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Intercontinental Hotels Group PLC

Proxy Solicitation & Information Statement Feb 26, 2014

5306_agm-r_2014-02-26_0da2faec-5b3e-4d0a-a3fd-e53e5ff87631.pdf

Proxy Solicitation & Information Statement

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Admission Card

Annual General Meeting ('AGM') of InterContinental Hotels Group PLC to be held at 11.00am on Friday, 2 May 2014 at the InterContinental London Park Lane, One Hamilton Place, Park Lane, London W1J 7QY.

Attendance at the AGM

If you attend the AGM, 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.

Voting ID
Task ID
Shareholder Reference Number
Annual General Meeting ('AGM') of InterContinental Hotels Group PLC to be held at 11.00am on Friday, 2 May 2014.
FOR INSTRUCTIONS ON HOW TO COMPLETE THIS FORM, PLEASE READ THE NOTES OVERLEAF.
I/We hereby appoint the Chairman of the AGM or
Name (see note 2 overleaf)
to be my/our proxy to attend, speak and vote on my/our behalf at the AGM of InterContinental Hotels Group PLC to be held at 11.00am on
Friday, 2 May 2014 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)
For
Against Withheld
For
1
Report and Accounts 2013
5j
Re-election of Dale Morrison as a Director
2
Directors' Remuneration Policy
5k
Re-election of Tracy Robbins as a Director
3
Annual Report on Directors' Remuneration 2013
5l
Re-election of Richard Solomons as a Director
4
Declaration of final dividend
5m Re-election of Ying Yeh as a Director
5a
Election of Ian Dyson as a Director

6
Reappointment of Auditor
5b
Election of Paul Edgecliffe-Johnson as a Director
7
Remuneration of Auditor
5c
Election of Jill McDonald as a Director
8
Political donations
5d
Re-election of Patrick Cescau as a Director
9
Allotment of shares
No. of shares (see note 3 overleaf)
Against Withheld
5e
Re-election of David Kappler as a Director*
10
Adoption of new Long Term Incentive Plan rules
5f
Re-election of Kirk Kinsell as a Director
11
Adoption of new Annual Performance Plan rules
5g
Re-election of Jennifer Laing as a Director
12
Disapplication of pre-emption rights
5h
Re-election of Jonathan Linen as a Director
13
Authority to purchase own shares
5i
Re-election of Luke Mayhew as a Director

14
Notice of General Meetings

Map and directions to 2014 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.

Underground

Explanatory notes relating to the completion of the Form of Proxy

  • 1 Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, speak and vote at the AGM. 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.
  • 2 If you wish to appoint someone other than the Chairman of the AGM as your proxy, please insert his/her name and delete 'the Chairman of the AGM or'.
  • 3 You may appoint more than one proxy in relation to your shareholding provided that each proxy is appointed to execute rights attached to a different share or shares. You must complete separate Forms of Proxy for each proxy appointed. 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 excluding UK public holidays) 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.
  • 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 AGM.
  • 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' or '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. If more than one Form of Proxy is received in respect of a joint holding, 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, 30 April 2014 or, if the AGM is adjourned, 48 hours before the time of the adjourned AGM. The appointment of a proxy does not prevent a member from attending the AGM and voting in person.
  • 9 Electronic Proxy Appointment ('EPA') is available for this AGM. 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 overleaf will be required to complete the procedure. EPA will not be valid if received after 11.00am on Wednesday, 30 April 2014 or, if the AGM is adjourned, 48 hours before the time of the adjourned AGM. EPA will not be accepted if found to contain a computer virus.
  • 10 The CREST electronic proxy appointment service is available for this AGM. 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, 30 April 2014 or, if the AGM is adjourned, 48 hours before the time of the adjourned AGM.
  • 11 Certain items will not be permitted in the AGM. These include cameras, recording equipment, items of any nature with potential to cause disorder and such other items as the Chairman of the AGM may specify. We reserve the right to confiscate these items for the duration of the AGM if they are used to record or otherwise disrupt the AGM.

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