2016/06 – IR – Business swap with Boehringer Ingelheim

1. Building Global Leadership in
Consumer Healthcare
June 27, 2016

2. 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 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.

3. 3
Agenda
3
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

4. RESHAPING THE PORTFOLIO
Jérôme Contamine
Executive Vice President, Chief Financial Officer
4

5. Asset Swap of Sanofi Animal Health Business and
Boehringer Ingelheim (BI) Consumer Healthcare Business
5
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)

6. Deal is Consistent with our Strategic Priority of
Reshaping the Portfolio Focused on Human Health
6
(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)

7. Global Consumer Healthcare Market Offers Sustainable
Mid-Single Digit Growth
7
● 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

8. BUILDING GLOBAL LEADERSHIP
IN CONSUMER HEALTHCARE
Vincent Warnery
Senior Vice President,
Global Consumer Healthcare Business Unit
8

9. 1
2
3
Asset Swap is a Major Step Toward our Vision for CHC
9
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
9

10. 12% 9%
6%
4%
3%
3%
3%
3%
3%
2%
52%
10
Sanofi has a Leading Portfolio of Consumer
Healthcare Brands
10
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
(3) Nicholas Hall & Company, FY 2015
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

11. 14%
14%
11%
9%
7%
4%
41%
11
Gaining Category and Regional Leadership with
Iconic Boehringer Ingelheim Brands
11
 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
(2) Nicholas Hall & Company, FY 2015
Other
2015 Global CHC Sales by Brand
Total: €1.53bn(1)

12. 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
12
Other
Taisho
Reckitt Benckiser
Pfizer
J&J
GSK
Takeda
P&G
Bayer +
(1) Nicholas Hall & Company, FY 2015
(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)

13. Combined Sanofi and BI OTC Businesses Have
Outgrown the Market in Recent Years
13
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

14. BI Brands Complementary in Four Priority Categories
14
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)
(1) Nicholas Hall & Company, FY 2015
(2) Excludes BI CHC in China

15. €1bn
€1.4bn
€0.9bn
€0.6bn
€0.7bn
EUROPE
#4#1
ASIA-JPAC
#8#2
ROW(2)
#2LATAM
#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)
15
Germany will be a key center of Sanofi’s CHC business(3)
#7#6

16. CLOSING REMARKS
Jérôme Contamine
Executive Vice President, Chief Financial Officer
16

17. 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

18. 18
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
(1) Nicholas Hall & Company, FY 2015

19. 19
Q&A SESSION

20. 20
APPENDIX

21. 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