February 20, 2023
Kidswell Bio Corporation
Code: 4584 (TSE Mothers)
Masaharu Tani, President & CEO

The Company’s opinion on Glass Lewis’ voting recommendation on the agenda item to beproposed at the extraordinary general meeting of shareholders
Tokyo, February 20, 2023 –As announced in the “Announcement of request for convocation ofextraordinary meeting of shareholders” dated December 6, 2022, and “The Company’s opinion onshareholders’ proposal” dated January 13, 2023, election of one outside director will be placed on theagenda at the Company’s extraordinary general meeting of shareholders to be held on February 28, 2023.
With respect to the above, Glass, Lewis & Co. (hereafter GL) has issued a report recommending voting“AGAINST” the shareholder’s proposal and voting “FOR” the Company’s management proposal.
1. GL Report Voting Recommendation
Resolution of theProposal

Candidate

KWB’s Board ofDirectors

GL Report Voting
Recommendation<Proposal of Shareholders>Election of One (1) Director

Mr. Koichi Otomo

AgainstAgainst(outside)

2. About GL Report
As a premise for considering the shareholder proposal, GL generally believes managements and the board
are in the best position to make decisions regarding a company's business operations, a corporate strategy,etc., except the case that any evidence of egregious or illegal conduct that threatens shareholder value
would be presented. GL is therefore hesitant to recommend opposition to management’s strategy, orsupport for a countervailing perspective. Please refer to the following three points as GL recommendations.

I.

Although the Company has experienced some substantial downwards pressures on its share pricewithin the year, its 1-year, 3-year and 5-year TSRs of –46.2%, -73.4% and –81.0%, GL does notbelieve the proponent has presented a sufficiently strong quantitative case to convincingly suggestthat his proposed directorship and PR strategy would serve to improve medium-to-long term
performance and shareholder returns.

II.

GL believes the board’s present strategy to focus on research and development to promote thecreation of new medical treatment methods in cell therapy is reasonable.

III. Given the board’s view that Mr. Otomo lacks the required skills to be additive to the board in terms ofpursuing the board's present strategy, GL does not believe sufficient evidence has been presented toclearly show any potential deficiencies on the board which Mr. Otomo’s appointment might serve toremedy.
3. The Company’s opinion on GL report
As one of the well-known global proxy advisors, the Company appreciates that GL has reached the sameconclusion as the Board of Directors of the Company.

About Kidswell Bio Corporation (KWB)
Kidswell Bio Corporation will challenge pediatric disease as a new field, in addition to intractable and rarediseases on which KWB has also been focusing for R&D. We would like to contribute to children who
have hopes and dreams for their bright future. Furthermore, with our biotech expertise and children’s
potential vital force such as SHED, stem cell from exfoliated deciduous teeth, we envision creating new
pharmaceuticals and therapeutics for all people under “Kids Well, All Well.”Contact:
Kidswell Bio Corporation
Tel: +81-3-6222-9547

Mail: info@kidswellbio.com

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