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

REPORT BY THE BOARD OF DIRECTORS OF PROSEGUR COMPAÑÍA DE

SEGURIDAD, S.A. ON THE PROPOSAL FOR THE RE-ELECTION OF

DIRECTORS INCLUDED UNDER ITEMS FIVE AND SIXON THE AGENDA

OF THE 2020 SHAREHOLDERS' MEETING

The Board of Directors of Prosegur Compañía de Seguridad, S.A. (the "Company" or "Prosegur"), with the support of the Nomination and Remuneration Committee, issues this report with a view to justifying the proposal for the re-election of Company directors submitted to the Shareholders' Meeting for approval under items five and six on the agenda.

Pursuant to article 529 decies of the Companies Law, all proposals for the nomination 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. In accordance with subarticle 4 of the abovementioned article, proposals for the nomination and re-election of independent directors correspond to the Nomination and Remuneration Committee. Furthermore, pursuant to subarticle 6 of the same article, where the director to be nominated or re-elected is not an independent director, the proposal must also be preceded by a report by the Nomination and Remuneration Committee.

In this connection, pursuant to articles 17, 20.3 and 22 of the Prosegur Board Regulations, the powers of the Nomination and Remuneration Committee include proposing or reporting on proposals for the nomination, re-election or removal of independent and non-independent directors respectively, assessing, if appropriate, the quality of the proposed directors' work and their dedication to the office of director during the preceding term.

The proposal for the re-election of independent and non-independent directors of Prosegur submitted to the Shareholders' Meeting was made by the Nomination and Remuneration Committee, which prepared this report for submission to the Board and presentation, collectively, to the shareholders for assessment (accordingly this report, which was also approved by the Nomination and Remuneration Committee, also includes the proposals and reports by said Committee for the purposes of subarticles 4 and 6 of article 529 decies of the Companies Law).

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. Eugenio Ruiz-Gálvez as other nonexecutive director, following a favorable report of the Nomination and Remuneration Committee, and (ii) the re-election of Mr. Ángel Durández Adeva as independent director, at the proposal of the Nomination and Remuneration Committee; both of them for the three-year term envisaged in the bylaws.

The proposal for each director's re-election is submitted to a separate and independent vote, pursuant to article 197 bis of the Companies Law.

The first section of this report contains an analysis of the composition and performance of the Board, which supports, collectively, the proposal for the re-election of Company directors now submitted to the Shareholders' Meeting, and the second section includes an individual report on each candidate with the information necessary for shareholders to be able to cast their vote on the proposal.

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 Nomination and Remuneration Committee has analyzed the current composition of the Board, formed by eight directors, of which one has the status of executive director (the Chief Executive Officer, Christian Gut Revoredo) and seven have the status of nonexecutive directors, three of whom are independent directors (Fernando Vives Ruiz, Fernando D'Ornellas Silva and Ángel Durández Adeva), two are nominee directors (Helena Irene Revoredo Delvecchio, Chairman of the Board, and Chantal Gut Revoredo) and two are nonexecutive directors (Isidro Fernández Barreiro, Deputy Chairman of the Board, and Eugenio Ruiz- Gálvez Priego).

Of the eight Board members, two are women and, thus, the representation of women on the Board has reached 25%.

The Board has two specific committees that assist it in the effective fulfillment of its responsibilities: the Audit Committee, made up of three nonexecutive directors (two independent and another nonexecutive director) and the Nomination and Remuneration Committee, made up of five nonexecutive directors (three independent directors, one nominee director and another nonexecutive director), both chaired by independent directors.

In accordance with Recommendation 36 of the Good Governance Code of Listed Companies of February 2015, the Nomination and Remuneration Committee has made a detailed assessment of the performance of the Board, its committees and its members during 2019, concluding that: the Board has fulfilled its duties and responsibilities with considerable diligence and dedication, valuing very positively the quality and efficiency of its functioning and taking the view that its committees are suitable in terms of their composition and responsibilities,

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fulfilling their duties professionally and diligently; the composition and authorities of the Board are consistent with the Company's position and meet its corporate governance needs; and the performance and contribution of each director is also very positive, all directors contributing with diligence and loyalty to the defense and promotion of the Company's interests.

Having regard to the foregoing, the Nomination and Remuneration Committee considers that eight continues to be a suitable number of members for the Company's Board, thus deeming it appropriate to propose the re-election of Eugenio Ruiz-Gálvez Priego as other nonexecutive director and Ángel Durández Adeva as independent director.

When preparing the current proposal for re-election of directors, the Nomination and Remuneration Committee and the Board itself have borne all of the foregoing aspects in mind, as well as the suitability of each director's professional profile to the scope of the Company's activity and to its needs, so as to enable the efficient discharge of its supervisory and control functions.

In this connection, the experience, training and professional profile of the directors and of the candidates whose re-election is submitted to the Shareholders' Meeting for approval serve as evidence of their merits and ability to occupy the position of Company director, as well as of their experience and knowledge in various industries and matters of significance to the Company.

Having regard to the Company's shareholding structure, the resulting composition of the Board is deemed suitable and, from this standpoint, the proposal for the reelection of Eugenio Ruiz-Gálvez Priego and Ángel Durández Adeva, now submitted to the Shareholders' Meeting, is deemed appropriate.

2. INDIVIDUAL REPORT

2.1 RE-ELECTION OF EUGENIO RUIZ-GÁLVEZ PRIEGO AS OTHER NONEXECUTIVE DIRECTOR

• Professional and biographical profile
  Eugenio Ruiz-Gálvez Priego is a Civil Engineering from the ETS de Madrid and has an MBA from the Stanford Graduate School of Business. Mr. Ruiz-Gálvez Priego was a director of Uralita, S.A. from 1993 to 2002, CEO from 1993 to 1997 and Deputy Chairman from 1997 to 2000. He was also a director of Ebro Foods, S.A. from 2000 to 2016, CEO of Azucarera Ebro, S.L. between 2000 and 2010, director of Energía e Industrias Aragonesas between 1987 and 2002 and director of Corporación Financiera Alba, S.A. between 2010 and 2015.

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• Date of the first and most recent nomination as Company director
  Eugenio Ruiz-Gálvez Priego was first nominated as Company director in a resolution of the Shareholders' Meeting held on June 27, 2005, and was most recently re-elected in a resolution of the Shareholders' Meeting held on May 29, 2017, with the category of other nonexecutive director.
• Company shares, and derivative financial instruments supported by Company shares, owned by the director
  Eugenio Ruiz-Gálvez Priego does not own any Company shares or derivative financial instruments based on Company shares.
• Category of director
  Pursuant to article 529 duodecies 1 of the Companies Law, Eugenio Ruiz- Gálvez Priego will have the category of other nonexecutive director.
• Proposal for re-election
  Having regard to all of the foregoing and also considering the prior favorable report by the Nomination and Remuneration Committee, the Company's Board concludes that Eugenio Ruiz-Gálvez Priego meets the requirements of integrity, suitability, solvency, competence, qualification, training, availability and commitment to his function as director, not being subject to any incompatibility, prohibition or conflict of interest, and that he has the experience and merits necessary to serve as other nonexecutive director of the Company, and it is in the Company's best interest that he be re-elected to such office for a new term of three years.
  By virtue thereof, following the report of the Nomination and Remuneration Committee, the Board of Directors makes the following proposal to the Shareholders' Meeting for the re-election of Eugenio Ruiz-Gálvez Priego as other nonexecutive director of Prosegur:

RESOLUTION FIVE

"To re-elect Eugenio Ruiz-Gálvez Priego as other nonexecutive director of Prosegur Compañía de Seguridad, S.A., following the report of the Nomination and Remuneration Committee, for a term of 3 years, as stipulated in the bylaws".

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2.2 RE-ELECTION OF ÁNGEL DURÁNDEZ ADEVA AS INDEPENDENT DIRECTOR

• Professional and biographical profile
  Ángel Durández Adeva has a degree in Economics, is a business professor, certified public accountant and a founding member of the Register of Economist Auditors.
  Mr. Durández Adeva joined Arthur Andersen in 1965 and was a partner from 1976 until 2000. He headed Fundación Euroamérica, of which he was a founding member, until March 2004. He is currently a director of Quantica Producciones, S.L. and Ideas4all, S.L., Chairman of Arcadia Capital, S.L., a member of Fundación Independiente and Deputy Chairman of Fundación Euroamérica.
  His training and experience more than qualify him to hold the position of Company director.
• Date of the first and most recent nomination as Company director
  Ángel Durández Adeva was first nominated as Company director in a resolution of the Shareholders' Meeting held on May 29, 2017, with the category of independent director.
• Company shares, and derivative financial instruments supported by Company shares, owned by the director
  Ángel Durández Adeva is the direct owner of 5,300 Company shares, representing 0.001% of the Company's capital stock.
• Category of director
  Pursuant to article 529 duodecies 1 of the Companies Law, Ángel Durández Adeva will have the category of independent director.
• Proposal for re-election
  Having regard to all of the foregoing and also considering the favorable proposal by the Nomination and Remuneration Committee, the Company's Board concludes that Ángel Durández Adeva meets the requirements of integrity, suitability, solvency, competence, qualification, training, availability and commitment to his function as director, not being subject to any incompatibility, prohibition or conflict of interest, and that he has the experience and merits necessary to serve as independent director of the Company, and it is in the Company's best interest that he be re-elected to such office for a new term of three years.

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By virtue thereof, at the proposal of the Nomination and Remuneration Committee, the Board of Directors makes the following proposal to the Shareholders' Meeting for the re-election of Ángel Durández Adeva as independent director of the Company:

RESOLUTION SIX

"To re-elect Ángel Durández Adeva as independent director of Prosegur Compañía de Seguridad, S.A., at the proposal of the Nomination and Remuneration Committee, for a term of 3 years, as stipulated in the bylaws."

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Madrid, July 29, 2020

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