QSC AG

Investor Presentation • Aug 20, 2012

QSC AG

Company Presentation

Results Q2 2012

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Cologne, August 13, 2012

AGENDA

• 1. Highlights Q2 2012
• 1. Financial results Q2 2012
• 3.Financial outlook 2012
• 1. Questions & Answers

MAJOR ACHIEVEMENTS FROM APRIL TO JULY 2012

• • Transformation process in Q2 2012:
• •ICT revenues in Direct Sales up by 29%
• •Mainly legacy TC revenues in Wholesale down by 25%
• • New contracts in Direct Sales with a total contract value (TCV) of €40.4 million in Q2 2012
• •New IT Sales Partners: +53 partners since the start of 2012
• •Extension of the partnership with Microsoft

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• Merger with INFO AG completed ahead of schedule / Successful squeeze out

DIRECT SALES HAS BECOME THE LARGEST SEGMENT

Growth drivers

• •New customers in Direct Sales
• • One-month consolidation effect of INFO AG

Growth restraints

• •Fierce price competition especially in ADSL2+ business
• •Decline in legacy voice
• •€ 3 million less in termination fees

NEW CUSTOMERS:ANOTHER SUCCESSFUL QUARTER

Industry	Total contract value (Q2 2012)
Gas/Energy	€ 27,988,000
Chemical Industry	€ 2,632,000
Consumer Electronics	€ 2,401,000
Retail	€ 1,791,000
Food & Beverages (Tobacco)	€ 1,149,000
Finance	€ 635,000
Insurance/Healthcare	€ 570,000
Facility	€ 490,000
Logistics/Shipping	€429,000
Others	€ 2,270,000
Total	€ 40,355,000

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Highlights

• • Amprion (a leading electric grid operator in Europe):Outsourcing of the entire IT infrastructure and IT systems; SAP and Microsoft
• • In H1 2012, QSC won orders with a total contractvalue of € 76.8 million – slightly more as in theentire year 2011

^⇒Revenue impact from Q4 2012 / Q1 2013 onward

NEW CUSTOMERS:FROM TRANSITION TO REVENUE GENERATION

• • Compared to 2010, the new QSC group is in a position towin orders with a tenfold volumeand even more
• •These orders typically run for at least for 3–5 years
• •At the beginning, there is always a transition period of 6–9 months
• • The transition impacts on CAPEX as well as OPEX(used for migrating IT systems to QSC's data centres)
• •In some cases, QSC takes over additional IT talents

NEW IT SALES PARTNERS: QSC HAS ALREADY WON 53 PARTNERS IN 2012 AND NOW AIMS TO WIN 80

Partner Sales focuses on companies with 10 to 500 employees

EXTENSION OF THE PARTNERSHIP WITH MICROSOFT:FIRST HYBRID CLOUD OFFERINGS IN H2 2012

• •INFO AG is a Microsoft Gold Partner for Desktop and Server Platforms
• • In July 2012, Microsoft Deutschland and INFO AG agreed to collaborate closely in three areas:
• •Cloud Services for German SMEs
• • UC and collaboration using MS Sharepoint, MS Exchangeand MS Lync
• •Introduction of Windows 8
• • For H2 2012, the QSC group plans to produce its first Microsoft hybrid cloud offerings

MERGER WITH INFO AG COMPLETED EARLIER THAN ANTICIPATED

Merger of INFO AG and INFO Holding came into effect on July 17, 2012

• •All outstanding INFO AG shares were acquired (€ 5.8 million)
• •Listing of INFO AG was terminated

INFO Holding was renamed INFO AG on July 17, 2012

•New company will be led by a four-member management board

Stronger integration to commence as early as second half of 2012

• •Consolidation of infrastructure locations
• •Centralization of procurement

PROGRESS MADE IN KEY AREAS

Milestone	Progress	Target for 2012
Integration	Merger completed	Merger competed >Target achieved
New customers	Total contract value of $\epsilon$ 40.4 million Direct sales revenues up by 29%	Direct Sales growth faster than market
New products with Intellectual Property (IP)	3rd launch: QSC-Analyser	Launch 4-6 products
New sales partners	Won 53 IT sales partners in 2012	Win 80 IT sales partners >Raised target

• 1. Highlights Q2 2012
• 1. Financial results Q2 2012
• 1. Financial outlook 2012
• 1. Questions & Answers

ONGOING TRANSFORMATION AND INFO AG CONSOLI-DATION MAKE Y-o-Y COMPARISON MORE DIFFICULT

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

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

QSC'S PROGRESS SHOWS ITSELF MORE EASILYIN A Q-o-Q COMPARISON

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

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

ONGOING EXTENSION OF THE WORKFORCE

• • Number of employees upby 51 in Q2 2012
• • Compared to Q2 2011, total personnel costs roseby 27% to € 22.3 million
• • In fast-growing Direct Sales, personnel costs rose by 47%to € 12.8 million

EARNINGS ROSE IN Q2 2012 DESPITEHIGHER PERSONNEL EXPENSES

QSC ACCELERATED TRANSFORMATION PROCESS INQ2 2012 – DIRECT SALES BEING THE GROWTH DRIVER

CAPEX IMPACTED BY HUGE ORDERS IN DIRECT SALES

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Main CAPEX components

• • Customer-driven investments(e.g. routers, servers). For a large account, these investments caneasily exceed € 1 million
• • Maintenance investmentsfor existing infrastructure
• • Extension of capacity(e.g. data centers)

QSC EARNED A FREE CASH FLOW OF € 6.6 MILLION

$\sqrt{(\textsf{in} \in \textsf{million})}$	March 31, 2012	June 30, 2012
Cash and cash equivalents	29.0	36.9
Available-for-sale assets	0.3	0.3
Liquidity	29.3	37.3
Liabilities under financing arrangements	$-12.4$	$-11.4$
Liabilties due to banks	$-44.2$	$-64.2$
Interest-bearing liabilities	$-56.6$	$-75.6$
Net debts	$-27.3$	$-38.3$
Dividend payment		11.0
Share buy back		6.6
Net debts (before dividend/share buy back)	$-27.3$	$-20.7$

TWO MAJOR SHAREHOLDER VALUE INITIATIVES

• • Payment of the first dividend in the history of QSC as of May 17, 2012: € 0.08 represent a yield of 3.9% at this day
• • Start of share buyback program in May 2012
• • By August 10, 2012, QSC has acquired 7,869,565 sharesand spent €16.7 million
• •The company now owns 5.7% of its shares
• • QSC aims to buy up to 13.7 million shares (10% of capital stock) by December 31, 2012

OPERATING BUSINESS IS GENERATINGA SUSTAINABLE FREE CASH FLOW IN 2012

AGENDA

• 1. Highlights Q2 2012
• 1. Financial results Q2 2012
• 3.Financial outlook 2012
• 1. Questions & Answers

QSC GIVES MORE PRECISE GUIDANCE

By July 2012, QSC had accelerated its transformation process

• •Direct Sales has become the largest segment
• •Wholesale revenues declined faster than expected
• •Merger of INFO AG completed earlier than expected

QSC is thus providing more precise details to the guidanceand now expects

• •Revenues of € 480 – € 490 million
• •An EBITDA margin of 16%
• •Free cash flow of € 22 – € 26 million

Despite higher integration costs, QSC will be able to achieveall minimum goals

ACCELERATED TRANSFORMATION PROCESS

Direct Sales – the growth driver

• •Strong operating growth in Q2 2012 (+9% q-o-q)
• •High level of new orders
• •Business will grow much faster than the ICT market

Indirect Sales – returning to growth course

• •Stable development in H1 2012
• •New ICT products + > 50 additional IT sales partners
• •Business will generate higher revenues in the quarters to come

Wholesale – shrinking importance of TC business

• •Revenue decline faster than expected in H1 2012
• •Further decline expected in H2 2012

2012 IS A YEAR OF PREPARATION AND NOW ALSOA YEAR OF ACCELERATED INTEGRATION

Focus on sales synergies and product development

Main areas of integration

• •Back office
• •ICT infrastructure
• •Procurement operations

Main areas of investments in expected growth

•	M I T t o r e e x p e r s	8 0 1 2 0 1 2 i H + n
•	M l t o r e s a e s p a r n e r s	3 i H 1 2 0 1 2 5 + n
•	N d i h I l l l P ( I P ) t t t t t e p r o c s o n n e e c a r o p e r w u w w u y	3 i H 1 2 0 1 2 + n

AGENDA

• 1. Highlights Q2 2012
• 1. Financial results Q2 2012
• 3.Financial outlook 2012
• 1. Questions & Answers

CONTACT

QSC AGArne ThullHead of Investor RelationsMathias-Brüggen-Strasse ⁵⁵ 50829 Cologne

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

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SAFE HARBOR STATEMENT

This presentation includes forward-looking statements as such term is defined in the U.S. Private Securities Litigation Act of 1995. These forward-looking statements are based on management's current 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 implied by 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 and changes 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 other matters that might have an effect on our business, the timely development of value-added services, our ability to maintain and expand current marketing and distribution agreements and enter 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 outstanding receivables 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

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