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Intercontinental Hotels Group PLC Proxy Solicitation & Information Statement 2013
5306_agm-r_2013-03-20_53379b2f-feb0-4595-8eae-1ad13b2882ad.pdf
Proxy Solicitation & Information Statement
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Admission Card
IHG
InterContinental Hotels Group
Innue
+
Shareholder
Communications
IHG
InterContinental Hotels Group
Annual General Meeting of InterContinental Hotels Group PLC
to be held at 11.00am on Friday, 24 May 2013
at the InterContinental London Park Lane,
One Hamilton Place, Park Lane, London W1J 7QY.
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.
Please detach and retain this section before posting.
Do not post with the Form of Proxy and/or the Shareholder Communications form.
- Shareholder
The purpose of this form is to ask how you would like to receive shareholder communications in future. Please choose one of the following options:
Option 1 To receive email notifications when shareholder documents are available on our website at www.ihgplc.com
→ Register at www.shareview.co.uk
Option 2 To receive written notifications by post (website) when shareholder documents are available on our website at www.ihgplc.com
→ No action required
Option 3 To continue to receive paper shareholder (paper) documents through the post.
☐ Tick box and return this form to our registrar, Equiniti, in the reply paid envelope provided.
Please see overleaf for further information.
If we do not hear from you by 17 April 2013, you will be deemed to have agreed to receive shareholder documents via our website (Option 2).
Signature
Date
2625-078-S
+
Form of Proxy
InterContinental Hotels Group PLC
Voting ID
Task ID
Shareholder Reference Number
IHG
InterContinental Hotels Group
2625-076-S
Annual General Meeting of InterContinental Hotels Group PLC to be held at 11.00am on Friday, 24 May 2013.
FOR INSTRUCTIONS ON HOW TO COMPLETE THIS FORM, PLEASE READ THE NOTES OVERLEAF.
I/We hereby appoint the Chairman of the Meeting or
Name (see note 2 overleaf)
No. of shares (see note 3 overleaf)
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, 24 May 2013 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 multiple instructions being given (see note 3 overleaf).
Date
Signature (see notes 6 and 7 overleaf)
Resolutions (see notes 4 and 5 overleaf)
| Resolutions (see notes 4 and 5 overleaf) | For | Against | Withheld |
|---|---|---|---|
| 1 Receipt of Financial Statements | ☐ | ☐ | ☐ |
| 2 Approval of Directors' Remuneration Report | ☐ | ☐ | ☐ |
| 3 Declaration of final dividend | ☐ | ☐ | ☐ |
| 4a Election of Patrick Cescau as a Director | ☐ | ☐ | ☐ |
| 4b Re-election of David Kappler^{e} as a Director | ☐ | ☐ | ☐ |
| 4c Re-election of Kirk Kinsell as a Director | ☐ | ☐ | ☐ |
| 4d Re-election of Jennifer Laing as a Director | ☐ | ☐ | ☐ |
| 4e Re-election of Jonathan Linen^{e} as a Director | ☐ | ☐ | ☐ |
| 4f Re-election of Luke Mayhew^{e} as a Director | ☐ | ☐ | ☐ |
| 4g Re-election of Dale Morrison as a Director | ☐ | ☐ | ☐ |
| 4h Re-election of Tracy Robbins as a Director | ☐ | ☐ | ☐ |
| 4i Re-election of Tom Singer as a Director | ☐ | ☐ | ☐ |
| 4j Re-election of Richard Solomons as a Director | ☐ | ☐ | ☐ |
| 4k Re-election of Ying Yeh^{e} 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 | ☐ | ☐ | ☐ |
| *Member of the Remuneration Committee | ☐ | ☐ | ☐ |
Explanatory notes relating to Shareholder Communications
- If you select Option 1, please visit www.shareview.co.uk, register for a Shareview portfolio and select 'electronic' as your preferred method of delivery of the Company's communications. The terms and conditions of the Shareview service are available online at www.shareview.info/terms.
- If you select Option 2, you do not need to return this form.
- If you select Option 3, you will receive a paper copy of shareholder documents, including the Annual Report and Financial Statements.
- The Company's Annual Report and Financial Statements will be available for viewing at the Company's corporate website www.ihgplc.com.
- The reply paid envelope may be used to return both this form and the Form of Proxy. If posted outside the United Kingdom, you will need to pay the postage.
- Notwithstanding any election, the Company may, at its sole and absolute discretion, send any shareholder documents in paper copy.
- You have the right to request a paper copy of any shareholder document or change your election at any time by contacting the Company's Registrar, Equiniti, on 0871 384 2132 (for calls made from the UK. Calls to this number cost 8 pence per minute plus network extras. Lines open 8.30am to 5.30pm, Monday to Friday) or +44 (0) 121 415 7034 (for calls made from outside the UK).
Map and directions to 2013 AGM venue
InterContinental London Park Lane, One Hamilton Place, Park Lane, London W1J 7QY
Directions
Underground: The nearest tube station to the hotel is Hyde Park Corner (Piccadilly line). If using this station, take Exit 2, following signs for Piccadilly. Then go down the Park Lane subway, following signs for Piccadilly. You will exit the subway directly outside the hotel.
Bus: Buses 10, 74, 137, 414 stop near Hyde Park Corner station. 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.
Explanatory notes relating to the completion of the Form of Proxy
- 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 one or more proxies, who need not be a member, to attend, speak and vote on his/her behalf.
- 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'.
- 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 cost 8 pence per minute plus network extras. Lines open 8.30am to 5.30pm, Monday to Friday) 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 multiple instructions being given. All forms must be signed and should be returned to Equiniti together in the reply paid envelope provided.
- 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.
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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.
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A corporation must seal the Form of Proxy or have it signed by an officer, an attorney or another person authorised to sign it.
- 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.
- To be valid the Form of Proxy must reach the Company's Registrar, Equiniti, by no later than 11.00am on Wednesday, 22 May 2013 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.
- 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, 22 May 2013 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.
- 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, 22 May 2013 or, if the Meeting is adjourned, 48 hours before the time of the adjourned Meeting.