Prosegur Compañía de Seguridad S A : Annual Report on Corporate Governance 2021

APPENDIX I

ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED COMPANIES

ISSUER IDENTIFICATION

YEAR END DATE	31/12/2021

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 and of the voting rights carried, including those carried by loyalty shares, if any, as of year end:

State whether the company's bylaws provide for a double vote for loyalty:

No ☒

Yes ☐

Minimum period of uninterrupted ownership required by the bylaws

State whether the company has attributed loyalty votes:

No ☒

Yes ☐

Date of the	Share capital	Number of	Number of	Number of	Total number
last change in		shares	voting rights	additional	of voting
the share			(not	voting rights	rights,
capital			including	carried by	including
			additional	loyalty	additional
			loyalty votes)	shares	loyalty votes
03/11/2020	€32,916,253.32	548,604,222	548,604,222		548,604,222

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, including any directors who own a significant holding:

Name of shareholder	% voting rights carried	% voting rights	% total	Of the % of total voting
	by	the	shares	through financial	voting rights	rights carried by the
	(including	loyalty	instruments		shares, state the % of
	shares)						additional voting rights
							carried by loyalty
							shares, if any
	Direct	Indirect	Direct	Indirect		Direct	Indirect

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Ms.	Helena	Irene		59.409%			59.409%
Revoredo Delvecchio
Ms.	Mirta	María					6.357%
Giesso Cazenave	0.364%	5.993%

Breakdown of the indirect holding:

Name of	Name of	% voting	% voting rights	% total voting	Of the % of total
indirect	direct	rights carried	through	rights	voting rights carried
shareholder	shareholder	by the shares	financial		by the shares, state
			(including	instruments		the % of additional
			loyalty			voting rights carried
			shares)			by loyalty shares, if
						any
Ms.	Helena
Irene		Gubel, S.L.	59.368%	0.00%	59.368%	0.00%
Revoredo
Delvecchio
Ms.	Helena	Prorevosa,
Irene		0.040%	0.00%	0.040%	0.00%
Revoredo	S.L.
Delvecchio
Ms.	Mirta	AS	5.993%		5.993%
María	Giesso	Inversiones,
Cazenave	S.L.

State the most significant shareholder structure changes during the year:

Most significant changes

A.3 Break down, regardless of percentage, the holding owned at year end by the members of the Board of Directors who hold voting rights carried by company shares or through financial instruments, excluding the directors identified in section A.2 above:

Name of	% voting rights	% voting rights	% total	Of the % of total voting
director	carried by shares	through financial	voting	rights carried by the shares,
	(including loyalty	instruments	rights	state the % of additional
	shares)				voting rights carried by
						loyalty shares, if any
	Direct	Indirect	Direct	Indirect		Direct	Indirect
Mr. Christian	0.349%
Gut Revoredo
Mr. Ángel	0.00%
Durandez
Adeva
Total	0.349%

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Total percentage of voting rights held by the Board of Directors	59.758%

Remarks

Ángel Durandez Adeva owns 0,001% of the direct voting rights, corresponding to 5,300 shares.

Breakdown of the indirect holding:

Name of	Name of	% voting	% voting	% total	Of the % of total voting rights
shareholder	direct	rights	rights through	voting rights	carried by the shares, state
	shareholder	carried by	financial		the % of additional voting
		the shares	instruments		rights carried by loyalty
		(including			shares, if any
		loyalty
		shares)

Breakdown of the total percentage of voting rights represented on the board:

% of total voting rights represented on the board of directors

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

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
PROACTINMO, S.L.U. and PROSEGUR	Commercial	Lease	executed	with
COMPAÑÍA DE SEGURIDAD, S.A.		Proactinmo,		S.L.U
		(controlled	by	Gubel,
		S.L.) for	the	building
		located	at	calle	Santa
		Sabina, 8, in Madrid.

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		Lease	executed	with
		Proactinmo,	S.L.U. for
		the building	located	at
		calle Pajaritos,	24,	in
		Madrid.
		Lease	executed	with
		Proactinmo,	S.L.U. for
		the building	located	at
		calle San	Máximo,	3
		and 9, in Madrid.
		Lease	executed	with
		Proactinmo,	S.L.U. for
		the building	located	at
		calle Juan Ignacio Luca
		de Tena, 6, in Madrid.
PROACTINMO, S.L.U. and PROSEGUR	Commercial	Agreement	to	provide
COMPAÑÍA DE SEGURIDAD, S.A.		security	services		to
		Proactinmo,		S.L.U.
		(controlled	by	Gubel,
		S.L.)
EUROFORUM ESCORIAL S.A. and	Commercial	Hotel		services
PROSEGUR COMPAÑÍA DE		agreement with Grupo
SEGURIDAD, S.A.		Euroforum	(controlled
		by Gubel, S.L.).
EUROFORUM ESCORIAL S.A. and	Commercial	Service level agreement
PROSEGUR COMPAÑÍA DE		with Grupo	Euroforum
SEGURIDAD, S.A.		(controlled	by	Gubel,
		S.L.).
GUBEL, S.L. and PROSEGUR	Commercial	Agreement	to	provide
COMPAÑÍA DE SEGURIDAD, S.A.		security	services		to
		Gubel, S.L.
AGROCINEGÉTICA SAN HUBERTO, S.L.	Commercial	Agreement	to	provide
and PROSEGUR COMPAÑÍA DE		services
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

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