AGM Information • May 5, 2023
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Download Source Fileauthor: Usmani, Sophia
date: 2022-04-27 15:05:00+00:00
COMPANY NUMBER 5134420
COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
INTERCONTINENTAL HOTELS GROUP PLC
PASSED ON 5 MAY 2023
At the ANNUAL GENERAL MEETING of InterContinental Hotels Group PLC, duly convened and held on 5 May 2023 at Crowne Plaza Gerrards Cross, Oxford Road, Beaconsfield, Buckinghamshire HP9 2XE, the following Resolutions were duly passed:
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AS ORDINARY RESOLUTIONS. | | |
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9. ADOPTION OF NEW DEFERRED AWARD PLAN RULES
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9. ADOPTION OF NEW DEFERRED AWARD PLAN RULES
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| THAT the Company adopt the InterContinental Hotels Group PLC Deferred Award Plan (‘DAP’) rules (‘DAP Rules’) in the form produced to the AGM and initialled by the Chair of the AGM for the purposes of identification, the principal terms of which are summarised in Appendix 3 to the Notice of AGM, and that the Directors be authorised:
to establish such further schedules to the DAP Rules for the benefit of employees of the Company and/or its subsidiaries who are located outside of the United Kingdom, with such modifications as may be necessary or desirable to take account of applicable exchange control, tax legislation or local securities laws in the relevant jurisdiction, provided that any ordinary shares of the Company made available under such plans shall be treated as counting against any individual or overall limits contained in the DAP Rules; and
to do all other acts and things as they may, in their absolute discretion, consider appropriate to implement the DAP.
| THAT the Company adopt the InterContinental Hotels Group PLC Deferred Award Plan (‘DAP’) rules (‘DAP Rules’) in the form produced to the AGM and initialled by the Chair of the AGM for the purposes of identification, the principal terms of which are summarised in Appendix 3 to the Notice of AGM, and that the Directors be authorised:
to establish such further schedules to the DAP Rules for the benefit of employees of the Company and/or its subsidiaries who are located outside of the United Kingdom, with such modifications as may be necessary or desirable to take account of applicable exchange control, tax legislation or local securities laws in the relevant jurisdiction, provided that any ordinary shares of the Company made available under such plans shall be treated as counting against any individual or overall limits contained in the DAP Rules; and
to do all other acts and things as they may, in their absolute discretion, consider appropriate to implement the DAP.
| THAT the Company adopt the InterContinental Hotels Group PLC Deferred Award Plan (‘DAP’) rules (‘DAP Rules’) in the form produced to the AGM and initialled by the Chair of the AGM for the purposes of identification, the principal terms of which are summarised in Appendix 3 to the Notice of AGM, and that the Directors be authorised:
to establish such further schedules to the DAP Rules for the benefit of employees of the Company and/or its subsidiaries who are located outside of the United Kingdom, with such modifications as may be necessary or desirable to take account of applicable exchange control, tax legislation or local securities laws in the relevant jurisdiction, provided that any ordinary shares of the Company made available under such plans shall be treated as counting against any individual or overall limits contained in the DAP Rules; and
to do all other acts and things as they may, in their absolute discretion, consider appropriate to implement the DAP.
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| 10. ALLOTMENT OF SHARES
| 10. ALLOTMENT OF SHARES
| 10. ALLOTMENT OF SHARES
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| THAT the Directors be and are hereby generally and unconditionally authorised pursuant to, and in accordance with, Section 551 of the 2006 Act to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
up to an aggregate nominal amount of £12,174,486; and
comprising equity securities, as defined in Section 560 of the 2006 Act, up to an aggregate nominal amount of £12,174,486 (including within such limit, the nominal value of any shares issued or rights granted under paragraph (a) above) in connection with an offer to:
holders of ordinary shares in the Company in proportion, as nearly as may be practicable, to their existing holdings; and
holders of equity securities as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever.
This authority shall hereby take effect from the date of the passing of this resolution until the conclusion of the Company’s AGM in 2024, or the close of business on 1 July 2024, whichever is the earlier, provided that, in each case, the Company may, before this authority expires, make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Directors may allot shares in the Company or grant rights under any such offer or agreement as if this authority had not expired;
THAT subject to paragraph 10(iii) below, all existing authorities given to the Directors pursuant to Section 551 of the 2006 Act by way of the ordinary resolution of the Company passed on Friday 6 May 2022 be revoked by this resolution; and
THAT paragraph 10(ii) above shall be without prejudice to the continuing authority of the Directors to allot shares or grant rights to subscribe for, or convert any security into, shares pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.
| THAT the Directors be and are hereby generally and unconditionally authorised pursuant to, and in accordance with, Section 551 of the 2006 Act to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
up to an aggregate nominal amount of £12,174,486; and
comprising equity securities, as defined in Section 560 of the 2006 Act, up to an aggregate nominal amount of £12,174,486 (including within such limit, the nominal value of any shares issued or rights granted under paragraph (a) above) in connection with an offer to:
holders of ordinary shares in the Company in proportion, as nearly as may be practicable, to their existing holdings; and
holders of equity securities as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever.
This authority shall hereby take effect from the date of the passing of this resolution until the conclusion of the Company’s AGM in 2024, or the close of business on 1 July 2024, whichever is the earlier, provided that, in each case, the Company may, before this authority expires, make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Directors may allot shares in the Company or grant rights under any such offer or agreement as if this authority had not expired;
THAT subject to paragraph 10(iii) below, all existing authorities given to the Directors pursuant to Section 551 of the 2006 Act by way of the ordinary resolution of the Company passed on Friday 6 May 2022 be revoked by this resolution; and
THAT paragraph 10(ii) above shall be without prejudice to the continuing authority of the Directors to allot shares or grant rights to subscribe for, or convert any security into, shares pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.
| THAT the Directors be and are hereby generally and unconditionally authorised pursuant to, and in accordance with, Section 551 of the 2006 Act to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
up to an aggregate nominal amount of £12,174,486; and
comprising equity securities, as defined in Section 560 of the 2006 Act, up to an aggregate nominal amount of £12,174,486 (including within such limit, the nominal value of any shares issued or rights granted under paragraph (a) above) in connection with an offer to:
holders of ordinary shares in the Company in proportion, as nearly as may be practicable, to their existing holdings; and
holders of equity securities as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever.
This authority shall hereby take effect from the date of the passing of this resolution until the conclusion of the Company’s AGM in 2024, or the close of business on 1 July 2024, whichever is the earlier, provided that, in each case, the Company may, before this authority expires, make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Directors may allot shares in the Company or grant rights under any such offer or agreement as if this authority had not expired;
THAT subject to paragraph 10(iii) below, all existing authorities given to the Directors pursuant to Section 551 of the 2006 Act by way of the ordinary resolution of the Company passed on Friday 6 May 2022 be revoked by this resolution; and
THAT paragraph 10(ii) above shall be without prejudice to the continuing authority of the Directors to allot shares or grant rights to subscribe for, or convert any security into, shares pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.
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