EX-4.15

Record Reference

Number of Securities

Record Reference

Number of Securities

EX-4.15 11 d159066dex415.htm EX-4.15 EX-4.15

Exhibit 4.15

nihil prius fide

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EUROPE

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NOTARIES

Antonio Pérez-Coca Crespo

NOTARY

Francisco Aguilar Gonzalez

Jose L. Lopez de [ILLEGIBLE] y Gallardo

Antonio Pérez-Coca Crespo

NOTARIES

Monte Esquinza, 6, Ground Level

28010 Madrid

Tel: 91 4183280

Fax: 91 3199046

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[seal: ANTONIO PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

[initials]

CL1825040

[seal: ANTONIO PÉREZ-COCA CRESPO

Notary

C/ Monte Esquinza, 6

28010 Madrid

Tel: 91 418 32 80 Fax: 91 319 90 46]

PUBLIC RECORD DEED OF THE SHARE PLEDGE EXTENSION AGREEMENT EXECUTED BY AND BETWEEN, AMONG OTHERS, “CEMEX, S.A.B., DE C.V.”, “NEW SUNWARD HOLDING B.V.” AND “WILMINGTON TRUST (LONDON) LIMITED”.

NUMBER THREE THOUSAND SEVEN HUNDRED NINETY-FOUR.

Madrid, my address on the twenty-ninth of July two thousand fifteen.

Before me, ANTONIO PÉREZ-COCA CRESPO, Notary Public of Madrid and its Distinguished Notarial Association,

APPEAR:

Party of the first part.- MR. JUAN PELEGRI Y GIRÓN, of legal age, Spanish nationality, residing at Calle Hernandez de Tejada, number 1, 28027 Madrid, with National Identification Number 01489996-X.

Party of the other.- MR. JOHN STUART PERCIVAL, of legal age, British nationality, whose business address is Paseo de la Castellana number 110, 28046 Madrid; with Passport number 706161972 and Foreigner Identification Number X-1195970-Q.

And party of the other.- MR. JUAN BOSCO EGUILIOR MONFORT, of legal age, Spanish nationality, residing for these purposes in Madrid at Calle Sauceda number 28, with National Identification Number 51395652-J.

MR. JUAN CARLOS JOSÉ HERRERO GONZÁLEZ, of legal age, Spanish nationality, residing for these purposes in Madrid at Calle Sauceda, number 28, with National Identification Number 30662513V.

ACTING HEREIN:

I.- MR. JUAN PELEGRI Y GIRON, for and on behalf of the following entities:

A) CEMEX, SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE” hereinafter the “Pledgor”, a Mexican entity, with headquarters in the city of Monterrey, N.L. (Mexico), at Avenida Constitución, number 444, Poniente, Zona Centro; with Federal Taxpayer Identification number CEM-880726-UZA. Registered in the Public Registry of Property and Commerce in Monterrey, Nuevo Leon, under e-Commerce folio number 532nd9.

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

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CL1825039

Foreigner Identification Number N4121454E.

They exercise the current powers, as reported conferred on them, by deed executed in San Pedro Garza García, Nuevo León, United Mexican States, the fifth of March two thousand fifteen, before Notary Ignacio Gerardo Martínez González, under number 11,237, duly authenticated with the Apostille of The Hague Convention.

BENEFICIAL OWNERSHIP.- It is excluded in the exceptions provided for in Law 10/2010 of April 28, because it is a publicly traded company.

B) The entity NEW SUNWARD HOLDING B.V., hereinafter the “Pledgor”, a limited liability company duly incorporated under the laws of the Netherlands, with corporate headquarters in Amsterdam, at Claude Debussylaan 26, 1082 MD, Amsterdam, Netherlands, registered in the Holland Registry of Commerce with number 34133556 and Foreigner Identification Number N0032022G.

It is authorized to act by virtue of express power of attorney formalized on the ninth of July two thousand fifteen, -written in two columns in Castilian and in English-, languages which I, the Notary, know, whose signatures are authenticated and inspected before the Notary of Amsterdam, Mr. Kjell Stelling, the twenty-fifth of September two thousand fourteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, in writing signed by the appearing party, which I will maintain in my possession for a period of ten years.

II.- THE OTHER PARTY.-

MR. JUAN PELEGRI Y GIRON, for and on behalf of the entity “CEMEX ESPAÑA, S.A.” (before COMPAÑÍA VALENCIANA DE CEMENTOS PÓRTLAND, S.A.) with address in Madrid at Calle Hernandez de Tejada, 1, herein after the “Company”

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

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CL1825038

The object of the Company consists of:

1. The manufacture, sale, import and export of cement and other building materials and prospecting and mining, except for minerals of national strategic interest.

2. The manufacture, marketing and distribution of all types of sacks and containers or similar articles, of paper or any other material for packing cement and other construction materials.

3. The discretionary public land transport of goods, subject to current legislation on land transport. The activity of freight forwarder, forwarder, information and load distribution center, storage, warehousing and distribution of goods, leasing of vehicles and other complementary transport activities provided for in Article 1.2 of the current Law on Land Transport Management.

4. The production, manufacture, marketing, pumping and sale of ready-mix concrete, mortar, dry mortar, precast concrete, lime, gypsum, ash and slag, and any product related directly or indirectly to materials for construction and public works.

5. The sale, acquisition and transmission for any reason or means of all kinds of urban or rural property, including plots and buildings.

6. The lease or transfer of use and enjoyment for other rights, both active and passive, of all types of urban or rural property, including plots and buildings.

7. The promotion, construction, directly or through contractors, of all kinds of industrial, residential or other buildings.

8. The execution of agricultural, forestry and livestock activities, both in the operating phase as well as marketing or distribution.

9. Subscription, derivative acquisition, holding, use, administration or transfer of negotiable securities and shares, except those activities subject to special legislation.

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

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CL1825037

10. The management of all types of sub-products and/or residues, in its broadest sense, including the collection, road transport, selection, valuation, marketing, treatment, processing into fuel or raw material, and disposal.

11. The activities included in the corporate purpose may be developed by the Company, in whole or in part, indirectly, through the ownership of shares or interests in companies with identical or similar objective.

12. Similarly, the company may assume the single leadership of a group of companies, even though they may have different corporate purposes from the former, including the management and advising of companies in all areas, through, where applicable, the corresponding professionals when so appropriate.

It was incorporated for an indefinite period by public instrument authorized by the Notary of Valencia, Mr. Juan Bautista Roch Contelles on April 30, 1917, adapted to current legislation by deed authorized by the Notary of Valencia, Mr. Antonio Soto Bisquert on July 13, 1990; the articles of incorporation REGISTERED in the Registry of Commerce of the Valencia, volume 122, book 28 of companies, section 3 of corporations, sheet 354, entry 1; as to the adaptation it is registered in the Registry, volume 2,854, book 10, general section, folio sheet-V2533, registration 165. The articles of incorporation were also rewritten through another public instrument authorized by the Notary of Madrid, Mr. Antonio Francés y de Mateo on August 12, 1993, with the consecutive number 6,796, resulting in the 200th registration.

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

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CL1825036

The current address identified above transferred by public instrument authorized by the Notary of Valencia, Mr. Antonio Soto Bisquert on June 29, 1995, with the number 1,489 of his notarial records, and registered in the Registry of Commerce of Madrid, volume 9743 and 9744, section 8, of the Book of Companies, folio 1 and 166, sheet number M-156542, 1st and 2nd registrations.

The name changed to its present, by agreement made by the General Board of Shareholders of the Company at its meeting held on the twenty-fourth of June two thousand and two, in a document placed on record before me, the same day, under number 662 of his notarial records, as the 122nd registration of the registry.

It has TIN: A46004214.

The appearing parties state that the identifying information of the Company and, especially, its corporate purpose and address have not changed from those recorded.

It exercises the powers, in effect at signing, conferred by resolution adopted by the Board of Directors of the Company at its meeting held on the twenty-third of June two thousand and fifteen, in a public deed executed before the Notary of Madrid, Mr. Antonio Perez Coca Crespo, on the ninth of July two thousand and fifteen, under number three thousand three hundred ninety-five in his notarial records.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, on record authorized by the Notary of Madrid, Mr. Antonio Pérez-Coca Crespo, and on the twenty-sixth of February two thousand fifteen, under notarial record number 884, which has not changed since then as asserted by the representative of the Company.

III.- OF THE OTHER.

MR. JOHN STUART PERCIVAL, for and on behalf of:

1) The entity WILMINGTON TRUST (LONDON) LIMITED, incorporated in accordance with the laws of England and Wales, with headquarters at 1 King’s Arms Yard, Third Floor, London EC2R7AF, England. Registered in the Registry of Companies with number 05650152 (hereinafter, “Security Agent”).

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1825035

It is duly authorized to act, by virtue of express power of attorney -written in two columns in Castilian and English-, both languages, I, the Notary know, before the Notary of London Mr. Edward Gardiner, on the fourteenth of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of London, Mr. Edward Gardiner, on the fourteenth of July two thousand fifteen.

2) BANK OF AMERICA NATIONAL ASSOCIATION, banking association entity in existence and incorporated in accordance with the laws of the United States of America, with branch headquarters in England, 2 King Edward Street, London EC1A 1HQ, United Kingdom, acting through its London branch.

It is duly authorized to act, by virtue of express power of attorney -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of London, Mr. Andrew Jonathan Claudet, the twenty-second of July two thousand fifteen, 32/15 and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of London, Mr. Andrew Jonathan Claudet, on the twenty-second of July two thousand fifteen, duly apostilled.

3) BNP PARIBAS, banking association entity in existence and incorporated in accordance with the laws of the France, acting on its own behalf and through its branch in New York, with address at 787 Seventh Avenue, New York 10019, with foreign branch license from the New York Department of Financial Services, and with Spanish tax identification number N-4006016-B.

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1825034

It is duly authorized to act, by virtue of express power of attorney -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of New York, Mr. Aaron Menzi, on the twenty-first of June two thousand fifteen, duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of New York, Mr. Aaron Menzi, on the twenty-first of June two thousand fifteen, duly apostilled.

4) CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, entity incorporated in accordance with the laws of the France, with headquarters in Paris (France), 9 Quai du Président Paul Doumer, and registered in the Registry of Commerce and Companies of Nanterre under number 304187701, acting on its own behalf and through the branch in New York established under the NEW YORK BANKING LAW located at 1301 Avenue of the Americas, New York, NY 10019-6022.

It is duly authorized to act, by virtue of express power of attorney -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of New York, Ms. Yesenia Gómez, on the tenth of July two thousand fifteen, duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of New York, Ms. Yesenia Gómez, on the tenth of July two thousand fifteen, duly apostilled.

5) ING BANK N.V., entity incorporated in accordance with the laws of the Netherlands, with headquarters at Bijilmerplein 888, 1102 MG Amsterdam (Zuidoost –Netherlands), acting through its branch in Dublin. Registered in the Holland Registry of Commerce with number 33031431.

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1825033

It is duly authorized to act, by virtue of express power of attorney on the fourteen of July two thousand fifteen, -written in two columns in Castilian and English-, both languages, I, the Notary, know, whose signatures were authenticated before the Notary of Amsterdam, Mr. Wijnand Hendrik Bossenbroek, on the fifteenth of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of Amsterdam, Mr. Wijnand Hendrik Bossenbroek, duly apostilled.

6) JP MORGAN CHASE BANK, NATIONAL ASSOCIATION, incorporated in accordance with the laws of the United States of America, with headquarters at 1111 Polaris Parkway, Columbus, Ohio 43240 USA.

It is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of New York, Mr. Gerardo Rivera, on the fifteenth of September two thousand fourteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of New York, Mr. Gerardo Rivera, on the fifteen of September two thousand fourteen, duly apostilled.

7)– The entity EXPORT DEVELOPMENT CANADA, incorporated in accordance with the laws of Canada, with headquarters at 150 Slater Street, Ottawa, Ontario K1A 1K3, Canada, and registered with Spanish Identification number N4041277G.

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER

EXCLUSIVELY

FOR NOTARY

DOCUMENTS

[emblem]

CL1825032

It is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of Ottawa, Ontario, Canada, on the sixteenth of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of Ottawa, Ontario, Canada, on the sixteenth of July two thousand fifteen, duly apostilled.

8) The entity INTESA SANPAOLO, S.P.A., incorporated in accordance with the laws of Italy, with tax identification number W-0051962-I.

It is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of New York, Mr. Alessandro Guzzo, on the twenty-second of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of New York, Mr. Alessandro Guzzo, on the twenty-second of July two thousand fifteen, duly authenticated with the apostille of The Hague Convention.

9) The entity QPB HOLDINGS, LTD., incorporated in accordance with the laws of the Cayman Islands, with headquarters at Fleming House, Wickhams Cay, P.O. Box 662, Road Town, Tortola and registered with number WK-264955.

It is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of New York, Ms. Myra R. Cohen, on the seventeenth of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1825031

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of New York, Ms. Myra R. Cohen, on the seventeenth of July two thousand fifteen, duly authenticated with the apostille of The Hague Convention.

10) BAYERISCHE LANDESBANK, entity incorporated in accordance with the laws of Germany, with headquarters at Brienner Str. 18, 80333 Munich, and registered with number HRA 76030 in the Registry of Commerce, with TIN A-0041045F, acting through its branch in New York.

It is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of Munich, Mr. Sebastian Herrler, on the twenty-third of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of Munich, Mr. Sebastian Herrler, on the twenty-third of July two thousand fifteen, duly authenticated with the apostille of The Hague Convention.

11) HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, incorporated under the laws of the United States with place of business at 452 Fifth Avenue, New York, 10018.

It is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of New York, Ms. Jaqueline Planas, on the twenty-first of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER

EXCLUSIVELY

FOR NOTARY

DOCUMENTS

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CL1825030

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of New York, Ms. Jaqueline Planas, on the twenty-first of July two thousand fifteen, duly authenticated with the apostille of The Hague Convention.

12) CITIBANK N.A. a national banking association incorporated in accordance with the laws of the United States of America, with headquarters at 701 E. 60 Street North, Sioux Falls, South Dakota and registered with number 1461 in the Office of the Comptroller of Currency.

It is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of New York, Mr. Howard Miller, on the twenty-seventh of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of New York, Mr. Howard Miller, on the twenty-seventh of July two thousand fifteen, duly authenticated with the apostille of The Hague Convention.

13) BARCLAYS BANK PLC, entity incorporated in accordance with the laws of England and Wales, with address at 1 Churchill Place, Canary Wharf, London E14 5HP, and registered in England with number 1026167, and TIN N0063238J.

It is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of London, Mr. Luis Neil Hyde-Vaamonde, on the twenty-eighth of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1825029

I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of London, Mr. Luis Neil Hyde-Vaamonde, on the twenty-eighth of July two thousand fifteen, duly authenticated with the apostille of The Hague Convention.

14) CREDIT INDUSTRIEL ET COMMERCIAL, entity incorporated in accordance with the laws of France, with headquarters at 6 Avenue de Provence, 75009 Paris, France, acting through its branch in London, registered with number BR 705 in the Registry of Companies in England and Wales.

It is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of London, Ms. Sara Helen Dodd, on the twenty-first of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, as established in the cited power authorized by the Notary of London, Ms. Sara Helen Dodd, on the twenty-first of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

IV.- AND THE OTHER.

MR. JUAN BOSCO EGUILIOR MONFORT and MR. JUAN CARLOS JOSÉ HERRERO GONZÁLEZ, for and on behalf of the Public Limited Company “BANCO BILBAO VIZCAYA ARGENTARIA, S.A.”, hereinafter “the Custodian”, with headquarters in Bilbao, Plaza de San Nicolás, number 4; whose corporate purpose is among others, financial activity, incorporated for an indefinite period, with the name “Banco Bilbao Vizcaya, S.A.” under deed of merger of the banks “Banco de Bilbao, S.A.” and “Banco de Vizcaya, S.A.”, formalized by deed authorized on October 1, 1988, by the Notary of Bilbao, Mr. José María Arriola Arana, with number 4,350 of his notarial records, the Articles of Incorporation adapted to the current Corporations Act, through

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1825028

deed executed by the same Notary Mr. José María Arriola Arana, dated March 22, 1990, with number 808 of his notarial records, and lastly through take-over merger deed, the entity “Banco Bilbao Vizcaya, S.A.” took over the entity “Argentaria, Caja Postal, Banco Hipotecario, S.A.” (taken over and thereby no longer existing), adopting its current name of “BANCO BILBAO VIZCAYA ARGENTARIA, S.A.” through deed executed in Bilbao, on January 25, 2000, before Notary Mr. José María Arriola Arana, with number 149 of his notarial records.- Registered in the Registry of Commerce of Vizcaya, on folio 183, book 1,545, of Section 3 of companies, volume 2,083, page 14, 741, registration 1, as to its incorporation; folio 49, book 1,657, section three of companies, volume 2,227, page BI-17-A, registration 156, regarding the adaptation of its Articles of

Incorporations, and regarding the current merger, under registration 1,035 of the indicated time of the Registry of Commerce of Vizcaya, and it has also been registered in the Registry of Commerce of Madrid, volume 13,554, folio 141, Section 8, page M-21,228, registration 344-M.- TIN A-48/265169.

It is authorized to act herein, by virtue of power of attorney the Company conferred as to the first, before Notary of Bilbao, Mr. José María Arriola Arana, the third of November two thousand three, under number 1,837 of the notarial records, as registration 1,604 of the registration sheet; and, as to the second, before the Notary of Madrid, Mr. Carlos Rives Gracia, on the nineteenth of November two thousand ten, under number 3,503 of the notarial records, as registration 2,547 of the registration sheet.

BENEFICIAL OWNERSHIP.- The representatives state that the entity they represent is included under the exceptions provided for in Law 10/2010, of April 28, since it is a financial institution.

They have in my opinion, under the capacity in which they act, sufficient legal capacity to place ON PUBLIC RECORD THE SHARE PLEDGE EXTENSION AGREEMENT, and thereby

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[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1825027

DECLARE

I.- That on November 8, 2012 the Pledgors, the Company, the Custodian and the Security Agency, among others signed a contract constituting pledges on shares held in the Company which was executed on that date by the Notary of Madrid, Mr. Rafael Monjo Carrió, with number 3,530 of his Registry Book (the “Pledge Agreement”).

II.- That on September 30, 2014, the Pledgors, the Company, the Custodian, the Security Agent, among others, signed a pledge share extension agreement in order to extend the pledges to guarantee the obligations under the credit agreement executed on September 29, 2014 between Cemex S.A.B. de C.V. and a group of creditor banks, Citibank International Limited acting as agent (the “Financing Agreement 2014”).

III.- That on the same date a private novation agreement amending the Financing Agreement 2014 was placed on public record before me, which was signed last July 23, 2015 between Cemex S.A.B. de C.V. and a group of creditor banks, Citibank International Limited acting as agent (“Novation Agreement”).

IV.- That, under the Novation Contract, several terms of the Financing Agreement 2014 have been modified, participation of some of the creditor institutions under the Financing Agreement 2014 has increased and new creditor institutions have entered into the Financing Agreement 2014 that were not originally part thereof, under an accordion feature provided for in the Financing Agreement 2014, the corresponding accordion confirmations (“Accordion Confirmations 2015”).having been formalized.

V.- That, therein, the amending novation private contract of the Intercreditor Agreement was placed on record before me on September 17, 2012 signed by and between Cemex S.A.B. de C.V., the Security Agent and other companies of the CEMEX group.

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[seal: ANTONIO PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1825026

That, in accordance with that Intercreditor Agreement, as it was amended, includes Debt Documents, secured by the Pledge Agreement, the Refinancing Documents, in which are the Financing Agreement 2014, as amended, and the Accordion Confirmations 2015

VI.- That, on that same date, a “Share Pledges Extension Agreement” was signed to ensure the full and timely implementation of present and future obligations of all Debt Documents, including Refinancing Documents, which include the Novation Agreement and Accordion Confirmations 2015, under English law by, among others, NEW SUNWARD HOLDING B.V. and CEMEX, S.A.B., DE C.V., as pledgors, “WILMINGTON TRUST (LONDON) LIMITED, as Security Agent, and Banco Bilbao Vizcaya Argentaría, S.A., as custodian.

The Parties deliver to me, the Notary, for notarizing, the Share Pledges Extension Agreement, written in two columns in Castilian and English, which I, the Notary, know and in folios together with its attachments.

VII.- And that, the parties agreeing to place the Share Pledges Extension Agreement on record do so subject to the following:

CLAUSES:

FIRST.- Placed on record is the SHARE PLEDGES EXTENSION AGREEMENT, to which Expository VI refers, along with each of its attachments, which the appearing parties submit to me in this act, and, which, I, the Notary, attach to this original, thereby becoming an integral part thereof.

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SECOND.- The appearing parties, under the capacity in which they act, solemnly declare that they ratify in full the contents of the Share Pledges Extension Agreement that has been attached to this original.

Notwithstanding that provided for in this deed, the entity WILMINGTON TRUST (LONDON) LIMITED, as Security Agent, and besides itself and on behalf of the Lenders, and in the interests of the entities that in the future may accede to it, RATIFY the full contents of the Share Pledges Extension Agreement, which has been attached to this original.

THIRD.- The Share Pledges Extension Agreement ratified herein and placed on record acquires the status of lawful enforceable title for all purposes under Articles 517.2.4 and related provisions of Law 1/2000 of the Civil Procedure, of January 7 and, the purposes set out in Articles 1,216, 1,924.3 and 1,929 of the Civil Code and in other applicable legal provisions will also become fully effective, which all parties expressly agree and acknowledge.

FOURTH.- Furthermore, the parties expressly agree and acknowledge that any other Lender may accede to the public record of the Share Pledges Extension Agreement that is formalized by this deed. In this case, the parties expressly agree and acknowledge that the Share Pledges Extension Agreement hereby ratified and placed on public record (which acquires in this act, as noted in the above third stipulation, the lawful enforceable title specified in articles 517.2.4 and related provisions of Law 1/2000 of the Civil Procedure, of January 7 and articles 1,216, 1,924.3 and 1,929 of the Civil Code and other applicable legal provisions) will implement, in regards to those Lenders who accede thereto, the legal effects derived from its public record.

FIFTH.- All Parties to the Share Pledges Extension Agreement grant sufficient powers to the Security Agent, under this deed, in order to request second and later copies of this deed (including of a lawful enforceable nature)

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SIXTH.- All expenses originating from this granting will be fulfilled by CEMEX, SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE.

TREATMENT OF DATA.- The appearing parties agree to the inclusion of their data and copies of identification documents in the files of the Notary in order to perform the functions of the notarial activities and execute data communications provided for in the Law of Public Administrations and, where applicable, to the Notary succeeding the current. Rights of access, rectification, cancellation and opposition can be exercised at the authorizing Notary.

They so declare and certify.

And I, the Notary, ATTEST:

a.- Having identified the appearing parties by means of their identifying documents specified in the proceedings, which they showed to me.

b.- That the appearing parties, in my opinion, have the capacity and legal standing to this act.

c.- That the act is legally valid and conforms to the will duly expressed.

d.- Having read this public instrument to the parties, having given prior notice of their right to do so themselves, which they exercised, and which they declare to be fully aware of the contents thereof, and they give their consent, all in accordance with Article 193 of the Notarial Regulations.

e.- That this public instrument is of seventeen folios of Notarized paper, series CK numbers: 6362933 and the following sixteen in consecutive order, I, the Notary, so attest.- The signatures of the appearing parties follow.- Sealed ANTONIO PÉREZ-COCA CRESPO. Initialed. Notary Seal.

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ADHESION AND CERTIFICATION PROCEEDINGS.- I, ANTONIO PÉREZ-COCA CRESPO, Notary of Madrid and its Distinguished Notarial Association, extend the present, to record that on the same day, the twenty-ninth of July two thousand fifteen, appearing before me is:

MR. PEDRO LÓPEZ-QUESADA FERNÁNDEZ-URRUTIA, of legal age, married, with address for these purposes in Madrid, Calle José Ortega y Gasset, Number 29, Edificio Beatriz, with National Identification Number 50812595-Y.

He is ACTING for and on behalf of CITIBANK INTERNATIONAL Public Limited Company, limited company by shares incorporated in Great Britain under the Companies Acts of 1948 to 1967, registered in London (England) with number 1088249 on the twenty-first of December nineteen seventy-two, reregistered as a publically traded company, in accordance with that provided for in Article 43 of the Companies Act of 1985, of March 1, 1993, with headquarters and center of primary activities located in Citigroup Centre, Canada Square, Canary Wharf, London E14 5 LB (United Kingdom of Great Britain and Northern Ireland).

He is duly authorized to act, by virtue of express power of attorney, -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of London, Mr. Richard John Saville, on the eleventh of July two thousand twelve, and duly authenticated with the Apostille in accordance with The Hague Convention.

BENEFICIAL OWNERSHIP.- The representative states that the entity he represents is included in the exception provided for in Law 10/2010 of April 28, because it is a financial institution.

For the purposes stated in Article 98 of Law 24/2001, reformed by Law 24/2005 and in accordance with the Resolution of the General Directorate for Registries and Notaries of September 20, 2006, I hereby certify that due to the position he performs in my opinion, I consider the accredited Power of Attorney sufficient to execute the document object herein, in the terms set forth below.

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He has in my opinion, in the capacity in which he acts, the legal capacity necessary to formalize this proceeding and, for that purpose,

STATES AND ACKNOWLEDGES

That he knows the entire content of the NOVATION AGREEMENT THE SHARE PLEDGE EXTENSION AGREEMENT (FACILITIES AGREEMENT) placed on public record in the deed object herein, and therefore has been NOTIFIED.

TREATMENT OF DATA.- The appearing party agrees to the inclusion of their data and copies of identification documents in the files of the Notary in order to perform the functions of the notarial activities and execute data communications provided for in the Law of Public Administrations and, where applicable, to the Notary succeeding the current. Rights of access, rectification, cancellation and opposition can be exercised at the authorizing Notary.

He so declares and certifies.

And I, the Notary, ATTEST:

a) Knowing him.

b) That the appearing party, in my opinion, has the capacity and legal standing to execute this act.

c) That the act is legally valid and conforms to the duly expressed will of the appearing parties.

d.- Having read this public instrument to the parties, given prior notice of his right to do so himself, which he has exercised, and which declares he is fully aware of the content thereof, and to which he freely consents, all in accordance with Article 193 of the Notarial Regulations.

e) That this public instrument is of two folios of Notarized paper, series CK numbers: 6362950 and the present, I, the Notary, so attest.- The signature of the appearing party follows. Sealed. ANTONIO PÉREZ-COCA CRESPO. Initialed. Notary Seal.-

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MR. ANTONIO VILELA MILLAN, of legal age, Spanish nationality, with address for these purposes in Madrid, Plaza Pablo Ruiz Picasso, number 1, Torre Picasso, planta 33; with National Identification Number 07249461E.

MR. FRANCISCO JAVIER NEIRA MENÉNDEZ, of legal age, Spanish nationality, with address for these purposes in Madrid, Plaza Pablo Ruiz Picasso, number 1, Torre Picasso, planta 33; with National Identification Number 14925026G.

They are ACTING for and on behalf of HSBC BANK PLC:, Branch in Spain, address in Madrid, Plaza Pablo Ruiz Picasso, number 1, Torre Picasso, planta 33, incorporated by deed executed before the Notary of Madrid Mr. Roberto Blanquer Uberos, on

the third of March nineteen eighty-one, number 432 in his notarial records, and registered in the Registry of Commerce of Madrid, volume 5,879 general, 4,934 of Section 3 of the Book of Companies, folio 30, page 48,471, registration 1, under the name MIDLAND BANK PUBLIC LIMITED COMPANY, becoming known as HSBC BANK PLC, Branch in Spain from September 27, 1999, in virtue of the deed of modification of the company name executed on the eighth of September of nineteen ninety-nine, before the Notary of Madrid, Mr. José Luis Martínez-Gil Vich, under the number 3,973 in his notarial records.

It is hereby certified that their client is registered in the Register of Banks and Bankers with number 26.

It has TIN number W0061401F.

They exercise the powers, in force as reportedly conferred on them by deed executed before the Notary of Madrid Mr. Antonio Luis Reina Gutiérrez, on the seventeenth of January two thousand fourteen, under number 645, of the notarial records with registration 308 of the registration sheet.

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BENEFICIAL OWNERSHIP.- The representatives declare that the entity they represent is included in the exceptions provided for in Law 10/2010 of April 28, because it is a financial institution.

They have in my opinion, in the capacity in which they act, the legal capacity necessary to formalize this deed, and therefore,

THEY DECLARE:

That they ACCEDE TO, RATIFY AND APPROVE in all its aspects the PUBLIC RECORD OF THE SHARE PLEDGES EXTENSION AGREEMENT object herein whose entire content they declare to know, thereby giving to this execution full legal value and effectiveness.

He so declares and certifies.

And I, the Notary, ATTEST:

a) Having identified the appearing parties by means of their identifying documents specified in the proceedings, which they showed to me.

b) That the appearing parties, in my opinion, have the capacity and legal standing for this act.

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c) That the act is legally valid and conforms to the will duly expressed of the appearing parties.

d) Having read this public instrument to the parties, given prior notice of their right to do so themselves, which they have exercised, and they declare to be fully aware of the contents thereof, to which they consent, all in accordance with Article 193 of the Notarial Regulations.

e) That this public instrument is of three folios of Notarized paper, series CK numbers: 6362869 and the following two in consecutive order, I, the Notary, so attest.- The signatures of the appearing parties follow.-Sealed ANTONIO PÉREZ-COCA CRESPO. Initialed. Notary Seal.

ADHESION AND CERTIFICATION PROCEEDINGS.- I, ANTONIO PÉREZ-COCA CRESPO, Notary of Madrid and its Distinguished Notarial Association, extend the present, to record that on the same day, the twenty-ninth of July two thousand fifteen, appearing before me is:

He is ACTING for and on behalf of HSBC MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC, incorporated in accordance with the laws of Mexico, with headquarters at Paseo de la Reforma number three hundred forty-seven, Colonia Cuauhtémoc, Cuauhtémoc Delegation, Zip Code 06500. Federal District and registered with number 170, to pages 114, volume 130, book three. Commerce section in the Public Property Registry of the Federal District.

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He is duly authorized to act, by virtue of express power of attorney -written in two columns in Castilian and English-, both languages, I, the Notary, know, before the Notary of Mexico, Federal District, Mr. Francisco I. Hugues Vélez, on the second of July two thousand fifteen, and duly authenticated with the Apostille in accordance with The Hague Convention.

They have in my opinion, in the capacity in which they act, the legal capacity necessary to formalize this deed, and therefore,

THEY DECLARE:

He so declares and certifies.

And I, the Notary, ATTEST:

a) Having identified the appearing parties by means of their identifying documents specified in the proceedings, which they showed to me.

b) That the appearing parties, in my opinion, have the capacity and legal standing for this act.

c) That the act is legally valid and conforms to the will duly expressed of the appearing parties.

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e) That this public instrument is of two folios of Notarized paper, series CK numbers: 6362875 and the present, I, the Notary, attest.- The signatures of the appearing parties follow.-Sealed ANTONIO PÉREZ-COCA CRESPO. Initialed. Notary Seal.

MR. JUAN BOSCO EGUILIOR MONFORT, of legal age, Spanish nationality, with business address in Calle Sauceda, number 28, with National Identification Number 51395652-J.

MR. JUAN CARLOS JOSÉ HERRERO GONZÁLEZ, of legal age, Spanish nationality, with address for these purposes in Bilbao, Plaza de San Nicolás, number 4; with National Identification Number 30662513V.

They are ACTING for and on behalf of “BBVA BANCOMER”, SOCIEDAD ANÓNIMA, INSTITUCIÓN DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA BANCOMER”, headquarters in Mexico, Federal District.

They exercise the powers in force, as reportedly conferred on them, by deed executed before the Notary of the Mexico City, Mr. Carlos de Pablo Serna, on the twelfth of September two thousand fourteen, under number 111,054, book 2023, duly apostilled.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, on record authorized by the Notary of Mexico, Mr. Carlos de Pablo Serna, on the twelfth of September two thousand fourteen, under number 111,054, book 2013, duly apostilled.

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They have in my opinion, in the capacity in which they act, the legal capacity necessary to formalize this deed, and therefore,

THEY DECLARE:

He so declares and certifies.

And I, the Notary, ATTEST:

a) Having identified the appearing parties by means of their identifying documents specified in the proceedings, which they showed to me.

b) That the appearing parties, in my opinion, have the capacity and legal standing for this act.

c) That the act is legally valid and conforms to the will duly expressed of the appearing parties.

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CL1825015

e) That this public instrument is of two folios of Notarized paper, series CK numbers: 6362855 and the present, I, the Notary, attest.- The signatures of the appearing parties follow.-Sealed ANTONIO PÉREZ-COCA CRESPO. Initialed. Notary Seal.

ADHESION AND CERTIFICATION PROCEEDINGS.- I, ANTONIO PÉREZ-COCA CRESPO, Notary of Madrid and its Distinguished Notarial Association, extend the present, to record that on the same day, the twenty-ninth of July two thousand fifteen, appearing before me is:

MS. TERESA QUINTANA DEL OLMO AND MS. MAITE CORDON UCAR, both of legal age, and residing in Boadilla del Monte (Madrid), Avenida de Cantabria, s/n; with National Identification Numbers 50465401C and 47020646K respectively.

They are ACTING for and on behalf of BANCO SANTANDER, S.A., with business address in Santander, Paseo de Pereda, numbers 9 to 12, with TIN A 39000013, incorporated for an indefinite period; founded on March 3, 1856 by public deed executed before the Notary of Santander Mr. José Dou Martínez, ratified and partially amended by another on March 21, 1857 before the Notary Public of the same capital Mr. Jose Maria Olarán and changed to a Credit Company through deed executed before the Notary of Santander Mr. Ignacio Perez on January 14, 1875; by deed executed before the Notary of Santander Mr. José María de Prada Díez on June 8, 1992, with number 1316 of notarial records, changed its name to BANCO SANTANDER, S.A., and by deed executed before the Notary of Madrid Mr. Antonio Fernandez-Golfín Aparicio, dated April 13, 1999, with number 1212 of notarial records, changed the previous name to BANCO

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SANTANDER CENTRAL HISPANO, S.A., a name that has changed to the present, according to deed executed before the Notary of Santander Mr. José María de Prada Díez, dated August 1, 2007, with number 2,033 of notarial records, registered in the Registry of Commerce of Cantabria in volume 838, book 0, page S-1960, folio 208, registration 1539 of August 13, 2007.

They act as power of attorney and exercise the powers conferred on them through deed executed before the Notary of Santander, Mr. Juan de Dios Valenzuela García, on the ninth of July two thousand thirteen, under number 1152 of his notarial records, with registration 2371 of the registration sheet.

They have in my opinion, in the capacity in which they act, the legal capacity necessary to formalize this deed, and therefore,

THEY DECLARE:

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He so declares and certifies.

And I, the Notary, ATTEST:

a) Having identified the appearing parties by means of their identifying documents specified in the proceedings, which they showed to me.

b) That the appearing parties, in my opinion, have the capacity and legal standing for this act.

c) That the act is legally valid and conforms to the will duly expressed of the appearing parties.

e) That this public instrument is of three folios of Notarized paper, series CK numbers: 6362863 and the following two in consecutive order, I, the Notary, attest.- The signatures of the appearing parties follow.-Sealed ANTONIO PÉREZ-COCA CRESPO. Initialed. Notary Seal.

ADHESION AND CERTIFICATION PROCEEDINGS.- I, ANTONIO PÉREZ-COCA CRESPO, Notary of Madrid and its Distinguished Notarial Association, extend the present, to record that on the same day, the twenty-ninth of July two thousand fifteen, appearing before me is:

MR. FRANCISCO JAVIER SIERRA SOPRANIS, with National Identification Number 42090468P.

AND MR. JOSEP LLUIS BUADES CASTELLA, with National Identification Number 43131497B.

Both of legal age, with address for these purposes in Madrid, Calle José Ortega y Gasset, number 29.

They are ACTING for and on behalf of THE ROYAL BANK OF SCOTLAND PLC.”, entity incorporated in accordance with the

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laws of Scotland with headquarters at 36 St Andrew Square Edinburgh EH2 2YB and registered with number SC090312 in the Companies House, through its Branch in Spain.

With Foreigner Identification Number N0068354J.

They exercise the powers in force, as reportedly conferred on them before the Notary of Madrid Mr. Fernando Molina Stranz, on the tenth of July two thousand fourteen, under number 663, of his notarial records.

They have in my opinion, in the capacity in which they act, the legal capacity necessary to formalize this deed, and therefore,

THEY DECLARE:

He so declares and certifies.

And I, the Notary, ATTEST:

a) Having identified the appearing parties by means of their identifying documents specified in the proceedings, which they showed to me.

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b) That the appearing parties, in my opinion, have the capacity and legal standing for this act.

c) That the act is legally valid and conforms to the will duly expressed of the appearing parties.

e) That this public instrument is of two folios of Notarized paper, series CK numbers: 6362887 and the present, I, the Notary, attest.-The signatures of the appearing parties follow.-Sealed ANTONIO PÉREZ-COCA CRESPO. Initialed. Notary Seal.

MS. MARÍA DE LOS ÁNGELES MAZA MORENO, of legal age, Mexican nationality, employee of the bank, with address at Av. Revolucion No. 3000 Sur, Colonia Primavera in Monterrey, Nuevo Leon, Federal District of Mexico; with valid Mexican Passport Number G-13727758.

MR. FIDEL GARZA CHAPA, of legal age, Mexican nationality, employee of the bank, with address at Av. Revolucion No. 3000 Sur, Colonia Primavera in Monterrey, Nuevo Leon, Federal District of Mexico; with valid Mexican Passport Number G17386101.

They are ACTING for and on behalf of BANCO MERCANTIL DE NORTE, SOCIEDAD ANÓNIMA, INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BANORTE, headquarters in Mexico Federal District; incorporated through deed executed before the Notary of the Federal District, Mr. Fernando G. Arce, on the sixteenth of March nineteen forty-five, under number 30,421 of his notarial records, registered in the Public Registry of Property of the Federal District of Mexico, in the Commerce Section, under number 65, pages 114, volume 199, book 3.

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They exercise the powers in force, as reportedly conferred on them through deed executed before the Notary of Mexico Federal District, Mr. Pedro Vázquez Nava, on the nineteenth of July two thousand twelve, under number 36,212, book 804, folio 63,959; and in regards to the second, through deed executed before the Notary of Monterrey, Nuevo Leon, United Mexican States, Mr. Don Javier García Ávila, under number 60,697, book 1282, folio 256,332, as I certify with copies duly authenticated with the Apostille of The Hague Convention.

BENEFICIAL OWNERSHIP.- I, the Notary, expressly state that I have fulfilled the obligation to identify the beneficial owner imposed by Law 10/2010 of April 28, on record authorized by the Notary of Mexico, Mr. Carlos de Pablo Serna, on the twelfth of September two thousand fourteen, under number 111,054, book 2023, duly apostilled.

They have in my opinion, in the capacity in which they act, the legal capacity necessary to formalize this deed, and therefore,

THEY DECLARE:

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He so declares and certifies.

And I, the Notary, ATTEST:

a) Having identified the appearing parties by means of their identifying documents specified in the proceedings, which they showed to me.

b) That the appearing parties, in my opinion, have the capacity and legal standing for this act.

c) That the act is legally valid and conforms to the will duly expressed of the appearing parties.

e) That this public instrument is of three folios of Notarized paper, series CK numbers: 6362879 and the following two in consecutive order, I, the Notary, attest.-The signatures of the appearing parties follow.-Sealed ANTONIO PÉREZ-COCA CRESPO. Initialed. Notary Seal.

ADHESION AND CERTIFICATION PROCEEDINGS.- I, ANTONIO PÉREZ-COCA CRESPO, Notary of Madrid and its Notarial Association, extend this document, to record that today, the twenty-ninth of July two thousand fifteen, appearing before me is:

MR. ÁNGEL MARIA BARRANCO GUADARRAMA AND MR. JAVIER MARTIN ROBLES, both of legal age, with address for these purposes in Boadilla del Monte (Madrid), Avenida de Cantabria, s/n; with National Identification Numbers 52993601-Z and 07871290-T respectively.

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They are ACTING for and on behalf of BANCO SANTANDER, SOCIEDAD ANÓNIMA, INSTITUCIÓN DE BANCA MULTIPLE, GRUPO FINANCIERO SANTANDER, with address in Mexico City, Federal District.

They exercise the powers in force, as reportedly conferred on them through deed executed before on the twenty-eighth of November of two thousand seven, before the Notary of Mexico Federal District, Mr. Alfonso González Alonso, under number 79,860 of his notarial records.

They have in my opinion, in the capacity in which they act, the legal capacity necessary to formalize this deed, and therefore,

THEY DECLARE:

He so declares and certifies.

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And I, the Notary, ATTEST:

a) Having identified the appearing parties by means of their identifying documents specified in the proceedings, which they showed to me.

b) That the appearing parties, in my opinion, have the capacity and legal standing for this act.

c) That the act is legally valid and conforms to the will duly expressed of the appearing parties.

e) That this proceeding is of two folios on letterhead paper exclusively for notarial documents, series CK numbers:

6362859 and the present, I, the Notary, attest.-

The signatures of the appearing parties follow.-Sealed ANTONIO PÉREZ-COCA CRESPO. Initialed. Notary Seal.








































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BBVA

Certificate of Authenticity

Securities represented by means of book entries

(Law 24/1998, of July 28 and Royal Decree 116/1992 of February 14)

Branch: 6984 - Custody Institutional Residents


CEMEX, S.A.B. DE C.V.	Securities account number:	7242509
	Certificate number:	171114 7242509
	Date of issuance:	11/17/2014
	Valid until:	11/24/2014


Holder(s)		TIN
CEMEX, S.A.B. DE C.V.		T00999999


Security Code	Type of Security and Issuance	Total number of securities	Nominal value
ES0182760019	CEMEX ESPAÑA, S.A. SHARES	2,050,000	2,398,500.00 Euros

Limited rights in rem and other encumbrances:

Rights in rem of pledges on Cemex España, S.A. shares constituted pursuant to an agreement dated November 8, 2012 executed by the Notary of Madrid Mr. Rafael Monjo Carrió, with number 3,530 of his registry book and a pledges extension agreement on said shares formalized in public instrument executed on September 30, 2014 before the same Notary, with number 1,688 of his notarial records.

Purpose of issuance:

Confirm ownership and status of the shares

And for the record, at the request of the interested party, this certificate is issued in accordance with the accounting of securities represented by book entries.

[handwritten] Extended the pledge on the shares of this Certificate

pursuant to this contract authorized by me on September 30, 2014

[seal: ANTONIO PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE [emblem]

28 May 1862

NOTARY OF MADRID] /s/ ANTONIO PÉREZ-COCA CRESPO

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BY PROXY

/s/ Authorized Signatory

NOTES:

•

The securities referred to in this certificate of authenticity are fixed term to the validity date, unless returned on an earlier date.

•

The certificates expire after the effective term established therein that may not exceed six months.

•

Certificates in which the term is not indicated will expire three months from the date of issuance.

[ILLEGIBLE]

[emblem: ILLEGIBLE]

[seal: Antonio Pérez-Coca Crespo

NIHIL PRIUS FIDE

[emblem] 28 May 1862

NOTARY OF MADRID]

PAPER EXCLUSIVELY FOR

NOTARY DOCUMENTS

[emblem] [initials]

CC7642807

BBVA

Certificate of Authenticity

Securities represented by means of book entries

(Law 24/1998, of July 28 and Royal Decree 116/1992 of February 14)

Branch: 6984 - Custody Institutional Residents


NEW SUNWARD HOLDING B.V.	Securities account number:	7168839
	Certificate number:	171114 7168839
	Date of issuance;	11/17/2014
	Valid until date:	11/24/2014


Holder(s)		TIN
NEW SUNWARD HOLDING B.V.		T00999999


Security Code	Type of Security and Issuance	Total number of securities	Nominal value
ES0182760019	CEMEX ESPAÑA, S.A. SHARES	1,320,213,703	1,544,650,032.51 Euros


Record Reference	Number of Securities	Record Reference	Number of Securities
List Attached	1,320,213,703

Limited rights in rem and other encumbrances:

Rights in rem of pledges on Cemex España, S.A. shares constituted pursuant to an agreement dated November 8, 2012 executed by the Notary of Madrid Mr. Rafael Monjo Carrió, with number 3,530 of his registry book and a pledge extension agreement on said shares formalized in public instrument executed on September 30, 2014 before the same Notary, with number 1,688 of his notarial records.

Purpose of issuance:

Confirm ownership and status of the shares

And for the record, at the request of the interested party, this certificate is issued in accordance with the accounting of securities represented by book entries.

[handwritten] Extended the pledge on the shares of this Certificate

pursuant to this contract authorized by me on September 30, 2014

[seal: RAFAEL MONJO CARRIÓ

NIHIL PRIUS FIDE [emblem]

28 May 1862

NOTARY OF MADRID] /s/ RAFAEL MONJO CARRIÓ

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BY PROXY

/s/ Authorized Signatory

NOTES:

•

The securities referred to in this certificate of authenticity are fixed term to the validity date, unless returned on an earlier date.

•

The certificates expire after the effective term established therein that may not exceed six months.

•

Certificates in which the term is not indicated will expire three months from the date of issuance.

[ILLEGIBLE]

05/2015

[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1824994

BBVA

Certificate of Authenticity

Securities represented by means of book entries

(Law 24/1998, of July 28 and Royal Decree 116/1992 of February 14)

Branch: 6984 - Custody Institutional Residents


CEMEX, S.A.B. DE C.V.	Securities account number:	7242509
	Certificate number:	230715 7242509
	Date of issuance:	07/23/2015
	Valid until:	07/31/2015


Holder(s)		TIN
CEMEX, S.A.B. DE C.V.		T00999999


Security Code	Type of Security and Issuance	Total number of securities	Nominal value
ES0182760019	CEMEX ESPAÑA, S.A. SHARES	2,050,000	2,398,500.00 Euros

Limited rights in rem and other encumbrances:

Rights in rem of pledges on Cemex España, S.A. shares constituted pursuant to an agreement dated November 8, 2012 executed by the Notary of Madrid Mr. Rafael Monjo Carrió, with number 3,530 of his registry book and each pledge extension agreement on said shares formalized in public instrument executed on September 30, 2014 and November 19, 2014 before the same Notary, with numbers 1,688 and 2,027 of his notarial records, respectively.

Purpose of the issuance:

Confirm ownership and status of the shares

And for the record, at the request of the interested party, this certificate is issued in accordance with the accounting of securities represented by book entries.

[handwritten] Extended the pledge on the shares of this Certificate

pursuant to the contract authorized by me on July 29, 2015

[seal: RAFAEL MONJO CARRIÓ

NIHIL PRIUS FIDE [emblem]

NOTARY OF MADRID] /s/ RAFAEL MONJO CARRIÓ

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BY PROXY

/s/ Authorized Signatory

NOTES:

•

The securities referred to in this certificate of authenticity are fixed term to the validity date, unless returned on an earlier date.

•

The certificates expire after the effective term established therein that may not exceed six months.

•

Certificates in which the term is not indicated will expire three months from the date of issuance.

[ILLEGIBLE]

BBVA

Certificate of Authenticity

Securities represented by means of book entries

(Law 24/1998, of July 28 and Royal Decree 116/1992 of February 14)

Branch: 6984 - Custody Institutional Residents


NEW SUNWARD HOLDING B.V.	Securities account number:	7168839
	Certificate number:	230715 7168839
	Date of issuance:	07/23/2015
	Valid until:	07/31/2015


Holder(s)		TIN
NEW SUNWARD HOLDING B.V.		P00300002


Security Code	Type of Security and Issuance	Total number of securities	Nominal value
ES0182760019	CEMEX ESPAÑA, S.A. SHARES	1,320,213,703	1,544,650,032.51 Euros


Record Reference	Number of Securities	Record Reference	Number of Securities
List Attached	1,320,213,703

Limited rights in rem and other encumbrances:

Rights in rem of pledges on Cemex España, S.A. shares constituted pursuant to an agreement dated November 8, 2012 executed by the Notary of Madrid Mr. Rafael Monjo Carrió, with number 3,530 of his registry book and each pledge extension agreement on said shares formalized in public instrument executed on September 30, 2014 and November 19, 2014 before the same Notary, with numbers 1,688 and 2,027 of his notarial records, respectively.

Purpose of the issuance:

Confirm ownership and status of the shares

And for the record, at the request of the interested party, this certificate is issued in accordance with the accounting of securities represented by book entries.

[handwritten] Extended the pledge on the shares of this Certificate

pursuant to this contract authorized by me on July 29, 2015

[seal: RAFAEL MONJO CARRIÓ

[emblem]

NOTARY OF MADRID] /s/ RAFAEL MONJO CARRIÓ

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BY PROXY

/s/ Authorized Signatory

NOTES:

•

The securities referred to in this certificate of authenticity are fixed term to the validity date, unless returned on an earlier date.

•

The certificates expire after the effective term established therein that may not exceed six months.

•

Certificates in which the term is not indicated will expire three months from the date of issuance.

[ILLEGIBLE]

05/2015

[seal: ANTONIO

PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

[stamp: Government Stamp]

PAPER EXCLUSIVELY FOR NOTARY DOCUMENTS

[emblem]

CL1824993

BBVA

Relationship of Record Reference

Certificate of Authenticity

Number 230715 7168839

LOGO

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

BY PROXY

/s/ Authorized Signatory

[ILLEGIBLE]

FIRST IS AN EXACT COPY OF ITS ORIGINAL where it is noted. For THE BANK SECURITY AGENT, I issue it in forty-eight pages on letterhead paper exclusively for notary documents, series CL, numbers 1824992, and the following forty-seven in descending consecutive order, that I seal, sign, initial and stamp, in MADRID, on the twenty-ninth of July of two thousand fifteen. I ATTEST.

[seal: NOTARY PUBLIC ATTESTATION

GENERAL COUNCIL OF SPANISH NOTARIES

EUROPE NOTARY

NIHIL PRIUS FIDE

0207012875]

[seal: ANTONIO PÉREZ-COCA CRESPO

NIHIL PRIUS FIDE

[emblem]

28 May 1862

NOTARY OF MADRID]

JOSÉ LUIS LÓPEZ DE GARAYO Y GALLARDO

ANTONIO PÉREZ-COCA CRESPO

[stamp:] I, JOSÉ LUIS LÓPEZ DE GARAYO Y GALLARDO, HEREBY ISSUE IT due to accidental impossibility of the authorizing Notary.