Full Press Release Details
GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
BE HELD ON JUNE 30, 2025
OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
Notice and Management Proxy Circular,
with accompanying materials, require your immediate attention.
BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOUR OF ALL PROPOSED RESOLUTIONS.
VOTE IS IMPORTANT. PLEASE VOTE TODAY.
OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of shareholders of COSCIENS Biopharma
Inc. (the "Corporation" or "COSCIENS") will be held on Monday, June 30, 2025, 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/CSCI2025. The Meeting is being held for the following purposes:
record date for the determination of shareholders of COSCIENS entitled to receive notice of and to vote at the Meeting is May 27, 2025.
Meeting will be held virtually. 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/CSCI2025
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 Monday, June 30, 2025. 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.
shareholders will be able to listen to the Meeting live, and registered shareholders and duly appointed proxyholders will be able to
ask questions and 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
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 Thursday, June 26, 2025 (or at least 48 hours (excluding
Saturdays, Sundays and holidays) prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s)
thereof). The time limit for the deposit of proxies may be waived or extended 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.
shareholders of COSCIENS, it is very important that you read the accompanying Circular 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.
order of the Board of Directors,
| SECTION 1 - INTRODUCTION | 1 |
| SECTION 2 - INFORMATION CONCERNING VOTING AT THE MEETING | 2 |
| SECTION 3 - VOTING SHARES, QUORUM AND PRINCIPAL SHAREHOLDERS | 5 |
| SECTION 4 - PRESENTATION OF THE FINANCIAL STATEMENTS | 5 |
| SECTION 5 - ELECTION OF DIRECTORS | 5 |
| SECTION 6 - DISCLOSURE OF COMPENSATION | 9 |
| SECTION 7 - PENSION PLAN BENEFITS | 26 |
| SECTION 8 - EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS | 29 |
| SECTION 9 - APPOINTMENT OF AUDITORS AND AUDIT COMMITTEE DISCLOSURE | 31 |
| SECTION 10 - RECONFIRMATION AND APPROVAL OF THE RIGHTS PLAN | 32 |
| SECTION 11 - STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 37 |
| SECTION 12 - INDEBTEDNESS OF DIRECTORS, PROPOSED DIRECTORS AND OFFICERS | 37 |
| SECTION 13 - INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS | 37 |
| SECTION 14 - SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING OF SHAREHOLDERS | 37 |
| SECTION 15 - ADDITIONAL INFORMATION | 38 |
| SECTION 16 - DIRECTORS' APPROVAL | 38 |
| 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 |
management proxy circular (this "Circular") is being furnished in connection with the solicitation of proxies
by and on behalf of the management of COSCIENS Biopharma Inc. (the "Corporation", "COSCIENS",
"we" or "our") for use at the annual general and special meeting of our shareholders
(the "Meeting") and any reconvened Meeting following 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.
Meeting will be held on Monday, June 30, 2025 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/CSCI2025.
A summary of the information that shareholders will need to attend the Meeting online is provided below.
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.
contained in this Circular is given as of June 3, 2025 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, 2024: 1.000 = U.S.$1.082 and CAN$1.000 = U.S.$0.730;
for the financial year ended December 31, 2023: 1.000 = U.S.$1.082 and CAN$1.000 = U.S.$0.741;
and for the financial year ended December 31, 2022: 1.000 = U.S.$1.053 and CAN$1.000 = U.S.$0.759.
Board Reconstitution
disclosed by the Corporation in a press release issued on May 30, 2025, the Corporation and Goodwood Inc., Goodwood Fund and Puccetti
Funds Management Inc. (collectively, "Goodwood") entered into a resolution agreement on May 30, 2025 (the "Resolution
Agreement") pursuant to which, among other things, the board of directors of the Corporation (the "Board")
was reconstituted on May 30, 2025 to best position the Corporation to create value for all its shareholders. As a result, the Board currently
consists of the following six directors: Anthony J. Giovinazzo, Ulrich Kosciessa, Ronald W. Miller, Peter H. Puccetti, Robert A. Seager
and David Spear. As set forth in this Circular, these six directors are also being nominated for re-election as directors at the Meeting.
The reconstituted Board intends to review in depth the Corporation's business strategy and focus going forward, with a particular
focus on cost reductions. For more information on the Resolution Agreement, refer to the press release issued by the Corporation on May
30, 2025, and filed on the Corporation's profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
Share Consolidations
July 18, 2022, the Corporation consolidated all of its outstanding Common Shares on a basis of one post-consolidation Common Share for
every 25 pre-consolidation Common Shares (the "2022 Consolidation"). Further, on May 3, 2024, the Corporation consolidated
all of its outstanding Common Shares on a basis of one post-consolidation Common Share for every four pre-consolidation Common Shares
(the "2024 Consolidation"). Accordingly, all Common Shares, deferred share units, warrants and stock options were
adjusted to reflect the 2022 Consolidation and the 2024 Consolidation. All figures used in this Circular reflect the 2022 Consolidation
and the 2024 Consolidation unless otherwise stated.
Plan of Arrangement between Aeterna Zentaris Inc. and Ceapro Inc.
June 3, 2024, COSCIENS (then Aeterna Zentaris Inc.) completed a merger of equals transaction with Ceapro Inc. ("Ceapro"),
pursuant to which COSCIENS acquired 100 percent of the common shares of Ceapro pursuant to a court-approved plan of arrangement under
the Canada Business Corporations Act (the "CBCA"). As a result, Ceapro is now a wholly-owned subsidiary of
COSCIENS and COSCIENS is continuing the operations of Aeterna Zentaris Inc. and Ceapro on a combined basis (the "Arrangement").
as part of the Arrangement, COSCIENS issued to its shareholders immediately prior to the closing of the Arrangement, 0.47698 of a share
purchase warrant for each Common Share held as of such date.
additional information with respect to the Arrangement, please refer to the section entitled "The Plan of Arrangement -
Principal Terms of the Plan of Arrangement" in the Corporation's Amended Registration Statement on Form F-1 filed with
the SEC on April 29, 2024 and to the Arrangement Agreement incorporated by reference as Exhibit 2.1 to the Amended Registration Statement
on Form F-1. Further information on the Arrangement is also available in the management proxy circular dated February 9, 2024 which is
available on the Corporation's SEDAR+ profile at www.sedarplus.ca.
2 - INFORMATION CONCERNING VOTING AT THE MEETING
Your Vote is Important
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.
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.
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