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

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“Governmental Authorizations for the Acquisition” shall mean the authorization of the Federal Competition Commission (Comisión Federal de Competencia) and all other authorization required from any Governmental Authority for the consummation of the Acquisition, as set forth in Exhibit B hereto. “Gross Interest Expense” for any given period shall mean, as with respect to GCS, all interest and financial expenses of any nature whatsoever, accrued by or incurred in connection with GCS’ Indebtedness, whether paid in cash or accrued but payable on a future or over a future period and recorded as a liability, plus any withholding taxes (and other related additional amounts) paid or payable by GCS. “Guaranty Trust Agreement” means the Irrevocable Guaranty Trust Agreement to be executed among the shareholders of each of 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., Daltem Provee Nacional, S.A. de C.V., Casa Saba, S.A. de C.V., Farmacias ABC, S.A. de C.V, Publicaciones Citem, S.A. de C.V., Daltem Provee Norte, S.A. de C.V., Centennial, S.A. de C.V. and Controladora Casa Saba, S.A. de C.V., as settlors and second beneficiaries, The Bank of New York Mellon, S.A., Institución de Banca Múltiple, as trustee, and the Mexican Collateral Agent, as first beneficiary on behalf of the Lenders, in respect of the shares of stock of each of 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., Daltem Provee Nacional, S.A. de C.V., Casa Saba, S.A. de C.V., Farmacias ABC, S.A. de C.V, Publicaciones Citem, S.A. de C.V., Daltem Provee Norte, S.A. de C.V., Centennial, S.A. de C.V. and Controladora Casa Saba, S.A. de C.V., substantially in the form of the document attached hereto as Exhibit F, as amended or supplemented from time to time. “HSBC Commitment Letter” shall mean the letter of understanding dated April 29, 2010, between GCS and Banorte, as amended on August 30, 2010. “HSBC Loan Account” has the meaning assigned thereto in paragraph (g) of Article Three. “HSBC México” has the meaning assigned thereto in the first paragraph hereof. “Indebtedness” shall mean, as with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person under any bonds, debentures, promissory notes or other similar instruments, regardless of their designation or governing law, issued by it, (iii) all deferred payment obligations of such Person on account of the purchase price of any goods or services, excluding any unmatured accounts payable arising in the ordinary course consistent with past practices, maturing in less than 90 (ninety) days, (iv) all obligations of such Person as lessee under any Capital Lease or Sale-Leaseback Transaction, (v) all third-party debt guaranteed by such Person as guarantor or co-obligor, or secured by it by means of a bond or a Lien on any of its assets, up to the amount of such debt, (vi) any letter of credit obtained by such Person and its reimbursement obligations thereunder, excluding any letter of credit issued on behalf of such Person as security for its payment obligations to any vendor in the ordinary course consistent with past practices, until such time as such letter of credit shall have been confirmed and the relevant amount shall have been paid to the applicable vendor by such Person in the ordinary course consistent with past practices, and (vii) any other liability, howsoever designated, whether accrued or contingent, recorded in the balance sheet of such Person in accordance with the Financial Reporting Standards. “Initial Drawdown” shall mean the first Drawdown hereunder; provided, that the Drawdown of Tranche A-1 and the Drawdown of Tranche A-2 shall occur on the same date and shall together constitute the Initial Drawdown, irrespective of whether the Drawdown of Tranche A-1 occurs prior to the Drawdown of Tranche A-2 as contemplated by paragraph (a)(xvi) of Article Thirteen. “Interest-Bearing Debt” shall mean, as with respect to any Person, any Indebtedness accruing interest, fees or other financial expenses; provided, that factoring transactions and the extension of credit by a supplier shall not constitute Interest-Bearing Debt to the extent that the financial cost associated therewith is assumed and paid by such supplier and not by such Person. 10
“Interest Payment Date” has the meaning assigned thereto in paragraph (f) of Article Five. “Interest Period” shall mean each one (1) month period for the calculation of interest on the principal outstanding amount of the Loans; provided, that (i) the first Interest Period for each Drawdown shall run from the Drawdown Date to (but excluding) the last Business Day of the month in which such Drawdown occurs, (ii) each subsequent Interest Period shall run from the last day of the previous Interest Period to (but excluding) the last day of the following month, (iii) any Interest Period ending on a date which is not a Business Day shall be extended to the first Business Day immediately following such date, and the applicable interest shall be determined based on the number of days actually elapsed through the actual Interest Payment Date, and (iv) any Interest Period otherwise ending after the Maturity Date, shall end on the Maturity Date. “Interest Rate” has the meaning assigned thereto in paragraph (a) of Article Five. “Joinder” has the meaning assigned thereto in paragraph (B)(b) of Article Twenty. “Late Interest Rate” has the meaning assigned thereto in Article Six. “Lenders” means, collectively, HSBC México, Banorte, and their respective successors and assigns. “Lien” shall mean, as with respect to any item of property, any mortgage, pledge, guaranty trust, deposit, lien, guaranty, ownership restriction or other encumbrance imposed thereon; provided, that an item of property shall be deemed subject to a Lien if it shall have been the subject matter of a conditional sale, transfer with withholding of title, Capital Lease or other similar arrangement, and an account payable shall be deemed subject to a Lien if assigned or made the subject matter of a factoring transaction, in either case with recourse. “Loan Documents” shall mean this Agreement, the Promissory Notes (as the context may require), the Commitment Letters, the Collateral Documents and any other instrument executed and/or issued thereunder, including, as the case may be, any amendment thereto or supplement thereof. “Loans” has the meaning assigned thereto in paragraph (a) of Article Two. “Majority” has the meaning assigned thereto in paragraph (a) of Article Twenty-Six. “Material Adverse Effect” has the meaning assigned thereto in paragraph (A)(1) of Article Fourteen. “Material Assets” shall mean (i) the registration rights to each of the “Fasa,” “Farmacias Ahumada” or “Farmacias Benavides” trademarks, in any class, in the Trademarks Registry (Registro de Marcas Comerciales) maintained by Chile’s Ministry of Economic Development and Reconstruction (Ministerio de Economía, Fomento y Reconstrucción), and (ii) any shares of stock held by Fasa or any of its Subsidiaries, entitling it to appoint a majority of the board of directors or managers of Farmacias Benavides, S.A.B. de C.V. “Maturity Date” has the meaning assigned thereto in Article Seven. “Mexican Collateral Agent”, which term shall include its successors or assigns, has the meaning assigned thereto in the first paragraph hereof. “Mexico” has the meaning assigned thereto in Section I(a) of the Representations and Warranties. “Net Indebtedness/EBITDA Ratio” shall mean, at any time and as with respect to GCS, the product of dividing its consolidated Interest-Bearing Debt less its consolidated Cash Equivalents for the relevant period, by its consolidated EBITDA for the four (4) fiscal quarters immediately preceding the relevant calculation date. “Permitted Liens” has the meaning assigned thereto in paragraph (b) of Article Twelve. 11
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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
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Table of Contents The Group has cre
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Page 161 and 162: Table of Contents Foreign currency
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Page 165 and 166: Table of Contents 10. Goodwill, int
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Page 169 and 170: Table of Contents On January 25 and
Page 171 and 172: Table of Contents 13. Other payable
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Page 177 and 178: Table of Contents c) Tax loss carry
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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
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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
Page 207 and 208: “Authorized Officer” shall mean
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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
Page 259 and 260: 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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