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Transcript of General Meeting 2011
GENERAL MEETING
2011
Paris, May
6,
2011
2
Forward Looking Statement
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‐aventis’
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‐aventis, 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 labelling and other matters that could affect the availability or commercial
potential of such products candidates, the absence of guarantee that the products 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 as well as those discussed or identified in the public filings
with the SEC and the AMF made by sanofi‐aventis, including those listed under “Risk Factors”
and “Cautionary
Statement Regarding Forward‐Looking Statements”
in sanofi‐aventis’
annual report on Form 20‐F for the year
ended December 31, 2010.Other than as required by applicable law, sanofi‐aventis does not undertake any obligation to update or revise any
forward‐looking information or statements.
3
Agenda
Introduction & Governance
Serge Weinberg, Chairman of the Board of Directors
2010 Achievements & Outlook
Christopher A. Viehbacher, Chief Executive Officer
Financial Performance
Jérôme Contamine, Executive Vice President, Chief Financial Officer
Compensation Policy
Gérard Van Kemmel, Director, Compensation Comittee
Questions & Answers
Vote on the Resolutions
Introduction & Governance
Serge Weinberg
Chairman of the Board of Directors
5
An Independent
and Diverse
Board
Currentcomposition
14
directors
Half of the directors are
independent*(7/14)
2
women
6
non‐French directors
5
Post‐AGMcomposition
15
directors
A majority of
independent
directors*(8/15)
3
women, i.e. 20%
7
non‐French directors,
i.e. 46%
As of today, there is no potential conflict of interest between the directors and the Company
*According to the independence criteria in the AFEP‐MEDEF corporate governance code
Your Board will exceed the quota
set by law for 2014, while
benefitting
from the exceptional
capabilities of these women
66Separation of the Offices
of Chairman and Chief
Executive Officer
Board of Directors
Separation of the offices of Chairman and Chief Executive Officer (since January 1, 2007)
Governance method chosen by the Board of Directors
The Chairman organizes and oversees the Board of Directors
The Chairman is a bridge between the Board of Directors and the
Company’s management, as well as with the Company’s shareholders
77
An Active
and Engaged
Board
9 meetings in 2010, including several extraordinary meetings
related to the Genzyme
acquisition
During 2010, the Board was given presentations by key managers
(including Executive Committee members) about the business lines
under their responsibility
The chairman of each specialist committee reports to the Board on
that committee’s work
High attendance rate among directors:
over 90%
88
Four Specialist
Committees
All members are financial
experts
2 of the 3 members
are independent*
7 meetings in 2010
Regular reviews of the principal
risks
In 2010, specific reviews on
insurance, tax risks, and
environmental risks
Meeting in the USA to assess
the status of local business
activities and risks
3 of the 5 members
are independent*
4 meetings in 2010
Mr Van
Kemmel will
talk about the work
of this committee
in his presentation
*According to the independence criteria in the AFEP‐MEDEF corporate governance code
Attendance
rate:
100%
Attendance
rate:
> 94%
Audit Committee Compensation Committee
99
Four Specialist
Committees
(continued)
4 of the 7 members
are independent*
4 meetings in 2010
Work undertaken by
the committee:
redrafting the
Board charter,
selecting new
directors
*According to the independence criteria in the AFEP‐MEDEF corporate governance code
Attendance
rate:
100%
Attendance
rate:
> 93%
Appointments and Governance Committee
Strategy Committee
3 of the 7 members
are independent*
6 meetings in 2010
(including 2 with
extra participants)
Work undertaken by the
committee: acquisition
opportunities (especially
Genzyme), R&D, Oncology and
Diabetes divisions
10
(1)
Source:
Bloomberg, May 4,
2011
10
20
30
40
50
60
02/09/
2008
02/11/
2008
02/01/
2009
02/03/
2009
02/05/
2009
02/07/
2009
02/09/
2009
02/11/
2009
02/01/
2010
02/03/
2010
02/05/
2010
02/07/
2010
02/09/
2010
02/11/
2010
02/01/
2011
02/03/
2011
02/05/
2011
CAC 40
sanofi‐aventis
+11.1%
‐10.9%
Share Price Trend Versus the
CAC 40 Index Since September 2008
+22 ppts
11
33.4%
11.4%11.1%7.7%
5.0%3.5%
‐1.5%
‐8.5%‐10.3%
‐15.3%‐18.3%
‐24.6%‐ 30%
‐ 25%
‐ 20%
‐ 15%
‐ 10%
‐ 5%
0%
5%
10%
15%
20%
25%
30%
35%
(1)
Source:
Bloomberg, May 4,
2011
Pfizer AstraZeneca
Merck
& Co
GSKAbbottJohnson &
JohnsonNovartisRoche
Bayer
Lilly
BMS
Share Price Trend versus Peers since September 2008
12
2.402.20
2.07
2.50
0,00
0,50
1,00
1,50
2,00
2,50
3,00
2007 2008 2009 2010
The Dividend Is a Key Element of our Value Proposition to Shareholders
Proposed
dividend
€2.50
per share in 2010
Option to receive payment in the
form of cash or shares
Expected strong free cash flow can sustain a stable or growing
dividend
in
the coming years
Dividend (€)
CAGR: +6.5%
13
1.4% 0.5%9.0%
5.1%
84.1%
Public Total L'Oréal Employees Treasury
Shareholding Structure
41.9%
28.3%
10.6%
8.0%
2.1%3.1%6.0%
France U.SUK Rest of EuropeRest of the world GermanySwitzerland
By Geographic Origin(1)By Shareholder Type(1)
(1)
As of March 31, 2011
Individual shareholders (excluding
employees) hold approximately 7% of shares
2010 Achievements & Outlook
Christopher A. Viehbacher
Chief Executive Officer
15
Solid Results in
2010
Business EPSSales
0
5
10
15
20
25
30
35
2008 2009 2010
30.4€bn
+3.7%
0
2
4
6
8
10
2008 2009 2010
€7.06
+6.8%
16
Q1 2011
Sales of key genericized products(1)
reduced by >€1bn vs. Q1 2009
Q1 2009 Q1 2010 Q1 2011
Q1 2011 ‐
Getting through the Patent Cliff
€945m
€2,014m
€1,488m
(1)
Lovenox®
U.S., Plavix®
Western EU, Taxotere®
Western EU & U.S., Eloxatin®
U.S (generic
makers (Teva, Fresenius Kabi
(formerly Dabur), Sandoz,
Mayne/Hospira, MN/Par, Actavis
and Sun) have been required to cease selling in
the U.S. since June 30, 2010 but litigation continues),
Ambien CR®
U.S., Allegra®
U.S., Aprovel®
Western EU,
Xyzal®, Xatral®
and Nasacort®
in the U.S.
17
Q1 2011
Sales from growth platforms represented 59.2%
of total sales
(vs.
42.2%
in Q1 2009)
Increase of >€1.3bn
vs. Q1 2009 pro forma
sales(2)
Q1 2011 ‐
Excellent Performance from Growth Platforms
€4,262m
€3,002m
Q1 2009 Q1 2010 Q1 2011
€4,607m
€3,849m
A/H1N1
€413m
(2)
(3)
(3)
€4,262m(3)
€3,002m(2)
+15.5% excluding A/H1N1(1)
(1)
Growth is at CER (Constant Exchange Rates) vs. Q1 2010(2)
In Q1 2009, Merial
Joint Venture sales of €521m were not consolidated by sanofi‐aventis
With a 50% share of Merial
Joint Venture sales, sanofi‐aventis pro forma
growth platforms sales would have been
€3,262m(3)
Q1 2010 and Q1 2011 sales include 100% of Merial
sales, respectively €513m and €594m
18Executing the Transformation into a Global Diversified Healthcare Leader
Increase
innovation
in R&D
Pursue
external growth opportunities
Adapt to future
challenges and
opportunities
19Working towards a New R&D Approach to Boost Innovation
Simplification
Opening
RationalizationFlexibility
Biotechnologies
20
Note: LemtradaTM
(alemtuzumab), AubagioTM
(teriflunomide) and Lyxumia®
(lixisenatide) are brand names of products in development, pending
regulatory FDA approval.(1) In‐licensed
from
Zealand Pharma A/S
®
Dengue Vaccine
(1)
Bringing more Products of Value to Patients
OTC
21
37 transactions announced in
2010
Consistent Execution of Disciplined Business Development
22
10,000
employeesHelping patients in
100
countries70
sites in more than
40
countries20
major products
2010 revenues: $4bn
Acquisition of Genzyme: a New Growth Platform in Biotechnologies
23Genzyme: a Commitment to Patients with no or Few Treatment Options
imiglucerase for injection
24
VaccinesDiabetes Division
Developing Sustainable Growth Platforms
Emerging Markets
Consumer Health Care
New Products Animal Health
®
25Expanding our Unparalleled Leadership Position in Emerging Markets
In 2010Emerging Markets(1)
sales€9.1bn,
+16.3%(2)
30% of consolidated sales
Pharmacy in Brazil
(1)
World less North America, Western Europe, Japan and Australia/New Zealand (2)
Growth at constant exchange rates.
26A Fully‐Integrated Presence and Broad Product Portfolio Make the Difference in Emerging Markets
More than 39,700 employees
Of which 18,600 sales reps(1)
38
local manufacturing sites
supporting market access
(1)
Registered headcount in December
2010.
Futur vaccine production site, Shenzhen
27Continued Strong Growth of our Resolutely Patient‐Focused Diabetes Division
In 2010
285 million people with diabetes
worldwide(1)
120 million Lantus®
SoloStar®
pens
provided to patients
Diabetes sales €4.3bn, +9.2%(2)
(1)
International diabetes federation, Diabetes Atlas 4th edition, 2009 (2)
Growth at constant exchange rates
28
A 360° Partnership with Patients
www.bgstar.de
website
29: a Global Leader in Vaccines Committed to Public Health
In 2010
More than 1 billion doses of vaccines to immunize
more than 500 million people throughout
the world
Vaccines consolidated sales
€3.8bn, +4.8%(1)
(1)
Growth at constant exchange rates
30
A Record Year for Influenza Vaccines
198 million doses of seasonal
influenza vaccines sold worldwide in 2010
31Further Diversification through Strong Growth of Consumer Health Care
Allegra®
OTC launch in the U.S.
In 2010Consumer Health Care
sales€2.2bn, +45.7%(1)
(1)
Including sales of Chattem as of Feb 10, 2010. CHC organic growth was 6.9% in FY 2010.
32
Significant survival benefit for
patients with second line prostate
cancer(1,2)
Launched in the U.S.
Launch in Europe
to start in Q2 2011
Jevtana®
Up to a Strong Start in the U.S.
(1)
Jevtana®
is indicated in combination with prednisone (2)
TROPIC study ‐
The Lancet
33
Multaq®
Launched in
Europe
In 2010
Close to 200,000
patients
treated worldwide
Multaq®
sales €172m
34
A growth platform wholly owned
by sanofi‐aventis
Merial sales in 2010
€2.0bn, +2.6%(1)
Merial: a Leader in Animal Health
(1)
Growth at constant exchange rates
35
In 2010
Merial sales up 10.4%(1)
in
Emerging Markets
Strong Growth in Emerging Markets
(1)
Growth at constant exchange rates
36Corporate Social Responsibility: Acting Ethically and Responsibly for the Patient
Patient
People
Planet
Ethics
37
Direct reports to the Chief Executive Officer, Christopher
A. Viehbacher
Thierry Bourquin, Chief
Quality
Officer
Jean‐Pierre Lehner, Chief
Medical
Officer
Quality and Safety
at the heart of our culture
Same high quality standards
apply worldwide
at all Group levels
(Clinical Practices,
Manufacturing,
Distribution)
Pharmacovigilance:
an
organization
in close relationship
with healthcare
authorities and professionals
Guarantee the Quality of our Products and Patient Safety
38
Pharmacovigilance:
permanent
monitoring
system
of all medicines and vaccines
throughout the world
Requirements on medical
information
passed on to healthcare
professionals
External experts
to
evaluate
information
Ongoing interaction
with medicines and health authorities
Control of medical information
and promotional practices
A Key Priority:
Pharmacovigilance
Evaluate and monitor
risks
related to the
use of all our
medicines and vaccines
Implement measures
to reduce such risks
and to
prevent
adverse events
Promote the proper
and safe use
of medicines
39
A Sustainable Commitment to Access to Medicines
Bill Gates
explains what he means by
Creative Capitalism: “I am going to give you a concrete example which is a
French company: sanofi‐aventis. They are very
generous.
To help the poorest of the world, they loan us
their researchers and skills in order to produce a polio
vaccine at the lowest price, without hoping to add to their
profits. But for them, this is not a waste of money: they
gain knowledge, motivate their employees, strengthen
their presence in the global market, and sow seeds for new
partnerships while improving their image”.(1)
Margaret Chan, WHO Director‐General
"This third five‐year commitment by sanofi‐aventis comes
at a time when prospects for controlling these
difficult and dreaded diseases have never looked brighter.
In 2009, reported cases of sleeping sickness fell below the
10,000 figure. For the first time, the stage is set for the
elimination of sleeping sickness, a prospect that was
unthinkable a decade ago”.
(1) Figaro Magazine, March 26, 2011
40Strict Energy and Greenhouse Gas Emissions Management
22,000
m2
of photovoltaic solar panels on car parks
of 5
sites
in partnership with
EDF
(Electricité
de France)
Annual reduction
of CO2
emissions by
311 tons
Since
2005,
reduction
of CO2
emissions:
Direct
‐8% Indirect ‐11%
41
All employees safe and secure
Manufacturing site and distribution centers unaffected
Medicines and monetary donations from company and employees
to support aid relief efforts through
Mobilization for
Japan following the earthquake
Sanofi‐aventis headquarters,
manufacturing and R&D sites
Financial Performance
Jérôme Contamine
Executive Vice President,
Chief Financial Officer
43
€3.8bn,
+4.8%
Vaccines(3)Diabetes
Division(2)
€4.3bn,
+9.2%€9.1bn,
+16.3%
Emerging
Markets(1)
€2.2bn,
+45.7%
Consumer
Health Care(4)
€172m
€82m
New
Products
€2.0bn, +2.6%
Animal Health
®
Key Growth Platforms
Reached 57%
of Sales in 2010
Note: Sales are for FY 2010 and growth is at constant exchange rates (CER)(1)
World
less North America, Western Europe, Japan and Australia/New Zealand ‐
Organic growth in Emerging Markets: +13.2% in 2010(2)
Diabetes Brands: Lantus®
+ Apidra®
+ Amaryl®
+ Insuman®
(3)
Growth in Vaccines at constant exchange rates excluding pandemic
flu: +5.5% (4)
Consumer Health Care includes sales of Chattem consolidated since Feb 10, 2010 ‐
Organic growth in CHC: +6.9%
44Growth Platforms and Acquisitions Offset Generic Competition and Build for the Future
27,568
30,38432,367
‐ 2,219
+1,227+947
+1,014
+1,199 +254 +394
+1,983
2008 sale
s
Major ge
nericiz
ed pro
ducts
Diabet
es
Vaccin
es
Consum
er Health
Care
Emerg
ing Mark
ets
New P
roduct
sOth
er
2010 sale
sMe
rial
2010 sale
s repre
sented
with Me
rial
Group Sales
(€m)
(1)
(1)
Emerging Markets excluding Diabetes, Vaccines, Consumer Health Care, new products and Animal Health
45
A New Geographic Mix in 2010
29.5%
11.0%
29.9%
29.6%
2010
sales by region (%)
Emerging
Markets
Western
Europe
United States
Rest of the
world(2)
Emerging Markets(1)
sales exceed the U.S. and Western Europe: 30% of Group sales
(1)
World less North America, Western Europe, Japan and Australia/New Zealand (2)
RoW: Japan, Australia, New Zealand, Canada
46Delivering
Good Operational
Performance in 2010 despite
Impact from
the Patent Cliff
€m FY 2010 FY 2009 % Change
(reported €)
% Change
(CER)
Net sales 30,384 29,306 +3.7% ‐0.8%
Other
revenues 1,651 1,443 +14.4% +10.8%
Cost of sales (8,687) (7,853) +10.6% +6.6%
Gross profit 23,348 22,896 +2.0% ‐2.6%
R&D (4,401) (4,583) ‐4.0% ‐6.2%
SG&A (7,567) (7,325) +3.3% ‐1.2%
Other current operating income & expenses 83 385 ‐ ‐
Share of Profit/Loss of associates 1,036 841 ‐ ‐
Share of Profit/Loss of Merial 418 241 ‐ ‐
Minority interests (257) (427) ‐ ‐
Business operating income 12,660 12,028 +5.3% +1.2%
Business operating margin 41.7% 41.0% ‐ ‐
CER: constant exchange rates
47As Expected, Generic
Competition
Leads
to Slight
Gross Margin
Erosion in 2010
Lower gross margin (1.3 ppt)
in FY 2010
vs. FY 2009 primarily impacted by:
Genericized
products
Higher cost of raw heparin
Volumes produced continue to grow due
to expansion in emerging markets
and
diversification
Continuous industrial site network
adaptation
Further improvement in production costs
per unit ongoing
Gross Margin (%)
76.8%78.1%77.9%
60%
65%
70%
75%
80%
85%
2008 2009 2010
48
Tight
Cost
Control over R&D Expenditures
in 2010
R&D/Sales Ratio (%)
14.5%
15.6%
16.6%
10%
12%
14%
16%
18%
20%
2008 2009 2010
FY 2010 R&D expenses of €4.4bn,
down ‐6.2%
driven by reduction
of internal R&D costs(1)
Significant spend focused on late stage
Phase III trials
Increased spend on R&D partnerships
Reduction
in R&D infrastructure CapEx
largely contributing to financing of
milestones for
external collaborations
(1)
Reduction at constant exchange rates (CER)
49SG&A to Sales Ratio Remains among Best‐in‐class of Large Cap Healthcare Companies in 2010
SG&A/Sales Ratio (%)
24.9%25.0%26.0%
10%
15%
20%
25%
30%
2008 2009 2010
FY 2010 SG&A expenses of €7.6bn,
down ‐1.2%
Resource reallocation
towards growth
drivers:
Significant adjustments to reduce cost
structure in the U.S. and Europe
Increased spend in Emerging Markets
Investment in new product launches
and
increased U.S. promotional spend on Lantus®
Impact of acquisitions
(1)
Growth at constant exchange rates (CER)
50
€m FY 2010 FY 2009 % Change
(reported €)
% Change
(CER)
Business operating income 12,660 12,028 +5.3% +1.2%
Net financial
expenses (362) (300) ‐ ‐
Income
tax
expense (3,083) (3,099) ‐ ‐
Effective tax rate ‐27.8% ‐28.0% ‐ ‐
Business net income 9,215 8,629 +6.8% +2.6%
Net margin 30.3% 29.4% ‐ ‐
Business EPS €7.06 €6.61 +6.8% +2.6%
Operational
Leverage
Leads
to Slight
Increase in Net Margin
in 2010
CER: constant exchange rates
51
From Business Net Income to Consolidated Net Income
€m 2010 2009 % Change
(reported €)
Business net income 9,215 8,629 +6.8%
Amortization
of intangible assets(1) (3,529) (3,528)
Impairment of intangible assets (433) (372)
Expenses
arising
on the workdown
of acquired
inventories
(30) (27)
Restructuring costs (1,372) (1,080)
Gains and losses on disposals, and litigation (138)
Tax effect on the items listed above &
other tax items
1,841 1,735
Share of items listed above attributable to
non‐controlling interests
3 1
Restructuring costs and expenses arising from the
impact of acquisitions on associates and Merial
(90) (93)
Net income attributable to equity holders of
sanofi‐aventis 5,467 5,265 +3.8%
(1)
Of which amortization expense generated by the remeasurement of intangible assets: €
(3,327) million in 2010 and €
(3,308) million in 2009
52
Record Free Cash Flow Delivered
in 2010
7,431
9,416
5 000
6 000
7 000
8 000
9 000
10 000
FY 2009 FY 2010
Free Cash Flow(1)
(€m)
FY 2010 FCF(1)
of €9.4bn,
+26.7%
Stable Working Capital in 2010
Lower level of CapEx down ‐13.6%
in 2010
Lower debt than 2008 after:
€9bn
invested in acquisitions over 2 years
Over €6bn
returned to shareholders through
dividend payment and share buyback over
2 years
(1) Free Cash Flow before
restructuring
costs, acquisitions of intangible assets
or businesses and payment
of dividends.
53
Net Debt
below
2008 Level
despite
Acquisitions
-2 000
0
2 000
4 000
6 000
8 000
10 000
12 000
Net Cash fromOperatingActivities CapEx
Acquisitions &Licensing
RestructuringCosts & Others
Dividend &Shares
RepurchasedNet Debt Dec 31, 2009
Net Debt Dec 31, 2010
€m
‐
4,128
‐
1,261
+ 10,677
‐
2,433
‐
1,577
Change in
Net Debt
+2,551
FCF
+ 9,416(1)
‐
980
(1)
FCF: Free Cash Flow before restructuring costs.(2)
Does not include contingent consideration obligations related to
business combinations or put options for non‐controlling interests.(3)
Includes €892m of restructuring costs.(4)
€321m of sanofi‐aventis shares repurchased in 2010.
‐
3,131
(3)(2)
‐
321
(4)
54
Transaction amount:
$20.4bn
(+CVR)
Thanks to favorable market
conditions and adequate structuring,
the average cost of funding of this
acquisition will be below 2%
before
tax in 2011
Solid credit ratings and stable
perspectives
Moody’s: P‐1 / A2
Standard & Poor’s: A‐1+ / AA‐
Genzyme
Acquisition Financing Secured
Bond issuance $7bn
U.S. commercial
paper
issuance
$7bn
Bridge facilities $4bn
Cash $2.4bn
Fully financed upfront cash
transaction
55A CVR Structure Rewarding both Genzyme and sanofi‐aventis Shareholders(1)
Production
milestone
Approval
milestone
Sales
milestone #1
Sales
milestone #2
Sales
milestone #3
Sales
milestone #4
Cash payments $1.00
per
CVR$1.00
per CVR$2.00
per CVR$3.00
per CVR$4.00
per CVR$3.00
per CVR
Triggers
Paid if specified
Cerezyme®
/
Fabrazyme®
production levels
are met in
2011
Paid upon final
FDA approval
of
LemtradaTM
for
multiple sclerosis
indication
Paid if
LemtradaTM
net sales post
launch exceed an
aggregate of
$400m
within four
specified quarters
per territory
Paid if and when
LemtradaTM
global net sales
exceed
$1.8bn
Paid if and when
LemtradaTM
global net sales
exceed
$2.3bn
Paid if and when
LemtradaTM
global net sales
exceed
$2.8bn
Estimated
timing of
potential
payments
January
2012 ~H2
2012 ~2014 2014‐2020 2015‐2020 2016‐2020
(1)
Details
are defined
in the Merger
Agreement and CVR Agreement to be
filed
with
the SEC
56
Simplified Consolidated Balance Sheets
(1)
Including effects of the measurement period adjustments on Merial’s
assets & liabilities in accordance with IFRS 3 (Business Combinations)
ASSETS
(€
million) 12/31/10 12/31/09(1) LIABILITIES & EQUITY
(€
million) 12/31/10 12/31/09(1)
Property, plant and equipment 8,155 7,830 Equity attributable to equity‐holders of sanofi‐aventis 53,097 48,322
Goodwill 31,932 29,733 Equity attributable to non‐controlling interests 191 258
Other intangible assets 12,479 13,747 Total equity 53,288 48,580
Non‐current financial assets, investments
in associates, and deferred tax assets 5,619 4,865 Long‐term debt 6,695 5,961
Non‐current liabilities related to business
combinations and non‐controlling interests 388 75
Non‐current assets 58,185 56,175 Provisions and other non‐current liabilities 9,326 8,236
Deferred tax liabilities 3,808 4,933
Inventories, accounts receivable and other
current assets 13,578 12,840 Non‐current liabilities 20,217 19,205
Cash and cash equivalents 6,465 4,692 Accounts payable and other current liabilities 8,424 8,023
Current liabilities related to business combinations
and non‐controlling interests 98 76
Short‐term debt and current portion of long‐term
debt 1,565 2,866
Current assets 20,043 17,532 Current liabilities 10,087 10,965
Assets held for sale or exchange 7,036 6,544 Liabilities related to assets held for sale or exchange 1,672 1,501
Total ASSETS 85,264 80,251 Total LIABILITIES & EQUITY 85,264 80,251
57
2.402.20
2.07
2.50
0,00
0,50
1,00
1,50
2,00
2,50
3,00
2007 2008 2009 2010
The Dividend Is a Key Element of our Value Proposition to Shareholders
Proposed
dividend
€2.50
per share in 2010
Option to receive payment in the
form of cash or shares
Expected strong free cash flow can sustain a stable or growing
dividend
in
the coming years
Dividend (€)
CAGR: +6.5%
58
Regular meetings with shareholders
France:
7
meetings in 2010, 8 planned in 2011
Thematic seminars: Oncology & Diabetes in 2010, Strategy & Outlook in 2011
Many meetings with analysts/investors worldwide
Actionaria shareholding event in Paris
November 18 to 19, 2011
Individual Shareholders Committee partially re‐elected in 2011
Forum for suggestions and debate
12 members gathering 4 times/year
Sanofi‐aventis Meets its Shareholders
59
Letter
to Shareholders
4 issues/year
Shareholder handbook
2011
Informative and useful website
«
Individual Shareholders
»
pages included in
IR section:
www.sanofi‐aventis.com/shareholders
Many videos on the sanofi‐aventis Web TV:
www.sanofi‐aventis.tv
Toll‐free hotlines
Within France:
0 800 075 876
Within U.S.: 1 888 516 3002
Regularly Informing our Shareholders
Compensation Policy
Gérard Van Kemmel
Director Compensation Committee
61
Composition of the Compensation Committee
The members of the Compensation Committee are:
Thierry Desmarest
Jean‐René
Fourtou
Claudie Haigneré
Lindsay Owen‐Jones
Gérard Van Kemmel (chairman)
In accordance with the AFEP‐MEDEF Corporate Governance Code, more than half the Committee members are independent
(3 out of 5)
62
Role of the Compensation Committee
Make recommendations and proposals to the Board, in particular about:
All aspects of the compensation packages of the Chief Executive Officer and
the Chairman of the Board
Policy relating to the granting of stock subscription options, stock purchase
options, restricted shares and/or performance shares (frequency,
categories of grantees, performance conditions)
Allocation of attendance fees among directors
Advise on the compensation policy for key senior executives
63
Executive Compensation: General
Principles
In accordance with the AFEP‐MEDEF Code, the Board pays particular attention to ensuring that:
All factors are taken into account in setting overall compensation packages
(specific benefits, retirement benefit commitments, etc)
Any new grant of stock subscription options or performance shares is
assessed with reference to all elements of compensation
The relationship between the variable and fixed portions is clearly stated
Performance criteria and conditions are stable over time
The compensation structure is consistent with the Group’s strategy
64
Jean‐François Dehecq’s Termination
Benefits
These benefits arise under resolutions duly submitted to and approved by several shareholders’
meetings
Related‐party transactions approved by the AGM of May 31, 2007 (pursuant
to
the “Breton”
law), under which Jean‐François Dehecq is entitled to:
the Company’s defined‐benefit pension plan
a benefit of 20 months’
compensation on leaving office as Chairman
(benefit payable on compulsory retirement under the Company’s
collective agreement)
Resolution approved by the AGM of May 14, 2008 (pursuant to the Labor,
Employment and Purchasing Power Law) setting performance conditions for
awarding the termination benefit.
Note that these resolutions were approved prior to the publication of the AFEP‐MEDEF Code in December 2008
65
Serge Weinberg’s Compensation
(in euros) 2009 2010 2011
Fixed compensation 0 439,748 700,000
Variable compensation 0 0 0
Attendance fees 6,215 35,625 0
Benefits in kind 0 4,785
Total 6,215 480,158 700,000
Stock options 0 0 0
Performance shares 0 0 0
66
Christopher Viehbacher’s Compensation
(in euros) 2009 2010 2011
Fixed compensation 1,200,000 1,200,000 1,200,000
Variable compensation 2,400,000 2,400,000 0% to 200%
Attendance fees 0 0 0
Benefits in kind 69,973 5,729
Total 3,669,973 3,605,729
Stock options (1) 250,000 275,000 300,000
Performance shares (1) 65,000 0 30,000
(1) Subject to a lock‐up period
67
Share‐based Compensation
Radically overhauled in 2011 to:
Limit the dilutive impact on shareholders: awards made in the form of
performance shares, except for a limited number of executives who are also
awarded stock subscription options
Make all awards subject to performance conditions
Differentiate the type of award according to the level of responsibility of the
grantee
Basis for awards:
Recognize
the grantee’s contribution to sanofi‐aventis’
development and
performance
Secure the grantee’s commitment going forward, and give him/her a direct
interest in the future of sanofi‐aventis
68
Performance Conditions
All awards of stock subscription options and performance shares are subject to two internal performance criteria:
Business Net Income
Return on Assets (ROA)
Awards to the Chief Executive Officer are also subject to a third (external) condition:
Total Shareholder Return
(TSR)
69
Resolution on the Granting
of Stock
Options
Renewal of the authorization last approved in May 2009
Significant reduction in the ceiling you are asked to approve:
The options granted to the Chief Executive Officer may not exceed 10% of this ceiling
Commitment by the Board to impose exacting performance conditions over a multi‐year period
Commitment by the Board to disclose in the Annual Report the extent to which performance conditions are met
from 2.5% to 1% of the share capital
General Meeting 2011
General Meeting 2011 Questions
& Answers
General Meeting 2011 Vote on the Resolutions