Convocation Notice of the 73rd Ordinary General Meeting of Shareholders

This document has been translated into English from the original Japanese text for reference purposes only. In the event of any discrepancies between the Japanese and English versions, the former shall prevail.

To Our Shareholders

Securities code: 6418

June 2, 2026 (Start date of measures for electronic provision: May 26, 2026)

Yojiro Kamihigashi President and Representative Director Japan Cash Machine Co., Ltd.

2-11-18 Nambanaka, Naniwa-ku, Osaka City

Japan Cash Machine Co., Ltd. (hereinafter referred to as the “Company”) hereby notifies you that the 73rd Ordinary General Meeting of Shareholders will be held as follows.

In convening this Ordinary General Meeting of Shareholders, the Company has taken measures to electronically provide the information contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters for which measures for providing information in electronic format are to be taken). This information is published on the following websites for your reference.

The Company’s website https://www.jcm-hq.co.jp/ (in Japanese)

(From the English-language version of the above website, please click “IR Information.” Then, click “General Stock Information,” followed by “Shareholders Meetings,” and select “Convocation Notice of the 73rd Ordinary General Meeting of Shareholders.”)

Website for posted informational materials for the General Meeting of Shareholders https://d.sokai.jp/6418/teiji/ (available only in Japanese)

TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Access the TSE website, enter “Japan Cash Machine” in the “Issue name (company name)” or securities code “6418” in the “Code” field to search, then select “Basic information” and “Documents for public inspection/PR information” in that order. Finally, check “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” under “Filed information available for public inspection.”)

If you are not attending the meeting in person, you may exercise your voting rights over the Internet, etc. or in writing. Please refer to the Reference Documents for the General Meeting of Shareholders and exercise your voting rights before 5:30 p.m. (JST) on Tuesday, June 23, 2026 according to the instructions mentioned below.

1. Date and time: Wednesday, June 24, 2026, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue: Namba SkyO, Convention Hall (7th floor), 5-1-60, Namba, Chuo-ku, Osaka City
3. Agenda

Matters to be reported

1. Reports on the Business Report, the Consolidated Financial Statements, and the Results of the Audit of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Committee for the 73rd Fiscal Year (from April 1, 2025 to March 31, 2026)

2. Reports on the Non-consolidated Financial Statements for the 73rd Fiscal Year (from April 1, 2025 to March 31, 2026)

Matter to be resolved

Proposal 1 Election of Eight (8) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

Proposal 2 Election of Three (3) Directors Who Are Audit & Supervisory Committee Members Proposal 3 Revision of Remuneration for Directors (Excluding Directors Who Are Audit & Supervisory

Committee Members)

Proposal 4 Continuation of Policy to Address Large-scale Purchases of the Company’s Shares (Takeover Defense Measures)

• If you are not attending in person, you can exercise your voting rights over the Internet, etc. or in writing.

• If you will be attending in person, please submit the enclosed voting form at reception.

• Souvenirs will not be distributed to shareholders attending the General Meeting of Shareholders.

• Under the system for electronic provision of materials for the General Meeting of Shareholders, in principle, a summary version of the convocation notice is delivered to shareholders.

• Among matters for which measures for providing information in electronic format are to be taken, based on laws, regulations and the Company’s Articles of Incorporation, paper-based documents to be sent out to shareholders who have requested paper-based delivery do not include the following: (i) “Systems for ensuring the appropriateness of operations and the state of operation thereof” in the Business Report, (ii) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in Consolidated Financial Statements, and (iii) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in Non-consolidated Financial Statements. The Audit & Supervisory Committee and the Financial Auditor have audited the documents subject to audit, including the aforementioned matters.

• In the event that corrections are made to this Convocation Notice or matters for which measures for providing information in electronic format are to be taken, the details of such corrections will be provided on the Company’s website, website for posted informational materials for the General Meeting of Shareholders and the TSE website mentioned above.

The right to vote at the General Meeting of Shareholders is an important right of all shareholders.

Please carefully consider the reference documents for the General Meeting of Shareholders before exercising your voting rights.

The three following methods can be used to exercise your voting rights.

Please submit the enclosed voting form at reception.

Time and date Wednesday, June 24, 2026

10 a.m. (JST) (Reception starts at 9:00 a.m.)

Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it to us.

Deadline

Must arrive by 5:30 p.m. (JST) on Tuesday, June 23, 2026

Please input your approval or disapproval of the proposals according to the instructions on the following page.

Deadline

Input must be completed by 5:30 p.m. (JST) on Tuesday, June 23, 2026

If you vote both on the Internet, etc. and in writing (by mail), the vote on the Internet, etc. will be treated as a valid vote. Furthermore, if you vote multiple times on the Internet, etc., the final vote will be treated as a valid vote.

If neither approval nor disapproval of each proposal is indicated on the voting form when you exercise your voting rights in writing (by mail), the Company will deem that you have indicated your approval of each proposal.

You can log into the voting website without entering your voting code and password.

1. Read the QR code shown on the bottom right of the voting form.

   * “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

2. Follow the instructions on screen to enter your approval or disapproval.

   You can only vote once using Smart Voting.

   If you wish to change the content of your vote, please access the PC website and login using the voting code and password shown on the voting form to vote again.

   * You will be taken to the PC site if you read the QR code again.

   Method 2: Entering the Voting Code and Password

   Voting website: https://www.web54.net (available only in Japanese)

   1. Access the voting website.

   2. Enter the “voting code” shown on your voting form.

   3. Enter the “password” shown on your voting form.

   4. Follow the instructions on screen to enter your approval or disapproval.

   Institutional investors may use the electronic voting platform for institutional investors operated by ICJ, Inc.

   Reference Documents for the General Meeting of ShareholdersProposal 1 Election of Eight (8) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

   The terms of all seven (7) Directors (excluding Directors who are Audit & Supervisory Committee Members; hereinafter the same in this proposal) will expire at the close of this General Meeting of Shareholders. Adding one

   (1) Director to further strengthen our management system, we are therefore requesting the election of eight (8) Directors, including two (2) Outside Directors.

   Each candidate is nominated at the Board of Directors meeting based on the report of the Nomination and Remuneration Advisory Committee, which is chaired by an Independent Outside Director and the majority of its members are Outside Directors to ensure fairness and transparency.

   The candidates for Director are as follows

   Candidate No.	Name		Current Position and Responsibilities in the Company (Significant concurrent positions outside the Company)	Attendance at Board of Directors Meetings (73rd fiscal year)
   1	Reelection	Yojiro Kamihigashi	President and Representative Director (Representative Director of Johto Investment and Development Inc.)	100.0% (18 out of 18 meetings)
   2	Reelection	Tsuyoshi Takagaki	Representative Director, Senior Executive Director, and Senior Executive Officer, Executive General Manager of Corporate Planning Division	100.0% (18 out of 18 meetings)
   3	Reelection	Yoshihiro Iuchi	Executive Director and Senior Executive Officer, Executive General Manager of Global Strategy Division, in charge of Sales	100.0% (18 out of 18 meetings)
   4	Reelection	Norihito Nakatani	Executive Director and Senior Executive Officer, Executive General Manager of Production Division, in charge of Production	100.0% (18 out of 18 meetings)
   5	Reelection	Takatomo Imai	Executive Director and Senior Executive Officer, Deputy Executive General Manager of Corporate Planning Division Deputy Executive General Manager of Global Strategy Division, in charge of Global Finance (Representative Director of JCM AMERICAN CORP.)	100.0% (18 out of 18 meetings)
   6	New election	Yasuyuki Fujiwara	Senior Executive Officer Executive General Manager of R&D Division, in charge of Development (Representative Director of J-CASH MACHINE (THAILAND) CO., LTD.)	–% (– out of – meetings)
   7	Reelection Outside Independent	Koji Yoshikawa	Outside Director (Attorney (Baba Law Firm))	100.0% (18 out of 18 meetings)
   8	Reelection Outside Independent	Tatsuhiko Saruwatari	Outside Director	94.4% (17 out of 18 meetings)

   Candidate No.

   1

   • Number of the Company’s Shares Owned

     1,466,283 shares

   • Number of years served as Director (at the conclusion of this Ordinary General Meeting of Shareholders)

     33 years

   • Attendance at Board of Directors meetings (73rd fiscal year)

   100.0% (18/18)

   Yojiro Kamihigashi

   Reelection

(June 5, 1959)

• Career Summary, and Position and Responsibility in the Company

  Oct. 1984 Joined Japan Cash Machine Co., Ltd. June 1993 Director of the Company

  May 1995 Director and General Manager of Overseas Sales Department

  June 2006 Director, Executive Officer, and Executive General

  Manager of International Division

  Apr. 2007 President and Representative Director (current position)

• Significant concurrent positions outside the

  Company

  Reasons for nomination as candidate for Director

  Yojiro Kamihigashi has management experience at overseas subsidiaries. Capitalizing on this experience, as President and Representative Director, he currently exerts effective leadership in the management of the Group’s global business development. He plays an important role in decision making, while overseeing the execution of business. Since it is expected that he will continue to perform his duties appropriately and will contribute to the sustained enhancement of the corporate value of the Group, he is considered to be a suitable candidate for Director.

  Accordingly, he is a proposed candidate for Director.

Representative Director of Johto Investment and Development Inc.

Candidate No.

2

• Number of the Company’s Shares Owned

  15,300 shares

• Number of years served as Director (at the conclusion of this Ordinary General Meeting of Shareholders)

  13 years

• Attendance at Board of Directors meetings (73rd fiscal year)

  100.0% (18/18)

  Tsuyoshi Takagaki

  Reelection

(September 13, 1961)

• Career Summary, and Position and Responsibility in the Company

  Aug. 1997 Joined Japan Cash Machine Co., Ltd.

  June 2007 Executive Officer and Deputy Executive General Manager of Administration Division of the Company

  Oct. 2011 Senior Executive Officer and Executive General Manager of Human Resources, General Affairs and Corporate Planning Division

  June 2013 Director and Senior Executive Officer

  Dec. 2013 Executive General Manager of Corporate Planning Division (current position)

  June 2019 Executive Director and Senior Executive Officer Apr. 2026 Representative Director, Senior Executive Director,

  and Senior Executive Officer (current position)

  Reasons for nomination as candidate for Director

  Since joining the Company, Tsuyoshi Takagaki has worked for the development of the Group, taking charge of general affairs, legal, compliance, and human resources. He currently makes effective business decisions based on his experiences accumulated through his career, while also supervising execution of effective business activities as Representative Director and Senior Executive Director.

  Since it is expected that he will continue to perform his duties appropriately and will contribute to the sustained enhancement of the corporate value of the Group, he is considered to be a suitable candidate for Director. Accordingly, he is a proposed candidate for Director.

Candidate No.

3

• Number of the Company’s Shares Owned

  19,600 shares

• Number of years served as Director (at the conclusion of this Ordinary General Meeting of Shareholders)

  8 years

• Attendance at Board of Directors meetings (73rd fiscal year)

  100.0% (18/18)

  Yoshihiro Iuchi

  Reelection

(May 21, 1960)

• Career Summary, and Position and Responsibility in the Company

  Mar. 2004 Joined Japan Cash Machine Co., Ltd.

  June 2007 Executive Officer and Deputy Executive General Manager of International Division of the Company

  Nov. 2010 Representative Director of JCM GOLD (H.K.) LTD.

  June 2016 Senior Executive Officer in charge of Production Division of the Company

  June 2018 Director, Senior Executive Officer, and Executive General Manager of Global Strategy Division

  July 2019 In charge of Sales (current position)

  Apr. 2026 Executive Director, Senior Executive Officer, and Executive General Manager of Global Strategy Division (current position)

  Reasons for nomination as candidate for Director

  Since joining the Company, Yoshihiro Iuchi has engaged mainly in overseas sales activities, and then worked as the Representative Director of a subsidiary company that controls overseas production. Currently, he serves as Executive Director playing a useful role overseeing appropriate decision making and business execution from a global perspective. Since it is expected that he will continue to perform his duties appropriately and will contribute to the sustained enhancement of the corporate value of the Group, we consider him a suitable candidate for Director. Accordingly, he is a proposed candidate for Director.

Candidate No.

4

Norihito Nakatani

(February 20, 1960)

• Number of the Company’s Shares Owned

  17,700 shares

• Number of years served as Director (at the conclusion of this Ordinary General Meeting of Shareholders)

  7 years

• Attendance at Board of Directors meetings (73rd fiscal year)

  100.0% (18/18)

• Career Summary, and Position and Responsibility in the Company

  Oct. 1990 Joined Japan Cash Machine Co., Ltd.

  June 2007 Executive Officer and Deputy Executive General Manager of SCM Division of the Company

  May 2008 Deputy Executive General Manager of Engineering Division

  Nov. 2010 Representative Director of JCM CHINA CO., LTD.

  June 2015 In charge of Production of Creating and Manufacturing Division of the Company

  June 2016 Executive General Manager of Production Division

  June 2017 Executive General Manager of Second R&D Division

  June 2018 Senior Executive Officer

  Executive Director of JCM SYSTEMS Co., LTD. June 2019 Director and Senior Executive Officer of the

  Company

  Oct. 2021 In charge of Production (current position)

  Jan. 2022 Executive General Manager of Production Division (current position)

  Apr. 2026 Executive Director and Senior Executive Officer (current position)

  Reasons for nomination as candidate for Director

  Since joining the Company, Norihito Nakatani has engaged mainly in production-related operations, and then worked as the Representative Director of a subsidiary company that controls overseas production. Currently, he serves as Executive Director, responsible for the Production Division overseeing appropriate decision making and business execution based on relevant work experience. Since it is expected that he will continue to perform his duties appropriately and will contribute to sustained enhancement of the corporate value of the Group, we consider him a suitable candidate for Director. Accordingly, he is a proposed candidate for Director.

Candidate No.

5

Takatomo Imai

(February 28, 1961)

• Number of the Company’s Shares Owned

  8,300 shares

• Number of years served as Director (at the conclusion of this Ordinary General Meeting of Shareholders)

  1. years

• Attendance at Board of Directors meetings (73rd fiscal year)

  100.0% (18/18)

• Career Summary, and Position and Responsibility in the Company

  Sep. 2001 Joined Japan Cash Machine Co., Ltd.

  Oct. 2011 Deputy Executive General Manager of Finance and Accounting Division of the Company

  July 2016 Executive Officer, Deputy Executive General Manager of Corporate Planning Division (current position)

  July 2018 Senior Executive Officer

  Representative Director of JCM AMERICAN CORP. (current position)

  June 2023 Director and Senior Executive Officer of the Company

  Deputy Executive General Manager of Global Strategy Division (current position)

  In charge of Global Finance (current position)

  Apr. 2026 Executive Director and Senior Executive Officer (current position)

• Significant concurrent positions outside the Company

  Representative Director of JCM AMERICAN CORP.

  Reasons for nomination as candidate for Director

  Since joining the Company, Takatomo Imai has been involved mainly in accounting and finance, and in the management of an overseas subsidiary. Moreover, he has a track record and experience contributing to the Group, including serving as Representative Director of an overseas sales subsidiary. Currently, he serves as Executive Director, conducting appropriate decision-making and supervising business execution in the Global Finance area based on these duties, in order to stimulate further overseas expansion within the Group going forward. Since it is expected that he will continue to perform his duties appropriately and will contribute to sustained enhancement of the corporate value of the Group, we consider him a suitable candidate for Director. Accordingly, he is a proposed candidate for Director.

Candidate No.

6

Yasuyuki Fujiwara

(January 15, 1969)

• Number of the Company’s Shares Owned

  4,200 shares

• Number of years served as Director (at the conclusion of this Ordinary General Meeting of Shareholders)

  • years

• Attendance at Board of Directors meetings (73rd fiscal year)

  -% (-/-)

• Career Summary, and Position and Responsibility in the Company

  Apr. 1991 Joined Japan Cash Machine Co., Ltd.

  July 2018 General Manager of Engineering Department, Production Division

  June 2019 Executive Officer, Deputy Executive General Manager of First R&D Division

  Oct. 2021 Senior Executive Officer, General Manager of First R&D Division

  July 2022 In charge of Development (current position)

  July 2023 Senior Executive Officer, Executive General Manager of R&D Division (current position)

• Significant concurrent positions outside the Company

  Representative Director of J-CASH MACHINE (THAILAND) CO., LTD.

  Reasons for nomination as candidate for Director

  Since joining the Company, Yasuyuki Fujiwara has been engaged mainly in production engineering and research and development, and he also has a track record and experience contributing to the Group, including serving as Representative Director of an overseas software development subsidiary. He is an essential person for further strengthening the Group’s technological development and product competitiveness going forward, and he is expected to conduct appropriate decision-making and supervision of business execution based on these operations, and to carry out his duties appropriately. We have nominated him as a new candidate for Director because we have determined that he is suitable for the position of Director with a view to helping realize the Group’s sustainable increase in corporate value.

Candidate No.

7

Koji Yoshikawa

Reelection Outside

Independent

(February 8, 1950)

• Number of the Company’s Shares Owned

  -

• Number of years served as Director (at the conclusion of this Ordinary General Meeting of Shareholders)

  12 years

• Attendance at Board of Directors meetings (73rd fiscal year)

  100.0% (18/18)

• Career Summary, and Position and Responsibility in the Company

  Apr. 1978 Appointed Public Prosecutor, Osaka District Public Prosecutors Office

  Apr. 2000 Deputy Manager, Special Investigation Department, Osaka District Public Prosecutors Office

  Apr. 2004 Prosecutor, Supreme Public Prosecutors Office

  July 2005 Deputy Chief Public Prosecutor, Osaka District Public Prosecutors Office

  Jan. 2009 Chief Public Prosecutor, Kobe District Public Prosecutors Office

  Jan. 2010 Resigned from Prosecutor Mar. 2010 Registered as Attorney

  June 2014 Outside Director of the Company (current position)

• Significant concurrent positions outside the Company

  Attorney (Baba Law Firm)

  Reasons for nomination as candidate for Outside Director and summary of expected roles

  Although Koji Yoshikawa has not been directly involved in the management of a company, he has extensive knowledge and expertise as a judicial officer. He has been giving appropriate advice to the Group, which operates compliance-oriented management, such as maintaining licenses in the gaming market. Since it is expected that he will contribute to strengthening the function of supervising the execution of duties of other Directors and transparency of management, we consider him an appropriate candidate for Outside Director of the Company. Accordingly, he is a proposed candidate for Outside Director.

Candidate No.

8

Tatsuhiko Saruwatari

Reelection Outside

Independent

(March 1, 1953)

• Number of the Company’s Shares Owned

  -

• Number of years served as Director (at the conclusion of this Ordinary General Meeting of Shareholders)

  6 years

• Attendance at Board of Directors meetings (73rd fiscal year)

  94.4% (17/18)

• Career Summary, and Position and Responsibility in the Company

  Apr. 1976 Joined Toto Kiki Ltd. (current TOTO Ltd.)

  June 2001 Director, Executive Officer, Director of Equipment Business Group of the Same Company

  June 2002 Director, Managing Executive Officer, Director of Equipment Business Group, General Manager of Central Technology Center of the Same Company

  June 2006 Director, Senior Managing Executive Officer, In Charge of Research & Technology Group, Corporate Planning Department of the Same Company

  May 2013 Outside Audit & Supervisory Board Member of Izutsuya Co., Ltd.

  June 2013 Representative Director, Executive Vice President of TOTO Ltd.

  June 2016 Outside Audit & Supervisory Board Member of NORITAKE CO., LIMITED

  June 2020 Outside Director of the Company (current position)

  June 2023 Outside Director of NORITAKE CO., LIMITED (Audit & Supervisory Committee Member)

  Reasons for nomination as candidate for Outside Director and summary of expected roles

  Tatsuhiko Saruwatari has a wealth of experience and broad knowledge as a manager and is expected to provide advice and suggestions in management activities aimed at realizing the sustainable enhancement of the corporate value of the Group. In addition, we consider him an appropriate candidate for the position of Outside Director of the Company, who aims to strengthen the function of supervising the execution of duties of other Directors and further improve the transparency of management. Accordingly, he is a proposed candidate for Outside Director.

As the terms of all three (3) Directors who are Audit & Supervisory Committee Members will expire at the close of this Ordinary General Meeting of Shareholders, we are seeking the election of three (3) Directors who are Audit & Supervisory Committee Members, including two (2) Outside Directors.

In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal. Each candidate is nominated at the Board of Directors meeting based on the report of the Nomination and Remuneration Advisory Committee, which is chaired by an Independent Outside Director and the majority of its members are Outside Directors to ensure fairness and transparency.

Candidates for the role of Directors who are Audit & Supervisory Committee Members are as follows:

Candidate No.

1

Michimasa Teraoka

(May 17, 1960)

• Number of the Company’s Shares Owned

  42,731 shares

• Number of years served as Director and Audit & Supervisory Board Member (at the conclusion of this Ordinary General Meeting of Shareholders)

• Career Summary, and Position and Responsibility in the Company

  June 1980 Joined Japan Cash Machine Co., Ltd.

  June 2006 Executive Officer and Deputy Executive General Manager of Administration Division

  June 2007 Senior Executive Officer and Executive General Manager of Administration Division

  June 2014 Executive Director of JCM SYSTEMS Co., LTD.

  7 years

  (5 years as Full-time Audit & Supervisory Board Member and 2 years as Director (Full-time Audit & Supervisory Committee Member))

  • Attendance at Board of Directors meetings (73rd fiscal year)

    100.0% (18/18)

  • Attendance at Audit & Supervisory Committee Meetings (73rd fiscal year)

    100.0% (14/14)

    June 2017 Senior Executive Officer

    General Manager of Domestic Business Strategy Department, Corporate Planning Division

    June 2018 In charge of Risk Management and Internal Audit June 2019 Full-time Audit & Supervisory Board Member

    June 2024 Director of the Company (Full-time Audit & Supervisory Committee Member) (current position)

    Reason for nomination as candidate for Director who is an Audit &

    Supervisory Committee Member

    Since joining the Company, Michimasa Teraoka has been engaged for many years in administrative operations centered on finance and accounting, and he possesses extensive experience and a strong track record in these areas. In addition, he has served as the person responsible for risk management and internal audit operations, giving him a thorough understanding of the business activities of the entire Group. He also has appropriate audit experience based on his service as Full-time Audit & Supervisory Board Member and as Director who is a Full-time Audit & Supervisory Committee Member. Going forward, Mr. Teraoka is expected to utilize his knowledge and experience as a Director who is a member of the Audit & Supervisory Committee to demonstrate highly effective audit and supervisory functions over business execution. Therefore, we consider him an appropriate candidate for the role of Director who is an Audit & Supervisory Committee Member. Accordingly, he is proposed to continue serving as a candidate for Director who is an Audit & Supervisory Committee Member.

Candidate No.

2

Yoko Sato

Reelection Outside

Independent

(July 23, 1960)

• Number of the Company’s Shares Owned

  -

• Number of years served as Director and Audit & Supervisory Board Member (at the conclusion of this Ordinary General Meeting of Shareholders)

• Career Summary, and Position and Responsibility in the Company

  Sep. 1986 Joined Showa Ota & Co. (current Ernst & Young ShinNihon LLC)

  Mar. 1990 Registered as Certified Public Accountant

  May 2011 Appointed as Senior Partner of Ernst & Young ShinNihon LLC

  June 2019 Left Ernst & Young ShinNihon LLC

  6 years

  (4 years as Outside Audit & Supervisory Board Member and 2 years as Outside Director (Audit & Supervisory Committee Member))

  • Attendance at Board of Directors meetings (73rd fiscal year)

    100.0% (18/18)

  • Attendance at Audit & Supervisory Committee Meetings (73rd fiscal year)

    100.0% (14/14)

    Sep. 2019 Representative of Yoko Sato Certified Public

    Accountant Office (current position)

    June 2020 Outside Audit & Supervisory Board Member of the Company

    June 2024 Outside Director of the Company (Audit & Supervisory Committee Member) (current position)

• Significant concurrent positions outside the Company

  Certified Public Accountant (Representative of Yoko Sato Certified Public Accountant Office)

  Outside Director of TOCALO Co., Ltd.

  Outside Director of Sanyo Electric Railway Co., Ltd.

  Reasons for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member and summary of expected roles

  Although Yoko Sato does not have direct experience in corporate management, she has long been engaged in audit operations as a certified public accountant and possesses advanced professional expertise in finance and accounting as well as extensive audit experience. In addition, in her current role as Outside Director who is an Audit & Supervisory Committee Member, she conducts audits of Directors’ execution of duties from an objective and professional standpoint, while also providing appropriate advice and recommendations, thereby contributing to ensuring the soundness of the Company’s management. Going forward, Ms. Sato is expected to utilize her knowledge and experience as an Outside Director who is a member of the Audit & Supervisory Committee to demonstrate highly effective audit and supervisory functions over business execution. Therefore, we consider her an appropriate candidate for the role of Outside Director who is an Audit & Supervisory Committee Member. Accordingly, she is proposed to continue serving as a candidate for Outside Director who is an Audit & Supervisory Committee Member.

Candidate No.

3

• Number of the Company’s Shares Owned

  -

• Number of years served as Director and Audit & Supervisory Board Member (at the conclusion of this Ordinary General Meeting of Shareholders)

  • years

• Attendance at Board of Directors meetings (73rd fiscal year)

  -% (-/-)

• Attendance at Audit & Supervisory Committee Meetings (73rd fiscal year)

  -% (-/-)

  Yuki Kawata

  New election

  Outside

  (April 22, 1986)

• Career Summary, and Position and Responsibility in the Company

  Dec. 2013 Registered as Attorney Jan. 2014 Joined Kitahama Partners

  Jan. 2025 Kitahama Partners, Partner (current position)

• Significant concurrent positions outside the Company

Attorney (Kitahama Partners)

(Reference) Composition of the directors if and when Proposal 1 and Proposal 2 are approved as proposed

The Company selects Directors after the Nomination and Remuneration Advisory Committee examines and reports on the skills, know-how, diversity, etc. that the Board of Directors should possess in light of the Group’s business strategy, based on the experience and achievements of each candidate.

Skill Matrix of Directors at the Time of this General Meeting of Shareholders

Abbreviations for the above positions are as follows. (Positions)

Audit & Supervisory Committee

Nomination and

Member

Outside Officer

Remuneration Advisory Committee

Outside Officer Council

23

(Reference)

Standards for Determining Independence of Outside Directors

The Company has established the following standards on independence of Outside Directors, and if it is found that none of the following items apply to an Outside Director as a result of investigations conducted to the extent reasonably possible in the Company, the Outside Director is deemed to have adequate independence from the Company.

1. An executive (meaning Executive Directors, Executive Officers and employees (excluding Audit & Supervisory Board Members); the same applies below) of the Company and the Company’s consolidated subsidiaries (hereinafter collectively referred to as the “Group”), or a person who has been an executive of the Group in the past ten years

2. A person who is a major seller to the Group (a trading group (meaning a corporate group made up of direct business partners, their parent company and subsidiaries, and the subsidiaries of said parent company; the same applies below) providing products or services to the Group, where the transaction amount in the most recent fiscal year exceeds 2% of the consolidated net sales of said group) or an executive thereof

3. A major purchaser of the Group (a purchaser group to which the Group provides products or services, where the transaction amount in the most recent fiscal year exceeds 2% of the consolidated net sales of the Group) or an executive thereof

4. A legal expert, accounting expert, consultant, or advisor (if the party obtaining an economic benefit is an organization such as a corporation or association, a person belonging to the organization) who receives a large sum of money or other economic benefit (meaning money or other economic benefit exceeding 5 million yen per year in the case of an individual or 12 million yen per year in the case of a group, excluding officer remuneration, in the most recent fiscal year) separate from officer remuneration from the Group

5. A person who belongs to an audit firm conducting statutory audits of the Group

6. A person who receives donations or subsidies exceeding a certain amount (ten million yen per year on average over the past three fiscal years) from the Company (if the party receiving the donations or subsidies is an organization such as a corporation or an association, an executive of the organization)

7. An executive of a major financial institution from which the Group conducts borrowing (a financial institution from which the amount of borrowing at the end of the most recent fiscal year exceeds 2% of the consolidated total assets of the Company) or the parent company or a subsidiary thereof

8. A major shareholder (a person who directly or indirectly holds a percentage of voting rights that is 10% or more of the total voting rights at the end of the most recent fiscal year) of the Group, or if the major shareholder is a corporation, an executive of the corporation

9. An executive of another company with mutual appointment of Outside Officers (a relationship in which an executive of the Group is an Outside Officer of another company, and an executive of another company is an Outside Officer of the Company)

10. A person who has fallen under 2 through 9 above during the past five years

11. The spouse or a relative within the second degree of kinship of a person falling under 1 through 10 above (limited to persons in important positions (limited to Directors (excluding Outside Directors), Executive Officers, employees in senior managerial positions of general manager or higher, attorneys who belong to a law firm, certified public accountants who belong to an audit firm or accounting office, officers such as councilors, directors and auditors who belong to an incorporated foundation, an incorporated association, an incorporated educational institution or other corporation, or a person objectively and reasonably deemed to have equivalent importance))

12. Beyond what is provided for in the preceding items, a person who has special grounds for being unable to fulfill his/her duties as an independent Outside Officer such as the potential for the occurrence of a conflict of interests with the Company

Even if a person falls under any of 2 through 11 above, if the person satisfies the requirements for an outside director under the Companies Act and is deemed by the Company to be suitable as an independent Outside Director, the person may be exceptionally nominated as a candidate for independent Outside Director by indicating the reason for the decision.

The Company received shareholders’ approval at the 71st Ordinary General Meeting of Shareholders, held on June 25, 2024, that the limit on basic remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members; hereinafter the same in this proposal) shall be within 270 million yen per year (including a limit of 40 million yen for Outside Directors but excluding salaries for Directors who concurrently serve as employees).

Now we seek approval to revise this limit to 390 million yen per year (including up to 40 million yen for Outside Directors, but excluding salaries for Directors who concurrently serve as employees), and to have the specific amounts and timing of payments for each Director determined by resolution of the Board of Directors. These changes are intended to revise the remuneration system, giving weight to the promotions among Directors and increase in the number of Directors, increasing their motivation to achieve the targets set forth in the recently formulated Medium-Term Management Plan, JCM Global Vision 2032 –Next Growth Stage–, and setting competitive remuneration levels compared with competitors among manufacturing companies in Japan and overseas.

The Company currently has seven (7) Directors. If Proposal 1 (Election of Eight (8) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)) is approved as proposed, the number of Directors will be eight (8), including two (2) Outside Directors.

The amount of remuneration, etc. related to this proposal consists of fixed remuneration and performance-linked remuneration aligned with indicators that contribute to the Company’s business performance and the enhancement of medium- to long-term corporate value, in accordance with the Company’s basic policy on Directors’ remuneration. It has been set with comprehensive consideration for the Company’s size, the composition of its officers, future business development, and other relevant factors, and is considered appropriate because it has been determined by the Board of Directors based on the report of the non-statutory Nomination and Remuneration Advisory Committee, which is chaired by an Independent Outside Director and whose members consist of a majority of Outside Directors.

Having obtained approval by resolution of the 53rd Ordinary General Meeting of Shareholders held on June 28, 2006, as a measure for enhancing the Company’s corporate value, as well as for ensuring and improving the common interests of the shareholders, the Company introduced countermeasures against Large-Scale Purchases of the Company’s shares (takeover defense measures) for the purpose of preventing abusive acquisition of the Company and other hostile actions. Subsequently, the continuation of the policy was approved by shareholders most recently at the 70th Ordinary General Meetings of Shareholders, as part of the contents were revised as necessary in consideration of various developments about takeover defense measures (hereinafter referred to as the “Current Plan”). The effective period of the Current Plan will expire at the conclusion of the 73rd Ordinary General Meeting of Shareholders to be held on June 24, 2026 (hereinafter referred to as “this Ordinary General Meeting of Shareholders”).

After the continuation of the Current Plan was approved, the Company has explored the best way to implement it, including the pros and cons of having it from the perspective of enhancing corporate value, as well as ensuring and improving the common interests of the shareholders, taking into account changes in social and economic conditions, and developments in various arguments on takeover defense measures.

As a result, at the Board of Directors Meeting held on May 21, 2026, the Company decided to continue the Current Plan after the necessary revisions on the condition that shareholders at this Ordinary General Meeting of Shareholders approve it as an effort to prevent an inappropriate person from controlling the decisions on the financial and business policies of the Company (Article 118, Item (iii) (b) (2) of the Regulations for Enforcement of the Companies Act) in light of the Basic Policies related to the way the persons are to control the decisions on the financial and business policies of the Company (hereinafter the “Basic Policies”), provided by Article 118, Item (iii) of the Regulations for Enforcement of the Companies Act (hereinafter, the Current Plan is referred to as “this Plan” after its continuation). As such, the Company proposes the Proposal 4.

At the above meeting of the Board of Directors, the continuation of this Plan was unanimously approved and passed by all ten Directors (including four Independent Outside Directors and three Audit & Supervisory Committee Members), and the Audit & Supervisory Committee, which consists of three members including two Independent Outside Directors, also expressed its approval of this Plan, provided that the concrete implementation of this Plan is carried out appropriately.

The major details for changes in this Plan are as follows.

1. In regard to the medium-term management plan, we have updated the details of the new three-year plan for the period from the fiscal year ending March 31, 2027 to the fiscal year ending March 31, 2029, which was announced on May 21, 2026.

2. As the criteria to be used in determining whether a party falls under the category of “Large-Scale Purchase” or “Non-Qualified Person,” and whether such party has “substantial control” or is “acting jointly or in concert,” the Company has prepared the “Criteria for Determining Joint or Concerted Actions,” as set out in [Attachment 1].

3. We also reworded some sections.

1. Basic Policies Related to the Way the Persons who Control the Decisions on the Financial and Business Policies of the Company

   The Company believes that the person who controls the decision on the financial and business policies of the Company needs to be one who fully understands details of finance and business, the origin of the Company’s corporate value, and the relationships of trust with each of the stakeholders who support the Company, and who sincerely aims to continuously secure and enhance the Company’s corporate value, and also the common interests of its shareholders.

   Since the Company is a listed company, the purchase and sale of the Company’s shares are, in principle, made at the discretion of shareholders and investors, and we believe that the decision whether or not to accept a proposal to purchase a large number of shares, which would involve a transfer of control of the company, should ultimately be made based on the consensus of the shareholders. Even if it is a Large-Scale Purchase of shares of the Company, if it contributes to the improvement of the Company’s corporate value and ultimately to the common interests of shareholders, we do not deny this, nor do we deny the significance and effect of revitalizing corporate activities through changes in management control.

   However, in recent years, there has been a trend in Japan’s capital markets to suddenly, hostilely and unilaterally purchase a large number of shares without prior consultation or agreement with the management of the target company. Among the unilateral purchases of a large number of shares, we believe there may be purchases that significantly damage the enhancement of the corporate value of the target company and consequently the common interests of its shareholders, such as those that target only businesses, assets, technology or know-how in a specific field, or that would obviously damage the corporate value of the target company and consequently the common interests of its shareholders due to the purpose of the purchase; those that may effectively force shareholders to sell their shares; those that do not provide sufficient time or information to consider the Large-Scale Purchase for the Board of Directors or shareholders of the target company or to propose an alternative proposal for the Board of Directors of the target company; and those that do not show a sincere intention to conduct reasonable management activities.

   As part of the responsibility of the management entrusted by the Company’s shareholders, the Company has made efforts to conduct investor relations activities so that the Company’s shareholders and investors can understand the appropriate value of the Company’s shares. However, the Company believes that it is essential that appropriate and sufficient information be provided by both the Large-Scale Purchaser and the Board of Directors of the Company to the shareholders who are required to make an appropriate decision in a short period of time on the appropriateness of the price for the acquisition of the Company’s shares presented by the Large-Scale Purchaser (defined in III. 2. (1) below; the same shall apply hereinafter) in the event of a Large-Scale Purchase such as a sudden large-scale acquisition of the Company’s shares (defined in III. 2. (1) below; the same shall apply hereinafter). Furthermore, the Company believes that information such as the impact of the Large-Scale Purchase on the Company, the management policy of the Large-Scale Purchaser when it participates in the management of the Company, the details of the Large-Scale Purchaser’s business plan, the Large-Scale Purchaser’s past investment behavior, and the opinion of the Board of Directors of the Company regarding the Acquisition will be the material information for making decision to the Company’s shareholders. With respect to this, although there is a certain mechanism for providing information under the tender offer regulations of the current Financial Instruments and Exchange Act, the number of questions to the Large-Scale Purchaser in the Opinion Report, as permitted under the Financial Instruments and Exchange Act, is limited to one time, and the Large-Scale Purchaser is not required to provide sufficient answers to such questions, and it is possible for the Large-Scale Purchaser not to provide answers with reasons. Therefore, it cannot be denied

   that even in the case of a Large-Scale Purchase to which the Tender Offer Regulations apply, there may be cases in which shareholders are required to respond to the pros and cons of the Tender Offer without providing sufficient information and without securing sufficient time for shareholders to consider whether or not to accept the Tender Offer.

   As a result of considering the above situation, the Company believes that it is necessary for a Large-Scale Purchaser to provide the Board of Directors in advance with information necessary and sufficient for the shareholders to make a decision on the purchase in accordance with certain reasonable rules established and disclosed in advance by the Company, and to allow the Large-Scale Purchaser to commence the Large-Scale Purchase only after a certain Assessment Period has elapsed at the Board of Directors.

   In addition, as mentioned above, it cannot be said that there are no Large-Scale Purchases that would cause irreparable damage to the Company, such as significant damage to the corporate value of the Company and the common interests of its shareholders. The Company recognizes that it is its natural responsibility as a person entrusted with the management of the Company to protect the corporate philosophy and brand of the Company and the interests of its shareholders and other stakeholders from such Large-Scale Purchases.

   In order to fulfill the above responsibilities, the Board of Directors believes that it is necessary to determine whether or not a Large-Scale Purchaser who intends to acquire a large number of the Company’s shares is appropriate as a person who controls decisions on the Company’s financial and business policies, after carefully considering the impact of such acquisition on the enhancement of the corporate value of the Company and the common interests of its shareholders, based on the details of the Large-Scale Purchaser’s business, future business plans, past investment behavior, and other factors, and that it is necessary to take measures that the Board of Directors considers appropriate in accordance with certain reasonable rules established and disclosed in advance in order to enhance the corporate value of the Company and, by extension, ensure the common interests of its shareholders.

2. The Source of the Company’s Corporate Value and Special Efforts that Contribute to Putting the Basic Policies into Practice

   1. The source of the Company’s corporate value

      Since its founding in 1955, the Company, as a group, has pursued a unique business model by developing, manufacturing, and selling money handling units for the gaming market and commercial market (retail, financial, transportation, etc.) including a variety of vending machines, payment machines and information terminals, as well as a broad range of labor-saving machines for handling money to all markets in the world and similar products through carrying out basic research and technology development with an eye on the future on the strength of technological capability and a huge amount of monetary data accumulated from the past related to currency validation and transport, that we have built over decades, as well as on a stable financial standing.

      In addition, the Company has obtained more than 195 gaming licenses through rigorous screening of the

      Company and its management team by the Gaming Commission of each U.S. state, and boasts a high share of the U.S. gaming market based on its credibility as a compliance-oriented company.

      The Company has contributed to the development of the economy and society through these unique businesses while helping build a social environment that meets the needs of the times and security systems by developing hybrid products with bill validator units that respond to the emergence of cashless payments, and system products that integrate bill transport technology and cash deposit function. The Company will continue

      to make efforts to broadly promote our high-quality, high-performing products to various markets and to increase their adoption in various fields.

   2. Outline of efforts to maximize corporate value

      1. Formulation of a medium-term management plan

         The Company is currently conducting its business activities under the following Basic Policies and priority measures set forth in the Medium-Term Management Plan “JCM Global Vision 2032 –Next Growth Stage–” (hereinafter referred to as the “Current Medium-Term Management Plan”) which ends in fiscal 2028 (the fiscal year ending March 2029), announced on May 21, 2026.

         [Basic Policies]

         Anticipating sustainable growth in the future, the Company clarified basic policies and key priorities toward achieving the Company’s Vision for 2032 in the former Medium-Term Management Plan. Under the Current Medium-Term Management Plan, we will also continue to steadily promote measures toward achieving our Vision.

         1. “Continuing to be a company that earns customer trust in the diversified field of money transactions (payment settlement).”

         2. “Aiming to establish a name for ourselves in new business domains.”

         The three years of the Current Medium-Term Management Plan are positioned as a period for converting results of planting seeds during the three years of the former Medium-Term Management Plan into an earnings base for the commercial business in order to achieve this Vision for 2032.

         While establishing the commercial business as the next pillar of revenue based on stable revenue generated by the global gaming business, our core business, we strive to maximize our corporate value by strengthening each of the business portfolio, capital allocation, human resources, and sustainability fields.

         The priority measures to achieve this are as follows:

         [Priority Measures]

         “Based on stable revenue of existing businesses, we will maximize our corporate value through growth investments, business transformation, and reinforcement of the management foundation.”

         1. Expand existing businesses

         2. Establish a new earnings base

         3. Transform the business portfolio

         4. Ensure disciplined cash allocation

         5. Strengthen human resource strategy and human capital

         6. Advance sustainability management

            	FY2026 (Ending March 2027)	FY2027 (Ending March 2028)	FY2028 (Ending March 2029)
            Net sales	39,000 million yen	41,000 million yen	42,000 million yen
            Operating profit	3,000 million yen	3,700 million yen	4,100 million yen
            Profit attributable to owners of parent	2,300 million yen	2,600 million yen	2,900 million yen

            [Quantitative Targets] Consolidated performance

            [Main Management Metrics]

            • Net sales (CAGR): 10% (FY2025–FY2028)

            • Operating profit margin: 10% (FY2028)

            • ROE: 8% (FY2028)

            • International commercial business sales ratio: 38% (FY2028) *FY2025: 15%

      2. Strengthening of corporate governance

         In June 2006, the Company introduced an executive officer system to separate management oversight functions from business execution functions and has made a series of reforms to corporate governance in pursuit of the most appropriate style for the Company. In June 2014, the Company introduced an Outside Director system to strengthen the supervisory function of Directors over the execution of business and to improve management transparency. We currently have four Outside Directors, two of whom (including one woman) are Outside Directors serving as Audit & Supervisory Committee Members, as we work to ensure diversity in the Board of Directors and to strengthen the supervisory function.

      3. Policy for shareholder returns

      Regarding the shareholder return policy, the Company had set a goal of deciding the policy with a minimum consolidated dividend payout ratio of 30% as the basis and with the ratio of dividends to net assets in mind, while considering both an increase in dividend amounts through expanding profits via the realization of our growth strategy, and stable payment of dividends as returning profits to the shareholders. However, in accordance with the Medium-Term Management Plan and in our efforts to increase its earnings, we have changed the dividend policy going forward to “a consolidated dividend payout ratio of 50% or higher” to further enhance the return of profits to shareholders.

3. Efforts to Prevent an Inappropriate Person from Controlling the Decisions on the Financial and Business Policies of the Company considering the Basic Policies

   1. Purpose of the continuation of this Plan

This Plan is intended to be continued for the purpose of enhancing the Company’s corporate value and ultimately, improving the common interests of the shareholders in accordance with the Basic Policies described in I.

The Board of Directors of the Company has concluded that it is essential to have in place a framework for preventing Large-Scale Purchases of shares that conflict with the corporate value and ultimately, the common interests of the shareholders. Under the framework, in the case of a Large-Scale Purchase of shares of the Company, the Board of Directors will have the Large-Scale Purchaser provide information on the said Large-Scale Purchase in advance, and thereby, the shareholders can decide whether or not to accept the Large-Scale Purchase, or the Board of Directors of the Company can either secure the time necessary to make alternative proposals or negotiate with the Large-Scale Purchaser on behalf of the shareholders.

The situation of major shareholders of the Company as of March 31, 2026 is as described in “2. Current Status of the Company (1) Status of shares (4) Major shareholders (top ten)” of the Business Report. As of the date stated above, approximately 25% of the total Company shares issued are held by the Company’s board members (six Directors and seven Executive Officers) and their related parties (one asset management firm, the employee shareholding association, and one relative within a second degree of kinship with a Director).

However, the Company is listed on a stock exchange. Therefore, it is natural that shares of the Company