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GERDAU S.A. — Major Shareholding Notification 2007
Nov 10, 2007
30906_mrq_2007-11-13_a4ae0419-5d43-4265-ae3b-cfe2f727e257.zip
Major Shareholding Notification
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SC 13D/A 1 a07-28912_1sc13da.htm SC 13D/A
| UNITED STATES |
|---|
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13D |
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
GERDAU AMERISTEEL CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
37373P 10 5
(CUSIP Number)
ANDREW J. BECK, ESQ. TORYS LLP 237 PARK AVENUE NEW YORK, NY 10017 (212) 880-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 7, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
- The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gerdau S.A. | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) OO | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 67.0% | | | 14. | Type of Reporting Person (See Instructions) CO | |
2
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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gerdau Steel North America Inc. | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) AF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Canada | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 67.0% | | | 14. | Type of Reporting Person (See Instructions) CO | |
3
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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jorge Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 435,668 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 435,668 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 67.0% | | | 14. | Type of Reporting Person (See Instructions) IN | |
4
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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Frederico Carlos Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,009,232 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 1,009,232 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 67.0% | | | 14. | Type of Reporting Person (See Instructions) IN | |
5
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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Andre Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 76,000 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 76,000 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 67.0% | | | 14. | Type of Reporting Person (See Instructions) IN | |
6
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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Claudio Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 17,600 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 17,600 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 67.0% | | | 14. | Type of Reporting Person (See Instructions) IN | |
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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Germano Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 425,668 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 425,668 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 67.0% | | | 14. | Type of Reporting Person (See Instructions) IN | |
8
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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Klaus Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 946,232 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 946,232 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 67.0% | | | 14. | Type of Reporting Person (See Instructions) IN | |
9
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| Item 1. | Security and Issuer |
|---|---|
| This Amendment No. 1 to | |
| Schedule 13D (the Amendment) relates to the Common Stock, no par value per | |
| share (the "Common Shares"), of Gerdau Ameristeel Corporation (the | |
| "Issuer") a corporation incorporated under the laws of Canada. The | |
| address of the principal executive office of the Issuer is located at 4221 W. | |
| Boy Scout Blvd., Suite 600 Tampa, Florida 33607 | |
| Item 2. | Identity and Background |
| This Amendment is being | |
| filed by Gerdau S.A. ("Gerdau S.A."), Gerdau Steel North America | |
| Inc.. ("GSNAI") and Jorge Gerdau Johannpeter, Frederico Carlos | |
| Gerdau Johannpeter, Claudio Gerdau Johannpeter, Klaus Gerdau Johannpeter, | |
| Germano Gerdau Johannpeter and Andre Gerdau Johannpeter (collectively, the | |
| "Gerdau Johannpeter family" and together with Gerdau S.A. and | |
| Gerdau Steel North America Inc., the "Reporting Persons") with | |
| respect to the Common Shares of the Issuer. The address of the | |
| principal executive office of Gerdau S.A. and the business address for the | |
| Gerdau Johannpeter family is Av. Farrapos, 1811 Porto Alegre, Rio Grande do | |
| Sul, Brazil, CEP 90220-005. The address of the principal executive office of | |
| GSNAI is 160 Orion Place, Cambridge, Ontario N1T 1R9. Gerdau S.A. is a | |
| corporation organized under the laws of the Federative Republic of Brazil. | |
| Gerdau S.A. owns, directly and indirectly, steel manufacturing operations in | |
| North and South America. GSNAI is an indirect | |
| wholly-owned subsidiary of Gerdau S.A. GSNAI is a corporation organized under | |
| the laws of Canada. Its purpose is as a holding company, which through a | |
| number of subsidiaries, owns steel manufacturing operations in North and | |
| South America. The Gerdau Johannpeter | |
| family indirectly controls Metalúrgica Gerdau S.A., collectively holding | |
| 63.30% of the voting capital and 22.70% of the total capital, and Metalúrgica | |
| Gerdau S.A. and its controlled companies hold 75.73% of the voting capital of | |
| Gerdau S.A. See Item 7-10 above for | |
| the beneficial ownership of each of the Reporting Persons. The name, business | |
| address, present principal occupation or employment and citizenship of each | |
| executive officer, director and controlling person of the Reporting Persons | |
| are set forth in Schedule I and Schedule II hereto and are incorporated by | |
| reference herein. During the past five | |
| years, none of the Reporting Persons, or, to the knowledge of each of the | |
| Reporting Persons, any person listed on Schedule I and Schedule II hereto, | |
| (i) has been convicted of a criminal proceeding (excluding traffic violations | |
| or similar misdemeanors); or (ii) has been a party to a civil proceeding of a | |
| judicial or administrative body of competent jurisdiction and as a result of | |
| such proceeding was or is subject to a judgment, decree or final order | |
| enjoining further violations of, or prohibiting or mandating activities | |
| subject to, federal or state securities laws, or finding any violation with | |
| respect to such laws. |
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| Item 3. | Source and Amount of Funds or Other Consideration |
|---|---|
| Gerdau S.A. indirectly acquired, through its wholly-owned subsidiary | |
| GSNAI, 84,059,250 Common Shares of the Issuer on November 7, 2007 pursuant to | |
| a Subscription Agreement between the Issuer and GSNAI dated November 7, 2007. | |
| The purchase of 84,059,250 Common Shares was in connection with the Issuer's | |
| public offering (the "Offering") of 42,440,750 Common Shares | |
| pursuant to a prospectus included in a Registration Statement on Form F-10 | |
| (File No. 333-146647) filed with the U.S. Securities and Exchange Commission | |
| and Canadian securities regulators in Canada on October 12, 2007, as amended | |
| and supplemented. The sale to Gerdau S.A. was exempt from registration under | |
| the Securities Act of 1933, as amended, pursuant to the exemption provided by | |
| Rule 903 of Regulation S thereunder. Gerdau S.A., though GSNAI, purchased the 84,059,250 Common Shares at | |
| the public offering price of $12.25 for total consideration of $1,029,725,812.50 which was funded from cash on hand. None of the persons listed on Schedule I and Schedule II hereto, except | |
| for Gerdau S.A. has contributed any funds or other consideration towards the | |
| acquisition of the 84,059,250 Common Shares. | |
| Item 4. | Purpose of Transaction |
| The Reporting Persons | |
| acquired the Common Shares for investment purposes, in order to maintain a | |
| significant ownership interest in the Issuer. As of the date of this | |
| statement on Schedule 13D, none of the Reporting Persons, or to the knowledge | |
| and belief of the Reporting Persons, any of the persons listed on Schedule I | |
| and Schedule II hereto, has any present plan or proposals which would relate | |
| to or would result in any transaction, event or action enumerated in | |
| paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting | |
| Persons may take such actions with respect to the Reporting Persons' | |
| investments in the Issuer as deemed appropriate in light of existing | |
| circumstances from time to time and reserve the right to acquire or dispose | |
| of securities of the Issuer, or to formulate other purposes, plans or | |
| proposals in the future depending on market conditions and other factors. |
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| Item 5. |
|---|
| (a) Based on |
| information provided to the Reporting Persons by the Issuer, there were 432,449,016 |
| Common Shares of the Issuer outstanding as of the close of business on |
| November 7, 2007, the closing date of the Offering. As of September 30, 2007, |
| GSNAI owned 203,316,100 Common Shares of Gerdau Ameristeel Corporation, or |
| approximately 66.5% of all issued and outstanding Common Shares as of |
| September 30, 2007. The Gerdau Johannpeter |
| family indirectly controls Metalúrgica Gerdau S.A., collectively holding |
| 63.30% of the voting capital and 22.70% of the total capital, and Metalúrgica |
| Gerdau S.A. and its controlled companies hold 75.73% of the voting capital of |
| Gerdau S.A. See Item 7-10 above for |
| the beneficial ownership of each of the Reporting Persons. To the knowledge of the |
| Reporting Persons, none of the persons listed on Schedule I and Schedule II |
| hereto, beneficially owned any Common Shares as of November 7, 2007 other |
| than as set forth herein. (b) Gerdau S.A. |
| together with GSNAI and the Gerdau Johannpeter family has shared voting and |
| dispositive power over 287,375,350 Common Shares of the Issuer. (c) Except as set forth |
| on this Schedule 13D, neither the Reporting Persons nor to the knowledge of |
| the Reporting Persons, any of the persons listed on Schedule I and Schedule |
| II attached hereto, has effected any transactions in the Issuer's securities |
| during the past 60 days. (d) There are no other |
| persons known by any Reporting Person to have the right to receive or the |
| power to direct the receipt of dividends from, or the proceeds from the sale |
| of, Common Shares beneficially owned by any Reporting Person. (e) Not applicable. |
12
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| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer | | --- | --- | | | None. | | Item 7. | Material to Be Filed as Exhibits | | | Exhibit 1 Subscription Agreement between the Issuer and GSNAI, dated November 2, 2007 (Incorporated by reference to Exhibit 99.2 of the Issuer's Form 6-K filed with the U.S. Securities and Exchange Commission ("SEC") on November 2, 2007). |
13
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 9, 2007
| GERDAU S.A. | |
|---|---|
| By: | /s/ Osvaldo Burgos Schirmer |
| Name: Osvaldo Burgos Schirmer | |
| Title: Chief Financial Officer | |
| GERDAU STEEL NORTH AMERICA INC. | |
| By: | /s/ Robert E. Lewis |
| Name: Robert E. Lewis | |
| Title: Assistant Secretary | |
| /s/ Jorge Gerdau Johannpeter | |
| Jorge Gerdau Johannpeter | |
| /s/ Frederico C. Gerdau Johannpeter | |
| Frederico C. Gerdau Johannpeter | |
| /s/ Andre Gerdau Johannpeter | |
| Andre Gerdau Johannpeter | |
| /s/ Claudio Gerdau Johannpeter | |
| Claudio Gerdau Johannpeter | |
| /s/ Germano Gerdau Johannpeter | |
| Germano Gerdau Johannpeter | |
| /s/ Klaus Gerdau Johannpeter | |
| Klaus Gerdau Johannpeter |
14
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SCHEDULE I
The name, business address, position and present principal occupation and citizenship of each director, executive officer and controlling person of Gerdau S.A. are set forth below. Each person is a citizen of Brazil.
| NAME | POSITION | OCCUPATION | BUSINESS ADDRESS | | --- | --- | --- | --- | | Metalurgica Gerdau S.A. | Controlling Shareholder - 42.39% holder of Gerdau S.A. | | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Jorge Gerdau Johannpeter | Chairman of the Board of Gerdau S.A. | Chairman of the Board of Gerdau S.A. | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Germano Hugo Gerdau Johannpeter | Vice Chairman of Board of Directors | Vice Chairman of Board of Directors | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Klaus Gerdau Johannpeter | Vice Chairman of Board of Directors | Vice Chairman of Board of Directors | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Frederico Carlos Gerdau Johannpeter | Vice Chairman of Board of Directors | Vice Chairman of Board of Directors | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Andre Pinheiro De Lara Resende | Independent Director | Member of the Board of Alps Funds | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Affonso Celso Pastore | Independent Director | Professor at the Getulio Vargas Foundation, Independent economic advisor | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Oscar De Paula Bernardes Neto | Independent Director | Owner and director of LID-Latin America Internet Development Group Consultant to Telesystem International Wireless | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Carlos Joao Petry | Director | Director | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Andre Bier Johannpeter | CEO, President of Gerdau Executive Committee | CEO, President of Gerdau Executive Committee | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Claudio Johannpeter | COO, Executive Vice President of Gerdau Executive Committee | COO, Executive Vice President of Gerdau Executive Committee | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Osvaldo Burgos Schirmer | Financial Executive Officer/Executive Vice President of Gerdau Executive Committee/CFO and Investor Relations, Head Officer of Gerdau S.A. | Financial Executive Officer/Executive Vice President of Gerdau Executive Committee/CFO and Investor Relations, Head Officer of Gerdau S.A. | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 |
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| Mario Longhi Filho | Executive Vice President of Gerdau Executive Committee | Executive Vice President of the Gerdau Executive Committee | 4221 W. Boyscout Blvd., Suite 600 Tampa, FL 33607 | | --- | --- | --- | --- | | Marcio Pinto Ramos | Executive Officer | Executive Officer | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Paulo F. B. Vasconcellos | Executive Vice President of Gerdau Executive Committee | Executive Vice President of Gerdau Executive Committee | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Expedito Luz | Executive Officer of Legal Department/ Director/Secretary-General of Board of Director and Gerdau Executive Committee. | Executive Officer of Legal Department/ Director/Secretary-General of Board of Director and Gerdau Executive Committee of Gerdau S.A. | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Nestor Mundstock | Executive Officer | Executive Officer. | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Geraldo Toffanello | Executive Officer | Executive Officer | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 |
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SCHEDULE II
The name, business address, position and present principal occupation and citizenship of each director, executive officer and controlling person of Gerdau Steel North America Inc. (GSNAI) are set forth below. Other than Glen Beeby and Yuan Wang, who are a Canadian citizens, each person is a citizen of Brazil.
| NAME | POSITION | OCCUPATION | BUSINESS ADDRESS | | --- | --- | --- | --- | | Gerdau S.A. | Controlling Shareholder - indirect 100% ownership | N/A | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Jorge Gerdau Johannpeter | Director/President | Chairman of the Board of Gerdau S.A. | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Germano Hugo Gerdau Johannpeter | Director | Vice Chairman of Board of Directors of Gerdau S.A. | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Frederico Carlos Gerdau Johannpeter | Director | Vice Chairman of Board of Directors of Gerdau S.A. | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Klaus Gerdau Johannpeter | Director | Vice Chairman of Board of Directors of Gerdau S.A. | Av. Farrapos, 1811 Porto Alegre, Rio Grande do Sul, Brazil, CEP 90220-005 | | Glen A. Beeby | Director/ Chief Financial Officer, Secretary and Treasurer | Director/ Chief Financial Officer, Secretary and Treasurer of Gerdau Steel. | 160 Orion Place, Cambridge, Ontario N1T 1R9 | | Juan Wang | Director | Director | 160 Orion Place, Cambridge Ontario, N1T 1R9 |
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