Note: This document has been translated from a part of 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.

To our shareholders:

Securities Code: 6676
June 10, 2024
Hiroyuki Maki, President and CEO
Melco Holdings Inc.
11-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo

Notice of the 38th Annual General Meeting of Shareholders
You are hereby notified that the 38th Annual General Meeting of Shareholders of Melco Holdings Inc. (the“Company”) will be held as described below.
The Company takes measures for providing information in electronic format for this General Meeting of
Shareholders, and posts the matters subject to measures for electronic provision on the following websites inaccordance with Article 325-3 of the Companies Act. Please access any of the websites to review the information.
Company’s website:
https://melco-hd.jp/ir/zaimu/kabunushi_soukai.html (in Japanese)
Sumitomo Mitsui Trust Bank, Limited Website (Shareholders’ Meeting PortalⓇ)
https://www.soukai-portal.net/ (in Japanese)
Please read the QR codeⓇ on the voting form or access the above website and enter the “Shareholders’ Meeting
Portal Login ID” and “Password” indicated on said form
General meeting of shareholders information material provision website:
https://d.sokai.jp/6676/teiji/ (in Japanese)
In lieu of attending the meeting, you may exercise your voting rights in writing or via the Internet, etc. Please review
the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights by 5:45
p.m. on Tuesday, June 25, 2024 (JST).
1. Date and Time: Wednesday, June 26, 2024, at 10:00 a.m. (JST) (Reception starts at 9:15 a.m.)
2. Venue:
Communication Space, Nagoya Headquarters of the Company, 9th Floor, Akamon-dori
Building,
30-20 Ohsu 3-chome, Naka-ku, Nagoya
3. Purpose of the Meeting
Matters to be reported
1. Reports on the business report, the consolidated financial statements, and the results of audit of theconsolidated financial statements by the Financial Auditor and the Audit and Supervisory Committee for the
38th fiscal term (from April 1, 2023 to March 31, 2024)
2. Report on the non-consolidated financial statements for the 38th fiscal term (from April 1, 2023 to March
31, 2024)
Matters to be resolved
Proposal No. 1:
Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 2:
Election of Two (2) Directors Who Are Audit and Supervisory Committee Members
Proposal No. 3:
Presentation of Retirement Allowance to Retiring Directors
Proposal No. 4:Distribution of Dividends in Kind (a Share-Distribution-Type Spin-off) of Common Stockof Subsidiary Shimadaya Corporation-1-4. Matters Excluded From Paper-Based Documents to Be Delivered to Shareholders Who Requested the
Delivery of Paper-Based Documents
Of the matters to be described in documents that describe matters subject to measures for electronic provision,
pursuant to the provisions of laws and regulations and the Articles of Incorporation, the matters are not includedin the paper-based documents to be delivered to shareholders who requested the delivery of paper-based
documents.
Consequently, the business report, the consolidated financial statements and the non-consolidated financial
statements included in those paper-based documents are part of the documents which were audited by the Financial
Auditor in preparing the financial audit reports, and by the Audit and Supervisory Committee in preparing theaudit reports.
1. Matters concerning transactions with the parent company, etc.
2. Consolidated statement of changes in net assets
3. Notes to consolidated financial statements
4. Non-consolidated statement of changes in net assets
5. Notes to non-consolidated financial statements-

If you are attending on the date, you are kindly requested to present the voting form to the receptionist.
Please note that in case of any changes in the matters subject to measures for electronic provision, the changes and the matter(s)before and after change will be posted on the websites on which such matters have been posted.
- Please review the slides describing the matters to be reported on the Company’s website.
https://melco-hd.jp/ir/zaimu/kabunushi_soukai.html (in Japanese)-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal No. 1:

Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The term of office of all current nine (9) Directors (excluding Directors who are Audit and Supervisory Committee
members. The same shall apply hereinafter in this proposal.) will expire at the conclusion of this General Meeting of
Shareholders. Therefore, the Company proposes the election of six (6) Directors.
Moreover, the Audit and Supervisory Committee has confirmed there are no matters in particular about which it
should express an opinion in this General Meeting of Shareholders with regard to this proposal.
The candidates for Director are as follows:
Candidate
Name
Current position in the Company
No.
1
Hiroyuki Maki
President and CEO
2
Yoshimasa Nagase
Director
3
Manabu Yano
Director
4
Chisato Nakayama
Director
5
Taiji Watanabe–
6
Iwao Tsusaka
DirectorReelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected-3-

Reelection
Reelection
Reelection
Reelection
New election
Reelection

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Aug. 2004

1

Number of theCompany’s shares
owned

Representative Director of Melco AssetManagement Limited
Nov. 2006
Representative Director of Melco AssetManagement Pte. Ltd.
Oct. 2007
Representative Director of MAM PTE. LTD.
June 2011
Director of the Company
June 2014
President and CEO (current position)
May 2018
President and CEO of Buffalo Inc. (current
position)
May 2020
President and CEO of Buffalo IT Solutions Inc.
Hiroyuki Maki
Oct. 2020
President and CEO of Melco Financial(November 15, 1980)
Holdings Inc.
May 2021
President and CEO of BIOS Corporation
Reelection
2,093,310
May 2022
Director of Shimadaya Corporation (current
position)
Attendance at meetings of the
June
2022
Outside Board Member of Saison Information
Board of Directors
Systems Co., Ltd. (currently Saison Technology
15/15 meetings
Co., Ltd.)
June 2023
Outside Director of Kawasaki Kisen Kaisha,Ltd. (current position)
July 2023
President and CEO of MELCO Group Inc.
(current position)[Significant concurrent positions outside the Company]
President and CEO of Buffalo Inc.
Director of Shimadaya Corporation
Outside Director of Kawasaki Kisen Kaisha, Ltd.
President and CEO of MELCO Group Inc.
Reasons for nomination as a candidate for Director
Hiroyuki Maki succeeded the position of President and CEO of the Company from the founder, and has been focusingon permeating the founder’s management philosophy and developing a strong business foundation. He also has been
concurrently serving as President of a core operating company, Buffalo Inc., since May 2018, and implementing
management while demonstrating his own actions. The Company has judged that his management skills areindispensable to the Company group (the “Group”), and therefore has nominated him as a candidate for Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1981
Apr. 2006

2

3

Number of theCompany’s shares
ownedJoined Daiwa Securities Co., Ltd.
Nagoya Branch Officer of Daiwa Securities
SMBC Co., Ltd.
Sept. 2008
International Planning & Administration
Officer
Apr. 2009
Senior Executive Officer
Apr. 2011
Executive Managing Director of Daiwa
Securities Co., Ltd.
Deputy Head of Sales Division and Corporate
Officer
Yoshimasa Nagase
Apr. 2013
Senior Executive Managing Director and Head
(November 3, 1957)
of Product Solution Division
Apr. 2015
Senior Executive Managing Director of Daiwa
Reelection
Securities Group Inc.
3,000
Representative Senior Executive Managing
Attendance at meetings of the
Director and Compliance Officer of Daiwa
Board of Directors
Securities Co. Ltd.
15/15 meetings
Apr. 2019
Representative Director of J&You Corporation.
(current position)
July 2020
Director of Buffalo IT Solutions Inc.
June 2021
Director of the Company (current position)
June 2024
Outside Board Member of Saison Technology
Co., Ltd. (scheduled)[Significant concurrent positions outside the Company]
Representative Director of J&You Corporation.
Outside Board Member of Saison Technology Co., Ltd.
(scheduled)
Reasons for nomination as a candidate for Director
Yoshimasa Nagase has a background of participating in management of a corporate group as Representative Senior
Executive Managing Director and Compliance Officer of Daiwa Securities Co., Ltd. and in other positions, andtherefore has wide-ranging experience, a good track record, and insight, including in compliance and IR. The Company
has judged that his abundant experience, a good track record, and insight will help improve the Group’s corporate
value, and therefore has nominated him as a candidate for Director.
Apr. 1993
Joined Melco Inc. (currently Buffalo Inc.)
Jan. 2002
Joined Prime Network Inc.
Nov. 2004
Joined Buffalo Inc.
May 2018
Director and Manager of Corporate
Management Division
Manabu Yano
Dec. 2018
Director of toConnect, Inc. (current position)(January 11, 1970)
Dec. 2020
Managing Director of Buffalo Inc. (current
Reelection
position)
1,100
June 2022
Director of the Company (current position)
Attendance at meetings of the June 2023
Outside Board Member of Saison Information
Board of Directors
Systems Co., Ltd. (currently Saison Technology
15/15 meetings
Co., Ltd.) (current position)[Significant concurrent positions outside the Company]
Managing Director of Buffalo Inc.
Director of toConnect, Inc.
Outside Board Member of Saison Technology Co., Ltd.
Reasons for nomination as a candidate for Director
Manabu Yano has a background of participating in corporate management of the Group, such as launching andsupervising new businesses and companies in Japan and abroad, as well as M&As, as department executive, Director,
and a person serving in other positions at Buffalo Inc., and therefore has abundant knowledge. The Company has
judged that such knowledge and experience will help improve the Group’s corporate value, and therefore has nominatedhim as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1987
Dec. 2001
Mar. 2008
Apr. 201745

6(Notes)

1.
2.

3.
4.

Number of theCompany’s shares
ownedJoined Brother Industries, Ltd.
Joined OASIS Patent Firm
Chisato Nakayama
Joined Buffalo Inc.
(March 4, 1965)
General Manager of Legal Division of theCompany (current position)
Reelection
77
Apr. 2021
General Manager of Audit Division
Attendance at meetings of the May 2021
Director of Buffalo Inc.
Board of Directors
June 2023
Director of the Company (current position)
11/11 meetings[Significant concurrent positions outside the Company]
None
Reasons for nomination as a candidate for Director
Chisato Nakayama has participated in the acquisition of rights for intellectual property and the conflict resolution in
Japan and overseas as an intellectual property professional (patent attorney) at an international patent firm and theGroup, has worked on the promotion of compliance and the improvement of governance at the Group as the General
Manager of the Legal Division of the Company, and therefore has abundant knowledge. The Company has judged thatsuch knowledge and experience will help improve the Group’s corporate value, and therefore has nominated her as a
candidate for Director.
Apr. 1987
Joined Melco Inc. (currently Buffalo Inc.)
Jan. 2009
President and CEO of Buffalo Logistics, Inc.
Aug. 2009
BUFFALO TECHNOLOGY (U.S.A), INC.
Taiji Watanabe(currently BUFFALO AMERICAS, INC.) CEO(October 7, 1964)
Feb. 2012
Director of Buffalo Inc.
3,047
Aug. 2015
Managing Director
New election
May 2022
Executive Vice President (current position)[Significant concurrent positions outside the Company]
Executive Vice President of Buffalo Inc.
Reasons for nomination as a candidate for Director
Taiji Watanabe has a background of participating in business promotion, production administration, and quality
assurance in Japan and abroad, as department executive, Director in charge of business and president of overseas
subsidiaries of Buffalo Inc., and therefore has abundant knowledge. The Company has judged that such knowledge andexperience will help improve the Group’s corporate value, and therefore has nominated him as a candidate for new
Director.
Oct. 1992
Head of Iwao Tsusaka Certified Public
Accountant Office (current position)
Iwao Tsusaka
Oct. 1999
Auditor of Buffalo Inc. (currently the(May 28, 1957)
Company)
June 2004
Director of the Company (current position)
Reelection
8,981
July 2023
Director of MELCO Group Inc. (current
Attendance at meetings of theposition)
Board of Directors[Significant concurrent positions outside the Company]
15/15 meetings
Head of Iwao Tsusaka Certified Public Accountant OfficeDirector of MELCO Group Inc.
Reasons for nomination as a candidate for Director
Iwao Tsusaka has been conducting business as an independent certified public accountant for many years and hasabundant experience and expertise. As a Director of the Company, he also has been helping to enhance the effectivenessof the Company’s Board of Directors by actively making remarks. With an expectation that he will continue to actively
contribute to management from perspectives of accounting and taxes in particular, the Company has nominated him as a
candidate for Director.
There are no special interests between each candidate and the Company.
Descriptions in the parts of the candidates’ “Career summary, position and responsibility in the Company” and “Significant
concurrent positions outside the Company” include their position and responsibility at present or during the past ten years
as executive at MELCO Group Inc. (formerly Makis Co., Ltd.), a parent company, etc. of the Company, if applicable.
Mr. Yano plans to retire from the position of outside Board Member of Saison Technology Co., Ltd. at the conclusion of
its Annual General Meeting of Shareholders to be held in June 2024.
The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3, paragraph(1) of the Companies Act with an insurance company, which will cover damage that may be incurred by Directors of the-6-Company as a result of assuming responsibility for the execution of their duties or receiving claims related to the pursuitof such responsibility. If the candidates are appointed and assume the office of Director, they will become the insured
under the insurance contract. The content of the insurance contract will be the same at the next renewal.
5. Under the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement
which limits liability for damages pursuant to the provisions of Article 423, paragraph (1) of the Companies Act with Mr.
Tsusaka. The limit of liability under the agreement shall be the amount provided for as the minimum liability amount by
Article 425, paragraph (1) of the Companies Act. If his re-election is approved, the Company plans to continue theagreement with him.

-7-

Proposal No. 2:

Election of Two (2) Directors Who Are Audit and Supervisory Committee Members

Shogo Kimura, Director who is Audit and Supervisory Committee Member, will retire at the conclusion of this
General Meeting of Shareholders.
In addition, in order to enhance and strengthen the auditing system, the Company proposes the election of two (2)Directors who are Audit and Supervisory Committee Members by adding one (1) new Director who is an Audit andSupervisory Committee Member. Neither candidate will be elected to fill the vacancy left by the retiring Director
who is Audit and Supervisory Committee Member, and their term of office will expire at the conclusion of the Annual
General Meeting of Shareholders relating to the last fiscal year ending within two years after their election.
The Company has obtained the consent to this proposal from the Audit and Supervisory Committee.
The candidates for Director who is Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name

Current position in the Company

1

Hiroyuki Miyajima

Outside Director

2

Kumiko Otsuka

Outside Director

New election: Candidate for Director to be newly elected
Outside: Candidate for outside Director
Independent: Candidate for independent officer as defined by the stock exchange-8-

New election
OutsideIndependent
New election
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Mar. 1984
Apr. 1996
June 2002
Mar. 2005

1

Number of theCompany’s shares
ownedJoined BIC CAMERA INC.
Director; Store Manager, Main Store
Director; Director General, Sales
Representative Director and Senior Executive
Officer; Director General, Merchandise
Nov. 2005
Representative Director and President
Sept. 2020
Vice Chairman
Hiroyuki MiyajimaJan. 2021
Adviser of animate Holdings Inc.
(October 24, 1959)
Nov. 2021
Independent Director of the Board of ZMP Inc.
New election
Jan. 2022
Outside Director of SEICHO, Inc. (current
Outsideposition)0
Independent
Apr. 2022
Outside Director of HONGO TSUJI M&A
SOLUTION (currently SBI TSUJI HONGO
Attendance at meetings of theM&A) (current position)
Board of Directors
June 2023
Director of KYUSHU HIGHTECH Co., ltd.
11/11 meetings(current position)
June 2023
Outside Director of the Company (current
position)[Significant concurrent positions outside the Company]
Outside Director of SEICHO, Inc.
Outside Director of SBI TSUJI HONGO M&A
Director of KYUSHU HIGHTECH Co., ltd.
Reasons for nomination as a candidate for outside Director and overview of expected roles
Hiroyuki Miyajima has a background of participating in management of companies as Representative Director andPresident of BIC CAMERA INC. and in other positions, and therefore has abundant experience, track record, andinsight. Currently, he has been actively making remarks in the Board of Directors as outside Director of the Company,
offering beneficial opinions and guidance on the Group’s management from an objective and professional point ofview. With an expectation that he will continue to audit management of the Company based on his abundant expertise, agood track record and knowledge from the position independent from management of the Company, the Company has
nominated him as a candidate for new outside Director who is Audit and Supervisory Committee Member.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1991
Apr. 1994

2(Notes)

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined The Fuji Bank, Limited
Joined Otsuka Kagu, Limited, General Manager
of Corporate Planning Office
Mar. 1996
Director and General Manager of Corporate
Planning Division and Sales Administration
Division
July 1998
Director and General Manager of General
Planning Division and Accounting Division
July 2002
Director and Senior General Manager ofKumiko Otsuka
Merchandising Division and General Manager(February 26, 1968)of Public Relations Division
Apr. 2004
AdvisorNew election
July 2005
Representative Director of Qualia Consulting,Outside0LimitedIndependent
Jan. 2007
Managing Director of Frontier Management
Attendance at meetings of theInc.
Board of Directors
Mar. 2009
President and Representative Director of
11/11 meetings
Otsuka Kagu, Limited
July 2014
DirectorJan. 2015
President and Representative Director
Dec. 2020
Representative Director of Qualia Consulting,
Limited (current position)
June 2023
Outside Director of the Company (current
position)[Significant concurrent positions outside the Company]
Representative Director of Qualia Consulting, Limited
Reasons for nomination as a candidate for outside Director and overview of expected roles
Kumiko Otsuka has a background of participating in management of companies as Representative Director andPresident of Otsuka Kagu, Limited and in other positions, and therefore has abundant experience, track record, andinsight. Currently, she has been actively making remarks in the Board of Directors as outside Director of the Company,
offering beneficial opinions and guidance on the Group’s management from an objective and professional point ofview. With an expectation that she will continue to audit management of the Company based on her abundant expertise,a good track record and knowledge from the position independent from management of the Company, the Company has
nominated her as a candidate for new outside Director who is Audit and Supervisory Committee Member.
There are no special interests between each candidate and the Company.
Mr. Miyajima and Ms. Otsuka are currently outside Directors of the Company, and their term of office as outside Directors
will be one year each at the conclusion of this General Meeting of Shareholders.
Mr. Miyajima and Ms. Otsuka meet the requirements for an independent officer specified by the Tokyo Stock Exchange
and Nagoya Stock Exchange; the Company therefore has appointed them as independent officer and submitted notification
to both exchanges.
The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3, paragraph(1) of the Companies Act with an insurance company, which will cover damage that may be incurred by Directors of theCompany as a result of assuming responsibility for the execution of their duties or receiving claims related to the pursuitof such responsibility. If the candidates are appointed and assume the office of Director who is Audit and Supervisory
Committee Member, they will become the insured under the insurance contract. The content of the insurance contract willbe the same at the next renewal.
Under the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement
which limits liability for damages pursuant to the provisions of Article 423, paragraph (1) of the Companies Act with Mr.
Miyajima and Ms. Otsuka. The limit of liability under the agreement shall be the amount provided for as the minimum
liability amount by Article 425, paragraph (1) of the Companies Act. If their election is approved, the Company plans tocontinue the agreement with them.

- 10 -

(Reference) Skill Matrix (to be applied after this general meeting of shareholders)
The skill matrix of the Directors, which will apply upon approval of Proposal No. 1 and Proposal No. 2 as proposed,
is as follows.
Name

Director who
is not Audit
andSupervisory
Committee
MemberDirector who
is Audit andSupervisory
Committee
MemberHiroyuki
Maki
Yoshimasa
NagaseManabuYano
ChisatoNakayama
Taiji
Watanabe
Iwao
Tsusaka
Masanao
TsuzukiJun
KamiyaHiroyuki
Miyajima
KumikoOtsukaIT-related
Knowledge
Business
Sales
Financein theComplianceTechnology
management Marketing
Accounting
industry
Experience
●

●

●

●

●

●

M&A

●
●

●

●
●

●
●

IR

●
●

●
●

●

●
●

●

●

●

●

●

●

●

●

●

●

●
●

●

- 11 -●

Proposal No. 3:

Presentation of Retirement Allowance to Retiring Directors

The Company proposes to pay retirement allowance to Directors (excluding Directors who are Audit and Supervisory
Committee Members) who will retire due to the expiration of their terms of office and Director who is Audit andSupervisory Committee Member who will resign at the conclusion of this General Meeting of Shareholders to reward
their services during their terms of office, within a reasonable amount in accordance with certain standards
determined by the Company.
The Company also proposes the specific amount and the timing and method of presentation be left to the Board of
Directors in the case of the retiring Directors (excluding Directors who are Audit and Supervisory Committee
Members), and to the discussion of Directors who are Audit and Supervisory Committee Members in the case of theresigning Director who is Audit and Supervisory Committee Member.
This proposal requests approval for aggregating the amounts of the allowances recorded for each fiscal year during
the term of office in accordance with the officer retirement allowance regulations and paying an amount within theaggregated amount, and the content is considered appropriate.
The career summary of the retiring Directors is as follows:
Name

Daisuke Maki
Hiroyuki Miyajima
Kumiko Otsuka

June 2007
May 2013
June 2014
June 2023
June 2021
June 2023
June 2023

Shogo Kimura

June 2023

Tamio Matsuo

Career summary
Director of the Company (until May 2013)
Executive Vice President and CEO (until June 2014)
Executive Vice President (until June 2023)
Director (current position)
Director of the Company (current position)
Outside Director of the Company (current position)
Outside Director of the Company (current position)
Outside Director of the Company (Audit and Supervisory Committee Member)(current position)- 12 -

Proposal No. 4:Distribution of Dividends in Kind (a Share-Distribution-Type Spin-off) of Common Stock of
Subsidiary Shimadaya Corporation

In light of the current conditions of drastic changes in the business environment and society surrounding the Company,in order to maximize long-term shareholder value by executing an agile business strategy and further promoting
growth in each business field by making Shimadaya Corporation (“Shimadaya”), a subsidiary of the Company
engaged in the food business, separate and independent from the Company and adopting independent management
and capital, the Company requests approval that all of the shares of Shimadaya stock held by the Company be
distributed to shareholders through dividends in kind (dividends of property other than cash) (the “Spin-off”).
In the Spin-off, the Company plans to issue dividends in kind (dividends of property other than cash) to shareholders
that provide no right to demand distribution of monies in order to satisfy the qualifying requirements of the Corporate
Reorganization Taxation System. Therefore, the Spin-off must be approved by a special resolution at this Annual
General Meeting of Shareholders.
1. Dividends in kind (dividends of property other than cash)
Item(1) Type of dividend property(2) Total book value of dividend property(3) Allocation of dividend property(4) Date on which the dividend becomes effective(5) Dividend conditions

Description
Shimadaya common stock (“Shimadaya stock”)
14,689,318,426 yen
The record date will be Monday, September 30, 2024, and theCompany will pay a dividend at a ratio of one share of
Shimadaya stock for each share of common stock (excluding
treasury stock held by the Company) of the Company.
Shareholders are not given the right to demand distribution ofmoney.
Tuesday, October 1, 2024
The effectiveness of the dividend is subject to approval for
listing of Shimadaya stock on the stock exchange of the Tokyo
Stock Exchange, Inc. (“Tokyo Stock Exchange”) for Shimadaya
stock and to such approval not being revoked.

2. Purpose and reason for the Spin-off
In 2003, the Company shifted to a pure holding company structure and have been practicing mori no keiei or“forest-like management,” which refers to the Company’s management style as a group of combined, long-term
growth companies. Since the transition, the Group has steadily strengthened its management base and expanded
its business fields, but at the same time, various problems have emerged due to the overly broad scope of its
business fields. While taking into account the current rapidly changing business environment and society, theCompany has come to the conclusion that it is essential to implement a reorganization, including the Spin-off
listing of Shimadaya, in order to resolve these issues and maximize shareholder value over the long term. For
Shimadaya, becoming an independent listed company through the Spin-off and listing on the Tokyo Stock
Exchange will enable it to implement its future business strategy and accelerate its growth toward its 100th
anniversary in 2031, and will also motivate the employees of the Shimadaya Group to promote value creation
through noodle dishes.
The background of the reorganization at the Company is as follows.
Background of the reorganization - 3 key points
1) Clarification of management responsibility
Under the pure holding company structure of the Company, important decisions by the operatingcompanies require the prior approval of the Company, which has sometimes resulted in unclear
management responsibility and hindered prompt management decision-making by the operating companies.
This reorganization will eliminate overlapping decision-making processes and clarify the respective
management responsibilities.
2) Clarification of governance
By abolishing the pure holding company structure and listing the core companies in each business, therespective management will become directly aware of governance from the capital markets and will clarify
governance by directly interacting with the markets.
3) Brand clarification- 13 -

By aligning the company name in the stock market with the established brand“Shimadaya,” Shimadaya will further increase awareness and establish an identity.
The Company will continue to work to meet the expectations of shareholders, investors, and other stakeholders
by accurately grasping the rapidly changing business environment, effectively utilizing management resources,
and realizing increased shareholder value.
3. Other matters relating to the Spin-off(1) Listing of Shimadaya stock
Shimadaya filed a preliminary listing application with the Tokyo Stock Exchange on April 24, 2024, witha view to securing purchasing and selling opportunities for shareholders with respect to the Shimadaya
stock to be distributed in kind. Shimadaya plans to file the Application for Initial Public Offering with theTokyo Stock Exchange prior to the implementation of the Spin-off, and the Spin-off is conditional upon
Shimadaya stock receiving Tokyo Stock Exchange listing approval and such approval not being revoked.
The listing of Shimadaya stock and the timing thereof are not assured at this time, as they are subject tolisting approval by the Tokyo Stock Exchange as a result of future listing examinations by the Japan
Exchange Regulation, and to such approval not being revoked.
The secondary offering of Shimadaya stock (the “Secondary Offering”) is expected to be conducted at thetime of the initial public offering. If this secondary offering is made, it will be made at a price to be
determined by the book-building method prescribed in Rule 246 of the “Enforcement Rules for Securities
Listing Regulations” established by the Tokyo Stock Exchange (a method whereby provisional terms andconditions regarding the selling price are offered to investors at the time of solicitation of subscriptions toacquire shares, and the selling price, etc. is determined after ascertaining investor demand for the shares).
However, whether or not and when this Secondary Offering will be made have not been determined. If thissecondary offering is not conducted, the new listing on the Tokyo Stock Exchange will be a direct listing(a listing by a domestic company that is not listed on a financial instruments exchange in Japan without
conducting a public offering, etc. prior to listing). In such case, the special quotation on the first day oflisting of the Shimadaya shares will be the trade reference price determined by the “document stating thetrade reference price of share certificates, etc. for initial listing application” prepared by the managing
trading participant as stipulated in Rule 253-2, Paragraph 2 of the “Enforcement Rules for Securities Listing
Regulations” established by the Tokyo Stock Exchange.
(2)

Schedule for dividends in kind
Schedule
Wednesday, June 26, 2024
Friday, September 13, 2024
Friday, September 27, 2024
Monday, September 30, 2024

(Notes)Description
This General Meeting of Shareholders
Date of public notice of record dateEx-rights day
Record date for distribution
Effective date of dividend in kind
Distribution date
Tuesday, October 1, 2024
Date on which distributed Shimadaya stock can be traded on theTokyo Stock Exchange (scheduled date to be listed on the Tokyo
Stock Exchange)
1. In order to determine the shareholders entitled to receive the dividends-in-kind in the Spin-off, the Company intends toadopt a resolution on Monday, August 26, 2024, after the proposal is approved at this General Meeting of Shareholders,to establish a distribution record date, as follows.
(1) Date of public notice: Friday, September 13, 2024
(2) Record date for distribution: Monday, September 30, 2024
(3) Method of public notice: Public notice will be made electronically and posted on the Company’s website.
https://melco-hd.jp/koukoku/index.html (in Japanese)
2. The above is the schedule regarding the dividends in kind and the scheduled listing of the distributed Shimadaya stock on
the Tokyo Stock Exchange, and the schedule for the Secondary Offering has not been determined.

4. Overview of Shimadaya, the company issuing the shares to be distributed in kind (the company being spun off)
(as of March 31, 2024)(1) Name
Shimadaya Corporation- 14 -

(2)Address
33-11, Ebisunishi 1-chome, Shibuya-ku, Tokyo(3)

Title and name of representative
Kenji Okada, President and CEO(4)

Business Description
Manufacture and sale of noodles and related food products(5)

Share capital
1,000 million yen(6)Date of establishment
March 4, 1949

(7)

Major shareholders and percentage of shareholding
The Company 100%

(8)

Total number of issued shares
10,577,900 shares(Note) The total number of issued shares is as of March 31, 2024. In order to make the delivery ratio of Shimadaya stockin the Spin-off to be one share of Shimadaya common stock for every one share of the Company’s common stock,
it is expected that Shimadaya stock will be split so that the total number of Shimadaya shares issued and outstanding
will match the total number of the Company’s shares outstanding (excluding treasury shares held).

(9)

Number of dilutive shares due to stock acquisition rightsNone(10) Our relationship with Shimadaya(ⅰ) Capital ties
A wholly owned subsidiary of the Company.
(ⅱ) Personal relations
Hiroyuki Maki, a representative director of the Company, was concurrently serving as an officer of
Shimadaya as of the end of the immediately preceding fiscal year and will continue to do so after the
Spin-off. There are no other personal relationships to be noted.
(ⅲ) Business relations
In the immediately preceding fiscal year, the Company had no business relationship with Shimadaya
or its group companies.
(ⅳ) Related party status
The Company is a related party as the parent company directly owning the company. Although
Shimadaya will cease to be a subsidiary of the Company after the Spin-off, it will continue to be a
related party as a company with the same parent company.
(11) Shimadaya’s consolidated operating results and consolidated financial position for the past three years
Fiscal term
Total Net assets (Millions of yen)
Total assets (Millions of yen)
Net assets per share (yen)Net sales (Millions of yen)
Operating profit (Millions of yen)
Ordinary profit (Millions of yen)
Profit attributable to owners of parent (Millions of yen)
Earnings per share (Yen)Dividend per share (Yen)

March 2022
19,732
28,732
1,865.49
31,317
2,219
2,426
1,686
159.4240- 15 -March 2023
19,551
29,776
1,848.32
34,115
2,213
2,377
1,834
173.4340

March 2024
15,83723,8891,497.26
38,973
3,353
3,474
2,524
238.70567

(12) Board Members
Positions in the company
Name
Director and Chairperson
Norio Kinoshita
President and CEO
Kenji Okada
Senior Managing Director
Shinichiro Soma
Managing Director
Nobuyuki ObaraManaging Director
Toshio Sasaki
Managing Director
Naoki Soneda
Director
Ryuta Sugiyama
Director
Tomoyuki Ota
Director
Hiroyuki Maki
Director (Audit and Supervisory Committee Member)
Masaru Kato
Director (Audit and Supervisory Committee Member)
Takashi Miyama
Director (Audit and Supervisory Committee Member)
Yasuyuki Takagi(Note) The above is the composition of the Board of Directors as of the preparation date of this notice. Norio Kinoshita, Director andChairperson of Shimadaya, and Ryuta Sugiyama, Director of Shimadaya, are scheduled to retire from their positions as Directorsof Shimadaya upon expiration of their terms of office at the conclusion of the General Meeting of Shareholders of Shimadaya
to be held on June 20, 2024.

(13) Listing
Shimadaya filed a preliminary listing application with the Tokyo Stock Exchange for an initial public
offering on April 24, 2024. Shimadaya plans to file an initial public offering application with the Tokyo
Stock Exchange prior to the implementation of the Spin-off. For details, please refer to “3. Other mattersrelating to the Spin-off (1) Listing of Shimadaya stock” above.
(14) Major shareholders and shareholding ratio after the Spin-off (Major shareholders and shareholding ratio of
the Company)
Number of shares held
(thousand shares)
7,740
2,093
1,621
717
500
191

Shareholder Name

Shareholding ratio (%)

MELCO Group Inc.
46.33 (45.69)
Hiroyuki Maki
12.53 (12.35)
ECM MF9.70 (9.57)
The Master Trust Bank of Japan, Ltd. (Trust Account)
4.29 (4.23)
Maki Makoto Foundation
2.99 (2.95)
Custody Bank of Japan, Ltd. (Trust Account)1.14 (1.12)
J.P.MORGAN SECURTIES PLC FOR AND ON BEHALF Of
162
0.97 (0.95)
ITS CLIENTS JPMSP RE CLIENT ASSETS-SEGR ACCT
Taiji Iwasaki
146
0.87 (0.86)
Melco Mutual Aid Association
112
0.67 (0.66)
Hiromi Maki79
0.47 (0.46)(Notes) 1. Since the dividends-in-kind resulting from the Spin-off will be paid at a ratio of one share of Shimadaya stock for eachshare of the Company’s common stock held by shareholders as of the record date, September 30, 2024. Therefore, as ofthe effective date of the Spin-off, the shareholder composition of Shimadaya at the time of the distribution will be thesame as that of the Company as of the record date. Accordingly, the Company’s shareholders as of March 31, 2024 arelisted for reference purposes. However, as described above in “3. Other matters relating to the Spin-off (1) Listing of
Shimadaya stock,” it is expected that the existing shareholders will sell their shares of Shimadaya stock.
2. Number of shares held is rounded down to the nearest thousand shares.
3. Shareholding ratios are calculated based on the total number of shares issued less treasury stock, rounded down to two
decimal places. The shareholding ratios in parentheses are calculated based on the total number of shares issued, including
treasury stock.

- 16 -

5. Shimadaya’s Financial Statements (Unaudited)(1) Consolidated balance sheets
Item
AssetsCurrent assets
Cash and deposits
Accounts receivable trade
Merchandise andfinished goods
Raw materials andsupplies
Deposits paid to
subsidiaries andassociates
Other

As of March
31, 2024(Millions of yen)
As of March
31, 2023

6,255

8,430

1,870

1,584

–

4,259

2,781

1,686

446

84

1,158

815

1,796

1,794

1,524

1,523

271
8,051

270
10,225

14,981

18,877

Stated capital
Capital surplus
Retained earnings

1,000
871
13,1101,000
871
17,005

Accumulated othercomprehensive income

856

674

607

423

244

244

4

6

15,83723,88919,551
29,776

As of March
31, 2024

As of March
31, 2023

11,27017,465

3,997

5,249

5,645

4,326

Short-term borrowings

1,232

1,033

Accrued expenses

243

255

–

6,300

159

308

Item
Liabilities
Current liabilities
Notes and accounts
payable - trade

Accrued corporate taxes,
etc.
Other

Allowance for bad debts(8)

Fixed assets
Tangible fixed assets
Buildings and structures
Machinery, equipment
and vehicles
Land
Leased assets
Construction in progress
Other
Intangible fixed assets
Other
Investments and other assets

12,61910,401
3,308

Fixed liabilities
Provision for retirement
benefit for directors (and(7)
other officers)
12,311Other
10,452 Total liabilities
3,438 Net assets

3,648

3,724

3,026
14
231
171
71
71
2,146

3,026
30
86
145
51
51
1,806

Investment securities

1,301

1,010

Shareholder equity

Other securities valuationdifferenceLand revaluation
Deferred tax assets
607
564
differences
Remeasurements of
Other
353
349
defined benefit plans
Allowance for bad debts(116)(116) Total net assets
Total assets
23,88929,776 Total liabilities and net assets(Note) Amounts are rounded down to the nearest million yen.

- 17 -

(2)Consolidated profit and loss statements
Item

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Other
Non-operating expenses
Interest expenses
Other
Ordinary profit
Extraordinary income
Gains from sale of fixed assets
Gains from sales of investment securities
Other
Extraordinary losses
Loss on retirement of fixed assets
Other
Net profit before income tax adjustment
Corporation tax, residents tax and business tax
Corporation tax adjustment
Total corporation taxes
Net profit for the current period
Net profit for the current period attributable to owners of parent(Note) Amounts are rounded down to the nearest million yen.

(3)

Fiscal year ended
March 31, 2024
38,97327,313
11,660
8,307
3,353
134
1
22
111
13
2
11
3,474
77
0
76
–
51
51
–
3,500
1,100
(124)
975
2,524
2,524

(Millions of yen)
Fiscal year ended
March 31, 2023
34,11524,575
9,539
7,326
2,213
182
3
19
159
18
6
11
2,377
37
0
10
27
72
67
4
2,343
550
(41)
508
1,834
1,834

Consolidated statement of comprehensive income
Fiscal year ended
March 31, 2024

Item
Net profit for the current period
Other comprehensive income
Other securities valuation differenceLand revaluation difference
Remeasurements of defined benefit plans, net of tax
Comprehensive income
Comprehensive income attributable toComprehensive income attributable to owners of parent(Note) Amounts are rounded down to the nearest million yen.

2,524
182
184
–
(1)
2,707
2,707

- 18 -(Millions of yen)
Fiscal year ended
March 31, 2023
1,834
(30)
1
(32)
(0)
1,803
1,803

(4)

Consolidated statements of changes in net assets
Fiscal year ended March 31, 2024
(Millions of yen)
Shareholders’ equity
Stated capital

Balance at beginning of
the current period
Changes amount for thecurrent period
Dividends from surplus
Net profit for the current
period attributable toowners of parent
Net changes in items
other than shareholders’equityTotal changes during period
Balance at the end of thecurrent period

Capital surplus

1,000

Total shareholders’equityRetained earnings

871

17,00518,877(6,420)(6,420)

2,524

2,524

－

－

(3,895)(3,895)

1,000

871

13,11014,981

Accumulated other comprehensive income
Other securities
valuationdifferenceLand revaluationdifferences

Balance at beginning of the423
current period
Changes amount for thecurrent period
Dividends from surplus
Net profit for the current
period attributable toowners of parent
Net changes in items
other than shareholders’184
equityTotal changes during period
184
Balance at the end of the607
current period(Note) Amounts are rounded down to the nearest million yen.

244

Remeasurementsof defined benefit
plans

Total accumulated
othercomprehensive
income6674

Total net assets

19,551(6,420)
2,524

–

(1)

182

182

–

(1)

182

(3,713)

244

4

856

15,837- 19 -

Fiscal year ended March 31, 2023
(Millions of yen)
Shareholders’ equity
Stated capital
Balance at beginning of thecurrent period
Changes amount for thecurrent period
Dividends from surplus
Net profit for the current
period attributable toowners of parent
Payment of thedifference in thepurchase of treasurystock
Net changes in items
other than shareholders’equityTotal changes during period
Balance at the end of thecurrent period

Capital surplus

1,000

Total shareholders’equityRetained earnings

871

17,156

19,027

(423)

(423)

1,834

1,834

(1,562)(1,562)

－
－

－

(150)

(150)

1,000

871

17,00518,877

Accumulated other comprehensive income
Other securities
valuationdifferenceLand revaluationdifferences

Balance at beginning of the421
current period
Changes amount for thecurrent period
Dividends from surplus
Net profit for the current
period attributable toowners of parent
Payment of thedifference in thepurchase of treasurystock
Net changes in items
other than shareholders’1equityTotal changes during period
1Balance at the end of the423
current period(Note) Amounts are rounded down to the nearest million yen.

276

Remeasurementsof defined benefit
plans

Total accumulated
othercomprehensive
income6705Total net assets

19,732

(423)
1,834

(1,562)

(32)

0

(30)

(30)

(32)

0

(30)

(181)

244

6

674

19,551- 20 -

(5)Consolidated cash flow statements

4,650
3,500
1,398
1
0
(23)
2
(0)
51
(76)
(1,319)
(187)
41
255
1,339
11
4,993
24
(2)
–
(469)
104
4,804
(1,503)
0
(41)
(29)
81

(Millions of yen)
Fiscal year ended
March 31, 2023
2,786
2,343
1,412
(7)
(0)
(23)
6
(0)
67
(10)
(523)
(255)
(27)
239
(59)
(67)
3,094
23
(6)
44
(436)
66
(5,896)(1,382)
0
(18)
(27)
34

6,300

(4,500)(3)(10,706)(4,160)(99)(26)(6,420)–(1,251)
5,249
3,997

(2)
(1,319)
1,560
(861)
(32)
(423)
(1,562)(4,429)
9,679
5,249

Fiscal year ended
March 31, 2024

Item
Cash flows from operating activities
Net profit before income tax adjustment
Depreciation
Increase (decrease) in retirement benefit liability
Increase (decrease) in allowance for bad debts
Interest and dividend income
Interest expenses
Loss (gain) on sale of tangible fixed assets
Loss on retirement of tangible fixed assets
Loss (gain) on sale of investment securities
Decrease (increase) in trade receivables
Decrease (increase) in inventories
Decrease (increase) in other assets
Increase (decrease) in trade payables
Increase (decrease) in other obligations
Other, net
SubtotalInterest and dividends received
Interest paid
Proceeds from insurance income
Corporation taxes paid
Corporation taxes refund
Cash flows from investing activities
Purchase of tangible fixed assets
Proceeds from sale of tangible fixed assets
Purchase of intangible assets
Purchase of investment securities
Proceeds from sale of investment securities
Decrease (increase) in deposits paid to subsidiaries andassociates
Other, net
Cash flows from financing activities
Net increase (decrease) in short-term borrowings
Repayments of long-term borrowings
Repayments of lease liabilities
Dividends paid
Payment of the difference in the purchase of treasury stock
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period(Note) Amounts are rounded down to the nearest million yen.

- 21 -