CODERE, S.A.

IN LIQUIDATION

Liquidator's Report

On December 10, 2021, the extraordinary shareholders meeting of Codere, S.A. (the "Company")
decided on the dissolution of the company and the appointment of the sole liquidator to the commercial entity
Corporate Liquidation Services, S.L. (the "Liquidator").

In accordance with the provisions of Article 388, paragraphs 1 and 2 of the Companies Act
By means of this document, the Liquidator presents a report to the shareowners and to
the creditors of the Society of the actions developed up to this moment, as well as
of the current status of the liquidation.

A. MAIN ACTIONS DEVELOPED / CURRENT MATTERS

1. Registration of the liquidation and the appointment of the liquidator

Once the position was accepted by the Liquidator, the necessary actions were carried out.
for access to the Mercantile Registry, the liquidation agreement, the appointment
from the liquidator, its acceptance by him and the designation of its representative person
physics for the effects required by commercial legislation, all of which was duly
registered on February 16, 2022.

2. Service Provision Contract

Given that the Society lacked (and lacks) any own means (physical, technical
or humans) having always relied on those of the societies they had composed
on December 10, 2021, Codere, S.A. in liquidation signed a contract
of service provision with Codere NewCo, S.A.U., by which the latter company is
forced to provide support services to Codere, S.A. in administrative and accounting matters,
computer science, tax compliance, document custody, compliance with standards
data protection and other areas, free of charge during the first year of
contract life and under market conditions to negotiate from that moment on.

3. Revocation of powers

Examined the structure of powers of the Company in force until its liquidation.
For reasons of prudence, the liquidator proceeded to revoke all powers granted.
except for those indispensable for Codere NewCo, S.A.U. to be able to fulfill the

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 service provision contract and certain powers for lawsuits, and warned the
attorneys who retained their powers over how to exercise them, always prior
instruction of the Liquidator.

4. Bank accounts

After considering the banking account system maintained by the Society, for reasons of
economy the Liquidator decided to concentrate all activity in a single entity of the
maximum solvency among those with whom the Society and its former group had been
working previously, the Banco Bilbao Vizcaya was selected for this purpose.
Argentaria, S.A.

5. Liquidation of the Luxembourg subsidiary

Before the settlement of the Company is agreed, and as a consequence of the prior
restructuring of the Codere group that became effective on November 19, 2021,
Codere, S.A. had also initiated the dissolution and liquidation of its only subsidiary after the
Restructuring: the Luxembourg company Codere Luxembourg 1 S.à.r.l.

Upon the settlement of Codere, S.A., the necessary procedures were completed to
finalize the settlement of the mentioned subsidiary, which was completed on December 24, 2021.

As a result of that liquidation, the Company became the direct owner of the shares.
of Codere New Topco, S.A., Class B, and of the warrants issued by Codere New Topco,
S.A., of which that subsidiary was the holder.

However, in order to be recognized as a partner of Codere New Topco, S.A. and to be able to exercise
the corresponding rights, the Society needed to adhere to the agreement between partners
granted by the partners of Codere New Topco, S.A. on November 19, 2019,
subrogating itself in the position that Codere had previously held
Luxembourg 1 S.à.r.l.: therefore, thus it was urged, following the procedures established by itself
agreement among partners for this purpose.

As the agreement between partners is governed by English law, and that Codere
New Topco, S.A. is a Luxembourg company, additionally a report was requested.
legal under English law and under Luxembourg law to determine the rights and
obligations of the Company as a partner of Codere New Topco, S.A. and as part of the aforementioned
agreement among partners (so that such rights and obligations could be taken into
consideration for the defense of the interests of Society, as well as for a further
sale of the shares and warrants issued by Codere New Topco, S.A. owned by the
Society.

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6. Credit line from Codere Newco, S.A.U.

On January 7, 2022, the Company signed a credit line contract with Codere Newco,
S.A.U. under which Codere, S.A. in liquidation may dispose of up to 173,040 euros
during the twelve months following (until January 7, 2023), in one or two
provisions, with maturity and full reimbursement of the amounts owed on the 7th of
January 2024, with the principal received to be allocated to the payment of the insurance premium of
civil liability of the Liquidator, whose premium is borne by the Company in accordance
with the resolution by the Extraordinary General Meeting of the Society held on the 10th of
December 2021, in its agreement 5.3 (on the remuneration of the Liquidator).

This line of credit, however, has not been made available, nor does the Liquidator plan to do so.
use of it, given that the Society has cash to meet its obligations
and given the high interest rate required by the lender (13.87% annually, which would be,
agreement with what was invoked by Codere Newco, S.A.U., its effective cost of funds.

7. Interim financial information

According to the requirements of the securities market regulations, on February 28

In 2022, the company submitted interim financial information to the CNMV.
corresponding to the second half of 2021. This information was also made available to
disposition of the shareholders and the market through the Company's website.

8. Inventory and balance

In accordance with the requirements of Article 383 of the Capital Companies Act, on the 10th of
March 2022 - that is, within three months from the opening of the liquidation - the
The liquidator prepared the balance sheet and inventory of the Company, referencing the date on which
its dissolution had been agreed upon. Additionally, the balance was subject to a report of
interim balance audit issued by the independent auditor Ernst & Young, S.L.
Said balance, the referred audit report and the inventory as of December 10, 2021
were made available to the shareholders and transferred to the market through its
communication to the CNMV as "Other relevant information", as well as through the
Society's website.

9. Valuation of the shares and warrants of Codere New Topco, S.A.

Given that the main asset of the Company is the securities (stocks and warrants) of its
property issued by Codere New Topco, S.A., prior to the formulation of
the annual accounts (and the formulation of the liquidation balance referred to in the section
the Liquidator commissioned internationally renowned firms to
update (as of December 10 and 31, 2021) of the valuations that had been
carried out earlier in the context of the group's restructuring process
Codere.

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10. Audit contract

The auditing firm Ernst & Young, S.L. was reappointed as the auditor of the Company for the
period of three (3) years by agreement adopted at the General Meeting held on the 26th of
June 2019 (consequently, that firm continues to be the auditor of the Company until
day of the date).

However, the audit contract entered into with Ernst & Young, S.L. referred not only to
to the audit of Codere, S.A., but to that of its consolidated group (anticipating some fees
suitable for such a workload): what had lost meaning after the restructuring
(al no existir ya filiales de Codere, S.A.). Por tanto, se negoció un nuevo acuerdo de
fees for the issuance of the relevant audit report for Codere, S.A. in liquidation,
on an individual basis.

Additionally, a request was made to the Commercial Registry for the revocation of the appointment of
Ernst & Young, S.L. as auditor of the (now non-existent) consolidated group.

11. Preparation of annual accounts

On March 30 of the current year, the Liquidator prepared the annual accounts of Codere, S.A.
in liquidation. These accounts were the subject of an audit report issued by Ernst &
Young, S.L. on the same date, without reservations. Both the prepared accounts and the
the corresponding audit report was forwarded to the shareholders and to the
market through its communication to the CNMV, as well as through the website of the
Society.

12. Annual corporate governance report

In accordance with the provisions of Article 540 of the Capital Companies Act, on the date
On March 30, 2022, the Company submitted its annual corporate governance report to the CNMV.
corresponding to the 2021 exercise. This report was also made available to the
Dear shareholders through the Company's website.

13. Annual remuneration report of the directors

Likewise, in accordance with the provisions of Article 541 of the Companies Act.
from Capital, on March 30, 2022 the Company sent the annual report to the CNMV
remunerations of the board members. As in the previous case, that report was also
made available to the shareholders through the Company's website.

14. Exclusion from quotation

The shareholders' meeting of Codere, S.A. held on December 10, 2021, agreed
request the CNMV to suspend the trading of the company's shares and that,
when appropriate, they would proceed to exclude him from the quotation.

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 On December 14 of the following year, the CNMV effectively adopted the agreement to suspend the
negotiation of the shares of Codere, S.A. in liquidation, effective on the 17th of
December 2021. After that, for several months he monitored the process of
dissolution of the Company and verified the compliance by Codere, S.A., in liquidation, of
its obligations as a listed company, keeping the conversations and
telematic meetings with the Liquidator that the supervisor deemed appropriate.

Finally, under the provisions of Article 21.2 c) of Royal Decree-Law 21/2017,

on December 29, the Executive Committee of the CNMV, in its meeting on April 28, 2022,
adopted the agreement to exclude from trading on the Stock Exchanges and the System of
Stock Market Interconnection the shares of Codere, S.A., in liquidation, setting as the last
trading day on May 6, 2022.

On the same May 6, 2022, the Governing Societies of the Stock Exchanges of Madrid,
Barcelona, Bilbao and Valencia also announced the exclusion from negotiations of the
shares of Codere, S.A., effective May 9, 2022.

15. Tax inspection procedure

On July 2, 2021, a general inspection procedure was initiated for Codere,

S.A. and certain companies from its former group in relation to the following
taxes and exercises:

Corporate Tax: fiscal years 2017 and 2018.

Value Added Tax: period from June 2017 to December 2018.

Regarding the ongoing inspection, the following should be noted:

From the inspection actions carried out to date, there is no indication of the commission of
any tax infringement by Codere, S.A. or by any of the other companies
subject to inspection;

As of November 19, 2021, Codere S.A. ceased to be the parent company.

of the consolidated tax group for Corporate Tax number 0119/00 and, as
consecuencia de ello se produjo la ruptura de los grupos fiscales de IVA y de
Companies, breakups that were communicated by the Liquidator to the Administration
Taxation on December 16 and 17, 2021, respectively.

Notwithstanding this, and in accordance with the liability regime regulated in the
Corporate Tax Law, VAT Law, as well as in the General Tax Law,
Codere, S.A. may pass on any eventual fee, interest, or tax penalty
that would be imposed on him as the head of the former group, by reason of a deed of
inspection that may eventually be issued in relation to the settlement of VAT or
Companies corresponding to another entity of the tax group.

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 According to the provisions of Article 150 of the General Tax Law, the maximum period
the duration of an inspection is 27 months (assuming that no incidents occur
additional extensions due to late or incomplete supply of documentation.
Therefore, although Codere, S.A. has requested the Inspection to act
inspectors progress at the maximum possible speed, it cannot be ruled out that the
the referred inspection extends until the month of October 2023.

16. Sanctioning file initiated by the CNMV

On September 23, 2021, the CNMV notified Codere S.A. of the initiation of a
administrative sanction file against the Company and others for the commission of a
very serious infraction classified in article 282.2 of the Securities Market Law,
reason for the accounting inconsistencies contained in the financial statements of the Company
corresponding to the first semester of the 2019 financial year.

On October 22, 2021, Codere, S.A. submitted allegations, requesting the

dismissal of the case without imposing any sanctions.

However, on May 5, 2022, Codere, S.A., in liquidation, was notified of the

resolution proposal formulated by the instructors of the aforementioned file,
compliance with which it was proposed to impose a fine on the Society in the amount of
100,000 euros for the commission of the indicated very serious offense defined in the article
282.2 of the Securities Market Law.

After studying the proposed resolution and obtaining the opinion of external legal advisors
in charge of the matter, the Liquidator resolved that Codere, S.A., in liquidation, recognized its
responsibility and proceeded to payment without awaiting the resolution of the file, in such a way
that the Society can obtain a reduction of said monetary sanction by at least one
20%, in accordance with the provisions for such a case under article 85 of Law 39/2015,
Common Administrative Procedure of Public Administrations.

17. Competence File in Mexico

On July 16, 2021, Codere, S.A., Burlington Loan Management DAC, Foxford Capital L5
DAC, Jupiter Asset Management Limited, PGIM Limited and Invesco Asset Management
Limited submitted a concentration notification to the Federal Commission of
Economic Competition of Mexico ('COFECE'), with the purpose of complying with all the
Necessary procedures to carry out the restructuring of the Codere group.
On October 7, 2021, COFECE issued a resolution authorizing the execution of
the concentration within a certain deadline, either directly by the notifiers,
good for the entities listed in the supplementary documentation to the notification, or
well by economic agents wholly owned by the notifyers.

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 On December 13, 2021, the notifiers submitted the corresponding notice to COFECE.
of the concentration closing, in order for COFECE to have accredited the
close and conclude the file.

However, COFECE requested various clarifications and, finally, on April 7, 2022, its
The Technical Secretariat adopted an agreement whereby it considered the operation to be unresolved.
Deadline granted for this by the resolution of October 7, 2021.

As a consequence of the above, on June 6, 2022, the Federal Commission of

The Mexican Economic Competition Authority agreed to open a sanctioning file against all the
notifiers (including Codere, S.A. in liquidation).

Given the above, and having heard the opinion of the Mexican lawyers, the Liquidator decided that
Codere, S.A. in liquidation will argue in the proceedings and oppose being
any penalty imposed, given the absence of responsibility. The time limit
It is tentatively estimated that the resolution of such file will be
approximately three months.

18. Challenge to social agreements filed by a group of

minority shareholders (Ms. María Franco Pérez and eight others) before the Court of
Commercial Court No. 8 of Madrid (Ordinary Proceedings 515/2016)

On August 2, 2016, some minority shareholders filed a lawsuit.

against the Society, to challenge certain social agreements adopted at the Meeting
Extraordinary General Meeting of Shareholders held on December 4, 2015, by which
they approved the necessary measures to complete what was the first process of
financial restructuring of the Codere group. The claim is based on alleging that
Certain shareholders of the Company were involved in situations of conflict of
interest that should have led them to abstain from voting on such agreements, and for
what is requested is that the agreements be declared null as contrary to the Law and
harmful to the social interest, and the Society is condemned to eliminate its effects,
agreeing that the corporate situation reverts to the moment before the approval
of such agreements, all of this with condemnation of costs to Codere, S.A. in liquidation (but without
include a claim for damages for any possible harm and losses.

The Company proceeded to present the corresponding response to the lawsuit alleging
fundamentally the inexistence of such conflict, as well as the statute of limitations of the action.
After that, the trial proceeded with its legal proceedings and on March 24, 2022, it
notified Codere, S.A. in liquidation, ruling by which it was entirely dismissed
the lawsuit, with explicit imposition of costs on the plaintiff.

On April 26, 2022, two of the plaintiffs filed an appeal against

the cited judgment, and on June 2nd, Codere, S.A. in liquidation also presented
his opposition to said resource.

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19. Demand to challenge corporate agreements filed by Mr. Jose Antonio and Mr.
Luis Javier Martínez Sampedro before the Commercial Court No. 4 of Madrid
(Ordinary Procedure 341/2018)

On February 9, 2018, Mr. Jose Antonio Martínez Sampedro and Mr. Luis Javier
Martínez Sampedro filed a lawsuit against the Society, challenging the
social agreements proposed in the meeting of the Appointments, Remunerations Committee
and Corporate Governance of December 1, 2017, and subsequently approved in the
meeting of the Board of Directors on January 12, 2018. By such agreements
he/she was asking the President and Vice President of the Board of Directors (positions
corresponding, respectively, to the plaintiffs) and it was agreed to revoke
their powers and the termination of their service provision contracts, as well as to the
modification of certain articles of the Board of Directors' Regulations, the
appointment of the new President of the Board and the appointment of a Director
General.

Through the aforementioned lawsuit, Mr. Martínez Sampedro requested that it be declared
nullity of such agreements, with the publication of the corresponding resolution in the BORME
and registration in the Commercial Registry, all with costs imposed on the Company (more
excluding a claim for compensation for any damages and losses)

On April 10, 2018, the Company submitted a response to the lawsuit, requesting
that the claims of the plaintiffs be entirely dismissed.

On January 16, 2019, the preliminary hearing was held, establishing the dates for the celebration.
of the trial on September 11, 18, and 25, 2019. However, on September 7, 2019, the
claimants submitted a document to the Court notifying their decision to separate from their
lawyers and requesting the suspension of the procedure until the appointment of new ones
lawyers.

On May 6, 2020, due to the state of emergency in Spain, the celebration was rescheduled.
del juicio para los días 5, 12 y 26 de marzo de 2021. Desde entonces, por diversas
circumstances have led to several suspensions and postponements, and, to date, not
There is news of a new accusation.

As a consequence, the aforementioned procedure is still being processed at first instance.

instance: allowing the parties to file against the ruling that at the time was
dictate, appeal resource.

20. ICC Arbitration 23444/IPA

On February 19, 2018, Mr. José Antonio Martínez Sampedro, Mr. Luis Javier
Martínez Sampedro y Masampe, S.L. initiated an arbitration procedure before the Chamber.
of International Trade (CCI) in which, prior to certain requested actions
as an emergency and that did not succeed, they sued the Company, to
certain members of its Board of Directors and some of the grantors
from the shareholders' agreement of the Company held on April 6, 2016.

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 The petitioners' requests in that arbitration claim were (i) that it be declared
breached the aforementioned agreement between shareholders of April 6, 2016 due to the
agreements adopted in the Board of Directors of the Company on January 12
2018, por cuya virtud se cesó a D. José Antonio Martínez Sampedro como presidente del
Board of Directors and Mr. Luis Javier Martínez Sampedro as vice president;
(ii) that the Society be condemned to pay Mr. Luis Javier Martínez Sampedro the amount
of 250,925 euros, based on your service provision contract, as well as
the corresponding interests; and (iii) the condemnation of the defendants for costs.

The defendants opposed the lawsuit and the Company also counterclaimed against D.
José Antonio Martínez Sampedro, Mr. Luis Javier Martínez Sampedro and Masampe, S.L.
claiming certain amounts in connection with specific breaches.

The processing of the arbitration procedure took almost four years of actions;
Finally, on February 11, 2022, the Arbitral Tribunal designated by the ICC issued an award.
for which it declared itself to lack jurisdiction to resolve some of the issues brought before it
they had been subjected and, moreover, entirely dismissed the claims of
all parts, except for declaring that Mr. José Antonio Martínez Sampedro had
breached in certain aspects the agreement between shareholders, but not deriving from
Hello indemnity consequences (the referred ruling was brought to the attention of the gentlemen.
shareholders and the market through timely communication to the CNMV,
publication of such privileged information on its website). Regarding the costs,
the Court imposed various cross-costs sanctions (due to the existence of action and
reconvocation.

On February 21, 2022, the plaintiffs requested the correction of certain errors.
what they believed to appreciate in the ruling and on April 28 the Arbitral Court issued the Addendum to
Final report, thus concluding the arbitration procedure.

Against the award issued, the action for annulment may only be exercised under the terms
foreseen by Title VII of the Arbitration Law, which the parties are still within the deadline to
to do. In this regard, Codere, S.A. in liquidation, does not have knowledge if the plaintiffs
they intend to take such action or even if they have already done so; and regarding the
Society, for obvious reasons of protecting the public interest, its Liquidator does not deem
it is suitable to reveal at this moment what their procedural strategy should be, both in
relationship with the matters in which the Arbitration Court declared to lack jurisdiction such as
in relation to the award and other facts revealed throughout the
procedure.

21. Contencious administrative appeal filed by Mr. Jose Antonio, Mr. Luis Javier
Martínez Sampedro y Masampe, S.L. before the Administrative Litigation Chamber,
Section 3 of the National Court

On September 30, 2021, Codere, S.A. in liquidation received communication from the CNMV.
by which it was reported that Mr. Martínez Sampedro and the company Masampe, S.L.
they had filed a contentious-administrative appeal before the National Court against
the Resolution of the Executive Committee of the CNMV (dated November 26, 2020), by the

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 that the claim of the now plaintiffs to declare that the
Changes occurred in the governing body of the Society on January 12, 2018
they would have caused certain shareholders to be obliged to submit a takeover bid
mandatory.

Codere, S.A. in liquidation decided to appear as a party in the proceedings in order to

to be aware of it and to be able to argue what would be most beneficial to their rights and, in
definitive, to its shareholders, in order to achieve an orderly liquidation: what was
admitted by the National Court on February 10, 2022.

After several procedural steps, the Administrative Litigation Chamber of the Court
The National agreed to admit all the evidence proposed by the parties, as well as the execution
of the procedure for written conclusions: on May 4, 2022 Masampe, S.L., D. Jose
Antonio and D. Luis Javier Martínez Sampedro presented their written conclusions, and
Codere, S.A. in liquidation did the same on May 20th.

Therefore, the aforementioned procedure is awaiting the issuance of a ruling.

22. Complaint filed by Mr. Luis Javier Martínez Sampedro (Preliminary Proceedings
595/2021, Court of Instruction No. 48 of Madrid

The lawsuit is directed against the Company, Mr. Vicente di Loreto (at that time, General Director
of the Society), Mr. Hernán Collard (at that time, Financial Director of the Business Unit
Panamanian of the Society) and the professional services firm FTI Consulting Spain S.L.: and
is based on the fact that the defendants would have committed certain crimes against the
intimacy of the complainant, classified in articles 197 and following of the Penal Code.

Specifically, according to the complaint, such criminal conduct would have occurred when the
Sociedad contrató a la firma FTI Consulting Spain S.L. para realizar un informe en el que se
they should include certain reserved information related to Mr. Luis Javier Martínez
Sampedro, to be provided as evidence in support of the counterclaim
established within the framework of the aforementioned ICC arbitration procedure 23444/IPA.

The complaint, among other requests, includes in its Third Petition that it be considered exercised.
the civil action, requesting compensation for any damages and losses that remain
accredited in the criminal process.

The referred criminal action was initially exercised before the Instruction Courts of
Alcobendas; however, the Public Prosecutor's Office raised a question of jurisdiction and, prior to
the timely declinatory, on April 16, 2021, the Instruction Court No. 48 of Madrid
admitted the complaint for processing and agreed to carry out certain preliminary proceedings,
including taking statements.

Subsequently, on July 14, 2021, the Court agreed to dismiss and archive the case.
procedure, before which D. Luis Javier Martínez Sampedro submitted a reform appeal
which was dismissed and against which an appeal was filed before the Provincial Court,
opposing the Society to such a resource.

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 On March 21, 2022, Codere, S.A. in liquidation was notified of the Order by which it resulted
dear the appeal filed by Mr. Luis Javier Martinez Sampedro,
thus revoking the decision of dismissal and determining the need to carry out
new proceedings to clarify the facts.

Requested by Mr. Luis Javier Martínez Sampedro to take the statement from Mr. Hernán
Collard, on May 3, 2022, the Court issued a provisional dismissal order of the
actions until Mr. Hernán Collard was found (seemingly,
currently residing in Colombia), and in which, after reasoning in Law the motives
of the dismissal, clearly stated that (...)In conclusion, it is considered
insufficiently accredited the perpetration of the crime that has led to the formation
of the cause (discovery and revelation of secrets) (…)

However, D. Luis Javier Martínez filed a reform appeal on May 4th.

opposing in turn to the appeal Codere, S.A. in liquidation by means of a written submission
on May 18, 2022, and June 17, 2022, Codere, S.A. has been notified.
settlement Auto by which the provisional dismissal of the
preliminary proceedings are set for October 27, 2022 for the declaration to take place
in the capacity of the investigated of Mr. Hernán Collard.

Therefore, the criminal procedure described is currently ongoing.

23. Complaint filed by Masampe, S.L., Mr. Jose Antonio, Mr. Luis Javier, and Ms.
Encarnación Martínez Sampedro (Preliminary Proceedings 40/2021, Central Court of
Instruction No. 2 of the National Court

Codere, S.A., in liquidation, is only aware of the existence of this complaint.

indirect form, since he was never notified and, according to the information he has, the
it was inadmissible.

In accordance with that information, the complaint would have made accusations against
certain administrators, executives, and shareholders of the Company for various crimes
corporate and other matters: scheme to alter the price of goods, imposition of
abusive agreements, denial of the partner's right to information, administration
disloyal, punishable insolvency, money laundering, disclosure of secrets and others, and there would be
requested the Court to issue certain precautionary measures in relation to the
online business of the Codere group, payments to tax havens or from them, and the
transfer of assets from the Codere group to third parties.

In relation to this procedure, the Company is aware that on November 16

In 2021, the Central Investigating Court No. 2 issued an order declaring it inadmissible.
the lawsuit is processing for reasons of jurisdiction. This ruling was appealed for reform and
furthermore on appeal: finally, on February 2, 2022, the Criminal Chamber of the
The National Court ruled to completely dismiss the appeal and proceeded to archive the.
cause.

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 As is evident, this does not prevent the complainants from having subsequently...
a complaint has been filed in identical or similar terms before other bodies of the jurisdiction
penal (what Society, as of today, is unaware of).

24. Launch of the sale of the securities portfolio

On April 14, 2022, after a competitive process in which proposals were requested from six
different advisors, Price Waterhouse Coopers (PwC) was selected as the consulting firm
to advise in the process of selling the securities issued by Codere New Topco, S.A.
property of the Company (Class B shares and warrants).

Once the Nueva Codere group prepared accounts (audited by EY) on April 29
20221(and therefore, once sufficient financial information has been obtained about the
active to transfer in order to launch the project) a process has been initiated
transparent and competitive sales-oriented, through auction, of the portfolio of
values of Codere New Topco, S.A. owned by the Company, in compliance with the
obligation to sell imposed on the Liquidator by article 387 of the Companies Act
Capital and likewise from the mandate received from the General Shareholders' Meeting by which
he designated, by which he is named 'Instructing him expressly to carry out
as soon as possible as many operations as are legally necessary or
convenient to achieve the full effectiveness of the liquidation of the Society.

In this regard:

(a) On the date of issuance of this report, the following has been added to the website of the
Society, for the knowledge of the shareholders, the basis of said auction.
(previously provided to a series of potential interested parties, invited to
participate in it);

The Agenda of the Ordinary and Extraordinary General Meeting convened for the
next on June 29 in the first call, and for June 30 in the second
call, incorporates as Point Four the provision that the Liquidator may
submit to a consultative vote among the shareholders the potential interest in
accept those offers received (if applicable) that were below
determined minimum price. In the context of this General Meeting, there will therefore be,
the opportunity to provide more detailed information on this matter and
to debate about it.

1He made accounts at the level of the company Codere Luxembourg 2 S.à.r.l., since Codere New Topco, S.A.,
Given its date of incorporation and its fiscal year, it will not present its first accounts until 2023.
Codere Luxembourg 2 S.à.r.l. heads the operating group and, within the group structure, only has
above Codere New Topco, S.A. (the holding company), Codere New Midco, S.à.r.l.
and Codere New Holdco S.A. These three companies are merely shareholding companies, being their only
additional activity the issuance of bonds and covering specific expenses: and, therefore, for the calculation of
value of Codere New Topco S.A. is enough to introduce some simple adjustments in which I assign to Codere
Luxembourg 2 S.à.r.l.

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 25. Absence of relevant income since the close of the 2021 fiscal year; limitation of the
expenses inherent to the liquidation process

Since the end of the 2021 fiscal year, the Society, being in liquidation, has not had
relevant income.

As for their expenses, these have essentially been limited to the payment of auditors and consultants.
and lawyers, for services rendered in relation to the account verification process
and settlement, although also motivated, largely, by the payment of services
loaned to the Society or committed with prior character (during the phase of
restructuring, prior to its control by the Liquidator). In particular, the balance
what was shown in the Cash account (and other equivalent liquid assets) as of December 31
in 2021 was 3,077 thousand euros, while at the end of May 2022 it is
2,515 euros.

B. EXPECTATIONS REGARDING THE LIQUIDATION PROCESS

1. Introducción: normas imperativas aplicables

As the shareholders know, the liquidation procedure is governed by

the provisions set out in articles 371 to 400 of the Capital Companies Act,
which have imperative character.

In accordance with them, and aside from other obligations, the liquidator must sell.
the social assets, collect the credits, and pay (or consign) the debts; once reached
The liquidator will submit a final balance to the approval of the General Assembly, along with
with a complete report on said operations and a division project among the partners
of the resulting asset; and, once these documents are approved by the General Assembly, the process will proceed to
distribution of the corresponding liquidation quota to the shareholders (to which, in turn,
the granting of the public deed of dissolution of the company and the cancellation will continue
from the corresponding registry entries, thanks to the registration of the deed of
extinction in the Commercial Registry.

In this context, and as it interests the shareholders of the Company, it becomes particularly
relevance of what is provided by article 391.2 of the Capital Companies Act, according to which:

“The liquidators will not be able to satisfy the liquidation quota to the partners without the
prior satisfaction of the creditors for the amount of their credits or without consigning it
in a credit institution located in the municipality where the residence is located
social.

Oh, which is the same:

The liquidator must sell the company's assets and collect the credits (which, in the case
of Society, it is relatively simple;

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 And you must pay the creditors (or deposit the amount owed, through a deposit
in a credit institution: thus in the case of obligations not yet due, or of credits
third party contingencies against the Company such as those arising from a
whether as a result of the outcome that occurs in a litigation;

But only once this is completed can you proceed (through the steps described above)
to the distribution of the remainder (that is: subject to approval by the General Meeting of the balance
final settlement, of the report and of the division project of the remainder among the
shareholders, as explained.

This imperative norm is known as the 'Absolute Priority Rule of the

social creditors," the essence of which is condensed in the well-known aphorism "Pay before
distribute

And it has absolute character in our legal system: that is, it does not admit any
exception of any kind, having always been subject to an interpretation
particularly rigorous by the Courts of Justice and by the General Directorate of the
Records and Notary -today General Directorate of Legal Security and Public Faith-.

(The situation is different in the context of bankruptcy proceedings, where distributions can indeed be made)
account, and the treatment of this matter in legal systems is also different
close to ours, as in the case of French or Italian: but, with our Law
effective, the rule does not admit any exceptions in a corporate liquidation procedure
spanish)

2. Effects of the Absolute Priority Rule of Social Creditors in the

liquidation of Codere, S.A.

What has just been presented inevitably implies that it will not be possible to proceed to
distribution of the liquidation quota if the liabilities of the Company have not been addressed beforehand
the necessary amount for this has been deposited.

And this is particularly relevant in the case of Codere, S.A. in liquidation because the
As of today, the company has a high number of contingent liabilities (that is:
they can crystallize or not), many of which, moreover, do not have, as of today's date, a
determined amount (which makes it impossible to record the same).

Regarding what results in, until such liabilities crystallize or not and are addressed, or when
until its maximum amount is known and can be deposited, it cannot
to proceed to formulate the final liquidation balance nor to the payment of the liquidation fee.

The following contingent liabilities are detailed in order to provide an overview.

as comprehensive as possible of the situation to the shareholders.

a) Ongoing tax inspection

Until the tax inspection procedure described in the section is completed

A.15 of this report, or at least until the maximum amount is determined.
potential liabilities imposed on the Society due to it (in such a way

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 as long as the amount can be deposited) the formulation and approval of the
final liquidation balance, nor consequently to the distribution of the liquidation quota.

As explained, the Liquidator has urged the Inspection to initiate the procedure.
the inspector develops in the fastest way possible, and the Inspection is aware of the
situation: but, in legal terms, as explained the period available to
the inspector procedure is extended until October 2023.

b) Lawsuits against the Company

An identical effect is produced by a series of lawsuits filed by third parties against the Company.
and thus in particular:

(i) The procedure for challenging social agreements initiated by Ms. María
Franco Pérez and others referred to in section A.18 of this report: initiated
in 2016 and in relation to which, at present, the appeal phase is being initiated;

(ii) The procedure for challenging corporate agreements initiated by Mr. José
Antonio Martínez Sampedro and Mr. Javier Martínez Sampedro to which it refers the
section A.19 of this report: initiated in 2018 and on which no decision has yet been made
first instance judgment;

(iii) The ICC arbitration procedure 23444/IPA described in section A.20 of this document
report, in which the ruling has already been made, but without the deadline having expired yet for
that any party, if they wish, may request the annulment action; and

(iv) The criminal procedure filed by Mr. Javier Martínez Sampedro against the
Society and others described in section A.22 above.

c) Liability coverage granted by the Society in favor of its predecessors

administrators

The General Meeting of the Society held on July 24, 2020, agreed to amend Article 24.
of the bylaws to give the following wording:

The Society may contract liability insurance for its Directors, so

like other alternative or complementary systems to it. The Society may
equally provide liability coverage to the Counselors, excluding in all
In the case of that coverage, the actions of the Counselors that are malicious or that
harm the social interest of the Society, and also excluding the expenses or costs.
related to such fraudulent actions or that harm the social interest of the
Society.
In any case, the amount of coverage to be provided by the Company shall be included in the
maximum annual import approved by the General Meeting of shareholders and established in the
remuneration policy of the Counselors.

And in the same General Meeting of the Company held on July 24, 2020, amendments were made.
likewise sections 4 and 5 of the Remuneration Policy for the Company Directors,
introducing various modifications, including the following:

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 In accordance with the agreement adopted by the General Meeting on July 24, 2020, it
establishes a maximum annual limit of twenty million euros to respond to
possible payments in the event of using the liability coverage provided
in article 24.9 of the Bylaws, which will cover exclusively the
contingencies provided for in that article, that amount may be used,
exclusively, to cover such contingencies of liability and associated expenses
the same, when they happen and only if they happen.

What, when combined with the remaining agreements approved on this matter,
determine the following:

The Society grants the then directors a liability coverage (the

equivalent to liability insurance), for any action or omission by the
councilors from July 25, 2020 until the date of their effective resignation (10 of
December 2021.

This coverage includes your defense costs.

Actions involving bad faith or deceit will be excluded from such coverage, as well as
those that harm the social interest, but all behaviors will be included
negligent.

The maximum annual coverage limit is twenty million euros (€20,000,000).

It will be up to the Council (now the Liquidator) to approve the disposition in each case.
funds under such coverage (verifying if the conditions are met to make the
payment or reimbursement in question.

Regarding the time frame during which the coverage will remain in effect, it will be
it will be extended until the potential liability is extinguished.

Meanwhile, what determines article 241 bis of the Capital Companies Act
the action for liability against the administrators will expire after four years
counting from the day it could have been exercised.

Or said in other words:

The action will expire four years after the corresponding resignation or dismissal.
it will be the last day on which the administrators could have incurred negligence;

The administrators of Codere, S.A. in liquidation resigned on December 10

2021

Therefore, their potential liability will extend until December 10, 2025;

The liability coverage assumed by the Company in your favor will be extended,
consequently, until that date;

Generating a liability of absolutely contingent nature (since, when

At this moment, there is no claim against said former administrators;

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 For a maximum annual amount of twenty (20) million euros;

Which, therefore, if maintained in those terms, will prevent the formulation of a balance
liquidation until December 2025, as well as, consequently, carry out the distribution
from the settlement fee before 2026.

d) Other guarantees and contingent liabilities

Lastly, there are still a number of minor guarantees granted by the

Society in favor of third parties: although it is not anticipated that they will raise greater
problems with the settlement, whether due to the amounts being determined and assumable,
already being replaced (if more detail is desired, such guarantees are described in the
annual accounts of the Company corresponding to the 2021 fiscal year, Note 17 of the Report.

It is also not anticipated that other contingent liabilities, although they exist, will cause problems for
the settlement (for example, in the case of the sanctioning file initiated by the Commission
Federal Economic Competition Commission of Mexico referred to in section A.17 of this
report: well, what is expected is that it will be resolved in a short period and what is foreseeable is that it will not be
impose sanctions on Codere, S.A., or that they be applied to a minimum degree.

And the same can be said, lastly, about other existing guarantees from the previous one.
Codere, S.A.'s position as the parent company of the Codere Group: thus, the Company guarantees
as of the date, certain bonds issued by Codere Finance 2
(Luxembourg) S.A. whose amount, as of December 31, 2021, stood at 696 million euros
(with which, therefore, in the event of insolvency of the group headed by Codere New
Topco S.A. the Company could in turn be dragged into insolvency); however, the
the terms of the bonds establish that, once the final balance is approved
liquidation by the General Meeting of Codere, S.A., in liquidation, the Company will be released
irrevocably from any obligations under such guarantee provided that the
Liquidator complies with certain formalities: so that, in case it does not occur
prior claim under the same, this guarantee, when the time comes, simply is
will extinguish.

3. Conclusions

a) Regarding the time it will take to approve the final balance and proceed with the distribution
of the liquidation quota

In light of the facts presented, unless there is a change in circumstances

so that the Liquidator can submit the final balance to the Board, the project can be approved
of distribution and, ultimately, it can be distributed to the shareholders the liquidation quota,
It will be necessary for the following, among other things, to happen:

That the tax inspection procedure referred to in the section is completed.

A.15 del presente informe (o al menos se concrete la responsabilidad máxima de la que
must respond to Codere, S.A. in liquidation). What, as has been indicated, could
to be extended until October 2023;

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 Let the liability coverage in favor of its administrators be extinguished that
accepted to lend the Society by virtue of the agreements adopted by the Board on 24 of
July 2020, for a maximum amount of twenty million euros per year, which
it will remain in force until December 10, 2025; and

That a final resolution is reached in certain lawsuits, or at least that it is specified

maximum liability that could be attributed to Codere, S.A. as the defendant
in said procedures: as in relation to those described in sections A.18, A.19,
A.20 and A.22 of this report. What may tentatively require a period
very prolonged in time.

And until such a moment is reached, it will not be possible to carry out any distribution.

b) Regarding the amount that the settlement fee may reach

For the same reasons stated (the existence of a single relevant asset, and many
potential contingent liabilities) it is impossible at this date to make any
estimate of the amount that, if applicable, may reach the settlement fee.

C. NEXT STEPS

1. Regarding the assets: disposal

As indicated in section A.24 of this report, a program has been launched

a process of divestiture of the main asset of the Company: the Class B Shares and
warrants issued by Codere New Topco S.A. of which the Company is the owner.

The Liquidator reserves the right to declare the auction void in this regard.
certain assumptions, rendering it ineffective as a result of the received bids,
to reschedule it later as deemed appropriate. But, ultimately, the goal is
evident: proceed to alienate said assets for an appropriate value and thereby facilitate that
can move towards the effective liquidation of the Company.

2. Regarding contingent liabilities: possible actions aimed at resolving the

delay in the distribution of the settlement quota

As one might imagine, the Liquidator does not resign himself to the idea that, due to the liabilities
exposed contingents, it should be precise to wait for years to be able to proceed
to complete the settlement. For this reason, it is your purpose:

Regarding the tax inspection procedure, continue collaborating on it.

to the fullest extent possible, so that it can be completed as soon as possible (to which
effect, he is aware of the team's outstanding professional disposition in Inspection, without
prejudice that, naturally, they must comply with their obligations to the maximum
professional rigor)

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 Regarding the ongoing proceedings initiated against the Company by various
shareholders, engage in discussions aimed at achieving that, to the extent that
possible, and without prejudice to its eventual actions against other defendants or
the parties involved, who are also partners of the Company, renounce to file
economic claims against it or quantify them, so that such
lawsuits should not be assumed as an impediment to the settlement; and

Regarding the liability coverage granted by the Company to its

administrators by virtue of the agreements adopted at the General Meeting of July 24
2020, let such administrators voluntarily resign from the mentioned coverage, to
change in the hiring of insurance at the expense of the Company (to the extent that
hello became possible).

Naturally, however, the success of these actions will not depend solely on the Liquidator,
unless otherwise disposed of by third parties, who, if they see fit, must renounce in a way
voluntary, as it has been said, to certain rights and actions.

Future reports

Completed during this first semester of the settlement a series of objectives

strategic (formation of the liquidation balance, formulation of the annual accounts
corresponding to the last operating period of the Company, delisting,
valuation of the assets to be sold, familiarization with the contingent liabilities of the
Society, etc.), the purpose of the Liquidator is to submit a periodic report to the gentlemen.
shareholders:

In any case, on a semi-annual basis.

Meanwhile, on a punctual basis, every time in the liquidation process...
produce a relevant novelty, understood as one that, if it had
the listed company remaining would have led to a communication of
privileged information or other relevant information (as it has been done up to six times
occasions from December 10 until the Society stopped trading on May 9
del año en curso).

Such reports from the Liquidator will be published from now on on the website of the
Society.

In Madrid, June 22, 2022

Digitally signed
05365643L by 05365643L PABLO
PABLO BIEGER BIEGER (R: A82110453)
Fecha: 2022.06.22
R: A82110453 17:52:05 +02'00'
Pablo Bieger Morales
Individual representative of Servicios de Liquidación Societaria, S.L.
Sole liquidator of Codere, S.A. in liquidation.

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