The agenda to be discussed at the meeting is:

     I.    Resolution regarding a proposal of the Board of Directors to increase the variable portion of the capital stock, and to issue bonds convertible into shares; for which purpose a proposal will be made to issue up to 4.8 billion unsubscribed shares (equivalent to 1.6 billion CPOs or 160 million ADSs), to be initially held in the company's treasury and subsequently subscribed by the investing public through a public offer, in accordance with article 53 of the Securities Market Law or, if applicable, to effect the conversion of bonds issued pursuant to article 210 Bis of the Negotiable Instruments and Credit Transactions Law; preemptive subscription rights shall not be available in either case.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  The shares representing the increase in the capital stock will be represented by ordinary participation certificates ("CEMEX.CPO"), each CPO representing three ordinary shares. The proposal will be that the public offer and, if applicable, the issuance of convertible bonds, be carried out within a period of 24 months.