SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 2015 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR This Notice and Management Information Circular, along with accompanying mater

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD

ON NOVEMBER 16, 2015

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

This Notice and Management Information Circular,

along with accompanying materials, require your immediate attention.

If you have any questions regarding the information described in this Notice and Management Information Circular or require assistance with voting your shares, please contact Laurel Hill Advisory Group at 1-877-452-7184 (416-304-0211 collect) or by email at assistance@laurelhill.com

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN

FAVOUR OF THE PROPOSED SPECIAL RESOLUTION.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Aeterna Zentaris Inc. (the Corporation or Aeterna Zentaris ) will be held at the offices of Norton Rose Fulbright Canada LLP, located at 1 Place Ville Marie, Suite 2500, Montreal, Quebec, Canada on Monday, November 16, 2015, at 9:30 a.m. (Eastern time) for the following purposes:

1. to consider, and if deemed advisable, to adopt, with or without variation, a special resolution (the full text of which is set out in the accompanying management information circular) authorizing and approving the filing of Articles of Amendment to consolidate the issued and outstanding common shares of the Corporation on the basis set out in the accompanying management information circular; and

2. to transact such other business as may properly come before the meeting.

The record date for the determination of shareholders entitled to receive notice of and to vote at the meeting is October 14, 2015.

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

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, October 16, 2015

Shareholders unable to attend the meeting are requested to complete and sign the enclosed form of proxy and to 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 Robert-Bourassa Boulevard, 7th Floor, Montreal, Quebec, H3A 3S8, no later than 24 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

Qu bec City, Qu bec, Canada, G1P 4P5

MANAGEMENT INFORMATION CIRCULAR

MANAGEMENT INFORMATION CIRCULAR

SECTION 1 INTRODUCTION

This management information 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 or Aeterna Zentaris ) for use at a 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 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, our employees or agents may solicit proxies by telephone or by other means. 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 beneficial or non-registered owners and obtaining their proxies or voting instructions. We have appointed The Laurel Hill Advisory Group Company ( Laurel Hill ) as our soliciting agent. For this service, and other advisory services, we will pay up to CAN$40,000 and we will reimburse Laurel Hill for its out-of-pocket expenses.

Information contained in this Circular is given as of October 16, 2015, unless otherwise specifically stated.

SECTION 2 INFORMATION CONCERNING VOTING AT THE MEETING

2.1 Your Vote is Important

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 person at the Meeting. These materials are being sent to both registered and non-registered shareholders. 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 four different ways to vote your Common Shares by proxy:

3. on the Internet; or

The persons who are named on the form of proxy are our officers 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 Common Shares.

YOUR VOTE IS IMPORTANT! If you have any questions or require assistance with voting your shares, please contact Laurel Hill Advisory Group at 1-877-452-7184 (toll-free) or 416-304-0211 (collect) or e-mail at assistance@laurelhill.com.

2.3 How to Vote Registered Shareholders

You are a registered shareholder if your name appears on your share certificate or on the register of shareholders maintained by our registrar and transfer agent. 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 1-866-732-VOTE (8683) toll-free in Canada 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 November 13, 2015.

Complete, date and sign your form of proxy and fax it to Computershare, Attention: Proxy Department at 1-866-249-7775 (toll free in North America) or 416-263-9524 (international).

If you return your proxy by fax, 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.

The cut-off time for voting by fax is 5:00 p.m. (Eastern Time) on November 13, 2015.

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 electronically.

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 November 13, 2015.

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 November 13, 2015 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.

2.4 How to Vote Non-Registered Shareholders

The information set forth in this section should be reviewed carefully by our non-registered shareholders. 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 our 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 Shareholder ) 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.

Beneficial Shareholders will receive from their nominee either voting instruction forms or, less frequently, forms of proxy. The purpose of these forms is to permit Beneficial Shareholders to direct the voting of the Common Shares they beneficially own. Beneficial Shareholders should follow the procedures set out on the voting instruction form or form of proxy they receive. Every nominee has its own mailing procedures and provides its own return instructions to clients. The majority of nominees now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. in Canada and its counterpart in the United States ( Broadridge ).

If you receive a voting instruction form from Broadridge, the voting instruction form must be completed and returned to Broadridge, in accordance with Broadridge s instructions, well in advance of the Meeting in order to: (a) have your Common Shares voted, as per your instructions, at the Meeting; or (b) arrange to have an alternate representative duly appointed by you to attend the Meeting and to vote your Common Shares at the Meeting.

A voting instruction form 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.

Additionally, there are two kinds of Beneficial Shareholders: (i) those who object to their name being made known to the issuers of securities which they own, known as objecting beneficial owners or OBOs ; and (ii) those who do not object to their name being made known to the issuers of securities which they own, known as non-objecting beneficial owners or NOBOs .

We may utilize the Broadridge Quickvote service to assist NOBOs with voting their Common Shares. NOBOs may be contacted by Laurel Hill to conveniently obtain a vote directly over the telephone.

Should a Beneficial Shareholder who receives one of the above forms wish to attend and vote at the Meeting in person, the Beneficial Shareholder should strike out the names of the management designees and insert the Beneficial Shareholder s name in the blank space provided. In either case, Beneficial Shareholders should carefully follow the instructions of their nominee, including those regarding when and where the proxy or voting instruction form is to be delivered.

We intend to pay for proximate intermediaries to send the proxy-related materials to OBOs.

All references to shareholders in this Circular are to registered shareholders unless specifically stated otherwise.

2.5 Completing the Form of Proxy

You can choose to vote FOR or AGAINST with respect to the approval of a special resolution (the Special Resolution ) authorizing an amendment to our restated articles of incorporation, as amended, if and when our Board of Directors (the Board of Directors or the Board ) shall deem appropriate to do so, but in any event no later than June 30, 2016 to effect the share consolidation of our outstanding Common Shares, at a share consolidation ratio to be determined by the Corporation but within the range of one post-consolidation share for every eight pre-consolidation shares to one post-consolidation share for every 100 pre-consolidation shares (the Share Consolidation ) and FOR or AGAINST with respect to all other matters to be voted upon, if any. If you are a non-registered shareholder voting your Common Shares, please follow the instructions provided in the voting instruction form that you should have received together with this Circular.

When you sign the form of proxy without appointing an alternate proxyholder, you authorize David A. Dodd, the Chairman of the Board of Directors and the President and Chief Executive Officer of the Corporation, and Philip A. Theodore, the Corporate Secretary of the Corporation, to vote your Common Shares for you at the Meeting in accordance with your instructions.

Management is not aware of any other matters that will be presented for action at the Meeting. If, however, other matters properly come before the Meeting, the persons designated in the enclosed form of proxy will vote in accordance with their judgment, pursuant to the discretionary authority conferred by the proxy with respect to such matters.

You have the right to appoint someone other than the management proxy nominees to be your proxyholder. If you are appointing someone else to vote your Common Shares for you at the Meeting, fill in the name of the person voting for you in the blank space provided on the form of proxy.

If you do not specify how you want your Common Shares voted, your proxyholder will vote your shares in favour of the approval of the Special Resolution, including all amendments or variations thereto, and as he or she sees fit on any other matter that may properly come before the Meeting.

A proxyholder has the same rights as the shareholder by whom it was appointed to speak at the Meeting in respect of any matter, to vote by way of ballot at the Meeting and, except where a proxyholder has conflicting instructions from more than one shareholder, to vote at the Meeting in respect of any matter by way of show of hands.

If you are an individual shareholder, you or your authorized attorney must sign the form of proxy. If you are a corporation, partnership, trust or other legal entity, an authorized officer or attorney must sign the form of proxy.

2.6 Changing your Vote

In addition to revocation in any other manner permitted by law, a shareholder giving a proxy and submitting it by mail may revoke it by an instrument in writing executed by the shareholder or the shareholder s attorney authorized in writing and deposited either at the Montreal office of our registrar and transfer agent, Computershare, located at 1500 Robert-Bourassa Boulevard, 7th Floor, Montreal, Quebec, Canada, H3A 3S8, or at our registered office, located at 1405 du Parc-Technologique Boulevard, Quebec City, Quebec, Canada, G1P 4P5, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used, or with the Chair of the Meeting on the day of the Meeting, or any adjournment or postponement thereof. If the voting instructions were conveyed by telephone or over the Internet, conveying new voting instructions by any of these two means or by mail within the applicable cut-off times will revoke the prior instructions.

SECTION 3 VOTING SHARES, QUORUM AND PRINCIPAL SHAREHOLDERS

3.1 Voting Shares and Quorum

Shareholders on record on October 14, 2015 are entitled to receive notice of and to vote at the Meeting. As of October 14, 2015, there were 544,179,214 issued and outstanding Common Shares. The list of shareholders entitled to vote at the Meeting will be available for inspection on and after October 14, 2015 during usual business hours at the Montreal office of our registrar and transfer agent, Computershare, located at 1500 Robert-Bourassa Boulevard, 7th Floor, Montreal, Quebec, H3A 3S8, as well as at the Meeting. The holders of the Common Shares are entitled to one vote for each Common Share held by them at all meetings of shareholders.

Our By-Law One provides that a quorum is present at the Meeting if the holder or holders of 10% or more of the issued and outstanding Common Shares are present in person or represented by proxy, irrespective of the number of shareholders actually in attendance at the Meeting.

3.2 Principal Shareholders

As of October 14, 2015, to our knowledge based on shareholders public filings, there are no persons or entities that beneficially owned, or exercised control or direction over, directly or indirectly, 10% or more of the votes attached to the Common Shares.

SECTION 4 PROPOSED SHARE CONSOLIDATION BY WAY OF ARTICLES OF AMENDMENT

We are asking shareholders to authorize the Board of Directors to effect, in its discretion, a Share Consolidation (or reverse stock split) of the outstanding Common Shares, at a consolidation ratio of between 8-for-1 and 100-for-1, by filing Articles of Amendment to our restated articles of incorporation, as amended, subject to the Board of Directors authority to decide not to proceed with the filing of the Articles of Amendment and the implementation of the Share Consolidation.

The background to and reasons for the Share Consolidation, and certain risks associated with the Share Consolidation and related information, are described below.

Our Board of Directors and Management may, in their discretion, elect to effect any ratio for the Share Consolidation falling within the aforementioned range of ratios upon receipt of shareholder approval and prior to the filing of Articles of Amendment. Alternatively, the Board of Directors will retain the

authority to determine in its discretion not to proceed with the Share Consolidation. We believe that the availability of a range of Share Consolidation ratios will provide us with the flexibility to implement the Share Consolidation in a manner designed to maximize the anticipated benefits for our shareholders. In determining which precise Share Consolidation ratio within the aforementioned range of ratios to implement, if any, following the receipt of shareholder approval, we may consider, among other things, factors such as:

1. the number of Common Shares issuable upon the exercise of outstanding warrants;

2. the historical trading prices and trading volume of the Common Shares;

3. the then prevailing trading price and trading volume of the Common Shares and the anticipated impact of the Share Consolidation on the trading market(s) for the Common Shares;

4. the outlook for the trading price of the Common Shares;

5. threshold prices of brokerage houses or institutional investors that could impact their ability to invest or recommend investments in the Common Shares;

6. our ability to continue listing the Common Shares on the NASDAQ Capital Market (the NASDAQ );

7. the greatest overall reduction of our administrative costs; and

8. prevailing general market and economic conditions.

At the close of business on October 14, 2015, the closing price of the Common Shares on the Toronto Stock Exchange (the TSX ) was CAN$0.09 and the closing price of the Common Shares on the NASDAQ was US$0.07. There were 544,179,214 issued and outstanding Common Shares on such date. Based on the number of Common Shares issued and outstanding on October 14, 2015, immediately following the completion of the Share Consolidation, for illustrative purposes only, assuming Share Consolidation ratios of 8-for-1 and 100-for-1, we would have 68,022,402 and 5,441,792 Common Shares issued and outstanding, respectively (without giving effect to the treatment of fractional shares). We do not expect the Share Consolidation itself to have any economic effect on shareholders, warrantholders or holders of stock options, except to the extent the Share Consolidation will result in fractional shares as discussed below.

4.2 Background and Reasons for the Share Consolidation

Our Board of Directors is seeking authority to implement the Share Consolidation because it believes that the Share Consolidation is the only and possibly the last means and opportunity of avoiding a potential delisting of our Common Shares from The NASDAQ Capital Market, on which they are currently listed and quoted for trading in the United States.

Pursuant to the requirements of NASDAQ, to remain eligible for continued listing on NASDAQ, a security must have a bid price of at least US$1.00 per share. On December 19, 2014, we received a letter from the NASDAQ Listing Qualifications Department indicating that the minimum closing bid price of the Common Shares had fallen below US$1.00 for 30 consecutive trading days, and therefore, we were not in compliance with NASDAQ Listing Rule 5450(a)(1) (the Rule ). In accordance with NASDAQ Listing Rule 5810(C)(3)(a), we had a grace period of 180 calendar days, or until June 16, 2015, to regain compliance with the Rule.