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

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ARTICLE SEVENTEEN. Compensation. (a) To the extent permitted by the applicable laws, the Borrower hereby irrevocably authorizes and empowers the Lenders, in the event of its failure to pay when due any amount owed to the Lenders pursuant to this Agreement, the Promissory Notes or the other Loan Documents, to (1) charge to any account maintained with them by the Borrower, including, without limitation, any deposit, demand, term, savings, temporary, permanent, investment or other account, and (2) compensate against any amount owed by the Lenders to the Borrower for any reason whatsoever, an amount not to exceed that which is owed by the Borrower to the Lenders, without need for demand, notice or requirement of any nature whatsoever. (b) The relevant Lender shall give the Borrower and the other Lenders, as soon as practicable, notice of any charge or compensation made by it in accordance with this Article; provided, that the failure to give such notice shall not affect in any manner whatsoever the validity of such charge or compensation. The right of the Lenders under this Article shall be in addition to any other right (including other compensation rights) available thereto. (c) If any Lender shall have charged or compensated an amount greater than that to which it is entitled pursuant to this Agreement, the Lenders hereby acknowledge and agree that the Lender who made such charge or compensation shall be required to distribute to the other Lenders a percentage of the relevant proceeds equal to each Lender’s share of the Commitments described in Exhibit 1, unless a Lender shall have not yet disbursed the amount of a Drawdown, in which case the relevant percentages shall be adjusted accordingly. ARTICLE EIGHTEEN. Credit Reports. (a) In order to comply with the provisions contained in the Law for the Regulation of Credit Bureaus (Ley para Regular las Sociedades de Información Crediticia), by their execution of this Agreement the Borrower and the Co-Obligors authorize the Lenders to submit from time to time, to any credit bureau, inquiries with respect to the credit scores of the Borrower, its Subsidiaries, the Co-Obligors, Fasa and Fasa’s Subsidiaries, and to provide to any credit bureau any information in connection with any such Person. (b) In addition to the persons and authorities referred to in Articles 93 and 117 de la Law of Credit Institutions, the Borrower and the Co-Obligors hereby authorize the Lenders to disclose any information pertaining to the transactions contemplated by this Agreement and the other Loan Documents, to (i) any other financial institution that is a member of the same financial group as the relevant Lender, and to such Lender’s direct or indirect parent company, (ii) the regulatory authorities responsible for overseeing such Lender and its parent company, (iii) the Central Bank of Mexico, (iv) any other person with whom the Lender may enter into any contract, particularly pursuant to Article Sixteen hereof, and (v) such other persons as the parties may agree. ARTICLE NINETEEN. Expedited Execution. This Agreement, together with the account statement certified by relevant Lender’s accountants, qualifies for expedited execution pursuant to Article 68 of the Law of Credit Institutions. ARTICLE TWENTY. Agency; the Mexican Collateral Agent and the Chilean Collateral Agent. (A) The Mexican Collateral Agent. (a) Agency Agreement. Pursuant to Chapter One of Title Three of the Commerce Code (Código de Comercio), the Lenders hereby grant to HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Trust Division, and the latter hereby accepts, a mandate to serve as Mexican Collateral Agent on behalf of the Lenders, and to carry out, in such capacity, through its legal representatives, any and all acts relating to the Collateral Documents in accordance with the terms set forth herein and in the Collateral Documents, in Mexico and any other jurisdiction. (b) Appointment of the Mexican Collateral Agent. Each Lender party to this Agreement upon its execution and, in the event of any assignment hereof, the assignor and any assignee, hereby appoint HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Trust Division, as “Mexican Collateral Agent” and authorize it to act as their agent, in their name and on their behalf, exclusively in accordance with the terms of this Agreement and the other Collateral Documents or, absent any specific provision in this Agreement, in accordance with the express, written instructions of the Lenders. 34
(B) The Chilean Collateral Agent. (a) Appointment of the Chilean Collateral Agent. The Lenders party to this Agreement upon its execution and, in the event of any assignment hereof, the assignor and any assignee, hereby grant to HSBC Bank (Chile) a commercial mandate pursuant to Article 18 of Chile’s Law No. 20.190, enacted June 5, 2007, the provisions as with respect to such mandates contained in the Chile’s Commerce Code (Código de Comercio) and Civil Code (Código Civil), and the provisions of this Agreement, in order for it to act as “Chilean Collateral Agent,” represent them in connection with the creation, amendment or termination of the Chilean Pledge Agreements, exercise their rights under the Chilean Pledge Agreements and, absent any specific provision in this Agreement, proceed in accordance with the express, written instructions of the Lenders. Notwithstanding the above, the Chilean Collateral Agent shall not be precluded from being a Lender hereunder for any reason whatsoever, and shall be entitled to act as any other Lender. (b) Joinder. Any Person who may subsequently become a Lender hereunder as a result of any assignment (or other transfer) made specifically in accordance with the provisions of this Agreement, shall become a secured party under the Chilean Pledge Agreements upon delivery of written notice thereof (a “Joinder”) to the Chilean Collateral Agent and its execution by the Chilean Collateral Agent, effective as of the date of execution of such Joinder by the Chilean Collateral Agent; provided, in any event, that: (i) any Joinder executed in Chile shall be contained in a public or private instrument, subject, in the latter event, to the authorization of the relevant signatures by a notary public for the relevant jurisdiction; (ii) any Joinder executed outside of Chile shall be subject to the confirmation of the relevant signatures; (iii) any Joinder so executed, authorized and/or confirmed, as the case may be, shall be notarized; and a Chilean notary public shall make note thereof on the margin of the public instrument containing this Agreement. The Chilean Collateral Agent shall retain in its files a copy of any such Joinder, together with evidence of such notation; and (iv) the lack of the marginal note referred to in paragraph (b)(iii) above shall not affect the validity of the Joinder not shall it prevent it from becoming fully effective as of its date of execution by the Chilean Collateral Agent. (c) Acceptance by the Chilean Collateral Agent. The Chilean Collateral Agent hereby accepts its appointment and mandate by and from the Lenders party to this Agreement, subject to the terms and conditions set forth herein. (d) Obligations of the Chilean Collateral Agent. Without prejudice of the obligations of the Chilean Collateral Agent under paragraph (C) of this Article Twenty, the Chilean Collateral Agent shall have broad and express powers and authority, including to enter into any contract with itself, to do the following in the name and on behalf of the Lenders: (i) receive and keep custody of any stock certificates, partnership interests, contracts or other documents required to be delivered or received by the Lenders for purposes of the creation and full formalization of the Chilean Pledge Agreements, and keep custody of and execute or endorse any promissory notes. Without prejudice of the above, the Chilean Collateral Agent shall not be required to serve as custodian of any guaranty document, debt instrument or other document relating to any property intended to serve as collateral, unless otherwise required by such guaranty in accordance with the applicable laws. In any event, the Chilean Collateral Agent shall be entitled to entrust the custody of any such document to a bank or any third party designated by it to such effect; (ii) enter into and execute any and all such agreements, carry out any and all such acts, issue any and all such public or private documents, obtain any and all such registrations and make any and all such publications as may be necessary and/or advisable for the creation and full and lawful formalization of all the Chilean Pledge Agreements or other guaranties granted pursuant to the Loan Documents, including the authority to request from a notary public the issuance of any and all such notices, registrations, publications and/or notations as may be advisable to such effect in accordance with the applicable laws, and to request or delegate the authority to demand any and all such recordations, preventive registrations and publications as may be necessary or advisable; 35
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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
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Table of Contents c) Tax loss carry
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Table of Contents All significant t
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Table of Contents On December 7, 20
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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
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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 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
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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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