S-8

As filed with the Securities and Exchange Commission on October 20, 2022

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 Long Term Incentive 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 ☐

EXPLANATORY NOTE

InterContinental Hotels Group PLC, a company organized under the laws of England and Wales (the “Registrant” or the “Company”), is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register 3,500,000 ordinary shares of the Registrant, par value 20³⁴⁰/₃₉₉ pence per share (“Ordinary Shares”), available for issuance pursuant to the InterContinental Hotels Group Long Term Incentive Plan (as amended from time to time, the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional ordinary shares that may become issuable under the Plan by reason of any share dividend, share split or other similar transaction.

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 on Form 20-F for the year ended December 31, 2021, filed with the Commission on March 3, 2022 (the “Form 20-F”);

(b)        The Registrant’s Reports on Form 6-Ks furnished to the Commission on September 6, 2022 (film no. 221227474) and September 29, 2022 (film no. 221277658), respectively;

(c)       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, 2021; and

(d)       The description of the Registrant’s 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 November 4, 2021 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 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 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.

(4) 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
3.1	Articles of Association of the Registrant (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 PriceWaterhouseCoopers LLP
23.2*	Consent of Ernst & Young LLP
23.3*	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 Long Term Incentive Plan.
107*	Filing Fee Table

*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 Plan 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 October 20, 2022.

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	October 20, 2022
Keith Barr	(principal executive officer)
/s/ Paul Edgecliffe-Johnson	Director and Chief Financial Officer	October 20, 2022
Paul Edgecliffe-Johnson	(principal financial and accounting officer)
/s/ Deanna Oppenheimer		October 20, 2022
Deanna Oppenheimer	Non-Executive Chair

/s/ Graham Allan		October 20, 2022
Graham Allan	Director
/s/ Ian Dyson		October 20, 2022
Ian Dyson	Director
/s/ Duriya Farooqui		October 20, 2022
Duriya Farooqui	Director
/s/ Byron Grote		October 20, 2022
Byron Grote	Director
/s/ Arthur de Haast		October 20, 2022
Arthur de Haast	Director
/s/ Jo Harlow		October 20, 2022
Jo Harlow	Director
/s/ Elie Maalouf		October 20, 2022
Elie Maalouf	Director
/s/ Jill McDonald		October 20, 2022
Jill McDonald	Director
/s/ Daniela Barone Soares		October 20, 2022
Daniela Barone Soares	Director
/s/ Nimesh Patel		October 20, 2022
Nimesh Patel	U.S. Duly Authorized Representative

EX-5.1

Exhibit 5.1

		draft
	Davis Polk & Wardwell London llp 5 Aldermanbury Square London EC2V 7HR  davispolk.com

20 October 2022

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 20 October 2022 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) with respect to up to 3,500,000 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 Long Term Incentive 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.

Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities

InterContinental Hotels Group PLC

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

20 October 2022 2

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 20 October 2022 and the documents annexed thereto (the “Certificate”).

20 October 2022 3

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 19 October 2022 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 Insolvency and Companies List (formerly known as the Companies Court) in London of the Central Registry of Winding Up Petitions on 19 October 2022 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

20 October 2022 4

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.

20 October 2022 5

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.

20 October 2022 6

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of InterContinental Hotels Group PLC of our report dated 21 February 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in InterContinental Hotels Group PLC's Annual Report on Form 20-F for the year ended 31 December 2021.

/s/ PricewaterhouseCoopers LLP 

London, England

20 October 2022

EX-23.2

Exhibit 23.2

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 Long Term Incentive Plan, of our report dated February 22, 2021, with respect to the consolidated financial statements of InterContinental Hotels Group PLC, included in its Annual Report (Form 20-F) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

London, England 

20 October 2022

EX-99

Exhibit 99

INTERCONTINENTAL HOTELS GROUP

RULES

LONG TERM INCENTIVE PLAN

Original approval:

Directors’ Adoption:	13 February 2014
Shareholders’ Approval:	2 May 2014
Effective Date:	2 May 2014
Expiry Date:	2 May 2024

Subsequent amendments:

Amended by Directors on 14 February 2019, 4 December 2019 and 13 February 2020

Amended by shareholders on 7 May 2020.

TABLE OF CONTENTS

1   Meanings of Words Used	1
2   Operation of the Plan	3
2.1   Committee Authority	3
2.2   Eligibility	3
2.3   End date for Awards	3
3   Making of Awards	3
3.1   Contract	3
3.2   Details	3
3.3   Timing of Awards	3
3.4   Notification	4
3.5   US Participants	4
4   Individual limits	4
4.1   Salary limit	4
4.2   Exceptional circumstances	4
5   Plan Limits	4
5.1   10 per cent. 10 year limit	4
5.2   5 per cent. 10 year limit	4
5.3   Exclusions	4
5.4   Meaning of Allocate	5
6   Voting, dividends and Dividend Equivalents	5
6.1   Rights	5
6.2   Dividend Equivalents	5
6.3   Settling Dividend Equivalents	5
7   Vesting Date	5
7.1   Normal Vesting Date	5
7.2   Delayed Vesting Date	5
7.3   US Participants	6
8   Holding Period	6
8.1   Application of rule	6
8.2   Nominee	6
8.3   Cash awards	6
8.4   Proof of ownership	6
9   Termination provisions	6
9.1   Death	6
9.2   Good Leavers	7
9.3   Other leavers	7
9.4   Leavers – Holding Period	7

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9.5   Date of termination	8
10   Determination of Awards	8
10.1   End of Performance Period	8
10.2   Options	8
11   Vesting of Conditional Awards	8
11.1   Satisfying Conditional Awards	8
11.2   Vesting statement	8
12   Exercise of Options	8
12.1   Exercise Period	8
12.2   Method	8
12.3   Delivery	9
12.4   Lapse	9
13   Cash alternative	9
14   Reconstructions and Takeovers	9
14.1   Acceleration of rights	9
14.2   Exchange of rights	10
14.3   Other transactions	10
15   Discretion to reduce Awards	10
15.1   Committee can reduce Awards	10
15.2   Circumstances	10
15.3   Notification	11
16   General	11
16.1   Notice	11
16.2   Final and conclusive	11
16.3   Costs	11
16.4   Withholding	11
16.5   Regulations	12
16.6   Section 409A	12
17   Terms of employment	12
17.1   Application	12
17.2   Not part of employment contract	12
17.3   No future expectation	12
17.4   No entitlement	12
17.5   Decisions	12
17.6   No compensation	13
17.7   Waiver	13
17.8   Third parties	13
17.9   Separate and independent	13
18   Personal data	13

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18.1   Consent	13
18.2   Types of processing	13
19   Changes to and termination of the Plan	14
19.1   Committee powers	14
19.2   Participant’s consent	14
19.3   Shareholder approval	14
19.4   Minor changes	14
19.5   Employees’ share scheme	14
19.6   Termination	14
20   Operating the Plan overseas	15
21   Governing law	15

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InterContinental Hotels Group Long Term Incentive Plan Rules

1 Meanings of Words Used

In these Rules:

"Award" means a Conditional Award, an Option or a conditional award of cash made to a Participant under this Plan. An Award may be designated to relate to a particular Plan Cycle.

"Award Date" means the date of the Award set by the Committee under Rule ‎3.2.

"Change in Ownership under Section 409A" means a "change in ownership" within the meaning of US Treasury Regulation Section 1.409A-3(i)(5)(v). In general, a change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as defined for purposes of Section 409A), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This section applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction.

“Clawback” has the meaning given in the Malus and Clawback Policy.

"Committee" means the board of directors of the Company or a duly authorised committee.

"Company" means InterContinental Hotels Group PLC (with registered number 5134420).

"Conditional Award" means a conditional award of Shares.

“Dividend Equivalent” means a cash payment (as defined in Rule ‎6.2) which, although not a real dividend payment, reflects the economic value of dividends that are paid on real Shares.

"Employee" means, except for the purposes of Rule ‎17, any employee, or former employee of any Group Company.

“Good Leaver” means Participants who terminate employment in certain termination situations as described in Rule ‎9.2.

"Group Company" means:

(i) the Company;

(ii) a Subsidiary; or

(iii) any other company which is associated with the Company and is so designated by the Committee.

“Holding Period” means a period after Vesting during which the Participant is required to hold Shares.

"Lapse Date" is defined in Rule ‎12.4.

“Malus” means:

(i) the adjustment of an Award under rule 15 (Discretion to reduce Awards); or

(ii) where the Malus and Clawback Policy is expressed to apply to an Award, as set out in the Malus and Clawback Policy.

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“Malus and Clawback Policy” means the Company’s malus and clawback policy (as amended from time to time).

"Option" means a right to acquire Shares. The amount payable for the Shares comprised in an Option shall be nil irrespective of the number of Shares acquired, unless the Committee decides otherwise.

"Participant" means an Employee to whom the Committee has made an Award, and includes his personal representatives where appropriate.

"Performance Condition" means the performance condition specified in relation to an Award, if any.

"Performance Period" means the period during which the Performance Condition is to be satisfied.

"Plan" means the InterContinental Hotels Group Long Term Incentive Plan constituted by this document as amended from time to time.

“Plan Cycle” means the operation of the Plan in a particular year or period or in relation to particular off cycle Awards.

"Reconstruction or Takeover" means any takeover or merger, however effected, including a reverse takeover, partial offer, reorganisation or scheme of arrangement sanctioned by the court other than an internal reconstruction or reorganisation which does not involve a significant change in the identity of the ultimate shareholders of the Company.

“Remuneration Policy” means the Company’s Directors’ Remuneration Policy as last approved by Shareholders;

"Rules" means these rules as amended from time to time.

"Salary" for a financial year, means the basic annual salary in effect on the last day of that financial year excluding all payments additional to basic salary (for example mortgage support allowance, expatriate allowance etc).

"Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended.

"Shares" means ordinary shares in the Company, and includes any shares representing them following a Reconstruction or Takeover.

"Subsidiary" means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006.

“Tax Election” means an election for a particular tax and/or social security treatment in respect of an Award and/or any Shares acquired pursuant to it;

“US Participant” means a Participant who is or becomes subject to taxation under the federal income tax rules of the United States of America.

"Vested Shares" means

(i) in relation to a Conditional Award, the number of Shares to be transferred to a Participant or his nominee; and

(ii) in relation to an Option, the number of Shares which may be acquired by a Participant on the exercise of the Option;

and "Vest" shall be construed accordingly.

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"Vesting Date" is defined in Rule ‎7.

References in the Plan to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and include any regulations made under them; and, unless the context otherwise requires, words in the singular include the plural (and vice versa) and words imputing gender include all genders.

2 Operation of the Plan

2.1 Committee Authority

The Plan shall be operated and administered by the Committee on behalf of the Company. The Committee shall have full authority from the Company to operate the Plan as it considers reasonable in all the circumstances.

2.2 Eligibility

Only Employees may be made Awards.

The Committee shall have an absolute discretion as to the selection of Employees for participation in the Plan in respect of any Plan Cycle.

2.3 End date for Awards

Awards may be granted at any time before 2 May, 2024.

3 Making of Awards

3.1 Contract

Awards will be granted by deed or in any other manner which is legally enforceable in the relevant jurisdiction.

3.2 Details

When the Committee grants an Award it shall determine the terms of the Award in its absolute discretion, including:

3.2.1 the Award Date;

3.2.2 whether the Award is an Option, a Conditional Award or a conditional award of cash;

3.2.3 the Performance Period;

3.2.4 the Performance Condition, if any;

3.2.5 the maximum number of Shares subject to the Award;

3.2.6 the Vesting Date;

3.2.7 details of any Holding Period;

3.2.8 whether the Malus and Clawback Policy will apply;

3.2.9 whether the Participant is required to enter into any Tax Election; and

3.2.10 whether or not Dividend Equivalents will be paid.

3.3 Timing of Awards

Subject to any dealing restrictions, Awards may only be made within 42 days of:

3.3.1 the day after the announcement of the Company’s results for any period;

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3.3.2 any day on which the Directors decide that exceptional circumstances exist which justify the grant of Awards;

3.3.3 any day on which changes to law or regulation affecting employee share plans are announced, made or become effective; or

3.3.4 the lifting of dealing restrictions which prevented the granting of Awards during any period specified above.

No awards may be granted after 2 May, 2024.

3.4 Notification

The Company may send an award certificate or statement to the Participant specifying the terms of the Award.

3.5 US Participants

Options will not be granted to US Participants.

3.6 Malus and Clawback

If there is any discrepancy between the Malus and Clawback Policy and the Plan, the Malus and Clawback Policy will prevail.

4 Individual limits

4.1 Salary limit

Subject to Rule ‎4.2, an Award must not be made to an Employee if it would at the proposed Award Date cause the aggregate of the market value of Shares or the amount of cash over which Awards have been made in any financial year to exceed 3.5 times his Salary as at the Award Date.

4.2 Exceptional circumstances

The limit in this Rule ‎4 may be exceeded if the Committee determine that exceptional circumstances make it desirable that Awards should be granted in excess of those limits.

5 Plan Limits

5.1 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 plan operated by the Company.

5.2 5 per cent. 10 year limit

The number of Shares which may be allocated under the Plan on any day must not exceed 5 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 any other discretionary share plans operated by the Company.

5.3 Exclusions

Where the right to acquire Shares is released or lapses, the Shares concerned are ignored when calculating the limits in this Rule ‎5.

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5.4 Meaning of Allocate

"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 shall not include such treasury shares.)

6 Voting, dividends and Dividend Equivalents

6.1 Rights

A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are issued or transferred to the Participant or his nominee.

6.2 Dividend Equivalents

Notwithstanding Rule ‎6.1, the Company may grant an Award on the basis that the Participant shall receive an amount equal to the dividends the record date for which falls between the Award Date and the Vesting Date, multiplied by the number of Shares in respect of which the Award is Vesting and adjusted assuming full dividend reinvestment (“Dividend Equivalents”). In the case of a Participant's death, the relevant period will be extended (if relevant) to the date of issue or transfer to the Participants’ personal representatives. No shareholder rights or Dividend Equivalents shall attach to conditional awards of cash.

6.3 Settling Dividend Equivalents

Any Dividend Equivalent may be paid in cash or in such whole number of Shares (rounded down) as has a market value (as at the Vesting Date) as nearly as practicable equal to that amount. The cash will be paid or Shares issued or transferred on the same date as cash is paid or Shares are issued or transferred with respect to the underlying Award.

7 Vesting Date

7.1 Normal Vesting Date

"Vesting Date" shall generally mean the first business day after the announcement of the Company's results for the last financial year of the Performance Period.

The Committee may decide in its reasonable discretion that the Vesting Date will be a date within 45 days of the announcement of the Company's results for the last financial year of the Performance Period.

7.2 Delayed Vesting Date

In the event that the acquisition or disposal of Shares is not permitted by law or by any relevant restrictions, the Vesting Date will be deferred until the ending of such restrictions unless the Committee decides otherwise. For US Participants, such a deferral shall be effected only to the extent permitted under Section 409A.

7.3 Vesting – impact of investigation

If an investigation is ongoing which might lead to Malus and/or Clawback being triggered then, unless otherwise determined by the Committee, the Participant’s Award will not Vest, if at all, until the investigation is concluded and, if an Option, Rule 12.5 will apply. For US Participants, such a deferral shall be effected only to the extent permitted under Section 409A.

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7.4 US Participants

In all cases, for Awards granted to US Participants, the Vesting Date shall be a date during the period from January 1 to March 15 of the calendar year following the calendar year in which the Performance Period ends.

8 Holding Period

8.1 Application of rule

An Award granted to an executive director of the Company will be subject to a Holding Period as determined by the Committee under Rule ‎3.2 (Details) for at least such period as is set out in the Remuneration Policy, if any. Any other Award may be subject to a Holding Period as determined by the Committee under Rule ‎3.2 (Details).

If a Holding Period applies, the Shares may not be transferred, assigned or otherwise disposed of during the Holding Period other than a transfer:

8.1.1 to the Participant’s personal representatives on death;

8.1.2 to a nominee in accordance with Rule ‎8.2 (Nominee);

8.1.3 in accordance with Rule ‎16.4 (Withholding);

8.1.4 in accordance with the Malus and Clawback Policy;

8.1.5 in connection with an event described in Rule ‎14 (Reconstructions and takeovers) or Rule ‎15 (Discretion to reduce); or

8.1.6 otherwise with the agreement of the Committee,

and any such attempted action will be invalid and ineffective.

8.2 Nominee

The Committee may determine that Shares will be delivered to and held by a nominee on behalf of the Participant until the expiry of the Holding Period on such terms as the Committee may determine.

At the end of the Holding Period, the Participant may take the Shares out of the nominee arrangement.

8.3 Cash awards

The Committee will decide if and how any Holding Period will operate in relation to cash and will communicate this to the Participant.

8.4 Proof of ownership

If the Committee requires, a Participant must provide such proof of continued beneficial ownership of the Shares, as the Committee requests, during and at the end of the Holding Period.

9 Termination provisions

9.1 Death

If a Participant dies before the Vesting Date, the Committee will as soon as reasonably practicable determine in its reasonable discretion the number of Shares which shall Vest. The Committee will take account of the proportion of the Performance Period that has elapsed and the extent to which the Performance Condition has been satisfied.

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In the case of a Conditional Award, the Committee will then procure the transfer of the Vested Shares or will pay the cash to the Participant's personal representatives as soon as reasonably practicable. In the case of Awards granted to US Participants, the Committee will settle such Conditional Award, to the extent deemed Vested, within 60 days following the Participant's date of death.

In the case of an Option, this may be exercised by the Participant's personal representatives over the Vested Shares in the period of six months from the date of death, and will lapse if not exercised.

On death any Holding Period will be waived.

9.2 Good Leavers

If a Participant's employment with any Group Company terminates before the Vesting Date for any of the reasons specified below, then the number of Vested Shares relating to his Awards shall be the number determined under Rule ‎10 after the end of the Performance Period, reduced pro rata to reflect the proportion of the Performance Period that had elapsed on the date of termination. However, the Committee shall retain discretion to accelerate the Vesting Date if it considers it reasonable to do so in all the circumstances. If the Vesting Date is accelerated then the number of Shares which will vest will be determined by the Committee in its reasonable discretion.

The reasons are:

9.2.1 ill-health, injury, disability;

9.2.2 redundancy;

9.2.3 retirement by agreement with the Participant's employer;

9.2.4 the Participant's employing company being transferred to a person which is not a Group Company;

9.2.5 a transfer of the undertaking, or part of the undertaking, in which the Participant works to a person which is not a Group Company; or

9.2.6 any other reason determined by the Committee.

The Committee will procure the transfer of the Vested Shares in a Conditional Award or pay cash to the Participant in accordance with Rule ‎11. For a US Participant, the transfer or payment will be made before March 15 of the calendar year following the calendar year in which the Performance Period ends. An Option may be exercised by the Participant over the Vested Shares in the period of six months from the Vesting Date, and will lapse if not exercised.

9.3 Other leavers

If a Participant's office or employment with any Group Company terminates before the Vesting Date for any reason not included in Rules ‎9.1 and ‎9.2, he shall cease to be a Participant in the Plan. The Participant shall not be eligible to receive any Shares or cash in respect of his Awards unless the Committee decides otherwise within a reasonable time of the termination. For US Participants the timing of any settlement of an Award pursuant to this Rule ‎9.3 shall be made in a manner consistent with the requirements of Section 409A, if applicable. If the termination is by reason of gross misconduct, he shall not be eligible to receive any Shares or cash in respect of any Awards in any circumstances.

9.4 Leavers – Holding Period

If a Participant’s office or employment terminates, any Holding Period will continue to apply unless the Committee determines otherwise, except that any Holding Period will cease to apply on death.

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9.5 Date of termination

For the purposes of this Rule, a Participant's employment with a Group Company will not be treated as having terminated until the Participant ceases to be employed by any Group Company. Unless the Committee decides otherwise, in the case of termination for any of the reasons set out in Rule ‎9.2 (other than retirement) the Participant will be treated as having terminated on the date of actual termination and not at the end of his contractual notice period or severance period.

10 Determination of Awards

10.1 End of Performance Period

As soon as reasonably practicable after the end of the Performance Period, the Committee will calculate:

10.1.1 the extent to which the Performance Condition has been satisfied; and

10.1.2 the number of Shares which Vest in respect of each Award, or the amount of cash to be awarded to each Participant.

10.2 Options

In the case of an Option:

10.2.1 the Committee will notify the Participant of the number of Vested Shares; and

10.2.2 the balance of the Option will immediately lapse.

11 Vesting of Conditional Awards

11.1 Satisfying Conditional Awards

The Committee shall arrange delivery of the Vested Shares or cash to each Participant or his nominee on, or as soon as reasonably practical after, the Vesting Date, subject to Rule 11.3 (Investigation).

11.2 Vesting statement

The Committee may notify each Participant of the number of Vested Shares transferred to him or his nominee in respect of his Conditional Award and the amount of any tax and social security contributions withheld.

11.3 Investigation

If an investigation is ongoing which might lead to Malus and/or Clawback being triggered then, unless otherwise determined by the Committee, the Participant’s Award will only be settled (if at all) after such investigation has been concluded.

12 Exercise of Options

12.1 Exercise Period

Except as otherwise provided in Rule ‎8 and this Rule 12, a Participant may exercise an Option to the extent that it has Vested at any time from the Vesting Date until the Lapse Date.

12.2 Method

In order to exercise an Option, the Participant must deliver to the Company a notice of exercise in the prescribed form. The date on which the notice is received by the Company shall, unless the notice is conditional or specifies some other date, be the Option exercise date.

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12.3 Delivery

Subject to Rules ‎12.4 (Lapse) and 12.5 (Timing of Investigation), as soon as reasonably practicable following the Option exercise, the Committee will arrange delivery of the appropriate number of Shares to the Participant.

12.4 Lapse

The Lapse Date in relation to an Option is the earliest of the following dates:

12.4.1 the second anniversary of the Vesting Date;

12.4.2 if a Participant dies or terminates employment before the Vesting Date then, subject to Rule ‎8, the date on which the Participant's employment with any Group Company ends; and

12.4.3 if a Participant dies or terminates employment after the Vesting Date, six months after the date on which the Participant's employment with any Group Company ends.

12.5 Impact of investigation

If an investigation is ongoing which might lead to Malus and/or Clawback being triggered then, unless otherwise determined by the Committee:

12.5.1 exercise (if any) and/or delivery will take effect after the investigation is concluded; and

12.5.2 if the exercise period would otherwise have ended, it will be extended as determined by the Committee.

13 Cash alternative

The Committee may decide to satisfy any Award by paying an equivalent amount in cash, if it considers in its discretion that this would be appropriate. The Committee will in its discretion determine the appropriate cash amount by any reasonable means.

14 Reconstructions and Takeovers

14.1 Acceleration of rights

In the event of a Reconstruction or Takeover before the Vesting Date, the Award may be accelerated and the Committee will as soon as practicable determine the number of Vested Shares or cash due in relation to all Awards, taking account of the proportion of the Performance Period that has elapsed, and the degree to which the Performance Condition has been satisfied.

The Committee will procure as soon as reasonably practicable the delivery to each Participant of the Vested Shares in a Conditional Award or payment of the cash so determined.

For a US Participant the transfer of Shares or payment of cash with respect to an Award subject to Section 409A may be advanced only if the Reconstruction or Takeover constitutes a Change in Ownership under Section 409A in which case the transfer or payment, as applicable, shall be made upon the date of the Reconstruction or Takeover. For a US Participant, such a Reconstruction or Takeover that is a Change in Ownership under Section 409A shall always trigger an advancement in time of the transfer of Shares or payment of cash.

In the case of an Option, this may only be exercised by the Participant over the number of Vested Shares in the period of 21 days from the date of the Reconstruction or Takeover, unless the Committee decides a longer period should apply, and will lapse if it has not been exercised.

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If Awards are accelerated under this rule any Holding Period will still apply unless the Committee determines otherwise.

14.2 Exchange of rights

In the case of a Reconstruction or Takeover involving the exchange of Shares for shares in another company, or in more than one other company, the Committee may in its discretion determine that no Shares or cash should be transferred, and that instead the Participant's right to the Shares comprised in an Award should be replaced by a right to the appropriate number of shares in that other company or companies. For US Participants who are subject to Section 409A any such replacement of Shares with shares in that other company or companies, if made, shall be made in a manner consistent with the requirements of Section 409A.

If Awards are exchanged under this rule any Holding Period will still apply unless the Committee determines otherwise.

14.3 Other transactions

The Committee has discretion to take such action as it may think appropriate if other events happen which may have an effect on Awards. For a US Participant no such action shall result in an advancement or additional deferral in time of the transfer of shares or payment of cash with respect to an Award subject to Section 409A, unless otherwise permitted under Section 409A.

14.4 Malus and Clawback Policy

If this Rule 14 (Reconstructions and Takeovers) applies to an Award, the Committee may determine that the Malus and Clawback Policy will no longer apply to an Award or will be varied in its application to the Award.

In relation to any cash or Shares acquired prior to the relevant event, the Malus and Clawback Policy will continue to apply, subject to Committee discretion to disapply or make other such amendments as it so determines.

15 Discretion to reduce Awards

15.1 Committee can reduce Awards

Notwithstanding any other Rule of the Plan, if circumstances occur which, in the reasonable opinion of the Committee, justify a reduction in one or more Awards granted to any one or more Participants, the Committee may reduce the Awards. The Committee may, at any time prior to the Vesting Date, determine (acting fairly and reasonably) that the cash amount payable under an Award or the number of Shares over which an Award is granted shall be reduced to such amount or number (including to nil) as the Committee considers appropriate in the circumstances.

15.2 Circumstances

The circumstances in which the Committee may consider that it is appropriate to exercise its discretion under Rule ‎15.1, include the following:

15.2.1 the misconduct of a Participant which results in or is reasonably likely to result in

(i) significant reputational damage to the Company, any Group Company or to a relevant business unit (as appropriate);

(ii) a material adverse effect on the financial position of the Company, any Group Company or to a relevant business unit (as appropriate); or

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(iii) a material adverse effect on the business opportunities and prospects for sustained performance or profitability of the Company, any Group Company or relevant business unit (as appropriate);

15.2.2 a material misstatement or restatement in the Company's or any Group Company's audited financial accounts (other than as a result of a change in accounting practice).

15.3 Notification

If the Committee decides to exercise its discretion under this Rule, it shall confirm this in writing to each affected Participant. For the purposes of these Rules:

15.3.1 the Award shall be deemed to have been granted over the reduced cash amount or reduced number of Shares (as the case may be);

15.3.2 any subsequent vesting of an Award shall be determined by reference to this reduced cash amount or reduced number of Shares; and

15.3.3 if the cash amount or number of Shares is reduced to nil, the Award shall be treated as if it had never been granted and a Participant (including a Participant who has left employment before the Vesting Date other than by reason of death) shall have no rights to any cash amount or Shares.

16 General

16.1 Notice

Any notice or other document given to any Employee or Participant pursuant to the Plan shall be delivered to him or sent to him by post or by an electronic communication (including by the updating of any web page) at his address according to the records of his employing company. Notices or other documents sent by post shall be deemed to have been given 5 days following the date of posting. Notices or other documents delivered electronically shall be deemed to have been given the day of transmission.

16.2 Final and conclusive

The decision of the Committee in any question of interpretation of the Rules or any dispute relating to or connected with this Plan shall be final and conclusive.

16.3 Costs

The costs of introducing, operating and administering the Plan shall be borne by the Company and the relevant Group Companies. The Group Company will, if required by the Company, reimburse the Company for any costs incurred in connection with Awards made to Participants who are employed by it.

16.4 Withholding

The Company, any relevant Group Company and/or any relevant trustee may withhold any amounts or make such arrangements as they consider necessary to meet any liability to taxation and social security contributions in respect of the Shares, Dividend Equivalents or cash awarded under the Plan. The arrangements may include the sale of some or all of any Shares subject to an Award on behalf of the Participant, and the use of the proceeds to discharge the liability.

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16.5 Regulations

The Committee shall have power from time to time to make or vary regulations for the administration and operation of the Plan provided that they are not inconsistent with these Rules.

16.6 Section 409A

With respect to Awards granted to Participants who are or become subject to taxation under the federal income tax rules of the United States of America, it is intended for such Awards to be exempt from Section 409A and, to the extent such Awards are not so exempt, for such Awards to comply with the requirements of Section 409A. In furtherance of such intent the provisions of the Plan and any Award document shall be interpreted in a manner that does not result in the imputation of any tax, penalty or interest pursuant to Section 409A, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award document is not warranted or guaranteed.

17 Terms of employment

17.1 Application

This Rule applies:

17.1.1 during an Employee's employment or employment relationship; and

17.1.2 after the termination of an Employee's employment or employment relationship, whether the termination is lawful or unlawful.

17.2 Not part of employment contract

Nothing in the Rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations of an Employee 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 or a continued employment relationship.

17.3 No future expectation

The grant of Awards on a particular basis in any year does not create any right to or expectation of the grant of Awards on the same basis, or at all, in any future year.

17.4 No entitlement

No Employee is entitled to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.

17.5 Decisions

Without prejudice to an Employee's right to receive the Shares comprised in an Award subject to and in accordance with the express terms of the Rules and the Performance Condition, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Award. Any and all discretions, decisions or omissions relating to the Award may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and his

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employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule.

17.6 No compensation

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

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

17.6.2 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;

17.6.3 the operation, suspension, termination or amendment of the Plan.

17.7 Waiver

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Rules, including in particular this Rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to receive Shares subject to and in accordance with the express terms of the Rules and the Performance Condition, in consideration for, and as a condition of, the grant of an Award under the Plan.

17.8 Third parties

Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

17.9 Separate and independent

Each of the provisions of this Rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these Rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

18 Personal data

18.1 Consent

By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to the Company for all purposes relating to the operation of the Plan.

18.2 Types of processing

These include, but are not limited to:

18.2.1 administering and maintaining Participant records;

18.2.2 providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

18.2.3 providing information to future purchasers of the Company or the business in which the Participant works;

18.2.4 transferring information about the Participant to a country or territory outside the European Economic Area.

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19 Changes to and termination of the Plan

19.1 Committee powers

Subject as provided in this Rule, the Committee may, in its discretion, amend the Rules or any part of the Plan as it considers appropriate. Variations may affect the terms of Awards which have already been made.

19.2 Participant’s consent

No amendment shall be made to the Rules or to any outstanding Award which would have the effect of abrogating or altering adversely in any material respect any of the subsisting rights of Participants in relation to Awards, except with the consent of the majority of the Participants affected by the proposed amendment. For a US Participant, no amendment of the Plan may result in the advancement or additional deferral in timing of the transfer of shares or payment of cash with respect to an Award subject to Section 409A except to the extent permitted by Section 409A.

19.3 Shareholder approval

Except as provided in Rule ‎19.4, the prior approval of the Company in general meeting is required for any proposed change to the Rules to the advantage of present or future Participants which relates to:

19.3.1 the persons to or for whom Awards may be made;

19.3.2 the limitations on the number of Shares which may be allocated under the Plan;

19.3.3 the individual limits under Rule ‎4;

19.3.4 any rights attaching to Conditional Awards, Options, Awards or Shares;

19.3.5 the terms of this Rule ‎19.3.

19.4 Minor changes

The approval of the Company in general meeting is not required for any minor changes to the Rules which are:

19.4.1 to benefit the administration of the Plan;

19.4.2 to comply with or take account of the provisions of any proposed or existing legislation;

19.4.3 to take account of any changes to legislation; or

19.4.4 to obtain or maintain favourable tax, exchange control or regulatory treatment of any Group Company or any present or future Participant.

19.5 Employees’ share scheme

No amendment shall take effect to the extent that it would cause the Plan to cease to be an "employees' share scheme" as defined in section 1166 of the Companies Act 2006.

19.6 Termination

The Committee shall have discretion to terminate the Plan at any time, without prejudice to subsisting Awards.

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20 Operating the Plan overseas

The Plan may be operated by the Company both in the United Kingdom and overseas. If the Plan is operated overseas the Committee may vary these rules as it reasonably considers necessary for legal; tax; regulatory or administrative reasons to facilitate the operation of the Plan.

In order to enable the Plan to operate in other overseas jurisdictions, the Committee may decide that when a Participant terminates employment with an employing entity in an overseas jurisdiction or when a Participant relocates outside of an overseas jurisdiction, all rights that the Participant may have under the plan may be terminated; accelerated; varied or settled as the Committee thinks reasonable in all the circumstances.

21 Governing law

The Plan is governed by English law and if there is any conflict of laws, English law shall prevail. All Group Companies and Participants shall submit to the jurisdiction of the English Courts as regards any matter arising under the Plan.

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EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

InterContinental Hotels Group PLC 

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit(3)	Maximum Aggregate Offering Price(2)(3)	Fee Rate	Amount of Registration Fee(2)
Equity	Ordinary Shares, par value 20340/399 pence per share	Rule 457(c) and Rule 457(h)	3,500,000	$49.77	$174,195,000	0.0001102	$19,196.29
Total Offering Amounts					$174,195,000		$19,196.29
Total Fees Previously Paid							-
Total Fee Offsets							-
Net Fee Due							$19,196.29

(1) This Registration Statement on Form S-8 (this “Registration Statement”) covers 3,500,000 ordinary shares, par value 20³⁴⁰/₃₉₉ pence per share (the “Ordinary Shares”), of InterContinental Hotels Group PLC (the “Registrant”) available for issuance pursuant to the InterContinental Hotels Group Long Term Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional ordinary shares that may become issuable under the Plan by reason of any share dividend, share split or other similar transaction.

(2) Rounded up to the nearest penny.

(3) 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 October 13, 2022 (£43.92), converted to U.S. Dollars at the exchange rate at the close of the New York Stock Exchange on October 13, 2022, as reported in the Wall Street Journal (£1 = $1.1331).