Facts About Herbalife

Disclaimer

This disclaimer is issued in connection with the Sohn Conference Foundation Special Event held on Thursday, December 20, 2012, and the presentation to be made there by Pershing Square Capital Management, L.P. ("Pershing Square"), an investment adviser to funds that are in the business of actively buying and selling securities and other financial instruments.

Pershing Square currently maintains a substantial short position in the common stock of Herbalife Ltd. (“Herbalife”). This position does not include any options or puts.

Pershing Square will profit if the trading price declines for common shares of Herbalife and will lose money if the trading price increases for common shares of Herbalife.

Pershing Square may change its views about or its investment positions in Herbalife at any time, for any reason or no reason. Pershing Square may buy, sell, cover or otherwise change the form or substance of any of its investments related to Herbalife at any time. Pershing Square disclaims any obligation to notify the market or any other party of any such changes.

The information and opinions contained in this presentation (the “Presentation”) is based on publicly available information about Herbalife and other companies. Pershing Square recognizes that there may be non-public information in the possession of Herbalife or others that could lead Herbalife or others to disagree with Pershing Square’s analyses and conclusions.

The Presentation includes forward-looking statements, estimates, projections and opinions prepared with respect to, among other things, certain legal and regulatory issues Herbalife faces and the potential impact of those issues on its future business, financial condition and results of operations, as well as, more generally, Herbalife’s anticipated operating performance, access to capital markets, market conditions, assets and liabilities . Such statements, estimates, projections and opinions may prove to be substantially inaccurate and are inherently subject to significant risks and uncertainties beyond Pershing Square’s control.

Although Pershing Square believes the Presentation is substantially accurate in all material respects and does not omit to state material facts necessary to make the statements therein not misleading, Pershing Square makes no representation or warranty, express or implied, as to the accuracy or completeness of the Presentation or any other written or oral communication it makes with respect to Herbalife and any other companies mentioned, and Pershing Square expressly disclaims any liability relating to the Presentation or such communications (or any inaccuracies or omissions therein). Thus, shareholders and others should conduct their own independent investigation and analysis of the Presentation and of Herbalife and any other companies relevant to the presentation.

The Presentation is not investment advice or a recommendation or solicitation to buy or sell any securities. Except where otherwise indicated, the Presentation speaks as of the date hereof, and Pershing Square undertakes no obligation to correct, update or revise the Presentation or to otherwise provide any additional materials. Pershing Square also undertakes no commitment to take or refrain from taking any action with respect to Herbalife or any other company.

All users and listeners agree and consent to exclusive jurisdiction and venue of any dispute or proceeding relating to or arising from Pershing Square’s Herbalife Presentation, website or any related subject matter in the Courts of the State of New York in New York County or in the Federal courts located in the Southern District of New York.

As used herein, except to the extent the context otherwise requires, Pershing Square includes its affiliates and funds it manages or advises and their respective partners, directors, officers and employees.