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 Shareholder’s
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 1’342,400 (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 1’392,693 (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 2,345’625,266 (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 |