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

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“Chile” has the meaning assigned thereto in Section I(e) of the Representations and Warranties. “Chilean Collateral Agent”, which term shall include its successors or assigns, has the meaning assigned thereto in the first paragraph hereof. “Chilean Pledge Agreements” shall mean (i) the Share Pledge Agreement, (ii) each of the pledge agreements subject to retained possession to be executed substantially in the form of the document attached hereto as Exhibit H-2, pursuant to Law No. 18.112, in respect of not less than 90% (ninety percent) of the total consolidated inventories and accounts receivable of Fasa and its Subsidiaries, and (iii) any pledge agreement subject to retained possession in respect of not less than 90% (ninety percent) of the total consolidated inventories and accounts receivable of Fasa and its Subsidiaries, other than those referred to in (ii) above, which the applicable laws may permit in the future, executed by the obligor and (if other than such obligor) the pledgor substantially in the form of the document attached hereto as Exhibit H-2, in each case as amended or supplemented from time to time. “CNBV” means Mexico’s National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). “Collateral Documents” shall mean (i) the Pledge Agreements Subject to Retained Possession, the Guaranty Trust Agreement, the Chilean Pledge Agreements and any other document or instrument directly or indirectly related thereto or contemplated thereby, including its amendments and supplements, and (ii) any other document intended as security for the satisfaction of the Borrower’s obligations under the other Loan Documents, including, without limitation, those referred to in paragraph (r) of Article Eleven. “Commitment” shall mean, as the case may be, Banorte’s obligation to make available Tranche A-1 or HSBC México’s obligation to make available either Tranche A-2 or Tranche B, as applicable, in a principal amounts not to exceed that set forth beside the name of the relevant Lender in Exhibit 1 hereto. “Commitment Letters” means, collectively, the Banorte Commitment Letter and the HSBC Commitment Letter. “Control” shall mean, as with respect to any Person or group of Persons, its ability to (i) impose, directly or indirectly, any decision at the general shareholders’ or partners’ meeting or other equivalent body of a legal entity, or to appoint or remove a majority of the directors, managers or other equivalent persons thereof, (ii) exercise, directly or indirectly, voting rights in respect of more than 50% (fifty percent) of the capital of a legal entity, and (iii) determine, directly or indirectly, the course of the management or the strategies or principal policies of a legal entity, whether through the ownership of securities, by contractual provision or otherwise. “Co-Obligors” means the co-obligors identified in the first paragraph hereof, and any Person who may hereafter become a co-obligor pursuant to paragraph (q) of Article Eleven; provided, that each such Person shall also serve as a guarantor under the Promissory Notes. “Dollars” means the legal tender of the United States of America; provided that, except as set forth in paragraph (c) of Article Three, any amount not originally denominated in Dollars but required to be calculated therein pursuant to this Agreement, shall be so calculated based on the exchange rate for the settlement of foreign-denominated obligations payable in Mexico, published by the Central Bank of Mexico in the Official Gazette of the Federation (Diario Oficial de la Federación) on the last Business Day immediately preceding the relevant calculation date, or at the substitute exchange rate published in lieu thereof by the Central Bank of Mexico; provided, that absent such publication the relevant amount shall be calculated based on the average exchange rate obtained by the Lenders, on the relevant calculation date, by adding the preferred spot rate published by and disclosed to its clients by HSBC México on such date, plus the preferred spot rate published and disclosed to its clients by Banorte on such date, plus the spot rate published in www.bloomberg.com/markets/currencies, or any substitute page thereof in effect on such date, and dividing the sum thereof by three (3). 8
“Drawdown” shall mean each drawing pursuant to which the Borrower avails itself of all or a portion of the Loans. “Drawdown Date” has the meaning assigned thereto in paragraph (d) of Article Three. “Drawdown Notice” has the meaning assigned thereto in paragraph (d) of Article Three. “Drawdown Period” shall mean the Tranche A-1 Drawdown Period, the Tranche A-2 Drawdown Period or the Tranche B Drawdown Period, as applicable. “EBITDA” shall mean, as with respect to GCS, as of any calculation date, the sum of (a) its operating income (before taxes, interest expense, depreciation and extraordinary or unusual items) and (b) its depreciation and amortization expense for the relevant period, in each case as determined in accordance with the Financial Reporting Standards consistently applied. “EBITDA/Gross Interest Expense Ratio” shall mean, at any time and as with respect to GCS, the product of dividing its consolidated EBITDA for the four (4) most recent fiscal quarters, by its consolidated Gross Interest Expense for the four (4) fiscal quarters immediately preceding the relevant calculation date. “Effective Date” has the meaning assigned thereto in paragraph (a) of Article Thirteen. “Environmental Laws” shall mean the General Ecological Balance and Environmental Protection Law (Ley General del Equilibrio Ecológico y la Protección al Ambiente) and any other environmental law, regulation, provision, rule or technical guideline issued or adopted by any Governmental Authority (including without limitation, any Governmental Authority in Mexico, Chile, Brazil or Peru) and applicable to the Borrower and its Subsidiaries. “Equity Interests” shall mean the shares of or partnership or other similar interests (howsoever designated) in a company’s capital, any interest in any Person (other than a company), and any and all warrants referred thereto, debentures convertible thereinto and purchase rights or options in respect thereof. “Fasa” means Farmacias Ahumada S.A., a limited liability company (sociedad anónima abierta) organized under the laws of Chile and registered with Chile’s Securities and Insurance Superintendency under registration number 629, effective October 15, 1997. “Financial Reporting Standards” means (i) the financial information standards published by the Council for the Research and Development of Financial Reporting Standards (Consejo para la Investigación y Desarrollo de Normas de Información Financiera, A.C.), applicable in Mexico, or (ii) the International Financial Reporting Standards (IFRS) applicable in Chile, as the case may be, as in effect from time to time. “GCS” has the meaning assigned thereto in the first paragraph hereof. “Good Standing” shall mean, at any time and as with respect to any Person, the fact that such Person has not incurred in a reorganization event pursuant to the Corporate Reorganizations Law (Ley de Concursos Mercantiles) (or any successor law) or any other similar, applicable law. “Governmental Authority” shall mean any Federal, state or municipal executive, legislative or judicial authority, howsoever acting, any governmental agency, instrumentality or decentralized or quasi-independent body or similar entity, any state, municipality, department or other political subdivision thereof, or any other governmental body or authority (including any central bank or taxing authority) or any entity (including any court) exercising governmental executive, legislative or judicial powers in any country (including, without limitation, Mexico, Chile, Brazil and Peru). 9
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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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Table of Contents Investments in as
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Table of Contents Effective 2011, t
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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 and 202: CREDIT AGREEMENT (THIS “AGREEMENT
Page 203 and 204: (k) To the best of its knowledge, F
Page 205 and 206: (aa) Any and all funds used by it t
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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
Page 253 and 254: Exhibit 4.3 SUMMARY OF THE IRREVOCA
Page 255 and 256: (6) defend, at its own cost and exp
Page 257 and 258: (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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