[6-K] Codere Online Luxembourg, S.A. Current Report (Foreign Issuer)
Codere Online Luxembourg, S.A. has called its 2026 annual general meeting of shareholders for June 30, 2026 at 1:00 p.m. Luxembourg time at its registered office. Shareholders of record at close of business on June 11, 2026 may attend or vote by proxy.
The agenda includes approval of the statutory annual accounts for the year ended December 31, 2025, which show a loss of EUR 7,774,230.36, the decision to carry this loss forward, and the grant of discharge to the statutory auditor and each director for their 2025 duties. Shareholders will also vote on reappointing all current directors and appointing Michel Lecoq as statutory auditor through the meeting approving 2028 accounts, plus authorizing up to EUR 500,000 per year in aggregate director remuneration until the 2027 meeting.
A key proposal would renew and restate the Company’s authorised share capital at EUR 100,000,000, represented by 100,000,000 shares of EUR 1 each, for five years. The board would gain authority to issue shares and convertible instruments within this limit and to limit or cancel shareholders’ preferential subscription rights, mainly to satisfy long-term incentive plans and outstanding warrants. Amended articles would reflect these powers. The convening notice details quorum requirements, voting majorities and procedures for attendance, proxy submission and data protection.
Positive
- None.
Negative
- None.
Insights
AGM bundles routine approvals with renewed capital-raising flexibility.
Codere Online is asking shareholders at the June 30, 2026 AGM to approve 2025 accounts showing a EUR 7.77M loss, grant discharge to directors and the statutory auditor, and renew all director mandates. These are standard annual governance items.
The more structural proposal renews authorised share capital of EUR 100M, equal to 100,000,000 shares at EUR 1 nominal, for five years. The board would be able to issue shares and convertible instruments and to limit or cancel preferential subscription rights, particularly to satisfy long term incentive plans and existing warrants.
This framework does not itself issue new shares but defines the capacity for future equity-linked actions. Actual dilution will depend on how much of the authorised capital is used and under which instruments. Investors may look to future disclosures on LTIP grants, warrant exercises and any capital increases implemented under this renewed authority.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-41107
Codere Online Luxembourg, S.A.
(Translation of registrant's name into English)
7 rue Robert Stümper
L-2557 Luxembourg,
Grand Duchy of Luxembourg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Codere Online Luxembourg, S.A.
Explanatory note
Convening of annual general meeting of shareholders
On June 17, 2026, Codere Online Luxembourg, S.A. (the “Company”) announced its 2026 Annual General Meeting of Shareholders (“AGM”) to be held on June 30, 2026 at the registered office of the Company.
A press release regarding the AGM as well as the convening notice and a report from the Company’s board of directors addressing points 23 and 24 of the agenda are furnished as Exhibits 99.1, 99.2 and 99.3, respectively (and collectively the “Exhibits”), to this Report on Form 6-K.
The information in the attached Exhibits is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |||
| 99.1 | Press release dated June 17, 2026 | |||
| 99.2 | Convening Notice to the General Meeting of Shareholders to be held on June 30, 2026 | |||
| 99.3 | Report from the Company’s Board of Directors addressing points 23 and 24 of the agenda |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Codere Online Luxembourg, S.A. | ||
| (Registrant) | ||
| Date: June 17, 2026 | By: | /s/ Marcus Arildsson |
| Name: | Marcus Arildsson | |
| Title: | Chief Financial Officer | |
EXHIBIT 99.1
Codere Online Announces 2026 Annual General Meeting of Shareholders
Luxembourg, Grand Duchy of Luxembourg, June 17, 2026 (GLOBE NEWSWIRE) – Codere Online Luxembourg, S.A. (Nasdaq: CDRO / CDROW) (the “Company” or “Codere Online”), a leading online gaming operator in Spain and Latin America, today announced that its 2026 Annual General Meeting of Shareholders (“AGM”) will be held on June 30, 2026 at 1:00 PM CET at the registered office of the Company.
The convening notice of the AGM, including the agenda, proposed resolutions, and voting instructions, as well as a report from the Company’s board of directors for points 23 and 24 of the agenda are available on the Shareholders Meetings section of the Company’s website at codereonline.com and are being furnished to the U.S. Securities and Exchange Commission on Form 6-K.
Shareholders of record as of the close of business on June 11, 2026 are entitled to attend and vote at the meeting.
About Codere Online
Codere Online refers, collectively, to Codere Online Luxembourg, S.A. and its subsidiaries. Codere Online launched in 2014 as part of the renowned casino operator Codere Group. Codere Online offers online sports betting and online casino through its state-of-the art website and mobile applications. Codere currently operates in its core markets of Spain, Mexico, Colombia, Panama and Argentina. Codere Online’s online business is complemented by Codere Group’s physical presence throughout Latin America, forming the foundation of the leading omnichannel gaming and casino presence.
For more information, please contact:
Investors and Media
Guillermo Lancha
Director, Investor Relations and Communications
Guillermo.Lancha@codereonline.com
(+34) 628.928.152
Exhibit 99.2
Codere Online Luxembourg, S.A.
Société anonyme
Registered office: 7, rue Robert Stümper L-2557 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B255798
CONVENING
NOTICE TO THE ANNUAL GENERAL MEETING OF THE
SHAREHOLDERS OF CODERE ONLINE LUXEMBOURG, S.A. (THE
“COMPANY”) TO BE HELD AT THE
REGISTERED OFFICE OF THE COMPANY
ON 30 JUNE 2026 AT 1:00 P.M. (LUXEMBOURG TIME)
Dear Shareholders,
The board of directors of the Company (the "Board of Directors") is pleased to invite you to participate in the annual general meeting of shareholders of the Company (the "Annual General Meeting" or the "General Meeting") to be held at the registered office of the Company on 30 June 2026 at 1:00 p.m. (Luxembourg time), in front of a Luxembourg notary public, with the following agenda items:
Agenda of the Annual
General Meeting
| 1. | Presentation of the report of the statutory auditor (commissaire aux comptes) of the Company on the statutory annual accounts of the Company for the financial year of the Company starting on 1 January 2025 and ending on 31 December 2025 (hereafter, the "financial year ended 31 December 2025"). |
No resolution is required on this item.
| 2. | Presentation and approval of the statutory annual accounts of the Company for the financial year ended 31 December 2025. |
Proposed resolution:
After presentation and review of the statutory annual accounts for the financial year ended 31 December 2025, and of the report of the statutory auditor (commissaire aux comptes) of the Company on such statutory annual accounts, the General Meeting resolves to approve the statutory annual accounts of the Company for the financial year ended 31 December 2025.
| 3. | Allocation of the financial results in relation to the financial year ended 31 December 2025. |
Proposed resolution:
The General Meeting acknowledges that it appears from the statutory annual accounts of the Company for the financial year ended 31 December 2025 that the financial results for the financial year ended 31 December 2025 consist of a loss amounting to EUR 7,774,230.36- and resolves to carry forward such loss.
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| 4. | Discharge to be granted to the statutory auditor (commissaire aux comptes) of the Company, Mr. Michel Lecoq, in respect of the performance of his duties during the financial year ended 31 December 2025. |
Proposed resolution:
The General Meeting resolves to grant full discharge to the statutory auditor (commissaire aux comptes) of the Company, Mr. Michel Lecoq, réviseur d'entreprises (Certified Public Auditor), residing at 39, Duarrefstrooss, L-9772 Troine, Grand Duchy of Luxembourg in respect of the performance of his duties during the financial year ended 31 December 2025.
| 5. | Discharge to be granted to Mr. Gonzaga Higuero in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025. |
Proposed resolution:
In accordance with Article 461-7 of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the “1915 Law”), the General Meeting resolves to grant full discharge to Mr. Gonzaga Higuero in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025.
| 6. | Discharge to be granted to Mr. Moshe Edree in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Moshe Edree in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025.
| 7. | Discharge to be granted to Mr. Borja Fernández Espejel in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Borja Fernández Espejel in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025.
| 8. | Discharge to be granted to Mr. Laurent Teitgen in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Laurent Teitgen in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025.
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| 9. | Discharge to be granted to Mr. Daniel Valdez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Daniel Valdez in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025.
| 10. | Discharge to be granted to Mr. Gabriel Saenz de Buruaga in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Gabriel Saenz de Buruaga in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025.
| 11. | Discharge to be granted to Mr. Oscar Iglesias in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Oscar Iglesias in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025.
| 12. | Discharge to be granted to Mr. Gaëtan Dumont in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025. |
Proposed resolution:
In accordance with Article 461-7 of the 1915 Law, the General Meeting resolves to grant full discharge to Mr. Gaëtan Dumont in respect of the performance of his duties as member of the Board of Directors during the financial year ended 31 December 2025.
| 13. | Decision to appoint with immediate effect Mr. Gonzaga Higuero to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 20265. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Gonzaga Higuero as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026.
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| 14. | Decision to appoint with immediate effect Mr. Moshe Edree to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Moshe Edree as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026.
| 15. | Decision to appoint with immediate effect Mr. Borja Fernández Espejel to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Borja Fernández Espejel as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026.
| 16. | Decision to appoint with immediate effect Mr. Laurent Teitgen to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Laurent Teitgen as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026.
| 17. | Decision to appoint with immediate effect Mr. Daniel Valdez to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Daniel Valdez as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026.
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| 18. | Decision to appoint with immediate effect Mr. Gabriel Saenz de Buruaga to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Gabriel Saenz de Buruaga as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026.
| 19. | Decision to appoint with immediate effect Mr. Oscar Iglesias to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Oscar Iglesias as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026.
| 20. | Decision to appoint with immediate effect Mr. Gaëtan Dumont to the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Gaëtan Dumont as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be held in 2027 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2026.
| 21. | Decision to appoint with immediate effect Mr. Michel Lecoq as statutory auditor (commissaire aux comptes) of the Company until the annual general meeting of the shareholders of the Company to be held in 2029 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2028. |
Proposed resolution:
The General Meeting resolves to appoint with immediate effect Mr. Michel Lecoq as statutory auditor (commissaire aux comptes) of the Company until the annual general meeting of the shareholders of the Company to be held in 2029 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2028.
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| 22. | Decision to authorize the payment of a maximum amount of EUR 500,000.- (excluding VAT) per annum by the Company as aggregate remuneration to the Directors for the performance of their respective mandates for the Company until the annual general meeting of the shareholders of the Company to be held in 2027. |
Proposed resolution:
The General Meeting resolves to authorize the payment of a maximum amount of EUR 500,000.- (excluding VAT) per annum by the Company as aggregate remuneration to the Directors for the performance of their respective mandates for the Company until the annual general meeting of the shareholders of the Company to be held in 2027.
| 23. | Decision to approve the report issued by the Company's board of directors according to article 420-26 (5) of the Luxembourg law dated 10 August 1915 on commercial companies as amended from time to time (the "1915 Law"), relating to the possibility for the board of directors of the Company to cancel or limit any preferential subscription right of the shareholders of the Company upon the increases of capital in the framework of the authorised share capital it is proposed to renew and restate, as mentioned in point 24 of the agenda |
Proposed resolution:
The General Meeting resolves to approve the report issued by the Company's board of directors according to article 420-26 (5) of the 1915 Law, relating to the possibility for the board of directors of the Company to cancel or limit any preferential subscription right of the shareholders of the Company upon the increases of capital in the framework of the authorised share capital it is proposed to renew and restate, as mentioned in point 24 of the agenda.
| 24. | Subject to approval of point 23 of the agenda, decision to renew and restate the existing authorised share capital of the Company and to set it to an amount of one hundred million euros (EUR 100,000,000.-) for a period of five (5) years from the date of the General Meeting (or in case of adjourning or reconvening the General Meeting because no quorum has been reached, the date of the adjourned or reconvened general meeting) and to confirm, based on the report drawn up by the board of directors as referred to in article 420-26 (5) of the 1915 Law, for a new period of five (5) years, all powers granted to the board of directors of the Company to carry out capital increases within the framework of the authorised capital under the conditions and methods it will set with the possibility to cancel or limit any preferential subscription right of the shareholders on the issue of new shares to be issued within the framework of the authorised corporate capital, it being understood that all financial instruments carrying an entitlement to, or the right to subscribe for, shares issued until the expiry of that period may still be converted or exercised subsequently to that date. |
Proposed resolution:
The General Meeting resolves to renew and restate the existing authorised share capital of the Company and to set it to an amount of one hundred million euros (EUR 100,000,000.-) for a period of five (5) years from the date of this general meeting of the shareholders and to confirm, based on the report drawn up by the board of directors as referred to in article 420-26 (5) of the 1915 Law, for a new period of five (5) years, all powers granted to the board of directors of the Company to carry out capital increases within the framework of the authorised capital under the conditions and methods it will set with the possibility to cancel or limit any preferential subscription right of the shareholders on the issue of new shares to be issued within the framework of the authorised corporate capital, it being understood that all financial instruments carrying an entitlement to, or the right to subscribe for, shares issued until the expiry of that period may still be converted or exercised subsequently to that date.
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| 25. | Subject to approval of the points 23 and 24 of the agenda, to amend and restate article 5.2 of the articles of association of the Company to reflect points 23 and 24 above. |
Proposed resolution:
The General Meeting resolves to amend and restate article 5.2 of the articles of association of the Company to reflect the above resolutions, so that it shall now read as follows:
5.2 Authorised share capital – Free shares
5.2.1 The authorised, but unissued and unsubscribed share capital of the Company (the "Authorised Capital") is one hundred million euros (EUR 100,000,000.-), represented by one hundred million (100,000,000) shares with a nominal value of one euro (EUR 1.-) each.
5.2.2 The Board of Directors is authorised to realise any increase of the share capital or equity of the Company with or without the issuance of new Shares ("Board Issued Shares") or to issue convertible bonds, convertible preferred equity certificates, warrants, options or other convertible instruments, exchangeable or exercisable into new Shares ("Convertible Instruments") and to issue new Shares further to the conversion or exercise of the Convertible Instruments up to the limit of the Authorised Capital from time to time subject as follows: (a) the above authorisation will expire five years after the date of the general meeting of shareholders held on 30 June 2026, provided that a further period or periods of authorisation following that period may be approved by Shareholders' Resolution to the extent permitted by the 1915 Law;
(b) the Board of Directors may limit or cancel the Shareholders' preferential rights to subscribe for (i) the Board Issued Shares as well as (ii) the Convertible Instruments and may issue (i) the Board Issued Shares as well as (ii) the Convertible Instruments to such persons and at such price with or without a premium and paid up by contribution in kind or for cash or by incorporation of claims or capitalisation of reserves or in any other way as the Board of Directors may determine, subject to the 1915 Law.
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5.2.3 The Board of Directors is further authorised to make an allotment of existing or newly issued shares without consideration to the following persons:
(a) employees of the Company or certain categories amongst those;
(b) employees of companies or economic interest grouping in which the Company holds directly or indirectly at least fifty per cent (50%) of the share capital or voting rights;
(c) employees of companies or economic interest grouping in which at least fifty per cent (50%) of the share capital or voting rights is held directly or indirectly by a company which holds directly or indirectly at least fifty per cent (50%) of the share capital of the Company;
(d) members of the corporate bodies of the Company or of the companies or economic interest grouping listed in point (b) to (c) above or certain categories amongst those.
5.2.4 The Board of Directors is authorised to:
(a) do all things necessary or desirable to amend this Article 5 in order to reflect and record any change of issued Share capital made pursuant to Articles 5.2.2 and 5.2.3;
(b) take or authorise any actions necessary or desirable for the execution and/or publication of such amendment in accordance with Luxembourg Law;
(c) delegate to any Director or officer of the Company, or to any other person, the duties of accepting subscriptions and receiving payments for any Board Issued Shares and/or Convertible Instruments and enacting any issue of Board Issued Shares before a notary."
* *
*
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WE KINDLY ASK YOU TO PLEASE CAREFULLY READ AND FOLLOW THE RULES GOVERNING THE HOLDING OF THE ANNUAL GENERAL MEETING SET OUT HEREAFTER:
AVAILABLE INFORMATION AND DOCUMENTATION
The following information is available on the Company’s website: https://www.codereonline.com/
| · | this convening notice for the Annual General Meeting (which includes draft resolutions in relation to the above agenda points to be adopted at the Annual General Meeting); and |
| · | the Attendance and Proxy Form (as defined below and to be provided by the Depository (as defined below) together with the convening notice for the Annual General Meeting). |
The following documents shall be available at the Company’s registered office eight (8) days prior to the Annual General Meeting:
| · | the statutory annual accounts of the Company for the financial year ended 31 December 2025; |
| · | the report of the statutory auditor (commissaire aux comptes) of the Company on the statutory annual accounts of the Company for the financial year ended 31 December 2025; and |
| · | the draft coordinated articles of association reflecting the proposed changes to the Articles (as such term is defined below). |
These documents may also be obtained upon written request to the Company and providing evidence of ownership, by any shareholder, free of charge from the Company, eight (8) days prior to the Annual General Meeting.
QUORUM AND MAJORITY
Please note that, in accordance with article 13.5 of the articles of association of the Company (the "Articles"), the resolutions on the agenda items number 1 to 22 of the Annual General Meeting shall be validly passed if approved by a majority of votes cast in accordance with the voting arrangements and instructions set out in this Convening Notice, provided that at least 33 1/3% of the ordinary shares of the Company are present or represented at the Annual General Meeting.
Moreover, in accordance with article 13.7 of the Articles, the resolutions on the agenda items number 23 to 25 can only be validly adopted unless (a) at least one half of the shares are represented and (b) the agenda indicates the proposed amendments to the Articles and, where
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applicable, the text of those which concern the objects or the form of the Company (the "Quorum"). If the first of the conditions is not satisfied, a second meeting may be convened, in the manner prescribed by the Articles or by the 1915 Law. That convening notice shall reproduce the agenda and indicate the date and the results of the previous meeting. The second meeting shall validly deliberate regardless of the proportion of the shares represented. At both meetings, resolutions, in order to be adopted, must be carried by at least two-third (2/3) of the votes cast. Votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has abstained or has returned a blank or invalid vote.
In accordance with Article 13.12 of the Articles, Attendance and Proxy Forms which show neither a vote in favour, nor against the resolutions, nor an abstention, shall be void and shall not be taken into account for the determination of the Quorum.
RECORD DATE AND SHAREHOLDING CONFIRMATION CERTIFICATE
In accordance with Article 13.10 of the Articles, the Board of Directors has determined as the record date for admission to the Annual General Meeting close of business (11:59 p.m. Luxembourg time, 5:59 p.m. EST) on 11 June 2026 (the "Record Date").
Any shareholder who holds one or more ordinary shares(s) of the Company on the Record Date may vote at the Annual General Meeting. Shareholders who have transferred their ordinary shares between the Record Date and the date of the Annual General Meeting cannot participate at the Annual General Meeting. In case of breach of such prohibition, criminal sanctions may apply.
In accordance with article 13.11 of the Articles, shareholders wishing to participate in the Annual General Meeting must provide the Company with a certificate issued by the Company's depository CONTINENTAL STOCK TRANSFER & TRUST CO (the "Depository") certifying the number of shares recorded in the relevant account on the Record Date or a brokerage statement showing proof of ownership of shares of the Company and the number of shares held on the Record Date (the "Shareholding Confirmation Certificate"). Please contact the Depository at CSTmail@continentalstock.com (in case your shares are held through book entries) or your broker (in case your shares are held through Cede & Co) on or as soon as possible after the Record Date to obtain such Shareholding Confirmation Certificate.
The Shareholding Confirmation Certificate must be provided to ir@codereonline.com no later than 11:59 p.m. Luxembourg time (5:59 p.m. EST) on 25 June 2026.
Any Shareholding Confirmation Certificate provided after this date or certifying the number of shares recorded in the relevant account on a date other than the Record Date shall be considered void and the holder of the shares in question shall not be able to participate in the Annual General Meeting.
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PARTICIPATION IN THE ANNUAL GENERAL MEETING
Shareholders may physically attend, participate and vote in the Annual General Meeting to be held at the registered office of the Company on 30 June 2026 at 1:00 p.m. (Luxembourg time).
If you wish to be represented at the Annual General Meeting, or would like to express your vote at the Annual General Meeting through voting form, in accordance with article 13.12 of the Articles, please use the attendance and proxy form (the "Attendance and Proxy Form"), which will be provided to you by the Depository together with the convening notice for the Annual General Meeting and which is also available on the Company's website: https://www.codereonline.com/.
In that case we would be grateful if you could return the Attendance and Proxy Form duly completed and signed by e-mail to ir@codereonline.com no later than close of business (11:59 p.m. Luxembourg time, 5:59 p.m. EST) on 26 June 2026.
Please note that Attendance and Proxy Forms received after this date will not be taken into account for the determination of the Quorum and the respective holders of shares will not be able to participate in the Annual General Meeting.
For any technical questions relating to your participation in the Annual General Meeting, please contact Guillermo Lancha, Director of Investor Relations, at guillermo.lancha@codere.com.
DATA PROTECTION
In the context of the organization and holding of the Annual General Meeting, the Company processes personal data concerning its shareholders or individuals relating to its shareholders, in accordance with the applicable legislation and in particular the General Data Protection Regulation (EU) 2016/679, and as further described in our data protection notice attached as Annex I hereto.
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On behalf of the Board of Directors, we thank you for your continued support.
Sincerely,
| /s/ Gonzaga Higuero |
Gonzaga Higuero, Chairman of the Board of Directors
Luxembourg, on 11 June 2026
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ANNEX I
PRIVACY NOTICE
| 1. | SCOPE |
| 1.1 | This data protection notice ("Notice") informs you about the processing of your personal data or that of the shareholder's representative(s) by Codere Online Luxembourg, S.A. (the "Company") in the context of the organization and holding of general meetings of shareholders. |
| 1.2 | Personal data provided to the Company will be processed in compliance with the requirements of the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as may be amended from time to time ("GDPR") and any applicable implementing legislation. |
| 1.3 | This Notice sets out how the Company will process personal data about its shareholders or their representatives. |
| 2. | IDENTITY OF THE CONTROLLER OF YOUR PERSONAL DATA |
| 2.1 | The controller is: |
Codere Online Luxembourg, S.A.
7, rue Robert Stümper L-2557 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 255798
| 2.2 | You may contact the Company for all queries you have in relation to this Notice using our contact details which can be found in Section 12 below "How to contact us". |
| 3. | WHAT CATEGORIES OF PERSONAL DATA DO WE COLLECT |
When preparing its general meetings of shareholders, the Company processes the following categories of personal data:
| · | personal details (such as the name, address); |
| · | contact details (e-mail address, telephone number); and |
| · | information concerning the shares held (number of shares and type of ownership). |
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In addition, the following categories of personal data will be processed:
| · | attendance to the general meetings of shareholders; |
| · | as appropriate, the submission of countermotion. |
Although the shares are registered, only the depository will be recorded in the share register.
| 4. | WHERE WE OBTAIN PERSONAL DATA FROM |
The Company processes personal data:
| · | provided by you (or the shareholder to which you relate) in the course of registering for the general meeting of shareholders; or |
| · | transmitted by the depository institutions for the shareholder. |
| 5. | DO YOU HAVE TO PROVIDE US WITH PERSONAL DATA? |
| 5.1 | You are legally required to provide your personal data listed under section 3 in order to attend the general meeting of shareholders and cannot exercise your shareholder rights at the general meeting of shareholders without doing so. |
| 6. | DO YOU HAVE TO INFORM YOUR REPRESENTATIVE(S) AND/OR BENEFICIAL OWNER(S)? |
| 6.1 | Where the shareholder is an undertaking, individual whose personal data are provided for the purpose of organising and holding general meetings of shareholders shall be informed about the processing of their personal data, as well as on their related rights and the Shareholder shall provide them with a copy of this Notice. |
| 6.2 | The Company may assume that the Shareholder has complied with the undertakings contained herein and that all individuals have been properly informed. |
| 7. | WHY WE PROCESS PERSONAL DATA |
The Company processes personal data for the following purposes and according to the following legal basis:
| · | in order to organize and hold general meetings of shareholders (necessary for compliance with a legal obligation to which the Company is subject); |
| · | to enable shareholders or their representatives to participate in general meetings of shareholders and to exercise their rights (necessary for compliance with a legal obligation to which the Company is subject); |
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| · | in order to authorize proxies (necessary for the purposes of the Company's legitimate interests); |
| · | where applicable, in connection with the establishment, exercise or defense of legal claims (necessary for the purposes of the Company's legitimate interests). |
Where the Company relies on its legitimate interests, you may request to be provided with our analysis of the balance of our interests against your rights and freedoms.
| 8. | WHO WE SHARE PERSONAL DATA WITH AND WHY |
| 8.1 | Your personal data may be shared by the Company with the following entities: |
| · | other shareholders who participate in the general meeting of shareholders (as your name would be recorded in the list of participants); |
| · | lawyers and notaries who assist us in organizing and holding the general meeting of shareholders; |
| · | the professional advisers of the Company (such as legal and tax counsels); and |
| · | other service providers of the Company. |
| 8.2 | The Company will take all reasonable steps, as required by the GDPR, to ensure the safety, privacy and integrity of your personal data and will, as required by the GDPR enter into contracts with such recipients to protect the privacy and integrity of your personal data supplied. |
| 8.3 | Please note that the Company may be required to publish your name on its corporate website if you exercise certain shareholder rights (e.g. submitting requests for additions to the agenda). |
| 9. | TRANSFERS OF PERSONAL DATA OUTSIDE THE EUROPEN ECONOMIC AREA ("EEA") |
| 9.1 | In principle, the Company and the third-party providers listed in Section 8 above "Who we share personal data with and why" will not transfer your personal data outside the EEA. |
| 9.2 | The Company may from time to time use external service providers based outside the EEA to whom personal data will be transferred for the printing and dispatching of shareholder notices, the receipt of registrations and proxies, or the sending of communications to shareholders. In such case, you will be informed in due course and the Company will ensure that your personal data is protected by either by an adequacy decision of the European Commission, or appropriate safeguards such as EU model contracts. |
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| 10. | HOW LONG WE KEEP PERSONAL DATA |
| 10.1 | In accordance with the GDPR principles and in particular article 5 of the GDPR (which lists the core principles relating to the processing of personal data), we do not keep your personal data for longer than is necessary for the purposes for which they are processed by us. |
| 10.2 | Personal data collected in connection with general meetings of shareholders will in principle be retained for five (5) years from the date the relevant general meeting is held. |
| 10.3 | Beyond this, the Company will retain your personal data where necessary to comply with legal retention obligations under commercial and tax law (in principle 10 years), or in connection with the establishment, exercise or defense of legal claims. |
| 11. | YOUR RIGHTS IN RESPECT OF YOUR PERSONAL DATA |
| 11.1 | You have certain rights under the GDPR, including: |
| · | The right to access your personal data, free of charge, including the right to ask for a copy of your personal data where it does not adversely affect the rights and freedoms of others (please note that if you request any further hard copies later on, we may charge you a reasonable fee based on administrative costs). |
| · | The right to have incomplete or inaccurate personal data corrected (including by means of providing a supplementary statement). |
| 11.2 | In some limited circumstances: |
| · | the right to object to the use of your personal data (where processing is based on the Company's legitimate interest); |
| · | the right to restrict the use of your personal data; |
| · | the right to require us to erase/delete your personal data; however, please note that if we process your personal data in particular to comply with a legal obligation, we will not be able to respond positively to your request to erase/delete your personal data. |
| · | the right to receive personal data which you have provided to us in a structured, commonly used and machine-readable format and the right to transmit those data to another data controller; however, please note that this right to data portability only arises where: (a) the processing is based on consent or on a contract; and (b) the processing is carried out by automated means, and (c) it does not adversely affect the rights and freedoms of others. This data portability right also only applies to the data that you have provided to us. |
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| 11.3 | You are hereby informed that no automated decision making or profiling is conducted. |
| 11.4 | You may contact us using our contact details which can be found in Section 12 below "How to contact us" if you would like to exercise such rights. We will respond to you as swiftly as possible. |
| 11.5 | In addition, you also have the right to ask questions or lodge a complaint about our processing of your personal data with the relevant supervisory authority. You can complain in the EEA Member State where you live or work, or that of the place where the alleged breach of the GDPR has taken place. In Luxembourg, the relevant supervisory authority is the Commission Nationale pour la Protection des Données (CNPD). |
| 12. | HOW TO CONTACT US |
If you want more details on the processing of your personal data, if you have any specific queries or concerns regarding the processing of your personal data, if you want to exercise your rights towards us or if you would like to make a complaint, do not hesitate to contact us at dpo.codere@codere.com.
| 13. | AMENDMENTS TO THIS NOTICE |
| 13.1 | This Notice is kept under regular review and may be updated from time to time and you will be notified in writing in case of any changes. |
| 13.2 | This Notice was last updated in June 2024. |
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Exhibit 99.3
Codere Online Luxembourg, S.A.
Société anonyme
Registered office: 7, rue Robert Stümper L-2557 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B255798
(the "Company")
REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY ESTABLISHED ACCORDING TO ARTICLE 420-26 (5) OF THE LUXEMBOURG LAW DATED 10 AUGUST 1915 ON COMMERCIAL COMPANIES AS AMENDED
The board of directors of the Company (the "Board") presents, according to article 420-26 (5) of the Luxembourg law on commercial companies dated 10 August 1915, as amended (the "1915 Law"), a report concerning the proposal to authorise the Board to limit or suppress the shareholders preferential subscription rights during capital increases within the authorised capital framework it is proposed to renew and restate, as scheduled at points 23 and 24 of the agenda of the Company’s annual general meeting of shareholders convened to be held on 30 June 2026 at 1:00 p.m. (Luxembourg time) (or in the case of adjournment or re-convening of the extraordinary general meeting in the absence of a quorum, the date of holding of the adjourned or reconvened general meeting) (the "Meeting").
| 1. | Agenda concerning the renewal and restatement of the authorised capital submitted to shareholders' votes at the Meeting |
During the Meeting, it is proposed to the shareholders of the Company to consider, in particular, the following agenda points related to the renewal and restatement of the authorised capital of the Company:
AGENDA
"[…]
23) Decision to approve the report issued by the Company's board of directors according to article 420-26 (5) of the Luxembourg law dated 10 August 1915 on commercial companies as amended from time to time (the "1915 Law"), relating to the possibility for the board of directors of the Company to cancel or limit any preferential subscription right of the shareholders of the Company upon the increases of capital in the framework of the authorised share capital it is proposed to renew and restate, as mentioned in point 24 of the agenda.
24) Subject to approval of point 23 of the agenda, decision to renew and restate the existing authorised share capital of the Company and to set it to an amount of one hundred million euros (EUR 100,000,000.-) for a period of five (5) years from the date of the General Meeting (or in case of adjourning or reconvening the General Meeting because no quorum has been reached, the date of the adjourned or reconvened general meeting) and to confirm, based on the report drawn up by the board of directors as referred to in article 420-26 (5) of the 1915 Law, for a new period of five (5) years, all powers granted to the board of directors of the Company to carry out capital increases within the framework of the authorised capital under the conditions and methods it will set with the possibility to cancel or limit any preferential subscription right of the shareholders on the issue of new shares to be issued within the framework of the authorised corporate capital, it being understood that all financial instruments carrying an entitlement to, or the right to subscribe for, shares issued until the expiry of that period may still be converted or exercised subsequently to that date.
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25) Subject to approval of the points 23 and 24 of the agenda, to amend and restate article 5.2 of the articles of association of the Company to reflect points 23 and 24 above.
[…]".
The exact dates(s) referred to in article 5.2 of the articles of association as amended above will be set according to the final date(s) of the effective holding of the Meeting which will resolve on points 23 and 24 of the agenda of the Meeting.
| 2. | Circumstances in which the Board proposes to limit or suppress the preferential subscription rights of shareholders when making future capital increases in the framework of the authorised capital to be renewed and restated |
It is recalled that the goal of the legislator in establishing a preferential right of subscription is to prevent a shareholder from seeing its share and control in a company being diminished or diluted because of an increase in capital to which he could not subscribe.
As a measure to protect the financial interests of shareholders, the limitation or suppression of the preferential right can only be envisaged in a framework justified by special circumstances and should only be in the sole interest of the Company.
The present report has been issued by the Board in order to present the particular circumstances justifying the limitation or elimination of this preferential right within the framework of capital increases decided by the Board under the authorised share capital of the Company that it is proposed to renew for a period of five years and restate to a maximum amount of one hundred million euros (EUR 100,000,000.-).
It is explained that the aim of such restatement is to reduce the current amount of the authorised share capital so that it shall now be primarily reserved and used for satisfying the Company's obligations under (i) the long term incentive plans set up by the Company for the employees and consultants of the group to which the Company pertains (the "LTIPs") and/or (ii) public or private warrants that have been issued by the Company (the "Warrants").
The Board, acknowledging the absolute necessity of being immediately able to adapt the strategy and organization of the Company, in particular its financial structure, in relation to changing economic markets, gaming markets and stock markets in which it is involved, proposes to the Meeting to authorise the Board to limit or suppress the preferential subscription rights of the shareholders in the event of future capital increases within the limits of the authorised capital that it is proposed to renew and restate in the following circumstances, any one of which being sufficient to justify the implementation of the measure:
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a) The technique of authorised capital with limitation or suppression of the preferential subscription right for existing shareholders will be used in the issuance and exercise of stock options, convertible bonds, warrants or other convertible securities into shares issued by the Company, the conversion of debt to capital, and to allow share issues for the benefit of employees, management and directors of the Company, notably under the LTIPs or the Warrants;
or
b) The long, costly and relatively complex procedure for a listed public company with multiple shareholders to call a new extraordinary general meeting which could decide on different types of capital increases (e.g. a capital increase with a preference right) instead of what is proposed by points 23 and 24 of the agenda for the Meeting may be, under certain circumstances, incompatible with certain obligations of the Company under the LTIPs or the Warrants, notably in terms of deliverance within a certain timeframe of new shares of the Company to the beneficiaries of the LTIPs or Warrants' subscribers. The impossibility of calling a new general meeting in time under such circumstances may be damaging to the Company. In such circumstances, the technique of authorised capital will also be used.
| 3. | Methods by which the Board proposes to limit or suppress the preferential subscription right of shareholders while achieving future capital increases in the framework of the authorised capital that it is proposed to renew and restate |
The Board recommends the Meeting to authorise it to limit or suppress the shareholders' preferential subscription right while it is achieving future capital increases within the framework of the authorised capital that it is proposed to renew and restate, in respect of all capital increases, including contributions in cash or in kind, among others, the conversion of debt to capital, by credit compensation, by incorporating reserves, first issues or related benefits, with or without the issue of new shares, or following the issue and the exercise of options, subordinated or non-subordinated bonds, convertible or refundable or exchangeable for shares (determined at time of issue or following it), or following the issue of bonds with warrants or any other share subscription right, or by the issue of warrants or any other instrument bearing a share subscription right.
The share price at which new shares will be issued will be determined based on the nominal value set in the Company’s articles of association at time of issue, but in any case shall not be lower than such nominal value.
Besides the nominal value, new shareholders may have to pay an issue premium, as applicable and decided by the Board, which will be calculated in terms of the accounting value of existing shares.
For and on behalf of the Board of the Company
On 11 June 2026
By: /s/ Gonzaga Higuero
Title: Director
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