Intercontinental Hotels : Notice of AGM 2021

Notice of

Annual General Meeting of

InterContinental Hotels Group PLC

to be held at:

IHG, Broadwater Park, North Orbital Road, Denham, Buckinghamshire UB9 5HR

with a live webcast accessed at https://web.lumiagm.com at 11.30am on Friday, 7 May 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Please read the accompanying Chair's letter carefully, as it contains important information on the arrangements for this year's Annual General Meeting.

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If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) immediately.

If you have sold or otherwise transferred all your shares in InterContinental Hotels Group PLC (the 'Company'), please pass this document and the accompanying Form of Proxy to the stockbroker, bank or other agent through whom you made the sale or transfer for forwarding on to the purchaser or transferee.

As at the date of this Notice of AGM, the UK Government prohibits indoor mixing of different households (except for certain exemptions). Accordingly, shareholders will notbe permitted to attend the AGM in person but can be represented by the Chair of the meeting acting as proxy. Shareholders may also view the AGM via live webcast accessed athttps://web.lumiagm.com, further details on how to join are included below and a user guide is also included as Appendix 1 to this Notice of AGM. Shareholders will be notified of any changes to these arrangements by stock exchange announcement, updates will also be included on the Company's website www.ihgplc.com.

A Form of Proxy for the Annual General Meeting (the 'AGM') of the Company is enclosed and, to be valid, should be completed, signed and returned so as to reach the Company's Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 11.30am on Wednesday, 5 May 2021 (or, if the AGM

is adjourned, 48 hours before the time of the adjourned AGM (excluding any UK non-working days)). Completion and return of the Form of Proxy will not prevent you from attending the AGM and voting in person, if you so wish, should this be permitted under applicable restrictions relating to the COVID-19 pandemic.

Electronic Proxy Appointment is available for this AGM. This facility enables shareholders to lodge their proxy appointment by electronic means through the Registrar's website at www.sharevote.co.uk

or, for those who hold their shares in CREST, through the CREST electronic proxy appointment service. Further details are set out in the notes to this document.

Votes will be taken by poll. The results of the polls will be announced as soon as practicable and will appear on the Company's website at www.ihgplc.com/investors under Shareholder centre in the AGMs and meetings section.

Accessing the AGM Webcast

Lumi AGM can be accessed online using most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the AGM using this method, please go to https://web.lumiagm.com on the day.

Logging In

On accessing the AGM website, you will be asked to enter a Meeting ID which is 110-994-854.

You will then be prompted to enter your unique Shareholder Reference Number (SRN) and PIN which is the first two and last two digits of your SRN. These can be found printed on your Form of Proxy. Access to the meeting via the website will be available from 10:30am on Friday, 7 May 2021.

Broadcast

The meeting will be broadcast with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceeding of the meeting on your device, as well as being able to see the slides of the meeting which will include the resolutions to be put forward to the meeting, these slides will progress automatically as the meeting progresses.

Questions

Shareholders attending electronically may ask questions via the website by typing and submitting their question in writing - select the messaging icon from within the navigation bar and type your question at the bottom of the screen, once finished, press the 'send' icon to the right of the message box to submit your question.

Requirements

An active internet connection is required at all times in order to allow you to submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

Duly appointed proxies and corporate representatives Please contact the Company's registrar before 11:30am on 06/05/2021 on 0371 384 2022 or [phone] if you are calling from outside the UK for your SRN and PIN.

Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales).

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ('AGM') of InterContinental Hotels Group PLC (the 'Company') will be held at IHG, Broadwater Park, North Orbital Road, Denham, Buckinghamshire UB9 5HR with a live webcast accessed at https://web.lumiagm.com on Friday, 7 May 2021 at 11.30am, or at any adjournment thereof, for the following purposes:

Resolutions

To consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 8 will be proposed as ordinary resolutions and numbers 9 to 12 as special resolutions. Explanations of certain resolutions are given on pages 5 to 7 of this Notice of AGM.

1. Report and Accounts 2020

THAT the Company's financial statements, together with the Directors' and the Auditor's Reports for the year ended 31 December 2020, be received.

2. Directors' Remuneration Report 2020

THAT the Directors' Remuneration Report for the year ended

31 December 2020, set out on pages 96 to 111 of the Company's Annual Report and Form 20-F 2020, be received and approved.

3. Election and re-election of Directors

As separate resolutions, THAT (a) Graham Allan, (b) Richard Anderson, (c) Daniela Barone Soares, (d) Duriya Farooqui and (e) Sharon Rothstein be elected; and (f) Keith Barr, (g) Patrick Cescau,

1. Arthur de Haast, (i) Ian Dyson, (j) Paul Edgecliffe-Johnson, (k) Jo Harlow, (l) Elie Maalouf, (m) Jill McDonald and (n) Dale Morrison be re-elected as Directors of the Company.

4. Appointment of Auditor

THAT Pricewaterhouse Coopers LLP be appointed as the Auditor of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.

5. Remuneration of Auditor

THAT the Audit Committee of the Board be authorised to determine the Auditor's remuneration.

6. Political donations

1. THAT the Company, and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect, be authorised for the purposes of Part 14 of the Companies Act 2006 (the '2006 Act'), during the period from the date of the passing of this resolution until the conclusion of the Company's AGM in 2022 or the close of business on
   1 July 2022, whichever is the earlier:
2. 1. to make political donations to political parties and/or independent election candidates;
   2. to make political donations to political organisations other than political parties; and
   3. to incur political expenditure;

provided that the aggregate amount of any such donations and expenditure made by the Company or any subsidiary shall not exceed £100,000;

1. THAT all existing authorisations and approvals relating to political donations or expenditure are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisations or approvals; and
2. THAT words and expressions defined for the purposes of the 2006 Act shall have the same meaning for the purposes of this resolution.

7. Amendment to borrowing limit

THAT, in accordance with Article 110.1 of the Company's Articles of Association (the 'Articles'), the borrowing restrictions of the Company be amended so that the aggregate amount for the time being remaining outstanding of all moneys borrowed by the Group and for the time being owing to persons outside the Group shall not at any time without the previous sanction of an Ordinary Resolution of the Company exceed US$5,000,000,000. Words and expressions defined for the purposes of the Articles shall have the same meaning for the purposes of this resolution.

8. Allotment of shares

1. THAT the Directors be and are hereby generally and unconditionally authorised pursuant to, and in accordance with, Section 551 of the 2006 Act to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in
   the Company:
2. 1. up to an aggregate nominal amount of £12,734,834; and
   2. comprising equity securities, as defined in Section 560 of the 2006 Act, up to an aggregate nominal amount of £12,734,834 (including within such limit any shares issued or rights granted under paragraph (a) above) in connection with an offer by way of a rights issue to:
   3. 1. holders of ordinary shares in the Company in proportion, as nearly as may be practicable, to their existing holdings; and
      2. holders of other equity securities as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever.

This authority shall hereby take effect from the date of the passing of this resolution until the conclusion of the Company's AGM in 2022, or the close of business on 1 July 2022, whichever is the earlier, provided that, in each case, the Company may, before this authority expires, make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Directors may allot shares in the Company or grant rights under any such offer or agreement as if this authority had not expired;

1. THAT subject to paragraph iii below, all existing authorities given to the Directors pursuant to Section 551 of the 2006 Act by way of the ordinary resolution of the Company passed on Thursday, 7 May 2020 be revoked by this resolution; and
2. THAT paragraph ii above shall be without prejudice to the continuing authority of the Directors to allot shares or grant rights to subscribe for, or convert any security into, shares pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement
   was made.

9. Disapplication of pre-emption rights

THAT, subject to the passing of Resolution 8 above, and in place of the power given to them pursuant to the special resolution of the Company passed on Thursday, 7 May 2020, the Board be authorised to allot equity securities (as defined in the 2006 Act) for cash under

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the authority given by Resolution 8 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under Resolution 9i(b), by way of a rights issue only) to or in favour of:
2. 1. holders of ordinary shares in the Company in proportion, as nearly as may be practicable, to their existing holdings; and
   2. holders of other equity securities, as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities; and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever; and
3. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (i) above) up to a nominal amount of £1,910,225, such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 1 July 2022), but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

10. Further disapplication of pre-emption rights

THAT subject to the passing of Resolution 8, the Board be authorised, in addition to any authority granted under Resolution 9, to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,910,225; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of AGM, such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 1 July 2022), but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

11. Authority to purchase own shares

THAT the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of its ordinary shares on such terms and in such manner as the Directors think fit provided that:

1. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 18,321,631;
2. the minimum price which may be paid for each ordinary share is 20340/399 pence per share, being the nominal value of an ordinary share;
3. the maximum price (exclusive of all expenses) which may be paid for each ordinary share is an amount equal to the higher of:
4. 1. 105% of the average of the middle-market quotations of an ordinary share of the Company, as applicable, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
5. the authority hereby conferred shall take effect on the date of the passing of this resolution and shall expire on the conclusion of the Company's AGM in 2022, or at the close of business on 1 July 2022, whichever is the earlier (except in relation to the purchase of ordinary shares the contract for which was concluded before such date and which is executed wholly or partly after such date), unless such authority is renewed prior to such time.

12. Notice of General Meetings

THAT a General Meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice during the period from the date of the passing of this resolution to the date upon which the Company's AGM in 2022 concludes.

By order of the Board	Registered in England and Wales
Nicolette Henfrey	Registered Number:
Company Secretary	5134420
29 March 2021	Registered Office:
	Broadwater Park
	Denham, Buckinghamshire
	UB9 5HR

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Explanation of business

Supporting information on the election and re-election of Directors and an explanation of some of the technical items of business are presented below.

Resolution 2 Directors' Remuneration Report 2020

The Directors' Remuneration Report set out on pages 96 to 111 of the Company's Annual Report and Form 20-F for the year ended 31 December 2020 sets out how the Directors' Remuneration Policy was implemented in 2020 and the resulting payments each of the Executive Directors received. The vote on the Directors' Remuneration Report is an annual requirement of the 2006 Act.

In accordance with the 2006 Act, the vote on the Directors' Remuneration Report is advisory in nature, which means that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed. The Company's Auditor, Ernst & Young LLP, has audited those parts of the Directors' Remuneration Report that are required to be audited.

Resolutions 3(a) to 3(n) Election and Re-election of Directors

The Articles require annual retirement and re-election of Directors at the AGM. Graham Allan, Duriya Farooqui and Sharon Rothstein were appointed to the Board as Non-Executive Directors with effect from 1 September 2020, 7 December 2020 and 1 June 2020 respectively and are therefore seeking formal election for the first time. The Company also announced on 23 February 2021 that Richard Anderson and Daniela Barone Soares were appointed to the Board as Non-Executive Directors with effect from 1 March 2021. Accordingly they are also seeking election for the first time.

In reviewing the recommendations of the Nomination Committee concerning the election of each of Graham Allan, Richard Anderson, Daniela Barone Soares, Duriya Farooqui and Sharon Rothstein as a Non-Executive Director, the Board concluded that each of them is independent in character and judgment and that their skills and experience in the businesses and sectors in which they have worked would benefit the Board. Accordingly, the Board unanimously recommends their election.

The Company announced on 23 February 2021 that Anne Busquet will retire from the Board with effect from the end of the AGM. Accordingly Anne is not seeking re-election at the AGM.

All other Directors are retiring and seeking re-election at this AGM.

Following internal performance assessments of the Directors, the Board has concluded that each of the Directors proposed to be elected or re-elected continues to contribute effectively and to demonstrate commitment to their respective roles, including devoting the necessary time.

Accordingly, the contribution of each Director seeking election or re-election is considered to be important to the Company's long-term sustainable success.

Each election and re-election will be put as a separate resolution. The Board believes that the proposed composition of the Board provides an appropriate balance of Executive Directors and independent Non-Executive Directors who collectively have the appropriate balance of skills, experience, independence, knowledge and diversity to enable the Board to discharge its duties and responsibilities effectively.

The Board as a whole is fully committed to the successful development of the business, to meeting the Company's strategic objectives and to the delivery of shareholder value.

Biographies of all current Directors (except for Richard Anderson and Daniela Barone Soares, which are included below), including details of their contribution to the Board, are shown on pages 76 to 79 of the Company's Annual Report and Form 20-F for the year ended 31 December 2020. Biographies of all current Directors, including Richard Anderson and Daniela Barone Soares, are also on the Company's website at www.ihgplc.com/about-us under Our leadership.

It is noted that both Daniela Barone Soares and Jo Harlow are currently also Independent Non-Executive Directors of Halma plc ('Halma'), however the Board does not consider either of their independence as Non-Executive Directors of the Company to be impaired as Daniela will not stand again for re-election as a Director of Halma.

The Board recommends that all Directors seeking election or re-election continue to serve as Directors of the Company1.

Biography of Richard Anderson - appointed to the Board from 1 March 2021

Skills and experience

Richard is the former Chief Executive Officer of US railroad company Amtrak. He previously spent more than 25 years in the aviation industry, last holding the position of Executive Chairman of the Board of Directors at Delta Air Lines having formerly been Chief Executive Officer. Prior to this, he was President of UnitedHealth Group Commercial Markets. He has also served as Chief Executive Officer and Chief Operating Officer at Northwest Airlines and held senior roles at Continental Airlines.

Board contribution

Richard has extensive experience of building and leading strong businesses that provide high-quality experiences for customers. He brings to the Board in-depth knowledge of the travel landscape both globally and in the US, as well as significant board-level experience.

Other appointments

Richard is a Director of Cargill Inc. and is on the Board of Directors at Genesis Park Acquisition Corp., and Medtronic Inc. In addition, he is Advisory General Counsel to Cloverfield LLC and a Member of the Stakeholders Committee of Bridgewater Associates LP.

Biography of Daniela Barone Soares - appointed to the Board from 1 March 2021

Skills and experience

Daniela is currently Chief Executive Officer of Snowball Impact Management Ltd. She was formerly Chief Executive Officer of financial advisory and strategic consultancy, Granito Group. Prior to this, she was Chief Executive Officer at Impetus, a private equity foundation that works with charities to transform the lives of disadvantaged young people. She has served in various commercial and non-profit boards and advisory boards, including Evora S.A. in Brazil and the UK National Advisory Board to the G8 Social Impact Investment Taskforce. She also spent nearly 15 years combined in roles at Save the Children, BancBoston Capital, Citibank and Goldman Sachs. Daniela was previously Chair and Executive Chair of Gove digital, a private social technology business that helps the public sector to improve social services in Brazil.

Board contribution

Daniela brings to the Board a clear commitment to ESG responsibilities and in-depth knowledge of the role of technology in driving change.

1 As at the date of this Notice of AGM, the Company's Registered Office is closed. Accordingly copies of contracts of service or letters of appointment for each of the Directors will be available to members for inspection on request. Requests should be sent by email to [e-mail].

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