NOTICE OF MEETING GENERAL MEETING 2013

Transcription

1 NOTICE OF MEETING GENERAL MEETING 2013 Friday May 3, 2013, at 2:30 p.m. (CET) at the Palais des Congrès 2, place de la Porte Maillot Paris - France

2 SUMMARY NOTICE OF MEETING GENERAL MEETING 2013 HOW TO PARTICIPATE IN THE MEETING 2 COMBINED GENERAL MEETING AGENDA 7 REPORT OF THE BOARD OF DIRECTORS 8 On the resolutions submitted to the combined general meeting PROPOSED RESOLUTIONS 24 CURRENT COMPOSITION OF THE BOARD OF DIRECTORS 39 INFORMATION ABOUT THE DIRECTOR 40 Whose appointment is submitted to the general meeting STATUTORY AUDITORS REPORT 41 On the non-consolidated fi nancial statements 41 On the consolidated fi nancial statements 43 STATUTORY AUDITORS SPECIAL REPORT 45 On related party agreements and commitments 45 On the issue of shares and/or other securities with or without cancellation of preemptive rights 47 On the issue of shares or other securities reserved for members of savings plans 49 On the authorization to grant existing or new restricted shares 50 On the authorization to grant options to subscribe for or purchase shares 51 On the authorization to reduce the share capital by cancellation of treasury shares 52 OVERVIEW OF SANOFI IN CONSOLIDATED INCOME STATEMENTS 62 NON-CONSOLIDATED INCOME STATEMENTS OF SANOFI (THE PARENT COMPANY) FOR THE LAST FIVE YEARS 63 REQUEST FOR ADDITIONAL DOCUMENTS 64 SANOFI Société anonyme with share capital of 2,652,685,918 Registered offi ce: 54, rue La Boétie Paris R.C.S. Paris

3 The Chairman of the Board of Directors Paris, April Dear Shareholder, Our Annual General Meeting provides an ideal opportunity for us to inform you, share with you and give you an account of the operations and results of Sanofi. I sincerely hope that you will be able to attend. The time and place of the meeting are as follows: COMBINED GENERAL MEETING (ORDINARY AND EXTRAORDINARY) FRIDAY MAY 3, 2013, AT 2:30 P.M. (CET) AT THE PALAIS DES CONGR ÈS 2, PLACE DE LA PORTE MAILLOT PARIS All the information and guidance needed for you to participate in the meeting are enclosed with this notice. If you are unable to attend in person, you will nonetheless be able to vote in one of three ways: by postal vote or via the Internet; or by appointing a proxy to represent you; or by authorizing the Chairman to vote on your behalf. On behalf of the Board of Directors, I thank you for your trust and for the attention you will surely pay to draft resolutions to be submitted to your approval. Serge Weinberg Chairman of the Board of Directors This notice and an access plan of the meeting venue are available on our website ( Sanofi Notice of meeting

4 HOW TO PARTICIPATE IN THE MEETING TIME AND PLACE The shareholders of Sanofi are hereby given notice of the Combined General Meeting to be held on Friday May 3, 2013 at 2:30 p.m. (Paris time) at the Palais des Congrès 2, place de la Porte Maillot Paris (France). This meeting is being called to deliberate on the agenda and resolutions set forth in the following pages. PRIOR CONDITIONS FOR PARTICIPATION IN THE MEETING To attend in person, appoint a proxy, exercise a postal vote using the enclosed form or vote via the Internet, you must fi rst have provided proof of your status as a shareholder. Proof is constituted by your shares being recorded in your name as of midnight (Paris time) on the third business day preceding the general meeting, i.e. April 29, 2013: in the registered shareholder account held on the Company s behalf by BNP Paribas Securities Services; in the bearer shareholder account held by the accredited fi nancial intermediary who keeps your share account (bank, brokerage fi rm, online broker). For holders of bearer shares, it is the authorized intermediary who holds the bearer accounts who shall confi rm the status of its client as shareholder to the centralizing bank of the General Meeting by providing a shareholding certifi cate (attestation de participation) attached to the voting form enabling to vote by post or by proxy or to request an entry card established in the name of the shareholder or on behalf of the shareholder represented by the fi nancial intermediary. WAYS TO PARTICIPATE IN THE MEETING I/ Using the enclosed form 1) You wish to attend the meeting in person You will need to request an entry card. To do this, tick box A on the enclosed vot ing form. You should then sign and date the form, and send it to one of the following: if you hold registered shares or units in a dedicated employee share ownership fund (FCPE), send the form as soon as possible using the enclosed envelope to: BNP Paribas Securities Services CTS Assemblées Les Grands Moulins de Pantin 9, rue du Débarcadère Pantin Cedex France if you hold bearer shares, ask your fi nancial intermediary for a shareholding certifi cate as proof of your status as a shareholder as of the date of your request. The fi nancial intermediary will send this certifi cate to BNP Paribas Securities Services, who will send you an entry card. If you requested an entry card by post and have not received it by April , please call BNP Paribas Securities Services from Monday through Friday at +33 (0) Notice of meeting 2013 Sanofi

5 2) You cannot attend the meeting in person, but nonetheless wish to participate You will need to tick box B, complete and sign the vot ing form, and: if you hold registered shares or shares in a dedicated employee share ownership fund (FCPE), send the form to BNP Paribas Securities Services, using the enclosed envelope. if you hold bearer shares, ask your fi nancial intermediary for a voting form. Your fi nancial intermediary will send your shareholding certifi cate and voting form to BNP Paribas Securities Services. This form (see the back of the form for instructions) gives you three options: box C: you may request the Chairman of the general meeting to vote on your behalf. If you do this, he will vote in favor of all the resolutions submitted or approved by the Board of Directors, and against all other resolutions. box D: you may exercise a postal vote, voting separately on each resolution. box E: you may appoint a proxy to vote on your behalf, who may be any physical or legal person of your choice. In this case, you must indicate the name and address of the person you wish to attend the meeting as your proxy and vote on your behalf. This appointment may be revoked using the same formalities as for the appointment itself. II/ Via the Internet prior to the meeting We now offer our shareholders another way to participate in the meeting, which allows you to access all the options available on the voting form via a secure website. You can: request an entry card; vote via Internet; authorize the Chairman to vote on your behalf, or appoint a proxy to vote on your behalf, who may any physical or legal person of your choice. Access to this website is protected by a username and a password. Data transfers are encrypted to keep your vote confi dential. If you want to use Internet to participate in the meeting, please follow the instructions given below: How to log on to the dedicated AGM website: The dedicated AGM website will be open from April 12, 2013 through May 2, 2013 (3 p.m. Paris time). However, we recommend that you do not wait until the last minute to vote. 1) If you hold fully registered shares Access the website using the same username and password as you use to consult your registered shareholder account on the Planetshares website.. If you know your username and password, log on via Access no.1 at On the homepage of the dedicated website Click on Access no.1 Then follow the on-screen instructions. If you cannot remember your username and/or password, follow the procedure described in paragraph 2 below. 2) If you hold administered registered shares Your username is shown in the top right hand corner of the voting form attached to this brochure. Use your username to log on to via Access no.2 at com/sanofi.pg. Username/Account / XXXXX Field 1- Field 2 On the homepage of the dedicated website Click on Access no.2 Once you have logged on, BNP Paribas Securities Services will send you your password by secure letter (you should allow approximately three days for delivery). Once you receive this letter, you will have the username and password required for you to log on via Access no.1. On the homepage of the dedicated website Click on Access no.1 Then follow the on-screen instructions. 3) If you hold bearer shares Contact the accredited fi nancial intermediary keeping your share account, and follow the steps described below: Ask your intermediary to issue a shareholding certifi cate showing the number of Sanofi shares you hold via the intermediary, and give the intermediary your address. Your intermediary will then forward your shareholding certifi cate and address to: BNP Paribas Securities Services CTS Assemblées Les Grands Moulins de Pantin Pantin Cedex France Sanofi Notice of meeting

6 You will receive a username by . Use this username to log on to via Access no.3 to generate your online password. On the homepage of the dedicated website Click on Access no.3 Once you have received your username and generated your online password, you will have the username and password required for you to log on via Access no.1. On the homepage of the dedicated website Click on Access no.1 Then follow the on-screen instructions. 4) You are an employee or ex-employee of Sanofi and own units in a dedicated employee share ownership fund (FCPE) If you are an employee or ex-employee of Sanofi and own units in a dedicated employee share ownership fund that is invested in Sanofi shares and allows you to exercise individual voting rights, you can access the online voting website using the username shown in the top right hand corner of the voting form attached to this brochure plus your unique Company Savings Account (Compte Epargne Entreprise) number. BNP Paribas Securities Services will not retain, use or disclose this account number. Log on using Access no. 4. On the homepage of the dedicated website Click on Access no.4 Once you have entered your username and account number, you need to indicate the address to which you want your log-in password to be sent. Once you have received your password by , you will have the username and password required for you to log on via Access no.1. On the homepage of the dedicated website Click on Access no.1 Then follow the on-screen instructions. If you decide to vote by Internet, you must not fill in or send back the voting form. If you hold Sanofi shares in more than one form (registered, bearer or via a dedicated mutual fund), you will have to vote several times if you want to exercise all the voting rights attached to your shares. 4 Notice of meeting 2013 Sanofi

7 HOW TO FILL IN THE PROXY FORM? A B IMPORTANT : avant d exercer votre choix, veuillez prendre connaissance des instructions situées au verso / Before selecting, please refer to instructions on reverse side. QUELLE QUE SOIT L OPTION CHOISIE, NOIRCIR COMME CECI LA OU LES CASES CORRESPONDANTES, DATER ET SIGNER AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, SHADE BOX(ES) LIKE THIS, DATE AND SIGN AT THE BOTTOM OF THE FORM A. Je désire assister à cette assemblée et demande une carte d admission : dater et signer au bas du formulaire / I wish to attend the shareholders' meeting and request an admission card : date and sign at the bottom of the form. B. J utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l une des 3 possibilités offertes / I prefer to use the postal voting form or the proxy form as specified below. SANOFI S.A. au capital de Siège social : 54 rue La Boétie PARIS R.C.S. PARIS JE VOTE PAR CORRESPONDANCE / I VOTE BY POST Cf. au verso renvoi (2) - See reverse (2) Je vote OUI à tous les projets de résolutions présentés ou agréés par le Conseil d Administration ou le Directoire ou la Gérance, à l EXCEPTION de ceux que je signale en noircissant comme ceci la case correspondante et pour lesquels je vote NON ou je m abstiens. I vote YES to all the draft resolutions approved by the Board of Directors EXCEPT those indicated by a shaded box - like this, for which I vote NO or I abstain ASSEMBLÉE GÉNÉRALE MIXTE convoquée pour le 3 Mai 2013 à 14h30, au Palais des Congrès, 2 place de la Porte Maillot PARIS COMBINED GENERAL MEETING to be held on May 3 rd, 2013 at 2:30 p.m., at Palais des Congrès, 2 place de la Porte Maillot PARIS Sur les projets de résolutions non agréés par le Conseil d Administration ou le Directoire ou la Gérance, je vote en noircissant comme ceci la case correspondant à mon choix. On the draft resolutions not approved by the Board of Directors, I cast my vote by shading the box of my choice - like this. A B C D E Oui Non/No Yes Abst/Abs F G H J K Oui Non/No Yes Abst/Abs Si des amendements ou des résolutions nouvelles étaient présentés en assemblée / In case amendments or new resolutions are proposed during the meeting - Je donne pouvoir au Président de l'ag de voter en mon nom. / I appoint the Chairman of the general meeting to vote on my behalf... - Je m abstiens (l abstention équivaut à un vote contre). / I abstain from voting (abstention is equivalent to a vote NO) Je donne procuration (cf. au verso renvoi 4) à M., Mme ou Mlle, Raison Sociale... pour voter en mon nom / I appoint (see reverse (4)) Mr, Mrs or Miss, Corporate Name to vote on my behalf Pour être prise en considération, toute formule doit parvenir au plus tard : le 30 avril 2013 In order to be taken into account, this completed form must be returned at the latest : April 30th, 2013 à / to BNP PARIBAS SECURITIES SERVICES, CTS Assemblées, Grands Moulins de Pantin PANTIN Cedex D JE DONNE POUVOIR AU PRÉSIDENT DE L'ASSEMBLÉE GÉNÉRALE cf. au verso renvoi (3) I HEREBY GIVE MY PROXY TO THE CHAIRMAN OF THE GENERAL MEETING See reverse (3) JE DONNE POUVOIR A : cf. au verso renvoi (4) I HEREBY APPOINT see reverse (4) M., Mme ou Mlle, Raison Sociale / Mr, Mrs or Miss, Corporate Name Adresse / Address ATTENTION : S il s agit de titres au porteur, les présentes instructions ne seront valides que si elles sont directement retournées à votre banque. CAUTION : If shares are held in bearer form, the present instructions will be valid only if they are directly returned to your bank. Date & Signature D' D" C CADRE RÉSERVÉ À LA SOCIÉTÉ / For Company s use only Identifiant / Account Nombre d actions Number of shares Vote simple Nominatif Single vote Registered Vote double Double vote Porteur / Bearer Nombre de voix / Number of voting rights E Nom, Prénom, Adresse de l actionnaire (si ces informations figurent déjà, les vérifier et les rectifier éventuellement) - Surname, first name, address of the shareholder (if this information is already supplied, please verify and correct if necessary) Cf. au verso renvoi (1) - See reverse (1) F Z Regardless of your choices PLEASE DATE AND SIGN HERE. In the case of ownership in common, each owner must sign. Please return the form using the enclosed prepaid envelope at least three days before the date on which the meeting is to be held, i.e. by Monday April 29, 2013, at 3 p.m. (Paris time). A You wish to attend the meeting in person: Tick box A ; Date and sign box Z. B You cannot attend and you wish to vote by post or by proxy: Tick box B ; Choose among the three options (one choice only) ; Date and sign box Z. C You give your proxy to the Chairman of the meeting: Tick box B ; Tick the box C «I hereby give my proxy to the Chairman of the general meeting» ; Date and sign box Z. Sanofi Notice of meeting

8 D You vote by post: Tick box B ; Tick the box D «I vote by post» : Each numbered box represents one resolution proposed or agreed to by the Board of Directors ; Each empty box represents a YES vote ; Each shaded box represents a NO vote or an abstention (to abstain is equivalent to a vote NO) ; Date and sign box Z. D' This box is to be used to vote for resolutions proposed by the shareholders and not agreed to by the Board of Directors. If you wish to cast your vote, shade the corresponding box. D" This box corresponds to amendments or new resolutions proposed during the meeting. If you wish to cast your vote, shade the corresponding box. E You give your proxy to any physical or legal person of your choice. Tick box B ; Tick box E «I hereby appoint» ; Indicate in box E information on the person who will represent you (surname, fi rst name, and address) ; Date and sign box Z. F Indicate your surname, first name, and address: If these data appear on the form, check their accuracy ; If the person signing the form is not the shareholder, he/she must indicate his/her surname, fi rst name and address and his/ her quality (legal agent, guardian, ). Z All shareholders must date and sign this box. For further information about the Company and how to participate in the meeting, contact us: by telephone: BNP Paribas Securities Services: +33 (0) by post: Sanofi, Shareholder Relations Department 54, rue La Boétie Paris (France) by relations-actionnaires@sanofi.com 6 Notice of meeting 2013 Sanofi

9 COMBINED GENERAL MEETING AGENDA This text is a free translation from the French language and is supplied solely for information purposes. Only the original version in the French language has legal force. ORDINARY BUSINESS Approval of the individual Company fi nancial statements for the year ended December 31, 2012 Approval of the consolidated fi nancial statements for the year ended December 31, 2012 Appropriation of profi ts, declaration of dividend Appointment of a Director (Fabienne Lecorvaisier) Authorization to the Board of Directors to carry out transactions in shares issued by the Company EXTRAORDINARY BUSINESS Delegation to the Board of Directors of authority to decide the issuance, with preemptive right maintained, of shares and/or securities giving access to the Company s capital and/or securities giving entitlement to the allotment of debt instruments Delegation to the Board of Directors of authority to decide the issuance, with preemptive right being cancelled, of shares and/or securities giving access to the Company s capital and/or securities giving entitlement to the allotment of debt instruments by public offering Possibility of issuing, without preemptive right, shares or securities giving access to the Company s capital as consideration for assets transferred to the Company as a capital contribution in kind in the form of shares or securities giving access to the capital of another company Delegation to the Board of Directors of authority to increase the number of shares to be issued in the event of a capital increase with or without preemptive rights Delegation to the Board of Directors of authority to decide to carry out increases in the share capital by incorporation of share premium, reserves, profi ts or other items Delegation to the Board of Directors of authority to decide the issuance of shares or securities giving access to the Company s capital reserved for members of savings plans, with waiver of preemptive right in their favor Delegation to the Board of Directors of authority to allot, without preemptive right, existing or new restricted shares in full or partial substitution for the discount to a capital increase reserved for salaried employees Delegation to the Board of Directors of authority to grant, without preemptive right, options to subscribe for or purchase shares Authorization to the Board of Directors to reduce the share capital by cancellation of treasury shares Powers for formalities Sanofi Notice of meeting

10 REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING This text is a free translation from the French language and is supplied solely for information purposes. Only the original version in the French language has legal force. This report describes the proposed resolutions that are being submitted to the meeting by the Board of Directors. It consists of an introduction, a summary table of fi nancial authorizations, and a glossary. The objective of this report is to draw your attention to the important points in the resolutions, in accordance with the relevant laws and regulations and with best practice in corporate governance as recommended for companies listed in Paris. It is essential that you read the proposed resolutions carefully and in full before exercising your vote. I - ORDINARY BUSINESS The fi rst 3 resolutions concern the annual fi nancial results of your Company, and the distribution of profi ts in the form of a dividend. APPROVAL OF THE FINANCIAL STATEMENTS (1 st and 2 nd resolutions) Acting on the recommendation of the Audit Committee, the Board of Directors submits for your approval the individual Company fi nancial statements, showing a profi t of 3,665,673, euros, and the consolidated fi nancial statements, for the year ended December 31, A detailed account of Sanofi s results of operations in the year ended December 31, 2012 is found in the annual report published by the Company. APPROPRIATION OF PROFITS, DECLARATION OF DIVIDEND (3 rd resolution) Acting on the recommendation of the Audit Committee, the Board of Directors submits for your approval the payment of a dividend of 2.77 euros per share, representing a payout ratio of 45% of distributable results. For the three preceding years, the dividend per share amounted to: The ex-dividend date will be May 9, 2013 and the dividend will be paid in cash on or after May 14, The proposed dividend distribution subjects Sanofi to the 3% additional corporate tax ,65 euros 2,50 euros 2,40 euros 8 Notice of meeting 2013 Sanofi

11 APPOINTMENT OF A DIRECTOR (4 th resolution) The 4 th resolution concerns the election of a Director to your Company s Board of Directors. Each year, the Board of Directors conducts a review to ensure that there is an appropriate balance in its composition and the composition of its Committees. In particular, the Board seeks to ensure a balanced representation of men and women with diverse backgrounds and countries of origin, to refl ect the diversifi ed and global nature of the Group s business. The Board investigates and evaluates potential candidates whenever individual directors are up for election. Above all, the Board seeks talented directors, who show independence of mind and who are competent, dedicated and committed. When the Board looks for a new nominee, the Board takes into account both its current and target composition to identify the qualities of a candidate that would best contribute to the maintenance and reinforcing of a balanced Board. The Chairman of the Appointments and Governance Committee conducts a search based on a profi le defi ned with the assistance of a specialized recruiter. The Appointments and Governance Committee develops a short list of candidates based on this search, and the short-listed candidates meet with several members of the Appointments and Governance Committee before the Committee formulates its recommendation to the Board as to which candidates appear to best correspond to the Board s identifi ed needs. Directorships at your Company are typically for fouryear terms, which your Board believes is an appropriate length of commitment to request of a person aspiring to join its members. We emphasize that under French law Directors are revocable at will by the shareholders, so that neither the length of the terms nor the staggered renewal dates can serve as anti-takeover devices. In line with the recommendations of the AFEP-MEDEF Code, since 2008 the terms of the directorships have been established such that only a fraction of the directorships are renewed in a given year, so as to ensure stability and continuity. Your Board reserves the right to occasionally propose shorter terms for one or more directors to ensure that not too many renewals fall the same year. Your Company s Board currently has 15 members, 9 of whom are deemed to be independent. Since no current mandate expires in 2013, the proposed appointment would temporarily increase the number of Directors to 16, which is in excess of the long term target size. The expiry of other current mandates will give the opportunity for the Board of Directors to reduce its size over the next several years. The Board chose not to postpone this appointment, so as not to delay the renewal of Directors with a new member whose very high fi nancial skills will contribute to the diversifi cation of this body while increasing the level of independence and feminization of the Board. Acting on the recommendation of the Appointments and Governance Committee, the Board of Directors proposes that you appoint Fabienne Lecorvaisier as a Director for a term of 4 years, i.e., until the General Meeting called to approve the fi nancial statements for the year ending December 31, Fabienne Lecorvaisier is a graduate of Ecole Nationale des Ponts et Chaussées. She began her career at Société Générale and later held various positions at Barclays Bank and the Banque du Louvre. In 1993, she joined the Essilor Group as Development Director before being appointed Finance and Information Systems Director of Essilor America in 1996, then Chief Financial Offi cer of the Group in 2001 and Senior Vice-President Strategy and Acquisitions in In 2008, Fabienne Lecorvaisier was appointed Vice-President, Finance and Administration of the Air Liquide Group, and member of its Group Executive Committee. The composition of the new Board of Directors would be as follows (expiry of term of offi ce in parentheses): Serge Weinberg, Chairman of the Board (2015) Christopher Viehbacher, Chief Executive Offi cer (2014); Robert Castaigne (2014) independent director; Lord Douro (2014) independent director; Christian Mulliez (2014); Thierry Desmarest (2015); Igor Landau (2015); Suet-Fern Lee (2015) independent director; Gérard Van Kemmel (2015) independent director; Laurent Attal (2016) Uwe Bicker (2016) independent director; Jean-René Fourtou (2016) independent director; Claudie Haigneré (2016) independent director; Carole Piwnica (2016) independent director; Klaus Pohle (2016) independent director; Fabienne Lecorvaisier (2017) independent director. Sanofi Notice of meeting

12 The Board of Directors Meeting which was held on March 5, 2013 performed a review of the criteria for director independence in accordance with the recommendations of the AFEP-MEDEF Code and, consistent with the recommendation of the Appointments and Governance Committee. Based on this review and assuming adoption of the 4 th resolution, following the Shareholders Meeting, a majority of the Board members would be regarded as independent directors, in compliance with our governance standards. Women would make up 25% of the Board s membership. SHARE REPURCHASE PROGRAM (5 th resolution) The Board of Directors requests that you renew the authorization for the purchase of Company shares which had last been given to the Board of Directors at the Shareholders Meeting held on May 4, 2012, in accordance with Articles L et seq. of the French Commercial Code. Purchases under the prior authorization through February 28, 2013 (the last available date prior to fi nalization of this report), amounted to 10,251,031 shares at an average price of per share. A liquidity plan based on a prior authorization has been in place since 2010 with a current funding of 10 million. Up-to-date information on share repurchases can be found on the Company s web site This resolution thus provides that the Company could repurchase its own shares up to the statutory limit of 10% of the number of shares constituting the share capital at the date of such purchases (i.e., at December 31, 2012, million shares), and that the maximum number of treasury shares held after such purchases could not exceed 10% of the amount of the company s share capital at any time. The maximum price for such a purchase will be set at 100 per share. It is specifi ed that this authorization will not be valid in the event of a public tender offer for Sanofi s shares, and that its validity is limited to a period of 18 months. The objectives for the repurchase plan which could be implemented pursuant to this authorization are limited by law. A description of these objectives is set forth in the resolution. Sanofi may conduct repurchases itself or through an agent. Repurchases are disclosed regularly on the web site of our Company II - Extraordinary business FINANCIAL AFFAIRS OF YOUR COMPANY (6 th to 14 th resolution) a. General overview 1. The 6 th to 14 th resolutions are all intended to give the Board powers to manage the fi nancial affairs of the Company, in particular by authorizing the Board to increase the capital of the Company by various means and for various reasons, as explained in the summary table that follows this introduction. Each resolution deals with a specifi c purpose for which the Board would be authorized to increase the capital. The aim of these fi nancial authorizations is to give the Board fl exibility in choosing from a range of types of issue, and to enable the Board (at the appropriate time) to adapt the nature of the fi nancial instruments issued in light of conditions in the French or international fi nancial markets and of the opportunities available in those markets. 2. These resolutions can be split into two main categories: those that would result in capital increases with preemptive rights maintained, and those that would result in capital increases with preemptive rights being cancelled. In principle, any capital increase made by issuing shares for cash entitles existing shareholders to a preemptive right, which is detachable and may be traded during the subscription period. For a period of at least 5 trading sessions after the opening of the subscription period, each shareholder has the right to subscribe for a quantity of new shares proportionate to his/her existing interest in the capital. 10 Notice of meeting 2013 Sanofi

13 Depending on market conditions, the type of investor at which the issue is targeted (institutional, retail, French or international) and the type of securities issued, it may be preferable or even necessary to cancel shareholders preemptive rights in order for the newly-issued securities to be placed on the best possible terms for example, when speed is essential to the success of an issue or when an issue is made on foreign fi nancial markets. Cancelling preemptive rights can make it easier for the Company to access capital markets by offering better issue terms. In some of these resolutions, the Board requests your authorization to set aside this preemptive right. In some cases, preemptive rights are automatically cancelled by law. If you approve the resolutions delegating authority to the Board to issue shares reserved for members of employee savings plans (11 th resolution) and to grant restricted shares or stock subscription options to employees and corporate offi cers of the Company or the Group (12 th and 13 th resolutions), this by law entails express waiver by the shareholders of their preemptive rights in favor of the benefi ciaries or grantees in question. In the event of a public offering of ordinary shares without preemptive rights, the Board of Directors will be bound to grant to existing shareholders at least a 5-day priority subscription period in order for them to participate in the transaction and avoid unwanted dilution (7 th resolution). While under the 2011 resolution, the Board of Directors could decide at its own discretion whether or not to grant a priority subscription period, the present resolution makes the priority subscription period mandatory for the Board in the absence of preemptive rights, which responds to shareholder requests voiced during the meetings with investors. 3. These authorizations are of course subject to limits. First, each authorization would be granted for a period generally limited to 26 months, and hence would be regularly resubmitted for your approval. Second, the Board of Directors would only be able to increase the share capital up to strictly defi ned ceilings, above which the Board of Directors could not increase the capital again without calling a new Extraordinary Shareholders General Meeting. These ceilings are shown in the summary table following this introduction. An overall ceiling of 1.3 billion euros, stipulated in the 6 th resolution (capital increase with preemptive rights maintained), applies to all these resolutions collectively. Under these authorizations, the Board will limit any capital increases in exchange for securities or non-cash assets to an aggregate maximum of 10% of the share capital. Moreover, the 6 th and 7 th resolutions allow neither private placements nor capital increases reserved to predetermined persons or categories of benefi ciaries. Such measures would require specifi c authorizations from the shareholders. b. Capital increases as consideration for assets (8 th resolution) The 8 th resolution serves to authorize the Company to acquire assets by using newly issued shares. When such a fi nancing option is adequate to the parties needs, this authorization enables the Board of Directors to carry out this transaction quickly without calling for a new extraordinary general meeting and thus avoiding the convocation timeouts and the costs supported by the shareholders. Without such an authorization, the Company would be disadvantaged compared to other potential purchasers that are not submitted to French legislation. This resolution requires the cancellation of the shareholders preemptive right. In order to protect Sanofi shareholders interests, the French legislation imposes that an expertise be carried out by a shares auditor, except when the instruments are listed on the regulated market of an OECD member country for which a market price is already available. As for any other fi nancial resolution, and despite the ceilings set forth in the resolution, such a transaction would require the approval of a shareholder s extraordinary general meeting. c. Capital increases reserved for members of the Group s savings plans and for salaried employees (11 th and 12 th resolutions) The 11 th resolution, complemented by the 12 th resolution, relates to capital increases reserved for members of the Group s employee savings plans and for salaried employees, and will allow the Company to achieve its goal of increasing employee investment. In 2005 and 2007, under the two share capital increases reserved for members of employee savings plans carried out since 2005, employees could acquire their shares at a discount of 20% to the average quoted market prices for the 20 trading sessions preceding the date of the decision setting the opening date of the subscription period. Both were standard plans, in other words with no leverage effect or allotment of restricted shares. In accordance with French legislation, a resolution aiming at carrying out such a capital increase will be submitted to the shareholders as long as the salaried employees of the Group do not own 3% of the share capital. The previous authorization was adopted by the 2011 annual meeting. The Company must once again submit a new resolution to open up the share capital to its salaried employees. Beyond this legal obligation the Board of Directors would like to encourage employee share ownership and offer to Sanofi Notice of meeting

14 employees at all Group locations the possibility to subscribe to shares of the Company. Any share capital increase reserved for employees will comply with the undertaking of the Board of Directors not to issue more than 10% of the share capital through such plans. The 3.5 million shares subscribed for in these share capital increases represent 0.26% of the share capital as of December 31, Since 2007, there has been no capital increase reserved for members of the Group s savings plans. On October 27, 2010, the Board implemented the fi rst Group s global restricted share plan. This plan, called Share 2010, allotted 20 shares to each Group employee with at least 3 months service at the date of the Board s meeting, and subject to meeting a multi-year condition of continued employment. Share 2010 has been implemented in 95 countries and declined in 2 plans for legal and tax purposes: a French plan (27,824 benefi ciaries) and an international plan (77,243 benefi ciaries). The Company now contemplates to implement an employee share ownership operation during the 18 months to come. When implementing the 2005 and 2007 plans, it became clear that in several countries including the United States and Japan, legal and tax diffi culties made the prior employee share ownership formula diffi cult (whether it be directly by benefi ciaries or via dedicated mutual funds) and limited employee participation in these countries. For this reason, allowing foreign employees alternative solutions from those proposed for French tax residents is desirable. The Company hence contemplates to propose 2 formulas. For employees and corporate officers of the Company, of its French subsidiaries and of the subsidiaries for which the employee share ownership formula, directly or via dedicated mutual funds applies without any difficulty, it would be proposed to subscribe to a capital increase with a maximum discount of 20% of an average of the quoted market prices, without any other employer contribution or leverage effect. For employees of foreign subsidiaries for which the local tax legislation could inhibit participation, there would be an option between either a subscription with the aforementioned discount or a subscription without any discount but with an allotment of restricted shares, it being specifi ed that in such a case the allotment could not be combined with the discount. The value of this allotment will not exceed the value of the discount. As a result, for the Company the cost of the allotment of restricted shares would be equivalent to the cost of the discount, and for the shareholder the dilution would be the same. The defi nitive vesting and the delivery of shares would be carried out after several years and not immediately. Only the employees who subscribe to the undiscounted offer could receive, when subscribing to the capital increase, a future right to restricted shares. This allotment is part of the structure of an employee shareholding operation, and not of an equity compensation plan even though it uses the provisions of Art et seq. of the French Commercial Code for the purpose of delaying the acquisition of the allotted shares. Unlike performance shares plan granted for compensation purposes, these shares would not be submitted to performance conditions because they are granted in consideration of the blocked investment realized at the time of the capital increase as well as in the 4-year continued employment condition. The corporate offi cers and the members of the Executive Committee of Sanofi will only be permitted to subscribe to the traditional plan. They will not benefi t from the allotment of restricted shares in the context of this plan. Two resolutions are submitted to your approval: one delegation of authority to issue shares or securities giving access to the capital reserved for members of savings plans (11 th resolution); one delegation of authority to allot restricted shares to some or all salaried employees (12 th resolution). Both of these resolutions entail the cancellation of the preemptive right in favor of the salaried employees and corporate offi cers of the Group. The 11 th and 12 th resolutions set a period of validity of 26 months in order to comply with the aforementioned legal requirement. The aggregate potential dilution of these two envelopes would be limited to 1.2% of the share capital, it being stipulated that issuances under either of the resolutions would be deducted from the envelope of the 7 th resolution. d. Granting of performance options to employees and corporate officers of the Company and the Group (13 th resolution) Acting on the recommendation of the Compensation Committee, the Board of Directors requests your authorization to continue to grant Performance Shares to employees and corporate offi cers of the Company and the Group on the restrictive conditions contained in this 13 th resolution. This new authorization cancels the unused balance of the current 2011 authorization without retroactive effect. Key Characteristics of the Requested Authorization The characteristics of this new authorization have been reviewed in light of the recommendations of the Compensation Committee: the total threshold of 0.7% of the share capital is set for a period of 38 months; 12 Notice of meeting 2013 Sanofi

15 an explicit limit of 15% within the resolution defi ning the maximal portion of the authorization which can be used for the benefi t of the Chief Executive Offi cer; all grants are required to be subject to multi-year performance conditions and the additional condition of the benefi ciaries continued employment in the Sanofi Group. The Board of Directors must set these conditions at the time of grant, and will choose internal and external criteria consistent with Sanofi s equity compensation policy. Equity Compensation Generally Sanofi s overall remuneration policy is designed to motivate and reward performance by ensuring that a signifi cant part of executive and employee remuneration is conditioned on the achievement of fi nancial, operational and social criteria aligned with the corporate interest and generation of shareholder value. Equity compensation and variable cash compensation are the two principal levers for action. Equity compensation is a critical tool for the worldwide attraction of Sanofi as an employer, which aims at aligning employee and shareholder interests and reinforcing employees ties to the Group. As described below, the Board of Directors is responsible for equity compensation under French law, and acts after taking advice from the Compensation Committee. The performance conditions attached to equity compensation are decided by the Board for all beneficiaries at Sanofi and its subsidiaries worldwide. Because of the Group-wide nature of the performance conditions attached to equity compensation, this instrument is particularly well adapted to incentivizing goals based on the Sanofi Group s consolidated results and balance sheet. These are areas where all options (or shares) beneficiaries have the potential to contribute to the collective result. For goals where identifiable sub-populations of employees have the real impact and ability to contribute such as operating division performance, corporate social responsibility projects, national or regional goals incentives are instead provided through variable cash compensation, which is awarded in a more decentralized manner thereby permitting individualized incentive structures. (For more information on variable cash compensation and Sanofi s compensation policies generally, see the corporate governance pages of the Company s website Equity compensation like cash compensation must be granted at levels that allow Sanofi to remain competitive with its international peer group when seeking to recruit executive, scientific and technical talent. Because of its long-term nature, and the termination of awards upon the termination of employment, equity compensation is also an effective tool for retaining the highly qualified individuals already employed by the Group. Equity compensation typically takes the form of stock subscription options, stock purchase options, restricted stock or performance shares. Only one resolution authorizing to grant stock subscription and stock purchase options is being proposed to shareholders at the Combined General Meeting on May 3, A resolution authorizing the Board of Directors to grant performance shares for a period of 38 months within specifi ed conditions was adopted by shareholders at the Combined General Meeting held May 4, 2012 (resolution 14). As of December 31, 2012, outstanding undelivered options and restricted stock combined with the unused portions of unexpired shareholder authorizations amount to a potential dilution of 6.77%. Over the past 3 years, potential dilution from option and restricted stock grants amounted to an average of 0.53% annually (this notion sometimes being referred to as a burn rate). A description of equity compensation plans granted by Sanofi in the past is found in Sanofi s 2012 annual report on U.S. Form 20-F starting at page 169 for the Chief Executive Offi cer and page 189 for employees. Additionally, since 2011, Sanofi uses the corporate governance page of to make available to its shareholders the same equity plan documentation as is delivered to employee benefi ciaries. French law is very protective of shareholders interest in Sanofi s equity. Equity compensation must always be authorized by the shareholders in an extraordinary resolution, which temporarily delegates powers to the Board of Directors to issue no more than pre-determined amounts of shares or options (as the case may be) under strictly defined conditions. The Board may not rely on this authorization for more than 38 months before a new shareholder authorization is required. French law does not permit to grant equity compensation to Board Members (except the board member who is also Chief Executive Officer), so shareholders can be assured that the Board s decision to grant equity compensation is taken solely in the long-term interest of the Company and its shareholders, with no possible motive of personal gain. The Board decides the size, timing, participants and conditions of the plan within the limits of the shareholder authorization, and may not delegate these decisions to Company employees or officers. The Board s decisions in these matters are guided by the recommendations of a Compensation Committee which complies with the independence requirements of the AFEP-MEDEF Code. A Presentation of Sanofi s Equity Compensation Policy The Board of Directors will subject the authorization sought by this 13 th resolution to Sanofi s equity compensation policy, which is described herein. This policy also applies to the Board s use of the performance shares authorization approved by shareholders in 2012, and shareholders should view the requested authorization as part of the overall equity compensation program. In 2011, the Board of Directors substantially reworked Sanofi s share compensation policy to reinforce the link with long-term performance for all beneficiaries and to reduce potential dilution. As a result of very positive shareholder feedback collected through two corporate governance roadshows, contacts with governance professionals and the results of the 2012 AGM, the Board has decided to maintain this policy and Sanofi Notice of meeting

16 reinforce it in 2013 with a number of additional improvements in transparency and even higher performance hurdles. The current policy can generally be characterized by (i) reduced dilution, (ii) diversified, multi-year performance conditions, (iii) transparency, (iv) specific additional requirements for the Chief Executive Officer. Reduced Dilution The policy requires that grants be primarily based on performance shares with only a limited number of highlevel executives continuing to receive stock options. As a result, most employees who benefi t from equity compensation plans (approximately 7,700 in 2013) receive performance shares only, while members of the Executive Committee and the Global Leadership Team (who include the Chief Executive Offi cer) receive a combination of stock subscription options and performance shares. The Group s increased reliance on performance share plans (accompanied by a corresponding decrease in the awarding of stock options) has led the Board to request an authorization of 0.7% of the share capital. A greater reliance on performance shares allows the Board of Directors to maintain a comparable level of employee incentivization while reducing the dilutive effect for existing shareholders, a conversion ratio having been applied such that one performance share equates to fi ve stock subscription options. By way of example, a manager who previously would have been allocated 1,000 options will be allocated 200 performance shares under the new policy, reducing potential dilution by 80%. The Board of Directors believes that the Company s equity compensation policy will lead to a signifi cantly reduced volume of potential dilution over time, with future plans based on signifi cantly less dilutive performance shares. Meanwhile the Board of Directors continues to consider that options because of their exercise price and their multiplier effect remain a compensation element that is fi tted to senior managers and thus submits for your approval resolution 13 to continue to set up subscription options plans subject to performance conditions for this population. Diversified, Multi-Year Performance Conditions The equity compensation policy requires that all management and employee grants of options and performance shares be subject in their entirety to the achievement of multi-year performance criteria, putting the entire grant at risk if performance does not meet defi ned objectives. Whether to executives or Group employees, the equity grant is designed to be part of an overall policy which drives shareholder value and no portion of an equity grant is guaranteed. The Board of Directors considers that multi-year conditions must be measured over a performance period of at least 3 years. In order to ensure that Sanofi equity compensation incentivizes strong overall performance and does not encourage excessive risk taking, the Board will subject any given plan to at least 2 distinct performance conditions. Failure to achieve these conditions over the entire performance period is sanctioned by a substantial reduction or loss of the grant. Grants also are conditioned the benefi ciaries continued employment in the Sanofi Group over the entire pre-vesting period ( 4 years for options, 3 or 4 years for performance shares). Moreover, all stock option plans are subject to an implicit additional performance condition in the form of the exercise price, and as a policy the exercise price of stock subscription and stock purchase options set by the Board never incorporates a discount, and must be at least equal to the average of the quoted market prices on the 20 trading sessions preceding the date of grant by the Board. French law does not allow the Board to reset prior grants with easier performance conditions or a lower strike price. As a demonstration of how this policy is implemented, the plans put in place by the Board on March 5, 2013, are conditioned on 2 internal criteria based on Business Net Income and Return on Assets, with a third, external criteria measuring Sanofi s relative performance (Total Shareholder Return compared to a panel of pharmaceutical companies) applicable to attributions to the Chief Executive Offi cer. The Board considers that these performance conditions together with the undiscounted price condition of the options, appropriately push the Company to pursue the development of shareholder value in terms of: the quality of investment decisions in a period where external growth plays a greater role than in the past (ROA condition); a commitment to delivering challenging bottom-line results in a challenging business environment (Business Net Income condition); and to keep up with and exceed our peer group as it actively strives for above average performance (TSR condition). The Board of Directors intends to keep applying the same performance criteria in the future, except if they were to lose their relevance. In such a case, the Board would choose and impose comparable requirement criteria to continue to provide long term incentives consistent with corporate goals. Attainment of the performance criteria for grants awarded under the 2013 annual plan are measured over a performance period of 3 consecutive years. These are the same conditions as adopted in the 2012 plan, with one notable difference: the TSR condition is no longer even partially met if performance is below the median. Generally, the portion of the grant conditioned on Business Net Income is now explicitly tied to the Company s published guidance. A detailed description of the grants and the performance conditions of the 2012 and 2013 plans are found in Sanofi s 2012 annual report on U.S. Form 20-F starting at page 189. Transparency Since 2011, the approach of Sanofi is fully transparent. All criteria used are quantifi able, and the Board has undertaken to report to its shareholders on the level of 14 Notice of meeting 2013 Sanofi