EX-99.2 3 dex992.htm FORM OF NOTICE OF REDEMPTION Form of Notice of Redemption

Exhibit 99.2

HOST HOTELS & RESORTS, INC.

REDEMPTION NOTICE

April 19, 2006

 

To: Holders of Host Hotels & Resorts, Inc., formerly Host Marriott Corporation, 10% Class C Cumulative Redeemable Preferred Stock (CUSIP 44107P 40 1)

Pursuant to the Articles Supplementary of Host Hotels & Resorts, Inc. (the “Company”) classifying the 10% Class C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Class C Stock”), of the Company, the Company is hereby providing notice to you of the Company’s intention to redeem all outstanding shares of its Class C Stock (the “Class C Preferred Shares”), and the following information in connection with such redemption:

1. The redemption date shall be May 19, 2006 (the “Redemption Date”).

2. The Class C Preferred Shares are being redeemed at a redemption price of $25.00 per share, plus $0.2361, the amount equal to all dividends accrued and unpaid thereon to the Redemption Date. You will receive, upon presentation of your Class C Stock certificate(s) as indicated in Paragraph 4 below, $25.2361 multiplied by the number of Class C Preferred Shares held by you as indicated on the addressee label (the “Redemption Price”).

3. The total number of Class C Preferred Shares to be redeemed by the Company pursuant to Section 5(b) of the Articles Supplementary classifying the Class C Stock is 5,980,000, representing all of the issued and outstanding Class C Preferred Shares. All of the Class C Preferred Shares held by you as indicated on the addressee label are being redeemed by the Company.

4. In order to receive payment for your Class C Preferred Shares, you should send by overnight mail or by certified mail, return receipt requested, your Class C Stock certificate(s), together with a properly completed and duly executed Letter of Transmittal or facsimile thereof, enclosed with this Redemption Notice, to Computershare Shareholder Services (the “Agent”) on or after the Redemption Date at one of the addresses set forth below. Any monies deposited with the Agent and unclaimed at the end of two years from the Redemption Date will be repaid to the Company upon its written request, after which you may look only to the Company to receive payment for your Class C Preferred Shares.

 

By Mail

 

By Overnight Delivery

Computershare

Corporate Actions

P.O. Box 43014

Providence, RI 02940-3014

 

Computershare

Attn: Corporate Actions

250 Royall Street

Canton, MA 02021

5. Dividends on the Class C Preferred Shares shall cease to accrue on the Redemption Date. The Class C Preferred Shares will be canceled on the stock records of the Company as of the Redemption Date and, thereafter, you will have no rights as a stockholder of the Company, other than the right to receive payment, upon surrender of your Class C Preferred stock certificate(s), in the amount of the Redemption Price.

 

Sincerely,
HOST HOTELS & RESORTS, INC.
By:  

/s/ GREGORY J. LARSON

Name:   Gregory J. Larson
Title:  

Senior Vice President, Treasurer and

Investor Relations