QSC AG

Investor Presentation • Mar 5, 2013

QSC AG

Company Presentation

Preliminary Results FY 2012 / Outlook 2013

Cologne, March 4, 2013

AGENDA

• 1. Highlights and Milestones 2012
• 1. Financial Results 2012
• 3.Current and Upcoming Regulatory Issues
• 1. Outlook 2013
• 1. Questions & Answers

QSC ACHIEVED ITS FINANCIAL TARGETS IN 2012 …

• • Revenues of € 481.5 million (+1%)
• • ICT revenues in Direct Sales up by 24% to € 187.9 million
• •ICT revenues in Indirect Sales up by 3% to € 125.1 million
• •TC revenues in Resellers down by 18% to € 168.5 million
• •EBITDA margin of 16%
• •Free cash flow of € 23.6 million
• • The Management Board will propose a dividend raise to € 0.09 per share

… AS WELL AS ALL OF ITS MILESTONES

Milestone	Target	Achievement
Transformation	Accelerate transformation process from TC to ICT business	ICT revenue share rose from 57% in 2011 to 65% in 2012
Integration	Simplify company structure	Merger of INFO AG completed in July 2012
New customers	Win large ICT projects	Highest TCV in QSC's history
New sales partners	Win 50 additional sales partners	Won 89 additional sales partners with an IT background

TRANSFORMATION PROCESS ON TRACK

Growth drivers

• • Joint efforts of INFO AG andQSC to win customers
• •Higher demand for ICT products
• •Consolidation effect: INFO AG

Growth restraints

•

• • Fierce price competition in TC business
• Declining demand for Call-by-Call and Preselect offerings
• •Unfavorable voice regulation

DIRECT SALES BECAME THE LARGESTBUSINESS UNIT IN 2012

Growth drivers

• • Growing demand for large outsourcing projects
• • Ongoing high demand for consulting services(SAP and Microsoft)
• •Consolidation effect: INFO AG

Growth restraints

• • "War for talent":
• IT experts are scarce
• • Growing price competition inVPN business

A GOOD BASE FOR FUTURE GROWTH IN DIRECT SALES: THE HIGHEST TCV IN THE HISTORY OF QSC

• • In 2012, QSC won new contracts with a TCV of € 193.1 million
• • € 120.4 million stem from large orders from single customers
• • Winning large orders only possible thanks to close collaboration of INFO AG and QSC teams

HUGE SUCCESS IN THE GAS AND ENERGY INDUSTRY

Industry	Total contract value 2012
Gas/Energy	€ 100,823,000
Consumer Electronics	€ 31,782,000
Industry / Oil & Chemistry	€ 16,867,000
Retail	€ 14,915,000
Insurance/Healthcare	€ 5,871,000
Food & Beverages (Tobacco)	€ 4,397,000
Logistics/Shipping	€ 3,642,000
Chemical Industry	€ 2,632,000
Others	€ 12,152,000
Total	€ 193,080,000

Aspects of the new contracts

• • Recurring revenues will start in 2013
• • Contracts run for at least 3-5 years
• • QSC will become an integral part of its customers' ICT
• • Start of a long-term customer relationship

VERTICAL SALES STRATEGY IS PAYING OFF

ACCELERATED INTEGRATION OF INFO AG HELPS TO SPEED UP PROCESSES IN DIRECT SALES

• • Merger of INFO AG and INFO Holding came into effect onJuly 17, 2012, much earlier than anticipated
• • Listing of INFO AG was terminated; no further costs for two public companies (AGM, designated sponsorship, financial reports, etc.)
• • In Q3 2012, QSC started several initiatives to streamline back office
• •Consolidation of infrastructure locations
• •Centralization of procurement
• •Uniform management structures in various areas (Finance, HR, Legal, Marketing)
• • Emphasis on soft factors: "One company, one culture"

INDIRECT SALES GAINED STRENGTH DURING 2012

Growth drivers

• •Growing demand for ICT products
• • High demand for IP-based telephony services

Growth restraints

• •Fierce price competition in legacyvoice business
• • Preparation time needed before additional partners are able to generate additional revenues

GOOD BASE FOR FUTURE GROWTH: QSC WON89 ADDITIONAL SALES PARTNERS IN 2012

Partner Sales focuses on companies with 10 to 500 employees

NEW GROWTH OPPORTUNITY: CLOUD SERVICES TOGETHER WITH MICROSOFT AND SAP

• • QSC and Microsoft extended their partnership in 2012 Main topics: Cloud Services, Windows 8, Collaboration Services
• • In H2 2012, Microsoft and QSC began work on a "Workplace in the Cloud" – this innovation will be launched at CeBIT 2013
• • In September 2012, QSC also announced the extension of itslong-term partnership with SAP
• • QSC is among the first providers in the DACH region to make SAP applications available from the Cloud
• • First services in Q4 2012 will include the SAP Afaria facility management solution and the SAP Mobile Platform

REVENUE DECLINE IN TC BUSINESS STRONGER THAN EXPECTED

Growth restraints

• • Fierce price competition in ADSL2+ and Call-by-Call/Preselect business
• • Network Outsourcing also hit by adverse market conditions
• •Unfavourable regulation

QSC'S OPERATING DEVELOPMENT IN 2012 AT A GLANCE

•Growth in Direct Sales

QSC group is able to win projects in new dimensions

•Growth in Indirect Sales

Focus on IP-based and ICT products help to overcome thetemporary weakness during H1 2012

•Decline in Resellers

Adverse market conditions speed up the withdrawal of QSC

⇒ 2012 has shown that acquiring INFO AG and IP Partner and initiating the transformation process were the right decisions

AGENDA

• 1. Highlights and Milestones 2012
• 1. Financial Results 2012
• 3.Current and Upcoming Regulatory Issues
• 1. Outlook 2013
• 1. Questions & Answers

ON THE WHOLE, 2012 WAS CHARACTERIZED BY STABLE DEVELOPMENT

	2 0 1 1	2 0 1 2
R • e e n e s v u	4 7 8 1	4 8 1. 5	0. 7 % +
C f R ( ) 1 t • o s o e e n e s v u	3 2 2 3	3 2 0. 2	0. 7 % -
G f i t • r o s s p r o	1 5 5. 8 +	1 6 1. 3 +	3. 5 % +
( 1 ) O h i t t • e r o p e r a n g e x p e n s e s	7 5 9	8 3 4	9 9 % +
E B I T D A f i t • p r o	7 9. 9 +	7 7. 9 +	2 5 % -
D i i t • e p r e c a o n	5 3 7	5 3 3	0. 7 % -
E B I T f i t • p r o	2 6. 2 +	2 4. 6 +	6. 1 % -
F i i l l t • n a n c a r e s u s	2 8 -	3 9 -	3 9 3 % -
E B T •	2 3. 4 +	2 0. 7 +	1 1. 5 % -

(1) Excluding depreciation and non-cash share-based payments

REVENUES GREW QUARTER BY QUARTER IN 2012

• • Q1 2012: Traditionally low revenues in IT Consultingand IT Outsourcing
• • Q4 2012: Boosted byone-off effect in Reseller business

PROFITABILITY GREW QUARTER BY QUARTER AS WELL

• • Q1 2012: Characterizedby investment inanticipated growth
• • Q4 2012: Benefited from one-off effect in Reseller business

LOWER INFRASTRUCTURE COSTS STRENGTHEN PROFITABILITY

Drivers

• • Ongoing optimization of the QSC infrastructure
• • Renegotiation of maintenance contracts
• • Renegotiation of contracts for leased lines etc

QSC INVESTS JUST UP TO 8% OF ITS REVENUES

Three CAPEX components

• • ~50% customer-driven investments(e.g. routers, servers)
• • ~25% maintenance investmentsin existing infrastructure
• • ~25% extension of capacity(e.g. data centres)

QSC EARNED A SUSTAINABLE FREE CASH FLOW

(in $\epsilon$ million)	Dec. 31, 2011	Dec. 31, 2012	FCF 2012
Cash and short-term deposits	23.8	34.8	$+11.0$
Available-for-sale financial assets	0.3	0.4	$+0.1$
Liquidity	24.1	35.2	$+11.1$
Liabilities under financing arrangements	$-13.6$	$-11.3$	$+2.3$
Liabilities due to banks	$-43.6$	$-79.2$	$-35.6$
Interest-bearing liabilities	$-57.2$	$-90.5$	$-33.3$
Net debt	$-33.1$	$-55.3$	$-22.2$
Dividend			$+11.0$
Acquisitions			$+5.8$
Share buy-back			$+29.0$

QSC'S FIRST SHARE BUY-BACK PROGRAMSUCCESSFULLY CONCLUDED

• • As of November 5, QSC concluded its first share buy-back programin its history
• • The company bought 13,699,913 shares (9.98% of capital stock) for €29.0 million
• • As of January 9, 2013, QSC decided to redeem treasury shares and to reduce capital stock

QSC'S FINANCING BUILT ON A SOLID BASE

AGENDA

• 1. Highlights and Milestones 2012
• 1. Financial Results 2012
• 3.Current and Upcoming Regulatory Issues
• 1. Outlook 2013
• 1. Questions & Answers

REGULATION IN GERMANY HAS A PROFOUND IMPACT ON CONVENTIONAL TC BUSINESS

• • Two main tendencies in Germany through EU regulation:
• •Lower regulated termination fees for mobile and fixed networks
• •Possible withdrawal of the regulator from certain markets
• •Both developments impede conventional TC business
• • QSC foresaw these developments and started the transformation process to become an ICT provider

HISTORY OF REVENUE LOSSES INITIATED BY THE REGULATOR (BNetzA)

• • March 9, 2011: Reduction of mobile termination fees
• •Reduction by 49 – 53%
• •Effect on QSC: € -20 million revenues in 2011, no effect on profitability
• • July 6, 2011: Reduction in fees for utilization of fixed networks
• •Reduction by some 20%, depending on the rate level in question
• • Effect on QSC: € -6 million revenues in H2 2011 and€ -6 million in H1 2012, no effect on profitability

THE NEXT WAVE: THE DECISIONS OF NOVEMBER 2012

• •December 1, 2012: Lower interconnection fees were proposed
• • Three main elements:
• •Lower mobile fees: 45 – 47%
• •Lower fixed-line fees: 20 – 40%
• •A new structure of fixed-line termination fees concerning altnets
• • Effects on QSC:
• • € -30 million revenues in 2013(~55% Reseller / ~45% Indirect Sales)
• •€ 3 – 4 million less profit in 2013

NEGATIVE EU IMPACT ON FUTURE REGULATION

• • Signals from EU Commission are advocating termination fees even lower than those proposed by BNetzA, especially for mobile networks
• •Decision to be expected in H1 2013
• • Commission has recently focused more on incentives for incumbent investment than on competition
• ⇒ Fierce price competition, changing demand and possible negative outlook for regulatory effectiveness are major drivers of conventional TC business today
• ⇒QSC will definitely focus on ICT business

AGENDA

• 1. Highlights and Milestones 2012
• 1. Financial Results 2012
• 3.Current and Upcoming Regulatory Issues
• 1. Outlook 2013
• 1. Questions & Answers

GUIDANCE FOR FINANCIAL YEAR 2013

QSC anticipates:

• •Revenues of at least € 450 million
• •An EBITDA margin of at least 17%
• • Free cash flow of at least €24 million
• •A dividend of at least € 0.09 per share

As in 2012, QSC expects a weaker H1 and a stronger H2

TRANSFORMATION AND REGULATION HAVEA SIGNIFICANT IMPACT ON REVENUES

TWO-TRACK DEVELOPMENT IN 2013

Direct Sales – the growth driver

• •TCV in 2012 was exceptionally high
• •High level of new orders is a good base for growth in 2013 and beyond
• •Business in 2013 will therefore grow faster than the ICT market

Indirect Sales – growth with new products

• •New ICT products + new IT sales partners will lead to higher ICT revenues
• •Partners also sell conventional TC products
• •Despite regulatory impact Indirect Sales will remain stable in 2013

Resellers – shrinking importance of TC business

•Ongoing revenue decline due to market conditions and regulation

FINALIZATION OF TRANSFORMATION:OPERATING CHALLENGES IN 2013

• • Further simplification of organizational structure: Merger of INFO AG andQSC AG is planned for 2013
• •Higher efficiency of TC business
• •Extension of the team despite the "war for talent"
• •Stronger emphasis on Cloud business / launch of QSC-tengo
• •Progress in R&D projects – first prototypes expected to be ready

HIGHER EFFICIENCY IN TC BUSINESSAN ONGOING PROCESS

EXPANDING THE WORKFORCE

The "war for talent" is a huge issue in the entire ICT industry

QSC manages to win additional talent mainly thanks to

• • Strong emphasis on vocational training (> 100 apprentices and trainees as of now)
• •Intensive HR marketing
• •Unique company culture

QSC WILL LAUNCH TENGO –THE WORKPLACE IN THE CLOUD

CORE FEATURES OF QSC-TENGO (1)

tengo® desktopVirtual workplace including Microsoft Windows, Microsoft Office and storage in the Cloud

tengo® mailE-mails, calendar and contacts synchronized with all devices based on Microsoft Exchange

tengo® communication Communication platform for instant messaging, IP-based telephony, checking availability, conferencing and sharing based on Microsoft Lync

CORE FEATURES OF QSC-TENGO (2)

tengo®projectroom

Storage, editing and distribution of information and documents in virtual project rooms based on Microsoft Sharepoint

tengo® mdmCentral allocation and administration of mobile devices and distribution of internally developed apps

tengo® devicesSuitable devices for Cloud services (optional)

tengo®consulting

Modular consulting packages for implementing Cloud services,including active directory synchronization, data migration,and porting of telephone numbers

QSC-TENGO: AN ATTRACTIVE OFFER FORBUSINESS CUSTOMERS

• •It includes everything that employees of SMEs need for their daily work
• •It is easy to handle – both offline and online
• •It will run on numerous devices like PCs, tablets and smartphones
• • It supports the trend of "Bring your own Device" (BYOD) as it allows to integrate all kinds of devices
• •Customers do not have to invest, but will pay per-booked seat
• ⇒ The workplace of the future is the central platform for QSC's Cloud services for the workspace

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NEXT STEP IN CLOUD BUSINESS: INNOVATIVE SERVICES FOR NEW MARKETS

• • QSC has started numerous R&D initiatives since 2011
• • 2011: SensorCloud – a highly scalable platform for capturing, storing and using measurement data. Project won an innovation prize from the German Ministry of Economics and Technology.
• • 2011: O(SC) ²AR – Open Service Cloud for the Smart CarSupported by the German Ministry of Technology as well
• • 2012: Energy Management – a Cloud platform for the energy sector in times of decentralization of power production (e.g. Wind, PV). Consortium with QSC now heading for EU support

ENERGY MANAGEMENT / SENSOR CLOUD: FIRST PILOTS WILL START IN 2013

• •QSC has a proven track record of working for energy and gas providers
• •QSC has built an ecosystem of industry and science partners
• • Cooperations have led to the development of innovative services using Cloud-based m2m communication
• • Virtual utility – a platform for monitoring and managing decentral power plants using renewable energy sources. First pilots in 2013, launch planned for 2014
• • Smart Energy box – a device for measuring energy consumptionFirst pilots in 2013

O(SC)2AR: READY TO GO IN 2013

• • Under the lead of RWTH Aachen and Street Scouter, a consortiumhas been working on innovative applications for electric vehicles. QSC is responsible for the development of apps as well as the connection to the Cloud
• • First services are now ready for prototype testing:
• •Dynamic and adaptive range calculation
• •Apps for car usability
• •Reservation of battery charging stations
• •Certification is planned for year-end 2013 / beginning of 2014

NEW SERVICES WILL OPEN UP NEW GROWTH OPPORTUNITIES FOR QSC

• • QSC is focusing on developing and building up intellectual property (IP) for multi-billion markets like energy and electric mobility
• •QSC will market its new services together with strong partners
• •Strong R&D network will help to find suitable partners andto build up a long-term partnership
• •New services will strengthen the Reseller business, starting in 2014

2013: A CHALLENGING BUT FORMATIVE YEAR

• • Two-track operating development in 2013: Growth in ICT business vs. shrinking TC business
• •Unfavorable regulation will lead to a sharp decline in TC revenues
• •Profitability and financial strength of QSC group will grow during 2013
• • QSC will terminate its preparations to become an ICT provider by
• •Simplifying its organization
• •Strengthening its workforce
• •Accelerating its Cloud business

⇒Good base for sustainable and profitable growth from 2014 onwards

2013 WILL PAVE THE WAY FOR REALIZING OUR VISION 2016

In 2016, QSC will be a company with

• •Revenues of € 0.8 – € 1.0 billion
• •An EBITDA margin of 25%
• • Free cash flow of
• € 120 € 150 million

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QSC'S FOUNDERS BELIEVE IN THIS VISIONAND HAVE INCREASED THEIR SHAREHOLDINGS

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AGENDA

• 1. Highlights and Milestones 2012
• 1. Financial Results 2012
• 3.Current and Upcoming Regulatory Issues
• 1. Outlook 2013
• 1. Questions & Answers

FINANCIAL CALENDAR

M h 2 8 2 0 1 3 a r c ,	P b l i i f A l R 2 0 1 2 t t c a o n o n n a e p o r u u
M 1 3 2 0 1 3 a y ,	P b l i i f Q l R I / 2 0 1 3 t t t u c a o n o u a r e r y e p o r
M 2 9 2 0 1 3 a y ,	S A l h h l d M i t n n a a r e o e r s e e n g u
A 1 2 2 0 1 3 t u g u s ,	P b l i i f Q l R I I / 2 0 1 3 t t t u c a o n o u a r e r y e p o r
N b 1 1 2 0 1 3 o e m e r v ,	Q P b l i i f l R I I I / 2 0 1 3 t t t c a o n o a r e r e p o r u u y

CONTACT

QSC AGArne ThullHead of Investor RelationsMathias-Brüggen-Strasse 5550829 Cologne

Phone +49-221-6698-724Fax +49-221-6698-009E-mail invest@qsc.deWeb www.qsc.de

twitter.com/QSCIRdetwitter.com/QSCIRenblog.qsc.dexing.com/companies/QSCAGslideshare.net/QSCAG

SAFE HARBOR STATEMENT

This presentation includes forward-looking statements as such term is defined in the U.S. PrivateSecurities Litigation Act of 1995. These forward-looking statements are based on management'scurrent expectations and projections of future events and are subject to risks and uncertainties. Many factors could cause actual results to vary materially from future results expressed or impliedby such forward-looking statements, including, but not limited to, changes in the competitive environment, changes in the rate of development and expansion of the technical capabilities of DSL technology, changes in prices of DSL technology and market share of our competitors, changes in the rate of development and expansion of alternative broadband technologies andchanges in prices of such alternative broadband technologies, changes in government regulation, legal precedents or court decisions relating, among other things, to line sharing, rent for co location and unbundled local loops, the pricing and timely availability of leased lines, and othermatters that might have an effect on our business, the timely development of value-addedservices, our ability to maintain and expand current marketing and distribution agreements andenter into new marketing and distribution agreements, our ability to receive additional financing if management planning targets are not met, the timely and complete payment of outstandingreceivables from our distribution partners and resellers of QSC services and products, as well as the availability of sufficiently qualified employees.

A complete list of the risks, uncertainties and other factors facing us can be found in our public reports and filings with the U.S. Securities and Exchange Commission.

DISCLAIMER

• • This document has been produced by QSC AG (the "Company") and is furnished to you solely for your information and may not be reproduced or redistributed, in whole or in part, to any other person
• • No representation or warranty (express or implied) is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information contained herein and, accordingly, none of the Company or any of its parent or subsidiary undertakings or any of such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document
• • The information contained in this document does not constitute or form a part of, and should not be construed as, an offer of securities for sale or invitation to subscribe for or purchase any securities and neither this document nor any information contained herein shall form the basis of, or be relied on in connection with, any offer of securities for sale or commitment whatsoever