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ANNUAL GENERAL 2 0 1 2 Friday May 4 th , 2012 MEETING

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Page 1: General Meeting 2012

ANNUAL GENERAL

2 0 1 2

Friday May 4th, 2012

MEETING

Page 2: General Meeting 2012

2

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 policies 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, 2011. Other than as required by applicable law, Sanofi does not undertake any obligation to update or revise any forward-looking information or statements.

Page 3: General Meeting 2012

3

Agenda

3

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

Compensation Policy

● Gérard Van Kemmel, Director, Compensation Committee

2011 Achievements & Outlook

● Christopher A. Viehbacher, Chief Executive Officer

Financial Performance

● Jérôme Contamine, Executive Vice President, Chief Financial Officer

Questions & Answers

Vote on the Resolutions

Page 4: General Meeting 2012

INTRODUCTION & GOVERNANCE

Serge Weinberg

Chairman of the Board of Directors

4

Page 5: General Meeting 2012

5

An Independent and Diversified Board

Composition Today Our Proposal

Nomination of a new Director: Mr. Laurent Attal

Renewal of five current Directors: Mr. Uwe Bicker Mr. Jean-René Fourtou Ms. Claudie Haigneré Ms. Carole Piwnica Mr. Klaus Pohle

15 Directors

A majority of independents* (8 out of 15)

3 women, or 20%

7 Directors of a nationality other than French, or 46%

No over-Boarding

(*) Under the independence criteria of the AFEP-MEDEF Code

Page 6: General Meeting 2012

An Active and Engaged Board

● 10 meetings in 2011 including 2 extraordinary sessions tied to the acquisition of Genzyme

● The Board in 2011 profited from presentations of the heads of each of the Group’s principal activities

● The Chairman of each consultative committee informs the Board of its preparatory work and its recommendations

High Board Participation Rate:

over 90%

6

Page 7: General Meeting 2012

Dissociated Functions of the Chairman and the Chief Executive Officer

● Organisational mode chosen by the Board of Directors

● The Chairman organizes and directs the Board of Directors

● The Chairman ensures the link between the Board of Directors and the Corporate management, and with the Company’s shareholders

7

Page 8: General Meeting 2012

8

Four Specialist Committees

Audit Committee Compensation Committee

3 financial experts Legal expertise brought by Ms. Piwnica 3 out of 4 members are indépendent* 7 meetings in 2011 Regular review of the principal

risks with accounting effects In 2011, specific reviews of

insurance, fiscal and environmental risks, and compliance

3 out of 5 members are independent*

4 meetings in 2011

The Committee’s activities will be developed by Mr. Van Kemmel in his presentation

Participation

Rate 100%

Participation

Rate 90%

(*) Under the independence criteria of the AFEP-MEDEF Code

Page 9: General Meeting 2012

9

4 out of 7 members are independent*

2 meetings in 2011

Subjects treated

Revision of the Board Charter

Selection of a new Director

Evaluation of the workings of the Board

3 out of 7 members are independent*

2 meetings in 2011

Subjects treated

Acquisition of Genzyme

R&D

(*) Selon les critères d’indépendance posés par le code AFEP-MEDEF

Appointments and Governance Committee Strategy Committee

Participation

Rate 90%

Participation

Rate 75%

Four Specialist Committees (cont’d)

Page 10: General Meeting 2012

Oversight of Risk is a Critical Board Function

10

The Board oversees:

● The orientations for internal controls and risk management through:

• Risk Committee

• Executive Compliance Committee

• Specialized services

● The existence of reliable procedures for the supervision of the internal controls framework

● The identification, evaluation and management of risk by the Executive Committee

● The accounting treatment of risks having a potential financial incidence

● The shareholder information, through the Annual reports on Form 20-F and Document de référence and the Chairman’s report on internal controls

The Executive Committee

defines:

Page 11: General Meeting 2012

Stock Overperformance vs. CAC40 since Sept. 2008

11 Bloomberg Data 02/09/2008 – 27/04/2012

€58.21 +19.0%

CAC 3 266 pts

-28.0%

20 €

25 €

30 €

35 €

40 €

45 €

50 €

55 €

60 €

65 €

70 €

Page 12: General Meeting 2012

BMS

54.8%

Pfizer

20.4%

Sanofi

19.0%

Merck & Co

10.4%

GSK

7.7%

Abbott

5.1%

Bayer

0.3%

AZN

-3.1%

J&J

-9.6%

Lilly

-11.5%

Roche

-12.3%

Novartis

-18.0%

Best Performing Stock Among Euro Pharma Peers since Sept. 2008

Bloomberg Data 02/09/2008 – 27/04/2012 12

Page 13: General Meeting 2012

The Dividend Remains a Key Element of shareholder Value Creation

13

● Proposed dividend of €2.65 per share for 2011(1)

● Progressive increase of payout target to 50% for 2013 Business Net Income(2)

(1) To be submitted for approval by the Shareholders’ Annual General Meeting on May 4, 2012 (2) Dividend to be paid in 2014

2011

€2.65

2010

€2.50

2009

€2.40

2008

€2.20

Evolution of Dividend

+6%

Payout 35%

Payout 40%

Dividend

Page 14: General Meeting 2012

Scrip Dividend and Share Buy-back in 2011

14

Scrip Dividend 2011

Share buy-back 2011

38 139 730 million shares issued

21 655 140 million shares bought back for cancellation

Weighted average share price of €49.62 per share

Total amount of €1,074m

Page 15: General Meeting 2012

Shareholder Structure at 31 December 2011

15

By category of shareholders in %(1)

United States

France

Institutional Investors

78.5% United Kingdom

Other European Countries

Asia Germany Switzerland Canada Rest of the world 0,7

L’Oréal

Individual Shareholders

Total Employees

1 340 918 811 actions

Treasury

Others

28,418,3

12,9

8,0

3,53,4

2,2

1,3

8,8

5,4

3,21,4

1,31,4

(1) Source: Thomson Reuters at December 31, 2011

Page 16: General Meeting 2012

COMPENSATION POLICY

Gérard Van Kemmel

Director Compensation Committee

16

Page 17: General Meeting 2012

Composition of the Compensation Committee

● The Compensation Committee is composed of:

• Thierry Desmarest • Jean-René Fourtou • Claudie Haigneré • Lindsay Owen-Jones • Gérard Van Kemmel (Président)

● In compliance with the AFEP-MEDEF Code, more than half the members are independent (3 out of 5)

17

Page 18: General Meeting 2012

Mission of the Compensation Committee

● Develop recommendations and proposals for the Board on the following subjects:

● All aspects of remuneration of the CEO and the Chairman

● The equity compensation policy (frequency, category of beneficiaries, performance conditions)

● Allocation of director attendance fees

● Provide an opinion on the compensation policy applied to the top management

18

Page 19: General Meeting 2012

19

(in euros) 2009(1) 2010(2) 2011 2012

Base compensation 0 439,748 700,000 700,000

Variable compensation 0 0 0 0

Attendance fees 6,215 35,625 0 0

Benefits in kind 0 4,785 9,463 *

Total 6,215 480,158 709,463 *

Options 0 0 0 0

Performance shares 0 0 0 0

Compensation of the Chairman of the Board of Directors

(1) Appointed Director in December 2009 (2) Appointed Chairman in May 2010 * To be defined as of December 31, 2012

Page 20: General Meeting 2012

Target 200% + of base (unchanged)

Criteria 2012 : Financial objectives

R&D results

Development of 2015-2020 strategic plan

Organization of the Group

Positive dynamic of employee motivation and Group image

Compensation of the Chief Executive Officer

Increase in the base, after 4 years

Base Compensation

Award of €2,280,000 - 190% of base salary

Criteria 2011 : Financial objectives (ex Genzyme)

Growth platforms

R&D

Genzyme integration

Organizational and social policy

2009 : 0 %

2011 : 0 %

20

Variable Compensation 2011 2011

2010 : 0 %

2012 : 5 %

Variable Compensation 2012

2008 : Initial amount set (€1,200,000)

Page 21: General Meeting 2012

21

(in euros) 2009 2010 2011 2012

Base compensation 1,200,000 1,200,000 1,200,000 1,260,000

Variable compensation 2,400,000 2,400,000 2,280,000 Target 200% +

Attendance fees 0 0 0 0

Benefits in kind 69,973 5,729 8,287 *

Total 3,669,973 3,605,729 3,488,287 *

Options(1) 250,000 275,000 300,000 240,000

Performance shares(1) 65,000 0 30,000 42,000

Compensation of the Chief Executive Officer

(1) Subject to performance conditions, a condition of continued employment, and a lock-up requirement * To be defined as of December 31, 2012

Page 22: General Meeting 2012

Equity Compensation

● Fundamentally revamped in 2011 with these objectives:

● Limit the dilution of shareholders: use of performance share grants, except for a limited number of executives who also receive options

● All attributions are subject to demanding performance conditions

● The nature of grants (shares vs options) is differentiated according to the positioning of the beneficiary

● Evolution in 2012:

● Performance period increased to 3 years

● Decreased weighting of stock options: limited to the CEO (for 50% of the grant) and to members of the Global Leadership Team (for 30% of the grant)

22

Page 23: General Meeting 2012

Performance Conditions

● All grants of performance shares and options are subject to performance under two internal criteria:

● Business Net Income

● Return on Assets (ROA)

● Grants to the CEO are also subject to performance under a third, external criteria:

● Total Shareholder Return (TSR)

23

Page 24: General Meeting 2012

Resolution Authorizing Performance Shares

● Essential for motivation, retention and recruitment

● Renewal of the authorization voted in May 2009

● Requested allocation: 1.2 %

● Demanding performance conditions over 3 consecutive years

● Board commitment to publish the levels of achievement of the conditions in the annual report

24

Page 25: General Meeting 2012

25

● Proportional to activity (Board and Committee sessions) ● Differentiated rates (Committee Chairs; foreign members) ● Not distributed to Chairman of the Board or to the CEO

● Rates unchanged ● Slight reduction of the amount actually distributed

● Rates unchanged

Director Attendance Fees

● Compensation provided to Directors

Principles

2011

2012

Page 26: General Meeting 2012

2011 ACHIEVEMENTS & OUTLOOK

Christopher A. Viehbacher

Chief Executive Officer

26

Page 27: General Meeting 2012

Sanofi Grew Sales in 2011 due to Genzyme Acquisition and Growth Platforms

27

CER : Constant Exchange Rates (1) In 2008 and 2009, Merial Joint Venture sales were not consolidated by Sanofi (2) In 2010, excluding non-consolidated sales from Merial, Sanofi reported sales of €30,384m

2011

€33,389m

2010

€32,367m

2009

€29,306m

2008

€27,568m

Sales

+5.3% at CER

(1) (1) (2)

Page 28: General Meeting 2012

A Patent Cliff Exposure Significantly Reduced in 2011

28

Q32008

Q42008

Q12009

Q22009

Q32009

Q42009

Q12010

Q22010

Q32010

Q42010

Q12011

Q22011

Q32011

Q42011

Q12012

Q22012

Q32012

Q42012

€ 2 207 m

Key Genericized Products(1) - Quarterly Sales (€m)

(1) The patent cliff is the effect of the loss of exclusivity of key genericized products. Key genericized products include Lovenox® U.S., Plavix® Western EU, Taxotere® Western EU & U.S., Eloxatin® U.S., Ambien® family U.S., Allegra® U.S., Aprovel® Western EU, Xyzal® U.S., Xatral® U.S., Nasacort® U.S. and BMS Alliance (active ingredients of Plavix® and Avapro® sold to BMS)

Page 29: General Meeting 2012

29

2011

The Most Significant Headwind from the Patent Cliff in 2012 Will Impact Earnings but Not Sales

Evolution of Group "Other Revenues"

Evolution of Group “Income from Associates"

(1) Avapro® on March 30, 2012 and Plavix® on May 17, 2012 (2) 2011 Business EPS: €6.65 (3) Barring major unforeseen adverse events

2012e 2011 2012e

€1,669m

Loss of Exclusivity of Plavix® and Avapro® in the U.S.(1)

- 54% - 62%

€1,102m Expected Impact on

2012 Business Net Income ~ €1.4bn

2012 Business EPS 12% to 15% lower at CER than 2011(2)(3)

Page 30: General Meeting 2012

30

Successful Execution of Strategy in 2011 Towards Sustainable Growth and Improved Risk Profile

Adapt structure for future challenges and opportunities

3

Pursue external growth opportunities 2

Increase innovation in R&D 1

Development of Growth plateforms and savings plan

Acquisition of Genzyme

5 new molecular entities submitted

Page 31: General Meeting 2012

1

31

R&D Pipeline Delivery Significantly Improved in 2011

Kynamro™ (mipomersen)

Aubagio™ (teriflunomide)

Lyxumia® (lixisenatide)

Zaltrap® (aflibercept)

Mulsevo® (semuloparin)

5 new molecular entities submitted:

Kynamro™, Aubagio™, Mulsevo®, Lyxumia® and Zaltrap® are registered trade names submitted to health authorities for investigational agents

Page 32: General Meeting 2012

32

New glargine formulation

Glargine-lixisenatide combo

Dengue vaccine

Eliglustat

Anti-PCSK-9 mAb

Otamixaban

Sarilumab

JAK-2 inhibitor

Iniparib

Ombrabulin

EXAMPLE TEXT Go ahead and replace it with your own text.

Mid-term opportunities

1 Focusing on Delivering a Promising Development Portfolio

Page 33: General Meeting 2012

33

1 Optimizing R&D Footprint and Operational Effectiveness

Leverage local and regional opportunities

Maximize cross fertilization and synergies

Expedite decision-making

Increase access to external innovation

Key Benefits

Asian hub

European hub

German hub

North American hub

Boston hub

France hub

Page 34: General Meeting 2012

Strong management team in place Focus on Rare Diseases and Multiple Sclerosis

Completing the integration

Manufacturing recovery

Creating synergies: US$230m in 2011

Advancing R&D pipeline Strong Phase III results with LemtradaTM

Oral eliglustat Phase III program fully recruited

A SANOFI COMPANY

2

3

4

5

2

Conclusion of the transaction in April 2011 1

34

Successful Acquisition of Genzyme in 2011

Page 35: General Meeting 2012

Framingham Site Cleared Allowing a Return to Normal Supply Levels of Fabrazyme®

35

Framingham, Massachusetts, U.S.

2

A SANOFI COMPANY

Page 36: General Meeting 2012

Development of a Multiple Sclerosis Franchise

36 A SANOFI COMPANY

2

• Once-daily oral therapy

• File submission in August 2011 in the U.S. and in February 2012 in Europe

• Superior efficacy

• Submission planned in Europe and in the U.S. in Q2 2012

Page 37: General Meeting 2012

37

Excellent Performance of Growth Platforms in 2011

Emerging Markets

Consumer Health Care

Vaccines

Animal Health

Innovative Products(4)

Diabetes Solutions

€10,133m +10.4%

€3,469m +7.2%

€4,684m +12.0%

€2,666m +22.8%

€2,030m +4.3%

excluding Genzyme & A/H1N1(2)

excluding A/H1N1(3)

€449m n/a

Growth is at CER (Constant Exchange Rates) (1) 2011 Growth Platforms and Genzyme sales increased by +21.7% at CER including €452m of A/H1N1 vaccine sales in 2010 and €2,395m of

Genzyme sales in 2011 (2) 2011 Emerging Markets sales increased by +10.1% at CER including €361m of A/H1N1 vaccine sales in 2010 and €347m of Genzyme sales (3) 2011 Vaccines sales decreased by -5.5% at CER when including €452m of A/H1N1 vaccine sales in 2010 (4) Multaq® and Jevtana®

Growth Platforms €19,308m excluding Genzyme & A/H1N1(1)

+10.8%

3

Page 38: General Meeting 2012

38

Balanced Geographic Sales Split

(*) : Sales growth at CER excluding A/H1N1 and Genzyme is : -5.7% for U.S., -10.5% for Western Europe, +10.4% for Emerging Markets, +6.3% for ROW (1) World less North America (USA, Canada), Western Europe (France, Germany, UK, Italy, Spain, Greece, Cyprus, Malta, Belgium, Luxembourg, Portugal,

Holland, Austria, Switzerland, Sweden, Ireland, Finland, Norway, Iceland, Denmark), Japan, Australia and New Zealand (2) Japan, Canada, Australia and New Zealand

ROW

€4,169m +13.8%*

12.5%

United States

€9,957m

+6.8%*

29.8%

Western Europe

€9,130m

-4.0%*

27.3%

Emerging Markets

€10,133m

+10.1%*

30.3%

(1)

(2)

3

Page 39: General Meeting 2012

Strong Leadership in Emerging Markets

39

In 2011, Emerging Markets

Sales(1)

€10.1bn +10.1%(2)

30.3% of Group Sales

(1) World less North America (USA, Canada), Western Europe (France, Germany, UK, Italy, Spain, Greece, Cyprus, Malta, Belgium, Luxembourg, Portugal, Holland, Austria, Switzerland, Sweden, Ireland, Finland, Norway, Iceland, Denmark), Japan, Australia and New Zealand

(2) CER (Constant Exchange Rate)

3

+16%

+9%

2011

€10.1bn

2010 2009 2008 2007 2006 2005

€5.0bn

Emerging Markets Sales

Page 40: General Meeting 2012

Diabetes Shows Impressive Double Digit Growth

40

1st antidiabetic in the world

€3.9bn in 2011

+15.0%(1)

(1) Growth at CER (Constant Exchange Rates)

3

+17.8%

+14.6%+14.5%+13.2%

Q1 2011 Q2 2011 Q3 2011 Q4 2011

Quarterly Sales (€m)(1)

€1,054m

Page 41: General Meeting 2012

Record Year for Influenza Vaccination

41

€3,469m

+7.2%

excluding A/H1N1(1)

A record year for the influenza vaccine against

seasonal flu thanks to innovation:

Fluzone® High Dose

Fluzone® Intradermal

3

(1) Growth at CER (Constant Exchange Rates)

Page 42: General Meeting 2012

Robust Consumer Health Care Growth

42

3

Successful launch of the antihistaminic

in the U.S.A.

€211m

#1 OTC brand for Sanofi globally

€1,203m

€2,666m

FY 2008 FY 2009 FY 2010 FY 2011

Consumer Health Care Annual Sales (€m)

+22.8% at CER

Growth at CER (Constant Exchange Rates)

Page 43: General Meeting 2012

Merial: Sustained Performance Driven by Emerging Countries

43

Excellent resilience in Animal Health

€2.03bn

+4.3%(1)

25% in the

Emerging Markets +12.4%

3

(1) Growth at CER (Constant Exchange Rates)

Page 44: General Meeting 2012

€2bn Cost Savings Target Achieved in 2011

Plan Plan Plan Actual Actual Actual

€2bn

€1.3bn

€0.5bn

2009 2010 2011

(1) At CER, before inflation and tax on a constant structure basis compared to 2008 (2) Not including Industrial Affairs net savings evaluated at €200m

OpEx Savings(1)(2)

New plan to generate €2bn incremental cost savings by 2015

3

44

Page 45: General Meeting 2012

45

€6.61

2011

€6.65

2010

€7.06

2009 2008

€5.59

Business EPS

-3.8% at CER

Patent Cliff Impact on EPS Mitigated in 2011

CER : Constant Exchange Rates

Page 46: General Meeting 2012

Continued Execution of Strategy Expected to Deliver Sustainable Growth Over 2012-2015

46

2012-2015 Sales CAGR

Diversified sources of growth and scale in businesses with significant barriers to entry

Low small molecule patent exposure in mature markets(1)

Large Emerging Markets presence(2)

Potential new product launches(3)

Operating margin evolution

2012-2015 Business EPS CAGR

Increased dividend payout ratio(4)

Corporate Social Responsibility: a key performance driver

(1) 2012 sales from chemical products exposed to patent expiry in the U.S., Japan and Western Europe over 2012/2015 (2) Based on 2015 internal estimates (3) Over 2012-2015 (4) Dividend paid in 2014

~6%

50% of 2013 results

18

38-40%

Rebounding

> Sales CAGR

At least 5%

Page 47: General Meeting 2012

47

Corporate Social Responsibility: At the Heart of the Company Strategy

● Access to Healthcare ● Patient Safety ● Innovation for the Patient

Patient

People

Planet

Ethics ● Ethics in R&D ● Business Ethics

● Diversity ● Workplace Health & Safety ● Employee Development

● Climate Change and Energy ● Water ● Pharmaceuticals in the Environment

Major & Unique Initiatives in Four Fields

Page 48: General Meeting 2012

FINANCIAL PERFORMANCE

Jérôme Contamine

Executive Vice President, Chief Financial Officer

48

Page 49: General Meeting 2012

A/H1N1 Others

-128

Genzyme

+2 569

Growth platforms

+1 943

FX Impact

-704 33 389

FY 2011

-2 206

FY 2010

32 367

Key Genericized

Products

-452

Genzyme and Growth Platforms Overcome Loss of Blockbusters in 2011

49

(1) Lovenox® U.S., Plavix® Western EU, Taxotere® Western EU & U.S., Eloxatin® U.S., Ambien CR® U.S., Allegra® U.S., Aprovel® Western EU, Xyzal® U.S., Xatral® U.S., Nasacort® U.S. - Generic makers of oxaliplatin required to cease selling in the U.S. since June 30, 2010 but judgement is under appeal by Sun.

(2) Emerging Markets, Diabetes Solutions, Vaccines, Consumer Health Care, Innovative Products & Animal Health (3) Consolidated since April 1st, 2011

FY 2011 Sales (€m)

(1)

(2)

(3)

Page 50: General Meeting 2012

50

FY 2011 Results Benefited from Genzyme Acquisition

CER: Constant Exchange Rates

€m FY 2011 FY 2010 % Change (reported €)

% Change (CER)

Net sales 33,389 32,367 +3.2% +5.3%

Other revenues 1,669 1,669 0.0% +4.0%

Cost of sales (10,426) (9,302) +12.1% +14.3%

Gross profit 24,632 24,734 -0.4% +1.9%

R&D (4,811) (4,556) +5.6% +7.4%

SG&A (8,536) (8,171) +4.5% +6.7%

Other current operating income & expenses 4 77 - -

Share of Profit/Loss of associates 1,102 1,036 - -

Minority interests (247) (257) - -

Business operating income 12,144 12,863 -5.6% -3.9%

Business operating margin 36.4% 39.7% - -

Page 51: General Meeting 2012

51

Patent Cliff Impact on BNI Largely Mitigated in 2011

BNI: Business Net Income CER: Constant Exchange Rates

€m FY 2011 FY 2010 % Change (reported €)

% Change (CER)

Business operating income 12,144 12,863 -5.6% -3.9%

Net financial expenses (412) (362) - -

Income tax expense (2,937) (3,286) - -

Effective tax rate -27.0% -28.0% - -

Business net income 8,795 9,215 -4.6% -2.7%

Net margin 26.3% 28.5% - -

Business EPS €6.65 €7.06 -5.8% -3.8%

Average number of shares outstanding (in million) 1,321.7 1,305.3 - -

Page 52: General Meeting 2012

52

Decrease in OpEx Excluding Genzyme and Good Control of Cost Ratios

52

2011 2010 2011 2010 2011 2010

Cost of Sales (%) R&D/Sales Ratio (%) SG&A/Sales Ratio (%)

28.8% 31.2%

14.1% 14.4%

25.2% 25.6%

Page 53: General Meeting 2012

53

From Business Net Income to Consolidated Net Income

€m 2011 2010 % Change (reported €)

Business net income 8,795 9,215 (4.6%)

Amortization of intangible assets (3,314) (3,529)

Impairment of intangible assets (142) (433)

Expenses arising on the workdown of acquired inventories (476) (142)

Restructuring costs (1,314) (1,384)

Gains and losses on disposals, and litigation (327) (138)

Tax effect & other tax items 2,482 1,856

Share of items listed above attributable to non-controlling interests 6 3

Restructuring costs and expenses arising from the impact of acquisitions on associates and Merial (32) (58)

Net income attributable to equity holders of Sanofi 5,693 5,467 4.1%

Page 54: General Meeting 2012

54

Strong Free Cash Flow Generated in 2011 Allowing for a Decrease in Net Debt

+ €2,016m

● Continued strong Free Cash Flow of €8,358m

● CapEx limited to €1,644m despite inclusion of CapEx from Genzyme and Merial

● Net debt below 1X EBITDA

● Reasonable leverage

● Low average cost of gross debt of 2.6% in 2011

(1) Excluding Restructuring Costs (2) Including -€754m Fx translation effect on Net Debt vs. end of Dec 2010

Restructuring Costs & Others

-977 Dividend &

Share Repurchase

-2,446

Acquisitions & Licensing

-14,217

CapEx

-1,644

Net Cash from Operating Activities

+10,002

Net Debt Dec 31, 2011

Net Debt Dec 31, 2010

(1) (2)

In €m

-1,577

-10,859

FCF 8,358

Page 55: General Meeting 2012

Solid Credit Ratings

Agencies Short-term rating Long-term rating Outlook

Moody’s P-1 A2 Stable

Standard & Poors A-1+ AA- Stable

55

Page 56: General Meeting 2012

A Strong Balance Sheet

56

December 31, 2011

ASSETS

LIABILITIES & EQUITY

Net Debt (A-B) 10.9

In €bn Variation vs.

December 31, 2010

+ 20.9

+ 1.0 - 2.4

+ 3.1

+ 4.2

+ 6.9

+ 9.3

61.7

17.2 6.1 4.1

56.4

17.7

15.0

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

Intangible assets

Other non-current assets

WCR

Net cash (B)

Equity attributable Provisions and other non-current liabilities Financial debt (A)*

Page 57: General Meeting 2012

57

2011 Was a Year of Significant Achievements

Key year in transforming Sanofi

Successful acquisition and integration of Genzyme

Double-digit sales increase of growth platforms(1,2)

Growth platforms and Genzyme represent 65% of sales

Initial €2bn cost savings program completed by end of year(3)

Submission of 5 new products to regulatory agencies

Limited erosion of Business EPS of 3.8% at CER despite the significant impact of generic competition

Continued increase of dividend

(1) Excluding Genzyme and A/H1N1 (2) Growth platforms [Emerging Markets, Diabetes Solutions, Vaccines excluding

A/H1N1, CHC, Innovative Products (Multaq® and Jevtana®), Animal Health] (3) Before inflation and tax on a constant structure basis vs. 2008

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