Prosegur Cash S A : Report from the Board of Directors on the modification of the share capital reduction and amendment of the Bylaws (Item 2)

REPORT BY THE BOARD OF DIRECTORS OF PROSEGUR CASH, S.A. ON THE PROPOSAL FOR THE MODIFICATION OF THE MAXIMUM AMOUNT OF THE REDUCTION OF THE CAPITAL STOCK REFERRED TO IN ITEM TWO ON THE AGENDA OF THE 2022 EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

1. Introduction and rationale for the proposal

In compliance with articles 286 and 318 of the Capital Companies Law, the Board of Directors of PROSEGUR CASH, S.A. (the "Company") issues this report in connection with the proposal to modify the maximum amount of the reduction of capital stock approved at the Annual General Shareholders' Meeting held on June 1, 2022 under Agenda item ten.

The purpose of this report is to set out and explain the rationale behind the proposal to modify the resolution to reduce the capital stock approved at the Annual General Shareholders' Meeting held on June 1, 2022 under Agenda item ten.

The reduction in capital stock by redeeming shares of treasury stock was approved at the aforementioned Annual General Shareholders' Meeting under a buy-back program approved by the Board of Directors on December 20, 2021 and reported to the market in a disclosure of inside information on December 21, 2021 (the "Buy-backProgram").

This Program was approved on the basis of 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.

On October 26, 2022, the Company's Board of Directors approved an extension of the term, maximum amount and maximum number of shares to be acquired under the Buy- Back Program (hereinafter, the "Extended Buy-BackProgram"). Accordingly, the Board of Directors proposed to the Extraordinary General Shareholders' Meeting that the maximum amount of the capital reduction be increased. The modifications made to the Buy-Back Program were notified to the market by means of the notice of inside information dated October 26, 2022.

Consequently, a proposal is submitted to the Extraordinary General Shareholders' Meeting to increase the maximum amount of the reduction in capital stock pursuant to the terms of the Extended Buy-back Program and which, therefore, amounts to a maximum of 761,473.32 euros, i.e., the par value of the maximum number of shares of treasury stock able to be acquired under the Extended Buy-back Program (38,073,666 common shares, each with a par value of 0.02 euros).

The proposal to the Extraordinary General Shareholders' Meeting also includes the revised text of the resolution adopted under Agenda item ten of the 2022 Annual General Shareholders' Meeting, after including the modifications relating to the maximum amount of the reduction of treasury stock in line with the foregoing.

The remaining terms and conditions of the resolution for the reduction of treasury stock approved at the 2022 Annual General Shareholders' Meeting under Agenda item ten remain in force. Accordingly, if the Company does not acquire the maximum number of 38,073,666 shares envisaged under the Extended Buy-back Program, capital will be reduced by an amount equal to the total par value of the shares actually ultimately 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.

It is also proposed to the Extraordinary General Shareholders' Meeting that the Board be delegated the powers necessary to execute the resolution to reduce capital (with express powers of sub-delegation), 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 (with express powers of sub- delegation) 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.

2. Proposed resolution

The following is a transcription of the wording of resolution two proposed to the Extraordinary General Shareholders' Meeting in connection with the increase in the maximum amount of the capital reduction and amendment to the bylaws under Agenda item two:

TWO.- MODIFICATION OF THE MAXIMUM AMOUNT OF THE REDUCTION OF THE CAPITAL STOCK APPROVED AT THE ANNUAL GENERAL SHAREHOLDERS' MEETING HELD ON JUNE 1, 2022.

AMENDMENT OF ARTICLE 6 OF THE BYLAWS. DELEGATION OF POWERS FOR ITS EXECUTION.

PROPOSED RESOLUTION:

RESOLUTION TWO

"The Company's Board of Directors has approved, in its meeting of October 26, 2022, an extension of the term, maximum amount and maximum number of shares to be acquired under the buy-back program approved by the Board on December 20, 2021

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and notified to the market by means of the notice of inside information dated December 21, 2021 (hereinafter the "Extended Buy-BackProgram"). The duration has been extended through to December 20, 2023, the maximum amount of the buy-back program has been set at €25,000,000 and the maximum number of shares to be acquired has been set at 38,073,666. Said resolution regarding the modification of the buy-back program in order to extend it in the aspects referred to above was notified to the market by means of the notice of inside information dated October 26, 2022.

As a result of the approval of the Extended Buy-Back Program, and in relation to the resolution adopted under item ten on the Agenda of the Company's Annual General Shareholders' Meeting held on June 1, 2022, it is resolved to increase the nominal amount of the share capital reduction by €304,589.32, in such a way that the maximum nominal amount of the share capital reduction comes to be €761,473.32, which corresponds to the par value of the maximum number of shares to be acquired under the Extended Buy-Back Program, i.e. 38,073,666 shares, with the remainder of the resolution remaining unchanged, including the elimination of the term "nominative" to describe the Company's shares.

By virtue of the foregoing, article 6, in the event of the share capital reduction being executed for its maximum amount, shall be amended as follows:

"Article 6.- Share capital

"1. The share capital amounts to a sum of TWENTY-NINE MILLION SIX HUNDRED AND NINETY-SEVEN THOUSAND FOUR HUNDRED AND SIXTY EUROS THIRTY- FOUR CENTS (€29,697,460.34), represented by ONE THOUSAND FOUR HUNDRED AND EIGHTY-FOUR MILLION EIGHT HUNDRED AND SEVENTY-THREE THOUSAND AND SEVENTEEN (1,484,873,017) 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 limits established by law for said purposes, may delegate upon the Board of Directors the power to increase the share capital."

The revised capital reduction resolution, with the extension referred to above, shall therefore read as follows:

"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, and modified as to its term, maximum amount and maximum number of shares to be acquired under the program by virtue of a resolution of the Board of Directors of October 26, 2022, which was notified to the market by means of the notice of inside information dated October 26, 2021 (the "Extended Buy-BackProgram"), 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 Extended Buy-Back Program multiplied by €0.02 per share, through the retirement of such shares, up to a maximum of €761,473.32, corresponding to the

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par value of the maximum number of own shares to be acquired under the Extended Buy-Back Program relating to (38,073,666 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 Extended 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 Extended 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 Extended Buy-Back Program (38,073.666 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 TWENTY-NINE MILLION SIX HUNDRED AND NINETY-SEVEN THOUSAND FOUR HUNDRED AND SIXTY EUROS THIRTY-
   FOUR CENTS (€29,697,460.34), represented by ONE THOUSAND FOUR HUNDRED
   AND EIGHTY-FOUR MILLION EIGHT HUNDRED AND SEVENTY-THREE THOUSAND AND SEVENTEEN (1,484,873,017) 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."

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

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of it. In particular, and merely for illustration purposes, the following powers are delegated to the Board of Directors, with express powers of subdelegation:

1. 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 Extended 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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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Madrid, October 26, 2022

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