Gerdau S A : Information Disclosure Policy

Information Disclosure Policy

1. Objectives

1. This Information Disclosure Policy is adopted by the Company for the purpose of establishing the rules and guidelines to be observed by the Company, its Investor Relations Officer, the Information Disclosure Committee, the Bound Persons and Relevant Third Parties with regard to their handling, safeguarding of confidentiality and disclosure of information to the market.
2. The events related to the Material Fact or Event must have their materiality assessed in the context of the Company's normal course of business, scale and information previously disclosed, rather than based on abstract notions, to avoid trivializing the disclosure of a Material Fact or Event, which could affect the quality of the analyses by the market of the prospects of the Company.

2. Scope

2.1. This Information Disclosure Policy applies to all Bound Persons and Relevant Third Parties.

3. Definitions

3.1. For the purposes of this Information Disclosure Policy, the following terms, when their initial letter is capitalized, will have the following meanings, and may be in singular or plural form:

"Managers": means the Statutory officers and members of the Board of Directors of the Company.

"Material Fact or Event":means any decision by the Controlling Shareholders, resolution of the Shareholders Meeting or the management bodies of the Company or any other fact or event of a political, administrative, technical, business, economic- financial nature related to the Company's business that could have a considerable influence on (i) the price of the Securities; (ii) the decision of investors to buy, sell or hold the Securities; or (iii) the decision of investors to exercise any rights inherent to their condition as holders of the Securities or of assets referenced to them, pursuant to CVM Resolution 44.

"Stock Exchange": means any stock exchange or organized over-the-counter trading market in which the Company's Securities are admitted for trade, in Brazil or abroad.

"Disclosure Committee": means the advisory body to the statutory Executive Board of the Company responsible for, among other things, supporting the Investor Relations Officer with the disclosure of Material Facts or Events.

"Company": means Gerdau S.A.

"Control": means (i) the power held by a natural person, Entity or group of persons or Entities, bound by a voting agreement, or under shared control, that hold partner rights that assures them, on a permanent basis, the majority of votes in resolutions of the Shareholders Meetings and the power to elect the majority of managers in an Entity; and

1. the effective use of their power to manage the corporate activities and orient the functioning of the bodies of the Entity. The meaning of the terms "Subsidiary," "Parent Company" and "Controlling Shareholder" is related to the definition of Control.

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Information Disclosure Policy

"CVM": means the Securities and Exchange Commission of Brazil.

"Investor Relations Officer": means the Officer of the Company responsible for providing information to investors, to the CVM and to the Stock Exchange, among other duties set forth in regulations of the CVM.

"Entity": means any legal or unincorporated entity, including, but not limited to, companies of any type, in fact or under the law, associations, consortia, investment funds, joint ventures or partnerships.

"Privileged Information":means any information concerning any Material Fact or Event, as defined by CVM Resolution 44, that has not yet been disclosed to the investor public and to which the Bound Persons had privileged access to due to their role or position.

"CVM Resolution 44": among other matters, the disclosure and use of information on Material Facts or Events involving public corporations, and the trading in securities issued by public corporations prior to the disclosure of material facts.

"Brazilian Corporation Law":means Federal Law 6,404, of December 15, 1976, as amended, which governs Brazilian corporations.

"Trading of Relevant Equity Interest": means a transaction or group of transactions through which the direct or indirect interest held by (a) direct or indirect Controlling Shareholders; (b) shareholders that elect members of the Board of Directors or the Audit Board; (c) any natural person or Entity, group of persons or Entities, acting jointly or representing the same interest, exceeds five percent (5%), ten percent (10%), fifteen percent (15%) and successively, of any type or class of shares of the Company.

"Bodies with Technical or Advisory Functions":means the bodies of the Company created by its Bylaws that have technical functions or are intended to advise its Managers.

"Bound Persons":means the people that are bound to this Information Disclosure

Policy, namely: (a) direct or indirect Controlling Shareholders; (b) Managers, members of the Audit Board and members of any other Bodies with Technical or Advisory Functions of the Company; and (c) any person who, due to their position or function in the Company, has knowledge of any Privileged Information.

"Disclosure Policy": means this Information Disclosure Policy of the Company.

"Associated Companies":means the Entities in which the Company has significant influence, under Brazilian Corporation Law and the applicable legislation.

"Subsidiaries": means the Entities in which the Company, directly or through other Subsidiaries, holds any partner rights that ensure Control power.

"Parent Company": means the Entity that holds Control power over the Company.

"Relevant Third Parties":means the individuals or Entities that have a commercial, professional or fiduciary relationship with the Company, such as independent auditors, securities analysts, consultants, advisors, lawyers, accountants, contractors, institutions that are part of the securities distribution system and suppliers that, after engaged by the Company, its Subsidiaries or Associate Companies, have knowledge or come to have knowledge of a Material Fact or Event not yet disclosed to the Market.

"Declaration of Acceptance":means the instrument to be entered into, by the Bound Persons and by the persons indicated in item 10.1. below expressing their awareness of the rules of this Information Disclosure Policy and undertaking to comply with them and ensure that the rules are observed by persons under their influence, including Subsidiaries or Associated Companies, spouses, partners and dependents.

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Information Disclosure Policy

"Securities": means any shares, bonds, warrants, receipts (including those issued outside Brazil with shares underlying) and subscription rights, American Depositary Receipt ("ADR"), promissory notes, call or put options, indexes and derivatives of any kind, or any other securities or contracts of collective investments issued by the Company, or referenced thereto, which by legal determination are considered securities.

4. Acceptance

1. The Bound Persons and Relevant Third Parties must sign the Declaration of Acceptance attesting to their awareness and formal acceptance. The rules and guidelines in this information Disclosure Policy for the disclosure of Material Facts or Events independent of express acceptance by the Bound Persons.
2. The Company will maintain filed at its headquarters an updated list of the signatories to the Term of Acceptance and their respective information, including their employment relationship, position or function, address and tax identification number. The documents will be filed at the Company's headquarters for as long as the relationship between the person and the Company is maintained and for at least five (5) years after the end of such relationship.
3. At the Company's discretion, the signing of the Declaration of Acceptance may not be required in the situations described in item 10.1.

5. Guidelines for disclosing Material Facts or Events

1. The communication of a Material Fact or Event to the CVM and, if applicable, to the Stock Exchanges, is essentially the responsibility of the Investor Relations Officer, with Bound Persons responsible for verifying the compliance of this obligation and for acting in cases of omission. Bound Persons are exempt from this responsibility only if they immediately report the Material Fact or Event omitted by the Investor Relations Officer to the CVM.
2. If the Bound Persons verify any omission by the Investor Relations Officer in complying with any of their duties, they must submit a copy of the aforementioned communication to the other members of the Management of the Company so that the applicable measures for disclosing said information may be taken immediately, if so required. The Managers are exempt from liability only if they report the Material Fact or Event immediately to the CVM.
3. The above rules apply equally to the Controlling Shareholders, when applicable.
4. In the case of disclosure of Material Facts or Events through any communication means, including providing information to the media or in group or individual meetings of trade associations, investors, analysts or select publics in Brazil or abroad, the same Material Fact or Event will be disclosed simultaneously disclosed to the Market.
5. In accordance with item 11.2 (d), Material Facts or Events must be disclosed immediately and, whenever possible, before the opening or after the close of trading on the Stock Exchanges. If the Securities are admitted for simultaneous trading on Stock Exchanges in other countries, the Material Fact or Event must be disclosed, whenever possible, outside of trading hours in all countries, with the trading hours of B3 S.A. Brasil - Stock Exchanges prevailing in any cases of time incompatibility.
6. Information referring to Material Facts or Events must be disclosed via electronic publication and on the website of the regulatory bodies, the Stock Exchanges and the Company (https://ri.gerdau.com).

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Information Disclosure Policy

6. Confidentiality of information

1. The following provisions seek to guarantee that Privileged Information is kept confidential until its disclosure to the competent bodies and to the market.
2. The Bound Persons and Relevant Third Parties must keep Privileged Information absolutely confidential until its disclosure and must safeguard such confidentiality by broaching the matter only with people who are aware of it or strictly on a need to know basis.
3. Bound Persons must use secure means to store and transmit the Privileged Information, making their best efforts to (a) prevent any kind of unauthorized access; and
   (b) ensure that the information is sent to third parties only on a need-to-know basis and with adequate protection, undertaking not to discuss Privileged Information in public or in places with unrestricted access.
4. Bound Persons must emphasize the responsibility to safeguard confidentiality whenever they make available undisclosed Privileged Information to third parties, emphasizing that such information must not be discussed with persons without an absolute need to know about it.
5. No confidentiality clause is applicable to the Company or the Investor Relations Officer with regard to the obligation to disclose a Material Fact or Event.

7. Exceptions to immediate disclosure of Material Facts or Events

1. The disclosure commitment set forth in this Disclosure Policy excludes any exceptional situations in which confidentiality becomes imperative to protect a legitimate interest of the Company, such as situations involving strategic competition matters. In such cases, the guidelines are established by the Investor Relations Officer jointly with the area that holds the information, by the Disclosure Committee or ultimately by the Board of Directors.
2. Notwithstanding the provisions of the previous item, if a certain Material Fact or Event not immediately disclosed escapes the control of the Company or if there is atypical variation in the price or number of Securities traded, such Material Facts or Events must be disclosed immediately.

8. Disclosure of information on the ownership and trading of Securities by Bound Persons and related persons

8.1. The Managers, members of the Audit Board and members of any Bodies with Technical or Advisory Functions are required to inform the Company, through a notice in writing to the Investor Relations Officer, of their ownership of and trading in Securities issued by the Company, by Subsidiaries, by Associate Companies or by the Controlling Shareholders, in the latter three cases provided that they are public corporations, as well as those held by their spouse (unless they are separated de facto or judicially) or partner or by any dependent included on their annual income tax return, as follows:

1. immediately after their investiture in the position; and
2. within five (5) days of each transaction or in any case in the same month in which the Securities issued by the Company, Subsidiaries, Associate Companies or Controlling Shareholders, that are publicly held companies, are traded.

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Information Disclosure Policy

1. The communication described in item 8.1 must contain at least: (a) the name and information of the notifying party and, if applicable, of the natural persons cited at the end of the head paragraph of item 8.1, indicating their tax identification number; (b) the quantity, including type and class, if shares, and other information, if any other Securities, as well as the identification of the issuing company and the position held before and after the transaction; and (c) the form, price and date of the transactions.
2. The direct or indirect Controlling Shareholders and the shareholders who elect the members of the Board of Directors or of the Audit Board, as well as any other individual, Entity or group of people, acting jointly or representing the same interest, must submit the following information to the Company immediately after achieving the percentage interest specified in the definition of Trading of Relevant Equity Interest: (a) name and identification of the disclosing party, indicating their tax identification number;
   (b) purpose of the equity interest and number of shares targeted, containing, if applicable, a statement declaring that the transaction does seek to change the composition of the controlling group or the management structure of the company; (c) the number of shares and of other Securities and derivative instruments referenced to said shares, regardless of whether with physical or financial settlement, informing the quantity, class and type of the referenced shares; (d) indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of Securities; and (e) if the acquirer or seller resides or is domiciled abroad.
3. The Investor Relations Officer must submit the information received to the CVM and the Stock Exchanges, and also update the corresponding section in the Reference Form.
4. The provisions of this clause also apply to the acquisition or sale of any rights to other Securities and to the execution of any derivative instruments referenced to shares issued by the Company, even if physical settlement does not occur.

9. Former Managers

9.1. Managers who leave the management of the Company after acquiring information regarding a Material Fact or Event that has not yet been disclosed to the market must safeguard its confidentiality and observe the restrictions on trading in the Securities, as follows:

1. for three (3) months after their leaving; or
2. until the Company discloses to the market the Material Fact or Event of which they were aware, whichever occurs first;

10. Relevant Third Parties

10.1. The commercial agreements entered into by the Company with Relevant Third Parties must include rules ensuring the confidentiality of information that could constitute a Material Fact or Event, as well as compliance with the rules established by the CVM pertaining to the Information Disclosure Policy. In the case of Relevant Third Parties who work in a profession subject to professional confidentiality rules, in accordance with the rules applicable to the exercise of the profession, at the Company's discretion, the express clause in the respective commercial agreements regarding the provisions in the first part of item 10.1 may be excluded.

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