19th
Ordinary General
Meeting of Shareholders
Date

13:00 (Reception starts from 12:30)
Thursday, June 22, 2023
Venue

Leo Esaki Main Hall, Tsukuba International Congress Center
2-20-3 Takezono, Tsukuba, Ibaraki, Japan(Please refer to the map on the end page)

AgendaElection of five (5) directors

CYBERDYNE Inc.

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

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

To our shareholders

Stock code: 7779

June 7, 2023

(Start of electronic provisioning measures: June 1, 2023)

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

President and CEO Yoshiyuki Sankai
CYBERDYNE Inc.

Notice of 19th Ordinary Meeting of Shareholders

We want to thank you for your support of our endeavors.
CYBERDYNE Inc. (the “Company”) invites all shareholders to participate in the 19th Ordinary General Meeting of
Shareholders. You can find detailed information about the event below this section.
In convening this Ordinary Meeting of Shareholders, the Company has adopted a policy of electronically providing
the information contained in the reference documents for the meeting. The electrical copy is available on the Company’s
website under “Notice of 19th Ordinary General Meeting of Shareholders.”【The Company website】
https://www.cyberdyne.jp/english/company/IR.html
The information on the electronic provision of data is also available on the website of the Tokyo Stock Exchange(TSE), which can be accessed by entering “CYBERDYNE” in “Issue name (company name)” or “7779” in “Code”
and then selecting “Basic information” and then “Documents for public inspection/PR information.”【website of Tokyo Stock Exchange(Listed Company Search)】https://www.jpx.co.jp/english/listing/co-search/index.html

1Instead of attending the in person, you may exercise your voting rights via the Internet or in writing. Please exercise
your voting rights by 18:00 on Wednesday, June 21, 2023, after reviewing the reference documents for the General
Meeting of Shareholders.

Date

13:00 (Reception starts from 12:30)

Venue

Leo Esaki Main Hall, 2-20-3, Takezono, Tsukuba, Ibaraki

June 22 2023 (Thursday)(Previously known as the “Large Hall”)

Agenda<Matters to be reported>
1. The Business report for the 19th fiscal year ended March 31 2023, 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 19th fiscal year ended March 31 2023.
<Matters to be resolved>
Agenda 1: Election of five (5) directors● The following items are not included in the documents to be delivered to shareholders who have requested deliveryof documents, pursuant to the provisions of laws and ordinances and Article 22, Paragraph 2 of the Articles ofIncorporation of the Company.
Therefore, the documents to be delivered to the shareholders who requested the delivery of the documents are apart of the documents audited by the accounting auditor in preparing the accounting audit report and by the Audit
and Supervisory Board Members in preparing their audit report.
Business report : Items concerning Stock Acquisition Rights, items concerning accounting auditors, system toensure the properness of the business and its status of the operation
Consolidated financial statement : Consolidated statement of changes in equity and related notes
Non-consolidated financial statement: non- consolidated statement of changes in net assets● In the event of any modification to the electronic provision measures, a notice to that effect, the matters before andafter the modification will be posted on each of the aforementioned websites.
2

株主総会にご出席いただける方

Exercise of voting rights

同封の議決権行使書用紙を会場受付へご提出ください。

日時2019年6月21日（金曜日）
Please exercise yourvoting rights
based on the information stated on 午前11時
this document, according to the
instructions stated below. Please note that if you vote in both writings and by the Internet, the Company will
場所
ノバホール（NOVA HALL）大ホール
select the vote by the Internet as the valid vote. If you vote more than once on the Internet or vote with botha computer and a smartphone, the Company will only select the last vote as the valid vote.

株主総会にご出席いただけない方
Pleasecircle approve (賛) or disapprove (否) on the enclosed voting form and return it to us via

Vote by mailmail. The Company will treat the form without circles as an approval vote.

郵送による議決権の行使
Exerciseperiod The form must arrive before June 21, 2023 (Wed)

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、*The postage fee for the voting form is not required. However, because this type of mail takes longer for the post office to process thanregularmail, please post the voting form in advance to ensure delivery to the Company before the end of the exercise period.
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としてお取扱いいたします。
■ Sample image of the voting form

行使期限

Please circle yes (賛) or no (否）foreach item proposed for resolution

2019年6月20日（木） 午後6時必着

議決権行使書用紙のご記入方法
こちらに各議案の賛否をご記入ください。

Vote byinternet

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

議決権行使についてのご案内

Exercise period June 21, 2023 (Wed) 6 pm

Please check the following page for further detail株主総会にご出席いただける方

Vote at the venue
3

3

Pleasesubmit the enclosed form to the receptionist at the meeting. We advice you to bring this
同封の議決権行使書用紙を会場受付へご提出ください。
document as a reference document of the meeting. Please note that proxies and accompanying
日時2019年6月21日（金曜日）
午前11時
persons
who are notshareholders cannot participate the General
Meeting of Shareholders. One proxycan participate the meeting if they also hold the Company’s voting right and submits a document
場所the proxy’s
ノバホール（NOVA
HALL）大ホール
certifying
authority.

C̲18481759̲01̲ostCYBERDYNE様̲招集通知.pdf 3

Instructions on voting by
the Internet❶

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

1❷"Smart Exercize"by scanning the QR code

Entering code and password to
exercise your voting rights

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

1

Please access the website toexercise the voting rights

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

2

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

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

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

Press "次へ進む"(Forward button)

Enter the code
Press "ログイン" (Log In)

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

4
2

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

You can only vote once by QR code
*If you wish to change your vote after
exercising your voting rights, pleaselog in to the website for PCs, enter the
QR code, the "Voting Right Exercise
Code" and "Password" indicated on the
Voting Form, and exercise your voting
rights again.

Please select approve or disapprove for each agenda displayed on
the page.

Please note that if you vote in both writings and by the Internet, the Company
will select the vote by the Internet as the valid vote.
Furthermore, if you vote more than once on the Internet or vote with botha computer and a smartphone, the Company will only select the last vote as
the valid vote.
Depending on your internet environment, you may experience difficulty
seeing the website on your computer or your smartphone.

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

*Please read the QR code again to go
to the PC site.

*The pages is only available in Japanese

4Reference documents
Agenda 1. Election of five (5) Members of the Board of Directors
The elected term of all seven (7) Directors will expire after this General Meeting of Shareholders.
The Company proposes to elect five (5) Directors.
The candidates for Directors are as follows.

Candidate
Number

1 Yoshiyuki Sankai

Reappointed

Born June 24, 1958

Ph.D. in Engineering

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
2003/7
2004/4
2004/6
2006/2
2010/3
2011/102013/8
2014/112016/82017/10

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

2020/62023/42023/4

Director of R&D Center for Frontiers of MIRAI in Policy andTechnology, University of Tsukuba (present)
Director of CYBERDYNE MALAYSIA SDN. BHD (present)
Program Director of Cross-ministerial Strategic Innovation
Promotion Program (present)(Important positions held outside CYBERDYNE)
Professor of Faculty of Engineering, Information and Systems University of Tsukuba
Executive Research Director of the Center for Cybernic Research, University of Tsukuba
Director of R&D Center for Frontiers of MIRAI in Policy and Technology, University of Tsukuba
Director of CYBERDYNE USA Inc.
Director of Cyberdyne Care Robotics GmbH
Director of CYBERDYNE MALAYSIA SDN. BHD
Program Director of Cross-ministerial Strategic Innovation Promotion Program

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

5

Special interest in CYBERDYNE
None

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

Candidate
Number

2 Akira Matsumura
Born October 25, 1954

Reappointed

Outside Director

Independent Officer

Ph.D. in Medicine

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
2004/3
2007/4
2011/4
2011/4
2014/4
2016/3
2016/42018/62018/10

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

2020/42021/4President of Ibaraki Prefectural University of Health Sciences (present)
Director of CYBERDYNE Inc. (present)(Important positions held outside CYBERDYNE)
President of Ibaraki Prefectural University of Health Sciences
Hospital Board Trustee of Kennan Hospital
Co-Representative Director of Artron
Vice President, International Society for Neutron Capture Therapy

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

Candidate
NumberSpecial interest in CYBERDYNE
None

3 Kenji Suzuki
Born January 17, 1975

Reappointed

Number of company shares owned
Common5,000 Shares

Outside Director

Independent Officer

Ph.D. in Engineering

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
2016/42017/10
2018/42021/22021/6

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

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

Special interest in CYBERDYNE
None

Number of company shares owned—

6Candidate
Number

4 Shinji Honda
Born May 26, 1958

Newly appointed

Outside Director

Independent Officer

Master in Business Administration

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1981/4
2001/1
2005/10
2008/6
2009/4
2011/6
2011/6
2012/4
2014/6
2014/10

Joined Takeda Pharmaceutical Company Ltd.
Executive Vice President of TAP Pharmaceutical Products, Inc.
General Manager of U.S. business at Takeda Pharmaceutical Company Ltd.
Head of Overseas Business Promotion Department at Takeda Pharmaceutical
Company Ltd.
President and Chief Executive Officer of Takeda Pharmaceuticals Norht
America, Inc.
Corporate Officer of Takeda Pharmaceutical Company, Inc.
Chief Integration Officer at Takeda Pharmaceuticals International, Inc.
Corporate Officer and Head of Planning and Management Department at
Takeda Pharmaceuticals Company Ltd.
Senior Management Director and Head of Planning and Management
Department at Takeda Pharmaceuticals Company Ltd.
Senior Management Director and CSO of Takeda Pharmaceuticals Company
Ltd.

2018/1
2018/2
2018/3
2018/62021/72022/6

Executive Officer of Business Planning Division at NISSIN FOOD
HOLDINGS CO., LTD.
Executive Officer and Corporate Strategy Officer (CSO) at NISSIN FOOD
HOLDINGS CO., LTD.
Outside Director of Premier Foods PLC (England)Managing Executive Officer and Corporate Strategy Officer (CSO) at NISSIN
FOOD HOLDINGS CO., LTD.
Executive Advisor at NISSIN FOOD HOLDINGS CO., LTD. (present)
Outside Director at USS Co., Ltd. (present)(Important positions held outside CYBERDYNE)
Executive Advisor at NISSIN FOOD HOLDINGS CO., LTD.
Outside Director at USS Co., Ltd.

Reason for the nomination as candidate for Director
Honda has extensive experience and a wide range of insight into overseas business development, group management, and corporate planning in the
medical industry. The Company considers him a qualified candidate for Outside Director, who can supervise and advise on the execution of operations
from a professional perspective. The Company especially expects his contribution to the business formulation, progress of business strategies, andmanagement plans.
Years in service as Director—

Candidate
NumberSpecial interest in CYBERDYNE
None

5 Hanako Muto
Born April 16, 1965

Newly appointed

Number of company shares owned—

Outside Director

Independent Officer

MBA

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE
1986/8
1999/10
2008/5
2012/42013/5
2018/112018/11

Joined the Mitsui Bank, Ltd.
Joined Sony Corporation
Joined Mitsubishi Corp. - UBS Realty Inc.
Joined NEXON Co., Ltd.
Joined Mckinsey & Company Japan
Joined Air Liquide Japan G.K. (formerly K.K.)

2022/7

Joined General Incorporated Association Japan Industrial and Medical Gases
Association (JIMGA)
Partner at Korn Ferry Japan (present)(Important positions held outside CYBERDYNE)
Partner at Korn Ferry Japan (present)

Reason for the nomination as candidate for Director
Muto has extensive experience and insight into capital markets (analyst/IR and other investor relations), corporate public relations, human resources,and organizational consulting. The Company regards her to be a qualified candidate for Outside Director, who can supervise and advise on the executionof operations from a professional perspective, especially on capital markets (analyst/IR and other investor relations)Years in service as Director—

7

Special interest in CYBERDYNE
None

Number of company shares owned—

(Note) 1. Shinji Honda and Hanako Muto are candidates for newly elected Directors. Akira Matsumura, Kenji Suzuki, Shinji Honda, and Hanako Muto are
candidates for Outside Director
2. According to Article 427, Paragraph 1 of the Companies Act, the Company signed contracts with Akira Matsumura and Kenji Suzuki to limit their
liability for damages as provided in Article 423, Paragraph 1. The maximum penalty for damages under the contract is the minimum liability amountstipulated in Article 425, Paragraph 1 of the Companies Act. The agreement will continue if their reappointments are approved at this General Meetingof Shareholders. In addition, the Company plans to enter the same liability limitation contract with Shinji Honda and Hanako Muto if their election isapproved.
3. The Company has entered into a liability insurance contract with an insurance company for Directors and Audit and Supervisory Board Members as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages (defense costs, compensation for damages, andsettlement money) incurred by the insured due to claims (including shareholder representative lawsuits) filed during the insurance period against theinsured, including the Company’s Directors, concerning their executed duties. If each candidate is elected and assumes office as a Director, they will be
insured under the relevant insurance policy. The insurance policy will be renewed with the same terms and conditions at the next renewal.
4. The Company has registered Akira Matsumura and Kenji Suzuki as independent directors stipulated by the Tokyo Stock Exchange. In addition, Shinji
Honda and Hanako Mutoh meet the requirements for Independent Directors as defined by the Tokyo Stock Exchange. The Company plans to submit
applications to the Tokyo Stock Exchange to register the newly elected candidates as Independent Directors.

【For your reference】
Skills matrix of the Board of Director
GlobalExperiencein management

○

○

○

○

Outside/Independent

○

○

○

Outside/Independent

○

○

○

○

Outside/Independent

○

○

○

○

○

○

Role

1

Yoshiyuki
Sankai(Representative/

2

Akira
Matsumura

3

Kenji
Suzuki4

Shinji
Honda

HanakoMuto

Businessdevelopment

Research &Development

Name

5

Finance/Acounting/
Legal

Medical/clinicalCandidate
NumberInsideR&D)(Newly appointed)

Outside/Independent(Newly appointed)

Finance/
M&A

○

○

○
○

8

(Attached material)

Business Report (from April 1, 2022 to March 31, 2023)

1 Current status of the Group

1. Process and outcome of the businessTo solve various issues facing society, the Group will make full use of “Cybernics” (a new field that
integrates and combines human, robot, AI, and information systems) and handle HCPS (Human-CyberPhysical Space) in a unified manner. Furthermore, through Cybernics, the Group promotes the realizationof “Techno Peer Support” and future development by creating the “Cybernics Industry,” a new industry thatwill follow the robotics and IT industries.
The Group defines “Techno Peer Support Society” as a society in which people and technology coexist
and mutually support each other, enabling people to maintain and manage their health even in old age andto exercise their long-cultivated abilities to the fullest. A society where people can maintain a high degreeof independence and lead a life with a higher degree of freedom, even if their physical condition declines
due to disease, accident, aging, or disability. To realize such a society and create a new industry based on
Cybernics, the Group is developing various Cybernics Technologies that improve, regenerate, expand, andsupport the wearer’s physical functions.
Major business lines of the Group (As of March 31, 2023)
The major business lines of the Group are as follows.
- Research, development, manufacturing and sales of Cybernics Systems for medical and long-term care field- Research, development, manufacturing and sales of Cybernics Systems for households and workplaces- Cybernics Treatment Service using Cybernics- Training Service using Cybernics

Status of business operation

9<<Business operation around the medical application>>
The Group continues its efforts to disseminate Cybernic 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.
(Japan)The Group continues its efforts to disseminate Cybernics Treatment, a treatment program using Medical
HAL. Postmarketing surveillance on the Medical HAL Lower Limb Type Double-leg Model suggesteda high efficacy and safety towards progressive neuromuscular diseases, for which no effective treatment
methods are established yet. The revision of insurance pricing for 2022 allows hospitals that use the DPC
system (80% of base hospitals treating intractable diseases in Japan) to calculate insurance for treatment
with HAL on a pay-per-use basis for hospitalized patients. Also, insurance reimbursement pricing associatedwith the treatment was increased. Although there was some delay in the installation of Medical HAL due
to the effects of COVID-19, following the pandemic’s convergence, new installation orders are increasing
steadily in the new fiscal year.

Regarding spinal cord-related diseases, the Japanese Minister of Health, Labour, and Welfare approved
additional indications of HTLV-1-associated myelopathy (HAM) and hereditary spastic paraplegia for
HAL on October 27, 2022. Accordingly, the Company is preparing for reimbursement insurance coverage
procedures, and the Company is consulting with the regulators on the necessary steps to apply. Regarding
stroke, Compared to 2014-2015, when the HIT2016 study was planned for Medical HAL Lower Limb Type,the practice conditions surrounding acute stroke treatment and recovery rehabilitation changed significantly.
To capture the latest patient profile and clinical needs, additional studies (clinical trials) are being considered.
Based on discussions with the authorities regarding the clinical significance of the HIT2016 study andthe statistical significance of the primary endpoints, the Group is considering combining the results ofadditional studies upon application for medical device approval. The results are believed to be compelling
data for medical insurance for stroke worldwide.
In addition, the University of Tsukuba Hospital started clinical trials to investigate the effect of HAL
on improving the physical functions of children affected by cerebral palsy in January 2022. The trial iscurrently in progress.
(USA)
As a medical service platform for individual users, RISE Healthcare Group (RHG), the Company’s
subsidiary, is gradually expanding the number of facilities in Southern California. On February 2023, RISE
opened its first center in 27 locations (an increase of 11 sites since the acquisition). In addition, RHG plansto open new centers in northern areas of California soon. HAL technology of CYBERDYNE is currently
being used in 4 locations, and official service with HAL is being started gradually from January 2023.
(EMEA: Mainly Europe and the Middle East)
Following the fiscal year 2021, the Group continued to promote Cybernics Treatment in significant countries.
For example, the HAL series was installed in Türkiye. In addition, total of 25 units of HAL was exported toan Italian Social Company, Coopselios. Coopselios specializes in medical and care services. The revenue
from the exportation to Italy is planned to be recorded as revenue for 1st quarter of fiscal year ended March
31, 2024.
In Germany, the G-BA (German Federal Joint Committee), the public health insurance authority, hasannounced to conduct a clinical trial for spinal cord injury based on public health insurance coverage. As of
March 2023, related parties are preparing the trial protocol.
(APAC: Asia Pacific)
In February 2022, the Group established CYBERDYNE MALAYSIA Sdn. Bhd. in Malaysia as a businesspromotion base in APAC, and this establishment contributed to an acceleration of Cybernics Treatment
in India, Australia, and Taiwan. In addition, during the fiscal year under review, Cybernics Treatmentcommenced in Singapore’s largest hospital, Singapore General Hospital.
The Group continues strengthening its partnership with Malaysia’s government-affiliated Social Security
Organization (SOCSO). The collaboration resulted in increased access for Malaysian patients under the
SOCSO coverage (as of March 2023, 104 units of HAL are rented to 10 facilities). Also, the announcementof the construction of the National Center for Neuro-Robotics and Cybernics, the largest medical complex
in Southeast Asia, is scheduled for completion by the end of 2024.
Furthermore, the Group has already received approvals from Malaysia, Thailand, and Australian regulatorsin this region for Medical HAL Single Joint Type. The Group also obtained approvals from the regulator of
Taiwan within this fiscal year.

10

11

<<Business operation around applications to support caregivers and care receivers>>
The Group has developed various types of HAL to improve seniors’ need for nursing care, preventing illness
and frailty, and maintaining their independence from care. For example, the HAL Lower Limb Type for
improving ambulatory functions; HAL Single Joint Type to train elbow, knee, and ankle movements; andHAL Lumbar Type to train the trunk and lower limb function. Based on the positive results of a pilot studyof a care prevention program utilizing the HAL Lumbar Type for seniors in 2019, Kanagawa Prefecture willproceed with a randomized controlled trial starting in 2020. Furthermore, in October 2022, the Company
began joint research with Kanagawa Prefecture, Kanagawa University of Health and Welfare, and Keio
University to implement the program in nursing care settings.
(Service at facilities for individuals)
The Group continues to offer Neuro HALFIT, a program that induces improvement of the brain-nerve andmusculoskeletal system through utilizing HAL. The program is currently available at 17 Robocare Centers
operated by business partners. The Group plans to open additional Robocare Centers.
(Neuro HALFIT at Home as a service towards individuals)
The Group offers Neuro HALFIT at Home as a contactless service to enable individuals to work out at homeusing HAL. The Group is working with home visiting service providers to promote in-person support, fromequipment setup to program implementation at home.
(Prevention/early detection)
The Group is preparing for the commercialization of the Cyvis series, an ultra-small size vital sensor
designed to manage the risk of arrhythmia and atrial fibrillation and prevent myocardial infarction andstroke by accumulating, analyzing, and AI processing various healthcare data such as cardiac activity, brain
activity, body temperature, SpO2, and daily activities. Furthermore, Cyvis will also be equipped with an
optional feature to measure breathing conditions during sleep, enabling easy and precise screening for therisk of SAS (Sleep Apnea Syndrome). In addition, in August 2021, the Group added C2 into a consolidated
subsidiary to strengthen the Group’s healthcare business. C2 is best known for developing and operating the“Sound Sleep Alarm” healthcare application that visualizes sleep. The Group applied for Cyvis-1 in April
2022 to register it as a medical device and started trial marketing the product to users in May 2022. Also,
for the next-generation model Cyvis 2, the company applied for a medical device certificate on April 2023.
<<Business operation around applications for the workplace and daily life>>(Well-being)
Since October 2021, the Group has been working closely with Hampshire County, England, on using HAL
Lumbar Type for Well-being in care facilities. In addition, the Group will coordinate with Hampshire
County to use this as a model example to disseminate the technology in other areas of the UK and other
European nations.
(Labor Support, Disinfection, and Cleaning)
Regarding the next-generation Cleaning Robot CL02, which uses cutting-edge SLAM technology to achieve
high-speed autonomous driving, the Group works with major construction companies with its ability to ride
on elevators automatically and connect with cloud systems; the companies are developing this technology

as a solution to make building management smarter and reduce management costs. Furthermore, thecompany is expanding its mobility part as a transportation robot inside the factory.
Status of Research and Development
The Group develops “Acoustic X,” a patented photoacoustic imaging system based on the LED light source
method that realizes real-time, high-resolution 3D imaging of blood vessels and blood in the peripheralorgans without needing contrast agents. The “Medical Innovation Promotion Project (Development andCommercialization Project)” of the Japan Agency for Medical Research and Development (AMED) isused to accelerate the development of this product. In addition, research is underway at prominent medical
institutions and research facilities overseas for various applications.
Other research projects of the Group include “thin” HAL for people with disabilities and seniors. This
device is developed to maintain and improve the wearers’ walking ability. The Group is also developing acommunication robot, which obtains vital and environmental information while communicating with users
to maintain and improve their ADL. A personal mobility robot is also under development to help those whohave difficulty walking.
In addition, Cybernics Medical Innovation Base A building in the national strategic zone of Kawasaki City,
Japan, is completed, and companies that the Group is working with are moving into the facility in January
2023.
Numbers of operating units
As of the end of March 2023, 442 Medical HAL Lower Limb Type units were operating worldwide,
including those used for clinical research. Out of those units, 84 are used in Japan for treatment. In addition,
there were 584 units of HAL Single Joint Type, mainly from the increase of products used in hospitals.
A total of 351 units of HAL for Well-being Lower Limb Type and HAL for Living Support Lower Limb
Type (older model) were in operation. Furthermore, 1,138 units of HAL Lumbar Type for Well-being werein operation. In addition, there were 419 units of HAL Lumbar Type for Labor Support and 164 units ofCleaning Robots and Transportation Robots.
Results
In the consolidated fiscal year that ended March 31, 2023, the increase of HAL rented outside of Japan,
recovery from COVID-19, and medical service base in the US contributed to the revenue recorded at ¥3,289
million (52.9% increase year on year). In addition, the Group recorded a gross profit of ¥1,791 million(22.5% increase year on year).
Research and development expenses were recorded at ¥735 million (3.1% increase year on year), mainly
due to developing new products at the Company’s own cost, clinical research, and consigned research
projects. In addition, the Group recorded other selling, general, and administrative expenses at ¥2,406
million (33.9% increase year on year) due to an increase following the M&A in the previous fiscal year.
Other income was recorded at ¥212 million (21.0% increase year on year), mainly from a consigned
research project. On the other hand, other expenses were recorded at ¥8 million (38.5% increase year onyear), resulting in an operating loss of ¥1,145 million (30.5% increase year on year).
12

The Group recorded a finance income of ¥1,312 million, mainly due to gains from the valuation differenceof investment securities. In addition, the Group recorded gains related to CEJ Fund at ¥274 million andincome tax expense at ¥446 million from deferred tax expenses, resulting in the posting of loss attributableto owners of the parent at ¥298 million (40.2% increase year on year). The Company forms business andcapital 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,during the consolidated fiscal year ended March 31, 2023, the gain on valuation difference of investments
securities ¥1,871 million was recorded as finance income and gains related to CEJ Fund. Furthermore, as
the Group recorded a loss on the valuation difference of investment securities, ¥624 million was recorded
as finance expense and gains related to CEJ Fund. Furthermore, deferred tax expense associated with thisvaluation of ¥641 million was posted as an income tax expense and ¥23 million as third-party interest in
CEJ Fund, the impact of the calculation of the fair value towards the quarterly profit was ¥630 million.

2. Status of capital investments

Capital investments made in the consolidated fiscal year under review were ¥451 million in total. This mostly
came from the construction costs of Cybernics Innovation Base Building A at the Tonomachi International
Strategic Center (King Sky Front) in Kawasaki City, Kanagawa Prefecture.

3. Status of financing

During the consolidated fiscal year under review, there was no particular items to report on “financing,”“transfer of business, absorption-type demerger or incorporation-type demerger,” “acquisition of thebusiness of another company,” or “succession of rights and obligations related to the business of anothercorporation through absorption-type merger or absorption-type demerger.”

4. Acquisition/disposal of other companies’ equity

In March 2023, the Group acquired shares of Lyline GmbH and made it a consolidated subsidiary.

5. Issues to be addressed

To accelerate the creation of the “Cybernics Industry”, the Group is simultaneously conducting research,
product development, business promotion, and business collaboration. The Group considers the following
matters as the issues to be addressed.
Initiatives towards post COVID era
In midst of paradigm-shifting changes in people’s behaviors and lifestyles from the effect of COVID, theGroup considers its Cybernics Technology to be a helpful solution for social issues in the post-COVID
era. For example, the Group introduced Cybernics Devices to remotely support medical facilities currently
faced with a high risk of infection. The Group also started a service for individuals that enables them to use
HAL at home. The service is helping people to prevent frailty and locomotion in these difficult times where
people are forced to stay at home to avoid the infection. The Group also developed a robot equipped withthe world’s most advanced autonomous driving technology to sterilize and disinfects airports, rail stations
and other important transportation infrastructure on its own. The Group will continue to utilize its Cybernics
Technologies to accelerate the realization of Society 5.0/5.1, in which “Human” and “Cyber-PhysicalSpace” are fused together.
13

R&D activities to create innovative technologies and new industries
The Group continues to research and develop various Cybernics Technologies based on IoH/IoT (Internetof Humans and Things), AI Robot, AI information and fusion of HCPS.
The Group’s business has a unique advantage in its ability to access and integrate information inside thehuman body (such as Brain-nerve and vital systems) and information outside the human body (such as
behavioral, life, and environmental). The information obtained is connected to a supercomputer for analysis
and AI Processing. The Group will continue to conduct research and development of Cybernics Systems
through collaboration with domestic and overseas universities, research institutes, medical institutions,
government agencies, and companies. The Group will also continue to architect an integrated Cybernics
System to accumulate, analyze, and AI process IoH/IoT Big Data obtained from Cybernics Systems.
Promoting clinical trials related to Cybernics Treatment
The Group works to establish Cybernics Treatment, which is a treatment that promotes the functional
improvement and regeneration of the brain, nerve, and muscular systems using HAL, as a global standard
treatment through various clinical trials to evaluate the efficacy and safety. In Japan, HAL for Medical Use
Lower Limb Type was approved as a new medical device for eight neuromuscular diseases in November
2015. High efficacy and safety towards those diseases were confirmed in post-marketing performance tests
which lasted for 5 years until November 2020. Furthermore, based on the results of an investigator-initiatedclinical trial for HTLV-1-related myelopathy (HAM) and other spastic paraplegia, authorities expanded
the approval to those diseases. Regarding stroke, Compared to 2014-2015, when the HIT2016 study wasplanned for Medical HAL Lower Limb Type, the practice conditions surrounding acute stroke treatment
and recovery rehabilitation changed significantly. To capture the latest patient profile and clinical needs,
additional studies (clinical trials) are being considered. In addition investigator initiated clinical trial for
cerebral palsy started on January 2022. The Group will continue to conduct various clinical trials working
closely with major medical institutions in Japan and overseas to expand the range of applicable diseases andobtain medical device approvals for other types of HAL such as HAL Single Joint Type and HAL Lumbar
Type.
Obtaining medical devices approval from each countries and region
The Group must obtain approvals and clearance from regulators in each country to promote HAL on a
global scale. The Group received 510k clearance on HAL for Medical Use Lower Limb Type from the U.S.
FDA. Now HAL can be used for treatment of stroke and neuromuscular diseases in addition to spinal cord
injuries that were cleared in 2017. The Group is making progress on the medical application in the Asia
Pacific. The Group received medical device approval for a wide range of diseases in Malaysia, Thailand,
Indonesia, Singapore, and Australia since October 2019 and for spinal cord injury in Taiwan. HAL for
Medical Use Single Joint Type was also certified as a medical device in October 2019 for EU by TÜV
Rheinland, a third-party certification organization, followed by approvals in the United States and APAC
countries (Thailand, Indonesia, Australia, etc.) for this device. To deliver innovative Cybernics Treatment
to those in need, the Group will continue to utilize promote global development while leveraging its clinicalachievements which led to successful legistration in Japan, the U.S., and Europe, which are the world
leaders in regulatory frameworks.

14

Obtaining insurance coverage for Cybernics Treatment in each countries
The Group must work to obtain public and private insurance to promote HAL on a global scale. In Japan,
public health insurance started to cover eight neuromuscular diseases treatment with HAL for Medical
Use Lower Limb Type in September 2016. In the April 2022 revision of medical fees, following a
proposal from a related medical society (the Japanese Society of Neurotherapeutics) to evaluate medical
technology, hospitals subject to the DPC payment system can now claim their insurance points when HAL
is used, and the granted insurance points were increased as a result of the proposal. At the same time, theGroup coordinates with private insurance companies such as Daido Life Insurance, AIG Insurance, andSompo Japan. In the U.S., the Group collaborates with partner medical institutions to obtain insurance
coverages from private insurers. In Germany, the treatment of HAL is listed in the public workers’
compensation insurance and the entire treatment cost in applicable cases. The Group is working on
getting it listed in the public health insurance in major countries. In Germany, the public health insurance
authority has announced to conduct a clinical trial for spinal cord injury based on public health insurance
coverage, and currently preparation towards this trial is underway. Furthermore, couple of major European
private insurers cover the HAL treatment towards spinal cord injury patients in Germany and Poland. The
Group continues to hold discussions with private insurance companies to expand the coverage to otherdiseases.
Strengthen services for individuals to support their independence
Japan is considered to be a hyper-aging society. According to the numbers on October 1, 2021, approximately
3,621 million people are over 65 years old (28.9% of the total population)*1. Also, according to the figures
at the end of the fiscal year 2019, approximately 655.8 million people requires nursing care*1. Both of the
figures mentioned above are increasing every year. The Group develops various products to reduce the levelof care needed by the elderly and preventing frailty caused by the decline in physical functions due to aging.
Examples include HAL Lower Limb Type to promote the improvement of walking function. HAL Single
Joint Type for intensive training of joint movements. And HAL Lumbar Type to boost the capability of the
body trunk and lower limb. Such products are utilized at Robocare Centers for Neuro HALFIT Program
designed to improve the function of the brain-nerve-muscular system. The Group is increasing the numberof centers available to improve accessibility. The Group also launched Neuro HALFIT at Home in April
2020. The Group will continue to enhance both services to enhance the individual customers degree of
independence and prevent their need for nursing care.
Reinforcing the structure to accelerate the business and fostering personnels

15

The Group needs to strengthen its management, sales, R&D, and production systems to promote the creationof a Cybernics Industry and develop human resources that will drive the Group’s business in the future.
The Group requires its employees to have the ability to think in an exit-oriented manner, adaptability, andflexibility without being limited to their own area of responsibility. The Group also requires its employees tobecome experts in a different field if necessary to achieve the goal. To prepare for the next phase of business,
the Group will work to maintain and reinforce a strong team by accumulating human resources of diverse
expertise. The Group works to structure its organization so that employees can actively participate in theentire process from R&D to social implementation on a global basis from a cross-functional, company-wide
perspective.
Sources*1. The Cabinet Office of Japan, “Year 2022 White Paper on Aging Society”

6. Status of assets and income
Status of assets and income of the Group (International Financial Reporting Standards : IFRS)Fiscal Year 2019

Division

Fiscal Year 2020

Fiscal Year 2021

Fiscal Year 2022

(April 1, 2019 to March 31, 2020)(April 1, 2020 to March 31, 2021)(April 1, 2021 to March 31, 2022)(April 1, 2022 to March 31, 2023)

Revenue(Millions of Yen)

1,792

1,875

2,150

3,289

Loss attributable toowners of parent(Millions of Yen)

(152)

(59)

(492)

(298)

Net loss per share(Yen)(0.71)(0.27)(2.29)(1.39)(Millions of Yen)

47,808

48,11949,45950,187(Millions of Yen)

44,26843,77643,41942,101(Yen)

205.71203.39201.74

199.32

Total assets
Equity attributable toowners of parent
Equity attributable toowners of parent per share

7. Status of the parent and notable subsidiaries (as of March 31, 2023)① Parent
There are no items to report.
② Subsidiaries
Ownership ofvoting rights (%)

Major business lines€25,000

100.0%

Management and acceleration of business development effort in Europe, and business
related to Cybernics Treatment services with HAL

CYBERDYNE USA Inc.

US$ 14,100,000

100.0%

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

RISE Healthcare Group, Inc.

US$ 990,748

80.0%*

Supervision and management of medical institution (outpatient PT clinic)

MYR 1,000,000

100.0%

Acceleration of the Company business in the Asia Pacific€56,250

63.6%

Management, development, manufacturing, human resource training related to
PETRONAS MIE Racing Honda Team

Name

Capital(Outside of Japan)
Cyberdyne Care Robotics GmbHCYBERDYNE Malaysia SDN. BHD.
LeyLine GmbH
(Within Japan)
Suzuka RoboCare Center Co., Ltd.

¥3 Million

100.0%

Training service with HAL

Shonan RoboCare Center Co., Ltd.

¥3 Million

100.0%

Training service with HAL

Oita RoboCare Center Co., Ltd.

¥3 Million

100.0%

Training service with HAL

C2, Inc.

¥10 Million

100.0%Development/management of smartphone app "JUKUSUI"CEJ Capital, Inc.

¥45 Million

60.0%Management and operation of Cybernics Excellence Japan Fund 1 Investment
Limited Partnership¥7,920 Million

60.0%*

Investment fund-related businesses aimed at creating the Cybernics Industry

Cybernic Excellence Japan Fund 1
Investment Limited Partnership(Note) 1. Figures marked with an asterisk (*) in the ownership of voting rights include indirect holdings

16

8. Main offices and factories (as of March 31, 2023)
Division

The Company

Name

Location

Head Quarters

Tsukuba, Ibaraki, Japan

Tsukuba Robocare Center

Tsukuba, Ibaraki, JapanCYBERNICS MEDICAL INNOVATION BASE-A

Kawasaki, Kanagawa, Japan

Next-generation multipurpose robotized production facility (Fukushima Office)

Koriyama, Fukushima, Japan

Cyberdyne Care Robotics GmbH

Bochum, North Rhine-Westphalia, Germany

CYBERDYNE USA Inc.

California, USA

RISE Healthcare Group, Inc.

California, USA

CYBERDYNE MALAYSIA SDN. BHD.

Kuala Lumpur, Malaysia

Subsidiaries (Outside Japan) Shonan RoboCare Center Co., Ltd.
(Within Japan)
Nagoya RoboCare Center Hisaya

Fujisawa, Kanagawa, Japan
Nagoya, Aichi, Japan

Suzuka RoboCare Center Co., Ltd.

Suzuka, Mie, Japan

Oita RoboCare Center Co., Ltd.

Beppu, Oita, Japan

C2, Inc.

Bunkyo-ku, Tokyo, Japan

CEJ Capital, Inc.

Tsukuba, Ibaraki, Japan

Cybernic Excellence Japan Fund 1 Investment Limited Partnership

Shibuya, Tokyo, Japan

9. Status of employees① Status of employees in the Group (as of March 31, 2023)
Number of employees

Change from previous fiscal year

257 members(55 members)

Increase of 56 member(Increase of 8 members)(Notes) 1.The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the number of Membersof the Board of Directors that also hold positions as Company employees or dispatch workers sent from a temp agency.
2. The number of contract employees is stated in the brackets (). This number includes part-time workers but excludes those who work in the Group as
second jobs.
3. Since the Group is involved in a single segment of business related to robots. As such, information on employees in each segment is omitted.

② Status of employees in the Company
Number of employees

Change from previous fiscal year

Average age

Change from previous fiscal year

82 members(37 members)

Decrease of 2 member(Decrease of 3 members)

43.7 years old

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

17

2 Matters regarding the Company shares

1. Status of shares (as of March 31, 2023)
Class

Total number of authorized shares

Total number of shares issued

Number of shareholders

Common Share

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

137,445,809 shares

79,421 shareholders

77,700,000 shares

3 shareholders

Class B Share

2. Major shareholders (as of March 31, 2023)
Name of shareholder

Number of shares held (shares)

Shareholding ratio (%)

Yoshiyuki Sankai

Common ShareClass B Share

3,042,000
77,696,000

38.24

Daiwa House Industries Co., Ltd.

Common Share

26,000,000

12.31

THE BANK OF NEW YORK MELLON SA/NV 10

Common Share

1,826,400

0.86

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

Common Share

1,690,000

0.80

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

Common Share

1,531,600

0.72

Ueda Yagi Securities Co., Ltd.

Common Share

913,400

0.43

Mikio Yano

Common Share

740,100

0.35

Custody Bank of Japan, Ltd. (Investment Trust Account)

Common Share

678,500

0.32

Daido Life Insurance Company

Common Share

500,000

0.23

Hidenori Ishii

Common Share459,300

0.21(Notes) 1. The Company owns 4,011,673 Common Shares as treasury stock. However, this was excluded from the list of Major Shareholders
2. The treasury stock was excluded from the calculation of the shareholding ratio18

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

1. Status of Directors and Audit and Supervisory Board Members (as of March 31, 2023)
Title

Name

President and CEO

Yoshiyuki Sankai

Director

Shinji Uga

Director

Yoshihiro Yasunaga

Director

Hikari Imai

Director

Akira Matsumura

Director

Kenji Suzuki

Full-time
Audit and Supervisory Board Member

Kazuaki Tanaka

Role at CYBERDYNE and other important positions held outside the Company
Head of Research and Development Department at CYBERDYNE
Professor of Faculty of Engineering, Information and Systems University of Tsukuba
Executive Research Director of the Center for Cybernic Research, University of Tsukuba
Director of R&D Center for Frontiers of MIRAI in Policy and Technology, University of Tsukuba
Director of CYBERDYNE USA Inc.
Director of Cyberdyne Care Robotics GmbH
Head of Corporate Department at CYBERDYNE
Director of Cyberdyne Care Robotics GmbH
President and CEO of CEJ Capital, Inc.
Director of CYBERDYNE MALAYSIA SDN. BHD.
Head of Sales Department at CYBERDYNE
Director of CYBERDYNE USA Inc.
Director of CYBERDYNE MALAYSIA SDN. BHD.
Outside Director of PACIFIC METALS CO., LTD.
Outside Director of GPSS Holdings Inc.
Chairman of the Keiaikai Medical Foundation
Outside Director of the FUJISOFT INCORPORATE
President of Ibaraki Prefectural University of Health Sciences
Hospital Board Trustee of Kennan Hospital
Co-Representative Director of Artron
Vice President, International Society for Neutron Capture Therapy
Professor of Faculty of Engineering, Information and Systems University of Tsukuba
Director of Center for Cybernics Research, University of Tsukuba
President and CEO of PLIMES Inc.
Advisor of Tsukuba City on Smart City/Super City—

Audit and Supervisory Board Member

Yutaka Fujitani—

Audit and Supervisory Board Member

Cees Vellekoop

Outside Director of Ashibiya Honpo K.K.

Audit and Supervisory Board Member

Kenichiro Okamura

Representative Director of Kaede Accounting Advisory Inc.
Kaede Tax Corporation Representative Partner
Outside Auditor of SG Holdings Co., Ltd.
Outside Director of Kanematsu Sustech Corporation (Audit Committee)
Auditor of United Urban Investment Corporation(Note) 1. Hikari Imai, Akira Matsumura and Kenji Suzuki are Outside Directors.
2. Kazuaki Tanaka, Yutaka Fujitani, Cees Vellekoop, and Kenichiro Okamura are Outside Audit and Supervisory Board Members.
3. Yutaka Fujitani have many years of business experience in financial institutions. The Company regards them to have considerable knowledge of financeand accounting.
4. K enichiro Okamura is a certified public accountant in both Japan and in the U.S. The Company regards him to have considerable knowledge of financeand accounting.
5. According to the Tokyo Stock Exchange regulations, the Company has designated Hikari Imai, Akira Matsumura, Kenji Suzuki, Kazuaki Tanaka,
Yutaka Fujitani, and Kenichiro Okamura as independent officers. The Company has notified the Exchange of the designation mentioned above.
6. Important positions of the officers held outside of the Company are stated in the table above. There is no special relationship between the Company andthe companies where they hold concurrent positions.
7. Yuzo Toda past away on December 27th, 2022 and resigned from the position of Outside Director19

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

Total amount of remuneration(Millions of yen)

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

53
(9)
16
(16)
69
(25)

Total amount by each types of remuneration (Millions of yen)Non-monetary
Basic
Performance based
Remuneration
Remuneration
Remuneration
—
—
53
(9)
(—)
(—)
16
—
—
(16)
(—)
(—)
69
—
—
(25)
(—)
(—)

Number of eligible
officers (person)
8
(4)
4
(4)
12
(8)

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

20

③ Policy for determining the remuneration for Directors and Audit and Supervisory Board Members
The Company's Board of Directors resolved on a policy concerning determining the remunerationof each Director at a meeting held on July 24, 2021. The Company consulted with the Remuneration
Committee regarding the proposal before the resolution.
The Board of Directors also confirmed that operation concerning remuneration was carried out
according to the resolution at the Board Meeting and correctly reflected the opinions from theRemuneration Committee.
The policy on the remuneration for each individual Director was resolved as follows.
a. Policy regarding basic remuneration
The Directors, excluding Outside Directors, will receive a fixed amount of basic remuneration,
taking into consideration the scale and responsibility of the duties of each Director.
b. Policy regarding performance-linked remuneration
The Group introduced performance-linked remuneration for its executive directors with the aimof continuously increasing corporate value by motivating them to imporove their performance.
However this system will only come into effect if the company become profitable. Also,from the viewpoint of their role and independence, outside Directors shall only receive basic
remuneration.The consolidated profit or the consolidated operated profit will be used as the index
for performance-linked remuneration. If the Group records consolidated profit, 20% of the basic
remuneration will be added. Likewise, if the Group records consolidated operating profit, 50% will
be added on.

21

5. Activities of Outside Officers during the fiscal year under review
Attendance, remarks, and summary of duties performed
concerning the roles expected of Outside Officers
Imai attended all 12 Meetings of the Board of Directors held during the fiscal year underreview. He proactively expressed his opinions based on his career in corporate management
Hikari Imaiat the Board of Directors Meeting. He fulfilled his duty to ensure appropriate and sounddecision-making by providing supervision and advice, especially on capital markets andM&A.
During the fiscal year under review Toda attended all 7 out of 9 Meetings of the Board of
Directors held before he past away on December 27th, 2022. He proactively expressed his
Yuzo Toda
opinions based on his career in healthcare business at the Board of Directors Meeting. He
fulfilled his duty to ensure appropriate and sound decision-making by providing supervision
and advice, especially on development of global health business and new businesses.
Matsumura attended all 12 Meetings of the Board of Directors during the fiscal year underreview. He proactively expressed his opinions based on his career as a doctor at the Board
Akira
of Directors Meeting. He fulfilled his duty to ensure appropriate and sound decision-making
Matsumuraby providing supervision and advice, especially on management strategy and investment
judgment in the medical business.
Suzuki attended all 12 Meetings of the Board of Directors during the fiscal year underreview. He proactively expressed his opinions based on his career as a professional in
Kenji Suzuki
the research of Cybernics and person in charge of smart cities/super cities at the Board of
Directors Meeting. He fulfilled his duty to ensure appropriate and sound decision-making by
providing supervision and advice, especially on global dissemination of Cybernics.
Audit andTanaka attended all 12 Meetings of the Board of Directors and all 15 Meetings of the Audit
Supervisory
and Supervisory Board held during the fiscal year under review. He made statements to
Board
Kazuaki Tanaka ensure the appropriate decision-making based on his experience gained through his service
Memberas the management of major general trading company. He also made necessary statements
at the Meetings of the Audit and Supervisory Board.
Fujitani attended all 12 Meetings of the Board of Directors and all 15 Meetings of the
Audit and Supervisory Board held during the fiscal year under review. He made statements
Yutaka Fujitani to ensure the appropriate decision-making based on his experience gained at financial
institutions and audit corporations. He also made necessary statements at the Meetings of
the Audit and Supervisory Board.
Vellekoop attended all 12 Meetings of the Board of Directors and all 15 Meetings of the
Audit and Supervisory Board held during the fiscal year under review. He made statements
Cees Vellekoop to ensure the appropriate decision-making based on his experience gained through his career
as a lawyer. He also made necessary statements at the Meetings of the Audit and Supervisory
Board.
Okamura attended all 12 meetings of the Board of Directors and all 15 Meetings of the
Audit and Supervisory Board held during the fiscal year under review. He made statements
Kenichiro
to ensure the appropriate decision-making based on his experience gained through his
Okamuracareer as a certified public accountant. He also made necessary statements at the Meetingsof the Audit and Supervisory Board.
Title

Name

22

Consolidated financial statements

Consolidated statement of financial position (as of March 31, 2023)
Items

Amount

Items

AssetsCurrent liabilities

Cash and cash equivalents

7,801

Trade and other receivables

540
9,507

Inventories

991

Other current assets

308

Total current assets

19,147

Non-current assets
Operating lease assets
Property, plant and equipment
Right of use asset
Goodwill

AmountLiabilities

Current assets

Other financial assets

Unit : Millions of yen

Trade and other payables

690

Bonds and borrowings

89

Lease liabilities

147

Other current liabilities

365

Total current liabilities

1,291

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

21
4,792

Lease liabilities

412

Provisions

96

Deferred tax liaibilites

1,577

Other non-current liabilities

14

Total non-current liabilities

6,913

Total liabilities

8,204

430

Equity13,406

Share capital

10

546

Capital surplus

42,877

2,531

Treasury shares(1,188)Intangible assets

80

Other components of equity(979)

Investments accounted for using
equity method

240

Retained earnings

1,381

Other financial assets

13,641

Total equity attributable toowners of the parent

42,101Other non-current assets

166

Non-controlling interests(118)

Total non-current assets

31,040Total equity

41,983

Total assets

50,187

Total liabilities and equity

50,187

Rounded down to the closest millions of yen

23

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, 2022 to March 31, 2023)
Items

Unit : Millions of yen
AmountRevenue

3,289

Cost of sales(1,498)Gross profit

1,791

Selling, general and administrative expenses
Research and development expenses
Other selling, general and administrative expenses
Total selling, general and administrative expenses(735)(2,406)(3,140)

Other income

212

Other expenses(8)

Operating profit (loss)(1,145)

Finance income

1,312

Finance costs(193)

Gains related to CEJ Fund

274

Share of profit (loss) of investments accounted for using equity method(195)

Profit (loss) before tax

53

Income tax expense(446)

Profit (loss)(393)

Profit (loss) attributable to
Owners of parent(298)

Non-controlling interests(95)

Profit (loss)(393)

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.

24

Non-consolidated financial statements
Non-consolidated balance sheet (as of March 31, 2023)
Items
AssetsI Current assets
Cash and cash equivalents
Accounts receivable-trade
Securities
Merchandise and finished goods
Work in process
Raw materials
Accounts receivable-other
Other
Allowances for doubtful accounts
Total current assets

I Current liabilities
6,419
387
9,500
224
20
738
54
140
(4)
17,478II Non-current assets
Property, plant and equipment
Buildings, net
Structures, net
Machinery & equipment, net
Vehicles & delivery equipment, net

2,624
65
1
4

Tools, furniture & fixtures, net

217

Rental assets, net
LandConstruction in progress
Total property, plant and equipment
Intangible assets
Patents
Software
Other
Total intangible assets
Investments and other assets
Bonds of affiliated companies
Investment securities
Shares of affiliated companies
Investments in capitals ofsubsidiaries and associates
Long-term prepaid expenses
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

25

Amount

426
9,872
460
13,670

Unit : Millions of yen

Items
Liabilities

AmountAccounts payable- trade26

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

421
14
80
5
347
893

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

106
83
14
203
1,096

I Shareholders' equity

53
4,298
3,167

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

1,947

II Valuation & Translation Adjustments

47
939
(91)
10,362
24,053
41,531

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

195
195

III Stock Acquisition Rights

19

0
16
5
21

Rounded down to the closest millions of yen

Total net assets
Total liabilities and equity

10
26,714
16,413
43,1280(1,728)(1,728)(1,188)40,22240,43541,531This 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, 2022 to March 31, 2023)
Items
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit (loss)

Unit : Millions of yen
Amount
1,715
465
1,250
2,076
(826)

Non-operating income
Interest income

31

Subsidy income

9Consigned research income

45

Outsourcing service fee

166

Other

108

Total non-operating income

359

Non-operating expenses
Loss on investments in capital

72

Other

6

Total non-operating expenses
Ordinary profit (loss)*

79
(545)

Extraordinary income
Proceeds from sale of investment securities

371

Total extraordinary Income

371

Extraordinary loss
Loss on valuation of investment securities

165

Loss on valuation of share and investments in capital of subsidiaries
and affiliates

252

Total extraordinary loss

416

Profit (loss) before provision of income tax(591)

Income taxes - current

5

Income taxes - deferred(1)

Total income taxes

4

Net profit (loss)(595)

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

Audit report by Audit and Supervisory Board
Audit Report
The Audit and Supervisory Board Members reported the method of audit and the result concerning the performance of Directors during
the 19th business year (from April 1, 2022, to March 31, 2023). The board prepared this Audit Report after deliberation.
1. Method of audits by the Audit and Supervisory Board and each of its members and its scope(1) The Audit and Supervisory Board established the audit policies and determined its assignment of duties. Each Audit andSupervisory Board Member then reported its status and audit results. The Audit and Supervisory Board also received reports from
Directors and Accounting Auditors regarding their business execution and requested an explanation as necessary.
(2) Based on the Auditing Standards established by the Audit and Supervisory Board, audit policies, and assignment of duties, each
Audit and Supervisory Board Members gathered information and prepared a necessary environment for their work. This wasdone by communicating with Directors, the Internal Audit Office, and other employees directly or via the internet. The Audit andSupervisory conducted audits using the following methods.

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

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

27

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

② We acknowledge that no misconduct or material fact constituting a violation of any law or regulation or the Articles ofIncorporation of the Company was found concerning business execution of the Directors.
③
We acknowledge that the Board of Directors' resolutions concerning the internal control systems were appropriate.
We did not find a need to correct the descriptions of the internal control statement in the business report or the Directors'
business execution.
(2) Results of audit on consolidated financial statements
 e acknowledge that the methods and results of the audit performed by the Accounting Auditor, Deloitte Touche Tohmatsu
W
LLC, were appropriate.
(3) Results of audit on non-consolidated financial statements and the annexed specifications
 e acknowledge that the methods and results of the audit performed by the Accounting Auditor, Deloitte Touche Tohmatsu
W
LLC, were appropriate.
May 24, 2023

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

Kazuaki Tanaka

Seal

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

28

Guide map to the venue of the Ordinary General Meeting of Shareholders
Chuo park

Nishi-odori

Tsukuba Express
Tsukuba Station

Higashi-odori

To Shimotsuma

A3 Exit

To Mt. Tsukuba

Chuo-dori

A4 ExitHotel Nikko Tsukuba

Tsukuba Center (bus station)
BiVi Tsukuba
Nova Hall

Gakuen-nishi

Joyo Bank

Post office
Gakuen-higashi

Tsuchiura Gakuen Sen
Oshimizu
park

Mitsui bld

Tsukuba Bank

Days
Town

North Parking

South Parking

South 4 Parking

Takezonopark

Hotel JAL City Tsukuba

Tsukuba Capio

To Tsuchiura

Date 13:00, June 22 (Thu), 2023
Venue Tsukuba International Congress Center
Leo Esaki Main Hall
2-20-3, Takezono, Tsukuba, Ibaraki

KasumiTsukuba International
Congress Center

Minami Odori Nishi

Minami Odori Higashi

Minami Odori

Pedestrian deck

Tsuchiura Noda Sen

Sakura Tsuchira IC
SasagiTo Ushiku

To Arakawaoki

Access
By train
Tsukuba Express (Tsukuba Station)
walk 10 min from the A3 Exit
By Highway Bus"Tsukuba Go Bus" Yaesu South exit [Tokyo Station]
walk 10 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
3. Turn left at the crossing (Minami Odori Higashi)
4. Turn right at the second street light. The building you will see on the right is the Tsukuba International Congress
Center*Please use the pay parking nearby (CYBERDYNE is unable to provide any discount for the parking)