General Meeting of Holders of Non-redeemable Ordinary Participation Certificates (CEMEX CPO)

BANCO MERCANTIL DEL NORTE, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE
GRUPO FINANCIERO BANORTE (DIVISIÓN FIDUCIARIA)

NOTICE
GENERAL MEETING OF HOLDERS OF
NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATES
“CEMEX.CPO”

The Holders of Non-Redeemable Ordinary Participation Certificates issued by CEMEX, S.A.B. de C.V. are hereby summoned to a General Meeting of Holders which shall be held at First Notice at Centro Financiero Banamex, located at Calzada Del Valle number 350 Oriente, First Floor, Colonia Del Valle, in the city of San Pedro Garza García, Nuevo León, Mexico, on November 14 (fourteen), 2011 (two thousand eleven) at 10:00 (ten) hours, to resolve with respect to the following matters:

AGENDA FOR THE MEETING

1. PRESENTATION, DISCUSSION AND APPROVAL, IF ANY, OF A PROPOSAL TO AMEND CLAUSES FIRST, TENTH AND FOURTEENTH OF THE TRUST DEED GOVERNING THE NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATES NAMED “CEMEX.CPO” FOR THE PURPOSE OF HAVING THE RESOLUTIONS ADOPTED BY ANY GENERAL SHAREHOLDERS MEETING OF CEMEX, S.A.B. DE C.V. BE CONSIDERED ALSO AS ADOPTED ON THE SAME TERMS BY THE CEMEX.CPO HOLDERS WITHOUT THE NEED TO CALL A GENERAL MEETING OF HOLDERS, CONSIDERING THAT CURRENTLY THE CEMEX.CPO HOLDERS, AS A WHOLE, REPRESENT IN EXCESS OF 97% OF THE OUTSTANDING SHARES OF CEMEX, S.A.B. DE C.V.
2. APPOINTMENT OF SPECIAL DELEGATES.
3. READING AND APPROVAL OF THE MINUTES OF THE MEETING.

The Holders of the Non-Redeemable Ordinary Participation Certificates “CEMEX.CPO” are hereby informed that the access cards for the Meeting shall be delivered upon presentation of the corresponding deposit certificate issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., and, if applicable, with the special lists referred to in the Mexican Securities Market Law (Ley del Mercado de Valores). The corresponding access cards shall be requested and picked-up during business days at the offices of the Common Representative Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte, División Fiduciaria, with offices located at Avenida Revolución number 3000 Sur, Colonia Primavera, 4° floor, in the city of Monterrey, Nuevo Leon, Mexico, no later than 13:00 hours, on November 7 (seven), 2011.

Monterrey, Nuevo León, as of October 3, 2011.

BANCO MERCANTIL DEL NORTE, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE
GRUPO FINANCIERO BANORTE (DIVISIÓN FIDUCIARIA)
COMMON REPRESENTATIVE FOR THE HOLDERS

Lic. Celina Elizabeth Treviño Lozano
Trustee Delegate

Lic. Karla Mayela Flores Castillo
Trustee Delegate

Why is this CPO Holders' Meeting being called?
The primary purpose of calling this CPO Holders' Meeting is to provide CPO Holders the opportunity to vote to adopt a resolution to amend the CPO Trust Deed. Under the proposed amendment to the CPO Trust Deed, any resolutions adopted at CEMEX’s shareholders' meetings that modify CEMEX’s capital stock or increase the number of CEMEX's shares are also deemed to be adopted by CPO Holders without the need to call a separate CPO Holders' meeting.

What is the rationale for the proposed amendment to the CPO Trust Deed?
The rationale for the proposed amendment to the CPO Trust Deed is to avoid the confusion that is often created when a CPO Holders' meeting is called to vote on essentially the same matters that have already been resolved at a CEMEX's shareholders' meeting with respect to modifications to CEMEX’s capital stock or increases in the number of CEMEX's shares, given that CPOs currently represent approximately 97% of the outstanding capital stock of CEMEX. In addition, adoption of the proposed amendment to the CPO Trust Deed would reduce costs associated with having redundant CPO Holders' meetings on matters resolved at CEMEX’s shareholders' meetings.

What would the amendment to the CPO Trust Deed consist of?
Articles 1, 10 and 14 of the CPO Trust Deed would be amended so that modifications to CEMEX’s capital stock or increases in the number of CEMEX's shares resolved at CEMEX’s shareholders' meetings would be deemed to be adopted by CPO Holders without the need to call a separate CPO Holders' meeting, allowing amendments to the CPO Trust Deed to reflect the modifications to CEMEX’s capital stock or increases in the number of CEMEX's shares that are adopted at CEMEX’s shareholders' meetings.

As a CPO Holder, will the amendment affect my right to attend and vote at CEMEX’s shareholders' meetings?
No, as a CPO Holder, your right to attend and vote at CEMEX’s shareholders' meetings will not change if the proposed amendment to the CPO Trust Deed are adopted. Mexican holders of CPOs are entitled to attend CEMEX’s shareholders' meetings for purposes of representing and exercising the voting rights of the Series A shares underlying their CPOs. Non-Mexican holders of CPOs are not entitled to exercise voting rights with respect to the Series A shares underlying their CPOs. At CEMEX’s shareholders' meetings, the Series A shares of non-Mexican holders held in the CPO trust will be voted by the CPO trustee in the same manner as the vote cast by the majority of shareholders that have the right to vote at CEMEX's shareholders' meetings.

All holders of CPOs are entitled to attend CEMEX’s shareholders' meetings for purposes of representing and exercising the voting rights of the Series B shares underlying their CPOs.

As an ADS Holder, will the amendment affect my current right to instruct the ADS depositary to exercise the voting rights corresponding to my ADSs at CEMEX's shareholders' meetings?
No, as an ADS holder, your rights to instruct the ADS depositary to exercise your voting rights for the deposited securities represented by your ADSs at a meeting of CEMEX's shareholders will not change. A holder of ADSs generally has the right to instruct the ADS depositary to exercise his/her voting rights for the deposited securities represented by his/her ADSs. However, CEMEX’s by-laws prohibit non-Mexican nationals from directly holding or voting Series A shares. A holder of ADSs is deemed to be a non-Mexican national and, accordingly, has no right to vote the Series A shares held in the CPO trust.

At any meeting of CEMEX's shareholders, ADS holders have the right to instruct the ADS depositary to exercise their voting rights only in respect of the Series B shares held in the CPO trust. The terms of the CPO trust require the CPO trustee to vote the Series A shares held in the CPO trust in the same manner as the vote cast by the majority of shareholders that have the right to vote at CEMEX's shareholders' meetings.

As an ADS Holder, what rights do I currently have in respect of CPO Holders' meetings?
Whenever CEMEX calls a CPO Holders' meeting, holders of ADSs have the right, as holders of ADSs representing CPOs, to instruct the ADS depositary to vote all the CPOs underlying their ADS according to their instructions.

Where can I get more information about CEMEX’s capital stock?
For complete information about CEMEX’s CPOs, ADSs and common stock, you should visit our website at www.cemex.com and read CEMEX’s public filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.