CEMEX, S.A.B. de C.V. announced that it has commenced a tender offer to purchase the outstanding 3.875% Notes due 2031 (the “2031 Notes”), 5.200% Notes due 2030 (the “2030 Notes”) and 5.450% Notes due 2029 (the “2029 Notes” and, collectively with the 2031 Notes and the 2030 Notes, the “Notes”), in each case issued by CEMEX, for an aggregate purchase price, excluding accrued and unpaid interest, of up to U.S.D 400,000,000 (the “Aggregate Maximum Tender Amount”), subject to purchase in accordance with the acceptance priority level for each series of Notes (the “Acceptance Priority Level”) and priority for early tenders and possible proration as described in CEMEX's Offer to Purchase dated September 14, 2022. The Notes will be purchased in accordance with the Acceptance Priority Level (in numerical priority order) as set forth in the table above, and proration of the 2031 Notes, the 2030 Notes or the 2029 Notes will be determined in accordance with the terms of the Tender Offer. If CEMEX purchases any Notes in the Tender Offer, Notes tendered at or prior to 8:00 a.m., New York City time, on September 28, 2022 (the “Early Tender Date”), will be accepted for purchase in priority to other Notes tendered after the Early Tender Date even if such Notes tendered after the Early Tender Date have a higher acceptance priority than Notes tendered prior to the Early Tender Date.

If at the Early Tender Date the aggregate purchase price, excluding accrued and unpaid interest, of Notes validly tendered exceeds the Aggregate Maximum Tender Amount, CEMEX reserves the right, at its option, not to accept any additional Notes tendered by holders of Notes after the Early Tender Date. If Notes are validly tendered such that the aggregate purchase price, excluding accrued and unpaid interest, of such Notes exceeds the Aggregate Maximum Tender Amount, CEMEX will accept for purchase only the Aggregate Maximum Tender Amount of such Notes (unless increased at the discretion of CEMEX). Such Notes will be purchased in accordance with the Acceptance Priority Level, so that all such Notes having a higher Acceptance Priority Level will be accepted for purchase before any tendered Notes having a lower Acceptance Priority Level are accepted, and will be subject to proration described in the Offer to Purchase.

For the avoidance of doubt, the Notes tendered prior to the Early Tender Date will have priority over those Notes tendered after the Early Tender Date notwithstanding any acceptance priority that may exist. Holders of Notes that are validly tendered at or prior to the Early Tender Date and whose Notes are accepted for purchase will be entitled to receive the applicable Total Consideration, which includes an early tender premium equal to U.S.D 30.00 per U.S.$1,000 principal amount of Notes (the “Early Tender Premium”). Holders who tender Notes after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on October 12, 2022 and whose Notes are accepted for purchase will be entitled to receive only the applicable Base Consideration per U.S.D 1,000 principal amount of Notes, which amount is equal to the applicable Total Consideration less the Early Tender Premium.

Holders who validly tender their Notes in the Tender Offer and whose Notes are accepted for purchase will also receive accrued and unpaid interest on the Notes from the last interest payment date preceding the applicable settlement date to, but not including, such settlement date. Holders of Notes who tender their Notes before the withdrawal deadline, which is 8:00 a.m., New York City time, on September 28, 2022, unless extended, may not withdraw their Notes after the withdrawal deadline, unless otherwise required by law. Holders who tender their Notes after the withdrawal deadline may not withdraw their Notes, unless otherwise required by law.

If, at the Early Tender Date, the aggregate purchase price, excluding accrued and unpaid interest, exceeds the Aggregate Maximum Tender Amount (i.e., the Tender Offer is “fully subscribed”), CEMEX has the option not to accept any additional Notes tendered after the Early Tender Date even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date. CEMEX reserves the right, subject to applicable law, to extend, withdraw or terminate the Tender Offer, increase or decrease the Aggregate Maximum Tender Amount or otherwise amend the terms of the Tender Offer. The Tender Offer will expire at 11:59 p.m., New York City time, on October 12, 2022 and is subject to, and conditioned upon, the satisfaction or waiver of the general conditions described in the Offer to Purchase.

CEMEX intends to finance the purchase of the Notes tendered pursuant to the Tender Offer, and to pay all fees and expenses in connection therewith, with proceeds from CEMEX's available cash and/or borrowings under, but not limited to, the revolving tranche of CEMEX's credit agreement, dated as of October 29, 2021 (as amended and/or restated from time to time), or other facilities.