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– 1 – This presentation contains forward-looking statements with respect to Gerdau AmeriSteel Corporation, including its business operations, strategy,

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Presentation on theme: "– 1 – This presentation contains forward-looking statements with respect to Gerdau AmeriSteel Corporation, including its business operations, strategy,"— Presentation transcript:

1 – 1 – This presentation contains forward-looking statements with respect to Gerdau AmeriSteel Corporation, including its business operations, strategy, financial performance, and condition. Although management believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from expectations include, among other things, risk relating to completing the transaction, and general economic and market factors, including demand for steel products, availability and costs of electricity, natural gas, and raw materials, government regulations and trade policies affecting steel imports or exports in Canada and the United States, and other factors discussed in materials filed with applicable securities regulatory authorities from time to time. Forward-Looking Statements

2 Transaction Summary

3 – 3 – Transaction Summary Note: All figures throughout this presentation are in C$ unless otherwise stated. 1 Arrangements have been made to squeeze out the minority shareholders of AmeriSteel post-closing (included in 74% ownership).

4 – 4 – Investment Highlights

5 – 5 – Investment Highlights – Financial Impact tGerdau AmeriSteel will be one of the premier North American steel companies, commanding an improved valuation outlook 1 As at June 30, 2002 including $125 million of convertible debentures. 2 For the 12-month period ending June 30, 2002. 3 Based on annualized EBITDA for the 6 months ending June 30, 2002. 4 Based on the 6 months ending June 30, 2002. 5 Measured as the standard deviation of the change in EBITDA over the period from 1997 to 2001. 6 IBES estimate (includes effective tax rate of 15%). 7 Synergies excluded from 2002 EPS calculation.

6 – 6 – Gerdau AmeriSteel - Calculation of Implied Equity Values tOn a consolidated basis, we believe that Gerdau AmeriSteel should trade in a $5.18 to $6.75 per share range, representing a 27% to 65% premium to Co-Steel’s current share price 1 Based on a range of management estimates, see slide 21. 2 Based on pro forma financial statements as at June 30, 2002. 3 Co-Steel’s current multiple based on a $4.08 share price. 4 Converted at 0.65.

7 Gerdau North America

8 – 8 – Gerdau North America – Overview tGerdau North America’s operations include AmeriSteel (Tampa, FL), MRM Holdings (Selkirk, MB) and Courtice Steel Inc. (Cambridge, ON) 1 Owned through Gerdau USA. 100% Gerdau North America MRM Holdings 100%87% Management & Others 13% AmeriSteel 1 Courtice Steel Inc.

9 – 9 – Gerdau North America – Location of Facilities tGerdau North America has seven minimill steel production facilities in Canada (2) and in the Southeastern U.S. (5) tIn addition, Gerdau North America has 26 downstream and specialty facilities located throughout the Northeastern and Southeastern U.S. Minimill Facilities Head Office Downstream and Specialty Facilities Jacksonville, FL Cartersville, GA Charlotte, NC Cambridge, ON (Courtice) Selkirk, MB (MRM) Knoxville, TN Jackson, TN Tampa, FL

10 – 10 – tGerdau North America has an extensive network of modern and efficient minimill melting and rolling operations with capacity to accommodate anticipated increases in demand and no expected major capital expenditure requirements 1 Excludes Cartersville. 2 In December 2001, Gerdau North America acquired the Cartersville assets from Birmingham Steel for US$49 million, increasing merchant/structural capacity by 600,000 tons. 3 Based on run rate production annualized for the month of June 2002. Gerdau North America – Capacity

11 – 11 – Gerdau North America – Product Mix tGerdau North America has a balanced portfolio of products, comprised of approximately 34% merchants, 32% rebar, 24% fabricated and other downstream products, 8% special sections and 2% wire rod products Product Mix 1 1 As a percentage of 2001 Trade Shipments.

12 – 12 – Consolidated Revenue Gerdau North America – Historical Financial Performance tGerdau North America has experienced relatively stable revenue and EBITDA over the past three years despite margin pressures attributed to cyclical lows in the steel industry tThe recent Section 201 decisions in the U.S. and expected CITT rulings in Canada are expected to have a positive impact on Gerdau North America’s future results Consolidated EBITDA 1 Unaudited results excluding Cartersville. 2 Pro forma for the year ended December 31, 2001. 3 Annualized pro forma results for the 6 months ending June 30, 2002. Cartersville included starting in the quarter ending June 30, 2002.

13 Gerdau AmeriSteel

14 – 14 – North American Steel Industry Capacity Analysis 1 1 Excludes companies in CCAA, Chapter 11 or Chapter 7 proceedings. 2 EBITDA for the LTM period ending June 30, 2002. US$/C$ exchange rate of 1.57:1 has been used. Gerdau AmeriSteel – Economies of Scale tGerdau AmeriSteel will have 6.8 million tons of rolling capacity, making it the third largest North American steel producer, and the second largest North American long products producer tMore importantly, Gerdau AmeriSteel will become the fourth most profitable North American steel producer on an EBITDA basis, excluding the benefit of any synergies generated through the combination 4th largest North American EBITDA Analysis (US$) 2 3rd largest

15 – 15 – 1 Represents 50% ownership in facility. 2 Based on run rate production annualized for the month of June 2002. Gerdau AmeriSteel – Economies of Scale Minimill Production and Capacity tThe transaction will create the second largest North American minimill steel producer and a world class competitor

16 – 16 – tThe significantly expanded network of 11 mills will allow Gerdau AmeriSteel to serve the U.S. and Canadian markets in a more effective and efficient manner Gerdau AmeriSteel – Product Diversification Gerdau North America Minimill Facilities Co-Steel Minimill Facilities EO Gerdau AmeriSteel Executive Office HO Gerdau AmeriSteel Head Office

17 – 17 – Co-Steel – 2001 Product Mix 1 Gerdau AmeriSteel – 2001 Product Mix 1 Gerdau AmeriSteel – Downstream Integration tGerdau AmeriSteel’s mimimills will be integrated with 29 downstream steel fabricating and specialty product businesses tApproximately 18% total product shipments will be in downstream and specialty products, increasing profit margins and reducing earnings volatility 1 As a percentage of 2001 Trade Shipments. 2 Co-Steel “Other” includes Epoxy Rebar, Rounds & Dowels. Shipments 2.4 million tonsShipments 4.8 million tons

18 – 18 – tManagement has conservatively estimated approximately $35 million in near-term annual cost savings, without any significant capital expense, to be realized as a result of the combination of Co- Steel and Gerdau North America tAdditional synergies such as the adoption of best operating practices and coordination of manufacturing technologies have not been included in the $35 million figure but are expected to yield additional cost savings Gerdau AmeriSteel – Cost Savings

19 – 19 – Pro Forma 2002E Financial Performance tExcluding any near-term cost savings, pro forma 2002E EBITDA is expected to be in a range between $310 million and $330 million Gerdau AmeriSteel - Accretive Transaction 1 Based on June 30, 2002 pro forma financials. 2 Based on management estimates. 3 May not add due to rounding.

20 – 20 – Gerdau AmeriSteel - Accretive Transaction 1 Forecast EBITDA growth from 2002 to 2003. 2 Excluding synergies. 3 Based on analyst estimates. 2003E Growth Expectations tIn fiscal 2003, Gerdau AmeriSteel’s growth is expected to be derived from price and volume increases resulting from Section 201 and CITT case rulings as well as improved operating efficiencies

21 – 21 – Gerdau AmeriSteel - Accretive Transaction Pro Forma 2002E/2003E EPS tBased on management forecasts for the remainder of fiscal 2002, the proposed transaction is expected to be $0.10 to $0.20 accretive on consensus analyst 2002E EPS estimates of $0.10 tIf the growth rate assumptions for 2003 are applied to 2002E EBITDA, the implied pro forma EPS is in a range between $0.80 to $0.94, or approximately 14% to 34% accretive to consensus 2003E EPS of $0.70 tThe effective tax rate used for 2003E is 30% versus the IBES estimate of 15% 1 Based on 2002E forecast results and 2003 estimated growth. 2 2002E Net Earnings calculated based on annualized 6 month pro forma depreciation and interest expense for the period ended June 30, 2002 and a blended 30% tax rate.

22 – 22 – 1 Based on pro forma net debt and annualized EBITDA for the 6 months ending June 30,2002. 2 As at June 30, 2002. 3 Including $125 million of convertible debentures and net of $1.5 million of cash for Co-Steel and $13.1 million of cash for Gerdau AmeriSteel. 4 Excluding $125 million of convertible debentures. 5 Based on a pro forma balance sheet as at June 30, 2002. Gerdau AmeriSteel – Financial Strength tThe transaction will immediately reduce net debt/LTM EBITDA (adjusted for non-recurring items) from 8.1x to 3.8x 1 on a pro forma basis 43% Decrease

23 – 23 – Gerdau AmeriSteel – Earnings Stability tOn a pro forma basis, Gerdau AmeriSteel’s larger scale and higher margin products will provide greater earnings stability tOver the 5 year period from 1997 to 2001, the standard deviation of the change in EBITDA for Gerdau North America has averaged 15% compared to 57% for Co-Steel Standard Deviation on EBITDA 1 1 Measured as the standard deviation of the change in EBITDA from 1997 to 2001.

24 – 24 – Gerdau AmeriSteel – Management t Phil Casey - Chief Executive Officer and President  CEO of AmeriSteel since 1994  Chairman of Steel Manufacturers’ Association  Over 15 years of experience in the steel industry t André Bier Johannpeter - Chief Operating Officer, Canada  Currently Corporate Executive Vice President of Gerdau SA responsible for business operations in North America  Over 23 years of experience working in a wide range of areas for the Gerdau Group, including sales, human resources, information technology, and strategic planning t Mike Mueller - Vice President, US Operations  Appointed VP, Steel Mill Operations at AmeriSteel in 2001 after rejoining the company from Auburn Steel where he served as CEO since 1998 t André Beaudry - Vice President, Marketing  Joined AmeriSteel as Vice President, Mill Product Sales in September 2001  President of Gerdau Courtice Steel from 1998 until he joined AmeriSteel, and prior to that held a number of management positions at Gerdau Courtice Steel and Sidbec-Dosco t Tom Landa - Chief Financial Officer  VP and CFO of AmeriSteel since April 1995  20 years of experience in various financial management positions with Exxon Corporation and its affiliates worldwide

25 – 25 – Gerdau AmeriSteel – Board Composition tThe Board of Gerdau AmeriSteel will be comprised of 4 Co-Steel directors and 5 Gerdau directors * Independent directors.

26 – 26 – Gerdau AmeriSteel – Strong Sponsorship Gerdau S.A. – Overview t101 years of tradition focused on steel production tInstalled capacity of 12 million tons of steel under management t22nd largest world steel producer (IISI) tLargest Latin American long steel producer tDistribution network with 70 sales points  5 service centers for flat steel  26 fabrication shops for civil construction t19 steel plants (10 in Brazil, 9 abroad) tShares listed on Brazilian stock exchanges since 1947 and on NYSE (ADRs) since 1999

27 – 27 – Sipar (1) Laisa AmeriSteel Courtice MRM Gerdau S.A. Açominas Aza 12 MILLION TONS PER YEAR BRAZIL * 7.9 million tons of crude steel * 5.2 million tons of rolled products ABROAD * 4.3 million tons of crude steel * 4.0 million tons of rolled products Gerdau S.A. – Installed Capacity Gerdau AmeriSteel – Strong Sponsorship (1) Rolling mill, 38% owned JV GERDAU S.A. AÇOMINAS Cearense Açonorte Usiba Cosigua Barão de Cocais Açominas Guaíra Piratini Riograndense Divinópolis ‘

28 – 28 – Gerdau AmeriSteel – Strong Sponsorship Gerdau S.A. – Financial Summary Output Revenue EBITDA Net Income

29 – 29 – Gerdau AmeriSteel – Strong Sponsorship Gerdau S.A. – Leverage Ratios 1 Excludes monetary and exchange rate variations.

30 – 30 – Gerdau AmeriSteel - Summary Financial Rationale tDecreases Co-Steel’s leverage position tImproves profit margin and reduces earnings volatility tCreates significant cost synergies tHighly accretive to Co-Steel shareholders Strategic Rationale tCreates a leading North American steel company tComplementary facilities create a leading long products player in North America tImproves product mix and reduces earnings volatility tProvides strong sponsorship of Gerdau SA The transaction creates a better-positioned, financially stronger industry leader in Gerdau AmeriSteel

31 – 31 – Gerdau AmeriSteel – Comparable Company Analysis 1 tOn a pro forma basis, Gerdau AmeriSteel compares favourably with its industry peers CapacityRevenues EBITDA Margins Net Debt to EBITDA 1 Financial results for the last twelve months ending June 30, 2002. 2 Pro forma financial results annualized for the six months ending June 30, 2002. 3 Assumes US$615 million of incremental debt to finance purchase of Birmingham Steel plus the addition of US$70 million of EBITDA. 4 Assumes US$175 million proceeds from June 17, 2002 equity offering filing are used to repay debt. Flat rolled

32 Enhancing Shareholder Value — CONFIDENTIAL — August 13, 2002


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