Prosegur Compañía de Seguridad S A : Report from the Board of Directors in relation to the appointment and re-election of directors

REPORT FROM THE BOARD OF DIRECTORS OF PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. ON THE PROPOSALS OF RE-ELECTION AND APPOINTMENT OF DIRECTORS INCLUDED IN THE FITH AND SIXTH ITEMSON THE AGENDA OF THE 2021 SHAREHOLDERS' MEETING

The Board of Directors of Prosegur Compañía de Seguridad, S.A. (the "Company" or "Prosegur"), with the support of the Sustainability, Corporate Governance, Appointments and Remuneration Committee, issues this report in order to justify the proposals of re-election and appointment of directors of the Company that are submitted for the approval of the Shareholders' Meeting in the fifth and sixth items on the agenda.

Pursuant to article 529 decies of the Spanish Companies Act, all proposals for the appointment or re-election of directors must be accompanied in all cases by a justifying report from the Board of Directors, assessing the competence, experience and merits of the proposed candidate, and which is to be attached to the minutes of the Shareholders' Meeting or of the Board meeting. According to subarticle 4 of that article, the proposed appointment and re-election of independent directors falls to the Sustainability, Corporate Governance, Appointments and Remuneration Committee, i.e., in the Company's case, the Sustainability, Corporate Governance, Appointments and Remuneration Committee. Furthermore, pursuant to subarticle 6 of the same article, where the director to be appointed or re-elected is not an independent director, the proposal must also be preceded by a report by the Sustainability, Corporate Governance, Appointment and Remuneration Committee.

In this regard, articles 17, 20.3 and 22 of the Regulations of the Board of Directors of Prosegur establish that the powers of the Sustainability, Corporate Governance, Appointments and Remuneration Committee include proposing or reporting proposals of appointment, re-election or separation of independent and non-independent directors, respectively, evaluating, as appropriate, the quality of the work and the dedication to the post during the preceding term of office of the proposed directors.

The proposed re-election and appointment of directors of Prosegur that is presented to the Shareholders' Meeting, both of independent and non-independent directors, has come from the Sustainability, Corporate Governance, Appointments and Remuneration Committee, which has prepared this report for its delivery to the Board of Directors and its presentation jointly to the shareholders for their evaluation (therefore, this report, which has also been approved by the Sustainability, Corporate Governance, Appointments and Remuneration Committee, includes the proposals and reports by that committee for the purposes of subarticles 4 and 6 of the aforementioned article 529 decies of the Spanish Companies Act).

Pursuant to article 22.1 of the Company's bylaws, the office of Company director has a term of three years.

By virtue thereof, the Board proposes to the Shareholders' Meeting: (i) the re-election of Mr. Fernando Vives Ruiz as independent director, at the proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee; and (ii) the appointment of Mr. Rodrigo Ignacio Zulueta Galilea, as other external director, based on a favorable report issued by the Sustainability, Corporate Governance, Appointments and Remuneration Committee.

Each proposal for the re-election and appointment of directors shall be subject to a separate and independent vote, in accordance with the provisions of article 197 bis of the Capital Companies Law.

The first part of this report sets forth the analysis of the composition and performance of the Board of Directors which supports, jointly, the proposed re-election and appointment of directors of the Company that is submitted to the Shareholders' Meeting, and the second part includes the individual report on each candidate with the information necessary for the shareholders to be able to cast their vote on the proposal made.

1. COLLECTIVE REPORT

The Board of Directors provides business leadership to the Group in a context of prudent and efficient control which permits the assessment and management of risk. The Board sets the Group's strategic objectives, insures that it has the financial and human resources necessary to perform its objectives and reviews the performance of the management team. It also establishes the values and standards of the Group and ensures that the Group's obligations to its shareholders and to other interested parties are understood and performed. The duties of the Board are stipulated in the Board Regulations, available on the Company's website.

The Sustainability, Corporate Governance, Appointments and Remuneration Committee has analyzed the current composition of the Board of Directors, formed by eight directors, one of whom has the status of executive director (the Managing Director, Mr. Christian Gut Revoredo) and seven the status of non-executive directors, three of whom are independent (Mr. Fernando Vives Ruiz, Mr. Fernando D'Ornellas Silva and Mr. Ángel Durández Adeva), two are nominee directors (Ms. Helena Irene Revoredo Delvecchio, Chairperson of the Board of Directors, and Ms. Chantal Gut Revoredo) and another two are external directors (Mr. Isidro Fernández Barreiro, Deputy Chairman of the Board, and Mr. Eugenio Ruiz-Gálvez Priego).

Of the eight members of the Board of Directors, two are women, meaning that 25% of the Board is female, although one of them is the Chairperson of the Board and also the individual who indirectly controls the Company.

The Board of Directors has two specific committees to assist it in effectively fulfilling its responsibilities: the Audit Committee, formed by three non-executive directors (two independent and one external) and the Sustainability, Corporate Governance, Appointments and Remuneration Committee, formed by five non-executive directors (three independent, one nominee and one external), all of which are chaired by independent directors.

Based on the foregoing, the Sustainability, Corporate Governance, Appointments and Remuneration Committee has considered that, in view of the growing complexity of the Group due to the consolidation of the new lines of business (such as cybersecurity and AVOS), and due to the important international diversification

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process carried out by the Company in recent years, it is recommendable to include on the Board of Directors a director with an in-depth knowledge of the Prosegur group, thanks to an extensive career as an executive, and with broad experience in the functioning, challenges and opportunities offered by the Latin American market, thereby increasing the size of the Board, which would hereinafter be made up of nine directors.

When preparing this proposal of appointment of director, the Sustainability, Corporate Governance, Appointments and Remuneration Committee and the Board of Directors itself have taken into account all the foregoing aspects and, in particular, the professional career of the director within the Prosegur Group.

In this respect, the experience, background and professional profile of the directors and of the candidates whose re-election and appointment is submitted for approval at the Shareholders' Meeting evidence their merits and ability to hold their posts on the Company's Board of Directors and attest to their expertise and knowledge in a number of different sectors and matters that are relevant for the Company.

On this basis, if the Shareholders' Meeting approves the proposal of re-election of Mr. Fernando Vives Ruiz and of appointment of Mr. Rodrigo Ignacio Zulueta Galilea, classified as other external director, the Board of Directors of Prosegur will be formed by three independent directors, two non-executive nominee directors, one executive director and three other external directors.

Considering the shareholding structure of the Company, the resulting composition of the Board of Directors as a consequence of the proposals analyzed in this report is deemed suitable overall, and from this viewpoint, it is appropriate to propose to the Shareholders' Meeting, for its approval, the re-election of Mr. Fernando Vives Ruiz and the appointment of Mr. Rodrigo Ignacio Zulueta Galilea.

2. INDIVIDUAL REPORT

2.1 RE-ELECTION OF MR. FERNANDO VIVES RUIZ AS DIRECTOR, WITH THE STATUS OF INDEPENDENT DIRECTOR

• Professional profile and background
  Mr. Fernando Vives Ruiz (doctor in Law, Cum Laude, from Universidad Pontificia de Comillas - ICADE (2009) and degree in Economics and Business Studies (1986) and in Law (1985) from Universidad Pontificia de Comillas - ICADE) has more than thirty years' experience in the field of business law at the law firm J&A Garrigues, S.L.P. ("Garrigues"), where he has been a partner since 1998, having participated as a legal advisor on some of the most important business transactions in Spain in recent years.
  From 2001 to 2009, he headed the Corporate/Commercial Law area of Garrigues, and since that time, he is the Managing Partner of Garrigues, holding the post of Executive Chairman since 2014.
  He has advised on some of the most important capital markets and M&A transactions.
  He is also one of Spain's most prestigious experts on good corporate governance. He was a member of the Committee of Experts on Corporate Governance created by resolution of the Council of Ministers of May 10, 2013, in

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the context of the National Reform Plan 2013, to advise the Spanish Government on the extension of the current good corporate governance framework in Spain, which gave rise to the reform of the Spanish Companies Act (December 2014), and the publication by the National Securities Market Commission of the Code of Good Corporate Governance for Listed Companies (February 2015).

He is the author of more than 50 articles in specialized corporate law journals.

He has been a director and secretary of the Board of the Association for the Advancement of Management (Asociación para el Progreso de la Dirección, APD) since May 2013.

He has been a member of the Advisory Committee of the National Securities Market Commission, as a professional of high standing, since 2012, and a professor of corporate/commercial law at ICADE.

• Date of first and last appointment as director of the Company
  Mr. Fernando Vives Ruiz was appointed for the first time as a director of the Company by resolution of the Shareholders' Meeting held on May 29, 2012, and he was appointed for the last time by resolution of the Shareholders' Meeting held on May 29, 2018, with the category of independent director.
• Company shares and derivative financial instruments based on Company shares, owned by the director
  Mr. Fernando Vives Ruiz does not own any shares in the Company or any derivative financial instruments based on Company shares.
• Director category
  The re-election of Mr. Fernando Vives Ruiz has been proposed based on his personal and professional characteristics, with the Sustainability, Corporate Governance, Appointments and Remuneration Committee and the Board of Directors itself having verified that he can hold the position without being influenced by relations with the Company or its group, its significant shareholders or its executives, and therefore he should be classified as an independent director.
  In particular, both the Sustainability, Corporate Governance, Appointments and Remuneration Committee and the Board of Directors itself have taken into consideration that the Garrigues law firm, where Mr. Fernando Vives holds the office of Managing Partner and Executive Chairman, has been providing to the Prosegur Group recurring legal and tax advisory services within the ordinary course of business and on market conditions, since long before his appointment as director of the Company. The Prosegur Group does not work exclusively with Garrigues but also receives legal and tax advice from other firms.
  The fees received by Garrigues from the Prosegur Group are not significant for the law firm in terms of materiality, given that they represent less than 1% of total billings, nor do they represent a significant amount in the accounts of the Prosegur Group. Moreover, those services are provided through partners of the law firm other than Mr. Fernando Vives Ruiz, whose remuneration as a partner of Garrigues is wholly independent and not linked in any way to the firm's billings to the Prosegur Group.

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Due to all of the above, the Board of Directors considers that the business relationship between Garrigues and the Prosegur Group, due to its recurring, non-exclusive nature, performed within the ordinary course of business and with scant importance on the terms stated, does not in any way affect the independence of Mr. Fernando Vives Ruiz to perform the post of director of the Company with the category of independent.

Furthermore, the Prosegur Group provides security services at Garrigues' headquarters at calle Hermosilla in Madrid, the amount of those services not being significant for the Prosegur Group. Thus, they do not in any way compromise Mr. Fernando Vives Ruiz's independence as director of the Company.

• Proposed re-election
  In view of all of the foregoing, considering the favorable proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee, the Board of Directors of the Company concludes that Mr. Fernando Vives Ruiz meets the requirements of good standing, suitability, caliber, competence, qualification, background, availability and commitment to duties required to fulfill the post of director, and does not fall under any of the cases for disqualification, prohibition or conflict of interest. He has the experience and merits needed to serve as director of the Company, in the category of independent director, and it is in the Company's best interest to re-elect him for the post for a new term of three years.
  Accordingly, at the proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee, the Company's Board of Directors makes the following proposal to the Shareholders' Meeting for the re-election of Mr. Fernando Vives Ruiz as independent director of the Company:

RESOLUTION FIVE

"To re-elect Mr. Fernando Vives Ruiz as director of Prosegur Compañía de Seguridad, S.A., with the status of independent non-executive, at the proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee, for a term of three years, as stipulated in the bylaws."

2.2 APPOINTMENT OF MR. RODRIGO IGNACIO ZULUETA GALILEA AS DIRECTOR, WITH THE CATEGORY OF OTHER EXTERNAL DIRECTOR

• Professional profile and background
  Mr. Rodrigo Ignacio Zulueta Galilea has a bachelor's degree in Business Administration from University of the Pacific, California and he has an MBA from University of Santa Clara, California, and he is also a founding member of Asociación de Empresas de C.I.T. y Seguridad de Chile (ASEVA).
  Mr. Zulueta Galilea joined the Prosegur Group in 1979, and was the Managing Director of Prosegur Chile, S.A. from 1979 to 1997, President of Prosegur Chile, S.A. from 1997 to 2001, an employee of Prosegur Gestión de Activos Chile Ltda until December 31, 2020, and President of Prosegur Latinoamérica from 2001 to 2020. He has also been the President of ASEVA and director of the Spanish Chamber of Commerce in Chile.

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