EXPLANATORY NOTE
The 2021 Share Incentive Plan of Melco Resorts & Entertainment Limited (the “Company”) became effective on December 6, 2021 (the “2021 Share Incentive Plan”).
On January 1, 2023, certain amendments to Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules” and such exchange, the “HKEX”) governing share schemes adopted by companies listed on the HKEX and principal subsidiaries (as such term is defined under rule 17.14 of the Listing Rules) of such companies (“Principal Subsidiaries”) became effective (the “Amended Chapter 17 Rules”), requiring the share schemes of HKEX-listed companies and their Principal Subsidiaries to be compliant with the Amended Chapter 17 Rules by no later than the conclusion of the 2024 annual general meeting of the HKEX-listed company. As the Company is a Principal Subsidiary of Melco International Development Limited (“Melco International”), a company listed on the HKEX, the board of directors of the Company approved certain amendments to the 2021 Share Incentive Plan (such amended plan, the “Amended 2021 Share Incentive Plan”) such that the Amended 2021 Share Incentive Plan would be compliant with the Amended Chapter 17 Rules by no later than the conclusion of Melco International’s 2024 annual general meeting, currently scheduled to be held on June 13, 2024 (“Melco International’s 2024 AGM”).
The implementation of the Amended 2021 Share Incentive Plan is subject to the approval of the shareholders of Melco International by an ordinary resolution in accordance with the Listing Rules. Accordingly, the Amended 2021 Share Incentive Plan will be submitted for approval at Melco International’s 2024 AGM. Melco International’s board of directors proposes to recommend to its shareholders at Melco International’s 2024 AGM to approve the adoption of the Amended 2021 Share Incentive Plan by the Company. If Melco International’s shareholders approve the Amended 2021 Share Incentive Plan, it will become effective as of June 13, 2024.
Nasdaq Stock Market Rule 5615(a)(3) permits foreign private issuers like the Company to follow “home country practice” in certain corporate governance matters. Nasdaq Rule 5635(c) requires shareholder approval when a plan or other equity compensation arrangement is established or materially amended. The Company has elected to not obtain approval of the Amended 2021 Share Incentive Plan by the Company’s shareholders as such shareholder approval is not required under the laws of the Cayman Islands, being the place of incorporation of the Company.
A summary of the principal amendments to the 2021 Share Incentive Plan which is proposed to be approved by the shareholders of Melco International is set out in Exhibit 99.1 attached to this Form 6-K.
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