Sanofi — Capital/Financing Update 2019

Mar 19, 2019

Execution Version

FINAL TERMS DATED 19 MARCH 2019

Issue of EUR 500,000,000 1.250 per cent. Notes due 21 March 2034

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 has led to the conclusion that: (i) the target market for the Notes 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' target market 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' target market assessment) and determining appropriate distribution channels. The Issuer is not a manufacturer for the purposes of the MIFID Product Governance Rules.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRUPs Regulation.

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 12 March 2019 a base prospectus for the purposes of the Prospectus Directive (as defined in the Base Prospectus dated 12 March 2019) (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 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 Boetie, 75008 Paris, France during normal business hours and at www.sanofi.com and copies may be obtained from Sanofi, 54 rue La Boetie, 75008 Paris, France and will be available on the Autorité des marchés financiers (the "AMF") website (www.amf-france.org).

1.	(i) Series Number:	37
	(ii) Tranche Number:	1
2.	Specified Currency or Currencies:	Euro ("EUR")
3.	Aggregate Nominal Amount of Notes:
	(i) Series:	500,000,000
	(ii) Tranche:	500,000,000
4.	Issue Price:	98.851 per cent. of the Aggregate Nominal Amount
5.	Specified Denomination(s):	EUR 100,000
6.	(i) Issue Date:	21 March 2019
	(ii) Interest Commencement Date:	21 March 2019
7.	Maturity Date:	21 March 2034
8.	Interest Basis:	1.250 per cent. Fixed Rate (further particulars specified below)
9.	Change of Interest Basis:	Not Applicable
10. 11.	Put/Call Options: (i) Status of the Nores.	Issuer Call Make-whole Redemption Clean-up call option (further particulars specified below) Unsubordinated Notes
	(ii) Date of Board approval for issuance of Notes obtained:	Conseil d'administration held on 6 February 2019 and the decision of Jean-Baptiste Chasseloup de Chatillon, Executive Vice President and Chief Financial Officer of the Issuer, dated 13 March 2019.
	12. Method of Distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

	13. Fixed Rate Note Provisions (Condition 5(a))	Applicable
	(i) Rate of Interest:	1.250 per cent. per annum payable annually in arrear
	(ii) Interest Payment Date(s):	21 March in each year
	(iii) Fixed Coupon Amount:	EUR 1,250 per EUR 100,000 in Nominal Amount
	(iv) Broken Amount(s):	Not Applicable
	(v) Fixed Day Count Fraction:	Actual-Actual (ICMA)
	(vi) Fixed Interest Dates:	21 March in each year
	(vii) Party responsible for calculation Not Applicable of Interest Amounts (if not the Fiscal Agent):
	14. Floating Rate Note Provisions (Condition 5(b))	Not Applicable
	15. Zero Coupon Note Provisions	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
16.	Call Option (Condition 7(c))	Applicable
	(Call):	(i) Optional Redemption Date(s) Any day from and including 21 December 2033 to but excluding the Maturity Date
	(Call) of each Note:	(ii) Optional Redemption Amount(s) EUR 100,000 per Note of Specified Denomination
	(iii) If redeemable in part:
	(a) Minimum Redemption Amount:	Not Applicable
	(b) Maximum Redemption Amount:	Not Applicable
	(iv) Notice period:	As set out in Condition 7(c)
17.	Put Option (Condition 7 (e))	Not Applicable
	18. Make-whole Redemption	Applicable

6

(Condition 7(f))

		(i) Parties to be notified by Issuer of As set out in Condition 7(f) Make-whole Redemption Date and Make-whole Redemption Amount (if other than set out in Condition 7(f)):
		(ii) Make-whole Redemption Margin:	0.20 per cent. per annum
		(iii) Discounting basis for purposes Annual of calculating sum of the present values of the remaining scheduled payments of principal and interest on Redeemed Notes in the determination of the Make-whole Redemption Amount:
		(iv) Reference Security:	Reference Bund DBR 0.25 per cent. maturing in February 2029 ISIN DE0001102465
		(vi) Reference Dealers:	Banco Santander, S.A. ING Bank N.V., Belgian Branch Merrill Lynch International Natixis
		(vii) Quotation Agent: 19. Clean-up call option (Condition 7(d))	BNP Paribas Securities Services Applicable
	20. Early Redemption Amount (for tax reasons) (Condition 7(b) and 7(g))		(Early Redemption Amount(s) per Specified Denomination payable on redemption for tax reasons 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 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

• 1. Redenomination, renominalisation and reconventioning provisions:
• 1. Representation of holders of Notes/Masse:

Not Applicable

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 3,000 (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

1. (i) If syndicated, names of Managers:

Banco Santander, S.A. ING Bank N.V., Belgian Branch Merrill Lynch International Natixis

Not Applicable

• 19 March 2019 (ii) Date of Subscription Agreement:
• (iii) Stabilising Manager(s) (if any): Not Applicable
• 1. If non-syndicated, name and address of Dealer:

• US Selling Restrictions:

Reg. S Compliance Category 2;TEFRA not applicable

Signed on behalf of the Issuer: By: Sears HAUCK Duly authorised

PART B-OTHER INFORMATION

1. ADMISSION TO TRADING AND LISTING

	Admission to trading and	Application has been made by the Issuer (or on its behalf)
	listing:	for the Notes to be listed and admitted to trading on Euronext
		Paris with effect from 21 March 2019.

(ii) Estimate of total expenses EUR 10,300 (excluding AMF fees) related to admission to trading:

2. RATINGS

Ratings:

The Notes to be issued have been rated:

S&P: AA

Moody's: Al

Scope: AA

S&P Global Ratings Europe Limited ("S&P"), Moody's France SAS ("Moody's") and Scope Ratings GmbH ("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/Listregistered-and-certified-CRAs) in accordance with the CRA Regulation.

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

As 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

Reasons for the offer: General financing and corporate purposes of the Issuer

5. Fixed Rate Notes only - YIELD

Indication of yield:

1.335 per cent. per annum

7. OPERATIONAL INFORMATION

• ISIN Code: FR0013409851 (i)
• (ii) Common Code: 196548238

(iii) Depositaries:

(a) Euroclear France to act as Yes Central Depositary:

(b) Common Depositary for No Euroclear Bank and Clearstream Banking, société anonyme:

• (iv) Any clearing system(s) other Not Applicable than Euroclear France, Euroclear Bank SA/NV and Clearstream Banking société anonyme and the relevant identification number(s):
• (vi) Names and addresses of initial Paying Agents:

(v) Delivery:

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

Delivery against payment