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

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Agency; Mexican Collateral Agent and Chilean Collateral Agent. (A) Mexican Collateral Agent. The Lenders have confirmed the mandate granted to HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Trust Division, under the original Credit Agreement, to serve as Mexican Collateral Agent on behalf of the Lenders pursuant to Title Three, Chapter One of the Commerce Code (Código de Comercio), 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 in the Amended and Restated Credit Agreement and the Collateral Documents, in Mexico and any other jurisdiction; and HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Trust Division, has confirmed its acceptance of such mandate. (B) Chilean Collateral Agent. The Lenders have confirmed and, in the event of assignment of the Amended and Restated Credit Agreement in accordance with the terms thereof, the assignor and any assignee, shall be deemed to have confirmed the commercial mandate granted to HSBC Bank (Chile) to serve as “Chilean Collateral Agent” pursuant to Article 18 of Chile’s Law No. 20.190, enacted June 5, 2007, the provisions relating to such type of mandates contained in Chile’s Commerce Code (Código de Comercio) and Civil Code (Código Civil), and the provisions of the original Credit Agreement, and in such capacity to 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 the Amended and Restated Credit Agreement, to proceed in accordance with the express, written instructions of the Lenders. Notwithstanding the above, the Chilean Collateral Agent shall not be precluded for any reason whatsoever from being a Lender under the Amended and Restated Credit Agreement, and shall be entitled to act as any other Lender. Governing Law. The Amended and Restated Credit Agreement is governed by the laws of Mexico. Jurisdiction. For purposes of the interpretation and enforcement of the Amended and Restated Credit Agreement, the parties have submitted to the jurisdiction of the competent courts in Mexico City, Federal District, and have waived any other jurisdiction to which they may be entitled Special Waiver. To the extent applicable, the parties have irrevocably waived their right to file action to rebalance their obligations under the Amended and Restated Credit Agreement and the Loan Documents pursuant to articles 1,796 and 1,796-Bis of the Civil Code for the Federal District and the corresponding articles of the civil codes for all the states of Mexico. 7
Exhibit 4.3 SUMMARY OF THE IRREVOCABLE GUARANTY TRUST AGREEMENT NO. F/00756 On September 28, 2010, Grupo Casa Saba, S.A.B. de C.V. (“Grupo Casa Saba”), Casa Saba, S.A. de C.V., Inmuebles Visosil, S.A. de C.V., Distribuidora Citem, S.A. de C.V. and Transportes Marproa, S.A. de C.V., as settlors (each a “Settlor” and, collectively, the “Settlors” and/or “Second Beneficiaries”); Última del Golfo, S.A. de C.V., Capa, S.A. de C.V., Alta del Centro, S.A. de C.V., Solo, S.A. de C.V., Estrella del Pacífico, S.A. de C.V., Medicamentos Doctorgen, S.A. de C.V., Inmuebles Visosil, S.A. de C.V., Drogueros, S.A. de C.V., Daltem Provee Nacional, S.A. de C.V., Casa Saba, S.A. de C.V., Farmacias ABC, S.A. de C.V., Publicaciones Citem, S.A. de C.V., Daltem Provee Norte, S.A. de C.V., Centennial, S.A. de C.V. and Controladora Casa Saba, S.A. de C.V., as issuers (each an “Issuer” and, collectively, the “Issuers”); The Bank of New York Mellon, S.A., Institución de Banca Múltiple (the “Trustee”); and HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, División Fiduciaria (together with its successors, beneficiaries and assigns, the “Beneficiary”), acting both in its own name and in its capacity as Mexican Collateral Agent in the name, on behalf and for the benefit of the Lenders; entered into irrevocable guaranty trust agreement No. F/00756 (the “Agreement”). Upon establishment of such irrevocable guaranty trust with the Trustee, each Settlor transferred thereto all of its rights and title to the Initial Shares as security for (i) the payment when due of the principal amount and any interests thereon or other amounts payable by it under the Credit Agreement, the Promissory Notes and other related documents, (ii) the satisfaction of its obligations under the Agreement, and (iii) the payment of any and all fees, costs and expenses incurred by the Beneficiary in connection with the execution of this Agreement, the transfer of any property to the trust, and the enforcement thereof (all such obligations, collectively, the “Secured Obligations”). The Initial Shares, duly endorsed in favor of the Trustee and the execution of this Agreement and a receipt, constitute evidence of the receipt of the Initial Shares by the Trustee. The Settlors or any third parties controlled by Grupo Casa Saba shall transfer to the Trustee any additional shares acquired by them (the “Additional Shares”), within five (5) Business Days from their acquisition or issuance. In order to comply with the provisions contained in the General Corporations Law (Ley General de Sociedades Mercantiles), one (1) such share may remain outside of the trust. The transfer of title to the Initial Shares to the Trustee entailed: (1) (i) the delivery thereto of the stock certificates representing the Initial Shares, duly endorsed in its favor, and (ii) the recordation of such transfer in the stock registry of the relevant Issuer, by the Secretary of the Board of Directors thereof, including a notation to the effect that the Initial Shares were contributed to the trust, together with a Secretary’s Certificate as with respect to such recordation, including a copy of the relevant entry; and (2) the subsequent delivery thereto of any Additional Shares acquired by the Settlors or any third party controlled by Grupo Casa Saba, and the performance of the other acts referred to in the preceding paragraph. The Trustee received the certificates representing the Initial Shares and agreed to hold them in trust as part of the trust estate (the “Trust Estate”), as security for the satisfaction of the Secured Obligations, and to revert all rights and title thereto to the Settlors on the Expiration Date. The party contributing the Initial Shares and any Additional Shares shall be liable for (i) any defect in such title and (ii) any hidden defects. For purposes of the applicable tax laws, the Settlors and Second Beneficiaries have reserved themselves the right to obtain the reversion of their title to the Initial Shares and any Additional Shares on the Expiration Date. The Trust Estate is comprised by: (1) the Initial Shares transferred to the Trustee;
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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
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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
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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
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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. (
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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: (k) Material Adverse Effect. If the
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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