The following information pertains to ADS holders. CPO holders should click here for dividend information (information available only in Spanish).

At the 2007 Annual Shareholders Meeting of CEMEX, S.A.B de C.V. held on April 24, 2008, its shareholders approved the proposal to increase the capital stock of CEMEX in its variable portion through capitalization charged against retained earnings. This increase in capital will be used to pay a stock dividend per ADS of US$0.835 worth of additional ADSs (US$0.0835 per CPO multiplied by 10, as each ADS represents 10 CPOs) at a 20% discount to market price of the underlying CPOs.

ADS holders who do not wish to receive the ADS stock dividend will be given the opportunity to instruct Citibank, N.A., as Depositary under the Depositary Agreement for the ADSs, to sell all or a portion of the ADSs to be issued to them as part of the ADS Stock Dividend into the market and to distribute the net cash proceeds from such sales to the applicable ADS holders. It is expected that sales made pursuant to this ADS sale option will be made shortly following payment of the ADS stock dividend, with the net proceeds being distributed to ADS holders promptly thereafter.

The last day to acquire ADSs with dividend rights is May 5, 2008. We expect distribution of the ADS stock dividend to take place on or about June 5, 2008.

The ADS stock dividend and the ADS sale option are explained below. Please note that one ADS equals ten of CEMEX's CPOs, which are traded on the Mexican Stock Exchange.

Receive the ADS stock dividend at a 20% discount from market prices

The number of ADSs that each ADS holder will receive is calculated by multiplying the Mexican peso equivalent of US$0.835 (using the US dollar / Mexican peso exchange rate determined by the Banco de México for transactions on May 29, 2008) by the number of ADSs that the ADS holder owns as of the record date for the ADS stock dividend, and divided such product by the ADS reference value (1). The ADS reference value is an amount equal to ten times the volume weighted average trading price of the CPO on the Mexican Stock Exchange on May 29, 2008 (because each ADS represents 10 CPOs), minus a 20% discount. ADS holders will not receive fractional ADSs; any fractional ADS entitlements will be paid in U.S. dollars.

For example, if an ADS holder owns 1,000 ADSs and the volume weighted average price of CEMEX CPO on May 29, 2008, is MXN 30, the ADS reference value is MXN 240 (MXN 30 multiplied by ten, minus 20%). Assuming the USD/MXN exchange rate determined for May 29, 2008 is US$1 / MXN 11, the ADS holder would receive 38 additional ADSs (1,000 ADSs x 0.835 x 11 = 9,185; 9,185/ MXN 240 =38.2708), plus the US dollar equivalent of MXN 65.00 in cash for the fractional ADSs (MXN 240 x 0.2708) at the USD/MXN exchange rate in effect at the time of payment.

The value of the ADS stock dividend that the ADS holder in the above example would receive is MXN 11,465.00 (38 ADSs at MXN 300.00 per ADS, plus MXN 65.00 in cash).

ADS Sale Option

At the request of the Company, Citibank, N.A., as Depositary under the Depositary Agreement for the ADSs, will extend to ADS holders the opportunity to instruct Citibank to sell, in open market transactions, all or a portion of the additional ADSs to be issued to them as part of the ADS Stock Dividend and to distribute the net cash proceeds from the sale of the ADSs so designated to be sold to the applicable ADS holders (the "ADS Sale Option"). Only ADSs to be issued to ADS holders as part of the ADS Stock Dividend may be sold pursuant to the ADS Sale Option. ADS holders who hold an ADS registered in their name on the records of Citibank and who wish to exercise the ADS Sale Option must complete an ADS Sale Option Form which will be sent by Citibank. ADS holders who hold their ADSs through a brokerage or custodian account and who wish to exercise the ADS Sale Option will need to instruct the broker or custodian who holds the ADSs for the ADS Owner to elect to exercise the ADS Sale Option. Decisions to exercise the ADS Sale Option are final and will not be revocable once delivered to Citibank.

Please note that the price at which the ADSs will be sold for ADS holders who validly exercise the ADS Sale Option is subject to market conditions. Citibank intends to sell the ADSs for which the ADS Sale Option is exercised on the New York Stock Exchange ("NYSE") promptly after the receipt of the ADS Stock Dividend. Fluctuations of the ADS price on the NYSE will affect the net proceeds that will be distributed to ADS holders who validly elected the ADS Sale Option. The ADSs trade on the NYSE under ticker symbol "CX."

⁽¹⁾ Subject to confirmation at CEMEX Board Meeting scheduled for May 29, 2008.

The receipt of the ADS Stock Dividend will not be subject to any Mexican dividend withholding tax. For U.S. federal income tax purposes, an individual or corporate resident of the United States (or any other person or entity subject to U.S. federal income tax on a net income basis) (a "U.S. Holder") who receives the ADS Stock Dividend will be required to include in its income for U.S. federal income tax purposes the fair market value of the ADSs received, calculated as of the date of the distribution, plus the amount of any cash received in lieu of fractional interests.

A U.S. Holder's basis for the distributed ADSs will equal the fair market value of the ADSs received and such U.S. Holder's holding period for such ADSs will commence on the day following the date of distribution. A U.S. Holder who exercises the ADS Sale Option will recognize gain or loss, as the case may be, with respect to these newly acquired ADSs equal to the difference between the amount realized on the sale of such ADSs and the basis of such distributed ADSs.

References to "MXN" are to Mexican pesos.
References to "USD" or "US$" are to U.S. dollars.