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.

Securities Code: 6676
June 14, 2022
To our shareholders:Hiroyuki Maki, President and CEO
Melco Holdings Inc.
11-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo

Notice of the 36th Annual General Meeting of Shareholders
You are hereby notified that the 36th Annual General Meeting of Shareholders of Melco Holdings Inc. (the“Company”) will be held as described below.
Considering the still precarious situation with fluctuations in the number of COVID-19 cases, the Company willhold this general meeting of shareholders by implementing appropriate measures to prevent the spread of COVID19.
We strongly encourage all shareholders to exercise their voting rights in advance in writing or via the Internet, etc.
as much as possible, and refrain from attending on the day of the meeting.
Please review the subsequent Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights by 5:45 p.m. on Tuesday, June 28, 2022 (JST).
1. Date and Time: Wednesday, June 29, 2022, 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 Board of Auditors for the 36th fiscal
term (from April 1, 2021 to March 31, 2022)
2. Report on the non-consolidated financial statements for the 36th fiscal term (from April 1, 2021 to March
31, 2022)
Matters to be resolved
Proposal No. 1:
Partial Amendment to the Articles of Incorporation
Proposal No. 2:
Election of Eleven (11) Directors
Proposal No. 3:
Payment of Bonuses to Officers
4. Matters Regarding Internet Disclosure
Of the documents attached to this convocation notice, pursuant to the provisions of laws and regulations and the
Articles of Incorporation, the Company has posted the following matters on its website. Therefore, the matters
are not included in the documents attached to this convocation notice. Consequently, the attached documents tothis convocation notice are part of the documents which were audited by the Auditors or Financial Auditor in
preparing the audit reports.
1. Matters regarding subscription rights to shares, etc. of the Company
2. Overview of the system to ensure the properness of operations and operational status of such system
3. Consolidated statement of changes in net assets
4. Notes to consolidated financial statements
5. Non-consolidated statement of changes in net assets
6. Notes to non-consolidated financial statements

-1-

-

If you are attending on the date, you are kindly requested to present the enclosed voting form to the receptionist.
Please note that in case of any changes in the Reference Documents for the General Meeting of Shareholders, business report, thenon-consolidated financial statements and the consolidated financial statements, the revised matter(s) will be posted on the
Company’s website on the internet.
Company’s website: https://melco-hd.jp/ir/zaimu/kabunushi_soukai.html-2-

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

Partial Amendment to the Articles of Incorporation

1. Reasons for Proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 15, paragraph 1 in “Proposed Amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 15, paragraph 2 in “Proposed Amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of Amendments
Details of amendments are as follows:(Underlined portions represent amendments)
Current Articles of Incorporation
Proposed Amendments
Chapter III
Chapter III
General Meeting of Shareholders
General Meeting of Shareholders(Internet Disclosure and Deemed Provision of Reference(Deleted)
Documents for the General Meeting of Shareholders, Etc.)
Article 15.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, non-consolidated financial
statements and consolidated financial statements through theinternet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.
(Newly established)(Measures, etc. for Providing Information in Electronic Format)
Article 15.
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
Article 16 to Article 42 (Provisions omitted)
Article 16 to Article 42 (Unchanged)(Newly established)(Supplementary Provisions)-3-Current Articles of Incorporation

Proposed Amendments
1. The amendment to the Articles of Incorporation pertaining
to Article 15 shall be effective from September 1, 2022,
which is the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 15 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from the Date of
Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the general meeting of shareholders in the preceding
paragraph, whichever is later.

-4-

Proposal No. 2:

Election of Eleven (11) Directors

The terms of office of all currently serving nine (9) Directors will expire at the conclusion of this general meeting.
Therefore, the Company proposes the election of eleven (11) Directors. The candidates for Director are as follows:
Candidate
No.
1
2
3
4
5
6
7

Hiroyuki Maki
Tamio Matsuo
Norio Kinoshita
Yoshimasa Nagase
Manabu Yano
Iwao Tsusaka
Daisuke Maki

President and CEO
Executive Vice President
Director
Director–
Director
Director

8

Kenichi Fukuhara

Outside Director

9

Ichiro Hirata

Outside Director

10

Shigeru Sasaki

Outside Director

11

Jun Kamiya

–

Name

Current position in the Company

Reelection: Candidate for Director to be reelected
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-5-

Reelection
Reelection
Reelection
Reelection
New election
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Candidate
No.

Name
(Date of birth)

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

1

2

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)
Hiroyuki Maki
May 2020
President and CEO of Buffalo IT Solutions Inc.
(November 15, 1980)(current position)
Oct. 2020
President and CEO of Melco Financial
Reelection
617,895
Holdings Inc. (current position)
May 2021
President and CEO of BIOS Corporation
Attendance at meetings of theMay
2022
Director of Shimadaya Corporation (current
Board of Directors
position)
15/15 meetings
June 2022
Member of the Board, Saison Information
Systems Co., Ltd. (scheduled)[Significant concurrent positions outside the Company]
President and CEO of Buffalo Inc.
President and CEO of Buffalo IT Solutions Inc.
President and CEO of MELCO Financial Holdings Inc.
Director of Shimadaya Corporation
Member of the Board of Saison Information Systems Co., Ltd.
(scheduled)
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 of Melco values and developing a strong business foundation. He
also has been concurrently serving as President of a core operating company, Buffalo Inc., since May 2018, andimplementing management while demonstrating his own actions. The Company has judged that his management skills
are indispensable to the Company group (the “Group”), and therefore has nominated him as a candidate for Director.
Feb. 2001
Joined Melco Inc. (currently Buffalo Inc.)
May 2005
Director of Buffalo Inc.
June 2007
Director and General Manager ofTamio Matsuo
Administrative Headquarters of the Company(January 14, 1954)
May 2013
Executive Vice President and CEO
June 2014
Executive Vice President (current position)
Reelection
June 2014
Outside Director of Shimadaya Corporation
2,830
Nov. 2015
Outside Director of DigiOn, Inc.
Attendance at meetings of the
May 2016
Executive Vice President of Buffalo Inc.
Board of Directors
Apr.
2018
Director of Shimadaya Corporation (current
15/15 meetings
position)[Significant concurrent positions outside the Company]
Director of Shimadaya Corporation
Reasons for nomination as a candidate for Director
Tamio Matsuo has deep insight in areas of management planning, administration, and compliance in particular, and has
been in a position to supervise the Group’s overall administrative functions for many years. From such experience, healso has outstanding ability in organizational management and supervision. The Company has judged that suchknowledge and experience will help improve the Group’s corporate value, and therefore has nominated him as a
candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)
Norio Kinoshita(May 19, 1954)
Reelection

3

4Career summary, position and responsibility in the Company
Mar. 1978
Joined Shimadaya Corporation
June 1998
Director
June 2002
Managing Director
June 2006
President and CEO (current position)
June 2018
Director of the Company (current position)[Significant concurrent positions outside the Company]
President and CEO of Shimadaya Corporation

Number of theCompany’s shares
owned

11,850Attendance at meetings of theBoard of Directors
15/15 meetings
Reasons for nomination as a candidate for Director
Norio Kinoshita has served for many years as President and CEO of Shimadaya Corporation, which became part of theGroup in April 2018, and has an outstanding track record and talent as a manager. The Company has judged that his
abundant experience and outstanding leadership in the food field will help improve the Group’s corporate value, andtherefore has nominated him as a candidate for Director.
Apr. 1981
Joined Daiwa Securities Co., Ltd.
Apr. 2006
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.
Yoshimasa Nagase
Deputy Head of Sales Division and Corporate(November 3, 1957)
Officer
Apr.
2013
Senior Executive Managing Director and Head
Reelection
0of Product Solution Division
Attendance at meetings of the Apr. 2015
Representative Senior Executive
Board of Directors
Managing Director and Compliance Officer
12/12 meetings
Senior Executive Managing Director of Daiwa
Securities Group Inc.
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)[Significant concurrent positions outside the Company]
Representative Director of J&You Corporation.
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.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1993
Jan. 2002
Nov. 2004
May 20185

6

7Number of theCompany’s shares
ownedJoined Melco Inc. (currently Buffalo Inc.)
Joined Prime Network Inc.
Joined Buffalo Inc.
Director and Manager of Corporate
Manabu Yano
Management Division(January 11, 1970)
1,100
Dec. 2018
Director of toConnect, Inc. (current position)
Dec. 2020
Managing Director of Buffalo Inc. (current
New election
position)[Significant concurrent positions outside the Company]
Managing Director of Buffalo Inc.
Director of toConnect, Inc.
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.
Iwao Tsusaka
Oct. 1992
Head of Iwao Tsusaka Certified Public(May 28, 1957)
Accountant Office (current position)
Oct. 1999
Auditor of Buffalo Inc. (currently the
Reelection
Company)
8,350
June 2004
Director of the Company (current position)
Attendance at meetings of the [Significant concurrent positions outside the Company]
Board of Directors
Head of Iwao Tsusaka Certified Public Accountant Office
15/15 meetings
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.
July 2008
President and CEO of Coma-systems Co., Ltd.
May 2010
President and CEO of MNBI Inc.
Nov. 2010
Joined the Company
Daisuke Maki
Mar. 2011
Director of Makis Inc. (current position)(June 23, 1982)
June 2012
Joined Buffalo Inc.
May 2013
DirectorReelection
617,895
Feb. 2018
CEO of Buffalo Americas Inc.
Attendance at meetings of the May 2018
Director of Buffalo Inc.
Board of Directors
July 2020
Director of Buffalo Americas Inc.
12/12 meetings
June 2021
Director of the Company (current position)[Significant concurrent positions outside the Company]
Director of Makis Inc.
Reasons for nomination as a candidate for Director
Daisuke Maki is the second son of the founder; he has inherited the founder’s technological gift and served as an
executive in the Development Department and has been an officer of an overseas subsidiary of Buffalo Inc. Based onsuch abundant knowledge and experience in the technology field, Mr. Maki has been actively making remarks in the
Board of Directors. The Company has judged that such knowledge and experience will help improve the Group’s
corporate value, and therefore has nominated him as a candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1976
June 2000

Apr. 2004

June 2004
Apr. 2007

June 2007

Joined Nomura Securities Co., Ltd.
Director
President of Nomura Research & Advisory Co.,Ltd.
Corporate Senior Executive Vice President ofBenesse Corporation (currently Benesse
Holdings, Inc.)
Representative Director and President ofBenesse Style Care Co., Ltd.
Representative Director, Vice Chairman, and
Deputy CEO of Benesse Corporation (currently
Benesse Holdings, Inc.)
Chairman of the Board and CEO of Berlitz
International, Inc.

Oct. 20098

Number of theCompany’s shares
owned

Representative Director, Executive Vice
President, and CFO of Benesse Holdings, Inc.
Oct.
2012
Vice Chairman of the Board of Fukutake
Kenichi Fukuhara
Foundation(April 19, 1951)
Oct. 2014
Representative Director, Executive Vice
Reelection
President, CAO, and CFO of Benesse Holdings,
OutsideInc.
0
Independent
Apr. 2015
Representative Director, Executive Vice
President, and CAO
Attendance at meetings of the Nov. 2015
Director of Benesse Foundation for Children
Board of Directors
June 2016
Representative Director and President of
15/15 meetings
Benesse Holdings, Inc.
Chairman of the Board and CEO of Berlitz
Corporation
Oct. 2016
Representative Director and Vice Chairman ofBenesse Holdings, Inc.
June 2019
Special Adviser (current position)
Outside Director of the Company (current
position)
June 2020
Representative Director and Vice Chairman ofBenesse Foundation for Children (current
position)
Special Advisor to Fukutake Foundation(current position)[Significant concurrent positions outside the Company]
Special Adviser of Benesse Holdings, Inc.
Representative Director and Vice Chairman of Benesse
Foundation for Children
Special Advisor to Fukutake Foundation
Reasons for nomination as a candidate for outside Director and overview of expected roles
Kenichi Fukuhara has a background of participating in management of a corporate group as officer of domestic andoverseas group companies of Nomura Securities Co., Ltd. and Benesse Holdings, Inc., and therefore has abundant
experience, a good track record, and insight. Based on such abundant experience, track record, and insight, Mr.
Fukuhara has been actively making remarks in the Board of Directors, offering beneficial opinions and guidance on theGroup’s management from an objective and professional point of view. With the expectation that he will continue tosignificantly help improve corporate value and strengthen the management supervision function of the Group, theCompany has nominated him as a candidate for outside Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1980

9

Number of theCompany’s shares
ownedJoined Tokyo Shibaura Electric Co., Ltd.
(currently Toshiba Corporation)
June 2005
General Manager of Memory Marketing
Promotion Department, Memory Division of
Ichiro Hirata
Semiconductor Company(October 19, 1957)
July 2011
Chief Marketing Executive of Semiconductor& Storage Products Company
Reelection
Sept. 2015
Executive Officer and Corporate Vice President
Outside0
Independent
June 2018
Director of Toshiba Digital Solutions
Corporation
Attendance at meetings of the Apr. 2019
Adviser of Kaga Electronics Co., Ltd. (current
Board of Directors
position)
15/15 meetings
June 2019
Outside Director of the Company (current
position)[Significant concurrent positions outside the Company]
Adviser of Kaga Electronics Co., Ltd.
Reasons for nomination as a candidate for outside Director and overview of expected roles
Ichiro Hirata has a background of participating in management of a corporate group as Executive Officer and Corporate
Vice President of Toshiba Corporation, and therefore has abundant experience, track record, and insight. Based on suchabundant experience, track record, and insight, Mr. Hirata has been actively making remarks in the Board of Directors,
offering beneficial opinions and guidance on the Group’s management from an objective and professional point of view.
With the expectation that he will continue to significantly help improve corporate value and strengthen the management
supervision function of the Group, the Company has nominated him as a candidate for outside Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1981
Apr. 2008

10

Number of theCompany’s shares
ownedJoined Fujitsu Limited
General Manager, the R&D Strategy andPlanning Office of Fujitsu Laboratories Ltd.
June 2008
Director
Director of Fujitsu Laboratories of Europe Ltd.
Sept. 2009
Chairman of Fujitsu R&D Center Co., Ltd
Apr. 2010
Corporate Senior Vice President of Fujitsu
Laboratories Ltd.
Head of R&D Strategy and Planning OfficeDirector of Fujitsu Laboratories of America,
Inc.
Apr. 2016
President and CEO of Fujitsu Laboratories Ltd.
Shigeru Sasaki
Chairman of Fujitsu Laboratories of America,(April 9, 1956)
Inc.
Chairman of Fujitsu Laboratories of Europe
Reelection
Ltd.
Outside0
Independent
Apr. 2018
CTO of Fujitsu Limited
Aug. 2019
Head of Japan Office, the National Research
Attendance at meetings of theCouncil Canada (current position)
Board of Directors
Nov. 2019
Senior Specially Appointed Professor of Tokyo
12/12 meetings
University of Science (current position)
Visiting Researcher (Senior Researcher) of The
University of Tokyo Institute for Future
Initiatives (current position)
June 2021
Outside Director of the Company (current
position)[Significant concurrent positions outside the Company]
Head of Japan Office, the National Research Council Canada
Senior Specially Appointed Professor of Tokyo University of
Science
Visiting Researcher (Senior Researcher) of The University ofTokyo Institute for Future Initiatives
Reasons for nomination as a candidate for outside Director and overview of expected roles
Shigeru Sasaki has a background of participating in research and development of systems for media processing andsecurity and in management of a corporate group as officer of domestic and overseas group companies of Fujitsu
Limited, and therefore has abundant experience, a good track record, and insight. Based on such abundant experience,
track record, and insight, Mr. Sasaki has been actively making remarks in the Board of Directors, offering beneficial
opinions and guidance on the Group’s management from an objective and professional point of view. With the
expectation that he will continue to significantly help improve corporate value and strengthen the management
supervision function of the Group, the Company has nominated him as a candidate for outside Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1981
Oct. 1995

11(Notes)Number of theCompany’s shares
ownedJoined Brother Industries, Ltd.
Director & President of Brother International
Corporation (Canada) Ltd.
Apr. 1999
General Manager of Business Machines
Division of Brother Sales, Ltd.
June 2001
Director
Jun KamiyaJune 2003
Director & Managing Executive Officer(February 11, 1959)
June 2005
Representative Director & President
0
New election
Apr. 2008
Executive Officer of Brother Industries, Ltd.
OutsideDec. 2009
Representative Director & Chairman of Xing
IndependentInc.
Apr. 2010
Group Managing Executive Officer of BrotherIndustries, Ltd.
June 2014
Director & Managing Executive Officer[Significant concurrent positions outside the Company]
None
Reasons for nomination as a candidate for outside Director and overview of expected roles
Jun Kamiya has a background of participating in management of a corporate group as Director & Managing Executive
Officer of Brother Industries, Ltd. and officer of its domestic and overseas group companies, and therefore has abundant
experience, a good track record, and insight. With the expectation that he will help significantly improve corporate
value and strengthen the management supervision function of the Group by offering beneficial opinions and guidanceon the Group’s management from an objective and professional point of view, based on such abundant experience, trackrecord, and insight, the Company has nominated him as a candidate for outside Director.
1. There are no special interests between each candidate and the Company.
2. 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 thepast ten years as executive at Makis Inc., a parent company, etc. of the Company, if applicable.
3. While Mr. Fukuhara, Mr. Hirata, and Mr. Sasaki are currently outside Directors of the Company, the term of office as an
outside Director for Mr. Fukuhara and Mr. Hirata will have been three years each, and for Mr. Sasaki will have been one
year, at the conclusion of this general meeting.
4. The Company has submitted notification that Mr. Fukuhara, Mr. Hirata, and Mr. Sasaki are independent officers to boththe Tokyo Stock Exchange and Nagoya Stock Exchange as specified by the exchanges. If this proposal is approved andadopted and each person is re-elected as outside Director, the Company plans to maintain the notification that they are
independent officers to both exchanges. Mr. Kamiya meets the requirements for an independent officer specified by the
Tokyo Stock Exchange and Nagoya Stock Exchange; the Company therefore has appointed him as independent officer
and submitted notification to both exchanges.
5. 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, they will become the insured
under the insurance contract. The content of the insurance contract will be the same at the next renewal.
6. 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 (the “liability limitation agreement”) with Mr. Tsusaka, Mr. Maki (Daisuke), Mr.
Fukuhara, Mr. Hirata, and Mr. Sasaki. The limit of liability under the agreement shall be the amount provided for as theminimum liability amount by Article 425, paragraph (1) of the Companies Act. If their re-election is approved, theCompany plans to continue the agreement with each of them. In addition, if Mr. Kamiya is elected and assumes officeunder this proposal, the Company plans to enter into the liability limitation agreement with him. 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.
7. As was announced on April 26, 2022, during the fiscal year under review, it was revealed that an employee in charge ofaccounting at Shimadaya Kanto Co., Ltd., a consolidated subsidiary of the Company, had committed misconduct such as
illegal remittance from the subsidiary’s savings account in its financing bank to the employee’s own savings account(“this misconduct”) from May 2017 to December 2021. Outside Directors Mr. Fukuhara, Mr. Hirata, and Mr. Sasaki,
who had not been aware of the fact before this misconduct was revealed, have been regularly making remarks in the
Board of Directors meetings, etc. for appropriate business operations from the viewpoint of compliance with laws andregulations. After the revelation of this misconduct, the outside Directors made in the Board of Directors meeting a- 12 -

proposal for the prevention of recurrence, and Mr. Fukuhara took part in the investigation as a member of the internal
committee to investigate this misconduct; they have been executing their duties properly.

- 13 -

(Reference) Skill Matrix (to be applied after this general meeting of shareholders)
Under the management philosophy of Melco values, the Company nominates candidates for Director considering abalance of knowledge, experience, and ability, to enable the Board of Directors to make agile and swift decisionmaking toward permanent business growth and the construction of a strong business portfolio that can endure anychange in the outside environment.
The skill matrix of the Directors, which will apply upon approval of Proposal No. 2 as proposed, is as follows.
Knowledge and experience in
the industry

Candidate
No.

Name

1
2
3
4
5
6
7
8
9
10
11

Hiroyuki Maki
Tamio Matsuo
Norio Kinoshita
Yoshimasa Nagase
Manabu Yano
Iwao Tsusaka
Daisuke Maki
Kenichi Fukuhara
Ichiro Hirata
Shigeru Sasaki
Jun Kamiya

IT-related

Food

●
●

Finance●●●

Functional skill
Businessmanagement

●
●
●
●

●

Financeandaccounting●●

Technology

●

IR

M&A

●

●
●

●
●
●

●
●
●
●
●

Compliance

●
●
●
●
●

- 14 -

●
●

●
●
●
●

Proposal No. 3:

Payment of Bonuses to Officers

Taking into account the business results, etc. for the fiscal year under review, the Company proposes to pay
bonuses to Directors in a total amount of ¥26,564,000. Among the nine Directors in office as of the end of the fiscal
year under review, the payment will be made to three executive Directors.
The Company also proposes the specific amount to be paid to each Director be left to the resolution of the Board of
Directors.
This proposal is decided by the Board of Directors upon deliberation by the Remuneration Committee, which wasestablished voluntarily, considering comprehensively the business results, etc. of the Company during the fiscal
year under review, and is considered appropriate.

- 15 -