Passivo Zero

The entire legal grounds of our work is based on the Technical Opinions of the renowned tax expert Prof. Hugo de Brito Machado, in the abundant jurisprudence of the Supreme Court, in the vast legislation existing and researched on the subject. For the accounting and taxation part of the Assets, the technical grounds is based on the opinion of Trevisan Auditores and on our theses, technical bases, opinions, concepts, are fruit of the 17 years of experience of our professionals and are exposed transparently in our books "Uma Maneira Legal e Inovadora para Acabar com as Dívidas Fiscais e Previdenciárias das Empresas Brasileiras [A Legal and Innovative Way of Ending Tax and Social Security Debts of Brazilian Companies]”, 4th Edition; "Passivo Zero nas Dívidas Fiscais e Previdenciárias [Zero Liability in Tax and Social Security Debts]", 2nd Edition; "Refis - Normas Completas e Comentários [Refis – Complete Norms and Remarks]", “Refis II - PAES, na SAC, com Sucesso [REFIS II – PAES [Special Installment] in SAC, with success" and "Como Contabilizar seus Ativos Obrigações ao Portador da Eletrobrás [How to Account your Assets Eletrobrás Bearer Obligations]", “O Sócio Invisível [The Invisible Partner]”, 1st Edition; “Vitória I”, “Vitória II”, 2nd Edition;

Our Liability or Debt Administration System was developed based on our experience of 17 years, and is revolutionary, infallible, however, it is not immediate.

When we created the SAC Administration System in 1990, we were facing a situation that demanded adaptation to the cash difficulties of debtor companies associated with a long-term payment (the highest official deadline was 12 months) and supportable cost. On actively taking part in discussions in Brasilia for the creation of a tax recovery program, which would become REFIS, to our surprise, satisfaction and defense of our customers, these viewpoints (long term of payment and supportable cost) were adopted and allowed the return of 140,000 companies to regular status. Unfortunately, this number is currently reduced to 30,000.

The name REFISAC and the combination of the words REFIS and SAC is a fair tribute to this revolutionary, fantastic and innovative program and to our company, which always in the forefront when it comes to defending the taxpayer as maintainer of the State but protected from it and from its voracious collection.

1. What is it?
It is a combination of administrative, accounting, tax and judicial actions carried out in the company with debts over five million reais (R$5,000,000.00) with the aim of keeping them under absolute control until they are fully settled.

2. Why is it different?
What is different, innovative and revolutionary in REFISAC is that with a single investment, you acquire all the liability administration services plus the Asset that will allow you to settle the liability in a short space of time

3. How is it implemented?
Through a bilateral contract for the sale of Assets and/or liability administration.

4. What is the minimum and maximum value and manner of terminating the contracts?
The “stock” of debts must not be less than five million reais (R$5,000,000.00) and the outstanding value for the maximum. The contracts may be terminated at any time without fine through a written communication 30 days in advance.

5. When do the first results start to appear?
Immediately after the contract has been signed and all Assets have been entered in the Customer's balance sheet.

6. What is the investment and how is it paid?
To implement REFISAC, the investment will depend on the Asset to be used to settle the debt, but it will be at least seventeen percent (17%) and at most one hundred and three percent (103%) of the value of the liability or of the debt to be administered and settled, and may be in down payment or up to 144 monthly installments corrected by the Long Term Interested Rate and collected through bank payment slips, as shown in Table I and II.

7. What is the deadline predicted for the settlement?
The deadline predicted for settlement if from 2 (liabilities with down payment) to 48 months, depending on the Asset, and is formatted in function of the receipt of credits inserted in the Assets by judicial means, at the issuer - Eletrobrás, BNDS, Petrobrás.

8. Which Assets are used in REFISAC, what investment is required and what are the payment terms?
REFISAC only operates with Assets with a recent past, duly entered in SAC's balance sheet, as enumerated in Tables I and II, to wit:

Asset	Year / Origin	% investment	Payment Terms	Number of Contracts
Obligations to the Bearer-Debentures of Eletrobrás in the form of Record of Deeds	1965	24	In up to 100 installments	437
Obligations to the Bearer-Debentures of Eletrobrás in the form of Judicial Proceeding	2002	37	In up to 100 installments	4

TABLE II – ASSETS THAT CAN BE USED IN REFISAC ACCORDING TO THE CUSTOMER’S OPTION

Asset	Year / Origin	% investment	Payment Terms	Number of Contracts
Economic Refitting Obligations	1965	17	In up to 100 installments	-
Federal Funded Internal Debt Bond	1965	17	In up to 100 installments	-
Federal Precatory Letters	1990	35 A 60	In up to 12 installments	-
Res judicata proceedings	2003	52	In up to 03 installments	-
Securitized Papers	1990	70	Down payment	-
Reais(R$)	1995	103	Down payment	-

9. Who are our customers?
They are medium and large companies, from the most varied business sectors (factories, service providing companies, hospitals, drugstore networks and plants). SAC preserves their names, neither informing nor using them as reference pretext to leverage our business.

10. Why is REFISAC infallible?
Due to the certainty of receipt, by court means, as evidenced by several Own and customer legal proceedings, won in all instances, of the Assets in the form of Eletrobrás PNB stocks (Preferential, Nominal type B stocks, without right to vote), which can be sold/executed in the Sao Paulo Stock Exchange (Bovespa), generating the necessary resources to settle the tax liability.

For the other Assets, like Economic Refitting Obligations (BNDES [Brazilian Development Bank] capitalization) and the Federal Funded Internal Debt Bonds (Uniformization of National Treasury Debts from 1989 to 1955), the latter promoted by President Juscelino Kubitschek de Oliveira, by judicial means, will be the path toward its execution, that is, conversion into currency within the notion of Heterodoxy that we have always defended.

With regard to Federal Precatory Letters, it is perfectly possible to use it to settle tax liabilities, provided there are res judicata decisions, as well as authorization by the Brazilian Internal Revenue for the restructuring of accounts. One must point out that except for this scenario, SAC does not recommend its compensation directly in the “perdcomp” system because it creates an extremely vulnerable environment, allowing inspection by the tax authority, occasion in which payment of the tax duly corrected will be demanded, plus fine of up to 150%, in addition to enrollment of the taxpayer’s name in CADIN [Information Register] and possible sending of the administrative proceeding to the Public Prosecutor’s Office in order to investigate the tax illegality (crime against the tax order).