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

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Table of Contents 2006. During 2006 Farmacias Benavides focused its efforts to consolidate its participation in the market. Thanks to the coordination of the different areas of Benavides, this efforts were realized through successful stores with and innovative design that identify Farmacias Benavides in the different markets where it operates; providing ample spaces and adequate exhibition space of the products for a more comfortable and uniform experience for the customer, as well as a suitable environment for the employees. 63 new stores were opened and 79 were totally remodeled. 2007. During 2007 Benavides opened 74 new pharmacies, closing the year with a total of 641. These pharmacies have an average size of 243.2 square meters of store space, resulting in a total of 155,955 square meters, which represents a 13.5% growth with respect to 2006. During July 2007, Farmacias Benavides, along with Grupo Elektra, incorporated its pharmacies into the money transferring service network, providing among its services the delivery of money transfers from the United States to Mexico, continuing the strategy of providing valuable service to its customers in order to satisfy their needs in one place. 2008. Farmacias Benavides opened 82 new pharmacies, finalizing the year with 716 stores in operation and 176,547 square meters of store space, representing an increase of 13.2%. This important growth allowed Benavides to offer the consumer an accessible and attractive store network which provides a uniform purchase experience for the customer in 113 cities and municipalities. During 2008, Farmacias Benavides was able to open 3 new stores, closing the year with 710 operating drugstores and 175,103 square meters of store space, maintaining its market leadership in the 113 cities and municipalities where Benavides has a presence. The postponement of the expansion plan allowed Benavides to take advantage of its financial health. In December 2009, all of the financial debt of Farmacias Benavides was cancelled, payments were made for a total amount of Ps. 472 million. This was made possible by the strict control of investments and operational expenses. 2010. At the end of the first quarter, Benavides reported its financial results using International Financial Reporting Standards (“IFRS”) for the first time, being one of the first companies in Mexico to conform its financial information to this standard. Benavides closed the first quarter with 708 stores, 174,671 square meters of store space and 6,594 employees. On May 17, 2010 the Company signed a purchase agreement, under the terms of which Grupo Casa Saba was bound to carry out a tender offer on the Santiago Stock Exchange in Chile, for all of FASA’s outstanding shares of capital stock once it had obtained the necessary corporate and governmental authorizations. FASA owns approximately 95.62% of the outstanding shares of the capital stock of Farmacias Benavides; therefore, as a result of the acquisition of FASA’s shares, Grupo Casa Saba indirectly acquired a controlling participation in Farmacias Benavides. 2011. During the year, Farmacias Benavides inaugurated 31 stores, closed 8 stores and incorporated two chains, Provee de Especialidades and CMQ. Both chains are located primarily in the western part of the country, thus strengthening the chain’s growth. With the combination of these chains’ stores along with 11 other store openings, the Company ended the period with 746 pharmacies in operation and 179,446 m2 of sales floor space. As a result of the increase in sales floor space, Farmacias Benavides was able to maintain its market position in the 119 cities and 17 states where it offers its products and services. In November, Fernando Benavides Sauceda resigned as Farmacias Benavides’ Chief Executive Officer and José Luis Rojas Toledo was named in his place. Mr. Rojas was the Company’s previous Operations Director. In light of the amendments to the Mexican Federal Income Tax Law, effective January 1, 2010, relating to changes in the tax consolidation regime, the Company decided to deconsolidate for tax purposes and filed a deconsolidation tax return on June 25, 2010 for an amount of Ps. 132,629 in thousands of Mexican pesos, which has been paid as of this date. 27
Table of Contents At our annual general ordinary shareholders’ meeting, it was approved that the Company implement the stock option and/or purchase plan for employees, officers and/or directors of the Company or its subsidiaries. As a result, it was also approved to increase the variable portion of the Company’s capital stock, for an amount up to Ps.84,999,982.50, through the issuance of 3,777,777 ordinary shares, nominative, without par value, which will be maintained in the Company’s treasury, to be used later, in the implementation of the aforesaid plan. Additionally, it was approved that the Board of Directors shall establish the terms and conditions of the stock option and/or purchase plan, as well as the characteristics under which the shares subject to the capital increase will be subscribed and paid, including, without limitation, the form and term. When such terms and conditions are defined, the necessary notices will be published in order for the shareholders to exercise their preemptive rights. Finally, it was approved that, in the event that after the specified time frame in the relevant notice, the shares that remain unsubscribed by the shareholders may be offered for subscription and payment to whomever the Company’s Board of Directors determines to that effect, including one or more of the Company´s shareholders, pursuant to the applicable laws, at a price that should be no less than the subscription price to be included in said notice. Capital Expenditures The table below sets forth our capital expenditures for the years ended December 31, 2009, 2010 and 2011. Our capital expenditure program is primarily focused on new investments in vehicles for our distribution fleet, information technology and computer equipment as well as new store construction and in-store projects for our Retail Pharmacy business. For a discussion of how we funded our capital expenditures in 2011, as well as a more detailed description of our capital expenditures, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Overview” and “—Capital Expenditures”. Year ended December 31, 2009 2010(1) 2011 Distribution fleet Ps. 19.4 Ps. 10.3 Ps. 0 Technology and computer equipment 12.3 11.6 37.1 Other general capital expenditures 30.7 14.7 72.5 Total capital expenditures Distribution Division Ps. 62.3 Ps. 36.6 Ps. 109.7 Pharmacies Ps. 0.5 Ps. 322.3 Ps. 231.9 Infrastructure 9.9 41.3 35.6 Distribution 3.3 20.6 7.0 Total capital expenditures Retail Division Ps. 13.3 Ps. 384.2 Ps. 274.6 Total capital expenditures Ps. 75.6 Ps. 420.8 Ps. 384.3 (1) In 2010, we are including FASA’s full-year CAPEX Our capital expenditures during 2009 were approximately Ps. 75.6 million, which consisted of Ps. 19.4 million for the purchase of transport and delivery equipment, Ps. 12.3 million for technology and computer equipment and Ps. 30.7 million for other general expenditures. Our retail pharmacy-related expenses totaled Ps. 13.3, of which Ps. 0.5 million were for pharmacy-related projects, Ps. 9.9 million were spent on infrastructure related expenses and Ps. 3.3 million for distribution-related capital expenditures. These expenditures were mainly funded with working capital. 28
Page 1 and 2: UNITED STATES SECURITIES AND EXCHAN
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Page 5 and 6: Table of Contents We caution you th
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Page 25 and 26: Table of Contents The Acquisition h
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Page 33 and 34: Table of Contents We distribute the
Page 35 and 36: Table of Contents In our stores, we
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Page 47 and 48: Table of Contents Information Techn
Page 49 and 50: Table of Contents In addition to th
Page 51 and 52: Table of Contents (3) In Mexico, ph
Page 53 and 54: Table of Contents (4) To calculate
Page 55 and 56: Table of Contents We also offer our
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Page 71 and 72: Table of Contents Net Income. The G
Page 73 and 74: Table of Contents On March 25, 2010
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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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(aa) Any and all funds used by it t
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“Authorized Officer” shall mean
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“Drawdown” shall mean each draw
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“Interest Payment Date” has the
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“Share Pledge Agreement” shall
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(g) The Lenders shall credit the am
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(e) If the Borrower defaults with a
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(iii) concurrently with the deliver
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(j) Maintenance of Property. The Bo
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(ii) To the extent permitted by the
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(ii) date thereof; Liens imposed by
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ARTICLE THIRTEEN. Conditions Preced
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(xxii) neither the execution of the
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(i) Insolvency. (i) If the Borrower
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(b) If as a result of the amendment
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(B) The Chilean Collateral Agent. (
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(iii) Neither the Chilean Collatera
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(h) Effective Term. Unless revoked
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(c) effective. Absent written notic
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This Credit Agreement is executed i
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The Chilean Collateral Agent: HSBC
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(c) If the Central Bank of Mexico s
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Joint and Several Obligations. (a)
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(k) Material Adverse Effect. If the
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Exhibit 4.3 SUMMARY OF THE IRREVOCA
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(6) defend, at its own cost and exp
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(5) the balance remaining after the
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In addition, articles Three, Four a
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(j) deliver, within five (5) days f
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Governing Law and Jurisdiction. Thi
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Servicios Corporativos Doctorgen, S
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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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