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

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(f) The validity and enforceability of each of the Acquisition Documents and the Loan Documents (including the Promissory Notes) is not conditioned upon the satisfaction of any formality under the laws of Mexico or Chile, except that the validity of (i) each Pledge Agreement Subject to Retained Possession is conditioned upon (1) generally, its notarization and (2) as with respect to third parties, its registration with the Public Registry of Property and Commerce for the Federal District, in the file maintained thereby in respect of each Co-Obligor, within the term set forth in such agreement, (ii) the Share Pledge Agreement is conditioned upon (1) its notarization in Chile, and (2) the assignment of all rights to the collateral subject matter thereof, and the registration and/or publication of such agreement in accordance with the specific provisions applicable thereto, (3) the receipt of all corporate authorizations required in accordance with the applicable laws and its corporate bylaws, and the consent of the holders of the Bonds in accordance with the documents governing the issuance of the Bonds, and (4) the satisfaction of Fasa’s obligation to create a proportionately equivalent security interest in favor of the holders of the Bonds, and to maintain the indebtedness ratio set forth in the indenture governing the issuance of the Bonds; (g) The Share Purchase Commitment (together with its exhibits) constitutes the only Acquisition Document and has been duly executed and delivered to the Lenders together with a certificate as to its authenticity and enforceability. The Acquisition Documents and the Loan Documents constitute, and following their execution the Promissory Notes will constitute, valid obligations of the Borrower and each Co-Obligor, enforceable against each of them in accordance with their respective terms; (h) GCS and each of its Subsidiaries has filed all tax, social security, workers’ housing and retirement contribution returns required to be filed by it (in respect of any and all periods) pursuant to the applicable laws, and has withheld and paid when due any and all taxes, duties and other charges payable by it on account of its income, sales or assets, and all social security, workers’ housing and retirement contributions, except for any taxes, duties or contributions the payment of which is being contested by it in good faith through the appropriate procedures in accordance with the applicable laws and for which it has created, where necessary, the reserves mandated by the applicable Financial Reporting Standards, and which would not have or could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (i) Except as disclosed in Exhibit C, to the best of its knowledge Fasa and its Subsidiaries: (i) have complied with their obligations to prepare and file when due any and all of the tax returns (including those relating to social security, workers’ housing and retirement contributions) required to be filed by them pursuant to the applicable laws, and when filed each such return was true, complete and correct, including, as the case may be, as with respect to the determination of any tax losses; and no taxing authority has issued any notice, demanded any payment or made any assessment in connection with any such tax return; (ii) have paid the full amount of all taxes (including all social security, workers’ housing and retirement contributions) due and payable by them both as direct obligors and as third-parties liable therefor pursuant to the applicable laws in effect in each relevant jurisdiction, except for those taxes that will become due and payable subsequent to the date of execution of the Acquisition Documents (and for which they have created adequate provisions in accordance with the applicable Financial Reporting Standards), and there is no pending claim in connection with the above; (iii) have not applied for any tax refund which may be contested by the competent authority; and (iv) are not parties to any litigation or administrative proceedings, nor have they received written notice of the commencement or threatened commencement of any inquiry, demand for payment or assessment in respect of any tax return or payment (including those relating to social security, workers’ housing and retirement contributions); (j) The activities conducted and the real and personal property owned or used by GCS and each of its Subsidiaries are in compliance with all the applicable Environmental Laws as currently in effect, and as of the date hereof neither GCS nor any of its Subsidiaries is required to make any material investment in order to comply with such Environmental Laws; 2
(k) To the best of its knowledge, Fasa and its Subsidiaries have complied and are currently in compliance, in all respects, with all the Environmental Laws applicable to them; and as of the date hereof they are not required to make any material investment in order to comply with such Environmental Laws; (l) As of the date of this Agreement there is no complaint, action or judicial, administrative or other proceedings pending before any court, Governmental Authority or arbitrator, including in connection with any environmental, tax or labor dispute, which could have or be reasonably expected to have a Material Adverse Effect, or which could affect or be reasonably expected to affect the consummation of the transactions contemplated by the Acquisition Documents or the Loan Documents; (m) GCS’ audited consolidated financial statements as of December 31, 2007, 2008 and 2009, and its internal consolidated financial statements as of June 30, 2010, have been prepared in accordance with the Financial Reporting Standards, consistently applied, and accurately, sufficiently and reasonably present GCS’ consolidated financial condition as of each such date. Since June 30, 2010 and through the date of this Agreement, there has been no Material Adverse Effect on the financial condition reflected in such financial statements, nor has there occurred any circumstance, event or condition that may affect the consummation of the transactions contemplated by the Acquisition Documents or the Loan Documents, or the satisfaction of the obligations of the Borrower and its Subsidiaries thereunder. Such documents, duly executed and certified by an Authorized Officer, will be delivered to the Lenders on or before the date of execution of this Agreement; (n) Fasa’s audited consolidated financial statements as of December 31, 2009, and its internal consolidated financial statements as of June 30, 2010, have been prepared in accordance with the Financial Reporting Standards, consistently applied, and accurately, sufficiently and reasonably present Fasa’s consolidated financial condition as of each such date. To the best of its knowledge, since June 30, 2010 and through the date of this Agreement, there has been no Material Adverse Effect on the financial condition reflected in such financial statements, nor has there occurred any circumstance, event or condition that may affect the consummation of the transactions contemplated by the Acquisition Documents or the Loan Documents, or the satisfaction of the obligations of the Borrower and its Subsidiaries thereunder. Such documents, duly executed and certified by an Authorized Officer, will be delivered to the Lenders on or before the date hereof; (o) The book value of each item comprised in the assets, sales and EBITDA of the Borrower and the Co-Obligors, exceeds 90% (ninety percent) of the total consolidated assets, sales and EBITDA of GCS and its Subsidiaries; (p) Following the execution of the Pledge Agreements Subject to Retained Possession, the Mexican Collateral Agent shall have a security interest (for the benefit of the Lenders) on inventories and accounts receivable with a value of Ps.4,570,687,436 (four billion five hundred seventy million six hundred eighty-seven thousand four hundred thirty-six Pesos) and Ps.6,568,692,972 (six billion five hundred sixty-eight million six hundred ninety-two thousand nine hundred seventy-two Pesos), respectively, representing at least 90% (ninety percent) of the total consolidated inventories and accounts receivable of GCS and its Subsidiaries as of the date hereof; (q) The value of the items of real property owned by Última del Golfo, S.A. de C.V., Capa, S.A. de C.V., Alta del Centro, S.A. de C.V., Solo, S.A. de C.V., Estrella del Pacífico, S.A. de C.V., Medicamentos Doctorgen, S.A. de C.V., Inmuebles Visosil, S.A. de C.V., Drogueros, S.A. de C.V. and Daltem Provee Nacional, S.A. de C.V., identified in Exhibit D, which contains a description and sets forth the book value of each such item of real property, equals at least 90% (ninety percent) of the aggregate book value of all items of real property owned by the Borrower and its Subsidiaries, each of which is free and clear of any lien or ownership restriction; (r) All documents and written information provided to the Lenders by or on behalf of the Borrower and the Co-Obligors for purposes of or in connection with this Agreement and the transactions contemplated hereby, are complete and correct in all material respects as of the date provided and as of the date hereof; 3
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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
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Table of Contents We also offer our
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Table of Contents The devaluation o
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Table of Contents (****) Associates
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Table of Contents In January 2009 w
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Table of Contents In our Retail Pha
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Table of Contents Inflation and Int
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Table of Contents With the acquisit
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Table of Contents Results of Operat
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Table of Contents Net Income. The G
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Table of Contents On March 25, 2010
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Table of Contents Grupo Casa Saba i
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Table of Contents In the event that
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Table of Contents Grupo Casa Saba h
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Table of Contents Prior to the noti
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Property and equipment Our balance
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Labor obligations Our labor liabili
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Tax and legal contingencies We are
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FRS C-4. “Inventories” (FRS C-4
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Table of Contents As of the transit
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Table of Contents Name and Date of
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Table of Contents Employee Profit S
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Table of Contents The Chairman of t
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Table of Contents All related party
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Table of Contents Significant Chang
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Table of Contents The table below s
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Table of Contents ● ● ● ● a
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Table of Contents ● ● ● ●
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Table of Contents Directors Under t
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Table of Contents Forfeiture of Sha
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Table of Contents We are organized
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Table of Contents Ownership by non-
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Table of Contents ● Gain on sales
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Table of Contents We anticipate tha
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Table of Contents As a foreign priv
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Table of Contents Item 12. Item 12A
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Table of Contents During the review
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Table of Contents Since we are Mexi
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Table of Contents PART III Item 17.
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Table of Contents INDEX TO CONSOLID
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Table of Contents REPORT OF INDEPEN
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Table of Contents ATTESTATION REPOR
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Table of Contents Grupo Casa Saba,
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Table of Contents Grupo Casa Saba,
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Table of Contents NOTES TO THE CONS
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Table of Contents a) Through an ass
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Table of Contents Proforma condense
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Table of Contents 3. Significant ac
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Table of Contents The errors accoun
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Page 153 and 154: Table of Contents Effective 2011, t
Page 155 and 156: Table of Contents The Company recog
Page 157 and 158: Table of Contents The Group has cre
Page 159 and 160: Table of Contents In addition, the
Page 161 and 162: Table of Contents Foreign currency
Page 163 and 164: Table of Contents 8. Derivative fin
Page 165 and 166: Table of Contents 10. Goodwill, int
Page 167 and 168: Table of Contents At December 31, 2
Page 169 and 170: Table of Contents On January 25 and
Page 171 and 172: Table of Contents 13. Other payable
Page 173 and 174: Table of Contents 15. Foreign curre
Page 175 and 176: Table of Contents On December 18, 2
Page 177 and 178: Table of Contents c) Tax loss carry
Page 179 and 180: Table of Contents All significant t
Page 181 and 182: Table of Contents On December 7, 20
Page 183 and 184: Table of Contents ● ● For real
Page 185 and 186: Table of Contents 22. Differences b
Page 187 and 188: Table of Contents ii) For Mexican F
Page 189 and 190: Table of Contents At December 31, 2
Page 191 and 192: Table of Contents 23. Reconciliatio
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Page 195 and 196: Table of Contents g) Quantitative a
Page 197 and 198: Table of Contents ● In October 20
Page 199 and 200: Table of Contents Page Representati
Page 201: CREDIT AGREEMENT (THIS “AGREEMENT
Page 205 and 206: (aa) Any and all funds used by it t
Page 207 and 208: “Authorized Officer” shall mean
Page 209 and 210: “Drawdown” shall mean each draw
Page 211 and 212: “Interest Payment Date” has the
Page 213 and 214: “Share Pledge Agreement” shall
Page 215 and 216: (g) The Lenders shall credit the am
Page 217 and 218: (e) If the Borrower defaults with a
Page 219 and 220: (iii) concurrently with the deliver
Page 221 and 222: (j) Maintenance of Property. The Bo
Page 223 and 224: (ii) To the extent permitted by the
Page 225 and 226: (ii) date thereof; Liens imposed by
Page 227 and 228: ARTICLE THIRTEEN. Conditions Preced
Page 229 and 230: (xxii) neither the execution of the
Page 231 and 232: (i) Insolvency. (i) If the Borrower
Page 233 and 234: (b) If as a result of the amendment
Page 235 and 236: (B) The Chilean Collateral Agent. (
Page 237 and 238: (iii) Neither the Chilean Collatera
Page 239 and 240: (h) Effective Term. Unless revoked
Page 241 and 242: (c) effective. Absent written notic
Page 243 and 244: This Credit Agreement is executed i
Page 245 and 246: The Chilean Collateral Agent: HSBC
Page 247 and 248: (c) If the Central Bank of Mexico s
Page 249 and 250: Joint and Several Obligations. (a)
Page 251 and 252: (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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