6-K

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 June 2023

Commission File Number: 001-39034

BELLUS HEALTH INC.

(Translation of registrant’s name into English)

275 Armand-Frappier Blvd.

Laval, Québec

H7V 4A7

Canada

(Address of principal executive office)

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

Form 20-F ¨          Form 40-F x

DOCUMENTS FURNISHED AS PART OF THIS FORM 6-K

A Notice of Special Meeting of Shareholders

Form of Proxy for Registered Shareholders

Exhibits

99.1 – A Notice of Special Meeting of Shareholders

99.2 – Form of Proxy for Registered Shareholders

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BELLUS Health Inc.
	(Registrant)
Date: June 6, 2023	By:	/s/ Ramzi Benamar
		Name:	Ramzi Benamar
		Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

BELLUS HEALTH INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the annual and special meeting (the “Meeting”) of the common shareholders of BELLUS Health Inc. (the “Company”) will be held in person at 275 Armand Frappier Blvd., Laval, Québec, H7V 4A7 on June 30, 2023 at 11:30 a.m., Montréal 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 Company for the financial year ended December 31, 2022, and the report of the auditors thereon;

(ii) to elect each of the directors for the ensuing year;

(iii) to appoint KPMG LLP, Chartered Accountants, as auditors of the Company and to authorize the Audit Committee to fix the auditors’ remuneration;

(iv) to ratify and confirm the resolution approving the unallocated options under the Amended and Restated Stock Option Plan of the Company, the whole as more fully set forth in Schedule “A” hereto; and

(v) to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

Shareholders who are unable to participate in the Meeting are requested to date and sign the enclosed proxy and to mail it to or deposit it with the Company, c/o Computershare Investor Services Inc., 100 University Avenue, 8^th Floor, Toronto, Ontario M5J 2Y1. In order to be valid and acted upon at the Meeting, proxies must be returned to the aforesaid address not less than 48 hours, excluding Saturdays, Sundays and holidays, before the date of the Meeting or any adjournment or postponement thereof at which the proxy is to be used.

If you are a registered shareholder or you have already given the Company instructions to send you printed documents, your amended and restated management proxy circular is attached to this Notice of Meeting.

The amended and restated management information circular is being mailed to all shareholders. Only registered shareholders or the persons they appoint as their proxyholders are permitted to vote at the Meeting. Non-registered shareholders should follow the instructions on the forms they receive so that their shares can be voted. No other securityholders of the Company are entitled to vote at the Meeting.

DATED at Montréal, Québec, Canada, May 31, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Sébastien Roy 

Corporate Secretary

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

EX-99.2

Exhibit 99.2

Security Class Holder Account Number Form of Proxy - Annual and Special Meeting to be held on June 30, 2023 at 11:30 am 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 or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees 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(s) appear(s) on the proxy. 4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management. 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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have 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 or variations to matters identified in the Notice of Meeting and accompanying management information circular of BELLUS Health Inc. dated May 31, 2023, or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. Proxies submitted must be received by 11:30 am, Eastern Daylight Time, on June 28, 2023. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone • Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free To Vote Using the Internet • Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now. If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER ------- Fold ------- Fold

------- Fold ------- Fold Appointment of Proxyholder I/We being holder(s) of securities of BELLUS Health Inc. (the “Company”) hereby appoint: Dr. Francesco Bellini, O.C., or failing this person, Mr. Roberto Bellini, or failing this person, Mr. Ramzi Benamar, or failing this person, Mr. Sébastien Roy (the "Management Nominees") OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein. as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Company to be held at 275 Armand Frappier Blvd., Laval, Québec, H7V 4A7 on June 30, 2023 at 11:30 am, and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 1. Election of Directors 01. Dr. Francesco Bellini, O.C. For Against 02. Roberto Bellini For Against 03. Dr. Youssef L. Bennani For Against 04. Franklin M. Berger, CFA 05. Dr. Clarissa Desjardins 06. Pierre Larochelle 07. Dr. William Mezzanotte 08. Joseph Rus 2. Appointment of Auditors Appointment of KPMG LLP as Auditors of the Company for the ensuing year and authorizing the Audit Committee to fix their remuneration. For Withhold 3. Resolution - Stock Option Plan Ratification and confirmation of a resolution approving the unallocated options under the Stock Option Plan. For Against Signature of Proxyholder I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. Signature(s) Date N R M Q 3 5 5 1 2 8 A R 0