Gerdau S.A. announced the commencement of an offer to purchase for cash (the "Tender Offer") up to a maximum amount of $230,000,000 (the "Aggregate Maximum Tender Consideration") (including the Early Tender Payment, if applicable) of the outstanding 5.750% Bonds due 2021 (the "2021 Bonds") issued by Gerdau Trade Inc. ("GTI"), 4.750% Bonds due 2023 (the "2023 Bonds") issued by GTI, 5.893% Bonds due 2024 (the "2024 Bonds") issued jointly by Gerdau Holdings Inc. ("GHI") and GTL Trade Finance Inc. ("GTL"), and the 4.875% Bonds due 2027 (the "2027 Bonds", and together with the 2021 Bonds, the 2023 Bonds and the 2024 Bonds, the "Bonds" and each, a "series" of Bonds) issued by GTI (GTI, GHI and GTL, collectively, the "Issuers"). The Tender Offer will expire at 11:59 p.m. New York City time, on December 14, 2020, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). The early tender deadline for the Tender Offer will be 5:00 p.m., New York City time, on November 30, 2020 (such date and time, including as extended or earlier terminated, the "Early Tender Date"). Registered holders (each, a "Holder" and, collectively, the "Holders") of the Bonds must validly tender their Bonds at or before the Early Tender Date in order to be eligible to receive the Early Tender Payment in addition to the Tender Offer Consideration. Bonds tendered may be withdrawn prior to 5:00 p.m., New York City time, on November 30, 2020 (such date and time, the "Withdrawal Deadline"), but not thereafter, except as required by applicable law. The Issuers may, in their sole discretion and subject to applicable law, increase or decrease the Aggregate Maximum Tender Consideration. Accordingly, 2021 Bonds validly tendered will be accepted before any 2023 Bonds, 2024 Bonds or 2027 Bonds validly tendered are accepted, 2024 Bonds validly tendered will be accepted before any 2023 Bonds or 2027 Bonds validly tendered are accepted and 2023 Bonds validly tendered will be accepted before any 2027 Bonds validly tendered are accepted. However, Bonds validly tendered on or prior to the Early Tender Date will be accepted for purchase in priority to other Bonds tendered after the Early Tender Date, even if such Bonds tendered after the Early Tender Date have a higher Acceptance Priority Level than Bonds tendered on or prior to the Early Tender Date. If the aggregate total consideration payable (including the Early Tender Payment, if applicable) for the Bonds validly tendered exceeds the Aggregate Maximum Tender Consideration, only an amount of Bonds resulting in a total tender consideration less than or equal to the Aggregate Maximum Tender Consideration validly tendered will be accepted for purchase. Accordingly, if the aggregate total consideration payable for the Bonds validly tendered and not validly withdrawn on or prior to the Early Tender Date exceeds the Aggregate Maximum Tender Consideration, Holders who validly tender Bonds after the Early Tender Date will not have any such Bonds accepted for payment regardless of the Acceptance Priority Level of such Bonds. If, on the Early Settlement Date or Final Settlement Date, as applicable, only a portion of a series of Bonds may be accepted for purchase, the aggregate principal amount of such series of Bonds accepted for purchase will be prorated based upon the aggregate principal amount of that series of Bonds that have been validly tendered and not yet accepted for purchase in the Tender Offer, such that the Aggregate Maximum Tender Consideration will not be exceeded. The total consideration for the Bonds of each series (the "Total Consideration") is: (i) $1,008.62 for each $1,000 principal amount of the 2021 Bonds, (ii) $1,083.50 for each $1,000 principal amount of the 2023 Bonds, (iii) $1,131.50 for each $1,000 principal amount of the 2024 Bonds and (iv) $1,137.00 for each $1,000 of the 2027 Bonds, which includes, in each case, an early tender payment (the "Early Tender Payment") of $50.00 per $1,000 principal amount of the Bonds, and in addition, in each case, the applicable Tender Offer Consideration (as defined below). Subject to purchase in accordance with the Acceptance Priority Level, the Aggregate Maximum Consideration and possible proration, Holders validly tendering and not withdrawing Bonds at or before the Early Tender Date will be eligible to receive the Total Consideration (including the Early Tender Payment) on the Final Settlement Date (as defined below) or, if the Issuers so elect, a date following the Early Tender Date (the "Early Settlement Date") in the Offer to Purchase. Subject to purchase in accordance with the Acceptance Priority Level, the Aggregate Maximum Consideration and possible proration, Holders validly tendering their Bonds after the Early Tender Date and prior to or at the Expiration Date will be eligible to receive (the "Tender Offer Consideration"): (i) $958.62 per $1,000 principal amount of the 2021 Bonds, (ii) $1,033.50 per $1,000 principal amount of the 2023 Bonds, (iii) $1,081.50 per $1,000 principal of the 2024 Bonds, and (iv) $1,087.00 per $1,000 principal of the 2027 Bonds, namely an amount, in each case, equal to the applicable Total Consideration less the Early Tender Payment, on a date promptly following the Expiration Date (the "Final Settlement Date") (which date is expected to be on or about December 17, 2020, the third business day after the Expiration Date, but which may change without notice). In addition, Holders whose Bonds are purchased in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Bonds from the last interest payment date to, but not including, (i) in the case of any Bonds tendered at or before the Early Tender Date, the Final Settlement date or the Early Settlement Date (should the Issuers elect to make a payment on the Early Settlement Date) and (ii) in the case of any remaining Bonds tendered after the Early Tender Date, the Final Settlement Date, as the case may be. The obligation of the Issuers to accept for purchase, and to pay for, Bonds validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole discretion of the Issuers.