Leading Independent Proxy Advisory Firm ISS Recommends Aeterna Zentaris and Ceapro Securityholders Vote FOR the Arrangement Agreement to Approve the Merger of Equals to Create a Diversified Biopharmaceutical Company - Seite 2

Ronald Miller, Chairman of Ceapro, stated, “We are thrilled ISS agrees with us that this is an exciting transaction to merge with Aeterna Zentaris and combine two complementary companies and teams, in support of our plan to drive significant growth.”

Following the closing of the Transaction, which is expected to occur in the beginning of the second quarter of 2024, the former shareholders of Ceapro will own approximately 50% of Aeterna Zentaris and the pre-Transaction securityholders of Aeterna Zentaris will own the remaining approximately 50%, assuming the exercise of all warrants (the “Transaction Warrants”) to be issued to the securityholders of Aeterna Zentaris as part of the Transaction.

Key attributes of the combined company include:

• Recurring revenue to support business expansion. The combined company will benefit from ongoing revenue from existing Ceapro products – which provide near-term revenue owing to the streamlined development and commercialization opportunities in the cosmeceutical and nutraceutical space – along with license revenue from the partnering of Aeterna Zentaris’ pharmaceutical products, including Macrilen/Ghryvelin, which have the potential to create long-term value for investors. These revenue streams will be used to support the development of high potential-return products and represent a more diversified value proposition for investors.
• Diversified commercial and development product pipeline. The combined company will have a stronghold in the active ingredients market and value-driving cosmeceutical products (i.e. oat beta glucan and avenanthramides, which are found in leading skincare product brands including Aveeno, Jergens, Neutrogena, Lubriderm and other leading brand names) and nutraceuticals. It will also benefit from a robust pipeline of innovative products in development.
• Dual-listing expected to improve trading volume and capital market profile. Shareholders of each company will share in future value creation, with existing securityholders of Aeterna Zentaris and Ceapro to each own approximately 50% of the combined company, respectively (assuming the exercise of all Transaction Warrants). The anticipated dual Nasdaq and Toronto Stock Exchange (“TSX”) listing is expected to provide additional volume and an improved capital market profile for the combined company.
• Strengthened combined balance sheet. The combined company will be well-capitalized to support ongoing commercial operations while strategically investing in product research and development to advance differentiated, innovative products.
• Operational synergies and leadership. The combined company will benefit from established pharmaceutical research and development capabilities and infrastructure to support development activities and draw on existing executives to form the new management team.