Accordia Golf : NOTICE OF COMMENCEMENT OF TENDER OFFER FOR SHARE CERTIFICATES OF THE COMPANY BY K.K. MBKP RESORT AND RECOMMENDATION TO TENDER SHARES

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[Translation]

November 29, 2016

To whom it may concern

Company Name Accordia Golf Co., Ltd.

Name of Representative Yuko Tashiro, President and

Representative Director

(Stock Code: 2131, First Section of the Tokyo Stock Exchange)

Inquiries Fumihiko Niwa, Director and Corporate Officer

Telephone: [phone] (main)

NOTICE OF COMMENCEMENT OF TENDER OFFER FOR SHARE CERTIFICATES OF THE COMPANY BY K.K. MBKP RESORT AND RECOMMENDATION TO TENDER SHARES

Accordia Golf Co., Ltd. (the "Company") has resolved at its Board of Directors meeting held today, to express an opinion in favor of the tender offer (the "Tender Offer") for all of the Company's issued common shares to be conducted by K.K. MBKP Resort (the "Tender Offeror"), and to recommend that the shareholders of the Company accept the Tender Offer as follows.

The resolution of the Board of Directors described above was made on the assumption that the Tender Offeror intends to make the Company its wholly-owned subsidiary by way of the Tender Offer and through a series of subsequent procedures, and that the shares of common stock of the Company will be delisted.

1. Outline of the Tender Offeror

   (1) Name		K.K. MBKP Resort
   (2) Location		11-44, Akasaka 1-chome, Minato-ku, Tokyo
   (3) Name and Title of Representative		Kenichiro Kagasa, Representative Director
   (4) Description of Business		To acquire and hold the share certificates, etc. of the Company
   (5) Amount of Stated Capital		25,000 yen
   (6) Date of Establishment		June 15, 2015
   (7) Major Shareholders and Shareholding Ratios		Midori Development Company Designated Activity Company 100%
   (8) Relationship between the Company and the Tender Offeror
   Capital Relationship	The Tender Offeror holds 1 common share of the Company.
   Personnel Relationship	Not applicable.
   Business Relationship	Not applicable.
   Status as Related Party	Not applicable.

2. Price for Purchase, Etc.

3. Common Stock

   1,210 yen per common stock

4. Stock Acquisition Rights

1 (one) yen per Stock Acquisition Right (which means the third series stock acquisition rights of Accordia Golf Co., Ltd. which were issued pursuant to the resolutions passed at the Company's Board of Directors meeting held on March 28, 2014 and the Company's general meeting of shareholders held on June 27, 2014; the same applies hereinafter).

However, although the Company issued the Stock Acquisition Rights as of today, because the Company will not extend the exercise period of the Stock Acquisition Rights, the exercise period of the Stock Acquisition Rights will expire on November 30, 2016 prior to the termination of the Tender Offer Period, and all of the Stock Acquisition Rights will be extinguished. Therefore, the Stock Acquisition Rights will not be purchased in the Tender Offer. The content of this Notice is premised on the assumption that the Stock Acquisition Rights will not be tendered in the Tender Offer.

5. Details, Grounds and Reasons of the Opinion on the Tender Offer

1. Details of the Opinion

   The Company has resolved at its Board of Directors meeting held today to express an opinion in favor of the Tender Offer, and to recommend that the shareholders of the Company accept the Tender Offer. Because the Stock Acquisition Rights will be extinguished during the period for the Tender Offer, and will not be tendered in the Tender Offer, the Company withholds its opinion on the tender offer in respect of the Stock Acquisition Rights (the Company does not plan to express an opinion on such matter in the future).

   The resolution of the Board of Directors described above was made by the method as described in "(iv) Considerations and negotiations, etc. at the meeting of the Board of Directors of the Company, half of the directors of which are independent outside directors" of "(6) Measures to Ensure the Fairness of the Tender Offer such as Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest" below.

2. Grounds and Reasons of the Opinion on the Tender Offer

3. Outline of the Tender Offer

   The Company received an explanation by the Tender Offeror to the effect that the outline of the Tender Offer is as follows.

   The Tender Offeror is a stock company whose issued and outstanding shares are held entirely by Midori Development Company Designated Activity Company incorporated in Ireland ("Midori"), and was incorporated in June 2015 mainly for the purpose of acquiring and owning all of the issued and outstanding shares of common stock of the Company (the "Company's Common Stock") (excluding those relating to the treasury shares owned by the Company) and for the purpose of controlling and managing the business of the Company.

   Midori is an investment company indirectly owned by MBK Partners Fund III, L.P., to which MBK Partners

   K.K. or its affiliates (collectively, "MBK Partners Group") provide service and which is the ultimate controlling party. MBK Partners Group is a private equity firm that specializes in the East Asia region and was incorporated in March 2005 when it was seen that, in the future, there would be a rapid development of the private equity investment markets in Japan, China and Korea. MBK Partners Group has investment assets of approximately USD 14.5 billion as of today pursuant to support from investors, mainly consisting of banks, insurance companies, asset management companies, public pension funds, corporate pension funds, foundations, funds of funds, government investment agencies and other institutional investors in Japan and overseas, and has made a wide range of investments in corporations ranging from large corporations to medium-sized corporations, mainly in the field of communications/media, financial services, retail/consumer goods, business services, transportation, general manufacturing, etc., and MBK Partners Group has proactively supported the management of those corporations to maximize their corporate value. Since its incorporation in March 2005, MBK Partners Group has a track record of 25 investments, five of which were conducted in Japan, including Yayoi Co., Ltd., TASAKI & Co., Ltd. (formerly called Tasaki Shinju Co., Ltd.), USJ Co., Ltd., Invoice Inc. and Komeda Co., Ltd.

   The Tender Offeror is conducting the Tender Offer as a part of a transaction (the "Transaction") that is intended to make the Company a wholly owned subsidiary of the Tender Offeror through the acquisition and ownership of all of the issued and outstanding shares of the Company's Common Stock (70,504,567 shares; Ownership Ratio: 100% (Note 1)) that are listed on the first section (the "First Section of TSE") of the Tokyo Stock Exchange, Inc. (the "TSE") (excluding treasury shares that are held by the Company).

   In connection with the Tender Offer, the Tender Offeror executed a tender offer agreement dated November 23, 2016 (the "Tender Offer Agreement") with K.K. Reno (number of shares of the Company's Common Stock held: 7,000,000 shares, Ownership Ratio: 9.93%), Ms. Aya Nomura (number of shares of the Company's Common Stock held: 6,955,900 shares, Ownership Ratio: 9.87%) and Office Support Corporation (number of shares of the Company's Common Stock held: 2,100,000 shares, Ownership Ratio: 2.98%) (collectively, the "Major Shareholders Group"), and has obtained the agreement of the Major Shareholders Group concerning all of the Company's Common Stock that are held by the Major Shareholders Group as of the tendering of their shares (the total number of shares of the Company's Common Stock that is held by the Major Shareholders Group as of the execution date of the Tender Offer Agreement is 16,055,900 shares, which amounts to an Ownership Ratio of 22.77%) being tendered in the Tender Offer. For details of the Tender Offeror Agreement, please refer to "4. Details of Material Agreements between the Tender Offeror and the Shareholders of the Company concerning Tendering Shares" below.

   Note 1: The "Ownership Ratio" is the ratio (rounded to two decimal places) to the number of shares (70,504,567 shares) remaining after subtracting, from the total number of issued shares as of September 30, 2016 (84,739,000 shares) as set forth in the Second Quarterly Securities Report for the 38th Fiscal Year filed by the Company on November 11, 2016 (the "Company's 38th Fiscal Year Second Quarterly Securities Report"), the number of treasury shares held by the Company (14,234,433 shares) as set forth in the Company's 38th Fiscal Year Second Quarterly Securities Report, and the same applies hereinafter. Because the exercise price (1,316 yen) of the Stock Acquisition Rights (141,843 options with a combined underlying of 15,197,462 shares of common stock as of today) is higher than the price for purchase, etc. of the Company's Common Stock offered in the Tender Offer (the "Tender Offer Price") (1,210 yen), the Tender Offeror does not expect that all or part of the Stock Acquisition Rights will be exercised during the Tender Offer Period. Thus, dilution upon the exercise of the Stock Acquisition Rights has not been taken into account when calculating the Ownership Ratio and other figures.

   For the Tender Offer, the Tender Offeror has set a minimum number of shares to be purchased of 47,003,100 shares (which amounts to a Ownership Ratio of 66.67%). The Tender Offeror does not intend to acquire all of the tendered shares, etc. if the total number of the tendered shares, etc. is less than such minimum number. Such minimum number of shares to be purchased represents the number of shares (any fractions of a unit, i.e., where the number of shares is less than 100, shall be rounded up to the nearest unit) that is equal to two thirds of the number of shares (70,504,567 shares) remaining after subtracting, from the total number of issued shares as of September 30, 2016 (84,739,000 shares) as set forth in the Company's 38th Fiscal Year Second Quarterly Securities Report, the number of treasury shares held by the Company (14,234,433 shares) as set forth in the Company's 38th Fiscal Year Second Quarterly Securities Report.

   Notwithstanding the foregoing, as stated above, since the Tender Offeror plans to acquire all of the shares of the Company's Common Stock in the Tender Offer, the maximum number of shares to be purchased has not been set and in respect of the said Company's Common Stock, etc., if the number of shares tendered is equal to or more than the minimum number of shares (47,003,100 shares; Ownership Ratio: 66.67%), the Tender Offeror will acquire all of the Tendered Shares, Etc.

   If the Tender Offeror fails to acquire all of the Company's Common Stock through the Tender Offer upon the conclusion of the Tender Offer, the Tender Offeror intends to require that the Company take steps that are necessary for the Tender Offeror to acquire all of the Company's Common Stock and make the Company a wholly-owned subsidiary of the Tender Offeror as set forth in "(5) Policy for organizational restructuring, etc. after the Tender Offer (matters relating to so-called "two-tier acquisitions")" below. In addition, the Tender Offeror plans to merge with the Company after the completion of these procedures. The details of the merger, including the specific schedule, etc. are to be determined.

   The Tender Offeror has set the purchase period for the Tender Offer (the "Tender Offer Period") as 30 business days while the shortest period prescribed by laws and regulations is 20 business days. The Tender Offeror has set the Tender Offer Period relatively longer so as to ensure the fairness of the Tender Offer by giving the shareholders of the Company the opportunity to make a proper decision on whether to accept the Tender Offer as well as giving investors other than the Tender Offeror the opportunity to make competing proposals on the acquisition of the Company's Common Stock. For details, please see "(vi) Measures to ensure acquisition opportunities, etc. for other investors" of "(6) Measures to Ensure the Fairness of the

   Tender Offer such as Measures to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest."

4. Business Environment Surrounding the Company and Management Issues of the Company

The Company is a company formerly named Takenuma Golf Range Co., Ltd. that was incorporated in September 1981 for the purpose of managing driving ranges. In February 2002, it changed its business purpose to the management of golf courses and improved revenue by revitalizing golf courses whose performance had deteriorated and expanded its operating base by owning more golf courses through acquisitions and other means. Then, in November 2006, the Company was listed on the First Section of the TSE.

The Company has revitalized the golf course business and inspired the golf industry with a new perspective by providing customers with a variety of approachable, casual and comfortable services-under the united brand "Accordia Golf" with the concept "It's a new game," meaning "casual and fun golf"-in the golf industry, which had been in a slump for a long time after the bursting of Japan's economic bubble. In July 2003, the Company also introduced advanced services that had never been adopted in golf courses in Japan, such as a point card program ("ACCORDIA GOLF Point Card") for the Company's golf courses, and improved revenue by reforming cost structures by utilizing its group network. As a result, the Company believes that it has received a high level of satisfaction from many golfers and established its brand and a firm position as a leading company in the management of golf courses. As of today, the Company manages 135 golf courses (it owns 42 courses and manages 93 courses through entrustments) and 27 driving ranges (it owns 22 driving ranges and manages 5 driving ranges through entrustments). The number of golf courses that the Company manages accounts for approximately 5% of the approximately 2,400 golf courses in Japan, which represents the top company in the golf course management industry, and most of the golf courses are located in the densely populated three metropolitan areas and major regional cities and neighboring areas thereto. The cumulative total for rounds played on the golf courses of the Company exceeds approximately 8.37 million per year, which accounts for approximately 10% of the approximately 87.75 million rounds played constituting the cumulative total for rounds played on golf courses throughout Japan annually (based on a 2015 survey which is the most recent survey result published by the Nihon Golf-jo Keieisha Kyokai (NGK, the golf course manager's association in Japan)).

On the other hand, the golf course management business of the Company is in a business environment that is encountering the so-called year 2020 problem (Note 2) and faces severe market trends such as decreases in the number of golfers and decreases in the revenue per customer for a round of golf.

Therefore, the Company considers that it urgently needs to take measures for (i) "acceleration of the acquisition of golf courses and driving ranges to expand the number of golf courses that it manages," (ii) "improvement of brand value by further improving the quality of golf course management" and (iii) "acquisition of, and establishment of alliances with, overseas golf courses," "procurement of business from inbound (foreign tourist) demand expected to expand in future," etc.

As for (i) "acceleration of the acquisition of golf courses and driving ranges to expand the number of golf courses that it manages," compared to the situation in 2012 where the Company significantly increased returns to its shareholders based on its judgment that it was the best decision to increase returns to its shareholders rather than appropriating surplus cash to new investment, taking into consideration the external harsh environment for new investment such as the declining trends of the trading market of golf courses, the current environment of the golf course market in Japan represents a change and there are sufficient M&A opportunities. In light of those circumstances, the Company has a chance for regrowth by securing a system to flexibly utilize cash flows and the financing methods that such a system supports, and using these to invest with the medium- to long-term in mind after, rather than re-allocating cash flows to allocate returns to stockholders or achieve short-term revenue as a listed company.

In addition, to improve the satisfaction of existing golf course members and other users and to further expand the number of golf course users by providing services that precisely match the needs of its golf course users by way of (ii) "improvement of brand value by further improving the quality of golf course management," it is expected that the Company will be required to make large scale investments, but will experience a temporary increase in the financial burden and a temporary deterioration in cash flow.