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

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(e) Payment Obligations. The Borrower and each Co-Obligor shall pay, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to pay, before the amount thereof shall become past due, (i) any and all taxes, contributions, fees and other governmental charges of any nature whatsoever, determined against, imposed upon or demanded from it (including, without limitation, those relating to social security, workers’ housing or retirement contributions) and (ii) any and all lawful claims where its failure to make the relevant payment would result or could be reasonably expected to result in the imposition of a Lien on its property; provided, that the neither the Borrower nor any Co-Obligor shall not be required to pay or to cause any of its Subsidiaries, Fasa or any of Fasa’s Subsidiaries to pay, any tax, fee or charge being contested by it in good faith through the appropriate procedures in accordance with the applicable laws, for which it has created appropriate reserves in accordance with the Financial Reporting Standards or with any other generally accepted accounting principles applicable thereto, as the case may be, and which would not have and could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (f) Insurance. (i) The Borrower and each Co-Obligor shall maintain, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to maintain, in full force and effect, all-risk insurance policies in respect of all of its real property, issued by reputable insurance companies in each relevant jurisdiction, in such amounts and against such risks as are consistent with customary industry’s practice for like companies with similar properties and engaged in the same or similar lines of business as the Borrower, its Subsidiaries (including the Co-Obligors), Fasa and Fasa’s Subsidiaries, which amounts shall be at least equal to those required to replace the relevant items of property. (ii) Each of the real property insurance policies set forth in Exhibit D hereto shall expressly and irrevocably designate the Lenders as preferred beneficiaries of any insurance payment made thereunder, indicate that the premium payable in respect of its effective period has been paid in full, and that such policy shall be in full force and effect during such period. The Borrower shall provide evidence of the purchase of each such policy, its effectiveness and the designation of the Lenders as beneficiaries thereof, at least three (3) days prior to the Drawdown Date for the Initial Drawdown and within 20 (twenty) days from each anniversary of the purchase of each such policy. (g) Conduct of Business; Continuing Existence. The Borrower and each Co-Obligor shall remain engaged, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to remain engaged primarily in the same activities and line of business as it is currently engaged, and shall preserve and maintain and cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to preserve and maintain its legal existence, rights, licenses, permits, notices, registrations and, generally, any material authorization for the conduct of its business. (h) Books and Records. The Borrower and each Co-Obligor shall keep, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to keep adequate books and accounting records, containing complete and correct entries of all of its financial transactions, assets and business, made in accordance with the Financial Reporting Standards or any other generally accepted accounting principles applicable to it. (i) Right of Inspection. The Borrower and each Co-Obligor shall allow, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to allow the representatives of each Lender (whether jointly or individually) to inspect its accounting records and/or assets. Any such review and inspection shall take place upon at least three (3) days’ written notice to the Borrower (except if an Acceleration Event shall have occurred and be continuing, in which case no notice shall be required). All expenses incurred with any such review or inspection shall be borne by the Borrower, except where the number of inspections in any given year shall have exceeded from three (3), in which case such costs shall be borne by the Lender requesting the inspection (except if an Acceleration Event shall have occurred and be continuing, in which case such expenses shall be borne by the Borrower). Any such review or inspection shall take place during Business Days and business hours, in a manner such that does not disrupt or interrupt the operations of the Borrower, its Subsidiaries, the Co-Obligors, Fasa or Fasa’s Subsidiaries, as the case may be. The Lenders shall keep (and shall cause their representatives to keep) confidential any and all information of the Borrower, its Subsidiaries, the Co-Obligors, Fasa and Fasa’s Subsidiaries obtained by them in connection with any such review or inspection, until such time as such information shall have become publicly available by any means other than its disclosure by the Lenders or its representatives, or unless there shall be a dispute between the Lenders and the Borrower (in which case the Lenders shall be entitled to use such information in connection with such dispute); provided, that the Lenders shall be allowed to disclose such information to the extent required to comply with the applicable laws or with an order of a competent authority. 20
(j) Maintenance of Property. The Borrower and each Co-Obligor shall maintain and preserve, and the Borrower shall cause each of its Subsidiaries, Fasa and each of its Subsidiaries to preserve and maintain in good order and normal condition any and all items of property used by it in connection with or which may be useful for purposes of its business activities, ordinary wear and tear excepted, which obligation shall not prevent the Borrower, any of its Subsidiaries, any Co-Obligor, Fasa or any of Fasa’s Subsidiaries, from discontinuing the operation and maintenance of any item of property where necessary for the conduction of its business operations, provided that such discontinuation does not have and could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (k) Ranking. The Borrower and the Co-Obligors shall do all such things as may be necessary to ensure that their respective obligations hereunder and under the other Loan Documents constitute, at least, general obligations of the Borrower and the Co-Obligors and (i) rank at least pari passu with all other present or future, direct and unsubordinated obligations of the Borrower and the Co-Obligors (except for any payment obligation ranking senior thereto in status pursuant to the law), and (ii) be secured by a first priority lien on the assets subject matter of the Collateral Documents. (l) Transactions with Affiliates. The Borrower and each Co-Obligor shall enter, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to enter into any transaction with its Affiliates, exclusively on an arm’s length basis, in terms not less favorable than those it could obtain in a similar transaction from a party other than any of its Affiliates. ` (m) Maintenance of the Governmental Authorizations. The Borrower and each Co-Obligor shall maintain, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to maintain, in full force and effect, any and all authorizations from and registrations with any Governmental Authority, necessary pursuant to the applicable laws or reasonable industry’s practice to (i) conduct its business (including, without limitation, any financial, antitrust, environmental or health laws), except where the lack of any such authorization or registration would not have and could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) comply with its obligation under and preserve the validity and enforceability of this Agreement and the other Loan Documents. (n) Taxes. The Borrower and each Co-Obligor shall file, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries to file, any and all tax returns of any nature whatsoever (including those relating to payroll taxes and social security, workers’ housing and retirement contributions), required to be filed by it in any jurisdiction pursuant to the applicable laws thereof, and to pay any and all taxes due and payable by it in accordance with such tax returns, on or before the date on which each such payment is due pursuant to the applicable laws (which payment shall be included, for purposes of this obligation, within those required to be made by Borrower and the Co-Obligors pursuant to paragraph (d) of this Article Eleven), except for any such tax being contested by it in good faith through the appropriate procedures in accordance with the applicable laws, for which it has created appropriate reserves in accordance with the Financial Reporting Standards, and which would not have and could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (o) Ownership Structure; Voting Rights. GCS shall maintain, at all times during the effective term of this Agreement, (1) title to more than 50% (fifty percent) of the voting Equity Interests of each Co-Obligor and (2) the Control of each Co-Obligor. (p) Collateral Documents. (i) The Borrower and each Co-Obligor shall comply, and the Borrower shall cause each of its Subsidiaries, Fasa and each of Fasa’s Subsidiaries, to the extent a party to the Collateral Documents, to comply with any and all of its obligations thereunder, execute and deliver all such documents or carry out all such acts as the Mexican Collateral Agent or the Chilean Collateral Agent, as the case may be, may reasonably request from it in order to create, formalize, protect, preserve and maintain in full force and effect the guaranties and liens contemplated thereby, pay any and all costs and expenses incurred in connection with the above, and defend the rights of the Lenders, the Mexican Collateral Agent and the Chilean Collateral Agent in respect of the property and rights subject matter of the Collateral Documents. 21
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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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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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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
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
Page 193 and 194: Table of Contents 24. Supplementary
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
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: (iii) concurrently with the deliver
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
Page 261 and 262: (j) deliver, within five (5) days f
Page 263 and 264: Governing Law and Jurisdiction. Thi
Page 265 and 266: Servicios Corporativos Doctorgen, S
Page 267 and 268: 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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