Gerdau Ameristeel Corp · 6-K · For 3/31/06 · EX-99.3

Filed On 3/31/06 12:54pm ET   ·   SEC File 1-32317   ·   Accession Number 909567-6-506

Report of a Foreign Private Issuer   ·   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                     3      6K 
 2: EX-99.1     Miscellaneous Exhibit                                 72    268K 
 3: EX-99.2     Miscellaneous Exhibit                                  2     11K 
 4: EX-99.3     Miscellaneous Exhibit                                 59    231K 

EX-99.3   ·   Miscellaneous Exhibit
Exhibit Table of Contents

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                                                                    Exhibit 99.3

 GERDAU AMERISTEEL CORPORATION
 1801 Hopkins Street South
 Whitby, Ontario
 L1N 5T1

----------

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 2006

----------

    NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders
of Gerdau Ameristeel Corporation ("Gerdau Ameristeel" or the "Company") will be 
held at St. Andrew's Club and Conference Centre, 150 King Street West, 27th     
Floor, Toronto, Ontario on Wednesday, May 10, 2006, at 10:00 a.m., Toronto time,
for the following purposes:                                                     

  a)   to receive the consolidated financial statements of the Company and
        its subsidiary companies for the fiscal year ended December 31, 2005
         together with the report of the auditors on the financial statements;

b)   to elect nine directors for the ensuing year;                    

c)   to appoint an auditor for the ensuing year and to authorize the  
directors to fix the remuneration to be paid to the auditor;

     d)   to consider, and if deemed advisable, pass, with or without variation,
  a special resolution in the form attached as Schedule A to the
  accompanying management information circular, (the "Management
     Information Circular") authorizing the continuance of the Company
      under the Canada Business Corporations Act (the "Continuance"), as
summarized in the Management Information Circular;          

     e)   to consider, and if deemed advisable, pass, with or without variation,
     a resolution in the form attached as Schedule C to the Management
         Information Circular repealing the existing by-law of the Company and
      adopting a new by-law effective upon the Continuance ("CBCA By-Law
    No.1"), as described in the Management Information Circular; and

f)   to transact such other business as may properly come before the  
meeting or any adjournment of the meeting.                  

The text of the special resolution approving item (d) above is contained in     
Schedule A to the accompanying Management Information Circular. A registered    
shareholder who dissents in respect of the Continuance is entitled to be paid   
the fair value of his or her shares in accordance with section 185 of the       
Business Corporations Act (Ontario). Shareholders who wish to dissent should    
carefully review the section entitled "Right to Dissent" in, and Schedule E to, 
the accompanying Management Information Circular.                               

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DATED at Toronto, the 30th day of March, 2006.                                  

                                  BY ORDER OF THE BOARD OF DIRECTORS

                   /s/ ROBERT E. LEWIS
                                        ----------------------------------------
               ROBERT E. LEWIS
                                   Vice President, General Counsel and
                   Corporate Secretary

 If you are unable to attend the meeting in person, you are requested to
date, sign and return the enclosed form of proxy in the envelope provided for   
that purpose.                                                                   

   THE BOARD OF DIRECTORS HAS, BY RESOLUTION, FIXED 5:00 P.M., TORONTO TIME,
ON MONDAY, MAY 8, 2006 OR SUCH OTHER TIME THAT IS NOT LESS THAN 48 HOURS        
(EXCLUDING SATURDAYS AND HOLIDAYS) PRECEDING THE TIME OF THE MEETING OR ANY     
ADJOURNMENTS THEREOF AS THE TIME BEFORE WHICH PROXIES TO BE USED OR ACTED UPON  
AT THE MEETING OR ANY ADJOURNMENTS THEREOF MUST BE DEPOSITED WITH, OR IF MAILED 
MUST BE RECEIVED BY CIBC MELLON TRUST COMPANY, 200 QUEEN'S QUAY EAST, UNIT 6,   
TORONTO, ONTARIO, M5A 4K9.                                                      

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 GERDAU AMERISTEEL CORPORATION
 1801 Hopkins Street South
 Whitby, Ontario
 L1N 5T1

----------

 MANAGEMENT INFORMATION CIRCULAR
DATED MARCH 30, 2006

 SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

          The information contained in this management information circular (the
"Management Information Circular") is furnished in connection with the          
solicitation of proxies from registered owners of common shares (the "Common    
Shares") of Gerdau Ameristeel Corporation ("Gerdau Ameristeel" or the "Company")
(and of voting instructions in the case of non-registered owners of Common      
Shares) to be used at the annual and special meeting of shareholders of the     
Company to be held on Wednesday, May 10, 2006 at 10:00 a.m. at St. Andrew's Club
and Conference Centre, 150 King Street West, 27th Floor, Toronto, Ontario, and  
at all adjournments of the meeting, for the purposes set forth in the           
accompanying notice of meeting. It is expected that the solicitation will be    
made primarily by mail, but proxies and voting instructions may also be         
solicited personally by employees of the Company. THE SOLICITATION OF PROXIES   
AND VOTING INSTRUCTIONS BY THIS MANAGEMENT INFORMATION CIRCULAR IS BEING MADE BY
OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY. The total cost of the            
solicitation of proxies will be borne by the Company. The information contained 
in this Management Information Circular is given as at March 30, 2006, except   
where otherwise noted.                                                          

 REGISTERED OWNERS

          If you are a registered owner of Common Shares, you may vote in person
at the meeting or you may appoint another person to represent you as proxyholder
and vote your Common Shares at the meeting. If you wish to attend the meeting,  
do not complete or return the enclosed form of proxy because you will vote in   
person at the meeting. Please register with the transfer agent, CIBC Mellon     
Trust Company, when you arrive at the meeting.                                  

Appointment of Proxies                                                          

     If you do not wish to attend the meeting, you should complete and
return the enclosed form of proxy. The individuals named in the form of proxy   
are representatives of management of the Company and are directors and officers 
of the Company. YOU HAVE THE RIGHT TO APPOINT SOMEONE ELSE TO REPRESENT YOU AT  
THE MEETING. If you wish to appoint someone else to represent you at the        
meeting, insert that other person's name in the blank space in the form of      
proxy. The person you appoint to represent you at the meeting need not be a     
shareholder of the Company.                                                     

         To be valid, proxies must be received by CIBC Mellon Trust Company at
200 Queen's Quay East, Unit 6, Toronto, Ontario, M5A 4K9 or by facsimile at     
(416) 368-2502) by 5:00 p.m. Toronto time, on Monday, May 8, 2006 or such other 
time that is not less than 48 hours (excluding Saturday and holidays) before the
time fixed for the meeting or any adjournment thereof.                          

Revocation                                                                      

        If you have submitted a proxy and later wish to revoke it you can do
so by:                                                                          

(a)  completing and signing a form of proxy bearing a later date and  
    depositing it with CIBC Mellon Trust Company as described above;

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  (b)  depositing a document that is signed by you (or by someone you have
    properly authorized to act on your behalf) (i) at the registered
        office of the Company, located at 1801 Hopkins Street South, Whitby,
    Ontario, L1N 5T1, Canada at any time up to the last business day
        preceding the day of the meeting, or any adjournment of the meeting,
   at which the proxy is to be used, or (ii) with the chair of the
      meeting before the meeting starts on the day of the meeting or any
adjournment of the meeting;                                 

   (c)  electronically transmitting your revocation in a manner permitted by
       law, provided that the revocation is received (i) at the registered
  office of the Company at any time up to and including the last
        business day preceding the day of the meeting, or any adjournment of
          the meeting, at which the proxy is to be used, or (ii) by the chair of
          the meeting before the meeting starts on the day of the meeting or any
adjournment of the meeting; or                              

(d)  following any other procedure that is permitted by law.          

Voting of Proxies                                                               

        In connection with any ballot that may be called for, the management
representatives designated in the enclosed form of proxy will vote or withhold  
from voting your Common Shares in accordance with the instructions you have     
indicated on the proxy and, if you specify a choice with respect to any matter  
to be acted upon, the Common Shares will be voted accordingly. IN THE ABSENCE OF
ANY DIRECTION, YOUR COMMON SHARES WILL BE VOTED FOR ALL OF THE MATTERS REFERRED 
TO IN ITEMS (A), (B), (C) AND (D) IN THE ACCOMPANYING FORM OF PROXY AS INDICATED
UNDER THE APPROPRIATE HEADINGS IN THIS MANAGEMENT INFORMATION CIRCULAR.         

     The management representatives designated in the enclosed form of
proxy have discretionary authority with respect to amendments to or variations  
of matters identified in the notice of meeting and with respect to other matters
that may properly come before the meeting. At the date of this Management       
Information Circular, management of the Company knows of no such amendments,    
variations or other matters. However, if any other matters should properly come 
before the meeting, the persons named in the enclosed form of proxy will vote on
them in accordance with their best judgment.                                    

      The execution or exercise of a proxy does not constitute a written
objection for the purpose of section 185 of the Business Corporations Act       
(Ontario).                                                                      

 NON-REGISTERED OWNERS

          If your Common Shares are registered in the name of a depository (such
as The Canadian Depository for Securities Limited) or an intermediary (such as a
bank, trust company, securities dealer or broker, or trustee or administrator of
a self-administered RRSP, RRIF, RESP or similar plan), you are a non-registered 
owner.                                                                          

        Only registered owners of Common Shares, or the persons they appoint
as their proxies, are permitted to attend and vote at the meeting. If you are a 
non-registered owner, you are entitled to direct how the Common Shares          
beneficially owned by you are to be voted or you may obtain a form of legal     
proxy that will entitle you to attend and vote at the meeting.                  

In accordance with Canadian securities law, the Company has 
distributed copies of the notice of meeting, this Management Information        
Circular and the 2005 annual report (collectively, the "meeting materials") to  
the intermediaries for onward distribution to non-registered owners who have not
waived their right to receive them. Typically, intermediaries will use a service
company (such as ADP Investor Communications) to forward the meeting materials  
to non-registered owners.                                                       

       If you are a non-registered owner and have not waived your right to
receive meeting materials, you will receive either a request for voting         
instructions or a form of proxy with your meeting materials. The purpose of     
these documents is to permit you to direct the voting of the shares you         
beneficially own. You should follow the procedures set out below, depending on  
which type of document you receive.                                             

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REQUEST FOR VOTING INSTRUCTIONS                                       

     If you do not wish to attend the meeting (or have another person attend and
 vote on your behalf), you should complete, sign and return the enclosed
     request for voting instructions in accordance with the directions provided.
  You may revoke your voting instructions at any time by written notice to
   your intermediary, except that the intermediary is not required to honour
the revocation unless it is received at least seven days before the   
meeting.                                                              

If you wish to attend the meeting and vote in person (or have another 
    person attend and vote on your behalf), you must complete, sign and return
the enclosed request for voting instructions in accordance with the   
    directions provided and a form of proxy will be sent to you giving you (or
    the other person) the right to attend and vote at the meeting. You (or the
other person) must register with the transfer agent, CIBC Mellon Trust
Company, when you arrive at the meeting.                              

or                                                                    

FORM OF PROXY                                                         

The form of proxy has been signed by the intermediary (typically by a 
facsimile, stamped signature) and completed to indicate the number of 
  Common Shares beneficially owned by you. Otherwise, the form of proxy is
uncompleted.                                                          

   If you do not wish to attend the meeting, you should complete the form of
 proxy in accordance with the instructions set out in the section titled
"Registered Owners" above.                                            

 If you wish to attend the meeting, you must strike out the names of the
persons named in the proxy and insert your name in the blank space    
provided. To be valid, proxies must be received by CIBC Mellon Trust  
   Company at 200 Queen's Quay East, Unit 6, Toronto, Ontario, M5A 4K9 or by
  facsimile at (416) 368-2502 by 5:00 p.m. Toronto time, on Monday, May 8,
     2006 or such other time that is not less than 48 hours (excluding Saturdays
and holidays) before the time fixed for the meeting or any adjournment
thereof. You must register with the transfer agent, CIBC Mellon Trust 
Company, when you arrive at the meeting.                              

YOU SHOULD FOLLOW THE INSTRUCTIONS ON THE DOCUMENT THAT YOU HAVE RECEIVED AND   
CONTACT YOUR INTERMEDIARY PROMPTLY IF YOU NEED ASSISTANCE.                      

 VOTING SHARES

       The share capital of the Company consists of an unlimited number of
Common Shares and an unlimited number of preferred shares, issuable in series.  
On March 29, 2006, the Company had outstanding 304,729,125 Common Shares and no 
preferred shares. Each holder of Common Shares of record at the close of        
business on March 29, 2006, the record date established for notice of the       
meeting, will be entitled to vote on all matters proposed to come before the    
meeting on the basis of one vote for each Common Share held.                    

        Entitlement to vote is determined as of the record date. However, if
any Common Shares are transferred after the record date, the new owner may be   
entitled to vote the Common Shares at the meeting. To do so, the new owner must 
establish ownership of the Common Shares and make a written demand to have their
name added to the list of shareholders entitled to vote at the meeting, not     
later than the close of business 10 days prior to the meeting.                  

PRINCIPAL HOLDERS OF VOTING SECURITIES

      To the knowledge of the directors and officers of the Company, the
only persons or companies who beneficially own, directly or indirectly, or      
exercise control or direction over, securities of the Company carrying more than
10% of the voting rights attached to any class of outstanding voting securities 
are as follows:                                                                 

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-    Gerdau S.A. indirectly owns a total of 203,316,100 Common Shares or 66.74% 
of the issued and outstanding common shares of the Company.           

-    Metalurgica Gerdau S.A. and its controlled companies hold 75.73% of the    
voting capital of Gerdau S.A.                                         

-    The Gerdau Johannpeter family indirectly controls Metalurgica Gerdau S.A., 
   collectively holding 62.80% of the voting capital and 21.47% of the total
capital of Metalurgica Gerdau S.A.                                    

-    The majority shareholder of Gerdau Ameristeel does not have different      
voting rights than other shareholders.                                

 ELECTION OF DIRECTORS

          The board of directors of the Company (the "Board of Directors" or the
"Board") is elected annually and may consist of not fewer than the minimum and  
not more than the maximum number of directors as provided in the articles. The  
number of directors to be elected at the meeting is nine. THE MANAGEMENT        
REPRESENTATIVES DESIGNATED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE 
ELECTION AS DIRECTORS OF THE PROPOSED NOMINEES WHOSE NAMES ARE SET OUT BELOW.   
With the exception of Mr. Richard McCoy, all nominees are now directors and have
been directors since the dates indicated below. Management does not contemplate 
that any of the proposed nominees will be unable to serve as a director but, if 
that should occur for any reason before the meeting, the management             
representatives designated in the enclosed form of proxy reserve the right to   
vote for another nominee at their discretion. Each director elected will hold   
office until the next annual and special meeting or until his successor is      
elected or appointed, unless his office is earlier vacated.                     

 The following table and the biographies that follow set forth
information on the persons proposed to be nominated for election as directors,  
including whether they are independent of the Company. The Board has a policy of
ensuring that a majority of its directors are independent.                      

        The Company has an Audit Committee, a Corporate Governance Committee
and a Human Resources Committee. The members of these Committees are indicated  
below. The Audit Committee, the Corporate Governance Committee and the Human    
Resources Committee have each adopted a written charter. The charters are       
available on the Company's website at www.gerdauameristeel.com.                 

                                                        · Enlarge/Download Table

                                                                                                 OWNERSHIP OR
                                                                                                 CONTROL OVER
NAME, AGE AND PROVINCE/STATE AND    MAJOR POSITIONS WITH THE COMPANY AND         PRINCIPAL          VOTING   
     COUNTRY OF RESIDENCE                  SIGNIFICANT AFFILIATES               OCCUPATION        SECURITIES 
--------------------------------  ----------------------------------------  ------------------  -------------
                                                                                                             
Phillip E. Casey(2), 63           Director since 2002, and Chairman of the  Director, Chairman  8,387,388    
Florida, United States            Company since June 2005                   of the Company      Common Shares

Kenneth W. Harrigan, 78           Director since 1994                       Chairman, K.W.      1,000        
Ontario, Canada                                                             Harrigan            Common       
                                                                            Consultants         Shares       
                                  Independent                               (Business                        
                                                                            Consultant)                      
                                  Member of:                                                                 

                                     -   the Audit Committee                                                 

                                     -   the Human Resources Committee                                       

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                                                        · Enlarge/Download Table

                                                                                                 OWNERSHIP OR
                                                                                                 CONTROL OVER
NAME, AGE AND PROVINCE/STATE AND    MAJOR POSITIONS WITH THE COMPANY AND         PRINCIPAL          VOTING   
     COUNTRY OF RESIDENCE                  SIGNIFICANT AFFILIATES               OCCUPATION        SECURITIES 
--------------------------------  ----------------------------------------  ------------------  -------------
                                                                                                             
Joseph J. Heffernan(3), 59        Director since 1996                       Chairman, Rothmans  5,200 Common 
Toronto, Ontario, Canada                                                    Inc.                Shares       
                                  Independent                               (Tobacco                         
                                                                            Manufacturer)                    
                                  Member of:                                                                 

                                     -   the Corporate Governance                                            
                                         Committee (Chair)                                                   

                                     -   the Human Resources Committee                                       

Jorge Gerdau Johannpeter(1)(4),   Director since 2002, and Chairman of the  Director, Chairman  203,326,100  
69 Rio Grande do Sul, Brazil      Board of Directors of Gerdau S.A.         of the Board of     Common Shares
                                                                            Directors of                     
                                                                            Gerdau S.A.                      

Frederico C. Gerdau Johannpeter   Director since 2002                       Vice President of   203,379,100  
(1)(5), 63 Rio Grande do Sul,                                               Gerdau S.A.         Common Shares
Brazil                                                                                                       

Andre Bier Johannpeter(1)(6)(7),  Director since 2002, and Executive Vice   Director and        203,392,100  
43 Rio Grande do Sul, Brazil      President of Gerdau S.A. since March      Executive Vice      Common Shares
                                  2006                                      President of the                 
                                                                            Gerdau Group                     

J. Spencer Lanthier, 65           Director since 2000                       Corporate Director  10,043 Common
Ontario, Canada                                                                                 Shares       
                                  Independent                                                                

                                  Member of:                                                                 

                                     -   the Audit Committee (Chair)                                         

Richard McCoy, 63                 New Nominee                               Corporate Director  None         
Ontario, Canada                                                                                              
                                  Independent                                                                

Arthur Scace, 67                  Director since 2003                       Corporate Director  10,000 Common
Ontario, Canada                                                                                 Shares       
                                  Independent                                                                

                                  Member of:                                                                 

                                     -   the Audit Committee                                                 

                                     -   the Corporate Governance                                            
                                         Committee                                                           

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(1)  Gerdau S.A. indirectly owns 203,316,100 Common Shares. Metalurgica Gerdau  
S.A. and its controlled companies hold 75.73% of the voting capital of
   Gerdau S.A. The Gerdau Johannpeter family indirectly controls Metalurgica
   Gerdau S.A., collectively holding 62.80% of the voting capital and 21.47%
of the total capital of Metalurgica Gerdau S.A.                       

(2)  Mr. Casey owns 2,987,928 Common Shares directly and indirectly holds the   
remaining 5,399,460 Common Shares.                                    

(3)  Mr. Heffernan owns 5,000 Common Shares directly and indirectly holds the   
remaining 200 Common Shares.                                          

(4)  Mr. Jorge Gerdau Johannpeter beneficially owns 203,316,100 Common Shares   
held by Gerdau S.A. and indirectly holds 10,000 Common Shares.        

(5)  Mr. Frederico C. Gerdau Johannpeter beneficially owns 203,316,100 Common   
  Shares indirectly held by Gerdau S.A. and indirectly holds 63,000 Common
Shares.                                                               

(6)  Mr. Andre Bier Johannpeter beneficially owns 203,316,100 Common Shares     
   indirectly held by Gerdau S.A. and indirectly holds 76,000 Common Shares.

(7)  Mr. Andre Bier Johannpeter served as Chief Operating Officer of the Company
from August 2004 until March 2006 when he was named Executive Vice    
President of Gerdau S.A.                                              

  PHILLIP E. CASEY served as President of the Company from 2002 until June
2005, Chief Executive Officer from 2002 until January 2006, as director since   
October 2002 and has been Chairman of the Company since June 2005. Previously,  
he was Chief Executive Officer and a director of Ameristeel Corporation starting
in June 1994 and President of Ameristeel Corporation starting in September 1999.
Mr. Casey was Chairman of the Board of Ameristeel from June 1994 until September
1999. Mr. Casey is also a director of Astec Industries, Inc.                    

  KENNETH W. HARRIGAN has been a director of Gerdau Ameristeel since 1994.
Mr. Harrigan is also Chairman of K.W. Harrigan Consultants and a director of the
following Canadian public companies: Camco Inc., Great Lakes Hydro Income Fund  
and Samuel Manu-Tech Inc. Previously, he was Chairman and Chief Executive       
Officer of and consultant to Ford Motor Company of Canada, Limited.             

     JOSEPH J. HEFFERNAN has been a director of Gerdau Ameristeel since 1996. He
was non-executive Vice-Chairman of Gerdau Ameristeel (when it was Co-Steel) from
1999 until October 2002. Mr. Heffernan is a director of the following Canadian  
public companies: Rothmans Inc. and Clairvest Group Inc. and serves as Chairman 
of both companies.                                                              

    JORGE GERDAU JOHANNPETER has been working for the Gerdau group since 1954.
Mr. Jorge Johannpeter became an executive officer of Gerdau S.A. in 1971 and was
appointed Chairman of the Board of Directors and President in 1983. Since 2002, 
after the implementation of Gerdau S.A.'s new corporate governance structure, he
also became the President of Gerdau S.A.'s Executive Committee. Mr. Johannpeter 
served as Chairman of the Board for the Company from October 2002 until June    
2005. He holds a degree in Law from the Federal University of Rio Grande do Sul,
Brazil.                                                                         

     FREDERICO C. GERDAU JOHANNPETER has worked for the Gerdau group since 1961.
Mr. Johannpeter became an executive officer of Gerdau S.A. in 1971 and has been 
a director since 1973. Under Gerdau S.A.'s new corporate governance structure,  
he also became Senior Vice President of Gerdau S.A.'s Executive Committee. He   
holds a degree in Business Administration from the Federal University of Rio    
Grande do Sul, Brazil and a Masters degree in Business, Finance, Costs and      
Investments from the University of Cologne, Germany.                            

 ANDRE BIER JOHANNPETER served as Chief Operating Officer of the Company
from August 2004 until March 2006 when he was named Executive Vice President of 
Gerdau S.A. He has been working for the Gerdau companies since 1980. Mr.        
Johannpeter originally became an Executive Officer of Gerdau S.A. in 1989. In   
1998, Mr. Johannpeter was appointed Director of Information Systems of Gerdau   
S.A. and in 1999 he became Director of New Business Development of Gerdau S.A.  
In 2002, he was appointed Vice President, North American Operations of Gerdau   
S.A. Mr. Johannpeter became a director and was appointed Vice-President, Chief  
Operating Officer of Gerdau Ameristeel, Canadian Operations in October 2002 and 
was appointed Vice President, Business Development of Gerdau Ameristeel in      
November 2003. He received a degree in Business Management from the Catholic    
Pontiff University of Rio Grande do Sul, Brazil.                                

  J. SPENCER LANTHIER has been a director of Gerdau Ameristeel since 2000.
Mr. Lanthier is also a director of the following Canadian public companies:     
Emergis Inc., Torstar Corporation, TSX Group Inc. and Zarlink Semiconductor Inc.

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RICHARD MCCOY has been in the investment banking business for over 35 
years. Prior to retiring in October 2003, Mr. McCoy was Vice Chairman,          
Investment Banking at TD Securities Inc. Prior to joining TD Securities Inc. in 
May 1997, Mr. McCoy was Deputy Chairman of CIBC Wood Gundy Securities. Mr. McCoy
serves as a director of the following Canadian public companies: Aberdeen       
Asia-Pacific Income Investment Company Ltd., Ace Aviation Holdings Inc., Jazz   
Air Income Fund, MDS Inc., Pizza Pizza Royalty Income Fund, Public Storage      
Canadian Properties, Rothmans Inc. and Uranium Participation Corporation. Mr.   
McCoy holds a Masters of Business Administration from Richard Ivey School of    
Business Administration, University of Western Ontario.                         

     ARTHUR SCACE has been a director of Gerdau Ameristeel since 2003. Mr. Scace
previously acted as counsel to McCarthy Tetrault LLP, a Canadian law firm, and  
is the former national chairman and managing partner of the firm. He is also a  
director of the following Canadian public companies: The Bank of Nova Scotia,   
Garbell Holdings Limited, Sceptre Investment Counsel Limited and WestJet        
Airlines Ltd. Mr. Scace is a Rhodes Scholar with degrees from the University of 
Toronto, Harvard University and Oxford University.                              

    Messrs. Jorge and Frederico Johannpeter are brothers. Andre Bier
Johannpeter is the son of Jorge Johannpeter. None of the other directors are    
related to one another.                                                         

 The Board of Directors is always open to the consideration of
qualified individuals who could become future members of the board. Whenever an 
appropriate candidate is presented to the Board, the Board will consider        
modifying its composition accordingly, in order to serve the best interests of  
the Company.                                                                    

CONTINUANCE UNDER THE CANADA BUSINESS CORPORATIONS ACT

        Shareholders will be asked at the meeting to consider and, if deemed
advisable, to pass a special resolution (the "Continuance Special Resolution"), 
the text of which is set out in Schedule A to this Management Information       
Circular, authorizing the continuance of the Company (the "Continuance") from   
the Business Corporations Act (Ontario) (the "OBCA") to the Canada Business     
Corporations Act (the "CBCA"), subject to regulatory approval. This means that  
the Company will continue its corporate existence governed by the laws of the   
CBCA rather than the OBCA. The Continuance will not affect the share capital in 
the Company in any way.                                                         

REASONS FOR THE CONTINUANCE                                                     

        The Continuance will provide the Company with greater flexibility in
the selection of independent directors. Currently, as a corporation organized   
under the OBCA, a majority of the Company's directors are required to be        
resident Canadians. Under the CBCA, at least 25% of the Company's directors are 
required to be resident Canadians.                                              

    The Company is a global company with operations throughout North
America. Potential customers of the Company exist throughout the world.         
Management of the Company believes that the international nature of the         
Company's business requires that the Company have the flexibility to elect or   
appoint directors based on merit without the requirement that a majority of     
directors be resident Canadians.                                                

        The Continuance is not expected to have any material business or tax
consequences for the Company.                                                   

SUMMARY COMPARISON OF SHAREHOLDER RIGHTS                                        

       The CBCA provides shareholders substantially the same rights as are
available to shareholders under the OBCA, including rights of dissent and       
appraisal, and rights to bring derivative actions and oppression actions.       
However, there are certain differences between the two statutes and the         
regulations made thereunder. The following is a summary of certain differences  
between the OBCA and the CBCA which management of the Company considers to be   
material to shareholders. THIS SUMMARY IS NOT AN EXHAUSTIVE REVIEW OF THE TWO   
STATUTES. REFERENCE SHOULD BE MADE TO THE FULL TEXT OF BOTH STATUTES AND THE    
REGULATIONS THEREUNDER FOR PARTICULARS OF                                       

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ANY DIFFERENCES BETWEEN THEM, AND SHAREHOLDERS SHOULD CONSULT THEIR LEGAL OR    
OTHER PROFESSIONAL ADVISORS WITH REGARD TO THE IMPLICATIONS OF THE CONTINUANCE  
WHICH MAY BE OF IMPORTANCE TO THEM.                                             

        (a) DIRECTOR RESIDENCY REQUIREMENTS. Under the OBCA, a majority of a
company's directors must be resident Canadians. Under the CBCA, subject to      
certain exceptions which do not currently apply to the Company, at least 25%    
percent of a company's directors must be resident Canadians.                    

        (b) PLACE OF SHAREHOLDERS' MEETINGS. Under the OBCA, a shareholders'
meeting may be held at such place in or outside Ontario (including outside      
Canada) as the directors may determine. Under the CBCA, a shareholders' meeting 
may be held at any place in Canada, or at a place outside Canada, as specified  
in the articles of the company. Accordingly, the draft articles of continuance  
attached as Schedule B to this Management Information Circular provide that     
shareholders' meetings may be held at any place within Canada, the United States
or Brazil.                                                                      

      (c) SOLICITATION OF PROXIES. Under the OBCA, a person who solicits
proxies, other than by or on behalf of management of the company, must send a   
dissident's proxy circular in prescribed form to each shareholder whose proxy is
solicited and certain other recipients. Under the CBCA, proxies may be solicited
other than by or on behalf of management of the company without the sending of a
dissident's proxy circular if (i) proxies are solicited from 15 or fewer        
shareholders, or (ii) if the solicitation is conveyed by public broadcast,      
speech or publication containing certain of the information that would be       
required to be included in a dissident's proxy circular. Furthermore, under the 
CBCA, the definition of "solicit" and "solicitation" specifically excludes (i)  
certain public announcements by a shareholder of how he or she intends to vote  
and the reasons for that decision, (ii) communications for the purpose of       
obtaining the number of shares required for a shareholder proposal, and (iii)   
certain other communications made other than by or on behalf of management of   
the company, including communications by one or more shareholders concerning the
business and affairs of the company or the organization of a dissident's proxy  
solicitation where no form of proxy is sent by or on behalf of such             
shareholders, by financial and other advisers in the ordinary course of business
to shareholders who are their clients, or by any person who does not seek       
directly or indirectly the power to act as proxy for a shareholder. However,    
please note that each person subject to these provisions will need to determine 
whether the proxy requirements of the U.S. securities laws apply to any such    
communication.                                                                  

       (d) RECORD DATE FOR SHAREHOLDERS' MEETINGS. Under the OBCA, where a
company fixes a record date for the determination of shareholders entitled to   
vote at a shareholders' meeting and a shareholder transfers shares after the    
record date, the transferee of such shares is entitled to vote such shares at   
the meeting if the transferee establishes that he or she owns the shares and    
demands, not later than 10 days before the meeting, that his or her name be     
included in the list of shareholders entitled to vote at the meeting. If no     
record date is fixed and a list of shareholders entitled to vote at the meeting 
is prepared as of the date (the "deemed record date") preceding the date on     
which notice of the meeting is given, a transferee of shares after the deemed   
record date is entitled to vote such shares under similar circumstances. Under  
the CBCA, shareholders are entitled to vote only shares held by them on the     
record date or the deemed record date, as the case may be. Transferees of shares
after the record date or the deemed record date, as the case may be, are not    
entitled to vote the transferred shares at the meeting.                         

      (e) TELEPHONIC OR ELECTRONIC MEETINGS. Under the OBCA, a company's
articles or by-laws need not expressly permit the holding of meetings of        
shareholders by telephonic or electronic means in order to do so. Under the     
CBCA, a meeting of shareholders' may be held by telephonic or electronic means  
(and shareholders may participate in and vote at the meeting by such means) only
if permitted by the articles or by-laws of the company. If a company provides   
shareholders with a telephonic, electronic or other means of communication that 
permits all participants to communicate adequately with each other during the   
meeting, then any person entitled to attend the meeting may participate by such 
means. In addition, if the company's by-laws so provide, a meeting of           
shareholders may be held entirely by such means if the directors so determine.  
It is proposed that the Company's by-laws following the Continuance will permit 
a meeting of shareholders to be held entirely by such means. See "Adoption of   
New CBCA By-Law No. 1" below.                                                   

(f) SHAREHOLDER PROPOSALS. Under the OBCA, only registered  
shareholders may submit shareholder proposals relating to matters which the     
shareholder wishes to raise at a shareholders' meeting. Under the CBCA,         
shareholder proposals may be submitted by both registered and beneficial        
shareholders, provided that (i) the                                             

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shareholder must have owned, directly or beneficially, for at least six months  
prior to the submission of the proposal, voting shares at least equal to 1% of  
the total number of outstanding voting shares of the company or whose fair      
market value is at least Cdn$2,000, or (ii) the proposal must have the support  
of persons who in the aggregate have owned, directly or beneficially, such      
number of voting shares for such period.                                        

        (g) REGISTERED OFFICE. Under the OBCA, a company's registered office
must be in Ontario and may be relocated to a different municipality only with   
shareholder approval. Under the CBCA, a company's registered office may be at   
any place in Canada and may be relocated within a province by resolution of the 
directors. The draft articles of continuance attached as Schedule B to this     
Management Information Circular provide that the registered office of the       
Company shall be in Ontario.                                                    

         (h) SETTING SIZE OF BOARD. Under the OBCA, the directors of a company
can only set the size of the board (within the minimum and maximum specified in 
the articles) if empowered to do so by a special resolution of the shareholders.
Under the CBCA, the directors can do so without such a shareholders' resolution.

          (i) ACCESS TO INFORMATION. Shareholders under the CBCA have a right of
access to the minutes of meetings at which directors make mandatory disclosure  
of material interests in transactions and contracts that involve the company.   

        (j) QUORUM OF DIRECTORS' MEETINGS. Both the CBCA and OBCA state that
the quorum for directors' meetings consists of a majority of directors or the   
minimum number of directors required by the articles, although the OBCA also    
stipulates that in no case may quorum be less than 2/5 of the directors or the  
minimum number of directors. Further, while the OBCA requires that a majority of
the directors present be resident Canadians, the CBCA requires that only 25% of 
the directors present (or at least one if less than four directors are          
appointed) be resident Canadians.                                               

  (k) SHORT SELLING. Under the CBCA, insiders of the Company are
prohibited from short selling any securities of the Company. The OBCA has no    
such requirement.                                                               

        (l) CORPORATE RECORDS. The OBCA and related Ontario statutes require
records to be kept in Ontario. The CBCA permits corporate and accounting records
to be kept outside of Canada, although there are still requirements to keep     
records and books of account within Canada under the Income Tax Act and other   
statutes administered by the Minister of National Revenue (such as the Excise   
Tax Act), subject in general to the Minister of National Revenue agreeing to    
designate a place outside Canada for the retention of records and books of      
account. Companies are also required to provide access to their records at a    
location in Canada, by computer terminal or other technology.                   

 The Continuance Special Resolution provides that the Board is
authorized, in its sole discretion, to abandon the application for a certificate
of continuance, or determine not to proceed with the Continuance, without       
further approval of the Company's shareholders. In particular, the Board may    
determine not to present the Continuance Special Resolution to the meeting or,  
if the Continuance Special Resolution is presented to the meeting and approved, 
may determine not to proceed with completion of the Continuance and filing the  
articles of continuance under the CBCA. The Board will not proceed with the     
Continuance if an unacceptable number of shareholders of the Company dissent in 
respect of the Continuance.                                                     

        The Continuance Special Resolution requires the approval of at least
2/3 of the votes cast by shareholders in person or by proxy at the meeting in   
respect of the resolution. The Board has determined that the proposed           
Continuance is in the best interests of the Company and its shareholders. THE   
BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE CONTINUANCE SPECIAL 
RESOLUTION SET OUT IN SCHEDULE A TO THIS MANAGEMENT INFORMATION CIRCULAR. IN THE
ABSENCE OF CONTRARY INSTRUCTIONS, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF 
PROXY INTEND TO VOTE THE COMMON SHARES REPRESENTED BY SUCH PROXY FOR THE        
CONTINUANCE SPECIAL RESOLUTION. THE COMPANY HAS BEEN INFORMED THAT GERDAU S.A.  
INTENDS TO VOTE ITS SHARES FOR THE CONTINUANCE SPECIAL RESOLUTION. GERDAU S.A.  
INDIRECTLY OWNS A MAJORITY OF THE SHARES OF THE COMPANY. SEE "PRINCIPAL HOLDERS 
OF VOTING SECURITIES".                                                          

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ARTICLES OF CONTINUANCE                                                         

          If the Continuance is approved by shareholders, the Company intends to
file under the CBCA articles of continuance in the form of the draft articles   
attached as Schedule B to this Management Information Circular.                 

ADOPTION OF NEW CBCA BY-LAW NO. 1                                               

          The Board has passed a resolution adopting, upon the effective date of
the Continuance, amended by-laws in the form attached as Schedule D to this     
Management Information Circular ("CBCA By-Law No. 1"). CBCA By-Law No. 1 repeals
and replaces the Company's existing by-law (the "OBCA By-Law"). The following is
a summary of the significant differences between CBCA By-Law No. 1 and the OBCA 
By-Law. Reference should be made to the full text of CBCA By-Law No. 1 attached 
as Schedule D to this Management Information Circular.                          

         (a) REFERENCES TO STATUTES. References in the OBCA By-Law to the OBCA
and other Ontario statutes have been replaced in CBCA By-Law No. 1 with         
references to the CBCA and the corresponding federal statutes, respectively.    

         (b) ELECTRONIC MEETINGS AND OTHER MATTERS. CBCA By-Law No. 1 contains
certain provisions not in the OBCA By-Law relating to the acceptance of proxies,
the execution of instruments and the giving of notice by electronic or certain  
other means. These provisions are consistent with the CBCA provisions which     
provide for certain kinds of corporate activity to be conducted electronically. 
CBCA By-Law No. 1 also provides that the directors who call a meeting of        
shareholders of the Company may determine that such meeting shall be held       
entirely by means of a telephonic, electronic or other communication facility   
that permits all participants to communicate adequately with each other during  
the meeting.                                                                    

The Company's shareholders are also being asked to consider and, if deemed      
advisable, to pass, with or without variation, a resolution (the "By-Law        
Resolution"), the text of which is set out in Schedule C to this Management     
Information Circular, ratifying CBCA By-Law No. 1 as approved by the directors  
of the Company, to be enacted only upon the Continuance of the Company under the
CBCA. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE BY-LAW    
RESOLUTION SET OUT IN SCHEDULE C ATTACHED. IN THE ABSENCE OF CONTRARY           
INSTRUCTIONS, THE PERSONS IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE THE  
COMMON SHARES REPRESENTED BY SUCH PROXY FOR THE BY-LAW RESOLUTION. THE BY-LAW   
RESOLUTION REQUIRES THE APPROVAL OF A MAJORITY OF SHAREHOLDER VOTES CAST BY     
SHAREHOLDERS PRESENT IN PERSON OR BY PROXY AT THE MEETING IN RESPECT OF THE     
RESOLUTION. THE COMPANY HAS BEEN INFORMED THAT GERDAU S.A. INTENDS TO VOTE ITS  
SHARES FOR THE BY-LAW RESOLUTION. GERDAU S.A. INDIRECTLY OWNS A MAJORITY OF THE 
SHARES OF THE COMPANY. SEE "PRINCIPAL HOLDERS OF VOTING SECURITIES".            

RIGHT TO DISSENT

 Under the provisions of section 185 of the OBCA, a registered
shareholder of the Company is entitled to send to the Company a written         
objection to the Continuance Special Resolution. In addition to any other right 
a holder of Common Shares may have, when the Continuance becomes effective, a   
registered shareholder of the Company who complies with the dissent procedure   
under section 185 of the OBCA (a "Dissenting Shareholder") is entitled to be    
paid the fair value of the Common Shares held by him in respect of which he     
dissents, determined as at the close of business on the day before the special  
resolution is adopted.                                                          

The dissent procedure provided by section 185 of the OBCA is
summarized in Schedule E to this Management Information Circular. Holders of    
Common Shares who may wish to dissent are referred to such Schedule. A          
shareholder may only exercise the right to dissent under section 185 of the OBCA
in respect of shares that are registered in that shareholder's name. Failure to 
comply strictly with the provisions of the OBCA may result in the loss or       
unavailability of the right to dissent.                                         

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COMPENSATION OF EXECUTIVE OFFICERS

    The tables and related narrative below present information about
compensation of (i) the Company's Chief Executive Officer during 2005, (ii) the 
Company's current Chief Executive Officer (iii) the Company's Chief Financial   
Officer, and (iv) the three other most highly compensated executive officers of 
the Company whose salary and bonus earned during the financial year ended       
December 31, 2005 exceeded Cdn$150,000 (collectively the "Named Executive       
Officers", determined in accordance with applicable rules). Reference is made to
the "Report on Executive Compensation" in this Management Information Circular. 
Tables have been omitted where no compensation was earned by or awarded or paid 
to any of the Named Executive Officers.                                         

         Mr. Phillip Casey, the Company's Chief Executive Officer during 2005,
served as President of the Company from October 23, 2002 until June 2005 and as 
Chief Executive Officer until January 2006. Mr. Mario Longhi, the Company's     
current Chief Executive Officer, replaced Mr. Phillip Casey as President of the 
Company on June 1, 2005 and also replaced Mr. Casey as Chief Executive Officer  
of the Company on January 18, 2006.                                             

SUMMARY COMPENSATION TABLE

       The Summary Compensation Table details compensation information for
the three financial years ended December 31, 2005, for the Named Executive      
Officers. The information includes: salary earned in each applicable year,      
incentive bonuses earned in each applicable year and all other compensation not 
reported elsewhere.                                                             

          Currency of payment and disclosure is in U.S. dollars unless otherwise
indicated.                                                                      

                                                        · Enlarge/Download Table

                                        ANNUAL COMPENSATION              LONG-TERM COMPENSATION                   
                                    ---------------------------  --------------------------------------           
                                                                            AWARDS              PAYOUTS           
                                                                 --------------------------------------           
                                                         OTHER    SECURITIES      SHARES OR                       
                                                         ANNUAL      UNDER      UNITS SUBJECT            ALL OTHER
                                                        COMPEN-  OPTIONS/SARS     TO RESALE       LTIP    COMPEN- 
   NAME AND PRINCIPAL                SALARY    BONUS     SATION     GRANTED      RESTRICTIONS   PAYOUTS   SATION  
       POSITION             YEAR      ($)       ($)       ($)         (#)           ($)(8)        ($)      ($)(9) 
------------------------  --------  -------   -------   -------  ------------   -------------   -------  ---------
                                                                                                                  
PHILLIP E. CASEY(1)         2005    550,008   399,856      --            --             --      333,275     16,508
Chairman                    2004    522,096   458,340      --            --        154,621       49,697      4,597
                            2003    369,450    67,329      --            --             --       15,930     11,754

MARIO LONGHI(2)             2005    353,561   254,550      --            --             --           --  3,075,544
President and Chief         2004         --        --      --            --             --           --         --
Executive Officer           2003         --        --      --            --             --           --         --

TOM J. LANDA(3)             2005    280,914   205,810      --      17,193(7)         8,832      589,735      4,374
Vice-President,             2004    257,316   223,310      --            --        103,080      186,278      1,555
Finance, Chief              2003    211,068    38,511      --            --             --        4,472      3,706
Financial Officer and                                                                                             
Assistant Secretary                                                                                               

ANDRE B.                    2005    385,000   260,220      --            --             --      222,183        657
JOHANNPETER(4)(10)          2004    325,000   300,000      --            --        103,080           --        765
Former Vice President       2003    261,796    46,079      --            --             --           --     32,693
and Chief Operating                                                                                               
Officer                                                                                                           

MICHAEL P. MUELLER(5)       2005    304,770   227,555      --      18,346(7)         9,424      881,183      8,865
Vice-President, Steel       2004    294,468   266,442      --            --        103,080           --      2,937
Mill Operations             2003    241,428    44,071      --            --             --           --      7,424

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                                                        · Enlarge/Download Table

                                        ANNUAL COMPENSATION              LONG-TERM COMPENSATION                   
                                    ---------------------------  --------------------------------------           
                                                                            AWARDS              PAYOUTS           
                                                                 --------------------------------------           
                                                         OTHER    SECURITIES      SHARES OR                       
                                                         ANNUAL      UNDER      UNITS SUBJECT            ALL OTHER
                                                        COMPEN-  OPTIONS/SARS     TO RESALE       LTIP    COMPEN- 
   NAME AND PRINCIPAL                SALARY    BONUS     SATION     GRANTED      RESTRICTIONS   PAYOUTS   SATION  
       POSITION             YEAR      ($)       ($)       ($)         (#)           ($)(8)        ($)      ($)(9) 
------------------------  --------  -------   -------   -------  ------------   -------------   -------  ---------
                                                                                                                  
PAULO B.                    2005    304,770   217,821      --              --         --        222,183    10,664 
VASCONCELLOS(6)(10)         2004    294,468   247,480      --         103,080         --             --     2,937 
Former Vice-President,      2003     60,972     2,066      --              --         --             --        -- 
Northern Mill Operations                                                                                          

(1)  Mr. Casey served as President of the Company from 2002 until June 2005,    
 Chief Executive Officer from 2002 until January 2006, as director since
October 2002 and has been Chairman of the Company since June 2005. Mr.
     Casey's long-term incentive plan payout for 2005 consisted of $333,275 paid
  out in March 2006 with respect to the vesting of 25% of awards under the
Company's 2004 Long-Term Incentive Stakeholder Plan (the "2004 Plan") 
    granted on March 1, 2005. Mr. Casey's long-term incentive plan payouts for
2004 and 2003 were cash payments under a long-term incentive plan of  
  Ameristeel Corporation. No future amounts are payable to Mr. Casey under
this long-term incentive plan of Ameristeel Corporation.              

(2)  Mr. Longhi replaced Mr. Casey as President of the Company in June 2005 and 
    as Chief Executive Officer of the Company in January 2006. The Company and
   Gerdau Ameristeel US Inc. entered into an employment agreement, effective
as of June 1, 2005, with Mr. Longhi to serve as President and Chief   
     Executive Officer of the Company and Gerdau Ameristeel US Inc. In addition,
Gerdau S.A. entered into an employment agreement (the "Gerdau S.A.    
 Agreement"), effective as of June 1, 2005, with respect to Mr. Longhi's
   service as Vice President of Gerdau S.A. and as a member of the Executive
    Committee of Gerdau S.A. Under the terms of the Gerdau S.A. Agreement, Mr.
   Longhi is also entitled to an annual base salary of $257,004, plus bonus.
As part of the Gerdau S.A. Agreement, Mr. Longhi is also entitled to  
participate in a long-term incentive plan pursuant to which he will be
     awarded American Depository Receipts of Gerdau S.A. The compensation earned
by Mr. Longhi for 2005 pursuant to the Gerdau S.A. Agreement is not   
included in this table.                                               

(3)  Mr. Landa became Vice-President, Finance and Chief Financial Officer of    
Gerdau Ameristeel effective October 23, 2002. Mr. Landa's long-term   
 incentive plan payout for 2005 consisted of $222,183, paid out in March
2006 with respect to the vesting of 25% of awards under the 2004 Plan 
 granted on March 1, 2005 and $367,552 of cash payments upon exercise of
    vested SARs originally granted under a SAR plan of Ameristeel Corporation.
   Mr. Landa's long-term incentive plan payout for 2004 consisted of $59,898
of cash payments under a long-term incentive plan of Ameristeel       
 Corporation, and $126,380 of cash payments upon exercise of vested SARs
originally granted under a SAR plan of Ameristeel Corporation. His    
long-term incentive plan payout for 2003 was a cash payment under a   
long-term incentive plan of Ameristeel Corporation.                   

(4)  Mr. Andre Bier Johannpeter served as Vice President and Chief Operating    
    Officer of the Company from August 2004 until March 2006 when he was named
Executive Vice President of Gerdau S.A. Mr. Johannpeter's long-term   
     incentive plan payout for 2005 consisted of $222,183 paid out in March 2006
     with respect to the vesting of 25% of awards under the 2004 Plan granted on
March 1, 2005.                                                        

(5)  Mr. Mueller became Vice-President, Steel Mill Operations in January 2006.  
Previously, he was appointed Vice-President, Southern Mill Operations 
    effective October 1, 2003 and Vice President of Steel Operations effective
  October 23, 2002. Mr. Mueller's long-term incentive plan payout for 2005
     consisted of $222,183 paid out in March 2006 with respect to the vesting of
    25% of awards under the 2004 Plan granted on March 1, 2005 and $659,000 of
   cash payments upon exercise of vested SARs originally granted under a SAR
plan of Ameristeel Corporation.                                       

(6)  Mr. Vasconcellos served as Vice-President, Northern Mill Operations of the 
  Company from October 2003 until January 2006 when he was named Executive
  Vice President of Gerdau S.A. Mr. Vasconcellos' long-term incentive plan
   payout for 2005 consisted of $222,183 paid out in March 2006 with respect
 to the vesting of 25% of awards under the 2004 Plan granted on March 1,
2005.                                                                 

(7)  Number of options granted under the Company's 2005 Long-Term Incentive Plan
(the "2005 Plan"). See "Report on Executive Compensation -- Long-Term 
     Incentives-- 2005 Plan" for details. A total number of 202,478 options were
   granted on March 20, 2006 based on a Black-Scholes valuation of $4.88 per
option.                                                               

(8)  Number of phantom Common Shares granted under 2005 Plan and the 2004 Plan, 
as applicable. See "Report on Executive Compensation -- Long-Term     
   Incentives-- 2004 Plan" and "-- 2005 Plan" for details. For 2005, a total
 number of 104,010 phantom Common Shares were granted based on a closing
 price on March 17, 2006 of $9.50. For 2004, a total number of 2,040,846
     phantom Common Shares were granted based on a closing price on February 28,
2005 of $7.98.                                                        

(9)  All other compensation consists of insurance premiums paid by the Company, 
    or insurance expenses reimbursed by the Company, with respect to term life
   insurance for the benefit of the Named Executive Officers. The amount for
     Mr. Longhi includes a $3,000,000 signing bonus, plus amounts for reimbursed
    travel, medical and moving expenses, and other miscellaneous expenses, and
for Mr. Vasconcellos includes amounts for reimbursed moving expenses. 

(10) Mr. Johannpeter and Mr. Vasconcellos are no longer senior officers of the  
 Company. Awards will be granted to Mr. Johannpeter and Mr. Vasconcellos
 with respect to 2005 under a long-term incentive plan of Gerdau S.A. in
   lieu of awards pursuant to the 2005 Plan. Such awards will vest according
   to the terms of the 2005 Plan and the value thereof will be approximately
equivalent to awards that would have been granted under the 2005 Plan.

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 LONG-TERM INCENTIVE PLANS -
AWARDS IN MOST RECENTLY COMPLETED FINANCIAL YEAR

                                                        · Enlarge/Download Table

                                                                ESTIMATED FUTURE PAYOUTS UNDER 
                                              PERFORMANCE OR   NON-SECURITIES-PRICE-BASED PLANS
                          SECURITIES, UNITS    OTHER PERIOD    --------------------------------
                           OR OTHER RIGHTS   UNTIL MATURATION  THRESHOLD    TARGET     MAXIMUM 
          NAME                   (#)           OR PAYOUT(2)     ($ OR #)   ($ OR #)   ($ OR #) 
------------------------  -----------------  ----------------  ---------   --------   ---------
                                                                                               
Phillip E. Casey                    --                    --       --         --         --    
Mario Longhi                 1,749,526(3)                 --       --         --         --    
Tom J. Landa                    17,193        March 20, 2007       --         --         --    
Andre B. Johannpeter(1)             --                    --       --         --         --    
Michael P. Mueller              18,346        March 20, 2007       --         --         --    
Paulo B. Vasconcellos(1)            --                    --       --         --         --    

(1)  Mr. Johannpeter and Mr. Vasconcellos are no longer senior officers of the  
 Company. Awards will be granted to Mr. Johannpeter and Mr. Vasconcellos
 with respect to 2005 under a long-term incentive plan of Gerdau S.A. in
     lieu of awards pursuant to the Company's 2005 Long-Term Incentive Plan (the
     "2005 Plan"). Such awards will vest according to the terms of the 2005 Plan
     and the value thereof will be approximately equivalent to awards that would
have been granted under the 2005 Plan.                                

(2)  For the 2005 Plan, except as the Human Resources Committee may otherwise   
    provide at the time of the granting of an award, awards are made following
the end of the fiscal year, and payouts are made as soon as possible  
   following vesting in equal installments over a period of four years after
the date of the grant.                                                

(3)  Pursuant to the terms of Mr. Longhi's employment agreement, the Company    
     will deposit in trust an amount of Common Shares over a period beginning at
    the end of the first year following the commencement of Mr. Longhi's start
   date and ending 10 years thereafter or such earlier date if Mr. Longhi is
  separated from service in certain circumstances. See "Material Terms and
Conditions of Employment Agreements."                                 

 OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

                                                        · Enlarge/Download Table

                                                                               MARKET VALUE OF                 
                                SECURITIES     % OF TOTAL                        SECURITIES                    
                                  UNDER       OPTIONS/SARS                       UNDERLYING                    
                               OPTIONS/SARS    GRANTED TO      EXERCISE OR     OPTIONS/SARS ON                 
                                 GRANTED      EMPLOYEES IN     BASE PRICE     THE DATE OF GRANT    EXPIRATION  
       NAME         PLAN TYPE      (#)       FINANCIAL YEAR  ($/SECURITY)(2)       ($)(3)            DATE(4)   
------------------  ---------  ------------  --------------  ---------------  -----------------  --------------
                                                                                                               
Phillip E. Casey    2005 Plan       --              --              --                    --           --      
                    2004 Plan   154,621(1)         7.6            7.14            $1,103,996      March 1, 2009
Mario Longhi        2005 Plan        --             --              --                    --           --      
                    2004 Plan        --             --              --                    --           --      
Tom J. Landa        2005 Plan    17,193(5)         8.4            9.50            $   83,902     March 20, 2016
                    2005 Plan     8,832(6)         8.4            9.50            $   83,904     March 20, 2010
                    2004 Plan   103,080(1)         5.1            7.14            $  735,998      March 1, 2009
Andre B.                                                                                                       
Johannpeter(7)      2005 Plan        --             --              --                    --           --      
                    2004 Plan   103,080(1)         5.1            7.14            $  735,998      March 1, 2009
Michael P. Mueller  2005 Plan    18,346(5)         8.9            9.50            $   89,530     March 20, 2016
                    2005 Plan     9,424(6)         8.9            9.50            $   89,530     March 20, 2010

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                                                                               MARKET VALUE OF                
                                SECURITIES     % OF TOTAL                        SECURITIES                   
                                  UNDER       OPTIONS/SARS                       UNDERLYING                   
                               OPTIONS/SARS    GRANTED TO      EXERCISE OR     OPTIONS/SARS ON                
                                 GRANTED      EMPLOYEES IN     BASE PRICE     THE DATE OF GRANT    EXPIRATION 
       NAME         PLAN TYPE      (#)       FINANCIAL YEAR  ($/SECURITY)(2)       ($)(3)           DATE(4)   
------------------  ---------  ------------  --------------  ---------------  -----------------  -------------
                                                                                                              
                    2004 Plan   103,080(1)         5.1            7.14             $735,998      March 1, 2009
Paulo B.                                                                                                      
Vasconcellos(7)     2005 Plan        --             --              --                   --                 --
                    2004 Plan   103,080(1)         5.1            7.14             $735,998      March 1, 2009

(1)  Number of phantom Common Shares granted under the Company's 2004 Long-Term 
Incentive Stakeholder Plan ("2004 Plan"). In total, 2,040,846 phantom 
  Common Shares were granted under the 2004 Plan. See "Report on Executive
Compensation -- Long-Term Incentives -- 2004 Plan" for details.       

(2)  Phantom Common Shares granted under the 2004 Plan had a base price of      
   $7.14. Phantom Common Shares granted under the 2005 Plan had a base price
 of $9.50. Options granted under the 2005 Plan have an exercise price of
$9.50.                                                                

(3)  The closing price of Gerdau Ameristeel's Common Shares on February 28, 2005
on the New York Stock Exchange was $7.14. The closing price of Gerdau 
     Ameristeel's Common Shares on March 17, 2006 on the New York Stock Exchange
was $9.50.                                                            

(4)  For the 2004 Plan, awards are made following the end of the fiscal year,   
and payouts are made as soon as possible following vesting in equal   
  installments over a period of four years on each of the four anniversary
    dates of the date of grant, beginning one year after the date on which the
award is granted. For the 2005 Plan, except as the Human Resources    
  Committee may otherwise provide at the time of the granting of an award,
    awards are made following the end of the fiscal year, and payouts are made
as soon as possible following vesting, in the case of phantom Common  
     Shares, in equal installments over a period of four years after the date of
the grant.                                                            

(5)  Number of options granted under the Company's 2005 Long-Term Incentive Plan
   ("2005 Plan"). In total, 202,478 options were granted under the 2005 Plan
     at a Black-Scholes valuation of $4.88. The exercise price of the options is
 $9.50. See "Report on Executive Compensation -- Long-Term Incentives --
2005 Plan" for details on the plan.                                   

(6)  Number of phantom Common Shares granted under the Company's 2005 Plan. In  
    total, 104,010 phantom Common Shares were granted under the 2005 Plan. See
     "Report on Executive Compensation -- Long-Term Incentives -- 2005 Plan" for
details on the plan.                                                  

(7)  Mr. Johannpeter and Mr. Vasconcellos are no longer senior officers of the  
 Company. Awards will be granted to Mr. Johannpeter and Mr. Vasconcellos
 with respect to 2005 under a long-term incentive plan of Gerdau S.A. in
   lieu of awards pursuant to the 2005 Plan. Such awards will vest according
   to the terms of the 2005 Plan and the value thereof will be approximately
equivalent to awards that would have been granted under the 2005 Plan.

AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL
 YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES

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                                                                               VALUE OF UNEXERCISED
                                                                UNEXERCISED        IN-THE-MONEY    
                                                              OPTIONS/SARS AT    OPTIONS/SARS AT   
                                                                  FY-END              FY-END       
                        SECURITIES ACQUIRED  AGGREGATE VALUE        (#)                ($)         
                            ON EXERCISE          REALIZED      EXERCISABLE/        EXERCISABLE/    
        NAME                    (#)                ($)         UNEXERCISABLE      UNEXERCISABLE    
----------------------  -------------------  ---------------  ---------------  --------------------
                                                                                                   
Phillip E. Casey                 --                   --                --/--                --/-- 
Mario Longhi                     --                   --                --/--                --/-- 
Tom J. Landa(1)                  --              367,552      285,781/191,164    1,097,400/734,070 
Andre B. Johannpeter             --                   --                --/--                --/-- 
Michael P. Mueller(1)            --              659,000      243,185/191,448      933,829/735,160 
Paulo B. Vasconcellos            --                   --                --/--                --/-- 

(1)  SARs granted under a former Ameristeel Corporation SAR plan and converted  
  to Gerdau Ameristeel Common Shares based on an exchange factor of 9.4617
    Gerdau Ameristeel Common Shares for each Ameristeel Corporation share. The
    price of Gerdau Ameristeel's Common Shares on December 31, 2005 on the New
York Stock Exchange was $5.64.                                        

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RETIREMENT PLANS

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                                            YEARS OF SERVICE                            
FINAL AVERAGE  -------------------------------------------------------------------------
 COMPENSATION  5 YEARS   10 YEARS   15 YEARS   20 YEARS   25 YEARS   30 YEARS   35 YEARS
-------------  -------   --------   --------   --------   --------   --------   --------
                                                                                        
   $100,000    $ 6,219    $12,437    $18,656    $24,875    $31,094    $37,312   $ 43,531
   $150,000      9,969     19,937     29,906     39,875     49,844     59,812     69,781
   $200,000     13,719     27,437     41,156     54,875     68,594     82,312     96,031
   $210,000     14,469     28,937     43,406     27,875     72,344     86,812    101,281

          The table above sets forth the estimated annual benefits, payable as a
single life annuity beginning at retirement at age 65, at various remuneration  
levels and for representative years of service at normal retirement date, under 
the tax qualified non-contributory defined benefit pension plan applicable to   
the Named Executive Officers (the "Retirement Plan").                           

  Under the Retirement Plan, the compensation taken into account
generally includes all salary, bonuses and other taxable compensation, subject  
to an annual compensation limit, which currently is $210,000. The Named         
Executive Officers must have five years of credit service to be eligible for    
payment of benefits under the Retirement Plan. As of December 31, 2005, the     
final average compensation and years of credited service for the Named Executive
Officers for purposes of the Retirement Plan are as follows: Phillip E. Casey   
has $210,000 and eleven years, Tom J. Landa has $210,000 and ten years, Andre B.
Johannpeter has $210,000 and two years, Michael P. Mueller has $210,000 and four
years and Paulo B. Vasconcellos has $210,000 and two years. The benefits under  
the Retirement Plan are not subject to any deduction for Social Security.       

MATERIAL TERMS AND CONDITIONS OF EMPLOYMENT AGREEMENTS

          There are currently no employment agreements with any of the executive
officers other than Mario Longhi, the Company's President and Chief Executive   
Officer.                                                                        

        The Company and Gerdau Ameristeel US Inc., a wholly-owned subsidiary
of the Company, entered into an employment agreement, effective as of June 1,   
2005, with Mr. Longhi to serve as President and Chief Executive Officer of the  
Company and Gerdau Ameristeel US Inc. Under the terms of his employment         
agreement, Mr. Longhi is entitled to an annual base salary of $600,000, plus an 
annual bonus pursuant to the annual bonus plan maintained for executive         
employees of Gerdau Ameristeel US Inc., except that Mr. Longhi will receive a   
minimum annual bonus of $300,000 in 2006 and 2007. Mr. Longhi received a        
one-time signing bonus of $3,000,000 in 2005. As part of his employment         
agreement, Mr. Longhi is entitled to participate in a long-term incentive       
arrangement, which excludes him from participating in any other long-term       
incentive plans of the Company, including the 2005 Long-Term Incentive Plan,    
unless his participation is expressly approved by the Board. The long-term      
incentive arrangement provides that the Company will deliver 1,749,526 Common   
Shares as long as Mr. Longhi is Chief Executive Officer of Gerdau Ameristeel US 
Inc. on June 1, 2015. In addition, Mr. Longhi is entitled to an amount of Common
Shares equal to the amount of cash dividends payable on such Common Shares, plus
an amount in cash equal to 75% of the amount by which US$25 million exceeds, on 
June 1, 2015, the value of the 1,749,526 Common Shares, the amount of cash      
dividends payable on such Common Shares, plus the value of certain shares of    
Gerdau S.A. stock or American Depository Receipts of Gerdau S.A. awarded        
pursuant to Mr. Longhi's separate employment agreement with Gerdau S.A.         
Agreement, dated as of June 1, 2005, as long as Mr. Longhi is Chief Executive   
Officer of Gerdau Ameristeel US Inc. on June 1, 2015.                           

       In order to secure the Company's obligations to deliver such Common
Shares, the Company will deposit in trust such Common Shares over a period      
beginning at the end of the first year following the commencement of his start  
date and ending 10 years thereafter or such earlier date if Mr. Longhi is       
separated from service in certain circumstances. Once each calendar year, Mr.   
Longhi will have the right to demand that the Company make a deposit of cash in 
the trust, if at the time of such demand, the fair market value of such Common  
Shares previously deposited is less than 80% of the cash amount that would be   
owed to Mr. Longhi if he voluntarily                                            

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terminated his employment relationship. Each year on June 1, if the value of    
such Common Shares and the cash in the trust is greater than 120% of the cash   
amount that would be owed to Mr. Longhi if he voluntarily terminated his        
employment relationship, the Company may remove cash from the trust. In the     
event that Mr. Longhi has a separation from service prior to June 1, 2015, due  
to termination without cause, termination by Mr. Longhi for any reason or       
termination for death or disability, he will, in each instance, be entitled to a
calculated portion of his long-term incentive.                                  

        Mr. Longhi is also eligible to participate in the retirement plan of
Gerdau Ameristeel US Inc. and is entitled to supplemental pension payments. His 
supplemental pension payments will be: (i) in the event of separation from      
service as a result of retirement or if prior to retirement, due to involuntary 
termination not for cause, a percentage of the amount by which his maximum      
pension payment exceeds his annual payments received under any pension plans;   
(ii) in the event of separation from service prior to retirement due to         
voluntary termination, a percentage of the amount by which his maximum pension  
payment, subject to certain adjustments, exceeds his annual payments received   
under any pension plans; and (iii) in the event of a separation from service    
prior to reaching the age of retirement due to a disability, a percentage of the
amount by which his maximum pension payment exceeds the total amount of any     
disability payments received and any payments received under any pension plans. 

   Either Mr. Longhi or Gerdau Amersteel US Inc. may terminate the
employment relationship for any reason, with or without cause, with 90 days     
advance written notice to the other. Upon termination without cause or death or 
disability, Mr. Longhi will receive a pro-rated payment of any bonus earned for 
the year in which he is terminated, plus the long-term incentive and            
supplemental pension benefits. In the event that Mr. Longhi is terminated with  
cause or he resigns or otherwise voluntarily terminates the employment          
relationship, he will be entitled to a pro-rated payment of any bonus.          

         For a period of one year following termination of his employment, Mr.
Longhi will not directly or indirectly solicit any employee of the Company or   
Gerdau S.A. or any of their subsidiaries or have any business connection with a 
business that competes with the Company or Gerdau S.A. or any of their          
subsidiaries.                                                                   

      Gerdau S.A. entered into an employment agreement (the "Gerdau S.A.
Agreement"), effective as of June 1, 2005, with respect to Mr. Longhi's service 
as Vice President of Gerdau S.A. and as a member of the Executive Committee of  
Gerdau S.A. Under the terms of the Gerdau S.A. Agreement, Mr. Longhi is entitled
to an annual base salary of $257,004, plus bonus. As part of the Gerdau S.A.    
Agreement, Mr. Longhi is entitled to participate in a long-term incentive plan  
pursuant to which he will be awarded American Depository Receipts of Gerdau S.A.

        For a summary of Mr. Longhi's compensation, see "Report on Executive
Compensation -- Chief Executive Officer Compensation" in this Management        
Information Circular.                                                           

COMPOSITION OF THE HUMAN RESOURCES COMMITTEE

          The following individuals served as the members of the Human Resources
Committee of the Board of Directors (the "Human Resources Committee") during the
fiscal year ended December 31, 2005:                                            

Mr. Kenneth W. Harrigan                                     

Mr. Joseph J. Heffernan                                     

Dr. Michael D. Sopko (Chair)(1)                             

----------                                                                      
(1)  Mr. Sopko has indicated that he is not standing for reelection at this     
meeting                                                               

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       None of the members of the Human Resources Committee is an officer,
employee or former officer or employee of the Company or any of its affiliates  
or is eligible to participate in the Company's executive compensation program.  

REPORT ON EXECUTIVE COMPENSATION

         The Company's Executive Compensation Program is overseen by the Human
Resources Committee of the Board of Directors. The Human Resources Committee is 
responsible for reviewing, determining and recommending to the Board for final  
approval the annual salary, bonus and other compensation levels of the executive
officers of the Company. In addition, the Human Resources Committee is also     
charged with reviewing management recommendations with regard to hirings,       
transfers and promotions, and overseeing pension arrangements for all employees.
The charter of the Human Resources Committee is available on the Company's      
website at www.gerdauameristeel.com. The Human Resources Committee met seven    
times during 2005.                                                              

COMPENSATION ELEMENTS AND DETERMINATION PROCESS                                 

         Direct compensation for executive officers of the Company consists of
three elements: a fixed base salary, annual incentives and long-term incentives,
each of which is described in more detail below. In reviewing and determining   
executive compensation, the Human Resources Committee examines each component   
individually as well as total compensation as a whole.                          

        Recommendations from management are submitted to the Human Resources
Committee for consideration for the Named Executive Officers (and other         
management employees) other than the President and Chief Executive Officer.     
Compensation levels for the President and Chief Executive Officer are determined
solely by the Human Resources Committee. In making its determination, the Human 
Resources Committee considers input from the Chairman of the Board and Gerdau   
S.A., the Company's majority shareholder. As an aid to its assessment, the Human
Resources Committee uses third-party competitive data and advice from           
independent compensation consultants.                                           

BASE SALARIES                                                                   

Base salaries are initially determined with reference to the
responsibilities of the position, the experience of the incumbent and the       
competitive marketplace for executive talent. External competitiveness of each  
executive officer is measured by reviewing compensation levels for positions    
with comparable responsibilities across a broad-based group of industrial       
companies. This reference data is representative of the marketplace for senior  
executive talent of each position under consideration. Base salaries are        
targeted, over time, to be competitive with those of this comparator group.     
Salary levels are reviewed annually and adjustments may be made, if warranted,  
after evaluation of executive officer and Company performance, salary increase  
trends in the marketplace, current salary competitive positioning and any       
increase in responsibilities assumed by the executive officer.                  

ANNUAL INCENTIVES -- STRATEGIC VALUE ADDED PLAN                                 

    The Human Resources Committee believes that the annual incentive
compensation levels of executive officers should be tied, in part, to the       
performance of the Company. On January 1, 2004, the Human Resources Committee   
revised the Company's short-term incentive plan called the Strategic Value Added
Plan ("SVA Plan"), an annual cash award plan based on certain performance       
targets. The SVA Plan is designed to reward executives for overall company ROCE 
(return on capital employed) results versus planned results established at the  
beginning of the year. The plan also rewards executives for their achievement of
individual goals established at the beginning of the year. During 2005, 66% of  
rewards were based on the ROCE results and the other 33% was based on their     
individual performance results. The SVA Plan was subsequently amended in March  
2006 to change the definition of ROCE for the purposes of the SVA Plan and      
adjust reward allocations under the SVA Plan.                                   

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LONG-TERM INCENTIVES                                                            

2004 PLAN                                                   

       For the year ended December 31, 2004, the Human Resources Committee
adopted the 2004 Long-Term Incentive Stakeholder Plan (the "2004 Plan"). The    
2004 Plan was designed to reward the Company's senior management with a share of
the Company's profits after a capital charge. Awards, calculated in dollars,    
were invested in phantom common shares at a price equal to the closing price of 
the common shares on the New York Stock Exchange on the date of the grant, and  
vest in equal installments on each of the four anniversary dates of the date of 
grant. Payouts were calculated based on the closing price of Common Shares on   
the New York Stock Exchange on the vesting date and were paid as soon as        
practicable following vesting. An award of approximately $14 million was earned 
by participants in the 2004 Plan and was granted on March 1, 2005. The aggregate
value of awards granted to the Named Executive Officers under the 2004 Plan was 
$4,047,988, or 566,941 phantom Common Shares, and 25% of such awards vested on  
February 28, 2006. No awards are expected to be granted under the 2004 Plan in  
the future, however vesting of prior awards under the 2004 Plan is scheduled to 
continue until 2008.                                                            

2005 PLAN                                                   

          For the year commencing January 1, 2005, the Human Resources Committee
adopted the 2005 Long-Term Incentive Plan (the "2005 Plan"), which was approved 
by shareholders on May 6, 2005. The 2005 Plan is designed to reward the         
Company's employees with bonuses which are established as a percentage of the   
participant's salary, the payment of which is based on the achievement of return
on capital invested targets. Bonuses which have been earned are awarded after   
the end of the year in the form of cash, stock appreciation rights and/or       
options. The 2005 Plan was amended by the Human Resources Committee, without    
shareholder approval, as permitted under the 2005 Plan and because the          
amendments were of a housekeeping nature, effective March 2, 2006 to provide    
that:                                                                           

      a)   awards under the 2005 Plan will not be non-qualified deferred
              compensation for purposes of compliance with Section 409A of the
Treasury Code Regulations;                        

      b)   stock appreciation rights may be awarded under the 2005 Plan;

 c)   participation in the 2005 Plan is limited to persons who
           constitute a select group of management or highly compensated
employees;                                        

         d)   the discretion of the Human Resources Committee to determine the
      amount of awards, and to adjust the financial targets is
          established to comply with Section 409A of the Treasury Code
Regulations; and                                  

          e)   awards under the 2005 Plan will vest immediately upon a change of
         control for purposes of compliance with Section 409A of the
Treasury Code Regulations.                        

  Those employees of the Company who are determined by the Human
Resources Committee and who are a select group of management or highly          
compensated employees are eligible to participate in the 2005 Plan from time to 
time.                                                                           

          The maximum number of Common Shares issuable pursuant to options under
the 2005 Plan is 6,000,000 and there are currently 304,729,125 outstanding      
Common Shares. The Common Shares reserved for issuance represent approximately  
2% of the Company's currently outstanding capital. Grants have been made under  
the 2005 Plan as of the date hereof as indicated in the table entitled          
"Long-Term Incentive Plans - Awards in Most Recently Completed Financial Year". 

        Subject to the overall limit on the number of Common Shares issuable
under the 2005 Plan, the maximum number of Common Shares available for issuance 
under the 2005 Plan to insiders of the Company, or to any one participant, is 2%
of the Company's outstanding Common Shares.                                     

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          The portion of any bonus which is payable in cash is to be paid in the
form of phantom stock. The number of shares of phantom stock awarded to a       
participant is determined by dividing the cash bonus amount by the fair market  
value of a Common Share at the date the award of phantom stock is made. For the 
purposes of the 2005 Plan, fair market value is determined based on the weighted
average trading price of Common Shares on the New York Stock Exchange for five  
trading days prior to the date of grant. Phantom stock vests as to 25% each year
following each of the first four anniversaries of the date of the award. Phantom
stock will be paid out following vesting on the basis of a cash payment equal to
the number of shares of phantom stock to be paid out multiplied by the fair     
market value of a Common Share determined as at the payment date.               

          Any dividends paid on the Common Shares from time to time will be paid
to participants in the 2005 Plan in the form of phantom stock. These additional 
payments of phantom stock will be made on the date of the payment of the        
dividend by dividing (i) the amount of the dividends that would have been       
received by the participant on the number of shares of phantom stock held if    
such phantom stock had been Common Shares by (ii) the fair market value of a    
Common Share at the date the dividend is paid. This additional phantom stock    
will vest and be paid out at the same dates as the phantom stock to which the   
dividends relate.                                                               

  On termination of employment because of death or disability or
following a change of control, phantom stock fully vests. On retirement, a      
pro-rata portion of phantom stock vests and unvested phantom stock is forfeited.
On any other termination of employment or resignation unvested phantom stock is 
forfeited. Phantom stock is not transferable except by will or the laws of      
succession.                                                                     

       The portion of any bonus which is not payable in cash is payable in
stock appreciation rights and/or options. The number of stock appreciation      
rights and/or options awarded to a participant is determined by dividing the    
non-cash amount of the bonus by the fair market value of a Common Share at the  
date the award of the options is made, and then adjusting this amount by a      
factor calculated based on the value of such options at that date (where the    
value of the options is determined by the Human Resources Committee based on a  
Black Scholes or other comparable method for determining option values). The    
exercise price of the stock appreciation right and/or option will be the fair   
market value of a Common Share on the date of the award. Stock appreciation     
rights and/or options vest as to 25% each year following each of the first four 
anniversaries of the date of the award. Stock appreciation rights and/or options
may be exercised following vesting. Stock appreciation rights and/or options    
have a maximum term of 10 years. On exercise of an option, the participant shall
pay the exercise price to the Company and the Company will issue a Common Share 
to the Participant. On the exercise of a stock appreciation right, the Company  
will pay to the participant the fair market value of a Common Share, less the   
exercise price and applicable taxes.                                            

  On termination of employment because of death or disability or
following change of control, stock appreciation rights and/or options fully     
vest. On retirement, a pro-rata portion of stock appreciation rights and/or     
options vest and unvested stock appreciation rights and/or options are          
forfeited. On any other termination of employment or resignation unvested stock 
appreciation rights and/or options are forfeited. Stock appreciation rights     
and/or options are not transferable except by will or the laws of succession.   

        On a change of control of the Company, all unvested awards under the
2005 Plan vest immediately.                                                     

         The 2005 Plan and grants of awards under the 2005 Plan may be amended
by the Human Resources Committee without shareholder approval, provided that the
Human Resources Committee may not directly or indirectly re-price options, may  
not extend stock appreciation rights and/or options beyond a term of 10 years   
and may not increase the number of Common Shares issued or issuable under the   
2005 Plan, except with shareholder approval. This means that the Human Resources
Committee will have the authority to make changes such as modifying outstanding 
stock appreciation rights and/or options granted thereunder, or accepting the   
surrender of outstanding stock appreciation rights and/or options (to the extent
not previously exercised) and authorizing the granting of new stock appreciation
rights and/or options in substitution therefor, subject to the terms and        
conditions and within the limitations of the 2005 Plan.                         

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STOCK APPRECIATION RIGHTS PLAN                                                  

          In March 2006, the Human Resources Committee and the Board adopted the
2006 Stock Appreciation Rights Plan (the "SARS Plan"). The SARS Plan is designed
to attract, retain and motivate participating employees of the Company and its  
affiliated entities through awards of stock appreciation rights, the value of   
which will be based on the value of Common Shares. Stock appreciation rights are
awarded under the SARS Plan in the form of a stock appreciation right           
certificate, exercisable or payable at such time, and upon the occurrence of    
such events, as the Human Resources Committee shall specify in such certificate.
Stock appreciation rights may only be granted for whole Common Shares, and the  
base price of a stock appreciation right may not at any time be less than the   
fair market value of Common Shares on the date of the grant. Upon exercise, the 
Company shall pay stock appreciation right recipients an amount equal to the    
amount by which the fair market value of one Common Share on the date of        
exercise exceeds the fair market value of one share on the date of grant,       
multiplied by the number of Common Shares covered by the stock appreciation     
right, or portion thereof, surrendered in connection with the exercise of the   
stock appreciation right.                                                       

     Any person, including an officer but not a person who is solely a
director, employed by the Company or any of its affiliates may participate in   
the SARS Plan. Those employees of the Company who are determined by the Human   
Resources Committee are eligible to participate in the SARS Plan from time to   
time. There are no restrictions on the number of stock appreciation rights that 
may be granted to any one participant under the SARS Plan.                      

      Stock appreciation rights vest at the rate of one-fourth per year,
commencing on the anniversary of the date of the grant. The term of stock       
appreciation rights shall be determined by the Human Resources Committee at the 
time of the grant, provided that all stock appreciation rights expire 10 years  
after the date of the grant. On termination of employment because of death or   
disability, or in the event of a change of control while a participant is still 
employed by the Company or any affiliate, stock appreciation rights fully vest. 
On retirement, a pro-rata portion of stock appreciation rights vest. In all     
other cases of termination of employment, a participant may exercise stock      
appreciation rights at any time within 90 days after such termination to the    
extent such participant's right to exercise stock appreciation rights was vested
at the date of termination and had not previously been exercised. The 90 day    
exercise period shall be increased to one year if termination is due to death or
disability, or if the participant dies during the 90 day exercise period. The 90
day exercise period shall be increased to five years if termination is due to   
retirement. Stock appreciation rights are not transferable except by will or the
laws of succession.                                                             

      The Human Resources Committee has the power under the SARS Plan to
administer the SARS Plan, including to determine the nature, amount and terms   
and conditions of all stock appreciation rights granted under the SARS Plan, in 
accordance with and subject to certain limitations and requirements set forth   
therein. The Human Resources Committee also has the power and to revise, amend  
or terminate the SARS Plan at any time without notice, but no participant's     
rights with respect to outstanding stock appreciation rights may be materially  
and adversely affected without such participant's consent.                      

CHIEF EXECUTIVE OFFICER COMPENSATION                                            

      Mr. Phillip Casey served as Chief Executive Officer of the Company
from October 23, 2002 until January 2006. Mr. Phillip Casey's salary for 2005   
was determined by the Human Resources Committee with reference to his           
responsibilities as Chief Executive Officer, his significant experience and the 
competitive marketplace for executive talent. In January 2005, the Human        
Resources Committee met to conduct its annual review of Mr. Casey's salary in   
light of his performance and approved an annual merit salary increase. In 2005, 
Mr. Casey received an annual base salary of $550,008 and a bonus of $399,856.   
This salary was in the middle range of compensation for a broad sample of North 
American industrial companies. Mr. Casey's bonus for 2005 was determined by the 
Human Resources Committee in accordance with the terms of the Company's SVA Plan
with reference to his performance in 2005. No award was made to Mr. Casey with  
respect to 2005 under the 2005 Plan.                                            

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        Mr. Mario Longhi became President of the Company on June 1, 2005 and
Chief Executive Officer of the Company on January 18, 2006. Under the terms of  
his employment agreement with the Company, Mr. Longhi is entitled to an annual  
base salary of $600,000, plus a bonus.                                          

Report presented by the Human Resources Committee:          

      Dr. Michael Sopko (Chair), Mr. Joseph J. Heffernan and Mr. Kenneth
Harrigan.                                                                       

 PERFORMANCE GRAPH

      The first chart below compares the yearly percentage change in the
Company's cumulative total shareholder return on the Company's Common Shares on 
the TSX (assuming all dividends were reinvested at the market price on the date 
of payment) against the cumulative total shareholder return of the S&P/TSX      
Composite Total Return Index for the five years commencing December 31, 2000 and
ending December 31, 2005. For periods prior to October 23, 2002, the information
below shows the performance of common shares of Co-Steel Inc. ("Co-Steel"), a   
predecessor to the Company, prior to the transaction with Gerdau S.A.           

       The second chart below compares the yearly percentage change in the
Company's cumulative total shareholder return on the Company's Common Shares on 
the NYSE (assuming all dividends were reinvested at the market price on the date
of payment) against the cumulative total shareholder return of the S&P500       
Composite Total Return Index for the period between October 15, 2004 and        
December 31, 2005.                                                              

 (PERFORMANCE GRAPH)

                                                        · Enlarge/Download Table

                         31-Dec-00  31-Dec-01  31-Dec-02  31-Dec-03  31-Dec-04  31-Dec-05
                         ---------  ---------  ---------  ---------  ---------  ---------
                                                                                         
Gerdau Ameristeel         $100.00     $27.90     $37.26     $75.65    $130.32    $107.94 
S&P/TSX Composite Total                                                                  
Return Index              $100.00     $87.43     $76.55     $97.01    $111.06    $137.85 

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 (PERFORMANCE GRAPH)

                                                                · Download Table

                                      15-Oct-04   31-Dec-04   31-Dec-05
                                      ---------   ---------   ---------
                                                                       
Gerdau Ameristeel                      $100.00     $143.83     $121.67 
S&P500 Composite Total Return Index    $100.00     $109.79     $115.18 

 COMPENSATION OF DIRECTORS

          Directors of the Company who are not officers of the Company or any of
its affiliates are entitled to receive from the Company an annual retainer for  
participating on the Board and its Committees. Mr. Casey is paid an annual      
retainer of US$200,000 for his services as Chairman of the Board. Any director  
who acts as a chairman of a Committee receives an additional annual retainer.   
Directors receive a fee for every meeting they attend, and are reimbursed for   
their reasonable expenses incurred to attend meetings.                          

    The table below shows the fee schedule for 2005. All fees are in
Canadian dollars. The total fees paid in 2005 are based on:                     

        -    five independent directors on the Board of Directors;

             -    three independent directors on the Audit Committee and the
                   Human Resources Committee, two independent directors on the
                   Corporate Governance Committee and one independent director
                    on the Safety, Health and Environmental Committee, which was
dissolved in 2005; and                  

        -    attendance at meetings. In 2005, there were ten Board
               meetings, eight Audit Committee meetings, two Corporate
               Governance Committee meetings and seven Human Resources
Committee meetings.                     

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                                       TOTAL FEES PAID TO THE BOARD OF DIRECTORS
     TYPE OF FEE       AMOUNT (CDN$)                     (CDN$)                 
--------------------  ---------------  -----------------------------------------
                                                                                
ANNUAL RETAINER                                                                 
   Board member                40,000                 200,000                   
   Committee chair    Audit    10,000                  20,000                   
                      Others    5,000                                           
ATTENDANCE FEES                                                                 
   Board meeting                1,500                  73,500                   
   Committee meeting            1,500                  75,000                   
TOTAL                                                 368,500                   

       Directors receive 50% of their compensation in deferred share units
(DSUs). A DSU is a bookkeeping entry equivalent to the market value of the      
Company's Common Shares, which is credited to an account maintained for each    
director until retirement from the Board. The following table shows the         
compensation paid to each director in 2005, as well as the total number of DSUs 
held by each director and their value on December 31, 2005.                     

                                                        · Enlarge/Download Table

                                                  AMOUNT (CDN$)                                     
                                  AMOUNT PAID    AND PERCENTAGE     TOTAL NUMBER OF   YEAR END VALUE
                      TOTAL FEES    IN CASH       PAID IN DSUS        DSUS HELD ON     OF TOTAL DSUS
       DIRECTOR         (CDN$)       (CDN$)    DURING FISCAL 2005  DECEMBER 31, 2005     (CDN$)(1)  
--------------------  ----------  -----------  ------------------  -----------------  --------------
                                                                                                    
Kenneth W. Harrigan     77,500       38,750        38,750/50%            15,780           104,148   
Joseph J. Heffernan     72,000       36,000        36,000/50%            34,038           224,651   
J. Spencer Lanthier     75,500       37,750        37,750/50%            15,361           101,382   
Arthur Scace            71,500       37,750        35,750/50%             9,705            64,053   
Dr. Michael D. Sopko    72,000       36,000        36,000/50%             9,835            64,911   

----------                                                                      
(1)  Based on the closing price on the Toronto Stock Exchange on December 31,   
2005 of Cdn$6.60.                                                     

      None of the executive officers of Gerdau Ameristeel or Gerdau S.A.
received compensation for services rendered to or on behalf of the Company in   
his capacity as a director for the most recently completed fiscal year.         

PERFORMANCE OF DIRECTORS

         The Board of Directors and each Committee meet regularly and have the
full participation of each member. Directors are expected to attend at least 75%
of Board and Committee meetings. Members of the Audit Committee are expected to 
attend every meeting. During 2005, each Board member and each Committee member  
attended at least 75% of all Board meetings and at least 75% of all Committee   
meetings.                                                                       

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SECURITY-BASED COMPENSATION ARRANGEMENTS

   In 2005, the Company's shareholders approved the 2005 Plan. See
"Report on Executive Compensation - Long-Term Incentives - 2005 Plan". The      
equity-based compensation plans formerly of Co-Steel and Ameristeel Company,    
both predecessors of the Company, were previously approved by shareholders.     
These plans are no longer in force.                                             

    For the equity-based compensation plans formerly of Co-Steel and
Ameristeel Company and the 2005 Plan, the following table shows the number of   
securities to be issued upon exercise of outstanding options, warrants and      
rights, the weighted-average exercise price of outstanding options, warrants and
rights and the number of securities remaining available for future issuance.    

                                                        · Enlarge/Download Table

                                                                                    NUMBER OF SECURITIES   
                                                                                   REMAINING AVAILABLE FOR 
                                                                                    FUTURE ISSUANCE UNDER  
                                                                                  EQUITY COMPENSATION PLANS
                                                                                    (EXCLUDING SECURITIES  
                                NUMBER OF SECURITIES TO BE    WEIGHTED-AVERAGE     WHICH MAY BE ISSUED IN  
                                  ISSUED UPON EXERCISE OF     EXERCISE PRICE OF        CONNECTION WITH     
                                   OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,   
PLAN CATEGORY                       WARRANTS AND RIGHTS      WARRANTS AND RIGHTS    WARRANTS AND RIGHTS)   
-----------------------------   --------------------------  --------------------  -------------------------
                                                                                                           
EQUITY COMPENSATION PLANS APPROVED BY SECURITYHOLDERS                                                      

Equity Compensation Plans                2,833,288                  $5.95                                 0
formerly of Co-Steel and                                                                                   
AmeriSteel Stock-Based Option                                                                              
Plans(1)                                                                                                   

2005 Plan                                  202,478                  $9.50                         5,794,752

EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITYHOLDERS                                                  

None                                            --                     --                                --

Total                                    8,833,288                  $5.95          Maximum 6,000,000 Common
                                                                                             Shares        

----------                                                                      
(1)  No longer in force.                                                        

INDEBTEDNESS

       As of March 30, 2006, the aggregate indebtedness outstanding of all
executive officers, directors, employees and former executive officers,         
directors and employees of the Company and its subsidiaries, in connection with 
the purchase of securities of the Company and all other indebtedness to the     
Company (other than "routine indebtedness" under applicable Canadian securities 
laws), was approximately Cdn$1.85 million. This indebtedness represents loans to
executives pursuant to the Co-Steel Long-Term Incentive Plan (which has been    
terminated), which are secured by the Common Shares purchased with the loan     
proceeds and, in some cases, life insurance.                                    

      No director or executive officer who is, or at any time during the
year ended December 31, 2005 was a director or executive officer of the Company,
is indebted to the Company.                                                     

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 AUDIT COMMITTEE

      The Audit Committee is presently comprised of Mr. Spencer Lanthier
(Chair), Mr. Kenneth Harrigan and Mr. Arthur Scace. All members of the Audit    
Committee are required to be independent and financially literate and at least  
one member of the Audit Committee is to be a "financial expert" as such term is 
defined by the U.S. Securities and Exchange Commission. Each member of the Audit
Committee is independent and financially literate within the meaning of         
applicable law and stock exchange listing requirements. The Board has determined
that J. Spencer Lanthier is an "audit committee financial expert" as defined in 
the Audit Committee Charter that is available on the Company's website at       
www.gerdauameristeel.com.                                                       

RELEVANT EDUCATION AND EXPERIENCE                           

         Each member of the Audit Committee has acquired significant financial
experience and exposure to accounting and financial issues. Mr. Lanthier worked 
as a public company auditor for 28 years, and has served as a director and a    
member of the audit committee of several public and private companies. Mr.      
Harrigan holds an HBA and LLD from the Ivey School of Business at the University
of Western Ontario, from 1981 to 1989 was the President and Chief Executive     
Officer of the Ford Motor Company of Canada, Limited, and from 1990 to 1992 was 
the Chairman and Chief Executive Officer. Mr. Harrigan serves as Chairman of the
audit committee for two other public companies. Mr. Scace has served as a       
director and a member of the audit committee of several public companies.       

      Pursuant to the New York Stock Exchange Listed Company Manual, the
members of the Audit Committee may not serve on the audit committee of more than
two other public companies without prior Board approval. With the Board's       
approval, Mr. Lanthier, Mr. Harrigan and Mr. Scace currently serve on the audit 
committee of more than two other public companies. The Board has determined that
such simultaneous service will not impair the ability of Mr. Lanthier, Mr.      
Harrigan and Mr. Scace to effectively serve the Audit Committee.                

AUDIT COMMITTEE MANDATE                                     

     The Audit Committee is responsible for assisting the Board in its
oversight of:                                                                   

-    the integrity of the Company's financial statements and related  
disclosure;                                                 

-    the Company's compliance with legal and regulatory requirements; 

-    the independent auditor's qualifications, performance and        
independence;                                               

-    the performance of the Company's internal audit function;        

-    the internal controls and disclosure controls at the Company; and

    -    any additional matters delegated to the Audit Committee by the Board.

PRE-APPROVAL POLICIES AND PROCEDURES                        

     The Audit Committee has established a policy of pre-approving all
auditing services and non-audit services to be performed for the Company by its 
external auditors, and the Audit Committee shall not engage the external        
auditors to perform those specific non-audit services proscribed by law or      
regulation. The Audit Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the authority to  
grant pre-approvals of audit and permitted non-audit services, provided that    
decisions of such subcommittee to grant pre-approvals shall be presented to the 
full Committee at its next scheduled meeting.                                   

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       On a quarterly basis, the Audit Committee meets separately with the
external auditors without management being present and meets separately with    
management without the external auditors being present.                         

AUDIT COMMITTEE CHARTER AND WHISTLE BLOWER POLICY           

    The charter of the Audit Committee is available on the Company's
website at www.gerdauameristeel.com. Further information regarding the Company's
Audit Committee can be found in the "Audit Committee" section of the Company's  
Annual Information Form (the "AIF") for the financial year ended December 31,   
2005. A copy of the AIF can be obtained by contacting the Company at Attention: 
Treasurer, P.O. Box 31328, Tampa, FL 33631-3328, (813) 207-2372 or              
ir@gerdauameristeel.com, or can be found on SEDAR at www.sedar.com.             

         The Audit Committee has adopted a whistle blower policy (the "Whistle
Blower Policy") which establishes procedures for the receipt, retention and     
treatment of complaints received by the Company regarding accounting, internal  
accounting control or auditing matters, and the confidential, anonymous         
submission by Company employees of concerns regarding questionable accounting or
auditing matters. The Whistle Blower Policy is available on the Company's       
website at www.gerdauameristeel.com                                             

 STANDARDS OF BUSINESS CONDUCT

         The Company has adopted a code of ethics entitled the "Code of Ethics
and Business Conduct," which is applicable to all employees, officers and       
directors of the Company, and a code of ethics entitled the "Code of Ethics     
Applicable to Senior Executives" which is applicable to all senior management of
the Company. The Code of Ethics and Business Conduct and the Code of Ethics     
Applicable to Senior Executives embody the commitment of the Company and its    
subsidiaries to conduct business in accordance with the highest ethical         
standards and applicable laws, rules and regulations. The Code of Ethics and    
Business Conduct and the Code of Ethics Applicable to Senior Executives are     
available on the Company's website at www.gerdauameristeel.com.                 

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 STATEMENT OF CORPORATE GOVERNANCE PRACTICES

GOVERNANCE PRACTICES                                                            

  The Board of Directors has carefully considered the "Corporate
Governance Guidelines" set forth in National Policy 58-201 and those of the New 
York Stock Exchange ("NYSE"). There are no material differences between the     
Company's corporate governance practices and the corporate governance           
requirements of the NYSE. A description of the Company's corporate governance   
practices is set out below in response to the requirements of National          
Instrument 58-101 "Disclosure of Corporate Governance Practices" and in the form
set forth in Form 58-101F1 "Corporate Governance Disclosure". For further       
information on the Company's corporate governance practices, please refer to the
Corporate Governance Guidelines available on the Company's website at           
www.gerdauameristeel.com.                                                       

                                                                · Download Table

                FORM 58-101F1                        GERDAU AMERISTEEL          
       CORPORATE GOVERNANCE DISCLOSURE             GOVERNANCE PRACTICES         
----------------------------------------  --------------------------------------
                                                                                
1.   BOARD OF DIRECTORS                                                         

     (a)  Disclose the identity of        There are nine directors on the Board.
          directors who are independent.  The five independent directors are    
                                          Kenneth W. Harrigan, Joseph J.        
                                          Heffernan, J. Spencer Lanthier, Arthur
                                          Scace and Richard McCoy.(2) These     
                                          directors meet the independence and   
                                          other qualifications of the           
                                          Sarbanes-Oxley Act of 2002, the New   
                                          York Stock Exchange, the Canadian     
                                          securities regulatory authorities and 
                                          all other applicable laws and         
                                          regulations.                          

     (b)  Disclose the identity of        The other four directors are          
          directors who are not           considered related to the business    
          independent, and describe the   because they are part of management or
          basis for that determination.   because of their involvement with     
                                          Gerdau S.A., the Company's majority   
                                          shareholder. The four non-independent 
                                          directors are Phillip E. Casey, Jorge 
                                          Gerdau Johannpeter, Frederico C.      
                                          Gerdau Johannpeter and Andre Bier     
                                          Johannpeter.                          

     (c)  Disclose whether or not a       A majority of the directors are       
          majority of directors are       independent.                          
          independent. If a majority of                                         
          directors are not independent,  The Board is responsible for          
          describe what the board of      determining whether or not each       
          directors (the "Board") does    director is an independent director.  
          to facilitate its exercise of   To do this, the Board analyzes all the
          independent judgment in         relationships of the directors with   
          carrying out its                the Company and its subsidiaries. None
          responsibilities.               of the independent directors is       
                                          engaged in the day-to-day operations  
                                          of the Company or is a party to any   
                                          material ongoing contracts with the   
                                          Company. More information about each  
                                          director, including their experience, 
                                          skill and expertise, can be found on  
                                          pages 8 and 9 of the Management       
                                          Information Circular.                 

----------                                                                      
(2) Mr. McCoy has been nominated as a director in replacement of Mr. Sopko.     

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                FORM 58-101F1                        GERDAU AMERISTEEL          
       CORPORATE GOVERNANCE DISCLOSURE             GOVERNANCE PRACTICES         
----------------------------------------  --------------------------------------
                                                                                
     (d)  If a director is presently a    The following directors are presently 
          director of any other issuer    a director of another reporting       
          that is a reporting issuer (or  issuer:                               
          the equivalent) in a                                                  
          jurisdiction or a foreign       Mr. Casey is a director of Astec      
          jurisdiction, identify both     Industries, Inc.                      
          the director and the other                                            
          issuer.                         Mr. Harrigan is a director of Camco   
                                          Inc., Great Lakes Hydro Income Fund   
                                          and Samuel Manu-Tech Inc.             

                                          Mr. Heffernan is a director of        
                                          Clairvest Group Inc. and Rothmans Inc.

                                          Mr. Lanthier is a director of Emergis 
                                          Inc., Torstar Corporation, TSX Group  
                                          Inc. and Zarlink Semiconductor Inc.   

                                          Mr. McCoy is a director of Aberdeen   
                                          Asia-Pacific Income Investment Company
                                          Ltd., Ace Aviation Holdings Inc., Jazz
                                          Air Income Fund, MDS Inc., Pizza Pizza
                                          Royalty Income Fund, Public Storage   
                                          Canadian Properties, Rothmans Inc. and
                                          Uranium Participation Corporation.    

                                          Mr. Scace is a director of The Bank of
                                          Nova Scotia, Garbell Holdings Limited,
                                          Sceptre Investment Counsel Limited and
                                          WestJet Airlines Ltd.                 

     (e)  Disclose whether or not the     Following each regularly scheduled    
          independent directors hold      Board meeting, the independent        
          regularly scheduled meetings    directors meet separately in an       
          at which non-independent        executive session. The chairman of the
          directors and members of        Corporate Governance Committee has the
          management are not in           responsibility to preside over the    
          attendance. If the independent  independent director executive        
          directors hold such meetings,   sessions and is referred to as the    
          disclose the number of          presiding director. The independent   
          meetings held since the         directors may also meet at such other 
          beginning of the issuer's most  times as determined by the presiding  
          recently completed financial    director or at the request of any     
          year. If the independent        independent director. The presiding   
          directors do not hold such      director will, from time to time,     
          meetings, describe what the     discuss with the Chairman of the Board
          Board does to facilitate open   potential items for inclusion in the  
          and candid discussion among     agendas of future meetings of the     
          its independent directors.      Board. The independent directors held 
                                          four meetings in 2005 at which        
                                          non-independent directors and members 
                                          of management were not in attendance. 

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                FORM 58-101F1                        GERDAU AMERISTEEL          
       CORPORATE GOVERNANCE DISCLOSURE             GOVERNANCE PRACTICES         
----------------------------------------  --------------------------------------
                                                                                
     (f)  Disclose whether or not the     The Chairman is not independent as he 
          chair of the Board is an        is a former executive officer of the  
          independent director. If the    Company.                              
          Board has a chair or lead                                             
          director who is an independent  The Board does not have a lead        
          director, disclose the          director.                             
          identity of the independent                                           
          chair or lead director, and     The Board provides leadership for its 
          describe his or her role and    independent directors by facilitating 
          responsibilities. If the Board  separate executive sessions for the   
          has neither a chair that is     independent directors following each  
          independent nor a lead          regularly scheduled Board meeting. The
          director that is independent,   chairman of the Corporate Governance  
          describe what the Board does    Committee has the responsibility to   
          to provide leadership for its   preside over the independent director 
          independent directors.          executive sessions and is referred to 
                                          as the presiding director. The        
                                          independent directors may also meet at
                                          such other times as determined by the 
                                          presiding director or at the request  
                                          of any independent director. The      
                                          presiding director will, from time to 
                                          time, discuss with the Chairman of the
                                          Board potential items for inclusion in
                                          the agendas of future meetings of the 
                                          Board.                                

     (g)  Disclose the attendance record  All directors attended all Board      
          of each director for all Board  meetings, except Jorge Gerdau         
          meetings held since the         Johannpeter who was absent from one   
          beginning of the issuer's most  meeting.                              
          recently completed financial                                          
          year.                                                                 

2.   BOARD MANDATE                                                              

     Disclose the text of the Board's     The Board oversees the management of  
     written mandate. If the Board does   the Company's affairs directly and    
     not have a written mandate,          through its Committees. In doing so,  
     describe how the Board delineates    the Board acts at all times with a    
     its role and responsibilities.       view to the best interests of the     
                                          Company and its shareholders. The     
                                          Board's written mandate is set out    
                                          below:                                

                                               "The Board is the ultimate       
                                               decision-making body of the      
                                               Company, except in regards to    
                                               matters reserved to the          
                                               shareholders by statute or in the
                                               articles of incorporation or     
                                               by-laws of the Company. The      
                                               primary responsibility of Board  
                                               members is to act in good faith  
                                               and to exercise their business   
                                               judgment in what they reasonably 
                                               believe to be the best interests 
                                               of the Company and its           
                                               shareholders. The Company's      
                                               employees and officers conduct   
                                               the Company's day-to-day business
                                               under the direction of the Chief 
                                               Executive Officer and with the   
                                               oversight of the Board.          

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              FORM 58-101F1                          GERDAU AMERISTEEL          
     CORPORATE GOVERNANCE DISCLOSURE                GOVERNANCE PRACTICES        
----------------------------------------  --------------------------------------
                                                                                
                                               The Board appoints the senior    
                                               management team, acts as an      
                                               advisor and counselor to senior  
                                               management and monitors          
                                               performance to assure that the   
                                               long-term interests of the       
                                               shareholders are being served.   
                                               Both the Board and management    
                                               recognize that the long-term     
                                               interests of shareholders are    
                                               advanced by responsibly          
                                               addressing the concerns of other 
                                               stakeholders and interested      
                                               parties including employees,     
                                               customers, suppliers, creditors, 
                                               the communities in which it      
                                               operates and the public at       
                                               large."                          

                                          Please also refer to the Company's    
                                          Corporate Governance Guidelines       
                                          available on the Company's website at 
                                          www.gerdauameristeel.com.             

                                          The Corporate Governance Guidelines   
                                          describe the functions of the Board,  
                                          the composition of the Board          
                                          (including director independence),    
                                          Board and Committee meetings, the     
                                          Committees of the Board, director     
                                          access to management and independent  
                                          advisors, director compensation,      
                                          director orientation and continuing   
                                          education, the appointment,           
                                          supervision, succession and           
                                          development of senior management and a
                                          performance assessment of the Board   
                                          and its Committees.                   

                                          The Board is actively involved in the 
                                          Company's strategic planning process. 
                                          The directors review the Company's    
                                          overall business strategy and its     
                                          annual business plan.                 

                                          The directors review the principal    
                                          risks of the Company's business and   
                                          ensure that appropriate systems are in
                                          place to manage these risks. The      
                                          principal risks the Company faces in  
                                          the business and the industry are     
                                          summarized in the Annual Report for   
                                          the period ended December 31, 2005    
                                          under "Risks and Uncertainties" in    
                                          Management's Discussion and Analysis. 

                                          The directors have established three  
                                          Committees of the Board: 1) a         
                                          Corporate Governance Committee, 2) an 
                                          Audit Committee and 3) a Human        
                                          Resources Committee. The directors and
                                          each of the Committees on which they  
                                          serve are listed on pages 6 and 7 of  
                                          the Management Information Circular.  
                                          Each of these Committees is comprised 
                                          of independent directors and meets    
                                          regularly. Each Committee is chaired  
                                          by a person who is not the Chairman of
                                          the Board or the chairman of another  
                                          committee. The charters for each of   
                                          the Committees are available on the   
                                          Company's website at                  
                                          www.gerdauameristeel.com.             

                                          The Human Resources Committee         
                                          considers policies and principles for 
                                          the selection and retention of senior 
                                          management and succession planning for
                                          senior management.                    

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              FORM 58-101F1                          GERDAU AMERISTEEL          
     CORPORATE GOVERNANCE DISCLOSURE                GOVERNANCE PRACTICES        
----------------------------------------  --------------------------------------
                                                                                
                                          The Audit Committee is responsible for
                                          assisting the Board in its oversight  
                                          of the internal controls and          
                                          disclosure controls at the Company.   
                                          For more information, please see item 
                                          10 "Audit Committee".                 

                                          The Corporate Governance Committee    
                                          develops the Company's approach to    
                                          corporate governance and recommends to
                                          the Board corporate governance        
                                          principles to be followed by the      
                                          Company.                              

                                          The Company endeavors to keep its     
                                          shareholders informed of its progress 
                                          through a comprehensive annual report,
                                          quarterly interim reports and periodic
                                          press releases. It also maintains a   
                                          website that provides summary         
                                          information about the Company and     
                                          ready access to its published reports,
                                          press releases and regulatory filings.
                                          Directors and management meet with the
                                          Company's shareholders at the annual  
                                          meeting and are available to respond  
                                          to questions at that time.            

                                          Shareholders may send communications  
                                          to the Company's independent directors
                                          by writing to:                        

                                               The Presiding Director of the    
                                               Independent Directors            
                                               c/o Robert E. Lewis              
                                               Vice President, General Counsel  
                                               and Corporate Secretary          
                                               Gerdau Ameristeel Corporation    
                                               P.O. Box 31328                   
                                               Tampa, Florida                   
                                               33631-3328                       

                                          The Board maintains the Company's     
                                          corporate integrity by ensuring that  
                                          the Chief Executive Officer and the   
                                          senior management create a culture of 
                                          integrity throughout the organization.

3.   POSITION DESCRIPTIONS                                                      

     (a)  Disclose whether or not the     The Corporate Governance Guidelines   
          Board has developed written     adopted by the Board describe the role
          position descriptions for the   of the Board and management. They     
          chair and the chair of each     provide that the directors will act in
          Board committee. If the Board   good faith and will exercise their    
          has not developed written       business judgment in what they        
          position descriptions for the   reasonably believe to be the best     
          chair and/or the chair of each  interests of the Company and its      
          Board committee, briefly        shareholders. The Board appoints the  
          describe how the Board          senior management team, acts as an    
          delineates the role and         advisor and counselor to senior       
          responsibilities of each such   management and monitors performance to
          position.                       ensure that the long-term interest of 
                                          the shareholders is being served. The 
                                          Board has not developed written       
                                          position descriptions for the Chairman
                                          of the Board and the chairman of each 
                                          Board committee. The roles and        
                                          responsibilities of each such position
                                          are delineated by the Board in        
                                          accordance with applicable historic   
                                          and customary duties.                 

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              FORM 58-101F1                          GERDAU AMERISTEEL          
     CORPORATE GOVERNANCE DISCLOSURE                GOVERNANCE PRACTICES        
----------------------------------------  --------------------------------------
                                                                                
     (b)  Disclose whether or not the     The Human Resources Committee reviews 
          Board and CEO have developed a  and approves the corporate goals and  
          written position description    objectives that are relevant to the   
          for the CEO. If the Board and   Chief Executive Officer's             
          CEO have not developed such a   compensation, however a written       
          position description, briefly   position description has not been     
          describe how the Board          developed for the Chief Executive     
          delineates the role and         Officer. The Chief Executive Officer's
          responsibilities of the CEO.    role and responsibilities are         
                                          delineated by the Board in accordance 
                                          with applicable historic and customary
                                          duties.                               

4.   ORIENTATION AND CONTINUING EDUCATION                                       

     a)   Briefly describe what measures  The Corporate Governance Committee    
          the Board takes to orient new   maintains an orientation and education
          directors regarding             program for new directors to          
                                          familiarize them with the Company and 
     i)   the role of the Board, its      their responsibilities and duties as  
          committees and its directors,   directors. All directors who are not  
          and                             related to Gerdau S.A. also receive a 
                                          proper orientation to Gerdau S.A. The 
     ii)  the nature and operation of     directors are provided with adequate  
          the issuer's business.          information regarding the Company and 
                                          its affairs on an on-going basis.     

     b)   Briefly describe what           Reports and other documentation       
          measures, if any, the Board     relating to the Company's business and
          takes to provide continuing     affairs are provided to new directors.
          education for its directors.    A Corporate Governance Manual,        
          If the Board does not provide   including a copy of all key corporate 
          continuing education, describe  governance documents, including the   
          how the Board ensures that its  Company's Corporate Governance        
          directors maintain the skill    Guidelines, the charter for each      
          and knowledge necessary to      committee of the Board, the Company's 
          meet their obligations as       Code of Ethics and Business Conduct,  
          directors.                      the Company's Code of Ethics          
                                          Applicable to Senior Executives and   
                                          the Company's Whistle Blower Policy,  
                                          is provided for use by both new and   
                                          current directors.                    

                                          Board members have toured at least one
                                          of the Company's steel mill facilities
                                          to give the directors additional      
                                          insight into the Company's business   
                                          and operations.                       

5.   Ethical Business Conduct                                                   

     a)   Disclose whether or not the     The Board has adopted a written Code  
          Board has adopted a written     of Ethics and Business Conduct for    
          code for the directors,         directors, officers and employees. The
          officers and employees. If the  Board has also adopted a Code of      
          Board has adopted a written     Ethics Applicable to Senior           
          code:                           Executives.                           

     i)   disclose how a person or        Copies of these Codes are available on
          company may obtain a copy of    the Company's website at              
          the code;                       www.gerdauameristeel.com.             

     ii)  describe how the Board          Directors, officers and employees must
          monitors compliance with its    periodically certify in writing that  
          code, or if the Board does not  their conduct has been in full        
          monitor compliance, explain     compliance with the Code of Ethics and
          whether and how the Board       Business Conduct. The Company has     
          satisfies itself regarding      implemented a complaint procedure     
          compliance with its code; and   which allows employees to report      
                                          (anonymously, if they wish) any       
                                          conduct that does not comply with     
                                          these Codes. Directors and officers   
                                          should report violations to the       
                                          Company's General Counsel or the      
                                          chairman of the Audit Committee.      

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              FORM 58-101F1                         GERDAU AMERISTEEL           
     CORPORATE GOVERNANCE DISCLOSURE               GOVERNANCE PRACTICES         
----------------------------------------  --------------------------------------
                                                                                
     iii) provide a cross-reference to    The Company has not filed any material
          any material change report      change report during the financial    
          filed since the beginning of    year ended December 31, 2005 that     
          the issuer's most recently      pertains to any conduct of a director 
          completed financial year that   or officer that constitutes a         
          pertains to any conduct of a    departure from the Codes. No waivers  
          director or executive officer   from the Codes have been sought or    
          that constitutes a departure    granted.                              
          from the code.                                                        

     b)   Describe any steps the Board    In the event any transactions or      
          takes to ensure directors       agreements occur in respect of which a
          exercise independent judgment   director or officer has a material    
          in considering transactions     interest, such material interest is   
          and agreements in respect of    disclosed to the Board in the course  
          which a director or executive   of approving the transaction or       
          officer has a material          agreement and the director or officer 
          interest.                       thereby provides full disclosure to   
                                          the chairman of the Audit Committee of
                                          such material interest. In the event a
                                          director has a material interest in   
                                          any transaction or agreement, such    
                                          director will abstain from voting in  
                                          that regard.                          

     c)   Describe any other steps the    Through the above-noted methods, the  
          Board takes to encourage and    Board encourages and promotes a       
          promote a culture of ethical    culture of ethical business conduct.  
          business conduct.                                                     

6.   NOMINATION OF DIRECTORS                                                    

     a)   Describe the process by which   The Corporate Governance Committee is 
          the Board identifies new        responsible for identifying and       
          candidates for Board            proposing new nominees for the Board  
          nomination.                     in a manner that is responsive to the 
                                          Company's needs and the interests of  
                                          its shareholders.                     

                                          The Corporate Governance Committee may
                                          retain outside advisors to conduct    
                                          searches for appropriate nominees.    

     b)   Disclose whether or not the     The Corporate Governance Committee is 
          Board has a nominating          composed of two members and both of   
          committee composed entirely of  them are independent.                 
          independent directors. If the                                         
          Board does not have a                                                 
          nominating committee composed                                         
          entirely of independent                                               
          directors, describe what steps                                        
          the Board takes to encourage                                          
          an objective nomination                                               
          process.                                                              

     c)   If the Board has a nominating   The Corporate Governance Committee    
          committee, describe the         examines the size of the Board and    
          responsibilities, powers and    recommends a Board size that          
          operation of the nominating     facilitates effective decision making.
          committee.                                                            
                                          The Board is currently comprised of   
                                          nine individuals. The Board considers 
                                          this to be an appropriate number given
                                          the diversity of its operations and   
                                          the need for a variety of experiences 
                                          and backgrounds to ensure an effective
                                          and efficient Board.                  

                                          A copy of the charter of the Corporate
                                          Governance Committee, outlining the   
                                          nomination process, is available on   
                                          the Company's website at              
                                          www.gerdauameristeel.com.             

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              FORM 58-101F1                         GERDAU AMERISTEEL           
     CORPORATE GOVERNANCE DISCLOSURE               GOVERNANCE PRACTICES         
----------------------------------------  --------------------------------------
                                                                                
7.   COMPENSATION                                                               

     a)   Describe the process by which   The Corporate Governance Committee is 
          the Board determines the        charged with reviewing relevant data  
          compensation for the issuer's   to assess the Company's competitive   
          directors and officers.         position for the components of        
                                          director compensation and determining 
                                          the appropriate total compensation    
                                          package in order to attract quality   
                                          directors to serve on the Board. The  
                                          Committee formulates a recommendation 
                                          to the Board and the final decision is
                                          made by the Board. The compensation of
                                          the directors is summarized beginning 
                                          at page 13 of the Management          
                                          Information Circular.                 

                                          Concerning officers, the Human        
                                          Resources Committee is responsible for
                                          establishing the compensation of all  
                                          senior executives based on the Chief  
                                          Executive Officer's recommendation.   
                                          The level of compensation for senior  
                                          executives is to be consistent with   
                                          the compensation provided for senior  
                                          executives of companies in local      
                                          markets of comparable size and type   
                                          facing similar operating and financial
                                          issues.                               

                                          Concerning the Chief Executive        
                                          Officer, the Human Resources          
                                          Committee, in consultation with the   
                                          Chairman of the Board, reviews and    
                                          approves the compensation and         
                                          performance criteria with respect to  
                                          the Chief Executive Officer.          

     b)   Disclose whether or not the     The Human Resources Committee is      
          Board has a compensation        composed entirely of independent      
          committee composed entirely of  directors.                            
          independent directors. If the                                         
          Board does not have a                                                 
          compensation committee                                                
          composed entirely of                                                  
          independent directors,                                                
          describe what steps the Board                                         
          takes to ensure an objective                                          
          process for determining such                                          
          compensation.                                                         

     c)   If the Board has a              A copy of the charter of the Human    
          compensation committee,         Resources Committee is available on   
          describe the responsibilities,  the Company's website at              
          powers and operation of the     www.gerdauameristeel.com.             
          compensation committee.                                               

     d)   If a compensation consultant    The Company has retained Hay Group,   
          or advisor has, at any time     Inc. to periodically evaluate the     
          since the beginning of the      Company's executive officer positions 
          issuer's most recently          and the appropriate compensation for  
          completed financial year, been  such positions. The Company uses the  
          retained to assist in           data provided by Hay Group, Inc. for  
          determining compensation for    similar positions and as well as      
          any of the issuer's directors   external market data to determine     
          and officers, disclose the      executive officer compensation.       
          identity of the consultant or                                         
          advisor and briefly summarize                                         
          the mandate for which they                                            
          have been retained. If the                                            
          consultant or advisor has been                                        
          retained to perform any other                                         
          work for the issuer, state                                            
          that fact and briefly describe                                        
          the nature of the work.                                               

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              FORM 58-101F1                         GERDAU AMERISTEEL           
     CORPORATE GOVERNANCE DISCLOSURE               GOVERNANCE PRACTICES         
----------------------------------------  --------------------------------------
                                                                                
8.   OTHER BOARD COMMITTEES                                                     

     If the Board has standing            The Board has no standing committees  
     committees other than the audit,     other than the Audit Committee, the   
     compensation and nominating          Human Resources Committee and the     
     committees, identify the committees  Corporate Governance Committee.       
     and describe their function.                                               

9.   ASSESSMENTS                                                                

     Disclose whether or not the Board,   The Corporate Governance Committee    
     its committees and individual        reviews on an annual basis, the       
     directors are regularly assessed     effectiveness of the Board and all    
     with respect to their effectiveness  Committees of the Board, other than   
     and contribution. If assessments     the Corporate Governance Committee.   
     are regularly conducted, describe    The Corporate Governance Committee    
     the process used for the             will be reviewed by the Chairman of   
     assessments. If assessments are not  the Board.                            
     regularly conducted, describe how                                          
     the Board satisfies itself that the                                        
     Board, its committees, and its                                             
     individual directors are performing                                        
     effectively.                                                               

10.  AUDIT COMMITTEE                      All three of the Audit Committee      
                                          members are unrelated, as summarized  
                                          under the heading "Audit Committee" in
                                          the Management Information Circular.  

                                          On a quarterly basis, the Audit       
                                          Committee members meet separately with
                                          the external auditors (without the    
                                          presence of management) to discuss and
                                          review specific issues, as            
                                          appropriate.                          

                                          The Audit Committee is responsible for
                                          assisting the Board in its oversight  
                                          of the internal controls and          
                                          disclosure controls at the Company.   
                                          The Audit Committee oversees          
                                          management's design and implementation
                                          of an adequate and effective system of
                                          internal controls at the Company,     
                                          including ensuring adequate internal  
                                          audit functions and any significant   
                                          findings and recommendations with     
                                          respect to such internal controls. The
                                          Audit Committee reviews the processes 
                                          for complying with internal control   
                                          reporting and certification           
                                          requirements and for evaluating the   
                                          adequacy and effectiveness of internal
                                          controls. The Audit Committee reviews 
                                          the annual and interim conclusions of 
                                          the effectiveness of the Company's    
                                          disclosure controls and procedures and
                                          internal controls and procedures      
                                          (including the independent auditor's  
                                          attestation that is required to be    
                                          filed with securities regulators).    

                                          The Company has engaged Ernst & Young 
                                          LLP to assist it in documenting and   
                                          testing the Company's internal        
                                          controls. This work began in mid-2003.

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              FORM 58-101F1                          GERDAU AMERISTEEL          
     CORPORATE GOVERNANCE DISCLOSURE                GOVERNANCE PRACTICES        
----------------------------------------  --------------------------------------
                                                                                
                                          The NYSE Rules require a listed       
                                          company to maintain an internal audit 
                                          function. As a foreign private issuer,
                                          the Company is not required to have   
                                          such a function. However, management  
                                          has hired a Director of Internal      
                                          Audit. The mandate of this position is
                                          set out in the Company's Internal     
                                          Audit Charter.                        

11.  OUTSIDE ADVISORS                     The Corporate Governance Committee has
                                          established a system for directors to 
                                          retain outside advisors. The          
                                          engagement of an external advisor, the
                                          terms of the retainer and the fees    
                                          paid are approved by the Corporate    
                                          Governance Committee. The chairman of 
                                          the Corporate Governance Committee    
                                          advises the Chief Executive Officer of
                                          the Company of any engagement of an   
                                          external advisor and the terms of the 
                                          retainer.                             

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

          The Company provides directors and officers liability insurance with a
policy limit of $30 million in each policy year, with no deductible for         
directors and officers and a deductible of up to approximately $1 million for   
the Company. In addition, the Company provides employment practice liability    
insurance with a policy limit of $5 million. The total annual premiums for the  
policies are $687,623 which is paid in full by the Company.                     

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

         To the knowledge of the directors and officers of the Company, during
the year ended December 31, 2005, no person or company that beneficially owns,  
directly or indirectly, or exercises control or direction over, securities of   
the Company carrying more than 10% of the voting rights attached to any class of
outstanding voting securities had a material interest, direct or indirect, in   
any material transaction or proposed transaction of the Company or its          
affiliates.                                                                     

 APPOINTMENT OF AUDITORS

     THE MANAGEMENT REPRESENTATIVES DESIGNATED IN THE ENCLOSED FORM OF
PROXY INTEND TO VOTE FOR THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE 
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE NEXT ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS, AND TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS'            
REMUNERATION. PricewaterhouseCoopers LLP was first appointed as the auditors of 
the Company in 2002, and before that served as the auditors of Co-Steel Inc. for
more than five years.                                                           

AUDIT FEES                                                                      

        PricewaterhouseCoopers LLP billed the Company for the following fees
in the last two fiscal years:                                                   

                                                                · Download Table

                             2004        2005  
                          ----------   --------
                                               
Fees for Audit Services   $1,057,000   $700,000
Audit-Related Fees        $  100,000   $189,000
Tax Fees                  $  277,000   $195,000
All Other Fees                Nil         Nil  

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        Audit fees include fees for services that would normally be provided
by the external auditor in connection with statutory and regulatory filings or  
engagements, including fees for services necessary to perform an audit or review
in accordance with generally accepted auditing standards. This category also    
includes services that generally only the external auditor reasonably can       
provide, including comfort letters, statutory audits, attest services, consents 
and assistance with and review of certain documents filed with securities       
regulatory authorities.                                                         

          Audit-related fees are for assurance and related services, such as due
diligence services, that traditionally are performed by the external auditor.   
More specifically, these services include, among others: employee benefit plan  
audits, due diligence related to acquisitions, accounting consultations and     
audits in connection with acquisitions, accounting consultations regarding      
accounting standards, internal control reviews, attest services that are not    
required by statute or regulation and consultation concerning financial         
accounting and reporting standards.                                             

       Tax fees are for professional services rendered for tax compliance,
assistance with tax audits and inquiries, tax advice and tax planning on certain
transactions.                                                                   

PRE-APPROVAL POLICIES AND PROCEDURES                                            

  All 2005 fees were approved in advance by the Audit Committee.

          Of the fees reported in this Management Information Circular for 2005,
none of the fees billed by PricewaterhouseCoopers LLP were approved by the Audit
Committee of the Board of Directors pursuant to the de minimis exception        
provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.                

ADDITIONAL INFORMATION

         Financial information for the financial year ended December 31, 2005,
is provided in the Company's comparative financial statements and management's  
discussion and analysis ("MD&A") which are included in the Annual Report.       
Shareholders who wish to be added to the mailing list for the annual and interim
financial statements and MD&A should contact the Company at Attention:          
Treasurer, P.O. Box 31328, Tampa, FL 33631-3328 (813) 207-2372 or               
ir@gerdauameristeel.com.                                                        

    Copies of the Company's current Annual Information Form ("AIF"),
together with one copy of any document, or the pertinent pages of any document, 
incorporated by reference in the current AIF; the Company's most recently filed 
comparative annual financial statements, together with the accompanying report  
of the auditors, and any interim financial statements of the Company that have  
been filed for any period after the end of the Company's most recently completed
financial year; and this Management Information Circular are available to       
anyone, upon request, from the Secretary of the Company, and without charge to  
shareholders of the Company.                                                    

        The Annual Report (including the financial statements and MD&A), the
AIF, the financial statements of the Company presented in accordance with       
Canadian generally accepted accounting principles ("GAAP"), and other           
information relating to the Company are available on SEDAR at www.sedar.com.    

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 DIRECTORS' APPROVAL

        The contents of this Management Information Circular and its sending
to shareholders of the Company have been approved by the directors of the       
Company.                                                                        

    By Order of the Board of Directors

                   /s/ Robert E. Lewis
                                        ----------------------------------------
               ROBERT E. LEWIS
                                   Vice President, General Counsel and
                   Corporate Secretary

Tampa, Florida                                                                  
March 30, 2006                                                                  

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INDEX TO SCHEDULES

                                                                · Download Table

                                                                            PAGE
                                                                            ----
                                                                                
SCHEDULE A - SPECIAL RESOLUTION OF THE SHAREHOLDERS - CONTINUANCE .......    A-1

SCHEDULE B - ARTICLES OF CONTINUANCE ....................................    B-1

SCHEDULE C - RESOLUTIONS OF THE SHAREHOLDERS - CBCA BY-LAW NO. 1 ........    C-1

SCHEDULE D - CBCA BY-LAW NO. 1 ..........................................    D-1

SCHEDULE E - SUMMARY OF PROCEDURE TO EXERCISE DISSENT RIGHT .............    E-1

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SCHEDULE A -- SPECIAL RESOLUTION OF THE SHAREHOLDERS

 GERDAU AMERISTEEL CORPORATION

 CONTINUANCE

BE IT RESOLVED BY SPECIAL RESOLUTION THAT:                                      

1. Gerdau Ameristeel Corporation (the "Company") is authorized to make          
application to the Director under the Canada Business Corporations Act (the     
"CBCA"), for a certificate of continuance, continuing the Company as if it had  
been incorporated under the CBCA;                                               

2. The Company is authorized to make application to the Director under the      
Business Corporations Act (Ontario) (the "OBCA") for his authorization to permit
such continuance and to continue under the CBCA;                                

3. Subject to the issuance of the certificate of continuance and the Director   
providing such authorization, the articles of the Company shall be in the form  
attached as Schedule B to the management information circular (the "Management  
Information Circular") of the Company dated March 30, 2006, with such technical 
amendments, deletions or alterations as may be considered necessary or advisable
by any officer of the Company in order to ensure compliance with the provisions 
of the CBCA, as the same may be amended, and the requirements of the Director   
thereunder;                                                                     

4. Subject to the issuance of the certificate of continuance and the Director   
providing such authorization and without affecting the validity of the          
incorporation or existence of the Company by and under its articles, the Company
is hereby authorized to approve and adopt, in substitution for the existing     
articles of the Company, the articles of continuance attached as Schedule B to  
the Management Information Circular, with any amendments, deletions or          
alterations as described in paragraph 3 of this special resolution, which       
articles of continuance are hereby approved;                                    

5. The directors are hereby authorized to, in their sole discretion, abandon the
applications described in paragraphs 1 and 2 of this resolution or determine not
to proceed with the continuance, without further approval of the shareholders at
any time prior to the issuance by the Director of a certificate of continuance; 

6. Any officer or director of the Company is authorized and directed on behalf  
of the Company to execute and deliver the application for authorization to      
continue in another jurisdiction, in duplicate, to the Director under the OBCA  
and articles of continuance, in duplicate, to the Director under the CBCA and to
execute all documents and to do all such acts and things as in the opinion of   
such person may be necessary or desirable to carry out the foregoing; and       

7. The shareholders acknowledge that they have been notified by the Company of  
their right to dissent from the proposed continuance in accordance with the     
procedure set forth in the OBCA.                                                

 A-1

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 SCHEDULE B -- ARTICLES OF CONTINUANCE

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                                                        · Enlarge/Download Table
                                                                                                                     
(GRAPHIC)   Industry Canada    Industrie Canada                      FORM 11                       FORMULAIRE 11     

            Canada Business    Loi canadienne sur les        ARTICLES OF CONTINUANCE           CLAUSES DE PROROGATION
            Corporations Act   societes par actions                (SECTION 1871)                   (ARTICLE 187)    

---------------------------------------------------------------------------------------------------------------------
1 - Name of the Corporation                  Denomination sociale de la societe   2 - Taxation Year End              
                                                                                      Fin de l'annee d'imposition    
                                                                                         M    D-J                    
Gerdau Ameristeel Corporation                                                           _ _   _ _                    

---------------------------------------------------------------------------------------------------------------------
3 - The province or territory in Canada      La province ou le territoire au Canada ou se situera le siege social    
    where the registered office is to be                                                                             
    situated                                                                                                         

Ontario                                                                                                              

---------------------------------------------------------------------------------------------------------------------
4 - The classes and the maximum number of    Categories et le nombre maximal d'actions que la societe est autorisee  
    shares that the corporation is           a emettre                                                               
    authorized to issue                                                                                              

An unlimited number of special shares, issuable in series, designated as Preferred Shares with the rights,           
privileges, restrictions and conditions as set forth on Schedule A and an unlimited number of shares, designated as  
Common Shares with the rights, privileges, restrictions and conditions as set forth on Schedule B.                   

---------------------------------------------------------------------------------------------------------------------
5 - Restrictions, if any, on share           Restrictions sur le transfert des actions, s'll y a lieu                
    transfers                                                                                                        

There are no restrictions on the issue, transfer or ownership of shares.                                             

---------------------------------------------------------------------------------------------------------------------
6 - Number (or minimum and maximum number)   Nombre (ou nombre minimal et maximal) d'administrateurs                 
    of directors                                                                                                     

Minimum of five; maximum of twenty                                                                                   

---------------------------------------------------------------------------------------------------------------------
7 - Restrictions, if any, on business the    Limites imposees a l'activite commerciale de la societe, s'il y a lieu  
    corporation may carry on                                                                                         

No restrictions.                                                                                                     

---------------------------------------------------------------------------------------------------------------------
8 - (1) If change of name effected,          (1)  S'il y a changement de denomination sociale, indiquer la           
    previous name                                 denomination sociale anterieure                                    

    N/A                                                                                                              

    (2) Details of incorporation             (2)  Details da la constitution                                         
    See attached Schedule C                                                                                          

---------------------------------------------------------------------------------------------------------------------
9 - Other provisions, if any                 Autres dispositions, s'il y a lieu                                      

See attached Schedule D                                                                                              

---------------------------------------------------------------------------------------------------------------------
Signature  Printed Name - Nom en lettres moulees  10 - Capacity of - En qualite de  11 - Tel. No. - Ndegrees de tel. 

---------------------------------------------------------------------------------------------------------------------
FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE SEULEMENT                                                         
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
1C 3247 (2004/12)                                                                                           (GRAPHIC)

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SCHEDULE A

PREFERRED SHARES                                                                

1.   ISSUABLE IN SERIES:                                                        

1.1 The Preferred Shares may, at any time and from time to time, be issued in   
one or more series, each series to consist of such number of shares as may,     
before the issue thereof, be fixed by the directors of the Corporation. The     
directors of the Corporation may, before issuance and subject as hereinafter    
provided, determine the designation, rights, privileges, restrictions and       
conditions attaching to the Preferred Shares of each series including, without  
limiting the generality of the foregoing:                                       

  (a)  the rate, amount or method of calculation of any dividends, whether
        cumulative, non-cumulative or partially cumulative, and whether such
       rate, amount or method of calculation shall be subject to change or
        adjustment in the future, the currency or currencies of payment, the
        date or dates and place or places of payment thereof and the date or
dates from which any such dividends shall accrue;           

     (b)  any right of redemption and/or purchase and the redemption or purchase
price and terms and conditions of any such right;           

   (c)  any right of retraction vested in the holders of Preferred Shares of
          such series and the prices and terms and conditions of any such rights
    and whether any other rights of retraction may be vested in such
holders in the future;                                      

(d)  any conversion rights;                                           

(e)  any rights upon dissolution, liquidation or winding-up of the    
Corporation;                                                

(f)  any sinking fund or purchase fund;                               

(g)  any purchase obligation; and                                     

     (h)  any other provisions attaching to any such series of Preferred Shares.

2.   PRIORITY:                                                                  

2.1 The Preferred Shares of each series shall, with respect to the payment of   
dividends and the distribution of assets or return of capital in the event of   
liquidation, dissolution or winding-up of the Corporation, whether voluntary or 
involuntary, or any other return of capital or distribution of the assets of the
Corporation among its shareholders for the purpose of winding-up its affairs,   
rank on a parity with the Preferred Shares of every other series and be entitled
to preference over the Common Shares and over any other shares of the           
Corporation ranking junior to the Preferred Shares.                             

3.   VOTING RIGHTS:                                                             

3.1 The holders of the Preferred Shares shall not be entitled as such (except as
hereinafter or by law specifically provided) to receive notice of or to attend  
any meeting of the shareholders of the Corporation or to vote at any such       
meeting unless and until the Corporation shall from time to time fail to pay    
dividends at the prescribed rate on the Preferred Shares of any one series for a
period of two years, whether or not consecutive and whether or not such         
dividends have been declared and whether or not there are any moneys of the     
Corporation properly applicable to the payment of dividends. Thereafter, but    
only so long as any dividends on the Preferred Shares of any series remain in   
arrears, the holders of the Preferred Shares of such series shall be entitled to
receive notice of and to attend all meetings of the shareholders of the         
Corporation and shall be entitled, voting separately and as a series, to elect  
one member of the board of directors of the Corporation.                        

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3.2 Notwithstanding anything in the by-laws of the Corporation, when the right  
to elect directors shall accrue to the holders of the Preferred Shares of any   
series as provided herein, a special meeting of the holders of the Preferred    
Shares of such series and a special meeting of shareholders shall be held to    
elect directors upon not less than 21 days' written notice and shall be called  
by the Secretary of the Corporation upon written request of the holders of      
record of at least 5% of the outstanding Preferred Shares of such series. In    
default of the calling of such meeting by the Secretary within 21 days after the
making of such request, such meeting may be called by any holder of record of   
such series of Preferred Shares. The term of office of all persons who may be   
directors of the Corporation at the time of such meetings shall terminate upon  
the election of directors at such meetings. Nothing herein contained shall be   
deemed to limit the right of the Corporation from time to time to increase or   
decrease the number of its directors.                                           

3.3 The board of directors may elect or appoint a member of the board to        
represent the holders of Preferred Shares of any series should the member       
elected in accordance with paragraph 3.2 for any reason, vacate the board.      
Whether or not the board does elect or appoint such a member, the holders of    
record of at least 5% of the outstanding Preferred Shares of such series shall  
have the right to require the Secretary of the Corporation to call a meeting of 
the holders of Preferred Shares of such series for the purpose of filling the   
vacancy or replacing the person elected or appointed to fill such vacancy and   
the provisions of paragraph 3.2 hereof shall apply with respect to the calling  
of any such meeting.                                                            

3.4 Notwithstanding anything contained in the by-laws of the Corporation, when  
no dividends on the Preferred Shares of any series are in arrears, the term of  
office of the person elected as a director to represent the holders of Preferred
Shares of such series shall forthwith terminate.                                

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SCHEDULE B

COMMON SHARES                                                                   

1.   DIVIDENDS:                                                                 

1.1 Subject to the prior rights of the holders of any shares of the Corporation 
ranking senior to the Common Shares with respect to priority in the payment of  
dividends, the holders of Common Shares shall be entitled to receive dividends  
and the Corporation shall pay dividends thereon, as and when declared by the    
board of directors of the Corporation out of the assets properly applicable to  
the payment of dividends, in such amount and in such form as the board of       
directors may from time to time determine. Cheques of the Corporation payable at
par at any branch of the Corporation's bankers for the time being in Canada     
shall be issued in respect of any such dividends payable in cash (less any tax  
required to be withheld by the Corporation) and payment thereof shall satisfy   
such dividends. Dividends which are represented by a cheque which has not been  
presented to the Corporation's bankers for payment or that otherwise remain     
unclaimed for a period of six years from the date on which they were declared to
be payable shall be forfeited to the Corporation.                               

2.   DISSOLUTION:                                                               

2.1 In the event of the liquidation, dissolution or winding-up of the           
Corporation, whether voluntary or involuntary, or any other distribution of     
assets of the Corporation among its shareholders for the purpose of the winding 
up its affairs, subject to the prior rights of the holders of any shares of the 
Corporation ranking senior to the Common Shares, with respect to priority in the
distribution of assets upon liquidation, dissolution or winding-up, the holders 
of the Common Shares shall be entitled to receive the remaining property and    
assets of the Corporation.                                                      

3.   VOTING RIGHTS:                                                             

3.1 The holders of the Common Shares shall be entitled to receive notice of and 
attend meetings of the shareholders of the Corporation. At any such meeting,    
other than a meeting at which only holders of another specified class or series 
of shares of the Corporation are entitled to vote separately as a class or      
series, each Common Share shall confer one vote.                                

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SCHEDULE C

Details of Incorporation:                                                       

Incorporated as Co-Steel International Limited on September 10, 1970,           
amalgamated with various entities on December 27, 1985, name changed to Co-Steel
Inc., amalgamated December 31, 2000, name change to Gerdau Ameristeel           
Corporation on October 23, 2002, amalgamated with various Ontario companies on  
September 26, 2003.                                                             

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SCHEDULE D

1.   Subject to the provisions of the Canada Business Corporations Act, as      
amended and re-enacted from time to time, the directors may, without  
authorization of the shareholder:                                     

(a)  borrow money on the credit of the Corporation;                   

   (b)  issue, re-issue, sell or pledge debt obligations of the Corporation;

     (c)  give a guarantee on behalf of the Corporation to secure performance of
an obligation of any person;                                

    (d)  mortgage, hypothecate, pledge or otherwise create a security interest
   in all or any property of the Corporation owned or subsequently
acquired, to secure any obligation of the Corporation;      

(e)  by resolution, delegate any or all such powers to a director, a  
committee of directors or an officer of the Corporation;    

2.   The holder of any fractional shares issues by the Corporation shall be     
   entitled to exercise voting rights and to receive dividends in respect of
each such fractional share.                                           

3.   Shareholders' meetings may be held at any place within Canada, the United  
States or Brazil.                                                     

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SCHEDULE C -- RESOLUTION OF THE SHAREHOLDERS

 GERDAU AMERISTEEL CORPORATION

 CBCA BY-LAW NO. 1

BE IT RESOLVED THAT:                                                            

1. The repeal of existing By-Law No. A2 of Gerdau Ameristeel Corporation (the   
"Company"), effective on the date that the Company is continued under the Canada
Business Corporations Act, made by the resolution of the board of directors of  
the Company dated the 28th day of March, 2006 are hereby confirmed; and         

2. The adoption of a new by-law substantially in the form of the draft CBCA     
By-Law No. 1 attached hereto, as Schedule D to the Management Information       
Circular dated March 30, 2006, with such amendments and variations as the       
directors may approve, effective on the date that the Company is continued under
the Canada Business Corporations Act, made by the resolution of the board of    
directors of the Company dated the 28th day of March, 2006 is hereby confirmed. 

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 SCHEDULE D -- CBCA BY-LAW NO. 1

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BY-LAW NO. 1
of
 GERDAU AMERISTEEL CORPORATION
 (the "Corporation")

 1. INTERPRETATION

1.1 Expressions used in this By-law shall have the same meanings as             
corresponding expressions in the Canada Business Corporations Act (the "Act").  

1.2 All previous by-laws of the Corporation are replaced as of the coming into  
force of this by-law provided that such repeal shall not affect the previous    
operation of any by-law so repealed or the validity of any act done or right,   
privilege, obligation or liability acquired or incurred under, or the validity  
of any contract or agreement made pursuant to any such by-law prior to its      
repeal. All officers and persons acting under any by-law so repealed shall      
continue to act as if appointed under the provisions of this by-law and all     
resolutions of the shareholders or directors with continuing effect passed under
any repealed by-law shall continue as good and valid except to the extent       
inconsistent with this by-law and until amended or repealed.                    

 2. CORPORATE SEAL

2.1 The Corporation shall have a corporate seal which shall be adopted and may  
be changed by resolution of the directors.                                      

 3. FINANCIAL YEAR

3.1 Until changed by the directors, the financial year of the Corporation shall 
end on the last day of December in each year.                                   

4. DIRECTORS

4.1 Number. The number of directors shall be not fewer than the minimum and not 
more than the maximum provided in the articles. At each election of directors   
the number elected shall be the number of directors then in office unless the   
directors or the shareholders otherwise determine.                              

4.2 Quorum. A quorum of directors shall be two-fifths of the number of directors
or, such greater or lesser number as the directors or shareholders may from time
to time determine. If the number of directors is not evenly divisible by five,  
then the next whole number above two-fifths of the number of directors shall    
constitute a quorum.                                                            

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4.3 Calling of Meetings. Meetings of the directors shall be held at such time   
and place as the Chair of the Board, the President or any two directors may     
determine.                                                                      

4.4 Notice of Meetings. Notice of the time and place of each meeting of         
directors shall be given to each director by telephone not less than 48 hours   
before the time of the meeting or by written notice not less than four days     
before the date of the meeting, provided that the first meeting immediately     
following a meeting of shareholders at which directors are elected may be held  
without notice if a quorum is present. Meetings may be held without notice if   
the directors waive or are deemed to waive notice.                              

4.5 Regular Meetings. The board may appoint a day or days in any month or months
for regular meetings of the board at a place and hour to be named. A copy of any
resolution of the board fixing the place and time of such regular meetings shall
be sent to each director forthwith after being passed, but no other notice shall
be required for any such regular meeting except where the Act requires the      
purposes thereof or the business to be transacted thereat to be specified.      

4.6 Meeting by Telephonic or Electronic Facility. If all the directors of the   
Corporation consent, a meeting of directors or of a committee of directors may  
be held by means of a telephonic, electronic or other communication facility    
that permits all persons participating in the meeting to communicate adequately 
with each other, and a director participating in a meeting by such means is     
deemed to be present at that meeting.                                           

4.7 Chair. The Chair of the Board, or in the Chair's absence the President if a 
director, or in the President's absence a director chosen by the directors at   
the meeting, shall be chair of any meeting of directors.                        

4.8 Voting at Meetings. At meetings of directors each director shall have one   
vote and questions shall be decided by a majority of votes. In case of an       
equality of votes the chair of the meeting shall have a second or casting vote. 

4.9 Remuneration and Expenses. The directors shall be paid such remunerations   
for their services as the board may from time to time determine. The directors  
shall also be entitled to be reimbursed for traveling and other expenses        
properly incurred by them in attending meetings of the shareholders, the board  
or any committee thereof. Nothing herein contained shall preclude any director  
from serving the Corporation in any other capacity and receiving remuneration   
therefor. Any remuneration payable to a director who is also an officer or      
employee of the Corporation or who serves it in any professional capacity shall,
unless the board of directors otherwise directs, be in addition to his salary as
an officer or employee or to his professional fees, as the case may be. The     
board may by resolution award special remuneration to any director undertaking  
any special services on the Corporation's behalf other than work required of him
as a director of the Corporation and the confirmation of any such resolution or 
resolutions by the shareholders shall not be required.                          

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 5. OFFICERS

5.1 General. The directors may from time to time appoint a Chair of the Board, a
President, one or more Vice-Presidents, a Secretary, a Treasurer and such other 
officers as the directors may determine. Except for the Chair of the Board and a
Vice-Chair of the Board, if any, an officer need not be a director.             

5.2 Chair of the Board. The Chair of the Board, if any, shall be appointed from 
among the directors and when present shall be chair of meetings of directors and
shareholders and shall have such other powers and duties as the directors may   
determine.                                                                      

5.3 President. Unless the directors otherwise determine the President shall be  
appointed from among the directors and shall be the chief executive officer of  
the Corporation and shall have general supervision of its business and affairs  
and in the absence of a Chair of the Board shall be chair of meetings of        
directors and shareholders when present.                                        

5.4 Vice-President. A Vice-President shall have such powers and duties as the   
directors or the chief executive officer may determine.                         

5.5 Secretary. The Secretary shall give required notices to shareholders,       
directors, auditors and members of committees, act as secretary of meetings of  
directors and shareholders when present, keep and enter minutes of such         
meetings, maintain the corporate records of the Corporation, have custody of the
corporate seal and shall have such other powers and duties as the directors or  
the chief executive officer may determine.                                      

5.6 Treasurer. The Treasurer shall keep proper accounting records in accordance 
with the Act, have supervision over the safekeeping of securities and the       
deposit and disbursement of funds of the Corporation, report as required on the 
financial position of the Corporation, and have such other powers and duties as 
the directors or the chief executive officer may determine.                     

5.7 Assistants. Any of the powers and duties of an officer to whom an assistant 
has been appointed may be exercised and performed by such assistant unless the  
directors or the chief executive officer otherwise direct.                      

5.8 Variation of Duties. The directors may, from time to time, vary, add to or  
limit the powers and duties of any officer.                                     

5.9 Term of Office. Each officer shall hold office until the officer's successor
is elected or appointed, provided that the directors may at any time remove any 
officer from office but such removal shall not affect the rights of such officer
under any contract of employment with the Corporation.                          

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6. INDEMNIFICATION AND INSURANCE

6.1 Indemnification of Directors and Officers. The Corporation shall indemnify a
director or officer, a former director or officer or a person who acts or acted 
at the Corporation's request as a director or officer, or in a similar capacity 
of another entity, and the heirs and legal representatives of such a person to  
the extent permitted by the Act.                                                

6.2 Insurance. The Corporation may purchase and maintain insurance for the      
benefit of any person referred to in the preceding section to the extent        
permitted by the Act.                                                           

 7. SHAREHOLDERS

7.1 Quorum. A quorum for the transaction of business at a meeting of            
shareholders shall be two persons present and each entitled to vote at the      
meeting.                                                                        

7.2 Casting Vote. In case of an equality of votes at a meeting of shareholders  
the Chair of the meeting shall have a second or casting vote.                   

7.3 Scrutineers. The Chair at any meeting of shareholders may appoint one or    
more persons (who need not be shareholders) to act as scrutineer or scrutineers 
at the meeting.                                                                 

7.4 Electronic Meetings and Voting. If the directors call a meeting of          
shareholders, they may determine that the meeting of shareholders shall be held 
entirely by means of a telephonic, electronic or other communication facility   
that permits all participants to communicate adequately with each other during  
the meeting, and any vote at that meeting of shareholders shall be held entirely
by means of that communication facility. A meeting of shareholders may also be  
held at which some, but not all, persons entitled to attend may participate and 
vote by means of a telephonic, electronic or other communication facility that  
permits all participants to communicate adequately with each other during the   
meeting, if the Corporation makes one available. A person participating in a    
meeting by such means is deemed to be present at the meeting. Any vote at a     
meeting of shareholders may be also held entirely by means of a telephonic,     
electronic or other communication facility, if the Corporation makes one        
available, even if none of the persons entitled to attend otherwise participates
in the meeting by means of a communication facility. For the purpose of voting, 
a communication facility that is made available by the Corporation must enable  
the votes to be gathered in a manner that permits their subsequent verification 
and permits the tallied votes to be presented to the Corporation without it     
being possible for the Corporation to identify how each shareholder or group of 
shareholders voted.                                                             

7.5 Persons Entitled to be Present. The only persons entitled to be present at a
meeting of the shareholders shall be those entitled to vote thereat, the        
directors and auditors of the Corporation and others who, although not entitled 
to vote, are entitled or required under any provision of the Act, the articles  
or the by-laws to be                                                            

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present at the meeting. Any other person may be admitted only on the invitation 
of the chair of the meeting or with the consent of the meeting.                 

 8. DIVIDENDS AND RIGHTS

8.1 Declaration of Dividends. Subject to the Act, the directors may from time to
time declare dividends payable to the shareholders according to their respective
rights and interests in the Corporation.                                        

8.2 Cheques. A dividend payable in money shall be paid by cheque to the order of
each registered holder of shares of the class or series in respect of which it  
has been declared and mailed by prepaid ordinary mail to such registered holder 
at the address of such holder in the Corporation's securities register, unless  
such holder otherwise directs. In the case of joint holders the cheque shall,   
unless such joint holders otherwise direct, be made payable to the order of all 
of such joint holders and mailed to them at their address in the Corporation's  
securities register. The mailing of such cheque as aforesaid, unless the same is
not paid on due presentation, shall satisfy and discharge the liability for the 
dividend to the extent of the sum represented thereby plus the amount of any tax
which the Corporation is required to and does withhold.                         

8.3 Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque  
by the person to whom it is sent as aforesaid, the Corporation shall issue to   
such person a replacement cheque for a like amount on such terms as to          
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the directors may from time to time prescribe, whether generally or in any      
particular case.                                                                

8.4 Unclaimed Dividends. Any dividend unclaimed after a period of six years from
the date on which the same has been declared to be payable shall be forfeited   
and shall revert to the Corporation.                                            

 9. EXECUTION OF INSTRUMENTS

9.1 Deeds, transfers, assignments, agreements, proxies and other instruments may
be signed on behalf of the Corporation by any two directors or by a director and
an officer or by one of the Chair of the Board, the President and a             
Vice-President together with one of the Secretary and the Treasurer or in such  
other manner as the directors may determine; except that insider trading reports
may be signed on behalf of the Corporation by any one director or officer of the
Corporation.                                                                    

10. NOTICE

10.1 A notice mailed to a shareholder, director, auditor or member of a         
committee shall be deemed to have been received at the time it would be         
delivered in the ordinary course of mail unless there are reasonable grounds for
believing that the shareholder or director did not receive the notice or the    
document at that time or at all.                                                

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10.2 Electronic Delivery. Provided the addressee has consented in writing or    
electronically in accordance with the Act and the regulations thereunder, the   
Corporation may satisfy the requirement to send any notice or document referred 
to in section 10.1 by creating and providing an electronic document in          
compliance with the Act and the regulations under the Act. An electronic        
document is deemed to have been received when it enters the information system  
designated by the addressee or, if the document is posted on or made available  
through a generally accessible electronic source, when the addressee receives   
notice in writing of the availability and location of that electronic document, 
or, if such notice is sent electronically, when it enters the information system
designated by the addressee.                                                    

10.3 Accidental omission to give any notice to any shareholder, director,       
auditor or member of a committee or non-receipt of any notice or any error in a 
notice not affecting the substance thereof shall not invalidate any action taken
at any meeting held pursuant to such notice.                                    

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SCHEDULE E -- SUMMARY OF PROCEDURE TO EXERCISE DISSENT RIGHT

        The procedure to be followed by a shareholder who intends to dissent
from the special resolution approving the continuance (the "Continuance")       
described in the accompanying Management Information Circular and who wishes to 
require Gerdau Ameristeel Corporation (the "Company") to acquire his shares and 
pay him the fair value thereof, determined as of the close of business on the   
day before the special resolution is adopted, is set out in section 185 of the  
Business Corporations Act (Ontario) ("OBCA").                                   

      Section 185 provides that a shareholder may only make such a claim
with respect to all the shares of a class held by him on behalf of any one      
beneficial owner and registered in the shareholder's name. One consequence of   
this provision is that a shareholder may only exercise the right to dissent     
under section 185 in respect of shares which are registered in that             
shareholder's name. In many cases, shares beneficially owned by a person (a     
"Beneficial Shareholder") are registered either: (a) in the name of an          
intermediary that the Beneficial Shareholder deals with in respect of the shares
(such as a banks, a trust company, a securities dealer or brokers or a trustee  
or administrator of a retirement savings or similar plan); or (b) in the name of
a clearing agency (such as The Canadian Depository for Securities Limited       
("CDS")) of which the intermediary is a participant. Accordingly, a Beneficial  
Shareholder will not be entitled to exercise the right to dissent under section 
185 directly (unless the shares are re-registered in the Beneficial             
Shareholder's name). A Beneficial Shareholder who wishes to exercise the right  
to dissent should immediately contact the intermediary who the Beneficial       
Shareholder deals with in respect of the shares and either: (i) instruct the    
intermediary to exercise the right to dissent on the Beneficial Shareholder's   
behalf (which, if the shares are registered in the name of CDS or other clearing
agency, would require that the share first be re-registered in the name of the  
intermediary); or (ii) instruct the intermediary to reregister the shares in the
name of the Beneficial Shareholder, in which case the Beneficial Shareholder    
would have to exercise the right to dissent directly.                           

   A registered shareholder who wishes to invoke the provisions of
section 185 of the OBCA must send to the Company a written objection to the     
special resolution (the "Notice of Dissent") at or before the time fixed for the
shareholders meeting at which the special resolution is to be voted on. The     
sending of a Notice of Dissent does not deprive a registered shareholder of his 
right to vote on the special resolution but a vote either in person or by proxy 
against the special resolution does not constitute a Notice of Dissent. A vote  
in favour of the special resolution will deprive the registered shareholder of  
further rights under section 185 of the OBCA.                                   

      Within 10 days after the adoption of the special resolution by the
shareholders, the Company is required to notify in writing each shareholder who 
has filed a Notice of Dissent and has not voted for the special resolution or   
withdrawn his objection (a "Dissenting Shareholder") that the special resolution
has been adopted. A Dissenting Shareholder shall, within 20 days after he       
receives notice of adoption of the special resolution or, if he does not receive
such notice, within 20 days after he learns that the special resolution has been
adopted, send to the Company a written notice (the "Demand for Payment")        
containing his name and address, the number and class of shares in respect of   
which he dissents, and a demand for payment of the fair value of such shares.   
Within 30 days after sending his Demand for Payment, the Dissenting Shareholder 
shall send the certificates representing the shares in respect of which he      
dissents to the Company or its transfer agent. The Company or the transfer agent
shall endorse on the share certificates notice that the holder thereof is a     
Dissenting Shareholder under section 185 of the OBCA and shall forthwith return 
the share certificates to the Dissenting Shareholder.                           

        If a Dissenting Shareholder fails to send the Notice of Dissent, the
Demand for Payment or his share certificates, he has no right to make a claim   
under section 185 of the OBCA.                                                  

          After sending a Demand for Payment, a Dissenting Shareholder ceases to
have any rights as a holder of the shares in respect of which he has dissented  
other than the right to be paid the fair value of such shares as determined     
under section 185 of the OBCA, unless: (i) the Dissenting Shareholder withdraws 
his Demand for Payment before the Company makes a written offer to pay (the     
"Offer to Pay"); (ii) the Company fails to make a timely Offer to Pay to the    
Dissenting Shareholder and the Dissenting Shareholder withdraws his Demand for  
Payment; or (iii) the directors of the Company revoke the special resolution    
relating to the Continuance in all of which cases the Dissenting Shareholder's  
rights as a shareholder are reinstated.                                         

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          Not later than seven days after the later of the effective date of the
Continuance and the day the Company receives the Demand for Payment, the Company
shall send, to each Dissenting Shareholder who has sent a Demand for Payment, an
Offer to Pay for the shares of the Dissenting Shareholder in respect of which he
has dissented in an amount considered by the directors of the Company to be the 
fair value thereof, accompanied by a statement showing how the fair value was   
determined. Every Offer to Pay made to Dissenting Shareholders for shares of the
same class shall be on the same terms. The amount specified in an Offer to Pay  
which has been accepted by a Dissenting Shareholder shall be paid by the Company
within 10 days of the acceptance, but an Offer to Pay lapses if the Company has 
not received an acceptance thereof within 30 days after the Offer to Pay has    
been made.                                                                      

    If an Offer to Pay is not made by the Company or if a Dissenting
Shareholder fails to accept an Offer to Pay, the Company may, within 50 days    
after the effective date of the Continuance or within such further period as a  
court may allow, apply to the court to fix a fair value for the shares of any   
Dissenting Shareholder. If the Company fails to so apply to the court, a        
Dissenting Shareholder may apply to the Superior Court of Justice of Ontario    
(the "court") for the same purpose within a further period of 20 days or within 
such further period as the court may allow. A Dissenting Shareholder is not     
required to give security for costs in any application to the court.            

       Before making application to the court or not later than seven days
after receiving notice of an application to the court by a Dissenting           
Shareholder, the Company shall give to each Dissenting Shareholder who has sent 
to the Company a Demand for Payment and has not accepted an Offer to Pay, notice
of the date, place and consequences of the application and of his right to      
appear and be heard in person or by counsel. A similar notice shall be given to 
each Dissenting Shareholder who, after the date of the first mentioned notice   
and before termination of the proceedings commenced by the application, sends   
the Company a Demand for Payment and does not accept an Offer to Pay, such      
notice to be sent within three days thereafter. All such Dissenting Shareholders
shall be joined as parties to any such application to the court to fix a fair   
value and shall be bound by the decision rendered by the court in the           
proceedings commenced by such application. The court is authorized to determine 
whether any other person is a Dissenting Shareholder who should be joined as a  
party to such application.                                                      

     The court shall fix a fair value for the shares of all Dissenting
Shareholders and may in its discretion allow a reasonable rate of interest on   
the amount payable to each Dissenting Shareholder from the effective date of the
Continuance until the date of payment of the amount ordered by the court. The   
final order of the court in the proceedings commenced by an application by the  
Company or a Dissenting Shareholder shall be rendered against the Company and in
favour of each Dissenting Shareholder who, whether before or after the date of  
the order, sends the Company a Demand for Payment and does not accept an Offer  
to Pay. The cost of any application to a court by the Company or a Dissenting   
Shareholder will be in the discretion of the court. Where, however, the Company 
fails to make an Offer to Pay, the costs of the application by a Dissenting     
Shareholder are to be borne by the Company unless the court otherwise orders.   

        THE ABOVE IS ONLY A SUMMARY OF THE DISSENTING SHAREHOLDER PROVISIONS
OF THE OBCA, WHICH ARE TECHNICAL AND COMPLEX. IT IS SUGGESTED THAT A SHAREHOLDER
OF THE COMPANY WISHING TO EXERCISE A RIGHT TO DISSENT SHOULD SEEK LEGAL ADVICE, 
AS FAILURE TO COMPLY STRICTLY WITH THE PROVISIONS OF THE OBCA MAY RESULT IN THE 
LOSS OR UNAVAILABILITY OF THE RIGHT TO DISSENT.                                 

 E-2

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 6-K Filing		Date		First		Last			Other Filings
		12/31/00		23		48
		10/23/02		13		48			3
		9/26/03		48
		10/1/03		14
		1/1/04		19
		10/15/04		23					6-K, SUPPL
		12/31/04		20					40-F
		1/1/05		20
		2/28/05		14		16
		3/1/05		14		20
		5/6/05		20
		6/1/05		13		23
		12/31/05		1		39			40-F
		1/18/06		13		23
		2/28/06		20
		3/2/06		20
		3/17/06		14		16
		3/20/06		14
		3/29/06		5
		3/30/06		3		50
Filed On / Filed As Of / For The Period Ended		3/31/06							40-F
		5/8/06		2		5
		5/10/06		1		3
		3/20/07		15
		3/1/09		15		16
		3/20/10		15
		6/1/15		17		18
		3/20/16		15
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