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

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Table of Contents Brand Location Number of Pharmacies Farmacias Ahumada, S.A. Los Ríos 5 Farmacias Ahumada, S.A. Arica y Parinacota 5 Farmacias Benavides, S.A.B. de C.V. Aguascalientes 14 Farmacias Benavides, S.A.B. de C.V. Baja California Norte 47 Farmacias Benavides, S.A.B. de C.V. Baja California Sur 2 Farmacias Benavides, S.A.B. de C.V. Coahuila 62 Farmacias Benavides, S.A.B. de C.V. Chihuahua 52 Farmacias Benavides, S.A.B. de C.V. Durango 9 Farmacias Benavides, S.A.B. de C.V. Guanajuato 18 Farmacias Benavides, S.A.B. de C.V. Jalisco 79 Farmacias Benavides, S.A.B. de C.V. Nayarit 16 Farmacias Benavides, S.A.B. de C.V. Nuevo Leon 202 Farmacias Benavides, S.A.B. de C.V. San Luis Potosi 8 Farmacias Benavides, S.A.B. de C.V. Sinaloa 29 Farmacias Benavides, S.A.B. de C.V. Sonora 73 Farmacias Benavides, S.A.B. de C.V. Tamaulipas 117 Farmacias Benavides, S.A.B. de C.V. Veracruz 10 Farmacias Benavides, S.A.B. de C.V. Zacatecas 3 Farmacias Benavides, S.A.B. de C.V. Mexico City (D.F.) 5 Boticas Fasa Lima Metropolitana 110 Boticas Fasa Barranca 1 Boticas Fasa Cajamarca 2 Boticas Fasa Chiclayo 8 Boticas Fasa Chimbote 4 Boticas Fasa Huacho 2 Boticas Fasa Huaral 1 Boticas Fasa Huanuco 2 Boticas Fasa Huaraz 2 Boticas Fasa Piura 6 Boticas Fasa Talara 2 Boticas Fasa Trujillo 9 Boticas Fasa Tumbes 1 Boticas Fasa Huancayo 4 Boticas Fasa Apurimac 2 Boticas Fasa Arequipa 12 Boticas Fasa Cañete 1 Boticas Fasa Cayma 2 Boticas Fasa Chincha 2 Boticas Fasa Cusco 5 Boticas Fasa Ica 4 Boticas Fasa Moquegua 2 Boticas Fasa Pisco 2 Boticas Fasa Tacna 3 Boticas Fasa Tarapoto 1 59
Table of Contents In our Retail Pharmacy division, we have an established annual expansion plan. For 2012, we estimate that we will build more than 100 new pharmacies in two of our main markets, Mexico and Chile. We believe that these additional points-of-service will help stimulate our growth in these regions and we expect that the funds used to construct these facilities will come from cash generated by our operations. As a result, the actual number of pharmacies that we build will be subject to the amount of cash that we have available at the time. Both our distribution and retail pharmacy businesses are highly diversified, both geographically and in terms of the size of our operations. In our Mexican Distribution division, we have 22 distribution centers that provide nationwide coverage as well as over 800 transportation units located throughout the country. Due to the strategic locations of our distribution centers, in the event that any of these properties or units was damaged as the result of a natural disaster, we would most likely be able to reroute replacement vehicles to cover the affected routes or service our clients from a nearby Distribution Center, if necessary. In terms of our Retail Pharmacy business, we have over 900 stores in the 19 Mexican states where we currently operate, more than 350 stores in 15 Chilean regions and over 85 stores that offer service in two Brazilian states. In the event that any of these properties were negatively affected due to adverse climate conditions, we believe that we would still have adequate coverage and that the overall effect on our business would be minimal. While there have been some natural occurrances in several of the countries where we operate in recent years, to date they have had a minimal effect on our overall operations. The earthquake that occurred in southern Chile in 2010 caused us to temporarily close down 11 stores. However, eight of these stores were reopened within less than 5 months of the incident, on average. Mexico has also experienced several large earthquakes as well as some hurricane activity which could potential reoccur in the future. While the impact on our installations has been minimal thusfar, we cannot guarantee that we will not be affected by climate-related or other environmental issues in the future. However, we believe that the geographic diversity and the ample coverage that we have in the majority of the countries where we operate would help mititgate the negative affects of these environmental occurrances, should they transpire. Item 4A. Unresolved Staff Comments. Not applicable Item 5. Operating and Financial Review and Prospects The following discussion should be read in conjunction with our audited consolidated financial statements and the accompanying notes included in this annual report starting on page F-1. Our audited consolidated financial statements have been prepared in accordance with Mexican FRS, which differ in some significant respects from U.S. GAAP. Note 22 to our audited consolidated financial statements provides a description of the primary differences between Mexican FRS and U.S. GAAP. Note 23 also provides a partial reconciliation of consolidated net income for each of the three years in the period ended December 31, 2011 and consolidated stockholders’ equity as of December 31, 2010 and 2011 from Mexican FRS to U.S. GAAP. 60
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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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Page 13 and 14: Table of Contents We Are a Holding
Page 15 and 16: Table of Contents Today, the market
Page 17 and 18: Table of Contents Any future deprec
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Page 21 and 22: Table of Contents In August 2009, A
Page 23 and 24: Table of Contents In April of 2008,
Page 25 and 26: Table of Contents The Acquisition h
Page 27 and 28: Table of Contents On September 19,
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Page 31 and 32: Table of Contents At our annual gen
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 39 and 40: Table of Contents In 2011, we conti
Page 41 and 42: Table of Contents To better serve s
Page 43 and 44: Table of Contents ● Mexsana talcu
Page 45 and 46: Table of Contents Payments and Coll
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
Page 57 and 58: Table of Contents The devaluation o
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Page 61: Table of Contents In January 2009 w
Page 65 and 66: Table of Contents Inflation and Int
Page 67 and 68: Table of Contents With the acquisit
Page 69 and 70: Table of Contents Results of Operat
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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Page 77 and 78: Table of Contents In the event that
Page 79 and 80: Table of Contents Grupo Casa Saba h
Page 81 and 82: Table of Contents Prior to the noti
Page 83 and 84: Property and equipment Our balance
Page 85 and 86: Labor obligations Our labor liabili
Page 87 and 88: Tax and legal contingencies We are
Page 89 and 90: FRS C-4. “Inventories” (FRS C-4
Page 91 and 92: Table of Contents As of the transit
Page 93 and 94: Table of Contents Name and Date of
Page 95 and 96: Table of Contents Employee Profit S
Page 97 and 98: Table of Contents The Chairman of t
Page 99 and 100: Table of Contents All related party
Page 101 and 102: Table of Contents Significant Chang
Page 103 and 104: Table of Contents The table below s
Page 105 and 106: Table of Contents ● ● ● ● a
Page 107 and 108: Table of Contents ● ● ● ●
Page 109 and 110: Table of Contents Directors Under t
Page 111 and 112: 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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