Corporate Governance | Gerdau Website

Structure of Corporate Governance

Gerdau's Board of Directors is responsible for defining the Company's long-term strategies and for monitoring the guidelines and goals established for the business. The Council consists of members of the Gerdau Johannpeter family and independent members. The Company also has a Fiscal Council with the function of supervising and monitoring the acts of the administrators and the financial statements. The corporate management is the responsibility of the Executive Board and the leaders of the business operations.

Board of directors

1. Cláudio Johannpeter

President

Education: Degree in Metallurgical Engineering from the Universidade Federal do Rio Grande do Sul (UFRGS). He completed courses in Operations Management at University of London (UK), Executive Development at Penn State (United States) and Advanced Management Program at Harvard (United States).

Experience: He has worked at Gerdau for over 36 years and held the position of Chief Operating Officer (COO) from August 2012 to January 2017. In December 2017, he left his executive position on the Executive Committee representing the Brazil Long Steel Business Operation and the Global Processes: Engineering and Industrial, Health and Safety. In January 2018, he joined the (i) Board as Chairman of Gerdau S.A. and its committees, (ii) joined as Board Chairman of Metalúrgica Gerdau S.A. (iii) joined as Board Chairman of Seiva SA - Florestas e Indústrias, a company that is part of Gerdau’s economic group. He is also an advisor at IEDI (Institute of Studies for Industrial Development).

2. André Bier Gerdau Johannpeter

Vice President

Education: Degree in Business Administration from the Pontifícia Universidade Católica do Rio Grande do Sul (PUC — RS). Studied General Business Administration at the University of Toronto (Canada), Marketing at the Ashridge Business School (UK), and Advanced Management at the Wharton School, University of Pennsylvania (United States).

Experience: He has worked at Gerdau for over 30 years and held the position of Chief Executive Officer (CEO) from January 2007 to December 2017. In December 2017, he left his executive position and on January 2018 he joined (i) as Board Member of Gerdau S.A. and its committees, (ii) as Board Member of Metalúrgica Gerdau S.A., (iii) Board Member of Seiva SA - Florestas e Indústrias. He also serves as President of the Worldsteel Association, member of the Board of Directors of Instituto Aço Brasil (Brazilian Steel Institute), member of the Board of Directors of Alacero (Latin American Steel Association), member of the Strategic Superior Council of the Federation of Industries of São Paulo - FIESP and of the Economy Council of the Federation of Industries of Rio Grande do Sul - FIERGS.

3. Guilherme Chagas Gerdau Johannpeter

Vice President

Education: Degree in Law from the Unisinos in 1995 and has a Marketing and Finance MBA from Kellogg School of Management, Illinois (United States).

Experience: He has worked at Gerdau for over 34 years and held the position of Executive Vice President on the Gerdau Executive Committee (CEG), coordinating the Special Steel Business Operation and the Gerdau 2022 Project - Strategy from April 2014 to December 2017. In January 2018, he became a (i) Board Member of Gerdau S.A. and its committees, (ii) Board Member of Metalúrgica Gerdau S.A., (iii) Board Member of Seiva SA - Florestas e Indústrias, a. Member of the Executive Committee of Alacero and Board Member of Amcham São Paulo (American Chamber of Commerce for Brazil).

4. Richard Chagas Gerdau Johannpeter

Counselor

5. Aod Cunha De Moraes Júnior

Counselor

Education: Degree in Economics, Federal University of Rio Grande do Sul (1986 — 1989); Master´s Degree in Economics, Federal University of Rio Grande do Sul (1990-1994); Ph.D. in Economics, Federal University of Rio Grande do Sul (UFRGS 1999 - 2013); Post doctor and Visiting Researcher in Economics at Columbia University (NY/US 2009); Executive Leadership Course at Harvard Business School (Boston/US 2015).

Experience: Economic Advisor to the Governor of Rio Grande do Sul State (1994-1998); President of Economics and Statistics Foundation of State of Rio Grande do Sul (2003-2006); Secretary of Finance of Rio Grande do Sul State (2007-2009); Chairman of Rio Grande do Sul State Bank, Banrisul (2007-2009); Senior Economist Advisor at World Bank (2010); Executive Director J.P Morgan Bank at the Corporate Bank and Corporate and Investment Bank areas, member of J. P. Morgan’s Global Public Sector Group (2011-2014); Partner of BTG Pactual, based in SP (2014-2016); Board Member of Banco Pan (2015-2016); Currently, he is (i) Board Member of Bank Agibank (since 2018); (ii) Board Member of VIBRA Group (since 2017); (iii) Board Member of Metalúrgica Gerdau S.A. (since 2017); (iv) Board Member of Gerdau S.A. (since 2017); (v) Board Member of Atiaia Energia (Cornelio Brennand Group) (from 2019).

6. Fernando Fontes Iunes

Counselor

7. Claudia Sender Ramirez

Counselor

Education: Bachelor's Degree in Chemical Engineering from the Polytechnic School of the University of São Paulo (USP) and MBA from Harvard Business School.

Experience: She was vice president of marketing for Whirlpool Latin America for 7 years. She has also worked as a consultant at Bain & Company developing projects for large companies in various industries, including for TAM Linhas Aéreas and other companies in the global aviation industry. He joined TAM Linhas Aéreas in December 2011 as Commercial and Marketing Vice President. After June 2012, with the completion of the TAM-LAN merger and the creation of the LATAM Airlines Group, it became the head of the Domestic Business Unit of Brazil and its functions were expanded to include the entire TAM Customer Service Structure. She has served as president of TAM Airlines since May 2013 and since May 2017 is LATAM's Senior Vice President of Customers.

8. Márcio Fróes Torres

Counselor

Education: Graduated in Chemical Engineering from the Federal University of Rio de Janeiro and master in Cervejeira Technology from the Polytechnic University of Madrid.

Experience: Acted for 25 years at Companhia de Bebidas das Américas - Ambev and at AB-Inbev, where he worked in different areas. He was Vice President of People and Management for Latin America and North America, Vice President of Sales of Canada, CEO of Labatt Brewing Company, and in 2014 he simultaneously took on the positions of CEO of Cervecería y Malteria Quilmes, CEO of Quilmes Industrial SA (Quinsa), AB-Inbev's Zone President for the countries of South America except Brazil and Executive Board Member at AB-Inbev. He left the group in April 2017 and since then has been an investor and entrepreneur in several segments. He is currently on the Falconi Capital committee.

9. Gustavo Werneck da Cunha

Counselor

Education: Graduated in Mechanical Engineering from the Federal University of Minas Gerais (UFMG), he completed his academic training with the MBA in Project Management at Fundação Getúlio Vargas (Brazil), MBA in Business Management at INSPER (Brazil), Leading Change and Organizational Renewal by the Harvard Business School (USA) and Advanced Corporate Finance by the London Business School (England).

Experience: Has 13 years of experience at Gerdau. He has held for the last five years the positions of Gerdau Aços Especial Industrial Director, Gerdau Industrial Director of India, Gerdau Corporate Information Officer, CIO, Executive Director of 55 Operation Gerdau Aços Brasil (GAB). In December 2017, he ceased to be the Chief Executive Officer of Gerdau Aços Brasil (GAB) and in January 2018 became (i) the Chief Executive Officer of Gerdau SA, of Metalúrgica Gerdau SA and Seiva SA - Florestas and Industries. He is also a member of the board of Instituto Aço Brasil.

Board of Auditors

Bolívar Charneski - Effective
Geraldo Toffanello - Effective
Carlos Roberto Cafareli - Effective
Carlos Roberto Schroder - Alternate
Tarcisio Beuren - Alternate
Maria Izabel Gribel de Castro - Alternate