Form S-8 Sanofi

May 18, 2022 3:49 PM EDT

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As filed with the Securities and Exchange Commission on May 18, 2022

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SANOFI

(Exact name of Registrant as specified in its charter)

 

 

 

Republic of France   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

54, rue La Boétie

75008 Paris

France

(Address of Registrant’s principal executive offices)

ACTION 2022 SHAREHOLDING PLAN

(Full title of the plan)

Thierry Vernier

Vice President and Chief Financial Officer

Sanofi U.S. Services Inc.

55 Corporate Drive

Bridgewater, New Jersey 08807

Tel. No. +1 (908) 981-5000

(Name, address and telephone number of agent for service)

Copies to:

Sami Toutounji

Shearman & Sterling LLP

7 rue Jacques Bingen

75017 Paris, France

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 


Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b)(1).

EXPLANATORY NOTE

The Registrant would like to draw attention to the risks and uncertainties related to the impact that COVID-19 will have on the Registrant, its customers, suppliers, vendors, and other business partners, and the financial condition of any one of them, as well as on its employees and on the global economy as a whole. Any material effect of COVID-19 on any of the foregoing could also adversely impact the Registrant. This situation is changing rapidly and additional impacts may arise of which the Registrant is not currently aware and may exacerbate the risks and uncertainties discussed or identified in the public filings with the Commission made by the Registrant, including those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2022 (the “Form 20-F”).

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

This Registration Statement on Form S-8 hereby incorporates by reference the contents of the following reports of the Registrant filed with, or furnished to, the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment indicating that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such document incorporated by reference. Statements contained in the foregoing documents incorporated by reference shall be deemed to be modified or superseded hereby to the extent that statements contained in the Prospectus, or in any subsequently filed documents that are amendments hereto or that are incorporated herein by reference, shall modify or replace such statements:

 

  (a)

The Form 20-F (Commission file No. 001-31368);

 

  (b)

The Reports on Form 6-K furnished by the Registrant to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on the following dates: January 12, 2022, January 24, 2022, February 4, 2022 (Film No. 22592372), February 14, 2022, February 24, 2022, March 4, 2022, March 15, 2022, March 22, 2022, March 30, 2022, March 31, 2022, April 1, 2022, April 4, 2022, April 7, 2022, April 19, 2022, April 28, 2022, April 29, 2022, May 9, 2022 May 16, 2022 and May 17, 2022 (Commission file No. 001-31368).

 

  (c)

The description of the Registrant’s ordinary shares, nominal value €2 per share, set forth under the captions “A. Share Capital” and “B. Memorandum and Articles of Association” in Item 10 and the description of the Registrant’s American depositary shares set forth under the caption “D. American depositary shares” in Item 12 of the Form 20-F (Commission file No. 001-31368).


Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Alexandra Roger, Head of Securities Law and Capital Markets at the Registrant, has given her opinion about certain legal matters affecting the securities registered under this Registration Statement. Ms. Roger owns, or may have the right to acquire, the Registrant’s Ordinary Shares and/or American Depository Shares.

Item 6. Indemnification of Directors and Officers.

The French Commercial Code prohibits provisions of corporate articles of associations that limit the liability of directors. However, if a director is sued by a third party and ultimately prevails in the litigation on all counts, but is nevertheless required to bear attorneys’ fees and costs, the Director may be reimbursed for those fees and costs pursuant to an indemnification arrangement.

Under French law a company may purchase directors and officers insurance for all or part of the members of its management. A French corporation is responsible to third parties for the consequences of the decisions of its board of directors. However, if those decisions qualify as mismanagement, the relevant member of the board of directors may have to fully or partly indemnify the company. Sanofi has purchased insurance for all of its directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Exhibit Index.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

 

  (1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

  (i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

 

  (iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

  (2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


  (3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant further undertakes that, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

 

Exhibit No.   

Description of Document

4.1*    Articles of association (statuts) of Sanofi.
4.2    Deposit Agreement (including the form of depositary receipt) between the Registrant and JPMorgan Chase Bank, N.A., as depositary (incorporated herein by reference to Exhibit A to the Registration Statement on Form F-6 (Registration No. 333-192032) relating to American Depositary Shares, filed with the Commission on October 31, 2013 and made effective on the same date, as amended by Post-Effective Amendment No. 1 thereto filed with the Commission on February 13, 2015 and further amended by Post-Effective Amendment No. 2 thereto filed with the Commission on August 4, 2020).
4.3    Rules of the Sanofi-Aventis Group Savings Plan, of which the Action 2022 Shareholding Plan forms a part (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (Registration No. 333-129554) filed with the Commission on November 8, 2005).
5.1*    Opinion of Alexandra Roger regarding the validity of the Registrant’s ordinary shares being registered.
23.1*    Consent of PricewaterhouseCoopers Audit.
23.2*    Consent of Ernst & Young et Autres
23.3*    Consent of Alexandra Roger (included in Exhibit 5 above).
24*    Power of Attorney (included on the signature page).
107*    Filing fee table.

 

*

Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act, Sanofi certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, France on May 18, 2022.

 

SANOFI
By:  

/s/ Paul Hudson

Name:   Paul Hudson
Title:   Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Hudson, Jean-Baptiste Chasseloup de Chatillon and Roy Papatheodorou and each of them severally, his true and lawful attorney or attorneys, with power of substitution and resubstitution to sign in his name, place and stead in any and all such capacities, the registration statement on Form S-8 (the “Registration Statement”) to be filed by Sanofi (the “Registrant”) with the United States Securities and Exchange Commission (the “Commission”) in connection with the Action 2022 Shareholding Plan, and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and any registration statement filed by the Registrant pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which relates to the Registration Statement, and to file any of the same with the Commission. Each of said attorneys shall have power to act with or without the others, and shall have full power and authority to do and perform, in the name and on behalf of each such officer and director of the Registrant who shall have executed this Power of Attorney, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as such officer or director of the Registrant might or could do in person.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the indicated capacities effective as of May 18, 2022.

 

Signatures    Title

/s/ Serge Weinberg

Serge Weinberg

   Chairman of the Board of Directors

/s/ Paul Hudson

Paul Hudson

  

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Jean-Baptiste Chasseloup de Chatillon

Jean-Baptiste Chasseloup de Chatillon

  

Executive Vice President, Chief Financial

Officer (Principal Financial Officer)

/s/ Hervé Cardelli

Hervé Cardelli

  

Head of Consolidation and Statutory Reporting

(Principal Accounting Officer)

/s/ Patrick Kron

Patrick Kron

   Director

/s/ Fabienne Lecorvaisier

Fabienne Lecorvaisier

   Director


/s/ Rachel Duan

Rachel Duan

   Director

/s/ Christophe Babule

Christophe Babule

   Director

/s/ Carole Ferrand

Carole Ferrand

   Director

/s/ Diane Souza

Diane Souza

   Director

/s/ Thomas Südhof

Thomas Südhof

   Director

/s/ Emile Voest

Emile Voest

   Director

/s/ Antoine Yver

Antoine Yver

   Director

/s/ Gilles Schnepp

Gilles Schnepp

   Director

/s/ Lise Kingo

Lise Kingo

   Director

/s/ Barbara Lavernos

Barbara Lavernos

   Director

/s/ Wolfgang Laux

   Director
Wolfgang Laux

/s/ Ceng-Yann Tran

   Director
Ceng-Yann Tran

/s/ Thierry Vernier

Thierry Vernier

  

Authorized Representative in the United

States

Exhibit 4.1

SANOFI

Limited liability company

(Société Anonyme à conseil d’administration)

Registered capital : €2,527,121,390

Registered office : 54, rue La Boétie – 75008 Paris

Registration number : PARIS 395 030 844

ARTICLES OF ASSOCIATION

as of May 3, 2022


PART I

GENERAL PROVISIONS

Article 1 - Form of company

The company, in the form of a limited liability company (société anonyme), is governed by applicable laws and regulations as well as by these articles of association (statuts).

Article 2 - Corporate name

The corporate name shall be: Sanofi.

Article 3 - Corporate Purpose

The company’s corporate purpose, in France and abroad, is:

 

   

Acquiring interests and holdings, in any form whatsoever, in any company or enterprise, in existence or to be created, connected directly or indirectly with the health and fine chemistry sectors, human and animal therapeutics, nutrition and bio-industry;

in the following areas:

 

   

Purchase and sale of all raw materials and products necessary for these activities;

 

   

Research, study, and development of new products, techniques and processes;

 

   

Manufacture and sale of all chemical, biological, dietary and hygienic products;

 

   

Obtaining or acquiring all intellectual property rights related to results obtained and, in particular, filing all patents, trademarks and models, processes or inventions;

 

   

Operating directly or indirectly, purchasing, and transferring – for free or for consideration - pledging or securing all intellectual property rights, particularly all patents, trademarks and models, processes or inventions;

 

   

Obtaining, operating, holding and granting all licences;

 

   

Within the framework of a group-wide policy and subject to compliance with the relevant legislation, participating in treasury management transactions, whether as lead company or otherwise, in the form of centralized currency risk management or intragroup netting, or any other form permitted under the relevant laws and regulations;

And, more generally:

 

   

All commercial, industrial, real or personal, property financial or other transactions, connected directly or indirectly, totally or partially, with the activities described above and with all similar or related activities and even with any other purposes likely to encourage or develop the company’s activities.


Article 4 - Registered office

The registered office is located at: 54, rue La Boétie, PARIS 75008.

Should a transfer of the registered office be decided upon by the Board of Directors (conseil d’administration), the Board is authorised to modify the statutes accordingly.

Article 5 - Term of company

The term of the company will expire on May 18, 2093 unless dissolved prior to that date or extended by a decision of the Shareholders’ Extraordinary General Meeting.

PART II

SHARE CAPITAL

Article 6 - Registered Capital

The share capital is €2,527,121,390 (two billion five hundred twenty-seven million one hundred twenty-one thousand three hundred ninety euros).

It is divided into 1,263,560,695 shares each having a par value of €2, of the same class, fully paid.

Article 7 - Form of shares

The shares are registered or bearer shares, according to the shareholder’s choice, under the conditions established by applicable legal provisions.

The company may apply legislative and regulatory provisions concerning the identification of holders of securities giving them the immediate or future right to vote.

Any individual or entity, acting individually or jointly, who acquires a number of shares representing a proportion of the capital or of voting rights equal to or exceeding 1% of the share capital, or any multiple of this percentage, even beyond the minimum declaration limits laid down by the legal and regulatory provisions, must inform the company of the total number of shares and voting rights held by the individual or entity and also of any securities giving future access to the capital or voting rights which may potentially be attached. Notification is to be made by registered mail, return receipt requested, within five stock exchange days of the date on which the threshold was reached.

The obligation to notify the company also applies when the shareholder’s holding of the capital or voting rights falls to a level below each of those thresholds described in the third paragraph of this article.

The legal penalties applicable to failure to declare the crossing of a statutory threshold apply equally to a failure to declare the crossing of any threshold stipulated in the articles of association and recorded in the minutes of the shareholders’ meeting at the request of one or more shareholders holding at least 5% of the company’s share capital or voting rights.


Article 8 - Conveyance and transfer of shares

The shares are freely negotiable.

The transfer of shares occurs by transfer from one account to another in accordance with the conditions laid down by law and regulations.

Article 9 - Rights and obligations attached to each share

1) With regard to ownership of the corporate assets, sharing of profits and the liquidation surplus, each share entitles its owner to an amount in proportion to the number of existing shares.

2) Whenever it is necessary to possess a certain number of shares to exercise a right, the owners who do not possess that number of shares are responsible for taking any steps to combine the number required.

3) Each shareholder has as many votes as the number of shares he owns or represents subject to the provisions below.

A double voting right is assigned to each registered share that is paid for in full and that has been registered in the name of the same shareholder for at least two years.

The double vote ceases automatically for any share converted into a bearer share or transferred from one owner to another, subject to exceptions laid down by law. Bonus shares arising from an increase of share capital by incorporation of reserves, profits or share premiums receive the benefit of the double vote as from the time of their issue in so far as they have been assigned on the basis of shares already benefiting from this right.

Article 10 - Paying-up (libération) of shares

Sums that are due on shares to be paid for in cash are requested by the Board of Directors which determines the dates and extent of the calls for funds.

Shareholders who do not make the payments due on the shares they hold automatically owe the company default interest calculated on a daily basis starting from the due date, at the legal rate in business matters increased by three points, without prejudice to the compulsory enforcement measures provided by law.

PART III

MANAGEMENT OF THE COMPANY

Article 11 - Board of Directors

1) The Company shall be administered by a Board of Directors of which the minimum and maximum number of members is set by current legislation.

A natural person cannot be appointed or reappointed as a director once he or she reaches the age of 70. As soon as the number of directors aged over 70 represents more than one-third of the directors in office, the oldest director shall be deemed to have resigned; his or her term of office shall end at the date of the next shareholders’ Ordinary General Meeting.

Each director appointed by a Shareholders’ Ordinary General Meeting must own at least five hundred shares throughout his term of office.

The term of office of directors shall be four years. Directors shall be required to seek reappointment by rotation, such that members of the Board are required to seek reappointment on a regular basis in the most equal proportions possible. Exceptionally, the Shareholders’ Ordinary General Meeting may appoint a director to serve for a term of one, two or three years, in order to ensure adequate rotation of Board members.


Each director standing down shall be eligible for reappointment.

2) Directors representing employees

In accordance with the law, one employee representative director shall be designated by the trade union body which is the most representative, within the meaning of the applicable legislation, in the Company and those of its direct or indirect subsidiaries that have their registered office in French territory, and one director shall be designated by the European Works Council.

An employee representative director shall hold office for a term of four years. His term of office shall end at the close of the Shareholders’ General Meeting held during the calendar year in which his term of office expires to approve the financial statements for the previous financial year.

If the Company is no longer subject to an obligation to appoint one or more employee representatives to the Board of Directors, the term of office of the employee representative(s) shall end automatically with no other formalities at the close of the meeting of the Board of Directors which formally notes that the Company no longer falls within the scope of such obligation.

Article 12 - Chairman and Vice-Chairman of the Board of Directors

The Board of Directors shall appoint from among its members a Chairman, who must be a natural person. Except in the circumstances specified in article 16 when he or she also assumes the function of Chief Executive Officer, the Chairman may hold office for the duration of his or her term of office as director, under the conditions laid down in article 11.1 paragraph 2 above.

The Board may appoint from among its members a Vice-Chairman, who must be a natural person less than 70 years of age.

They may be appointed for their entire term of office as directors.

In the event of the temporary incapacity, resignation, death or non-reappointment of the Chairman, the Board of Directors may delegate another director to act as chairman. In the event of temporary incapacity, such delegation shall be given for a limited period and shall be renewable. In other cases, it shall be valid until a new Chairman is appointed.

The Chairman shall organise and direct the work of the Board, and be accountable for this to the Shareholders’ General Meeting.

He shall ensure that the company’s organs of management operate properly and in particular that the directors are capable of fulfilling their duties.

Article 13 - Deliberations of the Board

The Board of Directors shall meet as often as required by the interests of the company, either at the registered office or at any other place indicated in the notice of the meeting. The Chairman may notify the directors of meetings of the Board of Directors by any means, even orally.

Meetings of the Board of Directors shall be chaired by the Chairman of the Board of Directors or in his absence by the Vice-Chairman. If the Chairman and Vice-Chairman are both absent, the Board of Directors shall appoint, for each meeting, a member who will chair the meeting.

Decisions shall be taken on the quorum and majority conditions stipulated by law.

The secretary of the Board of Directors shall be authorised to certify copies of and extracts from minutes of Board meetings as a true record.


The Board of Directors may take decisions by written consultation with the directors on the terms set forth in law. The arrangements for such written consultations shall be specified in the Board Charter.

Article 14 - Board powers

The Board of Directors shall determine the strategic orientations of the company’s business and ensure they are implemented, in accordance with the corporate interest and taking account of the social and environmental issues relating to its operations.

Subject to powers expressly granted to shareholders’ meetings and within the limits of the corporate objects, the Board shall address any issue of relevance to the proper functioning of the company, and shall by its deliberations settle all matters that concern it.

The Board shall perform controls and tests as it sees fit. Each director shall receive all the information necessary for the fulfilment of his duties, and may have disclosed to him all documents that he judges to be useful.

Article 15 - Committees

The Board shall appoint a Committee, accountable to the Board, to oversee issues relating to the preparation and audit of financial and accounting information, in accordance with the law.

The Board may appoint one or more other Committees to examine issues referred to them by the Board or the Chairman.

Article 16 - Management

In accordance with the law, the executive management of the company shall be conducted under the responsibility of the Chairman of the Board of Directors, either by himself or by another natural person appointed by the Board of Directors and bearing the title of Chief Executive Officer.

The Board of Directors shall decide which of these two methods of executive management to adopt on a majority of directors present or represented.

The Board of Directors shall appoint from among its members, or from outside the Board, the Chief Executive Officer, who shall be a physical person aged less than 65. The Chief Executive Officer shall have the broadest powers to act in all circumstances in the name of the company, within the limits of the corporate objects and subject to powers expressly reserved by law for shareholders’ meetings and the Board of Directors. He shall represent the company in its dealings with third parties.

If the executive management of the company is conducted by the Chairman, the provisions contained in the law and regulations and in the articles of association relating to the Chief Executive Officer shall apply to him except those relating to the age limit. He shall take the title of Chairman and Chief Executive Officer and shall hold office until the Ordinary General Meeting called to approve the financial statements of the immediately preceding financial year and held in the calendar year in which he reaches the age of 68.

On a proposal by the Chief Executive Officer, whether this function be assumed by the Chairman of the Board or by another person, the Board of Directors may appoint from one to five persons in charge of assisting the Chief Executive Officer, with the title of Deputy Chief Executive Officer.

In agreement with the Chief Executive Officer, the Board of Directors shall determine the scope and duration of the powers granted to the Deputy Chief Executive Officers.


In dealings with third parties, the Deputy Chief Executive Officers shall have the same powers as the Chief Executive Officer.

Article 17 - Observers (censeurs)

On the Chairman’s proposal, the Board may appoint up to two observers (censeurs). Observers are chosen from amongst the shareholders and are appointed for a period of five years. The observers may be re-appointed. They may be dismissed at any time by decision of the Board of Directors.

They are responsible for ensuring that the articles of association are strictly observed. They are invited to attend Board meetings in a consultative capacity; however, their absence from such meetings is not detrimental to the validity of the proceedings.

They examine the annual accounts and address comments to the members of the Shareholders’ Ordinary General Meeting as they deem necessary.

The Board may remunerate the observers by allocating sums from the amount of annual compensation allotted by the general shareholders’ meeting to Board members.

PART IV

STATUTORY AUDITORS

Article 18 - Statutory Auditors

One or several principal auditors are appointed and carry out their audit assignment in compliance with the law.

PART V

GENERAL SHAREHOLDERS’ MEETINGS

Article 19 - Right of access - Representation

1) All shareholders shall be entitled to attend personally or by proxy, in the form and at the places indicated in the notice of the meeting, on presentation of proof of identity and of ownership of the shares held in an account before the legal limit of accounting registration.

2) Any shareholder may be represented or vote by mail on the conditions stipulated by law.

3) Any shareholder may also, if the Board of Directors so decides on convening the meeting, participate and vote at meetings by video-conference or by any other means of telecommunication including the Internet that enables him or her to be identified on the conditions and accordance to the methods laid down by applicable legislation. Such decision will be notified in accordance with the law.

Those shareholders who use for this purpose, and within the time limits, the electronic form provided on the website of the General Meeting centralizer shall be deemed to be among the shareholders present or represented. The electronic form may be completed and signed directly on this site through a user code and a password

The proxy or the vote provided by electronic means prior to the General Meeting, as well as the evidence of receipt which is provided, shall be deemed irrevocable and may be asserted against all persons, it being specified that in the event of a transfer of share ownership occurring before the legal limit of accounting registration of the shares, the Company will invalidate or revise, depending on the situation, the proxy or the vote provided before this date and this hour.


Article 20 - Notice of general shareholders’ meetings

The meetings are convened by the Board of Directors under the conditions and within the time limits prescribed by law. They are held at the registered office or at in any other place indicated in the convening letter or notice.

Article 21 - Meeting committee

Shareholders’ General Meetings are presided over by the Chairman of the Board of Directors or, in his absence, by a director appointed by the Board.

The duties of examiner (scrutateur) are fulfilled by the two shareholders, present and willing, who hold the greatest number of votes both in their own name and in their capacity as authorised agents.

The committee appoints a secretary who need not be a member of the general meeting.

Article 22 - General shareholders’ meetings

Ordinary and Extraordinary General Shareholders’ Meetings, acting under the conditions of quorum and majority laid down by law, exercise the powers assigned to them in compliance with the law.

PART VI

ALLOCATION OF PROFITS

Article 23 - Financial year

Each financial year starts on January 1st and ends on December 31st.

Article 24 - Allocation of profits

1) The profit or loss of the financial year is the difference between the income and expenses of the financial year, after deduction of depreciation, amortization and provisions, as shown in the income statement.

2) From the profit of the financial year, less any prior losses, a deduction of at least five per cent is made, this deduction being allocated for the creation of a reserve fund known as the “legal reserve”. This deduction is no longer compulsory when the amount of the legal reserve reaches one-tenth of the registered capital. The deduction begins again if, for any reason whatsoever, the legal reserve falls to a level below the said fraction.

The remaining balance, plus any profit carried forward, constitutes the distributable profit.

On the Board’s proposal, the Shareholders’ General Meeting may decide that the distributable profit may, totally or partially, be carried forward or assigned to one or several general or special reserve funds.


Article 25 - Dividends

The Shareholders’ General Meeting that votes on the financial statements for the financial year may allow each shareholder the option, for all or some of the dividend or interim dividend distributed, to receive payment of the dividend or interim dividend either in cash or in shares.

In addition, the Shareholders’ General Meeting may decide, for all or some of the dividend, interim dividend, reserves or additional paid-in capital that are distributed, that the distribution of such dividends, interim dividends, reserves, additional paid-in capital will be made in kind by the delivery of assets of the Company, including financial securities, with or without cash option.

The Shareholders’ General Meeting may decide that fractional rights will be neither negotiable nor transferable notwithstanding the provisions of Article 9-2°) of the Articles of Association. The Shareholders’ General Meeting may in particular decide that, when the proportion of the distribution to which a shareholder is entitled does not correspond to a whole number of the unit of measurement used for the distribution, that shareholder will receive the next lowest whole number of shares plus a cash payment for the balance.

PART VII

DISSOLUTION - LIQUIDATION

Article 26

On the expiry of the term of the company or in case of dissolution prior to that date, the Shareholders’ General Meeting rules on the mode of liquidation and appoints one or several liquidators whose powers it determines and who carry out their duties, in compliance with the law.

The liquidation proceeds are first used to pay liabilities. Subsequent to this payment and after payment of liquidation costs, the surplus is used to reimburse the nominal value of the shares; the balance is distributed amongst the shareholders in the same proportions as their participation in the share capital.

PART VIII

DISPUTES

Article 27

Any disputes that may arise during the life of the company or its liquidation, either between the shareholders and the company or between the shareholders themselves, concerning the interpretation or enforcement of these statutes or generally regarding corporate business, are subject to the jurisdiction of the competent courts.

Exhibit 5.1

May 18, 2022

Securities and Exchange Commission

450 Fifth Street, N.W., Washington, D.C. 20549

Ladies and Gentlemen:

I am Head of Securities Law and Capital Markets of Sanofi, a société anonyme organized under the laws of the Republic of France (the “Company”). In that capacity, I have acted as French counsel to the Company in connection with a registration statement on Form S-8 (the “Registration Statement”) being filed with the United States Securities and Exchange Commission (the “SEC”) for the purpose of registering under the United States Securities Act of 1933, as amended (the “Securities Act”), ordinary shares, nominal value €2.00 per share, of the Company (“Company Shares”), including Company Shares that may be represented by American depositary shares of the Company (“Company ADSs”) (each Company ADS representing one-half of one Company Share), to be issued pursuant to the Action 2022 Shareholding Plan (the “Plan”) to U.S. holders.

In furnishing this opinion, I, or lawyers under my supervision, have examined the Registration Statement, Resolution Number 23 of the General Meeting of the Shareholders of Sanofi held on April 30, 2021, and such other documents, corporate records, certificates of public officials and other agreements, instruments or opinions as I have deemed necessary or advisable for the purpose of rendering the opinion set forth below. In this examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as copies. With respect to factual matters I have relied upon the accuracy of all facts and information set forth in the documents, corporate records, certificates and other agreements, instruments and opinions examined. On the basis of the foregoing, I am of the following opinion:

The Company Shares when issued pursuant to the Plan in accordance with the resolution of the general meeting of shareholders referred to above, will be validly issued, fully paid, and non-assessable.

The foregoing opinion is limited to matters involving the laws of the Republic of France. The foregoing opinion is also limited to the matters expressly stated in this letter, and no opinion shall be implied or inferred beyond the matters expressly stated. The foregoing opinion: (a) is rendered solely in connection with the registration, pursuant to the registration requirements of the Securities Act, of the offering, sale and delivery of the Company Shares to be issued in the United States pursuant to the purchase rights described in the Registration Statement; (b) may not be relied on for any other purpose; and (c) may not be reproduced, referred to or quoted in any offering materials, disclosure materials or similar printed matter.

 

Very truly yours,

/s/ Alexandra Roger

Alexandra Roger

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 related to the Sanofi Action 2022 Shareholding Plan, of our reports dated February 23, 2022 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in Sanofi’s Annual Report on Form 20-F for the year ended December 31, 2021.

Neuilly-sur-Seine, France

May 18, 2022

 

/s/ PricewaterhouseCoopers Audit   
/s/ Dominique Ménard    /s/ Cédric Mazille

 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Action 2022 Shareholding Plan of Sanofi, of our reports dated February 23, 2022, with respect to the consolidated financial statements of Sanofi and the effectiveness of internal control over financial reporting of Sanofi, included in its Annual Report (Form 20-F) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young et Autres

Paris-La Défense, France

May 18, 2022

 

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

SANOFI

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               
Security Type   Security
Class Title
  Fee
Calculation
Rule
  Amount
Registered
  Proposed
Maximum
Offering Price
Per Unit
  Maximum
Aggregate
Offering Price
  Fee Rate   Amount of
Registration
Fee
               
Equity   Ordinary Shares, nominal value €2.00 per share (1)   Other (3)   500,000 (2)   $80.31 (3)   $40,155,000   $92.70 per $1,000,000   $3,722.37
         
Total Offering Amounts     $40,155,000     $3,722.37
         
Total Fee Offsets               $3,722.37
         
Net Fee Due               $0

 

(1)

American Depositary Receipts evidencing American Depositary Shares issuable upon request after expiration of the five-year lock-up period on deposit of the Ordinary Shares, nominal value €2.00 per Share (“Ordinary Shares”), have been registered pursuant to a separate Registration Statement on Form F-6 (Registration No. 333-192032).

(2)

This Registration Statement covers up to 500,000 Ordinary Shares that may be sold to eligible employees under the Action 2022 Shareholding Plan (the “Plan”). The amount being registered also includes an indeterminate number of shares of Ordinary Shares, which may be offered as a result of stock splits, stock dividends and anti-dilution provisions and other terms, in each case in accordance with Rule 416, under the Securities Act of 1933, as amended (the “Securities Act”).

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon a 20% discount from the average of the high and low prices of the Registrant’s Ordinary Shares on Euronext Paris on May 13, 2022 and converted at the noon buying rate of €1=$1.04 on May 13, 2022. The 20% discount represents the discount on the “Reference Price” offered to Participants pursuant to the Plan.


Table 2: Fee Offset Claims and Sources

 

     Registrant
or Filer
Name
  Form
or
Filing
Type
  File Number   Initial Filing
Date
  Filing Date   Fee Offset
Claimed
  Security
Type
Associated
with Fee
Offset
Claimed
  Security
Title
Associated
with Fee
Offset
Claimed
  Unsold
Securities
Associated
with Fee
  Unsold Aggregate
Offering Amount
Associated with Fee
Offset Claimed
  Fee Paid with
Fee Offset
Source
Rule 457(p)
Fee Offset
Claims(1)
  SANOFI   S-8   333-218099   5/19/2017       $3,722.37   Equity   Ordinary Shares, nominal value €2.00 per share   406,906   $32,117,048.52    
Fee Offset
Sources(1)
  SANOFI   S-8   333-218099       5/19/2017                       $13,721.99

 

(1)

Pursuant to Rule 457(p) under the Securities Act, the Registrant offsets the registration fee required in connection with this Registration Statement by $3,722.37, which represents a portion of the dollar amount of the filing fee previously paid by the Registrant that corresponds to unsold Ordinary Shares registered pursuant to its (i) Registration Statement on Form S-8 (Registration No. 333-218099) filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2017 and subsequently deregistered by a Post-Effective Amendment No. 1 to Form S-8 Registration Statement filed with the Commission on May 15, 2018; (ii) Registration Statement on Form S-8 (Registration No. 333-225522) filed with the Commission on June 8, 2018 and subsequently deregistered by a Post-Effective Amendment No. 1 to Form S-8 Registration Statement filed with the Commission on May 13, 2020; (iii) Registration Statement on Form S-8 (Registration No. 333-238686) filed with the Commission on May 26, 2020 and subsequently deregistered by a Post-Effective Amendment No. 1 to Form S-8 Registration Statement filed with the Commission on April 23, 2021; and (iv) Registration Statement on Form S-8 (Registration No. 333-256208) filed with the Commission on May 17, 2021 and subsequently deregistered by a Post-Effective Amendment No. 1 to Form S-8 Registration Statement filed with the Commission on May 17, 2021. The Registrant has terminated or completed each offering that included the unsold Ordinary Shares offered under each of these Registration Statements on Form S-8 and has deregistered all such unsold Ordinary Shares by filing a Post-Effective Amendment to each such Registration Statement on Form S-8.



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