building a STRONGER foundation - Cemex

Item 7 - Major Shareholders and Related Party Transactions
Major Shareholders
Based upon information contained in a statement on Schedule 13G filed with the SEC on February 8, 2011 as of December 31,
2010, Southeastern Asset Management, Inc., an investment adviser registered under the U.S. Investment Advisers Act of 1940, as
amended, beneficially owned 132,803,723 ADSs and 41,360,476 CPOs, representing a total 1,369,397,706 CPOs or approximately
13.7% of our then outstanding capital stock. Southeastern Asset Management, Inc. does not have voting rights different from our other
non-Mexican holders of CPOs.
Based upon information contained in a statement on Schedule 13G filed with the SEC on February 10, 2011, as of December 31,
2010, Dodge & Cox, an investment adviser registered under the U.S. Investment Advisers Act of 1940, as amended, beneficially
owned 62,402,994 ADSs, representing 624,029,940 CPOs or approximately 6.2% of our then outstanding capital stock. Dodge & Cox
does not have voting rights different from our other non-Mexican holders of CPOs.
Other than Southeastern Asset Management, Inc. and Dodge & Cox and the CPO trust, we are not aware of any person that is
the beneficial owner of five percent or more of any class of our voting securities.
As of March 31, 2011, our outstanding capital stock consisted of 20,845,346,272 Series A shares and 10,422,673,136 Series B
shares, in each case including shares held by our subsidiaries.
As of March 31, 2011, a total of 20,398,270,154 Series A shares and 10,199,135,077 Series B shares were held by the CPO
trust. Each CPO represents two Series A shares and one Series B share. A portion of the CPOs is represented by ADSs. Under the
terms of the CPO trust agreement, non-Mexican holders of CPOs and ADSs have no voting rights with respect to the A shares
underlying those CPOs and ADSs. All ADSs are deemed to be held by non-Mexican nationals. At every shareholders’ meeting, the A
shares held in the CPO trust are voted in accordance with the vote cast by holders of the majority of A shares held by Mexican
nationals and B shares voted at that meeting of shareholders.
As of March 31, 2011, through our subsidiaries, we owned approximately 17 million CPOs, representing approximately 0.2% of
our outstanding CPOs and approximately 0.2% of our outstanding voting stock. These CPOs are voted at the direction of our
management. From time to time, our subsidiaries are active participants in the trading market for our capital stock; as a result, the
levels of our CPO and share ownership by those subsidiaries are likely to fluctuate. Our voting rights over those CPOs are the same as
those of any other CPO holder. As of the same date, we did not hold any CPOs in derivative instruments hedging expected cash flows
of stock options exercises.
Our by-laws, or estatutos sociales, provide that our board of directors must authorize in advance any transfer of voting shares of
our capital stock that would result in any person’s, or group’s acting in concert, becoming a holder of 2% or more of our voting shares.
Mexican securities regulations provide that our majority-owned subsidiaries may neither directly or indirectly invest in our
CPOs nor other securities representing our capital stock. The Mexican securities authority could require any disposition of the CPOs
or of other securities representing our capital stock so owned and/or impose fines on us if it were to determine that the ownership of
our CPOs or of other securities representing our capital stock by our subsidiaries, in most cases, negatively affects the interests of our
shareholders. Notwithstanding the foregoing, the exercise of all rights pertaining to our CPOs or to other securities representing our
capital stock in accordance with the instructions of our subsidiaries does not violate any provisions of our bylaws or the bylaws of our
subsidiaries. The holders of these CPOs or of other securities representing our capital stock are entitled to exercise the same rights
relating to their CPOs or their other securities representing our capital stock, including all voting rights, as any other holder of the
same series.
As of March 1, 2011, we had 101,177 ADS holders of record in the United States, holding approximately 51.9% of our
outstanding CPOs as of such date.
On April 27, 2006, our shareholders approved a stock split, which occurred on July 17, 2006. In connection with the stock split,
each of our existing series A shares was surrendered in exchange for two new series A shares, and each of our existing series B shares
was surrendered in exchange for two new series B shares. Concurrent with this stock split, we authorized the amendment of the CPO
trust agreement pursuant to which our CPOs are issued to provide for the substitution of two new CPOs for each of our existing CPOs,
with each new CPO representing two new series A shares and one new series B share. In connection with the stock split and at our
request, Citibank, N.A., as depositary for the ADSs, distributed one additional ADS for each ADS outstanding as of the record date for
the stock split. The ratio of CPOs to ADSs did not change as a result of the stock split; each ADS represents ten new CPOs following
the stock split and the CPO trust amendment. The proportional equity interest participation of existing shareholders did not change as
a result of the stock split. The financial data set forth in this annual report have been adjusted to give effect to the stock split.
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