SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 15, 2012 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR This Notice and Management Information Circular, along with accompanying materia

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

This Notice and Management

Information Circular,

along with accompanying materials, require your immediate attention.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting of shareholders of Aeterna Zentaris Inc. (the Corporation or Aeterna Zentaris) will be held at the

offices of Norton Rose Canada LLP, located at 1 Place Ville Marie, Suite 2500, Montreal, Quebec, Canada on Wednesday, August 15, 2012, at 9:30 a.m. (Montreal time) for the following purposes:

The record date for the determination of shareholders of Aeterna Zentaris entitled to receive notice of and to vote at the meeting is July 10, 2012.

The following pages tell you more about how to exercise your right to vote your shares and provide additional information relating to the share

As shareholders of Aeterna Zentaris, it is very important that you read these materials carefully and vote your shares, either

by proxy or in person at the meeting.

By order of the Board of Directors,

Montreal, Quebec, Canada,

Shareholders unable to attend the meeting are requested to complete and sign the enclosed form

of proxy and return it in the stamped envelope provided. To be valid, proxies must reach the office of Computershare Trust Company of Canada, Share Ownership Management, 1500 University Street, 7th Floor, Montreal, Quebec, H3A 3S8, no later than forty-eight (48) hours (excluding Saturdays, Sundays and

holidays) prior to the close of business on the date of the meeting or any adjournment or postponement thereof. The time limit for the deposit of proxies may be waived by the Chair of the Meeting without notice.

Aeterna Zentaris Inc., 1405 du Parc-Technologique Boulevard, Quebec City, Quebec, Canada, G1P 4P5

MANAGEMENT INFORMATION CIRCULAR

MANAGEMENT INFORMATION CIRCULAR

SECTION 1 INTRODUCTION

This management information circular (the Circular) is being furnished in connection with the solicitation of proxies by and on behalf of the management of Aeterna Zentaris Inc.

(the Corporation or Aeterna Zentaris) for use at the special meeting of shareholders of the Corporation (the Meeting) and any adjournment(s) or postponement(s) thereof. No person has been authorized to give any information or 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.

In addition to solicitation by mail, employees or agents of the Corporation may solicit proxies by telephone or by other means. The cost

of any such solicitation will be borne entirely by the Corporation. The Corporation may also reimburse brokers and other persons holding the Corporation s common shares (the Common Shares) in their names, or in the names of

nominees, for their costs incurred in sending proxy materials to beneficial or non-registered owners and obtaining their proxies or voting instructions.

Information contained in this Circular is given as of July 10, 2012 unless otherwise specifically stated.

SECTION 2 INFORMATION CONCERNING VOTING AT THE MEETING

of the Corporation, it is very important that you read the following information on how to vote your Common Shares, either by proxy or in person at the Meeting. These securityholder materials are being sent to both registered and non-registered

shareholders of the Corporation. If you are a non-registered shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in

accordance with applicable securities regulatory requirements from the intermediary holding Common Shares on your behalf. By choosing to send these materials directly to registered shareholders and certain non-registered shareholders, the

Corporation or its agent (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your proxy as specified

in this Circular and in the form of proxy.

You can attend the Meeting or

you can appoint someone else to vote for you as your proxyholder. A shareholder entitled to vote at the Meeting may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend

and act at the Meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Voting by proxy means that you are giving the person named on your form of proxy the authority to vote your Common Shares

for you at the Meeting and at any adjournment or postponement thereof.

You can choose from among three different ways to vote your Common

The persons who are named on the form

of proxy are directors or officers of the Corporation and will vote your shares for you. You have the right to appoint someone else to be your proxyholder. If you appoint someone else, he or she must attend the Meeting to vote your

You are a registered shareholder if your name appears on your share certificate. If you are not sure whether you are a registered shareholder, please contact Computershare Trust Company of Canada

(Computershare) by telephone toll-free at 1-800-564-6253 or by e-mail at service@computershare.com.

Voting by proxy using the telephone is only available to shareholders located in Canada and the United States. Call toll-free in Canada

1-866-732-VOTE (8683) and 1-312-588-4290 toll-free in the United States from a touchtone telephone and follow the instructions provided. Your voting instructions are then conveyed by using touchtone selections over the telephone.

You will need your Control Number located on your form of proxy or in the e-mail addressed to you if you

have chosen to receive this Circular electronically.

If you choose the telephone, you cannot appoint any person other than the directors or

officers named on your form of proxy as your proxyholder.

The cut-off time for voting by telephone is 5:00 p.m. (Eastern Time) on

Go to the website www.investorvote.com and follow the instructions on the screen. Your voting instructions are then conveyed electronically over the Internet.

You will need your Control Number located on your form of proxy or in the e-mail addressed to you if you have chosen to receive this Circular

If you return your proxy via the Internet, you can appoint a person other than the persons named in the form of proxy as your

proxyholder. This person does not have to be a shareholder. Indicate the name of the person you are appointing by following the instructions online.

The cut-off time for voting over the Internet is 5:00 p.m. (Eastern Time) on August 13, 2012.

Complete, date and sign your form of proxy and return it in the envelope provided

to you or deliver it to one of Computershare s principal offices in Calgary, Halifax, Montreal, Toronto, Vancouver or Winnipeg for receipt before 5:00 p.m. (Eastern time) on August 13, 2012 or with the Secretary of the Meeting

prior to commencement of the Meeting on the day of the Meeting or on the day of any adjournment or postponement thereof. A list of addresses for the principal offices of Computershare is set forth on page 16 of this Circular.

If you return your proxy by mail, you can appoint a person other than the directors or officers named in the form of proxy as your

proxyholder. This person does not have to be a shareholder. Fill in the name of the person you are appointing in the blank space provided on the form of proxy. Complete your voting instruction on the form of proxy, and date and sign the form. Make

sure that the person you appoint is aware that he or she has been appointed and attends the Meeting.

Please see the section titled

Completing the Form of Proxy for more information.

In Person at the Meeting

You do not need to complete or return your form of proxy.

You will be required to register your attendance and presence at the Meeting upon arrival at the registration desk.

The information set forth in this section should be reviewed carefully by the non-registered shareholders of the Corporation. Shareholders who do not hold their shares in their own name should note

that only proxies deposited by shareholders who appear on the records maintained by the Corporation s registrar and transfer agent as registered holders of shares will be recognized and acted upon at the Meeting.

You are a non-registered shareholder (a Beneficial Owner) if your bank, trust company, securities broker or dealer or other financial institution

or intermediary (your nominee) holds your Common Shares for you. If you are not sure whether you are a non-registered shareholder, please contact Computershare by telephone at 1-514-982-7555 or toll-free at 1-800-564-6253 or by e-mail at

service@computershare.com.

There are two kinds of Beneficial Owners: those who object to their name being made known to the issuers of

securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not so object (called NOBOs for Non-Objecting Beneficial Owners). Issuers can request and obtain a list of their NOBOs from their nominees via

their transfer agents, pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of Reporting Issuers (NI 54-101) and issuers can use this

NOBO list for distribution of proxy-related materials directly to NOBOs. Aeterna Zentaris has decided to take advantage of those provisions of NI 54-101 that allow it to directly deliver

proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form from the Transfer Agent, Computershare. These voting instruction forms are to be completed and returned to the Transfer Agent in the envelope

provided or by any other voting methods described on the voting instruction form itself, which contains complete instructions regarding voting procedures. The Transfer Agent will tabulate the results of the voting instruction forms received from

NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by voting instruction forms they receive.

With respect to OBOs, non-registered shareholders may vote shares that are held by their nominees in one of two manners. Applicable securities laws and

regulations, including NI 54-101, require nominees of non-registered shareholders to seek their voting instructions in advance of the Meeting. Non-registered shareholders will receive (or will have received) from their nominees either a

request for voting instructions or a proxy form for the number of shares held by them. The nominees voting instructions or proxy forms will contain instructions relating to signature and return of the document and these instructions should be

carefully read and followed by non-registered shareholders to ensure that their shares are accordingly voted at the Meeting.

Non-registered shareholders who would like their shares to be voted for them must therefore follow the voting instructions provided by

Your nominee is required to ask for your voting instructions before the Meeting. Please contact your nominee if you did not receive a request for voting instructions in this package.

In most cases, non-registered shareholders will receive a voting instruction form which allows you to provide your voting instructions via the Internet,

by telephone or by mail. You will need your Control Number found on your voting instruction form, if you choose to vote on the Internet or by telephone. Alternatively, non-registered shareholders may complete the voting instruction form and return

it by mail, as directed in the voting instruction form.

In Person at the Meeting

Non-registered shareholders who wish to vote their shares in person at the Meeting must insert their own name in the space provided on the request for

voting instructions or proxy form, as the case may be, in order to appoint themselves as proxyholders and follow the signature and return instructions provided by their nominees. Non-registered shareholders who appoint themselves as proxyholders

should present themselves at the Meeting to a representative of Computershare. Non-registered shareholders should not otherwise complete the form sent to them by their nominees as their votes will be taken and counted at the Meeting.