Exhibit 99.31
 
 NOTICE OF ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON
THURSDAY, MARCH 25, 2010
 AND
 MANAGEMENT PROXY CIRCULAR
 FEBRUARY 23, 2010




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##### 



NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
 Company
 Meeting
 (1)
    
    to receive the consolidated financial statements for the fiscal year ended November 30,
2009, as well as the auditors report thereon;(2)
    
    to elect directors for the ensuing year;(3)
    
    to appoint auditors for the ensuing year and authorize the directors to set their
compensation;(4)
    
    to consider, and if deemed advisable, to pass Resolution 2010-1 (the text of which is attached
as Appendix A to the accompanying Management Proxy Circular), with or without amendments, approving
the shareholder rights plan, the whole as described in the accompanying Management Proxy Circular;
and(5)
    
    to transact such other business as may properly come before the Meeting.
  BY ORDER OF THE BOARD OF DIRECTORS(signed) Jocelyn LafondJocelyn Lafond
Corporate Secretary




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##### 



MANAGEMENT PROXY CIRCULAR
 The information contained in this management proxy circular (the  Circular ) is given as at
February 23, 2010, except as otherwise noted. All dollar amounts set forth herein are expressed in
Canadian dollars and the symbol $ refers to the Canadian dollar, unless otherwise indicated.




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##### 



TABLE OF CONTENTS
 ITEM I. INFORMATION RELATING TO THE ANNUAL AND SPECIAL MEETING
    
    
    11. Voting
    
    
    1A. By Proxy
    
    
    1B. In Person
    
    
    2C. Voting Securities and Principal Holders
    
    
    22. Subjects To Be Treated at the Meeting
    
    
    3A. Receipt of Financial Statements
    
    
    3B. Election of Directors
    
    
    3C. Appointment of Auditors
    
    
    5D. Approval of Shareholder Rights Plan
    
    
    6E. Other Matters to be Acted Upon
    
    
    10ITEM II. COMPENSATION
    
    
    111. Executive Compensation
    
    
    11A. Compensation Discussion & Analysis
    
    
    11B. Summary Compensation Table
    
    
    15C. Incentive Plan Awards
    
    
    17D. Termination and Change of Control Provisions
    
    
    19E. Performance Graph
    
    
    24F. Other Information
    
    
    252. Director Compensation
    
    
    26A. Determination of Director Compensation
    
    
    26B. Director Compensation Table
    
    
    27C. Incentive Plan Awards
    
    
    28D. Other Information
    
    
    31ITEM III. CORPORATE GOVERNANCE DISCLOSURE
    
    
    321. Board of Directors
    
    
    32A. Independence
    
    
    32B. Meetings of the Board
    
    
    32C. Other Board Memberships
    
    
    332. Mandate of the Board of Directors
    
    
    333. Position Descriptions
    
    
    334. Orientation and Continuing Education
    
    
    335. Ethical Business Conduct
    
    
    346. Nomination of Directors
    
    
    347. Compensation
    
    
    34A. Independence
    
    
    34B. Meetings of the Compensation Committee
    
    
    348. Audit Committee
    
    
    34A. Independence
    
    
    34B. Meetings of the Audit Committee
    
    
    359. Other Committees
    
    
    35A. Financing Committee
    
    
    35B. Strategic Committee
    
    
    3510. Assessment
    
    
    36ITEM IV. OTHER INFORMATION
    
    
    371. Additional Documentation
    
    
    372. Approval By The Board Of Directors
    
    
    37APPENDIX A  Resolution 2010-1 Shareholder Rights PlanAPPENDIX B  Compensation Committee CharterAPPENDIX C  Mandate of the Board of DirectorsAPPENDIX D  Director Orientation and Continuing Education PolicyAPPENDIX E  Nominating and Corporate Governance Committee Charter




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##### 



ITEM I. INFORMATION RELATING TO THE ANNUAL AND SPECIAL MEETING
 1. Voting
 Meeting .
 A. By Proxy
 Solicitation of Proxies
 Company Theratechnologies Notice of
Meeting
  Terms of Proxy Grant
 However, you have the right to appoint a person or company other than the ones designated in the
form of proxy to represent you at the Meeting
 If you hold your shares through an intermediary Computershare
 Proxy Voting
 In the absence of
instructions, the voting rights attached to the shares referred to in your form of proxy will be
exercised FOR the matters mentioned in the attached Notice of Meeting.
  Information
Relating to the Meeting
    
    Page 1Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Delivery of Form of Proxy and Deadlines
 If you hold your shares personally and are a registered shareholder in the registry of shareholders
of the Company th
 If you hold your shares through an intermediary
 Revocation of a Proxy
  If you hold your shares personally and are a registered shareholder in the registry of shareholders
of the Company, th
 If you hold your shares through an intermediary
 B. In Person
 If you hold your shares personally and are a registered shareholder in the registry of shareholders
of the Company
 If you hold your shares through an intermediary
 C. Voting Securities and Principal Holders
 Common Shares
 Information Relating to the Meeting
    
    Page 2Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Record Date
  2. Subjects To Be Treated at the Meeting
  A. Receipt of Financial Statements
 www.sedar.com
 B. Election of Directors
  Composition of the Board of Directors
 Board of
Directors
 Nominees
 Unless instructions are given to abstain from voting with regard to the election of
directors, the persons whose names appear on the enclosed form of proxy will vote FOR the election
of the nominees whose names are set out in the table below.
  Information Relating to the Meeting
    

Page 3Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



www.sedar.com
  Number of CommonShares of the CompanyOwned, Directly orIndirectly,or Over WhichName, Province or State
    
    
    
    Director
    
    Control orand Country of Residence
    
    Principal Occupation
    
    Since
    
    Direction is ExercisedPaul Pommier(1) (2) (3) (4) (5)
    
    Chairman of the Board of the
    
    1997
    
    190,100Québec, Canada
    
    CompanyGilles Cloutier(3) (5)
    
    Corporate DirectorNorth Carolina,
    
    
    
    2003
    
    51,000United StatesA. Jean de Grandpré(2) (3) (4) (5)
    
    Corporate Director
    
    1993
    
    200,000Québec, CanadaRobert G. Goyer(3)
    
    Emeritus ProfessorQuébec, Canada
    
    Faculty of Pharmacy
    
    2005
    
    10,000Université de MontrealGérald A. Lacoste(1) (3) (5)
    
    Corporate Director
    
    2006
    
    11,000Québec, CanadaBernard Reculeau(2)
    
    Corporate Director
    
    2005
    
    18,100Paris, FranceYves Rosconi(4)
    
    President and Chief Executive Officer
    
    2004
    
    67,093Québec, Canada
    
    of the CompanyJean-Denis Talon(1) (2)
    
    Chairman of the BoardQuébec, Canada
    
    AXA Canada
    
    2001
    
    60,000(Insurance Company)Luc Tanguay(4)
    
    Senior Executive Vice PresidentQuébec, Canada
    
    and Chief Financial Officer of the
    
    1993
    
    83,000Company
 
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Compensation
Committee(3)
    
    Member of the Nominating and Corporate Governance
Committee(4)
    
    Member of the Financing Committee(5)
    
    Member of the
Strategic
Review Committee Information Relating to the Meeting
    

Page 4Management Proxy Circular
    
    Theratechnologies Inc.




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Cease Trade Orders, Bankruptcies, Penalties or Sanctions
  Bankruptcy and Insolvency Act (R.S. 1985, c. B-3) Bankruptcy Act
  Ambrilia Companies Creditors Arrangement Act
 C. Appointment of Auditors
   Information Relating to the Meeting
    

Page 5Management Proxy Circular
    
    Theratechnologies Inc.




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Financial Year Ended
    
    
    Financial Year EndedNovember 30, 2009
    
    
    November 30, 2008Audit Fees
    
    $
    80,000
    
    
    $
    77,000Audit-Related Fees (1)
    
    $
    17,500
    
    
    $
    71,300Tax Fees (2)
    
    $
    39,626
    
    
    $
    40,064All Other Fees
    
    
    
    
    
    
    
 
 (1)
    
    Audit-related fees relate principally to services rendered in connection with the
Companys quarterly financial statements. For the financial year ended November 30, 2008,
audit-related fees paid to KPMG also included fees related to services rendered in connection with
the Companys public offering.(2)
    
    Tax fees relate to services rendered in connection with the preparation of corporate tax
returns and general tax advice. Unless instructions are given to abstain from voting with regard to the appointment of
auditors, the persons whose names appear on the enclosed form of proxy will vote FOR the
appointment of KPMG LLP, chartered accountants, as auditors of the Company, and authorize that
compensation for their services be determined by the Board of Directors.
 D. Approval of Shareholder Rights Plan
 Rights
Plan Rights Agreement
 Purpose of the Rights Plan
  de facto
   Information Relating to the Meeting
    

Page 6Management Proxy Circular
    
    Theratechnologies Inc.




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1.
    
    TimeCurrent legislation permits a takeover bid to expire 35 days after it is initiated. The Board
of Directors is of the view that this is not sufficient time to permit shareholders to
adequately consider a takeover bid and make a reasoned and unhurried decision.2.
    
    Pressure to TenderA shareholder may feel compelled to tender his Common Shares pursuant to a takeover bid which
he considers to be inadequate, out of a concern that in failing to do so, the shareholder may
be left with illiquid or minority discounted Common Shares. The Rights Plan provides
shareholders with a mechanism which is intended to ensure that they can separate the decision
to tender, based on the merits of a bid, from the approval or disapproval of a particular
takeover bid.3.
    
    Unequal TreatmentShareholders may not be treated equally if, as current securities legislation provides, an
important number of Common Shares is acquired pursuant to a private agreement in which a
small group of shareholders or a shareholder disposes of its Common Shares at a premium to
market price, which premium is not shared with the other shareholders of the Company. In
addition, a person may gradually accumulate Common Shares through stock exchange acquisitions
which results in an acquisition of control of the Company, without payment of fair value for
control or a fair sharing of a control premium amongst all shareholders. The Rights Plan
addresses these concerns by applying to all acquisitions of 20% or more of the Common Shares
of the Company, ensuring that shareholders receive equal treatment.
 Rights
  Terms of the Rights Plan
 www.sedar.com
 Issue of Rights
 Effective Date
 Information Relating to the Meeting
    
    Page 7Management Proxy Circular
    
    Theratechnologies Inc.




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Rights-Exercise Privilege
 Separation Time Permitted Bid
 Acquiring Person Flip-in Event Common
Share Acquisition Date
  Lock-Up Agreements
 Lock-up Bid
 Certificates and Transferability
  Information Relating to the Meeting
    
    Page 8Management Proxy Circular
    
    Theratechnologies Inc.




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Permitted Bid Requirements
 Permitted Bid Permitted Bid
 (i)
    
    the bid must be made to all holders of Common Shares;(ii)
    
    the bid must include a condition without reservation providing that no share
tendered pursuant to the bid will be taken up prior to the expiry of a period of not less than
60 days and only if at such date more than 50% in aggregate of the outstanding shares held by
the shareholders other than the bidder, its associates and affiliates, and persons acting
jointly or in concert with such persons (the Independent Shareholders), have been tendered
pursuant to the bid and not withdrawn;(iii)
    
    if more than 50% in aggregate of the shares held by Independent Shareholders
are tendered to the bid within the 60-day period, the bidder must make a public announcement
of that fact and the bid must remain open for deposits of shares for an additional ten (10)
business days from the date of such public announcement.
 Waiver and Redemptions
  Exemption for Investment Managers
  Supplements and Amendments
  Information Relating to the Meeting
    
    Page 9Management Proxy Circular
    
    Theratechnologies Inc.




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Canadian Income Tax Consequences of the Rights Plan
 Income Tax Act Tax Act
  Recommendation of the Board of Directors
   Unless instructions are given to vote against, or abstain from voting on, Resolution 2010-1, the
persons whose names appear in the enclosed form of proxy will vote FOR the passing of Resolution
2010-1.
 E.
    
    Other Matters to be Acted Upon
  Information Relating to the Meeting
    
    Page 10Management Proxy Circular
    
    Theratechnologies Inc.




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ITEM
II. COMPENSATION
 Compensation Committee
 1.
    
    Executive CompensationA.
    
    Compensation Discussion & Analysis
 Objectives of the Compensation Program
  What the Compensation Program is Designed to Reward
 Compensation Program
    Statement of Executive Compensation
    

Page 11Management Proxy Circular
    
    Theratechnologies Inc.




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Benchmarked Companies
 
    
    AEterna Zentaris Inc.
    
    Angiotech Pharmaceuticals Inc.
    
    AstraZeneca Canada Inc.
    
    Bayer Inc.
    
    Beckman Coulter Canada Inc.
    
    Biogen Idec Canada Inc.
    
    BioMS Medical Corp.
    
    Cardiome Pharma Corp.
    
    Eli Lilly Canada Inc.
    
    Hoffman  La Roche Limited
    
    Labopharm Inc.
    
    Life Technologies Corporation
    
    MDS Inc.
    
    Methylgene Inc.
    
    Bellus Health Inc.
    
    Patheon Inc.
    
    QLT Inc.
    
    Sanofi Pasteur Limited
    
    Transition Therapeutics Inc.
   Decision-Making Process
  Elements of Compensation Program
  Statement of Executive Compensation
    

Page 12Management Proxy Circular
    
    Theratechnologies Inc.




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Base Salary
 th
 Performance Reward Program
  th
   Statement of Executive Compensation
    

Page 13Management Proxy Circular
    
    Theratechnologies Inc.




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Long-Term Incentive Program
 Share
Option Plan
  Description of the Share Option Plan
     Statement of Executive Compensation
    

Page 14Management Proxy Circular
    
    Theratechnologies Inc.




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Number of Securitiesto be Issued upon
    
    
    
    
    
    
    Number of SecuritiesExercise of Outstanding
    
    
    
    
    
    
    Remaining AvailableOptions
    
    
    Weighted-average
    
    
    for Future Issuance(% of Issued and
    
    
    Exercise Price of
    
    
    under EquityPlan Category
    
    Outstanding Share Capital)
    
    
    Outstanding Option
    
    
    Compensation PlanEquity Compensation
    
    
    
    
    
    $
    5.20
    
    
    
    1,244,834Plan Approved by
    
    
    2,665,800Shareholders
    
    
    (4.41
    %)Equity Compensation
    
    
    
    
    
    
    
    
    
    
    Plans Not Approved
    
    
    by ShareholdersTotal
    
    
    2,665,800
    
    
    $
    5.20
    
    
    
    1,244,834
 B.
    
    Summary Compensation Table
 Named Executive Officers
 Statement of Executive Compensation
    

Page 15Management Proxy Circular
    
    Theratechnologies Inc.




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Non-equity incentive plancompensation ($)Share-
    
    
    Option-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    All otherName and
    
    
    
    
    
    
    
    
    
    based
    
    
    based
    
    
    Annual
    
    
    Long-term
    
    
    Pension
    
    
    compen-
    
    
    Totalprincipal
    
    
    
    
    
    Salary
    
    
    awards
    
    
    awards(1) (2)
    
    
    incentive
    
    
    incentive
    
    
    value
    
    
    sation(13)
    
    
    compensationposition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    plans
    
    
    plans
    
    
    ($)
    
    
    ($)
    
    
    ($)Yves Rosconi
President and
Chief Executive
Officer
    
    
    2009
    
    
    
    426,635
    
    
    
    
    
    
    
    80,820
    (3)
    
    
    225,000
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    732,455Luc Tanguay
Senior Executive
Vice President and
Chief Financial
Officer
    
    
    2009
    
    
    
    353,354
    
    
    
    
    
    
    
    67,350
    (4)
    
    
    176,000
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    596,704Christian Marsolais
Vice President,
Clinical Research
and Medical
Affairs
    
    
    2009
    
    
    
    220,846
    
    
    
    
    
    
    
    156,040
    (5)
    
    
    100,000
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    476,886Martine Ortega
Vice President,
Compliance and
Regulatory Affairs
    
    
    2009
    
    
    
    215,827
    
    
    
    
    
    
    
    125,165
    (6)
    
    
    110,000
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    450,992Jocelyn Lafond
Vice President,
Legal Affairs,
and Corporate
Secretary
    
    
    2009
    
    
    
    200,769
    
    
    
    
    
    
    
    142,570
    (7)
    
    
    66,000
    (12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    409,339
 
 (1)
    
    The value of the awards is comprised of two grants that occurred during the last financial
year. The first grant was made on December 18, 2008 (the December 2008 Grant) and the second
occurred on December 8, 2009 (the December 2009 Grant). Only the value of the options
received by Ms. Ortega, Mr. Marsolais and Mr. Lafond as part of the December 2008 Grant and
resulting as compensation for the financial year ended November 30, 2009 has been included in
this table. The value of the option-based awards was calculated using the Black-Scholes-Merton
model using the following assumptions: (a)
    
    December 2008 Grant:
 (i)
    
    Risk-free interest rate: 1.79%;(ii)
    
    Expected volatility in the market price of the Common Shares: 79.33%;(iii)
    
    Expected dividend yield: 0%; and(iv)
    
    Expected life: 6 years.
 Fair value per option: $1.235.
 (b)
    
    December 2009 Grant:
 (i)
    
    Risk-free interest rate: 2.46%;(ii)
    
    Expected volatility in the market price of the Common Shares: 80.96%;(iii)
    
    Expected dividend yield: 0%; and(iv)
    
    Expected life: 6 years.Fair value per option: $2.694
 
 (2)
    
    The options granted as part of the December 2008 Grant vest over a three (3) year period as
to 33 1/3% beginning December 18, 2009. The options granted as part of the December 2009 Grant
vest over a three (3) year period as to 33 1/3% beginning on December 8, 2010.(3)
    
    Mr. Rosconi was granted 30,000 options as part of the
December 2009 Grant.(4)
    
    Mr. Tanguay was granted 25,000 options as part of the
December 2009 Grant. Statement of Executive Compensation
    

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(5)
    
    Mr. Marsolais was granted 35,000 options as part of the December 2009 Grant. Mr. Marsolais was
also granted 50,000 options as part of the December 2008 Grant, of which 25,000 were granted
pursuant to the terms of his employment agreement and 25,000 were granted further to his
appointment as Vice President in August 2007. Subject to Mr. Marsolais being employed by the
Company, these 50,000 options were scheduled to be granted in the financial year 2008. However, as
a result of the strategic review process that was ongoing during this financial year, the Board of
Directors decided to defer the grant of those options until completion of the strategic review
process.(6)
    
    Ms. Ortega was granted 35,000 options as part of the December 2009 Grant. Ms. Ortega was also
granted 25,000 options as part of the December 2008 Grant further to her appointment as Vice
President in August 2007. Subject to Ms. Ortega being employed by the Company, these 25,000 options
were scheduled to be granted in the financial year 2008. However, as a result of the strategic
review process that was ongoing during this financial year, the Board of Directors decided to defer
the grant of those options until completion of the strategic review process.(7)
    
    Mr. Lafond was granted 30,000 options as part of the December 2009 Grant. Mr. Lafond was also
granted 50,000 options as part of the December 2008 Grant, of which 25,000 were granted pursuant to
the terms of his employment agreement and 25,000 were granted further to his appointment as Vice
President in August 2007. Subject to Mr. Lafond being employed by the Company, these 50,000 options
were scheduled to be granted in the financial year 2008. However, as a result of the strategic
review process that was ongoing during this financial year, the Board of Directors decided to defer
the grant of those options until completion of the strategic review process.(8)
    
    The amount received by Mr. Rosconi represents 106% of his targeted bonus ($212,873). As
President and Chief Executive Officer of the Company, Mr. Rosconis objectives were aligned with
the Companys objectives. The Compensation Committee determined that he had exceeded his objectives
by leading the scientific and regulatory teams in filing a New Drug Application to the Food and
Drug Administration in the United States before the end of the second quarter.(9)
    
    The amount received by Mr. Tanguay represents 100% of his targeted bonus ($176,000). As Senior
Executive Vice President and Chief Financial Officer of the Company, Mr. Tanguays objectives were
aligned with those of the Company and included (i) managing the Companys liquidities to ensure the
corporate objectives would be attained in a cost-efficient manner and according to the annual
budget; (ii) supervising the negotiation of supply agreements with third parties for the
manufacture of tesamorelin on a commercial scale; (iii) overseeing the internal controls and
process of the Company for compliance with securities regulation; (iv) supervising the process
regarding the preparation of the Company to the new IFRS accounting rules; and (v) overseeing the
investors relations programme.(10)
    
    The amount received by Mr. Marsolais represents 135% of his targeted bonus ($73,615). As Vice
President, Clinical Research and Medical Affairs, of the Company, Mr. Marsolaiss objective were
aligned with those of the Company and consisted in the preparation and completion of the New Drug
Application to be filed with the Food and Drug Administration of the United States.(11)
    
    The amount received by Ms. Ortega represents 153% of her targeted bonus ($71,942). As Vice
President, Compliance and Regulatory Affairs, of the Company, Ms. Ortegas objectives were aligned
with those of the Company and included (i) leading the preparation of the New Drug Application to
ensure compliance with the Federal Food, Drug, and Cosmetic Act(United States); and (ii) managing
the filing process of the New Drug Application with the Food and Drug Administration in the United
States.(12)
    
    The amount received by Mr. Lafond represents 99% of his targeted bonus ($66,922). As Vice
President, Legal Affairs, and Corporate Secretary, of the Company, Mr. Lafonds objectives were
aligned with those of the Company. The main objective of Mr. Lafond consists in overseeing the
legal needs of the Company. In addition, the Compensation Committee determined that he had achieved
the following objectives (i) overseeing the anti-trust issues regarding the execution of the
collaboration and licensing agreement with EMD Serono, Inc.; (ii) assisting with the negotiations
of the supply agreements to manufacture tesamorelin on a commercial scale; and (iii) supporting the
legal needs of both the clinical research and regulatory teams.(13)
    
    Perquisites for each Named Executive Officer have not been included as they do not reach the
prescribed threshold of the lesser of $50,000 and 10% of each of the respective Named Executive
Officers salary for the last financial year. C.
    
    Incentive Plan AwardsOutstanding Option-Based Awards and Share-Based AwardsThe table below details the outstanding option-based awards and share-based awards as at
November 30, 2009 for each of the Named Executive Officers.
 Statement of Executive Compensation
    

Page 17Management Proxy Circular
    
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Option-Based Awards
    Share-Based AwardsNumber of
    
    
    
    
    
    
    
    
    
    
    Value ofsecurities
    
    
    
    
    
    
    
    
    
    
    unexercised
    
    
    Number of shares
    
    
    Market or payoutunderlying
    
    
    Option
    
    
    
    
    
    
    in-the-money
    
    
    or units of shares
    
    
    value of share-unexercised
    
    
    exercice
    
    
    Option
    
    
    options
    
    
    that have not
    
    
    based awards thatoptions
    
    
    price
    
    
    expiration
    
    
    (1)
    
    
    vested
    
    
    have not vestedName
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    ($)
    
    
    (#)
    
    
    ($)Yves Rosconi
    
    
    133,334
    
    
    
    2.61
    
    
    
    2014.10.01
    
    
    
    90,667
    
    
    
    
    
    
    
    President and
    
    
    133,334
    
    
    
    1.24
    
    
    
    2015.10.01
    
    
    
    273,335Chief Executive Officer
    
    
    25,000
    
    
    
    8.23
    
    
    
    2017.01.12
    
    
    
    25,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    37,250Luc Tanguay
    
    
    200,000
    
    
    
    10.40
    
    
    
    2011.10.30
    
    
    
    
    
    
    
    
    
    
    
    Senior Executive
    
    
    200,000
    
    
    
    8.00
    
    
    
    2012.10.30
    
    
    
    Vice President and
    
    
    125,000
    
    
    
    1.94
    
    
    
    2016.02.08
    
    
    
    168,750Chief Financial Officer
    
    
    25,000
    
    
    
    8.23
    
    
    
    2017.01.12
    
    
    
    20,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    29,800Christian Marsolais
    
    
    25,000
    
    
    
    11.48
    
    
    
    2017.07.11
    
    
    
    
    
    
    
    
    
    
    
    Vice President,
    
    
    25,000
    
    
    
    10.60
    
    
    
    2017.08.06
    
    
    
    Clinical Research
    
    
    1,000
    
    
    
    8.50
    
    
    
    2018.01.30
    
    
    
    and Medical Affairs
    
    
    65,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    96,850Martine Ortega
    
    
    25,000
    
    
    
    1.42
    
    
    
    2016.07.06
    
    
    
    46,750
    
    
    
    
    
    
    
    Vice President,
    
    
    10,000
    
    
    
    8.23
    
    
    
    2017.01.12
    
    
    
    Compliance and
    
    
    25,000
    
    
    
    11.48
    
    
    
    2017.07.11
    
    
    
    Regulatory Affairs
    
    
    25,000
    
    
    
    10.60
    
    
    
    2017.08.06
    
    
    
    1,000
    
    
    
    8.50
    
    
    
    2018.01.30
    
    
    
    40,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    59,600Jocelyn Lafond
    
    
    25,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    
    
    
    
    
    
    
    
    Vice President,
    
    
    25,000
    
    
    
    10.60
    
    
    
    2017.08.06
    
    
    
    Legal Affairs,
    
    
    65,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    96,850and Corporate
Secretary
 
 (1)
    
    The value of unexercised in-the-money options at financial year end is the difference between
the closing price of the Common Shares on November 30, 2009 ($3.29) on the TSX and the respective
exercise prices of the options. The value shown in this table does not represent the actual value
that a Named Executive Officer would have received if the options had been exercised as at November
30, 2009 since some of these options were not fully vested as of that date and, therefore, were not
exercisable. Incentive Plan Awards  Value vested or earned during the year
  Statement of Executive Compensation
    
    Page 18Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Non-equity incentiveOption-based awards
    
    
    Share-based awards
    
    
    plan compensationValue vested during
    
    
    Value vested
    
    
    Value earnedthe year(1)
    
    
    during the year
    
    
    during the yearName
    
    ($)
    
    
    ($)
    
    
    ($)Yves Rosconi
    
    
    
    
    
    
    
    
    
    
    225,000President and
Chief Executive OfficerLuc Tanguay
    
    
    
    
    
    
    
    
    
    
    176,000Senior Executive
Vice President and
Chief Financial OfficerChristian Marsolais
    
    
    
    
    
    
    
    
    
    
    100,000Vice President,
Clinical Research
and Medical AffairsMartine Ortega
    
    
    7,167
    (2)
    
    
    
    
    
    
    110,000Vice President,
Compliance and
Regulatory AffairsJocelyn Lafond
    
    
    
    
    
    
    
    
    
    
    66,000Vice President,
Legal Affairs,
and Corporate Secretary
 
 (1)
    
    The value is determined by assuming that the options vested during the financial year would
have been exercised on the vesting date. The value corresponds to the difference between the
closing price of the Common Shares on the TSX on the vesting date and the exercise price of the
options on that date.(2)
    
    8,334 options having an exercise price of $1.42 vested on July 6, 2009. On that date, the
closing price of the Common Shares on the TSX was $2.28. D. Termination and Change of Control Provisions
  Yves Rosconi
 President and Chief Executive Officer
  Statement of Executive Compensation
    
    Page 19Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Securities Act
 Value of StockSeverance
    
    
    Options (1)Events
    
    ($)
    
    
    ($)Retirement (2)
    
    
    
    
    
    
    364,002Termination of Employmentwithout Just Cause (2)
    
    
    678,535
    (4)
    
    
    364,002Termination of Employment
in the event of
a Change of Control (3)
    
    
    1,357,070
    (4)
    
    
    401,252Voluntary Resignation
in the event of
a Change of Control (3)
    
    
    678,535
    (4)
    
    
    401,252Voluntary Resignation (2)
    
    
    
    
    
    
    364,002
 
 (1)
    
    The value assumes that upon the occurrence of an event, all vested options would be exercised.
The value is the difference between the closing price of the Common Shares on November 30, 2009 on
the TSX ($3.29) and the respective exercise price of each vested option as at November 30, 2009.(2)
    
    Under the Share Option plan, the termination of a persons employment with the Company entitles
him to exercise his vested options over a six-month period after the termination date.(3)
    
    Given the different definitions of Change of Control used in the employment agreements of the
Named Executive Officers, in computing the value of the stock options in the event of a Change of
Control, the Company assumed that all unvested options would vest as per the terms of Section 5.5
of its Share Option Plan and that all vested options having an exercise price lower than the
closing price of the Common Shares on November 30, 2009 on the TSX
($3.29) would be exercised.(4)
    
    As at November 30, 2009, the last bonus paid to Mr. Rosconi was the bonus he received for the
financial year 2008 which amounted to $230,000. Luc Tanguay
 Senior Executive Vice President and Chief Financial Officer
  Statement of Executive Compensation
    
    Page 20Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Securities Act
 Value of StockSeverance
    
    
    Options (1)Events
    
    ($)
    
    
    ($)Retirement (2)
    
    
    
    
    
    
    168,750Termination of Employment
without Just Cause (2)
    
    
    1,140,508
    (4)
    
    
    168,750Termination of Employment
in the event of
a Change of Control (3)
    
    
    1,140,508
    (4)
    
    
    198,550Voluntary Resignation
in the event of
a Change of Control (3)
    
    
    570,254
    (4)
    
    
    198,550Voluntary Resignation (2)
    
    
    
    
    
    
    168,750
 
 (1)
    
    The value assumes that upon the occurrence of an event, all vested options would be exercised.
The value is the difference between the closing price of the Common Shares on November 30, 2009 on
the TSX ($3.29) and the respective exercise price of each vested option as at November 30, 2009.(2)
    
    Under the Share Option plan, the termination of a persons employment with the Company entitles
him to exercise his vested options over a six-month period after the termination date.(3)
    
    Given the different definitions of Change of Control used in the employment agreements of the
Named Executive Officers, in computing the value of the stock options in the event of a Change of
Control, the Company assumed that all unvested options would vest as per the terms of Section 5.5
of its Share Option Plan and that all vested options having an exercise price lower than the
closing price of the Common Shares on November 30, 2009 on the TSX
($3.29) would be exercised.(4)
    
    As at November 30, 2009, the last bonus paid to Mr. Tanguay was the bonus he received for the
financial year 2008 which amounted to $195,000. Christian Marsolais
 Vice President, Clinical Research and Medical Affairs
  Statement of Executive Compensation
    
    Page 21Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Severance
    
    
    Value of Stock
Options (1)Events
    
    ($)
    
    
    ($)Retirement (2)
    
    
    
    
    
    
    Termination of Employment
without Just Cause (2)
    
    
    165,634
    
    
    
    Termination of Employment
in the event of
a Change of Control (3)
    
    
    165,634
    
    
    
    96,850Voluntary Resignation
in the event of
a Change of Control (3)
    
    
    
    
    
    
    96,850Voluntary Resignation (2)
    
    
    
    
    
    
    
 
 (1)
    
    The value assumes that upon the occurrence of an event, all vested options would be exercised.
The value is the difference between the closing price of the Common Shares on November 30, 2009 on
the TSX ($3.29) and the respective exercise price of each vested option as at November 30, 2009.(2)
    
    Under the Share Option plan, the termination of a persons employment with the Company entitles
him to exercise his vested options over a six-month period after the termination date.(3)
    
    Given the different definitions of Change of Control used in the employment agreements of the
Named Executive Officers, in computing the value of the stock options in the event of a Change of
Control, the Company assumed that all unvested options would vest as per the terms of Section 5.5
of its Share Option Plan and that all vested options having an exercise price lower than the
closing price of the Common Shares on November 30, 2009 on the TSX
($3.29) would be exercised. Martine Ortega
 Vice President, Compliance and Regulatory Affairs
  Statement of Executive Compensation
    
    Page 22Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Value of StockSeverance
    
    
    Options (1)Events
    
    ($)
    
    
    ($)Retirement (2)
    
    
    
    
    
    
    46,750Termination of Employment
without Just Cause (2)
    
    
    161,870
    
    
    
    46,750Termination of Employment
in the event of
a Change of Control (3)
    
    
    161,870
    
    
    
    106,350Voluntary Resignation
in the event of
a Change of Control (3)
    
    
    
    
    
    
    106,350Voluntary Resignation (2)
    
    
    
    
    
    
    46,750
 
 (1)
    
    The value assumes that upon the occurrence of an event, all vested options would be exercised.
The value is the difference between the closing price of the Common Shares on November 30, 2009 on
the TSX ($3.29) and the respective exercise price of each vested option as at November 30, 2009.(2)
    
    Under the Share Option plan, the termination of a persons employment with the Company entitles
him to exercise his vested options over a six-month period after the termination date.(3)
    
    Given the different definitions of Change of Control used in the employment agreements of the
Named Executive Officers, in computing the value of the stock options in the event of a Change of
Control, the Company assumed that all unvested options would vest as per the terms of Section 5.5
of its Share Option Plan and that all vested options having an exercise price lower than the
closing price of the Common Shares on November 30, 2009 on the TSX
($3.29) would be exercised. Jocelyn Lafond
 Vice President, Legal Affairs, and Corporate Secretary
 Securities Act
 Statement of Executive Compensation
    
    Page 23Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Severance
    
    
    Value of Stock Options(1)Events
    
    ($)
    
    
    ($)Retirement (2)
    
    
    
    
    
    
    Termination of Employment
without Just Cause (2)
    
    
    200,769
    
    
    
    Termination of Employment
in the event of
a Change of Control (3)
    
    
    200,769
    
    
    
    96,850Voluntary Resignation
in the event of
a Change of Control (3)
    
    
    200,769
    
    
    
    96,850Voluntary Resignation (2)
    
    
    
    
    
    
    
 
 (1)
    
    The value assumes that upon the occurrence of an event, all vested options would be exercised.
The value is the difference between the closing price of the Common Shares on November 30, 2009 on
the TSX ($3.29) and the respective exercise price of each vested option as at November 30, 2009.(2)
    
    Under the Share Option plan, the termination of a persons employment with the Company entitles
him to exercise his vested options over a six-month period after the termination date.(3)
    
    Given the different definitions of Change of Control used in the employment agreements of the
Named Executive Officers, in computing the value of the stock options in the event of a Change of
Control, the Company assumed that all unvested options would vest as per the terms of Section 5.5
of its Share Option Plan and that all vested options having an exercise price lower than the
closing price of the Common Shares on November 30, 2009 on the TSX
($3.29) would be exercised. E. Performance Graph
 TH S&P AMEX Biotech
 Return on a $100 Investment
 from November 30,
2004 to November 30, 2009
 
 Statement of Executive Compensation
    
    Page 24Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009Theratechnologies
    
    
    100,00
    
    
    
    53,44
    
    
    
    133,33
    
    
    
    537,04
    
    
    
    85,19
    
    
    
    174,07S&P / TSX Composite Index
    
    
    100,00
    
    
    
    119,87
    
    
    
    141,22
    
    
    
    151,60
    
    
    
    102,66
    
    
    
    126,77AMEX Biotechnology Index
    
    
    100,00
    
    
    
    129,84
    
    
    
    148,42
    
    
    
    159,78
    
    
    
    114,91
    
    
    
    171,25
  F. Other Information
 Description of the Share Purchase Plan
 Share
Purchase Plan
  st st Participation Dates
   Statement of Executive Compensation
    
    Page 25Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



(a)
    
    any extension of the term of the Share Purchase Plan;(b)
    
    any increase in the number of Common Shares reserved for issuance under the Share Purchase Plan;(c)
    
    any increase in the number of Common Shares that may be purchased annually by an employee;(d)
    
    any change in the formula to determine the subscription price of Common Shares; and(e)
    
    any increase in the amount an employee is authorized to borrow from the Company to purchase Common Shares under the Share Purchase Plan.
 Indebtedness of Executive Officers
 Regulation 51-102 respecting Continuous Disclosure
Obligations
 2.
    
    Director CompensationA.
    
    Determination of Director Compensation
  Statement of Executive Compensation
    
    Page 26Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Position atBoard Level orCommittee Level
    
    CompensationAnnual Retainer to Chair of the Board
    
    $
    100,000Annual Retainer to Board Members
    
    $
    20,000Annual Grant of Options (1)
    
    
    10,000
    (2)Attendance Fees Paid for Each Meeting of the Board of Directors- in person
    
    $
    2,000- by conference call
    
    $
    1,200Annual Retainer to Chair of the Audit Committee
    
    $
    10,000Annual Retainer to Chair of each Committee (other than the Audit
Committee)
    
    $
    6,000Annual Retainer to Committee Members
    
    $
    4,000Attendance Fees Paid for Each Meeting of a Committee(3)- in person
    
    $
    1,500- by conference call
    
    $
    1,200
 
 (1)
    
    Options are usually granted at the board meeting following the annual meeting of shareholders.(2)
    
    At the time of the 2008 review, the Compensation Committee had set the annual grant of options
to each director at 10,000. However, as a result of the strategic review process that was ongoing,
the Board of Directors decided that the number of options that each director was entitled to
receive annually was to remain at 5,000. Further to the completion of the strategic review process,
during the last financial year, the Board of Directors passed a resolution in order to change that
number from 5,000 to 10,000.(3)
    
    No attendance fee is paid for meetings of the Finance Committee. B. Director Compensation Table
  Statement of Executive Compensation
    
    Page 27Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Share-
    
    
    
    
    
    
    Non-equitybased
    
    
    Option-based
    
    
    incentive plan
    
    
    Pension
    
    
    All otherFees earned
    
    
    awards
    
    
    awards(2)
    
    
    compensation
    
    
    value
    
    
    compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Gilles Cloutier
    
    
    46,767
    
    
    
    
    
    
    
    12,740
    
    
    
    
    
    
    
    
    
    
    
    1,500
    (3)
    
    
    61,007A. Jean de Grandpré
    
    
    62,300
    
    
    
    
    
    
    
    12,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,040Robert Goyer (1)
    
    
    38,267
    
    
    
    
    
    
    
    12,740
    
    
    
    
    
    
    
    
    
    
    
    1,500
    (3)
    
    
    52,507Gérald A. Lacoste
    
    
    58,200
    
    
    
    
    
    
    
    12,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,940Paul Pommier
    
    
    179,200
    
    
    
    
    
    
    
    12,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    191,940Bernard Reculeau
    
    
    39,400
    
    
    
    
    
    
    
    12,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,140Jean-Denis Talon
    
    
    50,300
    
    
    
    
    
    
    
    12,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,040
 
 (1)
    
    The services of Mr. Goyer are provided to the Company by Clinipharm (1987) Inc.
(Clinipharm), a company controlled by Mr. Goyer, and all cash compensation for the services
of Mr. Goyer is paid to this entity. Based on information received from Clinipharm, Mr. Goyer
received from Clinipharm the amount of $10,000 from December 1, 2008 to June 30, 2009. The
fiscal year-end of Clinipharm is different from that of the Company and the amount to be
received, if any, by Mr. Goyer for the period running from July 1, 2009 to November 30, 2009
is unknown. All options are granted to Mr. Goyer, personally.(2)
    
    The value of the awards is comprised of one grant that occurred on March 28, 2009 (the March
2009 Grant). As part of the March 2009 Grant, each director was granted 10,000 options at an
exercise price of $1.84. Each option has a ten-year term and vests on the date of grant. The
terms and conditions of those options are governed by the Share Option Plan. The value of the option-based awards was calculated using the Black-Scholes-Merton model using
the following assumptions:
 (i)
    
    Risk-free interest rate: 1.9%;(ii)
    
    Expected volatility in the market price of the Common Shares: 80.27%;(iii)
    
    Expected dividend yield: 0%; and(iv)
    
    Expected life: 6 years.
 Fair value per option: $1.274
 
 The value of the awards does not include the 5,000 options that were granted as part of the
December 2008 Grant since these options were granted as compensation for the financial year
2008. These 5,000 options were not granted in the financial year 2008 as a result of the
strategic review process that was ongoing during that financial year. These 5,000 options were
granted at an exercise price of $1.80, vested on the date of grant and have a ten-year term. The
terms and conditions of those options are governed by the Share Option Plan.(3)
    
    This amount was paid to each of Mr. Cloutier and Mr. Goyer, through Clinipharm in the latter
case, for their ad hocadvice on certain clinical matters. Both Mr. Cloutier and Mr. Goyer
were formerly on the scientific committee and used to receive an annual compensation of $2,000
each to act as such. However, for the financial year ended on November 30, 2009, the Board of
Directors determined that it was in the best interests of the Company to abandon this
committee and to compensate Mr. Cloutier and Mr. Goyer if, and when, their services are
required with attendance fees similar to those paid to members of committees. C.
    
    Incentive Plan Awards
 Outstanding Option-Based Awards and Share-Based AwardsThe table below details the outstanding option-based awards and the share-based awards as at
November 30, 2009 for each of the directors.
 Statement of Executive Compensation
    

Page 28Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Option-Based Awards
    
    
    Share-Based AwardsNumber ofsecurities
    
    
    
    
    
    
    
    
    
    
    Value of
    
    
    Number of shares
    
    
    Market or payoutunderlying
    
    
    Option
    
    
    
    
    
    
    unexercised
    
    
    or units of shares
    
    
    value of share-unexercised
    
    
    exercice
    
    
    Option
    
    
    in-the-money
    
    
    that have not
    
    
    based awards thatoptions
    
    
    price
    
    
    expiration
    
    
    options(1)
    
    
    vested
    
    
    have not vestedName
    
    (#)
    
    
    ($)
    
    
    date
    
    
    ($)
    
    
    (#)
    
    
    ($)Gilles Cloutier
    
    
    5,000
    
    
    
    5.40
    
    
    
    2013.05.07
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    3.68
    
    
    
    2014.05.03
    
    
    
    5,000
    
    
    
    1.75
    
    
    
    2015.05.06
    
    
    
    7,7005,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    7,1505,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    7,45010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    14,500A. Jean de Grandpré
    
    
    5,000
    
    
    
    8.65
    
    
    
    2010.05.04
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    11.80
    
    
    
    2011.05.10
    
    
    
    5,000
    
    
    
    10.55
    
    
    
    2012.05.09
    
    
    
    5,000
    
    
    
    5.40
    
    
    
    2013.05.07
    
    
    
    5,000
    
    
    
    3.68
    
    
    
    2014.05.03
    
    
    
    5,000
    
    
    
    1.75
    
    
    
    2015.05.06
    
    
    
    7,7005,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    7,1505,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    7,45010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    14,500Robert Goyer
    
    
    5,000
    
    
    
    1.75
    
    
    
    2015.05.06
    
    
    
    7,700
    
    
    
    
    
    
    
    5,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    7,1505,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    7,45010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    14,500Gérald A. Lacoste
    
    
    5,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    7,150
    
    
    
    
    
    
    
    5,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    7,45010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    14,500Paul Pommier
    
    
    5,000
    
    
    
    8.65
    
    
    
    2010.05.04
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    11.80
    
    
    
    2011.05.10
    
    
    
    5,000
    
    
    
    10.55
    
    
    
    2012.05.09
    
    
    
    5,000
    
    
    
    5.40
    
    
    
    2013.05.07
    
    
    
    5,000
    
    
    
    3.68
    
    
    
    2014.05.03
    
    
    
    5,000
    
    
    
    1.75
    
    
    
    2015.05.06
    
    
    
    7,7005,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    7,1505,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    7,45010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    14,500Bernard Reculeau
    
    
    5,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    7,150
    
    
    
    
    
    
    
    5,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    7,45010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    14,500
 Statement of Executive Compensation
    

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Option-Based Awards
    
    
    Share-Based AwardsNumber ofsecurities
    
    
    
    
    
    
    
    
    
    
    Value of
    
    
    Number of shares
    
    
    Market or payoutunderlying
    
    
    Option
    
    
    
    
    
    
    unexercised
    
    
    or units of shares
    
    
    value of share-unexercised
    
    
    exercice
    
    
    Option
    
    
    in-the-money
    
    
    that have not
    
    
    based awards thatoptions
    
    
    price
    
    
    expiration
    
    
    options(1)
    
    
    vested
    
    
    have not vestedName
    
    (#)
    
    
    ($)
    
    
    date
    
    
    ($)
    
    
    (#)
    
    
    ($)Jean-Denis Talon
    
    
    5,000
    
    
    
    11.80
    
    
    
    2011.05.10
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    10.55
    
    
    
    2012.05.09
    
    
    
    5,000
    
    
    
    5.40
    
    
    
    2013.05.07
    
    
    
    5,000
    
    
    
    3.68
    
    
    
    2014.05.03
    
    
    
    5,000
    
    
    
    1.75
    
    
    
    2015.05.06
    
    
    
    7,7005,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    7,1505,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    7,45010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    14,500
 
 (1)
    
    The value of unexercised in-the-money options at financial year end is the difference
between the closing price of the Common Shares on November 30, 2009 ($3.29) on the TSX and the
respective exercise prices of the options. Incentive Plan Awards  Value vested or earned during the yearThe table below shows the value vested or earned during the year under each incentive plan as
at November 30, 2009 for each of the directors.
 Non-equity incentiveOption-based awards
    
    Share-based awards
    
    plan compensationValue vested during
    
    Value vested
    
    Value earnedthe year(1)
    
    during the year
    
    during the yearName
    
    ($)
    
    ($)
    
    ($)Gilles Cloutier
    
    
    
    
    
    
    
    
    
    
    A. Jean de Grandpré
    
    
    
    
    
    
    
    
    
    
    Robert Goyer
    
    
    
    
    
    
    
    
    
    
    Gérald A. Lacoste
    
    
    
    
    
    
    
    
    
    
    Paul Pommier
    
    
    
    
    
    
    
    
    
    
    Bernard Reculeau
    
    
    
    
    
    
    
    
    
    
    Jean-Denis Talon
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The value is determined by assuming that the options vested during the financial year
would have been exercised on the vesting date. The value corresponds to the difference between
the closing price of the Common Shares on the TSX on the vesting date and the exercise price
of the options on that date. Options granted to directors as part of the March 2009 Grant
vested on their date of grant which was a day where the TSX was closed for business. No value
was recorded for those options since their exercise price was equal to the closing price of
the Common Shares on the day preceding the date of grant of the options. Statement of Executive Compensation
    

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D. Other Information
 Indebtedness of Directors
  Liability Insurance of Directors and Officers
  Statement of Executive Compensation
    

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ITEM III. CORPORATE GOVERNANCE DISCLOSURE
 Regulation
58-101 respecting Disclosure of Corporate Governance Practices Policy Statement 58-201 to Corporate Governance
Guidelines Regulation
 1. Board of Directors
 A. Independence
  Name
    
    Independence
    
    Material RelationshipGilles Cloutier
    
    Yes
    
    NoneA. Jean de Grandpré
    
    Yes
    
    NoneRobert Goyer
    
    Yes
    
    NoneGérald A. Lacoste
    
    Yes
    
    NonePaul Pommier
    
    Yes
    
    NoneBernard Reculeau
    
    Yes
    
    NoneJean-Denis Talon
    
    Yes
    
    NoneLuc Tanguay
    
    No
    
    Company ManagementYves Rosconi
    
    No
    
    Company Management
  B. Meetings of the Board
  Name
    
    Number of Meetings
    
    Attendance
    
    AbsenceGilles Cloutier
    
    
    7
    
    
    
    7
    
    
    
    0A. Jean de Grandpré
    
    
    7
    
    
    
    7
    
    
    
    0Robert Goyer
    
    
    7
    
    
    
    7
    
    
    
    0Gérald A. Lacoste
    
    
    7
    
    
    
    7
    
    
    
    0Paul Pommier
    
    
    7
    
    
    
    7
    
    
    
    0Bernard Reculeau
    
    
    7
    
    
    
    7
    
    
    
    0Jean-Denis Talon
    
    
    7
    
    
    
    7
    
    
    
    0Luc Tanguay
    
    
    7
    
    
    
    7
    
    
    
    0Yves Rosconi
    
    
    7
    
    
    
    7
    
    
    
    0
 Corporate
Governance Disclosure
    
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C. Other Board Memberships
  Name
    
    Reporting IssuerLuc Tanguay
    
    Ambrilia Biopharma Inc.
 2. Mandate of the Board of Directors
   3. Position Descriptions
  4. Orientation and Continuing Education
   Business Corporations Act Companies Act
 Corporate
Governance Disclosure
    

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5. Ethical Business Conduct
   6. Nomination of Directors
  7. Compensation
 A. Independence
  B. Meetings of the Compensation Committee
  Name
    
    Number of Meetings
    
    Attendance
    
    AbsenceA. Jean de Grandpré
    
    
    2
    
    
    
    2
    
    
    
    0Paul Pommier
    
    
    2
    
    
    
    2
    
    
    
    0Bernard Reculeau
    
    
    2
    
    
    
    2
    
    
    
    0Jean-Denis Talon
    
    
    2
    
    
    
    2
    
    
    
    0
  8. Audit Committee
 A. Independence
  Corporate
Governance Disclosure
    

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B. Meetings of the Audit Committee
  Name
    
    Number of Meetings
    
    Attendance
    
    AbsenceGérald A. Lacoste
    
    
    5
    
    
    
    5
    
    
    
    0Paul Pommier
    
    
    5
    
    
    
    5
    
    
    
    0Jean-Denis Talon
    
    
    5
    
    
    
    5
    
    
    
    0
  9. Other Committees
 A. Financing Committee
  B. Strategic Committee
   
    
    to evaluate and review the various business alternatives of the
Company for enhancing shareholder value (the Strategic
Alternatives);
    
    to make recommendations to the Board of Directors with respect to the
Strategic Alternatives and to undertake a process it considers
appropriate in order to provide such recommendations;
 Corporate
Governance Disclosure
    

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
    
    if one of the Strategic Alternatives is approved by the Board of
Directors, to maintain, on behalf of the Board of Directors, a
review of its implementation; and
    
    to perform any action deemed necessary or advisable to comply
with its duties and obligations under applicable laws.
  Name
    
    Number of Meetings
    
    Attendance
    
    AbsenceGilles Cloutier
    
    
    5
    
    
    
    4
    
    
    
    1A. Jean de Grandpré
    
    
    5
    
    
    
    5
    
    
    
    0Gérald A. Lacoste
    
    
    5
    
    
    
    5
    
    
    
    0Paul Pommier
    
    
    5
    
    
    
    5
    
    
    
    0
  10. Assessment
  Corporate
Governance Disclosure
    

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ITEM IV. OTHER INFORMATION
 1. Additional Documentation
  2. Approval by the Board Of Directors
   (signed) Jocelyn LafondJocelyn LafondCorporate Secretary
 Other Information
    

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APPENDIX A
 RESOLUTION OF THE SHAREHOLDERS OF
THERATECHNOLOGIES INC. (THE COMPANY)
 RESOLUTION 2010-1
SHAREHOLDER RIGHTS PLAN
 BE IT RESOLVED:
 1.
    
    That the shareholder rights plan adopted by the Board of Directors of the Company on February
10, 2010 be and is hereby approved;2.
    
    That any director or officer of the Company be and is hereby authorized to execute and
deliver such documents and instruments and to take such other actions as such director or
officer may deem necessary or advisable to give effect to this resolution in his entire
discretion, his determination being conclusively evidenced by the execution and delivery of
such documents or instruments and the taking of such actions.
 APPENDIX A  RESOLUTION 2010-1Management Proxy Circular
    
    Theratechnologies Inc.




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APPENDIX B
 COMPENSATION COMMITTEE CHARTER
 I. Mandate
 Committee Board
 A.
    
    compensation of Senior Management;B.
    
    assessment of Senior Management;C.
    
    compensation of Directors;D.
    
    stock option grants;E.
    
    overall increase in total compensation.
 II. Obligations and Duties
  A.
    
    Compensation of Senior Management
 1.
    
    Develop a compensation policy for the Companys Senior Management,
notably the Senior Management compensation structure, annual salary
adjustments as well as the creation and administration of short and long term
incentive plans, stock options, indirect advantages and benefits proposed by
the President and Chief Executive Officer.2.
    
    Review and establish all forms of compensation to Senior Management.3.
    
    Oversee, as required, employment contracts and terminations of Senior
Management, notably severance pay.4.
    
    Oversee the Companys annual report on Senior Management compensation
part of the Companys continuous disclosure requirements under applicable laws
and regulations.
 B.
    
    Assessment of Senior Management
 1.
    
    Develop a written position description for the President and Chief
Executive Officer.2.
    
    Establish general objectives annually for the President and Chief
Executive Officer of the Company and for other members of senior management.
 Appendix B  Compensation Committee Charter 
Management Proxy Circular
    

Theratechnologies
Inc.




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3.
    
    Examine and review annually the President and Chief Executive
Officers performance against specific performance criteria pre-established by
the Committee.4.
    
    Examine, in collaboration with the President and Chief Executive
Officer, the annual performance assessment of other senior managers.
 C.
    
    Compensation of Directors
 1.
    
    Recommend to the Board approval of the Directors Compensation Policy.2.
    
    Examine the compensation of Directors in relation to the risks and
duties of their position.
 D.
    
    Stock Option Grants
 1.
    
    Oversee, review as needed and recommend Board approval of the Company
Share Option Plan.2.
    
    The Committee may delegate, at its discretion, the plans
administration to members of the Companys Management and employees.3.
    
    Examine, oversee and recommend Board approval of stock option grants,
specifically:
 a.
    
    the people to whom options are granted;b.
    
    the number of options granted;c.
    
    the exercise price of the options;d.
    
    the exercise period of the options; ande.
    
    all other conditions relating to options
granted.
 4.
    
    Overall Increase in Total CompensationApprove annually the Companys increase in overall compensation.
 III. External Advisors
  IV. Composition of the Committee
  Appendix B  Compensation Committee Charter 
Management Proxy Circular
    
    Theratechnologies Inc.




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V. Term of the Mandate
  VI. Vacancy
  VII. Chairman
  VIII. Secretary
  IX. Meeting Proceedings
  X. Quorum and Vote
  XI. Records
  XII. Effective Date
  Appendix B Compensation Committee Charter 
Management Proxy Circular
    
    Theratechnologies Inc.




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APPENDIX C
 MANDATE OF THE BOARD OF DIRECTORS
 I. Role
 Board
  II. Obligations and Responsibilities
   A.
    
    Appointment, assessment, succession planning of Senior Management
 1.
    
    Select and appoint the President and Chief Executive Officer of the
Company.2.
    
    Oversee the appointment of other members of Senior Management.3.
    
    Ensure that the Company has a succession plan for the President and
Chief Executive Officer.4.
    
    Monitor the performance of the President and Chief Executive Officer
and others Executive Officers, with respect to pre-established objectives.
 B.
    
    Compensation of Directors
 1.
    
    Establish the compensation of Directors.
 C.
    
    Strategic Direction and Planning
 1.
    
    Adopt the Companys strategic planning process.2.
    
    Approve the Companys strategic plan and review Senior Managements
performance in implementing the plan.
 Appendix C  Mandate of the Board of Directors
Management Proxy Circular
    
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3.
    
    Review the strategic plan annually, taking into account opportunities
and risks, and monitoring the Companys performance against the plan.4.
    
    Review and approve the Companys annual plans towards financing the
strategic plan.5.
    
    Review and approve the Companys annual operating budget.6.
    
    Identify key business risks facing the Company and the implementation
of appropriate systems to manage these risks.7.
    
    Discuss with Management how the strategic environment is changing and
the key strategic issues.
 D.
    
    Corporate Behaviour and Governance
 1.
    
    Develop an approach to corporate governance, including the
determination of principles and guidelines for the Company.2.
    
    Obtain reasonable assurance of the integrity of the President and
Chief Executive Officer and other senior members of Management, and that they
uphold principles of integrity within the ranks of the Company.3.
    
    Oversee the implementation of a Company disclosure policies and
procedures.4.
    
    Monitor the integrity of the Companys internal controls and
disclosure systems.5.
    
    Be available to receive feedback from stakeholders, which must be
provided in writing, at the Companys head office, bearing the mention
Confidendial.
 E.
    
    Personal Behaviours
 1.
    
    Keep up-to-date with the regular programs and employees of the
Company.2.
    
    Upon request, join a committee and actively participate at its
meetings.3.
    
    Be accessible, at least by telephone, to personnel and other Company
Directors, as required.4.
    
    Keep confidential information discussed during meetings.5.
    
    Attend regular and special Board meetings.6.
    
    Get to know other members of the Board and promote collegial
decision-making.
 III. External Advisors
  Appendix C  Mandate of the Board of Directors 
Management Proxy Circular
    
    Theratechnologies Inc.




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IV. Composition of the Board
  V. Board Meeting Procedures
  VI. Records
  VII. Effective Date
  Appendix C  Mandate of the Board of Directors 
Management Proxy Circular
    
    Theratechnologies Inc.




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APPENDIX D
 DIRECTOR ORIENTATION AND CONTINUING EDUCATION POLICY
  I. Purpose
 Policy
 II. Orientation of New Directors
  A.
    
    Copies of Board meeting minutes and written resolutions since the beginning of
the fiscal year (which may include those of the preceding fiscal year, depending of the
date of appointment), including a copy of the minutes of the last annual meeting;B.
    
    A schedule of Board Meetings for the year;C.
    
    The disclosure policies et procedures and the Undertaking form (for
signature);D.
    
    The policy on insider trading in force at Theratechnologies (with mention to
register as an insider with the Canadian securities agency through SEDI.ca and to prepare
an initial insider report within ten (10) days following appointment);E.
    
    Theratechnologies Share Option Plan;F.
    
    The latest annual report and accompanying information on Theratechnologies
(fact sheet, latest press releases, latest annual information form and corporate
presentation);G.
    
    The Director Disclosure Form (to complete and return within afforded time);H.
    
    The General By-Laws, the Boards written mandate, the Audit Committee Charter,
Compensation Committee Charter, Nominating and Corporate Governance Charter; andI.
    
    The Directors and Senior Management coverage and compensation.
 Appendix D  Director Orientation and Continuing Education Policy 
Management Proxy Circular
    
    Theratechnologies Inc.




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III. Continuing Education
  A.
    
    Management provides Directors, from time to time, with pertinent articles and
books relating to the Companys business, its competitors, corporate governance and
regulatory issues;B.
    
    Key Company executives make regular presentations to the Board on business
activities;C.
    
    Certain consultants present to the Board on matters relevant to their role and duties.
Consultants such as insurance brokers presenting on risks faced by the Company or
consultants presenting a long-term strategy for the Company;D.
    
    The Secretary offers Directors continuing education in the form of
presentations on new legal and regulatory requirements that impact the Board.
 IV. Review
  Appendix D  Director Orientation and Continuing Education Policy 
Management Proxy Circular
    
    Theratechnologies Inc.




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APPENDIX E
 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
 I. Mandate
 Committee Board
 A.
    
    Recruit candidates for the Board;B.
    
    Review the size of the Board;C.
    
    Composition of the Board;D.
    
    Function of the Board;E.
    
    Orientation and education of Board members; andF.
    
    Governance.
 II. Obligations and Duties
  A.
    
    Recruit Candidates for the Board
 1.
    
    Identify potential candidates as members of the Companys Board of
Directors. In so doing, the Committee will consider:
 a.
    
    independence of candidates under the terms of National Policy
58-201 on corporate governance;b.
    
    the competencies, skills and personal characteristics sought in candidates.
The Committee will determine what it considers necessary by
assessing competencies, skills and personal characteristics of the
candidates in relation to: (1) those generally required by the
Board; (2) those already present in other Board members; and (3) those which are a welcome addition; andc.
    
    the availability of candidates.
 2.
    
    All Board members may submit to the Committee potential candidates for
membership, and the Committee shall review such candidates in light of above
described competencies and skills desirable for the Board.3.
    
    The Committee shall proceed as follows for the recruitment of
candidates:
 Appendix E Nominating and Corporate Governance Committee Charter 
Management Proxy Circular
    
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a.
    
    as it is determined by the Committee and the Board of Directors that
Board vacancies must be filled or new members are desirable, the Chairman
of the Board of Directors shall make contact with candidates that have
been identified by the Committee per the above described criteria;b.
    
    upon a positive evaluation by the Chairman of the Board of Directors
and positive reaction from the candidate, at least two (2) members of the Board
shall meet with the candidate; andc.
    
    upon a positive evaluation by the two (2) Board members and the
continuing interest of the candidate, the Committee shall make a recommendation to
the Board of Directors, providing all pertinent background information for analysis
and discussion by the Directors.
 B.
    
    Board SizeThe Board must be composed of 3 to 20 directors, as per the Companys articles of
incorporation and by law. As provided under the terms of the Company General By-Laws, the
Board shall exercise its power to establish by resolution the exact number of directors. In
this regard, the duties of the Committee are as follows:
 1.
    
    Examine the size of the Board annually in view of assessing its effectiveness.2.
    
    Consider modifications to the number of constituting members and issue its
recommendations to the Board.
 C.
    
    Composition of the Board
 1.
    
    Ensure that the Board is composed of Directors that are sufficiently familiar
with the business of the Company, and the risks it faces, to ensure active and
effective participation in the deliberations of the Board.2.
    
    Ensure that Directors have diverse backgrounds and personal characteristics
and traits as well as competencies and expertise that add value to the Company.3.
    
    Ensure that a majority of the directors are independent directors for the
purposes of National Policy 58-201 Corporate Governance Guidelines.
 D.
    
    Board Functioning
 1.
    
    Examine the Boards functions and issue recommendations as to its obligations
and role. Among others, the Committee must regularly review the Boards written
mandate.2.
    
    Determine and review, as needed, the roles and mandates of Board committees
and issue recommendations.
 E.
    
    Orientation and Continuing Education of Board MembersDevelop an orientation and continuing education policy for Directors.
 Appendix E Nominating and Corporate Governance Committee Charter 
Management Proxy Circular
    
    Theratechnologies Inc.




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F.
    
    Governance
 1.
    
    Follow corporate governance developments and, as required, advise the
Board of appropriate actions.2.
    
    Examine appropriate actions to promote ethical business conduct, issue
relevant recommendations to the Board and oversee their implementation.3.
    
    Examine conflict of interest issues that may be brought to the
attention of the Board and offer solutions.
 III. External Advisors
  IV. Composition of the Committee
  V. Term of the Mandate
  VI. Vacancy
  VII. Chairman
  VIII. Secretary
  IX. Meeting Proceedings
  Appendix E Nominating and Corporate Governance Committee Charter 
Management Proxy Circular
    
    Theratechnologies Inc.




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X. Quorum and Vote
  XI. Records
  XII. Effective Date
  Appendix E Nominating and Corporate Governance Committee Charter 
Management Proxy Circular
    
    Theratechnologies Inc.