Notice: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail.

November 14, 2022
Company name:Name of representative:(Securities code: 6676)
Inquiries:

MELCO HOLDINGS INC.
Hiroyuki Maki, President and CEO
Yasukazu Kouketsu, General Managerof IR Division(Telephone: +81-3-4213-1122)

Notice Concerning Abolition of Financial Business and Change in Consolidated Subsidiary(Share Transfer)
MELCO HOLDINGS INC. (the “Company”) hereby announces that, at its meeting held on November 14, 2022,
the Company’s Board of Directors resolved to abolish the financial business (included in the reportable segment
for other businesses) undertaken by MELCO FINANCIAL HOLDINGS INC., the Company’s consolidated
subsidiary, and the subsidiaries thereof, and to transfer all shares of Melco Capital Pte. Ltd., the Company’sconsolidated subsidiary, to Makis Holding B.V. Following these changes, Melco Capital Pte. Ltd. will be excluded
from the Company’s scope of consolidation.
1. Reasons for abolition of business and share transferEarnings conditions for the financial business undertaken by MELCO FINANCIAL HOLDINGS INC., theCompany’s consolidated subsidiary, and the subsidiaries thereof, have become challenging in recent years,
and the significance of the business in the Group has declined. For those reasons, the Company will focus oncore businesses and further enhance its corporate value.
2. Overview of subsidiaries to be abolished
The Company plans to dissolve and liquidate MELCO FINANCIAL HOLDINGS INC. and MELCOINVESTMENTS INC. at the end of December 2023. MELCO INVESTMENTS INC. will keep operating afund under its management responsibly until its redemption in March 2023 and the payment of redemption
money to customers scheduled in April 2023.
(1) Name

MELCO FINANCIAL HOLDINGS INC.

(2) Address

1-11-1 Marunouchi, Chiyoda-ku, Tokyo(3) Title and name of representative

Hiroyuki Maki, President and CEO(4) Business description

Overall management of financial business within the Group(5) Share capital¥200 million(6) Date of establishment

February 2014(7) Major shareholders andpercentage of shareholding

MELCO HOLDINGS INC. 100%(1) Name

MELCO INVESTMENTS INC.

(2) Address

1-11-1 Marunouchi, Chiyoda-ku, Tokyo(3) Title and name of representative

Hikaru Ito, President and CEO(4) Business description

Investment management and financial instrument intermediary services(5) Share capital¥50 million(6) Date of establishment

March 2014(7) Major shareholders andpercentage of shareholding

MELCO FINANCIAL HOLDINGS INC. 100%-1-3. Schedule of abolition of business(1) Date of resolution at themeeting of the Board ofDirectors

November 14, 2022

(2) Date of abolition of businessEnd of December 2023 (planned)

4. Overview of subsidiary to be transferred(1) Name

Melco Capital Pte. Ltd.

(2) Address

133 Cecil Street, #16-01B Keck Seng Tower, Singapore 069535(3) Title and name of representative

Atsushi Motojima, CEO(4) Business description

Investment management services(5) Share capital

SG$1 million(6) Date of establishment

May 2013(7) Major shareholders andpercentage of shareholding

MELCO FINANCIAL HOLDINGS INC. 100%
Capitalrelationship(8) Relation between the listedcompany and the said company

MELCO FINANCIAL HOLDINGS INC., the Company’s
consolidated subsidiary, owns the said company’s shares at the rateof 100%.
Two employees of the Company have assumed the position of
Director at the said company.

Personnelrelationship
BusinessNonerelationship(9) Financial results and financial position of the said company for the last three years
Fiscal year
Net assets
Total assets
Net assets per share (yen)Net sales
Operating profit
Ordinary profit
ProfitEarnings per share (yen)Fiscal year ended
March 31, 2020

Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

607
835
607,803
1,563
620
622
531
531,419277
445
277,799
729
241
240
200
200,138248
399
248,229
611
211
203
171
171,846-2-(Millions of yen)First half of fiscal
year ending March
31, 2023
123
279
123,426(0.47)
(42)
(53)
(54)
(54,803)

5. Overview of the company to which shares will be transferred(1) Name

Makis Holding B.V.

(2) Address

Saturnusstraat 46, 2132 HB Hoofddorp The Netherlands(3) Title and name of representative

Hiroyuki Maki, President(4) Business description

Asset management(5) Share capital

EUR82,280(6) Date of establishment

October 2002(7) Net assets¥21,152 million (March 31, 2022)(8) Total assets¥21,185 million (March 31, 2022)(9) Major shareholders andpercentage of shareholding(10) Relation between the listedcompany and the said company

Stichting Administratiekantoor Makis 100%
Capitalrelationship
Personnel
relationship
Businessrelationship
Correspondence torelated party

The said company is the parent company for Makis Co., Ltd.,
which is the Company’s parent company.
The Company’s CEO concurrently serves as the president ofthe said company.
NoneThe said company corresponds to a related party because it is
the parent company for the Company’s parent company.

6. Number of shares to be transferred, transfer value and the state of owned shares before and after transfer(1) Number of owned shares before
transfer(2) Number of shares to betransferred

1,000 shares (Holding ratio of voting rights: 100%)
1,000 shares(3) Total transfer value¥123 million(4) Number of owned shares after
transfer

0 shares (Holding ratio of voting rights: 0%)

7. Share transfer schedule(1) Date of resolution at themeeting of the Board ofDirectors(2) Date of share transferagreement conclusion(3) Date of share transfer execution

November 14, 2022
November 14, 2022
November 18, 2022

8. Outlook for the futureThis share transfer will have minor impact on consolidated financial results for the fiscal year ending March
31, 2023. Melco Capital Pte. Ltd. will be excluded from the Company’s scope of consolidation as a result of
this share transfer.
9. Matters concerning transactions with controlling shareholder, etc.
(1) Correspondence to transactions with controlling shareholder, etc. and the state of conformity to theguidelines concerning measures to protect minority shareholdersThis share transfer is a transaction with Makis Holding B.V., the parent company for Makis Co., Ltd.
(“Makis”), which is the Company’s parent company. The share transfer corresponds to a transaction withthe Company’s controlling shareholder, etc. As stated in the Guidelines Concerning Measures to Protect
Minority Shareholders in Transactions, etc. with the Controlling Shareholder in the Corporate Governance
Report which the Company disclosed on June 30, 2022, the Company has formulated the “Standards forTransactions with the Parent Company,” to avoid disadvantaging minority shareholders in conducting-3-transactions and personnel exchanges with the parent company and the subsidiaries thereof (excluding theGroup companies) in an effort to ensure transparent procedures with fair conditions. The Company requires
advance approval by the Board of Directors for significant transactions and personnel exchanges, andperiodic reports to the Board of Directors regarding the state of all transactions and personnel exchanges.
The Company views this share transfer is in conformity to the above policy because required measures havebeen taken as stated below.
(2) Matters concerning measures to guarantee fairness and measures to avoid conflicts of interest
Firstly, the Company requested Toranomon Accounting Co., Ltd. (the “appraiser”), an independent thirdparty valuation agent, to determine share value and obtained the share valuation report therefrom in order toensure the fairness and appropriateness of Melco Capital Pte. Ltd.’s corporate value and transfer value.
Regarding the share transfer value, Melco Capital Pte. Ltd. had been a provider of investment managementservices. However, Melco Capital Pte. Ltd. had no rational plan for future revenue acquisition as it
undertook no business from April 1, 2022 due to the transfer of its investment manager to another company
in the Group. The Company adopted the adjusted net book value method because the values of assets andliabilities presently held are considered to represent the value of the appraised company. The Company
decided the share transfer value in consultation with Makis Holding B.V. based on the shareholder value of
Melco Capital Pte. Ltd. which the appraiser determined using the adjusted net book value method.
Secondly, in examining this share transfer, the Company inquired, as stated in the following section (3),four individuals who are its outside Directors not interested in Makis Holding B.V., the parent company for
the Company’s controlling shareholder, and its independent officers registered with Tokyo Stock Exchange,Inc. (the “Tokyo Stock Exchange”), and obtained their opinion that this share transfer is notdisadvantageous to the Company’s minority shareholders based on regulations established by the Tokyo
Stock Exchange.
Thirdly, Hiroyuki Maki, the Company’s CEO who concurrently serves as the President of Makis Holding
B.V., the Company’s controlling shareholder, and Daisuke Maki, the Company’s Director, did not take partin the deliberation and resolution on the agenda item concerning this share transfer.
(3) Summary of opinion obtained from parties no interested in the controlling shareholder concerning the pointthat the concerned transaction, etc. is not disadvantageous to minority shareholders
The Company asked Kenichi Fukuhara, Ichiro Hirata, Shigeru Sasaki and Jun Kamiya, who are theCompany’s outside Directors and independent officers not interested in Makis Holding B.V., the parentcompany for the Company’s controlling shareholder, to examine whether or not the Company’s decision
concerning this share transfer disadvantages its minority shareholders because the transfer corresponds totransactions with the controlling shareholder, etc. The Company obtained from the four individuals a written
opinion to the effect that this share transfer does no disadvantage the Company’s minority shareholders on
November 14, 2022.
The details of the written opinion are as follows.
We judged that the transaction for transferring the shares of Melco Capital Pte. Ltd. (“MCL”) to Makis
Holding B.V. (“MH B.V.”) resolved by the Board of Directors of MELCO HOLDINGS INC. (the“Company”) does not disadvantage the Company’s minority shareholders from the following points ofviews.
(i) Appropriateness of transaction objectiveIn the Company’s decision to abolish the financial business, the transfer of MCL shares, which enables
early liquidation, is appropriate because MCL is currently operating at a loss with no major operating
revenue. The transfer of MCL shares is also a rational choice in this case because the Company candispose of MCL shares at a higher price compared with liquidation and dissolution of MCL. No intention
or factor disadvantageous to minority shareholders is assumed to be findable in the objective or details of
the MCL share transfer.
(ii) Fairness of transaction procedures
Looking at transaction procedures, materials to determine the transfer value by an independent third-party
agent and the like were properly disclosed and explained at a meeting of the Company’s Board ofDirectors. In addition, in the decision on this share transfer made by the Company’s Board of Directors,
Hiroyuki Maki, who concurrently serves as the President of MH B.V., the parent company for Makis, the-4-

Company’s controlling shareholder, and the Company’s CEO, and Daisuke Maki, the Company’sDirector, did not take part in the deliberation and resolution on the agenda item concerning this sharetransfer from the viewpoints of ensuring fairness and objectivity and avoiding doubts about conflicts ofinterest. Accordingly, decision-making procedures concerning this transaction are considered to have been
performed fairly.
(iii) Fairness of transfer value determination
The transfer value is assumed to have been determined fairly because the independent third-party agent
evaluated the price of the share and determined the central price in the valuation report as the transfervalue.
(iv) Impact on the Company’s corporate value
As stated above, this MCL share transfer was resolved in the course of the Company’s decision to abolishthe financial business. This step aimed at strengthening the Company’s focus on other core businesses isassumed to enhance its corporate value.
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