NOTICE OF COMMENCEMENT OF TENDER OFFER FOR SHARE CERTIFICATES, ETC. OF ACCORDIA GOLF CO., LTD.(Stock Code: 2131)

[Translation] November 29, 2016

To whom it may concern

Company Name K.K. MBKP Resort Name of Representative Kenichiro Kagasa,

Representative Director

NOTICE OF COMMENCEMENT OF TENDER OFFER FOR SHARE CERTIFICATES, ETC. OF ACCORDIA GOLF CO., LTD. (Stock Code: 2131)

K.K. MBKP Resort (the "Tender Offeror") has decided on November 29, 2016, to acquire the shares of common stock and the stock acquisition rights of Accordia Golf Co., Ltd. (First Section of the Tokyo Stock Exchange, Stock Code: 2131, the "Target Company") through the tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, the "Act").

1. Purpose of Tender Offer

1. Overview of the Tender Offer

   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 Target Company (the "Target Company's Common Stock") (excluding those relating to the treasury shares owned by the Target Company) and for the purpose of controlling and managing the business of the Target 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 as the ultimate controlling party. MBK Partners Group is an independent private equity firm that specializes in the North 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 institutional investors such as banks, insurance companies, asset management companies, public pension funds, corporate pension funds, foundations, fund of funds and sovereign investment agencies 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 Target Company a wholly owned subsidiary of the Tender Offeror through the acquisition and ownership of all of the issued and outstanding shares (70,504,567 shares, shareholding ratio (see Note 1) 100%) of the Target Company's Common Stock that are listed on the First Section of the Tokyo Stock Exchange, Inc. (the "TSE") (excluding treasury shares that are held by the Target Company).

   While third series stock acquisition rights of Accordia Golf Co., Ltd. issued pursuant to the resolutions passed at the Target Company's Board of Directors meeting held on March 28, 2014 and the Target Company's general meeting of shareholders held on June 27, 2014 (the "Stock Acquisition Rights")

   have been issued by the Target Company as of today, however, the exercise period of these Stock Acquisition Rights will terminate after November 30, 2016 has passed, which is prior to the termination of the Tender Offer Period, and all of them will lapse. According to the Target Company's Notice as of today titled "Notice of Commencement of Tender Offer for Share Certificates of the Company by K.K. MBKP Resort and Recommendation to Tender Shares" (the "Target Company's Notice"), since any extension of the exercise period of the Stock Acquisition Rights will not be taken, the Stock Acquisition Rights will not be purchased by the Tender Offer. While the Stock Acquisition Rights are technically subject to the Tender Offer in this notice, the descriptions in this notice assume that the Stock Acquisition Rights are not subject to the Tender Offer in effect, considering the fact that all the Stock Acquisition Rights will lapse by the termination of the Tender Offer Period according to the descriptions in the Target Company's Notice.

   In connection with the acceptance of the Tender Offer, the Tender Offeror executed the Tender Offer Agreement (hereinafter referred to as the "Tender Offer Agreement") on November 23, 2016 with the following companies and has obtained the agreement of those companies that all of the shares of Target Company's Common Stock that are held by those companies at the time of tendering will be tendered in the Tender Offer: Reno, Inc. (number of shares of the Target Company's Common Stock held: 7,000,000 shares, shareholding ratio: 9.93%), Ms. Aya Nomura (number of shares of the Target Company's Common Stock held: 6,955,900 shares, shareholding ratio: 9.87%) and Office Support Corporation (number of shares of the Target Company's Common Stock held: 2,100,000 shares, shareholding ratio: 2.98%) (collectively, the "Major Shareholders Group") (the total number of shares of the Target Company's Common Stock that is held by the above companies is 16,055,900 shares, which amounts to a shareholding ratio of 22.77% as of the execution of the Tender Offer Agreement). For details of the Tender Offer Agreement, please refer to "(3) Details of Material Agreements between the Tender Offeror and the Major Shareholders Group concerning the Tendering of Shares" below.

   (Note 1) "Shareholding ratio" means any shareholding ratio relative to the total number of issued shares of the Target Company as of September 30, 2016 (i.e., 84,739,000 shares), as set forth in the 38th Fiscal Year 2nd Quarterly Securities Report of the Target Company (hereinafter referred to as the "Target Company's 38th FY 2Q Securities Report") filed on November 11, 2016, less the number of treasury shares held by the Target Company as set forth in the Target Company's 38th FY 2Q Securities Report (i.e., 14,234,433 shares) (equating to 70,504,567 shares) (shareholding ratios are rounded up or down to three decimal places), and hereinafter the same shall apply. As the Exercise Price (1,316 yen) of the Stock Acquisition Rights (i.e., 141,843 units as of today; the total number of the Target Company's Common Stock to be issued at the exercise of the Stock Acquisition Rights is 15,197,462 shares) is higher than the tender offer price of the Target Company's Common Stock (hereinafter referred to as the "Tender Offer Price") (1,210 yen), the Tender Offeror believes that all or part of the Stock Acquisition Rights will not be exercised during the Tender Offer Period. Therefore, no diluted shareholding upon the exercise of the Stock Acquisition Rights is considered for the purpose of the calculation of the shareholding ratios, etc. in this notice.

   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 shareholding 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 total number of issued shares of the Target Company as of September 30, 2016 (i.e., 84,739,000 shares), as set forth in the Target Company's 38th FY 2Q Securities Report, less the number of treasury shares held by the Target Company as set forth in the Target Company's 38th FY 2Q Securities Report (i.e., 14,234,433 shares) (equating to 70,504,567 shares).

   Notwithstanding the foregoing, as stated above, since the Tender Offeror plans to acquire all of the shares of the Target 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 Target 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, or a shareholding ratio of 66.67%), the Tender Offeror will acquire all of the Tendered Shares, Etc.

   If the Tender Offeror fails to acquire all of the Target Company's Common Stock through the Tender Offer upon the conclusion of the Tender Offer, the Tender Offeror intends to require that the Target Company take steps that are necessary for the Tender Offeror to acquire all of the Target Company's Common Stock and make the Target 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 Target Company after the completion of these procedures. The details of the merger, including the specific schedule, etc. are to be determined.

   According to the Target Company's Notice, at a board of directors' meeting of the Target Company held today, the directors resolved, based on the reasons set forth in "c. Decision Making Process of the Target Company to Agree to the Tender Offer" of "(2) Background and Reason for the Tender Offer, Decision Making Process and Management Policy After the Tender Offer" and "(4) 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 Conflict of Interests" below, that the Target Company will express its opinion to support the Tender Offer, and also that the Target Company will recommend that the shareholders of the Target Company accept the Tender Offer. Further, since the Stock Acquisition Rights will lapse during the Tender Offer Period of the Tender Offer, such Stock Acquisition Rights will not be subject to the purchase through the Tender Offer. Therefore, the Target Company will withhold their opinion regarding the Tender Offer with respect to the Stock Acquisition Rights (and it will not express its opinion in the future regarding thereof).

   According to the Target Company's Notice, the aforementioned resolution of the board of directors of the Target Company was made on the assumption that the Tender Offeror plans to make the Target Company its wholly-owned subsidiary through the Tender Offer and a series of procedures thereafter and that the Target Company's Common Stock would be delisted. For further information, please refer to "c. Decision Making Process of the Target Company to Agree to the Tender Offer," "(2) Background and Reason for the Tender Offer, Decision Making Process and Management Policy After the Tender Offer" below.

   The Tender Offeror has set 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 Target 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 acquire the Target Company's Common Stock. For further information, please refer to "f. Measures to Ensure Acquisition Opportunities, Etc. for Other Investors" of "(4) 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 Conflict of Interests" below.

2. Background and Reason for the Tender Offer, Decision Making Process and Management Policy After the Tender Offer

a. Business Environment Surrounding the Target Company and Management Issues of the Target Company

According to the Target Company's Notice, the Target Company is a company formerly named Takenuma Golf Range Co., Ltd. that was incorporated in September 1981 for the purpose of managing golf 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 Target Company was listed on the First Section of the TSE.

The Target 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 Target Company has also introduced advanced services that had never been adopted in golf courses in Japan, such as a loyalty program ("ACCORDIA GOLF Point Card") for the Target Company's golf courses, and improved revenue by reforming cost structures by utilizing its group network. As a result, the Target Company recognizes 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 Target Company manages 135 golf courses (it owns 42 courses and manages 93 courses through entrustments) and 27 golf ranges (it owns 22 golf ranges and manages 5 golf ranges through entrustments). The number of golf courses that the Target 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 visitors to the golf courses of the Target Company is 8.37 million per year, which accounts for approximately 10% of the approximately 87.75 million visitors constituting the cumulative total for visitors to golf courses throughout Japan for a year (a survey in 2015 which is the current survey result published by the Nihon Golf-jo Keieisha Kyokai (NGK, the golf course manager's association in Japan)).

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

Therefore, the Target Company considers that it urgently needs to take measures for (i) "acceleration of the acquisition of golf courses and golf 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 (foreigners visiting Japan) demand expected to expand in future," etc.

As for (i) "acceleration of the acquisition of golf courses and golf ranges to expand the number of golf courses that it manages," compared to the situation in 2012 where the Target 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 these circumstances, the Target Company has a chance for regrowth by making investments from a mid- and -long-term perspective by a financing method based on a system under which the Target Company can utilize the cash flow in a flexible manner, rather than allocating the cash flow to returns to shareholders or to achieve short-term profits 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 while the Target Company needs to make large-scale investments, the Target Company will experience a temporary increase in the financial burden and a temporary deterioration in cash flow.

Moreover, strengthening overseas expansion, etc., through (iii) "acquisition of, and establishment of alliances with, overseas golf course," "procurement of business from inbound (foreigners visiting Japan) demand expected to expand in future," etc., may contribute to the establishment of a solid management base to address the year 2020 problem. However, as there will be a temporary increase in the financial burden and prompt decision-making will be required to implement various strategies, we consider that there are limitations on the implementation of those various strategies while remaining listed, taking into consideration the fact that the Target Company cannot secure prompt decision-making, and that it is difficult to perform the Target Company's obligations as a listed