

| SANOFI | 17/04/2009 Combined | |
|---|---|---|
| 1 | Approve the parent company's financial statements | For |
| 2 | Approve Consolidated Financial Statements | For |
| 3 | Approval of the appropriation of income and of the dividend | For |
| 4 | Election of Mr Chris Viehbacher as Director for a period of 1 year | For |
| 5 | Approval of regulated related-party agreements | Oppose |
| 6 | Approval of a severance payment granted to Mr Viehbacher | Oppose |
| 7 | Approve buy-back of the company shares | For |
| 8 | Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capital | For |
| 9 | 1)Global allowance for the issuance of capital related securities without pre-emptive right; 2)Approve issuance by subsidiary companies of securities offering access to the company's capital stock; 3)Approve issues of shares or other capital related securities as a payment for any public offer | Oppose |
| 10 | Delegation to issue shares and capital securities as consideration for contributions in kind made to the company | Oppose |
| 11 | "Green shoe" authorization | Oppose |
| 12 | Increase authorized capital by transfer of reserves | For |
| 13 | Approve capital increase for the employees | For |
| 14 | Approve issuance of new stock option plans (new shares) | Oppose |
| 15 | Issue restricted shares for employees and managers | Oppose |
| 16 | Approve potential reduction of the company 's capital by cancellation of treasury stocks | For |
| 17 | Modify By-laws | For |
| 18 | Delegation of powers for the completion of formalities | For |