Ordinary General Shareholders' Meeting

CEMEX, S.A.B. DE C.V.
NOTICE OF
ORDINARY GENERAL SHAREHOLDERS MEETING

The Board of Directors of CEMEX, S.A.B. de C.V. has resolved to call the Company’s Ordinary General Shareholders Meeting to be held at Auditorio Luis Elizondo, located at 540 Luis Elizondo St., Colonia Alta Vista, in the city of Monterrey, Nuevo León, Mexico, at 12:00 P.M. (local time) on February 23, 2012, in accordance with the following:

AGENDA

1. PRESENTATION OF THE REPORT BY THE CHIEF EXECUTIVE OFFICER, INCLUDING THE COMPANY’S FINANCIAL STATEMENTS, REPORT OF CHANGES IN FINANCIAL SITUATION AND VARIATIONS OF CAPITAL STOCK, AND PRESENTATION OF THE REPORT BY THE BOARD OF DIRECTORS, FOR THE FISCAL YEAR 2011, AS REQUIRED BY THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES); AND DISCUSSION AND APPROVAL OF SUCH REPORTS, AFTER HEARING THE OPINION OF THE BOARD OF DIRECTORS AS TO THE REPORTS BY THE CHIEF EXECUTIVE OFFICER AND THE AUDIT AND CORPORATE PRACTICES COMMITTEE, THE REPORT OF ACCOUNTING PRINCIPLES ADOPTED, AND THE REPORT ON THE REVIEW OF THE COMPANY’S TAX SITUATION.
2. RESOLUTION ON ALLOCATION OF PROFITS.
3. PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE COMPANY IN ITS VARIABLE PORTION THROUGH: (A) CAPITALIZATION OF RETAINED EARNINGS; AND (B) ISSUANCE OF TREASURY SHARES IN ORDER TO PRESERVE THE RIGHTS OF CONVERTIBLE NOTE HOLDERS PURSUANT TO THE COMPANY’S ISSUANCES OF CONVERTIBLE NOTES.
4. PROPOSAL TO: (A) EXTEND UP TO 5 YEARS THE CURRENT OPTIONAL STOCK PURCHASE PROGRAM FOR THE COMPANY’S EMPLOYEES, OFFICERS, AND MEMBERS OF THE BOARD OF DIRECTORS; AND (B) INCREASE THE CAPITAL STOCK OF THE COMPANY IN ITS VARIABLE PORTION THROUGH ISSUANCE OF TREASURY SHARES TO BE SUBSCRIBED AND PAID PURSUANT TO THE TERMS AND CONDITIONS OF THE OPTIONAL STOCK PURCHASE PROGRAM, WITHOUT ENTAILING THE PREEMPTIVE RIGHT UNDER ARTICLE 8 OF THE COMPANY’S BY-LAWS.
5. APPOINTMENT OF DIRECTORS, MEMBERS AND PRESIDENT OF THE AUDIT, CORPORATE PRACTICES AND FINANCE COMMITTEES.
6. COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE AUDIT, CORPORATE PRACTICES AND FINANCE COMMITTEES.
7. APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.

In order to be admitted into the Meeting, shareholders must prove their status by submitting to the offices of the Company Secretary, located at Avenida Ricardo Margáin Zozaya, No. 325, Colonia Valle del Campestre, San Pedro Garza García municipality, Nuevo León, México with a minimum of 48 (forty-eight) hours before the Meeting, the shares under their name or the corresponding certificates of deposit issued by a credit institution in Mexico or by a market intermediary operating in accordance with the Mexican Securities Market Law. Additionally, in accordance with Article 14 of the Company’s By-Laws, the person to whom the documents evidencing the deposit were issued, must also be registered as a shareholder in the Registry maintained by the Company, and if applicable, in the Significant Participation Registry, and must also comply with the measures designed to prevent the acquisition of shares that would directly or indirectly confer control over the Company, pursuant to Articles 7 and 10 of the Company’s By-Laws. If the provisions of subsections II.- (A) and II.- (B) of the abovementioned Article 7 are not complied with, the Holder(s) will not be able to exercise the inherent rights of their shares, and will be excluded from the shareholders’ meeting quorum determination. The Company will not register such Holders in the Shareholders Registry referred to in the Mexican General Law of Commercial Companies (Ley General de Sociedades Mercantiles), and the registry made through the Institute for the Deposit of Securities (Instituto para el Depósito de Valores), if applicable, will not take effect.

The certificates of deposit will be exchanged for admission cards, which shall state the name of the shareholder and the number of shares he/she holds or represents. The shares held in deposit or the respective certificates will be returned upon the Meeting’s conclusion in exchange for the entrance certificates issued by the Company Secretary. The abovementioned admission cards are required for access to the shareholders meeting.

Stock market intermediaries and other interested parties may collect the proxy forms to be used to attend the Meeting on behalf of shareholders, at the Office of the Company Secretary, located at Avenida Ricardo Margáin Zozaya, No. 325, Colonia Valle del Campestre, San Pedro Garza García, Nuevo León, México.

All Mexican shareholders who have not exchanged their shares for Ordinary Participation Certificates (Certificados de Participación Ordinarios) (CEMEX.CPO), or who do not maintain their shares in an investment account with a financial or stock intermediary, and who are recorded in the Shareholders Registry maintained by the Company, will need to submit their Federal Registry of Taxpayers Certificate to attend the Meeting.

Monterrey, N. L. as of January 26, 2012

Lic. Ramiro Villarreal Morales.
Secretary of the Board of Directors

What is being proposed under item I of the Agenda?

The discussion and approval of the reports for the period ended on December 31, 2011 that the CEO must submit to shareholders after they are informed of the reports of our Board of Director committees, the report of the activities of the Board of Directors, the Board of Director’s opinion of the report presented by the CEO as well as the accounting policies and tax compliance reports, that we are required to present in accordance with applicable Mexican Securities Market Laws, Tax Laws and as established in our By-Laws. This proposal is standard at these meetings.

What is being proposed under item II of the Agenda?

The approval of the application of the results for the period ended December 31, 2011. This proposal is also standard at these meetings.

What is being proposed under item III of the Agenda?

To increase the variable portion of our capital stock through a recapitalization of retained earnings, and the issuance of treasury shares as required by terms and conditions of our outstanding convertible notes. First, as no dividend is being declared for the 2011 fiscal year, our shareholders will be asked to approve a recapitalization of retained earnings, whereby shareholders will receive new shares of our capital stock resulting from the increase in our capital stock. As background, in the annual shareholders’ meetings held in 2009, 2010 and 2011, shareholders approved the recapitalization of retained earnings. Please visit our website at http://www.cemex.com/InvestorCenter/CapitalizationProgram.aspx for historic information on the capitalization program. Second, as a result of the capitalization, treasury shares are required to be issued under the terms of our outstanding convertible notes (no new convertible notes are being issued), in order to preserve the rights of the convertible notes holder. At our annual shareholders’ meeting held in February 2011, shareholders approved the issuance of treasury shares related to our then outstanding convertible notes.

What is being proposed under item IV of the Agenda?

Two things: First, the extension up to 5 years (2018) of our stock program that forms part of the variable compensation paid to senior managers and that also may be offered for purchase to members of our board of directors; Second, to increase the capital stock of the company in its variable portion through the issuance of treasury shares pursuant to of the stock purchase program without triggering the preemptive rights that would otherwise be applicable under article 8 of our By-Laws. Information about the compensation of our directors and senior management for the year ended December 31, 2010 is included in our 2010 annual report on Form 20-F filed with the SEC, and additional information about compensation paid under our stock purchase program for the year ended December 31, 2011 will be made publicly available on February 2, 2012 as part of our 2011 consolidated fourth quarter results. At our annual shareholder’s meeting held in February 2011, it was resolved to extend the stock purchase program until December 31, 2013. We are now proposing to extend this program until December 31, 2018.

What is being proposed under items V, VI and VII of the Agenda?

During the meeting, shareholders will be presented with the names of the persons being proposed to be appointed as members of our board of directors as well as the names of the persons to be proposed as members and president of our audit, corporate practices and finance committees. The compensation for members of our board of directors and audit, corporate practices and finance committees will also be proposed to the shareholders for their authorization. What is being proposed is standard in these meetings.

Where can I get more information about CEMEX’s Annual Shareholder’s Meeting?

You should visit our website at www.cemex.com.