The Annual General Meeting of Shareholders of the Sanofi Group held on May 12, 1998 and presided over by the Chairman and Chief Executive Officer Jean-François Dehecq, approved the accounts of the year 1997 as well as the proposed resolutions.

Consolidated net earnings for the year 1997 totaled FRF 1,920 million, up by 10% over 1996, and represented earnings per share of FRF 18.20 against FRF 16.80 in 1996, up by 8%.

During his address, Jean-François Dehecq spoke of the major events that marked the beginning of the year 1998:

• the launch of the platelet aggregation inhibitor Plavixâ (clopidogrel) for the prevention of atherothrombosis in the United States in March ;
• the good performance of the antihypertensive agent Aprovelâ (irbesartan), particularly in Europe;
• the approval of Eloxatinâ (oxaliplatin) in France in April, for the first-line treatment of metastatic colorectal cancer;
• the strong momentum of Sanofi’s business activities which, in the first quarter of 1998, generated sales growth of 12% at constant exchange rates and comparable Group structure.

The Annual General Meeting approved the distribution of a net dividend of FRF 7.00 per share plus a tax credit of FRF 3.50, making for a total dividend per share of FRF 10.50, made payable in cash from June 5, 1998.

The Annual General Meeting re-elected Mr. Philippe Hustache to the Board of Directors for a period of four years, and appointed two new Directors, Ms. Bernadette de Bonrepos-Bainville and Mr. Pierre Castillon, for a period of four years.

The Annual General Meeting also renewed the term of office of Ernst & Young Audit as statutory auditors, for a period of six years. Cailliau Dedouit et Associés were appointed additional statutory auditors, also for a period of six years.

In anticipation of the introduction of a common European currency, the Meeting authorized the Board of Directors to convert the capital stock into Euros as soon as they become legal tender.

The Meeting gave its approval to the proposed merger-absorption of Sanofi Pharma, Choay SA and Sanofi Gestion France by Sanofi, which facilitates the formation of a single holding company for the pharmaceutical business.

Finally, the Meeting decided to modify the company statutes, setting up a compliance committee charged with ensuring that these statutes are properly applied.

The Board of Directors which met after the Meeting appointed Mr. René Sautier to this compliance committee. Mr. Sautier was Chairman of Sanofi from the foundation of the company until 1988.