FOURTH: The following is approved:
a) To set the amount of U.S.$500,000,000.00 (five hundred million dollars of the United States of America 00/100) or its equivalent in Mexican pesos, as the
maximum amount of resources that during fiscal year 2021, and until the next Annual Ordinary Shareholders Meeting is held, CEMEX, S.A.B. de C.V. may use for the acquisition of its own shares or securities that represent such shares.
b) Authorize the Company´s Board of Directors to determine the bases on which the acquisition and placement of said shares shall be instructed, designate
the persons that shall make the decisions to acquire or place them, appoint those responsible for carrying out the transaction and giving the corresponding notices to the authorities. The Board of Directors and/or attorneys-in-fact or delegates appointed at the time, or the persons responsible for such transactions, shall determine in each case, whether the purchase shall be carried out with a charge to
stockholders equity as long as the shares belong to the Company, or charged to the share capital, in case it is resolved to convert them into unsubscribed shares to be kept in treasury.
In relation to the Fifth Item on the Agenda, by majority vote in favor and with the opposing vote of 1342,400 (one million, three hundred forty-two thousand, four hundred) shares, the following Agreement was made:
FIFTH: The following is approved:
The decrease of the variable part of CEMEX, S.A.B. de C.V.´s share capital, in the amount of MXN$3,150,021.51 (three million one hundred and fifty
thousand twenty-one Mexican pesos 51/100), through the cancellation of 1,134,484,680 (one billion one hundred thirty-four million four hundred eighty-four thousand six hundred eighty) ordinary nominative
treasury shares without par-value, of which 756,323,120 (seven hundred fifty-six million three hundred twenty-three thousand one hundred twenty) are Series A shares and
378,161,560 (three hundred seventy-eight million one hundred sixty-one thousand five hundred sixty) are Series B shares, which were acquired through the repurchase program in fiscal year 2020. The decrease in
share capital is made at a theoretical value of MXN$0.00277661 per share.
In relation to the Fifth Item on the Agenda, by majority vote in favor
and with the opposing vote of 1392,693 (one million, three hundred ninety-two thousand, six hundred ninety-three) shares, the following Agreement was made:
SIXTH: The following is approved:
The decrease of the
variable part of CEMEX, S.A.B. de C.V.´s share capital, in the amount of MXN$9,466,882.27 (nine million four hundred sixty-six thousand eight hundred eighty-two
Mexican pesos 27/100), through the cancelation of 3,409,510,974 (three billion four hundred nine million five hundred ten thousand nine hundred seventy-four) ordinary nominative treasury shares without
par-value, of which 2,273,007,316 (two billion two hundred seventy-three million seven thousand three hundred sixteen) are Series A shares and 1,136,503,658 (one billion one hundred thirty-six million five hundred three thousand six hundred fifty-eight) are Series B shares, the entirety of which were authorized to support any new issuance of convertible securities and/or to be subscribed and
paid for in a public offering or private subscription, in Mexico or abroad. The decrease in share capital is made at a theoretical value of MXN$0.00277661 per share.
In relation to the Sixth Item on the Agenda, by majority vote in favor and with the opposing vote of 2,345625,266 (two billion, three hundred
forty-five million, six hundred twenty-five thousand, two hundred sixty-six) shares, the following Agreement was made:
SEVENTH: The following is approved:
(a)
Appointing the following persons as members of CEMEX, S.A.B. de C.V.´s Board of Directors:
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MR. ROGELIO ZAMBRANO LOZANO
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Non-Independent Director
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(Criteria: Relevant Director of the Company)
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MR. FERNANDO ÁNGEL GONZÁLEZ OLIVIERI
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Non-Independent Director
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(Criteria: Relevant Officer of the Company)
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MR. MARCELO ZAMBRANO LOZANO
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Non-Independent Director
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(Criteria: First Degree blood relative of the Chairman of the Board of Directors.)
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MR. IAN CHRISTIAN ARMSTRONG ZAMBRANO
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Non-Independent Director
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(Criteria: Fourth Degree blood relative of the Chairman of the Board of Directors.)
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MR. TOMÁS MILMO SANTOS
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Non-Independent Director
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(Criteria: Fourth Degree blood relative of the Chairman of the Board of Directors)
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MR. ARMANDO J. GARCÍA SEGOVIA
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Independent Director
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