PUBLIC ANNOUNCEMENT UNDER REGULATIONS 3(1), 4, 5(1) AND 5(2) READ WITH REGULATIONS 13(2)(f), 14 AND 15(1)

AND OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL
ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED

FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF

SANOFI CONSUMER HEALTHCARE INDIA LIMITED

Open offer for acquisition of up to 59,87,962 (Fifty Nine Lakh Eighty Seven Thousand Nine Hundred And Sixty Two) fully paid up equity
shares of face value of INR 10 (Indian Rupees Ten) each (“Equity Shares”), representing 26% (Twenty Six Percent) of the Voting Share
Capital (as defined below) of Sanofi Consumer Healthcare India Limited (“Target Company”) from the Public Shareholders (as defined
below) of the Target Company by Opal Bidco SAS (“Acquirer”) together with Clayton, Dubilier & Rice Fund XII, L.P. (“PAC”) as a person
acting in concert with the Acquirer (“Open Offer” or “Offer”).

This public announcement (“Public Announcement” or “PA”) is being issued by Citigroup Global Markets India Private Limited, the manager to
the Offer (“Manager”), for and on behalf of the Acquirer and the PAC to the Public Shareholders (as defined below) of the Target Company,
pursuant to and in compliance with Regulations 3(1), 4, 5(1) and 5(2) read with Regulations 13(2)(f), 14 and 15(1) and other applicable regulations
of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments
thereto (“SEBI (SAST) Regulations”).

For the purposes of this Public Announcement:

(a) “NDI Rules” shall mean the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 read with the Consolidated FDI Policy
(effective from October 15, 2020) issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India, as amended from time to time;

(b) “Public Shareholders” shall mean all the public shareholders of the Target Company, and for the avoidance of doubt, excluding the
members of the promoter and promoter group of the Target Company, the Acquirer, the PAC, parties to the Underlying Transaction (as
defined below) and any persons acting or deemed to be acting in concert with any of them, as at the time of the Offer;

(c) “Required Statutory Approvals” shall mean:

(i) An approval from the Department of Pharmaceuticals pursuant to the NDI Rules for foreign investment exceeding 74% (Seventy
Four Percent) of the Voting Share Capital in the Target Company;

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 (ii) Clearances, consents, or approvals having been granted by the relevant merger control authorities in the Relevant Competition
Jurisdictions, in respect of the Underlying Transaction and the Open Offer, or the expiry of the applicable waiting periods (and any
extensions thereof) or the termination of reviews by the relevant merger control authorities, or the relevant merger control authorities
having not taken jurisdiction, in each case under relevant merger control laws. For this purpose, the term “Relevant Competition
Jurisdictions” shall mean the European Union, the United States, China, COMESA, Egypt, Mexico, Morocco, Saudi Arabia, South
Africa, South Korea, Turkey, and Ukraine;

(iii) Clearances, consents, or approvals having been granted by the relevant foreign direct investment screening authorities in the
Relevant FDI Jurisdictions, in respect of the Underlying Transaction and the Open Offer, or the expiry of the applicable waiting
periods (and any extensions thereof) without a relevant foreign direct investment screening authority objecting to the Underlying
Transaction (to the extent, where applicable, where such absence of objection is under applicable laws construed as an authorization)
or the termination of reviews by the relevant foreign direct investment screening authorities, or the relevant foreign direct investment
screening authorities having not taken jurisdiction, in each case under relevant foreign direct investment laws. For this purpose,
“Relevant FDI Jurisdictions” shall mean Austria, Belgium, France, Germany, Italy, Spain and Romania; and

(iv) Clearance from the European Commission under Regulation (EU) 2022/2560 of the European Parliament and of the Council on
Foreign Subsidies distorting the internal market (FSR).

1. Offer Details:

1.1. Size: The Acquirer and the PAC hereby make this Offer to the Public Shareholders to acquire up to 59,87,962 (Fifty Nine Lakh Eighty
Seven Thousand Nine Hundred And Sixty Two) Equity Shares of the Target Company (“Offer Shares”), constituting 26% (Twenty Six
Percent) of the fully diluted voting equity share capital of the Target Company (as of the 10th working day from the closure of the tendering
period for the Offer) (“Voting Share Capital”) subject to receipt of all applicable statutory approval(s), including the Required Statutory
Approvals, and the terms and conditions mentioned in this Public Announcement, and in the detailed public statement (“DPS”) and the letter
of offer (“LoF”), that are proposed to be issued for the Offer in accordance with the SEBI (SAST) Regulations.

1.2. Price / Consideration:

1.2.1. The Offer is made at a price of INR 4,982.05 (Indian Rupees Four Thousand Nine Hundred Eighty Two Point Zero Five) per Offer
Share (“Offer Price”), aggregating to a total consideration of up to INR 29,83,23,26,082.10 (Indian Rupees Two Thousand Nine
Hundred Eighty Three Crore Twenty Three Lakh Twenty Six Thousand Eighty Two Point One Zero) assuming full acceptance
(“Maximum Consideration”), calculated in accordance with Regulation 8 of the SEBI (SAST) Regulations.

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 1.2.2. The Equity Shares of the Target Company are not “frequently traded” in terms of Regulation 2(1)(j) of the SEBI (SAST) Regulations
on the Stock Exchanges (as defined below). Accordingly, the Offer Price has been determined in accordance with the parameters
prescribed under Regulations 8(2) read with Regulation 8(5) of the SEBI (SAST) Regulations.

1.3. Mode of Payment (cash/ security): The Offer Price will be payable in cash by the Acquirer in accordance with Regulation 9(1)(a) of the
SEBI (SAST) Regulations and the terms and conditions mentioned in this PA, and the DPS and LoF proposed to be issued in accordance
with the SEBI (SAST) Regulations.

1.4. Type of Offer (triggered offer, voluntary offer/ competing offer etc.): The Offer made by the Acquirer is a mandatory offer pursuant to
Regulations 3(1), 4, 5(1) and 5(2) and other applicable provisions of the SEBI (SAST) Regulations, pursuant to the announcement in relation
to the Underlying Transaction (as defined below). This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST)
Regulations. This Offer is not subject to any minimum level of acceptance.

2. Transaction which has triggered the Open Offer obligations (Underlying Transaction):

2.1. On October 21, 2024, Sanofi and Clayton, Dubilier & Rice, LLC, the manager of the Clayton Dubilier & Rice private equity funds (the
manager and the funds, together, the “CD&R Group”) have announced that they have entered into exclusive negotiations whereby CD&R
Group has agreed to acquire, subject to Sanofi deciding to proceed with the acquisition, a controlling stake in Opella Healthcare SAS
(“Underlying Transaction”) based on a binding offer from the CD&R Group. The Acquirer has committed to purchase the entire share
capital and voting rights in Opella Healthcare SAS. Upon completion of the Underlying Transaction, the Acquirer would be indirectly owned
by each of the CD&R Group and the Sanofi group (i.e. the current promoter group of the Target Company) and the CD&R Group would
have the ultimate indirect voting control of the Target Company.

2.2. Upon completion of the Underlying Transaction, the Acquirer would indirectly acquire the right to direct the exercise of: (a) 60.40% (Sixty
Point Four Zero Percent) of the voting rights of the Target Company; and (b) control over the Target Company. Accordingly, this Offer is
being made to the Public Shareholders under Regulations 3(1), 4, 5(1), 5(2) and other applicable provisions of the SEBI (SAST) Regulations.

2.3. A tabular summary of the Underlying Transaction is set out below:

Details of underlying transaction

Type of Mode of Shares / Voting rights Total Mode of payment Regulation which
Transaction Transaction acquired/ proposed to be Consideration for (Cash/ securities) has triggered
(direct/ indirect) (Agreement/ acquired shares /Voting
Allotment/ market Number % vis a vis Rights (VR)
purchase) total equity

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 / voting acquired (Rs. in
capital Crores)

Indirect acquisition, Underlying Indirect Indirect Not applicable. Not applicable. Regulations 3(1),
which will be Transaction, as acquisition acquisition 4, 5(1) and 5(2) of
regarded as a mentioned in point of of 60.40% the SEBI (SAST)
deemed direct 2.1 above. 1,39,09,587 of the Regulations.
acquisition under Equity Voting
Regulation 5(2) of Shares of Share
the SEBI (SAST) the Target Capital.*
Regulations. Company.*

* As per the disclosure to the Stock Exchanges dated 3 October 2024, made under Regulation 10(5) of the SEBI (SAST) Regulations, Opella
Healthcare Participations BV (a group company of Sanofi, “OHP”) proposed to acquire: (i) 1,39,04,722 Equity Shares of the Target Company from
Hoechst GmbH, and (ii) 4,865 Equity Shares of the Target Company from Sanofi (together, existing promoters of the Target Company). The acquisition
was proposed to be undertaken in one or more tranches. Following the disclosure, as per the disclosure to the Stock Exchanges on 11 October 2024, made
under Regulation 10(6) of the SEBI (SAST) Regulations, OHP acquired 1,39,04,722 Equity Shares of the Target Company (representing 60.37% of the
Voting Share Capital of the Target Company) from Hoechst GmbH on 10 October 2024. As on the date of this PA, OHP is yet to complete its acquisition
of 4,865 Equity Shares of the Target Company (representing 0.02% of the Voting Share Capital) held by Sanofi.

As on the date of this PA, the Acquirer and PAC do not hold any equity shares of the Target Company.

3. Details of Acquirer and PAC:

Details Acquirer PAC Total

Name of Acquirer/ Opal Bidco SAS Clayton, Dubilier & Rice Fund XII, L.P. 2
PAC
Address 3, boulevard de Sébastopol, 75001, Paris, France Maples Corporate Services Limited, N/A
P.O. Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands
Name(s) of persons in The Acquirer is a simplified joint-stock company or a The PAC is a Cayman Islands exempted N/A
control/promoters of société par actions simplifiée (Société à associé limited partnership registered in the
the Acquirer/ PAC unique) incorporated in France under the laws of Cayman Islands under the laws of the
where Acquirer/ PAC France. Cayman Islands.
is a company

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 Details Acquirer PAC Total

The Acquirer is a part of the CD&R Group and is The PAC is a part of the CD&R Group’s
controlled and managed by the CD&R Group. Upon latest flagship fund, Fund XII, and is
completion of the Underlying Transaction, the controlled by its general partner, CD&R
Acquirer would be indirectly owned by each of the Associates XII, L.P, which is registered
CD&R Group and the Sanofi group (i.e. the current under the laws of the Cayman Islands.
promoter group of the Target Company); and the CD&R Investment Associates XII, Ltd.
CD&R Group would have the ultimate indirect voting is the general partner of CD&R
control of the Target Company. The Acquirer is Associates XII, L.P.
indirectly owned by the PAC.
Name of the Group, if CD&R Group. CD&R Group. N/A
any, to which the
Acquirer/ PAC belong
to
Pre-transaction Nil Nil N/A
shareholding
• Number
• % of total share
capital
Proposed The Acquirer is not directly acquiring any shares of the The PAC is not directly acquiring any N/A
shareholding after the Target Company through the Underlying Transaction. shares of the Target Company through
acquisition of shares the Underlying Transaction. The
which triggered the Upon completion of the Underlying Transaction, the Acquirer is indirectly owned by the
Open Offer Acquirer would indirectly acquire the right to direct the PAC.
exercise of: (a) 60.40% (Sixty Point Four Zero Percent)
of the voting rights of the Target Company; and (b)
control over the Target Company.
Any other interest in Nil Nil N/A
the Target Company

4. Details of selling shareholders, if applicable:

Not applicable as the Underlying Transaction would not involve any direct acquisition of Equity Shares of the Target Company. As specified
in paragraph 2 above, upon completion of the Underlying Transaction, the Acquirer would indirectly acquire the right to direct the exercise
of: (a) 60.40% (Sixty Point Four Zero Percent) of the voting rights of the Target Company; and (b) control over the Target Company.

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5. Target Company:

Name: Sanofi Consumer Healthcare India Limited

Registered and Corporate Office: 3rd Floor, Sanofi House, CTS No. 117-B, L&T Business Park, Saki Vihar Road, Powai, Mumbai 400
072, Maharashtra, India

Exchanges where listed: The equity shares of the Target Company are listed on the BSE Limited (Scrip Code: 544250) and the National
Stock Exchange of India Limited (Symbol: SANOFICONR) (collectively, the “Stock Exchanges”).

ISIN: INE0UOS01011

6. Other Details:

6.1. Further details of the Offer, including the reasons and background to the Offer, information on the Offer Price, details of the Underlying
Transaction, information on the Acquirer, the PAC and the Target Company, etc. shall be made available in the DPS, which shall be
published not later than 5 (five) working days from the date of this Public Announcement, in accordance with Regulation 13(4) of the SEBI
(SAST) Regulations.

6.2. The Acquirer and the PAC jointly and severally undertake that they are aware of and will comply with the obligations under the SEBI
(SAST) Regulations and that they have adequate financial resources to meet their obligations under the Offer in terms of the SEBI (SAST)
Regulations.

6.3. The Offer is not conditional upon any minimum level of acceptance pursuant to the terms of Regulation 19(1) of the SEBI (SAST)
Regulations. This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.

6.4. The Acquirer and PAC do not have an intention to delist the Target Company pursuant to this Open Offer.

6.5. This Offer and the Underlying Transaction are subject to execution of definitive documents and certain statutory approvals (including the
Required Statutory Approvals). This Open Offer is also subject to the other terms and conditions mentioned in this Public Announcement,
and as will be set out in the DPS and the LoF that are proposed to be issued in accordance with the SEBI (SAST) Regulations.

6.6. All information in relation to the Target Company contained in this Public Announcement is based on publicly available information.

6.7. In this Public Announcement, all references to INR are references to Indian Rupees.

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6.8. In this Public Announcement, any discrepancy in any amounts as a result of multiplication or totaling is due to rounding off.

Issued by the Manager to the Offer

Citigroup Global Markets India Private Limited

1202, 12th Floor, First International Financial Centre, G-Block, Bandra-Kurla Complex, Bandra East, Mumbai 400098
Tel: +91-22-61759999
Fax: +91-22-61759898
Website: https://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm
Contact Person: Jitesh Agarwal
Email: [email protected]
SEBI Registration Number: INM000010718

For and on behalf of Opal Bidco SAS (Acquirer)

Sd/-

Authorised signatory

For and on behalf of Clayton, Dubilier & Rice Fund XII, L.P. (PAC)

Sd/-

Authorised signatory

Place: Mumbai
Date: October 21, 2024