Intercontinental Hotels Group PLC

AGM Information • May 8, 2024

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author: Usmani, Sophia
date: 2023-05-03 21:15:00+00:00

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COMPANY NUMBER 5134420

COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

INTERCONTINENTAL HOTELS GROUP PLC

PASSED ON 3 MAY 2024

At the ANNUAL GENERAL MEETING of InterContinental Hotels Group PLC, duly convened and held on 3 May 2024 at Kimpton Fitzroy,1-8 Russell Square, London WC1B 5BE, the following Resolutions were duly passed:

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AS ORDINARY RESOLUTIONS.
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| 8. ALLOTMENT OF SHARES
| 8. 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 £11,418,225; and

comprising equity securities, as defined in Section 560 of the 2006 Act, up to an aggregate nominal amount of £11,418,225 (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 2025, or the close of business on 1 July 2025, 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 8(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 5 May 2023 be revoked by this resolution; and

THAT paragraph 8(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 £11,418,225; and

comprising equity securities, as defined in Section 560 of the 2006 Act, up to an aggregate nominal amount of £11,418,225 (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 2025, or the close of business on 1 July 2025, 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 8(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 5 May 2023 be revoked by this resolution; and

THAT paragraph 8(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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