Prosegur Cash S A : Report from the Board of Directors on the capital reduction and amendment of the Bylaws (Item 10).

REPORT BY THE BOARD OF DIRECTORS OF PROSEGUR CASH, S.A. ON THE

PROPOSAL FOR THE REDUCTION OF THE CAPITAL STOCK REFERRED TO IN ITEM 10 ON THE AGENDA OF THE 2022 ANNUAL GENERAL SHAREHOLDERS'

MEETING

The Board of Directors of PROSEGUR CASH, S.A. (the "Company") issues this report

on the proposal to reduce capital stock by redeeming the shares of treasury stock acquired under a buy-back program, which is submitted to the General Shareholders' Meeting for approval under item 10 on the agenda.

1. Introduction

In compliance with articles 286 and 318 of the Capital Companies Law, the following explains and justifies in detail the proposal to reduce capital stock by redeeming the shares of treasury stock already acquired, and those to be acquired hereafter, under a buy-back program for shares of treasury stock, which was approved by the Board of Directors on December 20, 2021 and the launch of which was reported to the market in a disclosure of inside information on December 21, 2021 (the "Buy-back Program").

The Buy-back Program, currently in progress, is being carried out pursuant to Regulation

(EU) nº 596/2014 of the European Parliament and of the Council, of 16 April 2014, on market abuse, and to Commission Delegated Regulation (EU) 2016/1052, of 8 March 2016, supplementing Regulation (EU) nº 596/2014 on market abuse with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures.

It was effectively initiated on December 23, 2021 and, according to the aforesaid disclosure of inside information, contemplates the acquisition of up to 22,844,200 common Company shares (1.5% of its capital stock), with a maximum assigned amount of 15,000,000 euros, its purpose being the redemption of the shares of treasury stock acquired under the Buy-back Program.

By virtue thereof and in compliance with the purpose of the Buy-back Program, a proposal is submitted to the General Shareholders' Meeting for the redemption of the

shares of treasury stock acquired by the Company under said Program.

2. Principal terms and conditions of the capital reduction and of the resulting amendment to the bylaws

The amount of the capital reduction will be equal to the number of shares acquired under the Buy-back Program multiplied by the par value of each share (0.02 euros per share),

which reduction is to be carried out by redeeming said shares of treasury stock for a maximum of 456,884 euros, i.e., the par value of the maximum number of shares of treasury stock able to be acquired under the Buy-back Program (22,844,200 common shares, each with a par value of 0.02 euros).

Accordingly, if the Company does not acquire the maximum number of 22,844,200 shares envisaged under the Buy-back Program, capital will be reduced by an amount equal to the par value of the shares actually acquired thereunder.

The proposal is therefore to delegate to the Board the powers necessary to set the final figure of the capital reduction in accordance with the procedure explained above.

The proposed capital reduction does not entail the repayment of contributions, because at such time the Company itself is the owner of the shares being redeemed, and will be carried out with a charge to unrestricted reserves, recording a provision to a reserve for redeemed capital equal to the par value of the redeemed shares, the use of which will be subject to the same requirements as those imposed on the reduction of capital stock under article 335 c) of the Capital Companies Law.

Consequently, pursuant to article 335 c) of the Capital Companies Law, creditors will not have the right of opposition referred to in article 334 of the Capital Companies Law.

It is also proposed to the General Shareholders' Meeting that the Board be delegated the powers necessary to execute the resolution to reduce capital (with express powers of delegation pursuant to article 249.2 of the Capital Companies Law), within one month after the end of the Buy-back Program, also delegating the powers necessary to specify other points which are not expressly stipulated in said resolution or are a consequence thereof, and to adopt resolutions, publish notices, take actions and execute public or private documents, as necessary or advisable for the most complete execution of the capital reduction.

It is equally proposed to empower the Board of Directors to take such steps and actions as are necessary or advisable so that, after the resolution to reduce capital has been executed, it can amend the article of the bylaws on capital stock (currently article 6), so that it reflects the new capital figure and the new number of shares.

3. Deletion of the term "registered" from the article of the bylaws on capital stock

In connection with the amendment of the article of the bylaws on capital stock (currently article 6) as a result of its reduction, a technical improvement to its wording is also

proposed, consisting of the deletion of the term "registered" when referring to the shares (so that reference is made exclusively to "shares" rather than to "registered shares"),

thus bringing the wording of the article of the bylaws into line with article 23.d), last paragraph, article 92 and article 113 of the Capital Companies Law, given that the Company shares are represented by book entries.

4. Proposed resolution

The following is a transcription of the wording of resolution ten proposed to the General Shareholders' Meeting in connection with the capital reduction and amendment to the bylaws:

10º.- APPROVAL OF A CAPITAL REDUCTION THROUGH THE REDEMPTION OF UP TO 22,844,200

SHARES OF TREASURY STOCK (1.5% OF THE CAPITAL STOCK). AMENDMENT OF ARTICLE 6 OF THE BYLAWS. DELEGATION OF POWERS FOR ITS EXECUTION.

PROPOSED RESOLUTION:

RESOLUTION TEN

"To reduce the share capital of the Company, through the retirement of the shares acquired under the program to buy back own shares approved by the Board of Directors on December 20, 2021 and reported to the market by the notice of inside information of

December 21, 2021 (the "Buy-Back Program"), in the following terms:

1. Amount and type of capital reduction.- The nominal amount of the Company's capital reduction will be equal to the number of shares that are finally acquired by the

Company under the Buy-Back Program multiplied by €0.02 per share, through the retirement of such shares, up to a maximum of €456,884, corresponding to the par value of the maximum number of own shares to be acquired under the Buy-Back Program relating to (22,844,200 ordinary shares with a par value of €0.02 each).

The final figure of the capital reduction will be set by the Board of Directors based on the final number of shares that are finally acquired under the Buy-Back Program.

2. Procedure for the reduction and reserves with a charge to which it is carried out.- The capital reduction must be executed within the month following the end of the Buy-Back Program.

The capital reduction does not involve a return of contributions to the shareholders since the Company itself is the owner of the shares to be retired, and it will be carried out with a charge to unrestricted reserves and a reserve for retired capital will be recorded in an amount equal to the par value of the retired shares. Such reserve may only be used subject to the same requirements as those imposed for the capital reduction, in accordance with the provisions of article 335 c) of the Capital Companies Law.

Consequently, in accordance with the provisions of that article, the Company's creditors will not have the right to object referred to in article 334 of the Capital Companies Law in relation to the capital reduction.

3. Amendment of article 6 of the Bylaws.- To amend article 6 of the Company's Bylaws in order to reflect the new share capital figure and the number of ordinary shares into which the share capital is divided up as a result of its reduction, approving, similarly, a technical improvement to said article consisting of the elimination of the term "registered" used to describe the Company's shares.

By virtue of the foregoing, were the maximum number of shares envisaged in the Buy-Back Program (22,844,200 ordinary shares, each with a par value of 0.02 euros) to be acquired, article 6 would come to be worded as follows:

"Article 6.- Share capital

1. The share capital amounts to the sum of THIRTY MILLION TWO THOUSAND AND

FORTY-NINE EUROS SIXTY-SIX EURO CENTS (€30,002,049.66), represented by

ONE THOUSAND FIVE HUNDRED MILLION ONE HUNDRED AND TWO THOUSAND FOUR HUNDRED AND EIGHTY-THREE (1,500,102,483) shares, each with a par value of TWO CENTS (€0.02), fully subscribed and paid up and forming a single class and series.

2. The General Shareholders' Meeting, in compliance with the requirements and within the legal limits established for said purposes, may delegate upon the Board of Directors the power to increase the share capital."

4. Delegation of powers.- To delegate to the Board of Directors, with express powers of sub-delegation, the powers necessary to implement this resolution, with authority to determine any points that have not been expressly established in it or are a consequence of it. In particular, and merely for illustration purposes, the following powers are delegated to the Board of Directors, with express powers of subdelegation:

a) To carry out any acts, make any declarations or take any steps (the publication of notices included) that may be necessary or advisable in relation to the share capital reduction and the retirement of the own shares finally acquired under the Buy-Back Program and any acts which may be required, should the case arise, vis-à-vis Spanish or foreign regulators and Stock Exchanges; to negotiate, agree upon and sign whatever contracts, agreements, undertakings or instructions may be necessary or advisable for the successful implementation of the share capital reduction and the retirement of said shares.

• b) To declare the approved share capital reduction as closed and executed, setting, for these purposes, the final number of shares to be retired and, therefore, the amount by which the Company's share capital is to be reduced pursuant to this resolution.

• c) To set the final amount of the share capital reduction in light of the provisions of this resolution and establish any other circumstances required to carry it into effect and to retire the corresponding shares, all in accordance with the conditions indicated above.

• d) To change the wording of article 6 of the Bylaws to bring it into line with the definitive amount of the share capital reduction and the number of own shares retired.

• e) To perform the formalities and acts that are necessary or appropriate and submit the required documents to the competent bodies so that, once the Company's shares have been retired and the relevant deed has been executed and registered at the Commercial Registry, the retired shares are delisted from the relevant stock exchanges and the relevant book entries are canceled.

• f) To perform whatever acts may be necessary or appropriate to implement and formalize the share capital reduction and the retirement of own shares vis-à-vis any public or private entities and bodies, whether Spanish or foreign, including any required for declaration or supplementation purposes or to remedy any defects or omissions that may prevent or hinder the full effectiveness of the preceding resolutions.

The Board of Directors is expressly authorized so that it may, in turn, delegate, pursuant to article 249 bis l) of the Capital Companies Law, the powers set forth in this resolution."

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February 22, 2022