Ascending markets and its possibilities in the current scenario: IT and Healthcare USA mission | November, 2015 Helio Moraes PK Advogados

Legal entities incorporation (Ltda. & S.A.) Management At least one officer (Ltda.) and Board of Officers with at least 2 officers (S.A.) Officers must be Brazilian residents and not legal entities Corporate Capital Quotas (Ltda.) / Shares (S.A.) with no quota/share certificates issued No minimum capital, except for special cases Deliberations Majority approval: 50%+1 (S.A.) Special quorum (75%) for by-laws amendment (Ltda.) Partners Two (with attorney in fact in Brazil) Similar for Limited Liability Company (Ltda.) or Corporation (S.A.)

Cross-boarder capital Capital repatriation Foreign capital may be repatriated at any time No minimum period of investment Free of any tax or authorization, provided it is within the invested amount stated to Central Bank Profit remittance abroad Foreign investments made by the partners are to be duly recorded with Central Bank The Brazilian company must demonstrate its profits Capital gain The amount to be repatriated exceeding the value registered before Central Bank is subject to a 15% withholding tax and to the prior registration with the Central Bank

The IT market Revenue USD 123 bi Source: Brasscom Share of the GDP 5.2% Main industries Exportation USD 2.5 bi Professionals 2.5 m Financial Manufacture Communications Oil & gas Retail Agriculture Government

IT legislation | Internet Civil Framework Main issues Data privacy, confidentiality and freedom of speech Neutrality Collection and use of private data Data safeguard and content deletion Data connection released upon court order Safeguard of 1 year for connection log data and 6 months for application log data Content deletion depending on court order, except for sexual or nude images

Software distribution models (as of jan/16 – approximate values) Direct sale and commission Software company distributor End user Resale Software company distributor $100 -$22 $10 $85 $122 End user -$19 -$8 -$1

IT taxes ICMS or ISS? Competition between states and cities * Software: service or merchandise? SaaS, PaaS, IaaS - Contractual analysis Tax incentives: Payroll tax cut 4,5% on the gross revenue or 20% on payroll State competition over e- commerce taxation * Most of the distribution centers are located in the states of the south and southeast of Brazil * Gradual Transference of the ICMS to the State where the consumer is located

Investments in healthcare Foreign investments allowed in No further regulation is necessary Case: Carlyle has purchased 8.3% of Rede D’Or for USD 440 million Who is paying the bill? How much is the bill? (USD) Source: KPMG

Product and service distribution – Anvisa highlights Entities in Brazil (manufacturer, importer or distributor) are liable for their products and must provide traceability labels with identification of each material or component Any product change, variation or defect must be reported to Anvisa, notifying all the measures that will be taken Manufacturer’s/importer’s starter kit: Certificate of Good Manufacturing Practices Product registration before Anvisa Storage area adequate for the operation size

Apps, new technologies and trends Advertising Diagnose Online appointments Patient disclosure Prescription General literature Personal data inputs Case discussion among doctors Appointment scheduling

Thank you! Helio Ferreira Moraes Pinhão e Koiffman Advogados Av. Dr. Cardoso de Melo º andar São Paulo/SP (11) Images designed by Freepik.com