Director´s Remuneration Policy

1. Introduction

   Pursuant to article 529 novodecies of the Capital Companies Law (Ley de Sociedades de Capital), the General Shareholders' Meeting must approve the directors' remuneration policy at least every three years, as a separate item on the agenda.

   The bases and principles of the directors' remuneration policy of Prosegur Compañía de Seguridad,

   S.A. (the "Company") are laid down in article 22.3 through article 22.5 of the Company's bylaws which,

   for such purpose, provide as follows:

   1.- The office of director is remunerated. Remuneration for Directors, in their capacity as such, shall consist of an annual fixed allocation and fees for attendance at each session of the Board of Directors and of the Committees they serve on. The remuneration that may be paid by the Company to all of its Directors, in their capacity as such, may not exceed the maximum amount stipulated for such purpose by the General Shareholders' Meeting, which shall remain in force until the General Shareholders' Meeting resolves otherwise. The Board of Directors shall be responsible for determining the exact amount to be paid within this limit and its distribution among the different Directors, at the proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee.

   2.- Additionally, and irrespective of the provisions set forth in the preceding paragraph, remuneration systems referenced to the market price of the shares or involving the delivery of shares or stock options may be established for the Directors. The application of such remuneration systems must be approved by the General Shareholders' Meeting on the terms established by law.

   3.- Regardless of the compensation provided for in the preceding paragraphs derived from membership of the Board of Directors, Directors with other executive duties, whatever the nature of their relationship with the Company, shall be entitled to the remuneration that has been agreed for performing such duties, including, where appropriate, participation in any incentive systems generally established for the senior management of the Company, which may include shares or stock options, or payments indexed to the value of the shares, in any case subject to the applicable legal requirements, and participation in the relevant pension plans and insurance arrangements. Should they cease to perform these functions, they may be entitled to appropriate financial compensation, on the terms and conditions approved by the Board of Directors.

   By virtue thereof, the Company's General Shareholders' Meeting has approved this Directors' Remuneration Policy of the Company (the "Remuneration Policy"), which will apply as from the date of its approval -April 30, 2026- and remain in force during 2027, 2028 and 2029. 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.

   This Remuneration Policy reflects the content of article 529 novodecies in its current form, following its modification by virtue of Law 5/2021 of April 12, 2021 amending the revised Capital Companies Law, approved by Legislative Royal Decree 1/2010 of July 2, 2010, and other financial rules, as regards the encouragement of long-term shareholder engagement at listed companies.

   The Remuneration Policy whose approval is submitted to the binding vote of the General Shareholders'

   Meeting is based on the same principles as the current policy, which was approved in 2024. The main changes with respect to the Remuneration Policy approved in 2024 are as follows:

   1. update of the attendance fee for meetings of the Board of Directors and of the Board Committees;

   2. update of the fixed remuneration of the Chair and of the Chief Executive Officer;

   3. update of the short-term variable remuneration of the Chief Executive Officer;

   4. termination of the 2024-2025 LTI due to the end of the performance period;

   5. inclusion of the new 2026-2027 Long-Term Incentive Plan (LTI) if approved by the General

      Shareholders' Meeting; and

   6. increase of the upper limit on remuneration in kind (from 20% to 30% of the annual fixed remuneration) and on the maximum annual increase in the total remuneration package (from 10% to 15%) of the Chief Executive Officer.

2. General principles and external analysis

   The Remuneration Policy contributes to the business strategy and long-term interests and sustainability of the Company, seeking to ensure that the remuneration of its directors is commensurate with their dedication and the responsibility they have assumed and in line with the remuneration paid in the market among comparable companies in Spain and abroad, having regard to the long-term interests of all of the shareholders.

   Thus, in drafting this Remuneration Policy, particular attention has been paid to changes in legislation, to best practices, recommendations and trends - at both national and international level - in relation to the remuneration of directors of listed companies, and to the conditions prevailing on the market, at the point in time at which it is proposed by the Board of Directors.

   Accordingly, article 28 of the Board Regulations provides that the Board will procure that the directors' remuneration is in keeping with that paid in the market at companies of a similar size and with similar activities and that any variable remuneration takes into account the professional activities of the beneficiaries thereof and is not simply the result of general market trends. In connection with non-executive directors, article 29 of the Board Regulations provides that the Board of Directors and the Sustainability, Corporate Governance, Appointments and Remuneration Committee will take all measures available to them to ensure that the remuneration of non-executive directors complies with the following guidelines:

   1. Non-executive directors must be remunerated in line with their actual dedication.

   2. Non-executive directors must be excluded from welfare schemes financed by the Company for cases of resignation, death or any other.

   3. The amount of the remuneration must be calculated in such a way as to offer incentives for their dedication, but not to create a barrier to their independent opinion.

      In turn, in connection with executive directors, the fundamental criteria is that of offering remuneration schemes which make it possible to attract, retain and motivate outstanding professionals, with a view to enabling the Company to achieve its strategic objectives within the increasingly competitive and internationalized context in which it pursues its activities.

      Consequently, this Remuneration Policy is based on the following principles and criteria:

      1. Creation of value at the Company in the long term, aligning its remuneration systems 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.

      Additionally, 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.

      Lastly, it is placed on record that the market remuneration report issued by Willis Towers Watson, a company specializing in the strategy and design of compensation packages for senior executives and directors, was taken into account in setting the remuneration of the Chief Executive Officer.

3. Consideration given to employment conditions in the Prosegur Group

   When determining the remuneration of the Executive Directors, and specifically, that of the Chief Executive Officer, consideration has been given to the conditions of employment and remuneration levels of the Prosegur Group's workforce. In particular, the principles of the remuneration system for Executive Directors are in line with the general remuneration programs for executives of the Prosegur Group, the aim being, in all cases, to foster commitment on the part of all Group professionals to the creation of value sustainable in the long term, to ethical principles, and to excellence in performance, and to promote the strategic and digitalization objectives of the Prosegur Group.

4. Remuneration scheme for holding office as director, as such 1.- Company Policy

   Pursuant to article 22.3 of the bylaws, the office of director is remunerated.

   The remuneration that may be paid by the Company to all of its directors collectively, in their capacities as such, may not exceed the maximum amount stipulated for such purpose by the General Shareholders' Meeting, which shall remain in force until the General Shareholders' Meeting resolves to amend it. In this respect, the Company's General Shareholders' Meeting held on May 29, 2017 resolved to set at €2,000,000, effective for 2017 and subsequent years, the maximum amount of total annual remuneration payable by the Company to all its directors, in their capacity as such, excluding the remuneration of executive directors for executive functions.

   The determination of the specific amount to be paid within this limit and the distribution thereof among the different Board Members shall correspond to the Board of Directors, at the proposal of the Sustainability, Corporate Governance, Appointments and Remuneration Committee.

   Bearing in mind the maximum limit indicated above, the remuneration of directors, in their capacity as such, is structured, within the statutory and by-law 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, in their capacity 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.- Application envisaged for the 2026 financial year

   For 2026, the Board of Directors has considered it appropriate to update the remuneration of the directors, in their capacity as such and, in particular, to increase the amount of the attendance fees. As a result, it has approved the following amounts for 2026:

   	Chair	Member
   Board of Directors
   Annual fixed allowance	€90,000	€90,000
   Attendance fees	€2,500	€2,500
   Audit Committee
   Annual fixed allowance	€36,000	€26,000
   Attendance fees	€2,500	€2,500
   Sustainability, Corporate Governance, Appointments and Remuneration Committee
   Annual fixed allowance	€20,000	€15,000
   Attendance fees	€2,500	€2,500

   Also, for holding office as Chair of the Company's Board of Directors, the Board has approved specific remuneration, additional to that referred to above, consisting of an annual fixed allowance of €550,000.

   Subject at all times to the limit imposed by the General Shareholders' Meeting on the total remuneration of all directors, in their capacity as such (currently, as indicated above, €2,000,000), the Board of Directors, following a report by the Sustainability, Corporate Governance, Appointments and Remuneration Committee and pursuant to the bylaws, may adjust the foregoing amounts for 2026 and future years.

5. Remuneration scheme for the discharge of executive functions 1.- Company Policy

   The remuneration receivable by executive directors for the discharge of executive functions at the Company (different, therefore, from the functions linked to their office as Board member, which will be remunerated pursuant to the preceding section of this Remuneration Policy), 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 presence.

   2. Remuneration of the post-contractual non-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.

   3. 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 short-term variable remuneration (annual bonus) and long-term variable remuneration (long-term incentive - LTI).

      1. Short-term variable remuneration (annual bonus): The annual bonus shall be payable in cash and linked to the achievement of the Company's economic and financial targets in terms of value creation, based on metrics relevant to the business for the reference period.

         The target amount cannot exceed 100% of the annual fixed remuneration and the maximum amount, 150% of such remuneration.

         The Sustainability, Corporate Governance, Appointments and Remuneration Committee must assess fulfillment of the objectives for the annual bonus at the end of each year. In doing so, the Sustainability, Corporate Governance, Appointments and Remuneration Committee may receive advisory services from an independent expert.

         This assessment is performed on the basis of audited results, which are analyzed in the first instance by the Audit Committee, and on the degree of achievement of the objectives. The Sustainability, Corporate Governance, Appointments and Remuneration Committee also considers the quality of results in the long term, any risk associated with the variable remuneration proposal and other relevant aspects such as the impact of the exchange rate or similar.

         Following this analysis, the Sustainability, Corporate Governance, Appointments and Remuneration Committee establishes a proposal for the bonus, which is submitted to the Board of Directors for approval.

      2. Long-term variable remuneration (long-term incentive - LTI): The Company also envisages the application of long-term incentive schemes to its executive directors (multi-year bonuses, plans based on the award of shares, stock options or warrants, or referenced to share value, or analogous systems) linked to the Company's performance in relation to certain economic-financial parameters aligned with the Company's strategic objectives, with a view to retaining and motivating executive directors and creating value in the long term. Schemes linked to Company shares will be submitted to the General Shareholders' Meeting for approval, as stipulated by law.

         In this respect, the 2026-2027 Long-Term Incentive Plan for the Chief Executive Officer and the executives of the Prosegur Group ("2026-2027 LTI"), consisting of a long-term remuneration system tied to the performance of the Company as regards certain parameters in line with its strategic plan, with the aim of retaining and motivating the plan beneficiaries and creating long-term value for shareholders, will be proposed to the Company's General Shareholders' Meeting of April 30, 2026 for approval.

         The objectives of the 2026-2027 LTI will be linked to the creation of value at Prosegur Compañía de Seguridad, S.A. at global or unit level (region or country), based on the post

         and the responsibility of each beneficiary, with value creation being calculated on the basis of the relevant business metrics for the period of reference. In the case of the Chief Executive Officer, the 2026-2027 LTI envisages payment of the incentive through the delivery of shares in the Company and/or in cash.

         The maximum number of shares allocated to the 2026-2027 LTI is 2,061,153 common shares with a par value of €0.06 each, representing 0.38% of the Company's current capital stock, of which up to a maximum of 998,202 common shares with a par value of €0.06 each may be allocated to the Chief Executive Officer.

         The 2026-2027 LTI covers the years 2026 and 2027 (the reference performance period). The incentive to be received, if any, will be paid 100% in shares of the Company. However, it is at the Company's discretion whether to deliver shares or the corresponding cash amount. The delivery of shares or the payment in cash to the Chief Executive Officer will be made, where appropriate, in a single payment during 2028 or 2029.

         Under the 2026-2027 LTI, the beneficiaries are required to return the amount corresponding to any variable compensation received (clawback) when it has been verified that the payment was not in line with the established performance conditions or that it was paid on the basis of information subsequently shown to be inaccurate.

      3. 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, in accordance with the Company's policies. In any case, remuneration in kind cannot exceed 30% of the annual fixed remuneration.

   2.- Application envisaged for the 2026 financial year

   It is envisaged, for 2026, that the composition of the remuneration package of the Chief Executive Officer, Mr. Christian Gut Revoredo, will be in line with that indicated below.

   For such purpose, regard must be had to the fact that, notwithstanding the foregoing, Mr. Christian Gut Revoredo also holds, as executive director, the office of Executive Chair of Prosegur Cash, S.A., a listed subsidiary of the Company, combining both relationships (Chief Executive Officer of the Company and Executive Chair of Prosegur Cash, S.A.) and dividing his time between the two companies reasonably and equitably so that he may adequately attend to the businesses of both, also receiving the related remuneration from Prosegur Cash, S.A., pursuant to its directors' remuneration Policy and to the annual report on directors' remuneration of Prosegur Cash, S.A.

   1. Fixed remuneration: €625,000 gross per annum.

   2. 2026 short-term variable remuneration (annual bonus payable in 2027): target amount of

      €500,000 gross and maximum amount of €750,000 gross.

   3. Long-term variable remuneration (long-term incentive - LTI): The Chief Executive Officer (along with other executives of the Prosegur Group) is included under the 2026-2027 LTI referred to above. The objectives of such plan are linked to the creation of value for the Company at global or unit (region or country) level, based on the post held and the responsibility of each beneficiary, with value creation being calculated on the basis of the relevant business metrics for the two-year reference period, in accordance with the respective regulations governing the plans approved by the Board of Directors.

   4. Remuneration in kind: The Chief Executive Officer receives remuneration in kind consisting of life and accident insurance, health insurance, annual medical check-up and a company car, within the limit established in this Remuneration Policy.

   The Chief Executive Officer's remuneration package for 2026 and subsequent years will be reviewed within the framework of this Remuneration Policy, having regard, in particular, to the executive's worth and merits, market conditions at comparable companies, and the extent to which the review can be borne by the Company, with a maximum increase of 15% in the total package.

   BASIC TERMS OF THE CONTRACTS OF EXECUTIVE DIRECTORS

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

   1. Term

      The Chief Executive Officer's contract is for 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 Chief Executive Officer 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 to be 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.

6. Temporary exceptions

   The Board of Directors, following a favorable report by the Sustainability, Corporate Governance, Appointments and Remuneration Committee, may apply temporary exceptions to the variable components of the remuneration of the executive directors when necessary in order to serve the longterm interests and sustainability of the Company as a whole, or to ensure its viability.

7. Term

This Remuneration Policy will take effect on the date on which it is approved by the General Shareholders' Meeting, and it will apply from its approval in 2026 and during 2027, 2028 and 2029. 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.

* * *