S-8

As filed with the Securities and Exchange Commission on March 10, 2021

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

InterContinental Hotels Group PLC

(Exact name of registrant as specified in its charter)

England and Wales		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	Broadwater Park Denham, Buckinghamshire UB9 5HR United Kingdom +44 0 1895 5120000
(Address of principal executive offices, including zip code)

InterContinental Hotels Group PLC Colleague Share Plan

(Full title of the plan)

	Nimesh Patel InterContinental Hotels Group PLC Three Ravinia Drive, Suite 100 Atlanta, Georgia 30346-2149 Tel: (770) 604-2930
(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer  ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐
	Emerging growth company ☐

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Ordinary Shares, par value 20340/399 pence per share	250,000	$68.14	$17,035,000.00	$1,858.52

(1) This Registration Statement on Form S-8 (this “Registration Statement”) covers Ordinary Shares, 20³⁴⁰/₃₉₉ pence par value per share of InterContinental Hotels Group PLC (the “Company” or “Registrant”) (i) authorized for issuance under the InterContinental Hotels Group PLC Colleague Share Plan (the “Plan”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional Ordinary Shares that may become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction.

(2) Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for an Ordinary Share on the London Stock Exchange on March 5, 2021 (£49.25), converted to U.S. Dollars at the currency cross rate at the close of the New York Stock Exchange on March 5, 2021, as reported in the Wall Street Journal (£1 = $1.3836).

(3) Rounded up to the nearest penny.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     Omitted pursuant to the instructions and provisions of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information

     Omitted pursuant to the instructions and provisions of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated herein by reference:

(a)       The InterContinental Hotels Group PLC Annual Report and Form 20-F for the year ended December 31, 2020, filed with the Commission on March 4, 2021 (the “Form 20-F”);

(b)       All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2020; and

(c)       The description of the Registrant’s Ordinary Shares of 20³⁴⁰/₃₉₉ pence per share (“Ordinary Shares”) and American Depositary Shares, each representing one Ordinary Share, evidenced by American Depositary Receipts, contained in the Registrant’s Registration Statement on Form F-6, as filed with the Commission on April 15, 2015 and on the Form 20-F (as applicable).

In addition, all filings on Form 20-F filed by the Registrant pursuant to the Exchange Act after the date of this Registration Statement and prior to the termination of the distribution contemplated hereby are incorporated by reference in this Registration Statement from the date of filing such documents or reports. Also, to the extent designated therein, Reports on Form 6-K filed or furnished by the Registrant after the date hereof and prior to the termination of the distribution contemplated hereby are incorporated by reference in this Registration Statement from the date of filing or furnishing such documents or reports.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of the post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article 156.1 of the Registrant’s Articles of Association provides:

“Subject to the provisions of, and so far as may be permitted by and consistent with, the Statutes and rules made by the UK Listing Authority, every Director and officer of the Company and of each of the Associated Companies of the Company shall be indemnified by the Company out of its own funds against:

156.1.1 any liability incurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company or any Associated Company of the Company in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers other than:

(i)       any liability to the Company or any Associated Company; and

(ii)      any liability of the kind referred to in Section 234(3) of the Companies Act 2006; and

156.1.2 any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.

Such indemnity shall extend to liabilities arising after a person ceases to be a Director or an officer of the Company in respect of acts or omissions while he was a Director or an officer if such acts or omissions would have been indemnified had the relevant person remained a Director or officer, as the case may be.”

Article 156.2 of the Registrant’s Articles of Association provides:

“Subject to the Companies Acts and rules made by the UK Listing Authority the Company may indemnify a Director of the Company and any Associated Company of the Company if it is the trustee of an occupational pension scheme (within the meaning of Section 235(6) of the Companies Act 2006).”

Article 156.3 of the Registrant’s Articles of Association provides:

“Where a Director or officer is indemnified against any liability in accordance with this Article 156, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto.”

Article 156.4 of the Registrant’s Articles of Association provides:

“In this Article 156 “Associated Company” shall have the meaning given thereto by Section 256 of the Companies Act 2006.”

Section 232 of the Companies Act 2006 provides:

(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—

(a) section 233 (provision of insurance), 

(b) section 234 (qualifying third party indemnity provision), or  

(c) section 235 (qualifying pension scheme indemnity provision).

(3) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise.

(4) Nothing in this section prevents a company's articles from making such provision as has previously been lawful for dealing with conflicts of interest.

Section 233 of the Companies Act 2006 provides:

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

Section 234 of the Companies Act 2006 provides:

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under—section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Section 235 of the Companies Act 2006 provides:

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company's activities as trustee of the scheme.  Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose—

(a) a conviction becomes final—

(i) if not appealed against, at the end of the period for bringing an appeal, or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

Section 236 of the Companies Act 2006 provides:

(1) This section requires disclosure in the directors' report of—

(a)	qualifying third party indemnity provision, and
(b)	qualifying pension scheme indemnity provision.

   Such provision is referred to in this section as “qualifying indemnity provision”.

(2) If when a directors' report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

(3) If at any time during the financial year to which a directors' report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

(4) If when a directors' report is approved and a qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

(5) If at any time during the financial year to which a directors' report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force.

Section 1157 of the Companies Act 2006 provides:

(1) If in proceedings for negligence, default, breach of duty or breach of trust against—

(a)	an officer of a company, or
(b)	a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—

(a)	he may apply to the court for relief, and
(b)	the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number
4.1	Articles of Association of the Company (incorporated by reference to Exhibit 1 of the InterContinental Hotels Group PLC Annual Report on Form 20-F for the year ended December 31, 2020 (File No. 001-10409) filed on March 4, 2021.
5.1*	Opinion of Davis Polk & Wardwell London LLP, as to the validity of the securities being registered.
23.1*	Consent of Ernst & Young LLP
23.2*	Consent of Davis Polk & Wardwell London LLP (included in Exhibit 5.1)
24*	Power of Attorney (included on signature page).
99*	Rules of the InterContinental Hotels Group PLC Colleague Share Plan.

*Filed herewith.

Item 9. Undertakings.

(a)       The undersigned Registrant hereby undertakes:

(1)       To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)       To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)       To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 % change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement; and

(iii)       To include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)       That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)       The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)       Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, England on March 10, 2021.

InterContinental Hotels Group PLC
By:	/s/ Paul Edgecliffe-Johnson
	Name:	Paul Edgecliffe-Johnson
	Title:	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Keith Barr, Paul Edgecliffe-Johnson and Nicolette Henfrey, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable InterContinental Hotels Group PLC to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, including, specifically, but without limitation, power and authority to sign the name of the undersigned to any such registration statement, and any amendments to any such registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature	Title	Date
/s/ Keith Barr	Director and Chief Executive Officer	March 10, 2021
Keith Barr	(principal executive officer)
/s/ Paul Edgecliffe-Johnson	Director and Chief Financial Officer	March 10, 2021
Paul Edgecliffe-Johnson	(principal financial and accounting officer)
/s/ Elie Maalouf		March 10, 2021
Elie Maalouf	Director
/s/ Ian Dyson		March 10, 2021
Ian Dyson	Director
/s/ Jo Harlow		March 10, 2021
Jo Harlow	Director
/s/ Jill McDonald		March 10, 2021
Jill McDonald	Director
/s/ Graham Allan		March 10, 2021
Graham Allan	Director
/s/ Arthur de Haast		March 10, 2021
Arthur de Haast	Director
/s/ Nimesh Patel		March 10, 2021
Nimesh Patel	U.S. Duly Authorized Representative

EX-5.1

Exhibit 5.1

New York
Menlo Park
Washington DC
São Paulo
London Paris
Madrid
Tokyo
Beijing
Hong Kong

 

Davis Polk & Wardwell London LLP 5 Aldermanbury Square
London EC2V 7HR 020 7418 1300 tel 020 7418 1400 fax

10 March 2021

InterContinental Hotels Group PLC

Broadwater Park

Denham

Buckinghamshire

UB9 5HR

Ladies and Gentlemen

InterContinental Hotels Group PLC - Registration Statement on Form S-8

We are acting as advisers as to English law to InterContinental Hotels Group PLC, a public company limited by shares incorporated under the laws of England and Wales with company number 5134420 (the “Company”), in connection with its preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed on 10 March 2021 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) with respect to up to 250,000 ordinary shares of 20^340/399 pence each of the Company (the “Ordinary Shares”) which may be issued from time to time pursuant to equity awards granted under the InterContinental Hotels Group PLC Colleague Share Plan (the “Plan”).

Documents Reviewed

For the purposes of giving this opinion, we have examined the documents listed in Schedule 1 to this opinion. Terms defined in the Schedules have the same meaning where used in this opinion (including, for the avoidance of doubt, the Schedules).

Nature of Opinion and Observations

This opinion is confined to matters of English law as at the date of this opinion and this opinion and any non-contractual obligations arising out of or in relation to it are governed by and shall be construed in accordance with English law. Accordingly, we express no opinion with regard to any system of law other than English law as currently applied by the English courts. To the extent that the laws of any other jurisdiction (including, without limitation, the federal laws of the United States of America or the laws of the State of New York) may be relevant, we have made no independent investigation thereof, and our opinion is subject to the effect of such laws. By accepting this opinion you irrevocably agree and accept that the courts of England shall have exclusive jurisdiction to hear and determine any dispute or claim arising out of or in connection with this opinion or its formation, including, without limitation, (i) the creation, effect or interpretation of, or the legal relationships established by, this opinion and (ii) any non-contractual obligations arising out of or in connection with this opinion.

InterContinental Hotels Group PLC 2 10 March 2021

We assume no obligation to notify you of any future changes in law (including any changes occurring as a result of the United Kingdom withdrawing from the European Union), which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.

We have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in any documents referred to in this opinion or in any related documents are accurate, complete or reasonable.

Opinion

On the basis of our examination of the documents listed in Schedule 1 to this opinion and the other matters referred to above, and subject to the assumptions in Schedule 2 to this opinion, the qualifications in Schedule 3 to this opinion and any matters not disclosed to us, we are of the opinion that following: (a) compliance by the Company with its obligations under the rules of the Plan; and (b) the due allotment and issue by the Company of such of the Ordinary Shares as will be issued as new shares pursuant to and in accordance with the rules of the Plan and against payment in full of the agreed “cash consideration” (as such term is defined in section 583(3) of the Companies Act 2006) of not less than the nominal value of each such Ordinary Share, and subject to the Company’s articles of association not being materially altered prior to the allotment and issue of any such Ordinary Shares, those new Ordinary Shares will be validly issued, fully paid and no further contribution in respect of such Ordinary Shares will be required to be made to the Company by the holders of such shares by reason solely of them being such holders.

General

This opinion is addressed to you in relation to the Registration Statement to be filed under the Act and may not be used or relied upon for any other purpose.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.

Yours faithfully

/s/ Davis Polk & Wardwell London LLP

InterContinental Hotels Group PLC 3 10 March 2021

SCHEDULE 1

DOCUMENTS EXAMINED

For the purposes of this opinion, we have examined the following documents:

1. a copy of the Registration Statement to be filed under the Act;

2. a copy of the Plan; and

3. a certificate from the secretary of the Company dated 10 March 2021 and the documents annexed thereto (the “Certificate”).

InterContinental Hotels Group PLC 4 10 March 2021

SCHEDULE 2

ASSUMPTIONS

For the purposes of this opinion, we have (with your consent and without further enquiry) assumed:

1. all documents submitted to us as originals are authentic and complete;

2. all documents submitted to us as copies, whether in physical or electronic form, conform to authentic, complete originals and, where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen;

3. all signatures (whether in physical or electronic form), stamps and seals on all documents that we reviewed are genuine and the person who affixed any signature (whether in physical or electronic form) to any document is the person whose signature it purports to be or a person who had the authority of the person whose signature it purports to be to do so;

4. each of the statements contained in the Certificate is true and correct as at the date of the Certificate and as at the date hereof and will be as at the time of the allotment and issue of any Ordinary Shares or grant of rights to subscribe for, or convert any security into, Ordinary Shares;

5. that the directors of the Company, in authorising any allotment of Ordinary Shares or grant of rights to subscribe for, or convert any security into, Ordinary Shares, have exercised and will exercise their powers in accordance with their duties under all applicable laws and the articles of association of the Company in force at the relevant time, and that all such further meetings of the board of directors of the Company or any duly authorised and constituted committee of the board of directors of the Company which may be required in order validly to allot and issue any Ordinary Shares or to grant any rights to subscribe for, or convert any security into, Ordinary Shares will be duly convened and held and the requisite resolutions to give effect to each such allotment, issue or grant will be duly passed;

6. that the Plan is, and will at all times be, an “employees’ share scheme” within the meaning of section 1166 of the Companies Act 2006;

7. that there are no facts or circumstances which are not apparent from the face of the documents listed in Schedule 1, and no documents other than those referred to in this opinion or other arrangements, that could affect the opinions expressed in this opinion;

8. the information revealed by our search of the entries shown on the Companies House Direct online service on 8 March 2021 with respect to the Company (the “Company Search”) (i) was accurate in all respects and has not since the time of such search been altered, and (ii) was complete and included all relevant information which should properly have been submitted to the Registrar of Companies;

9. the information revealed by the results of a telephone search with the Companies Court in London of the Central Registry of Winding Up Petitions on 8 March 2021 with respect to the Company (the “Central Registry Search”) was accurate in all respects and has not since the time of such enquiry been altered;

10. that insofar as any obligation under the Plan is performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction; and

InterContinental Hotels Group PLC 5 10 March 2021

11. that the name of each relevant allottee and the Ordinary Shares allotted are duly entered in the register of members of the Company and all filings required to be filed with the Registrar of Companies or otherwise in connection therewith or in connection with any grant of rights to subscribe for, or convert any security into, Ordinary Shares will be filed within, in each such case, the relevant time limits.

InterContinental Hotels Group PLC 6 10 March 2021

SCHEDULE 3

QUALIFICATIONS

Our opinion is subject to the following qualifications:

1. the Company Search is not capable of revealing conclusively whether or not, inter alia, (i) a winding-up order has been made or a resolution passed for the winding up of a company; or (ii) an administration order has been made; or (iii) a receiver, administrative receiver, administrator or liquidator has been appointed; or (iv) a court order has been made under the Cross-Border Insolvency Regulations 2006, since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the electronic records of the relevant company immediately. In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the Court;

2. the Central Registry Search relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court; (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such Court of an administration order; and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted; and

3. this opinion is subject to all applicable laws relating to bankruptcy, insolvency, liquidation, administration, voluntary arrangement, scheme of arrangement, moratorium, reorganisation, rescheduling, fraudulent transfer, preference, transactions at undervalue or other laws of general application relating to or affecting the rights of creditors.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the InterContinental Hotels Group PLC Colleague Share Plan of our reports dated 22 February 2021, with respect to the Consolidated Financial Statements of InterContinental Hotels Group PLC and the effectiveness of internal control over financial reporting of InterContinental Hotels Group PLC, included in its Annual Report (Form 20-F) for the year ended 31 December 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

London, England 

05 March 2021

EX-99

Exhibit 99.1

intercontinental hotels group PLC

RULES

OF THE

Colleague Share plan 

Shareholder Approval:	3 May 2019
Expiry Date:	3 May 2029

Contents
1.	Meaning of words used	3
2.	Operation of the Plan	5
3.	Purchased Shares	7
4.	Awards	9
5.	Dividends	9
6.	Vesting of an Award	10
7.	Satisfaction of Awards	10
8.	Leaving	11
9.	Mobile employees	12
10.	Takeovers and restructurings	13
11.	Exchange of Awards	13
12.	Variations in share capital, demergers and special distributions	14
13.	Lapsing	14
14.	Plan limits	15
15.	General	15
16.	Changing the Plan and termination	18
17.	Governing law and jurisdiction	19
Schedule 1 Provisions Applicable to Awards Granted to US Taxpayers		20
1.	General	20
2.	Meaning of words used	20
3.	Satisfaction of Awards	21
4.	Dividends	21
5.	Holding Period	21
6.	Changes to Awards	22
7.	Exchange of Awards	22
8.	Lapse of Awards	22
9.	Variations in share capital, demergers and special distributions	22
10.	Section 409A	22
11.	No Member of the Group liability	22
Schedule 2 Provisions Applicable to Awards Granted to Chinese Residents		24
1.	General	24
2.	Good leavers	24

IHG – Colleague Share Plan Rules

Page 1 of 25

3. Changing the Plan and this Schedule 2 25

IHG – Colleague Share Plan Rules

Page 2 of 25

InterContinental Hotels Group Colleague Share Plan Rules

1. Meaning of words used

1.1 In these rules:

“Adoption Date” means the date the Plan is first approved by the shareholders of the Company in general meeting;

“Acquiring Company” means a person who obtains Control of the Company;

“Allocation Date” means the date on which the Company allocates Shares to the Participant which shall be on approximately the same day each month, unless the Board determine otherwise;

“Associated Company” means any company, nominated by the Board from time to time, in which the Company directly or indirectly holds shares;

“Award” means a conditional right to acquire Shares in connection with Purchased Shares;

“Award Certificate” means an award certificate issued to Participants in accordance with rule 4.3 (Award Certificate);

“Award Date” means the date on which an Award is granted to a Participant under the Plan;

“Board” means, subject to rule 10.5 (Board), the board of directors of the Company or, as appropriate, a duly authorised committee or individual;

“Business Day” means a day on which the London Stock Exchange (or, if relevant and if the Board determines, any stock exchange nominated by the Board on which the Shares are traded) is open for the transaction of business;

“Company” means InterContinental Hotels Group PLC;

“Contributions” means contributions from a Participant’s Salary, or other savings made by the Participant for the purpose of buying Purchased Shares;

“Control” means the power of a person to secure by means of the holding of shares or the possession of voting power in, or by virtue of any powers conferred by any articles of association (or other document), that the affairs of a body corporate are conducted in accordance with the wishes of that person;

“Dealing Restrictions” means restrictions on dealings in securities imposed by law, regulation, requirement or any other code adopted by the Company or any relevant Member of the Group from time to time;

“Dividend Equivalents” means an amount equal to the ordinary dividends payable on the number of Shares subject to an Award between the Award Date and Vesting Date, as determined by the Board;

“Dividend Shares” means Shares that are purchased using dividends that are paid on Plan Shares;

IHG – Colleague Share Plan Rules

Page 3 of 25

“Eligible Employee” means those employees who meet the requirements set out in rule 2.1 (Eligible Employees);

“Expiry Date” means the 10^th anniversary of the Adoption Date;

“Good Leaver Reason” means:

(i) ill-health, injury, disability;

(ii) redundancy;

(iii) retirement by agreement with the Participant's employer;

(iv) the Participant's employing company being transferred to a person which is not a Member of the Group;

(v) a transfer of the undertaking, or part of the undertaking, in which the Participant works to a person which is not a Member of the Group;

(vi) death; or

(vii) any other reason determined by the Board;

“London Stock Exchange” means London Stock Exchange plc;

“Market Value” on any day means:

(i) when Shares are listed on the London Stock Exchange (or, if the Board determines, any other stock exchange on which the Shares are traded), the Market Price;

(ii) otherwise the market Value of a Share as determined in accordance with Part VIII of the UK Taxation of Chargeable Gains Act 1992; or

(iii) in either case, such value as the Board may determine;

“Market Price” means:

(i) the price of a Share shown in the Stock Exchange Daily Official List (or the relevant foreign exchange list that performs a similar function) for the previous Business Day as the closing price for the Shares on that day (or, if two closing prices are shown, the lower price plus one-half of the difference between those two figures); or

(ii) if so determined by the Board, the average of the price determined under (i) above over up to 5 consecutive Business Days determined by the Board ending on the previous Business Day;

“Matching Ratio” means the number of Shares granted under an Award in proportion to the number of Purchased Shares bought by the Participant;

“Matching Shares” means Shares which the Participant acquires in accordance with the Award;

“Member of the Group” means:

(i) the Company;

(ii) its Subsidiaries from time to time; and

(iii) any Associated Company,

and “Group” will be construed accordingly;

IHG – Colleague Share Plan Rules

Page 4 of 25

“Nominee” means the registered holder(s) of the Plan Shares appointed by the Company for the purpose of the Plan;

“Participant” means any person who holds an Award and/or Purchased Shares or is making Contributions under the Plan or, where that person has died, any person acquiring his beneficial interest by operation of law;

“Participating Company” means the Company and any Subsidiary which the Board has determined should participate in the Plan in accordance with rule 2.2 (Participating Companies);

“Plan” means the plan constituted by these rules known as “The Colleague Share Plan”, including any schedules, as amended from time to time;

“Plan Shares” means Purchased Shares, Matching Shares and/or Dividend Shares acquired by the Participant;

“Plan Year” means any 12-month period for the operation of the Plan commencing on such date as determined by the Board;

“Purchased Shares” means shares allocated to the Participant in respect of Contributions;

“Salary” means basic salary or any such remuneration paid or made available by an employing company as determined by the Board generally for each Participating Company;

“Shares” means fully paid ordinary shares in the capital of the Company or, where the context permits, in the event of a change of Control, any security which forms part of any new holding;

“Subsidiary” means a company which is a subsidiary of the Company within the meaning of section 1159 of the UK Companies Act 2006;

“Vesting” means the Participant becoming entitled to have the Shares subject to an Award transferred to him subject to the Plan, and “Vest”, “Vested” and “Unvested” will be construed accordingly; and

“Vesting Date” means, in relation to an Award, the first anniversary of the end of the Plan Year in which the relevant Contributions are made, or as soon as reasonably practicable after that.

1.2 Interpretation

In this Plan, the singular includes the plural and words imparting a gender include every gender, references to any enactment or statutory requirement will be construed as references to that enactment or requirement as from time to time amended, modified or re-enacted and includes any subordinate legislation made under it.

2. Operation of the Plan

2.1 Eligible Employees

The Board may, from time to time, determine which employees of the Company and Participating Companies will be invited to participate in the Plan. The employee must be employed within the Group at the applicable Award Date.

IHG – Colleague Share Plan Rules

Page 5 of 25

2.2 Participating Companies

The Board has absolute discretion to determine which Subsidiaries can participate in the Plan at any point during the life of the Plan. If, at any time, a Participating Company ceases to be a Subsidiary, it shall automatically cease to be a Participating Company.

2.3 Source of Shares

The Plan may operate using newly issued Shares, treasury Shares and/or market purchase Shares.

2.4 Timing and manner of operation

The Board can operate the Plan at any time subject to any applicable Dealing Restrictions. Awards may only be made to Eligible Employees.

2.5 Invitation

The Board may issue invitations and corresponding applications to join the Plan both prior to the commencement of each Plan Year and at any time during the Plan Year.

The invitations will only be made to Eligible Employees and will be made in such form as the Board determines.

The invitation will include details (as applicable) on:

2.5.1 the dates of the relevant Plan Year;

2.5.2 maximum and minimum Contributions determined under rule 3.2 (Amount of Contributions) and the date on which the Contributions are to start;

2.5.3 any Matching Ratio determined under rule 4.2 (Matching Ratio);

2.5.4 any provision of Dividend Equivalents determined under rule 5.2 (Dividend Equivalents); and

2.5.5 the procedure required for the Participant to accept his Award; and

2.5.6 the relevant Vesting Dates.

2.6 Application

2.6.1 The application form will:

(i) specify the level of Contributions the Participant wishes to make, which will operate as authority for Contributions to be deducted from his Salary on a monthly basis (or such other payment period as the Board determines) ; and

(ii) specify any other way in which the Participant may pay his Contributions.

2.6.2 The completed application must be submitted as specified in the invitation or application. An Eligible Employee who has not submitted a properly completed application will not be able to participate in the Plan, unless the Board determines otherwise.

2.6.3 The completed application will take effect from the date specified in the application and will continue to apply in respect of any subsequent Plan Years until such time as:

IHG – Colleague Share Plan Rules

Page 6 of 25

(i) the Plan is no longer offered on those terms or at all; or

(ii) the Participant ceases to be employed by a Member of the Group in accordance with rule 8 (Leaving); and/or

(iii) the Participant notifies the Company that he wishes to stop making Contributions.

2.7 Disclaimer of Award

A Participant may disclaim all of his Award within 30 days after the Award Date by notice in writing to any person nominated by the Company.

2.8 Administration errors

If the Company grants an Award which is inconsistent with rule 14 (Plan Limits), the Award will only take effect to the extent permissible under that rule.

3. Purchased Shares

3.1 Limit

The Board may from time to time set a limit on the number of Shares which may be bought as Purchased Shares. If there is such a limit, it will be set out in the invitation or application or otherwise notified to the Participant.

3.2 Amount of Contributions

The Board will determine the maximum and minimum Contribution limits which will apply in relation to any Plan Year and such maximum and minimum will be notified to the Participant.

The Board may, prior to the start of any Plan Year, and to take effect from the start of that Plan Year, permit the Participant to reduce or increase the amount of his Contributions.

The Board may, at any time, change the equivalent maximum and minimum Contribution limits in a particular jurisdiction due to currency exchange reasons, and such change will be notified to the relevant Participants.

Contributions will be converted into the applicable currency on such date(s) and by such method as determined by the Board. Any currency risk under the Plan is borne by the Participants.

3.3 Making Contributions

If local rules prohibit contributions from Salary, the Participant may be permitted to make regular cash or other payments on such terms as the Board determines at its discretion.

3.4 Varying Contributions

Once per Plan Year, a Participant may vary the amount of his Contributions by giving notice to the Board in the form determined by it. No variation may make the amount of the Contributions exceed the maximum, or fall below the minimum monthly Contribution limits specified by the Board in relation to that Plan Year. Any variation will take effect as soon as practicable following receipt of the notice.

IHG – Colleague Share Plan Rules

Page 7 of 25

3.5 Stopping Contributions

A Participant may, at any time, withdraw his consent (in the form determined by the Board) to Contributions being deducted from Salary, and this will take effect as soon as practicable.

If a Participant withdraws his consent, the Company will use existing Contributions to acquire Purchased Shares on the next Allocation Date or, the Company may return the Contributions to the Participant at the Board’s discretion subject to any local law which requires Contributions to be returned to the Participant.

The Board may permit the Participant to restart Contributions from the start at any subsequent Plan Year. Any missed Contributions may not be made up by the Participant.

3.6 Holding Contributions

The Contributions will be held by or on behalf of the Nominee, the Company or any relevant Participating Company in a non-interest bearing account until they are used to acquire Purchased Shares on the Participant’s behalf.

3.7 Excess Contributions

The Company may carry forward and add to the amount of the next Contribution any excess Contributions not used to buy Purchased Shares on the most recent Allocation Date. Alternatively, the Company may pay the excess to the Participant as soon as reasonably practicable.

3.8 Scaling down

If there is a limit on the number of Shares which may be bought as Purchased Shares and the aggregate value of Contributions set out in the applications submitted by Eligible Employees exceeds the amount necessary to buy that number of Purchased Shares, the Company may scale down applications by taking one or more of the following steps:

3.8.1 reducing the excess of Contributions over any set minimum amount for Contributions proportionately;

3.8.2 reducing all monthly Contributions to any set amount for Contributions; or

3.8.3 choosing any other method which the Board deems appropriate.

The Company will notify the Participants of scaling down and their applications will be deemed changed or withdrawn accordingly.

3.9 Allocation of Purchased Shares

The Contributions will be used on the next Allocation Date to acquire Purchased Shares.

The Company will make available to the Participant a statement (by email or other electronic means) showing the number of Purchased Shares allocated to him and their cost.

The number of Purchased Shares allocated to each Participant will be calculated using the Market Value of the Shares on the Allocation Date.

IHG – Colleague Share Plan Rules

Page 8 of 25

3.10 Accessing Purchased Shares

A Participant may direct the Company (including any third party the Company may otherwise direct) or the Nominee to sell his Purchased Shares or transfer legal title to his nominee at any time. However, if this is done before the Vesting Date, the Participant will lose any related Award.

3.11 Contributions in error

If, for any reason, the amount of any Contribution deducted is more than is permitted pursuant to the rules of the Plan, the Company, any Member of the Group and/or the Nominee may take such action as the Board, in its absolute discretion, may determine is necessary or desirable in order to correct the error.

4. Awards

4.1 Award

A Participant may be entitled to an Award, which will be awarded on the basis set out in the invitation or application or as otherwise notified to the Participant.

4.2 Matching Ratio

The Board will set the Matching Ratio for the Plan for each Plan Year.

The Matching Ratio will not exceed one Matching Share for each Purchased Share or such other ratio as determined by the Board in its discretion from time to time.

4.3 Award Certificate

At the time of, or as soon as reasonably practicable after an Award is awarded, the Board will determine and make available to the Participant an Award Certificate (by email or other electronic means) showing:

4.3.1 the Contributions being made;

4.3.2 the Matching Ratio;

4.3.3 the Vesting Date;

4.3.4 whether dividends paid on Plan Shares will be reinvested in the acquisition of Dividend Shares;

4.3.5 whether any Dividend Equivalents will be payable; and

4.3.6 the terms of the Award.

5. Dividends

5.1 Reinvestment of dividends

Any dividends paid in respect of Plan Shares will be re-invested by the Company or the Nominee unless the Board in its discretion decides otherwise.

The number of Dividend Shares to be allocated to the Participant will be determined in accordance with the Market Value of the Shares on the Allocation Date.

IHG – Colleague Share Plan Rules

Page 9 of 25

When the Company or the Nominee has allocated Dividend Shares to a Participant, a statement (by email or other electronic means) showing the number of Shares that have been allocated to him will be made available.

If the Board has determined that dividends should not be reinvested (or should only be re-invested in part), all (or, as the case may be, the relevant part of) the dividends will be paid in cash to the Nominee on behalf of the Participant.

Any special dividend or distribution made by the Company will not be included in the reinvestment of dividends under this rule 5.1 (Reinvestment of dividends), unless the Board determines otherwise.

5.2 Dividend Equivalents

The Participant will not have the right to receive Dividend Equivalents unless the Board in its discretion decides otherwise.

Any Dividend Equivalents may be paid in Shares or in cash.

The Board will determine whether Dividend Equivalents will be calculated on the basis of full dividend reinvestment.

Any special dividend or distribution made by the Company will not be taken into account in the calculation of Dividend Equivalents under this rule 5.1 (Reinvestment of dividends).

6. Vesting of an Award

6.1 Timing of Vesting

Subject to rule 8 (Leaving) and rule 10 (Takeovers and restructurings), an Award will Vest on the Vesting Date.

6.2 Consequences of Vesting

Subject to rule 7.3 (Withholding) and obtaining any necessary consents, if an Award Vests, the Company will arrange for the delivery of the number of Shares in respect of which the Award has Vested. The Shares will be delivered to the Nominee.

7. Satisfaction of Awards

7.1 Shareholder rights

Shares delivered on the Vesting of an Award will rank equally in all respects with the Shares in issue on the Vesting Date. They will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the Vesting Date.

7.2 Alternative ways to satisfy Awards

The Board may decide to satisfy an Award (or a part of it) by paying an equivalent amount in cash.

The Board may, in its absolute discretion, determine that Awards will be satisfied in cash at the Award Date or at any time subsequently.

IHG – Colleague Share Plan Rules

Page 10 of 25

7.3 Withholding

The Company (including any third party the Company may otherwise direct), the Nominee, any employing company or the trustee of any employee benefit trust may make such arrangements as it considers necessary to meet any liability to taxation, duties, social security contributions or other amounts (wherever arising), in respect of Awards or otherwise in connection with a Participant’s participation in the Plan, whether the liability is a liability of, or is payable by, the Participant, the Company (including any third party the Company may otherwise direct), the Nominee, the employing company or a trustee.

These arrangements may include a reduction in the number of Shares subject to an Award, the sale on behalf of the Participant of any of the Plan Shares and the retention of the sale proceeds to meet the liability. References to social security contributions include anything in a jurisdiction outside the UK which, in the opinion of the Board, is reasonably comparable to social security contributions.

8. Leaving

8.1 Non-Good Leaver Reason

If a Participant ceases employment within the Group for any reason other than a Good Leaver Reason:

8.1.1 his Contributions will cease and he will have no right to acquire further Purchased Shares and the Company may return any Contributions held on behalf of the Participant but not yet used to acquire Purchased Shares to the Participant or it may use those Contributions to purchase Shares on the next Allocation Date;

8.1.2 his Awards will lapse within the meaning of rule 13 (Lapsing); and

8.1.3 the Plan Shares which he has acquired must come out of the Plan in accordance with rule 8.5 (Treatment of Plan Shares on ceasing employment) before the end of the period of 6 months after ceasing employment.

8.2 Good Leaver Reason

If a Participant ceases employment within the Group for a Good Leaver Reason (except death):

8.2.1 his Awards will continue to Vest on the original Vesting Date to the extent that there are Purchased Shares to which the Award relates;

8.2.2 his Awards will lapse as to the balance within the meaning of rule 13 (Lapsing);

8.2.3 his Contributions will cease and he will have no right to acquire further Purchased Shares;

8.2.4 any Contributions already held on behalf of the Participant will be used to acquire Purchased Shares on the next Allocation Date or, the Company may return the Contributions to the Participant at the Board’s discretion subject to any local law which requires Contributions to be returned to the Participant; and

8.2.5 the Plan Shares which he has acquired must come out of the Plan in accordance with rule 8.5 (Treatment of Plan Shares on ceasing employment) before the end of the period of 6 months after the last Vesting Date of his Awards.

IHG – Colleague Share Plan Rules

Page 11 of 25

8.3 Death

If a Participant dies before the Vesting Date, his Awards will Vest on death to the extent there are Purchased Shares to which the Award relates.

The Award will lapse within the meaning of rule 13 (Lapsing) as to the balance. The delivery date will be as soon as practicable after Vesting, subject to the provision of appropriate authorisations by the deceased Participant’s personal representatives.

8.4 Meaning of “ceasing to be employed within the Group”

For the purposes of this rule 8 (Leaving) and rule 13 (Lapsing):

8.4.1 a Participant will not be treated as ceasing to be employed within the Group until he ceases to be an employee of all Members of the Group; and

8.4.2 if a Participant ceases to be an employee of the Group but remains a director of a Member of the Group, the Board may determine that the Participant will not be treated as ceasing to be employed within the Group until he also ceases to be a director of the Group.

8.5 Treatment of Plan Shares on ceasing employment

If Plan Shares are due to come out of the Plan in accordance with rules 8.1.3 or 8.2.5 the Company will notify the Participant before the end of the relevant deadline for the withdrawal of the Plan Shares and seek his instructions as to whether the Shares should be:

8.5.1 transferred to the Participant or his nominee; or

8.5.2 sold and the cash proceeds transferred to the Participant, subject to any required deductions.

The Participant must provide his instructions within such period of receiving the notification as the Board decides. If the Participant does not do this, the Company (including any third party the Company may otherwise direct) or the Nominee will transfer the Participant’s Shares to the Participant, unless the Board determines that a transfer of the Shares is not feasible. If this is the case, the Company (including any third party the Company may otherwise direct) or the Nominee will procure that the Participant’s Shares are sold and will transfer the cash proceeds to the Participant, subject to any required deductions.

9. Mobile employees

9.1 Transfer to different country

If a Participant remains employed by a Participating Company but transfers location to a different country from the country where he was resident when he was invited to join the Plan, the Board will notify the Participant whether Contributions can continue to be made. If Contributions can continue, the Board will determine whether it is necessary to change the currency in which the Contributions are made and/or the maximum and minimum monthly Contributions limits.

9.2 Transfer to a Participating Company

If an Eligible Employee transfers employment from a non-Participating Company to a Participating Company, unless the Board in its absolute discretion determines otherwise, the Board will make available to the transferring Eligible Employee an invitation and application, and the transferring Eligible Employee may enrol in the Plan from the start of the next Plan Year.

IHG – Colleague Share Plan Rules

Page 12 of 25

9.3 Transfer to a non-Participating Company

If a Participant transfers employment from a Participating Company to a non-Participating Company (other than an Associated Company), unless the Board in its absolute discretion determines otherwise, the Participant will not be permitted to make any further Contributions. The Vesting of his Awards and the original Vesting Dates will still apply and the Purchased Shares acquired pursuant to the Plan will be matched in accordance with rule 7 (Satisfaction of Awards) on Vesting.

10. Takeovers and restructurings

10.1 Takeovers

Unless the Awards are to be exchanged in accordance with rule 10.3 (Exchange), where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, the Awards Vest immediately prior to, and conditional upon, the person obtaining Control.

10.2 Scheme of arrangement

Unless the Awards are to be exchanged in accordance with rule 10.3 (Exchange), when a court sanctions a compromise or arrangement in connection with the acquisition of Shares, the Awards Vest immediately.

10.3 Exchange

If the Board and the Acquiring Company agree, then the Awards will not Vest under rule 10.1 (Takeovers), rule 10.2 (Scheme of arrangement) or rule 12 (Variations in share capital, demergers and special distributions) and, instead, will be exchanged under rule 11 (Exchange of Awards). In the case of an internal reorganisation, the Awards will not Vest under rule 10.1 (Takeovers) or rule 10.2 (Scheme of arrangement) and will be exchanged under rule 11 (Exchange of Awards) unless the Board determines otherwise.

10.4 Winding up

Awards will Vest immediately prior to any winding up.

10.5 Board

In this rule 10 (Takeovers and restructurings), “Board” means those people who were members of the Board immediately before the change of Control.

11. Exchange of Awards

11.1 Timing of exchange

Where an Award is to be exchanged pursuant to rule 10.3 (Exchange), the exchange will take place on or as soon as practicable after the occurrence of the relevant event.

11.2 Exchange terms

Where a Participant is granted a new Award in exchange for an existing Award, the new Award:

IHG – Colleague Share Plan Rules

Page 13 of 25

11.2.1 must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

11.2.2 must be substantially equivalent to the existing Award;

11.2.3 is treated as having been acquired at the same time as the existing Award and, Vests and lapses with the meaning of rule 13 (Lapsing) in the same manner and at the same time; and

11.2.4 is governed by the Plan as if references to Shares were references to the shares over which the new Award is granted and references to the Company were references to the Acquiring Company or other body corporate determined by the Acquiring Company.

12. Variations in share capital, demergers and special distributions

12.1 Adjustments to Awards

If there is:

12.1.1 a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;

12.1.2 a demerger (in whatever form) or exempt distribution by virtue of section 1075 of the UK Corporation Tax Act 2010;

12.1.3 a special dividend or distribution; or

12.1.4 any other transaction which will materially affect the value of Shares,

the Board may adjust the number or class of Shares or securities comprised in an Award in such manner as the Board considers appropriate to preserve the value of the Award. The Board will notify Participants of any adjustment made under this rule 12.1 (Adjustments to Awards).

12.2 Early Vesting

If the adjustment of an Award is not practicable or appropriate as determined by the Board, the Board may allow an Award to Vest immediately prior to, and conditional on, the occurrence of the relevant event set out in rule 12.1 (Adjustments to Awards).

The extent to which an Award Vests will be reduced pro rata to reflect the period from the date of the occurrence of the event until the original Vesting Date, as a proportion of the period from the Award Date until the original Vesting Date, unless the Board decides otherwise.

The Award will lapse within the meaning of rule 13 (Lapsing) as to the balance. The delivery date will be as soon as practicable after Vesting, unless the Board determines that the original delivery date should apply.

13. Lapsing

13.1 Timing of Lapsing

An Award will Lapse to the extent that it has not Vested on the earliest of:

13.1.1 the Vesting Date;

IHG – Colleague Share Plan Rules

Page 14 of 25

13.1.2 the date on which the Participant ceases to be employed within the Group unless the Participant is a Good Leaver in which case rule 8.2.1 applies;

13.1.3 the date of the Participant’s death;

13.1.4 the date of the event which gives rise to a Vesting under rule 10 (Takeovers and restructurings), unless and except to the extent that an exchange occurs in accordance with rule 11 (Exchange of Awards); and

13.1.5 the date of the event which gives rise to a Vesting under rule 12 (Variations in share capital, demergers and special distributions).

13.2 Consequences of Lapsing

If an Award lapses under the Plan, it cannot Vest and a Participant has no rights in respect of it.

14. Plan limits

14.1 10 per cent 10-year limit

The number of Shares which may be allocated under the Plan on any day must not exceed 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and all other employee share plans operated by the Company.

14.2 Exclusions

Where the right to acquire Shares is released or lapses, the Shares concerned are ignored when calculating these limits.

14.3 Meaning of Allocate

In this rule 14 (Plan limits), "Allocate" means granting a right to acquire unissued Shares or to acquire Shares which are held by the Company in treasury or, if there is no such grant, the issue and allotment of Shares or the transfer of Shares from treasury. (However, if at any time the relevant institutional investor guidelines cease to require treasury shares to be taken into account for this purpose, then “Allocate” will not include such treasury shares.)

15. General

15.1 Terms of employment

15.1.1 For the purposes of this rule 15.1 (Terms of employment), “Employee” means any employee of a Member of the Group.

15.1.2 This rule 15.1 (Terms of employment) applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

15.1.3 Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and the relevant Member of the Group are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

IHG – Colleague Share Plan Rules

Page 15 of 25

15.1.4 No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

15.1.5 The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.

15.1.6 The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer.

15.1.7 No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

(i) any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

(ii) any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or

(iii) the operation, suspension, termination or amendment of the Plan.

15.1.8 Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule 15.1 (Terms of employment) and agrees to any shareholding terms and conditions of the Nominee or such other third party as the Company may otherwise direct. By participating in the Plan, an Employee waives all rights which might otherwise arise under the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan, in consideration for, and as a condition of, the grant of an Award under the Plan.

15.2 No transfer

A Participant may not transfer, assign, change or otherwise dispose of an Award or any rights in respect of it. If he does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 15.2 (No transfer) does not apply to the transmission of an Award on the death of a Participant to his personal representatives.

15.3 Not pensionable

None of the benefits received under the Plan are pensionable.

15.4 Documents sent to shareholders

The Company may (but is not obliged to) make available to Participants copies of any documents or notices normally sent to the holders of its Shares.

15.5 Data protection

Any data protection policy or data privacy notice of the Group that is applicable to the Eligible Employee or Participant will apply to their personal data.

IHG – Colleague Share Plan Rules

Page 16 of 25

15.6 Consents

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the UK or elsewhere. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.

15.7 No liability for loss

Neither the Nominee nor any Member of the Group will be liable for any loss:

15.7.1 suffered by a Participant due to movements in currency exchange rates or due to any charges imposed by a bank in relation to the conversion or transfer of monies; or

15.7.2 occasioned by delay on the part of any Member of the Group or the Nominee in giving effect to a Participant’s instructions in relation to his Plan Shares or procuring a sale or transfer of any Participant’s Plan Shares.

15.8 Listing

If, and for as long as the Shares are listed on the London Stock Exchange (or, if the Board determines, any other stock exchange on which the Shares are traded), the Company will apply as soon as practicable for the listing and admission to trading on such exchange of any Shares issued in connection with the Plan.

15.9 Notices

Any notice or communication to be given to any person who is or will be eligible to be a Participant may be delivered by electronic mail, including on an intranet, or personally delivered or sent by ordinary post to such address as the Company considers appropriate.

Any notice to be given to the Company or its duly appointed agent, may be delivered or sent to its registered office or such other place and by such means as the Board or its appointed agent may specify and notify Participants.

Notices sent electronically will be deemed to have been received on the day after posting unless there is evidence to the contrary. Notices sent by post will be deemed to have been received 48 hours after posting within the UK, and 5 days after posting internationally.

15.10 Third party rights

Nothing in the Plan confers any benefit, right or expectation on a person who is not a Participant or a Member of the Group. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 or any equivalent local legislation, to enforce any term of this Plan.

This does not affect any other right or remedy of a third party.

15.11 Administration of the Plan

The Plan will be administered by the Board, which has authority to make rules and regulations for the administration of the Plan. The Board may delegate all or any of its powers under the Plan.

IHG – Colleague Share Plan Rules

Page 17 of 25

15.12 Board’s decisions final and binding

The decision of the Board on the interpretation of the Plan or in any dispute relating to an Award or any matter relating to the Plan will be final and conclusive.

16. Changing the Plan and termination

16.1 Board’s powers

Except as described in the rest of this rule 16.1 (Board’s powers), the Board may at any time change the Plan in any way, including to add a schedule amending the terms of the Plan as they apply to employees in one or more jurisdictions to take account of local laws or requirements.

16.2 Shareholder approval

16.2.1 Except as described in this rule 16.2 (Shareholder approval), the Company must, in general meeting, approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to the following:

(i) the persons to or for whom Shares may be provided under the Plan;

(ii) the limitations on the number of Shares which may be issued under the Plan;

(iii) the maximum entitlement for each Participant under the Plan;

(iv) the basis for determining a Participant’s entitlement to Shares or cash provided under the Plan;

(v) any rights attached to the Shares;

(vi) the rights of a Participant in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital of the Company; or

(vii) the terms of this rule 16.2 (Shareholder approval).

16.2.2 The Board can change the Plan and need not obtain the approval of the Company in general meeting for any minor changes:

(i) to benefit the administration of the Plan;

(ii) to comply with or take account of the provisions of any proposed or existing legislation; or

(iii) to obtain or maintain favourable tax, exchange control or regulatory treatment for the Company, any Subsidiary or any present or future Participant.

16.3 Notice

The Board may (but is not obliged to) give written notice of any changes made to any Participant affected.

16.4 Termination

No Award may be granted after the Expiry Date (or such earlier date on which the Board may determine the Plan will terminate). Termination will not affect subsisting rights under the Plan.

IHG – Colleague Share Plan Rules

Page 18 of 25

17. Governing law and jurisdiction

The laws of England and Wales govern the Plan and all Awards and their construction. The courts of England and Wales have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

IHG – Colleague Share Plan Rules

Page 19 of 25

Schedule 1
Provisions Applicable to Awards Granted to US Taxpayers

1. General

1.1 Purpose

This Schedule 1 includes special terms and conditions applicable to Awards granted to Eligible Employees who are subject to US federal income taxation on the Award Date, or who are expected to become subject to US federal income taxation following the Award Date, or who does become (prior to the date on which any Award Vests) subject to US federal income taxation (“Eligible US Employees”).

The purpose of this Schedule 1 is to ensure that Awards made under the Plan meet the requirements of the short-term deferral exemption to Section 409A described under Section 1.409A-1(b)(4) of the US Treasury Regulations and should be interpreted in a matter consistent with such requirements. References to the Plan, or to the rules of the Plan, in the main rules of the Plan (or any Schedule thereto) shall be interpreted to include this Schedule 1 in relation to Eligible US Employees.

1.2 Application of the rules of the Plan

The rules of the Plan apply to this Schedule 1, except as otherwise provided for below.

In the event that a Participant becomes an Eligible US Employee after the Award Date, that Award will automatically be modified so that its terms are consistent with this Schedule 1. References in this Schedule 1 to Awards granted to Eligible US Employees shall include Awards held by a Participant who becomes an Eligible US Employee subsequent to the Award Date.

2. Meaning of words used

2.1 In this Schedule 1:

“Code” means the US Internal Revenue Code of 1986, as amended;

“Section 409A” means Section 409A of the Code and the US Treasury Regulations promulgated and other official guidance issued thereunder, collectively;

“Short-Term Deferral Period” means the period commencing on the date that an Award first is no longer subject to a “substantial risk of forfeiture” for purposes of Section 409A and ending upon the 15th day of the third month following the end of the Taxable Year in which such Award (or portion thereof) first is no longer subject to the substantial risk of forfeiture;

“Taxable Year” means the calendar year, or if later, the end of the taxable year of the Company or Participating Company that employs the Eligible US Employee;

“US” means the United States of America; and

“US Treasury Regulations” mean the regulations promulgated under the Code, and “US Proposed Treasury Regulations” mean the proposed regulations promulgated under the Code.

IHG – Colleague Share Plan Rules

Page 20 of 25

2.2 Interpretation

2.2.1 Any capitalised term not specifically defined or amended in this Schedule 1 will be interpreted in accordance with the meaning given in the rules of the Plan.

2.2.2 References to rules are to the main rules of the Plan and references to paragraphs are to paragraphs of this Schedule 1 (unless expressed otherwise).

2.2.3 Where a rule of the Plan is amended or deleted under this Schedule 1, cross references to such rules are deemed to be amended, updated or deleted accordingly.

3. Satisfaction of Awards

Notwithstanding any of the rules of the Plan, an Award granted to an Eligible US Employee must be satisfied no later than the end of the applicable Short-Term Deferral Period.

In the event that the satisfaction of an Award (or a portion thereof) granted to an Eligible US Employee has not been made by the end of the Short-Term Deferral Period due to the fact such satisfaction would have violated applicable law, then to the extent permissible under Section 1.409A-1(b)(4)(ii) of the US Proposed Treasury Regulations, such settlement may be delayed so long as the relevant Award (or portion thereof) is then satisfied at the earliest date at which it is reasonably anticipated that such law no longer prevents such satisfaction.

If an Eligible US Employee ceases to be employed by the Company or a Participating Company for a Good Leaver Reason and the applicable Short-Term Deferral Period (or such later date permitted by this paragraph 3 (Satisfaction of Awards)) ends before the original Vesting Date, then unless the Company or a Participating Company provides otherwise, the net Shares or cash (as the case may be) acquired by the Eligible US Employee before the end of the applicable Short-Term Deferral Period (or such later date permitted by this paragraph 3 (Satisfaction of Awards)) may not be transferred, assigned or otherwise disposed of by or on behalf of the Eligible US Employee before the original Vesting Date other than:

(i) a transfer to the Eligible US Employee’s personal representatives in the event of the Eligible US Employee’s death;

(ii) a transfer to a nominee on behalf of the Eligible US Employee; or

(iii) a sale in accordance with rule 7.3 to fund any liability for taxation (and any related sale expenses);

and any such purported action will be invalid and ineffective, unless the Board determines otherwise.

4. Dividends

Any Dividend Shares or Dividend Equivalents in respect of an Award granted to an Eligible US Employee shall be paid no later than the end of the Short-Term Deferral Period, or such later date permitted by paragraph 3 (Satisfaction of Awards).

5. Holding Period

For the avoidance of doubt, any holding period imposed by the Company with respect to an Award granted to an Eligible US Employee will not impose an additional or extend the existing substantial risk of forfeiture applicable to such Award for purposes of Section 409A.

IHG – Colleague Share Plan Rules

Page 21 of 25

6. Changes to Awards

Notwithstanding the provisions of rule 16.2 (Shareholder approval), any amendment to the Plan (including this Schedule 1) or an Award shall only be effective with respect to an Award granted to an Eligible US Employee to the extent that it does not cause the Award to violate Section 409A.

7. Exchange of Awards

Where there is to be an exchange of an Award granted to an Eligible US Employee pursuant to rule 10.3 (Exchange) and rule 11 (Exchange of awards), the Board shall attempt to structure the terms of the exchange and the new award under rule 11 (Exchange of Awards) such that neither the exchange nor the new award violate Section 409A.

8. Lapse of Awards

In addition to the times and events set forth in the Plan, an Award granted to an Eligible US Employee will also lapse upon the end of the applicable Short-Term Deferral Period (or, if applicable, on the later date permitted by paragraph 3 (Satisfaction of Awards).

9. Variations in share capital, demergers and special distributions

Where there is to be an adjustment of an Award granted to an Eligible US Employee pursuant to rule 12 (Variations in share capital, demergers and special distributions), the Board shall attempt to structure the terms of the adjustment of the Award such that the adjustment does not violate Section 409A.

10. Section 409A

Awards granted to Eligible US Employees, and any Dividend Shares or Dividend Equivalents in respect of such Awards, are intended to be exempt from the requirements of Section 409A under the short-term deferral exemption described in Section 1.409A-1(b)(4) of the US Treasury Regulations, and the Plan (including this Schedule 1) shall be interpreted and administered consistent with such intention with respect to the Awards granted to Eligible US Employees and any Dividend Shares or Dividend Equivalents in respect of such Awards. If any provision, term or condition of an Award granted to an Eligible US Employee would otherwise frustrate or conflict with such intention, such provision, term or condition will be interpreted and deemed amended so as to avoid such conflict to the fullest extent possible. In the event of any conflict between an applicable provision of the Plan and an applicable provision of this Schedule 1 with respect to an Award granted to an Eligible US Employee, the provision of this Schedule 1 shall apply.

If, at any time, the Company determines that the terms of an Award granted to an Eligible US Employee may violate Section 409A, the Company shall have the authority, but shall not be required, to enter into an amendment of such Award that is designed to avoid the imposition of any additional tax, interest or penalties on the Eligible US Employee under Section 409A. Notwithstanding any other provision of any Award, no Member of the Group guarantees or warrants to any person that an Award granted to an Eligible US Employee is exempt from Section 409A.

IHG – Colleague Share Plan Rules

Page 22 of 25

11. No Member of the Group liability

Each Eligible US Employee is solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on the Eligible US Employee in connection with the Plan and/or this Schedule 1 or any Award, including any taxes, penalty or interest under Section 409A. No Member of the Group shall have any obligation to indemnify or otherwise hold an Eligible US Employee harmless from any or all of such taxes, penalty or interest.

IHG – Colleague Share Plan Rules

Page 23 of 25

Schedule 2
Provisions Applicable to Awards Granted to Chinese Residents

1. General

1.1 Purpose

This Schedule 2 includes special terms and conditions applicable to Awards granted to Eligible Employees:

1.1.1 who are resident in China on the Award Date;

1.1.2 who are expected to become resident in China following the Award Date; and/or

1.1.3 who do become resident in China after the Award Date, where such Award will be administered through the regulated China State Administration of Foreign Exchange (“SAFE”) account (the “Designated SAFE Account”);

(the “Eligible Chinese Employees”).

The purpose of this Schedule 2 is to ensure that Awards made under the Plan meet the requirements of SAFE, particularly in relation to leavers.

References to the Plan, or to the rules of the Plan, in the main rules of the Plan (or any Schedule thereto) shall be interpreted to include this Schedule 2 in relation to Eligible Chinese Employees.

1.2 Application of the rules of the Plan

The rules of the Plan apply to this Schedule 2, except as otherwise provided for below.

In the event that a Participant becomes an Eligible Chinese Employee after the Award Date, that Award will automatically be modified so that its terms are consistent with this Schedule 2. References in this Schedule 2 to Awards granted to Eligible Chinese Employees shall include Awards held by a Participant who becomes an Eligible Chinese Employee subsequent to the Award Date.

1.3 Interpretation

1.3.1 Any capitalised term not specifically defined or amended in this Schedule 2 will be interpreted in accordance with the meaning given in the rules of the Plan.

1.3.2 References to rules are to the main rules of the Plan and references to paragraphs are to paragraphs of this Schedule 2 (unless expressed otherwise).

1.3.3 Where a rule of the Plan is amended or deleted under this Schedule 2, cross references to such rules are deemed to be amended, updated or deleted accordingly.

2. Good leavers

If an Eligible Chinese Employee ceases employment within the Group for a Good Leaver Reason, pursuant to rule 8.2 (Good Leaver Reason) (“China Good Leaver”), their Awards will Vest on the date of cessation unless otherwise determined by the Board and rule 8.2.1 will be interpreted accordingly.

IHG – Colleague Share Plan Rules

Page 24 of 25

The Plan Shares that the China Good Leaver has acquired must be sold, at the instruction of the Board, through the Designated SAFE Account. The proceeds of sale and any cash dividends paid on such Plan Shares must be repatriated to China within six months of the China Good Leaver ceasing employment within the Group. Rules 8.2.5 and 8.5 will be interpreted accordingly.

3. Changing the Plan and this Schedule 2

Notwithstanding any of the rules of the Plan the Board may at any time change the Plan and/or this Schedule 2 in any way, including amending the terms of the Plan as they apply to Eligible Chinese Employees, to ensure compliance with SAFE and any other laws, practice and regulations in China.

IHG – Colleague Share Plan Rules

Page 25 of 25