Prosegur Cash S A : Report from the Board of Directors and the CSGCNR on re-election of directors.

REPORT BY THE BOARD OF DIRECTORS OF PROSEGUR CASH, S.A. ON THE

PROPOSAL FOR THE RE-ELECTION AND APPOINTMENT OF DIRECTORS

REFERRED TO IN ITEMS SEVEN, EIGHT, NINE, TEN, ELEVEN AND TWELVEON THE AGENDA OF THE 2023 ANNUAL GENERAL SHAREHOLDERS' MEETING

The Board of Directors of Prosegur Cash, S.A. (the "Company") issues this report in compliance with the provisions set forth in article 529 decies of the Capital Companies Law regarding the proposals for the re-election of Mr. Pedro Guerrero Guerrero, Ms. Chantal Gut Revoredo, Mr. Claudio Aguirre Pemán, Mr. Daniel Entrecanales Domecq, Ms. Ana Inés Sainz de Vicuña Bemberg and Ms. María Benjumea Cabeza de Vaca; the first two as nominee directors representing the controlling shareholder, Prosegur Compañía de Seguridad, S.A. ("PCS"), and the rest as independent non-executive directors, which proposals are submitted to the approval of the General Shareholders' Meeting under items seven, eight, nine, ten, eleven and twelve on the agenda, respectively.

Said article 529 decies requires that the proposal for appointment or re-election of board members be accompanied, in any case, by a supporting report issued by the Board of Directors appraising the skills, experience and merits of the proposed candidate, which shall be attached to the minutes of the General Shareholders' Meeting. According to subarticle 4 of that article, the proposed appointment and re-election of independent directors falls, in the Company's case, to 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 issued by the Sustainability, Corporate Governance, Appointments and Remuneration Committee.

This report was previously approved by the Sustainability, Corporate Governance, Appointments and Remuneration Committee and forwarded to the Board of Directors for presentation to the shareholders. By virtue thereof, the Board of Directors proposes to the General Shareholders' Meeting to re-elect Mr. Pedro Guerrero Guerrero and Ms. Chantal Gut Revoredo, as nominee directors representing PCS, and Mr. Claudio Aguirre Pemán, Mr. Daniel Entrecanales Domecq, Ms. Ana Inés Sainz de Vicuña Bemberg and Ms. María Benjumea Cabeza de Vaca, as non-executive independent directors and, in all cases, for the bylaws-stipulated term of three years.

Each proposal for re-election is submitted to separate and independent deliberation and vote by the General Shareholders' Meeting, pursuant to article 197 bis of the Capital Companies Law.

The first section of this report explains the analysis of the composition and performance of the Board of Directors, which globally supports the re-election proposals made to the General 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 proposals submitted.

1.- OVERALL REPORT

1.1. Overall appraisal

The Board of Directors provides corporate leadership to the Group in a context of prudent and effective oversight that permits the assessment and management of risk. The Board sets the Group's strategic objectives, ensures that the Group has the necessary financial and human resources to meet its objectives, and reviews the performance of the management team. It also establishes the Group's values and standards and ensures that they are understood and are in line with the Group's obligations to its shareholders and other interested parties. The duties of the Board of Directors are established in the Board Regulations, available on the Company's website.

1.2 Composition and Performance of the Board of Directors

The Sustainability, Corporate Governance, Appointments and Remuneration Committee has analyzed the current composition of the Board, consisting of nine directors, two in the category of executive directors (the Executive Chairman of the Board, Mr. Christian Gut Revoredo, and the Chief Executive Officer, Mr. José Antonio Lasanta Luri) and seven in the category of nonexecutive directors, four of which are independent directors (Mr. Claudio Aguirre Pemán, Ms. María Benjumea Cabeza de Vaca, Mr. Daniel Guillermo Entrecanales Domecq and Ms. Ana Inés Sainz de Vicuña Bemberg) and three are nominee directors (Ms. Chantal Gut Revoredo, Mr. Antonio Rubio Merino and Mr. Pedro Guerrero Guerrero). Out of the nine Board members, three are women and, thus, the representation of women on the Board reaches 33%.

The Board of Directors has two specific committees that assist it in the effective fulfillment of its responsibilities: the Audit Committee, made up of three nonexecutive directors (two of them independent directors and one a nominee director) and the Sustainability, Corporate Governance, Appointments and Remuneration Committee, made up of four nonexecutive directors (three of them independent directors and one a nominee director). The two committees are chaired by independent directors.

In accordance with Recommendation 36 of the Code of good governance for listed companies approved by the Spanish National Securities Market Commission on February 18, 2015 and last revised on June 2, 2020, the Sustainability, Corporate Governance, Appointments and Remuneration Committee has made a detailed assessment of the performance of the Board of Directors, its committees and its members in 2022. That assessment concludes (i) that the Board has fulfilled its duties and responsibilities with sufficient diligence and dedication, positively valuing the quality and efficiency of its functioning; (ii) that its committees are suitable in terms of their composition and responsibilities, fulfilling their duties professionally and diligently; (iii) that the composition and authorities of the Board of Directors are consistent with the Company's position and meet its corporate governance needs; and (iv) that the dedication and the quality of the performance and contribution of each director (including those proposed) are very positive, all directors contributing with diligence and loyalty to the defense and promotion of the Company's interest.

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In particular, the extensive experience and in-depth knowledge that the directors possess in key sectors closely related to the Company's business, such as the banking and financial sector, infrastructure and logistics, as well as corporate social responsibility, was highly favourably valued, highlighting their professional experience in areas such as financial institutions, the securities market, consulting, innovation and new technologies, with which the activity of the Company and its subsidiaries is closely related. Furthermore, the directors have extensive experience in the security sector and, in particular, in the securities logistics sector, including through their experience on the Board of Directors of the Company. The directors' proven business management and entrepreneurial skills are also considered to be appropriate as a result of, among others, their performance as members of the boards of directors and advisory boards of companies operating in various sectors, both nationally and internationally, as well as their strategic vision of the Company and its group and their active involvement in social improvements, as they are members of the boards of trustees of foundations of a very diverse social and cultural nature.

Having regard to the foregoing, the Sustainability, Corporate Governance, Appointments and Remuneration Committee considers that nine continues to be a suitable number of directors for the Board, rendering its operations effective and participatory in nature. Furthermore, the Board of Directors considers that, at this time, the composition of the Board of Directors is appropriate and balanced, taking into account the diversity of knowledge, skills, experience, age, nationalities and gender within the Board of Directors and that its composition allows for enriching discussions and decision-making and that it brings pluralistic viewpoints to the debate. Notwithstanding the above, it is noted that the Board of Directors is assessing the opportunity to incorporate directors belonging to the least represented gender.

When preparing the proposal for each director's re-election, the Sustainability, Corporate Governance, Appointments and Remuneration Committee and the Board itself have taken all of the foregoing aspects into account, 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 performance of its supervisory and control duties.

In accordance with the Company's Director Selection Policy, this proposal for the reelection of directors is based on a prior analysis of the needs and skills required by the Board of Directors as a whole, and of the availability of the candidates. In addition, the Board of Directors considers that, should the proposals for re-election 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 connection, the experience, training and professional profile of the directors and of the candidates whose re-election is submitted to the approval of the General Shareholders' Meeting serve as evidence of their merits and ability to hold 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 proposals for the re-election of Mr. Pedro Guerrero Guerrero, Ms. Chantal Gut Revoredo, Mr. Claudio Aguirre Pemán,

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Mr. Daniel Entrecanales Domecq, Ms. Ana Inés Sainz de Vicuña Bemberg and Ms. María Benjumea Cabeza de Vaca are forwarded to the General Shareholders' Meeting.

2.- INDIVIDUAL REPORT

2.1. RE-ELECTION OF MR. PEDRO GUERRERO GUERRERO AS DIRECTOR, IN THE CATEGORY OF NOMINEE DIRECTOR

• Professional and biographical profile
• • Degree in Law from Universidad Complutense de Madrid.
  • State attorney, stockbroker and Notary Public of Madrid (on leave).
  • Formerly President of the Governing Body of the Madrid Stock Exchange and Stock Exchange Companies.
  • Founding Partner and Vice President of A.B. Asesores Bursátiles and President of A.B. Asesores Red.
  • Trustee of Fundación de la Innovación Bankinter, Fundación LDA and Fundación Lealtad.
  • President of Bankinter, where he has been a Director since 2000.

A complete curriculum vitae of Mr. Pedro Guerrero Guerrero is attached hereto as Exhibit 2.1.

• Date of his first and latest appointment
  Mr. Pedro Guerrero Guerrero was appointed Company director on March 2, 2017 and was most recently re-elected as director at the General Shareholders'
  Meeting held on October 28, 2020.
• Company shares and derivative financial instruments based on Company shares, owned by the director
  Mr. Pedro Guerrero Guerrero does not hold any shares in the Company or any financial instruments such as those described.
• Category of director
  Pursuant to article 529 duodecies 3 of the Capital Companies Law, Mr. Pedro Guerrero Guerrero shall have the category of nominee director representing PCS.
• Proposal for re-election
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Having regard to all of the foregoing, the Sustainability, Corporate Governance, Appointments and Remuneration Committee reports favorably on the proposal for the re-election of Mr. Pedro Guerrero Guerrero. On this basis, the Board of Directors deems that Mr. Pedro Guerrero Guerrero has the skills, experience and merits required to hold office as Company director, in the category of nominee director, 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, the Board of Directors of the Company submits to the General Shareholders' Meeting the following proposal for the re-election of Mr. Pedro Guerrero Guerrero as nominee director:

RESOLUTION SEVEN

To re-elect Mr. Pedro Guerrero Guerrero as director of Prosegur Cash, S.A., with the status of nominee director, based on a report by the Sustainability, Corporate Governance, Appointments and Remuneration Committee, for the bylaw-stipulated term of three years.

The report by the Board of Directors supporting this resolution was approved by the Board of Directors on April 26, 2023 and will be attached to the minutes of the Shareholders' Meeting.

2.2. RE-ELECTION OF Ms. CHANTAL GUT REVOREDO AS DIRECTOR, IN THE CATEGORY OF NOMINEE DIRECTOR

• Professional and biographical profile
• • Degree in Economics and Business Studies from CUNEF (University Center for Financial Studies).
  • MBA from IESE.
  • Director of PCS since 1997.
  • Director of Euroforum since 2001, currently holding the post of Deputy Chairperson.
  • Member of the Board of Trustees of the Prosegur Foundation.
  • Head of Business Development at Gubel, S.L.
  • Deputy Chairperson of the board of directors of Freecap, S.I.L.
  • Member of the (i) Board of Trustees of the Prosegur Foundation, (i) International Board of the Hispanic Society of America (New York), (iii) International Board of Teatro Real (Madrid), (iv) of the Board of Trustees of the Chillida Leku Museum (Guipúzcoa) of the Board of Real Club de Golf Valderrama - second Deputy Chairperson.
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