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Page 1: General Meeting 2014

| 1

May 5, 2014

Page 2: General Meeting 2014

This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking

statements are statements that are not historical facts. These statements include projections and estimates and their underlying assumptions, statements

regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and

potential, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects", "anticipates",

"believes", "intends", "estimates", "plans" and similar expressions. Although Sanofi's management believes that the expectations reflected in such forward-

looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties,

many of which are difficult to predict and generally beyond the control of Sanofi, that could cause actual results and developments to differ materially from

those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things,

the uncertainties inherent in research and development, future clinical data and analysis, including post marketing, decisions by regulatory authorities,

such as the FDA or the EMA, regarding whether and when to approve any drug, device or biological application that may be filed for any such product

candidates as well as their decisions regarding labeling and other matters that could affect the availability or commercial potential of such product

candidates, the absence of guarantee that the product candidates if approved will be commercially successful, the future approval and commercial

success of therapeutic alternatives, the Group's ability to benefit from external growth opportunities, trends in exchange rates and prevailing interest rates,

the impact of cost containment policies and subsequent changes thereto, the average number of shares outstanding as well as those discussed or

identified in the public filings with the SEC and the AMF made by Sanofi, including those listed under "Risk Factors" and "Cautionary Statement Regarding

Forward-Looking Statements" in Sanofi's annual report on Form 20-F for the year ended December 31, 2013.

Other than as required by applicable law, Sanofi does not undertake any obligation to update or revise any forward-looking information or statements.

2

Forward Looking Statements

Page 3: General Meeting 2014

Agenda

Introduction & Governance

Serge Weinberg, Chairman of the Board of Directors

Compensation Policy

Gérard Van Kemmel, Director, Compensation Committee

2013 Achievements & Outlook

Christopher A. Viehbacher, Chief Executive Officer

Financial Performance

Jérôme Contamine, Executive Vice President, Chief Financial Officer

Questions & Answers

Vote on the Resolutions

3

Page 4: General Meeting 2014

Introduction & Governance

Serge Weinberg

Chairman of the Board of Directors

| 4

Page 5: General Meeting 2014

An Independent and Diversified Board

16 Directors

● 3 reappointments

● Departure of Lord Douro

● Appointment:

● Mr. Patrick Kron

● Independence ratio maintained

(11 out of 16)

● Balanced representation (25% women)

16 Directors

● A majority of independent directors

(11 out of 16)

● 4 women, or 25%

● 6 foreign directors, or 37.5%

● No over-boarding

5

Current Board Composition Proposed Board Composition

Page 6: General Meeting 2014

An Active and Engaged Board

● 8 meetings in 2013

● In 2013 presentations were given by key

group managers on their business units

● The Chairman of each specialist committee

reports on its work and recommendations to

the Board of Directors

6

High

attendance

rate

Over

95%

Page 7: General Meeting 2014

Separation of the Offices of Chairman and Chief Executive Officer

7

Governance structure

chosen by the

Board of Directors

The Chairman organizes

and directs the work of the

Board of Directors

The Chairman liaises

between the Board of

Directors and the General

Management, and with

the Company’s

shareholders

Page 8: General Meeting 2014

Four Specialist Committees

Audit Committee Compensation Committee

● New member: Fabienne Lecorvaisier

● 5 financial experts

● 5 independent members out of 6

● 8 meetings in 2013

● Regular reviews of the main risks which

may have an impact on financial

statements

● Specific reviews notably on risk

management, pharmacovigilance and

compliance

● 3 independent members out of 5

● 3 meetings in 2013

● The main activities of this

Committee will be presented

by Gérard Van Kemmel

Presence

rate

87%

Presence

rate

93%

8

Page 9: General Meeting 2014

Four Specialist Committees (cont’d)

● 5 independent members out of 6

● 3 meetings in 2013

● 2013 Committee’s main activities

● Changes in the Board and

Committees’ composition

● Selection of a new Board member

● Organization of the Group and

succession planning

● Amendment of the Board Charter

● 4 independent members out of 7

● 3 meetings in 2013

● Including one in China

● 2013 Committee’s main activities

● Overview of research strategy in core

disease areas

● Overview of development portfolio

● Proposed acquisitions

9

Appointments and

Governance Committee Strategy Committee

Presence

rate

93%

Presence

rate

93%

Page 10: General Meeting 2014

2013 Evaluation Forward Looking

Board and Committee Evaluation

● Deeper oversight of performance in

R&D

● Good quality and frequency of contacts

with Group’s management

● Changes in Board composition

appreciated

● Board session in China particularly

appreciated

● Reduce number of Board members after

transition

● Strengthen scientific competencies

● Review of proposed acquisitions:

● By the Strategy Committee before the

Board meeting and

● By the Audit Committee post acquisition

● Provide more information on competitive

landscape, challenges and strategic

alternatives

10

Page 11: General Meeting 2014

Sanofi Share Performance vs. CAC 40 since January 2011

11 Source: Bloomberg (12/31/2010 - 04/30/2014)

€78.02

+63%

CAC 40

4487.4

+18%

Page 12: General Meeting 2014

Sanofi Share Performance vs. European and U.S. Pharma Indices

since January 2011

12

Source: Bloomberg (12/31/2010 - 04/30/2014)

SXDP = Dow Jones index STOXX® EU 600 Health Care

S15PHAR = S&P Pharmaceuticals domestic index (supercomposite pharma sub industry index GICS level4)

DJ EU

Pharma

634.3

+63%

S&P US

Pharma

552.6

+82%

€78.02

+63%

Page 13: General Meeting 2014

● Proposed dividend of €2.80 per share for

2013 results

● Increase of 1.1% vs. 2012 dividend

● Payout of ~55% of 2013 results

Sanofi Continues to Offer a Growing Dividend for 2013

13

2013

€2.80

2012

€2.77

2011

€2.65

2010

€2.50

2009

€2.40

2008

€2.20

Evolution of Dividend

Page 14: General Meeting 2014

Sanofi Pursued Share Repurchase Program

14

Share Buyback in 2013

21,335,144 shares repurchased for

cancellation

Weighted average share price of

€77.46 per share

Total amount of €1,653 million

2013

21.3m

2012

13.6m

2011

21.7m

2010

6m

Q1 2014

4.8m

1,311m

1,341m(1)

1,326m

1,324m

Number of Shares Repurchased

from 2010 to Q1 2014 (in million)

Number of

issued shares

as of December 31

(1) In 2011, 38,139,730 new shares have been issued as a result of the dividend payment in shares

(2) Number of issued shares as of March 31, 2014

1,326m(2)

Page 15: General Meeting 2014

Shareholder Structure as of December 31, 2013(1)

15 (1) Source: NASDAQ OMX

Institutional

Investors

77.2%

Canada

1.9%

L’Oréal

Individual Shareholders

Employees

1,324,320,881

shares

0.3% Treasury

Others

7.5%

U.S.

France

UK

Other EU countries

Asia

Germany

Switzerland

Rest of the world

Page 16: General Meeting 2014

Strengthen Employee Share Ownership

16

Sanofi wants to strengthen

employee share ownership

● 11th resolution voted in May 2013

● Implemented in H2 2013

● 1,672,198 shares subscribed

● 14,770 employees

● More than 80 participating countries

1.3%(1)

of Sanofi

share capital

is held by

employees

(1) At December 31, 2013

3 Employee Share Ownership Plans

since 2005

●« Action 2005 »

● 23,632 employees

● 2,037,887 shares subscribed

●« Action 2007 »

● 16,779 employees

● 1,531,951 shares subscribed

●« Share 2010 »: global share plan awarding

20 restricted shares to each Group employee

● 105,067 employees

● 2,101,340 restricted shares

Page 17: General Meeting 2014

Compensation Policy

Gérard Van Kemmel

Director, Compensation Committee

| 17

Page 18: General Meeting 2014

Composition of the Compensation Committee

18

In accordance

with the

AFEP-MEDEF Code,

more than half

the members

are independent

(3 out of 5)

● Thierry Desmarest

● Jean-René Fourtou

● Claudie Haigneré

● Christian Mulliez

● Gérard Van Kemmel, Chairman

The Compensation Committee is composed of:

Page 19: General Meeting 2014

19

Compensation

Committee

Role of the Compensation Committee

Makes recommendations and proposals to the Board on the following subjects:

Provides an opinion on the top management compensation policy

All aspects of the compensation of the CEO and the Chairman of the Board

The equity compensation policy (frequency, category of beneficiaries, performance

conditions)

Allocation of director attendance fees

The employee share-ownership policy

Page 20: General Meeting 2014

First Say on Pay Pursuant to the AFEP-MEDEF Code

20

Advisory vote on elements of compensation

due or granted to corporate officers

for the financial year ended December 31, 2013

Say

on

Pay

Chief Executive

Officer

Chairman

of the Board

Page 21: General Meeting 2014

Compensation Policy for the Chairman of the Board

21

● Annual Fixed Compensation (gross amount)

● Benefits in Kind

● No Directors’ Attendance Fee

● No Annual Variable Compensation

● No Equity Compensation

● No Compensation payable on Termination of Office

● No Pension Entitlement

Page 22: General Meeting 2014

Elements of Compensation of the Chairman of the Board in 2013

22

(in euro) Amounts due Comments

Fixed Compensation 700,000

Fixed Compensation unchanged

since his appointment as Chairman

of the Board on May 17, 2010

Benefits in Kind 8,040 Company Car

Total 708,040

Page 23: General Meeting 2014

Compensation Policy for the Chief Executive Officer

23

● Annual Fixed Compensation (gross amount)

● Annual Variable Compensation (gross amount)

● Benefits in Kind

● Equity Compensation

Options to subscribe for shares and performance shares

● Compensation payable on Termination of Office

● Pension Plan

● No Directors’ Attendance Fee

Page 24: General Meeting 2014

Elements of Compensation of the Chief Executive Officer in 2013

24

(in euro) Amounts Due Comments

Fixed Compensation 1,260,000 No variation since 2012

Variable Compensation 1,701,000

135% of his Fixed Compensation in 2013 on the basis

of four types of criteria:

●Attainment of Financial Targets compared to Budget (45%)

●Improved Performance in Research and Development (25%)

●Organizational Structure of the Group and Succession

Planning for Key Posts in the Group (15%)

●Corporate Social Responsibility (15%)

Benefits in Kind 3,976 Company Car

Page 25: General Meeting 2014

2013 Equity Compensation

25

2013 Grant 2013 Plan Conditions

● 240,000 options to subscribe for shares

● Same quantity as in 2012

● 45,000 performance shares

● 3,000 more than in 2012

● Performance conditions measured over 3 years

● 3 performance criteria:

● Business Net Income (40%)

● Return on Assets (40%) and

● Total Shareholder Return (20%)

● Lock-up obligations

● Speculative and hedging transactions forbidden

● Nearly 8,000 beneficiaries

Page 26: General Meeting 2014

Post-Office Compensation Elements of the Chief Executive Officer

26

Compensation Payable

on Termination of Office Pension Plan

● Only if the departure is non-voluntary and

linked to a change in control or strategy

● Contingent upon fulfillment of performance

criteria:

● Adjusted Net Income excluding selected items

● Operating Cash Flow

● Growth in Net Sales compared to 12 global

pharmaceutical companies

● Amounts limited to 24 months of fixed and

variable compensation

● Top-up pension may not exceed 37.5% of the

reference compensation

● Progression rate 1.5% per year of service

● Number of years of service capped at 25

● No acquired right before retirement

● Plan offered to employees of Sanofi and of its

French subsidiaries (more than 500 eligible

employees)

Page 27: General Meeting 2014

Directors’ Compensation: Attendance Fees

27

Allocation Principles

● Largest part conditioned on activity (Board and Committees’ sessions)

● Differentiated allocation rate (chairmanship, directors resident outside France)

2013

● €1.5m envelope (unchanged since 2011)

● Unchanged rates

● Stable distributed amounts

Page 28: General Meeting 2014

2013 Achievements & Outlook

Christopher A. Viehbacher

Chief Executive Officer

| 28

Page 29: General Meeting 2014

2013: A Transition Year

29

Growth

Platforms Research &

Development

End of the

Patent Cliff

● From September to

December 2013, the

underlying growth profile

of the new Sanofi

emerged

● Throughout 2013, we left

the patent cliff further

behind us

● Growth platforms now

account for 73% of sales(1)

compared to 43% in 2008

● Sanofi currently has

9 high-potential late-stage

projects(2)

● 45% of sales(3) come from

biologics and 80%

of development pipeline

projects(4) are biologics

(1) Growth Platforms include Emerging Markets, Diabetes Solutions, Vaccines, Consumer Healthcare, Animal Health, Genzyme & Other Innovative Products. In Q4 2013, sales from Growth Platforms accounted for

72.9% of Group sales

(2) Toujeo™ (U300), 6-in-1 vaccine PR5I (U.S.), alirocumab, Dengue vaccine, lixisenatide (U.S.), sarilumab, LixiLan, dupilumab, C. Diff vaccine

(3) Sales from biologics include insulins (Lantus®, Apidra®, Insuman®), Genzyme rare disease products, Lovenox®, vaccines from Sanofi Pasteur, vaccines from Merial, selected oncology products (Thymoglobulin®,

Mozobil®, Zaltrap®), Lemtrada™ and half of SPMSD sales (non-consolidated)

(4) 39 NMEs and vaccines out of a total of 49

Page 30: General Meeting 2014

Sales(1) Business

Earnings per Share(1)

Sanofi Returned to Growth in the Second Half of 2013

30

- 24.3%

-9,0%

+ 7.4%

1st half of

2013

2nd half of

2013

+ 3.5% Growth by Half

in 2013

Full-Year 2013(2)

- 4.6%

€32,951m

- 0.5%(1) €5.05

- 9.8%(1)

1st half of

2013

2nd half of

2013

(1) Evolution at Constant Exchange Rates (CER)

(2) On a reported basis, FY 2013 sales were down -5.7% and Business EPS was down -17.8%

Page 31: General Meeting 2014

Growth Platforms Grew by +6.6%(1)

in 2013,

Reaching 72.5% of Total Sales

31

+18.7%

-0.1%

+5.2%

+25.9%

-5.3%

€705m +18.8%

+4.4%

€3,716m

€6,568m

€3,004m

€2,142m

€10,957m

€1,985m

2013 Growth at CER

(1) Growth at constant exchange rates (CER)

(2) World excluding U.S., Canada, Western Europe, Japan, Australia, and New Zealand

(3) Genzyme perimeter includes Rare Diseases and Multiple Sclerosis franchises

(4) Products launched since 2009 which are not included in the Growth Platforms listed above: Multaq®, Jevtana®, Auvi-Q™, Mozobil® and Zaltrap®

Genzyme(3)

Vaccines

Other Innovative Products(4)

Diabetes Solutions

Animal Health

Emerging Markets(2)

Consumer Healthcare

Page 32: General Meeting 2014

2013 Was a Solid Year for New Approvals

and Regulatory Submissions

HoFH: Homozygous Familial Hypercholesterolemia

(1) Re-submission expected in Q2 2014

32

7 Approvals in 2013

2 Projects in Registration

Aubagio® in Multiple Sclerosis (EU)

Lemtrada™ in Multiple Sclerosis (EU)

Lyxumia® in Diabetes (EU & Japan)

Zaltrap® in Colorectal Cancer (EU)

Kynamro® in HoFH (U.S.)

Fluzone® QIV flu vaccine (U.S.)

Hexyon®/Hexacima® 6-in-1 vaccine (EU)

Cerdelga™ in Gaucher disease (EU & U.S.)

Lemtrada™ in Multiple Sclerosis (U.S.)(1)

Page 33: General Meeting 2014

Cerdelga™ (eliglustat) - A Novel Investigational Oral Therapy to

Expand Genzyme’s Gaucher Franchise

© C

hri

s K

irzeder,

Kir

zeder

Photo

gra

phy : M

ary

ze, M

ala

die

de P

om

pe, P

ays-B

as

33 A SANOFI COMPANY

400 adults

in

29 countries

● Oral therapy eliminating

infusion challenges

● Ongoing regulatory review

by health authorities in

Europe and the U.S.

Largest ever clinical

program in Gaucher

Results of the ENGAGE Study(1)

+2%

-28%

Placebo

Eliglustat

30% Absolute

Difference

p<0.0001

% change of spleen volume at 9 months

(1) See press release issued on Feb 15, 2013

Page 34: General Meeting 2014

Genzyme Is Well Positioned to Enter the $15bn

Global MS Market

34 A SANOFI COMPANY

● An innovative oral treatment

● Launched in the U.S. and

Europe

● FY 2013 sales of €166m

● Efficacy demonstrated vs.

interferon beta(1)

● EU launch rollout started in

Q4 2013

● Resubmission of application

for U.S. FDA review expected

in Q2 2014

Europe

U.S.

Europe

>2 million people with

multiple

sclerosis

worldwide

Lemtrada™ is developed in collaboration with Bayer HealthCare

(1) Rebif® (interferon beta-1a)

Page 35: General Meeting 2014

9 Late-Stage Projects Potentially Filed in 2014-2018

● Toujeo™ (U300)

● Lixisenatide

● LixiLan

35

● Sarilumab Rheumatoid Arthritis

● Dupilumab Atopic Dermatitis, Asthma

Vaccines

Immune Mediated Diseases

Diabetes

Cholesterol ● Alirocumab Hypercholesterolemia

● 6-in-1 Vaccine PR5I

● Dengue Vaccine

● Clostridium Difficile Vaccine

Page 36: General Meeting 2014

36

Promising Projects in Phase III to Strengthen Diabetes Portfolio

Dahmen R et al, ADA 2013, abstract no. 113-OR. Euglycemic clamp study in T1D in steady state

Next Generation

Basal Insulin for a Broad

Diabetes Population

Flatter PK Profile

Serum Insulin Glargine Concentration

More prolonged PD Profile

Glucose Infusion Rate

U300

Lantus®

U300

Lantus®

®

+

Combining Lantus® and

Lyxumia® in a Single Daily

Injection

Toujeo™ U300

Lixi

Lan

Page 37: General Meeting 2014

37

Vaccine Candidates in Phase III Addressing

Major Public Health Challenges

(1) Dengue and severe dengue; WHO Fact Sheet No. 117 updated Sep. 2013 http://www.who.int/mediacentre/factsheets/fs117/en/index.html

(2) Centers for Disease Control and Prevention

First-in-class Dengue Vaccine -

2.5 billion People at Risk(1)

Vaccine Preventing Primary

Symptomatic Clostridium

Difficile Infections (CDI)

Dengue C. Diff

● A growing global threat

● 100 million symptomatic dengue cases worldwide per year(1)

● 500,000 people with severe dengue requiring hospitalization

● 2.5% of people with severe dengue die

● An ambitious development program

● First Phase III study in Asia met its primary endpoint

● 56% reduction of dengue disease cases

● Results of second Phase III study expected in H2 2014

● Most common cause of healthcare associated infections in developed countries(2)

● Targeted patients at high risk of CDI

● Elderly with antibiotic use, planned at-risk admissions to hospital and long-term care facilities residents

● Ongoing Phase III program

● Expected to be completed by end 2017

Page 38: General Meeting 2014

38

Alirocumab: Targeting Hypercholesterolemic Patients at High

CV Risk with Unmet Needs(1)

PCSK9: proprotein convertase subtilisin/kexin type 9, an enzyme that can contribute to elevated LDL-C levels through degradation of LDL-C receptors

(1) Source: Internal analysis of patients at high cardiovascular (CV) risk: Statin intolerant patients at high risk, diabetes patients with 2 risk factors with our without CV events, secondary prevention without

diabetes, patients with Heterozygous Familial Hypercholesterolemia (HeFH)

(2) ODYSSEY MONO is the first study to report data from the Phase III ODYSSEY program, results presented at the American College of Cardiology meeting from March 29-31, 2014. Also see press release

issued on October 16, 2013.

● Fully human anti-PCSK9

monoclonal antibody

co-developed with

Regeneron

● Global Phase III

program ongoing

with 14 clinical studies

21.6

million

patients

potentially

concerned(1)

Projections for 2016 Patients at high

cardiovascular risk and not at goal

for LDL-C

ODYSSEY MONO(2) - Mean LDL-C Change

- 15.6%

- 47.2%

ezetimibe

alirocumab

p<0.0001

% Change at Week 24

Page 39: General Meeting 2014

39

Sarilumab: A New Biologic Molecule Developed for Patients

with Rheumatoid Arthritis (RA)

IL-6R – Interleukin-6 receptor contributing to the inflammatory mechanism of RA

ACR – American College of Rheumatology score (ACR20 –20% improvement; ACR50 - 50% improvement; ACR70 – 70% improvement)

(1) Sources: IMS data Q3/2012 – Q3/2013, Decision Ressources, Treatment Trends® Rheumatoid Arthritis (US) 2013

(2) See press release issued on Nov 22, 2013

● Fully human monoclonal

antibody targeting IL-6R,

co-developed with

Regeneron

● First positive Phase III

results in

moderate-to-severe RA

(SARIL-RA-MOBILITY)

$18bn RA

biologic market(1)

SARIL-RA-MOBILITY - Signs & Symptoms(2)

17.0

33.0

Sarilumab

200 mg + MTX

20.0* 25.0*

46.0*

37.0*

58.0*

66.0*

Sarilumab

150 mg + MTX

Placebo + MTX

7.0

ACR20**

ACR70

ACR50

MTX: methotrexate

* p<0.0001 vs. placebo

** Primary endpoint

ACR Response at Week 24 (% of Patients)

Page 40: General Meeting 2014

40

Dupilumab: Named “Clinical Advance of the Year 2013”(1)

● Fully human monoclonal

antibody targeting IL-4Rα,

co-developed with

Regeneron

● Ongoing Phase II studies

● Positive results in

Phase IIa studies in two

indications:

● Atopic Dermatitis

● Asthma

● Ongoing Phase IIa study

in Nasal Polyposis

IL-4Rα: subunit of the interleukin 4 receptor contributing to the mechanisms inducing atopic dermatitis and certain categories of asthma

(1)Named “Clinical Advance of the Year 2013” by Scrip Intelligence

(2)Study published in the New England Journal of Medicine (NEJM), see press release issued on May 21, 2013

Asthma Phase IIa Study(2)

44.2%

87% reduction p<0.001

5.8%

Placebo Dupilumab

Atopic Dermatitis

Asthma Exacerbations (% of Patients)

Page 41: General Meeting 2014

Outlook for 2014

● New product launches are underway or

imminent in most of Sanofi's core businesses

and several high potential R&D projects

progressed in 2013

● The creation of growth platforms and the

evolution of our R&D pipeline have effectively

transformed Sanofi into a major

biopharmaceutical player

● Growth Platforms now account for

73% of sales

(1) FY 2013 Business EPS of €5.05 41

1

2

3

2014

business EPS

is expected to be

between 4% to 7%

higher than 2013

at CER(1), barring major

unforeseen adverse

events

Page 42: General Meeting 2014

Financial Performance

Jérôme Contamine

Executive Vice President, Chief Financial Officer

| 42

Page 43: General Meeting 2014

43

FY 2013 Reflects Patent Cliff and Operational Issues

in First 8 Months and Return to Growth in Last 4 Months

€m FY 2013 FY 2012 % Change (reported €)

% Change (CER)

Net sales 32,951 34,947 -5.7% -0.5%

Other revenues 355 1,010 -64.9% -63.9%

Gross profit 22,324 24,882 -10.3% -4.8%

Business operating income 9,324 11,448 -18.6% -11.1%

Effective tax rate 24.0% 25.5% - -

Business net income 6,687 8,101 -17.5% -9.6%

Business EPS

€5.05(1) €6.14 -17.8% -9.8%

Business EPS at CER of €5.54 in 2013

CER: Constant Exchange Rates

(1) FY 2013 Business EPS at CER was €5.54. The negative FX impact on Business EPS was €0.49 in 2013

Page 44: General Meeting 2014

Controling Costs While Investing in R&D and the

Launch of New Products

44

2013 2012 2013 2012 2013 2012

33.4% of

sales

14.5% of

sales

26.1% of

sales

€8,602m

€4,770m

€10,982m €11,075m

€4,905m

€8,929m

Cost of Sales (€m) R&D Expenses (€m) SG&A Expenses (€m)

Page 45: General Meeting 2014

● 2014 savings will come mainly from manufacturing (CoS)

● Savings are expected to be reinvested in pre-launch and launch costs

and late-stage R&D programs

45

● 85% of the €2bn cost reduction program(1) has been achieved in the last two years

● Over half of the savings have been reinvested in growth platforms,

in product launches and late-stage clinical trials

Ongoing Cost Savings Program of €2bn

Is Expected to Be Completed by 2014

2012 + 2013

2014

(1) At CER, before inflation and tax on a constant structure basis

Page 46: General Meeting 2014

From Business Net Income to Consolidated Net Income

46

€m FY 2013 FY 2012(1) % Change (reported €)

Business net income 6,687 8,101 (17.5%)

Amortization of intangible assets (2,914) (3,291)

Impairment of intangible assets (1,387) (117)

Fair value remeasurement of contingent consideration liabilities 314 (192)

Expenses arising on the workdown of acquired inventories (8) (23)

Restructuring costs (300) (1,141)

Tax effect on the items listed above & other tax items 1,480 1,580

Other tax items(2) (109)

Share of items listed above attributable to non-controlling interests 4 3

Restructuring costs and expenses arising from the impact of acquisitions

on associates and joint ventures (50) (31)

Net income attributable to equity holders of Sanofi 3,717 4,889 (24.0%)

(1) Including impact of transition to IAS19R

(2) In 2013, including a tax on dividends paid to shareholders of Sanofi

Page 47: General Meeting 2014

Net Debt Dec 31, 2013 Other

€355m

Acquisitions,

Licensing, Net

of Disposals

€151m

Dividend Payment

€3,638m

Share Repurchase

€1,641m

Proceeds from

Issuance of Shares

€1,004m

CapEx

€1,198m

Net Cash from

Operating Activities

Net Debt Dec 31, 2012

Net Debt Was Reduced by €1.7bn to €6.0bn in 2013

Tight Control over WCR and CapEx

47

(1)

(2)

€7,719m

€6,043m

€7,655m

(1) (3)

Net Debt (in €m)

FCF

€6,457m

WCR: Working Capital Requirement

(1) Including derivatives related to the financial debt +€431m at Dec 31, 2012 and +€290m at Dec 31, 2013

(2) Excluding Restructuring costs

(3) Other including Restructuring costs

Page 48: General Meeting 2014

2013 2012 2011 2010

Targeted Investments in 2013

48

Major Investments in 2013

€1,198m €1,261m

€1,644m

€1,402m ● Genzyme: major investments in Cerezyme® and

Fabrazyme® production sites in the United States

● UCI: investment in 4 industrial sites in France for

the production of hydrocortisone by an innovative

biosynthetic process

● Information Solutions: investments in global

infrastructure on multiple sites

● Insulin production: investments in the Frankfurt

site to ensure U.S. FDA compliance

CapEx Evolution

Page 49: General Meeting 2014

A Strong Balance Sheet

6.0

- 5.8

- 0.4

+ 1.9

- 0.5

- 3.6

+ 0.2

- 1.7

52.5

19.6

5.6 8.3

57.0

14.7

14.3

49

+ 0.4

December 31, 2013 In €bn Change vs.

December 31, 2012

ASSETS

LIABILITIES &

EQUITY

Net Debt (A-B)

Intangible assets

Other non-current assets

WCR

Net cash (B)

Equity attributable

Provisions and other

non-current liabilities

Financial debt (A)(1)

(1) Including interest rate and currency derivatives used to hedge debt

Page 50: General Meeting 2014

Q1 2014

-€0.11

FX Incremental

EPS at CER Q1 2013

+€0.07

Net Sales Business EPS

In Q1 2014 Sanofi Delivered Top and Bottom Line Growth at CER

50

(1) CER: at constant exchange rates. On a reported basis, Q1 2014 sales were down -2.7% and Business EPS was down -3.3%

(2) With retroactive application of IFRIC21

+5.8% at CER(1)

Incremental

Sales at CER Q1 2014 Q1 2013 FX

+€280m -€497m

+3.5% at CER(1)

€8,059m

€7,842m

€1.21

€1.17

(2)

Page 51: General Meeting 2014

● Mobile application dedicated to Sanofi’s financial news

● Available in the App Store and on Google Play

● Publications for individual shareholders

● Shareholder Handbook

● Letter to Shareholders

● Fact Sheet

● A rich and useful Website

● With a dedicated section for individual shareholders www.sanofi.com/shareholders

Transparent Information for our Shareholders

51

Page 52: General Meeting 2014

© F

rederi

c C

irou / P

hoto

Alto / G

raphic

Obsessio

n

Organizing Regular Meetings

● 6 shareholder meetings in France in 2014

● March 27: Mulhouse

● May 26: Strasbourg

● June 10: Lyon

● September 16: Nice

● September 25: Dijon

● December 15: Biarritz

● Presence at Actionaria shareholder exhibition

● November 21-22: Palais des Congrès, Paris

● Individual Shareholders Committee

● 10 members meeting 4 times/year

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General Meeting 2014

Questions & Answers

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Page 54: General Meeting 2014

General Meeting 2014

Vote on the Resolutions

| 54