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.

March 19, 2024
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 Change in Equity-Method Associate (Share Transfer),
Recording of Extraordinary Income, and Revision of Earnings Forecasts
MELCO HOLDINGS INC. (the “Company”) hereby announces that it has resolved, by written resolution in lieuof a resolution at a meeting of the Board of Directors pursuant to Article 370 of the Companies Act (Act No. 86 of2005, as amended) and the Company’s Articles of Incorporation, to transfer a portion of the shares (the “ShareTransfer”) of its equity-method associate, SAISON INFORMATION SYSTEMS CO., LTD. (“SAISONINFORMATION”), to MELCO Group Inc. (“MELCO Group”), the parent company of the Company, and to THE
UBIQUITOUS MASTER SERIES TRUST MELCO GROUP MASTER FUND (the “Fund”), managed by STM
Heritage Pte. Ltd., on March 19, 2024. As a result of the Share Transfer, SAISON INFORMATION will nolonger be an equity-method associate of the Company; however, the Company will continue to hold 0.5% of thevoting rights of SAISON INFORMATION and will continue to collaborate with it.
1. Reasons for the Share Transfer
As part of its reorganization and balance sheet optimization, the Company has reviewed its shareholdings anddetermined that, to further enhance its corporate value, it is best to transfer its shares of SAISONINFORMATION in order to make more appropriate investments and shareholder returns.
In conjunction with the Share Transfer, the Company group (the “Group”) and SAISON INFORMATION
have decided to continue the capital and business alliance agreement dated October 29, 2021, as amended byadding MELCO Group as a party to the agreement, and will continue to maintain a collaborative relationshipto further enhance the corporate value of both companies.
2. Overview of equity-method associate to be transferred(1) Name(2) Address(3) Title and name of representative(4) Business description(5) Share capital(6) Date of establishment(7) Major shareholders andpercentage of shareholding

SAISON INFORMATION SYSTEMS CO., LTD.
1-8-1 Akasaka, Minato-ku, Tokyo
Makoto Hayama, President & CEO
HULFT business, data platform business, distribution IT services business, financial
IT services business¥1,367 million
September 1, 1970
Credit Saison Co., Ltd.
46.84%MELCO HOLDINGS INC.
27.71%ECM Master Fund SPV 1
5.29%
Intelligent Wave Inc.
3.09%
Dai Nippon Printing Co., Ltd.
1.90%
SAISON INFORMATION SYSTEMS Employee Shareholding Association 1.64%
Kyowa Seika K.K.
1.06%
Fujitsu Limited
0.49%Mizuho Trust & Banking Co., Ltd.
0.37%
Tomohiro Yoshida
0.25%
Note:
As of September 30, 2023-1-Capital
relationship
Personnel
relationship

The Company holds 27.71% of the total number of issued shares ofthe said company.
One Director of the Company concurrently serves as a Director of(8) Relation between the listed
the said company.
company and the said company
The Company has concluded a capital and business allianceBusinessagreement with the said company, and there are system
relationshipdevelopment transactions, etc.
(9) Consolidated financial results and consolidated financial position of the said company for the last three years(Millions of yen, unless otherwise noted)
Fiscal year ended
Fiscal year ended
Fiscal year ended
Fiscal year
March 31, 2021
March 31, 2022
March 31, 2023
Consolidated net assets
14,037
14,74814,742
Consolidated total assets
20,471
20,833
21,299Consolidated net assets per share
866.53910.41910.08(yen)
Consolidated net sales
22,49923,21823,952
Consolidated operating profit
2,989
2,916
2,183
Consolidated ordinary profit
3,003
2,943
2,223
Profit attributable to owners of2,460
2,051
1,440
parentConsolidated earnings per share
151.91
126.6488.94(yen)Dividend per share (yen)
85.00
90.00
90.00

3. Company to which shares will be transferred(1) Name(2) Address(3) Title and name of representative(4) Business description
(5)
(6)
(7)
(8)
(9)

Share capital
Date of establishment
Net assets
Total assets
Major shareholders andpercentage of shareholding

MELCO Group Inc.
1-11-1 Marunouchi, Chiyoda-ku, Tokyo
Hiroyuki Maki, Representative Director
Holding and managing securities, business management and operation throughsubsidiaries¥98 million
September 28, 2009
¥36,190 million (March 31, 2023)¥42,289 million (March 31, 2023)
Makis Holding B.V. 100%

Capitalrelationship(10) Relation between the listedcompany and the said company

Personnel
relationship

Businessrelationship

Correspondence
to related party

The said company is the parent company of the Company(holds 57.92% of voting rights).
Note: MELCO Group Inc. holds 46.25% of the voting rightsof the Company, but is considered to be the parent
company of the Company as it holds 57.92% of thevoting rights of the Company when including 11.67%
held by persons with whom it has a close
relationship/agreement with.
Note: As of September 30, 2023
Three Directors of the Company concurrently serve asDirectors of the said company.
The Company’s consolidated subsidiary MELCO FINANCIAL
HOLDINGS INC. transferred all the issued shares of Melco
Capital Pte. Ltd., a former consolidated subsidiary of theCompany, to Makis Holding B.V., the parent company ofMakis Co., Ltd. (currently MELCO Group Inc.), on November
18, 2022. The amount of this transaction was ¥123 million, andwas determined reasonably through discussions based on stock
price valuation conducted by a third party.
The said company corresponds to a related party because it is
the parent company of the Company.

-2-(1) Name
(2) Address
(3)
(4)
(5)
(6)
(7)

Basis of establishment, etc.
Purpose of incorporation
Date of incorporation
Total amount of investment
Investors, investment ratio andoverview of investors(8) Overview of managing partners
or similar parties(9) Overview of domestic agent(10) Relation between the listedcompany and the Fund

THE UBIQUITOUS MASTER SERIES TRUST MELCO GROUP MASTERFUND
One Nexus Way Camana Bay
Grand Cayman KY1-9005, Cayman Islands
Unit trust under Cayman law
Fund operation
October 22, 2004
Undisclosed due to confidentiality obligations, etc.
Undisclosed as consent for disclosure has not been obtained.
Name
Address
Title and name ofrepresentative
Business
description
Share capital
Not applicable.
Relation between
the listedcompany and theFund
Relation between
the listedcompany and themanaging partner

STM Heritage Pte. Ltd.
18 Robinson Road, 18 Robinson #15-01, Singapore 048547
Kazuki Sakita
Investment management services
SG$1,000,000

None

The parent company of MELCO Group Inc. (Makis HoldingB.V.), which is the parent company of the Company, holds
100% of the shares of the said company.

4. 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(3) Total transfer value(4) Number of owned shares aftertransfer

4,488,800 shares (Holding ratio of voting rights: 27.7%)
4,407,800 shares (MELCO Group: 3,240,000 shares; the Fund: 1,167,800 shares)¥8,811,192,200 (MELCO Group: ¥6,476,760,000; the Fund: ¥2,334,432,200)
81,000 shares (Holding ratio of voting rights: 0.5%)

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

March 19, 2024
March 19, 2024
March 21, 2024

6. Outlook for the future
As a result of the Share Transfer, the Company expects to record an extraordinary income of approximately¥2.0 billion in its consolidated financial results for the fiscal year ending March 31, 2024.

-3-7. Revision of earnings forecasts(1) Consolidated earnings forecasts for the full fiscal year ending March 31, 2024 (April 1, 2023 throughMarch 31, 2024)
Profit attributableto owners ofEarnings per shareparentNet sales

Operating profit

Ordinary profit

Millions of yen

Millions of yen

Millions of yen

Millions of yen

Previously announced
forecasts (A)148,000

1,800

1,600

1,200

71.57

Revised forecasts (B)145,000

1,900

1,700

2,300

137.00Differences (B-A)(3,000)1001001,100(2.0)

5.6

6.3

91.7

142,576

4,518

4,718

3,057

Change (%)(Reference) Actual results forthe previous fiscal year
(Fiscal year ended March 31,2023)

Yen

181.23(2) Reason for revisions
As stated in 6. above, the Company has revised its consolidated earnings forecasts for the full fiscal year
ending March 31, 2024, as shown in the table above, in consideration of the recording as extraordinary
income of gain on sale of shares of subsidiaries and associates of approximately ¥2.0 billion resulting
from the transfer of SAISON INFORMATION’s shares, the recording of income tax expense including areview of deferred tax assets, and recent business trends.
Note: The above earnings forecasts are prepared based on information currently available to the Company, and actual
results may differ from these forecast figures due to a variety of factors going forward.

8. 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 shareholders
The Share Transfer is a transaction with MELCO Group, the parent company of the Company, and theShare Transfer corresponds to a transaction with the Company’s controlling shareholder, etc. As stated inthe Guidelines Concerning Measures to Protect Minority Shareholders in Transactions, etc. with theControlling Shareholder in the Corporate Governance Report which the Company disclosed on June 27,2023, the Company has formulated the “Standards for Transactions with the Parent Company,” to avoid
disadvantaging minority shareholders in conducting transactions and personnel exchanges with the parentcompany and the subsidiaries thereof (excluding the Group 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, and periodic reports to the Board of Directors regarding
the state of all transactions and personnel exchanges. The Company views the Share Transfer is inconformity to the above policy because required measures have been taken as stated in the following
section (2).
(2) Matters concerning measures to guarantee fairness and measures to avoid conflicts of interest
Firstly, the Company decided that the common shares of SAISON INFORMATION, the asset to betransferred, would be traded at a fair market price, which was set at ¥1,999, the closing price of thecommon shares of SAISON INFORMATION on the Tokyo Stock Exchange on the day prior to theexecution date of the share transfer agreement. The Company also requested that Deloitte Tohmatsu
Financial Advisory LLC (Representative: Kazuhiro Fukushima, Address: Marunouchi Nijubashi
Building, 3-2-3 Marunouchi, Chiyoda-ku, Tokyo) (“Deloitte”), a third-party valuation agent, calculate thevalue of the common shares of SAISON INFORMATION. There are no significant interests between
Deloitte and the Company, nor with MELCO Group Inc. or THE UBIQUITOUS MASTER SERIES-4-TRUST MELCO GROUP MASTER FUND, which are the companies to which the shares will betransferred.
Deloitte used multiple methods to calculate the share value of SAISON INFORMATION based on thegoing concern assumption for the company and the belief that it is appropriate to evaluate the share value
from multiple perspectives. The following methods were used to calculate the value of the commonshares of SAISON INFORMATION: the market share price method, as SAISON INFORMATION islisted on the Tokyo Stock Exchange Standard Market and a market share price exists; the comparable
company analysis method, as there are several comparable listed companies that can be compared with
SAISON INFORMATION and it is possible to estimate the share value through comparisons withcomparable companies; and the discounted cash flow method (the “DCF method”), in order to reflect thefuture business activities of SAISON INFORMATION into the calculation.
Market share price method: ¥1,933 to ¥1,999
Comparable company analysis method: ¥1,775 to ¥1,988
DCF method: ¥1,886 to ¥2,221
Even after taking the results of Deloitte’s calculations into consideration, the Company has assessed thevalue of common shares of SAISON INFORMATION at ¥1,999, the value that was determined throughdiscussions with MELCO Group and the Fund, and has determined that the transfer of SAISONINFORMATION shares is a transaction at a fair price.
Secondly, in examining the Share Transfer, the Company inquired, as stated in the following section (3),four individuals who are its outside Directors not interested in MELCO Group, the Company’scontrolling shareholder, and its independent officers registered with Tokyo Stock Exchange, Inc. (the“Tokyo Stock Exchange”), and obtained their opinion that the Share Transfer is not disadvantageous 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 Representative Director ofMELCO Group, the Company’s controlling shareholder; Tamio Matsuo and Iwao Tsusaka, theCompany’s Directors who concurrently serve as Directors of MELCO Group; and Daisuke Maki, aformer Director of MELCO Group, did not take part in the deliberation and resolution on the agenda item
concerning the Share Transfer.
(3) Summary of opinion obtained from parties no interested in the controlling shareholder concerning thepoint that the concerned transaction, etc. is not disadvantageous to minority shareholders
The Company asked Hiroyuki Miyajima, Kumiko Otsuka, Shogo Kimura and Jun Kamiya, who are theCompany’s outside Directors and independent officers not interested in MELCO Group, the Company’scontrolling shareholder, to examine whether or not the Company’s decision concerning the Share
Transfer disadvantages its minority shareholders because the Share Transfer corresponds to transactions
with the controlling shareholder, etc. The Company obtained from the four individuals a written opinion
to the effect that the Share Transfer does no disadvantage the Company’s minority shareholders on March19, 2024.
The details of the written opinion are as follows.
We judged that the transaction for transferring the shares of SAISON INFORMATION SYSTEMS CO.,LTD. (“SAISON INFORMATION”) to MELCO Group Inc. (“MELCO Group”) and THE
UBIQUITOUS MASTER SERIES TRUST MELCO GROUP MASTER FUND (the “Fund”) proposed to
the Board of Directors of MELCO HOLDINGS INC. (the “Company”) does not disadvantage theCompany’s minority shareholders from the following points of view.
(i)

Appropriateness of transaction objective
The Share Transfer is part of the Company’s reorganization and balance sheet optimization.
Specifically, the transaction objective is to sell shares of SAISON INFORMATION, which are notcommensurate with the Company’s cost of capital, and convert them into cash in order to consider
more appropriate investments and shareholder returns, which is an appropriate transaction objective.
The selection of MELCO Group as the company to which the shares will be transferred is a rational
choice in this case because the capital and business alliance with SAISON INFORMATION can bemaintained by transferring the shares to MELCO Group, the parent company of the Company. Nointention or factor disadvantageous to minority shareholders is assumed to be findable in theobjective or details of the SAISON INFORMATION share transfer.
-5-(ii) Fairness of transaction procedures
Looking at transaction procedures, materials to determine the transfer value by an independent thirdparty agent were properly disclosed and explained at a meeting of the Company’s Board ofDirectors. In addition, in the decision on the Share Transfer made by the Company’s Board ofDirectors, Hiroyuki Maki, the Company’s CEO who concurrently serves as the Representative
Director of MELCO Group, the Company’s controlling shareholder; Tamio Matsuo and IwaoTsusaka, the Company’s Directors who concurrently serve as Directors of MELCO Group; andDaisuke Maki, a former Director of MELCO Group, did not take part in the deliberation andresolution on the agenda item concerning the Share Transfer from the viewpoints of ensuring
fairness and objectivity and avoiding doubts about conflicts of interest. Accordingly, decisionmaking procedures concerning the Share Transfer transaction are considered to have been performedfairly.
(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, after consideration of the valuation report, the market
price (the closing price of the Tokyo Stock Exchange on the day prior to the execution date of theshare transfer agreement) was determined as the transfer value.
(iv) Impact on the Company’s corporate value
As stated above, the Share Transfer is part of the Company’s reorganization and balance sheetoptimization. The consideration of investments and shareholder returns going forward that arecommensurate with the cost of capital with respect to the transferred funds is assumed to enhance theCompany’s corporate value.

###-6-