Full Press Release Details
ANNUAL GENERAL AND SPECIAL MEETING
GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
Management Proxy Circular,
along with accompanying
materials, require your immediate attention.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE IN FAVOUR OF ALL PROPOSED RESOLUTIONS.
YOUR VOTE IS IMPORTANT.
GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN
that the annual general and special meeting (the "Meeting") of shareholders of Aeterna Zentaris Inc. (the "Corporation"
or "Aeterna Zentaris") will be held on Wednesday, June 14, 2023, at 10:00 a.m. (Eastern time). The Meeting will be
a virtual meeting conducted via live audio webcast. Shareholders can access the Meeting by visiting www.virtualshareholdermeeting.com/AEZS2023.
The Meeting is being held for the following purposes:
for the determination of shareholders of Aeterna Zentaris entitled to receive notice of and to vote at the Meeting is May 10, 2023.
Meeting will be held virtually on the Internet. Shareholders will not be able to attend the Meeting in person. Shareholders (both registered
and non-registered) who choose to attend the Meeting will do so by accessing a live audio webcast of the Meeting via the Internet. To
attend the Meeting, shareholders will need to visit www.virtualshareholdermeeting.com/AEZS2023 and
check-in using the control number included either on your proxy form or voting instruction form, as applicable. The Meeting platform
is fully supported across browsers and devices running the most updated version of applicable software plugins. You should ensure you
have a strong, preferably high-speed, Internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly
at 10:00 a.m. (Eastern time) on Wednesday, June 14, 2023. Online check-in will begin 15 minutes prior, at 9:45 a.m. (Eastern time). You
should allow ample time for online check-in procedures.
www.virtualshareholdermeeting.com/AEZS2023, shareholders will be able to listen to the Meeting
live, submit questions and registered shareholders and duly appointed proxyholders will be able to submit their vote while the Meeting
is being held. We believe that hosting the Meeting virtually will enable increased shareholder attendance from locations around the world
and encourage more active shareholder engagement and participation at the Meeting.
If you are unable to attend the
Meeting or if you wish to vote in advance of the Meeting, please carefully follow the instructions on the proxy or voting instruction
form. Shareholders that hold their common shares with a bank, broker or financial intermediary and wish to vote at the Meeting must carefully
follow the instructions provided by their intermediary. In order to be effective, proxies must be received by the Chair of the Meeting
no later than 10:00 a.m. (Eastern time) on June 12, 2023 or no later than 48 hours prior to any adjournment or postponement of the Meeting.
The time limit for the deposit of proxies may be waived by the Chair of the Meeting without notice. If you are attending the Meeting,
please log-on to the virtual meeting platform in advance to ensure that your vote will be counted.
As shareholders of Aeterna Zentaris,
it is very important that you read the management proxy circular of the Corporation dated May 9,
2023 and other Meeting materials carefully. Even if you intend to attend the Meeting, it is recommended that you vote in advance to
ensure that your vote is received before the Meeting. To cast your vote by telephone or Internet, please have your proxy card or voting
instruction form in hand and carefully follow the instructions contained therein. Your telephone or Internet vote authorizes the named
proxies to vote your common shares in the same manner as if you mark, sign and return your proxy card.
By order of the Board of Directors,
| /s/ Carolyn S. Egbert | |
| Chair of the Board | |
| Toronto, Ontario | |
| May 9, 2023 |
| SECTION 1 - INTRODUCTION | 1 |
| SECTION 2 - INFORMATION CONCERNING VOTING AT THE MEETING | 1 |
| SECTION 3 - VOTING SHARES, QUORUM AND PRINCIPAL SHAREHOLDERS | 3 |
| SECTION 4 - PRESENTATION OF THE FINANCIAL STATEMENTS | 4 |
| SECTION 5 - ELECTION OF DIRECTORS | 4 |
| SECTION 6 - DISCLOSURE OF COMPENSATION | 7 |
| SECTION 7 - PENSION PLAN BENEFITS | 21 |
| SECTION 8 - EMPLOYMENT, CHANGE OF CONTROL AND CONSULTING AGREEMENTS | 23 |
| SECTION 9 - APPOINTMENT OF AUDITORS AND AUDIT COMMITTEE DISCLOSURE | 24 |
| SECTION 10 - STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 26 |
| SECTION 11 - INDEBTEDNESS OF DIRECTORS AND OFFICERS | 26 |
| SECTION 12 - INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS | 26 |
| SECTION 13 - SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING OF SHAREHOLDERS | 26 |
| SECTION 14 - ADDITIONAL INFORMATION | 27 |
| SECTION 15 - DIRECTORS APPROVAL | 27 |
| Schedule A | Statement of Corporate Governance Practices | A-1 |
| Schedule B | Mandate of the Board of Directors | B-1 |
| Schedule C | Audit Committee Charter | C-1 |
| Schedule D | Mandate of the Nominating, Governance and Compensation Committee | D-1 |
SECTION 1 - INTRODUCTION
This management proxy circular
(this "Circular") is being furnished in connection with the solicitation of proxies by and on behalf of the
management of Aeterna Zentaris Inc. (the "Corporation", "Aeterna Zentaris", "we"
or "our") for use at the annual general and special meeting of our shareholders (the "Meeting")
and any adjournment(s) or postponement(s) thereof. No person has been authorized to give any information or to make any representation
in connection with any matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any
such information or representation must not be relied upon as having been authorized.
The Meeting will be held on
Wednesday, June 14, 2023 at 10:00 a.m. (Eastern time). The Meeting will be a virtual meeting conducted
via live audio webcast. Shareholders will not be able to attend the Meeting in person. Shareholders (both registered and non-registered)
can access the Meeting by visiting www.virtualshareholdermeeting.com/AEZS2023.
A summary of the information that shareholders will need to attend the Meeting online is provided below.
We may solicit proxies by telephone,
Internet or mail. We will bear the entire cost of any such solicitation. We may also reimburse brokers and other persons holding our common
shares (the "Common Shares") in their names, or in the names of nominees, for their costs incurred in sending proxy
materials to registered or non-registered owners and obtaining their proxies or voting instructions.
Information contained in this
Circular is given as of May 9, 2023 unless otherwise specifically stated. Our directors and executive officers are generally paid in their
home country currency. Unless otherwise indicated, all compensation information included in this document is presented in U.S. dollars
and, to the extent a director or officer has been paid in a currency other than U.S. dollars, the amounts have been converted from such
person's home country currency to U.S. dollars based on the following annual average exchange rates: for the financial year ended
December 31, 2022: 1.000 = U.S.$1.053 and CAN$1.000 = U.S.$0.759; for the financial year ended December 31, 2021: 1.000 =
U.S.$1.182 and CAN$1.000 = U.S.$0.797; and for the financial year ended December 31, 2020: 1.000 = U.S.$1.140 and CAN$1.000 = U.S.$0.745.
Effective July 21, 2022, the
Corporation consolidated all of its outstanding common shares on a basis of one post-consolidation common share for every twenty five
pre-consolidation common shares (the "Consolidation"). Accordingly, all common shares, deferred share units, warrants
and stock options were adjusted to reflect the Consolidation. All share figures used in this Circular are on a post-Consolidation basis
unless otherwise stated.
SECTION 2 - INFORMATION
CONCERNING VOTING AT THE MEETING
As a shareholder, it is very
important that you read the following information on how to vote your Common Shares, either by proxy or in attendance at the Meeting.
These materials are being sent to both our registered and non-registered shareholders. Please return your proxy as specified in this Circular
and in the form of proxy or voting instruction form.
If you are eligible to vote and
your Common Shares are registered in your name you can vote your Common Shares at the Meeting or by proxy in advance of the Meeting, as
explained below. Voting by proxy in advance of the Meeting is the easiest way to vote your shares. Only registered shareholders or
duly appointed proxyholders may vote at the Meeting.
You are a registered shareholder
if your name appears on your share certificate or your Direct Registration System confirmation. If you are a registered shareholder, you
will receive a proxy form containing the relevant details concerning the business of the Meeting, including a control number that must
be used to vote by proxy in advance of the Meeting or join the live webcast of the Meeting and to submit your questions and vote while
the Meeting is being held.
If your Common Shares are not
registered in your name and are held in the name of a nominee such as a trustee, financial institution or securities broker, you are a
non-registered shareholder. If your Common Shares are listed in an account statement provided to you by your broker, those Common Shares
will, in all likelihood, not be registered in your name. Such Common Shares will more likely be registered under the name of your broker
or an agent of that broker. Without specific instructions, brokers and their agents or nominees are prohibited from voting shares for
the broker's client. If you are a non-registered shareholder, you will receive a voting instruction form containing the relevant
details concerning the business of the Meeting, including a control number that must be used to vote by proxy in advance of the Meeting
or join the live webcast and phone line the day of the Meeting to attend the Meeting live and submit your questions.
Vote in Advance of the Meeting
Below are the different ways
in which you can give your voting instructions, details of which are found in the proxy form or voting instruction form, as applicable,
accompanying this Circular: