General Meeting 2016

72
May 4, 2016 2016 GENERAL MEETING Non-official translation for information purposes only

Transcript of General Meeting 2016

May 4, 2016

2016 GENERAL MEETING

Non-official translation for information purposes only

Forward Looking Statements

2

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 initiatives 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, 2015.

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

Agenda

3

2015 Financial Performance Jérôme Contamine, Executive Vice President, Chief Financial Officer

Introduction & Governance Serge Weinberg, Chairman of the Board of Directors

Compensation Policy Patrick Kron, Chairman of the Compensation Committee

Progress in Research & Development

Elias Zerhouni, President, Global R&D

Questions & Answers

Vote on the Resolutions

Perspectives Olivier Brandicourt, Chief Executive Officer

Introduction & Governance Serge Weinberg

Chairman of the Board of Directors

An Independent, Diversified and Renewed Board

5

14 Directors

Current Board Composition

● A majority of independent Directors (11 out of 14)

● 5 non-French Directors (31%)

● No over-boarding, for increased attendance and involvement

13 Directors

Proposed Board Composition

● A gradual and controlled renewal

● International

● Widely independent (10 out of 13)

● Gender-balanced (46% of women)

● A smaller Board

● Expertise in the scientific and pharmaceutical field:

Diane Souza and Thomas Südhof

An Active and Engaged Board

6

In 2015:

High attendance rate from Directors >91%

● Increased activity: 11 meetings

● Strategic review

● Presentations by key Group managers on their Business Units

● Review of proposed acquisitions, disposals and collaborations

● Transitional period for the office of Chief Executive Officer

Four Specialist Committees

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Audit Committee

Attendance rate 96%

Compensation Committee

Attendance rate 100%

● Chairman: Robert Castaigne ● 3 financial experts ● 3 independent members out of 4 ● 6 meetings in 2015

● 3 independent members out of 4 ● 6 meetings in 2015 ● The main activities of this Committee will be

presented by Patrick Kron

● Regular reviews: main risks which may have an impact on financial statements

● Specific reviews: notably progress reports on acquisitions, R&D agreements and update on compliance programs

Four Specialist Committees (cont’d)

8

Appointments

and Governance Committee

Attendance rate 100%

Strategy Committee

Attendance rate 92%

● 4 independent members out of 4 ● 6 meetings in 2015

● Appointment of the new Chief Executive Officer ● Setting of a framework for the review

of the succession plan ● Evaluation of the work of the Board and

its Committees

● 4 independent members out of 6 ● 5 meetings in 2015

● Reviews of activities, in particular of new product launches

● Strategic review and prospects ● Review of proposed R&D collaborations,

acquisitions and partnerships

Sanofi Share Performance vs. CAC 40 and Pharmaceutical Sector from January 2015

9

€50

€55

€60

€65

€70

€75

€80

€85

€90

€95

€100

€105

- 4.8%

CAC 40 + 4.0%

US Pharma + 5.7%

EU Pharma - 4.2%

Source : Bloomberg (31/12/2014 - 02/05/2016) EU Pharma = 7 pharmaceutical companies; US Pharma = 6 pharmaceutical companies

Sanofi Share Performance vs. Pharma Company Peers from January 2015

10 Source: Bloomberg (12/31/2014 - 05/02/2016)

-4.8%

11

The Dividend Is a Core Part of our Value Proposition to Shareholders

(1) Submitted for approval by shareholders at the Annual General Meeting on May 4, 2016

Evolution of Dividend

2014

€2.85

2013

€2.80

2012

€2.77

2011

€2.65

2015

€2.93(1)

● Proposed dividend of €2.93 per share for 2015 financial year(1)

● 22nd consecutive year of dividend increase

7.1%

12.6%

13.6% 29.4%

9.1%

5.9%

7.8%

An International and Diversified Shareholder Base(1)

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United States

France

Institutional investors

75.6% UK

Other EU countires

Asia

Germany

Switzerland

Canada

Rest of the world L’Oréal

Individual Shareholders Employees

1,305,696,759 shares

0.3% Treasury

Miscellaneous

7.2% 2.5%

3.5% 1.3%

1.4%

1.8% 3.7%

(1) Shareholder structure as of December 31, 2015, source: NASDAQ Corporate Solutions 12

Strengthen Employee Share Ownership

13 (1) At December 31, 2015

Sanofi Wants to Strengthen Employee Share Ownership

● 21st resolution adopted by Shareholders at the General Meeting of May 4, 2015

● To be implemented in June 2016

● More than 80 countries participating

4 plans since 2005

● >2 million shares subscribed

● >1.5 million shares subscribed

Global share plan awarding 20 restricted shares to each Group employee ● >2.1 million restricted shares allocated

● >1.6 million shares subscribed

1.3%(1) of Sanofi

share capital is held by employees

Action 2005

Action 2007

Share 2010

Action 2013

13

Compensation Policy

Chairman of the Committee since March 3, 2016, succeeding Jean-René Fourtou

Patrick Kron

Chairman of the Compensation Committee*

Composition of the Compensation Committee

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● Patrick Kron, Chairman of the Committee since March 3, 2016

● Claudie Haigneré

● Christian Mulliez

● Jean-René Fourtou Chairman of the Committee until March 3, 2016

In accordance with the

AFEP-MEDEF Code,

more than half the members are

independent (3 out of 4)

The Compensation Committee is composed of:

Compensation Policy for the Chairman of the Board

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● No Directors’ attendance fee

● No annual variable compensation

● No equity compensation

● No compensation payable upon termination of office

● No pension entitlement

● Annual fixed compensation (gross amount)

● No adjustment in spite of the temporary combining of the offices of Chairman of the Board and Chief Executive Officer for five months

Elements of Compensation of Serge Weinberg in 2015

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Amounts due Comments

Fixed compensation €700,000 Fixed compensation unchanged since his appointment as Chairman of the Board on May 17, 2010

€8,218 Company car

Total €708,218

Compensation Policy for the Chief Executive Officer

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● Annual fixed compensation (gross amount)

● Annual variable compensation (gross amount)

● Equity compensation

● Options to subscribe for shares

● Performance shares

● No Directors’ attendance fee

● Compensation payable upon termination of office ● Severance benefit ● Top-up pension plan ● Non-compete undertaking

Elements of Compensation of Olivier Brandicourt in 2015

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Amounts due Comments

Fixed compensation €895,455 €1,200,000 pro rated with his presence within the Group

Variable compensation €1,491,300

Between 0% and 250% of his fixed compensation Target: 150% of his fixed compensation Vesting: 165.7% of his fixed compensation

Options 220,000 options to

subscribe for shares

Exercise price: €89.38

Performance shares 45,000 performance shares

Equity Compensation of Olivier Brandicourt in 2015

● 220,000 options to subscribe for shares

● 45,000 performance shares

● Performance conditions measured over 3 years

● 3 performance criteria

● Business net income (50%)

● Return on assets (30%)

● Total shareholder return (20%)

2015 Plan Conditions 2015 Grant

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Indemnification of Elements Lost by Olivier Brandicourt

Amounts due Comments

Exceptional compensation 2015 €2,000,000 Upon his taking up office

Exceptional compensation 2016 €2,000,000 In January 2016 and subject to a condition of

continued employment

Performance shares 66,000 shares Performance shares granted in 2015 with a 3-year vesting period and subject to performance conditions

Pension plan Attribution of ten years’ service subject to his presence within the Group at the time of retirement

2015 Financial Performance Jérôme Contamine

Executive Vice President, Chief Financial Officer

(1) Including Sanofi’s Animal Health business, Merial. Following the announcement of exclusive negotiations with Boehringer Ingelheim and as an IFRS presentation requirement for discontinued operations, Net Income for Merial will be reported on a separate line

(2) CER: Constant Exchange Rates. On a reported basis, 2015 aggregate sales were up 9.7% and Business EPS was up 8.5%

Aggregate Group Sales(1) Business EPS

8 075 M€

9 378 M€

FX Impact FY 2015 Incremental Sales at CER

FY 2014

2015 Business EPS Up 8.5% on a Reported Basis and Stable at CER

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+€2,549m

+€738m +2.2% at CER(2)

€33,770m

€37,057m

FY 2015 FX Impact FY 2014

5,20 €

Stable at CER(2) €5.20

€5.64 +€0.44

Genzyme, Vaccines and Animal Health Drove Sales Growth in 2015

24 CER: Constant Exchange Rates (1) FY 2015 sales of Pharmaceuticals include €9m of Praluent®

Genzyme

Consumer Healthcare

Oncology

Diabetes

Established Products

% of Sales

9.9%

4.1%

20.5%

9.4%

31.3%

Animal Health

Vaccines 12.8%

6.8%

Pharmaceuticals(1) 80.4%

Generics 5.2%

Growth at CER

€3,664m

€3,492m

€1,504m

€7,580m

€11,633m

+29.5%

+2.8%

-1.9%

-6.8%

-2.3%

€2,515m

€4,743m

+10.8%

+7.3%

€29,799m +0.8%

€1,917m +7.6%

Balanced Geographical Sales Split in 2015 with Leadership Position in Emerging Markets

32.4%

36.2%

21.7% 9.7%

Emerging Markets Total Sales by Region

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+4.0% +5.4% +6.8% Growth at CER +13.2%

€3,732m €3,305m

€2,429m €2,319m

Asia Latin America Eastern Europe,Russia & Turkey

Africa & MiddleEast

Emerging Markets(1) €12,014m +7.8% at CER

U.S. €13,406m

-1.0% at CER

Western EU €8,026m

+0.9% at CER

RoW(2) €3,611m

-2.5% at CER

Evolution of FY 2015 aggregate sales at CER (constant exchange rates) (1) 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 (2) RoW: Japan, South Korea, Canada, Australia, and New Zealand

Solid Financial Performance in 2015

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€m FY 2015(1) FY 2014(1) % Change

(reported €) % Change

(CER)

Aggregate Group sales 37,057 33,770 +9.7% +2.2%

Aggregate Other revenues 360 339 +6.2% -4.7%

Aggregate Gross profit 25,613 23,080 +11.0% +2.0%

Aggregate R&D (5,259) (4,824) +9.0% +1.8%

Aggregate SG&A (10,247) (8,991) +14.0% +6.0%

Aggregate Business operating income 9,948 9,449 +5.3% -2.9%

Effective tax rate 23.0% 24.0% - -

Business net income 7,371 6,847 +7.7% -0.9%

CER: Constant Exchange Rates (1) Including Sanofi’s Animal Health business, Merial. Following the announcement of exclusive negotiations with Boehringer Ingelheim and as an IFRS presentation

requirement for discontinued operations, Net Income for Merial will be reported on a separate line

Increasing Investments in R&D and New Product Launches

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2015 2014 2015 2014

R&D Expenses (€m)

SG&A Expenses (€m)

14.2% of sales

27.7% of sales

€10,247m

€5,259m €4,824m

€8,991m

26.6% of sales

14.3% of sales

69.1%

2015 2014

68.3%

Aggregate Gross Margin (%)

+1.8% at CER(1)

+6.0% at CER(2)

CER: Constant Exchange Rates (1) +9.0% on a reported basis (2) +14.0% on a reported basis

Consolidated Net Income(1)

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€m 2015(2) 2014(2) % change (reported €)

Business net income 7,371 6,847 7.7%

Amortization of intangible assets (2,137) (2,081)

Impairment of intangible assets (767) 31

Fair value remeasurement of contingent consideration liabilities 53 (303)

Restructuring costs (795) (404)

Other gains and losses, and litigation - 35

Additional yearly expense related to U.S. Branded Prescription Drug Fee(3) - (116)

Tax effect of items listed above 1,331 928

Other tax items (111) (110) Restructuring costs of associates and joint ventures, expenses arising from the impact of acquisitions on associates and joint ventures, and share of items listed above attributable to non-controlling interests

(166) (191)

Animal Health items (492) (246)

Net income attributable to equity holders of Sanofi 4,287 4,390 -2.3%

(1) Attributable to equity holders of Sanofi (2) Animal Health reported separately in accordance with IFRS 5 (Non-Current Assets Held for Sale and Discontinued Operations) (3) Annual fee related to 2013 sales following the final IRS regulation issued in July 2014 that has changed the timing of liability recognition and leads to a one-time “double” expense in the year of 2014

€7.7bn

€6.0bn €7.2bn €7.3bn

2012 2013 2014 2015

€7.4bn €6.5bn

€7.2bn

€8.1bn +12.2%

2012 2013 2014 2015

Strong Free Cash Flow and Low Debt

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Free Cash Flow(1)

● Strong long-term credit ratings (Moody’s A1; S&P AA) ● Average cost of borrowings(2): 1.6%

Net Debt

(1) Free Cash Flow after change in working capital and after CapEx (2) Borrowing includes bonds denominated in € and U.S.$ and U.S. Commercial Paper drawings post swap into €

Capital Investments Grew by 19.7% in 2015 Reflecting Expansion in Biologic Products

30

2015

€1.5bn

2014

€1.2bn

Industrial Affairs R&D

Support Functions

Genzyme, Vaccines & Animal Health(1)

Pharmaceutical Operations

In 2016, capital expenditure is expected to reach €1.8bn

Capital Expenditure Evolution and Breakdown in 2015

9%

7%

12%

7%

65%

(1) Excluding Industrial Affairs

Strong Balance Sheet

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December 31, 2015

ASSETS

LIABILITIES & EQUITY

Net Debt (A-B) 7.3

In €bn Change vs. December 31, 2014

-2.1 Intangible assets

Other non-current assets

WCR

Net cash (B)

Equity attributable

Provisions and other non-current liabilities

Financial debt (A)(1)

Assets held for sale or exchange

Liabilities related to assets held for sale or exchange

-0.1

-2.2

+5.8

+1.8

+1.9

-1.6

+1.0

+1.9

51.6

20.1

2.2

5.8

9.1

58.2

13.2

1.0

16.4

+0.1

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

Stable to slightly growing

Progressive

Mid-single digit

Around 69%

Stable

€0.08 increase(1)

+4.5%

69.1%

Objectives Results

Sanofi Delivered on its 2015 Financial Objectives

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Gross Margin

OpEx Growth Rate at CER

Business EPS Guidance at CER

Dividend Growth

(1) Proposed dividend of €2.93 per share for 2015 financial year

● SANOFI IR: Mobile application dedicated to Sanofi’s financial news ● New section dedicated to individual shareholders

● 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

Regular Information for our Shareholders

33

Meetings with Shareholders Around France

Individual Shareholder Committee

● 4 meetings in 2015

● Visit of Frankfurt industrial site ● Insulin production, SoloStar® and Toujeo® pen

assembly line

● Meetings with Serge Weinberg, Olivier Brandicourt and Jérôme Contamine

Meetings with Shareholders

● 8 meetings in France in 2016 ● March 14: Lyon

● March 21: Nantes

● May 24: Aix en Provence

● June 27: Biarritz

● September 12: Bordeaux

● September 29: Nice

● November 28: Tours

● December 8: Reims

● 7 meetings with wealth managers

● Actionaria shareholder exhibition ● November 18-19: Paris

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Biarritz

Perspectives Olivier Brandicourt

Chief Executive Officer

Challenges for the Pharmaceutical Industry, Opportunities for Sanofi

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Participate in the evolution of medicine

Contribute to advancing healthcare throughout the world ● In the context of growing population with increasing life expectancy

Anticipate the transformation of the pharmaceutical industry

2015 - A Year of Transformation with Significant Achievements

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3 launches of major products – Toujeo®, Praluent® and Dengvaxia®

3 submissions for regulatory review(1)

Significant R&D alliances in Oncology and Diabetes(2)

Key first transaction announced in Consumer Healthcare(3)

New organizational model in place to drive focus and simplification

2020 strategic roadmap to create long term value

(1) LixiLan, combination of insulin glargine and lixisenatide (U.S.), sarilumab (U.S.) and lixisenatide (U.S.) (2) BioNTech, Evotec, Hanmi, Innate Pharma, Lexicon Pharmaceuticals, Regeneron and Verily (formerly Google Life Sciences), (3) December 15, 2015 press release: Sanofi and Boehringer Ingelheim enter exclusive negotiations on business swap: subject to execution of a definitive agreement and regulatory approvals

Reshape the portfolio

Deliver outstanding

launches

Strengthen innovation

in R&D

New organization for

greater efficiency

Four Strategic Priorities

1

2

3

4

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Reshape the Portfolio Focused on Human Health

● Multiple Sclerosis(1)

● Oncology(1)

● Immunology(1)

● Consumer Healthcare(2)

● Animal Health

● Generics(2) in Europe

● Diabetes/ Cardiovascular

● Vaccines

● Rare Diseases(1)

● Emerging Markets(2)

Explore strategic options

Sustain leadership

Build competitive positions

1

39

A B C

(1) Will be part of Specialty Care Global Business Unit (2) Will be part of General Medicines and Emerging Markets Global Business Unit

(1) Excluding CHC in China (2) Exclusive negotiations announced on December 15, 2015; following consultations with the relevant social bodies and subject to appropriate regulatory approvals

Planned Swap of Sanofi Animal Health Business and Boehringer Ingelheim (BI) Consumer Healthcare Business(1)

1

BI Consumer Healthcare

Objective: Close of

potential transaction by year-end(2)

40

Sanofi Animal Health

Sanofi Would Become Global Leader in Consumer Healthcare

10 key brands of Sanofi: ~50% of sales in 2015

7 key brands of Boehringer Ingelheim: >60% of sales in 2015

Strengthening in priority categories(1) • Digestive Health: #1 • Feminine Care: #1 • Pain Care: #2 • Allergy Solutions: #3 • VMS(2): #3 • Cough & Cold Care: #6

(1) As per Sanofi definition; combined wolrdwide sales; source: Nicholas Hall & Company FY 2014 (2) Vitamins, Minerals and Supplements

1

41

Reshape the portfolio

Deliver outstanding

launches

Strengthen innovation

in R&D

New organization

for greater efficiency

Four Strategic Priorities

42

1

2

3

4

Six Major Launches of Key Products

LixiLan, dupilumab and sarilumab have not yet been commercialized (1) LixiLan is a project name and is not the intended brand name for the combination of insulin glargine and lixisenatide

2

43

(1)

Launch of New Insulin Toujeo® Is on Track

● Global Toujeo® sales progressing ● Rapid market access obtained

in the U.S.(1)

● Launched globally in over 20 countries

(1) As of January 1, 2016, 86% of commercial and 91% of Medicare lives covered

Ex U.S.

U.S.

2015 Global Toujeo® Sales of €164m

44

€7m €13m

€46m

€98m

Q1 2015 Q2 2015 Q3 2015 Q4 2015

2

Praluent®, Available for Hypercholesterolemic Patients on the U.S. Market since July 2015

● More than 170 million patients covered for a potential treatment with Praluent® in the United States(1)

● Reimbursement discussions initiated in Europe

● Cardiovascular outcomes study ongoing

● 2nd interim analysis results potentially in H2 2016(2)

Praluent® is developed and commercialized in collaboration with Regeneron (1) >170m Commercial and Medicare lives now covered (2) Odyssey Outcomes : Second interim analysis for futility and overwhelming efficacy potentially in H2 2016 when 75% of the targeted number of primary events have occurred 45

2

Sanofi Pasteur Launches First Ever Vaccine for the Prevention of Dengue

(1) The Mexican Federal Commission for the Protection against Sanitary Risks, Philippines' Food and Drug Administration, Brazilian regulatory authorities ANVISA and El Salvador Dirección Nacional de Medicamentos approved Dengvaxia®, tetravalent dengue vaccine, for the prevention of disease caused by all four dengue virus serotypes in individuals from 9-45 years of age living in endemic areas

● Submission of regulatory file in 20 endemic countries of Asia and Latin America

● 4 approvals granted(1): Mexico, the Philippines, Brazil and El Salvador

● First doses shipped and launch of public dengue immunization program in the Philippines

● Preparing for future launches

● Recommended in endemic countries by Strategic Advisory Group of Experts on Immunization convened by the World Health Organization

46

2

Important Launches in the Next 12 Months

47

Dupilumab and sarilumab are developed in collaboration with Regeneron: dupilumab = IL4Rα – Interleukin-4 alpha receptor in atopic dermatitis, asthma, nasal polyposis, eosinophilic oesophagitis; sarilumab : Interleukin-6 receptor: contributes to the inflammatory mechanism of rheumatoid arthritis LixiLan is a project name and is not the intended brand name for the combination of insulin glargine and lixisenatide (1) Glycosylated hemoglobin (HbA1c) tests show what a person's average blood glucose level was for the 3 months before the test. This can help determine the risk of complications over the long term.

Proof-of-concept study (323 patients): a 24-week randomized, open-label, trial comparing the efficacy and safety of insulin glargine/lixisenatide fixed ratio once-daily combination versus insulin glargine, in type 2 diabetes inadequately controlled with metformin

● Potential new treatment for patients suffering from moderate to severe atopic dermatitis

● Multiple indications

● U.S. submission in atopic dermatitis planned for third quarter 2016

Immunology

● Potential new option for patients with rheumatoid arthritis

● Important unmet needs despite existing treatments

● U.S. regulatory decision expected in fourth quarter 2016

Immunology

● Fixed ratio combination of two active components to improve care of people with type 2 diabetes

● More patients with HbA1c <7%(1)

● U.S. FDA advisory committee on May 25, 2016

2

Reshape the portfolio

Deliver outstanding

launches

Strengthen innovation

in R&D

New organization for

greater efficiency

Four Strategic Priorities

1

2

3

4

48

Innovation in R&D to Ensure Future Growth 3

49

Translational Medicine

Open Innovation

Ambition to increase annual R&D investments

up to €6bn by 2020

Concentration of resources

on most promising projects

New Major Partnerships Signed in R&D

50

Immuno-Oncology

Diabetes

Rare Diseases

3

Reshape the portfolio

Deliver outstanding

launches

Strengthen innovation

in R&D

New organization for

greater efficiency

Four Strategic Priorities

1

2

3

4

51

New Organization for Greater Efficiency

Sanofi Pasteur (Vaccines)

Sanofi Genzyme

(Specialty Care)

Merial (Animal Health)

Diabetes & Cardiovascular

General Medicines & Emerging Markets

4

52

Research & Development

Industrial Affairs

Finance Human Resources

Business Development

& Strategy

External Affairs

Medical Legal

5 Global Business Units(1)

Globalized Functions =

Accountability, efficiency & excellence

(1) Definitive implementation of the new structure is subject to mandatory labor consultations

Targeting Cost Savings of €1.5bn by 2018 Largely Reinvested to Support Growth(1)

(1) At CER, before inflation and tax on a constant structure basis and by 2018

● Significant investments required to launch biologics and to support growing businesses

● Sanofi aims to generate cost savings of €1.5bn by 2018 to:

● Balance the need for increased resources

● Partly offset reduced diabetes sales expectations

4

53

A Strong Presence in France

~25% of global headcount

Headquarters in Paris

Strong activity in research and

production on more than 40 sites

~40% of global R&D budget

Paris Neuville sur Saône Strasbourg

54

Our Social, Environmental and Community Responsibilities

● Expanding access to healthcare 300 programs over 15 years 190 million beneficiaries Sanofi Espoir Foundation Partnerships: Bill & Melinda Gates Foundation Samu Social in France

● Fighting against counterfeiting and providing

quality medicines worldwide

● Reducing our environmental footprint

55

Encouraging First Quarter 2016 Sales Given High Base for Comparison

56

Aggregate Group Sales Business EPS

Q1 2016 Incremental EPS at CER

+€0.07

Q1 2015 FX Impact

-€0.05

(1) Reflecting reclassification of VaxServe from Sales to Other revenues (2) On a reported basis, Q1 2016 Aggregate Sales were down -1.9% and Business EPS was up +1.5%

+5.3% at CER(2)

Q1 2015 FX Impact

-€228m

+€61m

Incremental Sales at CER

Q1 2016

+0.7% at CER(2)

€8,710m

€8,543m €1.32

€1.34

(1)

Aggregate Group Sales +3.0% at CER excluding Venezuela

Outlook for 2016

57 57

Business EPS Growth

Estimated FX Impact on Business EPS

Broadly stable at CER(1,2)

FY 2016

57

Around -3%(3) based on March 2016 average exchange rates

(1) Barring major unforeseen adverse events (2) FY 2015 Business EPS of €5.64 (3) Difference between variation on a reported basis and variation at CER when applying March 2016 average exchange rates to the remaining quarters of the year

Objectives for 2015-2020(1)

58

2015 2020 Expected sales CAGR of +3% to +4%

beginning in 2018 Business EPS expected

to grow faster than sales

(1) Based on current group structure and at CER

Progress in Research & Development Elias Zerhouni

President, Global R&D

Significant R&D Turnaround since 2012

60

2012 2015

Quality over Quantity(1) 79 projects 44 projects

Prioritization Unprioritized Tiering system

Biologics(2) 58% 85%

R&D Budget ~14% of sales ~14% of sales

Launches 3 launches since 2008(3) 9 launches since 2012(4)

(1) From first in human to approval (2) Peptide, protein, nucleic acid based molecular entities and vaccines (3) From beginning of 2008 to end of 2011: Pentacel® (2008), Multaq® (2009), Jevtana® (2010) (4) Toujeo®, Cerdelga®, Lemtrada®, Aubagio®, Zaltrap®, Kynamro®, Hexaxim®, Fluzone® Quadrivalent, Praluent®

Expected Regulatory Decisions Q1 Q2 Q3 Q4 ● Toujeo® in Diabetes (U.S. & EU)

● Praluent® in Hypercholesterolemia (U.S. & EU)

● Dengvaxia® in endemic countries

Expected Regulatory Submissions Q1 Q2 Q3 Q4 ● Lixisenatide in Diabetes (U.S.)

● LixiLan in Diabetes (U.S. & E.U.)

● Sarilumab in Rheumatoid Arthritis (U.S.)

Expected Headline Phase III Data Releases Q1 Q2 Q3 Q4 ● Lixisenatide ELIXA CV outcome study in Diabetes

● LixiLan in Diabetes

● Sarilumab in Rheumatoid Arthritis

Expected Phase III Start Q1 Q2 Q3 Q4 ● Dupilumab in Asthma

Major Progress Achieved in 2015

61

Many Milestones Ahead in 2016

62

Expected Regulatory Decisions Q1 Q2 Q3 Q4 ● Dengvaxia® in endemic countries ● Lixisenatide in Diabetes (U.S.) ● LixiLan in Diabetes (U.S.) ● Sarilumab in Rheumatoid Arthritis (U.S.) Expected Regulatory Submissions Q1 Q2 Q3 Q4 ● LixiLan in Diabetes (E.U.) ● Dupilumab in Atopic Dermatitis (U.S.) ● Sarilumab in Rheumatoid Arthritis (EU) Expected Phase III / IIIb Topline Data Q1 Q2 Q3 Q4 ● Dupilumab in Atopic Dermatitis (SOLO 1 & 2 / CHRONOS) ● Sarilumab in Rheumatoid Arthritis (MONARCH) ● Insulin lispro in Diabetes (SORELLA) ● Praluent® ODYSSEY OUTCOMES 2nd interim analysis(1)

Expected Phase III Starts Q1 Q2 Q3 Q4 ● Olipudase alfa in Niemann Pick type B(2) ● NeoGAA in Pompe ● PD-1 Inhibitor in Cutaneous Squamous Cell Carcinoma(2) ● Fitusiran in Hemophilia ● Efpeglenatide in Diabetes ● Sotagliflozin in Diabetes ● Isatuximab in Multiple Myeloma

(1) Second interim analysis for futility and overwhelming efficacy when ~75% of events have occurred potentially in H2 2016 (2) Pivotal phase II/III trial

Dupilumab: New Innovative Investigational Agent with Positive Phase III Results in Atopic Dermatitis

Dupilumab is an investigational agent under clinical development and its safety and efficacy has not been fully evaluated by any Regulatory Authority Dupilumab is developed in collaboration with Regeneron / IL4Rα – Interleukin-4 alpha receptor (1) For illustration only. While these pictures are from the Phase IIb clinical trial, individual results may vary (2) See press release of April 1, 2016 (3) Most frequently Treatment Emergent Adverse Events include serious and severe infections, injection site reactions and conjunctivitis 63

● Atopic dermatitis – severe form of eczema, is a type of inflammation of the skin, resulting in itchy, red, swollen, and cracked skin

● Results of Phase III studies SOLO 1 and 2(2)

● 36% to 38% of treated patients achieved clearing or near-clearing of skin lesions

● Percent improvement in EASI from baseline was 67% to 72%(3)

● Results of Phase III study CHRONOS expected in second quarter 2016

Images of a patient before and after dupilumab therapy in Phase II trial

(Individual results may vary)(1)

Sarilumab: New Investigational Product Being Evaluated for Patients with Moderate to Severe Rheumatoid Arthritis

Sarilumab is developed in collaboration with Regeneron / IL6R – recepteur Interleukin-6 (1) Not included in the initial BLA filed with FDA (2) Marketed by AbbVie as HUMIRA®

(3) See press release of March 11, 2016 (4) Most frequently Treatment Emergent Adverse Events include serious infections, injection site erythema and neutropenia 64

Immunology

● Rheumatoid Arthritis: autoimmune disease causing inflammation in joints that can cause physical disabilities

● Sarilumab: inhibitor of IL6 receptor being evaluated for subcutaneous administration every two weeks

● Results of comparative MONARCH study(1) ● Superiority of sarilumab over adalimumab(2)

in monotherapy (DAS28-ESR: improvement in signs and symptoms of active rheumatoid arthritis) in patients who were inadequate responders to, intolerant of, or inappropriate candidates for methotrexate(3,4)

65

Three Filings Are Being Evaluated

Regulatory decision in the United States expected in August 2016(2)

Regulatory filings in Europe expected in March 2016

Type 2 Diabetes Rheumatoid Arthritis

Regulatory decision in the United States expected in July 2016(1)

Regulatory decision in the United States expected in fourth quarter 2016(3)

Regulatory filings in Europe expected in third quarter 2016

lixisenatide

Type 2 Diabetes

Sarilumab is developed in collaboration with Regeneron (1) Sanofi announced that the U.S. FDA accepted the lixisenatide NDA for review on September 29, 2015; lixisenatide was approved for treatment of Type 2 Diabetes in Europe in February 2013 (2) Sanofi announced that the U.S. FDA accepted the LixiLan NDA for review on February 22, 2016 (3) Sanofi and Regeneron announced that the U.S. FDA accepted the sarilumab BLA for review on January 8, 2016

(1) Phase II/III pivotal study

Seven New Products Expected to Enter Phase III in 2016

66

Expected Phase III Starts Q2 Q3 Q4

● Olipudase alfa(1) Niemann Pick type B Disease ● NeoGAA Pompe Disease ● PD-1 Inhibitor(1) Cutaneous Squamous Cell Carcinoma ● Fitusiran Hemophilia ● Efpeglenatide Diabetes ● Sotagliflozin Diabetes ● Isatuximab Multiple Myeloma

Olipudase Alfa: An Investigational Treatment for Niemann-Pick Disease Type B

(1) The Breakthrough Therapy designation is supported by data from a completed Phase 1b study. The data on repeat-dose safety, pharmacodynamics, and exploratory efficacy support continued development for the investigational use in nonneurological manifestations of ASMD 67

Niemann-Pick disease type B

● Serious and life-threatening disorder characterized by fat deposits in spleen and liver

● Non-neurological manifestations of Acid Sphingomyelinase Deficiency (ASMD)

Olipudase alfa

● Investigational enzyme replacement therapy

● Supplementing the defective or deficient native enzyme

R&D Milestones

● Granted “Breakthrough Therapy” designation by FDA(1)

● Start of pivotal Phase II/III study expected in second quarter 2016

Neo GAA: Investigational Second Generation Therapy for Pompe Disease

68

Pompe Disease

● Progressive, debilitating and often fatal neuromuscular disease

● Genetic deficiency or dysfunction of the lysosomal enzyme acid alpha-glucosidase (GAA)

● 50,000 people affected worldwide

Neo GAA

● Investigational novel enzyme replacement therapy

● Favorable safety profile

R&D Milestones

● Encouraging results of Phase I/II clinical study

● Start of Phase III study expected in second quarter 2016

Alnylam Collaboration Provides Access to Unique Rare Genetic Disease Therapies, Notably Fitusiran(1)

69 TTR: transthyretin is the disease-causing protein in TTR-mediated amyloidosis; AT: antithrombin is a key endogenous anticoagulant (1) Sanofi has exclusive territory rights for the ALN-TTR programs outside North America and Western Europe

patisiran RNAi therapeutic targeting transthyretin (TTR)

Phase III ongoing in TTR Amyloidosis - Familial Amyloidotic Polyneuropathy

revusiran RNAi therapeutic targeting transthyretin (TTR)

Phase III ongoing in TTR Amyloidosis - Familial Amyloidotic Cardiomyopathy

fitusiran RNAi therapeutic targeting antithrombin (AT)

Phase III trials in severe hemophilia A and B patients planned to start in third quarter 2016

Strengthening our R&D Portfolio in Diabetes with Two In-Licensing Agreements

70

In Phase III in type 1 diabetes

Start of Phase III in type 2 diabetes expected in fourth quarter 2016

Sotagliflozin Dual SGLT1 and SGLT2 inhibitor(1)

● Limiting meal time glucose absorption and increasing renal glucose excretion

● Favorable safety profile

Efpeglenatide Long acting GLP-1(2)

● Diabetes/Obesity ● Weekly/monthly administration

Start of Phase III in type 2 diabetes expected in fourth quarter 2016

(1) Sodium-glucose cotransporter type 1 and 2 (2) LAPS CA-Exendin-4 analog

New Strategic Alliance with Regeneron to Develop Cancer Treatments in Emerging Field of Immuno-Oncology

71

● Establish Sanofi’s presence in cancer immunotherapy, a rapidly growing and attractive segment of oncology

● Expand oncology pipeline, developing potentially best-in-class new antibodies and novel combination therapies

● Enable development of multiple assets in Immuno-Oncology

● PD-1 Inhibitor: start of pivotal Phase II/III study in Cutaneous Squamous Cell Carcinoma in second quarter 2016

Further Expanding the R&D Pipeline Is a Key Strategic Priority

72

Phase I Phase II Phase III Registration GZ402668

GLD52 (anti-CD52 mAb) Relapsing multiple sclerosis

GZ402666 neoGAA

Pompe Disease

GZ389988 TRKA antagonist

Osteoarthritis

SAR339375 Anti-miR21 RNA Alport syndrome

SAR425899 GLP-1R/GCGR dual agonist

Type 2 diabetes

fitusiran (ALN-AT3) siRNA targeting Anti-Thrombin

Hemophilia

SAR438335 GLP-1R/GIPR dual agonist

Type 2 diabetes

UshStat® Myosin 7A gene therapy

Usher syndrome 1B

SAR438544 Stable glucagon analog

Diabetes

SAR228810 Anti-protofibrillar AB mAb

Alzheimer’s disease

SAR440067 (LAPS Insulin 115)nn Long acting insulin analog

Type 2 diabetes

SAR439152 Myosin inhibitor

Hypertrophic cardiomyopathy

SAR566658 Maytansin-loaded anti-CA6 mAb

Solid tumors

SAR407899 rho kinase

Microvascular angina

SAR408701 Anti-CEACAM5 ADC

Solid tumors

SAR366234 EP2 receptor agonist

Elevated intraocular pressure

SAR439684 PD-1 inhibitor

Cancer

Streptococcus pneumonia Meningitis & pneumonia vaccine

SAR428926 LAMP-1 inhibitor

Cancer

Herpes Simplex Virus Type 2 HSV-2 vaccine

N

N

N

N

N

N

N

N

N

N

N

N

N

N

N

dupilumab Anti-IL4Rα mAb Nasal polyposis;

Eosinophilic oesophagitis

olipudase alfa rhASM

Niemann-Pick type B

SAR156597 IL4/IL13 Bi-specific Ab

Idiopathic pulmonary fibrosis

GZ402671 Oral GCS inhibitor

Fabry Disease

SAR100842 LPA1 receptor antagonist

Scleroderma

SAR422459 ABCA4 gene therapy

Stargardt disease

SAR439954 (sotagliflozin) Oral SGLT-1&2 inhibitor

Type 2 diabetes

Combination ferroquine / OZ439

Antimalarial

SAR439977 (efpeglenatide)n Long-acting GLP-1 receptor agonist

Type 2 diabetes

Rabies VRVg Purified vero rabies vaccine

sarilumab Anti-IL6R mAb

Uveitis

Tuberculosis Recombinant subunit vaccine

isatuximab Anti-CD38 naked mAb

Multiple myeloma

Fluzone® QIV HD Quadrivalent inactivated

influenza vaccine - High dose

N

N

N N

N

SAR342434 insulin lispro

Type 1+2 diabetes

SAR439954 (sotagliflozin) n Oral SGLT-1&2 inhibitor

Type 1 diabetes

sarilumab Anti-IL6R mAb

Rheumatoid arthritis, EU

dupilumab Anti-IL4Rα mAb

Atopic dermatitis, Asthma

patisiran (ALN-TTR02) siRNA inhibitor targeting TTR

Familial amyloidotic polyneuropathy

revusiran (ALN-TTRsc) siRNA inhibitor targeting TTR

Familial amyloidotic cardiomyopathy

Jevtana® cabazitaxel

Metastatic prostate cancer (1L)

Clostridium difficile Toxoid vaccine

VaxiGrip® QIV IM Quadrivalent inactivated

influenza vaccine (6-35 months)

Pediatric pentavalent vaccine DTP-Polio-Hib

Japan

Men Quad TT 2nd generation meningococcal

ACYW conjugate vaccine

N

N

N

N

lixisenatide GLP-1 agonist

Type 2 diabetes, U.S.

LixiLan Fixed-Ratio insulin glargine + lixisenatide

Type 2 diabetes, U.S., EU

sarilumab Anti-IL6R mAb

Rheumatoid arthritis, U.S.

Dengvaxia®(1) Mild-to-severe

dengue fever vaccine

PR5i DTP-HepB-Polio-Hib

Pediatric hexav. vaccine, U.S.

VaxiGrip® QIV IM Quadrivalent inactivated

influenza vaccine (3 years+)

N

N

N

N

N

N

N

N

N

N

Immunology

Infectious Diseases

Neurodegenerative Diseases

Ophthalmology

Multiple Sclerosis

N New Molecular Entity

Rare Diseases

Oncology

Diabetes

Vaccines

Cardiovascular Diseases

(1) Approved in Brazil, Mexico, the Philippines and El Salvador