16th
Ordinary General
Meeting of Shareholders
Date

11 am (Reception starts from 10am)
Wednesday, June 24, 2020
Venue

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

Table of contents
Notice of the 16th Ordinary General Meeting of Shareholders

1

Business report

8

Consolidated financial statements

25

Non-consolidated financial statements

27

Audit report29【Request to Refrain from Attending】
The infection of COVID-19 is continuing. There is a riskof mass infection at the General Meeting of Shareholders
where many shareholders gather. Please consider to refrainfrom attending the meeting on the day, to avoid infection.

CYBERDYNE Inc.

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

This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Japaneseoriginal were audited by Deloitte Touche Tohmatsu LLC.

To our shareholders
June 6, 2020
2-2-1 Gakuen-minami, Tsukuba, Ibaraki, Japan

President and CEO Yoshiyuki Sankai
CYBERDYNE Inc.

Notice of 16th Ordinary Meeting of Shareholders
We would like to take this opportunity to thank you for your support towards our endeavors.
You are cordially invited to the 16th Ordinary General Meeting of CYBERDYNE Inc. (the “Company”), which will beheld as detailed below.
In order to comply with the Companies Act, the General Meeting of Shareholders will be conducted at the venue
stated below. However, the venue of the meeting will be significantly limited compared to other years, in order toprevent the spread of COVID-19. We would like to ask all of our shareholders to throughly review the precautions inthis document and make a careful decision on whether or not to participate in the meeting.

Date

11 am (Reception starts from 10am) Wednesday, June 24 2020

Venue

NOVA HALL, LARGE HALL, 1-10-1, Azuma, Tsukuba, Ibaraki
Please refer to the map on the end page)
In order to prevent the spreading of the infection, the number of seats available will be greatly
reduced this year. Therefore, we may be forced to refuse admission even if you attend on theday. We kindly ask for your understanding in advance.
Furthermore, if the venue becomes unavailable, it will be informed on the company website.
We strongly advice our shareholders who intend to attend the General Meeting of Shareholders
to check the company website (https://cyberdyne.jp) in advance on the day before the General
Meeting of Shareholders.

Agenda<Matters to be reported>
1. The Business report for the 16th fiscal year ended March 31 2020, consolidated
financial statements and audit reports on the consolidated financial statements by the
Accounting Auditors and the Audit and Supervisory Board.
2. Non-consolidated financial statements for the 16th fiscal year ended March 31 2020.

1

Cautions *Please be sure to read carefully
The start time or venue of the shareholders meeting may be changed depending on the situation of
the spreading of infection. Any changes with regards to the meeting shall be posted on the company
website stated below. For our shareholders intending to attend the shareholders meeting, please be sure
to check the company website before attending.
The Company website

https://www.cyberdyne.jp/english/

For our shareholders who intends to attend the meeting, please bring and wear a mask.
A staff member will examine your temperature near the entrance. We may refuse admission and ask
you to leave if you have a fever, if you seem to be feeling unwell or if you entered Japan within 14 days
prior to June 24, 2020. If you entered Japan within 14 days prior to June 24, please tell one of our staff
members at the reception.
Inside the hall, please sit apart from other attendees and make sure to maintain enough distance. Please
follow instructions from the operating staffs.
There will be no display of company products and distribution of souvenirs at the 16th Ordinary
Meeting of Shareholders
In order to prevent the spread of the COVID-19, detailed explanation of "the matters to be reported"(including Audit Report" will be omitted for the purpose of shortening the meeting time. Please readthrough the "Notice of the 16th Ordinary Meeting of Shareholders" before the meeting.
From the perpective of reducing risk of infection and ensuring continuity of the company business,some of our Directors as well as Audit and Supervisory Board Members may be absent or may attend
the meeting through online tools.

Disclosure via the Internet
I. Among the documents and matters to be included in this Notice of the 16th Ordinary General Meeting of Shareholders(“this Notice” or “the Notice”), the following matters and documents are posted on “Internet disclosure related to
the Notice of the 16th Ordinary General Meeting of Shareholders” of the Company’s website (see below), pursuant
to the provisions of laws, regulations and Article 22 of the Company’s Article of Incorporation. Therefore, they are
not included in the documents provided in this Notice.
1. Business report items
・Items concerning stock acquisition rights
・System to ensure the properness of the business and its status of operation
2. Consolidated statement of changes in equity and related notes for the consolidated financial statements
3. Statements of changes in equity and related notes for the non-consolidated financial statements
The Audit and Supervisory Members of the Company audited the business report, consolidated financial statements
and non-consolidated financial statement, which is included in the Notice, in addition to items 1., 2., and 3. statedabove which is presented separately on the Company website as “Internet Disclosure related to the Notice of the
15th Ordinary General Meeting of Shareholders”.
Furthermore, the Accounting Auditors of the Company audited each of the documents included in the Notice,in addition to items 2. and 3. stated above which is presented separately on the Company website as “Internet
Disclosure related to the Notice of the 16th Ordinary General Meeting of Shareholders”.
II. If any incidents that require the revision of the enclosed documents occur after these documents are mailed out,
they will be announced on the Company’s website.
Website of CYBERDYNE Inc.

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

To the shareholders attending the meeting
Please bring the enclosed attendance form and submit it at the reception of the meeting.
Please also bring this invitation to serve as the program for the meeting.

2

Business Report (from April 1, 2019 to March 31, 2020)
All forward-looking statements included in this explanation were determined reasonable by CYBERDYNE
Inc. (the “Company”) and its group companies (collectively referred to as the “Group”) based on currently
available information for the consolidated fiscal year ended March 31, 2020 and certain assumptions madeby the Group.

I

Current status of the Group

1. Process and outcome of the business

The Group aims to establish Society 5.1, a new vision of society where the “humans” are combined with thecyberspace (virtual world) and physical space (real world) of Society 5.0, by utilizing innovative Cybernics
Technology. The Group continues to drive the movement to revision society and industry to realize Society
5.0/5.1 as a future “Techno-Peer Support Society” where humans and technology support each other.
Endeavor to create Cybernics Industry
The Group’s business is to implement Cybernics Technology powered by Internet of Humans/Internet ofThings (“IoH/IoT”), Robots, and AI, to create a Cybernics Industry that will connect medicine, nursingcare, production, work place and daily life in order to solve the various problems that is becoming apparent
in hyper-aging society. The Group’s business has a unique advantage in its ability to access and integrate
information within the human body (e.g. Brain-nerve and vital systems) in addition to information outside
the human body (behavior, life and environmental information) and applying them to different fields such as
medicine, nursing care, production work places and daily life. All of the Group’s devices and interfaces arecompatible with Internet of Humans/Internet of Things (“IoH/IoT”), and through these products, informationof the brain-nerve, vital, physiological, behavioral, life and environmental systems can be integrated andconnected to a super computer. The Group aims to realize a system where Big Data of the aforementioned
information are accumulated, analyzed and processed with AI. In June 2019, the Company presented theconcept of “Cybernics Industry” as the new industry after robotics and IT industry towards digital economy
and trade ministers of G20 visited the Company Headquarters. In December of the same year, the Company
hosted the first ever “Cybernics Expo” under the theme of “Start of Cybernics Industry”, sharing the futureof people and society as they should be. The Group will continue to work simultaneously on research anddevelopment, business development and formation of business alliances to further accelerate the emergenceof a Cybernics Industry that will solve the problems facing society.
Major business lines of the Group (As of March 31, 2020)
The major business lines of the Group are as follows.
- Research, development, manufacturing and sales of Cybernics Systems for medical and long-term care field- Research, development, manufacturing and sales of Cybernics Systems for households and workplaces- Cybernics Treatment Service using Cybernics- Training Service using Cybernics

8Status of business operation<<Business operation around the medical application>>
The Group continues its efforts to establish Cybernics Treatment, a treatment program using Medical
HAL systems that aims to induce improvement and regeneration of the functions of the brain, nerves andmuscles, into a global standard of treatment.
(Status of medical device approvals by each types of HAL)
For Medical HAL Lower Limb Type, in order to expand the scope of medical device approval to include
stroke, which is a disease with over eight million patients in Japan and U.S. combined, an investigatorinitiated multi-center clinical trial using the Single-Leg model is in progress and it is scheduled to becomplete around the end of year 2020. Since obtaining 510k marketing clearance from the U.S. Food andDrug Administration ("U.S. FDA") in December 2017, the Company worked to accelerate the approval
processes in the Asia Pacific Region ("APAC"). The Group obtained medical approval in Malaysia in
October 2019, Thailand and Indonesia in April 2020 (as in the EU, approved for wide range of diseases likestroke, spinal cord injury, and neuromuscular disease). Approval process is underway in Taiwan, Singapore,
Turkey, and other countries.
For HAL Single Joint Type, the Group obtained medical device certificate (certification of compliancewith the European Medical Device Directive) from TUV Rheinland, a third-party certification organization.
Following this event, the Group is preparing to apply for medical device approval in the U.S., and in somecountries in APAC (Thailand, Malaysia, Indonesia, Taiwan and etc.)
For HAL Lumbar Type, the Group completed the medical device registration with the Food and Drug
Administration of Taiwan ("TFDA"). The Group is now preparing to apply for medical device approval in
the U.S., EU and in some countries in APAC (Thailand, Malaysia, Indonesia, and etc).
(Business development by each region)
In the U.S., in order to obtain insurance coverage towards Cybernics Treatment, the Group continues tostrengthen the coordination with partner medical institutions in the field of clinical research. For example,
CEO Sankai gave a keynote speech at the Neuroscience Convergence 2019, held by the Mayo Clinic(Ranked No.1 in "excellent hospital across the U.S.") in November 2019. The Group also continues toaccumulate experience of Cybernics Treatment at Brooks Cybernic Treatment Center, while conducting
marketing and sales activity for HAL.
In Europe, the Group works on entering into contracts with various private insurance countries in parallelwith the treatment service in Germany which centers on Public Workers Compensation Insurance. In July
2019, the German subsidiary Cyberdyne Care Robotics GmbH reached an agreement with Nuremberger,

9

a leading insurance group in Germany, to provide coverage for Cybernics Treatment. In Poland, the Company’s partner Constance Care has signed an agreement with WARTA and PZU, two major private insurerin Poland, to cover the cost of Cybernics Treatment. The Group continues to work on introducing HAL toother countries in Europe, and held the first “International HAL Forum” in Italy in October 2019.
In the Middle East, a clinical trial led by the Ministry of Health of Saudi Arabia has been completedwith clinical results that greatly improved ambulatory function of the patients. In October 2019, the Groupsigned a contract with the ALJ group to promote Cybernics Treatment and are preparing to expand sales
channels in the Middle East.
In APAC, total of 24 units, composed from 3 different types of HAL are operating in Neuro-RoboticsRehabilitation and Cybernics Center, located inside SOCSO Rehabilitation Malaysia, making the facility
largest operator of HAL in the region. In August 2019, we entered into distributor agreement with PUSATREHABILITASI PERKESO SDN. BHD, a subsidiary of SOCSO (Areas covered: Middle East, South Asia
and Southeast Asia). In October 2019, following the approval of medical devices in Malaysia, 3 different
types of HAL were introduced to University of Science in Malaysia (USM), which is known to be one of
Malaysia’s leading University. In Thailand and Indonesia, two large South Asian medical device markets
equivalent to Malaysia, the Group has received a formal and informal decision from several hospitals
to install HAL in their facilities. As the Group obtained the medical device approval for those market in
April 2020, HAL will be exported to Thailand and Indonesia as soon as the restriction due to COVID-19
pandemic are lifted on the local side. In Taiwan, a tie-up with CHC Healthcare Group, a major medical
equipment trading company, led to installment of HAL Lumbar Type at Yee Zen General Hospital, a group
hospital of CHC Healthcare Group, in October 2019. Once HAL Lower Limb Type and HAL Single Joint
Type are approved, those types are also scheduled be installed.
<<Business operation around applications to support care givers and care receivers>>
The Group has developed various types of HAL with the aim of improving elderly people’s level of needof nursing care, preventing severity of their illness, preventing frailty and maintaining their independence
from care. For example, HAL Lower Limb Type for inducing improvement of ambulatory functions, HAL
Single Joint Type that can be used to train elbow and knee movements and HAL Lumbar Type for inducing
improvement of trunk and lower limb function.
(Implementation of products)
As part of the “Single Joint Type”, the Group began selling “Ankle Joint Attachment” to improve thevoluntary movement of the ankle joint and gait patterns in July 2019.
As part of the “Lumbar Type”, the Group began selling “HAL Lumbar Type for Well-being (BB04)” as a
new model that could support both caregivers and care receivers with a single unit.

10The new model is installed with a new control mode that can be used without attaching a sensor. It can be
strapped on as little as 10 seconds to improve usability. Also, since January 2020, the Group announced afeature where users can implement more effective exercise by visualizing the information of their physicalfunctions (bio-electrical signals from their brain-nerve-musculoskeletal system and the angle of inclinationof the trunk) on a real-time monitor display.
(Business of Robocare Center)
The Group continues to reinforce “Neuro HALFIT” at Robocare Centers, as a program that induces
improvement of the brain-nerve and musculoskeletal system through utilization of HAL. By coordinatingwith business partners in each region. Since April 2019, the centers have been opened in Okayama andSendai (May), Kitakyushu and Hiroshima (July), Nagoya and Sapporo (August), and Kobe and Tokyo
Yotsuya (October), bringing the total to 14 centers nationwide.
Daido Life, a business partner of the Group, became the first company to offer long-term care insurance
on the “Neuro HALFIT” program in April 2020. As a result, those who are certified under the public longterm care insurance system “Support Need Level 1 to Long-Term Care Need Level 2” can use the Neuro
HALFIT free of charge.
Furthermore, in January 2020, the Group announced “IWA Neuro HAL Plus” as an innovative programfor athletes to strengthen and adjust the brain-nerve systems. The Group plan to develop programs forathletes and the general public in addition to programs for elderly and people with disability.
(Start of service for home)
In April 2020, the Group launched a new service for individuals that allows them to work on Neuro
HALFIT program at home. In response to the risk of decline in physical functions due to the loss of exercise
opportunities from the effect of COVID-19, the Group have made it possible for individual customers to use
HAL Lumbar Type for Well-being for supporting independence from the need of care.
<<Business operation around applications for workplace and daily life>>(HAL Lumbar Type for Labor Support)
HAL Lumbar Type for Labor Support (LB03), which is dust-proof and waterproof is being introduced
not only to major users in airports, construction and logistics, but also to fire departments in Tsukuba
City, Ibaraki Prefecture and Ebina City, Kanagawa Prefecture as fire defense equipment for emergency
personnel. In Daigo-machi, Ibaraki Prefecture, and Sagamihara City, Kanagawa Prefecture, both of whichwere severely damaged by Typhoon No. 19, HAL Lumbar Type was rented for disaster recovery.

11

(Autonomous navigated robots)
In addition to commercial facilities run by Mitsui Fudosan Co., Ltd. And office buildings owned by
Sumitomo Corporation and NTT East, 10 units of next-generation Cleaning Robot CL02 (“CL02”) wereintroduced at Narita International Airport and 4 units (5 including ones that was already introduced) in
November 2019 and are now in full-scale operation. In March 2020, as one of potential solution to prevent
infection from COVID-19, the Group announced an expansion of functionality for CL02 by mounting on
disinfectant sprayer on the robot and installed this to Haneda Airport. CL02 achieve high-speed autonomous
navigation using the world’s most advanced SLAM technology.
Status of research and development
A palm-sized small vital sensor “VS-AS01” designed to detect arteriosclerosis and arrhythmia at an earlystage is being prepared for external applications and new functions to improve usability. The Group are also
researching and developing photoacoustic imaging for real-time analysis of microvascular information andsmall sensing devices for various types of vital information
As technologies to promote independence for elderly and disabled person, the Group is developing acloth-type HAL to maintain and improve ambulatory functions, a watchful communication robot tomaintain and improve ADL (activities of daily living) with its conversation functions while acquiring vitaland environmental information, and a toilet docking type excretion support robot for people who havedifficulty walking.
Numbers of operating units
As of the end of March 2020, 310 units of Medical HAL Lower Limb Type were in operation worldwide
including those used for clinical research. Out of the aforementioned number, 81 were rented out in Japanfor treatment. 300 units of HAL for Well-being Single Joint Type were in operation and most of the units
were used by hospital in Japan for clinical research.
There was a total of 357 units of HAL for Well-being Lower Limb Type and HAL for Living Support
Lower Limb Type (older model) put together in operation as of end of March 2020. While the number of
HAL for Well-being Lower Limb Type is increasing following adoption by care facilities and hospitals
in Japan, the old mode is starting to meet its service life and the Group is disposing the units that haveexceeded it. 951 units of HAL Lumbar Type for Well-being and HAL Lumbar Type for Care Support put
together in operation. While the number of HAL Lumbar Type for Well-being is increasing, the old model of
HAL Lumbar Type for Care Support is starting to meet its service life and the Group is disposing the units
that have exceeded it.
As of the end of March 2020, 624 units of HAL Lumbar Type for Labor Support were in operation. 75
units of Cleaning Robot as well as Transportation Robot were in operation.
12

Results
As the result of the aforementioned, in the fiscal year ended March 31, 2020, the Group recorded revenueof ¥1,792 million (4.8% increase year on year) mainly due to increase of rental income from Medical HAL.
Gross profit ratio improved 0.7 points to 72.5% year on year, resulting in the gross profit of ¥1,300 million(5.9% increase year on year).
Research and development expenses were recorded at ¥812 million (18.7% decrease year on year), mainly
due to development of new products at the Company’s own expense and consigned research projects. In
addition, other selling, general and administrative expenses increased to ¥1,646 million (13.2% increase
year on year).
Other income was recorded at ¥138 million (65.9% decrease year on year), mainly due to income fromconsigned research project, while other expenses were recorded at ¥18 million (62.8% increase year onyear), resulting in the operating loss of ¥1,039 million (25.1% increase year on year).
Finance income was recorded at ¥1,184 million, finance costs were recorded at ¥100 million, mainly due
to valuate difference of investment and gains related to CEJ Fund were recorded at ¥75 million, leading to
improvement of ¥660 million in the profit before tax to ¥91 million. Income tax expense was recorded at¥240 million, mainly due to deferred tax expense. As a result, the Group improved ¥480 million to ¥152
million (75.9% decrease year on year) in the loss attributable to owners of the parent.
The Company forms business and capital alliances with various startup companies that develop unique
technologies. The Company calculates the fair value of unlisted stocks of such companies using the IFRS
9 “Financial Instruments”. As a result, gain on investments in securities was recorded at ¥853 million as“finance income” and the deferred tax expense related to this valuation was recorded at ¥260 million as“income tax expense”. Also, loss on investments in securities was recorded at ¥97 million as “financecosts”. Therefore, the result of calculation of fair value, impact towards quarterly profit was ¥496 million.

2. Status of capital investments
Capital investments made in the consolidated fiscal year ended March 31, 2020 were ¥399 million in total.
This mostly came from partial payment of the amount related to the purchase of land in Tsukuba city,
Ibaraki prefecture.

3. Status of financing
There was no “financing activities”, “transfer, absorption-type split or incorporation-type split of thebusiness”, “business transferred from other companies” or “acquisition of rights and obligations related tothe business of other corporations from absorption-type splits or absorption-type mergers” that took place
during this fiscal year.

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

5. Issues to be addressed
The Group’s business is to implement Cybernics Technology powered by Internet of Humans/Internet ofThings (“IoH/IoT”), Robots, and AI, to create a Cybernics Industry that will connect medicine, nursingcare, production, work place and daily life in order to solve the various problems that is becoming apparent
in hyper-aging society.
While the Group is aiming to accelerate the creation of “Cybernics Industry” through researching,developing products, promoting its business and forming alliance with others simultaneously, the Groupconsiders to address the following issues.
Initiatives towards COVID-19
The impact of the COVID-19 has brought about a paradigm shift in people’s awareness and social
structure, and the society is in need of a solution towards emerging social problems. The Group regards
these circumstances as a new business opportunity and a chance to further proceed the endeavor to create
Cybernics Industry. The Group is developing new Cybernics Devices that can support those in the medical
environment, a place with high risk of infection, remotely. In other business fields, the Group also started
a new program for individual customers so that can prevent frailty and locomotive syndrome despite being
restricted from going outside their houses. The Group also started to offer its robots installed with cuttingedge autonomous navigation technology for disinfection work at airports, train station and infrastructure13

of transportation. The Group will continue to accelerate its endeavor to realize “Society 5.0/5.1”, a futuresociety where “Human” + “Cyber/Physical Space” are fused together through utilization of innovative
Cybernics Technology even after the situation surrounding COVID-19 settles down.
R&D activities to create innovative technologies and new industries
In order to create “Cybernics Industry”, research and development of Cybernics Technology that incorporates
IoH/IoT (Internet of Humans/Internet of Things), Robot and AI to solve various problems that the society
encounters. The Group’s has a unique advantage in its ability to access and integrate information within
the human body (e.g. Brain-nerve and vital systems) in addition to information outside the human body(behavior, life) and environmental information, and connecting such information to a super computer.
The Group will continue to coordinate with universities, research institutions, medical institutions,
government offices and companies on R&D of Cybernics Systems (Cybernics Devices, Cybernics Interfaces
and etc) that utilizes cutting-edge Cybernics Technologies and also on formulation of Integrated Cybernics
System for accumulating, analyzing and AI processing of IoH/IoT Big Data gathered through Cybernics
System.
Promoting clinical trials related to Cybernics Treatment
The Group is required to confirm the efficacy and safety of HAL through various clinical trials in orderto establish Cybernics Treatment, a treatment program using Medical HAL systems that aims to induce
improvement and regeneration of the functions of the brain, nerves and muscles, as a global standard oftreatment. HAL for Medical Use Lower Limb Type was approved as a new medical device towards 8 typesof neuromuscular disease in Japan in November 2015, and since its launch post-marketing surveillance isbeing conducted. This surveillance is scheduled to be complete within the fiscal year ending March 31,
2021. For stroke, investigator initiated clinical trial is underway since September 2016 and it is scheduled
to be complete by December 2020. The Group will strengthen cooperation with major medical institutionsin Japan and overseas to promote various clinical trials of HAL to expand the range of applicable diseases
and to obtain medical device approval for each types of HAL.
Global approval as a medical device
To promote HAL in a global scale, medical device approval is required for each countries. In December
2017, the Group obtained marketing clearance for HAL Lower Limb Type from the US FDA, which opened
up doors for medical device approval in other regions, especially in the Asia Pacific region. Since October
2019, the Group obtained approvals in Malaysia, Thailand and Indonesia, and currently

14

applying for approval in Taiwan, Singapore and Turkey. Furthermore, in October 2019, the Group received
certification for compliance with the European Medical Device Directive from TUV Rheinland, a thirdparty certification organization, for HAL Single Joint Type. The Group are now preparing to commercialize
this model for the U.S. and major countries in APAC. In addition, in November 2019, the Group completed
registration of HAL Lumbar Type for Taiwan as a medical device. The Group is now making preparation to
obtain approvals for HAL Lumbar in the US, Europe and major countries in APAC.
Obtaining insurance coverage for Cybernics Treatment in each countries
Another important aspect to promote HAL in a global scale is insurance coverage from both public andprivate sector. In Japan, treatment with HAL for Medical Use Lower Limb Type towards patients with 8
types of neuromuscular diseases are covered by public health insurance since September 2016. The Groupis working to expand the insurance coverage to other diseases as well by obtaining approval to treat otherdiseases. The Group coordinates with number of private insurers, such as Daido Life Insurance (medical
and care insurance) and accident insurance (AIG, Sompo Japan) to cover the cost of treatment and training
with HAL. In the U.S., the Group is working with partners in clinical research such as Mayo Clinic inorder to apply private insurance on HAL. In Germany, the largest medical device market in the EU, thefull amount of treatment costs by HAL is listed in the public workers compensation insurance. The Groupis proceeding various procedures with the aim of listing to public medical insurance as well. In Germany
and Poland, major private insurers have started to cover spinal cord injury patients, and the Group willcontinue to consult with private insurers in other countries.
Promoting the business of robots in long-term care field
Japan has become a super-aging society, with the number of senior citizens aged 65 or older stood at about
35.6 million (28.1% of the total population) as of October, 2018. The number of people requiring longterm care and persons requiring support under the public nursing care insurance system stood at about 6.2
million*1, as of the end of December, 2016. These trends are expected to continue year by year. For the
purpose of helping elderly to grow more independent, stop their condition from worsening, prevent frailty
and etc., the Group offers various types of HAL for different body parts and needs. In addition to its effort
to increase the number of Robocare Center, which offers Neuro HALFIT as a new program to induce
improvement of functions of the brain-nerves-musculoskeletal system, the Group also announced a newservice on April 2020 to rent HAL towards individuals so they can work on Neuro HALFIT in their own
houses. By continuing to improve the service towards individuals, the Group aims to support improvementof physical functions on more day-to-day basis, improving their independence and preventing situations
where one must depend on the hand of the care giver.
Sources*1. Cabinet Office, “Fiscal Year 2019 White Paper on Aging Society”

15Reinforcement of structure to accelerate the business and fostering personnels
The Group must reinforce the structure of business, sales, research and development and production to accelerate thecreation of “Cybernics Industry” and foster next generation personnels who could drive this endeavor. As a banner-man ofcreating Cybernics Industry, the employees of the Group are expected to come up with ideas by thinking from the goals andalso to have prominent capabilities to research, develop and acquire know-how so that they could become experts and take aleadership in those fields, in which they have not necessarily had expertise before. The Group assembles various personnel,
who are highly talented and knowledgeable in wide variety of fields so that the Group could structure an organization that
could do everything from R&D to social implementation on global basis, and foster personnel such personnels.

6. Status of assets and income(i) Status of assets and income of the Group (Japanese-GAAP)
Division

Fiscal year 2016

Fiscal year 2017

(April 1, 2016 to March 31, 2017)(April 1, 2017 to March 31, 2018)(April 1, 2018 to March 31, 2019)(April 1, 2019 to March 31, 2020)

Fiscal year 2019

Fiscal year 2018

Net sales(Millions of Yen)

1,649

1,726

–

–

Ordinary loss*(Millions of Yen)

(782)

(688)

–

–

Net loss attributable to
CYBERDYNE, Inc.

(Millions of Yen)

(789)

(591)

–

–

Net loss per share(Yen)(3.69)(2.75)––

Total assets(Millions of Yen)

46,84846,338––

Net assets(Millions of Yen)

46,22645,630

–

–

(Yen)

214.90212.04––

Net assets per share*Income/loss before income tax without extraordinary income/loss, also called “pre-tax income” or “ordinary profit”(ii) Status of assets and income of the Group (International Financial Reporting Standards : IFRS)Division

Fiscal year 2016

Fiscal year 2017

(April 1, 2016 to March 31, 2017)(April 1, 2017 to March 31, 2018)(April 1, 2018 to March 31, 2019)

Fiscal year 2018

Fiscal year 2019
(April 1, 2019 to March 31, 2020)

Revenue(Millions of Yen)

1,660

1,728

1,709

1,792

Operating loss

(Millions of Yen)

(697)

(659)

(830)

(1,039)Loss attributable toowners of parent(Millions of Yen)

(676)

(673)

(632)

(152)

Net loss per share(Yen)(3.16)(3.13)(2.94)(0.71)(Millions of Yen)

47,712

46,59845,74647,808(Millions of Yen)

46,76845,69844,21744,268(Yen)

217.56212.53205.50205.71

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

16

(i) Status of assets and income of the Company
Division

Fiscal year 2016

Fiscal year 2017

(April 1, 2016 to March 31, 2017)(April 1, 2017 to March 31, 2018)(April 1, 2018 to March 31, 2019)(April 1, 2019 to March 31, 2020)

Fiscal year 2018

Net sales(Millions of Yen)

1,453

1,542

1,530

1,595

Ordinary loss*(Millions of Yen)

(701)

(624)

(734)

(706)

(Millions of Yen)

(707)

(529)

(1,906)(849)

Net loss
Net loss per share(Yen)(3.31)(2.46)(8.86)(3.95)

Total assets(Millions of Yen)

46,92146,45844,74043,899Net assets(Millions of Yen)

46,37445,84344,02043,167(Yen)

215.59213.09204.52200.56

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

17

Fiscal year 2019

7. Status of the parent and notable subsidiaries (as of March 31, 2020)(i) Parent
There are no items to report.
(ii) Subsidiaries
Name

Capital

Ownership ofvoting rights (%)

Major business lines(Outside of Japan)€25,000

75.1%

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

US$ 1,100,000

100.0%

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

US$ 300,000

66.7%

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

Suzuka RoboCare Center Co., Ltd.

¥3 Million

100.0%

Training service with HAL

Shonan RoboCare Center Co., Ltd.

¥3 Million

100.0%

Training service with HAL

Oita RoboCare Center Co., Ltd.

¥3 Million

100.0%

Training service with HAL

Cyberdyne Care Robotics GmbHCYBERDYNE USA Inc.
CYBERDYNE & BROOKS, Inc.
(Within Japan)

CEJ Capital, Inc.

¥20 Million

60.0%Management and operation of Cybernic Excellence Japan Fund 1 Investment Limited
Partnership

Cybernic Excellence Japan Fund 1
Investment Limited Partnership¥990 Million

30.9%*

Investment fund-related businesses aimed at creating the new Cybernic Industry*Including shares held indirectly

8. Major business lines (as of March 31, 2020)

Please refer to section 1 “process and outcome of the business”.

18

9. Main offices and factories (as of March 31, 2020)
DivisionName

The Company

Head Quarters

Tsukuba, Ibaraki, Japan

Next-generation multipurpose robotized production facility (Fukushima Office)

Koriyama, Fukushima, Japan

Cyberdyne Care Robotics GmbH

Bochum, North Rhine-Westphalia, Germany

Subsidiaries (Outside Japan) CYBERDYNE USA Inc.

Subsidiaries (Within Japan)

Location

California, USA

CYBERDYNE & BROOKS, Inc.

Florida, USA

Suzuka RoboCare Center Co., Ltd.

Suzuka, Mie, Japan

Shonan RoboCare Center Co., Ltd.

Fujisawa, Kanagawa, Japan

Oita RoboCare Center Co., Ltd.

Beppu, Oita, Japan

CEJ Capital, Inc.

Tsukuba, Ibaraki, Japan

Cybernic Excellence Japan Fund 1 Investment Limited Partnership

Shibuya, Tokyo, Japan

10. Status of employees (as of March 31, 2020)(i) Status of employees in the Group (as of March 31, 2020)
Number of employees

Change from previous fiscal year

95 members(56 members)

Increase of 11 members(Increase of 9 members)(Notes)(1) The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the number of 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 the Group as
second jobs.
(3) Since the Group is involved in a single segment of business related to robots, information of employees for each segment is omitted.

(ii) Status of employees in the Company (as of March 31, 2020)
Number of employees
78 members(47 members)

Change fromprevious fiscal year
Increase of 13 members(Increase of 6 members)

Average age

Average years ofcontinuous service

41.7 years old

5.0 years(Notes)(1) The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the number of 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 the Group as
second jobs.

19

II Matters regarding the Company shares

1. Status of shares (as of March 31, 2020)
Class

Total number of authorized shares

Total number of shares issued

Number of shareholders

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

137,445,809 shares
77,700,000 shares

86,387 shareholders
3 shareholders

Common ShareClass B Share

2. Major shareholders (as of March 31, 2020)
Name of shareholder

Number of shares held (shares)

Shareholding ratio(%)

Yoshiyuki Sankai

Common ShareClass B Share

3,042,000
77,696,000

37.52

Daiwa House Industries Co., Ltd.

Common Share

30,000,000

13.94

GCAS BANA LONDON US CLIENT

Common Share

3,730,783

1.73

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

Common Share

2,506,800

1.16

THE BANK OF NEW YORK, NON-TREATY JASDEC ACCOUNT

Common Share

2,405,750

1.11

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

Common Share

1,431,100

0.66

RBC IST 15 PCT LENDING ACCOUNT-CLIENT ACCOUNT

Common Share

1,115,700

0.51

SBI SECURITIES Co., Ltd.

Common Share

955,700

0.44

Kimiaki Ogumi

Common Share

715,500

0.33

MSIP CLIENT SECURITIESCommon Share

704,100

0.32(Notes)
The treasury stock (138 Common Shares) was excluded from the calculation of the shareholding ratio.

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

20

III Members of the Board of Directors and Members of theBoard of Members of the Audit and Supervisory Board
Position

Name

Status of the position and other important positions held outside CYBERDYNE

President and CEO
Member of the Board of Directors

Yoshiyuki Sankai

Professor of Information & Systems, University of Tsukuba
Executive Research Director at the Center for Cybernics Research, University of Tsukuba

Member of the Board of Directors

Shinji Uga

Member of the Board of Directors

Yoshihiro Yasunaga

Head of Sales Department of CYBERDYNE

Member of the Board of Directors

Hiroaki Kawamoto

Associate Professor of Systems & Information Engineering, University of Tsukuba

Head of Corporate Department of CYBERDYNE

Lecturer at Nihon University School of Medicine

Outside Member of the Board of
Directors (Independent Officer)

Lecturerinterest
at NihoninUniversity
School of Medicine
SpecialCYBERDYNE
No relevant items
Kinichi Nakata

Main activities
Provided appropriate opinions upon discussions of Company business from the standpoint of a Doctor.
Situation of attendance at the meeting of the Board of Directors
17 out of 20 times
Outside Director of Onkyo Corporation
Outside Director of TDK Corporation
Outside Director of Mamezou Holdings Co., Ltd.
Outside Director of FreeBit Co., Ltd.
Outside Director of Mynavi Corporation

Outside Member of the Board of
Directors (Independent Officer)

Kazumasa Yoshida

Lecturerinterest
at NihoninUniversity
School of Medicine
SpecialCYBERDYNE
No relevant items
Main activities
Provided appropriate opinions in all aspects of corporate management based on his richexperience and knowledge of global corporate management.
Situation of attendance at the meeting of the Board of Directors
20 out of 20 times
Outside Director of PACIFIC METALS CO., LTD.
Director and Chairman of 3DM Inc.
Outside Director of GPSS Holdings Inc.
Chairman of the Keiaikai Medical Foundation
Outside Director of the SHIMACHU Co., Ltd.

Outside Member of the Board of
Directors (Independent Officer)

Hikari Imai

Lecturerinterest
at NihoninUniversity
School of Medicine
SpecialCYBERDYNE
No relevant items
Main activities
Provided appropriate opinions in all aspects of corporate management based on his richexperience and knowledge of global corporate management.

21

Situation of attendance at the meeting of the Board of Directors
20 out of 20 times

Position

Name

Status of the position and other important positions held outside CYBERDYNE
Full-time

Outside Audit and Supervisory
Board Member(Independent Officer)

Lecturerinterest
at NihoninUniversity
School of Medicine
SpecialCYBERDYNE
No relevant items
Yutaka Fujitani

Main activities
Provided opinions on corporate management whenever necessary, based on his extensive
experiences earned through his background of financial institution and audit firm.
Situation of attendance at the meeting of Situation of attendance at the meeting of
the Audit and Supervisory Board
the Board of Directors
12 out of 12 times
20 out of 20 times–
Lecturerinterest
at NihoninUniversity
School of Medicine
SpecialCYBERDYNE
No relevant items

Outside Audit and Supervisory
Board Member

Cees Vellekoop

Outside Audit and Supervisory
Board Member(Independent Officer)

Kenichiro Okamura

Main activities
Provided opinions whenever necessary, based on his professional knowledge of law
Situation of attendance at the meeting of Situation of attendance at the meeting of
the Audit and Supervisory Board
the Board of Directors
19 out of 20 times
11 out of 12 times
President and CEO of Kaede Audit Corporation
External Member of Board of Auditors of SG Holdings Co., Ltd
Outside Director of Kanematsu Sustech Corporation (Audit and Supervisory Committee)
Audit and Supervisory Board Member of United Urban Investment Corporation
Special interest in CYBERDYNE
No relevant items
Main activities
Provided opinions whenever necessary, based on his professional knowledge of financing
and accounting as a certified public accountant.
Situation of attendance at the meeting of Situation of attendance at the meeting of
the Board of Directors
the Audit and Supervisory Board
20 out of 20 times
11 out of 12 times–
Lecturerinterest
at NihoninUniversity
School of Medicine
SpecialCYBERDYNE
No relevant items

Outside Audit and Supervisory
Board Member

Kazuro Kawamata

Main activities
Provided opinions whenever necessary, based on his professional knowledge of Corporate
Management
Situation of attendance at the meeting of Situation of attendance at the meeting of
the Audit and Supervisory Board
the Board of Directors
14 out of 14 times
10 out of 10 times

22

(Notes)(1) Three of the Members of the Board of Directors, Kinichi Nakata, Kazumasa Yoshida and Hikari Imai are Outside Members of the Board of Directors. The Company
registered them as the Independent officers at the Tokyo Stock Exchange, Inc. pursuant to their Securities Listing Regulation, Article 436-2.
(2) Four Audit and Supervisory Board Members, Yutaka Fujitani, Cees Vellekoop, Kenichiro Okamura and Kazuro Kawamata are Outside Audit and Supervisory Board
Members. The Company registered Yutaka Fujitani and Kenichiro Okamura as the Independent Officers at the Tokyo Stock Exchange, Inc. pursuant to their Securities
Listing Regulation Article 436-2.
(3) Audit and Supervisory Board Member, Yutaka Fujitani has extensive experience in both domestic and international environment, through his work at a major bank aswell as from advisory service to financial institute at KPMG AZSA LLC in structuring internal control system. As such Yutaka Fujitani is deemed to have sufficientknowledge and experience related to business auditing and internal control.
(4) Audit and Supervisory Board Member, Cees Vellekoop was a qualified lawyer in Britain as well as the Netherlands and worked for Allen & Overy Gaikokuho
Kyodo Jigyo Horitsu Jimusho as an attorney for foreign law (all three certificate have since been relinquished). As such, Cees Vellekoop is deemed to have sufficientknowledge and experience in the field of law.
(5) Audit and Supervisory Board Member, Kenichiro Okamura is a certified public accountant. Through his work in auditing firm, he has experience in both domestic
and international auditing. He also has a record of working as an advisor on Sarbanes-Oxley Act (“SOX”), an act related to control, International Financial ReportingStandards (IFRS) and in management of subsidiaries located overseas. As such, Kenichiro Okamura is deemed to have sufficient knowledge and experience in finance,accounting and internal control.
(6) Audit and Supervisory Board Member, Kazuro Kawamata has extensive experience and broad insight in corporate management gained through his service as General
Manager of the Audit Department, Audit and Supervisory Board Member, Director and Management of the Human Resources Department of the bank. As such,
Kazuro Kawamata is deemed to have sufficient knowledge and experience in the field of corporate management.

IV Outline of the limited liability agreement

The Company entered into a limited liability agreement with Hiroaki Kawamoto, each of Outside Member of the Boardof Director and Outside Audit and Supervisory Board Members in accordance with Article 423-1 of the Companies Act.
Liability for the damages caused shall be limited to the sum of amount specified in each items of Article 425-1 of theCompanies Act.

V Total amount of remuneration, etc. for Members of theBoard of Directors and Audit and Supervisory Board
Members
Position

Number of recipients

Amount of payment

Member of the Board of Directors

7¥47 Million

Audit and Supervisory
Board Members

4¥12 Million

Total

11

¥59 Million

Description¥6 Million for the three Members of the Outside
Board of Directors¥12 Million for the three Members of
the Outside Audit and Supervisory Board Members(Notes)(1) The upper limit of remuneration for Member of the Board of Directors was set at ¥100 Million per year by the resolution at the 2nd Ordinary General
Meeting of Shareholders on May 31, 2006. The upper limit of remuneration for Audit and Supervisory Board Members was set at ¥50 Million per year by
the resolution at the 3rd Ordinary General Meeting of the Shareholders on June 28, 2007.
(2) The amount of payment stated above includes remuneration for Outside Member of the Board of Directors and Outside Audit and Supervisory Board
Members.
(3) The payment for Member of the Board of Directors does not include the payment of standard payroll for Member of the Board of Directors who also hold apositions as the Company employees.
(4) As of the end of March 31, 2020, there are seven Member of the Board of Directors and four Audit and Supervisory Board Members.

23

VI Accounting Auditor

1. Name of the Accounting Auditor
Deloitte Touche Tohmatsu LLC

2. Fee for the Accounting Auditor
Items

Amount paid

Fee for accounting audit within this fiscal year

¥28 Million

Total amount of money and property benefits to be paid to the Accounting Auditors by theCompany and its subsidiaries¥31 Million(Note)In the audit contract between the Company and the Accounting Auditor, there is no distinction between the fee for the audit based on the Companies Act
as Accounting Auditors and the fee for the audit based on the Financial Instruments Exchange Act, as it is not practically possible to distinguish them. The
aggregated amount of those fees is depicted in the table above.

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

4. Policy regarding decisions to dismiss or not to reappoint the Accounting Auditor
The Company’s policy states that, if an Accounting Auditor is found to meet the definition of one of the items stated in
Article 340-1 of the Companies Act, subject to the unanimous consent of the Audit and Supervisory Board Members,
Audit and Supervisory Board shall dismiss the Accounting Auditor. Upon such dismissal, a selected member of the
Audit and Supervisory Board shall report the said dismissal and the reasons thereof at the first General Meeting ofshareholders convened for the first time after such dismissal.
In addition to the case stated above, the Audit and Supervisory Board may determine the details of the proposal todismiss or not to reappoint the Accounting Auditor based on its comprehensive judgment concerning deterioration of
the Accounting Auditor’s performance and quality of auditing work. The Board of Directors submits such proposal for
resolution to the General Meeting of Shareholders.

VII Systems to ensure the appropriateness of the business

operations and implementation status of the systems

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

24Consolidated financial statements
Consolidated statement of financial position (as of March 31, 2020)
Items

Amount

Items

AssetsCurrent liabilities

Cash and cash equivalents

9,636

Trade and other receivables

263
19,004Inventories

832

Other current assets

156

Total current assets

29,891

Property, plat and equipment

Trade and other payables

247

Bonds and borrowings

37

Lease liabilities

61

Other current liabilities

464

Total current liabilities

810

Non-current liabilities
Bonds and borrowings
Third-party interests in
CEJ FundLease liabilities
Provisions
Deferred tax liabilities

Non-current assets
Operating lease assets

AmountLiabilities

Current Assets

Other financial assets

Unit : Millions of yen

481
11,553

51
1,714
313
93
568

Total non-current liabilities

2,739

Total liabilities

3,549

EquityShare capital

26,753Right of use asset

361

Goodwill
Intangible assets

57
53

Capital surplus
Treasury shares

26,494(0)Investments accounted forusing equity method

Other components of equity

472

(854)

Retained earnings
Total equity attributable toowners of the parent
Non-controlling interests(8,124)

Other financial assets

4,872

Other non-current assets

68

Total non-current assets

17,917

Total equity

44,25947,808

Total liabilities and equity

47,808

Total assets

44,268(9)

Rounded down to the closest millions of yen

25

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

Consolidated statement of profit or loss (from April 1, 2019 to March 31, 2020)
Items

Unit : Millions of yen
AmountRevenue

1,792

Cost of sales(492)

Gross profit

1,300

Selling, general and administrative expenses
Research and development expenses
Other selling, general and administrative expenses
Total selling, general and administrative expenses(812)(1,646)(2,459)Other income

138

Other expenses(18)

Operating profit (loss)(1,039)Finance income

1,184

Finance costs(100)

Gains related to CEJ Fund75

Share of profit (loss) of investments accounted for using equity method(29)

Profit (loss) before tax

91

Income tax expense(240)

Profit (loss)(149)

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

(152)
(3)
(149)

Rounded down to the closest millions of yen

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

26

Non-consolidated financial statements
Non-consolidated balance sheet (as of March 31, 2020)
Items
AssetsI Current Assets
Cash and cash equivalents
Accounts receivable - trade
Securities
Merchandise and finished goods
Work in process
Raw materials
Accounts receivable
Other
Allowance for doubtful accounts
Total current assets
II Non-current assets
Property, plant and equipment
Buildings, net
Structures, net
Machinery & equipment, net
Vehicles & delivery equipment, net
Tools, furniture & fixtures, net
Rental assets, net
LandConstruction in progress
Total property, plant and equipment
Intangible assets
Patents
Software
Other
Total intangible assets
Investments and other assets
Bonds of affiliated companies
Investment securities
Shares of affiliated companies
Investments in capitals of subsidiaries
and associates
Long-term prepaid expenses
Other
Total investments and other assets
Total non-current assets
Total assets

Rounded down to the closest millions of yen

27

Amount5,909
281
21,499
219
17
594
14
219
(92)
28,660
747
1
4
6
203
480
9,872
508
11,822
4
40
7
50
53
1,670
760
715
100
69
3,367
15,23943,899Items

Unit : Millions of yen
AmountLiabilities
I Current liabilities
Accounts payable - trade
Accounts payable - otherAccrued expenses
Unearned revenue
Income taxes payable
Other
Total current liabilities
II Non - current liabilities
Deferred tax liabilities
Asset retirement obligations
Total non-current liabilities
Total liabilities
Net assets
I Shareholders’ equity
Capital stock
Capital surplus
Legal capital surplus
Total capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Retained earnings brought forward
Total retained earnings
Treasury shares
Total shareholders’ equity

33
179
12
122
152
144
642
12
78
89
731

26,77826,714
26,714
0(10,355)(10,355)(0)43,138

II Valuation & Translation adjustments
Valuation difference on available-for-salesecurities
Total Valuation & Translation
adjustments
III Stock Acquisition Rights
Total net assets
Total liabilities and net assets

11
11
19
43,16743,899This is an English translation of financial statements as well as notes to financial statements,
originally in Japanese. Japanese original were audited by Deloitte Touche Tohmatsu LLC.

Non-consolidated statement of profit or loss (from April 1, 2019 to March 31, 2020)
Items
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit (loss)
Non-operating income
Interest income
Dividends received
Subsidy income
Consigned research income
Outsourcing service fee
OtherTotal non-operating income
Non-operating expenses
Share issuance cost
Loss on investments in capital
Other
Total non-operating expenses

Unit : Millions of yen
Amount
1,595
380
1,214
2,397
(1,183)
20
304
16
107
147
25
619
0
122
21
142

(706)
Ordinary profit (loss)*
Extraordinary income
Proceeds from sale of investment securities
41
Other extraordinary income
0
Total extraordinary income
42
Extraordinary loss
97
Loss on valuation of investment securities
Loss on valuation of share and investments in capital of84
subsidiaries and affiliates
Other extraordinary loss
1
181
Total extraordinary loss
(845)
Profit (loss) before provision of income tax
5
Income taxes - current(1)
Income taxes - deferred
4
Total income taxes(849)
Net profit (loss)
Rounded down to the closest millions of yen* Income/loss before income tax without extraordinary income/loss, also called “pre-tax income” or “ordinary profit”

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

28

Audit report by Audit and Supervisory Board
Audit Report
With respect to the performance of duties by Members of the Board of Directors during the 16th business year (from April 1,
2019 to March 31, 2020), the Audit and Supervisory Board has prepared this Audit Report based on methods and results ofaudits reported by each of Audit and Supervisory Board Members, and hereby reports as follows:
I. Method and contents of audits by the Audit and Supervisory Board and each of its members
1. The Audit and Supervisory Board established the audit policies, assignment of duties, etc. and received reports from eachof the Audit and Supervisory Board Members regarding the status of implementation of their audits and results thereof.
In addition, Audit and Supervisory Board received reports from the Members of the Board of Directors, etc. and the
Accounting Auditor regarding the status of performance of their duties, and requested explanation as necessary.
2. In conformity with the Auditing Standards established by Audit and Supervisory Board, and in accordance with theaudit policies and assignment of duties, etc., each of the Audit and Supervisory Board Members endeavored to facilitate
a mutual understanding with the Directors, the Internal Audit Office and other employees, etc., endeavored to collectinformation and maintain and improve the audit environment, and performed audits in the following manners:i) Attended the Meeting of the Board of Directors and other important meetings, received reports on the status of
performance of duties from Members of the Board of Directors and other employees, requested explanations asnecessary, examined important approval/decision documents, inspected the status of the corporate affairs and assets at
the head office and other principal business locations, and, with respect to subsidiaries, Audit and Supervisory Board
Members endeavored to facilitate a mutual understanding and exchanged information with their Members of theBoard of Directors and Audit and Supervisory Board Members, etc. and received reports on their respective businessas necessary.
ii) Received reports from the Members of the Board of Directors, employees and so on and requested their explanations
as necessary concerning the descriptions on the business report with regard to the design and operation of (a)the contents of Board of Directors’ resolutions on the development and maintenance of the system to ensure that
Directors’ performance of their duties complied with all laws, regulations and the Articles of Incorporation of theCompany and other systems that are set forth in Article 100, paragraphs 1 and 3 of the Ordinance for Enforcement of
the Companies Act of Japan as being necessary for ensuring the appropriateness of the corporate affairs of a company
group that consists of a joint stock company and its subsidiaries, and (b) the systems (internal control systems) basedon such resolutions. With respect to the subsidiaries, Audit and Supervisory Board Member endeavored to facilitate
a mutual understanding and exchanged information with their Members of the Board of Directors and audit andSupervisory Board Members, etc. and received subsidiaries’ reports on respective business as necessary.
iii)Monitored and verified whether an Accounting Auditor maintained its independence and properly conducted its audit,
received a report from the Accounting Auditor on the status of its performance of duties, and requested explanations asnecessary. The Audit and Supervisory Board was notified by the Accounting Auditor that it had established a system toensure that the performance of the duties of the Accounting Auditor was properly conducted (the matters listed in each
item of Article 131 of the Company Accounting Regulations) in accordance with the Quality Control Standards for
Audits (Business Accounting Council on October 28, 2005), etc., and requested explanations as necessary.

29Based on the above-described methods, each member of the Audit and Supervisory Board examined the business report andit’s annexed specifications thereto, the non-consolidated financial statements (the balance sheet, the income statement, thestatements of changes in net assets, and the related notes) and the accompanying supplemental schedules thereto, as well as
the consolidated financial statements (the consolidated balance sheet, the consolidated income statement, the consolidated
statement of changes in net assets and the related notes), for the business year under consideration.
II. Results of audit
1. Results of audit on business report, etc.
i) We acknowledge that the business report and the annexed specifications thereto fairly present the status of theCompany in conformity with the applicable laws and regulations and the Articles of Incorporation of the Company.
ii) We acknowledge that no misconduct or material fact constituting a violation of any law or regulation or the Articles
of Incorporation of the Company was found with respect to performance of duties by the Members of the Board of
Directors.
iii)We acknowledge that the Board of Directors’ resolutions with respect to the internal control systems are appropriate.
We did not find any matter to be mentioned with respect to the descriptions in business report and performance of theirduties by the Members of the Board of Directors concerning the internal control systems.
2. Results of audit on non-consolidated financial statements and the accompanying supplemental schedules
We acknowledge that the methods and results of audit performed by the Accounting Auditor, Deloitte Touche Tohmatsu
LLC, are appropriate.
3. Results of audit on consolidated financial statements
We acknowledge that the methods and results of audit performed by the Accounting Auditor, Deloitte Touche Tohmatsu
LLC, are appropriate.
May 27, 2020

CYBERDYNE Inc. Audit and Supervisory Board
Full-time Outside Audit and Supervisory Board Member

Yutaka Fujitani

Seal

Outside Audit and Supervisory Board Member

Cornelis Vellekoop Seal

Outside Audit and Supervisory Board Member

Kenichiro Okamura Seal

Outside Audit and Supervisory Board Member

Kazuro Kawamata Seal

30

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

South 2
ParkingP
A3 ExitP

Tsukuba Station

North 1
Parking

Tsukuba Center
Bus Terminal

Tsukuba Station West

Okura Frontier
Hotel Tsukuba

Daiwa Roynet
Hotel Tstukuba

PSouth 1
Parking

MOG
Oshimizu Koen Mae

Tsukuba Cleo
SquareDate : June 24, 2020 (Wed) 11am
Venue : NOVA HALL, LARGE HALL
1-10-1 Azuma, Tsukuba, Ibaraki, JapanNOVA HALL

South 3Parking
Mitsui
Building

P

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

Front entrance of NOVA HALL
when approaching from A3 Exit

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

31

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