Prosegur Compañía de Seguridad S A : Annual Corporate Governance Report 2020

APPENDIX I

ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED COMPANIES

ISSUER IDENTIFICATION

YEAR END DATE	31/12/2020

C.I.F. A-28430882

Company name:

PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A.

Registered office:

CALLE PAJARITOS, 24 28007 MADRID. SPAIN

ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED COMPANIES

1. CAPITAL STRUCTURE
   A.1 Complete the following table with details of the share capital of the company:

Date of last	Share capital (Euros)	Number of shares	Number of voting
change	rights
03/11/2020	€32,916,253.32	548,604,222	548,604,222

Remarks

On 29 October 2020, under item nine on the agenda, the General Shareholders' Meeting adopted a resolution to reduce capital by redeeming 24,885,623 treasury shares, each with a par value of 0.06 euros, thus reducing the share capital, which formerly stood at 34,409,390.70 euros, to the new and current figure of 32,916,253.32 euros.

Please state whether there are different classes of shares with different associated rights:

Yes

No ☒

A.2 Provide details of the company's significant direct and indirect shareholders at year end, excluding any directors:

	% of shares carrying voting	% of voting rights	% of total
Name of	through financial
	rights	voting
shareholder		instruments
			rights
	Direct		Indirect	Direct	Indirect
MS. MIRTA
MARÍA	0.364%		5.993%			6.357%
GIESSO
CAZENAVE

Breakdown of the indirect holding:

		% of	% of voting
Name of		shares
Name of direct	rights through	% of total voting
indirect	carrying
shareholder	financial	rights
shareholder	voting
	instruments
		rights
MS. MIRTA	AS
MARÍA
INVERSIONE	5.993%		5.993%
GIESSO
S, S.L.
CAZENAVE

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State the most significant shareholder structure changes during the year:

Most significant changes

FMR LLC:

• 01/01/2020: increase in shareholding from 6.195% to 7.272%
• 15/01/2020: reduction in shareholding from 7.272% to 6.752%
• 02/04/2020: reduction in shareholding from 6.752% to 5.069%
• 08/04/2020: reduction in shareholding from 5.069% to 4.992%
• 31/07/2020: reduction in shareholding from 4.992% to 2.277%

Invesco Limited:

• 09/01/2020: reduction in shareholding from 3.561% to 2.960%
• 03/02/2020: reduction in shareholding from 2.960% to 1.935%
• 02/03/2020: reduction in shareholding from 1.935% to 0.975%

Fidelity Investment Trust:

• 28/01/2020: reduction in shareholding from 5.006% to 4.281%
• 31/07/2020: reduction in shareholding from 4.281% to 1.655%

A.3 Complete the following tables on the members of the Board of Directors with voting rights in the company:

				% of voting rights			% of voting rights that
		% of shares carrying	% of total	can be transmitted
	Name of	through financial
	voting rights	voting	through financial
	director	instruments
			rights	instruments
		Direct	Indirect	Direct	Indirect			Direct	Indirect
MS. HELENA
IRENE	0.00%	59.409%	0.00%	0.00%	59.409%	0.00%	0.00%
REVOREDO
DELVECCHIO
MR.
CHRISTIAN	0.349%	0.00%	0.00%	0.00%	0.349%	0.00%	0.00%
GUT
REVOREDO
MR. ÁNGEL
DURANDEZ	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
ADEVA
	Total percentage of voting rights held by the Board of Directors		59.758%

Remarks

Ángel Durandez Adeva owns 0,001% of direct voting rights, corresponding to 5,371 shares.

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Breakdown of the indirect holding:

		% of	% of voting		% voting
			rights than
Name of	Name of	shares	rights	% of total	can be
direct	carrying	through	voting	transmitted
director
shareholder	voting	financial	rights	through
		rights	instruments		financial
					instruments
Ms. Helena
Irene	Gubel, S.L.	59.368%	0.00%	59.368%	0.00%
Revoredo
Delvecchio
Ms. Helena
Irene	Prorevosa,	0.040%	0.00%	0.040%	0.00%
Revoredo	S.L.
Delvecchio

A.4 If applicable, state any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, except those that are reported in Section A.6:

Name of related party	Nature of	Brief description
relationship
N/A

A.5 If applicable, state any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or group, unless they are insignificant or arise in the ordinary course of business:

Name of related party	Nature of		Brief description
relationship
		Lease			agreement
		executed			with
		Proactinmo,		S.L.U
		(controlled		by	Gubel,
		S.L.)	for	the building
		located at	calle	Santa
		Sabina, 8, in Madrid.
		Lease			agreement
		executed			with
PROACTINMO, S.L.U. and		Proactinmo,	S.L.U.	for
	the	building	located	at
PROSEGUR COMPAÑÍA DE	Commercial
calle	Pajaritos,	24,	in
SEGURIDAD, S.A.
	Madrid.
		Lease			agreement
		executed			with
		Proactinmo,	S.L.U.	for
		the	building	located	at
		calle San Máximo, 3 and
		9, in Madrid.
		Lease			agreement
		executed			with
		Proactinmo,		S.L.U

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		(controlled		by	Gubel,
		S.L.) for	the	building
		located at		calle	Juan
		Ignacio de Tena, 6, in
		Madrid.
		Agreement	to	provide
PROACTINMO, S.L.U. and		security	services	to
PROSEGUR COMPAÑÍA DE	Commercial	Proactinmo,		S.L.U.
SEGURIDAD, S.A.		(controlled		by	Gubel,
		S.L.)
EUROFORUM ESCORIAL S.A. and		Hotel		services
	agreement		with	Grupo
PROSEGUR COMPAÑÍA DE	Commercial
Euroforum		(controlled
SEGURIDAD, S.A.
	by Gubel, S.L.).
EUROFORUM ESCORIAL S.A. and		Service level agreement
	with Grupo	Euroforum
PROSEGUR COMPAÑÍA DE	Commercial
(controlled		by	Gubel,
SEGURIDAD, S.A.
	S.L.).
GUBEL, S.L. and PROSEGUR		Agreement	to	provide
Commercial	security	services	to
COMPAÑÍA DE SEGURIDAD, S.A.
	Gubel, S.L.
AGROCINEGÉTICA SAN HUBERTO,
S.L. and PROSEGUR COMPAÑÍA DE	Commercial	Services agreement
SEGURIDAD, S.A

A.6 Describe the relationships, unless insignificant for the two parties, that exist between significant shareholders or shareholders represented on the Board and directors, or their representatives in the case of proprietary directors:

Explain, as the case may be, how the significant shareholders are represented. Specifically, state those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders and/or companies in its group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of directors, or their representatives, as the case may be, of the listed company, who are, in turn, members of the Board of Directors or their representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.

Name or company name	Name or company	Company name of	Description
name of related	the group company	of
of related director or
significant	of the significant	relationship/
representative
shareholder	shareholder	post
Ms. Chantal Gut	Ms. Helena Irene		Direct
Revoredo	Gubel, S.L.	family
Revoredo
Delvecchio		member
Mr. Christian Gut	Ms. Helena Irene		Direct
Revoredo	Gubel, S.L.	family
Revoredo
Delvecchio		member

Remarks

Name or company name of related director:

Christian Gut Revoredo

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