Exhibit 99.1

BELLUS HEALTH INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the annual and special meeting (the “Meeting”) of the common shareholders of BELLUS Health Inc. (the “Company”) will be held at the offices of the Company, at 275 Armand Frappier Blvd., Laval, on May 14, 2020 at 2:30 p.m., Montréal time, for the following purposes:

and

In light of the ongoing COVID-19 pandemic, Canadian securities administrators have announced relief allowing Canadian issuers to change the date, time and/or location of their annual meetings should the spread of the virus make it impossible or inadvisable to hold a scheduled in-person meeting. While the Company currently intends to proceed with its in-person Meeting with the appropriate distancing and other measures and in compliance with all applicable requirements, it is closely monitoring the evolving COVID-19 situation and reserves the right to change the format of the Meeting if it determines that doing so is necessary to protect the health and safety of its shareholders, employees, and community and comply with applicable requirements. In particular, the Company reserves the right to change the format of the Meeting to hybrid (in-person and virtual) or virtual-only. Should the determination to hold a virtual or hybrid Meeting be made, the Company will inform shareholders by way of a news release. The Company may notify shareholders of such change without sending additional proxy materials. All shareholders are urged to view a live webcast of the Meeting in lieu of attending, available on the Events and Presentations page under the Investors & News section of the Company’s website at: https://ir.bellushealth.com/events-presentations.

DATED at Montréal, Québec, Canada, March 18, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Sébastien Roy
Corporate Secretary

SHAREHOLDERS MAY EXERCISE THEIR VOTING RIGHTS BY ATTENDING THE MEETING OR BY COMPLETING A FORM OF PROXY. SHAREHOLDERS WHO ARE UNABLE TO BE PRESENT IN PERSON AT THE MEETING ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND MAIL IT TO THE COMPANY, C/O COMPUTERSHARE INVESTOR SERVICES INC., IN THE ENVELOPE PROVIDED FOR THAT PURPOSE. PLEASE REFER TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR FOR ADDITIONAL PARTICULARS.

Exhibit 99.2

BELLUS HEALTH INC.

NOTICE AND MANAGEMENT INFORMATION CIRCULAR
FOR THE
ANNUAL AND SPECIAL MEETING OF COMMON SHAREHOLDERS
TO BE HELD ON MAY 14, 2020

March 18, 2020

BELLUS HEALTH INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the annual and special meeting (the “Meeting”) of the common shareholders of BELLUS Health Inc. (the “Company”) will be held at the offices of the Company, at 275 Armand Frappier Blvd., Laval, on May 14, 2020 at 2:30 p.m., Montréal time, for the following purposes:

In light of the ongoing COVID-19 pandemic, Canadian securities administrators have announced relief allowing Canadian issuers to change the date, time and/or location of their annual meetings should the spread of the virus make it impossible or inadvisable to hold a scheduled in-person meeting. While the Company currently intends to proceed with its in-person Meeting with the appropriate distancing and other measures and in compliance with all applicable requirements, it is closely monitoring the evolving COVID-19 situation and reserves the right to change the format of the Meeting if it determines that doing so is necessary to protect the health and safety of its shareholders, employees, and community and comply with applicable requirements. In particular, the Company reserves the right to change the format of the Meeting to hybrid (in-person and virtual) or virtual-only. Should the determination to hold a virtual or hybrid Meeting be made, the Company will inform shareholders by way of a news release. The Company may notify shareholders of such change without sending additional proxy materials. All shareholders are urged to view a live webcast of the Meeting in lieu of attending, available on the Events and Presentations page under the Investors & News section of the Company’s website at: https://ir.bellushealth.com/events-presentations.

DATED at Montréal, Québec, Canada, March 18, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Sébastien Roy
Corporate Secretary

SHAREHOLDERS MAY EXERCISE THEIR VOTING RIGHTS BY ATTENDING THE MEETING OR BY COMPLETING A FORM OF PROXY. SHAREHOLDERS WHO ARE UNABLE TO BE PRESENT IN PERSON AT THE MEETING ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND MAIL IT TO THE COMPANY, C/O COMPUTERSHARE INVESTOR SERVICES INC., IN THE ENVELOPE PROVIDED FOR THAT PURPOSE. PLEASE REFER TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR FOR ADDITIONAL PARTICULARS.

Table of Contents

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MANAGEMENT INFORMATION CIRCULAR

PART 1.
VOTING INFORMATION

This management information circular (the “Circular”) is furnished in connection with the solicitation by the management of BELLUS Health Inc. (the “Company”) of proxies to be voted at the annual and special meeting of common shareholders (the “Meeting”), to be held at the offices of the Company, at 275 Armand Frappier Blvd., Laval, on May 14, 2020 at 2:30 p.m., Montréal time, for the purposes set forth in the accompanying notice of the Meeting, and at any adjournment thereof. Except as otherwise stated, the information contained in this Circular is given as at March 18, 2020 and reflects the one-for-3.6 consolidation of the Company’s common shares (the “Common Shares”) effected on August 19, 2019. All dollar amounts and references to $ or to CDN$ are to the currency of Canada.

SOLICITATION OF PROXIES

The enclosed proxy is being solicited by the management of the Company and the expenses of solicitation of proxies will be borne by the Company. The solicitation will be made primarily by mail; however, officers and regular employees of the Company may also solicit proxies by telephone, telecopier, electronic mail or in person.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are directors or officers of the Company. Each shareholder is entitled to appoint any other person to represent him or her at the Meeting, and at any adjournment thereof.

A shareholder desiring to appoint another person (who need not be a shareholder) to represent him or her at the Meeting, and at any adjournment thereof, may do so either by striking out the names of the management nominees set forth in the form of proxy and by inserting such person’s name therein or by completing another proper form of proxy and, in either case, sending the completed proxy in the enclosed reply envelope for delivery before the Meeting, or any adjournment thereof, or by depositing such proxy with the Chairman on the day of the Meeting, at the Meeting or any adjournment thereof.

A shareholder giving a proxy pursuant to this solicitation may revoke any such proxy by depositing an instrument in writing executed by the shareholder or by his or her attorney duly authorized in writing, or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney of the corporation duly authorized in writing, with the Company, c/o Computershare Investor Services Inc. (the “Transfer Agent”), Attention: Proxy Department, 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario M5J 2Y1, at any time up to and including the close of business two business days preceding the day of the Meeting, or any adjournment thereof, or with the Chairman on the day of the Meeting, at the Meeting or any adjournment thereof, before any vote is cast under the proxy’s authority.

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REGISTERED COMMON SHAREHOLDERS

Holders of Common Shares listed as shareholders at the close of business on March 27, 2020 (the “Record Date”), will be entitled to vote at the Meeting, or any adjournment thereof, either in person or by proxy, in respect of all matters which may properly come before the Meeting, or any adjournment thereof, except to the extent that such shareholder has subsequently (after the Record Date) transferred any such Common Shares, and the transferee of those Common Shares establishes such transferee shareholder’s ownership of such Common Shares and requests in writing, no later than two business days prior to the Meeting with sufficient evidence of such transfer of ownership, that such transferee shareholder’s name be included in the list of shareholders prepared by the Transfer Agent for the Meeting.

In such case, only the new transferee shareholder will be entitled to vote such Common Shares on each matter to be acted upon at the Meeting.

NON-REGISTERED COMMON SHAREHOLDERS

The names of the shareholders whose shares are held in the name of a broker or another intermediary will not appear on the list of shareholders of the Company. If you are not a registered shareholder of the Company, in order to vote you must a) obtain the material relating to the Meeting from your broker or other intermediary; b) complete the request for voting instructions sent to you by the broker or other intermediary; and c) follow the directions of the broker or other intermediary with respect to voting procedures.

In accordance with National Instrument 54-101 adopted by the Canadian Securities Administrators entitled “Communication with Beneficial Owners of Securities of a Reporting Issuer”, the Company is distributing copies of the material related to the Meeting to clearing agencies and intermediaries for distribution to non-registered shareholders. Such agencies and intermediaries must forward the material related to the Meeting to non-registered holders and may use a service company (such as Broadridge Financial Solutions in Canada) to permit you, if you are not a registered shareholder, to direct the voting of the Common Shares you beneficially own. If you are a non-registered shareholder of the Company, you may revoke any voting instructions given to an intermediary at any time by written notice to the intermediary. If you are a non-registered shareholder of the Company, you should submit your voting instructions to your intermediary or broker leaving sufficient time to ensure that your votes are received, from your intermediary or broker, by the Transfer Agent on behalf of the Company, as set forth under the heading “Appointment and Revocation of Proxies” in this Circular.

VOTING OF PROXIES

The persons named in the enclosed form of proxy will vote or withhold from voting the shares in respect of which they are appointed in accordance with the directions of the shareholders appointing them.

In the absence of shareholder directions, Common Shares will be voted:

All matters to be voted upon at the Meeting will be decided by a majority of the votes cast by the shareholders entitled to vote thereon.

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The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying notice of the Meeting or with respect to such other matters as may properly come before the Meeting, or any adjournment thereof. At the date hereof, the management of the Company knows of no such amendments, variations or other matters to be presented for action at the Meeting, or any adjournment thereof. However, if any other matters which are not now known to management should properly come before the Meeting, or any adjournment thereof, the persons named in the enclosed form of proxy will vote on such matters in accordance with their best judgment.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at March 18, 2020, there were 55,378,660 Common Shares outstanding, each of which entitles its holder to one vote at the Meeting. To the knowledge of the directors and officers of the Company, based on publicly available information, as at March 18, 2020, no person beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying 10% or more of the voting rights attached to all outstanding voting shares of the Company, except as follows:

PART 2. BUSINESS OF THE MEETING
PRESENTATION OF FINANCIAL STATEMENTS AND AUDITOR S REPORT

The audited consolidated financial statements of the Company, the report of the auditors thereon, and the management s discussion and analysis thereof for the financial year ended December 31, 2019, are contained in the 2019 annual report of the Company and will be tabled at the Meeting, but the approval of the shareholders in respect thereto is not required.

ELECTION OF DIRECTORS

Eight directors are to be elected at the Meeting. The Board of Directors of the Company (the “Board”) recommends that shareholders vote for the election of each of the nominees whose names are set forth below. The persons named in the enclosed form of proxy intend to cast the votes to which the shares represented by such proxy are entitled FOR the election of each of the nominees whose names are set forth below, unless otherwise directed by the shareholders appointing them.

The Board has a majority voting policy. This means that if a director receives more “withhold” votes than “FOR” votes at the annual meeting of shareholders, then the director will immediately tender his or her resignation to the Chairman, which resignation becomes effective only if accepted by the Board. In such circumstances, the Nominating and Corporate Governance Committee will consider a director s offer to resign and make a recommendation to the Board as to whether to accept it. Absent exceptional circumstances, the resignation will be accepted and will be effective when accepted by the Board. The director having tendered his or her resignation pursuant to this policy will not participate in any meeting of the Board or of the Nominating and Corporate Governance Committee at which the resignation is considered. The Board will have 90 days from the annual meeting to reach a decision and disclose such decision by way of a news release, a copy of which will be provided to the Toronto Stock Exchange (“TSX”). If the Board determines not to accept the resignation, such news release will fully state the reasons for that decision. This policy does not apply in circumstances involving contested director elections.

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Management does not anticipate that any of the nominees will be unable to serve as a director, but, if that should occur for any reason at or prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion, unless instructions have been received from a particular shareholder to withhold its shares from voting with respect to the election of directors. Each director elected will hold office until the next annual meeting of shareholders or until his or her successor is duly elected, unless his or her office is earlier vacated in accordance with the by-laws of the Company. Each of the individuals named in the table below are current members of the Board and have been during the period indicated.

The following table states the names of all the persons proposed by management to be nominated for election as directors, their municipality, province or state and country of residence, their age, their principal occupation during the past five years, their position and office held with the Company, the period during which each proposed nominee has served as a director and the number of Common Shares beneficially owned, directly or indirectly, by each of them or over which they exercise control or direction.

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Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the directors and officers of the Company, other than as set forth below, no proposed director of the Company:

(a) is, as at the date of the Circular, or has been, within 10 years before the date of the Circular, a director, chief executive officer or chief financial officer of any company, that,

(b) is, as at the date of the Circular, or has been within 10 years before the date of the Circular, a director or executive officer of any company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Directors Attendance at Board and Committee Meetings

The following table set forth the number of meetings held by the Board and each of its Committees during the financial year ended December 31, 2019, and the attendance of each director at those meetings, or, in the case of Committees of the Board, the attendance of each member of such Committees.

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AUDITORS OF THE COMPANY

KPMG LLP, Chartered Accountants, have been the auditors of the Company since September 1995. The Board recommends that shareholders vote for the appointment of KPMG LLP, Chartered Accountants, as auditors of the Company and the authorization of the Audit Committee to fix the auditors’ remuneration. The persons named in the enclosed form of proxy intend to cast the votes to which the shares represented by such proxy are entitled FOR the reappointment of KPMG LLP, Chartered Accountants, as auditors of the Company for the term expiring with the next annual meeting of shareholders, and to authorize the Audit Committee to fix their remuneration, unless otherwise directed by the shareholders appointing them.

APPROVAL OF UNALLOCATED OPTIONS UNDER THE STOCK OPTION PLAN  

Under the Company’s stock option plan (the “Plan”), the Company may grant, together with any Common Shares reserved for issuance under any other security-based compensation arrangement, options

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to purchase Common Shares representing up to 12.5% of the total number of Common Shares of the Company issued and outstanding from time to time. The rules of the TSX provide that all unallocated options, rights or other entitlements under a security-based compensation arrangement which do not have a fixed number of maximum securities issuable be re-approved every three years. Such approval was last obtained at the Company’s 2017 annual meeting.

Accordingly, at the Meeting, shareholders will be asked to consider and, if deemed advisable, approve, with or without amendment, the resolution set forth in Schedule “A”. Previously-granted options will continue, unaffected, whether or not this resolution is approved by shareholders. However, such previously-granted options cancelled prior to exercise will not be available for grants after May 14, 2020.

PART 3.
STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS AND EXECUTIVES

Compensation Discussion and Analysis

Objectives of the Compensation Program

The Company’s Compensation Program is designed to be competitive and drive business performance, and plays an important role in attracting and retaining key members of the Company’s senior executive team.

What the Compensation Program is Designed to Reward

The Compensation Program is designed to reward the senior executive team for implementing key strategies, both in the short, and the long term, that will allow the Company to advance its development of products that provide innovative health solutions and address critical unmet medical needs, to enhance its share value, and, thereby, create economic value. Actual rewards are directly linked to the results of the Company.

In establishing remuneration and incentives under the Compensation Program, the Compensation Committee (formerly the Human Resources and Governance Committee) studies the competitive market environment and conducts a benchmarking analysis using compensation information filed by comparable publically-listed biotechnology companies (the “Peer Group”). The Committee also takes into account the Company’s own financial targets and past performance. The benchmarking analysis conducted by the Human Resources and Governance Committee in 2019 was based on a Peer Group consisting of two samples of TSX and/or NASDAQ-listed companies: (i) the first, with Canadian companies listed on NASDAQ having a market capitalization threshold of US$150 million and above, comprises IMV Inc., Theratechnologies Inc., Xenon Pharmaceuticals Inc., Milestone Pharmaceuticals Inc. Aurinia Pharmaceutical Inc. and Zymeworks Inc.; and (ii) the second, with companies listed on NASDAQ having a market capitalization threshold between US$300 and US$600 million, comprises MediciNova, Inc., Urovant Sciences Ltd., Assembly Biosciences, Inc., Crinetics Pharmaceuticals, Inc., Prothena Corporation plc and Viking Therapeutics, Inc.

Components of the Compensation Program, Determination of Amounts for Each Elements, Rationale for Amounts of Each Element

The Company’s Compensation Program has three major components: base salary, annual individual performance incentives (bonuses), and long-term incentives (granting of stock options). The Company’s Compensation Program aims to allocate 60% to incentive-based compensation and 40% to fixed remuneration. The compensation policies and guidelines for the Named Executive Officers (as

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defined herein), other than the President and Chief Executive Officer and other senior executives, are recommended by the President and Chief Executive Officer and approved by the Compensation Committee. The compensation of the President and Chief Executive Officer is recommended by the Compensation Committee and approved by the Board.

Base Salary

Salaries for the Named Executive Officers and other senior executives are based on the experience and level of expertise of each executive. Under normal circumstances, the Company’s policy is for the total cash compensation of the Named Executive Officers and other senior executives, including individual performance incentives, to be generally aligned with the 50th percentile of the Peer Group.

For the 2019 financial year, the Human Resources and Governance Committee, with the assistance of the President and Chief Executive Officer and the Vice President, Finance, conducted an informal review of publicly available compensation data relating to companies in the Peer Group. The Committee compared the total compensation of the Named Executive Officers, including individual performance incentives, with that of executive officers of companies in the Peer Group in order to assess reasonableness. Based on its analysis, the Human Resources and Governance Committee concluded that the compensation of certain Named Executive Officers for 2019 was lower relative to the compensation of comparable executive officers of companies in the Peer Group. As such, in February 2020, the Board approved a base salary increase for Roberto Bellini, President and Chief Executive Officer (8%) and François Desjardins, Vice President, Finance (10%) for 2020.

In addition, in February 2020, the Board approved a salary adjustment for all Company employees, including the Named Executive Officers and other senior executives, to account for changes in the cost of living in the province of Québec and in Canada.

Individual Performance Incentives (Bonuses)

Individual performance incentives (bonuses) are designed to incentivize the contribution of the Named Executive Officers and the other senior executives to the Company’s key strategies, which contributions are evaluated through an annual performance review process. Bonuses are granted in accordance with each executive’s individual performance as well as corporate objectives including the results of the Company’s development programs. Should the Company ever generate revenues, which currently it does not, such revenues and any profits would also factor into the determination of annual performance bonuses to be paid to senior executive officers.

The target bonus payment for Named Executive Officers (other than the President and Chief Executive Officer and Chief Medical Officer) is set at twenty-five percent (25%) of base salary. The target bonus payment for the Chief Medical Officer is set at thirty-five percent (35%) of base salary. For 2019, the President and Chief Executive Officer was eligible to receive a cash bonus of 70% of his base salary. In February 2020, the Board approved that the percentage of the cash bonus the President and Chief Executive Officer would be eligible to receive would be increased to 100% of his base salary. The actual bonus amount paid, however, depends upon the achievement of the corporate objectives established by the Board and subject to periodic review.

Stock Option Plan

The Company believes that the granting of stock options helps align management’s interests with the goal of maximizing shareholder value. The number of stock options granted is determined based on each senior executive’s position. The Company allocates stock options to the Named Executive Officers based on the following criteria:

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• the then current market value of the underlying Common Shares;

• the “Black-Scholes” value of the stock options (as referred to herein);

• the number of previously-granted stock options to the applicable Named Executive Officer;

• the exercise price of the previously-granted stock options; and

• whether and to what extent granting additional stock options will serve as a reasonable “retention incentive” to the applicable Named Executive Officer.

Option grants to Named Executive Officers and other senior executives, other than the President and Chief Executive Officer, are proposed by the President and Chief Executive Officer to the Compensation Committee (formerly the Human Resources and Governance Committee), which evaluates the proposal, having regard to, among other factors, the number, vesting and exercise price of previously-granted stock options to each individual, before making a recommendation to the Board. The Compensation Committee also reviews any proposed amendments to the Plan before making a recommendation to the Board in respect of such amendments.

Performance Graph

The outstanding common shares of the predecessor of the Company prior to the 2012 corporate reorganization began trading on the TSX on June 22, 2000.

The Common Shares began trading under the symbol “BLU” on the TSX, on a post-consolidated basis, on August 19, 2019, and on NASDAQ on September 5, 2019.

The following graph compares, as at the end of each year up to December 31, 2019, the cumulative total shareholder return on $100 invested in Common Shares on December 31, 2014, with the cumulative total shareholder return on the S&P/TSX Composite Index, assuming reinvestment of all dividends.

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The trend shown by the above performance graph does not directly correlate to the compensation paid to the Named Executives Officers. The factors considered by the Company’s Compensation Committee and by the Board in determining compensation matters, such as individual and company performance and market demand for skilled professionals, may not be significantly affected by the market price of the Common Shares. Shareholder return realized on the Common Shares is affected by a number of factors, including the Company’s performance and general market and economic conditions, many of which are beyond the control of the Company and the Named Executive Officers. Some of these risks are discussed under the “Risk Factors” section of the Company’s Annual Information Form dated February 26, 2020, accessible through SEDAR at www.sedar.com.

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Termination and Change of Control Benefits

In case of termination in 2019, for reason other than for just cause or for good reason, and other than termination following a change of control of the Company, Mr. Roberto Bellini, Mr. Francois Desjardins, Dr. Catherine Bonuccelli, Dr. Denis Garceau and Mr. Tony Matzouranis are entitled, under their employment agreements, to lump sum payments of $401,994, $232,500, $552,075⁽¹⁾, $381,358 and $248,250, respectively. Assuming termination on December 31, 2019, lump sum payments of $401,994, $232,500, $552,075⁽¹⁾, $381,358 and $248,250 would have been made to each of Mr. Roberto Bellini, Mr. Francois Desjardins, Dr. Catherine Bonuccelli, Dr. Denis Garceau and Mr. Tony Matzouranis, respectively. Mr. Roberto Bellini, Mr. Francois Desjardins, Dr. Catherine Bonuccelli, Dr. Denis Garceau and Mr. Tony Matzouranis would have realized $5,196,185, $1,310,623, nil, $1,752,251 and $1,382,874, respectively, on the exercise of vested stock options on December 31, 2019.

In case of termination in 2019 of the employment within 6 months following a change of control of the Company, each of Mr. Roberto Bellini, Mr. Francois Desjardins, Dr. Catherine Bonuccelli, Dr. Denis Garceau and Mr. Tony Matzouranis are entitled, under their employment agreements, to lump sum payments of $401,994, $232,500, $552,075⁽¹⁾, $381,358 and $248,250, respectively. Assuming termination on December 31, 2019, following a change in control of the Company, lump sum payments of $401,994, $232,500, $552,075⁽¹⁾, $381,358 and $248,250, would be made to each of Mr. Roberto Bellini, Mr. Francois Desjardins, Dr. Catherine Bonuccelli, Dr. Denis Garceau and Mr. Tony Matzouranis, respectively. A change of control of the Company would also trigger the full vesting of all unvested stock options of the Company on an accelerated basis. Mr. Roberto Bellini, Mr. Francois Desjardins, Dr. Catherine Bonuccelli, Dr. Denis Garceau and Mr. Tony Matzouranis would realize $11,621,564, $2,803,499, $670,555, $3,668,999 and $3,081,373, respectively, on the exercise of stock options on December 31, 2019.

⁽¹⁾ Presented in $CDN but payable in $US. Converted to Canadian dollars based on an exchange rate of 1.3212

Compensation of Directors

The members of the Board are remunerated for services rendered in their capacity as directors of the Company through a combination of cash compensation and stock options.

Compensation of the Non-Executive Members of the Board for the 2019 financial year: Non-executive members of the Board during this period received an annual retainer fee of $45,000, with an

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additional retainer fee of $25,000 paid to the lead director. Additionally, directors who served on committees of the Board were entitled to additional fees, as follows: an annual retainer of $12,500 for the Chair of the former Human Resources and Governance Committee, an annual retainer of $20,000 for the Chair of the Audit Committee and an annual retainer of $7,500 for each other committee member. During the 2019 financial year, the Human Resources and Governance Committee, with the assistance of the President and Chief Executive Officer and the Vice President, Finance, conducted a benchmarking analysis using publically available compensation information filed by companies in the Peer Group. The Committee compared the total compensation of the members of the Board of the Company with that of the directors of companies in the Peer Group in order to assess reasonableness. Based on this benchmarking analysis, the Committee concluded that the compensation of members of the Board should be increased by 20% for the 2020 financial year. The Committee recommended such increase to the Board, and its recommendation was approved.

Summary Compensation Table for Non-Executive Members of the Board for the financial year ended December 31, 2019: The following table provides details relating to the compensation of the non-executive members of the Board during the financial year ended December 31, 2019.

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Outstanding Share-Based Awards and Option-Based Awards: The following table provides details of all awards outstanding at the end of the financial year ended December 31, 2019 for each of the non-executive members of the Board.

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Value vested or earned on incentive plan awards during the most recently completed financial year:

The following table indicates for each of the non-executive directors of the Company, the value on vesting of all awards during the 2019 financial year.

Compensation Governance

In March 2020, a decision was made by the Board to split the Human Resources and Governance Committee into two separate committees, namely the Compensation Committee and the Nominating and Corporate Governance Committee, effective as of the date hereof, and to allocate the roles and responsibilities of the former Human Resources and Governance Committee to such two committees in the manner described in this Circular. Up to March 2020, the members of the Human Resources and Governance Committee were Mr. Joseph Rus (Chair), Dr. Youssef L. Bennani and Mr. Pierre Larochelle.

The mandate of the Compensation Committee includes reviewing the compensation arrangements for the Company’s employees, including executive officers and directors, making recommendations to the Board with respect to such compensation arrangements, and to the Company’s incentive compensation plans and equity-based plans, and overseeing succession planning. Moreover, the Compensation Committee is responsible for reviewing and making recommendations to the Board as to the compensation of the President and Chief Executive Officer, the objectives of the President and Chief Executive Officer and the assessment of whether and to what extent such objectives are met. The members of the Compensation Committee are Mr. Joseph Rus (Chair), Dr. Youssef L. Bennani, Dr. Clarissa Desjardins and Mr. Pierre Larochelle.

The members of the Compensation Committee are all independent directors of the Company. Each member of the Committee has skills and experience relevant to compensation matters, including making decisions and determinations as to the suitability of compensation policies and practices. Each member has held a number of executive management positions, including, in most cases, as president of a company to whom the human resources department reported. In connection with each member’s various responsibilities in such positions, each member of the Committee has experience implementing and managing compensation policies and practices, including with respect to wage policies, management compensation, succession planning and share-based incentive programs.

The Board has adopted a charter of the Compensation Committee that clearly establishes the Compensation Committee’s mandate and responsibilities, the required member qualifications, the procedures for the appointment and removal of members, as well as the committee’s structure, operations and reporting obligations to the Board. The charter also allows for an outside consultant or advisor to be engaged to assist the Compensation Committee with the approval of the Nominating and Corporate

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Governance Committee. No such consultant or advisor was retained by the Company to assist the Compensation Committee during the 2019 financial year.

The Compensation Committee also reviews the compensation policies and practices of the Company taking into account risks associated with these policies and practices. The Compensation Committee has not identified risks associated with the Company’s compensation policies which could have material adverse consequences on the Company. The risks and uncertainties which may have material adverse consequences on the Company are disclosed in the Company’s public filings, including its Annual Information Form.

Although the Company has not adopted a policy forbidding Named Executive Officers and directors from purchasing financial instruments relating to the Common Shares, the Company is not aware of any insider having entered into such a transaction.

EQUITY COMPENSATION PLANS

Amended and Restated Stock Option Plan

Under its amended and restated stock option plan (the “Amended and Restated Stock Option Plan”), the Company may grant, together with any Common Shares reserved for issuance under any other security-based compensation arrangement, options in respect of up to 12.5% of the issued and outstanding Common Shares of the Company from time to time. As at March 18, 2020, the total number of Common Shares issued under the Plan and issuable under outstanding stock options granted under the Plan and the percentage of the Company’s issued and outstanding Common Shares represented by such shares, was as follows:

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The purchase price for Common Shares granted under stock options is determined by the Compensation Committee but shall not be less than the volume weighted average trading price for such Common Shares for the five days preceding the effective date of grant during which the Common Shares were traded on the TSX. In no event may the term of any stock option exceed 10 years from the date of the grant of the stock option. Any stock option granted under the Plan is personal to the optionee and is non-assignable.

The Plan provides for the following limitations on the number of Common Shares issuable thereunder:

Subject to any express resolution passed by the Board or the Compensation Committee, a stock option, and all rights to purchase Common Shares pursuant thereto, shall expire and terminate immediately upon an optionee ceasing to be a director, full-time employee, consultant or member of the Scientific Advisory Board of the Company and its affiliates. For greater certainty, the optionee shall not lose any rights to any stock options granted pursuant to the Plan if he or she changes positions within the Company or its affiliates so long as he or she remains eligible. If, before the expiry of a stock option, in accordance with the terms thereof, the employment of the optionee by the Company and its affiliates terminates for any reason whatsoever other than termination by the Company or its affiliates for cause, but including termination by reason of the death of the optionee, such stock option may, subject to the terms thereof and any other terms of the Plan, be exercised, if the optionee is deceased, by the legal personal representative(s) of the estate of the optionee during the first three months following the death of the optionee, or if he or she is alive, by the optionee, at any time within three months of the date of termination of the employment of the optionee (but in either case prior to the expiry of the option in accordance with the terms thereof), but only to the extent that the optionee was entitled to exercise such stock option at the date of the termination of his or her employment.

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Notwithstanding any vesting period determined by the Board in respect of any stock option granted to an optionee at any time, the Board may, upon written notice to all the optionees, provide that all or a portion of the then vested or unvested stock options held by such optionees will become exercisable in full as of a specified time prior to the consummation of an Acquisition Event (as defined below) and that all or a portion of the stock options (whether or not vested) will terminate immediately prior to the consummation of such Acquisition Event, except to the extent exercised by the optionees before the consummation of such Acquisition Event; provided, however, that in the event of an Acquisition Event under the terms of which holders of Common Shares will receive upon consummation thereof a cash payment for each Common Share surrendered pursuant to such Acquisition Event (the “Acquisition Price”), then the Board may instead provide in such notice that all or a portion of the outstanding vested or unvested (or both) stock options shall terminate upon consummation of such Acquisition Event and that each optionee shall receive, in exchange therefore, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of Common Shares subject to such outstanding stock options (whether or not then vested), exceeds (B) the aggregate exercise price of such stock options. For the purposes thereof, “Acquisition Event” shall mean any transaction or series of transactions after which a Person (or a related group of Persons) owns at least 50.1% of the Common Shares; and “Person” shall mean any individual, corporation or company, partnership, joint venture, syndicate, sole proprietorship, trust, trustee, executor, administrator or other legal representative or an unincorporated organization, government or governmental authority or entity.

Notwithstanding anything contained to the contrary in the Plan, or in any resolution of the Board in the implementation thereof, the Board may, by resolution, and with the approval of the TSX, approve, at the election of optionees who cease to be directors of the Company upon application of the mandatory retirement policy adopted by the Board from time to time, either:

The election referred to above shall be made in writing to the Company no later than the date upon which such optionees cease to be directors of the Company upon application of the mandatory retirement policy. The Board shall not, in the event of any such election, be under any obligation to accelerate the date, or extend the exercise period, in accordance with which any stock option may be exercised by any other optionee.

The Plan provides that the Board may amend or discontinue the Plan at any time without notice or approval from the shareholders of the Company or any optionee, for any purpose whatsoever, including, without limitation for the purpose of:

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provided, however, that no such amendment may increase the maximum number of Common Shares issuable pursuant to the Plan, change the manner of determining the minimum Option Price (as defined in the Plan), alter the stock option exercise period following the expiration of the Blackout Period (as defined in the Plan) or, without the consent of the optionee, adversely alter or impair any stock option previously granted to an optionee under the Plan.

The Plan also provides that (i) a reduction in the Option Price, (ii) an extension of the expiration date of an outstanding stock option, (iii) any amendment to the definition of “Eligible Person” under the Plan, or (iv) any amendment which would permit stock options to be transferable or assignable other than for normal estate settlement purposes, may not be made without the approval of the shareholders of the Company (excluding the votes of securities held directly or indirectly by insiders benefiting from the amendment), provided that: (x) an adjustment to the Option Price pursuant to Article 9 of the Plan and (y) an extension of the expiry date pursuant to Section 5.6 of the Plan, in each case subject to any applicable regulatory requirements, shall not require approval of the shareholders of the Company.

The Plan provides that if the term of a stock option of any eligible person under the Plan expires during or within 10 business days of the expiration of a Blackout Period (as defined in the Plan), then the term of the stock option or the unexercised portion thereof, shall be extended by 10 business days after the expiration of the Blackout Period.

The Plan also provides that the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, following a stock option exercise, if the underlying Common Shares issuable are not to be sold on the optionee’s behalf by the Company, the optionee must, in addition to following the procedures set out elsewhere in the Plan, and as a condition of exercise: (i) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or (ii) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded; and must in all other respects follow any related procedures and conditions imposed by the Company. In the event of an exercise pursuant to which Common Shares issuable to the optionee are to be sold on the optionee’s behalf, the Company shall deduct from any proceeds payable to the optionee any and all amounts necessary to satisfy the Company’s withholding and/or remittance obligations under applicable law.

The anti-dilution provisions of the Plan adjust the exercise price and, in some cases, the amount of underlying shares that may be subscribed, in the event of the following scenarios: (i) a reorganization of the share-capital; (ii) an issuance of rights, stock options or warrants to all or substantially all of the shareholders to subscribe for or purchase shares at a price per Common Share that is less than 95% of the market price per Common Share; (iii) a payment or issuance of a special dividend in cash or in kind; (iv) an issuer bid where the consideration per Common Share exceeds the market price per Common Share; and (v) other events affecting the shareholders where an optionee has exercised his/her stock options after the effective date of such event.

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In connection with the listing of the Common Shares on NASDAQ in September 2019, the Board approved certain amendments to the Plan, such amendments being effective as of February 26, 2020. In particular, such amendments relate to: (i) the registration requirements applicable to any Common Shares issued under the Plan pursuant to the United States Securities Act of 1933, as amended, and any applicable state securities laws; and (ii) certain United States tax law matters applicable to optionees who are United States citizens, permanent residents or for whom a benefit under the Plan would otherwise be subject to taxation under the U.S. Internal Revenue Code of 1986, as amended, and the rulings and regulations in effect thereunder (which United States tax law matters do not modify the Plan in respect of any other category of optionee).

Deferred Share Unit Plans

Effective January 1, 2007, the Company adopted a deferred share unit plan for directors and a deferred share unit plan for designated employees (the “DSU Plans”) pursuant to which members of the Board may, on an annual basis, elect to receive 100% of their Board retainer in the form of DSUs and designated employees may elect to receive all or any part of their annual bonus in the form of DSUs. The DSUs are redeemable once a Board member is no longer a member of the Board or a designated employee no longer employed by the Company, and vest immediately upon being granted to such persons. Upon redemption, the value of the DSUs credited to a Board member or designated employee will be based on the value of the underlying Common Shares as at that date, as adjusted pursuant to the terms of the applicable DSU Plan, and will be payable to such Board member or designated employee in a lump sum cash payment, subject to applicable withholding taxes.

As at December 31, 2019, each DSU had a cash value of $9.342.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No officers, directors, employees or former officers, directors and employees of the Company were indebted to the Company as at March 18, 2020.

PART 4.
REPORT ON CORPORATE GOVERNANCE AND OTHER ITEMS

The CSA has adopted National Policy 58-201 - Corporate Governance Guidelines (the “Guidelines”) to provide guidance to Canadian reporting issuers on matters of corporate governance. The Guidelines relate to a number of significant governance issues, including the proper role of the board of

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directors, its structure and composition and its relationship with shareholders and management. The CSA has also adopted National Instrument 58-101 - Disclosure of Corporate Governance Practices requiring that disclosure be made by a Canadian reporting issuer of its corporate governance practices. A complete description of the Company’s corporate governance practices, with specific references to each of the Guidelines, is attached hereto as Schedule “B”. The former Human Resources and Governance Committee, composed up to March 2020 of Mr. Joseph Rus (Chair), Mr. Pierre Larochelle and Dr. Youssef L. Bennani, reviewed the disclosure set out in Schedule “B”.

The Nominating and Corporate Governance Committee (and formerly the Human Resources and Governance Committee) periodically monitors corporate governance proposals made by the CSA. As new standards become effective, the Nominating and Corporate Governance Committee amends, where necessary and appropriate, the Company’s corporate governance practices and the eligibility requirements for members of the Board to sit on each committee.

Committees of the Board

The following is a description of the current committees of the Board:

Audit Committee

The mandate of the Audit Committee includes assisting the Board in its oversight of (i) the integrity of the Company’s financial statements, accounting and financial reporting processes, system of internal controls over financial reporting and audit process, (ii) the Company’s compliance with, and process for monitoring compliance with, legal and regulatory requirements so far as they may relate to matters of financial reporting, (iii) the independent auditors’ qualifications, independence and performance, and (iv) the performance of the Company’s internal audit function (if any). The current members of the Audit Committee are Mr. Pierre Larochelle (Chair), Mr. Franklin M. Berger and Mr. Joseph Rus.

All of the members of the Audit Committee are “independent directors” as defined under applicable law and the listing standards and applicable policies of the TSX and the NASDAQ and such members meet the independence, experience and expertise requirements under such laws, listing standards and applicable policies and under the applicable policies of the Board.

Additional information regarding the Audit Committee can be found under the heading “Audit Committee” in the Company’s Annual Information Form for the year ended December 31, 2019 (the “Annual Information Form”).

Compensation Committee

In March 2020, a decision was made by the Board to split the Human Resources and Governance Committee into two separate committees, namely the Compensation Committee and the Nominating and Corporate Governance Committee, effective as of the date hereof, and to allocate the roles and responsibilities of the former Human Resources and Governance Committee to such two committees in the manner described below. Up to March 2020, the members of the Human Resources and Governance Committee were Mr. Joseph Rus (Chair), Dr. Youssef L. Bennani and Mr. Pierre Larochelle.

The mandate of the Compensation Committee includes reviewing the compensation arrangements for the Company’s employees, including executive officers and directors, and making recommendations to the Board with respect to such compensation arrangements, as well as making recommendations to the Board with respect to the Company’s incentive compensation plans and equity-based plans, and overseeing succession planning. The members of the Compensation Committee are Mr. Joseph Rus (Chair), Dr. Youssef L. Bennani, Dr. Clarissa Desjardins and Mr. Pierre Larochelle.

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Nominating and Corporate Governance Committee

The mandate of the Nominating and Corporate Governance Committee is to develop and make recommendations to the Board with respect to corporate governance matters, including preparing and reviewing the Company’s disclosure with respect to corporate governance before such disclosure is submitted to the Board for approval. The Nominating and Corporate Governance Committee is also responsible for the review and periodic update of the Company’s corporate governance mandates, charters, policies and procedures, including its Code of Ethics, which governs the conduct of the Company’s directors, officers and other employees. Moreover, the Nominating and Corporate Governance Committee is mandated to examine, on an annual basis, the size and composition of the Board and, if appropriate, make recommendations in that regard in order to ensure the composition of the Board facilitates effective decision-making.

In addition, the Nominating and Corporate Governance Committee’s mandate includes identifying individuals qualified to become members of the Board and making recommending to the Board with respect to nominees to be put before shareholders at each annual meeting, as well as recommendations with respect to the process for board, committee and director assessment. In identifying potential candidates, the Committee seeks to put forward individuals it believes represent potentially suitable candidates and also solicits names of other potentially suitable candidates from the other members of the Board of Directors and from members of management. The Committee then considers the qualifications and qualities of each individual in light of the needs of the Board and of the Company and makes a recommendation to the Board on that basis.

The members of the Nominating and Corporate Governance Committee are Mr. Franklin Berger (Chair), Dr. Youssef L. Bennani and Dr. Clarissa Desjardins.

Communications, Insider Trading, Confidential Information and Disclosure Policies

The Board is committed to an effective communications policy with all its stakeholders, including shareholders, suppliers, advertisers, employees, agents and members of the investment community. The Company is committed to complying with all applicable laws, regulations and policies, as well as with best practices in the field. This commitment is evidenced, notably, by the adoption by the Company of a Disclosure and Trading Policy.

The Audit Committee or the Board reviews in advance all press releases which disclose financial results. Other continuous disclosure documents, including, without limitation, the annual report, proxy materials and Annual Information Form are reviewed by members of the Company’s Disclosure Committee and, where appropriate, the Board and, where required, these documents are also reviewed and approved by the Board.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS AND MANAGEMENT CONTRACTS

Consulting and Service Agreement

The Company has entered into a Consulting and Service Agreement with effect from January 1, 2010, with Picchio International providing for strategic advice on matters pertaining to the development and commercialization of pharmaceutical products to provide health solutions to address critical unmet needs. Under the terms of that agreement Picchio International has assigned primary responsibility for providing such services to Dr. Francesco Bellini. For the services, a monthly retainer of $20,833, is paid, plus applicable taxes, and Picchio International is reimbursed for its reasonable expenses incurred in the proper conduct of the services. The Consulting and Services Agreement automatically renews for successive one-year terms, unless one party advises the other party of its intention not to renew by October 1 of the current

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year. During the fiscal period ended December 31, 2019, Picchio International received $381,000 under the Consulting and Services Agreement.

The Consulting and Services Agreement was automatically renewed for a one-year period, commencing on January 1, 2020.

2020 SHAREHOLDER PROPOSALS

Shareholder proposals must be submitted no later than December 18, 2020 to be considered for inclusion in the Management Information Circular for the purposes of the Company’s 2021 annual meeting of shareholders.

ADDITIONAL INFORMATION

Financial information is provided in the Company’s audited financial statements and management's discussion and analysis for its most recently completed financial year. Copies of these documents and additional information relating to the Company are available on SEDAR at www.sedar.com.

APPROVAL BY DIRECTORS

The contents of the Circular and the sending thereof have been approved by resolution of the Board.

DATED at Montréal, Québec, Canada, March 18, 2020.

(signed) Sébastien Roy
Corporate Secretary

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SCHEDULE “A”

RESOLUTION RELATED TO UNALLOCATED STOCK OPTIONS

WHEREAS the Board of Directors of the Corporation amended the amended and restated stock option plan of the Corporation on March 14, 2005 to provide that the maximum number of Common Shares issuable thereunder would be fixed at 12.5% of the Common Shares issued and outstanding and that the amended and restated stock option plan (the “Plan”) has since been further amended and restated.

WHEREAS the shareholders of the Corporation approved on May 12, 2005, the amendments to the Plan, by a majority of votes cast and confirmed and ratified such approval on April 15, 2008, on May 11, 2011, on May 7, 2014 and on May 16, 2017;

WHEREAS the rules of Toronto Stock Exchange provide that all unallocated options, rights or other entitlements under a security-based compensation arrangement which do not have a fixed number of maximum securities issuable be re-approved every three (3) years;

NOW THEREFORE BE IT RESOLVED THAT:

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SCHEDULE “B”

CORPORATE GOVERNANCE PRACTICES

This Schedule provides a detailed comparison of the Company’s governance practices with the Guidelines. All capitalized terms used but not defined in this Schedule shall have the meanings ascribed thereto in the Circular.

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2. BOARD MEMBERSHIP

2.1 Number of Members - The board shall consist of such number of directors as the board may determine from time to time, provided that such number shall be within the minimum and maximum number of directors set out in the Company’s articles.

2.2 Independence of Members -

2.3 Election and Appointment of Directors - Directors shall be elected by the shareholders at each annual meeting of shareholders, provided that if directors are not elected at any annual meeting, the incumbent directors continue in office until their successors are elected.

2.4 Vacancy - The board may appoint a member to fill a vacancy, which occurs in the board between annual elections of directors to the extent permitted by the CBCA and any other applicable legal and stock exchange listing requirements.

2.5 Removal of Members - Any director may be removed from office by an ordinary resolution of the shareholders at a special meeting of shareholders.

2.6 Additional Directors - In addition to filling vacancies on the board, the directors may at any time, without exceeding the number of directors provided by the articles of the Company, appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next

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annual meeting of shareholders, provided that the total number of directors so appointed may not exceed one-third (1/3) of the number of directors elected at the previous annual meetings of shareholders.

3. BOARD CHAIR

3.1 Chairperson of the Board - The chairperson of the board shall, to the extent practicable, be independent within the meaning of the Canadian Guidelines and any other applicable legal and stock exchange listing requirements.

3.2 Chairperson of Meetings - The chairperson of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairperson of the board, the deputy chairperson, or chairperson of the executive committee of the board (if such a committee is constituted). If no such officer is present, the directors present shall choose one of their number to be chairperson.

4. MEETINGS OF THE BOARD

4.1 Quorum - Unless otherwise fixed by resolution of the directors, a quorum of the board shall be a majority of its members.

4.2 Secretary - The secretary of the board shall be designated from time to time in accordance with the by-laws of the Company.

4.3 Time and Place of Meetings - Meetings of the board shall be held from time to time and at such place as the board, the deputy chairperson, the chairperson of the board, the chairperson of the executive committee of the board (if such a committee is constituted) or any two directors may determine.

4.4 Right to Vote - Each member of the board shall have the right to vote on matters that come before the board unless precluded by the CBCA and any other applicable legal and stock exchange listing requirements.

4.5 Invitees - The board may invite officers and employees of the Company or any other person to attend meetings of the board to assist in the discussion and examination of the matters under consideration by the board.

4.6 Meeting of Independent Directors - The independent directors must hold regularly scheduled meetings at which only independent directors are present but, in no event, shall the independent directors meet fewer than two (2) times per year.

4.7 Attendance and Preparedness - Directors are expected to attend regularly scheduled meetings of the board and of the shareholders and to have prepared for the meetings by, at a minimum, reviewing in advance of the meeting the materials delivered in connection with the meeting. The attendance record of individual directors at meetings of the board will be disclosed in the Company’s proxy circular as required by applicable law.

5. OUTSIDE ADVISORS

5.1 Retaining and Compensating Advisors - Each director shall have the authority to retain outside counsel and any other external advisors as appropriate with the approval of the Nominating and Corporate Governance Committee.

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6. REMUNERATION OF BOARD MEMBERS

6.1 Members of the board shall receive such remuneration for their service on the board and its committees as the board may determine from time to time.

7. DUTIES AND RESPONSIBILITIES OF THE BOARD

7.1 Specific Aspects of Stewardship Function - In adopting this mandate, the board hereby explicitly assumes responsibility for the matters set out below:

7.2 Corporate Governance Matters - The board shall adopt and maintain corporate governance principles and guidelines recommended to it by the Nominating and Corporate Governance Committee and which comply with all applicable legal and stock exchange listing requirements and with such recommendations of relevant securities regulatory authorities and stock exchanges as the board may consider appropriate.

7.3 Nomination and Appointment of Directors -

7.4 Significant Decisions - The board shall require management to obtain its approval for all significant decisions, including major financings, acquisitions, dispositions, budgets and capital expenditures.

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7.5 Information Flow from Management - The board shall require management to keep it aware of the Company’s performance and events affecting the Company’s business, including opportunities in the marketplace and adverse or positive developments.

7.6 Position Descriptions - The board shall develop clear position descriptions for the chairperson of the board, the deputy chairperson and the chair of each board committee. In addition, the board, together with the CEO, shall develop a clear position description for the CEO.

7.7 Corporate Objectives - The board shall approve specific financial and business goals and objectives, which will be used as a basis for measuring the performance of the CEO.

7.8 Delegation to Committees -

7.9 Delegation to Management - Subject to the Company’s articles and by-laws, the board may designate the offices of the Company, appoint officers, specify their duties and delegate to them powers to manage the business and affairs of the Company, except to the extent that such delegation is prohibited under the CBCA and any other applicable legal and stock exchange listing requirements.

7.10 Residual Authority - The board retains responsibility for any matter that has not been delegated to management or to a committee of the directors.

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7.11 Financial Statements - The board shall review and, if appropriate, approve the Company’s annual financial statements after the Audit Committee has reviewed and made a recommendation on those statements to the board.

7.12 Compensation Matters -

7.13 Code of Ethics -

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7.14 Communication Policy - The Board shall periodically review the Company’s overall communications policy, including measures for receiving feedback from stakeholders.

8. REGULAR BOARD ASSESSMENTS

8.1 Establish Process - The board shall establish a process to be carried out by the Nominating and Governance Committee for regularly assessing the effectiveness and contribution of the board, its committees and each individual director.

8.2 Amendments to Mandate - The board will review and reassess the adequacy of its mandate on a regular basis.

9. ORIENTATION AND CONTINUING EDUCATION

9.1 The board shall ensure that all new directors receive a comprehensive orientation.

9.2 The board shall provide continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure their knowledge and understanding of the Company’s business remains current.

10. INTERPRETATION

10.1 The provisions of this mandate shall at all times be subject to the provisions of the CBCA, the articles and the by-laws of the Company and any other applicable legal and stock exchange listing requirements.

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This mandate is intended as a component of the flexible governance framework within which the board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s articles and by-laws, it is not intended to establish any legally binding obligations. The Directors have the right to derogate from the provisions of this mandate where the circumstances warrant it, to the extent permitted by applicable laws, regulations and listing requirements and the Company’s articles and by-laws.

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	8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
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BELLUS HEALTH INC.

OFFICER’S CERTIFICATE

VIA SEDAR

April 8, 2020

In relation to the annual general and special meeting of securityholders of BELLUS Health Inc. (the “Issuer”) to be held on May 14, 2020 (the “Meeting”) and as required under Section 2.20 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), the undersigned certifies for and on behalf of the Issuer, and not in a personal capacity, that the Issuer:

The Issuer is thus relying on Section 2.20 of NI 54-101 to abridge the time periods prescribed in subsections 2.1(b), 2.2(1) and 2.5(1) of NI 54-101.