Sanofi — Capital/Financing Update 2018

Mar 19, 2018

FINAL TERMS DATED 19 MARCH 2018

Issue of EUR 1,000,000,000 Floating Rate Notes due March 2020

under the Euro 25,000,000,000

Euro Medium Term Note Programme

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes made by the Managers has led to the conclusion that, in relation to the type of clients criterion only: (i) the type of clients to whom the Notes are targeted is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' type of clients assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' type of clients assessment) and determining appropriate distribution channels.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 13 March 2018, which constitutes a base prospectus for the purposes of the Prospectus Directive (as defined in the Base Prospectus dated 13 March 2018) (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the Final Terms are available for viewing at Sanofi, 54 rue La Boétie, 75008 Paris, France during normal business hours and at www.sanofi.com and copies may be obtained from Sanofi, 54 rue La Boétie, 75008 Paris, France and will be available on the Autorité des marchés financiers (the "AMF") website (www.amf-france.org).

1.	(i) Series Number:	29
	(ii) Tranche Number:	1
2.	Specified Currency or Currencies:	Euro ("EUR")
3.	Aggregate Nominal Amount of Notes:
	(i) Series:	EUR 1,000,000,000
	(ii) Tranche:	EUR 1,000 000 000
4.	Issue Price:	100.667 per cent. of the Aggregate Nominal Amount
5.	Specified Denomination(s):	EUR 100,000
6.	(i) Issue Date:	21 March 2018

	(ii) Interest Commencement Date:	21 March 2018
7.	Maturity Date:	The Interest Payment Date falling on or nearest to 21 March 2020
8.	Interest Basis:	3 Month Euribor + 0.15 per cent. Floating Rate.
		(Further particulars specified below)
9.	Change of Interest Basis:	Not Applicable
	10. Put/Call Options:	Clean-up Call
		(further particulars specified below)
11. (i)	Status of the Notes:	Unsubordinated Notes
	(ii) Date of Board approval for issuance of Notes obtained:	Conseil d'Administration held on 6 March 2018 and the decision of Mr Jérôme Contamine, Executive Vice President and Chief Financial Officer of the Issuer, dated 14 March 2018
	12. Method of Distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

	13. Fixed Rate Note Provisions (Condition 5(a))	Not Applicable
14. Floating Rate Note Provisions (Condition 5(b))		Applicable
(i)	Interest Period(s):	As set out in the Conditions
(ii)	Interest Payment Dates:	Quarterly on every 21 March, 21 June, 21 September and 21 December in each year from and including the Interest Payment Date falling on or nearest to 21 June 2018 up to and including the Maturity Date, all subject to adjustment in accordance with the Business Day Convention as specified below
(iii)	First Interest Payment Date:	The Interest Payment Date falling on or nearest to 21 June 2018
(iv)	Business Day Convention:	Modified Following Business Day Convention
(v)	Additional Business Centre(s):	Not Applicable
(vi)	Manner in which the Rate(s) of Interest is/are to be determined:	Screen Rate Determination
	(vii) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Fiscal Agent):	Not Applicable
	(viii) Screen Rate Determination:

	–	Reference Rate:	EURIBOR
	–	Interest Determination Date(s):	The second Target2 Business Day before the start of each Interest Period
	–	Relevant Screen Page:	Reuters page EURIBOR01
(ix)		FBF Determination	Not Applicable
(x)		ISDA Determination:	Not Applicable
(xi)		Margin(s):	+0.15 per cent. per annum
		(xii) Minimum Rate of Interest:	Zero
		(xiii) Maximum Rate of Interest:	Not Applicable
		(xiv) Day Count Fraction:	Actual/360 (adjusted)
		15. Zero Coupon Note Provisions	Not Applicable

PROVISIONS RELATING TO REDEMPTION

16. Call Option (Condition 7(c))	Not Applicable
17. Put Option (Condition 7(e))	Not Applicable
18. Make-whole Redemption (Condition 7(f))	Not Applicable
19. Clean-up call option (Condition 7(d))	Applicable
20. Early Redemption Amount (Condition 7(b) and 7(g))	Early Redemption Amount(s) per Note payable on redemption for taxation reasons or on an event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions): EUR 100,000 per Note of EUR 100,000 Specified Denomination

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21. Form of Notes:	Dematerialised Notes
(i) Form of Dematerialised Notes:	Bearer dematerialised form (au porteur)
(ii) Registration Agent:	Not Applicable
(iii) Temporary Global Certificate:	Not Applicable
22. Additional Financial Centre(s) or other special provisions relating to Payment Business Days:	Not Applicable

23. Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):		No
24. Redenomination, renominalisation reconventioning provisions:	and	Not Applicable
25. Consolidation provisions:		Not Applicable
26. Representation of holders of Notes:		Condition 13 applies
		The Initial Representative shall be:
		AETHER FINANCIAL SERVICES
		36 rue de Monceau
		75008 Paris
		France
		agency@aetherfs.com

Represented by its Chairman

The Representative will be entitled to an upfront fee of EUR 400 (plus VAT) payable by the Issuer on the Issue Date.

The Representative will exercise its duty until its dissolution, resignation or termination of its duty by a general assembly of Noteholders or until it becomes unable to act. Its appointment shall automatically cease on the Maturity Date, or total redemption prior to the Maturity Date.

DISTRIBUTION

27. (i)	If syndicated, names of Managers:	Global Coordinators and Bookrunners:
		BNP PARIBAS
		SOCIÉTÉ GÉNÉRALE
		UNICREDIT BANK AG
		Bookrunners:

BANCO SANTANDER, S.A. CITIGROUP GLOBAL MARKETS LIMITED CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK HSBC BANK PLC ING BANK N.V., BELGIAN BRANCH J.P. MORGAN SECURITIES PLC RBC EUROPE LIMITED

(ii) Date of Subscription Agreement: 19 March 2018

(iii) Stabilising Manager(s) (if any):		BNP Paribas
----------------------------------------	--	-------------

• 1. If non-syndicated, name and address of Dealer: Not Applicable
• 1. US Selling Restrictions: Reg. S Compliance Category 2; TEFRA not applicable

Signed on behalf of the Issuer:

By: ..............................................................

Duly authorised

PART B – OTHER INFORMATION

1. ADMISSION TO TRADING AND LISTING

(i)	Admission to trading and listing:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading and to be listed on Euronext Paris with effect from 21 March 2018.
	(ii) Estimate of total expenses related to admission to trading:	EUR 2,575 (excluding AMF fees)

2. RATINGS

Ratings: The Notes to be issued have been rated:

S&P: AA stable

Moody's: A1 stable

Scope: AA stable

S&P, Moody's and Scope are established in the European Union and registered under Regulation (EC) No 1060/2009 (the "CRA Regulation"), as amended. As such S&P, Moody's and Scope are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-andcertified-CRAs) in accordance with the CRA Regulation.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. REASONS FOR THE OFFER

The net proceeds of the issue of the Notes will be used for the general corporate purposes of the Issuer, including the financing of the acquisitions of Bioverativ and Ablynx.

5. Floating Rate Notes only - HISTORIC INTEREST RATES

Details of historic EURIBOR rates can be obtained from Reuters.

BENCHMARKS: Amounts payable under the Notes will be calculated by reference to EURIBOR which is provided by the European Money Market Institute (the "EMMI"). As at 19 March 2018, the EMMI does not appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation").

6. OPERATIONAL INFORMATION

(i) ISIN Code:	FR0013324316
(ii) Common Code:	179540371
(iii) Depositaries:
(a) Euroclear France to act as Central Depositary:	Yes
(b) Common Depositary for Euroclear Bank and Clearstream Banking, société anonyme:	No
(iv) Any clearing system(s) other than Euroclear France, Euroclear Bank SA/NV and Clearstream Banking société anonyme and the relevant identification number(s):	Not Applicable
(v) Delivery:	Delivery against payment
(vi) Names and addresses of initial Paying Agents:	BNP Paribas Securities Services (affiliated with Euroclear France under number 29106) 3, 5, 7 rue du Général Compans 93500 Pantin France
(vii)Names and addresses of additional Paying Agent(s) (if any):	Not Applicable