Key Points – Republic of Azerbaijan

Herbalife’s country # 91 Opening: December 13, 2013

General

Sales Center Details: Caspian Plaza Business Center Filuet Azerbaijan 44, Jafar Jabbarly str. AZ1065 Baku Republic of Azerbaijan Tel: +994 12 404-75-76 Fax: +994 12 404-75-77 Toll Free 0 888 71-71-71 E-mail [email protected] Azerbaijan Office Hours (all local time):

• Monday – Friday: 10:30 a.m. – 7:00 p.m.

• Last Saturday of the month: 11:00 a.m. – 3:00 p.m. (orders only) Distributor Services Details:

Herbalife Russia Pr. Mira 33/1 Office Olimpic Plaza Moscow 129110 Russia

Tel: +7 495 7295030 Toll free 0 888 70-70-70 Fax: +7 495 7295031 Email: [email protected]

• DR Office Hours (Moscow time):

• Monday – Friday: 9:00 a.m. – 6:00 p.m.

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Key Points – Republic of Azerbaijan

Products:

• Protein Shake Mix Formula 1 Chocolate • Protein Shake Mix Formula 1 Cookies & Cream • Protein Shake Mix ShapeWorks Formula 1 French Vanilla • Protein Shake Mix ShapeWorks Formula 1 Tropical Fruit • Protein Shake Mix ShapeWorks Formula 1 Wild Berry • Herbal Aloe Concentrate • Herbal Concentrate Original (Instant Herbal Beverage) 100 g • Formula 3 - Personalized Protein Powder • Formula 1 Express Healthy Meal bar Choco • Protein Bar - Citrus Lemon • Tomato soup with basil • Oat-Apple Mix Drink • Formula 2 Multivitamin Complex • Thermo Complete • Herbalifeline® • Xtra-Cal® Advanced • Cell Activator® (New Cell Activator®) • Schizandra Advanced • Body Buffing Scrub • Body Contouring Cream • New Herbal Aloe Hand & Body Wash • New Herbal Aloe Hand & Body Cream • New Herbal Aloe Strengthening Shampoo • New Herbal Aloe Strengthening Conditioner • New Herbal Aloe Shower gel

The Product Line for Republic of Azerbaijan is planned to be expanded during 2014 – details to follow at a later time!

Baku 1189996.1 Independent Distributor’s Use December 2013

Key Points – Republic of Azerbaijan

International Business Package (IBP): SKU #5451

• Herbalife Tote Bag • Formula 1 (French Vanilla) • Dist. APP/ ID card RS • I love HRBL button • Retail Order Form • Product Brochure • IBO - Book • DS price list • Retail price list • Code of Honor • Orientation flyer/Country info • Welcome letter • Welcome to the Herbalife opportunity DVD • Personal Nutrition consultant button • Pitch Book • Records Envelope • Healthy Breakfast Brochure

• All Distributors are required to pay the Annual Processing Fee

• Supervisors may access their account Statements, Volumes, etc. via http://myherbalife.com

• The official Herbalife Azerbaijani Website for Distributors is http://ru.myherbalife.com

• The official Herbalife Azerbaijani Website for Customers is http://herbalife.az

• In Republic of Azerbaijan, the Worldwide Standard Sales & Marketing Plan is applicable

Baku 1189996.1 Independent Distributor’s Use December 2013

Key Points – Republic of Azerbaijan

Beginning December 13, 2013 and until further announcement from Herbalife there will be a prohibition on all recruitment advertising, Business Methods and Herbalife® products adverts. Please find the table with detailed explanation what is allowed and what is not:

Type of Advertisement Outlet Appropriate/Not Appropriate Recruiting persons to the Any format, including: Not Appropriate advertising the Herbalife business - Television, radio, newspapers, magazines, business opportunity in any opportunity etc. fashion is not permitted. - Business cards, flyers, leaflets - Phone books Recruitment should be done on a - Personal websites, corporate websites, face-to-face basis or over the banner ads, social nets and any other phone with people who have advertising anywhere on the Internet. expressed an interest in learning more about offered Herbalife business opportunity.

Mass adverts related to Print – including newspapers, magazines, Not Appropriate Herbalife® products and business cards, flyers, leaflets, or other Business Methods (such printed matter as advertisements or - - Radio and television invitations re: Support Groups, Healthy Lifestyle Clubs or Wellness test)

Please contact Distributor Business Practices and Compliance for detailed information and consultation.

• The 30-day Customer Refund policy will be applicable. Please see Herbalife Satisfaction Guarantee for more information.

For more information about the rules that are applicable to Azerbaijan Republic, please refer to Herbalife’s Career Book.

Distributors are permitted to purchase products for resale under the following conditions:

• They have registered as an Individual Entrepreneur AND

• They have provided Herbalife with a copy of their Individual Entrepreneur registration certificate.

• Legal age to become an Independent Distributor: 18 years old

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Key Points – Republic of Azerbaijan

• All existing Distributors are required to sign a Transition Distributor Application and Transfer and Replacement Agreement

• Full completion of the Transition Distributor Application and Transfer and Replacement Agreement will permit Azerbaijani Herbalife Independent Distributors to purchase products with Herbalife

• Distributors are able to purchase up to a personal consumption limit as of 7,500 Personally Purchased Volume Points (PPV) of Azerbaijan products per calendar year. Once a Distributor reaches the limit, valid Individual Entrepreneur registration certificate is required in order to avoid any interruption to future purchases

• The Order Threshold will limit Distributors (Non – Supervisors) to 1500 PPV on their first order each month. Their first order of the month plus orders within 25 days for the same volume month cannot equal or exceed 4000 PPV. After 25 days the Distributor may place additional orders without limit

• Distributors in Republic of Azerbaijan that become eligible for earnings, and/or wish to resell the Herbalife® products and/or reach their annual purchasing limit, will need to provide Herbalife with:

v Individual Entrepreneur registration certificate with the Ministry of Taxes v Certificate of VAT payer tax registration (if applicable)

• Once registered as an Individual Entrepreneur with the Ministry of Taxes a Distributor will be able to purchase Herbalife® products for resale as well as promote the products, business opportunity and recruit. Distributors who have not registered as an Individual Entrepreneur will only be able to purchase product for personal use (not for resale) and when eligible will be unable to receive earnings

• Foreign Distributors are considered non-residents and can:

• Purchase up to an Annual Personal Consumption Limit (7,500 Volume Points) • Promote the products (but not resell) • Recruit

The table on the next page illustrates the requirements for Azerbaijani Distributors:

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Key Points – Republic of Azerbaijan

Earnings release and orders above personal Type Required consumption limit

Transition DistApp plus Transfer and Distributor – Resident Only if registered as Individual Entrepreneur Replacement Agreement

Transition DistApp plus Distributor Non-resident Transfer and living and conducting Replacement Only if registered as Individual Entrepreneur business in Republic of Agreement Azerbaijan / Change of address procedure

Transition DistApp plus Individual Entrepreneur registration certificate Transfer and Individual Entrepreneur Replacement Agreement VAT payer tax regime (if applicable)

Orders and Shipping:

• Ordering methods: Walk-in, Phone-in, Mail-In, Fax-In and Email

• Payment Methods: Cash, Bank wire, Credit/Debit Card

• If not registered as an Individual Entrepreneur: Annual Personal Consumption Limit of 7,500 VP applies

• International orders are not permitted in and out of the Republic of Azerbaijan

• Worldwide End of Month rules apply

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Key Points – Republic of Azerbaijan

Earnings

• Payments may be made into a local bank via IFT in USD currency

• IFT (International Funds Transfer) form is required with bank details of account information in the Republic of Azerbaijan

• Minimum earnings amount for payments to be released is equivalent of $50 in local currency

• Earnings can be received by wire bank transfer only

• To receive earnings, a Distributor must be registered as an Individual Entrepreneur. Once registered, it is the responsibility of the Distributor to be fully compliant with the local business and tax rules

• Non-registered Distributors (absence of Individual Entrepreneur registration certificates): earnings will be withheld

• Distributors - VAT payers must notify Herbalife in writting within 7 days of their VAT registration termination or change. This must be re-confirmed on yearly basis

• TAB Team Form: applicable for eligible TAB Team Production Bonus earners

• For Distributors registered as Individual Entrepreneurs — VAT payers Herbalife provides 18% VAT compensation payment by adding VAT amount to the monthly payment

• Distributors are responsible for maintaining business books, tax returns, payment of required taxes and social security contributions to the relevant authorities

Baku 1189996.1 Independent Distributor’s Use December 2013