Prosegur Compañía de Seguridad S A : Report from the Board of Directors and the CSGCNR on 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 ITEMS EIGHT AND NINE ON THE AGENDA OF THE 2023 ANNUAL 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 for the re-election and appointment of directors of the Company which are submitted for the approval of the Shareholders' Meeting in items eight and nine on the agenda.

Pursuant to article 529 decies of the Capital Companies Law, 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, in the Company's case, the Sustainability, Corporate Governance, Appointments 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 independent directors of Prosegur that is submitted to the Shareholders' Meeting has originated from the Sustainability, Corporate Governance, Appointments and Remuneration Committee, for the purposes of subarticle 4 of the above-mentioned article 529 decies of the Capital Companies Law.

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

Accordingly, the Board proposes to the Shareholders' Meeting first of all to re-elect Mr. Ángel Durández Adeva as an independent director at the proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee.

In addition, the Board of Directors reports that the other non-executive director Mr. Eugenio Ruiz-Gálvez Priego is not proposed for re-election after holding the post of director of the Company for more than fifteen years. Consequently, Mr. Ruiz-Gálvez will cease to be a director of the Company on occasion of the 2023 Shareholders' Meeting,

the Board of Directors thanking him for his commitment and contributions throughout the years during which he has held the post.

In order to cover the vacancy that Mr. Ruiz-Gálvez will leave, the Board of Directors, at the proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee, proposes to the Shareholders' Meeting, secondly, to appoint Ms. Natalia Gamero del Castillo Calleja as an independent director.

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, ensures that it has the financial and human resources necessary to reach 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 nine directors, one of whom has the status of executive director (the Chief Executive Officer, Mr. Christian Gut Revoredo) and eight the status of non- executive directors, four of whom are independent (Mr. Fernando Vives Ruiz, Mr. Fernando D'Ornellas Silva, Mr. Ángel Durández Adeva and Ms. Isela Costantini), two are nominee directors (Ms. Helena Revoredo Delvecchio, Chairperson of the Board of Directors, and Ms. Chantal Gut Revoredo) and another two are external directors (Mr. Rodrigo Zulueta Galilea and Mr. Eugenio Ruiz-Gálvez Priego).

Of the nine members of the Board of Directors, three are women, meaning that 33% of the Board is female, being one of them 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, Mr. Fernando D'Ornellas Silva and Mr. Ángel Durández Adeva, and one external, Mr. Rodrigo Zulueta Galilea) and the Sustainability, Corporate Governance, Appointments and Remuneration Committee, formed by four non- executive directors (three independent, Mr. Fernando Vives Ruiz, Mr. Fernando D'Ornellas Silva and Mr. Ángel Durández Adeva and one nominee, Ms. Chantal Gut Revoredo), both of which are chaired by independent directors.

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In view of the forgoing and, specifically, in order to fill the vacancy left on the Board by Mr. Ruiz-Gálvez, the Sustainability, Corporate Governance, Appointments and Remuneration Committee has considered that, in light of the Group's complexity, and due to the important international diversification process carried out by the Company in recent years, it is recommendable to include on the Board of Directors a director belonging to the gender that is less represented on the Board of Directors, with an international background and broad expertise in the functioning, challenges and opportunities offered by the market.

In accordance with the Director Selection Policy, this proposal for the re-election and appointment of directors is based on a prior analysis of the skills that board members must have, and of the availability of the candidates. In addition, the Board of Directors considers that, should the proposals for re-election and appointment of directors covered by this report be approved, these directors will contribute to the diversity of knowledge, experiences, age and gender on the board.

In this respect, the experience, background and professional profile of the directors and of the candidates whose re-election and appointment are 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.

Accordingly, if the Shareholders' Meeting approves the proposed re-election of Mr. Ángel Durández Adeva and the proposed appointment of Ms. Natalia Gamero del Castillo Calleja, both with the category of independent director, the Board of Directors of Prosegur will be made up of five independent directors, two non- executive nominee directors, one executive director and one other external director. In addition, as a consequence of the above-mentionedre-election and appointment, of the nine members of the Board of Directors, four will be women, thereby reaching a 44% female presence, thus complying with the recommendation of good corporate governance and future regulations on the representation of the under-represented sex on the Board.

Considering the Company's shareholding structure, 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. Ángel Durández Adeva and the appointment of Ms. Natalia Gamero del Castillo Calleja.

2. INDIVIDUAL REPORT

2.1 RE-ELECTION OF MR. ÁNGEL DURÁNDEZ ADEVA AS DIRECTOR, WITH THE STATUS OF INDEPENDENT DIRECTOR

• Professional profile and background
  Mr. Ángel Durández Adeva has a degree in economics, and he is a professor of corporate law, a certified public accountant and a founding member of the Register of Economist Auditors.
  Mr. Ángel Durández Adeva joined Arthur Andersen in 1965 and was a partner there from 1976 to 2000. Until March 2004, he led Fundación Euroamérica, of which he was a founding trustee.

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Currently, Mr. Ángel Durández Adeva is Director of Quantica Producciones, S.L., Chairman of Arcadia Capital, S.L., a member of Fundación Independiente, Executive Deputy Chairman of Fundación Euroamérica, Chairman of Fundación Foro de Foros and Chief Executive Officer of ABT Spanish Deck, S.L.

His training and experience have enabled him to acquire very valuable skills for performing the post of director at the Company.

• Date of first and last appointment as director of the Company
  Mr. Ángel Durández Adeva was appointed for the first time as a director of the Company by resolution of the Shareholders' Meeting held on May 29, 2017, and he was appointed for the last time by resolution of the Shareholders' Meeting held on October 29, 2020.
• Company shares and derivative financial instruments based on Company shares, owned by the director
  Mr. Ángel Durández Adeva does not own any shares in the Company or any derivative financial instruments based on Company shares.
• Director category
  In accordance with article 529 duodecies 1 of the Capital Companies Law, Mr. Ángel Durández Adeva shall have the category of independent director.
• Proposed re-election
  For all of the foregoing reasons, and also considering the favorable proposal by the Sustainability, Corporate Governance, Appointments and Remuneration Committee, the Company's Board of Directors finds that Mr. Ángel Durández Adeva meets the requirements of good standing, suitability, caliber, competence, qualifications, training, availability, and commitment to duties required to hold the position of director, and has not incurred any grounds for disqualification, prohibition or conflict of interest, and that he has the necessary experience and merits to perform the post of director at the Company, with the category of independent director, and it is in the Company's best interest to re-elect him for that post for a new period 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. Ángel Durández Adeva as independent director of the Prosegur:

RESOLUTION EIGHT

"To re-elect Mr. Ángel Durández Adeva 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 the bylaw-stipulated term of three years.

The supporting report of the Board of Directors on this resolution was approved by the Board of Directors on April 27, 2023 and will be attached to the minutes of the General Meeting".

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2.2 APPOINTMENT OF MS. NATALIA GAMERO DEL CASTILLO CALLEJA AS DIRECTOR, WITH THE STATUS OF INDEPENDENT DIRECTOR

• Professional profile and background
  Ms. Natalia Gamero del Castillo Calleja holds a law degree from Universidad Autónoma de Madrid, with a specialization in intellectual property, and has completed a General Management Program at the IESE Business School (Universidad de Navarra).
  Ms. Natalia Gamero del Castilla Calleja has had professional ties with the Condé Nast Group for over 20 years and is currently the Managing Director of Condé Nast EMEA.
  She oversees the company's European operations, including its teams in France, Italy, Germany, Spain and the United Kingdom. In addition, from 2022 she also oversees operations in Middle East, Mexico and Latin America.
  She has extensive experience in digital transformations and in media business management.
• Company shares and derivative financial instruments based on Company shares, owned by the director
  Ms. Natalia Gamero del Castillo Calleja does not own any shares in the Company or any derivative financial instruments based on Company shares.
• Director category
  In accordance with article 529 duodecies 2 of the Capital Companies Law, Ms. Natalia Gamero del Castillo shall have the category of independent director.
• Proposed appointment
  For all of the foregoing reasons, and also considering the proposal by the Sustainability, Corporate Governance, Appointments and Remuneration Committee, the Company's Board of Directors finds that Ms. Natalia Gamero del Castillo Calleja meets the requirements of good standing, suitability, caliber, competence, qualifications, training, availability, and commitment to duties required to hold the position of director, and has not incurred any grounds for disqualification, prohibition or conflict of interest, and that she has the necessary experience and merits to perform the post of director at the Company, with the category of independent director, and it is in the Company's best interest to appoint her for that post for a new period 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 appointment of Ms. Natalia Gamero del Castillo Calleja as independent non-executive director of the Company:

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