Questions and Answers for Former Stockholders of CNL Retirement Properties, Inc. (“CRP”)

The following are questions and answers we thought you might have regarding the merger, the merger consideration and HCP, Inc. (“HCP”).

Q: As a former stockholder of CRP, what am I receiving in the merger?

A: Each share of CRP common stock that you held at the closing of the merger has been converted into the right to receive:

• $11.1293 cash and 0.0865 of a share of HCP common stock; and
• if the 0.0865 exchange ratio would have caused you to receive a fraction of a share of HCP common stock, cash in lieu of that fractional share in an amount equal to the fraction multiplied by $30.626.

In connection with the merger, you did or will receive a Direct Registration Transaction Advice (or “DRTA”) informing you of the whole number of shares of HCP common stock credited to your account. You can find a sample DRTA, as well as other materials concerning the Direct Registration System, on this website. In addition, you did or will separately receive a check(s) for the cash consideration and the cash payable in lieu of fractional shares. No interest is payable in connection with such cash amounts.

Q: When was the merger effective?

A: The merger was effective on October 5, 2006. At that time, CRP became a wholly-owned subsidiary of HCP.

Q: What is the ticker symbol for HCP?

A: HCP is listed on the New York Stock Exchange and the stock ticker symbol is HCP.

Q: What are the tax consequences of the merger to me? Where can I find cost basis information?

A: As described in greater detail in the proxy statement/prospectus filed August 8, 2006 distributed by CRP in connection with the September 26, 2006 special stockholder meeting, the merger is taxable for U.S. federal income tax purposes. You may obtain a copy of the proxy statement/prospectus on this website by clicking here and then clicking on form 424B3. You are strongly urged to consult your own tax advisor regarding the tax consequences of the merger, the determination of basis and any other information you are required to file with any taxing authority. Additional information on the tax consequences of the merger can be found by clicking on the link “Certain Material U.S. Federal Income Tax Considerations of the Merger.”

Q: Why am I receiving shares in Direct Registration form? What are the benefits to me?

A: We believe you will find this Direct Registration System more convenient than physical stock certificates because:

• If you lose your advice form, you can replace it without the inconvenience and expense associated with replacing a physical stock certificate.
• Using the Direct Registration System, you can easily arrange to move your shares to your broker.
• It may be easier for you to sell your shares than if you had physical stock certificates.
• The Direct Registration System saves HCP money because it is more expensive to print and mail physical stock certificates.

You can find more information regarding the Direct Registration System, including a brochure from The Bank of New York, on this website. 

Q: Will I be able to get a stock certificate if I want one?

A: You do not need to get physical stock certificates and we hope that you will find the Direct Registration System more convenient than physical stock certificates. If, however, you would like to get physical stock certificates, you will need to call HCP Shareholder Services at the number provided below and select the appropriate option on the interactive voice response system. You should expect to receive your certificate(s) 7-10 business days from the day your request is made.

Q: How can I get more information on my account?

A: You can view your account on-line. To do so, please follow these steps:

• Log onto www.stockbny.com
• Choose Individual Account Access
• Follow the instructions for first time users, if applicable.

Q: As a former CRP stockholder, am I required to open a brokerage account in order to hold the newly issued HCP shares?

A: No, you are not required to open a brokerage account in order to hold the shares of HCP common stock newly issued to you. The Bank of New York system will hold the shares in Direct Registration. If you originally invested in CRP common stock through a qualified plan, you will not be required to open a brokerage account. If you decide not to open a brokerage account, you may not be able to count on the assistance of your financial advisor following the merger. Contact your financial advisor for additional information.

Q: I already have a brokerage account. How can I move my shares of HCP common stock into that account?

A: As noted above, The Bank of New York has provided or will provide you with a DRTA. If you would like to move your shares of HCP common stock into that brokerage account, you should bring the DRTA to your broker-dealer who should be able to assist you with that process.

Q: If I lose my DRTA, how can I get a replacement DRTA? 

A: Please contact The Bank of New York as provided below.

Q: Does HCP have a dividend reinvestment plan?

A: Yes, HCP has a Dividend Reinvestment and Stock Purchase Plan (the “Plan”). For additional information, or to obtain a copy of the prospectus, please contact HCP at (888) 604-1990 or investorrelations@hcpi.com, or The Bank of New York as provided below. You may also obtain additional information and the prospectus by clicking on the link “DRIP” on this website.

Q: How can I sell my shares?

A: The requirements for transferring your shares held in the Direct Registration System are the same as for shares represented by a certificate, but there is no need to surrender a certificate. To transfer your shares, you will need to complete a Transfer Instruction Package, which can be downloaded from The Bank of New York’s stock transfer website at www.stockbny.com. To transfer your shares, you must obtain a Medallion Guarantee, which provides HCP and The Bank of New York assurances that the person submitting a request is the owner or an authorized representative. The Medallion Guarantee can be obtained from financial institutions, including many banks and brokerages. You may instruct The Bank of New York (or the “agent”) to sell some or all of your shares by notifying the agent using the tear off stub on your DRTA or by calling the toll-free number listed below. Sales are made under the terms and conditions of the Plan. You may obtain additional information about the Plan at (888) 604-1990 or investorrelations@hcpi.com, by contacting The Bank of New York as provided below or by clicking on the link “DRIP” on this website.

Q: Whom do I contact if I have questions regarding my account?

A: You may contact HCP’s transfer agent, The Bank of New York, as provided below.

Q: How can I find out additional information about HCP?

A: Please peruse our entire website. There you can find much more information regarding our company, our business and our history, including information regarding our historical dividends, our portfolio of properties, our key relationships and our management. Additionally, you can find information concerning HCP in the filings that we make with the Securities and Exchange Commission. These filings are also available at our website by clicking on “Investor Relations” on our home page and then “SEC Filings.”  

Q: I am a financial advisor and have clients who are former CRP stockholders. Whom should I contact if I have questions regarding the merger? 

A: Please contact CNL Securities Corp. at 1-866-650-0650.

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