2020 ANNUAL SHAREHOLDERS' MEETING

ATTENDANCE, PROXY AND REMOTE VOTING CARD

Shareholder number:

Number of shares:

Bar code

The 2020 Annual Shareholders' Meeting of Prosegur Compañía de Seguridad, S.A. (the "Company") will be held in Madrid at the Company's offices at calle Pajaritos 22, on October 29, 2020 at 1:00 p.m. on first call and on the following day, October 30, 2020, at the same time and place on the second call, to address the agenda included herein. It is expected that the Shareholders' Meeting will take place on the first call.

If attending, this card must be presented at the entrance to the venue on the day of the Shareholders' Meeting.

If you are unable to attend in person and wish to delegate your vote to a proxy or vote remotely, you must complete and sign one of the following sections: proxy or

remote vote. Once the corresponding section of the card has been completed, it must be sent by ordinary post to the following address: Shareholder Support Service, calle

Pajaritos 24, 28007-Madrid, indicating the following on the envelope: "Proxy and Remote Voting, 2020 Shareholders' Meeting". If you are not attending, the completed card may be given to your proxy to be presented at the entrance of the venue on the day of the meeting. If your proxy will be attending the meeting by remote means, when registering on the platform provided for such purpose they must evidence the proxy by attaching a scanned pdf copy of the card with the corresponding section duly completed and signed, unless the card has been sent to the Company on the terms indicated below.

You may also delegate your proxy or issue your vote prior to the Shareholders' Meeting by electronic means, by sending to the Company an email signed with the electronic national ID card (DNIe) or with the recognized electronic signature of the shareholder and a scanned copy of their attendance, proxy and remote voting card with the corresponding section duly filled in, to: accionistas@prosegur.com, indicating "Proxy and Remote Voting - 2020 Shareholders' Meeting" ("Representación y voto a distancia - Junta General 2020") in the e-mail subject.

PROXY

The shareholder confers his/her representation on the Chairman of the Board of Directors (or whoever may substitute him as chairman of the Shareholders' Meeting), unless another representative is indicated here: ……………………………………………………………………………….

The proxy has received precise voting instructions in favor of all proposed resolutions prepared by the Board of Directors unless otherwise noted below (check the appropriate boxes):

Agenda item

1

2

3

4

5

6

7

8

9

10

11

12

13

In favor

Against

Abstention

Delegation is extended to the items not included in the attached agenda that may legally arise, for which the representative will abstain from voting, unless otherwise indicated here:

With regard to articles 523 and 526 of the Spanish Companies Law (Ley de Sociedades de Capital), it is noted that the Chairman of the Board and other directors may have a conflict of interest with regard to items 7 and 8 on the agenda (Consultative vote on the annual report on directors' remuneration and approval of the Directors' Remuneration Policy) as well as with regard to proposals for their removal or the exercise of corporate action for liability against them that may arise as permitted by law, and that the directors whose re-election is proposed under items 5 and 6 on the agenda have a conflict of interest with regard to their own re-election.

Shareholder's signature

Proxy's signature

…………… ……, 2020

…………… ……, 2020

REMOTE VOTE

The shareholder votes in favor of all proposed resolutions prepared by the Board of Directors unless otherwise noted below (check the appropriate boxes):

Agenda item

1

2

3

4

5

6

7

8

9

10

11

12

13

In favor

Against

Abstention

With regard to items not included on the attached agenda that may legally arise, it will be understood that representation is conferred on the Chairman of the Board of Directors (or whoever may substitute him as chairman of the Shareholders' Meeting), unless another representative is indicated here:

………………………………………………………………………………………………... The representative will abstain during voting on such items, unless otherwise

indicated here: ………………………………………………………………..

For the purposes of sections 523 and 526 of the Companies Law (Ley de Sociedades de Capital), it is noted that the Chairman of the Board of Directors and other directors may have a conflict of interest with regard to proposals for their removal or the exercise of corporate action for liability against them that may arise as permitted in law.

Shareholder's signature

…………… …, 2020

Agenda of the 2020 Annual Shareholders' Meeting

  1. Approval of the Company's individual financial statements and management report and the consolidated financial statements and management report of the Company and its subsidiaries for 2019.
  2. Approval of the distribution of 2019 income.
  3. Approval of the statement of non-financial information of the Company and its subsidiaries for the year ended December 31, 2019.
  4. Approval of the management of the Board of Directors during 2019.
  5. Re-electionof Eugenio Ruiz-Gálvez Priego as other nonexecutive director.
  6. Re-electionof Ángel Durández Adeva as independent director.
  7. Consultative vote on the annual report on directors' remuneration for 2019.
  8. Approval of the Directors' Remuneration Policy.
  9. Capital reduction by way of the redemption of 24,885,623 shares of treasury stock. Delegation of powers to execute it.
  10. Authorization for the acquisition of own shares, directly or through companies belonging to the Group. Delegation of powers for the implementation thereof.
  11. Authorization to the Board of Directors -with powers of substitution and for a maximum period of five years- to increase the share capital in accordance with article 297.1.b) of the Spanish Corporations Act by up to half of the total share capital on the date of the authorization. The Board shall have powers to exclude the right to preferential acquisition, power which is limited to 20% of the total share capital on the date of the authorization.
  12. Authorization to the Board of Directors with substitution powers, during the maximum term of five years, for issuing securities convertible into new shares in the Company and/or exchangeable for existing shares in the Company, and warrants (options to subscribe new shares in the Company and/or to acquire existing shares in the Company). Establishment of the criteria to determine the bases and modalities of the conversion and/or exchange and delegation to the Board of Directors of the powers to increase share capital by the necessary amount, as well as to exclude the right of preferential acquisition, although the latter powers it is limited to 20% of the total share capital on the date of the authorization.
  13. Delegation of powers to formalize, interpret, correct and execute the resolutions adopted by the Shareholders' Meeting.

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Prosegur Compañía de Seguridad SA published this content on 24 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 September 2020 07:19:04 UTC