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

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Gain on sales or other dispositions of the Ordinary Shares made in other circumstances generally would be subject to Mexican tax at a rate of 25% based on
the total amount of the transaction or, subject to certain requirements applicable to the seller, at a rate of 30% from 2010 to 2012, (29% in 2013 and 28% in 2014
and the following years), of gains realized from the disposition, regardless of the nationality or residence of the transferor, provided that the transferor is not a
resident of a country with a preferred or territorial tax regime.
Under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty and proves such eligibility will be exempt from Mexican tax on gains realized on a
sale or other disposition of the Ordinary Shares, in a transaction that is not carried out through the Mexican Stock Exchange or such other approved securities markets, so long as the
holder did not own, directly or indirectly, 25% or more of our share capital (including ADSs) during the 12-month period preceding the sale or other disposition, as long as certain formal
requirements are met.
Other Mexican Taxes. There are no estate, gift, or succession taxes applicable to the ownership, transfer or disposition of ADSs or Ordinary Shares. However, a
gratuitous transfer of ADSs or Ordinary Shares may, in some circumstances, result in the imposition of a Mexican federal tax upon the recipient.
There is no Mexican stamp, issue, registration, or similar taxes or duties payable by non-resident holders of the ADSs.
U.S. Federal Income Tax Considerations
General. The following summary of U.S. Federal income taxes is based on U.S. Federal income tax laws in force on the date of this Form 20-F, which laws are subject to
change, possibly with retroactive effect. It describes the principal U.S. Federal income tax consequences of the purchase, ownership and sale of ADSs or Ordinary Shares, as the case
may be, by U.S. Holders. A “U.S. Holder” is a beneficial owner of ADSs or Ordinary Shares that, for U.S. Federal income tax purposes is:
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an individual who is a citizen or resident of the United States;
a corporation or other entity taxable as a corporation organized or created under the laws of the United States or any political subdivision thereof, as the case
may be;
an estate, the income of which is subject to U.S. Federal income tax, regardless of its source; or
a trust, if (i) a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the
authority to control all substantial decisions of such trust or (ii) it has a valid election in effect to be treated as a United States person.
This section applies only to U.S. Holders who hold ADSs or Ordinary Shares as capital assets (generally, property held for investment) under the Internal Revenue
Code of 1986, as amended (the “Code”). This section does not provide a complete analysis, listing or other description of all of the possible tax consequences of the purchase,
ownership, sale or other disposition of ADSs or Ordinary Shares, as the case may be, and does not address tax consequences to persons with a special tax status, such as dealers or
traders in securities or currencies, U.S. Holders whose functional currency is not the U.S. Dollar, persons holding ADSs or Ordinary Shares as part of a hedge, straddle, conversion of
other integrated transaction, certain U.S. expatriates, banks, insurance companies, real estate investment trust (REITs), regulated investment companies (RICs), tax-exempt entities or
persons owning at least 10% of the total combined voting power of our stock.
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