SANOFI 17/04/2009 Combined
1Approve the parent company's financial statementsFor
2Approve Consolidated Financial StatementsFor
3Approval of the appropriation of income and of the dividendFor
4Election of Mr Chris Viehbacher as Director for a period of 1 yearFor
5Approval of regulated related-party agreementsOppose
6Approval of a severance payment granted to Mr ViehbacherOppose
7Approve buy-back of the company sharesFor
8Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capitalFor
91)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
10Delegation to issue shares and capital securities as consideration for contributions in kind made to the companyOppose
11"Green shoe" authorizationOppose
12Increase authorized capital by transfer of reservesFor
13Approve capital increase for the employeesFor
14Approve issuance of new stock option plans (new shares)Oppose
15Issue restricted shares for employees and managersOppose
16Approve potential reduction of the company 's capital by cancellation of treasury stocksFor
17Modify By-lawsFor
18Delegation of powers for the completion of formalitiesFor