QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2005

Jan 12, 2005

FACSIMILE TRANSMISSION

ACN 106 304 714

DATE: 12 JANUARY 2005

ATTENTION: COMPANY ANNOUNCEMENTS PLATFORM

COMPANY: AUSTRALIAN STOCK EXCHANGE LIMITED

FAX NUMBER: 1900 999 279

FROM: RAMON JIMENEZ

NO. OF PAGES: SIX (including cover).

MESSAGE:

DEAR SIR

RE: QUESTE COMMUNICATIONS LIMITED ("QUE")

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.

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) Bell IXL Nominees Pty. Limited ("BIN") Name 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:	12/01/2005
The previous notice was given to the company on:	20/10/2004
The previous notice was dated:	20/10/2004

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:

$\vert$ Class of securities $\vert 4 \rangle$	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	3,163,032	10.76%	3,552,636	12.08%

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	whose PersonrelevantInterestchanged	۵fNaturechange (6)	ConsiderationgivenİΠrelationtochange (7)	andClassnumber٥fsecuritiesaffected	Person'svotesaffected
12/01/2005	and IPersonscompanies referredto in paragraph 4	Purchaseby.CellanteSecuritiesPty.Limited (ACN 073202 838) ("CSE")of shares via ASX	$26,729.58	fully140,682paid ordinaryshares	140,682
12/01/2005	andPersonscompanies reterredto in paragraph 4	Purchase by CSEof shares via ASX	$49,684.40	248,922 fullypaid ordinaryshares	248.922

$\bar{1}$

4. Present relevant interests

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

Holderof lrelevant	Registeredholderof I	Person entitledb et o	Nature of relevantInterest (6)	Classandnumber٥ť	Person'svotes
interest	securities	registered asholder (8)		securities
BIN	CSE,BIN,Pty.Cleod(ACNLimited093 311 736)and$(^{\circ}CLE")$unknown parties	BIN, CSE andCLE	Registeredand ibeneficial owner of2,333,388 fully paidshares,ordinaryrelevantdeemedinterest in shares heldby associates CSEand CLE.	3,552,636 fullypaid ordinaryshares	3,552,636
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.	3,552,636 fullypaid ordinaryshares	3,552,636
KintaraNominees Pty.(ACNLimited094 254 592)(KIN)	BIN, CSE, CLE and unknownparties	BIN, CSE andCLE	Section608(3)(a)Corporations Act 2001as the voting power ofKIN in BIG exceeds20%	3,552,636 fullypaid ordinaryshares	3,552,636
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%.	3,552,636 fullypaid ordinaryshares	3,552,636
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%.	3,552,636 fullypaid ordinaryshares	3,552,636
JosephineBemadetteCellante ("JBC")	BIN, CSE, CLE and unknownparties	BIN, CSE andCLE	Section 608(3)(a)Corporations Act 2001as the voting power ofJBC in KIN and MONexceeds 20%.	3,552,636 fullypaid ordinaryshares	3,552,636
ElmaMaria Jimenez$($ "EMJ" $)$	and unknownparties	CLE	BIN, CSE, CLE BIN, CSE and Section 608(3)(a) Corporations Act 2001as the voting power ofEMJ In PRH exceeds20%.	3,552,636 fullypaid ordinaryshares	3,552,636
CSE	BIN, CSE, CLEand unknownpartles	BIN, CSE andCLE	Registeredandbeneficial owner of112,000 fully paidordinary shares andrelevantdeemedinterest in shares heldby associates BIN andCLE and purchaser of389,604 fully paidordinary shares viaASX transactions.	3,552,636 fullypaid ordinaryshares	3,552,636

CLE	BIN, CSE, CLE and unknownpartiesħ.	CLE	BIN, CSE and	Registered owner of717,644 fully paidordinary shares whichare held on behalf of asuperannuation fundand deemed relevantinterest in shares heldby associates BIN andCSE.	3,552,636 fullypaid ordinaryshares	3,552,636
ProbdayPty.Limited (ACN052 363 363)("PRD")	BIN, CSE, CLE and unknownparties	CLE	BIN, CSE and	Section 608(3)(b)Corporations Act 2001PRDls.theas.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.	3,552,636 fullypaid ordinaryshares	3,552,636
Massimo LivioCellante(MLC)	BIN, CSE, CLEand unknownparties	CLE	BIN, CSE and	Section 608(3)(a)Corporations Act 2001as the voting power ofMLC in PRD exceedsand section20%608(3)(b) CorporationsAct 2001 as MLC maybe deemed to controlMON.	3,552,636 fullypaid ordinaryshares	3,552,636
Romano LivioCellante ("RLC")	BIN, CSE, CLE and unknownparties	CLE.	BIN, CSE and	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.	3,552,636 fullypaid ordinaryshares	3,552,636
Ramon Jimenez(7RJ)	BIN, CSE, CLE and unknownparties	CLE	BIN, CSE and	Section608(3)(b)Corporations Act 2001as RJ may be deemedto control PRH.	3,552,636 Jullypaid ordinaryshares	3,552,636

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

6. Addresses

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

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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

$\mathcal{A}$

print name	Ramon Jimenez
capacity	Director BIN and BIGAgent MLC, RLC, PRH, KIN, MON, CLE, CSE, PRD, JBC and EMJ
sign here	12/01/2005date----

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.
• 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 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 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.