CIELO S A : Material Fact - Approval of Share Buyback Program

Approval of the Share Buyback Program to Meet Commitments Undertaken by the Company under the Compensation, Retention and Incentive Programs with its Employees and Members of the Management

CIELO S.A. ("Company") (B3: CIEL3 / OTC Nasdaq International: CIOXY), in compliance with the provisions of Paragraph 4 of Article 157 of Law 6404/76 and CVM Instruction 358/02, reports the following to its shareholders and other interested parties:

During a meeting of the Board of Directors held today, complementing the share buyback programs approved on February 20, 2019, the Company approved a new Share Buyback Program ("Program"), which has the unique and exclusive purpose to meet commitments undertaken by the Company under the compensation, retention and incentive programs with its employees and members of the management. Therefore, the Executive Board is hereby authorized to acquire, on behalf of the Company, up to four hundred thousand (400,000) common shares, with no par value, issued by itself, as detailed in the Notice on Trading Own Shares, pursuant to Exhibit 30-XXXVI of CVM Instruction 480, disclosed today.

In the Program hereby approved, up to four hundred thousand (400,000) common shares will be acquired. The Program's term will be from September 2 to 10, 2019. The Company's Executive Board is hereby authorized to establish the opportunity and the number of shares to be acquired, always within authorized limits.

The buyback transactions will be carried out at the stock exchange, at market prices, with the intermediation of Bradesco S.A. Corretora de Títulos e Valores Mobiliários, headquartered at Avenida Paulista, 1450, 7º andar, São Paulo, SP.

The members of the Board of Directors understand the Company's current financial position is compatible with the implementation of the Programs as approved and they feel comfortable that the share buyback will not hinder the compliance with obligations with creditors or the payment of fixed or minimum mandatory dividends. This conclusion results from the evaluation of the potential financial amount to be employed in the Program, considering (i) the level of obligations undertaken with creditors, as fully able to pay the financial commitments; and (ii) the fact that the Company's transaction are strong cash generators.

Barueri, August 21, 2019.

Gustavo Henrique Santos de Sousa

Chief Financial and Investor Relations Officer