POLICY STATEMENT

2.

POLICY INTERPRETATION, ENFORCEMENT AND ADMINISTRATION

3.

GENERAL PROVISIONS

3.1.  DEFINITIONS

3.2.  INSIDER TRADING, TRANSACTIONS WITH CEMEX SECURITIES AND OTHER GUIDELINES

ARTICLE 1. COMPLIANCE

ARTICLE 2. GENERAL TRADING RESTRICTIONS

ARTICLE 3. TRADING WHEN IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION IS PROHIBITED

ARTICLE 4. STOCK COMPENSATION PLANS

ARTICLE 5. INTERNAL DISCLOSURE OBLIGATIONS

ARTICLE 6. CERTAIN RESTRICTIONS AND REPORTING REQUIREMENTS

ARTICLE 7. INTERNAL CONTROL MECHANISMS

ARTICLE 8. DISCLOSURE OF INFORMATION: HANDLING OF MATERIAL NON-PUBLIC INFORMATION

ARTICLE 9. QUIET PERIODS OR BLACK-OUT PERIODS

3.3.  AMENDMENTS AND WAIVERS

3.4.  NON-COMPLIANCE PROCESS AND REPORTING

3.5.  NO RETALIATION

3.6.  TRAININGS, AUDITS AND OTHER MEASURES

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

Comisión Nacional Bancaria y de Valores in Mexico (“CNBV”);

United States Securities and Exchange Commission (“SEC”); and

U.S. Attorney Offices in the United States of America.

The Cemex Senior Vice President of Legal;

The Cemex Legal Corporate Finance Department; and

The Cemex Corporate Legal Compliance Department.

“Affiliate” means, with respect to any corporation, limited liability company, trust, joint venture, association, company, partnership, or other person, another corporation, limited liability company, trust, joint venture, association, company, partnership, or other person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the corporation, limited liability company, trust, joint venture, association, company, partnership, or other person in question. For purposes of this definition, “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the ability of a person or group of persons to, directly or indirectly, through the holding of securities, by contract or otherwise, execute any of the following acts: a) determine the decisions of the general shareholders’ meeting or equivalent governing body of a person; b) appoint or remove the majority of the directors, managers or other persons exercising similar functions in respect of a person; c) hold rights allowing to exercise the vote in respect of more than 50% of the capital stock of a person; or d) direct the management, strategy or main policies of a person.

“Business Unit” means any area of the Cemex Group with personnel, resources or assets. The term “Business Unit” also includes countries, regions, departments, divisions, functional areas (including global initiatives within the Cemex Group), companies or specific facilities (ready-mix plants, quarries, etc.) and their Presidents, Executive Vice-presidents, Vice-presidents, Directors or Business Unit Leaders.

“Business Unit Leader” means the head of any Business Unit.

“Cemex” means Cemex, S.A.B. de C.V.

“Cemex CFO” means Cemex’s Executive Vice-President of Finance and Administration and Chief Financial Officer or any other person with an equivalent title who may in the future exercise similar functions in relation to the matters contained herein.

“Cemex Corporate Legal Compliance Department” means the Cemex’s Corporate Legal Compliance Department of Cemex’s Global Legal Department or any other department which may in the future exercise similar functions in relation to the matters covered herein.

“Cemex Legal Corporate Finance Department” means Cemex’s Legal Corporate Finance Department of Cemex’s Global Legal Department or any other department which may in the future exercise similar functions in relation to the matters covered herein regarding general corporate finance matters and compliance with CNBV, BMV and SEC regulations, and in general with securities, stock markets and capital markets regulations.

“Cemex Group” means Cemex and its Affiliates.

“Cemex Internal Audit Department” means the Cemex’s Corporate Internal Audit or any other department which may in the future exercise similar functions in relation to the matters covered herein.

“Cemex Local Legal Department” means any Cemex Local Legal Department that supervises a specific region, country or Business Unit or any other local department which may in the future exercise similar functions in relation to the matters covered herein.

“Cemex Section 16 Insider” means any Cemex BODM or Cemex Section 16 Officer.

“Cemex Section 16 Officer” means any officer of Cemex who is subject to reporting obligations under Section 16(a) of the Securities Exchange Act of 1934.

“Cemex Securities” means, as applicable, the shares, notes, debentures, bonds, warrants, certificates, promissory notes, bills of exchange, and other securities issued by Cemex or any of Cemex’s Affiliates, registered or not in any registry, capable of circulating in an exchange at a given time, which are issued in series or in mass and represent the capital stock, a proportional part of a good or the participation in a collective credit or any individual credit right of or against Cemex or the corresponding Affiliate, in the terms of applicable national or foreign laws and regulations.

Any security issued by a Cemex Group company that is registered or not in any registry, stock market, or Stock Exchange;

Deposit certificates commonly known as “American Depositary Receipts” (“ADRs”) and/or Ordinary Participation Certificates (Certificados de Participación Ordinaria, “CPOs”) that have Cemex Securities as underlying security, or other instruments similar to the securities registered in any registry, securities market, or Stock Exchange; and

Derivative instruments, provided that they have as their underlying asset securities registered in any registry, stock market, or Stock Exchange.

“Cemex Securities Transactions” means those Transactions involving Cemex Securities carried out directly or indirectly by Cemex or any of Cemex’s Affiliates, Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management and/or Employees.

“Cemex Senior Management” means the senior management of the Cemex Group as identified in Cemex’s annual reports and/or other reports filed with the SEC and the CNBV, and/or any other persons determined by the Cemex Senior Vice President of Legal and ratified by the Cemex Board of Directors.

“Cemex Senior Vice President of Legal” means the person in charge of the Corporate Legal Department of Cemex, which can include, but not be limited, to general counsel, head of legal, etc. titles or offices, or any other officer or Employee which may in the future exercise similar functions in relation to the matters covered herein.

“Confidential Information” means information that the Cemex Group expressly classifies as such in its databases, submissions, documents, contracts, or agreements employed or submitted in the course of its business and/or that regulates the relationship with its customers or other parties or when it is classified as such in terms of the applicable legal provisions, or that by its nature is deemed confidential under the Cemex Group’s policies or applicable laws and regulations.

“Employees” means the individuals who occupy a position in or are directly or indirectly employed by any company of the Cemex Group.

“General Framework” means (i) the terms and conditions set forth in this Policy, (ii) applicable local laws and regulations to which each Employee is subject to, (iii) charter documents (e.g., by-laws, articles of incorporation or similar governing documents) of the Cemex Group; and (iv) any applicable Cemex Group internal policies.

“Guidelines”, refers to the guidelines, policies and control mechanisms required pursuant to Article 4 of the “Disposiciones De Carácter General Aplicables A Las Operaciones Con Valores Que Realicen Los Consejeros, Directivos Y Empleados De Entidades Financieras Y Demás Personas Obligadas” issued by the CNBV or any other guidelines, policies and control mechanisms required under other applicable laws and regulations to Cemex.

“Insider”, refers to:

Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management and Employees that have access to Material Non-Public Information;

Consultants to the Cemex Group or other persons associated with the Cemex Group, including distributors, sales agents or other partners that may, in the course of their work with the Cemex Group, receive access to Material Non-Public Information (as defined below); and

Household and immediate family members of those listed in (a) and (b) above.

“Material Information” means information in relation to which there is a substantial likelihood that a reasonable investor would consider the information to be important in making an investment decision or that the disclosure of such information would be viewed by a reasonable investor as significantly altering the overall information available to the public on the corresponding subject matter or that such disclosure is reasonably certain to have a substantial effect on the market price of a security, or that applicable laws and regulations identify as such.

Earnings announcements or estimates, or changes to previously released announcements or estimates;

Other unpublished financial results;

Write-downs and additions to reserves for bad debts;

Expansion or curtailment of operations;

New products, inventions or discoveries;

Major litigation or government actions;

Mergers, acquisitions, spin-offs, reorganizations, tender offers, joint ventures or changes in assets;

New analyst reports or changes in analyst recommendations or debt ratings;

Events regarding a company’s securities (e.g., registration processes in any registry, market or Stock Exchange, public offers, acquisitions or sale of the shares of Cemex or any of Cemex’s Affiliates, defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits, changes in dividends, changes to the rights of security holders or public or private sales of additional securities);

Changes in control of a company or extraordinary management developments;

Extraordinary borrowing;

Liquidity problems; and

Changes in auditors or auditor notification that a company may no longer rely on an audit report.

“Material Non-Public Information” means (i) Material Information which has not been disseminated in a manner making it available to all investors generally or that when disseminated sufficient time did not pass-by for the securities markets to digest the information, and/or (ii) that applicable laws and regulations identify as such.

Public filings with securities regulatory authorities;

Issuance of press releases;

Meetings with members of the press and the public that are simultaneously filed with securities authorities; or

Information contained in proxy statements and prospectuses.

“Material Public Information” means Material Information that has been officially released by the Cemex Group through a public filing with securities regulatory authorities; issuance of a press release; meetings with members of the press and the public that are simultaneously filed with securities authorities; or information contained in proxy statements and prospectuses.

“Policy” means this Insider Trading and Transactions with Cemex Securities Policy as may from time to time be changed, amended, restated and/or supplemented.

“Quiet Period” or “Black-Out Period” means the period in which Cemex Securities Transactions are NOT permitted.

The date set forth on a notification sent by the Cemex Corporate Legal Compliance Department or by the Cemex Senior Vice President of Legal informing of the beginning of a Quiet Period or Black-Out Period, and ends on the date set forth on the corresponding notification sent by the Cemex Corporate Legal Compliance Department or by the Cemex Senior Vice President of Legal through any communication channel of the Cemex Group informing the end of a Quiet Period or Black-Out Period; or

1 (one) calendar day after the closing of each calendar quarter (March, June, September and December), and ends, unless informed otherwise through any communication channel of the Cemex Group by the Cemex Senior Vice President of Legal or any person designated by the Cemex Vice President of Legal, at the end the second business day that follows the day the quarterly financial information of Cemex or the relevant Material Non-Public Information becomes Material Public Information (i.e., if Cemex publishes its quarterly results on a Thursday before the market opens, the Quiet Period would cover Friday and end Monday at 11:59 PM (U.S. Eastern Time), so that Cemex or any of Cemex’s Affiliates, any Cemex BODM, Affiliate BODM, Cemex Senior Management and/or Employees that received the Quiet Period or Black-Out Period notice can start Trading on 12:00 AM on Tuesday).

“Securities-Related Confidential Information” means Material Non-Public Information or Confidential Information related to securities registration processes in any registry, market or Stock Exchange, public offers, acquisitions or sale of Cemex’s own shares.

“Short Sales” include the following prohibited types of Transactions in Cemex Securities: you may not engage in short sales of Cemex Securities.

“Stock Compensation Plan” means any stock-based compensation plan implemented by the Cemex Group to eligible participants.

“Stock Compensation Vehicle” means any trust or similar vehicle capable of Trading in Cemex Securities whose investment decisions are made by Employees and established for the purpose of delivering and/or facilitating the delivery of Cemex Securities as compensation to Employees (or for similar purposes), including without being limited to any trust or similar vehicle that satisfies the conditions set forth in Article 57 of the Mexican Securities Market Law (Ley del Mercado de Valores) or in any other corresponding applicable Article of the Mexican Securities Law (Ley del Mercado de Valores), as amended.

“Stock Exchange” means Bolsa Mexicana de Valores, S.A.B. de C.V. and/or the New York Stock Exchange, and/or any stock exchange or market, in Mexico, the U.S. or outside of Mexico and the U.S., on which any Cemex Securities are listed at any given time, including but not limited to debt Cemex Securities listed on the Irish Stock Exchange plc and any other exchange on which notes or other securities of any company of the Cemex Group are listed on.

“Trading”, “Trade”, “Transaction” and “Transact” include (i) the purchase and/or sale of securities by any means, including without being limited to any investment direction under employee benefit plans and/or in the open market; (ii) the exercise of options with an immediate transfer of securities through a broker (“a cashless exercise”); (iii) the execution of any derivatives transaction with securities as the underlying asset; and (iv) other transaction or arrangement, whether or not for value, that directly or indirectly creates, modifies, transfers, or terminates any economic interest in or exposure to a security.

“UDI” means Mexican investment units (unidad de inversión) which are inflation indexed currency units.

1.

Carry out or cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to carry out any Cemex Securities Transaction when in possession of Material Non-Public Information;

2.

Carry out or cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to carry out any Cemex Securities Transaction during a Quiet Period or Black-Out Period;

3.

Carry out or cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to carry out any Short Sales involving Cemex Securities; or

4.

After carrying out or causing a Cemex Securities Transaction (acquisition or sale), execute or cause an opposite Cemex Securities Transaction (sale or acquisition, as applicable) within a period of 3 (three) months from the corresponding Cemex Securities Transaction.

Except as otherwise stated in this Policy, until any Material Non-Public Information becomes Material Public Information, any Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management member and Employee with knowledge of such Material Non-Public Information shall NOT Trade in Cemex Securities and shall NOT cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to Trade in Cemex Securities.

That the instruction to transfer the corresponding Cemex Securities released from any restriction, is formalized or notified to the corresponding plan administrator within 10 (ten) business days following the date of release of any restriction of the Cemex Securities granted under the Stock Compensation Plan, with the understanding that said term will be suspended when Cemex declares a Quiet Period or a Black-Out Period, and once such Quiet Period or Black-Out Period has concluded, the computation of the working days of the aforementioned period will continue; and

That the corresponding Cemex BODM, member of the Board of Directors of any Cemex Group company, Cemex Senior Management member and Employee have not acquired Cemex Securities, directly or indirectly, during a period of 3 (three) months prior to the date in which the instruction to the plan’s administrator to dispose of the Cemex Securities referred to in the previous paragraph plan is formalized or notified.

(1) Any Cemex BODM or Cemex Senior Management member must inform the Cemex Senior Vice President of Legal of their intention to (a) Trade in Cemex Securities, or (b) cause any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates to Trade in Cemex Securities, in each case, before Trading or causing a Trade.

Upon being informed of a potential Trade in Cemex Securities pursuant to I. above, the Cemex Senior Vice President of Legal shall inform the person intending to Trade or cause the Trade in Cemex Securities if Cemex or any of Cemex’s Affiliates has instructed or intends to instruct any Trade in Cemex Securities that may overlap with the intended Trade informed pursuant to I. above. In the affirmative case, the person who informed an intended Trade pursuant to I. above shall abstain from executing any such Trade or causing the execution of any such Trade, unless (a) the Trade instructed or intended to be instructed by Cemex or any of Cemex’s Affiliates would be part of a public offer (for example, purchasing CPOs or ADRs in a public offering by Cemex or selling CPOs or ADRs in a tender offer by Cemex), or (b) the Cemex Senior Vice President of Legal determines that an exemption applies pursuant to applicable laws and regulations. The Cemex Senior Vice President of Legal shall inform the person intending to Trade or cause the Trade in Cemex Securities of any other reason that may make the Trade in question illegal or unadvisable, in which case the Trade shall not be made or caused.

(1) Any Cemex BODM or Cemex Senior Management member must inform the Cemex Senior Vice President of Legal of (a) any Trade in Cemex Securities executed by them, or (b) any Trade in Cemex Securities caused by them to be executed by any Stock Compensation Vehicle, Cemex or any of Cemex’s Affiliates, in each case, on the same date of the corresponding Trade.

When informing of a Trade in Cemex Securities pursuant to the foregoing Section III., the person informing of the Trade in Cemex Securities must provide the following information: (i) whether the Trade in Cemex Securities was made in possession of Securities-Related Confidential Information; (ii) if made in possession of Material Non-Public Information or Securities-Related Confidential Information, whether the Trade in Cemex Securities was made in (a) in violation of, or (b) in reliance of any exemption provided by applicable laws and regulations or this Policy; (c) the details of the Trade in Cemex Securities (type of Trade, type, series, class and number of Cemex Securities involved in the Transaction, date executed, monetary amounts involved and known parties involved in the Cemex Securities Transaction); and (d) any other information requested by the Cemex Senior Vice President of Legal.

Any Employee must provide reports each time any such person carries out a Cemex Security Transaction when they have access to Material Non-Public Information or Securities-Related Confidential Information, including when either any such Transaction is executed (a) in violation of, or (b) in reliance of any exemption provided by applicable laws and regulations or this Policy. This report must be sent to the Cemex Senior Vice President of Legal, within 10 (ten) business days following the execution of the operation in question and must include the details of the Cemex Security Transaction (type of Trade, type, series, class and number of Cemex Securities involved in the Transaction, date executed, monetary amounts involved and known parties involved in the Cemex Securities Transaction), as well as any other information requested by the Cemex Senior Vice President of Legal.

Any Transaction reported pursuant to this Article 5 may be reported in the form attached hereto as Exhibit A. The Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal shall review any such reports.

Cemex BODM and any Cemex Senior Management member will have, in addition to any other obligation contained in this Policy and/or required by applicable laws and regulations, the following obligations:

1.  Obligation to inform the CNBV about any Cemex Securities Transaction (only when such Cemex Security represents Cemex’s outstanding capital stock or when required by applicable laws and regulations) carried out during a calendar quarter within 5 (five) business days after the end of each quarter, provided that the total amount operated within said period is equal to or greater than 1,000,000 UDIs, considering the value of the UDI at the end of the relevant quarter;  

2.  Obligation to inform the CNBV of the sales or acquisitions of Cemex Securities (only when such Cemex Security represents Cemex’s outstanding capital stock or when required by applicable laws and regulations) made within a period of 5 (five) business days, for an amount equal to or greater than 1,000,000 UDIs, considering the value of the UDI on the day of the last Cemex Security Transaction, on the business day following the date on which such amount is reached; and  

3.  Obligation to inform the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect (i) in January or February of each year under the annual questionnaires sent by Cemex, (ii) no later than the 15th (fifteenth) day of May of each year or (iii) at the request of the Cemex Senior Vice President of Legal, the number, series, and class of the Cemex Securities in which they are owners or beneficiaries, directly or indirectly, as well as the amount and percentage they represent with respect to Cemex´s capital stock (only when such Cemex Security represents a percentage of Cemex’s outstanding capital stock), through the form attached hereto as Exhibit B or any other form that may be required under applicable laws, regulations or rules.

SEC Rule 144: Sales of Cemex Securities representing Cemex’s outstanding capital stock made in the U.S. open market by a Cemex BODM or Cemex Senior Management member or any other Employee identified as a “Rule 144 Affiliate” by the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect must be made in compliance with SEC Rule 144 (as may be amended) or any other applicable laws, regulations and/or rules, as may be required.

As of the date of this Policy, SEC Rule 144 requires that:

1.  Such sales be made through ordinary broker transactions (and brokers may not receive more than a normal commission),

2.  Cemex be current in its filing requirements,

3.  The corresponding seller does not sell more than the “volume limitations” permitted by the rule in any three-month period, and

4.  If the corresponding seller is selling more than 500 ADRs (5,000 CPOs) or an aggregate of more than U.S.$50,000 in any three-month period, such seller file a Form 144 notice in the form attached as Exhibit C hereto (or any other form which may be required or replaces Form 144 under applicable laws, regulations or rules) electronically on the SEC’s EDGAR database.

For purposes of this paragraph, as of the date of this Policy, the “volume limitations” discussed above prohibit the corresponding seller from selling more than the greater of the following in any three-month period: (x) 1% of the outstanding class of Cemex Securities being sold, and (y) the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144.

•   Form 3, Initial Beneficial Ownership Statement. A Form 3 is due within 10 calendar days of becoming a Cemex Section 16 Insider, even if such person does not own any equity Cemex Securities at the time. The Form 3 must disclose such person’s position and ownership of any equity Cemex Securities as of immediately prior to assuming office.

•   Form 4, Changes of Beneficial Ownership Statement. A Form 4 is due 10:00 p.m., Eastern, on the second business day following any Transaction by a Cemex Section 16 Insider, whether directly or indirectly, in equity Cemex Securities. While limited reporting exemptions are available, a Cemex Section 16 Insider should assume that a Transaction in equity Cemex Securities would require a Form 4 filing.

•   Form 5, Annual Beneficial Ownership Statement. A Form 5 is due within 45 days after the end of Cemex’s fiscal year. A Form 5 would need to be filed if a Cemex Section 16 Insider had any Transaction that was specifically eligible for deferred reporting on Form 5 (such as acquisitions from gifts) or should have been reported during the last fiscal year but were not. A Form 5 need not be filed if all Transactions otherwise reportable have been previously reported (including voluntarily on a Form 4).

1.  Description of the Material Non-Public Information or the Securities-Related Confidential Information;

5.  Description of the documents accessed orconsulted that contain the Material Non-Public Information or the Securities-Related Confidential Information;

2.  Date, time, form and means by which the Material Non-Public Information or the Securities-Related Confidential Information became known to the person providing the information to the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect;

6.  Name and job title of the person providing the information to the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect; and

3.  Country in which the person providing the information to the Cemex Senior Vice President of Legal or any person designated by the Cemex Senior Vice President of Legal for such effect resides;

7.  Names of other persons who had knowledge of the corresponding Material Non-Public Information or Securities-Related Confidential Information being reported.

4.  Attachments (if applicable) of documents that contain the Material Non-Public Information or the Securities-Related Confidential Information;

Allow access to Material Non-Public Information or Securities-Related Confidential Information only to those Cemex BODM, members of the Board of Directors of any Cemex Group company, Cemex Senior Management, and Employees, who, due to the nature of their position or employment, find its knowledge essential;

An effective separation and control are kept with regards to the access of archives that contain Material Non-Public Information or Securities-Related Confidential Information pertaining to Cemex´s processes, substantive or business areas; and

Updating Cemex Code of Ethics and Business Conduct, this Policy, and other related policies, including the Cemex BODM manual (or equivalent document) when applicable.

Any Insider has the obligation to handle any Material Non-Public Information in a secure and discrete manner.

Any Insider who is in possession of Material Non-Public Information is PROHIBITED from sharing or communicating that information to anyone unless authorized in writing by their supervisor.

Unless otherwise permitted as per this Policy, every Insider who is in possession of Material Non- Public Information must ABSTAIN from Trading or causing a Trade with Cemex Securities.

ETHOSline, via online, phone, or e-mail;

Cemex Internal Audit Department;

Cemex Senior Vice President of Legal; or

Cemex Corporate Legal Compliance Department.

VALOR

(Emisora y Serie)

Domicilio para recibir notificaciones de la persona de que se trate o del representante autorizado (calle, número exterior e interior, colonia, delegación o municipio, código postal, ciudad, estadio, pais).

Teléfono: