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

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(iii) carry out any and all such judicial or extrajudicial acts and comply with any and all such procedures as may be necessary or advisable for purposes of the execution of the Chilean Pledge Agreements. The Chilean Collateral Agent shall execute the Chilean Pledge Agreements in accordance with the provisions contained in the documents relating to the creation of such collateral, and with the Lenders’ instructions. Absent such instructions, the Chilean Collateral Agent shall be entitled to proceed as it may deem advisable given the nature of its duties, giving primary regard to the interests of the Lenders but without being required to observe, as a result, any specific conduct; (iv) represent the Lenders, to the extent necessary or advisable, in any and all trials and proceedings relating to the Chilean Pledge Agreements, held before any regular, special, arbitration, administrative or other tribunal, in which the Lenders have or could have an interest, acting therein as plaintiff, defendant or third party until the enforcement in full of the relevant decision, with full authority to file any ordinary, executive, special, non-litigious, or other action of any nature whatsoever. For purposes of the exercise of this judicial power in connection with the execution of the Chilean Pledge Agreements, the Chilean Collateral Agent shall have all the ordinary and extraordinary powers referred to in both paragraphs of Article Seven of Chile’s Code of Civil Procedures (Código de Procedimiento Civil) to represent the Lenders, each of which is deemed incorporated herein by reference, including, without limitation, the power to file complaints and other litigious and non-litigious actions, accept counterparty complaints, withdraw any motion, waive any recourse or term limit, submit to depositions, submit to arbitration and appoint arbitrators, enter into settlements, approve any agreement and receive payments; it being expressly understood that the authority to settle shall include the power to enter into off-court settlements, receive payments and appoint sponsoring attorneys and attorneys-in-fact vested with all the powers set forth herein. The Chilean Collateral Agent shall be entitled to delegate and resume its powers, in whole or in part, as many times as it may deem necessary or advisable; (v) refrain from taking or refuse to take any action in connection with this Agreement if (1) in the Chilean Collateral Agent’s discretion such action would be in violation of the applicable law or the terms hereof, or (2) the Chilean Collateral Agent does not have the cooperation of the Lenders, except to the extent that such cooperation is not required pursuant to this Agreement. The Chilean Collateral Agent shall have no liability as a result of any action taken or omitted by it in connection with this Agreement based on the instructions of the Lenders, and any such act or omission shall have binding effects solely upon the Lenders. (vi) the Chilean Collateral Agent shall refrain from exercising any right or recourse, or from entering into any agreement intended to amend, modify, supplement or waive any provision of this Agreement, unless otherwise instructed by the Lenders pursuant to this Agreement and the other Loan Documents; (vii) each Lender, the Borrower and/or each Co-Obligor shall provide to the Chilean Collateral Agent any and all such information as the Chilean Collateral Agent may reasonably deem necessary or advisable and request from them in writing, so as to perform its duties in accordance with the law. (e) Liability. (i) The duties of the Chilean Collateral Agent shall be limited to those expressly set forth in this Agreement and the Chilean Collateral Agent shall not be attributed any implied obligation hereunder. (ii) The Chilean Collateral Agent shall not be liable (1) for any fault, error or omission in the creation, formalization or protection of the Chilean Pledge Agreements, (2) as a result of any act or omission in connection with the Chilean Pledge Agreements, not attributable to it, and (3) to the Lenders, in any manner whatsoever, for any representation made or information provided by the Borrower, the Co-Obligors and/or any other party or its representatives, contained in any certificate, report, communication, representation or other notice relied upon or received by the Chilean Collateral Agent pursuant to or in connection with any of the Loan Documents, other than as a result of the Chilean Collateral Agent’s gross fault, willful misconduct or bad faith. 36
(iii) Neither the Chilean Collateral Agent nor any Lender shall be liable to the Borrower or the Co-Obligors for the execution or lack of execution of, or the maximization of the execution proceedings applicable to, the Chilean Pledge Agreements. (iv) In any event, the Chilean Collateral Agent shall be required to render a report on its performance upon expiration of its commission. (C) Common Provisions. (a) Liability of the Mexican Collateral Agent and the Chilean Collateral Agent. (i) For purposes of the transactions contemplated by this Agreement and the Collateral Documents, the Mexican Collateral Agent and the Chilean Collateral Agent shall at all times act solely and exclusively in accordance with the instructions of the Lenders. The Mexican Collateral Agent or the Chilean Collateral Agent shall give the Lenders immediate notice of the receipt of any notice, complaint or information regarding the agency or mandate incorporated into this Agreement. (ii) The Mexican Collateral Agent or the Chilean Collateral Agent, as the case may be, shall give the Lenders, immediately upon acquiring knowledge thereof, notice of any matter demanding urgent action or the occurrence of any event not contemplated by the Collateral Documents to which the Mexican Agent is a party and where its failure to take immediate action would be clearly detrimental to it, whereupon the Mexican Collateral Agent shall be entitled to proceed as provided by the applicable laws. (iii) The Mexican Collateral Agent and the Chilean Collateral Agent shall not be liable for any act carried out by them in accordance with this Agreement, the other Collateral Documents or the instructions of the Lenders. The Mexican Collateral Agent and the Chilean Collateral Agent shall not be responsible for overseeing the Borrower’s performance, or for verifying, analyzing or reviewing the terms of the Loans or any communication received from the Buyer or any third party in connection with this Agreement. (iv) Neither the Mexican Collateral Agent nor the Chilean Collateral Agent makes any representation whatsoever as with respect to the validity, value or legitimacy of the Loans, nor shall it be liable for the contents, legality, validity, effectiveness or enforceability of any document issued by any authority or any party to this Agreement, including the Borrower or the Co-Obligors, as a means for the resolution of any dispute; and each of the Mexican Collateral Agent and the Chilean Collateral Agent shall be entitled to act based solely upon the contents of any such document, without any liability. (v) Neither the Mexican Collateral Agent nor the Chilean Collateral Agent shall be required to investigate or ascertain whether a default or an Acceleration Event has occurred. In addition, neither the Mexican Collateral Agent nor the Chilean Collateral Agent shall be attributed direct or indirect knowledge of any potential event of default or Acceleration Event hereunder or under the other Loan Documents, unless the Mexican Collateral Agent or the Chilean Collateral Agent, as the case may be, shall have received notice thereof from the Borrower, the Co-Obligors or any of the Lenders. In the event of receipt of any such notice, the Mexican Collateral Agent or the Chilean Collateral Agent, as the case may be, shall immediately forward such notice to the Lenders and proceed in accordance with their instructions. (vi) Neither the Mexican Collateral Agent nor the Chilean Collateral Agent shall be liable for (1) the rights or title of any Person to the relevant item of property or the sufficiency of any collateral, (2) the seniority, ranking or formalization of any guaranty, or (3) the existence of any other right which may affect any item of property pledged or assigned in trust hereunder. 37
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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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Table of Contents ● ● For real
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Page 187 and 188: Table of Contents ii) For Mexican F
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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
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
Page 233 and 234: (b) If as a result of the amendment
Page 235: (B) The Chilean Collateral Agent. (
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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