QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2004

Oct 20, 2004

THE BELL IXL GROUP LIMITED

ACN 106 304 714

FACSIMILE TRANSMISSION

DATE:	20/10/2004
ATTENTION:	COMPANY ANNOUNCEMENTS PLATFORM
COMPANY:	AUSTRALIAN STOCK EXCHANGE LIMITED
FAX NUMBER:	1900 999 279
FROM:	RAMON JIMENEZ
NO. OF PAGES:	NEWARK $\text{SIX}$ (including cover).
MESSAGE:DEAR SIR/MADAM	---------------------
	RE: QUESTE COMMUNICATIONS LIMITED ("QUE")
NOTICE.	PLEASE FIND ATTACHED A CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER
YOURS FAITHFULLY	______________________________
THE BELL IXL GROUP LIMITED
RAMON JIMENEZCOMPANY SECRETARY	- - - - - - - - - - - - - - -_ _ _ _ _ _ _ _ _ _ _ _ _ _
	---------------------------------------------------
	This facsimile contains contidential information intended only for the attention of the abovenamed person. Should youreceive this facsimile in error please telephone (03) 9840-1846 without delay, using reverse charges if necessary.

Level 1, Suite 2, 682 Doncaster Road, Doncaster, Victoria 3108 PO Box 643, Doncaster, Victoria 3108

AUSTRALIA

Telephone: (03) 9840 1846 · Facsimile: (03) 9840 6701 · E-mail: bellixl@pobox.com

$\hat{\boldsymbol{\beta}}$ $\mathcal{F}_{\mathcal{A}}$

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Company Name/Scheme Queste Communications Limited ACN/ARSN 081 688 164 1. Details of substantial holder (1) Name Bell IXL Nominees Ply. Limited ("BIN") ACN (If applicable) ACN 107 626 871 together with the persons and companies referred to in paragraph 4 hereof.

There was a change in the interests of the substantial holder on:	15/10/2004
The previous notice was given to the company on:	15/10/2004
The previous notice was dated:	15/10/2004

$\mathbf{2}$ Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	, Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	2.155,740	7.33%.	3,163,032	10.76%

Changes in relevant interests 3.

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Personrelevant interestchanged	whose NatureoΙchange (6)	Considerationgiveniпrelationtachange (7)	Classandnumber٥fsecuritiesaffected	Person'svotesaffected
20/10/2004	Persons. and lcompanies referred of shares via ASXto in paragraph 4	Purchase by BIN	$6,150.00	30,000fullypaid ordinaryshares	30,000
19/10/2004	∴and lPersonscompanies referredto in paragraph 4	Purchase by BINof shares via ASX	$1,025.00	5,000 fully paidordinaryshares	5,000
15/10/2004	Personsan dcompanies referredto in paragraph 4	Purchase by BINof shares via ASX	$9,438.00	44.000fullypaid ordinaryshares	44,000

15/10/2004	Persons, and	Purchase by BIN	$47,982.00	218,100 fully	218,100
	companies referred	of shares via ASX		paid ordinary
	to in paragraph 4			shares
15/10/2004	Persons and	Purchase by BIN	$45,000.00	200,000 fully	200,000
	companies referred	of shares via ASX		paid, ordinary
	to in paragraph 4			shares
15/10/2004	Personsand I	Purchase by BIN	$39,487.50	175,500 fully	175,500
	companies referred	of shares via ASX		paid ordinary
	to in paragraph 4			shares
15/10/2004	Persons and	Purchase by BIN	$22,500.00	100,000 fully	100,000
	companies referred	of shares via ASX		paid ordinary
	to in paragraph 4			shares
15/10/2004	Persons and Purchase by BIN		$24,750.00	110,000 fully	110,000
	companies referred	of shares via ASX		paid ordinary
	to in paragraph 4			shares
14/10/2004	Persons and Purchase by BIN		$6,150.00	30,000 fully	30,000
	companies referred	of shares via ASX		paid ordinary
	to in paragraph 4			shares
14/10/2004	Persons	and † Purchase by BiN	$4,095.00	21,000 fully	21,000
	companies referred	of shares via ASX		paid ordinary
	to in paragraph 4			shares
13/10/2004	Persons and Purchase by BIN		$10,500.00	50,000 fully	50,000
	companies referred	of shares via ASX		paid ordinary
	to in paragraph 4			shares
13/10/2004	Persons and	Purchase by BIN	$5,093.78	23,692 fully	23,692
	companies referred	of shares via ASX		paid ordinary
	to in paragraph 4			shares

4. Present relevant interests

$\sim$

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: $\mathcal{L}_{\mathcal{A}}(\mathcal{E})$ $\sim 10^7$

Holdero f	Registered		Person entitled Nature of relevant	Classand	Person's
relevant	holder	of tob e	Interest (6)	numberof	votes
interest	securities	registered as		securities
		holder (8)
BIN	BIN, Gellante	BIN, CSE and	Registered and	3,163,032 fully	3,163,032
	Securities Pty.	CLE.	beneficial owner of	paid ordinary
	Limited (ACN		2,298,388 fully paid	shares.
	073 202 838)		ordinary shares,
	$(^{\mathrm{s}}\mathrm{CSE}^n)$ , Cleod		deemed relevant
	Pty. Limited		interest in shares held
	(ACN 093 311		by associates CSE
	736) ("CLE")		CLE.andand
	and unknown		purchaser of 35,000
	parties.		fully paid ordinary
			shares via ASX
			transaction.
The Bell IXL	BIN, CSE, CLE BIN, CSE and		Section $608(3)(a)$	3,163,032 fully	3,163,032
Group Limited	and unknown	CLE	Corporations Act 2001	paid ordinary
(ACN 106 304	parties		as BIN is a wholly	shares
714) ("BIG")			owned subsidiary of
			BIG.
Kintara	BIN, CSE, CLE	BIN, CSE and	Section $608(3)(a)$	3,163,032 fully	3,163,032
Nominees Pty.	and unknown-	CLE	Corporations Act 2001	paid ordinary
Limited (ACN	parties .		as the voting power of	shares
094 254 592)			KIN in BIG exceeds
("KIN")			20%.

l,

$\alpha=0.5$ $\sim$

$\mathcal{A}^{(k)}$ , $\mathcal{A}$

$\epsilon = \epsilon_{\rm eff}$

$\frac{1}{2}$

÷,

$\pm$

Monvale	BIN, CSE, CLE BIN, CSE and			Section $608(3)(a)$	3,163,032 fully	3,163,032
Investments	and unknown	CLE		Corporations Act 2001	paid ordinary
Pty. Limited	parties			as the voting power of	shares
(ACN 094 587				MON in BIG exceeds
774) ("MON")				20%.
Productofoam	BIN, CSE. CLE	BIN, CSE and		Section608(3)(a)	3.163,032 fully	3,163,032
Holdings Pty.	and unknown	CLE		Corporations Act 2001	paid ordinary
Limited (ACN078 033 244)	parties			as the voting power of	shares
("PHH")				PRH in BIG exceeds
Josephine	BIN, CSE, CLE BIN, CSE and			20%.
Bernadette	and unknown	CLE		Section608(3)(a)	3.163,032 fully	3,163,032
Cellante ("JBC")	parties			Corporations Act 2001	paid ordinary
				as the voting power ofJBC in KIN and MON	shares
				exceeds 20%.
ElmaMaria	BIN, CSE, CLE	BIN, CSE and		Section $608(3)(a)$
Jimenez	and unknown	CLE		Corporations Act 2001	3,163,032 fullypaid ordinary	3,163,032
("EMJ")	parties			as the voting power of	shares
				EMJ in PRH exceeds
				20%.
CSE	BIN, CSE, CLE	BIN, CSE and		Registeredand	3.163,032 fully	3,163,032
	and unknown	CLE		beneficial owner of	paid ordinary
	parties			112,000 fully paid	shares
				ordinary shares and
				deemedrelevant
				interest in shares held
				by associates BIN and
				CLE.
CLE	BIN, CSE, CLE BIN, CSE and			Registered owner of	3,163,032 fully	3,163,032
	and unknown	CLE		717,644 fully paid	paid ordinary
	parties			ordinary shares which	shares
				are held on behalf of a
				superannuation fund
				and deemed relevant
				interest in shares held
				by associates BIN andCSE.
ProbdayPty.	BIN, CSE, CLE BIN, CSE and			Section
Limited (ACN)	and unknown CLE			Corporations Act 2001	608(3)(b) 3,163,032 fullypaid ordinary	3,163,032
052 363 363)	parties			PRDİSas ithe	shares
("PRD")				controller of CSE and
				CLE by virtue of all the
				issued capital of CSE
				and CLE being held
				on trust for PRD in its
				capacity as trustee of
				a discretionary trust.
Massimo Livio	BIN, CSE, CLE BIN, CSE and			Section $608(3)(a)$	3,163,032 fully	3,163,032
Cellante	and unknown CLE			Corporations Act 2001	paid ordinary
("MLC")	parties i			as the voting power of	shares
				MLC in PRD exceeds
				20% and section
				608(3)(b) Corporations
				Act 2001 as MLC maybe deemed to control.
				MON.

$\sim 3$ -

$61 - 3 - 9840 - 6701$

L.W. MANAGEMENT SVC.

RomanoLivioCellante ("RLC")	and unknown!parties	BIN, CSE, CLE BIN, CSE andCLE	Section608(3)(a)Corporations Act 2001as the voting power ofRLC in PRD exceeds20% and section608(3)(b)CorporationsAct 2001 as RLC maybe deemed to controlKIN.	3,163,032 fullypaid ordinaryshares	3,163,032
Ramon Jimenez("RJ")	BIN, CSE, CLE !unkhownandparties	BIN, CSE andCLE	Section608(3)(b)Corporations Act 2001as RJ may be deemedto control PRH.	3,163,032 fullypaid ordinaryshares	3,163,032

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

______________________________________Name and ACN/ARBN	THE R. P. LEWIS CO., LANSING, MICH.Nature of association	----$\overline{\phantom{a}}$
(if applicable)THE ARA
Not applicable-----	Not applicable-------------	The company's company's substitution of.

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
BIN, BIG and PRH	Level 1, Suite 2, 682 Doncaster Road, Doncaster, Victoria 3108
MLC and RLC	Unit 2006, 2 Sovereign Point Court, Doncaster, Victoria 3108
KIN, MON, CLE, CSE and PRD	Level 1, 29A Macedon Road, Lower Templestowe, Victoria 3107
JBC	Unit 7001, 2 Sovereign Point Court, Doncaster, Victoria 3108
EMJ and RJ	23 Bordeaux Street, Doncaster, Victoria 3108

Signature

print name

Ramon Jimenez

capacity

Director BIN and BIG Agent MLC, RLC, PRH, KIN, MON, CLE, CSE, PRD, JBC and EMJ

sign here 20/10/2004 date

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $\mathbf{z}$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. 3.
• The voting shares of a company constitute one class unless divided into separate classes. 4.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. 5.
• 1. Include details of:
  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) of the Corporations Act 2001 applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting power or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• 1. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• 1. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

$-5 -$