Accordia Golf's Opinion on the Tender Offer by PGM Holdings · determined by the Company based on certain assumptions (hypotheses) and future estimates based on information available

Accordia Golf's Opinion on the Tender Offer by

PGM Holdings

December 3, 2012

DisclaimerDisclaimer

• This document is for the purpose of providing information on the opinion of Accordia Golf Co., Ltd (hereinafter "the Company" or "AG") concerning the tender offer for the Company's shares (hereinafter "Tender Offer") initiated by PGM Holdings K.K. (hereinafter referred to as "Offeror“, or “PGM”), and is not for the purpose of soliciting or intermediating investment or other transactions.

• Forward-looking statements such as strategies, plans, policies and forecasts included in this document have been determined by the Company based on certain assumptions (hypotheses) and future estimates based on information available at the Company by the time of preparation of this document, and are therefore subject to risks and uncertainties. As a consequence, actual results, etc. may substantially deviate from the content described in this document due to changes in control of the Company or other factors. Furthermore, the Company has no obligation to make updates to the content shown in this document and does not intend to do so.

• Although an effort has been made to take reasonable care with the information contained in this document, the Company does not make any representations or warranties as to, among others, the accuracy, appropriateness or completeness of this information.

• The information contained herein regarding companies or entities other than the Company and members of the Accordia Group is prepared using public sources. The Company has not verified and does not make any representations or warranties as to, among others, the accuracy, appropriateness or completeness of this information.

• With some exceptions, the figures shown in this document are consolidated figures, which are rounded down to the nearest unit shown and may not tally to the totals given for each item.

For inquiries about this document, please contact:Accordia Golf Co., Ltd. Investor RelationsRiviera Minami Aoyama Bldg. A.3-3-3 Minami Aoyama, Minato-ku, Tokyo 107-0062

TEL: +81-3-6688-1500 (voice guidance)E-mail: [email protected] site: www.accordiagolf.co.jp

- 1 -

12/3/2012

Content of the Opinion on the Tender Offer

- 2 -

The Company is

OPPOSED TO THE TENDER OFFER

for the Company's shares initiated by PGM

In addition to asking that attention be given to the information provided by the Company, we sincerely urge all shareholders not to accept 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.

* To cancel contracts related to the tender offer, please deliver or send a "Document Stating Intent to Cancel Contracts Related to the

Tender Offer" accompanied by copies of the "Tender Offer Subscription Receipt" and "Tender Offer Subscription Form" to the head office

of the tender offer agent (MITA SECURITIES, Co., Ltd.) or sub-agent (Barclays Securities Japan Limited) who accepted the application.

* For details, please contact the tender offer agent or sub-agent.

12/3/2012

Course of Events Leading to the Statement of Opinion Concerning the Tender Offer

- 3 -

After the Tender Offer was made by PGM on November 16, in addition to consideration within the Company, an independent committee was established with all of the Company's external directors and auditors as members, and consideration of the Tender Offer was carried out.

Initiation of TOB by PGM

(November 16)

Course of Consideration of the Tender OfferAG Board of Directors

Independent Committee

Nomination of financial advisor (Daiwa Securities)

Nomination of Legal AdvisorMori Hamada & Matsumoto

Establishment of Independent Committee (November 26)

All external directors (5)

All external auditors (4)

Advice

Inquiry

Consideration by Board of Directors

November 19

November 26

November 28

November 29

November 30

December 3

Consideration by Independent Committee

November 28

November 29

November 30

December 3

Report(Dec. 3)

Should opposeTOB by PGM

Should opposeTOB by PGM

Opposed to TOB by

PGM

Opposed to TOB by

PGMResults of

Consideration

AG Board of Directors Opinion

PGMMeeting(Nov. 29)

The Independent Committee met with PGM on November 29 and received a direct explanation of PGM's proposal, in addition to conducting a Q&A session

12/3/2012 - 4 -

Reason for the Opinion on the Tender Offer

Inappropriate Purpose - Intentional Creation of Conflicting InterestsIII.

Superiority of the Company's Mid-term Management PlanI.

Inappropriate Method – Extremely Unfair Coercive TakeoverIV.

Inadequacy of Tender Offer PriceII.

12/3/201212/3/2012 - 5 -

I. Superiority of the Company's Mid-term Management Plan

12/3/2012 - 6 -

Key Points in the New Mid-term Management Plan

March 2013

22.5

March 2017

26.90.9

0.8(Units: billions of yen)

Multi-brand strategy(1)

Realization of optimal costs(2)

Expansion of the driving range business(3)

Strengthening of the retail business(4)

Driving range business

Retail business

Four policies to reinforce earning capacity

Factors leading to increases of EBITDA in the Mid-term Management Plan

By implementing 4 unique policies to improve earnings,we aim to achieve EBITDA of ¥26.9 billion in the year ending March 31, 2017

2.0

+ ¥4.4 billion

0.7Golf course business

Improved headquarters efficiency, etc.

The New Mid-term Management Plan(1) Response to Customers' Needs through Multiple Brands - Current Status and Future Direction

The Current Situation Moving to the Next Stage

Multi-brand strategy using multiple brands tailored to suit customers' needs

Difficult to adapt to various customers' needs with a unified brand

There is a wide range of golf courses within Accordia Golf, with the average cost of a round spanning from 4,000 yen to 13,000 yen, and we have particularly been unable to sufficiently respond to the needs of premium-oriented customers.

There are needs for enjoying golf at even lower prices

In a difficult market environment where average spending at golf courses is in decline, there are also needs for even lower cost operations through the use of self-service, etc.

Differentiation through branding is essentialCustomers have become more discerning due to competition between the services provided by various courses and other companies, and making an appeal from a branding perspective is growing in importance.

- 7 -12/3/2012

Establishing a position in the premium market and the low-end market through multiple brands of golf courses

Emphasis on the provision of the inherent joy of sport» Expanding to a broader range of customers as golf courses for

individuals and families by pursuing affordable and enjoyable golf

Accordia Until Now

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

40.0

Casual

さわ

やか

な

かっ

こい

い

フォ

ーマ

ルな

ゴー

ジャ

スな

暖か

い

くわ

くす

る

チャ

レン

ジン

グな

夢の

ある

感動

でき

る

特別

な感

じが

する

熱狂

・興

奮で

き

あて

はま

るも

のは

ない

AG A B C D E F(%)

Friendly

Bright

Openness

Cheerful

Young

Favorable

Enjoyable

Good sense

Sophisticated

Brisk

Cool

Formal

Gorgeous

Special

Exciting

Dream

inspiring

Warm

Challenging

Moving

Enthusiastic

Not applicable

* Results of an Internet survey by the Company.

The New Mid-term Management Plan(1) Response to Customers' Needs through Multiple Brands - Policy on New Brand Strategy

- 8 -12/3/2012

Prem

iumB

randA

CC

OR

DIA

GO

LFLC

COrientation toward golf

Premium ZonePremium Zone

Mass-consumersMass-consumers

Priceconsciouscustomers

Priceconsciouscustomers

Grade

High-end ZoneHigh-end Zone

Brand Positioning (Image)

Realize low-cost operations by providing the minimum necessary services while providing good course quality based on the concept of simple.

Aim for high operating rates and high revenue by providing basic full service centered on the concept of casual.

Aim to maintain and increase the average amount spent and improve member-related revenue by increasing the brand value based on the concepts of authenticity and status.

“Premium Zone”

Volumezone

"Mass-consumers"

“Price-consciouscustomers"

Target Brand strategy

Low-end

High-end

Premium

Middle

12/3/201212/3/2012 - 9 -

The New Mid-term Management Plan(2) Realization of Optimal Costs through Further Improvements inOperational Efficiency

Rectification of operation costs will be carried out alongside administrative streamlining

Administrative streamlining

Realization of optimal costs

according to net sales

Promotion of self-service and automation

Further promotion of centralized procurement and reduction of procurement costs

Pursuit of further streamlining in administrative centers

Making labor costs variable (outsourcing/ part time)

Sharing of personnel between office departments

More efficient restaurant cooking operations, use of restaurants without cooks

OperationCost

Net sales

Correlation between Net sales and Operation Costs

(Image)

(1)(2)

Work to optimize operation costs by (1) standardization of the variation and (2) reducing overall costs

There is some variation

The New Mid-term Management Plan(3) Customer Lock-in through Expansion of the Driving Range Business - Mid-term Targets

- 10 -

Numerical targets for driving ranges operated40 facilities (60% owned, 40% franchise)

Sales of ¥5.0 billion or moreEBITDA margin of 41%

Policy for Future Operation of Driving Ranges

Promotion of non-asset type

Limit acquisition and construction to excellent prospects, and actively promote non-asset contracted operation and franchise schemes

Limitation of acquisition and construction to excellent prospectsLimit to projects with high investment efficiency in urban areas.

Aiming for net sales of at least ¥5.0 billion and an EBITDA margin of 41% in the driving range business

12/3/201212/3/2012

Mid-term Targets for Driving Ranges

(100 million yen)

(100 million yen)

Mid-term Target for Driving Ranges (Net Sales)

Mid-term Target for Driving Ranges (EBITDA)

38

53

0

30

60

March 2013 March 2017

12

22

32.9%

41.5%

0

10

20

30


EBITDA

EBITDA Margin

The New Mid-term Management Plan(3) Customer Lock-in through Expansion of the Driving Range Business - Profitability and Effect of Transported Customers

12/3/2012

The driving range business has high profitability on par with the golf course business,and the driving range business also has the effect of locking in existing customers

[Yield of driving range business]Driving ranges

themselves have a high yield.

Accordia Golf CoursesAccordia Golf Courses Driving Ranges Operated by/with Accordia

Driving Ranges Operated by/with Accordia

• Playing golf

• Pro shops

• Restaurants

• Course lessons

Accordia Golf Courses Driving Ranges

Loyalty cards

Locking in customers through use of loyalty points

• Golf practice

• Golf lessons

• Pro shops

Course debut

Round lessons run by golf schools

Transportation of driving range customers

Visits by members and visitors

- 11 -

Driving Range BusinessDriving Range Business Business Model for Comprehensive Golfing ServicesBusiness Model for Comprehensive Golfing Services

[Transporting customers to golf courses](10 thousands)

(millions of yen)

(Source) Tabulated by Accordia

Storesopened

4 (in. 1 underdevelopment)



12/3/201212/3/2012

The New Mid-term Management Plan(4) Increasing Earning Opportunities by Strengthening the Retail Business

We are aiming for ¥9 billion in sales and an EBITDA margin of 10% in the retail business

Mid-term Targets for the Retail BusinessMid-term Target for the Retail Business (Operating Revenue)

(100 million yen)

40

90

0

20

40

60

80

100


Mid-term Target for the Retail Business (EBITDA Margin)

※Operating Revenue for retail business is the combined earnings of golf course business, driving range business, and other retail business

Target at March 2017

Over 10％

Numerical Target for the Retail BusinessNet sales of ¥9 billion or more

EBITDA margin of 10% or more

Policy for Future Operation of the Retail Business

- 12 -

Transformation and strengthening of existing shops

Implementation of visual merchandisingImprovement of merchandisingStrengthening of competitive pricing/ strengthening of marketing capability

Diversification of sales channels

Launch of own e-commerce site linked to reservation site through alliance with GDO Inc.Consideration of launch of town stores

The New Mid-term Management PlanTransition to Dividend Policy (1)

- 13 -12/3/2012

One measure based on the new Mid-term Management Plan is a transition to a policy emphasizing dividends aiming for a target consolidated payout ratio of 90%

Significant enhancement of shareholder returns

Reduction of opportunities to acquire golf courses

Balance of financial strength and capital efficiency

Utilization of surplus cash flow

In future, the Company will adopt a policy of expanding shareholder returns and providing sustained and stable dividends.Specifically, implementation of "shareholder returns with a consolidated payout ratio of around 90%" are planned.Expansion of shareholder returns is seen to be the best way to contribute to the best interests of the Company's shareholders.

The basic strategy was transformed from the existing one of "expanding scale through the acquisition of golf courses" to one of "expansion of earnings through improvement of golf course quality."

Financial strength has increased year by year due to the continuous repayment of interest-bearing debt.As of September 30, 2012, the net D/E ratio was 1.1 and the leverage ratio was 4.5. (The maximum under the syndicate loan agreement is 6.5)The target D/E ratio of 0.9 is within reach. The Company is moving into a period of focus on capital efficiency.

12/3/201212/3/2012 - 14 -

Provision of shareholder returns on par with REITsAround 90% of net income will be allocated to dividends, but there is considerable capital surplus after deducting capital investment from depreciation expenses (depreciation and amortization of goodwill)

Improved EPS

through internal growth

Aim for 90% consolidated dividend payout ratio after March 2014

(billion yen)

World's highest level of payout ratio

Surplus investment and debt repayment

Net income + depreciation

Net income

Capital investment

Redemption of deposits

Target net income per share 5,263 yen 7,238 yen 8,084 yen 8,693 yen 9,325 yen

5,500 yenForecast for consolidated dividend per share at March 2013

The New Mid-term Management PlanTransition to Dividend Policy (2)

- 15 -

Superiority of the Company's Mid-term Management Plan

The Company’s Management Ability (Earning Capacity) is Far Superior to PGM’s Management Ability (Earning Capacity)

(1)

Anticipated Increased Earnings for the Company through Implementation of the Company's New Mid-Term Management Plan

(2)

Aiming for a Dividend Policy Emphasizing Shareholder Return (Target Consolidated Payout Ratio of 90%)

(3)

Risk of Tender Offer Not Being in the Best Interest of All Shareholders Compared to the Implementation of the New Mid-term Management Plan

(4)


- 16 -

Accordia PGM Accordia/PGM

Total assets ¥259.9 billion ¥269.9 billion 1.0 X

Borrowed capital ¥128.9 billion ¥138.1 billion 0.9 X

Net interest-bearing debt ¥101.6 billion ¥87.3 billion 1.2 X

Shareholders' equity ¥90.7 billion ¥80.8 billion 1.1 X

Number of courses owned 134 124 1.1 X

Operating revenue ¥ 90.8 bn (¥86.8 bn) ¥ 76.3 bn (¥70.8 bn) 1.2 X (1.2 X)

EBITDA ¥ 22.5 bn (¥20.4 bn) ¥ 16.0 bn (¥12.4 bn) 1.4 X (1.7 X)

Operating income ¥ 14.5 bn (¥12.6 bn) ¥ 10.3 bn (¥7.2 bn) 1.4 X (1.8 X)

Ordinary income ¥ 11.2 bn (¥10.7 bn) ¥ 8.0 bn (¥4.9 bn) 1.4 X (2.2 X)

Net income ¥ 5.4 bn (¥11.3 bn) ¥ 4.0 bn (¥2.3 bn) 1.4 X (4.9 X)

In terms of earning capacity,

the Company overwhelms PGM

The Company and PGM aregenerally on even standing

However,

Corporate Scale

Corporate Scale

Earnings ScaleEarnings Scale

Forecast (Actual) Forecast (Actual) Forecast(Actual)

♦ Although on even terms with regard to the scale of the enterprises that forms the platform for earnings, the Company overwhelms PGM in terms of earning capacity

※ The figures on the Company shown in the table above are based on the Consolidated Financial Results for the First Half of the Fiscal Year Ending March 31, 2013 (Japanese Accounting Standards) published by the Company on October 31, 2012. Furthermore, the figures for PGM are based on Summary of Financial Results for Third Quarter of Fiscal Term Ending December 31, 2012 [JGAAP] and the Summary Of Financial Results For December 2011 Fiscal Year (Consolidated) published by PGM on November 8, 2012.

※ The actual figures on the Company in the above table are the figures shown in the securities report filed on June 29, 2012, and forecasts are the consolidated forecast figures for the fiscal year ending March 31, 2013 shown in the Consolidated Financial Results for the First Half of the Fiscal Year Ending March 31, 2013 (Japanese Accounting Standards) published by the Company on October 31, 2012. Furthermore, the actual figures on PGM are the figures shown in the securities report filed on March 28, 2012, and forecasts are the consolidated forecast figures for the fiscal year ending December 31, 2012 shown in the Summary of Financial Results for Third Quarter of Fiscal Term Ending December 31, 2012 [JGAAP] published by Offeror on November 8, 2012.

19,164

21,39820,663 20,392

11,038

17,372

7,558

11,595

15,668

17,69417,38417,107

0

5,000

10,000

15,000

20,000

25,000

2007 2008 2009 2010 2011 2012Apr-Sep

AG

PGM

- 17 -

EBITDA (by Fiscal Year)EBITDA (by Fiscal Year) EBITDA/ Total Assets (by Fiscal Year)EBITDA/ Total Assets (by Fiscal Year)(millions of yen)

* The figures for PGM have also been recalculated to align with the Company's fiscal year (Source) Securities reports filed by the Company and PGM12/3/2012

8.0%

4.6%

8.2%

8.4%8.8%

8.3%

6.3%6.6%6.5%

7.0%

4%

6%

8%

10%

FY2007 FY2008 FY2009 FY2010 FY2011

AG

PGM


When observed from the viewpoint of EBITDA-based profitability, the Company has consistently recorded a high earning rate, while that of the Offeror shows a declining trend, so it is clear that the Company has a superior earning rate

♦ The Company has a high-quality portfolio concentrated in the three largest metropolitan areas♦ There is a risk that the quality of the portfolio will deteriorate and have an adverse effect on

the Company's profitability as a result of the Consolidation


38.5%

40.6%

27.8%

39.7%

5.0%

9.8%

9.5%

9.0%

13.9%

18.8%

14.3%

14.4%

5.0%

8.3%

12.7%

8.8%

14.8%

4.5%

9.9%

7.9%

11.5%

11.3%

11.2%

10.8%

11.5%

6.8%

14.6%

9.4%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

PGM

AG

12/3/201212/3/2012 - 18 -

Tokyo metropolitan area Chubu region Kinki region

Tokai, Hokuriku, Joshinetsu

Chugoku, Shikoku

Kyushu, Okinawa

Hokkaido, Tohoku

High-quality portfolio with 69.2% of total concentrated in the three largest metropolitan areas

57.4% of total

51.6% of total

63.1% of total

※ The golfer population and number of golf courses were estimated by the Company based on data provided by the Ministry for Internal Affairs and Communication, the Japan Golf Course Business Association and the White Paper on Leisure.

※ The classification of regions is as followsTokyo metropolitan area: Ibaraki, Tochigi, Gunma, Saitama, Chiba, Tokyo, KanagawaChubu region: Aichi, Gifu, MieKinki region: Shiga, Kyoto, Nara, Osaka, Wakayama, Hyogo

※ The ratios for PGM were calculated based on materials disclosed by PGM. The number of golf courses of Accordia and PGM abased on the numbers made public at the present time.

Tokai, Hokuriku, Joshinetsu: Niigata, Toyama, Ishikawa, Fukui, Yamanashi, Nagano, ShizuokaChugoku, Shikoku: Okayama, Hiroshima, Yamaguchi, Tottori, Shimane, Tokushima, Kochi, Ehime, KagawaKyushu, Okinawa: Fukuoka, Saga, Nagasaki, Oita, Kumamoto, Miyazaki, Kagoshima, OkinawaHokkaido, Tohoku: Hokkaido, Aomori, Akita, Iwate, Yamagata, Miyagi, Fukushima

Population distribution of golfers

Distribution of golf courses

golf courses

golf courses

12/3/2012 - 19 -

Anticipated Increased Earnings for the Company through Implementation of the Company's New Mid-Term Management Plan

Multi-brand strategy(1)

Realization of optimal costs(2)

Expansion of the driving range business(3)

Strengthening of the retail business(4)

Four measures to reinforce earnings

By implementing 4 unique policies to improve earnings,we aim to achieve EBITDA of ¥26.9 billion in the year ending March 31, 2017

Mar 2013

22.5

Mar 2017

26.90.9

0.8(Units: billions of yen) Driving range business

Retail business

Improved headquarters efficiency, etc.

Factors leading to increases in EBITDA in the Mid-term Management Plan

2.0

+¥4.4 bn

0.7Golf course

business

- 20 -

Risk of Tender Offer Not Being in the Best Interest of All Shareholders Compared to the Implementation of the New Medium-Term Management Plan

Possibility of new medium-term management plan not being implemented due to management policy aligned with competitor's wishes or changes to directors(1)

PGM has stated that it will "universally review the business structure" of the Company and "consolidate management resources in business areas able to maximize corporate value," and this is incompatible with the new mid-term management plan.PGM has stated that it will seek the resignation of board members not in favor of Consolidation, but in the event a board-member structure that doesn't support the new mid-term management plan and is aligned with the wishes of PGM, which is the Company's competitor, is established, the Company's management ability

Possibility of limited consolidation effect for the Company from Consolidation(2)

PGM has made claims of Consolidation results including increased ability to attract customers through joint marketing, the acquisition of volume discounts through joint purchasing, and consolidation of headquarter functionality.To the contrary, the results Consolidation will bring to the Company remain substantially limited, and there are concerns that the profitability of the Company's portfolio may decline as a result of Consolidation.

12/3/2012 - 21 -

(Reference) Earnings Per Share (Actual/Targets)

Consolidated Payout Ratio(Actual/Targets)

Aim for consolidated payout ratio of 90%

Dividend Policy from year ending March 2014

World's highest levelof payout ratio

* The target net income per share under the Mid-term Management Plan is shown for the year ended March 31, 2012 and subsequent years.

Dividend forecast for the year ending March 31, 2013

¥5,500 per share

The Company has set a target consolidated payout ratio of 90%, making it a company with one of the world's highest payout ratios

Meanwhile, the payout ratio and dividends per share may decline under the control of PGM

Has only stated it will "return to shareholders more cash flow generated by the business than previously" and has not specified a specific payout ratio

PGM’s Dividend Policy if the Company is made a Consolidated Subsidiary

PGM's payout ratio is currently 26% (actual results from FY2011), which is markedly lower than the Company's payout ratio under the new

mid-term management plan.

Risk of the Company's payout ratio being lowered due to Consolidation

Problems under PGM Control

Risk of Tender Offer Not Being in the Best Interest of All Shareholders Compared to the Implementation of the New Medium-Term Management Plan

AG PGMFY2009 10.1% 17.1%FY2010 12.9% 9.7%FY2011 10.9% 26.0%FY2012 90% (target) 29.6% (E)FY2013 90% (target) FY2014 90% (target)

Unit: yen

12/3/201212/3/2012 - 22 -

II. Inadequacy of Tender Offer Price

Evaluation of the Tender Offer Price (1) (Business Plan Assumed by the Evaluation)

12/3/201212/3/2012 - 23 -

Although operating revenue declined due to the impact of the Great East Japan Earthquake in the previous year ended March 31, 2012, we anticipate growth of 4.6% year-on-year in line with the above target for the year ending March 31, 2013.We have created a plan based on actual conditions for the year ending March 31, 2014 and beyond (average growth rate of 1.4% per annum over four years), and have not overestimated growth.

Like operating revenue, operating income fell in the previous year ended March 31, 2012 due to the impact of the Great East Japan Earthquake, but we anticipate that this will return to a suitable level as forecast above from the year ending March 31, 2013 and beyond.By reinforcing earning capacity based on the new management plan announced by the Company, we expect to achieve the above targets.

Operating Income TargetsOperating Revenue Targets (100 million yen)(100 million yen)

The Tender Offer Price is clearly inadequate compared with the Company's corporate value.

Business PlanMarch 2013 March 2014 March 2015 March 2016 March 2017

Operating Revenue 908 941 953 968 983Groth Rate of Operating Revenue 4.6% 1.4% 1.2% 1.6% 1.5%Operating Cost 763 785 784 790 799Operating Profit 145 157 169 177 184Grouth of Operating Profit 15.1% 11.0% 7.6% 5.3% 3.7%EBITDA 225 240 251 262 269EBITDA Margin 24.8% 25.5% 26.4% 27.1% 27.4%Net Income 54 74 83 89 96EPS (yen) 5,263 7,238 8,084 8,693 9,325※ EPS is calculated based on the 1,026,077 outstanding shares as of September 30, 2012.

Targets (100 million yen)

12/3/2012

Evaluation of the Tender Offer Price (2) (Market Value of the Company)

12/3/2012 - 24 -

* The Company's share price and TOPIX on 11/1/2010 were used as a baseline to graph the subsequent changes in the Company's share price and TOPIX.

3/11/2011Great East Japan Earthquake

(millions of yen)

4/17/2012Press conference by Ichiro

Akimoto

4/26/2012Shareholder proposal by shareholder committee established by Olympia

11/15/2012Announcement of Tender Offer by PGM

1-month average: ¥55,161



A degree of correlation with TOPIX can be seen

Little correlation with TOPIX* The average share price shown to the left

is the simple average of the market price (closing price) of the Company's shares using the market value method adopted by PGM.

♦ Despite no significant fluctuations in the Company's revenue forecasts, the share price does not appropriately reflect the Company's corporate value due to the effect of special circumstances occurring from April 2012.

♦ The Company's share price is undervalued.

60

70

80

90

100

110

120

130

10/

11/

1

10/

12/

15

11/

2/1

11/

3/1

6

11/

4/2

8

11/

6/1

5

11/

7/2

8

11/

9/8

11/

10/

25

11/

12/

8

12/

1/2

5

12/

3/7

12/

4/1

9

12/

6/5

12/

7/1

8

12/

8/2

9

12/

10/

12

12/

11/

26 0

5,000

10,000

15,000

20,000

25,000

AG Share Price TOPIX EBITDA estimates for AG (by Toyo Keizai）

12/3/201212/3/2012 - 25 -

III. Inappropriate Purpose

- Intentional Creation of Conflicting Interests

12/3/2012

Intentional Creation of Conflicting Interests

12/3/2012 - 26 -

Opposed

Opposed

Opposed

Nomination of directorsNomination of directors

AG Directors AG Directors

Removal

PGM Management

Pressure

Increased influence of PG

M m

anagement

due to the creation of the Tender Offer

(Creation of conflicting interests)

- If PGM obtains control of a considerable number of the Company's voting rights, it will effectively be able to control management of the Company through election and removal of the Company's directors.

- Serious risk of infringement of the interests of the Company's minority shareholders

♦ The purpose of the Tender Offer is for PGM to acquire enough shares to exert influence over the Company's directors, and proceed with negotiations on Consolidation after creating conflicting interests.

♦ The creation of conflicting interests will prevent the Company's Board of Directors and PGM from conducting negotiations at arm's length, and there is a serious risk of infringement of shareholders' interests regarding the decision on the merits of Consolidation and the ratio and compensation of Consolidation.

There is a possibility that the determination of the integration ratio will be unfavorable to the Company’s shareholders

12/3/201212/3/2012 - 27 -

IV. Inappropriate Method

– Extremely Unfair Coercive Takeover

(5) Plan to acquire additional shares of the Target Company subsequent to the Tender Offer (mattersregarding the so-called two-step acquisition) In the case where the Company has been able to purchase the number of the common shares of the Target Company that corresponds to the upper limit (524,105 shares, corresponding to a ShareHolding Ratio of 50.10%) for the Number of Shares to be Purchased, the Company currently has noplan to acquire additional shares of the Target Company. In all other cases, the Company has currently not decided whether or not to acquire additional shares of the Target Company subsequent to the Tender Offer, but will consider the possibility of acquiring additional shares after the completion of the Tender Offer As stated above, although the Company will propose the implementation of the Business Integrationto the Target Company after acquiring common shares of the Target Company through the TenderOffer, the specific method of the Business Integration and the type and amount or ratio of the consideration for the Business Integration have not yet been determined. As for the appraisal of theordinary shares of the Target Company in connection with the determination of the amount or ratio of the consideration for the Business Integration, the Company will suggest that the Tender Offer Price be used as a benchmark. However, as stated above, because the timing of the implementationof the Business Integration has not yet been determined and the Company has not conducted due diligence on the Target Company at present, such amount or ratio will be ultimately determined by acomprehensive consideration of various factors such as changes in the environment surrounding thefuture business of the Company and the Target Company, impact of changes in the stock market andthe performance of the both companies, and the result of any due diligence.

12/3/2012

The Tender Offer is an Extremely Unfair Coercive Takeover (1)

12/3/2012 - 28 -

Content of PGM's Tender Offer Statement

- Does not clearly reveal the terms and conditions of Consolidation, and implies 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 the due diligence (DD) and other reasons.

♦ In order to allow shareholders to determine at their own discretion whether they should tender their shares to the Tender Offer or not, it is required that even if the Company’s shareholders do not tender their shares, it is clearly ensured that they will not be treated unfavorably after the Tender Offer.

♦ However, the Tender Offer is an extremely unfair coercive takeover, such as by not clearly revealing the terms and conditions of the Consolidation planned 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 the due diligence (DD) and other reasons.

Other shareholders

(43.8%)

12/3/2012

The Tender Offer is an Extremely Unfair Coercive Takeover (2)

12/3/2012 - 29 -

In the event PGM acquires a considerable number of the Company's voting rights, it will be possible for PGM management to make special resolutions in the general shareholders’ meeting alone, and there is a higher risk of the Consolidation being approved by the general shareholders' meeting under terms that are unfavorable to the Company’s minority shareholders.

Other shareholders (94.8%)

51.3%51.3% 51.3%51.3%

Before Tender Offer After Tender Offer (If Offeror acquires shares equivalent to the maximum for the Tender Offer)

Ratio of AG voting rightsRatio of AG voting rights Ratio of AG voting rightsRatio of AG voting rights

As it is necessary to obtain the consent of many shareholders to secure the voting rights required for Consolidation with the Company (special resolution requiring 2/3 of the voting rights exercised by shareholders) with PGM management's current ratio of voting rights, there is little likelihood of the Consolidation being approved by the general shareholders' meeting under terms that are unfavorable to the Company’s shareholders.

Consolidation under terms that are unfavorable for minority shareholders

Ratio of voting rights able to

approve Consolidation

Ratio of voting rights able to

approve Consolidation

PGM Mgmt(5.1%)

PGM Management (MAX: 56.1%)

* Assuming 77% of voting rights are exercised* The ratio of voting rights is based on the number of share certificates held as stated in PGM's Tender Offer Statement (including those held by special interested parties)

* Assuming purchase to the upper limit of the number of shares to be purchased under the Tender Offer (524,105 shares: 50.1% on a fully-diluted basis including dilutive shares, 51.0% on an issued shares basis not including dilutive shares)

* Assuming 77% of voting rights are exercised* The ratio of voting rights is based on the number of share certificates held as stated in

PGM's Tender Offer Statement (including those held by special interested parties)

♦ There is a high probability that the views of the Company's minority shareholders will not be reflected even if a general shareholders' meeting is held on Consolidation after the Tender Offer

1 2

12/3/2012

The Company's Share Price Does Not Appropriately Reflect the Company's Corporate Value

12/3/2012 - 30 -

Comparison of the Two Companies' EBITDA Forecasts Comparison of the Two Companies' Market Capitalization

(millions of yen) (millions of yen)

The Company's EBITDA forecast has consistently been higher than PGM's.

The positioning of the two companies market capitalization has switched due to the special circumstances that began in April 2012.

♦ The two companies are generally on equal standing in terms of asset scale and interest-bearing debt, yet despite the Company's EBITDA forecasts consistently exceeding the EBITDA forecasts of PGM, the Company's market capitalization has been overtaken by PGM's market capitalization since April 2012.

♦ Above all, as the Company's share price has been significantly affected by special circumstances since April 2012, it cannot be said to appropriately reflect the Company's corporate value, and it is not appropriate to calculate the integration ratio based on the Company's market price.

12,000

14,000

16,000

18,000

20,000

22,000

24,000

26,000

10/11

/1

10/12

/1

11/1/

1

11/2/

1

11/3/

1

11/4/

1

11/5/

1

11/6/

1

11/7/

1

11/8/

1

11/9/

1

11/10

/1

11/11

/1

11/12

/1

12/1/

1

12/2/

1

12/3/

1

12/4/

1

12/5/

1

12/6/

1

12/7/

1

12/8/

1

12/9/

1

12/10

/1

12/11

/1

AG EBITDA Estimates (by Toyo Keizai) PGM EBITDA Estimates (by Toyo Keizai)

40,000

45,000

50,000

55,000

60,000

65,000

70,000

75,000

80,000

85,000

90,000

10/11

/1

10/12

/1

11/1/

1

11/2/

1

11/3/

1

11/4/

1

11/5/

1

11/6/

1

11/7/

1

11/8/

1

11/9/

1

11/10

/1

11/11

/1

11/12

/1

12/1/

1

12/2/

1

12/3/

1

12/4/

1

12/5/

1

12/6/

1

12/7/

1

12/8/

1

12/9/

1

12/10

/1

12/11

/1

AG market cap PGM market cap

PGM's Share Price Does Not Appropriately Reflect PGM's Corporate Value

12/3/201212/3/2012

- 31 -

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

10/1

1/1

10/1

2/1

11/1/

1

11/2/

1

11/3/

1

11/4/

1

11/5/

1

11/6/

1

11/7/

1

11/8/

1

11/9/

1

11/1

0/1

11/1

1/1

11/1

2/1

12/1/

1

12/2/

1

12/3/

1

12/4/

1

12/5/

1

12/6/

1

12/7/

1

12/8/

1

12/9/

1

12/1

0/1

12/1

1/1

当社出来高 PGM社出来高

PGM's shareholder structure as of June 30, 2011

Comparison of Trading Volume of the Two Companies' Shares

PGM's shareholder structure as of December 31, 2011

Tender Offer for PGM by Heiwa

(Source: SPEEDA)

(Source: SPEEDA)

♦ In the past, PGM shares have been traded less than the Company's, and PGM shares have little liquidity due to 80% being held by Heiwa Corporation.

♦ Therefore, the market price of PGM shares does not necessarily reflect the corporate value of PGM properly, and it is not appropriate to calculate the integration ratio based on PGM's market price.

※ The definition of floating stock is the shareholding ratio held by shareholders other than top 10 shareholders

Shareholder NameShareholding

ratio （％）

LSF Transcontinental Holdings SCA 64.20

The Master Trust Bank of Japan, Ltd. (Account in Trust) 1.66

Japan Trustee Services Bank, Ltd. (Account in Trust) 1.30

Japan Trustee Services Bank, Ltd. (#9) 0.97

Pacific Golf Employees Stock Ownership 0.36


Bank of New York Treaty JASDEC 0.26



Nothern Trust Company AVFC Re Northern Trust Gurnsey non Treat 0.25

TOTAL 69.81

Other shareholders （floting stocks) 30.19

Shareholder NameShareholding

ratio （％）

Heiwa Corporation 80.48

Japan Trustee Services Bank, Ltd. (Account in Trust) 0.36

BBH GMO Flexible Equities Fund 0.35


The Master Trust Bank of Japan, Ltd. (Account in Trust) 0.35

Pacific Golf Employees Stock Ownership 0.31


JP Morgan Chase Bank ３８５１５１ 0.14


Sumitomo Life Insurance Company 0.12

TOTAL 82.90

Other shareholders （floting stocks) 17.10

AG trading vol PGM trading vol

Inquiries

For inquiries, contact:

- 32 -

Accordia Golf Co., Ltd.Service Desk

TEL: 03-6688-1500(Monday-Friday, 9:00-19:00)

Documents

Accordia Golf's Opinion on the Tender Offer by PGM Holdings · determined by the Company based on certain assumptions (hypotheses) and future estimates based on information available