Intercontinental Hotels Group PLC — Proxy Solicitation & Information Statement 2016

Apr 4, 2016

Admission Card

Annual General Meeting ('AGM') of InterContinental Hotels Group PLC to be held at 11.00am on Friday, 6 May 2016 at InterContinental London Park Lane, One Hamilton Place, Park Lane, London W1J 7QY.

IHG

InterContinental Hotels Group

Shareholder Communications

IHG

InterContinental Hotels Group

+

XX00000000

Shareholder Reference Number

Attendance at the AGM

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

The purpose of this form is to ask how you would like to receive shareholder communications in the 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 Thursday, 31 March 2016, you will be deemed to have agreed to receive shareholder documents via our website (Option 2).

Signature

Date

2625-105-S

Please detach and retain this section before posting.

Do not post with the Form of Proxy and/or the Shareholder Communications form.

Form of Proxy

• InterContinental Hotels Group PLC

XX000000000

Voting ID

XX000000000

Task ID

X X000000000

Shareholder Reference Number

Annual General Meeting ('AGM') of InterContinental Hotels Group PLC to be held at 11.00am on Friday, 6 May 2016. 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)

No. of shares (see note 3 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, 6 May 2016 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 Against Withheld

1 Report and Accounts 2015
2 Directors' Remuneration Report 2015
3 Declaration of final dividend
4a Re-election of Anne Busquet as a Director
4b Re-election of Patrick Cescau as a Director
4c Re-election of Ian Dyson as a Director
4d Re-election of Paul Edgecliffe-Johnson as a Director
4e Re-election of Jo Harlow as a Director
4f Re-election of Luke Mayhew as a Director*
4g Re-election of Jill McDonald as a Director

For	Against	Withheld
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

4h Re-election of Dale Morrison as a Director*
4i Re-election of Richard Solomons as a Director
5 Reappointment of Auditor
6 Remuneration of Auditor
7 Political donations
8 Share consolidation
9 Allotment of shares
10 Disapplication of pre-emption rights
11 Authority to purchase own shares
12 Notice of General Meetings

• Member of the Remuneration Committee

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Explanatory notes relating to Shareholder Communications

1. 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.co.uk/info/register at the foot of the page.
2. If you select Option 2, you do not need to return this form.
3. If you select Option 3, you will receive a paper copy of shareholder documents, including the Annual Report and Form 20-F.
4. The Company's Annual Report and Form 20-F will be available for viewing at the Company's corporate website at www.ihgplc.com/investors
5. 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.
6. Notwithstanding any election, the Company may, at its sole and absolute discretion, send any shareholder documents in paper copy.
7. 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 0371 384 2132 (for calls made from the UK. 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).

Map and directions to 2016 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: Numbers 9, 10, 14, 19, 22, 52, 74, 137 and 414 stop near Hyde Park Corner station.

If using public transport, please call Transport for London on 0343 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

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 0371 384 2132 (for calls made from the UK. 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 votes 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, 4 May 2016 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, 4 May 2016 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, 4 May 2016 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.