QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2005

May 1, 2005

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

Company Name/Scheme Queste Communications Limited

081 688 164 ACN/ARSN

Details of substantial holder (1) $\mathbf{1}$ .

Bell IXL Nominees Pty. Limited ("BIN") Name

ACN (If applicable) 107 626 871

together with the persons and companies referred to in paragraph 2 hereof.

The holder ceased to be a substantial holder on:	26/04/2005
The previous notice was given to the company on:	26/04/2005
The previous notice was dated:	26/04/2005

2. Changes in relevant Interest

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 ofchange	Person whoserelevant interestchanged	Nature ofchange (4)	Considerationgiven inrelation tochange (5)	Class (6) andnumber ofsecuritiesaffected	Person'svotesaffected
26/04/2005	BIN	Off-market sale of2,633,388 shares.Nolongeranvdeemed relevantinterest in sharesheld by CLE andCSE.	$526,677.60	4.535,464 fullypaid ordinaryshares	4,535,464
26/04/2005	The Bell IXL GroupLimited (ACN 106304 714) ("BIG")	Section 608(3)(a)Corporations Act2001 as BIN is awhollyownedsubsidiary of BIG.	NIL	4,535,464 fullyordinarypaidshares	4,535,464
26/04/2005	NomineesKintaraPty Limited (ACN094 254 592) ("KIN")	Section $608(3)(a)$CorporationsActthe2001.as.of.votingpowerKIN.BIGin.exceeds 20%.	NIL	4.535,464 fullypaidordinaryshares	4,535,464

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26/04/2005	MonvalePty.InvestmentsLimited (ACN 094587 774) ("MON")	Section $608(3)(a)$CorporationAct2001theas.power ofvotingMONBIGin.exceeds 20%.	NIL	4,535,464 fullyordinarypaidshares	4,535,464
26/04/2005	ProductofoamHoldingsPty.Limited (ACN 078033 244) ("PRH")	Section 608(3)(a)Corporations Act2001.theaspower ofvotingPRHBIGin.exceeds 20%.	NIL	4,535,464 fullypaidordinaryshares	4,535,464
26/04/2005	JosephineBernadette Cellante("JBC")	Section 608(3)(a)Corporations Act2001asthepower ofvotingJBC in KIN andMONexceeds20%.	NIL	4,535,464 fullypaidordinaryshares	4,535,464
26/04/2005	Elma Maria Jimenez("EMJ")	Section 608(3)(a)Corporations Act2001.theasvotingpower ofEMJPRHin.exceeds 20%.	NIL	4,535,464 fullyordinarypaidshares	4,535,464
26/04/2005	CellanteSecuritiesPty. Limited(ACN073202838)$(^{\circ}CSE")$	Registeredandbeneficialownerof 1,184,432 fullypaidordinarysharesanddeemedrelevantinterest in sharesheld by Cleod Pty.Limited (ACN 093311 736) ("CLE").Nolongeranydeemed relevantinterest in sharesheld by associateBIN.	NIL	2,633,388 fullypaidordinaryshares	2,633,388
26/04/2005	CLE	Registered ownerof 717,644 fullyordinarypaidshares which areheld on behalf ofa superannuationfund and deemedrelevantinterestin shares held byCSE.No longeranydeemedrelevantinterestin shares held byassociates BIN.	NIL	2,633,388 fullypaid ordinaryshares	2,633,388

26/04/2005	Pty.ProbdayLimited (ACN 052363 363) ("PRD")	Section 608(3)(b)Corporations Act2001 as PRD isthe controller ofCSE and CLE byvirtue of all theissued capital ofCSEand CLEheldBeingontrust for PRD in itscapacityas.trusteeof$\mathbf{a}$discretionarytrust.	NIL	2,633,388 fullypaidordinaryshares	2,633,388
26/04/2005	MassimoLivioCellante ("MLC")	Section $608(3)(a)$Corporations Act2001theasvoting power ofMLCPRDin lexceeds 20% andsection $608(3)(b)$Corporations Act2001 as MLC maydeemedbetocontrol MON.	NIL	2,633,388 fullypaid ordinaryshares	2,633,388
26/04/2005	RomanoLivioCellante ("RLC")	Section 608(3)(a)Corporations Act2001theas.voting power ofRLCPRDin.exceeds 20% andsection 608(3)(b)Corporations Act2001 as RLC maydeemedbe ltocontrol KIN.	NIL	2,633,388 fullypaidordinaryshares	2,633,388
26/04/2005	RamonJimenez("RJ")	Section 608(3)(b)Corporations Act2001 as RJ maydeemedbetocontrol PRH.	NIL	2,633,388 fullypaid ordinaryshares	2,633,388

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

.Name and ACN (if applicable)	Nature of association
${\circ}$ CSE and CLE ${\circ}$	I No longer acting in concert with BIN.

4. 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	Apartment 2006, 2 Sovereign Point Court, Doncaster, Victoria 3108
KIN, MON, CLE, CSE and PRD	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

$\frac{1}{2}$ $\frac{1}{3}$

print name	Ramon Jimenez
capacity	Director BIN and BIGAgent for PRH, MLC, RLC, KIN, MON, CLE, CSE, PRD, JBC and EMJ
sign here	date	02/05/2005

DIRECTIONS

• 1. If there are a number of substantial holders with similar or related relevant interests (eq. 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 4 of the form.
• 1. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• 1. See the definition of "associate" in section 9 of the Corporations Act 2001.
• 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 Carporations 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. The voting shares of a company constitute one class unless divided into separate classes.
• 1. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.