EX-4.51



 Exhibit 4.51 
 



 
 ADHERENCE DEED FOR THE SHARE PLEDGE POLICY OF CEMEX ESPAÑA, S.A. GRANTED BY THE ENTITIES “THE BANK OF NEW YORK MELLON”
and “CEMEX ESPAÑA, S.A.” 
NUMBER ONE THOUSAND TWENTY FIVE 
In
Madrid, at my office on the fifth day of March of two thousand fifteen. 
Before me, ANTONIO PÉREZ-COCA CRESPO, Notary Public of Madrid and its Bar
Association, 
APPEAR: 
MRS. PALOMA JULIETA ALVAREZ-URIA BERROS, of legal age,
of Spanish nationality, domiciled for these purposes at calle José Abascal, number 45, 28010 Madrid; with National Identification Card number 9427338-Y. 
MR.
ANTONIO IVÁN SÁNCHEZ UGARTE, of legal age, domiciled for these purposes at calle Hernández de Tejada, number 1, 28027 Madrid; with National Identification Card number 30636063-V. 
ACTING: 
The first, in the name and representation of THE BANK OF NEW YORK MELLON (hereinafter,
the “Bank”), entity constituted in accordance with the laws of the State of New York (United States of America), with its corporate domicile at One Wall Street, New York, N.Y. 10286, United States of America, which 







 



 
 in turn acts in representation and to the benefit of the holders of Senior Secured Notes for an added principal maximum amount of FIVE
HUNDRED AND FIFTY MILLION EUROS (550.000.000 €), at an interest rate of 4.375%, with maturity in 2023, notwithstanding the cases of early repayment that have been foreseen, issued under the bond issuance agreement (Indenture) governed by the
laws of the State of New York (United States of America), signed on March 5, 2015 by, among others, CEMEX, S.A.B. de C.V. a corporation constituted under the laws of Mexico, as issuer, and THE BANK OF NEW YORK MELLON, as Trustee (hereinafter,
together with its subsequent modifications or novations, the “Bonds Issuance”). 
She makes use of the power of attorney in effect, as affirmed, in her
favor, conferred through the document granted before the Notary Public of New York, Mr. Danny Lee, on the fifth day of March of two thousand fifteen, a photocopy of which has been shown to me and the original, duly stamped according to the La
Hague Convention of October 5, 1961, I will attach hereto, by means of written substantiation, when it is submitted to me. 







 



 
 RAFAEL MONJO CARRIÓ 
NOTARIO DE MADRID

The second party, in name and representation of the entity CEMEX ESPAÑA, S.A., entity governed under the laws of Spain (formerly Compañía
Valenciana de Cementos Portland, S.A.), and with its corporate domicile in Madrid, calle Hernández de Tejada, number 1, the purpose of which, among others, is “the manufacture, production, marketing and distribution of all kinds of sacks
and containers or similar articles, of paper or any other material, for the packaging of cement, etc”. 
It was constituted for an indefinite duration in the
document authorized by the Notary Public at the time in Valencia, Mr. Juan Bautista Roch Contelles, on April 30, 1917, adapted to current legislation through the document authorized by the Notary Public of Valencia, Mr. Antonio Soto
Bisquert on July 13, 1990; with said constitution REGISTERED in the Commercial Registry of Valencia, under volume 122, book 28 of companies, section 3 of corporations, page 354, registry 1. The adaptation 







 



 
 is registered in the aforementioned Registry, under volume 2854, book 10, general section, page V2533, registry 165. The bylaws of the
company were also amended through another public document authorized by the Notary Public of Madrid, Mr. Antonio Francés y de Mateo on August 12, 1993, with number 6796 of his notarial records, under record 200. 
The above indicated current domicile was moved, through document authorized by the Notary Public of Valencia, Mr. Antonio Soto Bisquert, on June 29, 1995, with number 1489 of his
notarial records, and registered in the Commercial Registry of Madrid, under volume 9743 and 9744, section 8, of the Book of Companies, folio 1 and 166, page number M-156542 records 1 and 2. 
Its name was changed to its current name through the agreement taken by the General Shareholders Meeting of the Company, in its meeting held on the twenty-fourth of June of two
thousand and two, recorded as a document of public record, before me on the same day, under number 662 of my records, registry number 122. 
Its Tax Identification
number is: A-46.004.214. 
He makes use of the powers in effect, as 







 



 
 RAFAEL MONJO CARRIÓ 
NOTARIO DE MADRID

affirmed, in his power, conferred by agreement taken by the Administrative Board of the Company, at its meeting held on the twenty-third of February of two
thousand fifteen, recorded as a document of public record, before me, on the fourth of March of two thousand fifteen, under number 964 of my records, as accredited to me with an authorized copy of said document which I have before me. 
For the purposes established in article 98 of Law 24/2001 and in accordance with the Resolution of the General Directorate for Registries and Notary Affairs of April 12, 2002,
I certify that, in my opinion, I consider that the representative powers accredited are sufficient for the execution of this document under the terms indicated below. 
BENEFICIAL OWNERSHIP.- I, the Notary Public, expressly confirm that I have complied with the obligation of identifying the beneficial owner as imposed by Law 10/2010 of April 28,
the result of which is recorded in a document authorized before 







 



 
 me, on the eleventh of November of two thousand and ten, under number 2387 of my records, which has been modified since then as attested
by the representative of the Company. 
The parties appearing before me have, in my opinion, as they appear, the legal capacity and legitimate interest necessary to
grant this ADHERENCE DEED FOR THE SHARE PLEDGE POLICY OF CEMEX ESPAÑA, S.A. and, for such purpose, in their capacity and for all applicable legal purposes,

THEY HEREBY DECLARE 
I. That, by virtue of the policy agreement granted before
Mr. Rafael Monjo Carrio on November 8, 2012, registered with number 3530 in Section A of the Registry Book (hereinafter the “Pledge Policy”), CEMEX, S.A.B. de C.V. and New Sunward Holding B.V. constituted certain real pledge rights
(hereinafter the “Pledges”) over the shares of the company CEMEX España, S.A. in its name. 
II. That, in accordance with the Creditors Relation
Agreement (as this is defined in the Pledge Policy), the creditors of the CEMEX group, in virtue of the issuance of bonds such as the Bonds Issuance will have the consideration of 







 



 
 RAFAEL MONJO CARRIÓ 
NOTARIO DE MADRID

Additional Notes Creditors and, therefore, of Secured Parties according to the terms established in the Creditors Relation Agreement and in the Pledge Policy, and
may obtain the benefit of the Pledges through their adhesion to the Pledge Policy according to the provisions of Clause 16 of the same. 
IV. That, in accordance
with the provisions of Clause 16 of the Pledge Policy, the Secured Parties in whose benefit the Relationship Manager acted, among which include the Bank, as trustee of the holders of bonds of the Bonds Issuance, may adhere to the Pledge Policy and
ratify the content of the same, accepting the Pledges constituted in their favor as guarantee of the corresponding Secured Obligations, through appearance before Mr. Monjo, the substituting Notary Public. 
Said adhesions will be carried out through the granting of the corresponding adhesion deed or policy, all without the need for a new consent from 







 



 
 the pledgors, for having provided said consent previously in the Creditor Relation Agreement and in the Pledge Policy itself.

V. That the Bank expressly declares that the adhesion referred to in the Stipulations of this Document is formalized as a mere instrument of execution of the
rights attributed to the Bank in the Pledge Policy, from which it is derived, so that the payment obligations resulting from the Bonds Issuance are guaranteed with a real first ranking pledge right over the Shares (as defined in the Pledge Policy),
concurrent with the remaining Pledges. 
VI. That by virtue of the foregoing, the Bank wishes to grant this Adhesion Deed (hereinafter the “Deed”) in
accordance with the following 
STIPULATIONS 
ONE.- ADHESION TO THE PLEDGE
POLICY. 
The Bank, through this Deed, adheres to, ratifies and approves the Pledge Policy to the fullest extent, the entire content of which it declares to know,
therefore giving such granting full value and legal efficacy and accepting that the payment obligations resulting from the Bonds 







 



 
 RAFAEL MONJO CARRIÓ 
NOTARIO DE MADRID

Issuance are guaranteed with a real first ranking pledge right over the Shares (as defined in the Pledge Policy), concurrent with the remaining Pledges.

The Bank REQUIRES from me, the Notary Public, to NOTIFY this adhesion to WILMINGTON TRUST (LONDON) LIMITED, domiciled for these purposes on the Third Floor, 1
King’s Arms Yard, London, United Kingdom, EC2R 7AF (attention Sajada Afzal), in her capacity as Relationship Manager and I, the Notary Public, accept said requirement. 
CEMEX España, S.A., appears herein for the purposes of acknowledging itself as notified of this adhesion. 
TWO.- APPLICABLE LAW AND JURISDICTION. 
2.1 This Deed is subject to Spanish common law.

2.2 The Parties submit themselves expressly to the jurisdiction and competence of the Courts and Tribunals of Madrid for all matters that may result from the
validity, interpretation, fulfillment and 







 



 
 execution of this Deed. 
HANDLING OF DATA.- The
appearing parties accept the incorporation of their data and the copy of identification documents in the files of the Notary Public in order to carry out the functions inherent to the notarial activity and for the communication of data established
in the Public Administration Law and, as applicable, for the Notary Public who follows the current one. They may exercise their rights to access, rectify, cancel and oppose at the authorizing Notary’s office. 
It is thus stated and executed. 
And I, the Notary Public, ATTEST: 
a.- To have identified the appearing parties through their identification documents, indicated in the appearance clause, which have been shown to me. 
b.- That the appearing parties, in my opinion, have the capacity and legal standing for the granting hereof. 
c.- That the granting hereof by the appearing parties is legal, duly informed and made willingly. 
d.- That I have read this public instrument to the grantors thereof, having previously advised 







 



 
 RAFAEL MONJO CARRIÓ 
NOTARIO DE MADRID

them of their right to read it for themselves, which they have done, and they have stated that they have been duly made aware of the entire content of the same,
and they provide their consent, all in accordance with article 193 of the Notarial Regulations. 
e.- That this public instrument is executed in six notarized pages,
series CC numbers: 7702848 and the following five numbers in correlated order and I, the Notary Public, attest.- The signatures of the appearing parties follow.- Signed ANTONIO PÉREZ-COCA CRESPO. Signed. Notary Seal. 
CERTIFICATE.- I, ANTONIO PÉREZ-COCA CRESPO, Notary Public of Madrid and its Bar Association, issue this certificate to record that on today’s date, the ninth day of
March of two thousand fifteen, I have received a copy of the power of attorney in English and Spanish, languages that I, the Notary, knows, specially granted to formalize the public deed by Mr. Jaime Nielsen, as Vice- 







 



 
 president and Mrs. Sonia Chaliha, as General Director of the entity THE BANK OF NEW YORK MELLON, before the Notary Public of New York,
Mr. Christopher J. Traina, on the fifth day of March of two thousand fifteen, duly legalized with the La Hague apostille, and I, the Notary Public, consider that the representative of the entity has sufficient powers to formalize the deed which is
the object hereof. I leave a copy of said power incorporated hereto, forming an integral part of the same. 
And with nothing further to record, I issue this
document over this sole sheet of notarized paper and I, the Notary Public, attest. Signed. ANTONIO PÉREZ-COCA CRESPO. Signed. Notary Seal. 
CERTIFICATE.- To
record that I, ANTONIO PÉREZ-COCA CRESPO, on the ninth day of March of two thousand Fifteen, left filed at the Post Office Branch, located at office 2825494, E.O MINISTRY OF PUBLIC ADMINISTRATIONS, as a Certificate and notification of
receipt, the non-certified copy of this deed, and that the official in charge of the service has given to me the receipt which bears the sending number RR670600201ES. 







 



 
 RAFAEL MONJO CARRIÓ 
NOTARIO DE MADRID

All of which I attest and that this certificate is issued after the deed on which it is based, on this sheet of notarized paper, of the CC series, number 7702892.
In Madrid on the ninth day of March of two thousand fifteen.- Signed. ANTONIO PÉREZ-COCA CRESPO. Signed. Notary Seal.