Grupo
Casa Saba, S.A. de C.V.
By resolution of the Board of Directors, the shareholders of the company
are hereby summoned to attend the General Ordinary Shareholders Meeting
to be held on April 27th 2006, at 10:00 o’clock, in the building
located at Paseo de la Reforma No. 215, 2nd Floor, Lomas de Chapultepec,
11000, Mexico, D.F., in order to discuss the items contained in the following:
AGENDA
I. Presentation,
and in its case, approval of the report submitted by the Board of Directors
pursuant to Article 172 of the General Law on Commercial Companies for
the year terminated December 31, 2005 including the financial statements
for the year 2005 and the Statutory Auditor’s report.
II. Proposal,
and in its case, approval of allocation of profits which shall include
the approval and payment of a dividend for the shareholders.
III. Resolution
regarding the amount that may be destined to the purchase of the Company’s
shares, pursuant to article 14 Bis 3, paragraph I of the Securities
Market Law; and presentation of the report regarding the policies and
agreements taken by the Board of Directors of the Company, regarding
the acquisition and distribution of such shares.
IV. Presentation
of the Audit Committee’s annual report, in terms of article 14
Bis 3, section IV, subsection c) of the Securities Market Law.
V. Appointment
or ratification, as the case may be, of the members of the Board of
Directors, as well as the Secretary, the Alternate Secretary, and the
Statutory Auditor of the Company.
VI. Appointment
or ratification, as the case may be, of the members that shall conform
the Audit Committee.
VII. Appointment
or ratification, as the case may be, of members that shall conform the
Executive Committee.
VIII. Remuneration
for the members of the Board of Directors, the Audit Committee and the
Executive Committee, as well as the Statutory Auditors, the Secretary
and the Alternate Secretary.
IX. Designation
of delegates who will execute and formalize the resolutions taken at
this meeting.
In order to have the right to attend the meeting, the
shareholders of the Company shall have to provide truthful evidence of
their ownership of such shares, with at least 48 hours prior to the time
set for the meeting, before the Secretary of the Company at the offices
located at Montes Urales No. 505, 3 Floor, 11000 Mexico, D. F. To that
effect, the shareholders shall have to be registered as such in the Shareholder’s
Registry Book of the Company, which shall be updated in accordance to
the certifications issued by S.D. INDEVAL, S.A. de C.V., Institución
para el Depósito de Valores and to the complementary lists to which
article 78 of the Securities Market Law refers to.
The share certificates to be deposited in order for the
shareholder to be able to attend the meeting, will be returned only after
the meeting has been adjourned, against the delivery of the corresponding
deposit slip. The shareholders may be represented by attorneys in fact
duly appointed by means of power of attorney granted in the form provided
by the Company, which shall meet the requirements set forth article 14
Bis, section 3, subsection c) of the Securities Market Law or by means
of a general or special power of attorney granted pursuant to the applicable
laws. The mentioned forms are available to the shareholders or their representatives
as of this date, in the offices of the secretary of the Company located
at the mentioned domicile.
Mexico
City, Federal District , March 27, 2006
Francisco Fuentes Ostos
Secretary of the Board of Directors
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