Notice of 21st 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
●Audit report by Audit and Supervisory Board Members ・・・・・・・・・・・・・・・・・・・・・・・ 35
According to laws, regulations, and Article 22-2 of the Company's Articles of Incorporation, the above information is omitted from the document delivered to the shareholders upon request
CYBERDYNE, INC.Stock code: 7779
Business Report-
Matters related to current status of CYBERDYNE Group
-
Main offices and factories (as of March 31, 2025)
Division
Name
Location
The Company
Subsidiaries (Outside Japan)
Head Quarters Tsukuba, Ibaraki, Japan
Tsukuba Robocare Center Tsukuba, Ibaraki, Japan
CYBERNICS MEDICAL INNOVATION BASE-A Kawasaki, Kanagawa, Japan
Next-generation multipurpose robotized production facility (Fukushima Office) Koriyama, Fukushima, Japan Cyberdyne Care Robotics GmbH North Rhine-Westphalia, Germany
CYBERDYNE USA INC. California, USA
RISE Healthcare Group, Inc. California, USA
CYBERDYNE MALAYSIA SDN. BHD. Kuala Lumpur, Malaysia
(Within Japan) Shonan RoboCare Center Co., Ltd. Fujisawa, Kanagawa, Japan Nagoya RoboCare Center Hisaya Nagoya, Aichi, Japan
Suzuka RoboCare Center Co., Ltd. Suzuka, Mie, Japan
Oita RoboCare Center Co., Ltd. Beppu, Oita, Japan
C2, Inc. Bunkyo-ku, Tokyo, Japan
CEJ Capital, Inc. Tsukuba, Ibaraki, Japan
Cybernic Excellence Japan Fund 1 Investment Limited Partnership Shibuya, Tokyo, Japan
-
Status of employees (as of March 31, 2025)
① Status of employees in the Group
Change from previous fiscal year
-
Main offices and factories (as of March 31, 2025)
Number of employees
211 members
(56 members)
Decrease of 16 members
(Increase of 2 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 Board of Directors that also hold positions as Company employees or dispatch workers sent from a temp agency.
The number of contract employees is stated in the brackets ().
Since the Group is involved in a single segment of business related to robots. As such, information on employees in each segment is omitted.
② Status of employees in the Company
Number of employees | Change from previous fiscal year | Average age | Average years of service |
83 members
(38 members)
No change (Increase of 2 members)
45.3 years old 8.4 years
(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 ().
-
Matters regarding the Company shares
-
Status of shares (as of March 31, 2025)
Class
Total number of authorized shares
Total number of shares issued
Number of shareholders
Common Share
618,300,000 shares
137,445,809 shares
67,840 shareholders
Class B Share
77,700,000 shares
77,700,000 shares
3 shareholders
-
Major shareholders (as of March 31, 2025)
Name of shareholder
Number of shares held (shares)
Shareholding ratio (%)
Yoshiyuki Sankai
Common Share Class B Share
3,042,000
77,696,000
38.24
Daiwa House Industries Co., Ltd.
Common Share
26,000,000
12.31
The Nomura Trust & Banking Co., Ltd. (Investment Trust Account)
Common Share
1,690,000
0.80
JP JPMSE LUX RE UBS AG LONDON BRANCH EQ CO
Common Share
1,489,534
0.70
BBH CO FOR ARCUS JAPAN VALUE FUND
Common Share
1,181,000
0.55
BNYM SA/NV FOR BNYM FOR BNYM GCM CLIENT ACCTS MILM FE
Common Share
1,000,455
0.47
Nomura Securities Co.,Ltd.
Common Share
952,752
0.45
Mikio Yano
Common Share
817,600
0.38
CENTRAL TANSHI CO., LTD.
Common Share
749,300
0.35
BNYMSANV RE GCLB RE JP RD LMGC
Common Share
671,005
0.31
(Notes) 1. The Company holds 4,014,753 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
-
Status of shares (as of March 31, 2025)
- Matters related to the Stock Acquisition rights
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
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
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) | 2015 1st Series Stock Option of CYBERDYNE, INC. (Resolved on July 28, 2015) | 2016 1st Series Stock Option of CYBERDYNE, INC. (Resolved on May 24, 2016) | 2017 1st Series Stock Option of CYBERDYNE, INC. (Resolved on July 25, 2017) |
Number of Stock Acquisition Rights | 78 units | 46 units | 105 units |
Class and number of shares covered | Common Share (1 share unit is 100 Common Shares) 7,800 shares | Common Share (1 share unit is 100 Common Shares) 4,600 shares | Common Share (1 share unit is 100 Common Shares) 10,500 shares |
Amount to be paid in | Gratis | Gratis | Gratis |
Amount to be paid in upon exercise of rights | ¥180,600 per unit (¥1,806 per share) | ¥306,000 per unit (¥3,060 per share) | ¥178,800 per unit (¥1,788 per share) |
Exercise period | From July 29, 2017 to July 28, 2025 | From May 25, 2018 to May 24, 2026 | From July 26, 2019 to July 25, 2027 |
Issue price and amount paid into capital when shares are issued upon exercise of stock acquisition rights | Issue price per share ¥1,806 Issue price per share ¥3,060 Issue price per share ¥1,788 Increase of stated capital per share ¥903 Increase of stated capital per share ¥1,530 Increase of stated capital per share ¥894 | ||
Conditions to exercise the right | (Refer to the note below) | (Refer to the note below) | (Refer to the note below) |
Allottee | 1 external consultant | 1 external consultant | 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.
