CORPORATE GOVERNANCE Standards & rules Facebook Twitter LinkedIn Code de gouvernement d'entreprise AFEP-MEDEF At its meeting held on December 17, 2008, the Board of Directors examined the AFEP-MEDEF recommendations dated October 6, 2008 concerning Executive Directors compensation for listed companies. The Board of Directors considers that these recommendations are consistent with the company's corporate governance approach. Therefore, the Board of Directors decided that Sanofi will refer to the amended AFEP-MEDEF code for the preparation of the report of the Chairman of the Board of Directors pursuant to article L. 225-37 of the French Commercial Code. AFEP-MEDEF corporate governance code - June 2018 NASDAQ Statement Statement on Corporate Governance as Required by Rule 5615(a)(3) of the NASDAQ Stock Market Listing Rules. The following is a brief explanation of the principal ways in which our corporate governance practices may differ from certain NASDAQ corporate governance requirements applicable to U.S. corporations. NASDAQ Statement By Laws Sanofi By Laws – December 18, 2018 Board Charter The Board Charter of the Board of Directors sets out the responsibilities of the Directors, the composition, duties and working procedures of the Board and the Committees, and the roles and powers of the Chairman and the Chief Executive Officer. Sanofi Board Charter Corporate Code of Ethics Sanofi is determined to respect the ethical principles governing our activities. Sanofi is committed to abiding by the laws and regulations that apply in each country in which we operate. We adhere to the principles of the Universal Declaration of Human Rights, the International Labor Organization and the Organization for Economic Co-operation and Development (OECD). We also support each person’s right to health, as defined in the International Covenant on Economic, Social and Cultural Rights. Through our adherence to the United Nations Global Compact, we support and apply the core principles relating to human rights, labor, environment, and anti-corruption. This Code of Ethics defines the Company’s expectations when conducting Sanofi business. It is provided as a resource to guide employees in dealing with issues they might encounter as part of their daily activities. A “Compliance Helpline” has been implemented to report breaches of the Code. To know more, please refer to the Code of Ethics: Code of Ethics Financial Code of Ethics Recognizing the importance of proper and ethical behavior on the part of its senior executives responsible for public disclosure and financial information, Sanofi ("the Company") has adopted this Financial Code of Ethics. Accordingly, it is the Company's policy that each of the Directeur Général1, the Vice-Président Exécutif, Directeur Financier2 and the Directeur Comptable Groupe3 of the Company: act at all times with integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships; address any apparent conflict of interest in personal and professional relationships in accordance with the highest ethical standards and promptly disclose to the General Counsel of the Company the nature of any such conflict of interest or any material transaction or relationship that reasonably could be expected to give rise to such a conflict of interest; cause the Company to provide, in the Company's reports filed with the U.S. Securities and Exchange Commission or the Autorité des marchés financiers, and in its other public communications, disclosure that is full, fair, accurate, complete, objective, timely and understandable; cause the Company to comply with applicable rules and regulations of all French, U.S. and other governmental entities and other private and public regulatory agencies to which the Company is subject, including the Nasdaq Global Select Market, Euronext Paris S.A., and any other exchanges on which the Company's securities may be listed; act in good faith, responsibly, with due care, competence and diligence, and without misrepresenting material facts or circumstances; act objectively, without allowing his/her independent judgment to be subordinated; respect the confidentiality of Company information, except when authorized or otherwise required to make any disclosure, and avoid the use of any Company information for personal advantage; share knowledge with others within the Company, to the extent appropriate and consistent with applicable law; maintain professional skills to improve the Company's communications to its constituents; promote ethical behavior among employees under his or her supervision; accept accountability for adherence to this Code of Ethics and promote compliance with this Code by others under his or her supervision, as well as prompt reporting by them of violations to the General Counsel of the Company and cause the Company to achieve responsible use of and control over all assets and resources of the Company entrusted to him or her. The Directeur Général, acting on the recommendation of the audit committee shall direct from time to time any other officer performing similar functions to the Directeur Général, the Vice-Président Exécutif, Directeur Financier and the Directeur Comptable Groupe or any other person to adhere to this Code of Ethics. Each officer to whom this Code of Ethics applies will sign an undertaking to comply with this Code of Ethics. The Audit Committee may revise this Code of Ethics, including by the addition of supplemental undertakings, as it deems appropriate in accordance with applicable law and regulations. References 1. The chief executive officer 2. The chief financial officer 3. 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