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

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

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

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Table of Contents<br />

In the tax authority’s opinion, the Company failed to perform the provision of aggregating the amount of tax losses discussed above to the taxable income; therefore, the tax authority<br />

<strong>de</strong>termined a tax liability in the amount of Ps. 160,692 that inclu<strong>de</strong>d related charges amounting to Ps. 98,609, in September <strong>20</strong>11. Subsequently, in December <strong>20</strong>11, Management rejected<br />

the observations ma<strong>de</strong> by the tax authority and filed a motion for reconsi<strong>de</strong>ration. Management estimates that there are reasonable elements for obtaining a result favorable to the<br />

Company’s interests; therefore, it consi<strong>de</strong>rs that there is no present obligation that can be estimated and recor<strong>de</strong>d in accordance with Mexican FRS. Therefore, it is not possible to<br />

foresee or anticipate any result due to it is a litigation matter.<br />

c) Through official letters dated October 7, <strong>20</strong>11 and April <strong>20</strong>, <strong>20</strong>12, the tax authorities notified <strong>Casa</strong> <strong>Saba</strong> and Drogueros that they had omitted accruing income for income tax<br />

purposes of fiscal <strong>20</strong>05 in the amount of Ps.531,279 and Ps.59,<strong>20</strong>4, respectively, for accumulative inventory. At the date of the auditors’ report, the Group’s management is analyzing the<br />

possibility of challenging that resolution.<br />

Notwithstanding the foregoing, Management consi<strong>de</strong>rs that it has met the requirement indicated by the authorities, since it accrued the item referred to above during fiscal<br />

<strong>20</strong>11. Pursuant to the above, Management consi<strong>de</strong>rs that there is no contingency charged to those subsidies.<br />

d) In February <strong>20</strong>10, the Company filed an appeal for constitutional relief against the provisions that amend the consolidation regime, effective beginning January 1, <strong>20</strong>10. In<br />

August <strong>20</strong>10, the Fe<strong>de</strong>ral Tax Court han<strong>de</strong>d down a ruling in favor of the Company to not pay <strong>de</strong>ferred income tax in fiscal years 1999 to <strong>20</strong>09, as set forth in the reform mentioned. In<br />

November <strong>20</strong>10, the tax authority challenged the ruling. However, Management estimates that there is no contingency charged to the Company, as the provisions whose<br />

unconstitutionality was challenged were applied by the Company.<br />

e) In November <strong>20</strong>11, the Company filed a notification of “claims on inaccuracies or misrepresentations of the representations and guarantees contained in the Promise Stock<br />

Purchase Agreement of Farmacias Ahumada, S.A.”, with the sellers dated May 17, <strong>20</strong>10. Accordingly, the Company requested an in<strong>de</strong>mnification payment in the amount of USD<br />

$22,335,484 (Ps. 268,026, approximately). At the date of the auditors’ report, the resolution of these matters is in a preliminary stage and their conclusion might not be short-term.<br />

In accordance with the contract, the sellers drew up certain representations regarding FASA in favor of the Company, which guaranteed the Company the effectiveness thereof, and<br />

assumed the obligation of in<strong>de</strong>mnifying the damages caused as a result of any misrepresentation or inaccuracy in connection with certain representations and captions of the financial<br />

statements.<br />

f) In August <strong>20</strong>11, FASA was notified of action brought against it by its competitor Cruz Ver<strong>de</strong>, S.A., which claims presumed damages related to monopolistic practices. The<br />

figure claimed amounts to USD $23,000,000. The preliminary report of the external advisors engaged by FASA indicates that it is not very likely that there will be a negative effect on the<br />

Company’s consolidated financial statements.<br />

g) In January <strong>20</strong>09, Farmacias Benavi<strong>de</strong>s filed a claim for a refund with the Mexican tax authorities of a income tax paid in excess in the amount of Ps. 15,000, <strong>de</strong>rived from <strong>20</strong>02 and<br />

<strong>20</strong>03. In April <strong>20</strong>10, the authority rejected that claim; therefore, the subsidiary filed a motion for reconsi<strong>de</strong>ration against that resolution, and it is waiting for a ruling to be han<strong>de</strong>d down.<br />

h) Due to the sale of the stock of FASA Peru, the buyer may claim an in<strong>de</strong>mnification for the possible inaccuracy in representations and/or nonperformance of the obligations<br />

assumed in an amount equal to higher than USD $500,000 without exceeding USD $10,000,000. The term for petitioning the in<strong>de</strong>mnification expires on April <strong>20</strong>, <strong>20</strong>13. At the date of the<br />

auditors’ report, Management consi<strong>de</strong>rs that there is no present obligation that can be estimated and recor<strong>de</strong>d in accordance with Mexican FRS.<br />

F-50

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