Codere : 21/10/2016 Codere Road Show Presentation October 2016

October 2016

This presentation and the information contained herein is strictly confidential and has been prepared solely for use in the roadshow presentation being given in connection with the proposed offering of senior secured notes (the "Notes"). This presentation may not be retained by you, and neither this presentation nor the information contained herein may be reproduced, further distributed to any other person or published, in whole or in part, for any purpose. This presentation has been prepared by Codere, S.A. (together with its consolidated subsidiaries, including Codere Finance 2 (Luxembourg) S.A. (the "Issuer"), the "Company"), in relation to the proposed offering of senior secured notes by the Issuer. This presentation is not research. The contents of this presentation have not been verified by the Company or the Issuer or by Merrill Lynch International (the "Global Coordinator and Sole Physical Bookrunner") or Barclays Bank PLC, Jefferies International Limited and Morgan Stanley & Co. International plc (the "Joint-Bookrunners"). Neither the Global Coordinator and Sole Physical Bookrunner or the Joint-Bookrunners have relied upon the accuracy and completeness of all of the financial accounting and other information received by them from or on behalf of the Company and all other sources and has assumed the accuracy and completeness of the presentation. In addition, the Global Coordinator and Sole Physical Bookrunner and the Joint- Bookrunners have not made an independent evaluation or appraisal of the assets and liabilities (including any derivative or off-balance sheet assets and liabilities) of the Company. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. None of the Company, the Global Coordinator and Sole Physical Bookrunner, the Joint- Bookrunners, or any of their respective shareholders, directors, officers, employees, affiliates, advisors or representatives or any other person shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation.

This document and any related oral presentation do not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. This presentation does not constitute a recommendation regarding the securities of the Company. Any decision to purchase Notes in the offering should be made solely on the basis of information to be contained in the offering memorandum published by the Company in relation to the proposed offering.

The information in this presentation has not been independently verified and will not be updated. Market data used in this presentation not attributed to a specific source are estimates of the Company and have not been independently verified. Any projections, estimates, forecasts, targets, prospects, returns and/or opinions (including, without limitation, projections of revenue, expense, net income or share performance) contained in this presentation involve elements of subjective judgment and analysis and are based upon the best judgment of the Company as of the date of this presentation. Any valuations, forecasts, estimates, opinions and projections expressed in this presentation are subject to change without notice. No representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any valuations, forecasts, estimates, opinions and projections contained in this document. In all cases, recipients should conduct their own independent investigation, appraisal of the business and financial condition of the Companies and the nature of the Notes and the information contained in this presentation. This presentation contains forward-looking statements which are based on current expectations and assumptions about future events. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's control. The Company, the Global Coordinator and Sole Physical Bookrunner or the Joint-Bookrunners, do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document. Any decision to purchase securities in the context of an offering should be made on the basis of information contained in the offering memorandum published in relation to such an offering.

This document does not constitute an offering memorandum in whole or part, and any decision to invest in the Notes should be made solely on the basis of information to be contained in the actual offering memorandum relating to the Notes and on an independent analysis of the information therein. You should consult the offering memorandum for more complete information about the Company, its subsidiaries and the Notes. The information contained herein does not constitute investment, legal, accounting, regulatory, taxation or other advice, and neither this presentation nor the information contained herein takes into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for forming your own opinions and conclusions on such matters and the market and for making your own independent assessment of an investment in the Notes.

This presentation is directed only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This presentation is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the presentation relates is available only to relevant persons and will be engaged in only with relevant persons. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to it.

This presentation has been prepared on the basis that the offer of the Notes contemplated and any further offer of the Notes in any Member State (each, a "Relevant Member State") of the European Economic Area ("EEA") that has implemented Directive 2003/71/EC (the "Prospectus Directive") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, no prospectus in relation to the offer of the Notes contemplated in this presentation is required, and any person making or intending to make any offer within the EEA of the Notes, which are the subject of the offering discussed in this presentation, must only do so in circumstances in which no obligation arises for the Company, the Issuer, the Guarantors, the Global Coordinator and Sole Physical Bookrunner or the Joint-Bookrunners to produce a prospectus for such offer. Any advertisement (as defined in Regulation (EC) No. 809/2004) in relation to any such offering shall include a warning that no prospectus is required in accordance with the Prospectus Directive. Neither the Issuer nor the Guarantors nor the Global Coordinator and Sole Physical Bookrunner or the Joint-Bookrunners has authorized, nor do they authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the Global Coordinator and Sole Physical Bookrunner or the Joint-Bookrunners, which constitute the final placement of Notes contemplated in this presentation.

The information contained in this presentation is not for publication, release or distribution. This presentation is not an offer for securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended, or in any other jurisdiction absent compliance with the securities laws of such jurisdiction. There is no intention to conduct a public offering of the securities in the United States or to register the offering with the United States Securities Exchange Commission. This document must not be acted on or relied on by person by persons who are not eligible to invest in the Notes. The Global Coordinator and Sole Physical Bookrunner and the Joint-Bookrunners are acting for the Company in connection with the proposed offering and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Global Coordinator and Sole Physical Bookrunner and the Joint-Bookrunners, nor for providing advice in relation to the proposed offering or any other matter referred to herein. Any prospective purchaser of the Notes is recommended to seek its own independent financial advice. The Global Coordinator and Sole Physical Bookrunner and the Joint-Bookrunners have not authorised the contents of, or any part of, this document. The Global Coordinator and Sole Physical Bookrunner, the Joint-Bookrunners and/or their affiliates may from time to time have positions in, and buy or sell loans, securities and investments identical or related to those mentioned in this presentation. The Global Coordinator and Sole Physical Bookrunner and the Joint-Bookrunners may provide investment banking services for the companies mentioned in this presentation and may from time to time participate or invest in commercial banking transactions (including, without limitation, loans) with companies mentioned in this presentation. Accordingly, information may be available to the Global Coordinator and Sole Physical Bookrunner and the Joint-Bookrunners which is not reflected in this document. The Global Coordinator and Sole Physical Bookrunner and the Joint-Bookrunners may make a market in the securities described in this document. Accordingly, the Global Coordinator and Sole Physical Bookrunner and the Joint-Bookrunners may actively trade these securities for their own accounts and those of their customers and, at any time, may have a long or short position in these securities or derivatives related hereto. The Global Coordinator and Sole Physical Bookrunner and the Joint-Bookrunners are not a tax advisor. The tax implications of an investment in the securities most be verified by independent tax counsel before proceeding with any such investment.

By attending the meeting you agree to be bound by the foregoing limitations. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.