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The CEMEX Buy As You Earn Plan

(BAYE)

CEMEX BAYE

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Welcome

CEMEX supports the principle of wider share ownership amongst all of its colleagues and so to help you acquire shares in a tax efficient way, we’ve introduced a Buy As You Earn Plan (BAYE). The BAYE allows colleagues to buy shares (known as ‘Partnership Shares’) using the deductions made from your salary.

As the shares you buy have to be held in the BAYE for five years from the date of their respective purchase date before they can be withdrawn free of income tax and National Insurance Contributions (“NICs”), the BAYE should be considered as a medium to long term investment. You’ll also need to consider the risks associated with holding shares as their value will fluctuate from the moment you purchase them.

This booklet provides full details about the BAYE and how to join. It is recommended that you read all of the information, including the Partnership Shares Agreement (“the Agreement”) and Financial Services Compensation Scheme (FSCS) Information Sheet (both found at www.ybsshareplans.co.uk/cemex) before deciding whether or not you want to participate.

To simplify the administration of the CEMEX BAYE, the CEMEX BAYE has been established by CEMEX Investments Limited in the UK and the Shares are ADSs in CEMEX S.A.B de C.V. Yorkshire Building Society acts as Trustee for CEMEX Investments Limited. YBS Share Plans (which is part of Yorkshire Building Society) will act as administrator. If you have any questions you’d like to ask about the BAYE you can call YBS Share Plans on 0345 1 200 300 – they’ll be happy to help. Lines are open 9.00am until 5.00pm Monday to Friday (excluding Public Holidays in England and Wales).

CEMEX BAYE

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What is a BAYE?The BAYE is an all employee tax-

advantaged share plan recognised by Her Majesty’s Revenue and Customs

(“HMRC”). The BAYE provides all eligible colleagues with an opportunity

to purchase shares in CEMEX in a potentially tax efficient manner as

shares are purchased using pre-tax salary (i.e. before any income tax and

NICs have been deducted).

Who can participate?

All UK employees of CEMEX with at least 6 month’s

continuous service are eligible to join the BAYE.

CEMEX BAYE

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Buy Partnership SharesThe BAYE gives you the chance to buy CEMEX shares on a monthly basis throughout the year, using the deductions you choose to make from your pre-tax salary.

Payroll will forward your salary deductions to YBS Share Plans, a part of Yorkshire Building Soceity (YBS) who will buy shares for you on or around the 5th of each month (but in any event no more than 30 days from the date on which your BAYE contribution is deducted from your salary). The shares you buy are called ‘Partnership Shares’. The Shares purchased under the CEMEX BAYE are in the form of American Depositary Shares (“ADSs”) representing Shares in CEMEX S.A.B de C.V., the Mexican holding company of the CEMEX group. The ADSs are traded on the New York Stock Exchange. These ADSs are bought for you on the New York Stock Exchange by YBS and will be held in the BAYE Trust until you request to withdraw them or you leave the employment of CEMEX.

Withdraw SharesYou’ll need to keep your Partnership Shares in the BAYE for five years from the date of purchase before you can withdraw them without having to pay any income tax and NICs. If you leave CEMEX before that time you’ll have to withdraw your shares from the BAYE at the earliest opportunity and may have to pay some income tax and NICs on any shares that haven’t been held for five years or more; this will depend on your reason for leaving the company.

How does the BAYE work?Some things to consider The tax advantages offered by the BAYE

mean you should consider any purchase of shares under the BAYE as a medium to long term investment.

As you won’t pay income tax or NICs on the salary you contribute to buy shares, this may affect your entitlement to, or the level of, a range of contribution-based and earnings-based benefits. Please refer to ‘What if I claim benefits?’ in the ‘Additional Information’ section for more details.

Like any investment there are risks associated with holding shares. The value of shares can go down as well as up, so you may not get back the full amount you invest.

CEMEX BAYE

5A bit more about Partnership Shares

What’s the maximum I can contribute to the BAYE?You can contribute any amount (in whole pounds) from £5 to £150 per month (from your pre-tax salary), subject to a maximum contribution of £1,800 in each tax year (or 10% of your taxable pay if this is lower). For Example: If your pre-tax basic salary is £12,000 per year, then the maximum amount you could contribute to buy Partnership Shares would be £1,200 (£12,000 x 10%) in each tax year.

Lump sum paymentsYou can make lump sum payments totalling £1,800 in each tax year (if your gross salary is £18,000 per annum or

above). You can submit the lump sum amount before the payroll cut of for the purchase which is made the following month.

How many CEMEX shares can I buy with my BAYE deductions?YBS Share Plans will use your deductions to buy CEMEX shares each month at the market price and exchange rate applicable at the time the shares are purchased. All of your pre-tax pay contributions will go towards the purchase of your CEMEX shares. It is not possible to buy part-shares, so any BAYE deductions that have not been used to buy a whole CEMEX share will be added to the next months’ purchase.

For Example:If your monthly deduction was £50 and the price of CEMEX shares on the day of purchase was $6.94 and the US dollar to sterling exchange rate was 0.74, 9 shares would be bought on your behalf. The purchase cost would be £46.26 (i.e. 9 x £5.14) leaving a surplus of £3.74, which would be added to your next contribution and used to buy shares the following month.

CEMEX BAYE

6Illustration - income tax and NICs savings on monthly purchase of Partnership Shares

Monthly contribution from pre-tax salary

Monthly Tax and NICs savings – basic rate taxpayer (20% income tax, 12% NICs)

Monthly Tax and NICs savings – higher rate taxpayer (40% income tax, 2% NICs)

Monthly Tax and NICs savings – additional rate taxpayer (45% income tax, 2% NICs)

Tax and NICs saving per month

Equivalent cost of deduction from net pay

Tax and NICs saving per month

Equivalent cost of deduction from net pay

Tax and NICs saving per month

Equivalent cost of deduction from net pay

£10 £3.20 £6.80 £4.20 £5.80 £4.70 £5.30

£50 £16.00 £34.00 £21.00 £29.00 £23.50 £26.50

£100 £32.00 £68.00 £42.00 £58.00 £47.00 £53.00

£150 £48.00 £102.00 £63.00 £87.00 £70.50 £79.50

The above table is provided for illustration purposes only and based on the rates/bands of income tax and NICs in force at the time of publication (2019/2020 tax year). The amount of income tax and NICs that you pay will depend on your own personal circumstances. Scottish rates/bands of income tax may differ. Please note that whilst you will make these income tax and NICs savings at the time deductions are taken from your salary, you’ll have to pay income tax and NICs if you withdraw any shares or leave the company in certain circumstances within five years of their purchase date.

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Illustration - here’s an example of how Partnership Shares could accumulate if you were saving £50 per month into the BAYE.

Month 1 Month 2 Month 3 Month 4 Month 5

Monthly contribution £50 £50 £50 £50 £50

Total money available to purchase shares £50 £53.74 £53.34 £50.04 £51.26

Example share price $6.94 $6.72 $6.58 $6.77 $7.01

Example exchange rate (US dollar to sterling) 0.74 0.75 0.81 0.80 0.78

Example Sterling share price £5.14 £5.04 £5.33 £5.42 £5.47

Partnership Shares purchased 9 10 10 9 9

Cost of Partnership Shares purchased £46.26 £50.40 £53.30 £48.78 £49.23

Money carried forward following purchase £3.74 £3.34 £0.04 £1.26 £2.22

Total Partnership Shares in Trust 9 19 29 38 47

Share prices used in this table are for illustration purposes only and are not a prediction of future share price performance. Share prices can fall as well as rise and the US dollar to sterling exchange rate can fluctuate.

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The Trust that manages the Plan and holds the shares for you has to manage cash dividends, dividend shares or capitalization shares in a fair way so that the each individual benefits proportionately to the shares held in their name. From 2009 to 2017 CEMEX have declared a dividend based on capitalization of retained earnings giving an additional share for every 25 held.

Dividends / Capitalisation program

CEMEX BAYE

9What happens if my circumstances change after I’ve joined?If you leave the company for any of the following reasons:• injury or disability

• redundancy

• retirement (by agreement with the company)

• a transfer to another company to which the 2006 TUPE Regulations apply

• change of Control or other circumstances ending the Associated Company status of the Company by which I am employed

• death in service

All your shares must be withdrawn from the BAYE at the earliest opportunity but you won’t have any income tax or NICs to pay regardless of how long the shares have been held.

If you leave the company for any of the following reasons: • Resignation, dismissal, or fixed term

contract with the company comes to an end

All your shares must be withdrawn from the BAYE at the earliest opportunity but you’ll have to pay income tax and NICs on any Partnership that haven’t been held for at least five years from their respective purchase date at the date of leaving.

Regardless of your reason for leaving, any deductions from pay which haven’t yet been used to buy Partnership Shares, will be returned to you but income tax and NICs will be deducted from these monies.

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I can’t afford the deductions anymore?You can change or cease your monthly deductions at any time. Provided your request is received before the payroll deadline for that month, it will come into effect in the month the request is received; otherwise the change will take place in the following month.

You also have the option to withdraw shares from the BAYE but remember you’ll have income tax and NICs to pay on any Partnership Shares you haven’t held for at least five years.

If you stop making contributions and / or withdraw your shares you can re-join the BAYE at any time whilst you remain employed by CEMEX.

CEMEX BAYE

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The table below summarises the income tax and NICs treatment of BAYE shares if you withdraw any shares from the BAYE whilst still employed by CEMEX or leave through resignation, dismissal or your fixed term contract ending.

Partnership Shares

Income tax and NICs on withdrawal within 3 years of purchase

Payable on market value of the Partnership Shares on the leaving date or share price on the date they are withdrawn if still employed.

Income tax and NICs on withdrawal between 3 and 5 years

Payable on the lower of: (i) the amount of salary used to buy the Partnership Shares; and (ii) the market value of the Partnership Shares on the date of leaving or the date they are withdrawn from the BAYE if still employed.

Income tax and NICs on withdrawal five or more years after purchase / award

None.

Share withdrawals and tax treatment

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Partnership Shares

Income tax and NICs on withdrawal regardless of how long shares have been held

None (but income tax and NICs may be payable on any salary deductions not yet used to buy Partnership Shares).

Share withdrawals and tax treatment Continued

The below table summarises the income tax and NICs treatment of BAYE shares if you leave the company due to injury, ill health or disability, redundancy, retirement, death in service, a transfer to another company to which the 2006

TUPE Regulations apply, or a change of Control or other circumstances ending the Associated Company status of the Company by which you are employed.

CEMEX BAYE

12What about Capital Gains Tax?You won’t have to pay Capital Gains Tax (CGT) on any increase in value of your shares whilst they remain within the BAYE Trust and if you sell your shares directly from the Trust, whilst still employed, you won’t pay any CGT when you sell them either. You may however have CGT to pay if you sell your shares on leaving the Company or if you withdraw them from the BAYE, hold them for a while and then sell them at a later date.

Each person has an annual CGT allowance (currently £12,000 for the 2019/20 tax year), which means the first £12,000 of capital gains (i.e. profit) you make in each tax year is exempt from CGT. Only the amount of profit exceeding the annual allowance will be liable to CGT. You can find further information about CGT on the HM Revenue and Customs website at https://www.gov.uk/capital-gains-tax/overview.

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If you’re eligible you can join the BAYE at any time. Please read this information booklet, together with the Partnership Shares Agreement and the FSCS Information Sheet (found at www.ybsshareplans.co.uk/cemex)before deciding whether or not you would like to join. You’ll be asked to confirm your acceptance of the Partnership Shares Agreement and acknowledge receipt of the FSCS Information Sheet when making your application.

You can apply to join online 24 hours a day.

You’ll need some information from your personal invite to complete your application, so please make sure you have this to hand before you get started.

All applications received up to the last working day in any month will be processed through payroll for a first deduction from salary in the following month and your first purchase will take place the month after that.

Interested…here’s how to join ?

Online: www.ybsshareplans.co.uk/cemex

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This information booklet is a summary of the BAYE and not a definitive guide. Full details are contained in the Rules of the BAYE which can be inspected on application to the Company Secretary. Whilst every effort has been made to ensure the accuracy of this booklet, if there is any doubt or conflict between its contents and the Rules of the BAYE and the applicable legislation, the Rules of the BAYE and applicable legislation take precedence.

Nothing in this booklet or any other document shall be regarded as advice to purchase any shares. CEMEX and YBS Share Plans cannot, and do not, provide any advice as to whether

or not you should participate in the BAYE. If you are in any doubt as to the course of action you should take, you should consult an independent financial adviser.

The guidance on taxation in this booklet is based on current legislation and HMRC practice. CEMEX and YBS Share Plans cannot accept any responsibility for changes to current legislation or practice. The amount of tax that you might pay will depend on your personal circumstances. If you are unsure whether the BAYE has any tax consequences for you, you should seek the advice of an independent qualified advisor.

Statutory Notices

CEMEX BAYE

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YBS Share Plans is part of Yorkshire Building Society.YBS Share Plans, Yorkshire House, Yorkshire Drive, Bradford, BD5 8LJ.

Tel: 0345 1 200 300 • Fax: 01274 357 950 • ybsshareplans.co.ukYorkshire Building Society provides share plan trustee and administration services, including deposit taking, all of which are subject to English law, with deposit taking being regulated by the Financial Conduct Authority. The provision of share plan trustee and administration services is not regulated by the Financial Conduct Authority. We are not responsible for share plan deposits held by local savings carriers outside the UK.

Yorkshire Building Society is a member of the Building Societies Association and is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Yorkshire Building Society is entered in the Financial Services Register and its registration number is 106085. Head Office: Yorkshire House, Yorkshire Drive, Bradford, BD5 8LJ.

The Financial Services Compensation Scheme (FSCS) Important Information about compensation arrangements

Your eligible deposits with Yorkshire Building Society are protected up to a total of £85,000 by the Financial Services Compensation Scheme, the UK’s deposit guarantee scheme.

This limit is applied to the total of any deposits you have with the following: Yorkshire Building Society, Chelsea Building Society, Norwich & Peterborough Building Society and Egg. Offset deposits through our subsidiary Accord Mortgages Limited are held by Yorkshire Building Society on behalf of Accord. Any total deposits you hold above the £85,000 limit between these brands are unlikely to be covered. For further information please refer to the enclosed CEMEX Partnership Shares Agreement.

Any Questions

If there’s any further questions you’d like to ask about the BAYE after reading this information booklet you can call the plan administrator YBS Share Plans on 0345 1 200 300 – they’ll be happy to help.

Lines are open 9.00am until 5.00pm Monday to Friday (excluding Public Holidays in England and Wales).

All communications with Yorkshire Building Society may be monitored/recorded to improve the quality of their service and for your protection and security. Calls to 03 numbers are charged at the same standard network rate as 01 or 02 landline numbers, even when calling from a mobile.

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Additional Information

The following questions and answers cover some of the more

commonly asked questions relating to participation in the BAYE. If you

have any additional questions, please call the YBS Share Plans Helpline who’ll be happy to help.

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What are Partnership?They are all Ordinary Shares in CEMEX. The name ‘Partnership Share’ simply relates to the rules that apply to the acquisition/award and disposal of these shares by employees under the BAYE. The Shares purchased under the CEMEX BAYE are in the form of American Depositary Shares (“ADSs”) representing Shares in CEMEX S.A.B de C.V., the Mexican holding company of the CEMEX group. The ADSs are traded on the New York Stock Exchange.

What happens if the share price goes down after shares have been purchased?If the shares fall in value then the value of your overall investment in the BAYE will also fall. Any investment in the BAYE is a risk. Even though there could be significant tax advantages (provided you retain your shares in the BAYE for long enough), there is no guarantee that the value you’ll get back from the BAYE will be equal to or greater than what you put in.

How will I know how many Partnership are purchased / awarded to me?You’ll receive a summary statement each year from YBS Share Plans confirming the number of each type of share you hold in the BAYE.

How do I stop/restart or cancel my monthly contributions to the BAYE?You can stop, restart, cancel or change the amount of your monthly contributions at any time by contacting the company payroll. Provided your request is received before the payroll deadline for that month, it will come into effect in the month the request is received; otherwise the change will take place in the following month.

Additional Information Continued

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When can I withdraw my shares from the BAYE?

If you’re still employed

You can take your Partnership Shares out of the BAYE at any time.You’ll normally have income tax and NICs to pay on any Partnership Shares you withdraw from the BAYE within five years of their original purchase / award date but you won’t have to pay income tax or NICs on any shares you withdraw from the BAYE that have been held for five years or more.

Leavers

If you leave CEMEX you’ll have to withdraw all your Partnership Shares from the BAYE at the earliest opportunity. Depending on your reason for leaving, you may have to pay income tax and NICs for those shares which have been in the BAYE for less than five years. Any money which has not yet been used to buy shares will be returned to you after the deduction of income tax and NICs.

If you’ve been notified by Cemex that you’re subject to share dealing rules, you must comply with the requirements imposed by the Company and, if applicable, seek clearance before proceeding with any transaction. All staff are subject to the law regarding market abuse e.g. dealing when in possession of inside information.

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Do I have to withdraw my shares from the BAYE after five years?No, you can leave your shares in the BAYE for as long as you want whilst you remain employed by CEMEX. Any increase in the value of your shares whilst they remain within the BAYE will not be subject to Capital Gains Tax.

How do I withdraw my shares from the BAYE?Whilst you remain employed by CEMEX, you’ll need to complete a ‘BAYE Release Form’, which is available from www.ybsshareplans.co.uk/cemex or by calling the YBS Share Plans Helpline. You’ll need to return the completed form to YBS Share Plans.

If you leave the employment of CEMEX, YBS Share Plans will write to you confirming the choices available and any action you need to take, as soon as they’ve received confirmation of your leaver details from CEMEX.

Can I sell my BAYE shares or transfer them into my own name?If you leave the company or want to withdraw some shares whilst still employed by CEMEX you can ask the Trustees to either sell them on your behalf or have the shares transferred into your own name. Once the shares are transferred into your own name you can hold onto them for as long as you like, sell them using a broker of your choosing or transfer them into a Stock and Shares ISA within 90 days of withdrawing them for the BAYE.

Will I have to pay any administration costs?CEMEX will pay all costs associated with the monthly purchase. The only costs you’ll need to pay are when you come to withdraw shares from the BAYE. A share dealing commission is payable on the sale of shares from the Trust and an administration fee is payable if you withdraw your shares and request a share certificate.

These charges are subject to change and will be confirmed by YBS Share Plans when you request to withdraw shares.

CEMEX BAYE

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How do I pay any income tax or NICs that I owe if I withdraw any shares from the BAYE? If the Trustee sells shares on your behalf, any income tax and NICs will be deducted via PAYE from the proceeds of sale before they are paid to you by the company payroll. If you’ve left the company however you’ll receive the net proceeds directly from the Trustees. If you request shares to be transferred into your name, sufficient shares will be sold to meet any income tax and NICs that may be due, unless you have provided the Trustee with sufficient funds (in advance) to pay these amounts.

What if CEMEX is taken over?Special rules apply in these circumstances. If this happens, you’ll be advised of the choices available to you and any action you need to take by the Trustee.

Can the BAYE be changed or terminated?Subject to legislation and the Plan Rules, some features of the BAYE can be changed in relation to future purchases and awards. Similarly CEMEX can terminate the BAYE at any time. If either of these events occurs the Trustee will write to you confirming how this will affect you and any action you may need to take.

CEMEX BAYE

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The detailed rules and trust arrangements are set out in the Trust Deed and Rules of the BAYE which can be inspected on application to the Company Secretary.

What if I claim benefits?As you won’t be paying income tax or NICs on the salary you contribute to buy Partnership Shares, this may affect your entitlement to, or the level of, a range of contribution-based and earnings-based benefits. It may also have a similar effect on some contribution-based and earnings-based benefits paid to your spouse or civil partner. This effect is particularly significant if your earnings are brought below the lower earnings limit for National Insurance purposes (£118 per week for tax year 2019/2020).

If you think you may be affected, you must read the explanatory booklet IR177. You can view this document at the HM Revenue and Customs (HMRC) website: https://www.gov.uk/government/publications/share-incentive-plans-and-your-entitlement-to-benefits-ir177.

You can get a copy of this booklet from any HMRC office or the Department for Work and Pensions. You can also seek advice from the Citizens Advice Bureau. The BAYE may have an effect on Statutory Maternity Pay and Statutory Sick Pay. You should take all the information you have been given into account in deciding whether or not to buy Partnership Shares.

CEMEX BAYE