To our shareholders
February 16, 2021
2-2-1 Gakuen-minami, Tsukuba, Ibaraki, Japan

President and CEO Yoshiyuki Sankai
CYBERDYNE Inc.

Notice of Extraordinary Meeting of Shareholders
We want to take this opportunity to thank you for your support ofour endeavors. This document describes details of the Extraordinary
Meeting of CYBERDYNE Inc. (the “Company”).
To prevent the spread of COVID-19, we ask our shareholders tothoroughly review stated precautions and make a careful decisionon whether or not to participate in the meeting regardless of healthconditions. You can also exercise your voting rights by post or internet
if the form arrives by 6 pm March 3, 2021 (Wed). Please consider
your vote based on the Reference Document Related to the Agenda
on page 6.
Date

11 am Thursday, March 4, 2021

Venue

Banquet Subaru, Annex 1F, Hotel Nikko Tsukuba,
1-1364-1 Azuma, Tsukuba, Ibaraki* We ask our shareholders to exercise extra caution as there wasa venue change from the initial facility. The meeting will notoccur at the site where the Company hosted the previous General
Meeting of Shareholders.
* There may be another change of venues depending on theCOVID-19 outbreak in the surrounding area. In case of a changeof venue, we will announce it on our website
Website of CYBERDYNE Inc: https://cyberdyne.jp/english

Agenda<Matters to be resolved>
1. Regarding reductin of capital and disposition ofsurplus• If any situations occur that leads to changing the description of this document,
the Company will post the changes on the website: https//cyberdyne.jp/english/company/IR/html— 1 —【Please refrain from attending the meeting】
As the outbreak of COVID-19 continues, if many of ourshareholders attend the meeting, infection cluster could becaused. Please consider refraining from attending the meeting
to avoid infection cluster.
【Caution *Please read carefully】• Depending on the COVID-19 outbreak in the surrounding region, the Company may
change the start time or venue of the shareholders' meeting. The Company shall post
any changes with regards to the meeting on its website stated below. Please be sure
to check the company website before attending the shareholders' meeting.
The Company website: https://cyberdyne.jp/english• Due to the capacity of the venue, only 100 shareholders may attend the meetingon the day. If there are more than 100 shareholders present at the start time of thereception (10:15 am), the Company will conduct a lottery to select shareholders
that can enter the venue. If there are below 100 shareholders at the start time, theCompany will grant entry to the meeting until the numbers reach the capacity. We
kindly ask for your understanding that there is a possibility where you may notattend the meeting even if you arrive at the venue on the day.
• Non-shareholders such as statutory representatives, accompanying person cannot
attend the meeting of shareholders.
• To shorten the meeting duration, the Company will limit the questions and answers
to the Extraordinary General Meeting of Shareholders' agenda stated on page 6.
• Once you attend the meeting, please submit the attached form to exercise voting
rights (議決権行使書用紙) to the reception.
• Please wear a mask and sanitize your hands at the entrance.
• A staff member will examine your temperature near the entrance. We may refuseentry if you have a fever, if you seem to be feeling unwell or if you entered Japan
within 14 days before March 4, 2021.
• Once you enter the venue, please sit apart from other attendees and maintain enough
distance. Please follow instructions from the operating staff.
• There will be no display of the Company products and distribution of souvenirs.
• From the perspective of reducing the risk of infection and ensuring continuity of
the company business, some of our Directors and Audit and Supervisory BoardMembers may be absent or may attend the meeting through online tools.

— 2 —Guidance on exercising voting rights
Please read through the reference document related to the agenda on page 6 and exercise
your voting rights using the following methods. Furthermore, due to the COVID-19
outbreak, we kindly ask our shareholders to refrain from attending regardless of healthcondition. Instead, please consider exercising your vote in writing or via the Internet.
In writing

Please indicate whether if you approve or disapprove of the item on
the enclosed Form to Exercise Voting Rights and return it to us. If you
submit the form without indicating your vote, the Group will treat it
as an approval vote.

Expiration date

6 pm Wednesday, March 3, 2021

* The voting form is a postcard with a postage-paid fee,and it takes longer for the post office to process it than ordinary mail.
We kindly ask you to mail it as soon as possible.
■ Guidance to fill out the form
Please state whether if you approve ordisapprove in this box.
議案 (Item to resolve)►If you approve the item, please circle 賛 (approve)►If you disapprove the item, please circle 否 (disapprove)* Image sample of the Form to Exercise Voting Rights

InternetPlease Exercise your voting right by either of the following method.
❶ By scanning the QR code
❷ By entering the code and password

Expiration date

6 pm Wednesday, March 3, 2021

*Detailed instructions are written on the following page.
AttendPlease submit the Form to Exercise Voting Rights at the reception onthe day.

— 3 —Guidance on exercising voting right via the Internet❶

By scanning the QR CodeThis method enables you to enter the web page to exercise
your voting right without entering the code and password.

1

Please scan the QR code printed
on the bottom right of the Formto Exercise the Voting Right.
* QR Code is registered as atrademark in Japan by DENSOWAVE INCORPORATED.

2

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

You can only vote once by QR code
If you wish to change your voteafter exercising your voting right,
we kindly ask you to log in from thePC site, enter the code and password
stated on the Form to Exercise theVoting Right and change your vote.
* If you re-scan the QR code, it will
display the PC site
*The pages is only available in Japanese— 4 —❷By entering the code and password

Website to exercise the voting rights https://www.web54.net

1

2

3

Please access the website toexercise the voting rights

Please enter the code written
on the Form to Exercise VotingRight

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

Press "次へ進む"(Forward button)

Enter the code
Press "ログイン" (Log In)

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

4Please indicate your intention based on the questionnaires displayedon the page.
If you exercise your voting rights both in writing and via the Internet,
we will treat the exercise via the Internet as the valid exercise of your votingrights. If you exercise your voting rights more than once via the Internet
using an electric device such as a computer and smartphone, only the lastvote will be valid.
Please note that you may not access the website depending on
your computer, smartphone, or Internet environment.

For inquiries on exercising your voting rights via the Internet
Direct line to Sumitomo Mitsui Trust Bank, LimitedTransfer Agent Web Support Division
TEL: +81120652031 (available from 9 am to 9 pm JST)— 5 —

Reference Document Related to the Agenda
Agenda Item: Reduction of Capital and disposition of Surplus
The Company proposes a reduction of Capital and disposition of Surplus to increase
the flexibility and mobility of future capital policy and reduce the tax burden.
Specifically, according to Article 447, Paragraph 1 of the Companies Act, the Company
proposes to reduce the Capital and reclassify to Other capital surplus. Furthermore,according to Article 452 of the Companies Act, a portion of the increased Other capitalsurplus will be transferred to Retained earnings brought forward to compensate forthe deficit in Retained earnings brought forward.
This proposal is a transfer between accounts in the net assets section in the balance
sheet, and the number of net assets of the Company will not change. The total numberof issued shares will not change either, so this proposal will not affect the number ofshares held by the shareholders or the net asset value per share.

1. Outline of the reduction of the Capital(1) Amount of Capital reducedFrom the current capital, ¥26,768,447,600 will be reduced.
(2) M ethod of reduction of Capital
The Company will reclassify the reduced Capital ¥26,778,447,600 to Othercapital surplus.
(3) Effective date of the reduction of Capital
March 4, 2021

2. Outline of the disposition of Surplus
Following Article 452 of the Companies Act, the Company will reclassify
a portion of increased Other capital surplus to Retained earnings brought
forward to compensate for the deficit in Retained earnings brought forward.
This reclassification will only take effect after reducing Capital's amountdescribed in "1. Outline of the reduction of the Capital".
(1) Item and amount of Surplus to be reduced Other capital surplus¥10,355,087,255(2) Item and amount of Surplus to be increasedRetained earnings brought forward ¥10,355,087,255(3) Effective date of the disposition of Surplus
March 4, 2021

— 6 —

— 7 —

Map to the venue of the Extraordinary Meeting of Shareholders
Chuo Koen Mae

South 2
ParkingP

Hotel Nikko
Tsukuba
ANNEX

A3 ExitP

Tsukuba Station

North 1
Parking

Tsukuba CenterBus Terminal
Hotel Nikko
TsukubaDaiwa Roynet
Hotel Tstukuba
Tsukuba Station WestMOGOshimizu Koen Mae

PSouth 1
Parking

NOVA HALL

Tsukuba Cleo
SquareDate : 11 am, March 4, 2021 (Thu)
Venue : Banquet Subaru, ANNEX 1F, Hotel Nikko Tsukuba
1-1364-1 Azuma, Tsukuba, Ibaraki, Japan

South 3Parking
Mitsui
Building

P

Access
By train
Tsukuba Express (Tsukuba Station)
walk 2 min from the A3 Exit

By Highway Bus"Tsukuba Go Bus" Yaesu South exit [Tokyo Station]
walk 2 min from [Tsukuba Center Station]

By car
1. Exit at Sakura Tsuchiura Interchange of Joban expressway and head towards Sakura/Tsukuba Science City
2. Turn right at the second crossing with a footbridge (Sasagi) and head north along Higashi-odori for 3km
3. Once the two-lane road turns to three-lane, take the 3rd crossing (Gakuen-Higashi) to the left
4. The building you will see on the far left at the 2nd crossing point (Oshimizu Koen Mae) is the venue* Hotel Nikko Tsukuba has a main building and annex building. The venue is in the annex building.
* Please use the pay parking nearby (CYBERDYNE is unable to provide any discount for the parking)— 8 —