Ordinary and Extraordinary General Shareholders Meetings

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., Col. Alta Vista, in the city of Monterrey, Mexico, at 12:00 P.M. on March 21, 2013, 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 2012, 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 CURRENT NOTE HOLDERS PURSUANT TO THE COMPANY’S ISSUANCE OF CONVERTIBLE NOTES PRIOR.
4. APPOINTMENT OF DIRECTORS, MEMBERS AND PRESIDENT OF THE AUDIT, CORPORATE PRACTICES AND FINANCE COMMITTEES.
5. COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE AUDIT, CORPORATE PRACTICES AND FINANCE COMMITTEE.
6. 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, Col. Valle del Campestre, San Pedro Garza García municipality, Nuevo León, 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 Corporate 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 mention 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 Ave. Ricardo Margáin Zozaya, No. 325, Col. Valle del Campestre, San Pedro Garza García, Nuevo León.

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 31, 2013

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

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

The Board of Directors of CEMEX, S.A.B. de C.V. has resolved to call the Company’s General Extraordinary Shareholders Meeting to be held at Auditorio Luis Elizondo, located at 540 Luis Elizondo St., Col. Alta Vista, in the city of Monterrey, Mexico, at 12:45 (twelve forty five) P.M. on March 21 (twenty one), 2013 (two thousand and thirteen), in accordance with the following:

AGENDA

1. RESOLUTION ON THE PROPOSAL BY THE BOARD OF DIRECTORS TO ISSUE CONVERTIBLE NOTES PURSUANT TO ARTICLE 210 BIS OF THE MEXICAN GENERAL LAW OF CREDIT INSTRUMENTS AND OPERATIONS (LEY GENERAL DE TÍTULOS Y OPERACIONES DE CRÉDITO), WHICH WOULD BE PLACED THROUGH (A) A TENDER AND EXCHANGE OFFER FOR THE CONVERTIBLE NOTES CURRENTLY OUTSTANDING ISSUED BY THE COMPANY THAT WERE OFFERED OUTSIDE OF MEXICO ON MARCH 2010 (DUE 2015), MARCH 2011 (DUE 2016) AND MARCH 2011 (DUE 2018) AND/OR, IF APPLICABLE (B) THEIR PLACEMENT AMONG PUBLIC INVESTORS, USING THE PROCEEDS TO PAY AND CANCEL THE CORRESPONDING CURRENTLY OUTSTANDING CONVERTIBLE NOTES.
   
   THE PROPOSAL INCLUDES THE AUTHORIZATION TO MAKE USE OF ALL OR PART OF THE SHARES CURRENTLY HELD IN TREASURY UNDERLYING THE CONVERSION RIGHTS OF THE CURRENTLY OUTSTANDING CONVERTIBLE NOTES, AS THESE ARE SUBSTITUTED OR REDEEMED, WITH THE PURPOSE OF HOLDING THE SHARES IN TREASURY AND USING THEM TO ENSURE THE CONVERSION OF THE NEW CONVERTIBLE NOTES, UNDER ARTICLE 210 BIS OF THE MEXICAN GENERAL LAW OF CREDIT INSTRUMENTS AND OPERATIONS, WITHOUT THE NEED TO INCREASE THE CAPITAL STOCK NOR ISSUE ADDITIONAL COMMON SHARES.
2. APPOINTMENT OF THE DELEGATE OR DELEGATES TO FORMALIZE THE APPROVED RESOLUTIONS.

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, Col. Valle del Campestre, San Pedro Garza García municipality, Nuevo León, 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 Corporate 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 mention 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 Ave. Ricardo Margáin Zozaya, No. 325, Col. Valle del Campestre, San Pedro Garza García, Nuevo León.

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 31, 2013

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

Why are there two shareholders meetings?

Under Mexican law, certain matters can only be approved at an Ordinary Shareholders Meeting and other matters, as the one described in more detail further below, at an Extraordinary Shareholders Meeting. On March 21st, 2013, CEMEX will first have its Annual Ordinary Shareholders Meeting and will then have an Extraordinary Shareholders Meeting.

What is being proposed under item I of the agenda for the Ordinary Shareholders Meeting?

The discussion and approval of the reports for the period ended on December 31, 2012, which include CEMEX’s financial statements, report of changes in financial situation and variations of capital stock, 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 for the Ordinary Shareholders Meeting?

The approval of the application of the results for the period ended December 31, 2012. This proposal is also standard at these meetings.

What is being proposed under item III of the agenda for the Ordinary Shareholders Meeting?

The approval of (i) an increase the variable portion of our capital stock through a recapitalization of retained earnings and (ii) the issuance of additional shares to be held in treasury, as required under our currently outstanding convertible notes. First, as no dividend is being declared for the 2012 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, at the Annual Shareholders Meetings held in each of 2009, 2010, 2011 and 2012, shareholders approved a similar recapitalization of retained earnings. Please visit our website at http://www.cemex.com/InvestorCenter/CapitalizationProgram.aspx for information on this capitalization program. Second, as a result of the capitalization, and as required by the anti-dilution provision of our currently outstanding convertible notes, additional shares will be issued to be held in treasury pending delivery upon conversion of our currently outstanding convertible notes. This item of the agenda does not contemplate any new issuance of convertible notes. At our Annual Shareholders Meetings held in 2011 and 2012, shareholders approved a similar proposal for the issuance of additional shares to be held in treasury related to our then outstanding convertible notes.

What is being proposed under items IV, V, and VI of the agenda for the Ordinary Shareholders Meeting?

The approval of (i) the persons being proposed to be appointed as members of our Board of Directors, (ii) the persons being proposed to be appointed the Presidents and members of our Audit Committee, Corporate Practices Committee and Finance Committee, (iii) the proposal for the compensation of members of our Board of Directors and Audit Committee, Corporate Practices Committee and Finance Committee, and (iv) the proposal to appoint the delegate or delegates to formalize the approved resolutions . These proposals are standard at these meetings.

What is being proposed under item I of the agenda for the Extraordinary Shareholders Meeting?

Although CEMEX has no current intent to do so, in order to be prepared for opportunities that may arise in the market in the future, as shareholders’ approval is required under applicable Mexican laws and in case CEMEX decides during 2013 or beyond, the issuance of new convertible notes for the purpose of (i) making a tender and exchange offer pursuant to which holders of the currently outstanding convertible notes issued in 2010 (due in 2015) and/or issued in 2011 (due in 2016 and 2018) would receive new convertible notes in exchange for the convertible notes they current hold, and/or (ii) using the proceeds to redeem all or any part of the currently outstanding convertible notes issued in 2010 (due in 2015) and/or issued in 2011 (due in 2016 and 2018), will be proposed.

The proposal also provides that if any new convertibles notes for the above purposes are issued, that all or any part of the shares currently held in treasury that underlie the currently outstanding convertible notes issued in 2010 (due in 2015) and issued in 2011 (due in 2016 and 2018) would kept in treasury and would be re-allocated to ensure the conversion rights of any new convertibles notes that are issued. In no case under this item of the agenda for the Extraordinary Shareholders Meeting is it being proposed that the capital stock of CEMEX be increased or that new additional shares be issued.

What is being proposed under item II of the agenda for the Extraordinary Shareholders Meeting?

The approval of the delegate or delegates to formalize the approved resolutions. This proposal is standard at these meetings.

Where can I get more information about CEMEX’s Ordinary and Extraordinary Shareholders Meetings?

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