GNI Group Ltd. — Major Shareholding Notification 2026

Jun 5, 2026

GNI

June 5, 2026

Company Name: GNI Group Ltd.

Representative: Director, Representative Executive Officer,

President and CEO

Ying Luo, PhD

(Security Code: 2160, TSE Growth)

Contact Person: Director, Representative Executive Officer,

Vice President

Ryosuke Matsui

(TEL. 03-6214-3600)

Notice Concerning Expected Change in Major Shareholder and Largest Major Shareholder

(Note) This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the Japanese original shall prevail.

GNI Group Ltd. (the "Company") hereby announces that a change in its major shareholder and largest major shareholder is expected to occur as set forth below.

1. Background to the Change

As described in the press release titled "Notice Concerning Acquisition of All Shares of AYUMI Pharmaceutical Holdings KK (Conversion into a Wholly Owned Subsidiary) and Issuance of New Shares by Third-Party Allotment (Contribution in Kind)" dated June 5, 2026, the Company has resolved to acquire all shares of AYUMI Pharmaceutical Holdings KK ("AYUMI Pharmaceutical Holdings") and to issue new shares through a third-party allotment (hereinafter the "Issuance of New Shares") to the shareholders of AYUMI Pharmaceutical Holdings, namely BCP Asia AYM Holding (Cayman) L.P., TOHO HOLDINGS CO., LTD., and Hisamitsu Pharmaceutical Co., Inc. As a result of the Issuance of New Shares, BCP Asia AYM Holding (Cayman) L.P. is expected to become a major shareholder of the Company and the largest shareholder among the major shareholders, and accordingly, a change in the Company's major shareholders and the largest shareholder among the major shareholders is expected.

2. Outline of the Shareholder Subject to the Change

(1)	Company name	BCP Asia AYM Holding (Cayman) L.P.
(2)	Location	Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
(3)	Governing law, etc.	Exempted limited partnership under the laws of the Cayman Islands
(4)	Purpose of formation	Investment
(5)	Date of formation	February 27, 2019
(6)	Total amount of contributions	Not stated, as consent to disclosure has not been obtained.

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(7) Contribution ratios and contributors	Not stated, as consent to disclosure has not been obtained.
(8) Outline of general partner	Name	BCP VII/BCP Asia Holdings Manager (Cayman) L.L.C.
	Location	Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
	Title and name of representative	Authorized signatory: Robert Brooks
	Business description	Operation and management of investment partnership assets
	Capital	Not stated, as consent to disclosure has not been obtained.
(9) Outline of agent in Japan	Not applicable.
(10) Relationship between the Company and the fund	Relationship between the Company and the fund	Not applicable.
	Relationship between the Company and the general partner	Not applicable.
	Relationship between the Company and the agent in Japan	Not applicable.

(Note) The amount of contributions, principal contributors and contribution ratios of BCP Asia AYM Holding (Cayman) L.P., as well as the capital, principal contributors and contribution ratios of its general partner, are not stated because consent to disclosure has not been obtained. The Company has been informed that the reason consent to disclosure has not been given is that, as BCP Asia AYM Holding (Cayman) L.P. is a privately held entity that does not accept external capital, information concerning its capital structure, capital and contributions is highly confidential. BCP Asia AYM Holding (Cayman) L.P. is an exempted limited partnership established under the laws of the Cayman Islands, all of the interests of which are indirectly held by private equity funds managed, advised or operated by Blackstone. "Blackstone" collectively refers to Blackstone Inc., its affiliates and other related entities.

1. Number of Voting Rights Held by the Shareholder and Ratio to Total Voting Rights Before and After the Change

	Number of voting rights (Number of shares held)	Ratio to total voting rights of all shareholders*	Ranking among shareholders
Before change (as of March 31, 2026)	0 voting rights (0 shares)	—	—
After change	69,820 voting rights (6,982,004 shares)	10.63%	1st

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(Notes)

1. The percentage of voting rights is rounded to two decimal places.

2. The percentage of voting rights after the change is calculated based on the total number of voting rights of all shareholders as of March 31, 2026 (557,227 voting rights), plus the number of voting rights to be newly issued through the Issuance of New Shares (99,742 voting rights), totaling 656,969 voting rights.

3. Scheduled Date of Change

From June 30, 2026 to September 30, 2026

1. Future Outlook

The change is not expected to have any impact on the Company’s management structure, business results or other matters.