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CONTENTS. Challenges Transformed in Opportunities Annual Report. Corporate Profile. Financial Highlights

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(1)

Challenges

Transformed in

Opportunities

2012 Annual Report

AMSA, S.A.B. DE C.V . 2012 ANNUAL REPOR T www.grupofamsa.com www.famsa.com www.banfamsa.com www.famsa.us

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Corporate Profile Financial Highlights

Letter from the Chairman of the Board and the CEO Business Model

Famsa Mexico Banco Ahorro Famsa Famsa USA

Social Responsibility Corporate Governance Management’s Discussion and Analysis of the Operating Results and Financial Position of Grupo Famsa

Consolidated Financial Statements

(2)

Corporate Profile

Through the synergies

generated between them,

Grupo Famsa’s three operating

units drive the Company’s

performance

Since its founding in 1970, Grupo Famsa has consolidated its position as a leading specialty retailer, focusing its efforts on meeting families’ diverse consumption, financing and saving needs. Over more than four decades, Grupo Famsa has developed a solid portfolio of complementary businesses based on consumer credit and savings. Famsa Mexico, Banco Ahorro Famsa and Famsa USA, our three business units, provide a comprehensive value offer aimed at enhancing the quality of life of a market segment that demands personalized service and credit options that are not provided by the traditional banking sector.

Cash Sales

19%

Credit Sales

81%

Both through their individual operations and through the synergies generated between them, these three operating units serve to strengthen the company’s performance.

Banco Ahorro Famsa’s growing financial service portfolio enhances the services provided at Famsa Mexico’s stores. Likewise, Famsa USA serves the Hispanic segment of the United States, successfully replicating Famsa Mexico’s business model in the states of Texas and Illinois.

Grupo Famsa currently operates an extensive network of 355 stores with 304 bank branches in 26 Mexican states, as well as 25 stores in two of the states with the highest Hispanic population in the United States.

The collective potential of Grupo Famsa’s business platform positions the company to extend its growth and generate value for the stockholder.

Grupo Famsa is

continuously evolving

to satisfy the needs of

our customers and the

changing market trends

with an innovative product

and service offering

Grupo Famsa 2012AR

2

Contact Information for Stockholders

Paloma E. Arellano Bujanda Investor Relations

paloma.arellano@famsa.com t. (0181) 8389 3405

Corporate Offices:

Pino Suárez # 1202 nte. Zona Centro C.P. 64000 Monterrey, N. L., México t. (0181) 8389 9000

Stock Market and Ticker Symbol: Mexican Stock Exchange (BMV) GFAMSA

www.grupofamsa.com www.famsa.com www.banfamsa.com www.famsa.us

Grupo Famsa, S.A.B. de C.V.’s annual reports and other written materials may occasionally contain forward-looking statements and disclosures, projected financial results and expectations for Grupo Famsa and its subsidiaries’ future performance which should be considered as estimates made in good faith by Company Management. Investors are cautioned that, although based on publicly available information, any such forward-looking statements and disclosures are subject to inherent risks and uncertainties, as well as to factors that could cause the Company’s results, plans, objectives, expectations, performance and achievements to be totally different at any given time. Such risks and uncertainties include changes in general economic, political, government and/ or commercial conditions on a national and/or global level, as well as changes in interest rates, inflation, foreign exchange volatility, product prices, customer demand and competition, among others. All disclosures made by Grupo Famsa should be assessed taking into account these relevant risks and uncertainties. As a result of these risks and uncertainties (as well as those that Grupo Famsa doesn’t acknowledge or currently considers of low relevance), real results may differ substantially from the forward-looking statements and disclosures presented in this document. Grupo Famsa does not assume any responsibility related to variations that these forward-looking statements and disclosures may contain, nor for any other information coming from official sources or third parties.

Disclosures and forward-looking statements solely show Grupo Famsa’s outlook as of the date these disclosures and forward-looking statements are made. Grupo Famsa does not assume any obligation to publicly disclose any updates or changes to such disclosures and information, even if those updates or changes are related to new information that was obtained, to future events or to any other circumstance.

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Financial Highlights

Our operations in the United States

comprise 12% of the Company’s

consolidated revenue

Operating Figures

Total Stores Mexico United States

Banco Ahorro Famsa Credit Accounts (Millions)

Employees

Financial Results (a)

Net Sales Mexico (b) United States Other Inter-segment (c) Gross Profit Adjusted EBITDA (d) Operating Income Net Income Gross Margin

Adjusted EBITDA Margin Net Margin

Balance Sheet Accounts (a)

Assets Liabilities Stockholders’ Equity 380 355 25 304 1.88 16,741 $14,123 $12,353 $1,715 $949 -$894 $6,587 $2,379 $1,475 $323 46.6% 16.8% 2.3% $29,070 $20,780 $8,290 401 352 49 288 1.87 16,267 $13,866 $12,031 $1,731 $1,030 -$926 $6,295 $1,955 $1,078 $227 45.4% 14.1% 1.6% $27,386 $19,372 $8,014 -5.2% 0.9% -49.0% 5.6% 1.0% 2.9% 1.9% 2.7% -0.9% -7.9% -3.5% 4.7% 21.7% 36.8% 42.0% 6.1% 7.3% 3.4%

(a) Millions of Mexican pesos, except percentages (b) Includes Banco Ahorro Famsa

(c) Intercompany sales

(d) See Note 25.2 to the Consolidated Financial Statements

2012 2011 Variation

Stores

CAGR: -3.7% 410 401 380 2010 2011 2012

Retail Area

CAGR: -5.1% 541 540 488 2010

Thousands of square meters2011 2012

Credit Accounts

CAGR: 3.5% 1.76 1.87 1.88 2010 2011 2012

Total Assets

CAGR: 8.4% 24,734 27,386 29,070

Millions of Mexican pesos

2010 2011 2012

(4)

Grupo Famsa 2012AR

To our Stockholders:

During 2012, we significantly enhanced the profitability of our operations in Mexico and concluded the refocus process of Famsa USA, allowing us to enrich our value offer and resume the growth strategy that characterizes Grupo Famsa.

Driven by a committed professional team, we reinforced the rollout of commercial initiatives aimed at stimulating demand of diverse core categories, we capitalized the strength of personal loans and we diversified Banco Ahorro Famsa’s credit options.

These actions, together with a strict control of expenses across all of our operations, allowed us to post a historic Ps$2,379 million Adjusted EBITDA as of yearend 2012, 21.7% higher than in 2011. Meanwhile, Adjusted EBITDA margin grew from 14.1% in 2011 to 16.8% in 2012.

Results for 2012 support our strategic business plan, which was executed during the year in a precise and orderly manner across each of the Company’s business units.

Famsa Mexico’s operations reflected a consistent capacity for value creation, strengthened by the constant innovation of our product portfolio, the perfection of our customers’ shopping experience and the continuous improvement of our administrative efficiency. In this context, Famsa Mexico’s Net Sales increased 2.7% to Ps$12,353 million in 2012.

Additionally, the effectiveness of our permanent focus on reactivating sales was reflected in the furniture and motorcycle categories. During 2012, furniture sales rose 10.2%, while motorcycle sales increased 41%.

The actions implemented for consolidating operations in Mexico also translated into an important improvement of 10.9% in Operating Profit, which reached Ps$1,362 million as of yearend 2012.

Banco Ahorro Famsa continued to post outstanding results and stability, sustained by a growing deposit base, a record minimum average cost of funding of 5.17% and a solid Capitalization Index (ICAP) of 13.1%.

Bank Deposits, which have grown steadily year-over-year since 2007, reached 1.1 million accounts with an aggregate balance of Ps$11,999 million during 2012. It is important to note that derived from Banco Ahorro Famsa’s efforts to extend the timeframe of its deposit base, as of the close of 2012, 89.4% of the bank’s deposits corresponded to time deposits.

In addition, as a result of a credit option diversification strategy targeting the dynamic micro, small and medium-sized enterprise (MSME) segment, we have become an attractive alternative for productive credits. As a result, we achieved a 28.3% growth rate in our Commercial Portfolio, as compared to 2011.

Letter from the Chairman of the Board and the CEO

(5)

The synergies shared by Famsa Mexico and Banco Ahorro Famsa enabled us to maintain our focus on consolidating stable operations without compromising our flexibility to create new business opportunities.

Consequently, in 2012 we resumed our expansion plan by opening 17 branches, including 12 independent bank branches in territories in which we were not present, allowing us to establish a customer base for future store expansions.

After performing a deep analysis, a comprehensive refocus process was implemented to assure the profitability of Famsa USA. Although this decision represented a challenge for the Company, it was necessary to reinforce the Group’s overall position.

While strengthening our operations in Texas and Illinois, we carried out an orderly exit from Arizona, California and Nevada. In the latter three states, the economy showed a downward trend regarding unemployment and consumption, especially in our key population segment, the Hispanic market.

The actions implemented in Arizona, California and Nevada were focused on maximizing the collection of accounts receivable and minimizing the cost of closing the store network in the region. As of December 31, 2012, we achieved a 65.5% reduction in the balance of accounts receivable, compared to 2011. Furthermore, we concluded the process of closing 24 stores and two distribution centers and two warehouses which supplied these states. Parallel to this divestment process, we strengthened our operations in Texas and Illinois by expanding our product portfolio, improving our personalized service, and re-launching attractive advertising campaigns. These strategies resulted in an increased demand for core categories, such as furniture and household appliances, which contributed to a great extent in the 8.3% growth in Same Store Sales posted during the fourth quarter of 2012, the first positive growth rate since the first quarter of 2011.

We also reinforced our value offer in the Texas region with the origination of personal loans and maintained a leaner operating expense structure. As a result, Famsa USA achieved an outstanding increase in its Operating Profit, which reached Ps$119 million in 2012, compared to a Ps$57 million loss in 2011.

The achievements across Famsa Mexico, Banco Ahorro Famsa and Famsa USA reflect an accurate business model and an efficient profitability platform that, combined with our experience and philosophy of continuous improvement, constitute a solid base for driving Grupo Famsa’s growth.

During 2013, we will seek to consolidate the positive progress accomplished by implementing new and ambitious growth plans at Famsa Mexico, Famsa USA and Banco Ahorro Famsa, which we expect will translate into concrete benefits for Grupo Famsa’s stakeholders.

We appreciate the effort and commitment of our employees, who day after day embrace the Company’s objectives as their own and allow us to develop solutions and initiatives that benefit our operations. We are equally grateful for the preference and reliance of our customers, suppliers and creditors.

Finally, we reiterate our commitment to our stockholders to enhance the product offer and business platform, which will enable us to create value on your investment, compensate your trust and drive the profitable growth that we pursue.

Humberto Garza González

(6)

Grupo Famsa 2012AR

Our business model

has its origins and focus

on value creation through

our customers’ total

satisfaction

We are dedicated

to providing a comprehensive

value offer in consumption,

financing and savings

needs through the close

interaction and synergies

between Famsa Mexico,

Famsa USA and

Banco Ahorro Famsa

Business Model

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Banco Ahorro Famsa

Famsa USA

-Famsa-to-Famsa sales volume

Famsa USA

Famsa Mexico

-Remittance dispatch

Famsa USA

Banco Ahorro Famsa

-Banking service offering for people who receive remittances

-Credit availability

-Banking service offering for customers

Banco Ahorro Famsa

Famsa Mexico

-Broad store network and store traffic -Active credit customer base

-Brand recognition -Brand recognition

-Successful business model

-Infrastructure for Famsa-to-Famsa

Famsa Mexico

Banco Ahorro Famsa

Famsa Mexico

Famsa USA

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Grupo Famsa 2012AR

(9)

Famsa Mexico

12,031

12,353

During 2012, Famsa Mexico achieved a year of accurate results with improvements in its profitability, displaying the effort and commitment of its entire team.

The series of initiatives implemented to satisfy consumers’ needs and to stimulate demand for durable goods, as well as the strength of personal loan origination, consolidated these achievements and are the foundations for the future growth of this business unit.

Consequently, Famsa Mexico’s 2012 Net Sales reached Ps$12,353 million, 2.7% above the previous year. This performance, combined with a rigorous control of operating expenses, boosted Famsa Mexico’s Operating Profit, posting a 10.9% year-over-year increase, which totaled Ps$1,362 million as of year-end 2012. Furthermore, this business unit registered an expansion in its Operating Margin of 80 basis points, from 10.2% in 2011 to 11.0% in 2012.

Strong Performance,

Solid Profitability

2011

2011

Millions of Mexican pesos

Millions of Mexican pesos

2012 2012 1,228 1,362

Net Sales

Operating Profit

+

2.7%

+

10.9%

Operating Profit

grew 10.9%

year-over-year

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Grupo Famsa 2012AR

10.2%

growth in

Furniture in 2012

Among the multiple initiatives implemented during the year to achieve these results, we reinforced the assortment of models and brands of our product portfolio, the mounting of more attractive displays, the excellence of the shopping experience, and the rollout of targeted advertising campaigns to drive credit sales. Personal Loans 25% Furniture Electronics Household Appliances Mobile Phones Computers Motorcycles Others 14% 12% 11% 8% 6% 5% 19%

Sales by Product Category

(%)

(11)

10%

4Q11 1Q12 2Q12 3Q12 4Q12

5%

0%

-5%

Among our durable goods categories, Mobile Phones and Household Appliances posted some of the strongest results, which, after a period of contraction, were able to modify their trend and drive sales growth rates up to 12.4% and 7.6%, respectively, during the last quarter of the year. Additionally, the continuous dynamism reflected by the Motorcycles, Furniture and Personal Loans categories raised the quarterly growth in Famsa Mexico’s Same Store Sales, reaching an increase of 3.5% during the fourth quarter of 2012.

Backed by the effectiveness of the initiatives implemented, in 2012 we resumed our expansion plan in Mexico. During the year, we opened five full format stores in diverse cities, reinforcing our commitment to continue expanding our store network which was postponed due to the financial crisis.

This boost to our expansion strategy, coupled with the solid operating performance of 2012, is an excellent foundation to strengthen our value creation path towards the profitable growth that has distinguished Grupo Famsa across its history.

Same Store Sales

grew 3.5% in 4Q12

Our store network

in Mexico resumed

its growth

Same Store Sales

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Grupo Famsa 2012AR

(13)

10,436

11,999

Millions of Mexican pesos

4Q11 1Q12 2Q12 3Q12 4Q12

Bank Deposits

15.0%

Since its founding in 2007, Banco Ahorro Famsa’s operations have grown steadily. As of the close of 2012, Banco Ahorro Famsa is one of Mexico’s 10 largest multiple banking institutions in terms of the balance of its Consumer Portfolio (CNBV, Dec. 2012). Most notable among Banco Ahorro Famsa´s indicators is its Capitalization Index, which through 2012 remained at an average level of 13.3%, reflecting the strength and stability of our operations.

In addition, its deposit base, distributed across more than 1.1 million accounts, grew 15.0% year-over-year to Ps$11,999 million. Banco Ahorro Famsa has been able to enhance time deposits in order to extend the duration of its deposit base while continuously reducing its average cost of funding. As of December 31, 2012, 89.4% of Banco Ahorro Famsa´s bank deposits correspond to savings instruments with an average term of 152 days and a historic minimum cost of funding of 5.17%. The solid performance of these indicators reflect the strength of Banco Ahorro Famsa´s market position, underpinning its service and value offer to earn the preference of a growing number of customers in all the segments it serves.

Strength,

Diversification and

Growth

In Number of Banking Branches:

Rank Mexico

10 In Balance of Consumer Loan Portfolio 9 In Balance of Deposits Source: CNBV (December 2012) 19

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Grupo Famsa 2012AR

Besides complementing our traditional consumer financing business, Banco Ahorro Famsa advances in the development of its Commercial Loan Portfolio. As of the close of 2012, its balance of credits reached Ps$2,393 million, a growth of 28.3% above the previous year.

Key to this growth has been our product and service diversification strategy, which is best exemplified with the credits we offer to support Micro, Small and Medium-sized Enterprises (MSMEs). Banco Ahorro Famsa´s commitment to seek new ways of value creation has now positioned us as an attractive alternative for financing productive loans.

Our success in the incursion of financing this type of credits reflects a series of initiatives we implemented during the year, including the opening of 10 MSME locations in the Mexican cities of Monterrey, San Luis Potosi, Torreon and Saltillo. At these places, our specialized personnel address customers from a wide range of industries, including the construction, financial services and commercial sectors, among others.

89.4% of

Banco Ahorro Famsa´s

deposit base correspond

to time savings

instruments

Commercial Loan

Portfolio

28.3%

1,865 2,393

Millions of Mexican pesos

4Q11 1Q12 2Q12 3Q12 4Q12

Cost of Funding

6.5% 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 5.5% 4.5%

14

(15)

Banco Ahorro Famsa

is an attractive alternative

for productive loans, granting

more than 1,670 credits to

support small and medium

entrepreneurs

The solid performance of our banking business unit encouraged the opening of five new branches within our stores in 2012, as well as 12 independent branches, most of which were located in territories where we were not present. As of the close of 2012, Grupo Famsa has a total of 304 banking branches. The implementation of Banco Ahorro Famsa’s new independent bank branch format enables us to focus on consolidating stable and strong operations, with the flexibility to pursue new diversification and growth strategies that will benefit our customers.

(16)

Grupo Famsa 2012AR

(17)

Famsa USA

Refocus that

Drives Profitability

Mexico USA

Consolidated Sales

12%

88%

Precipitated by the economic downturn in the West region of the United States, during 2012 we carried out successfully a comprehensive refocus process to ensure Famsa USA’s profitability and strengthen the Group’s overall position.

The strategy we implemented involved an orderly and efficient exit from the West region, comprised by the states of Arizona, California and Nevada, and the consolidation of our operations in the Texas region, which includes the states of Texas and Illinois. This decision represented a great challenge, but has proven to be the best alternative to face the adverse economic environment and to advance with the recovery of our US operations´ profitability. The divestment process in the West region of the United States involved the closing of 24 stores and two distribution centers and two warehouses that supplied the region. We also implemented a series of actions to maximize the collection of accounts receivable. These included the installation of kiosks close to our former stores to serve as payment centers, as well as the acceptance of credit- and debit-card payments by telephone and Internet. As a result of these efforts, the balance of accounts receivable in the West declined 65.5% year-over-year, from US$95 million in December 2011 to US$33 million in December 2012. It is important to note that collection activities will continue during the first half of 2013 in order to recover the remaining balance.

The series of initiatives

implemented, accelerated

the recovery trend and drove

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Grupo Famsa 2012AR

At the same time, sales volume in the Texas region rose progressively during the second half of the year, reaching a Same Store Sales increase of 8.3% in the fourth quarter of 2012, the first positive growth since the first quarter of 2011.

A series of diverse initiatives implemented, such as enhancing the selection of our product assortment, launching attractive advertising campaigns and promotions, and improving our exhibition spaces, reactivated the demand for certain core categories of durable goods. As a result, Household Appliances and Furniture posted a growth in sales during the fourth quarter of 2012, increasing 34.6% and 23.1%, respectively.

1,731

1,715

2011

2011

Millions of Mexican pesos

Millions of Mexican pesos

2012 2012 119

Sales

Operating

Profit

57

A more profitable

sales mix and the

reduction of operating

expenses enhanced

the profitability of our

operations in Texas

Accounts Receivable

-65.5%

95 33 Millions of USD 4Q11 1Q12 2Q12 3Q12 4Q12

18

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Same Store Sales

Growth (%) 4Q11 1Q12 2Q12 3Q12 4Q12 0% 10% -10% -20% -30%

Additionally, we underpinned our product offer by promoting the origination of personal loans and implemented a rigorous program for optimizing operating expenses. Consequently, the rate of recovery accelerated and the profitability of our business in the region of Texas and Illinois was boosted.

Our efforts resulted in a substantial growth in Operating Profit, which at yearend 2012 was Ps$119 million, compared to a loss of Ps$57 million in 2011. The initiatives implemented and the positive results yielded imply a more solid performance for this business unit, which will encourage Grupo Famsa to continue consolidating the presence of Famsa USA in the Hispanic market of the US.

(20)

Grupo Famsa 2012AR

Social

(21)

Since our foundation, and as part of our business philosophy, we maintain a close relationship with the communities we serve and reinforce our commitment to the welfare of society.

During 2012, Grupo Famsa increased the resources assigned to support social institutions that benefit segments of the population who live in underprivileged conditions or have special needs, compared to 2011. We collaborate in multiple programs which promote the education of people living under harsh conditions, the assistance of disabled children and sick patients, among other community development initiatives. Furthermore, we carry out fund-raising campaigns to support organizations that seek social wellbeing through Banco Ahorro Famsa’s branches, ATMs and on-line banking. In 2012, associations such as EN NUESTRAS MANOS, HOGA, BÉCALOS, Hogar de la Misericordia and Club de Niños y Niñas de Nuevo León were benefited from these campaigns.

299,000

hours of training

in 2012

For more than 40 years, our employees have been the foundation of the success and growth of Grupo Famsa. Their capabilities and experience are our most important assets for achieving our goals.

Seeking their continuous development, we offer our employees several improvement programs focusing on customer service, one of Grupo Famsa’s key differentiators, as well as on human development, technical skills and how to enrich the purchasing experience, all of which enhance their professional mobility. In 2012, Grupo Famsa provided 299,000 man-hours of training.

Finally, as a result of the success of the Company’s training programs, 1,495 of our employees were promoted internally in 2012. In this way, we are driving the talent of this great enterprise’s workforce of 16,741 employees as of December 31, 2012.

(22)

Grupo Famsa 2012AR

Corporate

Governance

(23)

Humberto Garza Valdéz

Chief Executive Officer

Oziel Mario Garza Valdéz

Vice President of Clothing and Verochi

Luis Gerardo Villarreal Rosales

Chief Operations Officer

Abelardo García Lozano

Chief Financial Officer

Martín Urbina Villarreal

Vice President of Famsa Mexico

Angel Alfonso de Soto Hernández

Vice President of Banco Ahorro Famsa

Ignacio Ortiz Lambretón

Vice President of Famsa USA

Joaquín Aguirre Carrera

Vice President of Marketing

Héctor Padilla Ramos

Vice President of Merchandise

Manuel Rodríguez González

Chief Information Officer

Héctor Hugo Hernández Lee

Vice President of Human Resources

Management Team

Grupo Famsa, S.A.B. de C.V.

Corporate

Governance Practices

Grupo Famsa’s positive performance rests on sound Corporate Governance practices in compliance with the “Code of Best Corporate Practices” recommended by the Mexican Stock Exchange and the National Banking and Securities Commission. This has resulted in the optimal functioning of the company’s Board of Directors, which, in coordination with the Audit Committee and the Corporate Practices Committee, is responsible for planning, approving and supervising all of the Company’s operations.

(24)

Grupo Famsa 2012AR

Don Humberto Garza González

Director

Humberto Garza Valdéz

Director

Hernán Javier Garza Valdéz

Director

Oziel Mario Garza Valdéz

Director

Bernardo Guerra Treviño

Independent Director

Salvador Kalifa Assad

Independent Director

Horacio Marchand Flores

Independent Director

Jorge Luis Ramos Santos

Independent Director

Alejandro Sepúlveda Gutiérrez

Independent Director

Board of Directors

Grupo Famsa, S.A.B. de C.V.

Officers of Grupo Famsa’s

Board of Directors:

Don Humberto Garza González Chairman

(*) Luis Gerardo Villarreal Rosales Secretary

(*) Ricardo Maldonado Yañez Alternate Secretary

(*) Officers who are not members of the Board of Directors.

Don Humberto Garza González is the founder and Chairman of the Board of Grupo Famsa.

Humberto Garza Valdéz has been with the Company for the past 27 years and is Don Humberto Garza González’ son. He has been our President for the past 16 years, having previously served as Deputy President. He holds a Bachelor’s degree in Business Administration from the University of Monterrey (UDEM) and a Master in Executive Business Administration from the Institute of Executive Business Management (IPADE). Hernán Javier Garza Valdéz has been with the Company for the past 25 years and is Don Humberto Garza González’ son. He currently serves as Project Director. He holds a Bachelor’s degree in Economics from Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM), an M.B.A. from the University of Notre Dame and a Master in Information Systems from ITESM.

Oziel Mario Garza Valdéz has been with the Company for the past 19 years and is Don Humberto Garza González’ son. He has been our Vice President of Clothing and Verochi for the past 14 years, having previously served as Commercial Director for the Monterrey Region. He holds a Bachelor’s degree in Business Administration from UDEM and a Master in Executive Business Administration from IPADE.

Bernardo Guerra Treviño has been a member of Grupo Famsa’s Board of Directors since 2011. He is a founding member and General Director of Morales y Guerra Capital Asesores (MG Capital) and serves as an independent director of Banco Ahorro Famsa and Axtel, where he is also the President of the Corporate Practices and Auditing committees. He is also a member of the administrative committee and President of the Corporate Practices and Auditing committees of Promotora Ambiental. He holds an Industrial Engineering degree from ITESM.

Salvador Kalifa Assad has been a member of Grupo Famsa’s Board of Directors since 1997. He currently runs his own consulting firm, Consultores Económicos Especializados, and provides economic analysis for several Mexican newspapers. He was Director of Economic Studies at Grupo Alfa for seven years and collaborated with Grupo Financiero GBM-Atlántico. He has also been a member of the Boards of Directors of Grupo IMSA, Verzatec and Banorte. He holds a Bachelor’s degree in Economics from Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM), as well as Master’s and Doctoral degrees in Economics from Cornell University.

(25)

Audit Committee

Horacio Marchand Flores has been a member of Grupo

Famsa’s Board of Directors since 2006. He has served as Sales Director at Alestra and as Marketing Vice President at Iusacell. He founded the firm Marchand y Asociados, which specializes in strategy and marketing projects. He has also been a member of the Board of Directors and Treasurer of Monterrey’s Chamber of Commerce, a member of the Executive Committee of CONCANACO and a member of CCINLAC. He holds a Bachelor’s degree in Business Administration from ITESM, a Master in Business Administration and Marketing from the University of Texas, and a Doctorate in Deep Psychology and Mythology from Pacifica Graduate Institute.

Jorge Luis Ramos Santos has been a member of Grupo Famsa’s Board of Directors since 2006. He currently represents Heineken Americas in its joint ventures and is a strategic advisor to this company. He has served as Deputy President of Heineken Americas, as CEO of Cervecería Cuauhtémoc Moctezuma as Human Resources Vice President and as Chief Commercial Officer of Femsa Cerveza. He currently sits on the boards of several companies in Latin America, as well as of several business organizations and universities in Mexico. He holds Bachelor’s degrees in Accounting and Business Administration from Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM) and a Master in Business Administration from the Wharton School of the University of Pennsylvania.

Alejandro Sepúlveda Gutiérrez has been a member of Grupo Famsa’s Board of Directors since 2006. He has served as Vice President of Financial Information at Alfa, and as Corporate Controller and Deputy Vice President at Fundidora Monterrey. He is a member of the Committee on Financial Reporting Practices of the Mexican Institute of Finance Executives’ Monterrey Division. He holds a degree in Accounting from ITESM, a Master in Business Administration from Texas Christian University and has completed course studies on executive business management at IPADE.

Alejandro Sepúlveda Gutiérrez

Chairman

Salvador Llarena Arriola

Jorge Luis Ramos Santos

Alejandro Sepúlveda Gutiérrez

Chairman

Salvador Llarena Arriola

Jorge Luis Ramos Santos

Luis Gerardo Villarreal Rosales

Director

Hernán Javier Garza Valdéz

Director

Oziel Mario Garza Valdéz

Director

Angel Alfonso de Soto Hernández

Director

Bernardo Guerra Treviño

Independent Director

Salvador Kalifa Assad

Independent Director

Héctor Medina Aguiar

Independent Director

Ernesto Ortiz Lambretón

Independent Director

Luis Gerardo Villarreal Rosales Chairman

(*) Ricardo Maldonado Yañez Secretary

(*) Humberto Loza López Alternate Secretary

(*) Officers who are not members of the Board of Directors.

Corporate Practices Committee

Board of Directors

Banco Ahorro Famsa, S.A.,

Multiple Banking Institution

Officers of

Banco Ahorro Famsa´s

Board of Directors:

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Grupo Famsa 2012AR

Gross margin

expanded

basis points to

during 2012

120

46.6%

Management’s Discussion

and Analysis of the Operating Results

and Financial Position

For the year ended December 31, 2012

Income Statement

Net Sales

During the year ended December 31, 2012, Grupo Famsa’s consolidated Net Sales increased by 1.9%, compared to 2011, to Ps$14,123 million. Famsa Mexico reported Net Sales of Ps$12,353 million in 2012, a 2.7% growth from the previous year, mainly as a result of the progressive recovery of core categories and the strength of personal loan origination. Net Sales in the Texas region fell 0.9% to Ps$1,715 million.

Consolidated Same Store Sales, which represent the sales of those of our stores that have been in operation longer than 12 months and isolate the effect of the Peso/U.S. Dollar exchange rate, rose 1.6% compared to 2011. Same Store Sales at Famsa Mexico and Famsa USA grew 2.6% and fell 4.0%, respectively, in 2012.

Cost of Sales and Gross Profit

Several accounts were reclassified as a result of the MFRS to IFRS

transition. Among them, interest expense related to bank deposits was

reclassified to Cost of Sales and thus, consolidated Cost of Sales for 2012

was Ps$7,536 million, 0.5% below that of 2011.

Consolidated Gross Profit reached Ps$6,587 million, a 4.7% increase

above that of the previous year. Gross Margin expanded 120 basis points to 46.6% during 2012, largely driven by Famsa Mexico’s growth in credit sales, combined with the higher participation of personal loans and furniture in the consolidated sales mix.

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Operating Expenses

Consolidated Operating Expenses, which comprise selling and administrative expenses, grew 0.3% during 2012, to Ps$5,183 million.

During the year, salaries and employee benefits and leasing expenses

represented 59.9% of total Operating Expenses and the remaining amount proceeded from advertising, maintenance and depreciation expenses, among others.

Operating Profit

As of December 31, 2012, consolidated Operating Profit increased 36.8%

to Ps$1,475 million. The consolidated Operating Margin expanded from 7.8% in 2011 to 10.4% in 2012, mainly derived from the expansion in Gross Margin and the strict control of Operating Expenses.

Financial Expenses, Net

Derived from the MFRS to IFRS transition, several accounts were

reclassified. As a result, financial expenses now comprise interest expense related to bank debt, debt certificates, and factoring. Therefore,

the Financial Expenses, net of Grupo Famsa as of yearend 2012 was

Ps$658 million, a 15.2% decrease compared to 2011.

The main variation was a foreign exchange loss of Ps$103 million posted in 2011, which changed to a moderate foreign exchange gain of

Ps$62 million in 2012, as a result of the increased stability of the foreign

exchange market and, more importantly, Grupo Famsa’s reduced asset position in U.S. dollars through the operations of Famsa USA.

Net Income

During the year ended December 31, 2012, consolidated Net Income increased 42.0%, to Ps$323 million. This increase results from a growth of 170.2% in Income Before Income Tax in 2012 as compared to 2011. However, as of the close of 2012, the Company recorded a loss from discontinued operations corresponding to Famsa USA´s divestment process from the West region of Ps$598 million.

1,078

1,475

2011

Millions of Mexican Pesos

2012

Operating

Profit

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Grupo Famsa 2012AR

Balance Sheet

Trade Receivables, Net

The balance of Trade Receivables as of December 31, 2012, net of allowance for doubtful accounts, grew 7.4% compared to 2011, totaling Ps$19,215 million. Derived from the MFRS to IFRS transition, this balance was segmen-ted based on the timeframe of credits. Consequently, 96.5% of the total balance of Trade Receivables corresponds to credits with terms of less than one year, totaling Ps$18,546 million. The remaining amount has been reclassified as a non-current asset.

Inventory

The balance of Inventory as of December 31, 2012 was Ps$1,951 million, a 2.9% decrease compared to the same period of 2011. This was primarily as a result of the effective implementation of initiatives aimed at optimizing inventory levels without reducing our standards of service.

Net Debt

Net Debt was Ps$4,619 million as of December 31, 2012, 6.0% less than the balance posted as of December 31, 2011, largely reflecting an increase of 21.2% in the balance of Cash and Cash Equivalents.

Bank Deposits

As of December 31, 2012, Bank Deposits totaled Ps$11,999 million, which was 15.0% above the balance as of December 31, 2011. In addition, BAF’s average cost of funding was 5.17% as of the close of 2012. Bank Deposits continue to offer an optimum source of funding for the credits extended to our Mexican customers. The diverse financing products that make up BAF’s deposit base mitigate the Company’s exposure to conventional credit market volatility and have also contributed significantly to reducing the Company’s consolidated cost of funding.

Stockholders’ Equity

The balance of Stockholders’ Equity as of December 31, 2012 grew by 3.4%, reaching Ps$8,290 million.

Management’s Discussion

and Analysis of the Operating Results

and Financial Position

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Contact Information for Stockholders

Paloma E. Arellano Bujanda

Investor Relations

paloma.arellano@famsa.com t. (0181) 8389 3405

Corporate Offices:

Pino Suárez # 1202 nte. Zona Centro C.P. 64000 Monterrey, N. L., México

t. (0181) 8389 9000

Stock Market and Ticker Symbol: Mexican Stock Exchange (BMV)

GFAMSA

www.grupofamsa.com www.famsa.com www.banfamsa.com www.famsa.us

Grupo Famsa, S.A.B. de C.V.’s annual reports and other written materials may occasionally contain

forward-looking statements and disclosures, projected financial results and expectations for Grupo Famsa and its subsidiaries’ future performance which should be considered as estimates made in good faith by Company Management. Investors are cautioned that, although based on publicly available information, any such forward-looking statements and disclosures are subject

to inherent risks and uncertainties, as well as to factors that could cause the Company’s results,

plans, objectives, expectations, performance and achievements to be totally different at any given

time. Such risks and uncertainties include changes in general economic, political, government and/

or commercial conditions on a national and/or global level, as well as changes in interest rates, inflation, foreign exchange volatility, product prices, customer demand and competition, among others. All disclosures made by Grupo Famsa should be assessed taking into account these

relevant risks and uncertainties. As a result of these risks and uncertainties (as well as those that Grupo Famsa doesn’t acknowledge or currently considers of low relevance), real results may differ

substantially from the forward-looking statements and disclosures presented in this document. Grupo Famsa does not assume any responsibility related to variations that these forward-looking statements and disclosures may contain, nor for any other information coming from official sources

or third parties.

Disclosures and forward-looking statements solely show Grupo Famsa’s outlook as of the date

these disclosures and forward-looking statements are made. Grupo Famsa does not assume any

obligation to publicly disclose any updates or changes to such disclosures and information, even if those updates or changes are related to new information that was obtained, to future events or to

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Grupo Famsa 2012AR

Consolidated

Financial Statements

(31)

ÍNDICE

CONTENTS

Independent Auditors’ Report

Consolidated Financial Statements:

Consolidated Statements of

Financial Position

Consolidated Statements of

Income

Consolidated Statements of

Comprehensive Income

Consolidated Statements of

Changes in Stockholders’ Equity

Consolidated Statements of

Cash Flows

Notes to the Consolidated

Financial Statements

37

38

35

34

33

32

31

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Grupo Famsa 2012AR

Independent Auditors’ Report

Monterrey, N. L., April 15, 2013 To the Stockholders’ Meeting of Grupo Famsa, S. A. B. de C. V.

We have audited the accompanying consolidated financial statements of Grupo Famsa, S. A. B. de C. V., and subsidiaries, which comprise the consolidated statement of financial position as at December 31, 2012 and 2011, and January 1, 2011, and the consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the years ended December 31, 2012 and 2011, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our

audits in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on

the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of the accounting policies

used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Grupo Famsa, S. A. B. de C. V. and its subsidiaries at December 31, 2012 and 2011, and January 1, 2011, and their financial performance and their cash flows for the years ended December 31, 2012 and 2011, in accordance with

International Financial Reporting Standards.

PricewaterhouseCoopers, S. C.

Juan Gerardo Pérez Lara

Audit Partner

(33)

December 31, January 1,

Assets Note 2012 2011 2011

Current assets:

Cash and cash equivalents 6 Ps. 1,528,727 Ps. 1,261,454 Ps. 937,193

Trade receivables, net 8 18,546,393 17,217,837 14,696,688 Recoverable taxes 1,135,713 1,279,064 1,253,048 Other accounts receivable 9 712,927 508,222 522,102

Inventories 10 1,950,663 2,009,750 2,215,957

Total current assets 23,874,423 22,276,327 19,624,988

Non-current assets:

Restricted cash 7 254,905 189,901 177,266

Trade receivables, net 8 669,065 670,738 732,323

Property, leasehold improvements, and

furniture and equipment, net 11 2,370,018 2,486,286 2,561,666

Goodwill and intangible assets, net 12 299,572 298,112 309,998

Guarantee deposits 53,910 61,952 60,466

Deferred income tax 22 1,548,033 1,402,792 1,267,407

Total non-current assets 5,195,503 5,109,781 5,109,126

Total assets Ps. 29,069,926 Ps. 27,386,108 Ps. 24,734,114

Liabilities and Stockholders’ equity

Demand deposits and time deposits 13 Ps. 8,382,497 Ps. 7,528,884 Ps. 7,697,144 Short-term debt 14 2,583,831 2,426,638 2,743,542

Suppliers 1,562,613 1,483,106 1,515,038

Accounts payable and accrued expenses 15 603,464 776,468 864,576 Deferred income from guarantee sales 239,245 288,379 355,298 Income tax payable 26,556 12,679 18,180 Total current liabilities 13,398,206 12,516,154 13,193,778 Non-current liabilities:

Time-deposits 13 3,616,767 2,907,190 1,210,154

Long-term debt 14 3,563,611 3,750,700 2,423,028 Deferred income from guarantee sales 116,387 122,859 165,521 Employee benefits 17 85,240 74,689 68,348 Total non-current liabilities 7,382,005 6,855,438 3,867,051 Total liabilities 20,780,211 19,371,592 17,060,829

Stockholders’ equity

Capital stock 18 1,458,286 1,458,286 1,458,286

Additional paid-in capital 2,778,226 2,778,226 2,778,226

Retained earnings 3,836,677 3,536,012 3,305,928

Reserve for repurchase of shares 130,000 110,000 110,000

Foreign currency translation adjustment 60,395 108,610 -Total stockholders’ equity attributable to shareholders 8,263,584 7,991,134 7,652,440

Non-controlling interest 26,131 23,382 20,845

Total stockholders’ equity 8,289,715 8,014,516 7,673,285

Total liabilities and stockholders’ equity Ps. 29,069,926 Ps. 27,386,108 Ps. 24,734,114

Grupo Famsa, S. A. B. de C. V. and subsidiaries

As of December 31, 2012 and 2011, and January 1, 2011 Thousands of Mexican pesos

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of

Financial Position

Humberto Garza Valdéz

Chief Executive Officer

Abelardo García Lozano

(34)

Grupo Famsa 2012AR

December 31,

Note 2012 2011

Net sales 25 Ps. 10,446,466 Ps. 10,983,168

Interest earned from customers 25 3,677,062 2,882,571

Total revenues 14,123,528 13,865,739

Cost of sales 19 (7,536,148) (7,571,078)

Gross profit 6,587,380 6,294,661 Selling expenses 19 (3,226,968) (3,024,001) Administrative expenses 19 (1,956,292) (2,146,188) Other income (expenses), net 20 70,980 (46,253)

(5,112,280) (5,216,442)

Operating profit 1,475,100 1,078,219 Financial expenses 21 (722,345) (777,317)

Financial income 21 63,970 1,376

Financial expenses, net (658,375) (775,941) Profit before income tax 816,725 302,278 Income tax 22 107,332 149,459 Profit before discontinued operations 924,057 451,737 Discontinued operations 2 (598,458) (221,776)

Consolidated net income Ps. 325,599 Ps. 229,961

Net income attributable to:

Controlling interest Ps. 322,850 Ps. 227,424

Non-controlling interest 2,749 2,537

Consolidated net income Ps. 325,599 Ps. 229,961

Basic and diluted earnings per share attributable to controlling interest, in Mexican pesos:

Continuing operations Ps. 2.10 Ps. 1.02

Discontinued operations 2 Ps. (1.36) Ps (0.50)

Net income Ps. 0.74 Ps. 0.52

Number of outstanding shares 18 439,188,294 439,188,294

Consolidated Statements of Income

For the years ended December 31, 2012 and 2011Grupo Famsa, S. A. B. de C. V. and subsidiaries Thousands of Mexican pesos

The accompanying notes are an integral part of these consolidated financial statements.

Humberto Garza Valdéz

Chief Executive Officer Abelardo García LozanoChief Financial Officer

(35)

December 31,

Note 2012 2011

Consolidated net income Ps. 325,599 Ps. 229,961

Other comprehensive income (loss), net of taxes:

Actuarial gains and (losses) 17 (2,185) 2,660

Foreign currency translation adjustment (48,215) 108,610

Consolidated comprehensive income Ps. 275,199 Ps. 341,231

Consolidated comprehensive income attributable to:

Controlling interest Ps. 272,450 Ps. 338,694

Non-controlling interest 2,749 2,537

Ps. 275,199 Ps. 341,231

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of

Comprehensive Income

For the years ended December 31, 2012 and 2011Grupo Famsa, S. A. B. de C. V. and subsidiaries Thousands of Mexican pesos

Humberto Garza Valdéz

(36)

Grupo Famsa 2012AR

Consolidated Statements of Changes

in Stockholders’ Equity

The accompanying notes are an integral part of these consolidated financial statements.

Humberto Garza Valdéz

Chief Executive Officer

Effects Total

Additional Reserve for of foreign stockholders Total Total

Capital paid-in Retained repurchase currency equity attributable non-controlling stockholders

Note stock capital earnings of shares translation to shareholders interest equity

Balances as of January 1, 2011 Ps. 1,458,286 Ps. 2,778,226 Ps. 3,305,928 Ps 110,000 Ps. - Ps. 7,652,440 Ps. 20,845 Ps. 7,673,285

Comprehensive income:

Net income - - 227,424 - - 227,424 2,537 229,961

Actuarial gains 17 - - 2,660 - - 2,660 - 2,660

Foreign currency translation adjustment 3.4 - - - - 108,610 108,610 - 108,610

Total comprehensive income - - 230,084 - 108,610 338,694 2,537 341,231

Balances as of December 31, 2011 18 1,458,286 2,778,226 3,536,012 110,000 108,610 7,991,134 23,382 8,014,516

Transactions with owners of the Company:

Increase in the reserve for repurchase of shares 18 - - (20,000) 20,000 - - -

-Comprehensive income:

Net income - - 322,850 - - 322,850 2,749 325,599

Actuarial losses 17 - - (2,185) - - (2,185) - (2,185)

Foreign currency translation adjustment 3.4 - - - - (48,215) (48,215) - (48,215)

Total comprehensive income - - 320,665 - (48,215) 272,450 2,749 275,199

Balances as of December 31, 2012 18 Ps. 1,458,286 Ps. 2,778,226 Ps. 3,836,677 Ps. 130,000 Ps. 60,395 Ps. 8,263,584 Ps. 26,131 Ps. 8,289,715

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Effects Total

Additional Reserve for of foreign stockholders Total Total

Capital paid-in Retained repurchase currency equity attributable non-controlling stockholders

Note stock capital earnings of shares translation to shareholders interest equity

Balances as of January 1, 2011 Ps. 1,458,286 Ps. 2,778,226 Ps. 3,305,928 Ps 110,000 Ps. - Ps. 7,652,440 Ps. 20,845 Ps. 7,673,285

Comprehensive income:

Net income - - 227,424 - - 227,424 2,537 229,961

Actuarial gains 17 - - 2,660 - - 2,660 - 2,660

Foreign currency translation adjustment 3.4 - - - - 108,610 108,610 - 108,610

Total comprehensive income - - 230,084 - 108,610 338,694 2,537 341,231

Balances as of December 31, 2011 18 1,458,286 2,778,226 3,536,012 110,000 108,610 7,991,134 23,382 8,014,516

Transactions with owners of the Company:

Increase in the reserve for repurchase of shares 18 - - (20,000) 20,000 - - -

-Comprehensive income:

Net income - - 322,850 - - 322,850 2,749 325,599

Actuarial losses 17 - - (2,185) - - (2,185) - (2,185)

Foreign currency translation adjustment 3.4 - - - - (48,215) (48,215) - (48,215)

Total comprehensive income - - 320,665 - (48,215) 272,450 2,749 275,199

Balances as of December 31, 2012 18 Ps. 1,458,286 Ps. 2,778,226 Ps. 3,836,677 Ps. 130,000 Ps. 60,395 Ps. 8,263,584 Ps. 26,131 Ps. 8,289,715

Grupo Famsa, S. A. B. de C. V. and subsidiaries

As of December 31, 2012 and 2011 and January 1, 2011 Thousands of Mexican pesos

Abelardo García Lozano

(38)

Grupo Famsa 2012AR

December 31,

Note 2012 2011

Operating activities:

Profit before income tax Ps. 816,725 Ps. 302,278 Depreciation and amortization 11,12,19 314,397 350,674 Allowance for doubtful receivables 19 1,173,362 1,166,828

Gain on sale of property, leasehold improvements,

furniture and equipment (1,279) (2,473)

Estimated liabilities for labor benefits 17 15,731 16,171

Interest income (1,757) (1,376)

Interest expenses 1,312,145 1,200,540 Increase in trade receivables (2,476,844) (2,581,781)

Increase in inventories (308,934) (420,122)

Increase in other accounts receivable (128,938) (162,583)

Increase (decrease) in suppliers 87,437 (40,834)

Decrease in accounts payable and accrued expenses (647,281) (856,481) Income tax paid (39,619) (25,873) Demand deposits and time deposits 1,563,190 1,528,776 Interests to bank depositors (589,799) (526,450) Exchange gain and losses, net (112,969) 542,882 Net cash flows from operating activities 975,567 490,176

Investing activities:

Acquisition of property, leasehold improvements,

furniture and equipment (201,597) (240,024)

Proceeds from sale of property, leasehold improvements,

furniture and equipment 9,829 5,081

Interest received 1,757 1,376

Net cash from used in investing activities (190,011) (233,567)

Financing activities:

Interest paid (718,948) (623,595)

Proceeds from current and non-current debt and bank loans 300,040 2,607,704 Payments of current and non-current debt and bank loans (103,585) (1,927,876) Net cash flow (used in) from financing activities (522,493) 56,233

Increase in net cash and cash equivalents 263,063 312,842

Adjustments to cash flow as a result of changes in exchange rates 4,210 11,419 Cash and cash equivalents at the beginning of the year 6 1,261,454 937,193

Cash and cash equivalents at the end of the year 6 Ps. 1,528,727 Ps. 1,261,454

Consolidated Statements

of Cash Flows

For the years ended December 31, 2012 and 2011Grupo Famsa, S. A. B. de C. V. and subsidiaries Thousands of Mexican pesos

The accompanying notes are an integral part of these consolidated financial statements.

Humberto Garza Valdéz

Chief Executive Officer

Abelardo García Lozano

Chief Financial Officer

(39)

Grupo Famsa, S. A. B. de C. V. and subsidiaries

As of December 31, 2012 and 2011, and January 1, 2011 Thousands of Mexican pesos (except where otherwise indicated)

Notes to the Consolidated

Financial Statements

Note 1 - General information:

Grupo Famsa, S. A. B de C. V. and subsidiaries (hereinafter, “Famsa”, “Company” or “Grupo Famsa”) is a leading company in the Mexican retail sector, satisfying families’ different purchasing, financing and savings needs. The Company is controlled by a trust whose beneficiaries are the Garza Valdéz family. The address of the Company and its corporate office is Ave. Pino Suárez No. 1202 Nte., Zona Centro, Monterrey, Nuevo León, Mexico. Grupo Famsa started operations in 1970.

Grupo Famsa has developed a solid portfolio of complementary businesses based on consumer credit and savings, which supports a large part of the financing needs of its operations. As of December 31, 2012, Grupo Famsa operates a network of 355 stores with 304 bank branches in 26 Mexican states, as well as 25 stores in two of the states with the largest Hispanic population

in the United States of America (USA), focused on selling various types of electronic appliances, furniture, clothing, household

appliances, cellular phones, motorcycles and other consumer durable goods. The sales operations are carried out in cash and by credit, wholesale and directly to the general public.

The Company is listed on the Mexican Stock Exchange, and in order to perform its financial activities in Mexico it has obtained the authorization of the Ministry of Finance and Public Credit to operate Banco Ahorro Famsa, S. A. Institución de Banca Múltiple as established by the Mexican Law of Credit Institutions, under the supervision and surveillance of the National Banking and Securities Commission (the Commission) and Banco de México (Banxico).

The consolidated financial statements were authorized for issuance on April 15, 2013, by the Company officers who have signed the consolidated financial statements and the accompanying notes. They are subject to the approval of the ordinary

shareholders’ meeting, which is legally empowered to make such changes as it considers necessary.

Note 2 - Significant events:

1. Discontinued operation:

During 2012, the Company closed stores in the states of California, Arizona and Nevada (“Western USA” region) and simultaneously the US operations were concentrated in the stores located in the states of Texas and Illinois (“Eastern USA”

region).

Grupo Famsa classified the Western USA region operation as a discontinued operation in accordance with IFRS 5 “Non current assets held for sale and discontinued operations”.

2012 2011

Net sales Ps. 392,105 Ps. 1,267,309

Operating expenses (421,781) (668,769) Allowance for doubtful receivables (368,704) (222,691)

Cost of goods sold (189,753) (574,980)

Financing expenses (7,417) (11,776)

Freights (2,828) (2,180)

Other expenses, net (80) (8,689)

(990,563) (1,489,085)

Loss before tax from discontinued operations (598,458) (221,776) Tax on discontinued operations - -Loss after tax from discontinued operations (Ps. 598,458) (Ps. 221,776) The analysis of the results of the discontinued operation for the years ended December 31, 2012 and 2011, is as follows:

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Grupo Famsa 2012AR

2. Refinancing of debt:

As part of a debt-refinancing program, Grupo Famsa undertook the following actions:

i. On February 15, 2012, the Company issued notes for US$40 million at a rate of 8.50%, under a euro commercial paper program established in 2009 for a total of US$100 million. The net proceeds were used by the Company to refinance the existing debt which matured on February 15, 2013. This program was renewed on the date mentioned above with a maturity on February 4, 2014, and with the amount increased to US$50 million, at a rate of 7.36%.

ii. On March 25, 2011, the Company issued debt certificates for an aggregate principal amount of Ps. 1,000 million at a rate of 280 basis points over the equilibrium interbank interest rate (TIIE for its acronym in Spanish), maturing in 2014. The net proceeds of this issue were used to refinance debt. This commercial paper is guaranteed by the retail, manufacturing and other subsidiaries.

3. New legal entity

In August 2011, through Famsa, Inc. in the United States, a new legal entity entitled Famsa Financial, Inc. was established, aimed at granting personal loans in the state of Texas. In order to perform this operation, 36 licenses were obtained from the Office of the Consumer Credit Commission of the State of Texas (OCCC).

Note 3 - Summary of significant accounting policies:

The most significant accounting policies applied in the preparation of these consolidated financial statements are summarized as follows. These policies have been consistently applied in the reporting years, unless otherwise indicated.

3.1 Basis of preparation

The consolidated financial statements of Grupo Famsa, S.A.B. de C.V. and subsidiaries have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The IFRS include all effective International Accounting Standards (“IAS”), and the related interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”), including those issued previously by the Standing Interpretations Committee (“SIC”).

In accordance with the amendments to the Rules for Public Companies and Other Participants in the Mexican Stock Exchange, issued by the Mexican National Banking and Securities Commission on January 27, 2009, the Company is required to prepare its financial statements under IFRS starting in 2012.

For comparison purposes, the consolidated financial statements as of December 31, 2011 and the consolidated statement of financial position as of January 1, 2011, have been prepared in accordance with IFRS.

The Company changed its accounting policies from Mexican Financial Reporting Standards (“MFRS”) to comply with IFRS as of January 1, 2012. The transition from MFRS to IFRS has been recorded in accordance with IFRS 1, setting January 1, 2011 as the

transition date. The reconciliation of the effects of the transition from MFRS to IFRS is disclosed in Note 26 to these consolidated

financial statements.

The consolidated financial statements have been prepared on a historical cost basis, except for the exemptions applied by the

Company disclosed in Note 26.

The preparation of the consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates. Additionally, it requires the Company’s management to use judgment in the process of applying the accounting policies of the Company. The areas involving a high degree of judgment or complexity and areas where judgments and estimates are significant to the consolidated financial statements are disclosed in Note 5.

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3.2 Basis for consolidation

a. Subsidiaries

Subsidiaries are all entities over which the Company has the power to govern the financial and operating policies, generally

accompanying a shareholding of more than one half of the voting rights.

The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the

Company. They are de-consolidated from the date that control ceases.

Inter-company transactions and balances and unrealized gains between Famsa companies are eliminated in the preparation of the consolidated financial statements. Unrealized losses are eliminated unless the transaction provides evidence of impairment in the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.

% of ownership

As of As of As of

December 31, December 31, January 1,

2012 2011 2011 Retail sales

Fabricantes Muebleros, S. A. de C. V. 99.93 99.93 99.93

Famsa del Centro, S. A. de C. V. 100.00 100.00 100.00

Famsa del Pacífico, S. A. de C. V. 100.00 100.00 100.00

Famsa Metropolitano, S. A. de C. V. 99.94 99.94 99.94

Famsa México, S. A. de C. V. (1) 99.38

-Impulsora Promobien, S. A. de C. V. 99.04 99.04 99.04 Famsa, Inc., a subsidiary organized under the laws

of California and headquartered in California, U.S.A. (Famsa USA) 100.00 100.00 100.00

Administrative services

Corporación de Servicios Ejecutivos Famsa, S. A. de C. V. 100.00 100.00 100.00 Corporación de Servicios Ejecutivos, S. A. de C. V. 99.21 99.21 99.21

Promotora Sultana, S. A. de C. V. 99.99 99.99 99.99

Suministro Especial de Personal, S. A. de C. V. 99.99 99.99 99.99

Manufacturing and other

Auto Gran Crédito Famsa, S. A. de C. V. 99.99 99.99 99.99 Expormuebles, S. A. de C. V. 99.90 99.90 99.90

Mayoramsa, S. A. de C. V. 99.89 99.89 99.89

Verochi, S. A. de C. V. 99.92 99.92 99.92

Geografía Patrimonial, S. A. de C. V. 53.75 53.75 53.75

Financial sector

Banco Ahorro Famsa, S. A., Institución de Banca Múltiple (BAF) 99.79 99.79 99.79

(1) Company established on December 21, 2012.

References

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