SANOFI-AVENTIS
(Exact name of Registrant as specified in its charter)
Republic of France Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
174 avenue de France
75013 Paris
France
(Address of Registrant's principal executive offices)
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ACTION 2005 SHAREHOLDING PLAN
(Full title of the plan)
Joseph Haggerty
Vice President and General Counsel
Aventis Pharmaceuticals
300 Somerset Corporate Boulevard
Bridgewater, New Jersey 08807
(908) 243-6000
(Name, address and telephone number of agent for service)
Copies to:
Sami L. Toutounji
Shearman & Sterling LLP
114, avenue des Champs-Elysees
75008 Paris, France
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of
to Be Registered Registered Offering Price Per Security Aggregate Offering Price Registration Fee
------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, nominal value 2,400,000(2) $63.96(3) $153,504,000(3) $18,068
(euro)2.00 per share(1)
------------------------------------------------------------------------------------------------------------------------
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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).
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 Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The Annual Report on Form 20-F of the Registrant for the year ended December 31, 2004 (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: November 8, 2005, October 28, 2005, October 14, 2005, October 3, 2005, September 23, 2005, September 16, 2005, September 14, 2005, September 9, 2005, September 6, 2005, August 19, 2005, August 8, 2005, July 27, 2005, July 25, 2005, July 19, 2005, July 14, 2005, July 5, 2005, June 24, 2005, June 16, 2005, June 15, 2005, June 6, 2005, June 1, 2005, May 18, 2005, May 17, 2005, May 10, 2005, April 21, 2005, April 8, 2005, April 4, 2005, March 31, 2005, March 23, 2005, March 14, 2005, March 3, 2005, February 24, 2005, January 20, 2005, January 18, 2005 and January 6, 2005 (Commission file No. 001-31368);
(c) The description of the Registrant's ordinary shares, nominal value
(euro)2 per share, set forth under the captions "A. Share Capital" and "B.
Memorandum and Articles of Association" in Item 10 of the Registrant's
Registration Statement on Form 20-F (Commission file No. 001-31368), filed with
the Commission on April 11, 2005 and the updated descriptions of the
Registrant's American depositary shares contained in the Post-Effective
Amendment No. 3 to the Registration Statement on Form F-4 (Registration No.
333-112314) (the "Form F-4") filed by the Registrant with the Commission on
November 9, 2004, under the caption "Description of Sanofi-Aventis American
Depositary Shares", including any amendment or report filed for the purpose of
updating such description; and
(d) All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 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 a 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The French Commercial Code prohibits provisions of statuts 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 company may reimburse those fees and costs pursuant to an indemnification arrangement with the director.
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-Aventis has purchased insurance for all of its directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit List.
Item 9. Undertakings.
(a) We undertake:
(1) to file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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; and
(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.
(b) We further undertake that, for purposes of determining any
liability under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have 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 for our payment of expenses incurred or paid by one of our directors, officers or controlling persons 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, then, unless in the opinion of our counsel the matter has been settled
by controlling precedent, we will submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, Sanofi-Aventis 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 November 8, 2005.
SANOFI-AVENTIS
By: /s/ Jean-Francois Dehecq
---------------------------------------
Name: Jean-Francois Dehecq
Title: Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jean-Francois Dehecq, Jean-Claude Leroy and Jean-Pierre Kerjouan, 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-Aventis (the "Registrant") with the United States Securities and Exchange Commission (the "Commission") in connection with the Action 2005 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 on November 8, 2005.
Name and Signature Title
------------------ -----
/s/ Jean-Francois Dehecq
-----------------------------
Jean-Francois Dehecq Chairman, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Jean-Claude Leroy
-----------------------------
Jean-Claude Leroy Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
/s/ Jean-Luc Renard
-----------------------------
Jean-Luc Renard Vice President Corporate Accounting and Tax
(Principal Accounting Office)
/s/ Rene Barbier de la Serre
-----------------------------
Rene Barbier de la Serre Director
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Name and Signature Title ------------------ ----- /s/ Jean-Marc Bruel ----------------------------- Jean-Marc Bruel Director /s/ Robert Castaigne ----------------------------- Robert Castaigne Director /s/ Thierry Desmarest ----------------------------- Thierry Desmarest Director /s/ Jurgen Dormann ----------------------------- Jurgen Dormann Director /s/ Lord Douro ----------------------------- Lord Douro Director /s/ Jean-Rene Fourtou ----------------------------- Jean-Rene Fourtou Director /s/ Serge Kampf ----------------------------- Serge Kampf Director /s/ Igor Landau ----------------------------- Igor Landau Director ----------------------------- Hubert Markl Director /s/ Christian Mulliez ----------------------------- Christian Mulliez Director /s/ Lindsay Owen-Jones ----------------------------- Lindsay Owen-Jones Director /s/ Klaus Pohle ----------------------------- Klaus Pohle Director |
Name and Signature Title ------------------ ----- /s/ Hermann Scholl ----------------------------- Hermann Scholl Director /s/ Gerard Van Kemmel ----------------------------- Gerard Van Kemmel Director /s/ Bruno Weymuller ----------------------------- Bruno Weymuller Director |
Authorized Representative in the United States:
/s/ Joseph Haggerty ----------------------------- Joseph Haggerty |
EXHIBIT INDEX
Exhibit No. Description of Document
----------- -----------------------
4.1 Bylaws (statuts) of Sanofi-Aventis (incorporated herein by
reference to Exhibit 1.1 of the Annual Report on Form 20-F
of the Registrant for the year ended December 31, 2004 (the
"Form 20-F") (Commission File No. 001-31368) as filed by
the Registrant with the Commission on April 11, 2005).
4.2 Deposit Agreement (including the form of depositary
receipt) between the Registrant and The Bank of New York,
as depositary (incorporated herein by reference to Exhibit
A to the Registration Statement on Form F-6 (Registration
No. 333-116262) relating to American Depositary Shares,
filed with the Commission on June 8, 2004)
4.3* Rules of the Sanofi-Aventis Group Savings Plan (Plan
d'Epargne de Groupe), of which the Action 2005 Shareholding
Plan forms a part.
5.1* Opinion of Jean-Pierre Kerjouan regarding the validity of
the Registrant's ordinary shares being registered.
23.1* Consent of PricewaterhouseCoopers Audit.
23.2* Consent of Ernst & Young Audit.
23.3* Consent of Jean-Pierre Kerjouan (included in Exhibit 5
above).
24* Power of Attorney (included on the signature page).
____________________________
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* Filed herewith.
[GRAPHIC OMITTED]
The Sanofi-Aventis Group, represented by Mr. Frederic CLUZEL, acting in his capacity as Director of Labour-Relations, duly empowered and authorized,
PARTY OF THE FIRST PART,
AND:
Employee Labour Unions recognized as representatives on the national scale, or who are affiliated with said unions, or who have given proof of their ability to represent in the context of the application of the agreement, are as follows:
CFDT, represented by Gerard YCRE
duly empowered and authorized,
CFE-CGC, represented by Remi BARTHES
duly empowered and authorized,
CFTC, represented by Christian BILLEBAULT duly empowered and authorized,
CGT, represented by Thierry BODIN
duly empowered and authorized,
CGT-FO represented by Jean-Claude REVY
duly empowered and authorized,
PARTY OF THE SECOND PART,
The Sanofi-Aventis Group and the Labour Unions, as defined on Page 1 of this agreement, are reminded that the Group Savings Plan is a federative instrument open to all personnel for the purpose of permitting employees of the Group companies, aided by the latter, to participate in the constitution of a collective portfolio of stocks and bonds and, in so doing, to benefit from the tax advantages connected with this type of group savings.
Consequently, the parties have met in order to sign a new agreement in relation
to the Group Savings Plan (referred to as a "PEG" under French law). This
agreement cancels and replaces the existing Savings Plan agreements:
Sanofi-Synthelabo of March 27, 2003, Aventis of April 23, 2001, including its
amendments and Aventis Pasteur of February 21, 1996, including its amendments.
This agreement is entered into pursuant to Articles L. 443-1 to L. 443-9 and R. 443-2 to R. 444-1-6 of the French Labour Code and in accordance with the French law of May 15, 2001 relative to the new economic regulations and the inter-ministerial circular of April 6, 2005 relative to employee savings.
This agreement applies to all French companies in which Sanofi-Aventis directly or indirectly holds more than 50% of the capital as of the date of signature of the agreement, the list of which is attached as Appendix 1.
For the duration of this agreement, French companies in which Sanofi-Aventis directly or indirectly holds more than 50% may participate in this agreement provided that such companies file a membership request. Amendments to this agreement shall be made to include new members.
All employees (including employees on pre-retirement paid sabbatical leave) of a member company to this agreement may participate provided that they have been in the Group for at least three months. To determine seniority, all work contracts executed and assignments carried out in the context of temporary work are taken into account (provided that the temporary employee is hired by the Group), whether on a consecutive basis or not, during the relevant financial period and the twelve months preceding it.
The PEG may be provisioned by:
a) Payments of the amounts allocated to employees with respect to their holding either directly by the company at the time of allocation of the reserves, or by employees at the end of the lock-up period.
b) Payments made by the company of all or part of the participants' incentive profit-related bonuses at the participants' request.
c) Voluntary payments made by participants.
d) Group payments for the benefit of the employer matching contribution of additional amounts as defined in Article 4 of the present agreement.
e) Payments resulting from transactions connected to the capital increase transactions reserved for employees, retirees and pre-retirees of French and foreign companies held directly or indirectly at more than 50% by Sanofi-Aventis.
f) Transfers of all sums held in a company savings plan or participation agreement of a former employer.
g) Entitlements coming from a term savings account ("Compte epargne temps") when that option is available in the employee's original company.
h) Payments in the form of shares from the exercise of stock options that may be granted by the company to any employee pursuant to the current regulations.
Making one or more payments earns membership in the Group Savings Plan.
Membership in the Group Savings Plan entails, for the participant, the agreement not to make any payment in an amount of less than 15 euros through Fonds Commun de Placement d'Entreprise (or "FCPE").
No time frame or frequency is imposed on voluntary payments. These payments shall be made, either by salary deduction, the employee therefore indicating the amount and the schedule of the deduction, or by cheque made out directly to the management company or by any other method of payment accepted by the management company. Payments made directly to the management company will not give rise to the additional Group employer matching contribution provided for in Article 4 of the present agreement.
Pursuant to the provisions of Article L. 443-2 of the Labour Code, all of the employee's annual voluntary payments into the PEG and the Collective Retirement Savings Plan (or PERCO under French law) may not exceed a quarter of his annual gross salary. The amounts collected from profit-related bonuses and allotted to the PEG or to the PERCO, as well as voluntary payments and payments resulting from capital increase transactions are considered as payments by the employee.
However, amounts received from profit sharing and the employer matching contributions, which are then allocated to the PEG or PERCO, do not enter into the calculation of this ceiling.
The Group contribution consists of:
1. paying the subscription fee for the sums paid, the commissions for administrative and financial management of the Fonds Commun de Placement or ("FCP) together with the expenses.
2. a Group contribution that is applied to the sums from profit sharing premiums, together with voluntary payments made by withholding from salaries within the limits set by the regulations.
A separate agreement establishes the methods and amounts of the matching contribution.
A) Any participant can request that the amounts corresponding to his payments be invested in:
- shares of the FCPE called "Sanofi-Aventis Actions", made up exclusively of Sanofi-Aventis shares.
- shares of the FCPE called "Sanofi-Aventis Actions Internationales", entirely composed of diversified international shares.
- shares of the FCPE called "Sanofi-Aventis Mixte Actions-Taux", composed of:
50 % in interest-yielding investments (bonds and money markets), 40 % in
shares and, 10 % in ethical or joint stocks.
- shares of the FCPE called "Sanofi-Aventis Taux Zone Euro", made up entirely of interest-yielding investments.
- shares of a 100% money market fund, the FCPE called "Sanofi-Aventis Monetaire".
- a specific securities account set up for the shares as mentioned in h) of Article 3 and held directly by the participants. This specific securities account is managed by the Sanofi-Aventis stock management company.
Appendix 2 describes the harmonisation process between (i) the FCPE of the Sanofi-Synthelabo PEG, Aventis and Aventis Pasteur and (ii) the above-mentioned FCPE.
Owners of shares of an FCPE may request that all or part of their available shares be allotted to another Fund; they may also request this arbitrage during the lock-up period. These arbitrages shall be made up of liquidities and shall not modify the availability dates.
Exceptionally, during the lock-up period, sums invested in the FCPE "Actions Sanofi-Aventis" resulting from either the employer matching contribution or the possible capital increases reserved for employees shall not give rise to an arbitrage.
Owners of shares shall have the possibility of carrying out six arbitrage orders per year at their convenience and at any time of year (multiple arbitrage orders may be requested).
The arbitrage expenses are charged to the company except for buyback commissions for the "Actions Sanofi-Aventis" Fund, which are charged to the owners of the shares.
B) A FCPE "Relais Actions Sanofi-Aventis" has been opened to allow participants, within the context of the PEG, to acquire securities of the Group during transactions connected with capital increases reserved for employees under preferential conditions. A specific procedure shall define the terms and conditions.
C) Two FCPEs called "Sanofi-Aventis Shares" and "Relais Sanofi-Aventis Shares", invested in Sanofi-Aventis shares, are open to international employees to allow them to subscribe to the possible capital increases as described in B). A specific procedure shall define the terms and conditions.
D) Moreover, the FCPEs "Performance Aventis 2002", "Performance Aventis 2003", "Aventis Performance 2002", "Aventis Performance 2003", "Aventis Italia 2002" and "Aventis Italia 2003" are a part of the PEG and were used in the leverage transactions proposed in 2002 and 2003.
A) Employees of Sanofi-Aventis, who as former employees held assets in the FCPE "Total Fina Elf Actionnariat France", may transfer all or part of their available shares into the Sanofi-Aventis PEG at any time.
B) Sanofi-Aventis employees, who as former employees held assets in one or more Funds of the Rhodia PEG, may transfer all or part of their available shares into the Sanofi-Aventis Group Savings at any time.
Natexis Interepargne shall centralize and manage the individual accounts of the participants.
As defined in Article 15, the Supervisory Board shall review and may amend the management of the funds within 24 months of the signature of the agreement.
The French Financial Market Authority (the "AMF" in French) has approved Natexis Asset Management as the management company of the FCPEs.
Natexis Asset Management delegates the financial management of the FCPEs to financial managers, as described in Appendix 3.
The management and composition of the assets of each of the Funds are specified in their regulations.
All payments to the PEG are entered as a credit into the participants' individual accounts, opened in their name with Natexis Banques Populaires, the depository institution in charge of the accounting of the transactions made in connection with the PEG.
The above-mentioned depository institution agrees to use the sums paid to the credit of the accounts mentioned in the preceding Article within a maximum time period of 7 working days as from their payment to the administrative manager.
The amounts corresponding to shares and fractions of shares of FCPEs purchased for the members' accounts, pursuant to the preceding Articles, shall become available after the first day of the fourth month of the fifth year following the year the shares are acquired.
Shares from investments made in the FCPEs of the Plan d'Epargne Long Terme (or "PELT") of Aventis shall also become available after the first day of the fourth month of the fifth year following the year of initial payment.
The shares mentioned in h) of Article 3 shall not be available until the expiration of a minimum period of 5 years from their payment into the PEG and they cannot benefit from an early exit as provided for by Article 11 of the Agreement except due to the death of the beneficiary.
Pursuant to Article R 442-17 of the Labour Code, cases of early exit are as follows:
a) marriage of the relevant party or the signing of a joint civil union by the relevant party,
b) the birth or arrival of a child intended to be adopted when the home already has at least two children in its care,
c) the divorce, separation or dissolution of a joint civil union when accompanied by a judgment allowing for the customary single or part-time residence for at least one child at the home of the relevant party.
d) the disability of the employee, his children, his spouse or the person who is united with him in a civil union. This disability is assessed according to the second and third paragraphs of Article L. 341-4 of the Social Security Code or must be acknowledged by decision of the technical orientation and professional reclassification commission provided for in Article L. 323-11 of the Labour Code or the departmental commission on special education if the level of disability reaches at least 80% and the relevant party does not carry out any professional activity.
e) the death of the employee, his spouse or the person united with the beneficiary by a joint civil union,
f) the end of the work contract,
g) the allocation of amounts saved by the employee, his children, his spouse or the person united with the beneficiary by a joint civil union with the objective of creating or taking over the management of an industrial commercial, trade or agricultural business, individually or as a company, so long as the control of such company meets the requirements of Article R. 351-43 of the Labour Code, with the intent of carrying out another non-salaried profession or in the acquisition of an interest in a cooperative production company,
h) allocation of the saved amounts to purchase or make improvements to the principal residence, thereby expanding the living area as defined in Article R. 111-2 of the French Construction and Habitation Code, subject to the existence of a construction permit or a prior work declaration, or to repair damages to the principal residence caused by a natural disaster acknowledged by ministerial decree,
i) over-indebtedness of the employee as defined by Article L. 331-2 of the Consumer Code, upon a request sent to the fund management company or the employer, either by the Chairman of the commission on consumer debt, or by the judge when the release of assets is deemed necessary for the discharge of the relevant party's liabilities.
The same shall apply to any other case defined by the regulations, the methods of application of which shall be the subject of a discussion within the Oversight Committee, as defined in Article 18.
All earnings generated by the portfolios, established in application of this PEG, must be reinvested.
All the actions and formalities necessary for this reinvestment shall be carried out by the depository institutions, responsible for requesting the tax administration for the payment of the sums corresponding to possible tax credits attached to the reinvested income. The amounts from this restitution shall also be reinvested.
Dividends from Sanofi-Aventis shares issued from the exercise of options, for which financing was assured by salary savings, shall be paid directly to the holder of the specific stock account as described in Article 5.
If a company no longer meets the conditions for inclusion within the Group, as defined in Article 1, the company's participation in this agreement shall lawfully terminate on the date of partial or total withdrawal, except in particular circumstances that will lead to the signing of an additional amendment.
For the employees of a company that withdraws from this agreement, the expenses mentioned in Article 4-1, together with the expenses of arbitrage in the conditions specified in Article 5 A), shall be borne by the company.
The Sanofi-Aventis Group authorizes employees who have left the Group to leave their assets in the PEG.
Former employees who left the Group to retire or for pre-retirement (who are beneficiaries of Early Cessation of Activity) may continue to make payments into the PEG provided that they (i) joined the PEG Plan before their departure, (ii) made at least one payment and (iii) have kept at least one share. However, these payments will not give rise to an employer match contribution. The payments are unavailable for a five-year period as they occurred subsequent to the cessation of activity.
The expenses mentioned in Article 4-1, together with the expenses for arbitrage under the conditions specified in Article 5 A), shall be charged to the employees who left the Group, with the exception of employees who left for retirement or pre-retirement (including beneficiaries of early cessation of activity and of the CAVDI).
The rights and obligations of the participants, the management company and the depository company are defined by the regulations of each of the following Funds:
- "Actions Sanofi-Aventis",
- "Sanofi-Aventis Actions Internationales",
- "Sanofi-Aventis Mixte Actions -Taux",
- "Sanofi-Aventis Taux Zone Euro",
- "Sanofi-Aventis Monetaire",
This regulation provides particularly for the creation of a Supervisory Board common to all of the Funds defined in Article 5 A), with equal representation of all the companies of the Group:
- two permanent members and two alternate members representing the employees who are owners of shares for each of the Labour Unions as defined on page 1 of this agreement,
- and five permanent members and five alternate members representing and appointed the Group Management.
The members of the Supervisory Board must be the owners of at least one share of each of the FCPEs.
The representatives of the employee shareholders shall elect the Chairman of the Supervisory Board. The representatives of Group Management shall elect the Secretary of the Supervisory Board. The term of office of the Chairman and the Secretary is two years.
The alternate members shall be present at preparatory meetings. They shall be present at plenary sessions to represent permanent members unable to attend. They shall, in any case, receive the same information as the permanent members.
In addition, training activities organized for permanent members, in the context of their role on the Supervisory Board, shall also be open to alternate members.
Time spent in plenary and preparatory sessions of the Supervisory Board, as well as travel time, is lawfully considered work time and paid as such.
Regulations of the FCPEs "Sanofi-Aventis Actions" provides that each owner of shares is appointed as an agent by the Supervisory Board for the exercise of voting rights attached to the shares and for the fraction of the portfolio of Funds corresponding to the entire number of shares he holds. The Supervisory Board shall request that the Chairman or one of its members to exercise the right to vote corresponding to the fractional shares.
Each employee may designate a member of the Supervisory Board to represent him at the general shareholders' meeting.
The Supervisory Board can change the management company; this decision must be approved by the majority of two thirds of the members present or represented.
The Supervisory Board can be assisted by an expert within the context of its mission and his expenses shall be paid by the FCPEs involved in such mission.
The Supervisory Board cannot make a decision to incur any expense whatsoever on the company's behalf without a majority of three quarters of the members present or represented.
This agreement, concluded for an indefinite period, takes effect as of November 15, 2005.
Notice of its termination may be made by each of the parties (i.e., the signatories of the Labour Union and/or the Senior Management of the Group) with three months' prior notice. The termination takes effect on December 31 of the current year; however, the final termination of the PEG for all of its participants can only occur at the expiration of the lock-up period, as provided by Article 10, on the date of the notice of termination.
Notwithstanding applicable legal regulations, this agreement may be amended at the written request of one of the parties addressed to the other party according to the same procedures as those for conclusion of the agreement.
The personnel is informed of this agreement in each department of the relevant companies by any of the customary communication means used by the Group.
Upon each purchase made for its account following the payment of profit sharing or participation, the participants will receive an individual statement specifying in particular the date of purchase, the number of shares or thousandths of a share purchased, the unit price of the share and the total purchase price of the acquisition. A statement shall also be sent for any repurchase of shares.
In addition, the participants shall receive each year:
- a statement of shares purchased for their account since their enrolment in
the PEG,
- a summary from the management company regarding transactions made and
results achieved by the FCPEs during the previous year.
In addition, a summary statement of voluntary payments shall be sent to participants three times a year, indicating the same information as that of the individual statement.
A "Committee for Monitoring Profit sharing, Participation and Company Contributions of the Group Savings Plan and the Collective Retirement Group Savings Plan" has been established and is composed of:
- 2 permanent representatives and 2 alternate representatives appointed by
each one of the Labour Unions as defined on page 1 of this agreement,
- and 5 representatives appointed by the Sanofi-Aventis Group.
Only the permanent representatives participate in plenary meetings.
This Committee shall within six months of the end of the fiscal period to monitor the application of this agreement.
At least eight days before the date of the meeting, the members of the Committee shall receive the necessary documents.
Any participant with dispute regarding the functioning of the Group Savings Plan shall address it to the Chairman or the Secretary of the Supervisory Board in writing. If this claim cannot be settled amicably, it shall be submitted to the competent courts.
It is expressly understood that the validity of the agreement is subordinate to the maintenance of tax exemptions and benefits (excluding CSG/CRDS and company withholding) provided for by the law.
Any prejudicial reduction either to the company or to the participants of the tax exemptions and benefits would automatically and lawfully render this agreement null and void on the date the new regulation becomes effective.
In this case, the Group's Labour Relations Department and the Labour Unions shall meet without delay to negotiate a new agreement.
Pursuant to the provisions of Articles L.132-2-2, Point IV, L.132-10 and R.132-1 of the Labour Code, all of the Labour Unions defined on page 1 of this agreement shall be notified of the present agreement.
The said agreement, concluded in the context of Article L. 132-19-1 of Labour Code, shall be submitted to the Departmental Administration of Labour, Employment and Professional Training of Paris following the eight-day opposition period made available to the Labour Unions pursuant to Article L. 132-2-2 of the Labour Code.
The same provisions shall apply in case of modification of this agreement.
Executed in Paris on October 13, 2005
For the Administration:
Frederic CLUZEL
For the Labour Unions:
CFDT represented by Gerard YCRE
CFE-CGC represented by Remi BARTHES
CFTC represented by Christian BILLEBAULT
CGT represented by Thierry BODIN
CGT-FO represented by Jean-Claude REVY
APPENDIX 1
RELEVANT COMPANIES :
SANOFI-AVENTIS AVENTIS GROUPE
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SANOFI-SYNTHELABO GROUPE AVENTIS PHARMA S.A.
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SANOFI-AVENTIS FRANCE ARCHEMIS
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SANOFI CHIMIE LABORATOIRE AVENTIS
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SANOFI-AVENTIS OTC THERAPLIX
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SANOFI SYNTHELABO RECHERCHE AVENTIS PHARMA DISTRISERVICES
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SANOFI WINTHROP INDUSTRIE AVENTIS INTERCONTINENTAL
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WINTHROP MEDICAMENTS AVENTIS PHARMA NOUVELLE CALEDONIE
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SANOFI SYNTHELABO CARAIBES AVENTIS PROPHARM
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SANOFI SYNTHELABO NOUVELLE-CALEDONIE VALORI 5
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SANOFI SYNTHELABO POLYNESIE BOTTU
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SANOFI SYNTHELABO OCEAN INDIEN RP BIOCHIMIE
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SANOFI PASTEUR AVENTIS PHARMA LE TRAIT
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CENTELION
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SOCIETE CHIMIQUE DE SPECIALITES
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APPENDIX 2
Harmonization process between (i) the FCPEs of the Groupe Sanofi-Synthelabo Savings Plan, Groupe Aventis PEG and Entreprise Aventis Pasteur PEG and (ii) the FCPEs of the Groupe Sanofi-Aventis PEG
This PEG is proposed in the context of the merger of the Sanofi-Synthelabo and Aventis Groups, now known as the Groupe Sanofi-Aventis, with a view to harmonizing and simplifying the mechanisms for employees savings plan within the Group.
This PEG offers a new choice of investment to employees and owners of shares, while maintaining a large variety of investment vehicles composed of employee shareholder funds and diversified funds.
The investment types provided for in this PEG are as follows:
(1) The amounts paid into the Group Savings Plan are used for shares and fractions of shares of the following FCPES, governed by the provisions of Article L. 214-40 of the French Monetary and Financial Code:
o The FCPE "Actions Sanofi-Aventis": this Fund, managed by Natexis Asset Management and deposited with Natexis Banques Populaires, in the context of a merger transaction to be approved by the French Financial Markets (the "AMF"), will receive the assets originating from:
o the FCPE "Actions Sanofi-Aventis N(degree)1" and "PELT Actions Sanofi-Aventis";
o the portion of the FCPE "Sanofi-Aventis 2000" corresponding to the part of its assets invested in Sanofi-Aventis shares, at the end of a demerger to be approved by the AMF.
(2) In parallel with the employee shareholder investment and pursuant to the provisions of Article L. 443-4 of the Labour Code, the employees and bearers of shares also have the possibility of allocating their savings to the "diversified" FCPEs, as governed by the provisions of Article L. 214-39 of the Monetary and Financial Code, as follows:
o the FCPE "Sanofi-Aventis Actions Internationales" : this Fund (formerly "Aventis Actions Europe"), managed by Natexis Asset Management and deposited with Natexis Banques Populaires, will receive the assets from the FCPE "Aventis Actions Monde" and "Sanofi-Aventis Actions Dynamique N(degree)2", in the context of a merger to be approved by the AMF.
o the FCPE "Sanofi-Aventis Mixte Actions-Taux": this Fund (formerly "Aventis Equilibre Obligations"), managed by Natexis Asset Management and deposited with Natexis Banques Populaires, will receive within the context of a merger to be approved by the AMF, the assets originating from:
o the FCPE "Aventis Pasteur N(degree)1 Diversifie", "Aventis Equilibre Actions" "Aventis Pasteur N(degree)3 Diversifie" and "Sanofi-Aventis Valeurs Diversifiees Mixte N(degree)3";
o the portion of the FCPE "Sanofi-Aventis 2000" corresponding to the part of its assets invested in Rhodia shares and in ethical and joint stocks at the end of a demerger to be approved by the AMF.
o the FCPE "Sanofi-Aventis Taux Zone Euro" (formerly "Sanofi-Aventis Diversifie a Dominante Obligations N(degree)4"), formerly managed by Societe Generale Asset Management and deposited with the Societe Generale will now be (after the date of approval of the recovery of the FCPE) managed by Natexis Asset Management and deposited with Natexis Banques Populaires.
This FCPE will receive the assets originating from the FCPE "Aventis Pasteur N(degree) 4 de Taux" at the end of a merger to be approved by the AMF.
o the FCPE "Sanofi-Aventis Monetaire" (formerly "Aventis Securite") will be managed by Natexis Asset Management and deposited with Natexis Banques Populaires. The assets of this Fund will receive, in the context of a merger to be approved by the AMF, the assets originating from:
o the FCPE "Aventis Pasteur N(degree)2 Monetaire" and "Sanofi-Aventis Monetaire N(degree)5";
o the portion of the FCPE "Sanofi-Aventis 2000" corresponding to the part of its assets invested in monetary assets and debentures, at the end of a demerger to be approved by the AMF.
The aforementioned notices of information concerning the FCPE open to employees and owners of shares shall be attached as an Appendix and contain all the elements necessary for an informed choice of investment from among the investment types offered.
This Appendix shall be updated as new investment vehicles are offered to the members of the PEG.
APPENDIX 3
Financial managers retained for the management of the Fonds Communs de placement Entreprise
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Assets managed in
FCPE FCPE Pocket Manager retained % of the FCPE
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Sanofi-Aventis shares - N.___ A.___ Management 100 %
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Sanofi-Aventis International
Shares World index shares Manager A 40 %
Europe index shares
World Asset shares Manager B 36 %
Europe Asset shares Manager C 24 %
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100 %
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Sanofi-Aventis Taux Zone Euro index Manager A
Mixte Actions-Taux World index shares 36 %
Europe index shares
Taux Zone Euro assets Manager D
30 %
World Asset shares Manager B 14,4 %
Europe asset shares Manager C 9,6 %
Ethical and Joint Values N.___ A.___ Management (1) 10 %
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100 %
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Sanofi-Aventis Taux Zone Euro index Manager A 40 %
Taux Zone Euro
Taux Zone Euro assets Manager D 60 %
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100 %
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Sanofi-Aventis Monetaire Monetaire Zone Euro Manager E 50 %
Manager F 50 %
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100 %
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[SANOFI-AVENTIS LETTERHEAD]
November 8, 2005
Securities and Exchange Commission
450 Fifth Street, N.W., Washington, D.C. 20549
Ladies and Gentlemen:
I am General Counsel of sanofi-aventis, a societe 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 (euro)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 2005 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 13 of the General Meeting of the Shareholders of sanofi-aventis held on May 31, 2005, 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/ Jean-Pierre Kerjouan --------------------------- Jean-Pierre Kerjouan General Counsel |
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sanofi-Aventis, dated November 8, 2005, of our report dated April 11, 2005, relating to the consolidated financial statements of Sanofi-Aventis, which appears in its Annual Report on Form 20-F for the year ended December 31, 2004.
PricewaterhouseCoopers Audit
Represented by Jacques Denizeau and Catherine Pariset
/s/ Jacques Denizeau /s/ Catherine Pariset ----------------------- ----------------------- Jacques Denizeau Catherine Pariset |
Paris, France
November 8, 2005
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Sanofi-Aventis, dated November 8, 2005, of our report dated April 11, 2005, with respect to the consolidated financial statements of Sanofi-Aventis included in its Annual Report under Form 20-F for the year ended December 31, 2004.
ERNST & YOUNG Audit
Represented by Valerie Quint and Gilles Puissochet
/s/ Valerie Quint /s/ Gilles Puissochet ----------------------- ----------------------- Valerie Quint Gilles Puissochet |
Paris France
November 8, 2005