Bentley Capital : Small Holding (Unmarketable Parcel) Share Sale Facility

MARKET ANNOUNCEMENT

Thursday, 6 October 2016

Small Holding (Unmarketable Parcel) Share Sale Facility

The Company has initiated a Small Holding Share Sale Facility in respect of small parcel shareholdings (also sometimes referred to as 'unmarketable parcels'1) valued at $500 or less.

A copy of a Notice of Intention to Sell and accompanying Share Retention Form to be despatched to relevant shareholders (holding a 'small holding' of shares as at the Record Date) is attached.

The Company's Constitution2 provides a mechanism by which the Board may, with the deemed agreement of each relevant shareholder, aggregate small holdings and sell them on the shareholders' behalf thereby possibly achieving a higher price for the shares than would have been possible had they been sold as individual small parcels.

This initiative will benefit the Company in terms of savings in maintenance costs in relation to share registry fees and also printing, mail-out and postage costs. Furthermore, for some shareholders, the costs of selling their small holdings may result in a proportionally high transaction cost compared to the gross proceeds of sale. This initiative allows for the full gross proceeds to be realised to shareholders of such small parcels.

A 'small holding' is a shareholding with a market value of $500 or less based on the Company's closing (last sale) share price on ASX as at Wednesday, 5 October 2016 (the Record Date).

The Company's closing (last sale) share price as at the Record Date was 5.2 cents, with a small holding thus constituting 9,615 or fewer shares. There are some ~77 (out of 239) shareholders holding, in aggregate,

~276,065 shares or ~1.04% of the Company's total issued share capital (of 26,578,358 shares).

Those small holding shareholders as at the Record have until 5:00pm Perth time on Wednesday, 23 November 2016 (the Due Date) to lodge a Share Retention Form to retain their shareholding in the Company.

The Company will aggregate the small holdings of affected shareholders who have not lodged a Share Retention Form by the Due Date and dispose of them as soon as practicable after that date, having regard to the liquidity of the Company's shares on ASX and market conditions.

The aggregated small holdings will be sold on-market with the Company bearing all brokerage and selling costs. Shareholders will receive their respective pro-rata share of the gross proceeds of sale (with payment sent to a shareholder's last recorded address) after all small holdings have been sold. Any tax consequences from the sale will be the respective shareholder's responsibility.

FURTHER INFORMATION:

Victor Ho T | [phone]

Executive Director and Company Secretary E |[e-mail]

1. While the term "unmarketable parcel" is commonly used to describe a shareholding worth $500 or less, the holder of such a parcel of shares is still permitted to sell them on-market on the ASX.

2. Clause 152 of the Company's Constitution

www.queste.com.au

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005

ASX:QUE T | [phone] F | [phone] E | [e-mail]

Dear Shareholder,

6 October 2016

NOTICE OF INTENTION TO SELL - SMALL HOLDING SHARE SALE FACILITY

The Company has initiated a Small Holding Share Sale Facility in respect of small parcel shareholdings (also sometimes referred to as 'unmarketable parcels'1) valued at $500 or less (a Small Holding).

The Company's Constitution provides a mechanism by which the Board may, with the deemed agreement of each relevant shareholder, aggregate small holdings and sell them on the shareholders' behalf.

Based on the Company's 5.2 cents closing (last sale) share price on ASX on Wednesday, 5 October 2016 (the

Record Date), a Small Holding is 9,615 or fewer shares

The Company has a large number of shareholders on its share register holding such a Small Holding - some 77 (out of 239) shareholders holding, in aggregate, ~276,065 shares or ~1.04% of the Company's total issued share capital (of 26,578,358 shares).

This Small Holding Share Sale Facility initiative will benefit the Company in terms of savings in maintenance costs in relation to share registry fees and also printing, mail-out and postage costs. Furthermore, for some shareholders, the costs of selling their Small Holdings may result in a proportionally high transaction cost compared to the gross proceeds of sale; the Company's aggregation of Small Holdings to sell on-market may also possibly achieve a higher price for the shares than would have been possible had they been sold as individual small parcels. This initiative also allows for the full gross proceeds to be realised by shareholders of such small parcels as the brokerage and selling costs will be borne by the Company.

Our records indicate that you hold a Small Holding as at the Record Date (5 October 2016). The number of Small Holding shares you hold is set out in the enclosed, personalised Share Retention Form.

The mechanics of this initiative require you to advise the Company (by returning the Share Retention Form) by 5:00pm, Perth time, on Wednesday, 23 November 2016 (being approximately 6 weeks from when this notice was sent to you) (the Due Date), that you do NOT wish your Small Holding shares to be sold. If the Form is not received by the Due Date, the Company will arrange for your shares to be sold through this Facility.

Under the Facility:

• Those shareholders who do not return their Share Retention Form by the Due Date are deemed to have appointed the Company as their agent (and the Directors as their attorney) to sell their Small Holding at a price which, in the opinion of the Directors, is a fair and reasonable price;

• The Company will aggregate the Small Holdings of those shareholders who have not lodged a Share Retention Form by the Due Date and dispose of them as soon as practicable after that date, having regard to the liquidity of the Company's shares on ASX and market conditions;

• If those shares are held in a CHESS Sponsored holding, the Company will, after the Due Date, initiate an adjustment to convert them to the Issuer Sponsored sub-register prior to the proposed sale;

• The aggregated Small Holdings will be sold on-market through a broker nominated by the Board, with the Company bearing all brokerage and selling costs;

• The gross proceeds of sale will be distributed pro-rata to those shareholders after all the Small Holdings have been sold;

1 While the term "unmarketable parcel" is commonly used to describe a shareholding worth $500 or less, the holder of such a parcel of shares is still permitted to sell them on-market on the ASX.

Principal & Registered Office: ASX Code: QUE Advanced Share Registry Services:

Level 2, 23 Ventnor Avenue

West Perth, Western Australia 6005

T | [phone] F | [phone] E | [e-mail] W | www.queste.com.au

1. 58 081 688 164 110 Stirling Highway Nedlands, Western Australia 6009

   T | [phone] F | [phone]

   E | [e-mail]

   W | www.advancedshare.com.au

   • Payment by AUD cheque will be sent to a shareholder's last recorded address on the share register, along with a Notice of Sale confirming the sale details; and

   • Any sale proceeds unable to be distributed will be remitted to ASIC as 'unclaimed monies' after the applicable statutory period.

If you do not wish your Small Holding to be sold by the Company under this Facility, you must return the enclosed 'Share Retention Form' by the Due Date (5:00pm, Perth time, on Wednesday, 23 November 2016).

If this Form is not received by the Due Date, your Small Holding will be included in the shares to be sold under the Facility. The Company and its Share Registrar take no responsibility for lost, undelivered or delayed Share Retention Forms.

Please note that the Facility does not affect your ability to buy or sell QUE shares prior to the Due Date or generally (refer also to the enclosed 'Frequently Asked Questions' for further information).

A summary of your options are:

If you wish to RETAIN your shareholding	Return the Share Retention Form by the Due Date	Return the enclosed 'Share Retention Form' to the Company's Share Registrar by the Due Date
	Increase your shareholding to >$500 prior to the Due Date	Acquire more shares to increase the market value of your shareholding above $500 such that this Facility ceases to be applicable to you
If you wish to DISPOSE of your shareholding	Do Nothing	By refraining from taking any action, after the Due Date, the Company will sell your Small Holding on-market at a fair and reasonable price as determined by the Directors
	Sell your shareholding prior to the Due Date	Dispose of your shareholding prior to the Due Date such that this Facility ceases to be applicable to you

If you have more than one registered shareholding recorded on the Company's share register, you may wish to consider amalgamating them. If you amalgamate your holdings before the Due Date for return of the Share Retention Form, this may result in your amalgamated holdings no longer being a Small Holding. In these circumstances, or if you return a Share Retention Form for each holding, your shares will not be sold under the Facility.

The Facility will not apply if your Small Holding increases in value to be worth more than $500 at the time of the proposed sale by the Company under the Facility.

If you need help deciding what to do, or if you require information regarding the financial, legal or tax consequences of participating in the Facility, you should consult your legal, financial or taxation adviser. Any taxation consequences arising from the sale of your Small Holding under the Facility will be your responsibility.

If you have any questions regarding the operation of the Facility of the completion of the Share Retention Form, please contact the Company Secretary by telephone on [phone] or by email on [e-mail].

If your address on your personalised Share Retention Form is incorrect or out-of-date, please update your address by contacting your Broker (if your holding is CHESS Sponsored) or by contacting Advanced Share Registry Services (if your holding is Issuer Sponsored) by telephone on [phone] or by email on [e-mail].

Yours Sincerely,

Victor Ho

Company Secretary

Small Holding Share Sale Facility - Frequently Asked Questions (FAQ's)

This letter, FAQs and the accompanying Share Retention Form constitutes notice to you under section 152 of the Constitution of Queste Communications Ltd (QUE or the Company), setting out the terms and conditions of the Small Holding Share Sale Facility (the Facility).

1. WHAT IS THE SMALL HOLDING SHARE SALE FACILITY?

   The Facility allows QUE to sell shares on behalf of shareholders who hold less than a 'marketable parcel' (that is, less than $500 worth of QUE shares) on a particular date. Such a Facility is often implemented by listed companies to reduce the disproportionately high registry and administrative costs incurred from maintaining Small Holdings on their share registers.

2. DOES QUE HAVE THE RIGHT TO SELL MY QUE SHARES?

   Yes. QUE is entitled, under clause 152 of its Constitution and ASX Listing Rule 15.13, to sell the Small Holdings unless the holders of those shares notify QUE in writing by the time specified in this notice that they wish to retain their shares. Sale proceeds must be remitted to the shareholders whose Small Holdings have been sold.

3. YOUR CHESS SPONSORED HOLDING WILL BE CONVERTED TO AN ISSUER SPONSORED HOLDING

   If your Small Holding is sponsored by a broker or non-broker participant in CHESS, and your shares are to be sold under this Facility, the Company will convert your shareholding to the Issuer Sponsored sub register in order to effect the sale of your Small Holding. Your broker or non-broker participant will be advised of the conversion.

4. WHAT IF I DON'T WANT MY QUE SHARES TO BE SOLD?

   If you wish to retain your QUE shares, you MUST complete the Share Retention Form and return it so that it is received by QUE's Share Registrar:

   Advanced Share Registry Services

   110 Stirling Highway PO Box 1156

   Nedlands Western Australia 6009 Nedlands Western Australia 6909

   no later than the Due Date of 5:00pm (Perth time) on Wednesday, 23 November 2016. If you do so, your shares will not be sold under this Facility.
5. WHAT ARE THE COSTS OF HAVING MY QUE SHARES SOLD ON MY BEHALF?

   No brokerage or other transaction costs are payable by shareholders whose Small Holdings are sold under the Facility. These costs will be paid by QUE. You do not need to appoint a broker. Taxation consequences arising from the sale of your shares under the Facility will be your responsibility.

6. WHEN WILL MY QUE SHARES BE SOLD?

   Sales of shares will occur on ASX and are expected to occur as soon as practicable after the Due Date on Wednesday, 23 November 2016, having regard to liquidity in QUE shares and as market conditions dictate. The Board will determine the time when your shares are sold. You will not have control over the time at which your shares are sold.

7. WHAT PRICE WILL I RECEIVE FOR SHARES SOLD UNDER THE FACILITY?

The price that you receive for your shares under the Facility will be determined by when and how the shares are sold. The Company Directors will endeavour to sell your shares on market and the sale price will depend on a number of factors, including market conditions at the time of sale.

Your shares will be pooled with all other on-market sales of Small Holdings and the price paid to you will be the volume-weighted average price achieved for the on-market sale of all the Small Holdings. That is, for each share sold, you will receive an amount equal to the total proceeds from all shares sold under the Facility, divided by the total number of shares sold under the Facility.

The sale price may be different from the price appearing in the newspaper or quoted by ASX on any day and may not be the best price on the day that your shares are sold.