EXHIBIT 99.3

General Meeting
of Shareholders

(Ordinary and Extraordinary)

on December 13, 2004
at 9:00 a.m.

at Sofitel Paris — Bercy
1, rue de Libourne
75012 PARIS

(AVENTIS LOGO)

page 2

Table of contents


Administration, management & control			4
Auditors and Statutory Auditors			5
The Shareholders’ Committee			5
Brief summary			6
Key Figures of the Company over the last five fiscal years			9
Agenda			10
Draft resolutions			11

This document is a translation of parts of the French document D-133 ''Notice of meeting’’ and is being furnished for information purposes only

page 3

Administration, management & control

The Supervisory Board

The Supervisory Board is composed of 11 members:

Jean-François Dehecq
Chairman

René Sautier
Vice-Chairman

Joachim Betz
Representative of employees’ interests

Werner Bischoff
Representative of employees’ interests

René Barbier de la Serre
Member of the Supervisory Board

Alain Dorbais
Representative of employees’ interests

Jean-Paul Léon
Member of the Supervisory Board

Pierre Lepienne
Member of the Supervisory Board

Pierre Simon
Member of the Supervisory Board

Gérard Van Kemmel
Member of the Supervisory Board

Christian Neveu
Representative of employees’ interests

The Management Board

The Management Board is composed of 7 members:

Gérard Le Fur
Chairman

Jean-Claude Armbruster
Member of the Management Board

Jean-Claude Leroy
Member of the Management Board

Gilles Lhernould
Member of the Management Board

Heinz-Werner Meier
Member of the Management Board

Dirk Oldenburg
Member of the Management Board

Hanspeter Spek
Member of the Management Board

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Auditors, Statutory Auditors

Statutory Auditors
PricewaterhouseCoopers Audit
RSM Salustro Reydel

Auditors
PricewaterhouseCoopers

Shareholders’ Committee

This advisory Committee, established in March 1994, is composed of 12 members:

Jacques Begon
Veterinarian

Jella Benner-Heinacher
DSW Association
(Deutsche Schutzvereinigung für Wertpapierbesitz)

Arash Charifi
Asset Manager

Jacques Coutance
Physical Therapist

Hermann Hadtstein
Company Director

Reinhild Keitel
SDK Association
(Schutzgemeinschaft der Kapitalanleger –
Die Aktionärsvereinigung)

Viviane Neiter
APAI Association (Association pour la Protection
des Actionnaires Individuels)

Colette Neuville
ADAM Association
(Association de Défense des Actionnaires Minoritaires)

René Pernolet
University Professor

Nicole Sablong
Professeur d’université

Dominique Troublé
ASAVE Association
(Association des Actionnaires Salariés d’Aventis)

George T. Yates
Attorney at Law

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Brief summary

First-Half Results for 2004

For the first half-year, Aventis consolidated group sales were € 8.166 billion in the first half of 2004 compared to € 8.622 billion in the year-ago period. The 2003 sales figure includes the consolidated sales from the therapeutic proteins business Aventis Behring, which was divested on March 31, 2004, and is being treated as a discontinued operation in the 2004 results (and therefore excluded from consolidated sales). Group net income was € 1.166 billion in the first half of 2004 compared to € 813 million in the year-ago period, while consolidated earnings per share (EPS), including costs related to the tender offer initiated by Sanofi-Synthélabo, were € 1.50 compared to € 1.03. Before the costs related to the tender offer initiated by Sanofi-Synthélabo, EPS would have been € 1.64. In the second quarter, consolidated group sales were € 4.220 billion compared to € 4.427 billion in the second quarter of 2003.

Highlights of the first half of 2004

On January 26, 2004, Sanofi-Synthélabo publicly announced an unsolicited public share and cash offer for the shares of Aventis. Following an agreement reached between the two groups, Sanofi-Synthélabo publicly announced an agreed improved offer for Aventis on April 26, 2004.

The terms of these offers were the subject of notes of information submitted to the l’Autorité des marchés financiers (AMF) and published in Les Echos of February 16 and May 11, 2004

In connection with the offer, and to comply with the demands of the US and European antitrust authorities, Sanofi-Synthélabo announced:

• June 25, 2004: signature of an agreement with Pfizer Inc. group regarding the divestment of Aventis’ interests in Campto® (irinotecan) in response to requests made by the competition authorities, for a maximum price of $620 million including some milestone payments for the registration of future indications. Subject to consent from the US Federal Trade Commission and the success of the Sanofi-Synthélabo offer for Aventis, Pfizer will take over key clinical studies for Campto® that are currently conducted by Aventis, together with certain patents and other assets pertaining to territories where Pfizer currently markets irinotecan, including the United States. Pfizer will also, subject to certain conditions including clearance by European competition authority, acquire all the other assets relating to Campto® held by Aventis.

• The Combined General Meeting of Sanofi-Synthélabo shareholders held on June 23, 2004 approved, subject to the success of the offer for Aventis, a capital increase by issuance of shares to be delivered in exchange for Aventis shares tendered in the offer, together with a change in the company’s name from Sanofi-Synthélabo to sanofi-aventis.

The same meeting also appointed or confirmed the appointment of Jean-François Dehecq (Chairman and Chief Executive Officer) and eight members of the Board of Directors proposed by Sanofi-Synthélabo, and, subject to the condition precedent of the completion of the settlement of the offer, and with effect from that date, the appointment of eight members of the Board of Directors proposed by Aventis.

Other highlights of the first half of 2004

• On the 1st of April, 2004, the U.S. Food and Drug Administration (FDA) approved Ketek® (telithromycin) tablets in the US. Ketek® has been developed to face the increasing spread of drug-resistant bacteria to traditional antibiotics.

• On the 21st of May 2004, the U.S. Food and Drug Administration (FDA) approved Taxotere® for use as a treatment for men with androgen-independent (hormone-refractory) metastatic prostate cancer.

• The Annual General Meeting of Aventis held on the 11th of June, 2004, approved a total dividend of 638 548 410 euros, resulting in a net dividend of € 0.82 per share (Ex-dividend date: June 15, 2004)

Recent events related to the offer for Aventis

– Expiration of the offer

On July 29, 2004, the United States Federal Trade Commission (FTC) accepted a Consent Decree for public comment, thereby clearing the way for Sanofi-Synthélabo to complete its acquisition of Aventis.

The offer period expired on July 30, 2004.

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– Results of sanofi-aventis’ offer for Aventis before subsequent offering period

The Autorité des Marchés Financiers (AMF) published the definitive results of the offer on August 12, 2004. These results indicate that, as of the expiration of the offers, in aggregate 769,920,773 Aventis shares had been tendered into the French, German and U.S. offers, including the Aventis shares underlying ADSs tendered into the U.S. offer.

These results indicate that 769,920,773 Aventis shares representing 95.47% of the share capital and 95.52% of the voting rights of Aventis, on an issued and outstanding basis of 806,437,011 shares and 806,044,276 voting rights as of July 31, 2004, have been tendered into the offers. On a fully-diluted basis, 769,920,773 Aventis shares representing 89.84% of the share capital and 89.88% of the voting rights of Aventis have been tendered.

The settlement of the offers and the delivery of the offer consideration in respect of the tendered Aventis ordinary shares occurred on Friday, August 20, 2004 and, in respect of Aventis ADSs tendered in the U.S. offer on Thursday, August 26, 2004.

Sanofi-aventis has provided a subsequent offering period until September 6, 2004.

– Final results of sanofi-aventis’ offer for Aventis

On September 16 2004, the French Autorité des marchés financiers (AMF) published the definitive results of sanofi-aventis’ offers for Aventis after the subsequent offering periods. These results indicate that, as of the expiration of the subsequent offering periods on September 6, 2004, in aggregate an additional 21,397,038 Aventis ordinary shares had been tendered into the French, German and U.S. offers during the subsequent offering periods (including an additional 709,640 Aventis ordinary shares underlying the Aventis ADSs tendered during the subsequent offering period of the U.S. offer).

When combined with the 769,920,773 Aventis shares tendered into the offers during the initial offering period that ended on July 30, 2004, these results indicate that sanofi-aventis will hold 791,317,811 Aventis shares representing 98.03% of the share capital and 98.09% of the voting rights of Aventis, based on 807,204,134 shares and 806,750,129 voting rights outstanding on August 31, 2004. After giving effect to the offers, on a fully-diluted basis, sanofi-aventis will hold 92.44% of the share capital and 92.49% of the voting rights of Aventis.

– Sanofi-aventis Dividend Payment Date

Under the terms of the offers, each sanofi-aventis ordinary share issued to tendering holders of Aventis ordinary shares entitled the holders (provided they continued to hold the sanofi-aventis ordinary shares through payment) to receive the dividend of €1.02 that the shareholders of sanofi-aventis approved for distribution in respect of sanofi-aventis’s 2003 results. This dividend was paid on September 30, 2004, to the holders of the new sanofi-aventis ordinary shares as of the close of business on September 29, 2004. An interim dividend of €0.97 per share had already been distributed on the existing sanofi-aventis ordinary shares. The balance of €0.05 remaining on the 2003 dividend was also paid on these existing sanofi-aventis ordinary shares on September 30, 2004, to whomever held those existing sanofi-aventis ordinary shares as of the close of business on September 29, 2004.

• Following the acquisition of control of Aventis by sanofi-aventis, the Supervisory Board met on August 30, 2004. During this meeting, new members were elected after resignations. The Supervisory Board appointed the new members of the Management Board after having terminated the mandates of their predecessors and also approved the divestment of Campto®.

• The Management Board of Aventis at its meeting on October 13, 2004, and the Supervisory Board of Aventis at its meeting on October 14, 2004, have each approved the plan of merger. The merger exchange ratio has been set at 27 sanofi-aventis ordinary shares for 23 Aventis ordinary shares, substantially equivalent to the exchange ratio offered in the all-stock election in the public tender offer before the adjustment in respect of the Aventis dividend (or 1.1739).

They recommend to the shareholders to vote in favor of the operation.

The methods of merger are detailed in the merger treaty, the report of the Management Board and its appendix document E filed with the Autorité des marchés financiers.

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Other highlights of the second half of 2004

• On July 15, 2004, dividend payment date

• On August 4, 2004, the US Food and Drug Administration (FDA) approved SCULPTRA™ (injectable poly-L-lactic acid) as the only product for the restoration and/or correction of the signs of facial fat loss (lipoatrophy) in people with human immunodeficiency virus.

• On August 23, 2004, announcement of the project to acquire the shares of the outstanding shareholders of Hoechst AG, through a squeeze out transaction against payment of an adequate cash compensation.

• On August 31, 2004, the General Meeting of Hoechst AG shareholders approved a dividend of € 0.77 per share (€ 431 million). The dividend was distributed on September 1, 2004. Hoechst AG is a 98.1 percent-owned subsidiary of Aventis.

• On October 1st, 2004, divestment by sanofi-aventis of Aventis’ interests in Campto® (irinotecan)

• On October 4, 2004, announcement by Aventis that Apidra® (insulin glulisine) has been granted marketing authorization by the European Commission. Apidra®, already approved in the US in April 2004, is a rapid acting insulin analogue, for the control of hyperglycemia in treatment of adult patients with diabetes mellitus.

• On October 13st 2004, capital increased following the exercise of stock options and warrants. Share capital amounts to 3 085 061 398,72 euros divided into 807 607 696 ordinary share with a par value of 3.82 euros, resulting in 807 277 210 voting rights. The exercise of Aventis stock options has been suspended from October 8th, 2004 (included) to December 31st, 2004 (included).

Outlook

Following the general meetings of shareholders of Aventis and of sanofi-aventis, the Aventis company will be dissolved without liquidation on December 31, 2004.

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Figures (and other characteristics items) of the Company over the last five financial years
(Articles 133, 135 et 148 of the Decree of 23 March 1967 concerning business Corporations)


Nature of the indications			2003		2002		2001		2000		1999

I. CAPITAL AT END OF FINANCIAL YEAR

Share capital (in thousands of euros from 25/01/1999)				3,064,758		3,053,993		3,039,275		3,002,059		2,978,896
Number of ordinary shares	(1	)		802,292,807		799,474,490		795,621,603		785,879,483		779,815,716
Number of equity options not exercised at 31 December	(2	)		261,971		95,385		—		—		—
Number of equity warrants not exercised at 31 December	(3	)		—		—		—		26,603,988		26,611,185
II. OPERATIONS AND FIGURES OF FINANCIAL YEAR (thousands of euros)

Turnover before taxation				261,144		298,493		261,451		187,444		95,600
Earnings before tax, dépréciation allowances and appropriations to reserve				729,933		1,355,611		394,219		958,447		238,658
Tax on profits	(*	)		67,785		3,721		834		12,537		9,383
Earnings after tax, dépréciation allowances and appropriations to reserve				847,051		1,145,352		498,674		419,975		750,833
Distributed earnings:
- dividendes				—		552,981		460,145		392,940		350,917
- deduction
III. EARNINGS PER SHARE in euro

Earnings after tax, before depreciation allowances and appropriations to reserve				0.83		1.69		0.49		1.20		0.29
Earnings after tax, depreciation allowances and appropriations to reserve				1.06		1.43		0.63		0.53		0.96
Dividend allocated to each ordinary share (net amount)				—		0.70		0.58		0.50		0.45
IV. PERSONNEL

Average number of employees during financial year				228		183		185		178		176
Total wage bill (thousands of euros)				29,063		29,731		26,172		30,077		18,187
Total amount paid in welfare benefits during financial year (Social Security, social work...) (thousands of euros)				22,071		16,582		12,401		15,189		10,819

(1) Recapitulation of successive ordinary share ordinaires issues which make up the capital				2003		2002		2001		2000		1999

Increase in capital reserved for employees				2,485,687		2,341,073		—		4,943,556		—
Increase in capital resulting from exercising equity options				332,630		1,511,814		886,514		1,117,812		2,047,798
Increase in capital through issue of “ABSA” and from 1998 following exercising of warrants				—		—		8,855,606		2,399		1,565
Increase in capital resulting from public offer of exchange and “Hoechst AG” contribution in kind				—		—		—		—		405,856,579
(2) Issuing 2002 : at a price of 75.70 euros before April 1st. 2007 : 1 option = 1 share of 3.82 euros				94,395		95,385		—		—		—
Issuing 2003 : at a price of 45.64 euros before April 1st. 2008 : 1 option = 1 share of 3.82 euros				167,576		—		—		—		—

(3) Three warrants give the right to apply for an “A” ordinary share at a nominal value of 3.82 euros at the unit price of 46.19 euros between 4/11/1997 and 5/11/2001.

(*) Not including tax incidence.

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Agenda

Ordinary Section

• Report of the Management Board

• Ratification of the appointments of Messrs Jean-François Dehecq, René Sautier, René Barbier de la Serre, Jean-Paul Léon, Pierre Lepienne, Pierre Simon et Gérard Van Kemmel, as members of the Supervisory Board.

Extraordinary Section

• Reports of the Management Board and the Supervisory Board

• Reports of the Merger Auditors

• Review and approval of the merger of Aventis with and into sanofi-aventis

• Disolution without liquidation of Aventis, subject to the satisfaction of the conditions precedent related to the merger

• Delegation of powers

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Draft resolutions

Ordinary section

DRAFT RESOLUTIONS
COMBINED ORDINARY AND EXTRAORDINARY
GENERAL MEETING
DECEMBER 13, 2004

Within the powers of the ordinary general meeting:

First resolution
(Ratification of the appointment of Mr. Jean-François Dehecq)

The general meeting, voting under the quorum and majority conditions for ordinary meetings, ratifies the appointment of Mr. Jean-François Dehecq, as a member of the supervisory board, made on a temporary basis by the supervisory board at its meeting held on August 30, 2004, as a replacement for Mr. Jürgen Dormann, who resigned.