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Sanofi - AGM 30 April 2019

ITEM 8: In line with the modified AFEP/MEDEF corporate governance code as revised
in June 2018, the company proposes to add a CSR criterion to the annual bonus. We
regret that the company does not indicate which CSR indicator will be implemented and
whether it will be quantifiable or not. However, the 2019 remuneration policy is better
than the previous one, therefore we support item 8.

ITEM 10: the company’s disclosure improved compared to last year as now it disclosed
achievement rates for each of the financial criteria. However, its transparency remains
below French and European standards (for example, Novartis, one of Sanofi’s European
competitors, disclosed targets of each annual bonus criterion and achievement rates). An
improved disclosure would allow for a better understanding of amounts granted (indeed,
the 2018 bonus amounting to €1,855,800 does not seem to be sufficiently justified).

We note that Olivier Brandicourt (CEO, 63) and Serge Weinberg (Chairman, 68) will
reach the statutory age limits (respectively 65 and 70) in 2021. The company's
transparency on its succession planning in the annual report is quite appreciated.


Sanofi is an integrated, global healthcare company focused on patient needs and engaged in the research, development, manufacture and marketing of healthcare products. Two segments make up Co.'s business: Pharmaceuticals and Vaccines. The Pharmaceuticals segment covers research, development, production and marketing of medicines, consisting of flagship products, plus a broad range of prescription medicines, generic medicines, and consumer health products. The Vaccines segment includes research, development, production and marketing of vaccines in five areas: pediatric vaccines, influenza vaccines, adult and adolescent booster vaccines, meningitis vaccines, and travel and endemic vaccines.


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