QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2005

May 9, 2005

FACSIMILE TRANSMISSION

9 MAY 2005 DATE:

COMPANY ANNOUNCEMENTS PLATFORM ATTENTION:

AUSTRALIAN STOCK EXCHANGE LIMITED COMPANY:

1900 999 279 FAX NUMBER:

RAMON JIMENEZ FROM:

SIX (including cover). NO. OF PAGES:

MESSAGE:

DEAR SIR

QUESTE COMMUNICATIONS LIMITED ("QUE") RE:

PLEASE FIND ATTACHED A "NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER"

YOURS FAITHFULLY BELL IXL INVESTMENTS LIMITED

Q

RAMON JIMENEZ COMPANY SECRETARY

This facsimile may contain confidential information intended only for the attention of the abovenamed person. Should you receive this facsimile in error please telephone (03) 9840 8788 without delay, using reverse charges if necessary.

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 Investments Limited ("BXL") abbreviated as ("BII") in previous notice.
ACN (if applicable)		113 669 908
together with the persons and companies referred to in paragraph 4 hereof.
		04/06/2005These was a showng in the integrate of the oubetantial bolder on: "

There was a change in the interests of the substantial holder on: $,$	04/05/2005
The previous notice was given to the company on:	02/05/2005
The previous notice was dated:	02/05/2005

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	4,535,464	15.42%	4.827,738	16.42%

3. Changes in relevant interests

$\mathbf{I}$

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	whosePersoninterestrelevantchanged	٥fNaturechange (6)	Considerationingivenrelationtochange $(7)$	ClassandnumberοĪsecuritiesaffected	Person'svotesaffected
04/05/2005	andPersonsreferredcompaniesto in paragraph 4	by.PurchaseCellantePtv.SecuritiesLimited (ACN 073202 838) ("CSE")of shares via ASX	$5,515.97	fully.28,287ordinarypaidshares	28,287
04/05/2005	andPersonsreferredcompaniesto in paragraph 4	Purchase by CSEof shares via ASX	$5,000.00	fully.25,000paidordinaryshares	25,000

$\bar{\beta}$

04/05/2005	andPersonscompanies referred	Purchase by CSEof shares via ASX	$10,000.00	tully50,000ordinarypaid	50,000
	to in paragraph 4	$\sim$ se $\sim$		shares
04/05/2005	andPersons	Purchase by BIN	$5,000.00	fully25,000	25,000
	companies referred	of shares via ASX		ordinarypaid
	to in paragraph 4			shares
03/05/2005	andPersons	Purchase by CSE	$1,000.00	5,000 fully paid	5,000
	companies referred	of shares via ASX		ordinary
	to in paragraph 4			shares
02/05/2005	andPersons	Purchase by CSE	$1,797.40	8,987 fully paid	8,987
	companies referred	of shares via ASX		ordinary
	to in paragraph 4			shares
02/05/2005	andPersons	byPurchase	$5,000.00	fully25,000	25,000
	companies referred	Cleod Pty. Limited		ordinarypaid
	to in paragraph 4	(ACN 093 311		shares
		736) ("CLE") of
		shares via ASX
02/05/2005	andPersons	Purchase by CLE	$5,000.00	fully25,000	25,000
	companies referred	of shares via ASX		ordinarypaid
	to in paragraph 4			shares
02/05/2005	andPersons	Purchase by CLE	$5,000.00	fully25,000	25,000
	companies referred	of shares via ASX		ordinarypaid
	to in paragraph 4			shares
02/05/2005	andPersons	Purchase by CLE	$5,000.00	Jully25,000	25,000
	companies referred	of shares via ASX		paidordinary
	to in paragraph 4			shares
28/04/2005	andPersons	Purchase by CLE	$10,000.00	tuly50,000	50,000
	referredcompanies	of shares via ASX		ordinarypaid
				shares
	to in paragraph 4

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

ofHolder	Registered	Person entitled	relevantNature of	andClass	Person's
relevantinterest	ofholdersecurities	be.toregisteredasholder (8)	interest (6)	ofnumbersecurities	votes
BXL	BIN, CSE andCLE	BXL, CSE andCLE	Unregisteredofpurchaser2,633,388 fullypaidordinary shares andrelevantdeemedinterest in shares heldby associates CSEand CLE.	4,827,738 fullypaidordinaryshares	4,827,738
IXLBellInvestments No.4 Pty. Limited(ACN 108 748992) ("BI4")	BIN, CSE andCLE	BXL, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofBI4 in BXL exceeds20%.	4,827,738 fullyordinarypaidshares	4,827,738
IXLBellTheLimitedGroup(ACN 106 304714) ("BIG")	BIN, CSE andCLE	BXL, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofBIG in BI4 exceeds20%.	4,827,738 fullyordinarypaidshares	4,827,738
KintaraPty.Nominees(ACNLimited592)094 254("KIN")	BIN, CSE andCLE	BXL, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofKIN in BIG exceeds20%.	4,827,738 fullypaidordinaryshares	4,827,738

10/05/2005

$\begin{pmatrix} 1 \ 1 \ 1 \end{pmatrix}$

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

$\frac{1}{2}$

$\frac{1}{4}$

$\bar{1}$

$\sim$

00:05

MonvaleInvestmentsLimitedPty.(ACN 094 587774) ("MON")	BIN, CSE andCLE	BXL, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofMON in BIG exceeds20%.	4,827,738 fullyordinarypaidshares	4,827,738
ProductofoamPty.Holdings(ACNLimited078 033 244)("PH")	CSE andBIN,CLE	BXL, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofPRH in BIG exceeds20%.	4,827,738 fullypaid ordinaryshares	4,827,738
JosephineBernadetteCellante ("JBC")	BIN, CSE andCLE.	BXL, CSE andCLE	60B(3)(a)SectionCorporations Act 2001as the voting power ofJBC in KIN and MONexceeds 20%.	4,827,738 fullypaid ordinaryshares	4,827,738
MariaElmaJimenez("EMJ")	BIN, CSE andCLE	BXL, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofEMJ in PRH exceeds20%.	4,827,738 fullypaid ordinaryshares	4,827,738
CSE	BIN, CSE andCLE	BXL, CSE andCLE	andRegisteredowner ofbeneficial1,326,706 fullypaidordinary shares andrelevantdeemedinterest in shares heldBXLby associatesand CLE.	4,827,738 fullypaid ordinaryshares	4,827,738
CLE	BIN, CSE andCLE	BXL, CSE andCLE	Registered owner offully867,644ordinary shares whichare held on behalf of atundsuperannuationand deemed relevantinterest in shares heldBXLby associatesand CSE.	4,827,738 fullypaid paid ordinaryshares	4,827,738
ProbdayPty.(ACNLimited363)052 363("PRO")	$\mathsf{BIN}, \mathsf{CSE}$ and $\mathsf{\parallel}$CLE	BXL, CSE andCLE.	608(3)(b)SectionCorporations Act 2001İS.thePRDas.controller of CSE andCLE by virtue of all theissued capital of CSEand CLE being heldon trust for PRD in itscapacity as trustee ofa discretionary trust.	4,827,738 fullyordinarypaidshares	4,827,738
LivioMassimoCellante("MLC")	BIN, CSE andCLE	BXL, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofMLC in PRD exceedssection20%and608(3)(b)CorporationsAct 2001 as MLC maybe deemed to controlMON.	4,827,738 fullypaid ordinaryshares	4,827,738

Î.

LivioRomanoCeliante ("RLC")	CLE	BIN, CSE and	CLE.	BXL, CSE and	608(3)(a)SectionCorporations Act 2001as the voting power ofRLC in PRD exceedssection20%and608(3)(b)CorporationsAct 2001 as RLC maybe deemed to controlKIN.	4,827,738 fullypaid ordinaryshares	4,827,738
Ramon Jimenez("RJ")	CLE.	BIN, CSE and	CLE	BXL, CSE and	60B(3)(b)SectionCorporations Act 2001as RJ may be deemedto control PRH.	4,827,738 fullyordinarypaidshares	4.827.738

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(if applicable)	Nature of association '
Not applicable	Not applicable

6. Addresses

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

Name	Address
BI4, BIG and PRH	Level 1, Suite 2, 682 Doncaster Road, Doncaster, Victoria 3108
MLC and RLC	Apartment 2006, 2 Sovereign Point Court, Doncaster, Victoria 3108
BXL, KIN, MON, CLE, CSE andPRD	Level 2, 651-653 Doncaster Road, Doncaster, Victoria 3108
JBC	Apartment 502, 8 Clay Drive, Doncaster, Victoria 3108
EMJ and RJ	23 Bordeaux Street, Doncaster, Victoria 3108

Signature

print name	Ramon Jimenez
capacity	Director BXL, BI4 and BIGAgent MLC, RLC, PRH, KIN, MON, CLE, CSE, PRD, JBC and EMJ
sign here	date	09/05/2005

DIRECTIONS

• 1. 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.
• 1. See the definition of "associate" in section 9 of the Corporations Act 2001.
• 1. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• 1. The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. 5.
• Include details of: 6.
  • (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.

• 1. 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.