Prosegur Compañía de Seguridad S A : Directors’ Remuneration Policy 2023-2025

Directors' Remuneration Policy

Prosegur Compañía de Seguridad, S.A.

2023, 2024 and 2025

Directors' Remuneration Policy - Prosegur Compañía de Seguridad

I.- INTRODUCTION

Pursuant to article 529 novodecies of the Capital Companies Law (Ley de Sociedades de Capital), the General Shareholders' Meeting must approve the directors' remuneration policy at least every three years, as a separate item on the agenda.

The bases and principles of the directors' remuneration policy of Prosegur Compañía de Seguridad, S.A. (the "Company") are laid down in article 22.3 through article 22.5 of the Company's bylaws which, for such purpose, provide as follows:

1.- The office of director is remunerated. Remuneration for Directors, in their capacity as such, shall consist of an annual fixed allocation and fees for attendance at each session of the Board of Directors and of the Committees they serve on. The remuneration that may be paid by the Company to all of its Directors, in their capacity as such, may not exceed the maximum amount stipulated for such purpose by the General Shareholders' Meeting, which shall remain in force until the General Shareholders' Meeting resolves otherwise. The Board of Directors shall be responsible for determining the exact amount to be paid within this limit and its distribution among the different Directors, at the proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee.

2.- Additionally, and irrespective of the provisions set forth in the preceding paragraph, remuneration systems referenced to the market price of the shares or involving the delivery of shares or stock options may be established for the Directors. The application of such remuneration systems must be approved by the General Shareholders' Meeting on the terms established by law.

3.- Regardless of the remuneration provided for in the preceding paragraphs derived from membership of the Board of Directors, Directors with other executive or advisory duties in the Company, whatever the nature of their relationship with it, shall be entitled to the remuneration that has been agreed for performing such duties, including, where appropriate, participation in any incentive systems generally established for the senior management of the Company, which may include shares or stock options, or payments indexed to the value of the shares, in any case subject to the applicable legal requirements, and participation in the relevant pension plans and insurance arrangements. Upon termination, Directors may be entitled, under the terms and conditions approved by the Board of Directors, to appropriate financial compensation.

By virtue thereof, the Company's General Shareholders' Meeting approved this Directors' Remuneration Policy of the Company (the "Remuneration Policy"), which, with effect from January 1, 2023, will remain in force during 2023, 2024 and 2025. Any amendment or replacement of this Remuneration Policy during that time will require the prior approval of the General Shareholders' Meeting, in accordance with the procedure established for obtaining such approval.

This Remuneration Policy reflects the content of article 529 novodecies in its current form, following its amendment by virtue of Law 5/2021 of April 12, 2021 amending the revised Capital Companies Law, approved by Legislative Royal Decree 1/2010 of July 2, 2010, and other financial rules, with regard to the promotion of long-term shareholder involvement in listed companies.

The Remuneration Policy whose approval is submitted to the General Shareholders' Meeting follows the same principles as the policy currently in force, approved in 2020, which will remain in force until December 31, 2022. It does not contemplate any significant changes, beyond the reflection of the Global Optimum Plan approved by the General Shareholders' Meeting 2021, following its amendment by the Extraordinary General Shareholders' Meeting 2022.

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Directors' Remuneration Policy - Prosegur Compañía de Seguridad

II.- GENERAL PRINCIPLES

The Remuneration Policy contributes to the business strategy and long-term interests and sustainability of the Company, seeking to ensure that the remuneration of its directors is commensurate with their dedication and the responsibility they have assumed and in line with the remuneration paid in the market among comparable companies in Spain and abroad, having regard to the long-term interests of all of the shareholders.

Thus, in drafting this Remuneration Policy, particular attention has been paid to changes in legislation, to best practices, recommendations and trends - at both national and international level - in relation to the remuneration of directors of listed companies, and to the conditions prevailing on the market, at the point in time at which it is proposed by the Board of Directors.

Accordingly, article 28 of the Board Regulations provides that the Board will procure that the directors' remuneration is moderated in line with the demands of the market and, as the case may be, if it deems appropriate, that one part is linked to the Company's income. In connection with nonexecutive directors, article 29 of the Board Regulations provides that the Board of Directors and the Sustainability, Corporate Governance, Appointments and Remuneration Committee will take all measures available to them to ensure that the remuneration of nonexecutive directors complies with the following guidelines:

1. Nonexecutive directors must be remunerated in line with their actual dedication.
2. Nonexecutive directors must be excluded from welfare schemes financed by the Company for cases of resignation, death or any other.
3. The amount of the remuneration must be calculated in such a way as to offer incentives for their dedication, but not to create a barrier to their independent opinion.

In turn, in connection with executive directors, the fundamental criteria is that of offering remuneration schemes which make it possible to attract, retain and motivate outstanding professionals, with a view to enabling the Company to achieve its strategic objectives within the increasingly competitive and internationalized context in which it pursues its activities.

Consequently, this Remuneration Policy is based on the following principles and criteria:

1. Creation of value at the Company in the long term, aligning its remuneration systems with the strategic plan.
2. Attraction, motivation and retention of the best professionals.
3. Responsible achievement of objectives, in accordance with the Company's risk management policy.
4. Transparency in the remuneration policy.

This Remuneration Policy distinguishes between the remuneration scheme for holding office as director, as such, and the remuneration scheme for the discharge of executive functions by executive directors.

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Directors' Remuneration Policy - Prosegur Compañía de Seguridad

III.- CONSIDERATION GIVEN TO EMPLOYMENT CONDITIONS IN THE PROSEGUR GROUP

When determining the remuneration of the Executive Directors, and specifically, that of the Chief Executive Officer, consideration has been given to the conditions of employment and remuneration levels of the Prosegur Group's workforce. In particular, the principles of the remuneration system for Executive Directors are in line with the general remuneration programs for executives of the Prosegur Group, the aim being, in all cases, to foster commitment on the part of all Group professionals to the creation of value sustainable in the long term, to ethical principles, and to excellence in performance, and to promote the strategic and digitalization objectives of the Prosegur Group.

IV.- REMUNERATION SCHEME FOR HOLDING OFFICE AS DIRECTOR, AS SUCH

1.- Company Policy

Pursuant to article 22.3 of the bylaws, the office of director is remunerated.

The remuneration that may be paid by the Company to all of its directors collectively, in their capacities as such, may not exceed the maximum amount stipulated for such purpose by the General Shareholders' Meeting, which shall remain in force until the General Shareholders' Meeting resolves to amend it. In this respect, the Company's General Shareholders' Meeting held on May 29, 2017 resolved to set at €2,000,000, effective for 2017 and subsequent years, the maximum amount of total annual remuneration payable by the Company to all its directors, as such, excluding the remuneration of executive directors for executive functions.

The determination of the specific amount to be paid within this limit and the distribution thereof among the different Board Members shall correspond to the Board of Directors, at the proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee.

With the exceptions provided for under paragraph two of this section and bearing in mind the maximum limit indicated in the preceding paragraph, the remuneration of directors, as such, is structured, within the statutory and by-law framework, around the following items:

1. Annual fixed allowance
   Each year directors receive a fixed amount in line with market standards, having regard to the offices they hold on the Board of Directors and on the Committees on which they sit, at all times bearing in mind the limit on the remuneration of directors, as such. It is paid on a quarterly basis.
2. Attendance fees

Directors receive fees for attending meetings of the Board of Directors and of the Committees on which they sit.

2.- Application envisaged for the 2023 financial year

For 2023, it is envisaged that the composition of the remuneration corresponding to the Board of Directors and its committees for the directors' membership of such bodies and their attendance at the meetings thereof, will be in line with that shown below, which corresponds to 2022:

ChairmanMember

Board of Directors

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Directors' Remuneration Policy - Prosegur Compañía de Seguridad

Annual fixed allowance		€83,500	€83,500
Attendance fees		€2,200	€2,200
Audit Committee
Annual fixed allowance		€36,000	€26,000
Attendance fees		€2,200	€2,200
Sustainability,	Corporate	Governance,
Appointments and Remuneration Committee
Annual fixed allowance		€20,000	€15,000
Attendance fees		€2,200	€2,200

Also, for holding office as Chairman of the Company's Board of Directors, the Board has approved specific remuneration, additional to that referred to above, consisting of an annual fixed allowance of €470,595.

Similarly, for holding office as Deputy Chairman of the Company's Board of Directors, the Board has approved specific remuneration, additional to that referred to above, applicable in the event of this office being held by a non-executive director, and consisting of an annual fixed allowance of €157,500.

Subject at all times to the limit imposed by the General Shareholders' Meeting on the total remuneration of all directors, as such (currently, as indicated above, €2,000,000), the Board of Directors, following a report by the Sustainability, Corporate Governance, Appointments and Remuneration Committee and pursuant to the bylaws, may adjust the foregoing amounts for 2023 and future years.

V.- REMUNERATION SCHEME FOR THE DISCHARGE OF EXECUTIVE FUNCTIONS

1.- Company Policy

The remuneration receivable by executive directors for the discharge of executive functions at the Company (different, therefore, from the functions linked to their office as Board member, which will be remunerated pursuant to the preceding section of this Remuneration Policy), is structured as follows:

1. Fixed remuneration
   Determined having regard to the substance of the executive functions attributed to them, and to the fact that this part of the remuneration must be in line with the remuneration paid on the market by comparable companies in terms of capitalization, volume and international presence.
2. Remuneration of the post-contractualnon-competition clause, should such a clause be included in the executive director's contract.
   If the executive director's contract includes a post-contractualnon-competition clause, the executive director's remuneration may include a suitable fixed cash amount, payable periodically, as remuneration for the director's submission to the clause.

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