CYBERDYNE : Notice of the 20th Ordinary General Meeting of Shareholders

20th

Ordinary General Meeting of Shareholders

Date

13:00 (Reception starts from 12:30) Friday, June 21, 2024

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)

Agenda

Election of one (1) director

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.

To our shareholders

Stock code: 7779

June 6, 2024

(Start of electronic provisioning measures: May31, 2024)

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

President and CEO Yoshiyuki Sankai

CYBERDYNE, INC.

Notice of 20th 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 20th 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 20th 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

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Instead of attending in person, you may exercise your voting rights via the Internet or in writing. Please exercise your voting rights by 18:00 on Thursday, June 20, 2024, after reviewing the reference documents for the General Meeting of Shareholders.

Date	13:00 (Reception starts from 12:30)	June 21 2024 (Friday)
Venue	Leo Esaki Main Hall, 2-20-3, Takezono, Tsukuba, Ibaraki
	(Previously known as the "Large Hall")
Agenda
	1.	The Business report for the 20th fiscal year ended March 31 2024, 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 20th fiscal year ended March 31 2024.

Agenda: Election of one (1) director

• The following items are not included in the documents to be delivered to shareholders who have requested delivery of documents, pursuant to the provisions of laws and ordinances and Article 22, Paragraph 2 of the Articles of Incorporation of the Company.
  Therefore, the documents to be delivered to the shareholders who requested the delivery of the documents are a part

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 : Main offices and factories, Status of employees, Matters regarding the Company shares, Major shareholders, Matters related to stock acquisition rights, Outline of the contract to limit the liability, Outline of the liability insurance policy for the officers, Activities of the outside officers during the fiscal year under review, Matters related to the accounting auditor, System to ensure appropriate business execusion and status of its 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

Audit report: Audit report by Audit and Supervisory Board Members

● In the event of any modification to the electronic provision measures, a notice to that effect, the matters before and after the modification will be posted on each of the aforementioned websites.

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Exercise of voting rights

Please exercise your voting rights based on the information stated on this document, according to the instructions stated below. 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. If you vote more than once on the Internet or vote with both a computer and a smartphone, the Company will only select the last vote as the valid vote.

	Please circle approve (賛) or disapprove (否) on the enclosed voting form and return it to us via
Vote by mail
	mail. The Company will treat the form without circles as an approval vote.

Exercise period

The form must arrive before June 20, 2024 (Thu) 6pm

*The postage fee for the voting form is not required. However, because this type of mail takes longer for the post office to process than regular mail, please post the voting form in advance to ensure delivery to the Company before the end of the exercise period.

• Sample image of the voting form

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

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

Exercise period June 20, 2024 (Thu) 6 pm

Please check the following page for further detail

Vote at the venue

Please submit the enclosed form to the receptionist at the meeting. We advice you to bring this document as a reference document of the meeting. Please note that proxies and accompanying persons who are not shareholders cannot participate the General Meeting of Shareholders. One proxy can participate the meeting if they also hold the Company's voting right and submits a document certifying the proxy's authority.

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Instructions on voting by

the Internet

• "Smart Exercize"
  by scanning the QR code

With this method, you can login the website to exercise your

• Entering code and password to
  exercise your voting rights

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

voting rights without entering the code and password

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

Example

* QR Code is registered as a trademark in Japan by DENSO WAVE INCORPORATE.

1. Please access the website to exercise the voting rights
2. Please enter the code written on the Form to Exercise Voting Right
3. 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)

2Please 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, please log 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 read the QR code again to go to the PC site.

*The pages is only available in Japanese

		Please select approve or disapprove for each agenda displayed on
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		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 both a 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: [phone] (available from 9 am to 9 pm JST)

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Reference documents

Agenda Election of One (1) Member of the Board of Directors

To strengthen the management structure, the Company proposes to increase the number of Directors by one (1) and requests the election of one (1) Director.

The candidate for Director is as follows. The term of office of the director to be elected will be until the other directors' term of office expires by the Company's Articles of Incorporation.

Isamu Takahara	Newly appointed Outside Director Independent Officer
Born February 12, 1964	Ph.D. in Social Engineering

Description of the positions, personal history, assignments and other important positions held outside CYBERDYNE

1988/4 Joined Toyota Motor Corporation

2009/2 Chief of BR-VI, Toyota Motor Corporation

2011/1 Manager of VA Development, Toyota Motor Corporation 2013/9 Chief examiner of Technology Management Department, Toyota

Motor Corporation

2017/4 Director of R&D Center for Strategic Frontiers Social Planning, University of Tsukuba

2017/4 Specially appointed professor of University of Tsukuba (present) 2019/4 Special Guest professor of Keio University

2019/6 Deputy Director-General, Cabinet Office

2021/4 Deputy Director-General, Secretariat for Science, Technology and Innovation of the Cabinet Office, Government of Japan

2021/4 Counselor of Tohoku University (present)

2023/5 Special Advisor of University Public Corporation Osaka (present) 2023/9 Advisor of CYBERDYNE, INC.

2023/9 Cross-ministerial Strategic Innovation Promotion Program, Program Sub-Director (present)

2023/12 Advisor of the Quantum STrategic Industry Alliance for Revolution (present)

2024/4 Project professor of Keio University (present)

(Important positions held outside CYBERDYNE)

Specially appointed professor of University of Tsukuba Project professor of Keio University

Counselor of Tohoku University

Special Advisor of University Public Corporation Osaka

Cross-ministerial Strategic Innovation Promotion Program, Program Sub-Director Advisor of the Quantum STrategic Industry Alliance for Revolution

Reason for the nomination as candidate for Director and expected roles

Takahara has extensive experience, broad insight, and a personal network in the automotive industry, including domestic and international design and development, industry-government-academia collaboration related to next-generation mobility and future society, and science, technology, and innovation policy promotion. He is nominated as a candidate for outside director in the expectation that he will supervise and provide advice on business execution from a professional perspective, particularly about business development and innovation promotion in Japan and overseas, by utilizing his experience, insight, and personal network.

Years in service as Director

-

Special interest in CYBERDYNE

None

Number of company shares owned

-

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(Note) 1. Isamu Takahara is a candidate for newly elected Director and candidate for Outside Director.

1. If Isamu Takahara is elected, According to Article 427, Paragraph 1 of the Companies Act, the Company will sign contract with Isamu Takahara to limit his liability for damages as provided in Article 423, Paragraph 1. The maximum penalty for damages under the contract is the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act.
2. 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, and settlement money) incurred by the insured due to claims (including shareholder representative lawsuits) filed during the insurance period against the insured, including the Company's Directors, concerning their executed duties. If Isamu Takahara 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.
3. Isamu Takahara meets the requirement for Independent Directors as defined by the Tokyo Stock Exchange. The Company plans to register Isamu
   Takahara as independent director stipulated by the Tokyo Stock Exchange.

【For your reference】

Skills matrix of the Board of Director

Candidate

Number

Name

Role

Medical/

clinical

Research &

Development

Global

Experience

in management

Finance/

Acounting/

Legal

Business

development

Finance/

M&A

1

2

3

4

5

6

Yoshiyuki

Sankai

Shinji

Honda

Akira

Matsumura

Kenji

Suzuki

Hanako

Muto

Isamu

Takahara

Inside

(CEO/R&D)

Inside

(COO/Corporate)

Outside/

Independent

Outside/

Independent

Outside/

Independent

Outside/

Independent

(Newly appointed)

○

○

○

○

○

○

○

○

○

○

○

○

○			○
○		○	○	○
○
○			○
○		○		○
○			○

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(Attached material) Business Report (from April 1, 2023 to March 31, 2024)

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Current status of the Group

1. Process and outcome of the business

All forward-looking statements included in this explanation were determined reasonable by CYBERDYNE Inc. (the "Company") and its group companies (collectively referred to as the "Group") based on currently available information for the consolidated March 31, 2024, and certain assumptions made by the Group.

To 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-Cyber- Physical Space) in a unified manner. Furthermore, through Cybernics, the Group promotes the realization of "Techno Peer Support" and future development by creating the "Cybernics Industry," a new industry that will follow the robotics and IT industries.

The Group defines "Techno Peer Support Society" as a safe and secure society where people and technology coexist, cooperate and mutually support each other to enhance the independence and freedom of people of all generations and solve various problems in their lives both mentally and physically. To realize "Techno Peer Support Society" and "Cybernics Industry", the Group is developing various Cybernics Technologies that improve, regenerate, expand, and support the wearer's physical functions.

Major business lines of the Group (As of March 31, 2024)

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

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The Group continues its efforts to disseminate Cybernics Treatment, a treatment program using Medical HAL systems that aims to induce improvement and regeneration of the functions of the brain, nerves, and muscles into a global standard of treatment.

(Japan)

Post-marketing surveillance on the Medical HAL Lower Limb Type Double-leg Model suggested a high efficacy and safety towards progressive neuromuscular diseases, for which no effective treatment methods are available in the medical world yet. Based on the extremely high efficacy and safety results obtained in post-marketing surveillance, Medical HAL Lower Limb Type was given increased points in the 2022 revision of medical treatment fees as "a remarkable functional improvement effect unprecedented in patients with progressive neuromuscular diseases for which no other effective treatment methods have been established, including already approved drugs" (excerpt from the medical technology evaluation proposal

7 by the Japanese Society for Neurological Therapeutics).

Regarding spinal cord-related diseases, the Japanese Minister of Health, Labor, and Welfare approved additional indications of HTLV-1-associated myelopathy (HAM) and hereditary spastic paraplegia for HAL on October 2022. Regarding traumatic spinal cord injuries, the Company is consulting with the regulators on the necessary steps to obtain medical device approvals. Regarding stroke, the Company discussed the result of the investigator-initiated clinical trial using the Medical HAL Lower Limb Type single- leg model (HIT2016 trial). Considering the practice conditions surrounding acute stroke treatment and recovery rehabilitation, the Company is preparing additional studies (clinical trials) while consulting with the regulator.

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 clinical trial is currently in progress. The Company has also developed a small Medical HAL Lower Limb Type model equivalent to the device used in the clinical trial for cerebral palsy. The Company submitted paperwork to obtain approvals from the PMDA (Pharmaceuticals and Medical Devices Agency) in June 2023 for the same group of patients as the larger size of Medical HAL Lower Limb Type.

(USA)

As a medical service platform for individual users, RISE Healthcare Group (RHG), the Company's subsidiary, is gradually expanding the number of facilities, mainly in the Southern part of California. Four RHG facilities currently offer fee-based service using HAL, and the number of treatment sessions is increasing steadily.

The Company also obtained marketing clearance for a smaller Medical HAL Lower Limb Type model and additional indication of cerebral palsy (above 12 years old) from the U.S. FDA. With the approval of the smaller model as a medical device, patients between 100 cm and 150 cm in height can now be treated with Medical HAL. In addition, the company also received approval to expand the indications for the treatment of HTLV-1-related myelopathy (HAM) and hereditary spastic paraplegia which were already approved in Japan.

Based on the accumulated experience of Cybernics Treatment in the U.S., the approval of a smaller model of Medical HAL, and the expansion of approved diseases, the Company will continue to expand the business in this region.

(EMEA: Mainly Europe and the Middle East)

The Group continues to promote Cybernics Treatment in the region. For example, following large-scale installation of HAL in Türkiye, 25 units of HAL was shipped out to an Italian Social Company, Coopselios, in May 2023. The Company is planning to ship out additional units.

In Germany, the G-BA (German Federal Joint Committee), the public health insurance authority, has announced that it will conduct a clinical trial for spinal cord injury based on public health insurance coverage. Related parties are preparing for the trial.

(APAC: Asia Pacific)

CYBERDYNE MALAYSIA SDN. BHD. is working to disseminate Cybernics Treatment in a wide area of South East Asia, India, Australia, and Taiwan.

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The Group continues to strengthen its partnership with Malaysia's government-affiliated Social Security Organization (SOCSO). The collaboration resulted in increased access for Malaysian patients under the SOCSO coverage, and the treatment is currently offered in twelve facilities through 112 income-generating rental units as of the end of March 2024. 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. The Group expects to install significant numbers of HAL in this center.

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The Group has developed various types of HAL for seniors to improve their physical function, prevent illness and frailty, and reduce the requirement for care. These include the HAL Lower Limb Type for enhancing the ability to walk, the HAL Single Joint Type to train elbow, knee, and ankle movements, and the HAL Lumbar Type to train the trunk and lower limb function.

(Service at facilities for individuals)

The Group continues to offer "Neuro HALFIT", a program that induces improvement of the brain-nerve and musculoskeletal system through utilizing HAL. The program is currently available at 18 Robocare Centers operated by business partners. The Group plans to open additional Robocare Centers.

("Neuro HALFIT" at Home as a service towards individuals)

"Neuro HALFIT" at Home is a home-based program in which individuals rent HAL and engage in HAL- assisted workouts at Home. The HAL Monitor, which is linked to Cyberdyne's cloud and visualizes bio- electrical signals that command body movements and posture information, enables the wearer to obtain visual feedback as well. In addition to providing online support by therapists, trainers, and other professional staff, the Company also work with home-based service providers to promote in-person support, from setting up equipment at home to implementing programs.

<>

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, and stroke by accumulating, analyzing, and processing various healthcare data such as cardiac activity, brain activity, body temperature, SpO2, and daily activities using its AI system. "Cyvis" also has an optional feature to measure breathing conditions while sleeping, enabling easy yet highly accurate screening of risks of sleep apnea syndrome. In addition, together with "JUKUSUI Alarm," a healthcare application that visualizes sleep, developed and operated by group company C2, the Group is strengthening its healthcare business as a whole. The Company submitted a medical device approval application for its next-generation model, "Cyvis 2", on April 2023.

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