2JAN201403285808

LISTING CIRCULAR NOT FOR GENERAL CIRCULATIONIN THE UNITED STATES

E120,000,000

Cirsa Funding Luxembourg S.A.a finance subsidiary of Cirsa Gaming Corporation, S.A.

8.750% Senior Notes due 2018guaranteed by

Cirsa Gaming Corporation, S.A.and certain of its Subsidiaries

We issued A120,000,000 aggregate principal amount of 8.750% senior notes due 2018 through our direct wholly owned financesubsidiary, Cirsa Funding Luxembourg S.A. (the ‘‘Issuer’’). Interest on the offered notes will be paid semi-annually on each May 15 andNovember 15, commencing May 15, 2014. The offered notes will be issued as additional notes under an existing indenture dated May 5,2010 (the ‘‘Indenture’’) and will be part of the same series as our currently outstanding A780,000,000 aggregate principal amount of8.750% senior notes issued under the Indenture. At any time on or after May 15, 2014, the notes may be redeemed in whole or in partby paying a specified premium. At any time prior to May 15, 2014, we may redeem all or part of the notes by paying a ‘‘make-whole’’premium.

The notes will be general senior obligations of the Issuer and, subject to the terms of the intercreditor agreement, will rankequally in right of payment with all its existing and future senior indebtedness. Cirsa Gaming Corporation, S.A. (‘‘Cirsa’’) and certain ofits subsidiaries (with Cirsa, the ‘‘Guarantors’’) will guarantee the notes (the ‘‘Guarantees’’).

Local laws may limit your rights to enforce certain guarantees, and, in addition, your rights with respect to the notes and theguarantees will be subject to an intercreditor agreement entered into with lenders under the revolving credit facility.

The Issuer is a direct wholly-owned subsidiary of Cirsa, and the Issuer’s only significant assets will be funding loans to Cirsaequal to the aggregate principal amount of the notes issued pursuant to the Indenture. If Cirsa undergoes a change of control or it sellscertain of its assets, the Issuer may be required to offer to purchase the notes from you.

The offered notes will be treated as a single class together with the outstanding A400,000,000 aggregate principal amount ofoutstanding 8.750% Senior Notes due 2018 (the ‘‘Initial Notes’’) (A25,510,000 pursuant to Rule 144A and A374,490,000 pursuant toRegulation S), A280,000,000 aggregate principal amount of outstanding 8.750% Senior Notes due 2018 (the ‘‘First Additional Notes’’)(A12,750,000 pursuant to Rule 144A and A267,250,000 pursuant to Regulation S) and A100,000,000 aggregate principal amount ofoutstanding 8.750% Senior Notes due 2018 (the ‘‘Second Additional Notes’’) (A21,000,000 pursuant to Rule 144A and A79,000,000pursuant to Regulation S) for purposes of the indenture dated May 5, 2010 and will become fully fungible with the outstanding notesfollowing the termination of certain U.S. selling restrictions. For a period of one year after the issue date of this offering, the offerednotes issued pursuant to Rule 144A will not be fungible with the Initial Notes, the First Additional Notes, and the Second AdditionalNotes issued pursuant to Rule 144A. The Initial Rule 144A Notes, the First Additional Rule 144A Notes and the Second AdditionalRule 144A Notes will be listed and admitted to trading on the Euro MTF Market on the date of this Listing Circular and will befungible with the offered Rule 144A Notes on January 15, 2015. For forty days after the issue date of this offering, the offered notesissued pursuant to Regulation S were not fungible with the Initial Notes, the First Additional Notes and the Second Additional Notesissued pursuant to Regulation S, but thereafter offered notes issued pursuant to Regulation S were generally fungible with the InitialNotes, the First Additional Notes and the Second Additional Notes issued pursuant to Regulation S.

Application has been made to list the offered notes on the Official List of the Luxembourg Stock Exchange for trading on theEuro MTF Market. The notes were delivered in book-entry form through Euroclear SA/NV (‘‘Euroclear’’) and Clearstream Banking,societe anonyme (‘‘Clearstream’’), on January 14, 2014, against payment in immediately available funds. This Listing Circular constitutesa prospectus for the purposes of the Luxembourg Law dated July 10, 2005 on Prospectuses for Securities, as amended. This prospectusmay be used only for the purposes for which it has been published.

Investing in the notes involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 19.

The notes have not been registered under the U.S. Federal securities laws or the securities laws of any other jurisdiction. Theinitial purchaser named below is offering the offered notes only to qualified institutional buyers in accordance with Rule 144A of theU.S. Securities Act of 1933, as amended, and to persons outside the United States in accordance with Regulation S of the U.S.Securities Act of 1933, as amended. See ‘‘Notice to Investors’’ for additional information about eligible offerees and transferrestrictions.

Price: 105.00% plus accrued interest from November 15, 2013 to the issue date.

Sole BookrunnerDeutsche Bank

The date of this listing circular is February 3, 2014

IMPORTANT INFORMATION ABOUT THIS LISTING CIRCULAR

You should not assume that the information contained in this listing circular is accurate as of any dateother than the date of this listing circular. Our business, financial condition, results of operations and prospectsmay have changed since that date.

You are responsible for making your own examination of us and your own assessment of the merits andrisks of investing in the notes. You should consult with your own advisors as needed to assist you in making yourinvestment decision and to advise you whether you are legally permitted to purchase the notes. By purchasing thenotes, you will be deemed to have acknowledged that:

• you have reviewed this listing circular;

• you have had an opportunity to request all additional information that you need from us; and

• Deutsche Bank AG, London Branch (the ‘‘Initial Purchaser’’) is not responsible for, and is notmaking any representation to you concerning, our future performance or the accuracy orcompleteness of this listing circular.

Neither the notes nor the Guarantees have been and will be registered under the U.S. Securities Act of1933, as amended (the ‘‘U.S. Securities Act’’), or the securities laws of any state of the United States and may notbe offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined inRegulation S under the U.S. Securities Act (‘‘Regulation S’’)) except pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the U.S. Securities Act.

The notes are being offered and sold outside the United States in reliance on Regulation S and withinthe United States to ‘‘qualified institutional buyers’’ (‘‘QIBs’’) in reliance on Rule 144A under the U.S. SecuritiesAct (‘‘Rule 144A’’). Prospective purchasers are hereby notified that the sellers of the notes may be relying on theexemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description ofthese and certain other restrictions on offers, sales and transfers of the notes and the distribution of this listingcircular, see ‘‘Notice to Investors.’’

The notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, anystate securities commission in the United States or any other U.S. regulatory authority, nor have any of theseauthorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this listing circular.Any representation to the contrary is a criminal offense in the United States.

Further, no securities authority in Luxembourg has approved or disapproved of these notes or determinedwhether this listing circular is truthful or complete.

The notes are subject to restrictions on transferability and resale and may not be transferred or resoldexcept as permitted under the U.S. Securities Act and applicable state securities laws pursuant to registrationthereunder or exemption therefrom. You should be aware that you may be required to bear the financial risks ofthis investment for an indefinite period of time.

This listing circular does not constitute an offer to sell or an invitation to subscribe for or purchase any ofthe notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it isunlawful to make such an offer or invitation. Laws in certain jurisdictions may restrict the distribution of thislisting circular and the offer and sale of the notes. Persons into whose possession this listing circular or any of thenotes are delivered must inform themselves about and observe those restrictions. Each prospective purchaser of thenotes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers

i

or sells the notes or possesses or distributes this document. In addition, each prospective purchaser must obtainany consent, approval or permission required under the regulations in force in any jurisdiction to which it is subjector in which it purchases, offers or sells the notes. Neither the Issuer nor the Initial Purchaser shall have anyresponsibility for obtaining such consent, approval or permission.

We have summarized certain documents and other information in a manner we believe to be accurate,but we refer you to the actual documents for a more complete understanding of the matters we discussed in thisdocument. You should not consider any information in this document to be legal, business or tax advice. Youshould consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding aninvestment in the notes. In making an investment decision, you must rely on your own examination of our businessand the terms of this offering and the notes, including the merits and risks involved.

We accept responsibility for the information contained in this listing circular. We have made allreasonable inquiries and confirm to the best of our knowledge, information and belief that the informationcontained in this listing circular with regard to us, our subsidiaries and affiliates and the notes is true and accuratein all material respects, that the opinions and intentions expressed in this listing circular are honestly held and thatwe are not aware of any other acts the omission of which would make this listing circular or any statementcontained herein misleading in any material respect.

We reserve the right to withdraw this offering of the notes at any time. We and the Initial Purchaser alsoreserve the right to reject any offer to purchase the notes in whole or in part for any reason or no reason and toallot to any prospective purchaser less than the full amount of the notes sought by it.

The information set out in relation to sections of this listing circular describing clearing and settlementarrangements, including ‘‘Description of the Notes’’ and ‘‘Book-entry, Settlement and Clearance’’, is subject to anychange in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently ineffect. While we accept responsibility for accurately summarizing the information concerning Euroclear andClearstream, we accept no further responsibility in respect of such information. See ‘‘Risk Factors,’’ for adescription of some important risks related to an investment in the notes offered by this listing circular.

IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE ‘‘STABILIZINGMANAGER’’) (OR AFFILIATES ACTING ON BEHALF OF THE STABILIZING MANAGER) MAYOVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICEOF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR AFFILIATES ACTING ON BEHALFOF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZING ACTION. SUCH STABILIZING, IFCOMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END NO LATERTHAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

This listing circular has been prepared on the basis that all offers of the notes will be made pursuant toan exemption under the Prospectus Directive, as amended, as implemented in the European Economic Area(‘‘EEA’’) by member states (‘‘Member States’’), from the requirement to produce a prospectus for offers ofsecurities. Accordingly, any person making or intending to make any offer within the EEA or any of its MemberStates of the notes which are the subject of the offering contemplated in this listing circular, should only do so incircumstances in which no obligation arises for the Issuer or the Initial Purchaser to produce a prospectus for suchoffer. Neither the Issuer nor the Initial Purchaser has authorized, nor do they authorize, the making of any offer ofthe notes through any financial intermediary, other than offers made by the Initial Purchaser, which constitute thefinal offering of the notes contemplated in this listing circular.

ii

In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a‘‘Relevant Member State’’), the Initial Purchaser has represented and agreed that with effect from and includingthe date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘RelevantImplementation Date’’) it has not made and will not make an offer of the notes to the public in that RelevantMember State prior to the publication of a prospectus in relation to the notes which has been approved by thecompetent authority in that Relevant Member State or, where appropriate, approved in another Relevant MemberState and notified to the competent authority in that Relevant Member State, all in accordance with the ProspectusDirective, except that it may, with effect from and including the Relevant Implementation Date, make an offer ofthe notes to the public in the Relevant Member State at any time:

(i) to any legal entity which is a ‘‘qualified investor’’ as defined in the Prospectus Directive;

(ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision ofthe 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors asdefined in the Prospectus Directive), as permitted under the Prospectus Directive; or

(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of this restriction, the expression an ‘‘offer of the notes to the public’’ in relation to anynotes in any Relevant Member State means the communication in any form and by any means of sufficientinformation on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchaseor subscribe for the notes, as the same may be varied in that Relevant Member State by any measureimplementing the Prospectus Directive in that Relevant Member State. The expression ‘‘Prospectus Directive’’means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extentimplemented in the Relevant Member State), and includes any relevant implementing measure in each RelevantMember State.

NOTICE TO CERTAIN OTHER EUROPEAN INVESTORS

United Kingdom

This listing circular is for distribution only to, and is only directed at, persons who (i) are outside theUnited Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) ofthe Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘‘FinancialPromotion Order’’), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies,unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom an invitation orinducement to engage in investment activity (within the meaning of section 21 of the Financial Services andMarkets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated orcaused to be communicated (all such persons together being referred to as ‘‘relevant persons’’). This listing circularis directed only at relevant persons and must not be acted on or relied on by persons who are not relevantpersons. Any investment or investment activity to which this listing circular relates is available only to relevantpersons and will be engaged in only with relevant persons. The notes are being offered solely to ‘‘qualifiedinvestors’’ as defined in the Prospectus Directive and accordingly the offer of notes is not subject to the obligationto publish a prospectus within the meaning of the Prospectus Directive.

France

This listing circular has not been prepared and is not being distributed in the context of an offer to thepublic of financial securities in France within the meaning of Article L.411-1 of the French Code monetaire etfinancier and Title 1 of Book II of the Reglement General de l’Autorite des Marches Financiers, and has not beenapproved by, registered or filed with the Autorite des marches financiers (the ‘‘AMF’’). Therefore, the notes may not

iii

be, directly or indirectly, offered or sold to the public in France and this listing circular has not been and will notbe released, issued or distributed or caused to be released, issued or distributed to the public in France or used inconnection with any offer for subscription or sales of the notes to the public in France. Offers, sales anddistributions have only been and shall only be made in France to: (i) providers of investment services relating toportfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion deportefeuille pour le compte de tiers), (ii) qualified investors (investisseurs qualifies) acting for their own accountand/or (iii) a limited group of investors (cercle restreint d’investisseurs) acting solely for their own account, all asdefined in and in accordance with Articles L.411-2, D.411-1 to D.411-4, D.744-1, D.754-1 and D.764-1 of theFrench Code monetaire et financier. Prospective investors are informed that (a) this listing circular has not been andwill not be submitted for clearance to the AMF, (b) in compliance with Articles L.411-2 and D.411-1 throughD.411-4 of the French Code monetaire et financier, any investors subscribing for the notes should be acting for theirown account and (c) the direct and indirect distribution or sale to the public of the notes acquired by them mayonly be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L. 621-8-3 of the FrenchCode monetaire et financier.

Germany

The offering of the notes is not a public offering in the Federal Republic of Germany. The notes may beoffered and sold in the Federal Republic of Germany only in accordance with the provisions of the SecuritiesProspectus Act of the Federal Republic of Germany (the ‘‘Securities Prospectus Act,’’ WertpapierprospektgesetzWpPG) and any other applicable German law. Consequently, in Germany the notes will only be available to, andthis listing circular and any other offering material in relation to the notes is directed only at, persons who arequalified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the Securities Prospectus Act.Any resale of the notes in Germany may only be made in accordance with the Securities Prospectus Act and otherapplicable laws.

Spain

This offering has not been registered with the Comision Nacional del Mercado de Valores and thereforethe notes may not be offered or sold or distributed in Spain except in circumstances which do not qualify as apublic offer of securities in Spain in accordance with article 30 bis of the Securities Market Act (Ley 24/1988,de 28 de julio, del Mercado de Valores) as amended and restated, or pursuant to an exemption from registration inaccordance with Royal Decree 1310/2005 (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrollaparcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admision a negociacion de valoresen mercados secundarios oficiales, de ofertas publicas de venta o suscripcion y del folleto exigible a tales efectos), eachrecently amended and respectively restated by Law 9/2012, of November 14, 2012 on the restructuring andresolution of credit institutions (‘‘Ley 9/2012, de 14 de noviembre, de reestructuracion y resolucion de entidades decredito’’), and Royal Decree 1698/2012, of December 21, 2012, amending the existing legislation on the necessaryprospectuses and transparency requirements in issues of securities as a result of the transposition of Directive2010/73/EU (‘‘Real Decreto 1698/2012, de 21 de diciembre, por el que se modifica la normativa vigente en materia defolleto y de requisitos de transparencia exigibles en las emisiones de valores por la transposicion de la Directiva2010/73/UE’’), and any regulations developing it which may be in force from time to time.

Italy

This offering has not been registered with the Commissione Nazionale per le Societa e la Borsa(‘‘CONSOB’’) pursuant to Italian securities legislation and, accordingly, no offered notes may be offered, sold ordelivered, nor may copies of this listing circular or of any other document relating to the offered notes bedistributed in the Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined pursuant toArticle 100 of Italian Legislative Decree No. 58 of 24 February 1998, as amended (the ‘‘Italian Financial ServicesAct’’) and Article 34-ter, first paragraph, letter b) of Regulation No. 11971 of 14 May 1999, as amended from timeto time (‘‘Regulation No. 11971’’); or (ii) in other circumstances which are exempted from the rules on publicofferings pursuant to Article 100 of the Italian Financial Services Act and Article 34-ter of Regulation No. 11971.

iv

Any offer, sale or delivery of the notes, or distribution of copies of this listing circular or any other documentrelating to the offered notes in the Republic of Italy under (i) or (ii) above must be: (a) made by an investmentfirm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance withthe Italian Financial Services Act, CONSOB Regulation No. 16190 of 23 October 2007 and Italian LegislativeDecree No. 385 of September 1, 1993 (in each case, as amended from time to time); and (b) in compliance withany other applicable laws and regulations, or requirement imposed by CONSOB or any other Italian authority.

Investors should note that, in accordance with Article 100-bis of the Italian Financial Services Act, whereno exemption from the rules on public offerings applies under paragraphs (i) and (ii) above, the subsequentdistribution of the offered notes on the secondary market in Italy must be made in compliance with the publicoffer and the prospectus requirement rules provided under the Italian Financial Services Act and the RegulationNo. 11971. Furthermore, where no exemption from the rules on public offerings applies, the offered notes whichare initially offered and placed in Italy or abroad to professional investors only but in the following year are‘‘systematically’’ distributed on the secondary market in Italy become subject to the public offer and the prospectusrequirement rules provided under the Italian Financial Services Act and the Regulation No. 11971. Failure tocomply with such rules may result in the sale of such offered notes being declared null and void and in the liabilityof the intermediary transferring the financial instruments for any damages suffered by the purchasers of offerednotes who are acting outside of the course of their business or profession.

Luxembourg

In relation to the Grand Duchy of Luxembourg (‘‘Luxembourg’’), which has implemented the ProspectusDirective by the law of July 10, 2005 relative aux prospectus pour valeurs mobilieres, as amended (the ‘‘ProspectusLaw’’), the notes may not be offered to the public in Luxembourg, except that the notes may be offered to thepublic in Luxembourg at any time:

(i) to any person or legal entity which is a qualified investor as defined in the Prospectus Law; or

(ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in theProspectus Law); or

(iii) in any other circumstances which do not require the publication by the Issuer of a prospectuspursuant to Article 5 of the Prospectus Law.

For the purposes of this provision, the expression an ‘‘offer of notes to the public’’ in relation to anynotes in Luxembourg means the communication to persons in any form and by any means presenting sufficientinformation on the terms of the offer and the offered notes so as to enable an investor to decide to purchase orsubscribe for the offered notes and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC, asamended.

The Netherlands

The notes (including the rights representing an interest in the notes in global form) which are the subjectof this listing circular, have not been and shall not be offered, sold, transferred or delivered to the public in theNetherlands, unless in reliance on Article 3(2) of the Prospectus Directive and provided:

(i) such offer is made exclusively to legal entities which are qualified investors (within the meaningof the Prospectus Directive) in the Netherlands;

(ii) standard logo and exemption wording are incorporated in offer documents, advertisements anddocuments in which the offer is announced, as required by article 5:20(5) of the Dutch FinancialSupervision Act (Wet op het financieel toezicht) or the ‘‘Dutch FSA’’); or

v

(iii) such offer is otherwise made in circumstances in which article 5:20(5) of the Dutch FSA is notapplicable.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR ANAPPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITHTHE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OFNEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATEOF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDERRSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCHFACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLEFOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OFSTATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONSOF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITYOR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TOANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANYREPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THISPARAGRAPH.

vi

CERTAIN DEFINITIONS

In this listing circular:

• ‘‘2012 Notes’’ refers to the 7.875% Senior Notes due 2012 issued by Cirsa Capital and fully redeemedin 2011;

• ‘‘Cirsa’’ refers to Cirsa Gaming Corporation S.A. a sociedad anonima incorporated under the laws ofSpain under Barcelona Commerce Register page number B-380, sheet 102 and volume 42002;

• ‘‘Cirsa Capital’’ refers to Cirsa Capital Luxembourg S.A., a societe anonyme incorporated and existingunder the laws of the Grand Duchy of Luxembourg, the issuer of the 2012 Notes having itsregistered office at 58, rue Charles Martel, L-2134 Luxembourg and registered with the Register ofTrade and Companies of Luxembourg under number B 108008;

• ‘‘Cirsa Funding’’ or the ‘‘Issuer’’ refers to Cirsa Funding Luxembourg S.A., a societe anonymeincorporated and existing under the laws of the Grand Duchy of Luxembourg, the issuer of the noteshaving its registered office at 58, rue Charles Martel, L-2134 Luxembourg and registered with theRegister of Trade and Companies of Luxembourg under number B 149519;

• ‘‘EU’’ refers to the European Union;

• the ‘‘First Additional Notes’’ refers to the A280.0 million of 8.750% Senior Notes due 2018 issued onJanuary 18, 2011;

• ‘‘IFRS’’ refers to International Financial Reporting Standards, as adopted by the EU;

• the ‘‘Initial Notes’’ refers to the A400.0 million of 8.750% Senior Notes due 2018 issued on May 5,2010;

• the ‘‘notes’’ or the ‘‘2018 Notes’’ refers to A900.0 million aggregate principal amount of the InitialNotes, the First Additional Notes, the Second Additional Notes and the offered notes, except wherethe context otherwise requires;

• the ‘‘offered notes’’ refers to the A120.0 million of 8.750% Senior Notes due 2018 to be issued byCirsa Funding in this offering;

• ‘‘offering’’ means the offering of A120.0 million aggregate principal amount of notes;

• ‘‘Revolving Credit Facility’’ refers to the senior secured revolving credit facility dated May 5, 2010,among Cirsa, Deutsche Bank AG, London Branch and other parties thereto as amended, extended,restated or refinanced from time to time;

• the ‘‘Second Additional Notes’’ refers to the A100.0 million of 8.750% Senior Notes due 2018 issuedon February 5, 2013;

• ‘‘Spanish GAAP’’ refers to generally accepted accounting principles in Spain;

• ‘‘United States’’ or the ‘‘U.S.’’ refer to the United States of America;

• ‘‘VLT’’ refers to Video Lottery Terminals; and

vii

• ‘‘we,’’ ‘‘our,’’ ‘‘us,’’ and other similar terms collectively refer to Cirsa and its consolidated subsidiaries,except where the context otherwise requires.

INDUSTRY AND MARKET INFORMATION

We have generally obtained the market and competitive position data in this listing circular from industrypublications and from surveys or studies conducted by third-party sources that we believe to be reliable. Unlessotherwise noted, statistical data relating to the Spanish gaming market cited in this listing circular has beenpublished by the Spanish National Gaming Commission (Comision Nacional del Juego).

The information in this listing circular that has been sourced from third parties has been accuratelyreproduced and, as far as we are aware and able to ascertain from the information published by such third parties,no facts have been omitted that would render the reproduced information inaccurate or misleading.Notwithstanding the foregoing, such third-party information has not been independently verified, and neither wenor the Initial Purchaser make any representation or warranty as to the accuracy or completeness of suchinformation set forth in this listing circular.

This listing circular also contains estimations of market data and information derived from such data thatcannot be obtained from publications by market research institutes or from other independent sources. Suchinformation is partly based on our own market observations, the evaluation of industry information (such as fromconferences and sector events) or internal assessments. We believe that our estimates of market data and theinformation we have derived from such data helps investors to better understand the industry we operate in andour position within it. Our own estimates have not been checked or verified externally. We nevertheless assumethat our own market observations are reliable. We give no warranty for the accuracy of our own estimates and theinformation derived from them. They may differ from estimates made by our competitors or from future studiesconducted by market research institutes or other independent sources.

While we are not aware of any misstatements regarding the industry or similar data presented herein,such data involves risks and uncertainties and are subject to change based on various factors, including thosediscussed under the heading ‘‘Risk Factors’’ in this listing circular. As a result, neither we nor the Initial Purchasermake any representation as to the accuracy or completeness of any such information in this listing circular.

PRESENTATION OF FINANCIAL INFORMATION

This listing circular includes our audited consolidated financial statements as of and for the years endedDecember 31, 2012, December 31, 2011 and December 31, 2010, along with the comparative financial informationas of and for the year ended December 31, 2009. These consolidated financial statements are prepared inaccordance with IFRS, as adopted by the European Union (‘‘IFRS—EU’’) and were audited by our independentauditors, Ernst & Young S.L. and Cortes, Perez y Cıa. Auditores S.L.P. See ‘‘Independent Auditors.’’ This listingcircular also includes our unaudited financial statements for the nine months ended September 30, 2013. Theseconsolidated financial statements are prepared in accordance with IFRS—EU.

This listing circular also presents summary financial information for the year ended December 31, 2009,for the year ended December 31, 2008 and for the year ended December 31, 2007, which has been derived fromour audited consolidated financial statements as of and for the years ended December 31, 2009 and December 31,2008, prepared in accordance with IFRS—EU. Our financial statements as of and for the years endedDecember 31, 2009 and December 31, 2008, are not included in this listing circular. Commencing January 1, 2008,we have prepared our financial statements in accordance with IFRS—EU. Prior to January 1, 2008, we preparedour audited consolidated financial statements in accordance with Spanish GAAP. As a result, the financialinformation for the year ended December 31, 2007 was prepared in accordance with Spanish GAAP and restated

viii

in IFRS—EU as comparative financial data is derived from the comparative information for 2007 included in thefinancial statements as of and for the year ended December 31, 2008.

In this listing circular, also presented for the information of investors is summary financial informationderived from our audited financial statements for the years ended December 31, 2006 and 2005, whichconsolidated financial statements are not included in this listing circular. These consolidated financial statementsare prepared in accordance with Spanish GAAP.

We prepare our financial statements in euro.

This listing circular contains references to certain non-IFRS measures, including to the measure EBITDA.For the information related to the nine months and twelve months ended September 30, 2013, we have alsoincluded the measure Adjusted EBITDA. We define EBITDA as profit before tax, depreciation, amortization andimpairment, financial results, foreign exchange results and loss on sale of non-current assets. We define AdjustedEBITDA as EBITDA before the one-time settlement payment to the Italian Corte dei Conti (‘‘CdC’’) ofA36.0 million made on November 15, 2013. The payment was recorded in our unaudited consolidated financialstatements for the nine months ended September 30, 2013. We present EBITDA and Adjusted EBITDA in thislisting circular because we believe that EBITDA and Adjusted EBITDA provide useful information regarding acompany’s ability to service and incur indebtedness and management uses it as a measure of evaluating ourperformance. EBITDA, Adjusted EBITDA EBITDA margin (which we define as EBITDA divided by operatingrevenue) and Adjusted EBITDA margin (which we define as Adjusted EBITDA divided by operating revenue) arenot measurements of operating performance under IFRS and should not be considered a substitute for operatingincome, net income, cash flows from operating activities or other income statement data, or as a measure ofprofitability or liquidity, and do not necessarily indicate whether cash flow will be sufficient or available for cashrequirements. We also present the measure total adjusted net debt, which we define as total net debt as ofSeptember 30, 2013 before giving effect to the one-time settlement payment to the CdC of A36.0 million (plusA1.5 million of interest expense). We believe that the presentation of total adjusted net debt and the ratio of totaladjusted net debt/Adjusted EBITDA provides a useful measure of our indebtedness and our ability to service andincur indebtedness. Therefore, EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin andother related ratios should be viewed as supplementary to our audited IFRS financial statements includedelsewhere in this listing circular and may not be indicative of our historical operating results nor are they meant tobe predictive of potential future results. Because all companies do not calculate such measures identically, thepresentation may not be comparable to similarly entitled measures of other companies and you are cautioned notto place undue reliance on such financial information.

This listing circular contains references to pro forma financial information, which has been derived byapplying pro forma adjustments to Cirsa’s historical consolidated financial statements included elsewhere in thislisting circular. The summary pro forma financial information gives effect to the offering and the application of theestimated proceeds therefrom as though they had occurred on October 1, 2012 for the pro forma profit and lossaccount information and on September 30, 2013 for the pro forma balance sheet information. The adjustmentsnecessary to present fairly the summary pro forma financial information have been made based on availableinformation and assumptions that we believe are reasonable. The summary pro forma financial information is forinformational purposes only and does not purport to present what our results would actually have been had thesetransactions actually occurred on the dates presented or to project what our results would actually have been hadthese transactions actually occurred on the dates presented or to project our results of operations or financialposition for any future period.

Some financial information in this listing circular has been rounded and, as a result, the numerical figuresshown as totals in this listing circular may vary slightly from the exact arithmetic aggregation of the figures thatprecede them.

ix

CURRENCY PRESENTATION

In this listing circular:

• ‘‘$,’’ ‘‘U.S. dollar’’ or ‘‘dollars’’ refer to the lawful currency of the United States;

• ‘‘A’’ or ‘‘euro’’ refer to the single currency of the participating Member States in the Third Stage ofEuropean Economic and Monetary Union of the Treaty Establishing the European Community, asamended from time to time;

• ‘‘Ps.’’ or ‘‘Argentine peso’’ refer to the lawful currency of Argentina; and

• ‘‘Colombian peso’’ refers to the lawful currency of Colombia.

FORWARD LOOKING STATEMENTS

This listing circular includes forward looking statements. These forward looking statements can beidentified by the use of forward looking terminology, including the terms ‘‘believes,’’ ‘‘estimates,’’ ‘‘anticipates,’’‘‘expects,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘will’’ or ‘‘should’’ or, in each case, their negative, or other variations or comparableterminology. These forward looking statements include all matters that are not historical facts. They appear in anumber of places throughout this listing circular, including without limitation in the sections captioned ‘‘RiskFactors,’’ ‘‘Use of Proceeds,’’ ‘‘Business,’’ and ‘‘Operating and Financial Review and Prospects,’’ and includestatements regarding our intentions, beliefs or current expectations concerning, among other things, our results ofoperations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward looking statements involve risks and uncertainties because they relate to eventsand depend on circumstances that may or may not occur in the future. We caution you that forward lookingstatements are not guarantees of future performance and that our actual results of operations, financial conditionand liquidity, and the development of the industry in which we operate may differ materially from those made inor suggested by the forward looking statements contained in this listing circular. In addition, even if our results ofoperations, financial condition and liquidity, and the development of the industry in which we operate areconsistent with the forward looking statements contained in this listing circular, those results or developments maynot be indicative of results or developments in subsequent periods. Important factors that could cause thosedifferences include, but are not limited to:

• the impact of the economic downturn in Spain and other markets in which we operate;

• risks associated with our other operations outside of Spain;

• adverse developments in our Argentine business;

• the actions of our counterparties in our strategic partnerships, joint ventures and alliances;

• impact of individual events or betting outcomes and the failure to determine accurately the odds atwhich we will accept bets in relation to any particular event or any failure of our risk managementprocesses;

• our inability to block access to our online services by players in certain jurisdictions;

• our ability to comply with the current gaming regulatory framework and to adapt to any regulatorychanges and increases in the taxation of gaming;

x

• risks associated with unfavourable outcomes with respect to pending litigation;

• potential exposure to an unfavourable outcome with respect to pending litigation, which could resultin substantial monetary damages;

• the impact of anti-smoking laws;

• our ability to comply with on-line gaming rules and regulations;

• our failure to keep current with technological developments in the on-line gaming market;

• our failure to comply with regulations regarding the use of personal data;

• risks associated with hacker intrusion, distributed denial of service attack, malicious viruses and othercyber crime attacks;

• our ability to manage growth in our business;

• our ability to provide secure gaming products and services and to maintain the integrity of ouremployees in order to attract customers;

• competition from other companies in our industry and our ability to retain our market share;

• changes in consumer preferences in relation to our gaming offerings;

• our dependence on maintaining and enhancing our brand;

• risks associated with a failure to detect money laundering or fraudulent activities of our customers orthird parties;

• our dependence on credit card payment service providers and other financial institutions to processpayments and handle cash generated by our business;

• risks associated with a disruption of operations at our manufacturing facilities;

• risks relating to taxes;

• our dependence on our founder, principal shareholder and chairman, Manuel Lao Hernandez;

• risks associated with security issues in the countries in which we operate;

• risks associated with terrorist attacks and other acts of violence or war;

• risks associated with negative perceptions and negative publicity surrounding the industry in which weoperate; and

• our significant leverage, which may make it difficult to operate our business.

We urge you to read the sections of this listing circular entitled ‘‘Risk Factors,’’ ‘‘Operating and FinancialReview and Prospects’’ and ‘‘Business’’ for a more complete discussion of the factors that could affect our futureperformance and the industry in which we operate. In light of these risks, uncertainties and assumptions, theforward looking events described in this listing circular may not occur.

xi

We provide a cautionary discussion of risks and uncertainties under ‘‘Risk Factors’’ contained elsewhere inthis listing circular. These are factors that we think would cause our actual results to differ materially fromexpected results. Other factors besides those listed here could also adversely affect us. Investors are cautioned notto play undue reliance on these forward looking statements, which speak only as of the date hereof. We undertakeno obligation to publicly update or publicly revise any forward looking statement, whether as a result of newinformation, future events or otherwise. All subsequent written and oral forward looking statements attributable tous or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referredto above and contained elsewhere in this listing circular.

xii

SUMMARY

The following summary highlights certain significant aspects of our business and this offering, but you shouldread this entire listing circular, including the financial statements and the related notes, before making an investmentdecision. You should carefully consider the information set forth under the heading ‘‘Risk Factors.’’ In the listing circular,the words ‘‘we,’’ ‘‘our’’ and ‘‘us’’ collectively refer to Cirsa and its consolidated subsidiaries. Revenue, EBITDA andAdjusted EBITDA figures by division and geographic area included in the listing circular are calculated before structurecosts (and intercompany consolidation) and, therefore, the total figures by division and geographic area may not equalour total consolidated figures. See ‘‘Operating and Financial Review and Prospects.’’

Our Company

We are one of the leading gaming companies in Spain, Italy and Latin America engaged in the operationof slot machines, casinos and bingo halls and the manufacture of slot machines for the Spanish market. In Spain,we believe that we are the leader in the A14.8 billion Spanish private gaming market, where our key activitiesinclude: the operation of slot machines, in which, as of September 30, 2013, we believe that we were the #1operator with over 25,300 slot machines operated; the operation of four casinos; the operation of bingo halls, inwhich we believe that our Bingo Division is the #1 operator with 48 bingo halls; and the manufacture of slotmachines, where we believe that we were the #1 manufacturer, with over 35,000 slot machines and gaming kitsmanufactured in the twelve months ended September 30, 2013.

In Italy, we have established a strong presence in the slot machine market with over 14,000 slot machinessituated in approximately 2,900 locations across central and northern Italy. As of September 30, 2013, we have alsocompleted the deployment of 2,485 of the 2,583 Video Lottery Terminals (‘‘VLTs’’) planned for installation in Italy.

In Argentina, we operate eight casinos, including two riverboat traditional casinos in the city of BuenosAires with 128 gaming tables and 1,725 slot machines and a traditional casino located in Rosario with 80 gamingtables and 2,976 slot machines. Our four electronic casinos in the Province of Mendoza and Casino CentralMendoza operate 1,619 casino-style slot machines.

In Colombia, we operate 19 traditional casinos with 2,684 slot machines and 46 electronic casinos with atotal of 3,220 slot machines.

In Panama, we operate one traditional casino in Panama City with 31 tables and 363 slot machines and26 electronic casinos with a total of 7,039 slot machines.

In Mexico, we operate 20 bingo halls that also have a casino-style slot machine offer.

For the twelve months ended September 30, 2013, we had net operating revenues and Adjusted EBITDAof A1,366.1 million and A334.3 million, respectively. During the twelve months ended September 30, 2013, 56.0% ofour net operating revenues and 33.9% of our Adjusted EBITDA were generated in Spain and Italy, and 44.0% ofour net operating revenues and 66.1% of our Adjusted EBITDA were generated from our other internationalactivities. We have also continued efforts to reduce our net leverage ratio (Total adjusted net debt/AdjustedEBITDA), which was 2.7x as of September 30, 2013.

1

The following table shows a breakdown of our Adjusted EBITDA, for the twelve months endedSeptember 30, 2013, by country in which we operate:

EBITDA MIX BY COUNTRY

Twelve months endedCountry September 30, 2013

(% of Adjusted EBITDA)Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.9Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0

Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.9Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.9Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1Panama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.9Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6

Latin America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.1

100.0%

Our Divisions

We have organized our company into five business divisions: Slots, Casinos, Bingo, Business-to-Business(‘‘B2B’’) and On-Line Gaming:

• Slots. (Adjusted EBITDA A91.0 million for the twelve months ended September 30, 2013): Our SlotsDivision owns and manages slot machines in bars, cafes, restaurants and arcades in Spain and is anetwork operator for slot machines and VLTs in Italy. This division also includes our Sportium jointventure with Ladbrokes PLC, a British betting operator, to operate and further develop a region-basedsports betting business in Spain.

• In Spain, we directly, or indirectly through slot machine sub operators, controlled 25,301 slotmachines located in approximately 16,900 sites in Spain, as of September 30, 2013, primarily inbars. We plan to continue to optimize our slot machine portfolio located in arcades, and as ofSeptember 30, 2013, we own and operate 108 arcades, with an average of 13 slot machines perarcade.

• In Italy, we operated 10,580 slot machines and acted as a network provider to 3,876 third-partyslot machines as of September 30, 2013. We also operate VLTs, and as of September 30, 2013, hadinstalled 2,485 of the 2,583 VLTs planned for installation in Italy and expect to complete thedeployment of the remaining VLTs planned for installation during 2013.

• Our joint venture, which operates under the Sportium name, commenced operations in May 2008.As of September 30, 2013, Sportium offered sport betting products through outlets installed in135 slot arcades, bingo halls and casinos in Madrid and 55 slot arcades and bingo halls in Aragon,74 slot arcades, bingo halls and casinos in Valencia, 24 slot arcades and bingo halls in Murcia and15 slot arcades and bingo halls in Galicia. We also have 13 Sportium dedicated sports bettinglocations in Madrid. Furthermore, since December 2, 2013, Cirsa Digital, S.A., the company whichoperates the Spanish operations of our On-Line Gaming division, has become a wholly-ownedsubsidiary of the Sportium joint venture. See ‘‘Business—Slots Division—Joint Venture withLadbrokes PLC.’’

2

• Casinos. (EBITDA A219.1 million for the twelve months ended September 30, 2013): Our CasinosDivision operates four traditional casinos in Spain and 27 traditional casinos internationally and80 electronic casinos (casinos with only electronic gaming machines) in Latin America.

• In Spain, our casinos are located in Marbella, Valencia, La Toja and Pucol. Casino NuevaAndalucıa in Marbella is the third largest Spanish casino and Casino Valencia is the fifth largestbased on revenues for the nine months ended September 30, 2013. We own certain of our casinosoutright and others we own and operate with partners.

• In Latin America, we operate eight casinos in Argentina, including two riverboat casinos in the cityof Buenos Aires and a traditional casino in Rosario, 19 traditional and 46 electronic casinos inColombia and one traditional and 26 electronic casinos in Panama, as well as casinos in theDominican Republic and Peru.

• Bingo. (EBITDA A25.5 million for the twelve months ended September 30, 2013): Our Bingo Divisionoperates 79 bingo halls across Spain, Mexico and Italy.

• In Spain we believe we are the leader of the bingo market, with, as of September 30, 2013, a totalof 48 bingo halls, of which 35 are operated and majority owned by us. The remaining 13 bingohalls, in which we hold less than a majority interest, are operated by local partners.

• In Mexico, we own and operate 20 bingo halls which provide a wide entertainment offer, includingslot machines and casino-style gaming machines.

• In Italy, we hold minority interests in companies (joint ventures with local partners) that own andoperate 11 bingo hall businesses.

• Business-to-Business. (EBITDA A21.1 million for the twelve months ended September 30, 2013): OurBusiness-to-Business (B2B) Division engages in the development of interactive gaming systems,concentrating on ready-to-market products such as interconnected slot machines, linked bingo productsand electronic on-line lotteries and also designs, manufactures and distributes slot machines and gamingkits for the Spanish market.

• On-Line Gaming. (EBITDA negative A6.8 million for the twelve months ended September 30, 2013):Our On-Line Gaming Division commenced operations in Spain and Italy during the third quarter of2012 after obtaining the necessary permissions and licenses. Our offer includes sports betting, roulette,blackjack, ‘‘punto y banca’’, poker and bingo. We expect that it will take approximately three years toreach EBITDA break even. Our on-line gaming plans do not contemplate any material investmentsbecause our operating platform is based on technology partnerships with global suppliers. OnDecember 2, 2013 we sold Cirsa Digital, S.A., which operates the Spanish operations of our On-LineGaming division to Sportium, our joint-venture with Ladbrokes and all our Spanish On-Line Gamingoperations will be now carried out through the Sportium brand. See ‘‘Business—Slots Division—JointVenture with Ladbrokes PLC.’’

Our Strengths

We believe a number of key factors give us a strong competitive advantage, including:

• Business and Geographic Market Diversification. We are a well diversified gaming company with fivedistinct and complementary business divisions within the industry and operations in seven countriesoutside of Spain. We believe that the diversity of our revenue stream helps improve the stability of ourcash flow profile by reducing our dependence on any single geographic market, economy or businesssegments in the gaming industry. In addition, our diversified operations allow us to identifyopportunities for growth in known markets by using our operating experience across the gamingindustry in Spain, Italy and Latin America.

3

• Corporate Synergies. We are a leading integrated manufacturer, distributor and operator of slotmachines in Spain. Our Slots Division provides us with information regarding evolving customerpreferences and tendencies, which helps us to design and manufacture popular games in a timelymanner. In the twelve months ended September 30, 2013, we manufactured five of the top ten revenue-generating slot machine models in Spain. Our strong manufacturing capabilities, in turn, supportdemand for our slot machines and facilitates access to new successful games for our Slots Division. Webelieve that our integrated manufacturing, distribution and operating capabilities give us cost andservice advantages not enjoyed by many of our competitors.

• Barriers to Entry. We believe that there are significant barriers to entry in our principal businessdivisions, including regulatory, financial and technological barriers, the need for operational expertiseand the need for a proven track record in order to obtain the trust and confidence of regulators,customers, partners and suppliers. In certain jurisdictions in which our Casinos Division operates casinolicenses are generally awarded after a competitive public tender process. In our Slots Division, wetypically enter into five-year exclusivity agreements to place our slot machines in a given location, andmany of these agreements have been consistently renewed for the past twenty years. Additionally, inour Slots Division and B2B Division, we believe a new competitor would need significant financialresources, operating expertise and a qualified workforce to build profitable operations. We believe thatbarriers to entry in our principal business divisions help protect our leading market position andprofitability by limiting the number of new competitors in our core business segments.

• Leading Market Position and Economies of Scale in Spain. We are a leader in Spanish slot machineoperations and manufacturing, as well as bingo hall operations. We believe that this leadership positionenables us to identify and manage trends in the private gaming industry in Spain. The Spanish slotmachine operator and bingo segments are highly fragmented, and we are substantially larger than ourcompetitors. We believe that our size allows us to benefit from economies of scale in many of ourbusinesses. For example, in our slot machine operations, we can spread the cost of providing coincollection services and rapid response to repair calls (minimizing machine downtime) over our morethan 25,300 slot machines, which helps us to realize a lower operational cost per machine and to have amore developed internal control system as compared to our competitors.

• Demonstrated Financial Performance. We have a strong financial profile, combining increasing EBITDAand a decrease of our overall level of leverage in recent years. Our Adjusted EBITDA amounted toA334.3 million for the twelve months ended September 30, 2013. Over the same period, we have madesignificant efforts to reduce our net leverage ratio (Total adjusted net debt/Adjusted EBITDA), whichwas 2.7x as of September 30, 2013.

• Seasoned Management Team. We are led by an experienced and professional management team with atrack record of managing complex operations, developing new products inside and outside the gamingindustry and delivering upon its commitments. A portion of the compensation of our seniormanagement team is based on achieving financial targets.

Our Strategy

Our strategic objective is to continue to consolidate our businesses and to achieve sustainable profitablegrowth through the following three strategic pillars:

• Continue to improve EBITDA through revenue mix management and cost optimization. We will focus onstrengthening EBITDA through various revenue mix management and cost optimization initiatives inour core business segments and geographic markets. We will seek to ensure that our EBITDAmaintains geographical and business segment diversification. We will seek to enhance our casino, slotand bingo operations through the selective expansion of existing halls and operations and increased slotmachine density. We will seek to improve our products mix and realize investments that are accretive toEBITDA and meet other key criteria. In our B2B business, we will focus on increasing the sales ofhigher-margin products. In Italy, our priority will be the continued development of the VLT businessand, in Spain, we will actively work to reduce our base cost expenses through the closure of

4

underperforming sites and operations. Our focus on EBITDA improvement should enable us tocontinue to reduce our leverage ratio; we strive to maintain a target leverage ratio of between 2.5x to3.0x.

• Enhance productivity programs across businesses and geographies. We will also build upon theproductivity initiatives and synergies achieved in prior periods. We will continue to implement bestpractices across our markets to improve productivity. In our slots business, this will entail furtherenhancing the profitability of our slot machine portfolio, including through opportunistic slot machinerotations and replacements. In our casinos division, we intend to implement player tracking andcoinless systems throughout our casinos. In our bingo business, we will seek to close underperforminghalls and increase market share through strategic acquisitions. We will also continue to divest or exitother non-performing businesses and assets.

• Make selective investments and acquisitions with focus and rigor. Our investment program in the short- tomedium-term is subject to rigorous investment criteria, strategic planning and control of capitalexpenditures. We will continue to review and analyze investment opportunities in our core businesssegments with a view to executing investments on an opportunistic basis that enhance our cash flow andpositively contribute to EBITDA. In our B2B business, we will continue to focus our research anddevelopment efforts on maintaining our leadership in the Spanish slots market. In particular, we intendto continue our successful track record of acquisitions, with a particular focus in the acquisition of slotoperators in Spain and Latin America, based on our well-defined and disciplined approach. Forexample, in July 2013 we acquired a 51% interest in four small Spanish slot route operating companiesthat operate approximately 4,500 slot machines. We plan to selectively seek attractive partnerships with,or acquisitions of, companies in our core markets, with the key strategic goal of expanding our currentproduct offer, thereby enabling us to better serve and expand our existing customer base.

Recent Developments

Trading Update

On a preliminary basis, for the year ended December 31, 2013, we expect that our Adjusted EBITDA willincrease within a range of approximately 5.0% to 6.0% as compared with our EBITDA of A322.0 million for theyear ended December 31, 2012. Our actual financial results for the year ended December 31, 2013 may differ fromour preliminary estimated results and remain subject to our normal end of year audit process.

Settlement of CdC Proceedings

On November 15, 2013 we reached a final agreement with the CdC with respect to claims initiated by theCdC in 2007. Under the final agreement, Cirsa Italia S.p.A. (‘‘Cirsa Italia’’) paid A37.5 million (A36.0 million as thefinal settlement amount and A1.5 million in interest) which represents 30% of the CdC’s claim against Cirsa Italiafor allegedly failing to provide minimum levels of service during the period from 2004 to 2007. In a parallelproceeding, the Administrative Court for the Region of Lazio voided penalties levied against Cirsa Italia by theformer Amministrazione Autonoma Monopoli di Stato (now a division of the Agenzia delle Dogane) (the ‘‘AAMS’’)(the ruling is subject to appeal until January 31, 2014). See ‘‘Business—Litigation—Settlement of claims by Italianjudicial body and regulator.’’

In order to finance the payment of the settlement with the CdC, on November 15, 2013 we utilizedA12.5 million of cash on hand and A25.0 million drawings available under the Revolving Credit Facility, which foraccounting purposes has been reflected in our unaudited financial statements for the nine months endedSeptember 30, 2013. See ‘‘Capitalization.’’

5

Panamanian Electronic Casino License Extension

On September 26, 2013, we obtained a 20-year extension of our license to operate 26 electronic casinos inPanama. The extension, which has been approved by Panamanian regulatory authorities, permits Cirsa to continueoperating its 26 electronic casino halls under the license’s existing terms and conditions until 2037. The renewalinvolved a fee payment of $13.0 million ($500,000 per casino), of which $3.0 million was paid on September 30,2013 with the remainder to be paid prior to March 31, 2014. For the twelve months ended September 30, 2013,Panama represented 18.9% of our Adjusted EBITDA of A334.3 million.

Sale of Spanish On-Line Gaming Business to Sportium

On December 2, 2013, we sold Cirsa Digital, S.A., which operates the Spanish business of our On-LineGaming Division to Sportium, our joint venture with Ladbrokes PLC. By expanding the Sportium joint venture toinclude on-line gaming, we expect to benefit from efficiencies in developing and marketing together withLadbrokes our on-line gaming business in Spain under the Sportium brand. See ‘‘Business—Slots Division—JointVenture with Ladbrokes PLC.’’

Adoption of IFRS 11

We will adopt IFRS 11 ‘‘Joint Arrangements’’ with effect from January 1, 2014. Among other things,IFRS 11 eliminates the use of the proportional consolidation method for jointly-controlled companies. UnderIFRS 11, certain of our joint arrangements, the terms of which are renegotiated from time to time, may bereclassified as either joint ventures and accounted for using the equity method or be fully consolidated. Our mostsignificant joint arrangement entity that is presently accounted for under the proportional consolidation method isCasino de Rosario S.A. Any change arising from the application of IFRS 11 would be presentational in nature andwould not impact our underlying cash flows. We are currently assessing the control over such entities andconsequently their accounting treatment under IFRS 11. Under the indenture for the notes, the financial ratiosand financial definitions are generally determined in accordance with IFRS—EU as in effect from time to time.

Principal Shareholder

Our principal shareholder is our founder, chairman and managing director, Mr. Manuel Lao Hernandez.Manuel Lao Hernandez owns 96.37% of the ordinary shares of Nortia Business Corporation (‘‘Nortia,’’ formerlyknown as Leisure & Gaming Corporation, or L&G). Members of his immediate family own the remaining 3.63%.Nortia owns 52.92% of the ordinary shares of Cirsa and Manuel Lao Hernandez owns 47.08% of the ordinaryshares of Cirsa (in each case, excluding treasury shares). Accordingly, Manuel Lao Hernandez beneficially owns100% of Cirsa’s ordinary shares. Mr. Lao Hernandez, who founded Cirsa in 1978, is considered one of thepioneers in the Spanish gaming market, with over 30 years of experience in the gaming industry. In addition toowning 52.92% of the share capital of Cirsa, Nortia owns and manages real estate, some of which is leased toCirsa, and has non-controlling investments in other leisure and gaming companies which it does not operate. See‘‘Principal Shareholders’’ and ‘‘Certain Relationships and Related Party Transactions.’’

6

15JAN201406554443

Summary Financing Structure

The following diagram summarizes our corporate structure and indebtedness after giving effect to thisoffering and the application of the proceeds therefrom, including the refinancing of our existing indebtednessunder the Revolving Credit Facility. Please refer to the sections entitled ‘‘Capitalization,’’ ‘‘Description of CertainIndebtedness’’ and ‘‘Description of the Notes’’ for more detailed descriptions of this offering.

Funding Loans(2)

2018 Notes(1)

100%

Subsidiary Guarantees(4)

Parent Guarantee(3)

Cirsa FundingLuxembourg

S.A.

Cirsa GamingCorporation,

S.A.

2018 Noteholders

100%

Revolving CreditFacility(6)

SubsidiaryGuarantors(5),(6)

(1) The notes will be issued by Cirsa Funding Luxembourg S.A., a wholly owned Luxembourg finance subsidiary of CirsaGaming Corporation, S.A. Cirsa Funding Luxembourg S.A. issued A400.0 million of 8.750% Senior Notes due 2018 onMay 5, 2010, A280.0 million of 8.750% Senior Notes due 2018 on January 18, 2011 and A100.0 million of 8.750% SeniorNotes due 2018 on February 5, 2013.

(2) A funding loan in respect of the offered notes will be made by Cirsa Funding Luxembourg S.A. to Cirsa GamingCorporation, S.A. The funding loan will have the same aggregate principal amount and repayment terms as the offerednotes. Cirsa Funding Luxembourg S.A. made a funding loan to Cirsa Gaming Corporation S.A. in respect of the InitialNotes on May 5, 2010, in respect of the First Additional Notes on January 18, 2011 and in respect of the Second AdditionalNotes on February 5, 2013.

(3) The notes will be unconditionally guaranteed by Cirsa Gaming Corporation, S.A.

(4) Certain of Cirsa Gaming Corporation, S.A.’s subsidiaries will unconditionally guarantee the notes. These subsidiariesaccounted for 43.5% of the Adjusted EBITDA of Cirsa Gaming Corporation, S.A. on a consolidated basis for the twelvemonths ended September 30, 2013. The Adjusted EBITDA of the subsidiary guarantors together with the AdjustedEBITDA of the subsidiaries of the subsidiary guarantors amounted to 96.5% of the Adjusted EBITDA of Cirsa GamingCorporation, S.A. on a consolidated basis for the twelve months ended September 30, 2013. The guarantee issued by oursubsidiary Cirsa Italia is subject to specific limitations. See ‘‘Risk Factors—Fraudulent conveyance laws and other limitationson the enforceability and the amount of the Guarantees may adversely affect the validity and enforceability of theGuarantees.’’

7

(5) We have additional bank and other debt, including the Revolving Credit Facility, which has been incurred and guaranteed byCirsa Gaming Corporation, S.A. and various of our subsidiaries, including subsidiaries guaranteeing the notes. As ofSeptember 30, 2013, after giving pro forma effect to the offering and the application of the proceeds therefrom, we wouldhave had A1,076.4 million of total debt, including the A120.0 million aggregate principal amount of the notes issued in thisoffering net of an estimated A3.0 million of debt issuance costs, but including A6.0 million of issue premium. See‘‘Capitalization’’ and ‘‘Description of Certain Indebtedness.’’

(6) Cirsa Gaming Corporation, S.A., is the borrower under the Revolving Credit Facility, which is guaranteed by the samesubsidiaries that guarantee the notes and Global Bingo Corporation S.A. The Revolving Credit Facility is secured by certainshare and quota pledges and the pledge of certain rights from current account agreements. The aggregate committedamount under the Revolving Credit Facility is A50.0 million, which will be fully available to us following the offering of thenotes. See ‘‘Use of Proceeds.’’ The indenture for the notes and the intercreditor agreement permit up to A100.0 million tobe drawn under a senior facility and for such facility to have the benefit of the intercreditor agreement as described herein.See ‘‘Description of Certain Indebtedness’’ for a description of the Revolving Credit Facility and the intercreditoragreement.

8

The Offering

The following summary contains basic information about the notes. It is not intended to be complete andis subject to important limitations and exceptions. For a more complete understanding of the notes, includingcertain definitions of terms used in this summary, please refer to the section of this listing circular entitled‘‘Description of the Notes.’’

Issuer of the Notes . . . . . . . . . . . . . . . . Cirsa Funding Luxembourg S.A.

Notes Offered . . . . . . . . . . . . . . . . . . . A120.0 million aggregate principal amount of 8.750% Senior Notesdue 2018. The offered notes will be issued as additional notes underan existing indenture dated May 5, 2010 and pursuant to which ourA400,000,000 aggregate principal amount of outstanding 8.750%Senior Notes due 2018 (the ‘‘Initial Notes’’) (A25,510,000 pursuant toRule 144A and A374,490,000 pursuant to Regulation S), A280,000,000aggregate principal amount of outstanding 8.750% Senior Notes due2018 (the ‘‘First Additional Notes’’) (A12,750,000 pursuant toRule 144A and A267,250,000 pursuant to Regulation S) andA100,000,000 aggregate principal amount of outstanding 8.750%Senior Notes due 2018 (the ‘‘Second Additional Notes’’) (A21,000,000pursuant to Rule 144A and A79,000,000 pursuant to Regulation S)were issued. For a period of one year after the issue date of thisoffering, the offered notes issued pursuant to Rule 144A will not befungible with the Initial Notes, the First Additional Notes and theSecond Additional Notes issued pursuant to Rule 144A. The InitialRule 144A Notes, the First Additional Rule 144A Notes and theSecond Additional Rule 144A Notes will be listed and admitted totrading on the Euro MTF Market on the date of this Listing Circularand will be fungible with the offered Rule 144A Notes on January 15,2015. For forty days after the issue date of this offering, the offerednotes issued pursuant to Regulation S are not fungible with theInitial Notes, the First Additional Notes or the Second AdditionalNotes issued pursuant to Regulation S, but thereafter offered notesissued pursuant to Regulation S will be generally fungible with theInitial Notes, the First Additional Notes and the Second AdditionalNotes issued pursuant to Regulation S.

Issue Date of Notes Offered . . . . . . . . . . January 14, 2014.

Maturity Date . . . . . . . . . . . . . . . . . . . May 15, 2018.

Interest Payment Dates . . . . . . . . . . . . . Semi-annually each May 15 and November 15, commencing May 15,2014. Interest will accrue from November 15, 2013.

Security . . . . . . . . . . . . . . . . . . . . . . . None.

Guarantees . . . . . . . . . . . . . . . . . . . . . The notes will be unconditionally guaranteed, jointly and severally, bythe Guarantors. A Guarantee may be released in the event of certainsales or disposals of the relevant Guarantor, in the event of certainenforcement actions under the Revolving Credit Facility and undercertain other circumstances.

Guarantors . . . . . . . . . . . . . . . . . . . . . The Guarantors are operating and intermediate holding companies.The subsidiaries of Cirsa guaranteeing the notes represent 40.3% and43.5% of our total consolidated assets and Adjusted EBITDA,respectively, as of and for the twelve months ended September 30,2013. These subsidiary guarantors together with the subsidiaries ofthese subsidiary guarantors represent 90.7% and 96.5% of our totalconsolidated assets and Adjusted EBITDA, respectively, as of and for

9

the twelve months ended September 30, 2013. For a list of thesubsidiaries guaranteeing the notes, see ‘‘Description of the Notes—Certain Definitions—Subsidiary Guarantors.’’

Ranking of the Notes and the Guarantees The notes will be general senior obligations of the Issuer and, subjectto the terms of the intercreditor agreement, will rank equally in rightof payment with all existing and future indebtedness of the Issuer.The notes will rank senior in right of payment to any other existingand future obligations of the Issuer expressly subordinated in right ofpayment to the notes.

The Guarantees will be general obligations of the Guarantors and,subject to the terms of the intercreditor agreement, will rank equallyin right of payment with any existing and future unsecured debt ofthe Guarantors. The Guarantees will rank senior in right of paymentto all existing and future obligations of the Guarantors expresslysubordinated to the Guarantees. The Guarantees will be effectivelysubordinated in right of payment to all existing and future secureddebt of any Guarantor to the extent of the value of the assetssecured by such secured debt. See ‘‘Description of CertainIndebtedness—Intercreditor Agreement’’ for a description of certainterms affecting the notes and the Guarantees, including provisionsrelating to the release of Guarantees and turnover of proceedsfollowing an enforcement event under the Revolving Credit Facility.

As of September 30, 2013, after giving pro forma effect to thisoffering and the application of the estimated proceeds therefrom, wewould have had outstanding A1,076.4 million of indebtedness,including the notes, of which approximately A79.6 million would havebeen effectively senior to the notes due to being either securedindebtedness or indebtedness of subsidiaries that are not Guarantors.The Issuer would have had no debt other than the notes.

The Issuer is a special purpose finance subsidiary and has no assetsor operations, other than in connection with the issuance of thenotes, the Initial Notes, the First Additional Notes and the SecondAdditional Notes. Cirsa is a holding company conducting itsoperations primarily through its subsidiaries.

Optional Redemption . . . . . . . . . . . . . . The Issuer may redeem all or part of the notes on or after May 15,2014, at the redemption prices listed in ‘‘Description of the Notes—Optional Redemption.’’

At any time prior to May 15, 2014, the Issuer may redeem all or partof the notes by paying a ‘‘make whole’’ premium as described under‘‘Description of the Notes—Optional Redemption.’’

The Issuer may also redeem the notes in whole, but not in part, atany time, upon giving proper notice, if changes in tax laws imposecertain withholding taxes on amounts payable on the notes. If theIssuer decides to do this, it must pay you a price equal to theprincipal amount of the notes plus interest and certain otheramounts. See ‘‘Description of the Notes—Optional Tax Redemption.’’

Change of Control . . . . . . . . . . . . . . . . If Cirsa experiences a change of control, the Issuer will be requiredto offer to repurchase the notes at 101% of their principal amountplus accrued and unpaid interest. See ‘‘Description of the Notes—Change of Control.’’

10

Covenants . . . . . . . . . . . . . . . . . . . . . . The notes will be issued under the Indenture which will limit, amongother things, our ability to:

• incur additional indebtedness;

• pay dividends or make other distributions;

• make certain other restricted payments and investments;

• create liens;

• enter into any agreement that would limit the ability of Cirsa’ssubsidiaries to pay dividends or make other payments to Cirsa;

• transfer or sell assets;

• enter into transactions with affiliates;

• enter into sale-leaseback transactions; and

• merge or consolidate with other entities.

Each of the covenants is subject to a number of important exceptionsand qualifications. See ‘‘Description of the Notes—CertainCovenants.’’

Intercreditor Agreement . . . . . . . . . . . . The notes will be subject to an intercreditor agreement among Cirsa,the other Guarantors, the Issuer, the trustee for the notes, thelenders under the Revolving Credit Facility, the facility agent underthe Revolving Credit Facility, the security trustee and other partiesfrom time to time named therein. Pursuant to the intercreditoragreement, the trustee under the indenture relating to the notes andholders of the notes will agree, among other things, to turnover tothe security trustee under the Revolving Credit Facility any proceedsreceived by them from the Issuer or the Guarantors at any time afteran enforcement event under the Revolving Credit Facility hasoccurred and, in certain circumstances, to release the Guarantees.

Transfer Restrictions . . . . . . . . . . . . . . . We have not registered the notes or the Guarantees under the U.S.Securities Act. The notes are subject to restrictions on transfer andmay only be offered or sold in transactions that are exempt from ornot subject to the registration requirements of the U.S. SecuritiesAct. Furthermore, the notes and the Guarantees have not beenregistered under any other country’s securities laws. See ‘‘Notice toInvestors.’’

No Prior Market . . . . . . . . . . . . . . . . . Because the offered notes have a different restricted trading periodthan the Initial Notes, the First Additional Notes and the SecondAdditional Notes, the offered notes will be new securities for whichthere is currently no market. Although the Initial Purchaser hasinformed us that it intends to make a market for the offered notes, itis not obligated to do so and it may discontinue market making atany time without notice. Accordingly, a liquid market for the notesmay not be developed or maintained.

Tax Consequences . . . . . . . . . . . . . . . . . The offered notes will have the same U.S. federal income taxcharacteristics as the Initial Notes, the First Additional Notes and theSecond Additional Notes provided that the offered notes are issuedin a ‘‘qualified reopening’’ for U.S. federal income tax purposes.While the matter is not free from doubt, the Issuer intends to takethe position that the offered notes are being issued in a ‘‘qualifiedreopening.’’ Accordingly, the offered notes will have the same

11

characteristics as the Initial Notes, and thus will be considered tohave original issue discount (‘‘OID’’).

U.S. holders of the notes generally are required to include such OIDin gross income for U.S. Federal income tax purposes as it accrues(regardless of their regular method of accounting), possibly inadvance of the receipt of cash attributable to such income. U.S.holders of the offered notes may be entitled to reduce or eliminateany periodic inclusions of OID if, as expected, the price of theoffered notes in the offering is greater than the adjusted issue priceof the Initial Notes.

For a discussion of the U.S. Federal income tax consequences of aninvestment in the notes, see ‘‘Material Tax Considerations—MaterialU.S. Federal Income Tax Consequences to U.S. Holders.’’ You shouldconsult your own tax advisor to determine the U.S. Federal, state,local and other tax consequences of an investment in the notes.

Listing . . . . . . . . . . . . . . . . . . . . . . . . The Issuer applied to list the offered notes on the Official List of theLuxembourg Stock Exchange and admit the offered notes for tradingon the Euro MTF Market.

Governing Law . . . . . . . . . . . . . . . . . . . The laws of the State of New York.

Use of Proceeds . . . . . . . . . . . . . . . . . . We will use the proceeds from this offering to refinanceapproximately A42.0 million of existing indebtedness, includingA25.0 million of our existing indebtedness under the Revolving CreditFacility, to pay commissions, fees and other expenses of this offeringand for general corporate purposes which may include acquisitionsand other investments in our Latin American businesses and furtherinvestments in slot operators. See ‘‘Use of Proceeds.’’

Risk Factors . . . . . . . . . . . . . . . . . . . . You should refer to the section entitled ‘‘Risk Factors’’ for anexplanation of certain risks involved in investing in the notes.

Clearing Information . . . . . . . . . . . . . . The offered notes sold pursuant to Regulation S and the offerednotes sold pursuant to Rule 144A of the U.S. Securities Act havebeen accepted for clearance through the facilities of Euroclear andClearstream.

The initial, temporary common code number and internationalsecurities identification number for the offered notes sold pursuant toRegulation S under the U.S. Securities Act are 101470270 andXS1014702705, respectively. After the expiration of the 40-day periodfollowing the issue date the common code number and internationalsecurities identification number for the offered notes sold pursuant toRegulation S under the U.S. Securities Act are 050659151 andXS0506591519, respectively.

The initial, temporary common code number and internationalsecurities identification number for the offered notes sold pursuant toRule 144A under the U.S. Securities Act are 101470300 andXS1014703000, respectively. After the expiration of the one yearperiod following the issue date the common code number andinternational securities identification number for the offered notessold pursuant to Rule 144A the U.S. Securities Act are 050659313and XS0506593135, respectively.

12

Summary Consolidated Historical and Unaudited Consolidated Pro Forma Financial Information

The following summary profit and loss account data, balance sheet data and other data as of and for theyears ended December 31, 2012, 2011, 2010, 2009, 2008 and 2007 have been derived from our audited consolidatedfinancial statements for the years ended December 31, 2012, 2011, 2010, 2009 and 2008. The following summaryprofit and loss account data, balance sheet data and other data as of and for the nine months ended September 30,2013 and 2012 have been derived from our unaudited consolidated financial statements for the nine months endedSeptember 30, 2013. The following summary profit and loss account data, balance sheet data and other data as ofand for the twelve months ended September 30, 2013 have been derived from our unaudited consolidated financialstatements for the nine months ended September 30, 2013 and from our audited consolidated financial statementsfor the year ended December 31, 2012. Our consolidated financial statements for the years ended December 31,2012, 2011, 2010, 2009 and 2008 and for the nine months ended September 30, 2013 have been prepared inaccordance with IFRS—EU, which differs in certain significant respects from Spanish GAAP. Our consolidatedfinancial statements as of and for the years ended December 31, 2009 and 2008 are not included in this listingcircular.

The following summary profit and loss account data, balance sheet data and other data as of and for theyears ended December 31, 2006 and 2005 have been derived from our audited consolidated financial statementsfor the years ended December 31, 2006 and 2005, which consolidated financial statements are not included in thislisting circular. Our consolidated financial statements for the years ended December 31, 2006 and 2005 have beenprepared in accordance with Spanish GAAP, which differs in certain significant respects from IFRS—EU. Ourconsolidated financial statements as of and for the year ended December 31, 2006 and 2005 are not included inthis listing circular.

You should read our consolidated financial statements and the related notes included elsewhere in thislisting circular.

The comparability of our results of operations and financial position as of and for the years endedDecember 31, 2012, 2011 and 2010 and as of and for the nine months ended September 30, 2013 and 2012 havebeen affected by the factors described in ‘‘Operating and Financial Review and Prospects—Overview.’’

The following summary pro forma financial information has been derived by applying pro formaadjustments to Cirsa’s historical consolidated financial statements included elsewhere in this listing circular. Thesummary pro forma financial information gives effect to the offering and the application of the estimated proceedstherefrom as though they had occurred on October 1, 2012 for the pro forma profit and loss account informationand on September 30, 2013 for the pro forma balance sheet information.

The adjustments necessary to present fairly the summary pro forma financial information have been madebased on available information and assumptions that we believe are reasonable. The summary pro forma financialinformation is for informational purposes only and does not purport to present what our results would actuallyhave been had these transactions actually occurred on the dates presented or to project what our results wouldactually have been had these transactions actually occurred on the dates presented or to project our results ofoperations or financial position for any future period.

The summary consolidated historical and unaudited consolidated pro forma financial information shouldbe read in conjunction with the financial statements included elsewhere in this listing circular and the informationset forth in ‘‘Summary,’’ ‘‘Business,’’ ‘‘Capitalization,’’ ‘‘Selected Consolidated Financial Information and OtherData,’’ ‘‘Operating and Financial Review and Prospects’’ and ‘‘Description of Certain Indebtedness.’’

13

The following table summarizes our profit and loss account data, balance sheet data and other data as ofand for the years ended December 31, 2012, 2011, 2010, 2009, 2008, 2007, 2006 and 2005, and for the twelvemonths ended September 30, 2013:

IFRSSpanish GAAPTwelveYear ended months endedDecember 31, Year ended December 31, September 30,

2005 2006 2007 2008 2009 2010 2011 2012 2013

(E in millions)Summary Profit and Loss

Account Data:Operating revenues(1) . . . . . . . . . 1,556.6 1,657.1 1,670.3 1,703.9 1,648.3 1,774.2 1,746.8 1,817.6 1,584.8Net profit attributable to equity

holders of the parent . . . . . . . (34.6) (8.5) (5.6) 23.5 (5.0) (19.0) (25.4) 0.2 (44.1)Summary Balance Sheet Data (at

end of period):Total assets . . . . . . . . . . . . . . . . 905.2 939.1 1,003.2 1,149.4 1,238.7 1,349.1 1,389.6 1,340.7 1,375.8Total debt . . . . . . . . . . . . . . . . . 631.5 690.9 736.4 785.9 830.7 898.2 936.7 923.5 970.4Total net debt(2)(3) . . . . . . . . . . . 571.0 611.0 679.9 721.9 780.4 833.0 870.0 868.3 878.5Total adjusted net debt(4) . . . . . . — — — — — — — — 916.0Total shareholders’ equity . . . . . . 34.3 29.9 95.2 91.7 90.8 85.0 35.6 14.1 (52.7)Other Financial Data:EBITDA(5)(6) . . . . . . . . . . . . . . . 114.1 143.4 164.3 192.6 208.6 260.0 290.0 322.0 298.3Adjusted EBITDA(6) . . . . . . . . . — — — — — — — — 334.3Capital expenditures(7) . . . . . . . . 96.7 65.6 91.5 114.4 167.6 140.8 160.1 144.8 120.4Ratio of total net debt to

EBITDA . . . . . . . . . . . . . . . . 5.0x 4.3x 4.1x 3.7x 3.7x 3.2x 3.0x 2.7x 2.9xRatio of total adjusted net debt to

Adjusted EBITDA . . . . . . . . . — — — — — — — — 2.7x

(1) In accordance with IFRS, with effect from January 1, 2013, operating revenues are recorded net of Bingo prizes. Bingoprizes refers to the prizes payable on Bingo cards. Operating revenues for the twelve months ended September 30, 2013 arepresented net of Bingo prizes for the entire period. Operating revenues for other periods have not been restated. Bingoprizes for the twelve months ended September 30, 2012 and 2013 were A236.6 million and A255.3 million, respectively.

(2) We define total net debt calculated using items determined under Spanish GAAP as total debt less cash and securitiesportfolio.

(3) We define total net debt calculated using items determined under IFRS as total debt less cash and cash equivalents.

(4) We define total adjusted net debt as total net debt plus the payment of the settlement to CdC.

(5) EBITDA for the years ended December 31, 2006 and 2005 calculated using items determined under Spanish GAAPrepresents operating profit before depreciation, amortization of fixed assets and variation in operating provisions.

The following table presents the calculation of EBITDA under Spanish GAAP:

Year endedDecember 31,

2005 2006

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.6 75.6Depreciation and amortization of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.3 59.6Variation in operating provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.2 8.2

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.1 143.4

14

(6) EBITDA represents profit before tax, depreciation, amortization and impairment, financial results, foreign exchange resultsand loss on sale of non-current assets. Adjusted EBITDA (as presented in the listing circular for the twelve months endedSeptember 30, 2013) represents EBITDA before the one-time settlement payment to the CdC made on November 15, 2013.The payment was recorded in our unaudited consolidated financial statements for the nine months ended September 30,2013. We believe that it is widely accepted that EBITDA and Adjusted EBITDA provide useful information regarding acompany’s ability to service and incur indebtedness. EBITDA and Adjusted EBITDA are not a measurement of operatingperformance under IFRS, and should not be considered substitutes for operating income, net income, cash flows fromoperating activities or other income statement data, or as a measure of profitability or liquidity, and EBITDA and AdjustedEBITDA do not necessarily indicate whether cash flow will be sufficient or available for cash requirements. EBITDA andAdjusted EBITDA may not be indicative of our historical operating results nor is it meant to be predictive of potentialfuture results. Because all companies do not calculate EBITDA and Adjusted EBITDA identically, the presentation may notbe comparable to similarly entitled measures of other companies. For a reconciliation of EBITDA to profit before tax in theyears ended December 31, 2012, 2011 and 2010, the nine months ending September 30, 2013 and 2012 and the twelvemonths ending September 30, 2013, and for the reconciliation of Adjusted EBITDA for the nine months and the twelvemonths ending September 30, 2013 see footnote (5) to the following table.

(7) We define capital expenditures to include the following items from our consolidated cash flow statement: ‘‘Purchase anddevelopment of property, plant and equipment’’ and ‘‘Purchase and development of intangibles.’’

15

The following table presents our profit and loss account data, balance sheet data and other data as of andfor the years ended December 31, 2012, 2011 and 2010, the nine months ending September 30, 2013 and 2012 andthe twelve months ending September 30, 2013.

Nine months Twelveended months endedYear ended December 31, September 30, September 30,2010 2011 2012 2012 2013 2013

(E in millions)Summary Profit and Loss Account Data:Operating revenues(1) . . . . . . . . . . . . . . . . . . . . 1,774.2 1,746.8 1,817.6 1,167.8 1,176.3 1,584.8Bingo prizes(1) . . . . . . . . . . . . . . . . . . . . . . . . . (310.0) (247.7) (241.3)Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . (219.7) (241.9) (226.3) (168.4) (160.8) (218.7)

Net operating revenues . . . . . . . . . . . . . . . . . . . 1,244.5 1,257.2 1,350.0 999.4 1,015.5 1,366.1Consumption . . . . . . . . . . . . . . . . . . . . . . . . . (87.6) (86.7) (81.6) (58.4) (50.5) (73.7)Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . (228.6) (224.8) (242.2) (178.7) (180.8) (244.3)Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . (414.9) (410.4) (437.7) (328.8) (376.0) (484.9)External supplies and services . . . . . . . . . . . . . . (253.4) (245.2) (266.4) (193.5) (192.0) (264.9)Depreciation, amortization and impairment . . . . . (140.4) (149.6) (153.4) (119.3) (123.6) (157.7)Changes in trade provisions . . . . . . . . . . . . . . . . (4.6) (5.5) (6.2) (4.1) (2.7) (4.7)

Earnings before interest and taxes . . . . . . . . . . . 115.0 134.9 162.5 116.5 89.9 135.9Financial results . . . . . . . . . . . . . . . . . . . . . . . (82.7) (96.8) (90.5) (58.1) (71.8) (104.2)Foreign exchange results . . . . . . . . . . . . . . . . . . (0.5) (6.2) (6.3) (4.8) (5.0) (6.5)Results on sale of non-current assets . . . . . . . . . (9.4) (5.2) 0.1 (1.1) (5.7) (4.5)

Profit before tax . . . . . . . . . . . . . . . . . . . . . . . 22.5 26.8 65.7 52.4 7.5 20.8Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . (33.1) (43.7) (56.1) (40.6) (41.8) (57.2)Minority interest . . . . . . . . . . . . . . . . . . . . . . . (8.5) (8.5) (9.4) (9.2) (7.4) (7.7)

Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19.0) (25.4) 0.2 2.6 (41.7) (44.1)

Selected Balance Sheet Data (at end of period):Cash and cash equivalents . . . . . . . . . . . . . . . . . 65.2 66.7 55.2 71.6 91.9 91.9Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,349.1 1,389.6 1,340.7 1,397.3 1,375.8 1,375.8Total debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . 898.2 936.7 923.5 942.3 970.4 970.4Total net debt(3) . . . . . . . . . . . . . . . . . . . . . . . . 833.0 870.0 868.3 870.7 878.5 878.5Total adjusted net debt(4) . . . . . . . . . . . . . . . . . — — — — 916.0 916.0Total shareholders’ equity . . . . . . . . . . . . . . . . . 85.0 35.6 14.1 36.1 (52.7) (52.7)Other Financial Data:EBITDA(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . 260.0 290.0 322.0 240.0 216.3 298.3Adjusted EBITDA(5) . . . . . . . . . . . . . . . . . . . . 252.3 334.3Capital expenditures(6) . . . . . . . . . . . . . . . . . . . 140.8 160.1 144.8 111.4 87.0 120.4Pro Forma Financial Data:(7)

Cash and cash equivalents(8) . . . . . . . . . . . . . . . 160.4Total debt(9) . . . . . . . . . . . . . . . . . . . . . . . . . . 1,076.4Net interest expense(10) . . . . . . . . . . . . . . . . . . . 111.5Total adjusted net debt(11) . . . . . . . . . . . . . . . . . 916.0Ratio of total adjusted net debt to Adjusted

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7xRatio of Adjusted EBITDA to net interest

expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.0x

(1) In accordance with IFRS, with effect from January 1, 2013, operating revenues are recorded net of Bingo prizes. Bingoprizes refers to the prizes payable on Bingo cards. Operating revenues for the nine months ended September 30, 2012 havebeen restated. Operating revenues for the twelve months ended September 30, 2013 are presented net of Bingo prizes for

16

the entire period. Operating revenues for other periods have not been restated. Bingo prizes for the twelve months endedSeptember 30, 2012 and 2013 were A236.6 million and A255.3 million, respectively.

(2) Total debt of A970.4 million as of September 30, 2013 was comprised of (i) bank debt of A119.0 million recorded under‘‘Credit institutions’’ as non-current liabilities and current liabilities, (ii) capital lease obligations of A22.4 million recordedunder ‘‘Credit institutions’’ as non-current liabilities and current liabilities, (iii) gaming tax deferrals of A13.4 millionrecorded under ‘‘Tax authorities’’ as non-current liabilities and under ‘‘Other creditors’’ as current liabilities, (iv) promissorynotes and other loans of A29.5 million recorded under ‘‘Other creditors’’ as non-current liabilities and current liabilities and(v) high yield notes of A786.1 million recorded under ‘‘Bonds’’ as non-current liabilities and current liabilities, in each case,net of amortized debt issuance costs and original issue discount of A19.5 million.

(3) We define total net debt as total debt less cash and cash equivalents.

(4) We define total adjusted net debt as total net debt plus the payment of the A37.5 million settlement to the CdC(A36.0 million as final settlement amount and A1.5 million in interest).

(5) EBITDA represents profit before tax, depreciation, amortization and impairment, financial results, foreign exchange resultsand loss on sale of non-current assets. Adjusted EBITDA (as presented in the listing circular for the nine months andtwelve months ended September 30, 2013) represents EBITDA before the one-time settlement of A36.0 million payment tothe CdC made on November 15, 2013. The payment was recorded in our unaudited consolidated financial statements forthe nine months ended September 30, 2013. For accounting purposes, the CdC payment adjustment was allocated solely tothe Slots Division (see table below). We believe that it is widely accepted that EBITDA and Adjusted EBITDA provideuseful information regarding a company’s ability to service and incur indebtedness. EBITDA and Adjusted EBITDA are notmeasurements of operating performance under IFRS, and should not be considered substitutes for operating income, netincome, cash flows from operating activities or other income statement data, or as a measure of profitability or liquidity, andEBITDA and Adjusted EBITDA do not necessarily indicate whether cash flow will be sufficient or available for cashrequirements. EBITDA and Adjusted EBITDA may not be indicative of our historical operating results nor are they meantto be predictive of potential future results. Because all companies do not calculate EBITDA and Adjusted EBITDAidentically, the presentation may not be comparable to similarly entitled measures of other companies.

The following table presents our calculation of EBITDA and Adjusted EBITDA:

Nine months TwelveYear ended ended months endedDecember 31, September 30, September 30,2007 2008 2009 2010 2011 2012 2012 2013 2013

(E in millions)Profit before tax . . . . . . . . . . . . . . . . . . . . . 16.8 33.4 28.2 22.5 26.8 65.7 52.4 7.5 20.8(Profit)/Loss on sale of non-current assets . . . . . 9.2 10.9 16.3 9.4 5.2 (0.1) 1.1 5.7 4.5Foreign exchange results . . . . . . . . . . . . . . . . 16.3 0.4 0.1 0.5 6.2 6.3 4.9 5.0 6.5Financial results . . . . . . . . . . . . . . . . . . . . . . 45.8 50.1 62.5 82.7 96.8 90.5 58.1 71.8 104.2Depreciation, amortization and impairment . . . . 73.2 95.5 97.5 140.4 149.6 153.4 119.3 123.6 157.7Changes in trade provisions . . . . . . . . . . . . . . 3.1 2.3 3.9 4.6 5.5 6.2 4.1 2.7 4.7

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . 164.3 192.6 208.6 260.0 290.0 322.0 240.0 216.3 298.3

CdC Settlement Payment(a) . . . . . . . . . . . . . . . — — — — — — — 36.0 36.0

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . — — — — — — — 252.3 334.3

(a) CdC Settlement Payment refers to the one-time settlement payment to the CdC made on November 15, 2013. Thisadjustment applies only to our Slots Division. For accounting purposes A36.0 million of the CdC Settlement Payment hasbeen recorded as a gaming tax under our Slots Division.

(6) We define capital expenditures to include the following items from our consolidated cash flow statement: ‘‘Purchase anddevelopment of property, plant and equipment’’ and ‘‘Purchase and development of intangibles.’’

(7) The pro forma financial data gives pro forma effect to the offering of the notes and the expected application of the proceedstherefrom. See ‘‘Use of Proceeds’’ and ‘‘Capitalization.’’

17

(8) Pro forma cash represents cash and cash equivalents of A91.9 million adjusted for the net proceeds from the issuance of theoffered notes after the repayment of approximately A25.0 million of indebtedness under the Revolving Credit Facility andA17.0 million of other indebtedness and the payment of an estimated A3.0 million of debt issuance costs.

(9) Pro forma total debt represents total debt of A970.4 million adjusted for the repayment of approximately A25.0 million ofindebtedness under the Revolving Credit Facility and A17.0 million of other indebtedness, and the issuance of theA120.0 million of offered notes, net of an estimated A3.0 million of debt issuance costs, but including A6.0 million of issuepremium, in the offering. See ‘‘Capitalization.’’

(10) Pro forma net interest expense represents interest expense as adjusted for the interest expense in respect of the offered notesat an interest rate of 8.750% less the interest expense in respect of other indebtedness to be repaid with the proceeds of theoffering. Pro forma net interest expense includes the A1.5 million of interest expense recorded in connection with the CdCsettlement.

(11) We define pro forma total adjusted net debt as pro forma total debt (A1,076.4 million) less pro forma cash and cashequivalents (A160.4 million). See ‘‘Capitalization.’’

18

RISK FACTORS

An investment in the notes involves a high degree of risk. You should carefully consider the risk factorsdescribed below and all other information contained in this listing circular. These risks and uncertainties are not theonly ones we face. We also face additional risks and uncertainties that are not currently known to us or that wecurrently consider immaterial. The occurrence of the risks described below or such additional risks could have amaterial adverse impact on our business, financial condition and results of operations, including our ability to makepayments on the notes or on the trading price of such notes. This listing circular contains ‘‘forward-looking’’ statementsthat involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forwardlooking statements. Factors that might cause such differences are discussed below and elsewhere in this listing circular.See ‘‘Forward Looking Statements.’’

Risks Relating to the Gaming Industry and Our Business

Our business will be negatively impacted by the economic downturn in Spain and other markets in which we operate.

For the twelve months ended September 30, 2013, our operations in Spain accounted for 34.8% of ourconsolidated net operating revenues and 22.9% of our consolidated Adjusted EBITDA. Spain is currentlyexperiencing a significant economic downturn. Spain entered into a recession in the third quarter of 2008, and theeffects of the global economic downturn have been exacerbated by a real estate crisis and pressures from arelatively high fiscal deficit and external indebtedness. Spain’s public debt has been downgraded by rating agencieson a number of occasions commencing in 2010. The unemployment rate was reported to be 26.7% in October 2013and the gross domestic product contracted by 1.4% in 2012 and has continued to contract in 2013. The economicdownturn has had, and will likely continue to have, a number of negative impacts on our operations in Spain. Forexample, the aggregate number of visitors to our slots arcades and bingo and casino halls in Spain as well as theiraverage visit length and amount wagered have decreased commencing in 2009, and have not yet recovered. Thedecrease in visitors and length of visit have, in turn, adversely affected our results of operations since 2009. Theeconomic downturn in Spain and the effects of the credit crisis have also adversely impacted the availability andcost of our bank financing in Spain, and we believe that these conditions will continue.

Our results of operations are also dependent on the economic conditions of other markets in which weoperate, including Italy, Argentina, Panama, Colombia and other parts of Latin America, some of which haveexperienced declines recently and during various periods in the past decade. Our business is particularly sensitiveto reductions in discretionary consumer spending, which may be affected by such negative economic conditions.Economic contraction, economic uncertainty and the perception by our customers of weak or weakening economicconditions may cause a decline in demand for entertainment in the forms of the gaming services that we offer. Inaddition, changes in discretionary consumer spending or consumer preferences could be driven by factors such asan unstable job market or perceived or actual disposable consumer income and wealth. Economic downturns andvolatility in the various markets in which we operate may adversely affect our results of operations and financialcondition.

There are risks associated with our operations outside of Spain.

For the twelve months ended September 30, 2013, net operating revenues and Adjusted EBITDA fromour operations outside of Spain accounted for 65.2% of our consolidated net operating revenues and 77.1% of ourconsolidated Adjusted EBITDA, respectively. We have operations in seven countries outside of Spain, includingItaly and six countries in Latin America. Over the past ten years, we have expanded our operations into LatinAmerica and Italy and may continue to expand selectively into new geographic markets. Pursuing this strategy hasplaced and may continue to place us in new markets and businesses in which the gaming industry and taxation andrelated regulatory environment are, in many cases, less developed than in Spain. See ‘‘Regulation.’’ Taxes on slotmachines or other gaming activities may be created or increased or new and more detailed regulations may beenacted. These tax increases or regulatory changes could increase our cost of regulatory or tax compliance andcould have a material adverse effect on our operations. For example, the Italian government has increased the rate

19

of gaming taxes on VLTs on several occasions in 2012 and 2013, which adversely impacted the EBITDA of ourItalian business. In many international markets in which we operate, we invest in or enter into partnershiparrangements with local gaming market operators. These investments and arrangements are subject to a number ofrisks.

A significant portion of our international presence, representing 74.0% of consolidated EBITDA, is inLatin America, including Argentina, Panama, Colombia, Mexico, Dominican Republic and Peru. In these markets,we are often exposed to substantial political, economic and currency risks because the governments, economies andcurrencies of many of these countries are more volatile than the countries of the European Union. Governments inLatin America frequently intervene in the economies of their respective countries and occasionally make significantchanges in policy and regulations. Governmental actions to control inflation and other policies and regulationshave often involved, among other measures, price controls, currency devaluations, capital controls and limits onimports. Our business may be adversely affected by this volatility.

In addition, the costs and revenues of our operations outside the European Union are denominated incurrencies other than the euro. Because our financial statements are denominated in euros, exchange ratemovements between the euro and the other relevant currencies have in the past adversely impacted, and maycontinue to adversely impact, our results of operations. For example, our results of operations and financialposition have been materially and adversely affected by the depreciation of the Argentine peso against the euro atdifferent times over the past five years, as well as in earlier historical periods. We expect that our results ofoperations and financial condition will continue to be impacted by the effect of currency fluctuations in the future,particularly as we do not engage in, or have immediate plans to enter into, any currency hedging transactions.Moreover, these currency fluctuations may make period-to-period comparisons of our results from operationsdifficult to evaluate.

Our business in Argentina generates a significant amount of our revenues and EBITDA, and any adverse developmentswith respect to it could negatively impact our financial condition and results of operations.

We currently depend, and we expect to continue to depend, on our Buenos Aires riverboat casinobusiness to generate a significant portion of our revenues and EBITDA. Our main Argentine subsidiary, CasinoBuenos Aires, contributed approximately 13.3% of our consolidated Adjusted EBITDA in the twelve monthsended September 30, 2013. In addition, we have made significant investments in our Rosario casino, in which wehold a 50% interest. The Rosario casino commenced operations in October 2009, and accounted for 8.2% of ourconsolidated Adjusted EBITDA in the twelve months ended September 30, 2013. We are additionally party tocertain strategic arrangements with another Argentine casino operator, Casino Club, with respect to our Argentinabusiness. In November 2011, we acquired a 33% share of a bingo hall in Buenos Aires and in November 2013 weentered into a joint venture to operate two additional bingo halls in the Province of Buenos Aires. In the futurewe may increase our exposure to the Argentine market through further acquisitions and/or expansion. See‘‘Business—Strategic Arrangements in Argentina’’ and ‘‘Risk Factors—We do not control certain of ourbusinesses.’’

Our businesses in Argentina are subject to a wide variety of risks, including the risk of adverse legal andregulatory developments, political, social or economic instability in Argentina, depreciation of the Argentine peso,restrictions on transfer of funds and various operational risks.

Legal and Regulatory Risk. The License. The validity of the license granted to us by the State Lottery ofArgentina (Loterıa Nacional Sociedad del Estado) for the operation of our casinos in Buenos Aires has beensubject to local governmental challenge and related litigation. The City of Buenos Aires alleged that the StateLottery of Argentina did not have the authority to issue the license. In 2003, the City of Buenos Aires and theState Lottery of Argentina entered into a settlement agreement, in which the parties agreed (i) that the StateLottery of Argentina has the regulatory authority over our casinos in Buenos Aires, (ii) a method for thedistribution of gaming royalties and related fees between them, and (iii) to the termination of all pending litigationbetween them, in each case, without acknowledgement by either party of any underlying rights. The settlementagreement acknowledges the extension of the term of the license to 2019 and our right to open a second riverboat

20

casino at the same site. The settlement agreement has a four-year renewable term, and either the State Lottery ofArgentina or the City of Buenos Aires may terminate the settlement agreement by giving notice within 120 daysprior to the expiration of any four-year period. Under the settlement agreement, the current term expires inDecember 2015. If upon termination of the settlement agreement, the City of Buenos Aires decides to initiate newlegal proceedings challenging the State Lottery of Argentina’s regulatory authority over our casinos in BuenosAires, or otherwise interferes with its operation, we believe we may be able to prevent such interference undertemporary restraining orders issued at our request and currently in force against the City of Buenos Aires, or byrequesting new restraining orders in the future. However, we cannot assure you that any such temporaryrestraining orders will be granted or enforced. If upon termination of the settlement agreement, the City ofBuenos Aires challenges the continuing validity of the license, we cannot assure you that the validity of the licensewill be upheld. Our Argentine counsel has advised us that proceedings challenging the validity of the license maytake six to 10 years to conclude.

Our existing second riverboat casino, Princess Casino, commenced operations in January 2006 and has alicense to operate which expires in 2019.

In March 2005, in response to a complaint brought by an individual against the City of Buenos Aires, aCity court in the City of Buenos Aires ruled that the settlement agreement was void and that the law ratifying thesettlement agreement was contrary to the constitution of the City of Buenos Aires, and ordered that our firstriverboat casino in Buenos Aires, Estrella de la Fortuna, be closed. The City of Buenos Aires appealed thisdecision in proceedings to which we were not a party, and we additionally requested that the Argentine FederalCourt issue injunctions against the Buenos Aires City court order. On March 27, 2006, the City court of the City ofBuenos Aires ordered that our second riverboat, Casino Princess, be closed. Upon our urgent request, the FederalCourt issued various orders upholding the ruling issued in the Federal Court case and ordering the immediatere-opening of the second riverboat. On October 6, 2006, the Supreme Court of the City of Buenos Aires (thehighest court of the city of Buenos Aires) held that the legal proceedings pursuant to which the City court haddeclared void the settlement agreement between City of Buenos Aires and the State Lottery of Argentina werenull and void. There can be no assurance that the settlement agreement between the City of Buenos Aires and theState Lottery of Argentina will not be challenged in a federal court. See ‘‘Business—Litigation.’’

Municipal Turnover Tax. The City of Buenos Aires has claimed that the riverboat casinos in BuenosAires are subject to a so-called municipal turnover tax and has made several attempts to inspect our premises inBuenos Aires in order to obtain the necessary evidence and information to be able to assess and collect such tax.We do not believe that we are subject to the turnover tax on a variety of grounds. Among other things, it is ourposition that the riverboat casinos are not located within the jurisdiction of the City of Buenos Aires. Under theprovisions of a recent amendment to the settlement agreement between the City of Buenos Aires and the StateLottery of Argentina, Casino Buenos Aires has undertaken to make certain additional payments to the StateLottery earmarked for the City of Buenos Aires. Upon the receipt of these funds, the City of Buenos Aires is toextinguish its various claims related to the payment of the municipal turnover tax and any other specific taxationon gaming activities conducted by our riverboat casinos. Implementation of this amendment is subject to theapproval of various Argentine governmental bodies. We believe that if the amendment to the settlement agreementis approved as it stands as of the date of this listing circular, its terms will prevent the City from continuing theseclaims. See ‘‘Business—Litigation—Litigation in connection with the casino license—Amendment to the SettlementAgreement’’. Nevertheless, the amendment may be rejected or, even if approved, the City of Buenos Aires maysubsequently revoke its terms. If we were found to be subject to such tax and required to pay such tax, it couldhave a material adverse effect on our results of operations.

For a discussion of these and other legal proceedings and claims faced by our business in Argentina, see‘‘Business—Litigation.’’

Political and Currency Risk. Over the past decade, the Argentine economy has experienced a severerecession, as well as a political and social crisis, and the abandonment of U.S. dollar Argentine peso parity in 2002led to a significant depreciation of the Argentine peso against major international currencies. In recent years, theArgentine peso has depreciated against the euro and the U.S. dollar and the inflation rate has increased.

21

Since the abandonment of the U.S. dollar Argentine peso parity in January 2002, the Argentinegovernment has implemented measures attempting to address its effects, recover access to financial markets,restore liquidity to the financial system, reduce unemployment and generally stimulate the economy. Althoughgeneral political, economic and social conditions in Argentina improved since 2003, significant uncertainties remainregarding the country’s economic and political future. There have been a number of negative economic andpolitical developments since 2008 and more recently that have increased the level of uncertainty. The country hasexperienced high rates of inflation in recent years and it is possible that Argentina will enter a deeper recessionand experience higher levels of inflation, unemployment and social unrest in the future. Argentine governmentmeasures concerning the economy, including measures related to inflation, interest rates, foreign exchange controls,currency exchange rates and privatization measures have had and may continue to have a material adverse effecton private sector entities, including Casino Buenos Aires and the Rosario casino. For example, in recent years, thegovernment of Argentina has taken various measures that have troubled foreign investors, including thenationalization of YPF S.A., one of the largest oil and gas producers in Argentina. In June 2012, there werereports in the Argentine media regarding the possible nationalization of the private sector gaming industry. Wehave not received any communication from the Argentine government in this regard and are unaware of any plansregarding a proposed change of ownership; however, we cannot guarantee the Argentine government will continueto permit private sector gaming in the country.

Restrictions on transfer of funds. Under current foreign exchange regulations, there are restrictions on thetransfer of funds into and outside of Argentina. In 2001 and 2002, the Argentine government imposed a number ofmonetary and currency exchange control measures that included restrictions on the disposition of funds depositedwith banks and restrictions on transferring funds abroad. In October 2011, the Argentine government introducedadditional restrictions in connection with the transfer of funds. These measures require certain Argentine oil, gasand mining companies to repatriate 100% of their foreign currency earnings, insurance companies to sell all theirforeign assets and repatriate the proceeds, and require official approval to buy U.S. dollars, which approval iscontingent on previous tax declarations proving the necessary income. There can be no assurance that theArgentine government will not impose new restrictions on the transfer of funds outside of Argentina. The currentrestrictions do not affect the payment of dividends to us by our Argentine businesses. However, the transfer ofU.S. dollars out of Argentina requires prior government approval and is therefore subject to prevailing politicaland fiscal conditions at the time such transfer request is made. We also incur significant transactional coststransferring funds out of Argentina. Additionally, there is a possibility that the government could further restrict,either directly or indirectly, the transfer of dividends from local companies to their foreign shareholders in thefuture. If we were unable to repatriate funds from Argentina, we would not be able to use the cash flow fromCasino Buenos Aires and our other Argentine businesses to finance our operating requirements elsewhere andsatisfy our debt obligations, including the notes.

Furthermore, there are separate restrictions governing the transfer of funds into Argentina. Specifically,regulations impose obligations regarding minimum repayment terms and a mandatory one year depositrequirement for funds transferred into Argentina in connection with indebtedness of non-Argentine residents,certain investments made by non-Argentine residents, and the repatriation of funds by Argentine residents. Certaintransactions are exempt from the mandatory one year deposit requirement, including: foreign loans to financeimports and exports, loans to the non-financial sector with an average term of at least two years (includingprincipal and interest payments) if such funds are used exclusively for investments in non-financial assets, directinvestments from non-residents and financing obtained to repay foreign financial debt when the proceeds of theloan are used to repay such foreign debt. There can be no assurance that these restrictions will not affect ourability to finance our operations in Argentina.

Operational Risks. Dockside and riverboat facilities are subject to risks, in addition to those associatedwith land-based casinos, relating to weather, flood or mechanical failure and must comply with applicableregulations. Gaming operations conducted on riverboat casinos or at dockside facilities could be lost from servicefor a variety of reasons, including terrorism, casualty, forces of nature, movement of vessels, mechanical failure,extended or extraordinary maintenance or labor disputes. Our riverboats must also comply with various regulatoryrequirements as to boat design, on-board facilities, equipment, personnel and safety. Between 2006 and 2008, our

22

riverboat casinos were closed on multiple occasions for extended periods of time due to work stoppages byemployees. See ‘‘Business—Employees.’’

We do not control certain of our businesses.

We operate a number of our businesses through strategic partnerships, joint ventures and alliances. Forexample, we have entered into a Union Transitoria de Empresas (‘‘UTE’’) agreement with a local partner withrespect to the operation and development of our gaming operations in the City of Buenos Aires. We also hold a50% ownership interest in the Rosario casino in Argentina and, in November 2011, we acquired a 33% share in abingo hall in Buenos Aires. We have entered into a 50:50 joint venture with Ladbrokes PLC for sports betting inSpain, which since December 2013, also covers our online gaming activities in Spain, and we have a 50% interestin Majestic Casino in Panama. We are also operating a significant portion of our VLT business in Italy through a50:50 joint venture arrangement. There can be no assurance that the arrangements will be successful and/orachieve their planned objectives. The performance of all such operations in which we do not have a controllinginterest will depend on the financial and strategic support of the other shareholders. Such other shareholders maymake ill-informed or inadequate management decisions, or may fail to supply or be unwilling to supply therequired operational, strategic and financial resources, which could materially adversely affect these operations. Ifany of our strategic partners were to encounter financial difficulties, change their business strategies or no longerbe willing to participate in these strategic partnerships, joint ventures and alliances, our business, financialcondition and results of operations could be materially adversely affected. Moreover, in a number of thesebusinesses, we do not have the power to control the payment of dividends or other distributions, so even if thebusiness is performing well, we may not be able to receive payment of our share of any profits. Finally, there couldbe circumstances in which we may wish or be required to acquire the ownership interests of our partners, andthere can be no assurance that we will have access to the funds necessary to do so, on commercially reasonablyterms or at all. For example, under recent amendments to the Spanish Capital Companies Act (‘‘Real DecretoLegislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital’’)applicable to unlisted companies and entry expected to come into force on January 1, 2015, from the fifth financialyear following registration of a Spanish company in the Commercial Registry, a member voting in favor ofdistribution of profits will be entitled to withdraw ownership if the general meeting does not resolve to distributeat least one third of legally distributable operating corporate profits obtained during the prior financial year. Undersuch circumstances, we might seek or be required to acquire the ownership interests of our partners.

We may experience significant losses with respect to individual events or betting outcomes in our On-Line GamingDivision and the failure to determine accurately the odds at which we will accept bets in relation to any particular eventor any failure of our risk management processes may adversely affect our results.

In our Casino business division, some of our products involve betting where winnings are paid on thebasis of the stake placed and the odds quoted, rather than derived from a pool of stake money received from allcustomers. Such products give rise to either a liability to make a certain payment to a customer, or the retentionby us of the stake placed by such customer. However, as a result of significant winnings or losses event by eventand day by day, our earnings in our business can be volatile and we cannot guarantee positive returns. Inexceptional circumstances, the payout ratio could even exceed 100%. As a result, in the short term, there is lesscertainty of generating a positive result, and we may experience, and have from time to time experienced,significant losses with respect to individual events or betting outcomes. Any significant losses due to a high payoutcould have a material adverse effect on our cash flow and therefore an adverse effect on our business, results ofoperations, and financial condition.

In our Sportium joint venture with Ladbrokes, our odds as bookmaker are determined so as to provide anaverage return to us over a large number of events and therefore, over the long term, to maintain payoutpercentage fairly constant. Notwithstanding this, there is an inherently high level of variation in payout percentageevent by event and day by day. Although Sportium has systems and controls in place that seek to reduce the riskof daily losses occurring due to high payout, there can be no assurance that these will be effective in reducing ourexposure to this risk. There also can be no assurance that errors of judgment or other mistakes will not be made in

23

relation to the compilation of odds or that the systems that Sportium has in place to limit risk will be consistentlysuccessful.

The technological solutions we have in place to block access to our online services by players in certain jurisdictions mayprove inadequate, which may harm our business and expose us to liability.

Historically, the regulation of the gaming industry has been enacted and enforced at national and statelevels and, currently, there is no international gaming regulatory regime. Although we seek to comply with andmonitor the relevant laws and regulations, we are exposed to the risk that jurisdictions from which ouradvertisements may be accessed through the internet may have conflicting laws and regulations (or interpretationsof such laws and regulations) with regard to the legality or appropriate regulatory compliance of our activities.Accordingly, we may be subject to the application of existing or potential laws and regulations, and fees or levies injurisdictions in which our advertisements can be accessed through the internet. Any such laws, regulations, fees orlevies may have an adverse effect on our business, financial condition and results of operations. Our exposure tothis risk will increase with the expected growth of our online operations.

Although the regulatory regime for offline gaming operations is well established in many countries, thegaming laws in such countries may not necessarily have been amended to take account of the internet and theability to offer gaming and services online. As a result, there is uncertainty as to the legality of online gaming in anumber of countries. In the United States, the offer of gaming products and services online is illegal in most states.We have systems and controls in place seeking to ensure that we offer gaming products through the internet toresidents in the countries in which we operate only and that we exclude access to our system from certainjurisdictions (such as the United States). The systems and controls include monitoring and analyzing informationprovided by potential customers’ registered addresses methods and of customers’ payment, specific registrationprocedures (for example, access to our online betting system is permitted only to customers who have completed aregistration process and can provide a valid residence address and a fiscal code of the relevant country), as well asa geo-locator filtering technology that identifies the location of users logging onto our website. In addition, we donot currently accept bets or wagers from customers that we determine are located in the United States.

Despite the adoption of these measures, our procedures may not be effective. A court or othergovernmental authority in any jurisdiction could take the position that our systems and controls are inadequate,either currently or as the result of technological developments affecting the internet, or that our current or pastbusiness practices in relation to such jurisdiction violated applicable law. If any such actions were brought againstus, whether successful or not, we may incur considerable legal and other costs, management’s time and resourcesmay be diverted, and any resulting dispute may damage our reputation and brand image and have an adverseeffect on our business, financial condition and results of operations.

The gaming industry is subject to extensive regulation and licensing requirements, and our business may be adverselyaffected by our inability to comply with these extensive regulation and licensing requirements, regulatory changes andincreases in the taxation of gaming.

Our operations are subject to significant regulation and oversight and require licenses from gamingauthorities and other governmental or regulatory bodies. These regulations, among other things, govern payoutsand wagers for slot machines, the types of gaming tables permitted at casinos and permissible forms of bingo. Inaddition to limiting the scope of our permitted activities, these regulations may limit the number of slot machines,casinos or bingo halls we may operate. Gaming authorities, governments or other regulatory bodies may deny,revoke or suspend our licenses and impose fines or seize our assets if we are found to be in violation of any ofthese regulations. For example, we have been involved in protracted litigation since 2007 with respect to theconduct of our Italian slot network operations with the CdC and AAMS. In 2013, we resolved the CdC litigationby paying a A37.5 million (final settlement payment of A36.0 million plus A1.5 million of interest) and the presidingcourt in the AAMS litigation ruled in our favor rejecting the AAMS claims (which ruling remains subject to appealuntil January 31, 2014). The AAMS recently filed a new claim unrelated to the prior litigation which we are alsocontesting. We also had certain of our casino licenses revoked (or threatened to be revoked) in Panama in 2009,and we were only able to secure the return, reissuance or renewal of the necessary licenses after agreeing to make

24

substantial payments. In Ecuador, as a result of the passage of a referendum to ban gaming activities, wepermanently closed our business in that country in 2012.

We also from time to time experience delays in the renewal of our gaming licenses, which can result inour operating our businesses without valid licenses and could subject us to fines and penalties, including thetemporary or final closure of our facilities. Upon the expiration of a license, a regulatory could decide that in thefuture a given license will be available to multiple licensees, even if the previous license was exclusively granted toonly one licensee. Renewing a license can be costly and time consuming, and our current license may not berenewed upon its expiration on favorable terms or at all. Any failure to renew or obtain any such license couldhave a material adverse effect on our business or results of operations and financial condition. Furthermore, ourlicenses are subject to revocation upon the occurrence of certain events, which are different for each license.Under certain circumstances, a license could be revoked upon a change of control or if determined to be againstthe public interest. For example, our license may be revoked if we fail to pay the applicable fees to the regulatoryauthority or, in certain cases, if we fail to communicate to the regulatory authority certain changes in our corporatestructure. Under several of our licenses the transfer of the ownership of the license agreement is prohibited orrestricted. In addition, under our licenses we are not entitled to compensation for our initial investment or loss ofanticipated profits in case of early termination as a result of a breach of terms.

In addition, changes in existing regulations, including regulations not relating to the gaming industry, suchas anti-money laundering and labor laws, could impair our profitability and restrict our ability to expand ourbusiness. Future increases in national or regional taxation of slot machines, casinos and bingo halls could alsoaffect our profitability. See ‘‘Regulation’’.

Our business may be adversely affected by the implementation of anti-smoking laws.

The implementation of anti-smoking laws in the countries in which we operate may have a significantadverse effect on the number of visitors to our slots arcades and bingo halls, as well as on the length of their visits.Such anti-smoking laws may also require us to make certain investments, in particular to facilitate the access of ourcustomers to smoking areas, or may result in the closure of bars, cafes and restaurants in which our slot machinesare located. For example, the results of our Bingo Division have been adversely impacted by the introduction of ananti-smoking law in Spain in 2006, and we have been required to make significant capital investment in order forour bingo halls to comply with such legislation. As of January 2, 2011, a more stringent anti-smoking law tookeffect in Spain that bans all smoking in many types of establishments, including bars, restaurants and casinos. Thisnew law has had an adverse impact on our revenues and we believe that it will continue to have an adverse impactin the future.

Failure to maintain our on-line gaming licenses or comply with on-line gaming rules and regulations could adverselyaffect our business.

We started to expand our business into on-line internet gaming in Spain and Italy during the third quarterof 2012, after obtaining the necessary permissions and licenses. For example, in 2012, one of our competitors,Codere, challenged the granting of our Spanish on-line gaming licenses, as well as those of thirteen other gamingoperators. While Codere withdrew the action in February 2013, we cannot predict if the challenges made byCodere will be resumed at a later time, and if resumed, whether such challenge will be successful. See‘‘Regulation—Spain—On-line Gaming.’’ Failure to maintain these licences could negatively impact our financialcondition and results of operations. We are working together with third-party advisers and service providers toestablish the necessary systems, controls and procedures to ensure that we are, or will be in compliance withapplicable rules, laws and regulations in our Spanish and Italian operations and have technical systems andcontrols in place which seek to ensure that we do not offer our gaming products and services into certain restrictedjurisdictions. However, the systems, controls and procedures adopted by us may not be sufficient to comply with allapplicable on-line gaming rules, laws and regulations or we may not be able to successfully block users resident incountries which restrict or prohibit on-line gaming or in which we are not licensed to conduct on-line gamingoperations, such as the United States, from accessing our on-line gaming sites. Failure to comply with such rules,laws and regulations or block such users could place us in breach of licenses or key contracts or result in civil,

25

criminal or administrative proceedings, injunctions, fines and penalties and substantial litigation expenses that couldstrain our management resources and may adversely affect our results of operations and financial condition.

Our failure to keep up with technological developments in the on-line gaming market could negatively impact our business,results of operations and financial condition.

The market for on-line gaming products and services is characterized by rapid technologicaldevelopments, frequent new product and service offerings and evolving industry standards. The emerging characterof these products and services and their evolution requires us to use technologies effectively, enhance our currentproducts and services and continue to improve the performance, features and reliability of our technology andinformation systems. In addition, the widespread adoption of new internet technologies or standards could requiresubstantial expenditure to replace, upgrade, modify or adapt our technology and systems, which could negativelyimpact our business, results of operations and financial condition.

There can be no assurance that the technology we are currently using will be successful, or that it will notbe rendered obsolete by new technologies and more advanced systems introduced in the industry. In addition, newtechnology we use may contain design flaws or other defects and require modifications and/or result in a loss ofconfidence in our products and services by our customers. Moreover, we depend on third-party technologyproviders for the development and maintenance of our systems, and any failure to maintain relationships with suchproviders would negatively impact our business, financial condition and results of operations.

Our failure to comply with regulations regarding the use of personal customer data could subject us to lawsuits or resultin the loss of goodwill of our customers.

We process sensitive personal customer data (including name, address, age, bank details and betting andgaming history) as part of our On-Line Gaming division and therefore must comply with strict data protection andprivacy laws in all jurisdictions in which we operate. Such laws restrict our ability to collect and use personalinformation relating to players and potential players including the marketing use of that information. We also relyon third party contractors to maintain our databases and we seek to ensure that procedures are in place to ensurecompliance with the relevant data protection regulations. Notwithstanding such efforts, we are exposed to the riskthat data could be wrongfully appropriated, lost or disclosed, or processed in breach of data protection regulation,by us or on our behalf. If we or any of the third party service providers on which we rely fail to transmit customerinformation on-line in a secure manner, or if any such loss of personal customer data were otherwise to occur, wecould face liability under data protection laws. This could also result in the loss of the goodwill of our existingcustomers and deter new customers from using our services which would have a material adverse effect on ourbusiness, financial condition and results of operations.

Our systems may be vulnerable to hacker intrusion, distributed denial of service attack, malicious viruses and other cybercrime attacks.

As with all on-line gaming and gambling companies, we may be vulnerable to cyber crime attacks whichcould adversely affect our business. Examples include distributed denial of service attacks (attacks designed tocause a network to be unavailable to its intended users) and other forms of cyber crime, such as attempts bycomputer hackers to gain access to our systems and databases for the purposes of manipulating results, which maycause systems failure, business disruption and have a materially adverse effect on our financial condition. While wewill employ prevention measures, such attacks are by their nature technologically sophisticated and may be difficultor impossible to detect and defend. If our prevention measures should fail or be circumvented, our reputation maybe harmed, which in turn could have a material adverse effect on our financial condition.

We may be materially and adversely affected by breaches of security and systems intrusion conducted forthe purpose of stealing personal information of our customers. Any such activity would harm our reputation anddeter current or potential customers from using our services, which could have a material adverse effect on ourfinancial condition.

26

We may not be able to manage growth in our business.

We intend to pursue strategic acquisitions of operational assets in the gaming industry in Spain and LatinAmerica as a part of our business plan and will expand our existing businesses on a selective basis into new gamingproducts and new geographic markets and new divisions. We started to expand our business into internet gaming inSpain and Italy during the third quarter of 2012. Growth can place significant strain on our management resourcesand financial and accounting control systems as it requires that management identify and execute upon appropriateinvestments and subsequently integrate, train and manage increased numbers of employees. Unprofitableinvestments or expansions or an inability to integrate or manage new investments or expansions could adverselyaffect our operating results. More recently, we have made investments in our On-Line Gaming Division and wemay unable to recoup our investment or achieve positive EBITDA within the expected timeframe or at all. Wemay experience cost overruns, delays and operational difficulties with respect to these and other future projects,which could have an adverse effect on our business and results of operation. Likewise, any future acquisitions orexpansions also will involve risks regarding the potential inability to raise the required capital, difficulties inobtaining regulatory approvals and the lack of the necessary experience to enter new markets. We may notsuccessfully overcome problems encountered in connection with potential acquisitions, completed acquisitions orother expansion, and such problems could have a material adverse effect on our operating results.

We are dependent upon our ability to provide secure gaming products and maintain the integrity of our employees in orderto attract customers, and any event damaging our reputation could adversely affect our business.

The real and perceived integrity and security of a gaming operation is critical to attracting gamingcustomers. We strive to set exacting standards of personal integrity for our employees and security for the gamingsystems and devices that we provide to our customers, and our reputation in this regard is an important factor inour business dealings with customers and governmental authorities. For this reason, an allegation or a finding ofimproper conduct on our part, or on the part of one or more of our employees, or an actual or alleged systemsecurity defect or failure, could materially adversely affect our business and financial condition.

We are in a competitive business environment and, as a result, our market share and business position may be adverselyaffected by factors beyond our control.

Each of our divisions faces intense competition from other industry participants.

Slots Division. Due to the fragmentation of the slot machine segment in Spain, we compete with a largenumber of regional and, generally, much smaller slot machine operators. There are, however, several significantcompetitors, including Codere and Orenes. As the market for slot machines is consolidating, we may compete withthese companies to acquire new or existing slot machine sites. This competition is based on providing siteoperators with the best service and most attractive revenue sharing arrangements, and could adversely impact ourstrategy for optimizing our slot machine operations in Spain and reduce our future profit margins. In our othergeographic market, Italy, we compete with a number of other slot and VLT operators, some of which aresubstantially larger than us.

Casinos Division. Although casino owners have had limited direct competition from other casinos due tothe limited number of licensed casinos in Spain and Buenos Aires, we may face competition from other forms ofgaming, such as bingo halls, lotteries and internet gaming. In Spain, the number of casino licenses issued mayincrease and, as a result, there may be an increase in direct competition between casinos. The principal competitivefactors in the industry include the quality and location of the facility, the nature and quality of the amenitiesoffered and the implementation of successful marketing programs. We cannot assure you that new licenses will notbe issued to competitors, thus increasing our competition in that area.

Bingo Division. Although the domestic market in Spain is dominated by a few large companies, wecompete with a large number of regional bingo hall operators. Our principal competitors, each of which issubstantially smaller than us, are Grupo Bingo Reunidos, Grupo Ballesteros, Grupo Rank and Grupo OrenesFranco. In addition, we estimate that independent owners operate several hundred bingo halls throughout the

27

country. In Mexico, we compete with other licensed and unlicensed bingo hall operators. Operators of bingo hallsalso face competition from other forms of gaming.

B2B Division. In the manufacturing of slot machines for Spain, there is a high level of competitionbetween a small number of manufacturers who dominate the Spanish market. We believe that the Spanish slotmachine market is a separate market from the international slot machine market due to consumer preferences andSpanish regulations which impose, among other matters, specific design requirements on slot machines that are notplaced in casinos. In slot machine manufacturing, our main competitors in Spain are Recreativos Franco andSENTE.

Manufacturers of slot machines can be expected to continue to improve the design and performance oftheir slot machines and to introduce new popular games with greater revenue producing potential and morecompetitive prices. From time to time, one or more of our new games may prove unsuccessful, which may erodeour market share and decrease our profitability. Although we have been successful in introducing popular newgames in the past, we cannot assure you that we will continue to produce popular new games in the future.

Technological Change. Constant innovation is particularly important in the manufacture of slot machines,because they have a short commercial life. For instance, we believe that the average commercial life of an installedslot machine is approximately four to five years in Spain. In addition, because of a possible novelty effect wherebycustomers are initially more attracted to new slot machines, initial results from these machines may be higher thanexpected, but may not be sustained throughout the life of the machine. Moreover, existing technology (such asinternet gaming), as well as proposed or as yet undeveloped technologies may become more popular in the futureand render our products less profitable or even obsolete. We cannot assure you that the technology we currentlypossess and the technology we may develop in the future will allow us to continue to innovate and competeeffectively.

Other Factors. We believe that operators in each of the principal Spanish gaming markets (slot machineoperators, casinos and bingo halls) are consolidating into larger diversified gaming companies and that this couldlead to increased competition at the national and international levels. Some competitors, particularly potentialforeign competitors, have greater financial and other resources than we do, especially with respect to a particularregion or gaming activity, and we may not be able to compete successfully with them.

We compete to a limited extent with lotteries (the public gaming market), which comprise national(Loterıa Nacional), regional (Entitat Autonoma de Jocs i Apostes which operates only in Catalonia) and charitablelotteries (ONCE).

Changes in consumer preferences could also harm our business.

Our business is dependent on the appeal of our gaming offering to our customers. Our gaming offeringscompete with various other forms of gaming venues and opportunities. For example, the rapid expansion ofinternet gaming may render our products obsolete or oblige us to incur significant capital expenditures to meetcustomer demand. Changes in consumer preferences and any inability on our part to anticipate and react to suchchanges could result in reduced demand for our offerings and erosion of our competitive and financial position.Gaming competes with other leisure activities as a form of consumer entertainment, and may lose popularity asnew leisure activities arise or as other leisure activities become more popular. The popularity and acceptance ofgaming is also influenced by the prevailing social mores, and changes in social mores could result in reducedacceptance of gaming as a leisure activity. To the extent that the popularity of gaming in traditional gamingestablishments declines as a result of either of these factors, the demand for our gaming offerings may decline andour business may be adversely affected.

28

Our success is dependent on maintaining and enhancing our brand.

Our success is dependent in part on the strength of our brand. We believe that we have along-established, trusted, and widely recognized brand and reputation in the markets in which we operate and thatour brand represents a competitive advantage in the development of our activities. We also believe that, as thegaming industry becomes increasingly competitive, our success will be dependent on maintaining and enhancingour brand strength.

There is no assurance that any of our other marketing initiatives, will be successful. If we are unable tomaintain and enhance the strength of our brand, then our ability to retain and expand our customer base may beimpaired, and our business, results of operations, and financial condition may be adversely affected. If we fail tomaintain and enhance our brand successfully, our business, results of operations, and financial condition may beadversely affected.

We may fail to detect money laundering or fraudulent activities of our customers or third parties.

We are exposed to the risk of money laundering and fraudulent activities by our customers and thirdparties, including collusion between online customers and the use of sophisticated computer programs that playpoker and other skill games automatically in our On-Line Gaming division. In connection with our online bettingactivities, we have implemented internal control systems that monitor unusual transaction volumes or unusualtransaction patterns and screen the personal details of the customer, in order to minimize opportunities for moneylaundering and fraud, but may not always be successful in protecting ourselves and our customers from suchactivities. In addition, we could be targeted by third parties, including criminal organizations, for fraudulentactivities, such as attempts to compromise our system that processes and collects payment information or attemptsto use our betting services to engage in money laundering.

Our distribution network partners are required to abide by applicable laws, including by identifyingcustomers placing bets. Through we have controls in place, we may fail to detect non-compliance with applicablelaws or with our policies by our distribution network partners. To the extent we are not successful in protectingourselves or our customer from money laundering and fraud activities, we could be subject to criminal sanctionsand administrative fines and could directly suffer loss or lose the confidence of our customer base, which couldhave a material adverse effect on our business, results of operations, and financial condition. Failure by us tocomply with such provisions could result in the imposition of criminal sanctions on our directors and/oradministrative and civil fines on us, penalties, revocation of concessions and licenses and operational bans, andtherefore have a material adverse effect on our financial condition and results of operations.

Furthermore, illegal gaming may drain significant portions of gaming volumes away from the regulatedindustry and adversely affect our business. A significant threat for the entire gaming industry arises from illegalactivities such as illegal slot machines and, more generally, all forms of gaming that circumvent public regulation,including offshore gaming. Such illegal activities drain gaming volumes away from the regulated industry. The lossof such volumes could have an adverse effect on our business, results of operations and financial condition.

We are dependent on credit card payment service providers and other financial institutions in our On-Line Gamingdivision to process payments and handle cash generated by our business.

In our On-Line Gaming Division, we currently accept credit and debit card payments from customers.Certain U.S.-based card schemes and card-issuing institutions currently restrict the use of their credit cards foronline gaming transactions. Should all or an additional number of the major card programs or card issuingcompanies stop accepting payment transactions for betting and gaming operations, our business, results ofoperations and financial condition could be adversely affected.

29

Our business is dependent on banks, credit card companies, payment processors and other financialinstitutions, networks and suppliers to enable funds to be paid in and withdrawn by our customers. Each of theseentities depends upon an intricate network to facilitate international and multi-currency fund transfers. Anydisruption in those systems or relationships could have a material adverse effect on our business, results ofoperations and financial condition. As a result, our business, results of operations and financial condition could bematerially adversely affected.

Our results of operations could be adversely affected by a disruption of operations at our manufacturing facilities.

We conduct all of our slot machine manufacturing operations at facilities in Terrassa, Spain. Operations atthese facilities are subject to a variety of risks, including:

• equipment failure;

• failure to comply with applicable regulations, including environmental regulations, and to maintainnecessary permits and approvals;

• labor force shortages or work stoppages; and

• natural disasters.

Besides the revenues that we generate from selling the slot machines that we produce for third parties,our Slots Division purchases many of its products from our B2B Division. A disruption of operations at ourmanufacturing facilities could consequently adversely impact the results of operations of the Slots Division. Anysignificant disruptions in operations resulting from such events or other events may adversely affect our results ofoperations.

We are exposed to the risk of strikes, work stoppages and other industrial actions. We estimate thatapproximately 15% of our employees are members of labor unions. Nevertheless, in the future we may experiencelengthy consultations with labor unions or strikes, work stoppages or other industrial actions. We are subject todifferent national and regional industry-wide collective bargaining agreements in each of the respective sectors inwhich we operate, except for our casinos in Marbella, Valencia, Pucol, La Toja and Buenos Aires, whose employeesare party to collective bargaining agreements directly with us. In addition, we are a party to a collective bargainingagreement with the employees of Universal de Desarollos Electronicos, S.A., a slot machine manufacturingsubsidiary, concerning hours of employment. Although we believe that we have good relations with our employees,strikes called by employees or unions could disrupt our operations. For example, during 2006, 2007 and 2008, theoperations of our Buenos Aires riverboat casinos were adversely impacted by multiple industrial actions involvingthe labor unions that represent employees. Strikes and other industrial actions, as well as the negotiation of newcollective bargaining agreements or salary increases in the future, could disrupt our operations and make it morecostly to operate our facilities, which in turn could have a material adverse effect on our business, financialcondition and results of operations.

We are subject to taxation which is complex and often requires us to make subjective determinations.

We are subject to many different forms of taxation including but not limited to income tax, gaming taxes,value added tax, social security and other payroll related taxes. Tax law and administration is complex and oftenrequires us to make subjective determinations. The tax authorities may not agree with the determinations that aremade by us with respect to the application of tax law. Such disagreements could result in lengthy legal disputesand, ultimately, in the payment of substantial amounts for tax, interest and penalties, which could have a materialeffect on our results of operations.

30

Our founder, principal shareholder and chairman, Manuel Lao Hernandez, has a significant influence on our businessprospects and has participations in competing business interests.

We depend significantly on Manuel Lao Hernandez to develop our existing businesses and to find newcorporate opportunities. The loss of his services could adversely affect our business prospects. Manuel LaoHernandez is also the chairman of our board of directors. He has the power to elect the members of Cirsa’s boardof directors, who in turn appoint managing directors who are responsible for the management of our day-to-dayactivities. Currently, the other directors on our board of directors are the son and daughter of Manuel LaoHernandez. He has significant influence on all matters to be decided by a vote of shareholders, includingresolutions relating to corporate reorganizations, mergers, certain amendments to our articles of association andby-laws, the payment of dividends and the remuneration of the members of our board of directors.

Manuel Lao Hernandez and his immediate family own 100% of Nortia and by extension its wholly ownedsubsidiary Opesa International S.A. (‘‘Opesa’’). Nortia is one of our significant shareholders, with which wemaintain intercompany loan arrangements and from which we lease a number of our properties, including ourcorporate headquarters. We provide management, financial and other corporate services to Nortia and some of itssubsidiaries, including Opesa. Opesa holds controlling and non-controlling stakes in other slot machine operators inSpain. These slot machine operators, which are managed by third parties, collectively represent significantcompetition to our Slots Division.

We have in the past engaged, and expect in the future to engage, in transactions with affiliates of ManuelLao Hernandez, many of which may not have been, and may not be in the future, on an arm’s length basis. See‘‘Certain Relationships and Related Party Transactions.’’

Certain countries in which we operate have been subject to significant security issues in the past several years, and if suchissues continue or worsen, our operations could be materially adversely affected.

Certain countries in which we operate have been subject to significant security issues in the past severalyears, and if such issues continue or worsen, our operations and proposed expansion plans in such countries couldbe materially adversely affected. For example, in the past several years, Mexico has experienced increased criminalviolence, primarily due to the activities of organized crime. High crime rates and violence resulting from organizedcrime are particularly acute in several areas of Mexico in which we operate. The gaming hall of an illegal bingohall operator in Monterrey, Mexico, was the subject of organized-crime-related arson. This event negativelyaffected our operations in Mexico through reduced attendance at our gaming halls as well as through thetemporary closure of certain other halls as a result of widespread government inspections. In response to the surgein criminal activity, the Mexican government has implemented various security measures and strengthened itsmilitary and police forces. Despite these efforts, crime rates remain high. Similarly, any increase in criminalviolence in other countries in which we operate could have a material adverse effect on our operations.

Terrorist attacks and other acts of violence or war may affect our business and results of operations.

Terrorist attacks and other acts of violence or war may negatively affect our business and results ofoperations. There can be no assurance that there will not be terrorist attacks or armed conflicts that may directlyimpact us, our customers or partners. Any of these occurrences could cause a significant disruption in our businessand could adversely affect our results of operations.

Negative perceptions and negative publicity surrounding the gaming industry could damage our reputation or lead toincreased regulation or taxation, which could adversely affect our business.

The gaming industry is exposed to negative publicity and attention generated by a variety of sources,including citizen’s groups, non-governmental organizations, media sources, local authorities, and other groups andinstitutions. In particular, in recent years, public attention has been drawn to findings or allegations ofunderground betting and gaming, participation or alleged participation in gaming activities by minors, the location

31

and concentration of gaming machines, risks related to social ills such as addiction to gaming and risks related todata protection and payment security in connection with online gaming. In addition, publicity regarding socialissues related to the gaming industry, even if not directly connected to us and our businesses, could adverselyimpact our business, financial condition and results of operations. If the perception develops that the gamingindustry is failing to address such concerns adequately, the resulting political pressure may result in the gamingindustry becoming subject to increased regulation or taxation. For example, a number of local authorities in Italyhave recently issued orders and enacted regulations that purport to place further restrictions on where slotmachines can be located. Such increases in regulation or taxation could adversely impact our reputation, business,results of operations and financial condition.

Risks relating to the offered notes and this offering

Our substantial debt and debt service obligations could adversely affect our business, financial condition and results ofoperations.

We have substantial debt and debt service obligations. As of September 30, 2013, after giving pro formaeffect to the offering and the application of the estimated proceeds thereof, we would have had A1,076.4 million oftotal debt, including the offered notes. Our level of debt has increased significantly over the last several years. Oursubstantial debt could have important consequences to you, including, but not limited to:

• making it more difficult for us to satisfy our debt obligations, including the offered notes;

• increasing our vulnerability to a downturn in our business or economic and industry conditions;

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures,business opportunities and other corporate requirements;

• requiring the dedication of a substantial portion of our cash flow from operations to the payment ofprincipal of, and interest on, our indebtedness, which means that this cash flow will not be availableto fund our operations, product research and development efforts, capital expenditures or othercorporate purposes; and

• limiting our flexibility in planning for, or reacting to, changes in our business, the competitiveenvironment and the industry.

We may incur substantial additional debt in the future which could be senior to the offered notes or theGuarantees, could be secured or could mature prior to the offered notes. The terms of the indenture for theoffered notes limit our ability to incur additional debt, but do not prohibit us from doing so. The incurrence ofadditional debt would increase the leverage related risks described in this listing circular.

We require a significant amount of cash to service our debt and for other general corporate purposes. Our ability togenerate sufficient cash depends on many factors beyond our control.

Our ability to make payments on our debt, and to fund working capital, product development,international operations and capital expenditures, will depend on our future operating performance and ability togenerate sufficient cash. This depends, to some extent, on general economic, financial, competitive, market,regulatory and other factors, many of which are beyond our control, as well as the other factors discussed in these‘‘Risk Factors’’ and elsewhere in this listing circular.

Our business may not generate sufficient cash flows from operations and additional debt and equityfinancing may not be available to us in an amount sufficient to enable us to pay our debts when due, including thenotes, or to fund our other liquidity needs. For a discussion of our cash flows and liquidity, see the section in thislisting circular entitled ‘‘Operating and Financial Review and Prospects.’’

32

If our future cash flows from operations and other capital resources are insufficient to pay our obligationsas they mature or to fund our liquidity needs, we may be forced to:

• reduce or delay our business activities, research and development and capital expenditures;

• sell assets;

• obtain additional debt or equity financing; or

• restructure or refinance all or a portion of our debt, including the notes, on or before maturity.

We may not be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, ifat all. In addition, the terms of our debt, including the notes, limit, and any future debt that we may incur, maylimit our ability to pursue any of these alternatives.

In addition, the availability and the terms of external financing have been affected by the credit crisis thatstarted in the summer of 2007. This could adversely impact our ability to service or refinance our debt, includingthe notes, and to fund our other liquidity needs. In Spain, this condition has been exacerbated during 2010 and2011 and has deteriorated further in 2012 and 2013. Spain’s public debt has been downgraded by rating agencieson a number of occasions since 2010. In addition, recent negative developments with respect to Eurozone financialmarkets, including the Greek financial crisis, have resulted in higher costs of bank financing in Spain and Italy.

We are subject to significant restrictive debt covenants, which limit our operating flexibility.

The indenture for the notes and the agreements governing some of our other indebtedness containcovenants which impose significant restrictions on the way we and our subsidiaries can operate, includingrestrictions on our and our subsidiaries’ ability to:

• incur additional indebtedness;

• pay dividends or make other distributions;

• make certain other restricted payments and investments;

• create liens;

• enter into any agreement that would limit the ability of Cirsa’s subsidiaries to pay dividends or makeother payments to Cirsa;

• transfer or sell assets;

• enter into transactions with affiliates;

• enter into sale-leaseback transactions; and

• merge or consolidate with other entities.

These covenants could limit our ability to finance our future operations and capital needs and our abilityto pursue acquisitions and other business activities that may be in our interest.

The indenture for the notes permits us to incur future debt that may have substantially the same or morerestrictive covenants. A senior credit facility may require us to maintain specified financial ratios and satisfyspecified financial tests and to observe covenants that are more restrictive than the covenants under the indenture

33

for the notes. Our ability to meet these financial ratios and tests may be affected by events beyond our controland, as a result, we may not be able to meet these ratios and tests. In the event of a default under such seniorcredit facility, the lenders could terminate their commitments and declare all amounts owed to them to be due andpayable. Borrowings under other debt instruments that contain cross acceleration or cross default provisions,including the notes, may as a result also be accelerated and become due and payable. We may be unable to paythese debts in such circumstances.

The Issuer of the offered notes is a finance subsidiary that has no revenue generating operations of its own and dependson cash received under its funding loans in order to be able to make payments on the offered notes.

Cirsa Funding is a finance subsidiary that was formed by Cirsa in order to offer and issue debt securities.The Issuer conducts no business operations of its own, and has not engaged in, and will not be permitted toengage in, any activities other than the issuance of the notes and certain other indebtedness, the lending of thegross proceeds from such issuances to Cirsa, which is the borrower under the funding loans, and the servicing of itsobligations under the offered notes and any such other indebtedness. The Issuer has no subsidiaries, and its onlymaterial asset and only source of revenue is its right to receive payments from Cirsa. The ability of Cirsa Fundingto make payments on the offered notes is therefore entirely dependent on the cash flows received under itsfunding loans. If the payments under such funding loans are not made by Cirsa, for whatever reason, the Issuerdoes not expect to have any other sources of funds available to it that would permit it to make payments on theoffered notes. In such circumstances, holders of the offered notes would have to rely upon claims for paymentunder the Guarantees, and payment under the Guarantees is subject to the risks and limitations described in‘‘—Fraudulent conveyance laws and other limitations on the enforceability and the amount of the Guarantees mayadversely effect the validity and enforceability of the Guarantees.’’

Cirsa is a holding company and is dependent on payments from its subsidiaries in order to be able to make paymentsunder the funding loans.

Cirsa is the sole obligor under the funding loans in respect of the offered notes from Cirsa Funding.However, Cirsa is a holding company that conducts substantially all of its operations through first-tier holdingcompanies and their respective operating subsidiaries. Cirsa will therefore be dependent upon the cash flow fromits subsidiaries and the receipt of funds from them in the form of dividends, intercompany loans or otherwise tomake payments on the funding loan. Cirsa’s operating subsidiaries may not generate cash flow sufficient to enableCirsa to meet its payment obligations under the funding loan.

In addition, Cirsa’s subsidiaries may be restricted from providing funds to Cirsa and the Issuer of thenotes under some circumstances. These circumstances include:

• restrictions under Spanish corporate law which require, among other things, each of Cirsa’s Spanishsubsidiaries to retain at least 10% of annual net income in a legal reserve until the reserve reaches atleast 20% of such company’s share capital and that, after payment of any dividend, shareholders’equity must exceed such company’s share capital;

• restrictions under Argentine corporate law which require a corporation to retain at least 5% of itsannual net income in a legal reserve until the reserve reaches at least 20% of the company’s sharecapital and similar restrictions under other applicable laws;

• restrictions under Italian corporate law which require a company to retain at least 5% of its annualunconsolidated net income to legal reserve until the reserve reaches at least 20% of the aggregatenominal value of the company’s share capital;

• restrictions under foreign exchange laws and regulations that could limit or tax the remittance ofdividends or transfer payments abroad; and

34

• existing and future contractual restrictions, including restrictions in credit facilities and otherindebtedness, that affect the ability of Cirsa’s subsidiaries to pay dividends or make other paymentsto Cirsa or the issuers in the future.

Moreover, a significant portion of our total assets represent interests in companies that are not 100%controlled subsidiaries. The ability of Cirsa to receive funds from these companies may be limited by, in additionto the foregoing circumstances, shareholders’ agreements with the other investors in those companies, borrowingarrangements at those companies and the need of those companies to reinvest their cash flow in their operations.

Although the indenture for the notes limits the ability of Cirsa’s restricted subsidiaries to enter intoconsensual restrictions on their ability to pay dividends and make payments, there are significant qualifications andexceptions to these limitations.

Cirsa Funding may not be able to recover any amounts under its funding loans because its right to receive paymentsunder such funding loans is subordinated to all third party liabilities of Cirsa.

Under Spanish insolvency law, each of the funding loans between the Issuer of the notes and Cirsa will beclassified as subordinated claims of Cirsa, meaning that in an insolvency proceeding they would be subordinated tothe preferential and ordinary claims of Cirsa.

Not all of our subsidiaries have guaranteed, or will guarantee, the notes, and any claim by us or any ofour creditors, including the holders of the notes, against such non-guarantor subsidiaries will be structurallysubordinated to all of the claims of creditors of those non-guarantor subsidiaries.

Not all of our existing and future subsidiaries have guaranteed, or will guarantee, the notes. In particular,none of the subsidiaries in our Latin American businesses (other than Gaming & Services de Panama, S.A.) willguarantee the notes. The indenture for the notes does not limit the transfer of assets to, or the making ofinvestments in, any of our restricted subsidiaries, including our non-guarantor subsidiaries. Accordingly,non-guarantor subsidiaries could account for a higher portion of our assets, liabilities, net sales and net income inthe future.

In the event that any of our non-guarantor subsidiaries becomes insolvent, liquidates, reorganizes,dissolves or otherwise winds up, the assets of those non-guarantor subsidiaries will be used first to satisfy theclaims of its creditors, including its trade creditors, banks and other lenders. Consequently, any claim by us or ourcreditors, including holders of the notes, against a non-guarantor subsidiary will be structurally subordinated to allof the claims of the creditors of such non-guarantor subsidiary.

You may not be able to recover any amounts under the Guarantees due to subordination provisions and releases.

Under the terms of the intercreditor agreement, the proceeds from enforcement actions under theRevolving Credit Facility and the notes and Guarantees will be applied first to repay amounts due under theRevolving Credit Facility. See ‘‘Description of Certain Indebtedness—Intercreditor Agreement.’’ In the event of anenforcement action under the Revolving Credit Facility, certain of the Guarantees may be released. If you (or thetrustee on your behalf) receive any proceeds of an enforcement action prior to the satisfaction of the claims ofthose that are superior or ratable with those of the notes or Guarantees, you (or the trustee on your behalf) willbe required to turn over such proceeds until superior claims, such as the obligations under the Revolving CreditFacility, are satisfied and until ratable claims are equally satisfied. Hence, you will recover less from the proceedsof an enforcement action than you otherwise would have. As a result of these and other provisions in theintercreditor agreement, you may not be able to recover any amounts under the Guarantees in the event of adefault on the offered notes.

35

Fraudulent conveyance laws and other limitations on the enforceability and the amount of the Guarantees may adverselyaffect the validity and enforceability of the Guarantees.

Cirsa and the other Guarantors have guaranteed the payment of the notes. The notes, the Guaranteesand the funding loan may be subject to claims that they should be limited, subordinated or voided in favor of ourexisting and future creditors under Luxembourg, New York, Spanish, Panamanian or Italian law.

Although laws differ among various jurisdictions, in general, under fraudulent conveyance laws, a courtcould subordinate or void any Guarantee if it found that:

• the Guarantee was incurred with actual intent to hinder, delay or defraud creditors or shareholdersof the Guarantor;

• the Guarantor did not receive fair consideration or reasonably equivalent value for the Guarantee,and the Guarantor:

• was insolvent or was rendered insolvent because of the Guarantee;

• was undercapitalized or became undercapitalized because of the Guarantee;

• intended to incur, or believed that it would incur, debts beyond its ability to pay at maturity; or

• the Guarantee was not in the best interests or for the corporate benefit of the Guarantor.

The measure of insolvency for purposes of fraudulent conveyance laws varies depending on the lawapplied. Generally, however, a Guarantor would be considered insolvent if it could not pay its debts as theybecame due. If a court decided that any Guarantee was a fraudulent conveyance and voided such Guarantee, orheld it unenforceable for any other reason, you would cease to have any claim in respect of the Guarantor andwould be a creditor solely of the Issuer and the remaining Guarantors.

Under Italian law, granting of a guarantee is subject to compliance with the rules on corporate benefitand corporate authorization. If a guarantee is being provided in the context of an acquisition, group reorganizationor restructuring, financial assistance issues may also be triggered.

Under the Indenture, the notes are guaranteed by Cirsa Italia S.p.A. for a maximum amount ofA59.6 million. The maximum amount guaranteed under the Guarantee issued by Cirsa Italia S.p.A. might besubject to reduction in order to comply with the Italian law corporate benefit provisions. As a result of theone-time settlement payment to the Italian CdC made by it on November 15, 2013, the net assets (patrimonionetto) of Cirsa Italia S.p.A. decreased from A47,635,648 (as of December 31, 2012) to A16,452,769 as ofNovember 30, 2013.

An Italian company granting a guarantee must receive a real and adequate benefit in exchange for theguarantee. Whilst corporate benefit for a downstream guarantee (i.e., a guarantee granted to secure financialobligations of direct or indirect subsidiaries of the relevant guarantor) is usually self-evident, the validity andeffectiveness of an up-stream or cross-stream guarantor (i.e., a guarantee granted to secure financial obligations ofthe direct or indirect parent or sister companies of the relevant guarantor) granted by an entity organized underthe laws of Italy depend on the existence of a real and adequate benefit in exchange for the granted guarantee.The concept of real and adequate benefit is not defined in the applicable legislation and is determined on acase-by-case basis. In particular, in case of upstream and cross-stream guarantee for the financial obligations ofgroup companies, examples may include financial consideration in the form of access to cash flows throughintercompany loans from other members of the group. The general rule is that the risk assumed by an Italianguarantor must not be disproportionate to the direct or indirect economic benefit to it.

36

Absence of a real and adequate benefit could render the guarantee provided by an Italian company ultravires and potentially affected by conflict of interest. Thus, civil liabilities may be imposed on the directors of theItalian guarantor if it is assessed that they did not act in the best interest of the company and that the acts theycarried out do not fall within the corporate purpose of the company. The lack of corporate benefit could alsoresult in the imposition of civil liabilities on those companies or persons ultimately exercising control over theItalian guarantor or having knowingly received an advantage or profit from such improper control. Moreover, theguarantee granted by an Italian company could be declared null and void if the lack of corporate benefit wasknown or presumed to be known by the third party and such third party acted intentionally against the interest ofthe Italian company.

As to corporate authorizations, the granting of guarantees by an Italian company must be permitted bythe by-laws (statuto) of the Italian company. Finally, as to the financial assistance aspects, the granting of aguarantee by an Italian company cannot include any liability which would result in unlawful financial assistancewithin the meaning of Article 2358 or 2474, as the case may be, of the Italian Civil Code pursuant to which,subject to specific exceptions, it is unlawful for a company to give financial assistance (whether by means of loans,security, guarantees or otherwise) to support the acquisition or subscription by a third party of its own shares orquotas or those of any entity that (directly or indirectly) controls the Italian company. Financial assistance forrefinancing indebtedness originally incurred for the purchase or subscription of its own shares or quotas or thoseof its direct or indirect parent company would also be a violation.

Spanish and other applicable insolvency laws may not be as favorable to you as U.S. bankruptcy laws.

Cirsa and the other Guarantors are organized under the laws of Spain, Italy and Panama and the Issuer isincorporated in Luxembourg. All of Cirsa’s other subsidiaries are incorporated in jurisdictions other than theUnited States. The insolvency laws of Spain and some of these other jurisdictions may not be as favorable toholders of the notes as the laws of the United States or some other jurisdictions.

The following is a brief description of certain aspects of insolvency law in Spain, Italy, Panama andLuxembourg. In the event that any one or more of the Issuer, Cirsa, the other Guarantors or any other of Cirsa’ssubsidiaries experienced financial difficulty, it is not possible to know with certainty in which jurisdiction orjurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings.

Spanish Insolvency Law. Under Spanish insolvency law, your ability to receive payment on the notes maybe more limited than would be the case under U.S. bankruptcy laws.

The Spanish insolvency law (Law 22/2003), as further amended, regulates court insolvency proceedings, asopposed to out-of-court liquidation, which is only available when the debtor has sufficient assets to meet itsliabilities.

The insolvency proceedings, which are called ‘‘concurso de acreedores,’’ are applicable to all persons orentities. These proceedings may lead either to the restructuring and continuation of the business or to theliquidation of the assets of the debtor.

A debtor is entitled to apply for insolvency proceedings when it is in an insolvency situation, meaning thatit is not able to meet its current obligations or when it expects that it will shortly be unable to do so. In this sense,insolvency proceedings are available as a type of legal protection that the debtor may request in order to avoid theattachment of its assets by its creditors. A debtor (or, in the case of a company, its directors) is legally obliged tofile for insolvency proceedings within a period of two months, when it becomes insolvent, i.e., when it fails to meetits current outstanding obligations on a regular basis.

The insolvency order contains an express request for the creditors to declare debts owed to them, withina one-month period, providing original documentation to justify such debts. Based on the documentation provided

37

by the creditors and documentation held by the debtor, the court receivers draw up a list of acknowledgedcreditors and classify them according to the categories established under law:

• Claims benefiting from special privileges, representing security on certain assets (basically in remsecurities). These privileges may entail separate proceedings, though subject to certain restrictionsderived from a waiting period that may last up to one year. Privileged creditors are not subject to therestructuring arrangement, except if they give their express support by voting in favor of therestructuring arrangement. In the event of liquidation, they are the first to collect payment againstthe assets on which they are secured.

• Claims benefiting from general privileges, including among others labor and public debts. Publicdebts, other than those corresponding to tax withholdings and certain social security obligations, anddebts held by the creditor taking the first initiative to apply for the corresponding insolvencyproceedings, are recognized for half their amount. The holders of general privileges are not to beaffected by the restructuring provided for the insolvency proceedings if they do not agree to therestructuring arrangement and, in the event of liquidation, they are entitled to collect payment beforeordinary and subordinated creditors, in the order established under law.

• Ordinary claims (non-subordinated and non-privileged creditors) such as ordinary commercialsuppliers of the company. They will be paid on a pro rata basis.

• Subordinated claims (thus classified by virtue of an agreement or pursuant to law). Subordinatedclaims include, among others, those credits held by parties in special relationships with the debtor: inthe case of an individual, his/her relatives; in the case of a legal entity, the administrators, groupcompanies and any shareholders holding more than 5% (for companies which have issued securitieslisted on an official secondary market) or 10% (for companies which have not issued securities listedin an official secondary market) of the share capital. Subordinated creditors are second levelcreditors; they may not vote on an arrangement and have very limited chances of collection,according to the ranking established by law. Under Spanish insolvency law, the funding loan betweenCirsa and the Issuer will be treated as subordinated claim.

• Claims against the estate of the debtor. These include any claims of the debtor accrued after ajudicial decision declaring the insolvency proceeding (e.g. those entered into order to continue thebusiness) as well as other claims prescribed by law, such as claim of salaries (including salariesaccruing during the last 30 days before the insolvency proceeding are initiated and in an amount notexceeding two times the minimum professional salary) and judicial costs and expenses caused by theinsolvency proceeding. These claims are immediately payable or payable when accrued, although theinsolvency law authorizes the court receivers to alter such rule postponing payment of some of suchclaims when it is presumed that all claims against the estate will be paid and they deemed such delayconvenient to the interest of the insolvency proceeding.

As a general rule, insolvency proceedings are not compatible with other enforcement proceedings.

When compatible, in order to protect the interests of the debtor and creditors, the law extends thejurisdiction of the court dealing with insolvency proceedings, which is, then, legally authorized to handle anyenforcement proceedings or interim measures affecting the debtor’s assets (whether based upon civil, labor oradministrative law).

There is no claw-back date. Therefore, there are no prior transactions that automatically become void asa result of initiation of the insolvency proceedings. The court receivers may only challenge those transactions thatcould be deemed as detrimental or having ‘‘damaged’’ the insolvency estate, provided that they have taken placewithin two years prior to the declaration of insolvency (transactions taking place earlier than two years beforeinsolvency has been declared may be rescinded subject to ordinary civil code based actions). Those transactionsthat are classified as ‘‘ordinary’’ transactions, according to the business of the debtor, are not subject to challenge.

38

‘‘Damage’’ does not refer to the intention of the parties, but to the consequences of the transaction on the debtor’sinterests. In any case, the law refers to transactions that are somehow exceptional: damage exists (as anon-rebuttable presumption) in case of donations and early payment of obligations maturing after the insolvencydeclaration and damage is deemed to exist (as a rebuttable presumption) in case of transactions entered into withspecial related persons and when rights in rem have been created in order to protect already existing (non-secured)obligations; in the remaining cases, damage would have to be proved.

Italian Insolvency Law. In Italy, the courts play a central role in the insolvency process. Moreover, theenforcement of security interests by creditors in Italy can be time consuming.

The two primary aims of Royal Decree No. 267 of March 16, 1942 (the main Italian bankruptcylegislation), as reformed and currently in force (the ‘‘Italian Bankruptcy Law’’), are to maintain employment and toliquidate the debtor’s assets for the satisfaction of creditors’ claims. These competing aims have often beenbalanced by selling businesses as going concerns and ensuring that employees are transferred along with thebusinesses being sold.

Under the Italian Bankruptcy Law, bankruptcy must be declared by a court, based on the insolvency(insolvenza) of a company. Insolvency occurs when a debtor is no longer able to regularly meet its obligations asthey become due. This must be a permanent, and not a temporary, status in order for a court to hold that acompany is insolvent.

The following forms of debt restructuring and bankruptcy are available under Italian law for companies ina state of crisis and for insolvent companies:

• Restructuring outside of judicial process (concordato stragiudiziale).

It is preferable to deal with the insolvency of a company in the context of an in-court insolvencyproceeding because informal arrangements put in place to effect an out-of-court restructuring are susceptible tobeing reviewed by a court in the event of a subsequent insolvency, and possibly challenged as voidable transactions.However, in cases where a company is in distress, it may be possible for it to enter into an out-of-courtarrangement with its creditors, which may safeguard the existence of the company.

• Out of court reorganization plans (piani di risanamento) pursuant to Article 67, Paragraph 3(d) of theItalian Bankruptcy Law.

Out-of-court debt restructuring agreements are based on reorganization plans (piani di risanamentoattestati) prepared by companies, usually with the assistance of third party advisors, in order to restructure theirindebtedness and to ensure the restoration of their financial condition. An independent expert appointed by thedebtor has to verify the feasibility of the reorganization plan and the truthfulness of the business data provided bythe company.

• Debt restructuring agreements with creditors (accordi di ristrutturazione dei debiti) pursuant toArticle 182-bis of the Italian Bankruptcy Law.

Out-of-court agreements for the purpose of restructuring of indebtedness of a company which are enteredinto by the company with those of its creditors to which at least 60% of the company’s outstanding debts are owedcan be ratified by the court. An expert appointed by the debtor must assess the truthfulness of the business dataprovided by the company and declare that the agreement is feasible and, particularly, that it ensures that the debts ofthe non-participating creditors can be fully satisfied within the following time frames: (i) 120 days from the date ofratification of the agreement by the court, in the case of debts which are due and payable to the non-participatingcreditors as at the date of the ratification of the agreement by the court; and (ii) 120 days from the date on whichthe relevant debts fall due, in case of receivables which are not due and payable to the non-participating creditors asat the date of the ratification of the agreement by the court. Only a debtor who is insolvent or in a state of crisis can

39

initiate this process and request the court’s ratification (omologazione) of the debt restructuring agreement enteredinto with its creditors.

The debt restructuring agreement may also contain a proposed tax settlement for the partial or deferredpayment of certain taxes.

Creditors and other interested parties may oppose the agreement within 30 days from the publication ofthe agreement in the companies’ register. The court will, after having settled the oppositions (if any), validate theagreement by issuing a decree, which may be appealed within 15 days of its publication.

Pursuant to the new Article 182 quinquies of the Bankruptcy law, the Court may authorize the debtor toincur in new indebtedness deductible, provided that the expert appointed by the debtor declares the aim of thenew financial indebtedness results in a better satisfaction of the creditors, and to pay debts deriving from thesupply of services or goods, already payable and due, provided that the expert declares that such payment isessential for the keeping of company’s activities.

• Court supervised pre-bankruptcy composition with creditors (concordato preventivo).

A company which is insolvent or in a situation of crisis, but has not been declared insolvent by the court,has the option to make a composition proposal to its creditors, under court supervision, in order to compose itsoverall indebtedness and/or reorganize its business, thereby avoiding a declaration of insolvency and the initiationof bankruptcy proceedings. Such composition proposal can be made by a commercial enterprise which meets therequirements to be declared bankrupt (fallimento) (i.e. has had assets (attivo patrimoniale) in an aggregate amountexceeding A0.3 million for the three preceding fiscal years, gross revenue (ricavi lordi) in an aggregate amountexceeding A0.2 million for the three preceding fiscal years, and has total indebtedness in excess of A0.5 million).The debtor company (which has the sole power to do so) can then file a petition with the court for a concordatopreventivo (attaching, among others, the composition proposal and a report prepared by an independent expertappointed by the debtor assessing the feasibility of the composition proposal and the truthfulness of the businessdata provided by the company), which from the date published in the companies register, stays enforcement andinterim relief actions by the creditors (whose debt became due before the sanctioning of the concordato preventivoby the court) are stayed. During this time, pre-existing creditors cannot obtain security interests (unless authorisedby the court) and mortgages registered within the 90 days preceding the date on which the petition for theconcordato preventivo is published in the companies’ register are ineffective against such pre-existing creditors.

The composition proposal filed in connection with the petition may provide for: (i) the restructuring ofdebts and the satisfaction of creditors’ claims (including through extraordinary transactions, such as the granting tocreditors and to their subsidiaries or affiliated companies of shares, bonds (including bonds convertible intoshares), or other financial instruments and debt securities); (ii) the transfer to a receiver (assuntore) of theoperations of the debtor company making the composition proposal; and (iii) the division of creditors into classes(according to their similar legal standing and economic interests) and providing for different treatment of creditorsbelonging to different classes. The composition proposal may also contain a proposed tax settlement for the partialor deferred payment of certain taxes.

The filing of the petition for the concordato preventivo may be preceded by the filing of a preliminarypetition for a concordato preventivo. The debtor company may file such petition along with its financial statementsfrom the latest three financial years and a list of its creditors pointing out the relevant credit amounts in order toask the court to set a deadline for the filing of the petition for the concordato preventivo (along with all relevantdocumentation, as outlined above). The court may then set a deadline of between 60 and 120 days from the dateof the filing of the preliminary petition, subject to one possible further extension of up to 60 days, where there arereasonable grounds for such extension. Furthermore, in its decree setting the terms for the presentation of thedocumentation, the court may also appoint the judicial commissioner (commissario guidiziale). In advance of suchdeadline, the debtor may also file a petition for the approval of a debt restructuring agreement (pursuant toArticle 182-bis of the Italian Bankruptcy Law).

40

The petition may propose that (i) the debtor’s company’s business continues to be run by the debtor’scompany as a going concern; or (ii) the business is transferred to one or more companies and any assets which areno longer necessary to run the business are liquidated. In both cases, the petition for the concordato preventivoshould fully describe the costs and revenues which are expected as a consequence of the continuation of thebusiness as a going concern, as well as the financial resources and support which will be necessary. The report ofthe independent expert shall also certify that the continuation of the business is conducive to the satisfaction ofcreditors’ claims to a greater extent than if such composition proposal was not implemented.

If the court determines that the composition proposal is admissible, it appoints a judge (giudice delegato)to supervise the procedure, appoints one or more judicial officers (commissari giudiziali) and calls a creditor’smeeting. During the implementation of the proposal, the company generally continues to be managed by its boardof directors, but is supervised by the appointed judicial officers and judge.

The implementation of the concordato preventivo is voted on at a creditors’ meeting and must beapproved by the majority (by value of claims) of the creditors entitled to vote and, where there are differentclasses of creditors, by the majority of classes. Creditors who have not voted will be deemed to approve theconcordato preventivo proposal if they fail to notify their objection via telegraph, fax, mail or e-mail to suchproposal within 20 days from the relevant meeting. Secured creditors are not entitled to vote on the proposal ofconcordato preventivo unless and to the extent they waive their security, or the concordato preventivo provides thatthey will not receive full satisfaction of the fair market value of their secured assets (such value being assessed byan independent expert), in which case they can vote only in respect of the part of their debt affected by theproposal. If an objection to the implementation of the concordato preventivo is filed by a dissenting class or, in thecase the proposal does not provide for more classes of creditors, a number of dissenting creditors representing20% of the credits admitted to vote, the court may nevertheless sanction the concordato preventivo if it deems thatthe relevant creditors’ claims are likely to be satisfied to a greater extent as a result of the concordato preventivothan would otherwise be the case.

After the approval by the creditors’ meeting, the court (having settled possible objections raised by thedissenting creditors, if any) confirms the concordato preventivo proposal by issuing a confirmation order.

If the creditors’ meeting does not approve the concordato preventivo, the court may, upon request of thepublic prosecutor or a creditor, and having decided that the appropriate conditions apply, declare the companybankrupt.

• Bankruptcy (fallimento).

A request to declare a debtor company bankrupt and to commence a bankruptcy proceeding (fallimento)and the judicial liquidation of the debtor company’s assets can be filed by the debtor company itself, any of itscreditors and, in certain cases, by the public prosecutor. The bankruptcy is declared by the competent bankruptcycourt. The Italian Bankruptcy Law is applicable only to commercial enterprises (imprenditori commerciali) if certainthresholds are met (i.e. the company has had assets (attivo patrimoniale) in an aggregate amount exceedingA0.3 million for the last three fiscal years, gross revenue (ricavi lordi) in an aggregate amount exceedingA0.2 million for the last three fiscal years and has total indebtedness in excess of A0.5 million).

On the commencement of bankruptcy proceedings:

• all actions of creditors are stayed and creditors must file any claims for their debts within aprescribed period. However, in certain circumstances and subject to certain procedures, some securityinterests can continue to be enforced, i.e. secured claims are paid out of the proceeds of liquidationof the secured assets, along with the applicable interest and subject to any relevant expenses. Anyoutstanding balance will be considered unsecured and will rank pari passu with all of the bankrupt’sother unsecured debt;

41

• the administration of the debtor company and the management of its assets pass from the debtorcompany to the bankruptcy receiver (curatore fallimentare); and

• any act of the debtor company done after a declaration of bankruptcy (including payments made) isineffective against the creditors. Although the general rule is that the bankruptcy receiver is allowedto either continue or terminate contracts where some or all of the obligations have not beenperformed by both parties, certain contracts are subject to specific rules expressly provided for byItalian Bankruptcy Law.

The bankruptcy proceedings are carried out and supervised by a court-appointed bankruptcy receiver, adeputy judge (giudice delegato) and a creditors’ committee. The bankruptcy receiver is not a representative of anyone of the creditors, but is responsible for the liquidation of the assets of the debtor for the satisfaction of thecreditors as a whole. The proceeds from the liquidation are distributed in accordance with statutory priority. Theliquidation of a debtor can take a considerable amount of time, particularly in cases where the debtor’s assetsinclude real property. The Italian Bankruptcy Law provides for a priority of payment to certain preferentialcreditors, including employees, the Italian treasury, and judicial and social authorities.

• Bankruptcy composition with creditors (concordato fallimentare).

A bankruptcy proceeding can terminate prior to liquidation through a bankruptcy composition proposalwith creditors. The proposal can be filed, by one or more creditors or third parties, from the declaration ofbankruptcy. By contrast, the debtor or its subsidiaries are only permitted to file such proposal after one year, butwithin two years following a declaration of bankruptcy. Secured creditors are not entitled to vote on the proposalof concordato fallimentare, unless and to the extent they waive their security or the concordato fallimentare providesthat they will not receive full satisfaction of the fair market value of their secured assets (such value being assessedby an independent expert), in which case they can vote only in respect of the part of their debt affected by theproposal. The proposal may provide for the division of creditors into classes according to their similar legalstanding and economic interests (thereby proposing different treatment among the classes), the restructuring ofdebts and the satisfaction of creditors’ claims in any manner. The concordato fallimentare proposal must beapproved by the creditors’ committee and the creditors holding the majority (by value) of claims (and, if classesare formed, also by a majority (by value) of the claims in a majority of the classes). Final court ratification is alsorequired.

Statutory priorities.

The statutory priority given to creditors under the Italian Bankruptcy Law may be different from thatestablished in the United States, the United Kingdom and certain other E.U. jurisdictions. Neither the debtor northe court can deviate from the rules of statutory priority by proposing their own priorities of claims or bysubordinating one claim to another based on equitable subordination principles. The rules of statutory priorityapply irrespective of whether the proceeds are derived from the sale of the entire bankrupt’s estate or part thereof,or from a single asset.

Article 111 of the Italian Bankruptcy Law establishes that proceeds of liquidation shall be allocatedaccording to the following order: (i) for payments of ‘‘pre-deductible’’ claims (i.e. claims originated in theinsolvency proceeding, such as costs related to the procedure); (ii) for payment of claims which are privileged, suchas claims of secured creditors; and (iii) for the payment of unsecured creditors’ claims.

Avoidance powers in insolvency.

Under Italian law, there are so-called ‘‘clawback’’ or avoidance provisions that may lead to, inter alia, therevocation of payments made or security interests granted by the debtor prior to the declaration of bankruptcy.The key avoidance provisions address transactions made below market value, preferential transactions and

42

transactions made with a view to defraud creditors. Clawback rules under Italian law are normally considered to beparticularly favorable to the receiver in bankruptcy, compared to the rules applicable in other jurisdictions.

In a bankruptcy proceeding, depending on the circumstances, the Italian Bankruptcy Law provides for aclawback period of up to either one year or six months in the case of intragroup transactions (which, in the contextof extraordinary administration procedures, can be extended to five and three years respectively) and a two-yearineffectiveness period for certain other transactions.

In particular, the Italian Bankruptcy Law distinguishes between acts or transactions which are ineffectiveby operation of law and acts or transactions which are voidable at the request of the bankruptcy receiver/courtcommissioner, as detailed below.

Acts ineffective by operation of law

Under Article 64 of the Italian Bankruptcy Law, all transactions entered into for no consideration areineffective against creditors if entered into by the debtor in the two-year period prior to the insolvency declaration.Under Article 65 of the Italian Bankruptcy Law, payments of debts falling due on the day of the declaration ofinsolvency or thereafter are deemed ineffective against creditors if made by the debtor in the two-year period priorto the insolvency declaration.

Acts which are voidable at the request of the bankruptcy receiver/court commissioner

The following acts and transactions, if done or made during the period specified below, may be voidedand declared ineffective unless the other party proves that it had no actual or constructive knowledge of thedebtor’s insolvency:

• transactions entered into in the year preceding the insolvency declaration, where the value of thedebt or of the obligations undertaken by the debtor exceeds by 25% the value of the considerationreceived by and/or promised to the debtor;

• payments of debts, due and payable, made by the debtor, which were not paid in cash or othercustomary means of payment in the year preceding the insolvency declaration;

• pledges and mortgages granted by the bankrupt entity in the year preceding the insolvencydeclaration in order to secure pre-existing debts which have not yet fallen due; and

• pledges and mortgages, granted by the bankrupt entity in the six months preceding the insolvencydeclaration, in order to secure debts which had fallen due.

The following acts and transactions, if done or made during the period specified below, may be voidedand declared ineffective if the bankruptcy receiver proves that the other party knew that the bankrupt entity wasinsolvent at the time of the act or transaction:

• the payments of debts that are immediately due and payable and any onerous transactions enteredinto or made in the six months preceding the insolvency declaration; and

• deeds granting security interests over debts (even those of third parties) which are made in the sixmonths preceding the insolvency declaration.

Certain transactions are exempt from clawback actions, including, inter alia:

• a payment for goods or services made in the ordinary course of business and in accordance withmarket practice;

43

• a remittance on a bank account, provided that it does not reduce the bankrupt entity’s debt towardsthe bank in a material and lasting manner;

• a sale, including an agreement for sale registered pursuant to Article 2645-bis of the Royal DecreeNo. 262 of March 16, 1942 (the ‘‘Italian Civil Code’’), currently in force, made for a fair value andconcerning a residential property that is intended as the main residence of the purchaser or thepurchaser’s family (within three degrees of kinship) or a non-residential property that is intended asthe main seat of the enterprise of the purchaser, on the condition that, as at the date of thepurchase, such activity is actually exercised or the investments for the start of such activity have beencarried out;

• transactions entered into, payments made and security interests granted with respect to the bankruptentity’s goods, provided that they concern the implementation of a plan which allows for therestructuring of entity’s debt and for the improvement of its financial position (piano attestato),provided that the plan is feasible and based upon truthful business data provided by the company asdetermined by an independent expert registered in the accounting auditors’ register and eligible to beappointed as bankruptcy receiver as provided by Article 28 of the Italian Bankruptcy Law and byArticle 67, paragraph 3, letter d), of the Italian Bankruptcy Law;

• a transaction entered into, payment made or security interest granted to implement a concordatopreventivo (see paragraph above) or an accordo di ristrutturazione dei debiti under Article 182-bis ofthe Italian Bankruptcy Law (see paragraph above) and transactions entered into, payments made andsecurity interests granted after the filing of the application for a concordato preventivo (see above);

• remuneration payments to the bankrupt entity’s employees and consultants; and

• a payment of a debt that is immediately due, payable and made on the due date, with respect toservices necessary for access to concordato preventivo procedures.

In addition, in certain cases, the bankruptcy receiver can request that certain transactions of the bankruptentity be declared void within the Italian Civil Code ordinary clawback period of five years (revocatoria ordinaria).Under Article 2901 of the Italian Civil Code, a creditor may demand that transactions through which the bankruptentity disposed of its assets to the detriment to a creditor’s rights be declared ineffective with respect to suchcreditor, provided that the bankrupt entity was aware of such detriment (or, if the transaction was entered intoprior to the date on which the claim originated, that such transaction was fraudulently entered into by the debtorto its own detriment) and that, in the case of a transaction entered into for consideration with a third person, thethird person was aware of such detriment (and, if the transaction was entered into prior to the date on which theclaim originated, such third person participated in the fraudulent scheme).

Extraordinary administration for large companies (amministrazione straordinaria delle grandi imprese in crisi).

An extraordinary administration procedure is available under Italian law for large industrial andcommercial enterprises (commonly referred to as the ‘‘Prodi-bis’’ procedure). The relevant company must beinsolvent, but demonstrating serious recovery prospects. To qualify for this procedure, the company must haveemployed at least 200 employees in the previous year. In addition, it must have debts equal to at least two-thirdsof its assets and two-thirds of its income from sales and services during its last financial year.

Either of one or more creditors, the debtor, a court or the public prosecutor may make a petition tocommence an extraordinary administration procedure. The rules which apply to such procedure are largely thesame rules as those applicable to bankruptcy proceedings. There are two main phases—an administrative phaseand a judicial phase.

44

Administrative phase

In the administrative phase, the court determines whether the company meets the admission criteria andwhether it is insolvent. It then issues a decision to that effect and, among others things, appoints up to threejudicial receivers (commissiario giudiziale) to investigate whether the company has serious prospects for recovery viaa business sale or reorganization. The judicial receiver files a report with the court within 30 days, and within10 days from such filing, the Italian Productive Activities Minister (the ‘‘Ministry’’) may make an opinion on theadmission of the company to the extraordinary administration procedure. The court then decides (within 30 daysfrom the filing of the report) whether to admit the company to the procedure or to place it into bankruptcy.

Judicial phase

Assuming that the company is admitted to the extraordinary administration procedure, the judicial phasebegins and an extraordinary commissioner (or commissioners) is appointed by the Ministry. The extraordinarycommissioner(s), prepares a plan which can provide for either the sale of the business as a going concern withinone year (or such other term as extended by the Ministry) (the ‘‘Disposal Plan’’) or a reorganization leading to thecompany’s economic and financial recovery within two years (or such other term as extended by the Ministry) (the‘‘Recovery Plan’’). The plan may also include an arrangement with creditors (e.g. a debt for equity swap, an issueof shares in a new company to whom the assets of the company have been transferred, etc.) (concordato). The planmust be approved by the Ministry.

The procedure ends upon successful completion of either a Disposal Plan or a Recovery Plan, failingwhich the company is declared bankrupt.

• Restructuring of insolvent large companies (ristrutturazione industriale di grandi imprese in stato diinsolvenza).

Introduced in 2003, the industrial restructuring of large insolvent companies is also known as the‘‘Marzano procedure’’. It is complementary to the Prodi-bis procedure and, except as otherwise provided, the sameprovisions apply. The Marzano procedure is intended to be faster than the Prodi-bis procedure. For example,although a company must be insolvent, the application to the Ministry is made together with the filing to the courtfor the declaration of the insolvency of the debtor.

The Marzano procedure only applies to large insolvent companies which, on a consolidated basis, have atleast 500 employees in the year before the procedure is commenced and at least A300 million of debt. The decisionwhether to open a Marzano procedure is taken by the Ministry following the debtor’s request (who must also filean application for the declaration of insolvency). The Ministry assesses whether the relevant requirements are metand then appoints the extraordinary commissioner(s) who will manage the company. The court also decides on thecompany’s insolvency.

The extraordinary commissioner(s) has/have 180 days (or 270 days if the Ministry so agrees) to submit aDisposal Plan or Recovery Plan. The restructuring through the Disposal Plan or the Recovery Plan must becompleted within two years. If no Disposal or Recovery Plan is approved by the Ministry, the court will declare thecompany bankrupt and open bankruptcy proceedings.

Panama Insolvency Law. Gaming & Services de Panama S.A. will provide a Guarantee of the notes.Under Panama law, your ability to receive payment on the notes may be more limited than would be the caseunder U.S. bankruptcy laws.

In the case of merchants, Panama’s insolvency or bankruptcy provisions are set forth mainly in the Codeof Commerce, but certain provisions of the Civil Code and the Judicial Code also apply.

45

Except for certain types of merchants (such as banks), for which special legislation applies, theseprovisions establish an orderly court supervised liquidation procedure, the objective of which is the apportionmentof assets among creditors in accordance with certain legally established rules and priorities. Court orderedreorganizations are not presently available under Panama law.

Under Panama law, the state of insolvency of a company must be determined and declared by a court asinsolvent. Insolvency exists when a debtor fails to pay any debt, so long as the debt is due, expressed in monetaryterms and ascertainable. A petition for such a declaration may be filed before the competent courts either by oneor more creditors or the debtor, but the failure of a debtor to make such petition when insolvency exists may leadto criminal prosecution.

In the declaration of bankruptcy the court must establish the date as of which the state of insolvencyexisted, which usually will coincide with the date the petition seeking a declaration of bankruptcy was filed but maybe fixed up to four years plus 30 days prior to the date of the petition.

The date of insolvency is important for establishing the period of time during which certain acts of thedebtor may be reviewed and set aside or declared void by the court for the benefit of the bankruptcy estate. Actsthat may be set aside or declared void include gratuitous acts, the granting of a security interest or a preference inrespect of previously contracted obligations, the pre-payment of debts not yet due, and the payment in kind ofdebts that are past due.

Upon the declaration of bankruptcy by the court the debtor immediately becomes separated from itsassets and cannot administer them or dispose of them; administration of a debtor’s assets (the bankruptcy estate) istransferred to its creditors represented by a curator or administrator appointed by the court. Upon suchdeclaration, the debts of the bankrupt, whether commercial or civil, are deemed to be due and payable as of thedate the bankruptcy is declared; and all such debts cease accruing interest, except for those secured by pledge ormortgage and then only up to the value of the collateral. All judicial proceedings brought against the bankruptdebtor in any court within the four years prior to the date of the declaration of bankruptcy must be accumulatedand dealt with in the bankruptcy proceedings. Any attachments over assets of the debtor which are issued by thebankruptcy court are given preference over attachments previously issued, except for attachments relating toproperty which is subject to a security interest such as a mortgage or pledge.

The Code of Commerce provides that a guarantor may demand that a creditor pursue the principaldebtor and its assets before demanding payment from the guarantor or its bankruptcy. If the bankrupt is aguarantor and the obligations of the principal debtor are not due and payable, the Code of Commerce providesthat the principal debtor must either prepay the debt or the bankruptcy estate would be released from theguarantee. In effect, the principal debtor is required to obtain a suitable guarantor to replace the bankruptguarantee.

The Gaming Control Board of Panama has adopted regulations providing that the judicial administratorof an insolvent company with gaming activities authorized by the Gaming Control Board, such as Gaming &Services de Panama S.A., shall not be permitted to continue to engage in gaming activities, such as the operationof casinos, for the benefit of the creditors, unless previous approval from the Gaming Control Board has beenobtained.

The Code of Commerce sets forth the following rules with respect to the application of the bankruptcyestate to the payment of the outstanding obligations: all creditors, whether or not they have a lien or privilege,have the right to be paid from the bankruptcy estate; the payment of credits must be made out of the incomederived from the sale of the debtor’s assets in accordance with the ranking set out in the Civil Code; securedcreditors have the right to receive payment from the sale of the collateral; secured creditors may not participate inthe distribution of the bankruptcy estate unless they waive their security interest over the collateral; and securedcreditors may nonetheless seek to recover any unsatisfied portion of their debt from the bankruptcy estate byparticipating with all of the unsecured creditors on a pro rata basis.

46

In bankruptcy, the credits will rank as to each other as follows:

• For movable property and assets of the bankrupt, the ranking of credits is:

– credits for the construction, repair, preservation and appreciation of the sale price of movableproperty and assets in possession of the bankrupt, up to the value of the same;

– credits for the transportation of the transported assets, for the price of the same, andpreservation expenses and rights; and

– credits for rents and leases of more than one year, over the movable assets located within theleased or rented property.

• For real estate property, assets and rights of the bankrupt, the ranking of credits is:

– credits in favor of the Panamanian state in which the real estate is located, over the assets oftaxpayers and for the amount of the taxes owed;

– credits in favor of insurance companies, over the insured assets;

– mortgage credits registered in the Public Registry, of mortgage assets; and

– credits that have been pre-emptively registered in the Public Registry, due to a judicial order,attachment or execution of judicial sentence, over the assets that have been affected by saidpre-emptive registration.

• Regarding other movable and real estate property, assets and rights of the bankrupt, the ranking ofcredits is:

– credits in favor of any municipality for taxes owed by the bankrupt; and

– credits owed in relation to expenses incurred by the bankrupt for purposes of judicial andadministrative management of the insolvency and for the common interest of all creditors.

Bankruptcy proceedings in Panama and therefore the liquidation of a debtor may take a considerableamount of time.

In the event that the Panamanian Guarantor, Gaming & Services de Panama S.A., entered intobankruptcy proceedings, its Guarantee could be challenged. If any challenge to the validity of such Guarantee weresuccessful, holders of the notes may not be able to recover any amounts under the Guarantee provided byGaming & Services de Panama S.A. Likewise, upon such bankruptcy declaration, the Gaming Control Board coulddeny the court appointed curator the administration of Gaming & Services de Panama S.A. operation, in whichcase holders of the notes may not be able to recover any amounts under the Guarantee provided by Gaming &Services de Panama S.A. from operations that could otherwise continue until the bankruptcy proceedings areconcluded.

Luxembourg Insolvency Law. The Issuer, which is incorporated in the Grand Duchy of Luxembourg, willissue the notes. Under Luxembourg insolvency laws, your ability to receive payment on the notes may be morelimited than would be the case under U.S. bankruptcy laws. Under Luxembourg law, the following types of

47

proceedings (together referred to as insolvency proceedings) may be opened against an entity having its registeredoffice or centre of main interest in Luxembourg:

• Bankruptcy proceedings (faillite), the opening of which may be requested by the company or by anyof its creditors. Following such a request, the courts having jurisdiction may open bankruptcyproceedings if the company (i) is in a state of cessation of payments (cessation des paiements) and(ii) has lost its commercial creditworthiness. If a court finds that these conditions are satisfied, it mayalso open bankruptcy proceedings ex officio (absent a request made by the company or a creditor).The main effect of such proceedings is the suspension of all measures of enforcement against thecompany, except, subject to certain limited exceptions, for secured creditors, and the payment of thecreditors in accordance with their rank upon realization of the assets.

• Controlled management proceedings (gestion controlee), the opening of which may only be requestedby the company and not by its creditors.

• Composition proceedings (concordat preventif de faillite), which may be requested only by thecompany and not by its creditors. The court’s decision to admit a company to the compositionproceedings triggers a provisional stay on enforcement of claims by creditors.

• In addition to the proceedings described above, your ability to receive payment on the notes may beaffected by a decision of a court to grant a stay on payments (sursis de paiements) or to put theIssuer into judicial liquidation (liquidation judiciaire). Judicial liquidation proceedings may be openedat the request of the public prosecutor against companies pursuing an activity violating criminal lawsor that is in violation of the commercial code or of the laws governing commercial companies. Themanagement of such liquidation proceedings will generally follow the rules of bankruptcyproceedings.

The liabilities of Cirsa Funding in respect of the notes will, in the event of the liquidation of the Issuerfollowing, in particular, bankruptcy or judicial liquidation proceedings only rank after the cost of liquidation(including any debt incurred for the purpose of such liquidation) and those of the Issuer’s debts entitled to priorityunder Luxembourg law. Preferential debts under Luxembourg law include:

• money owed to the Luxembourg Revenue in respect of, for example, income tax deducted at source;

• value added tax and other taxes and duties owed to the Luxembourg Customs and Excise;

• social security contributions; and

• remuneration owed to employees.

Assets over which a security interest has been granted will in principle not be available for distribution tounsecured creditors (except after enforcement and, only to the extent a surplus is realized).

During such insolvency proceedings, all enforcement measures by unsecured creditors are suspended. Theability of secured creditors to enforce their security interest may also be limited, in particular in the event ofcontrolled management proceedings expressly providing that the rights of secured creditors are frozen until a finaldecision has been taken by the court as to the petition for controlled management and may be affected thereafterby any reorganization order given by the court.

Furthermore, you should note that declarations of default and any subsequent acceleration (such asacceleration upon the occurrence of an event of default) will not be enforceable during controlled managementproceedings.

48

Luxembourg insolvency laws may also affect transactions entered into or payments made by aLuxembourg company during the pre-bankruptcy period (periode suspecte) which is a maximum of six months (andten days, depending on the transaction in question) preceding the judgment declaring bankruptcy, except that incertain specific situations a Luxembourg court may set the start of the suspect period at an earlier date. Inparticular:

• pursuant to article 445 of the Luxembourg Code of Commerce (code de commerce), specifiedtransactions (such as, in particular, the granting of a security interest for antecedent debts; thepayment of debts which have not fallen due, whether payment is made in cash or by way ofassignment, sale, set-off or by any other means; the payment of debts which have fallen due by anymeans other than in cash or by bill of exchange; the sale of assets without consideration or withsubstantially inadequate consideration) entered into during the suspect period (or the ten dayspreceding it) must be set aside or declared null and void, if so requested by the insolvency receiver;

• pursuant to article 446 of the Luxembourg Code of Commerce, payments made for matured debts aswell as other transactions concluded for consideration during the suspect period are subject tocancellation by the court upon proceedings instituted by the insolvency receiver if they wereconcluded with the knowledge of the bankrupt party’s cessation of payments; and

• pursuant to article 448 of the Luxembourg Code of Commerce and article 1167 of the Civil Code(action paulienne) gives the insolvency receiver (acting on behalf of the creditors) the right tochallenge any fraudulent payments and transactions, including the granting of security with an intentto defraud, made prior to the bankruptcy, without any time limit.

In principle, a bankruptcy order rendered by a Luxembourg court does not result in automatictermination of contracts, except for intuitu personae contracts, that is, contracts for which the identity of thecompany or its solvency were crucial. The contracts, therefore, subsist after the bankruptcy order. However, theinsolvency receiver may choose to terminate certain contracts. As of the date of adjudication of bankruptcy, nointerest on any unsecured claim will accrue vis-a-vis the bankruptcy estate.

Insolvency proceedings may hence have a material adverse effect on the relevant Luxembourg company’sbusiness and assets and the Luxembourg company’s respective obligations under the notes (as Issuer).

Finally, any international aspects of Luxembourg bankruptcy, controlled management and compositionproceedings may be subject to Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings.

We have not prepared, and we do not intend to prepare, financial information in accordance with U.S. GAAP or separateGuarantor financial data.

We have prepared our financial statements in accordance with IFRS-EU (and prior to 2008, we preparedour financial statements in accordance with Spanish GAAP), which varies significantly from the U.S. GAAP andresults in significant differences in reported operating results and financial condition from those under U.S. GAAP.Moreover, the indenture for the notes does not require us to reconcile future financial statements to U.S. GAAP.We also have not presented separate financial statements or summary financial data for the Guarantors in thislisting circular, and are not required to do so in the future under the indenture for the offered notes.

You may be unable to enforce judgments obtained in U.S. courts against the Issuer, Cirsa or the other Guarantors.

The directors and executive officers of Cirsa Funding, Cirsa, and the other Guarantors are non-residentsof the United States and the assets of these companies and their directors and officers are located outside of theUnited States. As a consequence, you may not be able to effect service of process on these non-U.S. residentdirectors and officers in the United States or to enforce judgments against them outside of the United States.

49

We have been advised by our Luxembourg, Spanish, Italian and Panamanian counsel, respectively, thatthere can be no assurance that a Luxembourg, Spanish, Italian or a Panamanian court would enforce a judgmentagainst the Issuer, Cirsa and any of the other Guarantors obtained in the United States. See ‘‘Service of Processand Enforcement of Civil Liabilities.’’

We may not be able to finance a change of control offer.

The indenture for the notes requires Cirsa Funding to make an offer to repurchase the notes at 101% oftheir principal amount if we experience a change of control, and Cirsa must make a payment to the Issuer underthe funding loans in such amount. As described above, Cirsa depends on the cash flow of operating subsidiariesand the Issuer relies on payments by Cirsa under the funding loans to make payments on the notes, includingoffers to repurchase. The failure of Cirsa Funding to effect a change of control offer when required wouldconstitute an event of default under the indenture. However, some important corporate events, such as leveragedrecapitalizations that would increase the level of our indebtedness, would not constitute a ‘‘change of control’’under the Indenture.

You may not be able to resell the notes easily.

Because the offered notes have a different restricted trading period than the Initial Notes, the FirstAdditional Notes and the Second Additional Notes, there will be no established trading market for the offerednotes and we cannot assure you that an active or liquid trading market will develop or continue for the offerednotes. Future liquidity will depend, among other things, on the number of holders of the notes, our financialperformance, the market for similar securities and the interest of securities dealers in making a market in thenotes.

For 40 days after the issue date of this offering, the offered notes issued under Regulation S will not befungible with the Initial Notes, the First Additional Notes and the Second Additional Notes issued underRegulation S. For a period of one year after the issue date of this offering, the offered notes issued underRule 144A will not be fungible with the Initial Notes, the First Additional Notes and the Second Additional Notesissued under Rule 144A.

In addition, because the notes have not been, and are not required to be, registered under the U.S.Securities Act or the securities laws of any other jurisdiction, they may not be offered or sold except to QIBs inaccordance with Rule 144A or to non U.S. persons in accordance with Regulation S or pursuant to anotherexemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and allother applicable laws. These restrictions may limit your ability to resell the notes.

You may face foreign exchange risks by investing in the notes.

The offered notes are denominated and payable in euros. If you measure your investment returns byreference to a currency other than euros, an investment in the notes will entail foreign exchange related risks dueto, among other factors, possible significant changes in the value of the euro relative to the currency by referenceto which you measure the return on your investments because of economic, political and other factors over whichwe have no control. Depreciation of the euro against the currency by reference to which you measure the returnon your investments could cause a decrease in the effective yield of the notes below their stated coupon rates andcould result in a loss to you when the return on the offered notes is translated into the currency by reference towhich you measure the return on your investments. There may be tax consequences for you as a result of anyforeign exchange gains or losses resulting from an investment in the offered notes.

50

USE OF PROCEEDS

We will use the net proceeds of this offering to refinance approximately A42.0 million of our existingindebtedness, including A25.0 million principal amount of indebtedness under the Revolving Credit Facility (whichwas drawn on November 15, 2013 for the purposes of paying the CdC after Cirsa Italia reached a final agreementwith respect to the CdC’s claims), and to pay commissions, fees and expenses estimated at approximatelyA3.0 million associated with this offering. We will use the remaining proceeds for general corporate purposes,which may include potential acquisitions and other investments in our Latin American businesses and furtherinvestments in slot operators. The Issuer will lend the proceeds of the offering to Cirsa pursuant to a funding loanequal to the aggregate principal amount of the notes issued in this offering.

We intend to repay with the proceeds of this offering the full amount of indebtedness outstanding underthe Revolving Credit Facility (A25.0 million principal amount), together with accrued interest and other amountsthereunder. The total committed amount under our Revolving Credit Facility (A50.0 million) will, however, remainavailable after such repayment. See ‘‘Capitalization’’ and ‘‘Description of Certain Indebtedness.’’ We do notcurrently intend to make distributions to our shareholders out of the proceeds from the offering.

The following table sets forth the estimated sources and uses of the proceeds from this offering. Actualamounts will vary from estimated amounts depending on several factors, including estimated costs, fees andexpenses.

Source of Funds Use of Funds

(E million) (E million)

Offering(1) . . . . . . . . . . . . . . . . . . . . . . . 126.0 Repayment under Revolving CreditFacility(2) . . . . . . . . . . . . . . . . . . . . . . 25.0

Repayment of other indebtedness . . . . . . . 17.0General corporate purposes . . . . . . . . . . . 81.0Estimated commissions, fees and other

expenses . . . . . . . . . . . . . . . . . . . . . . 3.0

Total Sources . . . . . . . . . . . . . . . . . . . . . 126.0 Total Uses . . . . . . . . . . . . . . . . . . . . . . . 126.0

(1) Excludes payment of interest accrued from November 15, 2013 to the issue date.

(2) Represents principal amount of debt to be repaid (but excludes any accrued interest until the anticipated repayment date).

(3) See ‘‘Capitalization’’ for a reconciliation of our total debt following the payment of the CdC settlement and theindebtedness to be repaid in connection with the issuance of the notes.

51

CAPITALIZATION

The following table sets forth our cash and cash equivalents, short-term debt and consolidatedcapitalization, as of September 30, 2013, (i) on an actual basis, (ii) the adjustments to cash and cash equivalentsand the indebtedness under our Revolving Credit Facility to reflect the payment of A37.5 million to the CdC (finalsettlement payment of A36.0 million plus A1.5 million of interest) on November 15, 2013, (iii) as adjusted to giveeffect to the payment of the CdC settlement, (iv) the adjustments to cash and cash equivalents, the indebtednessunder our Revolving Credit Facility and other bank loans derived from the offering of the notes and (v) asadjusted to give effect to the offering and the application of the estimated proceeds therefrom, as described in‘‘Use of Proceeds’’. The adjusted information below is illustrative only and does not purport to be indicative of ourcapitalization following the completion of the offering of the notes. This table should be read in conjunction with‘‘Summary—Summary Consolidated Historical and Unaudited Consolidated Pro Forma Financial Information,’’‘‘Use of Proceeds,’’ ‘‘Operating and Financial Review and Prospects,’’ ‘‘Description of Certain Indebtedness’’ andthe consolidated financial statements included elsewhere in this listing circular.

As ofSeptember 30, 2013

CdC CdC As OfferingActual Adjustments Adjusted Adjustments As Adjusted

(E in millions)Cash and cash equivalents(1) . . . . . . . . . . . . . . . . . . 91.9 (12.5) 79.4 81.0 160.4

Revolving Credit Facility(2) . . . . . . . . . . . . . . . . . . . — 25.0 25.0 (25.0) —Other bank loans(3) . . . . . . . . . . . . . . . . . . . . . . . . 119.0 — 119.0 (17.0) 102.0

Net bank debt(4) . . . . . . . . . . . . . . . . . . . . . . . . . . 27.1 — 64.6 — (58.4)Notes(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 786.1 — 786.1 123.0 909.1Capitalized leases(6) . . . . . . . . . . . . . . . . . . . . . . . . 22.4 — 22.4 — 22.4Gaming tax deferrals . . . . . . . . . . . . . . . . . . . . . . . 13.4 — 13.4 — 13.4Other indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 29.5 — 29.5 — 29.5

Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 970.4 — 995.4 — 1,076.4Total net debt(7) . . . . . . . . . . . . . . . . . . . . . . . . . 878.5 — 916.0 — 916.0

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (52.7) — (52.7) — (52.7)

Total capitalization(8) . . . . . . . . . . . . . . . . . . . . . 917.7 — 942.7 — 1,017.7

(1) As adjusted reflects the application of the net proceeds of the offering, after repaying A42.0 million of existing indebtedness,including the A25.0 million principal amount of indebtedness under the Revolving Credit Facility (which was drawn onNovember 15, 2013 for the purposes of paying the CdC after Cirsa Italia reached a final agreement with respect to theCdC’s claims), and paying A3.0 million of estimated fees and expenses related to the offering. The remaining amount will befunded as cash on balance sheet for general corporate purposes. See ‘‘Use of Proceeds.’’ As adjusted excludes proceeds forpayment of interest accrued from November 15, 2013 to the issue date.

(2) Represents the drawing of A25.0 million principal amount of indebtedness under the Revolving Credit Facility (which wasdrawn on November 15, 2013 for the purposes of paying the CdC settlement) and its repayment with a portion of theproceeds from the offering of the Notes. See (Business—Litigation—Settlement of claims by Italian judicial body andregulator.’’

(3) For a description of certain other bank loans, see ‘‘Description of Certain Indebtedness.’’

(4) Represents indebtedness under the Revolving Credit Facility and other bank loans less cash and cash equivalents.

(5) Represents (i) A780.0 million principal amount of the notes issued on May 5, 2010, January 18, 2011 and February 5, 2013plus accrued interest (A25.6 million), net of amortized debt issuance costs (A15.3 million) and original issue discount(A4.2 million), as adjusted for the issuance of A120.0 million principal amount of offered notes in this offering, withdeduction of amortized issuance costs of the offered notes (A3.0 million), but including A6.0 million of issue premium.

(6) Primarily represents capital leases for slot machines.

(7) Represents total debt less cash and cash equivalents.

(8) Represents total debt and total equity.

52

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

The following selected profit and loss account data, balance sheet data and other data as of and for theyears ended December 31, 2012, 2011 and 2010 have been derived from our audited consolidated financialstatements for the years ended December 31, 2012, 2011 and 2010. The following selected profit and loss accountdata, balance sheet data and other data as of and for the nine months ended September 30, 2013 and 2012 havebeen derived from our unaudited consolidated financial statements as of and for the nine months endedSeptember 30, 2013.

You should read this selected financial data in conjunction with our consolidated financial statements andthe related notes and ‘‘Operating and Financial Review and Prospects.’’

Our consolidated financial statements have been prepared in accordance with IFRS—EU.

53

The comparability of our results of operations and financial position as of and for the years endedDecember 31, 2012, 2011 and 2010 and as of and for the nine months ended September 30, 2013 and 2012 havebeen affected by the factors described in ‘‘Operating and Financial Review and Prospects—Overview.’’

Nine monthsended

Year ended December 31, September 30,

2010 2011 2012 2012 2013

(E in millions)Selected Profit and Loss Account Data:Operating revenues(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,774.2 1,746.8 1,817.6 1,167.8 1,176.3Bingo prizes(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (310.0) (247.7) (241.3)Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (219.7) (241.9) (226.3) (168.4) (160.8)

Net operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,244.5 1,257.2 1,350.0 999.4 1,015.5Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (87.6) (86.7) (81.6) (58.4) (50.5)Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (228.6) (224.8) (242.2) (178.7) (180.8)Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (414.9) (410.4) (437.7) (328.8) (376.0)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . (253.4) (245.2) (266.4) (193.5) (192.0)Depreciation, amortization and impairment . . . . . . . . . . . . . . . . (140.4) (149.6) (153.4) (119.3) (123.6)Changes in trade provisions . . . . . . . . . . . . . . . . . . . . . . . . . . (4.6) (5.5) (6.2) (4.1) (2.7)

Earnings before interest and taxes . . . . . . . . . . . . . . . . . . . . . 115.0 134.9 162.5 116.5 89.9Financial results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (82.7) (96.8) (90.5) (58.1) (71.8)Foreign exchange results . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.5) (6.2) (6.3) (4.9) (5.0)Results on sale of non-current assets . . . . . . . . . . . . . . . . . . . . (9.4) (5.2) 0.1 (1.1) (5.7)

Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.5 26.8 65.7 52.4 7.5Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33.1) (43.7) (56.1) (40.6) (41.8)Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8.5) (8.5) (9.4) (9.2) (7.4)

Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19.0) (25.4) 0.2 2.6 (41.7)

Selected Balance Sheet Data (at end of period):Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.2 66.7 55.2 71.6 91.9Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,349.1 1,389.6 1,340.7 1,397.5 1,375.8Total debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 898.2 936.7 923.5 942.3 970.4Total net debt(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 833.0 870.0 868.3 870.7 878.5Total adjusted net debt(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 916.0Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.0 35.6 14.1 36.1 (52.7)Other Financial Data:EBITDA(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260.0 290.0 322.0 240.0 216.3Adjusted EBITDA(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 252.3Capital expenditures(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140.8 160.1 144.8 111.4 87.0

(1) In accordance with IFRS, with effect from January 1, 2013, operating revenues are recorded net of Bingo prizes. Bingoprizes refers to the prizes payable on Bingo cards. Operating revenues for the nine months ended September 30, 2012 havebeen restated. Operating revenues of other periods have not been restated.

(2) Total debt of A970.4 million as of September 30, 2013 was comprised of (i) bank debt of A119.0 million recorded under‘‘Credit institutions’’ as non-current liabilities and current liabilities, (ii) capital lease obligations of A22.4 million recordedunder ‘‘Credit institutions’’ as non-current liabilities and current liabilities, (iii) gaming tax deferrals of A13.4 millionrecorded under ‘‘Tax authorities’’ as non-current liabilities and under ‘‘Other creditors’’ as current liabilities, (iv) promissorynotes and other loans of A29.5 million recorded under ‘‘Other creditors’’ as non-current liabilities and current liabilities andhigh yield notes of A786.1 million recorded under ‘‘Bonds’’ as non-current liabilities and current liabilities, in each case, netof amortized debt issuance costs and original issue discount of A19.5 million.

(3) We define total net debt as total debt less cash and cash equivalents.

54

(4) We define total adjusted net debt as total net debt plus the payment of the A37.5 million settlement to CdC (A36.0 millionas final settlement amount and A1.5 million in interest).

(5) EBITDA represents profit before tax, depreciation, amortization and impairment, financial results, foreign exchange resultsand loss on sale of non-current assets. Adjusted EBITDA (as presented in the listing circular for the nine months andtwelve months ended September 30, 2013) represents EBITDA before the one-time settlement payment to the CdC madeon November 15, 2013. The payment was recorded in our unaudited consolidated financial statements for the nine monthsended September 30, 2013. For accounting purposes, the CdC payment adjustment was allocated solely to the Slots Division(see table below). We believe that it is widely accepted that EBITDA and Adjusted EBITDA provide useful informationregarding a company’s ability to service and incur indebtedness. EBITDA and Adjusted EBITDA are not measurements ofoperating performance under IFRS, and should not be considered substitutes for operating income, net income, cash flowsfrom operating activities or other income statement data, or as a measure of profitability or liquidity, and EBITDA andAdjusted EBITDA do not necessarily indicate whether cash flow will be sufficient or available for cash requirements.EBITDA and Adjusted EBITDA may not be indicative of our historical operating results nor are they meant to bepredictive of potential future results. Because all companies do not calculate EBITDA and Adjusted EBITDA identically,the presentation may not be comparable to similarly entitled measures of other companies.

The following table presents our calculation of EBITDA and Adjusted EBITDA:

Nine monthsYear ended ended

December 31, September 30,

2010 2011 2012 2012 2013

(E in millions)Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.5 26.8 65.7 52.4 7.5Loss on sale of non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.4 5.2 (0.1) 1.1 5.7Foreign exchange results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 6.2 6.3 4.9 5.0Financial results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.7 96.8 90.5 58.1 71.8Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . (140.4) (149.6) 153.4 119.3 123.6Changes in trade provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.6) (5.5) 6.2 4.1 2.7EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260.0 290.0 322.0 240.0 216.3CdC Settlement Payment(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 36.0Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 252.3

(a) CdC Settlement Payment refers to the one-time settlement payment to the CdC made on November 15, 2013. Thisadjustment applies only to our Slots Division. For accounting purposes A36.0 million of the CdC Settlement Paymenthas been recorded as a gaming tax under our Slots Division.

(6) We define capital expenditures to include the following items from our consolidated cash flow statement: ‘‘Purchase anddevelopment of property, plant and equipment’’ and ‘‘Purchase and development of intangibles.’’

55

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion together with the consolidated financial statements includedelsewhere in this listing circular.

Overview

We are one of the leading gaming companies in Spain, Italy and Latin America engaged in the operationof slot machines, casinos and bingo halls and the manufacture of slot machines for the Spanish market. In Spain,we believe that we are the leader in the A14.8 billion Spanish private gaming market, where our key activitiesinclude: the operation of slot machines, in which, as of September 30, 2013, we believe that we were the #1operator with over 25,300 slot machines operated; the operation of four casinos; the operation of bingo halls, inwhich we believe that our Bingo Division is the #1 operator with 48 bingo halls; and the manufacture of slotmachines, where we believe that we were the #1 manufacturer, with over 35,000 slot machines and gaming kitsmanufactured in the twelve months ended September 30, 2013.

In Italy, we have established a strong presence in the slot machine market with over 14,000 slot machinessituated in approximately 2,900 locations across central and northern Italy. As of September 30, 2013, we have alsocompleted the deployment of 2,485 of the 2,583 VLTs planned for installation in Italy.

In Argentina, we operate eight casinos, including two riverboat traditional casinos in the city of BuenosAires with 128 gaming tables and 1,725 slot machines and a traditional casino located in Rosario with 80 gamingtables and 2,976 slot machines. Our four electronic casinos in the Province of Mendoza and Casino CentralMendoza operate 1,619 casino-style slot machines.

In Colombia, we operate 19 traditional casinos with 2,684 slot machines and 46 electronic casinos with atotal of 3,220 slot machines.

In Panama, we operate one traditional casino in Panama City with 31 tables and 363 slot machines and26 electronic casinos with a total of 7,039 slot machines.

In Mexico, we operate 20 bingo halls that also have a casino-style slot machine offer.

For the twelve months ended September 30, 2013, we had net operating revenues and Adjusted EBITDAof A1,366.1 million and A334.3 million, respectively. During the twelve months ended September 30, 2013, 56.0% ofour net operating revenues and 33.9% of our Adjusted EBITDA were generated in Spain and Italy, and 44.0% ofour net operating revenues and 66.1% of our Adjusted EBITDA were generated from our other internationalactivities. We have also continued efforts to reduce our net leverage ratio (Total adjusted net debt/AdjustedEBITDA), which was 2.7x as of September 30, 2013.

56

The following table shows a breakdown of our Adjusted EBITDA for the twelve months endedSeptember 30, 2013, by country in which we operate:

EBITDA MIX BY COUNTRY

Twelve months endedCountry September 30, 2013

(% of Adjusted EBITDA)Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.9Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0

Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.9Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.9Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1Panama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.9Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6

Latin America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.1

100.0%

Accounting and Auditing Principles

In this listing circular, we have presented our audited consolidated financial statements for the yearsended December 31, 2012, 2011 and 2010. These consolidated financial statements are prepared in accordance withIFRS. Our unaudited financial statements for the nine months ending September 30, 2013 are also presented.These consolidated financial statements are prepared in accordance with IFRS—EU.

Our auditors, Ernst & Young S.L. and Cortes, Perez y Cıa. Auditores S.L.P., independent auditors, haveaudited our financial statements in accordance with auditing standards generally accepted in Spain and issuedunqualified audit opinions for our audited financial statements for each of the years ended December 31, 2012,2011 and 2010.

For a description of certain changes to IFRS standards and interpretations that we have adopted in ourconsolidated financial statements, see notes 2.3 and 2.4 to our audited consolidated financial statements for theyear ended December 31, 2012.

Segment Reporting

Our company is presently organized into five business divisions: Slots, Casinos, Bingo, B2B and On-LineGaming (which became a business division in the third quarter of 2012). Our primary basis of segment reporting isby business division, which reflects the management structure of our business, our system of internal financialreporting and what we believe to be the predominant source of the risks and returns in our business. We reportoperating revenues, net operating revenues, EBIT, EBITDA and net result for each of our business divisions. Oursecondary basis of segment reporting is geographic, and we report operating revenues and total assets for Spain,Latin America and Italy. See note 3 to our audited consolidated financial statements for the year endedDecember 31, 2012.

In this operating and financial review, one of the key measures that we utilize to assess and analyze ourperformance and the performance of our divisions is EBITDA, which on a consolidated basis we define as profitbefore tax, depreciation, amortization and impairment, financial results, foreign exchange results and loss on saleof non-current assets. We view EBITDA as providing a more useful tool to assess and analyze the performance ofCirsa and its consolidated subsidiaries (the ‘‘Group’’ or ‘‘Cirsa Group’’) and our business divisions and our overallliquidity than operating profit or net result.

57

For the nine months ended September 30, 2013, we also present Adjusted EBITDA for the Slots Division,which define as EBITDA before the one-time settlement payment to the CdC of A36.0 million made onNovember 15, 2013.

Consolidation Method

As described in our audited consolidated financial statements for the year ended December 31, 2012, weuse the full consolidation method for subsidiaries, the proportional consolidation method for jointly-controlledcompanies and the equity method for affiliated companies.

We own less than 100% of a number of our material subsidiaries, including the Winner Group companiesin Colombia (in which we own a 50.01% interest) and Juegomatic S.A. (in which we own a 65.0% interest). Weuse the proportional consolidation method for our companies in which we own a 50.0% interest, which include ourcasino in Rosario and our traditional casino in Panama.

We will adopt IFRS 11 ‘‘Joint Arrangements’’ with effect from January 1, 2014. Among other things,IFRS 11 eliminates the use of the proportional consolidation method for jointly-controlled companies. UnderIFRS 11, certain of our joint arrangements, the terms of which are renegotiated from time to time, may bereclassified as either joint ventures and accounted for using the equity method or be fully consolidated. Our mostsignificant joint arrangement entity that is presently accounted for under the proportional consolidation method isCasino de Rosario S.A. Any change arising from the application of IFRS 11 would be presentational in nature anddoes not effect underlying cash flows. We are currently assessing the control over such entities and consequentlytheir accounting treatment under IFRS 11. Under the indenture for the notes, the financial ratios and financialdefinitions are generally determined in accordance with IFRS as in effect from time to time.

Latin American Currency Effects

Our Latin American businesses account for a significant and increasing portion of the operating revenues,EBIT and EBITDA of the Cirsa Group generally and our Casinos Division in particular. Our B2B Division alsogenerates revenues from its electronic lottery business in Argentina. The results of operations and financialposition of the Cirsa Group and our Casinos Division, in particular, have from time to time been adverselyaffected by currency movements. During the period under review, the currency movements that have had the mostsignificant effect on our results of operations have been the depreciation or appreciation of the U.S. dollar (whichis the functional currency in Panama), the Colombian peso and the Argentine peso against the euro. For example,in the nine months ended 2013, the depreciation of the Colombian peso and the Argentine peso against the euroadversely impacted our results of operations. Conversely, the appreciation of the U.S. dollar and the Colombianpeso against the euro in 2012 positively impacted our results of operations for the nine months endedSeptember 30, 2012 when compared to the prior period. We expect that our results of operations and financialcondition will continue to be impacted by the effect of currency movements on our Latin American businesses inthe future. We do not currently engage in and have no plans to enter into currency hedging transactions.

The depreciation of the Argentine peso against the euro has adversely affected our results of operationsand financial condition in prior years. Following a sharp depreciation of the Argentine peso against the euro in2001 and 2002 as a result of the Argentine government’s adoption of a floating exchange rate for the Argentinepeso in response to the economic crisis in the country, the Argentine peso has since continued to decline, albeitmore gradually. The exchange rate for the Argentine peso against the euro moved from Ps.1.50 per euro as ofDecember 31, 2001 to Ps.3.53 per euro as of December 31, 2002 to Ps. 5.24 per euro as of December 31, 2009 toPs.7.83 per euro as of September 30, 2013.

Due to translation effects, the depreciation of the Argentine peso has resulted in a decrease in euroterms of the revenues of our Argentine business, our Casinos Division and the Group. The impact of this declinehas been partially offset due to the incurrence of most of the operating costs of our Argentine business in localcurrency, which has resulted in generally stable operating margins for the Argentine business. The depreciation of

58

the Argentine peso against the euro is generally accompanied by inflationary effects, which results in an increase inArgentine peso revenues.

Key Factors Affecting Our Results of Operations

Slots

Our Slots Division is comprised of our Spanish slots business and our Italian business, where we are anetwork system operator for slot machines and also operate VLTs.

Revenues and profitability for our Slots Division in Spain have generally been stable and predictable,although revenues and profitability have been adversely affected by the economic downturn and smoking ban inSpain, which has been partly offset by the contribution of slots and VLTs in Italy. Following a period of rapidgrowth due to the consolidation of the Spanish slots market, the size of our slot machine installed base in Spainhas been relatively stable in recent years, and we have generally focused on optimizing revenue per machine andprofitability. Because the minimum wager, gaming taxes and payout per slot machine are regulated by law, we haveconcentrated on identifying and obtaining attractive sites to place our slot machines and controlling operating costsand expenses through efficient management. We monitor slot machine performance carefully to determine when toreplace or relocate slot machines to improve profitability. As a part of our overall strategy to improve profitability,during the last several years we have eliminated underperforming slot machines. The total number of slot machinesin the Spanish market has contracted in recent years, and we expect that this trend will continue over the nextyear. This contraction and the ongoing consolidation of the Spanish slots market present opportunities foracquisitions. We have continued to pursue selective acquisitions of attractive slot machine operations, including ouracquisition in 2011 of approximately 1,700 slot machines from several small operators, and our acquisition of a51% interest in four small Spanish slot route operating companies that operate approximately 4,500 slot machinesin July 2013.

Profitability in our Slots Division is affected by the terms of our agreements with site owners and theagreements we enter into to acquire new route operations. When we acquire other slots operators in Spain, wefrequently enter into participation agreements with the acquired operators to facilitate our acquisition or to retainthe strategic benefits of the acquired slot operators’ relationships with site owners. The participation agreementswith sub-operators are profit sharing agreements, the terms of which vary by sub-operator. Payments tosub-operators are recorded in the segment results of the Slots Division as an expense under Consumption. Ourprofitability is affected by the degree to which our locations are subject to these profit sharing arrangements.Approximately half of our slot machines were covered by such arrangements during the periods under review. Aspart of our strategy to maintain our performance during the economic downturn, we have focused on therenegotiation of the terms of the profit sharing agreements.

Starting in 2008, we expanded our Spanish slots business by opening arcades, where we are generally notrequired to enter into profit-sharing arrangements. Due to the economic downturn in Spain, we have suspendedour plans to open additional arcades, and during 2011 we recorded a A12.0 million impairment charge, in respectof our arcades. We recorded an impairment charge of A5.2 million in 2012 and A1.3 million in the nine monthsended September 30, 2013 and may record additional impairment charges in future periods.

The performance of our Slots Division is also affected by regulatory changes in Spain with respect to thenumber of slot machines permitted per site, the minimum wager, the maximum payout per slot machine, licensingfees and taxes assessed on slot machines. Costs associated with the regulatory environment have been relativelystable in recent years.

We have been a network system operator for slot machines in Italy since 2004 and currently havegovernment concessions to continue as both a slots and VLT network systems operator through 2022. The Italianslots and VLT market has been characterized by significant regulatory, tax and operational uncertainty. In 2009, wereceived authorization to operate VLTs in Italy and were awarded a concession for the installation of 2,583

59

terminals. We have made substantial investments since 2009 in connection with the initial deployment of the VLTs.The profitability of our Italian business has been impacted by increases in gaming taxes in 2012 and 2013 as well asincreased competition in the VLT market.

Casinos

The revenues and profitability for our Casinos Division have been impacted by a variety of factors,including currency effects, the effects of acquisitions and opening new or expanded casinos, regulatory changes andlocation-specific factors. Our Casinos Division derives revenues primarily from gaming tables and slot machineswhich, in turn depends on the number of gaming tables and slot machines at each casino, the popularity of thesegames and the overall mix of gaming tables and slot machines. Revenues are also affected by the number ofvisitors to our casinos, the average visit length and the average amount wagered by visitors.

A majority of the revenues of our Casinos Division are generated by our casinos in Latin America,principally our casinos in Argentina, Panama and Colombia. We have expanded our business in Colombia, wherewe did not operate prior to 2007, through the acquisitions of the Winner Group in 2007 and Unidelca in 2010. InArgentina, we opened the Rosario casino in October 2009 and substantial investments have been made in ourBuenos Aires riverboat casinos to expand capacity and install new gaming machines. Likewise, we have madesignificant investments in our Panama casino business to expand capacity and install new gaming machines. InNovember 2011, we acquired a 33% share of a bingo hall in Buenos Aires, which we consider, for consolidationpurposes, to be part of our Casinos Division.

In contrast to our growing Latin American casino business, the revenues and profitability of our Spanishcasino business have been adversely affected by the economic downturn in Spain.

Our revenues and profitability, as well as the comparability of our results from period to period, may beimpacted by the acquisition of additional casinos and the opening of new casinos. Besides the costs of acquiring acasino license or a casino, we also incur costs in connection with the acquisition of new or additional slot machinesfor our casinos and the refurbishment of our casinos. We also incur start-up costs in connection with the hiring andtraining of staff for new casinos. It also typically takes a period of time before a newly- opened casino attainsprofitability.

The performance of our Casinos Division is also affected by regulatory changes in the number of casinolicenses issued, permitted slot machines per site, the minimum wager, licensing fees and taxes assessed on casinosand slot machines, as well as by systemic shifts in the regulatory framework. For example, our results of operationsin Panama and for Casino de Rosario have been impacted by increases in gaming taxes. During 2011, due tochanges in the political and regulatory environments, our casino business ceased operations in Venezuela andEcuador. During the first nine months of 2012, we recorded a write-off for the entire value of our Venezuelanbusiness. In several of our casino locations, we presently operate the only casino in the area due to our exclusivelicense. In other locations, such as the Dominican Republic and Panama, we face competition from other casinosin the area. In addition to gaming industry regulation, our casinos may be impacted by other regulatory changes,such as the imposition of anti-smoking legislation.

Bingo

Our Bingo Division operates bingo halls in Spain and Mexico and has a minority interest in 11 bingo hallsin Italy.

The majority of revenues from traditional bingo halls are derived from card sales. Card sales tend toincrease with the availability of larger prize pools which, in turn, depends on the number of players during eachgame. Consequently, larger bingo halls generate more card sales. The development and implementation of linkedbingo halls and similar technology also has the potential to generate more card sales.

60

The majority of the cost of running our bingo halls relates to employee expenses and gaming taxes.Increased profitability of our bingo hall operations depends on realizing operating efficiencies at bingo halls,principally through improved staffing practices and an increase in the average number of games played per day.The performance of our bingo hall operations may be affected by changes in gaming taxes. While gaming taxes onbingo halls in Spain have generally been stable, there have been some initiatives to decrease gaming tax levels inorder to stimulate the levels of customer participation.

In general, the revenues and profitability of traditional bingo halls in Spain has been declining in recentyears due to a variety of factors, including customer demographics, the effects of the strict smoking bans and theeconomic downturn. We have undertaken a number of measures to improve the performance of the Spanish bingohalls to offset the decline in traditional bingo revenues including the closure of underperforming bingo halls. Weclosed five bingo halls in 2011 and three bingo halls in 2012. The closure of bingo halls will result in decreasedrevenues and the payment of severance expenses. We have also recorded impairment charges in respect of ourSpanish bingo halls in 2011 and 2012, and an impairment charge of A16.6 million in 2013 and may recordadditional impairment charges in the future.

We entered the Mexican bingo hall business in 2006, and since then have been engaged in the opening ofnew bingo halls. As of September 30, 2013, we operated 20 bingo halls in Mexico. The results of our bingo hallbusiness in Mexico have been impacted by the significant start-up costs associated with opening new halls. Incontrast to the Spanish bingo hall business, our Mexican bingo hall operations have a broad entertainment offer,including casino-style slot machines. We have been implementing the ‘‘Casino Life’’ concept and the acceleratedintroduction of casino-style slot machines. We expect to make additional selective investments in our Mexicanbingo hall business to install additional slot machines, to expand capacity in our existing halls and to acquire or toopen additional bingo halls. As is the case with some of our other businesses, our Mexican bingo hall business hasbeen impacted by changes in regulation.

B2B

We believe that among the key factors that drive the revenues and profitability of the B2B Division arethe popularity of the new games for slot machines that we and our competitors introduce, the volume of slotmachines that we sell in the Spanish market, the product mix between slot machines and gaming kits, the mixbetween sales to third parties and to our own Slots Division and our ability to realize cost savings and operationalefficiencies in our manufacturing operations. One of the key elements of our strategy is to concentrate on marketleadership in the Spanish amusement with prize (‘‘AWP’’) slots market and interlinked bingo halls. In general, ourmargins benefit if we are able to attain a robust market share in the Spanish AWP slots market as a result of thepopularity of our slot machine games. Our B2B business has been adversely impacted by the reduction in theoverall size of the Spanish slot machine market, as slot operators have discontinued underperforming slotmachines.

Our manufacturing costs are comprised principally of materials, components and labor costs. Innovation iscritical to the success of our slot machines and investment in research and development also accounts for a portionof our costs. A significant portion of the operating costs and expenses of our B2B Division are fixed costs,although we have undertaken initiatives to move towards a more variable-cost model.

The interactive business of our B2B Division currently generates revenues from supporting our SlotsDivision in Italy, our on-line lottery business in Argentina and interlinked bingo games in Catalonia, Madrid andAndalusia.

On-line Gaming

Our On-Line Gaming business division commenced operations in the third quarter of 2012. In December2013, we sold Cirsa Digital, S.A., which operates the Spanish operations of our On-Line Gaming division to

61

Sportium, our joint venture with Ladbrokes PLC. See ‘‘Business—Slots Divisions—Joint Venture withLadbrokes PLC’’.

Principal Profit and Loss Account Items

The following is a brief description of the revenues and expenses that are included in the line items ofour consolidated profit and loss accounts.

Operating Revenues

Operating revenues are principally comprised of revenues from our operations and, to a lesser extent,other activities.

Operations. We record operating revenue from our principal business divisions as follows:

Slots. Operating revenues from our slot machines are recorded as the total amount collected, net ofprizes. Operating revenues also include the revenues from our VLTs in Italy and our Sportium sports betting jointventure.

Bingo. Operating revenues from our Bingo Division are recorded as the total amount of bingo cardssold, according to their face value, and with effect for January 1, 2013, in accordance with IFRS, net of bingoprizes. Bingo prizes refer to the prizes payable on bingo cards. Our Bingo Division also records operating revenuefrom sales of food and drinks.

Casinos. Operating revenues from our Casinos Division are recorded as the net amount (‘‘win’’), whichis after deducting the prizes paid to customers. Our Casinos Division also records revenue from admission fees,on-site bars, restaurants and tips and from bingo operations located at some of our electronic casinos in LatinAmerica.

B2B. Operating revenues from our B2B Division include sales of our slot machines and gaming kits tothird parties and sales by our distribution companies of slot machines produced by third parties.

Other. We also record operating revenue from a variety of other activities, including revenues from slotmachines located in bingo halls and revenues and overhead costs reimbursed from joint ventures, personal servicesand license fees.

Net Operating Revenues

Net operating revenues are comprised of operating revenues less variable rent.

Variable rent refers to the amount collected from slot machines that are payable to the owner of thepremises on a revenue-sharing basis.

Consumption

Consumption costs for our Slots Division include contractual payments to sub-operators (which are basedon a profit sharing formula that varies by sub-operator). For our Bingo and Casinos Divisions, these costsprincipally include ordinary course costs such as bingo cards, playing cards and chips and food and beverageexpenses. Our B2B Division’s costs include raw materials and costs of finished and semi-finished componentsfurnished by third-party contractors.

62

External Supplies and Services

External supplies and services expenses primarily are comprised of start up costs, rent and lease costs forfacilities and vehicles, professional expenses and advertising, promotion and public relation expenses.

Personnel

Our personnel costs include wages and salaries, employee benefit costs and employee indemnitypayments.

Taxes on Gaming

Gaming tax expenses include all taxes relating to our gaming activities assessed by national, regional andlocal authorities.

Depreciation, Amortization and Impairment

Depreciation expense relates to the depreciation of property, plant and equipment.

Amortization expense principally relates to the amortization of the cost of our licenses for gamingservices in Panama, and capitalized development costs of our B2B Division. We do not have any license costs forlicenses that are awarded in public tenders, such as our Buenos Aires casino license.

Impairment relates to the impairment loss in respect of intangible assets, including goodwill, property,plant and equipment and equity investments.

We capitalize those development costs which qualify for recognition as an asset pursuant to IAS 38 which,in any case, represent a minority portion of the total expenditures in research and development linked to our B2BDivision. In our consolidated cash flow statement, this is shown as a movement in ‘‘Purchase and development ofintangibles.’’

Variation in Operating Provisions

Variation in operating provisions principally relates to movements in allowances for receivables andinventories.

Financial Results

Financial results comprises financial income less financial costs and expenses.

Financial income is comprised of income from financial investments, interest from loans made to a varietyof parties, including Nortia, site owners and sub-operators in our Slots Division, and site owners of certaininternational casinos.

Financial costs and expenses is comprised of interest expenses and variation in financial provisions.

Foreign Exchange Results

Foreign exchange results refers to realized and unrealized exchange gains and losses and other financialresults. The intragroup exchange gains/losses in foreign subsidiaries arising from loans granted by Cirsa arerecorded in the consolidated balance sheet under ‘‘Cumulative Translation Reserve’’ and therefore do not affectthe consolidated income statement so long as the loans constitute a component of Cirsa’s total net investment inthe foreign subsidiary.

63

Income Tax

Due to Spanish tax legislation, our history of acquisitions and dispositions and internal corporatereorganizations as the Cirsa Group has grown, and the significant international operations of the Cirsa Group, ourtax position is complex.

For Spanish tax purposes, as of September 30, 2013, we have three groups that file their tax returns on afiscal consolidated basis: one group has four Spanish companies, the second group has eight Spanish companiesand the third group has 71 Spanish companies. As of September 30, 2013, under Spanish tax legislation, Cirsa musthave owned more than 75% of the capital stock of a company at the start of the tax year in order to include thecompany in its tax consolidated group. Spanish companies that are not part of the fiscal consolidated group pay taxon an unconsolidated basis (unless it belongs to another fiscal group). Our non-Spanish subsidiaries are notincluded in the tax consolidated group and pay taxes in their local jurisdiction.

The statutory corporate tax rate in Spain during 2013 was 30.0%. We define our effective tax rate as ourincome tax expense over our profit (loss) before tax. The level of our effective tax rate is influenced by a numberof factors, including (i) the profitability of Group companies, (ii) the fact that certain expenses in the profit andloss account are not deductible for Spanish tax purposes and (iii) the availability of tax credits to offset againstprofits so as to reduce tax expense.

Minority Interest

Minority interest is comprised of the results included in consolidated results for which we do not own100%. During the period under review, minority interest is principally attributable to minority ownership interestsin the Winner Group, Juegomatic S.A., Pringsa in Mexico (in which our interest has subsequently increased to100% as of December 2010) and a Panamanian casino business.

EBITDA

We define EBITDA as profit before tax, depreciation, amortization and impairment, financial results,foreign exchange results and loss on sale of non-current assets.

Segment Results—Other Structure/Consolidation

In determining the operating revenues, total EBIT and total EBITDA for the Group, we have to takeaccount of certain unallocated corporate overhead costs and consolidation adjustments. Corporate overhead costsinclude such items as payroll expenses, rent expenses and the costs of professional services. We allocate a portionof corporate overhead costs to each division based on their use of such services. Corporate overhead costsallocated to a division are included in the division’s ‘‘External supplies and services.’’

Consolidation adjustments primarily relate to (i) the adjustment of unrealized margins on assets anddepreciation in order to show the assets at their original cost and (ii) the elimination of intercompany balancesarising from financial operations, rental agreements, payment of dividends, purchase and sale of inventories,tangible fixed assets and investments, and services.

64

Results of Operations

Nine months ended September 30, 2013 and 2012

Group Results of Operations

The following table sets forth, by business division, operating revenues, net operating revenues, EBIT andEBITDA for the nine months ended September 30, 2013 and 2012:

Nine months endedSeptember 30,

2012 2013 Change

(E in millions)Operating Revenues:(1)

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 528.4 532.2 3.8Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418.8 436.3 17.5Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179.7 167.6 (12.1)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78.0 69.2 (8.7)On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 2.3 1.6Other(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37.8) (31.4) 6.3

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,167.8 1,176.3 8.5

Nine months endedSeptember 30,

2012 2013 Change

(E in millions)Net Operating Revenues:

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369.6 380.0 10.5Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 415.9 433.6 17.7Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173.0 161.6 (11.4)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78.0 69.2 (8.7)On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 2.3 1.6Other(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37.8) (31.3) 6.4

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 999.4 1,015.5 16.1

Nine months endedSeptember 30,

2012 2013 Change

(E in millions)EBIT:

Slots(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.1 (13.2) (33.3)Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.6 115.0 15.4Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.0) (14.1) (10.2)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.3 15.1 (0.2)On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.9) (4.6) (1.6)Other(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11.5) (8.2) 3.3

Total(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116.5 89.9 (26.6)

65

Nine months endedSeptember 30,

2012 2013 Change

(E in millions)EBITDA:

Slots(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.3 28.0 (38.3)Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.3 168.7 15.4Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.7 19.3 (0.4)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.8 17.7 (1.1)On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.9) (4.3) (1.4)Other(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15.3) (13.2) 2.1

Total(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240.0 216.3 (23.7)

(1) In accordance with IFRS, with effect from January 1, 2013, Operating revenues are recorded net of Bingo prizes. Bingoprizes refers to the prizes payable on Bingo cards. Operating revenues for the nine months ended September 30, 2012 havebeen restated. Operating revenues for the other periods have not been restated.

(2) Other includes central corporate services and certain inter-segment consolidation adjustments.

(3) Our EBIT and EBITDA of our Slots division, as well as our EBIT and EBITDA of the Group for the nine months endedSeptember 30, 2013 include the payment of A36.0 million to the CdC on November 15, 2013. Adjusted EBITDA of our SlotDivision and Adjusted EBITDA of the Group for the nine months ended September 30, 2103 amounted to A64.0 millionand A252.3 million, respectively.

Nine months ended September 30, 2013 compared to nine months ended September 30, 2012

Group Results of Operations

Net Operating Revenues

Net operating revenues increased by A16.1 million, or 1.6%, to A1,015.5 million in the first nine months of2013 from A999.4 million in the first nine months of 2012. The increase in net operating revenues was primarily dueto the growth in revenues from our casinos in Argentina and Panama, our Italian slots and VLT businesses and ourMexican bingo halls as well as the effects of the acquisition of four small route operators in Spain in July 2013. Theseincreases offset the decline in net operating revenues from our Spanish bingo halls and the B2B Division.

EBIT

EBIT decreased from A116.5 million in the first nine months of 2012 to A89.9 million in the first ninemonths of 2013 primarily due to the payment to the CdC on November 15, 2013. Excluding the A36.0 millionpayment related to such settlement, EBIT would have increased from A116.5 million in the first nine months of2012 to A125.9 million in the first nine months on 2013, primarily due to operating efficiencies.

EBITDA and Adjusted EBITDA

EBITDA decreased 9.9% from A240.0 million in the first nine months of 2012 to A216.3 million in thefirst nine months of 2013 primarily due to the payment to the CdC on November 15, 2013. However, AdjustedEBITDA increased 5.1% from A240.0 million in the first nine months of 2012 to A252.3 in the first nine months on2013. Adjusted EBITDA margin (Adjusted EBITDA as a percentage of net operating revenues) increased from24.0% in the first nine months of 2012 to 24.8% in the first nine months of 2013.

The improvements in Adjusted EBITDA and Adjusted EBITDA margin is primarily due to theperformance in our casinos in Latin America, particularly Argentina and Panama. EBITDA margin improved forour Bingo Division, in part due to increased operating efficiencies in Spain. Adjusted EBITDA decreased for the

66

Slots Division, and EBITDA decreased slightly for the Bingo and B2B Divisions. The On-Line Gaming Division,which commenced operations in the third quarter of 2012 and is still in the start-up phase, continued to reportnegative EBITDA.

Financial Results

Financial result was negative A71.8 million in the first nine months of 2013 as compared to negativeA58.1 million in the first nine months of 2012. The increase is attributable to change in financing mix (due to theissuance of A100.0 million of notes in February 2013 to repay bank loans), the costs associated with transactions inArgentinean bonds in connection with the repatriation of funds from Argentina to Spain and the A1.5 million ofaccrued interest paid to the CdC as part of the final settlement agreement.

Foreign Exchange Results

Foreign exchange results was negative A5.0 million in the first nine months of 2013 as compared toA4.8 million in the first nine months of 2012.

Income Tax Expense

Income tax expense increased to A41.8 million in the first nine months of 2013 from A40.6 million in thefirst nine months of 2012, reflecting the increased profitability of our international operations.

Net Profit

As a result of the foregoing, net profit, after minority interests, was negative A41.7 million in the first ninemonths of 2013 as compared to A2.6 million in the first nine months of 2012.

Results of Operations by Division

Slots

Nine months endedSeptember 30,

2012 2013 Change

(E in millions)Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 528.4 532.2 3.8Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (158.8) (152.2) 6.6Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369.6 380.0 10.5Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28.7) (24.0) 4.7Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35.1) (35.9) (0.8)Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (188.7) (240.1) (51.4)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50.7) (52.0) (1.3)Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46.2) (41.3) 5.0EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.1 (13.2) (33.3)EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.3 28.0 (38.3)Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.3 64.0 (2.3)

(1) Slots Division EBITDA for the nine months ended September 30, 2013 includes the payment of A36.0 million to the CdC onNovember 15, 2013. Slots Division Adjusted EBITDA for the nine months ended September 30, 2013 excludes the abovementioned payment.

Revenues. Operating revenues from our Slots Division principally represent revenues collected from ourslot machines after prize payouts. Operating revenues also include the revenues from the Sportium sports bettingjoint venture. Operating revenues increased 0.7% from A528.4 million in the first nine months of 2012 to

67

A532.2 million in the first nine months of 2013. Net operating revenues from our Slots Division represent operatingrevenues after variable rent payments made to site owners. Net operating revenues increased 2.8% fromA369.6 million in the nine months ended September 30, 2012 to A380.0 million in the nine months endedSeptember 30, 2013.

In Spain, net operating revenues increased by 1.9% in the first nine months of 2013 as compared to thefirst nine months of 2012 primarily due to the acquisition in July 2013 of four small slot route operator companiesthat operate approximately 4,500 slot machines. The effects of the acquisition in Spain offset the impact of thediscontinuation of underperforming slot machines as well as the economic downturn and smoking ban in Spain.Average revenues per unit increased in the first nine months of 2013 as compared to the first nine months of 2012.We had 25,301 slot machines in operation in Spain as of September 30, 2013 compared to 21,439 units as ofSeptember 30, 2012.

In Italy, net operating revenues increased 3.6% in the first nine months of 2013 as compared to the firstnine months of 2012, primarily due to the addition of VLTs and slot machines. As of September 30, 2013, in Italywe operated 10,580 slot machines and provided third-party interconnection services for an additional 3,876 slotmachines, as compared to the operation of 10,271 slot machines and provision of interconnection services for 4,379slot machines as of September 30, 2012. Our number of installed VLTs increased from 2,170 terminals as ofSeptember 30, 2012 to 2,485 as of September 30, 2013.

Costs and Expenses. Costs and expenses for our Slots Division principally include taxes on gamingactivities, payments to sub-operators under participation agreements, personnel expenditures, depreciation,amortization and impairment expenses and external supplies and services expenses.

Overall costs and expenses for our Slots Division increased by 12.5% to A393.3 million in the first ninemonths of 2013 as compared to A349.5 million in the first nine months of 2012. The key changes in thecomponents of segment operating expenses are as follows:

• Gaming Taxes. Gaming taxes, which in Spain are incurred annually based on a fixed amount for eachmachine but in Italy are incurred at a variable rate based on machine revenues, increased by 27.2%from A188.7 million in the first nine months of 2012 to A240.1 million in the first nine months of 2013.Gaming taxes for the nine months ended September 30, 2013 include the one-time settlement paymentto the CdC of A36.0 million made on November 15, 2013. This increase is also attributable to theincrease in revenues in Italy, the 100 basis point increase in the gaming tax rate in Italy with effectfrom January 1, 2013, and the operation of additional VLTs in Italy, which are subject to a higher taxrate than slot machines. As a percentage of segment net operating revenues, gaming taxes increased to63.2% in the first nine months of 2013 from 51.1% in the first nine months of 2012.

• Personnel Expenses. Personnel expenses include wages and salaries for commercial, collection andtechnical support employees. This expense category increased slightly to A35.9 million in the first ninemonths of 2013 from A35.1 million in the first nine months of 2012.

• Consumption. Consumption expense is primarily comprised of payments to sub-operators. Thisexpense decreased by 16.4% from A28.7 million in the first nine months of 2012 to A24.0 million in thefirst nine months of 2013. This decrease was primarily attributable to lower payments made tosub-operators due to the combination of lower organic slot machine revenues in Spain and the impactof the renegotiation of profit-sharing agreements with slot operators.

• External Supplies and Services. This expense category increased by 2.6% from A50.7 million in the firstnine months of 2012 to A52.0 million in the first nine months of 2013, primarily due to start-up costsassociated with the deployment of VLTs in Italy, including opening new sites and promotional activities.

68

• Depreciation, Amortization and Impairment. Depreciation, amortization and impairment expensesdecreased by 10.8% from A46.2 million in the first nine months of 2012 to A41.3 million in the first ninemonths of 2013. The decrease was primarily attributable to the A5.1 million impairment adjustmentmade in 2012, which partly offset the increase in depreciation costs associated with our investments inslot machines in Spain and slot machines and VLTs in Italy during 2012 and 2013.

EBIT. EBIT for our Slots Division decreased from A20.1 million in the first nine months of 2012 tonegative A13.2 million in the first nine months of 2013.

EBITDA and Adjusted EBITDA. EBITDA for our Slots Division decreased from A66.3 million in the firstnine months of 2012 to A28.0 million in the first nine months of 2013. Adjusted EBITDA decreased by 3.5% fromA66.3 million in the first nine months of 2012 to A64.0 million in the first nine months of 2013. Adjusted EBITDAmargin (Adjusted EBIDTA as a percentage of segment net operating revenues) decreased from 17.9% in the firstnine months of 2012 to 16.8% in the first nine months on 2013. The decrease in Adjusted EBITDA and AdjustedEBITDA margin is primarily due to the effects of the higher VLT gaming tax rate in Italy during 2013, whichincreased by 100 basis points on January 1, 2013.

In Spain, EBITDA increased by 5.9% to A41.4 million in the first nine months of 2013 from A39.2 millionin the first nine months of 2012. This increase was due to the July 2013 acquisition of approximately 4,500 slotmachines and the positive impact of the discontinuation of underperforming slot machines, which offset the effectsof the economic downturn and smoking ban in Spain.

Our Italian business recorded EBITDA of negative A13.4 million in the first nine months of 2013compared to A27.2 million in the first nine months of 2012, reflecting the payment of the CdC settlement. AdjustedEBITDA decreased by 17.0% from A27.2 million in the first nine months of 2012 to A22.6 million in the first ninemonths of 2013. The decrease reflects the combined impact of the higher VLT gaming taxes in Italy during 2013and decreased operating margins at newer VLT locations due to increased competition in the VLT market.

Casinos

Nine months endedDecember 31,

2012 2013 Change

(E in millions)Operating Revenues(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418.8 436.3 17.5Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.9) (2.7) 0.2Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 415.9 433.6 17.7Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9.6) (7.9) 1.7Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (83.4) (88.1) (4.7)Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (79.1) (82.6) (3.5)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90.5) (86.3) 4.2Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53.7) (53.7) 0.0EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.6 115.0 15.4EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.3 168.7 15.4

(1) In accordance with IFRS, with effect from January 1, 2013, Operating revenues are recorded net of Bingo prizes. Bingoprizes refers to the prizes payable on bingo cards. Operating revenues for the nine months ended September 30, 2012 havebeen restated. Operating revenues for the other periods have not been restated.

Revenues. Operating revenues from our casinos primarily comprise revenues from gaming tables and slotmachines located at our casinos. We also generate revenues from restaurant services, admission ticket sales andtips and from bingo operations located at some of our electronic casinos in Latin America. Operating revenuesfrom our casinos increased by 4.2% from A418.8 million in the first nine months of 2012 to A436.3 million in thefirst nine months of 2013.

69

Net operating revenues from our Casinos Division represent operating revenues after variable rentpayments. Net operating revenues increased by 4.3% from A415.9 million in the first nine months of 2012 toA433.6 million in the first nine months of 2013. The increase in revenues is primarily due to the higher revenuesresulting from the expansion of our casinos in Argentina and the installation of additional slot machines in ourbetter performing casinos in Panama. Revenues decreased slightly in Colombia due to the temporary closure ofone hall for renovation and the impact of the depreciation of the Colombian peso against the euro.

Costs and Expenses. Costs and expenses from our casinos principally include personnel expenditures,depreciation, amortization and impairment expenses, taxes on gaming and other operating expenses.

Costs and expenses from our casinos increased from A316.3 million in the first nine months of 2012 toA318.6 million in the first nine months of 2013. The key changes in the components of segment operating expensesare as follows:

• External Supplies and Services. External supplies and services expenses for our Casinos Divisioninclude costs such as security, travel, professional services, sales and marketing, and lease costs for ourcasinos. This expense category decreased to A86.3 million the first nine months of 2013 fromA90.5 million in the first nine months of 2012. As a percentage of net operating revenues, this expensecategory decreased to 19.9% in the first nine months of 2013 compared to 21.8% in the first ninemonths of 2012. The decrease is primarily attributable to the impact of our operating efficienciesprograms.

• Gaming Taxes. Gaming taxes increased commensurate with our revenues by 4.4% to A82.6 million inthe first nine months of 2013 as compared to A79.1 million in the first nine months of 2012.

• Personnel Expenses. Personnel expenses increased 5.6% to A88.1 million in the first nine months of2013 compared to A83.4 million in the first nine months of 2012. As a percentage of net operatingrevenues, this expense category increased to 20.3% in the first nine months of 2013 from 20.1% in thefirst nine months of 2012.

• Depreciation, Amortization and Impairment. Depreciation, amortization and impairment expensesremained unchanged at A53.7 million in the first nine months of 2013, as compared to the first ninemonths of 2012.

• Consumption. Consumption costs principally include ordinary course costs such as playing cards andchips and food and beverage expenses. Consumption expenses decreased to A7.9 million in the first ninemonths of 2013 from A9.6 million in the first nine months of 2012.

EBIT. EBIT from our Casinos Division increased to A115.0 million in the first nine months of 2013 fromA99.6 million in the first nine months of 2012. EBIT margin (EBIT as a percentage of segment net operatingrevenues) for the Casinos Division increased to 26.5% in the first nine months of 2013 from 23.9% in the first ninemonths of 2012.

EBITDA. EBITDA for our Casinos Division increased 10.0% to A168.7 million in the first nine monthsof 2013 from A153.3 million in the first nine months of 2012. EBITDA margin (EBITDA as a percentage ofsegment net operating revenues) increased to 38.9% in the first nine months of 2013 as compared to 36.9% in thefirst nine months of 2012. The EBITDA growth in the first nine of months of 2013 was driven by our casinos inArgentina and Panama. EBITDA for our Colombian casinos decreased due to the temporary closure of one hallfor renovation and the impact of the depreciation of the Colombian peso against the euro. EBITDA for ourSpanish casinos improved slightly. The improvement in EBITDA margin is primarily attributable to operatingefficiencies, the expansion of our existing casino halls in Panama, the installation of additional machines in ourbetter performing halls and the reduction of slot machines in low performing halls.

70

Bingo

Nine months endedSeptember 30,

2012 2013 Change

(E in millions)Operating Revenues(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179.7 167.6 (12.1)Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.7) (6.0) 0.8Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173.0 161.6 (11.4)Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.3) (6.5) 0.8Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32.8) (32.6) 0.2Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59.9) (51.6) 8.3External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53.3) (51.6) 1.7Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23.7) (33.4) (9.7)EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.0) (14.1) (10.2)EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.7 19.3 (0.4)

(1) In accordance with IFRS, with effect from January 1, 2013, Operating revenues are recorded net of Bingo prizes. Bingoprizes refers to the prizes payable on Bingo cards. Operating revenues for the nine months ended September 30, 2012 havebeen restated.

Revenues. Operating revenues from our Bingo Division include revenues from sales of traditional bingocards, net of prize payouts, and revenues from electronic bingo and roulette games and slot machines located inour bingo halls. Operating revenues also include revenues from the Bingo Division’s 20 halls in Mexico, which havea broad entertainment offer, including casino-style slot machines.

The following table set forth the number of bingo halls operated by our Bingo Division as ofSeptember 30, 2013 and 2012:

As of September 30 2012 2013

Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 49Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 11

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 80

Operating revenues from our Bingo Division decreased 6.7% from A179.7 million in the first nine monthsof 2012 to A167.6 million in the first nine months of 2013. Net operating revenues from our Bingo Divisionrepresent operating revenues after variable rent. Net operating revenues decreased by 6.6% from A173.0 million inthe first nine months of 2012 to A161.6 million in the first nine months of 2013. The decrease in revenues isprimarily due to the ongoing effects of the economic downturn and smoking ban in Spain.

Net operating revenues from our bingo halls in Mexico increased by 6.0% to A51.3 million in the firstnine months of 2012 compared to A48.4 million in the first nine months of 2012. The growth in net operatingrevenues is primarily due to the installation of additional slot machines in our better performing bingo halls andthe opening of a new bingo hall in Mexico in July 2013. This increase was partially offset by the closure of onebingo hall in Mexico during the first quarter of 2013.

Costs and Expenses. Costs and expenses from our bingo operations principally include personnelexpenditures, depreciation, amortization and impairment expenses, taxes on gaming and other operating expenses.

71

Costs and expenses for the Bingo Division decreased slightly by 0.7% from A176.9 million in the first ninemonths of 2012 to A175.8 million in the first nine months of 2013, consistent with the decrease in net operatingrevenues. The key changes in the components of segment operating expenses are as follows:

• Gaming Taxes. Gaming taxes decreased by 13.9% to A51.6 million in the first nine months of 2013from A59.9 million in the first nine months of 2012 primarily due to lower revenues in Spain.

• Personnel Expenses. Personnel expenses are primarily comprised of the wages and salaries andemployee benefits of our bingo hall staffs. Personnel expenses decreased by 0.5% from A32.8 million inthe first nine months of 2012 to A32.6 million in the first nine months of 2013. As a percentage ofsegment net operating revenues, personnel expenses increased from 19.0% in the first nine months of2012 to 20.2% in the first nine months of 2013.

• Consumption. Consumption expense for our Bingo Division primarily relate to the ordinary coursematerials required to operate bingo halls, such as food and beverages and bingo supplies. Consumptionexpense decreased 10.5% from A7.3 million in the first nine months of 2012 to A6.5 million in the firstnine months of 2013.

• Depreciation, Amortization and Impairment Expenses. Depreciation, amortization and impairmentexpenses increased from A23.7 million in the first nine months of 2012 to A33.4 million in the first ninemonths of 2013.

• External Supplies and Services. This expense category primarily relates to the costs of the installation ofnew gaming machines in our Mexican bingo halls. External expenses decreased by 3.1% to A51.6 millionin the first nine months of 2013 from A53.3 million in the first nine months of 2012.

EBIT. EBIT from our Bingo Division decreased from negative A4.0 million in the first nine months of2012 to negative A14.1 million in the first nine months of 2013.

EBITDA. EBITDA for our Bingo Division decreased slightly to A19.3 million in the first nine months of2013 from A19.7 million in the first nine months of 2012. EBITDA margin (EBITDA as a percentage of netoperating revenues) increased to 11.9% in the first nine months of 2013 from 11.4% in the first nine months of2012. The decrease in EBITDA is due to the impact of lower net operating revenues in Spain, which more thanoffset the growth in EBITDA from our Mexican bingo halls. The Mexican business contributed EBITDA ofA14.2 million in the first nine months of 2013, as compared to A12.5 million in the first nine months of 2012.

The improvement in EBITDA margin is largely due to operating efficiencies and the improvement in theEBITDA of our Mexican bingo halls.

B2B

Nine months endedSeptember 30,

2012 2013 Change

(E in millions)Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78.0 69.2 (8.7)Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29.2) (23.9) 5.3Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13.8) (13.2) 0.6Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.8) (1.0) (0.1)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15.3) (13.5) 1.8Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.5) (2.6) 0.9EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.3 15.1 (0.2)EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.8 17.7 (1.1)

72

Revenues. The revenues of our B2B Division include revenues from sales of our slot machines andgaming kits and sales of slot machines produced by third parties by our distribution companies. Also included arerevenues generated from supporting the Slots Division in Italy, lottery business in Argentina, and interlinked bingogames in Madrid, Andalusia and Catalonia. Net operating revenues from our B2B Division decreased by 11.2% toA69.2 million in the first nine months of 2013 from A78.0 million in the first nine months of 2012. The decline inrevenues is due to the negative impact of the economic downturn in Spain and the reduction in the overall size ofthe Spanish slot machine market. In addition, a number of slot machine customers have elected to purchase lower-price slot machine kits to change games or upgrade existing slot machines rather than invest in new slot machinescabinets.

Costs and Expenses. Costs and expenses from our B2B Division are comprised principally of cost ofcomponents, direct labor costs, sub-contracting costs, personnel expenditures, depreciation, amortization andimpairment expenses and other expenditures such as research and development costs (to the extent not capitalized)and marketing costs.

Costs and expenses for our B2B Division decreased by 13.6%, from A62.7 million in the first nine monthsof 2012 to A54.2 million in the first nine months of 2013, which cost decrease represents a higher decrease thanour 11.2% decrease in revenues.

The key changes in the components of segment operating expenses are as follows:

• Consumption. Consumption expenses primarily are comprised of purchases of semi-finished andfinished components. Consumption expenses decreased 18.2% from A29.2 million in the first ninemonths of 2012 to A23.9 million in the first nine months of 2013 primarily as a result of lower sales andthe change in sales mix from slot machine cabinets to gaming kits.

• External Supplies and Services. External supplies and services expenses decreased 11.7% fromA15.3 million in the first nine months of 2012 to A13.5 million in the first nine months of 2013.

• Personnel Expenses. Personnel expenses decreased by 4.4% from A13.8 million in the first nine monthsof 2012 to A13.2 million in the first nine months of 2013.

• Depreciation, Amortization and Impairment Expenses. For our B2B Division, this expense categoryincludes depreciation, amortization and impairment expenses and variation in operating provisions.Depreciation, amortization and impairment expenses decreased from A3.5 million in the first ninemonths of 2012 to A2.6 million in the first nine months of 2013.

EBIT. EBIT from our B2B Division decreased from A15.3 million in the first nine months of 2012 toA15.1 million in the first nine months of 2013.

EBITDA. EBITDA for our B2B Division decreased by 6.0% from A18.8 million in the first nine monthsof 2012 to A17.7 million in the first nine months of 2013. EBITDA margin (EBITDA as a percentage of segmentnet operating revenues) improved to 25.5% in the first nine months of 2013 from 24.1% in the first nine months of2012. The increase in EBITDA margin is primarily due to the shift in sales mix to higher margin gaming kits andthe impact of cost and productivity improvement initiatives in relation to our manufacturing activities.

73

On-Line Gaming

Nine months endedSeptember 30,

2012 2013 Change

(E in millions)Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 2.3 1.6Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.0) (0.0) (0.0)Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.7) (1.1) (0.4)Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.2) (0.6) (0.4)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.6) (4.9) (2.2)Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.1) (0.3) (0.2)EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.9) (4.6) (1.6)EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.9) (4.3) (1.4)

Our On-Line Gaming Division commenced operations in Spain and Italy during the third quarter of 2012after obtaining the necessary permissions and licenses. We expect that our On-Line Division will requireapproximately three years to reach EBITDA break even, although there can be no assurance that this will beattained. Our on-line gaming plans do not contemplate any material investments since our operating platform isbased on technology partnerships with global suppliers.

During the first nine months of 2013, EBITDA for the On-Line Gaming Division was negativeA4.3 million. EBITDA has been positively impacted by the reduction of non-recurring start-up expenses incurred in2012.

Years ended December 31, 2012 and 2011

Group Results of Operations

The following table sets forth, by business division, operating revenues, net operating revenues, EBIT andEBITDA for the years ended December 31, 2012 and 2011:

Year ended December 31,

2011 2012 Change

(E in millions)Operating Revenues:

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 706.7 712.4 5.8Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495.5 568.1 72.7Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494.9 476.4 (18.6)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106.2 103.5 (2.7)On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3.4 3.4Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56.5) (46.2) 10.2

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,746.8 1,817.6 70.8

74

Year ended December 31,

2011 2012 Change

(E in millions)Net Operating Revenues:

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 476.2 498.6 22.4Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 490.1 561.4 71.3Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241.2 230.9 (10.2)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106.2 103.5 (2.7)On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1.9 1.9Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56.5) (46.2) 10.2

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,257.2 1,350.0 92.9

Year ended December 31,

2011 2012 Change

(E in millions)EBIT:

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.5 33.5 (1.0)Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105.5 132.4 26.9Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.4) (3.4) 3.1B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.2 17.3 1.1On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (5.6) (5.6)Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14.9) (11.9) 3.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134.9 162.5 27.5

Year ended December 31,

2011 2012 Change

(E in millions)EBITDA:

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.3 93.3 (6.0)Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172.5 203.7 31.2Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.0 25.9 7.9B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.6 22.3 1.7On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (5.4) (5.4)Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20.5) (17.8) 2.7

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290.0 322.0 32.0

(1) Other includes central corporate services and certain inter-segment consolidation adjustments.

Year ended December 31, 2012 compared to year ended December 31, 2011

Group Results of Operations

Net Operating Revenues

Net operating revenues increased by A92.9 million, or 7.4%, to A1,350.0 million in 2012 fromA1,257.2 million in 2011. The increase in net operating revenues was primarily due to the growth in revenues fromthe Latin American casinos and the Italian slots businesses, which offset the decline in revenues from the BingoDivision and B2B Division and our slots and casinos businesses in Spain.

75

EBIT

EBIT increased from A134.9 million in 2011 to A162.5 million in 2012. EBIT margin (EBIT as apercentage of net operating revenues) was 12.0% in 2012 as compared to 10.7% in 2011.

EBITDA

EBITDA increased 11.0% from A290.0 million in 2011 to A322.0 million in 2012. EBITDA margin(EBITDA as a percentage of net operating revenues) was 23.9% in 2012 as compared to 23.1% in 2011. EBITDAgrowth was primarily attributable to the performance of our Latin American casinos in Argentina, Colombia andPanama, which offset the decreased EBITDA from our Slots Division. The Bingo Division and the B2B Divisionalso contributed, to a lesser extent, to the growth in EBITDA.

Financial Results

Financial result was negative A90.5 million in 2012 as compared to negative A96.8 million in 2011.Financial result in 2011 was adversely impacted by one-time costs of A23.2 million associated with the redemptionof the 2012 Notes.

Foreign Exchange Results

Foreign exchange results was negative A6.3 million in 2012 as compared to negative A6.2 million in 2011.

Income Tax Expense

Income tax expense increased to A56.1 million in 2012 from A43.7 million in 2011, reflecting the increasedprofitability of our international operations and our losses in Spain, partially offset by a provision related to ourinability to utilize Spanish tax credits.

Net Profit

As a result of the foregoing, net profit, after minority interests, was A0.2 million in 2012 as compared tonegative A25.4 million in 2011.

Results of Operations by Division

Slots

Year ended December 31,

2011 2012 Change

(E in millions)Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 706.7 712.5 5.8Bingo prizes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.8) (0.8)Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (230.5) (213.1) 17.5Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 476.2 498.6 22.4Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (41.9) (39.0) 2.9Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46.2) (46.8) (0.7)Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (222.3) (250.1) (27.9)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (66.5) (69.3) (2.8)Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (64.8) (59.8) 5.1EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.5 33.5 (1.0)EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.3 93.3 (6.0)

76

Revenues. Operating revenues from our Slots Division principally represent revenues collected from ourslot machines before prize payouts. Operating revenues also include the revenues from the Sportium sports bettingjoint venture. Operating revenues increased 0.8% from A706.7 million in 2011 to A712.5 million in 2012. Netoperating revenues from our Slots Division represent operating revenues after bingo prizes and variable rentpayments made to site owners. Net operating revenues increased 4.7% from A476.2 million in the year endedDecember 31, 2011 to A498.6 million in the year ended December 31, 2012.

In Spain, net operating revenues decreased by 0.4% in 2012 as compared to 2011, principally due to thenegative effects of the smoking ban in Spain and of the economic downturn. The number of slot machinesdecreased marginally as a result of our strategy to increase the quality of our slots portfolio through the disposal ofunderperforming slot machines and sites and the pursuit of highly-selective acquisitions. Average revenues per unitincreased in 2012 as compared to 2011. We had 20,813 slot machines in operation in Spain as of December 31,2012 compared to 22,310 units as of December 31, 2011.

In Italy, net operating revenues increased 9.1% in 2012 as compared to 2011, primarily due to the steadygrowth and diversification of our operations in Italy through the addition of 561 VLTs and 419 AWP slot machines.As of December 31, 2012, in Italy we operated 10,413 slot machines and provided third-party interconnectionservices for an additional 4,141 slot machines, as compared to the operation of 9,994 slot machines and provisionof interconnection services for 4,666 slot machines as of December 31, 2011. We have installed over 2,200 VLTs inItaly as of December 31, 2012, and expect to complete during 2013 the deployment of the entire 2,583 VLTs forwhich we have secured a license.

Costs and Expenses. Costs and expenses for our Slots Division principally include taxes on gamingactivities, payments to sub-operators under participation agreements, personnel expenditures, depreciation,amortization and impairment expenses and external supplies and services expenses.

Overall costs and expenses for our Slots Division increased by 5.3% to A465.0 million in 2012 ascompared to A441.7 million in 2011. As a percentage of segment net operating revenues, costs and expenses were93.3% in 2012 and 92.8% in 2011. The key changes in the components of segment operating expenses are asfollows:

• Gaming Taxes. Gaming taxes, which in Spain are incurred annually based on a fixed amount for eachmachine but in Italy are incurred at a variable rate based on machine revenues, increased by 12.5%from A222.3 million in 2011 to A250.1 million in 2012. This increase is largely attributable to theincrease in revenues in Italy, the 200 basis point increase in the gaming tax rate in Italy with effectfrom January 1, 2012, and the operation of additional VLTs in Italy, which are subject to a higher taxrate than slot machines. As a percentage of segment net operating revenues, gaming taxes increased to50.2% in 2012 from 46.7% in 2011.

• Personnel Expenses. Personnel expenses include wages and salaries for commercial, collection andtechnical support employees. This expense category increased slightly to A46.8 million in 2012 fromA46.2 million in 2011.

• Consumption. Consumption expense is primarily comprised of payments to sub-operators. Thisexpense decreased by 6.9% from A41.9 million in 2011 to A39.0 million in 2012. This decrease wasprimarily attributable to lower payments made to sub-operators due to the decline in slot machinerevenues in Spain.

• External Supplies and Services. This expense category increased by 4.2% from A66.5 million in 2011 toA69.3 million in 2012, primarily due to start-up costs associated with the deployment of VLTs in Italy,including opening new sites and promotional activities.

77

• Depreciation, Amortization and Impairment. Depreciation, amortization and impairment expensesdecreased by 7.8% from A64.8 million in 2011 to A59.8 million in 2012. The decrease was primarilyattributable to the impact of an impairment adjustment in 2011 that offset the increase of thedepreciation costs associated with our investment in slot machines in Italy and Spain in 2011 and 2012.In 2011 and 2012, an impairment charge of A12.0 million and A5.2 million was recorded, respectively.

EBIT. EBIT for our Slots Division decreased from A34.5 million in 2011 to A33.5 million in 2012. EBITmargin (EBIT as a percentage of segment net operating revenues) decreased from 7.2% in 2011 to 6.7% in 2012.

EBITDA. EBITDA for our Slots Division decreased from A99.3 million in 2011 to A93.3 million in 2012.EBITDA margin (EBITDA as a percentage of segment net operating revenues) decreased from 20.9% in 2011 to18.7% in 2012.

In Spain, EBITDA decreased by 2.8% to A52.6 million in 2012 from A54.2 million in 2011. EBITDA wasimpacted in 2012 by lower revenues due to the ongoing effects of the economic downturn and the smoking ban inSpain.

Our Italian business recorded EBITDA of A40.7 million in 2012 compared to A45.2 million in 2011. TheEBITDA decrease in Italy is primarily due to the 200 basis point increase in the gaming tax rate with effect fromJanuary 1, 2012.

Casinos

Year ended December 31,

2011 2012 Change

(E in millions)Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495.5 568.1 72.7Bingo prizes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.7) (2.7) 0.0Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.7) (4.0) (1.3)Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 490.1 561.4 71.3Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12.0) (12.8) (0.8)Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (98.3) (113.9) (15.6)Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (94.0) (107.3) (13.3)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (113.3) (123.7) (10.4)Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (67.0) (71.3) (4.3)EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105.5 132.4 26.9EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172.5 203.7 31.2

Revenues. Operating revenues from our casinos primarily comprise revenues from gaming tables and slotmachines located at our casinos. We also generate revenues from restaurant services, admission ticket sales andtips and from bingo operations located at some of our electronic casinos in Latin America. Operating revenuesfrom our casinos increased by 14.7% from A495.5 million in 2011 to A568.1 million in 2012.

Net operating revenues from our Casinos Division represent operating revenues after payment of bingoprizes and variable rent payments. Net operating revenues increased by 14.6% from A490.1 million in 2011 toA561.4 million in 2012. The increase in revenues is primarily due to our Latin American casinos, and the positiveeffect of the appreciation of the U.S. dollar and the Colombian peso against the euro. Revenues benefited fromthe expansion of our existing casino halls in Panama and Colombia and the installation of additional machines inour better performing halls, including Casino de Rosario. Net operating revenues from our Spanish casinosdecreased 19.8% in 2012 as compared to 2011, largely due to the impact of the economic downturn and thesmoking ban in Spain.

78

Costs and Expenses. Costs and expenses from our casinos principally include personnel expenditures,depreciation, amortization and impairment expenses, taxes on gaming and other operating expenses.

Costs and expenses from our casinos increased to A429.0 million in 2012 compared to A384.6 million in2011. The key changes in the components of segment operating expenses are as follows:

• External Supplies and Services. External supplies and services expenses for our Casinos Divisioninclude costs such as security, travel, professional services, sales and marketing, and lease costs for ourcasinos. This expense category increased 9.2% to A123.7 million in 2012 from A113.3 million in 2011. Asa percentage of net operating revenues, this expense category decreased to 22.0% in 2012 compared to23.1% in 2011.

• Gaming Taxes. Gaming taxes increased by 14.2% to A107.3 million in 2012 as compared toA94.0 million in 2011. The increase is primarily due to higher gaming tax rates in Panama and inArgentina.

• Personnel Expenses. Personnel expenses increased 15.9% to A113.9 million in 2012 compared toA98.3 million in 2011. As a percentage of net operating revenues, this expense category increased to20.3% in 2012 from 20.1% in 2011.

• Depreciation, Amortization and Impairment. Depreciation, amortization and impairment expensesincreased to A71.3 million in 2012 from A67.0 million in 2011. The increase is primarily attributable tothe investments made in 2011 and 2012 in our casinos in Panama, Colombia and Argentina.

• Consumption. Consumption expenses increased to A12.8 million in 2012 from A12.0 million in 2011.

EBIT. EBIT from our Casinos Division increased to A132.4 million in 2012 from A105.5 million in 2011.EBIT margin (EBIT as a percentage of segment net operating revenues) for the Casinos Division increased to23.6% in 2012 from 21.5% in 2011.

EBITDA. EBITDA for our Casinos Division increased 18.1% to A203.7 million in 2012 fromA172.5 million in 2011. EBITDA margin (EBITDA as a percentage of segment net operating revenues) increasedto 36.3% in 2012 as compared to 35.2% in 2011. The EBITDA growth in 2012 was driven by our casinos in LatinAmerica, particularly Panama and Colombia. The improvement in EBITDA margin is attributable to operatingefficiencies, the expansion of our existing casino halls in Panama and Colombia and the installation of additionalmachines in our better performing halls. EBITDA for our Spanish casinos was flat.

79

Bingo

Year ended December 31,

2011 2012 Change

(E in millions)Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494.9 476.4 (18.6)Bingo prizes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (245.0) (236.2) 8.8Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8.7) (9.2) (0.5)Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241.2 230.9 (10.2)Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12.6) (10.1) 2.5Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48.9) (44.1) 4.7Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92.8) (78.5) 14.3External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (68.9) (72.2) (3.4)Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24.5) (29.2) (4.8)EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.4) (3.4) 3.1EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.0 25.9 7.9

Revenues. Operating revenues from our Bingo Division include revenues from sales of traditional bingocards before prize payouts and revenues from electronic bingo and roulette games and slot machines located in ourbingo halls. Operating revenues also include revenues from the Bingo Division’s halls in Mexico, which have abroad entertainment offer, including casino-style slot machines.

The following table set forth the number of bingo halls operated by our Bingo Division as ofDecember 31, 2012 and 2011:

As of December 31 2011 2012

Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 49Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 21Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 80

Operating revenues from our Bingo Division decreased 3.8% from A494.9 million in 2011 toA476.4 million in 2012. Net operating revenues from our Bingo Division represent operating revenues after prizepayouts and variable rent. Net operating revenues decreased by 4.3% from A241.2 million in 2011 to A230.9 millionin 2012. The decrease in revenues is primarily due to the ongoing effects of the economic downturn and smokingban in Spain and the closure of underperforming halls in Spain in the third and fourth quarters of 2011.

Operating revenues from our bingo halls in Mexico increased by 8.7% to A76.4 million in 2012 comparedto A70.3 million in 2011 due to the expansion and the installation of additional slot machines in our betterperforming halls. The overall increase in revenues was despite the adverse impact of the temporary removal ofcertain types of multiplayer slot machines from our bingo halls in August 2011 and the residual impact onattendance of the events associated with the criminal arson attack on a competitor’s hall in 2011.

Costs and Expenses. Costs and expenses from our bingo operations principally include personnelexpenditures, depreciation, amortization and impairment expenses, taxes on gaming and other operating expenses.

80

Costs and expenses for the Bingo Division decreased by 5.4% from A247.6 million in 2011 toA234.3 million in 2012, consistent with the decrease in net operating revenues. The key changes in the componentsof segment operating expenses are as follows:

• Gaming Taxes. Gaming taxes decreased by 15.5% to A78.5 million in 2012 from A92.8 million in 2011primarily due to lower revenues in Spain.

• Personnel Expenses. Personnel expenses are primarily comprised of the wages and salaries andemployee benefits of our bingo hall staffs. Personnel expenses decreased by 9.7% from A48.9 million in2011 to A44.1 million in 2012. As a percentage of segment net operating revenues, personnel expensesdecreased from 20.3% in 2011 to 19.1% in 2012 primarily due to the reduction of the number of hallsin operation.

• Consumption. Consumption expense for our Bingo Division primarily relate to the ordinary coursematerials required to operate bingo halls, such as food and beverages and bingo supplies. Consumptionexpense decreased 19.6% from A12.6 million in 2011 to A10.1 million in 2012. The decrease wasprimarily attributable to the reduction in the number of halls in operation.

• Depreciation, Amortization and Impairment Expenses. Depreciation, amortization and impairmentexpenses increased from A24.5 million in 2011 to A29.2 million in 2012. The increase was primarilyattributable to the investments made in our Mexican business and the impact of an impairmentadjustment recorded in 2012. In 2012, an impairment charge of A7.6 million was recorded, compared toan impairment charge of A3.3 million in 2011.

• External Supplies and Services. This expense category primarily relates to the costs of the expansion of,and installation of new gaming machines in our Mexican bingo halls. External expenses increased by5.0% to A72.2 million in 2012 from A68.9 million in 2011.

EBIT. EBIT from our Bingo Division increased from negative A6.4 million in 2011 to negativeA3.4 million in 2012.

EBITDA. EBITDA for our Bingo Division improved to A25.9 million in 2012 from A18.0 million in 2011.EBITDA margin (EBITDA as a percentage of net operating revenues) increased to 11.2% in 2012 from 7.5% in2011. The Mexican business contributed EBITDA of A17.4 million in 2012, as compared to A12.4 million in 2011.

The improvement in EBITDA and EBITDA margin is largely due to the closure of underperformingbingo halls in Spain during 2011 and the positive performance of our Mexican operations. In Mexico, despite adifficult operating environment, EBITDA remained stable due to operating efficiencies and the expansion of, andinstallation of additional slot machines in, our better performing bingo halls.

81

B2B

Year ended December 31,

2011 2012 change

(E in millions)Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106.2 103.5 (2.7)Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45.0) (39.8) 5.2Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19.4) (18.9) 0.5Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.0) (1.1) (0.1)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20.1) (21.4) (1.2)Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.3) (5.0) (0.6)EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.2 17.3 1.1EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.6 22.3 1.7

Revenues. The revenues of our B2B Division include revenues from sales of our slot machines andgaming kits and sales of slot machines produced by third parties by our distribution companies. Also included arerevenues generated from supporting the Slots Division in Italy, lottery business in Argentina, and interlinked bingogames in Madrid, Andalusia and Catalonia. Net operating revenues from our B2B Division decreased by 2.5% toA103.5 million in 2012 from A106.2 million in 2011. The decline in revenues is due to the negative impact of theeconomic downturn in Spain. Furthermore, a number of slot machine customers have elected to purchase lower-price slot machine kits to change games or upgrade existing slot machines rather than invest in new slot machines.

Costs and Expenses. Costs and expenses from our B2B Division are comprised principally of cost ofcomponents, direct labor costs, sub-contracting costs, personnel expenditures, depreciation, amortization andimpairment expenses and other expenditures such as research and development costs (to the extent not capitalized)and marketing costs.

Costs and expenses for our B2B Division decreased by 4.2%, from A89.9 million in 2011 to A86.2 millionin 2012, which cost decrease represents a higher decrease than our 2.5% decrease in revenues.

The key changes in the components of segment operating expenses are as follows:

• Consumption. Consumption expenses primarily are comprised of purchases of semi-finished andfinished components. Consumption expenses decreased 11.6% from A45.0 million in 2011 toA39.8 million in 2012 primarily as a result of lower sales.

• External Supplies and Services. External supplies and services expenses increased 6.0% fromA20.1 million in 2011 to A21.4 million in 2012.

• Personnel Expenses. Personnel expenses decreased by 2.5% from A19.4 million in 2011 to A18.9 millionin 2012.

• Depreciation, Amortization and Impairment Expenses. For our B2B Division, this expense categoryincludes depreciation, amortization and impairment expenses and variation in operating provisions.Depreciation, amortization and impairment expenses increased from A4.3 million in 2011 to A5.0 millionin 2012.

EBIT. EBIT from our B2B Division increased from A16.2 million in 2011 to A17.3 million in 2012.

EBITDA. EBITDA for our B2B Division increased by 8.2% from A20.6 million in 2011 to A22.3 millionin 2012. EBITDA margin (EBITDA as a percentage of segment net operating revenues) improved to 21.5% in

82

2012 from 19.4% in 2011. The increase in EBITDA and EBITDA margin are primarily due to the impact of costand productivity improvement initiatives in relation to our manufacturing activities.

On-Line Gaming

Our On-Line Gaming Division commenced operations in Spain and Italy during the third quarter of 2012after obtaining the necessary permissions and licenses. Our on-line gaming plans do not contemplate any materialinvestments since our operating platform is based on technology partnerships with global suppliers.

During 2012, EBITDA for the On-Line Gaming Division was negative A5.4 million, due to initial start upcosts.

Years ended December 31, 2011 and 2010

Group Results of Operations

The following table sets forth, by business division, operating revenues, net operating revenues, EBIT andEBITDA for the years ended December 31, 2010 and 2011:

Year ended December 31,

2010 2011 Change

(E in millions)Operating Revenues:

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 642.1 706.7 64.6Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466.9 495.5 28.6Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 606.1 494.9 (111.2)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.6 106.2 14.6Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32.5) (56.5) (24.0)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,774.2 1,746.8 (27.4)

Year ended December 31,

2010 2011 Change

(E in millions)Net Operating Revenues:

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434.5 476.2 41.7Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 461.3 490.1 28.8Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289.6 241.2 (48.4)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.6 106.2 14.6Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32.5) (56.5) (24.0)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,244.5 1,257.2 12.7

Year ended December 31,

2010 2011 Change

(E in millions)EBIT:

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.7 34.5 (4.2)Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.1 105.5 24.4Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5.9) (6.4) (0.6)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.0 16.2 3.2Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11.9) (14.9) (3.0)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115.0 134.9 19.9

83

Year ended December 31,

2010 2011 Change

(E in millions)EBITDA:

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88.4 99.3 11.0Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142.2 172.5 30.3Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.9 18.0 (12.9)B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.4 20.6 4.2Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17.8) (20.5) (2.6)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260.0 290.0 30.0

(1) Other includes central corporate services and certain inter-segment consolidation adjustments.

Year ended December 31, 2011 compared to year ended December 31, 2010

Group Results of Operations

Net Operating Revenues

Net operating revenues increased slightly by A12.7 million, or 1.0%, to A1,257.2 million in 2011 fromA1,244.5 million in 2010. The increase in net operating revenues was primarily due to the growth in revenues fromthe Latin American casinos and the Italian slots businesses, which offset the decline in revenues from the BingoDivision and slots and casinos businesses in Spain. The revenues from the B2B Division also improved in 2011 dueto the success of the Division’s games as more operators updated or replaced their existing slot machine offering.

EBIT

EBIT increased from A115.0 million in 2010 to A134.9 million in 2011. EBIT margin (EBIT as apercentage of net operating revenues) was 10.7% in 2011 as compared to 9.2% in 2010.

EBITDA

EBITDA increased 11.5% from A260 million in 2010 to A290 million in 2011. EBITDA margin (EBITDAas a percentage of net operating revenues) was 23.1% in 2011 as compared to 20.9% in 2010. EBITDA growth wasprimarily attributable to the performance of our Latin American casinos in Argentina, Colombia and Panama,which offset the decreased EBITDA from our Bingo Division. The Italian slot operations (VLTs) and the B2BDivision also contributed to the growth in EBITDA.

Financial Results

Financial result was negative A96.8 million in 2011 as compared to negative A82.7 million in 2010. Theincrease is primarily due to higher levels of indebtedness and higher interest rates during 2011, and A23.2 millionof non-recurring interest, fees and expenses associated with the issuance of A280 million of the 2018 Notes and theredemption of A200 million of the 2012 Notes.

Foreign Exchange Results

Foreign exchange results increased to negative A6.2 million in 2011 as compared to negative A0.5 millionin 2010. This increase was primarily attributable to the depreciation of the U.S. dollar against the euro during2011.

84

Income Tax Expense

Income tax expense increased to A43.7 million in 2011 from A33.0 million in 2010, reflecting a negativeimpact in changes in our revenue mix due to the inability to utilize Spanish tax credits on international taxableearnings.

Net Profit

As a result of the foregoing, net profit, after minority interests, was negative A25.4 million in 2011 ascompared to negative A19.0 million in 2010.

Results of Operations by Division

Slots

Year ended December 31,

2010 2011 Change

(E in millions)Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 642.1 706.7 64.6Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (207.6) (230.5) (22.9)Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434.5 476.2 41.7Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32.6) (41.9) (9.3)Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45.6) (46.2) (0.6)Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (211.5) (222.3) (10.8)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56.4) (66.5) (10.1)Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (49.7) (64.8) (15.2)EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.7 34.5 (4.2)EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88.4 99.3 11.0

Revenues. Operating revenues from our Slots Division principally represent revenues collected from ourslot machines after prize payouts. Operating revenues also include the revenues from the Sportium sports bettingjoint venture. Operating revenues increased 10.1% from A642.1 million in 2010 to A706.7 million in 2011. Netoperating revenues from our Slots Division represent operating revenues after variable rent payments made to siteowners. Net operating revenues increased 9.6% from A434.5 million in the year ended December 31, 2010 toA476.2 million in the year ended December 31, 2011.

In Spain, net operating revenues decreased by 11.2% in 2011 as compared to 2010, principally due to thenegative effects of the smoking ban in Spain and of the economic downturn. The number of slot machinesdecreased marginally as a result of our strategy to increase the quality of our slots portfolio through the disposal ofunderperforming slot machines and sites and the pursuit of highly-selective acquisitions. Average revenues per unitdecreased in 2011 as compared to 2010. We had 22,310 slot machines in operation in Spain as of December 31,2011 compared to 22,388 units as of December 31, 2010.

In Italy, net operating revenues increased 37.0% in 2011 as compared to the prior period, primarily dueto the steady growth and diversification of our operations in Italy through the addition of 1,027 VLTs in 2011. Asof December 31, 2011, in Italy we operated 9,994 slot machines and provided third-party interconnection servicesfor an additional 4,666 slot machines, as compared to the operation of 9,937 slot machines and provision ofinterconnection services for 4,222 slot machines as of December 31, 2010. We had installed 1,686 VLTs in Italy asof December 31, 2011.

85

Costs and Expenses. Costs and expenses for our Slots Division principally include taxes on gamingactivities, payments to sub-operators under participation agreements, personnel expenditures, depreciation,amortization and impairment expenses and external supplies and services expenses.

Overall costs and expenses for our Slots Division increased by 11.6% to A441.7 million in 2011 ascompared to A395.8 million in 2010. As a percentage of segment net operating revenues, costs and expenses were92.8% in 2011 and 91.1% in 2010. The key changes in the components of segment operating expenses are asfollows:

• Gaming Taxes. Gaming taxes, which in Spain are incurred annually based on a fixed amount for eachmachine but in Italy are incurred at a variable rate based on machine revenues, increased by 5.1% fromA211.5 million in 2010 to A222.3 million in 2011. This increase is largely attributable to the increase inrevenues in Italy and the operation of additional VLTs in Italy, which are subject to a higher tax ratethan slot machines. As a percentage of segment net operating revenues, gaming taxes decreased to46.7% in 2011 from 48.7% in 2010.

• Personnel Expenses. Personnel expenses include wages and salaries for commercial, collection andtechnical support employees. This expense category remained largely unchanged, increasing slightly toA46.2 million in 2011 from 45.6 million in 2010.

• Consumption. Consumption expense is primarily comprised of payments to sub-operators. Thisexpense increased by 28.4% from A32.6 million in 2010 to A41.9 million in 2011. This increase wasprimarily attributable to the operation of additional VLTs in Italy and the corresponding paymentsunder profit-sharing arrangements for certain of our VLTs in Italy.

• External Supplies and Services. This expense category increased by 17.9% from A56.4 million in 2010 toA66.5 million in 2011 due to start-up costs associated with the deployment on VLTs in Italy, includingopening new sites and promotional activities.

• Depreciation, Amortization and Impairment. Depreciation, amortization and impairment expensesincreased by 30.6% from A49.7 million in 2010 to A64.8 million in 2011. The increase was primarilyattributable to impairment loss of A12.0 million related to our gaming arcades in Spain recorded in2011.

EBIT. EBIT for our Slots Division decreased from A38.7 million in 2010 to A34.5 million in 2011. EBITmargin (EBIT as a percentage of segment net operating revenues) decreased from 8.9% in 2010 to 7.2% in 2011.

EBITDA. EBITDA for our Slots Division increased from A88.4 million in 2010 to A99.3 million in 2011.EBITDA margin (EBITDA as a percentage of segment net operating revenues) increased from 20.3% in 2010 to20.9% in 2011. The increase in EBITDA margin is primarily attributable to the higher margins of our expandedand more diversified Italian operations, which growth more than offset the decreased EBITDA from our Spanishoperations.

In Spain, EBITDA decreased to A54.2 million in 2011 compared to A69.3 million in 2010. EBITDA wasimpacted in 2011 by lower revenues due to the negative effects of the smoking ban and the economic downturn.

Our Italian business recorded EBITDA of A45.2 million in 2011 compared to A19.1 million in 2010. TheEBITDA improvement in Italy is primarily due to the deployment of an additional 1,027 VLTs in Italy. We believethat our Italian VLT business in 2011 benefited from our rapid deployment of VLTs in attractive locations in theItalian market, and expect that this deployment may slow down during 2012 and that revenues per machine maydecrease due to the expected increase in total installed VLTs. The EBITDA of our Italian AWP slots business alsoimproved due to a focus on optimizing profitability.

86

Casinos

Year ended December 31,

2010 2011 Change

(E in millions)Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466.9 495.5 28.6Bingo prizes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.1) (2.7) 0.5Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.5) (2.7) (0.2)Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 461.3 490.1 28.8Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10.8) (12.0) (1.2)Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (98.5) (98.3) 0.2Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (82.5) (94.0) (11.5)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (127.3) (113.3) 14.0Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (61.1) (67.0) (5.9)EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.1 105.5 24.4EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142.2 172.5 30.3

Revenues. Operating revenues from our casinos primarily comprise revenues from gaming tables and slotmachines located at our casinos. We also generate revenues from restaurant services, admission ticket sales andtips and from bingo operations located at some of our electronic casinos in Latin America. Operating revenuesfrom our casinos increased by 6.1% from A466.9 million in 2010 to A495.5 million in 2011.

Net operating revenues from our Casinos Division represent operating revenues after payment of bingoprizes and variable rent payments. Net operating revenues increased by 6.2% from A461.3 million in 2010 toA490.1 million in 2011. The increase in revenue is primarily due to the growth in revenues from our casinos inArgentina, Colombia and Panama, partially offset by a decline in revenues from our Spanish casinos, the impact ofthe suspension of operations of our two casinos in Venezuela, the closure of our casino in Ecuador and thedepreciation of the U.S. dollar and Latin American currencies against the euro. In Argentina, the revenue growthwas primarily attributable to the Rosario casino. In Colombia, the increase in revenues is partly due to the impactof the acquisition of the Unidelca casinos in May 2010. Net operating revenues from our Spanish casinosdecreased 1.3% in 2011 as compared to 2010, largely due to the impact of the economic downturn in Spain andpartially offset by the full-year effect of our Casino de Valencia, which opened in August 2010.

Costs and Expenses. Costs and expenses from our casinos principally include personnel expenditures,depreciation, amortization and impairment expenses, taxes on gaming and other operating expenses.

Costs and expenses from our casinos increased to A384.6 million in 2011 compared to A380.2 million in2010. The key changes in the components of segment operating expenses are as follows:

• External Supplies and Services. External supplies and services expenses for our Casinos Divisioninclude costs such as security, travel, professional services, sales and marketing, and lease costs for ourcasinos. This expense category decreased 11.0% to A113.3 million from A127.3 million in 2010. As apercentage of net operating revenues, this expense category decreased to 23.1% in 2011 compared to27.6% in 2010.

• Gaming Taxes. Gaming taxes increased by 14.0% to A94.0 million in 2011 as compared to A82.5 millionin 2010. The increase is primarily due to the growth in revenues generally and increased revenues fromPanama and our Rosario casino in Argentina, both of which are subject to a relatively higher gamingtax rate.

• Personnel Expenses. Personnel expenses remained largely unchanged at A98.3 million in 2011 comparedto A98.5 million in 2010. As a percentage of net operating revenues, this expense category decreased to20.0% in 2011 from 21.4% in the 2010.

87

• Depreciation, Amortization and Impairment. Depreciation, amortization and impairment expensesincreased to A67.0 million in 2011 from A61.1 million in 2010. The increase is primarily attributable to aA6.7 million provision that we recorded in connection with the suspension by the Venezuelan gamingauthorities of all casino operations in the country, including our two casino businesses.

• Consumption. Consumption expenses increased to A12.0 million in 2011 from A10.8 million in 2010.The increase was primarily attributable to growth in revenues from Panama and our Rosario casino inArgentina.

EBIT. EBIT from our Casinos Division increased to A105.5 million in 2011 from A81.1 million in 2010.EBIT margin (EBIT as a percentage of segment net operating revenues) for the Casinos Division increased to21.5% in 2011 from 17.6% in 2010.

EBITDA. EBITDA for our Casinos Division increased 21.3% to A172.5 million in 2011 fromA142.2 million in 2010. EBITDA margin (EBITDA as a percentage of segment net operating revenues) increasedto 35.2% in 2011 as compared to 30.8% in 2010. The EBITDA growth in 2011 was driven by our casinos inColombia, Argentina and Panama. The improvement is primarily due to the selective expansion of existing gamingareas to accommodate additional slot machines, the achievement of synergies in connection with the integration ofUnidelca in Colombia, the improvement of our table games mix and the growth in our customer base andoperational improvements at the Rosario casino, Albrook Panama and Casino de Valencia. The increase inEBITDA was partly offset by the decline in EBITDA for our Spanish casinos and the suspension of casinooperations in Venezuela.

Bingo

Year ended December 31,

2010 2011 Change

(E in millions)Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 606.1 494.9 (111.2)Bingo prizes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (306.9) (245.0) 61.9Variable rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9.6) (8.7) 0.9Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289.6 241.2 (48.4)Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18.7) (12.6) 6.1Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (49.9) (48.9) 1.0Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (120.1) (92.8) 27.2External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (70.1) (68.9) 1.2Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36.8) (24.5) 12.3EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5.9) (6.4) (0.6)EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.9 18.0 (12.9)

Revenues. Operating revenues from our Bingo Division include revenues from sales of traditional bingocards before prize payouts and revenues from electronic bingo and roulette games and slot machines located in ourbingo halls. Operating revenues also include revenues from the Bingo Division’s 20 halls in Mexico, which have abroad entertainment offer, including casino-style slot machines.

88

The following table sets forth the number of bingo halls operated by our Bingo Division as ofDecember 31, 2011 and 2010:

As ofDecember 31,

2010 2011

Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 51Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 20Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 81

Operating revenues from our Bingo Division decreased 18.4% from A606.1 million in 2010 toA494.9 million in 2011. Net operating revenues from our Bingo Division represent operating revenues after prizepayouts and variable rent. Net operating revenues decreased by 16.7% from A289.6 million in 2010 toA241.2 million in 2011. The decrease in revenues is primarily due to the closure of five bingo halls in Spain and theongoing effects of the smoking ban and of the economic downturn. The five underperforming bingo halls werepermanently closed during the third and fourth quarters of 2011. Overall, net operating revenues in Spaindecreased by 26.2% in 2011 as compared to 2010.

Operating revenues from our bingo halls in Mexico increased by 4.2% to A70.3 million in 2011 comparedto A67.4 million in 2010. Revenues were adversely impacted by the temporary closure of two of our bingo hallsfollowing a nationwide closure of bingo halls ordered to conduct government inspections following arson at acompetitor’s hall in August 2011. The effect of the closures, however, were more than offset by the increase inrevenues, including from the implementation of the ‘‘Casino Life’’ concept and the installation of casino-style slotmachines.

Costs and Expenses. Costs and expenses from our bingo operations principally include personnelexpenditures, depreciation, amortization and impairment expenses, taxes on gaming and other operating expenses.

Costs and expenses for the Bingo Division decreased by 16.2% from A295.5 million in 2010 toA247.6 million in 2011, consistent with the decrease in net operating revenues. The key changes in the componentsof segment operating expenses are as follows:

• Gaming Taxes. Gaming taxes decreased by 22.7% to A92.8 million in 2011 from A120.1 million in 2010primarily due to lower revenues in Spain.

• Personnel Expenses. Personnel expenses are primarily comprised of the wages and salaries andemployee benefits of our bingo hall staffs. Personnel expenses decreased by 2.0% from A49.9 million in2010 to A48.9 million in 2011. The slight decrease was primarily attributable to the reduction in thenumber of halls in operation. As a percentage of segment net operating revenues, personnel expensesincreased from 17.2% in 2010 to 20.3% in 2011, due mainly to the cost of severance.

• Consumption. Consumption expense for our Bingo Division primarily relate to the ordinary coursematerials required to operate bingo halls, such as food and beverages and bingo supplies. Consumptionexpense decreased 32.7% from A18.7 million in 2010 to A12.6 million in 2011. The decrease wasprimarily attributable to the reduction in the number of halls in operation.

• Depreciation, Amortization and Impairment Expenses. Depreciation, amortization and impairmentexpenses decreased from A36.8 million in 2010 to A24.5 million in 2011. We recorded a A3.3 millionimpairment loss in 2011 with respect to Spanish bingo halls that we acquired during the period from2000 to 2004. In 2010, we recorded an impairment loss of A20.0 million with respect to our Spanishbingo halls.

89

• External Supplies and Services. This expense category primarily relates to the costs of the expansion of,and installation of new gaming machines in our Mexican bingo halls. External expenses decreased by1.7% to A68.9 million in 2011 from A70.1 million in 2010 primarily as a result of decreased volumes.

EBIT. EBIT from our Bingo Division declined from negative A5.9 million in 2010 to negativeA6.4 million in 2011.

EBITDA. EBITDA for our Bingo Division declined to A18.0 million in 2011 from A30.9 million in 2010.EBITDA margin (EBITDA as a percentage of net operating revenues) decreased to 7.5% in 2011 from 10.7% in2010. The Mexican business contributed EBITDA of A12.4 million in 2011, as compared to A12.7 million in 2010.

The decline in EBITDA and EBITDA margin is largely due to expenses relating to the closure of fiveunderperforming halls and the negative effects of the smoking ban in Spain, which reduced the overall number ofvisits to our bingo halls. The EBITDA of our Mexican business remained largely unchanged in spite of thetemporary closure of two of our bingo halls by the Mexican authorities. In Spain, we will continue to review theperformance of our bingo hall portfolio.

B2B

Year ended December 31,

2010 2011 Change

(E in millions)Net Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.6 106.2 14.6Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38.2) (45.0) (6.8)Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19.0) (19.4) (0.5)Gaming taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.8) (1.0) (0.2)External supplies and services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17.2) (20.1) (2.9)Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.4) (4.3) (1.0)EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.0 16.2 3.2EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.4 20.6 4.2

Revenues. The revenues of our B2B Division include revenues from sales of our slot machines andgaming kits and sales of slot machines produced by third parties by our distribution companies. Also included arerevenues generated from supporting the Slots Division in Italy, lottery businesses in Argentina and interlinkedbingo games in Madrid, Andalusia and Catalonia. Net operating revenues from our B2B Division increased by16.0% to A106.2 million in 2011 from A91.6 million in 2010. The growth in revenues is due to increased sales ofslot machines in Spain, where we benefited from the popularity of our games offer.

Costs and Expenses. Costs and expenses from our B2B Division are comprised principally of cost ofcomponents, direct labor costs, sub-contracting costs, personnel expenditures, depreciation, amortization andimpairment expenses and other expenditures such as research and development costs (to the extent not capitalized)and marketing costs.

Costs and expenses for our B2B Division increased by 14.5%, from A78.5 million in 2010 to A89.9 millionin 2011, which represents a slightly smaller increase than our increase in revenues.

The key changes in the components of segment operating expenses are as follows:

• Consumption. Consumption expenses primarily are comprised of purchases of semi-finished andfinished components. Consumption expenses increased 17.8% from A38.2 million in 2010 toA45.0 million in 2011.

90

• External Supplies and Services. External supplies and services expenses increased 17.0% fromA17.2 million in 2010 to A20.1 million in 2011.

• Personnel Expenses. Personnel expenses increased by 2.5% from A19.0 million in 2010 to A19.4 millionin 2011.

• Depreciation, Amortization and Impairment Expenses. For our B2B Division, this expense categoryincludes depreciation, amortization and impairment expenses and variation in operating provisions.Depreciation, amortization and impairment expenses increased from A3.4 million in 2010 to A4.3 millionin 2011.

EBIT. EBIT from our B2B Division increased by 24.6% from A13.0 million in 2010 to A16.2 million in2011.

EBITDA. EBITDA for our B2B Division increased by 25.4% from A16.4 million in 2010 to A20.6 millionin 2011. EBITDA margin (EBITDA as a percentage of segment net operating revenues) improved to 19.4% in2011 from 17.9% in 2010. The increase in EBITDA and EBITDA margin are primarily due to the impact of costand productivity improvement initiatives in relation to our manufacturing activities and steady sales growth.

Liquidity and Capital Resources

Historical Cash Flows

The following is a brief description of certain of the line items that are included in our consolidated cashflow statement:

Current account with Nortia Corporation. We have engaged in a variety of transactions with our principalshareholder, Nortia Corporation, that affect our cash flows. During the period under review, the principaltransactions have been purchases of companies from Nortia, transactions pursuant to a cash managementagreement and payments of interest on outstanding balances. See ‘‘Certain Relationships and Related PartyTransactions—Transactions with Nortia.’’ The cash flows related to these transactions are recorded in our cash flowstatement as ‘‘Current account with Nortia—Outflows’’ and ‘‘Current account with Nortia—Inflows.’’

Purchase and development of intangibles. We capitalize those development costs which qualify forrecognition as an asset pursuant to IAS 38 which, in any case, represent a minority portion of the totalexpenditures in research and development linked to our B2B Division. The total cash outflows associated withthese expenditures are included in our cash flow statement as ‘‘Purchase and development of intangibles.’’ UnderIFRS, this line item also includes the amounts we pay to owners of the premises where we have our slot machinesfor exclusivity rights.

Loans granted. We have granted loans to the owners of hotels in the Dominican Republic where we have(or previously had) casinos. Payments with respect to these loans are recorded in ‘‘Loans granted’’ in ourconsolidated cash flow statement.

Purchase of other financial assets. Variations in the amount of securities we own and variations indeposits and warranties primarily relating to deposits with casino site owners are recorded as ‘‘Purchase of otherfinancial assets.’’ This line item also includes deposits with the Italian slots regulator, the AAMS. See‘‘Regulation—Italy’’.

Capital lease payments. Our B2B Division sells slot machines to our Slots Division from time to timepursuant to capital leasing financing provided by financial institutions. Payments of attributable principal undersuch capital leases by our Slots Division are recorded in ‘‘Capital lease payments’’ in our consolidated cash flowstatement, and payments of attributable interest are recorded in ‘‘Interest paid on financial debt.’’ Sales of slot

91

machines by our B2B Division to our Slots Division are treated as intra group sales which are eliminated uponconsolidation and are not recorded as net operating revenues in our profit and loss accounts. The net cash effectof the transfer of slot machines from the B2B Division to the Slots Division is, therefore, (i) the receipt of cash bythe B2B Division from a finance leasing company and (ii) the payment of cash from the Slots Division to theleasing company over time in an aggregate amount which approximates the initial amount received by the B2BDivision upon transfer of the assets to the finance leasing company, plus an additional amount attributable tointerest.

Net foreign exchange differences. This line item shows the effects of differences between initial andperiod-end exchange rates on balances of cash and cash equivalents in currencies other than the euro.

92

Consolidated Cash Flow Statement

Nine monthsended

September 30,

2012 2013

(E in millions)Cash flows from operating activitiesProfit before tax, as per the consolidated profit and loss accounts . . . . . . . . . . . . . . . . . . . . . 52.4 7.5Adjustments for non-cash revenues and expenses:

Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119.3 123.6Allowances for doubtful accounts and inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 2.7Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5 37.2

‘‘Italian Corte dei Conti’’ Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 36.0Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5 1.2

Financial items included in profit before tax:Financial results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58.1 71.8Foreign exchange results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8 5.0

Results on sale of non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1 5.7

Adjusted profit before tax from operations before changes in net operating assets . . . . . . . . . . 241.5 253.5Variations in:

Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.0) 1.8Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.6) 0.4Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11.2) (16.6)Taxes payable on gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8.0) (11.9)Accruals, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.1) (11.7)

Cash generated from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206.6 215.4Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32.0) (38.1)

Net cash flows from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174.6 177.3

Cash flows from (used in) investing activitiesPurchase and development of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . (95.6) (68.5)Purchase and development of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15.8) (18.5)Acquisition of participating companies, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . (10.3) (16.8)Current account with Nortia Corporation—Outflows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (42.3) (73.8)Current account with Nortia Corporation—Inflows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42.3 73.8Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.8 21.9Purchase of other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8.2) (3.1)Interest received on loans granted and cash revenues from other financial assets . . . . . . . . . . . 5.3 5.9

Net cash flows used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (106.7) (79.2)

Cash flows from (used in) financing activitiesProceeds from bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 678.9 932.8Repayment of bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (665.8) (1,014.0)Issuance of bonds (8.75% Senior Notes due 2018) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 101.7Capital lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8.9) (4.7)Interest paid on financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50.8) (57.8)Proceeds from/repayment of other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8.9) (3.6)Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.6) (13.0)

Net cash flows from (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . (60.2) (58.6)

Net variation in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8 39.5Net foreign exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.9) (2.7)Cash and cash equivalents at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.7 55.2

Cash and cash equivalents at September 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.6 92.0

93

Consolidated Cash Flow Statement

Year ended December 31,

2010 2011 2012

(E in millions)Cash flows from operating activitiesProfit before tax, as per the consolidated profit and loss accounts . . . . . . . . . . . . . 22.5 26.8 65.7Adjustments for non-cash revenues and expenses:

Depreciation, amortization and impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . 140.4 149.6 153.4Allowances for doubtful accounts and inventories . . . . . . . . . . . . . . . . . . . . . . . 4.6 5.5 6.2Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 1.8 1.0

Financial items included in profit before tax:Financial results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.7 96.8 90.5Foreign exchange results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 6.2 6.3

Results on sale of non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.4 5.2 (0.1)

Adjusted profit before tax from operations before changes in net operating assets . . 261.0 291.9 323.1Variations in:

Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7 2.2 (9.0)Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.7 0.8 1.7Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4 0.4 0.4Taxes payable on gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.4) 2.5 (10.8)Accruals, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15.2) (11.4) (16.4)

Cash generated from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253.1 286.3 288.9Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26.7) (42.8) (48.9)

Net cash flows from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226.4 243.5 240.0

Cash flows from (used in) investing activitiesPurchase and development of property, plant and equipment . . . . . . . . . . . . . . . . (105.4) (127.5) (127.3)Purchase and development of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35.4) (32.6) (17.5)Acquisition of participating companies, net of cash acquired . . . . . . . . . . . . . . . . . (30.8) (14.9) (11.3)Current account with Nortia Corporation—Outflows . . . . . . . . . . . . . . . . . . . . . . (74.7) (56.8) (61.1)Current account with Nortia Corporation—Inflows . . . . . . . . . . . . . . . . . . . . . . . 74.7 56.8 61.1Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1 4.9 16.2Purchase of other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14.6) (10.4) (2.9)Interest received on loans granted and cash revenues from other financial assets . . . 6.8 6.4 7.2

Net cash flows used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . (178.3) (174.2) (135.6)

Cash flows from (used in) financing activitiesProceeds from bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,071.9 1,093.7 886.3Repayment of bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,098.0) (1,111.0) (874.4)Issuance of bonds (8.75% Senior Notes due 2018) . . . . . . . . . . . . . . . . . . . . . . . . 391.6 285.7 —Repayment of bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (278.0) (239.5) —Purchase/sale of bonds (8.75% Senior Notes due 2018) . . . . . . . . . . . . . . . . . . . . . (10.0) (4.2) 5.1Capital lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12.1) (12.3) (10.8)Interest paid on financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (88.8) (96.3) (93.7)Proceeds from/repayment of other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . — 22.2 (9.9)Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9.6) (5.6) (14.6)

Net cash flows from (used in) financing activities . . . . . . . . . . . . . . . . . . . . . (33.0) (67.3) (112.0)

Net variation in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1 2.0 (7.6)Net foreign exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.2) (0.5) (3.9)Cash and cash equivalents at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.3 65.2 66.7

Cash and cash equivalents at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.2 66.7 55.2

94

Cash Flows from Operating Activities. Our net cash flow from operating activities was A177.3 million inthe first nine months of 2013 as compared to A174.6 million in the first nine months of 2012. EBITDA was lowerin the first nine months of 2013 as compared to the first nine months of 2012 due to the final settlement paymentof A36.0 million made on November 15, 2013, which cash payment is not reflected in net cash flow from operatingactivities for the first nine months of 2013.

Our net cash flow from operating activities was A240.0 million in 2012 as compared to A243.5 million in2011. The difference is principally higher levels of cash used to pay income taxes in 2012, partly offset by higherEBITDA in 2012.

Cash Flows used in Investing Activities. Our net cash flow used in investing activities was A79.2 million inthe first nine months of 2013 as compared to A106.7 million in the first nine months of 2012, reflecting lowercapital expenditure levels in the first nine months of 2013.

Our net cash flow used in investing activities was A135.6 million in 2012 as compared to A174.2 million in2011, reflecting lower capital expenditure levels in 2012.

Cash Flows used in Financing Activities. Our net cash flow used in financing activities was A58.6 millionin the first nine months of 2013 as compared to A60.2 million in the first nine months of 2012.

Our net cash flow used in financing activities was A112.0 million in 2012 as compared to A67.3 million in2011. In 2011, we issued A280.0 million of the 2018 Notes and redeemed the entire A220.0 million principal amountof the outstanding 2012 Notes.

Working Capital Requirements

The following table, which is derived from our consolidated cash flow statement, sets forth movements inour working capital for the periods indicated:

Nine monthsYear ended ended

December 31, September 30,

2010 2011 2012 2012 2013

(E in millions)Variations in:

Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7 2.2 (9.0) (7.0) 1.8Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.7 0.8 1.7 (2.6) 0.4Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4 0.4 0.4 (11.2) (16.6)Tax payable on gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.4) 2.5 (10.8) (8.0) (11.9)Accruals, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15.2) (11.4) (16.4) (6.1) (11.7)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.8) (5.5) (34.1) (34.9) (38.0)

The operation of our various businesses, in the aggregate, is not working capital intensive. Our workingcapital requirements largely arise in our B2B Division. We manage our working capital requirements on acentralized basis at the Group level rather than by business division or by geographic area. We have historicallyfunded our operating cash flow requirements through funds generated from our operations, from borrowings underbank facilities and through funds from other finance sources. Although our Casinos Division and Slots Division dohave certain limited working capital requirements, particularly for cash, we believe that these divisions arecash-generative and fund a substantial portion of the working capital needs of the B2B Division.

Our results of operations can be impacted by the level of allowances for doubtful accounts. Movements inthese allowances are recorded in ‘‘Change in trade provisions’’ in our profit and loss account. Change in tradeprovisions changed from A4.6 million in 2010 to A5.5 million in 2011 to A6.2 million in 2012. During the first nine

95

months of 2013, change in trade provisions was A2.7 million as compared to A4.1 million in the first nine months of2012.

During the period under review, our working capital has been principally driven by the level of demandfor the slot machines of our B2B Division. The total variation in working capital changed from A34.9 million in thefirst nine months of 2012 to A38.0 million in the first nine months of 2013. This change is attributable to a declinein the relative number of full cabinets versus gaming kits ordered by B2B division customers.

We anticipate that our working capital requirements in the foreseeable future will generally be stable.However, these requirements can fluctuate for a variety of factors, including any significant increase in demand forslot machines produced by us.

Capital Expenditures

We define capital expenditures to include the following items of consolidated cash flow statement:‘‘Purchase and development of property, plant and equipment’’ and ‘‘Purchase and development of intangibles.’’The following table, which is derived from our consolidated cash flow statement, sets forth our capital expendituresfor the periods indicated:

Nine monthsYear ended ended

December 31, September 30,

2010 2011 2012 2012 2013

(E in millions)Purchase and development of property, plant and equipment . . . . . . . . . . 105.4 127.5 127.3 95.6 68.5Purchase and development of intangibles . . . . . . . . . . . . . . . . . . . . . . . 35.4 32.6 17.5 15.8 18.5

Total Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140.8 160.1 144.8 111.4 87.0

Our capital expenditures primarily consist of investments to maintain the quality of our facilities, toexpand our capacity in our Slots, Bingos and Casinos Divisions and to fund research and development expendituresmade by our B2B Division. We do not expect to make material capital expenditures in our On-Line GamingDivision. The following table sets forth our capital expenditures by business division:

Nine monthsYear ended ended

December 31, September 30,

2010 2011 2012 2012 2013

(E in millions)Capital expenditures by business divisionSlots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.4 57.2 34.3 27.0 26.4Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68.0 62.8 82.9 63.7 47.3Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.9 36.4 22.3 16.3 10.0B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4 3.3 2.4 1.4 2.2On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 2.9 2.7 0.9Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.4 — 0.3 0.2

Total Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140.8 160.1 144.8 111.4 87.0

Our total capital expenditures for 2010 were A140.8 million. Capital expenditures during 2010 includeapproximately A21.5 million related to the VLT business (including the second concession payment of A19.5 millionmade in November 2010), approximately A14 million for the costs of moving our Monte Picayo casino to the citycenter of Valencia, approximately A21 million related to our Mexican bingo business, including the acquisition ofcasino style slot machines, approximately A15.0 million related to the expansion of casino capacity and theinstallation of new gaming machines in Panama, A18.0 million for the access facilities and new gaming machines for

96

our riverboat casinos in Argentina, and A12.0 million in respect of key money payments for our Slots Division inSpain.

Our total capital expenditures for 2011 were A160.1 million. Our major capital expenditures in 2011included A9.7 million for the deployment of VLTs in Italy, A16.9 million to acquire 1,700 slot machines in Spain,A5.9 million to acquire a 33.3% ownership interest in a gaming hall in Buenos Aires, and A55.4 million inconnection with the expansion and installation of gaming machines in 12 casinos in Argentina, Panama andColombia.

Our total capital expenditures for 2012 were A144.8 million. Our major capital expenditures in 2012included:

• A61.1 million for the expansion of our existing halls in Panama, Colombia and Argentina;

• A11.4 million in connection with the enlargement of key halls in Mexico; and

• A25.9 million to replace 6,700 slot machines in Spain.

Our total capital expenditures and acquisition expenditures for the first nine months of 2013 wereA87.0 million and A16.8 million, respectively. We estimate that our total capital expenditures and acquisitionexpenditures for 2013 will be A130 million and A17 million, respectively. Our major capital expenditures in the firstnine months of 2013 related to investments in slot machines and the expansion of our Latin American casinos. Ouracquisition expenditures in the first nine months of 2013 included the acquisition an ownership interest in foursmall slot route operators in Spain for total cash consideration of A17.1 million. Our capital expenditures in thefourth quarter of 2013 were primarily in respect of slot machines for our Latin American operations.

We estimate that our total capital expenditures and acquisition expenditures for 2014 will beapproximately A130 million and A50 million, respectively, assuming the issuance of the Notes is completed which, asof September 30, 2013, after giving pro forma effect to the offering would have resulted in cash and cashequivalents of A160.4 million. See ‘‘Capitalization’’. We estimate that our maintenance capital expenditures willconstitute approximately A90 million of our total capital expenditures of A130 million for 2014. In addition, weexpect the principal areas of capital expenditures for 2014 to be in slot machines for our Latin American andSpanish businesses.

Contractual Obligations

We have numerous contractual commitments providing for payments pursuant to, among other things,leases for casinos, production plants, warehouses and office facilities, equipment leases, automobile leases andpayments to site owners and sub-operators in our slots businesses. We also have, and will have, paymentobligations pursuant to our outstanding borrowings, including the financial obligations arising from the notes.

97

Our consolidated contractual obligations as of September 30, 2013, after giving pro forma effect to theoffering and the application of the estimated proceeds therefrom, were as follows:

Payments due by period

Less than AfterContractual Obligations Total 1 year 1–3 years 4 years

(E in millions)Long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 971.0 — 66.1 904.9Promissory notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4 2.7 0.7 —Capital lease agreements (short term) . . . . . . . . . . . . . . . . . . . . . . . . 9.8 9.8 — —Other obligations (short term) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92.2 92.2 — —Multigroup and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . 5.0 1.1 3.9 —

Total contractual obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,081.4 105.8 70.7 904.9

Off-Balance Sheet Arrangements

We generally do not utilize off balance sheet arrangements, other than performance bonds for obligationsfor gaming taxes and prizes and other obligations. See note 15 to our 2012 consolidated financial statements and‘‘—Market Risks.’’

Liquidity

Intra Group Funding

The liquidity needs of Cirsa and its subsidiaries are met through a combination of internally generatedcash flow, dividends, intercompany loans, capital contributions, intra-Group payment obligations and paymentsunder management services agreements and other arrangements.

Cirsa’s subsidiaries may be restricted from providing funds to Cirsa and its other subsidiaries (includingCirsa Funding) under some circumstances. Certain subsidiaries are subject to corporate law and contractualrestrictions, including restrictions under debt instruments, that limit their ability to pay dividends or make otherpayments. See ‘‘Risk Factors—Risks relating to the offered notes and this offering—Cirsa is a holding companyand is dependent on payments from its subsidiaries in order to be able to make payments under the funding loans’’and ‘‘Description of Certain Indebtedness.’’

A significant portion of the Group’s revenues and EBITDA is generated by its Latin Americanbusinesses. The Argentine authorities, including the Argentine Central Bank, have, in the past, imposed restrictionsof the transfer of funds outside of Argentina and may do so again in the future. We incur significant expenses inrepatriating funds from our Argentine businesses to Spain. If we were unable to repatriate some or all of its profitsfrom our Latin American businesses, we would not be able to use the cash flow from these businesses to fund theliquidity needs of the other members of the Group.

External Sources of Liquidity

Our principal external sources of liquidity during 2010, 2011, 2012 and the first nine months of 2013 havebeen the issuance of debt securities, borrowings under long-term and short-term credit facilities (including theRevolving Credit Facility with Deutsche Bank AG, London Branch), gaming tax deferrals, local lines of credit andoverdraft facilities, as well as capital leases. In addition, we expect that as in the past, certain of our partners injoint ventures and companies in which we hold a minority interest will provide funding for these joint ventures andcompanies.

98

We continue to monitor and limit our exposure to short-term borrowings in Spain and Italy given therestrictions on liquidity that the Spanish banking and Italian systems have been experiencing. We also seek to limitour exposure to cross-border risk in our financings. In furtherance of these objectives, we are seeking to improveour debt maturity profile and to strengthen our balance sheet. We also have been exploring opportunities to obtainlocal financings in certain jurisdictions in which we operate, and have obtained bank facilities in Colombia,Argentina and Italy.

We have substantial debt and debt service obligations. As of September 30, 2013, after giving pro formaeffect to the offering and the application of the proceeds therefrom, we would have had approximatelyA 1,076.4 million of debt. Our level of debt has increased significantly during the last five years. In addition, wemay incur substantial additional debt in the future. See ‘‘Risk Factors—Risks relating to the offered notes and thisoffering—Our substantial debt and debt service obligations could adversely affect our business, financial conditionand results of operations.’’

We will continue to need significant cash resources to, among other things:

• meet our debt service requirements under the notes and our other indebtedness;

• fund our working capital requirements, particularly for our B2B Division;

• make capital investments to comply with our existing contractual obligations and the terms of ourlicenses, to acquire new slot machines and to maintain and to expand our slots business in Spain, ourslots business in Italy, our casino operations in Latin America and our bingo hall business in Mexico;

• make other investments in the gaming business, including joint ventures and minority investments,and acquiring majority control of existing joint ventures and investments; and

• fund our research and development activities.

We believe that our cash flow from operations and available cash and our other available externalfinancing sources will be adequate to meet our future liquidity needs for the foreseeable future, although wecannot assure you that this will be the case. See ‘‘Risk Factors—Risks relating to the offered notes and thisoffering—We require a significant amount of cash to service our debt and for other general corporate purposes.Our ability to generate sufficient cash depends on many factors beyond our control.’’

If we are required to borrow additional amounts, our ability to do so could be restricted by the terms ofthe indenture governing the notes and the terms of our bank indebtedness. See ‘‘Risk Factors—Risks relating tothe offered notes and this offering—We are subject to significant restrictive debt covenants, which limit ouroperating flexibility.’’

In addition, the availability and the terms of external financing have been adversely affected by the onsetof the credit crisis since the summer of 2007. In Spain, this condition has been exacerbated since 2010 and in Italy,conditions have been increasingly difficult since 2011. The public debt of both Spain and Italy have beendowngraded by rating agencies on a number of occasions in recent years. In addition, the recent negativedevelopments with respect to Eurozone financial markets have resulted in higher costs of bank financing in thesecountries.

We have in the past engaged in repurchases of our debt and may do so again in the future.

Our future operating performance and our ability to service or refinance the notes are subject to futureeconomic conditions, financial, business and other factors, many of which are beyond our control.

99

Effects of Inflation

Our performance is affected by inflation to a limited extent. In recent years, the impact of inflation onour operations in Spain has not been material. However, our international operations, particularly those in LatinAmerica, are subject to relatively high inflation rates. Argentina experienced inflationary effects in 2002. During2002, the Argentine consumer price index increased 41% and the wholesale price index increased 118%.

Effects of Related Party Transactions

We have engaged in a significant number and variety of transactions with our principal shareholder,Mr. Manuel Lao Hernandez, his holding company, Nortia, and certain other companies associated withMr. Manuel Lao Hernandez and Nortia. See ‘‘Certain Relationships and Related Party Transactions.’’

Cirsa has not paid any dividends to its shareholders during the period under review. We have from timeto time extended credit to Nortia and provided credit support for the obligations of Nortia and Mr. LaoHernandez. See ‘‘Certain Relationships and Related Party Transactions.’’

Employee Benefit Plans

We maintain employee benefit plans for certain employees in our Bingo Division. Additionally, we haveapproved an Incentive Plan designed to retain strategic senior managers and optimize their results by providingbonus payments linked to the achievement of specific annual financial targets (the ‘‘Plan de Incentivo DinerarioPlurianual 2012-2016’’ or ‘‘Multiyear Incentive Plan 2012-2016’’). We do not have any material pensioncommitments or other similar obligations.

Critical Accounting Policies

Our financial statements and the accompanying notes contain information that is pertinent to thisdiscussion and analysis of our financial position and results of operations. The preparation of financial statementsin conformity with IFRS requires our management to make estimates and assumptions that affect the reportedamount of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities.Estimates are evaluated based on available information and experience. Actual results could differ from theseestimates under different assumptions or conditions. We believe that, in particular, the critical accounting policiesand estimates discussed below involve significant management judgment due to the sensitivity of the methods andassumptions necessary in determining the related asset, liability, revenue and expense amounts. For a detaileddescription of our significant accounting policies, see note 2 to our 2012 consolidated financial statements.

Allowance for doubtful accounts

We maintain an allowance for doubtful accounts related to our accounts, contracts and notes receivablethat we have deemed to have a high risk of collectability. We analyze historical collection trends, customerconcentrations, customer creditworthiness, current economic trends and changes in our customer payment patternswhen evaluating the adequacy of our allowance for doubtful accounts. While we believe that our estimates forthese matters are reliable and calculated with due care, if we changed our assumptions and estimates, our bad debtexpense could change, which could impact our operating income.

Inventory

We regularly review inventory quantities on hand and record charges for excess and obsolete inventory,based primarily on our estimated forecast of product demand and production requirements. The determination ofobsolete or excess inventory requires us to estimate the future demand for our slot machines and gaming kitswithin specific time horizons. If our demand forecast for specific products is greater than actual demand and we

100

fail to reduce manufacturing output accordingly, we may need to record additional charges for inventoryobsolescence, which would have a negative impact on our operating income.

Intangible assets

Our intangible assets include capitalized development costs, authorizations or licenses and installationrights.

We assign useful lives to our intangible assets based on the period of time that the assets is expected tocontribute directly or indirectly to our future cash flows. We consider certain factors when assigning useful livessuch as legal, regulatory and contractual provisions, as well as the effects of obsolescence, demand, competitionand other economic factors. We are required to use judgment and make estimates to determine the useful lives ofintangible assets. We amortize our intangible assets to reflect the pattern in which the economic benefits for theassets will be consumed based on projected revenues.

Impairment

Impairment—Non-Financial Assets

We assess for impairment at year end for all non-financial assets which carrying amount could beunrecoverable. Goodwill and intangible assets with an indefinite useful life are tested for impairment annually, orwhen there is evidence of impairment.

We assess at each year end whether there is an indication that a non-current asset may be impaired. Ifany indication exists, and when an annual impairment test is required, we estimate the asset’s recoverable amount.The recoverable amount is the higher of the asset’s fair value less cost to sell and value in use, and it is establishedfor each separate asset, unless for assets that do not generate cash inflows that are largely independent of thosefrom other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, theasset is considered impaired and its carrying amount is reduced to the recoverable amount. To assess value in use,expected cash flows are discounted to their present value using risk free market rates, adjusted by the risks specificto the asset. Impairment losses from continuing activities are recognized in the consolidated statement ofcomprehensive income based on the nature of the impaired asset.

We assess at year end indicators of impairment losses previously recorded in order to verify whether theyhave disappeared or decreased. If there are indicators, we estimate a new recoverable amount. A previouslyrecognized impairment loss is reversed only if the circumstances giving rise to it have disappeared, since the lastloss for depreciation was recognized, except that goodwill impairment losses cannot be reversed in future periods.In this regard, the asset’s carrying amount increases to their recoverable amount. The reversal is limited to thecarrying amount that would have been determined had no impairment loss been recognized for the asset.

The reversal is recognized in the consolidated statement of comprehensive income. Upon such reversal,the depreciation expense is adjusted in the following periods to amortize the asset’s revised book value, net of itsresidual value, systematically over the asset’s useful life.

Impairment—Financial assets

We assess at year end if financial assets or group of financial assets are impaired. To assess theimpairment of certain assets, the following criteria are applied:

• Assets measured at amortized cost

If there is objective evidence that there is an impairment loss of loans and other receivables recordedat amortized cost, the loss is measured as the difference between the net carrying amount and the

101

present value of estimated cash flows, discounted at the current market rate upon initial recognition.The net carrying amount is reduced by an allowance, and the loss is recorded in the consolidatedstatement of comprehensive income.

Impairment loss is reversed only if the circumstances giving rise to it have ceased to exist. Suchreversal is limited to the carrying amount of the financial asset that would have been recognized onthe reversal date had no impairment loss been recognized.

In regard with trade and other receivables, when there is objective evidence of not collecting them,an allowance is made based on identified bad debts risk.

• Available-for-sale financial assets

If a financial asset available-for-sale is impaired, the difference between its cost (net of anyrepayment) and present fair value, less any previous impairment loss recognized in equity are takento the consolidated statement of comprehensive income. Reversals related to equity instrumentsclassified as available-for-sale are not recognized in the consolidated statement of comprehensiveincome, but the associated increase in value is directly recorded in equity.

Business combinations and goodwill

For each business combination, we assess the fair value of assets, liabilities and acquired contingentliabilities, allocating the cost of the business combination to the identified elements. Likewise, goodwill arisingfrom acquisitions is assigned to its corresponding cash-generating unit, based on expected synergies, for subsequentimpairment tests.

Income taxes

For financial reporting, we use estimates and judgments to determine our current tax liability as well astaxes deferred until future periods. Deferred taxes account for temporary differences between taxable income andaccounting income. Deferred tax assets and tax credits from tax loss carry forwards are recognized when it isprobable that sufficient taxable profits exist to realize such tax asset. When we or a participating companyrecognize deferred tax assets, the estimated taxable profits that will be generated in future years are reviewed atyear end in order to assess their recoverability, and any impairment loss is recognized accordingly.

Change in Accounting Policies

For information regarding recent and pending changes to accounting policies, see note 2.3 to our 2012consolidated financial statements.

Market Risks

We are primarily exposed to market risk from changes in interest rates and foreign currency exchangerates. We manage our exposure to these market risks through our regular operating and financing activities.Financial instruments that potentially subject us to credit risk consist of cash investments and trade receivables. Wemaintain cash and cash equivalents with financial institutions in Spain with high credit standards. Concentration ofcredit risks with respect to accounts receivable is limited, due to our large number of customers.

Interest Rate Risks

A substantial portion of our indebtedness is comprised of fixed rate debt securities. However, we aresubject to interest rate risks related to our borrowings. Almost all of our bank borrowings are in euros with

102

floating interest rates based on EURIBOR. We do not currently hedge our interest rate exposure and do notexpect to do so in the future. See ‘‘Description of Certain Indebtedness.’’

Foreign Currency Risks

Our principal exchange rate exposure relates to euro/Argentine peso for translation related exposure. Wealso have exchange rate exposure to the euro/U.S. dollar. We currently have no swaps to hedge our exchange rateexposure outstanding.

103

THE SPANISH GAMING MARKET

Introduction

We believe that Spain is one of the largest gaming markets in Europe based on total amounts wagered.

According to the Spanish National Gaming Commission, the total amount wagered in the Spanish gamingmarket during 2012 amounted to approximately A26.0 billion. The Spanish gaming market is broadly divided intotwo markets: (i) the public market, which consists of national, regional and charitable lotteries and (ii) the privatemarket, which consists primarily of slot machines, casinos and bingo halls.

The following table sets forth the approximate total amount wagered in each sector of the Spanishgaming market from 2010 to 2012:

Year endedDecember 31,

2010 2011 2012

(E in billions)Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3 9.4 8.5Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9 1.6 1.5Bingo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7 2.1 1.8On-line(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1.8 2.7

Sports betting parlors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.3

Subtotal(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.9 14.9 14.8

Lotteries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.6 9.7 9.3ONCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9 2.0 1.9

Subtotal(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5 11.7 11.2

Total(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.3 26.6 26.0

Source: Spanish National Gaming Commission Annual Report.

(1) On-line data from June 2012.

(2) Totals may not sum due to rounding.

As shown in the table above, slots, casinos, bingo halls, sports betting and on-line gaming, collectively,generated a total wagered amount of A14.8 billion in 2012. The largest component came from slot machines(57.4%), followed by bingo halls (12.2%) and casinos (10.0%). The discussion below highlights recent trends foreach of these three components of the gaming market.

Slots

Slot machines provide games of controlled chance and pay cash to winners. Slot machines employ a reelor video display. Slot machines with reels containing pictures of various fruits are the most popular reel slotmachines. Regional regulations generally provide that slot machines must control the probability of payout so thata specific number of prizes of different amounts or the aggregate value of such prizes are paid out over a givennumber of games. Subject to these regulations, operators may adjust each slot machine’s payout as a percentage ofthe amount paid in, payout odds, wager amounts and maximum prizes. In general, slot machines have a payout ofat least 70% of the amount wagered on a slot machine over a cycle of 20,000 games. Slot machines are primarilyplaced in bars, cafes, arcades and bingo halls. The Spanish autonomous regions limit the number of slot machinesper establishment. In addition, the Spanish autonomous regions are responsible for taxation of slot machines andtaxes have generally increased over the years. See ‘‘Regulation—Spain—Slot Machines.’’

104

Slot machines have been one of Spain’s most popular forms of gaming since they were legalized in 1977.The market for slot machines in Spain has experienced moderate declines over the past few years consistent withthe economic climate.

The following table sets forth information on the approximate amounts wagered and the number of slotmachines in operation from 2010 to 2012:

Year endedDecember 31,

2010 2011 2012

Amounts wagered (A in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3 9.4 8.5Machines in operation (in thousands)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240.0 228.4 213.9Revenue/slot machine/year (A in thousands)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.7 13.2 12.9

Source: Spanish National Gaming Commission Annual Report.

(1) Number of slot machines in operation at December 31.

(2) Net of cash prize payouts, which in general represent on average 75% of amounts wagered in 2012.

Casinos

As of December 31, 2012, there were 43 casinos in operation in Spain. Casinos derive revenues fromgaming tables, casino style slot machines (which in Spain are only permitted to be operated in casinos), tips(employees commonly share tips with the casino under the terms of their collective bargaining agreements),admission tickets and, if available, from restaurant services.

The following table sets forth information on the approximate total amounts wagered and the number ofcasinos in operation in Spain:

Year endedDecember 31,

2010 2011 2012

Total amounts wagered (A in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9 1.6 1.5Casinos in operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 43 43

Source: Spanish National Gaming Commission Annual Report.

Bingo

Bingo is one of the most popular gaming activities in Spain. The objective of the Spanish version of bingois to be the first to complete a five-by-three game card with numbers between one and 90. Cards are sold by bingohall employees to players immediately before each draw and there are no intermissions. A caller randomly selectsnumbers and players fill a corresponding space on their cards. Players may win a smaller prize by completing a lineof five across, a larger prize by completing all 15 numbers, which is known as ‘‘bingo,’’ or a bonus prize bycompleting all 15 numbers before a predetermined quantity of numbers is called out. There are also severalversions of bonus prizes which may include accumulated un-won prizes, on-line bingo prizes or linked bingo hallprizes, depending on the Spanish autonomous region. The cost per game is established by the relevant applicableregional or national regulation, as the case may be, and is typically A2, A3 or A6. Each region currently requires abingo hall operator to pay out between 61.2% and 70% of card sales. Many bingo halls generate additionalrevenue from a limited number of slot machines installed in the lobby outside the bingo hall (the maximumnumber per bingo hall and the type of slot machines that can be installed in a bingo hall are regulated) andrestaurant services. See ‘‘Regulation—Spain—Bingo Halls.’’

105

The following table sets forth information on approximate total amount wagered and the number of bingohalls in operation in Spain:

Year endedDecember 31,

2010 2011 2012

Amounts wagered (A in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7 2.0 1.8Bingo halls in operation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399 388 372Amounts wagered/bingo hall (A in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7 5.2 4.8

Source: Spanish National Gaming Commission Annual Report.

(1) Number of bingo halls in operation at December 31.

The bingo business in Spain is mature. There has been a decline in amounts wagered since 2006. Webelieve that the bingo business in Spain has also been adversely impacted by the introduction of nationalanti-smoking laws in 2006 and 2011.

106

BUSINESS

Our Company

We are one of the leading gaming companies in Spain, Italy and Latin America engaged in the operationof slot machines, casinos and bingo halls and the manufacture of slot machines for the Spanish market. In Spain,we believe that we are the leader in the A14.8 billion Spanish private gaming market, where our key activitiesinclude: the operation of slot machines, in which, as of September 30, 2013, we believe that we were the #1operator with over 25,300 slot machines operated; the operation of four casinos; the operation of bingo halls, inwhich we believe that our Bingo Division is the #1 operator with 48 bingo halls; and the manufacture of slotmachines, where we believe that we were the #1 manufacturer, with over 35,000 slot machines and gaming kitsmanufactured in the twelve months ended September 30, 2013.

In Italy, we have established a strong presence in the slot machine market with over 14,000 slot machinessituated in approximately 2,900 locations across central and northern Italy. As of September 30, 2013, we have alsocompleted the deployment of 2,485 of the 2,583 VLTs planned for installation in Italy.

In Argentina, we operate eight casinos, including two riverboat traditional casinos in the city of BuenosAires with 128 gaming tables and 1,725 slot machines and a traditional casino located in Rosario with 80 gamingtables and 2,976 slot machines. Our four electronic casinos in the Province of Mendoza and Casino CentralMendoza operate 1,619 casino-style slot machines.

In Colombia, we operate 19 traditional casinos with 2,684 slot machines and 46 electronic casinos with atotal of 3,220 slot machines.

In Panama, we operate one traditional casino in Panama City with 31 tables and 363 slot machines and26 electronic casinos with a total of 7,039 slot machines.

In Mexico, we operate 20 bingo halls that also have a casino-style slot machine offer.

For the twelve months ended September 30, 2013, we had net operating revenues and Adjusted EBITDAof A1,366.1 million and A334.3 million, respectively. During the twelve months ended September 30, 2013, 56.0% ofour net operating revenues and 33.9% of our Adjusted EBITDA were generated in Spain and Italy, and 44.0% ofour net operating revenues and 66.1% of our Adjusted EBITDA were generated from our other internationalactivities. We have also continued efforts to reduce our net leverage ratio (Total adjusted net debt/AdjustedEBITDA), which was 2.7x as of September 30, 2013.

107

The following table shows a breakdown of our Adjusted EBITDA for the twelve months endedSeptember 30, 2013, by country in which we operate:

EBITDA MIX BY COUNTRY

Twelve months endedCountry September 30, 2013

(% of Adjusted EBITDA)Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.9Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0

Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.9Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.9Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1Panama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.9Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6

Latin America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.1

100.0%

Our Strengths

We believe a number of key factors give us a strong competitive advantage, including:

• Business and Geographic Market Diversification. We are a well diversified gaming company with fivedistinct and complementary business divisions within the industry and operations in seven countriesoutside of Spain. We believe that the diversity of our revenue stream helps improve the stability of ourcash flow profile by reducing our dependence on any single geographic market, economy or businesssegments in the gaming industry. In addition, our diversified operations allow us to identifyopportunities for growth in known markets by using our operating experience across the gamingindustry in Spain, Italy and Latin America.

• Corporate Synergies. We are a leading integrated manufacturer, distributor and operator of slotmachines in Spain. Our Slots Division provides us with information regarding evolving customerpreferences and tendencies, which helps us to design and manufacture popular games in a timelymanner. In the twelve months ended September 30, 2013, we manufactured five of the top ten revenue-generating slot machine models in Spain. Our strong manufacturing capabilities, in turn, supportdemand for our slot machines and facilitates access to new successful games for our Slots Division. Webelieve that our integrated manufacturing, distribution and operating capabilities give us cost andservice advantages not enjoyed by many of our competitors.

• Barriers to Entry. We believe that there are significant barriers to entry in our principal businessdivisions, including regulatory, financial and technological barriers, the need for operational expertiseand the need for a proven track record in order to obtain the trust and confidence of regulators,customers, partners and suppliers. In certain jurisdictions in which our Casinos Division operates,casino licenses are generally awarded after a competitive public tender process. In our Slots Division,we typically enter into five-year exclusivity agreements to place our slot machines in a given location,and many of these agreements have been consistently renewed for the past twenty years. Additionally,in our Slots Division and B2B Division, we believe a new competitor would need significant financialresources, operating expertise and a qualified workforce to build profitable operations. We believe thatbarriers to entry in our principal business divisions help protect our leading market position andprofitability by limiting the number of new competitors in our core business segments.

108

• Leading Market Position and Economies of Scale in Spain. We are a leader in Spanish slot machineoperations and manufacturing, as well as bingo hall operations. We believe that this leadership positionenables us to identify and manage trends in the private gaming industry in Spain. The Spanish slotmachine operator and bingo segments are highly fragmented, and we are substantially larger than ourcompetitors. We believe that our size allows us to benefit from economies of scale in many of ourbusinesses. For example, in our slot machine operations, we can spread the cost of providing coincollection services and rapid response to repair calls (minimizing machine downtime) over our morethan 25,300 slot machines, which helps us to realize a lower operational cost per machine and to have amore developed internal control system as compared to our competitors.

• Demonstrated Financial Performance. We have a strong financial profile, combining increasing EBITDAand a decrease of our overall level of leverage in recent years. Our Adjusted EBITDA amounted toA334.3 million for the twelve months ended September 30, 2013. Over the same period, we have madesignificant efforts to reduce our net leverage ratio (Total adjusted net debt/Adjusted EBITDA), whichwas 2.7x as of September 30, 2013.

• Seasoned Management Team. We are led by an experienced and professional management team with atrack record of managing complex operations, developing new products inside and outside the gamingindustry and delivering upon its commitments. A portion of the compensation of our seniormanagement team is based on achieving financial targets.

Our Strategy

Our strategic objective is to continue to consolidate our businesses and to achieve sustainable profitablegrowth through the following three strategic pillars:

• Continue to improve EBITDA through revenue mix management and cost optimization. We will focus onstrengthening EBITDA through various revenue mix management and cost optimization initiatives inour core business segments and geographic markets. We will seek to ensure that our EBITDAmaintains geographical and business segment diversification. We will seek to enhance our casino, slotand bingo operations through the selective expansion of existing halls and operations and increased slotmachine density. We will seek to improve our products mix and realize investments that are accretive toEBITDA and meet other key criteria. In our B2B business, we will focus on increasing the sales ofhigher-margin products. In Italy, our priority will be the continued development of the VLT businessand, in Spain, we will actively work to reduce our base cost expenses through the closure ofunderperforming sites and operations. Our focus on EBITDA improvement should enable us tocontinue to reduce our leverage ratio; we strive to maintain a target leverage ratio of between 2.5x to3.0x.

• Enhance productivity programs across businesses and geographies. We will also build upon theproductivity initiatives and synergies achieved in prior periods. We will continue to implement bestpractices across our markets to improve productivity. In our slots business, this will entail furtherenhancing the profitability of our slot machine portfolio, including through opportunistic slot machinerotations and replacements. In our casinos division, we intend to implement player tracking andcoinless systems throughout our casinos. In our bingo business, we will seek to close underperforminghalls and increase market share through strategic acquisitions. We will also continue to divest or exitother non-performing businesses and assets.

• Make selective investments and acquisitions with focus and rigor. Our investment program in the short-tomedium- term is subject to rigorous investment criteria, strategic planning and control of capitalexpenditures. We will continue to review and analyze investment opportunities in our core businesssegments with a view to executing investments on an opportunistic basis that enhance our cash flow andpositively contribute to EBITDA. In our B2B business, we will continue to focus our research and

109

development efforts on maintaining our leadership in the Spanish slots market. In particular, we intendto continue our successful track record of acquisitions, with a particular focus in the acquisition of slotoperators in Spain and Latin America, based on our well-defined and disciplined approach. Forexample, in July 2013 we acquired a 51% interest in four small Spanish slot route operating companiesthat operate approximately 4,500 slot machines. We plan to selectively seek attractive partnerships with,or acquisitions of, companies in our core markets, with the key strategic goal of expanding our currentproduct offer, thereby enabling us to better serve and expand our existing customer base.

History of the Cirsa Group

Following the liberalization of the Spanish gaming industry in 1977, we were founded in 1978 by ManuelLao Hernandez, our controlling shareholder, his brother Juan Lao Hernandez and other family members, whobegan importing, exporting and operating third party manufactured slot machines in bars, cafes, restaurants andarcades in the Catalonia region of Spain. Shortly thereafter, in 1979, we began to design and manufacture slotmachines for the Spanish market and by the mid 1980s, we were established as a leading slot machinemanufacturer in the Spanish market. In 1982, we changed our corporate name to Cirsa Companıa deInversiones, S.A. and expanded our activities to all autonomous regions of Spain by acquiring independentoperators which own, service and manage slot machines placed principally in bars and restaurants. In 1984, wemanufactured our first casino-style slot machines. Following the success of our Nevada and Mini Money slotmachine models, we increased the number of slot machines under operation significantly in the early 1990s throughthe acquisition of operating companies and by acquiring controlling interests in a number of slot machinedistributors located throughout Spain. We also expanded into a number of related businesses, both domesticallyand internationally, including slot machines, casinos and bingo halls, as well as into a number of unrelatedbusinesses (which we subsequently disposed of including real estate development and ownership and managementof hotels). At the same time we continued to develop our core slot machine businesses.

In 1996, Manuel Lao Hernandez together with his wife and children founded L&G (which was renamedas Nortia Business Corporation during 2007), which focuses mainly on its investments in other leisure and gamingcompanies and the real estate it owns, manages and leases. In July 1998, Nortia, which was and is currentlycontrolled by Manuel Lao Hernandez, bought substantially all of Juan Lao Hernandez’s interest in Cirsa.Subsequently, Nortia and Manuel Lao Hernandez acquired the remaining shares of Juan Lao Hernandez. During1998 and 1999, Nortia and Manuel Lao Hernandez transferred any operations in the gaming industry which werenot already part of Cirsa, but in which Manuel Lao Hernandez had a controlling interest, to Cirsa. Other gamingoperations in which Manuel Lao Hernandez did not have a controlling interest, and companies outside the gamingindustry in which Manuel Lao Hernandez had an interest, as well as certain real estate interests, were transferredto Nortia. Cirsa is presently wholly owned by Mr. Lao Hernandez and Nortia.

Our Divisions

We have five business divisions: Slots, Casinos, Bingo, B2B and On-Line Gaming.

Slots Division

Our Slots Division owns and manages slot machines in bars, cafes, restaurants and arcades in Spain. Weare also a network system operator for slot machines and VLT terminals in Italy. We are also party to a jointventure with Ladbrokes PLC for the operation and further development of a sports region-based betting businessin Spain.

Spain

As of September 30, 2013, we directly, or indirectly through slot machine sub operators, controlled 25,301slot machines located in approximately 16,900 sites, primarily in bars. We plan to continue to optimize our slotmachine portfolio in Spain. As of September 30, 2013, we owned and operated 108 arcades, with an average of

110

approximately 13 slot machines per arcade. We do not plan to open additional new arcades until we see signs ofan economic recovery in Spain.

The following table sets forth certain historical data concerning slot machine operations in Spain and theaverage revenues per slot machine:

Year ended December 31,

2010 2011 2012

Slot machinesTotal number of slot machines in Spain(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239,992 228,434 213,908Number of slot machines operated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,388 22,310 25,301

Average revenues/slot machine/year (in E thousands)(2)

Spanish market average(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.7 13.2 12.9Our average . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.3 15.6 15.2

(1) Based on information provided by the Spanish National Gaming Commission.

(2) Average revenues/slot machine/year are calculated net of prizes.

We believe our average revenues per slot machine per day are higher than the Spanish market averagebecause of the quality of the sites and the frequency with which we change our games.

Relationship with Site Owners. We enter into contracts with site owners under which a site ownertypically gives us the exclusive right to place one or more of our slot machines at the owner’s establishment for aperiod of up to five years. We believe that our long-standing relationships, history of excellent service with siteowners and higher than average revenues per slot machine are the basis for our high contract renewal rates. Weinstall, maintain and service the slot machines, collect money and pay the required taxes. We also ensure that eachslot machine complies with regional and national laws and regulations and, where required, post bank guarantees.We understand that slot machines are generally the most significant profit center of a site owner’s business.

In addition to revenue sharing, we often make interest-free loans and cash payments to induce siteowners to enter into or extend contracts. We collect payment on these loans over an 11-month period, on average,through an offset against the site owner’s share of slot machine revenues. We record these loans as receivables onour balance sheet. For the twelve months ended September 30, 2013, these loans and other incentives (such ascontributions to bar decorations and equipment) amounted to approximately A10.9 million.

Participation Agreements with Former Slot Machine Operators. Our preferred method of expansion hasbeen by purchasing existing slot machine operators. However, when there is a strong relationship between the slotmachine operator and site owners, it is often preferable or necessary for us to acquire the slot machine operatorsand enter into a participation contract with the seller under which the seller continues to maintain a commercialrelationship with site owners in exchange for a percentage of revenues. As of September 30, 2013, we hadagreements (or sub-operator agreements) covering approximately 36% of the slot machines we operate in Spain.Revenue sharing to sub-operators under these participation agreements totaled approximately A17.9 million for thetwelve months ended September 30, 2013.

Coin Collection and Information Systems. We carry out coin collection through approximately297 company-employed collectors who utilize our fleet of vehicles. Each cash collector follows a pre-arranged routeand is responsible for approximately 70 machines. To monitor and control our slot machines, we use a proprietarycomputerized information and collection control system. Our collectors connect a portable electronic device to theslot machine which downloads information about the model of the machine, amount wagered, prize payout, timethe slot machine was in use and other information relating to the slot machine’s usage. We make collections andretrieve data from each slot machine weekly. The collectors promptly forward all data to our head office forcompilation and analysis.

111

We believe that our information and collection control system helps us maximize revenues throughaccurate and efficient collections. The system optimizes accuracy by matching the amount due to the operator tothe amount received from the collector. Any discrepancy between the amount due and the amount collected isanalyzed (usually on the same business day that it is collected) and, if necessary, investigated.

The information and collection control system also generates more efficient slot machine performanceand revenue data than the manual method used by many of our competitors. Our revenue and game-use dataassists us in monitoring individual slot machines and in determining when to rotate a slot machine to a differentsite or to retire it, as well as in obtaining information on player tendencies. We aggregate individual data on playertendencies to assist us in developing new games and slot machines.

Purchasing Slot Machines. We select slot machines based on the games we believe to be superior andlikely to become popular with customers. Our Slots Division purchases slot machines from our B2B Division andfrom other manufacturers. If we believe that another slot machine manufacturer is offering a better game, we willpurchase from that manufacturer instead of from our B2B Division. In 2012 approximately 99% of our new slotmachines for our Slots Division in Spain were manufactured by our B2B Division.

Joint Venture with Ladbrokes PLC. In January 2007, we entered into a joint venture agreement withLadbrokes PLC, a British betting operator, to develop a sports region-based betting business in Spain. The jointventure, in which each party has a 50% interest, was awarded a sports betting license for the Madrid autonomousregion in April 2008. The joint venture, which operates under the Sportium name, commenced initial operations inMay 2008. As of September 30, 2013, Sportium offered sport betting products through outlets installed in 135 slotarcades, bingo halls and casinos in Madrid and 55 slot arcades and bingo halls in Aragon, 74 slot arcades, bingohalls and casinos in Valencia, 24 slot arcades and bingo halls in Murcia and 15 slot arcades and bingo halls inGalicia. We also have 13 Sportium dedicated sports betting locations in Madrid. We expect that the Sportium jointventure will expand its operations to other autonomous regions in Spain as the relevant gaming regulatorsauthorize sports betting activities. On December 2, 2013, we sold Cirsa Digital, S.A., which operates our Spanishon-line gaming operations to Sportium. By expanding the Sportium joint venture to include on-line gaming, weexpect to benefit from efficiencies in developing and marketing together with Ladbrokes our on-line gamingbusiness in Spain under the Sportium brand.

Slots Concession in Italy

During 2004, we were awarded a concession to act as a network system operator for slot machines in Italyby the AAMS. Under the Italian regulatory regime, only interlinked slot machines have been permitted to operatein Italy since October 31, 2004. This requirement of interlinking allows regulatory authorities to monitor slotoperators for regulatory and tax purposes.

In December 2011, we were awarded a new provisional concession to act as a network system operatorfor both slot machines and VLTs in Italy. In March 2013, the provisional concession once again became permanentfollowing our demonstration of continuing compliance with the technical and economic requirements to act asnetwork system operator and our completion of all necessary ancillary requirements. The current concessionexpires in 2022.

As of September 30, 2013, we operated 10,580 slot machines owned by us and had another 3,876 slotmachines interlinked to our network, which together represented approximately 4% of the total number of slotmachines in Italy. The slot machines that we own are manufactured in Italy and are located in approximately2,900 locations across central and northern Italy. These locations include bars, bingo halls, restaurants and servicestations. We have revenue sharing agreements in place with the owners or operators of these locations. Theserevenue sharing agreements generally have an initial term of up to five years and are renewable annuallythereafter. Pursuant to these revenue sharing agreements, we generally split revenues (net of prize payouts andtaxes due to the AAMS) on a 50:50 basis with the owners or operators of the locations. Pursuant to

112

interconnection agreements, we charge a fixed fee per third-party owned slot machine interlinked to our network.Third-party slot machine owners may renew these interconnection agreements on an annual basis.

For a description of the Italian regulatory environment, including the terms of our slots concession andcertain regulatory proceedings, see ‘‘Regulation—Italy—Slot Machines.’’

Video Lottery Terminals Concession in Italy

In November 2009, our Italian subsidiary, Cirsa Italia, was authorized to act as a network system operatorfor VLTs in Italy for a testing period. The AAMS approved this testing, and in October 2010 we commencedoperations of VLTs in Italy. In December 2011, we were awarded a new provisional concession to act as a networksystem operator for both slot machines and VLTs in Italy. In March 2013, the provisional concession once againbecame permanent following our demonstration of continuing compliance with the technical and economicrequirements to act as network system operator and our completion of all necessary ancillary requirements. Thecurrent concession expires in 2022.

Venue requirements for the placement of VLTs and slot machines in Italy are regulated and may beinstalled in (i) bingo halls; (ii) sports betting agencies; (iii) horse race betting shops that employ totalizer andfixed-odds betting systems; (iv) gaming shops whose primary activity is marketing public gaming products andotherwise meeting certain specified requirements under Italian law; (v) public gaming rooms specifically designatedfor the conduct of lawful gaming, provided that a separate area for games is reserved for underage players; and(vi) premises dedicated exclusively to gaming with slot machines and /or VLTs, provided, however, that the relevantshop, hall or agency maintains the requisite gaming license in accordance with the Italian regulatory framework.

Our VLTs are placed in bingo halls and arcades located mainly in central and northern Italy andconnected to our existing Italian slot machine network. Total costs for the VLT installation project throughSeptember 30, 2013 were approximately A49 million, of which our share was approximately A31 million. We operateapproximately 25% of the VLTs directly through Cirsa Italia and 75% through Orlando Italia, a subsidiary of our50:50 joint venture with Grupo Berruezo, Orlando Playa S.A. Cirsa Italia owns the concession for all 2,583 VLTsand enters into the agreements with site owners. Cirsa Italia makes payments to Orlando Italia under a profit-sharing arrangement which will expire on the later of October 31, 2019 or the expiration of the concession, asrenewed or extended. Cirsa Italia and Orlando Italia currently purchase and lease VLTs manufactured by Barcrestand Novomatic. As of September 30, 2013, we had installed 2,485 VLTs.

For a description of the Italian regulatory environment relating to VLTs, see ‘‘Regulation—Italy—VideoLottery Terminals.’’

Casinos Division

We currently manage and operate two types of casinos: traditional casinos which operate table games andcasino-style slot machines and electronic casinos which only operate slot and other gaming machines.

Traditional Casinos

As of September 30, 2013, we operated a total of 31 traditional casinos, four casinos in Spain and27 casinos internationally. Our casinos offer table games and casino-style slot machines. Our casinos also generaterevenues from restaurant and bar services, admission ticket sales and tips (which employees share with us pursuantto collective bargaining agreements). We believe that our casinos appeal to the mass market customer base, whilealso offering features that appeal to the high end segment of the market. We have undertaken a number ofinitiatives to improve the performance of our casinos, including providing a full entertainment offer, increasingproductivity with ticket-in/ticket-out (TITO) and player tracking systems and expanding and refurbishing existingcasinos in key markets. We have also designed various marketing campaigns, such as our Cirsa Poker Tour and

113

Poker House concept, which are intended to exploit the growing poker market. The following is a description ofour casinos, except as otherwise indicated, as of September 30, 2013:

Spanish Casinos

• Casino Nueva Andalucıa, which was acquired in 1995, is located in Marbella, Spain, a prime touristlocation. The casino hosts 22 gaming tables and 88 slot machines. We believe this casino is the thirdlargest of 43 casinos in Spain, based on total revenues for the nine months ended September 30,2013. The operating license for this casino has a term of 15 years and will be eligible for renewal in2019.

• Casino de Valencia, which we opened in August 2010, is located in the city center of Valencia. Webelieve this casino is the fifth largest of 43 casinos in Spain, based on total revenues for the ninemonths ended September 30, 2013. The casino required a total investment of approximatelyA14 million and hosts 13 gaming tables, 97 slot machines and a 200 position poker room. Theoperating license for this casino and its branch (Casino Pucol) will be eligible for renewal inNovember 2019.

• Casino Pucol, which has been designated as a branch of Casino de Valencia in August 2010 (and wasformerly known as Casino Monte Picayo), is located twenty kilometers north of Valencia, Spain. Thecasino hosts 4 gaming tables and 17 slot machines.

• Casino La Toja, which we have operated since 1995, is located in La Toja, Spain, a historic spa resortarea. Casino La Toja is a seasonal casino, attended mostly by tourists from Portugal and hosts8 gaming tables and 26 slot machines. The operating license for this casino is perpetual. In December2009, we sold a 50% interest in Casino La Toja.

International Casinos

• Our riverboat casino in Buenos Aires, Casino Estrella de la Fortuna, has been in operation since 1999.The riverboat is permanently harbored in the Puerto Madero area of Buenos Aires, a prime leisurearea. The State Lottery of Argentina granted our license to operate the casino and is entitled to 20%of the gross revenues of the casino which it shares with the city of Buenos Aires pursuant to thesettlement agreement among them. The license had an initial 15-year term and a five-year extensionhas been granted to operate through 2019. After the initial license was granted, we receivedauthorization to expand the license, allowing us to operate an additional riverboat casino next to theexisting riverboat. During January 2006, our second riverboat casino, the Princess Casino commencedoperations. In September 2008, we were granted an authorization to operate the Princess Casino asour second riverboat casino, through 2019. Our riverboat casinos have a combined total of128 gaming tables and 1,725 slot machines. During 2009, we completed an extensive refurbishment ofthe riverboat casinos. In 2010, we completed the construction of new access facilities for the casinos.As a result of adding the access facilities, we have maximized the space in the riverboats dedicated togaming machines and tables, and the entertainment and restaurant facilities are located in the accessfacilities. During 2007, we entered into a UTE contractual agreement with Casino Club and HAPSAwith respect to our riverboat casinos. See ‘‘—Strategic Arrangements in Argentina.’’ Our BuenosAires casino business has been the subject of litigation from time to time. See ‘‘Risk Factors—RisksRelated to the Gaming Industry and Our Business—Our business in Argentina generates a significantamount of our revenues and EBITDA, and any adverse developments with respect to it couldnegatively impact our financial condition and results of operations.’’

• We have a 50% interest in Casino de Rosario S.A., a company that holds the concession for andoperates a casino in Rosario, an industrial port located approximately 300 kilometers from Buenos

114

Aires with a population of over 1.5 million. The casino commenced operations in October 2009 andhas 80 gaming tables and 2,976 slot machines.

• In July 2007, we acquired a 75% interest in the Winner Group. In May 2010, we merged WinnerGroup with Unidelca, a large gaming company in Colombia, and we now hold 50.1% of the resultingcombined business. The Unidelca acquisition significantly expanded our Colombian business, and wenow own and operate 19 traditional casinos in Colombia with a total of 2,684 slot machines. Ourlargest traditional casinos in that market are the Casino Rio Bogota (140 slot machines), the CasinoHollywood Bogota (167 slot machines), the Casino Rock ‘N Jazz Bogota (126 slot machines), theCasino Caribe Centro Bogota (223 slot machines), the Casino Rio Medellin (217 slot machines), theCasino Caribe La Playa Medellin (343 slot machines) and the Casino Caribe Unicentro Bogota(124 slot machines).

• We currently have a 50% interest in the Majestic Casino, located in a prime commercial area inPanama City, Panama. The casino opened in December 2003. Our operating license expires in 2023.

• We manage Casino La Hispaniola in Santo Domingo, the capital of the Dominican Republic. It islocated in the Hispaniola Hotel & Casino, which owns the premises and holds the operating license,and attracts customers with its various nightlife activities. Under our operating agreement with thehotel, we retain all revenues from the casino operations and pay the hotel monthly rent. In addition,the operating contract, which expires in February 2026, requires us to make certain improvements tothe casino at our expense, and to pay the hotel for certain administrative services it provides.

• We manage Casino Lina in Santo Domingo, Dominican Republic. The casino is located in theBarcelo Gran Hotel Lina Spa & Casino, which owns the premises and holds the operating license,and attracts customers with its modern decor and layout. Under our operating agreement with thehotel, we retain all revenues from casino operations and pay the hotel monthly rent. In addition, theoperating contract, which expires in 2015, requires us to make certain improvements to the casino, atour expense, and to pay the hotel for certain administrative services it provides. The operatingcontact will automatically renew for an additional term unless either party provides notice oftermination.

• We manage Gran Casino Almirante in Santiago de los Caballeros, the second largest city in theDominican Republic. The casino is located in the Gran Almirante Hotel & Casino, which owns thepremises and owns the operating license. Under our operating agreement with the hotel, we retain allrevenues from casino operations and pay the hotel monthly rent. In addition, the operating contract,which expires in 2020, also requires us to make certain improvements to the casino at our expense,and to pay the hotel for certain administrative services it provides.

• We operate the Majestic Lima casino located at the JW Marriot Hotel in Lima, Peru. We acquiredthe casino for $11.5 million in April 2005. The casino, which recommenced operations onNovember 22, 2005 following an extensive expansion and refurbishment, has 26 gaming tables and229 slot machines. We expect to renew the license for the casino in January 2014. We also operateCasino Miami in Peru with a total of 200 casino-style slot machines and 19 tables.

Electronic Casinos

We operate 80 electronic casinos internationally as of September 30, 2013. Electronic casinos, which arecasinos that offer enhanced types of casino-style slot machines and other electronic games such as blackjack or

115

roulette through multi position electronic gaming machines, are very popular in Latin America. The following is adescription of our electronic casinos, except as otherwise indicated, as of September 30, 2013:

Argentina. In the Province of Mendoza, we have licenses to operate 569 casino-style slot machines in theCasino Central Mendoza, and a maximum of 1,050 casino-style slot machines in 4 electronic casinos. CasinoCentral and four electronic casinos currently operate in Mendoza with an aggregate of 1,619 casino-style slotmachines. In December 2008, Casino Buenos Aires assigned the concession agreement for renting slot machines atCasino Central Mendoza to Mendoza Central Entretenimientos. In November 2013, Cirsa entered into anagreement for the sale of its 51.0% ownership interest in Mendoza Central Entretenimientos provided it receivesfull payment under the agreement by May 31, 2014. The operating licenses for the other four electronic casinos inthe Province of Mendoza expire in 2020. In August 2010, the shareholders of Casino Buenos Aires approved theassignment of the concession agreement related to these four electronic casinos to Traylon S.A., a joint ventureowned by Casino Buenos Aires and Ciesa. This assignment was approved in February 2011 by the InstitutoProvincial de Juegos y Casinos (Provincial Gaming Authority). In October 2013, Ciesa sold to Casino Buenos Aires5% of its shares in Traylon S.A., and therefore Casino Buenos Aires owns 55% and Ciesa 45% of the shares.

In November 2011, we completed the acquisition of a 33.3% ownership interest in Bingo Los Polvorines,a bingo hall located in the metropolitan area of Buenos Aires, for a total consideration of A5.9 million. Thebusiness hosts bingo games and 428 slot machines. As part of our partnering arrangements with Casino Club, weare currently exploring investment opportunities with respect to two bingo halls that may be operated in theProvince of Buenos Aires.

Colombia. We own and operate 46 electronic casinos in Colombia with a total of 3,220 slot machines.The electronic casinos are located in Bogota, Medellin, Cali, Costa Norte, Barranquilla, Eje Cafetero andCartagena. We have completed the process of integrating the Unidelca operations into our existing operations inColombia. This process included the integration of Unidelca’s and Winner Group’s offices, the migration ofUnidelca onto Winner Group’s IT systems, the alignment of business processes in order to increase productivityand a reduction of overall headcount.

Panama. We operate 26 electronic casinos and 7,039 slot machines in Panama.

Peru. We operate two electronic casinos in Peru. The Joker Miraflores, which has an aggregate of155 casino-style slot machines and which is located at the Double Tree (Hilton) Hotel in Lima, was opened inOctober 2005. The Premie Casino, which has 120 casino-style slot machines was reopened on December 2006.Operating licenses for these two electronic casinos must be renewed on an annual basis.

Bingo Division

Spain. We believe we are the leader of the bingo market in Spain, with, as of September 30, 2013, atotal of 48 bingo halls, of which 35 are operated and majority owned by us. The remaining 13 bingo halls, in whichwe hold less than a majority interest, are operated by local partners.

Our bingo halls generate revenues from the sale of bingo cards, operations of slot machines installed inits halls and from food and beverage sales.

Revenues from traditional bingo games in Spain have been declining in recent years. We believe that thisis due to a variety of factors. In Spain, we have been introducing machines, such as electronic bingo games, slotmachines, and electronic roulette games, into some of our bingo halls. We believe that the introduction of thesemachines in our bingo halls will partly compensate for the decline of traditional bingo revenues.

During the twelve months ended September 30, 2013, our bingo halls in Spain received approximately5.5 million visitors with an average wagered amount of approximately A67 per visit. In connection with efforts toreduce our cost base and enhance our portfolio, we closed one underperforming bingo hall in 2010, five additional

116

underperforming halls in 2011 and three underperforming halls in 2012. We may close additional underperformingbingo halls in Spain in the future.

Our bingo halls are strategically located in most of Spain’s main cities in nine of the 17 autonomousregions:

• 14 in Andalusia;

• 12 in Catalonia;

• 8 in Madrid;

• five in the Canary Islands;

• two in Castilla la Mancha;

• two in Aragon;

• two in the Basque Country;

• two in Valencia; and

• one in Cantabria.

Mexico. During October 2005, we entered into an agreement with a Mexican company, Promociones eInversiones de Guerrero S.A. (Pringsa), which holds a license to operate a total of 58 bingo halls in Mexico. InApril 2010, we consummated an agreement with our Mexican partners under which we increased our ownershipinterest in Pringsa from 51% to 100% and the rights to utilize the license for 29 of the 58 bingo halls weretransferred to our partners in a cash free spin off. As a result, Cirsa now owns 100% of Pringsa. Pringsa holds thelicense and the right to operate 29 bingo halls, including the 20 bingo halls operating in Mexico as ofSeptember 30, 2013.

In 2010, 2011, 2012 and the first nine months of 2013, we made significant investments in our bingo hallsin Mexico in order to remodel and expand our facilities and implement the new ‘‘Casino Life’’ concept. The‘‘Casino Life’’ concept offers our bingo hall customers a wide range of entertainment including cafes, bars, livemusic, sports betting and electronic bingo machines. During this period, we have enhanced our offering in bingohalls by installing top of the line casino-style slot machines made by Bally, International Game Technology, WMSGaming Inc. and Aristocrat.

Italy. Our Bingo Division holds minority interests in companies that own and operate eleven bingo hallbusinesses in Italy.

B2B

Our B2B Division designs, manufactures and distributes slot machines and gaming kits for the Spanishand international markets, and also engages in the development of interactive gaming systems, concentrating onready-to-market products such as interconnected slot machines, linked bingo products and electronic and on-linelotteries.

We sell slot machines directly from our manufacturing plant or through distributors, some of which wecontrol or have investments in, to independent customers (mainly slot machine operators and other gamingestablishments), as well as directly to our other divisions, principally the Slots Division.

117

Slot Machines. We manufacture a wide variety of slot machines. Our slot machines commonly featurereel and video format options, standard and ‘‘mini’’ sizes, full operator flexibility to adjust the limits regarding bets,maximum prize payout, aggregate prize payout as a percentage of amount wagered and other features inaccordance with local regulations and operator preferences. In addition, our slot machines feature information andcollection control systems and an optional bill validation device. In order to attract customers and compete withslot machines introduced by competitors, we introduce new games and themes that require our slot machines to bechanged sooner than their mechanical life would require. The cost of a new slot machine is relatively small ascompared to the increase in revenues attributable to a new successful game and is, on average, recovered by slotmachine operators within a few months. The average selling price of one of our slot machines is approximatelyA1,824. From time to time, we provide volume discounts to purchasers.

We offer gaming kits to convert slot machine cabinets from an old game to a new game. The cost of a kitis lower than the cost of a new slot machine, therefore, purchasing gaming kits allows our customers to increasetheir revenues without having to invest in a new slot machine. The mix and relative profitability of slot machinecabinets and gaming kits can vary over time due to a variety of reasons, including general market conditions, theavailability and popularity of new slot machine games, differences in demand for a game among regional marketsand the pricing strategy of particular slot machine producers and distributors.

Product Sales. The following table sets forth total sales of our slot machines for the periods indicated:

Number of units sold

Year ended December 31, Nine months ended2010 2011 2012 September 30, 2013

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,050 30,536 32,215 23,975

In the twelve months ending September 30, 2013, we sold a total of 35,166 slot machines cabinets, gamingkits and other gaming machines, predominantly in Spain.

Production. We assemble all our slot machines in Spain.

We design most of our main core components, and outsource their manufacturing. Our assemblyprocesses consist of component sub-assembly, final product assembly, customization and final testing. We also applyjust-in-time management principles to match inventory levels to production needs.

We depend on many suppliers for the components used to assemble our slot machines. We have notencountered any significant production problems with any of these suppliers. We believe that the relevantcomponents could be obtained from alternative suppliers, although at a higher potential cost and with a lowerprobability of timely delivery.

We ensure product quality through periodic internal inspections and use prototypes and pre-series batchesto certify both individual components and manufacturing processes before mass production. In addition, we providea limited three-month warranty on slot machines sold in Spain and will replace defective products during that timeperiod.

Distribution of Products in Spain. We distribute slot machines and gaming kits in Spain through fourchannels of distribution: the Slots Division, independent slot machine operators, controlled distributors, andindependent distributors. Large slot machine operators purchase slot machines and gaming kits directly from oursales offices. Most other slot machine operators buy from distributors who offer a wide selection of products (bothmanufactured by us and by third parties) at their sales showrooms and provide technical assistance. In order toobtain a direct relationship with these slot machine operators and increase our knowledge of their needs, we haveacquired a 50% interest in several distribution companies which cover the most significant regions of Spain.

118

The following table shows our percentage sales of slot machines and gaming kits in Spain for each of ourchannels of distribution for the periods indicated:

Year ended Year ended Year endedDecember 31, December 31, December 31, Nine months ended

Distribution channels 2010 2011 2012 September 30, 2013

(%)Slots Division . . . . . . . . . . . . . . . . . . . . . . . . . 24.9 34.7 36.1 29.4Independent slot machine operators . . . . . . . . . . 8.0 8.8 8.2 6.5Owned slot machine distributors . . . . . . . . . . . . 47.9 38.0 34.9 34.2Independent slot machine distributors . . . . . . . . 19.3 18.5 20.7 29.9

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0%

Research and Development. We design all aspects of slot machines, from the rules and graphics of thegame to computer software and hardware. We believe that the design of slot machines is critical in attractingplayers. In order to maintain player interest, games must be attractive, visually stimulating, interesting and varied.Consequently, we regularly test consumer views of the games’ aesthetics, features and quality, as we seek toprovide a regular supply of new and popular games to the market.

As of September 30, 2013, we have a team of over 79 employees in our research and development group,including software programmers and designers who are responsible for designing software that is used in our newslot machine models. Our most popular slot machine models incorporate software designed by our research anddevelopment group.

Our interactive business is focused on network systems, linked bingo products, on-line lotteries andelectronic instant lotteries. We are also working to develop video lottery management systems.

Networks. We support the Italian slots business by providing a platform that enables the interconnectionof thousands of slot machines. This network systems technology will also be used in the network for our ItalianVLT business.

Bingo Link. We have developed a system that allows the networking of multiple bingo halls. The systemallows real-time linking of multiple bingo halls, thereby offering our customers the potential for larger prizes andjackpots. Additionally, the system is capable of delivering new bingo games and printing bingo cards in-house. Ourbingo link system is operational in Andalusia, Madrid, the Canaries and Catalonia. As of September 30, 2013,more than 130 bingo halls are permanently linked under central systems for each region, 31 of which are operatedand majority owned by us and 12 of which, in which we hold a minority interest, are operated by local partners.

On-Line Gaming

Our On-Line Gaming Division commenced operations in Spain and Italy during the third quarter of 2012after obtaining the necessary permissions and licenses. Our offer includes sports betting, roulette, blackjack, ‘‘puntoy banca’’, poker and bingo. We expect that it will take approximately three years to reach EBITDA break even.Our on-line gaming plans do not contemplate any material investments because our operating platform is based ontechnology partnerships with global suppliers.

Competition

Slots Division

Due to the fragmentation of the slot machine segment in Spain, we compete with a large number ofregional and, generally, much smaller slot machine operators. There are, however, several significant competitors,including Codere and Orenes, which we believe are substantially smaller than us. In Italy, we compete with a

119

number of other authorized slot and VLT operators, some of which are substantially larger than us and have accessto significant financial resources. The principal factors of competition in this segment are the ability to maintaingood on-going relationships with site owners, provide excellent service to the site owner and place popular slotmachines and VLTs at the most attractive sites. In order to obtain the most profitable sites, we may selectivelyacquire slot machine operators when available. To retain the profitable sites, we must offer attractive renewalagreements to our current site owners. As the market for slot machines is consolidating, we may compete withthese larger competitors to acquire new or existing slot machine sites.

Casinos Division

Although casino owners have had limited direct competition from other casinos, we may face competitionfrom other forms of gaming, for instance bingo hall operators. In Spain and Latin America, the number of casinolicenses issued may increase in certain jurisdictions in which we operate and, as a result, there may be an increasein direct competition between casinos. The principal competitive factors in the industry include the quality andlocation of the facility, the nature and quality of the amenities offered and the implementation of successfulmarketing programs.

Bingo Division

Although the bingo hall market in Spain is dominated by a few large companies, we compete with a largenumber of regional bingo hall operators. Our principal competitors, each of which is substantially smaller than us,are Grupo Alfredo Garcıa, Grupo Ballesteros, Grupo Rank and Grupo Orenes Franco. In addition, we estimatethat independent owners operate several hundred bingo halls throughout the country. In Mexico, we operatedapproximately 6% of the total licensed bingo halls in 2012 and we compete with other licensed bingo halloperators and unlicensed operators. Operators of bingo halls also face competition from other forms of gaming.We believe that our size allows us to compete effectively in the bingo hall market and that the economic downturnand the increase in availability of advanced technologies will bring further consolidation in bingo hall operations.

B2B Division

In the manufacturing of slot machines for Spain, there is a high level of competition between a smallnumber of manufacturers who dominate the Spanish market. The Spanish slot machine market is a separatemarket from the international slot machine market due to consumer preferences and Spanish regulations whichimpose, amongst others, specific design requirements on slot machines that are not placed in casinos. In slotmachine manufacturing, our main competitors in Spain are Recreativos Franco and SENTE. The quality, appealand originality of games are the key factors in determining the success of our B2B Division.

Manufacturers of slot machines can be expected to continue to improve the design and performance oftheir slot machines and to introduce new popular games with greater revenue producing potential and morecompetitive prices. From time to time, one or more of our new games may prove unsuccessful, which may causeour market share to erode and our profitability to decrease. We have been successful in introducing popular newgames in the past and, because of our continuing commitment to research and development, are confident that wecan produce popular new games in the future.

Technological Change

Constant innovation is particularly important in the manufacture of slot machines, because they have ashort commercial life. For instance, we believe that the average commercial life of an installed slot machine isapproximately four to five years in Spain. In addition, existing technology (such as internet gaming), as well asproposed or as yet undeveloped technologies may become more popular in the future and render our games lessprofitable or even obsolete. We believe that we have developed technological and other advantages such as theproprietary technology contained in some of our most popular games, as well as the new generation of slotmachines in video formats which allow a wide variety in choice of games, including poker, blackjack, keno and

120

bingo. However, we cannot assure you that these technological and other changes would allow us to continue toinnovate and compete effectively.

Strategic Arrangements in Argentina

During May 2007, we and Casino Club S.A. obtained regulatory approval for our strategic arrangementswith respect to the operation and future development of our casino operations in the key areas of Buenos Aires,Argentina’s capital and largest city. We and Casino Club also continue to work together with respect to thedevelopment and operation of any future gaming operations that we might undertake in Argentina.

Cirsa, through our subsidiary Casino Buenos Aires, and Casino Club and HAPSA (owner of the Palermoracetrack), through their subsidiary Ciesa, entered into a joint venture agreement known in Argentina as a UTEwith respect to the operation and future development of the casino business in the city of Buenos Aires. Witheffect from June 1, 2007, our two existing riverboat casinos in Puerto Madero have been operated under the UTEcontractual arrangement. The UTE arrangement is overseen by a five-person management board, of which weappoint three members, with key decisions regarding the UTE arrangement requiring a supermajority approval. Weand Ciesa each have a 50% economic interest under the UTE arrangement, although we entered into anamendment with effect from January 1, 2012 for a four-year term pursuant to which we receive 45% of thedividends paid under the UTE in consideration of Ciesa’s agreement to supply assumed costs relating to themanagement of assets being operated under the UTE. The amendment is effective between Ciesa and us, however,is not effective vis-a-vis third parties as it has not been registered with the Public Registry of Commerce. We haveretained the ownership of all of our existing properties, including the licenses, and all other assets being operatedunder the UTE arrangement. As part of the arrangements, we committed to invest up to $120 million.Approximately $20 million was invested to refurbish the main riverboat casino, including the installation of newslot machines, new gaming machine equipment, latest generation operating systems (accounting, player trackingand ticket-in/ticket-out (TITO)), site decoration and the enhancement of food and beverage facilities. This projectwas completed in June 2008. The refurbishment of our second casino was completed in 2009. The refurbishment ofthe second casino and the construction of new access facilities that connect the two vessels and a new receptionfacility were completed in 2010. As a result of the completion of this project, the investment commitment of Ciesawas satisfied.

We acquired a 50% interest in Casino de Rosario S.A., which owns a concession in Rosario, from CasinoClub during 2007. At the time of acquisition, Casino Club was developing the Rosario casino after winning anexclusive 30-year concession to operate a casino in Rosario. We acquired our stake for consideration of$20 million, half of the $40 million of funds invested by Casino Club in developing Rosario to that time. Thecasino commenced operations in October 2009 and the total cost of the casino through the date of opening wasapproximately $260 million. In June 2013, Casino de Rosario S.A. registered the transfer of its shares owned byCasino Club S.A. to its affiliate Inverclub.

In November 2011, we completed the acquisition of a 33.3% share in Bingo Los Polvorines, a bingo halllocated in the metropolitan area of Buenos Aires for a total consideration of A5.9 million. Casino Club acquired anequal stake of the bingo hall, which is operated by our combined casino management team. We consolidate 33.3%of the financial results of this hall into our Casino Division results.

In November 2013, Casino Buenos Aires and Magic Star (an affiliate of Casino Club) entered into a UTEwith respect to the operation of two bingo halls in the Province of Buenos Aires (the ‘‘Magic Star UTE’’).

Under the Magic Star UTE arrangement, Magic Star will have a 66.66% economic interest and CasinoBuenos Aires will have a 33.34% economic interest. Magic Star will contribute the concession permits and certainother assets directly related to the day-to-day operations of the bingo halls. Casino Buenos Aires has agreed tomake certain investments, including the acquisition of slot machines, of up to approximately US$30 million overthe duration of the arrangement. Magic Star and Casino Buenos Aires agreed to share any additional costsaccording to their respective economic interests. We expect that our initial investment under the Magic Star UTE

121

during 2014 would be approximately US$10.0 million, which would be funded through the resources of ourArgentina operations.

Property, Plant and Equipment

Our principal executive offices are located at Carretera de Castellar, 298, Terrassa (Barcelona), Spain, andare owned by Nortia. See ‘‘Certain Relationships and Related Party Transactions.’’ The table below sets forth ourprincipal properties as of September 30, 2013.

ApproximateLocation Size (m2) Purpose

Terrassa, Spain(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,341 Corporate HeadquartersTerrassa, Spain(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,009 Unidesa R&D CenterTerrassa, Spain(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600 Bingo Equipment ManufacturingTerrassa, Spain(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,331 Unidesa FactoryValencia, Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,672 Casino (Valencia)Marbella, Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,427 Casino (Marbella)Buenos Aires, Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,623 Riverboat CasinosBuenos Aires, Argentina(2) . . . . . . . . . . . . . . . . . . . . . . . . . . 54,000 Administrative Support BuildingsRosario, Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130,000 Hotel & Casino

(1) Indicates a property that is leased. See ‘‘Certain Relationships and Related Party Transactions.’’

(2) Includes a 1,770 m2 administrative building and a 44,547m2 visitor parking area.

Employees

The number of employees employed by us at the end of 2010, 2011, 2012 and the nine months endedSeptember 30, 2013 were 16,047, 15,545, 15,344 and 15,115, respectively. Most of our employees have a permanentemployment contract. The following tables set forth, as of September 30, 2013, a breakdown of our employees bythe main category of activity and geographic area:

Category of activity Number

Slots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,456Casinos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,203Bingo(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,736B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338On-Line Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,115

(1) Includes employees of bingo halls in which we own less than a majority interest.

Geographic area Number

Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,725Italy(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 620Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,676Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,456Panama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,497Dominican Republic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 627Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,514

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,115

(1) Includes employees of bingo halls in Italy in which we own less than a majority interest.

122

We are subject to different national and regional industry-wide collective bargaining agreements in eachof the respective sectors in which we operate, except for our casinos in Marbella, Valencia, Pucol, La Toja andBuenos Aires, whose employees are party to collective bargaining agreements directly with us. In addition, we area party to a collective bargaining agreement with the employees of Universal de Desarollos Electronicos, S.A., aslot machine manufacturing subsidiary, concerning hours of employment. Under the relevant national and regionalcollective bargaining agreements, salary scales are established for each position in each industry. These salaryscales are usually revised annually and typically provide for increases in the salary scales in accordance withincreases in the consumer price index in Spain or a slightly larger increase (usually 1% to 2%). We have a policyof meeting or exceeding the established salary scales for our employees.

Over the past few years, temporary collective layoff measures have been implemented at three of ourcasinos operated by entities acting as Guarantors under the notes. In 2010 and in 2011, Casino Cirsa Valenciareceived local government approval and implemented temporary labor reductions at two casinos it operates, CasinoPuzol and Casino Cirsa Valencia, respectively. These temporary reductions will remain in effect until December 31,2016 and December 31, 2015, respectively. Furthermore, Casino Nueva Andalucia implemented a temporarycollective layoff measure in March 2013, which will remain in effect until February 28, 2015 for hospitalityemployees and February 28, 2017 for gaming employees.

We believe our relationships with employees and unions to be satisfactory.

Licenses and Trademarks

We have registered our corporate logo and have registered, or are in the process of registering, each ofour relevant brand names, marks and logos which distinguish our products for trademark protection in Spain andother jurisdictions, including the European Union and the United States.

Environmental and Other Government Regulations

Our manufacturing facilities are subject to environmental, health and safety and other laws andregulations, including laws and regulations governing disposal of solid and a variety of hazardous waste and waterdischarges from our silk screen printing operations. We are required to obtain environmental licenses for ourproduction facilities and are also subject to periodic inspections by regulatory authorities. We have not incurredany significant environmental liabilities during our history.

Our products, activities and premises are subject to regulatory approvals in the countries in which we actas an operator of slot machines, casinos or bingo halls or the countries in which we sell our slot machines. See‘‘Regulation.’’

Litigation

Legal Proceedings and Claims relating to Buenos Aires Casinos

Our casino operations in Buenos Aires, Argentina have been directly and indirectly subject to a variety oflegal proceedings and other claims over the past fifteen years. These proceedings and claims have included severalproceedings regarding the validity of the license, criminal proceedings against a number of our directors andemployees in Argentina relating to the importation of the riverboat casino into Argentina and potential tax claimsby municipal tax authorities.

Litigation in connection with the casino license

The operation of our casino in Buenos Aires has been subject to local government challenge and relatedlitigation. There have been six principal proceedings. The proceedings have taken place in the Federal courts ofArgentina and the City courts of the City of Buenos Aires.

123

Proceedings relating to the power to license and regulate riverboat and adjacent land

The first proceeding principally involves the City of Buenos Aires and the State Lottery of Argentina. In1999, shortly after the State Lottery of Argentina granted the license to operate our casino in Buenos Aires, theCity of Buenos Aires challenged the State Lottery of Argentina’s authority to grant us our license and ordered usto stop any gaming activities in our casino. Immediately thereafter, the State Lottery of Argentina commencedlegal proceedings before an Argentine Federal court against the City of Buenos Aires seeking an injunction toprevent any interference with its jurisdictional authority by the City of Buenos Aires.

Simultaneously, the captain of the riverboat casino (an employee of Casino Buenos Aires) commenced asecond legal proceeding before an Argentine Federal court against the City of Buenos Aires, the Federalgovernment and the Federal Port Authority seeking a court ruling to determine the jurisdiction and regulatoryauthority over the gaming activity on the riverboat. Casino Buenos Aires joined this proceeding at a later stage andrequested a temporary restraining order to suspend any legal action aimed at interfering with the riverboat casino’sgaming activities. The temporary restraining order was granted by the lower Federal court and confirmed by theFederal Court of Appeals in 1999.

Casino Buenos Aires initiated a third proceeding by filing a claim against the City of Buenos Airesrequesting an injunction to prevent the City of Buenos Aires from exercising jurisdiction over the land next to ourriverboat. The Federal court granted a temporary restraining order against the City of Buenos Aires. Thetemporary restraining order was appealed by the City of Buenos Aires before the Federal Court of Appeals.

Proceedings relating to the settlement agreement

On October 30, 2003, the City of Buenos Aires and the State Lottery of Argentina entered into asettlement agreement relating to the first legal proceeding, in which the parties agreed (i) that the State Lottery ofArgentina has the regulatory authority over our casino in Buenos Aires, (ii) a method for the distribution ofgaming royalties and related fees between them, and (iii) the termination of all pending litigation between them, ineach case without acknowledgement by either party of any underlying rights. The settlement agreement has a fouryear renewable term, and either the State Lottery of Argentina or the City of Buenos Aires may terminate thesettlement agreement by giving notice within 120 days prior to the expiration of any four year period.

Following this settlement agreement in the first legal proceeding a fourth proceeding was initiated by theCity of Buenos Aires Ombudsman. This proceeding was discontinued by the City of Buenos Aires Ombudsman,but was subsequently renewed by a private individual. In March 2005, in response to the complaint brought bysuch individual against the City of Buenos Aires, a City court of the City of Buenos Aires (which is a municipalcourt, and not a Federal court) ruled that the settlement agreement was void and the law ratifying the settlementwas contrary to the constitution of the City of Buenos Aires, and ordered that our casino in Buenos Aires beclosed. The City of Buenos Aires appealed the decision of the City court of the City of Buenos Aires. Uponbecoming aware of this decision (we are not party to the proceeding in the City court and did not have access tothe court file), we requested that the Argentine Federal court extend the existing injunctions against the City courtof the City of Buenos Aires order. On March 23, 2005, the Federal court issued orders to the Argentine CoastGuard, National Gendarmerie, the Federal Police and the City of Buenos Aires ordering them to observe therulings issued in the Federal court case and to abstain from taking any action that may hinder of affect activitiescarried out on the casino under the license granted by the State Lottery of Argentina. The Federal court alsoordered measures to preserve its jurisdiction and the injunctions that it has ordered.

As a result of the aforementioned ruling by the City court of the City of Buenos Aires declaring thesettlement agreement void, Casino Buenos Aires initiated a fifth proceeding, which was a declarative lawsuit beforean Argentine Federal court against the City of Buenos Aires to obtain a ruling on the constitutionality and validityof the settlement agreement. Casino Buenos Aires also requested an injunction to prevent the City of BuenosAires from exercising jurisdiction over the second riverboat. The injunction was granted by the Federal court infavor of Casino Buenos Aires, but the City of Buenos Aires appealed. On February 10, 2006 the Federal Court of

124

Appeals confirmed the injunction in favor of Casino Buenos Aires. The City of Buenos Aires appealed theinjunction, but the Federal Supreme Court rejected the appeal on August 30, 2006. The court file was sent back tothe Argentine Federal court where Casino Buenos Aires initiated the declarative lawsuit, in order for suchproceedings to be continued. On April 19, 2011, the Argentine Federal court affirmed the validity and legal effectof the settlement agreement. The court also affirmed the right of Casino Buenos Aires to operate gaming activitieson a boat as authorized by the State Lottery of Argentina. The Federal court decision is a final decision as it wasnot appealed.

With respect to the fourth proceeding, on October 6, 2006, the Supreme Court of the City of BuenosAires (the highest court of the City of Buenos Aires) reversed the City court’s prior ruling, on procedural grounds.According to the Supreme Court of the City of Buenos Aires, the State Lottery of Argentina should have been aparty (as a defendant or as a third party defendant) since the beginning of the proceedings, and the State Lotteryof Argentina did not have knowledge of such proceedings until it was served with notice of the City court decision.Moreover, the Supreme Court of the City of Buenos Aires stated that had the State Lottery of Argentina been adefendant, the case would have fallen under the scope of federal jurisdiction (and not under the jurisdiction of theCity court). In the event that a new case is to be filed against the State Lottery of Argentina, the case should befiled in a Federal court.

However, the Supreme Court of the City of Buenos Aires also stated that subject matter jurisdiction overgaming activities (especially casinos) is local and that all casinos are subject to the control of the Provinces, exceptthe casino in the city of Buenos Aires (due to its settlement agreement with the State Lottery of Argentina). TheSupreme Court also stated that it is generally not possible to limit the police powers of the government of the Cityof Buenos Aires with respect to gaming activities and income levying, despite the fact that the casino is harboredin the port of the city. Furthermore, the Supreme Court of the City of Buenos Aires pointed out that lowerFederal courts cannot interfere with the jurisdiction of local courts and that, although there can be disputesbetween federal and local courts as to which court has jurisdiction over the case, under Argentine law, a lowerFederal court cannot mandate a local court.

Developments in the proceedings relating to the riverboat and adjacent land

In connection with the second legal proceeding the City of Buenos Aires requested a clarification as towhether the Federal court ruling also prohibited the City of Buenos Aires from imposing taxes on the riverboatcasino. The Federal court rejected this request, and the City of Buenos Aires appealed the decision. While thisissue was on appeal, the State Lottery of Argentina entered into the settlement agreement, and argued that theappeal had become moot on account of the settlement agreement. The Federal Court of Appeals requested thatthe City of Buenos Aires advise the Court if they were ending their appeal in light of the settlement agreement.The City of Buenos Aires answered that it was continuing the appeal, and asked that the Federal Court of Appealsrule on the appeal. The Federal Court of Appeals rejected the appeal and confirmed the injunction preventing theCity of Buenos Aires from assessing or collecting municipal turnover tax. The City of Buenos Aires filed anextraordinary appeal that was also rejected. The City of Buenos Aires then filed a remedy of complaint (recurso dequeja) before the Federal Supreme Court. In February 2009, Casino Buenos Aires amended its complaint onaccount of legislation passed by the City of Buenos Aires establishing specific rates applicable to betting and gamesof chance for municipal turnover tax.

On October 18, 2011, the Federal Supreme Court determined that the remedy of complaint (recurso dequeja) should be decided by the court, declared the decision of the Federal Court of Appeals without effect, andconcluded that the lawsuit filed in the case was moot due to the existence of a settlement agreement. Additionally,because the original purpose of the lawsuit filed in the case was seeking a ruling to determine jurisdiction andregulatory authority over gaming activity on the riverboat, the Supreme Court determined that any decision relatedto the exercise of local tax powers by the City of Buenos Aires was beyond the scope of its decision.

On October 24, 2011, Casino Buenos Aires commenced a sixth proceeding in a Federal court against theFederal government, the State Lottery of Argentina and the City of Buenos Aires to determine the applicability of

125

municipal turnover tax in light of the concession documents and the settlement agreement. In connection with thisproceeding, on November 9, 2011, the Federal court granted an injunction pursuant to which the City of BuenosAires was ordered to abstain from issuing any administrative decision or taking any action to collect municipalturnover tax in relation to the activities of Casino Buenos Aires in the Estrella de la Fortuna and Princess boats,until a final decision was made in relation to the lawsuit. The injunction was appealed by the City of Buenos Airesbut rejected. An extraordinary appeal was similarly rejected by the Court of Appeals in December 2012. The Cityof Buenos Aires filed a remedy of complaint (recurso de queja) with the Federal Supreme Court, which wasrejected in September 2013. With respect to with the main proceeding, the State Lottery of Argentina answeredthe complaint. The court file was then sent to a City of Buenos Aires lower court that claimed jurisdiction on thecase, which has been contested by Casino Buenos Aires and has not been resolved as of the date of this listingcircular. In a connected proceeding, Casino Buenos Aires obtained an injunction that ordered the City of BuenosAires to abstain from issuing any administrative decision or taking any action that might imply the exercise ofpolice power or administrative power over the main and accessory activities carried out by the Casino BuenosAires—Ciesa UTE. The injunction was notified to the City of Buenos Aires and the State Lottery in December2012, and has been appealed to the Supreme Court through the filing of a remedy of complaint (recurso de queja).

In connection with the third proceeding, in which Casino Buenos Aires had sought an injunction againstthe City of Buenos Aires, the Federal Court of Appeals upheld the injunction granted by the Federal courtpreventing the City of Buenos Aires from exercising jurisdiction over the land adjacent to our riverboat casino.The City of Buenos Aires unsuccessfully filed an extraordinary appeal against this decision. In July 2008, theFederal court suspended the third proceeding pending resolution of the second proceeding. Following a finaldetermination that the second proceeding was moot due to the existence of the settlement agreement, the Federalcourt similarly concluded that the third proceeding was also moot. Casino Buenos Aires reserved the right to file anew lawsuit in connection with the land adjacent to the riverboat casinos. In April 2010, City of Buenos Airesofficials attempted to inspect and to stop a construction project being undertaken on the land adjacent to ourriverboat casinos. Casino Buenos Aires representatives informed such officials that the construction project hadbeen authorized by the Federal Port Authority and that the injunctions ordered in the proceedings prevented theCity of Buenos Aires from exercising jurisdiction over the land adjacent to our riverboat casinos. Casino BuenosAires filed a petition to inform the court about such attempt by the City of Buenos Aires and the court orderedthat a notice be sent to the City of Buenos Aires informing it that the injunctions ordered in the proceedings werein full force and effect.

Amendment to the Settlement Agreement

In December 2013, the City of Buenos Aires and the State Lottery of Argentina entered into anamendment to the settlement agreement. Subject to the provisions of the settlement agreement, Casino BuenosAires has undertaken to pay a special and supplementary fee to the State Lottery of Argentina assigned to the Cityof Buenos Aires, provided certain conditions are satisfied. Subject to the amendment becoming effective, paymentsunder the amendment will commence in January 2014 and will be made throughout the duration of the settlementagreement. The parties have agreed that upon receipt of the amounts set forth in the amendment the City ofBuenos Aires will relinquish all claims related to the payment of the municipal turnover tax and any other specifictaxation on gaming activities conducted by the casinos. The amount payable under the monthly fee is determinedbased on a formula set forth in the settlement amendment. Based on such formula and certain assumptions, weestimate that the payments will be approximately US$9.0 million annually (of which the proportionate share ofCasino Buenos Aires would be approximately US$4.0 million).

The effectiveness of the amendment is subject to the approval of the board of directors of the StateLottery and the Institute of Gaming of the City of Buenos Aires and the ratification of the legislature of the Cityof Buenos Aires, the shareholders of the State Lottery and the National Executive Branch.

The amendment sets forth that both the amendment and the original agreement may be rescinded by theState Lottery automatically if the City of Buenos Aires intends to (i) claim the payment of municipal turnover taxfrom Casino Buenos Aires, or (ii) levy any other tax on operations relating to games of chance conducted by

126

Casino Buenos Aires. Pursuant to the amendment, the parties agreed that the execution of the amendment doesnot imply a waiver of their respective power in the matters of gaming in the city of Buenos Aires, nor acknowledgethe other parties’ purported rights in such matters and that any issues related to jurisdiction in connection with theoperations and exploitation of gaming activities in the City of Buenos Aires will be determined by the Comision deEnlace created by the original agreement.

Casino Buenos Aires has undertaken to pay the special and supplementary fee subject to the followingconditions, which are part to Annex I of the amendment: (i) that the percentage of the fee be fixed at 3.0% of thenet result of the formula detailed therein; (ii) that the receipt of the fee under the amendment will extinguishclaims by the City of Buenos Aires related to the payment of the municipal turnover tax and any other specifictaxation on their gaming activities; and (iii) that Casino Buenos Aires reserves the right to cancel andautomatically interrupt the payment of the special and supplementary cannon if the City of Buenos Aires intendsto claim or attempts to tax with any other tax the operations relating to games of chance carried out in theriverboat casinos, or carry out actions that harm the gaming operations or put at risk their continuity.

On December 16, 2013, the amendment to the settlement agreement was challenged as unconstitutionalby an individual citizen in a City of Buenos Aires court. In conjunction with his filing, the individual sought toenjoin the enforcement of the provisions of the amendment extinguishing the City of Buenos Aires’ tax claims overCasino Buenos Aires as well as the provisions permitting the State Lottery of Argentina to rescind the settlementagreement in the event the City of Buenos Aires seeks to assert taxing authority over Casino Buenos Aires. OnDecember 18, 2013, the court granted the injunction and suspended the implementation of the amendment’sprovisions. The City of Buenos Aires has appealed the decision but no decision has been made by the Court ofAppeals as of the date of this listing circular. If the City of Buenos Aires’ appeal is unsuccessful, we will continueto operate as we have in the past under the settlement agreement and to legally contest efforts by the City ofBuenos Aires to exert regulatory and taxing authority over our operations.

In December 2013, a member of the City of Buenos Aires’ legislature filed a bill to declare null and voidthe city law that approved the amendment to the settlement agreement.

The current term of the settlement agreement expires in December 2015. If upon termination of thesettlement agreement, the City of Buenos Aires decides to initiate new legal proceedings challenging the validity orour license or the State Lottery of Argentina’s regulatory authority over our casinos in Buenos Aires, or otherwiseinterferes with its operation, we believe we may be able to prevent such interference under temporary restrainingorders issued at our request and currently in force against the City of Buenos Aires, or by requesting newrestraining orders in the future. However, we cannot assure you that any such temporary restraining orders will begranted or enforced.

Claims for Municipal Turnover Tax

Over the course of the various proceedings the City of Buenos Aires also has claimed that the riverboatcasino is subject to a so-called municipal turnover tax. This is a local tax levied by the City of Buenos Aires on anycommercial activity usually performed, regardless of the type of activity or the nature of the person performing theactivity. The amount of the tax is determined on the basis of the gross income during the fiscal year of the taxedactivity. The City of Buenos Aires has neither assessed nor claimed any specific amount for this tax yet. The Cityof Buenos Aires, however, has made several attempts to inspect our premises in Buenos Aires in order to obtainthe necessary evidence and information to be able to assess and collect such tax. We do not believe that we aresubject to the turnover tax on a variety of grounds. Among other things, our riverboat casino is not located withinthe jurisdiction of the City of Buenos Aires. In addition, we believe that under the settlement agreement, asamended, the City of Buenos Aires is prevented from making any tax claims against Casino Buenos Aires. The cityis also enjoined from making any such claims under the temporary restraining orders issued by the ArgentineFederal Court. Nevertheless, if we were found to be subject to such tax and required to pay such tax, it could havea material adverse effect on our results of operations. We have recently entered into an amendment to thesettlement agreement that, among other things, satisfies the obligations of the riverboat casino to pay the

127

municipal turnover tax. See ‘‘—Litigation in connection with the casino license—Amendment to the SettlementAgreement’’.

Criminal proceedings against former officer

On October 15, 1999, four members of Congress made a criminal claim in an Argentine Federal CriminalCourt based on the alleged smuggling of the riverboat on which our casino in Buenos Aires is operating. Thealleged smuggling relates to the payment of certain customs taxes in connection with the importation of theriverboat, which were already satisfied by Casino Buenos Aires. A criminal case was initiated against Mr. SanchezUroz, former Chairman of Casino Buenos Aires, other directors and employees of the casino and public officers ofthe Argentine Federal Custom Authority. Casino Buenos Aires, however, was never accused of any wrongdoing.All charges were dismissed against all parties at such time. On April 21, 2004, an Argentine court issued an orderdismissing the charges against Mr. Sanchez Uroz, which decision was appealed by the prosecutor. On July 5, 2004,the Court of Appeals affirmed the ruling of the Argentine court. Both the prosecutor and the Argentine FederalCustom Authority appealed this decision of the Court of Appeals. Upon appeal, on April 12, 2005, the ArgentineCourt of Cassation revoked the decision of the Court of Appeals to dismiss the case on the grounds that the Courtof Appeals lacked sufficient grounds because certain evidence had not been duly considered. The Court of Appealsreviewed its previous dismissal of the case and on June 21, 2005, confirmed the dismissal based on additionalarguments that convinced the Court that there is insufficient evidence to prosecute Mr. Sanchez Uroz. Thedecision of the Court of Appeals has not been appealed to the Court of Cassation, which made the court’sdecision a final declaration.

Settlement of claims by Italian judicial body and regulator

In June 2007, the CdC (the Italian judicial institution whose responsibility is the safeguard of publicfinance), acting through its own prosecutor as permitted under Italian law, started proceedings against Cirsa Italiain relation to an alleged failure by Cirsa Italia to comply with (a) certain of their obligations arising from their roleas authorized network operators of AWPs in Italy (specifically, the complaint alleged (i) delay in the launch of theonline network; (ii) delay in the activation of the network; and (iii) delay in the connection of the gamingmachines to the online network); and (b) certain minimum service levels relating to the operation of gamingmachines (specifically, the complaint alleged a delay in network response to requests by AAMS of gamingvolumes). The CdC also sought to impose fines for such failures. The CdC claimed four types of penalties for thealleged violations. At or about the same time, the CdC, acting through its prosecutor, began similar proceedingsagainst the other nine Italian network operators, as well as proceedings against AAMS, alleging that AAMS hadbeen negligent in not ordering the fines itself.

After the CdC prosecutor started proceedings against the AAMS, the AAMS in turn started proceedingsagainst Cirsa Italia and the other nine network operators before the Administrative Court for the Region of Lazio(the ‘‘TAR’’). The AAMS claimed the same four types of penalties for the alleged violations as the CdC claim.

The CdC proceedings and the AAMS proceedings have been ongoing concurrently as described in thefollowing discussion.

CdC Proceedings

In the CdC proceedings against Cirsa Italia, the CdC prosecutor alleged that Cirsa Italia’s non-compliancehad resulted in damages to the Italian state, and calculated the compensation payable by Cirsa Italia for all of thealleged violations as A3.3 billion in the aggregate. Cirsa Italia filed a motion with Italy’s highest court, the Corte diCassazione, on the grounds that the CdC did not have jurisdiction over Cirsa Italia, nor over the subject matter atissue in the proceedings. In accordance with Italian civil procedure, we notified the CdC of our motion to theCorte di Cassazione. Pending a ruling on the issue by the Corte di Cassazione, the CdC suspended the proceedingsand suspended the effectiveness of its request for A 3.3 billion in compensation.

128

The hearing at the Corte di Cassazione on the issue of jurisdiction was held on October 27, 2009.Following the hearing, the Corte di Cassazione issued a ruling on December 4, 2009 holding that the CdC hadjurisdiction over the proceedings.

The Corte di Cassazione reasoned that the claims brought forth by the CdC were of a different naturethan those brought by AAMS, finding that while the AAMS’s claims were for our failure to comply with theservice standards of the concession, as amended, the CdC’s claims were brought by the CdC prosecutor for thealleged economic damage the Italian state has incurred as a result of our (and of the other network operators’)alleged conduct. Therefore, the Corte di Cassazione found that the CdC is the proper forum in which to determinethe existence and the extent of any damage to the Italian state.

On March 24, 2010, the CdC revoked the suspension of the effectiveness of its request for A3.3 billion incompensation and the suspension of the CdC proceedings on the merits to determine the amount of economicdamage, if any, Cirsa Italia should pay to the Italian state.

The proceedings resumed, and a hearing was held on October 11, 2010. During November 2010, the CdCissued two partial rulings, both of which rejected the procedural objections raised by Cirsa Italia. One of theobjections had asserted that the CdC prosecutor’s acts should be nullified because such acts were not based onspecific and detailed evidence of the damages allegedly suffered by the Italian state. A second objection hadasserted that the CdC prosecutor had proposed an illegitimate duplication of the damages allegedly suffered by theItalian state and the liquidated damages claimed by the AAMS. However, the CdC ruled that the standards usedby the CdC prosecutor to determine the amount of the A3.3 billion in compensation were incorrect, and that theprosecutor should determine what was the amount of lost income to the Italian state from the alleged conduct ofCirsa Italia and the other network operators. The CdC directed the prosecutor to undertake further investigationson this question.

The ruling also ordered that the governmental entity that has responsibility for the design andimplementation of the slot machine network, the SOGEI (Information and Communication Technology Companyof the Ministry of the Economy and Finance), should be added as a party to the CdC proceedings. The CdC alsodesignated a company to act as a technical consultant and to prepare a report to ascertain whether Cirsa Italia andthe other network operators are entirely responsible for the alleged economic damage to the Italian state orwhether other third parties, including the SOGEI, are also responsible. The CdC directed that the technicalconsultant deliver the report to the CdC within six months.

Pending the delivery of the technical report, Cirsa Italia filed an appeal against the CdC partial rulingissued in November 2010 on the grounds that the CdC prosecutor violated its legal obligation to only bring legalaction for damages to the Italian State where the damages were the result of gross negligence or willful misconductand after having obtained specific and detailed evidence of such damages. A hearing in respect of the appeal hasbeen set for March 24, 2013. Cirsa Italia also filed a separate appeal against the second November 2010 CdCpartial ruling on the grounds that (among the other procedural objections) the liquidated damages requested bythe CdC prosecutor constituted an illegal duplication of the fines claimed by the AAMS. A hearing in respect ofthis appeal has not yet been set.

Following the delivery of the technical consultant’s report, the CdC resumed its proceedings, andsubsequently issued a decision on February 17, 2012 affirming the merit of the claim brought by the prosecutoragainst Cirsa Italia. The decision was entered on the grounds that Cirsa Italia’s conduct resulted in an indirectwaste of public funds due to its failure to deliver a public service for which it received payment and orderedpayment by Cirsa Italia of an amount equal to A120 million. Cirsa Italia filed its appeal against this judgment onApril 23, 2012 on the basis that the decision was not based on solid evidence, that it violated substantive andprocedural principles for evaluation and quantification of damages, and that it did not take into account theprevious decision of the Italian Council of State on the same matter (as described below under ‘‘AAMSProceedings’’). In addition, argued that a decision on contractual damages did not fall within the jurisdiction of theCdC, which may only assess the existence of other damages.

129

In the fall of 2013, Cirsa Italia sought a settlement under recently enacted Italian legislation intended toexpedite the resolution of disputes over damages with the Italian treasury. On October 31, 2013, the CdC acceptedour settlement proposal. Under the settlement, we agreed to pay a total of A37.5 million, which included asettlement amount of A36 million (representing 30% of the disputed fine) and A1.5 million in interest. Finalpayment to the CdC was made by Cirsa on November 15, 2013, using A12.5 million of cash on hand andA25 million of funds drawn under our Revolving Credit Facility.

A hearing of the CdC is scheduled for January 31, 2014, at or following which the CdC is expected toissue a confirmation decree, which we expect will formally confirm that Cirsa Italia (and the other Italian networkoperators which entered into settlement agreements with the CdC) have settled the CdC proceedings.

AAMS Proceedings

In its proceedings against Cirsa Italia, the AAMS sought payment from Cirsa Italia of the same fines asclaimed by the CdC, in the same amount of A3.3 billion, not to be duplicative of the fines requested by the CdCprosecutor. On July 25, 2007, the TAR denied the AAMS’s request. The AAMS has not appealed this ruling, andthe ruling is final and no longer subject to appeal.

In March 2008, Cirsa Italia and the other nine operators executed a retroactive amendment to theirrespective concessions with AAMS. This amendment, which applied retroactively, reduced the standard of servicesrequired of the operators, concurrently reducing the fines applicable in case of failure to comply with the servicestandards, in line with an opinion of the Italian Council of State which had required the AAMS to redefine theservice standards and applicable fines in accordance with the principles of fairness, impartiality and economicfeasibility. The amendment reduced the service standards for most types of services; however, it did not define thestandard, or the related fine, for certain services, having delegated their definition to a special commission, whichcommission was established in November 2008 and completed its tasks in July 2009. The AAMS recalculated thefines applicable to Cirsa Italia, as well as to the other operators, in accordance with the terms of the amendedconcession, in relation to all the services for which the amendment set out a defined service standard and relatedfine. The AAMS calculated that the fine actually applicable to Cirsa Italia for three of the four alleged violationswas approximately equal to A156,000, instead of the approximately A300 million calculated by the CdC for the samethree violations.

During September and October 2008, AAMS issued formal requests to Cirsa Italia for payment of theaggregate fines of approximately A156,000. Cirsa Italia challenged these requests before the TAR, on the groundsthat the fines were not lawfully due. A hearing on the matter was held at the TAR on June 29, 2009, addressing allthree requests. On November 26, 2009, the TAR ruled in favor of AAMS, confirming that its claims forapproximately A156,000 of fines were lawful. We appealed the ruling and on June 6, 2011, the Italian Council ofState vacated the three alleged violations and related fine of approximately A156,000 and affirmed the absence ofnegligence or breach by Cirsa Italia.

As discussed above, in July 2009, the special commission issued a report defining the standards of servicethat the AAMS should take into account in order to determine the size of the fine for the fourth alleged violation.The commission report stated that the alleged violation had not caused damage to the Italian state, and that in theevent that the AAMS should impose a fine on Cirsa Italia and the other network operators, the amount should notexceed 10% of the annual revenue from providing interconnection services of Cirsa Italia and the other networkoperators. The commission report stated that the annual revenue should be considered to be, on average, 0.8% ofthe ‘‘coin in’’ (amounts wagered) for the network operators. Following the receipt of the commission report, theAAMS submitted a request to the Italian Council of State to confirm that the standards proposed by the specialcommission were appropriate. On September 30, 2010, the Italian Council of State issued a statement to the effectthat if the fines were imposed on the network operators, the amount should not exceed 11% of annual revenuefrom providing interconnection services, which annual revenue is considered to be, on average, betweenapproximately 0.25% and 1.20% of ‘‘coin in’’ (amounts wagered).

130

On October 29, 2010, Cirsa Italia and the other network operators entered into a new amendment to theconcessions originally granted in 2004. In the amendment, the AAMS established that fines imposed as aconsequence of violations of the concession shall not exceed 11% of the network operator’s actual compensation.Therefore, the maximum amount of the fine that can be imposed on the network operators for the fourth allegedviolation is 11% of annual revenue from providing interconnection services (where such revenue may not exceed3% of amounts wagered for each machine) during the period in question (2004 to 2007). Cirsa Italia presentlybelieves that the maximum amount of the fine determined and imposed under such methodology should not bematerial to the business or results of operations of Cirsa Italia. In connection with entering into the amendment,Cirsa Italia and the other network operators have reserved the right to further appeal of the AAMS proceedings.

On February 20, 2012, AAMS notified Cirsa Italia of its determination that Cirsa was liable for paymentof A10.2 million in regard to the fourth alleged violation. We filed our appeal against the determination of AAMSon April 15, 2012 on the substantive legal grounds which were used to set aside the first three alleged violations, aswell as on the basis that, the proposed penalty is improperly calculated. In particular, we believe that the basis onwhich the penalty has been calculated (in basis points) encompasses not only the amounts due to Cirsa Italia in itscapacity as concessionaire and manager of the network, but it also improperly includes the amounts due to CirsaItalia as operator of the network. On May 10, 2012, the TAR suspended the effectiveness of the fourth penalty asa matter of law pending a determination by the court on the merits of the case. The hearing to consider the meritsof the case was held on February 20, 2013 and on June 17, 2013, the TAR annulled the fourth penalty. This rulingwill become final, provided that no appeal is filed by the AAMS before January 31, 2014.

In August 2013 Cirsa Italia received a claim from AAMS asserting that the number of slot machinesinstalled by the company during the period from January to August 2011 exceeded the maximum number allowedby law at the time. We believe the AAMS miscalculated and we challenged the claim before the TAR. A hearingfor the discussion of the case has not been set. Cirsa Italia’s potential liability under the claim is up to A670,000.

Litigation in connection with Colombian foreign exchange laws

In April 2013, the Colombian National Directorate of Taxes and Customs imposed a fine on WinnerGroup asserting that the alleged use by customers of non-Colombian peso-denominated currencies in the WinnerGroup’s casinos and gaming machines violates Colombian foreign exchange laws. The Winner Group denies anysuch violations and is contesting the claim. At present, no hearing date has been set. We estimate that themaximum liability in respect of such claim is Colombian peso 3.1 billion (approximately US$1.5 million).

Other Litigation

We are involved in a number of other legal proceedings and claims incidental to the normal conduct ofbusiness. We believe that these other proceedings and claims will not, individually or in the aggregate, have amaterial adverse affect on our business, financial condition, or results of operations.

131

REGULATION

European Union

There is currently no specific EU legislation governing games activities. Instead, general EU rules andprinciples under the Treaty on the Functioning of the European Union apply to gaming activities.

The EU Court of Justice has recognized that the legislation on games based on chance is one of the areasin which there are significant moral, religious and cultural differences between the EU Member States. In theabsence of harmonization in the European Union on such matters, each EU Member State must determine, inaccordance with its particular value system, what is required in order to ensure that the relevant interests areprotected. EU Member States are free to set their policy objectives and restrictions on betting and gaming and,where appropriate, to define in detail the level of protection required. However, the restrictive measures that theyimpose may constitute restrictions to the freedom to provide services in the EU internal market and mustaccordingly satisfy the conditions laid down in the case law of the EU Court of Justice as regards theirproportionality with respect to achieving the objectives of the relevant EU Member State.

Gaming activities which involve wagering a stake with pecuniary value in games of chance, includinglotteries, gaming in casinos and betting transactions are excluded from the scope of EU Directive 2006/12/EC ofthe European Parliament and of the Council of 12 December 2006 on services in the internal market. ThisDirective aims to eliminate barriers to the development of service activities between Member States in order tostrengthen the integration of the peoples in Europe and to promote balanced and sustainable economic and socialprogress. The implementation of this Directive has implied the material amendment of a large number of laws andregulations of each of the Member States.

On October 2012, the EU Commission sent to the European Parliament, the Council, the Economic andSocial Committee and the Committee of the Regions, a communication towards a comprehensive Europeanframework for on-line gambling. The EU Commission is not proposing EU-wide legislation on on-line gambling. Itis proposing a comprehensive set of actions and common principles on, amongst others, protection of consumers,minors and vulnerable groups, responsible gaming advertising, prevention of fraud and money-laundering andprevention of and responding to betting-related match-fixing.

Spain

Traditional Gaming

The traditional private gaming sector (where physical presence is a requirement) in Spain was legalized in1977. Initially, the Spanish national government regulated the traditional private gaming sector (slot machines,bingo halls and casinos) through national regulations applicable to the entire country. The Spanish Constitutionallowed the Spanish Autonomous Regions (each, a ‘‘Region’’ and together, the ‘‘Regions’’), to regulate traditionalgaming activities within the scope of their territory, as long as they did not invade the powers reserved to the Stateby the Spanish Constitution. Therefore, in Spain traditional gaming is generally regulated at a regional level, andwhere no regional legislation exists, exists but is not sufficient or the game covers more than one Region, thenational legislation applies. At present, most of the Regions have passed extensive legislation governing traditionalprivate gaming, including the granting of the relevant operating licenses and authorizations, tax measures and themonitoring of each type of private game. Additionally, the Regions can regulate the public traditional gamingmarket (lotteries) within their own territorial areas. Regulation of the traditional private gaming market is similaracross each of the Regions. National laws and regulations on traditional private gaming, however, exist and areapplicable in Regions under certain circumstances, as explained above. Certain residual responsibilities, such asassistance with standardization of slot machines and collection of industry statistical information, are within thepurview of the Spanish Gaming Authority (Direccion General de Ordenacion del Juego).

132

Any changes in the regulatory scheme in Spain or in any other jurisdiction in which we operate may havean adverse effect on our business. See ‘‘Risk Factors—Risks Related to the Gaming Industry and Our Business—The gaming industry is subject to extensive regulation and licensing requirements and our business may beadversely affected by our inability to comply with these extensive regulation and licensing requirements, regulatorychanges and increases in the taxation of gaming.’’

Below is a summary of certain of the regulations and taxes that apply to the operation of slot machines,casinos and bingo halls in Spain. This summary does not purport to be complete and only refers to traditionalversions of these games where physical presence is required. The Spanish traditional gaming regulatory regime ishighly complex and regulation changes are frequent. Whether national or regional regulations apply depends onvarious factors, including the type of game operated and the Region in which the game is operated.

In addition to gaming and gaming taxes legislation, gaming operators and activities are subject to otherlegislation, governing, among other things, environmental, zoning, publicity and protection of minors matters. Forinstance, as a consequence of zoning and environmental legislation, gaming operators are obliged to obtain therelevant licenses from the local authorities of the city where the activities are carried out, in addition to the gamingsector authorizations described in this section.

General

In Spain, gaming operations (including authorizations, gaming activities and wages placed on slotmachines and in casinos and bingo halls) and the opening of arcades and gaming halls, are subject to gaming taxes.In general, the gaming taxpayer is the person or entity to which the operating license has been granted. Forexample, the slot machine operator is the gaming taxpayer in connection with the operation of slot machines.

Unless a Region has established its own regulation, gaming taxes are assessed by applying a fixed tax rateto the total amount wagered by customers (the tax base) and, generally, are paid on a quarterly basis.

Slot Machines

Slot machine manufacturers, distributors and operators, as well as others engaged in the slot machinesbusiness, must comply with laws and regulations that govern all aspects of slot machines, including the physicalcharacteristics of the slot machines, amounts wagered, prize payout statistics and locations where each type of slotmachine may be placed. In certain Regions, a transfer of ownership interest in slot machine manufacturers anddistributors is subject to prior authorization by, or prior notification to, the relevant Region. Regulations generallydistinguish among three types of slot machines as described below:

• Amusement-only Slot Machines (known in the Spanish gaming industry as Type A slot machines). Theseare slot machines of mere leisure or amusement and they are limited to giving the player a certainlength of playing time in exchange for the price of the game (or in certain Regions and under certaincircumstances, a prize-in-kind). Amusement-only slot machines cannot give the player any kind of cash,chips or other type of prize that is exchangeable for cash or other items. Generally, amusement-onlyslot machines may be placed within bars, cafes, restaurants, arcades and sites that provideamusement-only slot machine entertainment. Possible locations include hotels, camp grounds, cruiseships, amusement centers, gaming halls, family entertainment centers, bingo halls and casinos.

• Amusement-with-prize Slot Machines (known in the Spanish gaming industry as Type B slot machines).These slot machines are amusement-with-prize slot machines that, in exchange for the price of a game,give the player a certain length of playing time, and in accordance with the game program, reward theplayer with a cash prize. Amusement-with-prize slot machines are subject to regulatory approval in eachRegion in which they are sold. The regulations typically provide that, among other things, the slotmachine must have a maximum wager of A0.20 (although all Regions allow multiple bet slot machines(up to 30 times, in certain Type B slot machines in Galicia), which provide that in certain circumstances

133

up to A1 may be wagered or even higher, such as in Castilla La Mancha, Asturias and Madrid), musthave a maximum prize of 400 to 1,000 times the price of the wager (depending on the Region and musthave a minimum payout of at least 70% (higher in certain Regions) of the amount wagered by players.Type B slot machines may be installed in gaming halls, certain areas of bingo halls, certain bars andrestaurants and casinos. Certain Regions limit the number of amusement with prize slot machines thatmay be authorized. Video Type B slot machines are permitted throughout Spain.

• Casino-type Slot Machines (known in the Spanish gaming industry as Type C slot machines). Casino-typeslot machines offer the player, in exchange for the price of the game, a certain length of playing timeand, eventually, a prize that will always depend on chance. The main characteristics of Type C slotmachines are: (i) in practice, the regulators allow higher maximum wagers (up to A9), and maximumprizes of up to two thousand times the value of the wager, excluding accruing jackpots or other specialpayouts, (ii) the minimum payout is required to be at least 80%. In Spain, only casinos may own andoperate casino-style slot machines. For a discussion on the regulations regarding the operation ofcasinos and taxation of casino-style slot machines, see ‘‘—Casinos.’’

In most of the Regions certain slot machines located in bingo halls or arcades are permitted to be linkedto other slot machines at the same location.

Each type of slot machine must comply with specific requirements set forth in the applicable laws andregulations of the relevant Region. These requirements are mandatory for the slot machine to be duly registered atthe relevant models registry. Registration of each model is mandatory prior to obtaining any of the authorizationsto manufacture, market, distribute or operate each slot machine model. Additionally, each slot machine must bemarked with the name of manufacturer and the operating permit. Recently, most Regions have relaxedrequirements for the operation of amusement-only, or Type-A, slot machines.

Before commencing operations, all slot machine manufacturers, distributors and operators, as well asothers engaged in the slot machine business, must register with and be approved by the gaming authority of theRegion in which they intend to conduct operations. The registration and authorization processes include, amongother things, a demonstration of sufficient technical and financial resources and professional expertise to operatethe slot machines, criminal background check and deposit of a guarantee to ensure regulatory compliance. Slotmachine operators are also required to deposit an additional guarantee with the relevant regional authority in anamount which is based on the number of slot machines to be operated in the relevant Region. The amounts of therequired guarantees vary across each Region.

In addition to regulations regarding the types of slot machines, there are regulations regarding the typesof sites at which slot machines can be placed and the number of slot machines that can be placed in each type ofsite. For example, most Regions allow only one or two slot machines per bar, cafe or restaurant or a certainnumber per arcade or gaming hall. In addition, for each slot machine, the owner of the site and the operator ofthe slot machines must each file an application with the relevant Region to obtain approval to place the slotmachines at the site. Most Regions provide approval for installation of slot machines for a period of one to fiveyears. Some Regions require that a site owner use the same slot machine operator during the approved timeperiod.

Slot machine operators are required to maintain certain documentation related to the slot machines theyoperate, including their authorizations to operate the slot machines, in the event an inspection takes place.

The slot machine operator is required to pay gaming tax on a quarterly basis to the Region in which theslot machine is operated for each Type B slot machine and Type C slot machine in operation.

In the case of slot machines, there is no taxable base, since an annual fixed amount must be paid for eachof them. The annual fixed amount varies depending on the type of slot machine and can be increased when there

134

can be more than one player at the machine at once or the wages per game modify the game’s maximumauthorized price.

Each Region has a sanctioning regime in the event of breaches and infringements of the applicablegaming laws and regulations. Additionally, manufacturing, distributing and operating authorizations may berevoked if the relevant regional authority determines that a manufacturer, distributor or operator has not compliedwith applicable gaming laws and regulations.

Casinos

Authorizations to install and operate casinos are governed by each Region. Generally, when a Regionintends to grant authorizations for a new casino, it conducts a public tender. Companies participating in the publictender provide proposals for the new casino to that Region that sets forth how the proposed casino falls within therequirements of the authorization that the Region intends to grant. Requirements for a new casino may includesize, location, approximate number of jobs to be created, the types of financial guarantees to be provided by theapplicant and the amount of the investment to be made in that Region. The Region will grant the authorization tothe applicant whose proposal best matches the terms and conditions of the authorization that Region intends togrant. Generally, only a limited number of casinos may be authorized within a Region.

In addition to obtaining authorization from the Region to install a new casino, the applicant must alsoobtain authorization from that Region to operate the casino. The authorization to operate the casino is nottransferable. A transfer of ownership interest in the casino, however, is permitted, so long as the Region isnotified, or in some Regions, the Region approves the transfer. Similar to a company intending to operate a bingohall, a company intending to operate a casino must satisfy certain requirements, such as having valid corporatestatus in Spain, having a primary business purpose of operating casinos, being organized by individuals and havinga minimum fully subscribed share capital (for example, A6 million in Valencia or A12 million in Madrid). Inaddition, shares are to be nominative and participation in more than one to three casinos (depending on theRegion) within the relevant Region is prohibited. In addition, the shareholders of record and directors of a casinocompany must not have been convicted of any criminal offense. These authorizations are usually granted for aninitial period of one year and then are renewed for successive periods varying in length of up to 10 to 15 years,depending on the Region. Generally, an authorization holder must obtain prior approval from the granting Regionif it intends to deviate substantially from the terms and conditions under which it was granted the authorization toinstall the casino or from the authorization to operate the casino. For instance, the change of location within theRegion of an authorized casino in certain cases is forbidden and, in others, as in Valencia, subject to priorauthorization by the Region. A sanctioning regime exists in the event of breach or infringement of the applicablecasino laws and regulations. Additionally, the regional authorities may revoke the authorization of a company tooperate a casino if they determine that such company has not complied with the applicable laws and regulations.

Generally, casinos are subject to periodic compliance inspections by the relevant regional authorities.

Casinos are required to provide certain services, including restaurant and bar services. Casinos must alsocomply with certain personnel requirements and maintain certain accounting records as required by applicable lawsand regulations. Casinos operating slot-machines are also subject to compliance with the relevant laws andregulations approved by the relevant Region on this matter.

Casinos are also required to pay gaming taxes on a quarterly basis to the Region in which they arelocated. Taxes are based on applying a progressive tax scale to the amount equal to the difference between thetotal revenues generated and the prizes paid to players.

Bingo Halls

In some Regions, authorizations to establish and operate bingo halls are only granted to charitable,cultural or sporting institutions and hotels. These institutions usually enter into operating agreements with gaming

135

companies that actually manage the bingo halls. In other Regions, an authorization may be awarded either to suchinstitutions or directly to a gaming company which intends to establish and operate a bingo hall. In either case, acompany or other entity intending to establish and operate a bingo hall must satisfy several requirements in orderto obtain the relevant authorization. In the case of companies, amongst other requirements, they must have validcorporate status under Spanish law in order to be authorized to establish and operate a bingo hall. Such companiesalso must have a fully subscribed and paid in share capital in an amount that varies depending on the Region. Inaddition, the shareholders of record and directors of a bingo company must not have been convicted of a criminaloffense. Furthermore, in some Regions (for example, in Aragon, Andalusia and Catalonia) neither an individualnor a legal entity is permitted to be a shareholder in more than a certain limited number of bingo hall companies.Other shareholding restrictions are imposed on directors of bingo hall companies in some Regions. Additionally, inother Regions, such as in Catalonia or Galicia, a company is not allowed to hold more than a certain limitednumber of bingo halls within the Region.

In addition to being registered with the relevant regional registry, a company or other entity is required toobtain two authorizations from the relevant Region in connection generally with the operation of bingo halls: first,authorization for the installation of the bingo hall premises and, second, authorization for the operation of thebingo hall. The requirements for obtaining authorization to install a bingo hall include proving the availability of asite, providing a guarantee to the relevant Region in order to assure compliance with regional regulations, andobtaining the relevant local permit to operate the bingo hall premises and the relevant local planning council’spermission to build on the proposed site. The requirements for obtaining approval from the regional authority tooperate a bingo hall include local authorization to open the bingo hall premises, filing certain documents with theregional authority, such as a list of employees, and complying with an on-site inspection of the bingo hall premises.The authorization for operation of the bingo hall varies in duration from three to ten years depending on theRegion, generally with automatic extensions for the same periods of time, on the terms established in the relevantregional laws and regulations. It is possible to transfer ownership interests in a bingo company, so long as therelevant Region is notified or, in some Regions, the Region approves the transfer. The transfer of theauthorizations is possible in most of the Regions as long as the transferee qualifies to hold them and priorauthorization is obtained from the Region. Generally, an authorization holder must obtain prior approval from thegranting Region if it intends to deviate substantially from the terms and conditions under which it was granted theauthorization to install a bingo hall or the authorization to operate the bingo hall were granted. Non-materialdeviations require only notification to the relevant regional authority. A sanctioning regime exists in each Regionin the event of breach or infringement of the applicable bingo laws and regulations. Additionally, authorizationsmay be revoked if the respective holder does not comply with the relevant laws and regulations.

Bingo halls are subject to a number of regulations relating to types of bingo games, location, size andopening hours of the bingo hall, the activities at the bingo hall and the activities of employees. The requiredtraditional bingo card price ranges from A1.50 to A6. Generally, there is a required minimum payout from 61.2% to70%, depending on the Region, of the amount wagered by the bingo players on gaming cards in most Regions. Inaddition, certain Regions (Andalucıa, Aragon, Cantabria, Castilla La Mancha, Madrid and Paıs Vasco) have passedregulations concerning electronic bingo. These regulations establish the requirements for electronic bingomanufacturers including, among others, the obligation to be registered at the relevant regional registry and theobligation to obtain approval for the electronic bingo systems.

Bingo halls are required to pay gaming taxes on a quarterly basis to the Region in which they are located.These taxes are based on the actual value of the bingo cards and not on any discounted price at which bingo cardsmay be sold to customers.

Generally, a limited number of amusement-with-prize slot machines may be operated in or adjacent tothe bingo halls. Casino-type slot machines and other gaming activities are not permitted to be placed in bingo hallsbut only within casinos. Although the exact number varies by Region, generally, the average number ofamusement-with-prize slot machines permitted in a bingo hall is one slot machine for every 50 seats according tothe capacity of the bingo hall (approximately 10 slot machines), except, among others, Andalusia, which only allowsnine amusement-with-prize slot machines, and La Rioja, which only allows five amusement with prize slot

136

machines. Bingo companies are typically able to obtain the necessary authorizations to operate the stipulatednumber of amusement-with-prize slot machines.

Interconnected versions of bingo are operated in some Regions, such as Catalonia, Madrid and Andalusia.For example, in Catalonia, three times each evening, players in approximately 55 participating bingo halls playbingo against one another. The Basque Country also allows interconnected versions of bingo between Regions.

A national anti-smoking law came into force in Spain in 2006. The law has been implemented by each ofthe Regions, and the terms of such implementation vary among Regions. As of January 2, 2011, a strict newanti-smoking law took effect throughout Spain that bans smoking in many types of establishments, including bars,restaurants and casinos.

Arcades and Gaming Halls

In Spain, regional laws and regulations stipulate the requirements for operating slot machine arcades andgaming halls. While there are minor differences between the regional laws and regulations, the main obligationsfor arcades and gaming hall operators may be summarized as follows: (i) to be registered at the relevant regionalregistry as gaming hall operators, stating the slot machine type that they intend to manage and operate at thearcades and gaming halls; (ii) to obtain a specific authorization; (iii) to provide a guarantee securing compliancewith regulatory requirements, the amount of which will depend on the regional regulation; (iv) to obtain therelevant operating licenses awarded by the municipality; (v) to communicate to the regional gaming authority anychange in the information supplied to the regional authority for the purposes of registration (in some cases, suchas license transfers or share purchases, the modification of such information may require prior approval by theregions); and (vi) in some regions (such as Castilla-La Mancha and Comunitat Valenciana), to furnish annual ormonthly reporting of certain information to update the registry.

A sanctioning regime is provided for in each Region in the event of a breach or infringement of theapplicable gaming hall and arcades laws and regulations.

On-Line Gaming

Spanish State Law 13/2011, adopted May 27, 2011 on gaming (Ley 13/2011, de 27 de mayo, de Regulaciondel Juego) (the ‘‘Gaming Act’’) is the primary legislation governing the national gaming sector in Spain andprovides a framework for the management and conduct of gaming activities on a national level, in particular forthose gaming activities conducted by means of electronic communication, including, among others, the internet,television, telephone, interactive systems and software tools where physical presence of players is ancillary (incontrast to traditional gaming activities played in person).

The Gaming Act aims, among other things, to encourage a varied and duly dimensioned gaming marketin Spain, which allows for third parties to provide State-wide games (other than lottery) by means of electroniccommunication, subject to State control in order to protect the different interests involved and preserve publicorder. With respect to non-occasional lottery games, the Gaming Act designates the National Lottery Operator(Sociedad Estatal de Loterias y Apuestas del Estado) and the National Organization of the Blind (OrganizacionNacional de Ciegos Espanoles) as the only operators authorized to operate such games on a national basis in Spain.The Gaming Act has been implemented with the approval of different regulations, including, amongst others, thoserelated to licensing by Royal Decree 1614/2011 of 14 November, which develops the Gaming Act with respect tolicenses, authorizations and gaming registers (Real Decreto 1614/2011, de 14 de noviembre, por el que se desarrolla laLey 13/2011, de 27 de mayo, de regulacion del juego, en lo relativo a licencias, autorizaciones y registros del juego), thetechnical aspects of gaming activities by Royal Decree 1613/2011 of 14 November, which develops the Gaming Actwith regard to the technical requirements of gaming activities (Real Decreto 1613/2011, de 14 de noviembre, por elque se desarrolla la Ley 13/2011, de 27 de mayo, de regulacion del juego, en lo relativo a los requisitos tecnicos de lasactividades de juego) and those governing various types of games (including, among others, horse betting, sportsbetting, poker, black jack, bingo and roulette). Non-regulated games are prohibited.

137

The purpose of the Gaming Act is to govern gaming activities carried out on a national basis in order topreserve public order, combat fraud, prevent addiction, protect the rights of minors and safeguard the rights ofparticipants in gaming activities. The Gaming Act also regulates advertising, sponsorship and promotion activitiesrelating to gaming. The Gaming Act additionally sets forth (i) the legal definition for certain games; (ii) theprimary factors to be taken into account by the Spanish authorities when approving the regulations governing thetypes of games that may be provided; (iii) prohibited games; (iv) individuals prohibited from participating in gamesgoverned by the Gaming Act; (v) rules relating to consumer protection and responsible policies on gaming; (vi) theapplicable licensing regime for state-wide gaming activities conducted by means of electronic communication;(vii) the authorization regime for lottery games; (viii) monitoring measures applicable to operators andparticipants; (ix) standardization of gaming technical systems; (x) sanctioning and tax regimes; and (xi) the entitiesthat are authorized to operate non-occasional lottery games in Spain.

Anyone seeking to provide gaming activities on a regular basis must obtain a general license for therelevant category of game identified by the Gaming Act. These licenses are awarded by means of a public tender.After obtaining the general license, the operation of each of the games within the scope of a general license issubject to the grant of a specific license.

General licenses may be granted for a ten-year period with the possibility for renewal for a subsequentten-year period, except in those cases where the number of general licenses awarded was limited and certainconditions set forth in the Gaming Act occur that justify the need to call for a new public tender after the initialterm has elapsed. Specific licenses will be granted for a term of between one and five years, with the possibility ofbeing renewed for subsequent terms of the same period. The regulation of each type of game establishes the termof the relevant specific license and the conditions for renewal. General and specific licenses also require theholders of the licenses to grant guarantees to secure compliance with the Gaming Act and its implementingregulations.

As of January 1, 2014, holders of general licenses will typically be required to provide a guarantee ofA1.0 million. In the event of general licenses allowing contests, the value of the guarantee will be reduced toA250,000. For holders of specific licenses, the amount of the total guarantee provided will include the A1.0 milliongeneral license guarantee and, for each specific license held, an additional amount equal to a specified percentageof the income in excess of A1.0 million derived in the prior year from gaming activities under such specific license.

If a holder of a license intends to engage in advertising and promotional activities related to the license,the holder must obtain prior authorization to do so.

The primary obligations of holders of general and specific licenses include the following (among others):comply with the terms and conditions set forth in the license documents; record the relevant data the Register ofPersons Associated to Gaming Operators (‘‘Registro de Personas Vinculadas a Operadores de Juego’’) and otherrecords identified in the Gaming Act; comply with anti-money laundering and data protection laws and regulations;establish the relevant measures to prevent minors, disabled people and other people for whom gaming isprohibited pursuant to the Gaming Act to accessing gaming activities; adopt consumer protection policies; havetheir gaming technical systems duly standardised by the Spanish Gaming Authority; and, have a contract with usersin accordance with the terms of the applicable laws and regulations.

Pursuant to the Gaming Act and its implementing regulations, gaming licences shall be terminated for thefollowing reasons (among others): (a) not obtaining a favorable standardization report by the Spanish GamingAuthority in order to convert the provisional licenses into final licenses; (b) at the specific written request of theholder of the license; (c) termination of its term without the holder requesting for renewal, if it was possible to doso according to the terms of the license; or, (d) upon a decision issued by the Spanish Gaming Authorityrecognizing the occurrence of one of the following causes of termination (among others): (i) the discontinuation ofall or any of the conditions whereby it was issued; (ii) death or incapacity of the individual or entity holding thepermit, dissolution or extinction of the company holding the licence or permit, or discontinuation of the activity forwhich the licenses were issued or a lack of activity for at least one year, in the case of licences; (iii) declaration of

138

bankruptcy or declaration of insolvency in any other proceeding; (iv) imposition as a sanction under thecorresponding disciplinary proceeding; (v) non-performance of the basic conditions of the permit or licence;(vi) assignment or transfer of the license through merger, split, or share of a business branch without priorauthorisation; (vii) holding a license obtained under false pretences or alteration of the conditions whereby it wasgranted, prior hearing of the license holder, where applicable. In those cases where the cause for termination canbe cured, the Spanish Gaming Authority, may ask the holder of the license to cure it within a one month term.Should the cause of the termination be cured within the term provided, the procedure to terminate the license willbe ended. Otherwise, the license will be deemed to be terminated.

On June 1, 2012 two general licenses, allowing for the exploitation of betting activities and other games(as defined in the Gaming Act), and six specific licenses, allowing for the exploitation of poker, roulette, sportsbetting, black jack, bingo and ‘‘punto y banca’’, were granted to Cirsa Digital, S.A.U. by the Spanish GamingAuthority, and duly registered in the General Gaming Registry on June 14, 2012. These licenses also include theauthorisation to engage in advertising and promotional activities related to such games. One of our competitors,Codere, challenged the granting of these eight licenses to Cirsa Digital S.A.U. before the High Court of Justice ofMadrid. In January 2013 Codere withdrew the action and on February 4, 2013, the High Court of Justice ofMadrid acknowledged the withdrawal and closed the judicial procedure.

The general licenses granted to Cirsa Digital, S.A.U. were conditioned upon the Spanish GamingAuthority’s final and favorable certification of the technical gaming systems. On April 4, 2013 the Spanish GamingAuthority approved the technical gaming systems of Cirsa Digital, for a period of ten years (until April 4, 2023).This final certification verified the game systems’ compliance with the technical requirements needed for theperformance of gaming activities in Spain or directed at Spanish participants or Spanish users’ registries. Thecertification extends to the components, hardware and software included in the Final Technical Report filed byCirsa. The Spanish Gaming Authority resolution certifying the systems also rendered these formerly provisionallicenses final.

The authorization and organization of games, raffles, contests, bets games and other gaming activitiesprovided on a national basis in Spain are subject to the new gaming tax established under the Gaming Act. Ingeneral terms, the new gaming tax is based on applying fixed tax rates ranging from 15.0% to 25.0%, depending onthe gaming activity, to the relevant game’s gross revenue (in case of mutual bets, raffles and contests) or therelevant game’s net revenue (in case of bets with consideration or other games). In addition to the gaming tax, theGaming Act also establishes a gaming duty, which seeks to cover costs of regulatory activities of the gamingauthority over the gaming activities undertaken by gaming operators. As a general rule, such gaming duty is equalto 0.075% of the gross revenue of the relevant game and is paid on December 31st of each year. The Gaming Actestablishes that the General Budget Act for the relevant year may set the percentage of gaming duty for that year.The General Budget Act for 2014 has not amended this percentage of 0.075% for 2014.

The Ministry of Taxation and Public Administration, through the Spanish Gaming Authority, regulatesand oversees gaming activities in Spain. It has assumed the powers to oversee the proper functioning of the gamingsector and safeguard the effective availability and provision of competitive gaming services for the benefit of users.Its main goal is to authorize, supervise, monitor and sanction, as the case may be, the development, conduct andmarketing of games and other gaming activities. It safeguards integrity, safety, reliability and transparency ofgaming operations, as well as compliance with gaming legislation and with the conditions established for theconduct of games. Regional governments, also have the power to regulate, supervise and control gaming activitieswithin their respective jurisdictions, including gaming activities conducted by means of electronic communication(for example gaming conducted over the internet, television, telephone, interactive systems and software toolswhere physical presence of players is ancillary, in contrast to traditional gaming activities played in person). Suchlocal regulation is permitted so long as the regional authorities do not encroach on the powers reserved to theState by the Spanish Constitution, in the terms construed by the Spanish Constitutional Court.

The Regions, within the scope of their respective territories, also have the power to regulate gamingactivities conducted by means of electronic communication, including, among others, the internet, television,

139

telephone, interactive systems and software tools where physical presence of players is ancillary (in contrast totraditional gaming activities played in person), as long as they do not encroach on the powers reserved to the Stateby the Spanish Constitution, in the terms construed by the Spanish Constitutional Court. The Regions also havetheir own gaming authority, regulating, supervising and controlling gaming activities carried out within theirrespective territories.

Certain Regions have already approved laws and regulations governing the provision of gaming activitiesby means of electronic communication (including Madrid, Extremadura, Aragon and Navarra).

Republic of Argentina

Each province in Argentina holds exclusive power to regulate the gaming industry. The Governor of eachprovince, or a regulatory body with delegated authority, is responsible for awarding gaming licenses andestablishing and supervising compliance with gaming regulations in the respective province. Gaming licenses areusually awarded by public tender.

Until 1995, the City of Buenos Aires was a Federal district and its gaming industry was regulated by theState Lottery of Argentina. In 1995 the City of Buenos Aires was decentralized from the Federal Government andadopted its own constitution. Under the new constitution the City of Buenos Aires issued a law prohibiting thegaming industry in the City of Buenos Aires including the gaming activities conducted on the riverboat of CasinoBuenos Aires, which resulted in a jurisdictional dispute between the City of Buenos Aires and the State Lottery ofArgentina.

To settle the dispute, the City of Buenos Aires and the State Lottery of Argentina executed an agreementon October 30, 2003 to determine the jurisdiction of the parties in connection with gaming activities during theterm of the agreement, presumably within the limits of the City of Buenos Aires and areas that have access onlythrough the City of Buenos Aires. Under the agreement the State Lottery of Argentina may not authorize newcasinos without approval by the City of Buenos Aires, except for approvals granted prior to the execution date ofthe agreement. Among other things, the State Lottery of Argentina was granted the right to oversee gamingoperations within the city limits. See ‘‘Risk Factors—Risks Related to the Gaming Industry and Our Business’’ and‘‘Business—Litigation.’’

Our subsidiary, Casino Buenos Aires, was awarded a license by public tender by the State Lottery ofArgentina to operate a floating casino for a 15-year term, with the possibility of extending the license for anadditional five years and exercising an option to operate an additional floating casino. Both the extension and theauthorization to build an additional floating casino were granted in 2003. Casino Buenos Aires was given finalauthorization by the State Lottery of Argentina to open for business on October 8, 1999. The grant of the license,however, was subject to litigation. See ‘‘Business—Litigation.’’ As part of the authorization, we were required toconstruct a vessel in a local shipyard to serve as a second casino within 36 months from March 2004. This timeperiod for construction of a vessel subsequently elapsed. In September 2008, we were granted an authorization tooperate our existing second riverboat casino, Princess Casino, as the second riverboat casino through 2019, in lieuof the obligation to construct a vessel in a local shipyard.

In December 2003, Casino Buenos Aires also obtained a license to operate seven electronic casinos for a10-year term in the Province of Mendoza.

In May 2006, Casino Club was awarded an exclusive 30-year concession to operate a concession inRosario, Argentina. We have acquired a 50% interest in Casino de Rosario S.A., the company that holds theconcession. In August 2008, the gaming authorities in the Province of Santa Fe granted Casino de Rosario itsrequested extension of the opening date of the casino to September 30, 2009. In connection with such grant, thegaming authorities imposed a penalty of Ps. 8.9 million.

140

Republic of Panama

The Gaming Control Board, a department of the Economy and Finance Ministry, regulates the gamingindustry in Panama. The Gaming Control Board may authorize private parties to operate gaming activities throughthe execution of administrative licensing contracts under which the Gaming Control Board retains supervision. TheGaming Control Board also may conduct public tenders. The Directors of the Gaming Control Board, chaired bythe Minister for Economy and Finance, is the primary decision making body of the Gaming Control Board. TheGames Department of the Gaming Control Board is responsible for the supervision and administration of casinos,amusement-only slot machine halls (amusement-only slot machines are broadly defined by relevant regulations inPanama as slot machines that are activated by coins, tokens or paper money in which the results of the game arerandomly determined), bingo halls, and similar gaming activities in Panama.

In February 1998, slot machines (broadly defined by Panamanian regulations as slot machines that registercredits on a ticket, or by comparable means, as a measure of prizes or money won by the user which areredeemed) were re-classified as amusement-only slot machines and the respective authorizations for the operationof such slot machines, as granted by the Gaming Control Board, were declared valid for 20 years from theirrespective authorization dates. Each company that had been authorized by the Gaming Control Board to conductgaming operations prior to February 1998 was permitted to only operate the number of slot machines authorizedby the Gaming Control Board.

In Panama, we operate a traditional casino and electronic casinos. During the second half of 2009, therewere a number of legislative changes and regulatory developments in the gaming industry in Panama, whichparticularly impacted our electronic casinos business. In response to these changes and developments, we havemodified the ownership and operating structure of our Panamanian casinos business, including by increasing ourownership in our main Panamanian subsidiary, Gaming & Services de Panama S.A. (‘‘Gaming & Services’’), from70.9% to 100% in December 2009. The legislative changes have also resulted in an increase in gaming tax rates.

Electronic Casinos

As of September 30, 2012, Gaming & Services has 26 licenses to operate electronic casinos in Panama.We operate 23 of the 26 electronic casinos in Panama. Ancon Entertainment, Inc. (50.1% owned by CirsaInternational Gaming Corp.), operates two electronic casinos in accordance with two operation agreements withGaming & Services and Inversiones Interactivas, S.A. (70% owned by Orbis Development, S.A., a wholly ownedsubsidiary of Cirsa International Gaming Corp.), operates one electronic casino in accordance with an operationagreement with Gaming & Services.

In August and September 2009, we had negotiations with the Government of Panama and the GamingControl Board with respect to certain of our electronic casinos and the Panamanian government adopted a lawthat included provisions relating to the gaming industry in Panama. As a result of these actions, and subsequentagreements between Cirsa and the Gaming Control Board, the following measures have been implemented:

• in December 2009 we increased our ownership interest in Gaming & Services from 70.9% to 100%.

• the 19 electronic casino licenses previously granted to Lucky Games S.A. (which was merged intoGaming and Services on April 5, 2010), Inversiones Interactivas S.A., Silver Cup Gaming S.A. andCompeticiones Deportivas S.A. were revoked, effective on March 18, 2010, pursuant to Law 49 ofSeptember 17, 2009, but 12 of these licenses were reissued to Gaming & Services (in addition to the14 licenses that Gaming & Services previously held) by an amendment to Gaming & Services’sexisting agreement with the Government (which amendment became effective with its publication inthe Official Gazette of the Republic of Panama). As a result and as described above, Gaming andServices held as of September 30, 2011 a total of 26 licenses, all of which were to expire inDecember 2018;

141

• four electronic casinos that we operated deemed by the Panamanian government to be in socio-economically deprived areas of Panama were closed; and

• we paid a total amount of $18 million over a four-year period to the Panamanian government inrespect of ‘‘key money’’ payments for electronic casinos licenses and additional payments (of whichwe paid $6 million in December 2009, $4 million in December 2010, $4 million in December 2011,$4 million in December 2012).

In September 2013 we renewed our electronic casino licences in Panama, extending the expiration date ofthe licenses to 2037 for a total cost of $13 million. We paid $3.0 million of the renewal fee in September 2013 andare required to pay the remainder by March 10, 2014.

Traditional Casinos

We have a 50% interest in the Majestic Casino, a traditional casino located in the Multicentro complex inPanama City. In 2003, our subsidiary, Gaming & Services, and Luna Brillante S.A., which holds an ownershipinterest in that group that owns the hotel and shopping mall Multicentro, entered into a joint venture and formedMulticasino S.A. Multicasino was issued a license by the Gaming Control Board permitting it to operate a casinoin the Multicentro shopping mall located adjacent to the hotel for 20 years.

Taxation

Gaming companies generally must pay a previously established minimum amount to the Gaming ControlBoard or a 10% tax on their respective gross revenue, whichever is greater. During 2009, the tax rate for slotmachines in electronic casinos has been increased from 10% to 16% for 2010 and 2011, to 19% for 2012 and to22% for 2014. The tax rate for casinos increased from 10% to 12.5% for 2010 and 2011, and to 15% for 2012.

Dominican Republic

The gaming industry in the Dominican Republic is regulated by the Secretaria de Estado de Finanzas de laRepublica Dominicana (The Secretary of State for Finance of the Dominican Republic) pursuant to nationallegislation concerning the regulation of games of chance adopted in 1964. The Secretary of State for Finance ofthe Dominican Republic is responsible for issuing gaming licenses. Casino licenses, for example, are issued to theowner of the site on which the casino will be operated. Three of our subsidiaries in the Dominican Republic haveentered into operating agreements with local companies under which we manage three casinos.

Colombia

Gaming activity is a monopoly of the Colombian state and may only be conducted by entering into anagreement with Empresa Industrial y Comercial del Estado Administradora del Monopolio Rentıstico de los Juegos deSuerte y Azar (‘‘COLJUEGOS’’), a public entity created by Decree 4142 of 2011 which is responsible for theadministration, operation and regulation of the national gaming sector. COLJUEGOS commenced operations onApril 17, 2012 and replaced Empresa Territorial para La Salud—ETESA en Liquidacion (‘‘ETESA’’), which wasliquidated by Decrees 175 of 2010, 4816 of 2010 and 4961 of 2011 issued by the Colombian government. It wasalso determined by Decree 4142 of 2011, that all existing enforceable contracts and agreements entered into byETESA (including our concession agreements) would continue with COLJUEGOS under the same terms andconditions.

The Colombian gaming market is highly regulated, and operators are required to: (i) prove legalownership of the equipment and components used for the operation of the games; (ii) obtain zoning approvalsfrom the municipal authority (mayor) where the casinos or slot machines are located; (iii) obtain an authorizationto operate casinos or slot machines from COLJUEGOS; and (iv) once the competent authority grants theauthorization, the game operator must execute a concession agreement with COLJUEGOS in order to operate

142

casinos and/or slot machines. Applicable law requires that the term of the concession agreements for the operationof casinos and slot machines may not be less than three years or more than five years. The two concessionagreements of the Winner Group are valid until October 2016 and March 2017.

As of January 1, 2012, the National Directorate of Taxes and Customs, the Direccion de Impuestos yAduanas Nacionales de Colombia was responsible for the collection of gaming taxes and administrative dutiespayable by gaming operators but in actuality, COLJUEGOS has assumed this function since it entered intooperation. Currently, gaming taxes are levied at a fixed rate per month in the range of approximately $100 to $148per slot machine (depending on the value of the bet) and $1,320 per casino table (e.g. black jack, poker, baccarat,craps and roulette). Administrative duties are levied at 1% of such payable gaming taxes. Following the mandatedinterconnection of all slot machines to the gaming authority’s central system for purposes of monitoring grossrevenues, gaming taxes will be levied at the higher of the aforesaid fixed rates and 12% of the gross revenues lessprize payouts. Colombian authorities were required to issue regulations with respect to the new gaming tax regimeand such interconnection and to implement the interconnection by July 12, 2012, though this date was furtherextended. As of the date hereof, the interconnection of all slot machines to the central system has not yet beenimplemented. The new regime also establishes penalties for illegal gaming activities.

From 2013, a corporate income tax of 25%, plus an additional income tax levied ‘‘for equity’’ at a rate of9% through 2015 and 8% from 2016, is levied on all corporate profits.

Italy

We primarily operate in the Italian slot machines market. We also have minority interests in bingo halls inItaly. In October 2009, we initiated the procedure to be granted a concession to operate VLTs in the Italianmarket and to extend our concession to operate slot machines.

AAMS Decree No. 31857 of September 9, 2011 requires VLT and slot machines operators, includingoperators who already have contractual relations in the slot machines and/or VLT fields, to meet certain conditionsand to register on a special list. Only the entities on such list will be authorized to operate VLTs and/or slotmachines. In accordance with the abovementioned decree, the applicant must hold (i) the relevant license referringto the gaming machines as provided by Royal Decree no. 773 of June 18, 1931 (as subsequently integrated andamended), having a validity equal to the period of registration; (ii) the anti-mafia certificate in compliance withLaw No. 575 of May 31, 1975; and, (iii) a deposit receipt of A150. In addition, the applicant must communicate ifit holds any other licenses issued by the AAMS. The decree also establishes certain rules governing any violationsof law by the applicant.

Slot Machines

The regulation of slot machines in Italy is principally governed by Royal Decree no. 773 of June 18, 1931,and its subsequent amendments. The Italian slot machines market is highly regulated.

The Italian regulatory regime authorizes, inter alia, machines that award a cash prize based on a player’sskill or otherwise provide entertainment value. The Italian regulatory framework also regulates the duration of agame, the price per game and the type and amount or value of prize that can be awarded for each game.

A governmental authorization is required for either the manufacture or import of each individual slotmachine, and for its installation and operation in a specific location. The Italian regulator must also be notified inthe event that a slot machine is relocated, transferred or scrapped.

The Italian slot machine regulatory regime changed in 2004 with the pronouncement that only interlinkedslot machines would be permitted to operate in Italy after October 31, 2004. This requirement of interlinkingallows regulatory authorities to monitor slot operators for regulatory and tax purposes. The regulation andoversight of the interlinked slot machine system is the responsibility of the AAMS.

143

The AAMS has awarded a series of concessions to slot machine companies to act as network systemoperators for slot machines in Italy. The last such concession was awarded (by way of an amendment deed) inearly 2010. Cirsa Italia was granted a concession to act as a network system operator initially until October 31,2009. During 2005, this term was extended until October 31, 2010, and in 2010, the term was further extended untilDecember 31, 2011.

In August 2011, the AAMS called a tender for the award of new concessions to act as a network systemoperator for, inter alia, slot machines and VLTs. On December 23, 2011, we were awarded a new provisionalconcession to act as a network system operator for, inter alia, slot machines. In March 2013, the provisionalconcession once again became permanent following our demonstration of continuing compliance with the technicaland economic requirements to act as network system operator and our completion of all necessary ancillaryrequirements. The current concession expires in 2022.

Under the concessions, operators can operate their own slot machines and also offer interconnection tothird parties (operators that were not granted a concession) for a specified fee. The terms of the grant of theinitial concessions to Cirsa Italia and a number of other operators established certain targets for theinterconnection of slot machines by a specified date. While we (and the other operators) did not achieve suchtargets by such date, we have since achieved such targets and believe that we are in material compliance with theterms of the concession. Network operators are responsible for installing the network, conducting all activitiesdirectly or indirectly related to the management and operation of the network, and paying the so-called PREU taxlevied on slot machine operation. Subject to certain conditions, a network operator can also charge to third partiesthat it interconnects to its network a fee of not higher than 3% of the revenues per machine. These concessionsalso include the service standards to be met by the operators. Further amendments to the concessions wereentered into by the parties in 2010 in order, inter alia, to regulate the operation of VLTs.

During 2007, the AAMS adopted a series of new gaming regulations that, among other things, permittedthe use of a new type of slot machine, reduced the amount of PREU tax assessed on amounts wagered (from13.5% to 12%), changed the pay-out and increased the price per game and maximum prize size. Another separatetax assessed by the AAMS on amounts wagered increased from 0.3% to 0.8%. During January 2009, the amount ofthe PREU tax was increased from 12% to 12.6%; in October 2011 the amount of the PREU was decreased to11.8% for the year 2012, while for the period from 2013 to 2015 the applicable PREU will be equal to 12.7% and,after January 1, 2015, it will be increased to 13%. Under the current regulatory framework, no less than 75% (74%from January 1, 2013 onwards) of wagers must be paid to players.

Venue requirements for slot machines and VLTs have been regulated by AAMS Decree No. 30011 ofJuly 27, 2011. This decree permits the installation of slot machines in bingo halls, agencies for betting on sportingevents, agencies for totalizer and fixed-odds betting on horse races, gaming shops whose primary activity ismarketing public gaming products, public gaming rooms specifically established for the conduct of lawful gamingthat provide a separate area for games reserved for underage players, and establishments dedicated exclusively toslot machines and VLTs. Slot machines can be installed in the abovementioned shops, halls or premises only oncondition that such shops, halls or premises hold the specific gaming license in accordance with the Italianregulatory framework. The decree provides that the maximum amount of slot machines that can be installed andoperated on any of these premises must be limited, proportionally to the premises’ surface area and/or to the totalnumber of slot or other betting machines hosted.

A number of local authorities in Italy have recently issued orders and enacted regulations that purport toplace further restrictions on where slot machines can be located. Cirsa Italia has challenged, and presently intendsto continue to challenge, any attempts to enforce such orders and regulations on the basis that the authority toregulate gaming activities is reserved to the Italian Parliament. To date, these regulations have not had an adverseimpact on the business or results of operations of Cirsa Italia.

144

Video Lottery Terminals

In August 2009, the Italian government adopted Law no. 102 of August 3, 2009. The law provided for theextension for a period of nine years, until October 31, 2019, of the concessions of the ten existing network systemoperators for slot machines in Italy, to be perfected at the time these operators become authorized to operateVLTs. The law also established the technical and economic requirements for the ten network system operators torequest authorization to install VLTs and to act as network system operators for VLTs. Having met the technicaland economic requirements, Cirsa Italia has requested such authorization and paid the two installments for suchauthorization, and in November 2009 Cirsa Italia was authorized to act as a network system operator for VLTs inItaly for a testing period. The AAMS has approved the testing and Cirsa Italia commenced VLT operations inOctober 2010.

The AAMS called a tender for the award of concessions to act as a network system operator for, interalia, slot machines and VLTs. On December 23, 2011, we were awarded a new provisional concession to act as anetwork system operator for, inter alia, VLTs. In March 2013, the provisional concession once again becamepermanent following our demonstration of continuing compliance with the technical and economic requirements toact as network system operator and our completion of all necessary ancillary requirements. The current concessionexpires in 2022.

Since February 2010, the AAMS Decree No. 43593 of 22 January 2010, which includes the implementingregulations governing the operations of VLTs in Italy, is the legal regime applicable to VLTs. Under this decree,the VLTs and the related gaming systems must be connected to a control system and network operated by anauthorized network system operator. The games played on the VLTs will be capable of being monitored remotelyfor regulatory and tax purposes. The AAMS decree also sets forth requirements for the testing and start-up of thegaming systems, the operating parameters for the games and the timing of introduction of VLTs into the Italianmarket.

The maximum cost of an individual game is A10.00 and the minimum cost is A0.50. Payment for gamesmay be made by coins or currency, tickets from ticket technology systems, prepaid cards, ‘‘smart’’ cards in respectof registered gaming accounts or the reinvestment of previous winnings.

The decree provides that the maximum payout for VLT games is A5,000. However, this amount is higherfor jackpots: there is a A100,000 maximum jackpot for each gaming room and a A500,000 maximum jackpot foreach gaming system. Under the decree, no less than 85% of wagers must be paid to players, and up to a maximumof 4% of wagers can be paid to players in jackpots.

Venue requirements for VLTs and Slot Machines are regulated by AAMS Decree No. 30011 of July 27,2011. This decree permits the installation of VLTs in bingo halls, agencies for betting on sporting events, agenciesfor totalizer and fixed-odds betting on horse races, gaming shops whose primary activity is marketing public gamingproducts, public gaming rooms specifically established for the conduct of lawful gaming that provide a separatearea for games reserved for underage players, and establishments dedicated exclusively to VLTs and slot machines.VLTs can be installed in the abovementioned shops, halls or premises only on condition that such shops, halls orpremises hold the specific gaming license in accordance with the Italian regulatory framework. The decree providesthat the maximum number of VLTs that can be installed and operated on any of these premises must be limited,proportionally to the premises’ surface area and/or to the total number of slot or other betting machines hosted.

The PREU tax levied on the amount wagered on VLTs will be 4% in 2012 and 4.5% from 2013 onwards,plus an additional 6% on the quota of wins exceeding A500. The application of the additional 6% of PREU taxwas recently temporarily suspended by a preliminary injunction of the Administrative Regional Court of Lazio,dated January 26, 2012. Currently, such proceeding is on hold because the new fiscal measures currently underdiscussion in the Italian Parliament could amend the provisions concerning the additional 6% of PREU tax. Inaddition, as is the case for slot machines, we pay a separate tax to the AAMS of 0.8% of the amounts wagered.

145

Bingo Halls

We also have minority interests in bingo halls in Italy. Bingo halls have been permitted to operate in Italysince 2000. In Italy, 20% of the face value of the bingo card is required to be paid to the Italian tax authoritiesand 3.8% is required to be paid to the AAMS; however, from November 1, 2009 until December 31, 2012 suchpercentages are reduced respectively to 11%—payable to Italian tax authorities—and 1%—payable to the AAMS—under the pilot scheme implemented by the AAMS. Regulations require that 70% of the face value of the bingobe dedicated to prize payments.

On-line Gaming

Community Law of 2008 (Law No. 88 of July 7, 2009) unified two distinct Italian regulatory frameworksfor on-line gaming activities, one with respect to on-line bingo and other with respect to other on-line gamingactivities. With respect to on-line bingo, the AAMS adopted directorial decrees setting forth the relevantframework, which encompasses among other things, bingo card prices, prize pay-outs, player qualifications andlicensing guidelines (including the eligibility of physical bingo licensees to operate on-line bingo activities). Withrespect to other on-line gaming activities, the AAMS adopted the ‘‘Bersani’’ decree on October 20, 2006, pursuantto which it awarded on-line sports betting licenses to certain operators. The scope of such licenses wassubsequently extended to other on-line gaming activities such as poker and other card games.

Community Law of 2008 applies to the following on-line gaming activities: (a) fixed-odds or totalizerbetting relating to sporting events or horse racing, (b) other betting on sporting events or horse racing, (c) nationalhorse racing events, (d) skill games, (e) fixed-odds betting with direct interaction between the players, (f) bingo,(g) numeric games at national totalizer and (h) lotteries at instantaneous and deferred drawings. Community Lawof 2008 allows on-line sports betting licensees (for a fee of A50,000), physical bingo licensees (for a fee ofA300,000) and applicants without an existing on-line gaming license (for a fee of A350,000) to apply for a license toconduct the on-line gaming activities described in (a) through (f).

On March 9, 2011, the AAMS published Decree No. 2011/190/CGV, setting out the procedure forgranting licenses for on-line gaming pursuant to Community Law of 2008, and published an application form forthe award of licenses (up to a maximum of 200 licenses). The decree was applicable to (i) operators who hadalready entered into concession agreements to conduct permitted on-line gaming activities under pre-existinglicenses, and (ii) other operators satisfying certain requirements provided for under Article 24, paragraph 15, of theCommunity Law of 2008.

We participated in the public selection process launched by the AAMS, and were awarded a license. OnDecember 5, 2011, we were informed that the AAMS had executed the nine-year concession agreement with ussetting out the terms and conditions of the license in respect of on-line gaming. We subsequently commenced ouron-line gaming activities in Italy, including on-line poker, various casino games (roulette, blackjack, ‘‘punto ybanca’’) on-line sports betting and bingo.

Laws Affecting Gaming Advertisements

Our operations in Italy are subject to Law No. 189 of November 8, 2012 (the so-called ‘‘DecretoBalduzzi’’) which requires gaming advertisements to clearly indicate as a percentage, the probability of winning theadvertised game, or, if not available, the historical percentage of similar games.

Anti-money Laundering Regulations

We are required to comply with anti-money laundering rules and regulations, including Legislative DecreeNo. 231 of November 21, 2007, as amended, which implements the EU’s anti-money laundering directive, EUDirective (2005/60/EC). Under the decree we are required to, among other things, verify the identities of ourcustomers, record and preserve customer relationship data in a Consolidated Computer Archive (Archivio Unico

146

Informatico) and report this information as well as any suspicious transactions to the proper authorities. Under thedecree we must also implement effective internal control measures and ensure adequate training of employees withrespect to their obligations.

The Anti-Mafia Code

As of February 13, 2013, we are subject to the anti-mafia provisions established by Italian LegislativeDecree No. 159 of September 6, 2011, as subsequently amended (the ‘‘Anti-Mafia Code’’). Under the Anti-MafiaCode, we are required to, among other things, provide the relevant public body with information regarding theGroup and its related parties, such as shareholders, directors, general managers as well as any other natural personwho may cohabit with such related parties. Such information must be transmitted prior to the execution ofagreements or concessions with any public authority.

147

MANAGEMENT

Board of Directors

Pursuant to Spanish corporate law, Cirsa’s Board of Directors has ultimate responsibility for theorganization and management of its affairs, including the appointment of key members of management, subject tothe provisions of the estatutos sociales (the ‘‘by-laws’’) and the resolutions of shareholders at the Junta General deAccionistas (‘‘General Shareholders’ Meeting’’). To the extent permitted to do so, Cirsa’s Board of Directors hasdelegated all of its powers to Manuel Lao Hernandez and Manuel Lao Gorina, who are Cirsa’s ManagingDirectors. Pursuant to Spanish corporate law, Cirsa’s Board of Directors has also granted limited powers ofattorney to certain individuals to conduct its affairs.

Cirsa’s by-laws provide for a Board of Directors of a minimum of three and a maximum of 15 directorsappointed by the General Shareholders’ Meeting. The term of office of a director is five years and a director mayserve any number of consecutive terms. If a director ceases to hold office prior to the expiration of his term, theBoard of Directors may fill the vacancy by appointing, from among the shareholders of the company, a newinterim director to replace the outgoing director. The director so appointed will hold office until the next GeneralShareholders’ Meeting, when his appointment may be confirmed. A director may resign or be removed from officeby a resolution of the General Shareholders’ Meeting at any time. Shareholders may vote to appoint themselves tothe Board of Directors.

The following is information about the members of the Board of Directors as of September 30, 2013:

Name Age Title

Manuel Lao Hernandez . . . . . . . . . . . . . . . . . . . . 68 Chairman of the Board and Managing DirectorManuel Lao Gorina . . . . . . . . . . . . . . . . . . . . . . . 42 Vice Chairman of the Board and Managing DirectorMarıa Esther Lao Gorina . . . . . . . . . . . . . . . . . . . 37 Communication and Advertising Executive

Manuel Lao Hernandez founded Cirsa in 1978 and has been Chairman of the Board of Directors andManaging Director since 1982 when we adopted a Board of Directors corporate structure. He has acted in theposition of Sole Administrator of Nortia from its inception to 1997 and in the position of Joint and SeveralAdministrator of Nortia since 1997. Manuel Lao Hernandez is also the Chairman of each of the FundacionEstudios del Ocio (Foundation for Leisure Studies) since 1993 and the Confederacion de Asociaciones y Federacionesde Empresarios del Recreativo (Confederation of Associations and Federations of Leisure Businesses) since 1994.Manuel Lao Hernandez is also a member of the Consejo Consultivo de la Confederacion Empresarial de Cataluna,Fomento del Trabajo Nacional (Advisory Council to the Business Confederation of Catalonia, Promotion ofNational Employment). Since January 1999, he has been a member of the Advisory Council to the Chairman ofthe Confederacion de Empresarios de Andalucıa (Confederation of Businesses of Andalusia).

Manuel Lao Gorina, the son of Manuel Lao Hernandez, has been Vice-Chairman of Cirsa since 1998 andJoint and Several Administrator of Nortia since 1997. He was appointed to our Board of Directors in 1995. He hasserved with Cirsa and its affiliates for 10 years in various capacities, including as commercial agent for slot machinemanagement, operational manager for slot machines, manager of hotel and real estate investments and servicescompanies and Vice-Chairman. In 1997, he was appointed Chairman of the Asociacion Nacional de CentrosFamiliares y de Diversion (National Association of Family Entertainment Centers). In 1998, he became a memberof the Cambra de Comerc i Industria de Terrassa (Chamber of Commerce and Industry of Terrassa). He receiveddegrees in Business Management from Escuela Superior de Administracion de Empresas (ESADE) in 2002 and fromSonnenfeld in 1990.

Marıa Esther Lao Gorina, the daughter of Manuel Lao Hernandez, has been a member of the Board ofDirectors since March 2000. She has served with Cirsa for five years in the position of Communication andAdvertising Executive. Prior to joining Cirsa, she worked for Manufacturas Antonio Gassol, S.A. in the Marketing

148

Department. She received a degree in Enterprise Communications from the Instituto Superior de Administracion yComunicacion de Barcelona in 1997.

Executive and Divisional Officers

The following table presents, as of September 30, 2013, our executive and divisional officers that are notmembers of Cirsa’s Board of Directors:

Name Age Position

Joaquim Agut . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Chief Executive Officer

Business DivisionsCarlos Duelo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Manager, Slots DivisionEnric Barba . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Manager, B2B DivisionCarlos Font . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Manager, Casinos DivisionManel Estany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Manager, Bingo Division

Corporate AreasIsaac Lahuerta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 General Manager, Corporate AreasDavid Royo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Chief Financial OfficerMiquel Vizcaino . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 LegalXavier Cots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Human ResourcesAntonio Hostench . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Corporate Development and Strategy

Set forth below is certain biographical information concerning the above individuals:

Joaquim Agut (Chief Executive Officer) joined Cirsa in 2006. Prior to joining Cirsa, Mr. Agut served as aleader of the European Corporate Executive Council of General Electric, Executive Chairman of Terra Lycos(2000-2003), and as Chairman and Chief Executive Officer of Endemol, B.V. (2004-2006). He received degrees inBusiness Administration from I.E.S.E. (1980) and electrical engineering from the Universidad Politecnica deCatalunya (1977).

Carlos Duelo (Manager, Slots Division) joined Cirsa in 1994. Mr. Duelo has served in a number ofpositions within the Slots Division. He received a degree in Economics from the Universitat Autonoma de Barcelona(1993) and a degree in Marketing from ESIC (1998).

Enric Barba (Manager, B2B Division) joined Cirsa in November 2006. Prior to joining Cirsa, Mr. Barbaserved as Senior Vice-President for Engineering at Terra Networks and General Manager for TV Manufacturing atSony Spain. He received a PhD in Telecommunications Engineering (1992), a Masters in Business Administration(1990) and a degree in Telecommunications Engineering (1978) from the Universidad Politecnica de Catalunya.

Carlos Font (Manager, Casinos Division) joined Cirsa in March 2007. Prior to joining Cirsa, he served as asenior manager of Grupo Corporativo ONO S.A., Biocentury S.L. and the Joyco Group. He received a degree inBusiness Administration from ESADE.

Manel Estany (Manager, Bingo Division) joined Cirsa in 2009. Prior to joining Cirsa, Mr. Estany served asMarketing Manager for Moet Hennessy Spain and as General Manager for La Sirena. He received a degree inBusiness Administration from ESADE (1986).

Isaac Lahuerta (General Manager, Corporate Areas) joined Cirsa in 1999. Prior to joining Cirsa, heserved as Managing Director of Banco Santander de Negocios (1989-1993) and as General Manager InternationalDivision of Ferrovial (1993-1997). He received degrees in Business Administration from ESADE (1986) andEngineering from ETSICC (1980).

149

David Royo (Director, Chief Financial Officer) joined Cirsa in 2000. Prior to joining Cirsa, Mr. Royoserved as Managing Director of Financial Planning for Grupo Financiero Serfin (1992-1997) and as ManagingDirector of Grupo Financiero Bancrecer (1997-1999). He received a degree in Business Administration fromESADE (1982).

Miquel Vizcaino (Director, Legal) joined Cirsa in 1990. Prior to joining Cirsa, Mr. Vizcaino served asLegal Counselor of Gilabert Servicios S.L. (1987-1990). He received a degree in Business Law from IE (1987) anda degree in Law from Universidad Autonoma de Barcelona (1986).

Xavier Cots (Director, Human Resources) joined Cirsa in 2000. Prior to joining Cirsa, he served asDirector of Human Resources of Gates Vulca (1996-1998) and as Director of Human Resources Europe for BICGraphic Europe S.L. (1998-2000). He received a degree in Law from U.O.C. (2005), a degree in BusinessAdministration from Universidad de Barcelona (1985) and a degree in Human Resources Management from EADA(1993).

Antonio Hostench (Manager, Corporate Development and Strategy) joined Cirsa in June 2008. Prior tojoining Cirsa, he served as General Manager of N+1 Corporate Finance (2005-2008) and Managing Partner ofRoland Berger Strategy Consultants (1996-2005). He received degrees in Business Administration from IESE(1994) and Engineering from the Universidad Politecnica de Cataluyna (1990).

The business address for each member of the Board of Directors and senior management of Cirsa isTerrassa (Barcelona), Ctra. de Castellar. 298.

Compensation of Managers and Executive and Divisional Officers

For the year ended December 31, 2012, we paid an aggregate of approximately A4.8 million to ourdirectors and executive and divisional officers, including cash compensation for salary and bonuses. In 2017, ourdeferred compensation program will result in payments to certain of our executive and divisional officers in anapproximate aggregate amount of A4.5 million. In addition, company cars have been provided for certain of ourdirectors and executive and divisional officers.

150

PRINCIPAL SHAREHOLDERS

Cirsa Funding

As of September 30, 2013, Cirsa Funding Luxembourg S.A. had issued and outstanding 20,310 ordinaryshares, all of which were held by Cirsa.

Cirsa

The following table sets forth, as of September 30, 2013, information regarding beneficial ownership ofCirsa’s outstanding ordinary shares (excluding treasury shares):

Number of PercentageShares of of Shares

Name and Address of Owner of Record Record of Record

Manuel Lao HernandezCtra. de Castellar, 29808226 TerrassaBarcelona, Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,322,923 47.08%

Nortia Business Corporation, S.L.(1)

Ctra. de Castellar, 338-34008226 TerrassaBarcelona, Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,432,777 52.92%

(1) Manuel Lao Hernandez owns 96.37% of the ordinary shares of Nortia. Members of his immediate family own the remaining3.63%. Accordingly, Manuel Lao Hernandez beneficially owns 100% of Cirsa’s ordinary shares.

As of September 30, 2013, a total of 32,003,250 of Cirsa’s ordinary shares, or 26.04% of Cirsa’s issued andoutstanding ordinary shares, are subject to pledges to secure certain obligations of Nortia under bank debt.

151

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Nortia

Transactions in the ordinary course of business

We enter into a significant number of transactions on a regular basis with Nortia. Transactions in theordinary course of business include lease agreements, professional and other corporate services, the charter ofairplanes and the sale of goods.

We lease a majority of the premises used to conduct our business (including various corporate buildings,certain office space for our slot machine operators and bingo halls) from Nortia or its subsidiaries, pursuant tolease agreements with aggregate annual payments of approximately A6.4 million. Most of these lease agreementsare for a term of one year and are automatically renewable for subsequent yearly periods.

Nortia and its affiliates provide professional and other corporate services (public relations and marketingactivities, real estate management, travel and insurance brokerage) which amounted to A3.5 million, A2.9 million,A3.1 million and A2.5 million, for 2010, 2011, 2012 and the nine months ending September 30, 2013 respectively.We regularly provide to Nortia and its affiliate’s corporate management services, such as information technology,administrative, legal, financial and human resources, that amounted to A1.2 million in 2010, A0.9 million in 2011,A0.9 million in 2012 and A0.7 million in the nine months ended September 30, 2013.

In addition to the above, and according to our business needs from time to time, we charter one or moreairplanes from Executive Airlines, S.L. (‘‘Executive Airlines’’), a subsidiary of Nortia. Executive Airlines, in turn,leases the airplanes we charter under three leasing arrangements. The total amounts paid to Executive Airlines forthe charter of airplanes in 2010, 2011, 2012 and the nine months ended September 30, 2013 were A3.2 million,A2.1 million, A1.8 million and A1.0 million respectively.

We expect to continue to enter into these types of transactions with Nortia in the future.

Financial Transactions

A long-term loan from Cirsa to Nortia is outstanding. This loan bears interest at a rate of 8.75% perannum and matures on December 31, 2017. In connection with our acquisition of a majority interest in the WinnerGroup, we acquired a 9% ownership interest from Nortia for a total consideration of $10 million. This amount wasdeducted from the intercompany loan between Nortia and Cirsa, and did not involve any cash payment. OnJuly 12, 2013, we acquired a majority interest in four small Spanish slot route operator companies that wereformerly part of the Opesa group (the ‘‘Acquired Group’’) for total cash consideration of A17.1 million, fromNortia. The minority interest in the Acquired Group not acquired will continue to be held by independent localpartners in Spain. On September 30, 2013, Nortia made a voluntary cash prepayment of A12.0 million on theoutstanding intercompany loan. As of September 30, 2013, the aggregate amount of this loan was A31.4 million.

At December 31, 2010, 2011 and 2012, and the nine months ended September 30, 2013 Nortia owedCirsa, A5.8 million, A4.8 million, A4.2 million and A3.6 million respectively, under certain promissory notes issued inconnection with real estate transfers between Cirsa and Nortia. This includes promissory notes issued in 2004 inconnection with the sale of property comprising the Unidesa R&D Center to Nortia.

As of September 30, 2013, a total of 32,003,250 of Cirsa’s ordinary shares, or 26.04% of Cirsa’s issued andoutstanding ordinary shares, are subject to pledges to secure certain obligations of Nortia under bank debt.

152

Transactions with Opesa

We make direct sales of slot machines to subsidiaries of Opesa Internacional S.A. (‘‘Opesa’’), which holdscontrolling and non-controlling interests in slot machine operators. Opesa is a subsidiary of Nortia in whichMr. Manuel Lao Hernandez and his family together own a 100% interest. Opesa and its subsidiaries competedirectly with us in the slot machine operations business. For the years ended December 31, 2010, 2011 and 2012,and the nine months ended September 30, 2013, approximately A9.4 million, A10.4 million, A9.2 million andA0.7 million respectively, of our B2B sales of slot machines were to subsidiaries of Opesa, which benefits fromsignificant volume discounts.

In addition, we regularly provide Opesa and its subsidiaries with corporate management services, such asinformation technology and legal and human resources, that amounted to A0.9 million, A0.9 million, A0.8 millionand A0.6 million in 2010, 2011, 2012 and the nine months ending September 30, 2013, respectively.

Transactions with Directors

Cirsa maintains a cash account with shareholders and directors for the purpose of clearing businessexpenses. As of December 31, 2012 and again at September 30, 2013, the balance of this cash account wasA0.8 million.

153

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of certain of our significant indebtedness as of September 30, 2013, excludingthe notes offered in the offering. The summary is not complete and reference should be made to the full text ofthe documents for such indebtedness, including the Indenture and the Intercreditor Agreement.

Payments due by period Afterending September 30, September 30,2014 2015 2016 2017 2018 2018 Total

(E in millions)Bank loan agreements . . . . . . . . . . . . . . . . . . . . . . 33.9 25.8 20.9 10.4 4.2 11.4 106.5Revolving facilities . . . . . . . . . . . . . . . . . . . . . . . . . 12.5 — — — — 12.5Total bank debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.4 25.8 20.9 10.4 4.2 11.4 119.0Capital leasing agreements . . . . . . . . . . . . . . . . . . . 9.8 5.3 2.1 1.1 0.9 3.3 22.4Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.4 — — — — 761.8 786.1Gaming tax deferrals . . . . . . . . . . . . . . . . . . . . . . . 12.3 0.3 0.2 0.2 0.2 0.4 13.4Promissory notes and other loans . . . . . . . . . . . . . . . 19.4 3.6 3.0 2.7 0.6 — 29.4

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112.3 35.0 26.1 14.3 5.8 776.8 970.4

As of September 30, 2013, after giving pro forma effect to the offering, we would have had total debt ofA1,076.4 million (including principal amount and accrued interest).

Bank Loan Agreements

As of September 30, 2013, we were party to 133 bank loan agreements with 38 banks. As ofSeptember 30, 2013, the aggregate outstanding principal amount under these loans was A106.5 million with interestrates ranging between 1.1 and 9.5%. Some of these loan agreements are secured by certain of the assets of ourMarbella casino. One loan agreement is secured by the shares of certain companies in our Bingo Division, as wellas certain of their assets. The loan agreements typically contain financial maintenance and certain restrictivecovenants.

Revolving Facilities

As of September 30, 2013, we were party to 58 revolving facilities with 25 banks which agreementsprovide for, subject to satisfaction of certain drawn down conditions, aggregate borrowings of up to A32.1 million.As of September 30, 2013, the aggregate outstanding principal amount under these credit facilities wasA12.5 million with interest rates ranging between 2.4% and 7.8%.

These revolving facilities have an average term of three years, but can be terminated at the discretion ofthe lender annually.

Receivables Financing

We have entered into financing arrangements under which we obtain loans backed by a portion of ourtrade receivables. These arrangements do not have a maturity of more than 180 days. As of September 30, 2013,we were party to 9 receivable financing agreements with 9 banks which allow for borrowings of up to A5.8 million.As of September 30, 2013, the aggregate outstanding principal amount under these financing arrangements wasA0 million, with interest rates ranging from between 4.2% and 6.0%.

154

Capital Leasing Agreements

As of September 30, 2013, we were party to 113 capital leasing agreements with 23 financial institutions.Most of these leasing agreements are granted under master leasing agreements that set forth the main terms andconditions of each lease and have a term of three to four years.

At September 30, 2013, the aggregate outstanding principal amount (including accrued interest) of theseleasing agreements was A22.4 million.

Gaming Tax Deferrals

In Spain, gaming tax accrues annually and, in most of the Spanish autonomous regions, gaming tax isrequired to be paid in quarterly installments.

We generally apply for a deferment of the payment of the gaming tax with the tax authorities of thevarious Spanish autonomous regions in which we operate for a period ranging from three to six months. Typically,gaming taxes may be deferred for three to six months, but, from time to time, some tax authorities expresslyauthorize the deferment of gaming taxes for a period greater than one year. As of September 30, 2013, ouraggregate amount of deferred gaming taxes was A13.4 million.

Promissory Notes

We issue promissory notes from time to time to finance the purchase of gaming assets and primarily slotmachine operations. As of September 30, 2013, the aggregate outstanding amount of such promissory notes wasA3.4 million. Some of these notes may be secured by the assets of the acquired companies.

Casino de Rosario Loan Agreement

On April 3, 2008, Casino de Rosario S.A. entered into two loan agreements of up to $50 million eachwith International Game Technology providing for an aggregate of up to $100 million of advances. The loanagreements each have a term of six years, and interest is based on LIBOR. Both loan agreements are secured bysubstantially all of the assets of Casino de Rosario. Cirsa and Casino Buenos Aires are parties to one of the$50 million loan agreements between Casino de Rosario and International Game Technology, and have providedlimited credit support in respect of the loan agreement. Cirsa’s partner in the Casino de Rosario joint venture,Casino Club S.A., is a party to the second of the $50 million loan agreements between Casino de Rosario andInternational Game Technology. Advances were drawn on a pro rata basis under the two loan agreements. Theproceeds from the advances were used to fund a portion of the costs of the construction of the Rosario casino.The Rosario casino and related hotel complex commenced operations in October 2009. As of September 30, 2013,the aggregate outstanding amount payable by us under the two loan agreements was A4.8 million (or $6.5 million).

Other Obligations

In addition to obligations under our indebtedness, we have a number of contingent obligations. Amongother things, as is customary in the gaming industry, we obtain performance bonds from financial institutions andother providers in order to guarantee our compliance with gaming regulations. We also obtain performance bondsfor other purposes, such as tenders for gaming concessions and the purchase of materials and equipment. As ofSeptember 30, 2013, we had obtained approximately 659 performance bonds from approximately 31 financialinstitutions in an aggregate amount of A104.6 million. None of these performance bonds have been called duringthe last three fiscal years.

As of September 30, 2013, we had long-term obligations to our joint ventures and minority investees ofA3.9 million, and short-term obligations to such entities of A1.1 million. Our net debt owed to our joint venturesand minority investees was A15.0 million.

155

Revolving Credit Facility

On May 5, 2010, Cirsa, as original borrower, and the Guarantors and Global Bingo Corporation S.A., asoriginal guarantors (the ‘‘RCF Guarantors’’), entered into the Revolving Credit Facility with Deutsche Bank AG,London Branch, as arranger, original lender, facility agent (‘‘RCF Facility Agent’’) and security trustee (‘‘SecurityTrustee’’). We amended the Revolving Credit Facility on February 4, 2011 to, amongst other things, increase theaggregate committed amount under the Revolving Credit Facility from A30 million to A50 million. The indenturefor the notes and the Intercreditor Agreement permit up to A100 million to be drawn under a senior facility andfor such facility to have the benefit of the Intercreditor Agreement as described herein.

In addition to loans, the Revolving Credit Facility may be used to issue letters of credit. In addition, partof the Revolving Credit Facility can be designated, from time to time, as ancillary facilities.

We will use a portion of the proceeds from this offering to repay A25.0 million of indebtednessoutstanding under the Revolving Credit Facility on the date of closing of this offering, but the total committedamount under our Revolving Credit Facility (A50 million) will remain available after such repayment. See ‘‘Use ofProceeds’’ and ‘‘Capitalization.’’ At December 31, 2013, the aggregate outstanding amount under the RevolvingCredit Facility was A25.0 million.

Maturity and interest

The loans under the Revolving Credit Facility presently bear interest at EURIBOR (or LIBOR, asapplicable) plus a margin of 4.125% per annum (plus mandatory costs, if any) payable on the last day of eachapplicable interest period (as determined in accordance with the terms of the Revolving Credit Facility).

The current termination date of the Revolving Credit Facility is January 31, 2018.

Covenants and events of default

The Revolving Credit Facility contains certain covenants and events of default which, subject to certainconforming amendments, reflects the covenants and events of default contained in the notes. The Revolving CreditFacility also contains certain customary representations and warranties and information undertakings for facilitiesof this type.

Security and guarantees

The obligations under the Revolving Credit Facility are secured by a pledge over the shares of certain ofCirsa’s subsidiaries granted by Cirsa International Gaming Corporation S.A., and Global Bingo Corporation S.A.and a pledge over certain credit rights from current account agreements entered into by Global BingoCorporation S.A. with certain of such subsidiaries (the ‘‘RCF Security’’). Guarantees have been provided by Cirsaand the RCF Guarantors, subject to certain customary limitations relating to such matters as unlawful financialassistance or which would result in directors or officers acting in contravention of their fiduciary duties and/orwould subject them to civil or criminal or personal liability as a result of providing such guarantees.

While the aggregate principal committed amount made available under the Revolving Credit Facility waspresently A50 million, the lenders of any additional amounts that may be committed thereunder (up to anaggregate of A100 million) likewise shall have the benefit of such security (subject any local law limitations) andshall benefit from the terms of the intercreditor agreement.

Voluntary prepayments

Cirsa has the option to voluntarily prepay or cancel all or part of the Revolving Credit Facility in tranchesof at least A1 million with five business days’ notice (or such shorter period as the majority lenders under the

156

Revolving Credit Facility may agree). Cirsa has the option to voluntarily prepay an individual lender in the eventthat any sum payable to that lender is required to be increased due to a tax gross-up or indemnification or whereincreased costs are payable in certain circumstances.

Mandatory prepayments

Mandatory prepayment and cancellation of the Revolving Credit Facility will occur upon (i) certainchange of control events and upon disposal of certain assets or (ii) it being illegal for a lender to provide orcontinue to provide funding (such prepayment will be limited to such lender’s share). In the case of any voluntaryprepayment or mandatory prepayment, Cirsa would be required to pay break costs (if any).

Intercreditor Agreement

To establish the relative rights of our creditors under the Revolving Credit Facility and the indenture forthe notes, the Issuer, Cirsa, the RCF Guarantors (Cirsa and the RCF Guarantors, together the ‘‘Obligors’’) andGroup Companies that are creditors in respect of certain intercompany debt have entered into an intercreditoragreement (the ‘‘Intercreditor Agreement’’) dated May 5, 2010, with, among others, the lenders under theRevolving Credit Facility, the RCF Facility Agent, the Security Trustee and Deutsche Trustee Company Limited, astrustee for the notes (and any additional creditors providing additional revolving credit facility financing up to anaggregate of A100 million shall accede to the Intercreditor Agreement at such time as such party providesadditional financing). By accepting a note, holders of notes will be deemed to have agreed to and accepted theterms and conditions of the Intercreditor Agreement.

The Intercreditor Agreement sets out:

• the relative ranking of the indebtedness under the Revolving Credit Facility and the indebtednessunder the notes and the Guarantees;

• certain provisions concerning enforcement action that can be taken in respect of that debt;

• the procedure of enforcement of the transaction security or any guarantee of the Revolving CreditFacility or the Guarantees and the allocation of proceeds resulting from such enforcement;

• the terms pursuant to which certain intercompany debt will be subordinated upon the occurrence ofcertain insolvency events; and

• turnover provisions.

The following description is a summary of certain provisions contained in the Intercreditor Agreement. Itdoes not restate the Intercreditor Agreement in its entirety and, as such, we urge you to read that documentbecause it, and not the discussion that follows, defines certain rights (and restrictions on entitlement) of theholders of the notes.

Priority of debts

The Intercreditor Agreement provides that outstanding debt under the Revolving Credit Facility(including the guarantees thereof), the notes and the Guarantees will rank, without any preference between them,in priority to any intercompany loans.

Enforcement

The Intercreditor Agreement sets forth procedures for the enforcement of the RCF Security.

157

The lenders under the Revolving Credit Facility may not independently enforce the RCF Security.Enforcement with respect to such security may only be taken by the Security Trustee upon the instruction of theRCF Facility Agent.

The proceeds of enforcement of any transaction security or any guarantees of the Revolving CreditFacility or the Guarantees and all other amounts paid to the Security Trustee under the Intercreditor Agreementshall be applied in the following order:

• first, in payment pari passu and ratably (i) of the fees, costs, expenses and liabilities (and all interestthereon) of the RCF Facility Agent, the Security Trustee, and any receiver, delegate, attorney oragent appointed under the security documents or the Intercreditor Agreement and (ii) owing to thetrustee for the notes in respect of Notes Trustee Ordinary Course Amounts (as defined below);

• second, in payment pari passu and ratably of unpaid costs and expenses of the RCF Facility Agentand any other finance party under the Revolving Credit Facility (other than the Security Trustee, anyreceiver or delegate);

• third, in payment to the RCF Facility Agent for application towards the balance of the RevolvingCredit Facility;

• fourth, in payment to the trustee for the notes for application towards the balance of the notes andthe Guarantees; and

• fifth, in payment of the surplus (if any) to the Obligors or other persons entitled to it forintercompany liabilities or otherwise.

As used in the Intercreditor Agreement, the term ‘‘Notes Trustee Ordinary Course Amounts’’ means thefees, costs and expenses of the trustee for the notes (including any amount payable to that trustee for the notespersonally by way of indemnity, remuneration or to reimburse it for expenses incurred) payable for its own accountpursuant to the notes documents in respect of the ongoing day-to-day administration of the notes documents andthe costs of any enforcement action (including legal and other professional advisory fees) which are recoverablepursuant to the terms of the indenture for the notes or any other document entered into in connection with theissuance of the notes.

Release of Transaction Security, Guarantees and Intercompany Debt

Each holder of the notes, the lenders in respect of intercompany loans, the lenders under the RevolvingCredit Facility and all other creditors (other than the Security Trustee) irrevocably authorizes the Security Trusteeto unconditionally release in any manner whatsoever any guarantees of the Revolving Credit Facility, Guarantees,intercompany loans and/or transaction security and/or other liabilities in respect of such debt in connection withany Enforcement Action taken or to be taken by the Security Trustee in accordance with the provisions of theIntercreditor Agreement and the other relevant Finance Documents, and the Security Trustee (and the RCFFacility Agent, trustee for the notes and relevant intercompany lender) shall promptly execute any such release ortake such other action as is reasonably required to effect any such release at the expense of Cirsa.

It is a condition to the release of any Guarantees of the notes and other liabilities in respect of the notesand the Guarantees that the proposed Enforcement Action taken or to be taken by the Security Trustee involvesthe sale of shares and/or assets and that:

• either (a) such sale is made pursuant to a public auction or a process or proceedings approved orsupervised by or on behalf of any court of law; or (b) in connection with such sale, an internationallyrecognized investment bank selected by the Security Trustee has delivered an opinion to the trustee

158

for the notes that the sale price is fair from a financial point of view after taking into account all ofthe relevant circumstances in connection with such sale;

• the proceeds of such sale will be received by the Security Trustee in the form of cash (or substantiallyall cash);

• immediately prior to or concurrently with the completion of such sale, the relevant Guarantor andeach of its Subsidiaries is or will be simultaneously and unconditionally released from all guaranteesof the Revolving Credit Facility, other liabilities in respect of the Revolving Credit Facility and anysecured hedging obligations relating thereto and all intercompany debt owed by such GroupCompany (or such debt is sold or otherwise disposed of by the relevant creditors to the purchaser ofthe relevant Group Company) and such obligations are not assumed by the purchaser of suchGuarantor or an affiliate of such purchaser; and

• the net cash proceeds of sale are applied as described under ‘‘—Enforcement.’’

Intercompany debt

Pursuant to the Intercreditor Agreement, Cirsa and its subsidiaries party thereto that are creditors inrespect of intercompany debt have agreed to subordinate intercompany debt to debt under the Revolving CreditFacility, the notes and related guarantees.

In addition, neither Cirsa nor any of its subsidiaries that are creditors in respect of intercompany debtmay accept the benefit of any security, guarantee, indemnity or other assurance against financial loss in respect ofintercompany debt. Neither Cirsa nor any obligor may make any payment on or otherwise acquire or satisfy anyintercompany debt if an enforcement action has occurred or is continuing in relation to the Revolving CreditFacility or the notes without the consent of the RCF Facility Agent.

Cirsa has agreed to procure that any Group Company that makes available intercompany debt to anObligor or Group Company over which security has been granted to the lenders under the Revolving CreditFacility shall become a party to the Intercreditor Agreement in respect of such intercompany debt.

Turnover

If any creditor (defined in the Intercreditor Agreement as the trustee for the notes on behalf of theholders of the notes, the Security Trustee, the lenders under the Revolving Credit Facility, the RCF Facility Agentand any receiver or delegate) or Cirsa or any of its subsidiaries receives or recovers a payment in contravention ofthe Intercreditor Agreement, such creditor shall hold such payment in trust and pay over such amounts to theSecurity Trustee for application in accordance with the provision described above under ‘‘—Enforcement.’’

In addition, if the trustee for the notes on behalf of the holders or the Issuer receives any amount from amember of the Group after enforcement of the notes or the Revolving Credit Facility, such person shall hold suchamount in trust and pay over to the Security Trustee for application in accordance with the provisions describedunder ‘‘—Enforcement.’’

159

DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this description under the subheading ‘‘CertainDefinitions.’’ In this description, the word ‘‘Issuer’’ refers only to Cirsa Funding Luxembourg S.A. and the word‘‘Company’’ refers only to Cirsa Gaming Corporation, S.A. and not to any of its subsidiaries.

The Issuer will issue the notes as additional notes under an existing indenture dated May 5, 2010 amongitself, the Company, the Subsidiary Guarantors (as defined below), Deutsche Trustee Company Limited, as trustee,Deutsche Bank AG, London Branch, as transfer agent and principal paying agent, and Deutsche BankLuxembourg S.A., as registrar and Luxembourg transfer and paying agent, in a private transaction that is notsubject to the registration requirements of the Securities Act. The Indenture will not incorporate or include any ofthe provisions of the U.S. Trust Indenture Act of 1939, as amended. See ‘‘Notice to Investors.’’ The offered notesare being offered as additional notes under the indenture pursuant to which the Issuer issued the Initial Notes onMay 5, 2010, the First Additional Notes on January 18, 2011 and the Second Additional Notes on February 5,2013. The Initial Notes, the First Additional Notes, the Second Additional Notes and the offered notes willconstitute a single class of debt securities under the indenture. The terms of the notes are subject to the provisionsof the indenture.

The following description is a summary of the material provisions of the indenture and the IntercreditorAgreement. It does not restate the indenture or the Intercreditor Agreement in their entirety. We urge you to readthe indenture and the Intercreditor Agreement because they, and not this description, define your rights as holdersof the notes. Copies of the indenture and the Intercreditor Agreement are available as set forth under ‘‘WhereYou Can Find Other Information.’’ Certain defined terms used in this description but not defined below under‘‘—Certain Definitions’’ have the meanings assigned to them in the indenture.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holderswill have rights under the indenture.

Subject to compliance with the covenant described under ‘‘—Certain Covenants—Incurrence ofIndebtedness and Issuance of Preferred Stock and Disqualified Stock,’’ the Issuer may also issue an unlimitedamount of additional notes at later dates under the same indenture (‘‘Additional Notes’’). Any Additional Notesthat the Issuer issues in the future will be identical in all respects to the notes that the Issuer is issuing hereby(including with respect to Guarantees of such notes), except that notes issued in the future will have differentissuance prices and issuance dates. All notes, including any Additional Notes, will be treated as a single class for allpurposes under the indenture, including (without limitation), with respect to waivers, amendments, redemptionsand offers to purchase. Unless the context otherwise requires, for all purposes of the indenture and this‘‘Description of the Notes,’’ references to the notes include the notes offered hereby and any Additional Notesactually issued.

For purposes of any covenant summarized herein, any reference to an amount in ‘‘A’’ shall mean, inrespect of any amount in any currency other than euro, the Euro Equivalent thereof.

Brief Description of the Notes, the Funding Loan, the Guarantees of the Notes and the Intercreditor Agreement

The Issuer will enter into a loan agreement to repay an amount equal to the principal amount of thenotes issued under the indenture pursuant to a Funding Loan. The notes are initially guaranteed by the Companyand the Subsidiary Guarantors as of the date of the indenture and may, in the future, be guaranteed by further ofthe Company’s Restricted Subsidiaries (each such guarantee, a ‘‘Guarantee’’). A Guarantee given by a SubsidiaryGuarantor may be released in certain circumstances described herein.

160

The Notes and the Funding Loans

The notes:

• are general unsecured senior obligations of the Issuer;

• rank pari passu among themselves; and

• are unconditionally guaranteed by the Company and the Subsidiary Guarantors (and any futureGuarantors).

The Issuer had no other Indebtedness on the date of the indenture and will not be allowed to incuradditional indebtedness under the indenture and any intercompany Indebtedness except any Additional Notes,other Public Debt and Hedging Obligations, in each case, to be incurred in compliance with the indenture. Uponcompletion of this offering, the Issuer’s only material assets are the obligation of the Company to make paymentson the Funding Loan in respect of the Initial Notes, the Funding Loan in respect of the First Additional Notes,the Funding Loan in respect of the Second Additional Notes and the Funding Loan in respect of the offered notes.

Each Funding Loan is:

• a general unsecured senior obligation of the Company;

• effectively subordinated to all existing and future secured borrowings of the Company to the extentof the value of the assets so secured; and

• effectively subordinated (in an insolvency proceeding) to any non-related third party borrowings ofthe Company except for those borrowings that have been set aside as fraudulent by a court.

As of September 30, 2013, after giving pro forma effect to this offering and the application of theproceeds thereof, we would have had total debt, including the notes, of A1,076.4 million.

The Funding Loan requires the Company to make appropriate payments under the Funding Loan toenable the Issuer to fulfill its obligations under the indenture. Upon the issuance of any Additional Notes, theproceeds thereof will be loaned to the Company pursuant to an additional loan on substantially the same terms asthe Funding Loan.

The Guarantees of the Notes

Each Guarantee of the notes is (and the Guarantee of the notes by any future Guarantors will be):

• a joint and several general unsecured obligation of the relevant Guarantor; and

• effectively subordinated to all existing and future claims that have a statutory priority underapplicable law and secured debt of the Guarantor to the extent of such priority and the value of theassets so secured.

As of the date of the indenture, all of the Company’s Subsidiaries will be ‘‘Restricted Subsidiaries.’’However, under the circumstances described below under the subheading ‘‘—Certain Covenants—Designation ofRestricted and Unrestricted Subsidiaries,’’ the Company will be permitted to designate certain of its Subsidiaries as‘‘Unrestricted Subsidiaries.’’ The Unrestricted Subsidiaries will not be subject to many of the restrictive covenantsin the indenture.

Not all of our Subsidiaries will initially guarantee the notes. In the event of a bankruptcy, liquidation orreorganization of any non-guarantor Subsidiaries, these Subsidiaries will pay the holders of their debt and their

161

trade creditors before they will be able to distribute any of their assets to the Company. The Company is a holdingcompany dependent upon the cash flow of its operating company subsidiaries in order to satisfy its obligationsunder its Guarantee of the notes and the Funding Loan.

The Guarantors consist of the Company, which holds all of our Restricted Subsidiaries and also conductssome operations, and the Subsidiary Guarantors. The Subsidiary Guarantors, as at the date of the indenture, willconsist of 14 Spanish companies, one Italian company and one Panamanian company. The Subsidiary Guarantorsinclude both operating companies and various intermediate holding companies. For the twelve months endedSeptember 30, 2013, the Subsidiary Guarantors represented approximately 43.5% of our consolidated AdjustedEBITDA.

Under the indenture, the notes are guaranteed by Cirsa Italia S.p.A. for a maximum amount ofA59.6 million. The maximum amount guaranteed under the Guarantee issued by Cirsa Italia S.p.A. is subject toreduction in order to comply with the Italian law corporate benefit provisions.

In addition, pursuant to the covenant entitled ‘‘—Additional Guarantees,’’ subject to certain exceptions,any Restricted Subsidiary (i) that after the date of the indenture is or becomes a Material Subsidiary (except forRestricted Subsidiaries which are Material Subsidiaries at the date of the indenture but not initial Guarantors andRestricted Subsidiaries that are not 90% or more owned by the Company) or (ii) that guarantees certainIndebtedness of other entities, will also be required to become a Guarantor.

The Guarantees of the notes are joint and several obligations of the Guarantors. The obligations of eachGuarantor under its Guarantee are limited as necessary to prevent that Guarantee from constituting a fraudulentconveyance under applicable law and as otherwise required under applicable law. See ‘‘Risk Factors—Risks relatingto the offered notes and this offering—Fraudulent conveyance laws and other limitations on the enforceability andthe amount of the Guarantees may adversely affect the validity and enforceability of the Guarantees.’’

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidatewith or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than theCompany or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formedby or surviving any such consolidation or merger assumes all the obligations of thatGuarantor under the indenture and its Guarantee of the notes pursuant to asupplemental indenture satisfactory to the trustee;

(b) the Net Proceeds of such sale or other disposition are applied in accordance with theapplicable provisions of the indenture; or

(c) in any transaction between (i) the Company or a Guarantor and (ii) a RestrictedSubsidiary that is not a Guarantor, the Company or such Guarantor is the survivingPerson or the Restricted Subsidiary is the surviving Person and assumes all of theobligations of the Company or such Guarantor under the indenture and its Guaranteeof the notes pursuant to a supplemental indenture satisfactory to the trustee.

162

Release of Guarantees

The Guarantee of a Guarantor will be released, other than in connection with a Share PledgeEnforcement Sale:

(1) in connection with any sale or other disposition of all or substantially all of the assets of thatGuarantor (including by way of merger or consolidation) to a Person that is not (either beforeor after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale orother disposition complies with the ‘‘Asset Sale’’ provisions of the indenture, and all obligationsof that Guarantor with respect to other Indebtedness of the Company or its RestrictedSubsidiaries are also released;

(2) in connection with any sale of all of the Capital Stock of that Guarantor to a Person that is not(either before or after giving effect to such transaction) a Restricted Subsidiary of the Company,if the sale complies with the ‘‘Asset Sale’’ provisions of the indenture, and all obligations of thatGuarantor with respect to other Indebtedness of the Company or its Restricted Subsidiaries arealso released;

(3) if the Company designates any Restricted Subsidiary that is a Guarantor as an UnrestrictedSubsidiary in accordance with the applicable provisions of the indenture;

(4) upon legal defeasance or covenant defeasance or discharge of the notes as described under thecaption ‘‘Defeasance’’ and ‘‘Satisfaction and Discharge;’’

(5) as described under the caption ‘‘Amendment, Supplement and Waiver;’’ or

(6) in the case of Guarantees granted pursuant to the covenant entitled ‘‘—Additional Guarantees,’’upon the discharge of the Indebtedness or the release and discharge of the guarantee that gaverise to the obligation to guarantee the notes.

See ‘‘—Repurchase at the Option of Holders—Asset Sales.’’

In connection with a Share Pledge Enforcement Sale, a Guarantee will only be released if (i) the trusteeconfirms to the agent under the Senior RCF that the release has been consented to by the holders of the Notesunder the indenture (to the extent such consent is required under the indenture); or (ii) the relevant shares of theGuarantor are disposed of and:

(1) either (a) such disposal is made pursuant to a public auction or process or proceedingssupervised or approved by or on behalf of any court of law; or (b) in connection with suchdisposal, an internationally recognized investment bank selected by the Security Trustee hasdelivered an opinion to the trustee that the disposal price of the shares of the relevantGuarantor is fair from a financial point of view after taking into account all the relevantcircumstances in connection with such disposal;

(2) the proceeds of such disposal received by the Security Trustee are in the form of cash (orsubstantially all cash);

(3) immediately prior to or concurrently with the completion of such disposal, such Guarantor andeach of its Subsidiaries is simultaneously and unconditionally released from all guarantees andother liabilities in respect of the Senior RCF, any secured hedging obligations relating theretoand any intercompany debt owed by such Guarantor (or such debt is sold or otherwise disposedof by the relevant creditors to the purchaser of such Guarantor) and such obligations are notassumed by the purchaser of such Guarantor or an affiliate of such purchaser; and

163

(4) the net cash proceeds of such disposal are applied in accordance with the application ofrecoveries provisions summarized above under ‘‘Description of Certain Indebtedness—Intercreditor Agreement’’.

Intercreditor Agreement

To establish the relative rights of creditors, the lenders under the Senior RCF, if any, the trustee for theholders of the notes, the Issuer, the Company and the Subsidiary Guarantors have entered into the IntercreditorAgreement. The Intercreditor Agreement provides that in the event of an enforcement of any Guarantee, theproceeds from such enforcement shall be applied first to pay fees and amounts due under the Senior RCF beforeany application of proceeds can be made towards any amounts due to the holders of the notes. Moreover, thetrustee, the Issuer, the Company and the Subsidiary Guarantors will be required to turnover to the lenders underthe Senior RCF any amounts received by any of them in contravention of the Intercreditor Agreement. See‘‘Description of Certain Indebtedness—Revolving Credit Facility’’ and ‘‘Description of Certain Indebtedness—Intercreditor Agreement.’’

Principal, Maturity and Interest and Payment of Notes

The Issuer will issue notes in minimum denominations of A50,000 and integral multiples of A1,000 inexcess thereof. For so long as the notes are listed on the Official List of the Luxembourg Stock Exchange andadmitted to trading on the Euro MTF Market and the rules of this exchange so require, the Issuer will publish anotice of any change in these denominations in a newspaper having a general circulation in Luxembourg (currentlyexpected to be the Luxemburger Wort) or the website of the Luxembourg Stock Exchange (www.bourse.lu). Thenotes will mature on May 15, 2018.

Interest on the notes will accrue at the rate of 8.750% per annum and will be payable semi-annually inarrears on May 15 and November 15, commencing on May 15, 2014. The Issuer will make each interest paymentto the holders of record on the immediately preceding May 1 and November 1. The reimbursement price of thenotes at maturity will be 100% of the principal amount then outstanding.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid,from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised oftwelve 30-day months.

Methods of Receiving Payments on the Notes

The Issuer will pay all principal, interest, premium, and Additional Amounts, if any, on the Global Notes(as defined below) at the corporate trust office or agency of the Principal Paying Agent (as defined below). Allpayments on the Global Notes will be made by wire transfer of immediately available funds to an account of theholder of the Global Notes in accordance with instructions given by the holder.

Payments of principal of, and premium, if any, on each note in definitive registered form (‘‘DefinitiveRegistered Notes’’) will be made by transfer on the due date to an account maintained by the payee pursuant todetails provided by the holder or, if requested by the holder, by check, in each case against presentation andsurrender (or, in the case of partial payment only, endorsement) of the relevant Definitive Registered Note at theoffice of any Paying Agent. Payments of interest in respect of each Definitive Registered Note will be made bytransfer on the due date to an account maintained by the payee (the holder and account details of which appearon the register of holders at the close of business on the relevant record date) or, if requested by the holder, bycheck mailed on the relevant due date (or if that is not a business day, the immediately succeeding business day)to the holder (or to the first named of joint holders) of the Definitive Registered Note appearing on the register ofholders at the close of business at the address shown on the register of holders on such record date. Payments inrespect of principal of, premium, if any, and interest on Definitive Registered Notes are subject in all cases to anytax or other laws and regulations applicable in the place of payment but without prejudice to the provisions underthe headings ‘‘—Optional Tax Redemption’’ and ‘‘—Additional Amounts.’’ The Paying Agent may require payment

164

of a sum sufficient to cover any transfer tax or similar governmental charge in connection with any paymenttransfer instructions received by the Paying Agent. Definitive Registered Notes, if issued, will only be issued inregistered form.

Paying Agent and Registrar for the Notes

The Issuer will maintain one or more paying agents for the notes (i) in Luxembourg (the ‘‘LuxembourgPaying Agent’’) for as long as the notes are listed on the Official List of the Luxembourg Stock Exchange andadmitted to trading on the Euro MTF Market and the rules of this exchange so require, and (ii) London, UnitedKingdom (the ‘‘Principal Paying Agent’’ and together with the Luxembourg Paying Agent, the ‘‘Paying Agents’’).The initial Paying Agents are Deutsche Bank Luxembourg S.A. in Luxembourg and Deutsche Bank AG, LondonBranch in London. The Paying Agents also will act as Transfer Agent. The Transfer Agent is responsible for,among other things, facilitating any transfers or exchanges of beneficial interests in different global notes betweenholders.

In addition, the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member Stateof the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive2003/48/EC or any other Directive implementing the conclusions of the European Council of Economics andFinance Ministers (‘‘ECOFIN’’) meeting of November 26-27, 2000 or any law implementing or complying with, orintroduced in order to conform to, such Directive.

The Issuer also will maintain one or more registrars (each a ‘‘Registrar’’). The initial Registrar will beDeutsche Bank Luxembourg S.A. The Registrar will maintain a register reflecting ownership of DefinitiveRegistered Notes outstanding from time to time and will make payments on Definitive Registered Notes on behalfof the Issuer.

The Issuer may change the Paying Agents, the Transfer Agents or the Registrars without prior notice tothe holders. For so long as the notes are listed on the Official List of the Luxembourg Stock Exchange andadmitted to trading on the Euro MTF Market and the rules of this exchange so require, the Issuer will publish anotice of any change of Paying Agent, Transfer Agent or Registrar in a newspaper having a general circulation inLuxembourg (currently expected to be the Luxemburger Wort) or the website of the Luxembourg Stock Exchange(www.bourse.lu).

Form of Notes

The notes will be issued in the form of global notes in registered form and will be issued in minimumdenominations of A50,000 principal amount and integral multiples of A1,000. The notes will be serially numbered.In no event will Definitive Registered Notes in bearer form be issued. See ‘‘Book-Entry, Settlement andClearance.’’

Additional Amounts

All payments made by the Issuer, any Guarantor or a successor of any of them (each a ‘‘Payor’’) on thenotes will be made without withholding or deduction for, or on account of, any present or future taxes, duties,assessments or governmental charges of whatever nature (‘‘Taxes’’) unless the withholding or deduction of suchTaxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or leviedby or on behalf of:

(1) Luxembourg, Spain or any political subdivision or governmental authority of any thereof ortherein having power to tax;

(2) any jurisdiction from or through which payment on the notes or a Guarantee is made, or anypolitical subdivision or governmental authority thereof or therein having the power to tax; or

165

(3) any other jurisdiction in which a Payor is organized or otherwise considered to be a resident fortax purposes, or any political subdivision or governmental authority thereof or therein having thepower to tax (each of clause (1), (2) and (3), a ‘‘Relevant Taxing Jurisdiction’’),

will at any time be required from any payments made with respect to the notes, including payments ofprincipal, redemption price, interest or premium, the Payor will pay (together with such payments) suchadditional amounts (the ‘‘Additional Amounts’’) as may be necessary in order that the net amountsreceived in respect of such payments by each holder of the notes or the Guarantee, as the case may be,after such withholding or deduction (including any such deduction or withholding from such AdditionalAmounts), equal the amounts which would have been received in respect of such payments in the absenceof such withholding or deduction; provided, however, that no such Additional Amounts will be payablewith respect to:

(1) any Taxes that would not have been so imposed but for the existence of any present or formerconnection between the relevant holder (or between a fiduciary, settlor, beneficiary, member orshareholder of, or possessor of power over the relevant holder, if the relevant holder is anestate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction other than aconnection resulting from the mere ownership or holding of such note or enforcement of rightsthereunder or under any Guarantee or the receipt of payments in respect thereof;

(2) any Taxes that would not have been so imposed if the holder or the beneficial owner of a notehad made a declaration of non-residence or any other claim or filing for exemption to which it isentitled (provided that (x) such declaration of non-residence or other claim or filing forexemption is required by the applicable law of the Relevant Taxing Jurisdiction as a preconditionto exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 daysprior to the first payment date with respect to which such declaration of non-residence or otherclaim or filing for exemption is required under the applicable law of the Relevant TaxingJurisdiction, the relevant holder at that time has been notified (in accordance with theprocedures set forth in ‘‘—Selection and Notice’’) by the Payor or any other Person throughwhom payment may be made that a declaration of non-residence or other claim or filing forexemption is required to be made);

(3) any note presented for payment (where presentation is required) more than 30 days after therelevant payment is first made available for payment to the holder (except to the extent that theholder would have been entitled to Additional Amounts had the note been presented duringsuch 30 day period);

(4) any Taxes that are payable otherwise than by withholding from a payment of the principal of,premium, if any, or interest, on the notes or under any Guarantee;

(5) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or othergovernmental charge;

(6) any withholding or deduction imposed on a payment to an individual and required to be madepursuant to the European Union Directive on the taxation of savings income (the ‘‘Directive’’)which was adopted by the ECOFIN Council of the European Union (the Council of EU financeand economic ministers) on June 3, 2003 or any other Directive implementing the conclusions ofthe ECOFIN meeting of November 26-27, 2000, or any law implementing or complying with, orintroduced in order to conform to, the Directive; or

(7) any Taxes which could have been avoided by the presentation (where presentation is required) ofthe relevant note to another Paying Agent in a member state of the European Union.

166

Such Additional Amounts will also not be payable where, had the beneficial owner of the note been theholder of the note, it would not have been entitled to payment of Additional Amounts by reason of any ofclauses (1) to (7) inclusive above.

The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted orwithheld to the Relevant Taxing Jurisdiction in accordance with applicable law. Upon request, the Payor will use allreasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted orwithheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to eachholder. In its response to such request, the Payor will attach to each certified copy a certificate stating (x) that theamount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect ofthe principal amount of notes then outstanding and (y) the amount of such withholding Taxes paid per A1,000principal amount of the notes. Copies of such documentation will be available for inspection during ordinarybusiness hours at the office of the trustee by the holders of the notes upon request and will be made available atthe offices of the Paying Agent located in Luxembourg if the notes are then listed on the Official List of theLuxembourg Stock Exchange and admitted to trading on the Euro MTF Market.

At least 30 days prior to each date on which any payment under or with respect to the notes or anyGuarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the30th day prior to such date, in which case it shall be promptly thereafter), if the Payor will be obligated to payAdditional Amounts with respect to such payment, the Payor will deliver to the trustee an Officers’ Certificatestating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such otherinformation necessary to enable the trustee to pay such Additional Amounts to holders on the payment date. Eachsuch Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing suchmatters.

The indenture further provides that, if the Payor conducts business in any jurisdiction (an ‘‘AdditionalTaxing Jurisdiction’’) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of suchAdditional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such AdditionalTaxing Jurisdiction from payments under the notes or a Guarantee, as the case may be, which would not have beenrequired to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, theAdditional Amounts provision described above shall be considered to apply to such holders as if references in suchprovision to ‘‘Taxes’’ included taxes imposed by way of deduction or withholding by any such Additional TaxingJurisdiction (or any political subdivision thereof or taxing authority therein).

Wherever in the indenture, the notes, any Guarantee or this description of the notes there are mentioned,in any context:

(1) the payment of principal,

(2) purchase prices in connection with a purchase of notes,

(3) interest, or

(4) any other amount payable on or with respect to the notes or any Guarantee,

such reference shall be deemed to include payment of Additional Amounts as described under thisheading to the extent that, in such context, Additional Amounts are, were or would be payable in respectthereof.

The Payor will pay any present or future stamp, court or documentary taxes, or any other excise orproperty taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registrationof any notes or any other document or instrument referred to therein (other than a transfer of the notes), or thereceipt of any payments with respect to the notes or any Guarantee, excluding any such taxes, charges or similarlevies imposed by any jurisdiction outside Luxembourg, Spain, the United States, the United Kingdom or any

167

jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid inconnection with, the enforcement of the notes, a Guarantee or any other such document or instrument followingthe occurrence of any Event of Default with respect to the notes.

The foregoing obligations will survive any termination, defeasance or discharge of the indenture and willapply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or any politicalsubdivision or taxing authority or agency thereof or therein.

Optional Redemption

At any time prior to May 15, 2013, at the option of the Issuer or the Company, the Issuer may, upongiving not less than 30 nor more than 60 days’ notice to the holders of the notes (which notice will be irrevocable),on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under theindenture at a redemption price of 108.750% of the principal amount, plus accrued and unpaid interest, if any, tothe redemption date, with the Net Cash Proceeds of one or more Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of notes issued under the indenture remainoutstanding immediately after the occurrence of such redemption (excluding notes held by theIssuer or the Company and its Subsidiaries); and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

After May 15, 2014, at the option of the Issuer or the Company, the Issuer may redeem all or a part ofthe notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentagesof principal amount) set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to theapplicable redemption date, if redeemed during the twelve month period beginning on May 15 of the yearsindicated below:

Year Percentage

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104.375%2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102.188%2016 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00%

In addition, the Issuer may on or prior to May 15, 2014, upon giving not less than 30 nor more than60 days’ notice to the holders of the notes (which notice will be irrevocable), at its option on one or moreoccasions redeem all or a portion of the notes (which includes Additional Notes, if any) at a redemption priceequal to the sum of:

(1) 100% of the principal amount thereof, plus

(2) accrued and unpaid interest, if any, to the redemption date, plus

(3) the Applicable Premium at the redemption date, subject to the right of holders of record on therelevant record date to receive interest due on any interest payment date occurring on or priorto the redemption date.

Mandatory Redemption

Neither the Issuer nor the Company is required to make mandatory redemption or sinking fund paymentswith respect to the notes.

168

Optional Tax Redemption

The Issuer may redeem the notes in whole, but not in part, at any time upon giving not less than 30 normore than 60 days’ notice to the holders of the notes (which notice will be irrevocable) at a redemption priceequal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixedfor redemption (a ‘‘Tax Redemption Date’’) (subject to the right of holders of record on the relevant record dateto receive interest due on the relevant interest payment date) and Additional Amounts, if any, then due and whichwill become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuer determinesthat, as a result of:

(1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgatedthereunder) of a Relevant Taxing Jurisdiction (as defined above) affecting taxation; or

(2) any change in position regarding the application, administration or interpretation of such laws,treaties, regulations or rulings (including a holding, judgment or order by a court of competentjurisdiction) (each of the foregoing in clauses (1) and (2), a ‘‘Change in Tax Law’’),

the Issuer, with respect to the notes or a Guarantor, with respect to a Guarantee, as the case may be, is,or on the next interest payment date in respect of the notes would be, required to pay more than deminimis Additional Amounts, and such obligation cannot be avoided by taking reasonable measuresavailable to it (including, for the avoidance of doubt, the appointment of a new Paying Agent inaccordance with the second paragraph under ‘‘Paying Agent and Registrar for the Notes’’ or, where suchpayment method would be reasonable under the circumstances, payment through another Guarantor orthe Issuer). In the case of a Guarantor, a successor of the Issuer or a successor of a Guarantor, theChange in Tax Law must become effective after the date that such entity first makes payment on thenotes. Notice of redemption for taxation reasons will be published in accordance with the proceduresdescribed under ‘‘—Selection and Notice.’’ Notwithstanding the foregoing, no such notice of redemptionwill be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged tomake such payment or withholding if a payment in respect of the notes or the relevant Guarantee werethen due and (b) unless at the time such notice is given, such obligation to pay such Additional Amountsremains in effect. Prior to the publication or mailing of any notice of redemption of the notes pursuant tothe foregoing, the Issuer will deliver to the trustee (a) an Officers’ Certificate stating that the Issuer isentitled to effect such redemption and setting forth a statement of facts showing that the conditionsprecedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counselreasonably satisfactory to the trustee to the effect that the circumstances referred to above exist.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchaseall or any part (equal to A50,000 or integral multiples of A1,000 in excess thereof) of that holder’s notes pursuantto a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Issuerwill offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notesrepurchased plus accrued and unpaid interest, if any, on the notes repurchased, to the date of purchase. Within30 days following any Change of Control, the Issuer will mail a notice to each holder describing the transaction ortransactions that constitute the Change of Control and offering to repurchase notes on the Change of ControlPayment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days fromthe date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice.The Issuer and the Company will comply with the requirements of Rule 14e-1 under the Exchange Act and anyother securities laws and regulations thereunder to the extent those laws and regulations are applicable inconnection with the repurchase of the notes and the related Guarantees as a result of a Change of Control. To theextent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of theindenture, the Issuer and the Company will comply with the applicable securities laws and regulations and will not

169

be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue ofsuch conflict.

170

On or prior to the Change of Control Payment Date, the Company will prepay the Funding Loan to theextent necessary to finance the repurchase by the Issuer of the notes tendered pursuant to the Change of ControlOffer.

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change ofControl Offer;

(2) deposit with the relevant Paying Agent an amount equal to the Change of Control Payment inrespect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the notes properly accepted together with anofficers’ certificate stating the aggregate principal amount of notes or portions of notes beingpurchased by the Issuer.

The relevant Paying Agent will promptly mail to each holder of notes properly tendered the Change ofControl Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred bybook entry) to each holder a new note equal in principal amount to any unpurchased portion of the notessurrendered, if any; provided that each new note will be in a principal amount of A50,000 or, if greater, an integralmultiple of A1,000.

The provisions described above that require the Issuer to make a Change of Control Offer following aChange of Control will be applicable whether or not any other provisions of the indenture are applicable. Exceptas described above with respect to a Change of Control, the indenture does not contain provisions that permit theholders of the notes to require the Issuer to repurchase or redeem the notes in the event of a takeover,recapitalization or similar transaction.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a thirdparty makes the Change of Control Offer in the manner, at the times and otherwise in compliance with therequirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchasesall notes properly tendered and not withdrawn under the Change of Control Offer. The Issuer also will not berequired to make a Change of Control Offer following a Change of Control if it has theretofore issued aredemption notice in respect of all of the notes in the manner and in accordance with the provisions describedunder ‘‘—Optional Redemption’’ and thereafter purchases all of the notes pursuant to such notice.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease,transfer, conveyance or other disposition of ‘‘all or substantially all’’ of the properties or assets of the Companyand its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting thephrase ‘‘substantially all,’’ there is no precise established definition of the phrase under applicable law. Accordingly,the ability of a holder of notes to require the Issuer to repurchase its notes as a result of a sale, lease, transfer,conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries takenas a whole to another Person or group may be uncertain. In addition, it should be noted that recent case lawsuggests that, in the event that incumbent directors are replaced as a result of a contested election, issuers maynevertheless avoid triggering a change of control under a clause similar to clause (4) of the definition of ‘‘Changeof Control,’’ if the outgoing directors were to approve the new directors for the purpose of such change of controlclause. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder ofnotes may require the Issuer to make an offer to repurchase the notes as described above.

Subject to the covenants described below, the Company could enter into certain transactions, includingacquisitions, refinancings or other recapitalizations which, though not constituting a Change of Control under theindenture, could increase the amount of outstanding debt or otherwise affect the Company’s capital structure orcredit ratings. In addition, we may not be able to finance the payments required for a Change of Control Offer.

171

See ‘‘Risk Factors—Risks relating to the offered notes and this offering—We may not be able to finance a changeof control offer.’’

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an AssetSale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at thetime of the Asset Sale at least equal to the Fair Market Value of the assets or Capital Stockissued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Company or such RestrictedSubsidiary is in the form of cash, other Cash Equivalents or Replacement Assets. For purposesof this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recentbalance sheet, of the Company or any Restricted Subsidiary (other than contingentliabilities and liabilities that are by their terms subordinated to the notes or anyGuarantee of the notes) that are assumed by the transferee of any such assets pursuantto a customary novation agreement that releases the Company or such RestrictedSubsidiary from further liability; and

(b) any securities, notes or other obligations received by the Company or any suchRestricted Subsidiary from such transferee that are converted by the Company or suchRestricted Subsidiary into cash within 180 days of the receipt thereof, to the extent ofthe cash received in that conversion.

Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may applythose Net Cash Proceeds, if any, at its option:

(1) to repay secured Indebtedness, Indebtedness of a Restricted Subsidiary that is not a Guarantoror Indebtedness incurred under Credit Facilities and, in each case, to correspondingly reducecommitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, anotherPermitted Business;

(3) to make a capital expenditure; or

(4) to acquire other long-term assets that are used or useful in a Permitted Business.

Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolvingcredit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the indenture.Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Subsidiaries will not berequired to apply any Net Cash Proceeds in accordance with this covenant except to the extent that the aggregateNet Cash Proceeds from all Asset Sales which is not applied in accordance with this covenant exceeds A10 million.

Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the precedingparagraph will constitute ‘‘Excess Proceeds.’’ When the aggregate amount of Excess Proceeds exceeds A10 million,the Issuer will make an Asset Sale Offer to all holders of notes, and the Company will make any required offer topurchase pari passu Indebtedness containing similar asset sale provisions, to purchase the maximum principalamount of notes and such pari passu Indebtedness that may be purchased out of the Excess Proceeds and the

172

Company will prepay the Funding Loan to the extent necessary to finance the repurchase of the notes by theIssuer. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaidinterest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation ofan Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by theindenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such AssetSale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passuIndebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer and, if applicable,purchase the amount of Excess Proceeds will be reset at zero.

The Issuer and the Company will comply with the requirements of Rule 14e-1 under the Exchange Actand any other securities laws and regulations thereunder to the extent those laws and regulations are applicable inconnection with each repurchase of notes and the related Guarantees pursuant to an Asset Sale Offer. To theextent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of theindenture, the Issuer and the Company will comply with the applicable securities laws and regulations and will notbe deemed to have breached their respective obligations under the Asset Sale provisions of the indenture by virtueof such conflict.

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemptionas follows:

(1) if the notes are listed on any national securities exchange, in compliance with the requirements,if any, of the principal national securities exchange on which the notes are listed as certificatedto the trustee by the Issuer; or

(2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or bysuch method as the trustee deems fair and appropriate.

No notes may be redeemed in part such that the remainder of the note is less that A50,000 in aggregateprincipal amount. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 daysbefore the redemption date to each holder of notes to be redeemed at its registered address, except thatredemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued inconnection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemptionmay not be conditional.

In addition, so long as the notes are listed on the Official List of the Luxembourg Stock Exchange andadmitted to trading on the Euro MTF Market and its rules so require, the Issuer will publish notices (includingwith respect to optional redemptions, repurchases at the option of the holders or the exchange offer) in a leadingnewspaper having general circulation in Luxembourg (currently expected to be the Luxemburger Wort) or thewebsite of the Luxembourg Stock Exchange (www.bourse.lu) and will inform the Luxembourg Stock Exchange ofthe outstanding principal amount of the notes then in issue.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state theportion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to theunredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of theoriginal note and will be collectible at the office of the Paying Agent. Notes called for redemption become due onthe date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions ofthem called for redemption.

173

Prescription

Claims against the Issuer, the Company or any Guarantor for the payment of principal of, or interest,premium, or Additional Amounts, if any, on the notes will become void unless presentation for payment is made asrequired in the indenture within a period of seven years, in the case of principal, or five years, in the case ofinterest, premium or Additional Amounts, if any, from the applicable original payment date therefor.

Certain Covenants

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of theCompany’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation,any payment in connection with any merger or consolidation involving the Company or any of itsRestricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of itsRestricted Subsidiaries’ Equity Interests in their capacity as such (other than (A) dividends ordistributions payable in Equity Interests (other than Disqualified Stock) of the Company,(B) dividends or distributions to the Company or a Restricted Subsidiary of the Company and(C) pro rata dividends or distributions made by a Subsidiary that is not a Wholly OwnedSubsidiary to minority stockholders (or owners of any equivalent interest in the case of aSubsidiary that is an entity other than a corporation);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, inconnection with any merger or consolidation involving the Company) any Equity Interests of theCompany or any Parent Company;

(3) (x) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquireor retire for value any Indebtedness that is subordinated to the notes, the Guarantees of thenotes, or the Funding Loan, except a payment of interest or principal at the Stated Maturitythereof or (y) make any payment in respect of any Indebtedness of any of its Affiliates otherthan the Company or a Restricted Subsidiary; or

(4) make any Restricted Investment (all such payments and other actions set forth in theseclauses (1) through (4) being collectively referred to as ‘‘Restricted Payments’’),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequenceof such Restricted Payment; and

(2) the Company would, after giving pro forma effect to such Restricted Payment (including theapplication thereof) as if such Restricted Payment had been made at the beginning of theapplicable four-quarter period, have been permitted to incur at least A1.00 of additionalIndebtedness (other than Permitted Debt) pursuant to the Fixed Charge Coverage Ratio test setforth in the first paragraph of the covenant described below under the caption ‘‘—CertainCovenants—Incurrence of Indebtedness and Issuance of Preferred Stock and DisqualifiedStock;’’ and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Paymentsmade by the Company and its Restricted Subsidiaries after the date of the indenture (excluding

174

Restricted Payments permitted by clauses (2), (3), (4), (6) of the next succeeding paragraph), isless than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the period taken as oneaccounting period from the first day of the first fiscal quarter commencing after theIssue Date to the end of the Company’s most recently ended fiscal quarter for whichinternal financial statements are available at the time of such Restricted Payment or, ifsuch aggregate Consolidated Net Income for such period is a deficit, less 100% of suchdeficit, plus

(b) 100% of the aggregate net cash proceeds received by the Company since the Issue Dateas a contribution to its common equity capital or from the issue or sale of EquityInterests of the Company (other than Disqualified Stock) or from the issue or sale ofconvertible or exchangeable Disqualified Stock or convertible or exchangeable debtsecurities of the Company that have been converted into or exchanged for such EquityInterests (other than Equity Interests (or Disqualified Stock or debt securities) sold to aSubsidiary of the Company), plus

(c) 100% of any dividends or distributions (including payments made in respect of loans oradvances) received by the Company or a Restricted Subsidiary of the Company afterthe Issue Date from an Unrestricted Subsidiary of the Company or a Permitted JointVenture, to the extent that such dividends or distributions were not otherwise includedin Consolidated Net Income of the Company for such period (and provided that suchdividends or distributions are not included in the calculation of that amount ofPermitted Investments permitted under clause (12) of the definition thereof), plus

(d) to the extent that any Unrestricted Subsidiary of the Company is redesignated as aRestricted Subsidiary after the Issue Date, the lesser of (i) the Fair Market Value of theCompany’s Investment in such Subsidiary as of the date of such redesignation or(ii) the Fair Market Value of such Subsidiary as of the date on which such Subsidiarywas originally designated as an Unrestricted Subsidiary, plus

(e) to the extent that any Restricted Investment that was made after the Issue Date is soldfor cash or otherwise liquidated or repaid for cash or Cash Equivalents (including,without limitation, any sale for cash or other Cash Equivalents of an Equity Interest inan Unrestricted Subsidiary), the lesser of (i) the cash return of capital with respect tosuch Restricted Investment (less the cost of disposition, if any) and (ii) the initialamount of such Restricted Investment.

The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration of the dividend, if atthe date of declaration the dividend payment would have complied with the provisions of theindenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinatedIndebtedness of the Company or any Restricted Subsidiary or of any Equity Interests of theCompany by conversion into (in the case of subordinated Indebtedness) or in exchange for, orout of the Net Cash Proceeds of the substantially concurrent sale (other than to a Subsidiary ofthe Company) of, Equity Interests of the Company (other than Disqualified Stock); provided thatthe amount of any such Net Cash Proceeds that are utilized for any such redemption,repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) ofthe preceding paragraph;

175

(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of theCompany or any Guarantor with the Net Cash Proceeds from an incurrence of PermittedRefinancing Indebtedness;

(4) Any Restricted Payment made by exchange for, or out of the proceeds of the substantiallycurrent sale of, Equity Interests of the Company (other than Disqualified Stock) or asubstantially concurrent cash capital contribution received by the Company from its shareholders;provided, however, that the Net Cash Proceeds from such sale or cash capital contribution shallbe excluded from clause (3)(b) of the preceding paragraph;

(5) the repurchase, redemption or other acquisition for value of Equity Interests of any non-WhollyOwned Restricted Subsidiary of the Company if, as a result of such purchase, redemption orother acquisition, the Company increases its percentage ownership, directly or indirectly throughits Restricted Subsidiaries, of such non-Wholly Owned Restricted Subsidiary;

(6) the repurchase, redemption or other acquisition for value of Equity Interests of the Company orits Restricted Subsidiaries representing fractional shares of such Equity Interests in connectionwith a merger, consolidation, amalgamation or other combination of the Company or any suchRestricted Subsidiary;

(7) following the first Public Offering of the Company’s ordinary shares or the ordinary shares ofany Parent Company, the payment by the Company of, or loans or advances, dividends ordistributions to any Parent Company to pay dividends on the ordinary shares of the Company orany Parent Company, in an amount not to exceed in any fiscal year the greater of (A) anamount equal to the greater of (x) 7% of the Market Capitalization and (y) 7% of the IPOMarket Capitalization, provided, in each case, that the aggregate of such payments shall notexceed the amount of the net cash proceeds received by the Company in any Public Offering orcontributed in cash to the Company’s ordinary shares with the net cash proceeds of any suchPublic Offering and provided further, in each case, that after giving pro forma effect to thepayment of such amount the Leverage Ratio shall be no greater than 4.00 to 1.00 and (B) 6%per annum of the net cash proceeds received by the Company in any Public Offering orcontributed in cash to the Company’s ordinary shares with the net cash proceeds of any suchPublic Offerings by any Parent Company;

(8) loans or advances made to employees, officers or directors (not including the Principal or anyRelated Party) in amounts not exceeding A2 million at any time outstanding;

(9) other Restricted Payments made after the date of the indenture in an amount (measured on thedate each such Restricted Payment was made and without giving effect to subsequent changes invalue) when taken together with all other Restricted Payments made pursuant to this clause(9) not to exceed A25 million, (provided that if an Investment is made pursuant to this clause ina Person that is not a Restricted Subsidiary and such Person is subsequently designated aRestricted Subsidiary, such Investment shall thereafter be deemed to have been made pursuantto clause (3) of the definition of ‘‘Permitted Investments’’ and not this clause),

provided, however, that after giving effect to any Restricted Payment referred to in clauses (5), (7), (8) or (9) ofthis paragraph, no Default or Event of Default shall have occurred and be continuing or would occur as aconsequence thereof.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of theRestricted Payment of the assets or securities proposed to be transferred or issued by the Company or suchRestricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assetsor securities that are required to be valued by this covenant will be determined by the Board of Directors of the

176

Company whose resolution with respect thereto will be delivered to the trustee. The Board of Directors’determination must be based upon an opinion or appraisal issued by an independent national or internationalaccounting, appraisal or investment banking firm if the Fair Market Value exceeds A10 million, except in respect ofa Restricted Investment in Persons other than a Related Party, in which case no such opinion or appraisal isrequired unless the Fair Market Value exceeds A20 million. In the event of any sale of Equity Interests in aRestricted Subsidiary as a result of which such Restricted Subsidiary is no longer a Restricted Subsidiary, theCompany shall be deemed to have made a Restricted Investment equal to the Fair Market Value of any remainingInvestment in such Restricted Subsidiary, or will by such Fair Market Value reduce the amount available for futureInvestments under one or more clauses of the definition of Permitted Investments, as the Company shalldetermine.

Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise,with respect to (collectively, ‘‘incur’’) any Indebtedness (including Acquired Debt), and the Company will not issueany Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock;provided, however, that the Company, the Guarantors and any Financing Subsidiary may incur Indebtedness, theCompany or any Guarantor may incur Acquired Debt and the Company may issue Disqualified Stock and anyGuarantor may issue shares of preferred stock, if the Fixed Charge Coverage Ratio for the Company’s mostrecently ended four full fiscal quarters for which internal financial statements are available immediately precedingthe date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issuedwould have been at least 2.5 to 1, determined on a pro forma basis (including a pro forma application of the netproceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had beenissued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence by the Company or its RestrictedSubsidiaries of any of the following items of Indebtedness (collectively, ‘‘Permitted Debt’’):

(1) the incurrence by the Company and any Restricted Subsidiary (other than any FinancingSubsidiary) of additional Indebtedness and letters of credit under Credit Facilities in anaggregate principal amount at any one time outstanding under this clause (1) not to exceedA100 million less the aggregate amount of all commitment reductions with respect to anyrevolving credit borrowings under a Credit Facility that have been made pursuant to clause(1) of the second paragraph of the covenant entitled ‘‘—Repurchase at the Option of theHolders—Asset Sales’’ by the Company or any of its Restricted Subsidiaries since the date of theindenture;

(2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence (a) by the Issuer of Indebtedness represented by the notes to be issued hereby(but not including any Additional Notes), (b) by the Company, the Subsidiary Guarantors andany future Guarantors of Indebtedness represented by a Guarantee of the notes (includingAdditional Notes incurred in compliance with the indenture), and (c) by the Company ofIndebtedness represented by the Funding Loan;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness representedby Capital Lease Obligations, mortgage financings, sale and leaseback transactions or purchasemoney obligations, in each case, incurred for the purpose of financing all or any part of thepurchase price or cost of construction or improvement of property, plant or equipment used inthe business of the Company or such Restricted Subsidiary, in an aggregate principal amount,including all Permitted Refinancing Indebtedness incurred under clause (5) hereof to refund,

177

refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceedA25 million at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted RefinancingIndebtedness in exchange for, or the net proceeds of which are used to refund, refinance orreplace Indebtedness (other than intercompany Indebtedness) that was permitted by theindenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4) or(5) of this paragraph;

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompanyIndebtedness between or among the Company and any of its Restricted Subsidiaries; provided,however, that:

(a) if the Company or any other Guarantor is the obligor on such Indebtedness (other thanIndebtedness owed to any Financing Subsidiary in respect of Indebtedness issued bysuch Financing Subsidiary and borrowed by the Company or another Guarantor) andthe creditor is not a Guarantor, such Indebtedness must be unsecured and expresslysubordinated to the prior payment in full in cash of all Obligations with respect, in anybankruptcy, insolvency or winding up of such obligor, to its Guarantee of the notes and,in the case of the Company, its obligations under the Funding Loan, as applicable, and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any suchIndebtedness being held by a Person other than the Company or a RestrictedSubsidiary of the Company and (ii) any sale or other transfer of any such Indebtednessto a Person that is not either the Company or a Restricted Subsidiary of the Companywill be deemed, in each case, to constitute an incurrence of such Indebtedness by theCompany or such Restricted Subsidiary, as the case may be, that was not permitted bythis clause (6);

(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations thatare incurred for the purpose of fixing or hedging interest rate risk or currency risk (i) withrespect to any floating rate or non-euro denominated Indebtedness that is permitted by theterms of the indenture to be outstanding or (ii) for non-speculative purposes in the ordinarycourse of business;

(8) the guarantee by the Company or any of the other Guarantors (subject to compliance with thecovenant ‘‘—Certain Covenants—Additional Guarantees’’) of Indebtedness of the Company or aRestricted Subsidiary of the Company (including any Financing Subsidiary) that was permitted tobe incurred by another provision of this covenant;

(9) the incurrence by the Company or any Restricted Subsidiary (other than any FinancingSubsidiary) of Indebtedness in connection with one or more standby letters of credit orperformance bonds issued by the Company or a Restricted Subsidiary (other than any FinancingSubsidiary) in the ordinary course of business or pursuant to self-insurance obligations and, ineach case, not in connection with the borrowing of money or the obtaining of advances or credit;

(10) the incurrence by the Company or any Restricted Subsidiary (other than any FinancingSubsidiary) of Indebtedness arising from agreements providing for indemnification or adjustmentof purchase price or from guarantees or letters of credit securing any Obligations of theCompany or any Restricted Subsidiary (other than any Financing Subsidiary) pursuant to suchagreements, incurred in connection with the sale or other disposition of any business, assets orRestricted Subsidiary of the Company, other than guarantees or similar credit support by theCompany or any Restricted Subsidiary of Indebtedness incurred by any Person acquiring such

178

business, assets or subsidiary, provided that the maximum Indebtedness permitted by thisclause (10) in respect of any such sale or other disposition of any business, assets or subsidiaryshall not exceed the Net Cash Proceeds from such sale or other disposition;

(11) the incurrence by the Company or any Restricted Subsidiary (other than any FinancingSubsidiary) of Indebtedness arising from guarantees to suppliers, lessors, licensees, contractors,franchisees or customers who are not, in each case, Affiliates, and incurred in the ordinarycourse of business;

(12) the incurrence by the Company or any Restricted Subsidiary (other than any FinancingSubsidiary) of Indebtedness in respect of any obligations under workers’ compensation laws andsimilar legislation;

(13) the incurrence by the Company and/or other Guarantors of Indebtedness owed to a FinancingSubsidiary in respect of Indebtedness issued by such Financing Subsidiary and of guarantees ofsuch Indebtedness; provided that the Company would have been permitted to incur suchIndebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraphof this covenant;

(14) the incurrence by the Company or any Restricted Subsidiary of guarantees of the Indebtednessof Permitted Joint Ventures in an amount not to exceed A50 million;

(15) Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by theCompany or any Restricted Subsidiary of the Company or merged, consolidated, amalgamated orotherwise combined with (including pursuant to any acquisition of assets and assumption ofrelated liabilities) the Company or a Restricted Subsidiary of the Company in accordance withthe terms of the indenture; provided that such Indebtedness, Disqualified Stock or preferredstock are not incurred or issued in connection with such acquisition, merger, consolidation,amalgamation or other combination, and, after giving effect to such acquisition, merger,consolidation, amalgamation or other combination, either:

(a) the Company or such Restricted Subsidiary would be permitted to incur at least A1.00of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forthin the first sentence, of this covenant; or

(b) the Fixed Charge Coverage Ratio of the Company is no less than immediately prior tosuch acquisition, merger, consolidation, amalgamation or other combination; and

(16) the incurrence by the Company or any Restricted Subsidiary of additional Indebtedness(including Acquired Debt) in an aggregate principal amount (or accreted value, as applicable) atany time outstanding, including all Permitted Refinancing Indebtedness incurred to refund,refinance or replace any Indebtedness incurred pursuant to this clause (16), not to exceedA75 million.

To the extent any Restricted Subsidiary that is not a Guarantor is a joint obligor with respect to anyIndebtedness, the entire amount of such Indebtedness shall be considered Indebtedness of a Restricted Subsidiarythat is not a Guarantor for purposes of this covenant. The Issuer, the Company, and the Subsidiary Guarantorswill not incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of paymentto any other Indebtedness of the Issuer, the Company, or such Subsidiary Guarantor, as applicable, unless suchIndebtedness is also contractually subordinated in right of payment to the notes (in the case of the Issuer), itsGuarantee of the notes (in the case of the Company or any Subsidiary Guarantor) and the Funding Loan (in thecase of the Company) on substantially identical terms; provided, however, that no Indebtedness of the Company, orany Subsidiary Guarantor will be deemed to be contractually subordinated in right of payment to any other

179

Indebtedness of the Company, any Subsidiary Guarantor or a Restricted Subsidiary of the Company solely byvirtue of being unsecured.

The accrual of interest, the accretion or amortization of original issue discount, the payment of intereston any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends onDisqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed tobe an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, ineach such case, that the amount thereof is included in Consolidated Interest Expense of the Company as accruedor paid in accordance with the definition of such term.

The incurrence by an Unrestricted Subsidiary of the Company of Non-Recourse Debt will not be deemedto be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided,however, that if any such Indebtedness ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, suchIndebtedness shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of theCompany that was not permitted by this covenant.

For purposes of determining compliance with this covenant, in the event that an item of proposedIndebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses(1) through (16) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Companywill be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or aportion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under CreditFacilities outstanding on the date on which notes are first issued and authenticated under the indenture (otherthan debt refinanced thereby) will be deemed to have been incurred on such date in reliance on the exceptionprovided by clause (4) of the second paragraph of the covenant entitled ‘‘—Certain Covenants—Incurrence ofIndebtedness and Issuance of Preferred Stock and Disqualified Stock.’’

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) upon any of its assets orproperty (including Capital Stock of Restricted Subsidiaries), whether owned on the date of the indenture oracquired after that date, which Lien is securing any Indebtedness, unless contemporaneously with the incurrence ofsuch Lien effective provision is made to secure the Indebtedness due under the indenture and the notes equallyand ratably with (or senior in priority to with respect to subordinated obligations) the Indebtedness secured bysuch Lien for so long as such Indebtedness is secured.

Dividend and Other Payment Restrictions Affecting Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,create or permit to exist or become effective any consensual encumbrance or restriction on the ability of anyRestricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of itsRestricted Subsidiaries, or with respect to any other interest or participation in, or measured by,its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

180

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or byreason of:

(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of theindenture and any amendments, modifications, restatements, renewals, increases, supplements,refundings, replacements or refinancings of those agreements; provided that the amendments,modifications, restatements, renewals, increases, supplements, refundings, replacement orrefinancings are no more restrictive, taken as a whole, with respect to such dividend and otherpayment restrictions than those contained in those agreements on the date of the indenture;

(2) (i) the indenture, the notes and the Guarantees of the notes and (ii) any notes and guarantees inconnection with the subsequent issuance of debt securities by any Financing Subsidiary inaccordance with and on terms no less onerous than the indenture;

(3) applicable law or regulation or the terms of any license, authorization, concession or permit toengage in a Permitted Business;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Companyor any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to theextent such Indebtedness or Capital Stock was incurred in connection with or in contemplationof such acquisition), which encumbrance or restriction is not applicable to any Person, or theproperties or assets of any Person, other than the Person, or the property or assets of thePerson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permittedby the terms of the indenture to be incurred;

(5) customary non-assignment provisions in leases entered into in the ordinary course of businessand consistent with past practices;

(6) purchase money obligations for property acquired in the ordinary course of business that imposerestrictions on that property of the nature described in clause (4) of the second paragraph of thecovenant entitled ‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance of PreferredStock and Disqualified Stock;’’

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restrictsdistributions by that Restricted Subsidiary pending its sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreementsgoverning such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole,than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of thecovenant entitled ‘‘—Certain Covenants—Liens’’ that limit the right of the debtor to dispose ofthe assets subject to such Liens;

(10) customary provisions in joint venture agreements, asset sale agreements, stock sale agreementsand other similar agreements;

(11) provisions that restrict in a customary manner the subletting, assignment or transfer of anyproperty or asset that is subject to a lease, license or other contract entered into in the ordinarycourse of business; and

(12) restrictions on cash or other deposits or net worth imposed by customers under contractsentered into in the ordinary course of business.

181

Merger, Consolidation or Sale of Assets

The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person(whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise disposeof all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as awhole, in one or more related transactions, to another Person; unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or survivingany such consolidation or merger (if other than the Company) or to which such sale, assignment,transfer, conveyance or other disposition has been made (the ‘‘Surviving Entity’’) is a corporationorganized or existing under the laws of (i) Spain, (ii) any other member of the European Unionthat has adopted the euro as its national currency, (iii) the United Kingdom or (iv) the UnitedStates, any state of the United States or the District of Columbia;

(2) the Surviving Entity (if other than the Company) assumes all the obligations of the Companyunder its Guarantee of the notes, the Funding Loan, the indenture, the Security Documents, theIntercreditor Agreement and any Additional Intercreditor Agreement, pursuant to agreementssatisfactory to the trustee;

(3) immediately after giving effect to such transaction no Default or Event of Default exists orwould exist; and

(4) the Company or the Surviving Entity, as the case may be, will:

(a) on the date of such transaction after giving pro forma effect thereto and any relatedfinancing transactions as if the same had occurred at the beginning of the applicablefour-quarter period, either (i) be permitted to incur at least A1.00 of additionalIndebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the firstparagraph of the covenant entitled ‘‘—Certain Covenants—Incurrence of Indebtednessand Issuance of Preferred Stock and Disqualified Stock’’ or (ii) the Fixed ChargeCoverage Ratio of the Company (or, if applicable, the Surviving Entity) would equal orexceed the Fixed Charge Coverage Ratio of the Company immediately prior to givingeffect to such transaction; and

(b) have delivered to the trustee a written instrument in form satisfactory to the trusteeconfirming the Guarantee of the notes by the Company.

In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties orassets, in one or more related transactions, to any other Person. This ‘‘—Merger, Consolidation or Sale of Assets’’covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or amongthe Company and any of the Guarantors. Notwithstanding clause (4)(a) of the foregoing, the Company or anyGuarantor may merge with an Affiliate solely for the purpose of reincorporating the Company or such Guarantorin another jurisdiction to realize tax or other benefits.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, orsell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets

182

from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance orguarantee with, or for the benefit of, any Affiliate (each, an ‘‘Affiliate Transaction’’), unless:

(1) the Affiliate Transaction is on terms no less favorable to the Company or the relevant RestrictedSubsidiary than those that would have been obtained in a comparable transaction by theCompany or such Restricted Subsidiary with an unrelated Person; and

(2) the Company delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactionsinvolving aggregate consideration in excess of A6 million, a resolution of the Board ofDirectors of the Company set forth in an officers’ certificate certifying that suchAffiliate Transaction complies with this covenant and that such Affiliate Transaction hasbeen approved by a majority of the Qualified Directors or the sole Qualified Director;and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactionsinvolving aggregate consideration in excess of A12 million, or, if there is no QualifiedDirector, in excess of A6 million, an opinion that such transaction or series oftransactions is fair to the holders from a financial point of view, or is not less favorablethan could reasonably be expected to be obtained at the time in an arm’s lengthtransaction with a Person who was not an Affiliate of the Company, which opinion shallbe issued by an independent accounting, appraisal or investment banking firm ofinternational or national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject tothe provisions of the prior paragraph:

(a) transactions between or among (i) the Company and/or (ii) its Restricted Subsidiaries;

(b) transactions with a Person (including any joint venture or equity investee) that is an Affiliate ofthe Company or a Restricted Subsidiary solely because the Company or a Restricted Subsidiaryowns an Equity Interest in such Person;

(c) payment of reasonable directors fees to Persons who are not otherwise Affiliates of theCompany and payments of benefits and salaries to employees in the ordinary course of business;

(d) issuances or sales of Equity Interests of the Company (other than Disqualified Stock) toAffiliates of the Company;

(e) sales of gaming machines by the Company or a Restricted Subsidiary to Affiliates on terms(including, without limitation, the rate of discount) reflecting current market conditions, that areno less favorable, when taken as a whole, to the Company or such Restricted Subsidiary, asapplicable, than those available from the Company or such Restricted Subsidiary to third parties;

(f) payments pursuant to real estate leases entered into in the ordinary course of business and onreasonable arms-length terms, not exceeding A8 million per annum in the aggregate;

(g) Restricted Payments that are permitted by the provisions of the indenture described above underthe caption ‘‘—Certain Covenants—Restricted Payments’’ (other than Permitted Investmentsdescribed in clauses (4), (6) and (12) of the definition of ‘‘Permitted Investments’’); and

183

(h) performance of any agreement of the Company or a Restricted Subsidiary as in effect on theIssue Date and disclosed in the listing circular relating to the Initial Notes under ‘‘CertainRelationships and Related Party Transactions’’ and any amendment after the Issue Date (so longas such amendment is not disadvantageous to the holders of the notes in any material respect)to any such agreement (except as covered by clause (f) hereof).

Sale and Leaseback Transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale andleaseback transaction; provided that the Company or any Restricted Subsidiary (other than a Financing Subsidiary)may enter into a sale and leaseback transaction if:

(1) the Company or such Restricted Subsidiary (as the case may be) could have (a) (i) incurredIndebtedness in an amount equal to the Attributable Debt relating to such sale and leasebacktransaction under the caption ‘‘—Certain Covenants—Incurrence of Indebtedness and Issuanceof Preferred Stock and Disqualified Stock’’ and (b) incurred a Lien to secure such Indebtednesspursuant to the covenant entitled ‘‘—Certain Covenants—Liens;’’

(2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the FairMarket Value of the property that is the subject of that sale and leaseback transaction; and

(3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Companyapplies the proceeds of such transaction in compliance with, the covenant described above underthe caption ‘‘—Repurchase at the Option of Holders—Asset Sales.’’

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell,lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person(other than the Company or a Restricted Subsidiary of the Company or as permitted under ‘‘—CertainCovenants—Liens’’), unless:

(1) after giving effect to such transfer, conveyance, sale, lease or other disposition:

(a) such Restricted Subsidiary would remain a Restricted Subsidiary; or

(b) such transaction would be permitted by the covenant described above under ‘‘—CertainCovenants—Restricted Payments,’’ and

(2) the Net Cash Proceeds from such transfer, conveyance, sale, lease or other disposition areapplied in accordance with the covenant described above under the caption ‘‘—Repurchase atthe Option of Holders—Asset Sales.’’

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the Company or, if required by applicable law, the shareholders of theCompany may designate any Restricted Subsidiary (except any Financing Subsidiary) to be an UnrestrictedSubsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an UnrestrictedSubsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and itsRestricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time ofsuch designation and will either reduce the amount available for Restricted Payments under the first paragraph ofthe covenant entitled ‘‘—Certain Covenants—Restricted Payments’’ or reduce the amount available for futureInvestments under one or more clauses of the definition of Permitted Investments, as the Company shall

184

determine. That designation will only be permitted if such Investment would be permitted at that time and if suchRestricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of theCompany or, if required by applicable law, the shareholders of the Company may redesignate any UnrestrictedSubsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Additional Guarantees

The Company shall cause any Restricted Subsidiary that after the date of the indenture is or becomes aMaterial Subsidiary (except for any Restricted Subsidiary which was a Material Subsidiary at the date of theindenture but was not an initial Subsidiary Guarantor, any Restricted Subsidiary that is already a Guarantor, or anyRestricted Subsidiary as to which the Company and its Restricted Subsidiaries do not own, directly or indirectly,greater than 90% of the Capital Stock) to execute and deliver a supplemental indenture providing for theGuarantee of the notes by such Restricted Subsidiary on the same terms as the Guarantees granted by the otherSubsidiary Guarantees hereunder.

For so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and admittedto trading on the Euro MTF Market and the rules of this exchange so require, the Issuer will publish a notice ofsuch additional guarantees in a newspaper having a general circulation in Luxembourg (currently expected to bethe Luxemburger Wort) or the website of the Luxembourg Stock Exchange (www.bourse.lu).

The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee thepayment of any other Credit Facilities or other Public Debt of the Issuer or any Guarantor unless such incurrenceis permitted by the covenant entitled ‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance of PreferredStock and Disqualified Stock,’’ and such Restricted Subsidiary (if not already a Guarantor) simultaneously executesand delivers a supplemental indenture and supplemental intercreditor agreement pursuant to which such RestrictedSubsidiary will guarantee payment of the notes on the same terms and conditions as those set forth in theindenture, the Intercreditor Agreement and any Additional Intercreditor Agreement and which Guarantee of thenotes will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Credit Facilities orother Public Debt; provided that no such additional Guarantee of the notes need be provided in respect of CreditFacilities or other Public Debt of the Issuer or any Guarantor (i) that does not exceed A5 million, in the aggregatewith all other Credit Facilities or other Public Debt described under this clause (i), (ii) if the guarantee of suchIndebtedness is pursuant to a regulatory requirement and such Credit Facilities or other Public Debt is owed to aregulatory body, or (iii) if such Credit Facilities or other Public Debt is guaranteed by such Restricted Subsidiaryon the Issue Date and such Restricted Subsidiary is not a Guarantor.

The Company shall not be obligated to cause such Restricted Subsidiary to guarantee the notes pursuantto any of the first three paragraphs of this caption ‘‘—Additional Guarantees’’ to the extent that such Guaranteecould reasonably be expected to give rise to or result in: (1) any violation of applicable law that cannot be avoidedor otherwise prevented through measures reasonably available to the Company or such Restricted Subsidiary; or(2) any liability for the officers, directors or shareholders of such Restricted Subsidiary.

The Company shall not be obligated to cause such Restricted Subsidiary to guarantee the notes pursuantto either the first or the third paragraph of this caption ‘‘—Additional Guarantees’’ to the extent that suchGuarantee could reasonably be expected to give rise to or result in: (1) any cost, expense, liability or obligation(including any Tax) other than reasonable out of pocket expenses and other than reasonable governmental orregulatory filing fees; or (2) a requirement under applicable law, rule or regulation to obtain or prepare financialstatements or financial information of such Person to be included in any required filing with a legal or regulatoryauthority that the Company is not able to obtain or prepare without unreasonable expense.

Notwithstanding the preceding paragraphs of this covenant, any Guarantee of the notes by a RestrictedSubsidiary will provide by its terms that it will be automatically and unconditionally released and discharged when(i) the Indebtedness that gave rise to the obligation to guarantee the notes is discharged, (ii) in the case of anyGuarantee granted as contemplated under the third paragraph of this caption ‘‘—Additional Guarantees’’ as a

185

result of a Restricted Subsidiary guaranteeing other Credit Facilities or Public Debt, when such other Indebtednessis released and discharged, or (iii) otherwise under the circumstances described above under the caption ‘‘—BriefDescription of the Notes, the Funding Loan, the Guarantees of the Notes and the Intercreditor Agreement—TheGuarantees of the Notes.’’ The form of the Guarantee of the notes will be attached as an exhibit to the indenture.

Impairment of Security Interest

The Company will not, and will not permit any Restricted Subsidiary to, take or omit to take any actionthat would have the result of materially impairing the security interest with respect to the Security (it beingunderstood that the granting, and any releasing and retaking of Security to secure Indebtedness as permitted in theSecurity Documents, the Intercreditor Agreement and the indenture, shall under no circumstances be deemed tomaterially impair the security interest with respect to the Security) and the Company will not, and will not permitany Restricted Subsidiary to, grant to any Person other than the trustee and the Security Trustee for the benefit ofthe holders of the notes, any interest whatsoever in any Security, except as permitted in the Security Documents,the Intercreditor Agreement, any Additional Intercreditor Agreement and under ‘‘—Certain Covenants—Liens.’’

Further Assurances

The Issuer, the Company and the Restricted Subsidiaries will execute any and all further documents,financing statements, agreements and instruments, and take all further action that may be required underapplicable law, in order to grant, preserve, protect and perfect the validity and priority of the security interestcreated or intended to be created by the Security Documents in the Security.

Payments for Consent

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause tobe paid any consideration to or for the benefit of any holder for or as an inducement to any consent, waiver oramendment of any of the terms or provisions of the indenture, the notes, the Security Documents, theIntercreditor Agreement or any Additional Intercreditor Agreement unless such consideration is offered to be paidand is paid to all holders that consent, waive or agree to amend in the time frame set forth in the solicitationdocuments relating to such consent, waiver or agreement.

Business Activities

The Company will not, and will not permit any Restricted Subsidiary (other than any FinancingSubsidiary) to, engage in any business other than Permitted Businesses, except to such extent as would not bematerial to the Company and its Restricted Subsidiaries taken as a whole.

The Issuer

The Issuer will not engage in any business activity or undertake any other activity, except any activity(a) relating to the offering, sale or issuance of the notes, other Public Debt and Hedging Obligations or theincurrence of Indebtedness by the Issuer represented by the notes, other Public Debt and Hedging Obligations,(b) undertaken with the purpose of, and directly related to, fulfilling its obligations under the notes or theindenture, other Public Debt and Hedging Obligations (including the lending of the proceeds from the notes orother Public Debt to the Company or another Guarantor pursuant to a Funding Loan or similar loan or loans andgranting Liens in respect of such loans to secure Indebtedness), or (c) directly related to the establishment andmaintenance of the Issuer’s corporate existence or (d) reasonably related to the foregoing. The Issuer shall not(a) incur any Indebtedness (except to the Company or a Wholly Owned Restricted Subsidiary of the Company)other than the notes, other Public Debt and Hedging Obligations, or (b) issue any Capital Stock (other than to theCompany or a Wholly Owned Restricted Subsidiary of the Company), or (c) undertake any transaction that willrequire the Issuer to register as an ‘‘investment company’’ or an entity ‘‘controlled by an investment company’’ asdefined in the U.S. Investment Company Act of 1940, as amended and the rules and regulations thereunder.

186

The Issuer and the Company will not, and will not permit any Restricted Subsidiary or any other Personthat is an obligor under the Funding Loan, to (i) sell, dispose, encumber, prepay, repay, repurchase, redeem orotherwise acquire, reduce or retire any amounts outstanding under the Funding Loan except in connection with aredemption of outstanding notes in a manner permitted by the indenture, or (ii) amend, modify, supplement orwaive any rights under the Funding Loan in a manner that would adversely affect the rights of the Issuer or itscreditors with respect to the Funding Loan.

Suspension of Certain Covenants when Notes Rated Investment Grade

If on any date following the Issue Date, (1) the notes are rated (a) Baa3 or better by Moody’s and(b) BBB� or better by S&P (or, if either Moody’s or S&P ceases to rate the notes for reasons outside of thecontrol of the Issuer or the Company, the equivalent investment grade credit rating from Fitch or, in the absenceof such, any other ‘‘nationally recognized statistical rating organization’’ within the meaning ofRule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or the Company as a replacement agencyso that the notes are so rated by at least two such credit rating agencies); and (2) no Default or Event of Defaultshall have occurred and be continuing, then, beginning on that day and subject to the provisions of the followingparagraph, the covenants specifically listed under the following captions in this listing circular will be suspendedand, in each case, any related default provision of the indenture will cease to be effective and will not beapplicable to the Company and its Restricted Subsidiaries:

(1) ‘‘—Repurchase at the Option of Holders—Asset Sales;’’

(2) ‘‘—Certain Covenants—Restricted Payments;’’

(3) ‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock andDisqualified Stock;’’

(4) ‘‘—Certain Covenants—Dividend and Other Payment Restrictions Affecting Subsidiaries;’’

(5) clause (4) of the covenant described under the caption ‘‘—Certain Covenants—Merger,Consolidation or Sale of Assets;’’

(6) ‘‘—Certain Covenants—Transactions with Affiliates;’’

(7) clauses (1)(a) and (3) of the covenant described under the caption ‘‘—Certain Covenants—Saleand Leaseback Transactions;’’

(8) ‘‘—Certain Covenants—Limitation on Issuances and Sales of Equity Interests in RestrictedSubsidiaries;’’ and

(9) ‘‘—Certain Covenants—Additional Guarantees.’’

During any period that the foregoing covenants have been suspended, the Company’s Board of Directorsmay not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant described belowunder the caption ‘‘—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries’’ or the secondparagraph of the definition of ‘‘Unrestricted Subsidiary.’’

Notwithstanding the foregoing, if the rating assigned by any such rating agency should subsequentlydecline to below Baa3 or BBB�, as applicable, the foregoing covenants will be reinstituted as of and from thedate of such rating decline. Such covenants will not, however, be of any effect with respect to actions properlytaken during the period of suspension. Calculations under the reinstated ‘‘Restricted Payments’’ covenant will bemade as if the ‘‘Restricted Payments’’ covenant had been in effect since the Issue Date except that no default willbe deemed to have occurred by reason of a Restricted Payment made while that covenant was suspended. On the

187

rating decline date, all Indebtedness incurred during the suspension period will be classified, at the Issuer’s option,as having been incurred pursuant to the first paragraph of the covenant described under the caption ‘‘—CertainCovenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock’’ or one or moreof the clauses set forth in the second paragraph of such covenant (to the extent such Indebtedness would bepermitted to be incurred thereunder as of the rating decline date and after giving effect to Indebtedness incurredprior to the suspension period and outstanding on the rating decline date). To the extent that such Indebtednesswould be so permitted to be incurred under the first two paragraphs of the covenant described under ‘‘—CertainCovenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock,’’ suchIndebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified under clause (2) ofthe second paragraph of the covenant described under ‘‘—Certain Covenants—Incurrence of Indebtedness andIssuance of Preferred Stock and Disqualified Stock.’’

Reports

The Company will (x) make available to the investor website service maintained by Bloomberg L.P. (or ifsuch service website is no longer maintained or accessible for these purposes, a similar service) or (y) post on itswebsite, and in either case provide the trustee and holders the following reports:

(1) within 120 days after the end of the Company’s fiscal year, annual reports containing a level ofdetail that is comparable in all material respects to the listing circular relating to the InitialNotes and the following information: (a) audited consolidated balance sheets of the Company asof the end of the two most recent fiscal years and audited consolidated income statements andcash flow of the Company for the three most recent fiscal years, including appropriate footnotesto such financial statements, and the report of the independent auditors on the financialstatements; (b) pro forma income statement and balance sheet information, together withsummary explanatory footnotes, for any material acquisitions, dispositions or recapitalizationsthat have occurred since the beginning of the most recently completed fiscal year; (c) to theextent relating to annual periods, an operating and financial review of the audited financialstatements, including a discussion of the results of operations, financial condition, and liquidityand capital resources, and a discussion of material commitments and contingencies and criticalaccounting policies; (d) a description of the business, management and shareholders of theCompany, all material affiliate transactions and a description of all material contractualarrangements, including material debt instruments; and (e) material risk factors and materialrecent developments (provided that, in the case of cash flow numbers, these need only beprovided as an audited footnote to the financial statements referred to above);

(2) within 60 days (except as provided below in relation to any Semi-Annual Report) following theend of the first three fiscal quarters in each fiscal year of the Company all quarterly financialstatements containing the following information: (a) an unaudited condensed consolidatedbalance sheet as of the end of such quarter and unaudited condensed statements of income andcash flow for the most recent quarter year-to-date period ending on the unaudited condensedbalance sheet date, and the comparable prior year periods, together with condensed footnotedisclosure; (b) pro forma income statement and balance sheet information, together withsummary explanatory footnotes, for any material acquisitions, dispositions or recapitalizationsthat have occurred since the beginning of the most recently completed fiscal quarter; (c) anoperating and financial review of the unaudited financial statements, including a discussion ofthe results of operations, financial condition, and liquidity and capital resources, and a discussionof material commitments and contingencies and critical accounting policies; and (d) materialrecent developments and any material changes to the risk factors disclosed in the most recentannual report; provided that the report provided by the Company following the completion ofthe second quarter of each year (the ‘‘Semi-Annual Report’’) shall include in addition adescription of any material changes to all material contractual arrangements, including materialdebt instruments and to material affiliate transactions; and provided further that such

188

Semi-Annual Report need not be provided by the Company until 75 days after the end of thesecond quarter of each year; and

(3) promptly after the occurrence of a material acquisition, disposition, restructuring, seniormanagement or board of directors changes or change in auditors, a report containing adescription of such event.

All financial statement and pro forma financial information shall be prepared on a consistent basis for theperiods presented and the financial statements required under clause (1) may be presented in the same format asin the listing circular relating to the Initial Notes; provided, however, that the reports set forth in clauses (1),(2) and (3) above may, in the event of a change in applicable International Financial Reporting Standards, presentearlier periods on a basis that applied to such periods, subject to the provisions of the indenture. No report needinclude separate financial statements or financial data for any Guarantors or non-guarantor Subsidiaries of theCompany, provided that the annual report in clause (1) shall include a statement of the aggregate percentage ofthe consolidated EBITDA of the Company represented by the Subsidiary Guarantors. The Company shall use itsbest efforts to procure that any report of the Company’s auditors referred to in relation to clause (1) shall beunqualified.

At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly andannual financial information required by the preceding paragraph will include a reasonably detailed presentation,either on the face of the financial statements or in the footnotes thereto, and in the operating and financial reviewof the financial condition and results of operations of the Company and its Restricted Subsidiaries separate fromthe financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

In addition, so long as the notes remain outstanding and during any period during which the Company isnot subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b), theCompany will furnish to the holders, upon their request, the information required to be delivered pursuant toRule 144A(d)(4) under the Securities Act.

If and for so long as the notes are listed on the Official List of the Luxembourg Stock Exchange andadmitted to trading on the Euro MTF Market and the rules of that exchange will so require, the aboveinformation will also be made available in Luxembourg through the offices of the Luxembourg Paying Agent.

Additional Intercreditor Agreements

At the request of the Issuer, in connection with the incurrence by the Company or its RestrictedSubsidiaries of any Indebtedness permitted to be secured under the indenture, the Company, the Issuer, therelevant Restricted Subsidiaries, the trustee and the Security Trustee shall enter into with the holders of suchIndebtedness (or their duly authorized representatives) an intercreditor agreement (an ‘‘Additional IntercreditorAgreement’’) on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorableto the holders (provided that the trustee and the Security Trustee shall have received an officer’s certificate andlegal opinion to that effect)); provided, that such Additional Intercreditor Agreement will not impose any personalobligations on the trustee or the Security Trustee or, in the opinion of the trustee or the Security Trustee, adverselyaffect the rights, duties, liabilities or immunities of the trustee or the Security Trustee, as the case may be, underthe indenture or the Intercreditor Agreement.

At the direction of the Issuer and without the consent of holders, the trustee and the Security Trusteeshall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure anyambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types ofIndebtedness covered by any such agreement that may be incurred by the Company or any Restricted Subsidiarythat is subject to any such agreement (including with respect to any Intercreditor Agreement or AdditionalIntercreditor Agreement the addition of provisions relating to new Indebtedness ranking junior in right of paymentto the notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor

189

Agreement, (4) secure the notes (including Additional Notes), (5) make provision for equal and ratable pledges ofthe Security to secure Additional Notes or other Indebtedness permitted to be secured by the indenture or(6) make any other change to any such agreement that does not adversely affect the holders in any materialrespect (provided that the trustee and the Security Trustee shall have received an officer’s certificate and legalopinion to that effect). The Issuer may only direct the trustee and the Security Trustee to enter into anyamendment to the extent such amendment does not impose any personal obligations on the trustee or the SecurityTrustee, in the opinion of the trustee or the Security Trustee, or adversely affect the rights, duties, liabilities orimmunities of the trustee under the indenture, any Intercreditor Agreement or Additional IntercreditorAgreement.

Each holder, by accepting a note, shall be deemed to have agreed to and accepted the terms andconditions of the Intercreditor Agreement or an Additional Intercreditor Agreement (whether then entered into orentered into in the future pursuant to the provisions described herein).

Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on, or Additional Amounts with respectto, the notes;

(2) default in payment when due at maturity, upon redemption, upon repurchase, upon declarationor otherwise, of the principal of, or premium, if any, on the notes;

(3) failure by the Issuer or the Company or any of its Subsidiaries to comply with the provisionsdescribed under the caption ‘‘—Certain Covenants—Merger, Consolidation or Sale of Assets;’’

(4) failure by the Issuer or the Company or any of its Subsidiaries for 30 days after written notice tocomply with the provisions described under the captions ‘‘—Repurchase at the Option of theHolders’’ and ‘‘—Certain Covenants’’ (in each case, other than a failure to purchase notes whichwill constitute an Event of Default under clause (2) above and a failure to comply with theprovisions described under the caption ‘‘—Certain Covenants—Merger, Consolidation or Sale ofAssets’’ described in clause (3) above);

(5) failure by the Issuer or the Company or any of its Subsidiaries for 60 days after written notice tocomply with any of the other agreements in the indenture;

(6) default under any mortgage, indenture or instrument under which there may be issued or bywhich there may be secured or evidenced any Indebtedness for money borrowed by theCompany or any of its Restricted Subsidiaries (or the payment of which is guaranteed by theCompany or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee nowexists, or is created after the date of the indenture, if that default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on suchIndebtedness prior to the expiration of the grace period provided in such Indebtednesson the date of such default (a ‘‘Payment Default’’); or

(b) results in the acceleration of such Indebtedness prior to its express maturity;

and, in each case, the principal amount of any such Indebtedness, together with the principalamount of any other such Indebtedness under which there has been a Payment Default or thematurity of which has been so accelerated, aggregates A20 million or more;

190

(7) failure by the Company or any of its Restricted Subsidiaries to pay final judgments (which arenot covered by insurance as to which a claim has been submitted and the insurer has notdisclaimed or indicated an intent to disclaim responsibility for the payment thereof) aggregatingin excess of A20 million, which judgments are not paid, discharged or stayed for a period of60 days;

(8) except as permitted by the indenture, any Guarantee of the Company or any SignificantSubsidiary of the notes shall be held in any judicial proceeding to be unenforceable or invalid orshall cease for any reason to be in full force and effect or any Guarantor shall deny or disaffirmin writing its obligations under its Guarantee of the notes;

(9) any security interest under the Security Documents shall, at any time, cease to be in full forceand effect (other than in accordance with the relevant Security Documents, the indenture, theIntercreditor Agreement or any Additional Intercreditor Agreement) for any reason other thansatisfaction in full of all obligations of the Company and its Subsidiaries under the indenture orthe release of any such security interest in accordance with the Security Documents, theindenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, or theindenture or any security interest created pursuant to the indenture and the Security Documentsshall be declared invalid or unenforceable or the Company shall assent in writing that any suchsecurity interest is invalid or unenforceable or any pledgor disaffirms in writing its obligationsunder the Security Documents and any such Default continues for 10 days;

(10) default under any other Indebtedness that is secured by the Security if such default results in thecreditors under such Indebtedness commencing an enforcement action of their security rightsover the Security; and

(11) certain events of bankruptcy or insolvency described in the indenture with respect to theCompany or any of its Restricted Subsidiaries that is a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect tothe Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiariesthat, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payableimmediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee orthe holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notesto be due and payable immediately.

Holders may not enforce the indenture or the notes except as provided in the indenture. Subject tocertain limitations, holders of a majority in principal amount of the then outstanding notes may direct the trusteein its exercise of any trust or power. The trustee may withhold from holders notice of any continuing Default orEvent of Default if it determines that withholding notice is in their interest, except a Default or Event of Defaultrelating to the payment of principal, interest, or Additional Amounts.

The holders of a majority in aggregate principal amount of the notes then outstanding by notice to thetrustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and itsconsequences under the indenture except a continuing Default or Event of Default in the payment of interest orAdditional Amounts on, or the principal of, the notes.

The Company is required to deliver to the trustee annually a statement regarding compliance with theindenture. Upon becoming aware of any Default or Event of Default that would give either the trustee or theholders of at least 25% or more in aggregate principal amount of notes then outstanding the right to declare thenotes immediately due and payable, the Issuer is required to deliver to the trustee a statement specifying suchDefault or Event of Default.

191

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer, the Company or any otherGuarantor, as such, will have any liability for any obligations of the Issuer, the Company or the other Guarantorsunder the notes, the indenture or the Guarantees of the notes or for any claim based on, in respect of, or byreason of, such obligations or their creation. Each holder by accepting a note waives and releases all such liability.The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective towaive liabilities under the federal securities laws of the United States.

Legal Defeasance and Covenant Defeasance

The Issuer may, at its option or the option of the Company, and at any time, elect to have all of itsobligations discharged with respect to the outstanding notes and all obligations of the Company and any otherGuarantors discharged with respect to their Guarantees of the notes (‘‘Legal Defeasance’’) except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, orinterest or premium, and Additional Amounts, if any, on such notes when such payments aredue from the trust referred to below;

(2) the Issuer’s obligations with respect to the notes concerning issuing temporary notes, registrationof notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agencyfor payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuer’s, the Company’sand any other Guarantor’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indenture.

In addition, the Issuer may, at its option or the option of the Company, and at any time, elect to have theobligations of the Issuer, the Company and any other Guarantors released with respect to certain covenants thatare described in the indenture (‘‘Covenant Defeasance’’) and thereafter any omission to comply with thosecovenants will not constitute a Default or Event of Default with respect to the notes. In the event CovenantDefeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation andinsolvency events) described under ‘‘—Events of Default and Remedies’’ will no longer constitute an Event ofDefault with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit or cause to be deposited with the trustee, in trust, for thebenefit of the holders of the notes, cash in euros, non-callable Government Securities, or acombination of cash in euros and non-callable Government Securities, in amounts as will besufficient, in the opinion of an internationally recognized firm of independent public accountants,to pay the principal of, or interest and premium, and Additional Amounts, if any, on theoutstanding notes on the stated maturity or on the applicable redemption date, as the case maybe, and the Issuer must specify whether the notes are being defeased to maturity or to aparticular redemption date;

(2) in the case of Legal Defeasance, the Issuer has delivered to the trustee an opinion of counselreasonably acceptable to the trustee confirming that (a) the Issuer has received from, or therehas been published by, the United States Internal Revenue Service a ruling or (b) since the dateof the indenture, there has been a change in the applicable federal income tax law, in either caseto the effect that, and based thereon such opinion of counsel will confirm that, the holders ofthe outstanding notes will not recognize income, gain or loss for federal income tax purposes as

192

a result of such Legal Defeasance and will be subject to federal income tax on the sameamounts, in the same manner and at the same times as would have been the case if such LegalDefeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer has delivered to the trustee an opinion ofcounsel reasonably acceptable to the trustee confirming that the holders of the outstanding noteswill not recognize income, gain or loss for United States federal income tax purposes as a resultof such Covenant Defeasance and will be subject to United States federal income tax on thesame amounts, in the same manner and at the same times as would have been the case if suchCovenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit(other than a Default or Event of Default resulting from the borrowing of funds to be applied tosuch deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, orconstitute a default under any material agreement or instrument (other than the indenture) towhich the Issuer, the Company or any of its Restricted Subsidiaries is a party or by which theIssuer, the Company or any of its Restricted Subsidiaries is bound;

(6) the Issuer must deliver to the trustee an officers’ certificate stating that the deposit was notmade or caused to be made by the Issuer with the intent of preferring the holders over the othercreditors of the Issuer or of the Company with the intent of defeating, hindering, delaying ordefrauding creditors of the Issuer or the Company or others; and

(7) the Issuer must deliver to the trustee an officers’ certificate and an opinion of counsel, eachstating that all conditions precedent relating to the Legal Defeasance or the CovenantDefeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the indenture, the notes or the Guarantees ofthe notes may be amended or supplemented with the consent of the holders of at least a majority in principalamount of the notes then outstanding (including, without limitation, consents obtained in connection with apurchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with anyprovision of the indenture, the notes or the Guarantees of the notes may be waived with the consent of theholders of a majority in principal amount of the then outstanding notes (including, without limitation, consentsobtained in connection with a purchase of, or tender offer or exchange offer for, notes). For so long as the notesare listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTFMarket and the rules of this exchange so require, the Issuer will inform the Luxembourg Stock Exchange andpublish a notice of any such amendment, supplement or waiver in a newspaper having a general circulation inLuxembourg (currently expected to be the Luxemburger Wort) or the website of the Luxembourg Stock Exchange(www.bourse.lu).

Without the consent of holders of at least 90% of the aggregate principal amount of then outstandingnotes affected (including, without limitation, consents obtained in connection with a purchase of, or tender offer orexchange offer for, the notes), an amendment or waiver may not (with respect to any notes held by anon-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplementor waiver;

193

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions withrespect to the redemption of the notes (other than provisions relating to the covenants describedabove under the caption ‘‘—Repurchase at the Option of Holders’’);

(3) reduce the rate of or change the time for payment of interest on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest, premium, orAdditional Amounts, if any, on the notes (except a rescission of acceleration of the notes by theholders of at least a majority in aggregate principal amount of the notes and a waiver of thepayment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or therights of holders of notes to receive payments of principal of, or interest, premium, or AdditionalAmounts, if any, on the notes;

(7) waive a redemption payment with respect to any note (other than a payment required by one ofthe covenants described above under the caption ‘‘—Repurchase at the Option of Holders’’);

(8) release the Company or any other Guarantor from any of its obligations under its Guarantee ofthe notes or the indenture, except in accordance with the terms of the indenture;

(9) release the security interest granted for the benefit of the holders of the notes in the Securityother than pursuant to the terms of the Security Documents or as otherwise permitted by theindenture; or

(10) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of notes, the Issuer, the Company andthe other Guarantors and the trustee and the other parties thereto may amend or supplement the indenture, thenotes or the Guarantees of the notes, the Intercreditor Agreement, any Additional Intercreditor Agreement or theSecurity Documents:

(1) to cure any ambiguity, omission, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of Definitive Registered Notes;

(3) to provide for the assumption of Company’s obligations to holders in the case of a merger orconsolidation or sale of all or substantially all of the Company’s assets;

(4) to make such changes as are necessary to provide for the issuance of Additional Notes incompliance with the covenants described herein, or to add guarantees in favor of the notes;

(5) to mortgage, pledge, hypothecate or grant security interest in favor of the Security Trustee to theextent necessary to grant a security interest for the benefit of any Person; provided that thegranting of such security interest is not prohibited by the indenture and the covenant describedunder ‘‘—Certain Covenants—Impairment of Security Interest’’ is complied with;

(6) to add additional assets or property as Security;

(7) to confirm and evidence the release, termination, discharge or retaking of any guarantee or Lien(including the Security and the Security Documents) with respect to or securing the notes when

194

such release, termination, discharge or retaking is provided for under the indenture, the SecurityDocuments, the Intercreditor Agreement or any Additional Intercreditor Agreement; or

(8) to make any change that would provide any additional rights or benefits to the holders or thatdoes not adversely affect the legal rights under the indenture of any such holder in any materialrespect.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder,when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that havebeen replaced or paid and notes for whose payment money has been deposited in trustand thereafter repaid to the Issuer, have been delivered to the trustee for cancellation;or

(b) all notes that have not been delivered to the trustee for cancellation have become dueand payable by reason of the mailing of a notice of redemption or otherwise or willbecome due and payable within one year and the Issuer, the Company or any otherGuarantor has irrevocably deposited or caused to be deposited with the trustee as trustfunds in trust solely for the benefit of the holders, cash in euros, non-callableGovernment Securities, or a combination of cash in euros and non-callable GovernmentSecurities, in an aggregate amount as will be sufficient without consideration of anyreinvestment of interest, to pay and discharge the entire indebtedness on the notes notdelivered to the trustee for cancellation for principal, premium, Additional Amounts, ifany, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of such deposit orwill occur as a result of such deposit and such deposit will not result in a breach or violation of,or constitute a default under, any other instrument to which the Issuer, the Company or anyother Guarantor is a party or by which the Issuer, the Company or any other Guarantor isbound;

(3) the Issuer, the Company or any other Guarantor has paid or caused to be paid all sums payableby it under the indenture; and

(4) the Issuer has delivered irrevocable instructions to the trustee under the indenture to apply thedeposited money toward the payment of the notes at maturity or the redemption date, as thecase may be.

In addition, the Issuer must deliver an officers’ certificate and an opinion of counsel to the trustee statingthat all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of the Issuer, the Company or any other Guarantor, the indenture limitsits right to obtain payment of claims in certain cases, or to realize on certain property received in respect of anysuch claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if itacquires any conflicting interest it must eliminate such conflict within 90 days or resign. If the trustee becomes the

195

owner or pledgee of the notes it may deal with the Issuer with the same rights it would have if it were not thetrustee, Paying Agent, Registrar or such other agent.

The holders of a majority in principal amount of the then outstanding notes will have the right to directthe time, method and place of conducting any proceeding for exercising any remedy available to the trustee,subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, thetrustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct ofhis own affairs. The trustee undertakes to perform such duties and only such duties as are specifically set forth inthe indenture, and no implied covenants or obligations can be read into the indenture against the trustee. Thetrustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of anyholder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against anyloss, liability or expense.

Judgment Currency

Any payment on account of an amount that is payable in euros (the ‘‘Required Currency’’) which is madeto or for the account of any holder of a note in lawful currency of any other jurisdiction (the ‘‘Other Currency’’)whether as a result of any judgment or order or the enforcement thereof or the realization of any security or theliquidation of any of the Issuer, Company or any other Guarantor shall constitute a discharge of the Issuer’s,Company’s or such Guarantor’s obligation under the indenture, the notes or, the Guarantees of the notes, as thecase may be, only to the extent of the amount of the Required Currency which such holder could purchase in theNew York foreign exchange markets with the amount of the Other Currency in accordance with normal bankingprocedures at the rate of exchange prevailing on the first day (other than a Saturday or Sunday) on which banks inNew York, are generally open for business following receipt of the payment first referred to above. If the amountof the Required Currency that could be so purchased is less than the amount of the Required Currency originallydue to such holder, the Issuer, Company or such other Guarantor, as the case may be, shall indemnify and saveharmless such holder from and against all loss or damage arising out of or as a result of such deficiency. Thisindemnity shall constitute an obligation separate and independent from the other obligations contained in theindenture, the notes or the Guarantees of the notes, shall give rise to a separate and independent cause of action,shall apply irrespective of any indulgence granted by any holder of a note from time to time and shall continue infull force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount duehereunder or under any judgment or order.

Additional Information

Anyone who receives this listing circular may obtain a copy of the indenture without charge at theregistered office of the Issuer and at the offices of the paying agent in London, Deutsche Bank AG, LondonBranch, or by writing to Cirsa Gaming Corporation, S.A., Carretera de Castellar, 298, 08226 Terrassa, Barcelona,Spain, Attention: Direccion Financiera.

Governing Law

The indenture, the notes, the Guarantees of the notes, and the Funding Loan are governed by the laws ofthe State of New York without regard to its conflict of laws rules, and New York courts have jurisdiction over anyaction or proceeding arising out of these agreements.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for afull disclosure of all such terms, as well as any other capitalized terms used herein for which no definition isprovided.

‘‘2012 Notes’’ means the 7.875% Senior Notes due 2012 issued by Cirsa Capital Luxembourg S.A.

196

‘‘2014 Notes’’ means the 8.75% Senior Notes due 2014 issued by Cirsa Finance Luxembourg S.A.

‘‘Acquired Debt’’ means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or intoor became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred inconnection with, or in contemplation of, such other Person merging with or into, or becoming aSubsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

‘‘Additional Funding Loan’’ means each loan on substantially the same terms as the Funding Loan,between the Issuer, as obligee, and the Company, as obligor, in the amount of the gross proceeds received by theIssuer from the issue of Additional Notes.

‘‘Affiliate’’ of any specified Person means any other Person directly or indirectly controlling or controlledby or under direct or indirect common control with such specified Person and, in the case of any natural Person,any Immediate Family Member of such Person. For purposes of this definition, ‘‘control,’’ as used with respect toany Person, means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies of such Person, whether through the ownership of voting securities, by agreement orotherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed tobe control. For purposes of this definition, the terms ‘‘controlling,’’ ‘‘controlled by’’ and ‘‘under common controlwith’’ shall have correlative meanings.

‘‘Applicable Premium’’ means, with respect to a note at any redemption date, the greater of (1) 1% of theprincipal amount of such note at such time and (2) the excess of (A) the present value at such time of (i) theredemption price of such note on May 15, 2014 (such redemption price being described in the table appearing inthe second paragraph under the caption ‘‘—Optional Redemption’’ exclusive of any accrued interest to suchredemption date), plus (ii) any required interest payments due on such note through and including May 15, 2014(excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to theBund Rate plus 50 basis points, over (B) the principal amount of such note.

‘‘Asset Sale’’ means:

(1) the sale, lease, conveyance or other disposition of any assets, other than sales of inventory in theordinary course of business; provided that the sale, conveyance or other disposition of all orsubstantially all of the assets of the Company and its Restricted Subsidiaries taken as a wholewill be governed by the provisions of the indenture described above under the caption‘‘—Repurchase at the Option of Holders—Change of Control’’ and/or the provisions describedabove under the caption ‘‘—Certain Covenants—Merger, Consolidation or Sale of Assets’’ andnot by the provisions of the Asset Sale covenant; and

(2) the issuance of Capital Stock in any of the Company’s Restricted Subsidiaries or the sale by theCompany or any of its Restricted Subsidiaries of Capital Stock in any of their respectiveRestricted Subsidiaries.

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets having a Fair MarketValue of less than A5 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

197

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or toanother Restricted Subsidiary of the Company;

(4) the sale, lease, assignment or sublease of equipment, inventory, accounts receivable or otherassets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment that is permitted by the covenant described above under the caption‘‘—Certain Covenants—Restricted Payments;’’

(7) a Permitted Investment;

(8) a disposition of obsolete or worn out equipment or equipment that is no longer useful in theconduct of the business of the Company and its Restricted Subsidiaries in the ordinary course ofbusiness;

(9) the grant of licenses of intellectual property rights to third parties in the ordinary course ofbusiness;

(10) the disposal or abandonment of intellectual property that is no longer economically practicableto maintain or which is not longer required for the business of the Company and its RestrictedSubsidiaries;

(11) any sale or disposal of slot machines in the ordinary course of business;

(12) a disposition by way of the granting of a Permitted Lien or foreclosures on assets; and

(13) the transfer of licenses, rights and assets in connection with the restructuring of our bingo halland license ownership structure in Mexico as described in ‘‘Business—Our Divisions—BingoDivision;’’ provided, that any cash received shall be applied as provided under the caption‘‘—Certain Covenants—Asset Sales.’’

‘‘Attributable Debt’’ in respect of a sale and leaseback transaction means, at the time of determination, thepresent value of the obligation of the lessee for net rental payments during the remaining term of the leaseincluded in such sale and leaseback transaction including any period for which such lease has been extended ormay, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal tothe rate of interest implicit in such transaction, determined in accordance with GAAP.

‘‘Beneficial Owner’’ has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under theExchange Act, except that in calculating the beneficial ownership of any particular ‘‘person’’ (as that term is usedin Section 13(d)(3) of the Exchange Act), such ‘‘person’’ will be deemed to have beneficial ownership of allsecurities that such ‘‘person’’ has the right to acquire by conversion or exercise of other securities, whether suchright is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms‘‘Beneficially Owns’’ and ‘‘Beneficially Owned’’ have a corresponding meaning.

‘‘Board of Directors’’ means:

(1) with respect to a corporation, the board of directors of the corporation;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;and

198

(3) with respect to any other Person, the board or committee of such Person serving a similarfunction.

‘‘Bund Rate’’ means, with respect to any relevant date, the rate per annum equal to the equivalent yield tomaturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable GermanBund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price forsuch relevant date, where:

(1) ‘‘Comparable German Bund Issue’’ means the German Bundesanleihe security selected by anyReference German Bund Dealer as having a fixed maturity most nearly equal to the period fromsuch redemption date to May 15, 2014, and that would be utilized at the time of selection and inaccordance with customary financial practice, in pricing new issues of euro-denominatedcorporate debt securities in a principal amount approximately equal to the then outstandingprincipal amount of the notes and of a maturity most nearly equal to May 15, 2014; provided,however, that, if the period from such redemption date to May 15, 2014 is less than one year, afixed maturity of one year shall be used;

(2) ‘‘Comparable German Bund Price’’ means, with respect to any relevant date, the average of allReference German Bund Dealer Quotations for such date (which, in any event, must include atleast two such quotations), after excluding the highest and lowest such Reference German BundDealer Quotations, or if the Company obtains fewer than four such Reference German BundDealer Quotations, the average of all such quotations;

(3) ‘‘Reference German Bund Dealer’’ means any dealer of German Bundesanleihe securitiesappointed by the Company in consultation with the trustee; and

(4) ‘‘Reference German Bund Dealer Quotations’’ means, with respect to each Reference GermanBund Dealer and any relevant date, the average as determined by the Company of the bid andoffered prices for the Comparable German Bund Issue (expressed in each case as a percentageof its principal amount) quoted in writing to the Company by such Reference German BundDealer at 3:30 p.m. Frankfurt, Germany, time on the third business day preceding the relevantdate.

‘‘Capital Lease Obligation’’ means, at the time any determination is to be made, the amount of the liabilityin respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordancewith GAAP.

‘‘Capital Stock’’ means:

(1) in the case of a corporation, ordinary shares, preferred stock, corporate stock, share capital,acciones, participaciones or other participation in the share capital of such corporation;

(2) in the case of an association or business entity, any and all shares, interests, participations, rightsor other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests(whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of theprofits and losses of, or distributions of assets of, the issuing Person.

199

‘‘Cash Equivalents’’ means:

(1) (a) euros or U.S. dollars or, (b) in respect of any Restricted Subsidiary of the Company, its localcurrency;

(2) securities or marketable direct obligations issued by or directly and fully guaranteed or insuredby the government of (a) Spain, (b) the United States or (c) a member of the EuropeanMonetary Union having the highest rating obtainable from Moody’s Investors Service, Inc. orStandard & Poor’s Rating Services or any agency or instrumentality of such government(provided that the full faith and credit of such government is pledged in support of thosesecurities) having maturities of not more than twelve months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from thedate of acquisition, bankers’ acceptances with maturities not exceeding twelve months andovernight bank deposits, in each case, with any domestic commercial bank having capital andsurplus in excess of A500 million and a Thomson Bank Watch Rating of ‘‘B’’ or better;

(4) repurchase obligations and reverse repurchase obligations with a term of not more than 30 daysfor underlying securities of the types described in clauses (2) and (3) above entered into withany financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. orStandard & Poor’s Rating Services and in each case maturing within six months after the date ofacquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kindsdescribed in clauses (1)(a), (2), (3), (4) and (6) of this definition.

‘‘Change of Control’’ means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of mergeror consolidation), in one or a series of related transactions, of all or substantially all of theproperties or assets of the Company and its Restricted Subsidiaries taken as a whole to another‘‘person’’ (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a ‘‘person’’that is controlled by the Principal and its Related Parties);

(2) the adoption of a plan relating to the liquidation or dissolution of the Issuer or the Company,except as part of a merger, a consolidation, or a sale, assignment, transfer conveyance or otherdisposition of all or substantially all of the properties or assets of the Company and itsRestricted Subsidiaries permitted under ‘‘—Certain Covenants—Merger, Consolidation or Saleof Assets;’’

(3) the consummation of any transaction (including, without limitation, any merger or consolidation)the result of which is that any ‘‘person’’ (as defined in clause (1) above) or any ‘‘group’’ (as thatterm is used in Section 14(d) of the Exchange Act), other than the Principal and its RelatedParties, becomes the Beneficial Owner, directly or indirectly, (a) prior to the first EquityOffering that is a Public Offering, of more than 50% of the Voting Stock of the Company or(b) on or after the first Equity Offering that is a Public Offering, of (i) more than 35% of theVoting Stock of the Company and (ii) a greater percentage of the Voting Stock of the Companyheld by the Principal and its Related Parties, measured, in the case of clause (a) or (b), byvoting power rather than number of shares;

200

(4) the first day on which a majority of the members of the Board of Directors of the Company arenot Continuing Directors; or

(5) except as the result of a merger with and into the Company, the first day on which the Company(or any successor entity thereof) ceases to own, directly or indirectly, 100% of the outstandingCapital Stock of the Issuer.

‘‘Consolidated EBITDA’’ means, with respect to any specified Person for any period, the Consolidated NetIncome of such Person for such period plus:

(1) an amount equal to any net loss realized by such Person or any of its Restricted Subsidiaries inconnection with an Asset Sale, to the extent such losses were deducted in computing suchConsolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries forsuch period, to the extent that such provision for taxes was deducted in computing suchConsolidated Net Income; plus

(3) Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, tothe extent that any such expense was deducted in computing such Consolidated Net Income;plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles butexcluding amortization of prepaid cash expenses that were paid in a prior period) and othernon-cash expenses (excluding any such non-cash expense to the extent that it represents anaccrual of or reserve for cash expenses in any future period or amortization of a prepaid cashexpense that was paid in a prior period) of such Person and its Restricted Subsidiaries for suchperiod to the extent that such depreciation, amortization and other non-cash expenses werededucted in computing such Consolidated Net Income and except to the extent already countedin clause (1) hereof; minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrualof revenue in the ordinary course of business; plus

(6) costs and expenses associated with the offering and sale of the 2012 Notes, the 2014 Notes andthe notes,

in each case, on a consolidated basis and determined in accordance with GAAP.

‘‘Consolidated Interest Expense’’ means, with respect to any Person for any period, the sum, withoutduplication, of (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period,whether paid or accrued (including, without limitation, amortization of original issue discount, AdditionalAmounts, non-cash interest payments, the interest component of any deferred payment obligations (which shall bedeemed to be equal to the principal of any such payment obligation less the amount of such principal discountedto net present value at an interest rate (equal to the interest rate on one-year EURIBOR at the date ofdetermination) on an annualized basis), the interest component of all payments associated with Capital LeaseObligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and chargesincurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant toHedging Obligations) and (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries thatwas capitalized during such period, and (iii) any interest expense on Indebtedness of another Person that isguaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person orone of its Restricted Subsidiaries (whether or not such guarantee or Lien is called upon) and (iv) the product of(a) all dividend payments on any series of preferred stock of such Person or any of its Restricted Subsidiaries,

201

times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then currentapplicable statutory tax rate of such Person (if positive), expressed as a decimal, in each case, on a consolidatedbasis and in accordance with GAAP.

‘‘Consolidated Net Income’’ means, with respect to any specified Person for any period, the aggregate ofthe Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determinedin accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that isaccounted for by the equity method of accounting will be included only to the extent of theamount of dividends or distributions paid in cash to the specified Person, a Wholly OwnedRestricted Subsidiary of the Person or a Restricted Subsidiary of the Person that is not a WhollyOwned Restricted Subsidiary (but in the latter case, only a share of such dividend or distributionpro rated with respect to the direct or indirect ownership of such Restricted Subsidiary held besuch Person);

(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declarationor payment of dividends or similar distributions by that Restricted Subsidiary of that Net Incomeis not at the date of determination permitted without any prior governmental approval (that hasnot been obtained) or, directly or indirectly, by operation of the terms of its charter or anyagreement, instrument, judgment, decree, order, statute, rule or governmental regulation (based,for purposes of Spanish legal reserve requirements, on the reserve status as of the determinationthereof at the most recent meeting of stockholders of the applicable Restricted Subsidiary)applicable to that Restricted Subsidiary or its stockholders, unless, in each case, such restrictionhas (a) been legally waived, or (b) constitutes a restriction described in clause (1) of the secondparagraph of the covenant ‘‘Dividend and Other Payment Restrictions Affecting Subsidiaries’’and, to the extent such restriction is in respect of Existing Indebtedness, disclosed in the listingcircular relating to the Initial Notes;

(3) the Net Income of any Person acquired in a pooling of interests transaction for any period priorto the date of such acquisition will be excluded;

(4) the cumulative effect of a change in accounting principles shall be excluded; and

(5) any gain (but not loss), together with any related provision for taxes on such gain (but not loss),realized in connection with (a) any Asset Sale or (b) the disposition of any securities by theCompany or any of is Restricted Subsidiaries or the extinguishment of any Indebtedness of theCompany or any of its Restricted Subsidiaries, shall be excluded.

For purposes of clause (2) above, the net income of a Restricted Subsidiary that could have or actuallydistributed such net income to the relevant Person shall be included in such net income.

‘‘Consolidated Net Indebtedness’’ means, with respect to any Person, (x) the sum of the aggregateoutstanding Indebtedness of that Person and its Restricted Subsidiaries as of the relevant date calculation less(y) the amount of cash and Cash Equivalents that would be stated on the balance sheet of such Person and itsRestricted Subsidiaries as of such date, in each case, on a consolidated basis in accordance with GAAP.

‘‘Continuing Directors’’ means, as of any date of determination, any member of the Board of Directors ofthe Company who:

(1) was a member of such Board of Directors on the date of the indenture; or

202

(2) was nominated for election or elected to such Board of Directors with the approval of either(a) a majority of the Continuing Directors who were members of such Board of Directors at thetime of such nomination or election or (b) the Principal and its Related Parties for so long asthey own more than 50% of the Voting Stock of the Company.

‘‘Credit Facility’’ means, one or more debt facilities or commercial paper facilities, in each case with banks,other institutional lenders or governmental lending agencies providing for revolving credit loans, term loans,receivables financing (including through the sale of receivables to such lenders or to special purpose entitiesformed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended,restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time by such debtfacilities or commercial paper facilities.

‘‘Default’’ means any event that is, or with the passage of time or the giving of notice or both would be,an Event of Default.

‘‘Disqualified Stock’’ means any Capital Stock that, by its terms (or by the terms of any security into whichit is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), orupon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation orotherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to thedate that is 365 days after the date on which the notes mature. Notwithstanding the preceding sentence, anyCapital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have theright to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or anAsset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company maynot repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase orredemption complies with the covenant described above under the caption ‘‘—Certain Covenants—RestrictedPayments.’’

‘‘Equity Interests’’ means Capital Stock and all warrants, options or other rights to acquire Capital Stock(but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

‘‘Equity Offering’’ means any public or private sale of Equity Interests of the Company or a ParentCompany (other than Disqualified Stock) whereby the Company or a Parent Company receives gross proceeds ofnot less than A75 million, other than public offerings with respect to common stock of the Company or a ParentCompany registered on Form S-8 but, in the case of any such offering by a Parent Company, only to the extent thenet cash proceeds thereof are contributed to the equity (other than through the issuance of Disqualified Stock) ofthe Company.

‘‘Euro Equivalent’’ means, with respect to any monetary amount in a currency other than the euro, at anytime for the determination thereof, the amount of euro obtained by converting such foreign currency involved insuch computation into euro at the spot rate for the purchase of euros with the applicable foreign currency asquoted by Reuters at approximately 11:00 a.m. (New York City time) on the date not more than two business daysprior to such determination. For purposes of determining whether any Indebtedness can be incurred (includingPermitted Debt), any Investment can be made or any transaction described in the ‘‘—Certain Covenants—Transactions with Affiliates’’ covenant can be undertaken (a ‘‘Tested Transaction’’), the Euro Equivalent of suchIndebtedness, Investment or transaction described in the ‘‘—Certain Covenants—Transactions with Affiliates’’covenant shall be determined on the date incurred, made or undertaken and, in each case, no subsequent changein the Euro Equivalent shall cause such Tested Transaction to have been incurred, made or undertaken in violationof the indenture.

‘‘Event of Default’’ has the meaning set forth under ‘‘—Events of Default and Remedies.’’

‘‘Exchange Act’’ means the U.S. Exchange Act of 1934, as amended.

203

‘‘Existing Indebtedness’’ means Indebtedness in existence on the date of the indenture.

‘‘Fair Market Value’’ means, with respect to any asset or property, the price which could be negotiated inan arm’s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither ofwhom is under undue pressure or compulsion to complete the transaction. For purposes of ‘‘—Repurchase at theOption of Holders—Asset Sales,’’ and ‘‘—Certain Covenants—Restricted Payments,’’ the Fair Market Value ofproperty or assets other than cash which involves an aggregate amount in excess of A5 million, shall be set forth ina resolution approved by at least a majority of the Board of Directors of the Company set forth in an offeror’scertificate delivered to the trustee. Except as otherwise provided herein, and for the purposes of ‘‘—Repurchase atthe Option of Holders—Asset Sales’’ and ‘‘—Certain Covenants—Restricted Payments,’’ for all other purposes ofthe indenture, Fair Market Value will be determined in good faith by the Board of Directors of the Company,whose determination will be conclusive and evidenced by a resolution of the Board of Directors of the Company.

‘‘Financing Subsidiary’’ means any Wholly Owned Restricted Subsidiary of the Company or a RestrictedSubsidiary established solely for the purpose and engaged exclusively in the business of issuing debt securities andloaning the proceeds thereof to the Company or another Restricted Subsidiary.

‘‘Fitch’’ means Fitch Ratings.

‘‘Fixed Charge Coverage Ratio’’ means with respect to any specified Person for any period, the ratio of theConsolidated EBITDA of such Person for such period to the Consolidated Interest Expense of such Person forsuch period. In the event that the specified Person or any of its Subsidiaries incurs, assumes, Guarantees, repays,repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchasesor redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge CoverageRatio is being calculated and on or prior to the date on which the event for which the calculation of the FixedCharge Coverage Ratio is made (the ‘‘Calculation Date’’), then the Fixed Charge Coverage Ratio shall becalculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase orredemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of theproceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period;provided, however, that the pro forma calculation of Consolidated Interest Expense shall not give effect to anyPermitted Debt (as defined in ‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stockand Disqualified Stock’’) incurred on the date of determination or to any discharge on the date of determinationof any Indebtedness to the extent such discharge results from the proceeds of Permitted Debt.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Subsidiaries, includingthrough mergers or consolidations and including any related financing transactions, during thefour-quarter reference period or subsequent to such reference period and on or prior to theCalculation Date shall be given pro forma effect as if they had occurred on the first day of thefour-quarter reference period and Consolidated EBITDA for such reference period shall becalculated on a pro-forma basis, but without giving effect to clause (2) of the proviso set forth inthe definition of Consolidated Net Income;

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordancewith GAAP, and operations or businesses disposed of or the operations of which are substantiallyterminated prior to the Calculation Date, shall be excluded; and

(3) the Consolidated Interest Expense attributable to discontinued operations, as determined inaccordance with GAAP, and operations or businesses disposed of prior to the Calculation Date,shall be excluded, but only to the extent that the obligations giving rise to such ConsolidatedInterest Expense will not be obligations of the specified Person or any of its Subsidiariesfollowing the Calculation Date.

204

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, theamount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated withany Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith bya responsible financial or accounting officer of the Company. If an Indebtedness bears a floating rate of interestand is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect onthe date of determination had been the applicable rate for the entire period (taking into account any HedgingObligation applicable to such Indebtedness). For purposes of this definition, whenever pro forma effect is to begiven to any Indebtedness incurred pursuant to a revolving credit facility, the amount outstanding on the date ofsuch calculation will be computed based on (1) the average daily balance of such Indebtedness during such fourfiscal quarters or such shorter period for which the facility was outstanding or (2) if such facility was created afterthe end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from thedate of creation of such facility to the date of such calculation. Interest on Indebtedness that may optionally bedetermined at an interest rate based on a prime or similar rate, a euro interbank offered rate, or other rate, shallbe deemed to have been based upon the rate actually chosen or, if none, then based upon such optional ratechosen as the relevant Person may designate.

‘‘Funding Loan’’ means the loan, dated the date of the indenture, between the Issuer, as obligee, and theCompany, as obligor, in the amount of the principal amount of the notes issued pursuant to this offering, as wellas any Additional Funding Loan, provided such Funding Loan and Additional Funding Loan, if any, are at alltimes held by the Issuer.

‘‘GAAP’’ means International Financial Reporting Standards promulgated by the International AccountingStandards Board and as adopted by the European Union as in effect from time to time.

‘‘guarantee’’ means a guarantee other than by endorsement of negotiable instruments for collection in theordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge ofassets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of anyIndebtedness.

‘‘Guarantors’’ means each of Cirsa Gaming Corporation S.A., the Subsidiary Guarantors, and theirrespective successors and assigns.

‘‘Hedging Obligations’’ means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;and

(2) other agreements or arrangements designed to protect such Person against fluctuations ininterest rates or foreign exchange rates.

‘‘Immediate Family’’ has the meaning specified in Rule 16a-1(e) of the Exchange Act;

‘‘Indebtedness’’ means, with respect to any specified Person, any indebtedness of such Person, whether ornot contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (orreimbursement agreements in respect thereof, except to the extent such reimbursementobligation relates to a trade payable and such obligation is satisfied within 30 days ofincurrence);

(3) in respect of banker’s acceptances;

205

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property (but notincluding, for the purpose of calculating the Fixed Charge Coverage Ratio, any amount deemedto represent interest pursuant to the definition of Consolidated Interest Expense);

(6) representing any Attributable Debt or Hedging Obligations; or

(7) in respect of deferred payments of amounts owed in respect of gaming taxes,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) wouldappear as a liability upon a balance sheet (excluding the footnotes thereto) of the specified Person prepared inaccordance with GAAP. In addition, the term ‘‘Indebtedness’’ includes all Indebtedness of others secured by a Lienon any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, tothe extent not otherwise included, the guarantee by the specified Person of any indebtedness of any other Person(to the extent guaranteed by such Person).

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issuediscount; and

(2) the principal amount of the Indebtedness in the case of any other Indebtedness.

‘‘Intercreditor Agreement’’ means the Intercreditor Agreement dated on or about the Issue Date, amongthe Issuer, the Company, the Subsidiary Guarantors, the lenders and the other parties to the Senior RCF, thetrustee for the notes and the security trustee under the Senior RCF as amended from time to time.

‘‘Investments’’ means, with respect to any Person, all direct or indirect investments by such Person in otherPersons (including Affiliates) in the forms of other extensions of credit, loans (including the maintenance ofcurrent accounts, cash accounts, and the extension of guarantees or other obligations), advances or capitalcontributions (excluding commission, travel and similar advances to officers and employees made in the ordinarycourse of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or othersecurities, together with all items that are or would be classified as investments on a balance sheet (excluding thefootnotes) prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells orotherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, aftergiving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Companywill be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair MarketValue of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided inthe last paragraph of the covenant described above under the caption ‘‘—Certain Covenants—RestrictedPayments.’’ The acquisition by the Company or any Subsidiary of the Company of a Person that holds anInvestment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such thirdPerson in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such thirdPerson in an amount determined as provided in the last paragraph of the covenant described above under thecaption ‘‘—Certain Covenants—Restricted Payments.’’

‘‘IPO Market Capitalization’’ means an amount equal to (i) the total number of issued and outstandingordinary shares of the entity conducting the Public Offering at the time of closing of such Public Offeringmultiplied by (ii) the price per share at which such ordinary shares are sold in such Public Offering.

‘‘Issue Date’’ means the date of the indenture, May 5, 2010, the issue date of the Initial Notes.

206

‘‘Leverage Ratio’’ means for any Person as of any date of determination, the ratio of (x) Consolidated NetIndebtedness as such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recentfour consecutive fiscal quarters ending prior to the date of such determination for which consolidated financialstatements of that Person are available. In the event that the specified Person or any of its Subsidiaries incurs,assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capitalborrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period forwhich the Leverage Ratio is being calculated and on or prior to the date on which the event for which thecalculation of the Leverage Ratio is made (the ‘‘Leverage Ratio Calculation Date’’), then the Leverage Ratio shallbe calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase orredemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of theproceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Leverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Subsidiaries, includingthrough mergers or consolidations and including any related financing transactions, during thefour-quarter reference period or subsequent to such reference period and on or prior to theLeverage Ratio Calculation Date shall be given pro forma effect as if they had occurred on thefirst day of the four-quarter reference period and Consolidated EBITDA for such referenceperiod shall be calculated on a pro-forma basis, but without giving effect to clause (3) of theproviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordancewith GAAP, and operations or businesses disposed of or the operations of which are substantiallyterminated prior to the Leverage Ratio Calculation Date, shall be excluded; and

(3) the Consolidated Interest Expense attributable to discontinued operations, as determined inaccordance with GAAP, and operations or businesses disposed of prior to the Calculation Date,shall be excluded, but only to the extent that the obligations giving rise to such ConsolidatedInterest Expense will not be obligations of the specified Person or any of its Subsidiariesfollowing the Calculation Date.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, theamount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated withany Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith bya responsible financial or accounting officer of the Company. If an Indebtedness bears a floating rate of interestand is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect onthe date of determination had been the applicable rate for the entire period (taking into account any HedgingObligation applicable to such Indebtedness). For purposes of this definition, whenever pro forma effect is to begiven to any Indebtedness incurred pursuant to a revolving credit facility, the amount outstanding on the date ofsuch calculation will be computed based on (1) the average daily balance of such Indebtedness during such fourfiscal quarters or such shorter period for which the facility was outstanding or (2) if such facility was created afterthe end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from thedate of creation of such facility to the date of such calculation. Interest on Indebtedness that may optionally bedetermined at an interest rate based on a prime or similar rate, a euro interbank offered rate, or other rate, shallbe deemed to have been based upon the rate actually chosen or, if none, then based upon such optional ratechosen as the relevant Person may designate.

‘‘Lien’’ means, with respect to any asset, any mortgage, lien, pledge, charge, security interest orencumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected underapplicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof,any option or other agreement to sell or give a security interest in and any filing of or agreement to give anyfinancing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

207

‘‘Market Capitalization’’ means an amount equal to (i) the total number of issued and outstandingordinary shares of the entity conducting the Public Offering on the date of the declaration of the relevant dividendmultiplied by (ii) the arithmetic mean of the closing price per ordinary share for the 30 consecutive trading daysimmediately preceding the date of declaration of such dividend.

‘‘Material Subsidiary’’ means any Restricted Subsidiary that, for the most recently completed fiscal yearafter the Issue Date, accounts for 5 percent or greater of the consolidated EBITDA (as described in the listingcircular relating to the Initial Notes) of the Company and its Restricted Subsidiaries.

‘‘Moody’s’’ means Moody’s Investors Service, Inc.

‘‘Net Cash Proceeds’’ means (a) the aggregate proceeds in cash or Cash Equivalents received by theCompany or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cashin cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received inany Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accountingand investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the AssetSale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available taxcredits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment ofIndebtedness, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve foradjustment in respect of the sale price of such asset or assets established in accordance with GAAP and (b) withrespect to any issuance or sale of Capital Stock or Permitted Refinancing Indebtedness, the proceeds of suchissuance or sale in the form of cash or Cash Equivalents, including payments in respect of deferred paymentobligations (to the extent corresponding to the principal, but not interest, component thereof) when received in theform of cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse tothe Company or any Restricted Subsidiary), net of attorneys’ fees, accountants’ fees, underwriters’ or placementagents’ fees, discounts or commissions and brokerage, consultants’ and other fees incurred in connection with suchissuance or sale and net of taxes paid or payable as a result thereof.

‘‘Net Income’’ means, with respect to any specified Person, the net income (loss) of such Person,determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

‘‘Non-Recourse Debt’’ means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides creditsupport of any kind (including any undertaking, agreement or instrument that would constituteIndebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutesthe lender;

(2) no default with respect to which (including any rights that the holders thereof may have to takeenforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of timeor both any holder of any other Indebtedness (other than the notes) of the Company or any ofits Restricted Subsidiaries to declare a default on such other Indebtedness or cause the paymentthereof to be accelerated or payable prior to its stated maturity (except for any such right thatwould arise pursuant to Existing Indebtedness or Credit Facilities including any refinancing inrespect thereof permitted by the indenture); and

(3) as to which the lenders have been notified in writing that they will not have any recourse to thestock or assets of the Company or any of its Restricted Subsidiaries.

‘‘Nortia Loan’’ the credit loan from the Company, as lender, to Nortia Corporation, S.A., as borrower, asdisclosed in the listing circular under ‘‘Certain Relationships and Related Party Transactions,’’ as extended fromtime to time.

208

‘‘Obligations’’ means any principal, interest, penalties, fees, indemnifications, reimbursements, damagesand other liabilities payable under the documentation governing any Indebtedness.

‘‘Parent Company’’ means any corporation, association or other business entity that beneficially ownsgreater than 50% of the Capital Stock of the Company and of which the Company is a Subsidiary.

‘‘Permitted Business’’ means the gaming and gaming related business and other businesses necessary forand incident to, connected with, ancillary or complementary to, arising out, or developed or operated to permit orfacilitate the conduct of the gaming and gaming related business, and the ownership and operation of real estate,hotels, restaurants and entertainment facilities that are either (A) directly related to the operation of a gamingbusiness, or (B) unrelated to the operation of a gaming business but not in excess, on a pro forma basis, of 20% ofthe Fair Market Value of the total assets of the Company and its Subsidiaries, taken as a whole.

‘‘Permitted Investments’’ means:

(1) any Investment in the Company or a Restricted Subsidiary of the Company;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if asa result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers orconveys substantially all of its assets to, or is liquidated into, the Company or aRestricted Subsidiary of the Company;

(4) any Investment made as a result of the receipt of non-cash consideration including ReplacementAssets from an Asset Sale (or a transaction excepted from the definition of Asset Sale) that wasmade pursuant to and in compliance with the covenant described above under the caption‘‘—Repurchase at the Option of Holders—Asset Sales;’’

(5) any acquisition of assets solely in exchange for the issuance of Equity Interests (other thanDisqualified Stock) of the Company;

(6) (i) receivables owing to the Company or any Restricted Subsidiary if created or acquired in theordinary course of business and payable or dischargeable in accordance with customary tradeterms; provided, however, that such trade terms may include such concessionary terms as theCompany or any such Restricted Subsidiary deems reasonable under the circumstances; and(ii) any Investments, Capital Stock, obligations or securities received in compromise ofobligations of trade creditors or customers of such Persons incurred in the ordinary course ofbusiness of trade creditors or customers of such Persons that were incurred in the ordinarycourse of business, including pursuant to any plan of reorganization or similar arrangement uponthe bankruptcy or insolvency of any trade creditor or customer of such Persons, not exceeding inthe aggregate A45 million at any one time;

(7) Loans and advances to, and guarantees of loans or advances to, employees in the ordinarycourse of business and on terms consistent with past practice, including without limitation, travel,relocation and other like advances;

(8) Loans or advances to gaming machine site owners or gaming machine sub-operators who are notAffiliates in the ordinary course of business;

209

(9) Lease, utility and other similar deposits in the ordinary course of business;

(10) the capitalization of interest accrued under the Nortia Loan and the extension of the maturitydate of the Nortia Loan;

(11) Hedging Obligations;

(12) Investments made after the date of the indenture having an aggregate Fair Market Value(measured on the date each such Investment was made and without giving effect to subsequentchanges in value), when taken together with all other Investments made pursuant to thisclause (12) that are at the time outstanding not to exceed (i) A75 million plus (ii) an amountequal to 100% of the dividends or distributions (including payments received in respect of loansand advances) received by the Company or a Restricted Subsidiary from a Permitted JointVenture (which dividends or distributions are not included in the calculation in clauses (3)(a)through (3)(e) of the first paragraph of the covenant described under ‘‘—Certain Covenants—Restricted Payments’’ and dividends and distributions that reduce amounts outstanding underclause (i) hereof); provided that if an Investment is made pursuant to this clause in a Personthat is not a Restricted Subsidiary and such Person is subsequently designated a RestrictedSubsidiary pursuant to the covenant described under ‘‘—Certain Covenants—RestrictedPayments,’’ such Investment shall thereafter be deemed to have been made pursuant toclause (3) of the definition of ‘‘Permitted Investments’’ and not this clause;

(13) Guarantees not prohibited by the covenant described under ‘‘Certain Covenants—Incurrence ofIndebtedness and Issuance of Preferred Stock and Disqualified Stock’’ and (other than withrespect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary courseof business;

(14) any Investment existing on the Issue Date or Investments in Permitted Joint Ventures pursuantto commitments or agreements in existence on the Issue Date and in each case disclosed in thelisting circular relating to the Initial Notes;

(15) any Investments in Permitted Joint Ventures made after the date of the indenture, notexceeding, in aggregate, A100 million; and

(16) any Investment in the notes or the 2012 Notes.

‘‘Permitted Joint Venture’’ means (a) any corporation, association or other business entity (other than apartnership) that is not a Restricted Subsidiary and that, in each case, is engaged primarily in a Permitted Businessand of which at least 20% of the total equity and total Voting Stock is at the time of determination owned orcontrolled, directly or indirectly, by the Company or one or more Restricted Subsidiaries or a combination thereofand (b) any partnership, joint venture, limited liability company or similar entity that is not a Restricted Subsidiaryand that, in each case, is engaged primarily in a Permitted Business and of which at least 20% of the capitalaccounts, distribution rights, total equity and voting interests or general or limited partnership interests, asapplicable, are at the time of determination, owned or controlled, directly or indirectly, by the Company or one ormore Restricted Subsidiaries or a combination thereof, whether in the form of membership, general, special orlimited partnership interests or otherwise.

‘‘Permitted Liens’’ means:

(1) Liens on assets of the Company and any Restricted Subsidiary securing Indebtedness and otherObligations under Credit Facilities in a principal amount not exceeding A200 million that werepermitted by the terms of the indenture to be incurred;

210

(2) Liens in favor of the Company or a Restricted Subsidiary (but not, in the case of a RestrictedSubsidiary that is not a Guarantor, Liens in favor of such Restricted Subsidiary over the assets ofa Guarantor);

(3) Liens on property of a Person existing at the time such Person is merged with or into orconsolidated with the Company or any Restricted Subsidiary of the Company; provided that suchLiens were in existence prior to the contemplation of such merger or consolidation and do notextend to any assets other than those of the Person merged into or consolidated with theCompany or the Restricted Subsidiary;

(4) Liens on property existing at the time of acquisition of the property by the Company or anyRestricted Subsidiary of the Company, provided that such Liens were in existence prior to thecontemplation of such acquisition;

(5) Liens to secure the performance of statutory or regulatory requirements, surety or appeal bonds,performance bonds or other obligations of a like nature incurred in the ordinary course ofbusiness;

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) ofthe second paragraph of the covenant entitled ‘‘—Certain Covenants—Incurrence ofIndebtedness and Issuance of Preferred Stock and Disqualified Stock’’ covering only the assetsacquired with such Indebtedness;

(7) Liens securing Permitted Refinancing Indebtedness of secured Indebtedness incurred by theCompany or a Restricted Subsidiary provided, that any such Lien is limited to all or part of thesame property or assets (plus improvements, accessions, proceeds or dividends or distributions inrespect thereof) that secured the Indebtedness being refinanced;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent orthat are being contested in good faith by appropriate proceedings promptly instituted anddiligently concluded; provided that any reserve or other appropriate provision as is required inconformity with GAAP has been made therefor;

(9) Liens, pledges and deposits incurred in connection with workers’ compensation, unemploymentinsurance and other types of statutory obligations;

(10) Liens in favor of the trustee for the benefit of the holders or the trustee arising under theprovisions in the indenture;

(11) Liens in favor of customs or revenue authorities to secure payment of customs duties inconnection with the importation of goods in the ordinary course of business;

(12) Liens arising out of put/call agreements with respect to Capital Stock of any joint venture orsimilar arrangement pursuant to any joint venture or similar agreement;

(13) Liens securing Hedging Obligations;

(14) easements, rights-of-way, municipal and zoning ordinances, utility agreements, reservations,encroachments, restrictions and similar charges, encumbrances, title defects or otherirregularities that do not materially interfere with the ordinary course of business of theCompany or any of its Restricted Subsidiaries;

211

(15) Liens on cash or Cash Equivalents set aside at the time of the incurrence of any Indebtedness,to the extent such cash or Cash Equivalents refund the payment of interest on such Indebtednessand are held in an escrow account or similar arrangement to be applied for such purpose;

(16) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of UnrestrictedSubsidiaries;

(17) Liens imposed by law, such as carriers’, landlords’, warehousemen’s, suppliers’, and mechanics’Liens and other similar Liens, on the property of the Company or any Restricted Subsidiaryarising in the ordinary course of business;

(18) Liens on property of the Company or any Restricted Subsidiary pursuant to conditional sale ortitle retention agreements;

(19) Liens on property of the Company or any Restricted Subsidiary arising as a result of immaterialleases of such property to other Persons;

(20) deposit arrangements entered into in connection with acquisitions or in the ordinary course ofbusiness excluding arrangements for borrowed money;

(21) Liens of the Company or any Restricted Subsidiary of the Company with respect to Obligationsthat do not exceed the greater of A25 million and 5% of total assets at any one time outstanding;

(22) Liens existing on the Issue Date;

(23) Liens on the Capital Stock and assets of a Permitted Joint Venture that secure the Indebtednessof such a Permitted Joint Ventures;

(24) Liens on assets of the Company and any Restricted Subsidiary securing Indebtedness and otherObligations under the Senior RCF in a principal amount not exceeding A30 million;

(25) Liens on any proceeds loan made by the Issuer or any other Financing Subsidiary in connectionwith any future incurrence of Indebtedness (other than Additional Notes) permitted under theindenture (without any requirement to secure the notes with a Lien on such proceeds loan); and

(26) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described inthe foregoing clauses (1) through (25), provided that any such Lien is limited to all or part of thesame property or assets (plus improvements, accessions, proceeds or dividends or distributions inrespect thereof) that secured (or, under the written arrangements under which the original Lienarose, could secure) the Indebtedness being refinanced or is in respect of property that is thesecurity for a Permitted Lien hereunder.

‘‘Permitted Refinancing Indebtedness’’ means any Indebtedness of the Company or any of its RestrictedSubsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace,defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other thanintercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted RefinancingIndebtedness does not exceed the principal amount (or accreted value, if applicable) of theIndebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accruedinterest on the Indebtedness and the amount of all expenses and premiums incurred inconnection therewith);

212

(2) such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity equal to orgreater than the Weighted Average Life to Maturity of the Indebtedness being extended,refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded issubordinated in right of payment to the notes or any Guarantee, such Permitted RefinancingIndebtedness has a final maturity date later than the final maturity date of, and is subordinatedin right of payment to, the notes or the Guarantee (as applicable) on terms at least as favorableto the holders of notes as those contained in the documentation governing the Indebtednessbeing extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is theobligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased orrefunded; provided that the Company, any Guarantor and any Financing Subsidiary may incurrefinancing Indebtedness in respect of the Company, any Guarantor, or any RestrictedSubsidiary (including any Financing Subsidiary).

‘‘Person’’ means any individual, corporation, partnership, joint venture, association, joint stock company,trust, unincorporated organization, limited liability company or government or other entity.

‘‘Principal’’ means Manuel Lao Hernandez.

‘‘Public Offering’’ means any offering of ordinary shares that are listed on an exchange and/or publiclyoffered (which shall include an offering pursuant to Rule 144A and/or Regulation S under the Securities Act, toprofessional market investors or similar Persons).

‘‘Qualified Director’’ means any member of the Board of Directors of the Company who (a) is not anAffiliate or a Related Party of the Principal, (b) has no direct or indirect financial, business, employment,contractual or other relationship to any transaction for which such director’s status as a Qualified Director is beingdetermined that would interfere with the exercise of such director’s independent judgment and (c) who is not anemployee or officer of the Company or any of its Subsidiaries or an employee or officer of an Affiliate of theCompany.

‘‘Related Party’’ means:

(1) any controlling stockholder, 80% (or more) owned Subsidiary, or Immediate Family member (inthe case of an individual) of the Principal; or

(2) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners,owners or Persons beneficially holding an 80% or more controlling interest of which consist thePrincipal and/or such other Persons referred to in the immediately preceding clause (1).

‘‘Replacement Assets’’ means, with respect to any Asset Sale by the Company or a Restricted Subsidiary,consideration received in the form of:

(1) properties and assets (other than cash or any common stock or other security) that will be usedin a Permitted Business by the Company or a Restricted Subsidiary; or

(2) Capital Stock of any Person (i) that will become, be merged into, be liquidated into or otherwisecombined or amalgamated with, on or within 90 days of the date of acquisition thereof, aRestricted Subsidiary, if such Person is engaged in a Permitted Business or (ii) that is or that willbecome a Restricted Subsidiary engaged in a Permitted Business upon the date of acquisitionthereof.

213

‘‘Restricted Investment’’ means an Investment other than a Permitted Investment.

‘‘Restricted Subsidiary’’ of a Person means any Subsidiary of the referent Person that is not an UnrestrictedSubsidiary.

‘‘S&P’’ means Standard and Poor’s Rating Group.

‘‘Securities Act’’ means the U.S. Securities Act of 1933, as amended.

‘‘Security’’ means any property, proceeds or rights that are mortgaged, pledged, encumbered or over whichthere is a lien, charge or other security interest for the benefit of the holders of the notes as such property,proceeds or rights may be added to, supplemented or replaced in accordance with the terms of the indenture.

‘‘Security Trustee’’ means any Person acting as security trustee with respect to the Security pursuant to theindenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement orsuch successor security trustee as may be appointed thereunder.

‘‘Security Documents’’ means any agreement or undertaking governing the Security.

‘‘Senior RCF’’ means the revolving credit facility dated on or about the Issue Date, by and among theCompany, as borrower, Deutsche Bank AG, London Branch, as original lender, and the other parties thereto,together with related documents thereto (including guarantees and security documents), as amended, extended,renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitations as to amount,terms, conditions, covenants and other provisions) from time to time, and any other one Credit Facility governingIndebtedness incurred to refinance, refund or renew, in whole or in part, such revolving credit facility or asuccessor of such revolving credit facility, whether by the same or any other lender, together with relateddocuments thereto (including guarantees and security documents), as amended, extended, renewed, restated,supplemented or otherwise modified (in whole or in part, and without limitations as to amount, terms, conditions,covenants and other provisions) from time to time; provided that the aggregate principal amount under any suchrevolving credit facility or such other one Credit Facility may in no event exceed in aggregate A100 million.

‘‘Share Pledge Enforcement Sale’’ means any sale or disposition of Capital Stock pursuant to theenforcement of security that secures Indebtedness of the Issuer or any Restricted Subsidiary Incurred incompliance with the indenture.

‘‘Significant Subsidiary’’ means any Subsidiary that would be a ‘‘significant subsidiary’’ as defined inArticle 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effecton the date hereof.

‘‘Stated Maturity’’ means, with respect to any installment of interest or principal on any series ofIndebtedness, the date on which the payment of interest or principal was scheduled to be paid in the originaldocumentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem orrepurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

‘‘Subsidiary’’ means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total votingpower of shares of Capital Stock entitled (without regard to the occurrence of any contingency)to vote in the election of directors, managers or trustees thereof is at the time owned orcontrolled, directly or indirectly, by that Person or one or more of the other Subsidiaries of thatPerson (or a combination thereof); and

214

(2) any partnership (a) the sole general partner or the managing general partner of which is suchPerson or a Subsidiary of such Person or (b) the only general partners of which are that Personor one or more Subsidiaries of that Person (or any combination thereof).

‘‘Subsidiary Guarantors’’ means (i) as of the date of the indenture, Cirsa Interactive Corporation, S.L.;Universal de Desarrollos Electronicos, S.A.; Cirsa Slot Corporation, S.L.; Global Game Machine Corporation,S.A.; Uniplay, S.A.; Comercial de Desarrollos Electronicos, S.A.; Genper, S.A.; Global Casino TechnologyCorporation, S.A.; Casino Cirsa Valencia S.A. (formerly named Casino Monte Picayo, S.A.); Casino NuevaAndalucıa Marbella, S.A.; Cirsa International Gaming Corporation, S.A.; Global Bingo Madrid, S.A.; Global BingoStars, S.A.; Bingos de Madrid Reunidos, S.A.; Cirsa Italia, S.p.A.; and Gaming & Services de Panama S.A.; and(ii) any Restricted Subsidiary that becomes a Guarantor after the date of the indenture pursuant to the covenantentitled ‘‘—Certain Covenants—Additional Guarantees,’’ provided, in each case, that a Subsidiary Guarantor shallcease to be a Subsidiary Guarantor upon release of its Guarantee in accordance with the terms of the indenture.

‘‘Unrestricted Subsidiary’’ means any Subsidiary of the Company (other than the Issuer, any FinancingSubsidiary or its successor) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant toa board resolution, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with the Company or anyRestricted Subsidiary of the Company unless the terms of any such agreement, contract,arrangement or understanding are no less favorable to the Company or such RestrictedSubsidiary than those that might be obtained at the time from Persons who are not Affiliates ofthe Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries hasany direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) tomaintain or preserve such Person’s financial condition or to cause such Person to achieve anyspecified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for anyIndebtedness of the Company or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to thetrustee by filing with the trustee a certified copy of the board resolution giving effect to such designation and anofficers’ certificate certifying that such designation complied with the preceding conditions and was permitted bythe covenant described above under the caption ‘‘—Certain Covenants—Restricted Payments.’’ If, at any time, anyUnrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it willthereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of suchSubsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if suchIndebtedness is not permitted to be incurred as of such date under the covenant described under the caption‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock and Disqualified Stock,’’ theCompany will be in default of such covenant. The Board of Directors of the Company may at any time designateany Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be anincurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of suchUnrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted underthe covenant described under the caption ‘‘—Certain Covenants—Incurrence of Indebtedness and Issuance ofPreferred Stock and Disqualified Stock,’’ calculated on a pro forma basis as if such designation had occurred at thebeginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existencefollowing such designation.

215

‘‘Voting Stock’’ of any Person as of any date means the Capital Stock of such Person that is at the timeentitled to vote in the election of the Board of Directors of such Person.

‘‘Weighted Average Life to Maturity’’ means, when applied to any Indebtedness at any date, the number ofyears obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaininginstallment, sinking fund, serial maturity or other required payments of principal, includingpayment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculatedto the nearest one-twelfth) that will elapse between such date and the making of such payment;by

(2) the then outstanding principal amount of such Indebtedness.

‘‘Wholly Owned Restricted Subsidiary’’ of any specified Person means a Restricted Subsidiary of suchPerson all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifyingshares) will at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of suchPerson and one or more Wholly Owned Restricted Subsidiaries of such Person.

216

BOOK-ENTRY, SETTLEMENT AND CLEARANCE

General

Notes issued to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) willbe represented by one global note in registered form without interest coupons attached (the ‘‘Rule 144A GlobalNote’’) and notes issued to non-US persons outside the United States in reliance on Regulation S under the U.S.Securities Act will initially be represented by one global note in registered form without interest coupons attached(the ‘‘Regulation S Global Note’’ and, together with the Rule 144A Global Note, the ‘‘Global Notes’’). The GlobalNotes will be deposited with a common depositary, and registered in the name of the nominee of the commondepositary for the accounts of Euroclear and Clearstream.

Ownership of interests in the Rule 144A Global Note (the ‘‘Restricted Book-Entry Interests’’) andownership of interests in the Regulation S Global Note (the ‘‘Unrestricted Book-Entry Interests’’ and, togetherwith the Restricted Book-Entry Interests, the ‘‘Book-Entry Interests’’) will be limited to persons that have accountswith Euroclear and/or Clearstream or persons that hold interests through such participants.

Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants throughcustomers’ securities accounts in their respective names on the books of their respective depositaries. Except underthe limited circumstances described below, notes will not be issued in definitive form.

Book-Entry Interests will be shown on, and transfers thereof will be effected only through, recordsmaintained by Euroclear and Clearstream and their participants. The laws of some jurisdictions, including somestates of the United States, may require that certain purchasers of securities take physical delivery of thosesecurities in definitive form. The foregoing limitations may impair your ability to own, transfer or pledgeBook-Entry Interests. In addition, while the notes are in global form, holders of Book-Entry Interests will not beconsidered the owners or ‘‘holders’’ of notes for any purpose.

So long as the notes are held in global form, Euroclear and/or Clearstream, as applicable, will beconsidered the sole holder(s) of the Global Notes for all purposes under the indenture governing the notes. Inaddition, participants must rely on the procedures of Euroclear and Clearstream and indirect participants must relyon the procedures of the participants through which they own Book-Entry Interests to transfer their interests or toexercise any rights of holders under the indenture governing the notes. Neither we nor the trustee will have anyresponsibility or be liable for any aspect of the records relating to the Book-Entry Interests.

Payments on Global Notes

Payments of any amounts owing in respect of the Global Notes (including principal, premium, if any,interest and Additional Amounts, if any) will be made by us to the common depositary or its nominee forEuroclear and Clearstream. The common depositary or its nominee will distribute such payments to participants inaccordance with their procedures. Payments of all such amounts will be made without deduction or withholding foror on account of any present or future taxes, duties, assessments or governmental charges of whatever natureexcept as may be required by law. If any such deduction or withholding is required to be made by any applicablelaw or regulation of Luxembourg or otherwise as described under ‘‘Description of the Notes—AdditionalAmounts,’’ then, to the extent described under ‘‘Description of the Notes—Additional Amounts,’’ such AdditionalAmounts will be paid as may be necessary in order that the net amounts received by any holder of the GlobalNotes or owner of Book-Entry Interests after such deduction or withholding will equal the net amounts that suchholder or owner would have otherwise received in respect of such Global Note or Book-Entry Interest, as the casemay be, absent such withholding or deduction. We expect that payments by participants to owners of Book-EntryInterests held through those participants will be governed by standing customer instructions and customarypractices. Under the terms of the indenture governing the notes, we and the trustee will treat the registered holderof the Global Notes (e.g., Euroclear or Clearstream (or their respective nominees)) as the owner thereof for the

217

purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee nor any of our orthe trustee’s agents have or will have any responsibility or liability for:

(1) any aspect of the records of Euroclear or Clearstream or of any participant or indirectparticipant relating to or payments made on account of a Book-Entry Interest, or formaintaining, supervising or reviewing the records of Euroclear or Clearstream or any participantor indirect participant relating to or payments made on account of a Book-Entry Interest;

(2) Euroclear or Clearstream or any participant or indirect participant; or

(3) the records of the common depositary.

Currency of payment for the Global Notes

The principal of, premium, if any, and interest on, and all other amounts payable in respect of, theGlobal Notes will be paid in euro.

Action by Owners of Book-Entry Interests

Euroclear and Clearstream have advised us that they will take any action permitted to be taken by aholder of notes only at the direction of one or more participants to whose account the Book-Entry Interests in theGlobal Notes are credited and only in respect of such portion of the aggregate principal amount of notes as towhich such participant or participants has or have given such direction. Euroclear and Clearstream will not exerciseany discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Notes.However, if there is an Event of Default under the notes, Euroclear and Clearstream reserve the right to exchangethe Global Notes for Definitive Registered Notes in certificated form, and to distribute such Definitive RegisteredNotes to its participants.

Transfers

Transfers between participants in Euroclear and Clearstream will be effected in accordance withEuroclear’s and Clearstream’s rules and will be settled in immediately available funds. If a holder of notes requiresphysical delivery of Definitive Registered Notes for any reason, including to sell notes to persons in states whichrequire physical delivery of such securities or to pledge such securities, such holder of notes must transfer itsinterest in the Global Notes in accordance with the normal procedures of Euroclear and Clearstream and inaccordance with the procedures set forth in the indenture governing the notes.

The Global Notes will bear a legend to the effect set forth in ‘‘Notice to Investors.’’ Book-Entry Interestsin the Global Notes will be subject to the restrictions on transfers and certification requirements discussed under‘‘Notice to Investors.’’

Transfer of Restricted Book-Entry Interests to persons wishing to take delivery of Restricted Book-EntryInterests will at all times be subject to such transfer restrictions.

Restricted Book-Entry Interests may be transferred to a person who takes delivery in the form of anyUnrestricted Book-Entry Interest only upon delivery by the transferor of a written certification (in the formprovided in the indenture governing the notes) to the effect that such transfer is being made in accordance withRegulation S or Rule 144 (if available) under the U.S. Securities Act.

Any Book-Entry Interest in one of the Global Notes that is transferred to a person who takes delivery inthe form of a Book-Entry Interest in the other Global Note will, upon transfer, cease to be a Book-Entry Interestin the first mentioned Global Note and become a Book-Entry Interest in such other Global Note, and, accordingly,

218

will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interestsin such other Global Note for as long as it remains such a Book-Entry Interest.

Definitive Registered Notes

Under the terms of the indenture governing the notes, owners of the Book-Entry Interests will receiveDefinitive Registered Notes only:

(1) if Euroclear or Clearstream notifies us that it is unwilling or unable to continue to act and asuccessor is not appointed by us within 90 days; or

(2) if Euroclear or Clearstream so requests following an Event of Default under the indenturegoverning the notes.

Information concerning Euroclear and Clearstream

Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance andsettlement of securities transactions between their respective participants through electronic book-entry changes inaccounts of such participants. Euroclear and Clearstream provide to their participants, among other things, servicesfor safekeeping, administration, clearance and settlement of internationally traded securities and securities lendingand borrowing. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstreamparticipants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companiesand certain other organizations. Indirect access to Euroclear or Clearstream is also available to others such asbanks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with Euroclearor Clearstream participants, either directly or indirectly.

Trustee’s Powers

In considering the interests of the holders of the notes, while title to the notes is registered in the nameof a nominee for a clearing system, the trustee may have regard to any information provided to it by that clearingsystem as to the identity (either individually or by category) of its accountholders with entitlements to notes andmay consider such interests as if such accountholders were the holders of the notes.

Enforcement

For the purposes of enforcement of the provisions of the indenture governing the notes against thetrustee, the persons named in a certificate of the holder of the notes in respect of which a Global Note is issuedshall be recognized as the beneficiaries of the trusts set out in the indenture governing the notes to the extent ofthe principal amounts of their interests in notes set out in the certificate of the holder, as if they were themselvesthe holders of notes in such principal amounts.

219

MATERIAL TAX CONSIDERATIONS

Material U.S. Federal Income Tax Consequences to U.S. Holders

IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the Internal RevenueService (the ‘‘IRS’’), we inform you that: (i) any U.S. Federal tax advice contained in this document is notintended or written by us to be used, and cannot be used, by any taxpayer for the purpose of avoiding taxpenalties under the Internal Revenue Code of 1986, as amended (the ‘‘Code’’); (ii) such advice was written inconnection with the promotion or marketing of the transactions or matters addressed herein; and (iii) taxpayersshould seek advice based on their particular circumstances from an independent tax advisor.

This section summarizes the material U.S. Federal income tax consequences to a U.S. Holder (as definedbelow) of the purchase, ownership and disposition of the offered notes. This summary is based upon provisions ofthe Treasury regulations (the ‘‘Regulations’’) and rulings and decisions currently in effect, all of which are subjectto change (possibly with retroactive effect). This discussion does not purport to deal with all aspects of U.S.Federal income taxation that may be relevant to particular investors in light of their personal investmentcircumstances (for example, to persons whose functional currency is not the U.S. dollar, or to persons holdingoffered notes as a position in a ‘‘straddle,’’ as part of a ‘‘hedge,’’ ‘‘constructive sales transaction’’ or ‘‘conversiontransaction’’), nor does it discuss U.S. Federal income tax considerations applicable to certain types of investorssubject to special treatment under the U.S. Federal income tax laws (such as banks, regulated investmentcompanies, real estate investment trusts, dealers in securities, traders in securities electing to mark-to-market,insurance companies, tax-exempt organizations, investors liable for the alternative minimum tax, individualretirement accounts, other tax-deferred accounts and financial institutions). In addition, this discussion does notconsider the effect of any alternative minimum taxes, net investment income taxes, or any foreign, state, local, gift,estate or other tax laws that may be applicable to a particular investor. This discussion assumes that investorspurchase the offered notes as part of the offering and that they hold the offered notes as capital assets within themeaning of Section 1221 of the Code.

If you are considering buying offered notes, we strongly suggest that you consult your tax advisors aboutthe tax consequences of holding the offered notes in your particular situation.

For purposes of the following discussion, a ‘‘U.S. Holder’’ means a beneficial owner of an offered notethat is, for U.S. Federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. Federal income tax purposes) createdor organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. Federal income taxation regardless of its source; or

• a trust if a court within the United States is able to exercise primary supervision over theadministration of the trust and one or more U.S. persons have the authority to control all substantialdecisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S.Federal income tax purposes.

If a partnership or other entity treated as a partnership for U.S. Federal income tax purposes holdsoffered notes, the tax treatment of a partner will generally depend upon the status of the partner and upon theactivities of the partnership. Partners of entities treated as partnerships for U.S. Federal income tax purposesholding offered notes should consult their tax advisors.

220

Stated Interest and Additional Amounts

The gross amount of stated interest on an offered note (including Additional Amounts, if any) willgenerally be taxable to a U.S. Holder as ordinary interest income at the time it is accrued or received inaccordance with the U.S. Holder’s method of accounting for U.S. Federal income tax purposes.

Should any Additional Amounts be required to be paid, in determining a U.S. Holder’s U.S. Federalincome tax liability, such holder will be treated as actually receiving any amount withheld by us with respect to anoffered note as well as any Additional Amount payable by us. Such treatment will be required even though the netamount actually received by the U.S. Holder will generally equal the amount the U.S. Holder would have receivedhad payments of Additional Amounts not been required.

If a U.S. Holder uses the cash method of accounting for U.S. Federal income tax purposes, the amount ofinterest income such holder will realize will be the U.S. dollar value of the payment in euros based on the spotrate of exchange on the date such holder receives the payment. A U.S. Holder that uses the cash method ofaccounting for U.S. Federal income tax purposes generally will not have exchange gain or loss on the interestpayment but may have exchange gain or loss when the holder disposes of any euros the holder receives.

If a U.S. Holder uses the accrual method of accounting for U.S. Federal income tax purposes, the amountof interest income such holder will realize will be the U.S. dollar value of the interest income accrued in a taxableyear based on the average exchange rate in effect during the interest accrual period (or with respect to an interestaccrual period that spans two taxable years, at the average rate for the partial period within the taxable year).Alternatively, an accrual basis U.S. Holder may elect to translate all interest income on the offered notes at thespot rate on the last day of the accrual period (or the last day of the taxable year, in the case of an accrual periodthat spans more than one taxable year) or the date that such holder receives the interest payment if that date iswithin five business days of the end of the accrual period. If a U.S. Holder makes this election, the holder mustapply it consistently to all debt instruments from year to year and cannot change the election without the consentof the IRS. If a U.S. Holder uses the accrual method of accounting for U.S. federal income tax purposes, theholder will recognize foreign currency exchange gain or loss on the receipt of an interest payment if the exchangerate in effect on the date payment is received differs from the rate applicable to the accrual of that interestincome. This exchange gain or loss will generally be treated as U.S. source ordinary income or loss but generallywill not be treated as an adjustment to interest income received on the offered notes.

Original Issue Discount (‘‘OID’’)

The offered notes will have the same U.S. Federal income tax characteristics (including ‘‘issue date’’,‘‘issue price’’ and ‘‘adjusted issue price’’) as the Initial Notes, provided that the offered notes are issued in a‘‘qualified reopening’’ for U.S. Federal income tax purposes. Based on information available to the Issuer, theIssuer believes and intends to take the position that the offered notes are being issued in a ‘‘qualified reopening’’and the remainder of this discussion assumes this is the case. If, as expected, the price of the offered notes in theoffering is greater than the adjusted issue price of the Initial Notes (excluding any amount paid in respect ofaccrued interest), a U.S. Holder will be entitled to reduce or eliminate its periodic inclusions of OID to reflect this‘‘acquisition premium,’’ and may be entitled to reduce its inclusion of interest to reflect ‘‘amortizable bondpremium,’’ as discussed below.

Because the offered notes will have the same characteristics as the Initial Notes, the offered notes will beconsidered to be issued with OID in an amount equal to the difference between the principal amount of theoffered notes and the issue price of the Initial Notes. A U.S. Holder will be required to include in taxable incomefor any particular taxable year the daily portion of the OID described in the preceding sentence that accrues onthe offered note for each day during the taxable year on which such holder holds the offered note, whetherreporting on the cash or accrual basis of accounting for U.S. Federal income tax purposes. Thus, a U.S. Holderwill be required to include OID in income in advance of the receipt of the cash to which such OID is attributableand generally will have to include increasingly greater amounts of OID over the life of the Notes. The daily

221

portion is determined by allocating to each day of an accrual period (generally, the period between interestpayments or compounding dates) a pro rata portion of the OID allocable to such accrual period. The amount ofOID that will accrue during an accrual period other than the final accrual period is the product of the ‘‘adjustedissued price’’ of the offered note at the beginning of the accrual period and the yield to maturity of the offerednote, less the amount of any stated interest allocable to such accrual period. The ‘‘adjusted issue price’’ of anoffered note at the beginning of an accrual period will equal the issue price of the Initial Notes, increased by theaggregate amount of OID that has accrued on the offered note in all prior accrual periods (including accrualperiods of the Initial Notes that occur prior to the issuance of the offered notes in the offering), determinedwithout regard to the amortization of any acquisition or bond premium, as described below, and decreased by anypayments made during all prior accrual periods, other than payments of stated interest on the offered note. OIDallocable to a final accrual period is the difference between the amount payable at maturity, other than anyamount paid in respect of accrued interest, and the adjusted issue price at the beginning of the final accrualperiod. Special rules will apply for calculating the OID for an initial short accrual period.

A U.S. Holder generally must include in income the U.S. dollar value of the euro OID in the mannerdiscussed above for accrual basis taxpayers. Upon receipt of previously accrued OID, a U.S. Holder generally willrecognize foreign currency exchange gain or loss equal to the difference between the U.S. dollar amount of theOID previously accrued and the U.S. dollar value of the euro received at the spot exchange rate on the date ofreceipt. For these purposes, all receipts on a note will be viewed (i) first, as the receipt of any stated interestpayments called for under the terms of the note, (ii) second, as receipts of previously accrued OID (to the extentthereof), with payments considered made for the earliest accrual periods first, and (iii) third, as the receipt ofprincipal.

Acquisition Premium

A U.S. Holder that purchases offered notes in the offering for an amount (excluding any amount paid inrespect of accrued interest) less than or equal to the offered note’s principal amount but in excess of the adjustedissue price of the offered note (this excess being ‘‘acquisition premium’’) and that does not make the electiondescribed below under ‘‘—Election to Treat All Interest as Original Issue Discount’’ will reduce the daily portionsof OID by a fraction, the numerator of which is the excess of the U.S. Holder’s adjusted basis in the offered noteimmediately after its purchase over the offered note’s adjusted issue price, and the denominator of which is theexcess of the offered note’s principal amount over the offered note’s adjusted issue price. Acquisition premium willbe computed in euros and acquisition premium that is taken into account currently will reduce OID income inunits of euros. On the date acquisition premium offsets OID income, a U.S. Holder will recognize U.S. sourceexchange gain or loss (taxable as ordinary income or loss) on the amount of such acquisition premium measuredby the difference between the spot rate in effect on that date and on the date the offered notes were acquired bythe U.S. Holder.

Offered Notes Purchased at a Premium

A U.S. Holder that purchases an offered note for an amount in excess of its principal amount (excludingany amount paid in respect of accrued interest) will not be required to include any OID in income. A U.S. Holdermay elect to treat the excess as ‘‘amortizable bond premium’’, in which case the amount of interest on the offerednote required to be included in the U.S. Holder’s income each year will be reduced by the amount of amortizablebond premium allocable (based on the offered note’s yield to maturity) to that year. The amount of amortizablebond premium for each taxable year is the sum of the daily portions of bond premium with respect to the offerednote for each day during the taxable year or portion of the taxable year on which the U.S. Holder holds theoffered note. The daily portion is determined by allocating to each day in any ‘‘accrual period’’ a pro rata portionof the bond premium allocable to that accrual period. Accrual periods with respect to an offered note may be ofany length selected by the U.S. Holder and may vary in length over the term of the offered note as long as (i) noaccrual period is longer than one year; and (ii) each scheduled payment of interest or principal on the offered noteoccurs on either the final or first day of an accrual period. The amount of bond premium allocable to an accrualperiod equals the excess of (a) the sum of the payments of stated interest on the offered note allocable to the

222

accrual period over (b) the product of the offered note’s adjusted acquisition price at the beginning of the accrualperiod and the offered note’s yield to maturity (determined on the basis of compounding at the close of eachaccrual period and properly adjusted for the length of the accrual period). The ‘‘adjusted acquisition price’’ of anoffered note at the beginning of any accrual period is the U.S. Holder’s purchase price for the offered note,decreased by the amount of bond premium for each prior accrual period. Bond premium will be computed ineuros and amortizable bond premium that is taken into account currently will reduce interest income in units ofeuros. On the date amortized bond premium offsets interest income, a U.S. Holder will recognize U.S. sourceexchange gain or loss (taxable as ordinary income or loss) on the amount of such amortizable bond premiummeasured by the difference between the spot rate in effect on that date, and on the date the offered notes wereacquired by the U.S. Holder. A U.S. Holder that does not elect to take bond premium into account currently willrecognize a market loss when the offered note matures. Any election to amortize bond premium applies to allbonds (other than bonds the interest on which is excludible from gross income for U.S. Federal income taxpurposes) held by the U.S. Holder at the beginning of the first taxable year to which the election applies orthereafter acquired by the U.S. Holder, and is irrevocable without the consent of the IRS.

Election to Treat All Interest as Original Issue Discount

A U.S. Holder may elect to treat all interest on an offered note as OID and calculate the amountincludible in gross income under the constant yield method described above. The election is to be made for thetaxable year in which a U.S. Holder acquires an offered note and may not be revoked without the consent of theIRS. U.S. Holders should consult with their own tax advisors about this election.

The rules regarding OID are complex. U.S. Holders are strongly urged to consult their own tax advisorsregarding the application of these rules in light of their particular circumstances.

Pre-Issuance Accrued Interest

A portion of the purchase price of the offered notes will be attributable to the amount of interest accruedafter November 15, 2013 and prior to the date the offered notes are issued, or ‘‘pre-issuance accrued interest.’’ Inaccordance with applicable Regulations, an election may be made for U.S. Federal income tax purposes to treat aportion of the first interest payment as a nontaxable return of the pre-issuance accrued interest. If this election isnot made, the U.S. Federal income tax treatment of any pre-issuance accrued interest is not entirely clear. U.S.Holders should consult their tax advisers concerning the U.S. Federal income tax treatment of pre-issuance accruedinterest.

Disposition of Offered Notes

Upon the sale, exchange, retirement or other disposition of an offered note, a U.S. Holder will generallyrecognize taxable gain or loss equal to the difference between the amount realized (not including any amountsreceived that are attributable to accrued and unpaid stated interest, which will be taxable as interest income, andexchange gain or loss on such accrued and unpaid interest, as set out above) and the U.S. Holder’s adjusted taxbasis in the offered note. A U.S. Holder’s adjusted tax basis in an offered note generally will be its U.S. dollar costcalculated at the exchange rate in effect on the date of purchase, increased by any OID included in the U.S.Holder’s income prior to the disposition of the offered note and decreased by any amortizable bond premiumapplied to reduce stated interest on the offered note and payments received on the offered note other than statedinterest. If an offered note is sold or otherwise disposed of for an amount denominated in foreign currency, theamount realized will generally be based on the spot rate of exchange in effect on the date of such sale ordisposition.

If, however, the offered notes are traded on an established securities market, a special rule applies for thedetermination of the amount realized and the basis of the offered notes held by a cash basis taxpayer. Pursuant tothis rule, units of foreign currency paid or received are translated into U.S. dollars at the spot rate on thesettlement date of the purchase or sale. An accrual basis taxpayer may elect the same treatment required of cash

223

basis taxpayers with respect to purchases and sales of offered notes that are traded on an established securitiesmarket, provided the election is applied consistently from year to year. Such election may not be changed withoutthe consent of the IRS.

Gain or loss on the sale, exchange, retirement or other disposition of an offered note that is attributableto changes in currency exchange rates will be ordinary income or loss and will be characterized as exchange gain orloss. Exchange gain or loss will generally equal the difference between (i) the U.S. dollar value of the issue price ofthe offered note in euros determined using the spot exchange rate on the date of the sale, exchange, retirement, orother disposition, or, if the offered notes are traded on an established securities market, the spot rate on thesettlement date in the case of a cash basis or an electing accrual basis U.S. Holder and (ii) the U.S. dollar value ofthe issue price of the offered note in euros determined using the spot exchange rate on the date the U.S. Holderacquired the offered note. Such gain or loss will be recognized only to the extent of the total gain or loss realizedby the U.S. Holder on the sale, exchange, retirement or other disposition of the offered note, and will generally betreated as U.S. source ordinary income or loss for U.S. Federal income tax purposes.

Gain or loss in excess of exchange gain or loss will be capital gain or loss, and will be long-term capitalgain or loss if the offered note was held for more than one year at the time of the disposition. Certain U.S.Holders (including individuals) are eligible for preferential rates of U.S. Federal income tax in respect of long-termcapital gain. The deduction of capital losses is subject to significant limitations. Gain or loss recognized by a U.S.Holder generally will be treated as U.S. source income or loss. Prospective investors should consult their own taxadvisors with respect to the treatment of capital gains and losses.

Discharge

Were we to obtain a discharge of the indenture within one year of the offered notes becoming due andpayable with respect to all of the offered notes then outstanding, as described above under ‘‘Description of theNotes—Satisfaction and Discharge’’, such discharge would generally be deemed to constitute a taxable exchange ofthe offered notes outstanding for other property, namely, the funds deposited with the trustee. In such case, a U.S.Holder would be required to recognize taxable gain or loss in connection with such deemed exchange in a mannercomparable to that discussed above under ‘‘—Disposition of Offered Notes.’’ In addition, after such deemedexchange, a U.S. Holder might also be required to recognize income (likely interest and/or OID) from theproperty deemed to have been received in such exchange over the remaining life of the transaction in a manner oramount that is different than had the discharge not occurred.

Foreign Tax Credit Considerations

Interest (including any accrued OID) and Additional Amounts, if any, paid on the offered notes willconstitute foreign source income for foreign tax credit limitation purposes. The limitation on foreign taxes eligiblefor the U.S. foreign tax credit is calculated separately with respect to specific ‘‘baskets’’ of income. For thispurpose, the interest on the offered notes should generally constitute ‘‘passive category income.’’ However, in thecase of certain persons engaged in financial businesses, the interest income will be in the ‘‘general categoryincome’’ basket.

If a U.S. Holder does not meet a minimum holding period with respect to the offered notes during whichthe holder is not protected from risk of loss, such holder will not receive a foreign tax credit for foreign taxesimposed with respect to the offered notes. The rules governing the foreign tax credit are complex. Prospectiveinvestors should consult their own tax advisors as to the foreign tax credit implications of such interest paid oraccrued in respect of an offered note.

Reportable Transactions

Regulations meant to require the reporting of certain tax shelter transactions could be interpreted tocover transactions generally not regarded as tax shelters, including certain foreign currency transactions. Under the

224

Regulations, certain transactions are required to be reported to the IRS including, in certain circumstances, a sale,exchange, retirement or other taxable disposition of an offered note or foreign currency received in respect of anoffered note to the extent that such sale, exchange, retirement or other taxable disposition results in a tax loss inexcess of a threshold amount ($50,000 for individuals). Holders considering the purchase of the offered notesshould consult with their own tax advisors to determine the tax return obligations, if any, with respect to aninvestment in the offered notes, including any requirement to file IRS Form 8886 (Reportable TransactionDisclosure Statement).

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to payments of principal, interest and accrualsof OID on an offered note and to the proceeds of a sale of an offered note made to U.S. Holders. Backupwithholding may apply to such payments, including payments of accrued OID, or proceeds if the beneficial ownerfails to provide a correct taxpayer identification number or to otherwise comply with the applicable backupwithholding rules. Certain persons that provide an appropriate certification or otherwise qualify for exemption arenot subject to the backup withholding and information reporting requirements.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rulesfrom a payment made to a holder generally may be claimed as a refund or credit against such holder’s U.S.Federal income tax liability provided the appropriate information is furnished to the IRS.

Foreign Financial Asset Reporting

Legislation enacted in 2010 imposes reporting requirements on the holding of certain foreign financialassets, including debt of foreign entities, if the aggregate value of all of these assets exceeds $50,000 at the end ofthe taxable year or $75,000 at any time during the taxable year. The offered notes are expected to constituteforeign financial assets subject to these requirements unless the Notes are held in an account at a financialinstitution (in which case, the account may be reportable if maintained by a foreign financial institution). U.S.Holders should consult their tax advisors regarding the application of this legislation.

Taxation in the Kingdom of Spain

This section does not purport to deal with all aspects of Spanish taxation that relate to investment innotes or that may be relevant to particular investors in light of their personal investment circumstances. If you areconsidering buying notes, you should consult your own tax advisor concerning the tax consequences of holding thenotes in your particular situation.

Although no clear precedent with regard to the position of the Spanish tax authorities exists regardingsimilar transactions, income payments made under the Guarantee by the Guarantor may be deemed to be Spanishsource income by them on the basis that the Guarantor has assumed all the obligations of the issue. In the eventthat income payments made under the Guarantee by the Guarantor are deemed to be Spanish source income, suchpayments will be subject to taxation pursuant to Spanish law either (i) in the case of Spanish individual taxresidents at a 27% tax rate (although a 21% tax rate will apply to the first A6,000 and a 25% tax rate will apply tothe next A18,000); (ii) in the case of non-Spanish tax residents without a permanent establishment in Spain, at a21% tax rate, subject to the exceptions referred to in the paragraph below; or (iii) in the case of Spanish corporatetax residents or non-residents operating through a permanent establishment in Spain to which the income isattributable, at the corresponding Spanish corporate income tax rate.

Any interest payments and capital gains under the Guarantee, however, will not be subject to Spanishwithholding tax in case of holders of notes being residents, for tax purposes, of a European Union Member Stateother than Spain and not acting through a territory considered as a tax haven pursuant to Royal Decree 1080/1991of 5 July 1991 nor through a permanent establishment in Spain. In addition, Spanish withholding tax, if any, maybe reduced or eliminated pursuant to, and in accordance with, any applicable double taxation treaty to which the

225

Kingdom of Spain is a party and that may be applicable in respect to any interest payment due or that becomesdue under the notes. For these tax benefits to apply, a certificate of tax residency issued by the competent taxauthority required by the Spanish tax authorities must be submitted to the Guarantor showing that the holders ofthe notes are residents of the relevant European Union Member State or Treaty State. The certificate must bedated not more than 12 months prior to the date of application.

Luxembourg Taxation

The following is a summary of certain Luxembourg tax considerations applicable to certain holders of thenotes. This information is of a general nature only and does not purport to be a comprehensive description of alltax implications that might be relevant to an investment decision. Holders of the notes who are in doubt as to theirtax position should consult their professional advisers.

Withholding tax

All payments of interest and principal by the Issuer in the context of the holding, disposal, redemptionrefund or exchange of the notes can be made free and clear of any withholding or deduction for or on account ofany taxes of whatsoever nature imposed, levied, withheld, or assessed by Luxembourg or any political subdivisionor taxing authority thereof or therein, in accordance with applicable Luxembourg law, subject to the application ofthe laws dated 21 June 2005, as amended, implementing in Luxembourg domestic law the Council Directive2003/48/EC of 3 June 2003 (the ‘‘EU Savings Directive’’) and several agreements concluded with certain dependentor associated territories and providing for the possible application of a withholding tax (35%) on interest paid tocertain non-Luxembourg resident investors (individuals and certain types of entities called ‘‘residual entities’’) inthe event of the Issuer appointing a paying agent in Luxembourg within the meaning of the above mentioneddirective (see paragraph ‘‘EU Savings Directive’’ below) or agreements, as well as subject to the application,regarding Luxembourg resident individuals, of the Luxembourg law of 23 December 2005, which has introduced a10% withholding tax (which is final when Luxembourg resident individuals are acting in the context of themanagement of their private wealth) on savings income (i.e., with certain exemptions, savings income within themeaning of the Luxembourg laws of 21 June 2005 implementing the EU Savings Directive).

Responsibility for the withholding of tax in application of the above mentioned Luxembourg laws of21 June 2005 and 23 December 2005 is assumed by the Luxembourg paying agent within the meaning of these lawsand not by the Issuer.

The Luxembourg government has announced its intention to elect out of the withholding system in favorof an automatic exchange of information with effect as from 1 January 2015.

Taxes on Income and Capital Gains

Luxembourg resident holders of notes will not be liable for any Luxembourg income tax on repayment ofprincipal.

Interest received by an individual resident in Luxembourg is, in principle reportable and taxable at theprogressive rate unless the interest has been subject to withholding tax (see above ‘‘Withholding tax’’) or to the selfapplied tax.

Pursuant to the law of 23 December 2005 as amended by the law of 17 July 2008, Luxembourg residentindividuals, acting in the framework of their private wealth can opt to self declare and pay a 10% tax on interestpayments made after 31 December 2007 by paying agents (defined in the same way as in the EU SavingsDirective) located in a EU Member State other than Luxembourg, a Member State of the European EconomicArea other than an EU Member State or in a State or territory which has concluded an international agreementdirectly related to the EU Savings Directive. This tax represents the final tax liability for Luxembourg individualresident taxpayers receiving the interest payment in the course of their private wealth. Individual Luxembourg

226

resident holders of notes receiving the interest as business income must include this interest in their taxable basis.If applicable, the 10% Luxembourg withholding tax levied will be credited against their final income tax liability.

Luxembourg resident individual holders of notes are not subject to taxation on capital gains upon thedisposal of the notes, unless the disposal of the notes precedes the acquisition of the notes or the notes aredisposed of within six months of the date of acquisition of these notes. Upon the sale, redemption or exchange ofthe notes, accrued but unpaid interest will be subject to the 10% withholding tax or the self applied tax, ifapplicable. Individual Luxembourg resident holders of notes receiving the interest as business income must alsoinclude the portion of the price corresponding to this interest in their taxable income. The 10% Luxembourgwithholding tax levied will be credited against their final income tax liability.

Luxembourg resident corporate holders of notes, or non-residents holders of notes which have apermanent establishment, a permanent representative or a fixed base of business in Luxembourg with which theholding of the notes is connected, must for income tax purposes include in their taxable income any interest(including accrued but unpaid interest) as well as the difference between the sale or redemption price and thelower of the cost or book value of the notes sold or redeemed.

Luxembourg resident corporate holders of notes which are companies benefiting from a special taxregime (such as family wealth management companies subject to the law of 11 May 2007, undertakings forcollective investment subject to the law of 17 December 2010 or specialized investment funds subject to the law of13 February 2007) are tax exempt entities in Luxembourg. Such entities are not subject to any Luxembourg tax(i.e., corporate income tax, municipal business tax and net wealth tax) other than the annual subscription taxcalculated on their (paid up) share capital (and share premium) or net asset value.

Net Wealth Tax

Luxembourg net wealth tax will not be levied on a corporate holder of a note unless:

• such holder is, or is deemed to be, resident in Luxembourg for the purpose of the relevantprovisions, with the exception of the following entities that are net wealth tax exempt, being(i) undertakings for collective investment within the meaning of the laws of 17 December 2010 or of13 February 2007, (ii) investment companies in risk capital (SICARs) within the meaning of the lawdated 15 June 2004, (iii) securitization entities within the meaning of the law dated 22 March 2004and (iv) family wealth management companies within the meaning of the law of 11 May 2007; or

• such note is attributable to an enterprise or part thereof which is carried on through a permanentestablishment or a permanent representative in Luxembourg.

Inheritance and Gift Tax

Where the notes are transferred for no consideration:

• No Luxembourg inheritance tax is levied on the transfer of the notes upon death of a holder of anote in cases where the deceased holder was not a resident of Luxembourg for inheritance taxpurposes;

• Luxembourg gift tax will be levied in the event that the gift is made pursuant to a notarial deedsigned before a Luxembourg notary or is registered in Luxembourg.

Value Added Tax

There is no Luxembourg value added tax payable in respect of payments in consideration for the issue ofthe notes or in respect of the payment of interest or principal under the notes or the transfer of a note; provided

227

that Luxembourg value added tax may, however, be payable in respect of fees charged for certain services renderedto the Issuer, if for Luxembourg value added tax purposes such services are rendered, or are deemed to berendered, in Luxembourg and an exemption from value added tax does not apply with respect to such services.

Other Taxes and Duties

Under Luxembourg tax law and current administration practice, it is not compulsory that the notes berecorded or enrolled with any court or other authority in Luxembourg or that registration tax, transfer tax, capitaltax, stamp duty or any other similar tax or duty (other than court fees and contributions for the registration withthe Chamber of Commerce) be paid in respect of or in connection with the execution, delivery and/or enforcementby legal proceedings (including any foreign judgment in the courts of Luxembourg) of the notes in accordancetherewith, except that in case of court proceedings in a Luxembourg court (including but not limited to aLuxembourg Insolvency Proceeding), registration of the notes may be ordered by the court (and even in theabsence of such order, registration could in principle be required in the event the notes are produced eitherdirectly or by way of reference before such Luxembourg court, including in any act introducing legal proceedings),in which case the notes will be subject to a fixed duty of A12 or an ad valorem duty. Registration would inprinciple further be ordered, and the same registration duties could be due, when the notes are produced, eitherdirectly or by way of reference, before an official authority (autorite constituee) in Luxembourg.

Residence

A holder of a note will not become resident, or deemed to be resident, in Luxembourg by reason only ofthe holding of such note or the execution, performance, delivery and/or enforcement of that or any other note.

EU Savings Directive

On 3 June 2003, the EU Council of Economic and Finance Ministers adopted a new directive regardingthe taxation of savings income (the ‘‘EU Savings Directive’’). The EU Savings Directive is, in principle, applied byMember States as from 1 July 2005 and has been implemented in Luxembourg by the laws of 21 June 2005. Underthe EU Savings Directive, each Member State is required to provide to the tax authorities of another MemberState details of payments of interest or other similar income paid by a paying agent within the meaning of the EUSavings Directive to an individual resident or certain types of entities called ‘‘residual entities’’ established in thatother Member State (or certain dependent and associated territories i.e., Jersey, Guernsey, Isle of Man,Montserrat, British Virgin Islands, Aruba and Curacao, Sint Maarten, as well as Bonaire, Saba and Saint Eustatius(i.e., the former Netherlands Antilles)). For a transitional period, however, Austria, Belgium and Luxembourg arepermitted to apply an optional information reporting system whereby if a beneficial owner does not comply withone of two procedures for information reporting, the Member State will levy a withholding tax on payments tosuch beneficial owner. By Royal Decree dated 27 September 2009 and published in the Belgian Official Gazette on1 October 2009, the Belgian State elected to abandon the transitional withholding system and provide informationin accordance with the Directive as from 1 January 2010. The current rate of withholding is of 35% and thewithholding tax system will apply for a transitional period. The transitional period is to terminate at the end of thefirst full fiscal year following agreement by certain non-EU countries to the exchange of information relating tosuch payments. See ‘‘European Union Directive on the Taxation of Savings Income in the Form of InterestPayments’’ (Council Directive 2003/48/EC).

Also with effect from 1 July 2005, a number of non-EU countries (Switzerland, Andorra, Liechtenstein,Monaco and San Marino) and certain dependent or associated territories (Jersey, Guernsey, Isle of Man,Montserrat, British Virgin Islands, Anguilla, Turks and Caıcos, Cayman Islands, Aruba and Curacao, Sint Maarten,as well as Bonaire, Saba and Saint Eustatius (i.e., the former Netherlands Antilles)) have agreed to adopt similarmeasures (either provision of information or transitional withholding) in relation to payments made by a payingagent (within the meaning of the EU Savings Directive) within its jurisdiction to, or collected by such a payingagent for, an individual resident or a residual entity established in a Member State. In addition, the Member Stateshave entered into reciprocal provision of information or transitional withholding arrangements with certain of

228

those dependent or associated territories (Jersey, Guernsey, Isle of Man, Montserrat, British Virgin Islands, Aruba,Curacao, Sint Maarten, as well as Bonaire, Saba and Saint Eustatius (i.e., the former Netherlands Antilles)) inrelation to payments made by a paying agent (within the meaning of the EU Savings Directive) in a Member Stateto, or collected by such a paying agent for, an individual resident or a residual entity established in one of thoseterritories.

On 15 September 2008 the European Commission issued a report to the Council of the European Unionon the operation of the Directive, which included the Commission’s advice on the need for changes to theDirective. On 13 November 2008, the European Commission published a detailed proposal for amendments to theDirective. The European Parliament approved an amended version of this proposal on 24 April 2009. If any ofthose proposed changes are made in relation to the Directive they may amend or broaden the scope of therequirements described above.

The Luxembourg government has announced its intention to elect out of the withholding system in favorof an automatic exchange of information with effect as from 1 January 2015.

EU Proposed Financial Transactions Tax (‘‘FTT’’)

The European Commission has published a proposal for a Directive for a common FTT in Belgium,Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the ‘‘ParticipatingMember States’’).

The proposed FTT has very broad scope and could, if introduced in its current form, apply to certaindealings in the Notes (including secondary market transactions) in certain circumstances. Primary markettransactions referred to in Article 5(c) of Regulation (EC) No 1287/2006 are exempt.

Under current proposals the FTT could apply in certain circumstances to persons both within and outsideof the Participating Member States. Generally, it would apply to certain dealings in the Notes where at least oneparty is a financial institution, and at least one party is established in a participating Member State. A financialinstitution may be, or be deemed to be, ‘‘established’’ in a participating Member State in a broad range ofcircumstances, including (a) by transacting with a person established in a participating Member State or (b) wherethe financial instrument which is subject to the dealings is issued in a participating Member State.

The FTT proposal remains subject to negotiation between the Participating Member States and is thesubject of legal challenge. It may therefore be altered prior to any implementation, the timing of which remainsunclear. Additional EU Member States may decide to participate. Prospective holders of the Notes are advised toseek their own professional advice in relation to the FTT.

229

ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of the notes byemployee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974,as amended (‘‘ERISA’’), plans, individual retirement accounts and other arrangements that are subject toSection 4975 of the Code or provisions under any Federal, state, local, non-U.S. or other laws or regulations thatare similar to such provisions of ERISA or the Code (collectively, ‘‘Similar Laws’’), and entities whose underlyingassets are considered to include ‘‘plan assets’’ of such plans, accounts and arrangements pursuant to the U.S.Department of Labor ‘‘plan assets’’ regulation, 29 CFR Section 2510.3-101, as amended by Section 3(42) of ERISA(each, a ‘‘Plan’’).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I ofERISA or Section 4975 of the Code (an ‘‘ERISA Plan’’) and prohibit certain transactions involving the assets of anERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercisesany discretionary authority or control over the administration of such an ERISA Plan or the management ordisposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or othercompensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the notes of a portion of the assets of any Plan, a fiduciary shoulddetermine whether the investment is in accordance with the documents and instruments governing the Plan andthe applicable provisions of ERISA, the Code or any Similar Law relating to the fiduciary’s duties to the Planincluding, without limitation, the prudence, diversification, delegation of control and prohibited transactionprovisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Laws

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specifiedtransactions involving plan assets with persons or entities who are ‘‘parties in interest’’, within the meaning ofSection 3(14) of ERISA, or ‘‘disqualified persons’’, within the meaning of Section 4975 of the Code, unless anexemption is available. A party in interest or disqualified person who engages in a non-exempt prohibitedtransaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. Inaddition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subjectto penalties and liabilities under ERISA and the Code.

The acquisition and/or holding of the notes by a Plan with respect to which the Issuers or any of theiraffiliates are considered a party in interest or a disqualified person may constitute or result in a direct or indirectprohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment isacquired and is held in accordance with an applicable statutory, class or individual prohibited transactionexemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions(‘‘PTCEs’’) that may apply to the acquisition and holding of the notes. These class exemptions include, withoutlimitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers,PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collectiveinvestment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respectingtransactions determined by in-house asset managers. There can be no assurance that any class exemption or anyother exemption will be available with respect to any particular transaction involving the notes, or that if anexemption is available, it will cover all aspects of any particular transaction.

Because of the foregoing, the notes should not be purchased or held by any person investing ‘‘plan assets’’of any Plan, unless such purchase and holding will not constitute or result in a non-exempt prohibited transactionunder ERISA and the Code or a violation of any applicable Similar Laws.

230

Representation

Accordingly, by acceptance of a Note or any interest therein, each purchaser and holder (including eachtransferee) will be deemed to have represented and warranted at the time of its purchase and throughout theperiod that it holds such Note or interest therein, that (A) either (i) it is not, and is not acting on behalf of (andfor so long as it holds such Note (or any interest therein) will not be, or be acting on behalf of), a Plan, and is notacquiring the Note directly or indirectly with the assets of a person who is or while the Note is held will be, a Plan,or (ii) the purchase and holding of the notes will not constitute or result in a non-exempt prohibited transactionunder Section 406 of ERISA or Section 4975 of the Code or a violation under any applicable Similar Laws andwill not subject the Issuer to any laws, rules, or regulations applicable to such Plan solely as a result of theinvestment in the Issuer by such Plan, (B) neither the Issuer nor any of its affiliates is a ‘‘fiduciary’’ (within themeaning of ERISA Section 3(21) or any Similar Laws) with respect to the purchaser or holder in connection withsuch person’s purchase or holding of the notes, or as a result of any exercise by the Issuer or any of its affiliates ofany rights in connection with the notes, and (C) it will not sell or otherwise transfer any such Note or interest toany person without first obtaining these same foregoing deemed representations, warranties and covenants fromthat person.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to thecomplexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibitedtransactions, it is particularly important that fiduciaries, or other persons considering purchasing the notes onbehalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA,Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicableto the purchase and holding of the notes.

The sale of notes to a Plan is in no respect a representation by the Issuers that such an investment meetsall relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that suchan investment is appropriate for Plans generally or any particular Plan.

231

NOTICE TO INVESTORS

The Issuer has not registered the notes under the U.S. Securities Act and, therefore, the notes may notbe offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant toan exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.Accordingly, the notes are only to be offered and sold to:

• QIBs in compliance with Rule 144A under the U.S. Securities Act; and

• in offers and sales that occur outside the United States to foreign purchasers, that is, purchasers whoare not U.S. persons.

The term ‘‘foreign purchasers’’ includes dealers or other professional fiduciaries in the United Statesacting on a discretionary basis for foreign beneficial owners, other than an estate or trust, in offshore transactionsmeeting the requirements of Rule 903 of Regulation S. We use the terms ‘‘offshore transaction,’’ ‘‘U.S. person’’and ‘‘United States’’ with the meanings given to them in Regulation S.

If you purchase notes, you will be deemed to have represented and agreed as follows:

(1) You understand and acknowledge that the notes have not been registered under the U.S.Securities Act or any other applicable securities laws and that the notes are being offered forresale in transactions not requiring registration under the U.S. Securities Act or any othersecurities laws, including sales pursuant to Rule 144A, and, unless so registered, may not beoffered, sold or otherwise transferred except in compliance with the registration requirements ofthe U.S. Securities Act or any other applicable securities laws, pursuant to an exemptiontherefrom, or in a transaction not subject thereto, and in each case in compliance with theconditions for transfer set forth in paragraph (4) below.

(2) You are not our ‘‘affiliate’’ (as defined in Rule 144), you are not acting on our behalf and youare either:

(a) a QIB and are aware that any sale of these notes to you will be made in reliance onRule 144A and such acquisition will be for your own account or for the account ofanother QIB; or

(b) not a ‘‘U.S. person’’ as defined in Regulation S or purchasing for the account or benefitof a U.S. person (other than a distributor) and you are purchasing notes in an offshoretransaction in accordance with Regulation S.

(3) You acknowledge that neither the Issuer, the Initial Purchaser nor any person representing theIssuer or the Initial Purchaser has made any representation to you with respect to the Issuer orthe offer or sale of any of the notes, other than the information contained in this listing circular,which listing circular has been delivered to you and upon which you are relying in making yourinvestment decision with respect to the notes. You acknowledge that the Initial Purchaser makesno representation or warranty as to the accuracy or completeness of this listing circular. Youhave had access to such financial and other information concerning us and the notes, includingan opportunity to ask questions of, and request information from, the Issuer and the InitialPurchaser.

(4) You are purchasing notes for your own account, or for one or more investor accounts for whichyou are acting as a fiduciary or agent, in each case for investment, and not with a view to, or foroffer or sale in connection with, any distribution thereof in violation of the U.S. Securities Act,subject to any requirement of law that the disposition of your property or the property of such

232

investor account or accounts be at all times within your or their control and subject to your ortheir ability to resell such notes pursuant to Rule 144A, Regulation S or any other availableexemption from registration available under the U.S. Securities Act. You agree on your ownbehalf and on behalf of any investor account for which you are purchasing the notes, and eachsubsequent holder of these notes by its acceptance thereof will agree, to offer, sell or otherwisetransfer such notes prior to (x) the date which is one year (or such shorter period of time aspermitted by Rule 144(k) under the U.S. Securities Act or any successor provision thereunder)after the later of the date of the original issue of these notes and the last date on which theIssuer or any of its affiliates were the owner of such notes (or any predecessor thereto) or(y) such later date, if any, as may be required by applicable law (the ‘‘Resale RestrictionTermination Date’’) only:

(a) to us;

(b) pursuant to a registration statement which has been declared effective under the U.S.Securities Act;

(c) for so long as the notes are eligible for resale pursuant to Rule 144A, to a person youreasonably believe is a QIB that purchases for its own account or for the account ofanother QIB to whom you give notice that the transfer is being made in reliance onRule 144A;

(d) pursuant to offers and sales to non-U.S. persons occurring outside the United Stateswithin the meaning of Regulation S; or

(e) pursuant to any other available exemption from the registration requirements of theU.S. Securities Act,

subject in each of the foregoing cases to any requirement of law that the disposition of the seller’s property or theproperty of an investor account or accounts be within the seller or account’s control, and in compliance with anyapplicable state securities laws.

The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.You acknowledge that the Issuer, the trustee and the registrar reserve the right prior to any offer, sale or othertransfer of the notes pursuant to clause (d) above prior to the end of the 40-day distribution compliance periodwithin the meaning of Regulation S or pursuant to clause (e) above prior to the Resale Restriction TerminationDate of the notes to require the delivery of an opinion of counsel, certifications and/or other informationsatisfactory to us, the trustee and the registrar.

Each purchaser acknowledges that each Note will contain a legend substantially in the following form:

‘‘THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE ‘‘U.S. SECURITIES ACT’’), OR OTHER SECURITIES LAWS OF ANY STATE OROTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREINMAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISEDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPTFROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) ITIS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ (AS DEFINED IN RULE 144A UNDER THE U.S.SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN‘‘OFFSHORE TRANSACTION’’ PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S.SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS ONE YEAR

233

(OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE U.S.SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THEORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAYON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WERE THE OWNERS OF THIS NOTE(OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BEREQUIRED BY APPLICABLE LAW (THE ‘‘RESALE RESTRICTION TERMINATION DATE’’), OFFER,SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO AREGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S.SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TORULE 144A UNDER THE U.S. SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A‘‘QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIESACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHERQUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEINGMADE IN RELIANCE ON RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO OFFERSAND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THEMEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANYOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S.SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTEIS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDEDTHAT THE ISSUER, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANYSUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDERTHE U.S. SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTIONTERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OROTHER INFORMATION SATISFACTORY TO THE ISSUER, THE TRUSTEE AND THE REGISTRAR ISCOMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPONTHE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. ASUSED HEREIN, THE TERMS ‘‘OFFSHORE TRANSACTION,’’ ‘‘UNITED STATES’’ AND ‘‘U.S. PERSON’’HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE U.S. SECURITIES ACT.’’

If you purchase notes, you will also be deemed to acknowledge that the foregoing restrictions apply toholders of beneficial interests in these notes as well as to holders of these notes.

(1) You acknowledge that the registrar will not be required to accept for registration of transfer anynotes acquired by you, except upon presentation of evidence satisfactory to us and the registrarthat the restrictions set forth herein have been complied with.

(2) You acknowledge that:

(a) the Issuer, the Initial Purchaser and others will rely upon the truth and accuracy ofyour acknowledgements, representations and agreements set forth herein and you agreethat, if any of your acknowledgements, representations or agreements herein cease tobe accurate and complete, you will notify us and the Initial Purchaser promptly inwriting; and

(b) if you are acquiring any notes as fiduciary or agent for one or more investor accounts,you represent with respect to each such account that:

(i) you have sole investment discretion; and

(ii) you have full power to make the foregoing acknowledgements, representationsand agreements.

234

(3) You agree that you will give to each person to whom you transfer these notes notice of anyrestrictions on the transfer of the notes.

(4) If you are a purchaser in a sale that occurs outside the United States within the meaning ofRegulation S, you acknowledge that until the expiration of the ‘‘distribution compliance period’’(as defined below), you shall not make any offer or sale of these notes to a U.S. person or forthe account or benefit of a U.S. person within the meaning of Rule 902 under the U.S.Securities Act. The ‘‘distribution compliance period’’ means the 40-day period following the issuedate for the notes.

(5) You understand that no action has been taken in any jurisdiction (including the United States)by the Issuer or the Initial Purchaser that would permit a public offering of the notes or thepossession, circulation or distribution of this listing circular or any other material relating to theIssuer or the notes in any jurisdiction where action for that purpose is required. Consequently,any transfer of the notes will be subject to the selling restrictions set forth under ‘‘Plan ofDistribution.’’

Each purchaser and subsequent transferee of notes will also be deemed to have made the representationsand warranties set forth in ‘‘ERISA Considerations,’’ above.

235

PLAN OF DISTRIBUTION

The Issuer, the Guarantors and the Initial Purchaser have entered into a purchase agreement with respectto the notes. The Initial Purchaser has agreed to purchase, and the Issuer has agreed to sell, all of the notes. Thepurchase agreement with respect to the notes provides that the obligation of the Initial Purchaser to purchase andaccept delivery of the notes are subject to the approval by its counsel of certain legal matters and to certain otherconditions.

The purchase price for the notes is the initial offering price set forth on the cover page of this listingcircular less an initial purchaser discount. The Initial Purchaser proposes to offer the notes at the initial offeringprice. After the notes are released for sale, the Initial Purchaser may change the offering price and other sellingterms.

The notes have not been and will not be registered under the U.S. Securities Act. The Initial Purchaserhas agreed that it will only offer or sell the notes (1) outside the United States in offshore transactions in relianceon Regulation S under the U.S. Securities Act and (2) in the United States to QIBs in reliance on Rule 144A. Theterms used above have the meanings given to them by Regulation S and Rule 144A.

In connection with the sales outside the United States, the Initial Purchaser has agreed that it will notoffer, sell or deliver the notes to, or for the account or benefit of, U.S. persons (1) as part of the InitialPurchaser’s distribution at any time or (2) otherwise until 40 days after the later of the commencement of thisoffering or the date the notes were originally issued. The Initial Purchaser agreed to send to each dealer to whomit sells such notes during such 40-day period a confirmation or other notice setting forth the restrictions on offersand sales of the notes within the United States by a dealer or to, or for the account or benefit of, U.S. persons.

In addition, until 40 days after the commencement of the offering, an offer or sale of any notes within theUnited States by any dealer (whether or not participating in the offering) may violate the registration requirementsof the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A or pursuant toanother exemption from registration under the U.S. Securities Act.

The Issuer delivered the notes against payment therefor on January 14, 2014, the fifth business dayfollowing the date of pricing of the notes. Under Rule 15(c)6-1 under the U.S. Securities Exchange Act of 1934, asamended, trades in the secondary market generally are required to settle in three business days unless the partiesto such trade expressly agree otherwise. Accordingly, purchasers who wished to trade the notes on the date ofpricing were required, by virtue of the fact that the notes initially settled five business days following the date ofpricing of the notes, to specify an alternative settlement cycle at the time of such trade to prevent a failedsettlement. Purchasers of the notes who wished to trade the notes on the date of pricing or the next twosucceeding business days should have consulted their own advisors.

In connection with the offering, the Initial Purchaser may purchase and sell notes in the open market.These transactions may include short sales, stabilizing transactions and purchases to cover positions created byshort sales. Short sales involve the sale by the Initial Purchaser of a greater number of notes than it is required topurchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose ofpreventing or retarding a decline in the market price of the notes while the offering is in progress.

These activities by the Initial Purchaser may stabilize, maintain or otherwise affect the market price of thenotes. As a result, the price of the notes may be higher than the price that otherwise might exist in the openmarket. If these activities are commenced, they may be discontinued by the Initial Purchaser at any time. Thesetransactions may be effected in the over-the-counter market or otherwise.

The Initial Purchaser also agrees that: (1) it has complied and will comply with all applicable provisionsof the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) with respect to anything done by it in relation tothe notes in, from, or otherwise involving the United Kingdom; and (2) it has only communicated or caused to be

236

communicated, and will only communicate or cause to be communicated, any invitation or inducement to engagein investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issueor sale of any of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us.

No action has been taken in any jurisdiction, including the United States, by us or the Initial Purchaserthat would permit a public offering of the notes or the possession, circulation or distribution of this listing circularor any other material relating to us or the notes in any jurisdiction where action for this purpose is required.Accordingly, the notes may not be offered or sold, directly or indirectly, and neither this listing circular nor anyother offering material or advertisements in connection with the notes may be distributed or published, in or fromany country or jurisdiction, except in compliance with any applicable rules and regulations of any such country orjurisdiction. This listing circular does not constitute an offer to purchase or a solicitation of an offer to sell in anyjurisdiction where such offer or solicitation would be unlawful. Persons into whose possession this listing circularcomes are advised to inform themselves about and to observe any restrictions relating to the offering of the notes,the distribution of this listing circular and resale of the notes. See ‘‘Notice to Investors.’’

The Issuer has agreed to indemnify the Initial Purchaser against certain liabilities, including liabilitiesunder the U.S. Securities Act. The Issuer will pay the fees and expenses related to this offering.

The Initial Purchaser and its affiliates have from time to time performed certain investment banking andother financial services for us and our affiliates, for which it received customary fees and reimbursement of certainexpenses. The Initial Purchaser and affiliates of the Initial Purchaser are lenders to us, including certain bankindebtedness that will be repaid with a portion of the proceeds of the offering, and are the arranger, originallender, facility agent and security trustee under the Revolving Credit Facility.

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon for us by Linklaters LLP, as tomatters of United States Federal, New York and Luxembourg law, by Studio Legale Associato in association withLinklaters LLP, as to matters of Italian law and by J&A Garrigues, S.L.P. as to matters of Spanish law. Certainlegal matters in connection with this offering will be passed upon for the Initial Purchaser by Simpson Thacher &Bartlett LLP, as to matters of United States Federal and New York law and by Clifford Chance S.L. as to mattersof Spanish law. Certain legal matters in connection with this offering will be passed upon byCabanellas • Etchebarne • Kelly, as to matters of Argentine Law, by Morgan & Morgan, as to matters ofPanamanian law, and Gomez-Pınzon Zuleta Abogados S.A., as to matters of Colombian law.

WHERE YOU CAN FIND OTHER INFORMATION

Each purchaser of the notes from the Initial Purchaser will be furnished with a copy of this listing circularand any related amendments or supplements to this listing circular. Each person receiving this listing circular andany related amendments or supplements to the listing circular acknowledges that:

(1) such person has been afforded an opportunity to request from us, and to review and hasreceived, all additional information considered by it to be necessary to verify the accuracy andcompleteness of the information herein;

(2) such person has not relied on the Initial Purchaser or any person affiliated with the InitialPurchaser in connection with its investigation of the accuracy of such information or itsinvestment decision; and

(3) except as provided pursuant to (1) above, no person has been authorized to give any informationor to make any representation concerning the notes offered hereby other than those containedherein and, if given or made, such other information or representation should not be relied uponas having been authorized by us or the Initial Purchaser.

237

For so long as any of the notes remain outstanding and are ‘‘restricted securities’’ within the meaning ofRule 144(a)(3) under the U.S. Securities Act, the Issuer will, during any period in which it is not subject toSection 13 or 15(d) under the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reportingthereunder pursuant to Rule 12g3-2(b), make available to any holder or beneficial holder of a Note, or to anyprospective purchaser of a Note designated by such holder or beneficial holder, the information specified in, andmeeting the requirements of Rule 144A(d)(4) under the U.S. Securities Act upon the written request of any suchholder or beneficial owner. Any such request should be directed to: Cirsa Funding Luxembourg S.A., 58, rueCharles Martel, L-2134, Luxembourg.

INDEPENDENT AUDITORS

The financial statements included in this listing circular have been audited by our independent auditorsErnst & Young S.L. and Cortes, Perez y Cıa Auditores S.L.P.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is incorporated under the laws of Luxembourg and none of its directors are residents of theUnited States. Furthermore, a substantial portion of the Issuer’s assets and a substantial portion of the assets ofsuch persons are located outside the United States. As a result, it may not be possible for investors to effectservice of process within the United States upon the Issuer or such persons, or to enforce against them judgmentsof U.S. courts predicated upon the civil liability provisions of U.S. Federal or state securities laws.

We have been advised by our Luxembourg counsel that the United States and Luxembourg are notcurrently bound by a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitralawards rendered in civil and commercial matters. According to such counsel, an enforceable judgment for thepayment of monies rendered by any U.S. Federal or state court based on civil liability, whether or not predicatedsolely upon the U.S. securities laws, would not directly be enforceable in Luxembourg. However, a party whoreceived such favorable judgment in a U.S. court may initiate enforcement proceedings in Luxembourg (exequatur)by requesting enforcement of the U.S. judgment by the District Court (Tribunal d’Arrondissement) pursuant toSection 678 of the New Luxembourg Code of Civil Procedure. The District Court will authorize the enforcement inLuxembourg of the U.S. judgment if it is satisfied that all of the following conditions are met:

• the U.S. judgment is enforceable (executoire) in the United States;

• the U.S. court awarding the judgment has jurisdiction to adjudicate the respective matter underapplicable U.S. Federal or state jurisdiction rules, and that jurisdiction is recognized by Luxembourgprivate international and local law;

• the U.S. court has applied to the dispute the substantive law which would have been applied byLuxembourg courts;

• the principles of natural justice have been complied with;

• the U.S. judgment does not contravene international public policy or order as understood under thelaws of Luxembourg or has been given in proceedings of a criminal nature;

• the U.S. court has acted in accordance with its own procedural laws; and

• the judgment was granted following proceedings where the counterparty had the opportunity toappear, and if it appeared, to present a defense.

In practice, Luxembourg courts now tend not to review the merits of a foreign judgment, although thereis no clear statutory prohibition of such review.

238

Cirsa and certain other of the Guarantors are organized under the laws of Spain with limited liability.The controlling shareholder of Cirsa, and the directors and the executive officers of Cirsa and the other SpanishGuarantors are non-residents of the United States and a significant portion of the assets of such persons arelocated outside the United States. As a result, in order to enforce in Spain a judgment entered in anotherjurisdiction, the service of process on such persons or Cirsa or the other Spanish Guarantors outside Spain must bemade in accordance with the Law of Civil Procedure (Ley de Enjuiciamiento Civil). An investor may alsoexperience difficulty in effecting service of process on or enforcing judgments against such persons or Cirsa or theother Spanish Guarantors based on civil liability provisions of the U.S. Federal and state securities laws or otherlaws.

We have been advised by our Spanish counsel that the United States and Spain are not currently boundby a treaty providing for reciprocal recognition and enforcement of judgements. In the absence of any such treatyor proof that similar Spanish judgements are not recognized and enforced in the jurisdiction rendering thejudgment (in which case the judgment will not be recognized in Spain), such judgment will be recognized andenforced in Spain provided that it meets the following requirements:

(i) the judgment must be final, translated into Spanish and apostilled;

(ii) the judgment shall not be contrary to Spanish public policy;

(iii) there shall not be a pending proceeding between the same parties and in relation to the sameissues in Spain;

(iv) there shall not be a judgment rendered between the same parties and for the same cause ofaction in Spain or in another country provided that in this latter case the judgment has beenrecognized in Spain;

(v) where rendering the judgment, the courts rendering it must have not infringed an exclusiveground of jurisdiction provided for in Spanish law or have based their jurisdiction on exorbitantgrounds;

(vi) the rights of defense of the defendant should have been protected where rending the foreignjudgment, including but not limited to a proper service of process carried out with sufficient timefor the defendant to prepare its defense and appear before the courts;

(vii) the legal action has to be taken with acknowledgment and appearance of the defendant in theproceeding; and

(viii) the obligation that the petitioner tries to execute has to be lawful in Spain.

The Italian Guarantor, Cirsa Italia S.p.A., is a stock corporation organized and existing under the laws ofItaly. Its directors and executive officers (and their equivalents) reside principally in Italy. In addition, all of CirsaItalia S.p.A.’s assets and a substantial portion of the assets of its directors and executive officers (and theirequivalents) are located in Italy. As a result, it may not be possible for an investor outside of Italy to effect serviceof process within the United States, upon Cirsa Italia S.p.A. or its directors and executive officers (and theirequivalents), or to enforce against Cirsa Italia S.p.A. or any such other persons any judgments obtained by U.S.courts.

However, we have been advised by our Italian counsel that the recognition and enforcement in Italy of ajudgment rendered by a U.S. Federal or state court based on civil liability is governed by Article 64 of the PrivateInternational Law Act (i.e. Law 218 of May 31 1995) (the ‘‘PIL Act’’) (and certain other provisions of the PILAct).

239

Pursuant to the PIL Act, any judgment issued by a U.S. federal or New York state court shouldautomatically be recognized in Italy provided that the following requirements are met:

• the relevant U.S. federal or New York state court had appropriate jurisdiction to pass judgment uponthe matter (in accordance with the Italian rules on jurisdiction);

• the defendant had received the summons in accordance with the laws of the state in which theproceedings have taken place, and the defendant had not been deprived of his fundamental right to adefense;

• the parties had appeared in the proceedings in accordance with the local procedural law, or theproceedings were conducted in absentia (in contumacia) in accordance with such local procedural law;

• the judgment rendered by the U.S. federal or New York state court must be final and binding(passato in giudicato) according to the law of the state in which it was issued;

• the judgment rendered by the U.S. federal or New York state court is not in conflict with any earlierfinal and binding judgment issued by an Italian court;

• there is no pending proceeding before any Italian court in relation to the same subject matter andbetween the same parties which started prior to the commencement of the proceedings before therelevant U.S. federal or New York state court; and

• the judgment rendered by the U.S. federal or New York state court is not contrary to Italian publicpolicy.

In addition, according to Article 67 of the PIL Act, if the judgment rendered by the U.S. federal or NewYork state court is not complied with, its recognition is challenged or it is necessary to enforce such judgment, aproceeding must be instituted in the competent Court of Appeal to this end. The competent Court of Appeal doesnot consider the merits of the case but reviews exclusively the existence of all the requirements set out above(including that requiring that the judgment rendered by the U.S. federal or New York state court is not contrary topublic policy in Italy).

The Panamian Guarantor, Gaming & Services de Panama S.A., is incorporated under the laws of theRepublic of Panama and none of its directors or executive officers are residents of the United States. Furthermore,a substantial portion of its assets and a substantial portion of the assets of such persons are located outside theUnited States. As a result, it may not be possible for investors to effect service of process within the United Statesupon the Panamanian Guarantor or such persons, or to enforce against them judgments of U.S. courts predicatedupon the civil liability provisions of U.S. Federal or state securities.

We have been advised by our Panamanian counsel that the United States and the Republic of Panama arenot currently bound by a bilateral treaty providing for reciprocal recognition and enforcement of judgments(exequatur). According to such counsel, a U.S. judgment that is enforceable in the United States for the paymentof monies rendered by any U.S. Federal or state court based on civil liability, whether or not predicated solelyupon the U.S. securities laws, would not be directly enforceable in the Republic of Panama. In the absence of anysuch treaty or proof that similar Panamanian judgments are not recognized and enforced in the jurisdictionrendering the judgment (in which case the judgment will not be recognized in the Republic of Panama), judgmentsrendered by a foreign court will be recognized and enforced in the Republic of Panama provided that it meets thefollowing requirements contemplated in the article 1419 of the Judicial Code of Panama:

• that the foreign judgment was rendered as a consequence of the exercise of an action in personam,with the exception of what the law especially regulates for successions in other countries;

240

• that the foreign judgment was rendered as part of a proceeding in which the lawsuit was personallyserved on the defendant;

• that the obligation which is sought to be enforced in Panama is legal and not contrary to publicpolicy in the territory of the Republic of Panama;

• that the copy of the foreign judgment must be authentic (that is, it must have been authenticatedeither by the Panamanian Consul of the place where it was issued or by apostille prior to itssubmission in the Republic of Panama as part of the request of enforcement); and

• that a copy of the judgment is translated into Spanish by a licensed translator in Panama.

A petition must be submitted to the Supreme Court of Panama, to determine if the foreign judgment canor cannot be enforced in Panama. The Supreme Court’s Fourth Chamber will deliver a copy of the petition to theparty against whom the judgment will be enforced and to the Attorney General of Panama, giving each a term offive days to submit arguments in connection with the petition.

The Issuer and the Guarantors have agreed that any suit, action or proceeding arising out of or basedupon the indenture, the notes or the Guarantees may be instituted in any Federal or state court located in NewYork City, and the Issuer and the Guarantors have appointed CT Corporation System as their agent for service ofprocess in any such suit, action or proceeding.

LISTING AND GENERAL INFORMATION

Application has been made for the offered notes to be listed on the Official List of the LuxembourgStock Exchange and to be admitted for trading on the Luxembourg Stock Exchange’s Euro MTF Market inaccordance with the rules and regulations of that exchange.

The offered notes sold pursuant to Regulation S and the notes sold pursuant to Rule 144A of the U.S.Securities Act have been accepted for clearance through the facilities of Euroclear and Clearstream.

The initial, temporary common code number and international securities identification number for theoffered notes sold pursuant to Regulation S under the U.S. Securities Act are 101470270 and XS1014702705,respectively. After the expiration of the 40-day period following the issue date the common code number andinternational securities identification number for the offered notes sold pursuant to Regulation S under the U.S.Securities Act are 050659151 and XS0506591519, respectively.

The initial, temporary common code number and international securities identification number for theoffered notes sold pursuant to Rule 144A under the U.S. Securities Act are 101470300 and XS1014703000,respectively. After the expiration of the one year period following the issue date the common code number andinternational securities identification number for the offered notes sold pursuant to Rule 144A of the U.S.Securities Act are 050659313 and XS0506593135, respectively.

For as long as the offered notes are listed on the Official List of the Luxembourg Stock Exchange andadmitted for trading on the Luxembourg Stock Exchange’s Euro MTF Market and the rules and regulations of thatexchange require, copies of the following documents may be inspected and obtained at the registered offices of theIssuer and the Luxembourg paying agent:

• the organizational documents of the Issuer and the Guarantors;

• the documents listed in the Index to Financial Statements below, including the annual consolidatedfinancial statements, any interim financial statements and any other documents or reports to bepublished by the Company and furnished to holders of the notes; and

241

• the indenture for the offered notes (which includes the forms of the offered notes and the terms ofthe guarantees and matters concerning the trustee).

As long as the offered notes are listed on the Official List of the Luxembourg Stock Exchange, we willmaintain a paying and transfer agent in Luxembourg. We reserve the right to vary such appointment and we willpublish notice of such change of appointment in a newspaper having a general circulation in Luxembourg. We haveappointed Deutsche Bank Luxembourg S.A. as paying agent in Luxembourg to make payments on, and transfersof, the notes.

The Company prepares annual audited consolidated financial statements. English translations of all futureaudited consolidated financial statements of the Company will be available free of charge at the office of thepaying agent in Luxembourg. In addition, the Company prepares quarterly unaudited consolidated financialstatements. English translations of all future quarterly unaudited consolidated financial statements of the Companywill also be available free of charge at the office of the paying agent in Luxembourg.

The issuance of the offered notes and the giving of the guarantees have been authorized pursuant to(i) resolutions duly adopted by the board of directors of the Issuer dated January 6, 2014, (ii) resolutions dulyadopted by the board of directors of the Company dated January 3, 2014 and (iii) resolutions duly adopted by theboards of directors (or equivalent body) of the Panamanian Guarantor dated January 2, 2014, the ItalianGuarantor dated December 20, 2013 and the Spanish Guarantors dated January 3, 2014.

There has been no significant change in the financial or trading position of the Issuer, the Company orthe Guarantors since September 30, 2013 and no material adverse change in the financial position or prospects ofthe Issuer, the Company or the Guarantors since September 30, 2013.

Except as disclosed or described in this listing circular, we believe that the ongoing litigation that theIssuer or Guarantors are involved in, will not have a material adverse affect on our business, financial condition, orresults of operations.

THE ISSUER

Cirsa Funding Luxembourg S.A. is a public limited liability company (societe anonyme) incorporated andexisting under the laws of the Grand Duchy of Luxembourg on November 20, 2009, its registered office is at 58,rue Charles Martel, L-2134 Luxembourg and it is registered with the Register of Trade and Companies ofLuxembourg under number B149519. The articles of association of the Issuer were published in the Receuil duMemorial on December 22, 2009 and amended on December 8, 2010 and January 19, 2012, which amendmentswere published in the Receuil du Memorial on March 2, 2011 and March 13, 2012, respectively. Pursuant toArticle 3 of its articles of association, the corporate purpose of the Issuer includes the granting of loans or otherforms of financing; borrowing, raising and securing the payment of money through the issuance of notes and otherdebt instruments; and the acquisition and holding of interests in Luxembourg and/or foreign companies and theadministration, development and management of such interests.

The Issuer has issued and outstanding 20,310 ordinary shares with a par value of A1.00 each, all of whichhave been paid up and are held by Cirsa Gaming Corporation, S.A. The Issuer has no outstanding convertible orexchangeable debt securities or debt securities with warrants attached. The Issuer’s only indebtedness is the 2018Notes and it has no loan capital, contingent liabilities or other borrowings, and its only significant assets andsources of revenue are the funding loans to the Company equal to the aggregate principal amount of the 2018Notes. The financial statements of the Issuer as of and for the years ended December 31, 2011 and 2012 areincluded in this Listing Circular. The Issuer does not prepare interim financial statements and there have been nosignificant changes from the most recent financial statement other than the issuance of the offered notes and thefunding loan in respect thereof.

242

The directors of the Issuer are Mathieu Gangloff, John Kleynhans and Noel McCormack, each with abusiness address of 58, rue Charles Martel, L-2134 Luxembourg and Manuel Lao Gorina and Isaac Lahuerta, eachwith a business address of Terrassa (Barcelona), Ctra. de Castellar. 298.

THE COMPANY

Cirsa Gaming Corporation S.A. is a public limited liability company (sociedad anonima) incorporatedunder the laws of Spain on May 10, 1978 under Barcelona Commerce Register number B-380, page 102 andvolume 42002. The Company acts as a holding company by virtue of being the parent company of the Cirsa Group.The Company’s share capital (including treasury shares) is A24,577,442.40, divided into 122,887,121 authorized andissued shares of common stock with a par value of A0.20 each, all of which have been paid up. Nortia BusinessCorporation, belonging to Mr. Manuel Lao Hernandez and his family owns 52.92% and Mr. Manuel Hernandezowns 47.08% of the share capital of the Company (in each case, excluding treasury shares). The corporate purposeof the Company, as described in Article 2 of its articles of association, consists of acquiring, subscribing,transmitting, disposing of and negotiating all kinds of shares, debentures, bonds and other signs representative ofparticipations, rights or credits, including in foreign companies, but specifically excluding the activitiescharacteristics of collective investment companies that invest in risk capital, insurance brokers, insurance andreinsurance agencies. It may also render computer science services, including the reception and processing ofexisting programs and the creation of new ones: communications and related activities; image creation andmaintenance for individuals as well as companies, businesses, firms and brand names; public relations, marketing,promotion, studies of sectors, brands and markets; technical assistance services for companies engaged in basic andapplied electronics; personnel selection services and business organization and consulting services not specificallyreserved by law for other organizations, entities and professionals. The Company’s registered address and principalplace of business is Terrassa (Barcelona), Ctra. de Castellar. 298.

243

INDEX TO FINANCIAL STATEMENTS

Page

Nine Months Ended September 30, 2013Interim Consolidated Statement of Financial Position at September 30, 2013 and 2012 . . . . . . . . . . . . . . F-2Interim Consolidated Statement of Comprehensive Income for the Nine Month Period Ended

September 30, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3Interim Consolidated Statement of Changes in Equity for the Nine Month Period Ended September 30,

2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4Interim Consolidated Cash Flow Statement for the Nine Month Period Ended September 30, 2013 and

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6Notes to the Interim Consolidated Financial Statements for the Nine Month Period Ended September 30,

2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

Year Ended December 31, 2012Independent Auditors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-18Consolidated Statement of Financial Position at December 31, 2012 and 2011 . . . . . . . . . . . . . . . . . . . . F-22Consolidated Statement of Comprehensive Income for the Years Ended December 31, 2012 and 2011 . . . F-23Consolidated Statement of Changes in Equity for the Years Ended December 31, 2012 and 2011 . . . . . . . F-24Consolidated Cash Flow Statement for the Years Ended December 31, 2012 and 2011 . . . . . . . . . . . . . . F-25Notes to the Consolidated Financial Statements for the Year Ended December 31, 2012 . . . . . . . . . . . . . F-26Consolidated Management Report for the Year Ended December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . F-78

Year Ended December 31, 2011Independent Auditors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-86Consolidated Balance Sheet at December 31, 2011 and 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-90Consolidated Income Statement for the Years Ended December 31, 2011 and 2010 . . . . . . . . . . . . . . . . F-91Consolidated Statement of Changes in Equity for the Years Ended December 31, 2011 and 2010 . . . . . . . F-92Consolidated Cash Flow Statement for the Years Ended December 31, 2011 and 2010 . . . . . . . . . . . . . . F-93Notes to the Consolidated Financial Statements for the Year Ended December 31, 2011 . . . . . . . . . . . . . F-94Consolidated Management Report for the Year Ended December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . F-145

Year Ended December 31, 2010Independent Auditors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-154Consolidated Statement of Financial Position at December 31, 2010 and 2009 . . . . . . . . . . . . . . . . . . . . F-158Consolidated Statement of Comprehensive Income for the years ended December 31, 2010 and 2009 . . . . F-159Consolidated Statement of Changes in Equity for the years ended December 31, 2010 and 2009 . . . . . . . . F-160Consolidated Statement of Cash Flows for the years ended December 31, 2010 and 2009 . . . . . . . . . . . . F-161Notes to the Consolidated Financial Statements for the year ended December 31, 2010 . . . . . . . . . . . . . F-162Consolidated Management Report for the Year Ended December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . F-211Combined guarantor/non-guarantor financial information for the Nine Month Period Ended September 30,

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-219Issuer Annual Accounts at December 31, 2012 and Independent Auditor’s Report . . . . . . . . . . . . . . . . . F-221Issuer Annual Accounts at December 31, 2011 and Independent Auditor’s Report . . . . . . . . . . . . . . . . . F-239

F-1

Cirsa Gaming Corporation Group

Interim consolidated statements of financial position

ASSETS

(Thousands of euros) Notes

September 30, 2013

Unaudited

December 31, 2012 Audited

Non-current assets 1,012,218 1,015,736

Goodwill 6 191,513 216,336 Other intangible assets 7 181,626 122,943 Property, plant and equipment 7 414,878 454,663 Financial assets 146,094 140,916 Deferred tax assets 10 78,107 80,878

Current assets 363,617 324,919

Inventories 12,661 12,327 Trade and other receivables 213,464 202,237 Financial assets 34,273 46,981 Other current assets 11,284 8,140 Cash and cash equivalents 8 91,935 55,234

Total assets 1,375,835 1,340,655

EQUITY AND LIABILITIES

(Thousands of euros) Notes

September 30, 2013

Unaudited

December 31, 2012 Audited

Equity (52,658) 14,113

Share capital 24,577 24,577 Share premium 9,500 9,500 Treasury shares (184) (184) Retained earnings 54,443 54,274 Cumulative translation reserve (175,849) (139,708) Profit (loss) for the period attributable to equity holders of the parent (41,671) 169 Non-controlling interests 76,526 65,485

Non-current liabilities 961,316 908,322

Bonds 9 761,755 663,844 Bank borrowings 9 85,105 140,908 Other creditors 37,929 38,338 Provisions 23,793 19,938 Deferred tax liabilities 52,734 45,294

Current liabilities 467,177 418,220

Bonds 9 24,368 4,644 Bank borrowings 9 56,307 59,254 Suppliers 125,834 129,593 Other creditors 218,143 193,023 Current tax liabilities 42,525 31,706

Total equity and liabilities 1,375,835 1,340,655

F-2

Cirsa Gaming Corporation Group

Interim consolidated statements of comprehensive income for the nine-month periods ended September 30,

(Thousands of euros) Notes 2013

Unaudited 2012

Unaudited

Gaming income 1,272,661 1,241,814 Other operating income 93,314 101,660 Bingo prizes (189,711) (175,692)

Operating revenue 5 1,176,264 1,167,782

Variable rent (160,801) (168,419)

Net operating revenue 1,015,463 999,363

Consumptions (50,459) (58,385) Personnel (180,752) (178,696) External supplies and services (192,007) (193,513) Gaming taxes (375,992) (328,787) Depreciation, amortization and impairment (123.635) (119,315) Change in trade provisions (2,686) (4,127) Financial income 8,715 8,810 Financial costs (75,780) (67,853) Change in financial provisions (4,797) 382 Share of the associates’ profit 87 520 Exchange losses (4,969) (4,846) Losses on disposal/sale of non-current assets (5,673) (1,135)

Profit before tax 5 7,515 52,418

Income tax 10 (41,763) (40,623)

Profit (loss) for the period (34,248) 11,795

Other comprehensive income

Exchange differences on translation of foreign operations (38,044) (2,129)

Other comprehensive income for the period, net of tax (38,044) (2,129)

Total comprehensive income for the period, net of tax (72,292) 9,666

Profit (loss) for the period attributable to:

Equity holders of the parent (41,671) 2,588 Non-controlling interests 7,423 9,207

(34,248) 11,795

Total comprehensive income attributable to:

Equity holders of the parent (77,812) 79 Non-controlling interests 5,520 9,587

(72,292) 9,666

F-3

Cirsa Gaming Corporation Group

Interim consolidated statement of changes in equity for the nine-month period ended September 30, 2013

(Thousands of euros) Issued capital

Share premium

Treasury shares

Retained earnings

Cumulative translation

reserve

Non – controlling interests Total

At January 1, 2013 24,577 9.,500 (184) 54,443 (139,708) 65,485 14,113

Foreign currency translation - - - - (36,141) (1,903) (38,044)

Net income and expense for the nine month period recognized directly in equity - - - - (36,141) (1,903) (38,044)

Profit for the nine-month period ended September 30, 2013 - - - (41,671) - 7,423 (34,248)

Total income and expense for the nine-month period ended September 30, 2013 - - - (41,671) (36,141) 5,520 (72,292)

Other changes:

� Business combination (Note 3) - - - - - 17,320 17,320

� Dividends - - - - - (11,799) (11,799)

At September 30, 2013 24,577 9,500 (184) 12,772 (175,849) 76,526 (52,658)

F-4

Cirsa Gaming Corporation Group

Interim consolidated statement of changes in equity for the nine-month period ended September 30, 2012

(Thousands of euros) Issued capital

Share premium

Treasury shares

Retained earnings

Cumulative translation

reserve

Non - controllingI

interests Total

At January 1, 2012 24,577 9,500 (184) 53,510 (123,011) 71,229 35,621

Foreign currency translation - - - - (2,509) 380 (2,129)

Net income and expense for the nine-month period recognized directly in equity - - - - (2,509) 380 (2,129)

Loss for the nine-month period ended September 30, 2012 - - - 2,588 - 9,207 11,795

Total income and expense for the nine-month period ended September 30, 2012 - - - 2,588 (2,509) 9,587 9,666

Other changes:

� Changes in percentage of interest - - - 5,077 - 181 5,258

� Dividends - - - - - (14,453) (14,453)

At September 30, 2012 24,577 9,500 (184) 61,175 (125,520) 66,544 36,092

F-5

Cirsa Gaming Corporation Group

Interim consolidated cash flow statements for the nine-month periods ended September 30,

(Thousands of euros) 2013

Unaudited 2012

Unaudited

Cash-flows from operating activities Profit before tax, as per the interim consolidated income statement 7,515 52,418 Adjustments to non-cash income and expenses:

Change in trade provisions 2,686 4,127 Depreciation, amortization and impairment 123,635 119,315 Losses from sale/disposal of non-current assets 5,673 1,135 Finance costs, net 71,775 58,141 Exchange losses 4,969 4,846 “Italian Corte dei Conti” expense (Note 12) 36,000 - Other 1,205 1,512

Change in: Inventories 334 (2,598) Receivables 1,802 (7,015) Payables (16,578) (11,167) Taxes payable on gaming (11,899) (8,033) Accruals, net (11,723) (6,077)

Income tax paid (38,143) (32,001)

Net cash-flows from operating activities 177,251 174,603

Cash-flows from (used in) investing activities Purchase and development of property, plant and equipment (68,534) (95,567) Purchase and development of intangible assets (18,487) (15,779) Proceeds from sale of non-current assets 21,877 17,831 Acquisition of business, net of cash acquired (16,843) (10,388) Current account with Nortia Business Corporation, S. L. – Outflows (73,775) (42,251) Current account with Nortia Business Corporation, S. L. – Inflows 73,841 42,313 Purchase of other financial assets (3,104) (8,152) Interest received on granted loans and cash revenue from other financial assets 5,943 5,041

Net cash-flows used in investing activities (79,082) (106,649)

Cash-flows from (used in) financing activities: Proceeds from bank borrowings 932,809 678,882 Repayment of bank borrowings (1,014,042) (665,791) Issuance of bonds 101,700 - Capital lease payments (4,743) (8,911) Interest paid on financial debt (57,816) (50,769) Dividends to minority interests and other (16,672) (13,612)

Net cash-flows from (used in) financing activities (58,764) (60,201)

Net variation in cash and cash equivalents 39,405 7,753

Net foreign exchange difference (2,704) (2,853)

Cash and cash equivalents at January 1 55,234 66,655

Cash and cash equivalents at September 30 91,935 71,555

F-6

Cirsa Gaming Corporation Group

Notes to the interim condensed consolidated financial statements

for the nine-month period ended September 30, 2013

1. CORPORATE INFORMATION

Cirsa Gaming Corporation, S. A. (hereinafter the Company), domiciled in Terrassa (Barcelona), and its participating companies (hereinafter the Group as a whole) consist of a set of enterprises operating in the gaming and leisure sector, engaged in the following activities:

• Design and manufacture of slot machines, which are sold to Group companies and thirdparties, and development of interactive gaming systems.

• Operating, both in Spain and abroad, of slot machines, bingo halls, casinos and lotteries.

2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

2.1 Basis of presentation

The interim condensed consolidated financial statements for the nine-month period ended September 30, 2013 have been prepared in accordance with IAS 34 Interim Financial Reporting.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements as of December 31, 2012.

2.2 Significant accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended December 31, 2012, except for the following amendments to IFRS effective as of January 1, 2013:

IFRS 13 Fair value measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to used fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. This standard has had no impact on the Group’s financial position or performance.

IAS 19 Employee Benefits (Revised) . Amendments range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and re-wording. This standard has had no impact on the Group’s financial position or performance.

F-7

Amendment to IAS 1 Presentation of Items of Other Comprehensve Income

The amendments to IAS 1 change the grouping of items presented in Other comprehenisve income. Items that could be reclassified (or ‘recycled’) to profit or loss at a future point in time are presented separately from items that will necer be reclassified. No need to amend the presentation of the Group’s comprehensive income arose as a result of these changes.

Amendment to IFRS 7 Disclosures- Offsetting financial assets and financial liabilities

These amendments will require entities to disclose rights of set-off and similar arrangements (i.e. collateral agreements). These disclosures will provide the readers of the financial statements with useful information to assess the effect of the presentation of net amounts on the entity’s financial position. The new disclosures are required for all financial instruments that are set off in accordance with IAS 32. These amendments have had no impact since the Group does not have this type of agreements.

Amendment to IAS 12 Deferred taxes – Recovery of underlying assets

The amendment clarifies the determination of deferred tax on investment property measured at fair value. The amendment introduces a rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale. Furthermore, it introduces the requirement that deferred tax on non-depreciable assets that are measured using the revaluation model in IAS 16 always be measured on a sale basis of the asset. The amendment has had no impact on the Group’s financial position, performance or disclosures.

IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

This interpretation applies to waste removal costs that are incurred in surface mining activity during the production phase of the mine. The interpretation establishes the recognition of benefits from the stripping activity. This new interpretation has had no impact on the Group.

Improvements to IFRSs period 2009-2011

This text introduces a set of improvements to prevailing IFRSs, primarily with a view to removing inconsistencies ad clarifying wording. These improvements have had no impact on the Group’s financial position or performance.

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

F-8

3. BUSINESS COMBINATIONS AND OTHER VARIATIONSIN THE CONSOLIDATION PERIMETER

During the nine-month period ended September 30, 2013, the Group’s legal structure has experienced certain changes, as described below.

• Acquisitions

(Thousands of euros) % voting

rights Consolidation

method

Total assets included in the consolidated statement of

financial position at September 30,

2013

Operating revenues included in the 2013

consolidated statement of

comprehensive income

Lightmoon International 21 100% Full 4,620 314

Alfematic, S.A. 50,004% Full 6,085 1,848 Garbimatic, S.L.(*) 25,50% Full 1,483 673

Interservi, S.A. 51% Full 5,836 2,901 Gestora de Inversiones Cobiman, S.L.U. (**) 51% Full 4 -

Egartronic, S.A. 50,99% Full 47,766 6,557 Tecnijoc, S.L.U. (***) 50,99% Full 3,374 1,719 Apple Games 2000, S.L. (***) 49,50% Full 6,185 1,383

S. A. Explotadora de Recreativos 61,41% Full 3,683 1,492

79,036 16,887

(*) Alfematic, S.A. held 51% of Gorbimatic, S.L. at acquisition date. (**) Interservi S.A. held 100% of Gestora de Inversiones Cobiman, S.L.U. at acquisition date. (***) Egartronic, S.A. held 100% and 97% of Tecnijoc, S.L.U. and Apple Games 2000, S.L., respectively, at acquisition date.

The breakdown of the companies in which the Company has gained unilateral and exclusive control in the first nine months of 2013 is summarized as follows:

(Thousands of euros)

Name and description of companies and business

Acquisition date

Acquisition price

Fair value of acquired net

assets

Non-controlling interests arisen in

the business combination

Goodwill arising on acquisition

Lightmoon International 21 June 2013 260 260 - -

Alfematic, S.A. and its subsidiary July 2013 3,007 7,429 4,162 -

Interservi, S.A.and its subsidiary July 2013 4.194 8,224 4,030 -

Egartronic, S.A. and its subsidiaries July 2013 8,698 17,058 8,360 -

S. A. Explotadora de Recreativos July 2013 1,222 1,990 768 -

17,381 34,701 17,320 -

F-9

The value of identifiable assets and liabilities at the date of gaining control over these acquisitions were as follows:

(Thousands of euros)

Fair value

recognized on

acquisition

Carrying

Value

Property, plant and equipment 10,765 8,885 Intangible assets 39,041 24,755 Other non-current assets 19,195 19,195 Current assets 19,206 19,206 Liabilities (including generated deferred taxes) (53,506) (48,656)

34.701 23,385

If acquisitions had occurred at the beginning of the year, consolidated operating revenue and consolidated profit for the nine-month period ended September 30, 2013 would have increased by 34,420 thousand and 1,972 thousand euros, respectively. Additionally, the Group’s gains contributed by these companies since the acquisition date amount to 881 thousand euros.

• Disposal of companies

During 2012 the Grup sold the Spanish slot machines called Servitronic Andalucía, S.L., company in which Cirsa held 50% of its capital, and several inactive companies in Chile. The total assets included in the consolidated statement of financial position at December 31, 2012 corresponding to these companies amounted to 2,043 thousand euros, while the operating revenues included in the consolidated statement of comprehensive income for the nine-month period ended September 30, 2013 amounted to 348 thousand euros. These disposals have not generated significant results.

4. SEASONALITY OF OPERATIONS

Neither the business as a whole (gaming and leisure sector) nor any of the Group’s segments are highly seasonal.

F-10

5.

SE

GM

EN

T IN

FO

RM

AT

ION

The f

ollo

win

g c

hart

s p

resent

cert

ain

revenue a

nd p

rofit

info

rmation r

egard

ing t

he G

roup’s

opera

ting s

egm

ents

for

the n

ine-m

onth

period e

nded S

epte

mber

30,

2013 a

nd 2

012, re

spectively

.

Septe

mber

30, 2013:

(Th

ou

san

ds o

f eu

ros)

On

-lin

e

Slo

ts

B2B

C

asin

os

Bin

go

hall

s

Eli

min

ati

on

s

an

d o

ther

To

tal

Opera

ting r

eve

nue

2,3

03

532,2

43

69,2

31

436,3

14

167,5

95

(31,4

21)

1,1

76,2

65

Pro

fit

(loss)

befo

re t

ax

(4,6

44)

(27,8

98)

16,0

79

89,6

50

(25,1

54)

(40,5

18)

7,5

15

EB

ITD

A (

*)

(4,2

75)

28,0

24 (

1)

17,6

62

168,7

11

19,2

87

(13,1

56)

216,2

53

1)

This

fig

ure

is a

ffecte

d b

y th

e s

ettle

ment paym

ent of

36 m

illio

n E

uro

s to the Ita

lian C

ort

e d

ei C

onti e

xpla

ined in n

ote

12.

Septe

mber

30, 2012:

(Th

ou

san

ds o

f eu

ros)

On

-lin

e

Slo

ts

B2B

C

asin

os

Bin

go

hall

s

Eli

min

ati

on

s

an

d o

ther

To

tal

Opera

ting r

eve

nue

661

528,4

27

77,9

71

418,7

77

179,7

04

(37,7

58)

1,1

67,7

82

Pro

fit

(loss)

befo

re t

ax

(3,0

77)

10,9

18

18,5

06

78,7

65

(15,3

29)

(37,3

65)

52,4

18

EB

ITD

A (

*)

(2,8

63)

66,3

38

18,7

94

153,3

06

19,7

13

(15,3

06)

239,9

82

(*)

EB

ITD

A is d

efined,

for

financia

l in

form

ation p

urp

oses,

as p

rofit

befo

re incom

e t

axes,

financia

l item

s,

part

icip

ation in t

he r

esults o

f associa

tes,

gain

s (

losses)

from

non-c

urr

ent assets

, change in tra

de p

rovis

ions, and c

harg

es f

or

am

ort

ization, depre

cia

tion a

nd im

pairm

ent.

The

on-lin

e g

am

ing d

ivis

ion c

om

menced o

pera

tions in S

pain

and I

taly

during t

he t

hird q

uart

er

of

2012 a

fter

obta

inin

g t

he n

ecessary

perm

issio

ns a

nd lic

enses.

The o

ffer

of

the d

ivis

ion inclu

des s

port

s b

ettin

g, ro

ule

tte, bla

ckja

ck, baccara

t, p

oker

and b

ingo.

F-11

6. GOODWILL

Balance variation

The variation in the balance of Goodwill between December 31, 2012 and September 30, 2013 mainly reflects translation exchange differences (6,851 thousand euros) and impairment adjustments recorded during the period (17,700 thousand euros, as commented below).

Impairment

Goodwill is tested for impairment annually (as of December 31) and when circumstances indicate that the carrying value may be impaired. The Group’s impairment test for goodwill is based on value-in-use calculations that use a discounted cash flow model.

At September 30, 2013 the Group has conducted an impairment test, in view of the unfavourable trend of results and cash-flows in certain cash generating units in Spain during the last months. As a result of the impairment test, the Group has written-down the balance of goodwill by 17,700 thousand euros, by debiting expenses of the nine-month period ended September 30, 2013. The adjustment mostly corresponds to bingo halls.

The general criteria used to determine the recoverable amount for the different cash generating units are conceptually the same discussed in the annual financial statements for the year ended December 31, 2012, and have been applied to updated forecast magnitudes based on current expectations. The discount rates (post-tax) applied have been 9,60% to those cash generating units located in Spain or in Italy, and 13,0% to those in Latin America.

The financial projections prepared by the Group for impairment test purposes include certain premises referred to the bingo business whose future occurrence is hard to predict: consolidation of the revenues achieved this year, positive effects from the implementation of the electronic bingo, increase in the market share and the capacity of the company of implementing additional cost control measures for general expenses. Should these assumptions finally differ from the reality, additional impairment adjustments might be necessary.

The interim consolidated statement of comprehensive income for the period ended September 30, 2012 included a goodwill impairment adjustment of 12.747 thousand euros. Information about that entry was provided in the consolidated financial statements at December 31, 2012.

7. PROPERTY, PLANT AND EQUIPMENT AND OTHER INTANGIBLE ASSETS

Investments

During the nine-month period ended September 30, 2013 the Group acquired intangible assets, property, plant and equipment with a cost of 87.0 million euros (111.4 million euros at the end of the third quarter of 2012). These additions in 2013 correspond mainly to the following investments:

• 31,5 million euros for the expansion of existing halls in Panama, Colombia and Argentina;

• 18,9 million euros to replace slot machines in Spain; and

• 6,9 million euros in connection with the enlargement of key halls in Mexico.

F-12

Investments in other intangible assets during the nine-month period ended September 31, 2013 mainly correspond to:

• 2.3 million euros (US$ 3 million) for a 20-year extension of the license to operate 26 electroniccasinos in Panama on September 30, 2013. The license term has been extended from December2017 to December 2037. The extension, which has been approved by the Panamanian regulatoryauthorities, permits the Group to continue the operation of its 26 electronic casino halls under thelicense’s existing terms and conditions. The Group paid the initial instalment of the renewal fee ofUS$ 3 million on September 30, 2013 and will pay the remaining instalment of US$ 10 million onMarch 31, 2014.

• installation rights, for an amount of 9.6 million euros. The corresponding figure at the end of the thirdquarter of the preceding year was 10.3 million euros.

Impairment

The Group assesses at least at each year end whether there is an indication that a non-current asset (other than goodwill) may be impaired. If any indication exists, the Group estimates the asset’s recoverable amount. Simultaneously to the impairment test referred to goodwill, the Group has evaluated the recoverable amount of its non-financial long-term assets with lower profitability levels, based on their estimated value in use, which has been determined by applying similar parameters to those used to evaluate goodwill. As a result of the tests conducted, the Group has written-down the balance of Property, plant and equipment by 800 thousand euros, by debiting expenses of the nine-month period ended September 30, 2013.

The interim consolidated statement of comprehensive income for the period ended September 30, 2012 included an impairment adjustment of 152 thousand euros, basically related to Other intangible assets.

8. CASH AND CASH EQUIVALENTS

For the purpose of the interim consolidated cash flow statement, cash and cash equivalents as of September 30 are broken down as follows:

(Thousands of euros) 2013 2012

Cash at bank and in hand 71,821 71,148 Short-term deposits 20,114 407

91,935 71,555

9. FINANCIAL DEBT

The net increase of the balances of financial debt between December 31, 2012 and September 30, 2013 (58,885 thousand euros) mainly is due to following opposite effects:

• On January 29, 2013 a group company domiciled in Luxembourg issued bonds as an extension ofthe issue made in 2010 for an amount of 100 million euros, and at 99.75% of the nominal amount.These bonds, which are listed on the Luxembourg Stock Exchange, accrue an annual interest rateof 8.75%, paid every 6 months, and mature in 2018.

• the accrued interest of bonds, paid on November 15, 2013 amounting to 25,594 (at December 31,2012 the accrued interest of bonds amounted 7,438 thousand Euros).

F-13

• Additionally, the bank debt has decreased by 48.1 million euros since the 2012 year end, mainlybecause the funds obtained through the abovementioned issue for an amount of 100 million euroswere partially used to that purpose.

The average interest of debt with financial institutions at September 30, 2013 is 4.83%. The interest rate of the bonds, which mature in 2018, is 8.75%.

10. INCOME TAXES

Expense for the period

The major components of income tax expense in the interim consolidated statements of comprehensive income are:

(Thousands of euros) 2013 2012

Current 31,552 33,271 Deferred 10,211 7,352

Income tax expense 41,763 40,623

The difference between the income tax expense for the nine-month period ended September 30, 2013 (41.8 million euros) and the amount that would result from applying the statutory tax rate in Spain (30%) to the balance of profit before taxes (2.3 million euros) mainly corresponds to the combined effect of (a) the goodwill impairment adjustment of 17,7 million euros, commented above, which is not deductible for tax purposes; (b) the existence of tax credits arising from losses during the period that do not meet the conditions to be capitalized; (c) higher tax rates in Latin America and Italy whose impact on the income tax expenses amounted to 4.1 million euros; and (d) non-deductible expenses and other.

Deferred tax assets

The Group annually evaluates the recoverability of its deferred tax assets. To that end, projections of the expected profits before taxes within the timeframe allowed for compensation or utilization are prepared. As a result of the review of these assets at September 30, 2013, the Group has not written down significant deferred tax assets (at September 30, 2013 the Group wrote down their balance by 7.500 thousand euros, by debiting the interim consolidated statement of comprehensive income).

Other tax information

As commented in the annual financial statements as of December 31, 2013, on March 8, 2012, the Group’s management was notified of an inspection for all the years open to inspection and for all taxes of Cirsa Gaming Corporation, S.A., Universal de Desarrollos Electrónicos, S.A, Global Game Machine Corporation, S.A., Cirsa International Gaming Corporation, S.A. and Cirsa Slot Corporation, S.A. All these companies belong to the Spanish tax group.

On November 7, 2013 an agreement assessment was signed whereby unused tax loss carryforwards of the tax Group of which Cirsa Gaming Corporation, S.A. is the parent have been reduced for an amount of 40,576 thousand euros. The tax credits derived from reduced unused tax loss carryforwards were not capitalized since their realization was not certain. Consequently, this agreement assessment has had no impact on the Interim consolidated statements of comprehensive income for the nine-month period ended September 30, 2013.

F-14

- 14 -

Additionally, on November 15, 2013 a disciplinary fine was issued related to the events described in the assessment commented in the paragraph above for an amount of 769 thousand euros, for which a provision has been recorded at September 30, 2013.

11. RELATED PARTIES

The Group conducts several trade and financial transactions with its main shareholder Nortia Business Corporation, S.L., and its subsidiaries. The volume of transactions with related parties during the nine-month period ended September 30 is as follows:

(Thousands of euros) 2013 2012

Sale of slot machines 668 6,072 Revenue for rendering of services 1,227 1,181 Operating expenses (8,285) (7,718) Interest income 3,708 3,612 Interest expenses (570) (1,125)

Transactions with related entities correspond to normal trading activity and are carried out at market prices in a manner similar to transactions with unrelated parties. Balances arising from these transactions at September 30 are as follows: (Thousands of euros) 2013 2012

Non-current receivable from financial transactions 64,341 72,868 Current receivable from financial transactions 113 580 Trade receivables 1,706 3,700 Non-current payable from financial transactions (20,720) (13,335) Trade payables (2,013) (2,204)

43,427 61,609

12. DIRECTORS AND SENIOR EXECUTIVES The breakdown of the remuneration earned by the members of the Company’s Board of Directors and senior executives at September 30 is as follows:

(Thousands of euros) 2013 2012

Directors

Salaries 826 821 Senior executives

Salaries 3,703 3,630

At September 30, 2013 there are current accounts receivables with Directors amounting to 809 thousand euros (882 thousand euros at September 30, 2012). These accounts accrue an annual interest of 4.25%. The Group companies have no pension plans, life insurance policies or dismissal indemnities for former or current members of the Board of Directors and senior executives of the Parent.

F-15

13. CONTINGENCIES

Contingencies reported in the consolidated financial statements at December 31, 2012 have not experienced significant variations during the nine-month period ended September 30, 2013 and no new contingencies have appeared during that period, except for the following issue:

Italy

In 2007 the Italian Court of Auditors (Corte dei Conti) started proceedings against Cirsa Italia, SpA and the rest of online recreational machine operators, alleging that they had not fulfilled some obligations they had as authorized operators, and imposed a fine on such company amounting to 3,300 million euros (98,000 million euros on all the online operators as a whole). The Group and the rest of online operators lodged an appeal against such fine.

On February 17, 2012 the Italian Court of Auditors issued a ruling that modified the fine imposed on Cirsa Italia, SpA reducing the amount to 120 million euros (2,500 million euros for all the operators as a whole).

On April 23, 2012 the Group appealed against the ruling before a higher court, which suspended its execution. No provision was recognized in the statement of financial position at December 31, 2012 since the Group’s management and its legal advisors considered improbable the settlement of that amount on the basis of several legal and factual arguments.

However, on November 15, 2013 Cirsa Italia, SpA agreed to pay 36 million Euros (30% of the CdC’s assessed claim of 120 million Euros). Cirsa Italia, SpA made a deposit of €25 million in respect of the settlement with the CdC on November 2, 2013 and On November 15, 2013 it made a final payment of €12.5 million (final settlement payment of €36 million plus €1.5 million of interest). Cirsa has funded the settlement amount with available cash resources and drawings under its revolving credit facilities.

These amounts have been recorded as “gaming taxes” (36 million Euros) and “financial costs” (1,5 million Euros) in the interim consolidated statements of comprehensive income for the nine-month period ended September 30, 2013

F-16

F-17

F-18

F-19

F-20

F-21

F-22

F-23

F-24

F-25

F-26

F-27

F-28

F-29

F-30

F-31

F-32

F-33

F-34

F-35

F-36

F-37

F-38

F-39

F-40

F-41

F-42

F-43

F-44

F-45

F-46

F-47

F-48

F-49

F-50

F-51

F-52

F-53

F-54

F-55

F-56

F-57

F-58

F-59

F-60

F-61

F-62

F-63

F-64

F-65

F-66

F-67

F-68

F-69

F-70

F-71

F-72

F-73

F-74

F-75

F-76

F-77

F-78

F-79

F-80

F-81

F-82

F-83

F-84

<+

Independent Audit Report

CIRSA GAMING CORPORATION GROUP Consolidated Financial Statements and

Consolidated Management Report for the year ended December 31, 2011

F-85

<+

Ernst & Young, S.L. Cortés, Pérez & CIA. Auditores, S.L.P.

Edificio Sarriá Forum - Av. Sarrià, 102-106, Ático. 08017 Barcelona Passeig de Gràcia, 11 esc. A 2º 2ª. 08007 Barcelona Teléfono: 933 663 700 - Fax: 934 053 784 Teléfono: 93 270 24 14 - Fax: 93 2702 415 www.ey.com/es www.cyp.es Domicilio Social: Plaza Pablo Ruiz Picasso, 1. 28020 Madrid. Domicilio Social: Gutenberg, 3-13, 5º A. 08224 Terrassa Inscrita en el Registro Mercantil de Madrid al Tomo 12749 Inscrita en el Registro Mercantil de Barcelona, Tomo 25.321 Libro 0, Folio 215, Sección 8ª, Hoja M-23123, Inscripción 116. Folio 200, Hoja B.87184. Nº Insc. I.C.J.C.E 57 C.I.F. B78970506 N.I.F. B-08770802

Translation of a report and consolidated financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails

(See Note 30)

AUDIT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders of Cirsa Gaming Corporation, S.A.:

We have audited the consolidated financial statements of Cirsa Gaming Corporation, S.A. (hereinafter, the Company) and its controlled entities (hereinafter, the Group), which comprise the consolidated statement of financial position at December 31, 2011, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flow, and the notes thereto for the year then ended. As indicated in note 2 to the accompanying consolidated financial statements, the Company’s directors are responsible for the preparation of the Group's consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, and other provisions in the regulatory framework applicable to the Group. Our responsibility is to express an opinion on the aforementioned consolidated financial statements taken as a whole, based upon work performed in accordance with prevailing audit regulations in Spain, which require the examination, through the performance of selective tests, of the evidence supporting the consolidated financial statements, and the evaluation of whether their presentation, the accounting principles and criteria applied and the estimates made are in agreement with the applicable regulatory framework for financial information.

In our opinion, the accompanying 2011 consolidated financial statements give a true and fair view, in all material respects, of the consolidated equity and consolidated financial position of Cirsa Gaming Corporation, S.A. and its controlled entities at December 31, 2011, and the consolidated results of operations and consolidated cash flow for the year then ended, in conformity with International Financial Reporting Standards, as adopted by the European Union, and other applicable provisions in the regulatory framework for financial information.

F-86

<+

- 2 -

The accompanying 2011 consolidated management report contains such explanations as the directors of Cirsa Gaming Corporation, SA. consider appropriate concerning the situation of the Group, the evolution of its business and other matters; however, it is not an integral part of the consolidated financial statements. We have checked that the accounting information included in the aforementioned consolidated management report agrees with the 2011 consolidated financial statements. Our work as auditors is limited to verifying the consolidated management report in accordance with the scope mentioned in this paragraph, and does not include the review of information other than that obtained from the accounting records of the Group entitites.

ERNST & YOUNG, S.L. CORTÉS, PÉREZ & CIA. AUDITORES, S.L.P. (Signature on the original in Spanish) (Signature on the original in Spanish)

____________________ _________________Joan J. Torrebadella Jaume Cetrà Oliva

April 2, 2012

F-87

Cirsa Gaming Corporation Group

Consolidated Financial Statements for the year ended December 31, 2011 in conformity with the international financial reporting standards adopted by the

European Union (IFRS-EU) and Consolidated Management Report

F-88

CONTENTS

Consolidated Financial Statements

� Consolidated statement of financial position at December 31, 2011 and 2010

� Consolidated statement of comprehensive income for the years ended December 31, 2011 and 2010

� Consolidated statement of changes in equity for the years ended December 31, 2011 and 2010

� Consolidated statement of cash flows for the years ended December 31, 2011 and 2010

� Notes to the consolidated financial statements for the year ended December 31, 2011

Consolidated Management Report

Appendix Consolidation perimeter at December 31, 2011 and 2010

F-89

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

Cirsa Gaming Corporation Group Consolidated statement of financial position at December 31

ASSETS

(Thousands of euros) Notes 2011 2010

Non-current assets 1,072,832 1,050,018 Goodwill 5 227,381 241,070Other intangible assets 6 136,174 127,662 Property, plant and equipment 7 477,968 466,808 Financial assets 8 140,373 133,031 Deferred tax assets 18.4 90,936 81,447

Current assets 316,817 299,102 Inventories 11 13,854 13,568Trade and other receivables 8 188,574 162,621 Other financial assets 8 39,430 49,606 Other current assets 8,304 8,147 Cash and cash equivalents 12 66,655 65,160

Total assets 1,389,649 1,349,120

EQUITY AND LIABILITIES

(Thousands of euros) Notes 2011 2010

Equity 35,621 84,979 Share capital 13.1 24,577 24,577 Share premium 9,500 9,500 Treasury shares 13.2 (184) (184) Retained earnings 13.3 78,931 97,976 Translation differences (123,011) (98,304) Loss for the year attributable to equity holders of the parent (25,421) (19,045)Non-controlling interests 13.4 71,229 70,459

Non-current liabilities 881,786 843,646 Bonds 14 654,518 602,431Bank borrowings 15 108,434 126,457 Other creditors 16 58,631 64,474 Provisions 17 14,233 17,007Deferred tax liabilities 18.4 45,970 33,277

Current liabilities 472,242 420,495 Bonds 14 6,118 9,785Bank borrowings 15 80,392 79,630 Suppliers 125,600 104,952Other creditors 16 222,091 197,007 Current income tax payable 18.2 38,041 29,121

Total equity and liabilities 1,389,649 1,349,120

F-90

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

Cirsa Gaming Corporation Group Consolidated statement of comprehensive income for the years ended December 31

(Thousands of euros) Notes 2011 2010

Gaming income 1,583,602 1,607,111 Other operating income 163,192 167,092 Total operating revenues 1,746,794 1,774,203

Bingo prizes (247,715) (310,066)Variable rent (241,897) (219,673)Net operating revenues 3.1 1,257,182 1,244,464

Consumptions (86,737) (87,579)Personnel 20.1 (224,806) (228,572)External supplies and services 20.2 (245,192) (253,429) Gaming taxes (410,446) (414,863)Depreciation, amortization and impairment 5, 6 and 7 (149,551) (140,418) Change in trade provisions (5,511) (4,556) Finance income 11,085 11,088 Finance costs (107,521) (92,316)Change in financial provisions (395) (1,685) Share of the associates’ profit 8.1 66 238 Foreign exchange results 20.3 (6,231) (477) Results on sale/disposals of non-current assets (5,159) (9,390) Profit before income tax 26,784 22,505

Income tax expense 18.2 (43,704) (33,097) Net loss (16,920) (10,592)

Other comprehensive income (loss)

Translation differences (27,665) (12,775) Other comprehensive loss for the year (27,665) (12,775)

Total comprehensive loss for the year (44,585) (23,367)

Net profit (loss) attributable to: Equity holders of the parent (25,421) (19,045)Non-controlling interests 13.4 8,501 8,453

(16,920) (10,592) Total comprehensive income (loss) attributable to:

Equity holders of the parent (50,128) (30,400)Non-controlling interests 13.4 5,543 7,033

(44,585) (23,367)

F-91

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

Cirsa Gaming Corporation Group Consolidated statement of changes in equity for the years ended December 31

(Thousands of euros)

Share capital

(Note 13.1) Share

premium

Treasury shares

(Note13.2)

Retained earnings

(Note 13.3) Translation differences

Non-controlling interests

(Note 13.4) Total

At December 31, 2009 24,577 9,500 (184) 125,522 (86,949) 18,381 90,847

Net profit for the year 2010 - - - (19,045) - 8,453 (10,592) Other comprehensive income (loss) - - - - (11,355) (1,420) (12,775)

Total comprehensive income (loss) for the year 2010 (19,045) (11,355) 7,033 (23,367)

Other changes:� Changes in percentage of

ownership - - - (27,546) - 32,871 5,325� Non-controlling interest arisen from

business combinations in the year - - - - - 20,870 20,870 � Dividends paid - - - - - (8,696) (8,696)

At December 31, 2010 24,577 9,500 (184) 78,931 (98,304) 70,459 84,979

Net profit for the year 2011 - - - (25,421) 8,501 (16,920) Other comprehensive income (loss) - - - - (24,707) (2,958) (27,665) Total comprehensive income (loss) for the year 2011 - - - (25,421) (24,707) 5,543 (44,585)

Other changes: � Additions in the year – Creation of

companies (Note 13.4) - - - - - 687 687� Dividends paid (Note 13.4) - - - - - (5,460) (5,460)

At December 31, 2011 24,577 9,500 (184) 53,510 (123,011) 71,229 35,621

F-92

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

Cirsa Gaming Corporation Group Consolidated statement of cash flows for the years ended December 31

(Thousands of euros) Notes 2011 2010

Cash-flows from operating activities Profit before tax 26,784 22,505 Adjustments to profit:

Changes in operating provisions 5,511 4,556 Depreciation and amortization of non-current assets 5, 6 and 7 149,551 140,418 Losses from sales and disposals of non-current assets 5,159 9,390 Finance income and costs 96,765 82,675 Exchange losses 20.3 6,231 477 Other income and expenses 1,895 1,000

Change in: Inventories 812 3,700Trade and other receivables 2,223 2,668 Suppliers and other payables 399 4,387 Gaming taxes payable 2,494 (3,419) Other operating assets and liabilities (11,448) (15,240)

Income tax paid (42,829) (26,697) Net cash-flows from operating activities 243,547 226,420

Cash-flows from (used in) investing activities Purchase of property, plant and equipment (127,534) (105,368) Purchase of intangibles (32,632) (35,380) Proceeds from disposal of property, plant and equipment 4,865 1,101 Acquisition of business, net of cash acquired (14,905) (30,800) Current account with Nortia Business Corporation, S. L. – Outflows (56,800) (74,722) Current account with Nortia Business Corporation, S. L. – Inflows 56,800 74,722 Other financial assets (10,399) (14,638) Interest received and cash revenues from financial assets 6,419 6,760 Net cash-flows used in investing activities (174,186) (178,325)

Cash-flows from (used in) financing activities Proceeds from bank borrowings 1,093,707 2,071,907 Repayment of bank borrowings (1,111,001) (2,097,969) Repayment of bonds (239,485) (278,000) Issue of bonds 14 285,700 391,600 Acquisition of own bonds 14 (4,200) (10,000) Finance leases (12,332) (12,135) Interest paid (96,301) (88,787)Funds from loans from Nortia Business Corporation, S.L. 22.200 - Other (5.606) (9.604)Net cash-flows used in financing activities (67.318) (32,988)

Net variation in cash and cash equivalents 2,043 15,107Net foreign exchange difference on cash balances (548) (258)Cash and cash equivalents at January 1 65,160 50,311Cash and cash equivalents at December 31 12 66,655 65,160

F-93

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

1. DESCRIPTION OF THE GROUP

1.1 Group activity

Cirsa Gaming Corporation, S. A. (hereinafter “the Company”) and its controlled entities (hereinafter “the Group”) consist of a set of companies operating in the gaming and leisure sector, carrying out the following activities:

• Designing and manufacturing slot machines, which are sold to Group companies and thirdparties, and development of interactive gaming systems

• Operating, both in Spain and abroad, slot machines, bingo halls, casinos and lotteries

1.2 Composition and structure of the Group

The Company, domiciled in Terrassa (Barcelona) at Carretera Castellar, 298, belongs to a group, of which Nortia Business Corporation, S.L., also domiciled in Terrassa (Barcelona), is the parent company.

The companies invested by the Company at December 31, 2011 and 2010 are detailed in the Appendix I, grouped in the following categories:

• The subsidiaries are companies where most of the voting rights are controlled either directly orindirectly by the Company so that it can manage the financial and operating policies in order toobtain profit from the investment.

• The jointly controlled companies are entities ruled by a contractual arrangement between thepartners whereby they establish joint control on the business, which requires the unanimousconsent of the venturers regarding the operating decisions.

• The affiliated companies are enterprises not included in the previous two categories and in whichthere is an ownership interest on a long-term basis that favors their activity, but with limitedinfluence over their management and control.

(NOTE: The column percentage of ownership in the Appendix is obtained by multiplying the different successive percentages along the corresponding chain of control, thereby reflecting the final ownership at the Company’s level).

F-94

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

1.3 Variations in the consolidation perimeter

During 2011 and 2010, the Group’s legal structure has experienced certain changes, as described below:

2011

• Acquisition of companies

(Thousands of euros) % voting

rights Consolidation method

Total assets included in the consolidated statement of

financial position at December 31, 2011

Operating revenues included in the 2011

consolidated statement of

comprehensive income

Gonmatic, S.L. 100% Full 6,898 2,539 Recreativos OVE, S.L. 100% Full 3,540 1,009 Gestión Integral de Máquinas

Recreativas, S.L. 100% Full

340 57Binbaires, S.A. 33% Proportional 4,277 2,668 La Barra de Panamá, S.A. 100% Full 658 3,242 Agrup. de Explotaciones Recreativas y de

Juego, S.L. 25% Proportional

701 108Bingo Electrónico de Euskadi, S.L. 25% Proportional 75 - Enjoy with us, S.L. 50% Proportional 289 45

16,778 9,668

Data regarding 2011 business combinations are included in Note 4.

• Creation of companies

(Thousands of euros)

Total assets included in the consolidated statement of

financial position at December 31, 2011

Operating revenues included in the 2011 consolidated

statement of comprehensive income

Sportium Apuestas Navarra, S.A. 11,019 - Sportium Apuestas Aragón, S.L.U. 1,739 - Sportium Apuestas Levante, S.A.U. 1,002 - IVISA – Casino Buenos Aires, UTE 6,553 9,761 CirsaCom, S.R.L. 558 - Recreativos del Istmo, S.A. 3,613 2,111 Ancon Entertainment, S.A. 11,133 1,165 Binred Madrid, S.A. 49 - Servicios Especialidades del Juego, S.A. de C.V. 275 796 Administradores de Personal y Entretenimientos, S.A. de C.V. 399 988 Cirsa Digital, S.A.U. 890 2 B2B Central de Reporting, S.A. de C.V. 3 - Pol Management Corporation, B.V. 5 - La Barra de Ancón, S.A.U. 327 185 Bingos Electrónicos de Panamá, S.A. 227 -

37,792 15,008

• Sale of companies

(Thousands of euros)

Total assets included in the consolidated statement of

financial position at December 31, 2011

Operating revenues included in the 2011 consolidated

statement of comprehensive income

Restaval, S.A. 176 429 Festilandia, S.L. 330 485 Ghist, S.R.L. 7 6

513 920

F-95

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

• Changes in percentage of ownership

Consolidation method Percentage 2011 2010 At December 31, 2011 At December 31, 2010

Bumex Land, S.L. Full Proportional 65.3% 50.00%

• Other changes in the perimeter

(a) Dissolution and liquidation of dormant companies:

Win Sistemas – SCB Argentina, UTE Cirsa Suriname, A.V.V. Accord Investment, S.A. Blu Game Europa, S.R.L. Unidesa Venezuela, C.A.

Infinity Games, Ltda Udesa

(b) Dissolution of companies due to merger within the Group:

Sema Automátic, S.A. Allgames Compraventa Máquinas Recreativas Moran, S.L. Recreativos Rute, S.L.

GoldPlay, S.A. Universal Casinos, S.A. Edmo, S.R.L. Vendimatic Cinco Hela, S.L. Gea Link, S.A. Loto Caribe, S.L. Zarajuego, S.L. Operglobal, S.L. Electrojuegos Zaragoza, S.L. Electrónicos Pisuerga, S.A. Allgames

2010

• Acquisition of companies

(Thousands of euros)

Total assets included in the consolidated

statement of financial position at

December 31, 2010

Operating revenues included in the 2010

consolidated statement of

comprehensive income

Accord Investment, S.A. 8,469 33,007 Universal de Casinos, S.A. 32,707 35,015 Edmo, S.R.L. 5,631 13 Hispania Investment, S.A. 626 681

47,433 68,716

Accord Investment, S.A. has ownership interests in several joint ventures (All Games, S.R.L., Andy Games, S.R.L., Giochigenova, S.R.L., Intensa Giochi, S.R.L., Royal Games, S.R.L., Royalbet, S.R.L., Royal Bet, S.R.L., SGR, S.R.L., Happy Games, S.R.L. and Fly Games, S.R.L.).

Note 4 includes information on business combinations of the year.

Edmo, S.R.L. is the mere owner of a real estate property, so its acquisition represents an indirect acquisition of assets, and as such is recognized in these consolidated financial statements, instead of being recognized as a business combination.

F-96

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

• Creation of companies

The Group has not created any new companies in 2010.

• Sale of companies

(Thousands of euros)

Total assets included in the consolidated

statement of financial position at

December 31, 2009

Operating revenues included in the 2009

consolidated statement of

comprehensive income

Full Games, S.R.L. 166 1,266 Restaurante Jai Alai de Acapulco, S.A. 31 - Valenciana de Productos Eléctricos, S.L. 409 -

606 1,266

• Changes in percentage of ownership

Consolidation method Percentage

At December 31, 2010

At December 31, 2009

At December 31, 2010

At December 31, 2009

Complejo Hotelero Monte Picayo, S.A. Full Proportional 100.00% 50.00% Jesalí, S.A. Full Proportional 100.00% 50.00% Promociones e Inversiones de Guerrero, S.A. Full Full 100.00% 96.00% Winner Group, S.A. Full Full 50.01% 75.00% Bumex Land, S.A. Proportional Full 50.00% 60.00% Inversiones Interactivas, S.A. Full Proportional 70.00% 70.00% Integración Inmobiliaria World de México, S.A. Full Full 100.00% 96.00% Global Gaming, S.A. Full Full 100.00% 70.00%

The changes in non-controlling interests arisen from the operations to change the consolidation method are shown in Note 4.

The changes in percentages of ownership that have not resulted in a change in the consolidation method are as follows:

(Thousands of euros) Changes in

non-controlling interests Changes in

accumulated results

Promociones e Inversiones de Guerrero, S.A. 5,467 (5,467) Winner Group, S.A. 27,293 (22,082) Other 111 -

32,871 (27,549)

• Other changes in the perimeter

(a) Dissolution and liquidation of dormant companies:

Magic Coin, S.A. Trebisa, S.A. Leg Portugal – Máquinas de Diversao, LDA

Marrebi, S.A. Remata, S.A. Servi-5, S.A.

Astoria Juegos, S.A. Cirsa Casino, S.A. Casino Management, S.A. Cirsa Finance Luxembourg, S.A. CIC, S.L. – Troyjocs, S.L. UTE

F-97

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

(b) Dissolution of companies due to merger within the Group:

Inversiones Larimar, S.A. Padova Giochi, S.R.L. Juan Carlos Espinilla, S.L.

Prodigy Investment Corporation Global Britton 07, S.L. Lucky Games, S.A.

2. BASIS OF PRESENTATION AND ACCOUNTING STANDARDS

2.1 Basis of presentation

The 2011 consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards adopted by the European Union published by the International Accounting Standards Board (IASB) and further interpretations.

The Company belongs to a group, whose parent is Nortia Business Corporation, S.L. (Nortia Group), domiciled in Terrassa (Spain). The Company meets the criteria for exemption from preparing consolidated financial statements under article 43 of the Commercial Code. Consequently, these consolidated financial statements are considered voluntary. The consolidated financial statements of Nortia Group and the consolidated management report for the year ended December 31, 2010 were approved on March 31, 2011 and filed with the Barcelona Mercantile Registry together with the corresponding audit report. The consolidated financial statements and consolidated management report for the year ended December 31, 2011 will be approved in the due manner and filed, together with the audit report, with the Barcelona Mercantile Registry according to the legal deadlines.

The financial statements of the companies composing the Group for the year ended December 31, 2011 have not yet been submitted for approval by the shareholders in general meeting. Nevertheless, the Board of Directors of the Company expects that they will be approved without modification and, therefore, will not have any impact on the present consolidated financial statements.

The accounting policies applied in the preparation of the accompanying consolidated financial statements comply with the IFRS prevailing at the date of their preparation. For certain cases, the IFRS-EU provide alternative applications. The options applied by the Group are described in the accounting policies listed in the accompanying notes.

For comparative purposes, the accompanying consolidated financial statements, which have been prepared at historical cost, include the figures of 2011 in addition to those of 2010 for each item of the consolidated statement of financial position, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows, and the consolidated notes thereto, except for the information on late payment of suppliers in commercial transactions.

Information on late payment to suppliers in commercial transactions

2010 was the first year in which the Resolution of December 29, 2010, passed by the Institute of Accounting and Auditors of Accounts ("Instituto de Contabilidad y Auditoría de Cuentas" in Spanish), is applicable to the information concerning late payment to suppliers in commercial transactions, to be included in the notes to the financial statements. By virtue of the stipulations in Transitional Provision Two for first-time application, the Company only provided information related to the overdue amounts payable to suppliers which at year end exceeded the legal payment deadline. This information is only presented regarding the companies located in Spain consolidated using the full consolidation method.

Taking into account the paragraph above, 2011 has been the first year in which the Company has presented information on: i) total amounts paid to suppliers in the current year, differentiating between

F-98

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

10

payments exceeding the legal late payment limit; ii) the exceeded weighted average deadline of payments; and (iii) overdue balances payable to suppliers which at year end exceed the legal payment deadline. Therefore, it will not be possible to compare the information provided in 2010, for first-time application of the abovementioned Resolution, with the information presented in the current year.

Classification of Venezuela as a hyperinflationary economy

Throughout 2009 and in the first days of 2010, a number of factors arose in the Venezuelan economy that led the Group to reconsider the treatment it followed with respect to the translation of the financial statements of investees, as well as the recovery of its financial investments in that country. Within these factors it was worth highlighting the level of inflation reached in 2009 and the cumulative inflation over the last three years; the restrictions to the official foreign exchange market and, finally, the devaluation of the Bolivar fuerte by decision of the Government on January 8, 2010.

As a result, in accordance with the applicable standard, Venezuela had to be considered as a hyperinflationary economy in 2009. The main implications of this were as follows:

� Adjustment of the historical cost of non-monetary assets and liabilities and the various items of equity of these companies from their date of acquisition or inclusion in the consolidated statement of financial position to the end of the year to reflect the changes in purchasing power of the currency caused by the inflation. The cumulative impact of the accounting restatement to adjust for the effects of hyperinflation for years prior to 2009 was reflected in the translation differences at the beginning of the 2009 financial year.

� Adjustment of the consolidated statement of comprehensive income to reflect the financial loss caused by the impact of inflation in the year on net monetary assets (loss of purchasing power).

� The various components of the consolidated statement of comprehensive income and statement of cash flows were adjusted according to the inflation index since their generation, with a balancing entry in financial results.

� All components of the financial statements of the Venezuelan companies have been translated at the closing exchange rate, which at December 31, 2011 was to 11.29 Bolivares fuertes per euro (5.75 Bolivares fuertes per euro at December 31, 2010).

At December 31, 2011 and 2010 the Venezuelan economy continued to be considered hyperinflationary in terms of IFRS application, and the main impacts for 2011, 2010 and 2009 are as follows:

(Thousands of euros) 2011 2010 2009

Revenue 1,413 3,774 4,107 EBITDA 411 1,227 1,914 Profit (loss) in the net monetary position* (1,327) (3,629) (4,857) Net income (1,587) (4,725) (5,248)

*Loss in the net monetary position is included in the financial expense of the consolidated statement of comprehensive income.

The Venezuelan consumer price index issued by the Central Bank of Venezuela was used to identify inflation rates. Its value at December 31, 2011 and 2010 was 265.6 and 208.2, with an increase during 2011 and 2010 of 27% and 71%, respectively.

F-99

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

11

2.2 Estimates and judgments

The preparation of the consolidated financial statements requires the management of the Group to exercise judgment, to make estimates and to make assumptions which affect the application of the accounting policies and the recorded amounts of assets, liabilities, revenues and expenses. The estimates and assumptions taken into account have been based upon historical experience and other factors which were considered to be reasonable in the light of the circumstances. Consequently, the actual results could differ from those assumptions.

The estimates and assumptions are reviewed periodically, such that any changes made in accounting estimates are posted in the period in which they are reviewed, in the event that such review only affects that period, or in the period of the review and future periods if the revision affects both. The key estimates and judgments are as follows:

• Impairment of assets

The Group assesses for impairment at year end for all non-financial assets which carrying amount could be unrecoverable. Goodwill and intangible assets with an indefinite useful life are tested for impairment annually, or when there is evidence of impairment, based on financial projections and estimates of future operating cash flows. In 2011 the Group has recognized goodwill impairment losses amounting to 15.3 million euros (2010: 19.3 million euros) (Note 5).

• Non-current assets with finite useful life

The Group reviews periodically useful lives of non-current assets, adjusting prospectively amortization methods where applicable. In 2011 and 2010 it was not necessary to make any adjustment in the useful life of non-current assets with definite useful lives.

• Recoverability of deferred tax assets

When the Group or a group company recognizes deferred tax assets, the estimated taxable profits that will be generated in future years are reviewed at year end in order to assess their recoverability, and any impairment loss is recognized accordingly. At December 31, 2011 the Group has recognized deferred tax assets amounting to 90,936 thousand euros (2010: 81,447 thousand euros), as described in Note 18.4.

• Provisions for taxes and other risks

Provisions are recognized for taxes and risks that will probably arise based on related studies. At December 31, 2011 the Group has recognized provisions for taxes and other risks amounting to 14,233 thousand euros (2010: 17,007 thousand euros), as described in Note 17.

• Business combinations and goodwill

The Group assesses for each business combination, the fair value of assets, liabilities and acquired contingent liabilities, allocating the cost of the business combination to the identified elements. Likewise, goodwill arising from the acquisition is assigned to its corresponding cash-generating unit, based on expected synergies, for subsequent impairment tests (Note 5).

2.3 Changes in accounting policies and disclosure of information effective in 2011

The accounting policies applied in the preparation of the consolidated financial statements for the year ended December 31, 2011 are the same as those used in the prior year, except for the adoption, on January 1, 2011, of the following standards, amendments and interpretations published by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee, and adopted by the European Union for its application in its member states.

F-100

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

IAS 32 “Classification of rights issues”

This amendment changes the definition of financial liability mentioned in IAS 32. As a result, the rights issues, options or warrants to acquire a fixed number of the entity’s own equity instruments for a fixed amount in any currency are equity instruments if they are offered pro-rata to all the existing owners of the same class of the entity’s own non-derivative equity instruments. The adoption of this amendment has had no impact on the financial position or performance of the Group.

IAS 24 “Related party disclosures”

The following amendments are included in this standard: the definition of related party is clarified and a partial exemption is included for government-related entities, which requires the disclosure of information regarding balances and transactions with them, only if they are significant, taken individually or collectively. The adoption of these amendments has had no impact on these consolidated financial statements.

IFRIC 14 “Prepayments of a minimum funding requirement”

This amendment is applied in specific circumstances in which the company is required to make annual minimum contributions related to its defined benefit post-employment plans and make early payments to meet such requirements. The amendment permits the company to recognize the economic benefits arisen from prepayments as an asset. The adoption of these criteria has had no impact on the financial position or performance of the Group.

IFRIC 19 “Extinguishing Financial Liabilities with Equity Instruments”

This interpretation establishes that when the terms of a financial liability are renegotiated and, as a result, the entity issues equity instruments to the creditor to extinguish all or part of the financial liability, the instruments issued are considered part of the consideration paid to extinguish the financial liability. These equity instruments are measured at their fair value, unless it cannot be reliably estimated. In such case, the new instruments should be measured to reflect the fair value of the financial liability extinguished; and any difference between the carrying amount of the financial liability extinguished and the initial value of the equity instruments issued is recognized in the income statement for the period. The adoption of the criteria included in this new interpretation has had no impact on the financial position or performance of the Group.

Improvements to IFRS (May 2010)

In May 2010, the ISAB issued its third omnibus of amendments to standards within the framework of the annual improvement process, with a view to removing inconsistencies and clarify wording. There are separate transitional provisions for each standard. The adoption of the following amendments results in a change in the accounting policies, but has had no impact on the financial position or performance of the Group.

• IFRS 3 Business combinations: The possible measurement options for minority interest havebeen amended. Only the components of minority interest in the acquiree that are presentownership interests and entitle their holder to a proportionate share of the entity’s net assets inthe event of liquidation should be measured at either fair value or at the proportionate sharethat the present equity instruments represent in the recognized amounts of the acquiree’sidentifiable net assets. All other components of minority interest are measured at theiracquisition date fair value.

• IFRS 7 Financial Instruments - Disclosures: The amendment is intended to simplify thedisclosures provided by reducing the volume of disclosures around collateral held andimproving disclosures by requiring qualitative information to put the quantitative information incontext. Cirsa has included the disclosures required.

• IAS 1 Presentation of Financial Statements: The amendment clarifies that an entity maypresent an analysis of each component of other comprehensive income either in thestatement of changes in equity or in the notes to the financial statements.

F-101

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

• IAS 34 Interim Financial Statements: The amendment requires additional disclosures for fairvalues and changes in classification of financial assets, as well as changes to contingentassets and liabilities in interim condensed financial statements.

• IFRS 3 Business combinations: It clarifies that the contingent consideration arising from abusiness combination prior to the adoption of IFRS 3 (as revised in 2008) is accounted forunder IFRS 3 (2005).

• IFRS 3 Business combinations: It clarifies the accounting treatment in a business combinationof the acquirer’s share-based payment agreements replaced by the agreements held by theacquiree’s employees.

• IAS 27 Consolidated and separate financial statements: Adoption of transition requirementsfor amendments made as a result of IAS 27 (revised in 2008).

• IFRIC 13 Customer loyalty programmes: In determining the fair value of award credits, anentity must consider the discounts and incentives that would be offered to customers whohave not earned award credits.

Changes adopted in 2010

In 2010, the Group adopted the following new accounting standards that had no significant impact on the reported figures or the presentation and disclosure of the financial statements.

• IFRS 3 (2008), Business combinations.

• Amendment to IAS 27, Consolidated and separate financial statements.

• IFRIC 12 Service Concession Agreements. The impacts of this standard were included anddescribed in the 2010 consolidated financial statements.

• IFRIC 18 Transfers of Assets from Customers.

• IFRS 2 Shared-based payments (Amended).

• IAS 39 Financial instruments: Recognition and measurement – Eligible Hedged Items.

• IFRIC 15 Agreements for the Construction of Real Estate.

• IFRIC 17 Distributions of Non-cash Assets to Owners.

• IFRIC 18 ‘Transfers of Assets from Customers’

• Changes in IFRS 5 ‘Non-current assets held for sale and discontinued operations’ included inimprovements in IFRSs issued in May 2008.

• Improvements in IFRSs issued in April 2009.

F-102

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

2.4 Standards and interpretations approved by the European Union but not yet mandatory in the current year

The Group has not adopted any early standard, interpretation or modification published which has not yet come into force.

The Group is currently analyzing the effect that the following amendment, issued by the IASB and approved by the European Union, but not effective yet, could have on the accounting policies, the financial position or the performance of the Group:

• Amendment to IFRS 7 “Disclosures – Transfers of financial assets”: Effective for annualperiods beginning on or after July 1, 2011.

2.5 New standards and interpretations issued by the IASB and not yet approved by the European Union

At the date of preparation of these consolidated financial statements, the following standards, amendments and interpretations had been issued by the IASB, but were not yet mandatory and had not been approved by the European Union.

• Amendment to IAS 12 “Deferred taxes– Recovery of Underlying Assets”, effective for annualperiods beginning on or after January 1, 2012.

• Amendments to IAS 1, Presentation of Items of Other Comprehensive Income, effective forannual periods beginning on or after July 1, 2012.

• IFRS 9, Financial instruments, effective for annual periods beginning on or after January 1,2013.

• IFRS 10, Consolidated Financial Statements, effective for annual periods beginning on or afterJanuary 1, 2013.

• IFRS 11, Joint Arrangements, effective for annual periods beginning on or after January 1,2013.

• IFRS 12, Disclosure of Involvement with Other Entities, effective for annual periods beginningon or after January 1, 2013

• IFRS 13, Fair value measurement, effective for annual periods beginning on or after January1, 2013.

• IAS 19 revised, Employee Benefits, effective for annual periods beginning on or after January1, 2013.

• IAS 27 revised, Separate Financial Statements, effective for annual periods beginning on orafter January 1, 2013.

• IAS 28 revised, Investments in Associates and Joint Ventures, effective for annual periodsbeginning on or after January 1, 2013.

• IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine, effective for annualperiods beginning on or after January 1, 2013.

• Amendment to IFRS 7 Transfer of Financial Assets, effective for annual periods beginning onor after January 1, 2013.

• Amendments to IAS 32, Offsetting Financial Assets and Financial Liabilities, effective forannual periods beginning on or after January 1, 2014.

F-103

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

If adopted, none of the abovementioned standards and interpretations would have an impact on the Group’s financial statements, except for the change in the consolidation method of multigroup companies that are currently consolidated using the proportional consolidation method and that as of January 1, 2013 will have to be consolidated under the equity method.

2.6 Consolidation methodology

The consolidation methodology is described in the following sections:

Consolidation methods

The methods applied in the consolidation process are as follows:

• Full consolidation method for subsidiaries• Proportional consolidation method for jointly controlled companies• Equity method for affiliated companies

Harmonization

The financial year of the companies within the consolidation perimeter ends on December 31. For consolidation purposes the corresponding 2011 financial statements of each company have been used.

The accounting principles applied by the companies comply with Group policies and, accordingly, no harmonization adjustments were necessary.

Elimination of intergroup transactions

The intercompany balances arising from financial operations, rental agreements, payment of dividends, financial assets and liabilities, purchase and sale of inventories and non-current assets and rendering of services have been eliminated. In regard with purchase and sale transactions, the unrealized margin on assets, as well as depreciation, has been adjusted in order to show the assets at their original cost to the Group.

Translation of financial statements in foreign currency

The financial statements of foreign companies have been translated into euros prior to their consolidation following the year-end rate method, except for the financial statements of Venezuelan companies as stated in Note 2.1. Accordingly, assets and liabilities are translated at the spot rate prevailing at December 31, capital and reserves at the historical rates, and revenues and expenses at the averages rate for the year. Differences arisen from this process have been recorded directly under Translation differences in net equity.

2.7 Business combinations

When Group gains control over one constituted business, or directly over a business’ net assets, the consideration transferred is assigned to assets and liabilities, measured at fair value. The difference between the sum of fair values and the sum of the consideration transferred plus the amount of any non-controlling interest in the acquiree at acquisition date is recognized as goodwill where it is positive or as income in the consolidated statement of comprehensive income where the difference is negative.

The consideration transferred in a business combination is measured at fair value. This is calculated as the sum of the acquisition fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity interests issued by the acquirer.

The costs related to the acquisition, such as finder’s fees, advice, legal, accounting valuation and other professional or consulting fees, are recognized as expenses in the years when they are incurred and the services are provided.

F-104

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

2.8 Intangible assets

Intangible assets are initially measured at acquisition cost less accumulated amortization and any impairment loss.

Goodwill is not amortized for having indefinite useful life. Instead, it is tested for impairment at least annually as well as non-amortized intangible assets. Likewise, the net carrying amount of intangible assets having finite useful life is tested for impairment when there is evidence or changes of not recovering the carrying amount, similar to the criteria established for property, plant and equipment.

Research expenses are charged to expenses when incurred, while development costs related to an individual project are capitalized when the Group can demonstrate the technical feasibility and profitability, the availability of financing resources and incurred costs can be measured reliably. Development expenses to be capitalized, including the cost of materials, personnel expenses directly attributable and a fair proportion of overheads, are amortized using the reducing balance amortized method (50% the first year) over the period for which they expect to obtain profits or income from such project, which generally comprises three years.

Amounts paid to the owners of the sites where the slot machines are located on an exclusivity basis are capitalized as installation rights. They are amortized on a straight-line basis over the contract term.

Administrative concessions are amortized on a straight-line basis, according to the concession term, as well as transfer rights of leased premise

Software is amortized on a straight-line basis over three years.

2.9 Property, plant and equipment

Property, plant and equipment are measured at acquisition cost less accumulated depreciation and any recognized impairment loss.

The Group assesses whether there is an indication that the net carrying amount of property, plant and equipment may be impaired. If any indication exists, assets or cash-generating units are recorded at their recoverable amount.

Expenses for repairs which do not prolong the useful life of the assets, as well as maintenance expenses, are taken to the consolidated statement of comprehensive income in the year incurred. Expenses incurred for expansion or improvements which increase the productivity or prolong the useful life of the asset are capitalized. Future expenses for restoring and retirement are recognized, at present value, as a cost component, with a liability provision as counterpart.

Depreciation charges are calculated over the estimated useful lives of the assets. Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful life. The declining balance depreciation is used alternatively for some assets, basically slot machines, since it better follows the actual pattern of income related to these assets.

Method Rate

Commercial buildings (new/used) and plant Straight line 2-4% Riverboats Straight line 6,6% Production installations (new/used) Straight line 8-16% Other installations Straight line 8-12% Production machinery Straight line 10% Other production equipment Straight line 20% New slot machines (“A” and “B” / “V” and “C”) Declining/Straight line 20% Used slot machines Straight line 40% Furniture (new/used) Straight line 10-20% Vehicles (new/used) Declining/Straight line 10-32% Tools and furniture (new/used) Straight line 30-60% EDP equipment (new/used) Declining/Straight line 25-50% Molds and dices Straight line 25% Other PP&E items Straight line 16%

F-105

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

The finite useful life of exploiting slot machines is necessarily subject to exogenous factors (mainly market and competence) of difficult forecast. In the event that such equipment completes its useful life before the base period used for depreciation, the net balance of the related good at the removal date is charged as depreciation for the year, given its recurrent and typical features, as well as its corrective nature of systematic depreciation performed on related goods.

2.10 Investments in associates

Investments are accounted for under the equity method, i.e. they are accounted initially at cost and its carrying amount is increased or decreased in order to recognize the part of the result of the invested company attributed to the Group from the acquisition date.

Part of the profit (loss) for the year of the invested company is recorded in the Group consolidated statement of comprehensive income. Dividends received reduce the amount of the investment.

Changes in the invested company’s equity different than those generated by income of the period are directly recorded as changes in the Group’s net equity.

2.11 Financial assets

Financial assets are initially recorded at fair value. For investments not measured at fair value with changes in results, directly attributable transaction costs are added. The Group establishes the classification of financial assets at the initial recognition, and, when appropriate and allowed, the classification is assessed again at each year end.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative instruments having neither maturity date (or not expected to be held until maturity), nor nature of trading portfolio, nor derived from trading activities or Group loans. Upon initial recognition, where possible, they are measured at fair value, recognizing changes in fair value directly within a separate caption in equity until the investment is derecognized or impaired, at which time the accumulated profit or loss previously recorded in equity is taken to the consolidated statement of comprehensive income.

In 2011 and 2010 the Group available-for-sale investments have been measured at acquisition cost, since they cannot be measured reliably at fair value.

Loans and receivables

The Group recognizes in this category trade and non-trade receivables, which include financial assets with fixed or determinable payments not quoted on active markets and for which the Group expects to recover the full initial investment, except, where applicable, in cases of credit deterioration.

Following initial recognition, these financial assets are measured at amortized cost.

Nevertheless, non-trade receivables which mature within less than one year with no contractual interest rate, as well as prepayments and loans to personnel, the amount of which is expected in the short term, are carried at nominal value both at initial and subsequent measurement, when the effect of not discounting cash flows is not significant.

F-106

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

2.12 Cancelation of financial assets and liabilities

Financial assets (or, when applicable, part of a financial asset or part of a group of similar financial assets) are derecognized when:

− Rights to related cash flows have expired; − The Group has retained the right to receive related cash flows, but has assumed the liability of

fully paying them within the established terms to a third party under a transfer agreement; − The Group has transferred the rights to receive related cash flows and (a) has substantially

transferred the risks and rewards incidental to the ownership of the financial asset, or (b) has not transferred or retained the asset’s risks and rewards, but has transferred the control over the asset.

Financial liabilities are derecognized when the related liability is settled, cancelled or expired. When a financial liability is replaced for other from the same borrower but with substantially different terms, or the conditions of the existing liability are substantially modified, such change or modification is recorded as a disposal of the original liability and an addition of a new liability. Difference of related carrying amounts is recognized in the consolidated statement of comprehensive income.

2.13 Inventories

Inventories are accounted for at the lower of the acquisition cost and the recoverable amount.

The recoverable amount of raw materials is the replacement cost. Nevertheless, no provision is set aside for raw materials and other consumables used in production, if the finished products in which they are incorporated are sold above cost. The recoverable value of finished products corresponds to the estimated sales price less related selling expenses.

The cost value of finished products includes materials measured at the weighted average acquisition price, third-party work, labor and production overhead.

2.14 Cash and cash equivalents

This heading includes cash, current accounts, bank deposits and other financial investments maturing within less than three months from the acquisition date, provided that risks of the substantial alteration of their value are not significant.

In terms of the consolidated statement of cash flows, cash and cash equivalents include the abovementioned concepts, net of bank overdrafts, if applicable.

2.15 Impairment of assets

Non-financial assets

The Group assesses at each year end whether there is an indication that a non-current asset may be impaired. If any indication exists, and when an annual impairment test is required, the Group estimates the asset’s recoverable amount. The recoverable amount is the higher of the cash-generating unit (CGU) fair value less cost to sell and value in use, and it is established for each separate asset, unless for assets that do not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and its carrying amount is reduced to the recoverable amount. To assess value in use, expected cash flows are discounted to their present value using risk free market rates, adjusted by the risks specific to the asset. Impairment losses from continuing activities are recognized in the consolidated statement of comprehensive income.

F-107

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

The Group assesses at year end indicators of impairment losses previously recorded in order to verify whether they have disappeared or decreased. If there are indicators, the Group estimates a new recoverable amount. A previously recognized impairment loss is reversed only if the circumstances giving rise to it have disappeared, since the last loss for depreciation was recognized. In this regard, the asset’s carrying amount increases to their recoverable amount. The reversal is limited to the carrying amount that would have been determined had no impairment loss been recognized for the asset.

The reversal is recognized in the consolidated statement of comprehensive income. Upon such reversal, the depreciation expense is adjusted in the following periods to amortize the asset’s revised book value, net of its residual value, systematically over the asset’s useful life.

Financial assets

The Group assesses at year end if financial assets or group of financial assets are impaired. To assess the impairment of certain assets, the following criteria are applied:

• Assets measured at amortized cost

If there is objective evidence that there is an impairment loss of loans and other receivables recorded at amortized cost, the loss is measured as the difference between the net carrying amount and the present value of estimated cash flows, discounted at the current market rate upon initial recognition. The net carrying amount is reduced by an allowance, and the loss is recorded in the consolidated statement of comprehensive income.

Impairment loss is reversed only if the circumstances giving rise to it have ceased to exist. Such reversal is limited to the carrying amount of the financial asset that would have been recognized on the reversal date had no impairment loss been recognized.

In regard with trade and other receivables, when there is objective evidence of not collecting them, an adjustment is made based on identified bad debts risk.

• Available-for-sale financial assets

If a financial asset available-for-sale is impaired, the difference between its cost (net of any repayment) and present fair value, less any previous impairment loss recognized in equity is taken to the consolidated statement of comprehensive income. Reversals related to equity instruments classified as available-for-sale are not recognized in the consolidated statement of comprehensive income, but the associated increase in value is directly recorded in equity.

2.16 Treasury shares

Treasury shares are recorded as a direct decline in the Group’s equity. They are measured at cost value, without recognizing any impairment loss. No gain or loss is recognized in the consolidated statement of comprehensive income on the purchase or sale of the Group’s own equity instruments.

2.17 Provisions

Provisions are recognized when:

− the Group has a present obligation either legal, contractual or constructive as a result of past events;

− it is probable that an outflow of resources will be required to settle the obligation; and − the amount of the obligation can be reliably measured.

When the effect of the cash temporary value is significant, the provision is estimated as the present value of the future cash flows required to settle the obligation.

F-108

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

The discount rate applied in the assessment of the obligation’s present value only corresponds to the temporary value of money and does not include the risks related to the estimated future cash flows related to the provision. The increase of the provision derived from the aforementioned discount is recorded as a financial expense.

2.18 Interest yield loans and credits

Loans and credits are initially measured at cost value, which is the fair value of the contribution received, net of issuance costs related to the debt.

Upon initial recognition, interest yield loans and credits are recognized at amortized cost using the effective interest rate method, including any issuance cost and discount or settlement premium.

2.19 Translation of balances in foreign currency

Transactions in foreign currency are translated at the spot rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated at the spot rate prevailing at the closing date. Unrealized exchange gains or losses are recognized in the consolidated statement of comprehensive income. As an exception, exchange gains or losses arising from intergroup monetary assets and liabilities that reflect investments in foreign subsidiaries are recorded in Translation differences in equity, with no impact on the consolidated statement of comprehensive income.

2.20 Leases

Leases are considered to be financial leases when all risks and rewards incidental to ownership of the leased item are substantially transferred to the Group. Assets acquired under financial lease arrangements are recognized as property, plant and equipment at the beginning of the lease term in the consolidated statement of financial position, recording an asset equivalent to the fair value of the leased item or, if lower, the present value at the commencement of the lease of the minimum lease payments. A financial liability is recorded for the same amount.

Lease payments are apportioned between finance charges and reduction of the lease liability, in order to maintain a constant interest rate of the outstanding debt. The finance charges are recorded directly in the consolidated statement of comprehensive income. These assets are depreciated, impaired, and derecognized using the same criteria applied to assets of a similar nature.

Leases are considered to be operating leases when all risks and rewards incidental to ownership of the leased item are substantially maintained by the lessor. Operating lease payments are recognized as expense in the consolidated statement of comprehensive income when accrued over the lease term.

2.21 Revenues

Revenues are recognized when it is probable that the economic benefits from the transaction will flow to the Group and the amount of income and costs incurred or to be incurred can be reliably measured.

Revenues from exploiting slot machines are measured at the collected amount. The percentage of the amount collected from slot machines attributable to the owner of the premises where the machine is located is included as operating expense under Variable rent.

Revenue from bingo cards are recognized for the total amount of sold cards, based on their face value, while recognizing the prizes granted to players as operating expense. The card cost is recorded in Consumptions, and the gaming tax rate over purchased bingo cards is included under Gaming taxes.

F-109

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

Revenue from casinos is recorded for the net amount from the game (“win”), after deducting prizes removed by players.

Revenue from sale of finished products is measured when risks and significant benefits incidental to the ownership of the assets have been transferred to the buyer and the outcome can be estimated reliably, circumstance that generally arises with the effective goods delivery.

Interest income is recorded based on the time passed, including the asset’s effective yield.

2.22 Restructuring expenses

Expenses incurred in restructuring processes, mainly indemnities to personnel, are recognized when a formal and detailed plan exists to perform such process by identifying the main parameters (i.e. main locations, functions and approximate number of affected employees, estimated payments and the implementation schedule) and creating a real and valid expectation among affected employees in regard with the process.

2.23 Income tax

Deferred income tax is recognized on all temporary differences at the closing date between the tax bases of assets and liabilities and their carrying amounts in the statement of financial position.

Deferred tax liabilities are recognized for all temporary differences, except for taxable temporary differences arisen from an acquired goodwill, which amortization is not tax deductible and those arisen upon the initial recognition of an asset or liability in a transaction, other than a business combination, and that at the transaction date did not affect the accounting or the tax result.

Likewise, a deferred tax liability is recognized for all taxable temporary differences from investments in subsidiaries, associates or jointly controlled companies, except when both the following conditions are met: (a) when the Group is able to manage the reversal date of the temporary difference and (b) to the extent that the temporary difference will not be reversed in the future. In this regard, when the results are generated in subsidiaries in countries where there is not an agreement to avoid double taxation and the Group’s policy is the repatriation of dividends, the Group records a deferred tax related to the effective amount that would be filed when profits are repatriated.

Deferred tax assets are recognized for all deductible temporary differences, tax credits and unused tax loss carryforwards, to the extent that it is probable that future taxable profit will be available against which these assets may be utilized, except for deductible temporary differences arisen upon the initial recognition of an asset or liability in a transaction, other than a business combination, and that at the transaction date did not affect the accounting or the tax result.

Furthermore, only a deferred tax asset is recognized for all deductible temporary differences from investments in subsidiaries, associates or jointly controlled companies when both the following conditions met: (a) to the extent that the temporary difference will be reversed in the future, and (b) to the extent that it is probable that future taxable profit will be available against which these temporary differences may be utilized.

The recovery of deferred tax assets is reviewed at year end, reducing the amount in assets to the extent that it is probable that future taxable benefits will not be available and consequently these assets could not be utilized.

Deferred taxes are measured based on the tax legislation and charge rates enacted or to be enacted, at the date of consolidated statement of financial position.

Deferred tax assets and liabilities are not discounted and are classified as non-current assets or non-current liabilities, respectively.

F-110

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

2.24 Contingencies

When unfavorable outcome of a situation that leads to a potential loss is likely to occur (i.e. more than 50% of possibilities), the Group establishes a provision which is recorded based on the best estimate of present value of expected future disbursement. On the other hand, if expectations of favorable resolution are more likely, no provision is recorded, which is reported in the notes of existing risks, unless the possibility of a negative outcome is clearly considered remote.

2.25 Classification of current and non-current assets and liabilities

Assets and liabilities are classified in the consolidated statement of financial position as current and non-current according to their maturity date. Current assets mature within one year from the closing date, and non-current assets mature in more than such period.

3. SEGMENT INFORMATION

The Group’s activities are organized and managed separately based on the nature of the provided services and products. Each segment represents a strategic business unit, which provides several services and offers product to different markets. The related operating results are assessed regularly by the Group’s highest management body in order to decide which resources should be allocated to the segment and to assess its yield.

The Group has classified as operating segment the identified Group component in charge of supplying a single product or service, or a group of them, which is subject to risks and returns of different nature to those related to other segments within the Group. The main factors considered in identifying the segments have been the nature of products and services, the nature of the production process and the type of customer.

Assets, liabilities, income and expenses by segments include those directly and reasonably assignable. The captions not assigned by the Group correspond to deferred tax assets and liabilities accounts.

The transfer prices between segments are calculated based on the actual costs incurred, which have been increased by a fair trading margin.

3.1 Operating segments

The distribution of detailed operating segments meets the information usually managed by the Management. Segments, as defined by the Group, are as follows:

Slots:

Owns and operates slot machines in bars, cafes, restaurants and recreation rooms in Spain and Italy. Also provides interconnected machines in Italy.

B2B:

Designs, manufactures and distributes slot machines and game kits for the Spanish and international market. The division sells directly or through distributors to other divisions of the Group, mainly slot division, and third parties.

Casinos:

The Group operates with two types of casinos, traditional casinos which include table games and casino slot machines, and electronic casinos which only operate with casino slot machines.

F-111

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2011

Bingos:

Operation of bingo halls mainly in Spain and to a lesser extent, in Italy and Mexico. These rooms operate through the sale of bingo cards to customers, and to a lesser extent through the operation of slot machines and restoration services.

Other segments:

Segments that as a whole represent less than 10% of total external and internal revenue, less than 10% of the combined result of all segments with added benefits and less than 10% of total assets, have been considered as irrelevant and no specific information has been provided, grouped under this generic title.

The following chart shows information on revenue and results, information about assets and liabilities, and other information related to the different operating segments as for December 31, 2011 and 2010.

F-112

2011

(Tho

usan

ds o

f eur

os)

Slot

s B

2B

Cas

inos

B

ingo

El

imin

atio

ns a

nd

othe

r To

tal

Ass

ets

by s

egm

ent

Non

-cur

rent

ass

ets

assi

gned

24

6,96

7 10

0,71

4 56

5,25

7 11

5,38

1 (4

6,42

3)

981,

896

Non

-cur

rent

ass

ets

not a

ssig

ned

- -

- -

90,9

36

90,9

36

Cur

rent

ass

ets

assi

gned

12

1,85

0 24

,728

25

5,32

8 31

,277

(1

16,3

66)

316,

817

Tota

l ass

ets

368,

817

125,

442

820,

585

146,

658

(71,

853)

1,

389,

649

Liab

ilitie

s by

seg

men

t Li

abili

ties

assi

gne d

(292

,485

)(5

0,05

5)(5

19,0

36)

(194

,903

)(2

51,5

79)

(1,3

08,0

58)

Liab

ilitie

s no

t ass

igne

d -

- -

- (4

5,97

0)

(45,

970)

To

tal l

iabi

litie

s(2

92,4

85)

(50,

055)

(519

,036

)(1

94,9

03)

(297

,549

) (1

,354

,028

)

Rev

enue

S

ales

to e

xter

nal c

usto

mer

s 47

4,48

8 56

,651

48

8,80

9 23

9,60

9 (2

,374

) 1,

257,

182

Inte

rgro

up s

ales

1,

711

49,5

39

1,27

0 1,

581

(54,

101)

-

Tota

l net

ope

ratin

g re

venu

e 47

6,19

9 10

6,19

0 49

0,07

9 24

1,19

0 (5

6,47

5)

1,25

7,18

2

Prof

it fo

r the

yea

r E

BIT

DA

(*)

99,3

2420

,587

172,

534

18,0

20(2

0,46

4)29

0,00

1Fi

nanc

e in

com

e 4,

818

8,02

2 13

,137

81

4 (1

5,70

6)

11,0

85

Fina

nce

cost

s(1

1,44

5)(6

,289

)(3

7,57

3)(1

2,58

6)(3

9,62

8)(1

07,5

21)

Pro

fit b

efor

e in

com

e ta

x 23

,302

16

,932

77

,161

(2

2,57

4)

(68,

037)

26

,784

In

com

e ta

x ex

pens

e (1

6,26

3)

(4,1

73)

(42,

758)

2,

438

17,0

52

(43,

704)

N

et p

rofit

from

con

tinui

ng o

pera

tions

7,

038

12,7

59

34,4

03

(20,

135)

(5

0,98

5)

(16,

920)

Non

-mon

etar

y ex

pens

es

Dep

reci

atio

n, a

mor

tizat

ion

and

impa

irmen

t (6

1,44

1)

(3,4

87)

(65,

733)

(2

4,46

2)

5,57

2 (1

49,5

51)

Cha

nges

in tr

ade

prov

isio

ns

(3,3

83)

(854

) (1

,273

) (1

) -

(5,5

11)

Oth

er s

igni

fican

t exp

ense

s P

erso

nnel

(46,

191)

(19,

426)

(98,

252)

(48,

876)

(12,

061)

(224

,806

)E

xter

nal s

uppl

ies

and

serv

ices

(6

6,53

4)

(20,

149)

(1

13,2

99)

(68,

886)

23

,676

(2

45,1

92)

Gam

ing

taxe

s (2

22,2

69)

(1,0

28)

(94,

013)

(9

2,84

8)

(288

) (4

10,4

46)

Oth

er in

form

atio

n by

seg

men

ts

Inve

stm

ent i

n no

n-cu

rren

t ass

ets

57,1

17

3,32

6 62

,757

36

,593

35

3 16

0,14

6 In

vest

men

ts in

ass

ocia

tes

608

608

736

- 94

4 2,

896

(*) F

or fi

nanc

ial i

nfor

mat

ion

purp

oses

, EB

ITD

A is

def

ined

as

prof

it (lo

ss) b

efor

e in

com

e ta

x, fi

nanc

ial r

esul

t, ga

ins

(loss

es) f

rom

inve

stm

ents

in a

ssoc

iate

s, g

ains

(los

ses)

fro

m d

ispo

sal/w

rite-

off o

f non

-cur

rent

ass

ets,

cha

nge

in o

pera

ting

prov

isio

ns, a

nd im

pairm

ent c

harg

es, d

epre

ciat

ion

and

amor

tizat

ion.

F-113

Cirs

a G

amin

g C

orpo

ratio

n G

roup

N

otes

to th

e co

nsol

idat

ed fi

nanc

ial s

tate

men

ts fo

r the

yea

r end

ed D

ecem

ber 3

1, 2

011

2010

(Tho

usan

ds o

f eur

os)

Slot

s B

2B

Cas

inos

B

ingo

El

imin

atio

ns a

nd

othe

r To

tal

Ass

ets

by s

egm

ent

Non

-cur

rent

ass

ets

assi

gned

29

0,68

8 65

,536

59

0,46

9 21

8,20

6 (1

96,3

27)

968,

572

Non

-cur

rent

ass

ets

not a

ssig

ned

- -

- -

81,4

47

81,4

47

Cur

rent

ass

ets

assi

gned

99

,913

78

,817

20

6,70

3 44

,287

(1

30,6

19)

299,

101

Tota

l ass

ets

390,

601

144,

353

797,

172

262,

493

(245

,499

) 1,

349,

120

Liab

ilitie

s by

seg

men

t Li

abili

ties

assi

gne d

(254

,427

)(1

17,8

14)

(651

,311

)(1

93,0

00)

(14,

313)

(1

,230

,865

)Li

abili

ties

not a

ssig

ned

- -

- -

(33,

276)

(3

3,27

6)

Tota

l lia

bilit

ies

(254

,427

)(1

17,8

14)

(651

,311

)(1

93,0

00)

(47,

589)

(1

,264

,141

)

Rev

enue

S

ales

to e

xter

nal c

usto

mer

s 43

2,49

7 58

,196

46

0,25

2 28

8,15

0 5,

369

1,24

4,46

4 In

terg

roup

sal

es

1,95

3 33

,359

1,

001

1,45

8 (3

7,77

1)

- To

tal n

et o

pera

ting

reve

nue

434,

450

91,5

55

461,

253

289,

608

(32,

402)

1,

244,

464

Prof

it fo

r the

yea

r E

BIT

DA

(*)

88,3

6716

,414

142,

188

30,8

97(1

7,84

4)26

0,02

2Fi

nanc

e in

com

e 4,

050

5,36

5 14

,881

90

6 (1

4,11

4)

11,0

88

Fina

nce

cost

s(9

,488

)(7

,096

)(4

2,00

5)(1

3,46

3)(2

0,26

4)(9

2,31

6)P

rofit

bef

ore

inco

me

tax

25,4

79

9,56

7 50

,013

(1

7,98

7)

(44,

567)

22

,505

In

com

e ta

x ex

pens

e (9

,934

) (3

,191

) (3

0,97

9)

349

10,6

58

(33,

097)

N

et lo

ss15

,545

6,37

619

,034

(17,

638)

(33,

909)

(10,

592)

Non

-mon

etar

y ex

pens

es

Dep

reci

atio

n, a

mor

tizat

ion

and

impa

irmen

t (4

5,81

7)

(3,2

65)

(60,

510)

(3

6,77

1)

5,94

5 (1

40,4

18)

Cha

nges

in tr

ade

prov

isio

ns

(3,8

40)

(109

) (5

91)

(7)

(9)

(4,5

56)

Oth

er s

igni

fican

t exp

ense

s P

erso

nnel

(45,

620)

(1

8,95

3)

(98,

465)

(4

9,88

8)

(15,

646)

(228

,572

)E

xter

nal s

uppl

ies

and

serv

ices

(5

6,41

8)

(17,

217)

(1

27,3

42)

(70,

063)

17

,611

(2

53,4

29)

Gam

ing

taxe

s(2

11,4

72)

(779

)(8

2,50

2)(1

20,0

86)

(24)

(414

,863

)

Oth

er in

form

atio

n by

seg

men

ts

Inve

stm

ent i

n no

n-cu

rren

t ass

ets

48,3

70

2,36

4 67

,972

21

,905

13

7 14

0,74

8 In

vest

men

ts in

ass

ocia

tes

5 78

525

702

8194

42,

830

(*) F

or fi

nanc

ial i

nfor

mat

ion

purp

oses

, EB

ITD

A is

def

ined

as

prof

it (lo

ss) b

efor

e in

com

e ta

x, fi

nanc

ial r

esul

t, ga

ins

(loss

es) f

rom

inve

stm

ents

in a

ssoc

iate

s, g

ains

(los

ses)

fro

m d

ispo

sal/w

rite-

off o

f non

-cur

rent

ass

ets,

cha

nge

in o

pera

ting

prov

isio

ns, a

nd im

pairm

ent c

harg

es, d

epre

ciat

ion

and

amor

tizat

ion.

F-114

3.2 Geographic segments

In the presentation of information by geographic segments, sales are based on the destination country and the assets on their location. The following chart shows this information as for December 31, 2011 and 2010.

2011

(Thousands of euros)

Sales to external

customers

Sales Inter-

segment

Total revenue by

segment

Assets by

segment

Investment in non-current

assets

Spain 457,862 31,664 489,526 794,632 56,556Latin America 524,920 690 525,610 816,834 90,885 Italy 274,400 1,123 275,523 175,122 12,705Eliminations and others - (33,477) (33,477) (396,939) -

1,257,182 - 1,257,182 1,389,649 160,146

2010

(Thousands of euros)

Sales to external

customers

Sales Inter-

segment

Total revenue by

segment

Assets by

segment

Investment in non-current

assets

Spain 554,834 27,660 582,494 834,290 49,027Latin America 483,770 268 484,038 603,056 69,154 Italy 205,860 - 205,860 122,838 22,567Eliminations and others - (27,928) (27,928) (211,064) -

1,244,464 - 1,244,464 1,349,120 140,748

4. BUSINESS COMBINATIONS AND ACQUISITIONS OF PARTICIPATING COMPANIES

4.1 2011

The breakdown of the companies in which the Company has gained unilateral and exclusive control in 2011 is summarized as follows:

(Thousands of euros)

Name and description of companies and business Acquisition date

% of voting rights

Acquisition price

Fair value of acquired net

assets

Goodwill arising on acquisition

Gonmatic, S.L. (*) October 2011 100% 16,829 16,829 -

Recreativos Ove, S.L. February 2011 100% 2,519 2,519 -

La Barra de Panamá, S.A. April 2011 100% 7 7 -Bumex Land S.L. October 2011 15,3% 432 432 -

19,787 19,787 -

The fair value of the net assets acquired from Gonmatic, S.L. includes, apart from the ones contributed by that company itself at the date of acquisition, the fair value of the assets and liabilities contributed by Gestión de Máquinas Recreativas, S.L. (company 100% owned by the latter), and the fair value of the assets of several activity businesses, which amounted to 11,366 thousand euros, acquired in an operation related to the first one and which consisted of several recreational machine stocks in the Spanish market. Consequently, the operation described above has been recognized as a single business combination.

The fair value of the assets acquired from Recreativos Ove, S.L. includes, apart from the ones contributed by the company itself at the date of acquisition, the fair value of the assets and liabilities contributed by Gestión de Máquinas Recreativas, S.L. (company 100% owned by the latter).

F-115

The figure in column Acquisition price is higher than the amount for that concept shown in the consolidated statement of cash flows, since there are deferred payments regarding business combinations in the current year.

The value of identifiable assets and liabilities at the date of gaining control over these acquisitions were as follows:

(Thousands of euros)

Fair value recognized on

acquisition Carrying

value

Property, plant and equipment 4,247 1,849 Goodwill - 3,874Intangible assets 11,974 1,882 Other non-current assets 21 21 Current assets 4,840 4,840 Liabilities (including generated deferred taxes) (1,295) (958)

19,787 11,508

If acquisitions had occurred at the beginning of the year, consolidated operating revenue and consolidated profit for the year 2011 would have increased by 7,117 thousand and 95 thousand euros, respectively. Additionally, the Group’s gains contributed by these companies since the acquisition date amount to 85 thousand euros.

4.2 2010

The breakdown of the companies in which the Company has gained unilateral and exclusive control in 2010 (some of which were already invested in in prior years) is summarized as follows:

(Thousands of euros)

Name and description of companies and business

Acquisition date

% of voting rights

Acquisition price

Fair value of acquired net

assets

Non-controlling interests arisen in the business

combination

Goodwill arising on acquisition

Accord Investment, S.A. March 2010 100.0% 3,900 3,900 - -

Universal de Casinos, S.A. May 2010 50.01% 17,700 35,392 17,692 -

Jesalí, S.A./Complejo Hotelero Monte Picayo, S.A. (*) April 2010 100.0% 2,980 2,980 - -

Inversiones Interactivas, S.A. January 2010 70.0% - 3,178 3,178 -

Hispania Investments, S.A. November 2010 100.0% 3,121 708 - 2,413

27,701 46,158 20,870 2,413

(*) In 2010, Cirsa acquired 50% of Jesali, S.A. shares (obtaining 100% of its shares, since it already held the other 50%). In turn, Jesalí, S.A., owned 100% of Complejo Hotelero Monte Picayo, S.A. shares.

The Group chose to measure non-controlling interests arisen in these business combinations according to its percentage of ownership applied on the fair value of acquired net assets at the date of gaining control over the company, instead of measuring them at the fair value of its minority financial investment.

The figure in column Acquisition price is lower than the amount for that concept shown in the consolidated statement of cash flows, since deferred payments regarding business combinations from prior years were settled in 2010.

F-116

The value of identifiable assets and liabilities at the date of gaining control over those acquisitions were as follows:

(Thousands of euros)

Fair value recognized on

acquisition Carrying

value

Property, plant and equipment 37,803 33,927 Goodwill 2,413 -Intangible assets 14,159 3,540 Financial investments 10,421 10,421 Other non-current assets 77 77 Current assets 28,527 28,547 Liabilities (including generated deferred taxes) (44,829) (40,480)

48,571 36,032

If acquisitions had occurred at the beginning of the year, consolidated operating revenue and consolidated profit for the year 2010 would have increased by 25,700 thousand and 410 thousand euros, respectively. Additionally, the Group’s gains contributed by these companies since the acquisition date amount to 3,518 thousand euros.

5. GOODWILL

The breakdown of goodwill by operating segments is as follows:

(Thousands of euros) 2011 2010

Bingos 85,977 88,134Slots 63,733 74,142Casinos 74,193 75,316Other 3,478 3,478

227,381 241,070

The balance of goodwill at December 31, 2011 and 2010 is shown net of impairment loss allowances, which according to the applicable accounting standards are not revertible, amounting to 51,580 and 36,301 thousand, respectively. In 2011 an impairment loss on goodwill amounting to 15,279 thousand euros has been recognized basically as a result of the lower expectations in generating cash flows from certain operators in Spain (10,409 thousand euros) and certain bingo halls (2,567 thousand euros). In 2010 impairment losses amounting to 19,300 thousand euros were recognized, basically related to goodwill associated to Spanish bingo halls.

The evolution of the goodwill amount recorded in books, net of impairment loss, is as follows:

(Thousands of euros) 2011 2010

Balance at January 1 241,070 250,625 Goodwill recognized in the year (Note 4) - 2,413 Impairment losses (15,279) (19,300) Net exchange differences arising during the period 1,590 7,332

Balance at December 31 227,381 241,070

Note 9 includes several elements related to the study on the possible impairment of Group’s assets.

F-117

6. OTHER INTANGIBLE ASSETS

6.1 Movements

2011

(Thousands of euros) January 1,

2011 Additions Disposals Transfers

Translation differences and other

December 31, 2011

COST

Development costs and patents 44,454 2,283 - 114 (3) 46,848 Administrative concessions 50,838 6,783 (74) 14,372 575 72,494 Installation rights 121,951 26,740 (11,551) - - 137,140 Transfer rights 3,412 534 (224) 37 (42) 3,717 Software 17,423 841 (51) 77 (165) 18,125Prepayments and other 33,759 2,406 (5) (14,600) 14 21,574

271,837 39,587 (11,905) - 379 299,898

AMORTIZATION

Development costs and patents (39,208) (1,960) - - (11) (41,179) Administrative concessions (16,939) (4,588) - - (572) (22,099) Installation rights (66,948) (19,270) 9,070 - 4 (77,144) Transfer rights (671) (84) 224 - 19 (512) Software (15,181) (1,282) 50 - 310 (16,103)

(138,947) (27,184) 9,344 - (250) (157,037)

Impairment loss (5,228) (1,459) - - - (6,687)

Net carrying amount 127,662 10,944 (2,561) - 129 136,174

2010

(Thousands of euros) January 1,

2010 Additions Disposals Transfers

Translation differences and other

December 31, 2010

COSTDevelopment costs and patents 44,391 1,800 (1,737) - - 44,454 Administrative concessions 24,001 1,282 - 24,472 1,083 50,838 Installation rights 113,963 20,957 (12,969) - - 121,951 Transfer rights 939 2,458 - - 15 3,412 Software 15,763 1,466 (113) - 307 17,423Prepayments and other 37,728 19,278 - (24,472) 1,225 33,759

236,785 47,241 (14,819) - 2,630 271,837

AMORTIZATIONDevelopment costs and patents (37,089) (2,119) - - - (39,208) Administrative concessions (12,446) (2,795) - - (1,698) (16,939) Installation rights (59,392) (17,007) 9,453 - (2) (66,948) Transfer rights (610) (61) - - - (671) Software (12,931) (2,753) 110 - 393 (15,181)

(122,468) (24,735) 9,563 - (1,307) (138,947)

Impairment loss (6,965) - 1,737 - - (5,228)

Net carrying amount 107,352 22,506 (3,519) - 1,323 127,662

Additions in 2011 include the effects of business combinations (Note 4), which amounted to a gross value of 13,243 thousand euros and an accumulated depreciation of 1,701 thousand euros (2010: 14,159 thousand euros of net carrying amount in 2010). These amounts are almost entirely related to installation rights and administrative concessions.

Additions in 2011 included in Installation rights mainly relate to the non-refundable payment in exchange of the exclusive rights to operate the premises where the recreational machines are located.

F-118

The disposals in this caption mainly relate to installation rights pending amortization in premises which are closed, or it was decided not to operate the machine for profitability reasons.

In 2010 additions under Prepayments and other correspond to the payment of the second installment of the concession of 2,583 licenses for video lottery machines in Italy amounting to 19.3 million euros. The total cost of the concession was 38.7 million euros and it was settled in two installments: October 2009 and November 2010.

In 2011 transfers under the caption Prepayments and other (see Note 6.3) correspond to licenses of video lottery of Cirsa Italia, SpA in operation at December 31, 2011, and therefore, they have been transferred to Administrative concessions, for an amount of 14.3 million euros.

In 2010 transfers under the caption Prepayments and others (Note 6.3) correspond to the following:

• Licenses acquired in 2009 to operate slot machines in Panama amounting to 13.6 millioneuros. These licenses were effective as of March 10, 2010 and therefore they were transferredin 2010 to the caption Administrative concessions.

• Licenses of video lottery machines of Cirsa Italia SpA in operation at December 31, 2010 andtherefore they were also transferred to Administrative concessions for an amount of 10.8million euros.

6.2 Development costs and patents

They correspond mainly to the following:

• Industrial companies: Creation of new models of slot machines and technological innovations forthem. Net value as of December 31, 2011 and 2010 is 2,263 and 2,480 thousand euros,respectively.

• Lottery and interactive products companies: Development of software applications for on-linegames. Net value as of December 31, 2011 and 2010 is 3,929 and 3,891 thousand euros,respectively.

The internal cost of developing new models of slot machines and software for on-line games by the B2B division of the Group are capitalized as an increase in the value of developments costs and patents. The total amount of works performed by the Group for the intangible assets in 2011 and 2010 amounted to 1,770 and 1,003 thousand euros, respectively.

Research and development expenses recognized as expenses in 2011 amounted to 253 thousand euros (31 December 2010: 709 thousand euros).

6.3 Administrative concessions

The gross balance of official licenses to operate as of December 31, 2011 mainly corresponds to:

• An official contract to operate slot machines in Panama amounting to 29,914 thousand euros(28,967 thousand euros at December 31, 2010). The net value of this concession at December31, 2011 amounts to 15,832 thousand euros (17,826 thousand euros at December 31, 2010).

• Ownership interest in an Argentinean company that operates a lottery employing disabledpeople amounting to 1,906 thousand euros at December 31, 2011 (2,054 thousand euros atDecember 31, 2010). The net value of these concessions at December 31, 2011 and 2010 iszero.

• Licenses of video lottery machines acquired by Cirsa Italia S.p.A. for an amount of 25.6 millioneuros (11.3 million euros at December 31, 2010) (Note 6.1). The net value of this concessionat December 31, 2011 is 23.2 million euros (10.7 million euros at December 31, 2010). Theincrease in 2011 is due to the amount transferred from prepayments to administrativeconcessions mentioned in Note 6.1.

F-119

6.4 Installation rights

Installation rights correspond to the amounts paid in exchange for the exclusive use of the premises in which slot machines are located.

6.5 Impairment loss

The balance of impairment loss basically covers the net value of certain administrative concessions in Argentina (1,096 and 2,054 thousand euros at December 31, 2011 and 2010, respectively), and investments in research and development projects based on implementing new technologies in the gaming industry (1,745 thousand euros at December 31, 2011 and 2010).

The additions in 2011 mainly correspond to the write-down of installation rights of impaired businesses.

Note 9 includes several elements in relation to a test of the potential impairment of the Group's assets.

6.6 Other information

At December 31, 2011, the net value of intangible assets in foreign companies of the Group amounted to 66,606 thousand euros (2010: 64,315 thousand euros).

7. PROPERTY, PLANT AND EQUIPMENT

7.1 Movements

2011

(Thousands of euros) January 1,

2011 Additions Disposals Transfers

Translation differences and others

December 31, 2011

Cost Land and buildings 230,053 10,158 (1,301) (3,175) (12,817) 222,918 Installations 57,889 4,739 (1,728) 1,286 160 62,346Machinery 382,573 68,545 (36,255) 17,788 (2,100) 430,551

EDP equipment 52,572 6,725 (2,260) 826 (2,384) 55,479 Vehicles 4,266 322 (274) 2,960 (583) 6,691Other installations, tools, and

furniture 200,992 15,241 (10,099) 8,349 (4,676) 209,807 Assets in progress 2,480 44,712 (3,282) (28,034) (4,567) 11,309

930,825 150,442 (55,199) - (26,967) 999,101

Depreciation Buildings (30,305) (6,456) 454 (72) 5,304 (31,075)Installations (32,418) (6,936) 1,449 170 (838) (38,573)Machinery (249,383) (65,775) 32,345 (32) 2,115 (280,730)

EDP equipment (37,782) (3,458) 2,036 30 541 (38,633) Vehicles (1,968) (1,384) 92 8 319 (2,933)Other installations, tools, and

furniture (104,591) (18,413) 6,289 (104) 1,920 (114,899) (456,447) (102,422) 42,665 - 9,361 (506,843)

Impairment loss (7,570) (8,667) 1,947 - - (14,290)

Net carrying amount 466,808 39,353 (10,587) - (17,606) 477,968

F-120

2010

(Thousands of euros) January 1,

2010 Additions Disposals Transfers

Translation differences and others

December 31, 2010

Cost Land and buildings 191,653 27,332 - 10,171 897 230,053 Installations 44,277 10,425 (832) 1,439 2,580 57,889Machinery 277,896 113,094 (27,913) 10,340 9,156 382,573

EDP equipment 45,462 8,203 (315) 136 (914) 52,572 Vehicles 1,853 667 (376) 1,943 179 4,266Other installations, tools, and

furniture 178,558 14,718 (2,124) 8,957 883 200,992 Assets in progress 13,921 27,306 (4,533) (32,986) (1,228) 2,480

753,620 201,745 (36,093) - 11,553 930,825

Depreciation Buildings (23,464) (7,907) - - 1,066 (30,305)Installations (24,181) (9,078) 580 - 261 (32,418)Machinery (167,481) (102,748) 19,978 914 (46) (249,383)

EDP equipment (32,897) (5,508) 190 23 410 (37,782) Vehicles (1,568) (537) 190 - (53) (1,968)Other installations, tools, and

furniture (91,135) (15,476) 1,207 (937) 1,750 (104,591) (340,726) (141,254) 22,145 - 3,388 (456,447)

Impairment loss (5,729) (1,929) 88 - - (7,570)

Net carrying amount 407,165 58,562 (13,860) - 14,941 466,808

Additions in 2011 correspond to both the effect of the business combinations (Note 4) and the addition of assets as a result of the acquisition of the joint ventures detailed in Note 1.3, amounting in total to a gross value of 13,883 thousand euros (84,461 thousand euros in 2010) and 3,760 thousand euros of accumulated depreciation (2010: 46,658 thousand euros). These items basically correspond to Land and Buildings and Machinery, representing 60% and 24%, respectively, of total net value of the additions derived from such operations (2010: 32% and 58%, respectively).

Disposals in 2011 and 2010 show sales of assets and other disposals, mainly due to the substitution of slot machines, which amounted to a loss of 3,469 thousand euros in 2011 (a loss of 4,531 thousand euros in 2010).

7.2 Work performed by the Group for property, plant and equipment

The cost value of the slot machines manufactured by Group companies and sold to slot machine operators of the Group, are recognized as property, plant and equipment by crediting the corresponding expenses in the consolidated statement of comprehensive income. The amount of work performed by the Group for property, plant and equipment in 2011 and 2010 amounted to 40,200 and 16,840 thousand euros, respectively.

7.3 Assets subject to guarantees

Several property, plant and equipment items, whose net value as of December 31, 2011 and 2010 was 82,115 thousand and 89,189 thousand euros, respectively, were used as guarantee for mortgage loan debts.

F-121

7.4 Availability of assets

All assets are unrestricted, except for those acquired through financial lease contracts, whose net book value amounted to 33,610 thousand euros at December 31, 2011 (30,361 thousand euros at December 31, 2010) (Note 19.2).

7.5 Property, plant and equipment located abroad

The net value of property, plant and equipment located abroad was 349,182 thousand euros at December 31, 2011 (2010: 326,040 thousand euros).

7.6 Investment commitments

At December 31, 2011 there are no investment commitments.

At December 31, 2010 investment commitments amounted to 13,000 thousand euros and mainly corresponded to investments in video lottery machines in Italy amounting to 10 million euros and to the extension of bingo halls in Mexico amounting to 3 million euros.

8. FINANCIAL ASSETS

This caption is composed by the following balances:

2011 2010

(Thousands of euros) Non-

current Current Total Non-

current Current Total

Investments in associatesInvestments accounted for under

equity method 2,896 , 2,896 2,830 - 2,830

Available-for-sale financial assetsEquity instruments measured at cost 3,018 - 3,018 3,018 - 3,018

Loans and receivablesNortia Business Corporation, S.L. 69,696 - 69,696 64,702 - 64,702 Loans to jointly-controlled business

and associates 13,865 12,631 26,496 11,465 11,733 23,198 Loans to third parties 37,170 - 37,170 40,728 - 40,728 Public administrations 1,154 - 1,154 1,154 - 1,154 Deposits and guarantees 10,797 30,739 41,536 11,378 21,971 33,349 Fixed-income securities and deposits - 2,842 2,842 - 4,158 4,158 Trade and other receivables - 199,918 199,918 - 190,775 190,775 Other 5,182 6,528 11,710 1,938 11,744 13,682

143,778 252,658 396,436 137,213 240,381 377,594

Impairment loss (3,405) (24,654) (28,059) (4,182) (28,154) (32,336)

140,373 228,004 368,377 133,031 212,227 345,258

Current portion of Nortia Business Corporation, S.L., and of Loans to third parties and Receivables from Public administrations is included in the caption Trade and other receivables.

F-122

The Group estimates that fair values of these assets do not differ significantly from the recorded amounts.

The accumulated balance of impairment loss of non-current financial assets mainly corresponds to loans to third parties, while impairment loss of current financial assets corresponds to trade and other receivables (24,654 and 28,154 thousand euros at December 31, 2011 and 2010, respectively).

8.1 Investments in associates

This caption includes the following investments:

2011

(Thousands of euros) Book value Assets Liabilities Operating revenues

Profit (loss) for the year

Casino de Asturias, S.A. 736 1,001 (8) 135 84 Urban Leisure, S.L. 391 1,208 (266) 2,850 (23) Gironina de Bingos, S.L. - 2,781 (1,697) - (393) Recreativos Trece, S.L. 217 555 (94) 1,012 105 Compañía Europea de Salones

Recreativos, S.L. 608 5,038 (2,519) 4,907 416 Fianzas y Servicios Financieros,

SGR 944 4,795 (2,790) 481 -

2,896 15,378 (7,374) 9,385 189

2010

(Thousands of euros) Book value Assets Liabilities Operating revenues

Profit (loss) for the year

Casino de Asturias, S.A. 702 925 (16) 218 136 Urban Leisure, S.L. 395 1,311 (392) 3,207 118Gironina de Bingos, S.L. 81 2,781 (1,697) - - Recreativos Trece, S.L. 183 520 (94) 1,056 131 Compañía Europea de Salones

Recreativos, S.L. 525 5,326 (3,044) 6,944 591Fianzas y Servicios Financieros,

SGR 944 5,160 (3,124) 505 -

2,830 16,023 (8,367) 11,930 976

The variation for the year of the caption Investments in associates is as follows:

(Thousands of euros) 2011 2010

Balance at January 1 2,830 3,127

Investment in associate’s profit 151 243 Investment in associate’s losses (85) (5) Sale of investment - (535)

Balance at December 31 2,896 2,830

Transactions in 2011 and 2010 between companies mentioned above and other companies consolidated through the full and proportional consolidation method are irrelevant.

F-123

8.2 Loans and receivables

Nortia Business Corporation, S.L.

The non-current debtor balance of Nortia Business Corporation, S.L. includes the following entries:

(Thousands of euros) 2011 2010

Loan maturing in 2018, at 8.75% interest rate 42,754 42,754 Long-term promissory notes from the sale of real state, discounted at 5% interest rate 3,619 1,706 Accrued interests 23,323 20,242

69,696 64,702

The effective interest rate of the loan granted to Nortia Business Corporation (6.0%) does not match the nominal interest rate (8.75%), since interest will be paid upon the maturity of the loan.

At December 31, 2011 and 2010 the carrying amount of this loan was similar to its fair value.

Credits to jointly-controlled business and associates

This caption is broken down as follows (*):

(Thousands of euros) 2011 2010

Loans granted to a joint venture domiciled in Argentina. These loans are expressed in US dollars and accrue interest at an annual rate of Libor (six months) and mature between 2012 and 2013 10,451 9,687

Current accounts with jointly-controlled business and associates 12,631 11,733

Other 3,414 1,778

26,496 23,198

(*) The above amounts are the remaining balances after the eliminations derived from the proportional consolidation process.

The maturity date of these assets is as follows:

(Thousands of euros) 2011 2010

Within one year 12,631 11,733 Between one and two years 853 5,287 Between two and three years 853 5,287 Between three and four years 11,305 444 Between four and five years 854 447 More than five years - -

26,496 23,198

The average interest rate of these assets in 2011 and 2010 was at 5.6% and 6.3%, respectively.

F-124

Loans to third parties

The breakdown of non-current loans to third parties is as follows:

(Thousands of euros) 2011 2010

Mortgage loan in Venezuelan currency granted to Inversiones Pueblamar, CA for the deferred collection of the sale of a building in 2002 to the owner company of a hotel in Isla Margarita, Venezuela, where a casino operated by the Group is located. No explicit interests are accrued; therefore a discount rate of 9.27% has been applied. 1,311 2,775

Mortgage loan in US dollars to a company that owns a hotel in Dominican Republic where a casino operated by the Group is located. It earns an annual interest of 7.25%. 1,332 1,404

Loan to the minority shareholder of a Spanish operating company of the Group. This loan accrues a variable interest rate that will be reviewed annually (2011: 1.89%, 2010: 1.48%) 15,106 11,092

Non-trade loan with annual variable maturity dates until 2014 (Spain). It does not yield any explicit interest and therefore a 5% discount rate has been applied. 3,866 4,784

Loans to the minority shareholder of a Colombian company. They earn an interest rate of 4.5% and mature in 2012, but paid in advance in 2011. - 3,525

Other 15,555 17,148

37,170 40,728

In October 2009 the Bolivarian Republic of Venezuela acquired by compulsory purchase the hotel Margarita Hilton & Suites owned by Inversiones Pueblamar, CA, where Cirsa Caribe, C.A. operates. These assets were transferred to the Venezuelan tourism company VENETUR, S.A.

The casino managed by Cirsa Caribe in Isla Margarita is currently closed. The Group estimates that as a result of the negotiations with Venezuelan authorities the casino will be reopened in 2012. Additionally, the Group considers that there is no uncertainty in regard with the solvency of Inversiones Pueblamar, CA; thus, the recovery of the granted loan of 1.3 million euros is considered reasonably beyond doubt.

The breakdown of maturity dates for non-current loans to third parties is as follows:

(Thousands of euros) 2011 2010

Between one and two years 23,972 24,133 Between two and three years 5,024 4,422 Between three and four years 3,578 3,842 Between four and five years 2,022 2,325 More than five years 2,574 6,006

37,170 40,728

Trade and other receivables

This caption is broken down as follows:

(Thousands of euros) 2011 2010

Trade receivables 37,805 45,935 Impairment losses (24,654) (28,154) Other related parties 3,581 5,676 Receivables from Public administrations 37,572 33,661 Other receivables 120,357 103.854 Nortia Business Corporation, S.L. – Promissory notes from sale of assets 603 1,649

175,264 162,621

F-125

Receivables from Public administrations mainly correspond to VAT and other tax receivables.

The balance of trade and other receivables is shown net of impairment loss. The movements in the impairment loss allowance are as follows.

(Thousands of euros) 2011 2010

Balance at January 1 28,154 29,340 Allowance 6,794 5,935 Write-off of bad debts (10,294) (7,121)

Balance at December 31 24,654 28,154

The Group has established credit periods between 90 and 150 days, while the average collection period is approximately of 120 days at December 31, 2011 (120 days at December 31, 2010).

8.3 Available-for-sale financial assets

The caption of available-for-sale financial assets includes the participation of 8.4% in a real estate company of the Nortia Business Corporation Group, with a cost of 3,018 thousand euros.

These assets are measured at cost, as they cannot be determined with reasonable accuracy at fair value. In any case, the Group estimates that under no circumstances these investments could be impaired.

9. IMPAIRMENT TEST

9.1 Goodwill

Cash-generating units

Goodwill acquired through business combinations and intangible assets with indefinite useful lives has been attributed to cash-generating units for impairment test. The breakdown of cash-generating units is as follows:

• Industrial companies, as a whole• Each regional branch of slot machines• Each group of bingos jointly acquired• Each casino managed individually• Each differentiated interactive activities

Key assumptions

• Budgeted gross margins - to determine the value assigned to the budgeted gross margins, theaverage gross margin achieved in the year immediately preceding the year budgeted is used,increased by the expected efficiency improvements. The period used in these projections is 5years. From the fifth year the figures are extrapolated using a growth rate similar to expectedinflation.

• Increase in costs - to determine the value assigned to the increase in raw materials prices, theprice index expected during the year for each country where the Group operates is used. Thevalues assigned to key assumptions are consistent with respect to external sources ofinformation.

F-126

• The discount rate applied to projected cash flows is determined by the specific risk of each cash-generating unit, taking into account the type of activity and country where it is located. Thefollowing chart shows the discount rates used based on business and geographic area:

Country Activity Discount rate (before tax)

Spain Gaming 9.63%Spain Industrial 9.63%Spain Interactive 9.63%Italy Gaming 10.15%Latin America Gaming 12.56%

In 2010 discount rates applied ranged between 9.66% and 11.47%

Test results

As a consequence of the tests performed, impairment loss has been recognized in 2011 amounting to 15,279 thousand euros, basically for the reduction in the estimate of future cash flows of certain operators in Spain (10,409 thousand euros) and certain bingo halls (2,567 thousands euros). In 2010 the impairment loss recognized amounted to 19,300 thousand euros and corresponded to the goodwill related to bingos.

9.2 Other assets

Impairment indicators used by the Group to determine the need of an impairment test on other non-current assets, amongst others, are as follows:

• Significant drop of the result over the same period in the prior year, and/or over the budget.• Legislative changes in progress or planned, which could lead to negative effects.• Change of strategy or internal expectations regarding a particular business or country.• Position of competitors and their launches of new products.• Slowdown of income or difficulties in selling at expected prices.• Change in habits and attitudes of users, and other elements specific to each division.

As a result of the tests performed, apart from the impairment losses described in the paragraph below, an impairment loss amounting to 2,343 thousand euros was recognized (731 thousand euros related to the bingo segment and 1,612 thousand euros related to the slots segment) (700 thousand euros in 2010).

In Venezuela, the temporary close-down of the gaming activities ordered by the Government has given rise to an impairment of assets of one of the two casinos operated by the Group amounting to 6.7 million euros. In the other casino operated by the Group in Venezuela (Isla Margarita) the activity is expected to resume in the short term, and therefore, assets have not been impaired. As for Ecuador, the prohibition of gaming activities in the country has resulted in an impairment adjustment of the assets of the Ecuadorean subsidiary amounting to 1,076 thousand euros.

10. INTERESTS IN JOINTLY CONTROLLED COMPANIES

Jointly controlled companies have been incorporated in the consolidated financial statements through the proportional method.

F-127

The information on the related companies is detailed in Appendix. Other relevant information related to these companies is detailed in the following chart:

Data affected by % of equity interest

(Thousands of euros) 2011 2010

Non-current assets 170,410 164,623 Current assets 177,447 121,206 Non-current liabilities (80,587) (94,069) Current liabilities (67,196) (49,871) Revenues 376,224 348,978Expenses (318,632) (310,378)Net profit for the year 57,592 38,600

11. INVENTORIES

The breakdown of inventories by category, net of impairment, is as follows:

(Thousands of euros) 2011 2010

Raw and auxiliary materials 3,441 4,039 Spare parts and other 7,790 7,154 Finished products 724 446 Work in progress 759 711 Prepayments to suppliers 1,140 1,218

13,854 13,568

Inventories correspond mainly to the manufacture and trade of slot machines carried out by Group companies.

The balance of inventories is shown net of impairment loss. Movements in the impairment loss allowance are as follows:

(Thousands of euros) 2011 2010

Balance at January 1 2,796 3,213 Additions 1,092 613Write-off (1,608) (1,030)

Balance at December 31 2,280 2,796

The write-off in 2011 and 2010 corresponds to the destruction of several inventories from the industrial division.

12. CASH AND CASH EQUIVALENTS

For consolidated cash-flow statement purposes, cash and cash equivalents include the following items:

(Thousands of euros) 2011 2010

Cash 13,836 13,132 Current accounts 51,992 48,562 Deposits 827 3,466

66,655 65,160

These assets are unrestricted and earn market interest rates.

F-128

13. EQUITY

13.1 Share capital

At December 31, 2011 and 2010 the Company’s share capital consisted of 122,887,121 shares with a par value of 0.20 euros each. All shares bear the same political and economic rights.

The breakdown of the Company’s shareholders and their equity interest at December 31 is as follows:

2011 2010

Nortia Business Corporation, S.L., company belonging to: Mr. Manuel Lao Hernández and his family 52.43% 52.43% Mr. Manuel Lao Hernández 46.65% 46.65%

Treasury shares 0.92% 0.92%

100.00% 100.00%

Part of the Company’s shares (31.04% at December 31, 2011 and 2010) and shares of several subsidiaries are pledged in favor of Institut Català de Finances as a guarantee for a loan granted to Nortia Business Corporation S.L., main shareholder of the Company.

13.2 Treasury shares

At December 31, 2011 and 2010, the Company has 1,131,421 treasury shares at an average cost of 0.1626 each, which are shown reducing the Group’s net equity.

13.3 Retained earnings

The balance of this caption includes two reserves of the Company, which are non-distributable.

Legal reserve

In accordance with the Spanish Capital Companies Law, companies obtaining profit will assign 10% of profit to the legal reserve, until its balance is equivalent to at least 20% of share capital. As long as it does not exceed this limit, the legal reserve can only be used to offset losses if no other reserves are available. This reserve can also be used to increase capital by the amount exceeding 10% of the new capital after the increase.

At December 31, 2011 and 2010 the Company’s legal reserve amounted to 4,915 thousand euros.

Additionally, the Group Spanish subsidiaries have provided the reserves at the amount required by the prevailing legislation.

Treasury shares reserve

As indicated in Note 13.2 above, the Group acquired treasury shares. In accordance with prevailing mercantile legislation, the Group has provided the corresponding non-distributable reserve by the amount of treasury shares, maintained until sold or amortized.

F-129

13.4 Non-controlling interests

The balances related to non-controlling interests are as follows:

Amount in statement of financial position Participation in results

(Thousands of euros) 2011 2010 2011 2010

Division Casinos 66,072 64,877 8,078 8,004 Slots 5,157 5,582 423 449

71,229 70,459 8,501 8,453

The inter-annual variation of balances in the consolidated statement of financial position is as follows:

(Thousands of euros) 2011 2010

Balance at January 1 70,459 18,381 Net profit for the year attributable to non-controlling interest 8,501 8,453 Translation differences (2,958) (1,420) Disposals or additional acquisition up to total amount of shares - 5,579 Additions for acquisition of companies or changes in consolidation methods (from

proportional to full) 687 48,162 Dividend payments (5,460) (8,696)

Balance at December 31 71,229 70,459

14. BONDS

This caption basically refers to the following:

The issue of bonds by a subsidiary located in Luxembourg amounting to 680 million euros, including an initial amount of 400 million euros, issued in 2010 below par, at a 97.89% price, and an additional issue in January 2011 with an issue premium of 280 million euros as an extension of the former one. These bonds are listed on the Luxembourg Stock Exchange, accruing an annual interest of 8.75% paid each six months and maturing in 2018. At December, 2011 certain bonds related to this issue, the par value of which amounted to 5 million euros, were not recognized in the Group’s liabilities, since they had been acquired in the present year.

At December 31, 2010 in addition to the first part of the issue mentioned above, an issue of bonds made also by a subsidiary located in Luxembourg amounting to 230 million euros and which were listed on the Luxembourg Stock Exchange, accruing an annual interest of 7.875%, which was paid each six months, and matured in 2012. At December 31, 2010, certain bonds related to this issue and whose nominal value amounted to 10 million euros were not recognized in the Group’s liabilities, since they had been acquired by the Group during the prior year. Additionally, this issue has been settled in advance in January 2011, with the second part of the issue of bonds mentioned in the paragraph above, which represented expenses amounting to 21,416 thousand euros recognized in 2011.

In May 2010 an issue of bonds amounting to 270 million euros was cancelled. These bonds accrued an annual interest rate of 8.75% and matured in 2014. The repurchase of these bonds generated expenses amounting to 12,469 thousand euros recognized in the consolidated statement of comprehensive income.

Contracts subscribed in relation to the bonds issued by the subsidiaries in Luxembourg regulate certain obligations and commitments by the Group, which include, among others, the supply of periodic information, the maintenance of titles of ownership in subsidiaries, the restriction on disposal of significant assets, the compliance with certain debt ratios, the limitation on payment of dividends,

F-130

the limitation on starting-up new businesses, and the restriction on the Group granting guarantees and endorsements to third parties. The Company’s Directors consider that all contractual obligations have been met. The shares of several Group companies have been assigned as security for these liabilities.

At December 31, 2011 the quoted price of the bonds recognized in the liabilities side of the balance sheet was 80% of their par value.

15. BANK BORROWINGS

2011 2010

(Thousands of euros) Non-

current Current Total Non-

current Current Total

Mortgage and pledge loans 26,338 27,096 53,434 28,699 22,672 51,371 Other loans 62,370 28,613 90,983 77,921 34,817 112,738 Financial lease agreements (Note

19.2) 19,726 9,364 29,090 19,837 11,900 31,737 Credit and discount lines - 15,319 15,319 - 10,241 10,241

108,434 80,392 188,826 126,457 79,630 206,087

Average interest rates accrued by these borrowings are as follows:

% 2011 2010

Loans 5.87% 4.73% Financial lease agreements 4.85% 4.43% Credit and discount lines 5.83% 4.88%

The annual maturity date of these liabilities is as follows:

(Thousands of euros) 2011 2010

Within one year 80,392 79,630 Between one and two years 32,720 37,388 Between two and three years 21,856 28,284 Between three and four years 17,407 17,166 Between four and five years 13,620 13,693 More than five years 22,831 29,926

188,826 206,087

Part of these liabilities, equal to 39,401 and 47,781 thousand euros at December 31, 2011 and 2010, respectively, is denominated in U.S. dollars.

At December 31, 2011, shares of several subsidiaries are pledged in favor of Deutsche Bank London AG as a security for the credit line of 50 million euros received from that entity in 2010. At December 31, 2011 the drawn amount of this credit line amounts to 25 million euros, and it is recognized as a current liability since at December 31, 2011 the contractual maturity for this credit line was 2012. However, before the approval of these consolidated financial statements, the Group has renegotiated its maturity, which is has been set for 2015.

At December 31, 2010 these shares were pledged in favor of Deutsche Bank London AG as a security for a credit line of 30 million euros.

At December 31, 2011 the amount of credit and discount lines not used is 9,822 and 6,723 thousand euros, respectively. These figures amounted to 22,415 and 7,580 thousand euros, respectively, at 2010 year end.

F-131

Finally, at December 31, 2011 and 2010 the guarantees given by credit institutions and insurance companies to the Group, in connection with official gaming concessions and licenses were 103,592 and 83,277 thousand euros, respectively

16. OTHER CREDITORS

The breakdown of this caption is as follows:

2011 2010

(Thousands of euros) Non-

current Current Total Non-

current Current Total

Public administrations 2,981 88,076 91,057 2,510 86,620 89,130 Bills payable 834 2,586 3,420 1,881 6,995 8,876 Sundry creditors 54,816 131,429 186,245 60,083 103,392 163,475

58,631 222,091 280,722 64,474 197,007 261,481

In 2011 non-current part of liabilities with Public administrations refers mainly to deferral on gaming taxes granted by the corresponding authorities, which accrues an annual interest rate of 5% (2010: 5%). The current portion corresponds to gaming taxes with a short-term maturity (2011: 62,050 thousand euros, 2010: 65,794 thousand euros), and tax return of personal income tax, VAT, social security contributions and similar concepts pending to be filed.

Bills payable correspond mainly to debts arising from the acquisition of companies and operational of recreational machines with deferred payment, discounted at market interest rate.

The caption Non-current sundry creditors includes an amount of 22,292 thousand euros corresponding to the payable balance of the long-term current account with Nortia Business Corporation, S.L., which earns annual interest at a rate of 8.75%.

Additionally, Sundry creditors mainly correspond to debts from acquisition of assets, acquisition of licenses in Panama, which will be settled in two maturity dates at December 31, 2011 and 2012 amounting to 4 million USD each. It also corresponds to a loan received in 2008 from International Game Technology (IGT) for an amount used by the Group at December 31, 2011 of 23,576 thousand euros (30,506 US dollars) and 32,615 thousand euros (43,579 US dollars) at December 31, 2010, including principal and interest. The loan was obtained to finance the investment being made by Casino de Rosario, S.A. (joint venture). It has a right of mortgage on the company’s building, accrues an annual interest rate of Libor plus 5.75% and will be cancelled in 48 equal monthly consecutive amounts from September 2010.

Finally, the caption Sundry creditors also includes employee benefits payable, according to the amounts indicated in Note 20.1.

17. PROVISIONS

The breakdown of this caption is as follows:

(Thousands of euros) 2011 2010

Obligations in relation to employees 6,264 9,583 Tax assessments appealed by the Group 957 1,430 Other 7,012 5,994

Balance at December 31 14,233 17,007

F-132

The amount recognized in “Obligations in relation to employees” mainly consists of probable contingencies with the personnel in Italy, the provision of which must be accounted for according to Note 2.17.

At December 31, 2011 and 2010 the caption “Others” mainly consisted of provisions for several risks, fines and labor trials that are individually irrelevant.

The inter-annual variation of the balance is as follows:

(Thousands of euros) 2011 2010

Balance at January 1 17,007 10,723

Allowances 3,331 6,196 Applications (1,965) (977) Changes in the consolidation perimeter - 1,065 Reclassifications to payables – Employee benefits payable (4,140) -

Balance at December 31 14,233 17,007

18. TAXES

18.1 Tax Group

The Company, together with 79 Spanish subsidiaries, which comply with tax legislation requirements, files tax returns on a consolidated basis. Additionally, 11 Spanish subsidiaries, controlled by the subsidiary Orlando Play, S.A., are part of another consolidated tax group.

Other Group companies file income tax returns individually in accordance with applicable tax legislation.

18.2 Accrued and payable income tax

The income tax expense, which has been fully recognized in the consolidated statement of comprehensive income, is broken down as follows:

(Thousands of euros) 2011 2010

Current 40,499 33,289 Deferred for (increase) decrease of tax credits for taxable bases (5,672) (8,861) Deferred for temporary differences 8,877 8,017 Other - 652

43,704 33,097

The breakdown of current income tax payable is as follows:

(Thousands of euros) 2011 2010

Current income tax 40,499 33,289 Withholdings and payments on account (2,458) (4,168)

38,041 29,121

F-133

18.3 Analysis of income tax expense

(Thousands of euros) 2011 2010

Profit before tax 26,784 22,505

Tax rate prevailing in Spain 30% 30,0%

Theoretical income tax expense 8,035 6,752

Adjustments – Effect of: Different tax rates prevailing in other countries 3,716 2,760 Countries with no income taxation and/or compensation of tax losses (491) 974 Impairment losses for exclusive consolidation purposes 7,621 6,000 Credits for tax loss carryforwards not capitalized 10,259 5,246 Translation differences deductible / taxable for tax purposes (497) 1,596 Losses in net monetary position (Venezuelan hyperinflation) 398 1,088 Difference due to the payment of taxes from prior years 3,533 - Tax inspection expense 1,684 - Non-deductible expenses and other 9,446 8,681

43,704 33,097

At December 31, 2011 and 2010 the effect of adjustments of different tax rates mainly corresponds to the application of higher taxes in Argentina and Colombia.

At December 31, 2011 and 2010 non-deductible expenses mainly consist of financial investment impairment allowances carried out by subsidiaries in Argentina and Panama, as well as taxes on gaming activities and exchange differences in Venezuela.

The impact of assets impairment merely for consolidation purposes basically relates to the prevailing tax rate applicable to the impairment of goodwill or assets in Spain amounting to 25.9 million euros (19.3 million euros at December 31, 2010) (Note 5).

18.4 Deferred tax assets and liabilities

(Thousands of euros) 2011 2010

Assets Tax loss carryforwards from the tax groups 44,205 38,675 Tax loss carryforwards from other group companies 5,448 5,306 Deductions pending application from the tax groups 2,838 2,838 Deductible temporary differences: --- Impaired receivables 7,581 6,415

--- Impaired securities portfolio 6,461 9,593 --- Goodwill impaired in individual books 3,192 2,036 --- Intragroup margin write-off 6,142 5,726

--- Other 15,069 10,858

90,936 81,447

Liabilities Taxable temporary differences:

--- Reinvestment of profit from sale of non-current assets (663) (1,335) --- Initial statement of non-current assets at fair value (6,596) (7,202)

--- Provision for maximum gaming prizes (8,615) (8,474) --- Difference between tax depreciation and accounting depreciation (6,825) (6,402) --- Non-accounting impairment for tax purposes (11,452) (6,472) --- Margin write-offs (2,859) (1,703) --- Business combinations (6,874) - --- Other (2,086) (1,689)

(45,970) (33,277)

F-134

The Group estimated the taxable profits which it expects to obtain within the utilization period based on budgeted projections. It also analyzed the reversal period of taxable temporary differences, identifying those that reverse in the years in which unused tax loss carryforwards may be used. Based on this analysis, the Group has recorded deferred tax assets for unused tax loss carryforwards as well as deductions pending application and deductible temporary differences for which it is considered probable that sufficient taxable profit will be generated in the future against which they can be utilized.

The breakdown of unused tax losses carryforwards at December 31, 2011 for the tax group whose parent company is the Company and for the tax group whose parent is the subsidiary Orlando Play, S.A. is as follows:

(Thousands of euros) Taxable basis

Arising in Last year for utilization Tax group whose parent

is the Company Tax group whose parent is

Orlando Play, S,A, (*)

1996 2011 63 -1997 2012 317 -1998 2013 74 -1999 2014 1,047 -2000 2015 8,273 -2001 2016 19,105 -2002 2017 2,673 -2003 2018 10,237 -2004 2019 14,874 42005 2020 35,951 -2006 2021 1,944 5102007 2022 27,721 1992008 2023 1,502 2032009 2024 15,925 7472010 2025 23,710 -2011 2026 42,930 153

206,346 1,816

(*) Tax group whose parent is a company representing a joint venture consolidated through the proportional consolidation method. Therefore, tax assets included in this table are affected by the 50% of ownership held.

Tax group whose parent is the Company

At December 31, 2011 and 2010 the Group has recognized deferred tax assets amounting to 44,007 and 38,228 thousand euros, respectively, relating to unused tax loss carryforwards of the tax group. No deferred tax assets were recorded for the rest of unused tax losses carryforwards that at December 31, 2011 amounted to 21,795 thousand euros (2010: 9,557 thousand euros), since their future application is uncertain.

In addition to tax losses carryforwards, the tax group whose parent is the Company holds additional tax credits amounting to 57,845 thousand euros at December 31, 2011 (2010: 47,914 thousand euros), for unused tax deductions. The abovementioned total amounts include 55.007 thousand euros at December 31, 2011 (2010: 45,076 thousand euros) from unused deductions that were not capitalized for not having met the terms to be used.

(Thousands of euros) Last year for utilization Unused deductions at December 31, 2011

2011 5362012 3,8212013 4,5222014 5,5892015 4,7302016 8,1932017 3,3062018 5,0502019 6,0512020 6,0922021 7,9892022 5892023 4372024 5562025 384

57,845

F-135

Tax group whose parent is Orlando Play, S.A.

In 2010 the tax group whose parent is Orlando Play, S.A. was constituted. Since the Group owns 50% of Orland Play, S.A. shares, tax assets contributed by the Group are affected by this percentage of ownership.

At December 31, 2011 the Group has recognized deferred tax assets amounting to 188 thousand euros, related to unused tax loss carryforwards of this tax group. For the rest of unused tax loss carryforwards no deferred tax assets have been recognized, which at December 31, 2011 amounted to 433 thousand of euros (364 thousand euros at December 31, 2010) (amounts affected by percentage of ownership).

18.5 Other tax information

Under prevailing tax regulations, tax returns may not be considered final until they have either been inspected by tax authorities or until the inspection period has expired. At December 31, 2011 Spanish companies (which mostly file taxes under a consolidated tax group) are open to inspection of all taxes to which they are liable for the last four years. In general, the prescription periods for countries where the Group has significant presence are between four and five years after the end of the statutory period for filing tax returns. The Group considers that, in the event of a tax inspection, no significant tax contingencies having effect on consolidated financial statements would arise.

On March 8, 2012, Cirsa Management was notified of an inspection for all the years open to inspection and for all taxes of Cirsa Gaming Corporation, S.A., Universal de Desarrollos Electrónicos, S.A, Global Game Machine Corporation, S.A., Cirsa International Gaming Corporation, S.A. and Cirsa Slot Corporation, S.A. All these companies belong to the Spanish tax group. The Group expects that no liabilities will arise from this inspection that may have a significant impact on these consolidated financial statements.

19. LEASES

19.1 Operating leases

The Group has leases on several buildings for an average term between three and five years, with no renewal clauses.

The future minimum payments under non-cancellable operating leases at December 31 are as follows:

(Thousands of euros) 2011 2010

Within one year 62,249 61,792 Between one and five years 258,957 254,583 More than 5 years 69,357 68,547

390,563 384,922

F-136

19.2 Finance leases

The Group has financed several acquisitions of property, plant and equipment (mainly slot machines) through financial lease agreements. The future minimum payments under financial leases and their present value are as follows:

2011 2010

(Thousands of euros) Minimum payments

Present value of

payments Minimum payments

Present value of

payments

Within one year 11,689 9,364 14,854 11,900 Between one and five years 29,969 19,726 30,527 19,837

41,658 29,090 45,381 31,737

Acquisition of property, plant and equipment through financial lease agreements, not recorded as cash flows in investing activities in the consolidated statements of cash flows, amounted to 9,400 thousand euros in 2011 and 10,024 thousand euros in 2010.

20. INCOME AND EXPENSES

20.1 Personnel

(Thousands of euros) 2011 2010

Wages and salaries 167,598 172,093 Social security 40,459 39,507 Indemnities 6,106 5,482 Other personnel expenses 10,643 11,490

224,806 228,572

Remunerations pending payment at year end of 2011 and 2010 (23,577 and 16,272 thousand euros, respectively) are recognized in the caption Other creditors.

The breakdown of the average headcount by professional category and gender is as follows:

2011 2010 Men Women Total Men Women Total

Directors 324 74 398 325 86 411Technicians, production and sales staff 5,677 4,491 10,168 6,344 4,547 10,891 Administrative personnel 895 835 1,730 671 663 1,334

6,896 5,400 12,296 7,340 5,296 12,636

The headcount at December 31, 2011 and 2010 by category and gender does not significantly differ from the breakdown shown in the table above regarding the average headcount for those years.

F-137

20.2 External supplies and services

(Thousands of euros) 2011 2010

Rent and royalties 68,951 62,511 Advertising, promotion and public relations 35,683 40,144 Professional services 20,908 22,720 Sundry services 24,620 25,816 Supplies 26,273 25,058 Travel expenses 11,860 13,465 Repair and maintenance 17,926 19,711 Security 8,858 9,343 Postal services, communications and telephone 10,197 8,682 Insurance premiums 5,220 10,828 Cleaning services 6,502 6,846 Bank services and similar 4,974 4,843 Transportation 2,967 2,753 Research and development expenses 253 709

245,192 253,429

20.3 Foreign exchange results

(Thousands of euros) 2011 2010

Income 5,570 8,111 Expenses (11,801) (8,588)

(6,231) (477)

Net exchange differences from translation of financial balances in foreign currency between Group companies, are recognized in Translation differences, as a component that decreases the shareholders’ equity at December 31, 2011 by an amount of 1,658 thousand euros (2010: 10,641 thousand euros), since they are considered as exchange differences arising from monetary components of a net investment in a foreign business.

21. RELATED PARTIES

The Group conducts several trade and financial transactions with its main shareholder Nortia Business Corporation, S.L., and its subsidiaries, which are broken down as follows:

(Thousands of euros) 2011 2010

Sale of slot machines 10,456 9,418 Revenues for rendering of services 1,747 2,012 Operating expenses (10,768) (12,402) Interest income 4,058 4,564 Interest expenses (158) (19)

Transactions with related entities correspond to Group normal trading activity and are carried out at market prices in a manner similar to transactions with unrelated parties.

Accounts receivable derived from these transactions at year end are described in Note 8.

The non-current payable balance amounting to 22,292 thousand euros corresponding to the current account with Nortia Business Corporation, S.L. is detailed in Note 16 Other Creditors.

Finally, Accounts payable, arising from commercial transactions, amount to 845 and 2,578 thousand euros at December 31, 2011 and 2010, respectively, and are recognized under Trade payables.

F-138

22. CONTINGENCIES

Venezuela

Tax authorities raised assessments against a subsidiary (in which the Group has a percentage of ownership of 70%) that operates a casino in Isla Margarita (Venezuela), relating to the supposed non-compliance with an obligation to withhold taxes on gaming prizes as established by a generic tax regulation in that country that does not specifically contemplate the activities of casinos. The related amount, for the year 1998 to 2003, is over 3.8 million euros. This amount was raised by the tax authorities through a global estimation process that did not consider the features of a casino that make it almost impossible to make withholding on prizes. The assessment was appealed against, arguing both the non-applicability of this obligation to a casino and the existence of severe legal deficiencies in the assessment itself. Based on advice of legal counsel, the Group considers that its position will prevail and, therefore, no provision is included in the consolidated financial statements.

Tax law for the activities of games on chance published in June 2007 by the Venezuelan tax authorities establishes an additional tax to that paid by a Group company (in which the Group has a 67.5% percentage of ownership) related to the operation of machines, which for 2007 amounted to approximately 0.9 million euros. The Group, in accordance with its legal advisors, estimates a sentence in favor of its interests of appeals; accordingly no provision has been recorded in this regard.

Argentina

In October 1999, an Argentinean group company opened a floating casino in waters of Río de la Plata on the basis of an official license granted by the Federal Authorities. The Government of the Autonomous City of Buenos Aires challenged the competence of the Federal Authorities (“Lotería Nacional, SE”) in gaming matters. In particular, it claimed that gaming activities fell under its jurisdiction in the City of Buenos Aires, and hence raised objections against the license granted to the subsidiary Casino Buenos Aires, S.A. (CBA).

These circumstances led to a co-participation agreement for gaming matters that was signed between the Federal Authorities (LNSE) and the Government of the Autonomous City of Buenos Aires. Conveniently, this agreement was ratified by Decree 1155/2003 of PEN, dated December 1, 2003 (B,O, 02/12/2003) and Law 1,182 of the Legislation of the Government of the Autonomous City of Buenos Aires, dated November 13, 2003 (BOCBA 01/12/2003). The agreement matured four years after, but it was renewed since there was a clause that stated that if neither party –the City or the State- notified the other to the contrary, it would be renewed automatically for four more years. The agreement is currently being analyzed by the parties.

Despite the abovementioned agreement, the Government of the Autonomous City of Buenos Aires has continued to request CBA to pay the tax on gross revenues from the activity carried out by the Group since 1999 as operator of an Argentinean floating casino in waters of Río de la Plata. This fact prompted CBA to request precautionary measures against the Government of the Autonomous City of Buenos Aires to stop the latter from conducting any action to collect taxes on gross revenues derived from the floating casino’s turnover. The last precautionary measures requested by CBA were accepted by the Federal Authorities in November 2011. The Government of the Autonomous City of Buenos Aires has lodged an appeal against the abovementioned precautionary measures.

The Group and its legal advisors consider that the rights conveniently agreed upon with LNSE are consolidated and rejects the payment of the tax on gross revenues from the activity conducted in floating casinos based on: a) the signing of the agreement between LNSE and the Bet and Gambling Institute of the Autonomous City of Buenos Aires and b) the interpretation that no territorial basis can be claimed to collect taxes on the operation of a casino located in a boat anchored in river waters. Therefore, the Group’s legal advisors consider that an unfavorable result of this matter is remote.

Italy

In 2007 the Italian Court of Auditors (Corte dei Conti) started proceedings against Cirsa Italia, SpA and the rest of online recreational machine operators, alleging that they had not fulfilled some obligations

F-139

they had as authorized operators, and imposed a fine on such company amounting to 3,300 million euros (98,000 million euros on all the online operators as a whole). The Group and the rest of online operators lodged an appeal against such fine.

On February 17, 2012 the Italian Court of Auditors issued a ruling whereby Cirsa Italia has been fined 120 million euros (2,500 million euros for all the operators as a whole).

The management of the Group and legal advisors consider that the ruling has no legal arguments based on:

• The ruling does not consider the technical report issued by an expert appointed by the Court ofAuditors itself.

• The methodology used to calculate the damage caused to the State of Italy has no foundation.

The Group intends to appeal against the ruling before a higher court, which will suspend its execution. Consequently, no provision has been recognized in the statement of financial position at December 31, 2011.

In any case, the fine imposed only relates to Cirsa Italia, SpA and does not affect any other group company, according to the Group’s legal advisors.

23. INFORMATION ON ENVIRONMENTAL ISSUES

Given the activities and features of the Group, neither capital expenditures nor expenses took place in connection with the prevention, reduction or damage repair of environmental matters

24. AUDIT FEES

Fees and expenses referred to the audit of the 2011 financial statements of the Group’s companies rendered by the primary auditors and other firms belonging to the auditor’s international network amounted to 1,423 thousand euros in 2011 and 1,485 thousand euros in 2010.

In addition, fees and expenses paid during the year corresponding to other services rendered by the primary auditors or other firms within their international network amounted to 335 thousand euros in 2011 and 94 thousand euros in 2010.

25. DIRECTORS AND SENIOR EXECUTIVES

The breakdown of the remuneration earned by members of the Company’s Board of Directors and senior executives is as follows:

(Thousands of euros) 2011 2010

Directors Salaries 1,505 1,500

Senior executives Salaries 4,800 4,800

6,305 6,300

F-140

At December 31, 2011 there are current accounts receivable with the Company’s Directors amounting to 766 thousand euros (735 thousand euros in 2010). These accounts accrue an annual interest of 4.25%.

The Group companies have no pension plans, life insurance policies or dismissal indemnities for former or current members of the Board of Directors and senior executives of the Company.

Pursuant to articles 229 and 230 of the Spanish Capital Companies Law, the Directors have informed the Company that there are no situations representing a conflict for the Group and that they hold the following equity investments and/or carry out duties in companies whose activity is identical, similar or complementary to the activity which comprises the Group’s corporate purpose:

Director Company % of equity interest

Position / Duties

Manuel Lao Hernández Nortia Business Corporation, S.L. 96.07% Joint-Administrator

Esther Lao Gorina Nortia Business Corporation, S.L. 1.19% Joint-Administrator

Manuel Lao Gorina Cirsa Amusement Corporation, S.L. - Chairman Global Bingo Corporation, S.A. - Chairman Global Casino Technology Corporation, S.A. - Chairman Cirsa Interactive Corporation, S.L. - Chairman Cirsa Servicios Corporativos, S.L. - Chairman Cirsa Intenational Gaming Corporation, S.A. - Chairman Global Manufacturing Corporation, S.L. - Chairman Cirsa Slot Corporation, S.L. - Chairman Nortia Business Corporation, S.L. 1.19% Joint-Administrator Opesa Internacional, S.A. - Chairman

26. OBJECTIVES AND POLICIES OF FINANCIAL RISK MANAGEMENT

The Group is exposed to credit risk, interest risk, exchange risk and liquidity risk during the normal development of its activities.

The Group's main financial instruments include bonds, bank loans, credit and discount lines, financing obtained through the deferral of gaming taxes, financial leases, deferred payments for purchase of businesses, cash and current deposits.

The Group's policy establishes that no trading in derivatives (exchange rates insurance) to manage exchange rate risks arising from certain fund sources in U.S. dollars will be undertaken. The Group neither uses financial derivatives to cover fluctuations in interest rates.

26.1 Credit risk

Most of the operations carried out by the Group are in cash. For receivables from other activities, the Group has established a credit policy and risk exposure in collection is managed in the ordinary course of business. Credit assessments are carried out for all customers who require a limit higher than 60 thousand euros.

Guarantees on loans and the credit risk exposure are shown in Note 8.

26.2 Interest rate risk

External finance is mainly based on the issuance of corporate bonds at fixed interest rate. Bank borrowings (credit policies, trading discounts, financial lease agreements) as well as deferred payments with public administrations and other long-term non-trade debts have a variable interest rate that is reviewed annually. Previous Notes show interest rates of debt instruments.

F-141

The breakdown of liabilities that accrue interests at 2011 and 2010 year end is as follows:

2011 2010

(Thousands of euros) Fixed

interest rate Floating

interest rate Fixed

interest rate Floating

interest rate

Bonds 660,636 - 612,216 -Bank borrowings - 188,826 - 206,087 Other creditors - 64,998 - 79,900

660,636 253,824 612,216 285,987

At December 31, 2011 and 2010 financial liabilities at a fixed interest rate represented 72% and 68%, respectively, of total liabilities. In this regard, the Group’s sensitivity to fluctuations in interest rates is low: a variation of 100 basis points in floating rates would lead to a change in the result amounting to 2,538 thousand euros and 2,860 thousand euros in 2010.

The Group estimates that fair value of the financial liabilities’ instruments does not differ significantly from the accounted amounts.

The breakdown of assets that accrue interests at 2011 and 2010 year end is as follows:

2011 2010

(Thousands of euros) Fixed

interest rate Floating

interest rate Fixed

interest rate Floating

interest rate

Nortia Business Corporation, S.L. 69,696 - 64,702 - Loans to jointly-controlled business and associates 12,631 13,865 11,733 11,465 Loans to third parties 6,509 30,661 8,963 31,765 Deposits and guarantees 41,536 - 33,349 - Fixed-income securities and deposits 2,842 - 4,158 - Trade and other receivables 1,342 - 1,649 -

134,556 44,526 124,554 43,230

The Group estimates that the fair value of the assets’ financial instruments does not differ significantly from the net book value, except for the comment in Note 14.

26.3 Foreign currency risk

The Group is exposed to foreign currency risk in businesses located in Latin America, mainly in Argentina, which affect significantly revenues and expenses, Group results and the value of certain assets and liabilities in currencies other than the euro. It is also affected to a lesser extent by granted and received loans. Currencies that basically generate exchange risks are the Argentinean peso and the US dollar.

In order to reduce risks, the Group conducts policies aimed to keep balanced collection and payments in cash of assets and liabilities in foreign currency.

The following study on sensitivity shows the foreign currency risk:

• Sensitivity of the profit for the year before tax against fluctuations of the exchange rate USdollar/euro

Thousands of euros Variation 2011 2010

+ 10% (1,979) (1,038)+ 5% (1,036) (544)- 5% 1,145 601

- 10% 2,418 1,269

F-142

• Sensitivity of the profit for the year before tax against fluctuations of the exchange rateArgentinean peso/euro

Thousands of euros Variation 2011 2010

+ 10% (4,058) (3,498)+ 5% (2,033) (1,832)- 5% 2,657 2,025

- 10% 5,393 4,275

These variations correspond basically to the impact on operating magnitudes, and not on financial figures, since approximately 90% of Group financial liabilities, in both years, are paid in euros.

26.4 Liquidity risk

The exposure to unfavorable situations of debt markets can make difficult or prevent from hedging the financial needs required for the appropriate development of Group activities.

At December 31, 2011 and 2010, like in prior years, the Group shows negative working capital. This should be read within the context of the Group’s activities, which are mostly based on revenues that generate cash every day, resulting in very high cash flows from operations, as observed in the consolidated statements of cash flows. Additionally, the Group obtains very high EBITDA, as observed in the consolidated statement of comprehensive income, which allows it to face debt service without cash difficulties.

Additionally, to manage liquidity risk, the Group applies different measures:

• Diversification of financing sources through the access to different markets and geographicalareas. In this regard, the Group has an additional borrowing capacity (see data in Note 15).

• Credit facilities committed for the sufficient amount and flexibility. Accordingly, the Group hasavailable cash and cash equivalents amounting to 67 million euros at December 31, 2011(2010: 65 million euros), to meet unexpected payments.

• The length and repayment schedule for financing through debt is established based on thefinanced needs.

In this regard, the Group’s liquidity police ensure to meet its payment obligations without requiring the access to funds in costly terms.

Additionally, it is noteworthy that both at Group and individual business level, the Group performs projections regularly on the generation and expected cash needs, in order to determine and monitor the Group’s liquidity position.

The relevant information on the maturity dates of financial liabilities based on contractual terms is broken down in Notes 14, 15 and 16.

27. CAPITAL MANAGEMENT POLICY

The main objectives of the Group's capital management are to ensure financial stability in the short and long term, appropriate return rates, increased business value and ensure proper and adequate financing of investments and projects to be conducted in a framework of controlled expansion.

F-143

The Group's strategy, both in 2011 and 2010, is to enhance the more profitable business and to act decisively on the deficit operations, to significantly improve the results and net cash flows. Control of investments and costs restraint have been also established as a priority action, with satisfactory results.

As stated in Note 14, the contracts entered into in relation to corporate bonds issued include limitations on the payment of dividends. The Company does not intend to distribute dividends in the short to medium term given that the Group policy is not to distribute dividends.

28. INFORMATION ON LATE PAYMENT TO SUPPLIERS

With respect to Law 15/2010 of July 5, modifying Law 3/2004 of December 29, which establishes measures to be taken in combating arrears in commercial transactions, the Company includes a breakdown of the total amounts paid to suppliers in the current year, differentiating between payments exceeding the legal late payment limit, the exceeded weighted average deadline and overdue balances payable to suppliers which at year end exceed the legal payment deadline:

Payments made and overdue balances at year end

2011 Amount %

Within maximum legal deadline (*) 200,334 93.69% Rest 13,496 6.31%Total payments during the year 213,830 100.00% EWAD (days) of payments 62.33

Late payments exceeding maximum legal deadline at year end 1,153

(*) The legal payment deadline would be based, in each case, on the characteristics of the good or service received by the company in accordance with Law 3/2004 of December 29, which establishes measures to be taken in combating arrears in commercial transactions.

At December 31, 2010 the overdue balances payable to suppliers which exceeded the legal payment deadline amounted to 408 thousand euros.

29. EVENTS AFTER THE BALANCE SHEET DATE

At the date of preparation of these financial statements no significant event has occurred after the balance sheet date.

30. ADDITIONAL NOTE FOR ENGLISH TRANSLATION

These consolidated financial statements were originally prepared in Spanish. In the event of discrepancy, the Spanish-language version prevails.

These financial statements are presented on the basis of International Reporting Standards adopted by the European Union which for the purposes of the Group are not different from those issued by the International Accounting Standards Board (IASB). Consequently, certain accounting practices applied by the Group do not conform with generally accepted principles in other countries.

March 30, 2012

F-144

Cirsa Gaming Corporation Group

Consolidated Management Report

Year ended December 31, 2011

In 2011, despite the complex economic situation, the Group’s revenues from prizes have increased by 12,718 thousand euros (1.02%) mainly due to the good performance shown by the International Casino Division.

This year’s EBITDA was 290,001 thousand euros, compared to 260,002 thousand euros last year, which represents a 11.5% increase (+29,979 thousand euros) mainly due to the improvement in the way the Group has managed its business, focusing on achieving profitable growth and consolidating its already existing business activities. In particular, we highlight the performance of the activities in Latin America.

In order to maintain the Group’s position of leadership at a domestic level, as well as tackling and competing in international markets and offer a larger range of products in traditional sectors and in those related to new technologies, the Group has continued, as in previous years, to invest significant level of resources in Research and Development. This year the total amount allocated for projects carried out by the Group’s Research and Development department amounted to 2,283 thousand euros.

The Group’s strategy for the future is focused on continuing to consolidate and make its already existing business activities profitable, applying its policy of efficiency and productivity programs, combined with selectively chosen investments, analyzed and conducted strictly.

On May 28, 2004, the Parent Company acquired 2.47% of the shares of the said company at an acquisition cost of 31,007 thousand euros. On July 13, 2007, the Company transferred 1.55% of its treasury stock to Nortia Business Corporation, S.L. as a consideration for the acquisition of a group of slot machine operators. The remaining shares (0.92%) are being held in the treasury stock portfolio.

The Group has not recognized any derivatives or financial instruments in its financial statements that would be significant for measuring its assets, liabilities, financial situation or results.

March 30, 2012

F-145

App

endi

x I

List

of s

ubsi

diar

ies

Per

cent

a ge

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Com

pany

Act

ivity

2011

2010

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e/C

ount

ry

Acc

ord

Inve

stm

ent,

S.A

.O

p era

tiona

l-

100,

00%

Allg

ames

, S.R

.L.U

.R

ua d

e la

Val

lée,

44

Luxe

mbo

urg

Luxe

mbo

urg

Adm

inis

trado

res

De

Per

sona

l En

Ent

rete

nim

ient

o , S

A d

e C

VB

ing o

s10

0,00

%-

Bin

cam

ex, S

.A. d

e C

V.

Bos

q ue

de D

uraz

nos,

61

3BM

éxic

o D

.F.

Méx

ico

Aj a

r, S

.A.

Bin

g os

75, 0

0%75

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Av.

Muñ

oz V

arg a

s, 1

8H

uelv

aH

uelv

a

Allg

ames

, S.R

.L.U

.O

p era

tiona

l-

100,

00%

Cirs

a Ita

lia, S

.A.

Cen

t roD

i rezi

onat

e M

il ano

fi ori ,

St ra

d a 2

, P

alaz

zo D

4A

ssag

oM

ilán

Anc

on E

nter

tain

men

t, S

.A.

Cas

inos

50, 0

0%-

Ci rs

a I n

t ern

ati o

nal G

ami n

g C

orpo

rati o

n,

S.A

.U.

Cal

le 5

0 y

73 E

ste

San

Fra

ncis

coC

i ud a

d d e

P

anam

áP

anam

áA

utom

átic

os S

iglo

XX

I, S

.L.U

.O

p era

tiona

l75

, 00%

75, 0

0%Ju

egom

atic

, S.A

.M

artil

lo, 2

6S

evill

aS

evill

aB

a que

i Inv

ersi

ones

, S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Cirs

a S

lot C

orp o

ratio

n, S

.L.U

.Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Bar

Jue

gos,

S.L

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y

Mad

rileñ

a de

Ser

vici

os p

ara

el B

ing o

, Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Bin

ale,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y G

loba

l B

ing o

Mad

rid, S

.A.U

.G

ener

al R

icar

dos,

176

Mad

ridM

adrid

Bin

cam

ex, S

.A. d

e C

.V.

Bin

g os

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

Can

tú, 9

- 60

1. C

olon

ia N

ueva

Anz

ures

Méx

ico

D.F

.M

éxic

oB

inca

no, S

.A.

Bin

g os

60, 0

0%60

, 00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U.

Elc

ano,

30-

32B

ilbao

V

izca

y aB

ing a

mes

, S.A

.UB

ing o

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naB

ing a

ser,

A.I.

E.

Bin

g os

100,

00%

100,

00%

Var

ios

Cap

itán

Hay

a, 3

1 d

cha.

Mad

ridM

adrid

Bin

g os

de M

adrid

Reu

nido

s, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Bin

g os

Ele

ctro

nico

s D

e P

anam

á, S

.A.U

.C

asin

os10

0,00

%-

Gam

ing

& S

ervi

ces

De

Pan

amá,

S.A

.U.

Cal

le 5

0 y

73 E

ste

San

Fra

ncis

coP

anam

áP

anam

áB

ing o

s M

alag

ueño

s, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%S

obim

a, S

.A.U

.P

z. C

ruz

de H

umill

ader

o, S

/nM

álag

aM

álag

aB

inre

d M

adrid

, S.A

.B

ing o

s10

0,00

%-

Nov

ojue

gos,

S.A

. Y S

ala

Ver

salle

s, S

.A.

C/ B

ravo

Mur

ilo, 3

09M

adrid

Mad

ridB

umex

Lan

d, S

.L.

Bin

g os

65, 3

0%50

, 00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U.

Elc

ano,

30-

32B

ilbao

V

izca

y aB

2B C

entra

l Re p

ortin

g, S

.A. D

e C

.V.

B2B

100,

00%

-C

irsa

Inte

ract

ive

Cor

pora

tion,

S.L

.Lo

mas

Méx

ico

D.F

.M

éxic

oC

afet

ería

Mia

mi ,

S.A

.U.

Cas

inos

100,

00%

100,

00%

Gam

ing

& S

ervi

ces,

S.A

.C.

Av.

La

Mar

ina,

172

5S

an M

igue

l (Li

ma)

Per

úC

apita

n H

aya

7, S

.A.

Bin

gos

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U. y

Glo

bal

Bin

goS

tars

,S.A

.U.

Cap

itán

Hay

a, 7

Mad

ridM

adrid

Cas

ino

Bue

nos

Aire

s, S

.A.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.L

.U. y

Ges

tión

de J

ueg o

Inte

g ral

, S.A

.U.

Avd

a. E

lvira

Raw

son

de D

elle

pian

e, s

/nB

ueno

s A

ires

D.F

.A

rgen

tina

Cas

ino

Cirs

a V

alen

cia,

S.A

.U.

Cas

inos

100,

00%

100,

00%

Glo

bal C

asin

o Te

chno

logy

Cor

pora

tion,

C

entro

de

Inte

rés

Turís

tico

Nac

iona

l. M

onte

P

uçol

Val

enci

aC

asin

o N

ueva

And

aluc

ía M

arbe

lla, S

.A.U

.C

asin

os10

0,00

%10

0,00

%G

loba

l Cas

ino

Tech

nolo

gy C

orpo

ratio

n,

Ctra

. Cád

iz-M

álag

a K

m. 1

80M

arbe

llaM

álag

aC

asin

os d

e Ju

ego

Cirs

a C

hile

Lim

itada

Cas

inos

100,

00%

100,

00%

Soc

ieda

d In

vers

ione

s C

irsa

Chi

le L

tda.

Com

una

de la

s C

onde

sS

antia

g o d

e C

hile

Chi

le

Cirs

aecu

ador

, S.A

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

.In

g lat

erra

E32

63 y

Ava

. Am

azon

as

Qui

toE

cuad

orC

irsa

Am

usem

ent C

orp o

ratio

n, S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naC

irsa

Am

usem

ent F

ranc

e, S

.A.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Slo

t Cor

pora

tion,

S.L

.U.

10 Im

p ass

e Le

once

Cou

ture

Tolo

use

Fran

ceC

irsa

Ca p

ital L

uxem

bour

g, S

.A.

Stru

ctur

e10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.R

ue C

harle

s M

arte

l, 58

Luxe

mbo

urg

Luxe

mbo

urg

Cirs

a C

arib

e, C

.A.

Cas

inos

70, 0

0%70

, 00%

Cirs

a V

enez

uela

, C.A

.U.

Avd

a. 4

de

May

o. C

entro

Com

erci

al. L

ocal

41

Por

lam

arV

enez

uela

Cirs

a C

asin

o C

orp o

ratio

n, S

.L.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

tra. C

aste

llar,

298

Terra

ssa

Bar

celo

naC

irsa

Cas

ino

de A

ntof

a gas

ta, S

.A.

Cas

inos

54, 8

0%54

, 80%

Cirs

a C

asin

os d

e Ju

ego

de C

hile

, S.A

.C

omun

a de

Ant

ofag

asta

Ant

ofag

asta

Chi

leC

irsa

Cas

ino

de C

alam

a , S

.A.U

.C

asin

os54

, 80%

54, 8

0%C

irsa

Cas

inos

de

Jueg

o de

Chi

le, S

.A.

Com

una

de C

alam

aC

alam

aC

hile

Cirs

a C

asin

o de

Cop

iap o

, S.A

.C

asin

os54

, 80%

54, 8

0%C

irsa

Cas

inos

de

Jueg

o de

Chi

le, S

.A.

Com

una

de C

opia

p oC

opia

p oC

hile

Cirs

a C

asin

o de

Pun

ta A

rena

s, S

.A.

Cas

inos

54, 8

0%54

, 80%

Cirs

a C

asin

os d

e Ju

ego

de C

hile

, S.A

.C

omun

a de

Pun

ta A

rena

sP

unta

Are

nas

Chi

leC

irsa

Cas

ino

de R

anca

g ua,

S.A

.C

asin

os54

, 80%

54, 8

0%C

irsa

Cas

inos

de

Jueg

o de

Chi

le, S

.A.

Com

una

de R

anca

g ua

Ran

cag u

aC

hile

Cirs

a C

asin

o de

Tem

uco,

S.A

.U.

Cas

inos

54, 8

0%54

, 80%

Cirs

a C

asin

os d

e Ju

ego

de C

hile

, S.A

.C

omun

a de

Tem

uco

Tem

uco

Chi

leC

irsa

Cas

ino

del B

io B

io, S

.A.U

.C

asin

os54

, 80%

54, 8

0%C

irsa

Cas

inos

de

Jueg

o de

Chi

le, S

.A.

Com

una

de H

ualp

énH

ualp

énC

hile

Cirs

a C

asin

os d

e Ju

e go

de C

hile

, S.A

.C

asin

os54

, 80%

54, 8

0%C

asin

os d

e Ju

ego

Cirs

a C

hile

Lim

itada

Nue

va T

ajam

ar 4

81 T

orre

Nor

te,

Of.

706

Las

Con

des

Chi

leC

irsa

Dig

ital,

S.A

.U.

Op e

ratio

nal

100,

00%

-C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

tra. C

aste

llar,

298

Terra

ssa

Bar

celo

naC

irsa

Fund

ing

Luxe

mbo

urg,

S.A

.U.

Stru

ctur

e10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.R

ue C

harle

s M

arte

l, 58

Luxe

mbo

urg

Luxe

mbo

urg

Cirs

a In

sula

r , C

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Ven

ezue

la, C

.A.U

.E

stad

o de

Nue

va E

spar

ta ( P

orla

mar

)Is

la M

arg a

rita

Ven

ezue

laC

irsa

Inte

ract

ive

Cor

p ora

tion,

S.L

.B

2B10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naC

irsa

Inte

rnat

iona

l Gam

ing

Cor

p ora

tion,

S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Ctra

. Cas

tella

r, 29

8Te

rrass

aB

arce

lona

Cirs

a Ita

lia, S

.A.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

C

entro

Dire

zion

ale

Mila

nofio

ri, S

trada

2A

ssag

o ( M

ilan)

Italy

Cirs

a P

anam

á, S

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

V

ia D

omin

g o D

íaz

Pan

amá

Pan

amá

Cirs

a S

ervi

cios

Cor

p ora

tivos

, S.L

.U.

Stru

ctur

e10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naC

irsa

Slo

t Cor

p ora

tion,

S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Con

sell

de C

ent,

106-

108

Bar

celo

naB

arce

lona

Cirs

a S

urin

ame

A.V

.V.U

.C

asin

os-

100 ,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

Zout

mau

stra

at, 3

5O

ranj

esta

dA

ruba

F-146

App

endi

x I

List

of s

ubsi

diar

ies

Per

cent

a ge

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Com

pany

Act

ivity

2011

2010

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e/C

ount

ry

Cirs

a V

enez

uela

, C.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

D. M

arin

o. N

ueva

Esp

arta

. Por

lam

arIs

la M

arg a

rita

Ven

ezue

laC

irsac

om, S

.R.L

.U.

Op e

ratio

nal

100,

00%

-C

irsa

Italia

, S.A

.U.

Cen

tro D

irezi

onal

e M

ilano

fiori,

Stra

da 2

Ass

ago

Italy

Clu

b P

rivad

o D

e Fu

mad

ores

Nue

stro

Esp

acio

Bin

g os

100,

00%

-B

ing o

s de

Mad

rid R

euni

dos,

S.A

.U.

Avd

a. M

orat

alaz

, 42

baj o

sM

adrid

Mad

ridC

omer

cial

de

Des

arro

llos

Ele

ctró

nico

s , S

. A.U

.O

p era

tiona

l10

0,00

%10

0,00

%G

loba

l Gam

e M

achi

ne C

orp o

ratio

n, S

.A.U

.P

i i M

arg a

ll, 2

01Te

rrass

aB

arce

lona

Com

p lej

o H

otel

ero

Mon

te P

icay

o, S

.A.U

.C

asin

os10

0,00

%10

0,00

%G

loba

l Cas

ino

Tech

nolo

gy C

orpo

ratio

n,

S.A

.U.

Com

p lej

o H

otel

ero

Mon

te P

icay

oS

agun

toV

alen

cia

Ele

ctro

j ueg

os Z

arag

oza,

S.L

.U.

Op e

ratio

nal

-10

0,00

%G

loba

l Gam

e M

achi

ne C

orpo

ratio

n, S

.A.U

.Ja

ime

Ferra

n,5

P.I.

La

Cog

ulla

daZa

rag o

zaZa

rag o

zaE

lect

róni

cos

Rad

isa ,

S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Cirs

a S

lot C

orpo

ratio

n, S

.L.U

.Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Em

pres

a E

xplo

tado

ra d

el J

uego

del

Bin

go, S

.A.

Bin

gos

100,

00%

100,

00%

Inte

rnat

iona

l Bin

go T

echn

olog

y, S

.A.U

. y

Bin

g os

de M

adrid

Reu

nido

s, S

.A.U

.P

za. C

orre

gido

r A. A

guila

r, s/

nM

adrid

Mad

rid

Ferro

jueg

os, S

.A.

Bin

gos

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U. y

Glo

bal

Bin

g o M

adrid

, S.A

.U.

Ferro

carri

l, 38

Mad

ridM

adrid

Gam

ing

& S

ervi

ces

de P

anam

á, S

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

C

alle

50

y 73

Est

e S

an F

ranc

isco

Pan

amá

Pan

amá

Gam

ing

& S

ervi

ces,

S.A

.C.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

Av.

Gra

u, 1

006

Lim

aP

erú

Gea

Lin

k, S

.A.U

.B

2B-

100,

00%

Cirs

a In

tera

ctiv

e C

orpo

ratio

n, S

.L.U

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naG

ema ,

S.r.

l.U.

Bin

g os

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

D4

Ass

ago

( Milá

n)Ita

lyG

enp e

r, S

. A.U

.O

p era

tiona

l10

0,00

%10

0,00

%G

loba

l Gam

e M

achi

ne C

orpo

ratio

n, S

.A.U

.P

i i M

arg a

ll, 2

01Te

rrass

aB

arce

lona

Ges

tión

de B

ing o

s G

oby l

án, S

. A.U

.B

ing o

s10

0,00

%10

0,00

%In

tern

atio

nal B

ingo

Tec

hnol

ogy,

S.A

.U.

Pza

. de

la Ig

lesi

a, 1

0S

ta. C

. de

Tene

rife

Tene

rife

Ges

tión

del J

ueg o

Inte

g ral

, S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tera

ctiv

e C

orpo

ratio

n, S

.LC

/de

la R

esin

a, 2

2-24

, Pue

rta 8

-9M

adrid

Mad

ridS

.L.U

.O

p era

tiona

l10

0,00

%-

Rec

reat

ivos

Ove

, S.L

.U.

Ferm

ina

Sev

illan

o, 5

-7M

adrid

Mad

ridS

.A.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

tra. C

aste

llar,

298

Terra

ssa

Bar

celo

naG

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naG

loba

l Bin

g o M

adrid

, S.A

.U.

Bin

g os

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Cap

itán

Hay

a, 3

1 d

cha

Mad

ridM

adrid

Glo

bal B

ing o

Sta

rs, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

apitá

n H

aya,

3 1

dch

a.M

adrid

Mad

ridG

loba

l Cas

ino

Tech

nolo

gy C

orp o

ratio

n, S

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

tra. d

e C

aste

llar,

298

Terra

ssa

Bar

celo

naG

loba

l Cin

co E

stre

llas,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y G

loba

l Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Glo

bal G

ame

Mac

hine

Cor

p ora

tion,

S.A

.U.

Op e

ratio

nal

100,

00%

100,

00%

Cirs

a S

lot C

orpo

ratio

n, S

.L.U

.P

i i M

arg a

ll, 2

01Te

rrass

aB

arce

lona

Glo

bal G

amin

g C

orp o

ratio

n R

ussi

a, S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Slo

t Cor

p ora

tion,

S.L

.U.

Ctra

.Cas

tella

r, 29

8Te

rrass

aB

arce

lona

Glo

bal G

amin

g, S

.A.U

.C

asin

os10

0,00

%10

0,00

%W

inne

r Gro

up, S

.A.

Cal

le 3

8 N

orte

, 6 N

-35

Cal

iC

olom

bia

Glo

bal M

anuf

actu

ring

Cor

p ora

tion,

S.L

.U.

B2B

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Con

sell

de C

ent,

106-

108

Bar

celo

naB

arce

lona

Gon

mat

ic, S

.L.U

.O

p era

tiona

l10

0,00

%-

Cirs

a S

lot C

orpo

ratio

n, S

.L.U

.Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Gra

spla

i, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%R

omga

r, S

.A.U

.A

v. G

ener

alita

t, 6

Sta

. Col

oma

Bar

celo

naH

isp a

nia

Inve

stm

ent,

S.A

.U.

Stru

ctur

e10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

tra. d

e C

aste

llar,

298

Terra

ssa

Bar

celo

naH

oste

bar 9

8, S

.L.

Bin

gos

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U. y

M

adril

eña

de S

ervi

cios

par

a el

Bin

g o,

Ferro

carri

l, 38

Mad

ridM

adrid

Infin

ity G

ames

, Ltd

a.C

asin

os-

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

Avd

a.19

de

Nov

iem

bre,

122

-64

San

ta F

e de

B

ogot

áD

CC

olom

bia

Inte

g rac

ión

Inm

obili

aria

Wor

ld d

e M

exic

o, S

.A.

De

C.V

.B

ing o

s10

0,00

%10

0,00

%P

rom

ocio

nes

e In

vers

ione

s de

Gue

rrero

, S

.A.

Bos

q ue

de c

iruel

os, 1

86M

éxic

o D

.F.

Méx

ico

Inte

rnat

iona

l Bin

g o T

echn

olog

y, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

Pi i

Mar

g all,

201

Terra

ssa

Bar

celo

naIn

tern

atio

nal G

amin

g M

anuf

actu

ring,

S.L

.U.

B2B

100,

00%

100,

00%

Cirs

a C

asin

o C

orpo

ratio

n, S

.L.U

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naIn

tesa

Gio

chi,

S.R

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%R

oyal

Gam

es, S

.R.L

.V

ia C

asat

i Fel

ice,

32

Milá

nIta

lyIn

vers

ione

s In

tera

ctiv

as, S

.A.

Cas

inos

70, 0

0%70

, 00%

Orb

is D

evel

opm

ent,

S.A

.U.

Av.

Oba

rrio,

57

Pan

amá

Pan

amá

Inve

rsio

nes

Rec

reat

ivas

de

Occ

iden

te, C

.A.

Cas

inos

67,5

0%67

,50%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

Cal

le 7

7, E

dif.

Bin

g oM

arac

aibo

Ven

ezue

laIn

vest

men

t & S

ecur

ities

, S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

acio

nal G

amin

g C

orpo

ratio

n,

Cal

le 5

0 y

73 E

ste

San

Fra

ncis

coP

anam

áP

anam

áIv

isa

- Cas

ino

Bue

nos

Aire

s, U

.T.E

.B

2B10

0,00

%-

Cas

ino

Bue

nos

Aire

s, S

.A.

C/ A

dolfo

Als

ina,

172

9 P

.B.

Bue

nos

Aire

sA

rgen

tina

Jesa

li , S

.A.U

.C

asin

os10

0,00

%10

0,00

%C

omp l

ejo

Hot

eler

o M

onte

Pic

ayo,

S.A

.U.

Com

p lej

o H

otel

ero

Mon

te P

icay

oS

agun

toV

alen

cia

Jueg

omat

ic, S

. A.

Op e

ratio

nal

75, 0

0%75

, 00%

Glo

bal G

ame

Mac

hine

Cor

pora

tion,

S.A

.U.

Av.

Vel

ázq u

ez, 9

1M

álag

aM

álag

aJu

e gos

y B

ing o

s, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%In

tern

atio

nal B

ingo

Tec

hnol

ogy,

S.A

.U.

Ent

enza

, 96

baj o

sB

arce

lona

Bar

celo

naK

LC N

e goc

ios

y P

roy e

ctos

, S.A

.C

asin

os70

, 00%

70, 0

0%C

irsa

Ven

ezue

la, C

.A.U

.A

vda.

Fco

. de

Mira

nda

Car

acas

Ven

ezue

laLa

Bar

ra A

ncon

, S.A

.C

asin

os50

, 00%

-A

ncon

Ent

erta

inm

ent,

S.A

.C

alle

50

y 73

Est

e S

an F

ranc

isco

Pan

amá

Pan

amá

La B

arra

Pan

ama ,

S.A

.U.

Cas

inos

100,

00%

-C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

.C

alle

50

y 73

Est

e S

an F

ranc

isco

Ciu

dad

de

Pan

amá

Pan

amá

List

a A

zul ,

S.A

.U.

Bin

g os

100,

00%

100,

00%

Bin

gam

es, S

.A.U

.G

ran

Pas

seig

de

Ron

da, 8

7Ll

eida

LLei

daLo

to C

arib

e, S

.L.U

.B

2B-

100,

00%

Gea

Lin

k, S

.A.U

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naLu

ckip

lay,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y B

ingo

s de

Mad

rid R

euni

dos,

S.A

.U.

Luch

ana,

23

Mad

ridM

adrid

F-147

App

endi

x I

List

of s

ubsi

diar

ies

Per

cent

a ge

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Com

pany

Act

ivity

2011

2010

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e/C

ount

ry

Mac

roj u

egos

, S.A

.U.

Bin

g os

100,

00%

100,

00%

Inte

rnat

iona

l Bin

go T

echn

olog

y, S

.A.U

.D

ioni

sio

Gua

rdio

la, 3

4A

lbac

ete

Alb

acet

eM

adril

eña

de S

ervi

cios

par

a el

Bin

g o, S

.L.U

.B

ing o

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

.Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Men

doza

Cen

tral E

ntre

teni

mie

ntos

, S.A

.C

asin

os51

, 00%

51, 0

0%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

.9

de J

ulio

nº m

unic

ipal

318

, esq

uina

CC

iuda

d de

M

endo

zaA

rgen

tina

Mon

azar

Sta

r , S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Slo

t Cor

p ora

tion,

S.L

.U.

Ferm

ina

Sev

illan

o, 5

-7M

adrid

Mad

ridN

ecos

, Ltd

a. U

.C

asin

os10

0,00

%10

0,00

%In

vest

men

t & S

ecur

ities

, S.A

.U.

22 R

ichm

ond

Hill

( Rat

min

es)

Dub

linIrl

anda

Nov

ojue

gos,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y G

loba

l B

ravo

Mur

illo,

95

Mad

ridM

adrid

Ny a

lam

, S.A

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

A

dolfo

Als

ina,

017

29 P

iso

PB

Bue

nos

Aire

sA

rgen

tina

O'd

onne

ll Ju

egos

, S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y B

ingo

s de

Mad

rid R

euni

dos,

S.A

.U.

O'D

onel

l, 21

y 2

3M

adrid

Mad

rid

Red

de

salo

nes

de A

rag ó

n, S

.L.U

. O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Inte

ract

ive

Cor

pora

tion,

S.L

.C

tra. D

e C

aste

llar,

298

Terra

ssa

Bar

celo

naO

p erg

loba

l, S

.L.U

.O

p era

tiona

l-

100,

00%

Glo

bal G

ame

Mac

hine

Cor

pora

tion,

S.A

.U.

Jaim

e Fe

rran,

5 P

.I. L

a C

ogul

lada

Zara

g oza

Zara

g oza

Op o

rto J

ueg o

s, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%G

loba

l 5 E

stre

llas,

S.A

.A

v. O

p orto

, 4M

adrid

Mad

ridO

rbis

Dev

elo p

men

t, S

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

wis

s To

wer

, 16t

h flo

or, W

orld

Tra

de C

ente

rP

anam

áP

anam

áP

lay c

at, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%B

inga

mes

, S.A

.U.

Cád

iz, 1

Terra

ssa

Bar

celo

na

Pol

Man

a gem

ent C

orp o

ratio

n, B

.V. U

.O

p era

tiona

l10

0,00

%-

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

Em

anci

patie

Bou

leva

rd 2

9 N

ew H

aven

e-

Zone

Cur

a çao

Net

herla

nds

Ant

illes

Prin

cesa

31,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y B

ingo

s de

Mad

rid R

euni

dos,

S.A

.U.

Prin

cesa

, 31

Mad

ridM

adrid

Pro

moc

ione

s e

Inve

rsio

nes

de G

uerre

ro, S

.A.

de C

.V.

Bin

g os

100,

00%

100,

00%

Bin

cam

ex, S

.A. d

e C

V.

Bos

que

de D

uraz

nos,

61

3 b,

Bos

ques

Lo

mas

Méx

ico

D.F

.M

éxic

oP

rom

ocio

nes

Taur

o , S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%G

loba

l Gam

e M

achi

ne C

orpo

ratio

n, S

.A.U

.M

artil

lo, 2

6S

evill

aS

evill

aP

ush

Gam

es, S

.L.U

.B

ing o

s10

0,00

%10

0,00

%G

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naR

ecre

ativ

os A

cap u

lco

MR

A, S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Slo

t Cor

pora

tion,

S.L

.U.

Pin

to, 9

Par

laM

adrid

Rec

reat

ivos

Del

Istm

o , S

.A.

Cas

inos

50, 0

0%-

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

Cal

le 5

0 y

73 E

ste

San

Fra

ncis

coP

anam

áP

anam

áR

ecre

ativ

os O

ve, S

.L.U

.O

p era

tiona

l10

0,00

%-

Cirs

a S

lot C

orpo

ratio

n, S

.L.U

.Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Rec

reat

ivos

Rod

es, S

.A.U

.O

p era

tiona

l10

0,00

%10

0,00

%G

enpe

r, S

.A.U

.G

erm

an B

erna

cer,

22 P

.I. E

lche

Par

q ue

Ind.

Elc

heA

lican

teR

ed d

e B

ing o

s A

ndal

uces

, A.I.

E.

Bin

g os

54, 0

0%54

, 00%

Var

ios

Mar

tillo

, 26

Sev

illa

Sev

illa

Red

de

Inte

rcon

exió

n de

And

aluc

ía, S

.L.U

.B

2B10

0,00

%10

0,00

%C

irsa

Inte

ract

ive

Cor

pora

tion,

S.L

.M

artil

lo, 2

6S

evill

aS

evill

aR

omg a

r, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%Te

lma

Ene

a, S

.L.U

.C

ayet

ano

del T

oro,

23

Cád

izC

ádiz

Sac

res,

S.A

.C

asin

os99

, 00%

99, 0

0%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

Tu

cum

an, 8

Bue

nos

Aire

sA

rgen

tina

Sad

eju,

S.L

.U.

Bin

g os

100,

00%

100,

00%

Rom

gar,

S.A

.U.

Av.

Cay

etan

o de

l Tor

o, 2

3 B

j .C

ádiz

Cád

izS

ala

Ver

salle

s, S

.A.

Bin

gos

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U. y

Glo

bal

Bin

go S

tars

, S.A

.U.

Bra

vo M

urill

o, 3

09M

adrid

Mad

rid

SC

B A

lmira

nte

Dom

inic

ana,

S.R

.LC

asin

os10

0,00

%10

0,00

%S

CB

Car

ibe,

S.A

.U.

Av.

A. L

inco

ln ,

403,

La

Julia

S. D

omin

g oD

omin

ican

R.

SC

B A

nil D

omin

ican

a, S

.R.L

.C

asin

os10

0,00

%10

0,00

%S

CB

Car

ibe,

S.A

.U.

Av.

Máx

imo

Góm

ez /

Avd

a. 2

7 Fe

brer

oG

uzm

anD

omin

ican

R.

SC

B d

el C

arib

e , S

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

C

/ 53

Urb

. Oba

rrio

Sw

iss

Tow

er, P

iso

16P

anam

áP

anam

áS

CB

His

p ani

ola

Dom

inic

ana,

S.R

.L.

Cas

inos

100,

00%

100,

00%

SC

B C

arib

e, S

.A.U

.A

v. A

. Lin

coln

/Cor

rea

y C

idro

nG

uzm

anD

omin

ican

R.

SC

B M

alec

on D

omin

ican

a, S

.A.

Cas

inos

100,

00%

100,

00%

SC

B C

arib

e, S

.A.U

.A

v. G

eorg

e W

ashi

ngto

n,ce

ntro

com

erci

al

Mal

ecón

San

to D

omin

g o

Guz

man

Dom

inic

an R

.S

CB

Mar

g arit

a, C

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

E

stad

o de

Nue

va E

spar

ta ( P

orla

mar

)Is

la M

arg a

rita

Ven

ezue

laS

ema

Aut

omat

ic, S

.A.U

.O

p era

tiona

l-

100,

00%

Glo

bal G

ame

Mac

hine

Cor

p ora

tion,

S.A

.U.

Sie

rra T

elar

, 40

P.I.

La

Juai

daV

iato

rA

lmer

íaC

.V.

Bin

g os

100,

00%

-B

inca

mex

, S.A

. de

CV

.B

osq u

e de

Dur

azno

s, 6

1 3B

Méx

ico

D.F

.M

éxic

oS

ervi

cios

Inte

g ral

es d

el J

ueg o

, A.I.

E.

Stru

ctur

e10

0,00

%10

0,00

%V

ario

sC

tra. C

aste

llar,

298

Terra

ssa

Bar

celo

naS

obim

a , S

.A.U

.B

ing o

s10

0,00

%10

0,00

%In

tern

atio

nal B

ingo

Tec

hnol

ogy,

S. A

.U.

Av.

Vel

ázq u

ez 9

1-93

Mál

aga

Mál

aga

Sob

reag

uas,

S.A

.C

asin

os10

0,00

%10

0,00

%S

acre

s, S

.A.

Av.

Alic

ia M

orea

n de

Jus

to, 1

960,

1º,

ofic

102

Bue

nos

Aire

sA

rgen

tina

Soc

ieda

d de

Inve

rsio

nes

Cirs

a C

hile

Lim

itada

Cas

inos

100 ,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

Com

una

de lo

s C

onde

sS

antia

g o d

e C

hile

Chi

leS

odem

ar, S

.L.U

.B

ing o

s10

0,00

%10

0,00

%R

omga

r, S

.A.U

.S

acra

men

to, 1

6 du

p lic

ado

Cád

izC

ádiz

Ste

rnal

Bay

Ven

ezue

la, C

.A.

B2B

100,

00%

100,

00%

Cirs

a In

tera

ctiv

e C

orp o

ratio

n, S

.L.

Avd

a. F

co. d

e M

irand

aC

arac

asV

enez

uela

Tech

lotto

Co.

, Ltd

.U.

B2B

100,

00%

100,

00%

Red

de

Inte

rcon

exió

n de

And

aluc

ía, S

.L.U

.33

, You

ido-

Don

g, Y

eong

deun

gpo-

Gu

Seo

ulC

orea

Tecn

osta

r , S

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

R

incó

n, 5

12M

onte

vide

oU

rug u

ayTe

fle, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%In

tern

atio

nal B

ingo

Tec

hnol

ogy,

S.A

.UTe

nor F

leta

, 57

Zara

g oza

Zara

g oza

Telm

a E

nea ,

S.L

.U.

Bin

g os

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U.

Sev

illa,

10-

14Fr

onte

raC

ádiz

Troy

j ocs

, S.L

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Slo

t Cor

pora

tion,

S.L

.U.

Ctra

. De

Cas

tella

r, 29

8Te

rrass

aB

arce

lona

UD

ES

AC

asin

os10

0,00

%10

0,00

%S

CB

Car

ibe,

S.A

.U.

Nac

o)S

anto

Dom

ing o

Dom

inic

an R

.U

nide

sa A

r gen

tina,

S.A

.B

2B10

0,00

%10

0,00

%U

nive

rsal

de

Des

arro

llos

Ele

ctró

nico

s , S

. A

lsin

a, 1

729

Bue

nos

Aire

sA

rgen

tina

Uni

desa

Col

ombi

a , L

.T.D

.B

2B10

0,00

%10

0,00

%U

nive

rsal

de

Des

arro

llos

Ele

ctró

nico

s, S

. C

alle

52 ,

46

34 p

4M

edel

linC

olom

bia

Uni

desa

Eq u

ipm

ent,

S.A

.U.

B2B

100,

00%

100,

00%

Uni

vers

al d

e D

esar

rollo

s E

lect

róni

cos,

S.

241

Per

sim

ond

Stre

etJo

hane

ssbu

rgS

outh

Afri

caU

nide

sa P

erú,

S.A

.B

2B10

0,00

%10

0,00

%U

nive

rsal

de

Des

arro

llos

Ele

ctró

nico

s, S

. A

vda.

Jos

e P

ardo

, 513

, 8Li

ma

Per

ú

F-148

App

endi

x I

List

of s

ubsi

diar

ies

Per

cent

a ge

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Com

pany

Act

ivity

2011

2010

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e/C

ount

ry

Uni

desa

Ven

ezue

la, C

.A.

B2B

-10

0,00

%U

nive

rsal

de

Des

arro

llos

Ele

ctró

nico

s, S

. E

stad

o de

Nue

va E

spar

ta ( P

orla

mar

)P

orla

mar

Ven

ezue

laU

nip l

ay, S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Uni

vers

al d

e C

asin

os, S

.A.

Cas

inos

-50

, 01%

Win

ner G

roup

, S.A

.C

I 22

6 53

Cen

troB

o got

aC

olom

bia

Uni

vers

al d

e D

esar

rollo

s E

lect

róni

cos ,

S. A

.B

2B10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

tra. C

aste

llar,

298

Terra

ssa

Bar

celo

naV

endi

mat

ic C

inco

Hel

a , S

.L.U

.O

p era

tiona

l-

100,

00%

Glo

bal G

ame

Mac

hine

Cor

p ora

tion,

S.A

.U.

Jaim

e Fe

rran,

5 P

.I. L

a C

ogul

lada

Zara

g oza

Zara

g oza

Ver

neda

90 ,

S.A

.U.

Bin

g os

100,

00%

100,

00%

Inte

rnat

iona

l Bin

g o T

echn

olog

y, S

.A.U

.G

uip u

zcoa

, 70

Bar

celo

naB

arce

lona

Win

Sis

tem

as -

SC

B A

r gen

tina,

U.T

.E.

B2B

-99

, 50%

Cas

ino

Bue

nos

Aire

s, S

.A.

Mar

celo

T. D

e A

lvea

r , 62

4 B

ueno

s A

ires

Arg

entin

aW

inne

r Gro

up, S

.A.

Cas

inos

50,0

1%50

,01%

Nec

os L

imite

d e

Inve

stm

ents

& S

ecur

ities

, S

.A.U

.A

vda.

19 d

e N

ovie

mbr

e, 1

22-6

4S

anta

Fe

de

Bog

otá

DC

Col

ombi

a

Yum

bo S

an F

erna

ndo,

S.A

.B

ingo

s60

,00%

60,0

0%B

inga

mes

, S.A

.U. y

Glo

bal B

ingo

C

o rpo

rat io

n, S

.A.U

.S

an F

erna

ndo,

48

San

tand

erC

anta

bria

Zara

j ueg

o, S

.L.U

.O

p era

tiona

l-

100,

00%

Glo

bal G

ame

Mac

hine

Cor

p ora

tion,

S.A

.U.

Jaim

e Fe

rrar,

P.I.

La

Cog

ulla

daZa

rag o

zaZa

rag o

za

F-149

App

endi

x I

List

of j

oint

ly c

ontr

olle

d co

mpa

nies

Per

cent

age

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Com

pany

Act

ivity

2011

2010

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e/C

ount

ry

Ag r

upac

ión

De

Exp

lota

cion

es R

ecre

ativ

as Y

D

e Ju

e go,

S.L

.B

ingo

s25

, 00%

-M

etro

nia,

S.A

. Y S

ervi

troni

c A

ndal

ucia

, S.L

.C

/ Ras

trillo

, 4S

evill

aS

evill

a

Ala

vera

, S.A

.C

asin

os50

, 00%

50, 0

0%S

acre

s, S

.A.

Av.

Alic

ia M

orea

u de

Jus

to, 1

960

Bue

nos

Aire

sA

rgen

tina

And

y G

ames

, S.R

.L.

Op e

ratio

nal

25, 5

0%25

, 50%

Roy

al G

ames

, S.R

.L.

Com

une

di M

ilano

Milá

nIta

lyA

OG

, S.r.

l.B

ingo

s50

,00%

50,0

0%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

. y G

ema

Srl.

U.

Vía

Gal

ieo

Gal

ilei,

20S

ilea

(TV

)Ita

ly

Ariv

, S.A

.B

2B50

, 00%

50, 0

0%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

.R

io B

amba

, 927

, 14-

EB

ueno

s A

ires

Arg

entin

aA

utom

átic

os L

aom

ar, S

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.C

/Sie

rra T

elar

, 40

Via

tor

Alm

eria

Aut

omát

icos

Man

cheg

os, S

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Glo

bal A

mus

emen

t Par

tner

s C

orpo

ratio

n,

Pio

III,

13A

lcaz

ar d

e S

an J

uan

Ciu

dad

Rea

lB

inba

ires ,

S.A

.C

asin

os33

, 33%

-C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

P

inam

arP

inam

arA

rgen

tina

Bin

elec

, S.L

.B

2B50

, 00%

50, 0

0%U

nive

rsal

de

Des

arro

llos

Ele

ctró

nico

s, S

.A.

Ate

nas,

45

Mál

aga

Mál

aga

Bin

go A

mic

o, S

.r.l.

Bin

gos

50, 0

0%50

, 00%

Gem

a, S

.r.l.U

.P

z. F

erre

to, 5

5 A

Mes

treIta

lyB

ingo

Ele

ctró

nico

de

Eus

kadi

, S.L

.B

ingo

s25

, 00%

-E

sjal

u, S

.A. Y

Pla

y to

Win

, S.L

.C

/ Ant

onio

Cab

ezon

, 89

Mad

ridM

adrid

Bin

g o E

lect

róni

co d

e M

éxic

o, S

.L. D

e C

.V.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.B

osqu

e de

Dur

azno

s, 6

1 3

b, B

osqu

es

Lom

asC

iuda

d de

Méx

ico

Méx

ico

Bin

g os

And

aluc

es, S

.A.

Bin

g os

50, 0

0%50

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Asu

nció

n, 3

S

evill

aS

evill

aB

ing o

s B

enid

orm

, S.A

.B

ing o

s50

, 00%

50, 0

0%G

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.P

laza

Doc

tor F

lem

ing,

s/n

Ben

idor

mA

lican

teB

insa

vo, S

. A.

Bin

g os

50, 0

0%50

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Rui

z M

orot

e, 5

Alc

azar

de

San

Jua

nC

iuda

d R

eal

Cas

ino

de R

osar

io, S

.A.

Cas

inos

50, 0

0%50

, 00%

Cas

ino

Bue

nos

Aire

s, S

.A.

C/C

órdo

ba, 1

365,

Pis

o 5

of. 5

08S

anta

Fé-

Ros

ario

Arg

entin

aC

asin

o la

To j

a, S

.A.

Cas

inos

50, 0

0%50

, 00%

Glo

bal C

asin

o Te

chno

logy

Cor

pora

tion,

Is

la d

e La

Toj

aE

l Gro

veP

onte

vedr

aC

BA

-CIE

SA

, UTE

Cas

inos

50, 0

0%50

, 00%

Cas

ino

Bue

nos

Aire

s, S

.A.

C/R

awso

n de

Del

lep i

ane,

s/n

Bue

nos

Aire

sA

rgen

tina

Com

diba

l 200

0 , S

. L.

B2B

50, 0

0%50

, 00%

Glo

bal M

anuf

actu

ring

Cor

p ora

tion,

S.L

.U.

Pl.

Els

Bel

lots

, c/ d

el A

ire, 1

Terra

ssa

Bar

celo

naC

omp e

ticio

nes

Dep

ortiv

as, S

.A.

Cas

inos

50, 0

0%50

, 00%

Gam

ing

& S

ervi

ces

de P

anam

á, S

.A.U

.C

alle

50

y 73

Est

e S

an F

ranc

isco

Pan

amá

Pan

amá

Com

prav

enta

Máq

uina

s R

ecre

ativ

as M

oran

, S

.L.U

.O

p era

tiona

l-

50, 0

0%O

rland

o P

lay,

S.A

.G

erm

an B

erna

cer,

22 P

.I. E

lche

P

arq u

e In

d.E

lche

Alic

ante

Edm

o, S

.R.L

.U.

Bin

g os

-50

, 00%

A.O

.G.,

S.r.

l.V

ia G

iorg

io W

ashi

ngto

n, 9

7M

ilán

Italy

Ele

ctró

nico

s P

isue

rga,

S.A

.B

2B-

50, 0

0%G

loba

l Man

ufac

turin

g C

orp o

ratio

n, S

.L.U

.M

etal

, 2V

alla

dolid

Val

lado

lidE

lect

róni

cos

Tru j

illan

os, S

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Glo

bal A

mus

emen

t Par

tner

s C

orpo

ratio

n,

Avd

a. G

uada

lup e

, 14

Truj

illo

Các

eres

Em

j uca

sa, S

.A.

Cas

inos

50,0

0%50

,00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

Bac

acay

, 278

9 p i

so 5

-20

Bue

nos

Aire

sA

rgen

tina

En j

oy W

ith U

s, S

.L.

Bin

g os

50, 0

0%-

Pla

y To

Win

, S.L

.C

/ Ant

onio

Cab

ezon

, 89

Mad

ridM

adrid

Ext

rem

eña

de e

xplo

taci

ones

recr

eativ

as y

de

j ueg

o, S

.L.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.C

/Ant

onio

de

Cab

ezón

, 89

Mad

ridM

adrid

Fest

iland

ia, S

.L.U

.O

p era

tiona

l-

50, 0

0%R

esta

val,

S.A

.A

veni

da d

el M

edite

rráne

o, 2

0B

enid

orm

Alic

ante

Flam

ing o

Eur

omat

ic-1

00, S

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.P

.l. L

a Ju

aida

, C/S

ierra

Tel

ar, 4

0V

iato

rA

lmer

íaG

hist

, S.R

.L.

Ope

ratio

nal

-25

, 00%

Roy

al G

ames

, S.R

.L.

Via

le M

onte

g rap

p a, 4

Pav

iaIta

lyG

ioch

igen

ova,

S.R

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Cirs

a Ita

lia, S

.A.U

.V

ia C

ol D

ino,

6G

enov

aIta

lyG

oldp

lay,

S.A

.U ( a

ntes

Cam

p orro

, S.A

.)O

p era

tiona

l-

50, 0

0%O

rland

o P

lay,

S.A

.S

ierra

Tel

ar, s

/n P

.I. L

a Ju

aida

Via

tor

Alm

ería

Gol

den p

lay,

S.L

.U.

Op e

ratio

nal

50, 0

0%50

, 00%

Orla

ndo

Pla

y, S

.A.

Ger

man

Ber

nace

r, 22

P.I.

Elc

he

Par

q ue

Ind.

Elc

heA

lican

teH

appy

Gam

es, S

.R.L

.O

pera

tiona

l25

,00%

25,0

0%R

oyal

Gam

es, S

.R.L

.V

ia Z

appe

llini

, 6B

usto

Ars

izio

Italy

Jueg

os S

an J

osé,

S. A

.B

ingo

s47

,50%

47,5

0%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

.G

ener

al M

as D

e G

amin

de, 4

7 B

ajos

Las

Pal

mas

G.C

.G

ran

Can

aria

La C

afet

ería

del

Bin

g o, S

.L.

Bin

g os

50,0

0%50

,00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Asu

nció

n, 3

Sev

illa

Sev

illa

Mad

rileñ

a de

Exp

lota

cion

es R

ecre

ativ

as y

de

Jue

g o, S

.A.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.C

/Ant

onio

de

Cab

ezón

, 89

Mad

ridM

adrid

Mar

cham

atic

Inda

lo, S

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.C

/Sie

rra T

elar

, 40

Via

tor

Alm

eria

Med

iterra

nea

de e

xplo

taci

ones

recr

eativ

as y

de

j ueg

o, S

.L.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.C

/Ant

onio

de

Cab

ezón

, 89

Mad

ridM

adrid

Met

roni

a C

R, S

.A.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.S

an J

osé-

Tiba

s S

an J

uan

100m

nor

te

450

m o

este

Tiba

sC

osta

Ric

aM

etro

nia

Pan

ama ,

S.A

.B

ing o

s50

, 00%

50, 0

0%P

lay

To W

in, S

.L.

Av.

Bal

boa

Edi

f.Bay

Hal

l Pla

zaC

iuda

d de

Pan

amá

Pan

amá

Mol

lj oc

S. X

XI,

S.A

.U.

Bin

g os

50, 0

0%50

, 00%

Res

iden

cial

Tib

idab

o, S

.A.

Mal

lorc

a, 2

70B

arce

lona

Bar

celo

naM

onte

carlo

And

aluc

ía, S

.L.

Bin

g os

50, 0

0%50

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Av.

Cru

z de

l Cam

p o, 4

9S

evill

aS

evill

a

F-150

App

endi

x I

List

of j

oint

ly c

ontr

olle

d co

mpa

nies

Per

cent

age

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Com

pany

Act

ivity

2011

2010

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e/C

ount

ry

Mul

ticas

ino,

S.A

.C

asin

os50

, 00%

50, 0

0%G

amin

g &

Ser

vice

s de

Pan

amá,

S.A

.U.

Cal

le 5

0, C

alle

73

Est

eC

iuda

d de

Pan

amá

Pan

amá

New

Lao

mar

, S.L

.U.

Op e

ratio

nal

50, 0

0%50

, 00%

Orla

ndo

Pla

y, S

.A.

c/S

ierra

Tel

ar, 4

0V

iato

rA

lmer

iaO

p a S

ervi

ces,

S.r.

l.B

ing o

s30

,00%

30,0

0%A

.O.G

., S

.r.l.

Gal

leria

del

Cor

so, 3

Rom

aIta

lyO

pera

dora

de

Exp

lota

cion

es R

ecre

ativ

as y

de

Jue

g o, S

.L.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.A

nton

io C

abez

ón, 8

9M

adrid

Mad

ridO

rland

o Ita

lia, S

.r.l.

Op e

ratio

nal

50, 0

0%50

, 00%

Orla

ndo

Pla

y, S

.A.

Mila

no F

iori,

Stra

da 2

, Pal

azzo

D4

Ass

ago

Italy

Orla

ndo

Pla

y, S

.A.

Op e

ratio

nal

50, 0

0%50

, 00%

Glo

bal G

ame

Mac

hine

Cor

pora

tion,

S.A

.U.

Sie

rra T

elar

, 40

P.I.

La

Juai

daV

iato

rA

lmer

íaP

lay

to W

in, S

.L.

Bin

g os

50, 0

0%50

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Ant

onio

Cab

ezón

, 89

Mad

ridM

adrid

Pol

isp a

ce, S

.L.U

.B

2B50

, 00%

50, 0

0%B

inel

ec, S

.L.

Ate

nas,

45

Mál

aga

Mál

aga

Pos

bint

ra, S

.A.

Bin

g os

50, 0

0%50

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Mal

lorc

a, 2

70B

arce

lona

Bar

celo

naR

ecre

ativ

os B

i gar

, S.L

.O

p era

tiona

l50

, 00%

50, 0

0%C

irsa

Slo

t Cor

pora

tion,

S.L

.U.

Pas

eo U

barb

uru,

37

San

Seb

astiá

nG

uip ú

zcoa

Rec

reat

ivos

Jer

oni O

rfila

, S.L

.O

p era

tiona

l50

, 00%

50, 0

0%C

irsa

Slo

t Cor

pora

tion,

S.L

.U.

C/E

mili

Dar

der B

atle

, 4P

alm

a de

Mal

lorc

aB

alea

res

Rec

reat

ivos

Man

che g

os, S

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Glo

bal A

mus

emen

t Par

tner

s C

orpo

ratio

n,

C/P

ío II

I, 13

Alc

azar

de

San

Jua

nC

iuda

d R

eal

Rec

reat

ivos

Oci

omar

Lev

ante

, S.L

.U.

Op e

ratio

nal

50, 0

0%50

, 00%

Orla

ndo

Pla

y, S

.A.

Ctra

. De

Cas

tella

r, 29

8Te

rrass

aB

arce

lona

Rec

reat

ivos

Pan

aem

i , S

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.c/

Ger

man

Ber

nace

r, 22

P.I.

Elc

heM

urci

aM

urci

aR

ecre

ativ

os P

ozue

lo, S

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Glo

bal A

mus

emen

t Par

tner

s C

orpo

ratio

n,

C/C

osta

nilla

del

Oliv

ar, 2

Poz

uelo

de

Ala

rcón

Mad

ridR

ecre

ativ

os R

ute ,

S.L

.U.

Op e

ratio

nal

-50

, 00%

Orla

ndo

Pla

y, S

.A.

Sie

rra T

elar

, s/n

P.I.

La

Juai

daV

iato

rA

lmer

íaR

ed d

e Ju

e gos

y A

p ues

tas

de M

adrid

, S.A

.B

ing o

s40

, 00%

40, 0

0%V

ario

sC

/Eva

risto

San

Mig

uel,

2M

adrid

Mad

ridR

esid

enci

al T

ibid

abo ,

S.A

.B

ing o

s50

, 00%

50, 0

0%G

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.M

allo

rca,

270

Bar

celo

naB

arce

lona

Res

tava

l , S

.A.

Op e

ratio

nal

-50

, 00%

Cirs

a S

lot C

orp o

ratio

n, S

.L.U

.G

uada

lqui

vir,

84H

orno

de

Alc

edo

Val

enci

aR

oyal

bet,

S.R

.L.

Ope

ratio

nal

47,5

0%47

,50%

Roy

al G

ames

, S.R

.L.

Via

Ris

mon

do, 4

Pav

iaIta

lyR

oyal

Bet

, S.R

.L.

Op e

ratio

nal

-50

, 00%

Roy

al G

ames

, S.R

.L.

Ro y

al G

ames

, S.R

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Cirs

a Ita

lia, S

.A.U

.V

ia F

. Ris

mon

do, n

º 4P

avia

Italy

Sal

a V

alen

cia,

S.A

.B

ing o

s50

, 00%

50, 0

0%G

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.C

uenc

a, 2

0V

alen

cia

Val

enci

aS

erdi

sga

2000

, S. L

.B

2B50

, 00%

50, 0

0%G

loba

l Man

ufac

turin

g C

orp o

ratio

n, S

.L.U

.A

v. F

inis

terre

, 283

La C

oruñ

aLa

Cor

uña

Ser

vitro

nic

And

aluc

ía, S

. L.

B2B

50, 0

0%50

, 00%

Glo

bal M

anuf

actu

ring

Cor

p ora

tion,

S.L

.U.

Pol

. Aer

opue

rto S

ecto

r A-2

, P1,

N4

Sev

illa

Sev

illa

SG

R, S

.R.L

.O

pera

tiona

l25

,00%

25,0

0%R

oyal

Gam

es, S

.R.L

.V

ia B

rava

nti ,

7P

iace

nza

Italy

Silv

er C

up G

amin

g, In

c.C

asin

os50

, 00%

50, 0

0%C

irsa

Pan

amá,

S.A

.U.

Est

eC

iuda

d de

Pan

amá

Pan

amá

Sp o

rtium

Ap u

esta

s A

rag o

n, S

.L.U

.O

p era

tiona

l50

, 00%

-S

p orti

um A

p ues

tas

Dep

ortiv

as, S

.A.

C/ J

aim

e Fe

rrán,

5Za

rag o

zaZa

rag o

za

Sp o

rtium

Ap u

esta

s D

epor

tivas

, S.A

.O

p era

tiona

l50

, 00%

50, 0

0%C

irsa

Slo

t Cor

p ora

tion,

S.L

.U.

C/S

anta

Mª M

agda

lena

, 10-

12M

adrid

Mad

rid

Sp o

rtium

Ap u

esta

s Le

vant

e, S

.A.U

.O

p era

tiona

l50

, 00%

-S

p orti

um A

p ues

tas

Dep

ortiv

as, S

.A.

Com

p lej

o H

otel

ero

Mon

te P

icay

oP

uçol

Val

enci

a

Sp o

rtium

Ap u

esta

s N

avar

ra, S

.A.

Op e

ratio

nal

50, 0

0%-

Cirs

a S

lot C

orpo

ratio

n, S

.L.U

. Y L

adbr

oker

s B

ettin

g A

nd G

amin

g LT

D.

Avd

a. B

arañ

ain,

27

1º A

Pam

p lon

aN

avar

raTe

j ebi

n, S

.A.U

.B

ing o

s47

, 50%

47, 5

0%Ju

egos

San

Jos

é, S

.A.

Gen

eral

Mas

De

Gam

inde

, 47

Baj

osLa

s P

alm

as G

.C.

Gra

n C

anar

iaTi

rreno

Gam

es, S

RL

Op e

ratio

nal

50, 0

0%50

, 00%

Cirs

a Ita

lia, S

.A.U

.V

ia O

rose

i, s/

nN

avac

chio

( Cas

cina

)Ita

lyTr

aylo

n, S

.A.

Cas

inos

50, 0

0%50

, 00%

Cas

ino

Bue

nos

Aire

s, S

.A. Y

Com

pañí

a de

A

vda.

Elv

ira R

awso

n de

del

lep i

ane,

s/n

Bue

nos

Aire

sA

rgen

tina

Vas

ca d

e E

x plo

taci

ones

y d

e Ju

ego,

S.L

.B

ing o

s50

, 00%

50, 0

0%P

lay

To W

in, S

.L.

C/A

nton

io d

e C

abez

ón, 8

9M

adrid

Mad

rid

F-151

App

endi

x I

List

of a

ffilia

ted

com

pani

esP

erce

ntag

eP

erce

ntag

eof

ow

ners

hip

of o

wne

rshi

pC

ompa

nyA

ctiv

ity20

1120

10In

vest

men

t hol

der

Bus

ines

s ad

dres

sC

ityP

rovi

nce/

Cou

ntry

Bar

u-S

pele

s, S

IAO

pera

tiona

l49

,00%

49,0

0%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S.A

.U.

Pils

onul

ela,

1Ju

rmal

aLa

tvia

Cas

ino

de A

stur

ias,

S.A

.C

asin

os40

,00%

40,0

0%G

loba

l Cas

ino

Tech

nolo

gy C

orpo

ratio

n, S

.A.U

.N

ava,

8G

ijón

Ast

uria

sC

ompa

ñía

Eur

opea

de

Sal

ones

Rec

reat

ivos

, S.L

.U.

B2B

20,0

0%20

,00%

Uni

vers

al d

e D

esar

rollo

s E

lect

roni

cos ,

S.A

.B

lasc

o de

Gar

ay, 7

0 - 1

º B

Mad

ridM

adrid

Giro

nina

de

Bin

gos,

S.L

.B

ingo

s20

,60%

20,6

0%In

tern

atio

nal B

ingo

Tec

hnol

ogy,

S.A

.U.

Vía

Lai

etan

a, 5

1B

arce

lona

Bar

celo

naR

ecre

ativ

os T

rece

, S.L

.O

pera

tiona

l32

,00%

32,0

0%U

rban

Lei

sure

, S.L

.C

tra. R

ellin

ars ,

345

Terra

ssa

Bar

celo

naU

rban

Lei

sure

, S.L

.O

pera

tiona

l32

,00%

32,0

0%G

loba

l Am

usem

ent P

artn

ers

Cor

pora

tion,

C

tra. R

ellin

ars,

345

Terra

ssa

Bar

celo

naFi

anza

s y

Ser

vici

os F

inan

cier

os, S

GR

Stru

ctur

e35

,23%

35,2

3%V

ario

sR

afae

l Sal

gado

, 19

3ºM

adrid

Mad

rid

F-152

<+

INDEPENDENT AUDIT REPORT

CIRSA GAMING CORPORATION GROUP Consolidated Financial Statements and Consolidated Management Report

for the year ended December 31, 2010

F-153

<+

Ernst & Young, S.L. Cortés, Pérez & CIA. Auditores, S.L.P.

Edificio Sarriá Forum - Av. Sarrià, 102-106, Ático. 08017 Barcelona Passeig de Gràcia, 11 esc. A 2º 2ª. 08007 Barcelona Teléfono: 933 663 700 - Fax: 934 053 784 Teléfono: 93 270 24 14 - Fax: 93 2702 415 www.ey.com/es www.cyp.es Domicilio Social: Plaza Pablo Ruiz Picasso, 1. 28020 Madrid. Domicilio Social: Gutenberg, 3-13, 5º A. 08224 Terrassa Inscrita en el Registro Mercantil de Madrid al Tomo 12749 Inscrita en el Registro Mercantil de Barcelona, Tomo 25.321 Libro 0, Folio 215, Sección 8ª, Hoja M-23123, Inscripción 116. Folio 200, Hoja B.87184. Nº Insc. I.C.J.C.E 57 C.I.F. B78970506 N.I.F. B-08770802

Translation of a report and consolidated financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails

(See Note 30)

AUDIT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders of Cirsa Gaming Corporation, S.A.

We have audited the consolidated financial statements of Cirsa Gaming Corporation, S.A. (hereinafter the Company) and its subsidiaries (the Group), which comprise the consolidated statement of financial position at December 31, 2010, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows and the notes thereto for the year then ended. As indicated in Note 2 to the accompanying consolidated financial statements, the directors are responsible for the preparation of the Group’s consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, and other provisions in the regulatory framework applicable to the Group. Our responsibility is to express an opinion on the aforementioned consolidated financial statements taken as a whole, based upon work performed in accordance with prevailing audit regulations in Spain, which require the examination, through the performance of selective tests, of the evidence supporting the consolidated financial statements, and the evaluation of whether their presentation, the accounting principles and criteria applied and the estimates made are in agreement with the applicable regulatory framework for financial information.

In our opinion, the accompanying 2010 consolidated financial statements give a true and fair view, in all material respects, of the consolidated equity and consolidated financial position of Cirsa Gaming Corporation, S.A. and subsidiaries at December 31, 2010, and the consolidated results of operations and consolidated cash flow for the year then ended, in conformity with IFRS, as adopted by the EU, and other applicable provisions in the regulatory framework for financial information.

F-154

<+

- 2 -

The accompanying 2010 consolidated management report contains such explanations as the directors of the Company consider appropriate concerning the situation of the Group, the evolution of its business and other matters; however, it is not an integral part of the consolidated financial statements. We have checked that the accounting information included in the aforementioned consolidated management report agrees with the 2010 consolidated financial statements. Our work as auditors is limited to verifying the consolidated management report in accordance with the scope mentioned in this paragraph, and does not include the review of information other than that obtained from the accounting records of the Group companies.

ERNST & YOUNG, S.L. CORTÉS, PÉREZ & CIA. AUDITORES, S.L.P.

(Signature on the original in Spanish) (Signature on the original in Spanish)

______________________________ ___________________________

Joan J. Torrebadella Jaume Cetrà Oliva

April 1, 2011

F-155

Cirsa Gaming Corporation Group

Consolidated Financial Statements for the year ended December 31, 2010 in conformity with the international financial reporting standards adopted by the

European Union (IFRS-EU) and Consolidated Management Report

F-156

CONTENTS

Consolidated Financial Statements

� Consolidated statement of financial position at December 31, 2010 and 2009

� Consolidated statement of comprehensive income for the years ended December 31, 2010 and 2009

� Consolidated statement of changes in equity for the years ended December 31, 2010 and 2009

� Consolidated statement of cash flows for the years ended December 31, 2010 and 2009

� Notes to the consolidated financial statements for the year ended December 31, 2010

Consolidated Management Report

Appendix Consolidation perimeter at December 31, 2010 and 2009

F-157

Cirsa Gaming Corporation Group Consolidated statement of financial position at December 31

ASSETS

(Thousands of euros) Notes 2010 2009

Non-current assets 1,050,018 981,576 Goodwill 5 241,070 250,625Other intangible assets 6 127,662 107,352 Property, plant and equipment 7 466,808 407,165 Financial assets 8 133,031 146,255 Deferred tax assets 18.4 81,447 70,179

Current Assets 299,102 257,103 Inventories 11 13,568 25,255Trade and other receivables 8 162,621 134,626 Other financial assets 8 49,606 37,823 Other current assets 8,147 9,088 Cash and cash equivalents 12 65,160 50,311

Total assets 1,349,120 1,238,679

EQUITY AND LIABILITIES

(Thousands of euros) Notes 2010 2009

Equity 84,979 90,847 Issued capital 13.1 24,577 24,577 Share premium 9,500 9,500 Treasury shares 13.2 (184) (184) Retained earnings 13.3 97,976 130,492 Translation differences (98,304) (86,949) Profit (loss) for the year attributable to equity holders of the parent (19,045) (4,970)Non-controlling interests 13.4 70,459 18,381

Non-current liabilities 843,646 811,411 Bonds 14 602,431 495,808Bank borrowings 15 126,457 172,056 Other creditors 16 64,474 104,768 Provisions 17 17,007 10,723Deferred tax liabilities 18.4 33,277 28,056

Current liabilities 420,495 336,421 Bonds 14 9,785 8,672Bank borrowings 15 79,630 56,531 Suppliers 104,952 85,151Other creditors 16 197,007 162,516 Current income tax payable 18.2 29,121 23,551

Total equity and liabilities 1,349,120 1,238,679

F-158

Cirsa Gaming Corporation Group Consolidated statement of comprehensive income for the years ended December 31

(Thousands of euros) Notes 2010 2009

Gaming income 1,607,111 1,512,847 Other operating income 167,092 135,491 Total operating revenues 1,774,203 1,648,338

Bingo prizes (310,066) (335,592)Variable rent (219,673) (212,944)Net operating revenues 3.1 1,244,464 1,099,802

Consumptions (87,579) (89,047)Personnel 20.1 (228,572) (203,088) External supplies and services 20.2 (253,429) (215,556) Gaming taxes (414,863) (383,506)Depreciation, amortization and impairment 5, 6 and 7 (140,418) (97,543) Change in trade provisions (4,556) (3,931) Finance income 11,088 10,353 Finance costs (92,316) (72,858)Change in financial provisions (1,685) (313) Share of the associates’ profit 8.1 238 301 Foreign exchange results 20.3 (477) (142) Results on sale/disposals of non-current assets (9,390) (16,279) Profit before income tax 22,505 28,193

Income tax expense 18.2 (33,097) (31,292) Net profit (loss) from continuing activities (10,592) (3,099)

Other comprehensive income (loss)

Translation differences (12,775) (12,918) Other comprehensive income (loss) for the year (12,775) (12,918)

Total comprehensive income (loss) for the year (23,367) (16,017)

Net profit (loss) attributable to: Equity holders of the parent (19,045) (4,970)Non-controlling interests 13.4 8,453 1,871

(10,592) (3,099) Total comprehensive income (loss) attributable to:

Equity holders of the parent (30,400) (17,888)Non-controlling interests 13.4 7,033 1,871

(23,367) (16,017)

F-159

Cirsa Gaming Corporation Group Consolidated statement of changes in equity for the years ended December 31

(Thousands of euros)

Issued capital

(Note 13.1) Share

premium

Treasury shares

(Note13.2)

Retained earnings

(Note 13.3) Translation differences

Non-controlling interests

(Note 13.4) Total

At December 31, 2008 24,577 9,500 (184) 130,492 (92,649) 19,978 91,714

Net profit for the year 2009 - - - (4,970) - 1,871 (3,099)

Other comprehensive income (loss) for the year 2009 - - - - (12,918) - (12,918)

Total comprehensive income (loss) for the year 2009 - - - (4,970) (12,918) 1,871 (16,017)

Hyperinflation restatement (Note 2.1) - - - - 18,618 - 18,618

Other changes: � Changes in percentage of

ownership - - - - - 4,058 4,058� Dividends paid - - - - - (7,526) (7,526)

At December 31, 2009 24,577 9,500 (184) 125,522 (86,949) 18,381 90,847

Net profit for the year 2010 - - - (19,045) - 8,453 (10,592) Other comprehensive income (loss) for the year 2010 - - - - (11,355) (1,420) (12,775)

Total comprehensive income (loss) for the year 2010 (19,045) (11,355) 7,033 (23,367)

Other changes: � Changes in percentage of

ownership (Note 1.3) - - - (27,546) - 32,871 5,325� Non-controlling interest arisen from

business combinations in the year (Note 4) - - - - - 20,870 20,870

� Dividends paid - - - - - (8,696) (8,696)

At December 31, 2010 24,577 9,500 (184) 78,931 (98,304) 70,459 84,979

F-160

Cirsa Gaming Corporation Group Consolidated statement of cash flows for the years ended December 31

(Thousands of euros) Notes 2010 2009

Cash-flows from operating activities Profit before tax 22,505 28,193 Adjustments to profit:

Changes in operating provisions 4,556 3,931 Depreciation and amortization of non-current assets 5, 6 and 7 140,418 97,543 Gains (losses) from sales and disposals of non-current assets 9,390 16,279 Finance income and costs 82,675 62,818 Exchange gains (losses) 20.3 477 142 Other income and expenses 1,000 2,394

Change in: Inventories 3,700 (2,700)Trade and other receivables 2,668 5,200 Suppliers and other payables 4,387 12,300 Gaming taxes payable (3,419) (500) Other operating assets and liabilities (15,240) 7,700

Income tax paid (26,697) (22,300) Net cash-flows from operating activities 226,420 211,000

Cash-flows from (used in) investing activities Purchase of property, plant and equipment (105,368) (120,200) Purchase of intangibles (35,380) (47,400) Proceeds from disposal of property, plant and equipment 1,101 3,400 Acquisition of shares in companies, net of cash acquired 4 (30,800) (10,800) Current account with Nortia Business Corporation, S. L. – Outflows (74,722) (25,900) Current account with Nortia Business Corporation, S. L. – Inflows 74,722 25,900 Other financial assets (14,638) (10,900) Interest received and cash revenues from financial assets 6,760 6,600 Net cash-flows used in investing activities (178,325) (179,300)

Cash-flows from (used in) financing activities Proceeds from bank borrowings 2,071,907 1,609,800 Repayment of bank borrowings (2,097,969) (1,580,400) Repayment of bonds (278,000) (400) Issue of bonds 14 391,600 - Acquisition of own bonds 14 (10,000) - Finance leases (12,135) (6,000) Interest paid (88,787) (67,800)Other (9,604) (3,200)Net cash-flows from (used in) financing activities (32,988) (48,000)

Net variation in cash and cash equivalents 15,107 (16,300)Net foreign exchange difference on cash balances (258) 2,659Cash and cash equivalents at January 1 50,311 63,952Cash and cash equivalents at December 31 12 65,160 50,311

F-161

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

1. DESCRIPTION OF THE GROUP

1.1 Group activity

Cirsa Gaming Corporation, S. A. (hereinafter “the Company”) and its controlled companies (hereinafter “the Group”) consist of a set of companies operating in the gaming and leisure sector, carrying out the following activities:

• Designing and manufacturing slot machines, which are sold to Group companies and thirdparties, and development of interactive gaming systems

• Operating, both in Spain and abroad, slot machines, bingo halls, casinos and lotteries

1.2 Composition and structure of the Group

The Company, domiciled in Terrassa (Barcelona) at Carretera Castellar, 298, belongs to a group, of which Nortia Business Corporation, S.L., also domiciled in Terrassa (Barcelona), is the parent company.

The companies invested by the Company at December 31, 2010 and 2009 are detailed in the Appendix I, grouped in the following categories:

• The subsidiaries are companies where most of the voting rights are controlled either directly orindirectly by the Company so that it can manage the financial and operating policies in order toobtain profit from the investment.

• The joint ventures are companies ruled by a contractual arrangement between the partnerswhereby they establish joint control on the business, which requires the unanimous consent of theventurers regarding the operating decisions.

• The affiliated companies are enterprises not included in the previous two categories and in whichthere is an ownership interest on a long-term basis that favors their activity, but with limitedinfluence over their management and control.

(NOTE: The column percentage of ownership in the Appendix is obtained by multiplying the different successive percentages along the corresponding chain of control, thereby reflecting the final ownership at the Company’s level.)

F-162

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

1.3 Variations in the consolidation perimeter

During 2010 and 2009, the Group’s legal structure has experienced certain changes, as described below:

2010

• Acquisition of companies

(Thousands of euros)

Total assets included in the consolidated

statement of financial position at

December 31, 2010

Operating revenues included in the 2010

consolidated statement of

comprehensive income

Accord Investment, S.A. 8,469 33,007 Universal de Casinos, S.A. 32,707 35,015 Edmo, S.R.L. 5,631 13 Hispania Investment, S.A. 626 681

47,433 68,716

Accord Investment, S.A. has ownership interests in several joint ventures (All Games, S.R.L., Andy Games, S.R.L., Giochigenova, S.R.L., Intensa Giochi, S.R.L., Royal Games, S.R.L., Royalbet, S.R.L., Royal Bet, S.R.L., SGR, S.R.L., Happy Games, S.R.L. and Fly Games, S.R.L.).

Note 4 includes information on business combinations of the year.

Edmo, S.R.L. is the mere owner of a real estate property, so its acquisition represents an indirect acquisition of assets, and as such is recognized in these consolidated financial statements, instead of being recognized as a business combination.

• Creation of companies

The Group has not created any new companies in 2010.

• Sale of companies

(Thousands of euros)

Total assets included in the consolidated

statement of financial position at

December 31, 2009

Operating revenues included in the 2009

consolidated statement of

comprehensive income

Full Games, S.R.L. 166 1,266 Restaurante Jai Alai de Acapulco, S.A. 31 - Valenciana de Productos Eléctricos, S.L. 409 -

606 1,266

F-163

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

• Changes in percentage of ownership

Consolidation method Percentage At December 31,

2010 At December

31, 2009 At December

31, 2010 At December

31, 2009

Complejo Hotelero Monte Picayo, S.A. Full Proportional 100.00% 50.00% Jesalí, S.A. Full Proportional 100.00% 50.00% Promociones e Inversiones de Guerrero, S.A. Full Full 100.00% 96.00% Winner Group, S.A. Full Full 50.01% 75.00% Bumex Land, S.A. Proportional Full 50.00% 60.00% Inversiones Interactivas, S.A. Full Proportional 70.00% 70.00% Integración Inmobiliaria World de México, S.A. Full Full 100.00% 96.00% Global Gaming, S.A. Full Full 100.00% 70.00%

Non-controlling interests arisen in transactions that have led to a change from proportional to full consolidation method are described in Note 4.

The changes in percentages of ownership that have not resulted in a change in the consolidation method are as follows:

(Thousands of euros) Changes in

non-controlling interests Changes in

accumulated results

Promociones e Inversiones de Guerrero, S.A. 5,467 (5,467) Winner Group, S.A. 27,293 (22,082) Other 111 -

32,871 (27,549)

• Other

(a) Dissolution and liquidation of dormant companies:

Magic Coin, S.A. Trebisa, S.A. Leg Portugal – Máquinas de Diversao, LDA

Marrebi, S.A. Remata, S.A. Servi-5, S.A.

Astoria Juegos, S.A. Cirsa Casino, S.A. Casino Management, S.A. Cirsa Finance Luxembourg, S.A. CIC, S.L. – Troyjocs, S.L. UTE

(b) Dissolution of companies due to merger within the Group:

Inversiones Larimar, S.A. Padova Giochi, S.R.L. Juan Carlos Espinilla, S.L.

Prodigy Investment Corporation Global Britton 07, S.L. Lucky Games, S.A.

F-164

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

2009

• Acquisition of companies

(Thousands of euros)

Total assets included in the consolidated

statement of financial position at

December 31, 2009

Operating revenues included in the 2009 consolidated

statement of comprehensive income

Marchamatic Indalo, S.L. 934 52 New Laomar, S.L. 2,123 214 Recreativos Ociomar Levante, S.L. 151 3,416 Automaticos Laomar, S.L. 165 8 Metronia Panama, S.A. 58 20 Mediterranea de Explotaciones y de Juego, S.A. 1 - Metronia, CR, S.A. 351 240 Vasca de Explotaciones y de Juego, S.L. 316 118 Extremeña de Explotaciones y de Juego, S.L. 73 8 Madrileña Explotaciones Recreativas y de Juego, S.A. 2,751 222

6,923 4,298

• Creation of companies

(Thousands of euros)

Total assets included in the consolidated statement of

financial position at December 31, 2009

Operating revenues included in the 2009 consolidated

statement of comprehensive income

Orlando Italia, SRL 3 - Cirsa Funding Luxemburgo, S.A. 1 -

4 -

• Sale of companies

(Thousands of euros)

Total assets included in the consolidated statement of

financial position at December 31, 2008

Operating revenues included in the 2008 consolidated

statement of comprehensive income

Nevada 2000, S.L. 163 276 Elenco, S.A. 367 2,784 Italtronic 1,027 4,762

1,557 7,822

F-165

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

• Changes in percentage of ownership

Consolidation method Percentage At December

31, 2009 At December

31, 2008 At December

31, 2009 At December

31, 2008

Gaming and Services de Panamá, S.A. Full Full 100.00% 70.90% Comput Bingo, S.A. Proportional Proportional 70.00% 50.00% Inversiones Larimar, S.A Full Full 100.00% 98.10% Cafetería Miami, S.A. Full Full 100.00% 51.50% Padova Giochi, S.R.L Full Proportional 100.00% 50.00% Bingo Amico, S.R.L. Proportional Equity 50.00% 25.00% Casino La Toja, S.A. Proportional Full 50.00% 100.0% Gironina de Bingos, S.L. Equity Equity 20.60% 25.00% Orlando Play, S.A. Proportional Full 50.00% 75.00% Flamingo Euromatic-100, S.L Proportional Full 50.00% 75.00% Golden Play, S.L. Proportional Full 50.00% 75.00% Compraventa Maquinas Recreativas Moran , S.L. Proportional Full 50.00% 75.00% Recreativos Rute, S.L. Proportional Full 50.00% 75.00% Goldplay, S.A. Proportional Full 50.00% 75.00% Recreativos Panaemi, S.L. Proportional Full 50.00% 75.00% Mendoza Central Entretenimientos, S.A. Full Full 51.00% 100.0% Promociones e Inversiones de Guerrero, S.A. Integración Inmobiliaria World de Mexico, S.A. Lucky Games, S.A.

Full Full Full

Full Full Full

96.00% 96.00% 100.00%

51.00% 51.00% 70.90%

• Other

(a) Dissolution and liquidation of dormant companies:

Casino Las Nubes, S.A. Italian Gaming Service, S.R.L.

Unidesa Italia, SRL Entretenimiento y Negocios LTDA

Flamingo Loga, S.L.

(b) Dissolution of companies due to merger within the Group:

Ulprifutur, S.L. Zhenka, S.L. Gran Casino de Lima SAC Myes Factory 2004, S.L.

F-166

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

2. BASIS OF PRESENTATION AND ACCOUNTING STANDARDS

2.1 Basis of presentation

The 2010 consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards adopted by the European Union published by the International Accounting Standards Board (IASB) and further interpretations.

The Company belongs to a group, whose parent is Nortia Business Corporation, S.L. (Nortia Group), domiciled in Terrassa (Spain). The Company meets the criteria for exemption from preparing consolidated financial statements under article 43 of the Commercial Code. Consequently, these consolidated financial statements are considered voluntary. The consolidated financial statements of Nortia Group and the consolidated management report for the year ended December 31, 2009 were prepared on March 31, 2010 and filed with the Barcelona Mercantile Registry together with the corresponding audit report. The consolidated financial statements and consolidated management report for the year ended December 31, 2010 will be prepared in the approved manner and filed, together with the audit report, with the Barcelona Mercantile Registry according to the legal deadlines.

The financial statements of the companies composing the Group for the year ended December 31, 2010 have not yet been submitted for approval by the shareholders in general meeting. Nevertheless, the Board of Directors of the Company expects that they will be approved without modification and, therefore, will not have any impact on the present consolidated financial statements.

The accounting policies applied in the preparation of the accompanying consolidated financial statements comply with the IFRS prevailing at the date of their preparation. For certain cases, the IFRS-EU provide alternative applications. The options applied by the Group are described in the accounting policies listed in the accompanying notes.

For comparative purposes, the accompanying consolidated financial statements, which have been prepared at historical cost, include the figures of 2010 in addition to those of 2009 for each item of the consolidated statement of financial position, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows, and the consolidated notes thereto, except for the information on late payment of suppliers in commercial transactions.

Information on late payment to suppliers in commercial transactions

This is the first year in which the Resolution of December 29, 2010, passed by the Institute of Accounting and Auditors of Accounts ("Instituto de Contabilidad y Auditoría de Cuentas" in Spanish), is applicable to the information concerning late payment to suppliers in commercial transactions, to be included in the Notes to the financial statements. By virtue of the stipulations in Transitional Provision Two for first-time application, the Company only provides information related to the overdue amounts payable to suppliers which at year end exceed the legal payment deadline. Further, comparative information is not presented with respect to this new obligation, and the financial statements are considered first-time financial statements exclusively in terms of uniformity and comparability.

Classification of Venezuela as a hyperinflationary economy

Throughout 2009 and in the first days of 2010, a number of factors arose in the Venezuelan economy that led the Group to reconsider the treatment it followed with respect to the translation of the financial statements of investees, as well as the recovery of its financial investments in that country. Within these factors it was worth highlighting the level of inflation reached in 2009 and the cumulative inflation over the last three years; the restrictions to the official foreign exchange market and, finally, the devaluation of the Bolivar fuerte by decision of the Government on January 8, 2010.

F-167

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

As a result, in accordance with the applicable standard, Venezuela had to be considered as a hyperinflationary economy in 2009. The main implications of this were as follows:

� Adjustment of the historical cost of non-monetary assets and liabilities and the various items of equity of these companies from their date of acquisition or inclusion in the consolidated statement of financial position to the end of the year to reflect the changes in purchasing power of the currency caused by the inflation. The cumulative impact of the accounting restatement to adjust for the effects of hyperinflation for years prior to 2009 was reflected in the translation differences at the beginning of the 2009 financial year.

� Adjustment of the consolidated statement of comprehensive income to reflect the financial loss caused by the impact of inflation in the year on net monetary assets (loss of purchasing power).

� The various components of the consolidated statement of comprehensive income and statement of cash flows were adjusted according to the inflation index since their generation, with a balancing entry in financial results.

� All components of the financial statements of the Venezuelan companies have been translated at the closing exchange rate, which at December 31, 2010 was to 5.75 Bolivares fuertes per euro (3.10 Bolivares fuertes per euro at December 31, 2009).

The main effects on the Group’s consolidated financial statements for 2009 derived from the items mentioned above were as follows:

(Thousands of euros) 2009

Revenue 4,107 EBITDA 1,914 Profit (loss) in the net monetary position* (4,857) Net income (5,248) Hyperinflation restatement 18,618 Net impact on equity 13,370

*Loss in the net monetary position was included in the financial expense of the consolidated statement of comprehensiveincome.

At December 31, 2010 the Venezuelan economy continues to be considered hyperinflationary in terms of NIIF application, and the main impacts for 2010 are as follows:

(Thousands of euros) 2010

Revenue 3,774 EBITDA 1,227 Profit (loss) in the net monetary position* (3,629) Net income (4,725)

*Loss in the net monetary position is included in the financial expense of the consolidated statement of comprehensive income.

2.2 Estimates and judgments

The preparation of the consolidated financial statements requires the management of the Group to exercise judgment, to make estimates and to make assumptions which affect the application of the accounting policies and the recorded amounts of assets, liabilities, revenues and expenses. The estimates and assumptions taken into account have been based upon historical experience and other factors which were considered to be reasonable in the light of the circumstances. Consequently, the actual results could differ from those assumptions.

The estimates and assumptions are reviewed periodically, such that any changes made in accounting estimates are posted in the period in which they are reviewed, in the event that such review only affects that period, or in the period of the review and future periods if the revision affects both. The key estimates and judgments are as follows:

F-168

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

• Impairment of assets

The Group assesses for impairment at year end for all non-financial assets which carrying amount could be unrecoverable. Goodwill and intangible assets with an indefinite useful life are tested for impairment annually, or when there is evidence of impairment. In 2010 the Group has recognized goodwill impairment losses amounting to 19.3 million euros. In 2009 the Group did not recognized any significant impairment allowance for the non-financial assets (Note 5).

• Non-current assets with finite useful life

The Group reviews periodically useful lives of non-current assets, adjusting prospectively amortization methods where applicable.

• Recoverability of deferred tax assets

When the Group or a group company recognizes deferred tax assets, the estimated taxable profits that will be generated in future years are reviewed at year end in order to assess their recoverability, and any impairment loss is recognized accordingly. At December 31, 2010 the Group has recognized deferred tax assets amounting to 81,447 thousand euros (2009: 70,179 thousand euros), as described in Note 18.4.

• Provisions for taxes and other risks

Provisions are recognized for taxes and risks that will probably arise based on related studies. At December 31, 2010 the Group has recognized provisions for taxes and other risks amounting to 17,007 thousand euros (2009: 10,723 thousand euros), as described in Note 17.

• Fair value of financial instruments

When accounting regulations applicable to the Group require the measurement of financial assets and liabilities at fair value, this is determined based on generally accepted valuation methods when no objective market price exists. A third-party report is requested when the complexity of the issue requires it.

• Business combinations and goodwill

The Group assesses for each business combination, the fair value of assets, liabilities and acquired contingent liabilities, allocating the cost of the business combination to the identified elements. Likewise, goodwill arising from the acquisition is assigned to its corresponding cash-generating unit, based on expected synergies, for subsequent impairment tests.

2.3 Changes in accounting policies and disclosure of information effective in 2010

The accounting policies applied in the preparation of the consolidated financial statements for the year ended December 31, 2010 are the same as those used in the prior year, except for the adoption, on January 1, 2010, of the following standards, amendments and interpretations published by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee, and adopted by the European Union for its application in its member states.

IFRS 3 (2008), Business combinations

The revised version of IFRS 3 adds significant changes to the recognition of business combinations. The main impacts are as follows:

• Allowing an alternative for the measurement of non-controlling interests, either at their fairvalue or at their share in the carrying amount of the identifiable net assets acquired. Thismeasurement alternative is available for each separate transaction;

F-169

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

• Modifying the recognition and measurement of contingent payments related to businesscombinations. Under the revised standard, the contingent price is measured at fair value onacquisition date and subsequent adjustments only have an impact on goodwill as long as theyderive from new information obtained after the acquisition date and within the period of‘provisional accounting’ (12 months maximum from acquisition date). Any other subsequentadjustment is recognized in the income statement;

• Demanding that costs attributable to acquisition be recognized separately from the businesscombination, which generally means that these costs are recognized in the statement ofcomprehensive income as they are incurred, instead of being recognized as part of theacquisition cost, as established by the former standard;

• In business combinations carried out in stages, demanding that the share percentage bemeasured prior to its fair value at business combination date, recognizing any gains or lossesresulting from this remeasurement in the statement of comprehensive income;

• Demanding that changes in tax assets acquired in business combinations prior to 1 January2010 be recognized as adjustments to the statement of comprehensive income.

Its adoption has had an impact on the recognition of business combinations occurred in the period (Note 4).

Amendment to IAS 27, Separate and consolidated financial statements

Amendments included in IAS 27 establish that changes in the parent’s ownership interest in a subsidiary that do not result in the loss of control are accounted for as transactions with equity holders. Therefore, these transactions will not generate goodwill or gains or losses. Additionally, in accordance with the amendments to IAS 27, the loss of control entails that any residual interest held by the company be adjusted at fair value at the date of loss of control, recognizing any resulting gains or losses from said remeasurement in the statement of comprehensive income.

At December 31, 2010 the application of this amendment has had no significant impact on the Group’s financial position and results, except for the effect described in Note 1.3.

Other standards and interpretations applicable as of January 1, 2010

The adoption of the following standards, interpretations and amendments has had no impact on the Group financial position and results.

• Amendment to IFRS 2 ‘Group cash-settled share-based payment’

• Amendments to IAS 39 ‘Financial instruments: Recognition and measurement – EligibleHedged Items’

• IFRIC 12 ‘Service Concession Arrangements’

• IFRIC 15 ‘Agreements for the Construction of Real Estate’

• IFRIC 16 ‘Hedges of a Net Investment in a Foreign Operation’

• IFRIC 17 ‘Distributions of Non-cash Assets to Owners’

• IFRIC 18 ‘Transfers of Assets from Customers’

• Changes in IFRS 5 ‘Non-current assets held for sale and discontinued operations’ included inimprovements in IFRSs issued in May 2008.

• Improvements in IFRSs issued in April 2009.

F-170

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

2.4 New standards and interpretations not in force at December 31, 2010

At the date of preparation of these consolidated financial statements, the following standards, amendments and interpretations had been published, but were not yet obligatory.

Standards and amendments to standards: Obligatory application:

years beginning on or after:

IFRS 9 Financial Instruments 1 January 2013 Revision of IAS 24 revised Related Party Disclosures 1 January 2011 Amendments to IAS 32 Classification of Rights Issues 1 February 2010 Improvements to IFRSs (May 2010) 1 January 2011 (*)

Amendment to IFRS 7 Disclosures – Transfers of financial assets 1 July 2011

Amendment to IAS 12 Deferred tax– Recovery of underlying assets 1 January 2012

(*) The amendments to IFRS 3 (2008) regarding the measurement of non-controlling interests and share-based payment plans, as well as amendments to IAS 27 (2008) and amendment to IFRS 3 (2008) regarding contingent payments arisen from business combinations with acquisition date prior to the effective date of the revised standards, come into effect for annual periods beginning on or after 1 July 2010.

Interpretations

Obligatory application: years beginning

on or after:

IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments 1 July 2010 Amendments to IFRIC 14 Prepayments of a Minimum Funding Requirement 1 January 2011

The Group has not adopted any standard, interpretation or amendment in advance, issued but not yet in force. The Group is currently analyzing the impact resulting from the application of these standards, amendments and interpretations.

Based on the analyses made to date, the Group estimates that their application will have no significant impact on the consolidated financial statements in the period of initial application. Nevertheless, changes introduced by IFRS 9 will affect financial instruments and future transactions with them occurring as of January 1, 2013.

2.5 Consolidation methodology

The consolidation methodology is described in the following sections:

Consolidation methods

The methods applied in the consolidation process are as follows:

• Full consolidation method for subsidiaries• Proportional consolidation method for multigroup companies• Equity method for affiliated companies

Harmonization

The financial year of the companies within the consolidation perimeter ends on December 31. For consolidation purposes the corresponding 2010 financial statements of each company have been used.

The accounting principles applied by the companies comply with Group policies and, accordingly, no harmonization adjustments were necessary.

F-171

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

Elimination of intergroup transactions

The intercompany balances arising from financial operations, rental agreements, payment of dividends, financial assets and liabilities, purchase and sale of inventories and non-current assets and rendering of services have been eliminated. In regard with purchase and sale transactions, the unrealized margin on assets, as well as depreciation, has been adjusted in order to show the assets at their original cost to the Group.

Translation of financial statements in foreign currency

The financial statements of foreign companies have been translated into euros prior to their consolidation following the year-end rate method, except for the financial statements of Venezuelan companies as stated in Note 2.1. Accordingly, assets and liabilities are translated at the spot rate prevailing at December 31, capital and reserves at the historical rates, and revenues and expenses at the averages rate for the year. Differences arisen from this process have been recorded directly under Translation differences in net equity.

2.6 Business combinations

When Group gains control over one constituted business, or directly over a business’ net assets, the consideration transferred is assigned to assets, liabilities and contingent liabilities, measured at fair value. The difference between the sum of fair values and the sum of the consideration transferred plus the amount of any non-controlling interest in the acquiree at acquisition date is recognized as goodwill where it is positive or as income in the consolidated statement of comprehensive income where the difference is negative.

The consideration transferred in a business combination is measured at fair value. This is calculated as the sum of the acquisition fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity interests issued by the acquirer.

The costs related to the acquisition, such as finder’s fees, advice, legal, accounting valuation and other professional or consulting fees, are recognized as expenses in the years when they are incurred and the services are provided.

2.7 Intangible assets

Intangible assets are initially measured at acquisition cost less accumulated amortization and any impairment loss.

Goodwill is not amortized for having indefinite useful life. Instead, it is tested for impairment at least annually as well as non-amortized intangible assets. Likewise, the net carrying amount of intangible assets having finite useful life is tested for impairment when there is evidence or changes of not recovering the carrying amount, similar to the criteria established for property, plant and equipment.

Research expenses are charged to expenses when incurred, while development costs related to an individual project are capitalized when the Group can demonstrate the technical feasibility and profitability, the availability of financing resources and incurred costs can be measured reliably. Development expenses to be capitalized, including the cost of materials, personnel expenses directly attributable and a fair proportion of overheads, are amortized using the reducing balance amortized method (50% the first year) over the period for which they expect to obtain profits or income from such project, which generally comprises three years.

Amounts paid to the owners of the sites where the slot machines are located on an exclusivity basis are capitalized as installation rights. They are amortized on a straight-line basis over the contract term.

Administrative concessions are amortized on a straight-line basis, according to the concession term, as well as transfer rights of leased premise

Software is amortized on a straight-line basis over three years.

F-172

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

2.8 Property, plant and equipment

Property, plant and equipment are measured at acquisition cost less accumulated depreciation and any recognized impairment loss.

The Group assesses whether there is an indication that the net carrying amount of property, plant and equipment may be impaired. If any indication exists, assets or cash-generating units are recorded at their recoverable amount, which is the higher of their fair value less cost to sell and value in use. To assess value in use, expected future cash flows are discounted to their present value using risk free market rates, adjusted by the risks specific to the asset. For those assets that do not generate cash inflows that are largely independent of those from other assets or groups of assets, the recoverable amount is determined for the cash-generating units to which the asset belongs. Impairment losses are recorded as expense in the consolidated statement of comprehensive income.

Expenses for repairs which do not prolong the useful life of the assets, as well as maintenance expenses, are taken to the consolidated statement of comprehensive income in the year incurred. Expenses incurred for expansion or improvements which increase the productivity or prolong the useful life of the asset are capitalized. Future expenses for restoring and retirement are recognized, at present value, as a cost component, with a liability provision as counterpart.

Depreciation charges are calculated over the estimated useful lives of the assets. Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful life. The declining balance depreciation is used alternatively for some assets, basically slot machines, since it better follows the actual pattern of income related to these assets.

Method Rate

Commercial buildings (new/used) and plant Straight line 2-4% Riverboats Straight line 6,6% Production installations (new/used) Straight line 8-16% Other installations Straight line 8-12% Production machinery Straight line 10% Other production equipment Straight line 20% New slot machines (“A” and “B” / “V” and “C”) Declining/Straight line 20% Used slot machines Straight line 40% Furniture (new/used) Straight line 10-20% Vehicles (new/used) Declining/Straight line 10-32% Tools and furniture (new/used) Straight line 30-60% EDP equipment (new/used) Declining/Straight line 25-50% Molds and dices Straight line 25% Other PP&E items Straight line 16%

The finite useful life of exploiting slot machines is necessarily subject to exogenous factors (mainly market and competence) of difficult forecast. In the event that such equipment completes its useful life before the base period used for depreciation, the net balance of the related good at the removal date is charged as depreciation for the year, given its recurrent and typical features, as well as its corrective nature of systematic depreciation performed on related goods.

2.9 Investments in associates

Investments are accounted for under the equity method, i.e. they are accounted initially at cost and its carrying amount is increased or decreased in order to recognize the part of the result of the invested company attributed to the Group from the acquisition date.

Part of the profit (loss) for the year of the invested company is recorded in the Group consolidated statement of comprehensive income. Dividends received reduce the amount of the investment.

Changes in the invested company’s equity different than those generated by income of the period are directly recorded as changes in the Group’s net equity.

F-173

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

2.10 Financial assets

Financial assets are initially recorded at fair value. For investments not measured at fair value with changes in results, directly attributable transaction costs are added. The Group establishes the classification of financial assets at the initial recognition, and, when appropriate and allowed, the classification is assessed again at each year end.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative instruments having neither maturity date (or not expected to be held until maturity), nor nature of trading portfolio, nor derived from trading activities or Group loans. Upon initial recognition, where possible, they are measured at fair value, recognizing changes in fair value directly within a separate caption in equity until the investment is derecognized or impaired, at which time the accumulated profit or loss previously recorded in equity is taken to the consolidated statement of comprehensive income.

In 2010 and 2009 the Group available-for-sale investments have been measured at acquisition cost, since they cannot be measured reliably at fair value.

Loans and receivables

The Group recognizes in this category trade and non-trade receivables, which include financial assets with fixed or determinable payments not quoted on active markets and for which the Group expects to recover the full initial investment, except, where applicable, in cases of impairment.

Following initial recognition, these financial assets are measured at amortized cost.

Nevertheless, non-trade receivables which mature within less than one year with no contractual interest rate, as well as prepayments and loans to personnel, the amount of which is expected in the short term, are carried at nominal value both at initial and subsequent measurement, when the effect of not discounting cash flows is not significant.

2.11 Cancelation of financial assets and liabilities

Financial assets (or, when applicable, part of a financial asset or part of a group of similar financial assets) are derecognized when:

− Rights to related cash flows have expired; − The Group has retained the right to receive related cash flows, but has assumed the liability of

fully paying them within the established terms to a third party under a transfer agreement; − The Group has transferred the rights to receive related cash flows and (a) has substantially

transferred the risks and rewards incidental to the ownership of the financial asset, or (b) has not transferred or retained the asset’s risks and rewards, but has transferred the control over the asset.

Financial liabilities are derecognized when the related liability is settled, cancelled or expired. When a financial liability is replaced for other from the same borrower but with substantially different terms, or the conditions of the existing liability are substantially modified, such change or modification is recorded as a disposal of the original liability and an addition of a new liability. Difference of related carrying amounts is recognized in the consolidated statement of comprehensive income.

F-174

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

2.12 Inventories

Inventories are accounted for at the lower of the acquisition cost and the recoverable amount.

The recoverable amount of raw materials is the replacement cost. Nevertheless, no provision is set aside for raw materials and other consumables used in production, if the finished products in which they are incorporated are sold above cost. The recoverable value of finished products corresponds to the estimated sales price less related selling expenses.

The cost value of finished products includes materials measured at the weighted average acquisition price, third-party work, labor and production overhead.

2.13 Cash and cash equivalents

This heading includes cash, current accounts, bank deposits and other financial investments maturing within less than three months from the acquisition date, provided that risks of the substantial alteration of their value are not significant.

In terms of the consolidated statement of cash flows, cash and cash equivalents include the abovementioned concepts, net of bank overdrafts, if applicable.

2.14 Impairment of assets

Non-financial assets

The Group assesses at each year end whether there is an indication that a non-current asset may be impaired. If any indication exists, and when an annual impairment test is required, the Group estimates the asset’s recoverable amount. The recoverable amount is the higher of the cash-generating unit (CGU) fair value less cost to sell and value in use, and it is established for each separate asset, unless for assets that do not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and its carrying amount is reduced to the recoverable amount. To assess value in use, expected cash flows are discounted to their present value using risk free market rates, adjusted by the risks specific to the asset. Impairment losses from continuing activities are recognized in the consolidated statement of comprehensive income.

The Group assesses at year end indicators of impairment losses previously recorded in order to verify whether they have disappeared or decreased. If there are indicators, the Group estimates a new recoverable amount. A previously recognized impairment loss is reversed only if the circumstances giving rise to it have disappeared, since the last loss for depreciation was recognized. In this regard, the asset’s carrying amount increases to their recoverable amount. The reversal is limited to the carrying amount that would have been determined had no impairment loss been recognized for the asset.

The reversal is recognized in the consolidated statement of comprehensive income. Upon such reversal, the depreciation expense is adjusted in the following periods to amortize the asset’s revised book value, net of its residual value, systematically over the asset’s useful life.

Financial assets

The Group assesses at year end if financial assets or group of financial assets are impaired. To assess the impairment of certain assets, the following criteria are applied:

F-175

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

• Assets measured at amortized cost

If there is objective evidence that there is an impairment loss of loans and other receivables recorded at amortized cost, the loss is measured as the difference between the net carrying amount and the present value of estimated cash flows, discounted at the current market rate upon initial recognition. The net carrying amount is reduced by an allowance, and the loss is recorded in the consolidated statement of comprehensive income.

Impairment loss is reversed only if the circumstances giving rise to it have ceased to exist. Such reversal is limited to the carrying amount of the financial asset that would have been recognized on the reversal date had no impairment loss been recognized.

In regard with trade and other receivables, when there is objective evidence of not collecting them, an adjustment is made based on identified bad debts risk.

• Available-for-sale financial assets

If a financial asset available-for-sale is impaired, the difference between its cost (net of any repayment) and present fair value, less any previous impairment loss recognized in equity are taken to the consolidated statement of comprehensive income. Reversals related to equity instruments classified as available-for-sale are not recognized in the consolidated statement of comprehensive income, but the associated increase in value is directly recorded in equity.

2.15 Treasury shares

Treasury shares are recorded as a direct decline in the Group’s equity. They are measured at cost value, without recognizing any impairment loss. No gain or loss is recognized in the consolidated statement of comprehensive income on the purchase or sale of the Group’s own equity instruments. Any difference between the carrying amount and the consideration is recognized in equity.

2.16 Provisions

Provisions are recognized when:

− the Group has a present obligation either legal, contractual or constructive as a result of past events;

− it is probable that an outflow of resources will be required to settle the obligation; and − the amount of the obligation can be reliably measured.

When the effect of the cash temporary value is significant, the provision is estimated as the present value of the future cash flows required to settle the obligation.

The discount rate applied in the assessment of the obligation’s present value only corresponds to the temporary value of money and does not include the risks related to the estimated future cash flows related to the provision. The increase of the provision derived from the aforementioned discount is recorded as a financial expense.

2.17 Interest yield loans and credits

Loans and credits are initially measured at cost value, which is the fair value of the contribution received, net of issuance costs related to the debt.

Upon initial recognition, interest yield loans and credits are recognized at amortized cost using the effective interest rate method, including any issuance cost and discount or settlement premium.

F-176

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

2.18 Translation of balances in foreign currency

Transactions in foreign currency are translated at the spot rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated at the spot rate prevailing at the closing date. Unrealized exchange gains or losses are recognized in the consolidated statement of comprehensive income. As an exception, exchange gains or losses arising from intergroup monetary assets and liabilities that reflect investments in foreign subsidiaries are recorded in Translation differences in equity, with no impact on the consolidated statement of comprehensive income.

2.19 Leases

Leases are considered to be financial leases when all risks and rewards incidental to ownership of the leased item are substantially transferred to the Group. Assets acquired under financial lease arrangements are recognized as property, plant and equipment at the beginning of the lease term in the consolidated statement of financial position, recording an asset equivalent to the fair value of the leased item or, if lower, the present value at the commencement of the lease of the minimum lease payments. A financial liability is recorded for the same amount.

Lease payments are apportioned between finance charges and reduction of the lease liability, in order to maintain a constant interest rate of the outstanding debt. The finance charges are recorded directly in the consolidated statement of comprehensive income. These assets are depreciated, impaired, and derecognized using the same criteria applied to assets of a similar nature.

Leases are considered to be operating leases when all risks and rewards incidental to ownership of the leased item are substantially maintained by the lessor. Operating lease payments are recognized as expense in the consolidated statement of comprehensive income when accrued over the lease term.

2.20 Revenues

Revenues are recognized when it is probable that the economic benefits from the transaction will flow to the Group and the amount of income and costs incurred or to be incurred can be reliably measured.

Revenues from exploiting slot machines are measured at the collected amount. The percentage of the amount collected from slot machines attributable to the owner of the premises where the machine is located is included as operating expense under Variable rent.

Revenue from bingo cards are recognized for the total amount of sold cards, based on their face value, while recognizing the prizes granted to players as operating expense. The card cost is recorded in Consumptions, and the gambling tax rate over purchased bingo cards is included under Gaming taxes.

Revenue from casinos is recorded for the net amount from the game (“win”), i.e. discounting prizes removed by gamblers.

Revenue from sale of finished products is measured when risks and significant benefits incidental to the ownership of the assets have been transferred to the buyer and the outcome can be estimated reliably, circumstance that generally arises with the effective goods delivery.

Interest income is recorded based on the time passed, including the asset’s effective yield.

2.21 Restructuring expenses

Expenses incurred in restructuring processes, mainly indemnities to personnel, are recognized when a formal and detailed plan exists to perform such process by identifying the main parameters (i.e. main locations, functions and approximate number of affected employees, estimated payments and the implementation schedule) and creating a real and valid expectation among affected employees in regard with the process.

F-177

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

2.22 Income tax

Deferred income tax is recognized on all temporary differences at the closing date between the tax bases of assets and liabilities and their carrying amounts in the statement of financial position.

Deferred tax liabilities are recognized for all temporary differences, except for taxable temporary differences arisen from an acquired goodwill, which amortization is not tax deductible and those arisen upon the initial recognition of an asset or liability in a transaction, other than a business combination, and that at the transaction date did not affect the accounting or the tax result.

Likewise, a deferred tax liability is recognized for all taxable temporary differences from investments in subsidiaries, associates or jointly controlled companies, except when the following conditions are met: (a) when the Group is able to manage the reversal date of the temporary difference and (b) to the extent that the temporary difference will not be reversed in the future. In this regard, when the results are generated in subsidiaries in countries where there is not an agreement to avoid double taxation and the Group’s policy is the repatriation of dividends, the Group records a deferred tax related to the effective amount that would be filed when profits are repatriated.

Deferred tax assets are recognized for all deductible temporary differences, tax credits and unused tax loss carryforwards, to the extent that it is probable that future taxable profit will be available against which these assets may be utilized, except for deductible temporary differences arisen upon the initial recognition of an asset or liability in a transaction, other than a business combination, and that at the transaction date did not affect the accounting or the tax result.

Furthermore, only a deferred tax asset is recognized for all deductible temporary differences from investments in subsidiaries, associates or jointly controlled companies when the following conditions met: (a) to the extent that the temporary difference will be reversed in the future, and (b) to the extent that it is probable that future taxable profit will be available against which these temporary differences may be utilized.

The recovery of deferred tax assets is reviewed at year end, reducing the amount in assets to the extent that it is probable that future taxable benefits will not be available and consequently these assets could not be utilized.

Deferred taxes are measured based on the tax legislation and charge rates enacted or to be enacted, at the date of consolidated statement of financial position.

Deferred tax assets and liabilities are not discounted and are classified as non-current assets or non-current liabilities, respectively.

2.23 Contingencies

When unfavorable outcome of a situation that leads to a potential loss is likely to occur (i.e. more than 50% of possibilities), the Group establishes a provision which is recorded based on the best estimate of present value of expected future disbursement. On the other hand, if expectations of favorable resolution are more likely, no provision is recorded, which is reported in the notes of existing risks, unless the possibility of a negative outcome is clearly considered remote.

2.24 Classification of current and non-current assets and liabilities

Assets and liabilities are classified in the consolidated statement of financial position as current and non-current according to their maturity date. Current assets mature within one year from the closing date, and non-current assets mature in more than such period.

F-178

Cirsa Gaming Corporation Group Notes to the consolidated financial statements for the year ended December 31, 2010

3. SEGMENT INFORMATION

The Group’s activities are organized and managed separately based on the nature of the provided services and products. Each segment represents a strategic business unit, which provides several services and offers product to different markets. The related operating results are assessed regularly by the Group’s highest management body in order to decide which resources should be allocated to the segment and to assess its yield.

The Group has classified as operating segment the identified Group component in charge of supplying a single product or service, or a group of them, which is subject to risks and returns of different nature to those related to other segments within the Group. The main factors considered in identifying the segments have been the nature of products and services, the nature of the production process and the type of customer.

Assets, liabilities, income and expenses by segments include those directly and reasonably assignable. The captions not assigned by the Group correspond to deferred tax assets and liabilities accounts.

The transfer prices between segments are calculated based on the actual costs incurred, which have been increased by a fair trading margin.

3.1 Operating segments

The distribution of detailed operating segments meets the information usually managed by the Management. Segments, as defined by the Group, are as follows:

Slots:

Owns and operates slot machines in bars, cafes, restaurants and recreation rooms in Spain and Italy. Also provides interconnected machines in Italy.

B2B:

Designs, manufactures and distributes slot machines and game kits for the Spanish and international market. The division sells directly or through distributors to other divisions of the Group, mainly slot division, and third parties.

Bingos:

Operation of bingo halls mainly in Spain and to a lesser extent, in Italy and Mexico. These rooms operate through the sale of bingo cards to customers, and to a lesser extent through the operation of slot machines and restoration services.

Casinos:

The Group operates with two types of casinos, traditional casinos which include table games and casino slot machines, and electronic casinos which only operate with casino slot machines.

Other segments:

Segments that as a whole represent less than 10% of total external and internal revenue, less than 10% of the combined result of all segments with added benefits and less than 10% of total assets, have been considered as irrelevant and no specific information has been provided, grouped under this generic title.

The following chart shows information on revenue and results, information about assets and liabilities, and other information related to the different operating segments as for December 31, 2010 and 2009.

F-179

2010

(Tho

usan

ds o

f eur

os)

Slot

s B

2B

Cas

inos

B

ingo

El

imin

atio

ns a

nd

othe

r To

tal

Ass

ets

by s

egm

ent

Non

-cur

rent

ass

ets

assi

gned

29

0,68

8 65

,536

59

0,46

9 21

8,20

6 (1

96,3

27)

968,

572

Non

-cur

rent

ass

ets

not a

ssig

ned

- -

- -

81,4

47

81,4

47

Cur

rent

ass

ets

assi

gned

99

,913

78

,817

20

6,70

3 44

,287

(1

30,6

19)

299,

101

Tota

l ass

ets

390,

601

144,

353

797,

172

262,

493

(245

,499

) 1,

349,

120

Liab

ilitie

s by

seg

men

t Li

abili

ties

assi

gne d

(254

,427

)(1

17,8

14)

(651

,311

)(1

93,0

00)

(14,

313)

(1

,230

,865

)Li

abili

ties

not a

ssig

ned

- -

- -

(33,

276)

(3

3,27

6)

Tota

l lia

bilit

ies

(254

,427

)(1

17,8

14)

(651

,311

)(1

93,0

00)

(47,

587)

(1

,264

,141

)

Rev

enue

S

ales

to e

xter

nal c

usto

mer

s 43

2,49

7 58

,196

46

0,25

2 28

8,15

0 5,

369

1,24

4,46

4 In

terg

roup

sal

es

1,95

3 33

,359

1,

001

1,45

8 (3

7,77

1)

- To

tal o

pera

ting

reve

nue

434,

450

91,5

55

461,

253

289,

608

(32,

402)

1,

244,

464

Prof

it fo

r the

yea

r E

BIT

DA

(*)

88,3

6716

,414

142,

188

30,8

97(1

7,84

4)26

0,02

2Fi

nanc

e in

com

e 4,

050

5,36

5 14

,881

90

6 (1

4,11

4)

11,0

88

Fina

nce

cost

s(9

,488

)(7

,096

)(4

2,00

5)(1

3,46

3)(2

0,26

4)(9

2,31

6)P

rofit

bef

ore

inco

me

tax

25,4

79

9,56

7 50

,013

(1

7,98

7)

(44,

567)

22

,505

In

com

e ta

x ex

pens

e (9

,934

) (3

,191

) (3

0,97

9)

349

10,6

58

(33,

097)

N

et p

rofit

from

con

tinui

ng o

pera

tions

15

,545

6,

376

19,0

34

(17,

638)

(3

3,90

9)

(10,

592)

Non

-mon

etar

y ex

pens

es

Dep

reci

atio

n, a

mor

tizat

ion

and

impa

irmen

t (4

5,81

7)

(3,2

65)

(60,

510)

(3

6,77

1)

5,94

5 (1

40,4

18)

Cha

nges

in tr

ade

prov

isio

ns

(3,8

40)

(109

) (5

91)

(7)

(9)

(4,5

56)

Oth

er s

igni

fican

t exp

ense

s P

erso

nnel

(45,

620)

(1

8,95

3)

(98,

465)

(4

9,88

8)

(15,

646)

(228

,572

)E

xter

nal s

uppl

ies

and

serv

ices

(5

6,41

8)

(17,

217)

(1

27,3

42)

(70,

063)

17

,611

(2

53,4

29)

Gam

ing

taxe

s(2

11,4

72)

(779

)(8

2,50

2)(1

20,0

86)

(24)

(414

,863

)

Oth

er in

form

atio

n by

seg

men

ts

Inve

stm

ent i

n no

n-cu

rren

t ass

ets

48,3

70

2,36

4 67

,972

21

,905

13

7 14

0,74

8 In

vest

men

ts in

ass

ocia

tes

5 78

525

702

8194

42,

830

(*) F

or fi

nanc

ial i

nfor

mat

ion

purp

oses

, EB

ITD

A is

def

ined

as

prof

it (lo

ss) b

efor

e in

com

e ta

x, fi

nanc

ial r

esul

t, ga

ins

(loss

es) f

rom

inve

stm

ents

in a

ssoc

iate

s, g

ains

(los

ses)

fro

m d

ispo

sal/w

rite-

off o

f non

-cur

rent

ass

ets,

cha

nge

in o

pera

ting

prov

isio

ns, a

nd im

pairm

ent c

harg

es, d

epre

ciat

ion

and

amor

tizat

ion.

F-180

Cirs

a G

amin

g C

orpo

ratio

n G

roup

N

otes

to th

e co

nsol

idat

ed fi

nanc

ial s

tate

men

ts fo

r the

yea

r end

ed D

ecem

ber 3

1, 2

010

2009

(Tho

usan

ds o

f eur

os)

Slot

s B

2B

Cas

inos

B

ingo

El

imin

atio

ns a

nd

othe

r To

tal

Ass

ets

by s

egm

ent

Non

-cur

rent

ass

ets

assi

gned

30

5,15

0 89

,716

59

7,44

8 21

8,93

0 (2

99,8

47)

911,

397

Non

-cur

rent

ass

ets

not a

ssig

ned

- -

- -

70,1

79

70,1

79

Cur

rent

ass

ets

assi

gned

87

,105

41

,130

16

3,33

8 31

,661

(6

6,13

1)

257,

103

Tota

l ass

ets

392,

255

130,

846

760,

786

250,

591

(295

,799

) 1,

238,

679

Liab

ilitie

s by

seg

men

t Li

abili

ties

assi

gne d

(246

,206

)(1

29,5

94)

(609

,871

)(1

88,0

03)

53,8

98

(1,1

19,7

76)

Liab

ilitie

s no

t ass

igne

d -

- -

- (2

8,05

6)

(28,

056)

To

tal l

iabi

litie

s(2

46,2

06)

(129

,594

)(6

09,8

71)

(188

,003

)25

,842

(1

,147

,832

)

Rev

enue

R

even

ue fr

om e

xter

nal c

usto

mer

s 41

3,22

0 68

,963

34

9,81

4 26

7,80

5 -

1,09

9,80

2 In

terg

roup

reve

nue

2,87

5 40

,955

51

4 1,

560

(45,

904)

-

Tota

l net

rev

enue

from

priz

es

416,

095

109,

918

350,

328

269,

365

(45,

904)

1,

099,

802

Prof

it fo

r the

yea

r E

BIT

DA

89,4

21

16,7

38

115,

236

9,49

8 (2

2,28

8)20

8,60

5Fi

nanc

e in

com

e4,

508

4,34

612

,126

1,51

9(1

2,14

6)10

,353

Fina

nce

cost

s (1

1,00

3)

(9,3

69)

(41,

474)

(1

2,37

3)

1,36

1 (7

2,85

8)

Pro

fit b

efor

e in

com

e ta

x 19

,629

7,

143

44,0

58

(14,

769)

(2

7,86

8)

28,1

93

Inco

me

tax

expe

nse

(7,0

69)

(978

) (2

8,81

6)

(818

) 6,

389

(31,

292)

N

et p

rofit

from

con

tinui

ng o

pera

tions

12

,559

6,

164

15,2

42

(15,

587)

(2

1,47

7)

(3,0

99)

Non

-mon

etar

y ex

pens

es

Dep

reci

atio

n, a

mor

tizat

ion

and

impa

irmen

t (5

0,06

5)

(4,9

17)

(36,

529)

(1

1,62

7)

5,59

5 (9

7,54

3)

Cha

nge

in o

pera

ting

prov

isio

ns

(2,9

84)

143

(1,0

90)

- -

(3,9

31)

Oth

er s

igni

fican

t exp

ense

s P

erso

nnel

(44,

732)

(18,

790)

(79,

293)

(47,

298)

(12,

975)

(203

,088

)E

xter

nal s

uppl

ies

and

serv

ices

(5

4,13

7)

(19,

332)

(9

1,77

9)

(65,

609)

15

,301

(2

15,5

56)

Gam

ing

taxe

s(1

95,0

81)

(808

)(5

3,09

4)(1

34,4

31)

(92)

(383

,506

)

Oth

er in

form

atio

n by

seg

men

ts

Inve

stm

ent i

n no

n-cu

rren

t ass

ets

82,4

37

5,93

8 73

,247

16

,469

25

3 17

8,34

4 In

vest

men

ts in

ass

ocia

tes

9 48

452

702

8194

43,

127

(*) F

or fi

nanc

ial i

nfor

mat

ion

purp

oses

, EB

ITD

A is

def

ined

as

prof

it (lo

ss) b

efor

e in

com

e ta

x, fi

nanc

ial r

esul

t, ga

ins

(loss

es) f

rom

inve

stm

ents

in a

ssoc

iate

s, g

ains

(los

ses)

fro

m d

ispo

sal/w

rite-

off o

f non

-cur

rent

ass

ets,

cha

nge

in o

pera

ting

prov

isio

ns, a

nd im

pairm

ent c

harg

es, d

epre

ciat

ion

and

amor

tizat

ion.

F-181

3.2 Geographic segments

In the presentation of information by geographic segments, sales are based on the destination country and the assets on their location. The following chart shows this information as for December 31, 2010 and 2009.

2010

(Thousands of euros)

Sales to external

customers

Sales Inter-

segment

Total revenue by

segment

Assets by

segment

Investment in non-current

assets

Spain 554,834 27,660 582,494 834,290 49,027Latin America 483,770 268 484,038 603,056 69,154 Italy 205,860 - 205,860 122,838 22,567Eliminations and others - (27,928) (27,928) (211,064) -

1,244,464 - 1,244,464 1,349,120 140,748

2009

(Thousands of euros)

Sales to external

customers

Sales Inter-

segment

Total revenue by

segment

Assets by

segment

Investment in non-current

assets

Spain 582,331 43,152 625,483 701,585 53,248Latin America 347,722 712 348,434 743,058 91,337 Italy 169,749 2,040 171,789 114,244 33,759Eliminations and others - (45,904) (45,904) (320,208) -

1,099,802 - 1,099,802 1,238,679 178,344

4. BUSINESS COMBINATIONS AND ACQUISITIONS OF PARTICIPATING COMPANIES

4.1 2010

The breakdown of the companies in which the Company has gained unilateral and exclusive control in 2010 (some of which were already invested in in prior years) is summarized as follows:

(Thousands of euros)

Name and description of companies and business Acquisition date

% of voting rights

Acquisition price

Fair value of acquired net

assets

Non-controlling interests arisen in the business

combination

Goodwill arising on acquisition

Accord Investment, S.A. March 2010 100.0% 3,900 3,900 - -

Universal de Casinos, S.A. May 2010 50.01% 17,700 35,392 17,692 -

Jesalí, S.A. / Complejo Hotelero Monte Picayo, S.A. (*) April 2010 100.0% 2,980 2,980 - -

Inversiones Interactivas, S.A. January 2010 70.0% - 3,178 3,178 -

Hispania Investments, S.A. November 2010 100.0% 3,121 708 - 2,413

27,701 46,158 20,870 2,413

(*) In 2010, Cirsa acquired 50% of Jesali, S.A. shares (obtaining 100% of its shares, since it already held the other 50%). In turn, Jesalí, S.A., owned 100% of Complejo Hotelero Monte Picayo, S.A. shares.

F-182

The Group has chosen to measure non-controlling interests arisen in these business combinations according to its percentage of ownership applied on the fair value of acquired net assets at the date of gaining control over the company, instead of measuring them at the fair value of its minority financial investment.

The figure in column Acquisition price is lower than the amount for that concept shown in the consolidated statement of changes in equity, since deferred payments regarding business combinations from prior years have been settled in 2010.

The value of identifiable assets and liabilities at the date of gaining control over prior acquisitions were as follows:

(Thousands of euros)

Fair value recognized on

acquisition

Previous carrying

value

Property, plant and equipment 37,803 33,927 Goodwill 2,413 -Intangible assets 14,159 3,540 Financial investments 10,421 10,421 Other non-current assets 77 77 Current assets 28,527 28,547 Liabilities (including generated deferred taxes) (44,829) (40,480)

48,571 36,032

If acquisitions had occurred at the beginning of the year, consolidated operating revenue and consolidated profit for the year 2010 would have increased by 25,700 thousand and 410 thousand euros, respectively. Additionally, the Group’s gains (losses) contributed by these companies since the acquisition date amount to 3,518 thousand euros.

4.2 2009

The breakdown of acquisitions of participating companies in 2009 is as follows:

(Thousands of euros)

Name of the companies and business

Acquisition date

% of voting rights

Acquisition price

Fair value of acquired net

assets

Goodwill arising on acquisition

Marchamatic Indalo, S.L. October 2009 50% 48 48 - New Laomar, S.L. October 2009 50% 1,675 1,675 - Recreativos Ociomar Levante, S.L. March 2009 50% 5,939 5,939 - Automaticos Laomar, S.L. October 2009 50% 158 158 - Metronia Panama, S.A. January 2009 50% - - - Mediterranea de Explotaciones y

de Juego, S.A. October 2009 50% 3 3 - Metronia, CR, S.A. Sept. 2009 50% - - - Vasca de Explotaciones y de

Juego, S.L. Sept. 2009 50% 2 2 - Extremeña de Explotaciones y de

Juego, S.L. Sept. 2009 50% 93 93 - Madrileña Explotaciones

Recreativas y de Juego, S.A. October 2009 50% 412 412 - Bingo Amico, S.R.L. June 2009 25% 500 500 -

8,830 8,830

F-183

The value of recognized assets and liabilities at acquisition date from these acquisitions were as follows:

(Thousands of euros)

Fair value recognized on

acquisition

Previous carrying

value

Property, plant and equipment 4,657 4,657 Intangible assets (net of tax effect) 6,199 2,142 Financial investments 114 114 Current assets 2,367 2,367 Liabilities (4,507) (4,507)

8,830 4,773

If acquisitions had occurred at the beginning of the year, operating revenue and net profit for the year 2009 would have increased by 2,002 thousand and 262 thousand euros respectively.

On the other hand, the Group gains (losses) contributed by these companies since the acquisition date amount to 464 thousand euros.

5. GOODWILL

The breakdown of goodwill by operating segments is as follows:

(Thousands of euros) 2010 2009

Bingo 88,134 106,834Slots 74,142 74,142Casinos 75,316 68,584Other 3,478 1,065

241,070 250,625

The balance of goodwill at December 31, 2010 and 2009 is shown net of impairment loss allowances, amounting to 36,301 thousand and 17,001 thousand euros, respectively. In 2010 an impairment loss on goodwill amounting to 19,300 thousand euros has been recognized basically as a result of the lower expectations in generating cash flows from certain acquired bingo halls in Madrid. In 2009 no impairment loss on goodwill was recognized.

The evolution of the goodwill amount recorded in books, net of impairment loss, is as follows:

(Thousands of euros) 2010 2009

Balance at January 1 250,625 270,045Goodwill recognized in the year (Note 4) 2,413 - Impairment losses (19,300) - Disposals from sales of investments - (17,047) Net exchange differences arising during the period 7,332 (2,373)

Balance at December 31 241,070 250,625

Disposals from sales of investments in 2009 are due to the sale of 25% of investments in shares of Orlando Play, S.A. and subsidiaries. Thus, in 2008 that company was accounted for under the full consolidation method, while in 2009 it was consolidated under the proportional method.

Note 9 includes several elements related to the study on the possible impairment of Group’s assets.

F-184

6. OTHER INTANGIBLE ASSETS

6.1 Movements

2010

(Thousands of euros) January 1,

2010 Additions Disposals Transfers

Translation differences and other

December 31, 2010

COSTDevelopment costs and patents 44,391 1,800 (1,737) - - 44,454 Administrative concessions 24,001 1,282 - 24,472 1,083 50,838 Installation rights 113,963 20,957 (12,969) - - 121,951 Transfer rights 939 2,458 - - 15 3,412 Software 15,763 1,466 (113) - 307 17,423Prepayments and other 37,728 19,278 - (24,472) 1,225 33,759

236,785 47,241 (14,819) - 2,630 271,837

AMORTIZATIONDevelopment costs and patents (37,089) (2,119) - - - (39,208) Administrative concessions (12,446) (2,795) - - (1,698) (16,939) Installation rights (59,392) (17,007) 9,453 - (2) (66,948) Transfer rights (610) (61) - - - (671) Software (12,931) (2,753) 110 - 393 (15,181)

(122,468) (24,735) 9,563 - (1,307) (138,947)

Impairment loss (6,965) - 1,737 - - (5,228)

Net carrying amount 107,352 22,506 (3,519) - 1,323 127,662

2009

(Thousands of euros) January 1,

2009 Additions Disposals Transfers

Translation differences and other

December 31, 2009

COSTDevelopment costs and patents 40,475 2,445 - 1,700 (229) 44,391 Administrative concessions 23,105 809 (121) - 208 24,001 Installation rights 97,038 26,137 (9,398) - 186 113,963 Transfer rights 839 112 (12) - - 939 Software 14,699 934 (147) - 277 15,763 Prepayments and other 5,350 34,474 - (1,700) (396) 37,728

181,506 64,911 (9,678) - 46 236,785

AMORTIZATIONDevelopment costs and patents (34,940) (2,378) - - 229 (37,089) Administrative concessions (11,665) (1,213) 120 - 312 (12,446) Installation rights (43,479) (24,170) 8,295 - (38) (59,392) Transfer rights (674) (47) - - 111 (610) Software (11,646) (1,287) 146 - (144) (12,931)

(102,404) (29,095) 8,561 - 470 (122,468)

Impairment loss (6,962) (3) - - - (6,965)

Net carrying amount 72,140 35,813 (1,117) - 516 107,352

Additions in 2010 include the effects of business combinations (Note 4), which amounted to a gross value of 15,005 thousand euros and an accumulated depreciation of 846 thousand euros (2009: 6,199 thousand euros of net carrying amount in 2009). These amounts are almost entirely related to installation rights.

F-185

In 2010 additions under Prepayments and other correspond to the payment of the second installment of the concession of 2,583 licenses for video lottery machines in Italy amounting to 19.3 million euros. The total cost of the concession is 38.7 million euros and it has been settled in two installments: October 2009 and November 2010.

In 2010 transfers under the caption Prepayments and other (Note 6.3) correspond to the following:

• Licenses acquired in 2009 to operate slot machines in Panama amounting to 13.6 millioneuros. These licenses are effective as of March 10, 2010 and therefore they have beentransferred in 2010 to the caption Administrative concessions.

• Licenses of video lottery machines of Cirsa Italia SpA in operation at December 31, 2010 andtherefore they have also been transferred to Administrative concessions for an amount of 10.8million euros.

In 2009 additions recognized under Prepayment and other correspond to the payment of the first installment of the concession of video lottery terminals in Italy amounting to 19.4 million euros and to the acquisition of licenses to operate in Panama amounting to 13.6 million.

6.2 Development costs and patents

They correspond mainly to the following:

• Industrial companies: Creation of new models of slot machines and technological innovations forthem. Net value as of December 31, 2010 and 2009 is 2,480 and 4,054 thousand euros,respectively.

• Lottery and interactive products companies: Development of software applications for on-linegames. Net value as of December 31, 2010 and 2009 is 3,891 and 2,680 thousand euros,respectively.

The internal cost of developing new models of slot machines and software for on-line games by the B2B division of the Group are capitalized as an increase in the value of developments costs and patents. The total amount of works performed by the Group for the intangible assets in 2010 and 2009 amounted to 1,003 and 871 thousand euros, respectively.

Research and development expenses recognized as expenses in 2010 amounted to 709 thousand euros (2009: 472 thousand euros).

6.3 Administrative concessions

The gross balance of official licenses to operate as of December 31, 2010 mainly corresponds to:

• An official contract to operate slot machines in Panama amounting to 28,967 thousand euros(14,373 thousand euros at December 31, 2009). The variation over the prior year correspondsto new licenses acquired in 2010 amounting to 13.6 million euros (Note 6.1). The net value ofthis concession at December 31, 2010 amounts to 17,826 thousand euros (5,950 thousandeuros at December 31, 2009).

• Ownership interest in an Argentinean company that operates a lottery employing disabledpeople amounting to 2,054 thousand euros at December 31, 2010 (2,047 thousand euros atDecember 31, 2009). The net value of these concessions at December 31, 2010 and 2009 iszero.

• Licenses of video lottery machines acquired by Cirsa Italia S.p.A. for an amount of 10.8 millioneuros (Note 6.1). The net value of this concession at December 31, 2010 is 10.7 million euros.

F-186

6.4 Installation rights

Installation rights correspond to the amounts paid in exchange for the exclusive use of the premises in which slot machines are located.

6.5 Impairment loss

The balance of impairment loss basically covers the net value of certain administrative concessions in Argentina (2,054 and 2,047 thousand euros at December 31, 2010 and 2009, respectively), and investments in research and development projects based on implementing new technologies in the gaming industry (1,745 thousand euros at December 31, 2010 and 2009).

Disposals of the year correspond to the investment in a website in Argentina in prior years.

Note 9 includes several elements in relation to a test of the potential impairment of the Group's assets.

6.6 Other information

At December 31, 2010, the net value of intangible assets in foreign companies amounted to 64,315 thousand euros (2009: 44,848 thousand euros).

7. PROPERTY, PLANT AND EQUIPMENT

7.1 Movements

2010

(Thousands of euros) January 1,

2010 Additions Disposals Transfers

Translation differences and others

December 31, 2010

Cost Land and buildings 180,748 25,470 - 10,171 610 216,999 Riverboats 10,905 1,862 - - 287 13,054Installations 44,277 10,425 (832) 1,439 2,580 57,889Machinery 277,896 113,094 (27,913) 10,340 9,156 382,573EDP equipment

45,462 8,203 (315) 136 (914) 52,572 Vehicles 1,853 667 (376) 1,943 179 4,266Other installations, tools, and

furniture 178,558 14,718 (2,124) 8,957 883 200,992 Assets in progress 13,921 27,306 (4,533) (32,986) (1,228) 2,480

753,620 201,745 (36,093) - 11,553 930,825

Depreciation Land and buildings (19,700) (7,057) - - 1,160 (25,597) Riverboats (3,764) (850) - - (94) (4,708)Installations (24,181) (9,078) 580 - 261 (32,418)Machinery (167,481) (102,748) 19,978 914 (46) (249,383)EDP equipment

(32,897) (5,508) 190 23 410 (37,782) Vehicles (1,568) (537) 190 - (53) (1,968)Other installations, tools, and

furniture (91,135) (15,476) 1,207 (937) 1,750 (104,591) (340,726) (141,254) 22,145 - 3,388 (456,447)

Impairment loss (5,729) (1,929) 88 - - (7,570)

Net carrying amount 407,165 58,562 (13,860) - 14,941 466,808

F-187

Additions correspond to the effect of the business combinations (Note 4), amounting in total to a gross value of 84,461 thousand euros of costs and 46,658 thousand euros of accumulated depreciation. These items basically correspond to Land and Buildings and Machinery, representing 32% and 58%, respectively, of total net value of the additions derived from business combinations.

Disposals show sales of assets and other disposals, mainly due to the substitution of slot machines, which amounted to a loss of 4,531 thousand euros in 2010.

2009

(Thousands of euros) January 1,

2009 Additions Disposals Transfers

Translation differences and others

December 31, 2009

Cost Land and buildings 102,857 28,239 (177) 53,543 (3,714) 180,748 Riverboats 12,412 - - - (1,507) 10,905Installations 32,840 6,593 (925) 4,125 1,644 44,277Machinery 218,318 89,901 (38,392) 8,222 (153) 277,896EDP equipment 38,469 6,873 (452) - 572 45,462 Vehicles 2,026 585 (699) - (59) 1,853Other installations, tools, and

furniture 165,197 19,029 (3,860) - (1,808) 178,558 Assets in progress 71,724 16,589 (4,032) (65,890) (4,470) 13,921

643,843 167,809 (48,537) - (9,495) 753,620

Depreciation Land and buildings (14,617) (5,060) 5 - (28) (19,700) Riverboats (3,454) (764) - - 454 (3,764) Installations (19,461) (4,961) 886 - (645) (24,181)Machinery (150,990) (43,340) 25,980 - 869 (167,481)EDP equipment (27,976) (4,717) 122 - (326) (32,897) Vehicles (1,629) (513) 278 - 296 (1,568)Other installations, tools, and

furniture (81,888) (10,817) 1,049 - 521 (91,135) (300,015) (70,172) 28,320 - 1,141 (340,726)

Impairment loss (5,492) (320) 83 - - (5,729)

Net carrying amount 338,336 97,317 (20,134) - (8,354) 407,165

Additions correspond to the effect of the business combinations (Note 4), amounting to a gross value of 5,536 thousand euros of costs and 879 thousand euros of accumulated depreciation.

Additions of Land and Buildings and Assets in progress mainly correspond to the construction of the complex (casino, hotel and convention centre) in Rosario (Argentina). The complex started its operations as of October 15, 2009.

Disposals balance shows sales of assets and other disposals, mainly due to the substitution of slot machines, which amounted to a loss of 4,206 thousand euros in 2009.

7.2 Work performed by the Group for property, plant and equipment

The cost value of the slot machines manufactured by Group companies and sold to slot machine operators of the Group, are recognized as property, plant and equipment by crediting the corresponding expenses in the consolidated statement of comprehensive income. The amount of work performed by the Group for property, plant and equipment in 2010 and 2009 amounted to 16,840 and 31,306 thousand euros, respectively.

F-188

7.3 Mortgaged assets

Several property, plant and equipment items, which net value as of December 31, 2010 and 2009 was 89,189 and 87,949 thousand euros, respectively, were used as guaranty for mortgage loan debts.

7.4 Availability of assets

All assets are unrestricted, except for those acquired through financial lease contracts which net book value amounted to 30,361 thousand euros at December 31, 2010 (21,875 thousand euros at December 31, 2009).

7.5 Property, plant and equipment located abroad

The net value of property, plant and equipment located abroad was 326,040 thousand euros at December 31, 2010 (2009: 263.456 thousand euros).

7.6 Investment commitments

At December 31, 2010 investment commitments amounted to 13,000 thousand euros and mainly correspond to future investments in video lottery machines in Italy amounting to 10 million euros and to the extension of bingo halls in Mexico amounting to 3 million euros.

At December 31, 2009 investment commitments amounted to 45,000 thousand euros and corresponded mainly to future investments in video lottery machines in Italy.

8. FINANCIAL ASSETS

This caption is composed by the following balances:

2010 2009

(Thousands of euros) Non-

current Current Total Non-

current Current Total

Investments in associatesInvestments accounted for under

equity method 2,830 - 2,830 3,127 - 3,127

Available-for-sale financial assetsEquity instruments measured at cost 3,018 - 3,018 3,018 - 3,018

Loans and receivablesNortia Business Corporation, S.L. 64,702 - 64,702 61,930 - 61,930 Loans to jointly-controlled business

and associates 11,465 11,733 23,198 34,026 11,555 45,581 Loans to third parties 40,728 - 40,728 36,471 - 36,471 Public administrations 1,154 - 1,154 1,154 - 1,154 Deposits and guarantees 11,378 21,971 33,349 7,804 18,625 26,429 Fixed-income securities and deposits - 4,158 4,158 - 6,772 6,772 Trade and other receivables - 190,775 190,775 - 163,626 163,626 Other 1,938 11,744 13,682 1,427 1,211 2,638

137,213 240,381 377,594 148,957 201,789 350,746

Impairment loss (4,182) (28,154) (32,336) (2,702) (29,340) (32,042)

133,031 212,227 345,258 146,255 172,449 318,704

Current portion of Nortia Business Corporation, S.L., and of Loans to third parties and Receivables from Public administrations is included in the caption Trade and other receivables.

F-189

The Group estimates that fair value of these assets do not differ significantly from the recorded amounts.

The accumulated balance of impairment loss of non-current financial assets mainly corresponds to loans to third parties, while impairment loss of current financial assets corresponds to trade and other receivables (28,154 and 29,340 thousand euros at December 31, 2010 and 2009, respectively).

8.1 Investments in associates

This caption includes the following investments:

2010

(Thousands of euros) Book value Assets Liabilities Operating revenues

Profit (loss) for the year

Casino de Asturias, S.A. 702 925 (16) 218 136 Urban Leisure, S.L. 395 1,311 (392) 3,207 118 Gironina de Bingos, S.L. 81 2,781 (1,697) - - Recreativos Trece, S.L. 183 520 (94) 1,056 131 Compañía Europea de Salones

Recreativos, S.L. 525 5,326 (3,044) 6,944 591 Fianzas y Servicios Financieros, SGR 944 5,160 (3,124) 505 -

2,830 16,023 (8,367) 11,930 976

2009

(Thousands of euros) Book value Assets Liabilities Operating revenues

Profit (loss) for the year

Valenciana de Productos Eléctricos, S.A. 452 2,646 (613) 1,190 (399) Casino de Asturias, S.A. 702 831 (6) 216 192 Urban Leisure, S.L. 371 1,541 (669) 3,074 75 Gironina de Bingos, S.L. 81 2,781 (1,697) 3,172 (172) Recreativos Trece, S.L. 155 422 (71) 922 73 Compañía Europea de Salones

Recreativos, S.L. 422 10,128 (7,822) 11,896 1,461 Fianzas y Servicios Financieros, SGR 944 4,933 (892) 509 -

3,127 23,282 (11,770) 20,979 1,230

The variation for the year of the caption Investments in associates is as follows:

(Thousands of euros) 2010 2009

Balance at January 1 3,127 3,804

Investment in associate’s profit 243 418Investment in associate’s losses (5) (117)Changes in the consolidation method - (978) Sale of investment (535) -

Balance at December 31 2,830 3,127

Transactions in 2010 and 2009 between companies mentioned above and other companies consolidated through the full and proportional consolidation method are irrelevant.

F-190

8.2 Loans and receivables

Nortia Business Corporation, S.L.

The non-current debtor balance of Nortia Business Corporation, S.L. includes the following entries:

(Thousands of euros) 2010 2009

Loan maturing in 2015, at 8.75% interest rate 42,754 42,754 Long-term promissory notes from the sale of real state, discounted at 5% interest rate 1,706 4,017 Accrued interests 20,242 15,159

64,702 61,930

Credits to jointly-controlled business and associates

This caption is broken down as follows:

(Thousands of euros) 2010 2009

Loans granted to a joint venture domiciled in Argentina. These loans are expressed in US dollars and accrue interest at an annual rate of Libor (six months) plus 2% and mature between 2012 and 2013. (*) 9,687 25,160

Current accounts with jointly-controlled business and associates (*) 11,733 11,555

Other (*) 1,778 8,866

23,198 45,581

(*) The above amounts are the remaining balances after the eliminations derived from the proportional consolidation process.

The maturity date of these assets is as follows:

(Thousands of euros) 2010 2009

Within one year 11,733 11,555Between one and two years 5,287 2,217Between two and three years 5,287 2,217Between three and four years 444 8,507Between four and five years 447 8,507More than five years - 12,578

23,198 45,581

The average interest rate of these assets in 2010 and 2009 was at 6.3% and 6.8%, respectively.

F-191

Loans to third parties

The breakdown of non-current loans to third parties is as follows:

(Thousands of euros) 2010 2009

Mortgage loan in Venezuelan currency granted to Inversiones Pueblamar, CA for the deferred collection of the sale of a building in 2002 to the owner company of a hotel in Isla Margarita, Venezuela, where a casino operated by the Group is located. No explicit interests are accrued; therefore a discount rate of 9.27% has been applied. 2,775 5,148

Mortgage loan in US dollars to a company that owns a hotel in Dominican Republic where a casino operated by the Group is located. It earns an annual interest of 7.25%. 1,404 1,385

Loan to the minority shareholder of a Spanish operating company of the Group. This loan accrues a variable interest rate that will be reviewed annually (2010: 1.48%, 2009: 2.54%) 11,092 7,691

Non-trade loan to minority shareholders with annual variable maturity dates until 2014. It does not yield any explicit interest and therefore a 5% discount rate has been applied. 4,784 4,020

Loans to the minority shareholder of a Colombian company. They earn an interest rate of 4.5% and mature in 2012. 3,525 -

Other 17,148 18,227

40,728 36,471

In October 2010 the Bolivarian Republic of Venezuela acquired by compulsory purchase the hotel Margarita Hilton & Suites owned by Inversiones Pueblamar, CA, where Cirsa Caribe, C.A. operates. These assets will be transferred to the Venezuelan Tourism company VENETUR, S.A.

The Group is currently negotiating the cost and lease terms of the casino premises with the Venezuelan public authorities. The Company’s Directors do not consider that as a result of the negotiation, the casino activities will cease and have an impact on the Group consolidated financial statements. In addition, there is no uncertainty in regard with the solvency of Inversiones Pueblamar, CA; and thus, the recovery of the granted loan of 2,8 million euros is considered reasonably beyond doubt.

The breakdown of maturity dates for non-current loans to third parties is as follows:

(Thousands of euros) 2010 2009

Between one and two years 24,133 6,963Between two and three years 4,422 7,746Between three and four years 3,842 7,798Between four and five years 2,325 7,854More than five years 6,006 4,348Not determined - 1,762

40,728 36,471

Trade and other receivables

This caption is broken down as follows:

(Thousands of euros) 2010 2009

Trade receivables 45,935 59,383Impairment losses (28,154) (29,340) Receivables from jointly-controlled business and associates 10,483 8,906 Other related parties 5,676 9,719Receivables from Public administrations 33,661 25,924 Other receivables 93,371 58,289Nortia Business Corporation, S.L. – Promissory notes from sale of assets 1,649 1,405

162,621 134,286

F-192

Receivables from Public administrations mainly correspond to VAT and other tax receivables.

The balance of trade and other receivables is shown net of impairment loss. The movements in the impairment loss allowance are as follows.

(Thousands of euros) 2010 2009

Balance at January 1 29,340 36,852Allowance 5,935 6,423Write-off of bad debts (7,121) (13,935)

Balance at December 31 28,154 29,340

The Group has established credit periods between 90 and 150 days, while the average collection period is approximately of 120 days at December 31, 2010 (120 days at December 31, 2009).

8.3 Available-for-sale financial assets

The caption of available-for-sale financial assets includes the participation of 8.4% in a real estate company of the Nortia Business Corporation Group, with a cost of 3,018 thousand euros.

This asset is measured at cost, as they cannot be determined with reasonable accuracy at fair value. In any case, the Group estimates that under no circumstances these investments could be impaired.

9. IMPAIRMENT TEST

9.1 Goodwill

Cash-generating units

Goodwill acquired through business combinations and intangible assets with indefinite useful lives has been attributed to cash-generating units for impairment test. The breakdown of cash-generating units is as follows:

• Industrial companies, as a whole• Each regional branch of slot machines• Each group of bingos jointly acquired• Each casino managed individually• Each differentiated interactive activities

Key assumptions

• Budgeted gross margins - to determine the value assigned to the budgeted gross margins, theaverage gross margin achieved in the year immediately preceding the year budgeted is used,increased by the expected efficiency improvements. The period used in these projections is 5years. From the fifth year the figures are extrapolated using a growth rate similar to expectedinflation.

• Increase in costs - to determine the value assigned to the increase in costs, the price indexexpected during the year for each country where the Group operates is used. The valuesassigned to key assumptions are consistent with respect to external sources of information.

F-193

• The discount rate applied to projected cash flows is determined by the specific risk of each cash-generating unit, taking into account the type of activity and country where it is located. Thefollowing chart shows the discount rates used based on business and geographic area:

Country Activity Discount rate (before tax)

Spain Game 9.72%Spain Industrial 9.72%Spain Interactive 9.72%Italy Game 9.66%Latin America Game 11.47%

In 2009 discount rates applied ranged between 7.17% and 9.02%

Test results

As a consequence of the tests performed, impairment loss has been recognized in 2010 amounting to 19,300 thousand euros, basically for the reduction in the estimate of future cash flows of certain bingo halls in Madrid. In 2009 no impairment loss was recognized.

9.2 Other assets

Impairment indicators used by the Group to determine the need of an impairment test on other non-current assets, amongst others, are as follows:

• Significant drop of the result over the same period in the prior year, and/or over the budget.• Legislative changes in progress or planned, which could lead to negative effects.• Change of strategy or internal expectations regarding a particular business or country.• Position of competitors and their launches of new products.• Slowdown of income or difficulties in selling at expected prices.• Change in habits and attitudes of users, and other elements specific to each division.

As a result of the tests performed, impairment loss amounting to 700 thousand euros has been recognized related to the installations of a dormant company. In 2009 no impairment loss was recognized.

10. INTERESTS IN JOINTLY CONTROLLED COMPANIES

Jointly controlled companies have been incorporated in the consolidated financial statements through the proportional method.

The information on the related companies is detailed in Appendix. Other relevant information related to these companies is detailed in the following chart:

Data affected by % of equity interest

(Thousands of euros) 2010 2009

Non-current assets 164,623 162,853 Current assets 121,206 71,720Non-current liabilities (94,069) (116,989) Current liabilities (49,871) (43,317) Revenues 348,978 284,884 Expenses (310,378) (254,729) Net profit for the year 38,600 30,155

F-194

11. INVENTORIES

The breakdown of inventories by category, net of impairment, is as follows:

(Thousands of euros) 2010 2009

Raw and auxiliary materials 4,039 5,330Spare parts and other 7,154 14,625Finished products 446 2,379Work in progress 711 2,377Prepayments to suppliers 1,218 544

13,568 25,255

Inventories correspond mainly to the manufacture and trade of slot machines carried out by Group companies.

The balance of inventories is shown net of impairment loss. The movements in impairment loss allowance are as follows:

(Thousands of euros) 2010 2009

Balance at January 1 3,213 4,522Additions 613 1,884Write-off (1,030) (3,193)

Balance at December 31 2,796 3,213

The write-off in 2010 and 2009 corresponds to the destruction of several inventories from the industrial division.

12. CASH AND CASH EQUIVALENTS

For consolidated cash-flow statement purposes, cash and cash equivalents include the following items:

(Thousands of euros) 2010 2009

Cash 13,132 8,983Current accounts 48,562 41,197Deposits 3,466 131

65,160 50,311

F-195

13. EQUITY

13.1 Share capital

At December 31, 2010 and 2009 the Company’s share capital consisted of 122,887,121 shares with a par value of 0.20 euros each. All shares bear the same political and economic rights.

The breakdown of the Company’s shareholders and their equity interest at December 31 is as follows:

2010 2009

Nortia Business Corporation, S.L., company belonging to: Mr. Manuel Lao Hernández and his family 52.43% 52.43% Mr. Manuel Lao Hernández 46.65% 46.65%

Treasury shares 0.92% 0.92%

100.00% 100.00%

Part of the Company’s shares (31.04% at December 31, 2010 and 2009) and shares of several subsidiaries are pledged in favor of Institut Català de Finances as a guarantee for a loan granted to Nortia Business Corporation S.L., main shareholder of the Company.

13.2 Treasury shares

At December 31, 2010 and 2009, the Company has 1,131,421 treasury shares at an average cost of 0.1626 each, which are shown reducing the Group’s net equity.

13.3 Retained earnings

The balance of this caption includes two reserves of the Company, which are non-distributable.

Legal reserve

In accordance with the Spanish Capital Companies Law, companies obtaining profit will assign 10% of profit to the legal reserve, until its balance is equivalent to at least 20% of share capital. As long as it does not exceed this limit, the legal reserve can only be used to offset losses if no other reserves are available. This reserve can also be used to increase capital by the amount exceeding 10% of the new capital after the increase.

At December 31, 2010 and 2009 the Company’s legal reserve amounted to 4,915 thousand euros.

Additionally, the Group subsidiaries have provided the reserves at the amount required by the Spanish prevailing legislation.

Treasury shares reserve

As indicated in Note 13.2 above, the Group acquired treasury shares. In accordance with prevailing mercantile legislation, the Group has provided the corresponding non-distributable reserve by the amount of treasury shares, maintained until sold or amortized.

F-196

13.4 Non-controlling interests

The balances related to non-controlling interests are as follows:

Amount in statement of financial position Participation in results

(Thousands of euros) 2010 2009 2010 2009

Division Casinos 64,877 13,248 8,004 1,407 Slots 5,582 5,133 449 464

70,459 18,381 8,453 1,871

The inter-annual variation of balances in the consolidated statement of financial position is as follows:

(Thousands of euros) 2010 2009

Balance at January 1 18,381 19,978Net loss (profit) for the year attributable to non-controlling interest 8,453 1,871 Translation differences (1,420) -Disposals or additional acquisition up to total amount of shares 5,579 2,992 Additions for acquisition of companies or changes in consolidation methods (from proportional

to full) 48,162 1,066Dividend payments (8,696) (7,526)

Balance at December 31 70,459 18,381

14. BONDS

This caption basically refers to the following:

• The issue of bonds in 2010 by a subsidiary located in Luxembourg amounting to 400 millioneuros, below par, at a 97.89% price. These bonds are listed on the Luxembourg Stock Exchange,accruing an annual interest of 8.75% paid each six months and maturing in 2018.

• The issue of bonds by a subsidiary located in Luxembourg amounting to 230 million euros,including an initial portion of 130 million euros issued in 2005 and a second one of 100 millioneuros issued in 2006 as an extension of the former at a 102.25% price (with a premium of 2.25%).These bonds, which are listed on the Luxembourg Stock Exchange, accrue an annual interest of7.875%, which is paid each six months, and mature in 2012. At December 31, 2010, certainbonds related to this issue and whose nominal value amounts to 10 million euros are notrecognized in the Group’s liabilities, since they have been acquired by the Company during theyear. Additionally, this issue has been settled in advance in January 2011, as explained in Note29.

Contracts subscribed in relation to the bonds issued by the subsidiaries in Luxembourg regulate certain obligations and commitments by the Group, which include, among others, the supply of periodic information, the maintenance of titles of ownership in subsidiaries, the restriction on disposal of significant assets, the compliance with certain debt ratios, the limitation on payment of dividends, the limitation on starting-up new businesses, and the restriction on the Group granting guarantees and endorsements to third parties. The Company’s Directors consider that all contractual obligations have been met. The shares of several Group companies have been assigned as security for these liabilities.

In May 2010 an issue of bonds amounting to 270 million euros has been cancelled. These bonds accrued an annual interest rate of 8.75% and matured in 2014. The repurchase of these bonds has generated expenses amounting to 12,469 thousand euros.

F-197

15. BANK BORROWINGS

2010 2009

(Thousands of euros) Non-

current Current Total Non-

current Current Total

Mortgage and pledge loans 28,699 22,672 51,371 72,012 6,557 78,569 Other loans 77,921 34,817 112,738 81,650 15,983 97,633 Financial lease agreements 19,837 11,900 31,737 18,394 9,759 28,153 Credit and discount lines - 10,241 10,241 - 24,232 24,232

126,457 79,630 206,087 172,056 56,531 228,587

Average interest rates accrued by these borrowings are as follows:

% 2010 2009

Loans 4.73% 2.85%Financial lease agreements 4.43% 5.80%Credit and discount lines 4.88% 3.94%

The annual maturity date of these liabilities is as follows:

(Thousands of euros) 2010 2009

Within one year 79,630 56,531Between one and two years 37,388 61,894Between two and three years 28,284 56,094 Between three and four years 17,166 20,693 Between four and five years 13,693 9,065More than five years 29,926 24,310

206,087 228,587

Part of these liabilities, equal to 47,781 and 55,573 thousand euros at December 31, 2010 and 2009, respectively, is denominated in U.S. dollars.

At December 31, 2010, shares of several subsidiaries are pledged in favor of Deutsche Bank London AG as a security for the loan of 30 million euros received from that entity in 2010. At December 31, 2010 the drawn amount of this loan amounts to 20 million euros. At December 31, 2009 these shares were pledged in favor of Deutsche Bank London AG as a security for a loan of 30 million euros that was settled with part of the cash generated in the issue of bonds made in 2010 amounting to 400 million euros (Note 14).

At December 31, 2010 the amount of credit and discount lines not used is 22,415 and 7,580 thousand euros, respectively. These figures amounted to 15,064 and 5,836 thousand euros, respectively, at year end of 2009.

Finally, at December 31, 2010 and 2009 the guarantees given by credit institutions and insurance companies to the Group, in connection with official gaming concessions and licenses were 83,277 and 79,476 thousand euros, respectively

F-198

16. OTHER CREDITORS

The breakdown of this caption is as follows:

2010 2009

(Thousands of euros) Non-

current Current Total Non-

current Current Total

Public administrations 2,510 86,620 89,130 3,872 79,315 83,187 Bills payable 1,881 6,995 8,876 7,278 11,475 18,753 Sundry creditors 60,083 103,392 163,475 93,618 71,726 165,344

64,474 197,007 261,481 104,768 162,516 267,284

In 2010 non-current part of liabilities with Public administrations refers mainly to deferral on gaming taxes granted by the corresponding authorities, which accrues an annual interest rate of 5% (2009: 7%). The current portion corresponds to gaming taxes with a short-term maturity (2010: 65,794 thousand euros, 2009: 64,600 thousand euros), and tax return of personal income tax, VAT, social security contributions and similar concepts pending to be filed.

Bills payable correspond mainly to debts arising from the acquisition of companies with deferred payment, discounted at market interest rate.

Sundry creditors mainly correspond to debts from acquisition of assets, acquisition of licenses in Panama, which will be settled in two maturity dates at December 31, 2011 and 2012 amounting to 4 million USD each. It also corresponds to a loan received in 2008 from International Game Technology (IGT) for an amount used by the Group at December 31, 2010 of 32,615 thousand euros (43,579 US dollars) and 36,039 thousand euros (51,918 US dollars) at December 31, 2009, including principal and interest. The loan was obtained to finance the investment being made by Casino de Rosario, S.A. (joint venture). It has a right of mortgage on the company’s building, accrues an annual interest rate of Libor plus 5.75% and will be cancelled in 48 equal monthly consecutive amounts from September 2010.

17. PROVISIONS

The breakdown of this caption is as follows:

(Thousands of euros) 2010 2009

Obligations in relation to employees 9,583 8,255 Tax assessments appealed by the Group 1,430 445 Other 5,994 2,023

Balance at December 31 17,007 10,723

At December 31, 2010 the caption “Others” is mainly composed of provisions for risks, fines and labor trials.

The inter-annual variation of the balance is as follows:

(Thousands of euros) 2010 2009

Balance at January 1 10,723 9,032

Allowances 6,196 2,427Applications (977) (736)Addition of companies 1,065 -

Balance at December 31 17,007 10,723

F-199

18. TAXES

18.1 Tax Group

The Parent Company together with 80 Spanish companies, which comply with tax legislation requirements, file their tax returns on a consolidated basis. Additionally, 10 Spanish subsidiaries, controlled by the subsidiary Orlando Play, S.A., are part of another consolidated tax group.

Other Group companies file income tax returns individually in accordance with applicable tax legislation.

18.2 Accrued and payable income tax

The income tax expense, which has been fully recognized in the consolidated statement of comprehensive income, is broken down as follows:

(Thousands of euros) 2010 2009

Current 33,289 30,826Deferred for (increase) decrease of taxable bases of the tax groups (9,057) (4,029) Deferred for (increase) decrease of taxable bases of other Group companies 196 (2,978) Deferred for (increase) decrease of deductions of the tax groups pending to apply 652 (757) Deferred for temporary differences 8,017 8,230

33,097 31,292

The breakdown of current income tax payable is as follows:

(Thousands of euros) 2010 2009

Current income tax 33,289 30,826Withholdings and payments on account (4,168) (7,275)

29,121 23,551

18.3 Analysis of income tax expense

(Thousands of euros) 2010 2009

Profit before tax 22,505 28,193

Tax rate prevailing in Spain 30.0% 30.0%

Theoretical income tax expense 6,752 8,458

Adjustments – Effect of: Different tax rates prevailing in other countries 2,760 7,347 Countries with no income taxation and/or offset of losses 974 (1,061) Impairment losses for exclusive consolidation purposes 6,000 - Credits for tax loss carryforwards not capitalized 5,246 6,427Translation losses deductible for tax purposes 1,596 (583) Losses from sales of shares for tax purposes - 494 Losses in net monetary position (Venezuelan hyperinflation) 1,088 1,457 Non-deductible expenses and other 8,681 8,753

33,097 31,292

At December 31, 2010 and 2009 the effect of adjustments of different tax rates mainly corresponds to the application of higher taxes in Argentina and Venezuela.

F-200

At December 31, 2010 and 2009 non-deductible expenses mainly consist of financial investment impairment allowances carried out by subsidiaries in Argentina and Panama, as well as taxes on gambling activities and exchange differences in Venezuela.

The impact of assets impairment merely for consolidation purposes basically relates to the prevailing tax rate applicable to goodwill impairment in Spain amounting to 19.3 million euros (Note 5).

18.4 Deferred tax assets and liabilities

(Thousands of euros) 2010 2009

Assets Tax loss carryforwards from the tax groups 38,675 34,160 Tax loss carryforwards from other group companies 5,306 6,699 Deductions pending application from the tax groups 2,838 3,490 Deductible temporary differences: --- Impaired receivables 6,415 6,710

--- Impaired securities portfolio 9,593 4,895 --- Goodwill impaired in individual books 2,036 1,997 --- Intragroup margin write-off 5,726 - --- Other 10,858 12,228

81,447 70,179

Liabilities Taxable temporary differences: --- Financial leases - (2,915)

--- Reinvestment of income from sale of non-current assets (1,335) (1,333) --- Initial statement of non-current assets at fair value (7,202) (7,808)

--- Provision for maximum gaming prizes (8,474) (8,479) --- Difference between tax depreciation and accounting depreciation (6,402) (4,571) --- Non-accounting tax impairment, (6,472) - --- Margin write-offs (1,703) - --- Other (1,689) (2,950)

(33,277) (28,056)

The Group estimated the taxable profits which it expects to obtain over the next ten fiscal years (period for which it considers the estimates to be reliable) based on budgeted projections. It also analyzed the reversal period of taxable temporary differences, identifying those that reverse in the years in which unused tax loss carryforwards may be used. Based on this analysis, the Group has recorded deferred tax assets for unused tax loss carryforwards as well as deductions pending application and deductible temporary differences for which it is considered probable that sufficient taxable profit will be generated in the future against which they can be utilized.

F-201

The breakdown of unused tax losses carryforwards at December 31, 2010 for the tax group whose parent company is the Company and for the tax group whose parent is the subsidiary Orlando Play is as follows:

(Thousands of euros) Taxable basis

Arising in Last year for utilization

Tax group whose parent is the

Company

Tax group whose parent is Orlando

Play, S,A, (*)

1996 2011 63 -1997 2012 317 -1998 2013 74 -1999 2014 1,047 -2000 2015 8,196 -2001 2016 19,320 -2002 2017 1,696 -2003 2018 8,674 -2004 2019 13,815 42005 2020 33,963 -2006 2021 157 5102007 2022 27,049 1992008 2023 487 2032009 2024 15,272 7472010 2025 30,191 -

160,321 1,663

(*) Tax group whose parent is a company representing a joint venture consolidated through the proportional consolidation method. Therefore, tax assets included in this table are affected by the 50% of ownership held.

Tax group whose parent is the Company

At December 31, 2010 and 2009 the Group has recognized deferred tax assets amounting to 38,540 and 34,160 thousand euros, respectively, relating to unused tax losses of the tax group amounting to 128,468 and 113,866 thousand euros. No deferred tax assets were recorded for the rest of unused tax losses carryforwards that at December 31, 2010 amounted to 9,557 thousand euros (2009: 4,945 thousand euros), since their future application is uncertain.

In addition to tax losses carryforwards, the tax group whose parent is the Company holds additional tax credits amounting to 47,914 thousand euros at December 31, 2010 (2009: 43,668 thousand euros), for unused tax deductions. The abovementioned total amounts include 45,076 thousand euros at December 31, 2010 (2009: 40,178 thousand euros) from unused deductions that were not capitalized for not having met the terms to be used.

(Thousands of euros)

Last year for utilization Unused deductions at December 31, 2010

2011 5362012 3,8212013 4,5222014 5,5892015 4,7302016 8,1902017 3,3062018 2,7672019 6,0512020 3,7562021 1,2872022 5892023 4372024 556

47,914

F-202

Tax group whose parent is Orlando Play, S.A.

In 2010 the tax group whose parent is Orlando Play, S.A. was constituted. Since the Group owns 50% of Orland Play, S.A. shares, tax assets contributed by the Group are affected by this percentage of ownership.

At December 31, 2010 the Group has recognized deferred tax assets amounting to 135 thousand euros, related to unused tax loss carryforwards of this tax group amounting to 450 thousand euros (amount affected by the percentage of ownership). For the rest of unused tax loss carryforwards no deferred tax assets have been recognized, which at December 31, 2010 amounted to 364 thousand euros (amount affected by percentage of ownership).

18.5 Other tax information

Under prevailing tax regulations, tax returns may not be considered final until they have either been inspected by tax authorities or until the inspection period has expired. At December 31, 2010 Spanish companies (which mostly file taxes under a consolidated tax group) are open to inspection of all taxes to which they are liable for the last four years. In general, the prescription periods for countries where the Group has significant presence are between four and five years after the end of the statutory period for filing tax returns. The Group considers that, in the event of a tax inspection, no significant tax contingencies having effect on consolidated financial statements would arise

19. LEASES

19.1 Operating leases

The Group has a lease on several buildings. These leases are for an average term between three and five years, with no renewal clauses.

The future minimum payments under non-cancellable operating leases at December 31 are as follows:

(Thousands of euros) 2010 2009

Within one year 61,792 51,860Between one and five years 254,583 226,282 More than 5 years 68,547 61,286

348,922 339,428

19.2 Finance leases

The Group has financed several acquisitions of property, plant and equipment (mainly slot machines) through financial lease agreements. The future minimum payments under financial leases and their present value are as follows:

2010 2009

(Thousands of euros) Minimum payments

Present value of

payments Minimum payments

Present value of

payments

Within one year 14,854 11,900 12,458 9,759 Between one and five years 30,527 19,837 29,569 18,393

45,381 31,737 42,027 28,152

F-203

Acquisition of property, plant and equipment through financial lease agreements, not recorded as cash flows in investing activities in the consolidated cash flow statements, amounted to 10,024 thousand euros in 2010 and 3,458 thousand euros in 2009.

20. INCOME AND EXPENSES

20.1 Personnel

(Thousands of euros) 2010 2009

Wages and salaries 172,093 150,985 Social security 39,507 37,086Indemnities 5,482 4,797Other personnel expenses 11,490 10,220

228,572 203,088

Remunerations pending payment at year end of 2010 and 2009 (16,272 and 13,365 thousand euros, respectively) are recognized in the caption Other creditors.

The breakdown of headcount by professional category and gender is as follows:

2010 2009 Men Women Total Men Women Total

Directors 325 86 411 258 39 297Technicians, production and sales staff 6,344 4,547 10,891 5,414 3,624 9,038 Administrative personnel 671 663 1,334 636 557 1,193

7,340 5,296 12,636 6,308 4,220 10,528

20.2 External supplies and services

(Thousands of euros) 2010 2009

Rent and royalties 62,511 56,159Advertising, promotion and public relations 40,144 31,834 Professional services 22,720 25,545Sundry services 25,816 21,819Supplies 25,058 18,889Travel expenses 13,465 12,783Repair and maintenance 19,711 11,970Security 9,343 8,156Postal services, communications and telephone 8,682 7,587 Insurance premiums 10,828 8,133Cleaning services 6,846 6,478Bank services and similar 4,843 3,511Transportation 2,753 2,220Research and development expenses 709 472

253,429 215,556

20.3 Foreign exchange results

(Thousands of euros) 2010 2009

Income 8,111 2,779Expenses (8,588) (2,921)

(477) (142)

F-204

Net exchange differences from translation of financial balances in foreign currency between Group companies, are recognized in Translation differences, as a component that decreases the shareholders’ equity at December 31, 2010 by an amount of 10,641 thousand euros (2009: 1,943 thousand euros), since they are considered as exchange differences arising from monetary components of a net investment in a foreign business.

21. RELATED PARTIES

The Group conducts several trade and financial transactions with its main shareholder Nortia Business Corporation, S.L., and its subsidiaries, which are broken down as follows:

(Thousands of euros) 2010 2009

Sale of slot machines 9,418 9,114Revenues for rendering of services 2,012 3,914 Operating expenses (12,402) (14,721) Interest income 4,564 4,000Interest expenses (19) (21)

Transactions with related entities correspond to normal trading activity and are carried out at market prices in a manner similar to transactions with unrelated parties.

Accounts receivable derived from these transactions at year end are described in Note 8. Accounts payable, arising from commercial transactions, amount to 2,578 and 1,101 thousand euros at December 31, 2010 and 2009, respectively, and are recognized under Trade payables.

22. CONTINGENCIES

Venezuela

Tax authorities raised assessments against a subsidiary (in which the Group has a percentage of ownership of 70%) that operates a casino in Isla Margarita (Venezuela), relating to the supposed non-compliance with an obligation to withhold taxes on gaming prizes as established by a generic tax regulation in that country that does not specifically contemplate the activities of casinos. The related amount, for the year 1998 to 2003, is over 7.4 million euros. This amount was raised by the tax authorities through a global estimation process that did not consider the features of a casino that make it almost impossible to make withholding on prizes. The assessment was appealed against, arguing both the non-applicability of this obligation to a casino and the existence of severe legal deficiencies in the assessment itself. Based on advice of legal counsel, the Group considers that its position will prevail and, therefore, no provision is included in the consolidated financial statements.

Tax law for the activities of games on chance published in June 2007 by the Venezuelan tax authorities establishes an additional tax to that paid by a Group company (in which the Group has a 67.5% percentage of ownership) related to the operation of machines, which for 2007 amounted to approximately 1.8 million euros. The Group, in accordance with its legal advisors, estimates a sentence in favor of its interests of appeals; accordingly no provision has been recorded in this regard.

F-205

Argentina

In October 1999, an Argentinean company of the Group opened a floating casino in waters of the Río de la Plata on the basis of an official license granted by the Federal Authorities. The Government of the Autonomous City of Buenos Aires challenged the competence of the Federal Authorities (“Lotería Nacional, SE”) in gaming matters. In particular, it claimed that gaming activities fell under its jurisdiction in the City of Buenos Aires, and hence raised objections against the license granted to the subsidiary Casino Buenos Aires, S.A. (CBA).

These circumstances led to a co-participation agreement for gaming matters being signed between the Federal Authorities (LNSE) and the Government of the Autonomous City of Buenos Aires. Conveniently, this agreement was ratified by Decree 1155/2003 of PEN, dated December 1, 2003 (B,O, 02/12/2003) and Law 1,182 of the Legislation of the Government of the Autonomous City of Buenos Aires, dated November 13, 2003 (BOCBA 01/12/2003).

Consequently, given the current situation, the Group’s Directors and their legal advisors consider that the rights conveniently agreed upon with LNSE are consolidated.

23. INFORMATION ON ENVIRONMENTAL ISSUES

Given the activities and features of the Group, neither capital expenditures nor expenses took place in connection with the prevention, reduction or damage repair of environmental matters

24. AUDIT FEES

Fees and expenses referred to the audit of the 2010 financial statements of the Group’s companies rendered by the primary auditors and other firms belonging to the auditor’s international network amounted to 1,485 thousand euros in 2010 and 1,386 thousand euros in 2009.

In addition, fees and expenses paid during the year corresponding to other services rendered by the primary auditors or other firms within their international network amounted to 94 thousand euros in 2010 and 345 thousand euros in 2009.

25. DIRECTORS AND SENIOR EXECUTIVES

The breakdown of the remuneration earned by members of the Company’s Board of Directors and senior executives is as follows:

(Thousands of euros) 2010 2009

Directors Salaries 1,500 1,150

Senior executives Salaries 4,800 4,400

6,300 5,550

At December 31, 2010 there are current accounts receivable with the Company’s Directors amounting to 735 thousand euros (698 thousand euros in 2009). These accounts accrue an annual interest of 4.25%.

The Group companies have no pension plans, life insurance policies or dismissal indemnities for former or current members of the Board of Directors and senior executives of the Company.

F-206

Pursuant to articles 229 and 230 of the Spanish Capital Companies Law, the Directors have informed the Parent Company that there are no situations representing a conflict for the Group and that they hold the following equity investments and/or carry out duties in companies whose activity is identical, similar or complementary to the activity which comprises the Group’s corporate purpose:

Director Company % of equity interest

Position / Duties

Manuel Lao Hernández Nortia Business Corporation, S.L. 94.54% Joint-Administrator

Esther Lao Gorina Nortia Business Corporation, S.L. 1.65% Joint-Administrator

Manuel Lao Gorina Cirsa Amusement Corporation, S.L. - Chairman Global Bingo Corporation, S.A. - Chairman Global Casino Technology Corporation, S.A. - Chairman Cirsa Interactive Corporation, S.L. - Chairman Cirsa Servicios Corporativos, S.L. - Chairman Cirsa Intenational Gaming Corporation, S.A. - Chairman Global Manufacturing Corporation, S.L. - Chairman Cirsa Slot Corporation, S.L. - Chairman Nortia Business Corporation, S.L. 1.65% Joint-Administrator Opesa Internacional, S.A. - Chairman

26. OBJECTIVES AND POLICIES OF FINANCIAL RISK MANAGEMENT

The Group is exposed to credit risk, interest risk, exchange risk and liquidity risk during the normal development of its activities.

The Group's principal financial instruments include bonds, bank loans, credit and discount lines, financing obtained through the deferral of gaming taxes, financial leases, deferred payments for purchase of business, cash and current deposits.

The Group's policy establishes that no trading in derivatives (exchange rates insurance) to manage exchange rate risks arising from certain fund sources in U.S. dollars will be undertaken. The Group neither uses financial derivatives to cover fluctuations in interest rates.

26.1 Credit risk

Most of the operations carried out by the Group are in cash. For receivables from other activities, the Group has established a credit policy and risk exposure in collection is managed in the ordinary course of business. Credit assessments are carried out for all customers who require a limit higher than 60 thousand euros.

Guarantees on loans and the credit risk exposure are shown in Note 8.

Receivables that are past due more than six months are impaired or renegotiated, to the extent that there are sufficient guarantees of collection. In this regard, in 2008 Cirsa Caribe, C.A. renegotiated its debt with Inversiones Pueblamar C.A. (Note 8.2), and agreed to pay it over a term of ten years since March 31, 2008.

F-207

26.2 Interest rate risk

External finance is mainly based on the issuance of corporate bonds at fixed interest rate. Bank borrowings (credit policies, trading discounts, financial lease agreements) as well as deferred payments with public administrations and other long-term non-trade debts have a variable interest rate that is reviewed annually. Previous Notes show interest rates of debt instruments.

The breakdown of liabilities that accrue interests at 2010 and 2009 year end is as follows:

2010 2009

(Thousands of euros) Fixed

interest rate Floating

interest rate Fixed

interest rate Floating

interest rate

Bonds 612,216 - 504,480 - Bank borrowings - 206,087 - 228,624 Other creditors - 79,900 - 97,558

612,216 285,987 504,480 326,182

At December 31, 2010 and 2009 financial liabilities at a fixed interest rate represented 68% and 61%, respectively, of total liabilities. In this regard, the Group’s sensitivity to fluctuations in interest rates is low: a variation of 100 basic points in floating rates would lead to a change in the result amounting to 2,860 thousand euros in 2010 and 3,261 thousand euros in 2009.

The Group estimates that fair value of the financial liabilities’ instruments does not differ significantly from the accounted amounts.

The breakdown of assets that accrue interests at 2010 and 2009 year end is as follows:

2010 2009

(Thousands of euros) Fixed

interest rate Floating

interest rate Fixed

interest rate Floating

interest rate

Nortia Business Corporation, S.L. 64,702 - 61,930 - Loans to jointly-controlled business and associates 11,733 11,465 11,555 34,026 Loans to third parties 8,963 31,765 10,553 25,918 Deposits and guarantees 33,349 - 26,429 - Fixed-income securities and deposits 4,158 - 6,772 - Trade and other receivables 1,649 - 1,405 -

124,554 43,230 118,644 59,944

The Group estimates that fair value of the assets’ financial instruments does not differ significantly from the net book value.

26.3 Foreign currency risk

The Group is exposed to foreign currency risk in businesses located in Latin America, mainly in Argentina, which affect significantly revenues and expenses, Group results and the value of certain assets and liabilities in currencies other than the euro. It is also affected to a lesser extent by granted and received loans. Currencies that basically generate exchange risks are the Argentinean peso and the US dollar.

In order to reduce risks, the Group conducts policies aimed to keep balanced collection and payments in cash of assets and liabilities in foreign currency.

F-208

The following study on sensitivity shows the foreign currency risk:

• Sensitivity of the profit for the year before tax against fluctuations of the exchange rate USdollar/euro

Thousands of euros Variation 2010 2009

+ 10% (1,038) (1,904)+ 5% (544) (997)- 5% 601 1,102-10% 1,269 2,327

• Sensitivity of the profit for the year before tax against fluctuations of the exchange rateArgentinean peso/euro

Thousands of euros Variation 2010 2009

+ 10% (3,498) (1,949)+ 5% (1,832) (1,021)- 5% 2,025 1,129-10% 4,275 2,383

These variations correspond basically to the impact on operating magnitudes, and not on financial figures, since approximately 90% of Group financial liabilities, in both years, are paid in euros.

26.4 Liquidity risk

The exposure to unfavorable situations of debt markets can make difficult or prevent from hedging the financial needs required for the appropriate development of Group activities.

To manage liquidity risk, the Group applies different measures:

• Diversification of financing sources through the access to different markets and geographicalareas. In this regard, the Group has an additional borrowing capacity (see data in Note 15).

• Credit facilities committed for the sufficient amount and flexibility. Accordingly, the Group hasavailable cash and cash equivalents amounting to 65 million euros at December 31, 2010(2009: 50 million euros), to meet unexpected payments.

• The length and repayment schedule for financing through debt is established based on thefinanced needs.

In this regard, the Group’s liquidity police ensure to meet its payment obligations without requiring the access to funds in costly terms.

Additionally, it is noteworthy that both at Group and individual business level, the Group performs projections regularly on the generation and expected cash needs, in order to determine and monitor the Group’s liquidity position.

The relevant information on the maturity dates of financial liabilities based on contractual terms is broken down in Notes 14, 15 and 16.

F-209

27. CAPITAL MANAGEMENT POLICY

The main objectives of the Group's capital management are to ensure financial stability in the short and long term, appropriate return rates, increased business value and ensure proper and adequate financing of investments and projects to be conducted in a framework of controlled expansion.

The Group's strategy, both in 2010 and 2009, is to enhance the more profitable business and to act decisively on the deficit operations, to significantly improve the results and net cash flows. Control of investments and costs restraint have been also established as a priority action, with satisfactory results.

As stated in Note 14, the contracts entered into in relation to corporate bonds issued include limitations on the payment of dividends. The Company does not intend to distribute dividends in the short to medium term given that the Group policy is not to distribute dividends.

28. INFORMATION ON LATE PAYMENT TO SUPPLIERS

With respect to Law 15/2010 of July 5, modifying Law 3/2004 of December 29, which establishes measures to be taken in combating arrears in commercial transactions, at December 31, 2010 the overdue balances payable to suppliers which exceed the legal payment deadline amount to 408 thousand euros.

29. EVENTS AFTER THE BALANCE SHEET DATE

On January 11, 2011 a group company domiciled in Luxembourg issued bonds for an amount of 280 million euros, with a premium of 0.5%, as an extension of the issue made in 2010 (Note 14). These bonds, which are listed on the Luxembourg Stock Exchange, earn an annual interest rate of 8.75% to be paid half-yearly, and mature in 2018. Part of the funds obtained in this issue have been used to cancel bonds whose nominal value amounted to 230 million euros and which matured in 2012 (Note 14), generating recognized expenses amounting to 21,416 thousand euros in 2011.

30. ADDITIONAL NOTE FOR ENGLISH TRANSLATION

These consolidated financial statements were originally prepared in Spanish. In the event of discrepancy, the Spanish-language version prevails.

These financial statements are presented on the basis of International Reporting Standards adopted by the European Union which for the purposes of the Group are not different from those issued by the International Accounting Standards Board (IASB). Consequently, certain accounting practices applied by the Group do not conform with generally accepted principles in other countries.

March 31, 2011

F-210

Grupo Cirsa Gaming Corporation

Consolidated Management Report

Year ended December 31, 2010

In 2010, despite the complex economic situation, the Group’s revenues from prizes have increased by 144,662 thousand euros (13.2%) mainly due to the good performance shown by the International Casino Division and the Bingo halls Division (Mexico).

This year’s EBITDA was 260,022 thousand euros, over 208,605 thousand euros last year, which represents a 24.7% increase (+51,417 thousand euros) mainly due to the improvement in the way the Group has managed its business, focusing on achieving profitable growth and consolidating its already existing business activities. In particular, we highlight the performance of the activities in Latin America.

In order to maintain the Group’s position of leadership at a domestic level, as well as tackling and competing in international markets and offer a larger range of products in traditional sectors and in those related to new technologies, the Group has continued, as in previous years, to invest significant level of resources in Research and Development. This year the total amount allocated for projects carried out by the Group’s Research and Development department amounted to 1,800 thousand euros.

The Group’s strategy for the future is focused on continuing to consolidate and make its already existing business activities profitable, applying its policy of efficiency and productivity programs, combined with selectively chosen investments, analyzed and conducted strictly.

On May 28, 2004, the Company acquired 2.47% of its own shares at an acquisition cost of 31,007 thousand euros. On July 13, 2007, the Company transferred 1.55% of its treasury stock to Nortia Business Corporation, S.L. as a consideration for the acquisition of a group of slot machine operators. The remaining shares (0.92%) are being held in the treasury stock portfolio.

The Group has no derivatives and no financial instruments in the financial statements that would be significant for measuring assets, liabilities, financial situation or results.

March 31, 2011

F-211

Ann

ex I

List

of s

ubsi

diar

ies

Per

cent

a ge

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Inve

stee

Act

ivity

2010

2009

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e / C

ount

ry

Acc

ord

Inve

stm

ent,

S.A

.O

p era

tiona

l10

0,00

%-

Allg

ames

, S.R

.L.U

.R

ua d

e la

Val

lée,

44

Luxe

mbo

urg

Luxe

mbo

urg

Aj a

r, S

.A.

Bin

g os

75, 0

0%75

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Av.

Muñ

oz V

arg a

s, 1

8H

uelv

aH

uelv

a

Allg

ames

, S.R

.L.U

.O

p era

tiona

l10

0,00

%-

Cirs

a Ita

lia, S

.A.

Cen

t roD

i rezi

onat

e M

il ano

fi ori ,

St ra

d a 2

, P

alaz

zo D

4A

ssag

oM

ilan

Ast

oria

Jue

g os,

S.A

.B

ing o

s-

100,

00%

Glo

bal 5

Est

rella

s, S

.A.

Pas

eo E

xtre

mad

ura,

152

Mad

ridM

adrid

Aut

omát

icos

Sig

lo X

XI,

S.L

.U.

Op e

ratio

nal

75, 0

0%75

, 00%

Jueg

omat

ic, S

.A.

Mar

tillo

, 26

Sev

illa

Sev

illa

Ba q

uei I

nver

sion

es, S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

p ora

tion,

S.A

.Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Bar

Jue

gos,

S.L

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y

Mad

rileñ

a de

Ser

vici

os p

ara

el B

ing o

, C

apitá

n H

aya,

3 1

ªM

adrid

Mad

rid

Bin

ale,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y G

loba

l B

ing o

Mad

rid, S

.A.U

.G

ener

al R

icar

dos,

176

Mad

ridM

adrid

Bin

cam

ex, S

.A. d

e C

.V.

Bin

g os

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

Can

tú, 9

- 60

1. C

olon

ia N

ueva

Anz

ures

Mex

ico

City

Mex

ico

Bin

cano

, S.A

.B

ing o

s60

, 00%

60, 0

0%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

.E

lcan

o, 3

0-32

Bilb

ao

Viz

cay a

Bin

g am

es, S

.A.U

Bin

g os

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U.

Con

sell

de C

ent,

106-

108

Bar

celo

naB

arce

lona

Bin

g ase

r, A

.I.E

.B

ing o

s10

0,00

%10

0,00

%V

ario

sC

apitá

n H

aya,

3 1

dch

a.M

adrid

Mad

ridB

ing o

s de

Mad

rid R

euni

dos,

S.A

.U.

Bin

g os

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Cap

itán

Hay

a, 3

1 d

cha.

Mad

ridM

adrid

Bin

g os

Mal

ague

ños,

S.A

.U.

Bin

g os

100,

00%

100,

00%

Sob

ima,

S.A

.U.

Pz.

Cru

z de

Hum

illad

ero,

S/n

Mál

aga

Mál

aga

Caf

eter

ía M

iam

i, S

.A.U

.C

asin

os10

0,00

%10

0,00

%G

amin

g &

Ser

vice

s, S

.A.C

.A

v. L

a M

arin

a, 1

725

San

Mig

uel (

Lim

a)P

eru

Cap

itan

Hay

a 7,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y G

loba

l B

ingo

Sta

rs,S

.A.U

.C

apitá

n H

aya,

7M

adrid

Mad

rid

Cas

ino

Bue

nos

Aire

s, S

.A.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.L

.U. y

Ges

tión

de J

ueg o

Inte

g ral

, S.A

.U.

Als

ina,

172

9B

ueno

s A

ires

D.F

.A

rgen

tina

Cas

ino

Man

a gem

ent,

S.A

.C

asin

os-

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

Als

ina,

174

Bue

nos

Aire

sA

rgen

tina

Cas

ino

Cirs

a V

alen

cia,

S.A

.U.

Cas

inos

100,

00%

100,

00%

Glo

bal C

asin

o Te

chno

logy

Cor

pora

tion,

C

entro

de

Inte

rés

Turís

tico

Nac

iona

l. M

onte

P

uçol

Val

enci

aC

asin

o N

ueva

And

aluc

ía M

arbe

lla, S

.A.U

.C

asin

os10

0,00

%10

0,00

%G

loba

l Cas

ino

Tech

nolo

gy C

orpo

ratio

n,

Ctra

. Cád

iz-M

álag

a K

m. 1

80M

arbe

llaM

álag

aC

asin

os d

e Ju

e go

Cirs

a C

hile

Lim

itada

Cas

inos

100,

00%

100,

00%

Soc

ieda

d In

vers

ione

s C

irsa

Chi

le L

tda.

Com

una

de la

s C

onde

sS

antia

g o d

e C

hile

Chi

le

CIC

, S.L

. - T

royj

ocs,

S.L

., U

.T.E

.O

p era

tiona

l-

100,

00%

Cirs

a In

tera

ctiv

e C

orpo

ratio

n, S

.L. Y

Tr

oyj o

cs, S

.L.

Pas

seig

des

bor

n 15

Pal

ma

de M

allo

rca

Pal

ma

de

Mal

lorc

a

Cirs

aecu

ador

, S.A

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

.In

g lat

erra

E32

63 y

Ava

. Am

azon

as

Qui

toE

cuad

orC

irsa

Am

usem

ent C

orp o

ratio

n, S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naC

irsa

Am

usem

ent F

ranc

e, S

.A.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Slo

t Cor

pora

tion,

S.L

.U.

10 Im

p ass

e Le

once

Cou

ture

Tolo

use

Fran

ceC

irsa

Ca p

ital L

uxem

bour

g, S

.A.

Stru

ctur

e10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.R

ue C

harle

s M

arte

l, 58

Luxe

mbo

urg

Luxe

mbo

urg

Cirs

a C

arib

e, C

.A.

Cas

inos

70, 0

0%70

, 00%

Cirs

a V

enez

uela

, C.A

.U.

Avd

a. 4

de

May

o. C

entro

Com

erci

al. L

ocal

41

Por

lam

arV

enez

uela

Cirs

a C

asin

o C

orp o

ratio

n, S

.L.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

tra. C

aste

llar,

298

Terra

ssa

Bar

celo

naC

irsa

Cas

ino

de A

ntof

agas

ta, S

.A.

Cas

inos

54, 8

0%54

, 80%

Cirs

a C

asin

os d

e Ju

ego

de C

hile

, S.A

.C

omun

a de

Ant

ofag

asta

Ant

ofag

asta

Chi

leC

irsa

Cas

ino

de C

alam

a , S

.A.U

.C

asin

os54

, 80%

54, 8

0%C

irsa

Cas

inos

de

Jueg

o de

Chi

le, S

.A.

Com

una

de C

alam

aC

alam

aC

hile

Cirs

a C

asin

o de

Co p

iap o

, S.A

.C

asin

os54

, 80%

54, 8

0%C

irsa

Cas

inos

de

Jueg

o de

Chi

le, S

.A.

Com

una

de C

opia

p oC

opia

p oC

hile

Cirs

a C

asin

o de

Pun

ta A

rena

s, S

.A.

Cas

inos

54, 8

0%54

, 80%

Cirs

a C

asin

os d

e Ju

ego

de C

hile

, S.A

.C

omun

a de

Pun

ta A

rena

sP

unta

Are

nas

Chi

leC

irsa

Cas

ino

de R

anca

g ua,

S.A

.C

asin

os54

, 80%

54, 8

0%C

irsa

Cas

inos

de

Jueg

o de

Chi

le, S

.A.

Com

una

de R

anca

g ua

Ran

cag u

aC

hile

Cirs

a C

asin

o de

Tem

uco,

S.A

.U.

Cas

inos

54, 8

0%54

, 80%

Cirs

a C

asin

os d

e Ju

ego

de C

hile

, S.A

.C

omun

a de

Tem

uco

Tem

uco

Chi

leC

irsa

Cas

ino

del B

io B

io, S

.A.U

.C

asin

os54

, 80%

54, 8

0%C

irsa

Cas

inos

de

Jueg

o de

Chi

le, S

.A.

Com

una

de H

ualp

énH

ualp

énC

hile

Cirs

a C

asin

o, S

.A.

Cas

inos

-97

, 00%

Glo

bal C

asin

o Te

chno

logy

Cor

pora

tion,

V

ia T

reva

na, 2

Lug a

noS

uiza

Cirs

a C

asin

os d

e Ju

e go

de C

hile

, S.A

.C

asin

os54

, 80%

54, 8

0%C

asin

os d

e Ju

ego

Cirs

a C

hile

Lim

itada

Nue

va T

ajam

ar 4

81 T

orre

Nor

te,

Of.

706

Las

Con

des

Chi

leC

irsa

Fina

nce

Luxe

mbo

urg,

S.A

.S

truct

ure

-10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.R

ue C

harle

s M

arte

l, 58

Luxe

mbo

urg

Luxe

mbo

urg

Cirs

a Fu

ndin

g Lu

xem

bour

g, S

.A.U

.S

truct

ure

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Rue

Cha

rles

Mar

tel,

58Lu

xem

bour

gLu

xem

bour

gC

irsa

Insu

lar ,

C.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a V

enez

uela

, C.A

.U.

Est

ado

de N

ueva

Esp

arta

( Por

lam

ar)

Isla

Mar

g arit

aV

enez

uela

Cirs

a In

tera

ctiv

e C

orp o

ratio

n, S

.L.U

.B

2B10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naC

irsa

Inte

rnat

iona

l Gam

ing

Cor

p ora

tion,

S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Ctra

. Cas

tella

r, 29

8Te

rrass

aB

arce

lona

Cirs

a Ita

lia, S

.A.

Op e

ratio

nal

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

Cen

tro D

irezi

onal

e M

ilano

fiori,

Stra

da 2

Ass

ago

( Mila

n)Ita

lyC

irsa

Pan

amá,

S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

Via

Dom

ing o

Día

zP

anam

a C

ityP

anam

aC

irsa

Ser

vici

os C

orp o

rativ

os, S

.L.U

.E

stru

ctur

a10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naC

irsa

Slo

t Cor

p ora

tion,

S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Con

sell

de C

ent,

106-

108

Bar

celo

naB

arce

lona

Cirs

a S

urin

ame

A.V

.V.U

.C

asin

os10

0 ,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

Zo

utm

aust

raat

, 35

Ora

njes

tad

Aru

ba

Cirs

a V

enez

uela

, C.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

D. M

arin

o. N

ueva

Esp

arta

. Por

lam

arIs

la M

arg a

rita

Ven

ezue

laC

omer

cial

de

Des

arro

llos

Ele

ctró

nico

s , S

. A.U

.O

p era

tiona

l10

0,00

%10

0,00

%G

loba

l Gam

e M

achi

ne C

orp o

ratio

n, S

.A.U

.P

i i M

arg a

ll, 2

01Te

rrass

aB

arce

lona

F-212

Ann

ex I

List

of s

ubsi

diar

ies

Per

cent

a ge

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Inve

stee

Act

ivity

2010

2009

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e / C

ount

ry

Com

p lej

o H

otel

ero

Mon

te P

icay

o, S

.A.U

.C

asin

os10

0,00

%50

, 00%

Glo

bal C

asin

o Te

chno

logy

Cor

pora

tion,

S

.A.U

.C

omp l

ejo

Hot

eler

o M

onte

Pic

ayo

Sag

unto

Val

enci

aE

lect

roj u

egos

Zar

agoz

a, S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%G

loba

l Gam

e M

achi

ne C

orpo

ratio

n, S

.A.U

.Ja

ime

Ferra

n,5

P.I.

La

Cog

ulla

daZa

rag o

zaZa

rag o

zaE

lect

róni

cos

Rad

isa ,

S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Cirs

a S

lot C

orpo

ratio

n, S

.L.U

.Fe

rmin

a S

evill

ano,

5-7

Mad

ridM

adrid

Em

pres

a E

xplo

tado

ra d

el J

uego

del

Bin

go, S

.A.

Bin

gos

100,

00%

100,

00%

Inte

rnat

iona

l Bin

go T

echn

olog

y, S

.A.U

. y

Bin

g os

de M

adrid

Reu

nido

s, S

.A.U

.P

za. C

orre

gido

r A. A

guila

r, s/

nM

adrid

Mad

rid

Ferro

jueg

os, S

.A.

Bin

gos

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U. y

Glo

bal

Bin

g o M

adrid

, S.A

.U.

Ferro

carri

l, 38

Mad

ridM

adrid

Gam

ing

& S

ervi

ces

de P

anam

á, S

.A.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

Cal

le 5

0 y

73 E

ste

San

Fra

ncis

coP

anam

a C

ityP

anam

aG

amin

g &

Ser

vice

s, S

.A.C

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

A

v. G

rau,

100

6Li

ma

Per

uG

ea L

ink ,

S.A

.U.

B2B

100,

00%

100,

00%

Cirs

a In

tera

ctiv

e C

orpo

ratio

n, S

.L.U

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naG

ema ,

S.r.

l.U.

Bin

g os

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

D4

Ass

ago

( Mila

n)Ita

lyG

enp e

r, S

. A.U

.O

p era

tiona

l10

0,00

%10

0,00

%G

loba

l Gam

e M

achi

ne C

orpo

ratio

n, S

.A.U

.P

i i M

arg a

ll, 2

01Te

rrass

aB

arce

lona

Ges

tión

de B

ing o

s G

oby l

án, S

. A.U

.B

ing o

s10

0,00

%10

0,00

%In

tern

atio

nal B

ingo

Tec

hnol

ogy,

S.A

.U.

Pza

. de

la Ig

lesi

a, 1

0S

ta. C

. de

Tene

rife

Tene

rife

Ges

tión

del J

ueg o

Inte

g ral

, S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tera

ctiv

e C

orpo

ratio

n, S

.L.U

.C

/de

la R

esin

a, 2

2-24

, Pue

rta 8

-9M

adrid

Mad

ridS

.A.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

tra. C

aste

llar,

298

Terra

ssa

Bar

celo

naG

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naG

loba

l Bin

g o M

adrid

, S.A

.U.

Bin

g os

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Cap

itán

Hay

a, 3

1 d

cha

Mad

ridM

adrid

Glo

bal B

ing o

Sta

rs, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

apitá

n H

aya,

3 1

dch

a.M

adrid

Mad

ridG

loba

l Brit

ton

07, S

.L.U

.O

p era

tiona

l-

100,

00%

Uni

play

, S.L

.C

/Fer

min

a S

evill

ano,

5-7

Mad

ridM

adrid

Glo

bal C

asin

o Te

chno

logy

Cor

p ora

tion,

S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Ctra

. de

Cas

tella

r, 29

8Te

rrass

aB

arce

lona

Glo

bal C

inco

Est

rella

s, S

.A.

Bin

gos

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U. y

Glo

bal

Cap

itán

Hay

a, 9

Mad

ridM

adrid

Glo

bal G

ame

Mac

hine

Cor

p ora

tion,

S.A

.U.

Op e

ratio

nal

100,

00%

100,

00%

Cirs

a S

lot C

orpo

ratio

n, S

.L.U

.P

i i M

arg a

ll, 2

01Te

rrass

aB

arce

lona

Glo

bal G

amin

g C

orp o

ratio

n R

ussi

a, S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Slo

t Cor

p ora

tion,

S.L

.U.

Ctra

.Cas

tella

r, 29

8Te

rrass

aB

arce

lona

Glo

bal G

amin

g, S

.A.U

.C

asin

os10

0,00

%70

, 00%

Win

ner G

roup

, S.A

.C

alle

38

Nor

te, 6

N-3

5C

ali

Col

ombi

aG

loba

l Man

ufac

turin

g C

orp o

ratio

n, S

.L.U

.B

2B10

0,00

%10

0,00

%C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naG

rasp

lai,

S.A

.U.

Bin

g os

100,

00%

100,

00%

Rom

gar,

S.A

.U.

Av.

Gen

eral

itat,

6S

ta. C

olom

aB

arce

lona

His

p ani

a In

vest

men

t, S

.A.U

.S

truct

ure

100,

00%

-C

irsa

Gam

ing

Cor

pora

tion,

S.A

.C

tra. d

e C

aste

llar,

298

Terra

ssa

Bar

celo

naH

oste

bar 9

8, S

.L.

Bin

gos

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U. y

M

adril

eña

de S

ervi

cios

par

a el

Bin

g o,

Ferro

carri

l, 38

Mad

ridM

adrid

Infin

it y G

ames

, Ltd

a.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

.A

vda.

19 d

e N

ovie

mbr

e, 1

22-6

4S

anta

Fe

de

Bog

otá

DC

Col

ombi

a

Inte

g rac

ión

Inm

obili

aria

Wor

ld d

e M

exic

o, S

.A.

De

C.V

.B

ing o

s10

0,00

%96

, 00%

Pro

moc

ione

s e

Inve

rsio

nes

de G

uerre

ro,

S.A

.B

osq u

e de

ciru

elos

, 186

Mex

ico

City

Mex

ico

Inte

rnat

iona

l Bin

g o T

echn

olog

y, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

Pi i

Mar

g all,

201

Terra

ssa

Bar

celo

naIn

tern

atio

nal G

amin

g M

anuf

actu

ring,

S.L

.U.

B2B

100,

00%

100,

00%

Cirs

a C

asin

o C

orpo

ratio

n, S

.L.U

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naIn

tesa

Gio

chi,

S.R

.L.U

.O

p era

tiona

l50

, 00%

-R

oyal

Gam

es, S

.R.L

.V

ia C

asat

i Fel

ice,

32

Mila

nIta

lyIn

vers

ione

s In

tera

ctiv

as, S

.A.

Cas

inos

70, 0

0%70

, 00%

Orb

is D

evel

opm

ent,

S.A

.U.

Av.

Oba

rrio,

57

Pan

ama

City

Pan

ama

Inve

rsio

nes

Larim

ar, S

.A.U

.C

asin

os-

100,

00%

Gam

ing

& S

ervi

ces,

S.A

.A

v. L

a M

arin

a, 1

725

- 172

9S

an M

igue

lP

eru

Inve

rsio

nes

Rec

reat

ivas

de

Occ

iden

te, C

.A.

Cas

inos

67,5

0%67

,50%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

Cal

le 7

7, E

dif.

Bin

g oM

arac

aibo

Ven

ezue

laIn

vest

men

t & S

ecur

ities

, S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

acio

nal G

amin

g C

orpo

ratio

n,

Cal

le 5

0 y

73 E

ste

San

Fra

ncis

coP

anam

a C

ityP

anam

aJe

sali ,

S.A

.U.

Cas

inos

100,

00%

50, 0

0%C

omp l

ejo

Hot

eler

o M

onte

Pic

ayo,

S.A

.U.

Com

p lej

o H

otel

ero

Mon

te P

icay

oS

agun

toV

alen

cia

Juan

Car

los

Es p

inill

a, S

.L.U

.O

p era

tiona

l-

100,

00%

Cirs

a S

lot C

orpo

ratio

n, S

.L.

Avd

a. d

e B

urg o

s, 3

1V

alla

dolid

Val

lado

lidJu

egom

atic

, S. A

.O

p era

tiona

l75

, 00%

75, 0

0%G

loba

l Gam

e M

achi

ne C

orpo

ratio

n, S

.A.U

.A

v. V

eláz

q uez

, 91

Mál

aga

Mál

aga

Jueg

os y

Bin

g os,

S.A

.U.

Bin

g os

100,

00%

100,

00%

Inte

rnat

iona

l Bin

go T

echn

olog

y, S

.A.U

.E

nten

za, 9

6 ba

j os

Bar

celo

naB

arce

lona

KLC

Ne g

ocio

s y

Pro

y ect

os, S

.A.

Cas

inos

70, 0

0%70

, 00%

Cirs

a V

enez

uela

, C.A

.U.

Avd

a. F

co. d

e M

irand

aC

arac

asV

enez

uela

Leg

Por

tug a

l-Maq

uina

s de

Div

ersa

o, L

tda.

Op e

ratio

nal

-10

0,00

%C

irsa

Slo

t Cor

pora

tion,

S.L

.R

ua C

astil

ho, 7

1S

. Mam

ede

Por

tug a

lLi

sta

Azu

l, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%B

inga

mes

, S.A

.U.

Gra

n P

asse

ig d

e R

onda

, 87

Llei

daLl

eida

Loto

Car

ibe,

S.L

.U.

B2B

100,

00%

100,

00%

Gea

Lin

k, S

.A.U

.C

onse

ll de

Cen

t, 10

6-10

8B

arce

lona

Bar

celo

naLu

ckip

lay,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y B

ingo

s de

Mad

rid R

euni

dos,

S.A

.U.

Luch

ana,

23

Mad

ridM

adrid

Luck

y G

ames

, S.A

.U.

Cas

inos

-10

0,00

%G

amin

g &

Ser

vice

s de

Pan

amá,

S.A

.C

alle

50

y 73

Est

e S

an F

ranc

isco

Pan

ama

City

Pan

ama

Mac

roj u

egos

, S.A

.U.

Bin

g os

100,

00%

100,

00%

Inte

rnat

iona

l Bin

go T

echn

olog

y, S

.A.U

.D

ioni

sio

Gua

rdio

la, 3

4A

lbac

ete

Alb

acet

eM

adril

eña

de S

ervi

cios

par

a el

Bin

g o, S

.L.U

.B

ing o

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

.C

apitá

n H

aya,

3 1

dch

aM

adrid

Mad

ridM

agic

Coi

n, S

.A.U

.C

asin

os-

100,

00%

Gam

ing

and

Ser

vice

s, S

.A.

Av.

Jua

n A

. Pez

et, 1

513

San

Isid

roP

eru

Mar

rebi

, S.A

.B

ingo

s-

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U. y

M

adril

eña

de S

ervi

cios

par

a el

Bin

go,

S.L

.U.

Irlan

da, 2

Mad

ridM

adrid

F-213

Ann

ex I

List

of s

ubsi

diar

ies

Per

cent

a ge

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Inve

stee

Act

ivity

2010

2009

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e / C

ount

ry

Men

doza

Cen

tral E

ntre

teni

mie

ntos

, S.A

.C

asin

os51

, 00%

51, 0

0%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

.9

de J

ulio

nº m

unic

ipal

318

, esq

uina

CM

endo

zaA

rgen

tina

Mon

azar

Sta

r , S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Slo

t Cor

p ora

tion,

S.L

.U.

Ferm

ina

Sev

illan

o, 5

-7M

adrid

Mad

ridN

ecos

, Ltd

a. U

.C

asin

os10

0,00

%10

0,00

%In

vest

men

t & S

ecur

ities

, S.A

.U.

22 R

ichm

ond

Hill

( Rat

min

es)

Dub

linIre

land

Nov

ojue

gos,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y G

loba

l B

ravo

Mur

illo,

95

Mad

ridM

adrid

Ny a

lam

, S.A

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

A

dolfo

Als

ina,

017

29 P

iso

PB

Bue

nos

Aire

sA

rgen

tina

O'd

onne

ll Ju

egos

, S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y B

ingo

s de

Mad

rid R

euni

dos,

S.A

.U.

O'D

onel

l, 21

y 2

3M

adrid

Mad

rid

Red

de

salo

nes

de A

rag ó

n, S

.L.U

. O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Inte

ract

ive

Cor

pora

tion,

S.L

.U.

Ctra

. De

Cas

tella

r, 29

8Te

rrass

aB

arce

lona

Op e

rglo

bal,

S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Glo

bal G

ame

Mac

hine

Cor

pora

tion,

S.A

.U.

Jaim

e Fe

rran,

5 P

.I. L

a C

ogul

lada

Zara

g oza

Zara

g oza

Op o

rto J

ueg o

s, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%G

loba

l 5 E

stre

llas,

S.A

.A

v. O

p orto

, 4M

adrid

Mad

ridO

rbis

Dev

elo p

men

t, S

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

wis

s To

wer

, 16t

h flo

or, W

orld

Tra

de C

ente

rP

anam

a C

ityP

anam

aP

adov

a G

ioch

i , S

.r.l.U

.O

p era

tiona

l-

100,

00%

Cirs

a Ita

lia, S

.A.

Vía

Pac

inot

ti, 3

AR

uban

oIta

lyP

lay c

at, S

.A.U

.B

ing o

s10

0,00

%10

0,00

%B

inga

mes

, S.A

.U.

Cád

iz, 1

Terra

ssa

Bar

celo

naP

rince

sa 3

1, S

.A.

Bin

gos

100,

00%

100,

00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U. y

Bin

gos

de M

adrid

Reu

nido

s, S

.A.U

.P

rince

sa, 3

1M

adrid

Mad

rid

Pro

digy

Inve

stm

ent C

orp o

ratio

n U

.C

asin

os-

100,

00%

Inve

stm

ent &

Sec

uriti

es, S

.A.

Cal

le 5

0 y

73 E

ste

San

Fra

ncis

coP

anam

a C

ityP

anam

aP

rom

ocio

nes

e In

vers

ione

s de

Gue

rrero

, S.A

. de

C.V

.B

ing o

s10

0,00

%96

, 00%

Bin

cam

ex, S

.A. d

e C

V.

Bos

que

de D

uraz

nos,

61

3 b,

Bos

ques

Lo

mas

Mex

ico

City

Mex

ico

Pro

moc

ione

s Ta

uro,

S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Glo

bal G

ame

Mac

hine

Cor

pora

tion,

S.A

.U.

Mar

tillo

, 26

Sev

illa

Sev

illa

Pus

h G

ames

, S.L

.U.

Bin

g os

100,

00%

100,

00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Con

sell

de C

ent ,

106-

108

Bar

celo

naB

arce

lona

Rec

reat

ivos

Aca

p ulc

o M

RA

, S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Glo

bal G

ame

Mac

hine

Cor

pora

tion,

S.A

.UP

into

, 9P

arla

Mad

ridR

ecre

ativ

os R

odes

, S.A

.U.

Op e

ratio

nal

100,

00%

100,

00%

Gen

per,

S.A

.U.

Ger

man

Ber

nace

r, 22

P.I.

Elc

he P

arq u

e In

d.E

lche

Alic

ante

Red

de

Bin

g os

And

aluc

es, A

.I.E

.B

ing o

s54

, 00%

54, 0

0%V

ario

sM

artil

lo, 2

6S

evill

aS

evill

aR

ed d

e In

terc

onex

ión

de A

ndal

ucía

, S.L

.U.

B2B

100,

00%

100,

00%

Cirs

a In

tera

ctiv

e C

orpo

ratio

n, S

.L.U

.M

artil

lo, 2

6S

evill

aS

evill

aR

emat

a, S

.A.

Bin

gos

-10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A. y

Glo

bal

Bin

goS

tars

,S.A

.P

aseo

de

la C

aste

llana

, 87

Mad

ridM

adrid

Rom

g ar,

S.A

.U.

Bin

g os

100,

00%

100,

00%

Telm

a E

nea,

S.L

.U.

Cay

etan

o de

l Tor

o, 2

3C

ádiz

Cád

izS

acre

s, S

.A.

Cas

inos

99, 0

0%99

, 00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

Tucu

man

, 8B

ueno

s A

ires

Arg

entin

aS

ade j

u, S

.L.U

.B

ing o

s10

0,00

%10

0,00

%R

omga

r, S

.A.U

.A

v. C

ayet

ano

del T

oro,

23

Bj .

Cád

izC

ádiz

Sal

a V

ersa

lles,

S.A

.B

ingo

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y G

loba

l B

ingo

Sta

rs, S

.A.U

.B

ravo

Mur

illo,

309

Mad

ridM

adrid

SC

B A

lmira

nte

Dom

inic

ana ,

S.A

.C

asin

os10

0,00

%10

0,00

%S

CB

Car

ibe,

S.A

.U.

Av.

A. L

inco

ln ,

403,

La

Julia

S. D

omin

g oD

omin

ican

R.

SC

B A

nil D

omin

ican

a , S

.A.

Cas

inos

100,

00%

100,

00%

SC

B C

arib

e, S

.A.U

.A

v. M

áxim

o G

ómez

/ A

vda.

27

Febr

ero

Guz

man

Dom

inic

an R

.S

CB

del

Car

ibe,

S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

C/ 5

3 U

rb. O

barri

o S

wis

s To

wer

, Pis

o 16

Pan

ama

City

Pan

ama

SC

B H

isp a

niol

a D

omin

ican

a, S

.A.

Cas

inos

100,

00%

100,

00%

SC

B C

arib

e, S

.A.U

.A

v. A

. Lin

coln

/Cor

rea

y C

idro

nG

uzm

anD

omin

ican

R.

SC

B M

alec

on D

omin

ican

a , S

.A.

Cas

inos

100,

00%

100,

00%

SC

B C

arib

e, S

.A.U

.A

v. G

eorg

e W

ashi

ngto

n,ce

ntro

com

erci

al

Mal

ecón

San

to D

omin

g o

Guz

man

Dom

inic

an R

.S

CB

Mar

g arit

a, C

.A.U

.C

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

E

stad

o de

Nue

va E

spar

ta ( P

orla

mar

)Is

la M

arg a

rita

Ven

ezue

laS

ema

Aut

omat

ic, S

.A.U

.O

p era

tiona

l10

0,00

%10

0,00

%G

loba

l Gam

e M

achi

ne C

orp o

ratio

n, S

.A.U

.S

ierra

Tel

ar, 4

0 P

.I. L

a Ju

aida

Via

tor

Alm

ería

Ser

vi -

5, S

.A.

Bin

gos

-10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

. y G

loba

l B

ing o

Mad

rid, S

.A.U

.G

ener

al R

icar

dos,

54

Mad

ridM

adrid

Ser

vici

os In

teg r

ales

del

Jue

g o, A

.I.E

.S

truct

ure

100,

00%

100,

00%

Var

ios

Ctra

. Cas

tella

r, 29

8Te

rrass

aB

arce

lona

Sob

ima,

S.A

.U.

Bin

g os

100,

00%

100,

00%

Inte

rnat

iona

l Bin

go T

echn

olog

y, S

. A.U

.A

v. V

eláz

q uez

91-

93M

álag

aM

álag

aS

obre

a gua

s, S

.A.

Cas

inos

100,

00%

100,

00%

Sac

res,

S.A

.A

v. A

licia

Mor

ean

de J

usto

, 196

0, 1

º, of

ic 1

02B

ueno

s A

ires

Arg

entin

aS

ocie

dad

de In

vers

ione

s C

irsa

Chi

le L

imita

daC

asin

os10

0,00

%10

0,00

%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

C

omun

a de

los

Con

des

San

tiag o

de

Chi

leC

hile

Sod

emar

, S.L

.U.

Bin

g os

100,

00%

100,

00%

Rom

gar,

S.A

.U.

Sac

ram

ento

, 16

dup l

icad

oC

ádiz

Cád

izS

tern

al B

ay V

enez

uela

, C.A

.U.

B2B

100,

00%

100,

00%

Loto

Car

ibe,

S.L

.U.

Avd

a. F

co. d

e M

irand

aC

arac

asV

enez

uela

Tech

lotto

Co.

, Ltd

.U.

B2B

100,

00%

100,

00%

Red

de

Inte

rcon

exió

n de

And

aluc

ía, S

.L.U

.33

, You

ido-

Don

g, Y

eong

deun

gpo-

Gu

Seo

ulS

outh

Kor

eaTe

cnos

tar,

S.A

.U.

Cas

inos

100,

00%

100,

00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

Rin

cón,

512

Mon

tevi

deo

Uru

g uay

Tefle

, S.A

.U.

Bin

g os

100,

00%

100,

00%

Inte

rnat

iona

l Bin

go T

echn

olog

y, S

.A.U

Teno

r Fle

ta, 5

7Za

rag o

zaZa

rag o

zaTe

lma

Ene

a , S

.L.U

.B

ing o

s10

0,00

%10

0,00

%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

.S

evill

a, 1

0-14

Fron

tera

Cád

izTr

ebis

a, S

.A.U

.B

ingo

s-

100,

00%

Em

pres

a E

xplo

tado

ra d

el J

uego

del

Bin

go,

Bre

scia

, 19

Mad

ridM

adrid

Tro y

j ocs

, S.L

.O

p era

tiona

l10

0,00

%10

0,00

%C

irsa

Slo

t Cor

pora

tion,

S.L

.U.

Ctra

. De

Cas

tella

r, 29

8Te

rrass

aB

arce

lona

UD

ES

AC

asin

os10

0,00

%10

0,00

%S

CB

Car

ibe,

S.A

.U.

Nac

o)S

anto

Dom

ing o

Dom

inic

an R

.U

nide

sa A

r gen

tina,

S.A

.B

2B10

0,00

%10

0,00

%U

nive

rsal

de

Des

arro

llos

Ele

ctró

nico

s, S

. A

lsin

a, 1

729

Bue

nos

Aire

sA

rgen

tina

Uni

desa

Col

ombi

a , L

.T.D

.B

2B10

0,00

%10

0,00

%U

nive

rsal

de

Des

arro

llos

Ele

ctró

nico

s, S

. C

alle

52 ,

46

34 p

4M

edel

línC

olom

bia

Uni

desa

Eq u

ipm

ent,

S.A

.U.

B2B

100,

00%

100,

00%

Uni

vers

al d

e D

esar

rollo

s E

lect

róni

cos,

S.

241

Per

sim

ond

Stre

etJo

hann

esbu

rgS

outh

Afri

caU

nide

sa P

erú ,

S.A

.B

2B10

0,00

%10

0,00

%U

nive

rsal

de

Des

arro

llos

Ele

ctró

nico

s, S

. A

vda.

Jos

e P

ardo

, 513

, 8Li

ma

Per

u

F-214

Ann

ex I

List

of s

ubsi

diar

ies

Per

cent

a ge

Per

cent

age

of o

wne

rshi

pof

ow

ners

hip

Inve

stee

Act

ivity

2010

2009

Inve

stm

ent h

olde

rB

usin

ess

addr

ess

City

Pro

vinc

e / C

ount

ry

Uni

desa

Ven

ezue

la, C

.A.

B2B

100,

00%

100,

00%

Uni

vers

al d

e D

esar

rollo

s E

lect

róni

cos,

S.

Est

ado

de N

ueva

Esp

arta

( Por

lam

ar)

Por

lam

arV

enez

uela

Uni

p lay

, S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Ferm

ina

Sev

illan

o, 5

-7M

adrid

Mad

ridU

nive

rsal

de

Cas

inos

, S.A

.C

asin

os50

, 01%

-W

inne

r Gro

up, S

.A.

CI 2

2 6

53 C

entro

Bo g

otá

Col

ombi

aU

nive

rsal

de

Des

arro

llos

Ele

ctró

nico

s , S

. A.

B2B

100,

00%

100,

00%

Cirs

a G

amin

g C

orpo

ratio

n, S

.A.

Ctra

. Cas

tella

r, 29

8Te

rrass

aB

arce

lona

Ven

dim

atic

Cin

co H

ela ,

S.L

.U.

Op e

ratio

nal

100,

00%

100,

00%

Glo

bal G

ame

Mac

hine

Cor

p ora

tion,

S.A

.U.

Jaim

e Fe

rran,

5 P

.I. L

a C

ogul

lada

Zara

g oza

Zara

g oza

Ver

neda

90 ,

S.A

.U.

Bin

g os

100,

00%

100,

00%

Inte

rnat

iona

l Bin

g o T

echn

olog

y, S

.A.U

.G

uip u

zcoa

, 70

Bar

celo

naB

arce

lona

Win

Sis

tem

as -

SC

B A

r gen

tina,

U.T

.E.

B2B

99, 5

0%99

, 50%

Cas

ino

Bue

nos

Aire

s, S

.A.

Mar

celo

T. D

e A

lvea

r , 62

4 B

ueno

s A

ires

Arg

entin

aW

inne

r Gro

up, S

.A.

Cas

inos

50,0

1%75

,00%

Nec

os L

imite

d y

Pro

digy

Inve

stm

ent

Co r

pora

t ion

Avd

a.19

de

Nov

iem

bre,

122

-64

San

ta F

e de

B

ogot

á D

CC

olom

bia

Yum

bo S

an F

erna

ndo,

S.A

.B

ingo

s60

,00%

60,0

0%B

inga

mes

, S.A

.U. y

Glo

bal B

ingo

C

o rpo

rat io

n, S

.A.U

.S

an F

erna

ndo,

48

San

tand

erC

anta

bria

Zara

j ueg

o, S

.L.U

.O

p era

tiona

l10

0,00

%10

0,00

%G

loba

l Gam

e M

achi

ne C

orp o

ratio

n, S

.A.U

.Ja

ime

Ferra

r, P

.I. L

a C

ogul

lada

Zara

g oza

Zara

g oza

F-215

Ann

ex I

List

of m

ultig

roup

com

pani

esP

erce

ntag

eP

erce

ntag

eof

ow

ners

hip

of o

wne

rshi

pIn

vest

eeA

ctiv

ity20

1020

09In

vest

men

t hol

der

Bus

ines

s ad

dres

sC

ityP

rovi

nce/

Cou

ntry

Ala

vera

, S.A

.C

asin

os50

, 00%

50, 0

0%S

acre

s, S

.A.

Av.

Alic

ia M

orea

u de

Jus

to, 1

960

Bue

nos

Aire

sA

rgen

tina

And

y G

ames

, S.R

.L.

Op e

ratio

nal

25, 5

0%-

Roy

al G

ames

, S.R

.L.

Com

une

di M

ilano

Mila

nIta

lyA

OG

, S.r.

l.B

ingo

s50

,00%

50,0

0%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

. y G

ema

Srl.

U.

Vía

Gal

ieo

Gal

ilei,

20S

ilea

(TV

)Ita

ly

Ariv

, S.A

.B

2B50

, 00%

50, 0

0%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S

.A.U

.R

io B

amba

, 927

, 14-

EB

ueno

s A

ires

Arg

entin

aA

utom

átic

os L

aom

ar, S

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.C

/Sie

rra T

elar

, 40

Via

tor

Alm

eria

Aut

omát

icos

Man

cheg

os, S

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Glo

bal A

mus

emen

t Par

tner

s C

orpo

ratio

n,

Pio

III,

13A

lcaz

ar d

e S

an J

uan

Ciu

dad

Rea

lB

inel

ec, S

.L.

B2B

50, 0

0%50

, 00%

Uni

vers

al d

e D

esar

rollo

s E

lect

róni

cos,

S.A

.A

tena

s, 4

5M

álag

aM

álag

aB

ingo

Am

ico,

S.r.

l.B

ingo

s50

, 00%

50, 0

0%G

ema,

S.r.

l.U.

Pz.

Fer

reto

, 55

AM

estre

Italy

Bin

g o E

lect

róni

co d

e M

éxic

o, S

.L. D

e C

.V.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.B

osqu

e de

Dur

azno

s, 6

1 3

b, B

osqu

es

Lom

asM

exic

o C

ityM

exic

oB

ing o

s A

ndal

uces

, S.A

.B

ing o

s50

, 00%

50, 0

0%G

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.A

sunc

ión,

3

Sev

illa

Sev

illa

Bin

g os

Ben

idor

m, S

.A.

Bin

g os

50, 0

0%50

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Pla

za D

octo

r Fle

min

g, s

/nB

enid

orm

Alic

ante

Bin

savo

, S. A

.B

ing o

s50

, 00%

50, 0

0%G

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.R

uiz

Mor

ote,

5A

lcaz

ar d

e S

an J

uan

Ciu

dad

Rea

lB

umex

Lan

d , S

.L.

Bin

g os

50, 0

0%60

, 00%

Glo

bal B

ingo

Cor

pora

tion,

S.A

.U.

Elc

ano,

30-

32B

ilbao

V

izca

y aC

asin

o de

Ros

ario

, S.A

.C

asin

os50

, 00%

50, 0

0%C

asin

o B

ueno

s A

ires,

S.A

.C

/Cór

doba

, 136

5,P

iso

5 of

. 508

San

ta F

e-R

osar

ioA

rgen

tina

Cas

ino

la T

o ja,

S.A

.C

asin

os50

, 00%

50, 0

0%G

loba

l Cas

ino

Tech

nolo

gy C

orpo

ratio

n,

Isla

de

La T

oja

El G

rove

Pon

teve

dra

CB

A-C

IES

A, U

TEC

asin

os50

, 00%

50, 0

0%C

asin

o B

ueno

s A

ires,

S.A

.C

/Raw

son

de D

elle

p ian

e, s

/nB

ueno

s A

ires

Arg

entin

aC

omdi

bal 2

000,

S. L

.B

2B50

, 00%

50, 0

0%G

loba

l Man

ufac

turin

g C

orp o

ratio

n, S

.L.U

.P

l. E

ls B

ello

ts, c

/ del

Aire

, 1Te

rrass

aB

arce

lona

Com

p etic

ione

s D

epor

tivas

, S.A

.C

asin

os50

, 00%

50, 0

0%G

amin

g &

Ser

vice

s de

Pan

amá,

S.A

.C

alle

50

y 73

Est

e S

an F

ranc

isco

Pan

ama

City

Pan

ama

Com

prav

enta

Máq

uina

s R

ecre

ativ

as M

oran

, S

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.G

erm

an B

erna

cer,

22 P

.I. E

lche

P

arq u

e In

d.E

lche

Alic

ante

Edm

o, S

.R.L

.U.

Bin

g os

50, 0

0%-

A.O

.G.,

S.r.

l.V

ia G

iorg

io W

ashi

ngto

n, 9

7M

ilan

Italy

Ele

ctró

nico

s P

isue

rga,

S.A

.B

2B50

, 00%

50, 0

0%G

loba

l Man

ufac

turin

g C

orp o

ratio

n, S

.L.U

.M

etal

, 2V

alla

dolid

Val

lado

lidE

lect

róni

cos

Truj

illan

os, S

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Glo

bal A

mus

emen

t Par

tner

s C

orpo

ratio

n,

Avd

a. G

uada

lup e

, 14

Truj

illo

Các

eres

Em

j uca

sa, S

.A.

Cas

inos

50,0

0%50

,00%

Cirs

a In

tern

atio

nal G

amin

g C

orpo

ratio

n,

S.A

.U.

Bac

acay

, 278

9 p i

so 5

-20

Bue

nos

Aire

sA

rgen

tina

Ext

rem

eña

de e

xplo

taci

ones

recr

eativ

as y

de

j ueg

o, S

.L.

Bin

g os

50, 0

0%50

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

C/A

nton

io d

e C

abez

ón, 8

9M

adrid

Mad

ridFe

stila

ndia

, S.L

.U.

Op e

ratio

nal

50, 0

0%50

, 00%

Res

tava

l, S

.A.

Ave

nida

del

Med

iterrá

neo,

20

Ben

idor

mA

lican

teFl

amin

g o E

urom

atic

-100

, S.L

.U.

Op e

ratio

nal

50, 0

0%50

, 00%

Orla

ndo

Pla

y, S

.A.

P.l.

La

Juai

da, C

/Sie

rra T

elar

, 40

Via

tor

Alm

ería

Full

Gam

es, S

.r.l.

Op e

ratio

nal

-50

, 00%

Cirs

a Ita

lia, S

.A.

Vía

Cai

roli

23/A

Cag

liari

Italy

Ghi

st, S

.R.L

.O

p era

tiona

l25

, 00%

-R

oyal

Gam

es, S

.R.L

.V

iale

Mon

teg r

app a

, 4P

avia

Italy

Gio

chig

enov

a, S

.R.L

.O

p era

tiona

l50

, 00%

-A

llgam

es, S

.R.L

.U.

Via

Col

Din

o, 6

Gen

ova

Italy

Gol

dpla

y, S

.A.U

. (an

tes

Cam

p orro

, S.A

.)O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.S

ierra

Tel

ar, s

/n P

.I. L

a Ju

aida

Via

tor

Alm

ería

Gol

den p

lay,

S.L

.U.

Op e

ratio

nal

50, 0

0%50

, 00%

Orla

ndo

Pla

y, S

.A.

Ger

man

Ber

nace

r, 22

P.I.

Elc

he

Par

q ue

Ind.

Elc

heA

lican

teH

appy

Gam

es, S

.R.L

.O

p era

tiona

l25

, 00%

-R

oyal

Gam

es, S

.R.L

.V

ia Z

app e

llini

, 6B

usto

Ars

izio

Italy

Jueg

os S

an J

osé,

S. A

.B

ingo

s47

,50%

47,5

0%G

loba

l Bin

go C

orpo

ratio

n, S

.A.U

.G

ener

al M

as D

e G

amin

de, 4

7 B

ajos

Las

Pal

mas

G.C

.G

ran

Can

aria

La C

afet

ería

del

Bin

g o, S

.L.

Bin

g os

50,0

0%50

,00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Asu

nció

n, 3

Sev

illa

Sev

illa

Mad

rileñ

a de

Exp

lota

cion

es R

ecre

ativ

as y

de

Jue

g o, S

.A.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.C

/Ant

onio

de

Cab

ezón

, 89

Mad

ridM

adrid

Mar

cham

atic

Inda

lo, S

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.C

/Sie

rra T

elar

, 40

Via

tor

Alm

eria

Med

iterra

nea

de e

xplo

taci

ones

recr

eativ

as y

de

j ueg

o, S

.L.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.C

/Ant

onio

de

Cab

ezón

, 89

Mad

ridM

adrid

Met

roni

a C

R, S

.A.

Bin

g os

50, 0

0%50

, 00%

Pla

y To

Win

, S.L

.S

an J

osé-

Tiba

s S

an J

uan

100m

nor

te

450

m o

este

Tiba

sC

osta

Ric

aM

etro

nia

Pan

ama,

S.A

.B

ing o

s50

, 00%

50, 0

0%P

lay

To W

in, S

.L.

Av.

Bal

boa

Edi

f.Bay

Hal

l Pla

zaP

anam

a C

ityP

anam

aM

ollj o

c S

. XX

I, S

.A.U

.B

ing o

s50

, 00%

50, 0

0%R

esid

enci

al T

ibid

abo,

S.A

.M

allo

rca,

270

Bar

celo

naB

arce

lona

Mon

teca

rlo A

ndal

ucía

, S.L

.B

ing o

s50

, 00%

50, 0

0%G

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.A

v. C

ruz

del C

amp o

, 49

Sev

illa

Sev

illa

Mul

ticas

ino,

S.A

.C

asin

os50

, 00%

50, 0

0%G

amin

g &

Ser

vice

s de

Pan

amá,

S.A

.C

alle

50,

Cal

le 7

3 E

ste

Pan

ama

City

Pan

ama

New

Lao

mar

, S.L

.U.

Op e

ratio

nal

50, 0

0%50

, 00%

Orla

ndo

Pla

y, S

.A.

c/S

ierra

Tel

ar, 4

0V

iato

rA

lmer

iaO

p a S

ervi

ces,

S.r.

l.B

ing o

s30

,00%

30,0

0%A

.O.G

., S

.r.l.

Gal

leria

del

Cor

so, 3

Rom

aIta

ly

F-216

Ann

ex I

List

of m

ultig

roup

com

pani

esP

erce

ntag

eP

erce

ntag

eof

ow

ners

hip

of o

wne

rshi

pIn

vest

eeA

ctiv

ity20

1020

09In

vest

men

t hol

der

Bus

ines

s ad

dres

sC

ityP

rovi

nce/

Cou

ntry

Ope

rado

ra d

e E

xplo

taci

ones

Rec

reat

ivas

y

de J

ueg o

, S.L

.B

ing o

s50

, 00%

50, 0

0%P

lay

To W

in, S

.L.

Ant

onio

Cab

ezón

, 89

Mad

ridM

adrid

Orla

ndo

Italia

, S.r.

l.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.M

ilano

Fio

ri, S

trada

2, P

alaz

zo D

4A

ssag

oIta

lyO

rland

o P

lay,

S.A

.O

p era

tiona

l50

, 00%

50, 0

0%G

loba

l Gam

e M

achi

ne C

orpo

ratio

n, S

.A.U

.S

ierra

Tel

ar, 4

0 P

.I. L

a Ju

aida

Via

tor

Alm

ería

Pla

y to

Win

, S.L

.B

ing o

s50

, 00%

50, 0

0%G

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.A

nton

io C

abez

ón, 8

9M

adrid

Mad

ridP

olis

p ace

, S.L

.U.

B2B

50, 0

0%50

, 00%

Bin

elec

, S.L

.A

tena

s, 4

5M

álag

aM

álag

aP

osbi

ntra

, S.A

.B

ing o

s50

, 00%

50, 0

0%G

loba

l Bin

g o C

orp o

ratio

n, S

.A.U

.M

allo

rca,

270

Bar

celo

naB

arce

lona

Rec

reat

ivos

Bi g

ar, S

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Cirs

a S

lot C

orpo

ratio

n, S

.L.U

.P

aseo

Uba

rbur

u, 3

7S

an S

ebas

tián

Gui

p úzc

oaR

ecre

ativ

os J

eron

i Orfi

la, S

.L.

Op e

ratio

nal

50, 0

0%50

, 00%

Cirs

a S

lot C

orpo

ratio

n, S

.L.U

.C

/Em

ili D

arde

r Bat

le, 4

Pal

ma

de M

allo

rca

Bal

eare

sR

ecre

ativ

os M

anch

e gos

, S.L

.O

p era

tiona

l50

, 00%

50, 0

0%G

loba

l Am

usem

ent P

artn

ers

Cor

pora

tion,

C

/Pío

III,

13A

lcaz

ar d

e S

an J

uan

Ciu

dad

Rea

lR

ecre

ativ

os O

ciom

ar L

evan

te, S

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.C

tra. D

e C

aste

llar,

298

Terra

ssa

Bar

celo

naR

ecre

ativ

os P

anae

mi ,

S.L

.U.

Op e

ratio

nal

50, 0

0%50

, 00%

Orla

ndo

Pla

y, S

.A.

núm

.104

Mur

cia

Mur

cia

Rec

reat

ivos

Poz

uelo

, S.L

.O

p era

tiona

l50

, 00%

50, 0

0%G

loba

l Am

usem

ent P

artn

ers

Cor

pora

tion,

C

/Cos

tani

lla d

el O

livar

, 2P

ozue

lo d

e A

larc

ónM

adrid

Rec

reat

ivos

Rut

e , S

.L.U

.O

p era

tiona

l50

, 00%

50, 0

0%O

rland

o P

lay,

S.A

.S

ierra

Tel

ar, s

/n P

.I. L

a Ju

aida

Via

tor

Alm

ería

Red

de

Jueg

os y

Ap u

esta

s de

Mad

rid, S

.A.

Bin

g os

40, 0

0%40

, 00%

Var

ios

C/E

varis

to S

an M

igue

l, 2

Mad

ridM

adrid

Res

iden

cial

Tib

idab

o , S

.A.

Bin

g os

50, 0

0%50

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Mal

lorc

a, 2

70B

arce

lona

Bar

celo

naR

esta

val ,

S.A

.O

p era

tiona

l50

, 00%

50, 0

0%C

irsa

Slo

t Cor

p ora

tion,

S.L

.U.

Gua

dalq

uivi

r, 84

Hor

no d

e A

lced

oV

alen

cia

Roy

albe

t, S

.R.L

.O

p era

tiona

l47

, 50%

-R

oyal

Gam

es, S

.R.L

.V

ia R

ism

ondo

, 4P

avia

Italy

Roy

al B

et, S

.R.L

.O

p era

tiona

l50

, 00%

-R

oyal

Gam

es, S

.R.L

.R

o yal

Gam

es, S

.R.L

.O

p era

tiona

l50

, 00%

-A

llgam

es, S

.R.L

.U.

Via

F. R

ism

ondo

, nº 4

Pav

iaIta

lyS

ala

Val

enci

a, S

.A.

Bin

g os

50, 0

0%50

, 00%

Glo

bal B

ing o

Cor

p ora

tion,

S.A

.U.

Cue

nca,

20

Val

enci

aV

alen

cia

Ser

disg

a 20

00, S

. L.

B2B

50, 0

0%50

, 00%

Glo

bal M

anuf

actu

ring

Cor

p ora

tion,

S.L

.U.

Av.

Fin

iste

rre, 2

83La

Cor

uña

La C

oruñ

aS

ervi

troni

c A

ndal

ucía

, S. L

.B

2B50

, 00%

50, 0

0%G

loba

l Man

ufac

turin

g C

orp o

ratio

n, S

.L.U

.P

ol. A

erop

uerto

Sec

tor A

-2, P

1, N

4S

evill

aS

evill

aS

GR

, S.R

.L.

Op e

ratio

nal

25, 0

0%-

Roy

al G

ames

, S.R

.L.

Via

Bra

vant

i, 7

Pia

cenz

aIta

lyS

ilver

Cup

Gam

ing,

Inc.

Cas

inos

50, 0

0%50

, 00%

Cirs

a P

anam

á, S

.A.U

.E

ste

Pan

ama

City

Pan

ama

Sp o

rtium

Ap u

esta

s D

epor

tivas

, S.A

.O

p era

tiona

l50

, 00%

50, 0

0%C

irsa

Slo

t Cor

p ora

tion,

S.L

.U.

C/S

anta

Mª M

agda

lena

, 10-

12M

adrid

Mad

ridTe

j ebi

n, S

.A.U

.B

ing o

s47

, 50%

47, 5

0%Ju

egos

San

Jos

é, S

.A.

Gen

eral

Mas

De

Gam

inde

, 47

Baj

osLa

s P

alm

as G

.C.

Gra

n C

anar

iaTi

rreno

Gam

es, S

RL

Op e

ratio

nal

50, 0

0%50

, 00%

Cirs

a Ita

lia, S

.A.

Via

Oro

sei,

s/n

Nav

acch

io ( C

asci

na)

Italy

Tray

lon,

S.A

.C

asin

os50

, 00%

50, 0

0%S

acre

s, S

.A.

Ach

aval

, 359

Bue

nos

Aire

sA

rgen

tina

Vas

ca d

e E

x plo

taci

ones

y d

e Ju

ego,

S.L

.B

ing o

s50

, 00%

50, 0

0%P

lay

To W

in, S

.L.

C/A

nton

io d

e C

abez

ón, 8

9M

adrid

Mad

rid

F-217

Ann

ex I

List

of a

ssoc

iate

sP

erce

ntag

eP

erce

ntag

eof

ow

ners

hip

of o

wne

rshi

pIn

vest

eeA

ctiv

ity20

1020

09In

vest

men

t hol

der

Bus

ines

s ad

dres

sC

ityP

rovi

nce/

Cou

ntry

Bar

u-S

pele

s, S

IAO

pera

tiona

l49

,00%

49,0

0%C

irsa

Inte

rnat

iona

l Gam

ing

Cor

pora

tion,

S.A

.U.

Pils

onul

ela,

1Ju

rmal

aLa

tvia

Cas

ino

de A

stur

ias,

S.A

.C

asin

os40

,00%

40,0

0%G

loba

l Cas

ino

Tech

nolo

gy C

orpo

ratio

n, S

.A.U

.N

ava,

8G

ijón

Ast

uria

sC

ompa

ñía

Eur

opea

de

Sal

ones

Rec

reat

ivos

, S.L

.U.

B2B

20,0

0%20

,00%

Uni

vers

al d

e D

esar

rollo

s E

lect

roni

cos ,

S.A

.B

lasc

o de

Gar

ay, 7

0 - 1

º B

Mad

ridM

adrid

Giro

nina

de

Bin

gos,

S.L

.B

ingo

s20

,60%

20,6

0%In

tern

atio

nal B

ingo

Tec

hnol

ogy,

S.A

.U.

Vía

Lai

etan

a, 5

1B

arce

lona

Bar

celo

naR

ecre

ativ

os T

rece

, S.L

.O

pera

tiona

l32

,00%

32,0

0%U

rban

Lei

sure

, S.L

.C

tra. R

ellin

ars ,

345

Terra

ssa

Bar

celo

naU

rban

Lei

sure

, S.L

.O

pera

tiona

l32

,00%

32,0

0%G

loba

l Am

usem

ent P

artn

ers

Cor

pora

tion,

C

tra. R

ellin

ars,

345

Terra

ssa

Bar

celo

naV

alen

cian

a de

Pro

duct

os E

lect

ricos

, S.L

.B

2B-

20,1

0%U

nive

rsal

de

Des

arro

llos

Ele

ctro

nico

s, S

.A.

Dis

sabt

es, 2

P.I.

Alq

ueria

de

Mor

etP

ican

yaV

alen

cia

Vap

rege

stec

Gam

ing,

S.L

.B

2B-

20,0

0%V

alen

cian

a de

Pro

duct

os E

léct

ricos

, S.L

.D

issa

btes

, 2 P

.I. A

lque

ria d

e M

oret

Pic

any a

Val

enci

aFi

anza

s y

Ser

vici

os F

inan

cier

os, S

GR

Stru

ctur

e35

,23%

35,2

3%O

ther

Raf

ael S

alga

do, 1

9 3º

Mad

ridM

adrid

F-218

Balance Sheet September 30, 2013

CGC Consolidated

Thousands of Euros Parent Guarantors Non-guarantors

Company Subsidiaries Subsidiaries Eliminations Consolidated

Assets

Intangibles 89,352 92,274 181,626

Goodwill 15,110 176,404 191,513

Property, plant & Equipment 568 116,725 297,094 491 414,878

Financial Assets 630,104 381,051 846,390 -1,711,450 146,094

Deferred income tax assets 17,358 34,638 26,111 78,107

Total Non-current assets 648,031 636,875 1,438,272 -1,710,960 1,012,218

Inventories 14 8,178 4,534 -65 12,661

Accounts Receivable 1,888 74,269 172,273 -34,967 213,463

Financial assets 441,673 172,606 124,200 -704,206 34,273

Cash and cash equivalents 23,006 25,673 44,127 -869 91,935

Other 592 16,729 -6,037 11,284

Total Current Assets 467,173 297,455 339,098 -740,107 363,617

TOTAL ASSETS 1,115,203 934,330 1,777,370 -2,451,067 1,375,835

Equity and Liabilities

Share Capital 24,577 24,577

Share Premium 9,500 9,500

Reserves 153,232 367,084 407,997 -873,870 54,443

Cummulative Transaction Reserve -1,278 -171,737 -2,833 -175,849

Consolidated Result for the period -29,130 16,227 -9,453 -19,315 -41,671

Treasury stock -184 -184

Minority interest 76,526 76,526

Total Net Equity 157,996 382,032 303,332 -896,018 -52,658

Provisions 2,831 9,768 11,194 23,793

Credit Institutions 31,212 15,540 54,943 -16,590 85,105

Bonds -794 761,755 794 761,755

Tax authorities 1,115 1,115

Other Creditors 800,570 35,652 72,293 -871,701 36,814

Deferred income tax liabilities 3,785 12,255 36,694 -0 52,734

Total Non-current liabilities 837,603 73,215 937,995 -887,497 961,316

Credit Institutions -16,228 7,722 48,223 16,590 56,307

Bonds 24,368 24,368

Accounts Payable 562 27,237 149,084 -51,048 125,834

Other creditors 135,270 443,768 272,198 -633,094 218,143

Current income tax payable 355 42,170 42,525

Total Current Liabilities 119,604 479,083 536,043 -667,553 467,177

TOTAL LIABILITIES 1,115,203 934,330 1,777,370 -2,451,067 1,375,835

F-219

P&L September 30, 2013

CBC Consolidated

Parent Guarantors Non-guarantors

Thousands of Euros Company Subsidiaries Subsidiaries Eliminations Consolidated

Operating revenues 623 581,115 625,661 -31,134 1,176,265

Bingo prizes

Variable rent -119,804 -41,092 94 -160,802

Net operating revenues 623 461,312 584,569 -31,040 1,015,463

Comsumptions -6 -31,565 -27,988 9,099 -50,459

Personnel -2,709 -51,707 -126,338 2 -180,752

Gaming taxes -32 -231,547 -144,412 -375,992

External supplies and services -6,927 -71,993 -134,597 21,510 -192,007

Depreciation, amortization and impairment -67 -44,395 -81,956 98 -126,320

EBIT -9,119 30,105 69,278 -331 89,932

EBITDA -9,052 74,500 151,234 -430 216,252

Financial results -32,524 6,080 -26,286 -19,045 -71,775

Foreign exchange results -53 364 -5,279 -4,968

Results on sale of non-current assets 82 -2,122 -3,695 61 -5,673

Profit before Tax -41,614 34,426 34,018 -19,315 7,515

Income tax 12,484 -18,199 -36,048 -41,763

Minority interest -7,423 -7,423

Net profit -29,130 16,227 -9,453 -19,315 -41,671

F-220

F-221

F-222

F-223

F-224

F-225

F-226

F-227

F-228

F-229

F-230

F-231

F-232

F-233

F-234

F-235

F-236

F-237

F-238

F-239

F-240

F-241

F-242

F-243

F-244

F-245

F-246

F-247

F-248

F-249

F-250

F-251

F-252

F-253

Registered Office of the IssuerCirsa Funding Luxembourg S.A.

58, rue Charles MartelL-2134 Luxembourg

Parent GuarantorCirsa Gaming Corporation, S.A.

Carretera de Castellar, 298Terrassa, Spain

Initial PurchaserDeutsche Bank AG, London Branch

Winchester House1 Great Winchester Street

London EC2N 2DBUnited Kingdom

Legal Advisors to the Issueras to Spanish law as to United States law

J&A Garrigues, S.L.P. Linklaters LLPAvenida Diagonal, 654 One Silk Street

Barcelona, Spain London EC2Y 8HQ, United Kingdom

Legal Advisors to the Initial Purchaseras to Spanish law as to United States law

Clifford Chance S.L. Simpson Thacher & Bartlett LLPPaseo de la Castellana, 110 CityPoint

Madrid, Spain One Ropemaker StreetLondon EC2Y 9HU, United Kingdom

Legal Advisors to the Issuer and the Initial PurchaserArgentinean Counsel Italian Counsel Panama Counsel

Cabanellas � Etchebarne � Kelly Studio Legale Associato in Morgan & MorganSan Martın 323, 17th Floor association MMG Tower, 16th FloorC1004AAG Buenos Aires with Linklaters LLP 53rd E Street, Marbella

via Broletto, 9 Panama City, Panama20121, Milan, Italy

Luxembourg Counsel Colombian CounselLinklaters LLP Gomez-Pinzon Zuleta Abogados S.A.,

35 Avenue John F. Kennedy Calle 67, No. 7-35P.O. Box 1107 Oficina 1204

L-1011 Luxembourg Bogota, Colombia

Independent AuditorsErnst & Young S.L.

Avenida Sarria, 102-106Barcelona, Spain

Trustee Luxembourg Listing Agent, Transfer Agent and PrincipalRegistrar and Luxembourg Transfer Paying Agent

and Paying AgentDeutsche Trustee Company Limited Deutsche Bank Luxembourg S.A. Deutsche Bank AG, London Branch

Winchester House 2 Boulevard Konrad Adenauer Winchester House1 Great Winchester Street L-1115 Luxembourg 1 Great Winchester Street

London EC2N 2DB London EC2N 2DBUnited Kingdom United Kingdom

Legal Advisors to the TrusteeWhite & Case LLP5 Old Broad Street

London EC2N 1DWUnited Kingdom

2JAN201403285808

We have not authorized any dealer,salesperson or other person to give any informationor represent anything to you other than theinformation contained in this listing circular. Youmust not rely on unauthorized information orrepresentations.

LISTING CIRCULARThis listing circular does not offer to sell orask for offers to buy any of the securities in anyjurisdiction where it is unlawful, where the personmaking the offer is not qualified to do so, or to anyperson who cannot legally be offered the securities.

The information in this listing circular iscurrent only as of the date on the cover page, and E120,000,000may change after that date. For any time after thecover date of this listing circular, we do not representthat our affairs are the same as described or that theinformation in this listing circular is correct, nor dowe imply those things by delivering this listingcircular or selling securities to you.

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . 1RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . 19USE OF PROCEEDS . . . . . . . . . . . . . . . . . . 51CAPITALIZATION . . . . . . . . . . . . . . . . . . . . 52 Cirsa Funding Luxembourg S.A.SELECTED CONSOLIDATED FINANCIAL a finance subsidiary of

INFORMATION AND OTHER DATA . . . . . 53 Cirsa Gaming Corporation, S.A.OPERATING AND FINANCIAL REVIEW

AND PROSPECTS . . . . . . . . . . . . . . . . . . . 568.750% Senior NotesTHE SPANISH GAMING MARKET . . . . . . . . 104

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . 107 due 2018REGULATION . . . . . . . . . . . . . . . . . . . . . . . 132MANAGEMENT . . . . . . . . . . . . . . . . . . . . . 148 guaranteed byPRINCIPAL SHAREHOLDERS . . . . . . . . . . . 151

Cirsa Gaming Corporation, S.A.CERTAIN RELATIONSHIPS AND RELATEDPARTY TRANSACTIONS . . . . . . . . . . . . . . 152 and certain of its Subsidiaries

DESCRIPTION OF CERTAININDEBTEDNESS . . . . . . . . . . . . . . . . . . . . 154

DESCRIPTION OF THE NOTES . . . . . . . . . . 160BOOK-ENTRY, SETTLEMENT AND

CLEARANCE . . . . . . . . . . . . . . . . . . . . . . 216MATERIAL TAX CONSIDERATIONS . . . . . . . 219ERISA CONSIDERATIONS . . . . . . . . . . . . . . 229NOTICE TO INVESTORS . . . . . . . . . . . . . . . 231 Sole BookrunnerPLAN OF DISTRIBUTION . . . . . . . . . . . . . . 235LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . 236 Deutsche BankWHERE YOU CAN FIND OTHER

INFORMATION . . . . . . . . . . . . . . . . . . . . 236 February 3, 2014INDEPENDENT AUDITORS . . . . . . . . . . . . . 237SERVICE OF PROCESS AND

ENFORCEMENT OF CIVIL LIABILITIES . . 237LISTING AND GENERAL INFORMATION . . . 240INDEX TO FINANCIAL STATEMENTS . . . . . F-1