11:05 MELCO INT'L DEV<00200> - Announcement (15) (c) Similarly, all gaming venture opportunities in Greater China (including Macau) of the Melco Group or the PBL Group are required to be carried out through, a separate joint venture company, owned as to 80% by Melco PBL Holdings and as to 20% by Melco. Accordingly, Melco has a direct and indirect 60% attributable interest in the joint venture company responsible for Greater China, with PBL holding the remaining 40%. The joint venture company responsible for gaming venture opportunities in Great China (including Macau) is Melco Entertainment. The requirement for each of the Melco Group and the PBL Group only carry on their respective gaming venture opportunities in Asia Pacific (excluding Australia and New Zealand) and Greater China through one or other of the joint venture companies, which are subsidiaries of Melco PBL Holdings and held in the respective proportions described above, is expected to benefit both Melco and PBL from the respective efforts and business connections of the other in the relevant jurisdictions. Each of them is expected to benefit from the reciprocal covenants and obligations of the other in this regard under the Shareholders Agreement. PBL, which is based in Australia, has established a leading reputation within the gaming and leisure industry in the Asia Pacific Region. Melco's relationship with PBL, through their joint venture Melco PBL Holdings, is expected to benefit Melco by allowing it to participate in projects within the Asia Pacific Region sourced and brought to the joint venture by PBL as a result of its standing and experience in the gaming and leisure industry in that region. Similarly, Melco has established a leading reputation within the gaming and leisure industry in Greater China, particularly in Macau. PBL's relationship with Melco is expected to benefit PBL by facilitating PBL's participation (through the Melco PBL Holdings joint venture) in projects within Greater China (particularly Macau) sourced and brought to the joint venture by Melco, as a result of its standing and experience in the gaming and leisure industry in Greater China. The only exception to the regime described above is if the relevant joint venture company elects not to pursue an opportunity brought to it by one of the joint venture partners. Accordingly, following the Shareholders Agreement having been entered into, the Declaration Agreement was entered into on 9th March 2005. Under the Declaration Agreement, Melco Leisure declared that all its rights and benefits under the Joint Venture MOA and its 50.8% interest in the Joint Venture were held for the benefit of Melco Entertainment and would be transferred to Melco Entertainment at its request, to the intent that Melco Leisure's 50.8% interest in any land acquired by the Joint Venture would be transferred to and developed by Melco Entertainment (instead of Melco Leisure) in conjunction with Great Respect. INFORMATION ON THE JOINT VENTURE The Joint Venture is constituted by a legally binding Joint Venture MOA made between Melco Leisure and Great Respect on 28th October 2004. The business of the Joint Venture, and the purpose for which it was established, was to secure the grant of one or more parcels of land in Cotai, Macau from the Macau Government and to own and develop any land so granted, on the basis of Melco Leisure having a 50.8% interest and Great Respect having a 49.2% interest in the land and the development. The Joint Venture MOA contains the following principal terms: * An acknowledgement that Great Respect, through its business relationships and connections, may be able to secure land in Cotai, Macau and that the parties wish to apply for any land which could be secured and, if obtained, to jointly develop the land. * Great Respect is required to use its best efforts and with due diligence, through its business relationships and connections, to proceed to apply to the Macau Government for the grant of development rights in relation to one or more parcels of land in Cotai, Macau. For expedience, Melco Leisure would make available one of its Macau subsidiaries as the Macanese vehicle to make the application.