Cielo : Material Fact - Commencement of the Solicitation of Consents for the Proposed Amendments to the Indenture and Offer to Purchase for Cash Any and All of the Outstanding Senior Notes

Commencement of the Solicitation of Consents for the Proposed Amendments to the Indenture dated as of November 16, 2012 and Offer to Purchase for Cash Any and All of the Outstanding 3.750% Senior Notes due to 2022 Issued by Cielo S.A.

CIELO S.A. (the "Company") (B3: CIEL3 / OTC Nasdaq International: CIOXY), informs its shareholders and the market, in compliance with Paragraph 4, Article 157 of Law 6,404/76, and with CVM Instruction 358/02, as follows:

As duly approved by the Board of Directors at a meeting held on the date hereof, the Company commenced on the date hereof, the solicitation of consents (the "Consents" and the "Consent Solicitation") to the proposed amendments (the "Proposed Amendments") to be made to certain provisions of (a) the indenture, dated as of November 16, 2012, among the Company and Cielo USA Inc., a Delaware corporation controlled by the Company, ("Cielo USA" and together with the Company, the "Issuers"), as issuers, the Company as guarantor of the Cielo USA Notes (as defined below), and The Bank of New York Mellon, as trustee, registrar, transfer agent and paying agent (the "Trustee" and the "Indenture"), including amendments to permit the cancellation of the Notes Units (as defined below) resulting in the separate trading of the 3.750% senior notes due 2022 issued by the Company ("Cielo Notes") and 3.750% senior notes due 2022 issued by Cielo USA ("Cielo USA Notes"), that are traded as part of notes units (the "Notes Units"), each $1,000 in aggregate principal amount of Notes Units consisting of $537.14 in aggregate principal amount of Cielo Notes and $462.86 in aggregate principal amount of Cielo USA Notes, and (b) the existing notes units and the existing global notes issued by the Company and Cielo USA, as applicable (the "Global Notes").

In conjunction with and dependent on the success of the Consent Solicitation, and subject to the satisfaction or waiver of certain conditions, the Company is also offering, on the date hereof to purchase for cash any and all of the Cielo Notes (the "Offer"). The Cielo Notes can currently only be tendered as part of the Notes Units and cannot be traded separately.

The Consent Solicitation and the Offer are being made by the Company upon the terms and subject to the conditons established in the Consent Solicitation Statement and Offer to Purchase dated as of May 23, 2019 ("Offer to Purchase"). There is no letter of transmittal for the Consent Solicitation and the Offer.

The Consent Solicitation and the Offer will expire at 11:59 p.m., New York City time, on June 20, 2019, unless the Consent Solicitation and the Offer are extended or earlier terminated by the Issuers, with respect to the Consent Solicitation, or the Company, with respect to the Offer ("Consent and Offer Expiration Time").

The early tender deadline for the Offer will expire at 5:00 p.m., New York City time, on June 6, 2019, unless it is extended or earlier terminated by the Company ("Early Tender Expiration Time").

To tender Notes Units in the Offer (and thereby deliver the related Consents pursuant to the Consent Solicitation), holders of the Notes Units may:

• tender their Notes Units pursuant to the Offer (to allow Cielo to purchase the underlying Cielo
  Notes), and thereby deliver the related Consents pursuant to the Consent Solicitation, at or before the Early Tender Expiration Time in order to receive, subject to the conditions described in the Offer to Purchase, the Total Consideration (as defined below); or
• tender their Notes Units pursuant to the Offer (to allow Cielo to purchase the underlying Cielo Notes), and thereby deliver the related Consents pursuant to the Consent Solicitation, after the Early Tender Expiration Time but at or before the Consent and Offer Expiration Time, and receive, subject to the conditions described in the Offer to Purchase, the Consent Payment and Tender Offer Consideration (as defined below);

Holders may not deliver Consents without tendering the related Notes Units.

If the Issuers receive the required consents necessary to implement the Proposed Amendments, corresponding to a majority in aggregate principal amount of the Notes Units at the time outstanding ("Required Consents"), at or before the Consent and Offer Expiration Time, the Proposed Amendments will be implemented on the Payment Date (as defined below) and all of the then outstanding Notes Units (including Notes Units held by holders who did not participate in the Consent Solicitation or the Offer) will be mandatorily separated into Cielo Notes and Cielo USA Notes (the "Separation"), and thereafter the Cielo Notes and the Cielo USA Notes will trade separately.

Following the Separation, any remaining Cielo Notes not purchased by the Company pursuant to the Offer, and all Cielo USA Notes, will be delivered to holders as a consequence of such holders' existing interest in the Cielo Notes and/or the Cielo USA Notes through their respective holding of Notes Units. As such, the delivery of any such Cielo Notes and/or Cielo USA Notes upon the Separation does not constitute the sale of a new security for the purposes of applicable securities laws, rules and regulations.

Holders who validly deliver Consents will be eligible to receive a consent payment of $5.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units on the payment date, which shall occur promptly following the Consent and Offer Expiration Time (the "Consent Payment" and "Payment Date").

Holder validly tendering their Notes Units after the Early Tender Expiration Time but at or before the Consent and Offer Expiration Time, will be eligible to receive on the Payment Date $980.00 per $1,000,00 in aggregate principal amount of Cielo Notes underlying related Notes Units ("Consent Payment and Tender Offer Consideration"), consisting of the Consent Payment plus an amount equal to $975.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units (the "Tender Offer Consideration"). Holders validly tendering their Notes Units at or before the Early Tender Expiration Time will also be eligible to receive an early tender premium of $30.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units (the "Early Tender Premium"), and therefore such Holders will be eligible to receive the applicable "Total Consideration" of $1,010.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units, which will be payable on the Payment Date.

The Consent Solicitation and the Offer described in the Offer to Purchase are being made in connection with a concurrent funding by the Company, expected to close promptly after the Consent and Offer Expiration Time (the "Funding"). The Company intends to use the net proceeds from the Funding, to pay for Consents, purchase any and all of the Cielo Notes underlying the Notes Units tendered pursuant to the Offer and pay related expenses.

The Company's obligation to make Consent Payments and to purchase Cielo Notes are conditioned upon the satisfaction or waiver (provided that the condition set forth in item (ii) may not be waived) of: (i) completion of the Funding on terms satisfactory to the Company, with gross proceeds to the Company in an amount sufficient to pay the Total Consideration for all Cielo Notes underlying tendered Notes Units and delivered Consents plus all related fees and expenses, (ii) the receipt by the Issuers of the Required Consents and the amendment and restatement of the Indenture and the Global Notes in order to implement the Proposed Amendments, which shall be effective on the Payment Date, and (iii) the fullfillment of the "General Conditions" established in the Offer to Purchase.

The table below summarizes the main terms of the Consents Solicitaion and the Offer:

Tender of Notes Units (to allow Cielo to purchase the

Tender of Notes Units (to allow Cielo to

underlying Cielo Notes) and

purchase the underlying Cielo Notes) and

Delivery of Related Consents at or before the

Delivery of Related Consents after the Early

Early Tender Expiration Time

Tender Expiration Time

(1)

(1)

Description

CUSIP / ISIN

Outstanding

Outstanding

Consent

Tender Offer

Early

Total

Consent

Tender Offer

Consent

of the

Numbers of

Principal

Principal

Payment

Consideration

Tender

Consideration

Payment

Consideration

Payment and

Notes Units

the Notes

Amount of

Amount of

(3)

(3)

Premium

(3)

(3)

(3)

Tender Offer

Units

Notes Units

Cielo Notes

(3)

Consideration

(2)

Underlying

(3)

the Notes

Units

Notes Units

CUSIP No.:

$875,000,000

$470,000,000

$5,00

$975,00

$30,00

$1,010.00

$5,00

$975,00

$980,00

Consisting

144A: 17178F

of the

3.750%

AA4

Senior Notes

Reg. S:

due 2022 of

P28610 AA4

Cielo S.A.

ISIN No.:

and the

3.750%

144A:

Senior Notes

US17178FAA4

due 2022 of

9

Cielo USA

Reg. S:

Inc.

USP28610AA4

Guaranteed

6

by Cielo

S.A.

1. For the avoidance of doubt, the Offer is only for the purchase of any and all of the outstanding Cielo Notes underlying the Notes Units, and the Offer is not for the purchase of any of the Cielo USA Notes underlying the Notes Units. Although Holders of Notes Units are required to tender their Notes Units in order to participate in the Consent Solicitation and the Offer, the amounts in this table are expressed per $1,000 principal amount of Cielo Notes. Following the Separation, the Cielo USA Notes underlying the tendered Notes Units will be delivered to the Holders of such tendered Notes Units
2. CUSIP and ISIN numbers for Cielo Notes and Cielo USA Notes that will result from the Separation will be reflected in the Amended and Restated Global Notes and will become effective upon the execution and delivery of the Amended and Restated Indenture and of the Amended and Restated Global Notes.
3. Per $1,000 principal amount of Cielo Notes underlying the related Notes Units. Holders whose Cielo Notes are purchased in the Offer pursuant to the tender of the related Notes Units will also receive Accrued Interest (as defined below) from the last interest payment date for the Cielo Notes to, but not including, the Payment Date. Notes Units may be tendered, and Consents may be delivered, only in minimum denominations of $200,000 and any integral multiple of $1,000 in excess thereof.

All terms and conditions of the Consent Solicitation and the Offer are described in the Offer to Purchase.

This Material Fact does not constitute or form any part of an offer to purchase, or a solicitation of an offer to sell, the Notes Units, Cielo Notes, Cielo USA Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with any contract therefor. This Material Fact is also not a solicitation of Consents to the Proposed Amendments. The Consent Solicitation and the Offer are made only by and pursuant to the terms of the Offer to Purchase and the information in this Material Fact is qualified by reference to the Offer to Purchase. None of the Issuers, the Dealer Managers and the Information Agent and Tender Agent makes any recommendations as to whether the holders of the Notes Units should tender all or any portion of their Notes Units pursuant to the Offer or deliver their Consents pursuant to the Consent Solicitation.

This Material Fact to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuers. This Material Fact is not for distribution in or into or to any person located or resident in the United States, its territories and

possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this Material Fact, other than any exemption thereunder.

Barueri, May 23, 2019.

GUSTAVO HENRIQUE SANTOS DE SOUSA

Executive Vice President of Finance and Investors Relations Officer