Contract
Exhibit 2.1.3
[Notarial Seal]
- - - VOLUME ONE THOUSAND TWO
HUNDRED SEVENTY. - - - - - - - -
- - - PUBLIC DEED NUMBER SIXTY ONE THOUSAND ONE HUNDRED NINETY SEVEN - - - - - - - - - - - - - - - - - - - - - - - -
- - - In Mexico City, Federal District, on the Twenty Third day of September of Two Thousand Fourteen, the undersigned XXXXX XXXXXXXX XXXXXXX XXXXXX, Notary Public Number One
Hundred Ninety Six of this city, hereby attest the AMENDMENT TO THE TRUST AGREEMENT REGISTERED UNDER NUMBER 111033-9 (ONE HUNDRED ELEVEN THOUSAND THIRTY THREE DASH NINE) EXECUTED ON SEPTEMBER 6 (SIX) OF 1999 (NINETEEN NINETY NINE) AT BANCO NACIONAL
DE MEXICO, SOCIEDAD ANONIMA, INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISION FIDUCIARIA, ENTERED INTO BY AND BETWEEN “BANCO NACIONAL DE MEXICO”, SOCIEDAD ANONIMA, INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISION FIDUCIARIA, represented
herein by XXXX XXXXX XXXX XXXXXXX AND XXXXXXX XXXXXX XXXXXXX, in their capacity as trust officers of such institution, hereinafter and for the purposes of this agreement referred to as the “TRUSTEE”; and “CEMEX”, SOCIEDAD
ANONIMA BURSATIL DE CAPITAL VARIABLE, represented herein by XXXX XXXXXXXXXX XXXXXX, in his capacity as attorney-in fact of said entity, hereinafter and for the purposes of this agreement referred to as “CEMEX”, before the
presence of the NATIONAL BANKING AND SECURITIES COMMISSION OF MEXICO, represented herein by XXXXXXX XXXXXX XXXXXXX, Vice-president of Securities’ Supervision; who agree to formalize their agreement pursuant to the following statements and
clauses:-
- - - - - - - - - - - - - SWORN OATH - - - - - - - - - - - -
- - -
The appearing persons, who under oath and after having been warned about the fines imposed to those persons who make misrepresentations to public officials, pursuant to articles three hundred eleven of the Criminal Code and one hundred sixty five of
the Notary Public Act of the Federal District, make the following:- - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - S T A T E M E N T S - - - - - -
- - -
- - - THE “TRUSTEE” DECLARES.- - - - - - - - - - - - - - - -
- - - ONE.- TRUST AGREEMENT.- That on September six of nineteen ninety nine, a Trust Agreement registered under number “111033-9” (one hundred eleven
thousand thirty three dash nine) was entered into by and between “CEMEX,” as
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Settlor, and the
“TRUSTEE”, as Trustee, in order to issue the Non-Redeemable Ordinary Participation Certificates denominated “CEMEX.CPO”. - - - - - - - - - - - - - - - - - - -
- - - TWO. - FIRST AMENDMENT AGREEMENT. - That on November twenty first of two thousand two, they entered into the First Amendment Agreement to the Trust Agreement, pursuant to
which the Fourth, Fifth and Eleventh Clauses of such Trust Agreement were amended. A copy of such amendment agreement is included under letter “A” in the appendix of this deed. - - -
- - - THREE. - SECOND AMENDMENT AGREEMENT. - That on January eight of two thousand seven, they entered into the Second Amendment Agreement to the Trust Agreement, pursuant to which
the Second, Fifth, Sixth, Seventh, Fourteenth and Fifteenth Clauses of such Trust Agreement were amended. A copy of such amendment agreement is included under letter “B” in the appendix of this deed. - - - - - - - - - - - - - - - - - - - -
- - - FOUR. - GENERAL MEETING OF HOLDERS OF NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATES DENOMINATED “CEMEX.CPO”. - That pursuant to public deed
number ten thousand forty four dated September eleven of two thousand fourteen, granted before Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx, Notary Public Number Seventy Five, with registered office in San Xxxxx Xxxxx Xxxxxx, Nuevo Xxxx, which registration in
the Public Registry of Commerce of Monterrey, Nuevo Xxxx is still pending, the minutes of the General Meeting of Holders of Non-redeemable Ordinary Participation Certificates of CEMEX, SOCIEDAD ANONIMA BURSATIL DE CAPITAL VARIABLE held on September
eleven of two thousand fourteen were protocolized, that in such meeting, the “CEMEX.CPO” Holders approved, among other things, and amendment to Clause Nineteenth of the Trust Agreement for purposes of conforming the text of said Clause to
the provisions of articles two hundred twenty eight, letter S and two hundred twenty of Mexico’s General Law on Negotiable Instruments and Credit Transactions, regarding Quorum and voting at General Meetings of Holders of Non-redeemable
Ordinary Participation Certificate “CEMEX.CPO”, leaving the rest of the Clauses of the Trust Agreement unamended. A copy of such public deed is included under letter “C” in the appendix of this deed. - - - - - - - - - -
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- - - FIVE. - MINUTES OF THE
MEETING OF THE TECHNICAL COMMITTEE. - The Technical Committee of the Trust No. “111033-9” (one hundred eleven thousand thirty three dash nine), at a meeting held on September eleven of two thousand fourteen, instructed the
“TRUSTEE” to execute all necessary or convenient actions in order to amend Clause Nineteenth of the Trust Agreement so that the text of such Clause would conform to the terms included in the proposal submitted at the General Meeting of
Holders of Non-redeemable Ordinary Participation Certificates “CEMEX.CPO”, leaving the rest of the Clauses of the Trust Agreement unamended, and subject to the condition precedent of obtaining the corresponding favorable resolution from
the National Banking and Securities Commission of Mexico. A copy of such minutes is included under letter “D” in the appendix of this deed.
- - - - - -
SIX. - NOTICE TO THE NATIONAL BANKING AND SECURITIES COMMISSION OF MEXICO. - The “TRUSTEE” and “CEMEX” sent a written notice to the National Banking and Securities Commission of Mexico requesting the latter’s approval for
the execution of this amendment to the Trust Agreement Number “111033-9” (one hundred eleven thousand thirty three dash nine) pursuant to the aforementioned terms, a copy of which is included under letter “E” in the appendix of
this deed.
- - - SEVEN. - OFFICAL LETTER OF APPROVAL FROM THE NATIONAL BANKING AND SECURITIES COMMISSION OF MEXICO. - That in relation to the request described in
the previous statement, an official letter of approval for the proposed amendment by the “TRUSTEE” and “CEMEX” was issued by the National Banking and Securities Commission of Mexico. A copy of such document is included under
letter “F” in the appendix of this deed. -
- - - THE PARTIES JOINTLY DECLARE: - - - - - - - - - - - - - -
- - - That they freely enter into this amendment agreement, pursuant to the following: - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - C L A U S E S - - - - - - - - - - - -
- - - FIRST. - AMENDMENT TO
CLAUSE NINETEENTH OF THE TRUST AGREEMENT.- THE “TRUSTEE” AND “CEMEX”, pursuant to the resolutions passed at the General Meeting of Holders of Non-redeemable Ordinary Participation Certificates of CEMEX, SOCIEDAD ANONIMA BURSATIL
DE CAPITAL VARIABLE and the
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instructions given by the
Technical Committee, documents which are herein described in statements FOUR and FIVE above, hereby xxxxx Xxxxxx NINETEENTH of the Trust Agreement No. “111033-9” (one hundred eleven thousand thirty three dash nine), which shall now read as
follows: - - - - - - - - - - - - - - “NINETEENTH. MODIFICATIONS - - - - - - - - - - - - - - - - - - This Agreement shall not be amended in any of its clauses, without prior approval from the Technical Committee, with the consent of the General
Meeting of Holders and with the approval of the National Banking and Securities Commission of Mexico; provided, however, that in order to amend the Clause regarding the integration and operation of the Technical Committee, holders of at least 75% of
the outstanding CPOs must be represented at the General Meeting of Holders and resolutions must be approved by the affirmative vote of at least 50% plus one of the votes cast at the General Meeting called and held for such purpose.” - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SECOND. - SURVIVAL. - The rest of the Clauses of the Trust Agreement No. “111033-9” (one hundred eleven thousand thirty three dash nine), pursuant to which the Non-redeemable
Ordinary Participation Certificates “CEMEX.CPOs” were issued are to remain in their current form and in full force and effect. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - I, THE NOTARY PUBLIC, ATTEST: - - - - - -
- - - - - I. - That the originals of the documents mentioned in this deed, as well as those described in the appendix of this deed, were shown to me. - - - - - - - - - - - - - - - - - - - - - - II. - That I verified the identities of the appearing
persons after reviewing the documents mentioned below which were shown to me in their original form and of which photocopies I attached to the appendix of this deed under letter “G”, whom I consider to have legal capacity to act and be
legally bound. - - - - - - - - - - - - - - - - - - - - - - - - - - III. - That I made the appearing persons aware of their right to read this deed by themselves. - - - - - - - - - - - - - - - IV. - That the appearing persons stated that their
represented parties have the legal capacity to act and be legally bound and that their authority to bind their
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represented parties under the
terms and conditions set forth herein has not expired, all of which I certify to be true pursuant to the documents attached to the appendix of this deed marked with the letters “H”, “I” and “J”, which I describe below:
- - - - - - - - - - - - - - - - - - - - - - - - - - Xx. XXXX XXXXX XXXX XXXXXXX and Xx. XXXXXXX XXXXXX XXXXXXX with a certified copy of the public deed number sixty four thousand four hundred seventy three dated August thirty first
of two thousand eleven, granted before Xxxxxxx Xxxxx Xxxxxxx, Notary Public Number One with Registered Office in the Federal District. - - - - - - - - - - - - - - - - - - - - - - - Xx. XXXX XXXXXXXXXX XXXXXX with a certified copy of the
public deed number twenty eight thousand six hundred seventy one dated October eight of two thousand seven, granted before Xxxx Xxxxxx Xxxxxx, Notary Public Number One Hundred Twenty Nine with Registered Office in the First District of the
municipality of San Xxxxx Xxxxx Xxxxxx, Nuevo Xxxx. - - - - - - - - And Xx. XXXXXXX XXXXXX XXXXXXX with a copy of his appointment letter. - - - - - - - - - - - - - - - - - - - - - - - - V. - That the appearing persons, after having been warned
by the undersigned Notary Public about the fines imposed to those persons who make misrepresentations to public officials, identified themselves under oath as: - - - - - - - Xx. XXXX XXXXX XXXX XXXXXXX, a Mexican national by birth,
daughter of Mexican citizens, born on December five of nineteen sixty six, single, a professional, with address at Xxxxxxx del Xxxxx numero trescientos cincuenta, primer piso, Colonia del Xxxxx, Xxx Xxxxx Xxxxx Xxxxxx, Nuevo Xxxx, who is visiting
this city for the purpose of executing this deed, and who identifies herself with ordinary passport number “G” two million one hundred sixty four thousand seven hundred sixteen, issued by the Ministry of Foreign Affairs on December sixteen
of two thousand eight. - - - - - - - - - - - - - - Xx. XXXXXXX XXXXXX XXXXXXX, a Mexican national by birth, son of Mexican citizens, born in this city on February fifteen of nineteen sixty eight, married, a banking official, with address at
Bosque de Duraznos numero setenta y cinco, Pent House, Colonia Bosques de las Lomas, Delegacion Xxxxxx Xxxxxxx, and who identifies himself with passport number six
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thousand three hundred seventy
million twenty six thousand four hundred forty seven, issued by the Ministry of Foreign Affairs on August thirty of two thousand six. - - - - - - - - - - - Xx. XXXX XXXXXXXXXX XXXXXX, a Mexican national by birth, son of Mexican citizens, born
in Monterrey, Nuevo Xxxx on July first of nineteen sixty, married, a professional, with address at Presidente Xxxxxxx numero ciento uno, piso dieciocho, Colonia Xxxxxxx, in this city, and who identifies himself with voting card number thirty four
million one hundred eighteen thousand eight hundred eleven, registration year of nineteen ninety one, issued by the Federal Electoral Institute. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Xx. XXXXXXX XXXXXX XXXXXXX, a Mexican
national by birth, son of Mexican citizens, born in Zapopan, Jalisco on August twenty five of nineteen eighty, married, a public official, with address at Insurgentes sur mil novecientos setenta y uno, Torre Norte, piso siete, código postal
mil veinte, Colonia Xxxxxxxxx Inn, in this city, and who identifies himself with voting card number “4931087126784”, issued by the Federal Electoral Institute. - - - - - - - - - - - - - Once this deed was read by the appearing persons and
by I, the undersigned Notary Public, I explained to the formers its value and legal consequences of its contents, after which each one of the appearing persons acknowledged to fully understand them, expressing their conformity with it and proceeded
to sign it on September twenty three of two thousand fourteen, therefore I DEFINITELY AUTHORIZE IT. I attest. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - XXXX XXXXX XXXX XXXXXXX. - SIGNED. - XXXXXXX XXXXXX XXXXXXX. - SIGNED. -
XXXX XXXXXXXXXX XXXXXX. - SIGNED. - XXXXXXX XXXXXX XXXXXXX. - SIGNED. - X. XXXXXXX. - SIGNED. - AUTHORIZING SEAL. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - THE
UNDERSIGNED XXXXX XXXXXXXX XXXXXXX XXXXXX, NOTARY PUBLIC NUMBER ONE HUNDRED NINETY SIX OF THE FEDERAL DISTRICT, - - - - - - - - - - - - - - - - - - - - - - - - - - - - - C E R T I F Y: THAT THE FOREGOING IS A TRUE AND ACCURATE COPY OF ITS ORIGINAL
RECORDED IN MY NOTARIAL JOURNAL. - - - - - - - - - - - - - - - - - - - - - - - - - - -
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- - - AND ATTESTING TO THE
VERACITY OF IT, PURSUANT TO ARTICLE ONE HUNDRED FIFTY FOUR, FIRST PARAGRAPH OF THE NOTARY PUBLIC ACT OF THE FEDERAL DISTRICT, I ISSUE THIS CERTIFIED COPY WHICH IS PROTECTED BY A KINEGRAM AND CONSISTS OF SIX COLLATED AND CORRECTED PAGES. FEDERAL
DISTRICT, MEXICO, ON SEPTEMBER TWENTY THIRD OF TWO THOUSAND FOURTEEN. I ATTEST.
[Official seal of the Federal District’s
Association of Notaries]
[Illegible signature]
[Notarial Seal]
XXXXX XXXXXXXX XXXXXXX XXXXXX
NOTARY PUBLIC NO. 196 OF THE FEDERAL DISTRICT
