CYBERDYNE : Notice of 20th Ordinary General Meeting of Shareholders (Matters Not Included in the Document to be Delivered

Notice of 20th Ordinary General Meeting of Shareholders (Matters Not Included in the Document to be Delivered)

Matters excluded from the delivered document upon request

according to the law, regulations, and the Articles of Incorporation,

which is included in the electronically provided document

■ Business report

●Main offices and factories ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ 1

●Status of employees・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ 2

●Matters regarding the Company shares ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ 3

●Major shareholders・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ 3

●Matters related to stock acquisition rights・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ 4

●Outline of the contract to limit the liability ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ 5

●Outline of the liability insurance policy for the officers ・・・・・・・・・・・・・・・・・・・・・・・・・ 5

●Activities of the outside officers during the fiscal year under review ・・・・・・・・・・・・・・・・・・ 6

●Matters related to the accounting auditor ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ 7

●System to ensure appropriate business execution and status of its operation・・・・・・・・・・・・・・ 8

■ Consolidated financial statements

●Consolidated statement of changes in equity and notes to consolidated financial statements ・・・・ 11

■ Non-consolidated financial statements

●Non-consolidated statement of changes in net assets ・・・・・・・・・・・・・・・・・・・・・・・・・ 28

■ Audit Report

●Audit report by Audit and Supervisory Board Members ・・・・・・・・・・・・・・・・・・・・・・・ 35

According to laws, regulations, and Article 22 of the Company's Articles of Incorporation, the above information is ommited from the document delivered to the shareholders upon request

CYBERDYNE, INC.

Stock code: 7779

Business Report

• Matters related to current status of CYBERDYNE Group

1. Main offices and factories (as of March 31, 2024)

Division

The Company

Subsidiaries (Outside Japan) (Within Japan)

Name

Head Quarters

Tsukuba Robocare Center

CYBERNICS MEDICAL INNOVATION BASE-A

Next-generation multipurpose robotized production facility (Fukushima Office) Cyberdyne Care Robotics GmbH

CYBERDYNE USA INC.

RISE Healthcare Group, Inc.

CYBERDYNE MALAYSIA SDN. BHD.

Shonan RoboCare Center Co., Ltd.

Nagoya RoboCare Center Hisaya

Suzuka RoboCare Center Co., Ltd.

Oita RoboCare Center Co., Ltd.

C2, Inc.

CEJ Capital, Inc.

Cybernic Excellence Japan Fund 1 Investment Limited Partnership

Location

Tsukuba, Ibaraki, Japan

Tsukuba, Ibaraki, Japan

Kawasaki, Kanagawa, Japan

Koriyama, Fukushima, Japan

North Rhine-Westphalia, Germany

California, USA

California, USA

Kuala Lumpur, Malaysia

Fujisawa, Kanagawa, Japan

Nagoya, Aichi, Japan

Suzuka, Mie, Japan

Beppu, Oita, Japan

Bunkyo-ku, Tokyo, Japan

Tsukuba, Ibaraki, Japan

Shibuya, Tokyo, Japan

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2. Status of employees (as of March 31, 2024)

① Status of employees in the Group

Number of employees

227 members

(54 members)

Change from previous fiscal year

Decrease of 30 members (Decrease of 1 member)

(Notes) 1. The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the number of Members of the Board of Directors that also hold positions as Company employees or dispatch workers sent from a temp agency.

• 1. The number of contract employees is stated in the brackets ().
  2. Since the Group is involved in a single segment of business related to robots. As such, information on employees in each segment is omitted.
• Status of employees in the Company

Number of employees		Change from previous fiscal year		Average age		Average years of service
83 members		Increase of 1 member		44.8 years old		8.0 years
(36 members)		(Decrease of 1 member)

(Notes) 1. The number of employees includes full-time employees and members on temporary transfer assignments. It does not include the number of Members of the Board of Directors 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 ().

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• Matters regarding the Company shares

1. Status of shares (as of March 31, 2024)

Class

Common Share

Class B Share

Total number of authorized shares

618,300,000 shares

77,700,000 shares

Total number of shares issued

137,445,809 shares

77,700,000 shares

Number of shareholders

72,596 shareholders

3 shareholders

2. Major shareholders (as of March 31, 2024)

Name of shareholder		Number of shares held (shares)
Yoshiyuki Sankai	Common Share	3,042,000
Class B Share	77,696,000
Daiwa House Industries Co., Ltd.	Common Share	26,000,000
The Nomura Trust & Banking Co., Ltd. (Investment Trust Account)	Common Share	1,690,000
NORTHERN TRUST GLOBAL SERVICES SE, LUXEMBOURG RE	Common Share	1,221,000
CLIENTS NON-TREATY ACCOUNT
Mikio Yano	Common Share	1,015,000
Mizuho Securities Co., Ltd.	Common Share	771,702
Ueda Yagi Tanshi Co., Ltd.	Common Share	613,400
PERSHING SECURITIES LTD CLIENT SAFE CUSTODYASSET ACCOUNT Common Share	611,800
SBI Securities Co., Ltd.	Common Share	575,238
Daido Life Insurance Company	Common Share	500,000

Shareholding ratio (%)

38.24

12.31

0.80

0.57

0.48

0.36

0.29

0.28

0.27

0.23

(Notes) 1. The Company holds 4,014,574 shares as treasury share (Common Shares). These shares was excluded from the calculation of the shareholding ratio. 2. For the calculation of the shareholding ratio, treasury share held by the Company is excluded

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• Matters related to the Stock Acquisition rights

1. Status of the Stock Acquisition Rights issued to the CYBERDYNE's officers as remuneration in exchange for their business execution during the fiscal year under review
   No items to report
2. Status of the Stock Acquisition Rights issued to the CYBERDYNE's employees in exchange for their business execution during the fiscal year under review
   No items to report

(3) Other important matters regarding the Stock Acquisition Rights

2015 1st Series Stock Options of CYBERDYNE, INC. / 2016 1st Series Stock Options of CYBERDYNE, INC./ 2017 1st Series Stock option of CYBERDYNE ,INC.

Name

(Date of resolution)

Number of Stock Acquisition Rights

Class and number of shares covered

Amount to be paid in

Amount to be paid in upon exercise of rights

Exercise period

Issue price and amount paid into capital when shares are issued upon exercise of stock acquisition rights

Conditions to exercise the right

Allottee

2015 1st Series Stock Option of

CYBERDYNE, INC.

(Resolved on July 28, 2015)

78 units

Common Share

(1 share unit is 100 Common Shares)

7,800 shares

Gratis

¥180,600 per unit (¥1,806 per share)

From July 29, 2017 to July 28, 2025

Issue price per share	¥1,806
Increase of stated capital per share	¥903

(Refer to the note below)

1 external consultant

2016 1st Series Stock Option of

CYBERDYNE, INC.

(Resolved on May 24, 2016)

46 units

Common Share

(1 share unit is 100 Common Shares)

4,600 shares

Gratis

¥306,000 per unit (¥3,060 per share)

From May 25, 2018 to May 24, 2026

Issue price per share	¥3,060
Increase of stated capital per share	¥1,530

(Refer to the note below)

1 external consultant

2017 1st Series Stock Option of

CYBERDYNE, INC.

(Resolved on July 25, 2017)

105 units

Common Share

(1 share unit is 100 Common Shares)

10,500 shares

Gratis

¥178,800 per unit (¥1,788 per share)

From July 26, 2019 to July 25, 2027

Issue price per share	¥1,788
Increase of stated capital per share	¥894

(Refer to the note below)

1 external consultant

(Note) For the stock acquisition rights described above, if the Allottee forfeits its stock acquisition rights, the Allottee will also lose its right to exercise it.

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• Matters related to the Company Board Members

1. 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 amount stipulated in law and regulations.

2. 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 the Companies Act. The contracts cover Directors and Audit and Supervisory Board Members of the Company 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 with the knowledge that such acts violate laws and regulations.

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3. Activities of Outside Officers during the fiscal year under review

Title

Director

Audit and

Supervisory

Board

Member

Name

Akira

Matsumura

Kenji Suzuki

Shinji Honda

Hanako Muto

Kazuaki Tanaka

Yutaka Fujitani

Cees Vellekoop

Kenichiro

Okamura

Attendance, remarks, and summary of duties performed

concerning the roles expected of Outside Officers

Matsumura attended 12 out of 13 Meetings of the Board of Directors held during the fiscal year under review. He proactively expressed his opinions based on his career as a doctor at the Board of Directors Meeting. He fulfilled his duty to ensure appropriate and sound decision-making by providing supervision and advice, especially on management strategy and investment judgment in the medical business.

Suzuki attended all 13 Meetings of the Board of Directors held during the fiscal year under review. He proactively expressed his opinions based on his career as a professional in 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.

Honda attended all 7 Meetings of the Board of Directors held after his appointment during the fiscal year under review until he became Executive Director of CYBERDYNE. He proactively expresses his opinions based on his extensive experience in overseas business development in the medical industry, group management, and corporate planning at the Board of Directors. He fulfilled his duty to ensure appropriate and sound decision-making by providing supervision and advice, especially on formulation of business strategies and management plans.

Muto attended all 11 Meetings of the Board of Directors held after her appointment during the fiscal year under review. She proactively expressed her opinions based on her career as a professional in corporate public relations, investor relations, and human resources strategy and organizational transformation consulting. She fulfilled her duty to ensure appropriate and sound decision-making by providing supervision and advice, especially on risk management and reinforcing governance.

Tanaka attended all 13 Meetings of the Board of Directors and all 12 Meetings of the Audit and Supervisory Board held during the fiscal year under review. He made statements to ensure the appropriate decision-making based on his experience gained through his service as the management of major general trading company. He also made necessary statements at the Meetings of the Audit and Supervisory Board.

Fujitani attended all 13 Meetings of the Board of Directors and all 12 Meetings of the Audit and Supervisory Board held during the fiscal year under review. He made statements 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 12 out of 13 Meetings of the Board of Directors and 11 out of 12 Meetings of the Audit and Supervisory Board held during the fiscal year under review. He made statements 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 13 meetings of the Board of Directors and all 12 Meetings of the Audit and Supervisory Board held during the fiscal year under review. He made statements to ensure the appropriate decision-making based on his experience gained through his career as a certified public accountant. He also made necessary statements at the Meetings of the Audit and Supervisory Board.

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• Matters related to the Accounting Auditor

1. Name of the Accounting Auditor
   Deloitte Touche Tohmatsu LLC
2. Fee for the Accounting Auditor

Items

Amount of remuneration for accounting audit within this fiscal year

Total amount of money and property benefits to be paid to the Accounting Auditors by the Company and its subsidiaries

Amount of remuneration

¥42 Million

¥47 Million

(Note) In the audit contract between the Company and the Accounting Auditor, remuneration for audits based on the Companies Act and on the Financial Instruments and Exchange Act are not separated, nor can they be effectively separated. As such, the total amount of remuneration is stated in the table above.

1. 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 the previous fiscal year in line with the "Practical Guidelines Regarding Cooperation with Accounting Auditors" published by the Japan Audit & Supervisory Board Members Associations.
2. Policy regarding decisions to dismiss or not to reappoint the Accounting Auditor
   Suppose the Accounting Auditor falls under any grounds outlined in Article 340, Paragraph 1 of the Companies Act. In this case, the Audit and Supervisory Board Member shall dismiss the Accounting Auditor subject to unanimous consent. If they determine the dismissal, a member selected by the Audit and Supervisory Board shall report the dismissal and its reasons at the first General Meeting of Shareholders to be convened after the event.
   The Audit and Supervisory Board shall consider the status of the Accounting Auditor's performance, the quality of the audit, and other factors in a comprehensive manner. The Board of Directors can propose the dismissal or non- reappointment of the Accounting Auditor to the General Meeting of Shareholders based on such determination.

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• System to ensure appropriate business execution and status of its operation

1. System to ensure appropriate business execution

CYBERDYNE's Board of Directors has resolved the following proposal regarding the system to ensure appropriate business execution of Directors that complies with the law and the Articles of Incorporation.

• Systems to ensure appropriate business execution of Directors and employees of CYBERDYNE, INC. (the "Company") and its subsidiaries (collectively referred to as the "Group") that complies with the law and the Articles of Incorporation
  The Company shall establish regulations concerning the compliance system, including the Corporate Code of Conduct. This regulation shall be established to ensure business execution by the Directors and employees of the Group that comply with laws, Articles of Incorporation, and internal rules. The Company shall assign one of its Directors to supervise the Group's initiatives for compliance across the board. The Company shall establish, develop, and maintain the compliance system. The Company shall also conduct seminars, audits, and crisis management to ensure that all Directors and employees of the Group are fully aware of compliance. This will enable all Group members to identify and resolve any problems to compliance as necessary.
  The Company shall establish an Affiliated Company Management Policy to ensure the appropriate business execution of its subsidiaries. According to this policy, the Company shall appoint directors (and auditors, if necessary) of major subsidiaries. The Company shall also approve important matters subsidiaries and take charge of some of their administrative work at the headquarters to ensure the appropriate business execution.
  The Company shall establish an Internal Audit Office under the direct control of the President and CEO. The Internal Audit Office shall conduct internal audits according to the Internal Audit Policy and the Affiliated Company Management Policy. The office shall conduct an audit to verify whether the Group complies with the law, Article of Incorporation, and internal regulations. The Internal Audit Office will also conduct an audit concerning risk management. The result shall be reported to the President and CEO, the Audit and Supervisory Board, and the Board of Directors.
  The Company shall establish the Hotline System Policy and operate it as a means for Group employees to directly provide information on legally questionable activities. Information provided orally, via e-mail, chat, opinion box, etc., shall also be subject to the Hotline System Policy.

• System to store and manage information related to the business execution of Directors
  The Company shall stipulate the method of storing and managing information related to business execution in the Document Management Policy. According to the law and the policy mentioned above, Group members shall record and store such information in documents or electromagnetic media.
  Directors and Audit and Supervisory Board Members shall have access to such information at all times.

• System to store and manage information related to the business execution of Directors
  To strengthen the Group's risk management system, the designated Director shall determine a department responsible for each risk category. Each department shall confirm the risk scope and risk profile and establish self- assessment rules and guidelines. The Director in charge of finance shall monitor cross-organizational risks and take company-wide measures. The President and CEO shall promptly appoint a Director or head of department to handle any new risks.

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• Systems to ensure efficient business execution of the Groups Directors
  As a system to ensure efficient business execution of the Groups Directors, the Board of Directors shall hold a regular meeting according to annual schedule. It shall also hold extraordinary meetings when necessary.
  Status of business execution related to the resolution at the Board of Directors shall be reported at the Board of Directors by the assigned Director or the department head regularly. The Audit and Supervisory Board Members shall audit the reports made.
  The Company shall make a mid-term management plan reflecting the changes in the business environment as necessary and report its progress to the Board of Directors as appropriate.
  To ensure business execution of the Directors of subsidiaries is performed efficiently, the Company shall establish an Affiliated Company Management Policy to operate the subsidiaries under the control of the department responsible.

• System to enable subsidiaries to report matters related to the business execution of their directors to the Company
  The Company shall establish an Affiliated Company Management Policy, and subsidiaries shall report the status of business execution as necessary to the department responsible in the Company according to the policy.
• Matters concerning employees who are to assist the duties of Audit and Supervisory Board Members
  Suppose the Audit and Supervisory Board requests the assignment of employees to assist in the performance of its duties. In that case, the Board of Directors may, after consultation with the Audit and Supervisory Board, assign appropriate assistant employees or ask employees to serve concurrently with their existing tasks.
  The Audit and Supervisory Board shall have the command over such employees, and the employee shall not be subject to the order of the Directors. The Company shall obtain the consent of the Board of Audit and Supervisory Board Members concerning the performance evaluation and transfer of such employees.

• Systems for Directors and employees of the Group, and a person communicating with them to make a report to Audit and Supervisory Board Members

The Directors and employees of the Group shall promptly report the Audit and Supervisory Board Member about violation of legal matters, misconduct, or facts that may cause significant damage to the Company. According to the regulations and the established Auditing Standards and the auditing standards of Corporate Auditors, when an Audit and Supervisory Board Member asks for reports, the Directors and employees of the Group shall promptly comply. To make comprehensive feedback, the Directors and employees of the Group shall gather information to the best of their ability, including the utilization of the hotline system and hearing from the Accounting Auditors.

According to the Hotline System Policy, the Director in charge of compliance shall share what was reported through the Hotline System to the Board of Directors. The Company shall communicate the details of the report and the results of the investigation with the full-time Audit and Supervisory Board Member.

The Company's Internal Audit Office shall report their work to the Audit and Supervisory Board Members. In addition, the Director in charge of compliance shall report the status of compliance in the Group to the Audit and Supervisory Board Members as necessary.

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