NOTICE TO ALL STOCKHOLDERS OF
MELCO RESORTS AND ENTERTAINMENT (PHILIPPINES) CORPORATION

Please be informed that on June 1, 2020, Melco Resorts and Entertainment (Philippines) Corporation (“MRP”) received from the Securities and Exchange Commission (“SEC”) the approval of MRP’s application for the amendment to the Articles of Incorporation of MRP to increase the par value per common share from One Peso (Php1.00) per common share to Five Hundred Thousand Pesos (Php500,000.00) per common share of MRP and thereby resulting in a corresponding decrease in the total number of common shares of MRP from Five Billion Nine Hundred Million (5,900,000,000) common shares to Eleven Thousand Eight Hundred (11,800) common shares
(the “Reverse Stock Split”).

As a result of the Reverse Stock Split, only those shareholders of MRP who originally owned 500,000 common shares with a par value of Php1.00 per each common share (each an “Original Share”) and in multiples thereof immediately prior to the Reverse Stock Split would now own whole shares (each a “MRP Whole Share”) of stock of MRP. Other holders of the Original Shares may now hold a fractional share of MRP (“MRP Fractional Share”).

To facilitate the elimination of MRP Fractional Shares held by other stockholders of MRP, MPHIL Corporation (“MPHIL”), a shareholder of MRP, offers to purchase the resulting MRP Fractional Share at the purchase price to be calculated by multiplying the number of Original Shares represented by the relevant MRP Fractional Share (which is equal to the number of Original Shares held by the relevant stockholder immediately prior to the Reverse Stock Split) by the price of Php7.25 per Original Share (“Fractional Share Elimination Plan”). Please note that a stockholder may also sell any MRP Whole Shares to MPHIL under the Fractional Share Elimination Plan.

The terms, conditions and other details of the Fractional Share Elimination Plan are set out in the documentation (“Transaction Document Instructions”) which will be sent to the registered address on record with MRP’s stock transfer agent, Stock Transfer Service, Inc. Any holder of MRP Fractional Share and/or MRP Whole Share may accept this offer by completing all required procedures and submitting all of the completed documents as required by the Transaction Document Instructions to MRP’s stock transfer agent during the two-year period commencing from June 5, 2020 (“Response Period”) but stockholders are encouraged to respond as early as possible during the Response Period.

If you would like to participate in the Fractional Share Elimination Plan, you should review the Transaction Document Instructions carefully and return and submit all of the required and completed documents thereunder to MRP’s stock transfer agent within the Response Period (please refer to the Transaction Documents Instructions for further details). It is the sole responsibility of the relevant stockholder to ensure that all the requirements in connection with the Sale and Purchase Documents are met and if any of the required documents are not completed and submitted in the format and manner required by MPHIL within the Response Period, MPHIL shall retain the absolute discretion not to proceed further with the relevant transaction and MPHIL’s determination on whether the relevant requirements are met shall be final and conclusive and binding on the parties.

If you would like to obtain a copy of the Transaction Documents Instructions, please download the documents below.

For inquiries, please contact:

• Atty. Marie Grace A. Santos
  Corporate Secretary, Melco Resorts and Entertainment (Philippines) Corporation
  City of Dreams Manila, Legal Department
  Asean Avenue corner Roxas Boulevard
  Parañaque City, 1701
• E-mail
  gigisantos@cod-manila.com
• Phone:
  (+632) 8691 8899 local 6452
  (0917) 861 0631
  (0917) 858 6596
  

NOTICE TO U.S. HOLDERS

The offer to purchase MRP Fractional Shares in MELCO RESORTS AND ENTERTAINMENT (PHILIPPINES) CORPORATION (MRP) is made for the securities of a non-U.S. company and is subject to the disclosure and procedural requirements of the Philippines, which are different from those of the United States.

It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. federal securities laws, since MRP is located in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

The receipt of cash consideration by a U.S. shareholder will generally be a taxable transaction for U.S. federal, state and local income tax purposes. Each U.S. shareholder is urged to consult his/her/its independent professional adviser immediately regarding the tax consequences of acceptance of the offer.