QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2005

Jan 26, 2005

THE BELL IXL GROUP LIMITED

ACN 106 304 714

FACSIMILE TRANSMISSION

26 JANUARY 2005 DATE:

COMPANY ANNOUNCEMENTS PLATFORM ATTENTION:

AUSTRALIAN STOCK EXCHANGE LIMITED COMPANY:

FAX NUMBER: 1900 999 279

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 THE BELL IXL GROUP LIMITED

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.

Level 2, 651-653 Doncaster Road, Doncaster, Victoria 3108 PO Box 643, Doncaster, Victoria 3108 AUSTRALIA Telephone: (03) 9840 8788 · Facsimile: (03) 9840 0088 · E-mail: info@bellixl.com

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
Details of substantial holder (1)1.
	Name	Bell IXL Nominees Pty. Limited ("BIN")
	ACN (if applicable)	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:	25/01/2005
The previous notice was given to the company on:	12/01/2005
The previous notice was dated:	12/01/2005

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	3,552,636	12.08%	3.870,554	13.16%

3. Changes in relevant interests

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	Natureo fchange (6)	Considerationaiveni nrelationtochange (7)	andClassofnumbersecuritiesaffected	Person'svotesaffected
25/01/2005	and Personscompanies referredto in paragraph 4	b yPurchaseCallantePty.SecuritiesLimited (ACN 073202 838) ("CSE")of shares via ASX	$20,000.00	fully100,000ordinarypaidshares	100,000
25/01/2005	andlPersonscompanies referredto in paragraph 4	Purchase by CSEof shares via ASX	$20,000.00	fully100,000ordinarypaidshares	100,000

$\frac{1}{2}$

24/01/2005	Persons	and Purchase by CSE	$5,473.60 27,368	fully	27,368
	companies referred of shares via ASX			paid ordinary
	' to in paragraph 4			shares
24/01/2005	l Persons	and Purchase by CSE	$18,110.00 90.550	tully	90,550
	companies referred of shares via ASX			paid ordinary
	to in paragraph 4.			shares

4. Present relevant interests

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

Holder۰trelevant	Registeredholderof I	Person entitledb et o	Nature of relevantInterest (6)	Classandnumberоf	Person'svotes
interest	sacuritias	registered asholder (8)		securities
BIN	CSE,BIN,Pty.CleodLimited (ACN093 311 736)("CLE")andunknown parties	BIN, CSE andCLE	Registeredandbeneficial owner of2,333,388 fully paidshares,ordinaryrelevantdeemedinterest in shares heldby associates CSEand CLE.	3,870,554 fullypaid ordinaryshares	3,870,554
The Bell IXLGroup Limited(ACN 106 304714) ("BIG")	BIN, CSE, CLE and unknownparties	BIN, CSE andCLE	608(3)(a)SectionCorporations Act 2001as BIN is a whollyowned subsidiary ofBIG.	3,870,554 fullypaid ordinaryshares	3,870,554
KintaraNominees Pty.Limited (ACN094 254 592)("KIN")	$\overline{BIN}$ , CSE, CLE $ $and unknownparties	BIN, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofKIN in BIG exceeds20%.	$3,870,554$ fullypaid ordinaryshares	3,870,554
MonvaleInvestmentsPty. Limited(ACN 094 587774) ("MON")	BIN, CSE, CLEand unknownparties	BIN, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofMON in BIG exceeds20%	3,870,554 fullypaid ordinaryshares	3,870,554
ProductofoamHoldings Pty.Limited (ACN078 033 244)("PRH")	BIN, CSE, CLEand unknownparties	BIN. CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofPRH in BIG exceeds20%	3,870,554 fullypaid ordinaryshares	3,870,554
JosephineBernadetteCollante ("JBC")	BIN, CSE, CLEand unknownparties	BIN, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofJBC in KIN and MONexceeds 20%.	3,870,554 fullypaid ordinaryshares	3,870,554
ElmaMaria Jimenez("EMJ")	BIN, CSE, CLEand unknownpartiesy.	BIN, CSE andCLE	608(3)(a)SectionCorporations Act 2001as the voting power ofEMJ in PRH exceeds20%.	3,870,554 fullypaid ordinaryshares	3,870,554

$\int$

CSE	BIN, CSE, CLE	BIN, CSE and	Registeredand	3,870,554 fully	3,870,554
	and unknown	CLE	beneficial owner of	paid ordinary
	parties	501,604	442,000 fully paid	shares
			ordinary shares and
			relevantdeemed
	Ĵ,		Interest in shares held
			by associates BIN and
			CLE and purchaser of
			317,918 fully paid
			ordinary shares via
			ASX transactions.
CLE	BIN, CSE, CLE	BIN, CSE and	Registered owner of	3,870,554 fully	3,870,554
	unknownand	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 and
			CSE.
Pty.Probday	BIN, CSE, CLE	BIN, CSE and	608(3)(b)Section	3,870,554 fully	3,870,554
Limited (ACN	and unknown	CLE	Corporations Act 2001	paid ordinary
052 363 363)	parties		PRDtheis.as a	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)	3,870,554 fully	3,870,554
Cellante	and unknown	CLE	Corporations Act 2001	paid ordinary
$(MLC^*)$	parties		as the voting power of	shares
			MLC in PRD exceeds
			20% and section
			608(3)(b) Corporations
			Act 2001 as MLC may
			be deemed to control
			MON.
Romano Livio	BIN, CSE, CLE	BIN, CSE and	Section608(3)(a)	3,870,554 fully	3,870,554
Cellante ("RLC")	and unknown	CLE	Corporations Act 2001	paid ordinary
	parties		as the voting power of	shares
			RLC in PRD exceeds
			section20%and
			608(3)(b) Corporations
			Act 2001 as RLC may
			be deemed to control
			KIN.
Ramon Jimenez	BIN, CSE, CLE	BIN, CSE and	Section608(3)(b)	3,870,554 fully	3,870,554
( HJ)	and unknown	CLE	Corporations Act 2001	paid ordinary
	parties		as RJ may be deemed	shares
			to control PRH.

5. Changes in association

$, , | ,$

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

$\bar{1}$

Name and ACN/ARBN	Nature of association
(if applicable)
Not applicable	Not applicable

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 2, 651-653 Doncaster Road, Doncaster, Victoria 3108
JBC	26 Grundy Avenue, Nyora, Victoria 3987
EMJ and RJ	23 Bordeaux Street, Doncaster, Victoria 3108

Signature

$\bar{\bar{1}}$

print name	Ramon Jimenez
capacity	Director BIN and BIGAgent MLC, RLC, PRH, KIN, MON, CLE, CSE, PRD, JBC and EMJ
sign here	26/01/2005date

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.
• 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.
• 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.