FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

Table of Contents
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their identification as sociedad anónima bursátil (a stock corporation with stock registered in the CNBV and listed on the Mexican Stock Exchange) and a new
set of corporate governance requirements;
the redefinition of the functions and structure of the Board of Directors, including (i) the number of members of the Board of Directors, up to 21 with at least
25% of these being independent members, and (ii) the independence status of the independent members of the Board of Directors will be qualified at the
shareholders’ meeting and the CNBV will have the authority to challenge such independence;
the introduction of the general manager and senior management positions as a means for the Board of Directors to conduct the business;
a clear definition of fiduciary duties for members of the Board of Directors and its secretary, the chief executive officer and other executive officers, including
duty of care and duty of loyalty;
the increase of liability standards for members of the Board of Directors and its secretary with respect to the operations and performance of the company,
including (i) the payment of damages and losses caused as result of their lack of care or loyalty and (ii) criminal sanctions of up to ten years for damages
caused to the company as a result of certain illegal acts involving willful misconducts.The liability actions may be exercised by the company or by
shareholders that represent 5% or more of the capital stock of the company;
the inclusion of sanctions applicable to senior management, shareholders that hold 10% or more of the capital stock of an issuer and external auditors;
the replacement of the statutory auditor by the audit committee, the corporate governance committee and the external auditors, assigning to each of these
specific obligations of surveillance and corporate governance;
the attribution of independent status to all the members of the audit and corporate governance committees, except in companies with controlling shareholder(s)
with 50% of the capital stock, such as the Company;
the increase of functions and responsibilities of the audit committee, including (i) the evaluation of the performance of the external auditors, (ii) the review and
discussion of the financial statements of the company and advising the Board of Directors on the approval of such financial statements, (iii) the surveillance of
internal controls and internal audit procedures of the company, (iv) the receipt and analysis of recommendations and observations made by the shareholders,
members of the Board of Directors and senior management, and the authority to take the necessary actions, (v) the authority to call a shareholders’ meeting
and include the items to be discussed in the meeting’s agenda and (vi) the surveillance of the performance of the general manager; and
the requirement that the shareholders’ meeting approve transactions that represent 20% or more of the consolidated assets of the company within one fiscal
year; and the inclusion of a new set of rules to obtain authorization from the CNBV to execute public offerings.
The Mexican Securities Market Law does not substantially modify the reporting obligations of issuers of equity securities listed on the Mexican Stock Exchange. The
Mexican Securities Market Law reinforces insider trading restrictions and specifically includes, with such restrictions, trading in options and derivatives the underlying security of
which is issued by such entity. Among other changes, the Mexican Securities Market Law provides for a course of action available to anyone who trades (as a counterparty) with
someone in possession of privileged information to seek the appropriate indemnification. In addition, under this law insiders must abstain from purchasing or selling securities of the
issuer within 90 days from the last sale or purchase.
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