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

Table of Contents
Grupo Casa Saba is a company with no significant operations or material assets other than the capital stock of our subsidiaries and some of our direct subsidiaries
have other subsidiaries. As a result, our subsidiaries’ ability to make cash available to us, by dividend, royalties or otherwise is important for our shareholders. Please note that there
are certain legal, tax and economic restrictions and formalities for our subsidiaries in order to transfer funds to us in the form of cash dividends, loans, capital reductions, royalties or
advances; the legal and tax restrictions and formalities depend on the applicable law in the country of domicile of each of our subsidiaries.
Economic Restrictions
Each of our subsidiaries is a distinct legal entity and, under certain circumstances, as their financial condition and operating requirements, may limit our ability to
obtain cash from our subsidiaries. In addition, our right to receive assets from our subsidiaries or shareholders of our subsidiaries, in the case of a liquidation or corporate
reorganization, is subordinated to the rights of the creditors of such subsidiaries, including suppliers.
Legal Restrictions
México
Dividends. The General Law of Commercial Companies establishes certain restrictions and formalities applicable to Mexican companies in order to make payment of
dividends. These restrictions apply to all of our Mexican Subsidiaries. 5% of our net income in a given year must be allocated annually to a legal reserve. This legal reserve must be
increased annually until it reaches 20% of our capital stock. After this allocation is made, it is then possible to make additional allocations, such as a contribution of funds for the
payment of dividends or the creation of special reserves, generally, but not necessarily, upon the recommendation of the Board of Directors of each of our subsidiaries. Our
subsidiaries cannot pay dividends, unless these allocations are previously made.
From a tax perspective, the dividends paid by our Mexican subsidiaries must come from the net tax profit account of each our Subsidiaries (which is a tax account
comprised of financial profits which have been subject to taxation in Mexico at a corporate level). Dividends paid from distributable earnings that have not been subject to taxation at
the corporate level are subject to a dividend tax at an effective rate of 42.86% from 2010 to 2012 (40.85% for 2013 and 38.89% for 2014 and following years) at the corporate level. The
corporate-level dividend tax on the distribution of earnings is not final and may be credited against income tax payable during the fiscal year in which the dividend tax was paid and in
the following two years. Dividends paid from distributable earnings, after corporate income tax has been paid with respect to these earnings, are not subject to this corporate-level
dividend tax.
Chile
Pursuant to Chilean law, public companies, like FASA, must yearly allocate 30% of its profits to be distributed pro-rata among its shareholders unless the by-laws
provide otherwise. Despite the above, most of the Chilean subsidiaries of the Group are non-public companies so they are not required to allocate the above-mentioned percentage of
dividends and are regulated solely by their by-laws. The payment of dividends takes place five days after the date that such payment was approved.
From a tax perspective, under the provisions of the Chilean Income Tax Law (Ley del Impuesto Sobre la Renta), dividends paid to resident holders with respect to the
Chilean shares shall be subject to Chilean income tax. Dividends allocated to a non-resident shareholder or that are remittance to a foreign entity, shall be subject to Withholding tax,
unless the distributed profits are exempt earnings or exempt of the Additional Tax.
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