January 26, 2004 　Sanofi-Synthelabo

Sanofi-Synthelabo announces offer for Aventis's shares

Presentation by : Jean- Francois DEHECQ Chairman & C. E. O.
http://en.sanofi-synthelabo.com/minisites/vh/en/pdf/equity_story_en.pdf

Sanofi-Synthelabo's Offer for Aventis Creating the no1 Pharmaceutical Group in Europe, no3 in the World January 26, 2004 Jean- Francois DEHECQ Chairman & C. E. O.

Creating the no1 Pharmaceutical Group in Europe, no3 in the World v 　 A compelling strategic rationale: creating a platform for strong, sustainable, profitable growth v 　 A rapid and efficient implementation led by Sanofi-Synthelabo, with expected annual synergies of Euro 1.6bn before tax in 2006 v 　 An attractive offer v 　 A transaction that creates value for the shareholders of both companies and that serves the interests of both employees and patients

A Compelling Strategic Rationale 　Creating a Platform for Strong, Sustainable, Profitable Growth v 　 Accelerate expected sales growth by applying a product and country specific strategy v 　 Leverage marketing and sales forces to launch key products successfully v 　 Accelerate R&D by focusing combined resources on the most promising projects v 　 Improve profitability through a strategy based on rapid growth and an optimised organisation

A Rapid and Efficient Implementation,Led by Sanofi-Synthelabo A group: v 　 Which has consistently delivered on its promises v 　 With a class-leading sales and EPS growth rate v 　 Which will draw on core competencies of both the Sanofi-Synthelabo and Aventis teams

An Attractive Offer v 　 Premium of 15.2% based on the average price over the last month(1), valuing Aventis at Euro47 bn(2) v 　 Offer comprises 19% cash /81% shares (with Mix and Match Election feature) (3) v 　 Transaction expected to be accretive from 2004 onwards,excluding the consequences of Purchase Accounting and integration & restructuring costs (4) v 　 Offer fully supported by Total and L’Oreal (1)Based on Sanofi-Synthelabo and Aventis weighted average closing share price 　　for the month ended 21 January 2004 (inclusive) (2)Based on non diluted share capital (excluding treasury shares) (3)Cum Dividend-see page 28 (4)Based on Adjusted Net Income per share of core business

A Value-Creating Transaction 　　　　　　　　 　　　Creating a platform for strong, sustainable, profitable growth 　　　　　　　　↓ 　　　Which should result in multiples in line with the best in the sector 　　　　　　　　↓ 　　Leading to valuation uplift

A Compelling Strategic Rationale: 　Creating a Platform for Strong, Sustainable, Profitable Growth

Setting the Scene: Sanofi Setting the Scene: Sanofi-Synthelabo and Aventis in the Global Pharmaceutical Industry (IMS Sales) 　　　(1) Based on IMS data for the 12 months ended 30 September 2003

Combining Sanofi-Synthelabo and Aventis... 　 　： Sanofi- Synthelabo 　　　　　　　 　」 Aventis 2002 Sales 　 ・ Euro7.4 bn consolidated ・ Euro9.6 bn developed 　 ・ Euro20.6 bn consolidated ・ Euro17.6 bn in core business (2) 2002 Net income margin (1) 　 ・ 24% 　 ・ 15% for core business (2) Market capitalisation (3) 　 ・ Euro40 bn 　 ・ Euro41 bn Headcount (4) 　 ・ More than 30,000 　 ・ More than 70,000 Main therapeutic categories 　 ・ Cardiovascular, thrombosis, 　central nervous system (CNS), 　oncology and internal medicine 　 ・ Thrombosis, allergy, oncology, 　cardiovascular, diabetes and 　vaccines (1) Net income before exceptional items and goodwill amortisation (2) Prescription drugs and human vaccines, as well as Aventis 50% stake in Merial and its corporate activities (3) Based on non diluted share capital (excluding treasury shares) and on the average of Sanofi-Synthelabo’s and Aventis 　　closing share price weighted by volumes during the month ended 21 January 2004 (inclusive) (4) As of 31 December 2002

…To Create no1 Pharmaceutical Group in Europe, no3 in the World 　 　 　 v 　 Euro 25bn proforma 2002 consolidated sales for core business v 　 5% world market share v 　 R&D budget among top 3 in world v 　 Group headquarters in France,important operations in Germany and the US, and a direct presence in Japan Note: Globl R&D budget of Euro4.3 bn proforma 2002 consolidated for core business

With Strong Geographical Positions Note: Sales and ranks and market shares (IMS) are based on IMS data for the 12 months ended 30 September 2003 (1) North American developed sales were Euro10.2bn, based on IMS sales data for the 12 months ended 30 September 2003

Leverage Complementary Strengths... 　 　 　 v 　 Well established in key therapeutic categories: cardiovascular/thrombosis,oncology,diabetes,CNS,internal medicine, vaccines v 　 Sanofi-Synthelabo's strengths : ・R&D productivity ・Broad-based R&D pipeline with potential major launches ・Capacity to manage mature products and to achieve strong growth in all regions v 　 Aventis's strengths : ・Significant R&D resources ・Product life-cycle management (LCM)expertise ・Large US sales infrastructure ・Direct presence in Japan

…To Create Additional Value 　 　 　 v 　 Enhance sales from the existing portfolio,with major products in fast growing therapeutic categories v 　 Focus R&D resources on most promising projects v 　 Leverage sales and marketing resources to support existing products as well as expected product launches v 　 Ensure rapid integration of teams and operations under a strong, committed,supportive management

A Large Portfolio of High-Growth Drugs (1)Based on IMS data for the 12 months ended 30 September 2003 (2)IMS Consolidated sales of Euro0.9bn and growth of 44% (3)IMS Consolidated sales of Euro0.6bn and growth of 31%

Key Marketed Products in Fast Growing Categories Note:the dark lue bars indicate main focus of Sanofi-Synthelabo and Aventis (1) Historic growth rate for the global vaccines industry is estimated at 12% (Source:Aventis investor Presentation 26th September,2003)

R&D Portfolio and Budget to Support Long-Term Growth Source : Sanofi-Synthelabo and Aventis Company Information, and Equity Research

Significant US Potential ...Will all benefit from broad-based marketing and sales forces

Efficient Integration Translating into Significant Synergies v 　 Total expected synergies represent 6.4% of proforma 2002 core business sales v 　 Cost synergies resulting mainly from optimized structures v 　 Sales synergies mainly generated by improved growth from Aventis’products on markets outside of the US v 　 Restructuring costs (non-recurring) of approximately Euro 2bn before tax

A Rapid and Efficient Implementation Led by Sanofi- Synthelabo

A Group Which Has Consistently Delivered on its Promises (1) Before exceptional items and goodwill amortisation

With a Growth Rate Above Market Source:IMS data for the 12 months ended 30 September 2003

And Outstanding Financial Performance (1) Compound Annual Growth Rate (2) Before exceptional items and goodwill amortisation 　　＊earnings per share

Confirmed in 2003　略

An Attractive Offer　略

Conclusion

Sanofi-Synthelabo's Offer for Aventis Creating the no1 Pharmaceutical Group in Europe,no3 in the World 　 　 　 ｖ 　 A compelling strategic rationale:creating a platform for strong, sustainable and profitable growth ｖ 　 A rapid and efficient implementation led by Sanofi-Synthelabo, with Eruo1.6bn of annual synergies before tax in 2006 ｖ 　 An attractive offer ｖ 　 A transaction that creates value for the shareholders of both companies and that serves the intersts of both employees and patients

Appendix

2004E PEG Analysis Note : Based on average share price for the one-month ended 21st of January 2004, non diluted. Bristol-Myers Squibb and Schering-Plough are excluded (PEG not meaningful)

2004/4/26　日本経済新聞夕刊

仏製薬合併、世界３位　サノフイアベンティス買収へ　７兆円で合意

　欧州製薬大手アベンティスは２５日夜（日本時間２６日未明）、仏製薬企業サノフィ・サンテラボの買収提案受け入れを決めた。仏政府の仲介でサノフィが買収額を当初の４７０億ユーロ（約６兆２千億円）から約１４％引き上げ、約５４０億ユーロ（約７兆円）とし、拒否の姿勢を続けてきたアベンティスも最終的に受諾した。両社の統合により、売り上げ規模で世界３位の製薬企業が誕生する。
　両社は合意内容を２６日、正式発表する。アベンティス買収後もサノフィのデュエック会長兼最高経営責任者（ＣＥＯ）は経営トップにとどまる見通し。
　アベンティスのランドウ会長はこれまで、サノフィが提示していた買収額が低すぎるほか、統合による相乗効果も見込めないと主張した。
　スイス製薬大手ノバルティスと統合交渉を始めていたが、ノバルティスは２５日、「仏政府の強力な介入を受けてアベンティスがサノフィと（統合へ向け）協議すると決めたためアベンティスとの交渉を中止する」と発表した。サノフィ、アベンティスは日本の事業拠点も一本化を検討するとみられる。

世界の大手医薬品メー力一

（注）米調査会社 ＩＭＳヘルスの販売価格べ一ス売上高シェアランキングを基に作成

2004/4/26 Aventis

Aventis Supervisory Board Recommends Substantially Improved Offer from Sanofi-Synthelabo in Order to Create Sanofi-Aventis
http://www.aventis.com/main/page_disclaimer.asp?pageid=82123720040425224127&folderid=&lang=en

On April 25, 2004, Aventis and Sanofi-Synthelabo agreed on a substantially improved offer as well as a balanced governance structure. After reviewing this new offer, the Management Board and the Supervisory Board decided to recommend this offer to Aventis shareholders. This decision was based on a majority of 13 members, with two opposing votes by employee representatives and an abstention by the representative of Kuwait Petroleum Corporation, Mrs. Seham Razzouqi. All members of the Aventis Supervisory Board were present or represented.

Igor Landau, Chairman of the Management Board, said: “We are pleased to have reached an agreement that recognizes the value of Aventis from a financial standpoint as well as the talent and expertise of our employees. By being equally represented in the management of Sanofi-Aventis, this agreement provides the necessary conditions for the success and development of the new group.”

Terms of the Offer
Under the revised offer terms, Sanofi-Synthelabo offers:

The offer consists of 71% Sanofi-Synthelabo shares and 29% cash.

This improved offer would value one Aventis share at Euro 68.93 based on the unaffected share price of Sanofi-Synthelabo (one month-average) prior to the launch of their initial offer on January 26, 2004, which valued Aventis with Euro 60.43 per share.

The improved offer values Aventis in total at Eruo 55.3 billion compared to Eruo 48.5 billion for the initial offer.

Principles for the new combined company
The combined company will operate and function under the following principles:

Reasons for Recommending the Offer

The Supervisory Board determined that:

Aventis to withdraw outstanding litigation
and specific resolutions from Aventis Annual General Meeting
Aventis will withdraw all claims against Sanofi-Synthelabo and the Autorite des Marches Financiers in connection with Sanofi-Synthelabo’s offer, and will withdraw the resolutions relating to the issuance of Plavix warrants and the limitation of voting rights from its Annual General Meeting, for which a new date will be scheduled.

On April 22, 2004, Novartis accepted the offer of the Aventis Supervisory Board to negotiate the conditions of a potential business combination. During the course of these negotiations, Aventis invited Novartis to submit an offer for consideration by the Supervisory Board. Novartis indicated that it would not be prepared to submit a bid, unless the Supervisory Board first rejected any improved offer from Sanofi-Synthelabo. Aventis has not received any offer from Novartis.

About Aventis
Aventis is dedicated to treating and preventing disease by discovering and developing innovative prescription drugs and human vaccines. In 2003, Aventis generated sales of ? 16.79 billion, invested ? 2.86 billion in research and development and employed approximately 69,000 people in its core business. Aventis corporate headquarters are in Strasbourg, France. For more information, please visit: www.aventis.com