17th
Ordinary General
Meeting of Shareholders
Date

11 am (Reception starts from 10:15 am)Thursday, June 24, 2021
Venue

NOVA HALL, LARGE HALL
1-10-1 Azuma, Tsukuba, Ibaraki, Japan(Please refer to the map on the end page)

Table of contents
Notice of the 17th Ordinary General Meeting of Shareholders

1

Reference document

5

Business report

13

Consolidated financial statements

31

Non-consolidated financial statements

33

Audit report

35

CYBERDYNE Inc.

Security Code: 7779 (Mothers Section of the Tokyo Stock Exchange)

This document has been translated from the Japanese original for reference purposes only.
If there is any discrepancy between this translated document and the Japanese source, the original shall prevail.
The Japanese original was audited by Deloitte Touche Tohmatsu LLC.

To our shareholders
June 9, 2021
2-2-1 Gakuen-minami, Tsukuba, Ibaraki, Japan

President and CEO Yoshiyuki Sankai
CYBERDYNE Inc.

Notice of 17th Ordinary Meeting of Shareholders
We would like to take this opportunity to thank you for your support towards our endeavors.
You are cordially invited to the 17th Ordinary General Meeting of CYBERDYNE Inc. (the “Company”), which will beheld as detailed below.
In order to comply with the Companies Act, the General Meeting of Shareholders will be conducted at the venue
stated below. As an initiative to prevent COVID-19 from spreading further, we kindly ask you to refrain from attending
this Meeting of Shareholders if possible, regardless of your health condition. Instead, please consider submitting yourvoting rights in writing or via the Internet no later than 6:00 p.m. on Wednesday, June 23, 2021, based on the Reference
Documents on page 5.

Date

11 am (Reception starts from 10: 15am)

Venue

NOVA HALL, LARGE HALL, 1-10-1, Azuma, Tsukuba, Ibaraki

June 24 2021 (Thursday)(Please refer to the map on the end page)*Please note that the venue changed from the extraordinary general meeting of shareholders
held in March 2021. Please be careful not to make any mistakes.
*There is a possibility that the venue may not be available due to the impact of COVID-19.
The Company will announce the change of venue on the Company’s website
The Company’s website: https://cyberdyne.jp/english

Agenda1<Matters to be reported>
1. The Business report for the 17th fiscal year ended March 31 2021, consolidated
financial statements and audit reports on the consolidated financial statements by the
Accounting Auditors and the Audit and Supervisory Board.
2. Non-consolidated financial statements for the 17th fiscal year ended March 31 2021.
<Matters to be resolved>
Agenda 1: Election of Eight (8) Members of the Board of Directors
Agenda 2: Election of Four (4) Audit and Supervisory Board Member

【Cautions *Please be sure to read carefully】● Depending on the situation of COVID-19, the number of available seats, venues, start time,etc., may be changed. In such cases, the information will be posted on the Company's website.
The Company's website: https://cyberdyne.jp/english● To reduce the meeting time, we will limit the Q&A sessions to questions related to the agendas of
the 17th Ordinary General Meeting of Shareholders.
● Please wear a mask and disinfect your hands when entering the building.
● A staff member will examine your temperature near the entrance. We may refuse admission andask you to leave if you have a fever, if you seem to be feeling unwell or if you entered Japan within
14 days before June 24, 2021. If you entered Japan within 14 days before June 24, please tell oneof our staff members at the reception.
● There will be no display of company products and distribution of souvenirs at the 17th Ordinary
Meeting of Shareholders.
● To reduce the risk of infection and ensure continuity of the company business, some of our
Directors and Audit and Supervisory Board Members may be absent or attend the meeting throughonline tools.

【Disclosure via internet】● According to the provisions of laws, regulations, and Article 22 of the Company’s Article of
Incorporation, the following items related to the 17th Ordinary General Meeting of Shareholders
are posted on a separate document posted on the Company’s website. Therefore, they are notincluded in this document.
(1) Following items in the Business Report• Items concerning stock acquisition rights• System to ensure the properness of the business and its status of the operation(2) Consolidated statement of changes in equity and related notes for the consolidated financial
statements(3) Statements of changes in equity and related notes for the non-consolidated financial statements
The Audit and Supervisory Members of the Company audited the document (1)~(3) stated above
and documents included in this notice. The Accounting Auditors of the Company audited documents(2) and (3) stated above in addition to documents included in this notice.
● The Company will announce on its website if any incidents that require the revision of the enclosed
documents occur after this notice is mailed out.
The Company’s website:

https://www.cyberdyne.jp/english/company/IR.html

2

第1号議案

株主総会にご出席いただける方
株主総会にご出席いただける方

取締役全
をお願いす
取締役候

同封の議決権行使書用紙を会場受付へご提出ください。

Exercise of voting rights

同封の議決権行使書用紙を会場受付へご提出ください。
日時2019年6月21日（金曜日） 午前11時

日時
2019年6月21日（金曜日）
午前11時
Please exercise yourvotingrightson two items toHALL）大ホール
be resolved in the meetingstated on this document.
場所
ノバホール（NOVA
You can exercise your voting rights in the following ways.
場所
ノバホール（NOVA HALL）大ホール
If you vote in both writing and by the Internet, vote by the Internet will be treated as a valid vote. If you
株主総会に
vote
more thanご出席いただけない方
once on the Internet using a computer or a smartphone, only the last vote will be treated asa valid vote.
郵送による議決権の行使
株主総会にVote by mailご出席いただけない方

Pleaseindicate your approval or disapproval on the enclosed voting form and return it to us.
同封の議決権行使書用紙に議案に対する賛否をご表示のうえご返送ください。なお、
Ifyou
submitthe form without indication, we will treat it as an approval vote.
各議案につきまして賛否を表示せずに提出された場合は、賛成の意思表示があったもの

郵送による議決権の行使としてお取扱いいたします。
Exercise period The form must arrive before June 23, 2021 (Wed)

候補者
番 号

略歴、地位

2003年 7 月
2004年 4 月
2004年 6 月
2006年 2 月
2009年 9 月
2010年 3 月

取締役候補

同氏は、筑波
同封の議決権行使書用紙に議案に対する賛否をご表示のうえご返送ください。なお、*T
he voting form is2019年
a postcard6
withpostage-paidfee, andit 6
will時必着take longer for the post office to process it than ordinary mail.
な経営経験を
行使期限
月a20
日（木）
午後
候補者としてAs
such, please mail early, so the mail reaches our office before June 23.
各議案につきまして賛否を表示せずに提出された場合は、賛成の意思表示があったもの
取締議決権行使書用紙のご記入方法
としてお取扱いいたします。
■ Example of voting on the form

行使期限

こちらに各議案の賛否をPlease circle
yes (賛) or no (否）for

2019年6月20日（木） 午後each
6時必着
itemご記入ください。
proposed for resolution

議決権行使書用紙のご記入方法

候補者
番 号

こちらに各議案の賛否を 略歴、地位
ご記入ください。
1994年 4 月

2001年10月
2005年10月

取締役候補

同氏は、公認グループ経営

3

Vote byinternet

Please exercise your voting rights in either of the following ways.
❶ "Smart Exercize" by scanning the QR code
❷ Entering code and password to exercise your voting rights

議決権行使についてのご案内

Exercise period June 23, 2021 (Wed) 6 pm

Please check the following page for further detailCC̲18481759̲01̲ostCYBERDYNE様̲招集通知.pdf 3

株主総会にご出席いただける方

Vote at the venue
3

3

Pleasesubmit the enclosed Voting Rights Exercise Form to the receptionist at the meeting.
同封の議決権行使書用紙を会場受付へご提出ください。
Please also bring this document with you as reference material for the agenda discussed at the
日時2019年6月21日（金曜日）
午前11時
meeting.
Please notethat non-shareholders, such as proxies andaccompanying persons who are notshareholders, cannot attend the General Meeting of Shareholders. As a proxy, the person who can
場所in the meeting
ノバホール（NOVA
HALL）大ホール
participate
must be one (1) other shareholders
with voting rights. In such a case, theymust submit a document certifying the proxy’s authority.

C̲18481759̲01̲ostCYBERDYNE様̲招集通知.pdf 3

取締役在任Instructions on thevoting by Internet❶

With this method, you can login the website to exercise yourvoting rights without entering the code and password

1

code and password to❷ Entering
exercise your voting rights"Smart Exercize"by scanning the QR code

Access the URL: https://www.web54.net

1

Please access the website toexercise the voting rights

Please scan the QR code printed on the bottom right of theForm to Exercise the Voting Right.

2

3
Example* QR Code is registered as a trademark inJapan by DENSO WAVE INCORPORATED.

Please enter the code written
on the Form to Exercise Voting
Right

Please enter the password
written on the Form to Exercise
Voting Right

Press "次へ進む"(Forward button)

Enter the code
Press "ログイン" (Log In)

Enter the initial password
Enter new password that you
would like to use
Press "登録" (Register)

4
2

Please indicate your intention based on the questionnaires
displayed on the page.

You can only vote once by QR code
If you intend to change your vote after
voting with a QR scan, please log infrom the PC site. Please enter the codeand password stated on the Form to
Exercise the Voting Right and change
your vote.
*
If you re-scan the QR code on theenclosed paper, it will display the PC
site

Please indicate your intention based on the questionnaires displayedon the page.

If you vote in both writing and by the Internet, vote by the Internet will betreated as a valid vote. If you vote more than once on the Internet using acomputer or a smartphone, only the last vote will be treated as a valid vote.
Please note that you may not access the website depending on your computer,smartphone, or your Internet environment.

For inquiries on exercising your voting rights via the Internet
Direct line to Sumitomo Mitsui Trust Bank, Limited
Transfer Agent Web Support Division
TEL: +81120652031 (available from 9 am to 9 pm JST)*The pages is only available in Japanese

4Reference documents
Agenda 1. Election of Eight (8) Members of the Board of Directors
The elected term of all seven (7) Directors will expire after this General Meeting of Shareholders.
To strengthen the management system, the Company proposes to increase the number of Directors by one (1) andelect eight (8) Directors. The candidates for Directors are as follows.

Candidate
Number

1 Yoshiyuki Sankai

Reappointed

Born June 24, 1958 (62 years old)

Ph.D. in Engineering

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
2003/7
2004/4
2004/6
2006/2
2010/3
2011/102013/8
2014/11

Professor of Functional Engineering, University of Tsukuba
Professor of Engineering, Information and Systems University ofTsukuba (present)
Director at incorporation of CYBERDYNE
President and CEO of CYBERDYNE (present)Core Researcher of FIRST program hosted by the Cabinet Office ofJapan
Director of the Center for Cybernic Research, University of Tsukuba
Director of Cyberdyne Care Robotics GmbH (present)
Program manager of ImPACT Program (ImPACT) hosted by the
Cabinet Office of Japan

2016/82017/102020/6

Director of CYBERDYNE USA Inc. (present)
Executive Research Director of the Center for Cybernic Research,
University of Tsukuba (present)
Director of R&D Center for Frontiers of MIRAI in Policy andTechnology, University of Tsukuba (present)(Important positions held outside CYBERDYNE)
Professor of Engineering, Information and Systems University of Tsukuba
Executive Research Director of the Center for Cybernic Research, University of Tsukuba
Director of R&D Center for Frontiers of MIRAI in Policy and Technology, University of Tsukuba
Director of CYBERDYNE USA Inc.
Director of Cyberdyne Care Robotics GmbH

Reason for the nomination as candidate for Director
Sankai established the academic field of Cybernics as a professor of Tsukuba University. He has gained extensive experience in management throughhis service as the Company’s founder. The Company regards him to be a qualified candidate of Director who can take leadership on management andcorporate governance of CYBERDYNE Group.
Years in service as Director
17 years

Candidate
Number

2

Number of company shares owned
Common3,042,000 Shares
77,696,000 SharesClass B

Special interest in CYBERDYNE
None

Shinji Uga

Reappointed

Born February 15, 1970 (51 years old)

Certified Public Accountant
MBA

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1994/4
2001/10
2005/10
2007/6
2008/9Joined Tomen Corporation (Now known as Toyoda Tsusho)
Joined Chuo Aoyama Audit Corporation (Now known as
Pricewaterhouse Coopers)
Assigned to PricewaterhouseCoopers Shanghai office
Joined Ridgeway Capital Partners Ltd.
Joined CYBERDYNE

2009/2
Director (present) and head of Financial Affairs and Accounting Department of CYBERDYNE
2013/8
Director of Cyberdyne Care Robotics GmbH (present)
2013/12 Manager of Corporate Department of CYBERDYNE (present)
2017/12 President and CEO of CEJ Capital, Inc. (present)(Important positions held outside CYBERDYNE)
Director of Cyberdyne Care Robotics GmbH
President and CEO of CEJ Capital, Inc.

Reason for the nomination as candidate for Director
Uga has extensive knowledge in the fields related to management and accounting as a certified public accountant. The Company regards him to be aqualified candidate of Director who can take leadership on management and operations of CYBERDYNE Group.
Years in service as Director
12 years

5

Special interest in CYBERDYNE
None

Number of company shares owned
Common60,000 Shares

Candidate
Number3

Yoshihiro Yasunaga
Born November 14, 1974 (46 years old)

Certified Public Accountant (U.S.)
Masters in academics

Reappointed

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1997/4
2002/7
2006/10
2008/42013/1
2013/42013/9Joined Takefuji Corporation
Joined Tyco Healthcare Japan Inc
Joined ON Semiconductor Japan Ltd.
Joined CYBERDYNE as Head of Business Management
Manager of the Sales Department (present)
Representative Director of Suzuka RoboCare Center Co., Ltd. (present)
Representative Director of Oita RoboCare Center Co., Ltd. (present)

2017/112018/4
2019/2
2019/6
2019/82020/4

Outside Director of SUMS, Inc. (present)
Representative Director of Shonan RoboCare Center Co., Ltd. (present)
Outside Director of Okayama RoboCare Center Co., Ltd. (present)
Director of CYBERDYNE (present)
Director of CYBERDYNE USA Inc.
Director of MOVETEX Kabushiki Kaisha(Important positions held outside CYBERDYNE)
Outside Director of SUMS, Inc.
Director of CYBERDYNE USA Inc.
Director of MOVETEX Kabushiki Kaisha

Reason for the nomination as candidate for Director

Yasunaga has extensive experience and knowledge gained through his work in the Business Management Department and Sales Department sincejoining CYBERDYNE in 2013. He also serves as the Representative Director of the Company’s subsidiaries. The Company regards him to be a qualified
candidate of Director who can take leadership on sales of CYBERDYNE Group.
Years in service as Director
2 years

Candidate
NumberNumber of company shares owned
Common8,000 Shares

Special interest in CYBERDYNE
None

4 Hiroaki Kawamoto

Reappointed

Ph.D. in Engineering

Born August 25, 1974 (46 years old)

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
2004/6
2005/8
2006/2

Director at incorporation of CYBERDYNE
Researcher at Japan Association for the Advancement of Medical
Equipment
Director of CYBERDYNE (present)

2015/4

Associate Professor of Engineering, Information and Systems, University ofTsukuba (present)(Important positions held outside CYBERDYNE)
Associate Professor of Engineering, Information and Systems, University of Tsukuba

Reason for the nomination as candidate for Director
Kawamoto has extensive knowledge as a Ph.D. in engineering and experience gained through his service as one of the management of CYBERDYNE
since its establishment. The Company regards him to be a qualified candidate of Director, who can take leadership on its business.
Years in service as Director
17 yearsSpecial interest in CYBERDYNE
None

Number of company shares owned
Common14,000 Shares

6

Candidate
Number5

Hikari Imai

Reappointed

Born July 23, 1949 (71 years old)

Outside Director

Independent Officer

MBA

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1974/4
1986/1
1993/4
1999/1
2007/11
2008/4
2012/4
2015/6
2016/6
2016/11

Joined Yamaichi Securities Co., Ltd.
Joined Morgan Stanley Securities Co., Ltd.
Joined Merrill Lynch Securities Company
Vice Chairman of Merrill Lynch Japan Securities Company, Limited
Director, Vice President of RECOF Corporation
President and CEO of RECOF Corporation
Outside Director of Olympus Corporation
Outside Director of CYBERDYNE (present)
Outside Director of PACIFIC METALS CO., LTD. (present)
Chairman of 3DOM Inc. (present)

2019/1
2019/1
2019/11

Outside Director of GPSS Holdings Inc. (present)
Chairman of the Keiaikai Medical Foundation (present)
Outside Director of SHIMACHU CO., LTD (audit and supervisory committee
member) (present)(Important positions held outside CYBERDYNE)
Outside Director of PACIFIC METALS CO., LTD.
Chairman of 3DOM Inc.
Outside Director of GPSS Holdings Inc.
Chairman of the Keiaikai Medical Foundation
Outside Director of SHIMACHU CO., LTD (audit and supervisory committee member)

Reason for the nomination as candidate for Director
Imai has extensive experience and a wide range of insight gained through his career as a CEO of a financial institution and as an Outside Director of acompany engaged in the medical business. The Company regards him to be a qualified candidate for Outside Director, who can supervise and adviseon the execution of operations from a professional perspective. The Company especially expects his contributions to corporate governance, such as
responses to capital markets, investment decisions in M&A, and strengthening of risk management.
Years in service as Director
6 years

Candidate
Number6

Special interest in CYBERDYNE
None

Yuzo Toda

Number of company shares owned—

Newly appointed

Born July 21, 1946 (74 years old)

Outside Director

Independent Officer

Ph.D. in Engineering

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1973/4
2004/6
2008/6
2009/6
2009/6
2015/6

Joined Fuji Photo Film Co., Ltd. (Now known as Toyoda Tsusho)
Executive officer of FUJIFILM Corporation
General Manager of FUJIFILM Life Science Research Lab
Director of FUJIFILM Corporation
Director of FUJIFILM Holdings Corporation
Director and Corporate Vice President of FUJIFILM Corporation
Director and Executive Vice President of FUJIFILM Corporation

2016/6
2016/62017/6

Director and CTO of FUJIFILM Holdings Corporation
Director, Senior Executive Vice President and CTO of FUJIFILM Corporation
Outside Director of Anicom Holdings, Inc.

(Important positions held outside CYBERDYNE)—

Reason for the nomination as candidate for Director
Toda has extensive experience and a wide range of insight gained by playing a central role in the FUJIFILM Group’s advancement into the healthcare
business. The Company regards him to be a qualified candidate for Outside Director, who can supervise and advise on the execution of operations froma professional perspective.
The Company especially expects his contributions to developing the global medical business and advancing new business fields.
Years in service as Director—

7

Special interest in CYBERDYNE
None

Number of company shares owned
Common—Candidate
Number

7 Akira Matsumura

Newly appointed

Outside Director

Independent Officer

Born October 25, 1954 (66 years old) Ph.D. in Medicine

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
2004/3
2007/4
2011/4
2011/4
2014/4
2016/3
2016/42018/62018/102020/4

Professor of Clinical Medicine, University of Tsukuba
Vice Director of University of Tsukuba Hospital
Director of Clinical Trial and Research Center, University of Tsukuba Hospital
Director of University of Tsukuba Europe Office (Bonn/Germany)
Vice President of University of Tsukuba and Director of University Hospital
Co-Representative Director of Artron (present)
Hospital Board Trustee of Kennan Hospital (present)
Committee Chairman of Medical Education Committee at Association ofJapan Medical Colleges
Vice President, International Society for Neutron Capture Therapy (present)
President of Ibaraki Prefectural University of Health Sciences (present)

2020/42021/4Advisor of Telix Pharmaceuticals (Japan) Ltd
Committee member of Ibaraki Prefecture Council for CardiovascularCountermeasures (present)(Important positions held outside CYBERDYNE)
Hospital Board Trustee of Kennan Hospital
President of Ibaraki Prefectural University of Health Sciences
Co-Representative Director of Artron
Advisor of Telix Pharmaceuticals
Committee member of Ibaraki Prefecture Council for Cardiovascular Countermeasures
Vice President, International Society for Neutron Capture Therapy

Reason for the nomination as candidate for Director

Matsumura has extensive experience and a wide range of insight gained through his career as a medical doctor and hospital manager.
The Company regards him to be a qualified candidate for Outside Director, who can supervise and advise on the execution of operations from a
professional perspective. The Company especially expects his contribution to medical care and clinical practice.
Years in service as Director—

Candidate
Number8

Special interest in CYBERDYNE
None

Kenji Suzuki

Newly appointed

Number of company shares owned
Common5,000 Shares

Outside Director

Independent Officer

Born January 17, 1975 (46 years old) Ph.D. in Engineering

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
2016/42017/10
2018/42021/2

Professor of Engineering, Information and Systems University ofTsukuba (present)
Director of Center for Cybernics Research, University of Tsukuba (present)
President and CEO of PLIMES Inc.
Advisor of Tsukuba City on Smart City/Super City (present)(Important positions held outside CYBERDYNE)
Professor of Engineering, Information and Systems University of Tsukuba
Director of Center for Cybernics Research, University of Tsukuba
President and CEO of PLIMES Inc.
Advisor of Tsukuba City on Smart City/Super City

Reason for the nomination as candidate for Director
Suzuki has a wide range of insight gained through his Ph.D. in Engineering. He also has extensive experience gained through his career as a CEO of aventure company and advisor for Tsukuba City on Smart City/ Super City. The Company regards him to be a qualified candidate for Outside Director,
who can supervise and advise on the execution of operations from a professional perspective. The Company especially expects his contributions to
Cybernics Research and Smart City/Super City.
Years in service as Director—

Special interest in CYBERDYNE
None

Number of company shares owned—

8(Note) 1. According to Article 427, Paragraph 1 of the Companies Act, the Company signed contracts with Hiroaki Kawamoto and Hikaru Imai to limit their
liability for damages as provided in Article 423, Paragraph 1 of the same act. The maximum liability for damages under the said contract is the minimum
liability amount stipulated in Article 425, Paragraph 1 of the Companies Act. The said contract will be continued if their reappointments are approvedat this General Meeting of Shareholders. The Company also plans to enter into the same liability limitation contract with Yuzo Toda, Akira Matsumura,and Kenji Suzuki if their election is approved.
2.The Company has entered into a liability insurance contract with an insurance company for Directors and Audit and Supervisory Board Members as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages (defence costs, compensation for damages, andsettlement money) incurred by the insured due to claims (including shareholder representative lawsuits) filed during the insurance period against theinsured, including the Company’s Directors, concerning their executed duties. If each candidate is elected and assumes office as a Director, they will be
insured under the relevant insurance policy. The insurance policy is scheduled to be renewed with the same terms and conditions at the next renewal.

【For your reference】
Skills matrix of the Board of Director
Industry specific skill
Candidate
Number1

Medical/clinicalYoshiyuki
Sankai

Inside(Representative/
R&D)

ShinjiUga

3

Yoshihiro
Yasunaga

4

HiroakiKawamoto(Clinical Research)

5

Hikari
Imai

Outside/Independent

6

Yuzo
Toda

Outside/Independent

8

Akira
Matsumura

Kenji
SuzukiCommon skill

Role

2

7

9

Name

Inside(Corporate)

Inside(Sales)

Inside(Newly appointed)

Outside/Independent(Newly appointed)

Outside/Independent(Newly appointed)

Research &Development

Global

・ ・ ・
・
・
・
・ ・
・
・ ・ ・
・ ・
・ ・

Experiencein management

・

Finance/Acounting/
Legal

Businessdevelopment/
M&A

・
・ ・
・

・ ・ ・
・
・
・
・
・

Agenda 2. Election of four (4) Audit and Supervisory Board Member
The elected term of Yutaka Fujitani, Cees Vellekoop, Kenichiro Okamura will expire after this General
Meeting of Shareholders, and Kazuro Kawamata will resign. The Company proposes to elect four (4)Audit and Supervisory Board Members.
The Audit and Supervisory Board has given its consent to this agenda.
The candidates for Audit and Supervisory Board Members are as follows

Candidate
Number1

Kazuaki Tanaka

Newly appointed

Born April 3, 1957 (64 years old)

Outside Auditor

Independent Officer

Full-time

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1980/4
2008/4
2011/42013/6
2015/4

Joined Marubeni Corporation
Executive Officer of Marubeni
Managing Executive Officer of Marubeni
Representative Director and Managing Executive Officer of Marubeni
Managing Executive Officer of Marubeni

2016/62020/6Chairman of the Board of MX Mobiling Co., Ltd.
Advisor of MX Mobiling Co., Ltd. (present)(Important positions held outside CYBERDYNE)Advisor of MX Mobiling Co., Ltd.

Reason for the nomination as candidate for Audit and Supervisory Board Member
Tanaka has extensive experience developing new projects and global sales gained through his career in managing a major general trading company.
The Company regards him to be a qualified candidate for Outside Audit and Supervisory Board Member who can audit Directors’ duties from an
objective and fair standpoint.
Years in service as
Audit and Supervisory Board Member—

Candidate
NumberSpecial interest in CYBERDYNE
None

2 Yutaka Fujitani

Reappointed

Number of company shares owned—

Outside Auditor

Independent Officer

Born April 1, 1953 (68 years old)

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1975/4
2005/1
2011/6

Joined The Mitsubishi Bank, Ltd.
Joined KPMG AZSA LLC.
Outside Audit and Supervisory Board Member of CYBERDYNE (present)(Important positions held outside CYBERDYNE)—

Reason for the nomination as candidate for Audit and Supervisory Board Member
Fujitani has extensive experience in domestic and overseas operations at a major bank and experience in establishing internal control systems at anauditing firm. The Company regards him to be a qualified candidate for Outside Audit and Supervisory Board Member who can audit Directors’ duties
from an objective and fair standpoint. Fujitani has never been involved in business management other than as an outside officer. However, the Company
judges that he can sufficiently fulfill his duties as an Outside Audit and Supervisory Board Member of CYBERDYNE.
Years in service as
Audit and Supervisory Board Member
10 yearsSpecial interest in CYBERDYNE
None

Number of company shares owned—

10Candidate
Number

3 Cees Vellekoop

Reappointed

Outside Auditor

Born May 4, 1956 (65 years old)

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1981/5
1992/5
2003/5

Registered as attorney-at-law at Court of Rotterdam District and Court of
Amsterdam District
Registered as foreign legal consultant in Japan
Joined Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho

2005/10 Obtained solicitor’s practising certificate for England and Wales
2007/6
Audit and Supervisory Board Member of CYBERDYNE (present)(Important positions held outside CYBERDYNE)—

Reason for the nomination as candidate for Audit and Supervisory Board Member
Vellekoop has extensive experience gained through his career as a lawyer in England, Wales, and the Netherlands and foreign legal consultant at
Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho. Although he has forfeited his license as a lawyer,the Company regards him to be a qualified
candidate for Outside Audit and Supervisory Board Member who can audit Directors’ duties from an objective and fair standpoint. Vellekoop has
never been involved in business management other than as an outside officer. However, the Company judges that he can sufficiently fulfill his duties as
an Outside Audit and Supervisory Board Member of CYBERDYNE.
Years in service as
Audit and Supervisory Board Member
14 years

Candidate
NumberSpecial interest in CYBERDYNE
None

4 Kenichiro Okamura

Reappointed

Number of company shares owned—

Outside Auditor

Independent Officer

Born August 18, 1971 (49 years old)

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1994/4
2007/2
2011/6
2011/6
2015/6
2016/6

2019/9Auditor of United Urban Investment Corporation (present)
Joined Chuo Audit Corporation
Representative Director of Kabushiki Kaisha BizNext (now known as Kaede(Important positions held outside CYBERDYNE)
Accounting Advisory Inc.) (present)
Representative Director of Kaede Accounting Advisory Inc.
Senior Partner of Akasaka Sogo Accounting Firm Co., Ltd. (now known as KaedeOutside Auditor of SG Holdings Co., Ltd.
Tax Corporation) (present)
Outside Director of Kanematsu Sustech Corporation (Audit Committee)
Outside Auditor of CYBERDYNE (present)
Auditor of United Urban Investment Corporation
Outside Auditor of SG Holdings Co., Ltd. (present)
Outside Director of Kanematsu Sustech Corporation (Audit Committee) (present)

Reason for the nomination as candidate for Audit and Supervisory Board Member
Okamura has extensive experience gained through his career as a Certified Public Accountant in both Japan and U.S., and as a company owner whoestablished and grown his own business. The Company regards him to be a qualified candidate for Outside Audit and Supervisory Board Member who
can audit Directors’ duties from an objective and fair standpoint.
Years in service as
Audit and Supervisory Board Member
10 years

11

Special interest in CYBERDYNE
None

Number of company shares owned—

(Note) 1. According to Article 427, Paragraph 1 of the Companies Act, the Company signed contracts with Yutaka Fujitani, Cees Vellekoop and Kenichiro
Okamura to limit their liability for damages as provided in Article 423, Paragraph 1 of the same act. The maximum liability for damages under thesaid contract is the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act. The said contract will be continued if theirreappointments are approved at this General Meeting of Shareholders. The Company also plans to enter into the same liability limitation contract with
Kazuaki Tanaka if his election is approved.
2.The Company has entered into a liability insurance contract with an insurance company for Directors and Audit and Supervisory Board Members as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages (defense costs, compensation for damages, andsettlement money) incurred by the insured due to claims (including shareholder representative lawsuits) filed during the insurance period against theinsured, including the Company’s Audit and Supervisory Board Members, concerning their executed duties. If each candidate is elected and assumes
office as an Audit and Supervisory Board Members, they will be insured under the relevant insurance policy. The insurance policy is scheduled to be
renewed with the same terms and conditions at the next renewal.

【For your reference】
Skills matrix of the Audit and Supervisory Board Members
Candidate
Number

Name

Type

1

KazuakiTanaka(Newly appointed)

2

YutakaFujitaniPart time3

Cees
Vellekoop

Part time

4

Kenichiro
OkamuraPart time

Full time

Businessmanagement

Risk
management

Legal

Finance/
Accounting

Auditing
experience

Global

・ ・
・
・
・ ・ ・
・ ・ ・
・
・ ・
・ ・ ・

12

Business Report (from April 1, 2020 to March 31, 2021)
All forward-looking statements included in this explanation were determined reasonable by CYBERDYNE
Inc. (the “Company”) and its group companies (collectively referred to as the “Group”) based on currently
available information for the consolidated fiscal year ended March 31, 2021 and certain assumptions madeby the Group.

1 Current status of the Group

1. Process and outcome of the business

The Group aims to realize Society 5.0/5.1, a new vision of society based on Techno-Peer Support. To realize
this society, the Group works to create an industry based on innovative Cybernics Technology capable offusing “humans” and cyberspace (virtual world)/physical space (real world).
Endeavor to create Cybernics Industry
The foundation of Cybernics Technology is the Internet of Humans/Internet of Things (“IoH/IoT”),
Robots, and AI. The technology connects various fields such as medicine, nursing-care, production, andother workplaces with households. The Group aims to create a new industry based on this technology tosolve various problems that exist in our society today. The Group’s business has a unique advantage in its
ability to access and integrate information inside the human body (such as Brain-nerve and vital systems)
and information outside the human body (such as behavioral, life, and environmental). The information
obtained will be sent to a supercomputer for analysis and AI Processing to discover innovative solutions
to social problems. The Group simultaneously works on research and development, business development,
and business alliances to establish such a system that could realize the future society of Society 5.0/5.1.
Major business lines of the Group (As of March 31, 2021)
The major business lines of the Group are as follows.
- Research, development, manufacturing and sales of Cybernics Systems for medical and long-term care field- Research, development, manufacturing and sales of Cybernics Systems for households and workplaces- Cybernics Treatment Service using Cybernics- Training Service using Cybernics

Status of business operation

13<<Effects of COVID-19 >>As of the end of the consolidated fiscal year ended March 31, 2021, the Group continues to experience shortterm impact on the revenue due to temporary suspension of on-site service in Robocare Center in Japan andtreatment service in Germany, delays for new opportunities, contracts, and shipments, especially towards
medical institutions as well as reduction of the rented units of HAL Lumbar Type for Labor Support towards
aviation industry.
On the other hand, the Group regards the changes in social structure due to the pandemic of COVID-19 to
be an opportunity for further acceleration of Cybernics Industries. Under the keywords of Remote, Home,and Digital, the Group will conduct initiatives to realize the fusion of Human + Cyber/Physical Space.

For example, while many are remaining home to prevent COVID-19 infection, some are suffering froma reduced opportunity to move their body that could ultimately lead to frailty. In April 2020, the Grouplaunched Neuro HALFIT at Home as a contact-less service that the users can practice at home. In November
2020, the Group added a feature that synchronizes data obtained from HAL to Cloud to visualize the wearers’
information of bio-electrical signals and postural information. The data can also be sent to trainers in realtime, enabling trainers to provide timely feedback and advice on workout sessions where necessary.
The Group also develops attachments for the next-generation Cleaning Robot CL02, such as disinfection
sprayers and UV disinfection unit. Since their installment to Haneda Airport in March 2020, the CL02 is
now operating in Narita Airport, public facilities, and office buildings.
<<Business operation around the medical application >>The Group continues to establish Cybernics Treatment as the global standard of treatment, a treatment
program using Medical Cybernics Systems such as HAL to induce improvement and regeneration of thefunctions of the brain, nerves, and muscles.
For Medical HAL Lower Limb Type, the Group completed a performance test for progressive
neuromuscular disease patients in Japan in November 2020. Twenty hospitals took part in the test, deliveringa total of 6,486 treatment sessions to 218 patients. The result of the test suggests very high efficacy andsafety in a clinical setting as well. Regarding the investigator-initiated clinical trial for stroke patients inJapan finished in December 2020, the result is currently analyzed. In Europe, the Company installed HAL
in three new countries, namely Spain, Switzerland, and Serbia. In the U.S., in October 2020, the U.S. Foodand Drug Administration ("U.S. FDA") acknowledged HAL's clinical efficacy and safety for stroke andneuromuscular diseases. U.S. FDA cleared HAL for those two diseases in addition to existing clearance forspinal cord injury.
The Group continues to work on the approval processes in the Asia Pacific Region ("APAC"). Following
the approval in Malaysia, the Group also received approvals in Thailand, Indonesia, Singapore, Taiwan(spinal cord injury only), and Australia for a wide range of diseases such as stroke, spinal cord injury, andneuromuscular disease.
HAL Single Joint Type was certified as a medical device for the EU in October 2019 and Japan in July
2020. In Japan, the product was covered by public health insurance in August 2020 as equipment forincreasing exercise load. The Group is now preparing to apply for medical device approval in the U.S. and
APAC countries such as Thailand, Indonesia, Taiwan, Australia, and many more.
<<Business operation around applications to support care givers and care receivers>>
The Group has developed various types of HAL, mainly for elderly users, to improve their physicalconditions, preventing frailty, and maintain independence from care.
(Business on service offered at a facility)
The Group operates 16 Robocare Centers around Japan, run by the Company subsidiaries and business
partners in each region. At Robocare Centers, Neuro HALFIT is offered as a service to induce improvementof the brain-nerve and musculoskeletal system through HAL. To improve accessibility to Neuro HALFIT,
the Group allied with Y's, Inc., a company known to be the leader in the field of chronic stage self-paid
rehabilitation. Following the alliance, the service using the Group's products is now available at facilities
operated by Y's Inc.

14

(Neuro HALFIT at Home for individual users)
The Group launched Neuro HALFIT at Home in April as a new service that enables individuals to workout at home using HAL. The Group then developed Cyberdyne Cloud and HAL Monitor in November
2020. The development allows users to obtain visual feedback on their training and receive feedback fromtheir therapists and trainers remotely. Furthermore, the Group started CYBERDYNE STORE for Neuro
HALFIT at Home as an online store to improve the accessibility of the users looking to use the service.
As of the end of March 2021, there was an accumulation of 134 contracts. The Group continues various
initiatives to gain recognition and adoption by a wider public.
<<Business operation around applications to support care givers and care receivers >>(HAL Lumbar Type for Labor Support)
The Group develops HAL Lumbar Type for Labor Support to support workers involved with heavy lifting.
This waterproof/dust-proof product reduces the stress applied on the lumbar region upon lifting. The Group
rents this type of HAL to companies in aviation, construction, and the logistics industry. Furthermore, theGroup offers the product to support people involved with recovery efforts from natural disasters. In July
2020, it was deployed to Kumamoto and Oita prefecture free of charge to support recovery efforts fromdevastating rain. It was deployed to a subsidiary of NEXCO East Group in December 2020 to support snow
removal work at Kan-Etsu Expressway. The Group plans to continue its contribution in this field.
(Autonomous navigated robots)
The Group rents next-generation Cleaning Robot CL02 equipped with cutting-edge SLAM technology tocommercial facilities, office buildings, and international airports. The Group also launched an expansion
feature, mounting disinfection functions to prevent the infection of COVID-19. The Group rents CL02 withexpansion to Haneda Airport, Narita Airport, public facilities, and office buildings. The Group commenced
a business alliance with NIPPON SIGNAL CO., LTD. in May 2020 to install CL02 to station and stationbuildings. The Group also developed an Interface Unit that enables CL02 to ride elevators automatically andstarted joint verification with TOKYU COMMUNITY CORP to test the Interface Unit from August 2020.
Status of research and development
The Group develops a palm-sized small vital sensor designed to detect arteriosclerosis and arrhythmia at an
early stage. Additional functions are being developed for this sensor to improve usability. The Group also
works on other sensing technology such as a small sensor to check electrocardiograms and photoacoustic
imaging devices to image micro-vessels in real-time.
Furthermore, the Group works on various technologies to promote independence for the elderly anddisabled people. For example, the Group develops cloth-type HAL to maintain and improve ambulatory
functions and guardian/communication robot to retain and enhance ADL (activities of daily living) byinteracting with people while acquiring vital and environmental information. The Group also develops a
personal mobility robot for users who have difficulty walking. The Group has been working on an Integrated
Cybernics System to accumulate, analyze, and AI process IoH/IoT Big Data from various Cybernics
Devices. As the first step, the Group launched Cyberdyne Cloud in November 2020.
15

The Group plans to construct a base for the innovative medical industry in Kingsky Front, Tonomachi,
Kawasaki. The Group commenced construction in December 2020 and schedules to complete construction
in February 2022.
Numbers of operating units
As of the end of March 2021, 351 units of Medical HAL Lower Limb Type were in operation worldwide,
including those used for clinical research. Out of the 351 HALs, 81 were rent to Japanese hospitals for
Cybernics Treatment. The number of Medical HAL Lower Limb Type increased mainly due to increased
rented units towards hospitals in the APAC region. 391 HAL Single Joint Type were in operation. The
number of HAL Single Joint Type increased mainly from the medical models. There were also eight units
rented to individual users.
As of the end of March 2021, adding the numbers of HAL for Well-being Lower Limb Type and HAL
for Living Support Lower Limb Type (older model), 342 were in operation. Adding the numbers of HAL
Lumbar Type for Well-being and HAL Lumbar Type for Care Support, 1,074 were in operation. Despite thedecrease in the number of operating units because of the disposal of older models that met its service life,
the total numbers increased as the contract towards individual users grew. Out of 1,074 HAL Lumbar Types,
58 were rented to individual users for Neuro HALFIT at Home.
As of the end of March 31, 459 HAL Lumbar Type for Labor Support were in operation. The numbers
declined from the previous quarter mainly due to reduction of units rented to airports. Adding the numbersof Cleaning Robot and Transportation Robot, 141 were in operation.
Results
In the consolidated fiscal year ended March 31, 2021, while the revenue from rental and sales of products
increased, revenue from training and treatment services decreased due to COVID-19, resulting in therevenue recorded at ¥1,875 million (4.6% increase year on year). The Group recorded gross profit at ¥1,283
million (1.3% decrease year on year).
Research and development expenses were recorded at ¥689 million (15.1% decrease year on year), mainly
due to new products at the Company’s own cost and consigned research projects. The Group recorded otherselling, general and administrative expenses at ¥1,471 million (10.7% decrease year on year).
Other income was recorded at ¥181 million (30.6% increase year on year), mainly from a consigned
research project, partially offset by other expenses recorded at ¥4 million (75.4% decrease year on year),resulting in the operating loss of ¥700 million (32.6% decrease year on year).
The Group recorded finance income at ¥770 million mainly due to gain from valuation difference ofinvestment securities. Furthermore, as the Group recorded gains related to CEJ Fund at ¥359 million andincome tax expense at ¥479 million from deferred tax expenses, the Group posted loss attributable to ownersof the parent at ¥59 million (61.4% decrease year on year).

16

The Company forms business and capital alliances with various startup companies that develop unique
technologies. The Company calculates the fair value of unlisted stocks of such companies using the IFRS 9
Financial Instruments. As a result, gain on valuation difference of investments securities ¥1,465 million wasrecorded as finance income and gains related to CEJ Fund. Furthermore, as the Group recorded deferred tax
expense associated with this valuation ¥502 million as an income tax expense and reclassified third-party
interest in CEJ Fund at ¥325 million, the impact of calculation of the fair value towards the quarterly profit
was ¥638 million.

2. Status of capital investments
Capital investments made in the consolidated fiscal year under review were ¥1,071 million in total. This
mostly came from the construction costs of Cybernics Innovation Base Building A at the Tonomachi
International Strategic Center (King Sky Front) in Kawasaki City, Kanagawa Prefecture.

3. Status of financing
During the consolidated fiscal year under review, there was no “financing,” “transfer of business, absorptiontype demerger or incorporation-type demerger,” “acquisition of the business of another company,” or“succession of rights and obligations related to the business of another corporation through absorption-typemerger or absorption-type demerger.”

4. Acquisition/disposal of other companies’ equity
There was no relevant item to report

5. Issues to be addressed
The Group works to create a new industry called the Cybernics Industry, which fuses Human,
Robot, and Information Systems. This industry aims to solve social problems by connecting medical
fields, elderly care, workplaces, production, and daily life with Cybernics Technology based on IoH/
IoT (Internet of Humans and Things), robots, and AI. To accelerate the creation of this industry, theGroup is simultaneously conducting research, product development, business promotion, and businesscollaboration. The Group considers the following matters as the issues to be addressed.
Initiatives towards COVID-19
COVID-19 caused paradigm-shifting changes in people’s behaviors and lifestyles. In these times, the Group’s
Cybernics Technology helps solve social issues related to COVID-19, and the Group is already providing
various solutions. For example, the Group introduced Cybernics Devices to remotely support medical
facilities currently faced with a high risk of infection. The Group also started a service for individuals thatenables them to use HAL at home. The service is helping people to prevent frailty and locomotion in these
difficult times where people are forced to stay at home to avoid the infection. The Group also developed arobot that sterilizes and disinfects on its own.
17

The robot equipped with the world’s most advanced autonomous driving technology is now operating intransportation infrastructures such as airports and train stations. The COVID-19 is expected to be contained
eventually. But regardless of the pandemic situation, the Group will continue to utilize its Cybernics
Technologies to accelerate the realization of Society 5.0/5.1, in which “Human” and “Cyber-PhysicalSpace” are fused together.
R&D activities to create innovative technologies and new industries
The Group continues to research and develop Cybernics Technologies based on IoH/IoT (Internet of Humans
and Things), robotics, and AI towards creating a new Cybernics Industry based on such technology.
The Group’s business has a unique advantage in its ability to access and integrate information inside thehuman body (such as Brain-nerve and vital systems) and information outside the human body (such as
behavioral, life, and environmental). The information obtained is connected to a supercomputer for analysis
and AI Processing. The Group will continue to conduct research and development of Cybernics Systems
through collaboration with domestic and overseas universities, research institutes, medical institutions,
government agencies, and companies. The Group will also continue to architect an integrated Cybernics
System to accumulate, analyze, and AI process IoH/IoT Big Data obtained from Cybernics Systems.
Promoting clinical trials related to Cybernics Treatment
The Group works to evaluate the efficacy and safety of Cybernics Treatment, which is a treatment that
promotes functional improvement and regeneration of the brain, nerve, and muscular systems using HAL.
Through this endeavor, the Group is promoting this new treatment as a global standard treatment. In Japan,
HAL for Medical Use Lower Limb Type was approved as a new medical device for eight neuromusculardiseases in November 2015. High efficacy and safety towards those diseases were confirmed in postmarketing performance tests completed in November 2020. As for stroke, the investigator-led clinical trial
for Medical HAL that started in September 2016 was completed in December 2020, and data analysis work
is in progress. The Group will continue to conduct various clinical trials working closely with major medical
institutions in Japan and overseas to expand the range of applicable diseases and obtain medical device
approvals for other types of HAL such as HAL Single Joint Type and HAL Lumbar Type.
Obtaining medical devices approval from each countries and region
The Group must obtain approvals and clearance from regulators in each country to promote HAL on a
global scale.
The Group received 510k clearance on HAL for Medical Use Lower Limb Type from the U.S. FDA. This
enables HAL to treat stroke and neuromuscular diseases in addition to spinal cord injuries that were clearedin 2017. The Group is investing its resources to promote the technology in the Asia Pacific. The Group
received medical device approval for a wide range of diseases in Malaysia, Thailand, Indonesia, Singapore,and Australia since October 2019 and for spinal cord injury in Taiwan. In Japan, the investigator-initiatedclinical trial for stroke was completed in December 2020. If the results are promising after the analysis, theGroup plans to submit an application for medical device approval. Also, in Japan, the Group is preparing
for an investigator-led clinical trial to treat spinal cord injury with HAL.

18

HAL for Medical Use Single Joint Type was also certified as a medical device in October 2019 for EUby TÜV Rheinland, a third-party certification organization. The Group is now preparing to obtain medical
device approvals in the United States and APAC countries for this device. The Group also received theJapanese medical device clearance for this product in July 2020.
Obtaining insurance coverage for Cybernics Treatment in each countries
The Group must work to obtain public and private insurance to promote HAL on a global scale. In Japan,
public health insurance started to cover 8 neuromuscular diseases treatment with HAL for Medical Use
Lower Limb Type in September 2016. The stroke clinical trial is complete, and the spinal cord injury trial
is under preparation. At the same time, the Group coordinates with private insurance companies such as
Daido Life Insurance, AIG Insurance, and Sompo Japan. The Group works to include the service with
HAL in their medical insurance, long-term care insurance (Daido Life), and non-life insurance policies bycollaborating with such partners. In the U.S., the Group collaborates with partner medical institutions inclinical research such as the Mayo Clinic to obtain private insurance coverage. In Germany, the treatment
of HAL is listed in the public workers’ compensation insurance and the entire treatment cost in applicable
cases. The Group is working on getting it listed in the public health insurance as well. Furthermore, few
major European private insurers cover the HAL treatment towards spinal cord injury patients in Germany
and Poland. The Group continues to hold discussions with private insurance companies to expand thisendeavor.
Strengthen services for individuals to support their independence
Japan is considered to be a hyper-aging society. According to the numbers on October 1, 2019, approximately
3,589 million people aged 65 and over (28.4% of the total population)*1. Also, according to the figures atthe end of the fiscal year 2017, approximately 628.2 million people requiring nursing care*1. Both of the
figures mentioned above are increasing every year. The Group develops various products to reduce the levelof care needed by the elderly and preventing frailty caused by the decline in physical functions due to aging.
Examples include HAL Lower Limb Type to promote the improvement of walking function. HAL Single
Joint Type for intensive training of joint movements. And HAL Lumbar Type to boost the capability of the
body trunk and lower limb.
Such products are utilized at Robocare Centers for Neuro HALFIT Program designed to improve thefunction of the brain-nerve-muscular system. The Group is increasing the number of centers available toimprove accessibility. The Group also launched Neuro HALFIT at Home in April 2020. The Group willcontinue to enhance its services to enhance the elder’s degree of independence and prevent their need for
nursing care.

19

Reinforcing the structure to accelerate the business and fostering personnels
The Group needs to strengthen its management, sales, R&D, and production systems to promote the creationof a Cybernics Industry and develop human resources that will drive the Group’s business in the future.
The Group requires its employees to have the ability to think in an exit-oriented manner, adaptability, andflexibility without being limited to their own area of responsibility. The Group also requires its employees tobecome experts in a different field if necessary to achieve the goal. To prepare for the next phase of business,
the Group will work to maintain and reinforce a strong team by accumulating human resources of diverse
expertise. The Group works to structure its organization so that employees can actively participate in theentire process from R&D to social implementation on a global basis from a cross-functional, company-wide
perspective.
Sources*1. The Cabinet Office of Japan, “Year 2020 White Paper on Aging Society”

20

6. Status of assets and income① Status of assets and income of the Group (Japanese-GAAP)
Fiscal Year 2017

Division(April 1, 2017 to March 31, 2018)

Fiscal Year 2018

Fiscal Year 2019

Fiscal Year 2020

(April 1, 2018 to March 31, 2019)(April 1, 2019 to March 31, 2020)(April 1, 2020 to March 31, 2021)

Net sales(Millions of Yen)

1,726

Ordinary loss*(Millions of Yen)

(688)

–
–

Net loss attributable to
CYBERDYNE, Inc.

(Millions of Yen)

(591)

–

–

–

–
–
–
–

–
–
–
–

–
–
–
–

Net loss per share(Yen)(2.75)

Total assets(Millions of Yen)

46,338

Net assets(Millions of Yen)

45,630(Yen)

212.04

Net assets per share

–
–

–
–

*Income/loss before income tax without extraordinary income/loss, also called “pre-tax income” or “ordinary profit”② Status of assets and income of the Group (International Financial Reporting Standards : IFRS)Fiscal Year 2017

Division

Fiscal Year 2018

(April 1, 2017 to March 31, 2018)(April 1, 2018 to March 31, 2019)

Fiscal Year 2019

Fiscal Year 2020

(April 1, 2019 to March 31, 2020)(April 1, 2020 to March 31, 2021)

Revenue(Millions of Yen)

1,728

1,709

1,792

1,875

Operating loss

(Millions of Yen)

(659)

(830)

(1,039)(700)

Loss attributable toowners of parent(Millions of Yen)

(673)

(632)

(152)

(59)

Net loss per share(Yen)(3.13)(2.94)(0.71)(0.27)(Millions of Yen)

46,59845,74647,808

48,119(Millions of Yen)

45,69844,21744,26843,776(Yen)

212.53205.50205.71203.39Total assets
Equity attributable toowners of parent
Equity attributable toowners of parent per share(Note)The Group adopts International Financial Reporting Standard (IFRS) from the consolidated financial statements and the Annual Securities Report for the fiscal
year ended March 31, 2018.

21

③ Status of assets and income of the Company
Fiscal Year 2017

Division
Net sales

Fiscal Year 2018

Fiscal Year 2019

Fiscal Year 2020

(April 1, 2017 to March 31, 2018)(April 1, 2018 to March 31, 2019)(April 1, 2019 to March 31, 2020)(April 1, 2020 to March 31, 2021)

1,542

1,530

1,595

1,663

(Millions of Yen)

Ordinary loss*(Millions of Yen)

(624)

(734)

(615)

(521)

Net loss(Millions of Yen)

(529)

(1,906)

(849)

(527)

(Yen)

(2.46)(8.86)(3.95)(2.45)

Total assets

Net loss per share(Millions of Yen)

46,45844,74043,89943,295

Net assets(Millions of Yen)

45,84344,02043,16742,708(Yen)

213.09204.52200.56

198.43

Net assets per share*Income/loss before income tax without extraordinary income/loss, also called “pre-tax income” or “ordinary profit”

7. Status of the parent and notable subsidiaries (as of March 31, 2021)① Parent
There are no items to report.
② Subsidiaries
Name

Capital

Ownership ofvoting rights (%)

Major business lines(Outside of Japan)
Cyberdyne Care Robotics GmbHCYBERDYNE USA Inc.

€25,000

100.0%

Business related to Cybernics Treatment services with HAL

US$ 1,100,000

100.0%

Management and acceleration of the Company's business in the U.S.

(Within Japan)
Suzuka RoboCare Center Co., Ltd.

¥3 Million

100.0%

Training service with HAL

Shonan RoboCare Center Co., Ltd.

¥3 Million

100.0%

Training service with HAL

Oita RoboCare Center Co., Ltd.

¥3 Million

100.0%

Training service with HAL

CEJ Capital, Inc.

¥25 Million

60.0%Management and operation of Cybernics Excellence Japan Fund 1 Investment
Limited Partnership¥3,960 Million

60.0%*

Investment fund-related businesses aimed at creating the Cybernics Industry

Cybernic Excellence Japan Fund 1
Investment Limited Partnership*Including shares held indirectly

8. Major business lines (as of March 31, 2021)

Please refer to section 1 “Process and Outcome of the business”.

22

9. Main offices and factories (as of March 31, 2021)
Division

The Company

Subsidiaries (Outside Japan)(Within Japan)

Name

Location

Head Quarters

Tsukuba, Ibaraki, Japan

Tsukuba Robocare Center

Tsukuba, Ibaraki, Japan

Next-generation multipurpose robotized production facility (Fukushima Office)

Koriyama, Fukushima, Japan

Cyberdyne Care Robotics GmbH

Bochum, North Rhine-Westphalia, Germany

CYBERDYNE USA Inc.

California, USA

Shonan RoboCare Center Co., Ltd.

Fujisawa, Kanagawa, Japan

Nagoya RoboCare Center Co., Ltd.100.0%

Nagoya, Aichi, Japan

Suzuka RoboCare Center Co., Ltd.

Suzuka, Mie, Japan

Oita RoboCare Center Co., Ltd.

Beppu, Oita, Japan

CEJ Capital, Inc.

Tsukuba, Ibaraki, Japan

Cybernic Excellence Japan Fund 1 Investment Limited Partnership

Shibuya, Tokyo, Japan

10. Status of employees (as of March 31, 2021)① Status of employees in the Group (as of March 31, 2021)
Number of employees

Change from previous fiscal year

96 members(44 members)

Increase of 1 member(Decrease of 12 members)(Notes) 1.The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the number of Membersof the Board of Directors that also hold positions as Company employees or dispatch workers sent from a temp agency.
2. The number of contract employees is stated in the brackets (). This number includes part-time workers but excludes those who work in the Group as
second jobs.
3. Since the Group is involved in a single segment of business related to robots. As such, information on employees in each segment is omitted.

② Status of employees in the Company (as of March 31, 2021)
Number of employees

Change from previous fiscal year

Average age

Change from previous fiscal year

81 members(39 members)

Increase of 3 member(Decrease of 8 members)

43.5 years old

6.3 years(Notes) 1.The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the number of Membersof the Board of Directors that also hold positions as Company employees or dispatch workers sent from a temp agency.
2. The number of contract employees is stated in the brackets (). This number includes part-time workers but excludes those who work in the Group as
second jobs.

23

2 Matters regarding the Company shares

1. Status of shares (as of March 31, 2021)
Class

Total number of authorized shares

Total number of shares issued

Number of shareholders

Common Share

618,300,000 shares
77,700,000 shares

137,445,809 shares

82,646 shareholders

77,700,000 shares

3 shareholders

Class B Share

2. Major shareholders (as of March 31, 2021)
Name of shareholder

Number of shares held (shares)

Shareholding ratio (%)

Yoshiyuki Sankai

Common ShareClass B Share

3,042,000
77,696,000

37.52

Daiwa House Industries Co., Ltd.

Common Share

30,000,000

13.94

RBC IST 15 PCT LENDING ACCOUNT-CLIENT ACCOUNT

Common Share

6,749,600

3.13

GCAS BANA LONDON US CLIENTries (Outside Japan)

Common Share

3,730,647

1.73

THE BANK OF NEW YORK, NON-TREATY JASDEC ACCOUNT

Common Share

2,609,350

1.21

The Nomura Trust & Banking Co., Ltd. (Investment Trust Account)

Common Share

2,200,600

1.02

The Master Trust Bank of Japan. Ltd. (Trust Account)

Common Share

1,170,400

0.54

SBI SECURITIES Co., Ltd.

Common Share

1,148,396

0.53

BBH FOR GLOBAL X ROBOTICS AND ARTIFICIAL INTELLIGENCE ETF Common Share

791,635

0.36

Matsui Securities Co., Ltd.

690,200

0.32

Common Share(Notes) The treasury stock (8,771 Common Shares) was excluded from the calculation of the shareholding ratio.

3. Matters regarding stock acquisition rights
Information regarding stock acquisition rights is posted on the Company’s website pursuant to the related law,regulations and Article 22 of the Company’s Articles of Incorporation.
https://www.cyberdyne.jp/english/company/IR.html

24

3 Members of the Board of Directors and Members of theBoard of Members of the Audit and Supervisory Board

1. Status of Directors and Audit and Supervisory Board Members (as of March 31, 2021)
Title

Name

Role at CYBERDYNE and other important positions held outside the Company
Head of Research and Development Department at CYBERDYNE
Professor of Engineering, Information and Systems, University of Tsukuba
Executive Research Director of the Center for Cybernic Research, University of Tsukuba
Director of R&D Center for Frontiers of MIRAI in Policy and Technology, University of Tsukuba
Director of CYBERDYNE USA Inc.
Director of Cyberdyne Care Robotics GmbH
Head of Corporate Department at CYBERDYNE
Director of Cyberdyne Care Robotics GmbH
President and CEO of CEJ Capital, Inc.
Head of Sales Department at CYBERDYNE
Director of CYBERDYNE USA Inc.
Director of MOVETEX Kabushiki Kaisha

President and CEO

Yoshiyuki Sankai

Director

Shinji Uga

Director

Yoshihiro Yasunaga

Director

Hiroaki Kawamoto

Director

Kinichi Nakata

Director

Kazumasa Yoshida

Director

Hikari Imai

Full-time
Audit and Supervisory Board Member

Yutaka Fujitani—

Audit and Supervisory Board Member

Cees Vellekoop—

Audit and Supervisory Board Member

Kenichiro Okamura

Representative Director of Kaede Accounting Advisory Inc.
Outside Auditor of SG Holdings Co., Ltd.
Outside Director of Kanematsu Sustech Corporation (Audit Committee)
Auditor of United Urban Investment Corporation

Audit and Supervisory Board Member

Kazuro Kawamata—

Associate Professor of Engineering, Information and Systems, University of Tsukuba
Lecturer at Nihon University School of Medicine
Outside Director of Onkyo Corporation
Outside Director of Freebit Co., Ltd.
Outside Director of Mynavi Corporation
Outside Director of PACIFIC METALS CO., LTD.
Director and Chairman of 3DM Inc.
Outside Director of GPSS Holdings Inc.
Chairman of the Keiaikai Medical Foundation
Outside Director of the SHIMACHU Co., Ltd.

(Note) 1. Kinichi Nakata, Kazumasa Yoshida, and Hikaru Imai are Outside Directors.
2. Yutaka Fujitani, Cees Vellekoop, Kenichiro Okamura, and Kazuro Kawamata are Outside Audit and Supervisory Board Members.
3. Yutaka Fujitani and Kazuro Kawamata have many years of business experience in financial institutions. The Company regards them to have considerable
knowledge of finance and accounting.
4. Cees Vellekoop was a lawyer in England, Wales, Netherlands and was also registered as a foreign legal consultant at Allen & Overy Gaikokuho Kyodo
Jigyo Horitsu Jimusho. Although he has forfeited all of the licenses mentioned above, the Company regards him to have considerable knowledge oflegal matters.
5. K enichiro Okamura is a certified public accountant in both Japan and in the U.S. The Company regards him to have considerable knowledge of financeand accounting.
6. According to the Tokyo Stock Exchange regulations, the Company has designated Kinichi Nakata, Kazumasa Yoshida, Hikaru Imai, Yutaka Fujitani,
Kenichiro Okamura, and Kazuro Kawamata as independent officers. The Company has notified the Exchange of the designation mentioned above.
7. I mportant positions of the officers held outside of the Company are stated in the table above. There is no special relationship between the Company andthe companies where they hold concurrent positions.

25

2. Outline of the contract to limit the liability
According to Article 427, Paragraph 1 of the Companies Act, the Company signed contracts with
Directors (excluding Directors in charge of business execution) and each Audit and Supervisory Board
Members to limit their liability for damages as provided in Article 423, Paragraph 1 of the same act.
The maximum amount of liability for damages under this contract is the minimum liability amountstipulated in law and regulations.
3. Outline of the liability insurance policy for the officers
The Company has entered into a liability insurance contract with an insurance company for
Directors and Audit and Supervisory Board Members as stipulated in Article 430-3, Paragraph 1 of
the Companies Act. The contracts cover Directors and Audit and Supervisory Board Members of theCompany and its subsidiaries. The insured does not bear any insurance premiums. The insurance policy
covers damages (defense costs, compensation for damages, and settlement money) incurred by the
insured due to claims (including shareholder representative lawsuits) filed during the insurance period
against the insured concerning their executed duties. The insurance policy is scheduled to be renewedwith the same terms and conditions at the next renewal.
4. Remuneration for Directors and Audit and Supervisory Board Members① Total amount of remuneration for the fiscal year under review
Position

Total amount of remuneration(Millions of yen)

Directors(Outside Directors)
Audit and Supervisory Board Members(Outside Audit and Supervisory Board Members)
Total Remuneration(Remuneration for Outside Officers)

51
(7)
13
(13)
64
(20)

Total amount by each types of remuneration (Millions of yen)Non-monetary
Basic
Performance based
Remuneration
Remuneration
Remuneration
51
—
—
(7)
(—)
(—)
13
—
—
(13)
(—)
(—)
64
—
—
(20)
(—)
(—)

Number of eligible
officers (person)
7
(3)
4
(4)
11
(7)

② Resolutions at the General Meeting of Shareholders regarding the remuneration of Officers
The maximum monetary remuneration for Directors was resolved to be ¥100 million per year at the
2nd Ordinary General Meeting of Shareholders held on May 31, 2006. The number of Directors at
the time was five, and none of them were Outside Directors.
The maximum remuneration for Audit and Supervisory Board Members was resolved to be
Corporate Auditors is ¥50 million per year at the 3rd Ordinary General Meeting of Shareholders heldon June 28, 2007. The number of Audit and Supervisory Board Members at the time was three, andall of them were Outside Audit and Supervisory Board Members.

26

③ Policy for determining the remuneration for Directors and Audit and Supervisory Board Members
The Company's Board of Directors resolved on a policy concerning determining the remunerationof each Director at a meeting held on July 23, 2019. The Company consulted with the Remuneration
Committee regarding the proposal before the resolution.
The Board of Directors also confirmed that operation concerning remuneration was carried out
according to the resolution at the Board Meeting and correctly reflected the opinions from theRemuneration Committee.
The policy on the remuneration for each individual Director was resolved as follows.
The Directors, excluding Outside Directors, will receive a fixed amount of basic remuneration,
taking into consideration the scale and responsibility of the duties of each Director. At this point,
the Company has not reached a decision on performance-linked remuneration or non-monetary
remuneration. However, the Company will consider those options if the Company turns profitable oraccording to the achievement of medium- to long-term performance. Outside Directors are paid only
a fixed amount of basic remuneration due to the nature of their role and independence.

27

5. Activities of Outside Officers during the fiscal year under review
Title

Name

Directors
Kinichi Nakata

Kazumasa
YoshidaHikari Imai
Audit andSupervisory
Board
Yutaka Fujitani
MemberCees Vellekoop

Kenichiro
OkamuraKazuroKawamata

Attendance, remarks, and summary of duties performed
concerning the roles expected of Outside Officers
Nakata attended 8 out of 12 Meetings of the Board of Directors held during the fiscal year
under review. He proactively expressed his opinions from his perspective as a Doctor at the
Meeting of the Board of Directors. He fulfilled his duty to ensure appropriate and sounddecision-making by providing supervision and advice, especially on healthcare.
Yoshida attended all 12 Meetings of the Board of Directors held during the fiscal year
under review. He proactively expressed his opinions based on his career in corporate
management at the Meeting of the Board of Directors. He fulfilled his duty to ensure
appropriate and sound decision-making by providing supervision and advice, especially on
global management strategies and planning.
Imai attended all 12 Meetings of the Board of Directors held during the fiscal year underreview. He proactively expressed his opinions based on his career in corporate management
at the Meeting of the Board of Directors. He fulfilled his duty to ensure appropriate andsound decision-making by providing supervision and advice, especially on capital markets
and M&A.
Fujitani attended all 12 Meetings of the Board of Directors and all 14 Meetings of the
Audit and Supervisory Board held during the fiscal year under review. He made statements
to ensure the appropriate decision-making based on his experience gained at financial
institutions and audit corporations. He also made necessary statements at the Meetings of
the Audit and Supervisory Board.
Vellekoop attended all 12 Meetings of the Board of Directors and all 14 Meetings of the
Audit and Supervisory Board held during the fiscal year under review. He made statements
to ensure the appropriate decision-making based on his experience gained through his career
as a lawyer. He also made necessary statements at the Meetings of the Audit and Supervisory
Board.
Okamura attended all 12 meetings of the Board of Directors and all 14 Meetings of the
Audit and Supervisory Board held during the fiscal year under review. He made statements
to ensure the appropriate decision-making based on his experience gained through his
career as a certified public accountant. He also made necessary statements at the Meetingsof the Audit and Supervisory Board.
Kawamata attended all 12 Meetings of the Board of Directors and all 14 Meetingsof the Audit and Supervisory Board held during the fiscal year under review. He madestatements to ensure the appropriate decision-making based on his experience gained atfinancial institutions. He also made necessary statements at the Meetings of the Audit andSupervisory Board.

28

4 Matters related to Accounting Auditor

1. Name of the Accounting Auditor
Deloitte Touche Tohmatsu LLC

2. Fee for the Accounting Auditor
Items

Amount of remuneration

Amount of remuneration for accounting audit within this fiscal year

¥30 Million

Total amount of money and property benefits to be paid to the Accounting Auditors by the Company and its subsidiaries¥34 Million(Note) In the audit contract between the Company and the Accounting Auditor, remuneration for audits based on the Companies Act and on the Financial Instruments andExchange Act are not separated, nor can they be effectively separated. As such, the total amount of remuneration is stated in the table above.

3. Reasons for the Audit and Supervisory Board to accept the fee for the Accounting Auditor
The Audit and Supervisory Board agreed with the fee for the Accounting Auditor in accordance to the Companies Act
Article 399-1, after examining the appropriateness of its audit plan and number of audit hours and its performance in theprevious fiscal year in line with the “Practical Guidelines Regarding Cooperation with Accounting Auditors” publishedby the Japan Audit & Supervisory Board Members Associations.

4. Policy regarding decisions to dismiss or not to reappoint the Accounting Auditor
Suppose the Accounting Auditor falls under any grounds outlined in Article 340, Paragraph 1 of the Companies Act.
In this case, the Audit and Supervisory Board Member shall dismiss the Accounting Auditor subject to unanimous
consent. If they determine the dismissal, a member selected by the Audit and Supervisory Board shall report thedismissal and its reasons at the first General Meeting of Shareholders to be convened after the event.
The Audit and Supervisory Board shall consider the status of the Accounting Auditor’s performance, the qualityof the audit, and other factors in a comprehensive manner. The Board of Directors can propose the dismissal or nonreappointment of the Accounting Auditor to the General Meeting of Shareholders based on such determination.

29

5

Systems to ensure the appropriateness of the business
operations and implementation status of the systems
Based on relevant laws and Article 22 of the Company’s Article of Incorporation, systems to ensure theappropriateness of the business operation and implementation status of the system are posted on the Company website.
https://www.cyberdyne.jp/english/company/IR.html

30

Consolidated financial statements
Consolidated statement of financial position (as of March 31, 2021)
Items

Unit : Millions of yen

Amount

Items

AssetsLiabilities

Current assets

Current liabilities

Cash and cash equivalents

6,704

Trade and other receivables

352

Other financial assets

19,007

Inventories

808

Other current assets

350

Total current assets

27,220Non-current assets
Operating lease assets
Property, plant and equipment

AmountTrade and other payables

268

Bonds and borrowings

31

Lease liabilities

61

Other current liabilities

276

Total current liabilities

635

Non-current liabilities
Bonds and borrowings
Third-party interests in CEJ Fund

49
2,429

Lease liabilities

280

Provisions

93

Deferred tax liaibilites

847

Total non-current liabilities

3,697

Total liabilities

4,332

475

Equity12,206

Share capital

10

Right of use asset

337

Capital surplus

42,861

Goodwill

57

Treasury shares(0)Intangible assets

38

Other components of equity(1,272)

Investments accounted for using
equity method

454

Retained earnings

2,177
43,776

Other financial assets

7,271

Total equity attributable toowners of the parent

Other non-current assets

61

Non-controlling interests

Total non-current assets

20,898

Total equity

43,786

Total assets

48,119Total liabilities and equity

48,11910

Rounded down to the closest millions of yen

31

This is an English translation of financial statements as well as notes to financial statements,
originally in Japanese. Japanese original were audited by Deloitte Touche Tohmatsu LLC.

Consolidated statement of profit or loss (as of March 31, 2021)
Items

Unit : Millions of yen
AmountRevenue

1,875

Cost of sales(591)

Gross profit

1,283

Selling, general and administrative expenses
Research and development expenses
Other selling, general and administrative expenses
Total selling, general and administrative expenses(689)(1,471)(2,160)

Other income

181

Other expenses(4)

Operating profit (loss)(700)

Finance income

770

Finance costs(2)

Gains related to CEJ Fund

359

Share of profit (loss) of investments accounted for using equity method(18)

Profit (loss) before tax

408

Income tax expense(479)

Profit (loss)(71)

Profit (loss) attributable to
Owners of parent(59)

Non-controlling interests(12)

Profit (loss)(71)

Rounded down to the closest millions of yen

This is an English translation of financial statements as well as notes to financial statements,
originally in Japanese. Japanese original were audited by Deloitte Touche Tohmatsu LLC.

32

Non-consolidated financial statements
Non-consolidated balance sheet (as of March 31, 2021)
Items
AssetsI Current assets
Cash and cash equivalents
Accounts receivable-trade
Securities
Merchandise and finished goods
Work in process
Raw materials
Accounts receivable-other
Other
Allowances for doubtful accounts
Total current assets
II Non-current assets
Property, plant and equipment
Buildings, net
Structures, net
Machinery & equipment, net
Vehicles & delivery equipment, net
Tools, furniture & fixtures, net
Rental assets, net
LandConstruction in progress
Total property, plant and equipment
Intangible assets
Patents
Software
Other
Total intangible assets
Investments and other assets
Bonds of affiliated companies
Investment securities
Shares of affiliated companies
Investments in capitals ofsubsidiaries and associates
Long-term prepaid expenses
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

33

Amount4.435
400
19,999
206
30
569
6
299
(3)
25,941

676
20
2
2
214
469
9,872
1,254
12,510
2
27
7
36
53
2,888
766
931
80
180
(91)
4,807
17,35343,295I Current liabilities

Unit : Millions of yen

Items
Liabilities

AmountAccounts payable- trade69

Accounts payable - otherAccured expenses
Unearned revenue
Income taxes payable
Other
Total current liabilities

172
10
122
5
82
460

II Non-current liabilities
Deferred tax liaibilites
Asset retirement obligations
Total non-current liabilities
Total liabilities
Net assets

47
79
127
587

I Shareholders' equity
Capital stock
Capital surplus
Capital reserve
Other capital surplus
Total capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Retained earnings brought forward
Total Retained earnings
Treasury shares
Total shareholders' equity

10
26,714
16,413
43,128
0
(527)
(526)
(0)
42,611

II Valuation & Translation Adjustments
Valuation differences on available-for-sale securities
Total valuation & translation adjustments

78
78

III Stock Acquisition Rights

19

Total net assets
Total liabilities and equity

Rounded down to the closest millions of yen
This is an English translation of financial statements as well as notes to financial statements,
originally in Japanese. Japanese original were audited by Deloitte Touche Tohmatsu LLC.

42,70843,295

Non-consolidated statement of profit or loss (as of March 31, 2021)
Items

Unit : Millions of yen
AmountNet sales

1,663

Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit (loss)

483
1,180
1,957
(777)

Non-operating income
Interest income

21

Subsidy income

6

Consigned research income

96

Outsourcing service fee

153

Other

59

Total non-operating income

337

Non-operating expenses
Loss on investments in capital

76

Other

4

Total non-operating expenses

81

Ordinary profit (loss)*(521)

Profit (loss) before provision of income tax(521)

Income taxes - current

5

Income taxes - deferred(0)

Total income taxes

5

Net profit (loss)(527)

Rounded down to the closest millions of yen

This is an English translation of financial statements as well as notes to financial statements,
originally in Japanese. Japanese original were audited by Deloitte Touche Tohmatsu LLC.

34

Audit report by Audit and Supervisory Board
Audit Report
The Audit and Supervisory Board Members reported the method of audit and the result concerning the performance of Directors during
the 17th business year (from April 1, 2020, to March 31, 2021). The board prepared this Audit Report after deliberation.
1. Method of audits by the Audit and Supervisory Board and each of its members and its scope(1) The Audit and Supervisory Board established the audit policies and determined its assignment of duties. Each Audit andSupervisory Board Member then reported its status and audit results. The Audit and Supervisory Board also received reports from
Directors and Accounting Auditors regarding their business execution and requested an explanation as necessary.
(2) Based on the Auditing Standards established by the Audit and Supervisory Board, audit policies, and assignment of duties, each
Audit and Supervisory Board Members gathered information and prepared a necessary environment for their work. This wasdone by communicating with Directors, the Internal Audit Office, and other employees directly or via the internet. The Audit andSupervisory conducted audits using the following methods.

① The Audit and Supervisory Board Members attended the Meeting of the Board of Directors and other important meetings toreceive reports on the status of their business execution and requested an explanation as necessary. The Audit and Supervisory
Board Members also examined essential documents that were approved to inspected the situation of the corporate affairs andassets at the headquarters. Audit and Supervisory Board Members also communicated with Directors of the subsidiaries toexchange information and received reports as necessary.
② The Audit and Supervisory Board Members received reports from the Directors, employees on the progress of the internal control
system and its operation status and requests for explanations as necessary. The internal control system is essential to ensure that
Directors’ business execution complies with the law and the Articles of Incorporation of the Company. The need to develop sucha system is stipulated in Enforcement Regulations of the Companies Act Article 100, Paragraphs 1 and 3.
③ The Audit and Supervisory Board monitored and verified whether an Accounting Auditor maintained its independence from theCompany and conducted its audit appropriately. The members also received a report from the Accounting Auditor on their businessexecution and requested explanations as necessary. The Audit and Supervisory Board was notified of the system structured by
the Accounting Auditor to ensure that their duty is conducted appropriately (as listed in Article 131 of the Company Accounting
Regulations). The Accounting Auditor designed the system according to the Quality Control Standards for Audits (BusinessAccounting Council, October 28, 2005). The Audit and Supervisory Board Members requested explanations as necessary.

Based on the methods described above, Members of the Audit and Supervisory Board examined the following documents related
to the fiscal year under review:a) The business report and its annexed specifications.
b) The consolidated financial statements (the consolidated statement of financial position, the consolidated statement of profit orloss, the consolidated statements of changes in equity, and the related notes).
c) The non-consolidated financial statements (the non-consolidated balance sheet, the non-consolidated statement of profit or loss,
the non-consolidated statement of changes in equity, and the related notes)

35

2. Results of audit(1) Results of audit on business report, etc.
① We acknowledge that the business report and the annexed specifications fairly present the Company's status and comply withthe applicable laws and regulations and the Company's Articles of Incorporation.

② We acknowledge that no misconduct or material fact constituting a violation of any law or regulation or the Articles ofIncorporation of the Company was found concerning business execution of the Directors.
③
We acknowledge that the Board of Directors' resolutions concerning the internal control systems were appropriate.
We did not find a need to correct the descriptions of the internal control statement in the business report or the Directors'
business execution.
(2) Results of audit on consolidated financial statements
 e acknowledge that the methods and results of the audit performed by the Accounting Auditor, Deloitte Touche Tohmatsu
W
LLC, were appropriate.
(3) Results of audit on non-consolidated financial statements and the annexed specifications
 e acknowledge that the methods and results of the audit performed by the Accounting Auditor, Deloitte Touche Tohmatsu
W
LLC, were appropriate.
May 25, 2021

CYBERDYNE Inc. Audit and Supervisory Board
Yutaka Fujitani

Seal

Outside Audit and Supervisory Board Member

Cornelis Vellekoop

Seal

Outside Audit and Supervisory Board Member

Kenichiro Okamura

Seal

Outside Audit and Supervisory Board Member

Kazuro Kawamata

Seal

Full-time Outside Audit and Supervisory Board Member

36Guide map to the venue of the Ordinary General Meeting of Shareholders
Chuo Koen Mae

South 2
ParkingP
A3 ExitP

Tsukuba Station

North 1
Parking

Tsukuba Center
Bus Terminal

Tsukuba Station West

Hotel Nikko
TsukubaDaiwa Roynet
Hotel Tstukuba

PSouth 1
Parking

MOG
Oshimizu Koen Mae

Tsukuba Cleo
SquareDate : June 24, 2021 (Thu) 11am
Venue : NOVA HALL, LARGE HALL
1-10-1 Azuma, Tsukuba, Ibaraki, JapanNOVA HALL

South 3Parking
Mitsui
Building

P

Access
By train
Tsukuba Express (Tsukuba Station)
walk 3 min from the A3 Exit
By Highway Bus"Tsukuba Go Bus" Yaesu South exit [Tokyo Station]
walk 3 min from [Tsukuba Center Station]

Front entrance of NOVA HALL
when approaching from A3 Exit

By car
1. Exit at Sakura Tsuchiura Interchange of Joban expressway and head towards Sakura/Tsukuba Science City
2. Turn right at the second crossing with a footbridge (Sasagi) and head north along Higashi-Odori for 3km
3. After the two-lane road turns to a three-lane road, take the 3rd crossing (Gakuen-Higashi) to the left
4. The building you will see on the far right at the 2nd crossing point (Oshimizu Koen Mae) is the NOVA HALL

37

*Please use the pay parking nearby (CYBERDYNE is unable to provide any discount for the parking)