CIELO S A : Fato Relevante

Material Fact

CIELO S.A. - Instituição de Pagamento ("Company" or "Cielo") (B3: CIEL3 / OTC: CIOXY) hereby informs that, on this date, the majority of shareholders present to the Special Meeting convened in the manner and for the purposes described in the material facts disclosed by the Company on February 21, 23, and 29, 2024 ("Special Meeting") resolved to suspend for 21 (twenty-one) days the proceedings of the Special Meeting.

At the commencement of the Special Meeting proceedings, a group of minority shareholders submitted to the presiding table a request for submission of a proposal to suspend the proceedings of the Special Meeting proceedings for a period of 21 (twenty-one) days, in order to allow the shareholders holding outstanding shares of the Company to assess, with the necessary time and diligence, the content of the material fact disclosed earlier this morning, which made public the commitment of the controlling shareholders of the Company and related persons to increase the price per share of the potential public offer aiming at converting the Company's registration as a publicly-held company from category "A" to "B" and delisting it from the Novo Mercado ("Offer") to BRL 5.60 (five Brazilian reais and sixty cents), to be "(i) deducted by the amount corresponding to dividends, interest on own capital, or other proceeds that may be declared by the Company from this date until the auction date of the Offer (without deducting the amount corresponding to the interest on own capital to be paid on April 30, 2024); (ii) adjusted based on the cumulative variation of the average daily interest rate of Interbank Deposit Certificates - CDI from this date until the settlement date of the Offer; and (iii) proportionally adjusted due to any consolidation or split of shares issued by the Company, as per the terms of the Offer's Notice ", provided that, observing the terms and conditions of the letters contained in said material fact, (i) the preparation of a new valuation report of the Company's shares for the purposes of the Offer is not approved at the Special Meeting, and (ii) the relevant minority shareholders are compliant with the obligations undertaken towards the Offerors.

The Special Meeting proceedings will resume on April 23, 2024, at 04:00 PM, again exclusively in digital format. No new registration requests for shareholder participation will be accepted.

Shareholders who had registered to participate in the Special Meeting via videoconference and participated in the proceedings initiated today will receive by April 22, 2024, a new link to access the Special Meeting upon the resumption of its proceedings, without the need to take any additional measures.

1Encore Gestão de Recursos Ltda., Clave Gestora de Recursos Ltda., Clave Alternativos Gestora de Recursos Ltda., XP Gestão de Recursos Ltda., AZ Quest Investimentos Ltda., Vinland Capital Management Gestora de Recursos Ltda., and Absolute Gestão de Investimentos Ltda. (collectively, "Minority Shareholders"), acting in their capacity as managers of investment vehicles holding shares issued by the Company.

Shareholders who had previously submitted a remote voting ballot ("BVD"), if they do not send a new BVD nor register to participate in the Special Meeting via videoconference, will have the votes reported in their originally submitted BVD counted as usual.

Shareholders who had sent votes via BVD, if they wish to change them, may:

(i) send a new BVD, by the same means originally used. If votes were sent via a custodian agent, the shareholder must send them again through the same custodian; if it was done through the registrar of the Company's shares, they must resend them through the registrar, and if the BVD was sent directly to the Company, the new BVD must be sent to the Company viahttps://qicentral.com.br/m/asp-cielo-2024. The submission of a new BVD, whether through a custodian agent, registrar, or directly to the Company, must be done up to 7 (seven) days in advance, i.e., by April 16, 2024; or

(ii) request digital participation and express their new votes during the Special Meeting via the videoconference platform, so that their votes previously sent by BVD will be disregarded, in accordance with Article 28, § 2, item II, of CVM Resolution 81. To qualify to participate in the Special Meeting via videoconference, shareholders must access the websitehttps://qicentral.com.br/m/asp-cielo-2024,at least 2 (two) days in advance, i.e., by April 21, 2024, and (a) if they have sent BVD through a custodian or registrar, they must register and send the appropriate representation documents; (ii) if they have sent BVD directly to the Company, they must, through the portal indicated above, change the form of participation from "BVD" to "Digital".

The voting maps via BVD disclosed by the Company on March 28 and April 1, 2024, shall be disregarded.

The Company reaffirms its commitment to keeping its shareholders and the general market informed about relevant developments concerning the matters herein discussed.

Barueri, April 2nd, 2024.

Filipe Augusto dos Santos Oliveira

Chief Financial Officer and Investor Relations Officer

1Encore Gestão de Recursos Ltda., Clave Gestora de Recursos Ltda., Clave Alternativos Gestora de Recursos Ltda., XP Gestão de Recursos Ltda., AZ Quest Investimentos Ltda., Vinland Capital Management Gestora de Recursos Ltda., and Absolute Gestão de Investimentos Ltda. (collectively, "Minority Shareholders"), acting in their capacity as managers of investment vehicles holding shares issued by the Company.

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Cielo SA published this content on 02 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 April 2024 14:57:05 UTC.