Gerdau S A : Minutes - Approval of the 17th issue of debentures

GERDAU S.A.

Corporate Taxpayer ID (CNPJ): 33.611.500/0001-19

Company Registry (NIRE): 35300520696

Publicly Held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MAY 2, 2024, AT 11 A.M., AT THE REGISTERED OFFICE LOCATED AT AVENIDA DOUTORA RUTH CARDOSO, 8.501, 8º

ANDAR, CONJUNTO 2, PINHEIROS, IN THE CITY AND STATE OF SÃO PAULO.

1. The meeting was attended by all the members of the Board of Directors of Gerdau S.A. ("Company"), pursuant to the Charter, and was presided over by Guilherme Chagas Gerdau Jo hannpeter, with Rafael Lebensold acting as secretary.
2. The Board of Directors of the Company unanimously approved:
3. 1. the Company's seventeenth (17th) issue of simple, non-convertible, unsecured debentures in a single series, totaling one billion, five hundred million reais (R$1,500,000,000.00) ("Issue" and "Debentures", respectively). The debentures will be placed through a public offering, under the automatic registration distribution procedure, pursuant to Law 6,385, of December 7, 1976, as amended ("Securities Market Law"), CVM Resolution 160 of July 13, 2022, as amended, issued by the Brazilian Securities and Exchange Commition ("CVM" and "CVM Resolution 160", respectively), the "Rules and Procedures of Public Offerings", which is included in the "Code of Public Offerings", both published by the Brazilian Association of Financial and Capital Market Entities ("ANBIMA") and effective from February 1, 2024 ("ANBIMA Code"), and other applicable laws and regulations ("Offering"). The Issue and Debentures will be formalized through the "Private Deed of the Seventeenth (17th) Issue of Simple, Non-convertible,Unsecured Debentures in a Single Series, for Public Distribution, under automatic registration of Gerdau S.A." ("Indenture") and will have the following characteristics:
   2. 1. Issue Number: Seventeenth (17th) issue of debentures of the Company.
      2. Total Issue Amount: One billion, five hundred million reais (R$1,500,000,000.00) ("Total Issue Amount"):
      3. Nominal Unit Value: One thousand reais (R$1,000.00) on the Issue Date ("Nominal Unit Value").
      4. Number of Series: the Debentures will be issued in a single series;
      5. Number of Debentures: one million, five hundred thousand (1,500,000) debentures will be issued.
      6. Convertibility: Debentures will be simple, that is, they will not be convertible into shares issued by the Company.
      7. Type: the Debentures will be unsecured, pursuant to Article 58 of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporations Law").
      8. Guarantees: the Issue will not have any security interest or personal guarantee.
      9. Distribution Procedure: The debentures will be the object of public distribution, targeted exclusively at professional investors, as defined in article 11 of CVM

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Resolution 30 of May 11, 2021, as amended ("CVM Resolution 30" and "Professional Investors", respectively), pursuant to the Brazilian Securities Law, CVM Resolution 160 and other applicable laws and regulations, through the intermediation of financial institutions that are members of the securities distribution system ("Underwriters", with the lead intermediary institution being the "Lead Manager"), on a firm commitment basis for the Total Issue Amount, pursuant to the "Agreement for the Coordination, Placement and Public Distribution, under the Firm Commitment Basis of Placement, of the Seventeenth (17th) Issue of Simple, Non- Convertible, Unsecured Debentures in a Single Series of Gerdau S.A.", to be entered into by and between the Company and the Underwriters ("Distribution Agreement"). Partial distribution of the Debentures is not permitted;

1. Bookbuilding Procedure: The Underwriters will carry out and organize the bookbuilding procedure among Professional Investors to define the final rate of Interest (as defined below) of the Debentures ("Bookbuilding Procedure"). Investors in the target audience of the Offering can participate in the Bookbuilding Procedure, as determined in the Indenture. The result of the Bookbuilding Procedure will be ratified through an amendment to the Indenture to be entered into before the First Payment Date (as defined below) and the announcement of the start of the Offering, for which no additional approval from the Company or an Annual Meeting of Debentureholders is necessary to sign said amendment.
2. Deposit for Distribution, Trading and Financial Settlement: the Debentures will
   be deposited for: (i) distribution in the primary market via the Asset Distribution Module ("MDA"), managed and operated by B3 S.A - Brasil, Bolsa, Balcão - Balcão B3 ("B3"),, with financial settlement made through B3; and (ii) trading, pursuant to the Indenture, in the secondary market through CETIP21 - Títulos e Valores Mobiliários ("CETIP21"), managed and operated by B3, and the Debentures will be held in electronic custody and financial settlement made at B3. Notwithstanding the above, Debentures can only be traded in regulated securities markets: (i) freely among Professional Investors; (ii) among qualified investors, as defined in article 12 of CVM Resolution 30, after six (6) months from the date of closure of the Offering; and (iii) among general investors after one (1) year from the date of closure of the Offering, pursuant to article 86, item "II" of CVM Resolution 160.
3. Use of proceeds: the net proceeds obtained by the Company from the Issue will be used for reprofiling its financial liability and general business management.
4. Issue Date: the issue date of Debentures will be the date to be defined in the Indenture ("Issue Date").
5. Duration and maturity date: except for the hypotheses of early settlement of Debentures arising from Optional Early Redemption, Optional Early Redemption Offer, Optional Extraordinary Amortization and Optional Acquisition (as defined below) or early maturity of the current Debenture obligations, pursuant to the Indenture, Debentures will have a term of five (5) years from the Issue Date, with the final maturity date to be mentioned in the Indenture ("Maturity Date").
6. First Payment Date: for all legal purposes and effects, the start date of Interest will be the first (1st) payment date of the Debentures ("First Payment Date").

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1. Subscription Price and Form of Payment: The Debentures will be subscribed to and paid in cash, in local currency, on the First Payment Date, at their Nominal Unit Value on the First Payment Date, during the term of distribution of Debentures as established in CVM Resolution 160, as per the settlement standards applicable to B3. If any Debenture is paid up on a different date and after the First Payment Date, the subscription price for the Debentures paid up after the First Payment Date will be the Nominal Unit Value plus Interest calculated on a pro rata temporis basis from the First Payment Date (inclusive) or from the Interest Date (as defined below) immediately prior (inclusive), as applicable, to the date of its effective payment (exclusive), as per the provisions in the Indenture. The Debentures may also, on any Payment Date, be placed at a premium or discount, at the sole discretion and in consensus among the Underwriters, provided it is applied equally to all the Debentures subscribed to and paid on the same Payment Date; As regards settlements on different dates, the premium or discount may be applied differently, also subject to the provisions of the Distribution Agreement.
2. Split: no split will be allowed, pursuant to item IX, article 59, of the Brazilian Corporations Law.
3. Inflation adjustment: the Nominal Unit Value or balance of the Nominal Unit Value of Debentures, as applicable, will not be adjusted for inflation.
4. Interest on Debentures: the Nominal Unit Value or balance of the Debentures Nominal Unit Value, as applicable, will attract compensatory interest corresponding to the accumulated variation of one hundred per cent (100%) of the daily average rates of Interbank Deposits (DI) of one day, "over extra-group", expressed as a percentage per year of two hundred fifty-two (252) business days, calculated and disclosed daily by B3 in the daily newsletter on its website (http://www.b3.com.br) ("DI Rate") plus a spread (surcharge) to be defined in accordance with the Bookbuilding Procedure, limited to the maximum percentage of zero point six percent (0.60%) per year of 252 business days ("Interest"). The Interest will be calculated exponentially and cumulatively, on a pro rata temporis basis of business days elapsed, on the Nominal Unit Value of Debentures, from the First Payment Date (inclusive) or the Interest Payment Date (inclusive) immediately prior, as applicable, to the date of effective payment (exclusive).
5. Frequency of Interest Payments: except for the cases of early settlement of Debentures resulting from Optional Early Redemption, Optional Early Redemption Offer, Extraordinary Optional Amortization, and Optional Acquisition or early maturity of the Debentures, the actual payment of Interest on the Debentures will be made semiannually, according to the table to be indicated in the Indenture (with each of these dates being an "Interest Payment Date").
6. Amortization of Nominal Unit Value: except for the cases of early settlement of Debentures resulting from Optional Early Redemption, Optional Early Redemption Offer, Extraordinary Optional Amortization and Optional Acquisition or early maturity of the Debentures, the balance of the Nominal Unit Value of Debentures will be paid fully in a single installment on the Maturity Date.
7. Scheduled Rollover: there will be no scheduled rollover of the Debentures.

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1. Optional Early Redemption: the Company can carry out the optional early redemption of all Debentures (partial redemption is prohibited), and cancel them, at any time from the twenty-fourth (24th) month after the Issue Date, at its sole discretion and regardless of the will of debentureholders, subject to the terms and conditions laid out in the Indenture and according to applicable laws ("Optional Early Redemption"). The amount to be paid by the Company for Optional Early Redemption of the Debentures will be equivalent to: (i) the Nominal Unit Value (or the balance of the Nominal Unit Value), plus (ii) Interest calculated on a pro rata temporis basis from the First Payment Date (inclusive) or the Date of Payment of Interest (inclusive) immediately prior, as applicable, to the date of effective Optional Early Redemption of the Debentures (exclusive); (iii) charges for late payment (if any); and (iv) redemption premium equivalent to zero point two five per cent (0.25%), as determined in the Indenture. The Optional Early Redemption will be carried out as determined in the Indenture.
2. Optional Early Redemption Offer: the Company, at its sole discretion, can at any time from the Issue Date, carry out the total or partial Optional Early Redemption for of the Debentures and the consequent cancellation of the Debentures redeemed. The Optional Early Redemption Offer of Debentures should be made to all Debentureholders, without distinction, according to the procedure described in the Indenture, assuring equal conditions for all to accept the early redemption offer of the Debentures held by them, as per the expected terms and conditions in the Indenture ("Optional Early Redemption Offer"). The Optional Early Redemption Offer will be carried out as determined in the Indenture.
3. Optional extraordinary amortization: the Company may, at its sole discretion, at any time from the twenty-fourth (24th) month from the Issue Date, carry out extraordinary partial amortizations of the Nominal Unit Value (or balance of the Nominal Unit Value) of the Debentures, limited to ninety-eight per cent (98%) of the Nominal Unit Value (or balance of the Nominal Unit Value) of the Debentures ("Optional Extraordinary Amortization") through prior notification made as established in the Indenture. The Optional Extraordinary Amortization of Debentures shall be made through the payment of the Nominal Unit Value of Debentures, (or balance of the Nominal Unit Value, as applicable) to be amortized, plus (i) of Interest calculated on a pro rata temporis basis from the First Payment Date (inclusive), or the payment date of Interest (inclusive) immediately prior, as applicable, up to the effective date of Optional Extraordinary Amortization (exclusive), on the Nominal Unit Value or balance of the Nominal Unit Value and charges for late payment (if any) due and not paid until the date of Optional Extraordinary Amortization; and (ii) the amortization premium equivalent to zero point two five percent (0.25%), as determined in the Indenture. The Optional Early Amortization will be carried out as determined in the Indenture.
4. Optional Acquisition: the Company may, at its sole discretion, at any time, subject to the respective Debentureholder accepting the offer, and in compliance with Article 55, Paragraph 3, of Brazilian Corporations Law, acquire Debentures at an amount equal to or lower than the Nominal Unit Value, which must be stated in the management report and financial statements, or at an amount higher than the

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Nominal Unit Value, observing the rules issued by CVM Resolution 77, of March 29, 2022. The Debentures acquired by the Company, pursuant to the Indenture, may, at the Company's discretion and in compliance with applicable regulations, (a) be canceled; (b) be held in treasury; or (c) be placed once again in the market, subject to the restrictions imposed by CVM Resolution 160. Debentures acquired by the Company to be held in treasury, as per the Indenture, if and when re-placed in the market, will be entitled to the Interest applicable to other Debentures.

1. Early Maturity: The Trustee shall declare early maturity, regardless of any warning, notification or judicial or extrajudicial notice, all the obligations arising from the Indenture, and demand immediate payment, by the Company, of the Nominal Unit Value or the balance of Nominal Unit Value plus Interest calculated on a pro rata temporis basis from the First Payment Date or the Interest Payment Date immediately prior, as applicable, to the effective payment date, plus charges for late payment due and not paid, without prejudice to any other amounts payable by the Company upon the occurrence of any of the cases established in law and/or any events defined in the Indenture.

(xxviii)Charges for late payment: in case of delayed payment of any amount owed by the Company to the Debentureholders pursuant to the Indenture, provided it is not remedied within the remediation period established in the Indenture, in addition to the payment of Interest, calculated on a pro rata temporis basis from the First Date of Payment or the Interest Payment Date immediately prior, as applicable, to the date of effective payment, on all the amounts in arrears, regardless of warning, notification or judicial or extrajudicial notice, will attract (i) interest on arrears of one percent (1%) per month, calculated on a pro rata temporis basis from the default date to the date of effective payment; and (ii) non-compensatory fine for late payment of two percent (2%) ("Charges for late payment").

1. 1. Place of payment: the payments to which the Debentures are entitled will be made
      by the Company on their respective maturity, using, as applicable: (i) the procedures adopted by B3 for Debentures held electronically in its custody; and/or (ii) the procedures adopted by the Transfer Agent, for Debentures that are not held in electronic custody at B3.
   2. Other Terms and Conditions: other characteristics of the Debentures that will govern the Issue during the entire term of the Debentures will be described in the Indenture.
2. Authorize the Executive Board of the Company to take all the necessary measures to implement the above decisions, such as (i) engaging Underwriters and other service providers to carry out the Issue and the Offering, including, but not limited to, the trustee, risk rating agency, legal advisors, transfer agent, settlement bank and the distribution and trading systems of the Debentures in the primary and secondary markets, among other service providers, for which they can negotiate and determine the price and conditions for the respective service and sign the respective agreements; (ii) discuss, negotiate and define the terms and conditions, as well as execute the Indenture, the amendment to the Indenture (especially, but not limited to, reflect the definition of Interest after the Bookbuilding Procedure), the Distribution Agreement and any other documents related to

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the Issue, Offering and Debentures; and (iii) establish additional conditions and sign all the documents required to implement the above decisions; and

1. Ratify all the actions taken by the Executive Officers and other legal representatives in compliance with the above resolutions.

3. No other issue was addressed. Signatures: Presiding Board: Guilherme Chagas Gerdau Johannpeter (Chairman) and Rafael Lebensold (Secretary). Directors: Guilherme Chagas Gerdau Johannpeter (Chairman), André Bier Gerdau Johannpeter and Claudio Johannpeter (Vice Chairmen), Gustavo Werneck da Cunha, Claudia Sender Ramirez, Alberto Fernandes and Claudio Antonio Gonçalves (Directors).

Declaration:

I hereby declare that this is a free translation of the original minutes drawn up in the company's records and that the above signatures are genuine.

São Paulo, May 2, 2024.

Rafael Lebensold

Secretary

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