Gerdau North America ADS Agreement (Exchange) Effective Date: November 19, 2013 < number > American Depository Shares Participant: <name>Ads Agreement • October 21st, 2013 • Gerdau S.A. • Steel works, blast furnaces & rolling & finishing mills
THIS IS TO CERTIFY THAT, pursuant to and subject to the terms and conditions of the Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for Restricted Stock Units (Active Employees in the United States), Restricted Stock (Active Employees in Canada) or American Depositary Shares (Retirees), dated October ___, 2013 (as it may be amended from time to time, the “Offer to Exchange”), and subject further to the terms and conditions of this ADS Agreement (this “Agreement”), [Gerdau Ameristeel Corporation/Gerdau Macsteel, Inc.] (the “Company”) hereby issues to the person named above (the “Participant”) < number > Gerdau S.A. American Depository Shares (“ADSs”).
