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Compensations of Executive Directors

Commitments in favor of Executive Directors

Equity Compensation – CEO & Employees

Equity compensation, which is made up of subscription options and performance shares, serves to align employee and shareholder interests and reinforce employees’ ties to the Company. The Board of Directors is responsible for equity compensation under French law. In 2011, the Board of Directors fundamentally reworked its equity compensation policy. To limit the potentially dilutive effects, the Board’s new orientation is to award performance shares for all but a small number of high-level executives who may continue to receive options. Under this new Board policy, no matter who the beneficiary is, all options or performance shares granted will be subject in their entirety to the achievement of multi-year performance criteria. Thus, the plans put in place by the Board of Directors between March 5, 2014 and May 2, 2018 were conditioned on two internal performance criteria based on the Net Result of Activities and Return on Assets (ROA). For the plans put in place by the Board of Directors on April 30, 2019, the performance criterion based on the ROA was replaced by a criterion based on Free Cash Flow (FCF). The plan attributed to the Chief Executive Officer is subject to the two aforementioned performance criteria and to a third external criterion (Total Shareholder Return compared to a panel of pharmaceutical companies). The Board of Directors commits to report to its shareholders on the level of performance achieved under these conditions in Sanofi's annual reports (Document de référence and U.S. Form 20-F).

For additional information concerning the equity compensation policies of the Board of Directors, please refer to the following documents: