Compensations of Executive Directors

Commitments in favor of Executive Directors

Jean-François Dehecq was appointed Honorary Chairman of Sanofi on May 17, 2010.

Equity Compensation

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, as illustrated by the plans put in place by the Board on March 5, 2014, which are conditioned on two internal criteria based on Business Net Income and Return on Assets, with a third, external criteria (Total Shareholder Return compared to a panel of pharmaceutical companies) applicable to attributions to the Chief Executive Officer. 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: