Corporate Governance Comments:

This company earns our corporate governance rating of "C" What it terms an election of directors is, in reality, a ratification of a single slate. The slate is chosen by incumbent directors and management. Such a voting process fails to provide shareholders with meaningful choices, when true elections have been found throughout the non-corporate world (e.g., Federal, state and local governments, and educational institutions) to produce successful results.

Resolutions:

• Resolution 1 - "Approval of the 2003 Parent-Company Financial Statements": To approve the financial statements for the year 2003.
• Resolution 2 - "Approval of the 2003 Consolidated Financial Statements": To approve the 2003 consolidated financial statements of the Company.
• Resolution 3 - "Appropriation of Earnings and Approval of Dividend": To allocate the earnings and to approve the dividend for the fiscal year that has ended.
• Resolution 4 - "Approval of Regulated Agreements": To approve the regulated agreements mentioned in the Auditors' Special Report.
• Resolution 5 - "Institution of a Share Repurchase Program": To authorize the Board to acquire shares of the Company.
• Resolution 6 - "Appointment of a New Substitute Auditor": To appoint Mr. Yves Nicolas as a substitute auditor.
• Resolution 7 - "Amendment of Article 7 of the Articles of Association - Crossing of Thresholds": To approve the amendment to Article 7 of the Articles of Association regarding crossing of thresholds.
• Resolution 8 - "Amendment to Article 11 of the Articles of Association - Management Board": To approve an amendment to Article 11 of the Articles of Association.
• Resolution 9 - "Amendment to Article 13 of the Articles of Association - Supervisory Board": To approve the amendment to Article 13 of the Articles of Association.
• Resolution 10-19 - "Election of Directors": To elect directors to serve for three-year terms expiring in 2007. One slate, ten nominees.
• Resolution 20 - "Powers": To grant full powers to the bearer of a copy or extract of the
  minutes of this Meeting to undertake any formalities for public notice or recording purposes.

Recommendations:

We recommend that clients holdings shares of AVENTIS SA vote:

Resolution	Egan-Jones Recommendation	Management Recommendation
Resolution 1 - "Approval of the 2003 Parent-Company Financial Statements":	FOR	FOR
Resolution 2 - "Approval of the 2003 Consolidated Financial Statements":	FOR	FOR
Resolution 3 - "Appropriation of Earnings and Approval of Dividend":	FOR	FOR
Resolution 4 - "Approval of Regulated Agreements":	FOR	FOR
Resolution 5 - "Institution of a Share Repurchase Program":	FOR	FOR
Resolution 6 - "Appointment of a New Substitute Auditor":	FOR	FOR
Resolution 7 - "Amendment of Article 7 of the Articles of Association - Crossing of Thresholds":	FOR	FOR
Resolution 8 - "Amendment to Article 11 of the Articles of Association - Management Board":	FOR	FOR
Resolution 9 - "Amendment to Article 13 of the Articles of Association - Supervisory Board":	FOR	FOR
Resolution 10-19 - "Election of Directors":	FOR, WITH EXCEPTION OF Didier Pineau-Valencienne, Hans-Jurgen Schinzler and Marc Vienot	FOR
Resolution 20 - "Powers":	FOR	FOR

Considerations and Recommendations:

Egan-Jones' review centered on the Proposals in the context of maximizing shareholder value, based on publicly available information.

• Resolution 1 - "Approval of the 2003 Parent-Company Financial Statements":

  The Management Board requests that the shareholders approve the Company’s financial statements (the parent-company financial statements) for the year ended December 31, 2003, which show a net profit of € 847,051,268.13. We recommend a vote "FOR" this Resolution.
  

• Resolution 2 - "Approval of the 2003 Consolidated Financial Statements":

  The Management Board asks the shareholders of the Company to approve the consolidated financial statements for the year ended December 31, 2003, which show a consolidated net profit of €1,901,270,000. We recommend a vote "FOR" this Resolution.
  

• Resolution 3 - "Appropriation of Earnings and Approval of Dividend":

  The shareholders are being asked to approve the appropriation of earnings and a proposed net dividend of €0.82 associated with a tax credit of € 0.41, for a gross dividend of €1.23. The coupon would be detached on June 15, 2004 and the dividend would be payable in euros as of July 15, 2004. We recommend a vote "FOR" this Resolution.
  

• Resolution 4 - "Approval of Regulated Agreements":

  The shareholders of the Company are being asked to approve the regulated agreements mentioned in the Auditors' Special Report. PricewaterhouseCoopers served as the independent auditors of the Company for the fiscal year that has ended. We recommend a vote "FOR" this Resolution.

• Resolution 5 - "Institution of a Share Repurchase Program":

  The shareholders are being asked to approve the authorization of the Board to acquire shares of the Company.

  The maximum number of shares that would be authorized to acquire is 80,229,280 shares of the Company’s common stock. The maximum purchase price shall not exceed €100 and the minimum sale price shall not be less than €50. This authorization would be granted for a period of eighteen months.

  Engaging in such action would help the Company to stabilize the trading price of the Company’s stock; to buy and to sell the Company’s shares, in consideration off-market conditions; to grant shares to employees or directors and officers; to hold such shares and, as the case may be, to transfer them by any means, including by means of option transactions, in particular via their sale on the stock market or over the counter, the sale off blocks of shares in connection with public purchase, exchange or sale offerings, and the purchase or the sale of buy or sell options; to use such shares in any other appropriate manner to optimize the management of the stockholders’ equity of the Company and to effect transactions to further the external growth of the Company; and to cancel the acquired shares. As of the December 31, 2003, the company had 802,292,807 shares of common stock outstanding. We recommend a vote "FOR" this Resolution.

• Resolution 6 - "Appointment of a New Substitute Auditor":

  The shareholders of the Company are being asked to approve the appointment of Mr. Yves Nicolas, 32 rue Guersant, 75017 Paris as substitute Auditor to replace PricewaterhouseCoopers Audit, which has become Statutory Auditor, for the remaining term of its appointment, until the close of the General Meeting convened to vote on the accounts for 2005.

  We note, however, that we have seen no evidence that PricewaterhouseCoopers Audit's integrity, professionalism or independence is in question.

  We recommend a vote "FOR" this Resolution.

• Resolution 7 - "Amendment of Article 7 of the Articles of Association - Crossing of Thresholds":

  The shareholders of the Company are being asked to approve the amendment to Article 7 of the Articles of Association to comply with the new provisions of Article L. 233-7 of the French Commercial Code.

  It would amend Article 7, paragraphs 1.a, 1.b and 3 of the Company’s Articles of Association, pertaining to the notice period for declaring the crossing of thresholds in the Company’s share capital. This period would be reduced to five trading days as from the date on which the threshold has been crossed from fifteen days previously. We recommend a vote "FOR" this Resolution. 

• Resolution 8 - "Amendment to Article 11 of the Articles of Association - Management Board":

  The shareholders of the Company are being asked to amend Article 11, paragraph 2 ofthe Company’s Articles of Association to change the term of appointment of members of the Management Board to three (3) years from five (5) years previously. We recommend a vote "FOR" this Resolution.

• Resolution 9 - "Amendment to Article 13 of the Articles of Association - Supervisory Board":

  The shareholders of the Company are being asked to amend Article 13, paragraph 2, ofthe Company’s Articles of Association to change the term of appointment of new Supervisory Board members to three
  (3) years from five (5) years previously. We recommend a vote "FOR" this Resolution.

• Resolution 10-19 - "Election of Directors":

  There is a single slate of nominees, the nominees appear qualified, but we recommend that clients "WITHHOLD" votes from independent outside directors Didier Pineau-Valencienne and Hans-Jurgen Schinzler, and Marc Vienot due to their four and five other directorships, respectively. We prefer that directors should serve only a maximum of three other directorships to ensure the effective and prudent exercise of their fiduciary duties as directors. Also, see our corporate governance comments above. We believe that in the future, a shareholder proposal should be put forward which provides for a meaningful election of directors (e.g. multiple nominees for each seat).

  If in the future, independent outside director Jean-Rene Fourtou continues to serve on his four other directorships, we recommend that clients withhold votes from him upon re-election. We prefer that directors should serve only a maximum of three other directorships to ensure the effective and prudent exercise of their fiduciary duties as directors.

  We note the independence of the standing key Board committees. Also, all of the directors attended at least 75% of the aggregate meetings held in fiscal year 2003.

  We also note the presence of a classified board of directors. Staggered terms for directors increase the difficulty for shareholders of making fundamental changes to the composition and behavior of a board. We prefer that the entire board of a company be elected annually to provide appropriate responsiveness to shareholders.

• Resolution 20 - "Powers":

  The shareholders of the Company are being asked to grant full powers to the bearer of a copy or extract of the minutes of this Meeting to undertake any formalities for public notice or recording purposes. We recommend a vote "FOR" this Resolution.