QSC AG

Investor Presentation • Jan 19, 2011

QSC AGNew Partnership with TELE2

Cologne, December 23, 2010

• 1. The agreements between QSC and TELE2
• 1. Implications for QSC
• 1. Questions & Answers

THE AGREEMENTS AT A GLANCE

• • Premature termination of the collaboration agreement: TELE2 is paying € 66.2 million for the premature termination of the collaboration agreement, which would otherwise have run through December 31, 2013
• •QSC acquires 32.5% of Plusnet:

QSC is paying € 36.7 million to acquire the 32.5%-stake of TELE2 in Plusnet, equivalent to the current book value of the stake

•10-year Managed Outsourcing contract:

Following freenet, TELE2 is the second customer of QSC for its new Managed Outsourcing business

• 10-year DSL wholesale partnership: With TELE2, QSC is gaining another branded DSL wholesale partner (current partners include 1&1, Congstar, HanseNet)

SEPTEMBER 1, 2006

NEW STRUCTURE AS OF NOVEMBER 1, 2010

CASH FLOWS AFTER CLOSING IN JANUARY 2011

Net settlement of TELE2 of € 29.5 million

NEW PARTNERSHIP FOR MANAGED OUTSOURCING

• • TELE2 and QSC have signed a partnership, which will initially run for ten years
• • QSC will integrate TELE2's narrowband network into its NGN; customers of 01013 and other services will stay with TELE2
• •In the future, QSC will handle the complete voice traffic
• •TELE2 is the second partner for QSC's Managed Outsourcing services

• • With the new partnership, QSC will further broaden its leading positionin handling VoIP-based voice minutesin Germany

• 1. The agreements between QSC and TELE2
• 1. Implications for QSC
• 1. Questions & Answers

IMPLICATIONS FOR QSC'S FINANCIALS

• • Transaction will become effective immediately but payments will not be dueuntil January 2011
• •No major impact on financials for FY 2010
• •No major impact on Profit & Loss Statement from 2011 onwards
• •Increase of net cash position by € 29.5 million after closing
• • Advanced payments will boost QSC's free cash flow in 2011, but lack of TELE2 payments will lower free cash flows in 2012 and 2013
• •Unchanged CAPEX forecast, as Plusnet had always been fully consolidated

TWO EFFECTS ON THE BALANCE SHEET

• • Reduction in cash and liabilities to minority shareholders by € 37 million respectively
• •Increase in cash and deferred costs by € 66 million respectively

B l S h f S 3 0, 2 0 1 0 i E U R M M t t a a n c e e e a s o e p n
A S S E T S		S H A R E H O L D E R S ' E Q U I T Y A N D L I A B I L I T I E S
Lo -te ts ng rm as se	1 8 7	S ha ho l de ' Eq i ty re rs u	1 7 3
O he ho t t- te ts r s r rm a ss e	6 6	O he l ia b i l i ies t t r	6 4
Ca h a d ho t- te de i ts s n s r rm p os	4 8	In te t- be in de b t re s ar g	2 7
		Lo l ia b i l i ies ino i -te t to ty ng rm m r ha ho l de s re rs	3 7
O T T A L Ne t c h as	3 0 1 2 1	O T T A L Eq i ty Ra t io u	3 0 1 % 5 7

f S P B l h t i l d i t h t t i i E U R M M r o- o r m a a a n c e e e n c n g e r a n s a c o n n u
A S S E T S		S H A R E H O D E R S ' E Q U I T Y A N D I A B I I T I E S L L L
Lo -te ts ng rm as se	1 8 7	S ha ho l de ' Eq i ty re rs u	1 3 7
O t he ho t- te ts r s r rm a ss e	6 6	O t he l ia b i l i t ies r	6 4
Ca h a d ho t- te de i ts s n s r rm p os	7 7	In te t- be in de b t re s ar g	2 7
		fe De d c t rre os	6 6
T O T A L	3 3 0	T O T A L	3 3 0
Ne h t c as	0 5	Eq i Ra io ty t u	2 % 5

CASH FLOWS FOR ONE-OFF PAYMENT

• • Majority of one-off payment of € 66 million will be deferred over three years (2011 – 2013)
• • EBITDAs for 2012 and 2013 will include € 21 million respectively, which will reduce the deferred cost position and therefore be cash neutral

HIGH FREE CASH FLOW IN 2011 WILL FUEL THE TRANSFORMATION PROCESS

QSC'S MID-TERM DEVELOPMENT WILL BE DRIVEN BY FURTHER OPPORTUNITIES

Revenue opportunity

•

Voice: QSC efficiently runs all 474 POI and a nationwide NGN => QSC is the perfect Managed Outsourcing partner forfurther telco companies who want to lower their costs per minute

Cost-cutting opportunities

• • Data: QSC owns 100% of one of Germany's largest DSL networks => Cooperation and optimization in COs and backbonemay boost profitability further
• • Voice & Data: Ongoing optimization of network capacities to lower costs per unit (voice minutes, Mbps)

NEW AGREEMENTS SUPPORT TRANSFORMATION

• • Net cash flow of € 29.5 million further increases financial strength and opportunities for the ICT transformation process
• • With 100% of the Plusnet shares, QSC gets maximum flexibility for further network collaboration and consolidation
• • Ongoing increase in network efficiency based on the long-term nature of theManaged Outsourcing agreement
• • QSC will broaden its leading position in handling VoIP-based voiceminutes in Germany
• •Strong and clear balance sheet without minorities

NEW ACQUISITION ACCELERATES TRANSFORMATION

• •On December 21, 2010, QSC acquired all shares of IP Partner, Nuremberg
• •IP Partner is a fast-growing provider of hosting and IT outsourcing services
• • The company operates two data centers with more than 10,000 servers for over 1,000 business customers
• • The purchase price involves two components: € 15 million in cash and € 10 million by April 2012 latest, contingent upon various prerequisites
• ⇒Acquisition strengthens IT competence of QSC
• ⇒Acquisition accelerates transformation to an ICT service provider

WITH IP PARTNER, QSC NOW REALIZES PLANNED ICT OUTSOURCING SERVICES

AGENDA

• 1. The agreements between QSC and TELE2
• 1. Implications for QSC
• 1. Questions & Answers

CONTACT

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

Phone +49-221-6698-724 Fax +49-221-6698-009 E-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 colocation 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