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

Material Fact

Approval of the Share Buyback Program

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, announces to its shareholders and other stakeholders that:

The Board of Directors approved, in a meeting held today, opening the new Share Buyback Program ("Program"). The Executive Board was authorized to purchase, on behalf of the Company, up to four million, six thousand, seven hundred and seventy-six (4,006,776) common shares, with no par value, issued by Cielo, as detailed in the Notice on Trading the Company's Shares, prepared pursuant to Exhibit 30-XXXVI of CVM Instruction 480 disclosed today.

In the Program now approved, a total of up to four million, six thousand, seven hundred and seventy-six (4,006,776) common shares will be acquired from March 2, 2020, to March 10, 2020. The Company's Executive Board is authorized to establish the opportunity and the number of shares to be acquired, always within the authorized limits.

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

The purpose of the share buyback is to meet the commitments undertaken by the Company under the compensation, retention and incentive programs for its employees and members of the management.

The members of the Board of Directors understand that the Company's current financial situation is compatible with the possible execution of the Program under the approved conditions and they feel comfortable that the share buyback will not affect the fulfillment of the obligations undertaken with creditors or the payment of mandatory minimums dividends. This conclusion results from the evaluation of the potential financial amount to be used in the Program, considering (i) the level of obligations undertaken with creditors, being fully able to pay the financial commitments undertaken; and (ii) the fact that the Company's operations are strong cash generators.

Barueri, February 19, 2020.

Gustavo Henrique Santos de Sousa

Finance Vice President and Investor Relations Officer

For further information, please contact the Investor Relations area: [e-mail]

ir.cielo.com.br

Phone: [phone]