2016/06 – ir – business swap with boehringer ingelheim

Building Global Leadership in Consumer Healthcare

June 27, 2016

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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 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.

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Agenda

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Building Global Leadership in Consumer Healthcare

● Jérôme Contamine - Executive Vice President, Chief Financial Officer

● Vincent Warnery - Senior Vice President, Global Consumer Healthcare Business Unit

Q&A Session

RESHAPING THE PORTFOLIO

Jérôme Contamine

Executive Vice President, Chief Financial Officer

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Asset Swap of Sanofi Animal Health Business and

Boehringer Ingelheim (BI) Consumer Healthcare Business

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BI Consumer Healthcare €6.7bn

plus gross cash payment €4.7bn

Sanofi Animal Health €11.4bn

(1) Following consultations with the relevant social bodies and subject to appropriate regulatory approvals

(2) integration would start after closing. and will be dependent on market authorization transfers in each country

Enterprise Value

June 27, 2016 Signing of deal announced

Year-end 2016 Expected close of the transaction(1)

Progressive integration Country-by-country basis(2)

Deal is Consistent with our Strategic Priority of

Reshaping the Portfolio Focused on Human Health

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(1) Managed by Sanofi Genzyme Global Business Unit

(2) Managed by the General Medicines and Emerging Markets Global Business Unit

● Animal Health

● Generics(2) in Europe

● Diabetes/ Cardiovascular

● Vaccines

● Rare Diseases(1)

● Emerging Markets(2)

Explore strategic

options

Sustain

leadership Build competitive

positions

A B C

● Animal Health

● Consumer Healthcare(2)

● Multiple Sclerosis(1)

● Oncology(1)

● Immunology(1)

Global Consumer Healthcare Market Offers Sustainable

Mid-Single Digit Growth

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● Large global CHC market has delivered

consistent mid-single digit growth in

recent years

● Market growth of 5.5% in 2015

● Market growth expected to be 4.5%

(2015-2020 CAGR)(1)

● Consumer healthcare market driven by

GDP growth and demographics

● Increased health awareness and growing

propensity to self-medicate

● Brand equity offers more sustainable and

less volatile revenue streams 2015

€109bn

~4.5%

CAGR

(1) Nicholas Hall & Company, FY 2015

2010

BUILDING GLOBAL LEADERSHIP

IN CONSUMER HEALTHCARE

Vincent Warnery

Senior Vice President,

Global Consumer Healthcare Business Unit

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1

2

3

Asset Swap is a Major Step Toward our Vision for CHC

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Maximize Potential of Existing Brands

Shape New Categories

Pursue External Growth Opportunities

● Consumer-driven innovations

● Unique business model ● Geographic expansion

● Global & regional OTC switch opportunities

● Leverage consumer trends & preferences

● Reach critical scale in key countries

● Optimize portfolio in priority categories CHC Vision

2020

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12% 9%

6%

4%

3%

3%

3%

3%

3%

2%

52%

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Sanofi has a Leading Portfolio of Consumer

Healthcare Brands

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NO-SPA

2015 Global CHC Sales by Brand

Total: €3.35bn(1)

(1) Value of CHC sales in Venezuela have been reduced to nearly zero due to revision of foreign exchange rates

(2) Vitamins, Minerals and Supplements


Other

Top-5 position in VMS(2), Digestive

Health, Pain Care, Allergy Solutions,

Feminine Care(3)

● Cough & Cold: strategic interest to

balance seasonal allergy category

Global footprint

● 46.5% of CHC sales were generated

in Emerging Markets in 2015(1)

● #1 in France and Australia(3)

10 key Sanofi brands

● ~50% of Sanofi CHC sales in 2015

14%

14%

11%

9%

7%

4%

41%

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Gaining Category and Regional Leadership with

Iconic Boehringer Ingelheim Brands

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6 key BI brands

● ~60% of sales in 2015

Strengths in Digestive Health and

Cough & Cold categories

● #6 in Digestive Health(2)

● #7 in Cough & Cold(2)

Largest countries by net sales:

Japan (€299m), U.S. (€186m) and

Germany (€162m)

(1) Transaction perimeter excludes CHC in China; value of CHC sales in Venezuela have been reduced to nearly zero due to revision of foreign

exchange rates


Other

2015 Global CHC Sales by Brand Total: €1.53bn(1)

4.5% 4.4%

4.3%

4.2%

3.5%

2.5%

2.0% 1.4% 1.0%

A Strong Strategic Rationale for Our Ambitions in

Consumer Healthcare

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Other Taisho

Reckitt Benckiser

Pfizer

J&J

GSK

Takeda P&G

Bayer +


(2) Excludes BI CHC in China

● Market share of 4.3% in 2015(1,2)

● Leverage scale in a fragmented market

● Opportunity for strategic consolidation

● Expand global footprint

● Brand equity offers more sustainable

revenue streams

● No patent cliff

● ‘Ever-lasting’ brands

Sanofi to Become a Leading Player in the €109bn OTC Market(1)

Combined Sanofi and BI OTC Businesses Have

Outgrown the Market in Recent Years

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A top combined growth profile among leading players

Combined 2010-2015 OTC Sales(1)

(€m)

2010 2015

+5.8%

70%

30%

67%

33%

2010-2015 CAGR(1)

P&G

J&J

Taisho

Bayer

Takeda

Pfizer

Reckitt Benckiser 5.7%

OTC Market Growth: 4.4%

5.8%

5.3%

4.5%

3.8%

3.1%

0.3%

-2.1%

1.9% GSK

+

(1) Nicholas Hall & Company, FY 2015; Organic growth at CER; Excludes BI CHC in China

BI Brands Complementary in Four Priority Categories

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Segment Size(1)

in €bn

32.1 #5 #3

18.9 #11 #6

15.5 #5 #1

14.6 #4 #2

3.7 #3 #3

0.9 #1 #1

+ Sanofi

Global Categories

Market Rank(1,2)


(2) Excludes BI CHC in China

€1bn

€1.4bn

€0.9bn

€0.6bn

€0.7bn

EUROPE

#4#1

ASIA-JPAC

#8#2

ROW(2)

#2 LATAM

#1

N. AMERICA

(1) Nicholas Hall & Company, FY 2015; Excludes BI CHC in China

(2) CIS, Middle-East Africa and South Asia

(3) Including Digestive Health and Cough & Cold categories

Asset Swap Expands Sanofi’s CHC Scale in Europe

and JPAC Regions(1)

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Germany will be a key center of Sanofi’s CHC business(3)

#7#6

CLOSING REMARKS

Jérôme Contamine

Executive Vice President, Chief Financial Officer

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A Value Creating Transaction Based on Strong Financials

Expected

Transaction

Benefits

● Increased scale in Consumer Healthcare business

● Combined CHC global sales of approximately €4.9bn in 2015(1)

● Value creation

● Synergies in advertising and promotional activities

(e.g. Sanofi medical sales force to support BI brands, pipeline, etc.)

● Stronger global commercial platform for potential OTC launches and Rx switches

● Financial implications

● BOI margin contribution of the CHC business expected to be around 30% in 2018

● Continue to expect transaction to be business EPS neutral in 2017 and accretive in

subsequent years

(1) Excludes Boehringer Ingelheim CHC in China; value of CHC sales in Venezuela have been reduced to

nearly zero due to revision of foreign exchange rates by both companies 17

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Asset Swap Achieves Key Strategic Goal of Becoming a

Leader in Consumer Healthcare

● Global CHC market offers sustainable mid-single digit growth(1)

● Complementary portfolio increases market position

in priority categories and scale in some major countries

● Global integration to begin upon the expected completion

of the transaction by year-end 2016

● New CHC Global Business Unit will be formed

● Supports vision of a diversified global healthcare company

focused on human health

1

2

4

3


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Q&A SESSION

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APPENDIX

Combined Sales in Key Categories in 2015 (in €m)

Combined Sales in Key Geographies in 2015 (in €m)

€787m €845m €550m €432m €730m

€454m €364m €411m €241m €61m

€551m

€848m

€196m €223m €427m €134m

€927m €466m €476m €628m

Other(2)

€791m €673m

BI Brands Add Significantly to Sanofi’s Presence in

Key CHC Categories & Geographies(1)

€961m €1,209m

€762m

MEA/CIS/ South Asia

€902m

Asia Pacific

€690m

Latin America

€1,123m

North America

€1,399m

Europe

MEA: Middle East Africa CIS: Commonwealth of Independent States

(1) Sanofi CHC published and Boehringer Ingelheim 2015 sales at published rates; Excludes Boehringer Ingelheim CHC in China;

value of CHC sales in Venezuela have been reduced to nearly zero due to revision of foreign exchange rates by both companies

(2) Others: Feminine Care, Lifestyle OTS’s, etc. 21

€1,241m

2016/06 – ir – business swap with boehringer ingelheim

Health & Medicine