Codere : 25/05/2016 Ordinary General Shareholder Meeting 2016

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Madrid, May 24th 2016

In accordance with article 82 of the 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 on May 24th, to convene the Ordinary 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 June 29th, 2016, at first call and at the same time and place on June 30th 2016, at second call. The Meeting will probably be held at second call, on June 30th 2016.

Attached you will find the call and agenda for the Meeting, which shall be published today, as well as the proposals of agreements which the Board of Directors submits to the General Shareholder Meeting.

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. Annual General Shareholders' Meeting

On May 24, 2016, the Company's Board of Directors resolved to convene the Annual General Shareholders' Meeting, to be held in Alcobendas, at the registered offices located at Avda. De Bruselas nº 26 (28108 Madrid) on June 29th at 13:00 PM in first call, and on June 30th at 13:00 PM in second call, in accordance with the following

AGENDA

ONE.- Examination and approval of the annual financial statements (balance sheet, income statement, statements of changes in net equity, and cash flow statement and the notes to the Financial Statements) and the management report of Codere, S.A. and the annual financial statements (balance sheet, income statement, statements of changes to net equity, and cash flow statement and the notes thereto) and the management report of its consolidated corporate group, for the financial year ended December 31, 2015.

TWO.- Examination and approval of the proposed application of earnings for the year ended December 31, 2015.

THREE.- Approval of the management carried out by the Board of Directors during 2015.

FOUR.- Board of Directors; Establishment of the number of Directors within the bylaws limits; Ratification, appointment or reappointment, if agreed, of Directors. The next proposals will be voted separately:

FIVE.- Appointment of the account auditor of Codere, S.A. and its consolidated group of companies.

SIX.- Delegation of powers to formalize, interpret, amend and enforce the resolutions adopted by the General Shareholders' Meeting.

INFORMATION ONLY OR CONSULTATIVE QUESTIONS

SEVEN.- The Annual Report on Directors' Compensation, to be submitted to a consultative vote.

SUPPLEMENT TO MEETING NOTICE. In accordance with article 519 of the Spanish Corporations Law, shareholders who represent at least three percent of the share capital may request that a supplement to this meeting notice be published, including one or more items on the Agenda for the General Meeting, provided that the new items are accompanied by a justification or, as the case may be, by a justified proposed resolution. Additionally 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. These rights 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, within five days following publication of this official meeting notice. The supplement to the meeting notice shall be published, at least fifteen days before the date set for the Meeting. 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 call.

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

3. Individual Annual Financial Statements for 2015.

4. Consolidated Annual Financial Statements for 2015.

5. Management and audit reports for 2015.

6. Report of the Board regarding the proposed reelection of Directors.

7. Proposal and Report for the reappointments made by the Corporate Governance Committee.

8. The Annual Report on the Remuneration of Directors.

9. Declaración de responsabilidad.

10. Compliance Commiteee Performance Report.