building a STRONGER foundation - Cemex

Dividends
At the annual ordinary general shareholders’ meeting, our board of directors submits, for approval by our shareholders, our
financial statements together with a report on them prepared by our board of directors and the statutory auditors. Our shareholders,
once they have approved the financial statements, determine the allocation of our net income, after provision for income taxes, legal
reserve and statutory employee profit sharing payments, for the preceding year. All shares of our capital stock outstanding at the time
a dividend or other distribution is declared are entitled to share equally in that dividend or other distribution.
Liquidation Rights
In the event we are liquidated, the surplus assets remaining after payment of all our creditors will be divided among our
shareholders in proportion to the respective shares held by them. The liquidator may, with the approval of our shareholders, distribute
the surplus assets in kind among our shareholders, sell the surplus assets and divide the proceeds among our shareholders or put the
surplus assets to any other uses agreed to by a majority of our shareholders voting at an extraordinary shareholders’ meeting.
Differences Between Our Corporate Governance Practices and NYSE Standards for Domestic Companies
For a description of significant ways in which our corporate governance practices differ from those required of domestic
companies under NYSE standards, please visit our website at www.cemex.com (under the heading “Investor Center/Corporate
Governance”).
Material Contracts
On March 17, 2006, we registered a Ps5 billion revolving promissory note program (programa dual revolvente de certificados
burstátiles) with the Mexican securities authority. We have subsequently increased the authorized amount under this program. On
March 31, 2010, we received authorization from the Mexican securities authority for a Ps10 billion revolving promissory note
program. For a description of recent activity under this program, see “Item 5 — Operating and Financial Review and Prospects —
Liquidity and Capital Resources — Financing Activities.”
On December 6, 2006, CEMEX España entered into a U.S.$9 billion committed facilities agreement, to partially fund the
acquisition of Rinker. The first facility was a U.S.$3 billion 364-day multicurrency revolving loan denominated in Dollars or Euros
with two optional 6-month extensions. The second facility is a multicurrency three-year U.S.$3 billion term loan denominated in
Dollars or Euros. The third facility is a multicurrency five-year U.S.$3 billion term loan denominated in Dollars or Euros. On
December 21, 2006, the facilities agreement was amended to include new lenders. The first facility was canceled on June 19, 2007,
effective as of June 22, 2007. The facilities agreement was amended and restated on December 19, 2008, to incorporate, among other
things, amendments to the leverage ratios and other technical amendments as well as to extend part of the maturities under the second
facility; the facilities agreement was further amended and restated on January 27, 2009, to extend, re-tranche and re-denominate
commitments under the second facility. On August 14, 2009, the facilities agreement was overridden by the Financing Agreement.
On December 18, 2006, CEMEX, through two special purpose vehicles, issued two tranches of fixed-to-floating rate callable
Perpetual Debentures. C5 Capital (SPV) Limited issued U.S.$350 million in Perpetual Debentures under the first tranche, with the
issuer having the option to redeem the debentures on December 31, 2011 and on each interest payment date thereafter. C10 Capital
(SPV) Limited issued U.S.$900 million in original principal amount of Perpetual Debentures under the second tranche, with the issuer
having the option to redeem the debentures on December 31, 2016 and on each interest payment date thereafter. Both tranches pay
coupons denominated in Dollars at a fixed rate until the call date and at a floating rate thereafter. On February 12, 2007, CEMEX,
through a special purpose vehicle, issued a third tranche of fixed-to-floating rate callable Perpetual Debentures. C8 Capital (SPV)
Limited issued U.S.$750 million in original principal amount of Perpetual Debentures under this third tranche, with the issuer having
the option to redeem the debentures on December 31, 2014 and on each interest payment date thereafter. This third tranche also pays
coupons denominated in Dollars at a fixed rate until the call date and at a floating rate thereafter. On May 9, 2007, CEMEX, through a
special purpose vehicle, issued a fourth tranche of fixed-to-floating rate callable Perpetual Debentures. C10-EUR Capital (SPV)
Limited issued €730 million in original principal amount of Perpetual Debentures under this fourth tranche, with the issuer having the
option to redeem the debentures on June 30, 2017 and on each interest payment date thereafter. This fourth tranche pays coupons
denominated in Euros at a fixed rate until the call date and at a floating rate thereafter. Due to their perpetual nature and optional
deferral of coupons, these transactions, in accordance with MFRS, qualify as equity. On May 22, 2009, we notified the debenture
holders of our decision to exercise our option to defer, by one day, the scheduled interest payments otherwise due and payable on
June 30, 2009. See “Item 5 — Operating and Financial Review and Prospects — Liquidity and Capital Resources — Our Perpetual
Debentures.”
On March 5, 2007, CEMEX Finance Europe B.V., issued €900 million in notes paying a fixed coupon of 4.75% and maturing in
2014. The notes have been listed for trading on the London Stock Exchange’s Professional Securities Market. The notes are
guaranteed by CEMEX España.
152