Madrid, October 6th 2016

In accordance with article 228 of the Royal Legislative Decree 4/2015, October 23rd which approves the consolidated Spanish Stock Market Act, Codere S.A. hereby informs the Comisión Nacional del Mercado de Valores (Spanish stock market regulator) about the following:

SIGNIFICANT EVENT

The Board of Directors of "CODERE S.A." has resolved to convene the Extraordinary General Shareholder Meeting to be held at the Company's head office located at Avda. De Bruselas nº 26, (28108 Alcobendas, Madrid), at 13:00 on November 10th, 2016, on first call and at the same time and place on November 11th 2016, on second call.

Attached you will find the call and agenda for the Meeting, which shall be published in the next days under the legal and statutory expected terms , as well as the full text including the proposals of agreements which the Board of Directors submits in connection with the various points of the aforementioned agenda.

These documents together with the additional information are available to shareholders at the Company's registered office so that they can exercise their right of information. Additionally, these documents are accessible on-line via the Company's website www.codere.com.

Kind Regards

Luis Argüello Álvarez Secretary of the Board.

CODERE, S.A. Extraordinary General Shareholders' Meeting

The Company's Board of Directors has resolved to convene an Extraordinary General Shareholders' Meeting, to be held in Alcobendas, at the registered offices located at Avda. De Bruselas nº 26 (28108 Madrid) on November 10th, 2016 at 13:00 PM in first call, and on November 11th, 2016 at 13:00 PM in second call, in accordance with the following

AGENDA ONE.- Amendment of the following sections of the Bylaws:

1.1.Amendment of section 24.1 of the Bylaws. 1.2.Amendment of section 24.5 of the Bylaws.

TWO.- Approval of the Remuneration Policy for Directors. THREE.- Issuance of 140,539,698 warrants (Warrants A) which include the right to subscribe for new ordinary Shares of Codere S.A. to be paid up by means of cash contributions, and consequently an increase of the share capital to allow its exercise, excluding pre-emptive rights, to be delivered free of consideration to the Executive Directors. Delegation of powers. FOUR.- Issuance of 140,539,698 warrants (Warrants B) which include the right to subscribe for new ordinary Shares of Codere S.A. to be paid up by means of cash contributions, and consequently an increase of the share capital to allow its exercise, excluding pre-emptive rights, to be delivered free of consideration to the senior management of the Codere Group. Delegation of powers. FIVE.- Authorisation to the Board of Directors, with express power of substitution, for a term of five years, to issue debentures or bonds that are exchangeable for and/or convertible into shares of the Company and warrants on newly-issued or outstanding shares of the Company or of other companies, with a maximum nominal limit of 25,297,145.61.-€. The authorisation includes the delegation of such powers as may be required to: (i) determine the basis for and terms and conditions applicable to the conversion, exchange, or exercise; (ii) increase share capital to the extent required to accommodate requests for conversion, exchange, or exercise; and (iii) exclude the pre-emptive rights of the shareholders in connection with the issues, limited to a maximum nominal amount of 5% of the share capital. SIX.- Amendment of the Regulations of the General Shareholders Meeting. 6.1. Amendment of Section 7 of the Regulations of the General Shareholders Meeting by including a new paragraph (q). SEVEN.- Delegation of powers to formalize, interpret, amend and enforce the resolutions adopted by the General Shareholders' Meeting. INFORMATION ONLY EIGHT.- Report on the amendment of the Regulations of the Board of Directors. REASONED PROPOSALS FOR RESOLUTIONS. In accordance with article 519.3 of the Spanish Corporations Law, shareholders who represent at least three percent of the share capital may file substantiated proposed resolutions regarding topics included or which may be included on the Agenda for the General Meeting. This right may be exercised by attestable notice which must be received at the Company's registered offices, Avda. Bruselas 26, Alcobendas 28108 Madrid, to the attention of the Secretary of the Board of Directors (Mr. Luis Argüello Álvarez), within five days following publication of this official meeting notice indicating: i) identity of the shareholder exercising the right;

ii) number of shares held; iii) an original certificate issued by the corresponding deposit entities, proving the ownership of the shares at the date of this call; iv) whole text of each substantiated proposed resolutions regarding topics included or which may be included on the Agenda and v) any other relevant documents.

The Company will publish these proposed resolutions and the documentation attached including them into its website.

RIGHT TO ATTEND AND VOTING: In accordance with article 11 of the bylaws, with one hundred shares or more, who have their shares recorded in the pertinent book- entry ledger five days in advance of the meeting being held. They shall hold the relevant attendance card or similar document to prove they are shareholders. Shareholders who do not hold sufficient shares to attend the General Shareholders Meeting may group them together with those of other shareholders who do not have the right to attend until they reach the required minimum, appointing a representative.

Each share shall give the right to one vote, although in no case may a single shareholder, companies belonging to the same group or persons acting in a concerted manner in conjunction with the foregoing, cast a number of votes at a General Meeting in excess of those corresponding to shares which represent 44% of the share capital, even if the number of shares owned exceeds the aforementioned percentage of the share capital, without prejudice to the provision made in article 527 of the Companies Act.

This restriction does not affect those votes pertaining to the shares for which a shareholder holds a proxy as a consequence of the provision made in article 13 below, although, the restriction established above shall also apply in relation to the number of votes pertaining to the shares of each shareholder represented.

In accordance with legislation and the provisions, where applicable, laid down in the Articles of Association, shareholders may exercise their right to vote in relation to the proposals on the matters on the agenda by post, electronic or any other remote means of communication, as long as the identity of the shareholder exercising the right to vote is duly guaranteed. To exercise the vote by post, the shareholders wishing to do so shall send the Company, directly or through the deposit entities, the attendance card duly completed and signed which must be received five days in advance of the meeting being held in first call.

REPRESENTATION: All shareholders with the right to attend may be represented at the General Meeting by another person, even though said person is not a shareholder, using the delegation formula. One shareholder may not be represented by more than one representative at the same General Shareholders Meeting.

Representation shall be awarded specially for each General Shareholders Meeting in writing. Representation shall be revocable under all circumstances, where it shall be understood as revoked by the personal attendance at the meeting of the represented party.

RIGHT TO INFORMATION: Shareholders may request from the Board of Directors, until the fifth day prior to the scheduled date of the General Meeting, or verbally during the meeting, the information or explanations they consider necessary or submit any written questions they deem appropriate on the matters contained in the agenda or on publicly available information that has been provided by the Company to the National Securities Exchange Commission since the conclusion of the last General Meeting and on the auditor's report.

Shareholders have the right to check at the registered office (Monday through Friday, from 08:00am to 15:00 pm) all the documents related with the agenda including:

  1. The full text of the notice calling the shareholders' meeting.

  2. the full text of all the resolutions proposed by the Board, and the reports of the Board in the required issues;

  3. Written report justifying the proposal by the Board to amend the bylaws, and wording or the proposed amendment in full.

  4. The Board of Directors' proposal for the remuneration policy for Directors.

  5. Specific report from the Corporate Governance Committee on the remuneration policy for Directors.

Codere SA published this content on 06 October 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 October 2016 14:56:08 UTC.

Original documenthttp://www.codere.com/en/shareholders-investors/significant-events/06/10/2016-extraordinary-general-shareholder-meeting/

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