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building a STRONGER foundation - Cemex

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You may view our code of ethics in the corporate governance section of our website (www.cemex.com), or you may request a<br />

copy of our code of ethics, at no cost, by writing to or telephoning us as follows:<br />

CEMEX, S.A.B. de C.V.<br />

Avenida Ricardo Margáin Zozaya #325<br />

Colonia Valle del Campestre<br />

Garza García, Nuevo León, México 66265.<br />

Attn: Luis Hernández<br />

Telephone: (011-5281) 8888-8888<br />

Item 16C - Principal Accountant Fees and Services<br />

Audit Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us approximately Ps228 million in<br />

fiscal year 2010 in connection with the professional services rendered for the audit of our annual financial statements and services<br />

normally provided by them relating to statutory and regulatory filings or engagements. In fiscal year 2009, KPMG Cárdenas Dosal,<br />

S.C. in Mexico and KPMG firms worldwide billed us approximately Ps205 million for these services.<br />

Audit-Related Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide billed us approximately Ps33 million<br />

in fiscal year 2010 for assurance and related services reasonably related to the performance of our audit. In fiscal year 2009, KPMG<br />

Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us approximately Ps66 million for audit-related services.<br />

Tax Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide charged us approximately Ps24 million in fiscal<br />

year 2010 for tax compliance, tax advice and tax planning. KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide billed<br />

us approximately Ps11 million for tax-related services in fiscal year 2009.<br />

All Other Fees: KPMG Cárdenas Dosal, S.C. in Mexico and KPMG firms worldwide billed us Ps21 million in fiscal year 2010<br />

for products and services other than those comprising audit fees, audit-related fees and tax fees. In fiscal year 2009, KPMG Cárdenas<br />

Dosal, S.C. in Mexico and KPMG firms worldwide charged us approximately Ps10 million for products and services in this category.<br />

These fees relate mainly to services provided by KPMG to us with respect to our due diligence activities around the world.<br />

Audit Committee Pre-Approval Policies and Procedures<br />

Our audit committee is responsible, among other things, for the appointment, compensation and oversight of our external<br />

auditors. To assure the independence of our independent auditors, our audit committee pre-approves annually a catalog of specific<br />

audit and non-audit services in the categories Audit Services, Audit-Related Services, Tax-Related Services, and Other Services that<br />

may be performed by our auditors, as well as the budgeted fee levels for each of these categories. All other permitted services must<br />

receive a specific approval from our audit committee. Our external auditor periodically provides a report to our audit committee in<br />

order for our audit committee to review the services that our external auditor is providing, as well as the status and cost of those<br />

services.<br />

During 2010, there were no services provided to us by our external auditors that were performed pursuant to the de minimis<br />

exception.<br />

Item 16D - Exemptions from the Listing Standards for Audit Committees<br />

Not applicable.<br />

Item 16E - Purchases of Equity Securities by the Issuer and Affiliated Purchasers<br />

In connection with our 2006 annual shareholders’ meetings held April 26, 2007, our shareholders approved stock repurchase<br />

programs in an amount of up to Ps6.0 billion (nominal amount) implemented between April 2006 and April 2008. No shares were<br />

purchased under these programs.<br />

In connection with our 2007 shareholders’ meeting held on April 24, 2008, our shareholders approved a stock repurchase<br />

program in an amount of up to Ps6.0 billion (nominal amount) to be implemented between April 2008 and April 2009. No shares were<br />

repurchased under this program.<br />

In connection with our 2008, 2009 and 2010 shareholders’ meetings held on April 23, 2009, April 29, 2010, and February 24,<br />

2011, respectively, no stock repurchase programs were submitted for the approval of our shareholders.<br />

Item 16F - Change in Registrant’s Certifying Accountant<br />

Not applicable.<br />

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