Use these links to rapidly review the document MANAGEMENT PROXY CIRCULAR Table of Contents Table of Contents ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2009 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS and

Use these links to rapidly review the document

MANAGEMENT PROXY CIRCULAR Table of Contents

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2009

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of terna Zentaris Inc. (the "Corporation" or

" terna Zentaris") will be held at the Centre le Sheraton, Salons 6 and 7, 1201 Ren -L vesque Blvd. West, Montreal, Quebec, Canada on

Wednesday, May 6, 2009, at 10:30 a.m. (Montreal time) for the following purposes:

receive the audited consolidated financial statements of the Corporation as at and for the year ended December 31, 2008, together with the

auditors' report thereon;

appoint auditors and authorize the directors to determine their compensation; and

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

record date for the determination of shareholders of terna Zentaris entitled to receive notice of and to vote at the meeting is March 20, 2009.

shareholders of terna Zentaris, it is very important that you read this material carefully and vote your shares, either by proxy or in person at the meeting.

following pages tell you more about how to exercise your right to vote your shares and provide additional information relating to the matters to be dealt with at the meeting.

order of the Board of Directors,

Quebec City, Quebec, Canada, March 10, 2009

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 at

the close of business on the last business day preceding the date of the meeting or any adjournment or postponement thereof.

terna Zentaris Inc., 1405 du Parc-Technologique Boulevard, Qu bec, Qu bec, Canada, G1P 4P5

MANAGEMENT PROXY 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 terna Zentaris Inc. (the "Corporation" or " terna Zentaris") for use at the annual 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

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

contained in this Circular is given as of March 10, 2009 unless otherwise specifically stated. The Corporation's directors and executive officers are generally paid in

their home country's currency. Consequently, all directors' and executive compensation information included in this Circular is presented in US dollars, unless otherwise indicated, and, to the extent

a director or officer has been paid in a currency other than US dollars (Canadian dollars or euros), the amounts have been converted from the home country currency to US dollars based on the following

average exchange rates for the financial year ended December 31, 2008: 1.000 = US$1.464; and CAN$1.000 = US$0.937.

SECTION 2 INFORMATION CONCERNING VOTING AT THE MEETING

2.1 Your Vote is Important

As a shareholder 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 security holder 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.

can choose from among three different ways to vote your Common Shares by proxy:

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 Common Shares.

2.3 How to Vote Registered Shareholders

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.

will need your 6-digit Control Number. You will find this number on your form of proxy or in the e-mail addressed to you if you have chosen to receive this

Circular electronically.

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 May 4, 2009.

Go to the website www.computershare.com/proxy and follow the instructions on the screen. Your voting instructions are then conveyed

electronically over the Internet.

will need your 6-digit Control Number. You will find this number on your form of proxy or in the e-mail addressed to you if you have chosen to receive this

Circular electronically.

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 in the space provided on the form of proxy. Complete your voting instructions, and date and submit 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 over the Internet is 5:00 p.m. (Eastern time) on May 4, 2009.

Complete your form of proxy and return it in the envelope provided to you or by delivery 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 May 4, 2009 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 28 of this Circular.

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.

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.

will receive an admission ticket at the Meeting upon registration at the registration desk.

2.4 How to Vote Non-Registered Shareholders

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.

shareholders may vote shares that are held by their nominees in one of two manners. Applicable securities laws and regulations, including National

Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer,

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.

shareholders who would like their shares to be voted for them must therefore follow the voting instructions provided by their nominees.

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.

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

are a non-registered shareholder if your bank, trust company, securities broker or dealer or other financial institution or intermediary ("your nominee") holds your