2016 Shareholder handbook - Sanofi · PDF file2 - sanofi - 2016 shareholder handbook message from the chairman a global healthcare leader, sanofi has set new strategic priorities to

2016 EDITION

SHAREHOLDER HANDBOOK

CONTENTS

02 Message from the Chairman

03 Board of Directors

04 2015 key fi gures

STRATEGY

06 Interview with the Chief Executive Offi cer

08 Four strategic priorities

09 Research & Development

10 Refocusing on key businesses

MANAGING SANOFI SHARES

18 Becoming a Sanofi shareholder

20 Purchase or transfer of Sanofi shares

21 American depositary receipts program

22 ADR dividends

23 How may ADR holders vote

at general meetings

31 Contacts

SANOFI SHARES

12 Factsheet

14 Sanofi ownership structure

15 Dividend increase

16 Stock market performance

BEING A SANOFI SHAREHOLDER

24 Sanofi at your service

26 Learn more about Sanofi

28 Participate in general meetings

30 Your agenda

SANOFI - 2016 SHAREHOLDER HANDBOOK - 1

5 REASONSTO BE A SANOFI SHAREHOLDER

A GLOBAL HEALTHCARE

LEADERLeading products in Diabetes, Vaccines, Rare Diseases and Multiple Sclerosis.

Leadership positionsin Consumer Healthcareand Emerging Markets.

INNOVATIVE RESEARCH &

DEVELOPMENTAt the heart of our new

strategic roadmap.

A wave of new product launches,meeting unsatisfi ed

medical needs.

SOLID FINANCIAL

PERFORMANCETargeted investments

to sustain growth while maintaining fi nancial discipline.

CONSISTENTDIVIDEND INCREASE

FOR 22 YEARS

2015 dividend: €2.931

Strong commitmentto regular shareholder

returns.

A RESPONSIBLE COMPANY

Focused on patients’ needsand committed to improving

access to healthcare for all peopleacross the globe.

1 - Dividend submitted for approval at the shareholders’ general meeting on May 4, 2016.

Disclaimer: the information presented in this section is not an offer or a solicitation of an offer to buy, to sell or to subscribe for any Sanofi securities.This information shall not constitute a solicitation to invest.

2 - SANOFI - 2016 SHAREHOLDER HANDBOOK

MESSAGEFROM THE CHAIRMAN

A GLOBAL HEALTHCARELEADER, SANOFI HAS SETNEW STRATEGIC PRIORITIESTO BUILD ON ITS STRENGTHS AND MEET INDUSTRYCHALLENGES.

DEAR SHAREHOLDERS,2015 was an important year for Sanofi , fi rst of all with the arrival of a new Chief Executive Offi cer, Olivier Brandicourt, who brings his dual medical and pharmaceutical experience to the company. In addition, our business showed solid growth and we saw the launches of three major products - Toujeo®, Praluent® and Dengvaxia® -as well as the regulatory submissions of three other medicines. Furthermore, several new research partnerships were signed in Oncology and Diabetes.

Sanofi has valuable assets which enable us to take advantage of the opportunities that are arising for the pharmaceutical industry. The global population is growing and aging. Unmet medical needs remain high and a rising middle class in Emerging Markets are demanding better care. Research & Development (R&D) productivity has increased and it is a particularly exciting time scientifi cally.

At the same time, we are clear about the challenges we face. Economic growth in Emerging Markets has slowed. Affordability is a key concern globally, with pricing and reimbursement pressure from payers in developed markets. In the U.S. market in particular, we are facing lower insulin prices that impact sales of our Diabetes franchise.

In th i s chang ing envi ronment , we are focus ing our innovation and diversification strategy on two requirements. In terms of innovation, we must provide a real response to pathologies that are inadequately treated, or not treated at all. Regarding diversifi cation, it must help to further the growth of the company on those businesses that are less determined by the innovation cycle, and that contribute significantly to the development ofthe company, both in terms of growth and profi tability.

The new strategic roadmap, announced in November 2015 by Olivier Brandicourt, is based on four pillars: reshape our activities to improve market penetration, strengthen our R&D pipeline to ensure long term growth, simplify our organization to guarantee greater effi ciency and responsibility of our teams, and excel in launches of new medicines and vaccines.

This strategy will allow us to build on our strengths and to renew our commitment to protect health and improve lives of patients around the world.

Thank you for your trust and continuing loyalty.

SERGE WEINBERG, CHAIRMAN OF THE BOARD OF DIRECTORS


BOARDOF DIRECTORS

LAURENTATTAL

ROBERT CASTAIGNE*

PATRICK KRON*

CHRISTIAN MULLIEZ

UWEBICKER*

CLAUDIE HAIGNERÉ*

SUET-FERNLEE*

KLAUSPOHLE*

BONNIE L. BASSLER*

JEAN-RENÉ FOURTOU*

FABIENNE LECORVAISIER*

CAROLE PIWNICA*

* Independent director

The Board of Directors is composed of 14 members, 11 of whom are independent. The Board seeks to ensure a balanced representation of men and women and diversity of country of origin and expertise, in particular in the scientifi c and pharmaceutical fi eld.

On May 4, 2016, the Board of Directors will submit the appointment of two new independent directors - Diane Souza and Thomas Südhof - to the approval of the shareholders’ general meeting. Uwe Bicker, Jean-René Fourtou and Klaus Pohle did not express any wish tobe reappointed.

For further information on the Board and Directors, please visit:sanofi .com/Board

SERGE WEINBERG*Chairman of the Board of Directors

OLIVIER BRANDICOURTChief Executive Offi cer

http://sanofi.com/Board


IN MORE THAN

100 COUNTRIES

2015KEY FIGURES

MORE THAN

110,000 EMPLOYEES

AGGREGATEGROUP SALES 1

BUSINESS NET INCOME 3

BUSINESS EARNINGS PER SHARE (BUSINESS EPS) 3

+9.7%GROWTH 2014/2015 2

+7.7%GROWTH 2014/2015 2

+8.5%GROWTH 2014/2015 2

€32,951M

€33,770M

€37,057M

2013

2014

2015

2013

2014

2015

€6,686M

€7,371M

€6,847M

€5.05

€5.20

€5.64

2013

2014

2015

1 - Including Animal Health Business which is reported on a single line in the consolidated income statements in accordance with IFRS 5(Non-current held for sale and discontinued operations).

2 - Growth rates are expressed on a reported basis. At constant exchange rates, Aggregate Group Sales were up 2.2%, Business Net Incomewas down 0.9%, Business EPS was stable.

3 - For defi nitions of fi nancial indicators, please consult the press release issued on February 9, 2016.

AGGREGATE

GROUP SALES1

€37,057M


AGGREGATE GROUP SALES BY GEOGRAPHIC REGION

VACCINES

€4,743M12.8%

PHARMACEUTICALS

€29,799M80.4%

ANIMAL HEALTH

€2,515M6.8%

SALES BY BUSINESS

Latin America€3,305M

Africa and Middle East€2,319M

Eastern Europe, Russia & Turkey€2,429M

Asia€3,732M

36.2% UNITED STATES €13,406M

32.4% EMERGING MARKETS1

€12,014M

21.7% WESTERN EUROPE 2

€8,026M

1 - World excluding United States and Canada, Western Europe, Japan, South Korea, Australia and New Zealand.2 - France, Germany, UK, Italy, Spain, Greece, Cyprus, Malta, Belgium, Luxembourg, Portugal, Netherlands, Austria, Switzerland, Sweden, Ireland, Finland,

Norway, Iceland, Denmark.3 - Japan, Canada, South Korea, Australia and New Zealand.

9.7% REST OF

THE WORLD 3

€3,611M


INTERVIEWWITH THE CHIEF EXECUTIVE OFFICER

STRATEGY

❚ YOU HAVE NOW BEEN THE CEO OF SANOFI FOR A LITTLE OVER A YEAR. WHAT WERE YOUR FIRST PRIORITIES?

I joined Sanofi on April 2, 2015, and I am proud to assume the function of Chief Executive Offi cer of a company that is a global healthcare leader, focused on patients’ needs. Through my life as a doctor, a healthcare professional and a global business leader, I have remained committed to improving patients’ access to treatments and delivering better health outcomes. Naturally, I found this commitment and these values at Sanofi : whether saving millions of lives through vaccination programs or providing hope and solutions to the few patients with rare diseases.

I arrived at an important time for the company, which was preparing for the launch of major new products. Even before I thoroughly assessed the opportunities and challenges we face, my fi rst priority was clear: maximizing the value of our innovative product portfolio and further establishing Sanofi as a leading pharmaceutical company.

After meeting with many Sanofi colleagues to clarify what we must do to succeed, we have identified with

the Executive Committee the key challenges we face, notably a portfolio with a broad set of businesses, a competitive environment, loss of exclusivity for certain products, and pressure on margins as we fund product launches and pipeline expansion.

❚ WHAT WERE THE KEY ACCOMPLISHMENTSOF YOUR FIRST YEAR, LEADING THE COMPANY?

Since April 2015, we have made meaningful progress on our way to sustainable growth. We launched three new products: Toujeo®, Praluent® and Dengvaxia®. Toujeo®, our next generation insulin is already available in more than 20 countries. For Praluent®, we achieved good progress in U.S. market access for hypercholesterolemic patients, but U.S. payer restrictions limit the use of the drug at this point. The approval of Dengvaxia®, the fi rst ever dengue vaccine, is a historic milestone for our company and the populations who live at risk of contracting this disease. In April, we launched the first vaccination campaign in the Philippines, one of the countries with the highest incidence of dengue.

AFTER A YEAR OFTRANSFORMATIONAND STRATEGIC REVIEW,2016 MARKS THE BEGINNINGOF THE IMPLEMENTATIONOF OUR NEW ROADMAPFOR 2020. OLIVIER BRANDICOURT, CHIEF EXECUTIVE OFFICER


STRATEGY

As for Research & Development, we have submitted three new products for regulatory review to the FDA in the United States and strengthened our pipeline by concluding new R&D alliances in Diabetes and Oncology, in part icular in the promis ing field of Immuno-Oncology. These alliances come in addition to key collaborations for monoclonal antibodies with Regeneron and in Rare Diseases with Alnylam.

Finally, we started to simplify our organization and developed our strategic roadmap for 2020. In December, we announced that we are in exclusive negotiations with Boehringer Ingelheim on a business swap: we plan to acquire their Consumer Healthcare business and sell them our Animal Health business. The proposed deal would allow us to become a leader in the growing and yet highly fragmented global Consumer Healthcare market.

❚ COULD YOU PLEASE SHARE WITH US THE HIGHLIGHTSOF YOUR STRATEGIC PRIORITIES FOR 2020?

We have identifi ed four strategic priorities for Sanofi in the context of an increasingly competitive pharmaceutical environment and after a thorough business review process.

The first strategic pil lar is based on reshaping the portfolio, focusing on human health. The company will remain diversified, but with a portfolio refocused on innovation driven areas where we have the advantage of a strong experience – Diabetes & Cardiovascular Disease, Vaccines, Rare Diseases and Emerging Markets – and on areas where we want to build competitive positions – Multiple Sclerosis, Oncology, Immunology and Consumer Healthcare. The important agreement signed with Boehringer Ingelheim, under which we plan to exchange our Animal Health business and their Consumer Healthcare business, is a key step in the implementation of this strategy.

Our second strategic priority is to deliver outstanding launches of new medicines and vaccines. We are taking clear measures to ensure the successful launch of a strong set of new products, as demonstrated with Toujeo®, Praluent® and Dengvaxia®. We also prepare for the future launches of sarilumab in rheumatoid arthritis, dupilumab in atopic dermatitis and the combination insulin glargine/lixisenatide (LixiLan) in Diabetes.

True to our historical commitment to bring innovative treatments to patients, our third pillar is strengthening innovation in R&D. Our medicines and vaccines must make a real difference for the physicians who prescribe them, for the payers who reimburse them and especially for the patients, who eventually benefi t from better care. In 2016, we will continue to allocate signifi cant resources to our promising late-stage pipeline and also to the introduction of innovative medicines which will position us for accelerated future growth.

Our final st rategic pr ior i ty i s to dr ive focus and simplification within our organization, and to enhance accountability within our teams. The implementation of fi ve Global Business Units will notably allow us to be more effective in our execution across R&D and commercial, helping us to bring new products to market more quickly.

After a year of transformation and strategic review, 2016 marks the beginning of the implementation of our new roadmap for 2020. We are entering a new era and reconfirming our commitments: further protecting the health of millions of people around the world, progressing science and creating value for our shareholders.

OUR MEDICINES ANDVACCINES MUST MAKEA REAL DIFFERENCEFOR THE PHYSICIANSWHO PRESCRIBE THEM,FOR THE PAYERSWHO REIMBURSE THEMAND ESPECIALLYFOR THE PATIENTS, WHO EVENTUALLY BENEFIT FROM BETTER CARE.


FOUR STRATEGIC PRIORITIES

RESHAPE THE PORTFOLIO DELIVER OUTSTANDINGLAUNCHES OF NEW PRODUCTS

• Sanofi ’s growth will be notably driven by launchesof 6 new medicines and vaccines

SUSTAIN INNOVATIONIN RESEARCH & DEVELOPMENT

• Continue to strengthen R&D pipeline

• Foster existing R&D collaborations and increase capacity for external innovation

SIMPLIFY THE ORGANIZATION

• Move to fi ve Global Business Units since January 20163

• Reshape plant network to match business evolution

• Expected cost reduction

1 - Subject to the signature of defi nitive agreements and appropriate regulatory approvals.2 - Excluding Boehringer Ingelheim CHC business in China.3 - Defi nitive implementation of the new structure is subject to mandatory labor consultations.

First key step to reshape the portfolio

In December 2015, Sanofi and Boehringer Ingelheim announced that the companies have entered into exclusive negotiations1 to exchange Sanofi Animal Health business and Boehringer Ingelheim Consumer Healthcare Business2.Sanofi would become a global leader in Consumer Healthcare.

• Sustain Sanofi ’s leadership in Diabetesand Cardiovascular Disease, Vaccines, Rare Diseasesand Emerging Markets

• Build competitive positions in Multiple Sclerosis, Oncology, Immunology and Consumer Healthcare

• Explore strategic options for Animal Healthand European Generics businesses

STRATEGY


STRATEGY

FURTHER EXPANDING THE RESEARCH & DEVELOPMENT PIPELINE

Focus onbiological products

Products can be referred to as “biologics” when they are derived from natural sources, including products manufactured within living cells. Most biologics are complex molecules or mixtures of molecules which are diffi cult to characterize and require physico-chemical-biological testing, and an understanding of and control over the manufacturing process. The concept of “generics” is not scientifi cally appropriate for biologics due to their high level of complexity and therefore the concept of “biosimilar” products is more appropriate.

EXTERNAL INNOVATION AT SANOFI

Sanofi has a number of key collaborations in R&D,most notably with Regeneron for monoclonal antibodies and in Immuno-Oncology, with Alnylam in Rare Diseases, and more recently with Lexicon and Hanmi in Diabetes. These collaborations are an important part of our R&D strategy.

Continued innovation in R&D isat the heart of our strategy. Sanofi will continue to strengthen its R&D pipeline, to respond to patients’ needs and to provide them with adapted therapeutic and preventive solutionsin order to improve their well-beingand extend their lives.

€5.3 BN INVESTED IN R&D

IN 201514.2 % OF AGGREGATE GROUP SALES

• OBJECTIVE OF INCREASING ANNUAL R&D INVESTMENTS UP TO €6 BN BY 2020

46 PROJECTS(new molecular entities and vaccine candidates)

IN THE R&D PIPELINE AT THE BEGINNING OF FEBRUARY 2016

• 14 WERE IN ADVANCED PHASES ORHAD BEEN SUBMITTED TO REGULATORY AUTHORITIES FOR APPROVAL

• PART OF BIOLOGICAL PRODUCTS: 85%

• EXTERNAL INNOVATION: > 65 %

SIX MAJOR LAUNCHES EXPECTEDTO GENERATE SUBSTANTIAL COMBINED SALES

1

1 - LixiLan is a project name and is not the intended brand namefor the combination of insulin glargine and lixisenatide.


STRATEGY

REFOCUSINGON KEY BUSINESSES

The implementation of the new organizational structure focused on fi ve Global Business Units (GBUs) has been underway sind January 2016. This enhanced specialization should optimize our future growth.

DIABETES AND CARDIOVASCULAR DISEASE

Sanofi remains committed, for the long term, to fi ghting the global epidemic of Diabetes and to treating Cardio-vascular Disease, the leading cause of death globally. We have taken concrete steps to strengthen our pipeline and develop services to improve care and outcomes for people with diabetes, in part through collaborations with innovative partners such as Verily (formerly Google Life Sciences).

No. 1 selling insulin brand worlwide

Launching the next generation of basal insulin

A new therapeutic option for hypercholesterolemic patientsat high cardiovascular risk,developed jointly with Regeneron

2015 SALES

€6.5 BN17.5% OF AGGREGATE GROUP SALES

GENERAL MEDICINES AND EMERGING MARKETS

Sanofi has created a GBU comprising EstablishedPrescription Products that account for nearly one third of Group sales, Generics, Consumer Healthcare, andall pharmaceutical businesses in Emerging Markets.

2015 SALES

€19 BN51.3% OF AGGREGATE GROUP SALES

❚ EMERGING MARKETS

Sanofi is a leader in Emerging Markets, due to its historical presence and balanced geographical footprint.

❚ CONSUMER HEALTHCARE

Our aim is to achieve leadership by maximizing the value of existing brands and building scale through bolt-on acquisitions (see proposed business swap with Boehringer Ingelheim on page 8).


STRATEGY

SPECIALTY CARE –SANOFI GENZYME

ANIMAL HEALTH – MERIAL

Sanofi announced in November 2015 that it would explore strategic options for its Animal Health business. Despite its good performance, the Animal Health business is not considered core to the strategy of the Group, refocused on human health. In December 2015, Sanofi and Boehringer Ingelheim entered into exclusive negotiations to exchange Merial and Boehringer Ingelheim Consumer Healthcare Business (see page 8).

2015 SALES


The GBU Sanofi Genzyme consists of Sanofi ’s medicines in Rare Diseases, a key area where we intend to sustain our leadership, notably through our unique patient-centered approach, Multiple Sclerosis, Oncology and Immunology.

❚ ONCOLOGY

Sanofi is rebuilding its oncology portfolio, in particular through partnerships in the promising field of Immuno-Oncology.

❚ IMMUNOLOGY

Sarilumab (rheumatoid arthritis) and dupilumab (atopic dermatitis and severe asthma, as lead indications), developed in collaboration with Regeneron, represent the cornerstones of our promising new Immunology franchise.

2015 SALES


With these key products,Sanofi has built a new,fast growing franchisein Multiple Sclerosis.

VACCINES –SANOFI PASTEUR

Sanofi Pasteur is a world leader in the vaccine industry, offering one of the broadest range of vaccines. Over the next f ive year s , we expect to outgrow the market in vaccines.Our g rowth w i l l be driven by Dengvaxia®, and our leading products in fl u, pediatric combinations, and boosters.

2015 SALES


Launching the world’s fi rst vaccinefor the prevention of dengue.


SANOFI SHARES

FACTSHEET

LISTING ON EURONEXT PARIS, COMPARTMENT A(CONTINUOUS TRADING)

• Par value: ........................................................................... €2• Mnemonic: ........................................................................ SAN• ISIN code: .......................................................................... FR 0000120578• SRD (deferred settlement service): ................................. Eligible• PEA (French personal equity plans): ............................... Eligible

LISTING ON THE NEW YORK STOCK EXCHANGE IN THE FORM OF ADS s1

• Trading symbol: ................................................................. SNY• CUSIP number: ................................................................... 80105N105000• Sponsoring and administration of ADSs: .................... JPMorgan Chase Bank

INDICES

Sanofi shares are included in the main French, European and U.S. indices, in particular:CAC 40, Dow Jones Euro Stoxx 50, MSCI Pan-Euro Index, NYSE International 100.

Sanofi shares are also included in the main non-fi nancial rating indices:

• Dow Jones Sustainability Index World: reference index in sustainable development• FTSE4Good (Financial Times Stock Exchange)• ATM Index (Access to Medicines)

1 - American Depositary Shares: One ordinary share corresponds to two ADSs.


SANOFI SHARES

KEY FIGURES

1 - During trading session

2011 2012 2013 2014 2015

Closing share price at December 31 €56.75 €71.39 €77.12 €75.66 €78.60

Highest share price1 €56.82 €72.38 €87.03 €89.95 €101.10

Lowest share price1 €42.85 €53.20 €65.91 €68.29 €72.94

Weighting in the CAC 40 indexat December 31 11.09% 12.20% 10.93% 10.51% 9.63%

MARKET CAPITALIZATION AT DECEMBER 31

€103bn

2011 2012 2013 2014 2015

€100bn€102bn€95bn

€76bn

2 1 2 2 1

Ranking in the CAC 40 index at December 31

2011 2012 2013 2014 2015


SANOFI SHARES

SANOFI OWNERSHIP STRUCTURE AS OF DECEMBER 31, 2015

SHARES

SHARES BY GEOGRAPHIC ORIGIN VOTING RIGHTS 2

The difference between the percentage of shares and the percentageof voting rights is due to the existence of double voting rights andthe fact that treasury shares held by Sanofi do not have voting rights.

• Public: 81.4%

• L’Oréal: 16.4%

• Employees 1: 2.2%

1,445,096,038TOTAL NUMBER OF REAL VOTING RIGHTS

• France: 35.7%

• United States: 31.6%

• United Kingdom: 12.6%

• Rest of Europe: 7.1%

• Asia: 3.8%

• Germany: 3.5%

• Rest of the world: 3.2%

• Switzerland: 2.5%

INDIVIDUAL SHAREHOLDERS,EMPLOYEES INCLUDED, HOLD

7.2% OF SANOFI SHARES,

REPRESENTING APPROXIMATELY

€7.0 BNOF SHARE CAPITAL

• Non-French institutional: 62.0%

• French institutional: 13.6%

• L’Oréal: 9.1%

• Individual shareholders: 5.9%

• Employees 1: 1.3%

• Treasury shares: 0.3%

• Miscellaneous: 7.8%

1,305,696,759NUMBER OF SHARES OUTSTANDING

1 - Shares held via Sanofi employee share ownership plans. 2 - Based on the total number of real voting rights as of December 31, 2015.


SANOFI SHARES

1 - Dividend submitted for approval at the shareholders’ general meeting on May 4, 2016.

22 CONSECUTIVE YEARS OF DIVIDEND INCREASE

When the Board of Directors approves the annual fi nancial statements,it proposes that a portion of profi tsfor the year be paid to shareholders as a dividend. The amount of the proposed dividend is submittedfor approval by the shareholdersat the general meeting.

Fully registered shareholders will be paid their dividend automatically by BNP Paribas Securities Services, while holders of administered registered shares or bearer shares will be paid their dividend by the fi nancial intermediary that manages their shares.

2000 €0.44

2001 €0.66

2002 €0.84

2003 €1.02

2004 €1.20

2005 €1.52

2006 €1.75

2007 €2.07

2008 €2.20

2009 €2.40

2010 €2.50

2011 €2.65

2012 €2.77

2013 €2.80

2014 €2.85

€2.93 12015

TRENDS IN DIVIDEND PER SHARE

May 4, 2016 Shareholders’ general meeting

May 10, 2016 Ex-date The opening share price on May 10 will

be reduced by the amount of the dividend.

May 11, 2016 Record date All shares recorded on May 11 are entitled

to receive the 2015 dividend.

May 12, 2016 Payment of the dividend Shareholders will receive their dividend in the

following days depending on treatment time.

For information on ADR dividends, please see page 22.

2015 DIVIDEND

€2.931

Key dates for ordinary shares


SANOFI SHARES

STOCK MARKET PERFORMANCE

SANOFI SHARE PRICE HISTORY OVER 5 YEARS

Euronext Paris, from January 1, 2011 to April 8, 2016

New York Stock Exchange, Sanofi ADS price from January 1, 2011 to April 8, 2016

CAC 40 rebased on the Sanofi share price.Source: Bloomberg

Dow Jones Industrial Average rebased on the Sanofi ADS price.Source: Bloomberg

100

90

80

70

60

50

40

30Jan 11 Jan 12 Jan 16Jan 14Jan 13 Jan 15

SANOFI+56%

CAC 40+13%

60

55

50

45

40

35

30

25

DJI+52%

SANOFI+31%

Jan 11 Jan 12 Jan 16Jan 14Jan 13 Jan 15


SANOFI SHARES

2011 4.7%

2012 3.9%

2013 3.6%

2014 3.8%

3.7%2015

TRENDS IN NET DIVIDEND YIELDOVER 5 YEARS 1

THE SANOFI DIVIDEND HAS BEEN INCREASING FOR 22 CONSECUTIVE YEARS. AT THE BEGINNING OF THE YEAR, WE CONFIRMED ONCE AGAIN OUR COMMITMENT TO REGULAR SHAREHOLDER RETURNS.

JÉRÔME CONTAMINE,EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER

TotalShareholder Return

Total shareholder return indicates the total return of the Sanofi share to an investor over a given holding period.

It takes into account all dividends paid during that periodas well as net share price change.

INITIAL CAPITAL INVESTED IN SANOFI SHARES

X 2OVER A 5 YEAR PERIOD

(FROM 12/31/2010 TO 12/31/2015)

SHARE PRICE CHANGE: ................ +64%

TOTAL RETURN (DIVIDENDS REINVESTED) .......... +100%

ANNUALIZED TOTAL RETURN(DIVIDENDS REINVESTED) ......... +14.8%

Source: vwdgroup

1 - Net dividend yield at December 31.



BECOMINGA SANOFI SHAREHOLDER

Sanofi ordinary shares can be held as:• bearer shares - deposited with your fi nancial intermediary,• administered registered shares - deposited with your fi nancial intermediary

and recorded in the books of Sanofi ,• fully registered shares - deposited with and administered by BNP Paribas

Securities Services (BP2S), appointed by Sanofi .

FULLY REGISTERED ADMINISTERED REGISTERED BEARER

Buy or sell Sanofi sharesWith BP2S (see details on next page) With your fi nancial intermediary

Hold shares in a single securities account Impossible Possible

Custody andadministration fees Free According to your fi nancial intermediary

Brokerage fee andbank commission

Preferential rates (see details on next page) According to your fi nancial intermediary

Shareholder information Automatic sending of the Shareholder letter and handbook Documents sent onlyon request

Invitation to general meetings Automatic sending by BP2S

You must contact your fi nancial intermediary

Voting rightsDouble voting rights once you have held your sharesfor at least two years

One vote for each share held

Dividend Paid by BP2S Paid by your fi nancial intermediary

Tax reporting formSent by BP2S foryour Sanofi shares only

Sent by your fi nancial intermediary for all your shares

HOW TO HOLD SANOFI ORDINARY SHARES



REGISTERED SHARES

Whether your shares are fully registered or administered registered shares, you enjoy a number of benefi ts:

• we send you publications specifically intended for individual shareholders;

• notices of general meetings are automatically sentto you by postal mail or e-mail, if you have chosen the e-convocation;

• all registered shares held for at least 2 years enjoy double voting rights at general meetings.

❚ FULLY REGISTERED SHARES

We have appointed BNP Paribas Securities Services (BP2S) as agent to administer our fully registered shares. This arrangement offers a number of additional fi nancial benefi ts:

• you do not pay custody fees or routine administration fees;

• you pay preferential brokerage and bank commissions (see conditions below).

Order via Planetshares My Shares Paper Order

+ Payment by transfer + Payment by cheque + Payment by transfer + Payment by cheque

Brokerage commission• 0.12% excl. VAT on the amount of the order • In all cases a minimum fee of €6.10 excl. VAT per executed order

Paper order processing commission

– –€8 excl. VAT perexecuted order

€8 excl. VAT perexecuted order

Fees for paymentby cheque

–€12 excl. VAT per

executed order–

€12 excl. VAT perexecuted order

Planetshares – Manage your registered shares online

With Planetshares, an interactive secured internet tool, BP2S allows you to manage and trade your shares online in real-time. Once you have opened your registered shareholding account, BP2S sends you details on howto access the tool with an identifi er, an access code and a password (sent separately).

Website: https://planetshares.bnpparibas.com

Mobile application: Planetshares is available for iPad® and Android tablets

YOUR CONTACT

BNP PARIBAS SECURITIES SERVICES

Actionnariat Sanofi Corporate Trust Services - Services aux émetteursImmeuble Europe 9 Rue du Débarcadère - 93761 Pantin Cedex - France

@ [email protected]

Toll-free number in France: 0 800 87 74 32Phone for international callers: +33 (0)1 40 14 80 40Fax: +33 (0)1 55 77 34 17

https://planetshares.bnpparibas.com

mailto:[email protected]


PURCHASE OR TRANSFER OF SANOFI SHARES

To buy or sell Sanofi shares, you must place an order with your fi nancial intermediary for bearer or administered registered shares, or with BNP Paribas Securities Services (BP2S) for fully registered shares.

Your order must be worded as clearly as possibleand include the following details: • Sanofi ISIN code: FR0000120578 • Type of transaction: buy or sell • Quantity of shares to be bought or sold • Period of validity of the order (good-for-day,

good-till-specifi ed, good-till-canceled)• Settlement method: cash or deferred settlement

(service de règlement différé) • The price, depending on the type of order placed

MAIN TYPES OF ORDER

❚ LIMIT ORDER

The shareholder specifi es the maximum price (for a buy order) or the minimum price (for a sell order). The order will not be executed if the specifi ed limit is not reached.

❚ MARKET-TO-LIMIT ORDER

The buy or sell order is executed as soon as it is received on the market at the best available price.

❚ MARKET ORDER

The buy or sell order does not specify a price limit. Market orders take precedence over market-to-limit and limit orders, and are executed at the best possible price at the time the order is recorded.

TRANSFER OF SHARES

Convert your administeredregistered or bearer sharesto fully registered shares

Ask your fi nancial intermediary to transferthem to BP2S. A transfer form for French and foreign banks is available on our website.

BP2S will contact you to open a registered shareholding account and give you a confi dential code for carrying out transactions.

Convert your bearer shares to administered registered shares

Ask your fi nancial intermediary to carryout a transfer. A transfer form is availableon our website.

Your shares are managed by your fi nancial intermediary and registered with BP2S.

Convert your fully registered shares to administered registered shares

Contact BP2S or download the transferform available on our website.

Your shares are managed by your fi nancial intermediary and registered with BP2S.

Transfer costMany fi nancial intermediaries charge fees for the transfer that are not paid for by Sanofi .

Transfer forms and the account opening agreement are available on our website sanofi .com/Registered


http://sanofi.com/Registered


AMERICAN DEPOSITARY RECEIPTS PROGRAM


SPONSORED LEVEL II ADR PROGRAM

Sanofi stock is traded under a sponsored level II ADR program on the NYSE, thereby offering a higher visibility in the U.S. market, more active trading and greater liquidity. Level II ADR programs must comply with the full registration and reporting requirements of the U.S. Securities and Exchange Commission (SEC) for foreign private issuers. This entails, among other things, the filing of a Form 20-F registration statement to register the listing of ADRs, including financial statements and a reconciliation of those statements to U.S. GAAP, and the fi ling of an annual report on Form 20-F for each year following the initial registration.

HOW TO PURCHASE ADRs

To purchase Sanofi ADRs, shareholders may contact a licensed stockbroker just as they would for U.S. securities or may buy directly from our ADR depositary bank, JPMorgan Chase Bank, through a Direct Purchase Plan. The Plan provides fi rst-time purchasers and existing shareholders of Sanofi ADSs with a convenient and economical way to invest in Sanofi . Participants can enjoy the same benefi ts as an investor who holds physical certifi cates; they remain the registered owner of the shares and have full control over their investment decisions.

Plan details and enrollment information are availableon the following website: adr.shareowneronline.com

Sanofi ordinary shares are listed on Euronext Paris and are also available on the New York Stock Exchange (NYSE) in the form of American Depositary Shares (ADS) under the symbol SNY. One ordinary share corresponds to two ADSs. JPMorgan Chase Bank acts as a depositary of our ADSs and issues American Depositary Receipts (ADRs)for these shares entitling the shareholder to all dividends and capital.

YOUR CONTACT

JPMORGAN CHASE BANKToll-free number in the U.S.: +1 877 272 9475For international callers: +1 651 453 2128

[email protected]

REGULAR CORRESPONDENCE:JPMorgan Chase Bank, NAPO BOX 64504St. Paul, MN 55164-0504

DELIVERY OF STOCK CERTIFICATES AND OVERNIGHT MAIL:JPMorgan Chase Bank, NA 1110 Centre Pointe Curve, Suite 101Mendota Heights, MN 55120-4100

GENERAL INQUIRIES CONCERNING ADRs: JPMorgan Chase Bank, NAAmerican Depositary Receipts 4 New York Plaza, Floor 12New York, NY 10004

[email protected]

@

@

http://adr.shareowneronline.com




ADR DIVIDENDS

Dividends are paid by check, or they may be directly deposited into a bank accountof your choice. Please let your brokerage or JPMorgan Chase Bank know how you would like to receive your dividend.


DIVIDEND REINVESTMENT PLAN

As a Direct Purchase Plan participant, you may elect to reinvest all or a portion of your cash dividends in additional shares. To do so, you will have to check the applicable box on the enrollment form.

Further details are available on the following website: https://adr.com/Investors/AboutGlobalInvestDirect

INCOME TAX INFORMATION

ADR dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares. In addition, the Republic of France, Sanofi ’s home country, may withhold taxes. Depending on individual circumstances, foreign taxes withheld might be applied as a credit against U.S. taxes, or tax reclaim opportunities may be offered. For specific information, consult your tax adviser. To obtain further tax information, please read our current annual report on Form 20-F fi led with the Securities and Exchange Commission.

1 - Paid in the following year. French withholding taxes to be applied. The ratio ADR:Ordinary share is 2:1.

2 - Based on approximate €/$ exchange rate of 1.1128. Final exchange rate to be applied at time of payment.

2003 $0.58

2004 $0.73

2005 $0.96

2006 $1.17

2007 $1.63

2008 $1.44

2009 $1.47

2010 $1.76

2011 $1.69

2012 $1.79

2013 $1.91

2014 $1.61

$1.6322015

HISTORY OF SANOFI ANNUAL DIVIDENDS PER ADR

RECORD DATE

MAY 9,2016

PAYMENT/ VALUE DATE:

JUNE 1,2016

Gross Rate / ADR1

https://adr.com/Investors/AboutGlobalInvestDirect



HOW MAY ADR HOLDERS VOTE AT GENERAL MEETINGS

Sanofi will be providing all ADR holderswith proxy cards in order to be able to vote at the shareholders’ general meeting. Instructions on how to complete these cards will be included, as wellas deadlines for voting the ADRs.

Registered holders should contact the JPMorgan Service Centre (see adjacent box) for assistance if necessary.Beneficial holders, those holding stock through a nominee, bank or broker, should contact said institution if a proxy card is not received and for any other question they may have.

For further information about shareholders’ general meetings, please consult page 28.

YOUR CONTACT

JPMORGAN CHASE BANK

General: +1 800 990 1135 From outside the U.S.: +1 651 453 2128 Global Invest Direct: +1 800 428 4237

REGULAR CORRESPONDENCE:

JPMorgan Chase & CoPO BOX 64504St. Paul, MN 55164-0504

[email protected]@



SANOFIAT YOUR SERVICE

A DEDICATED TEAM

Confidence is the cornerstone of the relationship between Sanofi and you, our shareholders. We are committed to retaining and building your confi dence by providing regular, transparent and accessible information about our activities.

The team in charge of Individual Shareholder Relations is available to answer your questions, inform you and meet youon the occasion of events that take place throughout the year.

CONTACTS

Toll-free number (within France): 0 800 075 876Tel. (from outside France): +33 800 075 876Toll-free number (within U.S.): +1 888 516 3002

individualshareholders@sanofi .com

sanofi .com/shareholders

54 Rue La Boétie - 75008 Paris - France

@

Sanofi wins the Innovation Award 2015

In December 2015, the Investor Awards – Boursorama rewarded Sanofi with the Innovation Award 2015. This award honors for the second consecutive year sustained efforts of the Investor Relations team to put R&D at the heart of the Group’s fi nancial communications.


ARNAUD DELÉPINE Associate Vice-President, Investor Relations

CÉCILE BERTOUT-DUCY IR Web and Publications ManagerInvestor Relations (right)

ALINE COMMUNEAU Retail Shareholders Coordinator, Investor Relations (left)


http://sanofi.com/shareholders


SPECIAL MEETING OPPORTUNITIES

REGULAR DIALOGUE WITH THE INDIVIDUAL SHAREHOLDERS COMMITTEE

Our Individual Shareholders Committee provides a forum for more intensive dialog and interaction with our shareholders. The Committee has 10 members, appointed for renewable 3-year terms, and meets three or four times a year. The Committee members keep us informed about expectations and concerns of individual shareholders and work with us on the formulation of our communication projects.

In 2015, the Committee went to one of Sanofi’s largest integrated sites: Industr iepark Höchst, in Frankfurt, Germany. On this site the complete diabetes product portfolio is manufactured using aseptic state-of-the-art manufacturing technologies. The Committee also had the opportunity to observe the different steps of insulin production and manufacturing and visited the Solostar® and Toujeo® pen assembly line.

❚ SHAREHOLDERS’ GENERAL MEETING

The Shareholders’ general meeting is a special opportunity for us to meetour shareholders. The webcast of the event is available on our website atsanofi.com/AGM2016. On this dedicated page, you can access related documents and voting results. These publications are also available on our SANOFI IR mobile app.


❚ SHAREHOLDER INFORMATION MEETINGS

Every year, we hold information meetings in various parts of France to give you the opportunity to askyour questions directly to the Sanofi management. Since 2015, we also organize group meetings with wealth managers to allow them to deepen their knowledge and understanding of our business and strategy.

Reims

NantesTours

Bordeaux

Nice

Lyon

Aix-en-Provence

Sanofi attends Actionaria, Europe’s biggest event for stock market investors, which is held every November in Paris.Our Investor Relations team is available to speak informally with the many potential investors who visit our stand.

❚ ACTIONARIA SHAREHOLDER EXHIBITION

8 meetings planned in 2016Biarritz

For further information about the committee’s members:sanofi .com/ShareholderCommittee

http://sanofi.com/AGM2016

http://sanofi.com/ShareholderCommittee


LEARN MORE ABOUT SANOFI

PUBLICATIONS

❚ SHAREHOLDER PUBLICATIONS

Four times a year, the Letter to Shareholders sheds light on our latest news and the Factsheet presents key facts and fi gures on Sanofi . The Shareholder Handbook, published once a year, completes this dedicated range of publications.

❚ FINANCIAL AND INSTITUTIONAL PUBLICATIONS

Every year, we publish the Annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (SEC) and the French-language Document de référence fi led with the Autorité des marchés fi nanciers (AMF). Both documents present full legal, business and accounting information about the company, in particular complete audited fi nancial statements.

Financial notices are published in business newspapers and investment magazines to announce our financial results and advertise the Shareholders’ general meeting.

The annual Corporate social responsibility (CSR) report, which gives an update on our social, community, ethical and environmental responsibilities is completed by the dedicated CSR website and download center.

LETTER TO

SHAREHOLDERS N°44MARCH 2016

Dear Shareholders,On November 6, Olivier Brandicourt presented the strategic roadmap for Sanofi:

reshape our activities to improve market penetration, strengthen our R&D pipeline to

ensure long term growth, simplify our organization to guarantee greater efficiency and

responsibility of our teams, and excel in launches of new medicines and vaccines.

The important agreement signed with Boehringer Ingelheim, under which we plan to

acquire their Consumer Healthcare business and sell our Animal Health business, is a

key step in the implementation of this strategy.

2015 also saw the launch of three major products - Toujeo®, Praluent® and Dengvaxia® -

and the regulatory submissions of three other medicines. In addition, several new

research partnerships were signed in Oncology and Diabetes.

Regarding our commercial performance, Diabetes sales in the United States were

impacted by lower prices that could not be fully offset by volumes, but in total, the

Group’s sales increased 2.2% at constant exchange rates.

Results delivered for full-year 2015 enable us to propose a dividend of €2.93 per

share, which will be submitted for approval to the shareholders’ general meeting on

May 4, 2016, and would mark the 22nd consecutive year of dividend increases.

I thank you for your trust and continuing loyalty.

We reiterate our commitment to regular shareholder

returns and progressive

dividend growth.

Serge Weinberg Chairman of the Board of Directors

RESULTS

SHAREHOLDER INFORMATION88888888888888888888

Solid annual results 2015

NEWS

Sanofi and Boehringer Ingelheim enter

exclusive negotiations on business swap

44444444444444444

FOCUS

Sanofi Pasteur launches Dengvaxia®,

world’s first vaccine for the prevention of dengue

Annual General Meeting 2016 –

Agenda at a glance

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1 - Including Animal Health Business which is reported on a single line in the consolidated income statements in

accordance with IFRS 5 (Non-current held for sale and discontinued operations)

2 - World excluding U.S., Canada, Western Europe (France, Germany, UK, Italy, Spain, Greece, Cyprus, Malta,

Belgium, Luxembourg, Portugal, the Netherlands, Austria, Switzerland, Sweden, Ireland, Finland, Norway,

Iceland, Denmark), Japan, South Korea, Australia, and New Zealand

3 - Japan, South Korea, Canada, Australia, and New Zealand

4 - Dividend to be submitted for approval by the Shareholders’ General Meeting on May 4, 2016

DISCOVER SANOFIA GLOBAL HEALTHCARE LEADER

FOCUSED ON PATIENT NEEDS

FACTSHEETFEBRUARY 2016

KEY FIGURES

AGGREGATE GROUP SALES

BY REGION1

DIVIDEND PER SHARE (€)

Rest of the world 3

€3,611 M9.7%

Western Europe

€8,026 M21.7%

Emerging Markets 2

€12,014 M32.4%

United States€13,406 M36.2%

FOUR STRATEGIC PRIORITIES

RESHAPE THE PORTFOLIO

• Sustain Sanofi’s leadership in Diabetes

and Cardiovascular, Vaccines, Rare Diseases

and Emerging Markets

• Build competitive positions in Multiple Sclerosis,

Oncology, Immunology and Consumer Healthcare

• Explore strategic options for Animal Health

and European Generics businesses

DELIVER OUTSTANDING LAUNCHES

• Sanofi’s growth will be notably driven by launches

of new products: up to 18 over 2014-2020

SUSTAIN INNOVATION IN R&D

• Continue to strengthen R&D pipeline

• Foster existing R&D collaborations and increase

capacity for external innovation

SIMPLIFY THE ORGANIZATION

• Implement the move to five Global Business Units

beginning in January 2016

• Reshape plant network to match business evolution

€37,057 M

2015 AGGREGATE

GROUP SALES1

DIVIDEND PER SHARE (€)

22nd consecutive year

of dividend increase

2011 2012

2.65 2.77 2.802.934

2.85

2013 2014 2015

€5.64

2015 BUSINESS EARNINGS

PER SHARE

KEY ACCOMPLISHMENTS IN 2015

■ Executing on 2020 strategic roadmap

■ Recent achievements in advancing Sanofi’s R&D pipeline of innovative medicines

■ Sales growth in Pharmaceuticals, Vaccines and Animal Health

■ Solid financial results while making significant investments in new product launches

1 - Including Animal Health Business which is reported on a single line in the consolidated income statements in accordance

with IFRS 5 (Non-current held for sale and discontinued operations). 2 - Growth rates are expressed on a reported basis.

Growth rates in brackets are expressed at constant exchange rates (CER). For definitions of financial indicators, please

consult the press release issued on February 9, 2016. 3 - Dividend to be submitted for approval by the Shareholders’

General Meeting on May 4, 2016.

For further information on 2015 results:

www.sanofi.com

April 29, 2016

First quarter results 2016

May 4, 2016

Annual General Meeting

FINANCIAL CALENDAR SHAREHOLDER RELATIONS

Tel.: +33 (0) 800 075 876

[email protected]

SANOFI IR MOBILE APP

SOLID

ANNUAL

RESULTS

2015

AGGREGATE

GROUP SALES 1, 2

€37,057M+9.7% (+2.2%)

DIVIDEND 3

€2.93per share BUSINESS

NET INCOME 2

€7,371M+7.7% (-0.9%)

BUSINESS EPS 2

€5.64+8.5% (0.0%)

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FORM 20-F

2015

2015 CORPORATE SOCIAL RESPONSIBILITY REPORT

PARTNERING TO PROMOTE ACCESS TO HEALTHCARE

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ONLINE TOOLS TO STAY IN TOUCH

❚ DEDICATED SECTION ON OUR WEBSITE

Visit sanofi.com/shareholders to find information and publications of interest to shareholders. Subscribe to our e-mail alert service to be kept informed about all our press releases, new publications and forthcoming events.

❚ SANOFI IR MOBILE APP

SANOFI IR is dedicated to the financial community and provides direct access to key information:

• Stock price

• Calendar of IR events

• Press releases

• Quarterly results

• Presentations, videos and events webcasts

• Publications

• IR contacts

The app also includes the following features: Push notifi cations - Social bookmarking - Synchronization of calendars – Read documents offl ine

SECTION DEDICATED TO INDIVIDUAL

SHAREHOLDERS

❚ SOCIAL MEDIA

Videos, presentations, photo gallery, job offers and news… follow Sanofi on these social media platforms:

DOWNLOAD SANOFI IR

on smartphone and tablet

How to access our publications

@

All our publications are available on our website: sanofi .com/shareholders

Subscribe to the e-mail alert service on our websiteto receive latest publications

Hard copies of our documents can be requestedfrom our shareholder services free of charge





PARTICIPATE IN GENERAL MEETINGS

Any shareholder may participate in general meetings. To do so, you must prove that you hold shares via the accounting registration of securities held in your name or in the name of your intermediary registered to act on your behalf, by the second business day prior to the meeting at midnight (CET) either in registered securities accounts held for the Company by its agent BNP Paribas Securities Services (BP2S), or in bearer securities accounts held by your accredited fi nancial or banking intermediary.

ATTEND IN PERSON

If you are a registered shareholder, apply for an entry card by ticking box A on the voting form, sign it and return it to BP2S. If you hold bearer shares, you will need to ask your fi nancial intermediary to send a shareholding certifi cate (attestation de participation) accompanied by your voting form to BP2S, who will send you your entry card.

APPOINT A REPRESENTATIVE

You may request the Chairman of the meeting to vote on your behalf or appoint the person of your choiceto represent you by following the instructions containedin the notice of meeting.

VOTE BY MAIL

Fill in your voting form by following the instructions contained in the notice of meeting and send it to BP2S if you hold registered shares, or to your financial intermediary if you hold bearer shares.

HOW TO GET MY VOTING FORM

• Do you hold registered shares? Your voting formis attached to the notice of meeting.

• Do you hold bearer shares? You will need to contact your fi nancial intermediary. Requests for voting forms will only be treated if they are received by BP2S at least six days before the date of the meeting.

• Voting forms will not be taken into account,unless they are received no later than three days before the date of the meeting by:BNP Paribas Securities ServicesCTS – AssembléesLes Grands Moulins de Pantin9 Rue du Débarcadère - 93761 Pantin Cedex - France

Every shareholderhas one vote per share.Double voting rights are provided for shares held

in registered form forat least two years.



USE VOTACCESS

Sanofi enables you to vote through the secured platform VOTACCESS, which is dedicated to voting prior to the general meeting via the Internet.

❚ REGISTERED SHAREHOLDERS

Log on VOTACCESS via the Planetshares website at the following address: https://planetshares.bnpparibas.com

• for fully registered shares: with your usual login;

• for administered registered shares: with the login that appears on the top right-hand corner of the voting form attached to your notice of meeting.

❚ SHAREHOLDERS HOLDING BEARER SHARES

Ask your accredited intermediary whether it is connected to VOTACCESS and, if so, whether access is subject to specifi c conditions of use.

I f your author ized intermediary is connected to VOTACCESS, log on to your intermediary’s website with your usual login. Then click on the icon appearingon the line corresponding to your Sanofi shares and follow the on-screen instructions to access to VOTACCESSand apply for an entry card, cast your vote, give or revoke your proxy online.

Remember

• If you decide to use the Internet, you must neither fi ll in nor send back your voting form.

• If you hold Sanofi shares in more than one form (registered, bearer or via the FCPE), you will have to vote as many times as there are forms if you wish to cast all the voting rights attached to your Sanofi shares.

❚ HOLDERS OF FCPE1 UNITS

Log on VOTACCESS via Planetshares – My Proxy at the following address: https://gisproxy.bnpparibas.com/sanofi .pg by using:

• the login that appears on the top right-hand cornerof your voting form; and

• the identifi cation information corresponding to your Natixis Interépargne employee account number which appears on the bottom right-hand corner of your Natixis annual account statement.

Once logged on, follow on-screen instructions and askfor your entry card, cast your vote, give or revoke your proxy online.

If you have forgotten or lost your login and/or password,contact the dedicated hotline at 00 33 1 40 14 80 40.


1 - Employee share plan ownership fund.


https://gisproxy.bnpparibas.com/sanofi.pg


YOUR AGENDA

❚ FINANCIAL RESULTS

On the occasion of quarterly results publications, the Chief Executive Officer or the Chief Financial Officer discuss key issues in a video interview published on the Group’s website, our mobile app SANOFI IR and YouTube. Management also presents the results to the financial community in a conference call, available via webcast on the website and SANOFI IR.

❚ IR THEMATIC EVENTS

Sanofi regularly organizes IR thematic events focusing on its businesses and strategy. In 2015, Sanofi hosteda thematic seminar to present the business review andto set out its strategic roadmap for 2020.

ACTIVE FINANCIAL COMMUNICATIONS

To fi nd out more about these events and be informed of any changes to the dates, go to our website at sanofi .com/shareholders and subscribe for e-mail alerts.

February 9, 2016 Full-year results 2015

March 14, 2016 Shareholder meeting in Lyon

March 21, 2016 Shareholder meeting in Nantes

April 29, 2016 First quarter 2016 results

May 4, 2016 Shareholders' general meeting, Palais des Congrès, Paris, France

May 9, 2016 Record date for ADRs

May 10, 2016 Ex-dividend date for ordinary shares

May 11, 2016 Record date for ordinary shares

May 12, 2016 Dividend payment date for ordinary shares

May 24, 2016 Shareholder meeting in Aix-en-Provence

June 1, 2016 Dividend payment date for ADRs

June 27, 2016 Shareholder meeting in Biarritz

July 29, 2016 Second quarter 2016 results

September 12, 2016 Shareholder meeting in Bordeaux

September 29, 2016 Shareholder meeting in Nice

October 28, 2016 Third quarter 2016 results

November 18 & 19, 2016 Shareholding fair Actionaria - Palais de Congrès, Paris, France

November 28, 2016 Shareholder meeting in Tours

December 8, 2016 Shareholder meeting in Reims




CONTACTS

❚ SANOFI INVESTOR RELATIONS

Sanofi Investor Relations 54 Rue La Boétie 75008 Paris - France

• Phone, toll-free (within France): 0 800 075 876• Phone for international callers: +33 800 075 876• Fax: +33 (0)1 53 77 42 96• E-mail: individualshareholders@sanofi .com• Website: sanofi .com/shareholders • Mobile app: SANOFI IR

(on the App Store and Google Play)

In the United States: Sanofi

U.S. Investor Relations 55 Corporate Drive PO Box 5925 Bridgewater, NJ 08807USA

• Phone, toll-free (within U.S.): (1) 888 516 3002• Fax: +1 908 981 7870

❚ BNP PARIBAS SECURITIES SERVICES

BNP Paribas Securities Services administers the fully registered shares program.

BNP Paribas Securities Services Actionnariat Sanofi Corporate Trust Services – Services aux émetteurs Immeuble Europe 9 Rue du Débarcadère 93761 Pantin Cedex - France

• Phone, toll-free (within France): 0 800 877 432 • Phone for international callers: +33 1 40 14 80 40 • Fax: +33 1 55 77 34 17• E-mail: paris.bp2s.service.actionnaires.nominatif

@bnpparibas.com • Website: https://planetshares.bnpparibas.com

❚ NATIXIS INTERÉPARGNE

Sanofi ’s Group employee savings plan is managedby Natixis Interépargne.

Natixis Interépargne Service 8578 Av. Maréchal Montgomery 14029 Caen Cedex - France • Phone: +33 (0)2 31 07 74 00 • Fax: +33 (0)2 31 06 85 31• Website: https://epargnants.interepargne.natixis.fr

❚ JPMORGAN CHASE BANK

JPMorgan Chase Bank, N.A. sponsors and administersour ADR program.

• Phone, toll-free (within U.S.): (1) 877 272 9475 • Phone for international callers: (1) 651 453 2128 • E-mail: [email protected]

Regular correspondence: JPMorgan Chase Bank, NA P.O. BOX 64504 St. Paul, MN 55164-0504 - USA

Delivery of stock certifi cates and overnight mail: JPMorgan Chase Bank, NA 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120-4100

General inquiries concerning ADRs: JPMorgan Chase Bank, NA American Depositary Receipts 4 New York Plaza, Floor 12 New York, NY 10004 - USA

• E-mail: [email protected]





https://epargnants.interepargne.natixis.fr



NOTES

This document contains projections and other forward-looking statements that are not historical facts. Although the management of Sanofi believes that these projections and forward-looking statements, and their underlying assumptions, are reasonable as of the date of this document, investors are cautioned that such projections, assumptions, intentions and forward-looking statements are subject to various risks and uncertainties (many of which are diffi cult to predict and generally beyond the control of Sanofi that could cause actual results and developments to differ materially from those expressed or implied. These risks and uncertainties include those discussed elsewhere in this handbook, as well as in the fi lings of Sanofi with the U.S. Securities and Exchange Commission (SEC) and the French Autorité des marchés fi nanciers (AMF), notably under the caption “Risk Factors” in the company’s annual report on Form 20-F. Other than as required by applicable law, Sanofi does not undertake any obligation to update any statement that is not a historical fact.

The Shareholder handbook was designed and produced by Sanofi Investor Relations, Corporate Communications and SEITOSEI.Printed in France by: FRAZIER.

Photos credits: PeopleImages.com/Ocean/Corbis (front cover); Marthe Lemelle (p.2, p.3); Denis Félix (p.3, p.11); Franck Parisot (p.3, p.24, p.25); Céline Clanet (p. 6); All rights reserved (p.3); Piotr Redlinski/Capa Pictures (p.8); Istock by Getty Images (p.8); Pierre-Olivier/Capa Pictures (p.11); Gil Lefauconnier (p.17); Sanofi (p.25); Abdelmalek Bahi (p.23, p.25, p.28); Masterfi le (p. 23).

SANOFI IRMOBILE APPLICATION

SECTION DEDICATED TO INDIVIDUALSHAREHOLDERS

DIRECT ACCESS

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SANOFI - Shareholder Relations54 Rue La Boétie - 75008 Paris - France individualshareholders@sanofi .com
