Prosegur Compañía de Seguridad S A : Report from the Nomination and Remuneration Committee in relation to the Directors’ Remuneration Policy.

REPORT BY THE NOMINATION AND REMUNERATION COMMITTEE OF PROSEGUR COMPAÑÍA DE SEGURIDAD, S.A. ON THE PROPOSAL FOR THE DIRECTORS' REMUNERATION POLICY

The Nomination and Remuneration Committee (the "Committee") of the Board of Directors of Prosegur Compañía de Seguridad, S.A. (the "Company") issues this report in relation to the proposal for the approval of the director's remuneration policy of the Company which will be submitted to the binding vote of the General Shareholders' Meeting, pursuant to article 529 novodecies of the Companies Law (Ley de Sociedades de Capital).

1. GENERAL PRINCIPLES OF THE REMUNERATION POLICY

The principles and foundation of the directors' remuneration policy of the Company are laid down in article 22.3 through article 22.5 of the Company's bylaws.

The directors' remuneration policy of the Company (the "Remuneration Policy"), which will be submitted to the General Shareholders' Meeting for approval, is aimed at ensuring that the remuneration of the Company's directors is in line with their dedication and liability and consistent with the remuneration paid on the market by comparable companies at national and international level, bearing in mind the long-term interests of all shareholders.

The Remuneration Policy is based on the following principles and criteria:

1. creation of long-term value of the Company, aligning the remuneration schemes 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.

2. MAIN ELEMENTS OF 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.

2.1 Remuneration scheme for holding office as director, as such

The total remuneration payable by the Company to all its directors, as such, cannot exceed the maximum amount stipulated for such purpose by the General

Shareholders' Meeting, which amount will remain in force until the Shareholders' Meeting resolves to modify it. Accordingly, at the Company's General Shareholders' Meeting held on May 29, 2017, those present resolved to stipulate €2,000,000 as 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 Board of Directors must set the exact amount payable within this limit and determine its allocation among the various directors, at the proposal of the Nomination and Remuneration Committee.

The remuneration of directors, as such, is structured, within the statutory and bylaw 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.

2.2 Remuneration scheme for the discharge of executive functions

The remuneration receivable by executive directors for the discharge of execution functions at the Company, 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 implementation.
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-contractual non- 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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1. Variable remuneration
   The variable remuneration of executive directors is aimed at strengthening their commitment to the Company and creating an incentive for the optimum discharge of their functions. It comprises:
2. 1. Short-termvariable remuneration (annual bonus): The annual bonus will be payable in cash and will be linked, for the most part, to the achievement of the Company's economic-financial objectives, as well as to the performance of personal objectives. The target amount cannot exceed 80% of the annual fixed remuneration and the maximum amount, 150% of such remuneration.
   2. Medium- and long-term variable remuneration (long-term incentive): medium- and long-term incentive schemes related, for the most part, to the Company's performance in connection with certain economic- financial parameters aligned with the Company's strategic objectives, with a view to retaining and motivating executive directors and creating value on the long term.
      In this connection, on May 29, 2018, the Company approved a long- term incentive plan (LTI) with a time horizon of three years (2018- 2020) known as "Plan 2018-2020", with certain conditions linked to remaining at the Company for the effective vesting of the incentive. The objectives of the plan are linked to the creation of value at global or unit (region or country) level, having regard to the position held and scope of liability of the beneficiary and, where appropriate, personal objectives. The creation of value is calculated having regard to metrics significant to the business, such as EBITA, debt, capex, etc. during the period of reference. Between 50% and 100% of the incentive receivable, as the case may be, will be paid in Company shares and the remainder in cash, notwithstanding the possibility of making a cash settlement (at market value) of the part of the incentive payable in shares.
      In general, the value on the grant date cannot exceed 200% of the annual fixed remuneration at that time, multiplied by the number of years of reference of the plan, establishing a minimum achievement, a target achievement and a maximum achievement of the incentive (the maximum can be up to 200% of the objective, at most).
      The Company plans to implement a new LTI in 2021 for the 2021-2023 time horizon, in line with the characteristics of the current 2018-2020 LTI.

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1. Remuneration in kind
   With a view to offering a competitive and attractive remuneration package, executive directors will be able to receive remuneration in kind, such as (without limitation) life and accident insurance, health insurance, annual medical checkup or company car, depending on the Company's policies. In any case, the remuneration in kind cannot exceed 20% of the annual fixed remuneration.

2.3 Basic terms of the contracts of executive directors

The following are the basic terms of the Chief Executive Officer's contract:

1. Term
   The contract of the Company's Chief Executive Officer has an indefinite term, and may be terminated by either party at any time, without restriction, by way of written notice served on the other party, which does not have to be served in advance, and without the CEO being entitled to any type of severance or indemnification for said termination.
2. Clause on return of remuneration
   The Chief Executive Officer's contract stipulates that he agrees to return the amount of any variable remuneration (annual or multi-year) received, if evidence is provided that the payment was not consistent with the established performance conditions or where it was paid having regard to data later proven inaccurate.
3. Ethical duties
   The Chief Executive Officer must conduct himself in compliance with the duties of good faith and loyalty, refraining from any direct or indirect participation in situations which could give rise to a conflict between his personal interests and those of the Company.
4. Professional secrecy
   The Chief Executive Officer is obliged to uphold professional secrecy in connection with any of the Company's confidential data or information known to him by virtue of his office, undertaking not to make undue use of such information, either for his own benefit or for that of a third party, to the detriment of the Company.

3. TERM

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Pursuant to article 529 novodecies.3 of the Companies Law, the Remuneration Policy approved by the General Shareholders' Meeting will remain in force for three years after the year in which it is approved.

The Remuneration Policy will be in force, with effect from January 1, 2020, during 2020, 2021 and 2022. 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.

4. CONCLUSION

The Nomination and Remuneration Committee concludes that the Remuneration Policy submitted to the General Shareholders' Meeting for approval complies with the legislation in force, with the Company's corporate governance scheme and with the recommendations and best practices, and employs criteria of prudence in the assumption of risk, good governance and transparency; and, in short, enables the Company to have a remuneration policy for its directors, which is suitable and in line with the interests of shareholders and with prudent risk management.

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Madrid, February 27, 2020

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