Exhibit 10.3


 


EXECUTION COPY


 


PRINCIPAL STOCKHOLDERS
AGREEMENT, dated as of June 13, 2005 (this “Agreement”), among
WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (“Parent”), WEIGHTWATCHERS.COM,
INC., a Delaware corporation (the “Company”), and ARTAL LUXEMBOURG S.A.,
a Luxembourg corporation (“Artal”) (each of Artal and Parent are
referred to herein as a “Stockholder” and, together, the “Stockholders”).


 


WHEREAS, Parent, SCW
Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of
Parent (“Merger Sub”), and the Company are entering into an Agreement
and Plan of Merger, dated as of the date hereof (as the same may be amended or
supplemented, the “Merger Agreement”);


 


WHEREAS, Artal and Parent
own the number of shares of Company Common Stock set forth opposite its name on
Schedule A hereto (such shares of Company Common Stock, collectively
referred to herein as the “Subject Shares” of such Stockholder);


 


WHEREAS, Artal, the
Company and Parent are entering into an agreement (the “Redemption Agreement”),
dated as of the date hereof, pursuant to which Artal, the Company and Parent
agree to, among other things, the repurchase by the Surviving Corporation (the “Redemption”)
of Artal’s Common Stock, par value $0.01 per share, of the Surviving
Corporation, on the terms and conditions set forth therein.


 


WHEREAS, as a condition
and inducement to their willingness to enter into the Merger Agreement and the
transactions contemplated thereby, Parent and Merger Sub have requested that Artal
enter into this Agreement and take certain actions set forth herein; and


 


WHEREAS, certain capitalized
terms used in this Agreement, but not defined herein, have the meanings set
forth in the Merger Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants
and agreements contained in this Agreement, the parties hereto agree as
follows:


 


SECTION 1.  Representations and Warranties of Artal.
 Artal hereby represents and warrants to
Parent, as of the date hereof, as follows:


 


(a)                                  Organization;
Authority; Execution and Delivery; No Conflicts; Enforceability.  Artal (i) is a corporation duly
organized, validly existing and in good standing under the Laws of the
jurisdiction of its organization and (ii) has all requisite corporate power
and authority to execute, deliver and perform its obligations under this
Agreement.  The execution, delivery and
performance of this Agreement by Artal have been duly authorized by all
necessary corporate or organizational action on the part of Artal and no other
corporate or organizational proceedings on the part of Artal are necessary to
authorize the execution, delivery and performance of this Agreement by Artal.  This Agreement has been duly executed and
delivered by Artal and, assuming due


 





















 


execution and delivery of
this Agreement by Parent and the Company, constitutes the legal, valid and
binding obligation of Artal, enforceable against Artal in accordance with its
terms.  The execution and delivery of
this Agreement by Artal do not, and the performance by Artal of its obligations
hereunder, will not, conflict with, or result in any violation or breach of, or
default (with or without notice or lapse of time or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation, or
to the loss of a material benefit under, or result in the creation of any Lien
in or upon any of the properties or other assets of Artal under, (i) any
organizational documents of Artal, (ii) any Contract to which Artal is a
party or is bound or any of its properties or other assets is bound by or
subject to or otherwise under which Artal has rights or benefits, or (iii) any
Law applicable to Artal or its properties or other assets, other than, in the
case of clauses (ii) and (iii) above, any such conflicts,
violations, breaches, defaults, rights, losses or Liens that individually or in
the aggregate are not reasonably likely to impair in any material respect or
prevent or materially impede, interfere with, hinder or delay the ability of Artal
to perform its obligations hereunder.  No
consent, approval, order or authorization of, action by or in respect of, or
registration, declaration or filing with, any Governmental Entity is required
by or with respect to Artal in connection with its execution, delivery and
performance of this Agreement, except for such consents, approvals,
orders, authorizations, registrations, declarations and filings the failure of
which to obtained or made individually or in the aggregate are not reasonably
likely to impair in any material respect or prevent or materially impede,
interfere with, hinder or delay the ability of Artal to perform its obligations
hereunder, including the execution and delivery of the Stockholder Consent.


 


(b)                                 Subject
Shares.  Artal is the record and beneficial
owner of the Subject Shares set forth opposite its name on Schedule A
hereto, free and clear of any Liens (other than Liens created pursuant to the
terms of this Agreement, the Merger Agreement, the Redemption Agreement or
arising under federal or state securities Laws).  As of the date hereof, Artal does not own, of
record or beneficially, any shares of capital stock of the Company other than
its Subject Shares set forth opposite its name on Schedule A hereto.  Artal has the sole right to direct the voting
of its Subject Shares, and none of such Subject Shares is subject to any voting
trust or other Contract with respect to the voting of such Subject Shares.


 


SECTION 2.  Representations and Warranties of Parent.


 


(a)                                  Parent
hereby represents and warrants to Artal, as of the date hereof, as follows:  Parent is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Virginia and has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement.  The execution, delivery and performance of
this Agreement by Parent have been duly authorized by all necessary corporate
action on the part of Parent (based on the unanimous recommendation of the
Special Committee) and no other corporate proceeding on the part of Parent is
necessary to authorize the execution, delivery and performance of this
Agreement by Parent.  This Agreement has
been duly executed and delivered by Parent and, assuming due execution and
delivery of this Agreement by the Artal and the Company, constitutes the legal,
valid and binding obligation of Parent, 


 


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enforceable against
Parent in accordance with its terms.  The
execution and delivery of this Agreement by Parent do not, and the performance
by Parent of its obligations hereunder will not, conflict with, or result in
any violation or breach of, or default (with or without notice or lapse of time
or both) under, or give rise to a right of, termination, cancellation or
acceleration of any obligation, or to the loss of a material benefit under, or
result in the creation of any Lien in or upon any of the properties or other
assets of Parent under, (i) any organizational documents of Parent, (ii) any
Contract to which Parent is a party or is bound or any of its properties or
other assets is bound by or subject to or otherwise under which Parent has
rights or benefits or (iii) subject to the governmental filings and other matters
referred to in Section 4.3 of the Merger Agreement, any Law applicable to
Parent or its properties or other assets, other than, in the case of clauses (ii) and
(iii) above, any such conflicts, violations, breaches, defaults, rights,
losses or Liens that individually or in the aggregate are not reasonably likely
to impair in any material respect or prevent or materially impede, interfere
with, hinder or delay the ability of Parent to perform its obligations
hereunder.  Except as set forth in Section 4.3
of the Merger Agreement, no consent, approval, order or authorization of,
action by or in respect of, or registration, declaration or filing with, any
Governmental Entity is required by or with respect to Parent in connection with
its execution, delivery and performance of this Agreement.


 


(b)                                 Subject
Shares.  Parent is the record and
beneficial owner of the Subject Shares set forth opposite its name on Schedule A
hereto, free and clear of any Liens (other than Liens created pursuant to the
terms of this Agreement or arising under federal or state securities
Laws).  As of the date hereof, Parent
does not own, of record or beneficially, any shares of capital stock of the
Company other than its Subject Shares set forth opposite its name on Schedule A
hereto and the shares of Company Common Stock subject to the Warrants.  Parent has the sole right to direct the
voting of its Subject Shares, and none of such Subject Shares is subject to any
voting trust or other Contract with respect to the voting of such Subject
Shares.


 


SECTION 3.
 Covenants of the Stockholders.


 


(a)                                  Each
Stockholder covenants and agrees that as promptly as practicable following the
execution and delivery of the Merger Agreement by the parties thereto, such
Stockholder shall:


 


(i)                                     consent
in writing to the approval and adoption of the Merger Agreement, the Merger, the
Redemption Agreement, the Redemption and the Charter Amendment and the other transactions
contemplated by the Merger Agreement and the Charter Amendment, without a
meeting, without prior notice and without a vote by executing a Stockholder
Consent in the form of Exhibit A hereto covering all such Stockholder’s
Subject Shares; and


 


(ii)                                  deliver
such Stockholder Consent to the Secretary of the Company.


 


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(b)                                 At
any meeting of stockholders of the Company or at any adjournment thereof or in
any other circumstances upon which a vote, consent or other approval of
stockholders is sought, such Stockholder shall direct the voting of its Subject
Shares against (i) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, share exchange, sale of
substantial assets, reorganization, recapitalization, joint venture
dissolution, liquidation or winding up of or by the Company or any other
business combination involving the Company, (ii) any Takeover Proposal, (iii) any
Public Offering, and (iv) any amendment or other change of the Company
Charter (other than the Charter Amendment) or the Company Bylaws or other
proposal or transaction involving the Company or any of its Subsidiaries, which
amendment or other proposal or transaction in any manner could reasonably be
expected to impede, frustrate, prevent or nullify any provision of this Agreement,
the Merger Agreement, the Charter Amendment, or the consummation of the Merger
or any other transactions contemplated hereby or thereby or change in any
manner the voting rights of any class of Company Common Stock.  Each Stockholder shall not commit or agree to
take any action inconsistent with the foregoing.


 


(c)                                  Other
than pursuant to the terms of this Agreement, the Merger Agreement, the
Redemption Agreement or the Charter Amendment, each Stockholder shall not,
directly or indirectly, (i) sell, transfer, pledge, assign or otherwise
dispose of (including by gift or by operation of law) (collectively, “Transfer”),
or enter into any Contract or other arrangement with respect to Transfer of, or
any profit sharing arrangement relating to, any Subject Shares to or with any Person,
except an affiliate of such Stockholder or the account or Person for whom such
Stockholder is acting on behalf of with respect to such Subject Shares;
provided that prior to such Transfer, or entering into such Contract or
arrangement, such affiliate, account or Person (or such Stockholder acting on
behalf of such affiliate or Person) shall become a party to this Agreement in
respect of such Subject Shares pursuant to a joinder agreement satisfactory to
Parent or (ii) enter into any voting arrangement, whether by proxy (or
written consent in lieu thereof), voting agreement or otherwise, with respect
to any Subject Shares and shall not commit or agree to take any of the
foregoing actions.  In furtherance of the
foregoing, each Stockholder agrees that any Transfer in violation of this
Agreement shall be void and of no force or effect.


 


(d)                                 Each
Stockholder shall use commercially reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and cooperate
with the other parties in doing, all things reasonably requested by Parent from
such Stockholder to consummate and make effective, in the most expeditious
manner practicable, the Merger and the other transactions contemplated hereby
and by the Merger Agreement as in effect on the date hereof.  Except as may be required by law, prior to the
Second Closing, neither Parent nor Artal shall issue any press release or
otherwise make any public statements about the Merger Agreement, the Merger or
any other transactions contemplated hereby or by the Merger Agreement without
the consent of Artal, which consent shall not be unreasonably withheld or
delayed, provided, however, that no consent shall be required for
Parent to make such public disclosure as its legal counsel deems necessary,
provided that Parent in such circumstances shall, to the extent practicable and
as soon as practicable, be obliged to first provide a copy of any 


 


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anticipated announcement
to Artal and have due regard to any comments made thereon by Artal in good
faith.


 


(e)                                  Each
Stockholder hereby consents to and adopts and approves the actions taken by the
Board of Directors of the Company in adopting, approving and declaring
advisable this Agreement, the Merger Agreement, the Merger, the Charter
Amendment and the other transactions contemplated hereby or thereby.  Each Stockholder hereby waives and agrees not
to exercise or assert, any appraisal rights under Section 262 in
connection with the Merger.


 


SECTION 4.
 Non-Compete.


 


(a)                                  Artal
agrees, prior to the Effective Time, that: (i) Article IV of the
Corporate Agreement, dated as of November 5, 2001, between Parent and
Artal shall be amended (A) so that following the Closing the reference to
the “Company” in that Article will include WeightWatchers.com, Inc., and
(B) Section 4.3 of that Article will be amended to include any
Internet Diet Business (as defined below); (ii) the Parent’s Code of
Business Conduct and Ethics, adopted March 16, 2004, shall be amended to
make clear that, following the Closing, the term “Conflicting Business” (as
defined therein) shall include the business of WeightWatchers.com, Inc.;
and (iii) Artal shall not, and shall cause its respective officers,
directors, employees, representatives and agents to not, during the Non-Compete
Period (as defined below), engage in, own, manage, operate, provide financing
to, control or participate in the ownership, management, operation or control
of, or otherwise have an interest, directly or indirectly, in any other Person
in the conduct of the Internet Diet Business.


 


(b)                                 As
used herein, “Internet Diet Business” shall mean the use of the Electronic
Medium (as defined below) to conduct a business primarily related to diet, weight
loss and/or weight control programs, products, services, information, or
measurement, including, without limitation, the marketing, advertisement,
promotion, sale or distribution of products and services pertaining to weight
management, the development and publication via the Electronic Medium of any
content or forums pertaining to weight management, and the sale and delivery
via the Electronic Medium of subscription electronic products pertaining to
weight management, but not including, in each and every case mentioned above,
other “life style” and/or “exercise” businesses.


 


(c)                                  As
used herein, “Electronic Medium” shall mean the Internet and any other related
or similar forms of electronic or digital transmission, delivery, reception,
recordation or display arising from any network or other connection of
instruments or devices now known or hereafter invented capable of transmission,
delivery, reception, recordation and/or display (such instruments or devices to
include, without limitation, computers, laptops, cellular or PCS telephones,
pagers, PDAs, wireless transmitters or receivers, modems, radios, televisions,
satellite receivers, cable networks, smart cards, set-top boxes, broadband and
digital wireless devices).


 


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(d)                                 As
used herein, “Non-Compete Period” shall mean the earlier of (i) five years
from the date of the First Closing, or (ii) six months after there are no
nominees of Artal on the Board of Directors of Parent.


 


SECTION 5.                                No
Solicitation; No Public Offering.  Artal,
for itself and its directors, officers, consultants, accountants, legal
counsel, investment bankers, agents and other representatives, agrees to be
bound by Section 5.4 of the Merger Agreement, which is hereby made
applicable to Artal.


 


SECTION 6.                                Stockholder
Capacity.  No Person executing this
Agreement who is or becomes during the term hereof a director or officer of the
Company makes any agreement or understanding herein in his or her capacity as
such director or officer of the Company.  Each Stockholder signs solely in its capacity
as the beneficial and record owner of such Stockholder’s Subject Shares.  Nothing herein shall limit or affect any
actions taken by any Stockholder (or Representatives acting on its behalf) in his
or her capacity as an officer or director of the Company.


 


SECTION 7.                                Special
Committee.  Artal hereby agrees and
acknowledges that any actions taken by the Special Committee from and after the
Effective Time with respect to this Agreement, the Merger Agreement, the
Redemption Agreement, and the transactions contemplated hereby and thereby,
shall be taken on the sole behalf of Parent and Parent’s stockholders, and the
members of the Special Committee shall have no fiduciary obligation or
liability to Artal, in its capacity as a stockholder of the Company, or any other
stockholder of the Company.


 


SECTION 8.                                Stop
Transfer.  The Company agrees with,
and covenants to, Parent that the Company shall not register the transfer of
any certificate representing any Stockholder’s Subject Shares in violation of
this Agreement.


 


SECTION 9.                                Termination.
 This Agreement shall terminate upon the
earlier of (i) the Second Closing and (ii) the termination of the
Merger Agreement in accordance with its terms; provided, however,
that any such termination shall not relieve any party of any liability of such
party arising as a result of the breach of this Agreement prior to such
termination.  Notwithstanding the
foregoing, in the event of a termination pursuant to clause (i), the provisions
of Section 4 shall survive this Agreement in accordance with terms of Section 4.


 


SECTION 10.                          Additional
Matters.  Artal shall, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further consents, documents and other instruments as Parent may
reasonably request for the purpose of effectively carrying out the transactions
contemplated by this Agreement and the Merger Agreement.


 


SECTION 11.                          General
Provisions.


 


(a)                                  Amendments.
 This Agreement may not be amended except
by an instrument in writing signed by each of the parties hereto (in the case
of Parent, solely by action of the Special Committee), provided that the
approval or consent of the


 


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Company shall not be
required for any such amendment except to the extent such amendment imposes
additional obligations on the Company.


 


(b)                                 Notice.
 All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or sent by overnight courier (providing proof of delivery) to Parent or to the
Company in accordance with Section 9.7 of the Merger Agreement and to Artal
in accordance with Section 6.8 of the Redemption Agreement (or at such
other address for a party as shall be specified by like notice).


 


(c)                                  Interpretation.
 The headings in this Agreement are for
reference only and shall not affect the meaning or interpretation of this
Agreement.  Definitions shall apply
equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  All references in this Agreement to Articles,
Sections and Exhibits shall refer to Articles and Sections of, and Exhibits to,
this Agreement unless the context shall require otherwise.  The words “include,” “includes” and “including”
shall not be limiting and shall be deemed to be followed by the phrase “without
limitation.”  Unless the context shall
require otherwise, any agreements, documents, instruments or Laws defined or
referred to in this Agreement shall be deemed to mean or refer to such
agreements, documents, instruments or Laws as from time to time amended,
modified or supplemented, including (a) in the case of agreements,
documents or instruments, by waiver or consent and (b) in the case of
Laws, by succession of comparable successor statutes.  All references in this Agreement to any
particular Law shall be deemed to refer also to any rules and regulations
promulgated under that Law.  References
to a Person also refer to its predecessors and permitted successors and
assigns.


 


(d)                                 Counterparts.
 This Agreement may be executed in any
number of counterparts, all of which shall be one and the same agreement.  This Agreement shall become effective when
each party to this Agreement shall have received counterparts signed by all of
the other parties.


 


(e)                                  Entire
Agreement; No Third-Party Beneficiaries.  This Agreement, the Redemption Agreement, the
Confidentiality Agreement, the Merger Agreement and the Company Disclosure
Letter (i) constitute the entire agreement and supersede all prior
agreements, understandings and negotiations, both written and oral, among the
parties with respect to the subject matter of this Agreement, and (ii) except
for the provisions of Article II of the Merger Agreement and Section 5.6
of the Merger Agreement, are not intended to confer upon any Person other than
the parties hereto (and their respective successors and assigns) or thereto
(and their respective successor and assigns) any rights or remedies hereunder.


 


(f)                                    Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Virginia,
without regard to the laws that might otherwise govern under applicable
principles of conflicts of law, except to the extent that the laws of the State
of Delaware mandatorily apply.


 


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(g)                                 Assignment.
 Neither this Agreement nor any of the
rights, interests or obligations under this Agreement shall be assigned, in
whole or in part, by operation of Law or otherwise, by Parent without the prior
written consent of Artal or by Artal without the prior written consent of
Parent or by the Company without the prior written consent of Parent or Artal.  Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns.


 


(h)                                 Jurisdiction.
 The parties to this Agreement (a) irrevocably
submit to the personal jurisdiction of the United States District Court for the
Eastern District of Virginia or, if federal court jurisdiction is not
available, to the state courts in Virginia and (b) waive any claim of
improper venue or any claim that such court is an inconvenient forum.  The parties to this Agreement agree that
mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 9.7 of the Merger Agreement
or in such other manner as may be permitted by applicable Laws, shall be valid
and sufficient service thereof.


 


(i)                                     WAIVER
OF JURY TRIAL.  EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE,
EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO
ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH
PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES
THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 10(i).


 


(j)                                     Specific
Performance.  The parties to this
Agreement agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. 
It is accordingly agreed that the parties to this Agreement shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in the
United States District Court for the Eastern District of Virginia or, if
federal court jurisdiction is not available, to the state courts in Virginia or
any state having jurisdiction, this being in addition to any other remedy to
which they are entitled at law or in equity.


 


(k)                                  Remedies.  Except as otherwise provided in this
Agreement, any and all remedies expressly conferred upon a party to this
Agreement 


 


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shall be cumulative with,
and not exclusive of, any other remedy contained in this Agreement, at law or
in equity.  The exercise by a party to
this Agreement of any one remedy shall not preclude the exercise by it of any
other remedy.


 


(l)                                     Severability.
 If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect.  Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable Law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.


 


[Signature Page Follows]


 


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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be signed by
their respective officers thereunto duly authorized, all as of the date first
written above.


 


	
   

  	
  WEIGHT WATCHERS

  
	
   

  	
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Huett

  
	
   

  	
   

  	
  Name:

  	
  Linda Huett

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Executive

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTAL LUXEMBOURG S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francoise de Wael

  
	
   

  	
   

  	
  Name:

  	
  Francoise de Wael

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEIGHTWATCHERS.COM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Kirchhoff

  
	
   

  	
   

  	
  Name:

  	
  David P. Kirchhoff

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Executive

  
	
   

  	
   

  	
   

  	
  Officer

  
								



 


[Signature page to Principal Stockholders Agreement]


 





















 


Schedule A


 


	
  Name and
  address 

  of Stockholder

  	
   

  	
  Number of
  shares 

  of Company Common Stock owned

  	
   

  	
  % of the
  outstanding shares 

  of capital stock of the 

  Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTAL LUXEMBOURG S.A.

  	
   

  	
  12,091,811

  	
   

  	
  72.81%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEIGHT WATCHERS INTERNATIONAL, INC.

  	
   

  	
  3,388,622

  	
   

  	
  20.41%