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

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(x) the public instrument containing the Guaranty Trust Agreement, duly executed by all parties thereto, together with evidence as to the transfer of the shares subject matter thereof, to the trustee thereunder; (xi) the disclosure to the Lenders by the Borrower, in Exhibit M hereto, of any all credit agreements representing any Indebtedness (whether drawn down or available) in an amount equal to or in excess of $3,000,000 (three million Dollars) or its equivalent in any other currency, which may be then in effect as with respect to the Borrower, its Subsidiaries (including the Co-Obligors), or Fasa and its Subsidiaries; (xii) the HSBC Loan Account and the Banorte Loan Account shall have been created and be available for purposes of making deposits; (xiii) evidence, to the Lenders’ satisfaction, of the receipt of all Governmental Authorizations for the Acquisition and any other consent or authorization required in connection with the Acquisition, together with a copy of each such authorization, certified by an Authorized Officer of GCS; (xiv) evidence in the form of a certificate from (1) an Authorized Officer of the Borrower, to the effect that the transactions contemplated by the Acquisition Documents shall be consummated concurrently or successively in accordance with the applicable practices and laws of Chile, within five (5) Business Days from the Effective Date, and (2) an Authorized Officer of the Borrower, and from a legal representative of the Chilean intermediary for the transaction, of the acquisition of at least 50% (fifty percent) plus one of the voting shares of Fasa; (xv) (1) irrevocable written instructions to Banorte, duly executed by the Borrower, authorizing Banorte to charge to the Banorte Loan Account such amounts as may be necessary to prepay in full the Scotiabank Loans (including the principal thereof, interest thereon and other ancillary amounts), containing a breakdown of such amounts and the account or accounts to which the relevant payments are to be made; provided, that such irrevocable instructions may be included in the Drawdown Notice delivered to Banorte, and (2) written evidence of the transfer of the relevant funds by Banorte and their receipt by Scotiabank Inverlat, S.A., Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, together with an acknowledgement and acceptance of such transfer, duly executed by the Borrower, in each case to the Lenders’ reasonable satisfaction; provided, that the Tranche A-1 Drawdown and the prepayment of the Scotiabank Loans shall occur prior to, but on the same Business Day as the Tranche A-2 Drawdown; (xvi) the Borrower shall have delivered to each Lender, on the relevant Drawdown Date, a Promissory Note in the amount of such Drawdown, duly executed by the Borrower and guaranteed by the Co-Obligors pursuant to paragraph (c) of Article Three; (xvii) the Borrower shall have delivered to each Lender the relevant Drawdown Notice, duly executed by an Authorized Officer of the Borrower who is also a legal representative thereof pursuant to Article Three, containing, in addition, a certificate as to the satisfaction of the conditions set forth in this paragraph (a) of Article Thirteen; (xviii) no event constituting an Acceleration Event (or which, with the lapse of time, upon notice, or both, would constitute an Acceleration Event) or having a Material Adverse Effect, shall have occurred or will occur as a result of the Drawdown; (xix) (xx) the representations of the Borrower hereunder shall remain true and correct as of the relevant Drawdown Date; none of the events set forth in Exhibit N shall have occurred; (xxi) each beneficiary and the trustee of Trust No. F-790, established by Messrs. Isaac Saba Raffoul (deceased), Alberto Isaac Saba Ades, Manuel Saba Ades and Beki Ades Tawil, and Ixe Banco, S.A., Institución de Banca Múltiple, Ixe Grupo Financiero, on May 8, 2008, shall have entered into an agreement with binding effect upon all parties thereto, to the Lenders’ satisfaction, granting to the Mexican Collateral Agent, for the benefit of the Lenders, the unconditional right to vote all the outstanding shares of stock of GCS constituting the estate of such trust (which shares shall in no event represent less than 51% (fifty-one percent) of the outstanding shares of stock of GCS), at any general shareholders’ meeting held by GCS to consider, or which may consider and approve, any of the following matters: (i) the commencement by GCS of reorganization (concurso mercantil), bankruptcy or other similar proceedings pursuant to the applicable laws of Mexico or any other jurisdiction; (ii) the dissolution or liquidation of GCS; (iii) the payment by GCS of any dividend or similar distribution to its shareholders; (iv) any capital decrease, redemption of shares or other similar event as with respect to GCS, (v) the disposition by GCS of any assets, including any shares, with a value equal to or in excess of $5,000,000 (five million Dollars) or its equivalent in any other currency, in a single transaction or a series of concurrent or successive transactions, within any 360 (three hundred sixty) day period, except for any disposition permitted pursuant to paragraph (d) of Article Twelve; and (vi) any merger, spin-off or other similar transaction as with respect to GCS; provided, that (1) such agreement shall terminate effective as of the date on which the Borrower shall have repaid to the Lenders an amount equal to or greater than Ps.1,950,000,000 (one billion nine hundred fifty million Pesos), so long as the Borrower or any Co-Obligor shall have not incurred in an event of default under the Loan Documents, (2) the parties acknowledge that the terms of such agreement shall be subject to public disclosure in accordance with the Securities Market Law (Ley del Mercado de Valores) and other applicable provisions, (3) the exercise of certain rights under such agreement may be subject to the exceptions agreed by the parties, and (4) each member of the technical committee of such trust shall have acknowledged (including by means of the adoption of resolutions by unanimous consent) that he or she is not entitled to vote in respect of the aforementioned matters, and that the Mexican Collateral Agent shall be entitled to exercise any and all voting rights in respect of any such matter; and 28
(xxii) neither the execution of the Loan Documents nor any other transaction contemplated by the Loan Documents or the Acquisition Documents shall conflict with or be in violation or give rise to the acceleration of any agreement or instrument to which the Borrower, any of its Subsidiaries, the Co-Obligors, Fasa or any of Fasa’s Subsidiaries is a party. (b) Conditions Precedent for the Tranche B Drawdowns. In addition to the conditions set forth in paragraph (a) of this Article Thirteen and subject to the occurrence of the Effective Date, HSBC México’s obligation to make Tranche B available to the Borrower pursuant to this Agreement, and the Borrower’s right to make any Drawdown as with respect to Tranche B, shall be subject to the satisfaction of the following conditions to HSBC México’s satisfaction: (i) the Initial Drawdown as with respect to each of Tranche A-1 and Tranche A-2 shall have occurred; (ii) the Lenders and the Borrower shall have reached an agreement as with respect to the liabilities of Fasa that will be refinanced as part of the Subsequent Transaction, and the terms of such refinancing; and (iii) satisfied. the conditions agreed with the Lenders as with respect to the Subsequent Transaction pursuant to paragraph (s) of Article Eleven, shall have been ARTICLE FOURTEEN. Acceleration Events. (A) Each Lender shall have the individual right to (i) accelerate the due date for the repayment of the Loans and any accessories thereof, in which case the Borrower and the Co-Obligors shall be required to pay to all Lenders any and all amounts outstanding under the Loans, including any accessories thereof, or (ii) discontinue its obligation to disburse any amount otherwise available under the Loans, if any, in which case all Commitments shall cease to be in effect, in each of (i) and (ii) above, upon written notice to the Borrower and the Co-Obligors, in any of the following events (each, an “Acceleration Event”), without need for demand, resolution, court action or other notice of any nature whatsoever, which is hereby waived by the Borrower and the Co-Obligors: (a) Payment Defaults. If the Borrower or any Co-Obligor shall have failed to pay when due any principal, interest or other amounts (including any fees) payable by it pursuant to this Agreement, the Promissory Notes or any of the other Loan Documents, and, in the case of any interest or fees, such default remains uncured for a period of five (5) Business Days as of the date on which the relevant amount became due. 29
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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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Table of Contents On January 25 and
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Table of Contents 13. Other payable
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Table of Contents 15. Foreign curre
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Table of Contents On December 18, 2
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
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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
Page 209 and 210: “Drawdown” shall mean each draw
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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: ARTICLE THIRTEEN. Conditions Preced
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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