Cemex 2012 Annual Report Download - page 101

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Notes to the
consolidated
financial
statements
101
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As of December 31, 2012 and 2011, the common stock of CEMEX, S.A.B. de C.V. was represented as follows:
2012 2011
Shares 1 Series A 2 Series B 3 Series A 2 Series B 3
Subscribed and paid shares 21,872,295,096 10,936,147,548 20,939,727,526 10,469,863,763
Unissued shares authorized for stock compensation programs 1,155,804,458 577,902,229 250,782,926 125,391,463
Shares that guarantee the issuance of convertible securities 4 6,162,438,520 3,081,219,260 5,932,438,520 2,966,219,260
Shares authorized for the issuance of stock or
convertible securities 5 4,146,404 2,073,202 7,561,480 3,780,740
29,194,684,478 14,597,342,239 27,130,510,452 13,565,255,226
1 As of December 31, 2012 and 2011, 13,068,000,000 shares correspond to the fixed portion, and 30,724,026,717 shares in 2012 and
27,627,765,678 shares in 2011, correspond to the variable portion.
2 Series “A” or Mexican shares must represent at least 64% of CEMEX’s capital stock.
3 Series “B” or free subscription shares may represent up to 36% of CEMEX’s capital stock.
4 Shares that guarantee the conversion of both the voluntary and mandatorily convertible securities (note 16B).
5 Shares authorized for the issuance of stock through a public offer or through the issuance of convertible securities.
On February 23, 2012, stockholders at the annual ordinary shareholders’ meeting approved resolutions to: (i) increase the variable
common stock through the capitalization of retained earnings by issuing up to 1,256.4 million shares (418.8 million CPOs), which
shares were issued, representing an increase in common stock of approximately $3.4, considering a nominal value of $0.00833
per CPO, and additional paid-in capital of approximately $4,133.8; (ii) increase the variable common stock by issuing up to 345
million shares (115 million CPOs),which will be kept in CEMEX’s treasury to be used to preserve the anti-dilutive rights of note
holders pursuant CEMEX’s convertible securities (note 16B); (iii) the cancellation of 5,122 million treasury shares, which were
not subject to public offer or convertible notes issuance in the 24 months period authorized by the extraordinary shareholders
meeting held on September 4, 2009; and (iv) increase the variable common stock by issuing up to 1,500 million shares (500
million CPOs) which will be kept in CEMEX’s treasury and used to be subscribed and paid pursuant to the terms and conditions of
CEMEX’s long-term compensation stock program (note 21), without triggering the shareholders’ preemptive rights.
On February 24, 2011, stockholders at the extraordinary shareholders’ meeting approved an increase in the variable portion
of our capital stock of up to 6 billion shares (2 billion CPOs). Pursuant to the resolution approved by CEMEX, S.A.B. de C.V.’s
stockholders, the subscription and payment of the new shares may occur through a public offer of CPOs and/or the issuance of
convertible securities. These shares are kept in CEMEX’s treasury as a guarantee for the potential issuance of shares through
CEMEX’s convertible securities (note 16B).
On February 24, 2011, stockholders at the annual ordinary shareholders’ meeting approved resolutions to: (i) increase the variable
common stock through the capitalization of retained earnings, issuing up to 1,202.6 million shares (400.9 million CPOs) based
on a price of $10.52 per CPO. Stockholders received 3 new shares for each 75 shares held (1 new CPO for each 25 CPOs held),
through the capitalization of retained earnings. As a result, shares equivalent to approximately 401 million CPOs were issued,
representing an increase in common stock of approximately $3, considering a nominal value of $0.00833 per CPO, and additional
paid-in capital of approximately $4,213; and (ii) increase the variable common stock by up to 60 million shares (20 million CPOs)
issuable as a result of antidilution adjustments upon conversion of CEMEX’s convertible securities (note 16B). These shares are
kept in CEMEX’s treasury. There was no cash distribution and no entitlement to fractional shares.