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On March 25, 2022, CEMEX, S.A.B. de C.V. (NYSE:CX) (CEMEX or the Company) informed the Mexican Stock Exchange (Bolsa Mexicana
de Valores) about the resolutions adopted at CEMEXs Ordinary General Shareholders meeting that was held on March 24, 2022.
The following
is an unofficial English translation of the information that was provided to the Mexican Stock Exchange. In the event of any discrepancy between the English translation and the Spanish version of the information provided to the Mexican Stock
Exchange, the Spanish version shall prevail:
Summary of the resolutions adopted at the Ordinary General Shareholders Meeting held pursuant to
article 181 of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles) being represented 42,733584,756 (forty-two billion, seven hundred thirty-three million, five hundred eighty-four thousand, seven hundred
fifty-six) shares of the 43,706031,360 (forty-three billion, seven hundred six million, thirty-one thousand, three hundred sixty) shares with voting rights that constitute the capital stock which
represents of 97.775% (ninety-seven point seven hundred seventy-five thousandths percent) of the outstanding share capital.
In relation to the First
Item on the Agenda, by majority vote in favor and with the opposing vote of 11280,293 (eleven million, two hundred eighty thousand, two hundred ninety-three) shares, the following Agreement was made:
FIRST: The following is approved:
a) The Chief Executive
Officers Report regarding the Companys performance during fiscal year 2021, the Companys individual and consolidated Financial Statements of Financial Position, Income (Loss) Statements, Cash Flows Statements and Changes in
Stockholders Equity Statements, for fiscal year 2021, together with their complementary notes; the Board of Directors Report on the transactions and activities in which it intervened during fiscal year 2021; the Annual Report on the
activities of the Audit, Corporate Practices and Finance, and Sustainability Committees; the Report containing the main Accounting Policies and Guidelines criteria followed in the preparation of the financial information, as well as the Report on
the review of the Companys Tax Situation; and
b) The ratification of all the acts and actions carried out by the Chief Executive Officer, the Board
of Directors and the Audit, Corporate Practices and Finance, and Sustainability Committees.
In relation to the Second Item on the Agenda, by
majority vote in favor and with the opposing vote of 3259,803 (three million, two hundred fifty-nine thousand, eight hundred three) shares, the following Agreement was made:
SECOND: The allocation of profits for the fiscal year ended December 31, 2021 was approved in the following terms:
(figures in constant millions of Mexican pesos as of December 31, 2021)
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|
|
|
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Initial retained earnings: |
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$ |
33,782 |
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Restitution of retained earnings |
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$ |
|
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2020 dividends: |
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$ |
|
|
Earnings for the year ended December 31, 2021: |
|
$ |
15,184 |
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|
|
|
|
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Retained earnings remainder: |
|
$ |
48,966 |
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In relation to the Third Item on the Agenda, by majority vote in favor and with the opposing vote of
5570,111 (five million, five hundred seventy thousand, one hundred eleven) shares, the following Agreement was made:
THIRD: 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 2022, 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 Companys 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.