EX-4.41



 Exhibit 4.41 
  

							
	 




	  		 	RAFAEL MONJO CARRIÓ	  	
	  		 	Notary Public	  	
	  		 	C/ Monte Esquinza, 6	  	
	  		 	28010 MADRID	  	
	  		 	Tel.: 91 418 32 80 Fax: 91 319 90 46	  	
	  		 		  	
	  		 		  	

 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 SIX HUNDRED AND THIRTY

 In Madrid, at my office on the twelfth of August of two thousand and thirteen. 

Before me, RAFAEL MONJO CARRIO, Notary Public of Madrid and its Bar Association 

APPEAR 
 Party of
the first part. – MRS. MARTA GARCÍA LÓPEZ, of legal age, Spanish nationality, domiciled for these purposes in Madrid, calle José Abascal, number 45; with National Identification Card number 02634855-K. 

Party of the second part. – MR. ÁNGEL MÉNDEZ MOLINA, of legal age, domiciled for these purposes in Madrid,
calle Hernández de Tejada, number 1; with National Identification Card No. 25713441-Q. 







 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 one billion U.S. dollars, at an interest rate of 6.500%, with maturity in 2019, 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 August 12, 2013 by, among others, CEMEX S.A.B. de C.V., a variable stock 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 twelfth of August of two thousand and thirteen, 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. 
 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 affirmed, in his power, conferred by agreement taken by the Administrative Board of the Company, at
its meeting held on the twenty-fifth of July of two thousand and thirteen, recorded as a document of public record, before me, on the twenty-sixth of July of two thousand and thirteen, under number 1496 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 me 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 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 me. 
 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 Issuance dated the twelfth of August of two thousand thirteen 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 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 BF numbers: 0954972 and the five
following numbers in correlated order, I, the Notary Public, attest. 
 The signatures of the appearing parties follow.- Signed RAFAEL MONJO
CARRIÓ Signed. Notary Seal. 
 CERTIFICATE. – To record that on the thirteenth of August of two thousand and
thirteen, I 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 RR 26804064 9ES. 
 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 BN series. In Madrid on the thirteenth of August of two thousand and thirteen. 








			
	



	  	

  
 Signed RAFAEL MONJO
CARRIÓ. Signed. Notary Seal. 
 CERTIFICATE. – I, the Notary Public, issue this certificate to record that on today’s date,
the sixteenth of August of two thousand and thirteen, I have received a copy of the power of attorney granted by the entity THE BANK OF NEW YORK MELLON, before the Notary Public of New York, Mr. Danny Lee, on the twelfth of August of two
thousand and thirteen, 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 RAFAEL MONJO CARRIÓ. Signed. Notary Seal.