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

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 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 March 25 (twenty-five), 2011 (two thousand eleven) at 10:00 (ten) hours, to resolve with respect to the matters contained in the following:

AGENDA FOR THE MEETING

1. PRESENTATION, DISCUSSION AND APPROVAL, IF ANY, OF A PROPOSAL TO AMEND CLAUSE FIRST OF THE INDENTURE GOVERNING THE NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATES NAMED “CEMEX.CPO” AND TO INCREASE THE NUMBER OF “CEMEX.CPO”s TO BE SUBSCRIBED AT A LATER DATE AS A RESULT OF THE CONVERSION OF NOTES ISSUED BY CEMEX, S.A.B. DE C.V., ALL OF THE FOREGOING TO COMPLY WITH THE RESOLUTIONS ADOPTED BY THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF CEMEX, S.A.B. DE C.V. HELD ON FEBRUARY 24, 2011.
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, S.A. de C.V., Institución para el Depósito de Valores 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, 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, March 18 (eighteen), 2011.

Monterrey, Nuevo León, México, AS OF February 24, 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

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

Item I. Presentation, discussion and approval, if any, of a proposal to amend clause first of the indenture governing the Non-Redeemable Ordinary Participation Certificates named “CEMEX.CPO” and to increase the number of “CEMEX.CPO”s to be subscribed at a later date as a result of the conversion of notes issued by CEMEX, S.A.B. de C.V., all of the foregoing to comply with the resolutions adopted by the Extraordinary General Shareholders Meeting of CEMEX, S.A.B. de C.V. held on February 24, 2011.

• CEMEX, S.A.B. de C.V. (the “Company”) held its Extraordinary General Shareholders’ Meeting on February 24, 2011. At this meeting, shareholders approved to increase the capital stock of the Company in its variable portion, and to issue notes convertible into shares; approving the issuance of up to 6 billion unsubscribed ordinary shares which shall be kept in the Company's treasury, to be subscribed at a later time by public investors by means of a public offering, in accordance with article 53 of the Mexican Securities Market Law (Ley del Mercado de Valores), and/or upon conversion of the notes issued in accordance with Article 210 Bis of the General Law of Negotiable Instruments and Credit Operations (Ley General de Títulos y Operaciones de Crédito), in both cases, the preemptive rights of current shareholders shall not be applicable.
  
  These 6 billion ubsubscribed ordinary shares will be represented by 2 billion Ordinary Participation Certificates (“CEMEX.CPO”), equivalent to 200 million ADSs.
  
  Each CEMEX.CPO represents two series A shares and one series B share. The CEMEX.CPO is the equity security that trades on the Mexican Stock Exchange. One ADS represents ten CEMEX CPOs.
• As per Clause 1 of the indenture that governs the CEMEX.CPOs, when a General Shareholders Meeting of CEMEX, S.A.B. de C.V. authorizes an equity issuance, it is necessary to convene a General Meeting of Holders of CEMEX.CPOs to increase the total number of CPOs that can be issued in order to reflect the resolutions that were adopted at the General Shareholders Meeting.
• In this case, the proposal is to modify Clause 1 of the indenture governing the CEMEX.CPOs to increase the maximum amount of CEMEX.CPOs that can be issued by 2 billion (equivalent to 200 million ADSs) to comply with the resolution adopted by the Extraordinary Shareholders Meeting of the Company on February 24, 2011, as explained above. With this proposal, the remaining terms of the indenture remain unmodified and the corporate and economic rights of CEMEX.CPO holders will not be altered or modified in any way.

Item 2. Appointment of special delegates.

• If approved, the following delegates will be appointed to formalize, either jointly or separately, before a notary public, the resolutions adopted at the meeting: Celina Elizabeth Treviño Lozano, María de los Ángeles Montemayor Garza, Elva Nelly Wing Treviño, and René Delgadillo Galván.

Item 3. Reading and approval of the minutes at the meeting.

• The Minutes of the meeting will be read and approved.