<PAGE>
MARRIOTT INTERNATIONAL, INC.
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817
March 3, 1998
Dear Fellow Stockholder:
On March 17, 1998, a Special Meeting of Stockholders of Marriott
International, Inc. (the "Company") will be held for the purpose of voting on
very important proposals. These interrelated proposals provide for the spinoff
to shareholders, on a tax-free basis, of a new company ("New Marriott")
comprised of our lodging, senior living and distribution services businesses,
and the merger of our food service and facilities management business with the
North American operations of Sodexho Alliance.
Your Board of Directors has unanimously approved these proposals because it
believes that the planned transactions will enhance growth opportunities for
the Company's businesses, thereby building additional value for Marriott
stockholders.
We are writing to you about these proposals because you may receive a letter
from the Hotel Employees & Restaurant Employees International Union (the
"Union"), a registered holder of 35 shares of the Company's common stock.
It's important for you to know that a local affiliate of the Union has been
in protracted negotiations with the Company, since 1996, over a collective
bargaining agreement covering certain Marriott associates at the San Francisco
Marriott Hotel. The Union seeks to impose outdated work rules which would deny
the Company the operational flexibility necessary to continue to run a first-
class hotel.
In an apparent effort to pressure the Company, the Union has turned its
attention to the proxy process. It is questioning certain corporate governance
matters which are fully supported by your board and thoroughly addressed in
the proxy material mailed to you last month. We are writing to you at this
time to set the record straight.
CORPORATE GOVERNANCE PROVISIONS. The charter and bylaws for New Marriott
include substantially the same corporate governance provisions as those which
have been in the Company's existing charter and bylaws for many years. The
provisions that differ are discussed below.
SHAREHOLDER RIGHTS. The New Marriott Rights Plan is virtually identical to
the Company's present rights plan. The share ownership level that triggers the
New Marriott rights has been changed to 15% of either class of common stock,
which is consistent with current corporate practice.
Rights plans have been demonstrated to add economic value because they give
the board of directors of a target company the time and opportunity to conduct
an orderly, thorough and responsible review of acquisition proposals and then
formulate a response that is in the best interest of stockholders. Over 2,000
public companies have adopted shareholder rights plans.
COMMON STOCK CLASSIFICATION. The Company believes that the dual class equity
structure will provide New Marriott with additional flexibility to pursue its
growth strategy. The lodging industry currently is undergoing a major global
consolidation, while merger activity in the highly fragmented senior living
industry is expected to increase over the next several years. Marriott
International has a successful track record of acquiring and enhancing the
value of lodging and senior living businesses, while accelerating their
growth. With the dual class equity structure, New Marriott expects to be more
aggressive in pursuing value-creating acquisitions. The
<PAGE>
ability to issue low-vote common stock, for which there should be a sizable
and liquid market, will better position New Marriott to take advantage of
acquisition opportunities in its businesses without significantly diluting the
voting interests of existing stockholders or jeopardizing its investment grade
credit rating.
Your Board of Directors is unanimous in its belief that the corporate
governance provisions, shareholder rights plan and common stock classification
are integral to the future success of New Marriott.
----------------
THE BOARD OF DIRECTORS BELIEVES THAT THE TRANSACTIONS ARE IN THE BEST
INTERESTS OF THE COMPANY'S STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE TO APPROVE EACH OF THE RELATED PROPOSALS SET FORTH IN THE
PROXY STATEMENT.
Thank you for your consideration of these important matters.
Sincerely yours,
/s/ J.W. Marriott, Jr. /s/ William J. Shaw
- ------------------------------- -------------------------------
J.W. MARRIOTT, JR. Chairman and WILLIAM J. SHAW President and
Chief Executive Officer Chief Operating Officer
