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

Table of Contents
Delisting. In the event that we decide to cancel the registration of our shares with the Mexican Securities Registry, or if the CNBV orders this deregistration, our
shareholders who are deemed to have control will be required to make a tender offer to purchase the shares held by minority shareholders prior to such cancellation. Shareholders
deemed to have control are those that own a majority of our common shares, have the ability to control our shareholders’ meetings or have the ability to appoint a majority of the
members of our Board of Directors. The price of the offer to purchase will generally be the higher of (x) the average trading price on the Mexican Stock Exchange during the last 30 days
on which the shares were quoted prior to the date on which the tender offer is made and (y) the book value of the shares as reflected in our latest quarterly financial information filed
with the CNBV and the Mexican Stock Exchange.
In accordance with the applicable regulations, in the event that our controlling shareholders are unable to purchase all of our outstanding shares pursuant to a tender
offer, they must form a trust and contribute to it the amount required to secure payment of the purchase price offered pursuant to the tender offer to all of our shareholders that did not
sell their shares pursuant to the tender offer. The trust may not exist for a period longer than six months.
Modification of Shareholders’ Rights. The rights appurtenant to our Ordinary Shares may only be modified through a resolution adopted by at least 50% of our
outstanding Ordinary Shareholders acting at a general extraordinary shareholders’ meeting.
Appraisal Rights and Other Minority Protections. Whenever our shareholders approve an amendment to our corporate purpose, jurisdiction of organization or the
transformation of our corporate form, any dissenting shareholder is entitled, under the terms of the General Corporations Law, to request to withdraw from the Company and receive the
amount of his share participation in the Company through the reimbursement of his shares. The dissenting shareholder must exercise his appraisal rights 15 days following the
conclusion of the shareholder’s meeting in which the matter was approved.
The protections afforded to minority shareholders under Mexican law are generally different from those in the United States and many other jurisdictions. Substantive
Mexican law concerning fiduciary duties of directors has not been subject to extensive judicial interpretation in Mexico, unlike many states in the United States where duties of care and
loyalty elaborated by judicial decisions helped to define the rights of minority shareholders. Mexican civil procedure does not contemplate class actions or shareholder derivative
actions, which permit shareholders in U.S. courts to file actions on behalf of other shareholders or to enforce rights of the corporation itself. Shareholders cannot challenge corporate
actions taken at shareholders’ meetings unless they meet stringent procedural requirements.
As a result of these factors, it is generally more difficult for our minority shareholders to enforce rights against us, our directors or principal shareholders than it is for
shareholders of a U.S. issuer.
In addition, under U.S. securities laws, as a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers with equity securities registered
under the U.S. Securities Exchange Act of 1934, including the proxy solicitation rules. We are also exempt from some of the corporate governance requirements of the New York Stock
Exchange.
Under our current bylaws, if we decide to cancel, or the CNBV requires us to cancel, the registration of our Ordinary Shares in the NRS, our controlling shareholder
will be required to initiate a tender offer for all Ordinary Shares held by minority stockholders at a price equal to the higher of the average trading price of the Ordinary Shares on the
Mexican Stock Exchange during the 30-day period prior to the commencement of the tender offer or the book value of the Ordinary Shares. If any Ordinary Shares held by minority
shareholders are not tendered pursuant to the tender offer, a trust will be established, into which our controlling shareholder would be required to contribute cash in an amount equal to
the consideration for these remaining Ordinary Shares. Those minority shareholders who did not tender their Ordinary Shares in the tender offer have the right to tender their Ordinary
Shares to the trust at the tender offer price for up to two years following the completion of the tender offer.
109