15th
Ordinary General
Meeting of Shareholders
Date

11 am (Reception starts from 10am)
Friday, June 21, 2019
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 15th Ordinary General Meeting of Shareholders

1

Reference documents

4

Business report

8

Consolidated financial statements

25

Non-consolidated financial statements

27

Audit report

29

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 5, 20192-2-1 Gakuen-minami, Tsukuba, Ibaraki, Japan

President and CEO Yoshiyuki Sankai
CYBERDYNE, INC.

Notice of 15th 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 15th Ordinary General Meeting of CYBERDYNE, INC. (the “Company”), which will
be held as detailed below.
If it is not possible for you to attend the Ordinary General Meeting of the Shareholders, you are still entitled toexercise your voting rights through the enclosed form. Please examine the reference documents to judge whether you
agree or disagree with the resolution and send us the form by 6pm, June 20, 2019 (Thursday).

Date

11 am (Reception starts from 10am) Friday, June 21, 2019

Venue

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

AgendaPlease refer to the map on the end page)<Matters to be reported>
1. The Business report for the 15th fiscal year ended March 31 2019, 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 15th fiscal year ended March 31 2019.
<Matters to be resolved>
Agenda 1: Election of Seven (7) Members of the Board of Directors
Agenda 2: Election of One (1) Audit and Supervisory Board Member

1Disclosure via the internet
I. Among the documents and matters to be included in this Notice of the 15th 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 15th Ordinary General Meeting of Shareholders” of the Company’s
website (see below), pursuant to the provisions of laws, regulations and Article 22 of CYBERDYNE’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. stated above 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 15th 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 CYBERDYNE’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

Exercise of voting rights
議決権行使についてのご案内
Those
whoご出席いただける方
are attending the shareholders meeting
株主総会にPlease submit the enclosed form to exercise voting right at the reception of the venue.
同封の議決権行使書用紙を会場受付へご提出ください。

Date
日時

June 21, 2019 (Friday) 11 am午前11時
2019年6月21日（金曜日）

Venue
場所

NOVA HALL, LARGE
HALL
ノバホール（NOVA
HALL）大ホール

Those
whoご出席いただけない方
are not attending the shareholders meeting
株主総会にExercisevoting rights by mail郵送による議決権の行使

Pleasestate whether you agree to each items proposed for resolution on
同封の議決権行使書用紙に議案に対する賛否をご表示のうえご返送ください。なお、
theenclosed form and mail it to CYBERDYNE. If the form is submitted in
各議案につきまして賛否を表示せずに提出された場合は、賛成の意思表示があったもの
blanc,
it will be assumed that you are in favor of the resolution.
としてお取扱いいたします。
Exerciseperiod
行使期限

The form
arriveby June午後20, 2019(Thu) 6 pm
6must
月20
日（木）
6時必着
2019年

Exampleof voting on the form
議決権行使書用紙のご記入方法

3

3

こちらに各議案の賛否をPleasecircle yes (賛) or no (否）foreach ご記入ください。
item proposed for resolutionReference documents
Agenda 1. Election of Seven (7) Members of the Board of Directors
All the Members of the Board of Directors will complete their terms as of the end of this Meeting of Shareholders.
As such, we ask you to elect seven Members of the Board of Directors. Candidates are shown below.

Candidate
Number

1 Yoshiyuki Sankai

re-election

Born June 24, 1958 (60 years old)

Ph.D. in Engineering

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
2003/7
2004/4
2004/6
2006/2
2009/92010/3

Professor of Functional Engineering, University of Tsukuba
Professor of Systems & Information Engineering,
University of Tsukuba (present)
Director at incorporation of CYBERDYNE
President and CEO of CYBERDYNE (present)
Director of the Center for Cybernic Research,
University of Tsukuba

Program manager of the Impulsing Paradigm Changes through Disruptive
Technology Program (ImPACT) hosted by the Cabinet Office of Japan
2017/10 Executive Research Director of the Center for Cybernic Research,
University of Tsukuba (present)
2014/6(Important positions held outside CYBERDYNE)
Professor of Systems & Information Engineering, University of Tsukuba
Executive Research Director of the Center for Cybernic Research, University ofTsukubaCore Researcher of Funding Program for World-Leading
Innovative R&D on Science and Technology Program(FIRST) hosted by the Cabinet Office of Japan

Reason for the nomination as candidate for Director
Yoshiyuki Sankai is nominated as a candidate for Director. His extensive experience gained through his service as a founder of CYBERDYNE(the “Company”) and establishment of new academic field of Cybernics as a professor of Graduate School of University of Tsukuba are deemed to
be valuable to further promote the business of the Company and the group companies (collectively referred to as the “Group”) and to reinforce its
corporate governance.
Years in service as Director
15 years

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

Special interest in CYBERDYNE
None

2 Shinji Uga

re-election

Born February 15, 1970 (49 years old)

Certified Public Accountant
MBA

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

2007/6
2008/92009/2
2013/12

Joined Ridgeway Capital Partners Ltd.
Joined CYBERDYNE, INC.
Director (present) and head of Financial Affairs and Accounting Department of
CYBERDYNE, INC.
Manager of Corporate Department of CYBERDYNE, INC. (present)

Reason for the nomination as candidate for Director
Shinji Uga is nominated as a candidate for Director. His extensive knowledge as a certified public accountant, MBA and various others related to
management and accounting are deemed to be valuable to further promote management of the Group and its operations of the Group.
Years in service as Director
10 yearsSpecial interest in CYBERDYNE
None

Number of company shares owned
Common60,000 Shares

4Candidate
Number3

Yoshihiro Yasunaga

Newly appointed

Born November 14, 1974 (44 years old)

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

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

2013/42013/92017/112018/4
2019/2

Reason for the nomination as candidate for Director

Representative Director of Suzuka RoboCare Center Co., Ltd. (present)
Representative Director of Oita RoboCare Center Co., Ltd. (present)
Outside Director of SUMS, Inc. (present)
Representative Director of Shonan RoboCare Center Co., Ltd. (present)
Outside Director of Okayama RoboCare Center Co., Ltd. (present)(Important positions held outside CYBERDYNE)
Outside Director of SUMS, Inc.

Yoshihiro Yasunaga is nominated as a candidate for Director. After joining the Company, he served in Business Management Department and Sales
Department. Since 2013, he also serves as the Representative Director of the Company’s subsidiaries. He has experience and knowledge gained
through his service and are deemed to be valuable to further promote the sales of the Group.
Years in service as Director-

Candidate
NumberNumber of company shares owned
Common8,000 Shares

Special interest in CYBERDYNE
None

4 Hiroaki Kawamoto

re-election

Ph.D. in Engineering

Born August 25, 1974 (44 years old)

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

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

2015/4

Associate Professor at the Graduate School of System & Information Engineering,
University of Tsukuba (present)(Important positions held outside CYBERDYNE)
Associate Professor at the Graduate School of Systems & Information Engineering,
University of Tsukuba

Reason for the nomination as candidate for Director

Hiroaki Kawamoto is nominated as a candidate for Director. His extensive knowledge as a holder of Ph.D. in engineering and experience gained
through his service in the management since the founding of the Company are deemed to be valuable to further promote the business of the Group.
Years in service as Director
15 years

Candidate
NumberSpecial interest in CYBERDYNE
None

5 Kinichi Nakata

re-election

Born May 12, 1962 (57 years old)

Number of company shares owned
Common14,000 Shares

Outside Director

Independent Officer

Ph.D. in Medicine

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1989/7 Worked for Nippon University School of Medicine
1996/10 Councillor at Japanese Society for Artificial Organs
2003/3 Technical Committee on Industrial Promotion of Medical
Electromagnetic Drive Systems
2003/10 Lecturer at Nihon University School of Medicine (present)

2008/3
2008/6

Councillor at Japanese Association for Coronary Artery Surgery
Outside Director of CYBERDYNE (present)(Important positions held outside CYBERDYNE)
Lecturer at Nihon University School of Medicine

Reason for the nomination as candidate for Director
Kinichi Nakata is nominated as a candidate for Outside Director. His extensive experience and knowledge as a doctor as well as Ph.D. holder inmedicine are deemed to be valuable for corporate governance of the Company, which develops its business in the medical field. Furthermore,while Kinichi Nakata have no experience of corporate management other then his contribution in the Company, reasons stated above as well as his
performance in CYBERDYNE has led the Group to judge that Kinichi Nakata will appropriately execute his duties as a Outside Director.

5

Years in service as Director
11 yearsSpecial interest in CYBERDYNE
None

Number of company shares owned–

Candidate
Number

6 Kazumasa Yoshidare-election

Outside Director

Independent Officer

Born August 20, 1958 (60 years old)

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1984/10
2003/6
2012/6
2013/6
2014/6
2015/6

Joined Intel Corporation
President and CEO of Intel Kabushiki Kaisha
Outside Director of Onkyo Corporation (present)
Outside Director of CYBERDYNE (present)
Outside Director of TDK Corporation (present)
Outside Director of Mamezou Holdings Co., Ltd. (present)

2016/7 Outside Director of FreeBit., Ltd. (present)
2017/12 Outside Director of Mynavi Corporation (present)(Important positions held outside CYBERDYNE)
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

Reason for the nomination as candidate for Director
Kazumasa Yoshida is nominated as a candidate for Outside Director. His extensive experience and wide range of knowledge gained through his career
as an executive of a global company are deemed valuable for the corporate governance of the Group, which promotes its business internationally.
Years in service as Director
6 years

Candidate
NumberSpecial interest in CYBERDYNE
None

7 Hikari Imai

re-election

Born July 23, 1949 (69 years old)

Number of company shares owned
Common60,000 Shares

Outside Director

Independent Officer

MBA

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1974/4
1986/1
1993/4
1999/1Joined Yamaichi Securities Co., Ltd.
Joined Morgan Stanley Securities Co., Ltd.
Joined Merrill Lynch Securities Company
Vice Chairman of Merrill Lynch Japan Securities Company,
Limited2007/11
2008/4
2012/4
2015/6

Director, Vice President of RECOF Corporation
President and CEO of RECOF Corporation
Outside Director of Olympus Corporation
Outside Director of CYBERDYNE (present)

2016/6
2016/112019/1
2019/1

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

Reason for the nomination as candidate for Director
Hikari Imai is nominated as a candidate for Outside Director. His extensive experience and wide range of knowledge gained through his career as an
executive of financial institutions and as a Outside Director of companies including those engaged in medical device manufacturing are deemed to bevaluable to the Group’s corporate governance such as reinforcement of risk management.
Years in service as Director
4 years

Special interest in CYBERDYNE
None

Number of company shares owned–(Notes) The Company entered into a limited liability agreement with each of Hiroaki Kawamoto, Kinichi Nakata, Kazumasa Yoshida and Hikari Imai,in accordance with Article 423-1 of the Companies Act. If the aforementioned candidates are re-elected at this Meeting of Shareholders, this contract
will be continued.
The outline of this agreement is as follows.
-In the event that Outside Director is deemed to be liable for damages due to the negligence of his/her duties, his/her liability will be limited to theminimum amount set forth in Article 425-1 of the Companies Act.
-This limitation of liability will only be applicable if he/she carried out their duties which led to such liability in good faith and with no grossnegligence.

6

Agenda 2. Election of one (1) Audit and Supervisory Board Member
In order to strengthen the auditing system, the Company wishes to add one Audit and Supervisory Board
Member to the Audit and Supervisory Board. The Company requests its shareholders to elect one Audit andSupervisory Board Member.
This proposal has been approved by the Board of Audit and Supervisory Board. Candidate for Audit andSupervisory Board are as follows:

Candidate
Number1 Kazuro Kawamata
Born April 11, 1953 (66 years old)

Outside Audit andSupervisory Board Member

Newly appointed

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1976/3Joined Kanto Bank, Ltd. (now known as The Tsukuba Bank,
Limited)2008/4

Senior Vice President and General Manager of Audit
Department of The Kanto Tsukuba Bank, Limited (nowknown as The Tsukuba Bank, Limited)
Audit and Supervisory Board Member of The Kanto Tsukuba
Bank, Limited (now known as The Tsukuba Bank, Limited)

2009/6

2010/3
2012/6
2013/6

Director and Manager of the Human Resources Department of The Tsukuba Bank,
LimitedManaging Director and Manager of the Human Resources Department of The Tsukuba
Bank, Limited
President and CEO of Tsukuba Business Services Limited

Reason for the nomination as candidate for Audit and Supervisory Board Member
Kazuro Kawamata is nominated as a candidate for Audit and Supervisory Board Member due to his extensive experience and broad insight incorporate management gained through his service as General Manager of the Audit Department, Audit and Supervisory Board Member, Director andManagement of the Human Resources Department of the bank would allow Kazuro Kawamata to audit the execution of duties by the Directors of theGroup from an objective and fair standpoint.
Years in service as
Audit and Supervisory Board Member–

7

Special interest in CYBERDYNE
None

Number of company shares owned–

Business Report (from April 1, 2018 to March 31, 2019)
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, 2019 and certain
assumptions made by 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 the cyberspace(virtual world) and physical space (real world) of Society 5.0, by utilizing innovative Cybernic 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.
The Group’s business is to implement Cybernic Technology powered by Internet of Humans/Internet of Things (“IoH/
IoT”), Robots, and AI, to create a Cybernic Industry that will connect medicine, nursing-care, production, household,and work place in order to solve the various problems that a hyper-aging society must tackle. The Group’s business hasa 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, household, and work places. All of the Group’s devices
and interfaces are compatible with Internet of Humans/Internet of Things (“IoH/IoT”), and through these products,
information of 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. The Group simultaneously works on research and development, businessdevelopment and formation of business alliances to further accelerate the emergence of a Cybernic Industry that will solve
the problems facing society.

Major business lines of the Group (As of March 31, 2019)
The major business lines of the Group are as follows.
- Research, development, manufacturing and sales of Cybernic Systems for medical and long-term care field- Research, development, manufacturing and sales of Cybernic Systems for households and workplaces- Cybernic Treatment Service using Cybernics- Training Service using Cybernics
Status of research and development
While the Group is best known for research and development of HAL, it is working on various other products as well.
For example, the Group developed “Cyin”, which applies the highly sophisticated sensing technology of HAL to process
and analyze various types of vital information. Cyin for Living Support has been made commercially available on
September 2018 as a communication device that supports users who have difficulty speaking or moving due to severely
disabling disorders. Cyin for Living Support was designated to be a tax-free device on April 2019. The Group also plans tooffer this technology to support other types of research in the future.

8

The Group is working on projects to prevent or diagnose diseases in the cardiovascular system, and has developed apalm-sized device “VS-AS01 for Electrocardiogram and Pulse Wave Examination” that seeks to detect early symptomsof arteriosclerosis and arrhythmias that are major causes of stroke and heart disease. The Group obtained medical device
clearance for this device from the Japanese Ministry of Health, Labour and Welfare on December 2018, and also obtained
public health insurance coverage for the examination of arterial stiffness using this device in medical facilities on January
2019. The Group is currently preparing an external application of “VS-AS01 for Electrocardiogram and Pulse Wave
Examination” that will improve its usability for public consumption. In addition, the Group continues to work on further
development of photoacoustic imaging technology that analyzes data of microcapillary vessels in real time and othersensing devices for various types of vital information.
Furthermore, the Group has commercialized a next-generation Cleaning Robot CL02, which is equipped with thehighest quality autonomous navigation and environmental recognition technology. The Group began selling this newmodel in March 2018. The Group plans to convert and apply this state-of-the-art mobility technology for other applicationsuch as the Transportation Robot, a robot to improve mobility for the elderly, a robot to support transfers from a wheel
chair, a robot to support bathroom use for the disabled, and a guardian robot to watch over an elderly person.
Other projects that the Group is working on are a Clothing Type HAL to promote maintenance and improvement ofwalking function for the wearer, a robot that communicates and watches over an elderly user while monitoring vital andenvironmental information to ensure their safety during activities of daily living, and a robot that can dock to toilets to
support bathroom use for users who have difficulty walking on their own.

Status of business operation(Business operation around the medical application)
The Group continues its efforts to establish Cybernic Treatment, a treatment program using Medical HAL systems thataims to induce improvement and regeneration of the functions of the brain, nerves and muscles, into a global standard oftreatment.
In order to expand the target patient population of each market clearance to include stroke, which is a disease with overeight million patients in Japan and U.S. combined, an investigator-initiated multicenter clinical trial using the HAL for
Medical Use Lower Limb Type Single-Leg model is in progress at 15 different medical institutions. This clinical trial isscheduled to be complete within the fiscal year ending March 31, 2020. Furthermore, the Group has developed a 2S size
product of the Medical HAL system, and is in discussion with the Japanese Pharmaceuticals and Medical Device Agency
to receive clearance for a reduction of the minimum height requirement to use HAL for patients with neuromusculardisease. In addition, an investigator-initiated clinical trial led by Kyoto University Hospital for the HAL for Well-being
Single Joint Type, a lightweight and compact device that can be applied on the knee or the elbow, is being prepared as atreatment for stroke in the acute stage.
With regards to market development outside Japan, the market clearance decision from the U.S. Food and Drugs
Administration on December 2017 that specifically describes therapeutic effects to improve gait function in its Indication
for Use sprung the Group’s efforts to market the medical application to the Asia Pacific region in addition to Europe andthe U.S. The Group is also making preparations to obtain market clearance for products other than Medical HAL on a
global scale.

9In the U.S., the Company set up a joint venture, CYBERDYNE & BROOKS, Inc., with Brooks Rehabilitation Hospital,
which is known as one of the busiest rehabilitation hospital groups in the U.S. The Brooks Cybernic Treatment Center
opened in Jacksonville, Florida on March 2018, and has been educating and spreading the concept of Cybernic Treatment
across the medical community through conferences and exhibits, while accumulating clinical experience and results.
Meanwhile, the Group is making preparations to speed up business development in the U.S. by reinforcing its sales force.
In Europe, the Group has been providing its medical treatment service with the device covered by public workers
compensation insurance in Germany, and it is taking procedures necessary to obtain public health insurance coverage
as well. In terms of sales activities, HAL is already being used in a hospital in Poland, and in addition, Italy became thethird European country to adopt HAL following the announcement made by an advanced rehabilitation research center
specializing in neurological diseases (San Girolamo Center) in November 2018. Outside of Europe, the Group started
to offer HAL to Saudi Arabia in 2017. A pilot trial of HAL to treat spinal cord injury patients was launched on March
2019 under the leadership of the Saudi Arabian Ministry of Health. It is currently taking place in multiple medical
institutions owned by the public sector. The Group also started offering HAL to medical facilities in the Asia PacificRegion. On November 2018, SOCSO Rehabilitation Center, a medical institution owned by the Malaysian Social Security
Organization (a government organization), adopted a total of 24 units of Medical HAL and other HAL systems (Single
Joint Type and Lumbar Type), making them the operator of the largest number of HAL units in one site. In April 2019, theA. Zarate General Hospital in the Philippines also adopted 12 units of HAL Lower Limb Type. The Group is currently ina process to obtain medical device clearance from the Thai FDA so that the Group can spread HAL to Thailand, which is
known to be the largest medical device market in South East Asia.

(Business operation around applications to support caregivers and care receivers)
For devices that support patients and elderly persons outside of medical institutions, the Group mainly promotes two
devices aimed at improving their independence and quality of life. HAL for Well-being Lower Limb Type is designed forreceivers of care with disabled or weakened lower limb function. HAL Lumbar Type for Well-being is also designed forreceivers of care but with weakened function in the body’s core and lower limbs. The Group is preparing a new model of
HAL Lumbar Type for Well-being that will integrate the algorithms used in functions to support the caregivers, allowing
adopting facilities gain greater utilization and efficiency with the device.
There is also a potential for change in the field of well-being and support for independence. In the Council on theInvestments for the Future that was held in October 2018, the Japanese government stated that in the next revision of their
nursing care compensation rates, they intend to reinforce the incentives that reward healthcare providers who successfully
improve the independence of care receivers. As such the Group will continue to develop new products that enable greater
results for this goal.
The Group is also coordinating with leading facilities in each region of Japan to reinforce the HAL FIT fitness training
service. The Company coordinated with Eijyu, a Designated Non-profit Organization, to establish the Osaka Robocare
Center in October 2018. The Company also coordinated with the General Incorporated Association Japan Wheelchair
Sports Association to establish the Urayasu Robocare Center in December 2018. The Company also established Tsukuba
Robocare Center on March 2018 inside the Group’s facility “Cyberdyne Studio”. Additional centers in Okayama andSendai are scheduled to open in May 2019 and the Group plans to continue establishing additional centers in other major
cities of Japan.

10

(Business operation around applications in household and workplace)
In its effort to improve the workplace environment, the Group continues to implement HAL Lumbar Type for Labor
Support to large clients in aviation, construction, logistics, etc. The latest model of this device is installed with dust
proof and waterproof functions. The next-generation Cleaning Robot CL02 is being utilized in major Japanese airports,
commercial facilities operated by Mitsui Fudosan Co., Ltd., such as Diversity Tokyo Plaza, Lalaport Toyosu, etc., andoffice buildings operated by Sumitomo Corporation such as the Sumitomo Corporation Osaka Building, Sumitomo
Corporation Nagoya Gate Tower, etc.

Status of business alliance
The Group continues to advance business alliances with insurance companies in order to improve the system for
implementation of its technology into society. With its business ally, AIG Japan Holdings Kabushiki Kaisha, the Grouphas been offering a training program to improve walking function using HAL to 50 school students under the age of
18 with disabilities in the lower limb since October 2017. This campaign was expanded in March 2019, enabling more
people to receive the benefit of the program at more facilities. AIG General Insurance announced an additional programon January 2019, which offers its insured persons under automobile insurance and accident insurance, access to the “HAL
FIT” program for free (initially starting at 10 sessions) at training centers such as the Robocare Centers. Sompo Japan
Nipponkoa Insurance Inc. also made an announcement on January 2019, to cover the expenses of training with HAL thatis prescribed by doctors for its insured persons under automobile insurance.
The Group also formed a number of alliances with venture companies with unique technologies. To accelerate theemergence of the Cybernic Industry, the Group established the Cybernic Excellence Japan Fund 1 Investment Limited
Partnership (“CEJ Fund”) in July 2018. CEJ Fund will support and nurture venture companies and it has alreadycommenced its operation by taking part in an investment towards a promising startup.

Numbers of operating units
As of the end of March 2019, 291 units of Medical HAL were in operation worldwide including those used for clinicalresearch. Out of the aforementioned number, 77 were rented out in Japan for treatment. 252 units of HAL for Well-being
Single Joint Type were in operation and most of the units were used by hospitals in Japan for clinical research.
There were a total of 357 units combined of HAL for Well-being Lower Limb Type and HAL for Living Support Lower
Limb Type (older model) in operation as of end of March 2019. While the number of HAL for Well-being is increasing
following adoptions by care facilities in hospitals in Japan, the older model HAL for Living Support Lower Limb Type isstarting to meet its service life and the Group is decommissioning the units that have exceeded it. As of the end of March
2019, 919 units of HAL Lumbar Type for Well-being and Care Support were in operation.
As of end of March 2019, 572 units of HAL Lumbar Type for Labor Support were in operation. Operating units are
steadily increasing due to implementation in airports, factories and warehouses. As of March 2019, 44 units of Cleaning
Robot and Transportation Robots were in operation.

11

Result
As the result of the aforementioned, in the fiscal year ended March 31, 2019, the Group recorded revenue of ¥1,709
million (1.1% decrease year on year) mainly due to the increase in rental income from products such as Medical HAL
while income from selling the HAL Lumbar Type for Care Support decreased. Gross profit ratio improved 2.1 points to
71.8% year on year, resulting in the gross profit of ¥1,227 million (1.9% increase year on year).
Research and development expenses were recorded at ¥998 million (19.8% increase year on year), mainly due todevelopment of new products at the Company’s own expense and consigned research projects. In addition other selling,
general and administrative expenses increased to ¥1,454 million (4.6% increase year on year).
Other income was recorded at ¥406 million (11.5% increase year on year), mainly due to income from consigned research
projects, while other expenses were recorded at ¥11 million (179.4% increase year on year). Operating loss was recorded
at ¥830 million (26.0% increase year on year).
Furthermore, finance income was recorded at ¥239 million due to financial assets measured at fair value through profit
or loss, profit related to CEJ Fund were recorded at ¥61 million, and income tax expenses were recorded at ¥74 million
mainly due to deferred tax expenses. As a result, the Group improved by ¥41 million and recorded ¥632 million (6.1%
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 such companies that are not listed on the market using the IFRS 9 “Financial
Instruments”. As a result the financial assets measured at fair value through profit or loss ¥213 million was posted as"finance income" for the fiscal year ended March 31, 2019. Furthermore, the deferred tax expense in relation to thisvaluation was calculated at ¥68 million and posted as "income tax expenses". As such, the impact on the calculation of the
profit was ¥146 million.

12

Accounting standards
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, with the aim of improving theinternational comparability of the Groups’ financial information in the capital markets and strengthening theGroups’ business foundations by unifying accounting standards throughout the Group.
2. Status of capital investments
Capital investments made in the consolidated fiscal year ended March 31, 2019 were ¥789 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 the business”, “business
transferred from other companies” or “acquisition of rights and obligations related to the 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
The Company established Cybernic Excellence Japan Fund 1 Investment Limited Partnership in the consolidated fiscal
year ended at March 31, 2019.

5. Issues to be addressed
The Group aims to solve various problems facing society by promoting the entire process from R&D to social
implementation of innovative Cybernic Systems (Cybernic Devices, Cybernic Interfaces, etc.) based on Cybernics, which
is a new research areas that fuses and combines human, robot (machine) and information systems.
The Group’s business is to connect human, robotic systems and information systems in the field of medicine, long-termcare, household, workplace and production in order to develop and provide products and services that benefit people
and society. The Group succeeded on commercializing Robot Suit HAL through the use of Cybernics Technology, as
the world’s first Cyborg-type Robot. In order to contribute to society on a global scale through the use of HAL and other
Cybernic Systems, the Group considers to address the following issues.

R&D activities to create innovative technologies and new industries
R&D activities of the Group are based on three keywords “challenge”, “global development” and “innovation”. As
an innovative enterprise aiming to support the aging society, the Group must continue to carry out multifaceted R&D
activities to create new technologies capable of creating new industries, and implementing those technologies in to thesociety.
The Group collaborates with universities, research institutions, hospitals, corporations and various other organizationsin Japan to advance its researches of innovative Cybernic Systems. The Group also promotes R&D of accumulating,analyzing and AI processing of IoH/IoT Big Data gathered through Cybernic Systems.

13

Fostering personnel with target oriented mind to develop the businessIn order to create a new industry on global basis by developing innovative technologies originating in Japan in global
basis, the Group recognize that target oriented mind to develop the business will be the key. The employees of the Groupare expected to come up with ideas by thinking from the goals and also to have prominent capabilities to research, develop
and acquire know-how so that they could become experts and take a leadership in those fields, in which they have notnecessarily 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 with target oriented mind.

Expanding application of Cybernic Treatment in Japan
Within Japan, which accounts for 9%*1 (see page 9) of the global medical market, the Group obtained marketing approval
from the MHLW on November 25, 2016, which allows the Group to produce and sell the Medical HAL as a new medical
device for neuromuscular diseases and commenced the world’s first robotic treatment covered by public health insuranceson September, 2016.
The Group continues to coordinate with numbers of hospitals in each region, which would act as “bases” to treat
neuromuscular diseases. The Group also continues its endeavors to expand the application of Cybernic Treatment byaccelerating clinical researches and trials for other diseases such as stroke and spinal cord injury. For stroke, investigatorinitiated clinical trial for Medical HAL Lower Limb Type Single-Leg Model commenced in September 30, 2016 in orderto obtain medical device approval.

Expanding application and spreading Cybernic Treatment in the U.S.
In December 2017, Medical HAL obtained marketing clearance from the U.S. Food and Drug Administration (FDA) as a
medical device towards spinal cord injury. As a result, Medical HAL became marketable in the U.S., which accounts for
39%*1 (see page 9) of the global medical device market. The Group has commenced the treatment using Medical HAL in
BROOKS CYBERNIC TREATMENT CENTER from March 2018, which is located in Jacksonville, Florida.
The Group will accelerate its endeavors to spread Cybernic Treatment and continue its efforts to obtain each typeof insurance coverage in the U.S. Furthermore, the Group will commence the clinical trial of Medical HAL on stroke
patients, in order to expand application of Medical HAL to treatment of stroke.

Expanding application and spreading Cybernic Treatment in major European countries
In June 2013, Medical HAL Lower Limb Type obtained conformity certification (“CE”) as a robotic therapeutic device
from TÜV Rheinland, a third party accreditation organization, concerning the Medical Device Directive in the EU(“MDD”), which is necessary when exporting medical devices to the EU market. As a result, Medical HAL becamemarketable in the EU region, which accounts for 27%*1 (see page 9) in the global medical device market by indicating the
CE Marking.
As of this date, entire fee of Cybernic Treatment is covered by the accident insurance under the public workers’
compensation system in Germany, which is the largest medical device market in the EU. The Group continues to follow
a necessary process in order to obtain coverage by public health insurance. Furthermore, in Polish medical institute,treatment using Medical HAL commenced from July 2017 and the treatment in Poland is covered by a private insurancecompany. The Group will spread Cybernic Treatment to other major European countries by obtaining insurance coverage
for Cybernic Treatment from private insurance.

14

Promoting the business of robots in long-term care field
Japan is at the forefront of a super-aging society, with the number of senior citizens aged 65 or older stood at about 35.2
million (27.7% of the total population) as of October, 2017 and the number of people requiring long-term care and persons
requiring support under the public nursing care insurance system stood at about 6.1 million*2, as of the end of December,2015. The numbers are expected to continue its increase. Furthermore, it is predicted that about 2.5 million*3 care workers,
will be necessary by the year 2025, making a reduction of the number of voluntary turnover due to nursing care as themost urgent matter that Japanese society must confront.
The Group is working to disseminate a new version of HAL Lumbar Type that integrates the function of HAL Lumbar
Type for Well-being (to train the body core of the care receivers) and HAL Lumbar Type for Care Support (to support thelower back of the care givers when lifting a heavy weight).

Early expansion of product line-up
With a goal of realizing “Society 5.0/5.1” and “Zero Burdening-care Society” the Group will continue to commercialize or
further sophisticate its products in the following fields:
1) Medical devices designed to induce improvement or regeneration of the patient’s physical functions
2) Devices for long-term care designed to promote independent movements of the elderly people and people withdisabilities
3) Targeted field of HAL Lumbar Type for Care/Labor Support to reduce the workload upon conducting heavy work and
AI processed Transportation Robot as well as Cleaning Robot.
Furthermore the Group is developing a palm-sized device called Vital Sensor, which functions as an electrocardiogramand a detector of arterial sclerosis so that early signs of diseases could be detected. In order to accelerate the expansion of
its product line-up, the Group works on development of new products and gathers feedbacks from the users of the Groups
products in various fields so that further improvement could be applied.

Reinforcing the management structure and fostering personnel
In anticipation of global development, the Group must reinforce the management structure by fostering personnel. The
Group considers that reinforcement of internal control system is a significant issue. In order to foster its management
structure sufficiently in line with rapid growth of business, the Group will also educate next-generation personnel withwide range of specialized knowledge and experiences.
Sources*1. Espicom “Worldwide Medical Market Forecasts to 2019”*2. Cabinet Office, “Fiscal Year 2018 White Paper on Aging Society”*3. Ministry of Health, Labour and Welfare, “Forecast of supply and demand on personnel
working in the field of welfare towards the year 2025 (Final value)

15

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

Fiscal year 2015

Fiscal year 2016

Fiscal year 2017

(April 1, 2015 to March 31, 2016)(April 1, 2016 to March 31, 2017)(April 1, 2017 to March 31, 2018)(April 1, 2018 to March 31, 2019)

Fiscal year 2018

Net sales(Millions of Yen)

1,264

1,649

1,726

–

Ordinary loss*(Millions of Yen)

(710)

(782)

(688)

–

Net loss attributable to
CYBERDYNE, INC.

(Millions of Yen)

(718)

(789)

(591)

–

Net loss per share(Yen)(3.53)(3.69)(2.75)–

Total assets(Millions of Yen)

47,534

46,84846,338–

Net assets(Millions of Yen)

27,06346,22645,630–(Yen)

130.50214.90212.04–

Net assets per share*Income/loss before income tax without extraordinary income/loss, also called “pre-tax income” or “ordinary profit”(Note)The Company effected a two for one stock split for the Company Common Share as well as Class B Share on August 1,
2015. Net loss per share as well as net assets per share are calculated assuming that these stock splits took place on the
beginning of fiscal year 2015 (April 1, 2015).

(ii) Status of assets and income of the Group (International Financial Reporting Standards : IFRS)Division

Fiscal year 2015

Fiscal year 2016

Fiscal year 2017

(April 1, 2015 to March 31, 2016)(April 1, 2016 to March 31, 2017)(April 1, 2017 to March 31, 2018)(April 1, 2018 to March 31, 2019)

Fiscal year 2018

Revenue(Millions of Yen)

–

1,660

1,728

1,709

Operating loss

(Millions of Yen)

–

(697)

(659)

(830)

Loss attributable toowners of parent(Millions of Yen)

–

(676)

(673)

(632)

Net loss per share

(Yen)

–

(3.16)(3.13)(2.94)(Millions of Yen)–

47,712

46,59845,746(Millions of Yen)–

46,76845,69844,217(Yen)–

217.56212.53205.50Total assets
Equity attributable toowners of the parent
Equity attributable to ownersof the parent per share(Note)The Group adopts International Financial Reporting Standard (IFRS) from the consolidated financial statements and theAnnual Securities Report for the fiscal year ended March 31, 2018.

16

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

Fiscal year 2015

Fiscal year 2016

Fiscal year 2017

(April 1, 2015 to March 31, 2016)(April 1, 2016 to March 31, 2017)(April 1, 2017 to March 31, 2018)(April 1, 2018 to March 31, 2019)

Fiscal year 2018

Net sales(Millions of Yen)

1,012

1,453

1,542

1,530

Ordinary loss*(Millions of Yen)

(685)

(701)

(624)

(734)

(Millions of Yen)

(689)

(707)

(529)

(1,906)(Yen)(3.39)(3.31)(2.46)(8.86)

Total assets(Millions of Yen)

47,53346,92146,45844,740Net assets(Millions of Yen)

27,132

46,37445,84344,020(Yen)

130.84215.59213.09204.52Net loss
Net loss per share

Net assets per share*Income/loss before income tax without extraordinary income/loss, also called “pre-tax income” or “ordinary profit”(Note)The Company effected a two for one stock split for the Company Common Share as well as Class B Share on August 1,
2015. Net loss per share as well as net assets per share are calculated assuming that these stock splits took place on the
beginning of fiscal year 2015 (April 1, 2015).

17

7. Status of the parent and notable subsidiaries(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

CYBERDYNE USA Inc.

US$ 100,000

100.0%

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

CYBERDYNE & BROOKS, Inc.

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 GmbH

(Within Japan)

CEJ Capital, Inc.

¥10 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
Please refer to section 1 “process and outcome of the business”.

18

9. Main offices and factories (as of March 31, 2019)
Division

Name
Head Quarters

The Company

Location
Tsukuba, Ibaraki, Japan

Next-generation multipurpose robotized production facility (Fukushima Ooffice) Koriyama, Fukushima, Japan
Cyberdyne Care Robotics GmbH

Subsidiaries (Outside Japan) CYBERDYNE USA Inc.

Subsidiaries (Within Japan)

Bochum, North Rhine-Westphalia, Germany
Jacksonville, Florida, USA
Seattle, Washington, USA

CYBERDYNE & BROOKS, Inc.

Jacksonville, 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, 2019)(i) Status of employees in the Group (as of March 31, 2019)
Number of employees

Change from previous fiscal year

84 members(47 members)

Increase of 9 members(Decrease of 16 members)(Notes)(1) The number of employees includes full-time employees and members on temporary transfer assignments. It does notinclude 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 eachsegment is omitted.

(ii) Status of employees in the Company (as of March 31, 2019)
Number of employees
65 members(41 members)

Change fromprevious fiscal year
Increase of 3 members(Decrease of 3 members)

Average age

Average years ofcontinuous service

41.8 years old

5.0 years(Notes)(1) The number of employees includes full-time employees and members on temporary transfer assignments. It does notinclude 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, 2019)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

92,058 shareholders
3 shareholders

Common ShareClass B Share

2. Major shareholders (as of March 31, 2019)
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

3,739,033

1.73

STATE STREET LONDON CARE OF STATE STREET BANK AND TRUST,BOSTON SSBTC A/C UK LONDON BRANCH CLIENTS - UNITED KINGDOM

Common Share

2,940,000

1.36

BBH FOR GLOBAL X ROBOTICS AND ARTIFICIAL INTELLIGENCE ETF

Common Share

2,848,484

1.32

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

Common Share

2,184,300

1.01Japan Trustee Service Bank of Japan. Ltd. (Trust Account)

Common Share

1,950,500

0.90

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

Common Share

1,426,400

0.66

RBC IST 15 PCT LENDING ACCOUNT-CLIENT ACCOUNT

Common Share

864,993

0.40

BBH FOR MATTHEWS ASIA GROWTH FUND

Common Share

768,500

0.35(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 Systems & Information Engineering, University of Tsukuba
Executive Research Director of the Center for Cybernic Research, University of Tsukuba

Member of the Board of Directors

Fumiyuki Ichihashi

Team leader of the Information Strategy Team in the Improvement Office of CYBERDYNE

Member of the Board of Directors

Shinji Uga

Member of the Board of Directors

Hiroaki Kawamoto

Head of Corporate Department of CYBERDYNE
Associate Professor of Systems & Information Engineering, University of Tsukuba
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
13 out of 17 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
17 out of 17 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 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.
Situation of attendance at the meeting of the Board of Directors
17 out of 17 times

21Position

Name

Status of the position and other important positions held outside CYBERDYNE
Full-time
Lecturerinterest
at NihoninUniversity
School of Medicine
SpecialCYBERDYNE
No relevant items

Outside Audit and Supervisory
Board Member(Independent Officer)

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 the Board of Directors
13 out of 17 times
Situation of attendance at the meeting of the Audit and Supervisory Board
9 out of 10 times–
Lecturerinterest
at NihoninUniversity
School of Medicine
SpecialCYBERDYNE
No relevant items

Outside Audit and Supervisory
Board Member

Cees Vellekoop

Main activities
Provided opinions whenever necessary, based on his professional knowledge of law
Situation of attendance at the meeting of the Board of Directors
17 out of 17 times
Situation of attendance at the meeting of the Audit and Supervisory Board
10 out of 10 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)
Special interest in CYBERDYNE

Outside Audit and Supervisory
Board Member(Independent Officer)

No relevant items
Kenichiro Okamura

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 the Board of Directors
17 out of 17 times
Situation of attendance at the meeting of the Audit and Supervisory Board
9 out of 10 times(Notes)(1) Three of the Members of the Board of Directors, Kinichi Nakata, Kazumasa Yoshida and Hikari Imai are Outside Members of the Boardof 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) Three Audit and Supervisory Board Members, Yutaka Fujitani, Cees Vellekoop and Kenichiro Okamura 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, throughhis work at a major bank as well as from advisory service to financial institute at KPMG AZSA LLC in structuring internal control system.
As such Yutaka Fujitani is deemed to have sufficient knowledge 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 sufficient knowledge 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 Reporting Standards (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.

22

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¥36 Million

Audit and Supervisory
Board Members

3¥10 Million

Total

10

¥46 Million

Description¥3 Million for the three Members of the Outside
Board of Directors¥10 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 ofthe Board of Directors who also hold a positions as the Company employees.
(4) As of the end of March 31, 2019, there are seven Member of the Board of Directors and three Audit and Supervisory
Board Members.

VI Accounting Auditor

1. Name of the Accounting Auditor
Deloitte Touche Tohmatsu LLC

2. Fee for the Accounting Auditor
Items

23

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 theaudit 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 thetable 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
as set forth below. https://www.cyberdyne.jp/english/company/IR.html

24Consolidated financial statements
Consolidated financial position (as of March 31, 2019)

Unit : Millions of yen
Items

Amount

Items

AssetsAmountLiabilities
Current liabilities

Current Assets
Cash and cash equivalents

8,796

Trade and other receivables

257

Trade and other payables

284

Other current liabilities

370

Total current liabilities

654

20,505

Non-current liabilities

Inventories

901

Third-party interests in
CEJ Fund544

Other current assets

169

Provisions

91

Deferred tax liabilities

254

Total current assets

30,627

Total non-current liabilities

889

Other financial assets

Total liabilities
Non-current assets
Operating lease assets
Property, plat and equipment

1,543

Equity463
11,624

Intangible assets

70

Investments accounted forusing equity method

456

Current liabilities
Share capital

26,745

Capital surplus

26,494

Treasury shares(0)

Other components of equity(1,048)Retained earnings(7,972)

Total equity attributable toowners of the parent

44,217

Non-controlling interests(15)

Other financial assets

2,431

Other non-current assets

74

Total non-current assets

15,118

Total equity

44,20345,746

Total liabilities and equity

45,746

Total assets
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, 2018 to March 31, 2019)
Items

Unit : Millions of yen
AmountRevenue

1,709

Cost of sales(481)

Gross profit

1,227

Selling, general and administrative expenses
Research and development expenses
Other selling, general and administrative expenses
Total selling, general and administrative expenses(998)(1,454)(2,453)

Other income

406

Other expenses(11)

Operating profit (loss)(830)

Finance income

239

Finance costs(15)

Gains related to CEJ Fund

61

Share of profit (loss) of investments accounted for using equity method(24)

Profit (loss) before tax(569)

Income tax expense(74)

Profit (loss)(643)

Profit (loss attributable to)
Owners of parent(632)

Non-controlling interests(11)

Profit (loss)(643)

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, 2019)
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
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

Amount7,396
234
21,500
148
25
725
15
244
(1)
30,286

820
1
8
4
251
461
9,803
495
11,843
6
56
7
69
1,484
572

Unit : Millions of yen
Items
Liabilities
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

Amount
41
225
19
119
142
83
629
15
76
91
720

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

26,77826,714
26,7140(9,506)(9,506)(0)43,987

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

302
118
65
2,542
14,454

Total net assets

44,740Total liabilities and net assets

15
15
19
44,02044,740This 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, 2018 to March 31, 2019)
Items
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit (loss)

Unit : Millions of yen
Amount
1,530
376
1,154
2,345
(1,191)Non-operating income
Interest income

19

Subsidy income

15

Consigned research income

374

Outsourcing service fee

107

Other

21

Total non-operating income

536

Non-operating expenses
Interest expenses

0

Share issuance cost0

Loss on investments in capital

55

Other

23

Total non-operating expenses

79

Ordinary profit (loss)*(734)

Extraordinary loss
Loss on valuation of investment securities

1,168

Total extraordinary loss

1,168

Profit (loss) before provision of income tax(1,902)

Income taxes - current

5

Income taxes - deferred(1)

Total income taxes

5

Net profit (loss)(1,906)

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 15th business year (from April 1,2018 to March 31, 2019), 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 20, 2019

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

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 21, 2019 (Fri) 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 coming 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)