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Press release from Business Wire

Herbalife Announces Results of 2013 Annual Meeting of Shareholders

Thursday, April 25, 2013

Herbalife Announces Results of 2013 Annual Meeting of Shareholders

12:50 EDT Thursday, April 25, 2013

LOS ANGELES (Business Wire) -- Herbalife Ltd. (NYSE: HLF) today announced the preliminary voting results for its 2013 Annual General Meeting of Shareholders (the “Annual Meeting”).

Herbalife shareholders voted to elect Jonathan Christodoro and Keith Cozza to the Herbalife Board of Directors as Class II directors to serve two-year terms. Herbalife shareholders also voted to elect Leroy T. Barnes, Jr., Richard P. Bermingham and Jeffrey T. Dunn to the Herbalife Board of Directors as Class III directors to serve three-year terms.

In addition, Herbalife shareholders voted to:

  • approve the Company's executive compensation program for 2012; and
  • amend the Company's charter to implement the annual election of directors

As previously announced, as part of an agreement with Carl C. Icahn, Icahn Enterprises Holdings L.P. and certain related entities (collectively the "Icahn Parties"), Herbalife agreed to nominate two individuals to the Company's Board of Directors, designated by the Icahn Parties and approved by the Company's Nominating and Corporate Governance Committee. Messrs. Christodoro and Cozza are representatives of the Icahn Parties.

Background information on all matters voted on during Herbalife's 2013 Annual General Meeting of Shareholders and on the Company's Board of Directors is available on the Investor Relations section of Herbalife's website at http://ir.Herbalife.com.

About Herbalife Ltd.

Herbalife Ltd. (NYSE:HLF) is a global nutrition company that sells weight-management, nutrition, and personal care products intended to support a healthy lifestyle. Herbalife products are sold in over 80 countries through and to a network of independent distributors. The company supports the Herbalife Family Foundation and its Casa Herbalife program to help bring good nutrition to children. Herbalife's website contains a significant amount of information about Herbalife, including financial and other information for investors at http://ir.Herbalife.com. The company encourages investors to visit its website from time to time, as information is updated and new information is posted.

FORWARD-LOOKING STATEMENTS

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following:

• the resignation of our former independent registered public accounting firm, its withdrawal of its audit reports with respect to certain of our historical financial statements, and any difficulties we encounter engaging a successor accounting firm;

• any collateral impact resulting from the ongoing worldwide financial environment including the availability of liquidity to us, our customers and our suppliers or the willingness of our customers to purchase products in a difficult economic environment;

• our relationship with, and our ability to influence the actions of, our distributors;

• improper action by our employees or distributors in violation of applicable law;

• adverse publicity associated with our products or network marketing organization, including our ability to comfort the marketplace and regulators regarding our compliance with applicable laws;

• changing consumer preferences and demands;

• our reliance upon, or the loss or departure of any member of, our senior management team which could negatively impact our distributor relations and operating results;

• the competitive nature of our business;

• regulatory matters governing our products, including potential governmental or regulatory actions concerning the safety or efficacy of our products and network marketing program, including the direct selling market in which we operate;

• legal challenges to our network marketing program;

• risks associated with operating internationally and the effect of economic factors, including foreign exchange, inflation, disruptions or conflicts with our third party importers, pricing and currency devaluation risks, especially in countries such as Venezuela;

• uncertainties relating to the application of transfer pricing, duties, value added taxes, and other tax regulations, and changes thereto;

• uncertainties relating to interpretation and enforcement of legislation in China governing direct selling;

• our inability to obtain the necessary licenses to expand our direct selling business in China;

• adverse changes in the Chinese economy, Chinese legal system or Chinese governmental policies;

• our dependence on increased penetration of existing markets;

• contractual limitations on our ability to expand our business;

• our reliance on our information technology infrastructure and outside manufacturers;

• the sufficiency of trademarks and other intellectual property rights;

• product concentration;

• changes in tax laws, treaties or regulations, or their interpretation;

• taxation relating to our distributors;

• product liability claims;

• whether we will purchase any of our shares in the open markets or otherwise; and

• share price volatility related to, among other things, speculative trading and certain traders shorting our common shares.

We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Herbalife Ltd.
Barbara Henderson
SVP, Worldwide Corp. Communications
213-745-0517
or
Amy Greene
VP, Investor Relations
213-745-0474

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