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

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Table of Contents ● any other event that may have a material adverse effect on the results, financial condition or operations of the relevant issuer. If there is unusual price volatility of the securities listed, the Mexican Stock Exchange must immediately request that the issuer inform the public as to the causes of such volatility or, if the issuer is unaware of such causes, make a statement to that effect. In addition, the Mexican Stock Exchange must immediately request that issuers disclose any information relating to relevant material events, when it deems the information currently disclosed to be insufficient, as well as instruct issuers to clarify such information when it deems the information to be confusing. The Mexican Stock Exchange may request issuers to confirm or deny any material events that have been disclosed to the public by third parties when it deems that the material event may affect or influence the securities being traded. The Mexican Stock Exchange must immediately inform the CNBV of any requests made to issuers. The CNBV may also make any of these requests directly to issuers. An issuer may delay the disclosure of material events under some circumstances, including where the information being offered is not related to transactions that have been completed. The CNBV and the Mexican Stock Exchange may suspend the dealing in securities of an issuer: ● ● if the issuer does not adequately disclose a material event; or upon price or volume volatility or changes in the offer or demand in respect of the relevant securities, which are not consistent with the historic performance of the securities and could not be explained solely by the information made publicly available under the General CNBV Rules. The Mexican Stock Exchange may also suspend trading if the Company does not disclose, as a material event, that the financial statements of such company are subject to scope qualifications. The Mexican Stock Exchange must immediately inform the CNBV and the general public of any such suspension. An issuer may request that the CNBV or the Mexican Stock Exchange resume trading, provided it demonstrates that the causes triggering the suspension have been resolved and that it is in full compliance with the periodic reporting requirements under the applicable law. If its request has been granted, the Mexican Stock Exchange will determine the appropriate mechanism to resume trading in its securities. If trading of an issuer is suspended for more than 20 business days and the issuer is authorized to resume trading without conducting a public offering, the issuer must disclose through the SEDI, before trading resumes, a description of the causes that resulted in the suspension and reasons why it is now authorized to resume trading. Likewise, if the securities of an issuer are traded on both the Mexican Stock Exchange and a foreign securities market, that issuer must file with the CNBV and the Mexican Stock Exchange on a simultaneous basis the information that it is required to file pursuant to the laws and regulations of the relevant other jurisdiction. Pursuant to the Mexican Securities Market Law, stockholders of issuers listed on the Mexican Stock Exchange must disclose any transactions through or outside of the Mexican Stock Exchange that result in exceeding 10% ownership stake of an issuer’s capital stock. These stockholders must also inform the CNBV of the results of these transactions the day after their completion. Additionally, related parties of an issuer who increase or decrease their ownership stake, in one or more transactions, by 5% or more shall disclose such transactions. The Mexican Securities Market Law also requires stockholders holding 10% or more of the capital stock of companies listed in the registry to notify the CNBV of any ownership changes in shares of the company. Amendments to Mexican Securities Market Law On December 30, 2005, a new Securities Market Law was enacted and published in the Official Gazette. The Mexican Securities Market Law became effective on June 28, 2006 and, in some cases, it allowed an additional period of 180 days (after December 2006) for issuers to incorporate in their bylaws the new corporate governance and other requirements derived from the new law. The new Mexican Securities Market Law changed the Mexican securities law in various material respects. In particular, the new law includes with respect to public companies: 103
Table of Contents ● ● ● ● ● ● ● ● ● ● 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. 104
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UNITED STATES SECURITIES AND EXCHAN
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TABLE OF CONTENTS PART I Item 1. Id
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Table of Contents We caution you th
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Table of Contents Year ended Decemb
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Table of Contents To the extent tha
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Table of Contents We Provide Remote
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Table of Contents We Are a Holding
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Table of Contents Today, the market
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Table of Contents Any future deprec
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Table of Contents Risk Factors Rela
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Table of Contents In August 2009, A
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Table of Contents In April of 2008,
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Table of Contents The Acquisition h
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Table of Contents On September 19,
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Table of Contents On September 19,
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Table of Contents At our annual gen
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Table of Contents We distribute the
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Table of Contents In our stores, we
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Table of Contents Prior to 2008, th
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Table of Contents In 2011, we conti
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Table of Contents To better serve s
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Table of Contents ● Mexsana talcu
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Table of Contents Payments and Coll
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Table of Contents Information Techn
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Table of Contents In addition to th
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Table of Contents (3) In Mexico, ph
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Table of Contents (4) To calculate
Page 55 and 56: Table of Contents We also offer our
Page 57 and 58: Table of Contents The devaluation o
Page 59 and 60: Table of Contents (****) Associates
Page 61 and 62: Table of Contents In January 2009 w
Page 63 and 64: Table of Contents In our Retail Pha
Page 65 and 66: Table of Contents Inflation and Int
Page 67 and 68: Table of Contents With the acquisit
Page 69 and 70: Table of Contents Results of Operat
Page 71 and 72: Table of Contents Net Income. The G
Page 73 and 74: Table of Contents On March 25, 2010
Page 75 and 76: Table of Contents Grupo Casa Saba i
Page 77 and 78: Table of Contents In the event that
Page 79 and 80: Table of Contents Grupo Casa Saba h
Page 81 and 82: Table of Contents Prior to the noti
Page 83 and 84: Property and equipment Our balance
Page 85 and 86: Labor obligations Our labor liabili
Page 87 and 88: Tax and legal contingencies We are
Page 89 and 90: FRS C-4. “Inventories” (FRS C-4
Page 91 and 92: Table of Contents As of the transit
Page 93 and 94: Table of Contents Name and Date of
Page 95 and 96: Table of Contents Employee Profit S
Page 97 and 98: Table of Contents The Chairman of t
Page 99 and 100: Table of Contents All related party
Page 101 and 102: Table of Contents Significant Chang
Page 103 and 104: Table of Contents The table below s
Page 105: Table of Contents ● ● ● ● a
Page 109 and 110: Table of Contents Directors Under t
Page 111 and 112: Table of Contents Forfeiture of Sha
Page 113 and 114: Table of Contents We are organized
Page 115 and 116: Table of Contents Ownership by non-
Page 117 and 118: Table of Contents ● Gain on sales
Page 119 and 120: Table of Contents We anticipate tha
Page 121 and 122: Table of Contents As a foreign priv
Page 123 and 124: Table of Contents Item 12. Item 12A
Page 125 and 126: Table of Contents During the review
Page 127 and 128: Table of Contents Since we are Mexi
Page 129 and 130: Table of Contents PART III Item 17.
Page 131 and 132: Table of Contents INDEX TO CONSOLID
Page 133 and 134: Table of Contents REPORT OF INDEPEN
Page 135 and 136: Table of Contents ATTESTATION REPOR
Page 137 and 138: Table of Contents Grupo Casa Saba,
Page 139 and 140: Table of Contents Grupo Casa Saba,
Page 141 and 142: Table of Contents NOTES TO THE CONS
Page 143 and 144: Table of Contents a) Through an ass
Page 145 and 146: Table of Contents Proforma condense
Page 147 and 148: Table of Contents 3. Significant ac
Page 149 and 150: Table of Contents The errors accoun
Page 151 and 152: Table of Contents Investments in as
Page 153 and 154: Table of Contents Effective 2011, t
Page 155 and 156: Table of Contents The Company recog
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Table of Contents The Group has cre
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Table of Contents In addition, the
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Table of Contents Foreign currency
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Table of Contents 8. Derivative fin
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Table of Contents 10. Goodwill, int
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Table of Contents At December 31, 2
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Table of Contents On January 25 and
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Table of Contents 13. Other payable
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Table of Contents 15. Foreign curre
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Table of Contents On December 18, 2
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Table of Contents c) Tax loss carry
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Table of Contents All significant t
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Table of Contents On December 7, 20
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Table of Contents ● ● For real
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Table of Contents 22. Differences b
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Table of Contents ii) For Mexican F
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Table of Contents At December 31, 2
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Table of Contents 23. Reconciliatio
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Table of Contents 24. Supplementary
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Table of Contents g) Quantitative a
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Table of Contents ● In October 20
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Table of Contents Page Representati
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CREDIT AGREEMENT (THIS “AGREEMENT
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(k) To the best of its knowledge, F
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(aa) Any and all funds used by it t
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“Authorized Officer” shall mean
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“Drawdown” shall mean each draw
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“Interest Payment Date” has the
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“Share Pledge Agreement” shall
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(g) The Lenders shall credit the am
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(e) If the Borrower defaults with a
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(iii) concurrently with the deliver
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(j) Maintenance of Property. The Bo
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(ii) To the extent permitted by the
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(ii) date thereof; Liens imposed by
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ARTICLE THIRTEEN. Conditions Preced
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(xxii) neither the execution of the
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(i) Insolvency. (i) If the Borrower
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(b) If as a result of the amendment
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(B) The Chilean Collateral Agent. (
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(iii) Neither the Chilean Collatera
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(h) Effective Term. Unless revoked
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(c) effective. Absent written notic
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This Credit Agreement is executed i
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The Chilean Collateral Agent: HSBC
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(c) If the Central Bank of Mexico s
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Joint and Several Obligations. (a)
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(k) Material Adverse Effect. If the
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Exhibit 4.3 SUMMARY OF THE IRREVOCA
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(6) defend, at its own cost and exp
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(5) the balance remaining after the
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In addition, articles Three, Four a
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(j) deliver, within five (5) days f
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Governing Law and Jurisdiction. Thi
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Servicios Corporativos Doctorgen, S
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Exhibit 12.2 CERTIFICATION I, Juan
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FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

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