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

14th
Ordinary General
Meeting of
Shareholders
Date

11 am (Reception starts from 10 am)
Friday, June 22, 2018
Venue
NOVA HALL
1-10-1 Azuma, Tsukuba, Ibaraki, Japan(Please refer to the map on the end page.)

Table of contents
Notice of the 14th Ordinary General Meeting of Shareholders

1

Business report

3

Consolidated financial statemetnts

18

Non-consolidated financial statemetnts

20

CYBERDYNE, INC.
This document has been translated from the Japanese original forreference purposes only. In the event of any discrepancy between thistranslated document and the Japanese original, the original shall prevail.
The Japanese original were audited by Deloitte Touche Tohmatsu
LLC.

Yoshiyuki Sankai
President and CEOCYBERDYNE, INC.
2-2-1 Gakuen-minami,
Tsukuba, Ibaraki, Japan

Notice of 14th Ordinary General 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 14th Ordinary General Meeting of CYBERDYNE, INC. (the "Company"), which
will be held as detailed below.

1

Date

11am (Reception starts from 10 am) Friday, June 22, 2018

Venue

NOVA HALL, 1-10-1, Azuma, Tsukuba, Ibraki

Agenda＜Matters to be reported＞(Please refer to the map on the end page)

The Business report, non- consolidated financial statements, consolidated financial
statements and audit reports on the consolidated financial statements by the Independent
Auditors (certified public accountants) and Audit and Supervisory Board for the 14th
fiscal year ended March 31, 2018.

【Disclosure via the internet】
I．Among the documents and matters to be included in this Notice of the 14th 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 14th Ordinary General Meeting of Shareholders" of the Company's website (see below), pursuant to theprovisions of laws, regulations and Article 22 of CYBERDYNE's Article of Incorporation. Therefore, they are notincluded 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 Company's business report, the consolidated financial statements and non-consolidated financial statements which
the Audit and Supervisory Members audited, therefore were separately exhibited in this Notice and Items 1.,2., and 3.
stated above were exhibited in the Internet disclosure related to the Notice of the 14th 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.

http://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 bringthis invitation to serve as the program for the meeting.

2

Business Report (from April 1, 2017 to March 31, 2018)(Attached documents)

All forward-looking statements included in this explanation were determined reasonable by CYBERDYNE, INC. (“the Company”) and its
group companies (with the Company, collectively referred to as “the Group”) based on currently available information for the
consolidated fiscal year ended March 31, 2018 and certain assumption made by the Group.

I Current status of the Group

1. Process and outcome of the business
The Group continues to research, develop and socially implement Cybernic Technology* (See below) that combines and fuses people, robots andinformation in the medical, nursing-care and living support (at home and in work environments) fields.
*“Cybernics” (adjective: Cybernic) is a new academic field that is centered around cybernetics, mechatronics and informatics fused/combinedwith various other fields including brain/neuroscience, robotics, biology, behavioral science, psychology, law, ethics, and business administration.
Cybernics is championed by Yoshiyuki Sankai, a professor at the University of Tsukuba in Japan. Cybernic Technology means a practicalapplication of Cybernics to technology.
Cybernics connects humans, robots and information functionally and establishes physical, informative and biological interaction. Utilizing
Cybernics, the Group pursues to sophisticate existing Society 5.0, that is, a super smart society where a cyberspace (virtual world) and a physicalspace (real world) are fused, into Society 5.0/5.1 where "humans" is centered and combined to a cyber-physical space of Society 5.0.

Major business lines of the Group (As of March 31, 2018)
The major business lines of the Group are as follows.
● Business related to R&D, manufacture, and sales of Cybernic System and so on for medical and welfare industry● Business related to R&D, manufacture and sales of Cybernic System and so on for living support fields (at home and in work environments)● Business related to treatment services for functional improvement using Cybernic System● Business related to training using Cybernic System

Medical fields
The Group continued business promotion of HAL for Medical Use Lower Limb Type (“Medical HAL”)
Double-Leg Model, which is designed as a device to improve ambulation. In Japan, Medical HAL is used mainly for treatment of intractableneuromuscular diseases, which is now covered by public health insurance. The device is promoted to hospitals that would become the “base”
hospitals for the treatment with the device in Japan. In line with this promotion, an investigator initiated clinical trial on the use of Medical HAL
Single-Leg Model for stroke patients, which commenced in September 2016, is in process.
In Europe, the Group already acquired medical device certification for Medical HAL for a wider range of diseases such as stroke, spinal cord
injury and intractable neuromuscular diseases etc. The Group has been providing the medical treatment service with the device covered by public
workers compensation insurance in Germany.

3

The Group is taking procedures to obtain public health insurance coverage in the country. Furthermore, a private insurer started providing
insurance coverage for the treatment with Medical HAL in Poland in July 2017.
In the United States, the Group obtained marketing clearance from U.S. Food and Drug Administration ("FDA") in December 2017. Upon thisclearance, the following points were reflected.
- The Indication for Use: Medical HAL is a gait training device intended to temporarily improve ambulation upon completion of the HAL gait
training intervention.
Note 1: Other devices in the category are intended to enable individuals to perform ambulatory functions while it is worn.
Note 2: Long term use of over 12 weeks (60 treatment sessions) has not been clinically tested and therefore the term "temporarily" is used.
- The therapeutic effects: The results of HAL gait training intervention suggest a statistically significant improvement in the gait related outcome
measures collected without wearing HAL, and clinical significance was acknowledged.
Following this announcement of the FDA marketing clearance, the Company set up a joint venture, CYBERDYNE & BROOKES, Inc., with
Brooks Rehabilitation, which is known as one of the busiest rehabilitation hospital groups in the U.S. The Group created Cybernic Treatment
Center in Jacksonville, Florida in March 2018, to provide the treatment service with Medical HAL. The Group regards this as its first step todisseminate the treatment services with Medical HAL in the U.S., which is the largest medical device market in the world.
In another region, the Group obtained medical device approval for manufacturing and marketing of Medical HAL from The Saudi Foodand Drug Authority in August 2017. Treatment with Medical HAL commenced in Abdul Latif Jameel Hospital, which is a hospital owned by
the Company’s business partner Abdul Latif Jameel Group.
As of the end of March 2018, 257 units of Medical HAL were in operation in Japan and foreign countries including those used for clinicalresearches. Out of the aforementioned number, 68 units were rented out in Japan.
With regards to the light-weighted and compact HAL for Well-being Single Joint Type, 234 units were in operation as of the end of March 2018
and most of the units are used in the hospitals for clinical researches. HAL for Well-being Single-Join Type is a device designed to be applied on
the knee or the elbow, a proposal on an investigator-initiated clinical trial towards a treatment with the device for acute stage stroke led by Kyoto
University Hospital as the representative research and development institution was adopted by Japan Agency for Medical Research andDevelopment (“AMED”) for its solicited project in October 2017. Once this clinical trial is complete, the Group will go through necessary steps to
obtain a medical device approval for this device. For Vital Sensor, which is a palm-size device for monitoring indices of arteriosclerosis andelectrocardiogram, the Group completed making arrangements with the Pharmaceuticals and Medical Devices Agency about the necessary
procedures to obtain a medical device approval and entered into the final phase of preparing necessary documents.

Welfare field
In the field of welfare, HAL for Well-being Lower Limb Type was introduced as the successor model of HAL for Living Support Lower
Limb Type in April 2018. These devices are designed for chronic stage patients with disability in their lower limbs or the users withweakened lower limb functions. HAL for Well-being induces the improvement in the lower limb function. As of the end of March 2018,398 units of HAL for Well-being Lower Limb Type and HAL for Living Support Lower Limb Type were in operation. The Group also
started to market its new product, HAL Lumbar Type for Well-being in October 2017. This product is capable of inducing the maintenanceand improvement of the weakened bodily functions of a care receiver in the core and lower body. Quality of his/her life will improve withthis product, as it would enable him/her to stand and sit without the help of caregivers. It will also greatly reduce the physical burden of the
caregivers. 51 units of HAL Lumbar Type Well-being were in operation as of the end of March 2018.

4

Furthermore, in January 2018, the Group announced to commence selling of Cyin™ for Living Support (“Cyin”). Cyin applied thetechnology of HAL to allow patients with difficulties in verbal communication or physical movement due to disease etc., to transmit theirintention and operate other communication and environmental control devices, such as a nurse call button. The Group delivered Cyin to 11
patients’ associations/support associations of patients (as a donation from Daido Life Insurance Company) who helped the clinical researchof Cyin and HAL Systems. The Group is currently making preparation for selling devices in the general market. The Group will develop
Cyin even more, so that it could be used by more patients with difficulties in verbal communication or physical movement due to diseases,
etc. The Group also plans to evolve the technology of Cyin as a highly sophisticated sensing device that can analyze and process vital
information such as bio-electrical signals.
Regarding HAL Lumbar Type for Care Support that reduces the load on the lower back of caregivers and would result in improvement of
the work environment at care facilities that suffer from high turnover rates, 796 units were in operation as of the end of March 2018. The
Ministry of Health, Labor and Welfare of Japan added a category "Wearable-Transferring Aid devices", within which HAL Lumbar Typefor Care Support falls into a list of eligible products to its subsidy program to secure human resources in care facilities. The Company
anticipates an increase in the operating number of HAL Lumbar Type for Care Support.

Living support field (at home and in work environments)
In the field of living support, the Group focuses its development on labor support. HAL Lumbar Type for Labor Support is utilized toreduce the load on the lower back of workers and improve the work environment in order to maintain the labor force in distribution
warehouses, construction sites and factories of various types, which suffer from serious shortage of labor force as a result of an aging
population and declining birthrate. The new model (LB03) that was announced in November 2017 is expected to significantly multiply
the usage scenes of HAL Lumbar Type for Labor Support. This new model with waterproof and dust proof functions will allow the
product to be used in various situations such as rainy or dusty outdoor construction sites and humid indoor sites. Since the end of
December 2017, the operating units of HAL Lumbar Type for Labor Support increased 88 units to 372 units as of the end of March 2018,
following the events such as adoption of 30 units by Daiwa House Industry Co., Ltd.
Furthermore, the Group completed the development of the improved new model of the Cleaning Robot (CL02) in March 2018. The
Cleaning Robot can flexibly clean buildings with wide cleaning areas or complex shapes utilizing cutting-edge technology. As such, theGroup anticipates implementation of Cleaning Robots to various large-scale facilities such as commercial buildings, office buildings andairports. In March 2018, the Group delivered the new Cleaning Robot to Diversity Tokyo Plaza, a shopping center operated by Mitsui
Fudosan Co., Ltd. The Group also announced to work together with Sumitomo Corporation on automation and streamlining of officebuildings. The Group and Sumitomo Corporation will implement the Cleaning Robots to office buildings that is operated by the
Sumitomo Corporation Group. 27 units of Cleaning Robots and Transportation Robots in operation were recorded as of the end of March
2018.

Collaboration with insurance companies
In order to disseminate Cybernic Technology further, the Company established a business alliances with private insurers and promoted aprivate insurance coverage of the treatment with the device in addition to the public health insurance coverage. In addition to thepromotion of “HAL Plus rider” Daido Life Insurance Company donated Cyin to 11 patients’ associations/support associations of patients.
AIG Holding Japan KK is covering the fee for the training program with HAL for 50 students in Kanagawa Prefecture, who suffer fromspinal cord injury as part of their contribution to the society.

5Furthermore, the Company has entered into a comprehensive business alliance with Sompo Japan Nipponkoa Insurance in October inorder to fuse innovative Cybernic Technology with risk financing facilities of the insurer to structure healthy and rich social system,
starting with the field of long-term care.

CEJ Fund
The Group continues to revolutionize both industries and the society through Cybernics in order to solve problems related to the superaging society. In line with that, the Group announced to establish “CEJ Fund” with Mizuho Bank, Ltd. and Global Brain Corporation in
December 2017. CEJ Capital, Inc. (CEJ stands for Cybernic Excellency Japan) was established in December 2017 and preparation iscurrently in process to start the operation of CEJ Fund.

Business performance
As the result of the aforementioned, in the consolidated financial result of the fiscal year ended March 31, 2018, the Company recorded
net sales of ¥1,726,925 thousand (4.7% increase year on year), mainly due to an increase in the operating number of Medical HAL and
HAL Lumbar Type. Gross profit was recorded at ¥1,205,053 thousand (11.7% increase year on year). Research and development expenses
were recorded at ¥842,943 thousand (6.6% decrease year on year). Alike the previous fiscal year, this was mainly due to development of
new products at the Company’s own expense and consigned research projects of “Realization of Zero Burdening-care Society throughInnovative Cybernic System”, which are part of the projects under the Impulsing Paradigm Change through Disruptive Technologies
Program (“ImPACT”) hosted by the Japan Science and Technology Agency (“JST”). On the other hand, other selling, general andadministrative expenses only increased to ¥1,380,136 thousand (2.4% increase year on year). As a result, operating loss improved by¥154,088 thousand to ¥1,018,027 thousand (13.1% decrease year on year).
While non - operating income was recorded at ¥375,715 thousand, mainly due to a subsidy income, non-operating expenses wererecorded at ¥46,654 thousand mainly due to share of loss of entities accounted for using equity method. These results led to improvementof ¥93,686 thousand in ordinary loss (income/loss before income tax, also called pretax income or ordinary profit) to ¥688,966 thousand(12.0% decrease year on year).
Because of extraordinary income recorded at ¥100,085 thousand mainly due to gain on sales of investment securities, partly offset withtotal income taxes recorded at ¥5,012 thousand and net loss attributable to non - controlling interest recorded at ¥2,707 thousand, net loss
attributable to CYBERDYNE, INC. for the consolidated fiscal year ended March 31, 2018 improved by¥198,146 thousand to ¥591,185
thousand (25.1% decrease year on year).

2. Status of capital investments
Capital investments made in the fiscal year ended at March 31, 2018 were ¥1,118,681 thousand in total. This mostly came from payment
related to Tonomachi international strategic zone and 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 fromother companies" or "acquisition of rights and obligations related to the business of other corporations from absorption-type splits orabsorption-type mergers" that took place during this fiscal year.
64. Acquisition/disposal of other companies' equity
The Company established CYBERDYNE & BROOKS, Inc. in February 2018, in order to disseminate Medical HAL to hospitals in the
U.S., as a joint venture with Brooks Rehabilitation that is known to be one of the busiest hospital group in the U.S. The Company holds
66.7 percent of this joint venture.

5. Issues to be addressed
Utilizing Cybernics, the Group pursues to connect humans, robots and information functionally and establishes physical, informative andbiological interaction. This will lead to development of products and services that could contribute to human and society.
HAL, which was developed by utilization of innovative Cybernic Technology, has been successfully put into the market for practical use
as the first wearable robot in the world. To make use of various Cybernic Systems such as HAL to make contribution to society on a
global basis, the Group regards the following as the 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 newtechnologies capable of creating new industries, and implementing those technologies in to the society. The Group will collaborate with
universities, research institutions, hospitals, corporations and various other organizations in Japan to advance its researches of cuttingedge Cybernic Systems (e.g. Cybernic Devices and Cybernic Interfaces) that utilize Cybernic Technologies and compound treatment withdrugs as well as regenerative medicine.

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 Group are expected to come up withideas 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 not necessarily had expertise before. The Group assembles
various personnel, who are highly talented and knowledgeable in wide variety of fields so that the Group could structure an organizationthat 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 forneuromuscular diseases and commenced the world s first robotic treatment covered by public health insurances on 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* by accelerating
clinical researches and trials for other diseases such as stroke and spinal cord injury. For stroke, investigator initiated clinical trial
for Medical HAL Lower Limb Type Single-Leg Model commenced in September 30, 2016 in order to obtain medical device
approval.
*
Cybernic Treatment is a treatment that utilizes various Cybernic Systems designed for the medical purposes such as Medical HAL
towards improvement and regeneration of functions of brain-neuro-physical systems.
7

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 type of insurance coveragein the U.S. Furtheremore, 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 became marketable 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 inGermany, which is the largest medical device market in the EU. The Group continues to follow a necessary process in order to obtaincoverage by public health insurance. Furtheremore, in Polish medical institute, treatment using Medical HAL commenced from July 2017
and the treatment in Poland is covered by a private insurance company. The Group will spread Cybernic Treatment to other major
European countries by obtaining insurance coverage for Cybernic Treatment from private insurance.

Promotion of care-service robot businessJapan is at the forefront of a super-aging society, with the number of senior citizens aged 65 or older stood at about 34.59 million (27.3%of the total population) as of October 1, 201 and the number of people requiring long-term care and persons requiring support under the
public nursing care insurance system stood at about 5.918 million 2 (see page 9), as of the end of December, 201. The numbers are
expected to continue its increase. Furthermore, it is predicted that about 2.5 million 3 (see page 9) care workers, will be necessary by theyear 2025, making a reduction of the number of voluntary turnover due to nursing care as the most urgent matter that Japanese society
must confront. The Group will continue to work on the new version of HAL -VNCBS5ZQFGPS8FMMCFJOH, which would promote theindependence of users in need of long-term care, and development of HAL -VNCBS5ZQF forC are Support towards further improvement.

8

Early expansion of product line-up
With a goal of realizing "Society 5.0/5.1" andero #VSEFOJOH-care Society" the Group will continue to commercialize or further

sophisticate its products in the following fields:
 NFEJDBMdevicesEFTJHOFE to JOEVDFi mproveNFOU or regeneraUJPOPG theQBUJFOUhT physical functions
 XFMGBSFdevices EFTJHOFEto promote independent movements of the elderlyQFPQMFBOEQFPQMFXJUIEJTBCJMJUJFT
 5BSHFUFEGJFMETPG)"- -VNCBS 5ZQF for $BSF-BCPS 4VQQPSU EFTJHOFE 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 electrocardiogram and a detectorof 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 fromthe 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 with wide range of specialized knowledge andexperiences.

Sources*1．Espicom "Worldwide Medical Market Forecasts to 2019"*2．Cabinet Office, "Fiscal Year 2017 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)

96. Status of assets and income(i) Status of assets and income of the Group
Division

iscal year 2014

iscal year 2015

iscal year 2016

iscal year 2017

(April 1, 201 to March 31, 201 )(April 1, 201 to March 31, 2016)(April 1, 2016 to March 31, 201 )(April 1, 2017 to March 31, 2018)

Net sales(Thousands of Yen)

631,278

1,264,902

1,649,940

1,726,925

Ordinary loss*(Thousands of Yen)

(907,854)(710,079)(782,653)(688,966)

Net loss attributable to
CYBERDYNE, INC.

(Thousands of Yen)

(915,893)(718,057)(789,332)(591,185)(Yen)(4.74)(3.53)(3.69)(2.75)

Total assets(Thousands of Yen)

48,289,052

47,534,470

46,848,267

46,338,618

Net assets(Thousands of Yen)

27,777,298

27,063,934

46,226,147

45,630,039(Yen)

134.03130.50214.90212.04

Net loss per share

Net assets per share*Income/loss before income tax without extraordinary income/loss, also called "pretax income" or "ordinary profit"(Note)The Company effected a five for one stock split for the Company Common Share as well as Class B Share on August 1, 2014 and two for one stock split for theCompany 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 2014 (April 1, 2014).

(ii) Status of assets and income of the Company
iscal year 201

iscal year 201

iscal year 2016

iscal year 2017

(April 1, 201 to March 31, 201 )(April 1, 201 to March 31, 2016)(April 1, 2016 to March 31, 201 )(April 1, 2017 to March 31, 2018)(Thousands of Yen)

588,631

1,012,412

1,453,642

1,542,856

Ordinary loss*(Thousands of Yen)

(886,741)(685,226)(701,853)(624,999)

Net loss(Thousands of Yen)

(890,532)(689,004)(707,418)(529,186)(Yen)(4.60)(3.39)(3.31)(2.46)

Total assets(Thousands of Yen)

48,238,237

47,533,060

46,921,518

46,458,641

Net assets(Thousands of Yen)

27,815,874

27,132,982

46,374,379

45,843,540(Yen)

134.02130.84215.59213.09Division
Net sales

Net loss per share

Net assets per share*Income/loss before income tax without extraordinary income/loss, also called "pretax income" or "ordinary profit"(Note)The Company effected a five for one stock split for the Company Common Share as well as Class B Share on August 1, 2014 and two for one stock split for theCompany 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 2014 (April 1, 2014).

10

7. Status of the parent and notable subsidiaries(i) Parent
There are no items to report.
(ii) Status of subsidiaries
Name

Capital

Ownershipof votingrights(%)

Major business lines(Outside of Japan)
Cyberdyne Care Robotics GmbH

€ 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.

¥3,000 thousand

100.0%

Training service with HAL

Shonan RoboCare Center Co., Ltd.

¥3,000 thousand

100.0%

Training service with HAL

Oita RoboCare Center Co., Ltd.

¥3,000 thousand

100.0%

Training service with HAL(Within Japan)

8. Major business lines
Please refer to section 1 "process and outcome of the business"

119. Main offices and factories (as of March 31, 2018)
Division
The Company
Subsidiaries (Outside Japan)

Subsidiaries (Within Japan)

Name

Location

Head Quarters

Tsukuba, Ibaraki, Japan

Next-generation multipurpose robotized production
facility (Fukushima office)

Koriyama, Fukushima, Japan

Cyberdyne Care Robotics GmbH

Bochum, Nordrhein-Westfalen, Germany

CYBERDYNE USA Inc.

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

10. Status of employees(i) Status of employees in the Group (as of March 31, 2018)
Number of employees

Change from previous fiscal year

75 members(63 members)

Increase of 4 members(Decrease of 31 members)(Notes)(1) The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the number of Members of the Boardof Directors who also hold positions as Company employees or dispatch workers sent from a temp agencies.
(2) The number of contract employees are stated in the brackets (). This number includes part-time workers but excludes those who work in the Group as second jobs.
(3) Since the Group is involved in a single segment of business related to robots, information of employees for each segment is omitted.

(ii) Status of employees in the Company (as of March 31, 2018)
Number of employees

Change from previous fiscal year

Average age

Average years of continuous service

62 members(44 members)

Increase of 1 member(Decrease of 17 members)

40.4 years old

5.1 years(Notes)(1) The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the numbers of Directors who also holdpositions as a 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.

12II Matters Regarding the Company shares
1. Status of shares (as of March 31, 2018)
Class
Common ShareClass B ShareTotal number of authorized shares
618,300,000 shares
77,700,000 shares

Total number of shares issued
137,347,609 shares
77,700,000 shares

Number of shareholders
79,923 shareholders
3 shareholders

2. Major shareholders (as of March 31, 2018)
Name of shareholder
Yoshiyuki Sankai
Diawa House Industries Co., Ltd.
STATE STREET LONDON CARE OF STATE STREET BANK AND TRUST,BOSTON SSBTC A/C UK LONDON BRANCH CLIENTS- UNITED KINGDOMJapan Trustee Service Bank. Ltd. (Trust Account)
GCAS BANA LONDON US CLIENT
The Master Trust Bank of Japan. Ltd. (Trust Account)
Japan Trustee Service Bank. Ltd. (Trust Account 9)
BBH FOR GLOBAL X ROBOTICS AND ARTIFICIAL INTELLIGENCE ETF
CHASE MANHATTAN BANK GTS CLIENTS ACCOUNT ESCROW
Rakuten Securities, Inc.

Number of shares held (shares)

Shareholding ratio(%)

Common ShareClass B Share
Common Share

3,042,000
77,696,000
30,000,000

13.95

Common Share

4,337,300

2.02

Common Share
Common Share
Common Share
Common Share
Common Share
Common Share
Common Share

4,317,700
3,726,000
2,586,900
2,036,100
1,461,867
1,390,122
1,210,000

2.01
1.73
1.20
0.95
0.68
0.65
0.56

37.54

(Note)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.
http://www.cyberdyne.jp/english/company/IR.html

13

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

Description of the position and other important positions held

Name

President and CE
Member of theBoard of Directors
Member of theBoard of Directors
Member of theBoard of Directors
Member of the
Boar d of D irectors

Yoshiyuki

ankai

umiyuki Ichihashi
hinji

ga

Hiroaki Kawamoto

Professor at the ystems Information, niversity of sukuba
Executive Research Director of the Center for Cybernics Research, niversity of sukuba
Program Manger of Impulsing Paradigm Change through Disruptive echnology Program
hosted by the cabinet office of Japan
Team leader of the Information trategy eam in the Improvement office of CYBERDYNE
Head of the Corporate Department of CYBERDYNE
Associate Professor at the ystems

Information, University of Tsukuba

ecturer at Nihon niversity chool of Medicine
utside Memberof the Board of
Directors(Independent
officer)

utside Member ofthe Board of
Directors(Independent
officer)

utside Member ofthe Board of
Directors(Independent
officer)

Kinichi Nakata

Ka umasa Yoshida

Hikari Imaic
No relevant itemscProvided appropriate opinions upon discussions of Company business from the stand point of
a Doctor.
cc
17 out of 19 times
utside Director of nkyo Corporation
utside Director of DK Corporation
utside Director of Mame ou Holdings Co., td.
utside Director of reeBit Co., td.
Outside Director of Mynavi Corporationc
No relevant itemscProvided appropriate opinions in all aspects of corporate management based on his richexperience and knowledge of global corporate management.
cc
19 out of 19 times
utside Director of PACI IC ME A C ., D.
Director and Chairman of 3DM Inc. ̀cNo relevant itemscProvided appropriate opinions in all aspects of corporate management based on his richexperience and knowledge as an utside Director.
cc
19 out of 19 times

14Position

Name

Description of the position and other important positions held
ull-time

utsideAudit and uperviso ry
Board Member(Independent fficer)c
No relevant items
Yutakaujitanic
Provided opinions on corporate management whenever necessary, based on his extensive
experiences earned through his background of financial institution and audit firm.
cc

19 out of 19 times
12 out of 12 times

utsideAudit and Supervisory
Board Member

Cornelisellekoopcc
No relevant itemscProvided opinions whenever necessary, based on his professional knowledge of lawcc

19 out of 19 times
12 out of 12 times

utsideAudit and uperviso ry
Board Member(Independent fficer)

Kenichiroc

President and CE of Kaede Audit Corporation
External Member of Board of Auditors of G Holdings Co., td
utside Director of Kanematsu ustech Corporation (Audit and upervisory Committee)c
No relevant itemsck a m u r a Provided opinions whenever necessary, based on his professional knowledge offinancing and accounting as a certified public accountantcc
19 out of 19 timesc12 out of 12 times(Notes)(1) hree of the Members of the Board of Directors Directors, Kinichi Nakata, Ka umasa Yoshida and Hikari Imai are utside Members of theBoard of Directors. he Company registered them as the Independent officers at the Tokyo Stock Exchange, Inc. pursuant to their Securities
Listing Regulation, Article 436-2.
(2) hree Audit and upervisory Board Members, Yutaka ujitani, Cees ellekoop and Kenichiro kamura are utside Audit and upervisory
Board Members. he Company registered Yutaka Fujitani and Kenichiro kamura as the Independent fficers at the okyo tock
Exchange, Inc. pursuant to their ecurities isting Regulation Article 36-2.
(3) Audit and upervisory Board Member, Yutaka ujitani has extensive experience in both domestic and international environment, through hiswork at a major bank as well as from advisory service to financial institute at KPMG A A C in structuring internal control system. As such,Yutaka ujitani is deemed to have sufficient knowledge and experience related to business auditing and internal control.
(4) Audit and upervisory Board Member, Cees ellekoop was a qualified lawyer in Britain as well as the Netherlands and worked for Allenvery Gaikokuho Kyodo Jigyo Horitsu Jimusho as an attorney for foreign law (all three certificate have since been relinquished). As such,
Cees ellekoop is deemed to have sufficient knowledge and experience in the field of law.
(5) Audit and upervisory Board Member, Kenichiro kamura is a certified public accountant. hrough 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 arbanes- xley Act (), an act
related to control, International inancial Reporting tandards (I R ) and in management of subsidiaries located overseas. As such, Kenichiro
kamura is deemed to have sufficient knowledge and experience in finance, accounting and internal control.
15

IV Outline of the limited liability agreement
he Company entered into a limited liability agreement with Hiroaki Kawamoto, a Member of Board of Director
utside Director, and each of utside Member of the Board of Director and Outside Audit and Supervisory Board
Members in accordance with Article 423-1 of the Companies Act.
iability for the damages caused shall be limited to the sum of amount specified in each items of Article 2 -1 of
the Companies Act.

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

Number of recipients

Amount of payment

Description

Member of theBoard of Directors
Audit and Supervisory
Board Members

7¥36,200 thousand¥3,600 thousand for the three Members of the Outside
Board of Directors

3¥9,600 thousand¥9,600 thousand for the three Outside Audit andSupervisory Board Members

Total

10

¥45,800 thousand(Notes)(1) The upper limit of remuneration for Member of the Board of Directors was set at ¥100,000 thousand 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 ¥50,000 thousand per year by the resolution at the 3rd Ordinary General Meeting of the Shareholders on June 28, 2007.
(2) The amount of payment stated above includes remuneration for Outside Member of the Board of Directors and Outside Audit and Supervisory
Board Members.
(3) The payment for Member of the Board of Directors does not include the payment of standard payroll for Member of the Board of Directors
who also hold a positions as the Company employees.
(4) As of the end of March 31, 2018, 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

Amount paid

Fee for accounting audit within this fiscal year

¥34,080 thousand

Total amount of money and property benefits to be paid to the Accounting Auditors by
the Company and its subsidiaries¥34,080 thousand(Note)In the audit contract between the Company and the Accounting Auditor, there is no distinction between the fee for the audit based on the Companies Act as
Accounting Auditors and the fee for the audit based on the Financial Instruments Exchange Act, as it is not practically possible to distinguish them. The aggregatedamount of those fees is depicted in the table above.

16

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 of shareholders
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 andimplementation status of the systems
Based on relevant laws and Article 22 of the Company's Article of Incorporation, systems to ensure the appropriateness ofthe 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

17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 financial statements
Consolidated balance sheet (as of March 31, 2018)
Items(Unit: Thousands of Yen)

Amount

Items

AssetsCurrent assets
Cash and deposits
Accounts receivable - trade
Securities

Liabilities
31,806,107

Current liabilities

594,142

6,820,464

Accounts payable - trade

53,033363,222

Income taxes payable

124,763

Other

416,344

23,999,977

Merchandise and finished goods

86,307Work in process

11,511

Raw materials

467,112

Accounts receivable

23,991

Other

35,922

Allowance for doubtful accounts(2,403)

Non-current assets

Amount

14,532,510

Property, plant and equipment

11,523,375

Property and structures, net

911,505

Rental assets, net

398,855

Land

3,117,971

Construction in progress

6,782,710

Non - current liabilities

114,436

Deferred tax liabilities

10,688Asset retirement obligations

74,579Other

29,169Total liabilities

708,578
Net assets

Shareholders' equity

45,606,438

Capital stock

26,743,881

Capital surplus

26,679,881

Retained earnings(7,817,118)

Treasury shares
Accumulated other comprehensive income

Other, net

312,333

Valuation difference on available - for-sale securities

Intangible assets

89,590Foreign currency translation adjustment(204)(7,522)677(8,200)Investments and other assets

2,919,544

Stock acquisition rights

19,103

Investment securities

2,314,159

Non - controlling interest

12,019Other605,384

Total assets

46,338,618

Total net assets

45,630,039

Total liabilities and net assets

46,338,618(Rounded down to the closest thousands of yen)18

Consolidated statement of income (From April 1, 2017 to March 31, 2018)
Items(Unit: Thousands of Yen)

Amount
1,726,925

Net sales
Cost of sales

521,872

Gross profit

1,205,053

Selling general and administrative expenses

2,223,080

Operating loss

1,018,027

Non - operating income
Interest income

11,756

Subsidy income

13,648

Consigned research income

292,043

Other

58,267375,715

Non - operating expenses
Interest expenses

962

Share issuance cost13

Share of loss of entities accounted for using equity method

41,806

Other

3,871

Ordinary loss (*)

46,654
688,966

Extraordinary income
Gain on sales of investment securities
Other

99,99095

Net loss before provision for income taxes

588,881

Income taxes - current

6,327

Income taxes - deferred(1,314)

Net loss

5,012
593,893

Net loss attributable to non - controlling interests

2,707

Net loss attributable to CYBERDYNE, INC.

591,185(Rounded down to the closest thousands of yen)
*Income/loss before income tax without extraordinary income/loss, also called "pretax income" or "ordinary profit"
19

100,085

Non - consolidated financial statement
Non - consolidated balance sheets (as of March 31, 2018)
Items(Unit: Thousands of Yen)

Amount

Items

AssetsCurrent assets
Cash and deposits
Accounts receivable - trade
Securities
Merchandise and finished goods
Work in process
Raw materials
Accounts receivable
Other
Allowance for doubtful accounts
Non- current assets
Property, plant and equipment
Buildings, net
Structures, net
Rental assets, net
Machinery & equipment, net
Vehicles & delivery equipment, net
Tools, furniture & fixtures, net
LandConstruction in progress
Intangible assets
PatentSoftware
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capitals of subsidiaries and associates
Long - term prepaid expenses
Other
Total assets

AmountLiabilities
31,850,843
6,728,888
390,140
23,999,977
82,468
11,511
467,112
14,963
158,182(2,403)
14,607,798
11,482,452
896,2211,680
398,592
12,194
7,779
265,303
3,117,971
6,782,710
88,992
8,879
70,653
9,458
3,036,352
2,314,159
561,443
22,94772,45565,346
46,468,559

Current liabilities

500,664

Accounts payable - trade52,835

Accounts payable - other161,135

Income taxes payable

124,606

Accrued expenses

40,875

Other

121,212Non - current liabilities

114,436

Deferred tax liabilities

10,688Asset retirement obligations

74,579Other

29,169Total liabilities

615,101
Net assets

Shareholders' equity

45,823,758

Capital stock

26,743,881

Capital surplus

26,679,881

Legal capital surplus
Retained earnings

26,679,881(7,599,798)

Legal retained earnings

30

Other retained earnings(7,599,828)

Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on available-for-sale securities
Stock acquisition rights(7,599,828)
(204)
677
677
19,103

Total net assets

45,843,540

Total liability and net assets

46,458,641(Rounded down to the closest thousands of yen)
20

Non - consolidated statement of income (From April 1, 2017 to March 31, 2018)
Item(Unit: Thousands of Yen)

AmountNet sales

1,542,856

Cost of sales

408,328

Gross profit

1,134,528

Selling, general and administrative expenses

2,132,137

Operating loss

997,609

Non-operating income
Interest income

13,210Subsidy income

11,725

Consigned research income

292,043

Other

60,592

377,570

Non-operating expenses
Interest expenses

962

Share issuance cost

13

Other

3,985

Ordinary loss (*)

4,961
624,999

Extraordinary income
Gain on sales of investment securities
Other

99,99095

Loss before provision of income tax

100,085
524,914

Income taxes - current

5,586

Income taxes - deferred(1,314)

Net loss

4,271
529,186(Rounded down to the closest thousands of yen)
*Income/loss before income tax without extraordinary income/loss, also called "pretax 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.

21

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 14th business year (from April 1, 2017 to March 31,2018), the Audit and Supervisory Board has prepared this Audit Report based on methods and results of audits reported by each of Audit andSupervisory 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 each of the Audit andSupervisory 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 the audit policies andassignment 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 collect information 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 as necessary, 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 the Board 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 the Company and other systems that are set forth in Article 100, paragraphs 1 and 3 of theOrdinance for Enforcement of the Companies Act of Japan as being necessary for ensuring the appropriateness of the corporate affairs of acompany group that consists of a joint stock company and its subsidiaries, and (b) the systems (internal control systems) based on such
resolutions. With respect to the subsidiaries, Audit and Supervisory Board Member endeavored to facilitate a mutual understanding andexchanged information with their Members of the Board of Directors and audit and Supervisory 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 reportfrom the Accounting Auditor on the status of its performance of duties, and requested explanations as necessary. the Audit and Supervisory
Board was notified by the Accounting Auditor that it had established a system to ensure 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) inaccordance with the Quality Control Standards for Audits (Business Accounting Council on October 28, 2005), etc., and requested
explanations as necessary.

24Based on the above-described methods, each member of the Audit and Supervisory Board examined the business report and it's annexed
specifications thereto, the non-consolidated financial statements (the balance sheet, the income statement, the statements of changes in net
assets, and the related notes) and the accompanying supplemental schedules thereto, as well as the consolidated financial statements (theconsolidated balance sheet, the consolidated income statement, the consolidated statement of changes in net assets and the related notes), forthe 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 the Company 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 findany matter to be mentioned with respect to the descriptions in business report and performance of their duties by the Members of theBoard 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, areappropriate.
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, areappropriate.

May 23, 2018
CYBERDYNE, INC. Audit and Supervisory Board

25

Full-time Outside Audit and Supervisory Board Member

Yutaka Fujitani㊞

Outside Audit and Supervisory Board Member

Cornelis Vellekoop㊞

Outside Audit and Supervisory Board Member

Kenichiro Okamura

㊞

MEMO

26

Guide map to the venue of the Ordinary General Meeting of Shareholders
Chuo kouen mae

Date June 22, 2018 ( ri) 11am
Place N A HA , ARGE HA
1-10-1 A uma, sukuba, Ibaraki, Japanc

A3 ExitTsukubaSt

Tsukuba Center
Bus Terminal

Tsukuba St est

Okura Frontier Hotel
TsukubaDaiwa Roynet Hotel
TsukubaSouth 1 parking
administration center

MOG

Tsukuba Cleo Square

Oshimizu Koen Mae

NOVA HALL

AccessBy 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]

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.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
※Please use the pay parking nearby (We do not offer any discount for parking)