Queste Communications : Notice of AGM, Explanatory Statement & Proxy Form

NOTICE OF

ANNUAL GENERAL MEETING

and

EXPLANATORY STATEMENT

	TO SHAREHOLDERS
Date and Time of Meeting:	4:00 pm (Perth time)
	on Thursday, 19 November 2020
Place of Meeting:	Queste Communications Ltd
	Level 2
	31 Ventnor Avenue
	West Perth, Western Australia

IMPORTANT NOTICE

It is recommended that shareholders read this Notice of Annual General Meeting and Explanatory Statement in full and if there is any matter that you do not understand, you should contact your financial adviser, stockbroker or solicitor for advice.

The Chairman of the Annual General Meeting will vote open proxies received in favour of Resolution 1 (Re- election of Director) and Advisory, Non-Binding Resolution 2 (Adoption of Remuneration Report).

This Notice of Annual General Meeting and Explanatory Statement is dated 19 October 2020.

ASX Code: QUE

Queste Communications Ltd

A.B.N. 58 081 688 164

PRINCIPAL & REGISTERED OFFICE:	SHARE REGISTRY:
	Advanced Share Registry Limited
	Western Australia - Main Office	New South Wales - Branch Office
Level 2	110 Stirling Highway	Suite 8H, 325 Pitt Street
31 Ventnor Avenue	Nedlands, Western Australia 6009	Sydney, New South Wales 2000
West Perth, Western Australia 6005	PO Box 1156, Nedlands	PO Box Q1736
	Western Australia 6909	Queen Victoria Building, New South Wales 1230
T | [phone]	Local T | 1300 113 258
F | [phone]	T | [phone]	T | [phone]
E | [e-mail]	F | [phone]
W | www.queste.com.au	E | [e-mail]	W | www.advancedshare.com.au

Notice of Annual General Meeting	Queste Communications Ltd
	A.B.N. 58 081 688 164

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (AGM) of shareholders of Queste Communications Ltd A.B.N. 58 081 688 164 (Queste or QUE or Company) will be held at Queste Communications Ltd, Level 2, 31 Ventnor Avenue, West Perth, Western Australia at 4:00 pm (Perth time) on Thursday, 19 November 2020.

AGENDA

ORDINARY BUSINESS

1. 2020 Annual Report

To consider and receive the Directors' Report, Financial Statements and Auditor's Report of the

Company for the financial year ended 30 June 2020.

The 2020 Annual Report will be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2020 Annual Report may be viewed and downloaded from the Company's website: www.queste.com.au or emailed to shareholders upon request to [e-mail], when available.

2. Resolution 1 - Re-Election of Victor Ho as Director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Victor Poh Hong Ho, who retires (by rotation) at this Annual General Meeting pursuant to the Constitution of the Company, being eligible, be re-elected as a Director of the Company."

3. Resolution 2 - Adoption of Remuneration Report

To consider, and if thought fit, to pass the following resolution as an advisory, non-binding resolution:

"That the Remuneration Report as detailed in the Directors' Report for the financial year ended 30 June 2020 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this resolution.

Voting Exclusion and Restriction: The Company will disregard any votes cast on this resolution (in any capacity, except as specified below) by or on behalf of a member of "Key Management Personnel" (as defined in the Accounting Standards) and their "Closely Related Parties" (as defined in the Corporations Act 2001 (Cth)) (together, the Restricted Voters).

Key Management Personnel (KMP) are the Company's Directors and Executives identified in the Company's Remuneration Report (which is included in the 2020 Annual Report).

A Closely Related Party of a KMP means a spouse or child of the KMP, a child of the KMP's spouse, a dependant of the KMP or of the KMP's spouse, anyone else who is one of the KMP's family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP's dealings with the Company or a company the KMP controls.

However, a Restricted Voter may cast a vote on this resolution as a proxy, for a person other than a Restricted Voter, on the basis that either:

1. the appointment specifies the way the proxy is to vote on the resolution; or
2. the proxy is the Chair of the meeting and the appointment expressly authorises the Chair of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.

Shareholders should note that if a shareholder appoints the Chair as a proxy, or the Chair is appointed by default under the Appointment, and the Chair is not directed as to how to vote on Resolution 2 then, on the poll for that item, the Chair intends to vote any undirected proxies in favour of Resolution 2.

Shareholders may also choose to direct the Chair to vote against the resolution or to abstain from voting on the resolution.

2020 ANNUAL GENERAL MEETNG | 1

Notice of Annual General Meeting	Queste Communications Ltd
	A.B.N. 58 081 688 164

DATED THIS 19th DAY OF OCTOBER 2020

BY ORDER OF THE BOARD

VICTOR HO

COMPANY SECRETARY

2020 ANNUAL GENERAL MEETNG | 2

Explanatory Statement	Queste Communications Ltd
	A.B.N. 58 081 688 164

EXPLANATORY STATEMENT

• This Explanatory Statement is provided to Queste shareholders pursuant to and in satisfaction of the Corporations Act 2001 (Cth) (Corporations Act) and the ASX Listing Rules.
• This Explanatory Statement is intended to be read in conjunction with the Notice of AGM (Meeting Document).
• Shareholders should read this Meeting Document in full to make an informed decision regarding the resolutions considered at this AGM.

1. 2020 ANNUAL REPORT

Section 317 of the Corporations Act requires the Directors of the Company to lay before the AGM the Directors' Report, Financial Report and the Auditor's Report for the last financial year that ended before the AGM. These reports are contained within the Company's 2020 Annual Report.

A copy of the 2020 Annual Report will be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2020 Annual Report may be viewed and downloaded from the Company's website: www.queste.com.au or the ASX website (www.asx.com.au) under ASX Code: QUE or emailed to shareholders upon request to [e-mail], when available.

Shareholders as a whole will be provided with a reasonable opportunity to ask questions or make statements in relation to these reports and on the business and operations of the Company but no resolution to adopt the reports will be put to shareholders at the AGM.

Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the Auditor's Report and the conduct of the audit of the Financial Report.

2. ORDINARY RESOLUTION 1 - RE-ELECTION OF VICTOR HO AS DIRECTOR

Resolution 1 seeks shareholder approval for the re-election of Victor Ho as a Director of the Company.

The Company's Constitution requires one-third of the Directors (or if that is not a whole number, the whole number nearest to one-third) to retire at each AGM. The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. No Director may retain office for more than 3 years without submitting himself for reelection even though this would result in more than one-third of the Company's Directors retiring from office. These rules do not apply to the Managing Director.

Victor Ho retires at the AGM under these rules. However, being eligible, he has offered himself for re-election as a Director of the Company.

Victor Ho has been a Director of the Company since 3 April 2013 and was most recently re-elected a Director at the 2018 AGM held on 30 November 2018.

Victor Ho's experience, qualifications and other listed directorships are detailed in the Directors' Report in the Company's 2020 Annual Report.

Directors' Recommendation

The Board (other than Victor Ho, who makes no recommendation in respect of his own re-election as a Director) supports the re-election of Victor Ho to the Board and recommends that shareholders vote in favour of Resolution 1.

2020 ANNUAL GENERAL MEETNG | 3