10:29 MELCO INT'L DEV<00200> - Announcement (3) In the first paragraph on p.47 of the Circular, it should be read as "The table above shows that the conversion price represents substantial premiums ranging from approximately 59.5% (instead of "19.4%") to 178.9% over the average Share closing price of (i) the three months up to 11 November 2004; (ii) the six months up to 11 November 2004; and (iii) the One-year Period, while it represents discounts of approximately 6.4%, 19.4% and 16.8% to (i) the Share closing price on 11 November 2004; (ii) the five days up to 11 November 2004; and (iii) average Share closing price for the one month ended 11 November 2004". In table 2 headed "Summary of the Comparable Issues" on p.48 of the Circular, the Conversion Price should represent a discount (instead of "premium") of 19.4% to the average closing price per Share in the last five trading days prior to the related announcement. Starting from the fifth line of the first paragraph on p.50 of the Circular, it should be read as "The conversion price of the Second Convertible Bond represents a discount (instead of "premium") of approximately 19.4% to (instead of "over") the average closing price of the Shares in the last five trading days prior to the date of the Second Agreement, which lies within (instead of "in the high end of") the range of that of the ten Comparable Issues. Given that (i) the Conversion Price is higher than the Share price most of the time in the One-year Period; (ii) the Conversion Price is significantly higher than the NTA per Share based on the financial statements of the Group as at 30 June 2004; and (iii) the Conversion Price represents a discount (instead of "premium") of approximately 19.4% to (instead of "over") the average closing price of the Shares in the last five trading days prior to the date of the Second Agreement, which lies within (instead of "in the high end of") the range of the Comparable Issues from a discount of approximately 91.3% to a premium of approximately 24.2%, we consider that the conversion price as stipulated under the Second Convertible Bond is acceptable". As to item (iii) on p.55 of the Circular, it should be read as "that the Conversion Price of the Second Convertible Bond represents a substantial premium over the unaudited net tangible asset value of the Company as at 30 June 2004 and significant premium over the closing price during most of the time in the One-year Period and the discount to (instead of "premium over") the average closing price of Shares in the last five trading days prior to the suspension pending the publish of the announcement relating to the Second Agreement is within the range of those of the Comparable Issues;". The Independent Financial Adviser to the Independent Board Committee confirmed that it is not aware of any other discrepancy or mistake in its letter of advice and, despite the above changes and due to the fact that the Conversion Price represents a discount of approximately 19.4% to the average closing price of the Shares in the last five trading days up to and including the date of the Second Agreement, which lies within the range of the Comparable Issues from a discount of approximately 91.3% to a premium of approximately 24.2%, its recommendation with regard to the Second Agreement and the Refreshment of General Mandate and the reasoning thereof as stated in its letter of advice contained in the Circular remain unchanged. The Independent Board Committee, having reviewed the revised analysis and opinion of the Independent Financial Adviser, maintained its opinion that the Connected Transaction is fair and reasonable so far as the Independent Shareholders are concerned and is in the interest of the Company and the Independent Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the relevant resolution(s) to be proposed at the EGM to approve the Connected Transaction.