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

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(9) Following the distribution of the Information Memorandum to the prospective bidders by the Trustee, the Trustee shall notify to such prospective bidders the place, date and time for the auction (the “Notice of Auction”); provided, that such date may not occur later than 30 (thirty) days from the date of distribution of the Information Memorandum and any other information to all of the prospective bidders, or later than 45 (forty-five) days from the delivery of the Information Memorandum and any other information to the first prospective bidder. (10) The bidders shall deliver their bids to the Trustee in writing, in a closed envelope, together with a deposit certificate issued by a banking institution, or a certified check in the Trustee’s name, in the amount requested by the Trustee as guaranty of the seriousness of their bids. (11) The Trustee shall open the envelopes in the presence of a notary public and the bidders or their representatives, on the date and at the time set for the auction and, if so requested by the Beneficiary, shall consummate the sale of the Trust Estate to the highest bidder within 10 (ten) Business Days as of such date (or if its consummation within such period were not practicable for any reason, then within a longer period). (12) The winning bidder shall be required to pay to the Trustee the purchase price offered by it, within the Business-Day period set forth by the Trustee based on the Beneficiary’s instructions. (13) In the event of the winning bidder’s failure to pay such purchase price within the period set forth to such effect, the deposit or certified check delivered by such bidder shall become the property of the Beneficiary and shall be applied by it to the outstanding amount of the Secured Obligations, in accordance with the Agreement. (14) If the purchase price shall have remained unpaid upon expiration of the relevant payment period, the Trustee, within the next 20 (twenty) Business Days, shall give written notice of such circumstance to the bidder who submitted the second highest bid and, upon ratification of its bid by such bidder and at the Beneficiary’s request, the Trustee shall allow such bidder a period of time to pay the purchase price. If such bidder does not ratify its original bid, the Trustee may continue to contact the bidder who submitted the next best offer, subject to the procedure described hereinabove, unless the Beneficiary shall object to it. (15) If the Trustee were unable to complete the sale, it shall, subject to the Beneficiary’s consent, hold a new action in accordance with the above procedure until it shall have sold the Trust Estate. The amount belonging to the Trust Estate shall be delivered to the Trustee and shall be allocated by it in accordance with the Beneficiary’s instructions; provided, that in any event it must be allocated in the following order: (1) to pay any and all taxes due and payable by the Settlors in connection with the sale of the Trust Estate; (2) to pay any and all of the fees and expenses incurred in connection with the sale of the Trust Estate; (3) to pay the fees of the Trustee; (4) to pay any and all the Secured Obligations remaining unsatisfied, to which effect it shall deliver to the Beneficiary any and all amounts as the latter may request for purposes of their allocation in accordance with the Credit Agreement; and 4
(5) the balance remaining after the payment of each and all of the amounts set forth hereinabove, if any, shall be delivered to the Settlors in accordance with the instructions provided by them or, absent such instructions, shall be allocated as a competent court may determine. Subject to the receipt of instructions to such effect from the Beneficiary, the Trustee shall appoint a third party, a banking institution or a financial advisor (the “Advisor”) to coordinate the bidding process and prepare all the requisite documentation; provided, that (i) the Beneficiary shall be entitled to replace the Advisor with or without cause, and (ii) no employment relationship shall exist at any time between the Advisor and the Trustee or the Beneficiary. 5
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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
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CREDIT AGREEMENT (THIS “AGREEMENT
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(k) To the best of its knowledge, F
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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 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: (6) defend, at its own cost and exp
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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