Intercontinental Hotels Group PLC — Proxy Solicitation & Information Statement 2020

Apr 1, 2020

Admission Card

Annual General Meeting (AGM) of InterContinental Hotels Group PLC to be held at 11.00am on Thursday, 7 May 2020 at IHG, Broadwater Park, North Orbital Road, Denham, Buckinghamshire UB9 5HR.

IHG

InterContinental

Hotels Group

Attendance at the AGM

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

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

Form of Proxy

InterContinental Hotels Group PLC

XX000000000

Voting ID

XX000000000

Task ID

XX000000000

Shareholder Reference Number

IHG

InterContinental

Hotels Group

2625-140-s

Annual General Meeting (AGM) of InterContinental Hotels Group PLC to be held at 11.00am on Thursday, 7 May 2020.

FOR INSTRUCTIONS ON HOW TO COMPLETE THIS FORM, PLEASE READ THE NOTES OVERLEAF.

I/We hereby appoint the Chair 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 Thursday, 7 May 2020 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
1	Report and Accounts 2019	☐ ☐ ☐
2	Directors' Remuneration Policy	☐ ☐ ☐
3	Directors' Remuneration Report 2019	☐ ☐ ☐
4a	Election of Arthur de Haast as a Director*	☐ ☐ ☐
4b	Re-election of Keith Barr as a Director	☐ ☐ ☐
4c	Re-election of Anne Busquet as a Director	☐ ☐ ☐
4d	Re-election of Patrick Cescau as a Director	☐ ☐ ☐
4e	Re-election of Ian Dyson as a Director*	☐ ☐ ☐
4f	Re-election of Paul Edgecliffe-Johnson as a Director	☐ ☐ ☐
4g	Re-election of Jo Harlow as a Director*	☐ ☐ ☐
4h	Re-election of Elie Maalouf as a Director	☐ ☐ ☐
4i	Re-election of Luke Mayhew as a Director	☐ ☐ ☐
4j	Re-election of Jill McDonald as a Director	☐ ☐ ☐
4k	Re-election of Dale Morrison as a Director*	☐ ☐ ☐
5	Reappointment of Auditor	☐ ☐ ☐
6	Remuneration of Auditor	☐ ☐ ☐
7	Political donations	☐ ☐ ☐
8	Amendment of Long Term Incentive Plan Rules	☐ ☐ ☐
9	Allotment of shares	☐ ☐ ☐
10	Disapplication of pre-emption rights	☐ ☐ ☐
11	Further disapplication of pre-emption rights	☐ ☐ ☐
12	Authority to purchase own shares	☐ ☐ ☐
13	Notice of General Meetings	☐ ☐ ☐
14	Adoption of new Articles of Association	☐ ☐ ☐

• Member of the Remuneration Committee.

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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 Chair of the AGM as your proxy, please insert his/her name and delete 'the Chair 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. Calls to this number cost 8 pence per minute plus network extras. Lines open 8.30am to 5.30pm, Monday to Friday, excluding public holidays in England and Wales). 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 Tuesday, 5 May 2020 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 Tuesday, 5 May 2020 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 Tuesday, 5 May 2020 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 Chair 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.