Net income attributable to owners of the parent Year ended Feb. 28, , (%) 1, (%) 2, (%) 1,

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1 Consolidated Financial Results for the Year Ended February 28, 2017 (J-GAAP) YOSHINOYA HOLDINGS CO., LTD. Tokyo, Japan April 11, 2017 Securities code: 9861 Shares listed: Tokyo Stock Exchange URL: Representative: Yasutaka Kawamura, President For further information, please contact: Toshiyuki Matsuo, Managing Director and General Manager, Group Planning Office TEL: Scheduled date of the Ordinary General Meeting of Shareholders: May 25, 2017 Scheduled date of the start of dividend payments: May 26, 2017 Scheduled date of the filing of the annual securities report: May 26, 2017 Preparation of year earnings presentation material (yes/no): Holding of year earnings announcement (yes/no): No Yes (for institutional investors and analysts) (Amounts less than 1 million are truncated.) 1. Consolidated Performance for the Year Ended February 28, 2017 (From March 1, 2016 to February 28, 2017) (1) Consolidated operating performance (Figures shown as percentages are rates of change from the previous fiscal year) Net sales Operating income Ordinary income Net income attributable to owners of the parent Year ended Feb. 28, , (%) 1, (%) 2, (%) 1, (%) Year ended Feb. 29, , (%) 1, (%) 2, (%) (%) (Note) Comprehensive income Year ended Feb. 28, 2017 Year ended Feb. 29, 2016 Basic earnings per share 526 million ( %) 40 million ( %) Diluted earnings per share Rate of return on equity Ratio of ordinary income to total assets Ratio of operating income to net sales Year ended Feb. 28, (yen) 2.2 (%) 2.4 (%) 1.0 (%) Year ended Feb. 29, (yen) 1.4 (%) 2.1 (%) 0.9 (%) (Reference) Equity earnings (losses) of affiliates Year ended Feb. 28, 2017 Year ended Feb. 29, 2016 (2) Consolidated financial position 204 million 110 million Total assets Net assets Equity ratio Net assets per share As of Feb. 28, ,947 57, (%) (yen) As of Feb. 29, ,292 57, (%) (yen) (Reference) Equity As of Feb. 28, 2017 As of Feb. 29, 2016 (3) Consolidated cash flows 56,744 million 57,493 million Cash flows from Cash flows from Cash flows from Cash and cash equivalents operating activities investing activities financing activities at end of year Year ended Feb. 28, ,104 (6,526) 1,085 22,941 Year ended Feb. 29, (12,365) 3,843 18,

2 2. Dividend Status (Record Date) 1st Quarter Annual dividend per share (yen) 2nd Quarter 3rd Quarter Year-end Total Total cash dividends (Total) Millions of yen Payout ratio (Consolidated) Ratio of dividends to net assets (Consolidated) % % Year ended Feb. 29, , Year ended Feb. 28, , Year ending Feb. 28, 2018 (Forecast) Earnings Forecast for the Year Ending February 28, 2018 (From March 1, 2017, to February 28, 2018) (Figures shown as percentages are rates of change from the previous corresponding period.) Net income Basic earnings Net sales Operating income Ordinary income attributable to owners per share of the parent Six months ending 100, (%) 2, (%) 2, (%) 1, (%) (yen) Aug. 31, 2017 Full year 202, (%) 4, (%) 5, (%) 2, (%) (yen) * Notes (1) Changes in significant subsidiaries during the year: None (2) Changes in accounting policies, changes in accounting estimates, restatements 1) Changes in accounting policies resulting from revision of accounting standards, etc.: Yes 2) Changes in accounting policies due to reasons other than those stated in 1): None 3) Changes in accounting estimates: None 4) Restatements: None (3) Number of issued shares (common stock) 1) Number of issued shares at end of year (including treasury stock) As of Feb. 28, 2017: As of Feb. 29, 2016: 2) Number of treasury stock at end of year As of Feb. 28, 2017: As of Feb. 29, 2016: 3) Average number of shares during period Year ended Feb. 28, 2017: Year ended Feb. 29, 2016: 65,129,558 shares 65,129,558 shares 608,107 shares 605,829 shares 64,522,741 shares 63,929,235 shares - 2 -

3 (Reference) Overview of Non-consolidated Performance Non-consolidated Performance in FY2016 (From March 1, 2016, to February 28, 2017) (1) Non-consolidated operating performance (Figures shown as percentages are rates of change from the previous fiscal year) Net sales Operating profit Ordinary income Net income Year ended Feb. 28, , (%) ,500 Year ended Feb. 29, , (%) 1,091 1, Basic earnings per share Diluted earnings per share Year ended Feb. 28, (yen) Year ended Feb. 29, (yen) (2) Non-consolidated financial position Total assets Net assets Equity ratio Net assets per share As of Feb. 28, ,714 33, (%) (yen) As of Feb. 29, ,059 50, (%) (yen) (Reference) Equity As of Feb. 28, ,042 million As of Feb. 29, ,835 million * Presentation of implementation status for audit procedures The audit procedures based on the Financial Instruments and Exchange Act do not apply to this Consolidated Financial Results, and the audit procedures based on the Financial Instruments and Exchange Act have not been completed as of the release of this document. * Summaries for relevant use of forecasts and other specific affairs The forward-looking statements described in this document including earnings forecast, etc., are based on information currently available to the Company and certain assumptions that the Company deemed to be reasonable as of the date of the release of this document. Actual financial results may differ materially from the forecast due to various uncertain factors. For the basis of presumption of the earnings forecast and the notes on its use, please refer to Outlook for the fiscal year ending February 28, 2018 on page 6 in the attached document

4 Contents of Attached Document 1. Analysis of Operating Results and Financial Position 5 (1) Analysis of Operating Results 5 (2) Analysis of Financial Position 7 (3) Basic Policy for Distribution of Profit and Dividends for FY2016 and FY Status of the Corporate Group 9 3. Management Policy 10 (1) Basic Policy for Corporate Management 10 (2) Target Management Indicators 10 (3) Medium- and Long-term Corporate Management Strategies 10 (4) Issues to be Addressed Basic Views on Selection of Accounting Standards Consolidated Financial Statements 12 (1) Consolidated Balance Sheets 12 (2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income 15 (3) Consolidated Statements of Changes in Net Assets 17 (4) Consolidated Statements of Cash Flows 19 (5) Notes to Consolidated Financial Statements 21 (Going Concern Assumption) 21 (Important Matters That Form the Basis for Preparing Consolidated Financial Statements) 21 (Changes in Accounting Policies) 24 (Additional Information) 24 (Notes to Consolidated Balance Sheets) 25 (Notes to Consolidated Statements of Income) 26 (Notes to Consolidated Statements of Comprehensive Income) 28 (Notes to Consolidated Statements of Changes in Net Assets) 28 (Notes to Consolidated Statements of Cash Flows) 30 (Segment Information) 31 (Per Share Information) 36 (Significant Subsequent Events)

5 1. Analysis of Operating Results and Financial Position (1) Analysis of Operating Results 1) Overview of operating results for the year ended February 28, 2017 In the fiscal year ended February 28, 2017, the Group launched a new three-year medium-term management plan to realize NEW BEGINNINGS 2025, a long-term vision which looks ten years ahead. The first stage for three years, including the fiscal year under review, is positioned as three years to produce seeds for growth in the second stage and beyond, and the Group will take on the challenge of creating unprecedented new value in the restaurant industry in order to realize re-definition of the restaurant industry based on the keywords of people, health and technology. In the fiscal year under review, the Group has developed new products, improved store operations and introduced new marketing methods in each segment in order to first improve profitability of existing businesses. In Japan, the Group has been promoting the growth and expansion of its scale through store openings, mainly of Hanamaru. As a result, with respect to consolidated earnings for the fiscal year ended February 28, 2017 (March 1, 2016 to February 28, 2017), consolidated net sales amounted to 188,623 million (an increase of 1.6% compared with the previous fiscal year), consolidated operating income was 1,865 million (an increase of 15.6% compared with the previous fiscal year), consolidated ordinary income was 2,750 million (an increase of 17.3% compared with the previous fiscal year), and consolidated net income attributable to owners of the parent was 1,248 million (an increase of 49.1% compared with the previous fiscal year). Overview of segments is as follows. (Yoshinoya) Net sales amounted to 97,281 million, an increase of 1.8% compared with the previous fiscal year. The increase in sales was mainly attributable to the reintroduction of the Pork Bowl in April, the expansion of stores introducing Yoshinomi (drinking at Yoshinoya) in May, and the implementation of Super Friday, the Group s first major collaborative campaign, in October, which brought in many customers who had not had the opportunity to visit our stores in the past. In addition, in November, the company sold the regular winter menu, Beef Sukiyaki Pot Dinner, which contains enough vegetables to satisfy half of a person s daily vegetable requirements; five types of Local Pots, which are regional menus sold in specific areas and take advantage of the characteristics of each region; and, in January, the New Pork Miso Soup, containing six kinds of vegetables and shield lactic acid. Sales of these menus have been strong and gained popularity. The company will continue to focus on quality and make efforts to develop products that will attract customers. In terms of sales promotion measures, the company has launched a series of television commercials entitled Story of the First Yoshinoya - Tsukiji Store, with the theme of the Tsukiji Store in 1959, the first Yoshinoya store. As part of initiatives to realize the long-term vision, NEW BEGINNINGS 2025, the company commenced studies of new service styles, and promoted the remodeling of the stores and introduction of the Digital Bottle-keeping Service using smartphones. The company will continue to meet the needs of customers through these initiatives along with the analysis of customer trends utilizing the T-point service, which was introduced at all stores at the end of the previous fiscal year. In addition, in an effort to improve the working environment for employees, the company has commenced various initiatives including the introduction of an education and evaluation system using videos, and the introduction of robot technology to reduce the workload. As a result of the increase in sales and the decrease in cost of sales, segment income for the fiscal year under review amounted to 3,835 million, an increase of 25.6% compared to the previous fiscal year. For the fiscal year under review, the company opened 36 new stores and closed 17 stores. As a result, Yoshinoya s domestic stores totaled 1,207. (Hanamaru) Net sales amounted to 23,880 million, an increase of 11.0% compared with the previous fiscal year. The increase in sales was mainly attributable to the increase in the number of stores in conjunction with proactive store openings. The company will continue to open stores in new locations, such as in front of stations and within station buildings as well as inside shopping centers. As seasonal menus, Seafood Matsumae Bukkake, which combine grated yams and Matsumae-zuke pickles with seafood, was launched in June and Hanamaru Cold Dashi Udon was launched in August, containing okra and julienned ginger in a cold dashi soup to provide a feeling of coolness. In October, the company sold Hot and Sour Soup Udon, Hot and Sour Soup Udon with Tomato and Chicken and Mentai Shoga Tamago-ankake Udon, which gained popularity last year. In addition, in January, as part of the Sichuan-style Dan Dan Udon Fair, featuring noodles with the health- and beauty-supporting astaxanthin, the company launched Thick Soymilk Dan Dan Udon using thick soymilk cream and Soup-less, - 5 -

6 Tongue-numbing Dan Dan Udon, using authentic Sichuan pepper. Thanks to the implementation of the Tempura Pass campaign, a major sales promotion conducted by all stores, in which one tempura dish was offered free every day to customers who ordered udon during the promotion period, the number of customers has been on a recovering trend since October. However, due to factors including the failure of existing store sales to reach the levels of the previous fiscal year and the increase in selling, general and administrative expenses in conjunction with the increase in store openings, segment income for the fiscal year under review amounted to 937 million, a decrease of 19.0% compared with the previous fiscal year. For the fiscal year under review, the company opened 52 new stores and closed 10 stores. As a result, the number of stores totaled 432. (Arcmeal) Net sales amounted to 22,979 million, a decrease of 5.7% compared with the previous fiscal year. During the first half of the fiscal year, Steak Don commenced sales of a new menu, Yokozuna Hamburg Steak III, making its volume an appealing point, and implemented campaigns such as free seconds for 200g hamburg steak and the all-you-can-eat steak, which were well-received by the customers. At Don Tei, Beef-tongue Shabu Shabu and Eel Bowl were sold as limited-time seasonal specialties and a limited number of approximately 2-pound Premium Bone Steak were sold at Volks, while both Don Tei and Volks conducted the all-you-can-drink for 100 for 10 minutes campaign from August. In the second half of the fiscal year, Volks launched its first All-you-can-eat steak event from October and also at Steak Don, the All-you-can-eat steak event, which had been previously held once every half-year period, was changed to a monthly event held by each store. In addition, Don Tei held a tuna-filleting event at certain stores and sold a limited-time seasonal specialty, Shabu Shabu with Grated Daikon Dashi Soup. However, sales decreased due to the effects of declining average spending per customer in all restaurant categories and the decrease in the number of customers at Don Tei reflecting the intensified competition of shabu shabu restaurants. Consequently, segment income for the fiscal year under review amounted to 135 million, a decrease of 47.3% compared with the previous fiscal year. For the fiscal year under review, the company closed 2 stores. As a result, the number of stores totaled 184. (Kyotaru) Net sales amounted to 25,682 million, an increase of 2.8% compared with the previous fiscal year. The increase in sales was mainly attributable to the effective implementation of popular events such as the Sales for middle-sized rolled sushi, the Tuna head meat fair and the 99 sale (red plate). Also, in the rotary sushi restaurants, the company worked to differentiate its products through initiatives to launch products that combine vegetables and fresh fish and sales of products using seasonal produce from specific production locations. Meanwhile, the rice-cooking system, which was being plagued by issues including high production costs due to aging equipment and limited amount of production, was completely renewed in an effort to solve these problems. However, segment income for the fiscal year under review amounted to 72 million, a decrease of 74.9% compared with the previous fiscal year, due to the increase in store-opening expenses as a result of the opening of 19 Kaisen Misakiko stores under the accelerated store opening plan starting from the fiscal year under review, and the increase in costs reflecting the rising prices of seafood and rice. For the fiscal year under review, the company opened 25 new stores and closed 11 stores. As a result, the number of stores totaled 329. (Overseas) Net sales amounted to 16,606 million, a decrease of 5.2% compared with the previous fiscal year. While sales in the existing stores were strong in the U.S. and China, sales decreased as a result of the strong yen during the fiscal year under review. However, segment income for the fiscal year under review amounted to 913 million, an increase of 63.9% compared with the previous fiscal year, due to factors including the falling prices of ingredients in the U.S. For the fiscal year under review, the company opened 94 new stores and closed 36 stores. As a result, the number of overseas stores totaled ) Outlook for the fiscal year ending February 28, 2018 In the fiscal year ended February 28, 2017, the Group launched a new three-year medium-term management plan to realize NEW BEGINNINGS 2025, a long-term vision which looks ten years ahead. The first stage for three years, including the fiscal year under review, is positioned as three years to produce seeds for growth in the second stage and beyond, and the Group will take on the challenge of creating unprecedented new value in the - 6 -

7 restaurant industry in order to realize re-definition of the restaurant industry based on the keywords of people, health and technology. In the next fiscal year, the Group will continue to implement store development and verify store operation experiments for improved profitability of existing businesses, which have been undertaken since the fiscal year under review. At the same time, the Group will develop new products, improve store operations and introduce new marketing methods in each segment. In Japan, the Group will promote the growth and expansion of its scale through store openings, mainly of Hanamaru and Kyotaru. Through the management policies mentioned above, we forecast that net sales for the next fiscal year will be billion, consolidated operating income will be 4.5 billion, consolidated ordinary income will be 5.2 billion, and consolidated net income attributable to owners of the parent will be 2.1 billion. The earnings outlook figures above are based on certain conditions judged reasonable according to the information available to the Group up to the day the above data was released. Please be aware that actual financial results may differ from the forecast values due to various uncertain factors. (2) Analysis of Financial Position Total assets at the end of the fiscal year under review increased by 3,655 million compared with the end of the previous fiscal year to 114,947 million. Liabilities at the end of the fiscal year under review increased by 4,179 million compared with the end of the previous fiscal year to 57,737 million. Net assets at the end of the fiscal year under review decreased by 524 million compared with the end of the previous fiscal year to 57,209 million, and equity ratio decreased by 2.3 percentage points compared with the end of the previous fiscal year to 49.4%. Cash and cash equivalents at the end of the fiscal year under review amounted to 22,941 million ( 18,498 million in the previous fiscal year) after taking into account the effect of exchange rate change. 1) Cash flows from operating activities Net cash provided by operating activities in the fiscal year under review was 10,104 million (compared with 433 million provided in the previous fiscal year), primarily reflecting such factors as 5,916 million in depreciation and amortization and 3,041 million in decrease in inventories. 2) Cash flows from investing activities Net cash used in investing activities in the fiscal year under review was 6,526 million (compared with 12,365 million used in the previous fiscal year), primarily reflecting such factors as 7,699 million in purchase of property, plant and equipment, 2,873 million in payments into time deposits and 3,048 million in proceeds from sales of property, plant and equipment. 3) Cash flows from financing activities Net cash provided by financing activities in the fiscal year under review totaled 1,085 million (compared with 3,843 million provided in the previous fiscal year), primarily reflecting such factors as 11,720 million in proceeds from long-term loans payable, 8,468 million in repayment of long-term loans payable and 1,295 million in cash dividends paid. FY2012 FY2013 FY2014 FY2015 FY2016 Equity ratio (%) Market-value based equity ratio (%) Cash flows/interest-bearing debt ratio (years) Interest coverage ratio (times) (3) Basic Policy for Distribution of Profit and Dividends for FY2016 and FY2017 The Company s basic policy for dividends from surplus ensures stable and consistent profit returns to its shareholders. The Company intends to determine the amount of dividends from a comprehensive standpoint, with due regard for the business environment, cash demand conditions, trends in the consolidated performance, an increase in internal reserves for the future growth of the Yoshinoya Group and other factors while maintaining this policy. A provision has been made in the Company s Articles of Incorporation to the effect that interim dividends with the record date of August 31 may be paid out each year by resolution of the Board of Directors

8 The Company intends to distribute a year-end dividend of 10 per share for FY2016, thereby achieving the dividend for the full year of 20, together with the interim dividend of 10. With regard to utilization of internal reserves, we will prioritize investments to increase shareholder profit into the future, such as business investments with a view to Group growth

9 2. Status of the Corporate Group The Group (the Company and affiliate companies thereof) comprises the Company, 34 consolidated subsidiaries and 5 equity method affiliates and conducts its domestic business operations through core segments of Yoshinoya, Hanamaru, Arcmeal and Kyotaru. Business operations conducted overseas are recorded altogether in the Overseas segment. This is because multiple business activities are carried out for each region and business base. The segments of the Group, the status of the Group related to its businesses, and details of business operations are as follows. Segment Major business operations Major companies Yoshinoya Hanamaru Arcmeal Kyotaru Overseas Other Domestic Yoshinoya Hanamaru Arcmeal Kyotaru Other YOSHINOYA ASSET MANAGEMENT CO., LTD Hanamaru, Inc. Arcmeal Co., Ltd. KYOTARU CO., LTD. 7 consolidated subsidiaries 2 non-consolidated subsidiaries YOSHINOYA CO., LTD. 5 other consolidated subsidiaries 1 entity accounted for using equity method Management of gyudon and other fast food restaurants, management guidance for franchise stores, etc. in Japan Management of self-service sanuki udon and other fast food restaurants, management guidance for franchise stores, etc. in Japan Steak and shabu shabu restaurant management, etc. Management of takeout sushi restaurants and rotary sushi restaurants, etc. Management of gyudon and other fast food restaurants, management of self-service sanuki udon and other fast food restaurants, and management guidance for franchise stores, etc. overseas Management of fast food snacks restaurants, management guidance for franchise stores, development of new restaurant businesses, etc. Real estate management, etc. 1 other consolidated subsidiary 2 other consolidated subsidiaries YOSHINOYA CO., LTD. Hanamaru, Inc. Arcmeal Co., Ltd. KYOTARU CO., LTD. 2 other consolidated subsidiaries 1 company which is an affiliate not accounted for by the equity method Royalties Product support, etc. Product support, etc. Product support, etc. Product support, etc. YOSHINOYA AMERICA, INC. (U.S.) YOSHINOYA (CHINA) CO., LTD. (China) ASIA YOSHINOYA INTERNATIONAL SDN. BHD. (Malaysia) Green s Planet Co., Ltd. 2 entities accounted for using equity method 1 company which is an affiliate not accounted for by the equity method Real estate leasing, etc. Product support, etc. YOSHINOYA HOLDINGS CO., LTD. Royalties Royalties Royalties Royalties YOSHINOYA F&B MANAGEMENT (SHANGHAI) CO., LTD. 5 other consolidated subsidiaries 1 entity accounted for using equity method YOSHINOYA HANAMARU MALAYSIA SDN. BHD. 1 other consolidated subsidiary 1 entity accounted for using equity method YOSHINOYA AMERICA INC. YOSHINOYA (CHINA) CO., LTD. ASIA YOSHINOYA INTERNATIONAL SDN. BHD. TAIWAN YOSHINOYA CO., LTD. Overseas - 9 -

10 3. Management Policy (1) Basic Policy for Corporate Management The Group engages in corporate activities for people around the world beyond national and regional borders, and places For the People as its management philosophy. We are endeavoring to develop management with the focus on improving the satisfaction of stakeholders, including shareholders, customers and employees, and winning their trust by sharing and implementing our six core values that are our business activity guidelines for the materialization of the philosophy: 1) delicious, inexpensive and fast, 2) more customers, 3) originality, 4) soundness, 5) people first, and 6) challenge and reform. (2) Target Management Indicators, (3) Medium- and Long-term Corporate Management Strategies and (4) Issues to be Addressed In the fiscal year ended February 28, 2017, the Group launched a new three-year medium-term management plan to realize NEW BEGINNINGS 2025, a long-term vision which looks ten years ahead. The first stage for three years, including the fiscal year under review, is positioned as three years to produce seeds for growth in the second stage and beyond, and the Group will take on the challenge of creating unprecedented new value in the restaurant industry in order to realize re-definition of the restaurant industry based on the keywords of people, health and technology. 1) Creating a groundbreaking New business model The Group considers it a medium- and long-term challenge to build a New business model which can be operated for a long term to replace the current business model. We have already embarked on efforts that represent a departure from the past, such as ingredient development and improvements in how products are offered, in the course of forging a model that can create markets and provide value outside the reach of the existing restaurant industry. In the future, we will further bolster those efforts, while striding ahead with even more far-reaching reforms. 2) Creating an organization as well as efforts to realize re-definition of the restaurant industry In order to realize re-definition of the restaurant industry, we will conduct a review of our Group management structure to enable a speedier decision-making. We also established the Group Administrative Department as part of our structural reforms aimed at improving profitability. We will continue to engage in vitalization of group-wide personnel exchanges and standardization of purchasing through the Group Merchandising Department. Through the establishment of local business management structures in each overseas region as well as enabling local decision-making, we intend to further accelerate our global business development in the future. We will also continue to promote diversity in the composition of human resources in order to realize re-definition of the restaurant industry. 3) Towards the implementation of people, health and technology In order to realize our vision of what the Group should be, we will search for new directions in the restaurant industry guided by the keywords of people, health and technology, and will test and verify many of these over the three years of the new medium-term management plan. As for efforts involving people, we will pursue the value that is created when people are put to full use, and will provide the value to our customers. With regard to health, from this fiscal year under review, we have introduced a system for appointing a Chief Wellness Officer (CWO) in line with the wellness management, which makes employees physical and mental wellbeing a pillar of our management. From now on, we will strive to improve and instill health literacy. In addition, with regard to menu development and ingredients development, we will deepen our efforts by shifting the focus of our quest from healthy to health itself. Lastly, in terms of efforts related to technology, by improving the work environment through introduction of facilities and equipment to simplify and streamline complicated store operations, and, by improving the work environment, we will enhance our ability to secure labor and provide better service to customers

11 4. Basic Views on Selection of Accounting Standards In light of the comparability of consolidated financial statements over different fiscal years and among different companies, for the foreseeable future, it is the Group s policy to continue to prepare its consolidated financial statements under generally accepted accounting principles in Japan (Japanese GAAP). However, the Group will pay close attention to changes in foreign ownership ratios for the Group and the adoption of International Financial Reporting Standards (IFRS) by domestic industry competitors, with an eye to discussing the possible adoption of IFRS by the Group in the future

12 5. Consolidated Financial Statements (1) Consolidated Balance Sheets ASSETS Current assets FY2015 (As of February 29, 2016) FY2016 (As of February 28, 2017) Cash and deposits 21,287 25,474 Notes and accounts receivable trade 3,362 3,727 Merchandise and finished goods 4,387 3,148 Work in process Raw materials and supplies 4,430 2,598 Deferred tax assets Other 2,570 2,866 Allowance for doubtful accounts (2) (1) Total current assets 36,984 38,600 Noncurrent assets Property, plant and equipment Buildings and structures *3 68,063 *3 70,915 Accumulated depreciation (40,055) (42,553) Buildings and structures, net 28,008 28,362 Machinery, equipment and vehicles 4,516 4,822 Accumulated depreciation (3,772) (3,677) Machinery, equipment and vehicles, net 743 1,144 Tools, furniture and fixtures 11,429 11,930 Accumulated depreciation (9,334) (9,482) Tools, furniture and fixtures, net 2,095 2,447 Land *3 8,859 *3 8,173 Lease assets 8,586 9,817 Accumulated depreciation (4,312) (4,967) Lease assets, net 4,273 4,849 Construction in progress Total property, plant and equipment 44,521 45,178 Intangible assets Goodwill 1,055 1,537 Other 2,012 2,338 Total intangible assets 3,067 3,875 Investments and other assets Investment securities *1, *3 4,278 *1, *3 4,335 Long-term loans receivable

13 FY2015 (As of February 29, 2016) FY2016 (As of February 28, 2017) Long-term prepaid expenses 2,799 2,603 Guarantee deposits *3 15,189 15,599 Real estate for investment *3 2,926 *3 3,013 Accumulated depreciation (926) (955) Real estate for investment, net 1,999 2,057 Deferred tax assets 1,622 1,797 Other *1 484 *1 643 Allowance for doubtful accounts (167) (222) Total investments and other assets 26,717 27,292 Total noncurrent assets 74,307 76,346 Total assets 111, ,

14 FY2015 (As of February 29, 2016) FY2016 (As of February 28, 2017) LIABILITIES Current liabilities Notes and accounts payable trade 5,741 5,053 Short-term loans payable 5,224 *3 5,321 Current portion of bonds 750 Current portion of long-term loans payable *3 7,665 *3 7,397 Lease obligations 863 1,025 Income taxes payable Provision for bonuses 1,334 1,362 Provision for directors bonuses Allowance for special benefit for shareholders Asset retirement obligations Other 9,785 10,708 Total current liabilities 31,563 32,530 Noncurrent liabilities Bonds payable 750 Long-term loans payable *3 14,477 *3 18,019 Lease obligations 2,350 2,788 Net defined benefit liability Asset retirement obligations 2,454 2,585 Deferred tax liabilities 86 0 Other 1,244 1,188 Total noncurrent liabilities 21,994 25,207 Total liabilities 53,558 57,737 NET ASSETS Shareholders equity Capital stock 10,265 10,265 Capital surplus 11,560 11,551 Retained earnings 38,077 38,035 Treasury stock (741) (744) Total shareholders equity 59,162 59,107 Accumulated other comprehensive income Valuation difference on available-for-sale securities (3) 4 Foreign currency translation adjustment (1,650) (2,353) Remeasurements of defined benefit plans (14) (13) Total accumulated other comprehensive income (1,669) (2,363) Non-controlling interests Total net assets 57,733 57,209 Total liabilities and net assets 111, ,

15 (2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income Consolidated Statements of Income FY2015 (From March 1, 2015, to February 29, 2016) FY2016 (From March 1, 2016, to February 28, 2017) Net sales 185, ,623 Cost of sales 70,907 68,386 Gross profit 114, ,237 Selling, general and administrative expenses *1 113,217 *1 118,371 Operating income 1,613 1,865 Non-operating income Interest income Dividends income Rent income Income from distribution of goods 11 Commission fee Equity in earnings of affiliates Miscellaneous income Total non-operating income 1,509 1,606 Non-operating expenses Interest expenses Foreign exchange loss Rent expenses Miscellaneous loss Total non-operating expenses Ordinary income 2,345 2,750 Extraordinary income Gain on sales of noncurrent assets 4 1,487 Total extraordinary income 4 1,487 Extraordinary loss Impairment loss *2 933 *2 1,409 Loss on cancellation of contracts Loss on disaster 24 Total extraordinary losses 980 1,537 Income before income taxes 1,369 2,700 Income taxes current 1,298 1,563 Income taxes deferred (754) (102) Total income taxes 544 1,460 Net income 825 1,239 Loss attributable to non-controlling interests (12) (9) Net income attributable to owners of the parent 837 1,

16 Consolidated Statements of Comprehensive Income FY2015 (From March 1, 2015, to February 29, 2016) FY2016 (From March 1, 2016, to February 28, 2017) Net income 825 1,239 Other comprehensive income Valuation difference on available-for-sale securities (10) 7 Foreign currency translation adjustment (243) (498) Remeasurements of defined benefit plans, net of tax 38 (0) Share of other comprehensive income of entities accounted for using equity method (649) (222) Total other comprehensive income *1 (865) *1 (713) Comprehensive income (40) 526 Comprehensive income attributable to: Comprehensive income attributable to owners of the parent Comprehensive income attributable to non-controlling interests (12) 554 (27) (27)

17 (3) Consolidated Statements of Changes in Net Assets FY2015 (From March 1, 2015 to February 29, 2016) Capital stock Capital surplus Shareholders equity Retained earnings Treasury stock Total shareholders equity Balance at the beginning of current period 10,265 11,139 38,532 (733) 59,204 Cumulative effects of changes in accounting policies Restated balance 10,265 11,139 38,549 (733) 59,221 Changes of items during the period Dividends from surplus (1,266) (1,266) Net income attributable to owners of the parent Purchase of treasury stock (10) (10) Disposal of treasury stock 2 2 Change of scope of equity method Changes in shareholders interest due to transaction with non-controlling interests Net changes of items other than shareholders equity Total changes of items during the period Balance at the end of current period Valuation difference on available-forsale securities (42) (42) (471) (7) (59) 10,265 11,560 38,077 (741) 59,162 Accumulated other comprehensive income Foreign currency translation adjustment Remeasurements of defined benefit plans Total accumulated other comprehensive income Noncontrolling interests Total net assets Balance at the beginning of current period 6 (826) (49) (868) ,938 Cumulative effects of changes in accounting 16 policies Restated balance 6 (826) (49) (868) ,955 Changes of items during the period Dividends from surplus (1,266) Net income attributable to 837 owners of the parent Purchase of treasury stock (10) Disposal of treasury stock 2 Change of scope of equity method Changes in shareholders interest due to transaction with non-controlling interests Net changes of items other than shareholders equity Total changes of items during the period Balance at the end of current period (430) (10) (10) (874) 34 (850) 68 (781) (10) (824) 34 (800) (361) (1,221) (3) (1,650) (14) (1,669) ,

18 FY2016 (From March 1, 2016 to February 28, 2017) Capital stock Capital surplus Shareholders equity Retained earnings Treasury stock Total shareholders equity Balance at the beginning of current period 10,265 11,560 38,077 (741) 59,162 Changes of items during the period Dividends from surplus (1,290) (1,290) Net income attributable to 1,248 1,248 owners of the parent Purchase of treasury stock (4) (4) Disposal of treasury stock 0 0 Changes in shareholders interest due to transaction with non-controlling interests Net changes of items other than shareholders equity Total changes of items during the period Balance at the end of current period Valuation difference on available-forsale securities (9) (9) (9) (41) (3) (54) 10,265 11,551 38,035 (744) 59,107 Accumulated other comprehensive income Foreign currency translation adjustment Remeasurements of defined benefit plans Total accumulated other comprehensive income Noncontrolling interests Total net assets Balance at the beginning of current period (3) (1,650) (14) (1,669) ,733 Changes of items during the period Dividends from surplus (1,290) Net income attributable to 1,248 owners of the parent Purchase of treasury stock (4) Disposal of treasury stock 0 Changes in shareholders interest due to transaction with non-controlling interests Net changes of items other than shareholders equity Total changes of items during the period Balance at the end of current period (9) 7 (703) 0 (694) 224 (470) 7 (703) 0 (694) 224 (524) 4 (2,353) (13) (2,363) ,

19 (4) Consolidated Statements of Cash Flows FY2015 (From March 1, 2015, to February 29, 2016) FY2016 (From March 1, 2016, to February 28, 2017) Net cash provided by (used in) operating activities Income before income taxes 1,369 2,700 Depreciation and amortization 5,433 5,915 Amortization of goodwill Increase (decrease) in allowance for doubtful accounts (47) 53 Increase (decrease) in provision for bonuses (93) 15 Increase (decrease) in provision for directors bonuses (1) (8) Increase (decrease) in allowance for special benefit for shareholders 30 4 Increase (decrease) in net defined benefit liability 16 (3) Interest and dividends income (304) (329) Interest expenses Equity in (earnings) losses of affiliates (110) (204) Loss (gain) on sales of noncurrent assets (4) (1,487) Impairment loss 933 1,409 Decrease (increase) in notes and accounts receivable trade 668 (316) Decrease (increase) in inventories (3,712) 3,041 Increase (decrease) in notes and accounts payable trade (1,007) (749) Increase (decrease) in accrued consumption taxes (1,967) 478 Increase (decrease) in other assets/liabilities Subtotal 2,317 11,479 Interest and dividends income received Interest expenses paid (299) (253) Income taxes paid (1,872) (1,500) Net cash provided by (used in) operating activities ,

20 FY2015 (From March 1, 2015, to February 29, 2016) FY2016 (From March 1, 2016, to February 28, 2017) Net cash provided by (used in) investing activities Payments into time deposits (4,882) (2,873) Proceeds from withdrawal of time deposits 2,190 2,890 Purchase of property, plant and equipment (8,656) (7,699) Proceeds from sales of property, plant and equipment 23 3,048 Purchase of intangible assets (398) (560) Payments for execution of asset retirement obligations (162) (107) Purchase of investment securities (174) (154) Payments for guarantee deposits (1,038) (921) Proceeds from collection of guarantee deposits Payments of loans receivable (129) (508) Collection of loans receivable Payments for investments in real estates (5) Proceeds from sales of investments in real estates 5 Purchase of stocks of subsidiaries and affiliates (38) Payments for investments in capital of subsidiaries and affiliates (27) Purchase of stocks of subsidiaries resulting in change in scope of consolidation (579) Other, net 4 3 Net cash provided by (used in) investing activities (12,365) (6,526) Net cash provided by (used in) financing activities Repayment of finance lease obligations (1,086) (1,090) Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable 12,300 11,720 Repayment of long-term loans payable (6,230) (8,468) Proceeds from sales of treasury stock 2 0 Purchase of treasury stock (9) (4) Cash dividends paid (1,271) (1,295) Proceeds from share issuance to non-controlling shareholders Other, net (2) Net cash provided by (used in) financing activities 3,843 1,085 Effect of exchange rate change on cash and cash equivalents (272) (220) Net increase (decrease) in cash and cash equivalents (8,360) 4,443 Cash and cash equivalents at beginning of period 26,858 18,498 Cash and cash equivalents at end of period *1 18,498 *1 22,

21 (5) Notes to Consolidated Financial Statements (Going Concern Assumption) None applicable (Important Matters That Form the Basis for Preparing Consolidated Financial Statements) 1. Scope of Consolidation Number of consolidated subsidiaries: 34 Principal consolidated subsidiaries YOSHINOYA CO., LTD. YOSHINOYA ASSET MANAGEMENT CO., LTD. Hanamaru, Inc. Arcmeal Co., Ltd. KYOTARU CO., LTD. YOSHINOYA AMERICA, INC. YOSHINOYA (CHINA) CO., LTD. SHANGHAI YOSHINOYA FAST FOODS CO., LTD. ASIA YOSHINOYA INTERNATIONAL SDN. BHD. Green s Planet Co., Ltd. YOSHINOYA INTERNATIONAL CO., LTD., a former consolidated subsidiary, has been dissolved following an absorption-type merger with the Company as the surviving company, and therefore has been excluded from the scope of consolidation effective from the consolidated fiscal year under review. 2. Application of Equity Method (1) Number of equity method affiliates: 5 Principal equity method affiliates Sushi kin Sdn. Bhd. Shenzhen Yoshinoya Fast Foods Co., Ltd. (2) Special note concerning the application of the equity method For the entities accounted for using equity method with different closing dates from the reporting period for consolidation, financial statements for their most recent fiscal years were used. 3. Closing Dates of Consolidated Subsidiaries Of the consolidated subsidiaries, the closing date of overseas subsidiaries is December 31. Financial statements as of the said closing date are used to prepare consolidated financial statements, making the necessary adjustments for consolidation with respect to significant transactions occurring between said closing date and the reporting date for consolidation

22 4. Accounting Policies (1) Valuation standards and methods for important assets 1) Securities Available-for-sale securities Fair market values available Stated at fair market value based on the market value, etc. of the closing date (Unrealized gains and losses are reported as a separate component of net assets, and cost of securities sold is computed by the moving-average method.) Fair market values not available Stated at cost using the moving-average method 2) Inventories Merchandise, finished goods, raw materials and work in process Stated primarily at cost using the gross-average method (The balance sheet value is calculated using the book value write-down method based on decreased profitability.) Supplies Stated primarily at cost using the last-purchase-price method (The balance sheet value is calculated using the book value write-down method based on decreased profitability.) However, these assets of overseas consolidated subsidiaries are stated at cost, using the moving-average method (the balance sheet value is calculated using the book value write-down method based on decreased profitability). (2) Depreciation and amortization methods for important depreciable assets 1) Property, plant and equipment (excluding lease assets) and real estate for investment Declining-balance method Buildings acquired on and after April 1, 1998 and facilities attached to buildings and structures acquired on and after April 1, 2016 are depreciated under the straight-line method. Main ranges of useful lives are as follows: Buildings and structures Machinery, equipment and vehicles Tools, furniture and fixtures 2) Intangible assets (excluding lease assets) Straight-line method 5 to 50 years 8 to 15 years 5 to 15 years Software for internal use is depreciated under the straight-line method based on their internal estimated useful lives (5 years). 3) Lease assets Lease assets relating to finance leases wherein ownership of the leased assets does not transfer to the lessee are depreciated over respective lease periods by the straight-line method with a residual value of zero or the guaranteed residual value. Meanwhile, of finance lease transactions other than those wherein ownership of the leased properties is deemed to be transferred to the lessee, those commenced on or prior to February 28, 2009 are accounted for in the same method as normal operating leases. (3) Accounting standards for significant reserves 1) Allowance for doubtful accounts In order to prepare for probable losses on collection of credits, estimated amount uncollectible is provided for in accordance with the historical write-off ratio in the case of ordinary receivables and provided based on the detailed credit analysis in the case of certain receivables including doubtful accounts

23 2) Provision for bonuses To provide for bonuses for Executive Officers and employees of the Company and consolidated subsidiaries in Japan, of the total estimated amount of bonuses, the Company makes provision for the portion to be paid for the consolidated fiscal year under review. 3) Provision for directors bonuses To provide for bonuses for directors, the Company makes provision for directors bonuses for the amount to be paid for the consolidated fiscal year under review. 4) Allowance for special benefit for shareholders In anticipation of the future use of complimentary tickets for shareholders, the Company records an estimated amount of costs related to such use of complimentary tickets by shareholders at the end of the consolidated fiscal year under review based on past use results. (4) Accounting method for retirement benefits 1) Periodic allocation method of projected retirement benefits In calculating projected benefit obligations, the benefit formula basis is applied to allocate projected retirement benefits to the periods up to the end of the consolidated fiscal year under review. 2) Accounting policies for actuarial differences, prior service costs and transition obligations Actuarial differences are accounted for as expenses over a certain number of years within the average remaining years of service of the corresponding employees at the time of occurrence (generally 5 years) using the straight-line method, commencing with the consolidated fiscal year following the one in which they were incurred. Prior service costs are accounted for as expenses over a certain number of years within the average remaining years of service of the corresponding employees at the time of occurrence (5 years) using the straight-line method. Transition obligations recognized by consolidated subsidiaries in Japan are amortized equally over 15 years. (5) Standard for translation of significant foreign currency-denominated assets or liabilities into yen Foreign currency-denominated monetary assets and liabilities are translated into yen at the spot exchange rates on the reporting date for consolidation and the effects of exchange rate change are recognized as income and expenses. The assets and liabilities of overseas subsidiaries, etc. are translated into yen at the spot exchange rates on their closing dates and income and expenses at the average exchange rates of the accounting periods. The resulting translation adjustments for the effects of exchange rate change are recorded as foreign currency translation adjustment under net assets. (6) Significant hedge accounting 1) Hedge accounting Special accounting procedures are applied to interest rate swap contracts as they satisfy the relevant requirements. 2) Hedging instruments and hedge items Hedging instrument... Interest rate swap contracts Hedged item... Loans with floating interest rates 3) Hedging policy The Company entered into interest rate swap contracts to mitigate the risks of fluctuations in interest rates. 4) Evaluation of hedge effectiveness Interest rate swap contracts satisfy requirements for the application of special procedures. Therefore, evaluation of effectiveness for these contracts is omitted. (7) Method and period for amortization of goodwill Goodwill is amortized using the straight-line method over a period of 5 to 20 years. (8) Capital covered by Consolidated Statements of Cash Flows Capital (cash and cash equivalents) as used in the Consolidated Statements of Cash Flows comprises cash on hand, deposits available for withdrawal as needed, and short-term investments due for redemption within three months from the date of acquisition, which are easily cashable and are subject to minimal risk of fluctuation in value

24 (9) Other significant matters on preparing Consolidated Financial Statements 1) Accounting for consumption tax Consumption taxes and local consumption taxes are accounted for by the tax exclusion method. Non-deductible consumption taxes and local consumption taxes are recorded as expenses in the consolidated fiscal year under review. 2) Adoption of consolidated taxation system The Company has adopted the consolidated taxation system. (Changes in Accounting Policies) (Changes in depreciation method) Following the revision of the Corporation Tax Act, the Company has applied the Practical Solution on a Change in Depreciation Method due to Tax Reform 2016 (PITF No. 32, June 17, 2016) in the consolidated fiscal year under review, and accordingly, has changed its depreciation method for facilities attached to buildings and structures that were acquired on and after April 1, 2016 from the declining-balance method to the straight-line method. As a result, operating income, ordinary income and income before income taxes for the consolidated fiscal year under review all increased by 73 million. (Additional Information) (Application of Accounting Standard for Consolidated Financial Statements and other standards) The Company has applied the provisions stated in Paragraph 39 of the Accounting Standard for Consolidated Financial Statements (ASBJ Statement No. 22, September 13, 2013), and accordingly, has changed the presentation of net income, etc., and the presentation of minority interests to non-controlling interests. To reflect these changes in presentation, consolidated financial statements for the previous fiscal year have been reclassified. (Impact of changes in income tax rates, etc.) Following the enactment by the Diet of the Act on Partial Revision of the Income Tax Act, etc. (Act No. 15 of 2016) and Act on Partial Revision, etc. of the Local Tax Act, etc. (Act No. 13 of 2016) on March 29, 2016, and the Act on Partial Revision, etc. of the Consumption Tax Act for Comprehensive Reform of Tax to Secure Stable Financial Resources for Social Security, etc. and Act on Partial Revision, etc. of Local Tax Act and Local Allocation Tax Act for Comprehensive Reform of Tax to Secure Stable Financial Resources for Social Security, etc. on November 18, 2016, income tax rates will be changed from the consolidated fiscal year commencing March 1, Accordingly, the statutory tax rate used for calculating deferred tax assets and deferred tax liabilities has been changed from the current 33.1% to 30.9% for the temporary differences expected to be eliminated in the consolidated fiscal years ending February 28, 2018 and February 28, 2019, and to 30.6% in or after the consolidated fiscal year ending February 29, As a result of these tax rate changes, deferred tax assets (less deferred tax liabilities) decreased by 23 million and income taxes deferred increased by 23 million