NRMX Neurochem - Common Shares (MM)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of: March, 2008

Commission File Number: 000-50393

NEUROCHEM INC.

275 Armand-Frappier Boulevard
Laval, Québec
H7V 4A7

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40 F.
Form 20-F ¨ Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.

Yes ¨ No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

NEUROCHEM INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

      NOTICE is hereby given that the annual and special meeting (the “Meeting”) of shareholders of Neurochem Inc. (the “Corporation”) will be held at the Montreal Museum of Fine Arts, 1379 Sherbrooke Street West (Michal and Renata Hornstein Pavilion), Montreal, Quebec H3G 1J5, Canada, on April 15, 2008, at 10:00 AM, Montreal time, for the following purposes:

(i)		to receive and consider the annual report of the directors to the shareholders and the financial statements of the Corporation for the financial year ended December 31, 2007, and the report of the auditors thereon;
(ii)		to elect directors for the ensuing year;
(iii)		to ratify and confirm the resolution approving the unallocated options under the Amended and Restated Stock Option Plan of the Corporation;
(iv)		to adopt the resolution approving the change in the Corporation’s name from “Neurochem Inc.” to “BELLUS Health Inc.”;
(v)		to appoint KPMG llp , Chartered Accountants, as auditors of the Corporation and to authorize the Audit Committee to fix the auditors’ remuneration; and
(vi)		to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

DATED at Laval, Quebec, Canada, March 12, 2008.

		BY ORDER OF THE BOARD OF DIRECTORS
		David Skinner Corporate Secretary

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

MANAGEMENT PROXY CIRCULAR

     This proxy circular is furnished in connection with the solicitation by the management of Neurochem Inc. (the “Corporation”) of proxies to be voted at the annual and special meeting of shareholders of the Corporation (the “Meeting”), to be held at the Montreal Museum of Fine Arts, 1379 Sherbrooke Street West (Michal and Renata Hornstein Pavilion), Montreal, Quebec H3G 1J5, Canada, on Tuesday, April 15, 2008, at 10:00 AM, Montreal time, for the purposes set forth in the accompanying notice of the Meeting, and at any adjournment thereof. Except as otherwise stated, the information contained herein is given as at March 11, 2008, and all dollar amounts and references to $ are to Canadian dollars.

SOLICITATION OF PROXIES

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

APPOINTMENT AND REVOCATION OF PROXIES

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

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

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

 -2- 

REGISTERED SHAREHOLDERS

     Holders of common shares of the capital of the Corporation (the “Common Shares”) listed as shareholders at the close of business on March 14, 2008, will be entitled to vote at the Meeting, or any adjournment thereof, either in person or by proxy, in respect of all matters which may properly come before the Meeting, or any adjournment thereof.

NON-REGISTERED SHAREHOLDERS

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

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

VOTING OF PROXIES

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

		In the absence of such directions, such shares will be voted:
a.		FOR the election as directors of those persons hereinafter named as management’s nominees;
b.		FOR the ratification and confirmation of the resolution approving the unallocated options under the Amended and Restated Stock Option Plan of the Corporation (the “Plan”), the whole as more fully set forth in Schedule A hereto;
c.		FOR the adoption of the resolution approving the change in the Corporation’s name from “Neurochem Inc.” to “BELLUS Health Inc.”, the whole as more fully set forth in Schedule D hereto; and
d.		FOR the appointment of KPMG llp , Chartered Accountants, as auditors of the Corporation and the authorization of the Audit Committee to fix the auditors’ remuneration.

 -3- 

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

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

ELECTION OF DIRECTORS

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

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

-4-

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

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

     To the knowledge of the directors and officers of the Corporation, except for Mr. John Bernbach, who was non-executive Chairman of Sportsworld Media Group plc from 2000 to 2002, Mr. François Legault, who was a director and Chairman of Avance Pharma Inc. from Fall 2001 to July 9, 2004 and Mr. Calin Rovinescu, who was Executive Vice-President of Air Canada between April 2000 and April 2004, in addition to serving as its Chief Restructuring Officer from April 2003, no proposed director of the Corporation:

(a)

is, as at the date of this proxy circular, or has been, within 10 years before the date of this proxy circular, a director, chief executive officer or chief financial officer of any company, that,

	(i)		was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer that was in effect for a period of more than 30 consecutive days; or
	(ii)		was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer that was in effect for a period of more than 30 consecutive days; or

(b)

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

(c)

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

     Sportsworld Media Group plc breached the listing rules of the London Stock Exchange by failing to notify the market of changes in its business performance and expectations as to its pre-tax profit (“PTP”) until the end of January 2002, despite having been aware of the situation since December 24, 2001. Management accounts to this effect prepared between September 27, 2001 and January 25, 2002 were not communicated to Mr. Bernbach and the other non-executive members of the Sportsworld Media Group plc board until January 25, 2002. As soon as the board was made aware of the change in expectations, a trading statement was prepared and issued announcing reduced full year PTP expectations.

     As a result of the breach, Sportsworld Media Group plc’s listing was suspended on April 2, 2002 pending announcement of its interim results and on April 10, 2002, administrative receivers were appointed. To the best of Mr. Bernbach’s knowledge, Sportsworld Media Group plc remains under administrative receivership.

 -6- 

     Mr. Legault was advised on January 31, 2006 that Avance Pharma Inc. made a proposal to creditors under the Companies’ Creditors Arrangement Act (CCAA) on June 15, 2005.

     Air Canada successfully emerged from proceedings under the CCAA and was restructured pursuant to a plan of arrangement in September 2004. Mr. Rovinescu has not been Executive Vice-President and Chief Restructuring Officer of Air Canada since April 2004.

The following table identifies the directors of the Corporation who also act as directors for other reporting issuers.

 -7- 

COMPENSATION OF DIRECTORS AND EXECUTIVES

      Compensation of Directors

     Directors are remunerated for services in that capacity with cash compensation and options to acquire Common Shares. Members of the Board are paid an annual fee of $12,000, an attendance fee of $1,000 per meeting and an annual grant of 5,000 options to acquire Common Shares. Additionally, directors who serve on committees of the Board are entitled to an annual fee of $2,000 ($3,000 for the chairman of the committee), an attendance fee of $750 per committee meeting and an annual grant of 1,000 options to acquire Common Shares. The Lead Director is also entitled to a grant of option of an additional 5,000 Common Shares. Upon joining the Board, a director is entitled to a one-time grant of 25,000 options to acquire Common Shares. Directors may elect to receive such cash compensation in the form of deferred share units. See “Equity Compensation Plans — Deferred Share Unit Plans”. All Directors standing for reelection for the Meeting have been granted 20,000 options each to acquire shares, effective on March 5, 2008, as an additional incentive to continue serving on the Board.

 -8- 

NOTES:

Option Grants during Fiscal Year ended December 31, 2007

     The following table provides details as to the stock options granted to the Named Executive Officers to whom options were granted by the Corporation during the fiscal year ended December 31, 2007.

NOTES:

NOTE:

(1)

The value of unexercised in-the-money options at financial year-end is the difference between the exercise price and the closing sale price of the Common Shares on the TSX on December 31, 2007. This gain has not been, and may never be, realized. The options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the Common Shares on the date of exercise. The closing sale price of the Common Shares on the TSX, on December 31, 2007 was $2.20.

 -10- 

Long-Term Incentive Plan — Awards In Most Recently Completed Financial Year

     The following table indicates, for each of the Named Executive Officers, the number of deferred share units (“ DSUs ”) granted under the deferred share unit plan for employees in the fiscal year ended December 31, 2007, together with the details regarding the period until payout of the DSUs.

NOTES:

     As at March 11, 2008, 845,779 options were available for grants under the Plan.

     Pursuant to the Plan, options may be granted to directors, officers, key employees, consultants and members of the Scientific Advisory Board (if any) of the Corporation or any affiliate thereof, and the number of Common Shares subject to each option, the expiration date of each option, the extent to which each option is exercisable from time to time during its term and other terms and conditions relating to each such option shall be determined by the Compensation Committee and be subject to approval by the Board, provided, however, that if no specific determination is made by the Compensation Committee with respect to any of the foregoing matters, each option shall, subject to any other specific provisions of the Plan, contain the following terms and conditions:

(a)

the period during which an option shall be exercisable shall be 10 years from the date of the grant; and

 -11- 

(b)

the optionee may take up and pay for not more than 20% of the Common Shares covered by the option after the expiration of each one-year period in arrears from the date of the grant; provided, however, that if the number of Common Shares taken up under the option after the expiration of each one-year period is less than 20% of the Common Shares covered by the option, the optionee shall have the right, on a cumulative basis, at any time or from time to time during the remainder of the term of the option, to purchase such number of Common Shares subject to the option that were purchasable, but not purchased by such optionee, after the expiration of each such one-year period.

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

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

(a)		the aggregate number of Common Shares reserved for issuance at any time to any one optionee shall not exceed 5% of the number of Common Shares of the Corporation outstanding on a non-diluted basis at such time, less the total of all shares reserved for issuance to such optionee pursuant to any other share compensation arrangement of the Corporation and its affiliates;
(b)		the aggregate number of Common Shares issuable (or, reserved for issuance) to insiders of the Corporation and its affiliates under the Plan and any other share compensation arrangement of the Corporation and its affiliates, cannot at any time exceed 10% of the issued and outstanding Common Shares; and
(c)		the aggregate number of Common Shares issued to insiders under the Plan and any other share compensation arrangement of the Corporation and its affiliates, within a one-year period, cannot exceed 10% of the issued and outstanding Common Shares.

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

     Notwithstanding any vesting period determined by the Board in respect of any option granted to an optionee at any time, the Board may, upon written notice to all the optionees, provide that all or a portion of the then vested or unvested options held by such optionees will become exercisable in full as

 -12- 

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

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

(a)		the acceleration of the date upon which any unvested option may vest, and therefore be exercisable by such optionees, subject always to the three-month period for exercise set forth in the Plan; or
(b)		notwithstanding the three-month period for exercise set forth in the Plan, the extension of the period for the exercise by such optionees of such options as are vested, and therefore are exercisable by such optionees, on the date at which such optionee has ceased to be a director of the Corporation from the three-month period for exercise set forth in the Plan to twelve months from the date at which any such optionee has ceased to be a director of the Corporation.

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

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

(a)		amendments of a “housekeeping” nature, which include, without limitation, amendments to ensure continued compliance with applicable laws, regulations, rules or policies of any regulatory authority and amendments to remove any ambiguity or to correct or supplement any provision contained in the Plan which may be incorrect or incompatible with any other provision of the Plan;
(b)		a change to the vesting provisions of an option of the Plan;

 -13- 

(c)		a change to the termination provisions of an option or the Plan which does not entail an extension beyond the original expiration date; and
(d)		the addition of a cashless exercise feature payable in cash or securities which provides for a full deduction of the number of underlying Common Shares from the number of Common Shares reserved for issuance under the Plan;

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

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

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

      Deferred Share Unit Plans

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

APPROVAL OF UNALLOCATED OPTIONS UNDER THE PLAN

     As indicated above, the Plan provides, in lieu of a fixed number of Common Shares issuable pursuant to options granted under the Plan, that the maximum number of Common Shares issuable under the Plan together with any security-based compensation arrangement of the Corporation is equal to a fixed maximum percentage of 12.5% of the issued and outstanding Common Shares from time to time. The rules of the TSX provide that all unallocated options, rights or other entitlements under a security-based compensation arrangement which do not have a fixed number of maximum securities issuable be re-approved every three (3) years. Accordingly, at the Meeting, shareholders will be asked to consider and, if deemed advisable, to approve, with or without amendment, the resolution set forth in

 -14- 

Schedule A. Previously allocated options will continue, unaffected, whether or not this resolution is approved by shareholders. Previously granted options that are cancelled subsequent to the Meeting will not, however, be available for grants if this resolution is not approved by shareholders.

NOTE:

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

     No officers, directors, employees or former officers, directors and employees of the Corporation were indebted to the Corporation as at March 11, 2008.

DIRECTORS’ AND OFFICERS’ INSURANCE

     The Corporation provides insurance for the benefit of its directors and officers against liability incurred by them in these capacities. The current aggregate policy limit is US$20,000,000, the first US$500,000 of certain claims being deductible and payable by the Corporation. The premium is US$529,000 for a twelve-month term ending October 16, 2008. This premium, which has not been specifically allocated between directors as a group and officers as a group, was paid entirely by the Corporation.

TERMINATION OF EMPLOYMENT, CHANGE IN CONTROL AND EMPLOYMENT AGREEMENTS

     In case of termination of the employment of each of the Named Executive Officers for reason other than for just cause or for good reason, and other than termination following a change of control of the Corporation, Drs. Shona McDiarmid, Andreas Orfanos and Denis Garceau and Mr. Mariano Rodriguez are entitled, under their employment agreements, to lump sum payments of $310,600, $306,200, $300,500

-15-

and $200,000, respectively. Dr. Andreas Orfanos, in connection with his departure effective February 21, 2008, will receive a lump sum of $306,200 plus benefits.

     In case of termination of the employment of each of the Named Executive Officers following a change of control of the Corporation, Drs. Shona McDiarmid, Andreas Orfanos, Denis Garceau and Mr. Mariano Rodriguez are entitled, under their employment agreements, to lump sum payments of $621,400, $612,400, $601,000 and $400,000, respectively. Following a change of control of the Corporation, if Drs. Shona McDiarmid, Andreas Orfanos, Denis Garceau and Mr. Mariano Rodriguez elect to remain in their function for at least six months following such change of control and, prior to the expiry of two years following such change of control, decide to leave the employment of the Corporation for any reason whatsoever, they are entitled, under their employment agreements, to lump sum payments of $310,600, $306,200, $300,500 and $200,000, respectively.

COMPOSITION OF THE COMPENSATION COMMITTEE

     The Compensation Committee of the Board currently consists of Mr. Calin Rovinescu (Chair), Mr. John Bernbach, Mr. Neil Flanzraich, and Dr. Emil Skamene.

REPORT ON EXECUTIVE COMPENSATION

     The Corporation’s current compensation policy for its executive officers, including the Named Executive Officers, emphasizes incentive-based compensation over base salary. Through the granting of options to purchase Common Shares, the executive officers of the Corporation, including the Named Executive Officers, are provided with incentive to (a) advance the drug development and nutraceutical programs of the Corporation towards commercialization and (b) enhance the market value of the Corporation’s Common Shares. In order to establish base salary and bonus compensation levels, the Corporation studies, among other things, the competitive market environment.

     More specifically, the compensation of the Corporation’s executive officers is based on the experience and expertise of each executive officer. Bonuses are granted in accordance with the individual performance of each executive officer of the Corporation which is evaluated in the context of the annual performance review process. When and if the Corporation generates revenues from the sale of its products, sales and profit contributions will factor into the determination of annual performance bonuses.

     The services of the Corporation’s Chief Executive Officer, Dr. Francesco Bellini, O.C., are provided under a Management Services Agreement (as defined herein) between the Corporation and Picchio International Inc. (“Picchio International”). See “Interest of Informed Persons in Material Transactions and Material Contracts — Management Services Agreement”. In accordance with its compensation policy for executive officers, the total compensation package for Dr. Bellini emphasizes incentive-based compensation over base salary, in that Dr. Bellini and the Corporation are party to a Performance Target Agreement under which the Corporation agreed to issue Common Shares to Dr. Bellini upon the achievement of certain performance targets. The issuance of the Common Shares to Dr. Bellini pursuant to the Performance Target Agreement is directly linked to the Corporation’s performance and the relative weight attributed to each milestone is indicated by the number of Common Shares issuable upon the achievement of each of them. See “Interest of Informed Persons in Material Transactions and Material Contracts — Performance Target Agreement”. Considering Dr. Bellini’s experience and expertise, the compensation paid to Picchio International falls within the top tier of compensation arrangements for Chief Executive Officers.

-16-

     The members of the Compensation Committee, whose names are set out above, have approved the issue of the foregoing report and its inclusion in this proxy circular.

PERFORMANCE GRAPH

     The outstanding Common Shares began trading at the opening of business on June 22, 2000, on the TSX (NRM).

     The following graph compares, as at the end of each year up to December 31, 2007, the cumulative total shareholder return on $100 invested in Common Shares on December 31, 2002, with the cumulative total shareholder return on the S&P/TSX Composite Index, assuming reinvestment of all dividends.

REPORT ON CORPORATE GOVERNANCE

     The CSA has adopted National Policy 58-201 — Corporate Governance Guidelines (the “Guidelines”) to provide guidance to Canadian reporting issuers regarding corporate governance. The Guidelines relate to a number of significant governance issues, including the proper role of the board of directors, its structure and composition and its relationship with shareholders and management. The CSA has also adopted National Instrument 58-101 — Disclosure of Corporate Governance Practices requiring that disclosure be made by a listed corporation of its corporate governance practices. A complete description of the Corporation’s corporate governance practices, with specific references to each of the Guidelines, is attached hereto as Schedule B. The Nominating and Corporate Governance Committee, currently composed of Mr. Peter Kruyt (Chair), Mr. André Desmarais, Mr. John Molloy and Mr. François Legault, has reviewed the disclosure set out in Schedule B.

     The Nominating and Corporate Governance Committee continues to periodically review corporate governance proposals made by the CSA and NASDAQ. As new standards become effective, the Nominating and Corporate Governance Committee will review and amend, where necessary and

-17-

appropriate, its corporate governance practices and the eligibility of the members of the Board on each committee and shall, if necessary, make appropriate changes.

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

      Committees of the Board

      Executive Committee

     The Corporation has established an Executive Committee, whose mandate includes assisting the Board in responding to matters, including (but not limited to) reviewing and approving matters on behalf of the Board, when (i) it is impractical to call a full Board meeting in a timely fashion, (ii) specific transactions or actions have previously been approved in principle by the full Board and subsequently require a specific resolution for formal approval, or (iii) management requires timely input from the Board on particular matters, whether of an operational or other nature.

     The Executive Committee has been delegated all powers of the Board in respect of the business and affairs of the Corporation, during the intervals between meetings of the Board, except for those powers which, under the laws governing the Corporation, or the by-laws of the Corporation, may not be exercised by such a committee, in all cases in which specific directions shall not previously have been given by the Board. In delegating to the Executive Committee authority to act between meetings of the Board, the Board recognizes the need for flexibility for the Executive Committee to act on matters where action may be necessary between Board meetings and the calling of a special Board meeting is not warranted. The current members of the Executive Committee are Dr. Francesco Bellini (Chair), Mr. Jean-Guy Desjardins, Mr. André Desmarais, Mr. Neil Flanzraich and Mr. Calin Rovinescu.

      Audit Committee

     The mandate of the Audit Committee includes assisting the Board in its oversight of (i) the integrity of the Corporation’s financial statements, accounting and financial reporting processes, system of internal controls over financial reporting and audit process, (ii) the Corporation’s compliance with, and process for monitoring compliance with, legal and regulatory requirements so far as they may relate to matters of financial reporting, (iii) the independent auditors’ qualifications, independence and performance, and (iv) the performance of the Corporation’s internal audit function (if any). The current members of the Audit Committee are Mr. Graeme K. Rutledge (Chair), Dr. Colin Bier, Mr. Jean-Guy Desjardins.

     Additional information regarding the Audit Committee can be found under the heading “Audit Committee” in the Corporation’s Annual Information Form for the year ended December 31, 2007 (the “Annual Information Form”).

      Compensation Committee

     The mandate of the Compensation Committee includes reviewing the compensation arrangements for the Corporation’s employees, including executive officers and directors, and making recommendations to the Board with respect to such compensation arrangements, as well as making recommendations to the Board with respect to the Corporation’s incentive compensation plans and equity-based plans and overseeing succession planning. The Compensation Committee is also responsible for reviewing an annual report on executive compensation for purposes of disclosure to shareholders. That report can be found above under the heading “Report on Executive Compensation”. The current members of the

-18-

Compensation Committee are Mr. Calin Rovinescu (Chair), Mr. John Bernbach, Mr. Neil Flanzraich and Dr. Emil Skamene.

      Nominating and Corporate Governance Committee

     The mandate of the Nominating and Corporate Governance Committee is to develop and recommend to the Board a set of corporate governance principles and to prepare and review the disclosure with respect to, and the operation of, the Corporation’s system of corporate governance, before such disclosure is submitted to the Board for its approval. The Nominating and Corporate Governance Committee is responsible for the review and periodic update of the Corporation’s corporate governance mandates, charters, policies and procedures, including its Code of Ethics which governs the conduct of the Corporation’s directors, officers and other employees. Moreover, the Nominating and Corporate Governance Committee is mandated to examine, on an annual basis, the size and composition of the Board and, if appropriate, recommend to the Board a program to establish a Board comprised of members who facilitate effective decision-making. Finally, the Nominating and Corporate Governance Committee shall identify individuals qualified to become members of the Board, recommend to the Board nominees to be put before shareholders at each annual meeting and recommend to the Board a process for board, committee and director assessment. The current members of the Nominating and Corporate Governance Committee are Mr. Peter Kruyt (Chair), Mr. André Desmarais, Mr. John Molloy and Mr. François Legault.

      Communications, Insider Trading, Confidential Information and Disclosure Policies

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

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS AND MANAGEMENT CONTRACTS

      Management Services Agreement

     On March 1, 2003, the Corporation entered into a management services agreement (the “Management Services Agreement”) with Picchio International Inc. (“Picchio International”) into which Picchio Pharma intervened (Picchio Pharma and Picchio International are sometimes referred to collectively in this management proxy circular as the “Picchio Group”). All of the shares of Picchio International are owned by Dr. Francesco Bellini and his spouse. The Management Services Agreement was amended as of the 30 ^th day of October, 2003 to permit the grant of performance based fees at the discretion of the Board. The Management Services Agreement has been renewed for one year and currently runs until November 30, 2008.

     The Management Services Agreement provides that Picchio International shall provide to the Corporation the services of Dr. Francesco Bellini as Chief Executive Officer of the Corporation and

-19-

provide the services of other members of the Picchio Group. Under the agreement, the Picchio Group is currently providing, and will continue to provide, on-going regular consulting, advisory and administrative services, including consulting on research and development activities, clinical programs, financing activities, partnering and licensing opportunities, commercialization plans and programs, and investor relations.

     In consideration of the services rendered under the Management Services Agreement, Picchio International receives a monthly fee of $208,114 (the monthly fee as at January 1, 2008). The Management Services Agreement provides that this fee shall be adjusted on a yearly basis, with the approval of the Compensation Committee, to take increases in the consumer price index for Montreal into account. However, by the agreement of the parties to the Management Services Agreement, the increase effective January 1, 2008, was waived and so the monthly fee for 2008 is the same as the monthly fee as at January 2007. This amount includes all direct and indirect costs and expenses, including travel and all other out-of-pocket expenses, incurred by Dr. Bellini and the Picchio Group relating to the services provided pursuant to such agreement. During the fiscal periods ended December 31, 2007, 2006, and 2005, Picchio International received aggregate amounts of $2,497,364, $2,453,688, $2,400,000 respectively, under the Management Services Agreement. The Management Services Agreement also provides for the payment, from time to time, to Picchio International of a discretionary amount as a performance based fee for services rendered. The amount of such performance based fee, if any, will be determined by the Board at its sole discretion. Each party has the right to terminate the Management Services Agreement at any time upon sending a written prior notice of 180 days. The Management Services Agreement provides that it shall be automatically renewed for successive one year terms unless either party sends a prior written notice of non-renewal to the other party at least 90 days prior to the then current termination date. On February 20, 2008, the Board approved the grant of 850,000 options to Picchio International effective March 5, 2008, in accordance with the Corporation’s policies on option grants.

     The Management Services Agreement provides that the Picchio Group shall not, without the Corporation’s written consent, during the term of such agreement and for the 24 months following the termination of the Management Services Agreement, carry on or be engaged in any business which is the same or similar to or in competition in any material way with any of the businesses which the Corporation now or which the Corporation shall, during the term of such agreement, carry on anywhere in the world. The Picchio Group also agreed not to hire any of the Corporation’s employees during the term of the Management Services Agreement and for the twelve months following its expiration.

      Performance Target Agreement

     Pursuant to the Performance Target Agreement, the Corporation agreed to issue up to 220,000 Common Shares to Dr. Bellini in consideration of his services and subject to the accomplishment of certain performance targets. In particular, the Corporation agreed to issue 60,000 Common Shares to Dr. Bellini upon execution of the Performance Target Agreement, 55,000 Common Shares upon the execution of a collaboration agreement in respect of tramiprosate ( ALZHEMED ™) and/or its back-up and/or next generator molecules, 55,000 Common Shares upon the execution of a collaboration agreement in respect of eprodisate ( KIACTA ™, formerly known as FIBRILLEX ™), 25,000 Common Shares upon the completion of a third-party equity and/or debt financing and 25,000 Common Shares upon the restructuring of the Corporation’s management structure, including formalizing a succession plan. The issuance of the shares pursuant to the Performance Target Agreement was approved by the shareholders of the Corporation and regulators in 2005 and provides that the Corporation may, at its option, purchase Common Shares in the open market to satisfy its obligations under the Performance Target Agreement. Dr. Bellini has met the performance target in respect of the eprodisate ( KIACTA ™) transaction and in respect of the financing.

-20-

     If Dr. Bellini ceases to be an officer and director of the Corporation and no longer provides management services to the Corporation, directly or through a formal agreement such as the Management Services Agreement described herein, for any reason other than termination without cause or death or incapacity, all rights granted under the Performance Target Agreement shall be immediately forfeited as of the first date on which Dr. Bellini is no longer an officer, director or management service provider and Dr. Bellini shall not be entitled to receive any Common Shares pursuant to the Performance Target Agreement. In the event of the death or incapacity of Dr. Bellini or termination of such management services without cause, Dr. Bellini or his heirs or other legal representatives, as the case may be, shall be entitled to receive, within 90 days of the death, determination of incapacity or termination, the Common Shares which are issuable or deliverable, as the case may be, by the Corporation upon the execution of the Performance Target Agreement and in respect of which the relevant performance target has been achieved.

     All rights, and the payment obligations relating thereto, are for the benefit of Dr. Bellini or, in the event of his death, his heirs or other legal representatives. Dr. Bellini shall not be entitled to transfer, assign, charge, pledge or hypothecate, or otherwise alienate, whether by operation of law or otherwise, any such rights and they shall not be subject to execution, attachment or similar process.

      Lease with a Related Party

     In April 2005, the Corporation entered into a lease agreement with a company in which Picchio Pharma has an equity interest. The lease is for a three-year period ending April 2008, with a gross rent of approximately $960,000 per year. During 2007, the term of the lease agreement was extended to April 2011, with a gross rent of approximately $968,000 per year. In connection with the sale-leaseback transaction of November 2005 for its Laval facilities, the Corporation provided an indemnification to that company should it be required to vacate its subleased premises by the landlord prior to the expiration of the original three-year period referred to above.

NAME OF THE CORPORATION

     On February 20, 2008, the Board adopted a resolution authorizing the Corporation to file articles of amendment to change its name from “Neurochem Inc.” to “BELLUS Health Inc.”. Shareholders are asked to consider and, if deemed advisable, to adopt the special resolution to this effect in the form attached as Schedule D. Such special resolution requires the approval of two thirds of the votes cast by the holders of Common Shares, present or represented by proxy, and entitled to vote at the Meeting.

     The Board recommends that shareholders vote in favour of the adoption of the special resolution ratifying and confirming the change in its name from “Neurochem Inc.” to “BELLUS Health Inc.”. The persons named in the enclosed form of proxy intend to cast the votes to which the shares represented by such proxy are entitled FOR the adoption of the special resolution approving the change in the Corporation’s name from “Neurochem Inc.” to “BELLUS Health Inc.” unless otherwise directed by the shareholders appointing them. If the special resolution approving the change in the Corporation’s name from “Neurochem Inc.” to “BELLUS Health Inc.” is not adopted by special resolution of the shareholders, such amendment will not become effective.

     Notwithstanding that the resolution approving the change in the Corporation’s name from “Neurochem Inc.” to “BELLUS Health Inc.” is duly passed by the shareholders of the Corporation, the Board may, in its discretion, decide not to implement the change in the Corporation’s name from “Neurochem Inc.” to “BELLUS Health Inc.” and therefore not to file the articles of amendment in connection therewith.

-21-

AUDITORS OF THE CORPORATION

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

2008 SHAREHOLDER PROPOSALS

     Shareholder proposals must be submitted no later than December 13, 2008 to be considered for inclusion in the Management Proxy Circular for the purposes of the Corporation’s 2009 annual meeting of shareholders.

ADDITIONAL INFORMATION

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

APPROVAL BY DIRECTORS

     The contents of this proxy circular and the sending thereof have been approved by resolution of the Board.

     DATED at Laval, Quebec, Canada, March 12, 2008.

		David Skinner
		Corporate Secretary

SCHEDULE A

RESOLUTION RELATED TO THE AMENDED AND RESTATED STOCK OPTION PLAN

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

WHEREAS the shareholders of the Corporation approved on May 12, 2005, the amendments to the Plan, by a majority of votes cast, on May 12, 2005;

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

NOW THEREFORE BE IT RESOLVED THAT:

	1.		all unallocated options under the Plan be and are hereby approved;
	2.		the Corporation have the ability to continue granting options under the Plan until April 15, 2011; and
	3.		any director or officer of the Corporation be and is hereby authorized to do such things and to sign, execute and deliver all documents that such director and officer may, in their discretion, determined to be necessary in order to give full effect to the intent and purpose of this resolution.

SCHEDULE B

CORPORATE GOVERNANCE PRACTICES

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

Governance Disclosure Guideline
under NI 58-101		The Corporation’s Governance Procedures
A. Directors
1. The board should have a majority of independent directors.		The Board currently consists of a majority of independent directors as, of the twelve directors currently serving on the Board, nine are considered independent, namely Dr. Colin Bier, Mr. John Bernbach, Mr. Jean-Guy Desjardins, Mr. André Desmarais, Mr. Neil Flanzraich, Mr. Peter Kruyt, Mr. Calin Rovinescu, Mr. Graeme K. Rutledge and Dr. Emil Skamene. Dr. Francesco Bellini, O.C., Mr. François Legault and Mr. John Molloy are not independent directors.
		Pursuant to a subscription agreement dated July 25, 2002, by and between Picchio Pharma, P.P. Luxco Holdings II S.A.R.L. and the Corporation, the Corporation covenanted to cause a total of three nominees of Picchio Pharma to be included in the list of management nominees to be proposed for election to the Board at each meeting of shareholders occurring following the date thereof. Picchio Pharma’s right shall terminate on the date it ceases to beneficially hold at least 15% of the issued and outstanding Common Shares (including Common Shares issuable upon exercise of the warrants issued to them concurrently). Dr. Bellini and Messrs. Kruyt and Legault are the current nominees of Picchio Pharma.
		Dr. Francesco Bellini, O.C., Chairman, President and Chief Executive Officer (the “CEO”) of the Corporation, is not an independent director as he is a member of the management of the Corporation. Mr. François Legault is not an independent director, as (i) Dr. Bellini sits on the compensation committee of ViroChem Pharma Inc. and (ii) he is the Chief Operating Officer of ViroChem Pharma Inc., a corporation which leases premises from the Corporation as described on pages 18, 19 and 20 of this circular and of which Dr. Bellini is Chairman of the Board of Directors. Mr. John Molloy is also not an independent director, as he is President and Chief Executive Officer of Parteq, the technology transfer

-2-

-3-

-4-

-5-

-6-

SCHEDULE C

BOARD OF DIRECTORS MANDATE

1.		MANDATE
1.1		In adopting this mandate,

	(a)		the board acknowledges that the mandate prescribed for it by the Canada Business Corporations Act (the “ CBCA ”) is to manage, or supervise the management of, the business and affairs of Neurochem Inc. (the “ Corporation ”) and that this mandate includes responsibility for stewardship of the Corporation; and
	(b)		the board explicitly assumes responsibility for the stewardship of the Corporation, as contemplated by the corporate governance guidelines adopted by the Canadian securities regulatory authorities (the “ Canadian Guidelines ”).

2.

BOARD MEMBERSHIP

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

2.2

Independence of Members —

	(a)		At least three of the directors shall not be officers or employees of the Corporation or any of its affiliates.
	(b)		At least one-quarter of the directors shall be resident Canadians.
	(c)		A majority of the directors shall be independent as defined under both the Canadian Guidelines and the Nasdaq listing requirements.

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

2.4 Vacancy — The board may appoint a member to fill a vacancy, which occurs in the board between annual elections of directors to the extent permitted by the CBCA.

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

2.6 Additional Directors — In addition to filling vacancies on the board, the directors may at any time, without exceeding the number of directors provided by the articles of the Corporation, appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, provided that the total number of directors so appointed may not exceed one-third (1/3) of the number of directors elected at the previous annual meetings of shareholders.

-2-

3.

BOARD CHAIR

3.1 Chairperson of the Board — The chairperson of the board shall, to the extent practicable, be independent within the meaning of the Canadian Guidelines. Where this is not appropriate, the board shall appoint an independent director within the meaning of the Canadian Guidelines to act as “lead director”.

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

4.

MEETINGS OF THE BOARD

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

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

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

4.4 Right to Vote — Each member of the board shall have the right to vote on matters that come before the board unless precluded by the CBCA.

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

4.6 Meeting of Independent Directors — The independent directors must hold regularly scheduled meetings at which only independent directors are present.

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

5.

OUTSIDE ADVISORS

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

-3-

6.

REMUNERATION OF BOARD MEMBERS

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

7.

DUTIES AND RESPONSIBILITIES OF THE BOARD

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

	(a)		to the extent feasible, satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization;
	(b)		adopting of a strategic planning process and approving, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the Corporation’s business;
	(c)		the identification of the principal risks of the Corporation’s business and ensuring the implementation of appropriate systems to manage these risks;
	(d)		succession planning, including appointing, training and monitoring senior management;
	(e)		adopting a communication policy for the Corporation; and
	(f)		the Corporation’s internal control and management information systems.

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

7.3

Nomination and Appointment of Directors —

	1.1		The board shall nominate individuals for election as directors by the shareholders and shall require the Nominating and Corporate Governance Committee to make recommendations to it with respect to such nominations.
	1.2		The board may fill such vacancies on the board as it is permitted by law to fill and shall require the Nominating and Corporate Governance Committee to make recommendations to it with respect to such vacancies.
	1.3		The board shall consider recommendations made to it by the Nominating and Corporate Governance Committee with respect to the size and composition of the board.
	1.4		In selecting candidates for appointment or nomination as directors, the board shall:

	(i)		consider what competencies and skills the board, as a whole, should possess; and
	(ii)		assess what competencies and skills each existing director possesses.

-4-

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

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

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

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

7.8

Delegation to Committees —

(a)

The board shall establish and maintain the following committees of the board, each having charters that incorporate all applicable legal and stock exchange listing requirements and with such recommendations of relevant securities regulatory authorities and stock exchanges as the board may consider appropriate:

	(i)		Audit Committee;
	(ii)		Compensation Committee; and
	(iii)		Nominating and Corporate Governance Committee.

	(b)		Subject to the Corporation’s articles and by-laws, the board may appoint any other committee of directors and delegate to such committee any of the powers of the board, except to the extent that such delegation is prohibited under the CBCA.
	(c)		The board will appoint and maintain in office, members of each of its committees such that the composition of each such committee is in compliance with all applicable legal and stock exchange listing requirements and with such recommendations of relevant securities regulatory authorities and stock exchanges as the board may consider appropriate and shall require the Nominating and Corporate Governance Committee to make recommendations to it with respect to such matters.
	(d)		The board will review the charters and the composition of each of its committees on a regular basis and will revise those charters or amend the composition of its committees as it considers appropriate and shall require the Nominating and Corporate Governance Committee to make recommendations to it with respect to such matters.

7.9 Delegation to Management — Subject to the Corporation’s articles and by-laws, the board may designate the offices of the Corporation, appoint officers, specify their duties and delegate to them powers to manage the business and affairs of the Corporation, except to the extent that such delegation is prohibited under the CBCA.

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

-5-

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

7.12

Compensation Matters —

	(a)		Executive Compensation Policy — The board shall review the executive compensation policy submitted to it by the Compensation Committee.
	(b)		Compensation and Benefits — The board shall review and approve, as appropriate:

	(i)		the overall structure of the Corporation’s total compensation strategy, including the elements of the Corporation’s annual and long-term incentive plans, including plan design, performance targets, administration and total funds/shares reserved for payments;
	(ii)		the CEO’s total compensation in light of the performance assessment by the Compensation Committee;
	(iii)		the individual elements of total compensation for the executives named in the annual proxy statement and the total compensation of such other members of senior management not named in the annual proxy statement;
	(iv)		the total compensation for the members of the board, in light of director compensation guidelines and principles established by the Compensation Committee;

and shall require the Compensation Committee to make recommendations to it with respect to such matters.

(c)

Organizational Responsibilities — The board shall review and approve as appropriate:

	(i)		appointments for all mission critical positions (as such positions are defined by the Compensation Committee from time to time) and compensation packages for such appointments;
	(ii)		executive compensation disclosure that is required to be publicly disclosed by the Corporation;

and shall require the Compensation Committee to make recommendations to it with respect to such matters.

(d)

Pension Plan Matters — The board shall receive and review reports from management and from the Compensation Committee covering administration, investment performance, funding, financial impact, actuarial reports and other pension plan related matters.

-6-

			complies with all applicable legal and stock exchange listing requirements and with such recommendations of relevant securities regulatory authorities and stock exchanges as the board may consider appropriate.
	(b)		The board shall be responsible for monitoring compliance with the Code. Any waivers from the Code that are granted for the benefit of directors or executive officers of the Corporation shall be granted by the board (or a committee of the board) only.

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

8.

REGULAR BOARD ASSESSMENTS

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

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

9.

ORIENTATION AND CONTINUING EDUCATION

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

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

10.

INTERPRETATION

10.1 The provisions of this mandate shall at all times be subject to the provisions of the CBCA, the articles and the by-laws of the Corporation.

* * *

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

-7-

SCHEDULE D

RESOLVED:

THAT Item 1 of the articles of incorporation be and is hereby deleted and replaced by the following:

	3-		Name of the Corporation
			BELLUS Health Inc.

THAT the draft articles of amendment available for review by the shareholders at the Meeting be and they are hereby approved;

THAT any one director or officer of the Corporation be and is hereby authorized to sign the articles of amendment and to do all things and sign any and all documents as may be necessary in order to give full force and effect to the foregoing; and

THAT the directors of the Corporation be and they are hereby authorized to revoke these resolutions before they acted upon without further approval of the shareholders.

NEUROCHEM INC.

Security Class

Holder Account Number

Form of Proxy — Annual and Special Meeting to be held on April 15, 2008

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1.		Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2.		If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3.		This proxy should be signed in the exact manner as the name appears on the proxy.
4.		If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5.		The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
6.		The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7.		This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
8.		This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 5:00 p.m., Eastern Daylight Time, on April 11, 2008.

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of Neurochem Inc. to be held at the Montreal Museum of Fine Arts, 1379 Sherbrooke Street West (Michal and Renata Hornstein Pavillon), Montreal, Quebec H3G 1J5, Canada, on April 15, 2008 at 10:00 a.m. and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

The election as directors of those persons set forth in the accompanying proxy circular as being Management’s nominees.

Vote FOR or WITHHOLD for all nominees proposed by Management.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

Neurochem (NASDAQ:NRMX)
Historical Stock Chart
Von Feb 2025 bis Mär 2025

Neurochem (NASDAQ:NRMX)
Historical Stock Chart
Von Mär 2024 bis Mär 2025