LARK DISTILLING CO. LTD — Proxy Solicitation & Information Statement 2016

Dec 22, 2016

Australian Whisky Holdings Limited ABN 62 104 600 544

NOTICE OF GENERAL MEETING

to be held at 3:30 pm AEDT on Friday, 27 January 2017

at The York Conference and Function Centre

95-99 York Street

SYDNEY NSW 2000

Registered Office:

Australian Whisky Holdings Limited

Level 10

8-10 Loftus Street SYDNEY NSW 2000 Telephone: +61 2 8188 1491 Facsimile: +61 2 9252 5638

Australian Whisky Holdings Limited ABN 62 104 600 544

Notice is hereby given that the General Meeting of Shareholders of Australian Whisky Holdings Limited will be held at 3:30 pm AEDT on Friday, 27 January 2017 at The York Conference and Function Centre 95-99 York Street Sydney NSW 2000.

The Explanatory Notes to this Notice of Meeting provide additional information on matters to be considered at the Meeting. The Explanatory Notes and Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Notes are defined in Schedule 1 – Glossary .

AGENDA

1. Resolution 1 - Approval on the offer to purchase shares in Lark Distillery Pty Ltd

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 11.1 and for all other purposes, approval be given to, the proposed offer to purchase shares in the Lark Distillery Pty Ltd that the Company currently does not own on the terms and conditions set out in the Explanatory Notes to Resolution 1 accompanying the Notice of Meeting.”

The Company will disregard votes cast on Resolution 1 by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and their Associates, including but not limited to the shareholders of Lark (as listed in Annexure C of this Notice of Meeting) that currently hold shares in the Company.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Resolution 2 - Approval on issue of shares to vendors of Lark Distillery Pty Ltd

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue of up to 262,394,333 fully paid ordinary shares to the vendors of shares in Lark Distillery Pty Ltd in consideration of the acquisition of the shares in Lark Distillery Pty Ltd on the terms and conditions set out in the Explanatory Notes to Resolution 2 accompanying the Notice of Meeting.”

The Company will disregard any votes cast on Resolution 2 by:

• a) a person who may participate in the issue; and

• b) an associate of a person who participate in the issue.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

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Australian Whisky Holdings Limited ABN 62 104 600 544

By Order of the Board of Australian Whisky Holdings Limited

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Kenneth Lee

Company Secretary Date: 23 December 2016

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Australian Whisky Holdings Limited ABN 62 104 600 544

NOTES ON VOTING INFORMATION

1. A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the Shareholder’s behalf. If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint not more than two proxies to attend and vote on the Shareholder’s behalf.

2. If a Shareholder appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the Shareholder’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a Shareholder of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the Shareholder or the Shareholder’s attorney duly authorised in writing. If the Shareholder is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery, fax or email to:

Australian Whisky Holdings Limited

Street address and Mailing address: Level 10, 8-10 Loftus Street Sydney NSW 2000

Fax: +61 2 9252 5638

Email: auswhisky@outlook.com.au

provided that Shareholders who forward their proxy forms by fax or email are required to make available the original executed form of the proxy for production, if called upon so to do at the Meeting.

1. A corporate Shareholder entitled to attend and vote at the Meeting may appoint a body corporate representative to attend and vote for the Shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

The Company will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the Meeting or present the document at the registration desk at the Meeting.

1. For the purposes of the Meeting, persons on the register of Shareholders as at 7:00pm AEDT on 25 January 2017 will be treated as Shareholders. This means that if you are not the registered holder of a relevant Share at that time you will not be entitled to vote in respect of that Share.

2. How will the Chairman vote as proxy if the Shareholder has not directed the Chairman to vote?

The Chairman intends to vote in favour of all Resolutions. If a Shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on a Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman will vote in favour of that Resolution.

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Australian Whisky Holdings Limited ABN 62 104 600 544

EXPLANATORY NOTES

1. Resolution 1 – Approval for the Offer to purchase shares in Lark Distillery Pty Ltd that the Company does not currently own

1.1 Background

The Offer

As announced on 8 December 2016, the Company proposes to acquire all of the ordinary shares in Lark that it does not currently own (“ the Offer ”).

(i) Scrip for Scrip Offer

It is proposed that as consideration for the Offer, Lark shareholders shall receive 10,333 AWY shares for every Lark share.

Since AWY has an approximately 38.49% interest in Lark, it will only need to acquire an additional 4,753 shares (representing approximately 11.51% of the issued shares) from Lark shareholders to exceed 50% interest in the capital of Lark, and 25,393 shares (representing approximately 61.5% of the issued shares) from Lark shareholders to acquire a 100% interest in the capital of Lark.

The table below details the capital structure of the Company if the Company receives acceptances that will allow it to exceed 50% and acquire 100% of the issued capital of Lark.

Shares	Number
Shares on issue prior to the offer	339,712,458
Number of shares issued to exceed 50% interest in Lark	49,112,749
TOTAL	388,825,207
Number of shares issued to acquire 100% interest in Lark	262,394,333
TOTAL	602,106,791

(ii) Offer Price

The offer of 10,333 AWY shares per Lark share represents a value of:

• $419 per Lark share based on the 30 trading days VWAP of AWY shares at the closing date of 7 December 2016 of $0.040566606, which results in a premium of approximately 38%;

• $405 per Lark share based on the 90 days VWAP of AWY shares at the closing date of 7 December 2016 of $0.039195226, which results in a premium of approximately 33%; and

• $444 per Lark share based on AWY’s closing price of $0.043 on 7 December 2016 being the day prior to the announcement of the Offer, which results in a premium of approximately 46%.

This is an increase as compared to the latest issue price of Lark share price of $305 based upon Lark’s latest internal capital raising conducted in August 2016 which AWY participated for its entitlement

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Australian Whisky Holdings Limited ABN 62 104 600 544

plus application for its proportionate allocation of shortfall shares. In particular, AWY took up its 1 for 3 entitlement of 3,187 shares at $305 plus additional shortfall shares of 323 shares at $305 per share giving AWY total of 13,070 shares. In October 2016, AWY opted to exercise all of the options under the Option Agreements with various Lark shareholders (further details were disclosed under the Notice of Annual General Meeting of Shareholders dated 28 October 2016). Subsequent to the exercise of the options under the Option Agreements, AWY currently holds 15,888 fully paid ordinary shares in Lark which represents approximately 38.49%.

(iii) AWY shares to be issued under the Offer

If all Lark shareholders accept the offer and subject to shareholders approval under Listing Rule 7.1, AWY will issue 262,394,333 shares to relevant vendors representing a shareholding percentage of approximately 43.58% total of shares in AWY based on the number of shares on issue of 339,712,458 as at the date of this Notice of Meeting.

AWY does not propose a minimum acceptance condition on Lark shareholders given AWY’s existing 38.49% holding. Therefore, until acceptances are known, AWY will not know the level of ownership it will achieve via the Offer.

(iv) Offer Conditions

The Offer will be subject to a number of conditions, including:

• AWY obtaining all requisite regulatory and shareholder approvals, including the shareholder approvals required for and the acquisition in accordance with Listing Rule 11.1.2 and any other applicable Listing Rules the issue of the consideration shares;

• No prescribed occurrence;

• No specified events occurring in respect of Lark’s business;

• No material acquisitions, disposals or commitments;

• No regulatory action;

• No material adverse change; and

• other customary conditions.

(v) Rationale of the Offer

Lark

Established in 1992, Lark Distillery is one of Australia’s leading distilleries, producing high quality, premium spirits using traditional time honoured methods. The Distillery is located in Tasmania and runs an 1800 litre copper pot still along with a 500 litre spirit still. The range of distilled products includes the flagship Lark Single Malt Whisky and Forty Spotted Rare Tasmanian Gin. Lark also owns outright the Overeem Distillery, a producer of premium single malt Tasmanian whisky.

Lark is a private company with approximately 32 shareholders and 41,281 fully paid ordinary shares on issue. As noted above, AWY currently holds 15,888 fully paid ordinary shares in Lark which represents 38.49%. A list of shareholders of Lark as obtained from an ASIC extract dated 9 December 2016 is set out in Annexure C.

Rationale for the Acquisition of Lark

As previously announced, AWY’s business strategy is to pursue partnerships with selected distilleries in the Australian craft whisky industry. Apart from its shareholding in Lark, it also has a 12% shareholding in Tasmanian Whisky producer Redlands Estate Pty Ltd and recently purchased 32 x 100 litre barrels of new make whisky from Archie Rose Distilling Co. In addition, as announced on 17 October 2016, AWY is currently conducting due diligence for the acquisition of the Nant Distillery and the Nant Estate.

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Australian Whisky Holdings Limited ABN 62 104 600 544

The vision of AWY is to have equity holdings, if not ownership, in a number of premium single malt whisky producers in Australia focussing in particular on Tasmania. AWY proposes to accelerate growth in the craft whisky industry ahead of competitors and take a leadership position in the industry. In doing so, AWY intends to lead the structuring and development of, and be instrumental in, defining the final shape of the craft whisky industry in Australia and maintaining Tasmania’s leadership position in this industry.

AWY believes that by doing this, it will provide current craft producers a platform to increase volume and it will give each brand an ability to increase profits and distribution into the higher margin markets in Asia.

AWY does not intend to interfere with the production of whisky and consolidate distilleries as it believes each distillery and distiller is unique in its production methods.

AWY is well positioned for its shareholders to benefit in the growth of this emerging industry through its unique combination of being an ASX listed company and an early stage investor in Australian craft whisky.

Currently there is no proposal or intention to change AWY’s board composition as the result of the completion of the Offer. AWY refers to its ASX Announcement on 17 October 2016 regarding acquisition of the Nant Distillery and the Nant Estate that subject to the completion of the Nant acquisition, it is the intention of AWY that Mr Chris Malcolm (current Chairman of Lark) will join AWY in an executive capacity.

Mr Chris Malcolm has a relevant interest in 2,806 shares (approximately 6.8% shareholding) in Lark.

Mr Malcolm has advised AWY in writing his intention to accept the Offer in respect of his relevant interest.

(vi) Financial Effects on the Company

In addition, the transaction based comparison table included in Annexure A sets out the potential changes to the Company’s assets and securities subsequent to the completion of the Offer should all Lark Shareholders accept the Offer.

The pro forma balance statement included in Annexure B sets out the financial effect of the Offer on the Company.

(vii) Offer Timeline

AWY expects its Offer to Purchase document, which will contain further information about the Offer, will be despatched to Lark shareholders around the date of this Notice. The Offer will be open for acceptances around that time and will be open until 5pm AEDT 30 January 2017, being the day following this Meeting. Completion of the Offer will, however, be conditional upon shareholder approval by AWY shareholders at this Meeting.

The offer period is subject to change at the discretion of the Board.

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Australian Whisky Holdings Limited ABN 62 104 600 544

(viii) ASX Requirements

The Company has provided various information with respect to the proposed Offer to ASX to seek their advice on whether the proposed acquisition will result in a significant change to the nature or scale of the company’s activities.

ASX has advised that AWY is not required to comply with Chapters 1 and 2 of the Listing Rules in accordance with Listing Rule 11.1.3. ASX has determined that AWY is required to obtain shareholder approval with respect to the proposed Offer in accordance with Listing Rule 11.1.2.

Resolution 1 seeks shareholder approval with respect to the Offer as requested by the ASX.

1.2 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 1 to approve the Offer.

2. Resolution 2 – Approval for issue of shares to vendors of Lark Distillery Pty Ltd

2.1 Background

The background of the Offer is set out in the Explanatory Notes for Resolution 1.

The ASX Listing Rules impose a limit on the number of securities which the Company can issue without shareholder approval. Under Listing Rule 7.1, this limit in any 12 month period is up to 15% of the number of fully paid ordinary shares on issue at the beginning of the 12 month period subject to shareholder approval. Accordingly, for the purposes of Listing Rule 7.1, and for all other purposes, the Company is seeking shareholder approval for the issue of the shares to the vendors of Lark.

For the purposes of this approval, the following information is provided in accordance with ASX Listing Rule 7.3:

(a) Maximum number of shares to be issued:

A maximum of 262,394,333 fully paid ordinary shares will be issued to Lark shareholders in the event that all Lark shareholders accept the Offer.

(b) The date by which the shares will be issued:

The shares will be issued within three (3) months of the date of the Meeting (and the Shareholders approve the Offer). The securities will be issued on the issue date or the issue will occur progressively.

(c) The issue price of the shares:

The shares will be issued at a deemed issue price of $0.040566606.

(d) The names of the persons who will be issued with the shares:

Lark currently has 32 shareholders. A list of shareholders of Lark as obtained from an ASIC extract dated 9 December 2016 is set out in Annexure C.

The shares will be issued to those Lark shareholders who choose to sell their shares in Lark to the

Company under the Offer. If a Lark shareholder chooses not to accept the Offer, no shares will be issued to that shareholder.

(e) The terms of the shares:

The shares will be fully paid ordinary shares and will rank equally with the Company’s existing fully paid ordinary shares.

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Australian Whisky Holdings Limited ABN 62 104 600 544

(f) The intended use of funds raised:

No funds will be raised by the issue of shares as they are being issued as consideration for the acquisition of Lark shares.

2.2 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 2 to approve the issue of shares to the relevant Lark shareholders.

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Australian Whisky Holdings Limited ABN 62 104 600 544

SCHEDULE 1 – GLOSSARY

In this Notice and Explanatory Notes, the following terms have the following meaning unless the context otherwise requires.

A$ or $ means an Australian dollar.

Annexure means an annexure to this Explanatory Notes.

Associate has the meaning ascribed in the Corporations Act

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Board or Board of Directors means the Board of Directors of the Company.

Business Day means a day on which the ASX is open for trading.

Chairman means chairman of the Board, at the time of the Meeting being Mr Terry Cuthbertson or alternative.

Company or AWY means Australian Whisky Holdings Limited (ACN 104 600 544).

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Explanatory Notes means this explanatory notes accompanying the Notice of Meeting.

Notice of Meeting means the notice of meeting and Explanatory Notes convening this Meeting.

Proxy Form means the proxy form attached to the Notice.

Resolutions means the resolutions put to the shareholders of the Company at the Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the Company’s existing shareholders at the date of the Notice of Meeting.

VWAP means volume weighted average price.

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Australian Whisky Holdings Limited ABN 62 104 600 544

ANNEXURE A – TRANSACTION BASED ANALYSIS

TABLE 1 – TRANSACTION BASED ANALYSIS (INCLUDING THE ACQUISITION OF THE NANT GROUP)

A	B	C	D	E
Particulars	Before transaction	Increase/Decrease due to transaction	After transaction	Percentage change due to transaction
Method of Calculation	From latest audited figures	Actual Increase/Decrease due to transaction	B +/- C	C/B
Total Consolidated Assets	$8,515,301	$19,118,5631	$27,633,864	224.5%
Total Equity Interests	$8,029,033	$12,448,5542	$20,477,587	155%
Total Securities on Issue	339,712,458	369,061,0003	708,773,458	108.6%
Particulars	Before transaction (From latest audited figures)	Projected Increase/Decrease due to transaction	After transaction (B +/- C)	Percentage change due to transaction (C/B)
Annual Profit	($574,033)		Unknown	%
Annual Revenue	6,283	800,0004 4,270,9415	5,077,224	%

1 and 2 These figures include the increase due to the Nant acquisiton (completion of which is expected be prior to Lark’s proposed merger should it proceed).

3This includes 106,666,667 shares to be issued in relation to the Nant acquisition in accordance with Resolutions 9 and 11 as approved by AWY Shareholders at its Annual General Meeting of Shareholders held on 30 November 2016.

4 This has included the expected revenue (of approximately $800,000 from the Nant Business subsequent to the completion of the proposed Nant acquisition but not during the management period (which is prior to the completion). AWY is currently conducting due diligence on the Nant Business to have a better understanding of the Business and estimation of the amount of revenue to be generated, and the information currently available is quite limited. However, based upon the historical information provided by the Nant Group including its sale budgets (which have not been verified) the estimate revenue for the year to June 2017 for AWY (assuming proposed Nant acquisition can be completed in December 2016) may be expected to be circa $800K. The Company notes that the above information has not been verified and will be subject to change and will not liable whatsoever on the accuracy of this information

5 The parties are currently in preliminary discussion regarding the proposed merger and financial information is still limited. However, based upon historical sales for Lark for the 12 months to 30 June 2016 being $4,270,941, it is expected that similar sales can be achieved for the 12 month period to 30 June 2017. AWY notes that the above information has not been verified and will be subject to change and will not liable whatsoever on the accuracy of this information.

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Australian Whisky Holdings Limited ABN 62 104 600 544

TABLE 2 – TRANSACTION BASED ANALYSIS (EXCLUDING THE ACQUISITION OF THE NANT GROUP)

A	B	C	D	E
Particulars	Before transaction	Increase/Decrease due to transaction	After transaction	Percentage change due to transaction
Method of Calculation	From latest audited figures	Actual Increase/Decrease due to transaction	B +/- C	C/B
Total Consolidated Assets	$8,515,301	$10,620,563	$19,135,864	124.7%
Total Equity Interests	$8,029,033	$9,598,554	$17,627,587	119.5%
Total Securities on Issue	339,712,458	262,394,333	602,106,791	77.24%
Particulars	Before transaction (From latest audited figures)	Projected Increase/Decrease due to transaction	After transaction (B +/- C)	Percentage change due to transaction (C/B)
Annual Profit	(574,033)		Unknown	%
Annual Revenue	6,283	4,270,9411	4,277,224	%

1 The parties are currently in preliminary discussion regarding the proposed merger and financial information is still limited. However, based upon historical sales for Lark for the 12 months to 30 June 2016 being $4,270,941, it is expected that similar sales can be achieved for the 12 month period to 30 June 2017. AWY notes that the above information has not been verified and will be subject to change and will not liable whatsoever on the accuracy of this information.

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ANNEXURE B – PRO FORMA BALANCE SHEET

AUSTRALIAN WHISKY HOLDINGS - PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2016

			Australian Whisky Holdings ("AWH")		Lark Distillery ("Lark")					AWH & Lark Consolidated Statement of Financial Position
	CURRENT ASSETS
	Cash and Cash equivalents		3,535,316		3,209,738					6,745,054
	Trade and other receivables		62,853		561,788					624,641
	Other current assets		2,089		145,931					148,020
	Inventory - other				764,588					764,588
	Inventory- barrels		320,809		2,932,825					3,253,634
	TOTAL CURRENT ASSETS		3,921,067		7,614,870					11,535,937
	NON CURRENT ASSETS
	Financial assets		5,031,041				10,284,165 -14,997,462			317,744
	Property plant and equipment				1,315,318					1,315,318
	Intangible assets		27,193		424,134					451,327
	Goodwill on consolidation						6,665,149			6,665,149
	TOTAL NON CURRENT ASSETS		5,058,234		1,739,452					8,749,538
	TOTAL ASSETS		8,979,301		9,354,322					20,285,475
	CURRENT LIABILITIES
	Trade and other payables		402,278		577,383					979,661
	Borrowings		1,120,000		248,696					1,368,696

Australian Whisky Holdings Limited ABN 62 104 600 544

Provisions	16,193	61,699			77,892
TOTAL CURRENT LIABILITIES	1,538,471	887,778			2,426,249
NON CURRENT LIABILITIES
Financial liabilities	200,000	104,766			304,766
Provisions		29,465			29,465
TOTAL NON CURRENT LIABILITIES	200,000	134,231			334,231
TOTAL LIABILITIES	1,818,471	1,022,009			2,840,480
NET ASSETS	7,160,830	8,332,313			17,444,995
EQUITY
Issued capital	29,544,231	8,319,094	10,284,165	-8,319,094	39,828,396
Reserves	113,903				113,903
Accumulated Profit(loss)	-22,417,304	13,219		-13,219	-22,417,304
TOTAL EQUITY	7,240,830	8,332,313			17,524,995

NOTES TO THE PRO-FORMA STATEMENT OF FINANCIAL POSITION

The AWH & Lark consolidated statement of financial position - has been prepared on the assumption that all

of the shares not currently owned by AWH are acquired through the offer at a value equal to $405 per Lark share. This is based on the 90 day VWAP of AWY shares as at 7 December 2016.

The consolidated statement of financial position has been prepared on the basis that AWH owns 100% of Lark, through the issue of $10,284,165 in AWH shares resulting in Goodwill on consolidation of $6,254,869.

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ANNEXURE C

LIST OF LARK SHAREHOLDERS BASED UPON ASIC RECORD AS OF 9 DECEMBER 2016

No.		Shareholder		Number of ordinary shares held
**1. **	AUSTRALIAN WHISKY HOLDINGS LIMITED (104 600 544)			15888
**2. **	TIMOTHY TULLOCH BROCK LEWIS MRS CATHERINE ANNE LEWIS			2839
**3. **	MALCOLM PROPERTY PTY LTD (ACN 126 253 503)			2806
**4. **	MARK MURTON PTY. LTD (ACN 003 506 867)			2781
**5. **	FAIRISLE HOLDINGS PTY LIMITED (ACN 124 317 237)			2124
**6. **	SUETONE PTY LTD(ACN 600 092 573)			1665
**7. **	RAMAI PTY. LTD.(ACN 061 750 614)			1597
**8. **	ROBERT MAXWELL REX ELIZABETH REX BEN REX SARAH REX			1480
**9. **	PEPPERMINT BAY PTY LTD (ACN 101 784 070)			1158
**10. **	SHADSUPER PTY. LTD. (ACN 009 591 164)			1109
**11. **	BRUCE RAYMOND HOOPER			993
**12. **	CAMM FAMILY SUPER PTY LTD(ACN 148 975 731)			930
**13. **	PARAMUL PTY LTD (ACN 140 000 602)			903
**14. **	BENSAM INVESTMENTS PTY LTD(ACN 078 885 122)			555
**15. **	A.C.N. 122 201 110 PTY LTD (ACN 122 201 110)			532
**16. **	MARIA MATIJA BRESIC			516
**17. **	P J & K E O'DWYER SUPERANNUATION			469
**18. **	KENNETH BRUCE FLEMING DIANNE FLEMING			431
**19. **	ELMSIDE HOLDINGS PTY. LTD. (ACN 095 346 268)			393
**20. **	PERA NOMINEES PTY. LTD. (ACN 005 323 535)			309
**21. **	GROSVENOR INVESTMENTS PTY. LTD. (ACN 009 514 167)			305
**22. **	HOOKED SCARF PTY LIMITED (ACN 106 266 291)			295
**23. **	CLARONGA PTY LTD (ACN 108 344 289)			271
**24. **	DOUBLE PTY. LIMITED(ACN 054 009 175)			153
**25. **	BENMOL PTY LTD(ACN 128 465 949)			152
**26. **	LLOYD ELLIOTT CLARK			139

Australian Whisky Holdings Limited ABN 62 104 600 544

	JAN ELIZABETH CLARK	JAN ELIZABETH CLARK
**27. **	ANDREW IAN FARQUHAR		116
**28. **	MARGOT LOUISE HUXLEY		100
**29. **	P.K.J. PTY LTD (ACN 070 144 286)		100
**30. **	WYSCAN PTY. LIMITED (ACN 009 649 101)		100
**31. **	KRISTY SARAH BOOTH		22
**32. **	LYNETTE THERESE LARK WILLIAM DAVID BLAKE LARK		12
		Total: 32	41,281

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Australian Whisky Holdings Limited ABN 62 104 600 544

PROXY FORM

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ABN 62 104 600 544

LODGE YOUR VOTE

By Mail: By fax: By email: Australian Whisky Holdings Limited (+61 2) 9252 5638 auswhisky@outlook.com.au Level 10, 8-10 Loftus Street Sydney NSW 2000

Lodge your vote by: 3.30pm, Wednesday, 25 January 2017

All enquiries to: Telephone: ( 02) 8188 1491 Overseas: +61 2 8188 1491

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Name SRN/HIN
Address
I/We being a member(s) of Australian Whisky Holdings Limited and entitled to attend and vote hereby:
Step 1 APPOINT A PROXY
OR if you are NOT appointing the Chairman of the Meeting as
the Chairman
your proxy, please write the name of the person or body
of the Meeting
corporate (excluding the registered shareholder) you are
(mark box)
appointing as your proxy.
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Failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to vote on my/our behalf (including in accordance with the directions set out below or, if no directions have been given, to vote as the proxy sees fit, to the extent permitted by the law) at the General Meeting of the Company to be held at 3:30 pm AEDT on Friday, 27 January 2017 at The York Conference and Function Centre 95-99 York Street Sydney NSW 2000 ( the Meeting ) and at any postponement or adjournment of the Meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.

Please read the voting instructions overleaf before marking any boxes with an X

Step 2 VOTING DIRECTIONS For Resolution 1 – Approval on the offer to purchase shares in Lark Distillery Pty Ltd Resolution 2 – Approval on issue of shares to vendors of Lark Distillery Pty Ltd

For Against Abstain*

• If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Step 3 SIGNATURE OF SHAREHOLDER(S) – THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

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Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the Meeting.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company or you may copy this form and return them both together.

To appoint a second proxy you must:

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry.

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This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 3:30pm on 25 January 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged:

by mail:

Australian Whisky Holdings Limited Level 10, 8-10 Loftus Street Sydney NSW 2000

by email:

auswhisky@outlook.com.au

by fax:

+61 2 9252 5638

If you would like to attend and vote at the General Meeting, please bring this form with you. This will assist in registering your attendance.