QUESTE COMMUNICATIONS LIMITED — AGM Information 2011

Sep 29, 2011

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NOTICE OF ANNUAL GENERAL MEETING & EXPLANATORY STATEMENT

TO SHAREHOLDERS

Date and Time of Meeting:

Place of Meeting:

11:30 am (Perth time) on Friday, 4 November 2011 The Forrest Centre Conference Suites Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia

IMPORTANT NOTICE

It is recommended that shareholders read this Notice of Annual General Meeting and Explanatory Statement in full and if there is any matter that you do not understand, you should contact your financial adviser, stockbroker or solicitor for advice.

Notice of Annual General Meeting

Queste Communications Ltd A.B.N. 58 081 688 164

NOTICE OF ANNUAL GENERAL MEETING

Notice is given Notice is given that the Annual General Meeting of shareholders of Queste Communications Ltd A.B.N. 58 081 688 164 (“ Queste” or “Company” ) will be held in The Forrest Centre Conference Suites, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 11:30 am (Perth time) on Friday, 4 November 2011.

AGENDA

1. Annual Reports

To consider and receive the 2011 Directors’ Report, Financial Statements and Auditor’s Report of the Company.

The 2011 Annual Report will be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2011 Annual Report may be viewed and downloaded from the Company’s website: www.queste.com.au or emailed to shareholders upon request to info@queste.com.au, when available.

2. Resolution 1 - Re-Election of Azhar Chaudhri as Director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Azhar Chaudhri, having retired pursuant to the Constitution of the Company, being eligible, be re-elected as a Director of the Company.”

3. Resolution 2 - Adoption of Remuneration Report

To consider, and if thought fit, to pass the following resolution as an advisory non-binding resolution:

“That the Remuneration Report as detailed in the Directors’ Report for the year ended 30 June 2011 be adopted“

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this resolution.

Voting Exclusion : The Company will disregard any votes cast on this resolution by or on behalf of a “Key Management Personnel” (as defined in the Accounting Standards) and their “Closely Related Parties” (as defined in the Corporations Act 2001) ( Restricted Voter ).

Key Management Personnel ( KMP ) are the Company’s Directors and Executives identified in the Company’s Remuneration Report.

A Closely Related Party of a KMP means a spouse or child of the KMP, a child of the KMP’s spouse, a dependant of the KMP or the KMP’s spouse, anyone else who is one of the KMP’s family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP’s dealings with the Company or a company the KMP controls.

2011 ANNUAL GENERAL MEETING | 1

Notice of Annual General Meeting

Queste Communications Ltd A.B.N. 58 081 688 164

The Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• (b) it is not cast on behalf of a Restricted Voter.

Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chair intends to vote any undirected proxies in favour of all resolutions.

Shareholders may also choose to direct the Chair to vote against this resolution or to abstain from voting.

DATED THIS 27[th] DAY OF SEPTEMBER 2011

BY ORDER OF THE BOARD

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VICTOR HO COMPANY SECRETARY

2011 ANNUAL GENERAL MEETING | 2

Explanatory Statement

Queste Communications Ltd A.B.N. 58 081 688 164

EXPLANATORY STATEMENT

This Explanatory Statement is provided to the shareholders of Queste Communications Ltd ( Queste or Company or QUE ) pursuant to and in satisfaction of the Corporations Act (Cth) 2001 (Corporations Act) and the Listing Rules of the Australian Securities Exchange ( ASX ). This Explanatory Statement is intended to be read in conjunction with the Notice of Annual General Meeting ( AGM ).

1. ANNUAL REPORTS

Section 317 of the Corporations Act requires the Directors of the Company to lay before the AGM the Directors’ Report, Financial Report and the Auditor’s Report for the last financial year that ended before the AGM. These reports are contained within the Company’s 2011 Annual Report.

A copy of the 2011 Annual Report will be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2011 Annual Report may be viewed and downloaded from the Company’s website: www.queste.com.au or the ASX website (www.asx.com.au) under ASX Code: QUE or emailed to shareholders upon request to info@queste.com.au, when available.

Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to these reports but no resolution to adopt the reports will be put to shareholders at the AGM.

2. RESOLUTION 1 – RE-ELECTION OF AZHAR CHAUDHRI AS DIRECTOR

Ordinary Resolution 1 seeks shareholder approval for the re-election of Mr Azhar Chaudhri as a Director of the Company.

Clause 5 of the Company’s constitution requires one third of the Directors (or if that is not a whole number, the whole number nearest to one third) to retire at each AGM. The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. This rule does not apply to the Managing Director.

Mr Chaudhri retires at the AGM under this rule. However, being eligible, he has offered himself for re-election as a Director of the Company. Mr Chaudhri was appointed a Non-Executive Director on 4 August 1998 and was most recently re-elected a Director at the 2008 AGM. Mr Chaudhri’s qualifications and experience are detailed in the Directors’ Report in the Company’s 2011 Annual Report.

3. RESOLUTION 2 – ADOPTION OF REMUNERATION REPORT

Section 250R(2) of the Corporations Act requires the Company to present to its shareholders for adoption the Remuneration Report as disclosed in the Company's 2011 Annual Report (refer above for information on accessing the report).

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to “Key Management Personnel” (being the Company’s Directors and Executives identified in the Remuneration Report) ( KMP ), sets out remuneration details for each KMP and any service agreements and sets out the details of any performance based and equity based benefits provided to KMP.

2011 ANNUAL GENERAL MEETING | 3

Explanatory Statement

Queste Communications Ltd A.B.N. 58 081 688 164

The vote on this resolution is advisory only and does not bind the Directors or the Company. However, pursuant to recent amendments to the Corporations Act which took effect from 1 July 2011, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2011 AGM, and then again at the 2012 AGM, the Company will be required to put a resolution to the 2012 AGM ( Spill Resolution ) to approve calling an extraordinary general meeting ( Spill Meeting ).

If the Spill Resolution is passed (by a simple majority at the 2012 AGM), the Company must convene the Spill Meeting within 90 days of the 2012 AGM.

All of the Directors who were in office when the Board approved the 2012 Remuneration Report, other than the Managing Director, will be put up for re-election at the Spill Meeting and will cease to hold office after the Spill Meeting, unless re-elected at that meeting.

Directors’ Recommendations

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors recommend that shareholders vote in favour of the resolution to adopt the Remuneration Report.

Voting Exclusion

A voting exclusion applies to the resolution in the terms set out in the Notice of AGM. In particular, the Directors and other Restricted Voters (as defined in the Notice of AGM) may not vote on this resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP. The Chair will vote any undirected/open proxies to vote of the resolution.

The Company encourages shareholders to indicate their voting direction FOR or AGAINST, or to ABSTAIN, against each resolution, including Resolution 2.

If shareholders have appointed the Chair of the Meeting as their proxy (or the Chair of the Meeting becomes their proxy by default), shareholders can direct the Chair of the Meeting to vote FOR or AGAINST, or to ABSTAIN from voting on a resolution by marking the appropriate Voting Direction box opposite the resolution. However, if the Chair of the Meeting is their proxy and shareholders do not mark any of the Voting Direction boxes opposite a resolution, shareholders are, in effect, directing the Chair to vote “For” that resolution as the Chair of the Meeting intends to vote undirected proxies in favour of all resolutions.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this resolution.

2011 ANNUAL GENERAL MEETING | 4

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of Queste Communications Ltd will be held in:

The Forrest Centre Conference Suites Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia

commencing

11:30 am (Perth time) Friday, 4 November 2011

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number (08) 9322 1515; or

• deliver to the registered office of the Company at Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000,

so that it is received not later than 11:30 am (Perth time) on Wednesday, 2 November 2011 .

Your proxy form is enclosed.

Bodies corporate

A body corporate may appoint an individual as its authorised corporate representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. A properly executed original (or certified copy) of an appropriate “Appointment of Corporate Representative” should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disregarded by the Company.

Voting by Attorney

A shareholder may appoint an attorney to vote on his or her behalf. For an appointment to be effective for the Annual General Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at its registered office or one of the addresses listed above for the receipt of proxy appointments at least 48 hours before the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

Voting Entitlement

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Annual General Meeting all shares in the Company will be taken to be held by the persons who held them as registered shareholders at 5:00pm (Perth time) on 2 November 2011 ( Voting Entitlement Time ). Subject to the voting exclusions noted earlier, all holders of shares in the Company as at the Voting Entitlement Time will be entitled to vote at the Annual General Meeting.

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ASX Code: QUE

Queste Communications Limited A.B.N. 58 081 688 164

PRINCIPAL & REGISTERED OFFICE:

Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia 6000 Local T | 1300 762 678 T | (08) 9214 9777 F | (08) 9322 1515 E | info@queste.com.au W | www.queste.com.au

SHARE REGISTRY:

Advanced Share Registry Limited Suite 2, 150 Stirling Highway Nedlands, Western Australia 6009 PO Box 1156, Nedlands, WA 6909

T | (08) 9389 8033 F | (08) 9389 7871 E | admin@advancedshare.com.au W | www.advancedshare.com.au

Level 6, 225 Clarence Street Sydney, New South Wales 2000 PO Box Q1736, Queen Victoria Building, NSW 1230 T | (02) 8096 3502

PLEASE RETURN TO:

PROXY FORM Annual General Meeting

Queste Communications Ltd A.B.N. 58 081 688 164

Website: www.queste.com.au

The Company Secretary Queste Communications Ltd Level 14, The Forrest Centre 221 St Georges Terrace, Perth WA 6000 Enquiries: (08) 9214 9777 Facsimile: (08) 9322 1515 Email: info@queste.com.au

{Name1} {Name2} {Name3} {Name4} {Name5} {Name6}

Our Reference: QUE / {SUB-REGISTER} / {HOLDERID} Shareholding as at 28 September 2011: {UNITS} Current Election to Receive Hard Copy Annual Report: {ANNUAL_REP}

A. Appointment of Proxy

I/We being a member/s of Queste Communications Ltd and entitled to attend and vote hereby appoint

The Chair of the Meeting OR (mark with an “X”) 

Write here the name of the person you are appointing if this person is someone other than the Chair of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Queste Communications Ltd to be held in The Forrest Centre Conference Suites, Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia at 11:30 am (Perth time) on Friday, 4 November 2011 and at any adjournment of such Annual General Meeting.

IMPORTANT:

The Company encourages shareholders to indicate their voting direction FOR or AGAINST, or to ABSTAIN, against each resolution in Section B. If you leave Section B blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy by default.

If you have appointed the Chair of the Meeting as your proxy (or the Chair of the Meeting becomes your proxy by default), you can direct the Chair of the Meeting to vote FOR or AGAINST, or to ABSTAIN from voting on each resolution by marking the appropriate Voting Direction box opposite that resolution. However, note that under Section A, if the Chair of the Meeting is your proxy and you do not mark any of the Voting Direction boxes opposite a proposed resolution, you are, in effect, directing the Chair to vote ”For” that resolution as the Chair of the Meeting intends to vote undirected proxies in favour of each resolution.

If you mark the ABSTAIN box for a particular resolution, 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 on that resolution.

YOUR ACKNOWLEDGEMENTS

Chair to vote undirected proxies in favour of each resolution: I/We acknowledge that the Chair of the Meeting intends to vote undirected proxies in favour of each resolution.

Direction to Chair for voting on adoption of Remuneration Report (Resolution 2): Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes my/our proxy by default) in relation to Resolution 2 (Adoption of the Remuneration Report), but I/we have not marked any of the boxes opposite that resolution below, I/we nevertheless hereby direct the Chair of the Meeting to vote in favour of Resolution 2.

Chair authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolution 2 even though the Chair is, and those items are connected directly or indirectly with the remuneration of, a member of key management personnel for the Company.

B. Voting directions to your proxy – please mark  to indicate your directions

RESOLUTIONS

1. Re-Election of Azhar Chaudhri as Director

2. Adoption of Remuneration Report

For Against Abstain*      

If two proxies are being appointed, the proportion of voting rights this proxy represents is: %

C. Change of Address and Annual Report Elections

• [mark][][ if you want to make any changes to your address details (see note 1 overleaf) ]

• [mark][][ if you wish to receive a][ printed] Annual Report by post

• [mark][][ if you wish to receive an][ electronic] Annual Report by email and specify your email address below

D. Please Sign Here This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name Contact Daytime Telephone Date

Sole Director and Sole Company Secretary

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Email Address

Annual General Meeting Proxy Form

Queste Communications Ltd A.B.N. 58 081 688 164

INSTRUCTIONS FOR COMPLETING PROXY FORM

1.

Change of Address

Your pre-printed name and address is as it appears on the share register of the Company. If this information is incorrect, please mark the box at Section C of the proxy form and make the correction at the top of the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Annual Report Elections

Companies are no longer required to mail out printed annual reports to shareholders. Instead, shareholders can now make an election as follows:

(a) make a written request for a hard copy annual report to be mailed to you; or

• (b) make a written request for an electronic copy of the annual report to be emailed to you.

If you wish to update your annual report elections, please complete Section C of the Proxy Form.

3. Voting on Remuneration Matters

The Company will disregard any votes cast on Resolution 2 (Adoption of Remuneration Report) by or on behalf of a “Key Management Personnel” (as defined in the Accounting Standards) and their “Closely Related Parties” (as defined in the Corporations Act 2001 ) ( Restricted Voter ). Key Management Personnel ( KMP ) are the Company’s Directors and Executives identified in the Company’s Remuneration Report. A Closely Related Party of a KMP means a spouse or child of the KMP, a child of the KMP’s spouse, a dependant of the KMP or the KMP’s spouse, anyone else who is one of the KMP’s family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP’s dealings with the Company or a company the KMP controls. The Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of a Restricted Voter.

Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this resolution.

Shareholders may also choose to direct the Chair to vote against this resolution or to abstain from voting.

4.

You may direct your proxy how to vote by marking one of the voting direction boxes opposition each resolution. If you do not mark a voting direction box your proxy may, to the extent permitted by law, vote as they choose. If you mark more than one voting direction box on a resolution your vote will be invalid on that resolution.

5. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

6. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.

7.

A proxy need not be a shareholder of the Company.

8. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

9.

If a representative of a company shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate ‘Appointment of Corporate Representative’ should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disregarded by the Company.

10. Signing Instructions

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

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

Joint Holding:

Power of Attorney:

Companies:

Where the holding is in more than one name, all of the Shareholders should sign.

If you are signing under a Power of Attorney, you must lodge an original or certified copy of the appropriate Power of Attorney with your completed Proxy Form and produce a properly executed original (or certified copy) of that Power of Attorney at the Annual General Meeting.

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.

11. Lodgment of a Proxy

This Proxy Form (and the original or certified copy of any Power of Attorney under which it is signed) must be received at the address below not later than 11:30 am (Perth time) on Wednesday, 2 November 2011 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the meeting. Proxy Forms may be lodged by posting, delivery or facsimile to the address below:

By Facsimile: (08) 9322 1515

Queste Communications Ltd Level 14, The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000