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May 4, 2015 GENERAL MEETING

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Page 1: General Meeting 2015

May 4, 2015

GENERAL MEETING

Page 2: General Meeting 2015

Forward Looking Statements

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 theirunderlying 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 aregenerally identified by the words "expects", "anticipates", "believes", "intends", "estimates", "plans" and similar expressions. Although Sanofi'smanagement believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned thatforward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generallybeyond the control of Sanofi, that could cause actual results and developments to differ materially from those expressed in, or implied orprojected by, the forward-looking information and statements. These risks and uncertainties include among other things, the uncertaintiesinherent in research and development, future clinical data and analysis, including post marketing, decisions by regulatory authorities, such asthe FDA or the EMA, regarding whether and when to approve any drug, device or biological application that may be filed for any such productcandidates as well as their decisions regarding labeling and other matters that could affect the availability or commercial potential of suchproduct candidates, the absence of guarantee that the product candidates if approved will be commercially successful, the future approvaland commercial success of therapeutic alternatives, the Group's ability to benefit from external growth opportunities, trends in exchange ratesand prevailing interest rates, the impact of cost containment policies and subsequent changes thereto, the average number of sharesoutstanding as well as those discussed or identified in the public filings with the SEC and the AMF made by Sanofi, including those listedunder "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in Sanofi's annual report on Form 20-F for the yearended December 31, 2014. Other than as required by applicable law, Sanofi does not undertake any obligation to update or revise anyforward-looking information or statements.

2

Page 3: General Meeting 2015

Agenda

2014 Results & PerformanceJérôme Contamine, Executive Vice President, Chief Financial Officer

3

Introduction & GovernanceSerge Weinberg, Chairman of the Board of Directors

Compensation PolicyGérard Van Kemmel, Director, Compensation Committee

Progress in Research & DevelopmentElias Zerhouni, President, Global R&D

Questions & Answers

Vote on the resolutions

Priorities & LaunchesOlivier Brandicourt, Chief Executive Officer

Page 4: General Meeting 2015

Introduction & GovernanceSerge Weinberg

Chairman of the Board of Directors

Page 5: General Meeting 2015

An Independent, Diversified and Renewed Board

14 Directors16 Directors

5

Current Board Composition Proposed Board Composition

A majority of independent Directors (11 out of 16)

Recent arrival of Bonnie Bassler and Olivier Brandicourt

5 non-French Directors (31%)

No over-boarding, for increased attendance and involvement

A Board renewed over the past few years

International

Widely independant (10 out of 14)

Gender balanced (36% of women)

A smaller Board

Expertise in the scientific and pharmaceutical field

Page 6: General Meeting 2015

High attendance rate from Directors

>92%

In 2014:

An Active and Engaged Board

● Increased activity: 11 meetings

● Presentations by key Group managers on their business units

● Review of many proposed acquisitions

● Transitional period for the office of Chief Executive Officer

6

Page 7: General Meeting 2015

Four Specialist Committees

Audit Committee

Compensation Committee

● Chairman: Robert Castaigne● 5 financial experts● 5 independent members out of 6 ● 6 meetings in 2014

● 3 independent members out of 4● 12 meetings in 2014

AttendanceRate97%

AttendanceRate98%

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

● Specific reviews: notably progress reports on acquisitions and investments and update on compliance programs

● The main activities of this Committee will be presented by Gérard Van Kemmel

7

Page 8: General Meeting 2015

Four Specialist Committees (cont’d)

Appointments and Governance Committee

Strategy Committee

● 3 independent members out of 4● 11 meetings in 2014

● 2 independent members out of 5 ● 7 meetings in 2014

AttendanceRate98%

AttendanceRate87%

8

● Review of the Chief Executive Officer’s (CEO) situation and his departure conditions

● Search for a new CEO● Temporary combination of the offices of Chairman and CEO● Chairmanship entrusted to Jean-René Fourtou

● Business overviews: Diabetes, Digital, Oncology, Generics, Biosurgery● R&D financing● Strategic opportunities● Review of proposed acquisitions and partnerships

Page 9: General Meeting 2015

Sanofi Share Performance vs. CAC 40 since January 2011

9Source: Bloomberg (12/31/2010 - 04/30/2015)

30 €

40 €

50 €

60 €

70 €

80 €

90 €

100 €

€91.20+91%

CAC 405046.5+33%

Page 10: General Meeting 2015

Sanofi Share Performance vs. Pharma Company Peers since January 2011

10Source: Bloomberg (12/31/2010 - 04/30/2015)

+74%+65%+60%+54%

+23%

+207%

+141%

+105%+103%+97%+94%+91%

+137%

Page 11: General Meeting 2015

2013 2014

€2.85€2.80

2012

€2.77

2011

€2.65

2010

€2.50

2009

€2.40

11

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

● Proposed dividend of €2.85 per share for 2014 financial year(1)

● 21st consecutive year of dividend increase ● Payout of 52% of our 2014 free cash flow(2)

(1) Submitted for approval by shareholders at the Annual General Meeting on May 4, 2015(2) Free cash flow before restructuring costs. The total amount of dividend to be distributed (€3,760m) is calculated on the basis of the number of shares entitled to dividend as of December 31, 2014, i.e.

1,319,367,445, and may change if the number of shares entitled to dividend changes between January 1, 2015 and the dividend ex-date, in particular as a result of changes in the number of treasury shares, the vesting of consideration-free shares and the exercise of stock options (if the beneficiary is entitled to dividend under the rules of the relevant plan).

(1)

Evolution of Dividend

Page 12: General Meeting 2015

An International and Diversified Shareholder Base(1)

12(1) Shareholder structure as of December 31, 2014, source: NASDAQ Corporate Solutions

Institutional investors

77.3 %

Individual ShareholdersEmployees 7.5 %

7.8%

6.2%

9.0%

5.5%12.9%

13.7%29.1%

United States

France

UK

Other EU countries

Asia

Germany

Switzerland

Canada

Rest of the worldL’Oréal

1,319,367,445shares

0.7% Treasury

Miscellaneous

2.6%

3.4%1.3%

1.6%

2.8%3.4%

Page 13: General Meeting 2015

Strengthen Employee Share Ownership

13

Sanofi Wants to Strengthen Employee Share Ownership

● 21th resolution submitted to the present Shareholders’ General Meeting vote

● To be implemented in H2 2015

● More than 80 participating countries

(1) At December 31, 2014

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 Sanofishare capital

is held by employees

Action 2005

Action 2007

Share2010

Action 2013

Page 14: General Meeting 2015

Compensation PolicyGérard Van Kemmel

Director, Compensation Committee

Page 15: General Meeting 2015

Composition of the Compensation Committee

● Jean-René Fourtou

● Claudie Haigneré

● Christian Mulliez

● Gérard Van Kemmel, Chairman

In accordance with the

AFEP-MEDEF Code,

more than half the members are

independent(3 out of 4)

The Compensation Committee is composed of:

15

Page 16: General Meeting 2015

Compensation Policy for the Chairman of the Board

16

● 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

● Benefits in kind

Page 17: General Meeting 2015

Elements of Compensation of Serge Weinberg in 2014

17

(in euro) Amounts due Comments

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

Benefits in kind 8,174 Company car

Total 708,174

Page 18: General Meeting 2015

Elements of Compensation of Christopher Viehbacher in 2014

(in euro) Amounts due Comments

Fixed compensation 1,040,870 Amounts prorated in accordance with his presence within the Group in 2014

Variable compensation 1,338,750

85% of the target compensation, due in 2015, prorated in accordance with his presence within the Group in 2014 on the basis of four types of criteria:

● Attainment of financial targets compared to budget (45%)● New product registrations and submissions (25%) ● Organizational structure of the Group and succession

planning for key posts in the Group (0%)● Corporate Social Responsibility (15%)

Benefits in kind 3,424 Company car

18

Page 19: General Meeting 2015

Equity Compensation of Christopher Viehbacher in 2014

● 240,000 options to subscribe for shares● Same quantity as in 2013

● 45,000 performance shares● Same quantity as in 2013

● Performance conditions measured over 3 years

● 3 performance criteria:● Business Net Income (40%) ● Return on Assets (40%)● Total Shareholder Return (20%)

2014 Plan Conditions 2014 Grant

19

Page 20: General Meeting 2015

Settlement Agreement Signed in 2015 with Christopher Viehbacher

20

(in euro) Amounts due Comments

Severance benefit 0 Loss of the entire benefit due to the absence of change of control or strategy

Top-up pension 0 Loss of the entire benefit

Settlement indemnity 2,961,000 Corresponding to his fixed and variable compensation for one year

Confidentiality undertaking - 24 months

Undertaking not to hire away previous employees - 18 months

Undertaking to cooperate - In connection with ongoing or future legal procedures

Non-compete 246,750/month Until June 30, 2015

Page 21: General Meeting 2015

Compensation Policy for the Chief Executive Officer

● Annual fixed compensation (gross amount)

● Annual variable compensation (gross amount)

● Equity compensation, options to subscribe for shares and performance shares

● Benefits in kind

● No Directors’ attendance fee

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

21

Page 22: General Meeting 2015

Elements of Compensation of Olivier Brandicourt in 2015

22

(in euro) Amounts due Comments

Fixed compensation 1,200,000

Variable compensation Between 0% and 250% of his fixed compensationtarget set at 150% of his fixed compensation

Benefits in kind Company car

Options awards 220,000 options

Performance shares 45,000 performance shares

Page 23: General Meeting 2015

Indemnification of Elements Lost by Olivier Brandicourt

23

(in euro) Amounts due Comments

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

Exceptional compensation 2016 2,000,000 Payable in January 2016 and subject to a

condition of continued employment

Performance shares grant

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

Pension plan Attribution of ten years’ service

Page 24: General Meeting 2015

Post-Office Compensation Elements of Olivier Brandicourt

24

Severance Benefit Non-Compete Indemnity Pension Plan

● Departure is non-voluntary and linked to a change in control or strategy

● Contingent upon fulfillment of performance criteria

● Amounts limited to 24 months of fixed and variable compensation

● Agreed upon at hiring● 12 months of fixed and variable

compensation● The amount of the termination

benefit will be reduced by any amount received under this non-compete indemnity

● At the Board’s discretion

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

● Progression rate 1.5% per year of service

Page 25: General Meeting 2015

Priorities & LaunchesOlivier Brandicourt

Chief Executive Officer

Page 26: General Meeting 2015

Sanofi – Solid Assets for the Future

26

● Good performance and financial discipline

● Many new products addressing unmet medical needs

● Strong positions in our business areas● Leadership in Emerging Markets

Wave of launches

Diversified activities

Innovation in R&D

● A successful open innovation model● Balance between internal and external R&D

Key challenges● Bring differentiated solutions

to physicians, patients and payors

● Focus our R&D efforts on the most significant innovations

● Be competitive in businesses where we are able to win

● Adapt our expenses and investments to opportunities and challenges ● Strong balance sheet and financial disciplinePerformance

financière

Page 27: General Meeting 2015

A Clear Set of Near-Term Priorities

27

Focus on launches of new medicines and vaccines

Continue strong momentum in R&D

Develop a deep understanding of the organization while strategic review is underway

1

2

3

Engage with our shareholders4

Page 28: General Meeting 2015

28

Substantial Improvement of Returns from R&D

10 launches

achieved

2007 - 2013

2014 - 2020

Up to

18 launches

expected

DengueVaccine

PR5IVaccine

® ® ® ®

Page 29: General Meeting 2015

Five Major New Products Launches since 2014

Recent Product Launches

29

Relapsing remitting multiple sclerosis

Oral treatment for Type 1 Gaucher disease

Chewable flea and tick treatment for dogs

New basal long-acting insulin

Rapid-acting inhaled insulin

®

Page 30: General Meeting 2015

● Approved in the U.S. in February 2015● Launched in late March 2015

● Toujeo® COACH patient support program

● Approved in Europe in April 2015● Launch in Germany and UK expected

in Q2 2015

● Launches in other countries expected in H2 2015 and early 2016

Toujeo® - Launch of our New Long-Acting Basal Insulin Underway

30

50%of patients not at goal

despite treatments

Page 31: General Meeting 2015

Afrezza® - The Only Rapid-Acting Inhaled Insulin Launched in the U.S. in February 2015

● Small portable inhaler

● Powder dissolves rapidly upon inhalation to the lung and delivers insulin quickly to the bloodstream

● No cleaning required

● No parts to be replaced

● Disposed of after 15 days of use

An Innovative and Patient Friendly Device

31

Page 32: General Meeting 2015

Lemtrada® - An Important Treatment for Patients with Relapsing Remitting Multiple Sclerosis

32(1) Genzyme holds the worldwide rights to alemtuzumab and has responsibility for its development and commercialízation in MS.

Bayer Healthcare receives contingent payments based on global sales revenue.

● Genzyme has expanded its multiple sclerosis (MS) franchise

● Successful launch of Aubagio®

● FY 2014 sales of €433m

● Lemtrada® approved in more than 40 countries● Launched in the U.S. in December 2014(1)2.3

million people live with MS

worldwide

Page 33: General Meeting 2015

Expanding Genzyme’s Gaucher Franchise with Cerdelga®

33

● Oral therapy eliminating infusion challenges

● Launched in the U.S. in September 2014

● EU approval granted in January 2015● First launches in Germany and Nordic

countries

(1) Source: www.alliance-maladies-rares.org, www.orpha.net

Gaucher Disease Prevalence

1/100 000(1)

Page 34: General Meeting 2015

Successful launch of NexGard®, a New Oral Anti-Parasitic for Dogs

34

● First and only beef-flavored oral treatment in the U.S.

● Chewable tablet

● Eliminates fleas and ticks in dogs

● Launched in the U.S. and in France in early 2014

Page 35: General Meeting 2015

Praluent® (alirocumab) is developed in collaboration with Regeneron(1) Rolling submission process in some endemic countries in Asia initiated in January 2015

Three Products Submitted for Regulatory Review

Key Regulatory Filings

Dengue Vaccine Dengue

Hypercholesterolemia

Pediatric hexavalent vaccine (Polio, diphteria, tetanos, pertussis,Hib and hepatitis B)

PR5I 6-in-1 U.S.

U.S.

Endemic markets(1)

Europe

35

Page 36: General Meeting 2015

Praluent® - Targeting Hypercholesterolemic Patients at High Cardiovascular (CV) Risk with Unmet Needs

36

24million

patients with high CV risk(1)

● 12 positive Phase III studies(2)

● LONG TERM study(3)

● LDL-C(4) reduction of -62% compared to placebo

● 81% of patients reached LDL-C goal

● Regulatory reviews underway in the U.S. and Europe● FDA decision expected on July 24, 2015

● EU decision expected in Q1 2016

Praluent® (alirocumab) is developed in collaboration with Regeneron(1) 2016 estimates for U.S., EU Top 5 and Japan. Source: U.S. NHANES, Market Scan, IMS and Sanofi estimates. For further information, see presentation of Nov 20, 2014(2) For further information, see press releases dated March 27, 2014, July 30, 2014, Nov 19, 2014 and January 9, 2015(3) > 2,300 patients at high CV risk studied for 65 weeks(4) LDL-C: Low density lipoprotein cholesterol or “bad cholesterol”

Page 37: General Meeting 2015

Make Dengue the Next Vaccine-Preventable Disease

(1) WHO, Dengue and severe dengue, factsheet no.117, updated in March 2014, available on http://www.who.int/mediacentre/factsheets/fs117/en/(2) WHO, 2012, Global Strategy for Dengue Prevention and Control 37

A Breakthrough Innovation to Help Reduce the Burden of Dengue(2)

Dengue Vaccine

100 million

dengue cases per year(1)

37

● Rolling submission for Dengue vaccine initiated in several endemic countries in Asia and Latin America

● First commercial batches produced and inventory build-up underway

● Up to 80 million lyophilized doses by end of 2015

● First license anticipated before year-end 2015

Page 38: General Meeting 2015

Corporate Social Responsibility (CSR) A Strategy Placing the Patient at the Core of our Activity

● 4 strategic pillars

● PATIENT – Improving access to healthcare

● ETHICS – Acting ethically

● PEOPLE – Working together

● PLANET – Preserving the environment

● Committed to the United Nations Global Compact for 15 years

● External recognition of our CSR performance

38

Page 39: General Meeting 2015

Expanding Access to Healthcare and Ensuring Patient Safety

In 2014, Sanofi’s access to healthcare programs resulted in:

● 270,000 healthcare professionals trained

● 89 million patients receiving diagnosis, vaccination, treatment, or disease self-management training

● 100 million people targeted by awareness campaigns

300access to healthcare programs

Partnerships with local players

in

80countries

39

Page 40: General Meeting 2015

Strong Partnerships to Help Patients Most in Need

World Health

Organization

DNDi FoundationPATHMMV

Bill and Melinda Gates Foundation

Partnership fighting neglected tropical diseases

● $75m in financial support and drug donations

● Objective: Eliminating sleeping sickness by 2020

Commitment against malaria

● Training and education programs

● Development of an anti-malarial treatement not protected by patent, accessible for the neediest(1)

● Development of semi-synthetic artemisinin

• 30 million people screened for sleeping sickness since 2001

• >180,000 patients treated

• 7.7 million children educated about prevention(2)

• >340 million treatments distributed since 2007

40

DNDi: Drugs for Neglected Diseases intitiativePATH: NGO specialised in health solutionsMMV: Medicines for Malaria Venture(1) Coarsucam / Artesunate-Amodiaquine Winthrop (Asaq Winthrop®)(2) Via our «Schoolchildren against malaria » program

Page 41: General Meeting 2015

Our Focus Continues to Be on Excellence in Execution of Sanofi’s Strategy

Adapt structure for futurechallenges and opportunities3

Bring innovative products to market2

Grow a global healthcare leader with synergistic platforms1

Seize value-enhancinggrowth opportunities4

2015 Priorities

Maintain financial discipline

Focus company resourceson must-win priorities

Ensure successful launches

Strategy

Sustain leadership positions

41

Page 42: General Meeting 2015

Progress in Research & DevelopmentElias Zerhouni

President, Global R&D

Page 43: General Meeting 2015

Significant Achievements in Phase III

Familial Amyloid Cardiomyopathy

Type 2 Diabeteslixisenatide (U.S.)

revusiran

Atopic DermatitisAsthmadupilumab

Sarilumab and dupilumab are developed in collaboration with RegeneronPatisiran and revusiran are developed in collaboration with Alnylam

Type 2 Diabetes

Familial Amyloid Polyneuropathy

sarilumab

LixiLan

patisiran

Rheumatoid Arthritis

Key Advances of Phase III Projects

43

Page 44: General Meeting 2015

Sarilumab: An Investigational Monoclonal Antibody for Rheumatoid Arthritis (RA)

Phase III ongoing● First positive results in

moderate to severe rheumatoid arthritis(2)

● Additional results expected in 2015

Sarilumab is developed in collaboration with Regeneron / IL6R –Interleukin-6 receptor: contributes to the inflammatory mechanism of rheumatoid arthritis(1) World Health Organization: Worldwide chronic rheumatic conditions (2) SARIL-RA-MOBILITY in patients resistant to methotrexate with moderate to severe RA

sarilumab

70 million people estimated

to be affected by RA(1)

Fully human monoclonal antibody targeting IL6R● Delivered

subcutaneously● Evaluated for use with

pre-filled syringe or autoinjector

Regulatory submissions expected ● Late 2015 in the U.S.● Late 2016 in

Europe and Japan

44

Page 45: General Meeting 2015

Dupilumab Offers Potential to Change Management of Patients Severely Affected by Various Allergic Diseases(1)

Dupilumab is developed in collaboration with Regeneron / IL4Rα – Interleukin-4 alpha receptor(1) Atopic Dermatitis, Asthma, Nasal Polyposis, Eosinophilic Oesophagitis (2) Adapted from White Book on Allergy published in 2011, http://www.worldallergy.org/UserFiles/file/WAO-White-Book-on-Allergy_web.pdf(3) World Health Organization, http://www.who.int/mediacentre/factsheets/fs307/en

IL‐4

IL‐4R c

Type IReceptor

Type IIReceptor

IL‐13

IL‐4R IL‐13R1

or

Fully-human monoclonal antibody targeting IL4Rα

● Atopic Dermatitis● Phase III ongoing

● Dupilumab received “Breakthrough Therapy” designation by FDA

● Asthma● Phase III initiated

● Nasal Polyposis● Start of Phase III expected

in Q3 2015

● Eosinophilic Oesophagitis● Phase II ongoing

Atopic Dermatitis

5 million people in the

U.S. and Europe(2)

Asthma

235-300million

people worldwide(3)

45

Page 46: General Meeting 2015

LixiLan: Fixed-Ratio Combination of Lantus® and Lyxumia®

in a Single Daily Injection

46

Phase III ongoing● LixiLan-O: study in patients

insufficiently controlled on oral anti-diabetics

● LixiLan-L: study in patients not at goal on basal insulin

Results expected in Q3 2015

Regulatory submissions expected

● Late 2015 in the U.S.

● Early 2016 in Europe

®+

=Phase II results● 84% of patients

reached A1c goal < 7%(1)

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

Page 47: General Meeting 2015

Lyxumia® (lixisenatide) for Patients with Type 2 Diabetes Submitted in the U.S. Soon

47

GLP-1 receptor agonistapproved in more than

50 countries

Regulatory submission in the U.S.

● Expected in Q3 2015

®

study

● Positive results on the cardiovascular safetyof lixisenatide in a high-risk population of adults with type 2 diabetes

Page 48: General Meeting 2015

Patisiran and revusiran developped in collaboration with Alnylam(1)

48TTR: transthyretin is the disease-causing protein in TTR-mediated amyloidosis(1) Genyzme’s exclusive territory rights for the ALN-TTR programs concern the world, excluding North America and Western Europe

patisiransiRNA inhibitor targeting transthyretin (TTR)

● Administered by intravenous injection

Phase III ongoing in Familial Amyloid Polyneuropathy

revusiransiRNA inhibitor targeting transthyretin (TTR)

● Administered by subcutaneous injection

Phase III ongoing inFamilial Amyloid Cardiomyopathy

Page 49: General Meeting 2015

49

A Successful Model for Productive R&D Collaborations

(1) REGN closing share price on Dec 31, 2014 was $410.25(2) “Significant influence” under IFRS rules allows Sanofi to account for its investment in Regeneron using the Equity method from April 4, 2014(3) ALNY closing share price on Dec 31, 2014 was $97.00

● Access to highly productive therapeutic human antibody platform

● Market value of 22.3% ownership of €7,724m on Dec 31, 2014(1,2)

● World-class RNAi technology providing a platform for the development of medicines in rare genetic diseases

● Market value of 11.8% ownership of €728m on Dec 31, 2014(3)

● Novel adeno-associated virus (AAV) gene therapies for severe central nervous system disorders

● Upfront commitment of $100m and potential milestone payments of up to $745m

49

Page 50: General Meeting 2015

Vatelizumab(1)

Multiple Sclerosis

IL4/IL13 bi-specific mAbIdiopathic Pulmonary Fibrosis

Anti-GDF8 mAbSarcopenia

Oral GCS InhibitorFabry Disease

Anti-CD38 mAbMultiple Myeloma

Olipudase alfaNiemann-Pick type B

Neo GAAPompe Disease

C-MET kinase inhibitorSolid Tumors

Anti-CXCR5 mAbSystemic Lupus Erythematosus

GLP-1/GIP co-agonistDiabetes

Phase II

A New Wave of Potentially Transformative Drugs in Phase I and II

Phase I

50Anti-GDF8 mAb is developed in collaboration with Regeneron(1) Anti-VLA2 mAb

Page 51: General Meeting 2015

2014 Results & PerformanceJérôme ContamineExecutive Vice President, Chief Financial Officer

Page 52: General Meeting 2015

52

Solid Top and Bottom Line Growth Achieved in 2014

(1) On a reported basis, FY 2014 sales were up +2.5% and Business EPS was up +3.0%(2) With retroactive application of IFRIC 21(3) Business EPS: Business earnings per share is defined as business net income divided by the weighted average number of shares outstanding. Business net income is defined as net income attributable to equity holders of Sanofi

excluding (i) amortization of intangible assets, (ii) impairment of intangible assets, (iii) fair value remeasurement of contingent consideration liabilities related to business combinations, (iv) other impacts associated with acquisitions (including impacts of acquisitions on associates), (v) restructuring costs, (vi) other gains and losses (including gains and losses on disposals of non-current assets), (vii) costs or provisions associated with litigation, (viii) tax effects related to the items listed above as well as effects of major tax disputes, (ix) tax (3%) on dividends paid to Sanofi shareholders, (x) adjustment by the one-time additional yearly expense, unrelated to segment performance and recorded in 2014 on the income statement line selling and general expenses, following the final US IRS regulation related to annual Branded Prescription Drug Fee issued in July 2014. The items (v), (vi) and (vii) correspond to those reported in the income statement lines “Restructuring costs” and “Gains and losses on disposals, and litigation”.

Net Sales Business EPS(3)

32 951M€

33 770M€

5,05€

5,20€(2)

FY 2014FX Impact

-€0.22

Incremental EPS at CER

+€0.37

FY 2013FX Impact FY 2014FY 2013

+€1,611m-€792m

Incremental Sales at CER

€32,951m

€33,770m€5.05

€5.20(2)

(2)

+4.9%à TCC(1)

+7.3%à TCC(1)

Page 53: General Meeting 2015

Strong Performance of Most Business Areas in 2014

53

Full-Year 2014 Sales by Business Areas

CER: Constant Exchange Rates(1) Some products recorded in prescription pharmaceuticals in 2013 were transferred as Consumer Healthcare products and totaled €273m in FY 2013.

When excluding this category change, sales of Consumer Healthcare grew +6.8% in FY 2014 at CER

9.9%

7.7%

6.1%

11.8%

21.5%

Growth at CER

Consumer Healthcare(1)

Genzyme

Animal Health

Vaccines

Diabetes

€3,337m

€2,604m

€2,076m

€3,974m

€7,273m

€11,300m

+16.5%

+24.3%

+6.7%

+7.2%

+12.1%

% of Sales

82.1% Pharmaceuticals €27,720m +4.4%

33.5%

4.2% Oncology

Established Rx Brands

€1,401m -2.5%

-6.7%

5.3% Generics €1,805m +16.2%

Page 54: General Meeting 2015

Geographical Sales Mix in 2014Growth at CER

CER: Constant Exchange Rates (1) World excluding U.S., Canada, Western Europe, Japan, Australia, and New Zealand(2) Row: Japan, Canada, Australia and New Zealand(3) Excluding Generics in Brazil, LatAm grew +10.8% in FY 2014 at CER

Well-Balanced Geographical Sales Split in 2014 with Solid Growth in Emerging Markets and the U.S.

+5.0% +6.3% +21.1%+2.5%

Emerging Markets Total Sales by Region

(3)

54

33.6%

33.6%

23.3%9.5%

(1) €2,095m€2,541m

€3,205m €3,363m

Africa & MiddleEast

Eastern Europe,Russia & Turkey

Asia Latin America

Emerging Markets

€11,347m+9.3%

U.S.€11,339m

+8.2%

Western EU€7,865m

+0.0%

Rest of the World€3,219m

-7.2%

(2)

Page 55: General Meeting 2015

55

FY 2014 Business EPS Growth of +7.3% in Line with Financial Guidance

€m 2014 2013% Change

(reported €)% Change

(CER)

Net sales 33,770 32,951 2.5% 4.9%

Other revenues 339 355 -4.5% -5.1%

Gross profit 23,080 22,323 3.4% 5.9%

R&D (4,824) (4,770) +1.1% +1.9%

SG&A (8,991) (8,603) +4.5% +6.6%

Business operating income 9,449 9,323 1.4% 5.4%

Effective tax rate 24.0% 24.0% - -

Business net income 6,847 6,686 2.4% 6.7%

Business EPS €5.20(2) €5.05 3.0% 7.3%

CER: Constant Exchange Rates(1) With retroactive application of IFRIC 21(2) FY 2014 Business EPS at CER was €5.42. The negative FX impact on Business EPS was €0.22 in 2014

Page 56: General Meeting 2015

Moderate Increase in Expenses Due to Investments in R&D and Launches of New Products

56

201420132013 2014 20142013

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

32.7%of sales

14.3%of sales

26.6%of sales

€8,991m

€4,824m

€11,029m€10,983m

€4,770m

€8,603m

(1) With retroactive application of IFRIC 21

(1) (1) (1)

Page 57: General Meeting 2015

Net Income(1) Increased by 18.1%

57

€m 2014 2013(2) % Change(reported €)

Business net income 6,847 6,686 2.4%

Amortization of intangible assets (2,482) (2,914)

Impairment of intangible assets 26 (1,387)

Fair value remeasurement of contingent consideration liabilities (303) 314

Restructuring costs (411) (300)

Other gains and losses, and litigation(3) and expenses arising from the impact of acquisitions on inventories 35 (8)

Additional yearly expense related to US Branded Prescription Drug Fee(4) (116)

Tax effect of items listed above 1,094 1,480

Other tax items(5) (110) (109)

Restructuring costs of associates and joint ventures and expenses arising from the impact of acquisitions on associates and joint ventures, and share of items listed above attributable to non-controlling interests (190) (46)

Net income attributable to equity holders of Sanofi 4,390 3,716 18.1%

(1) Attributable to equity holders of Sanofi(2) Including impact of transition to IFRIC 21(3) Day one profit on Alnylam shares presented in financial result(4) 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(5) Tax on dividends paid to shareholders of Sanofi

Page 58: General Meeting 2015

58 58

(1) Including derivatives related to the financial debt +€290m at December 31st 2013 and +€302m at December 31st 2014(2) Excluding Restructuring costs(3) Including €1,629m in Regeneron and €535m in Alnylam(4) Other including Restructuring costs

Free Cash Flow (FCF) Up 12.3% in 2014

Net Debt (in €m)

Other Net Debt Dec 31, 2014

-€1,205m

Dividend

-€3,676m

Acquisitions, Licensing, Net of Disposals

-€2,374m

Share Repurchase

-€1,801m

Proceeds from Issuance of Shares

€680m

CapEx

-€1,223m

Net Cash from Operating Activities

Net Debt Dec 31, 2013(1)(2)

€6,043m€7,171m

€8,471m

(4) (1)

FCF€7,248m

(3)

Page 59: General Meeting 2015

Capital Investments Grew Slightly in 2014

59

Important Investments in our Industrial Capacity in 2014

2014

€1,223m

2013

€1,198m

IndustrialAffairs

R&DLicences & Alliances

SupportFunctions

Animal Health, Genzyme & Vaccines(1)

PharmaceuticalOperations

(1) Excluding Industrial Affairs

In 2015, CapEx should be between €1.8bn and €1.9bn, reflecting continued investment in biologic manufacturing capacity and capabilities

CapEx Evolution and Breakdown in 2014

7%

12%

8%

2%7%

64%

Page 60: General Meeting 2015

Our International Development Enables a Strong Presence in France

60(1) Human and animal health(2) Companies with headquarters in France

● Of which 25% in France 27,000 employees on 48 sites

#1R&D investor

accross all industries(2)

>110,000 employeesworldwide

● Of which 7% in France €2.5bn in 2014

€33.8bn global sales #1

producer of medicines and

vaccines in France(1)

€4.6bn industrial investments

worldwide over 5 years● Of which 38% in France

€1.7bn over 5 years

€4.8bn global R&D expenses

● Of which 45% in France€2.2bn in 2014

Page 61: General Meeting 2015

An Industrial Heritage in France Serving Patients Worlwide

61

● Of which 24% in France● 22 production sites● 4 distribution platforms

● 85% of French production for export● €12.9bn exportations

Neuville-sur-Saône (Rhône, France)First dengue vaccine production site

#1 industrial

pharmaceuticalplayer

in France

#4exporter company

of France

107 industrial sites worldwide

Page 62: General Meeting 2015

Strong Balance Sheet

December 31, 2014

Assets

Liabilities & Equity

Net Debt (A-B) 7.2

In €bnChange vs.

December 31, 2013

+ 1.2

- 1.3- 0.9

- 0.7

+ 0.1

+ 0.2

+ 1.2

53.7

20.2

4.47.3

56.3

14.8

14.5

(1) Including interest rate and currency derivatives used to hedge debt 62

+ 0.6

Intangible assets

Other non-current assets

WCR

Net cash (B)

Equity attributable

Provisions and other non-current liabilities

Financial debt (A)(1)

Page 63: General Meeting 2015

Outlook for 2015 - Investing in Future Growth Drivers

636363

Business EPS Growth

FX impact on Business EPS Approximately +12%(2)

Stable to slightly growing at CER(1)

2015

(1) FY 2014 Business EPS of €5.20(2) Difference between variation on a reported basis and variation at CER, when applying March 2015 average exchange rates to the remaining three quarters of the year

Page 64: General Meeting 2015

FX Impact

+€0.12

Incremental EPS at CER

+€0.03

Q1 2014 Q1 2015

+€782m

Incremental Sales at CER

FX Impact Q1 2015Q1 2014

+€186m

Q1 2015 - A Good Start to the Year

64

Net Sales Business EPS

+2.6%at CER(1)

€8,810m

€1.17

€1.32

+2.4%at CER(1)

(1) On a reported basis, Q1 2015 sales were up +12.3% and Business EPS was up +12.8%

€7,842m

Page 65: General Meeting 2015

Paris

● SANOFI IR: Mobile application dedicated to Sanofi’s financial news

● Available in the App Store and on Google Play

● Publications for individual shareholders● Shareholder Handbook

● Letter to Shareholders

● Fact Sheet

● A rich and useful Website● With a dedicated section for individual shareholders

www.sanofi.com/shareholders

● Regular meetings● 6 shareholder meetings in France in 2014

● Actionaria shareholder exhibition

● Individual Shareholders Committee

Regular Information for our Shareholders

65