4820a18a-f595-4558-b3a0-1d46d2bee86c.pdf



Avda. de Bruselas, 26 28108 Alcobendas Madrid

Telf: 91 354 28 00

Fax: 91 662 70 70


Madrid, 15 April 2016


In accordance with article 228 of the refunded text of the Spanish Stock Market Act approved by the Royal Legislative Decree 4/2015, of 23 October, CODERE, S.A. hereby informs about the following:


SIGNIFICANT EVENT


On the date hereof the parties intervening in the Shareholders Agreement have delivered to Codere, S.A. a copy of the Shareholders Agreement and have requested it, pursuant to article

531.3 of the Royal Legislative Decree 1/2010, of 2 July, approving the consolidated text of the Spanish Companies Law, to publish a copy of the Shareholders Agreement that is attached to this Significant Event.


Luis Argüello Álvarez

Secretary to the Board of Directors

Execution version



SHAREHOLDERS' AGREEMENT


relating to


CODERE, S.A.


between


THE KEY EXECUTIVES JAMS HOLDING COMPANY THE INVESTOR SHAREHOLDERS


and


CODERE, S.A.


Madrid, April 6, 2016



INDEX



  1. DEFINITIONS AND INTERPRETATION 2

    1. DEFINITIONS 2

    2. INTERPRETATION 14

    3. PURPOSE 17
    4. EFFECTIVENESS AND NOTARIZATION 18

      1. EFFECTIVENESS 18

      2. ACCESSION BY THE COMPANY AND NOTARIZATION 18

      3. IMPLEMENTATION MATTERS 18

        1. FORMATION OF THE BOARD 18

        2. SHAREHOLDER RESOLUTIONS 19

        3. CONFLICTS OR INCONSISTENCIES 20

        4. EFFECTUATING THE INTENT OF THE PARTIES 20

        5. GOVERNANCE 21

          1. GOVERNING BODIES 21

          2. THE GENERAL SHAREHOLDERS' MEETING 21

          3. THE BOARD 22

          4. THE EXECUTIVE CHAIRMAN 34

          5. THE SENIOR MANAGEMENT 36

          6. THE BOARD COMMITTEES 37

          7. CAPITAL RAISE 39

            1. VALID BUSINESS PURPOSE 39

            2. FAIR MARKET VALUE AND FACE VALUE 40

            3. PRE-EMPTIVE RIGHTS 40

            4. DEBT CAPITALIZATION 41

            5. SUBSCRIBERS OF SHARES TO BECOME PARTIES 41

            6. INTRA-GROUP REORGANIZATIONS 42
            7. IPO 42

              1. GENERAL 42

              2. IPO PARTICIPATION RIGHTS 43

              3. IPO ARRANGEMENTS 43

              4. MERGERS 44

                1. APPROVAL OF THE MERGER 44

                2. CONSEQUENCES OF THE PROPOSED MERGER 44

                3. TRANSFERS 45

                  1. GENERAL PRINCIPLE 45

                  2. OWNERSHIP RESTRICTED THRESHOLD 45

                  3. RESTRICTED TRANSFERS 47

                  4. FURTHER ARRANGEMENTS IN RESPECT OF TRANSFERS 47

                  5. INDIRECT TRANSFERS AND AGREEMENTS TO ACT IN CONCERT 47

                  6. EXIT 48

                    1. EXIT TRIGGER EVENTS 48

                    2. EXIT PROCESS 48

                    3. DRAG-ALONG RIGHT 51

                    4. REJECTED OFFER 52

                    5. FURTHER EXIT ARRANGEMENTS 53

                    6. BUY-SELL OPTION 54

                      1. BUY-SELL OPTION 54

                      2. BUY-SELL OPTION TRIGGER EVENTS 57

                      3. REFERENCE DATE OF THE BUY-SELL OPTION PERIOD 59

                      4. GENERAL TERMS OF THE BUY-SELL OPTION 60

                      5. REPORTING 63
                      6. CONFIDENTIALITY 64
                      7. PUBLIC ANNOUNCEMENTS 65
                      8. REPRESENTATIVES 65

                        1. KEY EXECUTIVE PARTIES' REPRESENTATIVE 65

                        2. INVESTOR SHAREHOLDERS' REPRESENTATIVE 65

                        3. REPRESENTATIVES' SUCCESSORS 66

                        4. ACCEDING SHAREHOLDERS 66

                          1. ACCESSIONS 66

                          2. REPRESENTATIONS 67

                          3. TERMINATION 67

                            1. AUTOMATIC TERMINATION 67

                            2. OTHER TERMINATION 67

                            3. EFFECT OF TERMINATION 68

                            4. MISCELLANEOUS 68

                              1. NOTICES 68

                              2. EXERCISE, EXECUTION AND ENFORCEABLE NATURE OF THE OPTIONS 70

                              3. REMEDIES 71

                              4. PARTIES' RIGHTS AND OBLIGATIONS 71

                              5. FURTHER ASSURANCE 71

                              6. ASSIGNMENT 71

                              7. ENTIRE AGREEMENT 71

                              8. AMENDMENTS AND WAIVERS 71

                              Codere SA issued this content on 15 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 April 2016 18:06:22 UTC

                              Original Document: http://www.codere.com/en/shareholders-investors/significant-events/15/04/2016-publication-of-the-shareholders-agreement/