| 1 | Approve Company Financial Statements | |
| 2 | Presentation of the Group's Report and Financial Statements | |
| 3 | Approval of the appropriation of income and of the dividend. | |
| 4 | Approval of regulated related-party agreements | |
| 5 | Reappointment of M. Gérard Van Kemmel as Director for a period of 4 years | |
| 6 | Approve buy-back of the company shares | |
| 7 | Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capital Authorize an operation up to 1 400 000 000 in nominal value; | |
| 8 | Global allowance for the issuance of capital related securities without pre-emptive right | |
| 9 | Increase authorized capital by transfer of reserves. Authorize an operation up to 500 000 000 in nominal value. Authorization valid for a period of 26 months. | |
| 10 | Delegation to issue shares and capital securities as consideration for contributions in kind made to the company | |
| 11 | 1)Approve capital Increase for the employees; 2)Approve capital Increase for the employees of Sanofi-Aventis Group of United States | |
| 12 | Approve issuance of new stock option plans (create or existing shares) | |
| 13 | Issue restricted shares for employees and managers | |
| 14 | Approve potential reduction of the company 's capital (cancellation of Treasury stocks). | |
| 15 | Adopt poison-pill style defence: keep active the authorization to increase capital in period of public offer on company's shares | |
| 16 | Change by-laws in line with legal requirements allowing for the members of the Board to attend the meetings by videoconference or telecommunication, and modify by-laws to introduce the record-date system (D-3) (Article 19 al.1 and 3) | |
| 17 | Delegation of powers for the completion of formalities. | |
