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In relation to the trustee under the trust (the “CPO Trust”) holding the shares of capital stock underlying Cemex’s Ordinary Participation
Certificates (Certificados de Participación Ordinarios) (“CPOs”), a portion of which are traded on the New York Stock Exchange in the form of American Depositary Shares (“ADSs”), with each ADS representing ten CPOs,
Cemex, S.A.B. de C.V. (“Cemex”) (NYSE: CX) informed the Mexican Stock Exchange (Bolsa Mexicana de Valores) of the following:
Banco Citi
México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria (“Banco Citi México”), in its capacity as trustee of the CPO Trust (trust agreement 111033-9), issuer of the CPOs identified with the ticker symbol “Cemex.CPO”, as successor-in-title of Banco Nacional de
México, S.A., member of Grupo Financiero Banamex, División Fiduciaria (“Banamex”), notified Cemex, S.A.B de C.V., that Banco Citi México informs the investing public that, in connection with the strategic decision of
Citigroup Inc. to exit its Consumer Banking and Corporate Banking businesses in Mexico, on September 24, 2024 the necessary government authorizations were obtained to implement the spin-off of Banamex, by
which a new company was established (the “Spin-Off Company”), to which the assets, liabilities and equity corresponding essentially to the businesses known as Institutional Clients Group and Citi
Global Wealth Management Business (the “Transferred Business”) previously managed by Banamex will be transferred on a temporary basis, (ii) the merger of the Spin-Off Company, as merged company
and which is being extinct, into Banco Citi México, as merging and surviving company, (iii) the spin-off of Grupo Financiero Citibanamex, S.A. de C.V. (“GF Citibanamex”), by which a new
company was established (the “NewCo Citi México”) to which, among other things, all of the shares of Banco Citi México owned by GF Citibanamex were transferred, and (iv) the organization of NewCo Citi México as a
subsidiary holding company under the name Grupo Financiero Citi México, S.A. de C.V. (“GF Citi México”). For its part, GF Citibanamex changed its name to Grupo Financiero Banamex, S.A. de C.V. and other adjustments were made
to the names of the financial entities belonging to both financial groups that were relevant.
The above acts materialized and took effect as of
December 1, 2024 (the “Separation Date”).
As a result of the above, on the Separation Date, Banco Citi México assumed, as successor-in-title to Banamex, all of the rights and obligations of Banamex derived from all contracts, agreements, instruments, titles, operations, relationships, procedures
and other documents related to them, which are within the scope of the Transferred Business, in which the CPO Trust is included.
That is, with effect
from the Separation Date, Banco Citi México assumed, as successor-in-title to Banamex, the role of trustee under the CPO Trust and, therefore, all references in
the CPO Trust and in any other agreements, instruments and documents related thereto (including the securities representing the CPOs) to “Banco Nacional de México, S.A., member of Grupo Financiero Banamex”, “Banamex”,
“Citibanamex” or any other similar expression, shall be understood to refer to “Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México”, and all references to “Grupo
Financiero Citibanamex, S.A. de C.V.”, “Grupo Financiero Banamex” or “Grupo Financiero Citibanamex” shall be understood to refer to “Grupo Financiero Citi México, S.A. de C.V.”.
It is important to note that all terms, rights and obligations under the CPO Trust and other agreements, instruments and documents related thereto (including
the securities representing the CPOs) will remain unchanged, and that the Separation will in no way affect the operation of the CPO Trust or the quality of the financial products and services that Banamex had been providing as trustee to date.
