GOVERNANCE, CONTROLS AND PROCEDURES

ETHICS AND TRANSPARENCY ©Cultura RM Exclusive/Edwin Jimenez/GettyImages Jimenez/GettyImages Exclusive/Edwin RM ©Cultura Corporate Governance

GRI Standards :

102-13: Membership of associations 102-16: Values, principles, standards, and norms of behavior

102-18: Governance Structure

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Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 Executive Summary This presentation is intended to provide an overview of Sanofi’s corporate governance framework, Board of Directors, compensation and sustainability practices. An exhaustive presentation of Sanofi’s corporate governance can be found in Item 6 of its 20-F and in Chapter 1 of its Document d’Enregistrement Universel.

◼ Effective Board leadership and independent oversight SANOFI’S ◼ Corporate governance policies and practices consistent with French governance GOVERNANCE standards PRACTICES ◼ Routine assessment of corporate governance framework

◼ Diverse, experienced Board of global thought and business leaders SANOFI’S GOVERNANCE ◼ 79% of Board Directors are independent under French corporate governance standards STRUCTURE ◼ 55% of Executive Committee Members are non-French nationals

COMPENSATION ◼ Overview of compensation policy PRACTICES ◼ Summary of compensation best practices and highlights

CORPORATE SOCIAL ◼ Overview of Sanofi’s corporate social responsibility priority areas of action and RESPONSIBILITY practices

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 2

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Sanofi’s Governance Practices Overview of Sanofi’s Corporate Governance

• Board is comprised of 16 Directors(1), diverse in terms of expertise, nationality and gender o Two Directors representing employees appointed in June 2017 (Marion Palme and Christian Senectaire) o Christophe Babule co-opted to the Board during 2019 o 2020 AGM: co-opting of Paul Hudson, CEO, renewal of Laurent Attal, Carole Piwnica, Diane Souza and Thomas Südhof, as well as the appointment of Rachel Duan and Lise Kingo as directors Effective o Emmanuel Babeau left the Board on May 21, 2020 and Gilles Schnepp was co-opted on May 22, 2020 as Independent Director board leadership o 8 foreign Directors and o average age of 58.56 years / average tenure of 3.81 years independent • 11 Directors are independent pursuant to AFEP-MEDEF governance code oversight o CEO is the only current Sanofi executive serving on Board o 2 shareholder representatives on Board (Laurent Attal and Christophe Babule) are representatives of L’Oréal, a ~9.4% owner with ~16.8% voting rights)(1) • Routine assessment by the Appointments and Governance Committee of Board composition

Independence of the Board of Directors(1) Proportion of women within the Board of Directors(1)

79 % 43 % (11/14) (6/14)

Independent Directors Non-Independent Directors Women Men

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 4 Overview of Sanofi’s Corporate Governance

• Governance norms for French companies are generally established by a combination of law and “best practice” codes: the French Commercial Code provides the primary corporate governance rules and regulations while the AFEP-MEDEF Code further outlines best practices in respect of matters of Board leadership, independence and effectiveness, compensation, accountability and relations with shareholders

• Separate Chairman and CEO roles

• Board members have a fiduciary duty to act in accordance with the corporate interest of the Company, which encompasses not only the shareholders’ interests but also the interests of other constituencies (employees, customers, etc.)

• Directors generally serve multi-year terms (governance standard of a 4 year maximum Governance term), with a limited number of external mandates practices • Each Director appointed must own at least 1,000 shares promote accountability • At least two executive sessions (without CEO) per year

• Annual say-on-pay compulsory vote on Chairman, CEO and directors* compensations

• Robust evaluation mechanisms implemented each year, including formal evaluation of the Board in 2018 with independent consultant

*since the Order of November 27, 2019 enacted for the application of the PACTE Law

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 5

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Sanofi’s Governance Structure Sanofi’s Governance Structure

CHAIRMAN CHIEF EXECUTIVE OF THE BOARD OFFICER

Organizes & directs the Implements Sanofi’s work of the Board strategy and represents it in dealings with third parties

BOARD OF DIRECTORS EXECUTIVE COMMITTEE

Assists the CEO in his Defines Sanofi’s strategy mission

Assist and inform the Board

APPOINTMENTS, AUDIT COMPENSATION GOVERNANCE & CSR COMMITTEE COMMITTEE COMMITTEE

STRATEGIC SCIENTIFIC COMMITTEE COMMITTEE

Corporate Governance Roadshow – 2020 AGM March 2020 7 Appointments approved by the 2020 Annual General Meeting

• A Gradual and controlled renewal • Reappointment of Laurent Attal for a four-year term (overall attendance: 100%) • Reappointment of Carole Piwnica (overall attendance: 92%) • Reappointment of Diane Souza (overall attendance: 92%) • Reappointment of Thomas Südhof (overall attendance: 92%) • A balance of skills maintained with the ratification of the Board’s appointment by cooptation of Paul Hudson as Director (Sanofi’s CEO)

◼ Chief Executive Officer of at Sanofi

◼ Previously CEO of Novartis Pharmaceuticals (2016-2019) where he was a member of the Executive Committee. Has had an extensive international career in healthcare that spans the US, Japan and Europe. Experience with AstraZeneca, including President Paul Hudson AstraZeneca United States and Executive Vice President, North America. Began his career in sales and marketing.

◼ Graduated from Manchester Metropolitan University, Chartered Institute of Marketing and holds an Honorary Doctorate in Business Administration from Manchester Metropolitan University

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 8 Appointments approved by the 2020 AGM

◼ Senior Vice President of GE and President & CEO of GE Global Markets

◼ She occupied various positions within GE, starting with Corporate Audit Staff in 1996. She then held several management positions, including Lean Six Sigma, sales and marketing at GE Plastics in China and the Asia-Pacific region. She became President & CEO of GE Advanced Materials China in 2006 and then of the Asia Pacific region in 2008. In 2010, Rachel Duan was appointed President & CEO of GE Healthcare China and President & CEO of GE China in 2014, becoming Rachel Duan the first native Chinese woman to hold this position in GE's largest market outside the United States. She was promoted to her current role in January 2019.

◼ Graduated from Shanghai International Studies University and the University of Wisconsin-Madison

◼ Rachel Duan brings a great knowledge of health sector and an experience in international markets, especially China

◼ CEO & Executive Director of the United Nations Global Compact

◼ She started her career in business-to-business advertising at JP Bureau in Copenhagen and joined Novo Industries (now Novo Nordisk after the merger with Nordisk Gentofte) in 1988, where she remained for 26 years. She served as Chief of Staff, Executive Vice President and member of the Executive Management team since 2002, where she was instrumental in defining Novo Nordisk's sustainable business strategy. Prior to 2002, she held various positions in Novozymes, Novo Holding and Novo Nordisk, including internal audit, compliance, people & organization, branding and sustainability. Lise Kingo ◼ Graduated from the University of Aarhus in Denmark, the Copenhagen Business School, from the University of Bath and the INSEAD

◼ Lise Kingo brings a great knowledge of pharmaceutical industry and CSR matters, an experience in international markets

◼ * She will be stepping down from her post as CEO and Executive Director of the UN Global Compact in June 2020. Being elected to the Board, she will not sit at Board meetings until she has separated from the United Nations. Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 9 Appointment following the 2020 Annual General Meeting

◼ Vice-Chairman of the Supervisory Board of Peugeot S.A.

◼ He was co-opted on May 22, 2002, following the resignation of Emmanuel Babeau. His co-opting will be subject to ratification by the next Shareholders’ Meeting of Sanofi, on April 28, 2021.

◼ He began his career in 1983 with Merrill Lynch France. He was appointed Vice-Chairman in 1986, and Senior Vice-Chairman of Merril Lynch in 1989. He joined Legrand in 1989, as a deputy Chief Financial Officer, then Chief Financial Officer. He moved up the corporate ladder and became Vice- Gilles Schnepp Chairman and Managing Director in 2004, and he took on the role of Chairman and Chief Executive Officer of Legrand in 2006. In 2018, he handed over the management of the Legrand Group to Benoit Coquart and remained the Chairman of the Board of Directors.

◼ Graduated from HEC Paris

◼ Gilles Schnepp brings to the Board his skills in financial matters and his experience in managing international groups.

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 10 Sanofi Board of Directors as of May 28, 2020 • A diverse, experienced Board of global thought and business leaders

SERGE WEINBERG* PAUL HUDSON LAURENT ATTAL CHRISTOPHE BABULE

◼ Chairman ◼ CEO ◼ First appointed in 2012 ◼ First appointed in 2019 ◼ First appointed in 2009 ◼ First appointed in 2019 ◼ Executive Vice President; (co-opted) ◼ Founder & Chairman of (co-opted) Resarch & Innovation at ◼ CFO and Executive Vice Weinberg Capital ◼ Former CEO of Novartis L’Oréal President at L’Oréal Partners and rich experience in the ◼ Former CEO of Rexel health industry and PPR (Kering), former Chairman of Accor

BERNARD CHARLES* RACHEL DUAN* LISE KINGO* PATRICK KRON*

◼ First appointed in 2017 ◼ Proposed appointment in ◼ Proposed appointment in ◼ First appointed in 2014 ◼ Vice-Chairman of the 2020 2020 ◼ Former CEO and Board and CEO of ◼ Various management ◼ CEO & Executive Officer Chairman of Alstom Dassault Systèmes positions at GE* of the United Nations ◼ Chairman of Truffle ◼ Former President of throughout her career Global Compact Capital SAS Strategy, Research & that span Asia ◼ Member of the Boards of Development at Dassault ◼ Member of the Board of Directors of Bouygues, Systèmes Directors of AXA* Lafarge-Holcim, Halcor Metal Works

FABIENNE LECORVAISIER* MELANIE LEE* MARION PALME CAROLE PIWNICA*

◼ First appointed in 2013 ◼ First appointed in 2017 ◼ First appointed in 2017 ◼ First appointed in 2010 ◼ Executive Vice President, ◼ CEO of LifeArc and ◼ Holds a Bachelor of ◼ Lawyer, Founder and CFO and Member of the Director and consultant of Science in Chemical Director of Naxos UK Executive Committee of Think10 Engineering ◼ Member of the Board of Air Liquide ◼ Former CSO at BTG plc. ◼ Member of the IGBCE Directors of Eutelsat ◼ Former CFO of Essilor ◼ Former CEO and Director ◼ Former member of the Communications and of Int’l SA and held various of Syntaxin Ltd. European Works the Supervisory Board of positions in Barclays and ◼ Founder of NIghtstaRx Council (from 2010 to Rothschild & Co Société Générale Ltd 2017)

GILLES SCHNEPP* CHRISTIAN SENECTAIRE DIANE SOUZA* THOMAS SÜDHOF*

◼ Co-opted in May 2020 ◼ First appointed in 2017 ◼ First appointed in 2016 ◼ First appointed in 2016 ◼ Vice-Chairman of the ◼ 30 years experience in ◼ Former CEO of ◼ Avram Goldstein Supervisory Board of employee representative UnitedHealthcare Specialty Professor in the School of Benefits Peugeot S.A. Medicine at Stanford bodies and social ◼ Member of the Board of ◼ Former CEO and dialogue Directors of Farm Credit East University Chairman of Legrand ◼ Qualified production ◼ Certified Public Accountant ◼ Was awarded the 2013 ◼ Former Senior Vice- technician at Sanofi’s Nobel Prize in Medicine Chairman of Merril Lynch Vertolaye site

May 2020 11 * : Independent Director : Shareholder Representative : Director Representing Employees Depth and Breadth of Director Skills and Qualifications

• Sanofi’s current and proposed Directors collectively represent a deep, diverse mix of skills and experiences that support value creation

DIRECTOR SKILLS (# OF DIRECTORS WITH GIVEN SKILL OR EXPERIENCE) (1)

Scientific experience 3

Healthcare/Pharma experience 6

Senior executive role in international group 10 • Relevant skills and Board membership in experiences that are important international group 8 for overseeing the Company’s strategy and challenging management / status quo International experience 10 • Proficiency in finance / accounting and M&A, in M&A 8 addition to valuable healthcare and scientific expertise Finance/Accounting 5 • Experience serving on the Board of other public Regulatory 4 companies

Digital 2

(1) excluding Directors representing employees

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 12 Sanofi Board of Directors Overview1 (as of May 28, 2020)

• F. Lecorvaisier (Chairwoman)* • G. Schnepp* 5 • D. Souza* 62%

→ 3 financial experts Specialist Committees → 3 independent members out of 3 of Directors (10/16) are responsible for assisting members of one or more the Board in performing its Committee(s) duties

Audit Committe

• T. Südhof (Chairman)* • P. Kron (Chairman)* • L. Attal • D. Souza* Scientific Compensation • C. Piwnica* • S. Weinberg* Committee Committee → 3 independent members out of 3 → 2 independent members out of 3 Board of Directors

• S. Weinberg (Chairman)* • P. Hudson Appointments, • S. Weinberg (Chairman)* • L. Attal Strategy Governance & • P. Kron* • P. Kron* Committee CSR Committee → 2 independent members out of 2 → 2 independent members out of 4 * Independent directors (1) The Committees’ composition will be reviewed by the Board of Directors on July 2020 - Claudie Haigneré and Suet-Fern Lee have not been replaced yet in the Committees of which they were a member. Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 13 Sanofi Board of Directors Overview

BOARD OF DIRECTORS

13 meetings in 2019 / Attendance rate: over 94%

Specific matters addressed Two strategy seminars

• Appointments and compensation matters (departure of Olivier Brandicourt, • Two seminars in Paris in April and October appointment of Paul Hudson) • Strategic review • Strategy • Projects of acquisitions • Review of activities of Sanofi • R&D innovation and highlights • Business & industrial transformation • Review of integrated digital strategy • Board evaluation • Deep dive into digital health • CSR

Appointments, Compensation Strategy Scientific Audit Committee Governance & Committee Committee Committee CSR Committee

6 meetings in 2019 6 meetings in 2019 3 meetings in 2019 8 meetings in 2019 3 meetings in 2019 Attendance rate: 100% Attendance rate: 95% Attendance rate: 100% Attendance rate: 100% Attendance rate: 100%

Matters addressed: Matters addressed: Matters addressed: Matters addressed: Matters addressed: • Review of the results • Compensation policy • Succession planning for • Update on Sanofi’s • R&D strategy on diabetes • Review of the main risks that • Review of compensation of the CEO may affect the results the CEO, the Chairman of the alliance with Regeneron and oncology • Changes in the • 2020 budget Board, and the members of • Proposed divestments • Genre therapy strategy composition of the Board • Update on SEC monitoring of the Executive Committee • Opportunities for alliances • Update on Sanofi’s • Follow-up of the Sanofi’s internal control • Consideration of the • Review of strategy, and alliances with Hanmi and procedures further to the civil employee share ownership discussions with the main its implications in terms of Lexicon settlement that fully resolved plan 2019 shareholders and proxy resource allocation the SEC’s investigation into • LTIs plans advisors on governance possible violations of the US • Employee share ownership • Board of Directors and Foreign Corrupt Practices Act plan Committees evaluation

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 14 Sanofi Board evaluation

• Various actions taken by the Board in response to the areas for progress and vigilance identified during 2018 Board evaluation (see “Item 6 – Board evaluation” of our Annual Report on Form 20-F)

• In 2019, an evaluation of the Board was conducted under the direction of the Appointments and Governance Committee

Areas of Satisfaction for 2019 Areas for progress & vigilance identified

The selection process for the new Chief Executive Officer had been Increased amout of time should be allocated to long-term stategic conducted satisfactorily thinking

The directors have observed increased transparency and dialogue Greater attention should be paid to issues relating to CSR ad human since Paul Hudson’s appointment as Chief Executive Officer, which was resources policy reflected in the quality of interactions

The composition of the Board was regarded as balanced The induction program for new directors should be enhanced

The contribution of the committees to the Board’s decision-making Work should progress on preparing succession plans for the Chairman process was regarded as satisfactory of the Board and members of the Executive Committee

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 15 Sanofi Executive Committee Overview • Changes introduced in its composition in early 2020 by Paul Hudson in order to achieve a leaner configuration will foster agility and speed in decision-making, in line with the fourth priority of the company’s new strategy (“Reinvent How We Work”) • See the Press Release dated May 29, 2020 regarding the recent appointments at the Executive Committee

PAUL HUDSON

◼ CEO Number of Members

NATALIE BICKFORD ( 1 ) OLIVIER CHARMEIL JEAN - BAPTISTE CHASSELOUP DE CHATILLON 11 ◼ Executive VP, Chief ◼ Executive VP, General People Officer Medicines ◼ Executive VP, Chief Financial Officer

Diversity

KAREN LINEHAN PHILIPPE LUSCAN JOHN REED, MD, PH. D.

◼ Executive VP, Legal ◼ Executive VP, Global ◼ Executive VP, Global Affairs and General Industrial Affairs head of Research and Counsel Development 6

Members out of 11 are non- ARNAUD ROBERT ( 2 ) B I LL SIBOLD THOMAS TRIOMPHE ( 3 ) French nationals – 5 nationalities are represented ◼ Executive VP, Chief ◼ Executive VP, Sanofi ◼ Executive VP, Head of Digital Officer Genzyme Sanofi Pasteur

J U LI E V AN ONGEVALLE ( 4 )

◼ Executive VP, Head of (1) Natalie Bickford will assume office August 1, 2020 Consumer Healthcare (2) Arnaud Robert will assume office June 15, 2020 (3) Thomas Triomphe will assume office June 15, 2020 (4) Julie Van Ongevalle will assume office September 1, 2020

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 16

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CEO Compensation Policy Shareholders’ vote on compensations

• French law sets out a dual role for the shareholders Ex ante vote • Compensation policy for the Chairman, CEO, and directors* → One specific resolution per compensation policy • Sanofi’s compensation program seeks to be consistent with market and industry practice to provide competitive levels of compensation, create a strong link between individual and company performance and maintain a balance between short-term and mid-long-term performance • Compensation policy for the Chairman of the Board and CEO is identical to that approved by the 2019 AGM • 2019 AGM voting results: 98.32% for the Chairman / 88.43% for the CEO • 2020 AGM voting results: 99.48% for directors / 98.16% for the Chairman / 91.55% for the CEO Ex post vote •Total compensation and benefits of whatever kind paid in respect of the previous year and awarded to the Corporate Officers (Chairman of the Board, CEO and Directors) → One global resolution covering the compensation allocated to corporate officers during the preceding financial year (Rapport sur les rémunérations)

•One specific resolution relating to the compensation allocated to each executive officer during the preceding financial year →For Executive Officers (in practice, the CEO), the payment and award of variable & exceptional components are contingent on the shareholders’ approval (annual variable compensation + LTIs) •2019 AGM voting results: 98.29% for the Chairman / 86.55% for the CEO •2020 AGM voting results: 98.56% for the Chairman / 91.17% for Paul Hudson (new CEO) and 41.92 for Olivier Brandicourt (former CEO) (the Board will consider the follow-up to be given to this vote)

*Directors now fall within the scope of the ex-ante vote – In compliance with the provisions of the Order of November 27, 2019 enacted for the application of the PACTE Law Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 18 COMPENSATION – PAUL HUDSON Adjustments made to the implementation of the compensation policy for the CEO

Post 2019 Shareholders' Meeting Post 2018 Shareholders' Meeting Structure of compensation policy unchanged, but Structure of compensation policy unchanged, but adjustments made to how the policy is implemented: adjustments made to how the policy is implemented: ▪ The Board of Directors may temporarily derogate from the approved compensation policy in ▪ annual variable compensation, with the introduction exceptional circumstances. of a separate CSR-based individual performance criterion; and ▪ the Chief Executive Officer is only awarded performance shares, and is no longer awarded • equity-based compensation, with the ROA-based stock options; performance criterion replaced with one based on FCF(a)in future performance share plans (i.e. those awarded in or after 2019). ▪ for performance shares, the comparison is now made with 12 leading global pharmaceutical companies (instead of 10);

▪ the performance condition applicable to the termination benefit has been modified;

▪ the top-up pension plan arrangements have changed following the entry into force of a new law in July 2019 on compensation arrangements for corporate officers of listed companies.

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 20 Compensation Policy Aligned with Long-Term Value Creation (1/2)

• Key components of CEO compensation(1)

• Set at €1,300,000 (apportioned on a pro rata time basis for over the period from Base Salary September 1, 2019 to December 31, 2019, i.e. €433.333)

of officeof • Annually determined based on qualitative and quantifiable criteria • Balance attainment of financial objectives and specified individual objectives

Variable Annual Compensation • Between 0% and 250% of his fixed compensation term

• Target: 150% fixed compensation the • Performance shares, contingent on internal (Business Net Income and FCF) and Long Term Incentive external performance conditions (TSR) measured over three years relative to a

panel of twelve of the leading global pharmaceutical companies(2) During

• Non-compete undertaking during a 12-month period following his departure Non-Compete Indemnity • Indemnity corresponding to one year’s total compensation

• Can only be activated in case of forced departure Severance Payment Based on • Amount limited to 24 months of total compensation Performance and COC/Strategy • Payment contingent upon fulfillment of a performance criterion

Severance • May not exceed 25% of the reference compensation (annual fixed and variable Top-Up Defined Contribution cash-based compensation only) Pension • Subject to a performance condition • Transferable as a survivor’s pension

No Directors’ attendance fee

(1) The compensation of the CEO is determined with reference to compensation awarded to the CEOs of the principal companies of the following ten companies: AstraZeneca, Bayer, BMS, Eli Lilly, GSK, Johnson & Johnson, Merck, Novartis, Pfizer and Roche (2) Performance AstraZeneca, plc, Bayer AG, Bristol-Myers-Squibb Inc, Eli Lilly and Company Inc., Johnson & Johnson Inc., GlaxoSmithKline plc, Merck Inc., Novartis AG, Pfizer Inc., Roche Holding Ltd., Amgen and Novo Nordisk

Corporate Governance Roadshow – 2020 AGM March 2020 21 Summary of benefits awarded to the CEO on leaving office

Voluntary departure / Removal from office Forced departure Retirement for gross or serious misconduct

24 months of fixed compensation as of the date of leaving office + Termination benefit(a) / 24 months of most recent individual / variable compensation received(d) – Amounts received as non-compete indemnity

12 months of fixed 12 months of fixed compensation as of the compensation as of the date of date of leaving office (incl. the above leaving office the 24-month cap) Non-compete indemnity(b) + + / 12 months of most recent individual 12 months of most recent individual variable compensation received prior variable compensation received prior to leaving office to leaving office(e)

Top-up pension(c) / / Annual contribution of up to 25% of reference compensation

Rights retained in prorata to period of Stock option and performance shares not yet vested Forfeited in full employment Rights retained(g) within Sanofi(f)

(a) The amount of the termination benefit is reduced by any amount received as consideration for the non-compete undertaking, such that the aggregate amount of those two benefits may never exceed two years of total fixed and variable compensation. (b) The Board of Directors may decide to release the Chief Executive Officer from the non-compete undertaking for some or all of the 12-month period. In that case, the non-compete indemnity would not be due, or would be scaled down proportionately. (c) Defined-contribution pension plan, within the scope of Article 82 of the French General Tax Code. Subject to fulfillment of the performance conditions, assessed annually. (d) Subject to fulfillment of the performance conditions, assessed over the three financial years preceding the departure from office as described in “ – Item 6 – Arrangements for corporate officers – 2. Termination benefit in event of forced departure.” (e) Subject to the Board of Directors enforcing the non-compete undertaking, the amount of the termination benefit is reduced by any indemnity received as consideration for the non-compete undertaking, such that the aggregate amount of those two benefits may never exceed two years of total fixed and variable compensation (f) Subject to fulfillment of the performance condition, assessed for each year. (g) In this case, the Chief Executive Officer remains subject to the terms of the plans, including the performance conditions.

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 22 Paul Hudson’s compensation for 2020

➢ Fixed compensation of €1,300,000

➢ Variable compensation for 2020 will range from 0% to 250% of his fixed annual compensation, with a target of 150%, and subject to both quantitative and qualitative criteria.

• 40% based on financial criteria: • Sales growth (25%) • Business net income (25%) • Free cash flow (25%) • Business operating income margin (25%) • 60% based on specific individual objectives: • Growth of key new assets (10%) • Business transformation (15%) • Organization and people (10%) • Pipeline (10%) • CSR (15%)

➢ 75,000 performance shares ➢ Contingent upon both internal (Business net income and Free cash flow) and external (TSR) criteria ➢ 3-year vesting period – 2020 to 2022

➢ Compensation for taking office granted in 2019 – Phantom Stock Units (Medium-term incentive plan granted to compensate for around 50% of the incentives plans waived by Paul Hudson on leaving his previous company. Cash bonus subject to (i) continuous presence and (ii) attainment of performance conditions measured for half of the award in March 2021 and the second half in March 2022)

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 23 Distribution between the key components of Paul Hudson’s compensation

• Calculation based on the compensation awarded to Paul Hudson for the year 2020

Compensation with performance conditions: Fixed 86.20% compensation 13.88%

Variable compensation 20%(2) Compensation in cash (annual Long term remuneration): 34.47% Equity compensation (long- incentives term remuneration): 65.52% 65.28%(1)

(1) Percentage corresponding to the valuation of performance shares awarded during the year 2020 (valuation at the date of grant assuming fulfillment of the performance condition). This represents the difference between the quoted market price of the share on the date of grant and the present value of the dividends to be received over the next three years. (2) Calculation based on a variable compensation at target (i.e. 150% of the fixed compensation).

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 24 COMPENSATION – DIRECTORS Compensation policy for Directors

• The Annual General meeting approved an increase of the maximum annual amount allocated to Directors • In order to take into consideration the increasing number of non-French directors and remain competitive, years amount per meeting raised up to around 10% (Fixed compensation still set at €30,000 annually) • Those amount had not been changed since 2010.

Variable compensation for Directors would be allocated as follows:

Remuneration per meeting

Directors resident Directors outside France but Directors resident Chairman/ resident in France within Europe outside Europe Chairwoman Board of Directors €5,500 €8,250 €11,000 N/A Audit Committee €8,250 €8,250 €8,250 €11,000 Compensation Committee €5,500 €8,250 €11,000 Determined by reference to place of residence Appointments, Governance €5,500 €8,250 €8,250 Determined by and CSR Committee reference to place of residence Strategy Committee €5,500 €8,250 €11,000 Determined by reference to place of residence Scientific Committee €5,500 €8,250 €11,000 Determined by reference to place of residence

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 26

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Corporate Social Responsibility Sanofi CSR priority areas of action Sanofi is committed to creating sustainable shared value

Better health for all Ethics & Transparency Planet Mobilization Corporate Citizenship

Serving the needs of patients Promoting a culture of ethics Addressing environmental Develop and engage with NCDs* and integrity at every level challenges employees • KiDS and Diabetes in within Sanofi • Mitigate climate change and • Stay in school, Stay in society: Schools • Robust governance structure aim for carbon neutrality by education and training of • Mental Health (FAST*) implemented and applicable 2050 Youth especially in suburb, • My Child Matters for in each country • Limit our environmental favoring diversity and Children’s cancer • The Sanofi Ethics and footprint and target circular employability Business Integrity Program solutions • Enfants de Sanofi Contribute to eradication, developed and implemented • Improve the environmental • Cancer et Travail: support any elimination and control of (Code of Ethics, policies and profile of our products employee impacted directly or infectious diseases standards, training and • Preserve the biodiversity at indirectly by cancer education programs) every facility • HAT*** (Sleeping sickness) Promoting inclusion and • Global Compliance Officer • Malaria diversity • Tuberculosis reporting to our General • Polio Counsel and to our Chief Sustain ecosystems around Executive Officer Sanofi’s sites • Territorial footprint of Sanofi’s sites

Committee at board level dedicated to Appointments, Governance and CSR CSR criteria in the CEO’s annual variable compensation

* NCDs: Non communicable diseases ** FAST: Fight Against Stigma 28 *** HAT: Human African Trypanosomiasis (sleeping sickness) Sanofi CSR material issues

CSR strategy: key assets in creating value

• CSR is an integral part of Sanofi’s core business strategy. By building a pragmatic and innovative approach to meet today’s CSR challenges, it contributes to value creation and improving our business

• Our CSR material topics, ranked by relative importance in terms of CSR materiality, is as follows:

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 29 Our CSR performance

• Sanofi’s contribution to the United Nations Sustainable Development Goals

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 30 Our CSR performance

• Sanofi’s contribution to the United Nations Sustainable Development Goals

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 31 Our CSR performance

• Extra-financial performance: Sanofi is included in the most important international CSR indices

Sanofi Scores – 2018-2019

(1) 4th out of 160 (pharma sector) (2) All sectors (3) Sanofi among the 3 industry leaders – to be noted that ISS ESG acquired Oekom rating agency in 2018

Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 32