Cyberdyne Inc.TSE: 7779

Notice of 21th Ordinary General Meeting of Shareholders (Matters Not Included in the Document to be Delivered)

· Issued by Cyberdyne Inc.


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
    1. 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

    2. Status of employees (as of March 31, 2025)

      ① Status of employees in the Group

      Change from previous fiscal year

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.

  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.

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
    1. 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

    2. 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

  • 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)

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.