Prosegur Cash S A : Detail of the modifications to the Board of Directors’ Regulations (from June 2, 2021). Full text of the Regulations with the modifications introduced by the Board of Directors on October 27, 2021.

PROSEGUR CASH, S.A.

REGULATIONS OF THE BOARD OF DIRECTORS1

CHAPTER I

GENERAL PROVISIONS

Article 1º .- Purpose

• 1. The purpose of the Regulations of the Board of Directors (hereinafter, the

  "Regulations") of PROSEGUR CASH, S.A. (hereinafter, the "Company") is to

  establish the operating principles for the activities of said body, the basic rules for the organisation and functioning thereof and the rules of conduct for the members thereof.

• 2. For the purpose of these Regulations, the Prosegur Cash Group (hereinafter, the

  "Group") shall be deemed to be comprised of the Company, as the parent company,

  and by the subsidiary companies thereof, in accordance with the provisions of Article 42 of the Code of Commerce, without prejudice to the fact that all of the companies of the Group, in turn, also form part of the group of which Prosegur

  Compañía de Seguridad, S.A. is the parent company (hereinafter, the "Prosegur Group").

• 3. The rules of conduct established in these Regulations for Board Members shall be applicable to the senior managers of the Company, to the extent that they are compatible with the functions and office thereof.

Article 2º.- Interpretation

These Regulations shall be interpreted in accordance with applicable law, the Articles of Association and in accordance with the principles and recommendations regarding good

1

THE AMENDMENTS MADE TO THE REGULATIONS OF THE BOARD OF DIRECTORS AS OF 2

JUNE 2021 ARE UNDERLINED IN THIS TEXT FOR BETTER IDENTIFICATION (ADDITION OF ARTICLE 8(5BIS)).

governance for listed companies that are issued by the Government and fundamentally in accordance with the spirit and purpose thereof.

Article 3º.- Modification

• 1. These Regulations may only be modified at the motion of the Chairman of the Board of Directors, of three Board Members or of the Sustainability, Corporate Governance, Appointments and Remuneration Committee, that must accompany their proposal with a report that justifies said modifications.

• 2. The modification proposals that are not presented by the Sustainability, Corporate Governance, Appointments and Remuneration Committee must be reported on by the said Committee.

• 3. The text of the proposal, the report of the authors thereof that justifies said modifications and, as the case may be, the report of the Sustainability, Corporate Governance, Appointments and Remuneration Committee must be attached to the notification of the meeting of the Board of Directors that is to decide upon said modifications.

• 4. The notification of the meeting must be issued at least seven days beforehand, expect when, for reasons of urgency, the meeting is required to be called within a shorter period of time, however said notice period shall never be less than three days.

• 5. For the valid modification of the Regulations, said modification must be ratified by a majority of two thirds of the Board Members that are either present or duly represented at the meeting.

Article 4º.- Dissemination and registration

• 1. The Board Members and all senior management must understand, comply with and ensure due compliance with these Regulations. Accordingly, the Secretary of the Board of Directors shall provide all of the foregoing with a copy of these Regulations.

• 2. These Regulations and any subsequent modifications thereof shall be provided to the General Shareholders Meeting, shall be notified to the Spanish Securities and Exchange Commission and shall be registered at the Companies Register, in accordance with applicable law.

• 3. The current version of these Regulations, from time to time, shall be available on the corporate web page of the Company and at the registered office thereof, thereby ensuring the broad dissemination thereof among the shareholders and the general investor public.

CHAPTER II

MISSION OF THE BOARD OF DIRECTORS

Article 5º.- General supervisory function

• 1. The Board of Directors is, in accordance with applicable law and the terms of the Articles of Association, the body responsible for the administration and representation of the Company, and is authorised, as a result thereof, to carry out, within the scope of the corporate activities defined in the Articles of Association, the commercial acts and legal business necessary for the carrying out of the corporate activities, with the exception of the acts and activities reserved at law or pursuant to the Articles of Association for the General Shareholders Meeting.

• 2. The policy of the Board of Directors is to delegate the ordinary management of the Company upon the executive bodies and upon the management board and to concentrate its activities in the general supervisory functions thereof.

• 3. The powers that are reserved, either at law or pursuant to the Articles of Association, for the direct knowledge of the Board of Directors may not be delegated, including any other powers that are necessary for the diligent exercise of the general supervisory functions thereof.

• 4. For the foregoing purposes, the Board of Directors undertakes, in particular, to directly exercise the following powers:

  • a) The supervision of the effective functioning of the Committees that have been established and of the actions of the delegated bodies and of the managers that the Board has designated.

  • b) The determination of the general policies and strategies of the Company and, in particular:

    • (i) the strategic or business plan, as well as the management targets and annual budgets;

    • (ii) the investments and financing policies;

    • (iii) the corporate governance policy of the Company and of the group of which the Company is the parent company;

    • (iv) the corporate social responsibility policy;

    • (v) the remunerations policy and the policy for the evaluation of the performance of senior managers;

    • (vi) the policy regarding treasury stock and, in particular, the limits thereof;

• (vii) the dividends policy;

• (viii) the determination of the tax strategy of the Company; and

(ix)the risk management and control policy, including tax risks, as well as the supervision of the internal information and control systems.

• c) The authorisation or waiver of the obligations regarding the duty of diligence and loyalty in accordance with the provisions of Section 230 of the Spanish

  Companies Act.

• d) The organisation and functioning of the Board of Directors.

• e) The drafting of the annual accounts and the presentation thereof at the General Shareholders Meeting.

• f) The drafting of any type of report that is required, at law, to be provided by the governing body, provided that the operation the subject of the report is not able to be delegated.

• g) The appointment and removal of the Managing Directors of the Company, as well as the establishment of the terms and conditions of the contracts thereof.

• h) The appointment and removal of the managers that report directly to the Board of Directors or of any of the Board Members themselves, as well as the establishment of the basic terms and conditions of their contracts, including their remuneration.

• i) The decisions in relation to the remuneration of the Board Members, within the framework of the terms of the Articles of Association and of the remuneration policy approved by the General Shareholders Meeting.

• j) The calling of the General Shareholders Meeting and the drafting of the agenda to the meeting and the resolution proposals.

• k) The powers that the General Shareholders Meeting has delegated upon the Board of Directors, unless expressly authorised by the General Shareholders Meeting to sub-delegate said powers.

• l) The organisation and functioning of the Board of Directors and, in particular, the approval and modification of these Regulations.

• m) The approval of the financial and non-financial reporting that, as a listed company, must be periodically made public by the Company.

• n) The approval of the investments or operations of any type whatsoever that, by reason of the significant value or the special characteristics thereof,

constitute strategic investments or operations or are subject to special tax risks, unless the approval thereof corresponds to the General Shareholders Meeting.

• o) The approval of the creation or acquisition of shareholdings in special purpose entities or companies registered in countries or territories considered to be tax havens, as well as any other transactions or operations of an analogous nature that, by reason of the complexity thereof, may limit the transparency of the Company and its Group.

• p) The approval, subject to the prior report of the Audit Committee, of the operations that the Company or the companies of its group carry out with Board Members, with shareholders who hold 10% or more of the voting rights or are represented on the Board of Directors of the Company or of any other persons who must be considered related parties in accordance with the International Accounting Standards in the terms of Chapter VII bis of the

  Spanish Companies Act ("related party transactions"), provided that such approval does not correspond to the General Shareholders Meeting in the terms and conditions established in these Regulations.

• q) The supervision of the compliance by the Company's and the Group's strategy and activity with the principles of sustainable development from an environmental, social and corporate governance standpoint, as well as the commitment to the Sustainable Development Goals (SDG) promoted by the United Nations.

• r) All other decisions that are specifically provided for under these Regulations.

5.

Notwithstanding the foregoing, in case of duly justified emergency and wherever permitted by the law, the decisions that relate to the previous matters may be adopted by the bodies or delegated persons, which must be ratified at the first Board of Directors that is held after the adoption of the decision.

Article 6º.- Operating principles

• 1. The Board of Directors shall perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position and shall be guided by the best interests of the Company, understood as the establishment of a profitable and sustainable long-term business, that promotes the continuity thereof and that maximises the value of the Company.

• 2. In application of the foregoing criteria, the Board of Directors shall determine and shall review the corporate and financial strategies of the Company in accordance with the following indications: