Notice of the Provision of Additional Information on the Tender Offer for Accordia Golf s Shares by PGM Holdings K.K.

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1 January 4, 2013 Press Release Company Name: Accordia Golf Co., Ltd. Representative: President & CEO Ryusuke Kamata (Securities Code: 2131, TSE 1st Section) For inquiries, contact: Managing Executive Officer, Motoo Michida TEL: Notice of the Provision of Additional Information on the Tender Offer for Accordia Golf s Shares by PGM Holdings K.K. The Company has stated its opposition to the tender offer (Hereinafter referred to as Tender Offer ) for the Company s shares by PGM Holdings K.K. (hereinafter referred to as Offeror ) as shown in the Notice of the Position Statement (Opposition) on the Tender Offer for Accordia Golf s Shares by PGM Holdings K.K. (hereinafter referred to as Opposition Release ) released by the Company on December 3, 2012, and we would like to inform you that a resolution to provide additional information on the Company s share value to shareholders and investors was passed in a meeting of the Board of Directors held today. The Company sincerely urges all shareholders to not subscribe to the Tender Offer, and also urges any shareholders who may have already subscribed to the Tender Offer to promptly cancel any contracts relating to the Tender Offer. 1. Overview of the Offeror (1) Name PGM Holdings K.K. (2) Address Takanawa, Minato-ku, Tokyo (3) Name and Position of Representative Arihiro Kanda, President & Representative Director (4) Ownership of shares of subsidiaries engaged in owning and operating Business Content gold courses (5) Capital stock 12,715 million yen (as of September 30, 2012) (6) Established December 9, 2004 (7) Major Shareholders Heiwa Corporation 80.46% and Holding Ratios Japan Trustee Services Bank, Ltd. (Account in Trust) 0.36% (As of June 30, 2012) Japan Trustee Services Bank, Ltd. (#1) 0.35% Pacific Golf Employees Stock Ownership 0.31% 1

2 BBH GMO Flexible Equities Fund 0.27% (Standing proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.) The Master Trust Bank of Japan, Ltd. (Account in Trust) 0.26% The Chase Manhattan Bank N.A. London SECS Lending Omnibus Account 0.25% (Standing proxy: Mizuho Corporate Bank, Ltd.) Japan Trustee Services Bank, Ltd. (#6) 0.18% Japan Trustee Services Bank, Ltd. (#3) 0.17% Japan Trustee Services Bank, Ltd. (#2) 0.14% (8) Relationships between the Listed Company and the Tender Offeror There are no notable capital relationships between the Company and the Tender Offeror. Olympia Co., Ltd., which is a subsidiary of Tender Capital relationship Offeror s parent company Heiwa Corporation, owns 19,893 of the Company s common shares (1.9% of the total number of shares issued). There are no notable personal relationships between the Company and the Tender Offeror. Moreover, there are no notable personal Personal relationships relationships between the interested parties and affiliates of the Company and the interested parties and affiliates of the Tender Offeror. There are no notable business relationships between the Company and the Tender Offeror. Moreover, there are no notable business Business relationships relationships between the interested parties and affiliates of the Company and the interested parties and affiliates of the Tender Offeror. The Tender Offeror is not a related party of the Company. Relevant Status of related parties and affiliates of the Tender Offeror are not related parties of the parties Company. 2. Content, Grounds and Reason for the Opinion on the Tender Offer See the Opposition Press Release for details on the content, grounds and reason for the Company s opinion on the Tender Offer. 3. Provision of Additional Information, etc. on the Tender Offer and the Value of the Company s Shares, etc. (1) Events Following the Statement of Opposition and Reason for the Provision of Additional Information, etc. After the Company made its position statement in opposition of the Tender Offer on December 3, 2012, the Company has explained its stance on the Tender Offer and the Company s New Mid-term Management Plan, etc. to its shareholders and investors, while also asking for the opinions of the 2

3 Company s shareholders and investors. In this process, many of the Company s shareholders and investors offered the Company (i) opinions asking for greater disclosure concerning the Company s share value, and (ii) opinions such as those stating that although they support the Company s New Mid-term Management Plan and Shareholder Returns Policy and wish to hold or acquire the Company s shares, they are faced with the difficult decision on whether they should continue holding or acquire new shares of the Company due to concerns that minority shareholders might be placed at a disadvantage due to the Consolidation proposal made by Offeror if the Tender Offer succeeds (concerns about coercion). The Company accepts the opinions of its shareholders and investors with great sincerity, and in the best interests of its shareholders, has decided to provide additional information concerning the value of the Company s shares to shareholders and investors. The Company already received a Share Value Calculation Report from Daiwa Securities on November 30, 2012 and we have decided to disclose the results (See 2.(I)(2)(a) Results of Daiwa Securities Calculation of the Company s Share Value for the results of the calculation by Daiwa Securities). In addition, the Company also nominated PricewaterhouseCoopers Co., Ltd. (hereinafter referred to as PwC ), which the Japanese subsidiary in the global network of internationally renowned PricewaterhouseCoopers as the independent calculation agent that is independent from the Company and Offeror, and asked PwC to calculate the value of the Company s shares. We have received the results and decided to make them public (See 2.(I)(2)(b) Results of PwC s Calculation of the Company s Share Value for the results of the calculation by PwC). Furthermore, because we see the extremely unfair and coercive tender offer being made by the Offeror without clear indication of the content or terms of Consolidation despite wishing for Consolidation with the Company as a serious problem, we also asked Daiwa Securities and PwC to analyze the integration ratio of the Consolidation that would be appropriate for the Company s shareholders in case the tender offer succeeds and Consolidation is carried out with the Offeror, and decided to make an overview of the findings public. (Please see (2)(II) The Company s Stance on the Integration Ratio of the Consolidation below for the results of the calculations made by Daiwa Securities and PwC) Next, because of the risk that many shareholders and investors have serious concerns about coercion of the Offeror, the Company thought it was necessary to appropriately respond to this coercion. The Company does not believe that the Tender Offer will succeed, but we believe that it is necessary to establish a fair framework for ensuring the interests of the Company s shareholders are not harmed in the event that the Tender Offer does succeed. From this perspective, as a result of careful consideration while obtaining advice from advisers, the Company has decided to hold a extraordinary general shareholders meeting with January 16, 2013 as the record date and present a proposal to amend the Articles of Incorporation to change the requirement for a resolution on Consolidation such as a merger from 2/3 to 3/4 (For details, see Appendix B of 6. Policy on the Response to the Basic Policy on Control of the 3

4 Company below). (2) Provision of Additional Information, etc. on the Tender Offer and the Value of the Company s Shares, etc. (I) The Tender Offer is not in the interests of shareholders (1) Superiority of the Company s earning capacity (management capability) compared to Offeror The Company s scale of earnings significantly surpasses that of Offeror when viewing the indicators of operating revenue, operating income, ordinary income and net income. Furthermore, although Offeror s earning rate is showing a declining trend from the viewpoint of EBITDA-based profitability, the Company has consistently recorded a high earning rate. From this perspective, the Company believes it is clear that the Company s earning capacity is superior to that of Offeror. Furthermore, in order to enhance this earning capacity, the Company established a new Mid-term Management Plan ((1) Multi-brand strategy, (2) Realization of optimal costs, (3) Expansion of the driving range business, and (4) Strengthening of the retail business) on December 3, 2012, and is working toward its implementation. In addition, on December 3, 2012, the Company revised its year-end dividend (forecast) to 5,500 yen per share and resolved to have a basic management policy of aiming for a consolidated payout ratio of 90% in subsequent years, and in addition to profit growth based on the New Mid-term Management Plan, the Company will strive to continually increase dividends as part of its enhanced shareholder returns. Under the current business conditions, the Company believes that proceeding with the above New Mid-term Management Plan and Shareholder Returns Policy is in the best interests of the Company s shareholders. However, Offeror, who is a competitor of the Company, has a management policy that is incompatible with the New Mid-term Management Plan believed to be in the best interests of the Company s shareholders. In the event of the creation of a board-member structure that doesn t support the new medium-term management plan and is aligned with the wishes of the Offeror, the Company s management ability, which is the basis for its strengths such as its earning capacity, will be lost, and the Company believes that there is a serious risk that the best interests of the Company s shareholders will be unable to be realized. The Company believes that operating the business under the policy of the Company s competitor, the Offeror, has the potential to damage the Company s earning capacity and ability to generate cash flow, and that there is a risk that this will result in the infringement of the interests of all shareholders. (2) The Tender Offer Price is remarkably insufficient in light of the corporate value of the Company 4

5 (a) Results of calculation of the Company s share value by Daiwa Securities In order to determine the validity of the Tender Offer Price, the Company commissioned major Japanese securities company Daiwa Securities for a calculation of the Company s share value, and the Share Value and Integration Ratio Calculation was received on November 30, According to the Share Value and Integration Ratio Calculation received from Daiwa Securities on November 30, 2012, the methods used by Daiwa Securities and the scope of the Company s share value per share as calculated based on these methods were as follows: DCF method: 124,632yen ~ 163,916 yen Average market value method: 51,326 yen ~ 55,091 yen (calculation made with the date of the announcement of the Tender Offer (November 15, 2012) as the record date, and based on the closing price of the Company s ordinary shares on the Tokyo Stock exchange being 53,200 yen on the record date, the average closing price for the past 1 month being 55,091 yen (decimals rounded down; the same applies to the following share value calculations), the average closing price for the past 3 months being 52,473 yen and the average closing price for the past 6 months being 51,326 yen) According to Daiwa Securities, the above calculation was carried out by considering the Company s business plan based on a request by the Company, and the value of the Company s ordinary shares was calculated using the discounted cash flow method (hereinafter referred to as DCF method ) that calculates the share value by discounting the current value at an appropriate discount rate according to business risks based on free cash flow to be generated by the Company in the future, and the average market value method, which is an objective calculation method based on the market price formed in the capital market reflecting a variety of elements such as the Company s profitability, assets and future potential. (b) Results of calculation of the Company s share value by PwC In order to provide sufficient information on the Company s share value to the Company s shareholders, in addition to the evaluation of the Company s share value by Daiwa Securities, the Company asked PwC, which is a third-party calculation agent independent of both the Company and the Tender Offeror to calculate the value of the Company s shares, and we received the Calculation of the Company s Share Value on December 30, According to the Share Value and Integration Ratio Calculation received from PwC on November 30, 2012, the methods used by PwC and the scope of the Company s share value per share as calculated based on these methods were as follows: DCF method: 105,492yen ~ 134,944 yen Average market value method (1): 52,031 yen ~ 55,153 yen (calculation made with November 5

6 15, 2012, which was the date of the announcement of the Tender Offer, as the record date, and based on the average closing price of the Company s ordinary shares on the Tokyo Stock exchange for the past 1 month being 53,200 yen and the trading volume-weighted average closing price for the same period being 55,091 yen, and the average closing price for the past 3 months being 52,473 yen and the trading volume-weighted average closing price for the same period being 52,031 yen) Average market value method (2): 75,549 yen ~ 80,400 yen (calculation made with December 28, 2012 as the record date, and based on the closing price of the Company s ordinary shares on the Tokyo Stock Exchange on said record date being 80,400 yen, the average closing for the past 1 month being 76,738 yen and the trading volume-weighted average closing price for the same period being 77,049 yen, and the average closing price for the period from November 16 until the record date being 75,576 yen and the trading volume-weighted average closing price for the same period being 75,549 yen) According to PwC, the above calculation was carried out by considering the Company s business plan based on a request by the Company, and the value of the Company s ordinary shares was calculated using the DCF method that calculates the share value by discounting the current value at an appropriate discount rate according to business risks based on free cash flow to be generated by the Company in the future, and the average market value method, which is an objective calculation method based on the market price formed in the capital market reflecting a variety of elements such as the Company s profitability, assets and future potential. (c) Inadequacy of Tender Offer Price As stated above, the Company is also of the belief that the Tender Offer Price is clearly inadequate compared with the company s corporate value in light of the results of the calculation of the Company s share value by PwC in addition to the results of the calculation of the Company s share value by Daiwa Securities. In particular, the Company believes that the Company s share value has been undervalued because it is yet to fully recover from the significant decline that occurred around April 2012 due to special circumstances including the shareholder proposal made primarily by subsidiaries of Heiwa Corporation, which is the parent company of Offeror, at the ordinary general shareholders meeting held in June Therefore, the Company believes that the Tender Offer Price is inadequate as it does not appropriately reflect the Company s corporate value. (3) Inappropriate Purpose Intentional Creation of Conflict of Interest Structure 6

7 However, without providing any proposal regarding the Consolidation to the board of directors, of which a majority is made up of highly independent external directors, the Offeror has been attempting, by implementing the Tender Offer, to first obtain a special capital relationship in which the Offeror may exercise control or pressure over the Company s directors, and then to initiate negotiation regarding the Consolidation by taking advantage of such strong conflict of interest structure. The Company believes that the Tender Offer commenced for those purposes is extremely unfair, and that under the conflict of interest structure described above, the interests of the Company s shareholders are seriously threatened to be impaired with respect to their decision making regarding whether they accept the Consolidation or the terms and conditions thereof after the Tender Offer. (4) Inappropriate Method Extremely Unfair Coercive Takeover The Offeror has been conducting a extremely unfair coercive takeover, such as by not clearly revealing the terms and conditions of the Consolidation after the Tender Offer, and by implying the possibility that the consideration to be delivered to the shareholders of the Company upon the Consolidation could be lower than the Tender Offer Price due to the results of due diligence and other reasons. The Company believes that the devious coercion of such a Tender offer takes away the opportunity to make an appropriate sale decision from the Company s shareholders, and that there is a serious risk that the interests of the Company s shareholders will be harmed. The Company does not believe that the Tender Offer will succeed, but we believe that it is necessary to establish a fair framework for ensuring the interests of the Company s shareholders are not harmed in the event that the Tender Offer does succeed. From this perspective, the Company has decided to hold a extraordinary general shareholders meeting with January 16, 2013 as the record date and present an amendment to the Articles of Incorporation to change the requirement for a resolution on consolidation such as a merger from 2/3 to 3/4 (For details, see 6. Policy on the Response to the Basic Policy on Control of the Company below). (II) The Company s Stance on the Integration Ratio of the Consolidation Furthermore, regarding consolidation, the Company is not rejecting the option as a conceivable business strategy, provided that the content/conditions for the same are in the interests of the Company s shareholders, but we believe that the merits and consideration of the consolidation should not be determined after the Tender Offer leads to the creation of special capital ties, or structures of conflicting interests, in which the influence of the Offeror extends to the Company s management, but should instead be determined in negotiations held between the Company and the Offeror at arm s length. In the event the Tender Offer succeeds and directors nominated by the Offeror at will are sent to the Company, there is no guarantee that appropriate disclosure concerning the consolidation will be made 7

8 to the Company s shareholders. Under such conditions, assuming that the Tender Offer succeeds and consolidation with Offeror takes place, the current Board of Directors that is in a position independent from Offeror believes that the Company examining the appropriate integration ratio for the consolidation is in the best interests of the Company s shareholders. Based on this belief, in addition to Daiwa Securities, the Company asked independent third-party calculation agent PwC to calculate the integration ration of the consolidation as deemed appropriate for the Company, and has decided to provide information on the results to shareholders. Because the Company does not have the latest business plan of Offeror, which could form the basis for evaluating the corporate value of Offeror, the Company assumed that Offeror can achieve the same annual growth rate of operating revenue and EBITDA as the Company based on the projected Operating revenue and projected Operating income, etc. for the year ended December 2012, asked for an evaluation of the corporate value of Offeror based on this assumption, and decided to publish the results thereof. (See (1) (Note 1) below for details.) (1) Results of Daiwa Securities calculation of the integration ratio of the consolidation According to the Share Value and Integration Ratio Calculation received from Daiwa Securities on November 30, 2012, the integration ratio of the consolidation as analyzed by Daiwa Securities based on publicly available information on the Company and Offeror is as follows. Evaluation method Evaluation range of integration ratio (assuming the Company to be 1) DCF method 1:0.242 to 1:0.319 Average market value 1:1.153 to 1:1.207 method (Note 1) According to Daiwa Securities, the evaluation of Offeror s corporate value in the calculation using the DCF method was calculated under the following assumptions. (a) With regard to the business plan forming the basis for evaluation of corporate value, as Offeror s latest business plan has not been announced, (i) the figures shown in the Summary of Financial Results for Second Quarter of Fiscal Term Ending December 31, 2012 [JGAAP] published by Offeror on August 3, 2012 were used for the year ended December 31, 2012, and (ii) Offeror s future operating revenue and EBITDA were calculated under the same assumptions as the Company s New Mid-term Management Plan (using the same uniform growth rate as that used in the Company s New Mid-term Management Plan) based on Offeror s forecast Operating revenue and forecast EBITDA for the year ended December 31, 2012 as shown in the above Summary of Financial Results for Second Quarter of Fiscal Term Ending December 31, 2012 [JGAAP] for the year ending December 31, 2013 and onwards, and reflect Offeror s financial condition to the extent made publicly available. However, said 8

9 business plan of Offeror was originally made by the Company, and revised based upon above assumptions and discussions between Daiwa Securities and the Company, and the Company has agreed to use this as the basis for evaluating the corporate value of Offeror. (b) Offeror s business plan upon which the evaluation of Offeror s corporate value is based was prepared without discussion with Offeror or any related parties, and without any due diligence or other information gathering directed toward Offeror. Therefore, there are certain limitations to the accuracy of the evaluation of Offeror s corporate value in relation to limits of information gathering. (Note 2) According to Daiwa Securities, in calculation using the average market value method, the date of the announcement of the tender offer (November 15, 2012) is used as the record date, and closing price on the record date and the average closing prices for the preceding 1 month, 3 months and 6 months for the ordinary shares of the Company and Offeror on the Tokyo Stock Exchange were used to calculate the value of the ordinary shares of the Company and Offeror. (Note 3) The above calculation conducted by Daiwa Securities calculates the integration ratio of the Consolidation under certain conditions, and the possibility that the final integration ratio may differ from the above calculation results cannot be denied. (2) Results of PwC s calculation of the integration ratio of the consolidation According to the Share Value and Integration Ratio Calculation received from PwC on December 30, 2012, the integration ratio of the consolidation as analyzed by PwC based on publicly available information on the Company and Offeror is as follows. Evaluation method Evaluation range of integration ratio (assuming the Company to be 1) DCF method 1:0.358~1:0.481 Average market value method (1) 1:1.151~1:1.172 Average market value method (2) 1:0.862~1:0.950 (Note 1) According to PwC, the evaluation of Offeror s corporate value in the calculation using the DCF method uses Offeror s business plan provided by the Company (the same as that formed the basis for the above calculation by Daiwa Securities). See the Note 1 in (1) above for the notes concerning said evaluation of Offeror s corporate value. (Note 2) According to PwC, in the calculation using the average market value method, (i) the calculation using average market value method (1) is made with November 15, 2012, which was the date of the announcement of the Tender Offer, as the record date based on the average closing prices and the trading volume weighted averages for 1 month and 3 months preceding the record date for the ordinary shares of the Company and Offeror on the Tokyo Stock Exchange, and (ii) the calculation using average market value method (2) is made with 9

10 December 28, 2012 as the record date based on the average closing price and the trading volume weighted average for 1 month preceding the record date and the period from November 16, 2012 until the record date for the ordinary shares of the Company and Offeror on the Tokyo Stock Exchange. (Note 3) The above calculation conducted by PwC calculates the integration ratio of the Consolidation under certain conditions, and the possibility that the final integration ratio may differ from the above calculation results cannot be denied. (III) Conclusion As stated above, the Company believes that there is a considerable risk that the Tender Offer will harm the interests of the Company s shareholders. The Company sincerely urges all shareholders not to subscribe to the Tender Offer. The Company also urges all shareholders who may have already subscribed to the Tender Offer to promptly cancel any contracts relating to the Tender Offer. 4. Matters concerning material agreements between the Offeror and the Company s shareholders concerning subscription to the Tender Offer Not applicable. 5. Content of Profit Sharing by the Tender Offeror or Persons in Special Relationship Therewith Not applicable. 6. Policy on the Response to the Basic Policy on Control of the Company (1) Grounds and Reason for the Response Policy After the Company made its position statement in opposition of the Tender Offer on December 3, 2012, the Company has explained its stance on the Tender Offer and the Company s New Mid-term Management Plan, and Shareholder Returns Policy, etc. to its shareholders and investors, while also asking for the opinions of the Company s shareholders and investors. In this process, many of the Company s shareholders and investors offered the Company opinions such as those stating that although they support the Company s New Mid-term Management Plan and Shareholder Returns Policy and wish to hold or acquire the Company s shares, they are faced with the difficult decision on whether they should continue holding or acquire new shares of the Company due to concerns that minority shareholders might be placed at a disadvantage due to the consolidation to be implemented by Offeror if the Tender Offer succeeds. The Company does not believe that the Tender Offer will succeed, but in the event the Tender Offer does succeed, assuming that shares equal to the upper limit of the Tender Offer are acquired, the share 10

11 holding ratio of the Offeror and its special interested parties (hereinafter collectively referred to as Offeror Group ) will be 56.19% (as described in the tender offer statement of the Tender Offer). Meanwhile, the requirement for a special resolution of the general shareholders meeting pertaining to consolidation such as a merger is 2/3 of the votes of shareholders in attendance. With regard to this point, because not all shareholders exercise their voting rights, the Company believes that there is a risk that Offeror Group will have over 2/3 of the votes actually exercised in the general shareholders meeting if Offeror Group s shareholding ratio reaches 56.19% and will be able to force through consolidation even if the terms of consolidation are disadvantageous to minority shareholders. That is, in the event the Tender Offer succeeds, the special resolution of the general shareholders meeting pertaining to consolidation will not function to protect the interests of minority shareholders, and the Company believes that there is a risk that the Company s shareholders will be coerced into deciding they must subscribe to the Tender Offer even under unfavorable terms in an effort to avoid the risk of being treated unfairly in the event of consolidation. For the above reasons, the Company believes that it is necessary to take steps to alleviate the devious coercion of the Tender Offer to enable the Company s shareholders to freely decide whether or not to subscribe to the Tender Offer. To address this, in order to alleviate the devious coercion of the Tender Offer and realize the best interests of the Company s shareholders with regard to the general rule on whether or not to approve agenda items on transfer of the Company s business, merger, corporate divestiture, share exchanges and share transfers, etc. (hereinafter referred to as reorganization ), the Company has decided to submit to the general shareholders meeting a proposal to partially amend Article 14 of the Company s Articles of Incorporation to raise the requirement for a special resolution of the general shareholders meeting pertaining to reorganization of the Company from 2/3 to 3/4 of the votes of current shareholders in attendance pursuant to Article 309, paragraph 2 of the Companies Act. Furthermore, the Company has also decided to propose raising the requirement for a special resolution of the general shareholders meeting pertaining to amendment of the provisions of the Articles of Incorporation specifying said resolution requirements in the above case from the current level of 2/3 of votes of shareholders in attendance to 3/4 of votes of shareholders in attendance (hereinafter, these are collectively referred to as Amendments ). Furthermore, to ensure that the provisions established by the Amendments do not restrict the wishes of future shareholders more than necessary, the Company also proposes the establishment of a supplemental provision stating that they will be deleted upon the closing of the ordinary general shareholders meeting pertaining to the last business year ending within two years of the effective date thereof. The Company believes that if the Amendments are made, in the event the Tender Offer Succeeds, it will be possible to alleviate the coercion inherent to the Tender Offer and protect the interests of shareholders by reducing the risk that the interests of the Company s minority shareholders other than Offeror Group with regard to whether a reorganization proposal pertaining to consolidation should be approved or not if such a proposal is presented to the general shareholders meeting. In light of the objective of the Amendments, when submitting the Amendments, January 16, 2013, which is the day before the final day of the Tender Offer Period shall e established as the record date for 11

12 establishing the shareholders able to exercise votes in the extraordinary general shareholders meeting in which the Amendments are scheduled to be submitted, and the shareholders recorded in the final shareholder registry of that day shall be able to exercise their voting rights. (2) Content of Amendments to the Articles of Incorporation The content of the Amendments are as follows. (Changes are underlined.) Current Articles of Incorporation Amendment Proposal (Method of Resolution) (Method of Resolution) Article 14 (Text omitted) Article 14 (Text omitted) 2. (Text omitted) 2. (Unchanged) (New) 3. Notwithstanding the preceding (New) paragraph, resolutions pursuant to Article 309, paragraph 2 of the Companies Act in cases requiring a resolution of the general shareholders meeting in accordance with the provisions of PART II Chapter VII (Assignment of Business) or PART V (Entity Conversion, Merger, Company Split, Share Exchange, and Share Transfer) of the Companies Act shall be made with shareholders holding no less than 1/3 of the voting rights able to be exercised in attendance and by 3/4 of the voting rights thereof. 4. Notwithstanding paragraph 2, resolutions pursuant to Article 309, paragraph 2 of the Companies Act in cases requiring a resolution of the general shareholders meeting in accordance with the provisions of PART II Chapter VI (Changes in Articles of Incorporation) of the Companies Act in relation to deletion or amendment of the preceding paragraph or this paragraph shall be made with shareholders holding no less than 1/3 of the voting rights able to be exercised in attendance and by 3/4 of the voting rights thereof. 12

13 (New) Supplementary Provisions Article 1 The provisions of Article 14, paragraph 3 and paragraph 4 shall be deleted upon the closing of the ordinary general shareholders meeting pertaining to the last business year ending within two years of them taking effect. 2. These supplementary provisions shall be deleted after the deletion of the provisions in Article 14, paragraph 3 and paragraph Notwithstanding Article 14, paragraph 2, resolutions pursuant to Article 309, paragraph 2 of the Companies Act in cases requiring a resolution of the general shareholders meeting in accordance with the provisions of PART II Chapter VI (Changes in Articles of Incorporation) of the Companies Act in relation to deletion or amendment of the these supplementary provisions shall be made with shareholders holding no less than 1/3 of the voting rights able to be exercised in attendance and by 3/4 of the voting rights thereof. (3) Schedule (1) Announcement of the record date for the Extraordinary General Shareholders Meeting December 29, 2012 (Saturday) (2) Record date for the Extraordinary General Shareholders Meeting January 16, 2013 (Wednesday) (3) Date of the Extraordinary General Shareholders Meeting Mid-March 2013 (Scheduled) (4) Effective date of the amendment to the Articles of Incorporation Date of Extraordinary General Shareholders Meeting (scheduled) (Note 1) The Company shall hold an extraordinary general shareholders meeting and submit the proposal to amend the Articles of Incorporation on the condition the tender offer succeeds, and plans 13

14 to make a final decision in the meeting of the Board of Directors to be held in late January (Note 2) Even if the tender offer is success, the proposal to amend the Articles of Incorporation may not be presented if steps that satisfy the Company are taken to ensure fairness instead of the proposal to amend the Articles of Incorporation. 6. Questions about the Offeror Not applicable. 7. Request to Extend the Tender Offer Period Not applicable. 8. Future Outlook As state above, the Company opposes the Tender Offer. The Company sincerely urges all shareholders to not subscribe to the Tender Offer, and also urges any shareholders who may have already subscribed to the Tender Offer to promptly cancel any contracts relating to the Tender Offer. End [For inquiries, contact] (Monday-Friday, 9:00-17:00) Accordia Golf Co., Ltd. Investor Relations (K. Nose) TEL: (03) (Audio guidance) ir@accordiagolf.com This press release is for the purpose of providing information on the Company's opinion on the Tender Offer, and is not for the purpose of soliciting or intermediating investment or other transactions, or preventing such transactions with the Company or other companies, or solicitation of the proxy exercise of voting rights at the Company s general shareholders' meeting by the Company or a third party. Forward-looking statements such as strategies, plans, policies and forecasts included in this press release have been determined by the Company based on certain assumptions (hypotheses) and future estimates based on information available at the Company at the present time, and are therefore subject to risks and uncertainties. As a consequence, actual performance, etc. may substantially deviate from the content described in this press release due to changes in control over the Company and other factors. Although an effort has been made to take reasonable care with the information contained in this press release, the Company does not make any representations or warranties as to, among others, the accuracy, appropriateness or completeness of this information. Furthermore, the information on companies and groups, etc. other than the Accordia Group contained in this press release utilizes publicly available information and has not been independently verified by the Company. 14