UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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For the month of September, 2014
Commission File Number: 001-14946
CEMEX, S.A.B. de C.V.
(Translation of Registrant's name into English)
Avenida Ricardo Margáin Zozaya #325, Colonia Valle del Campestre
Garza García, Nuevo León, México 66265
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Contents
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1.
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Notice for CEMEX, S.A.B. de C.V.’s (“CEMEX”) (NYSE:CX) General Meeting of Holders of CEMEX’s Non-Redeemable Ordinary Participation Certificates to be held on October 27, 2014 in the city of San Pedro Garza García, Nuevo León, Mexico.
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2.
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Supplemental information to the agenda for the General Meeting of Holders of CEMEX’s Non-Redeemable Ordinary Participation Certificates.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, CEMEX, S.A.B. de C.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CEMEX, S.A.B. de C.V.
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(Registrant)
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Date:
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September 18, 2014
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By:
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/s/ Rafael Garza
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Name:
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Rafael Garza
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Title:
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Chief Comptroller
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EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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1.
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Notice for CEMEX, S.A.B. de C.V.’s (“CEMEX”) (NYSE:CX) General Meeting of Holders of CEMEX’s Non-Redeemable Ordinary Participation Certificates to be held on October 27, 2014 in the city of San Pedro Garza García, Nuevo León, Mexico.
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2.
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Supplemental information to the agenda for the General Meeting of Holders of CEMEX’s Non-Redeemable Ordinary Participation Certificates.
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Exhibit 1
Banco Mercantil del Norte, S.A., Institución de Banca Múltiple
Grupo Financiero Banorte (División Fiduciaria)
Notice
General Meeting of Holders of
Non-Redeemable Ordinary Participation Certificates
“Cemex.CPO”
The Holders of Non-Redeemable Ordinary Participation Certificates issued by CEMEX, S.A.B. de C.V. are hereby summoned to a General Meeting of Holders which shall be held at First Notice at the Club Industrial, located at Avenida Parteaguas number 698, Colonia Los Arcángeles, in the city of San Pedro Garza García, Nuevo León, Mexico, on October 27 (twenty seven), 2014 (two thousand fourteen) at 10:00 (ten) hours, to resolve with respect to the following matters:
Agenda for the Meeting
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I.
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Presentation, discussion and approval, if any, of a proposal to modify Clause Twelfth the Trust Agreement number 111033-9 dated September 6, 1999 entered into by Banco Nacional de México, Sociedad Anónima, Integrante del Grupo Financiero Banamex, División Fiduciaria as Trustee and Cemex, S.A.B. de C.V. as Trustor, pursuant to which the non-redeemable ordinary participation certificates “Cemex.CPO” are issued, (the “Trust”), appoint the President of the Trust’s Technical Committee and restate the Trust’s current clauses in one single document.
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II.
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The appointment of Special Delegates.
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III.
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Reading and Approval of the Minutes of the Meeting.
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The Holders of the Non-Redeemable Ordinary Participation Certificates “CEMEX.CPO” are hereby informed that the access cards for the Meeting shall be delivered upon presentation of the corresponding deposit certificate issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., and, if applicable, with the special lists referred to in the Mexican Securities Market Law (Ley del Mercado de Valores). The corresponding access cards shall be requested and picked-up during business days at the offices of the Common Representative, Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte, División Fiduciaria, located at Avenida Revolución number 3000 South, Colonia Primavera, 4° floor, in this city, no later than 13:00 hours, on October 20, 2014.
Monterrey, Nuevo León, as of September 17, 2014.
Banco Mercantil del Norte, S.A., Institución de Banca Múltiple
Grupo Financiero Banorte (División Fiduciaria)
Common Representative for the Holders
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/s/ Alejandro Tarín Villamar
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/s/ Sofía Kers Guerrero
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Lic. Alejandro Tarín Villamar
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Lic. Sofía Kers Guerrero
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Trustees Delegates
Exhibit 2
SUPPLEMENTAL INFORMATION TO THE AGENDA FOR THE GENERAL MEETING OF HOLDERS OF NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATES “CEMEX.CPO” OF CEMEX, S.A.B. DE C.V. TO BE HELD ON OCTOBER 27, 2014
Why is this CPO Holders' Meeting being called?
At this CPO Holders’ Meeting, holders of at least 75% of the outstanding ordinary participation certificates “CEMEX.CPO”, or CPOs, must be represented at the CPO Holders’ Meeting and resolutions must be approved by the affirmative vote by a majority of the votes validly cast by CPO Holders, in order to modify Clause Twelve of the Trust Agreement number 111033-9, dated September 6, 1999, pursuant to which the CPOs are issued (as amended, from time to time, the “Trust”), entered into by and between Banco Nacional de México, Sociedad Anónima, Integrante del Grupo Financiero Banamex, División Fiduciaria, as Trustee, and CEMEX, S.A.B. de C.V. (“CEMEX”) as Trustor, to: (A) appoint a new Chairman of the Trust’s Technical Committee (the “Trust Technical Committee Chairman”) as a consequence of Mr. Lorenzo H. Zambrano’s passing. Mr. Zambrano was the Chairman of CEMEX’s Board of Directors and the Chairman of the Trust’s Technical Committee; (B) include a procedure for the appointment of the Trust Technical Committee Chairman in the event of resignation, death, disability, absence or any other similar cause which results in his or her permanent absence; and (C) eliminate references to Examiner (Comisario), a position that is not applicable to Publicly Traded Stock Corporation such as CEMEX.
Furthermore, the Trust’s clauses will be restated into a single document to consolidate amendments made to the Trust since its incorporation up until the date of this CPO Holders’ Meeting.
What is the rationale for the proposed amendments to the Trust?
On May 12, 2014, Mr. Lorenzo H. Zambrano, CEMEX’s Board of Directors Chairman and the Trust Technical Committee Chairman passed away. The Trust currently provides Mr. Lorenzo H. Zambrano authority to appoint, replace or remove the members of the Technical Committee; however there is no reference to the process to be followed in the event of permanent absence of the Trust Technical Committee Chairman. On May 15, 2014, CEMEX’s Board of Directors appointed Mr. Rogelio Zambrano Lozano as its Chairman.
In regards with the aforementioned, it is necessary for CPO Holders to approve the amendments to Clause Twelve of the Trust in order to appoint the Trust Technical Committee Chairman and include a procedure for the appointment of the Trust Technical Committee Chairman in the event of resignation, death, disability, absence or any other similar cause which results in his or her permanent absence.
What would the amendments to the Trust Agreement consist of?
It will be proposed to amend Clause Twelve of the Trust in order to: (A) appoint Mr. Rogelio Zambrano Lozano, current Chairman of CEMEX’s Board of Directors, as the Trust Technical Committee Chairman; (B) include a procedure for the appointment of the Trust Technical Committee Chairman in the event of resignation, death, disability, absence or any other similar cause which results in his or her permanent absence. As per the terms of Article 143 of the General Law of Business Companies (Ley General de Sociedades Mercantiles), said procedure would be as follows: in the event of resignation, death, disability, absence or any other similar cause which results in the permanent absence of the Trust Technical Committee Chairman, then the new Trust Technical Committee Chairman would be the member of CEMEX’s Board of Directors that is next in the order of appointment of CEMEX’s Board of Directors approved at the CEMEX Ordinary Shareholders’ Meeting immediately preceding the act or event; and (C) eliminate references to Examiner (Comisario), a position that is not applicable to Publicly Traded Stock Corporation such as CEMEX.
Where can I get more information about CEMEX’s capital stock?
For complete information about CEMEX’s CPOs, ADSs and common stock, you should visit our website at www.cemex.com and read CEMEX’s public filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.
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