RULES GOVERNING THE BOARD OF DIRECTORS PATHEON N.V.

RULES GOVERNING THE BOARD OF DIRECTORS PATHEON N.V. 1 Status and contents of the Rules 1.1 These rules (the "Rules") have been adopted by the Board pursuant to article 7.1.4 of the Articles of Association and complement any rules and regulations that apply from time to time to the Board. Capitalised terms are defined in Article 15 of the Rules. 1.2 Where the Rules are inconsistent with the Articles of Association or Dutch law, the Articles of Association and Dutch law will prevail. Where the Rules conform to the Articles of Association but are inconsistent with Dutch law, Dutch law will prevail. If one or more provisions of the Rules are or become invalid, this will not affect the validity of the remaining provisions. The Board will replace the invalid provisions by valid provisions. Where possible, the effect of those valid provisions must, given the content and purpose of the Rules, be similar to those of the invalid provisions. 1.3 The following Schedules are attached to and form an integral part of the Rules: Schedule 1: Schedule 2: Schedule 3: Schedule 4: Profile of the Board's size and composition. Resignation roster for members of the Board. Audit Committee Charter. Compensation and Human Resources Committee Charter. 1.4 The Rules have been drawn up taking into account the Code and the NYSE Listing Standards. The Code formulates certain best practices applicable to the Board and its committees. The Company annually prepares a corporate governance report which specifies where the best practices of the Code were followed or, if not, the reason(s) for not doing so. 1.5 In its resolution of 3 June 2016 the Board unanimously declared that: a) it and each Director will comply with and be bound by the obligations contained in the Rules to the extent that they apply to the Board and its Directors; and 1 P a g e

b) it will cause newly appointed Directors to issue a declaration as referred to in subparagraph a). 1.6 Any reference in the Rules to any gender includes all genders, and words importing the singular include the plural and vice versa. 1.7 The Rules are published on the Company's website http://www.patheon.com 2 Responsibilities of the Board 2.1 Subject to the allocation of duties in accordance with Article 2.2 below, the Directors will be collectively responsible for the management of the Company, the general conduct of the Company s business, including supervision over the officers as referred to in Article 9.1, and the conduct of business in the Group. 2.2 The Directors will allocate their duties by mutual agreement, provided that the day-to-day management of the Company as referred to in Article 2.8 is entrusted to the Executive Director and provided further that the task to supervise the performance by the Directors of their duties cannot be taken away from the Non-Executive Directors. If a Director is absent, his duties and powers will be exercised by another Director designated by the Board. 2.3 Each Director is accountable to the Board for the performance of his duties and will report to the Board on a regular basis and in such a manner as to give the Board also having regard to its collective responsibility a good understanding of that performance. 2.4 Each Director is entitled to obtain information from other Directors where he deems this useful or necessary, also having regard to his collective responsibility for the management of the Company. He must consult with the other Directors if the implementation of his duties affects the implementation of their duties or if the significance of the matter requires such consultation. 2.5 In carrying out its duties, the Board is to be guided by the Company's interests and the interests of its business. It is to take the relevant interests of all those involved in the Company into account (including the Company's shareholders). The Board is responsible for the quality of its own performance. 2.6 The responsibilities of the Board include: 2 P a g e

a) achievement of the Company s objectives; b) determining the Company s strategy and the corresponding risk profile, and the policy designed to realise the objectives; c) the general conduct of business in the Company and the results of the Company; d) assessing and managing the risks connected with the Company s business activities; e) maintaining and preparing the financial reporting process, which includes safeguarding the quality and completeness of the financial statements to be made public; f) complying with applicable laws and regulations; g) maintaining the Company s corporate governance structure, and accounting for this; h) preparing the annual accounts and drawing up the annual budget and important capital investments of the Company; and i) giving advice in connection with the nomination of the Company s external auditor. 2.7 The full Board will further consider and decide on those matters that are reserved to the Board pursuant to the Company s approval policies that may be adopted by the Board from time to time. 2.8 The day-to-day management of the Company is entrusted to the Executive Director and accordingly resolutions adopted by the Executive Director with respect to the day-to-day management will be deemed resolutions adopted by the Board. 2.9 The day-to-day management of the Company can be delegated by the Board to the officers referred to in Article 10.1. The Board shall be authorised to delegate powers to the officers referred to in Article 10.1 in accordance with the provisions of Article 10.2. 2.10 The day-to-day management of the Company in any event includes the following duties and powers: 3 P a g e

a) driving the Company s management agenda; b) managing the performance of the Group; c) assessing and managing risks connected with the Company's business activities; d) realisation of the Company's operational and financial objectives; e) structure and management of the Company's systems of internal business controls; f) maintaining and preparing financial reporting process; g) compliance with applicable laws and regulations; h) compliance with and maintaining the corporate governance structure of the Company; i) publication of any information required by applicable laws and regulations; and j) rendering advice in connection with the nomination of the external accountant of the Company. 2.11 At least once a year, the Board will: a) discuss the functioning of the Board, the individual Directors and the officers appointed by the Board, and the conclusions to be drawn on the basis of the discussion; b) discuss the corporate strategy of the Company and the Group, the risks of the business and the evaluation by the Board of the structure and operation of the internal risk management and control systems; c) evaluate the profile referred to in Article 3.1. 4 P a g e

3 Composition of the Board. Appointment of Directors. Absence and inability to act 3.1 The Board will prepare a profile of its size and composition, taking into account the nature of the Company s business, the Company s activities, and the desired expertise, experience and independence of the Non-Executive Directors. The profile must furthermore address the aspects of diversity in the composition of the Board that are relevant to the Company, such as gender and age, and specify the objectives pursued by the Board in relation to diversity. The current profile of the Board is attached as Schedule 1 and will be placed on the Company s website. 3.2 The Boards shall consist of: a) for as long as the Company qualifies as a Controlled Company, a number of twelve (12) Directors consisting of: (i) one (1) Executive Director; (ii) a total of eight (8) JLL Non-Executive Directors and DSM Non-Executive Directors (together, JLL/DSM Non-Executive Directors ); and (iii) three (3) Independent Non-Executive Directors. b) at such time as the Company ceases to qualify as a Controlled Company, and until JLL and DSM and their respective Affiliated Entities collectively own less than twenty percent (20%) of the issued and outstanding Shares, a number of Directors to be determined by the Board, but no less than twelve (12), consisting of: (i) one (1) Executive Director; (ii) such number of JLL/DSM Non-Executive Directors that constitute at least twenty-five per cent (25%) of the then total number of Directors constituting the Board; and (iii) the remainder of Non-Executive Directors, Directors consisting of such number of Independent Non-Executive Directors as required under the applicable listing rules at such time; 5 P a g e

c) for as long as JLL and DSM and their respective Affiliated Entities collectively own less than twenty percent (20%), but at least ten per cent (10%), of the issued and outstanding Shares, a number of Directors to be determined by the Board, but no less than twelve (12), consisting of: (i) one (1) Executive Director; (ii) two JLL/DSM Non-Executive Directors; and (iii) for the remainder of the Non-Executive Directors: Directors consisting of such number of Independent Non-Executive Directors as required under the applicable listing rules at such time. 3.3 If the Executive Director or a Director (other than a JLL/DSM Non-Executive Director) is to be appointed, the Board shall nominate to the General Meeting an individual determined by the Board. 3.4 If a JLL/DSM Non-Executive Director is to be appointed, the Board shall nominate to the General Meeting: a) for as long as the Company qualifies as a Controlled Company: (i) five (5) JLL Non-Executive Directors; and (ii) three (3) DSM Non-Executive Directors, provided that: (i) if the number of JLL Shares exceeds the number DSM Shares, for each 10%- Difference between the number of JLL Shares and the number of DSM Shares, at the election of JLL to be notified in writing to the Board, the number of individuals to be designated by DSM is reduced by one (1) and the number of individuals to be designated by JLL is increased by (1); and (ii) if the number of DSM Shares exceeds the number JLL Shares, for each 10%- Difference between the number of DSM Shares and the number of JLL Shares, at the election of DSM to be notified in writing to the Board, the number of 6 P a g e

individuals to be designated by JLL is reduced by one (1) and the number of individuals to be designated by DSM is increased by (1). b) at such time as the Company ceases to qualify as a Controlled Company, and until JLL and DSM and their respective Affiliated Entities collectively own less than twenty percent (20%) of the issued and outstanding Shares: (i) for two-thirds (2/3rd) of the number of JLL/DSM Non-Executive positions on the Board (rounded to the nearest whole number) individuals designated by JLL if the number of JLL Shares exceeds the number of DSM Shares or by DSM if the number of DSM Shares exceeds the number of JLL Shares; and (ii) for one-third (1/3rd) of the number of JLL/DSM Non-Executive positions on the Board (rounded to the nearest whole number) an individual designated by DSM if the number of JLL Shares exceeds the number of DSM Shares or by JLL if the number of DSM Shares exceeds the number of JLL Shares, provided that: (i) if the number of JLL Shares is less than five per cent (5%) of the number of issued and outstanding Shares of the Company, each of JLL s designation rights shall be allocated to DSM. (ii) if the number of DSM Shares is less than five per cent (5%) of the number of issued and outstanding Shares of the Company, each of DSM s designation rights shall be allocated to JLL. c) for as long as JLL and DSM and their respective Affiliated Entities collectively own less than twenty percent (20%), but at least ten per cent (10%), of the issued and outstanding Shares: (i) for one (1) JLL/DSM Non-Executive position on the Board an individual designated by JLL; and (ii) for one (1) JLL/DSM Non-Executive position on the Board an individual designated by DSM, 7 P a g e

provided that: (i) if the number of JLL Shares is less than five per cent (5%) of the number of issued and outstanding Shares of the Company, each of JLL s designation rights shall be allocated to DSM. (ii) if the number of DSM Shares is less than five per cent (5%) of the number of issued and outstanding Shares of the Company, each of DSM s designation rights shall be allocated to JLL. 3.5 Each member of the Board must observe any statutory maximum of board memberships that is applicable to him. 3.6 A Director is appointed for a term up to the end of the annual General Meeting held in the third (3rd) financial year after the date of his appointment. A Director may be re-appointed. 3.7 Directors must resign early in the event of inadequate performance, fundamental conflicts of opinion, incompatibility of interests, and other instances where the Board deems resignation to be necessary. 3.8 In the event one or more Directors is absent or unable to act (ontstent of belet), the Board's powers will remain intact, but: a) in the event of the Executive Director being absent or unable to act, the Non- Executive Directors may temporarily leave the tasks of the Executive Director to others; b) In the event of a JLL/DSM Non-Executive Director being absent or unable to act, the remaining Directors will temporarily fill the vacant position by designation, for a period up to the first General Meeting or, if earlier, in case of a Director being unable to act, up to the moment when he is no longer unable to act, of an individual designated by whoever of DSM or JLL would be entitled to designate to the Board an individual for nomination to the General Meeting for that position pursuant to the provisions of Article 3.4. 8 P a g e

For the avoidance of doubt, and for the purposes of these Board Rules and the Articles of Association, the mere fact that a Director does not attend a meeting of the Board does not amount to his absence (ontstentenis), and the term absence (ontstentenis) refers to the meaning given to it in article 2:134(4) Dutch Civil Code. The term "unable to act" (belet) is taken to mean: (i) (ii) (iii) suspension; illness; inaccessibility, in the events referred to under (ii) and (iii) without the possibility of contact for a period of five (5) days between the Director concerned and the Company. 3.9 In the event of the absence or inability to act (ontstentenis of belet) of all Directors, the President or such other officer as referred to in Article 10.1 designated for such purposes by the Board, shall temporarily be in charge of the management. 3.10 A Director must provide prior notice to the Board before putting himself forward as a candidate or reappointment for a position at a public or private company. The position must not be in conflict with the Company s interests. 4 Chairperson. Company Secretary. 4.1 The Board will appoint one (1) of the Non-Executive Directors as Chairperson, provided that: a) for as long as JLL and its Affiliated Entities collectively own at least twenty percent (20%) of the issued and outstanding Shares the Board will appoint a Non-Executive Director designated by JLL as Chairperson of the Board; and b) for as long as JLL and its Affiliated Entities collectively own less than twenty percent (20%) of the issued and outstanding Shares and DSM and its Affiliated Entities collectively own at least twenty percent (20%) of the issued and outstanding Shares, the Board will appoint a Non-Executive Director designated by DSM as Chairperson of the Board. 4.2 The Chairperson ensures that: 9 P a g e

c) information as is necessary for the proper fulfilment of their duties is submitted to the Directors in a timely and adequate manner; c) there is ample time for consultation, consideration and decision-making by the Board; d) the Board Committees are functioning adequately; e) the performance of the Directors is assessed, in accordance with Article 2.11; and f) reported alleged irregularities relating to the functioning of the Board are received and decided on. 4.3 The Board will be assisted by the Company Secretary. The Company Secretary, in this capacity, will be appointed, whether or not from among its members, and dismissed by the Board. The Company Secretary will be primarily responsible for: a) the Board's compliance with applicable laws, the Articles of Association and the rules and regulations issued pursuant to applicable laws and the Articles of Association, and the Rules; and b) assisting the Chairperson in ensuring a proper functioning of the Board. 5 Meetings of the Board 5.1 The Board will meet as often as it deems necessary or appropriate or upon the request of the Chairperson or any two (2) Directors jointly, provided that the Board holds at least four (4) meetings per year. 5.2 Board meetings may be convened by the Chairperson or by two (2) Directors having requested the meeting in accordance with Article 5.1. 5.3 The convocation for a Board meeting must set out the agenda for that meeting. Each Director may submit agenda items to the Chairperson for discussion at the meeting. An item to be discussed which has not been submitted on time or is insufficiently supported by documents, will not be placed on the agenda. 5.4 Board meetings are generally held at the offices of the Company, but may also take place elsewhere in or outside the Netherlands. In addition, a Director may participate in any 10 P a g e

meeting of the Board by means of audio or video conference or similar communication equipment by way of which all persons participating in the meeting can communicate with each other and a Director so participating in the meeting will be deemed to be present at that meeting in person. 5.5 Reasonable efforts must be used to schedule meetings at times and venues convenient and accessible for all Directors. 5.6 At the request of any Director, urgent matters may be dealt with immediately or at an extra meeting, provided that the majority of the other Directors agree. 5.7 Unless the Board decides otherwise, meetings of the Board must be attended by all Directors, save for meetings concerning: a) the evaluation of the performance of the Executive Director, and the conclusions to be drawn from that evaluation, in which the Executive Director will not participate; b) the evaluation of the performance of the Non-Executive Directors, its various committees and its individual members, and the conclusions to be drawn from that evaluation, in which the Directors concerned will not participate; and c) (potential) Conflicts of Interest of Directors, in which the Directors concerned will not participate. The external auditor of the Company will attend all Board meetings at which the annual accounts and/or his report regarding the examination of the annual accounts are discussed. The external auditor must receive, for information purposes only, the financial information underlying the adoption of quarterly and/or six-monthly figures and other interim reports and be given the opportunity to respond to all information. 5.8 Board meetings will be chaired by the Chairperson. In the absence of the Chairperson, the meeting of the Board will designate a chairperson for that Board meeting from amongst its midst. 5.9 The Company Secretary will prepare minutes of the meetings of the Board. The minutes will generally be adopted in the next Board meeting. If all Directors agree on the content of the 11 P a g e

minutes, the minutes may be adopted earlier. The minutes may be signed for adoption by the Chairperson. The Company Secretary may issue and sign extracts of the adopted minutes. The minutes will be kept by the Company Secretary at the offices of the Company. 6 Quorum; Board resolutions 6.1 The Board may only validly adopt resolutions in a meeting at which at least the majority of its voting Directors is present or represented. 6.2 A meeting of the Board will not proceed if the quorum as set out in Article 6.1 is not present or represented. If the quorum is not met in two (2) consecutive meetings, a third meeting of the Board may be convened to take place (i) no earlier than five (5) Business Days after the first meeting was to take place, or (ii) at an earlier date, if in the opinion of the Chairperson a meeting of the Board at such earlier date is necessary to discuss business that is urgent in nature or where delay to discuss such business would be reasonably likely to be harmful to the best interests of the Company, its shareholders or other stakeholders, at which the items put on the agenda may be discussed and voted on, irrespective of the number of Directors present or represented at such meeting. The convocation of the meeting referred to in the previous sentence must state that resolutions may be adopted irrespective of the number of Directors present or represented, and state the reasons for this. 6.3 Where possible, resolutions must be adopted by a unanimous vote. If this is not possible, the resolution may be adopted by a majority of the votes. In a tie vote, the proposal will be rejected, unless the Company qualifies as a Controlled Company at the time of the proposal, in which case the Chairperson will have a decisive vote. 6.4 A Director may authorise another Director to represent him at a specific Board meeting and to vote on his behalf with respect to specific matters. 6.5 Each Director has one (1) vote. For the avoidance of doubt, a Director representing one or more absent Directors by written power of attorney will be entitled to cast the vote of each absent Director for whom that Director holds a valid power of attorney. 6.6 The Board may also adopt resolutions outside a meeting, provided that the relevant motion was submitted in writing to all Directors reasonably in advance and none of them has objected to this form of decision-making. 12 P a g e

7 Special Board resolutions 7.1 A resolution of the Board to would alter in any material respect the governance provisions included in the following Articles of these Rules requires the affirmative vote of each of the JLL Non-Executive Directors and the DSM Non-Executive Directors in office: Articles 3.2, 3.3, 3.4, 3.8, 4.1, 6.3 and 7.1, as well as Article 15.1 insofar relevant for the aforementioned Articles. 8 Conflict of interest. Related Party Transactions. 8.1 Each Director much promptly disclose any potential Conflict of Interest to the Audit Committee. Each Director with a potential Conflict of Interest must provide all information relevant to the Conflict of Interest to the Audit Committee, including the information concerning his spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree. 8.2 Notwithstanding other potential Conflicts of Interest, a Director will in any event have a potential Conflict of Interest if that Director: a) has a material personal financial interest in an entity that the Company intends to enter into a transaction with; b) is the spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree of a member of the managing board of an entity that the Company intends to enter into a transaction with; or c) holds a management or supervisory position in an entity that the Company intends to enter into a transaction with. 8.3 The Audit Committee will determine whether a disclosed potential Conflict of Interest qualifies as a Conflict of Interest. The Director who disclosed a potential Conflict of Interest will not participate in the discussions and decision-making in the Audit Committee to determine whether or not a disclosed potential Conflict of Interest qualifies as a Conflict of Interest. 13 P a g e

8.4 If the Audit Committee determines that the potential Conflict of Interest of a Director does qualify as a Conflict of Interest, the relevant Director may not participate in the discussions and decision-making on the subject. 8.5 The Board or the Audit Committee shall adopt a set of rules setting out further specifics on dealing with Related Party Transactions and Conflicts of Interest. 9 CEO 9.1 The Board is authorised to grant an Executive Director or an officer as referred to in Article 9.1 the title of Chief Executive Officer (CEO). 10 President, CFO and other officers 10.1 The Board is authorised to appoint a President, Chief Financial Officer (CFO) and such other officers as it deems appropriate. 10.2 The Board is authorised to delegate and grant the officers referred to in Article 10.1 such duties and powers as it deems appropriate. The Board ultimately remains responsible for any duties and powers delegated or granted in accordance with the preceding sentence. 11 Board committees 11.1 The Board may delegate and grant certain tasks and powers to one or more permanent and/or ad hoc committees (collectively, the "Board Committees") formed from among its members; provided, however, that the Board retains ultimate responsibility for any the delegated tasks and powers. The function of the Board Committees is to prepare the Board and inform its decision-making and the Board Committees have no independent powers unless and to the extent explicitly delegated and granted by the Rules or by the Board or by applicable law and regulations. The Board Committees will, on a regular basis, report on their actions, reviews, proposals, and findings to the Board. 11.2 The Board will establish at least two (2) permanent Board Committees: an Audit Committee and a Compensation and Human Resources Committee. 14 P a g e

11.3 The authorities and responsibilities of each Board Committee are set out in written charters adopted by the Board attached to these Rules as Schedule 3 and Schedule 4, as amended from time to time in accordance with the Rules and the Articles of Association. 11.4 The composition of each Board Committee will be determined by the Board and the Board will designate one (1) of the members of a Board Committee to act as chairperson of that Board Committee, in each case subject to the applicable charter of each Board Committee. 12 Remuneration 12.1 The remuneration of the Directors will be determined by the Board with due observance of the remuneration policy adopted by the General Meeting, provided that the Executive Directors will not participate in the deliberations and the decision-making process concerning the remuneration of the Executive Directors. 13 Complaints, notification of irregularities 13.1 The Board must ensure that complaints received by the Company with regard to the financial reporting, the internal risk management and control systems, and the audit are received, recorded and dealt with. The Board may delegate such tasks to the Audit Committee. 13.2 The Board must ensure that employees of the Company have the opportunity, without jeopardising their legal position, to report alleged irregularities within the Company of a general, operational and financial nature to the Chairperson or to an officer designated by the Chairperson. 15 P a g e

14 Confidentiality 14.1 Each member of the Board must treat all information and documentation obtained in connection with his position as member of the Board with the necessary discretion, integrity, and, in the case of classified or confidential information, with the appropriate confidentiality. Directors and former Directors must refrain from disclosing confidential information outside the Board, or making it public, or otherwise making it available to third parties, unless the information has been made public by the Company or it has been established that the information is already in the public domain. 14.2 Subject to restrictions and limitations under applicable law, a JLL Non-Executive Director may share information as described in Article 14.1 with JLL on a strictly confidential basis. Subject to restrictions and limitations under applicable law, a DSM Non-Executive Director may share such information with DSM on a strictly confidential basis. In each case, such information shall be used solely for the purpose of considering and evaluating such shareholder's investment in the Company. 15 Definitions 15.1 The following defined terms are used in the Rules: "10%-Difference" means a difference between then number of DSM Shares and the number of JLL Shares equal to ten per cent (10%) of the aggregate number of DSM Shares and JLL Shares. "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms controlling controlled by and under common control with have correlative meanings. "Affiliated Entities" means, with respect to a shareholder, (i) any Affiliate of such Shareholder, which, for the avoidance of doubt, shall not include (x) any limited partners of any partnership that is solely a limited partner of JLL or (y) any investment partnership or similar Person 16 P a g e

sponsored, managed or advised by JLL Partners, Inc., a Delaware corporation ( JLL Partners ), excluding JLL Partners Fund VI (Patheon), L.P., a Cayman Islands exempted limited partnership ( JLL Fund VI ), and any other limited partners of JLL as of June 24, 2014; or (ii) in the event of the dissolution, liquidation or winding up of any Shareholder that is a corporation, a limited liability company or a partnership, a successor partnership all of the partners of which, a successor limited liability company all of the members of which, or a successor corporation all of the shareholders of which, are the Persons who were the partners of such partnership, the members of such limited liability company or the shareholders of such corporation immediately prior to the dissolution, liquidation or winding up of such Shareholder. If the Shareholder is an individual, the term Affiliated Entities includes such Shareholder s immediate Family. Notwithstanding anything to the contrary herein, neither the Company nor the Partnership shall be deemed to be an Affiliated Entity of either JLL or DSM for purposes of these Rules. "Article" means an article in these Rules. "Articles of Association" means the articles of association of the Company as they read from time to time. "Audit Committee" has the meaning given to it in Article 11.2 of the Rules. "Board Committees" has the meaning given to it in Article 11.1 of the Rules. "Board" means the board of the Company. "Business Day" means any day (other than a Saturday or Sunday) on which banks are open for the transaction of banking business in Amsterdam. "Chairperson" has the meaning given to it in Article 4.1 of the Rules. "Code" means the Dutch Corporate Governance Code. "Committee Charter" means the rules and regulations that have been determined by the Board to apply to a Board Committee. "Company" means Patheon N.V. 17 P a g e

"Conflict of Interest" has the meaning given to it in the Articles of Association. "Controlled Company" means a company that qualifies under the New York Stock Exchange Listing Standards as a controlled company. "Director" means the Executive Director and any Non-Executive Director. "DSM" means Koninklijke DSM N.V., a limited liability company under the laws of the Netherlands. "DSM Non-Executive Director" means a Non-Executive Director appointed upon a nomination by the Board to the General Meeting, of an individual designated by DSM. "DSM Shares" means the Shares in the Company's share capital held by DSM and its Affiliated Entities. Executive Director means the Director who is appointed as Executive Director as referred to in the Articles of Association. "Family" means, with respect to each shareholder that is a natural person, as the case may be, such shareholder s spouse, parents, siblings, children (whether natural, step or by adoption), and grandchildren (whether natural, step or by adoption), or any trust or other legal entity the beneficiary of which is such shareholder or such shareholder s spouse, parents, siblings, children (whether natural, step or by adoption), grandchildren (whether natural or by adoption), or their respective lineal descendants and which is controlled by such shareholder (a trust or other legal entity shall be deemed to be controlled by a shareholder if such shareholder has the power to direct the disposition and voting of the Shares transferred to such trust or other legal entity). General Meeting means the general meeting of the Company as corporate body, or the meeting of shareholders or their representatives and other persons entitled to attend the meeting. "Governmental Authorisation" means any approval, consent, license, permit, waiver or other authorisation issued, granted, given or otherwise made available by or under, or any filing or other notice made to, any Governmental Entity or pursuant to any law. 18 P a g e

"Governmental Entity" means the United States of America or any other nation, any state, territorial, local, municipality or other political subdivision thereof, or any entity, body, agency, tribunal, quasi-governmental entity, judicial or arbitral body, board, bureau, agency or instrumentality, commission or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any executive official thereof. "Group" means the Company and its direct and indirect Subsidiaries. "Independent Non-Executive Director" means a Non-Executive Director who qualifies as independent under the applicable listing rules. "JLL" means JLL Patheon Co-Investment Fund, L.P., a Cayman Islands exempted limited partnership. "JLL Non-Executive Director" means a Non-Executive Director appointed upon a nomination by the Board to the General Meeting, of an individual designated by JLL. "JLL/DSM Non-Executive Director" has the meaning set out in Article 3.2. "JLL Shares" means the Shares in the Company's share capital held by JLL and its Affiliated Entities. Non-Executive Director means a Director appointed as non-executive director as referred to in the Articles of Association. "Non-JLL/DSM Non-Executive Director" has the meaning set out in Article 3.2. "NYSE Listing Standards" means the rules and regulations set forth in the New York Stock Exchange Listed Company Manual, as in effect from time to time. "Partnership" means JLL/Delta Patheon Holdings, L.P., a Cayman Islands exempted limited partnership. 19 P a g e

"Person" means an individual, a partnership (including a limited partnership), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organisation or other entity, or a Governmental Entity. "Compensation and Human Resources Committee" has the meaning given to it in Article 11.2 of the Rules. "Rules" means these board rules together with all Schedules. "Schedule" means a schedule to the Rules. Company Secretary has the meaning given to it in Article 4.3 of the Rules. "Shares" means shares in the Company's share capital. 16 Decision to render Rules inoperative, amendment 16.1 Without prejudice to the provisions of Article 1.2, the Board may occasionally resolve at its sole discretion not to comply with the Rules. Those resolutions must be mentioned in the Board s management report. 16.2 Without prejudice to the provisions of Article 1.2, the Rules may be amended by a resolution of the Board. Those resolutions must be mentioned in the Board s management report. 17 Governing law and jurisdiction 17.1 The Rules are to be governed by and construed in accordance with the law of the Netherlands. 17.2 The courts of Amsterdam, the Netherlands, have exclusive jurisdiction to resolve any dispute arising from or in connection with the Rules (including any dispute regarding the existence, validity or termination of the Rules). 20 P a g e

Schedule 1 Profile of the Board's size and composition 1 General Information This Board profile was prepared and approved by Board on the basis of Article 3.1 of the Rules. This Profile will be evaluated on a regular basis and assessed in the light of changing situations and strategic changes taking place at the Company and its affiliated enterprises. 2 Size, Composition and Diversity The size and composition of the Board should at all times be such that the Directors are able to fulfil their (supervisory and advisory) tasks independently and critically with regard to each other, and any particular interest. The Board consists of one (1) Executive Director and a minimum of nine (9) and a maximum of twelve (12) Non-Executive Directors. The composition should be such that the Board can act as a body whereby the combination of experience, expertise and background of its Directors best enable the Board to perform its various duties properly. At least one Non-Executive Director needs to be a financial expert. The Non- Executive Directors must ensure they will have sufficient time available for the proper performance of their duties. The Board strives to have a variation in age, gender, expertise, social background and nationality when selecting a candidate for a vacancy. Of the Non-executive Directors, at least three members must be independent. 3 Committees The Board has constituted the following standing committees: (i) an Audit Committee and (ii) a Compensation and Human Resources Committee. Each of these committees has its own specific charter. The charters stipulate the size and composition of these committees. 21 P a g e

4 Qualifications of the Non-Executive Directors Non-Executive Directors should possess a background in large or medium-sized companies. They should have demonstrated success in their respective fields and still be active enough to provide a lively discussion forum for management to use in fulfilling its tasks. Non-Executive Directors should have experience in international business. 22 P a g e

Schedule 2 Resignation roster for members of the Board Directors will be appointed by our general meeting for a term ending no later than the end of the first annual general meeting held three years from the date of their appointment. The Board will be comprised of three classes of directors, with each class comprised, as nearly as possible, of an equal number of directors. Class I directors will consist of James C. Mullen, Stephan Tanda, Jeffrey P. McMullen and Gary Pisano, with a term to expire at the end of the annual general meeting held in the first year following the Offering (as defined in the resolution of the Board of 3 June 2016); Class II directors will consist of Philip Eykerman, William B. Hayes and Pamela Daley, with a term to expire at the end of the annual general meeting held in the second year following the Offering; Class III directors will consist of Hugh Welsh, Paul S. Levy, Daniel Agroskin and Hans Peter Hasler, with a term to expire at the end of the annual general meeting held in the third year following the Offering. The below resignation roster as included on the next page, will be completed upon Offering. 23 P a g e

Name of director Date of (re)appointment End of term The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] The end of the first annual meeting held after [ ] 24 P a g e

Schedule 3 Audit Committee Charter 25 P a g e

Schedule 4 Compensation and Human Resources Committee Charter 26 P a g e