Annual Report 2023

Pioneering the future withCYBERNICS

Please read before you read the content
Many of the statements included in this annual report contain forward- looking
statements and information such as forecasts, plans and targets. CYBERDYNE
Inc. (the “Company”) bases these statements on beliefs as well as assumptions
made using information currently available to the Company. As these statements
reflect the Company’s current views concerning future events, these statements
involve risks, uncertainties and assumptions. The actual future performance of
the Company, its consolidated subsidiaries and its affiliates accounted for by theequity method (the “Group”) could differ materially from these forward-looking
statements.
Furthermore, text related to medical products (including products currently
under development) and Neuro HALFIT is not intended as a advertisement or
medical advices.

Editorial policy
The Company published this annual report to present how it targets to continue
generating value for sustainable growth. In order to utilize the report as acommunication tool with many stakesholders, it was presented with charts andphotos, and the Company strive it to make it easy to read and understand.
In addition, the Company adopted the International Financial ReportingStandards (IFRS) from the year ended March 31, 2018. Unless otherwise noted,
information in this annual report is based on IFRS.
The following are trademarks registered by CYBERDYNE in Japan. Some arealso registered in other regions. In this annual report trademarks are statedwithout the R mark.

Trademarks

The following are trademarks of CYBERDYNE in Japan. Some are also registered in otherregions. In this annual report trademarks are stated without the TM or R mark.
"CYBERDYNE" registered trademark No. 5164351 No.5172034 No.5403306"HAL" registered trademark No.5300686 No.5302317 No.5924213"Neuro HALFIT" registered trademark No.6332846"Techno Peer Support" registered trademark No.5813772"Cybernics Treatment" registered trademark No.5986327"Wearable Cyborg" registered trademark No.6291786"IoH/IoT" registered trademark No.6074269

Scope of this report
Fiscal year ended March 31, 2023 (April 1, 2022 to March 31, 2023)• Information available as of September, 2023 may also be included• When the applicable period and scope differ from the aforementioned period, it will be statedclearly
OrganizationCYBERDYNE Inc. and its consolidated subsidiaries (the "Group")I Challenges for the future
President and CEO of CYBERDYNE

Yoshiyuki Sankai (Ph.D. in Engineering)
Yoshiyuki SANKAI earned a Ph.D. in Engineering from University of Tsukuba in Japan in 1987.
He has progressed from being a research fellow at the JSPS to assistant professor, associate
professor, and then professor at the Graduate School of Systems and Information Engineering,
University of Tsukuba. Dr. Sankai was also a visiting professor at Baylor College of Medicine in
Houston, Texas in the United States. Currently, he is a professor, the Executive Research Director
at the Center for Cybernics Research and the Director at the F-MIRAI for the University of Tsukuba,
the President and CEO of CYBERDYNE Inc., and a Program Director of SIP for the Cabinet Office of
the Government of Japan.
He successively held the position of Leader/PM for the FIRST program and ImPACT program,
both initiated by the Japanese Cabinet Office, and the Business producer of the Program for
Building Regional Innovation Ecosystem by MEXT. He also served as an Executive Board Memberof Advanced Robotics, a member of Global Agenda Council on Robotics & Smart Devices, a Center
Partner of the Center for the Fourth Industrial Revolution, a member of the Global Future Councilof Production, and a member of the Global Precision Medicine Council of the WEF. Now, he is afellow of the Robotics Society of Japan (“RSJ”) and the Society of Instrument and Control Engineers(“SICE”). And he is also appointed as an International Fellow of the Royal Swedish Academy ofEngineering Sciences (“IVA”).
【Main awards associated with Yoshiyuki SANKAI】
The 2005 World Technology Award (the Grand Prize)（2005）, the Good Design Award (the Gold
Prize) , the Japan Innovator Award (the Award of Excellence)（2006）, the Minister of Economy,
Trade and Industry Award（2007）, the 21st Century Invention Award at the National Invention
Awards, “Development of Cyborg-type Robot Technology”（2009）, the NetExplorateurs at UNESCO
Headquarters（2011）, the Capek Award（2012）, the 2014 Technology Pioneer at the World Economic
Forum（2013）, the 2014 Edison Awards Gold Award, the DealWatch Awards 2013, the IPO of theYear at the Thomson Reuters（2014）, the Zaikai Business Leader of the Year Award (2015), the DIA
Japan Outstanding Contribution to Health Award, the Robot Award - Ministry of Health Labour andWelfare Award (2016), the Prime Ministers Award (the Nippon Venture Award)(2017), the Medal of
Honor with Purple Ribbon（2019）, the Intellectual Property Achievement Awards (the Minister of
Economy Trade and Industry Awards) (2020), etc.

1

Realizing Techno Peer Support Society
Humans have created technology, lived with technology, and evolved with technology.
From hunter-gatherer societies, agricultural societies, industrial societies, and now to theinformation society, technology has brought about social change.

In the face of unprecedented challenges such as the declining birthrate, aging population,and the need for nursing care, we are driving efforts to realize a "Techno Peer Support Society"in which people and technology coexist and mutually support each other by promoting
innovation that leaves no one behind.

2What is Cybernics
Cybernics is a new field that fuses brain/neuroscience, AI, robotics, information, behavioral
science, psychology, law, ethics, and management.

Cybernics is capable of handling "human" and "Cyber Physical space" in an integrated manner.

3

Integrated Cybernics System
Cyberdyne is working to create a Cybernics Industry for people and society, focusing on medicalcare, welfare, lifestyle, workplace, and production by realizing physical and informational
interaction with "Human" to solve various problems of an aging society with a super low birthrate.

We will build an integrated Cybernics System and realize the fusion of “Human" and "Cyber
Physical Space" as part of this effort.

4

Business development in a fusion space of "Human" + "Cyber Physical space"
Cybernics Technology can handle "Human" + "Cyber Physical space" in an integrated manner.
The Group aims to deploy this technology in different fields to take down the wall between them,

Cybernics Technology will enable user to track the information of themself at all time, no matter
where they are.

5

C-Startup
C-Startup is an innovation ecosystem for the creation of the Cybernics Industry. C-Startup
supports startups and entrepreneurs who aspire to create new industries to solve social problems
by providing technical advice from Yoshiyuki Sankai and business support through financing, etc.,
by CYBERDYNE and CEJ Fund.

Through this ecosystem, we aim to create a Techno Peer Support Society where humans andtechnology support each other through a virtuous innovation spiral by integrally handling innovativetechnologies for people and society, the creation of new industries, and the support of startup
companies/entrepreneurs. We aim to realize "Society5.0/5.1" and achieve social and industrial
transformation by creating a Cybernics Industry.

6Cybernics Medical Innovation Base
Cybernics Medical Innovation Base is a new facility of Cyberdyne that was established in thenational strategic zone nearby Haneda International Airport. While Cybernics Treatment was
already proved to be effective, for patients in severe conditions, combination with cutting-edge
biological technology could be promising.

This facility is equipped with new-gen robotic bioreactors and environment need for biological
technology companiees. By working in a office closeby from such companies, the facility aims toencourage collaborations between companies to mix knowledge of medicine, biology, AI, robot andinformation systems.

7

Business structure
CYBERDYNE currently rents products to corporations and provides services to individuals,
including functional improvement services at our centers and in-home services.

The balance between rental and service became roughly the same. CYBERDYNE sets target to
30% to 40% for its compound average growth rate.

*1 Includes revenue from sales and maintenances*2 Includes revenue from rental

8Outlook to achieve operating profitability
CYBERDYNE has yet to achieve operating profitability. However it is striving to achieve it as quickly
as possibly.

Factors contributing the increase in operating loss and key points to achieve operating profitability
are stated below.

9Motion principle
treatment, the device can
HAL is said to be the world's first Wearable Cyborg.When used forfrom the wearer's braintion
informainduce functional regeneration. HAL is capable of reading
nerve systems with its sensors attached to the skin surface.

movement synchronized
The AI system immediately processes and analyze this signal to realize
it shows that HAL moving
with the wearer's intention. In the image of the demonstration below,
nt (right) just by detectingwith the leg movement (center) and HAL moving with out the leg moveme
the intent of motion.

10

II Business environment of medical/healthcare business
Adressable market of our medical HAL
While CYBERDYNE's Medical HAL can be used for various diseases, currently, it is mainly used
for the treatment of stroke, spinal cord injury, and neuromuscular diseases.

The table below shows the number of addressable patients who could benefit from Medical HAL
in the top three medical devices markets and its status of medical device approval.

(Ref) New Energy and Industrial Technology Development Organization (2013), Ministry of Health, Labour and Welfare of Japan (2011), Translational Research Informatics Center (2014),
American Heart Association (2010), National Spinal Cord Injury Statistical Center (2013), The Patient Education Institute, Inc. (2010). Parkinson's Disease Foundation (2010)(*) Countries included for the calculation of EU numbers (Germany, France, Britain, Italy, Sweden)(**) The number of neuromuscular patients in USA and EU were calculated based on 0.05M patients in Japan(***)In addition the Group is working together with regenerative medicine and pharmaceuticals on research on the treatment of Parkinson’s Disease 1.9M patient11Medical field

Cybernics Treatment: Innovative method that utilizes HAL for treating brain-nerve-musculoskeletal disorders

12Medical HAL Lower Limb Type is a medical device designed to improve the patient's
ambulatory function outside of the device upon completion of gait training with the technology.
With the goal of leading the patient toward less dependence on mobility aids and caregivers,
Medical HAL is used for the treatment of spinal cord injury, post stroke paresis, paraplegia
due to progressive neuromuscular diseases, HTLV-1 related myelopathy, and hereditary
spastic paraplegia.

Cybernics treatment with Medical HAL Lower Limb Type (Germany)

Medical HAL Single Joint Type is a medical device that supports intensive rehabilitation ofeach joints by combining the main unit with the attachment suited for each joints. Using the
product, the therapist could perform rehabilitation in various positions, such as lying, sitting
and standing in accordance to physical conditions of the patient. The compact design of the
product makes it easy to carry around, enabling rehabilitation in a wide range of environement,such as general ward rehabilitation room and bedside room in the acute phases.

Cybernics treatment with Medical HAL Single Joint Type (Japan)

HAL Lumbar Type is a device that could be applied for two roles. The device supports bothcaregiver and care-receivers. When its used by "caregiver" it reduces the stress appliedon the lumbar region during care movement and reduces the risk of back injury. When its
used by "care-receivers", it could help a person with weak legs to maintain and improve theperson's body function.
While it is being used in medical conditions for some countries, the device is not registeredas a medical device yet.

Cybernics treatment with HAL "Lumbar Type" (Malaysia)

13

Research on HAL
Listed below are some of major studies related to HAL for each conditions.
Spinal Cord Injury•“Feasibility, safety, and functional outcomes using the neurological controlled Hybrid Assistive
Limb exoskeleton (HAL) following acute incomplete and complete spinal cord injury – Results of 50
patients”The Journal of Spinal Cord Medicine (2023)•“Gait ability required to achieve therapeutic effect in gait and balance function with the voluntary
driven exoskeleton in patients with chronic spinal cord injury: a clinical study The International
Spinal Cord Society (2019)•“Functional Outcome of Neurologic Controlled HAL Exoskeletal Neurorehabilitation in Chronic
Spinal Cord Injury: A Pilot With One Year Treatment and Variable Treatment Frequency” Global Spine
Journal (2017)•“Against the odds: what to expect in rehabilitation of chronic spinal cord injury with a neurologicallycontrolled Hybrid Assistive Limb exoskeleton. A subgroup analysis of 55 patients according to age
and lesion level”Neurosurgical Focus (2017)•“The Effectiveness and Safety of Exoskeletons as Assistive and Rehabilitation Devices in theTreatment of Neurologic Gait Disorders in Patients with Spinal Cord Injury: A Systematic Review”
Global Spine Journal (2016)•“Voluntary driven exoskeleton as a new tool for rehabilitation in chronic spinal cord injury : A pilot
study” The Spine Journal (2014)•“Locomotion training using voluntary driven exoskeleton (HAL) in acute incomplete SCI” Neurology(2014)
Stroke•“Combined therapy using botulinum toxin A and single-joint hybrid assistive limb for upper-limb
disability due to spastic hemiplegia”, Journal of the Neurological Sciences (2017) “Gait training
with Hybrid Assistive Limb enhances the gait functions in subacute stroke patients: A pilot study”,
NeuroRehabilitation (2017)•“Gait training of subacute stroke patients using a hybrid assistive limb: a pilot study”
NeuroRehabilitation (2017)•“Tailor-made rehabilitation approach using multiple types of hybrid assistive limb robots for acutestroke patients: A pilot study”, Assistive Technology (2016)•“Feasibility and efficacy of high-speed gait training with a voluntary driven exoskeleton robot for gait
and balance dysfunction in patients with chronic stroke: nonrandomized pilot study with concurrent
control”, International Jounal of Rehabilitation Research (2015)•“Gait training early after stroke with a new exoskeleton the hybrid assistive limb: a study of safety
and feasibility” Journal of Neuro Engineering and Rehabilitation (2014)•“Pilot study of locomotion improvement using hybrid assistive limb in chronic stroke patients” BMC
Neurology (2013)
Neuro Muscular Diseases•“Effects of Long-term Hybrid Assistive Limb Use on Gait in Patients with Amyotrophic Lateral
Sclerosis”Internal Medicine (2022)•“Robot-assisted training using hybrid assistive limb ameliorates gait ability in patients withamyotrophic lateral sclerosis”, Journal of Clinical Neuroscience (2022)•“Cybernic treatment with wearable cyborg Hybrid Assistive Limb (HAL) improves ambulatory
function in patients with slowly progressive rare neuromuscular diseases: a multicentre,
randomised, controlled crossover trial for efficacy and safety (NCY-3001)”, Orphanet Journal of Rare
Diseases (2021)

Other
•
•
•

“Biofeedback Core Exercise Using Hybrid Assistive Limb for Physical Frailty Patients With or Without
Parkinson's Disease”, Frontiers in Neurology (2020)“Feasibility of rehabilitation using the single-joint hybrid assistive limb to facilitate early recovery
following total knee arthroplasty: A pilot study”, Assistive Technology (2017)“Feasibility of rehabilitation training with a newly developed wearable robot for patients with limited
mobility” Archives of Physical Medicine and Rehabilitation (2013)14

Effect of Medical HAL
After years of trials and clinical researches, we succeeded on accumulating clinical results that suggests high medical efficacy and safety of Medical HAL. We have highlighted some of the mostnotable findingsa) Neuromuscular disease
For this patient group, we prepared a summary of
the post-marketing surveillance completed in 2020.
Twenty hospitals took part in the test, delivering a
total of 6,486 treatment sessions to 218 patients. The
test result suggests very high efficacy and safety ina clinical setting. Based on this result, the JapaneseSociety of Neurological Therapeutics submitted a
proposal to the Central Social Insurance Medical
Council, claiming that “the medical technology produced
significant improvement of physical function towards
slowly progressive neuromuscular disease, which are
intractable diseases with no established treatment
methods that are effective (excerpts from the proposal,
translated by CYBERDYNE).”
The proposal also stated that HAL did notincrease the destruction of the patient’s
muscles. The CK value in the blood* wasactually in the declining trend, whichis medically noteworthy. This suggeststhat HAL is a safe treatment method forprogressive neuromuscular patients.
*Creatine Kinase in the blood is anassessment index to show the disability
inthemusculoskeletal
system.
Conventional exercise therapy progresses
the destruction of the muscles andincreases the CK value.
Due to such results, HAL is used for the treatment of eight types of neuromuscular diseases, namely; Spinal muscular atrophy, spinal and bulbar muscular atrophy, amyotrophic lateral sclerosis,
Charcot-Marie-Tooth disease, distal muscular dystrophy, inclusion body myositis, congenital myopathy, muscular dystrophy. Treatment for these eight diseases is currently covered by publichealth insurance in Japan.

15b) Stroke
For this patient group, we prepared a summary of the clinical trial completed in 2020. Sixteen hospitals
took part in the test. Forty-nine patients who have reached a "plateau" state of improvement afterconventional rehabilitation were recruited for the trial. Patients were separated into the control group (80min conventional rehab each session) and HAL treatment group (60 min conventional rehab+20 min HAL
Treatment each session). Results were compared after 20-25 sessions without wearing HAL.
As a result, superiority of the HAL group was suggested for 6 min walking distance as presented in thechart on the right. The result indicated a more significant improvement of the HAL group for 10m walking
speed. Still, due to the number of cases, dispersion remained, and the result did not achieve statisticalsignificance (p<0.05).
Due to such results, HAL is currently used for treatment for stroke in many countries, except for Japan
where the company plans to submit medical device application based on the conducted clinical trial.

c) Spinal cord injury
For this patient group, we prepared a summary of the clinical trial completed in 2016. A hospital in Germany
conducted the trial. Fifty-five chronic stage patients (approx. seven years after injury) were recruited forthe trial. Tests without wearing HAL was used to investigate the outcome, and result before and after 60
treatment sessions was compared.
As a result, for the 10m walking speed test, the patients’ walking speed doubled on average, aspresented on the chart on the left. Also, for 6 min walking distance test, the distance covered increased by
1.5 times on average.
Furthermore, CYBERDYNE compared the result of HAL Treatment with other popular methodology. In
the referenced paper, there is one more group that was tested: OG (Overground + FES). We excluded
this results from the chart as the measurements for 10m speed and 2 minutes distance are done in an
overground walking setting. Subjects in the OG group had 60 opportunities to practice and get used tooverground walking, whereas subjects in the other groups were only walking on the treadmill. This intergroup difference in the practice effect of walking overground can affect measurement results.

Comparison of SCI Intervention Results

Compared studies
HAL group: endpoints are 10m walk speed and 6 minutes walk distanceGrasmücke D, Zieriacks A, Jansen O, Fisahn C, Sczesny-Kaiser M, Wessling M, Meindl RC, Schildhauer TA, Aach M. Against the odds: what to expect inrehabilitation of chronic spinal cord injury with a neurologically controlled Hybrid Assistive Limb exoskeleton. A subgroup analysis of 55 patients according toage and lesion level. Neurosurg Focus. 2017 May;42(5):E15. doi: 10.3171/2017.2.FOCUS171. PMID: 28463613.
Other groups: endpoints are 10m walk speed and 2 minutes walk distance (no influence on gain ration, but the actual measurement results are not directlycomparable with HAL study (therefore the results are labeled as “-estimate” to highlight that point)
Field-Fote EC, Roach KE. Influence of a locomotor training approach on walking speed and distance in people with chronic spinal cord injury: a randomized
clinical trial. Phys Ther. 2011 Jan;91(1):48-60. doi: 10.2522/ptj.20090359. Epub 2010 Nov 4. PMID: 21051593; PMCID: PMC3017322.

We have highlighted three types of diseases that are currently treated with HAL. To expand the target disease of HAL, there are clinical trials and research conducted for other conditions such as
Parkinson’s disease, cerebral palsy, multiple sclerosis, and many more. Furthermore, in addition to improvement of physical functions, there are also reports on the improvement of sensory suchas sensory of bladder and urinary issues.
16

Development pipeline of Medical HAL
The process to establish a new technology as a standard treatment method can be a lengthly
process. We have worked together with medical institutions, and moved forward step by step.

Below are the summary of the status of Medical HAL towards each target diseases in three main
regions that CYBERDYNE operates in.

17

18

Status of approvals by diseases and countries【Status of approval for HAL Lower Limb Type】

As of March 31, 2023

【Status of approval for HAL Single Joint Type】

As of March 31, 2023

19

Global dissemination
Cybernics Technology deployed by the Company is being disseminated amid the global pandemicof COVID-19. Currently, HAL is active in over 20 countries and regions worldwide.

We use this technology as an international platform to strategically promote collaboration withnational and international doctors, patients and families, regulatory authorities, certification
bodies, and health organizations.

20Business development in Malaysia
One of the biggest adopter of the technology has been Malaysia. Working with the Public Social
Security Organization (SOCSO) to make the technology accessible by patients, over 100 units of
HAL are being used in Malaysia today.

With the installation of HAL to the island of Kalimantan, HAL can now be used in almost every
region of Malaysia.

21Construction of National Center for Cybernics Treatment in Malaysia
The Malaysian government has announced construction of National Neuro-Robotic and Cybernics
Centre in the northern region of Malaysia (Ipoh, Perak).

The center is expected to be the largest medical complex in Southeast Asia, enabling treatmentof 700 patients at the same time. The construction is already in progress and is scheduled forcompletion at the end of 2024.

22

Business development in Singapore
In July 2022, treatment of HAL have started in the largest medical institute in Singapore,
Singapore General Hospital.

The country has a great reputation of high quality medical service and we will continue to workwith other partners to expand the usage to other hospitals.

23

Business development in Turkey
In the fiscal year ended March 31, 2023, we started to offer our technology to Turkey as well.
Working with a company called Diagenics,

19 units was shipped out to Diagenics at the end of March 2023 and the number of total units is
expected to reach 36 units in total.

24

Business development in Italy
We also signed an agreement with Coopselios Italy, which is a social service organization thathas been active in Italy for over 30 years.

25 units of HAL was installed to the Coopselios group already and the revenue was reflected on
the 1Q of FY2023

25

To spread the message to patients and their family
As the technology is still new, we continue to publish various materials to raise the awarenessabout its technology.

During the previous fiscal year, the company published a panthlet fand website for the patients
who were starting to go through Cybernics traetment with HAL

Panthlet on Cybernics Treatment (available in Japanese only)

Website on Cybernics Treatment (available in Japanese only)
26

Challenge to expand the insurance coverage
In Germany, the treatment with HAL is covered by public workers compensation insurance.To
benefit patient who sufer from other diseases we have been working to obtain public medical
insurance coverage.

We have been discussing with the German Federal Joint Committee to conduct additional clinical
trial in premise of public medical insurance coverage in Germany.

27

Additional indication
In Japan, we obtained additional indication for two diseases; HTLV-1 related myelopathy andhereditary spastic paraplegia.

We plan on expanding indications in countries outside of Japan as well.

28

Non-medical field

Neuro HALFIT: Programs at Robocare Center etc., to improve brain-nerve-musculoskeletal functions

29

Neuro HALFIT at Home
Neuro HALFIT at Home is a non-contact home service for individual users. It is a service
that allows the wearer to receive visual feedback from the HAL monitor, linked to Cyberdyne's
cloud data, to visualize the bio-potential signals that command physical movement and posture
information.

In addition, the system provides remote online support by professional staff such as therapists
and trainers. This service is provided through an online site called CYBERDYNE STORE.

30

Program to prevent the need of care
After receiving several reports on the effect of HAL in maintaining the wearer's physical function
and preventing frailty, the Company started scientific studies to investigate further.

Below is a summary of the care prevention program conducted in Kanagawa prefec-ture.
Significant improvement in mobility functions was observed for seniors at an aver-age age of 74.8.

31Growth scenario
CYBERDYNE succeeded on developing the business base by rapidly expanding the product lineup
and obtaining regulatory approvals in each countries. We have expanded the usage and started
new business towards individual users.

Our next challenges are to reinforce the existing business by evolving our business model andconducting M&A to accelerate the growth.

32

Future of medical and healthcare
The boundaries between medical and non-medical care have been strictly separated.

As all of our devices are equipped with communication functions, connecting them to small vital
sensors and various applications will make it possible to handle data of a level that could only beobtained by visiting a medical facility while going about one's daily life.

33

Formation of Cybernics Medical System
By deploying IoH/IoT (Internet of Human and Things) enabled cybernics technology in hospitals,
nursing homes, homes, and workplaces, we will improve, regenerate, expand, and support thefunctions of users while accumulating, analyzing, and processing AI human big data (physiological,
psychological, lifestyle, behavioral, and environmental information related to humans) through it.

All cybernics technologies have communication capabilities and can be seamlessly connected todifferent locations by linking them with data and services.

34

Medical/Healthcare service for individuals
All devices and software handled by Cybernics, including Wearable Cyborgs (Medical/Nonmedical), ultra-small vital sensors, and applications, have communication functions and can beused in various activities by utilizing cloud computing.

For example, the user can now obtain detailed health data without visiting a medical institution
while going about their daily life.

35

Robocare Center
CYBERDYNE develops Robocare Centers as hubs for medical healthcare service businessfor individuals. The center offers a non-medical service called "Neuro HALFIT" to improve thefunctions of neuromuscular systems.

The program targets individuals with diseases not currently covered by public health insurance,
individuals who strive for further recovery after hospital discharge, and visitors from countries that
do not have HAL installed yet.

36

Expansion of medical service
CYBERDYNE formed a strong partnership with RISE Physical Therapy Inc. in California, USA
through M&A. RISE group operates 27 medical centers around San Diego and Los Angeles areas.

RISE group will add Cybernics Treatment with HAL in their service lineup following the deal. This
will enable CYBERDYNE to obtain its medical service platform for individual users.

37

Growth scenario of medical service business
CYBERDYNE is formulating a platform to get direct access to individuals, and M&A of RISE
Physical Therapy will be the first step for this endeavor. While physical therapy is a large andcompetitive market, most services focus on orthopedic aspects and conduct manual approaches
by physiotherapists’ hands.

We will differentiate our services by focusing on neural elements of the disease by use of Wearable
Cyborg HAL. We will also expand our services to homes and workspaces through products that
could prevent diseases.

*"Physical Therapists in the US" IBIS World

38

New product to enhance efficiency of Cybernics Treatment
We are also developing devices that could be used together with HAL to maximize the effect. For
example, Medicalcare Pit was newly introduced as a robotic treadmill that could make automatic
adjustments of leaning to one side or the other.

At times, the therapist had to make adjustment manually when the body was leaning on eitherside, but the introduction of this new treadmill could automize these tasks, enabling the therapists
to supervise multiple patients at the same time.

39

Medical/Healthcare service for individuals
All devices and software handled by Cybernics, including Wearable Cyborgs (Medical/Nonmedical), ultra-small vital sensors, and applications, have communication functions and can beused in various activities by utilizing cloud computing.

For example, the user can now obtain detailed health data without visiting a medical institution
while going about their daily life.

40

New product for prevention/early detection
are preparing a new product, Cyvis, a tiny vital sensor. This sensor is designed to collect, analyze,
and process various healthcare data such as cardiac activity, brain activity, body temperature, SpO2
(arterial blood oxygen saturation measured transcutaneously with a pulse oximeter), and activity
level daily in hospitals, nursing homes, workplaces, and other places where people live, througha cloud system.

This helps users to detect an irregular heartbeat and neo-atrial fibrillation. This helps prevent
myocardial infarction and cerebral infarction by appropriately managing heart attack and strokerisks.

41

Initiatives to address SAS
One example of what can be accomplished by combining services like Cyvis and JUKUSUI is toaddress sleep apnea-induced drowsy driving and driver health care.

We are beginning these initiatives in stages in cooperation with related industries.

42

Development of photoacoustic imaging technology
We are developing one of the most advanced photoacoustic imaging technology that is available
in the market today.

The device does not require contrast agent. By using a non-invasive probe with LED light array, it
can provide high-resolution 3D imaging at real time43

HAL Lumbar Type to support workers
The product to support the workers maintains its advantages, not only by its features to assist
when lifting something.

It also uses IoH/IoT features to visualize the wearer’s conditions and connect with a cloud system
to enable managers to instruct and supervise their workers according to the information obtained.

44

Advantages of CYBERDYNE's Cleaning RobotCYBERDYNE's Disinfection/Cleaning Robot CL02 is currently one of the most sophisticatedsystems available today.

Its unparalleled autonomous navigation and disinfection/cleaning performances contribute topromoted quality and safety of disinfection/cleaning work that is currently faced with workforce
shortages.

45

III Activity report
Revenue

Revenue by geographical regions and type of transactions

For the fiscal year ended March 31, 2023, revenue was posted at ¥3,289 million.
The Group's primary business of "rental and maintenances" improved steadily. Also, following
the aquisition of hospital group in the U.S., there was an rapid increase in the revenue from"service"
The graph below shows revenue for the last 5 years.

Due to acceleration of international business, ratio of sales outside Japan increased by¥1,087M to 53% of the total revenue. This was led by 69% increase of sales in APAC and 41%
increase of sales in EMEA.

Revenue (Unit: Millions of yen)

Revenue by geographical regions and type of transactions (Unit: Millions of yen)
3,289

3300

202

3000
3,000
2700
2,400
2400

2,150

2100
1800
1,800
1500
1200
1,200

1,709
214
328

900
600
600

1,167

1,421

Product Sales(Assets transferred at a point of time)

1,875

169

Service

186

333

524

Rental/maintenance

291

268

1,792

1,315

1,273

End ofMar. 2020(IFRS)End ofMar. 2021(IFRS)

1,457

FY2022 Q1-Q4(FY2021 Q1-Q4)

Rental/maintenance

Product sales

Service

Total

Japan

1,092
(1,124

158
(145)

297
(227)

1,547
(1,496)

Americas

31
(20)

17
(0)

1,054
(225)

1,102
(245)

EMEA

204
(111)

0
(9)

67
(71)

270
(191)

APAC

340
(203)

26
(15)

4
(1)

370
(219)

Total

1,666
(1,457)

202
(169)

1,421
(524)

3,289
(2,150)(Service transferred at a point of time)(Service transferred over time)

1,666

300
00

End ofMar. 2019(IFRS)End ofMar. 2022(IFRS)End ofMar. 2023(IFRS)End of Mar. 2023

End of Mar. 2022
Americas 11.4%
EMEA 9%APAC 10%¥245 Million¥191 Million¥219 Million¥1,102 Million

Americas 34%

Japan 70%(¥1,496 Million)

EMEA 8%APAC 11%¥270 Million¥370 Million

Japan 47%(¥1,547 Million)

Americas : North, Central and South America
EMEA: Europe, the Middle East and Africa
APAC: Asia-Pacific *Revenue from Japan is stated separately

46

Number of operating units and revenue by products
In the fiscal year ended March 31, 2023, the number of units in operation increased, especiallyfor HAL for Medical Use Lower Limb Type and HAL Lumbar Type for Well-being.

Medical HAL Lower Limb Type led the continued increase of revenue from rental
Also, following the M&A of an app development company, subscription revenue from a
Sleeping App "Jukusui" also contributed in the overall growth.

Number of operating units (Unit: unit)

Rental Maintenance Sales (Unit: Millions of yen)

HAL Lower Limb
(Medical)End of Mar.
2019

End of Mar.
2020

End of Mar.
2021

End of Mar.
2022

End of Mar.
2023

291

310

351

368

442

HAL Lower Limb
(Non-medical)

357

357

342

341

351

HAL Single Joint

252

300

391

492

584

HAL Lumbar（Well-being)

919

951

1,074

1,143

1,138

HAL Lumbar(Labor)

572

624

459

417

419

Disinfection/Cleaning/
Transportation Robot

44

75

141

147

164

Total

2,435

2,617

2,758

2,908

3,098

Product

March 2020 March 2021 March 2022 March 2023

Ratio

HAL Lower Limb
(Medical)

471

491

584

692*

42%

HAL Lower Limb
(Non-medical)

222

196

188

173

10%

HAL Single Joint

119

127

132

180*

11%

Well-being

HAL Lumbar

226

245

251

238

14%

Labor Support

HAL Lumbar

214

129

98

65

4%

Disinfection/Cleaning/Transportation Robot

49

61

51

53

3%

Other

13

24

174

265

16%

Total

1,315

1,273

1,457

1,666

100%

For hospital(improve functions)*Mainly from rental to
APAC and EMEA

*Mainly from rental
towards Japanesehospitals

47

The Groups commitment on SDGs
The Sustainable Development Goals (SDGs), consisting of 17 goals and 169 targets, were
declared as an action plan for people, the planet, and prosperity at the UN Sustainable
Development Summit held in September 2015.

As a member of society, CYBERDYNE will contribute to achieving the relevant SDGs. The
initiatives that we are mainly focusing on are as follows.

48

Develop Cybernics Technology to support people with reduced physical function
Our contribution

Main target
10.2
by 2030 empower
and promote thesocial, economic andpolitical inclusion of allirrespective of age, sex,
disability, race, ethnicity,
origin, religion or
economic or other status.

By developing the Wearable Cyborg HAL for medical and welfare fields,
and Cyin for Well-being to support severely disabled to communicate
their intentions, we are supporting the elderly and disabled person by
maintaining and improving their functions. We also help them express
what they have in mind.
We also develop another type of HAL to support people engaged inheavy work.
This project promotes the empowerment of these people and theirsocial, economic, and political inclusion.

Disseminating Medical HAL as a
global standard treatment
As of the end of March 2023, HAL
for Medical Use is available in 20
countries and regions, includingSoutheast Asia and South Asia, as
a treatment technology for stroke,
spinal cord injury, and intractableneuromuscular diseases.
In addition, in order to contributeto solving the needs of developing
countries, we have been selected by
the Japan International Cooperation
Agency (JICA) to conduct a research
project in number of countries.
We will continue to disseminate thetechnology.

Post-discharge care
Robocare Center

Cybernics Treatment Center andMedical HAL

HAL Lumbar Type to support
various heavy work

Cyin to support communication ofseverely disabled person

at

the

For those who want to keep
improving their physical functions
after they get discharged from thehospital, we offer Neuro HALFIT at
self-funded rehabilitation facilities
called RoboCare Center. As of theend of March 2023, they are 17
centers around Japan. A user canalso access similar programs at
self- funded rehabilitation facilities
with which we have cooperative
relationships.
In addition, we have formed
alliances with private insurancecompanies such as Daido Life, AIG
Insurance, and Sompo Japan tocover the cost of such programs fortheir policy holders.
We will continue our efforts toimprove physical and economic
access.

Improving the working environment
Job turnover due to the onset ofback pain and the deterioration of
performance caused by frequent
heavy lifting is becoming a significant
issue in nursing care, construction,and logistics.
The Company develops HAL
Lumbar Type to reduce the risk ofdeveloping back pain by reducing
the load applied to the lower back.
The technology empowers people
engaged in heavy lifting and enables
the worker to continue working
longer and safer.
As of the end of March 2023, 1,557
units of HAL Lumbar Type were in
operation.
This product is currently available
in Japan and the UK. We will continue
to disseminate the technology tomore countries and regions.

Supporting communication for theseverely disabled
We develop Cyin for Living Support,
which enables people with severe
disabilities who cannot speakor move their bodies due to theprogression of intractable diseases
to communicate and operate devices.
The product is available on themarket. Daido Life Insurance
donated the product to several
patient groups and patient support
groups to promote this endeavor.
We will continue to work on
additional functions and offer the
product outside of Japan once it isready.

49

Health Risk Management with Cyberdyne Cloud
Our contribution

Main target
3.dStrengthen the capacity of
all countries, in particulardeveloping countries,
for early warning,risk reduction andmanagement of nationaland global health risks

Cybernics Technology deployed in various fields such as medicine,
nursing-care, production, and other workplaces with households,
integrally connects people's internal information (brain nerve
information, physiological information, etc.), people's external
information (behavioral information, lifestyle information, etc.), andenvironmental information with a supercomputer.
The Company works on the system that accumulates, analyzes, andAI processes all the IoH/IoT Big Data obtained through this process,contributing to personalized medicine, early warning of health risks,and enhancing risk mitigation and risk management capabilities.
Release of Cyberdyne Cloud

The Company develops Cyberdyne Cloud to connect different fields and provide feedback
on health risks based on IoH/IoT Big Data. In Japan, a system that allows users to send
information on their training sessions from home to a facility and receive timely support
from the facility is already in operation from November 2020.
We will continue to expand this system to other fields according to the development of
products and services. We will also offer the system outside Japan to contribute to healthmanagement in all countries, including developing countries.

Realizing personalized healthcare

Developing vital sensing technology

By accumulating, analyzing, and AIprocessing IoH/IoT Big Data related
to a single user across different
fields, we will realize personalized
healthcare that will maximize theeffect and safety of that user.
This initiative is being carried out
simultaneously with the formationof IoH/IoT Big Data for all users.
We will continue to expand thissystem to other fields according
to the development of products
and services. We will also offer thesystem outside Japan to contribute tohealth management in all countries,
including developing countries.

In addition to developing the Wearable
Cyborg HAL and autonomous
navigation technology, we aredeveloping sensing technology toprevent and detect diseases.
For example, commercializationof Cyvis, an ultra small-sized vital
sensor to detect arteriosclerosis andarrhythmia at an early stage, anda photoacoustic imaging device toenable real-time analysis of capillary
information.
By promoting these products,
we will accumulate important vital
information that will lead to theprevention and early detection of
diseases, thereby contributing to
the enhancement of capabilities forhealth risk management.

HAL at Home
HAL at Home is a new service thatenables safe and effective training at
home. HAL at Home also realized thevisualization of exercise information
and remote online support by
professional staff through HAL's
built-in communication functions.
The Company is also working to
expand home visiting services sothat seniors who have concerns
about handling digital devices canalso engage in the program.

50

Form social infrastructure to create the Cybernics Industry
Our contribution
We are working to create an inclusive and sustainable industry called
Cybernics Industry by building an innovation ecosystem called C-Startup
and facilities to accelerate innovation in medicine/biotechnology andproduction.
C-Startup, the foundation for the creation of new industries

Main target
9.2
Promote inclusive
and sustainableindustrialization and,by 2030, significantly
raise industry’s shareof employment andgross domestic product,in line with national
circumstances, anddouble its share in least
developed countries

C-Startup is an innovation ecosystem to create a new industry for solving problems ofpeople and society: Cybernics Industry. We work together with startups and entrepreneurs
with similar visions, regardless of their nationalities.
We accelerate creating the Cybernics Industry by providing technical advice by Yoshiyuki
Sankai (CEO of CYBERDYNE/Professor of Tsukuba University) and financial support by
CYBERDYNE and its related Fund.
As part of this initiative, we have formed partnerships with a total of 31 startups andhave invested over 10 billion yen in accumulation to support this endeavor.

Promoting the vision of the Cybernics Industry
The
Company
promotesthevision of the Cybernics Industry,
a new industry that fuses Humanand Cyber/Physical Space, both
domestically and internationally.
With this initiative, we are leading
the efforts to form Cybernics Industry
together with industry, academia,
and government.
For example, in 2023, we
communicated this vision to various
countries at the G7 Digital andTechnology Ministerial Meeting heldin Takasaki City, Gunma Prefecture
We will continue to share ourvision of the Cybernics Industry
as a foundation for industrial andtechnological innovation.

G7 Digital andTechnology Ministerial Meeting (2023)

Construction of Cybernics Medical Innovation Base

Exterior image

We plan to construct the Cybernics
Innovation Base in Kawasaki City,
Kanagawa Prefecture, as a facility toaccelerate innovation in the medical
and biotechnology fields. The facility
will house a cluster of medical
and biotechnology ventures. The
Company, universities, and resident
companies can conduct a clinical
trial in the facility independently andthrough collaboration.
The facility commenced operationin 2023.

Activities at the Next-Generation Multipurpose Robotic Manufacturing Base
In Koriyama City, Fukushima
Prefecture, we have constructed anext-generation production baseto produce robots and devices with
Cybernics Technology. In this facility,
the Company embedded the skills of
experienced workers into the robots
so the robots and human workers
can work in harmony.
The Company constructed thefacility in 2016 and completed aregistration to manufacture medical
devices in 2020.

Exterior of the facility

51

Realize Society 5.0/5.1, a future society that accelerates innovation
Our contribution
Using innovative Cybernics Technology, we promote the fusion of Humanand Cyber/Physical Space to create Society 5.0/5.1. We envision thisfuture society as a techno-peer-supported society where technology andhuman support each other as partners.
Creation of Society 5.0/5.1

Main target
11.2
by 2030, provide accessto safe, affordable,
accessible andsustainable transportsystems for all, improving
road safety, notably
by expanding public
transport, with special
attention to the needsof those in vulnerable
situations, women,children, persons withdisabilities and older
persons
11.7
by 2030, provide universal
access to safe, inclusive
and accessible, green andpublic spaces, particularly
for women and children,
older persons andpersons with disabilities

Society 5.0 is a concept first proposed in Japan's Fifth Science and Technology Basic
Plan as the ideal future society. In this society, science and technology connect all people
and things, sharing various knowledge and information to create new values never seen
before.
We contribute to the creation of Society 5.0 by implementing Cybernics Technology inthe various business fields to integrate internal information (brain nerve information,
physiological information, etc.), people's external information (behavioral information,
lifestyle information, etc.), and environmental information with a supercomputer. As oneof the leaders in this challenge, we work to explore the society beyond Society 5.0/5.1.

Mobility Infrastructure

Futuristic housing

We are working on personal mobility
and drones for transportation that issafe, inexpensive, and easy to use,taking into consideration the needsof the elderly and disabled living in
the community.
We are also planning cities basedon the premise of introducing
mobility, which will shorten travel
time and create new connections
and added value between functions
and facilities.
Whiledeveloping
mobility
infrastructure in-house, we are alsocollaborating with startups that aredeveloping related technologies.

Through daily health management
and lifestyle support infrastructure
based on Cybernics Technology,
we will develop housing where all
people, including the elderly anddisabled, can live in harmony withtechnology and mutually support
each other to ensure peace of mind.
Specifically, various Cybernics
Technologies, such as the Wearable
Cyborg HAL, autonomous navigation
robots, and vital sensors, will be
introduced into every space, including
residences.
Personal
healthinformation will be accumulated,
analyzed, and processed by AI to belinked to medical facilities to manage
each person's health and safety
better.

Shared Economy
We plan to shift from the conventionalmodel of occupying information,
people, goods, space, and time toa new form of a city where we canshare and help each other.
We will work to achieve successwith the allies formed in C-Startup.
We will also continue to gather
peopleandcompanieswithseeds related to Cybernics andaccelerate the creation of innovation
through sharing and mutual aid of
information, people, goods, space,
and time.

perspective drawing of the future city

An educational institution that
nurtures the next generation ofhuman resources
We develop Cyin for Living Support,
which enables people with severe
disabilities who cannot speakor move their bodies due to theprogression of intractable diseases
to communicate and operate devices.
The product is available on themarket. Daido Life Insurance
donated the product to several
patient groups and patient support
groups to promote this endeavor.
We will continue to work on
additional functions and offer the
product outside of Japan once it isready.

52

53

54

IV Corporate Information
1. The Company’s basic approach to corporate
governanceIn order to increase the corporate value over longterm,
the Company works to improve transparency andensuring compliance, while further enhancing thecorporate governance of the Company. The Company
regards corporate governance to be a vital to build
constructive relationships with its stakeholders. It is
important from the standpoint to ensure decisions
or actions of the Company complies to laws andmarket regulations, but also to make sure that theCompany’s endeavor is not against the needs of thesociety and that the Company is indeed contributing
to the society. The Company also believes that highlevels of transparency are essential to make corporate
governance function properly. As such, the Company
takes a proactive stance on disclosing information toits stakeholders, beyond the level that is obliged bylaw,etc.
2. Corporate organizationCYBERDYNE Inc. holds a Board of Directors atleast once a month to make timely decisions on
business matters and to supervise whether theMembers of the Board of Directors (the “Directors“)
appropriately execute their duties. There are five
Directors in the Board of Directors and four out offive are Outside Director, making the board capableof efficient decision making and business judgments.
The Company also have an Audit and Supervisory
Board. There are four Audit and Supervisory Board
Members, and all four members are outside Audit
and Supervisory Board Member (the “Auditors”). The
Auditors proactively voice their opinions at the Board
Meeting to reinforce its function to monitor whether
the Board functions appropriately. The Auditor
also supervises business execution and important
decision-making by the Directors from an objective
standpoint. The compensation for the Directors are put

on resolution at the Compensation Committe, which is
a committee made from at least three members fromthe Board of Directors or Audit and Supervisory Board
etc, selected by the President and CEO, and the resultof the resolution at the committee will be reported to
the Board of Directors. To prevent conflicts of interest
with University of Tsukuba, the Company will maintainat least the same or more number of Outside Board
Members with no affiliations with the University.
This enables the Outside Board Member to reject
the resolutions in the Board of Directors if there arepossibilities of conflicts of interest with the Universityof Tsukuba. To protect the interest of minority
shareholders, the Company has put in place a systemfor obtaining resolutions at the Board of Directors
based on preapprovals from a committee comprising
the Outside Directors and Outside Auditors when
decisions must be made concerning transactions
between the Company and Yoshiyuki Sankai, Sankai
Health Foundation or Sankai Science and Technology
Promotion Foundation (collectively referred to as the“Foundations”), both of which are represented andmanaged by Yoshiyuki Sankai. The Company shalltake the same measure upon transactions with thetrustees, directors or controllers of the Foundations.
The Company has also established the Peace andEthics Committee to prevent its technologies frombeing turned into something that could harm people,
such as weapons. The Peace and Ethics Committee
are comprised of all of Outside Directors, all of Outside
Auditors and the President and CEO. Before newly
offering the product to business field outside the areasof medicine, living support, and labor support, which
are defined in the Company Code of Conduct, thePeace and Ethics Committee investigates, deliberates
and reaches a decision on if there is any risk of theCompany’s technologies being turned into something
to harm people. The committee then submits its
findings to the Board of Directors.

3. System to ensure the appropriateness of business
operations and status of its implementation
a.System to ensure the appropriateness of business
operations
The Company resolved the follwing items toestablish a system that makes sure that thebusiness operation by the Directors are executed
appropriately in compiance to laws, regulations andArticles of Incorporation and system to ensure theappropriateness of other business operations.
(a)Systems to ensure that the directors andemployees perform their duties in accordance withlaws, regulations and the Articles of Incorporation
The Company have established compliancerelated policies embodying the Company Codeof Conduct, to make sure that the directors andemployees of the Company and its subsidiaries(collectively referred to as the “Group”) complies
to laws, regulations, the Articles of Incorporationand other internal policies. The President andCEO shall have cross-organizational control
over the Group’s compliance initiatives and thisDirector responsible for the compliance related
matter (the “Compliance Director”) shall work to
structure, improve and maintain such initiatives.
The Compliance Director shall disseminate thespirit of compliance to directors and employees of
the Group to identify and solve problems.
The Company established the Affiliated Company
Management Policy. The Company appoints
director or auditor (if necessary) of the subsidiaires
and approves important matters of subsidiaries
in accordance to the policy. Furthermore, someof the subsidiaries’ administrative works are
conducted by the Corporate Unit of the Company.
These are the initiatives conducted to ensure theappropriateness of the subsidiaries business.
The Company established the Internal Audit
Office that works directly under the Company CEO.
The Internal Audit Office conducts internal auditsof the Group in accordance to the Internal Audit
Policy and Affiliated Company Management Policy
to ensure the compliance with laws, Articles ofIncorporation, and other internal regulations andto ensure appropriate risk management systems
are implemented. The Internal Audit Office shallreport the results of the internal audits to theCompany CEO, the Audit and Supervisory Boardand the Board of Directors.
The Company established the Hot-line System
Policy and operates appropriate measures thatenables employees to provide information about
legally suspicious behaviors directly to appropriate
person. The Hot-line System Policy defines oral
communication, e-mail, chat and opinion box, etc.
as a method of providing information about legally

suspicious behaviors.
(b)System to store and manage information related tothe execution of duties by the Directors
The Company established the Document
Management Policy, which defines appropriate
method to store and manage information related
to execution of duties. In accordance to law andthe aforementioned policy, information related to
execution of duties shall be recorded and stored in
paper or electronic format.
The information shall always be available forbrowsing by the Directors and the Auditors.
(c)Policies, procedures and other systems to manage
the risk of losses
In order to strengthen the risk management
structure of the Group, the President and CEO shalldetermine the operating unit responsible for eachrisk category. Each operating unit establishes risk
scopes, risk profiles, self evaluation policies andguidelines for the responsible risk category. The
responsible head of the Corporate Department
shall monitor risks across the organization andaddress company wide risks.
The Company CEO shall quickly appoint a
Director or a head of operating unit when a newrisk is identified. The appointed member will be
responsible to address the newly identified risk.
(d)System to ensure the efficient execution of duties
by the Directors
To ensure efficient execution of duties by the
Directors, the Board of Directors is scheduled
once every month. The Company also conducts
extraordinary meetings when necessary.
Status of matters resolved by the Board of
Directors is reported by responsible head ofoperating unit on a regular basis and the status ofexecution is audited by the Audit and Supervisory
Board.
The Company establishes medium-termbusiness policy and updates if there is any
changes in the business environment. Status of
The status of the Company’s operation in line withthis policy is reported to the Board of Directors
whenever necessary.
The Company established the AffiliatedCompany Management Policy with the aim of
efficient execution of the duties by the directors of
the subsidiaries. Subsidiaries are managed under
the supervision of a related units of the Company.
(e)System to ensure reporting on the performanceof duties by directors of the subsidiaries
When necessary, the directors of the subsidiaries
shall report the status of their duties to theCompany’s related business units supervising
the operation in accordance to the establishedAffiliated Company Management Policy.

55

(f)Assistance of the Audit and Supervisory Board
When the Audit and Supervisory Board requests forassistance of their duties, the Board of Directors
shall communicate with the Audit and Supervisory
Board and assign appropriate employee(s) to serveas assistants or as assistants with a concurrent
post.
The assigned assistance(s) shall be put under
the chain of command of the Audit and Supervisory
Board, and the assistance shall not be subject
to orders from a Director. Any performance
evaluation and personnel changes concerning theassistant shall require the consent of the Audit andSupervisory Board.
(g)System for directors and employees of the Group toreport to an Auditor
Directors and employees of the Group shall reportany significant matters that i) are against the law or
the Articles of Incorporation and ii) are considereddishonest acts iii) may have a significant impact on
the Group, to an Auditor immediately. Furthermore,
if directors or employyes of the Group are asked
to report from the Auditor in accordance to thelaw, Regulations of Audit and Supervisory Board
Meeting or Auditing Standards established by
the Audit and Supervisory Board, the relevant
director or employee shall report promptly. In
order to improve comprehensiveness of the report
regarding any significant matters, directors and/or employees of the Group shall work to gather
information from the report,
Internal Audits,
hot-lines and Independent Accounting Auditors inaccordance to the items stated below.
If matters that suggests violation of the law or
corporate compliance are reported, the ComplianceDirector shall report the matter to the Board of
Directors in accordance to the Hot-line System
Policy. The Compliance Director shall report to thefull-time Auditor.
The Internal Audit Office of the Company shallreport the status of the internal audits to an Auditor.
Furthermore, the Compliance Director shall report
the status of compliance to the Auditor whennecessary.
(h)System to ensure that a person who made a reportto an Auditor is not mistreated
The Company shall not mistreat a person becauseof his/her report to an Auditor.
(i)Matters regarding the processing of auditing fees
If an Auditor requests for an advanced payment
or quick reimbursement of expenses caused ina process of their duty, the Company shall pay
them promptly unless the expenses are clearly
unrelated to the execution of their duty.
(j)Other systems to ensure the effective execution ofaudits by Auditors
Directors and employees of the Group shall comply
with requests for hearing, visitation and othermethods of examination by the Auditor in order tosecure the effectiveness of the audits.
The
Company
shallprovidesufficient
opportunities to Auditors to exchange opinion with
the Directors, Independent Accounting Auditors
and any other personnel required to appropriately
execute the duty.
The Company shall also provide enoughopportunities to Auditors to coordinate with auditor
and employees of the subsidiaries to gather
necessary information.
b. Status of systems to ensure appropriateness ofbusiness operations
The Group established and implemented theaforementioned systems. Notable actions
conducted within this fiscal year, which are thought
to be important for internal control are statedbelow.
(a)Compliance System
All members of the Group worked to comply tothe laws and regulations with compliance related
policies, such as the Company Code of Conduct.
Furthermore, all members received explanatonson the Hot-line System Policy where necessary,as a method to prevent compliance violation or todetect it at early stages.
(b)Risk Management System
The President and CEO shall determine theoperating unit responsible for each risk
categories. The President and CEO shall monitor
the status of risk status and responds accordingly.
Furthermore, the status of risk management are
subject to internal audits and audits conducted by
the Auditor.
(c)Efficiency of the duty executed by the Director
The Board of Directors have been meeting once amonth and extraodinary Board of Directors was
conducted whenever necessary, for the purpose ofreceiving reports on business execution (including
reports from subsidiaries), progress of businessfor the fiscal year (including subsidiaries), and soon.
4. Status of risk management structure
The Group works to enhance its risk management
system by updating its Code of Conduct, the Risk
Management Policy, Hot-line Policy and etc. Sincesound management practices and a stable earnings
foundation through risk control are key priorities for
the Company, the Company has an advisory contract
with a law firm “ TMI Associates” to receive advice andguidance about all legal matters when necessary
5. Purchase of treasury stock
In accordance with Article 165-2 of the Companies Act,
the Company’s Article of Incorporation statethat purchase of treasury stock can be determinedby the Board of Directors with the objective of flexibly
returning profits to shareholders
6. Interim dividends
The Company’s Articles of Incorporation states thatthe payment of interim dividend to shareholders
listed in the shareholders’ register as of the close of
September 30 every year or registered pledgees ofshares can be determined by the Board of Directors
with the objective of flexibly returning profits toshareholders.
7. Outline of limitation of liability contracts
In accordance with Article 427-1 of the Companies Act,
the Company’s Articles of Incorporation permit theCompany to enter into contracts that limit the liabilityof the Directors (excluding Internal Directors etc) and
Auditors for damages defined by Article 423-1 of theCompanies Act. The limit is set to the amount statedin law.
8. Outline of exemption from liability
In accordance with Article 426-1 of the Companies Act,
the Company’s Articles of Incorporation states that theBoard of Directors can pass a resolution to exempt theliability of the Directors (including former Directors)
and the Auditors to the fullest extent allowable bylaw for damages defined by Article 423-1 of theCompanies Act. The purpose of this exemption is toensure the abilities of the Directors and the Auditors
can be performed at the fullest extent and their
expected roles can be fulfilled.
9. Summary of directors' and officers' liability insurance
The Company has concluded a directors' and officers'
liability insurance contract with an insurance company
as stipulated in Article 430-3(1) of the Companies Act.
The insured's scope under the insurance contract
covers the Directors and Auditors of the Company
and its subsidiaries. The insured does not bear thepremiums. The policy covers damages (defense costs,
compensation, and settlement payments) sufferedby the insured due to claims (including shareholder
lawsuits) brought against the insured during theinsurance period in connection with the insured's
performance of their duties. The policy will berenewed at the next renewal with the same contents.
10.Number of Members of the Board of Directors
The Articles of Incorporation state that the Company
shall have no more than eight Directors.
11.Election of the Directors
The Company’s Articles of Incorporation state that
resolutions for election of the Directors can only beresolved with more then one third of the shareholders
in posession of voting rights are present at the General
Meeting of the Shareholders and majority of the votes
are casted to support the election. The Articles ofIncorporation also states that cumulative voting is notallowed for resolutions to elect the Directors.
12.Matters subject to resolution by the General Meetingof Shareholders, which can be resolved by the Boardof Directors
The Company’s Articles of Incorporation states thatthe Board of Directors may resolve to pay dividendsof surplus, as prescribed by Article 454-5 of theCompanies Act to shareholders, class shareholders
and registered pledgee of shares, who are registeredor recorded on the last shareholder registry as of theclose of September 30 each year.
13.Requirements for validity of special resolutions atGeneral Meeting of Shareholders and General Meetingof Class Shareholders
The Company’s Articles of Incorporation statethat special resolutions at the General Meetingof Shareholders defined by Article 309-2 of theCompanies Act, will only be valid if one-thirds ormore shareholders entitled to exercise their voting
rights attends and two-thirds of the voting rights are
exercised. The Articles of Incorporation also statesthat special resolutions at the General Meeting ofClass Shareholders defined by Article 324-2 of theCompanies Act, will only be valid if one-thirds ormore shareholders entitled to exercise their voting
rights attends and two-thirds of the voting rights
are exercised. These regulations are intended tofacilitate the smooth operation of the General Meetingof Shareholders and the General Meeting of Class
Shareholders by relaxing the requirements for aquorum on special resolutions put to a vote at theGeneral Meeting of Shareholders and the General
Meeting of Class Shareholders.
14.Class B Shares
The Company’s Articles of Incorporation state that
10 Class B Shares constitute one share unit and 100
Common Shares constitute one share unit.
This dual class structure is implemented toconcentrate voting rights to Yoshiyuki Sankai and theFoundations in order to ensure that the Company’s
technologies are used for peaceful purposes only, andto prevent it being turned into something that could
harm people or to create weapons.
The Group’s vision for the future is to create a
Cybernics Industry—a new industrial field that will
support people by solving issues directly causedby aging and declining birth rate. To realize thisvision, the Company must coordinate business
management with research and development in
Cybernics Technologies. Yoshiyuki Sankai is thecreator of Cybernics Technologies, and continues tobe a central figure in Cybernics research. He is also
a business leader who seeks to make this innovativetechnology widely available for the benefit of society.
To increase corporate value, which will also benefit theshareholders, Yoshiyuki Sankai must remain to havea stable control over the management of the Company
for the time being. This scheme was designed toensure this.
In order to preserve the continuity of this Scheme,
Yoshiyuki Sankai plans to transfer part of the Class B
Shares held to the Foundations at no cost.

56

Furthermore, the Foundations plans to hold theClass B Shares for the foreseeable future.
As holders of Class B Shares, the Foundations havecreated the following guidelines concerning theexercise of voting rights with the objective of ensuringthat the Group’s advanced technologies are used forpeaceful purposes only and preventing damage tothe corporate value of the Company. As the owner of
the Class B Shares the Foundations shall vote against
resolutions that contain language defined in a and b
below at the General Meeting of Shareholders and theGeneral Meeting of Class Shareholders.
The Foundation is required to obtain the approval
from its board meetings and disclose the changes
through predetermined format in case of changing
the guideline. In the General Meeting of Shareholders
and General Meeting of Class Shareholders, theFoundation will vote against cases stated below.
a) A resolutions to dismiss or appoint directors that
may lead to the misuse of the Group’s innovativetechnology and to damaging the Group’s corporatevalueb) All other resolutions that with risk of turning theGroup’s technologies to harm people or damaging
the Group’s corporate value.

1.List of Board Members
Board of Directors

Yoshiyuki Sankai
Born June 24, 1958 (Male)

During the fiscal year under review, the Company
held the meeting of the Board of Directors once every
month. The following table sumarizes the attendanceby each member of the Board of Directors.
Name
Yoshiyuki Sankai
Shinji Uga
Yoshihiro Yasunaga
Hiroaki Kawamoto
Hikari Imai
Yuzo Toda
Akira Matsumura
Kenji Suzuki

Number ofmeetings held
12 times
12 times
12 times
12 times
12 times
9 times
12 times
12 times

Number ofattendance
12 times
12 times
12 times
12 times
12 times
7 times
12 times
12 times

Matters discussed at the meeting of the Board of
Directors include share repurchases, consideration of
director cometition/conflicts of interest, considerationof investment items, and consideration of businesscombinations.

Ph.D. in Engineering

Description of the positions, personal history, assignments and other important position held outside the Company
2003/7

Professor of Functional Engineering, University of Tsukuba

2020/6

2004/4

Professor of Information & Systems, University of Tsukuba(present)

Director of R&D Center for Frontiers of MIRAI in Policy and Technology,
University of Tsukuba (present)

2023/4

Director of CYBERDYNE MALAYSIA SDN. BHD (present)

2004/6

Director at incorporation of CYBERDYNE

2023/4

2006/2President and CEO of CYBERDYNE (present)

Program Director of Cross-ministerial Strategic Innovation Promotion
Program (present)

2010/3

Core Researcher of FIRST program hosted by the Cabinet Office

2011/10

Director of Center for Cybernic Research, University of Tsukuba

2013/8

Director of Cyberdyne Care Robotics GmbH

2014/11

Program manager of ImPACT Program hosted by the Cabinet Office

2016/8

Director of CYBERDYNE USA Inc. (present)

2017/10

Executive Research Director of the Center for Cybernics
Research, University of Tsukuba (present)

19 years

Akira Matsumura
Born October 25, 1954 (Male)(Important positions held outside CYBERDYNE)
Professor of Faculty 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
Director of CYBERDYNE MALAYSIA SDN. BHD
Program Director of Cross-ministerial Strategic Innovation Promotion Program

Special interest in CYBERDYNE

Years in service as Directorof the ordinary general meeting of shareholders.
15.Status of activitiy in the Board of Directors

President and CEO

none

Outside Director
Independent Officer

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

Ph.D. in Medicine

Description of the positions, personal history, assignments and other important position held outside the Company
2004/3

Professor of Clinical Medicine, University of Tsukuba

2007/4Vice Director of University of Tsukuba Hospital

2011/4

Director of Clinical Trial and Research Center,
University of Tsukuba Hospital
Director of University of Tsukuba Europe Office Bonn/Germany

2011/4
2014/4
2016/3Vice President of University of Tsukuba and Director of University
Hospital
Co-Representative Director of Artron (present)

2016/4

Hospital Board Trustee of Kennan Hospital

Years in service as Director

Born January 17, 1975 (Male)

Committee Chairman of Medical Education Committee at
Association of Japan Medical Colleges

2018/10Vice President, International Society for Neutron Capture Therapy

2020/4President of Ibaraki Prefectural University of Health Sciences

2021/4

Committee member of Ibaraki Prefecture Council for CardiovascularCountermeasures(Important positions held outside CYBERDYNE)
President of Ibaraki Prefectural University of Health Sciences
Hospital Board Trustee of Kennan Hospital
Co-Representative Director of Artron
Vice President, International Society for Neutron Capture Therapy

Special interest in CYBERDYNE

2 years

Kenji Suzuki

2018/6none

Outside Director
Independent Officer

Number of company shares owned
Common5,000 Shares

Ph.D. in Engineering

Description of the positions, personal history, assignments and other important position held outside the Company
2016/4

Professor of Engineering, Information and Systems
University of Tsukuba (present)

2017/10

Director of Center for Cybernics Research, University of Tsukuba(present)

2018/4President and CEO of PLIMES Inc. (present)

2021/2Advisor of Tsukuba City on Smart City/Super City (present)

2021/6

Director of CYBERDYNE Inc. (present)
Years in service as Director

2 years(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

Special interest in CYBERDYNE

none

Number of company shares owned–

57

Shinji Honda
Born May 26, 1958 (Male)

Outside Director
Independent Officer

Skill matrix of the Board of Director
Master in Business Administration
Industry specific skill

Description of the positions, personal history, assignments and other important position held outside the Company
1981/4

Joined Takeda Pharmaceutical Company Ltd.

2001/1Exectutive Vice President of TAP Pharmaceutical Products, Inc.

2005/10

General Manager of U.S. business at Takeda Pharmaceutical
Company Ltd.

2008/6

Head of Overseas Business Promotion Department at Takeda
Pharmaceutical Company Ltd.

2009/4President and Chief Executive Officer of Takeda Pharmaceuticals
North America, Inc.

2011/6

Corporate Officer of Takeda Pharmaceutical Company, Inc.

2011/6

Chief Integration Officer at Takeda Pharmaceuticals International,Inc.

2012/4

Corporate Officer and Head of Planning and Management
Department at Takeda Pharmaceuticals Company Ltd.

2012/4

Senior Management Director and Head of Planning andManagement Department at Takeda Pharmaceuticals Company Ltd.
Years in service as Director–

Hanako Muto
Born April 16, 1965 (Female)2014/10
2018/1
2018/2Name

Senior Management Director and CSO of Takeda Pharmaceuticals Company
Ltd.
Executive Officer of Business Planning Division at NISSIN FOOD HOLDINGS
CO., LTD.
Executive Officer and Corporate Strategy Officer (CSO) at NISSIN FOOD
HOLDINGS CO., LTD.

2018/3

Outside Director of Premier Foods PLC (England)

2018/6

Managing Executive Officer and Corporate Strategy Officer (CSO) at NISSIN
FOOD HOLDINGS CO., LTD.

2021/7

Executive Advisor at NISSIN FOOD HOLDINGS CO., LTD. (present)

2022/6

Outside Director at USS Co., Ltd. (present)(Important positions held outside CYBERDYNE)
Executive Advisor at NISSIN FOOD HOLDINGS CO., LTD.
Outside Director at USS Co., Ltd.

Special interest in CYBERDYNE

Number of company shares owned

none

Outside Director
Independent Officer–

Medical/clinical(Representative/

Akira
MatsumuraOutside/Independent

Kenji
Suzuki

Outside/Independent

HanakoMuto

Executive MBA

InsideYoshiyuki
SankaiShinji
Honda

Common skill

Role

R&D)

Outside/Independent(Newly appointed)

Outside/Independent(Newly appointed)

R&D

GlobalManagement
Experience

Finance/BusinessAcounting/development
Legal

Finance/
M&A・ ・・ ・
・
・・
・
・・
・
・
・ ・ ・
・ ・
・ ・ ・
・

Description of the positions, personal history, assignments and other important position held outside the Company
1986/8Joined the Mitsui Bank, Ltd.

1999/10

Joined Sony Corporation

2018/11

Joined General Incorporated Association Japan Industrial andMedical Gases Association (JIMGA)
Partner at Korn Ferry Japan (present)

2008/5

Joined Mitsubishi Corp. - UBS Realty Inc.

2022/7

2012/4

Joined NEXON Co., Ltd.

(Important positions held outside CYBERDYNE)

2013/5

Joined Mckinsey & Company Japan

Partner at Korn Ferry Japan (present)

2013/5

Joined Air Liquide Japan G.K. (formerly K.K.)
Years in service as Director–

Special interest in CYBERDYNE

none

Number of company shares owned–

58

Audit and Supervisory Board Members

Kazuaki Tanaka
Born April 3, 1957 (Male)

Outside Audit andSupervisory Board Member

Independent Officer
Full-time

Skill matrix of the Audit and Supervisory Board Members
Name

Type

KazuakiTanakaFull time

YutakaFujitaniPart time

Cees
Vellekoop

Part time

Kenichiro
OkamuraPart time

Description of the positions, personal history, assignments and other important position held outside the Company
1980/4

Joined Marubeni Corporation

2016/6Chairman of the Board of MX Mobiling Co., Ltd.

2008/4

Executive Officer of Marubeni

2020/6Advisor of MX Mobiling Co., Ltd.

2011/4

Managing Executive Officer of Marubeni(Important positions held outside CYBERDYNE)

2013/6

Representative Director and Managing Executive Officer of Marubeni Advisor of MX Mobiling Co., Ltd.

2015/4

Managing Executive Officer of Marubeni
Years in service as
Audit and Supervisory Board Member

Special interest in CYBERDYNE

none

2 years

Yutaka Fujitani
Born April 1, 1953 (Male)

Outside Audit andSupervisory Board Member

Number of company shares owned–

Independent Officer

Description of the positions, personal history, assignments and other important position held outside the Company
1975/4

Joined The Mitsubishi Bank, Ltd.

(Important positions held outside CYBERDYNE)

2005/1Joined KPMG AZSA LLC.

—

2011/6

Outside Audit and Supervisory Board Member of CYBERDYNE(present)
Years in service as
Audit and Supervisory Board Member

Special interest in CYBERDYNE

none

12 years

Cees Vellekoop
Born May 4, 1956(Male)

Businessmanagement

Risk
management

Legal

Finance/
Accounting

Auditing
experience

Global

・ ・
・
・
・ ・・
・ ・ ・
・
・ ・
・ ・・

Number of company shares owned–

Outside Audit andSupervisory Board Member

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

Registered as attorney-at-law at Court of Rotterdam District ofAmsterdam District
Admitted in Japan as attorney for foreign law

2003/5

Joined Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho
Years in service as
Audit and Supervisory Board Member

Born August 18, 1971 (Male)

Admitted in England and Wales as attorney-at-law
Audit and Supervisory Board Member of CYBERDYNE (present)(Important positions held outside CYBERDYNE)—

Special interest in CYBERDYNE

none

16 years

Kenichiro Okamura

2005/10
2007/6

Outside Audit andSupervisory Board Member

Number of company shares owned–

Independent Officer

Description of the positions, personal history, assignments and other important position held outside the Company
1994/4

Joined Chuo Audit Corporation

2016/6

Outside Director of Kanematsu Sustech Corporation (Audit Comittee)

2007/2

Representative Director of Kabushiki Kaisha BizNext (Now known
as Kaede Accounting Advisory Inc.) (present)

2019/9Audit and Supervisory Board Member of United Urban Investment
Corporation (present)

2011/6

Representative Director of Tokyo-IAS Inc. (Present)(Important positions held outside CYBERDYNE)

2011/6

Senior Partner of Akasaka Sogo Accounting Firm Co., Ltd.
(Now known as Kaede Tax Corporation) (present)

2015/6

Outside Auditor of SG Holdings Co., Ltd. (present)

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

Years in service as
Audit and Supervisory Board Member

12 yearsSpecial interest in CYBERDYNE

none

Number of company shares owned–

59

Notes to the List of Board Members
1. Director Akira Matsumura, Kenji Suzuki, Shinji
Honda and Hanako Muto are Outside Directors
2. Auditor Kazuaki Tanaka, Yutaka Fujitani, Cees
Vellekoop, and Kenichiro Okamura are Outside
Auditors
3. Director Akira Matsumura, Kenji Suzuki and Shinji
Honda, and Hanako Muto, as well as Auditor Kazuaki
Tanaka, Yutaka Fujitani, and Kenichiro Okamura
fullfills the requirement of the Independent Officer
defined by the Tokyo Stock Exchance Securities
Listing Regulation Article 436-2 as well as theCompany’s regulation on independence of the outsideboard member. As such the Company registers theaforementioned members as Independent Officers toTokyo Stock Exchange.
4. The elected period of the Directors are from the endof the Ordinary General Meeting of Shareholders
on June 22, 2023 to the end of the Ordinary General
Meeting of Shareholders for the fiscal year ending
March 31, 2025.
5. The elected period of Yutaka Fujitani, Cees Vellekoop
and Kenichiro Okamura is from the end of theOrdinary General Meeting of the Shareholders on
June 24, 2021 to the end of the Ordinary General
Meeting of the Shareholder for the Fiscal Year Ending
March 31, 2025.
2. Status of Outside Board Member
The Company has elected four Outside Directors andfour Outside Auditors.
The Company has not set any regulations or policies
regarding the independence of its Outside Directors
and Outside Auditors. Instead, the Company appoints
Outside Directors and Outside Auditors based on theirextensive experience as management, as well as their
deep insight about research, finance, accounting andlegal affairs, for the purpose of building an effective
corporate governance system from an external
standpoint.
The Company expects its Outside Directors andOutside Auditors to supervise the business executionof internal Directors.
Outside Director Akira Matsumura provides his
opinions and proposals regarding medical and clinicalaffairs in the Board of Directors from the standpointof the experiences as a medical doctor and manager
of a hospital. While Akira Matsumura holds 5,000
shares of the Company as of June 25th, 2022, when
the securities report was submitted, the Company
does not recognize it to have significant impact on
the relationship with Akira Matsumura. Furthermore,
there are no human, capital, business affiliation or any
other conflicts of interests between the Company andAkira Matsumura. In addition, while Akira Matsumura
currently serves as the Hospital Board Trustee of
Kennan Hospital, President of Ibaraki Prefectural
University of Health Sciences, and Co-Representative
Director of Artron, , the Company does not have
any human, capital, business affiliations or otherconflicts of interest with the aforementioned threeorganizations.
As of the date of submission of this report, Outside
Audit and Supervisory Board Member Cees Vellekoop,
holds 5,000 common shares of the Company, but it is
not considered to be material. The Company do nothave other special personal, capital, business, orother interest relationship with Cees Vellekoop. Thereis no special personal, capital, business, or otherinterest relationship between other outside directors
and outside corporate auditors and the Company.
Furthermore, there are no human, capital, businessaffiliation or any other conflicts of interests between
the Company and other Outside Directors and Outside
Auditors.
The Company share held by Outside Directors
and Outside Auditors are stated in the list of Board
Members “Numbers of Shares Held”.
3. Mutual cooperation between supervision or auditing by
Outside Directors, Outside Auditors, and supervision or
auditing by Internal Auditors, and Accounting Auditors
Outside Audit and Supervisory Board Members
supervise the business execution of inside membersof the Board of Directors and other management.
Audit and Supervisory Board Members conduct anaudit of the business execution of Members of theBoard of Directors and and Accounting Auditors.
Audit and Supervisory Board Members report theprocess and results of their audits at the Meeting of
the Board of Directors on a regular basis. This activity
is a significant support to the supervision of each
Board Member’s business execution by the Board of
Directors.

(Audit)1. Status of audit by Auditors
In accordance to Regulation of Audit and Supervisory
Board and Code of Kansayaku Auditing Standards,
the Auditors audits business execution of theGroup’s directors and other business executions. The
Company elected four Outside Auditors with extensive
experience on accounting, legal affairs and legal
management in general, each with a license of either
certified public accountant or attorney-at-law, for the
purpose of supervising the business management
effectively.
Full-time Outside Auditor Kazuaki Tanaka has
extensive business experience gained as a manager
in a major general trading company, including new
project development and overseas sales.Outside
Auditor Yutaka Fujitana has an extensive experienceon business management gained through his service
in a financial institute and auditing firm. Outside
Auditor Cees Vellekoop has an extensive experienceon legal affairs gained through his service as
attorney-in-law in Britain and the Netherland (bothcertificates have been relinquished). Outside Auditor
Kenichiro Okamura has an extensive experience on
financials and accounting gained through his service
as an Certified Public Accountant in both Japan andin the U.S.
There were 15 meeting of Audit and Supervisory
Board held in the relevant fiscal year. Attendance ofeach members are as follows.
Name
Kazuaki Tanaka
Yutaka Fujitani
Cees Vellekoop
Kenichiro Okamura

Number ofmeetings held
15 times
15 times
15 times
15 times

Number ofmeetings attended
15 times
15 times
15 times
15 times

The precise matters considered by the Meeting of Audit
and Supervisory Board were the appropriateness ofdecision-making by the Board of Directors, audit policies
and plans, the status of internal control systems, and theappropriateness of the methods and results of audits
conducted by the accounting auditors.
2. Status of audit by Internal Audit Office
The Company has an Internal Audit Office that consistsof one internal auditor (with a concurrent post) andperforms necessary operational audits based on theInternal Audit Policy. Internal Audit Office contributes
to the enhancement of the Company’s internal control
systems. As the internal auditor concurrently belongsin the Corporate sector as a leader of General Affairs
and HR team, an internal audit on General Affairs and
HR team are conducted by an auditor selected by thepresident and CEO. Internal Audit Office coordinateswith full-time Outside Auditor upon establishmentof an annual internal audit plan. Results of internal
audits are reported to the President and CEO and
Auditors on regular basis. Furthermore, if issues
related to internal control are found in the midstof internal audits, Internal Audit Office provides

proposals for improvement to the unit in charge ofthe internal control process. Internal Audit Officeexchanging opinions and information with Auditors aswell as Independent Accounting Auditors for effective
execution of audits.
3. Status of audit by Independent Accounting Auditorsa.Name of the auditing firm
Deloitte Touche Tohmatsu LLC
b.Continuous audit period
13 yearsc.Name of the CPA responsible for the audit
Daijiro Furutani
Joji Furukawa
d.Assistants involved in audit work
21 support members made up by seven CPAs andfourteen other professionals
e.The reason of selecting the firm
In selecting an auditing firm, the Company
confirmed that Deloitte Touche Tohmatsu LLC is
indepent and has necessary expertise, sufficient
size and overseas network to perform efficient audit
operations in accordance with a wide range of theCompany's operations. The Company also confirmedthat the audit system, audit scope, audit schedule,
other audit plans and expenses related to audit thatwere explained by the audit firm were reasonable
and appropriate. Also considering the past record of
the auditing and other factors the Company made acomprehensive judgment.
The Audit and Supervisory Board shall dismiss the
Independent Accounting Auditor with the consent of
all the Auditors, if the auditing firm is deemed to fallunder any of the grounds set forth in Article 340-1of the Companies Act. In such case, an Auditor shallreport the dismissal of the Independent Accounting
Auditor and the reason for the dismissal at the first
General Meeting of Shareholders convened after thedismissal.
In addition to the above cases, the Audit andSupervisory Board shall propose a resolution todismiss or not re-elect the Independent Accounting
Audior to the Board of Director, who will thenpropose the resolution to the General Meeting of
Shareholders based on the decision made.
f.Evaluation from the Auditor
The Audit and Supervisory Board confirmed that
Deloitte Touche Tohmatsu LLC is indepent and hasnecessary expertise, sufficient size and overseas
network to perform efficient audit operations inaccordance with a wide range of the Company's
operations. The Audit and Supervisory Board also
confirmed that the audit system, audit scope, audit
schedule, other audit plans and expenses related
to audit that were explained by the audit firm werereasonable and appropriate. Also considering thepast record of the auditing and other factors the Audit
and Supervisory Board made a comprehensive
judgment.

60

2. Remuneration for Directors, Auditors by each types and its total number

4. Compensation for Independent Accounting Auditors
a.Compensation for Certified Public Accountants, etc.
Class

The Company

Previous fiscal year
(As of March 31, 2022)
Compensation for audit andCompensation forattestation service
non-audit service(Millions of Yen)
(Millions of Yen)
30—

Consolidated subsidiary
Total

Current fiscal year
(As of March 31, 2023)
Compensation for audit andCompensation forattestation service
non-audit service(Millions of Yen)
(Millions of Yen)
36
—

5

—

23

—

35

—

59

—

b.Compensaton for organizations belonging to the same network as certified public accountants, etc. (excluding a. )Class

The Company

Previous fiscal year
(As of March 31, 2022)
Compensation for audit andCompensation forattestation service
non-audit service(Millions of Yen)
(Millions of Yen)——

Consolidated subsidiary
Total

Current fiscal year
(As of March 31, 2023)
Compensation for audit andCompensation forattestation service
non-audit service(Millions of Yen)
(Millions of Yen)
—
—

—

—

—

—

—

—

—

—

Detail of non-audit service
Previous fiscal year (from April 1, 2021 to March 31, 2022)
There were no items to report
Detail of non-audit service
Relevent fiscal year (from April 1, 2022 to March 31, 2023)
There were no items to reportc.Contents of remuneration for other important audit and attestation services
Previous fiscal year (from April 1, 2021 to March 31, 2022)
There were no items to report
Relevent fiscal year (from April 1, 2022 to March 31, 2023)
There were no items to reportd.Policy on determination of compensation
Compensation for Independent Accounting Auditors are determined by the Board of Directosrs, based on consent of the
Audit and Supervisory Board Members, considering the size of the Group, its nature of business, days required to conduct
audit and other factors.
e.Reason of consent from the Board of Audit and Supervisory Board
Based on the “Practical Guidelines on Cooperation with Accounting Auditors” published by the Japan Institute of Corporate
Auditors, the Audit and Supervisory Board confirmed changes in audit time and audit fees in the audit plan, the audit planfor the previous fiscal year and the status of performance, and examined the appropriateness of the estimated amountof remuneration. As a result, the Audit and Supervisory Board has given consent as set forth in Article 399, Paragraph 1of the Companies Act.
Compensation for Directors and Auditors
1. Policy on determination of amount of compensation and its calculation
The compensation for Directors and Auditors are determined within the limits approved by the General Meeting of
Shareholders, based on the discussion by the Compensation Commitee. The Committee have discussed the compensation
for such members after July 2023, in the committee of June 2023 and the decision was approved at the Board of Directors
on June 2023.
The upper limit of remuneration for the Directors was set at ¥100 million per year (maximum of 8 members), in accordance
to the resolution at the 2nd General Meeting of Shareholders on May 31, 2006.
The upper limit of remuneration for the Auditors was set at ¥50 million per year (maximum of 5 members), in accordance
to the resolution at the 3rd Ordinary General Meeting of Shareholders on June 28, 2007.
The details of the policy for determining the content of each individual director are as follows
a. Policy on base remuneration

Total Compensation(Millions of Yen)Type

Breakdown of compenstion (Millions of Yen)
Base salary

Stock options

Bonus

Retirement benefits

Number ofapplicable members(people)Directors (excluding Outside Directors)

44

44

—

—

—

4

Auditors (excluding Outside Auditors)

—

—

—

—

—

—

Outside Directors and Auditors

25

25

—

—

—

8

3. Total amount of consolidated compensation for each member
Since there were no members who received more than ¥100 million for a consolidated compensation, there were noitems to report.
Status of investment in other companies
1. Criteria and approach to classification of investment shares
The Company supports and nurtures startups for the purpose of solving problems in the society and creating a new
Cybernics Industry. The Company holds a investment securities in mainly non-listed startups with unique technologies.
However the purpose of this is not purely for investment, and the Company also enters into business alliance with allof the companies.
2. Investment shares held for purposes other than pure investment
a. Methods of verifying the rationality of the holding policy and the holding of each sharesDetails of verification
The Company will consider investments if the companies has the potential to contribute to maintaining or increasing
CYBERDYNE's corporate value by solving social problems and creation of new Cybernics Industry.
The shares held are reviewed by the Board of Directors as necessary, taking into account the results of initiatives,
progress, risks and other factors in light of the significance of holding the shares.
b. Number of companies and the total amount reported on the balance sheet
Total amount reported on thebalance sheet (Millions of yen)
2,068
480

Numbers of companies
Shares of unlisted companies
Shares of companies that are not unlisted28
2

The companies which the number of shares held by CYBERDYNE increased during the fiscal year ended March 31, 2023
Total amount of acquisition costs pertaining
to the increase in the number of shares(Millions of yen)331—

Numbers of companies
Shares of unlisted companies
Shares of companies that are not unlisted

6—

Reason for the increase in the numberof shares
Increase from acquisition of shares—

The companies which the number of shares held by CYBERDYNE decreased during the fiscal year ended March 31, 2023
Total amount of the sale price pertaining
to the decrease in the number of shares(Millions of yen)486
128

Numbers of companies
Shares of unlisted companies
Shares of companies that are not unlisted

1
1

c. Number of shares of specific investment stock and information on its total amount reported on the balance sheet
Current fiscal year
Company name

Previous fiscal year

Numbers of shares

Numbers of shares

Total amount reported on thebalance sheet(Millions of yen)

Total amount reported on thebalance sheet(Millions of yen)

200,000

200,000

Kringle Pharma, Inc.

A fixed amount of basic remuneration shall be determined by taking into consideration the Company's businessperformance and the results of the duties under the control of each Director.

195

162

233,300

319,500

Purpose of holding, quantitative effect andreasons for increase in number of shares(Purpose of holding)To accelerate the creation of the cybernics
industry

Shares held in
CYBERDYNE's
shareholding

None(Quantitative effects)
Difficult to describeb. Policy on Performance-Linked Remuneration, etc.
The Company determines a fixed amount of basic remuneration for exectuvie directors, taking into consideration the
Company's business performance and the results of the duties under the control of each of them. However, for Outside
Directors, from the viewpoint of their role and independence, they shall receive only base remuneration.
The performance-linked remuneration system shall be based on "consolidated revenue" which represents the Group's
final profit and loss, and "consolidated operating income," which is the result of the progress of the Group's corebusiness operations. If the "consolidated revenue" is positive, 20% of the base remuneration shall be paid. In addition if
the "consolidated operating income" is also positive, 50% of the base remuneration shall be paid.

Cyfuse Biomedical
K.K.
285

156

(Purpose of holding)To accelerate the creation of the cybernics
industry

None(Quantitative effects)
Difficult to describe61

Risks associated with business operations
Set out below are some of the major risks associatedwith the business operations of the Group as well asother potential risks that the Group may face. Listed
items include risks that may not apply directly, but havebeen included in order to disclose information fairly
and accurately as they are thought to be important forinvestors upon making sound investing decisions. While
the Group recognizes the possibilities of the listed risks
occurring and will take necessary measures either toavoid their occurrence or to react appropriately to reduce
damages, investors should carefully consider both thestated risks and other risks unstated, prior to making an
investment.
Furthermore, please keep in mind that the items set
out below do not cover all of the potential risks. The statedrisks are based on assumptions and beliefs derived frominformation currently available to the Group and they may
be altered due to change of circumstances in the future.
1. Risk in business execution(1) The Group business in a novel business category
The Group’s main product is HAL*, the world’s
first “Wearable Cyborg”, developed by Yoshiyuki
Sankai, President and CEO. The Group is currently
developing business of Medical HAL in Japan,
Europe, U.S., Asia Pacifics, and the Middle East.
Also in Japan, the Group is developing businessof HAL for Well-being Lower Limb Type, Single
Joint Type, Lumbar Type and HAL Lumbar Type forCare/Labor Support, etc. The Group’s technologies
are thought to be applicable to various fields,
including medicine, living support, labor support,
entertainment and so on. However, since the Groupis working in a novel business category, uncertainty
is very high, and there is no guarantee that themarket will grow steadily. Moreover, if penetration of
the Group’s products does not progress as planned,
or if the Group is unable to achieve profitability, its
business performance, financial condition, andfuture business development may be affected.
(2) Competition
The Group is developing its business in the fields of
medicine, care support and living support mainly
centered on HAL.
Currently, wearable robots are being developed bycompanies in Japan and other countries. As large
technology enterpises and various other companies
are entering the business of commercial robotics,
competitive landscape is changing.
There is a possibility that some of the Group’s
competitors have or may have substantiallygreater capital, human and other resources, more
efficient cost structures, higher brand recognition
and more diversified product lines than the Group.
For advanced products such as HAL, while theresearch, development, verification tests, process
to obtain safety standards certification and medical
device approval and receiving insurance coverage

requires a lot of time and investment, there are no
guarantees that the products sells successfully. Insuch business environment, if another company
succeeds in developing newer technologies ormore effective products than the Group, the Groupwill lose its advantage in the competition and theGroup’s business performance, financial condition,and future business development may be affected.
* Note, HAL is a Cybernic System that fuses and integrates the functionof human and robot. It is regarded to be the world’s first technology that
could improve, support, expand and regenerate the physical function of
the wearer. The Group obtained several patents to deploy the technology
as an international platform. Listed below are some of the basic patents
held by the Company.
Application number/
Name of invention/Inventor
Registration number
Type of invention(Date of application)
2004-068790/4200492 Wearable action assist device(2004/03/11)
Inventor: Yoshiyuki Sankai
Wearable action assist device, and controlling
2004-040168/4178185 methods of drive source in wearable action assist(2004/02/17)
device, and its program
Inventor: Yoshiyuki Sankai
Wearable action assist device, and method and2004-045354/4178186 program for controlling wearable action-assist device(2004/02/20)
Inventor: Yoshiyuki Sankai
2005-018295/4178187 Wearable action assist device and control program(2005/01/26)
Inventor: Yoshiyuki Sankai(3) Internal organizational structure
The Company was established on June 24, 2004
and has the following issues which are specific toventure companies.
i)The Group heavily relies on Yoshiyuki Sankai, thefounder, President and CEO of CYBERDYNE, inboth business management and development of
new technology. If he becomes unable to perform
his duties in the Group, the Group’s businessperformance and future business development
might be affected.
ii)The Group employees a great number of highlevel staff members in research and development.
However, if a staff members that are crucial
to the Group’s business resigns, the speed ofdevelopment might be affected.

iii)In accordance to the expansion of the business,
the Group intends to reinforce the manpower
and internal management structure. However, if
the Company fails to do so smoothly, the Group’sbusiness performance and future businessdevelopment might be affected.
(4) Dependence on a specific product
The majority of the Group’s revenue is composedfrom sales of HAL, and the product continues tobe the main source of revenue. As such, if there
is delay in approval process, changes of law or
healthcare policy and delay of preparing sufficient
insurance systems for HAL, the Group’s businessand profitability might be affected. In addition tothese factors, incase of lawsuits or other legal
action arising from the use of HAL, the emergenceof new technologies or technological innovation that
replaces HAL, the introduction of more competitive
products in the same category, changes in relevantlaws and regulations, changes in the relationshipwith the University of Tsukuba regarding the grantof exclusive rights to the use of intellectual property
related to HAL, and any other factors that could
preclude the potential of HAL, the Group’s businessperformance, financial condition, and futurebusiness development might be affected.
(5) Approval of medical devices
In order to sell HAL and other Group products
as medical devices, the products need to obtainapproval from authorities in each country and region
after undergoing certain tests and examinations
based on local laws and regulations.
The Group has obtained medical device approvaland clearances for HAL in EU, Japan, U.S., andetc. However, there is no guarantee that the Groupwill succeed in obtaining medical device approvaland clearances for HAL and other Group products
in other country or region. Even if it is approvedor cleared, the timing may be different for eachcountries and regions. Furthermore if laws andregulations in respective countries and regions
changes, approval for HAL might be canceled or fails
to be renewed. In such cases, the Group’s businessperformance, financial condition and future businessdevelopment might be affected.
(6) Insurance coverage
In order to spread Cybernics Treatment with theGroup’s technology, it is very important to receive
the coverage from both public and private healthinsurances so that the hospitals can be reimbursed
and a patient can receive the treatment with minimal
financial burden. However, insurance systems
is different in each countries and regions, andaspects such as the scope of coverage and payment
levels are determined separately by the respective
public insurance institutions or private insurancecompanies in each country and region. These
determinations may affect the Group’s businessperformance, financial condition, and futurebusiness development.
(7) Alliances and investments to startups
The Group regards its endeavors to make strategic
investment and formation of business alliance withstartups to be important procedure to accelerate
the creation of Cybernics Industry. The Groupwill continue to drive this endeavor proactively.
However, in this endeavor, it is difficult to predict
the effect of investment or alliance completely
beforehand. Moreover, there is no guarantee thatthe investment or alliance proceeds smoothly. The
Group cannot make guarantees that the effect ofstrategic investment and business alliance can beobtained within an initially projected time frame.
There are also possibilities that the Group might failto utilize the effects from an investment or allianceappropriately. In addition, the Group may be required
to change the evaluation of the share in accordances
to the status of the business of startups that theGroup invests in. These factors may affect theGroup’s business performance, financial condition,and future business development.
(8) Business activities in general
The Group conducts business activities in Japanand in other countries. The Group recognizes thefollowing risks in business activities for all countries
and regions. With regards to countermeasure
towards the new coronavirus, the Group encourages
remote work and web meetings to all of its
employees. The Group also constantly explains theneed of social distance in the office as well as
measures to prevent the infection to its employees
in suitable occations.
•Geopolitical risks associated with political andeconomic situations•Risks of infectious diseases and natural disasters•Risk of changes in legal and tax systems
Risks specific to business activities outside of Japan•Risk of differences in commercial and tradecustoms•Risk of large-scale strikes or other disruptions inworking conditions•Risk of difficulties in managing local personnel andbusiness operations due to cultural differences andother factors•Risk of difficulties in repatriation of funds to Japan•Risk associated with fluctuations in foreignexchange rates
There risks might affect business performance,
financial condition, and future businessdevelopment of the Group.

62

(9) Loss of clients due to product malfunctions
The Group continuously strives to improve
the quality of its products based on ISO13485(international standards for quality control
management systems for medical equipment).
However, there is no guarantee that its products
will be free of deficiency or that product liability
claims or recalls will not occur in the future. While
the product liability claims would be covered
entirely or in part by product liability insurance; itwill damage the social credibility of both the Groupand the product, resulting in effects of the Group’sbusiness performance, financial condition, andfuture business development.
(10) Intellectual propertyi)HAL is a unique technology that utilizes a wearer’s
BES and the patent rights for technologies
used in HAL are jointly held by the University ofTsukuba and the Company, except for patents
independently owned by the Company. The
Company signed a contract with the University
on an exclusive license for use of these patents.
This contract is considered to be important for
the Group’s operation. While the contract isvalid until the expiry date, if the contract lapses
due to breach of the contract, a merger, anacquisition of significant assets, or transfer of
the Company’s key business line, the Group’sbusiness performance, financial condition, andfuture business development might be affected.
ii)The Group has never received any claims from,nor been involved in a lawsuit with any third party
concerning intellectual property such as patentrights related to the Group’s business. Moreover,the Group considers it unlikely that its business
operations would be materially hindered due toa problem arising in relation to infringement on
intellectual property such as other parties’ patentrights during its business operations. The Grouptakes measures to avoid problems concerning
intellectual property infringement by conducting
continuous technical investigations.
However, as the Group ‘s business is strongly
associated with R&D, it is very difficult to avoid theoccurrence of problems concerning intellectual
property infringement completely. If the Groupgets involved in such situation, the Group willconsider countermeasures according to details ofeach case and consult with lawyers and patent
attorneys. In anycases, the process will require
a lot of time and money to reach a settlement,
regardless of the validity of the counter-party’s
claim. Furthermore, although the Group manages
its technologies with the utmost care, if a third
party violates the intellectual property of theGroup’s technologies, settlement of the issue will
also consume a lot of time and money. In suchcases, the Group’s business strategies, businessperformance, financial condition, and futurebusiness development might be affected.
(11) Legal risks
The Group’s business is subject to respective
laws and regulations of each country and region.
For example, laws and regulations concerning
intellectual property rights, product liabilities
related to technologies, pharmaceutical affairs,commercial transactions, import and export
restrictions, tax obligations, including tariffs, antibribery, anti-corruption, fair competition, labor,
consumers, personal information, environment,
foreign exchange and various others. Moreover, theGroup may encounter unexpected issues relating
to aforementioned laws, regulations or businesscustoms. In particular, some of the Group’s
products are medical devices designated under the
Pharmaceuticals and Medical Devices Act of Japan,
and the Group obtained the manufacture anddistribution approval from the MHLW in complianceto this law. Similarly, in other countries and regions,
local regulatory authorities’ approvals may berequired, along with supervision from respective
supervisory authorities. Approval inspections are
conducted to validate the effectiveness and safetyof the products and an application can be deniedor be delayed as a result of the inspection. Even
if it is approved, the approval could become void
if problems in product effectiveness or safety are
discovered. In addition, if the Group violates any
laws or regulations related to its business, it could
be subjected to civil, administrative, or criminal
sanctions, which might affect the Group’s social
credibility. In such a case, the Group’s businessperformance or financial condition may be affectedmaterially.

(12) Risks associated with personal information
The Group obtains the personal information of
HAL users. The Group lilmits the number of staff
who can access this personal information andalso signs nondisclosure agreements with all
executives and employees. Moreover, the Group
has taken adequate measures for the protection of
personal information, including the establishmentof regulations for protection of personal Informationand the appointment of a person in charge ofprotecting personal information. With suchmeasures, the Group has not recognized any
problem, such as leakage of clients information
to this date. However, if such problem occurs in
the future, not only the Group will be required tocompensate for damages caused but the Group’ssocial credibility will also be damaged, and affect
the Group’s business, financial status, and businessperformance.
(13) Peace and Ethics Committee
The Group has also established the Peaceand Ethics Committee to prevent the use of its
advanced technologies to harm people or to create
military weapons. The Committee are composedof all members of CYBERDYNE’s outside board
members and President and CEO. Resolutions in
the Committee requires two-thirds of the attending
member supporting the resolution. Before entering
fields outside the areas of medicine, living supportand disaster recovery, which are defined in the
Company Code of Conduct, the Peace and Ethics
Committee investigates, deliberates and reports
the results to the Board of Directors.
The result of the Committee’s examinationand verification might not necessarily contributeto improving the Group’s short-term businessperformance.
2. Risks associated with the President’s engagement as a
University professor(1) President’s engagement as a professor at the
University of Tsukuba
Yoshiyuki Sankai, President and CEO of theCompany, holds concurrent positions as a professorof the University of Tsukuba. Details of “i) measures
to avoid conflicts of interest between the Group,
the University of Tsukuba and ii) impediments toperformance of duties as the President and CEO are
as follows:i) Measures to avoid conflicts of interest
All decisions related to conflicts of interest, includingtransactions and conclusions of joint research
agreements with the University of Tsukuba aremade by the Board of Directors. When a resolution
concerns such cases, decision will be madeby three directors (three outside directors) that
excludes Yoshiyuki Sankai and any board member

affiliated with the University of Tsukuba. In addition,
Audit and Supervisory Board monitors for cases that
may be related to conflicts of interest and reports
any findings at the Meeting of the Board of Directors.
ii) Impediments to performance of duties as President
and CEO
Although duties related to Cybernics research by
the Group as well as University of Tsukuba areintegral and inseparable, the effect of duties asa faculty member of the University of Tsukuba(lectures, attendance at intramural meetings as auniversity professor, etc.) are limited at it does not
disturb performance of duties as President and CEOof the Company such as attendance at the Boardof Directors meetings, approval of requests andcommunication with investors, etc.
However, if Yoshiyuki Sankai prioritize his duties
as a university professor over his position as a
President and CEO of the Company, the Group’s
financial condition and business performance might
be affected.
3. Matters associated with advanced device businesses
in general(1) Risks associated with development businesses ingeneralIn the field of developing advanced technologies,
companies around the world compete with eachother for quality and speed of technologicalinnovation. In the long process that sretches frombasic research, development and manufacturing
and sales, companies must invest large amountsof funds over long term, since they must proceedin accordance with the various regulations of eachcountry. As such, research and development entail
many uncertainties and such risks are inherent in
the products developed or planned to be developedby the Group. While the Group develops its businessaccording to its business plan, there are no
guarantee that the Group will expand its businessdomains as planned, recognizes risks such aschanges of insurance systems that were previously
covering the cost of using the Group’s product.
If such risks materializes, the Group’s business,financial condition, and business performance might
be affected.
(2)Newly developed products
The Group explores and creates newly developed
products through joint research with research
institutions, such as University of Tsukuba, andregards development of new products as animportant business strategy to expand the existingproduct line up such as HAL for Medical Use, Wellbeing, Care Support, Labor Support, and Cleaning
Robot as well as Transportation Robot that is
equipped with artificial intelligence.

63However, there is no guarantee that such new
products will be successfully explored and created.
If exploration and creation activities of new products
were hindered for some reason, the Group’s
financial condition and business performance might
be affected.
(3) Delays of research and development
The Group proceeds research and development
efficiently by establishing cooperative relationships
with external partners, such as University ofTsukuba. However, there are no guarantee that
research and development activities proceeds asplanned. If the Group fails to obtain results asplanned or if the start or completion of various
experiments are delayed, it may delay the timing
or limit the range of medical device approvals andmanufacturing and marketing clearance. To avoid
such situations as much as possible, the Groupmanages and evaluates the progress of each productunder development in a timely manner and prioritize
products under development by changing the levelsof management resources invested in products
or deciding to suspend development temporarily.
While the Group works to reduce the risk of a sharp
increase in research and development expenses
with such measures, if research and development
does not proceed as planned, the Group’s, business,financial condition, and business performance might
be affected.
4. Risks related to the dual class share structure(1) Outline of the Scheme
Under the Group’s philosophy “Technology exists
for humans and society” the Group implements
advanced technologies such as HAL for peacefulpurposes. The peaceful application of Cybernics
Technologies to improve, support, expand andregenerate wearers’ physical functions matches theneeds of the hyper aging society, leading to increaseof the Group’s long-term corporate value. However,the Group’s technology has a potential to be turned
into tools of damaging people or into weapons in
the military industry. As a scheme to raise funds
from the market while ensuring peaceful use for theGroup’s technologies, the Company issues “Class B
Shares”, which is different from the listed Common
Shares. (The scheme involving the Company’s ClassB Shares is hereafter referred to as the “Scheme”)
In order to solve social problems surrounding
hyper aging and decline of population while
pioneering the new industrial field of Cybernics
Industry, the Group must advance the processof development of Cybernics Technologies andbusiness management as a whole. Yoshiyuki Sankai
is the creator of Cybernics Technologies, the central
figure of Cybernics researches and a business leader
who works to make contribution by making thisinnovative technology widely available. As such, theGroup believes it is necessary for Yoshiyuki Sankai

to continue his stable involvement in managementof CYBERDYNE in order to increase the corporate andbenefit the common interest of shareholders for thetime being. As such, the Group regards the Scheme
to ensure continuous involvement of Yoshiyuki
Sankai are important for the perspective of common
interest of shareholders.
To explain in detail, while Class B Shares areranked the same as Common Shares and paid thesame amount as Common Shares with regard to
dividends and distribution of residual assets, Class B
Shares differ from Common Shares in traded units.
Common Shares are traded in units of 100 shares,
while Class B Shares are traded in units of 10 shares.
This grants a holder of Class B Shares 10 times morevoting rights in comparison to the holder of Common
Shares with equal numbers of shares. Class B
Shares are currently held by Yoshiyuki Sankai, thefounder and President and CEO of the Company
and the two foundation; general incorporated
foundation Sankai Health Foundation and generalincorporated foundation Sankai Foundation for the
Promotion of Science (collectively referred to as
the “Foundation”), both of which Yoshiyuki Sankai
serves as Representative Director. As of March 31,
2023, Yoshiyuki Sankai holds 3,042,000 Common
Shares and 77,696,000 Class B Shares, which makes
up approximately 38% of the total number of sharesissued and 85% of the total number of voting rights.
Set out below is certain information concerning
this Scheme, Common Shares and Class B Shares.
i) Outline of the shares
Common shares
Dividends of surplus anddistribution of residual assets
The number of sharesconstituting one unit
Article of incorporation topreclude a resolution of theCommon Shareholders' Class
Shareholders’ Meeting
Shares with put option
Shares subject to call
Share split or consolidation
Listing

Class B Shares

Receive the same amount of dividends ofsurplus per share in the same rank
100 Shares
10 Shares(1 voting rights per (1 voting rights per 10
100 shares)
shares)
Yes

None

Yes
(1 Class B Share for 1
Common Share)
Yes
None(1 Class B Share for 1
Common Share)
Executed into the same numbers ofshares simultaneously
ListedUnlisted
Noneii)Difference between the share units of the two share
types
While shareholders of both Common Shares andClass B Shares receive the same amount of dividends
and distribution of residual assets at the samepriority level, they differ in the number of shares that
constitute one share unit. One hundred (100) Common
Shares constitute one share unit whereas ten (10)Class B Shares constitute one share unit. As such, ashareholder of Class B Shares has 10 times as many
voting rights as a shareholder of Common Shares
when they have the equal number of shares.
As of the consolidated financial year ended March
31, 2022, there was total numbers of 137,445,809
Common Shares and 77,700,000 Class B Sharesissued. Yoshiyuki Sankai, the President and CEOof the Company, holds 3,042,000 Common Sharesand 77,696,000 Class B Shares, which represents
approximately 38% of all issued and outstanding
shares of the Company and holds 85% of the total
number of voting rights, making him capable ofdetermining matters for resolution in the General
Meeting of Shareholders such as the selection of
directors or reorganization by acting on his own.
iii)Scheme to prevent changes of shareholders of ClassB SharesClass B Shares are issued to prevent the Group’s
technology from being turned to technology to harm
people or to weaponarys. In order to prevent Class B
Shares from being transferred to people or entities
other than the shareholders of Class B Shares, asof the submission date of the Company’s Annual
Securities Report released on June 30, 2022, theArticles of Incorporation of the Company states thata)The approval of the Board of Directors is necessary
upon the transfer of the Class B Shares to any
person who does not own Class B Sharesb)The Company shall acquire all Class B Shares inexchanged of one Common Share per Class B Shareupon a request for approval of share transfer byshareholder other than shareholder of Class B
Share, which is a request for approval as set downin Article 136 and 137 of the Companies Act or after
90 days from the date where a shareholder of theClass B Shares dies (excluding Class B shares thatwas transfered or inherited to other holders of ClassB Shares within 90 days from the date where ashareholder of the Class B Shares dies).
As of the submission date of the Company’s Annual
Securities Report, June 30, 2022, 77,696,000 ClassB Shares are held by Yoshiyuki Sankai and 4,000
Class B Shares are held by the Foundations. In
order to preserve the continuity of this Scheme,
Yoshiyuki Sankai plans to transfer part of the Class B
Shares held to the Foundations at no cost in case of
aforementioned event. Furthermore, the Foundations
plans to hold the Class B Shares for the foreseeable
future.

established the following guidelines on the executionof their voting rights, to prevent the Group’s
technologies from being turned into something thatwould damage the Group’s corporate value such as
weapons.
The Foundation is required to obtain the approval
from its board meetings and disclose the changes
through predetermined format in case of changing
the guideline. In the General Meeting of Shareholders
and General Meeting of Class Shareholders, theFoundation will vote against cases stated below.
a)A resolutions to dismiss or appoint directors that
may lead to the misuse of the Group’s innovativetechnology and to damaging the Group’s corporatevalueb)All other resolutions that with risk of turning theGroup’s technologies to harm people or damaging
the Group’s corporate valueiv)Breakthrough provision
If the shares held by one acquirer is over threequarters of the total number of issued shares(excluding the treasury stock) as a result of atakeover bid, all Class B Shares will be converted toCommon Shares.
v)Sunset provision
As stated in iii) above, Yoshiyuki Sankai plans totransfer portions of Class B Shares he holds to theFoundations at no cost in order to preserve thecontinuity of this Scheme. This Scheme is planned
to be continued after Yoshiyuki Sankai resigns hisrole as a director of CYBERDYNE, or after his death.
However, the Group recognizes a possibility wherethe voting by the Foundations after Yoshiyuki Sankai’s
resignation from the post of director (excluding cases
where he is reappointed or resumes to the post
simultaneously or immediately after resignation) does
not match the intention of the Company shareholders(including holders of the Common Shares), an
intention verification procedure of shareholders will
be conducted by the conclusion of the last General
Meeting of the Shareholders held in the fiscal year
ending within one year of the date of Yoshiyuki Sankai’s
resignation or within three months after the end of thelast fiscal year that ends within five years time since
the most recent intention verification procedure ofshareholders. More specifically, if the shareholders
of Common Shares and Class B Shares who holdone third of the total voting right (calculated using 100
Class B Shares for each share unit) participate in theintention verification procedure and two thirds (2/3) of
those who participated agree, all Class B Shares will
be converted to Common Shares of the Company.

As a shareholder of Class B Shares, the Foundations

64vi)Elimination of the Meeting of Class Shareholders comprised of shareholders of Common Shares
The Company’s Articles of Incorporation states that, theexecution of actions stated in each item of Article 322-1
of the Companies Act does not require the resolutionof the Meeting of Class Shareholders comprisedof shareholders of common shares, unless statedotherwise by law or by the Articles of Incorporation.
However, to ensure that the elimination of the
Meeting of Class Shareholders does not unfairly
damage the shareholders of Common Shares, out of
the actions stated in each item of Article 322-1 of theCompanies Act the Group will,a)Both common share and Class B Share shall becalculated at the same timing and same ratio upon
reverse share splits, share splits, free allocation ofshares, free allocation of stock acquisition rights,
allocation of shares as well as stock acquisition rights
to shareholders, share transfers (excluding cases
where the share transfer is conducted together withother companies) and changes to the calculation of theshare units.
b)in case of a merger agreement where the Company
will be absorbed, or a share exchange agreement
or share transfer plan (limited to cases where theshare transfer is conducted together with othercompanies) where the Company will become awholly owned subsidiary, is approved by all Meetingof Shareholders (if an approval by the Meeting of
Shareholders is not required, resolution by the Boardof Directors) of relevant companies, every Class B
Shares shall be converted to Common Shares.
(2)Risks of this Scheme
Class B Shares have been issued for the purposeof preventing the Group’s technology from being
used to harm people or to create military weapons.
However, this Scheme also presents potential risks
stated below. If such risks were to materialize, rights
and interests of the shareholders of the Company’s
Common Shares may be affected.
i) Strong influence of Class B Shareholders on
business matters
As of the fiscal year ended on March 31, 2022,
Yoshiyuki Sankai holds 3,042,000 Common Sharesand 77,696,000 Class B Shares which accounts
for 38% of the total number of issued shares. Thisequates to 85% of the total number of voting rightsof the Company, giving him strong influence overbusiness matters, while the influence of othershareholders are limited. Especially in cases where
Class B Shareholders exercises their voting rights
to ensure peaceful use of the Group’s technologies,
it may conflict the interest of other shareholders.

ii) Prevention of takeover bids
As Class B Shareholder possess 10 times morevoting rights in comparison to Common Shareholder
with same number of shares. While the Company
sets “breakthrough provision”, the outstanding
Class B Shares will only be converted to Common
Shares if the acquirer comes to possess threequarters (3/4) of the total numbers of issued shares(including Class B) in a take overbid or if two thirds(2/3) of shareholders who took part in the intention
verification procedures agrees to the conversion of
the Class B Shares to Common Shares.Therefore,
the Scheme may prevent acquisitions that may
benefit the shareholders of Common Shares.
iii)Elimination of the Meeting of Class Shareholders
comprised of shareholders of Common Shares
As the Company is capable of executing eachactions stated in Article 322-1 without the resolutionof the Meeting of Class Shareholders comprised ofshareholders of Common Shares (unless statedotherwise in law or Article of Incorporation), thedecisions made by the Company may not reflect theintention of the shareholders of Common Shares.
iv) Conversion of the Class B Shares
Because Class B Shares include the right to request
acquisitions under acquisition terms, there is
the possibility that a future conversion of Class B
Shares to Common Shares will increase the total
number of authorized Common Shares issued on
the market, and the market price of the Common
Shares may be affected.
5. Other risks(1) Dividend policy
The Company has not been able to pay dividends toshareholders since its establishment, and as of June25, 2021 when the Annual Securities Report wasissued the Company does not meet the requirement
stated in the Companies Act to pay dividends. For
the time being, the Company sets its priority onachieving profitability quickly, improving its financial
strength through retaining earnings and reinvestingin research and development activities. On the other
hand the Company recognizes returning profit toshareholders to be an important management issue
and will consider to pay dividends in the future taking
into account its financial condition and businessresults. However, if the Company’s earnings plan
does not proceed as envisaged, and it continues to beunable to achieve steady earnings, the Company may
have difficulty paying the dividends to shareholders.

(2) Financing and fund procurement
The Group records large amount of cost due toresearch and development of products that are
still in the early stages. This has been leading
to continuos recording of operating losses. The
Group’s funding needs are expected to increasein accordance to its business proceeds, such as
operating capital, investment in research anddevelopment, investment in facilities and potential
M&A, etc. Although the Group plans to continue
strengthening its financial base, depending on how
successful the Group is at securing profits andraising capital, its financial condition and businessperformance may be affected.
(3) Recording negative retained earnings
The Group has been putting a lot of focus on researchand development activities, which led to posting oflarge amount of research and development expenses
and negative retained earnings. The Group aims toachieve profitability quickly and to establish a strong
and stable financial base. However, there is a risk that
the Group’s business might not proceed as planned,
and that the Group may be unable to eliminate therecording of negative retained earnings brought
forward, which might affect its business, financial
condition, and business performance.
(4) Loss carried forward for tax purposes
Since the Group has been making upfront
investments in development as a corporate researchand development group, the Group has posted aloss carried forward for tax purposes. Should there
be any changes to the Japanese tax systems in
the future to tighten the restrictions on deductionof losses carried forward, the Group might lose
the opportunity to recover part of the capital thatit has invested in research and development, andits business, financial condition, and businessperformance may be affected.
(5) Fluctuations in foreign exchange rates
Since the financial results of the group companies
that are located outside of Japan needs to betranslated into Japanese yen, when the results
are reflected in the Group’s consolidated financial
statements, the Group is exposed to risk from theeffects of fluctuations in foreign exchange rates.
Therefore, if foreign exchange rates were to fluctuate
sharply in the future, the Group’s financial condition
and business performance might be affected.

65

【Status of the Company】
Consolidated management indicators under International Financial Standards (IFRS)

Non-consolidated management indicators

International Financial Standards (IFRS)Fiscal Year
Revenue
Operating profit (loss)
Profit (loss) before tax
Profit (loss) attributable to owner of the parent
Comprehensive profit(loss) attributable toowners of the parent
Equity attributable to owners of the parent
Total assets
Equity attributable toowners of the parent per share

March 2019

March 2020

March 2021

March 2022

March 2023

Millions of yen
Millions of yen
Millions of yen
Millions of yen

1,709
(830)
(569)
(632)

1,792
(1,039)
91
(152)

1,875
(700)
408
(59)

2,150
(878)
(389)
(498)

3,289
(1,145)53(298)

Millions of yen(1,480)

42

(479)

(371)

(131)

Millions of yen
Millions of yen

44,21745,74644,26847,80843,776
48,11943,41349,467

42,10150,187

Yen

205.50205.71203.39201.74

199.32

Basic earnings (loss) per share

Yen(2.94)(0.71)(0.27)(2.32)(1.39)

Diluted earnings (loss) per share
Ratio of equity attributable to owners of the parent
Return of equity attributable toowners of the parent
Price-to-earnings ratio
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities

Yen%(2.94)
96.7(0.71)
92.6(0.27)
91.0(2.32)
87.8(1.39)
83.9

Balance of cash and cash equivalents at
the end of the fiscal year
Numbers of employee(Average number of non-regular employees)

Fiscal year
Net sales
Operating profit (loss)
Net profit (loss)
Share capital
Total number of issued shares
Net assets
Total assets
Net assets per share
Dividend per share(Interim dividend per share)
Net profit (loss) per share
Diluted net income per share
Capital ratio
Return on equity
Price-to-earnings ratio
Payout ratio
Numbers of employee(Average number of non-regular employees)

March 2019
Millions of yen
Millions of yen
Millions of yen
Millions of yen
SharesMillions of yen
Millions of yen
Yen
Yen
Yen
Yen
%
%
Ratio
%

%

—

—

—

—

—

Ratio
Millions of yen
Millions of yen
Millions of yen—(775)(1,917)
670

—
(215)
(244)
1,304

—
(775)
(2,794)
617

—
(564)
(1,788)
1,248

—
(143)
2,173
14

Millions of yen

8,796

9,636

6,704

5,677

7,801

Total shareholder return(Comparative index: TSE Mothers Index)

%

257
(55)

Highest share price
Lowest share price

Yen
Yen

persons

84
(47)

95
(56)

96
(44)

201
(47)

Persons

March 2020

March 2021

March 2022

March 2023

1,530
1,595
1,663
1,564
1,715
(734)
(615)
(521)
(602)
(545)
(1,906)
(849)
(527)
(607)
(595)
26,77826,77810
10
10
Common Share Common Share Common Share Common Share Common Share
137,445,809
137,445,809
137,445,809
137,445,809
137,445,809
Class B Share Class B Share Class B Share Class B ShareClass B Share
77,700,000
77,700,000
77,700,000
77,700,000
77,700,000
44,02043,16742,70842,08040,43544,74043,89943,29542,663
41,531204.52200.56
198.43195.51
191.42
—
—
—
—
—
(—)
(—)
(—)
(—)
(—)
(8.86)(3.95)(2.45)(2.82)(2.77)
—
—
—
—
—
98.4
98.3
98.6
98.6
97.3
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
65
78
81
84
82
(41)
(47)
(39)
(40)
(37)
45.4
28.1
29.7
24.2
18.9
(79.2)(60.7)(117.9)(65.7)(94.8)
1,538
753
975
695
463
449
320
360
307
276

Notes

Notes

1.The Company has prepared the consolidated financial statements under International Accounting Standards.

1. The Company did not state diluted net income per share because, while there are diluted shares, CYBERDYNE recorded net loss per share.

2.The Company did not state the price-to-earnings ratio because CYBERDYNE recorded a loss attributable to the owners of the parent

2. The Company did not state return of equity as CYBERDYNE recorded net loss attributable to owners of the parent.

3.The Company did not state the return of equity attributable to the owners of the parent because CYBERDYNE recorded a loss attributable to the owners of

3. The Company did not state price-to-earnings ratio as CYBERDYNE recorded net loss per share.

the parent
4.Rounded down to the closest millions of yen (same for the following)

4. The highest and lowest share prices are based on share price at Tokyo Stock Exchange (Growth) price starting from April 4, 2022. Prices before thatdate are based on the share price at Tokyo Stock Exchange (Mothers)

5. In the consolidated fiscal year, the Company finalized the provisional accounting treatment for the business combination, and the related key management
indices for the previous consolidated fiscal year are based on the amounts after the significant revision of the initial allocation of acquisition costs due tothe finalization of the provisional accounting treatment was reflected.

66

【Consolidated financial statements】
Consolidated statement of financial position
Previous consolidated fiscal year
(As of March 31, 2022)

Current consolidated fiscal year
(As of March 31, 2023)

Millions of yen

Millions of yen

AssetsCurrent assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Inventories

5,677
493
15,151

7,801
540
9,507

1,089

991

Other current assets
Total current assets
Non-current assets
Operating lease assets
Property, plant and equipment
Right of use assets
Goodwill
Intangible assets
Investment accounted forusing equity method
Other financial assets
Other non-current assets
Total non-cur rent assets
Total assets

455
22,865308
19,147430
13,416
499
2,070
76

430
13,406
546
2,531
80

435

240

9,571
105
26,602
49,467

13,641
166
31,04050,187

Liabilities and equity
Liabilities
Current liabilities
Trade and other payables
Bonds and borrowings
Lease liabilities
Other current liabilities
Total current liabilities
Non-current liabilities
Bonds and borrowings
Third-party interests in CEJ Fund
Lease liabilities
Provisions
Deferred tax liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
EquityShare capital
Capital surplus
Treasury shares
Other components of equity
Retained earnings
Total equity attributable to owners of the parent
Non-controlling interests
Total equity
Total liabilities and equity

Previous consolidated fiscal year
(As of March 31, 2022)
Millions of yen

Current consolidated fiscal year
(As of March 31, 2023)
Millions of yen

418

690

34

89

118
259
828

147
365
1,291

34
3,629
389
96
1,040
—
5,189
6,017

21
4,792
412
96
1,577
14
6,913
8,204

10
42,869(0)(1,145)
1,679
43,41338
43,4501042,877(1,188)(979)
1,381
42,101(118)
41,98349,46750,18767

【Consolidated statement of profit or loss and consolidated statement of comprehensive income】
Consolidated statement of profit or loss

Revenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Research and development expenses
Other selling, general and administrative expenses
Total selling, general and administrative expenses
Other income
Other expenses
Operating profit (loss)
Finance income
Finance costs
Gains related to CEJ Fund
Share of profit (loss) of investments
accounted for using equity method
Profit (loss) before tax
Income tax expense

Previous consolidated fiscal year
(From April 1, 2021 to March 31, 2022)
Millions of yen
2,150
(688)
1,462

Current consolidated fiscal year
(From April 1, 2022 to March 31, 2023)
Millions of yen
3,289(1,498)
1,791

(713)
(1,797)(2,509)
175
(6)
(878)
398
(4)
115

(735)
(2,406)(3,140)212(8)(1,145)
1,312
(193)
274

(19)

(195)

(389)

53

(133)

(446)

Profit (loss)

(522)

(393)

Profit (loss) attributable to
Owners of parent
Non-controlling interests
Profit (loss)

(498)
(24)
(522)

(298)
(95)
(393)

Earnings (loss) per share
Basic earnings (loss) per share (yen)(2.32)(1.39)

Diluted earnings (loss) per share (yen)(2.32)(1.39)

Consolidated statement of comprehensive income

Profit (loss)
Other comprehensive income
Items that will not be reclassified to
profit or loss
Financial assets measured at fair value through othercomprehensive income
Total of items that will not be reclassified to profit
or loss

Previous consolidated fiscal year
(From April 1, 2021 to March 31, 2022)

Current consolidated fiscal year
(From April 1, 2022 to March 31, 2023)

Millions of yen(522)

Millions of yen
(393)

(20)

36

(20)

36

Items that may be reclassified to profit or loss
Exchange differences on translation of foreign
operation
Total of items that may be reclassified to profit or loss
Total other comprehensive income, net of tax
Comprehensive income

149

134

149
129
(393)

134
170
(223)

Comprehensive income attributable to
Owners of parent
Non-controlling interests
Comprehensive income

(371)
(22)
(393)

(131)
(91)
(223)

68

Consolidated statement of changes in equity

Share capital

April 1, 2021
Profit (loss)
Other comprehensive income
Total comprehensive income
Share-based payment transactions
Equity transaction with noncontrolling interest
Increase (decrease) by businesscombination
Total transactions with owners
March 31, 2022
Profit (loss)
Other comprehensive income
Total comprehensive income
Share-based payment transactions
Acquisition of treasury shares
Equity transaction with noncontrolling interest
Increase (decrease) by businesscombination
Other
Total transaction with owners
March 31, 2023

Capital surplus

Equity attributable to owners of parent
Other components of equity
Financial assets
Exchangemeasured at fair
Treasury sharesdifferences on
Stock acquisition
value through othertranslation ofrightscomprehensive
foreign operations
incomeMillions of yen
Millions of yen
Millions of yen
Millions of yen(0)(1,286)
(6)
19
—
—
—
—
—
(20)
147
—
—
(20)
147
—
—
—
—
—

Millions of yen
10
—
—
—
—

Millions of yen
42,861
—
—
—
8

—

—

—

—

—

—

—

—

—

—

—

—

—
10
—
—
—

8
42,869
—
—
—

—
(0)
—
—
—

—
(1,306)
—
36
36

—
142
—
130
130

—
19
—
—
—

—

8

—

—

—

—

—

—

(1,188)

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—
—
10

—
8
42,877—(1,188)(1,188)——(1,270)

—
—
272

—
—
19

April 1, 2021
Profit (loss)
Other comprehensive income
Total comprehensive income
Share-based payment transaction
Equity transaction with noncontrolling interest
Increase (decrease) by businesscombination
Total transactions with owners
March 31, 2022
Profit (loss)
Other comprehensive income
Total comprehensive income
Share-based payment transactions
Acquisition of treasury shares
Equity transaction with noncontrolling interest
Increase (decrease) by businesscombination
Other
Total transaction with owners
March 31, 2023

Equity attributable to owners of parent
Other componentsof equity
Retained earnings
Total
Total
Millions of yen
Millions of yen
Millions of yen(1,272)
2,177
43,776
—
(498)
(498)
127
—
127
127
(498)
(371)
—
—
8

Non-controllinginterests

Total equity

Millions of yen
10
(24)
2
(22)
—

Millions of yen
43,786
(522)
129
(393)
8

—

—

—

8

8

—

—

—

41

41

(1,145)(1,272)
—
166
166

—
1,679
(298)
—
(298)

8
43,413
(298)
166
(131)

49
38
(95)
4
(91)

58
43,450
(393)
170
(223)

—

—

8

—

8

—

—

(1,188)—(1,188)

—

—

—

9

9

—

—

—

(75)

(75)

—
—
(979)

—
—
1,381

—
(1,180)42,101

2
(65)
(118)

2
(1,244)
41,98369

Consolidated statement of cash flows
Previous consolidated fiscal year
(From March 31, 2021 to March 31, 2022)

Current consolidated fiscal year
(From March 31, 2022 to March 31, 2023)

Millions of yen

Millions of yen

Cash flows from operating activities
Profit (loss) before tax

(389)

53

Depreciation and amortization

482

627

Finance income(398)(1,312)Finance costs

4

193

Losses (gains) on CEJ Fund

(115)

(274)

Share of loss of investments accounted for using
equity method

19

195

Decrease (increase) in inventories

(281)

98

Decrease (increase) in trade and other receivables

29

(275)

Increase (decrease) in trade and other payables

(61)

379

Other

187

261

(521)

(55)

SubtotalInterest and dividends received

16

20

Interest paid

(2)

(0)

Income taxes refund

53

2

Payments for administrative expenses etc. related to
CEJ Fund

(110)

(110)

Net cash provided by (used in) operating activities

(564)

(143)

(15,000)

Cash flows from investing activities
Purchase of investments(19,499)

Proceeds of redemption of investments

26,00018,000

Payments into time deposits(2,500)(2,000)

Proceeds from withdrawal of time deposits

—

4,500

Purchase of property, plant and equipment(1,770)(451)

Purchase of intangible assets
Purchase of investment securities
Proceeds from sale of investments securities

(6)

(58)

(1,848)(3,309)—556

Purchase of stock of subsidiaries with change of scopeof consolidation(2,008)(23)

Payments for loans receivable

(139)

(69)

Collection of loans receivable

—

13

Other

(18)

14

Net cash provided by (used in) investing activities(1,788)2,173

Cash flows from financing activities
Repayments of long-term borrowings

(47)

(12)

Purchase of treasury shares—(1,188)

Lease liabilities paid

(68)

(153)

Contributions into CEJ Fund from third-party investors

1,360

1,380

Other

3

(13)

1,248

14

77

80

Net increase (decrease) in cash and cash equivalents(1,027)

2,124

Cash and cash equivalents at beginning of fiscal year

6,704

5,677

Cash and cash equivalents at end of year

5,677

7,801

Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash
equivalents

70

Major shareholders
Number of shares held

Channges in the total number of issued shares and share capital
Changes in the sharecapital(Millions of yen)

Outstanding
share capital(Millions of yen)

Changes in the capitalsurplus (Millionsof yen)Outstanding capitalsurplus (Millionsof yen)26,77835

26,714

Date

Changes in the
total number of issued
shares (shares)

March 5, 2019 *3

Common Shares
98,200Common Shares
137,445,809
Class B Shares
77,700,000

35—Common Shares
137,445,809
Class B Shares
77,700,000(26,768)

March 4, 2021 *3

Total outstanding
shares (shares)

As of March 31, 2023

Name of shareholder
Yoshiyuki Sankai
Daiwa House Industries Co., Ltd.

10

26,714—

THE BANK OF NEW YORK MELLON SA/NV 10
The Nomura Trust & Banking Co., Ltd. (Investment Trust Account)

Notes

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

1. The Company allocated shares with transfer restriction to employees of the Company on March 5, 2019. Due to this event, there was an increase of 98,200 commonshares in the amount of issued shares. There was also an increase of ¥35 million in share capital and capital surplus.
2. On 4 March 2021, under Article 447, paragraph 1 of the Companies Act, the capital was reduced by ¥26,758 million and transferred to other capital surpluses.

Ueda Yagi Securities Co., Ltd.

Classification of shareholders
Common Share

Mikio Yano

As of March 31, 2023
Status of shares (100 shares per 1 share unit)

Classification

Foreign investors

Government andlocal government

Financial
institution

Financial instrument
service operators

Other
corporations

Number ofshareholder(person)

—

7

33

417

178

221

76,58977,445—

Number ofshareholder(unit)—

47,06330,075

288,636

63,094

3,722

941,420

1,374,010

44,809

Shareholding
ratio (%)

—

3.43

2.19

21.01

4.59

0.27

68.52

100

—

Non-individuals

Individual
Investors etc.

Status of shares lessthen one share unit
(share)Individuals

Total

Custody Bank of Japan, Ltd. (Investment Trust Account)
Daido Life Insurance Company(Standing proxy: Custody Bank of Japan, Ltd.)
Hidenori Ishii
Total

Yoshiyuki Sankai

As of March 31, 2023

Class B Share
Status of shares (10 shares per 1 share unit)
Classification

Foreign investors

Government andlocal government

Financial
institution

Financial instrument
service operators

Other
corporations

Number ofshareholder(person)

—

—

—

2

Number ofshareholder(unit)

—

—

—

400

—

—

7,769,600

7,770,000—

Shareholding
ratio (%)

—

—

—

0.01

—

—

99.99

100

—

Non-individuals—

Individuals—

Individual
Investors etc.

Status of shares lessthen one share unit
(share)

1

Total

3

—

12.31

1,826,400

0.86

1,690,000

0.80

1,531,600

0.72

913,400

0.43

740,100

0.35

678,500

0.32

500,000

0.23

459,300

0.21

115,077,300

54.50

As of March 31, 2023

Name of shareholder

2. Out of 4,011,673 shares in the treasury stock, 40,116 units were included in “Individual investors etc.“ and 73 shares were included in “status of shares less than one
share unit“

Shareholding
ratio (%)
38.24

26,000,000

Number of voting rights heldNotes
1. Yoshiyuki Sankai has both Common Share and Class B Share

Numbers of share held
(shares)
80,738,000

Daiwa House Industries Co., Ltd.
THE BANK OF NEW YORK MELLON SA/NV 10
The Nomura Trust & Banking Co., Ltd. (Investment Trust Account)
The Master Trust Bank of Japan. Ltd. (Trust AccountUeda Yagi Securities Co., Ltd.
Mikio Yano
Custody Bank of Japan, Ltd. (Investment Trust Account)
Daido Life Insurance Company(Standing proxy: Custody Bank of Japan, Ltd.)
Hidenori Ishii
Total

Numbers ofvoting rights held
(units)7,800,020

voting rights
ratio (%)
85.68

260,000

2.86

18,2640.20

16,9000.19

15,316

0.17

9,134

0.10

7,401

0.08

6,785

0.07

5,000

0.05

4,593

0.05

8,143,413

89.45

71

Status of affiliated companies
Name

As of March 31, 2023
Location

Share capital

Ownershipof votingrights (%)

Major business line

(Consolidated subsidiary)(Outside Japan)
CYBERDYNE Care Robotics GMBHCYBERDYNE USA Inc.

Status of employees
Status of employees in the GroupAs of March 31, 2023

Number of employees (person)
257 (55)(Notes)State of NRW, Germany
State of California, USA

RISE Healthcare Group. Inc

State of California, USA

CYBERDYNE MALAYSIA SDN.BHD.

Kuala Lumpur, Malaysia

LeyLine GmbH

State of NRW, Germany

25,000 EUR

Functional improvement/regeneration treatment
service with HAL and sales of HAL

100.0

Members of the Board of Directors who also hold positions as Company employees or dispatch workers sent from a temp agencies.
(2) The number of contract employees are stated in the brackets (). This number includes part-time workers but excludes those who work in theManagement and acceleration of the Company’s
14,100,000 USD
business in the U.S.

100.0

990,748 USD Management of outpatient rehabilitation clinic

80.0(80.0)

1,000,000 MYR(1) The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the number ofPromotion of CYBERDYNE's business in Asia PacificregionManagement, development, manufacturing and56,250 EUR human development of PETRONAS MIE Racing
Honda Team

100,0Group as second jobs.
(3) The number of employees increased by 56 in the current fiscal year. This is mainly due to increase of consolidated subsidiary and business expansion.
As of March 31, 2023

Status of employees in the Company
Number of employees (person)
82 (37)

63.6

Average age (years old)

Average years in service (years)

43.7

7.6

Average annual salary (thousands of yen)
6,119

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

Mie prefecture, Japan

3,000,000 JPY Training service with HAL

100.0

Shonan RoboCare Center Co., Ltd.

Kanagawa prefecture, Japan

3,000,000 JPY Training service with HAL

100.0

Oita RoboCare Center Co., Ltd.

Oita prefecture, Japan

3,000,000 JPY Training service with HAL

100.0

C2 Inc.

Tokyo prefecture, Japan

10,000,000 JPY

CEJ Capital, Inc.

Ibaraki prefecture, Japan

Management and operation of Cybernic Excellence
45,000,000 JPY
Japan Fund 1 Investment Limited Partnership

Cybernic Excellence Japan Fund 1
Investment Limited Partnership*2

Tokyo prefecture, Japan

7,920,000,000 JPY

Development and operation of smartphone healthcare
app "JUKUSUI"

100.0(2) The number of contract employees and part-time workers are stated in the brackets ().
(3) Average annual salary includes bonuses and substandard wages.
(4) As the company operates in a single business sector, the number of employees is company-wide.

Status of workers unionCYBERDYNE have not formed a workers union for the company. However the management have a good relationship with its workers and have no special item
60.0

Investment fund-related businesses aimed at creating
the new Cybernics Industry(1) The number of employees includes full-time employees and members on temporary transfer assignments.

to report.

60.0(60.0)

and five other companies

As of March 31, 2023
Name

Location

Share capital

Major business line

Ownershipof votingrights (%)(affiliated company accounted for byequity method)CYBERDYNE Omni Networks, INC.

Tsukuba city,
Ibaraki prefecture, Japan

Communication business in relation to IoH/IoT and
160 million JPY Cybernics field, sales of communication device andoffering of related services

49.0

Shisei Datum Ltd.

Machida city,
Tokyo prefecture, Japan

150 million JPY

Design, development, and manufacture of electronic
blood pressure monitors for medical use

32.0

Notes
1. There are no companies that have submitted securities registration statements or securities reports.
2. Brackets in the ownership of voting rights is the joint ownership percentage and is included in the total.

72