QUESTE COMMUNICATIONS LIMITED — Capital/Financing Update 2014

Jun 29, 2014

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

QUESTE COMMUNICATIONS LTD (QUE)

ABN

58 081 688 164

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Not applicable

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the +issuedate with an existing +class ofquoted +securities?	-
	If the additional +securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	-
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	-
6a	Is the entity an +eligible entitythathasobtainedsecurityholderapprovalunderrule7.1A?	-
	If Yes, complete sections 6b –6h in relation to the +securitiesthe subject of this Appendix 3B,and comply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	-
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	-
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	-
6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecificsecurityholderapproval(specifydateofmeeting)	-

+ See chapter 19 for defined terms.

6f	Number of +securities issuedunder an exception in rule 7.2	-
6g	If +securities issued under rule7.1A, was issue price at least75%of15dayVWAPascalculated under rule 7.1A.3?Include the +issue date andboth values. Include the sourceof the VWAP calculation.	Not applicable
6h	If +securities were issued underrule7.1Afornon-cashconsideration,statedateonwhichvaluationofconsideration was released toASX Market Announcements	Not applicable
6i	Calculate the entity's remainingissue capacity under rule 7.1andrule7.1A–completeAnnexure 1 and release to ASXMarket Announcements	Not applicable
7	+Issue dates	-
	Note: The issue date may be prescribed byASX (refer to the definition of issue date inrule 19.12). For example, the issue date fora pro rata entitlement issue must comply withthe applicable timetable in Appendix 7A.
	Cross reference: item 33 of Appendix 3B.
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	-	-
		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	-	-
10	Dividend policy (in the case ofa trust, distribution policy) onthe increased capital (interests)	-

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	Not applicable
12	Is the issue renounceable ornon-renounceable?	-
13	Ratio in which the +securities willbe offered	-
14	+Class of +securities to whichthe offer relates	-
15	+Recorddatetodetermineentitlements	-
16	Willholdingsondifferentregisters (or subregisters) beaggregatedforcalculatingentitlements?	-
17	Policy for deciding entitlementsin relation to fractions	-
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments	-
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	-
20	Names of any underwriters	-
21	Amount of any underwriting feeor commission	-
22	Names of any brokers to theissue	-
23	Fee or commission payable tothe broker to the issue	-
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	-
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	-

+ See chapter 19 for defined terms.

26	Dateentitlementandacceptanceformandofferdocumentswillbesenttopersons entitled	-
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise, the date on whichnotices will be sent to optionholders	-
28	Date rights trading will begin (ifapplicable)	-
29	Date rights trading will end (ifapplicable)	-
30	How do security holders selltheir entitlements in full througha broker?	-
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	-
32	How do security holders disposeof their entitlements (except bysale through a broker)?	-
33	+Issue date	-

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of +securities (tick one)
• (a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	1,000,000
39	+Class of +securities for whichquotation is sought	Fully paid ordinary shares
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Yes
	If the additional +securities do not rankequally, please state:the date from which they dothe extent to which they participatefor the next dividend, (in the case of atrust, distribution) or interest paymentthe extent to which they do not rankequally, other than in relation to thenext dividend, distribution or interestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities,end of restriction period(if issued upon conversion of another+security,clearlyidentifythatother+security)	respect of 1,000,000 partly paid shares	Pursuant to call made by the Company andpaid by the holder (on 26 June 2014) inrelation to 100% of the outstanding balancedue and payable (being $0.184775 each) in
42	+classNumberandofall+securitiesquotedonASX+securities(includingtheinclause 38)	Number28,817,316	+ClassFully Paid OrdinaryShares

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

(Company Secretary)

Sign here: ............................................................ Date: 27 June 2014

Print name: VICTOR HO

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	27,817,316
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval
Number of partly paid +ordinary•securities that became fully paid in that12 month period	1,000,000
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	-
"A"	28,817,316

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	4,322,597
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	-
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	-
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	4,322,597
Note: number must be same as shown inStep 2
Subtract "C"	-
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	4,322,597
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	27,817,316
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	2,781,731
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	-
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	-

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	2,781,731
Note: number must be same as shown inStep 2
Subtract "E"	-
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	2,781,731
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.