Notice to Shareholders Distribution of Dividends and Interest on Equity

CIELO S.A.

Corporate
Taxpayer’s ID no. 01.425.787/0001-04

Corporate
Registry no. 35.300.147.073.

Notice to Shareholders

Distribution of Dividends and
Interest on Equity

CIELO S.A. (“Company”) (BOVESPA:
CIEL3 / OTC: CIOXY) announces to its shareholders that the Board of Directors,
in a General Meeting held on February 6, 2013, approved “ad referendum” of the
General Meeting to be held on April 26, 2013, the distribution of the remaining
balance for the fiscal year of 2012, added to the distribution on September 30,
2012, corresponding to a distribution of 70% of the total net profit for the
year, after deduction of legal reserve, at 20% (twenty percent) of the
Company’s social stock.

Remuneration will be distributed as
dividends and interest on equity, which will be paid to the shareholders in
accordance to their holdings in the Company’s capital stock, in the total
amount of R$839,417,122.84 (eight hundred thirty-nine million, four hundred
seventeen thousand, one hundred twenty-two reais and eighty-four centavos), out
of which R$35,915,629.76 (thirty-five million, nine hundred fifteen thousand,
six hundred twenty-nine reais and seventy-six centavos) will be distributed as
interest on equity and will be subject to withholding income tax. The amount of
R$803.501.493,08 (eight hundred three million, five hundred one thousand, four
hundred ninety-three reais and eight centavos) will be distributed as dividends
and shares held in treasury are not entitled to remuneration. The given amounts
for each share are estimated and subject to changes due to the sale of treasury
shares related to the exercise of stock option grants under the Company’s Stock
Option Plan.

a) Amount per share of
dividends: R$1.227882293

b) Gross amount per
share of interest on equity: R$0.054884983

c) Net amount per
share of interest on equity (net of income tax withheld at a rate of 15%, if
applicable): R$0.0466522356

Remuneration will be paid to the shareholders
on March 29, 2013, based on the shareholding position as of March 14, 2013, and
the Company’s shares will be traded ex-rights as of March 15, 2013. The payment
will be done by the shares’ depositary institution – Banco Bradesco S.A.
(“Banco Bradesco”), by automatic credit for accountholders and shareholders who
have informed their Individual/Corporate Taxpayer ID and respective bank
account to Banco Bradesco. The shareholders who have not done so yet must go to
a Bradesco agency to update their registration. We inform that the shareholders
with stock under BM&F BOVESPA S.A. – Bolsa de Valores, Mercadorias e
Futuros, will receive their due remuneration from their custody agentes, and
the shareholders with ADRs will receive their remuneration from Deutsche Bank
Trust Company Americas, an outsourced depositary institution.