Codere S A : 21/05/2021 Q1 Financial Statements with Limited Review

Report on Limited Review

CODERE, S.A. AND SUBSIDIARIES

Interim Condensed Consolidated Financial Statements for the three-month period ended

March 31, 2021

Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the

Spanish-language version prevails

REPORT ON LIMITED REVIEW OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

To the Shareholders of CODERE, S.A. AND SUBSIDIARIES at the request of Board of Directors:

Report on the interim condensed consolidated financial statements

Introduction

We have carried out a limited review of the accompanying interim condensed consolidated financial statements (hereinafter the interim financial statements) of CODERE, S.A. (hereinafter the parent) and subsidiaries (hereinafter the Group), which comprise the consolidated balance sheet at March 31, 2021, and the income statement, the statement of comprehensive income, the cash flow statement, the statement of changes in equity, and the condensed explanatory notes, all of which condensed and consolidated for the three-month period then ended. The parent's directors are responsible for the voluntarily preparation of said interim financial statements in accordance with the requirements established by IAS 34, "Interim Financial Reporting", adopted by the European Union for the preparation of interim condensed financial reporting in conformity with rule three of Circular 3/2018 of the CNMV, Spain's securities market regulator. Our responsibility is to express a conclusion on these interim financial statements based on our limited review.

Scope of review

We have performed our limited review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Reporting Performed by the Independent Auditor of the Entity". A limited review of interim financial statements consists of making enquiries, primarily of personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A limited review is substantially less in scope than an audit carried out in accordance with regulations on the auditing of accounts in force in Spain and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the accompanying interim financial statements.

Conclusion

During the course of our limited review, which under no circumstances can be considered an audit of accounts, no matter came to our attention which would lead us to conclude that the accompanying interim financial statements for the three-month period ended March 31, 2021 have not been prepared, in all material respects, in accordance with the requirements established by International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union in conformity with rule three of Circular 3/2018 of the CNMV, Spain's securities market regulator, for the preparation of interim financial statements.

2

Emphasis paragraphs

We draw attention to the matter described in note 2.a.1 of the accompanying interim consolidated financial statements for the three months ended March 31, 2021, which discloses, among other things, that the Group presented negative working capital at the reporting date and that the negative direction taken by the pandemic induced by COVID-19 is having a material impact on its ability to generate revenue, triggering significant liquidity issues. As a result, as outlined in that same note, the Group is in the midst of a corporate restructuring and refinancing process. These circumstances indicate that a material uncertainty exists that may cast significant doubt on the Group's capacity to continue as a going concern. This matter does not modify our conclusion.

Additionally, we draw attention to the matter described in accompany explanatory Note 2, which indicates that the abovementioned accompanying interim financial statements do not include all the information that would be required for complete consolidated financial statements prepared in accordance with International Financial Reporting Standards, as adopted by the European Union. Therefore, the accompanying interim financial statements should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2020. This does not modify our conclusion.

Paragraph on other issues

This report has been prepared at the request of Board of Directors of the Group.

(signed on the original version In Spanish)

____________________________

José Enrique Quijada Casillas

May 20, 2021

CODERE, S.A. and subsidiaries

Interim condensed consolidated financial statements for the three months ended

March 31, 2021

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