Intercontinental Hotels Group PLC — AGM Information 2012

May 25, 2012

COMPANY NUMBER 5134420

COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

SPECIAL BUSINESS

OF

INTERCONTINENTAL HOTELS GROUP PLC

PASSED ON 25 MAY 2012

At the ANNUAL GENERAL MEETING of InterContinental Hotels Group PLC, duly convened and held on 25 May 2012, the following resolutions relating to special business were duly passed:

AS ORDINARY RESOLUTIONS:

7 POLITICAL DONATIONS

i THAT the Company, and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect, be authorised for the purposes of Part 14 of the Companies Act 2006 (the “2006 Act”), during the period from the date of the passing of this resolution to the date upon which the Company’s Annual General Meeting in 2013 concludes or on 1 July 2013, whichever is the earlier:

(a) to make political donations to political parties, and/or independent election candidates;

(b) to make political donations to political organisations other than political parties; and

1. to incur political expenditure,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000;

ii THAT all existing authorisations and approvals relating to political donations or expenditure are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval; and

iii THAT words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

8 ALLOTMENT OF SHARES

i 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 or to grant rights to subscribe for, or to convert any security into, shares in the Company:

(a) up to an aggregate nominal amount of £13,201,417; and

(b) comprising equity securities, as defined in Section 560 of the 2006 Act, up to a nominal amount of £26,402,834 (including within such limit any shares issued or rights granted under paragraph (a) above) in connection with an offer by way of a rights issue:

(1) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

(2) to holders of other 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 to the date upon which the Company’s Annual General Meeting in 2013 concludes or on 1 July 2013, 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;

ii subject to paragraph 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, 27 May 2011 be revoked by this resolution; and

iii paragraph 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.

AS SPECIAL RESOLUTIONS:

9 DISAPPLICATION OF PRE-EMPTION RIGHTS:

THAT, subject to the passing of Resolution 8 above, and in place of the power given to them pursuant to the special resolution of the Company passed on Friday, 27 May 2011, the Directors shall be given the power pursuant to Sections 570 and 573 of the 2006 Act to allot equity securities (as defined in Section 560 of the 2006 Act) for cash pursuant to the authority given by Resolution 8 as if Section 561 of the 2006 Act did not apply to the allotment, but this power shall be limited:

i to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under Resolution 8i(b), by way of a rights issue only) to or in favour of:

(a) holders of ordinary share in proportion (as nearly as may be practicable) to their existing holdings; and

(b) holders of other equity securities, if this is 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; and

ii in the case of the authority granted under Resolution 8i(a), to the allotment (otherwise than under paragraph i above) of equity securities up to an aggregate nominal amount of £1,980,213.

This authority shall hereby take effect from the date of the passing of this resolution to the date upon which the Company’s Annual General Meeting in 2013 concludes or on 1 July 2013, whichever is the earlier, provided that before this authority expires the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after this authority expires and the Directors may allot equity securities under any such offer or agreement as if this authority had not expired.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of Section 560(3) of the 2006 Act as if in the first paragraph of this resolution the words “pursuant to the authority given by Resolution 8” were omitted.

10 AUTHORITY TO PURCHASE OWN SHARES:

THAT the Company is hereby generally and unconditionally authorised to make market purchases (as defined in Section 693 of the 2006 Act) for the purpose of Section 701 of the 2006 Act of ordinary shares on such terms and in such manner as the Directors think fit provided that:

i the maximum aggregate number of ordinary shares hereby authorised to be purchased is 29,084,373;

ii the minimum price which may be paid for each ordinary share is 1329/47p per share;

iii the maximum price (exclusive of all expenses) which may be paid for each ordinary share is an amount equal to the higher of (a) 105 per cent of the average of the middle market quotations for the Company’s ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; or (b) that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulations 2003; and

iv the authority hereby conferred shall take effect on the date of the passing of this resolution and shall expire on the date upon which the Company’s Annual General Meeting in 2013 concludes or on 1 July 2013, whichever is the earlier (except in relation to the purchase of ordinary shares the contract for which was concluded before such date and which is executed wholly or partly after such date), unless such authority is renewed prior to such time.

11 NOTICE OF GENERAL MEETINGS:

THAT a General Meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice during the period from the date of the passing of this resolution to such authority expiring on the date upon which the Company’s Annual General Meeting in 2013 concludes.

Nicolette Henfrey

Deputy Company Secretary & Head of Corporate Legal