QSC AG — Investor Presentation 2012

Mar 6, 2012

QSC AG

Investor & Analyst Conference

Frankfurt, March 5, 2012

AGENDA

• 1. Strategic overview 2011
• 1. Financial overview 2011
• 1. Financial outlook 2012
• 1. Strategic outlook 2012 2016
• 1. Questions & Answers

2011: A SUCCESSFUL YEAR FOR THE QSC GROUP

• Revenues: +13% to € 478.1 million
• EBITDA: +2% to € 79.9 million
• EBIT: +25% to € 26.2 million
• Net income: +16% to € 28.0 million
• Free cash flow: +48% to € 41.0 million
• Strong operating performance in 2011 and expected future cash flow growth provide a solid base for the first dividend Management recommendation: € 0.08 per share

DESPITE ONGOING TRANSFORMATION PROCESS, QSC CONTINUES TO STAY ON GROWTH COURSE

– Preliminary Results FY 2011 –

A SHORT GLANCE AT OUR LATEST ACQUISITIONS …

INFO AG

• IT Outsourcing and IT Consulting specialist with some 130 business customers; rooted in Northern Germany
• At the end of 2011, QSC has acquired 92.3% of INFO AG shares for a consideration of € 49.4 million
• IP Partner
• Housing and Hosting specialist with some 60 business customers, mainly in Southern Germany
• QSC acquired 100% of IP Partner shares effective Jan 3, 2011 for € 25 million

… AND THEIR SUCCESS IN 2011 INFO AG

• INFO AG won several large consulting and outsourcing accounts like Dussmann as well as huge natural gas providers
• In 2011, INFO AG accelerated its growth course: Revenues have grown by 19% to € 101.6 million (2010: +4%)
• IP Partner
• Milestone: Opening of a new 1,000 sqm data centre (Tier IV) for DATEV in Nuremberg and opening of a 5,000 sqm data centre in Munich (Tier IV as well)
• In 2011, revenues have grown by 33% to € 18.7 million (2010: +6%)

2011: ACCELERATION OF THE TRANSFORMATION

• Two acquisitions of IT providers: INFO AG and IP Partner
• Successfully attracted new clients in the ICT segment with large total contract values each > € 5 million
• Ongoing focus on IP-based revenues and gradual reduction of exposure to legacy TC products
• Stronger focus on intellectual property e.g. development of own cloud products (launch of cospace in Q1 2012)
• Recruitment of dozens of IT experts to strengthen especially the fast-growing IT Consulting and Outsourcing business (total workforce at Dec 31, 2011: 1,303)

QSC + INFO + IP PARTNER = THREE COMPANIES WITH REMARKABLE COMPLEMENTARY STRENGTHS

NEW SUBSIDIARIES ACCELERATE IP-BASED REVENUES

Success of transformation process

• IP-based revenues grew by: € 80.6 million (yoy: +28%)

Three factors have limited faster growth

• Declining call-by-call business due to market development: € -5.6 million (yoy: -15%)
• Decline of ADSL2+ revenues: € -19.1 million (yoy: -20%)
• Negative impact of regulation as a result of lower termination fees: € -26.0 million

CUSTOMERS WELCOME THE NEW OPPORTUNITIES, DEMONTSRATING CROSS SELLING POTENTIAL

QSC GROUP WAS ABLE TO WIN LARGE AND PROFITABLE ACCOUNTS IN 2011

Industry	Total contract value
Gas/Energy	€ 22,000,000
Retail	€ 9,800,000
Food & Beverages (Tobacco)	€ 9,300,000
Insurance/Healthcare	€ 8,500,000
Logistics/Shipping	€ 5,900,000
Industry/Oil & Chemistry	€4,100,000
Consumer Electronics	€ 3,400,000
Services	€ 2,900,000
Others	€ 10,200,000

VERTICAL SALES STRATEGY HELPS TO ACQUIRE ATTRACTIVE ACCOUNTS

• QSC group has built up extensive industry know-how in the energy and gas sector
• With a targeted campaign, the company managed to win several large accounts and increased its revenues in this field by 40% in 2011

SIGNIFICANT IMPACT OF NEW SUBSIDIARIES IN DIRECT SALES

• Consolidation of INFO AG and IP Partner as the backbone of Direct Sales growth
• Successes in Up- and Cross-Selling and New Business

PREPARATION FOR FURTHER GROWTH: INTEGRATION OF NEW SUBSIDIARIES

• Integration of IP Partner nearly completed at the end of 2011
• Joint sales forces and back office functions
• Management Board includes QSC and IP Partner executives
• Integration of INFO AG started in 2011
• Focus on joint sales projects
• Collaboration on board room level
• Next step: Merger of INFO AG and IP Partner including squeeze out – completion to be achieved by October 2012

PREPARATION FOR FUTURE GROWTH: DEBUT OF THE NEW QSC GROUP AT CEBIT 2012

2011: QSC HAS BECOME AN ICT PROVIDER

• Transformation to a full-service ICT provider for business customers on back of INFO AG and IP Partner acquisitions
• QSC has all the assets to profit from the ongoing growth of the ICT market and especially the market for cloud services
• QSC is now able to deliver end-to-end-services from the desktop to the data centre; a USP in the ICT and cloud market
• An acceleration of the IP based revenue growth seems achievable through a higher level of integration and cross selling

• 1. Strategic overview 2011
• 1. Financial overview 2011
• 1. Financial outlook 2012
• 1. Strategic outlook 2012 2016
• 1. Questions & Answers

QSC GREW ITS EBIT BY 25% IN 2011

Revenues	422.1	478.1	+13.3%
Network expenses	273.6	323.7	+11.8%
Gross profit	+148.5	+154.4	+4.0%
Other operating expenses	70.4	74.5	+5.8%
EBITDA profit	+78.1	+79.9	+2.3%
Depreciation	57.2	53.7	-6.1%
EBIT profit	+20.9	+26.2	+25.4%
Financial results	-2.0	-2.8	-40.0%
Income taxes	+5.3	+4.6	-13.2%
Net profit	+24.2	+28.0	+15.7%

BULK OF COSTS OF INFO AG IS PART OF COST OF REVENUES

• Structural network costs declined significantly
• Personnel expenses are up because of first-time consolidation of consulting and outsourcing business
• Direct cost of revenues increased due to higher revenues

ONGOING DECLINE OF STRUCTURAL NETWORK COSTS IN ABSOLUTE AND RELATIVE TERMS

• Identified measures to decrease network costs by an substantial amount
• Contractual network cost improvements already secured
• Premature termination of Plusnet Joint Venture accelerates the optimization process

SHARE OF SG&A COSTS DECLINED IN 2011

• Slight increase of total SG&A costs due to first-time consolidation
• QSC group now maintains two headquarters of listed companies
• Nevertheless, share of SG&A costs declines in 2011 – strict cost discipline has paid off again

FURTHER REDUCTION OF DEPRECIATION IN 2011

Two major factors

• Ongoing decrease of depreciation for networkand customer-related investments
• One-offs due to purchaseprice allocation

QSC ADOPTS NEW SEGMENTATION FOR THE FIRST TIME

NEW SEGMENTATION IS STRENGTHENING THE INDIRECT SALES BUSINESS

• No change in Direct Sales / Managed Services
• Indirect Sales benefits because of the inclusion of the B2B2B business
• Wholesale business suffers from decline in Call-by-Call and ADSL2+ business

INVESTMENTS IN DATA CENTRES LED TO A SLIGHT INCREASE OF CAPEX

• In 2011, QSC has extended its data centre capacity to 10,000 sqm
• Apart from that, investments focus shifted to new customers and maintenance
• In general, QSC targets to invest 8% of revenues per year
• Percentage varies between 6 – 10%, mainly due to investments in new data centre capacity

POSITIVE DEVELOPMENT OF FREE CASH FLOW

• QSC has reached reiterated guidance for 2011 to achieve a free cash flow of € 40 – € 45 million
• Free cash flow influenced by a one-time impact of former Plusnet partner TELE2 in 2011

STRONG FCF SUPPORTS NET DEBT REDUCTION

27

QSC'S FINANCING BUILT ON A SOLID BASIS

28

STRONG BALANCE SHEET AND FINANCIAL STRENGTH ARE A VERY GOOD BASE FOR ATTRACTIVE DIVIDENDS

• Management recommendation for 2011: € 0.08 per share
• Dividend yield as of December 31, 2011: 3.8%
• Dividend strategy
• QSC plans to pay a dividend for each fiscal year
• € 0.08 per share is a minimum amount for the years to come
• QSC aims to grow the amount continuously, driven by expected cash flow growth
• Whilst maintaining conservative credit ratios

• 1. Strategic overview 2011
• 1. Financial overview 2011
• 1. Financial outlook 2012
• 1. Strategic outlook 2012 2016
• 1. Questions & Answers

2012: PREPARATION FOR FUTURE GROWTH

In 2012, QSC expects to achieve

• Revenues of € 480 € 510 million
• A rise in Direct Sales above market average
• A steady development in Indirect Sales
• A decline in Wholesale due to lower CbC and ADSL2+ revenues
• An EBITDA margin of at least 16%
• A free cash flow of € 22 € 32 million

2012 CHARACTERIZED BY A TWOFOLD DEVELOPMENT

+

• Strong demand for Consulting and Outsourcing services
• Growing revenues with cloudbased products and services
• Positive consolidation effect of some € 31 million compared to 2011

• Decline of CbC / ADSL2+ business of € 25 million

-

• Negative impact of regulation of € 6 million
• Possibly, negative impact of macro-economic risks

Main part of Transformation Process will be completed by year-end 2012

EBITDA-MARGIN WILL BE AT LEAST AT THE SAME LEVEL AS IN H2 2011

– Preliminary Results FY 2011–

POSITIVE FREE CASH FLOW ADJUSTED FOR ONE-TIME EFFECTS

• Ongoing strong cash generation of operative business
• In 2012, free cash flow does not include € 21 million payments for operative business of former Plusnet co-owner TELE2

• 1. Strategic overview 2011
• 1. Financial overview 2011
• 1. Financial outlook 2012
• 1. Strategic outlook 2012 2016
• 1. Questions & Answers

2012: QSC WILL PAVE THE WAY TO EARN HIGHER MARGINS IN THE YEARS TO COME

• Network cost improvements already contractually secured
• Start of the industrialization of the INFO AG delivery, based on QSC's significant experience in this field
• Focus on higher-margin products and services
• Development of further intellectual property, SaaS Offerings

2012: QSC WILL MAKE PROGRESS ON EVERY STRATEGIC LEVEL TO INCREASE REVENUES

SIGNIFICANT POTENTIAL OF UP- AND CROSS-SELLING

– Preliminary Results FY 2011 –

FULL-SERVICE PRODUCT PORTFOLIO: INTEGRATED AND EXTENSIVE OFFERING FOR QSC CUSTOMERS

Service Desk
SAP	nonSAP	Desktop & Print
Process Management
Operations 2nd Level
Full Managed Service Operations/Applications SAP AM	Full Managed Service Operations/Applications nonSAP AM	Operations of Applications
SAP Operations	Managed Service Operations	Field Service
Platform Operations (DB)	Platform Operations (AD, DB, )
OS/Hardware	OS/Hardware	OS/Hardware
	Telecommunication Services

INNOVATION 2012: QSC WILL OFFER FURTHER CLOUD SERVICES

QSC IS PRESENTING THE FIRST PRODUCTS FOR THE INDIRECT SALES CHANNELS

QSC-Housing – Launch in Q1 2012

• New product is based on the long-term experience of IP Partner in Housing and Hosting projects
• Within 12 months, QSC has managed to transfer an individual solution into a marketable product for sales channels
• QSC-Housing offers a standardized and cost-effective solution for SMEs to take advantage of cloud computing
• QSC-Housing is a perfect door opener for further cloud services

LAUNCH OF SEVERAL CLOUD PRODUCTS

SUCCESS OF NEW PRODUCTS DEPENDS ON EFFECTIVE SALES CHANNELS

Partner Sales focuses on 10-to-500-employees companies

R&D 2012: DEVELOPMENT OF HIGHLY SCALABLE PRODUCTS

QSC IS GROWING ITS INTELLECTUAL PROPERTY: WILL BE PRESENTED ON CEBIT 2012

• cospace is the first SaaS offering QSC completely developed on its own
• Key features are
• Conferencing
• Voice mailbox
• Fax
• Storage
• Collaboration

• Product / technology
• Web 2.0 application using state-of-the-art browser technology to integrate "classic" ICT features (voicebox / fax / conferencing)
• A "real" cloud application: scales to the sky with minimal production costs
• Dual marketing / sales approach
• A completely free-of-charge offering for anyone on the web ("community edition"), available at http://cospace.de
• A business product ("QSC-Cospace business") integrated in QSC's portfolio, to be launched at CeBIT 2012

FURTHER SCALABLE CLOUD R&D PROJECTS IN THE PIPELINE

• SensorCloud: A highly scalable platform for interconnected sensors and steering applications; presentation at CEBIT 2012 in the context of BMWi Lab-Talk. First products planned for 2013
• O(SC)²AR: A Communication and Cloud system for integrating electric cars in a SmartGrid and SmartTraffic. Project will be presented at Hannover fair 2012. Certification of E-Car expected in 2014
• Energy management for decentralized regenerative power production: In 2011/2012 QSC has started research collaboration with RWTH Aachen and won a first industrial partner

CLOUD-BASED PRODUCTS WILL COME TO MARKET, READY FOR INNOVATION

– Preliminary Results FY 2011 –

QSC IS WELL POSITIONED TO GRAB THIS MARKET OPPORTUNITY

– Preliminary Results FY 2011 –

SUCCESS OF CLOUD PRODUCTS WILL DEPEND ON STRATEGIC ALLIANCES

• Extending the close cooperation with leading universities and industry partners already to drive the development of scalable products
• Now, the company is also seeking to build strategic alliances with leading industrial players
• In 2012, the formation of strategic alliances will become a core topic for the management board

MILESTONES 2012 AT A GLANCE

• Integration: QSC will complete the merger of INFO AG and IP Partner and intensify collaboration of sales forces
• Cost structure:
• QSC will reduce network costs
• QSC will optimize the IT-delivery process
• Up- and Cross-Selling: Direct sales revenues expected to grow faster than the market
• Cloud products:
• QSC will launch 4-6 new products or even more in 2012
• QSC will win 50 additional IT sales partners
• Intellectual property: QSC will launch further self-developed SaaS cloud-based products

PROGRESS IN 2012 WILL PAVE THE WAY FOR DOUBLING REVENUES UNTIL 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

Growth will be driven by

• Up- and cross-selling at the existing customer base of 30,000 companies
• Sale of cloud products to existing and new customers
• Launch of cloud products for mass markets

AGENDA

• 1. Strategic overview 2011
• 1. Financial overview 2011
• 1. Financial outlook 2012
• 1. Strategic outlook 2012 2016
• 1. Questions & Answers

CONTACT

QSC AG Arne Thull Head of Investor Relations Mathias-Brüggen-Strasse 55 50829 Cologne

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

twitter.com/QSCIRde twitter.com/QSCIRen blog.qsc.de xing.com/companies/QSCAG slideshare.net/QSCAG

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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