NATURAL HEALTH TRENDS CORP

The Board of Directors has declared it advisable, and the Company requests that the stockholders approve and adopt the amendment to our certificate of incorporation in substantially the form set forth in Appendix A to this proxy statement, which amends Section 11 of the certificate of incorporation as follows, with added text underlined:

A directoror officer, or former directoror officer, of the Corporation shall not, to the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty to the Corporation or its stockholders. For purposes of this Section 11,“officer” shall have the same meaning provided in Section 102(b)(7) of the Delaware General Corporation Law, as the same exists or may hereafter be amended. Any amendment or repeal of this Section 11 shall not adversely affect any right or protection of a director or officer, or former director or officer, of the Corporation for or with respect to any acts or omissions of such director or officer, or former director or officer, occurring prior to such amendment or repeal.

If this proposal to amend our certificate of incorporation is approved and adopted by our stockholders, we will file the amendment with the Secretary of State of the State of Delaware shortly after the annual meeting. If this proposal is not approved and adopted by our stockholders, the amendment to our certificate of incorporation will not be filed or become effective.

When considering the recommendation of the Board of Directors that our stockholders approve and adopt this proposal, our stockholders should be aware that our named executive officers have interests in the proposal that may be different from, or in addition to, the interests of our stockholders more generally because they will receive the liability exculpation protections afforded by the proposed amendment to our certificate of incorporation if the amendment is approved and adopted.

The Board of Directors recommends A Vote“FOR”** the approval and adoption of the amendment to our certificate of incorporation to provide for the exculpation of exculpation of our officers as permitted by Delaware law. Unless marked to the contrary, proxies received from stockholders will be voted**“FOR”** the approval and adoption of the amendment to our certificate of incorporation to provide for the exculpation of exculpation of our officers as permitted by Delaware law.**