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

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(e) Defaults with Authorities. If the Borrower, any of its Subsidiaries or any Co-Obligor shall have defaulted in the performance of any obligation with any Governmental Authority, including, without limitation, the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público), the Internal Revenue System (Sistema de Administración Tributaria), the Mexican Institute of Social Security (Instituto Mexicano del Seguro Social), the Institute for the National Workers’ Housing Fund (Instituto del Fondo Nacional para la Vivienda de los Trabajadores) or the Retirement Savings System (Sistema de Ahorro para el Retiro), in an amount exceeding, individually or in the aggregate, $5,000,000 (five million Dollars) or its equivalent in any other currency (based on the prevailing exchange rate for such currency as of the relevant determination date), and such default shall have remained uncured for a period of 15 (fifteen) days. (f) Defaults Under Other Agreements. If the Borrower, any of its Subsidiaries or any Co-Obligor shall have defaulted or in an event of default shall have occurred under any payment obligation to its suppliers, in an amount exceeding, individually or in the aggregate, $10,000,000 (ten million Dollars) or its equivalent in any other currency (based on the prevailing exchange rate for such currency as of the relevant determination date), whether in a single occurrence or during any given year. (g) Authorizations. If any governmental or other license, consent, registration, concession, permit or authorization necessary for the Borrower, any of its Subsidiaries or any Co-Obligor to conduct its business as conducted as of the date of the Amended and Restated Credit Agreement, or for the execution and performance by it or the validity or enforceability of the Amended and Restated Credit Agreement, the Promissory Notes or any of the other Loan Documents, shall have not been obtained or maintained, shall have been revoked or amended, or shall have ceased to be valid. (h) Insolvency. (i) If the Borrower, any of its Subsidiaries or any Co-Obligor shall have filed for or entered reorganization (concurso mercantil), insolvency, bankruptcy or debtor relief proceedings seeking (A) to be adjudicated under reorganization, bankrupt, insolvent, under dissolution or liquidation, or subject to court relief as with respect of itself or its debts, under any present or future law of any country (whether in Mexico or abroad), or (B) the appointment of a receiver, mediator, intervenor, visitator, custodian, administrator, conservator or other similar officer, in respect of all or a substantial portion of its assets, or shall have made a general assignment for the benefit of its creditors; (ii) if any of the actions or proceedings referred to in (i) above shall have been commenced against the Borrower, any of its Subsidiaries or any Co-Obligor, and such action or proceeding (A) shall have resulted in the issuance of a court relief, reorganization (concurso mercantil), insolvency or other similar order, or in the appointment of an officer responsible of performing any duties associated with such court relief or insolvency, and (B) such action or proceeding shall have remained undismissed or unstayed for a period of 60 (sixty) days; or (iii) if any action or proceeding seeking the issuance of an order of attachment, execution or other similar process in respect of all or a substantial portion of its assets, shall have resulted in the issuance of any such order, and such order shall have remained undismissed or unstayed for a period of 60 (sixty) days from its date of issue; or (iv) if the Borrower, any of its Subsidiaries or any Co-Obligor shall be generally unable or shall have acknowledged in writing its general inability to pay its debts upon their maturity; or (v) if any decision as with respect to the dissolution or liquidation of the Borrower any of its Subsidiaries or any Co-Obligor, shall have been issued. (i) Court Decisions. If any court shall have issued against the Borrower, any of its Subsidiaries or any Co-Obligor, a final, non-appealable decision requiring it to pay an amount of money in excess, whether individually or in the aggregate, of $10,000,000 (ten million Dollars) or its equivalent in any other currency (based on the prevailing exchange rate for such currency as of the relevant determination date), and such decision shall have remained unstayed or unsatisfied for a period of 60 (sixty) days from its date of issue, except where its obligations thereunder have been adequately secured or the enforcement of such order has been stayed or is being contested by it through the appropriate proceedings available to it under the applicable laws, and where it has created adequate reserves in respect thereof in accordance with the Financial Reporting Standards. (j) Validity of the Amended and Restated Credit Agreement and the Loan Documents. (i) If the Borrower, any of its Subsidiaries or any Co-Obligor shall have challenged the validity or enforceability of any Loan Document or (ii) if any judicial, arbitration or administrative proceedings challenging the validity or enforceability of any Loan Document shall have been commenced. 5
(k) Material Adverse Effect. If there shall have occurred any circumstance, event or condition which could have a material and adverse effect on (a) the activities, condition (financial or otherwise), business operations, property or prospects of the Borrower, any of its Subsidiaries or any Co-Obligor, whether individually or taken as a whole, or (b) the validity or enforceability of any Loan Document or the rights of any Lender thereunder, or the ability of the Borrower or any of the Co-Obligors to satisfy its obligations under the Amended and Restated Credit Agreement, the Promissory Notes or the other Loan Documents (each, a “Material Adverse Effect”). (l) Collateral. If any security interest on the property and rights subject matter of the Collateral Documents shall have ceased to be in full force and effect or to constitute a duly perfected, first priority guaranty in favor of the Mexican Collateral Agent, the Chilean Collateral Agent or the Lenders, as with respect to any other creditor of the Borrower, the Co-Obligors or the parties who provided the relevant guaranty. (m) Expropriation. If any Governmental Authority shall have nationalized, seized, assumed the control of or otherwise expropriated all or a substantial portion of the property of or any shares of stock issued or held by the Borrower, any of its Subsidiaries or any Co-Obligor, or shall have taken any action (including any of the aforementioned actions) which prevents the Borrower or any Co-Obligor from performing its obligations under the Amended and Restated Credit Agreement, the Promissory Notes or the other Loan Documents, other than the nationalization, seizure, assumption of control or expropriation of any property with a market value of less than $10,000,000 (ten million Dollars) or its equivalent in any other currency (based on the prevailing exchange rate for such currency as of the relevant determination date). (n) Change in Control. If a Change in Control shall have occurred. Legality; Increased Costs. (a) If as a result of the amendment of any law, regulation, rule or other provision applicable to any Lender or office thereof responsible for managing and funding the Loans, or of any change in the interpretation of any of the above by any competent court or Governmental Authority, in each case subsequent to the date of execution of the Amended and Restated Credit Agreement, it shall become illegal for such Lender to make or maintain in effect the Loans, the Borrower, upon request of such Lender, shall immediately and without being subject to any penalty prepay to such Lender, directly, the outstanding amount of its Loans, together with any and all interest accrued thereby, any other amount payable in connection therewith, and the amount of any additional costs or expenses incurred by such Lender as a result of such prepayment. (b) If as a result of the amendment of any law, regulation, rule or other provision applicable to any Lender or office thereof responsible for managing and funding the Loans (including, without limitation, as with respect to any capitalization, reserves or deposit requirement, ordinary or extraordinary contribution (payable to a Governmental Authority), taxes or other conditions applicable to such Lender, but excluding any provision as with respect to the income taxes or other similar taxes payable by such Lender (or by its successors, participants or assignees pursuant to Article Sixteen of the Amended and Restated Credit Agreement) based on its total income or assets pursuant to the laws, regulations and other provisions applicable to such Lender), or of any change in the interpretation of any of the above by any competent court or Governmental Authority, in each case subsequent to the date of execution of the Amended and Restated Credit Agreement, the cost for such Lender of making or maintaining in effect the Loans shall have increased, or the amounts received or receivable by such Lender shall have decreased, the Borrower, upon request of such Lender, shall pay thereto, on the last day of the then current Interest Period or the date occurring 10 (ten) Business Days from the Lender’s request, whichever occurs later, any and all such reasonable and properly documented amounts as may be necessary to compensate such Lender for such cost increase or revenue decrease. The Lender’s request shall include a description of the reasons of such increased costs or reduced income, and all relevant calculations; provided, that absent any calculation error the determination made by such Lender shall be conclusive and binding upon the Borrower. (c) The Lenders have agreed to make reasonable efforts to avoid incurring in any of the legal violations, cost increases or revenue decreases referred to hereinabove, including, exclusively and to the extent practicable, by reassigning the administration of the Loans to a different office; provided that such reassignment does not involve a material cost for the relevant Lender. 6
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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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Table of Contents 22. Differences b
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Table of Contents ii) For Mexican F
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Table of Contents At December 31, 2
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Table of Contents 23. Reconciliatio
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Table of Contents 24. Supplementary
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Table of Contents g) Quantitative a
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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 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: Joint and Several Obligations. (a)
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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