PROSEGUR CASH, S.A.

OTHER RELEVANT INFORMATION

Madrid, 24 September 2020

The Board of Directors of Prosegur Cash, S.A. (the "Company") has decided to call the General Shareholders´ Meeting to be held in Madrid, at calle Pajaritos, 22, on 28 October 2020 at 13:00 p.m. on first call and on the following day, 29 October 2020, at the same time and in the same venue, on second call, with the following agenda:

1º Approval of the Company's individual financial statements and management report and the consolidated financial statements and management report of the group of companies of the Company and its subsidiaries for the financial year 2019.

2º Approval of the statement of non-financial information of the Company and its subsidiaries for the financial year 2019.

3º Approval of the allocation of 2019 results.

4º Approval of the management of the Board of Directors during 2019.

5º Re-election of Mr. Pedro Guerrero Guerrero as nominee director.

6º Re-election of Ms. Chantal Gut Revoredo as nominee director.

7º Re-election of Mr. Claudio Aguirre Pemán as independent director.

8º Re-election of Ms. María Benjumea Cabeza de Vaca as independent director.

9º Re-election of Mr. Daniel Entrecanales Domecq as independent director.

10º Re-election of Ms. Ana Inés Sainz de Vicuña Bemberg as independent director.

11º Consultative vote on the annual report on the directors' remuneration for 2019.

12º Approval of the Directors' Remuneration Policy.

13º Approval of a capital reduction by way of the redemption of up to a maximum of 45,000,000 shares of treasury stock (3.00% of the share capital as of the date of approval of the Share Buy-Back Programme). Delegation of powers for the implementation thereof.

14º Delegation of powers to formalise, interpret, correct and execute the resolutions adopted by the General Shareholders' Meeting.

The General Meeting is scheduled to be held on first call, i.e., on 28 October 2020 at the aforementioned place and time.

The full call to meeting is attached as an appendix.

From the publication of the call to meeting, the call to meeting and the proposals of resolutions prepared by the Board of Directors, together with the other documents pertaining to the General Shareholders' Meeting 2020 will be available to the shareholders at the Company's registered office (calle Santa Sabina, 8, 28007-Madrid) and at the corporate website (www.prosegurcash.com).

* * *

Renata Mendaña Navarro

Secretary of the Board of Directors

APPENDIX

Call to Annual General Shareholders' Meeting 2020

PROSEGUR CASH, S.A.

General Shareholders' Meeting

The Board of Directors convenes the PROSEGUR CASH, S.A. (the "Company") General Shareholder's Meeting to be held in Madrid, at calle Pajaritos, 22, on 28 October 2020 at 13.00 p.m. on first call, and on the following day, 29 October 2020, at the same time and place on the second call, to address the following:

AGENDA

1º Approval of the Company's individual financial statements and management report and the consolidated financial statements and management report of the group of companies of the Company and its subsidiaries for the financial year 2019.

2º Approval of the statement of non-financial information of the Company and its subsidiaries for the financial year 2019.

3º Approval of the allocation of 2019 results.

4º Approval of the management of the Board of Directors during 2019.

5º Re-election of Mr. Pedro Guerrero Guerrero as nominee director.

6º Re-election of Ms. Chantal Gut Revoredo as nominee director.

7º Re-election of Mr. Claudio Aguirre Pemán as independent director.

8º Re-election of Ms. María Benjumea Cabeza de Vaca as independent director.

9º Re-election of Mr. Daniel Entrecanales Domecq as independent director.

10º Re-election of Ms. Ana Inés Sainz de Vicuña Bemberg as independent director.

11º Consultative vote on the annual report on the directors' remuneration for 2019.

12º Approval of the Directors' Remuneration Policy.

13º Approval of a capital reduction by way of the redemption of up to a maximum of 45,000,000 shares of treasury stock (3.00% of the share capital as of the date of approval of the Share Buy-Back Programme). Delegation of powers for the implementation thereof.

14º Delegation of powers to formalise, interpret, correct and execute the resolutions adopted by the General Shareholders' Meeting.

SUPPLEMENT TO THE CALL NOTICE AND PROPOSED RESOLUTIONS

Shareholders who represent at least three per cent of the share capital may (a) request the publication of a supplement to this call notice, including one or more items on the agenda, provided that the item or items are accompanied by substantiation or, as appropriate, a justified proposal for resolution, and (b) submit reasoned proposals for resolutions on items already included or to be included on the agenda. This right must be exercised by serving duly authenticated notice (including the relevant documentation evidencing shareholder status) dispatched to the registered company address (Calle Santa Sabina 8, 28007-Madrid, marked for the attention of the "Servicio de Atención al Accionista") within five days following publication of this call notice.

RIGHT TO INFORMATION

Under the applicable legislation and, in particular, article 272 and related provisions of the Companies Law (Ley de Sociedades de Capital), upon publication of this call notice, shareholders are entitled to examine and obtain the following documents at the registered office of the Company or request that a copy thereof be sent thereto free of charge:

  • the financial statements and management reports (individual and consolidated versions) of the Company and its consolidated group, as well as the statement of non-financial information, the corresponding audit reports and proposed distribution of income for financial year 2019;
  • the complete wording of the proposals regarding the agenda made by the Board of Directors and the reports issued by the Board on items 5º to 10º, both inclusive, on the agenda (which contain the professional and biographical profile of the directors whose re-election is proposed) and on item 13º on the agenda;

the annual report on directors' remuneration corresponding to financial year 2019; and

the proposed director's remuneration policy, together with the corresponding report by the Appointments and Remuneration Committee.

Similarly, and following the provisions of article 506.4 Companies Law (Ley de Sociedades de Capital), there are hereby communicated and made available to the shareholders.

  • the report prepared by the Board of Directors dated 3 June 2020, which was attached to the inside information communication of the same date with registration number 265, and the report issued by the independent expert other than the Company's statutory auditor appointed by the Madrid Commercial

Registry on 29 June 2020, which was attached to the other relevant information communication of the same date with registration number 3,047,both on the increase in the Company's share capital with exclusion of the preemptive subscription right approved by the Board of Directors on 3 June 2020 both in connection with the reinvestment of the third payment of the 2019 fiscal year interim dividend; and

  • the report of prepared by the Board of Directors dated 28 July 2020 in connection with the increase in the Company's share capital with exclusion of the preemptive subscription right approved by the Board of Directors on that same date for the reinvestment of the fourth payment of the 2019 fiscal year interim dividend which was attached to the inside information communication of the same date with registration number 369. The report of the independent expert in connection with this last capital increase will be communicated and made available to the shareholders on the date of its issuance which is foreseen for 25 September 2020.

Finally, it is hereby communicated to the General Shareholder's Meeting the modifications to the Board of Directors Regulations approved since the last General Shareholders Meeting, that is, since 3 June 2019, for which purpose the recast text of the Regulations, including the modifications approved, is made available to the shareholders.

The documents mentioned above are also available on the Company's corporate website (www.prosegurcash.com).

In view of the situation derived from COVID-19 and following the recommendations issued by the competent authorities, the shareholders are encouraged to consult and examine the referred documents at the corporate website, in order to prevent, to the extent possible, physical displacements.

Pursuant to Companies Law (Ley de Sociedades de Capital), up until the fifth day before the date scheduled for the General Shareholders' Meeting, shareholders may request of the Company (via certificate post with acknowledgement of receipt or in person at the following address: calle Santa Sabina, 8, 28007-Madrid - "Servicio de Atención al Accionista", specifying the identity of the shareholder making the request and the address to which the answer should be sent) any information or clarification that they see fit, or make any questions that they see fit, regarding the matters in the agenda, related to the public information provided by the Company to the Spanish National Stock Market Committee from 3 June 3 2019, when the latest General Shareholders' Meeting was held, and the auditor's report.

RIGHT OF ATTENDANCE, REPRESENTATION AND ATTENDANCE BY

REMOTE MEANS

Shareholders holding at least one thousand shares may attend the Shareholders' Meeting so long as they appear in the corresponding share registry at least five days before the

scheduled date for the Shareholders' Meeting, i.e., no later than 23 October 2020.

All shareholders having the right to attend the Shareholders' Meeting may be represented by another person, even when not a shareholder. Proxy must be granted in writing, and the shareholder granting representation must complete and sign the attendance, proxy and vote card provided by the IBERCLEAR member entity with which the shares are deposited.

Shareholders not holding the minimum number of shares to attend may give their proxy vote to a shareholder who does have the right to attend or form a group with other shareholders in the same situation until obtaining the necessary shares, in which case representation will be conferred in writing to one shareholder in the group. When opting to exercise this right to group shares together and designate a representative, the Company's Board of Directors must be notified thereof at least five days prior to the scheduled date of the Shareholders' Meeting; otherwise the representation will be considered to be invalid. The grouping must be confirmed in a brief signed by all the grouped shareholders and drawn up specifically for each Shareholders' Meeting, designating the shareholder representing the group.

The Board of Directors, in light of the situation triggered by COVID-19 and in order to safeguard human health, has decided to make it possible to attend the Shareholders' Meeting by remote means, for which purpose it has agreed on the following implementing rules:

  1. Provision:
    To make it possible for shareholders to attend the meeting by remote means, the Company will provide the corresponding application (the "Application") on the corporate website (www.prosegurcash.com) in the "General Shareholders' Meeting" section. This application will be in operation from 9:00 a.m. on the morning of 28 October 2020 and, as the case may be, from 9:00 a.m. on the morning of 29 October 2020.
  2. Registration:
    Shareholders or their proxies must register on the Application at least one hour in advance of the scheduled start time of the Shareholders' Meeting. Accordingly, no shareholder may register after 12:00 noon on 28 October 2020 or, as the case may be, on 29 October 2020.
    Proxies or, as the case may be, shareholders attending on behalf of other shareholders, must indicate as such when registering in the section provided for such purpose in the Application and attach a scanned copy in pdf format of the attendance, proxy and remote voting card with the corresponding section duly

completed and signed, unless the card has been sent to the Company on the terms indicated below.

Shareholders or their proxies must identify themselves using their qualified electronic signature, national identity document or any other ID document or system indicated in the Application.

  1. Votes:
    In accordance with article 26.6 a) of the Shareholders' Meeting Regulations, shareholders not wishing to cast a vote in favor of the proposed resolutions regarding the items included on the agenda of the call notice must indicate so in the section provided for this purpose in the Application since the constitution of the Shareholders' Meeting. The voting round via the computer application for shareholders attending by remote means will be open until 14:00 hours on the day of the meeting or at a later time indicated by the Chairman of the General Meeting.
  2. Information requests and interventions:
    In accordance with article 21.3 d) of the Shareholders' Meeting Regulations, shareholders attending by remote means wishing to speak at the meeting and, if appropriate, ask questions, propose resolutions or request clarifications shall send them using the section provided for this purpose in the Application before the constitution of the meeting or at a later time indicated by the Chairman of the General Meeting.

Answers to shareholders attending by remote means and exercising their right of information shall be provided in writing within seven days following the end of the meeting, without prejudice of potentially been verbally answered during the meeting.

The above notwithstanding, notice is given that physical attendance by shareholders (or their proxies) may be prevented or restricted by any measures of the competent authorities that may be in force on the date of the Shareholders' Meeting, in which case and in order to protect human health as a result of the COVID-19 pandemic, the meeting may be held solely by remote means or with a limited capacity, in accordance with the provisions in force at that time. ACCORDINGLY, SHAREHOLDERS ARE ENCOURAGED TO PARTICIPATE REMOTELY, EITHER BY ATTENDING USING REMOTE MEANS OR BY EXERCISING THEIR RIGHT OF REPRESENTATION AND CASTING THEIR VOTE BY REMOTE MEANS. The Company shall notify shareholders using the appropriate channels and, in all cases, by means of the corresponding announcement on its website, if the meeting is to be held

solely by remote means or with restrictions on capacity.

PROXIES AND VOTING BY REMOTE MEANS

Shareholders may grant proxy or cast their vote prior to the General Meeting through the following means of remote communications:

  1. By post: sending their original attendance, proxy and remote vote card duly filled in
    and signed to the following address: calle Santa Sabina, 8, 28007-Madrid - "Servicio de Atención al Accionista", indicating "Proxy and Remote Vote - 2020 General Meeting" ("Representación y voto a distancia - Junta General 2020") on the envelope.
  2. Via email: via an e-mail signed with an electronic ID (DNIe) or the recognised electronic signature of the shareholder (based on a recognised and currently valid electronic certificate issued by the Spanish Certification Agency (CERES), an entity of the Spanish National Mint), sending the company a scanned copy of their attendance, proxy and remote voting card with the corresponding section duly filled in and signed, to:accionistascash@prosegur.com, indicating "Proxy and Remote Vote - 2020 General Meeting" ("Representación y voto a distancia - Junta General 2020") in the e-mail's subject.
  3. By the Application, identifying themselves by means of their qualified electronic signature, national identity document or any other ID document or system indicated in the Application and including a scanned copy in pdf format of their attendance, proxy and remote voting card duly completed in the corresponding section and signed.

Shareholders may obtain their attendance, proxy and remote vote cards from the IBERCLEAR member entity with which the shares are deposited.

In accordance with the Company's by-laws and the General Shareholders' Meeting Regulations, in order to be valid, proxies and votes cast via a remote means of communications must both be received by the Company by 24 hours of the third day before that scheduled for the General Shareholders Meeting, i.e., no later than midnight of 25 October 2020.

The validity of a proxy or vote may depend on confirmation of a shareholder's status as such, verifying that the ownership and number of shares given by each of the persons sending their proxy or remotely voting match the data provided by IBERCLEAR. In case of discrepancy between the number of shares notified by the shareholder and the information in the IBERCLEAR file, the share number reported by IBERCLEAR will prevail for the purposes of quorum and voting.

Attendance at the Shareholders' Meeting by a shareholder who has previously granted a proxy or voted through a remote means of communication will leave the proxy or vote

null and void.

SHAREHOLDERS' ELECTRONIC FORUM

In accordance with current legislation, a Shareholders' Electronic Forum has been set up on the Company's website (www.prosegurcash.com), the use of which will comply with its legal purpose and the guarantees and working rules established by the company and any duly legitimated shareholders or groups of shareholders may have access thereto.

DATA PROTECTION

Personal information sent by shareholders to the Company while exercising their attendance, proxy and voting rights for the Shareholders' Meeting, or that has been provided by financial intermediaries where those shareholders have deposited their shares, will be used to manage the development, fulfilment and control of the shareholder relationship (in particular, but not limited to, the calling and holding of the General Shareholders' Meetings and their dissemination). This information will be included in a file for which the Company is responsible.

The data will be provided to the notary for the purposes of drawing up the notarised minutes of the Shareholders' Meeting and may be made available to third parties in the exercise of their right to receive information laid down in the law or be made accessible to the public to the extent that they are included in the information available on the corporate website (www.prosegurcash.com) or are stated at the Shareholders' Meeting, the proceedings of which may be recorded by audio-visual means and broadcast on such website. By attending the Shareholders' Meeting, attendees consent to such recording and broadcast.

The owners of the information may exercise their rights to have access to, rectify, cancel and oppose in accordance with current laws, under the terms and in compliance with the requirements established therein, by sending a letter marked "Data Protection", and including details of their request to the following address: Prosegur Cash, S.A., calle Santa Sabina, 8, 28007-Madrid.

In the event that the shareholder includes personal information relating to other persons on the remote attendance, proxy and voting card, the shareholder must inform them of the categories in the previous paragraphs and fulfil any other requirements that may be applicable for the correct transfer of personal information to the Company, without the Company having to perform any additional action.

THE GENERAL MEETING IS SCHEDULED TO BE HELD ON FIRST CALL, I.E., ON 28 OCTOBER 2020 AT THE AFOREMENTIONED PLACE AND TIME.

FOR ANY FURTHER INFORMATION WHICH MAY BE REQUIRED,

SHAREHOLDERS MAY ADDRESS THE SHAREHOLDER SERVICE AT CALLE SANTA SABINA 8, 28007-MADRID, EITHER IN PERSON OR BY TELEPHONE ON 91 589 59 13, FROM 9:30 A.M. TO 1:30 P.M. FROM MONDAY TO FRIDAY, OR BY EMAIL TO THE FOLLOWING ADDRESS: accionistascash@prosegur.com.

Madrid, 24 September 2020. The Secretary of the Board of Directors, Ms. Renata Mendaña Navarro.

Attachments

Disclaimer

Prosegur Cash SA published this content on 23 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 September 2020 07:34:05 UTC