Prosegur Cash S A : Report from the Board on the capital increase executed (Reinvestment of the 3th payment of the 2019 interim dividend)

Report prepared by the Board of Directors of PROSEGUR

CASH, S.A. on the increase in the company's share capital with

exclusion of the preemptive subscription right

______________________________________________________

Madrid, June 3, 2020

1. Introduction
   In the context of the current situation derived from the impact of the COVID-19 pandemic and in order to contribute to the potential shoring up of the economic situation of Prosegur Cash, S.A. (the "Company"), the Board of Directors has resolved to offer to the shareholders, who so wish voluntarily, the possibility of reinvesting the total net amount of the third payment of the interim dividend of fiscal year 2019 in newly issued ordinary shares in the Company, each with a face value of 0.02 euros.
   To that end, the Board of Directors, exercising the authority to increase share capital granted by the Shareholders' Meeting on February 6, 2017 under item 9 on its agenda, resolved to increase the Company's share capital through monetary contributions and with exclusion of the preemptive subscription right. The text of the approved delegation resolution is attached as Exhibit I.
   In accordance with the provisions of article 297.1.b) and related articles of the revised Capital Companies Law (texto refundido de la Ley de Sociedades de Capital), approved by Legislative Royal Decree 1/2010, of July 2, 2010 (the "Capital Companies Law" or the "CCL"), and in particular articles 308, 504 and 506 thereof, the capital increase resolution requires, inter alia, that the Board of Directors prepare this report (the "Report") specifying the value of the Company shares and giving a detailed justification of the proposal and the consideration to be paid for the new shares to be issued, indicating the persons to which they are to be allocated and, additionally, that an independent expert other than the Company's statutory auditor, appointed for such purpose by the commercial registry, prepare another report, at his/her own responsibility, on the fair value of the Company shares, on the book value of the preemptive right the exercise of which is proposed to be excluded and on the reasonableness of the data contained in this Report.
   In accordance with article 506.4 CCL, both reports will be made available to shareholders and presented at the first Shareholders' Meeting of the Company held following the capital increase resolution.
2. Proposal and justification of the capital increase with exclusion of the preemptive subscription right
   As set out in the introduction, the purpose of the capital increase addressed in this Report is to allow the implementation of the voluntary program to reinvest the third payment of the Company´s 2019 interim dividend, which entails offering shareholders the possibility of reinvesting, on a voluntary basis, the total net amount of said third payment of the 2019 interim dividend, which will be paid on June 29, 2020, in newly issued ordinary shares in the Company, each with a face value of 0.02 euros, in order to shore up the Company's financial position.

To that end, shareholders may voluntarily choose from the following mutually exclusive options in connection with the third payment of the 2019 interim dividend:

1. either collect it entirely in cash, paid into the account indicated to the custodian of their shares; or
2. reinvest the total net amount (partial reinvestment is not possible) of their remuneration under the third payment of the 2019 interim dividend in newly issued ordinary shares of the Company, with a face value of 0.02 euros each.

Shareholders that do not choose between these options will be paid the third payment of the 2019 interim dividend entirely in cash.

Shareholders that wish to voluntarily enroll in the program for reinvestment of the third payment of the 2019 interim dividend must expressly indicate this intention to the custodian with which their shares are deposited, within the period indicated below, signing and sending the relevant reinvestment and new shares subscription order through the habitual channels established by each custodian (branch, by telephone, post, internet, etc.), which must be received by such entity no later than June 26, 2020 (record date) for the payment of the third payment of the 2019 interim dividend, inclusive.

The reinvestment program enrollment period will run from June 15, 2020 to June 26, 2020, both inclusive.

Orders issued by shareholders during that period will in all cases be subject to such shareholders being the owners of the Company shares on the aforementioned record date for the payment of the third payment of the 2019 interim dividend (i.e., June 26, 2020).

Bearing in mind the reasons underpinning the Board of Directors' resolution to increase capital and as a logical consequence of these reasons, the Board proposes that shareholders' preemptive subscription rights be fully excluded, as this is in the interest of the Company and because the ultimate purpose of the capital increase is to allow the shares to be subscribed only by those shareholders that wish to participate in the program to reinvest the third payment of the 2019 interim dividend in order to subscribe Company shares, but only up to said amount.

Consequently, shareholders that choose to participate in the reinvestment program and in the capital increase will not be entitled to subscribe more shares than would correspond to them using the calculation described below, nor to subscribe any shares that were not subscribed by the remaining shareholders, which will not be offered to third parties for subscription.

- 2 -

Furthermore, the Board considers that the capital increase entails multiple additional benefits for the Company, as follows:

1. firstly, it will allow the Company to strengthen its capital structure by increasing its higher quality own funds; and
2. secondly, it will improve the Company's cash position, avoiding the definitive outflow of cash corresponding to the net amount of the third payment of the 2019 interim dividend, which will instead be reinvested by those shareholders choosing to participate in the capital increase.

All this will improve the Company's financial and capital structure without it having to seek third-party financing in a time of particular market uncertainty and instability.

In short, in the Board of Directors' view, the total exclusion of shareholders' preemptive subscription rights strikes a proper balance between the benefits such exclusion brings to the Company, set out above, and the drawbacks it could potentially have for those shareholders whose stakes in the Company could be diluted, considering that such dilution would be financially offset by the cash received for the third payment of the 2019 interim dividend.

In order for a managing body to resolve to perform a capital increase with exclusion of the preemptive subscription right, article 506.4 CCL requires that the face value of the shares to be issued plus any share premium correspond to the fair value indicated in a report by an independent expert other than the Company's statutory auditor, appointed for such purpose by the commercial registry.

Since the Company is a listed company, it is also subject to article 504.2 CCL, which establishes that "fair value shall be taken to be market value" and that "unless evidenced otherwise, market value shall be presumed to be the value established by reference to the securities market quotation".

In that regard and as detailed in section 3.2 below, the Board of Directors of the Company proposes issuing the new shares at an issue price established through reference to the securities market quotation for the Company's shares, understanding that this corresponds to the market value or the fair value of such shares.

3. Capital increase

3.1 Amount and type of capital increase

The capital increase amounts to a nominal amount of 871,500 euros and will be carried out through the issue of 43,575,000 new ordinary shares, each with a face

- 3 -

value of 0.02 euros and of a single class and series, all carrying the same rights as the shares currently in issue.

1. Issue price for the new shares
   The new shares will be issued at an issue price (per-share face value plus share premium) equal to the simple average of the weighted average changes in the Company's shares on the Spanish electronic trading system (SIBE) during the five trading days preceding the payment date of the third payment of the 2019 interim dividend, that is, June 22, 23, 24, 25 and 26, 2020 (for June 22, 23 and 24 reduced by the gross amount of that dividend payment) (the "Reference Price").
   The Board of Directors considers that since the Reference Price is established through reference to the quoted market price of the Company's shares, it corresponds to the market value or fair value of such shares.
   Accordingly, the new shares will be issued at: (i) their face value of 0.02 euros per share; plus (ii) a per-share share premium equal to the positive difference between the Reference Price and 0.02 euros per share.
   In any event, a minimum share price of 0.5 euros per share is established, whereby if the Reference Price were lower than that amount, the capital increase would be rendered ineffective and with no value whatsoever.
2. Consideration to be paid. Payment of contribution
   The consideration to be paid for the new shares, including both the face value and the share premium, will be fully paid in cash.
   Shareholder orders made in order to allow the interim dividend payment to be reinvested in new shares will be final - provided, as indicated previously, that the shareholders are legitimately entitled to collect the third payment of the 2019 interim dividend, i.e., that they are the owners of the Company shares at the record date for payment of the third payment of the 2019 interim dividend - and will entail the irrevocable instruction to the custodians at which their shares are deposited to withhold, from the third payment of the 2019 interim dividend, the amount to be reinvested pursuant to the foregoing and to apply it to the subscription and payment of the corresponding number of new Company shares, through the pertinent procedure.
   Custodians will pay, into the account opened in the name of the Company, the amounts withheld from its clients for reinvestment pursuant to the preceding paragraphs, whereby the Company may evidence payment of the capital increase and proceed to execute the same.

- 4 -

1. Persons to whom the new shares are to be allocated. Shareholders that may subscribe the capital increase
   The preemptive subscription right is excluded in order to allocate the new shares to the Company shareholders that are entitled to receive the third payment of the 2019 interim dividend −that is, those shareholders that are the owners of the Company shares at the record date for said payment (i.e., June 26, 2020)- and that voluntarily choose to participate in the program to reinvest said third payment of the 2019 interim dividend.
   Accordingly, each legitimately entitled shareholder that voluntarily enrolls in the reinvestment program will have the opportunity to subscribe a number of new shares equal to the result of dividing: (a) the total net amount (partial reinvestment is not possible) of the third payment of the 2019 interim dividend that said shareholder is entitled to receive on the payment date, by (b) the issue price (i.e., the Reference Price), rounding the result of that division down to the closest unit. The remainder of that net amount not applied to the reinvestment as a consequence of said rounding down will be paid to the shareholder in cash.
2. Third payment of the 2019 interim dividend
   The maximum total (gross) amount to be distributed to shareholders as the third payment of the 2019 interim dividend, which will be made on June 29, 2020, is 21,787,500 euros, at the rate of 0.014525 euros gross per share in issue at the payment date.
   Shareholders that are the owners of the Company shares on the record date for the payment in question (i.e., June 26, 2020) will be entitled to receive the third payment of the 2019 interim dividend.
   Due to the structure and purpose of the capital increase, these will be the shareholders that are given the opportunity, should they so request, to subscribe new shares as part of the capital increase.
3. Minimum number of shares needed for the reinvestment. Maximum number of shares to be received under the reinvestment program
   Shareholders may choose to reinvest the net amount that corresponds to their shares in respect of the third payment of the 2019 interim dividend, provided that they own a number of shares that give rise, at least, to a net dividend receivable equal to or greater than the Reference Price.
   Likewise, the number of new shares that a shareholder may subscribe in the capital increase will be equal to the net amount to be received by the shareholder in the third payment of the 2019 interim dividend, divided by the Reference Price. If the result is not a whole number, it will be rounded down to the nearest whole

- 5 -

number. The remaining amount of the third payment of the 2019 interim dividend not applied to the reinvestment as a result of the above-mentioned rounding will be paid to the shareholder in cash.

For the purposes of article 299 CCL, it is placed on record that the Company shares currently in issue have been fully paid in.

1. Representation of the new shares
   The new shares will be represented by book entries, which will be kept by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Unipersonal) (IBERCLEAR) and its member entities in the terms established in the currently applicable legislation.
2. Rights carried by the new shares
   The new shares will be ordinary, of the same class and series as those currently in issue, and will carry the same rights as from the date on which the capital increase is declared implemented.
3. Exclusion of the preemptive subscription right
   As detailed in the preceding sections, bearing in mind that the purpose of the capital increase is to allow the implementation of the program to reinvest the third payment of the 2019 interim dividend in Company shares, under the authority granted by the Shareholders' Meeting on February 6, 2017 and in accordance with articles 308, 504 and 506 of the Capital Companies Law, is has been resolved to exclude preemptive subscription rights in connection with this capital increase.
4. Incomplete subscription
   In accordance with the provisions of article 311 of the Capital Companies Law, the possibility of an incomplete subscription of the capital increase has been expressly provided for.
   Accordingly, if the capital increase is not subscribed in full, the share capital may by increased only by the amount of the subscriptions actually made and paid in.
5. Amendment of the bylaws
   As a result of the capital increase, article 6 of the bylaws will be amended to reflect the new resulting share capital figure.
6. Admission to trading
   It has also been resolved to seek admission to trading of the new shares issued, subscribed and paid in as part of the capital increase, on the Madrid, Barcelona,

- 6 -

Bilbao and Valencia stock exchanges, through the Spanish electronic trading system (Continuous Market). It is expressly placed on record that the Company is subject to the existing securities market rules and any that may be issued and, in particular, with respect to the trading, continued listing, and delisting of shares.

It is also expressly placed on record, for the appropriate legal purposes, that in the event the delisting of the Company's shares is subsequently requested, such delisting will be adopted with the formalities required by the applicable legislation and, in such case, the interest of the shareholders who object to or do not vote for the delisting resolution will be guaranteed, complying with the requirements established in the Capital Companies Law, the Securities Market Law and other related or implementing provisions.

3.13 Implementation of the capital increase

On June 29 and upon the end of the period in which shareholders may choose to participate in the program to reinvest the third payment of the 2019 interim dividend, the following will apply:

1. The Company will pay, in cash, the total net amount of the third payment of the 2019 interim dividend through IBERCLEAR and its member entities, into the accounts at the custodians with which the shareholders have deposited their shares, to the shareholders that own Company shares at the record date for payment of the third payment of the 2019 interim dividend (i.e., June 26, 2020), subject to the applicable securities clearing and settlement rules, systems and procedures.
2. Custodians having received orders from shareholders legitimately entitled to participate in the dividend reinvestment program will withhold, from the third payment of the 2019 interim dividend, the amount earmarked for reinvestment and apply it to the subscription and payment of the relevant number of new shares in the Company, following the procedures established for the purpose.
3. The custodians will pay, into the account opened by the Company and by way of payment for the shares subscribed in the framework of the reinvestment program, the amounts withheld from clients' third payment of the 2019 interim dividend.
4. The Board of Directors (with express power of delegation) will implement the capital increase in the amount of the subscriptions received and will seek admission to trading for the new shares resulting from the capital increase, on the Madrid, Barcelona, Bilbao and Valencia stock exchanges, through the Spanish electronic trading system (Continuous Market).

- 7 -

3.14 Delegation of powers

The Board of Directors has resolved to delegate broad powers to the Executive Chairman, the Managing Director, other directors and the nondirector secretary, so that each of them may, individually, with their signature alone, in the name and on behalf of the Company and with power of substitution, carry out the capital increase resolved and determine and specify the conditions of such capital increase for all aspects not foreseen in the resolution.

4. Additional information for the purposes of article 308 CCL

In accordance with the provisions of article 308 CCL, the following aspects are expressly placed on record:

1. Valuation of the Company shares
   As indicated in section 3 above, the Company's existing shares will be valued at the Reference Price, that is, the simple average of the weighted average changes in the Company's shares on the Spanish electronic trading system (SIBE) during the five trading days preceding the payment date of the third payment of the 2019 interim dividend, that is, June 22, 23, 24, 25 and 26, 2020 (for June 22, 23 and 24 reduced by the gross amount of that dividend payment).
2. Consideration to be paid for the new shares of the Company
   The consideration to be paid by shareholders for the new shares to be issued upon implementation of the capital increase shall fully comprise monetary contributions up to a maximum of TWENTY-ONE MILLION EIGHT HUNDRED AND SEVENTY-EIGHT THOUSAND FIVE HUNDRED EUROS (€21,878,500.00).
   As indicated above, the Board of Directors considers that since the Reference Price is established through reference to the quoted market price of the Company's shares, it corresponds to the market value or fair value of such shares.
   Furthermore, the Board of Directors places on record that the Reference Price, if calculated at today's date, would be higher than the Company's per-share net asset value based on the Company's consolidated financial statements for the year ended December 31, 2019, on which the Company's statutory auditor issued the pertinent audit report.
   The content of this report will be reviewed by an independent expert (other than the Company's statutory auditor) appointed for such purposes by the Madrid Commercial Registry pursuant to the provisions of the CCL (see section 5 below).

- 8 -

1. Persons to whom the new shares to be issued are to be allocated
   The persons to whom the new shares are to be allocated are the legitimately entitled shareholders referred to in section 3.4 above.
2. Amendment of the bylaws
   The capital increase shall entail amendment of article 6 of the bylaws as regards share capital, in the terms resulting from implementation of the increase, based on the shareholders that ultimately participate in the dividend reinvestment program and on the shares subscribed and paid in thereunder.
   In that regard, the wording of said article 6 on share capital must be drafted after the capital increase has been implemented.
   Since an incomplete subscription is provided for, the share capital figure and the final number of Company shares will be adjusted in view of the amount of the capital increase ultimately subscribed and paid in and of the number of new shares ultimately subscribed, with the directors empowered to that end in the capital increase resolution, being authorized to provide the definitive wording of article 6 of the bylaws.

5. Independent expert report

In accordance with the provisions of articles 308 and 506 CCL, the Company has requested that the Madrid Commercial Registry appoint an independent expert so that such expert may prepare a report, under its responsibility, on the fair value of the shares of the Company, the book value of the preemptive right the exercise of which is to be excluded or limited and on the reasonableness of the data contained in this Report.

The expert appointed for the purpose is ETL GLOBAL AUDITORES DE CUENTAS, S.L.

• * *

And for the appropriate legal purposes, the Board of Directors of the Company issues this Report in Madrid on June 3, 2020.

- 9 -

Exhibit I

"9. AUTHORIZATION OF THE BOARD OF DIRECTORS, WITH POWERS OF DELEGATION, DURING A MAXIMUM OF FIVE YEARS, TO INCREASE SHARE CAPITAL IN ACCORDANCE WITH ARTICLE 297.1.B) OF THE CAPITAL COMPANIES LAW, UP TO ONE-HALF OF THE SHARE CAPITAL AT THE DATE OF THIS AUTHORIZATION, AND EXPRESSLY EMPOWERING THE BOARD TO EXCLUDE THE PREEMPTIVE SUBSCRIPTION RIGHT, ALTHOUGH THIS LATTER POWER IS LIMITED TO 20% OF THE SHARE CAPITAL AT THE AUTHORIZATION DATE

1.- It is resolved to empower the Board of Directors, as broadly as may be necessary in law, so that, in accordance with article 297.1.b) of the Capital Companies Law, it may increase share capital on one or more occasions and at any time, within the period of five years from the date of this Shareholders' Meeting, up to the maximum nominal amount of 15,000,000.00 euros, equal to one-half of the Company's share capital at the date this resolution is passed.

2.- Capital increases performed pursuant to this authorization will be carried out by issuing new shares-with or without a share premium-the consideration for which will be monetary contributions. With respect to each increase, it will fall to the Board of Directors to decide whether the new shares to be issued are ordinary, preferred, redeemable, non-voting or of any other type permitted by law. In addition, the Board of Directors may set, in all matters not provided for, the terms and conditions of the capital increases and the characteristics of the shares, as well as freely offer the new shares not subscribed within the period or periods for exercising the preemptive subscription right. The Board of Directors may also establish that, in the event of an incomplete subscription, the capital will be increased only by the amount of subscriptions made and the wording of the articles of the Bylaws on the capital and number of shares will be amended. The shares issued out of this authorization may be used to cover the conversion of convertible shares issued or to be issued by the Company or companies in its group.

3.- In connection with capital increases carried out under this authorization, it is resolved to empower the Board of Directors to exclude, fully or partially, preemptive subscription rights in the terms established in article 506 of the Capital Companies Law, although this power is limited so that the capital increases carried out with exclusion of the preemptive subscription right under this authorization and those resolved in order to cover the conversion of convertible shares (notwithstanding anti-dilution clauses) that are issued with exclusion of the preemptive subscription right under resolution 10 of this Shareholders' Meeting, shall not exceed the maximum combined nominal amount of 6,000,000.00 euros, corresponding to 20% of the Company's share capital at the date this resolution is approved.

- 10 -

4.- The Company will request, where appropriate, the admission to trading on official or non-official secondary markets, organized or otherwise, domestic or foreign, of the shares issued pursuant to this delegation, authorizing the Board of Directors to perform the necessary steps and acts for the admission to listing vis- à-vis the competent bodies of the various domestic or foreign securities markets.

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

- 11 -