QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2005

May 1, 2005

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

Company Name/Scheme		Queste Communications Limited
ACN/ARSN		081 688 164
Details of substantial holder (1)1.
	Name	Bell IXL Investments Limited ("BII")
ACN (if applicable)		ACN 113 669 908
		together with the persons and companies referred to in paragraph 3 hereof.

The holder became a substantial holder on: 26/04/2005

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 on the date the substantial holder became a substantial holder are as follows:

Number ofClass of securities (4)securities		' Person's votes (5)	Voting power (6)
Fully paid ordinary shares	4,535,464	4,535,464	15.42%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number ofsecurities
BII	Unregistered purchaser of 2,633,388 fully paidordinary shares and deemed relevant interest inshares held by associates Cellante Securities Pty.Limited (ACN 073 202 838) ("CSE") and Cleod Pty.Limited (ACN 093 311 736) ("CLE").	paid4,535,464 fullyordinary shares
Bell IXL Investments No. 4 Pty.Limited (ACN 108 748 992)("B14")	Section 608(3)(a) Corporations Act 2001 as thevoting power of BI4 in BII exceeds 20%.	paid4,535,464 fullyordinary shares
The Bell IXL Group Limited(ACN 106 304 714) ("BIG")	Section 608(3)(a) Corporations Act 2001 as thevoting power of BIG in BI4 exceeds 20%.	paid4,535,464 fullyordinary shares
Kintara Nominees Pty. Limited(ACN 094 254 592) ("KIN")	Section 608(3)(a) Corporations Act 2001 as thevoting power of KIN in BIG exceeds 20%.	paid4,535,464 fullyordinary shares
Pty.InvestmentsMonvale774)Limited (ACN 094 587('MON")	Section 608(3)(a) Corporations Act 2001 as thevoting power of MON in BIG exceeds 20%.	4,535,464 fullypaidordinary shares

Pty.HoldingsProductofoam244)078 033Limited (ACN("PRH")	Section 608(3)(a) Corporations Act 2001 as thevoting power of PRH in BIG exceeds 20%.	4,535,464 fullypaidordinary shares
Josephine Bernadette Cellante("JBC")	Section 608(3)(a) Corporations Act 2001 as thevoting power of JBC in KIN and MON exceeds20%.	paid4,535,464 fullyordinary shares
Elma Maria Jimenez ("EMJ")	Section 608(3)(a) Corporations Act 2001 as thevoting power of EMJ in PRH exceeds 20%.	paid4,535,464 Tullyordinary shares
CSE	Registered and beneficial owner of 1,184,432 fullypaid ordinary shares and deemed relevant interestin shares held by associates BIN and CLE.	4,535,464 fullypaidordinary shares
CLE	Registered owner of 717,644 fully paid ordinarybehalfσfheld- aon.whicharesharessuperannuation fund and deemed relevant interestin shares held by associates BIN and CSE.	4,535,464 fullypaidordinary shares
Probday Pty. Limited (ACN 052363 363) ("PRD")	Section 608(3)(b) Corporations Act 2001 as PRD isthe controller of CSE by virtue of all the issuedcapital of CSE being held on trust for PRD in itscapacity as trustee of a discretionary trust.	4,535,464 fullypaidordinary shares
CellanteLivioMassimo("MLC")	Section 608(3)(a) Corporations Act 2001 as thevoting power of MLC in PRD exceeds 20% andsection 608(3)(b) Corporations Act 2001 as MLCmay be deemed to control MON.	4,535,464 fullypaidordinary shares
Romano Livio Cellante ("RLC")	Section 608(3)(a) Corporations Act 2001 as thevoting power of RLC in PRD exceeds 20% andsection 608(3)(b) Corporations Act 2001 as RLCmay be deemed to control KIN.	4,535,464 fullypaidordinary shares
Ramon Jimenez ("RJ")	Section 608(3)(b) Corporations Act 2001 as RJ maybe deemed to control PRH.	4,535,464 fullypaidordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and number ofsecurities
persons/companiesAllthereferred to in paragraph 3.	Bell IXL Nominees Pty.Limited (ACN 107 626871) ("BIN").	BII	paidfully2,633,388ordinary shares
persons/companiesAllthereferred to in paragraph 3.	CSE	CSE	paid1,184,432 fullyordinary shares
persons/companiesAllthereferred to in paragraph 3.	CLE	CLE	paidfully717.644ordinary shares

5. Consideration

f.

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration ($)Cash	Non-cash	Class and numberof securities
BII	26/04/2004			$10,889.62 $515,787.98 2,633,388 fully paidordinary shares '

Please also refer to substantial holding notices dated 26 January 2005, 4 March 2005 and 26 April 2005 previously given by BIN to Queste Communications Limited (ACN 081 688 164).

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

$^{\backprime}$ Name and ACN (if applicable) $^{\backprime}$	Nature of association
CSE and CLE	$\pm$ Acting in concert with BII.

7. 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
BII, 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 BII, BI4 and BIGAgent PRH, MLC, RLC, PRH, KIN, MON, CLE, CSE, PRD, JBC and EMJ
sign here	date	02/05/2005

$\bar{z}$

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 7 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.
• 1. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• 1. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• 1. Include details of:
  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. -lf 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. 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. 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.