Intercontinental Hotels Group PLC — Proxy Solicitation & Information Statement 2012

Mar 21, 2012

Admission Card

Annual General Meeting of InterContinental Hotels Group PLC to be held at 11.00am on Friday, 25 May 2012 at The Brewery, Chiswell Street, London EC1Y 4SD.

IHG®

InterContinental Hotels Group

Attendance at the Annual General Meeting

If you attend the Meeting, please bring this card with you to show as evidence of your right to be admitted.

Notes

1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, speak and vote at the Meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to attend, speak and vote on his/her behalf.
2. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please insert his/her name and delete 'the Chairman of the Meeting or'.
3. To appoint more than one proxy, you may copy this form or (an) additional proxy form(s) may be obtained by contacting the Company's Registrar, Equiniti, on 0871 384 2132 (for calls made from the UK. Calls to this number are charged at 8p per minute from a BT landline. Other providers' costs may vary) or +44 (0) 121 415 7034 (for calls made from outside the UK). Please indicate in the box next to the proxy holder's name the number of shares in relation to which he/she is authorised to act as your proxy. Please also indicate by ticking the additional box provided if the proxy instruction is one of a number of separate instructions being given. All forms must be signed and should be returned to Equiniti together.
4. Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/she withholds a vote on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the Meeting.

5. The 'Withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.

6. A corporation must seal the Form of Proxy or have it signed by an officer, an attorney or another person authorised to sign it.

7. In the case of joint holders, only one need sign the Form of Proxy, but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
8. To be valid the Form of Proxy must reach the Company's Registrar, Equiniti, by no later than 11.00am on Wednesday, 23 May 2012 or, if the Meeting is adjourned, 48 hours before the time of the adjourned Meeting. The appointment of a proxy does not prevent a member from attending the Meeting and voting in person.
9. Electronic Proxy Appointment ('EPA') is available for this Meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown below will be required to complete the procedure. EPA will not be valid if received after 11.00am on Wednesday, 23 May 2012 or, if the Meeting is adjourned, 48 hours before the time of the adjourned Meeting. EPA will not be accepted if found to contain a computer virus.
10. The CREST electronic proxy appointment service is available for this Meeting. To use this service CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST Manual, so as to reach the Company's Registrar, Equiniti, (CREST participant ID RA19) by no later than 11.00am on Wednesday, 23 May 2012 or, if the Meeting is adjourned, 48 hours before the time of the adjourned Meeting.

Please detach and retain this section. Do not post with the Form of Proxy.

Please detach and post this section.

InterContinental Hotels Group PLC

Form of Proxy

2625-067-S

Voting ID

TAX ID

Shareholder Reference Number

Annual General Meeting of InterContinental Hotels Group PLC to be held at 11.00am on Friday, 25 May 2012.

I/We hereby appoint the Chairman of the Meeting or

Name (see note 2 above)

No. of shares (see note 3 above)

to be my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of InterContinental Hotels Group PLC to be held at 11.00am on Friday, 25 May 2012 and at any adjournment thereof. I/We request my/our proxy to vote in the manner indicated below:

☐ Please tick here to indicate if this proxy instruction is one of a number of separate instructions being given (see note 3 above).

Date

Signature (see notes 6 and 7 above)

Resolutions (see notes 4 and 5 above)

1. Receipt of financial statements
2. Approval of Directors' Remuneration Report
3. Declaration of final dividend
   4a. Election of Luke Mayhew¹ as a Director
   4b. Election of Dale Morrison as a Director
   4c. Election of Tracy Robbins as a Director
   4d. Election of Thomas Singer as a Director
   4e. Re-election of Graham Allan as a Director
   4f. Re-election of David Kappler¹ as a Director
   4g. Re-election of Kirk Kinsell as a Director
   4h. Re-election of Jennifer Laing as a Director

For Against Withheld

4i. Re-election of Jonathan Linen¹ as a Director
4j. Re-election of Richard Solomons as a Director
4k. Re-election of David Webster as a Director
4l. Re-election of Ying Yeh¹ as a Director
5. Reappointment of Ernst & Young LLP as Auditors
6. Authority to set Auditors' remuneration
7. Political donations
8. Allotment of shares
9. Disapplication of pre-emption rights
10. Authority to purchase own shares
11. Notice of General Meetings

For Against Withheld

1 Member of the Remuneration Committee

If you prefer to return the Form of Proxy in an envelope, then please do so using the following address: Equiniti, FREEPOST SEA 10846, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland.

---

RESPONSE SERVICE NO. NAT 15577

©

E

How to get there

The map shows the location of The Brewery, Chiswell Street, London EC1Y 4SD where the Annual General Meeting of InterContinental Hotels Group PLC will be held.

Directions

Underground: The nearest tube stations to The Brewery are Moorgate and Barbican. If using Moorgate station, take Exit Moorgate West side, following signs for Finsbury Square and turn left out of the station. Walk along Moorgate and Chiswell Street will be the second street on the left. If using Barbican station, exit the station and cross Aldersgate Street in front of you. Walk through the road tunnel (Beech Street) which leads on to Chiswell Street.

Bus: Buses 21, 43, 76, 141, 153, 205, 214 and 271 stop near Chiswell Street.

Parking: Nearby car parks are located at Beech Street, Finsbury Square, London Wall and Aldersgate Street. If using public transport, please call Transport for London on 0843 222 1234 or visit their website, www.tfl.gov.uk, for the best route for you.

• Underground
• National Rail
• Parking

Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6LF