Exhibit 99.28
 
 NOTICE OF ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON
WEDNESDAY, MAY 18, 2011
 AND
 MANAGEMENT PROXY CIRCULAR
 APRIL 14, 2011




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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
 
 Corporation
 Meeting
 (1)
    
    to receive the consolidated financial statements for the fiscal year ended November 30, 2010,
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 a special resolution (the text of which is
attached as Appendix A to the accompanying Management Proxy Circular), with or without amendments,
amendmending the articles of the Corporation to add a provision entitling the directors to appoint
one or more additional directors, the whole as described in the accompanying Management Proxy
Circular; and(5)
    
    to transact such other business as may properly come before the Meeting.




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MANAGEMENT PROXY CIRCULAR
 
 The information contained in this management proxy circular (the  Circular ) is given as at April
14, 2011, 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
    
    
    6D. Amendment to the Articles of the Corporation
    
    
    7E. Other Matters to be Acted Upon
    
    
    7ITEM II. COMPENSATION
    
    
    91. Executive Compensation
    
    
    9A. Compensation Discussion & Analysis
    
    
    9B. Summary Compensation Table
    
    
    15C. Incentive Plan Awards
    
    
    18D. Termination and Change of Control Provisions
    
    
    21E. Performance Graph
    
    
    25F. Other Information
    
    
    262. Director Compensation
    
    
    27A. Determination of Director Compensation
    
    
    27B. Director Compensation Table
    
    
    28C. Incentive Plan Awards
    
    
    29D. 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 Code of Conduct
    
    
    336. Corporate Governance and Nomination of Directors
    
    
    347. Compensation
    
    
    34A. Independence
    
    
    34B. Meetings of the Compensation Committee
    
    
    348. Audit Committee
    
    
    35A. Independence
    
    
    35B. Meetings of the Audit Committee
    
    
    359. Strategic Committee
    
    
    3510. Financing Committee
    
    
    36ITEM IV. OTHER INFORMATION
    
    
    371. Additional Documentation
    
    
    372. Approval by the Board Of Directors
    
    
    37APPENDIX A  Resolution 2011-1 Amendment to the articles of the corporationAPPENDIX 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
 Corporation Theratechnologies Notice of Meeting
  Terms of Proxy Grant
 However, you have the right to appoint a person or Corporation 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 Corporation 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 Corporation, 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 Corporation
 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
 SEDAR
 
 2. Subjects To Be Treated at the Meeting
  
 A. Receipt of Financial Statements
  
 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
 Information Relating to the Meeting
    
    Page 3Management Proxy Circular
    
    Theratechnologies Inc.




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appear on the enclosed form of proxy will vote FOR the election of the nominees whose names
are set out in the table below.
  www.sedar.com
  Information Relating to the Meeting
    
    Page 4Management Proxy Circular
    
    Theratechnologies Inc.




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Number of CommonShares of the CorporationOwned, Directly or
    
    NumberIndirectly,
    
    ofor Over Which
    
    DeferredName, Province or State
    
    
    
    Director
    
    Control or
    
    Shareand Country of Residence
    
    Principal Occupation
    
    Since
    
    Direction is Exercised
    
    UnitsPaul Pommier(1) (2) (3) (4) (5)
Québec, Canada
    
    Chairman of the Board of the Corporation
    
    
    1997
    
    
    
    190,100
    
    
    
    20,998Gilles Cloutier(3) (5)
    
    Corporate Director
    
    
    2003
    
    
    
    71,000
    
    
    
    3,000North Carolina,
United StatesA. Jean de Grandpré(2) (3) (4) (5)
    
    Corporate Director
    
    
    1993
    
    
    
    200,000
    
    
    
    5,250Québec, CanadaRobert G. Goyer(3)
    
    Emeritus Professor Faculty of
    
    
    2005
    
    
    
    10,000
    
    
    
    5,250Québec, Canada
    
    Pharmacy Université de MontrealJohn-Michel Huss(4)
Québec, Canada
    
    President and Chief Executive 
Officer of the Corporation
    
    
    2010
    
    
    
    
    
    
    
    44,248Gérald A. Lacoste(1) (3) (5)
    
    Corporate Director
    
    
    2006
    
    
    
    11,000
    
    
    
    5,250Québec, CanadaBernard Reculeau(2)
    
    Corporate Director
    
    
    2005
    
    
    
    18,100
    
    
    
    3,000Paris, FranceJean-Denis Talon(1) (2)(4)Québec, Canada
    
    Chairman of the Board AXA Canada (Insurance Corporation)
    
    
    2001
    
    
    
    65,000
    
    
    
    3,000Luc Tanguay(4)
Québec, Canada
    
    Senior Executive Vice President
and Chief Financial Officer of the Corporation
    
    
    1993
    
    
    
    83,000
    
    
    
    27,572
 
 (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 Committee Biographical Note of John-Michel Huss
 John-Michel Huss, MBA. President & Chief Executive Officer.
 Information Relating to the Meeting
    
    Page 5Management Proxy Circular
    
    Theratechnologies Inc.




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Cease Trade Orders, Bankruptcies, Penalties or Sanctions
  Toptent Bankruptcy and Insolvency Act Bankruptcy Act
 Ambrilia Companies Creditors Arrangement Act CCAA
 TSX
 
 C. Appointment of Auditors
   Information Relating to the Meeting
    
    Page 6Management Proxy Circular
    
    Theratechnologies Inc.




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Financial Year Ended
    
    Financial Year EndedNovember 30, 2010
    
    November 30, 2009Audit Fees(1)
    
    $
    122,000
    
    
    $
    80,000Audit-Related Fees (1)
    
    $
    158,025
    
    
    $
    17,500Tax Fees (2)
    
    $
    56,600
    
    
    $
    39,626All Other Fees
    
    
    
    
    
    
    
 
 (1)
    
    Audit-related fees relate principally to services rendered in connection with the
Corporations financial statements and for the financial year ended November 30, 2010, audit fees
paid to KPMG also included fees related to services rendered in connection with the audit of IFRS
adjustments and the translation of the financial statements to IFRS standards.(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 the
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 Corporation, and to authorize
that compensation for their services be determined by the Board of Directors.
 
 D. Amendment to the Articles of the Corporation
 Business Corporation Act Business Act Companies Act
  Recommendation of the Board of Directors
  EGRIFTA ®
 Unless instructions are given to vote against, or abstain from voting on, Resolution 2011-1, the
persons whose names appear in the enclosed form of proxy will vote FOR the passing of Resolution
2011-1.
 
 E. Other Matters to be Acted Upon
  Information Relating to the Meeting
    
    Page 7Management Proxy Circular
    
    Theratechnologies Inc.




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Information Relating to the Meeting
    
    Page 8Management Proxy Circular
    
    Theratechnologies Inc.




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ITEM II. COMPENSATION
 Compensation Committee
 
 1. Executive Compensation
 
 A. Compensation Discussion & Analysis
 Objectives of the Compensation Program
  What the Compensation Program is Designed to Reward
 Compensation Program
    Statement of Compensation
    
    Page 9Management Proxy Circular
    
    Theratechnologies Inc.




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2009 Report 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 Compensation
    
    Page 10Management Proxy Circular
    
    Theratechnologies Inc.




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Base Salary
 th
 Performance Reward Program
  th
   Statement of Compensation
    
    Page 11Management Proxy Circular
    
    Theratechnologies Inc.




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Long-Term Incentive Program
  Share
Option Plan DSU Plan
   DSU
  Description of the Share Option Plan
   Statement of Compensation
    
    Page 12Management Proxy Circular
    
    Theratechnologies Inc.




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Statement of Compensation
    
    Page 13Management 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
    
    
    2,849,138
    
    
    $
    5.12
    
    
    
    981,005Plan Approved by Shareholders
    
    
    (4.70
    %)Equity Compensation
Plans Not Approved
by Shareholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,849,138
    
    
    $
    5.12
    
    
    
    981,005
 Description of the Deferred Share Unit Plan
 Beneficiaries DSU Value Redemption Date Redemption Notice Payment Date
 Statement of Compensation
    
    Page 14Management Proxy Circular
    
    Theratechnologies Inc.




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B. Summary Compensation Table
 Named Executive Officers
 Statement of 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(2)
    
    awards(6)
    
    incentive
    
    incentive
    
    value (17)
    
    sation(18)
    
    compensationposition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    plans
    
    plans
    
    ($)
    
    ($)
    
    ($)Yves Rosconi
    
    
    2010
    
    
    
    466,789
    (1)
    
    
    
    
    
    
    
    
    
    
    232,500
    (12)
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    721,289President and
    
    
    2009
    
    
    
    426,635
    
    
    
    
    
    
    
    87,000
    (7)
    
    
    225,000
    
    
    
    
    
    
    
    21,000
    
    
    
    
    
    
    
    759,635Chief Executive
OfficerLuc Tanguay
    
    
    2010
    
    
    
    366,404
    
    
    
    57,914
    (3)
    
    
    
    
    
    
    182,500
    (13)
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    628,818Senior Executive
    
    
    2009
    
    
    
    353,354
    
    
    
    
    
    
    
    72,500
    (8)
    
    
    176,000
    
    
    
    
    
    
    
    21,000
    
    
    
    
    
    
    
    622,854Vice President and
Chief Financial
OfficerChristian Marsolais
    
    
    2010
    
    
    
    245,942
    
    
    
    34,150
    (4)
    
    
    
    
    
    
    80,850
    (14)
    
    
    
    
    
    
    7,531
    
    
    
    
    
    
    
    368,473Vice President,
    
    
    2009
    
    
    
    220,846
    
    
    
    
    
    
    
    168,000
    (9)
    
    
    100,000
    
    
    
    
    
    
    
    6,512
    
    
    
    
    
    
    
    495,358Clinical Research
and Medical
AffairsMartine Ortega
    
    
    2010
    
    
    
    225,865
    
    
    
    40,750
    (5)
    
    
    
    
    
    
    74,250
    (15)
    
    
    
    
    
    
    6,413
    
    
    
    
    
    
    
    347,278Vice President,
    
    
    2009
    
    
    
    215,827
    
    
    
    
    
    
    
    134,750
    (10)
    
    
    110,000
    
    
    
    
    
    
    
    2,643
    
    
    
    
    
    
    
    463,220Compliance and
Regulatory AffairsChantal Desrochers
    
    
    2010
    
    
    
    246,946
    
    
    
    
    
    
    
    
    
    
    
    65,000
    (16)
    
    
    
    
    
    
    7,576
    
    
    
    
    
    
    
    319,522Vice President,
    
    
    2009
    
    
    
    243,433
    
    
    
    
    
    
    
    58,000
    (11)
    
    
    72,000
    
    
    
    
    
    
    
    7,174
    
    
    
    
    
    
    
    380,607Business
Development and
Commercialization
 
 (1)
    
    Mr. Rosconi received an additional amount of $41,135 (one month salary) in December
2010 to help with the transition of the new President and Chief Executive Officer.(2)
    
    DSU granted under the DSU Plan in December 2010. The DSU Value as at the date of grant was $
5.41.(3)
    
    10,705 DSU were granted to Mr. Tanguay. Of these 10,705 DSU, 5,083 ($27,500) were granted to
pay the difference between 100% of Mr. Tanguays annual targeted bonus ($182,500) and the
aggregate bonus he was awarded (115% or $210,000) and 5,622 were granted further to the
decision of the Board of Directors to increase by 33 1/3% the number of DSU that an executive
officer was entitled to receive upon electing to convert up to 50% of his annual cash bonus in DSU.
Mr. Tanguay elected to convert 50% ($91,250) of his annual cash bonus ($182,500) into DSU. See
note 13.(4)
    
    6,312 DSU were granted to Mr. Marsolais as payment of the difference between 100% of Mr.
Marsolais annual targeted bonus
($80,850) and the aggregate bonus he was awarded (142% or $115,000). See note 14.(5)
    
    7,532 DSU were granted to Mrs. Ortega as payment of the difference between 100% of Mrs.
Ortegas annual targeted bonus ($74,250) and the aggregated bonus she was awarded (155% or $
115,000). See note 15.(6)
    
    The value of the option-based awards for the financial year ended November 30, 2009 was
comprised of two grants for Mr. Marsolais and Mrs. Ortega: a grant made in December 2008 (the
December 2008 Grant) and a grant made in December 2009 (the December 2009 Grant). The value of
the option-based awards for Mr. Rosconi, Mr. Tanguay and Mrs. Desrochers is based on the December
2009 Grant. The value of the option-based awards was recalculated by taking into consideration the
International Financial Reporting Standards (the IFRS) further to the decision of the Corporation
to begin reporting its financial results using IFRS. The table below shows the differences between
the use of Canadian GAAP and IFRS in computing the value of the option-based awards using the
Black-Sholes-Merton model and the following assumptions: Statement of Compensation
    
    Page 16Management Proxy Circular
    
    Theratechnologies Inc.




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December 2008 Grant
    
    December 2009 GrantCanadian
    
    
    
    
    
    CanadianIFRS
    
    GAAP
    
    IFRS
    
    GAAP(i) Risk-free interest rate
    
    
    1.79
    %
    
    
    1.79
    %
    
    
    2.46
    %
    
    
    2.46
    %(ii) Expected volatibility in the
market price of the
Common Share
    
    
    79.33
    %
    
    
    79.33
    %
    
    
    80.96
    %
    
    
    80.96
    %(iii) Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %(iv) Expected life
    
    7.5 years
    
    
    6.0 years
    
    
    7.5 years
    
    
    6.0 yearsFair value per option
    
    $
    1.33
    
    
    $
    1.23
    
    
    $
    2.90
    
    
    $
    2.69
 
 (7)
    
    Mr. Rosconi was granted 30,000 options as part of the December 2009 Grant. The use of the IFRS
method to calculate the option-based award value results in an increase of $6,180 over the
Canadian GAAP method.(8)
    
    Mr. Tanguay was granted 25,000 options as part of the December 2009 Grant. The use of the IFRS
method to calculate the option-based award value results in an increase of $5,150 over the
Canadian GAAP method.(9)
    
    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 Grand, 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
Corporation, the 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. The use of the IFRS method to calculate the option-based award value results in an
increase of $11,960 over the Canadian GAAP method.(10)
    
    Mrs. Ortega was granted 35,000 options as part of the December 2009 Grant. Mrs. 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 Mrs. Ortega being employed by the Corporation, 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 the financial year, the Board of Directors decided
to defer the grant of those options until completion of the strategic process. The use of the IFRS
method to calculate the option-based award value results in an increase of $9,585 over the
Canadian GAAP method.(11)
    
    Mrs. Desrochers was granted 20,000 options as part of the December 2009 Grant. The use of the
IFRS method to calculate the option-based award value results in an increase of $4,200 over the
Canadian GAAP method.(12)
    
    The amount received by Mr. Rosconi represents 100% of his targeted bonus ($232,500). As
President and Chief Executive Officer of the Corporation, Mr. Rosconis objectives were aligned
with the Corporations objectives. The Compensation Committee determined that he had met all of his
objectives by leading the various business units of the Corporation in getting tesamorelin for the
treatment of HIV-associated lipodystrophy approved by the Food and Drug Administration of the
United States.(13)
    
    The amount of $182,500 was paid to Mr. Tanguay as follows: $91,250 in cash; and $
91,250 through the issuance of 16,867 DSU. The 16,867 DSU were issued further to the decision of
Mr. Tanguay to convert 50% of his annual cash bonus into DSU. As Senior Executive Vice President
and Chief Financial Officer of the Corporation, Mr. Tanguays objectives were aligned with those of
the Corporation and included (i) managing the Corporations liquidities to ensure the corporate
objectives would be attained in a cost-efficient manner and according to the annual budget; (ii)
supervising the transition from Canadian GAAP to the IFRS; (iii) leading and conducting the risk
management analysis program of the Corporation; (iv) overseeing the internal controls and process
of the Corporation for compliance with securities regulation and (v) overseeing the investors
relations programme.(14)
    
    As Vice President, Clinical Research and Medical Affairs, of the
Corporation, Mr. Marsolais objectives were aligned with those of the Corporation and consisted in
(i) the preparation and supervision of the Advisory Committee meeting with the Food and Drug
Administration of the United States; and (ii) assisting the regulatory team getting tesamorelin for
the treatment of HIV-associated lipodystrophy approved by the Food and Drug Administration of the
United States.(15)
    
    As Vice President, Compliance and Regulatory Affairs, of the Corporation, Mrs. Ortegas
objectives were aligned with those of the Corporation and consisted in getting tesamorelin for the
treatment of HIV-associated lipodystrophy approved by the Food and Drug Administration of the
United States.(16)
    
    The amount received by Mrs. Desrochers represents 80% of her targeted bonus ($81,250). As Vice
President, Business Development and Commercialization of the Corporation, Mrs. Desrochers
objectives were aligned with those of the Corporation. The objectives of Mrs. Desrochers consisted
in (i) assisting the regulatory team getting tesamorelin for the treatment of HIV-associated
lipodystrophy approved by the Food and Drug Administration of the United States; (ii) overseeing
the alliance with the Corporations commercial partner in the United States in preparation for the
launch of tesamorelin for the treatment of HIV-associated lipodystrophy in the United Statement of Compensation
    
    Page 17Management Proxy Circular
    
    Theratechnologies Inc.




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States; and (iii) entering into alliance agreements with third parties for the
commercialization of tesamorelin for the treatment of HIV-associated lipodystrophy in
territories other than the United States.(17)
    
    Pension Value consists of the amount of the contribution made by the Corporation to a Named
Executive Officers registered retirement savings plan. The Corporation has a group-RRSP for all of
its employees under which the Corporation matches every dollar invested by an employee in such
group-RRSP. The contribution of the Corporation into such group-RRSP is limited to three percent
(3%) of the annual base salary of each employee. Under the terms of the employment agreements of
both Mr. Rosconi and Mr. Tanguay, the Corporation agreed to contribute on an annual basis to each
of Mr. Rosconis and Mr. Tanguays RRSP to the fullest amount permissible under Canadian laws.(18)
    
    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 completed financial year.
 
 C. Incentive Plan Awards
 Outstanding Option-Based Awards and Share-Based Awards
 The table below details the outstanding option-based awards and share-based awards as at
November 30, 2010 for each of the Named Executive Officers.
 Statement of Compensation
    
    Page 18Management 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
    
    ($)
    
    (#)
    
    ($)Yves Rosconi
    
    
    133,334
    
    
    
    2.61
    
    
    
    2014.10.01
    
    
    
    405,335
    
    
    
    
    
    
    
    President and
    
    
    133,334
    
    
    
    1.24
    
    
    
    2015.10.01
    
    
    
    588,003Chief Executive Officer
    
    
    25,000
    
    
    
    8.23
    
    
    
    2017.01.12
    
    
    
    25,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    96,25030,000
    
    
    
    3.84
    
    
    
    2019.12.08
    
    
    
    54,300Luc 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
    
    
    
    463,750Chief Financial Officer
    
    
    25,000
    
    
    
    8.23
    
    
    
    2017.01.12
    
    
    
    20,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    77,00025,000
    
    
    
    3.84
    
    
    
    2019.12.08
    
    
    
    45,250Christian 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
    
    
    
    250,25035,000
    
    
    
    3.84
    
    
    
    2019.12.08
    
    
    
    63,350Martine Ortega
    
    
    25,000
    
    
    
    1.42
    
    
    
    2016.07.06
    
    
    
    105,750
    
    
    
    
    
    
    
    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
    
    
    
    154,00035,000
    
    
    
    3.84
    
    
    
    2019.12.08
    
    
    
    63,350Chantal Desrochers
    
    
    16,670
    
    
    
    1.85
    
    
    
    2015.03.16
    
    
    
    63,346
    
    
    
    
    
    
    
    Vice President,
    
    
    50,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    189,500Business Development,
    
    
    15,000
    
    
    
    8.23
    
    
    
    2017.01.12
    
    
    
    and Commercialization
    
    
    15,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    57,75020,000
    
    
    
    3.84
    
    
    
    2019.12.08
    
    
    
    36,200
 
 (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, 2010 ($5.65) 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, 2010 since some of these options were not fully vested as of that date and, therefore, were not
exercisable. Statement of Compensation
    
    Page 19Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Incentive Plan Awards  Value vested or earned during the year
  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
    
    
    19,749
    (2)
    
    
    
    
    
    
    232,500President and
Chief Executive OfficerLuc Tanguay
    
    
    15,798
    (3)
    
    
    
    
    
    
    182,500Senior Executive
Vice President and
Chief Financial OfficerChristian Marsolais
    
    
    51,348
    (4)
    
    
    
    
    
    
    80,850Vice President,
Clinical Research
and Medical AffairsMartine Ortega
    
    
    31,599
    (5)
    
    
    
    
    
    
    74,250Vice President,
Compliance and
Regulatory AffairsChantal Desrochers
    
    
    11,850
    (6)
    
    
    
    
    
    
    65,000Vice President,
Business Development,
and Commercialization
 
 (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)
    
    8,333 options having an exercise price of $1.80 vested on December 18, 2009. On that date, the
closing price of the Common Shares on the TSX was $4.17. (3) 6,666 options having an exercise price
of $1.80 vested on December 18, 2009. On that date, the closing price of the Common Shares on the
TSX was $4.17.(4)
    
    38,667 options vested in the last financial year, 21,666 of which had an exercise price lower
than the closing price of the Common Shares on the TSX on the vesting date. The 21,666 options have
an exercise price of $1.80 and vested on December 18, 2009. On that date, the closing price of the
Common Shares on the TSX was $4.17.(5)
    
    30,334 options vested in the last financial year, 13,333 of which had an exercise price lower
than the closing price of the Common Shares on the TSX on the vesting date. The 13,333 options have
an exercise price of $1.80 and vested on December 18, 2009. On that date, the closing price of the
Common Shares on the TSX was $4.17.(6)
    
    5,000 options having an exercise price of $1.80 vested on December 18, 2009. On that date, the
closing price of the Common Shares on the TSX was $4.17.(7)
    
    None of the DSU granted to the Named Executive Officers vested in the financial year ended
November 30, 2010 since they were granted in December 2010. To see the number and value of DSU
earned and granted to each Named Executive Officer in the last completed financial year, see
Summary Compensation Table above. Statement of Compensation
    
    Page 20Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



D. Termination and Change of Control Provisions
  Yves Rosconi
 President and Chief Executive Officer
 Securities Act
 Severance
    
    Value of Stock Options (1)Events
    
    ($)
    
    ($)Retirement (2)
    
    
    
    
    
    
    1,025,420Termination of Employment
without Just Cause (2)
    
    
    719,399
    (4)
    
    
    1,025,420Termination of Employment
in the event of
a Change of Control (3)
    
    
    1,438,798
    (4)
    
    
    1,143,888Voluntary Resignation
in the event of
a Change of Control (3)
    
    
    719,399
    (4)
    
    
    1,143,888Voluntary Resignation (2)
    
    
    
    
    
    
    1,025,420
 
 (1)
    
    The value assumes that upon the occurrence of an event, all in-the-money vested options would
be exercised. The value is the difference between the closing price of the Common Shares on
November 30, 2010 on the TSX ($5.65) and the respective exercise price of each vested option as at
November 30, 2010.(2)
    
    Under the Share Option Plan, the termination of a persons employment with the Corporation
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 Corporation 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, 2010 on the TSX ($5.65) would be exercised. Statement of Compensation
    
    Page 21Management Proxy Circular
    
    Theratechnologies Inc.






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##### 



(4)
    
    As at November 30, 2010, the last bonus paid to Mr. Rosconi was the bonus he received for
the financial year 2009 which amounted to $225,000.
 Luc Tanguay
Senior Executive Vice President and Chief Financial Officer
 Securities Act
 Severance
    
    Value of Stock Options (1)Events
    
    ($)
    
    ($)Retirement (2)
    
    
    
    
    
    
    489,414Termination of Employment
without Just Cause (2)
    
    
    1,139,232
    (4)
    
    
    489,414Termination of Employment
in the event of
a Change of Control (2) (3)
    
    
    1,139,232
    (4)
    
    
    586,000Voluntary Resignation
in the event of
a Change of Control (2)(3)
    
    
    569,616
    (4)
    
    
    586,000Voluntary Resignation (2)
    
    
    
    
    
    
    489,414
 
 (1)
    
    The value assumes that upon the occurrence of an event, all in-the-money vested options
would be exercised. The value is the difference between the closing price of the Common Shares on
November 30, 2010 on the TSX ($5.65) and the respective exercise price of each vested option as at
November 30, 2010.(2)
    
    Under the terms of Mr. Tanguays employment agreement, the termination of his employment with
the Corporation entitles him to exercise his vested options on the earlier of: twenty-four (24)
months from his termination date; and the expiry date of the vested options.(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 Corporation 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, 2010 on the TSX ($5.65) would be exercised. Statement of Compensation
    
    Page 22Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



(4)
    
    As at November 30, 2010, the last bonus paid to Mr. Tanguay was the bonus he received for the
financial year 2009 which amounted to $176,000.
 Christian Marsolais
Vice President, Clinical Research and Medical Affairs
  Severance
    
    Value of Stock Options (1)Events
    
    ($)
    
    ($)Retirement (2)
    
    
    
    
    
    
    83,414Termination of Employment
without Just Cause (2)
    
    
    184,456
    
    
    
    83,414Termination of Employment
in the event of
a Change of Control (3)
    
    
    184,456
    
    
    
    313,600Voluntary Resignation
in the event of
a Change of Control (3)
    
    
    
    
    
    
    313,600Voluntary Resignation (2)
    
    
    
    
    
    
    83,414
 
 (1)
    
    The value assumes that upon the occurrence of an event, all in-the-money vested options
would be exercised. The value is the difference between the closing price of the Common Shares on
November 30, 2010 on the TSX ($5.65) and the respective exercise price of each vested option as at
November 30, 2010.(2)
    
    Under the Share Option Plan, the termination of a persons employment with the Corporation
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 Corporation 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, 2010 on the TSX ($5.65) would be exercised. Martine Ortega
Vice President, Compliance and Regulatory Affairs
  Statement of Compensation
    
    Page 23Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Severance
    
    Value of Stock Options (1)Events
    
    ($)
    
    ($)Retirement (2)
    
    
    
    
    
    
    157,082Termination of Employment
without Just Cause (2)
    
    
    169,399
    
    
    
    157,082Termination of Employment
in the event of
a Change of Control (3)
    
    
    169,399
    
    
    
    323,100Voluntary Resignation
in the event of
a Change of Control (3)
    
    
    
    
    
    
    323,100Voluntary Resignation (2)
    
    
    
    
    
    
    157,082
 
 (1)
    
    The value assumes that upon the occurrence of an event, all in-the-money vested options
would be exercised. The value is the difference between the closing price of the Common Shares on
November 30, 2010 on the TSX ($5.65) and the respective exercise price of each vested option as at
November 30, 2010.(2)
    
    Under the Share Option Plan, the termination of a persons employment with the Corporation
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 Corporation 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, 2010 on the TSX ($5.65) would be exercised. Chantal Desrochers
Vice President, Business Development and Commercialization
  Statement of Compensation
    
    Page 24Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Severance
    
    Value of Stock Options (1)Events
    
    ($)
    
    ($)Retirement (2)
    
    
    
    
    
    
    272,096Termination of Employment
without Just Cause (2)
    
    
    246,946
    
    
    
    272,096Termination of Employment
in the event of
a Change of Control (3)
    
    
    246,946
    
    
    
    346,796Voluntary Resignation
in the event of
a Change of Control (3)
    
    
    
    
    
    
    346,796Voluntary Resignation (2)
    
    
    
    
    
    
    272,096
 
 (1)
    
    The value assumes that upon the occurrence of an event, all in-the-money vested options
would be exercised. The value is the difference between the closing price of the Common Shares on
November 30, 2010 on the TSX ($5.65) and the respective exercise price of each vested option as at
November 30, 2010.(2)
    
    Under the Share Option Plan, the termination of a persons employment with the Corporation
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, 2010 on the TSX
($5.65) would be exercised. 
 E. Performance Graph
 TH S&P AMEX Biotech
 Return on a $100 Investment
from November 30, 2005 to November 30, 2010
 
 Statement of Compensation
    
    Page 25Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    2010Theratechnologies
    
    
    100.00
    
    
    
    249.50
    
    
    
    1004.95
    
    
    
    159.41
    
    
    
    325.74
    
    
    
    559.41S&P / TSX Composite Index
    
    
    100.00
    
    
    
    117.81
    
    
    
    126.47
    
    
    
    85.65
    
    
    
    105.76
    
    
    
    119.67AMEX Biotechnology Index
    
    
    100.00
    
    
    
    114.31
    
    
    
    123.06
    
    
    
    88.50
    
    
    
    131.89
    
    
    
    169.61
  
 F. Other Information
 Description of the Share Purchase Plan
 Share
Purchase Plan
  st st Participation
Dates
   Statement of Compensation
    
    Page 26Management 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 Corporation to purchase Common Shares under the Share Purchase Plan.
 Indebtedness of Executive Officers
  
 2. Director Compensation
 
 A. Determination of Director Compensation
  Statement of Compensation
    
    Page 27Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Position atBoard Level orCommittee Level
    
    Compensation
    
    NumberAnnual Retainer to Chair of the Board
    
    $
    100,000Annual Retainer to Board Members
    
    $
    20,000Annual Grant of Options
    
    
    
    
    
    
    10,000Attendance 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(1)- in person
    
    $
    1,500- by conference call
    
    $
    1,200
 
 (1)
    
    No attendance fee is paid for meetings of the Finance Committee. 
 B. Director Compensation Table
  Share-
    
    
    
    
    
    Non-equitybased
    
    Option-based
    
    incentive plan
    
    Pension
    
    All otherFees earned
    
    awards
    
    awards (2)
    
    compensation
    
    value
    
    compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Gilles Cloutier
    
    
    63,800
    
    
    
    
    
    
    
    36,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000A. Jean de Grandpré
    
    
    83,600
    
    
    
    
    
    
    
    36,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119,800Robert Goyer (1)
    
    
    40,300
    
    
    
    
    
    
    
    36,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,500Gérald A. Lacoste
    
    
    78,133
    
    
    
    
    
    
    
    36,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    114,333Paul Pommier
    
    
    197,967
    
    
    
    
    
    
    
    36,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    234,167Bernard Reculeau
    
    
    42,500
    
    
    
    
    
    
    
    36,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,700Jean-Denis Talon
    
    
    53,000
    
    
    
    
    
    
    
    36,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,200
 
 (1)
    
    The services of Mr. Goyer are provided to the Corporation by Clinipharm (1987) Inc.
(Clinipharm), a corporation 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 as at April 13,
2011, Mr. Goyer received no compensation from Clinipharm from December 1, 2009 to November 30,
2010. All options are granted to Mr. Goyer, personally. Statement of Compensation
    
    Page 28Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



(2)
    
    The value of the awards is comprised of one grant that occurred on June 8, 2010 (the June 2010
Grant). As part of the June 2010 Grant, each director who is not an employee of the Corporation
was granted 10,000 options at an exercise price of $4.75. 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 and
the IFRS using the following assumptions:(i) Risk-free interest rate: 2.61%;(ii) Expected volatility in the market price of the Common Shares: 81.77%;(iii) Expected dividend yield: 0%; and(iv) Expected life: 7.5 yearsFair value per option: $3.62
 
 C. Incentive Plan Awards
 Outstanding Option-Based Awards and Share-Based Awards
  Option-Based Awards
    
    Share-Based AwardsNumber ofsecurities
    
    
    
    
    
    
    
    
    
    Value of
    
    Number of sharesunderlying
    
    
    
    
    
    
    
    
    
    unexercised
    
    or units of shares
    
    Market or payout valueunexercised
    
    Option exercice
    
    
    
    
    
    in-the-money
    
    that have not
    
    of share-based awardsoptions
    
    price
    
    Option expiration
    
    options (1)
    
    vested
    
    that have not vestedName
    
    (#)
    
    ($)
    
    date
    
    ($)
    
    (#)
    
    ($)Gilles Cloutier
    
    
    5,000
    
    
    
    5.40
    
    
    
    2013.05.07
    
    
    
    1,250
    
    
    
    
    
    
    
    5,000
    
    
    
    3.68
    
    
    
    2014.05.03
    
    
    
    9,8505,000
    
    
    
    1.75
    
    
    
    2015.05.06
    
    
    
    19,5005,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    18,9505,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    19,25010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    38,10010,000
    
    
    
    4.75
    
    
    
    2020.06.08
    
    
    
    9,000A. Jean de Grandpré
    
    
    5,000
    
    
    
    11.80
    
    
    
    2011.05.10
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    10.55
    
    
    
    2012.05.09
    
    
    
    5,000
    
    
    
    5.40
    
    
    
    2013.05.07
    
    
    
    1,2505,000
    
    
    
    3.68
    
    
    
    2014.05.03
    
    
    
    9,8505,000
    
    
    
    1.75
    
    
    
    2015.05.06
    
    
    
    19,5005,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    18,9505,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    19,25010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    38,10010,000
    
    
    
    4.75
    
    
    
    2020.06.08
    
    
    
    9,000Robert Goyer
    
    
    5,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    4.75
    
    
    
    2020.06.08
    
    
    
    9,000Gérald A. Lacoste
    
    
    5,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    18,950
    
    
    
    
    
    
    
    5,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    19,25010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    38,10010,000
    
    
    
    4.75
    
    
    
    2020.06.08
    
    
    
    9,000
 Statement of Compensation
    
    Page 29Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Option-Based Awards
    
    Share-Based AwardsNumber ofsecurities
    
    
    
    
    
    
    
    
    
    Value of
    
    Number of sharesunderlying
    
    
    
    
    
    
    
    
    
    unexercised
    
    or units of shares
    
    Market or payout valueunexercised
    
    Option exercice
    
    
    
    
    
    in-the-money
    
    that have not
    
    of share-based awardsoptions
    
    price
    
    Option expiration
    
    options (1)
    
    vested
    
    that have not vestedName
    
    (#)
    
    ($)
    
    date
    
    ($)
    
    (#)
    
    ($)Paul Pommier
    
    
    5,000
    
    
    
    11.80
    
    
    
    2011.05.10
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    10.55
    
    
    
    2012.05.09
    
    
    
    5,000
    
    
    
    5.40
    
    
    
    2013.05.07
    
    
    
    1,2505,000
    
    
    
    3.68
    
    
    
    2014.05.03
    
    
    
    9,8505,000
    
    
    
    1.75
    
    
    
    2015.05.06
    
    
    
    19,5005,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    18,9505,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    19,25010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    38,10010,000
    
    
    
    4.75
    
    
    
    2020.06.08
    
    
    
    9,000Bernard Reculeau
    
    
    5,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    18,950
    
    
    
    
    
    
    
    5,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    19,25010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    38,10010,000
    
    
    
    4.75
    
    
    
    2020.06.08
    
    
    
    9,000Jean-Denis Talon
    
    
    5,000
    
    
    
    11.80
    
    
    
    2011.05.10
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    10.55
    
    
    
    2012.05.09
    
    
    
    5,000
    
    
    
    5.40
    
    
    
    2013.05.07
    
    
    
    1,2505,000
    
    
    
    3.68
    
    
    
    2014.05.03
    
    
    
    9,8505,000
    
    
    
    1.75
    
    
    
    2015.05.06
    
    
    
    19,5005,000
    
    
    
    1.86
    
    
    
    2016.03.30
    
    
    
    18,9505,000
    
    
    
    8.29
    
    
    
    2017.03.29
    
    
    
    5,000
    
    
    
    1.80
    
    
    
    2018.12.18
    
    
    
    19,25010,000
    
    
    
    1.84
    
    
    
    2019.03.28
    
    
    
    38,10010,000
    
    
    
    4.75
    
    
    
    2020.06.08
    
    
    
    9,000
 
 (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, 2010 ($5.65) on the TSX and the
respective exercise price of the options. Statement of Compensation
    
    Page 30Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



Incentive Plan Awards  Value vested or earned during the year
  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
    
    
    200
    
    
    
    
    
    
    
    A. Jean de Grandpré
    
    
    200
    
    
    
    
    
    
    
    Robert Goyer
    
    
    200
    
    
    
    
    
    
    
    Gérald A. Lacoste
    
    
    200
    
    
    
    
    
    
    
    Paul Pommier
    
    
    200
    
    
    
    
    
    
    
    Bernard Reculeau
    
    
    200
    
    
    
    
    
    
    
    Jean-Denis Talon
    
    
    200
    
    
    
    
    
    
    
    
 
 (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 ($4.77) and the exercise price of
the options on that date ($4.75). Options granted to directors as part of the June 2010 Grant
vested on their date of grant. In compliance with the Share Option Plan, the exercise price of the
options was equal to the closing price of the Common Shares on the day preceding the date of grant
of the options ($4.75). 
 D. Other Information
 Indebtedness of Directors
  Liability Insurance of Directors and Officers
  Statement of Compensation
    
    Page 31Management Proxy Circular
    
    Theratechnologies Inc.




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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
    
    Corporation ManagementYves Rosconi (1)
    
    No
    
    Corporation Management
 
 (1)
    
    Yves Rosconi was replaced as a director of the Corporation on December 2, 2010 by Mr.
John-Michel Huss, the current President and Chief Executive Officer of the Corporation.  
 B. Meetings of the Board
  Name
    
    Number of Meetings
    
    Attendance
    
    AbsenceGilles Cloutier
    
    
    9
    
    
    
    8
    
    
    
    1A. Jean de Grandpré
    
    
    9
    
    
    
    9
    
    
    
    0Robert Goyer
    
    
    9
    
    
    
    9
    
    
    
    0Gérald A. Lacoste
    
    
    9
    
    
    
    9
    
    
    
    0Paul Pommier
    
    
    9
    
    
    
    9
    
    
    
    0Bernard Reculeau
    
    
    9
    
    
    
    9
    
    
    
    0Jean-Denis Talon
    
    
    9
    
    
    
    9
    
    
    
    0Luc Tanguay
    
    
    9
    
    
    
    9
    
    
    
    0Yves Rosconi
    
    
    9
    
    
    
    8
    
    
    
    1
 Corporate Governance Disclosure
    
    Page 32Management Proxy Circular
    
    Theratechnologies Inc.




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C. Other Board Memberships
  
 2. Mandate of the Board of Directors
   
 3. Position Descriptions
  
 4. Orientation and Continuing Education
   
 5. Ethical Business Code of Conduct
 Code of Ethics
 Corporate Governance Disclosure
    
    Page 33Management Proxy Circular
    
    Theratechnologies Inc.




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6. Corporate Governance and Nomination of Directors
    Name
    
    Number of Meeting
    
    Attendance
    
    AbsenceGérald A. Lacoste
    
    
    1
    
    
    
    1
    
    
    
    0Gilles Cloutier
    
    
    1
    
    
    
    1
    
    
    
    0Jean A. de Grandpré
    
    
    1
    
    
    
    1
    
    
    
    0Robert Goyer
    
    
    1
    
    
    
    1
    
    
    
    0Paul Pommier
    
    
    1
    
    
    
    1
    
    
    
    0
 
 7. Compensation
 
 A. Independence
   
 B. Meetings of the Compensation Committee
  Name
    
    Number of Meetings
    
    Attendance
    
    AbsenceA. Jean de Grandpré
    
    
    3
    
    
    
    3
    
    
    
    0Paul Pommier
    
    
    3
    
    
    
    3
    
    
    
    0Bernard Reculeau
    
    
    3
    
    
    
    3
    
    
    
    0Jean-Denis Talon
    
    
    3
    
    
    
    3
    
    
    
    0
 Corporate Governance Disclosure
    
    Page 34Management Proxy Circular
    
    Theratechnologies Inc.




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8. Audit Committee
 
 A. Independence
   
 B. Meetings of the Audit Committee
  Name
    
    Number of Meetings
    
    Attendance
    
    AbsenceGérald A. Lacoste
    
    
    4
    
    
    
    4
    
    
    
    0Paul Pommier
    
    
    4
    
    
    
    4
    
    
    
    0Jean-Denis Talon
    
    
    4
    
    
    
    4
    
    
    
    0
  
 9. Strategic Committee
   -
    
    to evaluate and review the various business alternatives of the Corporation 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;-
    
    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.
 Corporate Governance Disclosure
    
    Page 35Management Proxy Circular
    
    Theratechnologies Inc.




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Name
    
    Number of Meetings
    
    Attendance
    
    AbsenceGilles Cloutier
    
    
    16
    
    
    
    15
    
    
    
    1A. Jean de Grandpré
    
    
    16
    
    
    
    16
    
    
    
    0Gérald A. Lacoste
    
    
    16
    
    
    
    16
    
    
    
    0Paul Pommier
    
    
    16
    
    
    
    16
    
    
    
    0
  
 10. Financing Committee
  Corporate Governance Disclosure
    
    Page 36Management Proxy Circular
    
    Theratechnologies Inc.




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ITEM IV. OTHER INFORMATION
 
 1. Additional Documentation
  
 2. Approval by the Board Of Directors
   
 
 Other Information
    
    Page 37Management Proxy Circular
    
    Theratechnologies Inc.




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##### 



APPENDIX A
 SPECIAL RESOLUTION OF THE SHAREHOLDERS OF
THERATECHNOLOGIES INC. (THE CORPORATION)
 RESOLUTION 2011-1
AMENDMENT TO THE ARTICLES OF THE CORPORATION
 BE IT RESOLVED:
 1.
    
    That the amendment to the articles of the Corporation to provide the directors with the right
to appoint one or more additional directors to hold office for a term expiring not later than
the close of the next annual shareholders meeting, subject to the total number of directors so
appointed not exceeding one third of the number of directors elected at the previous annual
shareholders meeting, be and is hereby approved;2.
    
    That the Corporation be, and it is hereby authorized, to file articles of amendment (the
Articles of Amendment) with the Enterprise Registrar and any other competent regulatory
authority;3.
    
    That any director or officer of the Corporation be, and is hereby authorized, to execute and
deliver the Articles of Amendment and any other document and instrument and to take such other
actions, for and on behalf of the Corporation, 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 2011-1Management 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 Corporation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 Corporations annual report on Senior Management compensation part
of the Corporation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 Corporation and for other members of senior management.
 Appendix B  Compensation Committee CharterManagement 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 Corporation
Share Option Plan.2.
    
    The Committee may delegate, at its discretion, the plans administration
to members of the Corporation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 Corporations increase in overall compensation.
 III. External Advisors
  IV. Composition of the Committee
  Appendix B  Compensation Committee CharterManagement 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 CharterManagement 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
Corporation.2.
    
    Oversee the appointment of other members of Senior Management.3.
    
    Ensure that the Corporation 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 Corporations strategic planning process.2.
    
    Approve the Corporations strategic plan and review Senior Managements
performance in implementing the plan.
 Appendix C  Mandate of the Board of DirectorsManagement Proxy Circular
    
    Theratechnologies Inc.




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##### 



3.
    
    Review the strategic plan annually, taking into account opportunities and
risks, and monitoring the Corporations performance against the plan.4.
    
    Review and approve the Corporations annual plans towards financing the
strategic plan.5.
    
    Review and approve the Corporations annual operating budget.6.
    
    Identify key business risks facing the Corporation 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 Corporation.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 Corporation.3.
    
    Oversee the implementation of a Corporation disclosure policies and
procedures.4.
    
    Monitor the integrity of the Corporations internal controls and
disclosure systems.5.
    
    Be available to receive feedback from stakeholders, which must be
provided in writing, at the Corporations head office, bearing the mention
Confidendial.
 E.
    
    Personal Behaviours
 1.
    
    Keep up-to-date with the regular programs and employees of the
Corporation.2.
    
    Upon request, join a committee and actively participate at its meetings.3.
    
    Be accessible, at least by telephone, to personnel and other Corporation
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 DirectorsManagement 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 DirectorsManagement 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 PolicyManagement 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 Corporations business, its competitors, corporate governance and
regulatory issues;B.
    
    Key Corporation 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 Corporation or
consultants presenting a long-term strategy for the Corporation;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 PolicyManagement 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 Corporation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 CharterManagement Proxy Circular
    
    Theratechnologies Inc.




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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 Corporations articles of
incorporation and by law. As provided under the terms of the Corporation 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 Corporation, 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 Corporation.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 CharterManagement 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 CharterManagement Proxy Circular
    
    Theratechnologies Inc.




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




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