ex3.htm

Exhibit 3

SUPPLEMENTAL INFORMATION TO THE AGENDA FOR THE (I) ORDINARY AND (II) EXTRAORDINARY SHAREHOLDERS MEETINGS

Why are there two shareholders meetings?

Under Mexican law, certain matters can only be approved at an Ordinary Shareholders Meeting and other matters, such as the ones described in more detail further below, at an Extraordinary Shareholders Meeting. On March 26, 2015, CEMEX, S.A.B. de C.V. (“CEMEX”) will first have its Annual Ordinary Shareholders Meeting and will then have an Extraordinary Shareholders Meeting.

What is being proposed under item I of the agenda for the Ordinary Shareholders Meeting?

The discussion and approval of the reports for the year ended on December 31, 2014, which include CEMEX’s financial statements, report of changes in financial situation and variations of capital stock, that the CEO must submit to shareholders after they are informed of the reports of our Board of Director committees, the report of the activities of the Board of Directors, the Board of Director’s opinion on the report presented by the CEO, as well as the accounting policies and tax compliance reports, as required in accordance with applicable Mexican Securities Market Laws, Tax Laws and our by-laws. This proposal is standard at these meetings.

What is being proposed under item II of the agenda for the Ordinary Shareholders Meeting?

The approval of the application of profits for the year ended December 31, 2014. This proposal is also standard at these meetings.

What is being proposed under item III of the agenda for the Ordinary Shareholders Meeting?

The approval of (i) an increase in the variable portion of our capital stock through a recapitalization of retained earnings and (ii) the issuance of additional shares to be held in treasury, as required under our currently outstanding convertible notes. First, as no dividend is being declared for the 2014 fiscal year, our shareholders will be asked to approve a recapitalization of retained earnings, whereby shareholders will receive new shares of our capital stock resulting from the increase in our capital stock. As background, at the Annual Shareholders Meetings held in 2009, 2010, 2011, 2012, 2013 and 2014, shareholders approved a similar recapitalization of retained earnings. Please visit our website at http://www.cemex.com/InvestorCenter/CapitalizationProgram.aspx for information on the 2014 capitalization program. Second, as a result of the capitalization, and as required by the anti-dilution provisions of our currently outstanding convertible notes, additional shares will be issued to be held in treasury pending delivery upon conversion of our currently outstanding convertible notes. This item of the agenda does not contemplate any new issuance of convertible notes. At our Annual Shareholders Meetings held in 2011, 2012, 2013 and 2014, shareholders approved a similar proposal for the issuance of additional shares to be held in treasury related to our then outstanding convertible notes.

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What is being proposed under items IV, V, and VI of the agenda for the Ordinary Shareholders Meeting?

The approval of (i) the individuals proposed to be appointed as members of our Board of Directors, (ii) the individuals proposed to be appointed the Presidents and members of our Audit Committee, Corporate Practices Committee and Finance Committee, (iii) the proposal for the compensation of members of our Board of Directors and Audit Committee, Corporate Practices Committee and Finance Committee, and (iv) the proposal to appoint the delegate or delegates to formalize the approved resolutions. These proposals are standard at these meetings.

What is being proposed under item I of the agenda for the Extraordinary Shareholders Meeting?

The approval of a proposal to amend our by-laws in order to: (i) extend CEMEX’s corporate existence for an indefinite period; (ii) adopt an electronic system established and managed by the Mexican Ministry of Economy (Secretaría de Economía) for the issuance of notices for shareholders meetings and other legal matters; (iii) remove a redundancy in certain minority rights; (iv) adopt additional provisions that our board of directors shall consider in order to authorize purchases of shares; and (v) adopt provisions to improve CEMEX’S corporate governance with respect to the presidency at shareholders meetings and corresponding corporate bodies. If the foregoing proposal is approved, the granting of authorization to prepare the corresponding amendment and restatement of our by-laws in order to reflect the approved changes and to exchange and cancel the share certificates that represent CEMEX’s currently outstanding capital stock.

What is being proposed under item II of the agenda for the Extraordinary Shareholders Meeting?

The approval of the delegate or delegates to formalize the approved resolutions. This proposal is standard at these meetings.

Where can I get more information about CEMEX’s Ordinary and Extraordinary Shareholders Meetings?

For more information you should visit our website at www.cemex.com.