Declaration of compliance

DECLARATION PURSUANT TO SECTION 161 OF THE GERMAN STOCK CORPORATIOIN ACT (AKTIENGESETZ) AS REGARDS QSC AG'S COMPLIANCE WITH THE GERMAN CORPORATE GOVERNANCE CODE (DEUTSCHER CORPORATE GOVERNANCE KODEX) AS AMANDED JUNE 6, 2008, RESPECTIVELY AS OF ITS VALIDITY AS AMANDED JUNE 18, 2009

Since its formation, QSC AG ("QSC") has been committed to good corporate governance and has viewed transparency and value-driven management as essential. Consequently, the company implements nearly all recommendations set forth in the German Corporate Governance Code (Deutscher Corporate Governance Kodex) and adheres them in its daily work. Since the submittal of its last Declaration of Compliance, the company has complied and continues to comply with the recommendations of the Government Commission "German Corporate Governance Code" in its version dated June 6, 2008, respectively as of its validity in its version dated June 18, 2009, with the following exceptions:

No sending of the notification of the convening of the General Meeting together with the convention documents to all domestic and foreign financial services providers, shareholders and shareholders' associations by electronic means
(Item 2.3.2 of the Code)

There are two reasons why QSC sends the convention documents only by mail: Firstly, the experience shows that an invitation provided by mail leads to a higher participation of the shareholders at the General Meeting. Secondly, as QSC is in possession of all postal addresses of its shareholders due to the fact that QSC has issued registered shares, QSC refrains from collecting e-mail addresses of its shareholders for efficiency reasons.
No agreement as regards a deductible in the D&O insurance for members of the Supervisory Board (Section 93 para. 2 of the German Stock Corporation Act (Aktiengesetz) mutatis mutandis)
(Item 3.8, Paragraph 2 of the Code as amended June 18, 2009)

QSC accepts the recommendation of the German Corporate Governance Code insofar as the D&O insurance policy will include a deductible for Supervisory Board members of 10 percent of the respective damages per damage event as of July 1, 2010. However, and in contrary to the recommendation, the deductible will be limited to 100 percent of the fixed annual remuneration of the Supervisory Board members. In particular against the background of the comparatively low remuneration of the Supervisory Board Members, QSC deems inappropriate a deductible which exceeds the annual remuneration.
Until the entering into force of the Act Regarding the Adequacy of the Remuneration of the Members of the Management Board (Gesetz zur Angemessenheit der Vorstandsvergütung): No decisions of the Supervisory Board's plenum upon the compensation system of the Management Board members including the material elements of the contracts
(Item 4.2.2, Paragraph 1 of the Code as amended June 6, 2008)

Until the Act Regarding the Adequacy of the Remuneration of the Members of the Management Board has entered into force, the Compensation Committee of the Supervisory Board had decided on the compensation system of the Management Board members including the material elements of the contracts. QSC had the opinion that the Compensation Committee was due to its competences best prepared to deal with the Management Board's remuneration. Since the Act Regarding the Adequacy of the Remuneration of the Members of the Management Board has entered into force, such decisions are passed by the Supervisory Board's plenum.
No periodic review of the Management Board members' compensation system including the material elements of the contracts by the Supervisory Board's plenum
(Item 4.2.2, Paragraph 1 of the Code as amended June 18, 2009)

The periodic review of the compensation system is carried out by the Compensation Committee of the Supervisory Board. According to QSC's opinion, the Compensation Committee is due to its competences best prepared to deal with the Management Board's remuneration.
Changed Circumstances are not retroactively taken into account in determining the variable elements of Management Board's remuneration
(Item 4.2.3, Paragraph 2 of the Code as amended June 18, 2009)

According to the current employment contracts between QSC and the members of the Management Board, variable elements of the Management Board's remuneration depend on positive or negative developments during the agreed assessment period to the extend that the variable remuneration will be higher, lesser or not be paid at all according to such developments. To the extent that the Act Regarding the Adequacy of the Remuneration of the Members of the Management Board generally postulates variable remuneration elements on the basis of perennial assignment periods, QSC was not able to change the existing contracts with the members of the Management Board yet. In the event of future changes to the existing contracts with members of the Management Board, the Supervisory Board will take the aforementioned into account.
No stipulation of demanding, relevant comparison parameters for stock options and comparable instruments as regards the members of the Management Board
(Item 4.2.3, Paragraph 3, Sentence 2, of the Code as amended June 6, 2008)

Due to the fact that the QSC stock option plans are linked to the quotation of QSC's shares and their long term design, QSC believes that there is no need to stipulate demanding, relevant comparison parameters. However, the current stock option plan 2006 (SOP 2006) contains exercise barriers and, therefore, strengthens the link between the stock option plan and the development of the quotation of QSC's share respectively to its development compared to the development of the TecDAX.
No limitation (cap) for extraordinary, unforeseen developments for stock options and comparable instruments for members as regards the Management Board
(Item 4.2.3, Paragraph 3, Sentence 4, of the Code as amended June 6, 2008)

Due to the link of the stock option plans to the development of the quotation of QSC's share as well as their long term design, QSC has deemed a limitation (cap) for extraordinary, unforeseen developments not necessary.
The contracts of the Management Board members do not contain a cap on severance payments in case of premature termination
(Item 4.2.3, Paragraph 4 of the Code)

To postulate a cap as regards severance payments would be contrary to the spirit of the Management Board contract, which is usually concluded for a fixed term and does, in principle, not provide for the possibility of an ordinary termination by notice. Moreover, a contractual severance payment cap would practically be difficult to enforce against a Management Board member in the circumstances where it would be relevant. Furthermore, such advance stipulation would be unfeasible to reasonably take into account the particular facts and the surrounding circumstances that later actually give rise to the premature ending of a Management Board member's contract.
No publishing of information relating to the value of stock options for members of the Management Board in a compensation report
(Item 4.2.5, Paragraph 2 of the Code as amended June 6, 2008)

Due to the link of the stock option plans to the development of the quotation of QSC's share as well as their long term design, QSC deems a complex evaluation of the value of the stock options not necessary. The current stock option plan 2006 (SOP 2006) contains exercise barriers and, therefore, strengthens the link between the stock option plan and the development of the quotation of QSC's share respectively to its development compared to the development of the TecDAX.
No consideration of the performance of the company or chair and membership positions in committees as regards the compensation of the members of the Supervisory Board
(Item 5.4.6, Paragraphs 1 and 2 of the Code)

QSC does not believe that the Supervisory Board members' motivation and responsibility as regards their duties will be improved by considering the performance of the company or any chair or membership position in committees regarding the compensation of the members of the Supervisory Board.