Prosegur Compañía de Seguridad S A : Annual Report on Corporate Governance 2022

ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED COMPANIES

ISSUER IDENTIFICATION

YEAR-END DATE: 31/12/2022

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 ☐

State whether the company has attributed loyalty votes:

No ☒

Yes ☐

Date of the last	Share capital (€)	Number of	Number of		Number of	Total number of
change in the		shares	voting rights		additional	voting rights,
share capital			(not including		voting rights	including
			additional		carried by	additional loyalty
			loyalty votes)		loyalty	votes
					shares
22/12/2022	€32,701,611.96	545,026,866	545,026,866			545,026,866
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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Helena Revoredo

59.80%

59.80%

Delvecchio

Mirta María Giesso

0.37%

6.03%

6.40%

Cazenave

Breakdown of the indirect holding:

Name of indirect

Name of direct

% voting rights

% voting

% total

Of the % of total

shareholder

shareholder

carried by the

rights

voting

voting rights carried

shares (including

through

rights

by the shares, state

loyalty shares)

financial

the % of additional

instruments

voting rights carried

by loyalty shares, if

any

Helena Revoredo

Delvecchio

GUBEL, S.L.

59.76%

59.76%

Helena Revoredo

Delvecchio

PROREVOSA, S.L.

0.04%

0.04%

Mirta María Giesso

AS INVERSIONES,

Cazenave

S.L.

6.03%

6.03%

State the most significant shareholder structure changes during the year:

N/A

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
Christian Gut	0.56%
Revoredo
Ángel	0.00%
Durández
Adeva

Total percentage of voting rights held by the Board of Directors

60.36%

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Remarks

Ángel Durández Adeva owns 0.001% of the direct voting rights, corresponding to 5,300 shares.

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:

N/A

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 Proactinmo, S.L.U
COMPAÑÍA DE SEGURIDAD, S.A.		(controlled by Gubel, S.L.) for the
		building located at calle Santa Sabina,
		8, in Madrid.
		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 security services
COMPAÑÍA DE SEGURIDAD, S.A.		to Proactinmo, S.L.U. (controlled by
		Gubel, S.L.)
EUROFORUM ESCORIAL S.A. and	Commercial	Hotel services agreement with Grupo
PROSEGUR COMPAÑÍA DE		Euroforum (controlled by Gubel, S.L.).
SEGURIDAD, S.A.
EUROFORUM ESCORIAL S.A. and	Commercial	Service level agreement with Grupo
PROSEGUR COMPAÑÍA DE		Euroforum (controlled by Gubel, S.L.).
SEGURIDAD, S.A.
GUBEL, S.L. and PROSEGUR	Commercial	Agreement to provide security services
COMPAÑÍA DE SEGURIDAD, S.A.		to Gubel, S.L.
AGROCINEGÉTICA SAN HUBERTO, S.L.	Commercial	Agreement to provide services.
and PROSEGUR COMPAÑÍA DE
SEGURIDAD, S.A.

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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		Company name of	Description of
Name or company name of	the group company
of related director or	relationship/po
related significant shareholder	of the significant
representative	st
	shareholder
Chantal Gut Revoredo	Helena Revoredo Delvecchio	Gubel, S.L.	Direct family
member
Christian Gut Revoredo	Helena Revoredo Delvecchio	Gubel, S.L.	Direct family
member

Remarks

Name or company name of related director:

Christian Gut Revoredo

Name or company name of related significant shareholder:

Helena Revoredo Delvecchio

Description of the relationship:

Helena Revoredo Delvecchio is Christian Gut Revoredo's mother. Helena Revoredo Delvecchio is a controlling shareholder of GUBEL, S.L. and Christian Gut Revoredo, a shareholder of GUBEL, S.L., a company which controls 59.758% of the Company.

Name or company name of related director:

Chantal Gut Revoredo

Name or company name of related significant shareholder:

Helena Revoredo Delvecchio

Description of the relationship:

Helena Revoredo Delvecchio is Chantal Gut Revoredo's mother. Helena Revoredo Delvecchio is a controlling shareholder of GUBEL, S.L. and Chantal Gut Revoredo, a shareholder of GUBEL, S.L., a company which controls 59.758% of the Company.

A.7 State whether the company has been notified of any shareholders' agreements that may affect it, in accordance with Articles 530 and 531 of the Spanish Companies Act (Ley de Sociedades de Capital or "LSC"). If so, describe these agreements and list the party shareholders:

Yes ☒

No ☐

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