Please wait
CEMEX
Building the future™
Cemex
Hector Medina Executive Vice President, Planning & Finance October 27,
2006

Disclaimer
This presentation has been prepared by CEMEX, S.A.B. de C. V. (“CEMEX” or the
"Company"), solely for informational purposes in connection with the proposed
transaction described herein. This presentation does not constitute an offer
to
or an invitation for any person or to the general public to subscribe for or
otherwise acquire securities issued by CEMEX in any jurisdiction or an
inducement to enter into investment activity. This presentation also does not
constitute a solicitation of any vote or approval in connection with the
proposed transaction. The information contained in this presentation has not
been independently verified. No representation or warranty express or implied
is
made or given as to and no reliance should be placed on, the fairness, accuracy,
completeness or correctness of the information, statements, estimates,
projections or the opinions contained herein and no person is authorized to
make
any such representation or warranty. None of the Company nor any of its
respective affiliates shall have any liability whatsoever (in negligence or
otherwise) for any loss or damages however arising from any use of this
presentation or its contents by any person or otherwise arising in connection
with the presentation. This presentation is only for persons having qualified
professional experience in financial matters relating to investments and must
not be acted or relied on by persons who are not experienced in financial
matters. This presentation includes ‘forward-looking statements’. These
statements contain the words “anticipate”, “believe”, “intend”, “estimate”,
“expect” and words of similar meaning. All statements other than statements of
historical facts included in this presentation, including, without limitation,
those regarding the Company’s financial position, business strategy, plans and
objectives of management for future operations (including development plans
and
objectives relating to the Company’s products and services) are forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company to be materially different from
future results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding the Company’s operations and present and future
business strategies and the environment in which the Company will operate in
the
future. These forward-looking statements speak only as of the date of this
presentation. Accordingly, there can be no assurance that such statements,
estimates or projections will be realized. None of the projections or
assumptions in this presentation should be taken as forecasts or promises nor
should they be taken as implying any indication, assurance or guarantee that
the
assumptions on which such projections have been prepared are correct or
exhaustive or, in the case of assumptions, fully stated in this presentation.
The Company expressly disclaims any obligation or undertaking to disseminate
any
updates or revisions to any forward-looking information contained herein to
reflect any change in the Company’s results or expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based, except as required by law. The projections and forecasts included
in
the forward-looking statements herein were not prepared in accordance with
published guidelines of the American Institute of Certified Public Accountants,
the U.S. Securities and Exchange Commission or any similar body or guidelines
regarding projections and forecasts, nor have such projections or forecasts
been
audited, examined or otherwise reviewed by the independent auditors of the
Company. You should not place undue reliance on these forward-looking
statements. CEMEX’s bidder’s statement will be lodged with the Australian
Securities and Investments Commission, the Australian Stock Exchange, the
Mexican Stock Exchange, and the Mexican Stock Market Authorities shortly. When
the bidder’s statement is sent to Rinker Group Limited (“Rinker”) shareholders
it will be filed with the United States Securities and Exchange Commission
(the
“Commission”). Investors and security holders are urged to read the bidder’s
statement from regarding the proposed offer referred to in the foregoing
information, when it becomes available, as it will contain important
information. Once filed in the United States with the Commission the bidder’s
statement will be available on the Commission’s web site. Investors and security
holders may obtain a free copy of the bidder’s statement (when it is available)
and other documents filed by the Company with the Commission on the Commission’s
web site at www.sec.gov. The bidder’s statement and these other documents may
also be obtained for free from the Company, when they become available, by
directing a request to the representatives of the Company listed below. No
information made available to you in connection with this presentation may
be
passed on, copied, reproduced or otherwise disseminated to any other person.
The
release, publication or distribution of this presentation in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this presentation is released, published or distributed
should inform themselves about and observe such restrictions. Past performance
cannot be relied upon as a guide to future performance. None of the statements
in this presentation are intended to mean that CEMEX's earnings per share for
any period will necessarily exceed those of any prior period as a result of
the
proposed acquisition of Rinker. All communications, inquiries and requests
for
information regarding the proposed transaction or this presentation should
be
directed to the representatives of the Company listed below: Ricardo Sales,
Analyst Relations, ricardojavier.sales@CEMEX.com, +1 212 317 6008 Eduardo
Rendón, Investor Relations, eduardo.rendon@CEMEX.com, +52 81 8888 4256 This
presentation is the property of CEMEX. This information may not be copied,
quoted or transmitted without the prior written consent of CEMEX. Copyright
CEMEX and its subsidiaries.

Summary
transaction overview Key Terms Offer to acquire Rinker Group Limited (“Rinker”)
- 100% cash US$ 13.00 per share (equivalent(1) to A$ 17.00 per share)
26% premium to three month average price Total transaction value: US$ 12.8
Billion 9.2x TEV / EBITDA LTM Main conditions Acquisition of >90% of Rinker
shares Customary Australian (mainly FIRB) and U.S. (mainly anti-trust)
regulatory approvals Approval by CEMEX shareholders (1) At the October 27,
2006
exchange rate of US$/A$ 0.7645 as published by the Reserve Bank of
Australia.

Summary
transaction overview Financing 100% debt-financed(1) Fully committed
financing available from RBS, Citibank, JPMorgan and BBVA-Bancomer Pro forma
Impact Expected to be immediately accretive to Free Cash Flow per share
Expecting Return on Capital Employed to be above cost of capital by year
one
Expecting recurring pre-tax synergies of US$ 130 M By year three Expecting
to
reach Net Debt / EBITDA target of 2.7x within two years 1) Financing may
be
complemented with cash on hand

Full
offer to Rinker shareholders Substantial premium to key pricing benchmarks
Rinker share price (A$) CEMEX offer US$ 13.00 (equivalent(1) to A$
17.00) 20.4% 14.1 1-month VWAP 26.2% 13.5 3-month VWAP 15.4% 14.7 6-month
VWAP
CEMEX offer US$ 13.00 (equivalent(1) to A$ 17.00) 29.3% 13.2 Sept
27th close 27.0% 13.4 Oct 27th close(2) (1) At the October 27, 2006
exchange rate of US$/A$ 0.7645 as published by the Reserve Bank of Australia.
(2) Based on the last traded price of Rinker shares during normal trading
on ASX
on 27 October 2006. Source: Bloomberg

Full
offer to Rinker shareholders Attractive multiple Total Enterprise Value /
LTM
EBITDA 9.2 CEMEX offer for Rinker (multiple over LTM EBITDA) 8.1 Comparable
transactions (Rinker Sep06 presentation) Premium to target prices Average
broker
target price US$ 13.00 (equivalent(1) to A$ 17.00) CEMEX offer for Rinker
A$15.6
Average broker target price for Rinker Source: Rinker public filings ; Bloomberg
(brokers targets) ; see appendix for exact references (1) At the October
27,
2006 exchange rate of US$/A$ 0.7645 as published by the Reserve Bank of
Australia.
CEMEX
Lorenzo Zambrano Chairman & CEO October 27, 2006
A
solid strategic rationale for CEMEX Enhances CEMEX’s position across the value
chain Cement, Aggregates, Ready-Mix and Concrete Products Improves CEMEX’s
positioning in the U.S. Complementary products and geographies Provides CEMEX
with a major presence in Australia Captures synergies and leverages best
practices Reduces cash-flow volatility and lowers cost of
capital

Rinker:
an important building materials player in the U.S. and Australia Presence
in
attractive U.S. states and Australia Particularly strong in Florida and Arizona
Solid Australian footprint Strong positions in main markets Top 3 in Ready-Mix
and top 5 in Aggregates in the U.S. One of top 3 building materials players
in
Australia Aggregates reserves of 3.6 B metric tons About 30 years of production
in the U.S. About 43 years of production in Australia Estimated FY 2007 net
revenue of US$ 5.54 B and EBITDA of US$ 1.45 B Note: all figures in this
presentation are indicated in the international (metric), not imperial (yard),
system Source: IR Channel (consensus estimate)

Rinker
focused on high growth markets Mostly Sunbelt states, very complementary
to
CEMEX Expected 2005-2015 population growth 15% and up 10% - 15% 5% - 10%
0% - 5%
Rinker footprint Aggregates Concrete Cement Others(1) Note: Size of
symbols indicates relative number of facilities (1) Asphalt, Concrete pipes,
Distribution and Block Source: Based on U.S. Census forecasts and Rinker
website
for footprint
CEMEX
and Rinker in the U.S U.S. Sales / Rank CEMEX Rinker CEMEX + Rinker Cement
M
metric tons 18 4 22 Rank Top 3 Top 10 Top 3 Ready-Mix M cubic meters 18 14
32 Rank Top 3 Top 3 Top 3 Aggregates M metric tons 48 92 140 Rank Top 10
Top 5
Top 5 Note: Based on 2005 sales volumes. CEMEX figures do not include
unconsolidated JV with ReadyMixUSA
Rinker
also provides CEMEX with an attractive footprint in Australia Darwin Northern
Territory Western Australia Queensland South Australia Brisbane New South
Wales
Perth Sydney Victoria Canberra Melbourne Tasmania Hobart Rinker footprint
Quarries and sand mines Concrete plants Concrete pipe and products Cement
Australia(1) cement plants (1) 25% owned by Rinker, 50% owned by
Holcim, 25% owned by Hanson Source: Rinker / Readymix Aug06
presentation
Improving
CEMEX’s portfolio balance EBITDA (2005 pro-forma) CEMEX Mexico 33% USA 27%
Europe 25% South Am. & Carib. 10% Asia/Pacific 2% RoW 4% CEMEX + Rinker
Mexico 24% USA 41% Europe 18% South Am. & Carib 8% Asia/Pacific 6% RoW 3%
Source: CEMEX 2005 Annual report, Rinker FY2006 Annual Report and 3Q 06 Trading
update, JPMorgan report on Rinker dated July 10, 2006
Improving
CEMEX’s portfolio balance EBITDA (2005 pro-forma) CEMEX Cement 72% Concrete 15%
Aggregates 9% Others 4% CEMEX + Rinker Cement 56% Concrete 19% Aggregates
14%
Others 10% Source: CEMEX 2005 Annual report, Rinker FY2006 Annual Report
and 3Q
06 Trading update, JPMorgan report on Rinker dated July 10,
2006

Improving
CEMEX’s industry position across the global value chain Cement (2005 pro-forma,
M tons) Company Capacity Holcim 183 Lafarge 155 CEMEX+Rinker 97 CEMEX 94
Heidelberg 86 Italcementi 64 Anhui Conch 62 Taiheiyo 46 Buzzi 34 Eurocement
31
Rinker 3 Others ~1,750 # 3 Cement company Ready-Mix (2005 pro-forma, M
m3) Company Sales CEMEX+Rinker 97 CEMEX 76 Holcim 40 Lafarge 39
Heidelberg 28 Italcementi 21 Rinker 21 Hanson 20 CRH 19 Tarmac 8 Vicat /
Cimpor
7 Others ~2,900 # 1 Ready-Mix company Aggregates (2005 pro-forma, M tons)
Company Sales CEMEX+Rinker 293 CRH 253 Lafarge 240 Hanson 240 Vulcan 236
Martin Marietta 184 CEMEX 175 Holcim 174 Rinker 118 Colas 101 Heidelberg
98
Others ~18,000 # 1 Aggregates company Note: all figures indicated in the
international (metric), not imperial (yard), system ; figures have been adjusted
pro-forma for known 2006 corporate activity, assuming no follow-up related
divestments Source: company reports and CEMEX estimates

Expecting
synergies around US$ 130 M Recurring, pre-tax, building up over 3 years Best
practice sharing Operational and financial Centralized & standardized
management processes Plant network optimization Sales and logistics Global
procurement Estimated one-time cost of < US$ 100 M over 2
years
Rinker
acquisition meets CEMEX’s strict investment criteria Leverages management
expertise Best practice sharing opportunities globally Standardized management
platforms Expect synergies of US$ 130 M by year 3 Returns > WACC
(risk-adjusted) Transaction accretive to free cash flow and cash earnings
per
share Expect ROCE above WACC in year one Maintains robust capital structure
Expect to reach Net Debt / EBITDA target of 2.7x within two years Expect
interest coverage ratio to remain above 4.5x target
A
good transaction for both CEMEX and Rinker shareholders Full and fair offer
CEMEX’s successful track record in integrating acquisitions Favorable long term
prospects for US construction Demonstrated ability to recover financial
flexibility after acquisitions
CEMEX
Building the future™
CEMEX
Appendix October 27, 2006

Precedent
Transactions & Research Target Prices Acquiror Target Location Acqn date
EBITDA multiple Marietta American Agg US May-97 8.1 Lafarge US Redland US
US
Apr-98 9.5 Vulcan Calmat US Nov-98 9.1 Hanson Pioneer AU & global May-00 8.7
Titan Tarmac US Aug-00 5.9 CEMEX Southdown US Oct-00 6.9 Lafarge SA Blue
Circle
UK Jan-01 8.8 Rinker Materials Kiewitt US Sep-02 7.1 CEMEX RMC UK Sep-04
8.0
Holcim Aggregates Ind UK Feb-05 9.2 Average 8.1 Source: Rinker research,
investor presentation September 26, 2006 Broker 12 month target (A$) Date
of
report ABN Amro $14.31 25-Oct-06 Citigroup $16.00 9-Sep-05 Credit Suisse
$17.00
2-Oct-06 Deutsche Bank $11.78 18-Sep-06 JP Morgan $21.03 27-Sep-06 Macquarie
$12.00 2-Oct-06 Merrill Lynch $18.00 20-Sep-06 UBS $14.80 18-Sep-06 Average
$15.62 Offer price US$13.00, equivalent(1) to A$17.00 Premium 8.9%
Source: The average broker target price of A$15.62 represents the average
of 8
brokers’ target prices for Rinker shares in the most recent report disclosed by
each broker on Bloomberg on 27 October 2006. Only target prices disclosed
on
Bloomberg have been included. (1) At the October 27, 2006 exchange rate of
US$/A$ 0.7645 as published by the Reserve Bank of Australia.

CEMEX
Building the future™