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Letter from the Chairman Dear Shareholders, 2014 was a year highly influenced by the negotiation process initiated in 2013 with our financial creditors. On January 2nd, the Board of Directors filed for the implementation of Article 5 bis of the Spanish Insolvency Act to ensure the viability and continuity of the business and to provide a legal framework to facilitate the negotiations. As communicated to the CNMV (the Spanish Securities Market Commission) through a Significant Event on September 23rd, the Company signed a Lock up Agreement with the majority of bondholders and senior facility lenders regarding the terms for its balance sheet restructuring process. Today, CODERE and its creditors are still working to define the final documentation of this restructuring operation and ensure that all the requirements stipulated in the above mentioned agreement are duly met. Management during 2014 was focused on reinforcing the cost adjustment plans already implemented the previous year. While revenues continued to fall to €1,385.6 million, representing a decrease of 8.9%, or €135.2 million less, the Company reduced operating costs by €177 million, representing a decrease of 11.6% compared to 2013. This adjustment led to an improvement in margins, and resulted in a positive €20.8 million in operating income for the year. However, these improvements in operating results have been counterbalanced by extraordinary expenses. On the one hand, financial restructuring related costs amounting to €25.2 million, and on the other hand, the settlement with the Italian Corte dei Conti which resulted in an extraordinary expense of €24.5 million. Both items strongly impacted reported EBITDA which fell by 17.6% over the previous year, to €163.5 million. Adjusted EBITDA, which excludes these exceptional expenses, is by contrast practically flat compared to the previous year, amounting to €213.2 million – versus €211 million in 2013-. The other accounting items, financial expenses, including the differences in exchange rates and provision for corporate income taxes, along with third party minority interests, contributed to a final result similar to the one obtained last year with a loss of €173 million. Looking to 2015, the Company expects to improve these results exploiting the increase in operating margins as a result of the cost reduction efforts and to continue growing as the economic recovery in the various markets strengthens. The Company is also planning to increase its level of investment, leveraging on the reduction of its financial costs agreed in the restructuring. As previously reported, the financial restructuring process includes a call for a General Shareholders Meeting to approve the agreed terms, the exact date of which has not yet been scheduled. Sincerely yours, José Antonio Martinez Sampedro 1. THE COMPANY 14 ODERE Group C Our Values CODERE worldwide CODERE countries CODERE’s Milestones Our Organization Key Figures 16 18 20 22 26 30 32 2. MANAGEMENT REPORT 34 xecutive Analysis E Corporate Analysis 36 38 3. CLIENT CENTRICITY40 The client at the heart of the business strategy 42 4. BUSINESS AREAS 44 aming Machines G Gaming Halls Betting Shops Racetracks 46 50 56 62 5. CORPORATE GOVERNANCE 66 ODERE Shareholders C Governing Bodies Standards of Good Governance 68 70 74 6. RESPONSIBLE GAMING 76 ODERE and its personnel C Compliance CODERE Foundation CODERE and the society 78 90 96 100 7. AUDITORS’ REPORT 106 uditors’ Report A CODERE S.A. and Subsidiaries 108 110 Long-term vision Operational effectiveness Innovation Client centric 1 The Company CODERE Group CODERE turns 35 years of business expertise in 2015. 35 years of growth of a project that took its first steps into the world of gaming machines in 1980, as a private gaming operator in the Community of Madrid. Since then, the Company, which currently employs more than 15,000 people, has become a benchmark within the gaming industry and has an international presence in eight countries in Europe and Latin America, developing its business activity in these 5 areas: gaming machines, gaming halls, sports betting, horse racing and online activity. CODERE holds a leading position within its core business areas and countries where it operates. The Company is the leading gaming halls operator in the province of Buenos Aires (Argentina), Mexico and Italy, and a leading gaming operator in other markets, such as Panama, Colombia, Brazil and Uruguay, and in AWP machines in Spain and has continuously adapted itself to market conditions, reinvesting its benefits into new business opportunities. in terms of profit margin, after deduction of non-recurrent expenses related to the Group´s financial restructuring process and Corte dei Conti´s resolution. At the year end, the Company manages 52,172 gaming machines, 176 gaming halls, 1,709 betting shops and 2 racetracks, in addition to its online activity. It is the first and only Spanish company in the gaming industry listed on the stock exchange since October, 19th, 2007 and operates its business within this complex industry with complete transparency and accountability. CODERE Group closed 2014 with revenues of €1,385.6 million, 70% of which resulted from its business operations in Latin America, and EBITDA of €213.2 million. These results, despite reflecting a fall in incomes, mainly due to the effect resulting from the application of different exchange rates, they improved 16 CODERE | ANNUAL REPORT 2014 17 THE COMPANY | CODERE GROUP Professionalism The sound and stable growth of CODERE is due to the operational quality of a highly specialized management team. The Company has a differentiated business model, diversified by geographic area and business units, and where the growth, results orientation and efficiency of the workforce are the keys to success. Accordingly, the selection, training and care of its personnel are essential in order to achieve CODERE’S business goals. Transparency CODERE stands out as an expert group, not only in strict compliance with all regulatory requirements of the gaming business in each of the countries in which it operates, but also as a specialist collaborator with regulatory authorities. CODERE is a transparent and reliable company, the only listed company in the gaming industry in Spain and operates in highly regulated markets, subject to strict administrative control. Our values The CODERE Group's vision is based on the values of: Professionalism, Transparency, Innovation, Excellence, and Responsibility, which represent firm commitments of the Company. These commitments, far from being a mere declaration of principles, are extended to our daily practice and are fully integrated into the daily management of the Group in all areas of activity. The Company considers that professional performance under the values described is the best guarantee of the Company's commitment to creating value for shareholders and main stakeholders. Responsability CODERE cooperates with the governments of all countries where it operates, and its own Foundation works to improve the industry's development. Innovation For CODERE, innovation is the foundation for growth, sustainable development and differentiation in the market. The Company is committed to the new technologies and performs research to obtain the best products. CODERE's relationships with leading suppliers in technological developments, combined with its experience in various markets and activities, allows the Company to have the best technology platforms in the industry. Excellence CODERE provides state-of-the art gaming devices to its customers to improve the user experience. This is accompanied by a top level customer service in excellent facilities completed with catering and first class entertainment. CODERE stands out for providing comprehensive, quality care based on flexible and personalized service. CODERE Worldwide BRAZIL Betting shops: 7 MEXICO Gaming machines: 17,414 Gaming halls: 84 Betting shops: 73 Racetracks: 1 * URUGUAY Gaming machines: 395 Gaming halls: 1 PANAMA Gaming machines: 3,144 Gaming halls: 12 Betting shops: 66 Racetracks: 1 ARGENTINA Gaming machines: 6,562 Gaming halls: 14 COLOMBIA Gaming machines: 5,975 Gaming halls: 53 (*)The implementation of the recent reform of the IFRS 11 standard has originated a change in the method of consolidation which affects the "Hípica Rioplatense Uruguay" (HRU) and the Italian company "New Joker". The consolidation of both companies guides itself by the equity method instead of the proportionate method. For the data to be homogeneous and comparable, 2013 data have been changed on the basis of the same criteria : 2014 Uruguay data do not include : 5 gaming halls, 21 betting shops, two racetracks and 1,868 gaming machines in Q4 2014 reflected in HRU part. Regarding 2013, (appearing in other graphics of the Annual Report), the following data are not included: 5 gaming halls, 27 betting shop, two racetracks and 1,762 HRU gaming machines. 20 CODERE | ANNUAL REPORT 2014 ITALY Gaming machines: 8,271 (6,999 AWP & 1,272 VLTs) Gaming halls: 11 Gaming machines network concessions: 1 STRATEGY SPAIN Gaming machines: 10,411 Gaming halls: 1 Betting shops: 1,563 21 Throughout 2014, CODERE conducted a policy of costs containment to cope with the declining profitability of previous years. Currently, it focuses itself on those business development projects that could maximize its revenues in the future. The Company also expects to keep growing thanks to the existing opportunities in the different markets where it operates. Moreover, CODERE promotes the development by regulators of a legal channel for new gaming modes, technological innovations and channels that allow gambling operations remotely, but with guarantees for the users. The Company will enter the new markets ensuring the utmost professionalism to their clients. THE COMPANY | CODERE WORDLWIDE CODERE countries ARGENTINA Maintenance of the main business market Argentina represents CODERE´s main market, the Company being the largest gaming halls operator in the province of Buenos Aires, with 14 gaming halls and 6,562 gaming machines, 4.5% more than in 2013. In 2014, one of the main novelties is the opening of the new Smoking Clubs inside 5 gaming halls, which are designed as exclusive spaces with state-of-the-art gaming machines, food & beverages facilities and first class customer care. Moreover, the Company, which implemented the Responsible Gaming Program in 2008, has continued to develop this project and it currently has 126 counselors inside the gaming halls offering support to the customers requesting this type of advice and assistance service. Business areas Gaming machines: 6,562 Gaming halls: 14 Start of business operations 1991 2014 Key figures Income: €489 million EBITDA: €93.4 million BRAZIL Market of opportunities In 2014, CODERE Brazil undertook several initiatives to boost the equestrian bets and international Turff. In August it signed an agreement with the Brazilian government (MAPA) and the Uruguayan government (Department of State Casinos Uruguay), in order to facilitate frontier traffic as for racehorses and horse breeding. Both government bodies share a common interest in developing a model of betting systems interconnection (totalizers) and in promoting the technological exchange to strengthen the development of the activity in the respective racetracks. Subsequently, CODERE signed an agreement with Jockey Club do Rio Grande do Sul to improve the technological infrastructure and the equestrian structure, in order to modernize and integrate JCRGS bets within the international market. In November, a new agreement was signed between CODERE Brazil, Hípica Rioplatense of Uruguay (HRU) and the Jockey Club do Rio Grande do Sul (JCRGS) with Cristal Racetrack in Porto Alegre. Business areas Betting shops: 7 2014 Milestones New Smoking Clubs inside 5 gaming halls. Thrust of the Responsible Gaming Program in the gaming halls. Start of business operations 2006 2014 Key figures Income: €2.8 million EBITDA: €(0.4) million 2014 Milestones In 2014, CODERE Brazil undertook several initiatives to boost the equestrian bets and international Turff highlighting the simulcasting agreement signed between the Maroñas and Las Piedras Racetracks, in Uruguay, and the Cristal Racetrack in Porto Alegre, Brazil. 22 CODERE | ANNUAL REPORT 2014 COLOMBIA CODERE strengthens its position as entertainment leader CODERE keeps consolidating its leading position in the Colombian market as one of the leading gaming machines and gaming halls operator in this country. In 2014, the Company celebrated the 5th CrowN Casinos anniversary and incorporated the cashless system. The brand oriented its 2014 strategy on attracting new clients and opening of the Concert Club spaces in the third quarter for Zona T Casino in Bogota and CrowN Cali Casino, with an attractive offer of entertainment and dining options. The Company is going to implement the online system in the popular segments of its gaming halls (Fantasía Royal, Mundo Fortuna and unbranded gaming halls), adapting 45 gaming halls during 2014, following the rules of the regulator in Colombia. It also continues to strengthen the concept Fantasía Royal Light, adapting to this format 6 gaming halls and completing a total of 27 along the country. In the third quarter, the Company also opened a new Fantasía Royal gaming hall in the city of Bucaramanga. Business areas Gaming machines: 5,975 Gaming halls: 53 Start of business operations 1984 SPAIN Sports betting as an engine of business growth In 2014 CODERE begins to operate sports betting shops in Castilla La Mancha in the first quarter, in the third quarter in Ceuta and Cataluña and in the fourth in La Rioja, being the only company present in all autonomous communities legally regulated at this purpose. Moreover, the Company deploys its online activity in Madrid through its web app mobile codere.es, in order to continue growing in other regions when local legal regulation available. Business areas Gaming machines: 10,411 Gaming halls: 1 Betting shops: 1,563 2014 Key figures Income: €31.4 million EBITDA: €6.9 million Start of business operations 1980 2014 Milestones CrowN Brand strengthens its position as an entertainment leader. Boost of Fantasía Royal Light (Low Cost) concept and opening of the Fantasía Royal Cabecera gaming hall. 2014 Key figures Income: €149.9 million EBITDA: €17.6 million 2014 Milestones CODERE started its sports betting business in Castilla La Mancha, Ceuta, Cataluña and La Rioja. Moreover, it launched the sports betting mobile app, codere.es 23 THE COMPANY | CODERE COUNTRIES MEXICO ITALY Gaming legalty In 2014, CODERE Italy increased its VLT gaming machines (6.6%) and its average daily coin-in in AWPs and VLTs, 0.8% and 6.6% respectively. Throughout the year, and in line with the thrust to responsible gaming, the Company implemented a program offering assistance to problem gamblers through a toll-free line and the website www.giocaresponsabile.it. Business areas Gaming machines: 8,271 (6,999 AWP and 1,272 VLT) Gaming halls: 11 Gaming machines network concessions: 1 Equestrian business boots In 2014 Las Americas Racetrack celebrated its 71st anniversary and María Félix´s (“La Doña”) Centenary, one of the most important Mexican movie actresses, and also the LXIX Edition of the Longines Handicap of Las Américas, the most important horse race of the year. Moreover, in March, the racetrack inaugurated the veterinary clinic and the pool as health care for the horses, thus becoming a premium racetrack. In 2014, it has been a year since the agreement signed with Churchill Downs allowing simultaneous broadcasting of races held at the Las Americas Racetrack in Mexico City throughout the entire North America via TwinSpires.com. Business areas Gaming machines: 17,414 Gaming halls: 84 Betting shops: 73 Racetracks: 1 Start of business operations 1998 2014 Key figures Income: €341.9 million EBITDA: €75.1 million Start of business operations 2001 2014 Key figures Income: €263.8 million EBITDA (*): €29.4 million 2014 Milestones Las Americas Racetrack celebrated its 71st Anniversary and reinforced its facilities launching a state-of-the-art veterinary clinic and a pool to attend to the equestrian health. 2014 Milestones The Company is promoting a program of free assistance in situations of problem gambling. * Costs associated with the Corte dei Conti agreement in Q3 2014 not included. 24 CODERE | ANNUAL REPORT 2014 URUGUAY PANAMA Significant business boost In Panama, CODERE operates a broad range of business lines: gaming machines, casinos, sports betting shops and a racetrack. The results of these areas of activity are driven by continuous improvements CODERE performs inside its gaming halls in order to ensure excellence in service to its customers. In 2014, the Company implemented around 200 state-of-the-art new gaming machines, thus boosting the entertainment offer inside its gaming halls and casino cash register systems. Presidente Remon Racetrack celebrated its 58th anniversary, the one and only racetrack in Central America. The 5th generation of jockeys graduated from the Laffit Pincay Jr. Jockeys Training Academy in 2014. Business areas Gaming machines: 3,144 Gaming halls: 12 Betting shops: 66 Racetracks: 1 During 2014, the Sofitel Montevideo Casino Carrasco & Spa kept boosting its market brand position as Entertainment Flagship(Emblema de Entretenimiento), redefining its gambling areas, VIP spaces and creating a smoking gambling area, besides hardly promoting the wide range of entertainment activities in the casino. The restoration of the casino finalized in 2014. * The company “Hípica Rioplatense de Uruguay” (HRU), under the recent reform of the IFRS 11 standard, it changes its method of consolidation using the equity method instead of the proportionate one, therefore Uruguay reported data only reflect the results of the Sofitel Montevideo Casino Carrasco & Spa. Business areas Gaming machines: 395 Gaming halls: 1 Start of business operations 2005 Start of business operations 2002 2014 Key figures Income: €88.6 million EBITDA: €14.9 million 2014 Key figures Income: 18.2 million EBITDA: (2.5) million 2014 Milestones Celebration of the 58th anniversary of Presidente Remon Racetrack, the one and only racetrack in Central America. The 5th generation of jockeys graduated from the Laffit Pincay Jr. Jockeys Training Academy. 25 Enhancing the wide range of business activities CODERE concentrates its operations in Uruguay in Montevideo area and its surroundings, operating the National Racetrack of Maroñas along with its partner SLI, the Racetrack Las Piedras and other related activities: horse betting system, entertainment halls with gaming & sports betting machines. The strong technological investment in both racetracks makes them be the main ones in Latin America to offer simulcasting, a unique simultaneous satellite TV betting system enabling the broadcasting of the horseraces all over Europe, North America and Latin America. Moreover, Las Piedras Racetrack inaugurated the Jockeys & Horse Grooms Academy, an important step forward for the industry to become increasingly professionalized. 2014 Milestones In 2014, HRU continued to consolidate itself as a major partner for the state in managing the horse racing industry and opened a Jockeys Academy at Las Piedras Racetrack. Moreover, the Sofitel Montevideo Casino Carrasco and Spa finalized the restoration works committed to the Municipality of Montevideo and promoted new services and activities for its clients within its entertainment areas. THE COMPANY | CODERE COUNTRIES CODERE´s Milestones At the end of 2015, CODERE Group celebrates its 35 years of business expertise within the private gaming industry. Throughout all these years there have been several important milestones that marked CODERE´s history and corporate development. 1980-1984 - CODERE began operations in Madrid. - Entered into the markets in Catalonia and Valencia. - CODERE begins its international expansion in Colombia. 1990-1998 - Start of the management of gaming halls in Argentina. - Began operations in Mexico with Grupo Caliente and CIE. 1999 - Syndicated loan of €45 million. - First acquisition of a bingo hall in Denia. - Authorization of the installation of gaming machines in bingo halls in Argentina, boosting profitability. 26 CODERE | ANNUAL REPORT 2014 2000 - Expansion in Chile. - Award of a syndicated loan of €72 million. - Acquisition of Bingo CANOE in Madrid. - Acquisition of Operibérica adding 3,500 new machines to the business in Spain. 2001-2002 - CODERE awarded a contract to manage the services in 16 bingo halls in Italy. - Monitor Clipper Partners invests €40 million in CODERE. 2003 - CODERE ESPAÑA S.L. contracted a mezzanine credit facility for €135 million. - Awarded the management and reopening of Hipódromo Maroñas de Montevideo (Uruguay). - Segregation of the business: Spain and International. 2004-2005 - Start of the management of gaming terminals in Italy. - Start of the management of EBT in Mexico. - Acquisition of Royal Group in Argentina. - Launch of €335 million bond issue. - Acquisition of Operbingo in Italy. 2006 - Operations begin in Brazil. - Launch of €160 million and €165 million bond issues. - Acquisition of Bingo Palace and CODERE Network in Italy. - Withdrawal from the market in Peru - Acquisition of Recreativos MAE in Mallorca (Spain). - Acquisition of Promojuegos in Mexico. - The Martinez Sampedro family buys the shares of the Franco brothers and of the funds ICG and MCP. - Exchange of assets between Chile and Panama. 27 THE COMPANY | CODERE MILESTONES 2007 - CODERE IPO. - Acquisition of 49 % of ICELA in Mexico. - Acquisition of Maxibingo in Italy. - Renewal of some bingo licenses in Argentina. - CODERE and its partners are licensed for sports betting in the Basque Country (Spain). 2008 Start of the introduction of coinless systems (TITO) in Argentina. VICTORIA awarded the license to operate sports betting in the Community of Madrid and opens the first betting shop in Spain. Opening of a new casino in Panama. Start of sports betting operations in the Basque Country (Spain). 2009 - CODERE renews the license of the La Plata Bingo Hall (Argentina). - CODERE awarded the contract for the reconstruction of the Carrasco Casino Hotel in Montevideo (Uruguay). - CODERE inaugurates the Crown Casino Palatino in Bogota (Colombia). 2010 - CODERE consolidates its position in Mexico and announces an agreement with Grupo Caliente. - Acquisition of six casinos in Panama. - Start of sports betting operations in Navarre (Spain). - Launch of the first online bingo operation in Italy through www.codere.it and installation of VLT in the gaming halls. 28 CODERE | ANNUAL REPORT 2014 2011 - The CODERE Group signs an Purchase Option on an additional 35.8 % of ICELA. - CODERE Italy closes the purchase of FG Slot Services, Gap Games and Gaming Re over 2011. - CODERE became the exclusive distributor of international simulcasting following its agreement with Jockey Club do Parana (Brazil). - CODERE approved the group-wide Code of Ethics and Professional Conduct - Start of the rehabilitation of Hotel Casino Carrasco. 2012 - CODERE places U.S.$300 million bond issue. - Acquisition of 60% of the operator Dalla Pria Service SRL in Italy. - The Company obtained the license for the ownership, use and exploitation of the Hippodrome de las Piedras in Uruguay for 30 years and continues with the restoration work at the Hotel Casino Carrasco. - Inauguration of CrowN Casino Zona T in Bogota, Colombia. - Renewal, until 2028 and 2029, of five of the licenses for the gaming halls that CODERE operates in the province of Buenos Aires (Argentina). - Award of online gaming licenses for Madrid and Spain. 2013 -Casino Carrasco and Las Piedras Racetrack reopening in Uruguay. - The 70th anniversary celebration of the Americas Racetrack in Mexico. Horse racing simultaneous broadcasting in North America directly from the Las Americas Racetrack. - Renewal of the corresponding operating licenses for five gaming halls in Argentina. 2014 - CODERE reached an agreement containing the key terms of the debt and equity restructuring process. - The simulcasting agreement between Maroñas and Las Piedras Racetracks in Uruguay and Cristal Racetrack in Porto Alegre, Brazil. - CODERE owns the leadership of offline sports betting in Spain and launches the sports betting mobile web App: www.codere.es. 29 THE COMPANY | CODERE MILESTONES Our organization CODERE Group is structured by geographic regions and business units. The Company operates in Latin America and Europe. CODERE Europe includes Spain - gaming machines, gaming halls and sports betting- and Italy -gaming machines and gaming halls-. The control of the operations of each of the business areas in CODERE America is also organized by country. The Group headquarters and central services are located in Madrid and are responsible for the overall strategy and corporate policies, institutional relations, management of joint activities and coordination of all business units operations. 30 CODERE | ANNUAL REPORT 2014 Chairman José Antonio Martínez Sampedro Legal Advisory David Jiménez CIO Felipe Ludeña Human Resources Rafael López Enríquez Infrastructure Rafael Ocejo CODERE America CEO Javier Martínez Sampedro CODERE Europe COO Alejandro Pascual Finances Ángel Corzo Marketing & Communication Italo Durazzo Business Development Fernando Ors ARG Bernardo Chena URU H. Casino Carrasco Ignacio García BRA André Gelfi COL Diego Felipe Navarro PAN Miguel de la Marta MEX ESP Rodrigo González H Rio Platense Organization chart at April 2015 31 THE COMPANY | OUR ORGANIZATION ITA Security & Compliance Serafín Gómez Audit and Control Adolfo Carpena Key Figures Racetracks Gaming Machines TOTAL TOTAL 52,172 2 MEX PAN 1 1 ESP PAN COL URU ARG 10,411 3,144 5,975 395 6,562 Online Gaming TOTAL 2 MEX ESP 1 1 ITA MEX 8,271 17,414 Revenues Units expressed in millions of euros CAGR IFRS 2004-2014* CAGR GAAP 1999-2006 29.2% 16.4% 1664 IFR: International Financial Reporting Standard SPANISH GAAP: General Accepted Accounting Principles in Spain CAGR: Compound Annual Growth Rate 1521 1386 1374 2004-2008: Excludes discontinued operations 2808-2009: Excludes the gains or losses on assets disposals 2013-2014: Due to the application of 11 IFRS standard, HRU and New Joker are not included. 1127 1050 938 968 880 536 428 380 352 354 272 * According to 11 IFRS standard, figures have been adjusted for calculation purposes. 32 CODERE | ANNUAL REPORT 2014 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 156 CODERE 2014 Gaming Halls Betting Shops TOTAL TOTAL 1,709 176 COL URU 53 1 PAN ESP ITA 12 1 11 ARG MEX 14 84 ESP PAN 1,563 66 BRA MEX 7 73 EBITDA Units expressed in millions of euros CAGR GAAP 1999-2006 CAGR IFRS 2004-2014* 24.5% 11.5% 290 241 231 233 287 213 211 200 199 117 THE COMPANY | KEY FIGURES 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2003 2004 84 70 2002 2001 1999 33 2000 60 43 76 71 2 Management Report Executive analysis 2014 financial results have been affected by the international macroeconomic environment, especially in Argentina, Italy and Spain, by the Group´s debt restructuring process and several regulatory changes. Moreover, the final resolution by the Corte dei Conti in Italy and the sharp devaluation of the Argentine peso had also a great impact on the Group´s results. Revenues at year end amounted to €1,385.6 million, 8.9% less than in 2013 and gross operating profit reached €213.2 million, 1% more than in 2013, despite the sharp devaluation of the Argentine peso against the euro (about 47.4%). Business operations in Argentina, Mexico, Italy and Spain generated most of CODERE´s revenues in 2014, followed by those in Panama, Colombia, Uruguay and Brazil. in Mexico that had been previously acquired under capital lease – and the remaining €17.8 million were reinvested in growth business opportunities. At the end of 2014, CODERE Group available cash balance totaled €86.7 million, having completely exhausted the SFA credit line. In 2014, the total number of gaming machines declined by 0.1% down to 52,172, mainly due to a streamlining of the gaming machines fleet in Spain (about 6%). However, the number of gaming machines increased mainly in Argentina and Mexico by 4.5% and 2.6%, respectively. At the end of 2014, CODERE´s business portfolio counted with 176 gaming halls, 1,709 betting shops, 2 racetracks, 1 network licensee in Italy and online gaming in Spain and Mexico. Throughout 2014, the Company´s investments totaled €54.2 million, €36.4 million of which went to maintenance - including the costs related to the purchase of 1,940 gaming machines 36 CODERE | ANNUAL REPORT 2014 MARKETS EVOLUTION In Argentina, revenues at the end of 2014 reached €489 million, 16.4% less than the previous year, mainly due to the 47.4% depreciation of the Argentine peso, highly compensating the effects of inflation and increasing installed gaming machines number. At constant exchange rates, revenues would have increased 23.3%. EBITDA, at year end, amounted to €93.4 million. At constant exchange rates, this would have reached €136.1 million, which would have represented an increase of 22.8 % over 2013. In Mexico, while revenues increased by 4.2% yoy in Q4 2014 reversing the trend of previous quarters, 2014 revenues totaled €341.9 million, 10.6% less than in 2013. The annual EBITDA declined by 4.5% down to €75.1 million while at constant exchange rates, it would have fallen only by 1.1%. In the last quarter, EBITDA increased by 83.7% over the previous year up to €23.7 million, mainly as a result of costs reduction strategies, increasing revenues and less extraordinary expenses. partially offset by the dollar recovery against the euro during Q4 2014. Costs were reduced by €4.5 million in Panama due to the positive effect of the non-recurring expenses and, to a lesser extent, of a constant reduction in costs. In Colombia, business revenues decreased €2.6 million mainly affected by the Colombian peso depreciation against the euro. Expenses were reduced by €6.7 million, due to several cost reduction measures, less non-recurring expenses and to local currency depreciation against the euro. Revenues in Uruguay increased by 11% over 2013, due to the opening of the Casino Hotel Carrasco on March 7th, 2013, partially offset by the local currency depreciation against the euro. Costs were reduced by €12.7 million, due to the absence of costs associated with the opening of Casino Carrasco, a minor impairment of assets and the efficiency measures implemented. In Italy, 2014 revenues amounted to €263.8 million, 2.1% more than in 2013, mainly due to a higher average daily coin-in as for the AWP and VLT gaming machines and an increasing number of installed VLTs. 2014 EBITDA increased by 36.1% over 2013, as a result of several measures of cost savings and higher amounts of coin-in, although without still reflecting the side effects of the additional fee imposed by the Stability Law of December 2014 for next year. In Spain, revenues at the end of 2014 totaled €149.9 million, 1.1% less than in 2013. Falling revenues resulting from the gaming machines because of a minor fleet and from the bingo were partially offset by the progressive growth of the sports betting business. Within this business activity, both sports betting shops number (12% more than in 2013 up to 1,563) and corresponding revenues increased. CODERE is currently the only sports betting company operating in all Spanish autonomous communities legally regulated at this purpose. 2014 EBITDA kept improving amounted up to €17.6 million, 3.5% more than in 2013. Other business operations In Panama, revenues fell by 1.9%, mainly because of a minor number of gaming machines, 37 MANAGEMENT REPORT | EXECUTIVE ANALYSIS Corporate analysis In 2014 CODERE´s listed instruments underwent a worse performance compared to its financial markets, mainly because of the uncertainty resulting from the Company´s particular financial situation. RESTRUCTURING PROCESS On January 2nd, 2014, CODERE´s Board of Directors subscribed the stipulated by the article 5 bis of the Spanish Insolvency Act. The negotiations with the bondholders committee lengthened several months until September 23rd, 2014 when the Company entered into a Lock-Up agreement with the majority of bondholders containing the main terms as for CODERE´s debt and equity restructuring process and which must be ratified by the General Shareholders Meeting. and given the Company´s complex situation, CODERE´s Investor Relations department focused its activities on face-to-face meetings and conference calls with the Company´s investors, financial analysts and other stake- This restructuring process supposed extra costs related to the process itself. On the other hand, on October 17th, 2014, the Company agreed with the SFA holders to increase the amount available in 35 million, in order to meet the payment of the agreement with Corte dei Conti. As per December 31st, the Company had completely exhausted the available credit line. INVESTOR RELATIONS. CAPITAL MARKETS. CODERE actively works to gain the trust of the investors in its business projects. During 2014, 38 CODERE | ANNUAL REPORT 2014 holders, providing them with clear and totally transparent information. 5th, the liquidity agreement started to be managed by Interdin. The Company´s share value reflected the uncertainty related to the restructuring process previously mentioned, falling by 55% at the end of the year. CODERE´s other publicly-listed instruments, the bonds maturing 2015 and 2019, had been also affected by the restructuring process and underwent a fall of 32% and 26%, respectively. During 2014, the Company renewed the liquidity agreement to increase liquidity and thus promote the regularity of the share price, according to the criteria established by the CNMV, until its last period of validity (August, 19th to October, 31st, 2014). From November, 39 MANAGEMENT REPORT | CORPORATE ANALYSIS 3 Client Centricity The client at the heart of the business experience With its client-centric approach, CODERE works every day to identify the clients´ preferences and adapt itself to their specific needs through more personalized experiences. It seeks not only to meet the clients´ needs, but also to ensure they enjoy a unique and memorable entertainment experience in the gaming halls. With more than 50 million visits registered in its gaming halls during 2014, the Company strives to offer a wide range of entertainment activities of all kinds adapted to local tastes and preferences to its nearly 5 million clients. Closely following the business trends within the gaming markets, both globally and locally, CODERE focuses itself on all aspects related to its clients: from its gambling behavior and habits to the deepest knowledge of their experience inside the gaming halls in order to get clients´ insights and identify their main motivations. LOYALTY CLUBS One of the Company´s main goals is to strengthen the relationship with its clients and ensure their long-term loyalty; therefore the core activity is the development of loyalty clubs, now active in all major markets. In 2014 the Company is proud to have reached the figure of 2.5 million loyalty members. The Mexican business is to be highlighted in this sense, as the 95% of its total gambling revenues comes from the loyalty program. In Argentina, significant efforts have been made in this area, in 2014 reflecting an increase of monthly active members in more than 30%. The activities related to loyalty clubs are hog- 42 ging the most important part of Marketing and commercial management investments, with an increasing trend year after year, given CODERE´s clear commitment to get its clients satisfaction. Through these programs, loyalty members are given part of the revenues the Company gets due to their gambling expenditures. The content of loyalty programs is focused on providing the members with what they most value, thus rewarding their loyalty to CODERE. These are programs of varying content depending on the member type, market, business line and always adapting to the legal restrictions of each country. To manage this great business asset represented by the loyalty members themselves, CODERE continues to invest in the development of its own powerful CRM information system, called SPACE, which enables the complete integration of all clients management activities through a single uniform tool, thus providing significant benefits to the overall business. MEASUREMENT OF CUSTOMER EXPERIENCE AND SERVICE With the strong commitment to identify the major motivations of its clients in order to CODERE | ANNUAL REPORT 2014 make their experience inside casinos and gaming halls a unique and fully satisfactory one, CODERE has implemented a robust model of client measurement and analysis to control aspects such as its level of recommendation, loyalty and satisfaction. Traditional models focused solely on measuring customer satisfaction, an aspect that, given the greater complexity of the environment and current client´s influence, therefore it must be complemented by other linking variables. developed internationally enabling a better targeting of strategies and action plans, as well as more efficient resources management. In order to track the different touch points with the client encompassed in "Service", the Company uses measurement tools such as "Mystery shopper", thus complementing the analysis of the aforementioned client experience and contributing to daily reinforce the culture of providing CODERE´s clients with the best service. CODERE unique research models dig into the most important drivers that determine the best client experience. Through this identification, a greater “client-centric” approach is achieved in a continuous process of operational improvement as for the quality of service offered to clients. Through a continuous measurement routine of the exchange of best practices and results of action plans between countries, a "Client Intelligence" model is being currently 43 CLIENT CENTRICITY | THE CLIENT 4 Business Areas Gaming machines The Company operates its business in different areas of activity. In 2014, CODERE manages: 52,172 gaming machines, 176 gaming halls (bingo gaming halls with gaming machines, casinos, gaming halls with gaming machines inside the racetracks and third party gaming halls), 1,709 betting shops and 2 racetracks, in addition to its online activity. We should mention the broad and diverse regulation to which CODERE´s business activity is subject to, depending on each country and therefore the management of its business operations is adjusted to the idiosyncrasies of its eight local business markets. At the heart of CODERE´s business activity within the gaming sector are the gaming machines which represents the Company´s main business area. The Company operates gaming machines in Mexico, Spain, Italy, Argentina, Colombia, Panama and Uruguay, all being very different markets and with different stages of maturity. Year after year, the Group’s professionals analyze clients´ tastes and preferences and the needs of the establishments to meet these demands and provide clients and users with an overall high quality service. Analysis, renewal and rotation of models as for the gaming machines, commercial services, cash collection, technical support and paperwork, are some of the Company´s main activities. • AWP Machines (Amusement with Prize): Machines that pay cash prizes as a result of a percentage of total bets on a GAMING MACHINES OPERATED BY CODERE The gaming machines, are located inside the gaming halls, bars, casinos and racetracks, and offer cash prizes according to the bets made by the users. The different types of gaming machines are adapted to suit the characteristics of each market: 46 CODERE | ANNUAL REPORT 2014 predetermined cycle of games. In Spain, CODERE operates Type B machines and in Italy operates Comma 6A machines. • • • • Casino Slots: Casino o gaming machines. These machines, in exchange for a particular bet, provide the user with playing time and eventually, a prize that will depend on chance. CODERE operates this type of machines in Argentina, Panama, Colombia, Mexico and Uruguay. Electronic Bingo Terminals (EBT): Machines incorporating games similar to those using bingo cards within licensed bingo halls. CODERE operates EBTs mainly in Spain. VLT (Video Lottery Terminal): Gaming machines with cash prizes based on a percentage of the total amount played using a random statistical system; CODERE currently operates these machines in Italy. Electronic Bingo: A bingo game mode that takes place through the use of electronic and computer systems in establishments interconnected and attached to a distribution network (interconnected rooms playing together at the same time). Clients involved with virtual cards acquired through gaming terminals and participate in a lottery based on random number generation through an electronic system. It has an innovative structure of rewards where clients can enjoy bingo games for fun while chatting and having a drink. In Spain, one can find Electronic bingo in CANOE gaming hall. CODERE Network, as well as AWP gaming machines and VLTs (Videolottery). This type of gaming machine entered the Italian market due to regulatory changes in 2009. In 2014, gaming machines business recorded lower revenues due to a streamlining of machines portfolio by 6%. At year end, the Company totaled 10,411 Type B machines in Spain. ITALY inside CANOE (Madrid) The Group continues its development in the Italian market and, at the end of the year, had a fleet of 8,271 gaming machines, 1.2% less than in 2013 (6,999 AWPs & 1,272 VLTs). Systems and services for the gaming halls managers In 2013, five new management systems connected to Codere Network were acquired Growth in number of gaming machines SPAIN Gaming machines represent the origin of CODERE Group´s business which maintains a leading position as for the type B gaming machines market despite stiff competition and gaming market circumstances in Spain. Above: Gaming machines 57.000 57.000 42.744 2006 49.581 2007 54.818 49.730 2008 2009 52.248 52.172 53.519 2010 2011 2012 2013 2014 NOTE: 2009 & 2010 adjusted data following several agreements and purchases in Mexico, Italy and Panama. Since 2010, there are gaming machines. In 2014, due to the new method CODERE operates a large network of interconnected gaming machines in this country called of consolidation-the equity method-, 1,762 gaming machines in 4Q 2013 and 1,868 gaming 47 BUSINESS AREAS | GAMING MACHINES machines in 4Q 2014 belonging to HRU are not included. and launched with Ge.Co.(Gestionale CODERE). At the same time, the development of SISMI has been pursued, the management system supporting processes and typical operations related to the life cycle of the AWPs of the managing partners, both to adapt it to the new provisions of the Italian Monopolios and to enrich it with new features that bring added value to managers as well as to increase the integration with the SPES site. MEXICO CODERE started its business operations in Mexico in 1998 through the business partnership with CIE and Caliente Group. Since it started its operations in Mexico, CODERE has pioneered the field of betting games and lotteries. CODERE is the main gaming operator in Mexico with 84 gaming halls at the end of 2014. roulettes. The slots incorporate the payment system Ticket In-Ticket Out providing a major comfort to the player, and, inside all gaming halls, the Company counts with interconnected slots accumulating a common prize with each playing input. Among the different levels of progressive gaming machines, the following ones are to be highlighted: Beat The Field, Doggie Cash, Party Time 2 or Quick Hit Platinum, among others. In addition, one of the main novelties in 2014 was the opening of the Smoking Clubs inside the gaming halls Morón, Lanús, San Justo, Mirador and Ramos Mejía, designed as exclusive spaces with state-of-the-art gaming machines, food & beverages facilities and first class customer care. COLOMBIA CODERE operates in Mexico gaming machines located inside the gaming halls and the racetrack. During 2014, the number of gaming machines increased by 2.6% over the previous year, reaching to 17,414. In 2014, five new gaming halls Fantasía Royal & Mundo Fortuna incorporated the online system & the cashless system, thus enhancing processes and improving the clients´playing experience. ARGENTINA CODERE concentrates its gaming machines activity in the province of Buenos Aires as one of the industry leaders. The Company operates 6,562 gaming machines in this country, 4.5% more than in 2013. Inside its gaming halls, CODERE counts with the latest model of slots, progressive machines, video poker slots and electronic According to the standards of Coljuegos regulator, stating that all casinos gaming machines must be connected to the online system in 2016, CODERE started the installation of structured wiring inside 45 casinos in Bogota and conducted online system suppliers’ evaluation. In addition, CODERE initiated the technological upgrading of 180 units of IGT Poker machines Left: Gaming machines inside Bingo La Plata (Argentina). 48 CODERE | ANNUAL REPORT 2014 inside Royal Fantasy casinos and unbranded ones belonging to its traditional business line. On its side, CrowN brand, in four of its casinos (Crown Zona T, Palatino, San Rafael and Cali) incorporated new table games such as Punto y Banca (additionally it created an offer of this game especially for the Asian market, mainly in Bogota). It also strengthened the offer of Texas Hol’dem. In CrowN San Rafael casino, in addition to tournaments, they consolidated the cash table,during the last quarter. Since September, Texas tournaments were launched in CrowN Zona T and Palatino to boost the participation of this important game and the highs and lows of the tables were configured to be more competitive against competition. In 2014 the 5 CrowN casinos in Colombia incorporated the cashless system and the free play system, to support through promotional gaming the loyalty program and CRM strategies. As for the Bingo, a reconfiguration work of the bingo games was conducted, with more frequent guaranteed and simultaneous games, increasing the sale of bingo cards over the previous year. The Company also carried out training for table and gaming machines staff in pursuit of excellence in service and overall customer satisfaction. PANAMA Gaming machines represent the source of CODERE Panama business activities in the field of gaming. In 2014 the number of gaming machines amounted to 3,144 nationwide. Throughout the year, CODERE Panama incorporated the System Win Systems in CrowN casinos and Spielo Galaxis system in Fiesta casinos. Win Systems offers solid and reliable systems with the experience of processing billions of transactions without error, meeting the most stringent government security requirements established in different countries. Moreover, CODERE Panama installed in the casinos new products with the latest technology in multi - game machines, bringing together in a single machine the best games, diversifying the entertainment offer for its clients, compared to the traditional gaming machines. were installed, highlighting the EGT and Alfastreet providers, the latter focused on games of Roulette and Derby, very attractive for the clients. URUGUAY In Uruguay CODERE operates five gaming halls under the Entertainment Maroñas brand: 18 de Julio, Montevideo Shopping, Las Piedras, Géant and Pando, with around 1,800 gaming machines. In 2014, CODERE Uruguay kept implementing loyalty activities Entertainment Plus inside its gaming halls. It also launched Play Bar inside Montevideo Shopping gaming hall, as a unique and attractive entertainment offer. The Company, which also operates the Maroñas National Racetrack, opened in 2013, through Carrasco Nobile, the hotel Sofitel Montevideo Casino Carrasco & Spa, a luxury hotel holding a state-of-the-art casino of more than 3,000 square meters, with 20 casino tables and 395 slots machines, besides amazing progressive machines connected to different slots groups and other progressive machines stand alone. Each month, different tournaments with interesting prizes are held at Casino Carrasco. Throughout the year, 197 gaming machines 49 BUSINESS AREAS | GAMING MACHINES Above: Texas tournaments inside CrowN casinos (Colombia) Gaming Halls CODERE is a leading international operator managing 176 gaming halls in the countries where it operates its business activity, including: Bingo halls with gaming machines, casinos, gaming machines areas inside the racetracks and third party gaming halls. These last years, the Company has made significant investments in this business segment, becoming the leading gaming operator in Latin, especially in Mexico and in Argentina, within the province of Buenos Aires. SPAIN CODERE operates in Spain the Bingo CANOE gaming hall, an international point of reference as for the entertainment offer in Madrid with 36 years of history. More than 380,000 people yearly enjoy its wide range of entertainment activities distributed over two floors, with about 3,000 m2. Besides bingo, which is one of its flagship activities, CANOE has been adapted to suit the forefront of gaming incorporating a full entertainment offer, including: type B gaming machines, black-jack, roulette in electronic format, video bingo gaming machines type B3 and electronic bingo, and offline and online sports betting all this combined with a varied and excellent cuisine, thus being one of the most attractive leisure offers in Madrid. This space of approximately 150 m2, has 12 betting machines. In 2014, the Company implemented a convergence strategy in sports betting channels enabling simultaneous on-off line betting, allowing clients to start his/her entertainment experience, for example first through their mobile phone and then continue it offline in the gaming hall. Therefore, the clients can bet through the web app codere. es, being able to redeem their bets later in the gaming hall. Sports Betting, the new entertainment engine in CANOE This gaming hall, which was a pioneer in offering sports betting in Spain in 2008, has turned this activity into one of its main attractions in 2014, especially for the young people who gather themselves in the corner of CODERE Apuestas to enjoy the live broadcasting of sports events and feel the betting excitement. 50 CODERE | ANNUAL REPORT 2014 Below: Panoramic photo of the new corner CODERE Apuestas in CANOE (Madrid). More technology and “freshness” for one of the most traditional entertainment places in Madrid CANOE also offers its clients state-of-the-art technology. It counts with 2 HD film projectors and 20 screens big size equipped with CODERE TV technology to watch the major sports live and offering streaming in HD, information, statistics and quotas in real time, enabling the clients to access all sports & betting information on the same screen. The launching of CODERE TV pilot took place in CANOE in October 2014, and the great success of this service allowed its further installation in more than 100 betting shops in Spain. In addition to the latest technology, CANOE redesigned its facilities by incorporating a large central bar of 28 m2 – currently being one of its main attractions - next to the new sports betting corner, on the first floor. The bar manages to attract new clients in a friendly way and serve the players, bringing a touch of modernity and sophistication to their experience inside the gaming hall. experience and dynamic effort in the gaming and gastronomy areas, enrich the offer of CANOE day by day, consolidating it as one of the most robust and attractive entertainment proposal in Madrid. MEXICO At the end of 2014, CODERE owns 84 gaming halls located in the best urban sites. All Company´s activities are held under the trademarks: Royal Yak, Yak, Jackpot, Mio Games, Bingo 777, Casino Bingo 777, Caliente and Las Americas Racetrack. Due to its business activities distribution and the number of establishments, CODERE Mexico is the most important Company within the Mexican gaming industry. CANOE también ha ido adaptando y reconvirtiendo su restauración a las nuevas tendencias y horarios que el cliente demanda (encuentros afterwork, menús, tapas, cenas...), consiguiendo una mayor rotación y permitiendo a los jugadores disfrutar de una completa “experiencia en CANOE”. CANOE has also adapted and reconverted its gastronomy to the new trends and schedules required by its clients (afterwork gatherings, menus, tapas, dinner...), thus achieving higher turnover and allowing players to enjoy a complete "CANOE experience". All this is driven by a "cool" image of the gaming hall and thanks to different marketing actions such as: promotions, campaigns and raffles that not only consolidate the most loyal clientele, but also attract and retain new clients. The prizes are also very attractive and in 2014, over €25 million were handed out. Only through its traditional raffle "Rebingo, CANOE distributed, -since 2012-, about 100,000 euros as prizes. CANOE´s privileged location, in the financial center of the capital, along with his vast 51 BUSINESS AREAS | GAMING HALLS Below: Gaming notice board (Mexico). Throughout the year, the Company organized more than 1,200 events in different gaming halls and informed its clients about the promotions, anniversary parties, shows, special contests in tables (classical games, spin roller, etc.) or special bingo; all this information communicated through media or advertising outside and inside the gaming halls. In the third quarter, Concert Club strategy was launched; inaugurating special areas within CrowN Zona T and Cali for shows performance (stand up comedies, musicals or comedies). The new clients, besides having fun in a show, could enjoy an attractive gastronomy and gaming experience (tables, gaming machines, bingo and cocktails 2x1). One of the 2014 campaigns aiming at boosting the clients’ traffic towards Yak gaming halls: “What you really need is genuine entertainment”, it had a huge impact and won the first prize Tótem 2014, an award to the best Mexican advertising, endorsed by AMPE (Mexican Association of Outdoor Advertising), ANEPEM (National Association of Mobile Advertising) and CEMMU (Council of Mexican Street Furniture Companies) within the category of entertainment ads. Clients’ management boost also applied for the other Company´s brands (Fantasía Royal and Mundo Fortuna) through several strategies related to the Loyalty Club, allowing analyzing and channeling the strategies towards the clients. En 2014, CODERE also signed several agreements with different sponsors to promote the presence of Yak brand at Box events, increasing the Company’s visibility in key events associated with the sports world. COLOMBIA CODERE operates in Colombia 53 gaming halls mainly located in Bogotá, Medellín and Cali, becoming the first operator of gaming halls in this country. In August 2014 it celebrated the 5th anniversary of the brand Premium Crown Casino, with different music shows and special promotions for clients. Throughout the year, the Company implemented the cashless system in 5 casinos and strengthened clients management (CRM) through its loyalty program El Club (The Club), expanding the bases of a management type "client by client" and reaching a wider scope in terms of controlled coin in , in order to retain existing clients. Starting from September, a new brand building strategy for Fantasía Royal and Mundo Fortuna casinos was implemented, thus increasing their competitive level. For example, through "Mega Bingo", a simultaneously interconnected bingo for Fantasía Royal, Mundo Fortuna and several unbranded casinos (up to 25 casinos), interesting prizes, including consolation prizes among those casinos handing no prizes, were created. CODERE Colombia also enhanced 6 unbranded gaming halls which were rebranded to Fantasía Royal Light (Low Cost) throughout 2014. The opening of a new casino Fantasía Royal in November was one of the most outstanding milestones in 2014 as it meant the beginning of the Company´s business activities in the eastern part of the country. In 2014, as part of the strategy “Obsesión por el Servicio”(Obsession with Service), the Advisors Academy was founded, a sales training program for employees including different sections as for Operational Excellence (called “Hábitos”), Service Protocol and Products and They also promoted strategies focused on attracting new clients, strengthening the Company´s leadership position in amusement and entertainment in Colombia. To celebrate the World Cup in Brazil, they designed thematic activities in CrowN Casinos, distributing gaming experience packs or through sweepstakes of experience packs valued in $130,000 to enjoy with friends in CrowN Casinos. 52 CODERE | ANNUAL REPORT 2014 Below: CrowN Zona T Interior (Colombia). Services, through which one promoted the know-how as for the gaming offer, gaming machines, promotions, food & beverages inside the casinos. The program includes also specific training on sales, loyalty and customer satisfaction (Cacería del Servicio), in order to reach a level of excellence. ARGENTINA CODERE Argentina is the main bingo halls operator in the province of Buenos Aires, owning 14 gaming halls. At the end of 2012, The Company finalized the installation of TITO and other coinless systems for most of the gaming machines, representing 29.3% of the total number of existing gaming machines in the province of Buenos Aires. Throughout the year, the Company organized a lot of events, anniversaries, gastronomic events and loyalty promotions which granted CODERE a leadership position in high quality amusement and entertainment offer. With its anniversary parties, CODERE offers fine settings, exquisite cuisine and shows designed to pleasantly surprise its clients. In 2014, numerous events such as the 22th anniversary of San Miguel gaming hall, the 16th anniversary of Morón gaming hall or the 22nd Anniversary of Lanús gaming hall were celebrated, among others. The gaming halls also organized special events on the occasion of Women's Day, Father's Day or Valentine's Day. 179 GAMING HALLS 84 Mexico 53 Colombia 14 Argentina 11 Italy 12 Panama 1 Uruguay 1 Spain of consolidation-the equity method-, 5 betting shops from 4Q 2014 belonging to HRU are not included. largest in Italy and one of them, Bingo Re, is among the largest gaming halls in continental Europe. Besides its gambling offer, the Italian gaming halls counts with food service and entertainment activities. Activities inside the gaming halls were extremely intense throughout 2014. The following ones are to be highlighted: EL CLUB (THE CLUB), the exclusive Loyalty Program that rewards all members with special promotions, exclusive giveaways and a personalized customer care service, it continued providing benefits to its members throughout the year. During 2014 World Cup, the promotion Fan Kit was a great success. Other outstanding actions in 2014 were the promotions and unique campaigns such as "Referred Members" or “Exchanges for cash." ITALY CODERE is the leading gaming halls operator in Italy with 11 gaming halls and 8,271 gaming machines, including VLTs (Videolottery). Three of these gaming halls are among the five 53 (*) Due to the new method BUSINESS AREAS | GAMING MACHINES Thematic events: Based in specific dates such as: Epiphany/ Befana Witch, Women´s Day, Christmas Season, etc. Shows: Performances of locally well-known artists. Contests: Raffles. Events with partner operators: In 2014 a new project was activated along with 70 partners offering several discounts for CODERE´s Loyalty Club members and its employees. Several events were designed for the operator to exhibit its products/services inside the gaming halls. PANAMA In 2014, CODERE Panama operated 12 casinos, under the trademarks CrowN and Fiesta, providing a wide gambling offer. Throughout the year, the Company promoted several initiatives to improve service and performance inside the casinos, such as staff training conducted by the Compliance Department, in coordination with ASAJA, in Crown Continental and Riande Airport on the use of the System "Casino Seguro" (“Safe Casino”), which organizes the management and generation of RTE – RTM reports, currently generated manually in all the gaming halls. Once the new system is implemented, it will enable the analysis of the operational management. On the other side, CODERE Panama promoted new initiatives inside the casinos to celebrate its anniversary parties: Fiesta Casino Hotel Decameron (11th anniversary), CrowN Racetrack (7th anniversary) or CrowN Panama, 54 celebrating its first year as a CrowN casino. Among these activities one should highlight: Retro night at CrowN El Panama; Ulpiano Vergara & Dj Hansel show at Fiesta Hotel Soloy or Pirates Party at Fiesta Washington, among others. Another outstanding activity at CrowN & Fiesta Casinos was the “MultiEmotion” Raffle with prizes of more than $1 million for loyalty members registered in the loyalty club and other Christmas packs for the first 100 Raffle winners. The Raffle “Bet on the Sun and Win a Luxury Bag” took place in December at CrowN Casino Hotel Sheraton, along with the provider Merkur Gaming. Another important activities and promotions in 2014: Emotion Black Jack: On January, 16th, the Black Jack Tournament took place at Fiesta Casino Hotel Nacional, with important prizes of about $3,000. Promotions: In February, the following promotions were put into practice: "Live your summer and Summer Party ", with two weekly raffles rewarding loyalty clients at CrowN & Cash Club. Promotions such as CrowN gol & Fiesta gol, with numerous prizes and live broadcasts of the finals of the NFL, Copa del Rey and Champions League took place in March. From April to June, promotions such as "Lluvia de billetes" and "Invierno regalón" and activities such as "Corona tu Suerte”, “Spin Club” and "Acumula y Gana" had been implemented (rewarding with cash the clients who used their loyalty cards and were part of the Loyalty Club). There were also activities and promotions related to Brazil World Cup: "Mundial de Premios" or "Raspa tu Gol", designed along with Turff Bet & Sport Bar or CODERE | ANNUAL REPORT 2014 Above: 22nd Anniversary Celebration of Bingo Lanus (Argentina). the "Black Jack World Tournament”, handing over $3,000 in prizes. URUGUAY The 3,000 square meters Casino Carrasco is located in the two lower levels of the building and is aimed both at hotel guests and general public. Above: Slot Machines inside In 2014, CODERE operates in Uruguay one casino: the Sofitel Montevideo Casino Carrasco & Spa. Carrasco Nobile, a consortium led by CODERE, was granted the concession of this gorgeous building, a genuine entertainment & gaming symbol in Latin America in 2009, and after an intensive process of reconstruction and restoration, it reopened its doors in March 2013. The gaming area contains 20 tables and 395 slot machines (32 in $ & 363 in $U) and 20 tables of Roulette, Black Jack, Baccarat, Mini Baccarat and Midi (10 in $, 10 in $U). This historic building from 1912, National Heritage of Uruguay, was designed by the architect Louis Mallet and is located in Carrasco, an upscale neighborhood of the city facing Rio de la Plata, just 5 minutes driving from Carrasco International Airport and 25 minutes from the city center. In addition, the clients enjoy a special loyalty program: Unique Club, which allows clients to collect crowns and then redeem them for prizes. The client card offers exclusive privileges and surprise gifts, in addition to a catalog through which clients are given the possibility to exchange the accumulated crowns for drinks at Alfredo Bar, spa visits, dinners, hotel stays or tickets to the best shows of Montevideo. The hotel consists of 116 rooms with 23 different suites, in addition to: a luxury Spa (So SPA) of 500 m2 and a varied gastronomic offer in its restaurants: Restaurant 1921, Bar Thays, Tea Gallery and Alfredo Bar. 55 Additionally, one can enjoy Arocena Premium Room, a poker room designed to offer the best experience with two inner courtyards, called “Kings" and "Queens”, designed for smokers. Clients can enjoy also a full range of shows with national and international artists (tango, jazz, electro pop, indie and rock) in Alfredo Bar. BUSINESS AREAS | GAMING MACHINES Casino Carrasco (Uruguay) Sports Betting CODERE holds a state-of-the-art expertise as a sports betting operator internationally, operating this activity in five countries: Spain, Mexico, Panama, Uruguay and Brazil. In 2014, the number of betting shops within the Group amounted to 1,709; almost 11% more than in 2013. The Company started its sports betting business in Mexico in 1998, with the help of local partners. Most of these betting points are linked to gaming halls, which offers users a wide variety of gambling options. In the markets of Panama and Uruguay, gaming halls are linked to the management of Presidente Remón Racetrack (Panama), Maroñas National Racetrack and Las Piedras Racetrack (both in Uruguay). Since 2006, CODERE also operates betting shops in Brazil near the leading jockey clubs of the country. The Company offers its clients the possibility to bet on horseracing nationally and internationally. In Spain, CODERE is the first company licensed to start sports betting operations in the country and opened the first betting shop on April, 16th, 2008 in the CANOE gaming hall in Madrid. Spain represents the 91% of CODERE Group´s betting shops. These very different types of gaming halls offer a state-of-the-art technology to ensure to their clients the optimum transparency and reliability. Among the types of bets CODERE operates, we would highlight the following ones: I.- Depending on timing: Ante Post: Closed a few minutes before or at the time the event starts. Live betting: Remain open after the event has already begun. II. - Depending on the number of bets and conditions: Simple bets: A single bet on an event. Accumulator: Two or more bets on multiple events. The bettor must win all of them. It can be double, triple or multiple. Combined: Three or more bets on various events. The bettor does not have to win all of them. Sports bets represent a gambling modality that allows multiple options as for the type of establishment itself that could be either a specific betting shop or a shop associated with other forms of gambling, such as casinos, bingo halls, sports venues, racetracks, bars, etc. SPAIN In Spain, the offline sports betting business have experienced significant growth in the last past years, among the other gambling activities being the one that developed the most (over 40% in terms of coin-in). This business activity boost benefited from the new regulations in different Spanish autonomous communities and the increasing popularity of sports 56 CODERE | ANNUAL REPORT 2014 Types of Bets bets which boosted the number of players in the country. CODERE had a leading role in the gaming sector last year, thanks to its betting shops increase by 12% due to the boost of the betting shops in new communities in 2014: Castilla La Mancha, Ceuta and Cataluña. Moreover, the Company also offers the most interesting business proposition for its partners operators, providing the highest profit margin per selling point in the market (up to 5 points above its competitors). To this outstanding market positioning, one should add CODERE Apuestas´s formula for success: high-quality products, a wide range of sport events contents constantly growing and strengthening of its Bets Professional Management Model, thanks to which CODERE is getting a solid and stable growth, relying on local business partners. A high-quality product and a wide range of sport events contents The Company consolidates its sports betting machine providing the most comprehensive gaming offer, to which more USA sport events are added: Basketball (NBA), baseball (MLB), Soccer (NFL) and ice hockey (NHL) and double betting markets, in addition to more ante post and live bets. The live horseraces and greyhound ones are to be also highlighted (over 100 daily races all year round) and the American races, covering up to 18 hours uninterruptedly, doubling the competitors ‘offer, and new betting options (Improve your prize and Close your bet), all these making betting more attractive. and supporting services to LBOs (CODERE TV), they offer a professional customer service -24 hours, all year round-. façade (Madrid). Regarding its management model, CODERE maintains a strong relationship with its partners, reinforcing it by analyzing thoroughly their needs and providing them with solutions tailored to each selling point: training, shop design and support in the implementation of marketing promotions and activities. The Company carries out this work of pampering its business partners throughout the entire joint collaboration, managing a successful growth Evolution of betting shops 1709 1568 1379 CODERE Apuestas: a professional and highly qualified team The management of the sports betting business is made with the help of more than 50 professional employees forming the trading team, which, from the Company´s headquarters, control and manage the risk. This team is made up of specialists dedicated to the main sports (such as football or Spanish leagues), representing a competitive advantage over the competitors. Above: LBO Pan y Toros 690 50 55 106 2006 2007 2008 798 285 2009 2010 2011 2012 2013 2014 NOTE: 2009 & 2010 data adjusted following several agreements and acquisitions in Mexico with Caliente Group. In 2014, due to the new method of consolidation-the equity method-, This team, while providing contents (live events, statistics and results management ...), 27 betting shops belonging to HRU from Q4 2013 and 21 betting shops from Q4 2014 are 57 BUSINESS AREAS | SPORTS BETTING not included. plan for both sides as for the sports betting business. In addition, the Company draws even closer to its business partners and, since December 2014, it launched CODERE Apuestas Newsletter, a digital publication for its business partners, keeping them informed on a regular basis of all the latest product evolution updates and other business developments that may be of their interest. It also promotes the information of all the Company´s campaigns, promotions and outstanding events through these channels (selling point, gaming machines, CODERE TV), implementing this type of communication especially in social networks, especially Twitter (@CodereApuestas) and Facebook. The Company has made a significant effort to refresh its brand image inside the gaming halls and CODERE Apuestas areas, thus managing to attract a younger audience that integrates seamlessly with the standard client profile of the gaming halls and bars. All this coupled with a more aggressive and fun-filled advertising, better connecting with its clients, gaming areas full of colors that invite clients to watch the live sport events with their friends and relatives, sharing the excitement of betting, all these are just some of the Company´s business cards, easily identifiable, those of CODERE Apuestas. “codere.es” boosting In addition to these services, CODERE Apuestas brings to its business partners the recognition of a successful brand, backed by a business history of more than 7 years. Meanwhile, CODERE Apuestas keeps boosting its online activity and at the end of 2014 launched successfully its web application for Smartphones in Madrid (codere.es). As a consequence, in this autonomous community it is already possible for the clients to combine their gaming experience in the on/offline environments, thus optimizing the gaming man- 58 CODERE | ANNUAL REPORT 2014 Brand image and marketing oriented at the service of its business partners Above: LBO in Boadilla (Madrid). agement. The goal is to increase its business in the autonomous communities where the Company already operates offline, as they go regulating the online channel for sports betting. In addition, soon it will also be available under the national online license (DGOJ). Moreover, in 2015, CODERE plans to continue providing its gaming/gambling platform with new features and contents to complete its entertainment offer in Spain, incorporating online casino games, which will be added to its sports betting offer. The Company will also boost the development of offline sports betting in: La Rioja, Extremadura, Castilla y León, strategic markets that will allow the Company to further develop its business operation model with partners and lead the overall management of its betting shops. MEXICO CODERE operates 73 betting shops in Mexico for sporting events of all kinds. Most of these betting shops are linked to gaming halls, which offers users a wide variety of entertainment & gambling options. Through Sports Book, clients can bet on the races held at major US racetracks, such as: Santa Anita, Hollywood Park, Lone Star Park, Los Alamitos, Sam Houston, as well as on national and international sports (greyhounds, soccer, football, baseball and hockey). In 2014, following the World Cup in Brazil, sports betting increased by 30% in CODERE, compared with the World Cup in South Africa. The wide broadcasting of the event and the increased use of new technologies contributed positively to this increase. Apart from these major sporting events, CODERE sports books activity is driven by football bets, boosting especially during the Super Bowl. PANAMA where players can bet on local and international horse races, greyhound racing and other sports. In 2013 the new betting shop Turff Bet & Sport Bar Fiesta Soloy was opened. In Panama, the Company also operates under the brand CODERE Apuestas. CODERE operates 66 betting shops in Panama under the brand Turff Bet & Sport Bar, among which we would like to highlight the following ones: Monte Carlos and Presidencial within Presidente Remón Racetrack, the Turff Bars at Radisson Casino, Sheraton Casino, Plaza Mirage Casino, El Panama Casino and inside the gaming machines hall at CrowN Racetrack In 2014, the trainer Joao Escobar started a seminar for Turff & Hípica de Panamá employees(betting area). The training was conducted weekly starting from October, with different classes based on promoting the culture of the Company (Mission, Vision, Company´s Values) and client-centric techniques. 59 BUSINESS AREAS | SPORTS BETTING URUGUAY In Uruguay CODERE operates several betting shops offering simulcasting. In Montevideo, the betting shops are located inside the gaming halls 18 de Julio and Montevideo Shopping Center and at the Maroñas National Racetrack (whenever there is a horse race). In 2014, CODERE continued to operate directly Maroñas National Racetrack and Las Piedras Racetrack, besides the active support given to three other racetrack in Uruguay (Paysandú,Colomia and Melo). All these racetracks form the so-called SINT (Turf National Integrated System), an outstanding project of the Government to continue the revitalization process of the country´s equestrian industry. (JCRGS), through which the Company provides services of processing and aggregation of bets on horse racing, being also responsible for managing the call-center and the bets by remote means ADW (Advanced Deposit Wagering), and for the management of the IT equipment for local races and the international simulcasting races. The investment made jointly, totaled R$ 6million, and is intended to technological infrastructure and improvements in the racing structure, in order to modernize and integrate the bets at Jockey Club do Rio Grande do Sul in the international market. In August 2014, CODERE signed an agreement with Jockey Club do Rio Grande do Sul In November 2014, CODERE Brazil, Hípica Rioplatense Uruguay (HRU) and Jockey Club do Rio Grande do Sul (JCRGS) signed an unprecedented agreement that allows the international integration of horseraces betting at Maroñas and Las Piedras Racetracks in Uruguay with horseraces betting at Cristal Racetrack in Porto Alegre (Brazil). Thus, it is possible that Brazilian people could bet on horseraces at Maroñas and Las Piedras (using the HRU system), and the concession company in Uruguay, could also make available the horseraces at Cristal Racetrack. 60 CODERE | ANNUAL REPORT 2014 BRAZIL In Brazil CODERE operates sports betting since 2006 along with the main country´s equestrian clubs. Important agreements are boosting the business Avobe:Façade of Turff Bet & Sport Bar in Moinhos At the end of 2014, CODERE operated seven betting shops in Brazil under the trademark Turff Bet & Sports Bar. These betting shops offer clients the possibility to bet on national and international horse races. These latter are called international simulcasting and its arrival in the Brazilian market has contributed to the recovery of the turf across the country. of CODERE Brazil, especially in turf media such as the newspaper Jornal do Turfe. During the World Cup in Brazil, the “Copa de Prêmios Turff” promotion was carried out raffling out tv sets and official football team shirts. They also launched the “Turff na Palma da Mão” campaign, through which clients could visualize the horseraces via JCB application. Throughout 2014, in order to boost sales in its betting shops, marketing actions intensified: Through the campaign: “Por que jogo na CODERE?”, (inspired by a marketing action developed in CODERE Italy), surveys were conducted to assess the customer experience inside the betting shops and also to boost the image Left: CODERE Brazil “Copa de Prêmios Turff” promotional campaign 61 BUSINESS AREAS | SPORTS BETTING Racetracks CODERE operates 4 racetracks: Las Américas Racetrack (Mexico), Presidente Remón Racetrack (Panama), and Maroñas National Racetrack and Las Piedras Racetrack, both in Uruguay (*). The horse racing industry has evolved over time. Today, along with horse racing and betting, it also operates under the racino model, which allows the installation of gaming machines in the equestrian enclosures or halls belonging to the racetrack, in order to help funding this activity. The Company, due to its industry expertise and excellent management procedures, provides successful formulae to enhance this activity, which in the late 1990s found itself in recession in Latin America. Las Americas Racetrack (Mexico), Presidente Remon Racetrack (Panama) and Maroñas National Racetrack (Uruguay) belong to the International Federation of Horseracing Authorities (IFHA), a prestigious international body that promotes good regulation and best practices in international horseracing matters. track in the northern part of Mexico City, in an area of nearly 60 acres of federal property. In 1997, the CIE Group obtained the concession to operate it and after a 3-year renovation process, it reopened its doors to offer the live show of horse racings. In 1943, one planned to organize annually a great race: the big Handicap of Las Americas, with the participation of horses coming from all over the continent. Despite the many difficulties such as the travel distances, time acclimatization of horses or the height of the city of Mexico (2,240 meters above sea level), this race positioned itself as “the great race of Mexico” (the one that everybody-owners, jockeys, trainers- want to win once in their life). In March 1943, the Mexican president Manuel Avila Camacho opened Las Americas Race- On May, 31st, 2014, Las Américas Racetrack celebrated the LXIX Edition of the Longines Handicap of Las Américas, the winners being the horse Diamante Negro (Black Diamond) and its jockey Moisés González García. At the Jockey Club, they also celebrated María Félix´s (“La Doña”) Centenary, one of the most important Mexican movie actresses. 62 CODERE | ANNUAL REPORT 2014 MEXICO (*) NOTE: Due to the new method of consolidation-the equity method-, Uruguay does not include HRU data which would reflect the 2 racetracks. Through the halls of Las Americas Racetrack an exhibition dedicated to this actress was organized and the sixth race of the event was named after her, delivering “María Félix´s Cup”. This event celebration was attended by various authorities from CODERE and the Racetrack, such as Juan Miguel Ponce, Vice-president of CODERE; Sergio Alaman, Managing Director of Las Americas Racetrack and Mariano Osorio, sponsor of the event, among other personalities from the world of racing and fashion. In 2014 other important activities took place at the Racetrack: On February, 28th, inside Granja Las Américas they inaugurated the Turibus route from Polanco up to Las Américas Racetrack. Miguel Torruco Marqués, DF Tourism Secretary; Rodrigo González Calvillo, CEO of CIE Las Américas, Sergio Alamán and Juan Miguel Ponce attended this inauguration event. On March, 5th, the veterinary clinic of Las Americas Racetrack opened its doors. The center attends the horses running in the enclosure and also serves other equine disciplines. Alongside these facilities, it was put into operation a pool for the recovery of horses. At present, the racetrack has been recognized worldwide as one of the best equipped racetrack and providing the latest technology. On March, 29th, on the 71st anniversary of Las Américas Racetrack, they organized along with Notimex (Mexican News Agency) an exhibition of 60 photos: “The eyes of Notimex photographers” in which the great moments of sports, art, culture and entertainment took shape. PANAMA Currently CODERE Panama operates the only active racetrack in Central America, Presidente Remón Racetrack, with capacity to accommodate over 20,000 people and counts with about 1,000 horses and has about 300 employees. Near the racetrack, there are several betting agencies in which, through simulcasting, one can live bet for the races conducted both in the country and abroad, in a friendly atmosphere and with high quality service. In Panama these agencies operate commercially under the brand Turff Bet & Sports Bar. 63 Among the important events at Presidente Remón Racetrack in 2014, we would highlight the following: The 86th edition of the Classic race Presidente de la Républica: On Sunday June, 1st at the Presidente Remón Racetrack , the 86th edition of Presidente de la Republica horserace took place and the American horse Smart Dna entered into the select group of horses winning this prestigious award twice. BUSINESS AREAS | RACETRACKS Above: María Félix´s Centenary Above: Turibus Route presentation at Las Américas Racetrack Above: Recovery pool for horses. Veterinary Clinic at Las Américas Racetrack The 58th Anniversary of Presidente Remón Racetrack: On July 14th an event delivery of baby layettes at the maternity ward of Hospital Santo was carried out. A recreational journey including lots of activities and “ancient games” with the participation of jockeys and employees followed. Jockeys Graduation Event at Laffit Pincay Jr. Jockeys Training Academy On December, 2nd, 13 trainees celebrated their graduation from the Laffit Pincay Jr. Jockeys Training Academy. This school, which opened on March 17th, 2009, aims to discover great jockeys and ensure complete education of its graduates. During the 24 months of the training process, students are instructed in equestrian matters and receive academic training to ensure complete education. The recognition of this institution, internationally, promotes the image of Panama as - “Home of the best jockeys in the world.” Christmas for Children These last three years the employees of the racetrack and the Hipíca Panama SA, carried out the delivery of presents to the children attending Presidente Remón Racetrack on De- 64 cember, 25th. The event was completed with numerous surprises and with the presence of Santa Claus. Above: Jockey Felix Salgado together with his horse Smart Dna, as winners of the Presidente de la Républica URUGUAY horserace. Maroñas National Racetrack is one of the most important tourist attractions in the region. In 2003, Hípica Rioplatense Uruguay (HRU), a company born of a strategic partnership between Sociedad Latinoamericana de Inversiones and CODERE, won the bid for the management of the racetrack. Above: Miguel de la Marta, Following the racino model, the activity of the HRU in Uruguay is currently concentrated in CODERE | ANNUAL REPORT 2014 CEO of CODERE Panamá during the graduation event. the capital of the country, where in addition to operating the racetrack, the Company operates a horse betting system and several entertainment halls. the job profiles that are part of the equestrian activity. In 2014 there were more than 100 equestrian meetings and more than 1,000 horse races at Maroñas. During 2014, the Company also expanded its betting and signal distribution network in the center of the country and made progress in improving infrastructure and capacity of the racetrack in order to provide the best service to its visitors. Among the outstanding activities of the year: On January 6th, 2014, the 116th edition of the José Pedro Ramírez Gran Prix took place, a locally and internationally acknowledged horserace for the participation of winning horses and the presence of prominent personalities from horse racing industry, politics and entertainment. On its side, Las Piedras Racetrack, reopened in 2013, continues to consolidate itself as the second largest equestrian center in the country. In 2014 more than 51 meetings promoting the passion for this activity were celebrated. The racetrack launched a new School for Jockeys and Horse Grooms, a very important initiative for the professionalization of one of 65 BUSINESS AREAS | RACETRACKS 5 Corporate Governance CODERE Shareholders CODERE meets the Standards of Good Corporate Governance to protect the interests of the Company and its shareholders and monitors value creation and the efficient use of resources. The IPO in October 2007 allowed CODERE to expand its shareholders base and access greater equity financing. At 31 December 2014, 68.5% of the share capital was owned by the Martínez Sampedro family, both through their direct participation and indirectly through Masampe Holding B.V. and other companies. Other directors hold 0.544% of the Company´s equity and the free float stands at 30.964%. Masampe Holding B.V. is the company through which the Martínez Sampedro family participates indirectly in the equity of CODERE. The chairman of CODERE, Mr. José Antonio Martínez Sampedro, directly and indirectly controls 63.771 % of the entire Group. 68 CODERE | ANNUAL REPORT 2014 CODERE SHAREHOLDERS (As per December 31st 2014) DIRECTORS MASAMPLE HOLDING BV FREE FLOAT 17.690% 51.346% 30.964% 2.537% 2.184% MR. LUIS JAVIER MARTÍNEZ SAMPEDRO* MS. ENCARNACIÓN MARTÍNEZ SAMPEDRO 0.544% 12.425% OTHER DIRECTORS MR. JOSÉ ANTONIO MARTÍNEZ SAMPEDRO 51.346% 30.964% MASAMPLE HOLDING BV FREE FLOAT (*) Indirect voting rights on shares directly held by M LUXEMBOURG SIF GLOBAL ASSETS BRISA (2.355%) and Recreativos Metropolitano SL (0.182%). 69 CORPORATE GOVERNANCE | CODERE SHAREHOLDERS Governing bodies The General Meeting of Shareholders and the Board of Directors, with executive and external directors, represent the Group´s highest governing bodies. On June 25th, 2014, CODERE held its eight Annual General Meeting of Shareholders following the flotation of the Company. A large percentage of share capital was present or represented, amounting to 42,259,731 shares or 76.785% of share capital. The Board of Directors counted with the majority support of the shareholders in the meeting and approved CODERE´s Annual Accounts and Management Report as per December 31st, 2013. Similarly, the shareholders agreed to reelect “Masampe SL” as a Nominee External Director, upon prior favourable report by the Corporate Governance Committee. Finally, the Remuneration Policy of the Board Directors for 2013 was submitted to the vote of the shareholders and received broad support with the approval of 99.4% of the capital present or represented at the meeting. Among the functions and duties of the Board of Directors, without prejudice to the powers of management and representation attributed thereto, the Board has the core mission of approving the Company's strategy and organisation as required to put it into practice and to monitor and ensure that executive management meets the established objectives and respects the Company´s best interests. The Board meets as often as the Company's interests require so or as stipulated by the Bylaws. During 2014, given the Company´s particular situation, CODERE´s Board of Directors met twenty-three times, and additiona- The Company´s Board of Directors consists of 10 members: Mr. José Antonio Martínez Sampedro, Mr. Luis Javier Martínez Sampedro and Mrs. Encarnación Martínez Sampedro are executive directors; the remaining seven are external directors (two independent directors, three nominee ones and the other two directors belong to the category of “other external directors” under the Law 31/2014 amending the Spanish Companies Act) and have been appointed based on their high professional qualifications. 70 CODERE | ANNUAL REPORT 2014 Below: General Meeting of Shareholders 2014. BOARD OF DIRECTORS NAME POSITION POSITION NATURE DATE OF FIRST APPOINTMENT DATE OF LAST APPOINTMENT Mr. José Antonio Martínez Sampedro Chairman and Managing Director CODERE Group Executive 07/05/1999 25/06/2009 Ms. Encarnación Martínez Sampedro Managing Director CODERE Group Executive 17/06/1999 25/06/2009 Mr. Javier Martínez Sampedro Managing Director CODERE América Executive 07/05/1999 25/06/2009 Masampe S.L., represented by Ms. Cristina Martínez Soria* Vicepresident of the Board Nominee 28/07/1998 25/06/2014 Mr. José Ignacio Cases Méndez* Former Secretary of the National Gaming Commission. Nominee 17/06/1999 25/06/2009 Mr. José Ramón Romero Rodríguez* Managing partner of Loyra Abogados law offices. Specialists in gambling legislation. Nominee 17/06/1999 25/06/2009 Mr. Eugenio Vela Sastre Chairman of Grupo Cosien S.A; Chairman of La Maquinista Valenciana SA; Manager of La Maquinista Valenciana do Brasil, Ltda.; Director of COSIEN, SA; Director of COSIENSA Tecnologia em Estacinamentos, Ltda.; Chairman of COSIENSA Mexico,Ltda.; Chairman of COSIENSA Portugal, Ltda; Director of ULTRASEN Sistemas, SL; Director of Velfer Consultores Dos, SL Other External 17/06/1999 25/06/2009 Joseph Zappala Former U.S. ambassador to Spain (1989-1992) Independent 20/11/2002 25/06/2009 Juan José Zornoza Pérez Professor of Tax Law at the University Carlos III of Madrid Other External 17/06/1999 25/06/2009 Juan Junquera Temprano** Former Secretary of State for Telecommunications and the Information Society. Managing partner of Ineersum. Independent 10/05/2012 10/05/2012 Luis Argüello Álvarez Secretary: Non-member *Being appointed by Mr. José Antonio Martínez Sampedro **Mr.Juan Junquera Temprano has been appointed as a Coordinating Director COMMITTEES COMMITTEE Audit Committee MEMBERS POSITION Mr. Joseph Zappala Chairman Mr. Juan José Zornoza Pérez Member Mr. Eugenio Vela Sastre Member Mr. José Ramón Romero Rodríguez Member Mr. Juan Junquera Temprano* Corporate Governance Committee Mr. Juan Junquera Temprano Chairman Mr. José Ignacio Cases Méndez Member Mr. Eugenio Vela Sastre Member Masampe SL (Represented by Ms. Cristina Martínez Soria) Member Mr. Juan José Zornoza Compliance Committee Member Mr. José Ignacio Cases Méndez Chairman Mr. José Ramón Romero Rodríguez Member Mr. Joseph Zappala Member Masampe SL (Represented por Cristina Martínez Soria) Member Mr. Juan Junquera Temprano Member *Mr.Juan Junquera Temprano has been appointed Coordinating Director. 71 Member CORPORATE GOVERNANCE | GOVERNING BODIES lly took written agreements without meeting once, during the month of October. Under current legislation, and in particular following the recommendations on good corporate governance contained in the Unified Code of Corporate Governance approved by the National Securities Market Commission (CNMV), the Board of Directors created three committees with specific functions: Audit Committee, Corporate Governance Committee and Compliance Committee. – The Audit Committee: its main task consists in providing support to the Board of Directors in its financial oversight and, inter alia, to oversee the functioning of the Audit Department of the company, establishing standards for the financial control processes of CODERE and reporting on the annual accounts and other financial statements of the Group. During fiscal 2014, the Audit Committee has been composed of four directors (three independent and one nominee). However, following the amendments to the Spanish Companies Act by the Law 31/2014, two of the directors (Mr. Eugenio Vela Sastre and Mr. Juan José Zornoza Pérez) lost their status of independent directors, having spent more than 12 years uninterreptudely in this position. Given that the current wording of the Spanish Companies Act requires that in the composition of the Audit Committee should appear only external directors, two of whom, at least, must be independent just as the Committee´s President, in January 2015 the Board amended its Rules to this demand and proceeded to incorporate an Independent Director to the Audit Committee, Mr.Juan Junquera Temprano. On its side, the Committee proceeded to replace the position of President represented by Mr.Juan José Zornoza Pérez, appointing the Independent Director Mr. Joseph Zappala as the Committee´s President. Therefore, at present, the Committee consists of five directors (two independent directors, one nominee and two external directors who have lost their status of independent directors). and experience of directors and reports on the appointment and dismissal of directors and senior company executives. It also proposes and oversees the Company's remuneration policy and monitors compliance with the Internal Code of Conduct in relation to the Securities Markets, making proposals for improvement and monitoring compliance with corporate governance rules applicable in this regard. In 2014, the composition of this Committee, which has five members, included two nominee directors and three independent directors, although, as previously mentioned, the entry into force of the Law 31/ 2014 had as result the loss of the independent directors status for two of its members ( Mr. Eugenio Vela Sastre and Mr.Juan José Zornoza Pérez ). – The Compliance Committee is made up of five directors (two independent directors and three nominee ones). The main functions of this Committee include the monitoring of the Group's compliance with domestic and foreign law relating to gaming, and the evaluation of the internal control systems of the Company in relation to the gambling and money laundering requirements. – The Corporate Governance Committee incorporates the character and functions that the Unified Code of Corporate Governance of Listed Companies recommends for the Appointments and Remuneration Committees. This committee assesses the skills, knowledge 72 CODERE | ANNUAL REPORT 2014 73 CORPORATE GOVERNANCE | GOVERNING BODIES Standards of Good Governance The Standards of Good Corporate Governance are essential for the growth and development of the Group. CODERE focuses its Good Corporate Governance activities on two basic practices: A Control System and Standards of Compliance. CODERE believes that the establishment of standards of Good Corporate Governance, undertaken by the Company, is essential for the development and growth of the Group. CODERE focuses its Good Corporate Governance activities on two basic practices: – Control System and Procedures. The aim is to provide the Group with a fixed organisational structure and corporate culture, applicable to all entities regardless of their area of influence, establishing formal mechanisms of action, not bureaucratisation but aimed at establishing a pattern of controlled delegation to strengthen a culture of effective management and achieve the strategic coherence of the Group. The Critical Operations Committee was the first tool developed within the system to ensure the flow of information from the peripheral business centres to senior management for coordinated and coherent decision making. The Committee is formed by the executive directors of the company and reviews and approves the operations considered as critical and thus provides effective financial and legal control over the management of company's 74 assets. Since its creation, the Committee has audited and verified more than 1,600 relevant operations. The Procurement Office is the second tool implemented in order to provide a concrete structure for purchasing and contracting processes, establishing an action mechanism that promotes transparency, ensures the concurrence of suppliers and results in a reduction of acquisition costs for the company while promoting good corporate governance. Since its creation in mid-2009, the Procurement Office has managed over 605 significant procurement transactions at the corporate level, with a reduction in purchasing costs over 14% of the established budgets. In 2011 we completed the deployment in the different geographical areas where the Company operates and during 2015 we plan to create the International Procurement Office. - Standards of Compliance. These Standards are an essential piece that shows the special commitment of the Group to good business practices in the gaming sector, a highly regulated and sensitive industry. The Group's strategy is to go beyond what is required by re- CODERE | ANNUAL REPORT 2014 gulations and specific legislation and operate with a true spirit of fair play and responsible gaming. Earlier this year, to mark the entry into force of the Law 31/2014 to amend the Spanish Companies Act, there have been several milestones with high impact on the corporate governance of the Company , highlighting , inter alia, the following ones: In January 2015, the Board of Directors agreed to amend its Rules to adapt it to the new requirements and approved its restated text . During the same Board meeting, and in compliance with the stipulated by the above mentioned Act, the Board resolved to appoint the Independent Director Mr. Juan Junquera Temprano, Coordinating Director, empowered to call meetings of the Board or the inclusion of new points on the agenda, echoing the concerns of external Directors and oversee the evaluation of the Chairman. In the above mentioned extraordinary meeting, the General Meeting of Shareholders also agreed unanimously to set the maximum amount to be paid to its Directors, in their capacity as such, in the amount of 743,000 euros, starting from 2015 and until the General Meeting does not approve its modification. This amount, proposed by the Board itself, corresponds to the remuneration Directors received in 2014. In addition, as imposed by the current text of the Companies Act, and following the recommendations of the Unified Code of Good Corporate Governance for listed companies, at the meeting held on January 2015, the Board of Directors, after the evaluation of its performance and that of its Committees and of the chief executive of the Company in 2014, they approved the assessment report and the action plan to correct the deficiencies detected, produced by the Corporate Governance Committee. On March 24th, 2015, the Board decided to convene an Extraordinary General Meeting of Shareholders for April 27th, 2015, on first call, and April 28th, 2015 on second call, in order to, among others matters to be discussed, approve the proposed amendments to the Bylaws and the Regulations of the Company´s General Meeting of Shareholders to adapt them all to the new legal requirements. The revised text of these regulations was approved unanimously by the shareholders present or represented at the meeting, whose celebration was held at first call. Also, in compliance with the provisions of the current text of the Companies Act, at its meeting held in February 2015, the Corporate Governance Committee, following a favorable report issued by the Compliance Committee, they agreed the incorporation to the Board of Mrs. Cristina Martínez Soria, on behalf of MASAMPE SL, following the resignation for professional reasons of the former representative, Mr. Jose Maria Bermúdez Lastras. The Board of Directors agreed to take note of this replacement at its meeting held that month. 75 CORPORATE GOVERNANCE | STANDARS OF GOOD GOVERNANCE 6 Responsible Gaming CODERE and its personnel CODERE´s commitment to Responsible Gaming is based on strict regulatory compliance and the development of the communities wherever the Company operates. The Company´s commitment to Corporate Social Responsibility has been integrated into the Group´s business strategy and operational plan. CODERE´s business activity takes into account its relationship with the Company´s main stakeholder groups- regulators, customers, shareholders and employees-who are the drivers of the Company´s growth and allow the Company to be properly valued, all of whom are the targets of our Corporate Social Responsibility policy. CODERE develops strategies that go beyond what is required by the competent business management and provide intangible reputational gains that allow us to obtain a clearly differentiating competitive advantage. Moreover, given that the company´s business activity may a have a social impact, CODERE requires its managers, employees and partners to fully cooperate with regulators and users to professionally respond to their concerns. In line with the management and processes optimization plan started last year, CODERE continued its progress in all HR areas to keep building a personnel management model able to generate efficiency and profitability within the Group´s business units worldwide. Targeting human resources as a hub, and always aligned with the corporate values, the Corporate Human Resources Department (CHRD) continued to develop an integrated system that encompasses different aspects such as the unification of management policies and principles, clarification and standardization of processes and development tools, definition of skills, functional organization and all aspects related to the homogeneous management of human resources, both in terms of the employee seen as an individual and as a team. During 2014, within the Company´s restructuring process, CODERE conducted several necessary adjustment measures such as expenditure restraints, headcount restructuring and other measures of optimization and efficiency in all areas, thus enabling the Group´s recovery. In this scenario, the CHRD promotes the actions and / or tools necessary to boost these processes locally, as well as the measurement tools necessary to ensure its rigor and continuous improvement. 78 CODERE | ANNUAL REPORT 2014 SISTEMA INTEGRADO DE Tools implementation within the Business Units HR POLÍTICAS POLICIES RH MEASUREMENT, CONTROL AND INTEGRATED SYSTEM IMPROVEMENT TOOLS Job Description/ Job Title Presencia física en los países Validation of Key Pre - Executive Potential Certificaciones acreditativas del conocimiento Skills Assessment Implantación y acompañamiento HR Methodologies and Tools Development Sharing of knowledge and best practices PERSONS START-UP DRIVING ACTIONS HR WEBSITE Corporate Library Local library Documentary support and group discussions HR KPIs monthly report Annual HR budget Follow-up and control 2014 – HEADCOUNT SIZE AND COSTS REDUCTION (headcount net variation compared to 2013 : −2,662 employees) 4,248 New recruitments 2 Processes of Key Pre-Executive Potential Validation (for 55 employees) 139,440 Training Hours 1,223€ HR total investment per employee 7,251 Departures : 3,264 Voluntary Departures 3,987 Dismissals HR Budget €19.3 Million : 13.45% less than the initial budget 27.7% less compared to 2013 79 RESPONSIBLE GAMING | CODERE AND ITS PERSONNEL Consolidating methods and tools In order to maintain the trend of personnel investment optimization, we kept working on the continuous improvement of the processes and projects initiated in 2013. In this regard, the HR´s KPIs Report, although maintaining its main purpose of management and decision making tool, it was being consolidated with the improvement and enrichment as for the information it contains: we analyze the information received monthly to broaden the analysis and ratios and incorporate new graphics and conclusions and, starting this year, comparisons can be made among all the available data. Due to these improvements, the HR´s KPIs Report is a source for other reports coming from other departments and / or countries. The 2014 HR Budget Report has been also restarted on a quarterly basis with a further breakdown of concepts, allowing a greater and more comprehensive monitoring and control of how and where resources are invested within the HR area globally. Besides, the CHRD along with the other Group´s corresponding HRD and Economic and Financial Departments adjusted the current targets model for 2014, according to the Company´s circumstances and its current situation. Exploiting the synergies and the Group´s strategic plan, we proposed a new approach in setting the targets for 2015 onwards, in ac- cordance with the new key management lines CODERE must follow to achieve sustainable and profitable growth. We also maintained in force the other processes previously implemented such as the structure of Corporate Perimeter (key personnel within the Group undergoing a special followup), with its consequent monitoring and permanent updating process, and the tax optimization programs such as Suma+ Program and the Flexible Remuneration plan. Driving eficiencies During 2014 we placed a special emphasis on the implementation process of policies and homogeneous procedures for the human resources management plan started in 2013. This process aims to ensure the use of a common methodology across all Group´s Business Units as for the basic functions of Human Resources area, being aware that each country may have its own specific peculiarities that one should take into account, making the necessary local adjustments of the policies and processes already established. In this regard, with the aim of disseminating the policies and sharing the practices related to them, we launched a common website on the intranet creating a Community of HR along with the different Group´s Human Resources TAX OPTIMIZATION 2014 FLEXIBLE • • • 82 employees joined it €214,840.78 in ordered products Products ranking: 1º Medical insurance. 2º Food allowance. 3º Computers/tech products. • • • 18 employees 519 travel days applied €209,932 total exempted amount TAX OPTIMIZATION PROGRAMA SUMA+ 80 CODERE | ANNUAL REPORT 2014 Departments. From this web one can access, view and provide all the information regarding the policies and procedures of the area and share both corporate and local knowledge. As per today, about 500 such documents are being shared. We also offered training to local HR teams. Through a series of modules - which, once completed, certify the trained personnel as HR executives – it is ensured that those professionals are trained and qualified to perform their roles within the human resources area as required and referred to in the policies and procedures established. The Success Critical Factors (SCFs), defined in 2013, were used both for Profiling Posts within the Group and for the selection of new candidates: the Interview on Professional Skills, plus a basic communication process in order to get information directly from the candidate, it is an essential tool for recruitment decision making process, since its goal is to find professionals who, in addition to adequate training and experience, possess the necessary “skills” (success critical factors) for adequate performance as for their job position. In 2014 we conducted a Validation of Potential session in some of the Group´s business units (Spain and Italy). After identifying where there might be Key Pre-Executive Potential - among employees with intermediate executive and expert positions-, we proved the existence of potential through the methodology of “Situational Assessment Center” (SAC). This methodology will be applied to the rest of the Group´s business units within the next few years. Furthermore, we renovated and updated the web application for the Performance Evaluation by launching the Online Tool for Skills Assessment. Through it, both the evaluator and the evaluated employee will be enabled to prepare, implement, validate and display their assessments easily, in order to boost a system able to assess the performance of the employee in his corresponding job position, maximizing his/her contribution to the company´s business and generating the pursuit of continuous improvement, through his/her recognition, development and training. This web application has already been implemented in Spain and will be used progressively in all Group´s business units (Italy, Mexico and Panama in 2015), streamlining the process and generating the added value of being able to store and centralize in a powerful corporate ERP (SAP HR) all the relevant information related to the more than 15,000 Group´s employees. These processes forming the HR Management Plan aim mainly to provide CODERE with an effective model as for the human resources management process, focused on merit, able to detect and develop their employees inside and outside the organization and thus enabling them to achieve the maximum performance level of their potential skills. PERSONS MANAGEMENT AND DEVELOPMENT POTENTIAL VALIDATION REGULAR POTENTIAL IDENTIFICATION POTENCIAL VALIDATION FOR PROMOTION TO SPECIFIC POSITIONS KEY PRE-EXECUTIVE POTENTIAL VALIDATION Design CODERE´s Potential Identification process to create a “bank”of employees who could assume major responsibilities and work contents within the company in the future. Design the potential validation process for promotion in Codere to establish a development strategy which could help orient in the future concrete employees development processes Validate employees potential and orient their generic potential to a key business area where the employee could follow a development process related to his/her profile and to a strategy of medium targets clearly established. 81 RESPONSIBLE GAMING | CODERE AND ITS PERSONNEL Communication is the key Internal Communication has played a strategic role in 2014, especially in the stages of uncertainty that have befallen the process of financial restructuring of the Company. Communicate with transparency and honesty is an essential pillar in the company-employee relationship. With this aim, CODERE Actualidad was born in 2014. This biweekly newsletter is a direct communication channel between the Chairman´s Office and the Company, with the desire to inform all employees about the Group´s main projects and milestones. Through its 22 issues in 2014, employees were informed with absolute transparency about the relevant aspects of CODERE´s evolution. Besides the Editorial “From the Chairman´s Office”, one can find interviews with managers and key personnel, articles reflecting relevant projects and internal news enabling a better knowledge of CODERE´s business areas worldwide, not to mention the interviews with personnel inside the gaming halls. In addition, quarterly, the Corporate CFO, Angel Corzo, presented the Company´s financial results, thus regularly updating the personnel on the Company´s situation. As part of this biweekly newsletter, we could mention a press review, a training video and a recommended reading as well as a survey, through which the employee is given the opportunity to express his/her view on issues of concern and it also allows the Editorial Board to know the employees ‘opinions, in addition to provide them with direct e-mail access to the Chairman´s Office and the Internal Communication Department. ARGENTINA Training programs Introduction to the processes and operating methodologies, entailing different courses: - ISO Standards: In relation to the audit conducted in September 2014, the employees were training by means of the e-learning platform concerning the ISO Standards, the Quality Policy, the processes certified by the ISO Standard 9001:2008. This course consisted of three units, each one of which was mandatory for certain job positions. The audit conducted as a follow-up to certification ISO 9001 standards, under the 2008 version thereof, was successfully passes. In 2013, CODERE Argentina was awarded ISO 9001 Certification for the Customer Assistance Processes, backed by international standards of quality, having successfully passed the first IRAM 90600 Certification audit, in the 2010 version thereof, having been awarded the certificate for three years (Complaints Management Systems certification). SAfety & Health program The objective of this Program consists of training in prevention, health and risks which could arise during work in accordance with the Safety & Health-related regulations. The training sessions were divided among the following topics: - Fire & Evacuation: This training activity lasted one full day and was provided to the entire personnel. - Money Laundering: The objective was to train the entire gaming halls personnel for the purpose of complying with the regulations in force concerning Money Laundering and the Financing of Terrorism. This training was provided via e-learning. - First Aid & CPR: For the purpose of instructing the brigade members as to basic first aid and cardiorespiratory resuscitation techniques. Provided for different job positions. 82 CODERE | ANNUAL REPORT 2014 Above: CODERE Actualidad newsletter screenshot. - Prevention of “struck by” or “struck against” injuries: Activity provided for all personal for the purpose of preventing unsafe conditions. Left: Evacuation drill in Getafe (Madrid). - Occupational Risk: Training aimed at preventing occupational accidents: • Kitchen: Prevention of heat burns, cuts and puncture wounds and accidents and handling of substances. • Maintenance / Electronics technicians: Instruction on the correct use of handtools and tool ergonomics, jobs involving welding, prevention of electrical hazards, etc. This activity took one hour and was provided for maintenance, cooling, receivers and collectors technicians. - Ergonomics: Aimed at providing information on the proper sitting/standing positions for doing an injury-free job for correctly lifting and moving loads manually. Provided for busboys and waiters and all employees doing sewing work. - Food Handling: Training in the basic concepts for food preparation, conservation and presentation, focusing on hygiene and correct handling. Provided for different jobs profiles, this activity was held in the San Martín gaming hall. MEXICO Interested in fostering organizational health and enhancing the human capital, innovative strategies have been promoted via the Human Resources department for attracting, developing and keeping talent, some of the most noteworthy being: Organizational health programs - BienStar: For the purpose of bolstering the organizational climate, further strengthening corporate identity and stimulating employee participation and development based on for pillars: Communication, Recognition, Integration and Development. skills and attitudes by becoming creators of “Moments of Truth”, having a positive impact on the business results. This program includes different units delving into emotional intelligence, managerial skills and customer service. - BTP Your Challenge / Generation 2015: The first leg of the BTP (Buscando Tu Permanencia) Tour was carried out under the theme of the Formula 1 races. Visits were made to all of the Univision Sports Networks, boosting the feeling of belonging to and forming part of a team-oriented view. More than 5,008 employees attended the event. The second stage was focused on reducing the Company’s uncertainty resulting from the Group reorganization process. - Avanza: This is a Performance Evaluation process. - Talent Hotbed: Training plan carried out for analyzing the needs of the employees in the realms of: Communication, customer service, Excel or Project Management. - Entertainment University: Objective: promoting the professionalization of the Group’s employees thanks to a program resulting from CODERE’s agreement with the Commercial Banking School (EBC). In June, ten students graduated, having earned a Bachelor’s Degree in Entertainment Business Administration and a degree officially valid for the Office of the Secretary of Public Education. A total of 33 new enrollees from two further generations are currently in the process of completing their studies. - “Moments of Truth” Factory: Starting as of November 3rd, a total of 63 managers and 689 middle-management employees had the chance to further develop their know-how, - Leaders in Development: Commercial Banking School diploma aimed at training leaders of positive action by strengthening their organizational, teamwork and communications skills. A total of 91 employees from three graduating classes have completed their stu- 83 RESPONSIBLE GAMING | CODERE AND ITS PERSONNEL dies encompassing the fields of: talent management (Human Resources), strategic view (Operations), sales and service (Marketing) and finances for non-financiers (Finances). - “Apply Yourself”: Commercial Banking School program aimed at CODERE employees completing their secondary / higher education by means of the single Ceneval (National Center for the Evaluation for Higher Education) examination. Up to 2014, a total of 5 graduating classes have taken part, having earned a total of 49 secondary education certificated. - National Adult Education Institute (INEA):. Program offering the “Granja las Américas” and “Hipódromo de las Américas” racetracks personnel the possibility to complete their primary and secondary schooling thanks to an agreement with the National Adult Education Institute (INEA). A total of 15 people earned their official schooling completion certificate in 2014. - Organizational Climate Actions: The actions for further enhancing the working climate set out in the survey conducted in 2013 were carried out. A total of 50 actions were detected which will require the participation of 350 employees. - “Aprendiendo Del Negocio” (ADN) [Learning from the Business]: Program enabling the administrative personnel to get to know the business units of the “Las Americas Racetrack” and the “Granja de las Americas”, as well as the main processes on a hands-on basis. In 2014, a total of 57 employees took part in this program. - H.A.B.I.T.O.S.: Course aimed at providing concepts and tools of excellence for generating a corporate culture making it possible to provide the customers with the finest service. In 2014, a total of 635 people took part in this program. customer entertainment skills. - CODERE Informs: Publication about CODERE and the business in the in-house notices spaces and bulletin boards in the monthly newsletter. - Children’s Contest: On the occasion of “Children’s Day”, a “Drawing a Day with My Family” art contest was held, in which the children of employees from the “Las Americas” complex drew pictures of what a regular day with their elders is like. - Other activities: Holding celebrations of Special Days, recognition of the work done (Week of .. or Salesman of the Month), special sales with discounts, etc. CORPORATE RESPONSIBILITY PROGRAMS: - Hurricane “Odile” Solidarity Campaign: In September, following hurricane “Odile”, the HR team promoted initiatives for providing support for the “Los Cabos” and “La Paz” casino employees who were victims of the hurricane with savings fund loans and food. A food drive was held at the “Las Americas” complex to be distributed to the affected areas. - Healthy Life Program: In-house program carried out at the “Las Americas” Complex focusing on health care. PROCESS ENHANCEMENT PROGRAMS - HR Certification: A total of 39 HR employees have gone through a certification process for enhancing their know-how and skills in the areas of: Recruiting & Screening, Personnel Management, Labor Relations and Situational Assessment Center. - Regulatory Plan: Training for dealing with the inspections and fully complying with the regulations of the Office of the Secretary of Labor and Welfare. - Code of Ethics and Conduct Training ITALY - 777 Induction Program: Training aimed at the homologation of the process of the induction of newly-hired personnel. CODERE Academy - Food & Beverage Academy: Updating and professionalization of the employees from these areas for promotion a service of excellence. - Farm School: Implementation of the programs: Certification and Introductory Workshop for instilling the culture and promoting October 22nd marked the end of the first cycle of CODERE Italy Talent Program designed and carried out by CODERE Academy, a program for developing leadership and professional efficiency with the objective of creating tomorrow’s managers. The participants had a team of mentors from the Group, including: 84 CODERE | ANNUAL REPORT 2014 Germana Alviggi, Jacobo Lopez Zafra, Vincenzo Orofino, Alejandro Pascual, Marco Raccuini and Massimo Ruta. - “InCODERE”: A new in-house communications tool disseminating information on the Company: “InCODERE - Il nostro mondo tutto da vivere. This publication puts out 4 issues a year and includes: CODERE events, news and initiatives. December issue is devoted to recapping the most outstanding and entertaining moments of the year. - Gaming Cup: In 2014, the 3rd edition of the Armellini Gaming Cup, a tournament organized in memory of Massimo Armellini, our colleague from Lottomatica, who made a major contribution to developing the gaming sector in Italy. Gaming companies including the following ones take part in this tournament: Eurobet, Cogetech Iziplay, Paddy Power, CODERE, Italian Customs Offices Association, Lottomatica, BetterSlot, Sisal Matchpoint, Bwin, Intralot and Admiral Interactive. BRAZIL Training In 2014, nearly 20 employees were awarded college scholarships. In all, a total of 1,215 hours of Spanish classes were taught face-toface and via Office Communicator to the employees in other provinces. Agreements were also signed with language institutes for English classes at up to 25% discounts. - “Conexão CODERE” [CODEDE Connection] Newspaper: In 2014, a new in-house communications tools was implemented, being emailed to employees monthly. This newspaper includes news and information connected to the business, highlighting the best employees of the month or information on other of the Company’s business units and advices related to language learning (Portuguese and Spanish). - Achievement Rewards Program: In 2014, a project was gotten under way with the aim of evaluating the employees (cashiers) who had surpassed their individual objectives and achieved the top 2 classifications in each business unit. The number one-ranked employee collects 1% of the objective surpassed, and the runner-up, 0.5% for profits in foods. Besides, 85 it is required that the business unit have surpassed its monthly goal (EBITDA). In all, the profit totaled the sum of R$ 14,022.26 for 13 employees. - Integration Meeting: In February, an event was held at a hotel located near São Paulo (Mairiporã), which was attended by executives, managers and other co-workers from the São Paulo office and from the Río de Janeiro and Porto Alegre business units. In addition to informing on the strategy guidelines for the year, this event promoted integration and teamwork. COLOMBIA - 2014 Bogota International Half Marathon: As in previous years, CODERE Colombia took RESPONSIBLE GAMING | CODERE AND ITS PERSONNEL part in the Bogota Media Marathon, promoting the health, well-being and healthy living habits of its employees. A total of 76 of the Group’s athletes took part in the latest edition of this race, held on July 27th. Their participation was through the United for Colombia Foundation, through which the Company collects funds for the rehabilitation of victims of the armed conflict. Other activities - New Bogota headquarters offices: In 2014, CODERE Colombia completed the new more comfortable and convenient Company facilities, located in a new building equipped with modern spaces including: Fitness center, a spacious dining hall seating 160 people and a training room seating 50 people. - School Scholarships: The HR Department awarded 80 school scholarships for the elementary and secondary students who are the children of employees and who had earned the best grades for the 2013 school year. PANAMA Benefits for employees -Multi-Benefits Card: The “I’m CODERE” Card is being promoted through the Marketing Division and includes 5 categories of affiliated businesses: shopping, education, entertainment, restaurants and health. This card offers discounts of 5%-50% at affiliated establishments throughout Panama. In-house events: - Ten-Years of Service Award: The employees having completed 10 years of service were given gifts as a token of distinction and recognition. - Mother’s Day: CODERE Panama paid a special tribute to mothers by holding a commemorative luncheon, in addition to contests, gifts and surprises. - Co-Worker of the Month: CODERE Panama recognizes its employees who are most outstanding for their attendance, punctuality or the performance of their duties. Each person selected is given a diploma, a gift and has lunch with the manager of his/her casino along with a companion. - CODERE Values Cup: For the purpose of promoting playing sports and peacefully getting along with others, an in-house tournament was held with the participation of around 200 employees, having been of a nationwide scope for the very first time. - CODERE Emergency Brigade: For the purpose of fostering a preventive culture, the Surveillance and Security Department set up the emergency-prevention brigades. The different brigade members took part in the training workshops including the topics of: Evacuation, fire prevention, the use of fire extinguishers, etc. These measures were carried out at different CrowN Plaza Mirage, Fiesta Nacional and CrowN Hipódromo racetrack business units. - Christmas Activities: The 2014 Christmas celebration included the participation of the employees’ children, who enjoyed visiting the “El Charco” pond trail in addition to attending a theater and recycled crafts workshop for the purpose of learning the importance of taking good care of the environment. - Grand Christmas Tree Illumination Ceremony: Christmas carols sung by the San Andrés chorus, and the youngest children were the center of the “2014 Grand Christmas Illumination Ceremony” held on December 5th. CODERE Panama gave out Christmas baskets to the employees. 86 CODERE | ANNUAL REPORT 2014 Training Left: Gaming Cup 2014 celebration - Customer Service Induction Training: On June 1, 2014, the Training Department prepared a workshop at the “Presidente Remón” Racetrack for the purpose of training the personnel who would be working at the “President of the Republic’s Classic” serving our customers. - Stress-Combatting Salsa Dancing Workshops: For the purpose of training, motivating and lessening the effects of workday stress, the first Salsa Workshop for Office Employees was held, having met with success. Left: CODERE Brazil Integration Meeting - “Somos uno, Somos todos”[“We’re One, We’re All”]: This initiative is aimed at contributing to the employees’ personal development and improving the working climate. - New Employee Academy: In 2014, different academies were held for the newly-hired employees working in the areas of: Cashier’s Desk, security, CCTV, SAT and table academy. Left: CODERE Colombia - Counterfeit bill-detecting workshop: This is a continued education program offered for the employees working at the tables, cashier’s desk and at Turff. team at the 2014 Bogota International Half Marathon - Reinforcing the turf: Seminar for the Turff and “Hípica de Panamá” racetrack betting area based on corporate topics and customer service techniques. Left: CODERE Colombia offices 87 RESPONSIBLE GAMING | CODERE AND ITS PERSONNEL - Entertainment Workshop: For three days, the employees had the chance to learn different social hosting techniques at the hand of TVN TV actor, designer, and cartoonist Ludwik Tapia. - 2014 Job Promotions: CODERE Panama closed 2014 with 130 job promotions, marking a 195 rise over 2013. The area continuing to show the greatest number of job promotions was Operating Fund, totaling 29%. URUGUAY HRU employs over a thousand people in different tasks, trades and professions. Its HR policy is based on respecting employee rights and its constant concern with seeking integral personal development on the basis of job performance. In 2014, the Company made a leap forward in quality by implementing the Performance Assessment for all of its employees for the pur- 88 pose of contributing the further enhancing the skills and abilities of the people who are carrying out the different activities. In 2014, special attention was focused on training, employing more than 12,432 hours encompassing different areas and levels, including a Leadership School, in which 100 people took part by way of a two-year training program. The Company has continued working on improving the working climate, by generating a schedule of milestones and activities for integration, improving its communications channels and promoting the sustainable growth of the communities surrounding it in synch with an environmental awareness and the efficient use of resources. In 2012, five priorities for action were set: Local development, education, responsible, healthy gaming, youth employment and environment. All of these priorities, integrated into the management model, Human Resources model and community outreach. CODERE | ANNUAL REPORT 2014 Above: CODERE Panama “Somos uno, Somos todos” Program 89 RESPONSIBLE GAMING | CODERE AND ITS PERSONNEL Compliance CODERE´s Compliance Policy evidences our special commitment to the laws against fraud and money laundering, as well as to the values of honesty and integrity in corporate business practices and compliance with the internal code of conduct. CODERE´S COMPLIANCE POLICIES CODERE always keeps in mind that it operates in a particularly sensitive industry, such as the gaming sector. This is a sector that has undergone different degrees of public perception throughout its history, shifting from the absolute prohibition, with negative consequences, to the highest standards of regulation and management, through intermediate periods of existence in a legal vacuum. assumed the full scope of the Compliance Function as an independent function that identifies, advises, warns, monitors and reports on compliance risks in organizations, such as the risk of receiving sanctions for legal or regulatory violations, the risk of financial or reputation loss due to the failure to comply with applicable laws, regulations, codes of conduct or standards of good practice (together “laws, regulations and standards”). As the industry leader, CODERE believes that it should take on the challenge of establishing guidelines for excellence with authorities, suppliers and customers, including all of them in its global strategies of corporate social responsibility and corporate culture. These guidelines take the form of a strict compliance policy that integrates the highest international standards on ethical requirements and the prevention of money laundering. CODERE requires itself and its partners and suppliers complete adaptation to the regulations of the gaming sector in each country in which it operates, and scrupulous respect for all financial, fiscal and labor laws, regulations and standards in force in each area where the Group operates. CODERE’S COMPLIANCE POLICY CODERE applies the 2004 Basel II Framework as the basis for its Compliance policies as well as all FATF Recommendations and the international models of Best Practices and Ethical Conduct. This way CODERE has entirely 90 The Compliance Policy evidences the special commitment of CODERE to the laws against fraud and money laundering, as well as to the values of honesty and integrity in corporate business practices and compliance with the internal code of conduct, all of which takes shape in the following strategic objectives: Establish the activities and mechanisms needed to implement a conscious culture of CODERE | ANNUAL REPORT 2014 compliance throughout the company as an indispensable tool to help reach and maintain the level of excellence that CODERE aspires to. Cooperate in identifying and establishing the highest standards of ethical conduct and compliance with applicable laws in the development of CODERE’s business activities. Achieve the proactive participation of all executives and employees in CODERE’s Compliance policies in the various activities and geographical areas in which the company operates, setting minimum coordination mechanisms and requirements among the various agents. Identify, evaluate and control the main Compliance risks, defined as those which can result in legal sanctions, material financial loss or loss of reputation as a result of possible violations of the laws, regulations and self-regulatory standards of the company or of the codes of conduct applicable to CODERE’s business activities. SPECIFIC RISKS COVERED BY THE CORPORATE COMPLIANCE DIVISION Reputational Risk: Possibility of losses due to negative publicity regarding the company and its business practices, whether true or not, intentional or not, resulting in a potential loss of customers or revenue or subjecting the company to prosecution. Operational risk: The possibility of losses due to the inappropriateness or failure of business processes, personnel, internal systems (fraud or internal actions), or because of external events. Compliance Committee MECHANISATION COMPLIANCE AND REGISTRATION DEPARTMENT AML-RC* ETHICAL CODE KYC** DIRECT MANAGEMENT CORPORATE DEPARTAMENTS & BUSINESS UNITS SPAIN ITALY ARGENTINA / Compliance Oficial URUGUAY / BRAZIL PANAMA MEXICO COLOMBIA Compliance Official Compliance Official Compliance Official Compliance Official *AML-RC: Anti-Money Laundering and Regulatory Compliance **KYC: Know Your Customer and Third-Party Transactions 91 RESPONSIBLE GAMING | COMPLIANCE Management of the Compliance Policy: COMPLIANCE DEPARTMENT FUNCTIONAL ORGANIC SENIOR COMPLIANCE DEPENDENCIES COMMITTEE MANAGEMENT BOARD OF DIRECTOR Compliance director & Direct relations COUNTRY DIRECTORS Corporate Department Managers Legal Advisory Supervisors/Country Compliance Officials Country Directors COMPLIANCE DEPARTMENT AREAS OF RESPONSABILITY - Compliance with gambling regulations in all geographic areas in which the Group operates. -Compliance with anti-money laundering policies. - Internal control requirements of due diligences on executive personnel and key managers. 92 -External control requirements of due diligence on natural or legal persons related to CODERE. - Institutional relations with anti-money laundering regulators and agencies. -Management of Ethical codes and complaints channel. CODERE | ANNUAL REPORT 2014 Legal risk: Possibility of losses due to sanctions, fines or being forced to pay damages resulting from breach of rules or regulations. Strategic risk: Possibility of losses due to the company being disqualified by the controlling authority to develop the relevant products or services or the failure to adapt to changing business conditions or requirements in the gaming sector. IMPLEMENTATION OF CODERE’S COMPLIANCE POLICY In 2005, CODERE´s Board of Directors approved the Company’s Compliance Plan, which contains the Group´s practical rules of conduct in this area and created a Compliance Committee chaired by an independent director. In 2006 the Board established the Corporate Compliance Department and during 2014 we continued to strengthen the processes in the following areas of action, which coincide with what the new Spanish law on the Prevention of Money Laundering and the Financing of Terrorism (Law 10/2010), the Royal Decree 304/2014 and the New Recommendations issued in 2012 stipulate: A. Implement and manage the International Policies on the Prevention of Money Laundering in CODERE, S.A. 1. Identification of recipients of awards and monitoring of suspicious transactions (STRs). 2. Reconciliation of reports to control and/or gaming authorities. Contribution on evidence on fraudulent payments or transactions. 3. Execution of Mandatory Education and Training Plans on the Prevention of Money Laundering for CODERE Group employees. 4. Represent CODERE with the money laundering prevention and gambling authorities. 5. Update and implement the company regulations on the Prevention of Money Laundering in each country as well as any as are required for the parent company of the CODERE Group (Spanish, European and FATF). Ethics and Corporate Conduct, which led in 2012 to removal of the specific local policies. 2. Design of a complaint channel for use by employees, customers and suppliers to avoid reputation damage, internal fraud or other damage to CODERE, beginning in 2011, and implementing the corporate standards across all geographic areas in 2012. 3. Verification of ethical conduct or conflicts of interest arising or not from the previous channel, elevating reports and/or proposals to the Compliance Committee. C. Implement and manage the Compliance Information System required by the CODERE Compliance Plan 1. Internal control policy and control requirements of due diligence on executive personnel and key managers. 2. External Third Parties Investigation (TPI) Control Policy through prior due diligence and control of natural and legal persons related to CODERE, particularly providers of gaming machines, and the movements and operation thereof. 3. Provide management tools to other departments or units and/or provide specific support for monitoring and verifying companies and individuals. 4. Prepare the required reports and accurate information on reputational risks and/or property damage to CODERE, reporting, where appropriate, to the Compliance Committee and/or Senior Management of CODERE. Moreover, the structures supervised by the Compliance Committee have been enhanced regarding the operation of local compliance officers. This was the case in Mexico, Colombia and Argentina, which have joined the existing structures in Panama and Italy in transcendentally enhancing the capabilities of the Corporate Compliance Department in its role of efficiently carrying out the Compliance policies. B. Implement and manage the Code of Ethics and Conduct, evidencing the use of best business and CSR practices in CODERE, S.A. 1. Entry into force in 2011 of the Code of The implementation of the new Mexican Law on Money Laundering Prevention´s requirements in regard to the gaming sector has been of great relevance for CODERE. The Company´s dimension in the previously mentioned country and the demanding legal thresholds on the identification and reporting 93 RESPONSIBLE GAMING | COMPLIANCE of clients have required a huge technological and human endeavor which has been successfully accomplished since September 2013 as its starting date. Below we have included a summary of the activities in the Prevention of Money Laundering (AML) and Third Parties Investigation (TPI) and AML training of employees and executives and control of customers and suspicious transactions carried out in 2014, both on the corporate level and in all business units and subsidiaries: Among the corporate and business units of the various countries where the CODERE Group operates, we have performed 4,618 Due Diligence inquiries of various types on third parties with whom the group has business or contractual relations, both individuals and legal entities. The control and reporting of awards and transactions to competent authorities, with the identification and registration processes required in each case, totalled 41,659 cases, in addition to 71 reports of suspicious transactions. This process has been carried out in full in all business units. 63 complaints/communications have been addressed through the different Ethical Channels managed by the local Compliance Officers as well as through the Corporate Complaints Channel, the corresponding confidential verifications and internal investigations in the company´s business units being performed.with the following tipology and result: We have performed 630 Due Diligence inquiries on CODERE personnel. In parallel, we have processed 1,076 direct express acceptances of the Global Code of Ethics of CODERE in different business units. Mandatory AML training has been provided to 3,466 employees. The courses were given internally by various Compliance Officers in Spain, Argentina, Italy, Panama, Colombia, Uruguay and Mexico; and also online in Argentina, Mexico and Colombia. MANAGEMENT ACTIVITY INDICATORS 2014: ETHICAL AND CORPORATE COMPLAINTS CHANNELS 2014 SPAIN & HEADQUARTERS ARGENTINA COLOMBIA ITALY MEXICO PANAMA URUGUAY TOTAL - - 2 5 n/a (en curso de definición) 9 Anonymous - 2 Identified 8 5 - - 36 5 n/a 49 Internal 4 3 - - 9 10 n/a 26 External (third parties) 4 4 - - 29 - n/a 37 Resolved 5 7 - - 38 10 n/a 60 In process 2 1 - - - - n/a 3 Unresolved 1 - - - - - n/a 1 ANONYMOUS NO SOLUTION-IN PROCESS EXTERNAL 44% 23% IDENTIFIED 94 INTERNAL 56% SOLVED 77% CODERE | ANNUAL REPORT 2014 95 RESPONSIBLE GAMING | COMPLIANCE CODERE Foundation CODERE Foundation is a non-profit organization that was founded in 2007, recognized and registered in the Foundations Protectorate of the Spanish Ministry of Education being a member of the Spanish Association of Foundations. The mission of the Foundation is the promotion of and collaboration in initiatives, both national and international, to enable the improvement and development of public policy on gambling and the structures upon which this industry is based, and to promote the development of the local communities in which CODERE operates. CODERE Foundation has agreements with public and private entities, encouraging collaboration among them. It also acts as a partner with all relevant institutions to convey a faithful image of gaming to society and aims to transmit the views, interests and needs of the gaming industry with the general public, the media and public authorities. SEMINARS Throughout 2014, CODERE Foundation has organized several workshops aimed at creating opportunities for reflection on the gaming industry, introducing itself to the highest level of the academic field. In May, it took part in the First Latin American Gaming Summit held by Casa de America (Madrid), a meeting that brought together gaming regulators, operators, professionals and companies with the aim of sharing experiences and creating an analysis environment, from an economic, political and social point of view, between Spain and Latin America. CODERE FOUNDATION BOARD Mr. José Antonio Martínez Sampedro, President Mr. José Ignacio Cases Méndez, Vice President Ms. Beatrice Rangel, Member Mr. Juan José Zornoza Pérez, Member Mr. Germán Gusano Serrano, Executive Director and Secretary to the Board Through the roundtable titled: “Responsible Gaming & Advertising”, which addressed various issues such as best practices in corporate responsibility among gaming companies or control and self-regulation mechanisms, among others, Mr.José Ignacio Cases, Professor Emeritus of Political Science and Governance at the Carlos III University 96 CODERE | ANNUAL REPORT 2014 Madrid and vice president of CODERE Foundation, said there was still a long way to ensure a real responsible gaming. On December 11th, CODERE Foundation took part in the Expo 2014 ANESAR Congress, held at IFEMA (Madrid) on the official launch of the 3rd edition of “Anuario del Juego en España”2013/14 (Spanish Gaming Yearbook 2013/14), reflecting the main updates as for the socio-economic data within the gaming industry. This publication is an important source of information for the gaming sector, governments and the general public, as it collects, sorts and analyzes all available information on gaming, tidying rigorously the existing information in this area. Insights of Gaming in Spain 2014”, setting out details on how the economic crisis promoted a more rational gaming expenditure among Spanish citizens. In December, CODERE Foundation launched the 3rd edition of “Anuario del juego en España” 2013/14 (Spanish Gaming Yearbook 2013/14) together with IPOLGOB. This publication is an important benchmark for the Spanish gaming industry, reflecting and analyzing all information related to the gaming sector which represents 2.5% GDP and provides around 200,000 direct and indirect jobs. It analyzes the evolution of the Spanish gaming industry from an economic and social perspective, segmented by autonomous communities and provinces since 2008. In order to foster and promote research, analysis, transparency and legal certainty within the gaming sector, CODERE Foundation collaborates with renowned specialists to release leading publications for the gaming industry. Among the new publications released in 2014 the following ones are to be highlighted: In July, along with the Institute of Politics and Governance (IPOLGOB) at the Carlos III University Madrid, CODERE Foundation presented the Fifth Report on the Social In July 2012, CODERE Foundation sponsored the workshop “Homo Ludens: The Public Dimension of Gaming” within the Political Science World Congress held at Complutense University in Madrid. In 2014 a publication with the same title gathered a collection of the contributions made during that Congress. This book analyzes, from an academic point of view, the gaming sector and the importance of its development in the western democratic society. It also addresses the importance of globalization in the gaming sector through technology, its impact on this field and the need to formulate new public policies to control this new economic activity in the 97 RESPONSIBLE GAMING | CODERE FOUNDATION PUBLICATIONS Below: First Latin American Gaming Summit (Madrid) future. All this, it was made possible due to the contributions of various international conferences and experts from Mexico, USA, Argentina, England or Spain who attended the aforementioned event. It also attended the 11th Spanish Congress of Political Science and Administration titled “Politics in uncertain times” held by the Spanish Association of Political Science and Public Administration (AECPA) at the Pablo de Olavide University in Sevilla. CODERE Foundation sponsored the workshop “Entertainment policies: gambling” debating on issues related to the Gaming industry thereafter compiled in a book titled “Six issues on Gambling. Business, Ethics and Corruption” published in 2014 by the Thomson Reuters Aranzadi publishing house. This book addresses several issues, such as the moral and ethical behavior of society against gambling, the assessment of potential damage that it can cause or actions aimed at achieving certain favorable regulations by the companies through lobbies. SOCIAL ACTIONS In order to support and contribute to the development of the society in the educational field, CODERE Foundation has promoted several initiatives in some of the countries where it operates its business, among which we would like to highlight the Laffit Pincay Jr. Jockeys Training Academy. It was launched in Panama City on March, 2009 as a training center for jockeys approved by the Panamanian Ministry of Education, located inside the Presidente Remon racetrack and operated by CODERE Group. This center aims to elevate the horse racing industry by improving the standard of training and learning process for its future graduates. On December 2nd, 2014 a new class of 13 jockeys graduated from this academy upon successful completion of their academic and sports subjects, thus forming the 5th jockeys graduated group since the opening of this academy. The Foundation also maintains its collaboration with the quarterly publication “Revista de Derecho de Deporte y Entretenimiento” (Journal of Sports and Entertainment Law), edited by Aranzadi, by providing material on aspects related to gambling legislation. 98 CODERE | ANNUAL REPORT 2014 Above: Graduation Event 2014 (Panama). Right: Launching of the Fifth “Report on the Social Insights of Gaming in Spain 2014” (Madrid). 99 RESPONSIBLE GAMING | CODERE FOUNDATION CODERE and the society CODERE Group expresses its firm commitment to the Principles of Corporate Social Responsibility as an integrating framework for its policies and actions with all the stakeholders with whom it interacts. The Company also seeks to identify local needs and areas where its contribution could be valuable especially in those countries where it operates and implements specific programs to help these communities. ARGENTINA Responsible gaming program During 2014, CODERE Argentina further developed its Responsible Gaming Program, counting with 126 Responsible Gaming Counselors in its gaming halls. Throughout the year, 4,740 leaflets were distributed to inform on this matter. In addition, the Company further promoted the Unified Self-Exclusion Procedure. An instructive document that aims to promote Responsible Gaming and to help complete the self-exclusion procedure was developed. Such documents were distributed in all gaming halls and public telephone booths exclusively connected with the toll-free line (0800-444-4000) belonging to the Provincial Institute of Lotteries and Casinos (IPLyC). The training of Counselors for the unification of this procedure and the installation of exclusive phone lines are all voluntary initiatives being implemented through CODERE Corporate Social Responsibility Plan. 100 Community and CSR internal management - “CODERE Green” Program: This program includes all the initiatives designed for the care and protection of the environment: Paper recycling (during 2014, 29,770 kilos of paper and cardboard were collected); Vegetal oil recycling (16,567 liters of vegetal oil were collected from all the gaming halls); Plastic recycling (60 kilos of plastic lids were collected and the resulting benefits were sent to San Justo Children Hospital). - Donations: CODERE Argentina supports various social movements in the municipalities where it operates its business: • • 1,250 school kits were donated to MTD Frente Popular in Lanus; and 3 first-aid kits, 250 school kits, cleaning products and furniture to the Education and Community Dining Area Panza Llena (San Justo). 600 school kits, 6 blood pressure monitors and 6 scales were donated in order to equip the following movements: Movimiento Popular La Dignidad, Movimiento 29 de CODERE | ANNUAL REPORT 2014 • • • mayo, MTR 12 de abril, MTD Aníbal Verón de Lanús. On Children´s Day, the Company donated 250 alfajores and 1,000 milk bricks for Jóvenes en Progreso and Obreros de la Libertad. The Primary school nr.35 (Morón) was equipped with 10 stoves. On Christmas, food and Christmas products were donated to several charitable organizations in La Plata, Lanús, and La Matanza. The 4th Edition Hospital Narciso López de Lanus Healthy Marathon: On September, 28th Hospital Narciso López in Lanús, in order to celebrate its new anniversary, held the fourth edition of Healthy Marathon, encouraging healthy living habits. Economic cooperation with R21: In 2014, the Company cooperated economically with R21, foundation created by Charly Alberti in 2010 aiming at understanding the depth of the climate crisis and challenges in Latin America. - Solidary Event in San Martín: The prima ballerina of the London Royal Ballet, Marianela Núñez, returned to her hometown to offer a solidary performance for the benefit of José León Suárez’ brothers, Gabriel and Santiago Zabala, who have spinal muscle atrophy for the purpose of raising funds for travelling to the Wu Steam Cels Medical Hospital in Beijing, China and undergo the treatment needed for their recovery. The event, with free admission for all, was held on August 16th at Villa Ballester’s German Choral Society and backed by funding from CODERE. - 2014 Municipality of San Miguel’s Patron Saint’s Day Festival Celebration: On Saturday, September 20th, the San Miguel Patron Saint’s Day Festival was celebrated, including youth olympic games and a video of the Olympic torch-relay ceremony. The celebration continued with a 9 km and a1.2 km marathon, musical performances and a ceremony at the San Miguel cathedral. MEXICO CODERE AND THE SOCIETY Corporate responsability activities Local integration programs - Altruistic Yak: On June 25th, at the Yak Polanco Casino facilities, the volunteer group from the Spanish Hospital held an Altruistic Yak to raise funds for elderly people requiring hospital care. - 132nd Anniversary of “La Plata” City: On November 19th, the City of La Plata celebrated its 132nd anniversary, and the Municipality held a number of events throughout the week-long celebration supported by CODERE: - International Children’s Day in “La Matanza”: On August 17th, CODERE staged a musical circus performance in celebration of International Children’s Day along with the children of “La Matanza” on the campus of the National University of La Matanza, with free admission for everybody. -Children’s Play Center at the Childhood Cultural Center: In July, CODERE made a donation for the “Casa Reforma” in the city of Guadalajara, Jalisco. This building, which is an architectural treasure, is being rehabilitated for the purpose of giving this building, which was such a center of activity in the 19th century, - Economic cooperation with the Banfield Club Kindergarten, to further enhance education. - Anniversary of the Municipality of San Martín: To celebrate the 158th anniversary of this city, a grand free recital was organized in Yrigoyen Park, at which the pop Singer Axel performed. This event, in which thousands of local residents took part, was also attended by Mayor Gabriel Katopodis. 101 RESPONSIBLE GAMING | CODERE AND THE SOCIETY Below: Altruistic Yak back to the city. Thanks to the contribution made by CODERE, a children’s play center will be installed and will serve as an educational space for small children and make it possible to get them off the streets and keep them away from drug addiction. -Donations: As one of the activities of CODERE Mexico, a Company committed to corporate responsibility programs and in fulfillment of its corporate values, donations were made in 2014 in the amount of $2,082,765.00 (Two million, eighty-two thousand, seven hundred and sixtyfive Mexican pesos). These donations were given to important social welfare institutions such as the Mexican System for Integral Family Development of Hermosillo, Boca del Río and the City of Juárez, Rosarito Red Cross and the Puppet Theater Arts Association, which used the funds to create the Childhood Cultural Center. Above: Childhood Cultural Center Children’s Play ITALY Responsible gaming programs In June 2014, CODERE started up a project for working with FeDerSerD (Italian Federation of Operators of the Dependence Departments and Services), in the dissemination of the Responsible Gaming culture. This project is for the purpose of improving the quality of the services and the interventions in the field of pathological gambling dependence and is aimed at supporting the GiocaResponsabile (Gamble Responsibly) service. GiocaResponsabile is the first free hotline in the country, which, respecting the caller’s identity not being revealed provides assistance and support for gamblers and their families: a service providing information on the assisted treatment and care services to which people having problems can gain access thanks to the help of expert therapists. This service can be accessed by means of a toll-free number 800.92121, available Mondays to Saturdays from 9:00 a.m. to 10 p.m. or by visiting the website www.giocaresponsabile.it, which provides information for dealing with the excesses of gambling and a list of services for assisting problem gamblers. Thanks to this assisted online treatment service, free support is being provided for the excesses of gambling. 102 SPAIN Solidarity programs CODERE got a community help drive under way at Christmas in favor of the Spanish Red Cross called “Solidarios 2014”. An initiative promoted through the corporate Human Resources Department, which collected food, clothing and toys at the workplaces in Alcobendas and Getafe in Madrid to help with the basic needs of those hit hardest by the economic crisis. In all, more than 200 kilos of staple food items, 30 kilos of clothing and more than 150 toys – in perfect condition – for the youngest CODERE | ANNUAL REPORT 2014 children were collected for the purpose of guaranteeing children’s right to play among the most vulnerable within the 0-17 age range. On December 12th, Red Cross volunteers collected the donation at CODERE. Left: CODERE Brazil“BrinqueDOExemplo” Project co-workers BRAZIL Solidarity programs “Cavalo Amigo” Equine-Assisted Therapy: As of 2009, CODERE Brazil has been working together with the Center “Cavalo Amigo”, an organization which has a team of psychologists, speech and hearing therapists, physical therapists, educationalists and physical education specialists who help children and adolescents in need of special care as part of the Corporate Responsibility Program. CODERE took part in the equineassisted therapy program for the development of mentally challenged children by helping two small children in the City of Porto Alegre (Rio Grande do Sul). In 2014, the investment totaled R$ 23,520.00. - “Galope Solidário”[Solidary Ride”]: CODERE Brazil assists the “Casa do Menino Jesus de Praga” institution with the donation of resources which come from the customers who request Racing forms. Said institution has a ream of 130 people among employees and volunteers from different professions, and has the objective of helping Young children and adolescents who have severe brain injuries or permanent physical disabilities. In 2014, the donation amounted to R$ 13,339.15. - “Turff Ação Social – Solidary Racing”: Since 2010, CODERE Brazil has been helping the ABBR (Associação Brasileira Beneficente de Reabilitação) in Rio de Janeiro through the donation of resources coming from the customers who contribute with the project on requesting racing forms. This donation is devoted to purchasing wheelchairs donated for people in the institution. In 2014, the donations totaled R$ 19.672,83, with which 58 wheelchairs were purchased. Since the start of this project, many people have been able to have the benefit of the 270 wheelchairs from this program. to three institutions, these toys having been handed out among 400 children. This campaign served to promote corporate responsibility and teamwork. COLOMBIA Committed to corporate responsibility CODERE Colombia is continuing its Corporate Responsibility program which first started in 2009, aimed at promoting people with disabilities and victims of violence being included in the workforce. In 2014, CODERE backed 22 people who are currently taking active part in the selection processes for taking on new positions in the Group. For example, Mauricio Lancheros joined the organization in 2011 as a security assistant and took over the chief of security position in February. PANAMA Solidarity and health programs - “BrinqueDOExemplo”: Toward the end of the year, CODERE Brazil delivered toys collected by the employees and customers - “Dona Sangre-Dona Feliz” [Donate Blood, Donate it Happily]: 58 employees from 103 RESPONSIBLE GAMING | CODERE AND THE SOCIETY different business units (CrowN El Panamá, Fiesta Soloy, Presidente Remón Racetrack and Administration) donated blood for the Saint Thomas Hospital blood bank. Left: Program of donations to the Nutre Hogar “Children First” fundraising effort - CODERE Panama Health Fair: In February, CODERE Panama held its traditional Health Fair at the Racetrack facilities for its employees (blood pressure checks, blood sugar checks, gyn exams, etc. - Solidarity and Teamwork: The CODERE maintenance department improved the quality of life of two employees by way of remodeling their homes. Montevideo Ombudsman Institution and the local authorities, discussing the problems of cleanliness, lighting and safety in that area. - Donation to “Nutre Hogar” [“Nuture Home”]: CODERE fulfilled its commitment to Panamanian childhood by means of the annual “Children First” fundraiser organized by the “Nutre Hogar” Foundation. The Company donated B/. 3,000,00. Different business units also donated for the children of the country’s indigenous communities. Apart from the above, the Racetracks are managed as “open-door” spaces and have a major investment devoted to the development of their social and services areas. For example, the “Las Piedras” Racetrack has a Polyclinic, a Childhood and Family Care Center (CAIF), a Cultural Center and Training Programs (Labor University of Uruguay). - Relay race for the benefit of children with leukemia or cancer: CODERE showed its support for children with leukemia or cancer by way of the “2014 Relay Race for Life”, by way of which they took part in solidary marathons along with another 140 companies in Panama. Training and employment - “Sharing Love at Christmas”: Thanks to the social commitment of the employees and the “CODERE lending you a hand” group of volunteers, more than 500 children from the Hato Juli communities in the Province of Chiriquí and in Bonga de Capira had their dreams come true on enjoying a Christmas party. The children were visited by Santa Claus and received many gifts, sweets, piñatas and a Christmas lunch. URUGUAY Local integration - Local community development: Through HRU, CODERE is taking part, as a relevant economic and social player, in the communities where it operates and participates in different community organizations, such as: local resident forums, networks, local planning and coordination spaces, contributing to improving the population’s living conditions and their local development. In 2014, it took part in the local resident forum in conjunction with the 104 - Education: The Company is committed to education and is working in Uruguay in conjunction with elementary and secondary schools, early childhood care centers and institutions for the support of children with different abilities located near its operation. In 2014, it carried out a major art-education project on the basis of an agreement with School 186 and Kindergarten 233 for carrying of art activities and training with 570 children. - Youth Employment: Through the HRU, CODERE in Uruguay is placing priority on youth employment and is working actively in the professionalization and formalization of the horseracing activity. - School for Jockeys and Grooms: In 2014, the Company created the first School for Jockeys and Grooms combined, the first generation being comprised of 20 students with an annual classroom-practical training plan and 8 live-in students residing at the “Las Piedras” Racetrack facilities. The Basic Vocational Horseracing Training was also continued with 35 students, and the Auxiliary Stable-Keeping Course, now in its third edition with 30 students by way of an agreement signed between HRU and UTU, “Young People Online” and the Ministry CODERE | ANNUAL REPORT 2014 of Social Development’s Public Center for Employment. Responsible gambling NGO, it recycles paper from the offices, when it subsequently turns over to “Obra Luis Morquio” School No. 205 to be used as educational materials. - Healthy, Responsible Gambling: HRU lays out a healthy, responsible gambling promotion strategy, generating the mechanisms possible for reducing the addictive disorders that gambling can cause. Enviroment The Company is carrying out energy efficiency, efficient water use and waste management plans. On the subject of energy, it generates its own electric power for lighting the Maroñas Racecourse track, is changing the Official Maroñas Grandstand over to the LED system (with an estimated 800% savings) and is promoting intelligent switch-on. Regarding water, it uses its own sources for cleaning, watering, kitchens and showers. For waste treatment, it responsibly manages solid waste. Similarly, in collaboration with the “Repapel” 105 RESPONSIBLE GAMING | CODERE AND THE SOCIETY Above: “CODERE is lending you a hand” volunteers at Christmas activities 7 Auditor´s report 108 CODERE | ANNUAL REPORT 2014 109 AUDITOR’S REPORT | CODERE S.A AND SUBSIDIARIES CODERE, S.A. and subsidiaries CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2014 AND 2013 (THOUSANDS OF EUROS) NON-CURRENT ASSETS 1,204,579 1,302,315 Intangible assets 7 471,098 511,178 Property, Plant and equipment 8 368,665 430,405 Investment properties 8 70,451 72,229 10 207,561 207,489 12,415 11,666 25,716 22,600 18,091 17,213 - Investments held to maturity 6,184 5,387 - Other financial assets 1,441 - 48,673 46,748 334,730 349,590 Goodwill Investments equity method Non-current financial assets 11 - Non-current loans Deferred tax assets 12 CURRENT ASSETS Inventories 14 10,441 11,800 Accounts receivable 15 181,526 178,303 30,585 24,394 - Trade and other receivables - Current tax assets 4,964 9,824 - Sundry receivables 34,140 40,811 111,837 103,274 35,988 41,668 - Tax receivables accrued Financial Assets 16 - Short-term investment securities - Other loans and investments Other current assets Cash and cash equivalents 24 TOTAL ASSETS The accompanying notes are an integral part of these consolidated financial statements 110 CODERE | ANNUAL REPORT 2014 106 1,218 35,882 40,450 20,103 15,423 86,672 102,396 1,539,309 1,651,905 CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2014 AND 2013 (THOUSANDS OF EUROS) SHAREHOLDERS’ EQUITY AND LIABILITIES EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT NOTE 31.12.14 31.12.13 17 (449,130) (260,442) Share capital Share Premium Legal reserve and Retained earnings (prior year losses) Revaluation reserves Translation differences Profit/(Loss) for the year attributable to equity holders of the parent Non- controlling interest 17 TOTAL EQUITY Non-current liabilities Deferred revenues 11,007 11,007 231,280 231,280 (350,750) (173,316) 4,060 4,214 (171,722) (160,011) (173,005) (173,616) 17,280 56,877 (431,850) (203,565) 296,852 1,288,018 17 75 Non-current Provisions 18 33,465 48,342 Non-current payables 19 147,525 1,126,508 89,299 102,739 - 966,624 - Bank borrowings - Bond issues - Other payables Deferred tax liabilities 12 Current liabilities 58,226 57,145 115,845 113,093 1,674,307 567,452 Provisions and others 18 10,575 11,016 Bank borrowings 19 160,976 119,138 Bonds and other marketable securities Other non-trade payables 19 Trade payables Liabilities for current-year corporate income tax 19 TOTAL EQUITY AND LIABILITIES The accompanying notes are an integral part of these consolidated financial statements 111 AUDITOR’S REPORT | CODERE S.A AND SUBSIDIARIES 1,141,915 41,453 209,603 246,607 119,601 128,006 31,637 21,232 1,539,309 1,651,905 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2014 AND 2013 (THOUSANDS OF EUROS) OPERATING REVENUES NOTE 31.12.14 31.12.13 23 1,385,624 1,520,776 1,377,175 1,513,355 - Revenue - Other income OPERATING EXPENSES 8,449 7,421 23 (1,361,500) (1,531,535) (45,742) (51,875) 23.d (240,130) (300,108) (125,514) (149,672) - Consumables used and other external expense - Empoloyee benefit expense - Depreciation and amortization - Change in trade provisions (1,993) (2,116) - Other operating expenses 23.c (936,255) (970,428) - Asset impairment charges 7,8,10,13 (11,866) (57,336) 6 (3,347) (6,489) 20,777 (17,248) 3,331 (148,174) (45,899) 5,067 (141,312) (8,755) (190,742) (145,000) (169,965) (162,248) (40,885) (45,359) 2,967 2,334 (207,883) (205,273) Gains/(loss) on derecognition/disposal of assets CONSOLIDATED OPERATING PROFIT/(LOSS) Finance income Finance costs Net foreign exchange gains/(losses) CONSOLIDATED NET FINANCIAL INCOME/(EXPENSE) 23g CONSOLIDATED INCOME/(LOSS) BEFORE TAXES Income tax expense 21 RESULTS COMPANIES ACCOUNTED BY EQUITY METHOD CONSOLIDAETED LOSS FOR THE YEAR Attributable to non controlling interests Attributable to owners of the parent Basic and diluted earnings per share (in euro) Basic and diluted earnings per share from continuing operations attributable to the owners of the parent company (in euro) The accompanying notes are an integral part of these consolidated financial statements 112 CODERE | ANNUAL REPORT 2014 23f 23f (34,878) (31,657) (173,005) (173,616) (3,80) (3,16) (3,74) (3,16) CONSOLIDATE STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS 2014 AND 2013 (INCOME AND EXPENSED RECOGNISED IN EQUITY (THOUSANDS OF EUROS) NOTE 31.12.14 31.12.13 PROFIT/(LOSS) FOR THE YEAR (207,883) (205,273) Currency translation differences (9,441) (73,608) OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX (9,441) (73,608) (217,324) (278,881) TOTAL COMPREHENSIVE INCOME FOR THE YEAR Attributable to owners of the parent company Attributable to non-controlling interests (32,608) (34,400) (184,716) (244,481) The accompanying notes are an integral part of these consolidated financial statements EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY EQUITY ATTRIBUTABLE TO NON CONTROLLING INTERESTS 231,280 (176,308) 2,992 4,214 (160,011) (173,616) (260,442) 56,877 (203,565) Profit/(loss) for the year - - - - - - (173,005) (173,005) (34,878) (207,883) Other comprehensive income for the year - - - - - (11,711) - (11,711) 2,270 (9,441) Total Consolidate Comprehensive income - - - - - (11,711) (173,005) (184,716) (32,608) (217,324) Reversal of Revaluation Reserve - - 154 - (154) - - - - - Changes in consolidation scope and business combinations - - (3,833) - - - - (3,833) (1,841) (5,674) Reserves for treasury shares - - 86 - - - - 86 - 86 Provision for options - - (113) - - - - (113) - (113) Gain/(loss) on treasury shares - - (112) - - - - (112) - (112) Dividends * - - 2,023 (2,023) - - - - (5,148) (5,148) Transfer of results to retained earnings (prior-year losses) - - (175,950) 2,334 - - 173,616 - - - Total changes in equity - - (177,745) 311 (154) - 173,616 (3,972) (6,989) (10,961) Balance at 31.12.14 11,007 231,280 (354,053) 3,303 4,060 (171,722) (173,005) (449,130) 17,280 (431,850) REVALUATION RESERVE SHARE CAPITAL (*) Correspond to dividends distributed to minority interests of spanish subsidiaries The accompanying notes are an integral part of these consolidated financial statements 113 AUDITOR’S REPORT | CODERE S.A AND SUBSIDIARIES TOTAL EQUITY PROFIT/(LOSS) ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY 11,007 EQUITY METHOD RESERVE Balance at December 31, 2013 SHARE PREMIUM TRANSLATION DIFFERENCES LEGAL RESERVE AND RETAINED EARNINGS (PRIOR-YEAR LOSSES) CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2014 (THOUSANDS OF EUROS) TOTAL EQUITY 231,280 (25,368) - 4,399 (89,146) (146,941) (14,769) 95,674 80,905 NIIF 11 - - (2,091) 2,091 - - - - - - Balance at January 1, 2013 11,007 231,280 (27,459) 2,091 4,399 (89,146) (146,941) (14,769) 95,674 80,905 Profit / (Loss) for the year - - - - - - (173,616) (173,616) (31,657) (205,273) Other comprehensive income for the year - - - - - (70,865) - (70,865) (2,743) (73,608) Total Comprehensive income - - - - - (70,865) (173,616) (244,481) (34,400) (278,881) Reversal of Revaluation Reserve - - 185 - (185) - - - - - - Scope changes - - - - - - - - 1,944 1,944 - Business combinations EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY TRANSLATION DIFFERENCES REVALUATION RESERVE SHARE CAPITAL PROFIT/(LOSS) ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY 11,007 EQUITY METHOD RESERVE Balance at December 31, 2012 SHARE PREMIUM EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS LEGAL RESERVE AND RETAINED EARNINGS (PRIOR-YEAR LOSSES) CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2013 (THOUSANDS OF EUROS) Changes in consolidation scope and business combinatios - - - - - - - - - - Reserves for treasury shares - - 232 - - - - 232 - 232 Provision for options - - (1,236) - - - - (1,236) - (1,236) Gain/(loss) on treasury shares - - (188) - - - - (188) - (188) Dividends * - - 1,630 (1,630) - - - - (6,341) (6,341) Transfer to retained earnings (prior-year losses) - - (149,472) 2,531 - - 146,941 - - - Total changes in equity - - (148,849) 901 (185) - 146,941 (1,192) (4,397) (5,589) Balance at 31.12.13 11,007 231,280 (176,308) 2,992 4,214 (160,011) (173,616) (260,442) 56,877 (203.565) (*) Correspond to dividends distributed to minority interests of spanish subsidiaries The accompanying notes are an integral part of these consolidated financial statements 114 CODERE | ANNUAL REPORT 2014 CONSOLIDATED CASH FLOW STATEMENT (THOUSANDS OF EUROS) NOTE Consolidated profit/(loss) before income tax Net financial income/(expense) Operating profit/(loss) Expenses that do not represent cash outlays - Depreciation and amortization - Asset impairment - Other operating expenses Income that does not represent an inflow of cash Changes in working capital - Inventories - Accounts receivable - Payables - Other Income tax paid NET CASH GENERATED FROM OPERATING ACTIVITIES Purchases of property, plant and equipment and intangible assets Proceeds from purchase of fixed assets 31.12.14 31.12.13 (169,965) (162,247) 190,742 145,000 20,777 (17,247) 146,985 223,100 125,514 149,672 11,866 57,336 9,605 16,092 (2,392) (1,121) (39,669) (6,257) 1,033 567 (2,010) (8,020) (39,591) (9,014) 899 10,210 (32,278) (39,009) 93,423 159,466 (83,641) (112,614) 6,679 207 (21,155) (23,057) Repayments received on non-current loans 21,011 24,336 Amounts paid on investments (2,252) (2,822) Payments on non-current loans Disinvestment (332) - Repayment of dividends 2,024 1,630 Payments of other financial assets Proceeds from other financial assets Collection of interest CASH FLOW FROM INVESTING ACTIVITIES (9,559) - - 24,634 1,441 1,930 (85,784) (85,756) Bonds issues Drawings on Codere senior debt 35,000 76,561 Net change in borrowings 35,000 76,561 - Proceeds from bank borrowings 1,051 21,183 - Repayment of bank borrrowings (11,989) (41,644) (10,938) (20,461) Net change in bank borrowings Dividends paid - Payments on other financial liabilities - Repayments on other financial liabilities Net change in other financial liabilities Other cash flows due to impact of exchange rates on receipts payments - Acquisition of own equity instruments - Disposal of own equity instruments (4,656) (5.877) - (10,622) 2,626 8,509 2,626 (2,113) (10,599) (9,751) (108) (539) 102 413 (6) (126) Payment of interest (31,197) (83,640) NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES (19,770) (45,407) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (12,131) 28,303 102,396 82,430 Net investment in treasury shares Reconciliation Cash and cash equivalents at beginning of the year Effect of exchange rate fluctuations on cash and cash equivalents (3,593) (8,337) Cash and cash equivalents at the end of the year 86,672 102,396 (12,131) 28,303 NET VARIATION IN CASH POSITION The accompanying notes are an integral part of these consolidated financial statements 115 AUDITOR’S REPORT | CODERE S.A AND SUBSIDIARIES Dirección de Marketing y Comunicación Corporativa CODERE Avda. de Bruselas,26 28108. Alcobendas. Madrid. España Tfo.: +34 913 542 826 [email protected] www.codere.com www.codere.es M-17928-2015