Item One of the Agenda: One.- Examination and approval, as the case may be, of the individual Annual Accounts and the Directors Report of Cemex Latam Holdings, S.A. for the year ended 31 December 2013. Proposed resolution relating to item One of the Agenda: To approve the individual annual accounts of CEMEX LATAM HOLDINGS, S.A., comprising the balance sheet, profit and loss account, statement of changes in net assets, cash-flow statement and annual report, for the financial year ended 31 December 2013, which were drawn up by the Board of Directors at its meeting dated 12 March 2014 and verified by the Company s auditors, KPMG Auditores, S.L. In addition, to approve the Directors Report of CEMEX LATAM HOLDINGS, S.A. for the financial year ended 31 December 2013, drawn up by the Board of Directors at its meeting dated 12 March 2014 and verified by the Company s auditors, KPMG Auditores, S.L., which comprises: - The Annual Corporate Governance Report, - The Report on Systems for the Management and Supervision of Risks, - The Report on Directors, Senior Officers and their Remuneration. - The Best Corporate Practices Questionnaire ( Encuesta Código País Colombia ), All these documents attached as an Appendix to the Minutes of this General Meeting.
Item Two of the Agenda:: Two.- Examination and approval, as the case may be, of the Board of Directors actions during the financial year ended 31 December 2013. Proposed resolution relating to item Two of the Agenda: To approve the conduct of business and the actions carried out by the Board of Directors of CEMEX LATAM HOLDINGS, S.A. during the financial year ended 31 December 2013.
Item Three of the Agenda: Three.- Examination and approval, as the case may be, of the proposed appropriation of the profit or loss for the financial year ended 31 December 2013. Proposed resolution relating to item Three of the Agenda: To approve the proposed appropriation of the profit for the financial year ended 31 December 2013, amounting to 28.076.247,53 Euros, submitted by the Board of Directors at its meeting held on 12 March 2014, as follows: Distribution Euros Legal reserves 2.807.624,75 Offset prior periods losses 2.291.841,76 Voluntary reserves 22.976.781,02 Total 28.076.247,53
Item Four of the Agenda: Four.- Approval of the aggregate amount of the Board of Directors annual remuneration. Proposed resolution relating to item Four of the Agenda: "To approve and fix, pursuant to article 48.4 of the Articles of Association, the maximum aggregate annual amount of the Board of Directors compensation at TWO HUNDRED SIXTY SIX THOUSAND AND FOUR HUNDRED EUROS (266.400 ). The Board of Directors shall be responsible for fixing the exact amount payable within the above limit set by the General Shareholders Meeting, and its distribution among the Directors, upon the proposal from the Nominating and Compensation Committee. The aforementioned aggregate amount of the Board of Directors annual remuneration shall be applicable for the financial year 2014, effective from 1 January 2014. Until and unless amended by a new resolution of the General Shareholders Meeting, such amount shall be updated and/or reviewed on a yearly basis with reference to the variation in the General National Index for Consumer Prices Index System ( Indice de Precios al Consumo"), published by the Spanish National Statistics Institute ( Instituto Nacional de Estadística de España ) or any agency replacing the latter, for the preceding annual calendar period ended 31 December. Explanatory note concerning the proposed resolution relating to item Four of the Agenda: Pursuant to article 48.4 of the current Articles of Association, the General Shareholders Meeting adopted, on May 15, 2013, the resolution to approve and establish, as a maximum aggregated amount of the Board of Directors annual remuneration, the amount of TWO HUNDRED THOUSAND EUROS (200.000 ).
The proposed resolution relating Item Four of the Agenda, which represents an increase of SIXTY SIX THOUSAND FOUR HUNDRED EUROS (66.400 ) with respect to the referred maximum aggregated amount of the Board of Directors annual remuneration for financial year 2013, is justified by the following: 1) With effects as of 1 January 2014, the Executive Director, Mr. Jaime Elizondo Chapa, will start receiving a fixed gross annual remuneration for the same amount than the one proposed for the External Independent Directors of the Company. 2) The Executive Director and the three External Independent Directors of the Company will each receive a fixed gross annual remuneration of 48.600 Euros (equivalent to approximately US$ 65,000), which represents an approximate increase of 7.480 Euros (equivalent to approximately US$ 10,000) with respect to the amount payable to each External Independent Director as fixed gross annual remuneration for financial year 2013. 3) According to the Market Research carried out, the amount proposed as fixed gross annual remuneration for financial year 2014 is in line with the average remuneration received by Directors of other companies listed on the Stock Market of Colombia, which has been taken as a reference since this is the Market where the shares of the Company are quoted. Such average remuneration amounts to US$ 75,000 (equivalent to approximately 56.000 Euros), which exceeds the amount proposed. 4) In financial year 2013, the External Independent Directors received attendance fees only in respect to meetings of the Board of Directors and/or its Commissions held physically. With effects as of 1 January 2014, attendance fees for the meetings of the Board of Directors and/or its Commissions will be paid either if the meetings are held physically or through video-conference. This change is justified taking into account the workload of the aforesaid Company s bodies.
Agenda Item Five of the Agenda: Five.- Conferring powers to legalize, amend, register and execute the resolutions adopted by the General Shareholders Meeting, specifying, as the case may be, the terms ancillary thereto and to do such things as may be required or expedient to execute the same. Proposed resolution relating to item Five of the Agenda: Notwithstanding the powers included in the preceding resolutions, to confer on the Chairman and Chief Executive Officer, Mr. Jaime Gerardo Elizondo Chapa, the Vice-Chairman Mr. Juan Pablo San Agustín Rubio and the Director Secretary Mr. Juan Pelegrí y Girón such joint and several powers, which shall be construed as broadly as necessary to execute the resolutions adopted by the Company s General Shareholders Meeting, including legalization of the aforementioned resolutions, execution of such public or private documents as may be necessary, publication of any notices as may be appropriate or required by law, filing of the same in such registries as may be required and doing such other things and taking such actions as may be necessary for that purpose; and shall furthermore be authorized, inter alia, to rectify, clarify, interpret, complete, elaborate on or specify, as the case may be, the resolutions adopted and, in particular, rectify any defects, omissions or errors observed, including those raised by the Companies Register s oral or written assessment, and which may prevent the decision from taking effect.
Item Six of the Agenda: Six.- Drawing up and approving the minutes of the Meeting by any of the means provided for by Law. Final explanatory note for Shareholders: In order to fully comply with the provisions of the Law, the Articles of Association and the Regulations of the General Shareholders Meeting of CEMEX LATAM HOLDINGS, S.A., this document includes the proposed text of each of the resolutions, as listed on the agenda, which are submitted to the approval of the Company s Shareholders. For the record, as advised in the Notice of the Meeting, the Board of Directors has resolved that a Notary shall be present at the meeting to issue the relevant deed which shall incorporate the minutes of that Meeting, in accordance with the provisions of article 203 of the Companies Act in relation to articles 101 and 103 of the Regulations of the Companies Registry.