Codere : 26/08/2016 Changes to Regulations of the Board

Madrid, August 26, 2016

In accordance with article 82 of law 24/1988 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:

The Board of Directors, in its meeting held yesterday, has unanimously agreed to modify the Regulations of the Board of Directors of Codere S.A., in order to adapt the name, responsibilities and functions of certain committees to legal requirements, as well as to adjust it to certain Recommendations of the Code of best practices in corporate governance for listed companies, and to include improvements in the operation of the Board. The amended text is attached to this communication.

Yours faithfully,

Luis Argüello Álvarez

Secretary of the Board of Directors

REGULATIONS OF THE BOARD OF DIRECTORS

OF CODERE, S.A.

TITLE I.- COMPOSITION OF THE BOARD OF DIRECTORS AND DIRECTORS' BY-LAWS

1.- The number of Directors, between the maximum and minimum foreseen in the By-laws, will be determined by the General Meeting.

The Board will propose to the General Meeting a number of directors that is most adequate to ensure its effective and cooperative operation, which will be no less than five (5) or more than fifteen (15).

2.- Any individuals appointed as Directors, apart from the conditions imposed by the Act and the By-laws, will also meet those foreseen in these Regulations. At the time of undertaking their post, they formally agree to fulfil the obligations and duties foreseen therein.

3.- In the exercise of their right of proposal to the General Meeting and right of co-optation to cover any vacancies, the Board of Directors will ensure that three types of Directors exist amongst its members:

1. Executive Directors

2. Directors representing substantial shareholders ("consejeros dominicales")

3. Independent Directors

4.- For the purposes of these Regulations, Executive Directors will be those who are assigned senior management tasks or are employed by the company or its group.

Nevertheless, any Directors who are Senior Executives or Directors of the Company's parent companies will not be considered to represent substantial shareholders.

Whenever a Director is exercising senior management duties and, at the same time, is or represents a substantial shareholder or one that is represented on the Board, he will be considered an "executive" or "internal" Director for the exclusive purposes of these Regulations.

5.- For the purposes of these Regulations, the following Directors will be considered to represent substantial shareholders:

1. Any who hold a shareholding that is higher than or equal to the one legally considered as substantial, or who were appointed due to their shareholder status, even if their shareholding does not reach said amount.

2. Those who represent shareholders from amongst those indicated in the foregoing section. To this effect, it will be presumed that a Director represents a shareholder when:

3. He was appointed whilst holding the right of representation.

4. He is a Director, Senior Executive, employee or non-occasional supplier of services to said shareholder, or to companies belonging to its same group.

5. The corporate documentation indicates that the shareholder has accepted that the Director was appointed by or represents the same.

6. He is the spouse, related person due to an analogous link of affection, or relative up to the second degree of a substantial shareholder.

6.- For the purposes of these Regulations, Independent directors will be those who, when appointed based on their personal and professional circumstances, can exercise their duties without being conditioned by any relations held with the Company, its substantial shareholders or executives.

The following individuals may never be classified as Independent Directors:

1. Former employees or Executive Directors of group companies, unless 3 or 5 years have elapsed, respectively, since said relationship ended.

2. If they receive from the Company or its same group any amount or benefit, other than as Director's remuneration, unless it is insubstantial.

   For the purposes of this section, any dividends or complementary pension payments received by the Director further to his former professional or employment relationship will not be taken into account, as long as said complementary payments are not conditional and, consequently, the Company paying them may not at its own discretion, without a breach of obligations, suspend, modify or revoke their accrual.

3. Individuals who are, or who have been during the past 3 years, partners of the external auditor or entity in charge of the auditing report, whether in the case of an audit during said period of the listed Company or any other group Company.

4. Individuals who are Executive Directors or Senior Executives of another Company, in which any Executive Director or Senior Executive of the Company is an External Director.

5. Individuals who hold, or who have held during the past year, a significant business relationship with the Company or with any group Company, whether in their own name or as a substantial shareholder, Director or Senior Executive of an entity that holds or had held such relationship.

   Business relations will refer to those of a supplier of goods or services, including financial, advisory or consultancy services.

6. Substantial shareholders, Executive Directors or Senior Executives of an entity that receives, or has received during the past 3 years, significant donations from the Company or its group.

   This point will not include any individuals who are mere sponsors of a foundation that receives donations.

7. Individuals who are spouses, related persons due to an analogous link of affection, or relatives up to the second degree of an Executive Director or Senior Executive of the Company.

8. Individuals not proposed, whether for appointment or renewal, by the Appointments, Remuneration and Corporate Governance Committee.