Bylaws - Corporate Governance

By-laws

You may access our complete amended and restated by-laws by clicking here.

General

CEMEX, S.A.B. de C.V. is an operating and holding company engaged, directly or indirectly, through operating subsidiaries, primarily in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates, clinker and other construction materials throughout the world. We are a global cement manufacturer, with operations in Mexico, the United States, Europe, South America, Central America, the Caribbean, Asia, Middle East and Africa. We plan to continue focusing on our core business, the production and sale of cement, ready-mix concrete and aggregates, and the vertical integration of these businesses, leveraging our global presence and extensive operations worldwide.

CEMEX, S.A.B. de C.V.’s complete corporate purpose can be found in article 2 of CEMEX, S.A.B. de C.V.’s by-laws. CEMEX, S.A.B. de C.V.’s corporate purpose includes, but is not limited to, the manufacture, sale, distribution, transportation, import, export and the industrial and commercial use of cement, ready-mix concrete, aggregates and, in general, any type of building materials. We may also undertake all legal acts which are beneficial, accessory, necessary or convenient to effectively achieve our corporate purpose, including, but not limited to, the acquisition, sale, management, lease or sublease of property, transactions involving negotiable instruments, and guaranteeing obligations of third parties.

CEMEX, S.A.B. de C.V.’s corporate seat is in Monterrey, Nuevo León.

CEMEX, S.A.B. de C.V. has two series of common stock, the series A common stock, with no par value, or A shares, which can only be owned by Mexican nationals, and the series B common stock, with no par value, or the B shares, which can be owned by both Mexican and non-Mexican nationals. CEMEX, S.A.B. de C.V.’s by-laws state that the A shares may not be held by non-Mexican persons, groups, units or associations that are foreign or have participation by foreign governments or their agencies. CEMEX, S.A.B. de C.V.’s by-laws also state that the A shares shall at all times account for a minimum of 64% of our total outstanding voting stock. Other than as described herein, holders of the A shares and the B shares have the same rights and obligations.

History

Pursuant to the requirements of Mexican corporation law, CEMEX, S.A.B. de C.V.’s articles of association and by-laws, or estatutos sociales, were registered with the Mercantile Section of the Public Register of Property and Commerce in Monterrey, Mexico, under entry number 21, since June 11, 1920.

CEMEX, S.A.B. de C.V.’s initial corporate name was CEMENTOS PORTLAND MONTERREY, S.A. On January 20, 1931, we changed our corporate name to CEMENTOS MEXICANOS, S.A., and on April 28, 1988, we changed it again to CEMEX, S.A.

On April 28, 1994, we changed from a fixed capital corporation to a variable capital corporation in accordance with Mexican corporation law and effected a three-for-one split of all our outstanding capital stock. As a result, we changed our corporate name from CEMEX, S.A. to CEMEX, S.A. de C.V., established a fixed capital account and a variable capital account and issued one share of variable capital stock of the same series for each eight shares of fixed capital stock held by any shareholder, after giving effect to the stock split.

At an Extraordinary General Shareholders Meeting held on April 27, 2006, CEMEX, S.A.B. de C.V.’s shareholders approved certain amendments to our by-laws in order to comply with certain provisions under applicable Mexican securities law. As a result, among others, we changed our corporate name from CEMEX, S.A. de C.V. to CEMEX, S.A.B. de C.V., which means that we are now a publicly traded company (Sociedad Anónima Bursátil de Capital Variable or S.A.B. de C.V.).

At an Extraordinary General Shareholders Meeting held on March 20, 2014, CEMEX, S.A.B. de C.V.’s shareholders approved, among other items, the board of directors’ proposal to expand our corporate purpose, so that, aside from being a holding company, we can undertake operating activities related to the production and commercialization of cement, ready-mix concrete and aggregates.

At an Extraordinary General Shareholders Meeting held on March 26, 2015, CEMEX, S.A.B. de C.V.’s shareholders approved, a proposal to amend CEMEX, S.A.B. de C.V.’s by-laws in order to extend CEMEX, S.A.B. de C.V.’s corporate existence for an indefinite period, adopt an electronic system established and managed by the Mexican Ministry of Economy (Secretaría de Economía) for the issuance of notices for shareholders meetings and other legal matters, remove a redundancy in certain minority rights, adopt additional provisions that CEMEX, S.A.B. de C.V.’s Board of Directors shall consider in order to authorize purchases of shares, and adopt provisions to improve CEMEX, S.A.B. de C.V.’s corporate governance with respect to the presidency at shareholders meetings and corresponding corporate bodies.

At an Extraordinary General Shareholders Meeting held on March 28, 2019, CEMEX, S.A.B. de C.V.’s shareholders approved, a proposal to amend articles 2 and 28 of CEMEX, S.A.B. de C.V.’s by-laws which includes, among other things, expansion of our corporate purpose. This amendment is currently being registered pursuant to the requirements of applicable Mexican law

All amendments to CEMEX, S.A.B. de C.V.’s by-laws have been registered pursuant to the requirements of applicable Mexican law.

For a summary of the main provisions of our by-laws see our annual report on Form 20-F filed before the United States Securities and Exchange Commission.

Our commitment to deliver value to our stockholders rests on a clear recognition that, as a public company, we are stewards of other people’s money. They invest with us to achieve superior long-term returns at acceptable risk. We have never—and will never—lose sight of that fact.

We are committed to abide by the laws and regulations of every jurisdiction in which we operate. Our shares are listed on the Mexican Stock Exchange and on the New York Stock Exchange ("NYSE"), and as such, we adhere to all applicable Mexican regulations and NYSE and U.S. Securities and Exchange Commission requirements for foreign issuers, including the Sarbanes-Oxley Act of 2002.

Nonetheless, we recognize that our strict adherence to the law is not enough to run a growing, global organization. Beyond compliance, our commitment—to ourselves, our investors, and to all of our stakeholders—is to manage CEMEX with integrity. Everything we do rests on this foundation.

Our financial culture and management style are open and transparent. Through our regular meetings, reports, guidance, conference calls, and personal interactions, we vigorously work to keep our investors fully and fairly informed of our activities and to ensure our financial disclosure meets the highest ethical standards.

While our board of directors is ultimately responsible for supervising the overall operation of our company, all of our employees play a critical role in enforcing good governance and financial reporting practices. We, therefore, encourage them to comment on our reporting methods and processes and to voice any concerns.

We know that to succeed we must not just do the right things, but do them the right way. Hence, our code of ethics works to ensure that all of our employees abide by the same high standards of conduct in their daily interactions. The code governs our relationships with all of our stakeholders, including such important areas as workplace safety, environmental responsibility, confidentiality, conflicts of interest, financial controls, and preservation of assets.

Finally, we firmly believe that, as managers of a public company, our economic interests should always be aligned with those of our shareholders. Thus, we have adopted stock-based compensation plans that ensure that our managers acquire and retain over time an ownership interest in CEMEX.

We have established governance and management practices that are consistent with our relentless commitment to creating long-term stockholder value. These practices are part of the reason that we have grown from a regional Mexico-based company to a global industry player. They are part of the reason that we are regularly one of the most profitable of our global industry peers. And they are a part of the reason that we are well-positioned for an even more productive future.

Questions?

You may find answers to our most frequently asked questions in our FAQ's page. If your question is unanswered, please contact the investor relations team at the location of your convenience.

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