11:10 MELCO INT'L DEV<00200> - Announcement (26) The clarification of the contents of certain of the reports in the press with the Stock Exchange remain outstanding at the date of this announcement. SUSPENSION AND RESUMPTION OF TRADING At the request of Melco, the Shares were suspended from trading on the Stock Exchange at 9:30 a.m. on 11th May 2005. The Shares will remain suspended following the publication of this announcement, pending the publication of a further announcement regarding the possible Placing referred to above. As at the date of this announcement, the executive directors of Melco are Dr. Stanley Ho, Mr. Lawrence Ho and Mr. Frank Tsui; the non-executive directors are Mr. Ng Ching Wo and Mr. Ho Cheuk Yuet; and the three independent non-executive directors are Sir Roger Lobo, Mr. Robert Kwan and Dr. Lo Ka Shui. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms have the meanings set opposite them below: "Agreements" the First Agreement and the Second Agreement "associate" the meaning assigned to that expression in the Listing Rules "Better Joy" Better Joy Overseas Limited, a company owned as to 77% by Mr. Lawrence Ho and as to 23% by Dr. Stanley Ho "Board" the Board of Directors of Melco "Concert Party" the concert party consisting of Dr. Stanley Ho, Madam Lucina Laam King Ying, Mr. Lawrence Ho, Lasting Legend, Better Joy, STDM and Great Respect "Convertible Loan Notes" HK$1,175 million in principal amount of Convertible Loan Notes due 2010 to be issued by Melco and subscribed by Great Respect under the First Agreement and conferring the right to subscribe for new Shares at an initial conversion price of HK$19.93 per Share, subject to adjustment in accordance with the terms and conditions of the Convertible Loan Notes "Declaration Agreement" the agreement dated 9th March 2005 between Melco Leisure and Melco Entertainment, pursuant to which Melco Leisure declared that all its rights and benefits under the Joint Venture MOA are held by it on behalf of Melco Entertainment and that it would, at the request of Melco Entertainment, and as required by the Shareholders Agreement, transfer its 50.8% interest under the Joint Venture MOA and its interest in Melco Hotels to Melco Entertainment "EGM" the extraordinary general meeting of Shareholders proposed to be convened by Melco to consider and, if thought fit, approve: (a) the Agreements and the transactions contemplated by them; (b) the grant of a long term lease in respect of the Land to Melco Hotels; (c) the development of the Land by Melco Hotels and Melco Entertainment, involving the construction of an integrated entertainment resort having the features described in this announcement; and (d) if the Placing proceeds, the Whitewash Waiver; "Executive" the Executive Director of the Corporate Finance Division of the SFC or any of his delegates "First Agreement" an agreement dated 11th May 2005 between Melco Entertainment, Great Respect and Melco relating to the acquisition by Melco Entertainment of the 49.2% interest of Great Respect in the Joint Venture and the application by Great Respect of the proceeds of that acquisition to subscribe for the Convertible Loan Notes to be issued by Melco