Prosegur Compañía de Seguridad S A : Report from the Board of Directors in relation to the share capital reduction

REPORT FROM THE BOARD OF DIRECTORS OF PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. ON THE PROPOSAL TO REDUCE SHARE CAPITAL THROUGH THE REDEMPTION OF TREASURY SHARES AS REFERRED TO IN ITEM TWO ON THE AGENDA OF THE 2022 EXTRAORDINARY SHAREHOLDERS' MEETING

1. Introduction and justification for the proposal
   In accordance with articles 286 and 318 of the Capital Companies Law, the Board of Directors of Prosegur Compañía de Seguridad, S.A. ("Prosegur" or the "Company") issues this report on the proposal for the reduction of share capital through the redemption of treasury shares acquired pursuant to the program for the buy-back of shares for their redemption authorized, as appropriate, by the
   Board of Directors (el "Buy-backProgram").
   The shares subject to the proposed capital reduction were acquired by the Company pursuant to a Buy-back Program for a maximum amount of 214,641.36 euros.
2. Principal terms and conditions of the capital reduction
   The proposal is to reduce the share capital by 214,641.36 euros through the redemption of 3,577,356 ordinary shares, each with a par value of 0.06 euros, each of which was acquired under the Buy-back Program.
   The proposed capital reduction does not entail a return of contributions, because the Company itself is the owner of the shares being redeemed, and it 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 for the reduction of share capital 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 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), also delegating the powers necessary to specify other points which are not expressly stipulated in said resolution or are a consequence thereof, including the power to amend the wording of the article of the Bylaws that sets the share capital in order to reflect the capital figure and the number of shares resulting from the execution of the capital reduction.
3. Proposed resolution
   The wording of resolution two proposed to the Extraordinary Shareholders' Meeting regarding the capital reduction is transcribed below:

ITEM 2 ON THE AGENDA: CAPITAL REDUCTION THROUGH THE REDEMPTION OF 3,577,356 TREASURY SHARES ACQUIRED UNDER A TREASURY SHARE BUY- BACK PROGRAM. DELEGATION OF POWERS FOR ITS IMPLEMENTATION.

PROPOSED RESOLUTION

RESOLUTION TWO

"To reduce the Company's share capital through the redemption of shares acquired under a buy-back program of the Company, approved by the Company's Board of Directors on September 30, 2020 (and announced through a notice of other relevant information on November 5, 2020) and terminated on May 5, 2022 (having announced the termination of the program on the following day, May 6, 2022) for a total nominal value of 214,641.36 euros for their redemption (the "Buy-BackProgram"), on 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 acquired under the Buy-Back Program multiplied by 0.06 euros per share, through the redemption of such shares, up to a maximum of 214,641.36 euros, corresponding to the par value of the number of treasury shares acquired under the Buy-Back Program relating to (3,577,356 ordinary shares each with a par value of 0.06 euros).
2. Procedure for the reduction and reserves with a charge to which it is carried out: 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 redeemed, 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 redeemed 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 as referred to in article 334 of the Capital Companies Law in relation to the capital reduction.

3. Delegation of powers:To delegate the necessary powers to the Board of Directors, with express powers of delegation, so that it may execute this resolution, being able to specify other points which are not expressly stipulated herein or are a consequence hereof, including the power to amend the wording of the article of the Bylaws that sets the share capital in order to reflect the capital figure and the number of shares resulting from the execution of the capital reduction."

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Madrid, October 27, 2022

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