Accordia Golf : Notice of Stock Consolidation, Abolition of Provision for Share Unit, and Amendments to Articles of Incorporation

January 23, 2017

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: 03-6688-1500 (main)

NOTICE OF STOCK CONSOLIDATION, ABOLITION OF PROVISION FOR SHARE UNIT, AND AMENDMENTS TO ARTICLES OF INCORPORATION

Accordia Golf Co., Ltd. (the "Company") announces that it resolved at its Board of Directors' meeting held today to propose items related to stock consolidation, the abolition of the provision for the share unit, and amendments to the Articles of Incorporation at an extraordinary general meeting of shareholders to be held on February 28, 2017 (the "Extraordinary Shareholders' Meeting"). Details are as follows.

1. Stock Consolidation

2. Purpose of and Reasons for Stock Consolidation

   As detailed in the Company's press release dated January 19, 2017 titled "Notice Regarding Results of Tender Offer for Share Certificates of Accordia Golf Co., Ltd by K.K. MBKP Resort and Changes in the Parent Company and the Largest and Major Shareholder" (the "Results Press Release"), K.K. MBKP Resort (the "Tender Offeror") conducted a tender offer (the "Tender Offer") for the shares of common stock (the "Company's Common Stock") and Stock Acquisition Rights (Note) of the Company from November 30, 2016 to January 18, 2017. In the Tender Offer, no less than the minimum number of shares to be purchased (47,003,100 shares) were tendered, and the Tender Offer was concluded. Consequently, on January 25, 2017, the commencement date of settlement, the Tender Offeror is expected to hold 62,876,738 shares of the Company's Common Stock (percentage of the number of voting rights held by the Tender Offeror to the number of voting rights of all shareholders of the Company: 89.18% (rounded to the second decimal place)).

   In the calculation of the percentage of the number of voting rights held by the Tender Offeror to the number of voting rights of all shareholders of the Company in this press release, the denominator is 705,045, the number of voting rights related to 70,504,567, which is the number of shares calculated by subtracting the number of treasury shares held by the Company as of September 30, 2016, being 14,234,433 as stated in the quarterly report for the second quarter of the 38th period submitted on November 11, 2016, from the number of issued shares as of September 30, 2016 as stated in the same quarterly report, being 84,739,000.

   (Note) "Stock Acquisition Rights" means the third series stock acquisition rights of Accordia Golf Co., Ltd. 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. As announced in the Company's press release titled "Notice Regarding Extinguishment of Share Options" dated December 1, 2016, since the exercise period of these Stock Acquisition Rights expired on November 30, 2016, which was prior to the termination of the tender offer period, and all of them were extinguished, the Stock Acquisition Rights were not purchased in the Tender Offer.

   The Tender Offeror is a stock company whose issued and outstanding shares are held entirely by Accordia Finance Company Designated Activity Company incorporated in Ireland, an investment company indirectly owned by MBK Partners Fund III, L.P., a fund to which MBK Partners K.K. or its affiliates (collectively, "MBK Partners Group") provide service.

   As described in the Tender Offeror's press release titled "Notice of Commencement of Tender Offer for Share Certificates, Etc. of Accordia Golf Co., Ltd. (Stock Code: 2131)" dated November 29, 2016, MBK Partners Group made a proposal in February 2015 to conduct a detailed deliberation based on the assumption that MBK Partners Group would privatize the Company through a tender offer. Subsequently, MBK Partners Group continued to hold discussions with the Company and conducted a due diligence investigation. According to the Tender Offeror, during this process, MBK Partners Group noted that the implementation of 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 (foreigners visiting Japan) demand that is expected to expand in future" is the key to improving the corporate value of the Company. Consequently, MBK Partners Group came to recognize that the privatization of the Company and making expeditious management judgment is a particularly efficient option for accelerating the decision-making for the acquisition of golf courses, etc., and coping flexibly with the changes in the market environment in the future.

   According to the Tender Offeror, to maximize the value of golf courses, while it is essential to make large-scale capital investments to improve the quality of the service and the golf courses, the implementation of these strategies may result in a decrease in profits and cash flow on a temporary basis, and thus MBK Partners Group concluded that it would be difficult to avoid temporary adverse economic effects on the existing shareholders of the Company while remaining listed and to conduct a large-scale reform of business operations in the short term while maintaining the current state.

   According to the Tender Offeror, as a result of the above deliberation, MBK Partners Group submitted a preliminary letter of intent concerning a transaction for the Tender Offeror purchasing and holding all the Company's Common Stock issued, excluding the treasury stock owned by the Company, and thereby making the Company its wholly owned subsidiary (the "Transaction") on May 25, 2015 based on its belief that the key to resolving the management issues of the Company, the achievement of medium- and long-term growth and the further improvement of the corporate value of the Company is privatizing the Company and implementing the following strategies: (i) further acceleration of acquisition of golf courses and driving ranges in Japan and overseas, (ii) improving the value of the operation of the golf courses by improving the

   course quality and the comfort of rounds and enforcing the point system, etc., (iii) further overseas expansion,

   (iv) maintenance of the treatment of the current management and employees, and (v) dispatch of directors from MBK Partners Group. Subsequently, MBK Partners Group negotiated with the Company regarding whether to implement the Transaction and regarding business strategies for the Company, and on October 31, 2016, MBK Partners Group submitted a letter of intent concerning the Tender Offer. The Company requested that MBK Partners Group reconsider the tender offer price that was proposed in the letter of intent (from 1,180 yen to 1,200 yen) and held discussions with MBK Partners Group regarding the price for the Tender Offer per share of the Company's Common Stock (the "Tender Offer Price") and other conditions.

   According to the Tender Offeror, based on the results of the aforementioned discussions including the request from the Company to reconsider the Tender Offer Price, on November 23, 2016, MBK Partners Group made a final proposal to the Company to set the Tender Offer Price per share at 1,210 yen, and on November 29, 2016 MBK Partners Group and the Company decided to implement the Tender Offer as part of the Transaction.

   As described in the Company's press release titled "Notice of Commencement of Tender Offer for Share Certificates of the Company by K.K. MBKP Resort and Recommendation to Tender Shares" dated November 29, 2016, the Company carefully discussed and considered the various conditions concerning the Transaction based on the valuation report concerning the Company's shares and the fairness opinion obtained from PLUTUS Consulting ("PLUTUS"), the advice obtained from Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ("MUMSS") and Mori Hamada & Matsumoto, the opinion obtained from Kasumimon Sogo Law Offices and other related materials.

   Given the current status, where the value chain of "acquisition, value adding and sale" of golf courses and driving ranges does not function sufficiently, the Company believes that it is necessary to fundamentally reform its business operation. For the purpose of this business operation reform, it is necessary that the Company not apply its cash flows to the allocation of returns to shareholders, but to the acquisition of new golf courses and driving ranges as well as to growth capital such as capital expenditure to improve services and new acquisitions. In the process of this reform, it is inevitable that changes in the policy of the allocation of returns to shareholders will cause confusion for shareholders, and since the reform will involve the implementation of an investment and business strategy from a medium- to long-term perspective, it may temporarily have an adverse effect on the Company's revenue.

   However, in the event that the Company maintains the listing of its Common Stock, it is inevitable that the Company will seek short-term profit that can be returned to shareholders and that such business operation reform might not be able to be implemented as a result. In addition, in order for the Company to specialize in the business of the operation of golf courses, it needs to implement the asset-light strategy promptly, taking the market conditions into consideration. As long as the Company remains a listed company, however, it may not be able to implement the asset-light strategy promptly.

   Based on this, the Company reached the conclusion that providing the shareholders with an opportunity to convert their existing shares into cash now, delisting the Company, implementing (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 that is expected to expand in future," and promoting the most appropriate measures for the asset-light strategy and the Circulating Business Model from the medium- to long-term viewpoint would be the best option for the Company from the perspectives of improving its corporate value and business strategy, and the Board of Directors resolved with the unanimous approval of all the directors at a meeting held on November 29, 2016 to express an opinion in favor of the Tender Offer. The Board of Directors determined that the Tender Offer Price and other terms and conditions of the Tender Offer are reasonable for the Company's shareholders and that the Tender Offer provides the Company's shareholders with an opportunity to sell shares at a price with reasonable premiums, and resolved that it would recommend that the Company's shareholders accept the Tender Offer.

   As described above, the Tender Offer was subsequently concluded. However, the Tender Offeror was not able to acquire all of the Company's Common Stock outstanding, excluding the treasury stock owned by the Company, in the Tender Offer. At the request of the Tender Offeror based on the results of the Tender Offer, the Company has decided to undertake procedures to make the Company a wholly owned subsidiary of the Tender Offeror as described in the Company's press release dated November 29, 2016, taking into consideration the conclusion of the Tender Offer as part of the Transaction as described above. Specifically, the Company will conduct a consolidation of 35,252,217 shares of the Company's Common Stock into one share subject to the approval of the shareholders at the Extraordinary Shareholders' Meeting (the "Stock Consolidation").

   After the Stock Consolidation, the number of the Company's Common Stock to be held by shareholders other than the Tender Offeror will be a fraction less than one share.

3. Outline of Stock Consolidation

1. Schedule for stock consolidation

   (i) Date of public notice of record date for Extraordinary Shareholders' Meeting	Wednesday, January 11, 2017
   (ii) Date of resolution by Board of Directors	Monday, January 23, 2017
   (iii) Record date for Extraordinary Shareholders' Meeting	Thursday, January 26, 2017
   (iv) Date of Extraordinary Shareholders' Meeting	Tuesday, February 28, 2017 (scheduled)
   (v) Date of designation as delisted stock	Tuesday, February 28, 2017 (scheduled)
   (vi) Date of final purchase	Wednesday, March 22, 2017 (scheduled)
   (vii) Date of delisting	Thursday, March 23, 2017 (scheduled)
   (viii) Effective date of Stock Consolidation	Tuesday, March 28, 2017 (scheduled)

2. Description of stock consolidation

3. Class of shares to be consolidated Common stock

4. Ratio of consolidation

   35,252,217 shares of the Company's Common Stock will be consolidated into one (1) share.

5. Number of shares to be decreased