Fagron N.V.

Capital/Financing Update • Sep 30, 2016

COMPLIANCE CERTIFICATE

To: The Bondholders

From: Fagron NV

Dated: 30 September 2016

Dear Sirs,

Fagron NV – Euro 225,000,000 4.75 per cent. fixed rate bonds due 2 July 2017 (ISIN BE0002180462) (the Bonds)

1. We refer to the terms and conditions of the Bonds (the Conditions). This is a Compliance Certificate (Verklaring van Nakoming) pursuant to Condition 10. Terms defined in the Conditions have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. As at relevant testing date, Consolidated EBITDA (Geconsolideerde EBITDA) was 87.20 Mio EUR, calculated as follows:

EBITDA before non recurrent result	83.12 Mio EUR
Non-recurrent result	4.08 Mio EUR
Consolidated EBITDA	87.20 Mio EUR

(*) for the purpose of calculating the ratio, and as specified in covenant, for all new acquisitions, Consolidated EBITDA shall be calculated as if such acquisition became member of the Group on the first day of the Relevant period;

1. We confirm that the aggregate of earnings before interest, tax depreciation and amortisation (calculated on the same basis as Consolidated EBITDA (Geconsolideerde EBITDA) of the Guarantors (Garanten) (in each case calculated on an unconsolidated basis and excluding all intra-Group items) represents not less than 70 per cent. of Consolidated EBITDA of the Group.

2. The auditor of Fagron NV has confirmed the calculation of the Guarantor Cover Test (Garanten Dekkingsvereiste), set out in this Compliance Certificate, is actually based on

the audited figures of Fagron NV and confirms that the Guarantor Cover Test has been accurately performed and is in accordance with the Conditions.

Signed: Karin de Jong
Chief Financial Officer (AMA)

In the event of any discrepancy between the English translation and the original Dutch version of the Compliance Certificate, the latter shall prevail.