EXHIBIT 3.28
Office translation from Finnish
ARTICLES OF ASSOCIATION
HERBALIFE INTERNATIONAL FINLAND OY
1 Section The name of the company is Herbalife International Finland Oy and
its domicile is Helsinki.
2 Section The purpose of the company is to import and export, distribute and
market food products, beverages, weight loss and weight management
products, health and nutritional supplements, skin and hair
products, cosmetics, and other types of products of similar kind and
other activities related thereto and to provide consultation and
other services connected to the above. The company may also own,
rent and lease real property, and own shares and other bond
securities.
3 Section The minimum share capital is one hundred thousand Finnish markkas
(FIM 100.000) and the maximum share capital is four hundred thousand
Finnish markkas (FIM 400.000) within which limits the share capital
can be increased or decreased without amending the articles of
association.
The nominal value of the shares is one hundred Finnish markkas (FDA
100).
4 Section The Board of Directors of the company consists of at least one (1),
but not more than six (6) members, who shall be elected at the
annual shareholders' meeting for a term of office expiring on the
closing of the first annual shareholders' meeting following their
election. If less than three ordinary members are elected, at least
one deputy member shall be elected.
The Board of Directors forms a quorum when more than half of its
members are present.
The Board of Directors may take decisions in writing without
convening provided that all members of the Board agree on the
decision and sign it.
5 Section The company can have a Managing Director, who is appointed by the
Board of Directors.
6 Section The company name may be signed by the Managing Director and a member
of the Board both alone.
The Board of Directors decides on giving the authority to sign for
the company and on granting procura proxies.
7 Section The fiscal year of the company is a calendar year.
8 Section The annual shareholders' meeting shall be held annually by the end
of June.
9 Section The company shall have one (1) auditor, who must be a public
certified auditing firm. The auditor holds office until the end of
the next annual shareholders' meeting.
10 Section Shareholders' meetings shall be convened by registered mail which
must be sent not later than ten days before the meeting to the
addresses provided by the shareholders to the Board of Directors.
Other information to the shareholders shall be posted by registered
mail.
11 Section At the annual meeting of shareholders it shall be:
presented
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1. the closing of the books including the balance sheet, profit and loss
statement and the annual report;
2. the auditors' report;
3. an explanation of the Board of Directors to the possible remarks made by
the auditor;
decided
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4. on the confirmation of the profit and loss statement, measures caused by
the profit or loss according to the confirmed balance sheet and payment of
dividends;
5. on granting discharge for the members of the Board of Directors and the
Managing Director;
6. on the fees for the Board of Directors and the auditors;
7. on the number of members of the Board of Directors;
elected
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8. the members of the Board of Directors, possible deputy members of the
Board of Directors and the auditor;
handled
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9. other items presented on the call to the meeting.
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