S-8

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)	(IRS Employer Identification No.)

67 Alma Road
Windsor, Berkshire SL4 3HD
(Address of principal executive offices)

InterContinental Hotels Group Executive Share Option Plan
InterContinental Hotels Group Performance Restricted Share Plan
InterContinental Hotels Group Short Term Deferred Incentive Plan
InterContinental Hotels Group US Employee Stock Purchase Plan
(Full title of the plan)

Robert Jackman
InterContinental Hotels Group PLC
Three Ravinia Drive, Suite 100
Atlanta, Georgia 30346-2149
Tel: (770) 604-8177
(Name, Address and Telephone Number,
Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of each			Proposed		Proposed
class of			maximum		maximum
securities	Amount		offering		aggregate		Amount of
to be	to be		price		offering		registration
registered	registered (1)		per unit (2)		price (2)		fee
Ordinary Shares, par value £6.25 per share  (3)
InterContinental Hotels Group Executive Share Option Plan		4,000,000	$	12.56	$	50,240,000	$	5,913
InterContinental Hotels Group Performance Restricted Share Plan		8,000,000	$	12.56	$	100,480,000	$	11,827
InterContinental Hotels Group Short Term Deferred Incentive Plan		4,000,000	$	12.56	$	50,240,000	$	5,913
InterContinental Hotels Group US Employee Stock Purchase Plan		7,000,000	$	12.56	$	87,920,000	$	10,348
TOTAL		23,000,000					$	34,001

(1)	The amount of Ordinary Shares being registered represents the maximum aggregate amount issuable to employees in the United States pursuant to the above-referenced plans (the “Plans”) of InterContinental Hotel Group PLC (the “Registrant” or the “Company”).
	This Registration Statement on Form S-8 shall also cover any additional Ordinary Shares which become issuable under the Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding Ordinary Shares of the Registrant.
(2)	Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. The above calculation is based on (i) the middle market quotation for the Ordinary Shares on June 24, 2005 on the London Stock Exchange, and (ii) the noon buying rate in New York City for cable transfers in pounds sterling as certified for custom purposes by the Federal Reserve Bank of New York on June 24, 2005 of £1 = $1.82 .
(3)	The par value of each Ordinary Share will be reduced from £6.25 to 10 pence upon the Registrant’s reduction of capital, expected to become effective on June 30, 2005.

TABLE OF CONTENTS

PART I
	Item 1. Plan Information
	Item 2. Registrant Information and Employee Plan Annual Information
PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
Index to Exhibits
EX-3.1
EX-4.1
EX-4.2
EX-4.3
EX-4.4
EX-4.5
EX-5.1
EX-23.1

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.

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PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The reports listed below have been filed with or furnished to the Commission by the Registrant, and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed or furnished:

(a)(1)	Parts 1 and 3 of the Registrant’s Listing Particulars, dated May 3, 2005, containing financial information and other materials information regarding InterContinental Hotels Group PLC, furnished to the Commission under cover of a Form 6-K by InterContinental Hotels Group PLC on May 4, 2005;
(2)	The Annual Report for InterContinental Hotels Group PLC on Form 20-F for the fiscal year ended December 31, 2004, filed with the Commission on May 3, 2005;
(b)(1)	Form 6-K, dated May 26, 2005, furnished to the Commission by InterContinental Hotels Group PLC, enclosing Supplementary Listing Particulars relating to the Registrant;
(2)	Form 6-K, dated June 27, 2005, furnished to the Commission by the Registrant, enclosing a press release announcing the results of the scheme of arrangement; and
(c)	The description of the Registrant’s ordinary shares of £6.25 each and American Depositary Shares (“ADSs”) each representing one Ordinary Share of £6.25 each evidenced by American Depositary Receipts (“ADRs”) and contained in the Registrant’s Registration Statement on Form F-6, as filed with the Commission on June 3, 2005.

In addition, all filings on Form 20-F filed by the Registrant pursuant to the Securities Exchange Act of 1934 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 Securities Exchange Act of 1934, 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

None.

Item 6. Indemnification of Directors and Officers

Article 158.1 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, every Director and officer of the Company shall be indemnified by the Company out of its own funds against (a) 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 in the actual or purported

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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 (as defined in Section 309A(6) of the Act) and (ii) any liability of the kind referred to in Sections 309B(3) or (4) of the Act; and (b) 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. Where a Director or officer is indemnified against any liability in accordance with this paragraph 158.1, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto.”

Article 158.2 of the Registrant’s Articles of Association provides:

“Without prejudice to paragraph 158.1 above, the Directors shall have power to purchase and maintain insurance for or for the benefit of (i) any person who is or was at any time a Director or officer of any Relevant Company (as defined in paragraph 158.3 below), or (ii) any person who is or was at any time a trustee of any pension fund or employees’ share scheme in which employees of any Relevant Company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by or attaching to him in respect of any act or omission in the actual or purported execution and/or discharge of his duties and/or in the exercise or purported exercise of his powers and/or otherwise in relation to his duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees’ share scheme (and all costs, charges, losses, expenses and liabilities incurred by him in relation thereto).”

Article 158.3 of the Registrant’s Articles of Association provides:

“For the purpose of paragraph 158.2 above, “Relevant Company” shall mean the Company, any holding company of the Company or any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company, or any subsidiary undertaking of the Company or of such other body.”

Article 158.4 of the Registrant’s Articles of Association provides:

“Subject to the provisions of and so far as may be permitted by the Statutes, the Company (i) may provide any current or former Director or officer with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings which relate to anything done or omitted or alleged to have been done or omitted by him as such a Director or officer 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 or in connection with any application under the provisions mentioned in Section 337A(2) of the Act and (ii) may do anything to enable a Director or officer to avoid incurring such expenditure, but so that the terms set out in Section 337A(4) of the Act shall apply to any such provision of funds or other things done provided that, for the purpose of this paragraph 158.4, references to “director” in Section 337A(4) of the Act shall be deemed to include references to a former Director or a current or former officer of the Company.”

Section 309A of the Companies Act 1985 provides:

(1)	This section applies in relation to any liability attaching to a director of a company in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company.
(2)	Any provision which purports to exempt (to any extent) a director of a company from any liability within subsection (1) is void.
(3)	Any provision by which a company directly or indirectly provides (to any extent) an indemnity for a director of –

(a)	the company, or
(b)	an associated company,

against any liability within subsection (1) is void

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This is subject to subsections (4) and (5).

(4)	Subsection (3) does not apply to a qualifying third party indemnity provision (see section 309B(1)).
(5)	Subsection (3) does not prevent a company from purchasing and maintaining for a director of –

(a)	the company, or
(b)	an associated company,

	insurance against any liability within subsection (1).
(6)	In this section –
	“associated company”, in relation to a company (“C”), means a company which is C’s subsidiary, or C’s holding company or a subsidiary of C’s holding company; “provision” means a provision of any nature, whether or not it is contained in a company’s articles or in any contract with a company.

Section 309B of the Companies Act 1985 provides:

(1)	For the purposes of section 309A(4) a provision is a qualifying third party indemnity provision if it is a provision such as is mentioned in section 309A(3) in relation to which conditions A to C below are satisfied.
(2)	Condition A is that the provision does not provide any indemnity against any liability incurred by the director –

(a)	to the company, or
(b)	to any associated company.

(3) Condition B is that the provision does not provide any indemnity against any liability incurred by the director to pay –

(a)	a fine imposed in criminal proceedings, or
(b)	a sum payable to a regulatory authority by way of a penalty in respect of noncompliance with any requirement of a regulatory nature (however arising).

(4) Condition C is that the provision does not provide any indemnity against any liability incurred by the director –

(a)	in defending any criminal proceedings in which he is convicted, or
(b)	in defending any civil proceedings brought by the company, or an associated company, in which judgment is given against him, or
(c)	in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely –

(i)	section 144(3) or (4) (acquisition of shares by innocent nominee), or
(ii)	section 727 (general power to grant relief in case of honest and reasonable conduct).

(5)	In paragraph (a), (b) or (c) of subsection (4) the reference to any such conviction, judgment or refusal of relief is a reference to one that has become final.
(6)	For the purposes of subsection (5) a conviction, judgment or refusal of relief becomes final –

(a)	if not appealed against, at the end of the period for bringing an appeal, or
(b)	if appealed against, at the time when the appeal (or any further appeal) is disposed of.

(7) An appeal is disposed of –

(a)	if it is determined and the period for bringing any further appeal has ended, or
(b)	if it is abandoned or otherwise ceases to have effect.

(8) In this section “associated company” and “provision” have the same meaning as in section 309A.

Section 309C of the Companies Act 1985 provides:

(1) Subsections (2) and (3) impose disclosure requirements in relation to a directors’ report under section 234 in respect of a financial year.

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(2) If –

(a)	at the time when the report is approved under section 234A, any qualifying third party indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, or
(b)	at any time during the financial year, 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 any such provision is or (as the case may be) was so in force.
(3)	If the company has made a qualifying third party indemnity provision and –

(a)	at the time when the report is approved under section 234A, any qualifying third party indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, or
(b)	at any time during the financial year, 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 any such provision is or (as the case may be) was so in force.
(4)	Subsection (5) applies where a company has made a qualifying third party indemnity provision for the benefit of a director of the company or of an associated company.
(5)	Section 318 shall apply to –

(a)	the company, and
(b)	if the director is a director of an associated company, the associated company,

	as if a copy of the provision, or (if it is not in writing) a memorandum setting out its terms, were included in the list of documents in section 318(1).
(6)	In this section –
	“associated company” and “provision” have the same meaning as in section 309A; and
	“qualifying third party indemnity provision” has the meaning given by section 309B(1).

Section 337A of the Companies Act 1985 provides:

(1) A company is not prohibited by section 330 from doing anything to provide a director with funds to meet expenditure incurred or to be incurred by him –

(a)	in defending any criminal or civil proceedings, or
(b)	in connection with any application under any of the provisions mentioned in subsection (2).

(2)	The provisions are –
	section 144(3) and (4) (acquisition of shares by innocent nominee), and
	section 727 (general power to grant relief in case of honest and reasonable conduct).
(3)	Nor does section 330 prohibit a company from doing anything to enable a director to avoid incurring such expenditure.
(4)	Subsections (1) and (3) only apply to a loan or other thing done as mentioned in those subsections if the terms on which it is made or done will result in the loan falling to be repaid, or any liability of the company under any transaction connected with the thing in question falling to be discharged, not later than –

(a)	in the event of the director being convicted in the proceedings, the date when the conviction becomes final,
(b)	in the event of judgment being given against him in the proceedings, the date when the judgment becomes final, or
(c)	in the event of the court refusing to grant him relief on the application, the date when the refusal of relief becomes final.

(5) For the purposes of subsection (4) a conviction, judgment or refusal of relief becomes final –

(a)	if not appealed against, at the end of the period for bringing an appeal, or
(b)	if appealed against, at the time when the appeal (or any further appeal) is disposed of.

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(6) An appeal is disposed of –

(a)	if it is determined and the period for bringing any further appeal has ended, or
(b)	if it is abandoned or otherwise ceases to have effect.

Section 727 of the Companies Act 1985 provides:

(1)	If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or 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 that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has 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 for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms as it thinks fit.
(2)	If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him under this section as it would have had if it had been a court before which proceedings against that person 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 or 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 in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper.

Item 7. Exemption From Registration Claimed

Not applicable.

Item 8. Exhibits

The following are filed as exhibits to this registration statement:

3.1	Memorandum and Articles of Association.
4.1	Specimen share certificate for the Registrant’s Ordinary Shares of 10 pence each.
4.2	Rules of the InterContinental Hotels Group Executive Share Option Plan.
4.3	Rules of the InterContinental Hotels Group Performance Restricted Share Plan
4.4	Rules of the InterContinental Hotels Group Short Term Deferred Incentive Plan.
4.5	Rules of the InterContinental Hotels Group US Employee Stock Purchase Plan.
5.1	Opinion of Linklaters, as to the validity of the securities being registered.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Linklaters (included in Exhibit 5 to this Registration Statement).
24.1	Power of Attorney (included on signature pages).

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 of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of

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the 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 the 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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect of the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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 the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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, the Registrant will, unless in the opinion of its counsel the question has already 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.

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SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of 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 June 27, 2005.

InterContinental Hotels Group PLC (Registrant)
By:	/s/ Andrew Cosslett
Name: Title:	Andrew Cosslett Director

POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Solomons, Richard Winter, Nicolette Henfrey and Catherine Springett, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933 (the “Securities Act”), and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of the Ordinary Shares of the Registrant, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his respective capacity as Member of the Board of Directors or Officer of the Registrant, this Registration Statement and/or such other form or forms as may be appropriate to be filed with the Commission as he may deem appropriate in respect of the Ordinary Shares of the Registrant, to any and all amendments, including post-effective amendments, to this Registration Statement and to any and all instruments and documents filed as part of or in connection with this Registration Statement and any and all amendments thereto, including post-effective amendments.

            Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities on June 27, 2005.

/s/ Andrew Cosslett
Andrew Cosslett	Robert C. Larson
Director and Chief Executive	Director
(Principal Executive Officer)
/s/ Richard Solomons	/s/ David Prosser
Richard Solomons	David Prosser
Director and Finance Director	Director
(Principal Financial and Accounting Officer)
/s/ David Webster	/s/ Sir Howard Stringer
David Webster	Sir Howard Stringer
Director	Director
/s/ Richard Hartman	/s/ David Kappler
Richard Hartman	David Kappler
Director	Director
/s/ Stevan Porter	/s/ Robert Jackman
Stevan Porter	Robert Jackman
Director	Agent for Service of Process and
	Authorized Representative in the
	United States of America
/s/ Ralph Kugler
Ralph Kugler
Director

Index to Exhibits

3.1	Memorandum and Articles of Association.
4.1	Specimen share certificate for the Registrant’s Ordinary Shares of 10 pence each.
4.2	Rules of the InterContinental Hotels Group Executive Share Option Plan.
4.3	Rules of the InterContinental Hotels Group Performance Restricted Share Plan.
4.4	Rules of the InterContinental Hotels Group Short Term Deferred Incentive Plan.
4.5	Rules of the InterContinental Hotels Group US Employee Stock Purchase Plan.
5.1	Opinion of Linklaters, as to the validity of the securities being registered.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Linklaters (included in Exhibit 5.1 to this Registration Statement).
24.1	Power of Attorney (included on signature pages).

EX-3.1

Exhibit 3.1

No. 5134420

The Companies Act 1985
Company Limited by Shares

INTERCONTINENTAL HOTELS GROUP PLC

MEMORANDUM AND ARTICLES OF ASSOCIATION

Linklaters

One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222
Ref JLF/TXMB

Memorandum altered and Articles of Association adopted with effect from 27 June 2005 pursuant to a
Special Resolution of the Company passed on 15 June 2005.

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THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
INTERCONTINENTAL HOTELS GROUP PLC

1	The Company’s name is “Intercontinental Hotels Group PLC”.1
2	The Company is to be a public company.
3	The Company’s registered office is to be situated in England and Wales.
4	The objects for which the Company is established are:-

(A)	To acquire, purchase and take over shares in the company formerly known as InterContinental Hotels Group PLC (registered number 4551528) and its subsidiaries and subsidiary undertakings and to carry on business as an investment holding company and to control and co-ordinate the business of any companies in which the Company is for the time being interested.
(B)	To acquire (whether by original subscription, tender, purchase, exchange, underwriting or otherwise and whether conditionally or otherwise) shares or stocks, debentures, debenture stock, bonds, obligations or any other securities (and any options or rights in respect thereof or interests therein) issued or guaranteed by any other corporation constituted or carrying on business in any part of the world and whether or not engaged or concerned in the same or similar trades or occupations as those carried on by the Company or its subsidiaries and the debentures, debenture stock, bonds, obligations or any other security issued or guaranteed by any government, sovereign ruler, commissioner, public body or authority, whether supreme, local or otherwise in any part of the world and whether such shares, stocks, debentures, debenture stocks, bonds, obligations or securities are or are not fully paid up and to make payments thereon as called up or in advance of calls or otherwise and to hold the same with a view to investment or to sell, exchange or otherwise dispose of the same and to buy and sell foreign exchange.
(C)	To carry on all or any of the businesses of licensed victuallers, hotel keepers, inn-keepers, beer-house keepers, restaurant keepers, lodging-house keepers, caterers and purveyors of refreshments, refreshment contractors, refreshment room proprietors, sugar merchants, tobacconists, and the business of owning, leasing, managing and franchising hotels and lodging houses of all kinds.

¹ The Company was incorporated as Hackremco (No. 2154) Limited on 21 May 2004. On 24 March 2005 the name of the Company was changed to New InterContinental Hotels Group Limited. On 27 April 2005, the Company re-registered as a public limited company and its name was changed to New InterContinental Hotels Group PLC with effect from that date. With effect from 27 June 2005, the name of the Company was changed to InterContinental Hotels Group PLC.

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(D)	To manufacture, buy, sell, improve, treat, preserve, fine, aerate, mineralise, bottle and otherwise deal in minerals and aerated waters and other liquids of every description; and to produce, buy, sell and deal in all materials and things capable of being used in connection with any such business aforesaid; and to manufacture, buy, sell and deal in casks, kegs, bottles and other containers of all kinds and plant, machines, apparatus and appliances capable of being used in connection with any such business as aforesaid.
(E)	To grow, manufacture, buy, sell, manipulate, and deal both wholesale and retail in commodities, articles and things of all kinds which can conveniently be dealt in by the Company in connection with any of its objects.
(F)	To carry on any other business or activity of any nature whatsoever which may seem to the Directors to be capable of being conveniently or advantageously carried on in connection or conjunction with any business of the Company hereinbefore or hereinafter authorised or to be expedient with a view directly or indirectly to enhancing the value of or to rendering profitable or more profitable any of the Company’s assets or utilising its skills, know-how or expertise.
(G)	To carry on any of its business by or through a subsidiary or subsidiaries and to form or establish in any part of the world any company or companies for the purpose of carrying on as principal or as agent for the Company any business herein authorised or which may seem conducive to the Company’s interests and to subscribe for, hold and deal with the shares of any company that may be so formed or established and to guarantee the due performance of its obligations and to transfer to any such company any part or branch of its business.
(H)	To purchase, acquire, rent, build, construct, alter, remove, replace, equip, execute, carry out, improve, work, develop, administer, maintain, manage or control any freehold, leasehold or other property and, in particular, breweries, hotels, restaurants, licensed premises, cafes, bars or refreshment saloons and the goodwill of any business carried on therein and the stock-in-trade, plant, machinery or effects thereof or thereupon and any other buildings, structures or facilities of all kinds, whether the same be required for the purposes of the Company or for sale or hire to or in return for any consideration from any other company, firm or persons, and to contribute to or assist in or carry out any part of any such operations.
(I)	To purchase or otherwise acquire for any estate or interest any property (real or personal) or assets or any concessions, licences, grants, patents, trade marks, copyrights or other exclusive or non-exclusive rights of any kind and to hold, develop and turn to account and deal with the same in such manner as may be thought fit, and to make experiments and tests and to carry on all kinds of research work.
(J)	To borrow and raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit and in particular by mortgage and charges upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of the Company, or by the creation and issue on such terms and conditions as may be thought fit of debentures, debenture stock or other securities of any description.
(K)	To draw, make, accept, endorse, discount, negotiate, execute, and issue, and to buy, sell and deal with bills of exchange, promissory notes, and other negotiable or transferable instruments or securities.
(L)	To amalgamate or enter into partnership or any joint purpose or profit/loss-sharing arrangement or other association with and to co-operate in any way with or assist or

3

subsidise any company, firm, person or body, and to purchase or otherwise acquire and undertake all or any part of the business, property and liabilities of any company, firm, person or body carrying on any business which the Company is authorised to carry on or possessed of any property suitable for the purposes of the Company.

(M)	To promote, or join in the promotion of, any company, whether or not having objects similar to those of the Company.
(N)	To pay all preliminary expenses of the Company and any company promoted by the Company or any company in which this Company is or may contemplate being interested, including in such preliminary expenses all or any part of the costs and expenses of owners of any business or property acquired by the Company.
(O)	To advance, lend or deposit money or give credit to or with any company, firm or person on such terms as may be thought fit and with or without security.
(P)	To issue any securities which the Company has power to issue for any other purpose by way of security or indemnity or in satisfaction of any liability undertaken or agreed to be undertaken by the Company.
(Q)	To guarantee or give indemnities or provide security, whether by personal covenant or by mortgage or charge upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of the Company, or by all or any such methods, for the performance of any contracts or obligations, and the payment of capital or principal (together with any premium) and dividends or interest on any shares, debentures or other securities, of any person, firm or company including (without limiting the generality of the foregoing) any company which is for the time being a holding company of the Company or another subsidiary of any such holding company or is associated with the Company in business.
(R)	To sell, lease, grant licenses, easements and other rights over, and in any other manner deal with or dispose of, the undertaking, property, assets, rights and effects of the Company or any part thereof for such consideration as may be thought fit, and in particular for stocks, shares or securities of any other company whether fully or partly paid up.
(S)	To procure the registration, recognition or incorporation of the Company in or under the laws of any territory outside England.
(T)	To subscribe, or guarantee money for, any national, charitable, benevolent, public, general or useful object or for any exhibition, or for any purpose which may be considered likely directly or indirectly to further the interests of the Company or of its members.
(U)	(i) To establish and maintain or contribute to any pension or superannuation funds for the benefit of, and to give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any individuals who are or were at any time in the employment or service of the Company or of any associated company, or who are or were at any time directors or officers of the Company or of any associated company, and the wives, widows, families and dependants of any such individuals; to establish and subsidise or subscribe to any institutions, associations, clubs or funds which may be considered likely to benefit any such persons or to further the interests of the Company or of any associated company; and to make payments for or towards the insurance of any such persons.
	(ii) To establish and maintain, and to lend or contribute to, any scheme for encouraging or facilitating the holding of shares or debentures or other securities

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in the Company or any associated company by or for the benefit of its employees or former employees, or those of any associated company, or by or for the benefit of such other persons as may for the time being be permitted by law, or any scheme for sharing profits with its employees or those of its associated companies, and (so far as for the time being permitted by law) to lend money to employees of the Company or of any associated company with a view to enabling them to acquire shares in the Company or any associated company.

(iii) (a) To purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers or employees or auditors of the Company, or of any associated company, or who are or were at any time trustees of any pension fund or employees’ share scheme in which any employees of the Company or of any associated company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to the Company or associated company or pension fund; (b) to such extent as may be permitted by law otherwise to indemnify any such person against or from any such liability; and (c) (i) to provide a Director or officer with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with any application under those provisions of the Companies Act 1985 referred to in Section 337A(2) of that Act and (ii) to do anything to enable a Director to avoid incurring such expenditure.

(iv) In this paragraph (U):

(a) an “associated company” is any company (i) which is the Company’s holding company or (ii) in which the Company or its holding company or any of the predecessors of the Company or of such holding company has any interest whether direct or indirect or (iii) which is in any way allied to or associated with the Company or its holding company or any of the predecessors of the Company or of such holding company, or (iv) which is a subsidiary undertaking of any other associated company; and

(b) “holding company” and “subsidiary undertaking” have the same meanings as in the Companies Act 1985 as amended by the Companies Act 1989.

(V)	To distribute among members of the Company in specie or otherwise, by way of dividend or bonus or by way of reduction of capital, all or any of the property or assets of the Company, or any proceeds of sale or other disposal of any property or assets of the Company, with and subject to any incident authorised and consent required by law.
(W)	To do all or any of the things and matters aforesaid in any part of the world, and either as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents, subsidiary companies or otherwise, and either alone or in conjunction with others.
(X)	To do all such other things as may be considered to be incidental or conducive to any of the above objects.

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	And it is hereby declared that the objects of the Company as specified in each of the foregoing paragraphs of this clause (except only if and so far as otherwise expressly provided in any paragraph) shall be separate and distinct objects of the Company and shall not be in any way limited by reference to any other paragraph or the order in which the same occur or the name of the Company.
5	The liability of the members is limited.
6	The share capital of the Company is £100 divided into 100 shares of £1 each.2

² Share capital increased from £100 to £50,100 by the creation of a redeemable preference share of £50,000 by way of a resolution of the Company passed at an Extraordinary General Meeting held on 21 April 2005. By resolutions of the Company passed at an Extraordinary General Meeting held on 20 May 2005, the share capital was further increased from £50,100 to £10,000,050,000 by the creation of 9,999,999,900 additional ordinary shares of £1 each and the ordinary share capital was then consolidated into 1,600,000,000 ordinary shares of £6.25 each.

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No. 5134420

The Companies Act 1985
Company Limited by Shares

INTERCONTINENTAL HOTELS GROUP PLC

ARTICLES OF ASSOCIATION

Linklaters

One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222
Ref JLF/TXMB

Adopted with effect from 27 June 2005 pursuant to a Special Resolution of the Company passed on 15 June 2005.

Contents

	Article No.		Page No.
Preliminary		1-2		1-6
Share Capital		3-4		6-7
Variation of Rights		5-6		7-8
Alteration of Share Capital		7-11		8-9
Shares		12-16		9-11
Evidence of Title to Securities		17		11
Share Certificates		18-22		12-13
Calls on Shares		23-28		13-14
Forfeiture and Lien		29-36		14-16
Transfer of Shares		37-43		16-18
Transmission of Shares		44-46		18-19
Untraced Shareholders		47-48		19
General Meetings		49-50		20
Notice of General Meetings		51-52		20-21
Overflow of General Meetings		53-55		21
Proceedings at General Meetings		56-66		21-23
Votes of Members		67-72		23-26
Proxies		73-78		26-27
Corporations Acting by Representatives		79		28
Directors		80-88		28-30
Appointment and Retirement of Directors		89-97		30-32
Alternate Directors		98-101		32-33
Meetings and Proceedings of Directors		102-111		33-36
Borrowing Powers		112-113		37
General Powers of Directors		114-118		37-38
President		119		38
Departmental, Division or Local Directors		120		38-39
Secretary		121		39
The Seal		122-124		39
Record Date		125		39
Authentication of Documents		126		40
Reserves		127		40

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	Article No.		Page No.
Dividends		128-140		40-43
Capitalisation of Profits and Shares		141-142		43-45
Minutes		143		45
Accounts		144-145		45
Auditors		146-147		46
Notices		148-155		46-48
Winding up		156-157		48-49
Indemnity		158		49-50
Overriding Provisions		159		50-53

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The Companies Act 1985

COMPANY LIMITED BY SHARES

Articles of Association

Adopted by Special Resolution passed on 15 June 2005

of

INTERCONTINENTAL HOTELS GROUP PLC¹

Preliminary

1	The regulations in Table A in The Companies (Tables A to F) Regulations 1985 and in any Table A applicable to the Company under any former enactment relating to companies shall not apply to the Company.
2	In these Articles (if not inconsistent with the subject or context) the words and expressions set out below shall have the following meanings:
	“Act” means the Companies Act 1985 as amended by the Companies Act 1989.
	“Auditors” means the auditors for the time being of the Company.
	“in writing” means written or produced by any substitute for writing or partly one and partly another including (but only to the extent that the recipient (if not the Company) has requested or agreed) electronic communication.
	“London Stock Exchange” means London Stock Exchange plc.
	“month” means calendar month.
	“Office” means the registered office of the Company for the time being.
	“Operator” means CRESTCo Limited or such other person as may for the time being be approved by H.M. Treasury as Operator under the Regulations.
	“Operator-instruction” means a properly authenticated dematerialised instruction attributable to the Operator.
	“paid” means paid or credited as paid.
	“participating security” means a security title to units of which is permitted by the Operator to be transferred by means of a relevant system.
	“Register” means the register of members of the Company.
	“Regulations” means the Uncertificated Securities Regulations 2001.

¹ The Company was incorporated as Hackremco (No. 2154) Limited on 21 May 2004. On 24 March 2005 the name of the Company was changed to New InterContinental Hotels Group Limited. On 27 April 2005, the Company re-registered as a public limited company and its name was changed to New InterContinental Hotels Group PLC with effect from that date. With effect from 27 June 2005, the name of the Company was changed to InterContinental Hotels Group PLC.

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“relevant system” means a computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the Regulations.

“Seal” means the Common Seal of the Company.

“Securities Seal” means the official seal kept by the Company by virtue of Section 40 of the Act.

“Statutes” means the Act, the Regulations and every other statute for the time being in force concerning companies and affecting the Company.

“these Articles” means these Articles of Association as from time to time altered.

“Transfer Office” means the place where the Register is situated for the time being.

“United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.

“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000.

“year” means calendar year.

The expression “address” shall include, in relation to electronic communication, any number or address (including in the use of any Uncertificated Proxy Instruction permitted under Article 75, an identification number of a participant in the relevant system) used for the purpose of such communication.

The expressions “communication” and “electronic communication” shall have the same respective meanings as in the Electronic Communications Act 2000, the latter including, without limitation, e-mail, facsimile, CD-Rom, audio tape and telephone transmission and (in the case of electronic communication by the Company in accordance with Article 155) publication on a web site.

The expressions “debenture” and “debenture holder” shall respectively include “debenture stock” and “debenture stockholder”.

The expression “Director” shall include all the directors of the Company.

The expression “Group” in relation to moneys borrowed means the Company and its subsidiary undertakings for the time being.

The expression “moneys borrowed” shall be deemed to include (to the extent that the same would not otherwise fall to be taken into account):

(i)	the principal amount of any debentures, as defined in Section 744 of the Act and any fixed premium payable on final repayment thereof save to the extent that such amounts otherwise fall to be included as moneys borrowed;
(ii)	the principal amount raised by the acceptance of bills by the Company or any subsidiary (not being acceptance of trade bills for the purchase of goods in the ordinary course of business) or by any bank or accepting house under any acceptance credit opened on behalf of the Company or any subsidiary;
(iii)	the nominal amount of any share capital and the principal amount of any other debentures or other borrowed moneys (together with any fixed premium payable on final redemption or repayment) the redemption or repayment of which is guaranteed (or is the subject of an indemnity granted) by the Company or a

2

	subsidiary, save to the extent that the amount guaranteed otherwise falls to be included as moneys borrowed;
(iv)	the nominal amount of any paid-up share capital, except ordinary share capital, of a subsidiary which is not for the time being beneficially owned by the Company or a subsidiary;
(v)	the aggregate amount owing by any member of the Group under finance leases (as determined in accordance with any then current International Financial Reporting Standard or otherwise in accordance with United Kingdom generally accepted accounting principles but excluding leaseholds of immovable property);
(vi)	the principal amount of any book debts of any member of the Group which have been sold or agreed to be sold, to the extent that any member of the Group is for the time being liable to indemnify or reimburse the purchaser in respect of any non-payment in respect of such book debts; and
(vii)	any part of the purchase price of any movable or immovable assets acquired by any member of the Group, the payment of which is deferred beyond the date of completion of the conveyance, assignment or transfer of the legal estate to such assets or, if no such conveyance, assignment or transfer is to take place within six months after the date on which the contract for such purchase is entered into or (if later) becomes unconditional, beyond that date;

but shall be deemed not to include:

(viii)	a proportion of the moneys borrowed by any partly-owned subsidiary otherwise than from the Company or a subsidiary equal to the proportion of its ordinary share capital not directly or indirectly attributable to the Company;
(ix)	amounts borrowed and falling to be taken into account as moneys borrowed pending their application for the purpose of repaying the whole or any part of the other moneys borrowed provided that they are so applied within six months of being so borrowed;
(x)	amounts borrowed by the Company or any subsidiary to finance any contract for the sale of goods in respect of which any part of the price receivable is guaranteed by the Export Credit Guarantee Department of the Board of Trade or any institution carrying on similar business to the extent of that part of the contract price guaranteed notwithstanding that such amount is secured by a pledge or charge on the interest in such contract or the underlying goods or bills of exchange or the negotiable instruments drawn or made in connection therewith or the interest in any letters of credit issued or guarantee or indemnity or security held in relation thereto;
(xi)	all sums (whether or not carrying interest) deposited with the Company or with any subsidiary by tenants or managers of premises owned by any such company by way of earnest or security for the performance by such tenants or managers of their obligations or by loan clubs or by similar associations;
	and so that:
(xii)	no amount shall be taken into account more than once in the same calculation but subject thereto (i) to (xii) above shall be read cumulatively;

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(xiii)

moneys borrowed shall be offset by cash and cash equivalence as determined in accordance with any then current International Financial Reporting Standards or otherwise in accordance with United Kingdom generally accepted accounting principles; and

(xiv)

in determining the amount of any debentures or other moneys borrowed or of any share capital for the purpose of this paragraph there shall be taken into account the nominal or principal amount thereof (or, in the case of partly-paid debentures or shares, the amount for the time being paid up thereon) together with any fixed or minimum premium payable on final redemption or repayment provided that if moneys are borrowed or shares are issued on terms that they may be repayable or redeemable (or that any member of the Group may be required to purchase them) earlier than their final maturity date (whether by exercise of an option on the part of the issuer or the creditor (or a trustee for the creditor) or the shareholder, by reason of a default or for any other reason) at a premium or discount to their nominal or principal amount then there shall be taken into account the amount (or the greater or greatest of two or more alternative amounts) which would, if those circumstances occurred, be payable on such repayment, redemption or purchase at the date as at which the calculation is being made.

The expression “officer” shall include a Director, manager and the Secretary, but shall not include an auditor.

The expressions “recognised clearing house” and “recognised investment exchange” shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000.

The expression “Secretary” shall include any person appointed by the Directors to perform any of the duties of the Secretary including, but not limited to, a joint, assistant or deputy Secretary.

The expression “share capital and consolidated reserves” shall mean at any time a sum equal to the aggregate, as shown by the relevant balance sheet, of the amount paid up on the issued or allotted share capital of the Company and the amount standing to the credit of the reserves (including the profit and loss account and any share premium account or capital redemption reserve) of the Company and its subsidiary undertakings included in the consolidation in the relevant balance sheet but after:

(i)	adding back any debit balance on profit and loss account or on any other reserve;
(ii)	excluding any amount taken directly to reserves for taxation;
(iii)	making such adjustments as may be appropriate in respect of any variation in the amount of such paid up share capital and/or any such reserves (other than profit and loss account) subsequent to the date of the relevant balance sheet and so that for this purpose if any issue or proposed issue of shares by the Company for cash has been underwritten then such shares shall be deemed to have been issued and the amount (including any premium) of the subscription moneys payable in respect thereof (not being moneys payable later than six months after the date of allotment) shall to the extent so underwritten be deemed to have been paid up on the date when the issue of such shares was underwritten (or, if such underwriting was conditional, on the date when it became unconditional);

4

(iv)	making such adjustments as may be appropriate in respect of any distribution declared, recommended or made by the Company or its subsidiary undertakings (to the extent not attributable directly or indirectly to the Company) out of profits earned up to and including the date of the relevant balance sheet to the extent that such distribution is not provided for in such balance sheet;
(v)	making such adjustments as may be appropriate in respect of any variation in the interests of the Company in its subsidiary undertakings (including a variation whereby an undertaking becomes or ceases to be a subsidiary undertaking) since the date of the relevant balance sheet;
(vi)	if the calculation is required for the purposes of or in connection with a transaction under or in connection with which any undertaking is to become or cease to be a subsidiary undertaking of the Company, making all such adjustments as would be appropriate if such transaction had been carried into effect; and
(vii)	excluding minority interests in subsidiary undertakings to the extent not already excluded.

For the purpose of this definition, the “relevant balance sheet” means, at any time, the latest audited consolidated balance sheet dealing with the state of affairs of the Company and (with or without exceptions) its subsidiary undertakings.

For the purposes of this definition:

(i)	capital allotted shall be treated as issued and any capital already called up or payable at any fixed future date shall be treated as already paid up, and
(ii)	any company which it is proposed shall become a subsidiary shall be treated as if it had already become a subsidiary.

The expression “shareholders’ meeting” shall include both a General Meeting and a meeting of the holders of any class of shares of the Company.

All such provisions of these Articles as are applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder” shall be construed accordingly.

Except where the context otherwise requires, any reference to issued shares of any class (whether of the Company or of any other company) shall not include any shares of that class held as treasury shares.

Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine. Words denoting persons shall include bodies corporate and unincorporated associations.

References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these Articles).

Subject as aforesaid any words or expressions defined in the Act or the Regulations shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.

A Special or Extraordinary Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles.

5

References herein to a share (or to a holding of shares) being in uncertificated form or in certificated form are references, respectively, to that share being an uncertificated unit of a security or a certificated unit of a security for the purposes of the Regulations.

Share Capital

3	Amount of Share Capital
	The share capital of the Company at the date of adoption of these Articles is £10,000,050,000 divided into 1,600,000,000 ordinary shares of £6.25 each (“Ordinary Shares”) and one Redeemable Preference Share of £50,000 (the “Redeemable Preference Share”). The Ordinary Shares will have attached thereto the rights and privileges and be subject to the limitations and restrictions specified in this Article 3. The Redeemable Preference Share will have attached thereto the rights and privileges and be subject to the limitations and restrictions specified in Article 4.
3.1	Income
	Subject to the rights attached to any other share or class of share, the holders of Ordinary Shares shall be entitled to be paid any profits of the Company available for distribution and determined to be paid by the Directors rateably according to the amounts paid up on such shares.
3.2	Capital
	On a return of capital on winding up or otherwise (except on redemption in accordance with the terms of issue of any share, or purchase by the Company of any share or on a capitalisation issue and subject to the rights of any other class of shares that may be issued) after paying such sums as may be due in priority to holders of any other class of shares in the capital of the Company, any further such amount shall be paid to the holders of the Ordinary Shares rateably according to the amounts paid up or credited as paid up in respect of each Ordinary Share.
3.3	Voting at General Meetings
	The holders of Ordinary Shares shall be entitled, in respect of their holdings of such shares, to receive notice of General Meetings and to attend, speak and vote at such meetings in accordance with these Articles.
4	Redeemable Preference Share
	The rights attaching to the Redeemable Preference Share shall be as follows:
4.1	the Redeemable Preference Share shall carry no rights to receive any of the profits of the Company available for distribution by way of dividend or otherwise;
4.2	if there is a return of capital on winding up or otherwise the assets of the Company available for distribution among the members shall be applied first in repaying in full the holder of the Redeemable Preference Share the amount paid up on such share;
4.3	except as provided above the Redeemable Preference Share shall not carry any right to participate in profits or assets of the Company;
4.4	subject to the provisions of the Act, the Company may redeem the Redeemable Preference Share at its nominal amount at any time specified by either the Directors or the

6

	holder of the Redeemable Preference Share provided always that if the Company shall at any time be unable in compliance with the provisions of the Act to redeem the Redeemable Preference Share on the date specified by the Directors of the Company or by the holder of the Redeemable Preference Share then the Company shall redeem such share as soon as it is able to comply with such provisions of the Act;
4.5	subject to the provisions of the Act, any notice of redemption served shall specify the date fixed for redemption and upon such date the holder of the Redeemable Preference Share shall be bound to present the certificate in respect thereof in order that the same may be cancelled. Upon such delivery the Company shall pay to such holder the amount due to him in respect of such redemption; and
4.6	the holder of the Redeemable Preference Share shall not be entitled to receive notice of or attend and vote at any General Meeting of the Company unless a resolution is to be proposed:

4.6.1	to wind up the Company; or
4.6.2	which varies, modifies, alters or abrogates any of the rights attaching to the Redeemable Preference Share.

Variation of Rights

5	Manner of variation of rights
5.1	Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Statutes and Article 4.6.2, be varied or abrogated either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of the class or with the sanction of an Extraordinary Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up.
5.2	To every such separate General Meeting all the provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons at least holding or representing by proxy at least one-third in nominal value of the issued shares of the class (but so that at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum) and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him but not otherwise.
5.3	The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.
6	Matters not constituting variation of rights
	The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by (a) the creation or issue of further shares ranking as regards participation in the profits

7

	or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto or (b) the purchase or redemption by the Company of any of its own shares.
Alteration of Share Capital
7	Increase of Share Capital
	The Company may from time to time by Ordinary Resolution increase its capital by such sum to be divided into shares of such amounts as the resolution shall prescribe. All new shares shall be subject to the provisions of the Statutes and of these Articles with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.
8	Consolidation, cancellation and subdivision
	The Company may by Ordinary Resolution:
8.1	consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
8.2	cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person and diminish the amount of its capital by the amount of the shares so cancelled;
8.3	subdivide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the provisions of the Statutes), and so that the resolution whereby any share is subdivided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to unissued or new shares.
9	Proceeds of consolidation and subdivision
	Whenever as a result of a consolidation or subdivision of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to transfer the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale. So far as the Statutes allow, the Directors may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation or subdivision and representing fractional entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof.
10	Purchase of own shares
10.1	Subject to the provisions of the Statutes, the Company may purchase, or may enter into a contract under which it will or may purchase, any of its own shares (including any redeemable shares) but so that if there shall be in issue any shares which are admitted to

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the official list maintained by the UK Listing Authority and which are convertible into equity share capital of the Company of the class proposed to be purchased, then the Company shall not purchase, or enter into a contract under which it will or may purchase, such equity shares unless either:

10.1.1	the terms of issue of such convertible shares include provisions permitting the Company to purchase its own equity shares or providing for adjustment to the conversion terms upon such a purchase; or
10.1.2	the purchase, or the contract, has first been approved by an Extraordinary Resolution passed at a separate meeting of the holders of such convertible shares.

10.2	The Company may not exercise any rights in respect of treasury shares held by it, including any rights to attend or vote at meetings, to participate in any offer by the Company to shareholders or to receive any distribution (including in a winding up), but without prejudice to its rights to sell the treasury shares, to transfer the shares for the purposes of or pursuant to an employees’ share scheme, to receive an allotment of shares as fully paid bonus shares in respect of the treasury shares or to receive any amount payable on redemption of any redeemable treasury shares.
11	Reduction of capital
11.1	Subject to the provisions of the Act, the Company may by Special Resolution reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any way.
11.2	Holders of shares of the Company allotted and issued pursuant to the scheme of arrangement (the ”Scheme”) under section 425 of the Act dated 3 May 2005 between the company formerly known as “InterContinental Hotels Group PLC” (with registered number 4551528) and the holders of its Scheme Shares (as defined in the Scheme) shall be bound by any Special Resolution to reduce or approve the reduction of the capital of the Company in any way duly passed at any Extraordinary General Meeting prior to the Scheme becoming effective.

Shares

12	Rights attaching to shares on issue
	Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may be issued with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination, as the Directors may determine) and subject to the provisions of the Statutes the Company may issue any shares which are, or at the option of the Company or the holder are liable, to be redeemed.
13	Directors’ power to allot securities and to sell treasury shares
13.1	Subject to the provisions of the Statutes relating to authority, pre-emption rights and otherwise and of any resolution of the Company in General Meeting passed pursuant thereto, all unissued shares shall be at the disposal of the Directors and they may allot

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	(with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper.
13.2	The Directors shall be generally and unconditionally authorised pursuant to, and in accordance with, Section 80 of the Act to exercise for each Allotment Period all the powers of the Company to allot relevant securities up to a maximum aggregate nominal amount equal to the Section 80 Amount.
13.3	During each Allotment Period the Directors shall be empowered to allot equity securities wholly for cash pursuant to and within the terms of any authority in paragraph 13.2 above and to sell treasury shares wholly for cash:

13.3.1	in connection with a rights issue; and
13.3.2	otherwise than in connection with a rights issue, up to an aggregate nominal amount equal to the Section 89 Amount,

as if Section 89(1) of the Act did not apply to any such allotment or sale.

13.4	By such authority and power the Directors may, during the Allotment Period, make offers or agreements which would or might require securities to be allotted or sold after the expiry of such period.
13.5	For the purposes of this Article 13:

13.5.1	“Allotment Period” means the period ending on the date of the next Annual General Meeting of the Company or on 1 September 2006, whichever is the earlier, or any other period (not exceeding five years on any occasion) for which the authority conferred by this Article 13 is renewed by Resolution of the Company in General Meeting stating the Section 80 Amount for such period;
13.5.2	“rights issue” means an offer of equity securities open for acceptance for a period fixed by the Directors to (i) holders (other than the Company) of Ordinary Shares on the Register on a record date fixed by the Directors in proportion to their respective holdings (for which purpose holdings in certificated and uncertificated form may be treated as separate holdings) and (ii) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory;
13.5.3	“Section 80 Amount” shall, without prejudice to any other authority given to the Directors, for the first Allotment Period be £922,013,888 (provided that if the nominal value of the Ordinary Shares (being relevant securities for the purposes of Section 80 of the Act) has been reduced to ten pence by way of a Court approved reduction of capital, then the Section 80 Amount shall be £14,752,222) or any increased amount fixed by Resolution of the Company in General Meeting; for any other Allotment Period the Section 80 Amount shall be stated in the relevant Resolution renewing the authority conferred by paragraph 13.2 above for such period or any increased amount fixed by Resolution of the Company in General Meeting;
13.5.4	“Section 89 Amount” shall for the first Allotment Period be £138,302,083 (provided that if the nominal value of the Ordinary Shares (being equity securities for the

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purposes of Section 89 of the Act) has been reduced to ten pence by way of a Court approved reduction of capital, then the Section 89 Amount shall be £2,212,833) or any increased amount fixed by Special Resolution; for any other Allotment Period the Section 89 Amount shall be that stated in the relevant Special Resolution renewing the power conferred by paragraph 13.3 above for such period or any increased amount fixed by Special Resolution; and

13.5.5

the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

14	Commission on issue of shares
	The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. The Company may also on any issue of shares pay such brokerage as may be lawful.
15	Renunciation of allotment
	The Directors may at any time after the allotment of any share but before any person has been entered in the Register as the holder:
15.1	recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation; and/or
15.2	allow the rights represented thereby to be one or more participating securities,
	in each case upon and subject to such terms and conditions as the Directors may think fit to impose.
16	Trust etc. interests not recognised
	Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share, any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.

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Evidence of Title to Securities

17 Nothing in these Articles shall require title to any securities of the Company to be evidenced or transferred by a written instrument, the regulations from time to time made under the Statutes so permitting. The Directors shall have power to implement any arrangements which they may think fit for such evidencing and transfer which accord with those regulations.

Share Certificates

18	Issue of share certificate
	Every share certificate shall be executed by the Company in such manner as the Directors may decide (which may include use of the Seal or the Securities Seal (or, in the case of shares on a branch register, an official seal for use in the relevant territory) and/or manual or facsimile signatures by one or more Directors) and shall specify the number and class of shares to which it relates and the amount paid up thereon. No certificate shall be issued representing shares of more than one class. No certificate shall normally be issued in respect of shares held by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange.
19	Joint holder
	In the case of a share held jointly by several persons in certificated form the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of the joint holders shall be sufficient delivery to all.
20	Timing of issue of share certificate
	Any person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the Register in respect of any shares in certificated form of any one class upon the issue or transfer to him thereof shall be entitled without payment to a certificate therefor (in the case of issue) within one month (or such longer period as the terms of issue shall provide) after allotment or (in the case of a transfer of fully-paid shares) within 14 days after lodgment of a transfer or (in the case of a transfer of partly-paid shares) within two months after lodgment of a transfer.
21	Balance certificate
	Where some only of the shares comprised in a share certificate are transferred, the old certificate shall be cancelled and, to the extent that the balance is to be held in certificated form, a new certificate for the balance of such shares issued in lieu without charge.
22	Replacement of share certificates
22.1	Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in lieu without charge.
22.2	If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates

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	representing such shares in such proportions as he may specify, the Directors may, if they think fit, comply with such request.
22.3	If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of any exceptional out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.
22.4	In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

Calls on Shares

23	Power to make calls
	The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or, when permitted, by way of premium) but subject always to the terms of allotment of such shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.
24	Liability for calls
	Each member shall (subject to being given at least 14 days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified, the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be wholly or partly revoked or postponed as the Directors may determine.
25	Interest on overdue amounts
	If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding 3 per cent per annum above the base rate for the time being of Barclays Bank PLC on the date on which payments are made to the Company) as the Directors determine but the Directors shall be at liberty in any case or cases to waive payment of such interest wholly or in part.
26	Other sums due on shares
	Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of allotment of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

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27	Power to differentiate between holders
	The Directors may on the allotment of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.
28	Payment of calls in advance
	The Directors may if they think fit receive from any member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate (not exceeding 3 per cent per annum above the base rate for the time being of Barclays Bank PLC on the date on which payments are made to the Company) as the member paying such sum and the Directors may agree.

Forfeiture and Lien

29	Notice on failure to pay a call
29.1	If a member fails to pay in full any call or instalment of a call on or before the due date for payment thereof, the Directors may at any time thereafter serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued thereon and any expenses incurred by the Company by reason of such non-payment.
29.2	The notice shall name a further day (not being less than seven days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call has been made will be liable to be forfeited.
30	Forfeiture for non-compliance
	If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.
31	Disposal of forfeited share
	A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit and at any time before a sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.

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32	Holder to remain liable despite forfeiture
	A person whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares and shall, in the case of shares held in certificated form, surrender to the Company for cancellation the certificate for such shares. Such person shall nevertheless remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares with interest thereon at 3 per cent per annum above the base rate for the time being of Barclays Bank PLC on the date on which payments are made to the Company (or such lower rate as the Directors may determine) from the date of forfeiture or surrender until payment. The Directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal. They may also waive payment in whole or in part.
33	Lien on partly-paid shares
	The Company shall have a first and paramount lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share and the Directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article.
34	Sale of shares subject to lien
	The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing demanding payment of the sum presently payable and giving notice of intention to sell the share in default of payment shall have been given to the holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy or otherwise by operation of law.
35	Proceeds of sale of shares subject to lien
	The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the amount in respect whereof the lien exists so far as the same is then payable and any residue shall, upon surrender (in the case of shares held in certificated form) to the Company for cancellation of the certificate for the shares sold and subject to a like lien for sums not presently payable as existed upon the shares prior to the sale, be paid to the person entitled to the shares at the time of the sale. For the purpose of giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.
36	Evidence of forfeiture
	A statutory declaration that the declarant is a Director or the Secretary and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration shall (subject to the relevant share transfer being made, if the same be required) constitute a good title to the share. The person to whom the share is sold, re-allotted or disposed of shall not be bound

15

to see to the application of the consideration (if any). The title of such person to the share shall not be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or disposal of the share.

Transfer of Shares

37	Form of transfer
37.1	Subject to the provisions of Article 17, all transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors and may be under hand only. The instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register in respect thereof.
37.2	All transfers of shares which are in uncertificated form may, unless the Regulations otherwise provide, be effected by means of a relevant system.
38	Closure of Register
	The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine and either generally or in respect of any class of shares except that, in respect of any shares which are participating securities, the Register shall not be closed without the consent of the Operator. The Register shall not be closed for more than 30 days in any year.
39	Right to refuse registration
39.1	The Directors may decline to recognise any instrument of transfer relating to shares in certificated form unless the instrument of transfer is in respect of only one class of share and is lodged (duly stamped if required) at the Transfer Office accompanied by the relevant share certificate(s) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do), provided that, where any such shares are admitted to the official list maintained by the UK Listing Authority, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis. In the case of a transfer of shares in certificated form by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange the lodgment of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.
39.2	The Directors may, in the case of shares in certificated form, in their absolute discretion and without assigning any reason therefor refuse to register any transfer of shares (not being fully-paid shares) provided that, where any such shares are admitted to the official list maintained by the UK Listing Authority, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.
39.3	The Directors may also refuse to register an allotment or transfer of shares (whether fully-paid or not) in favour of more than four persons jointly.

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39.4 If the Directors refuse to register an allotment or transfer of shares they shall within two months after the date on which:

39.4.1	the letter of allotment or instrument of transfer was lodged with the Company (in the case of shares held in certificated form); or
39.4.2	the Operator-instruction was received by the Company (in the case of shares held in uncertificated form),

	send to the allottee or transferee notice of the refusal.
40	Instruments of transfer
	All instruments of transfer which are registered may be retained by the Company.
41	No fee on registration
	No fee will be charged by the Company in respect of the registration of any transfer or any document relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.
42	Destruction of documents
	Subject to compliance with the rules (as defined in the Regulations) applicable to shares of the Company in uncertificated form, the Company shall be entitled to destroy or delete all instruments of transfer or other documents (whether in hard copy or electronic form) which have been registered or on the basis of which registration was made at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed or deleted was duly and properly made and every instrument of transfer so destroyed or deleted was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed or deleted was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:
42.1	the provisions aforesaid shall apply only to the destruction or deletion of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;
42.2	nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction or deletion of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article;
42.3	any document referred to above may, subject to the Statutes, be destroyed before the end of the relevant period so long as a copy of such document (whether made electronically, by microfilm, by digital imaging or by any other means) has been made and is retained until the end of the relevant period; and

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42.4	references herein to the destruction or deletion of any document include references to the disposal thereof in any manner.
43	Further provisions on shares in uncertificated form
43.1	Subject to the Statutes and the rules (as defined in the Regulations), and apart from any class of wholly dematerialised security, the Directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of a relevant system or that shares of any class should cease to be held and transferred as aforesaid.
43.2	The provisions of these Articles shall not apply to shares of any class which are in uncertificated form to the extent that such Articles are inconsistent with:

43.2.1	the holding of shares of that class in uncertificated form;
43.2.2	the transfer of title to shares of that class by means of a relevant system; or
43.2.3	any provision of the Regulations.

Transmission of Shares

44	Persons entitled on death
	In case of the death of a member, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased member (whether sole or joint) from any liability in respect of any share held by him.
45	Election by persons entitled by transmission
	Any person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may (subject as hereinafter provided) upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share either be registered himself as holder of the share upon giving to the Company notice in writing to that effect or transfer such share to some other person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the notice or transfer were a transfer made by the member registered as the holder of any such share.
46	Rights of persons entitled by transmission
	Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to

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shareholders’ meetings until he shall have been registered as a member in respect of the share.

Untraced Shareholders

47	Untraced shareholders
	The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law if and provided that:
47.1	during the period of six years prior to the date of the publication of the advertisements referred to in paragraph 47.2 below (or, if published on different dates, the first thereof) no communication has been received by the Company from the member or the person entitled by transmission and no cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the member or to the person entitled by transmission to the shares at his address on the Register or the last known address given by the member or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and at least three dividends in respect of the shares in question have become payable and no dividend in respect of those shares has been claimed;
47.2	the Company shall on expiry of the said period of six years have inserted advertisements in both a leading national daily newspaper and in a newspaper circulating in the area in which the address referred to in paragraph 47.1 above is located giving notice of its intention to sell the said shares; and
47.3	during the said period of six years and the period of three months following the publication of the said advertisements the Company shall have received no communication from such member or person.
48	Executor and proceeds
	To give effect to any such sale the Company may appoint any person to transfer, as transferor, the said shares and such transfer shall be as effective as if it had been carried out by the registered holder of or person entitled by transmission to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount which shall be a permanent debt of the Company. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.

General Meetings

49	Annual and Extraordinary General Meetings
	An Annual General Meeting shall be held not more than 18 months after the incorporation of the Company and subsequently once in every year, at such time (within a period of not

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	more than 15 months after the holding of the last preceding Annual General Meeting) and place as may be determined by the Directors. All other General Meetings shall be called Extraordinary General Meetings.
50	Convening of General Meetings
	The Directors may whenever they think fit, and shall on requisition in accordance with the Statutes, proceed with proper expedition to convene an Extraordinary General Meeting.

Notice of General Meetings

51	Notice of General Meetings
	An Annual General Meeting and any Extraordinary General Meeting at which it is proposed to pass a Special Resolution or (save as provided by the Statutes) a resolution of which special notice has been given to the Company, shall be called by 21 clear days’ notice in writing (including, subject to the provision of the Statutes and regulations of the London Stock Exchange, electronic mail) at the least and any other Extraordinary General Meeting by 14 clear days’ notice in writing (including, subject to the provision of the Statutes and regulations of the London Stock Exchange, electronic mail) at the least. The period of notice shall in each case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held and shall be given in manner hereinafter mentioned to all members other than such as are not under the provisions of these Articles entitled to receive such notices from the Company: provided that the Company may determine that only those persons entered on the Register at the close of business on a day determined by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice and provided also that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:
51.1	in the case of an Annual General Meeting by all the members entitled to attend and vote thereat; and
51.2	in the case of an Extraordinary General Meeting by a majority in number of the members having a right to attend and vote thereat, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.
52	Contents of notice of General Meetings
52.1	Every notice calling a General Meeting shall specify the place and the day and hour of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and vote instead of him and that a proxy need not be a member of the Company.
52.2	In the case of an Annual General Meeting, the notice shall also specify the meeting as such.
52.3	The notice shall specify the general nature of the business to be transacted at the meeting and if any resolution is to be proposed as an Extraordinary Resolution or as a Special Resolution, the notice shall contain a statement to that effect.

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52.4 For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.

Overflow of General Meetings

53	The Board may, notwithstanding that the notice of any General Meeting may specify the place of the meeting (the “Principal Place”), at which the chairman of the meeting shall preside, make arrangements for simultaneous attendance and participation at other places by members and proxies entitled to attend the General Meeting but unable to do so at the Principal Place.
54	Such arrangements for simultaneous attendance at the meeting may include arrangements regarding the level of attendance as aforesaid at the other places provided that they shall operate so that any members and proxies excluded from attendance at the Principal Place are able to attend at one or more of the other places. For the purpose of all other provisions of these Articles any such meeting shall be treated as being held and taking place at the Principal Place.
55	The Board may, for the purpose of facilitating the organisation and administration of any General Meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection or otherwise as it shall in its absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a General Meeting at the Principal Place shall be subject to the arrangements as may be for the time being in force whether stated in the notice of meeting to apply to that meeting or notified to the members concerned subsequent to the provision of the notice of the meeting.

Proceedings at General Meetings

56	Chairman
	The Chairman of the Directors, failing whom a Deputy Chairman, failing whom any Director present and willing to act and, if more than one, chosen by the Directors present at the meetings shall preside as chairman at a General Meeting. If no Director is present within five minutes after the time appointed for holding the meeting and willing to act as chairman, the Directors present shall choose one of their number (or, if no Director be present or if all the Directors present decline to take the chair, the members present and entitled to vote shall choose one of their number) to be chairman of the meeting.
57	Quorum
	No business other than the appointment of a chairman shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business.

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	Three members present in person or by proxy and entitled to vote shall be a quorum for all purposes.
58	Lack of quorum
	If within five minutes from the time appointed for a General Meeting (or such longer interval as the chairman of the meeting may think fit to allow) a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such other day and such time and place as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chairman of the meeting may determine.
59	Adjournment
	The chairman of any General Meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for 30 days or more or sine die, not less than seven days’ notice of the adjourned meeting shall be given in like manner as in the case of the original meeting.
60	Notice of adjourned meeting
	Save as hereinbefore expressly provided, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
61	Amendments to resolutions
	If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special or Extraordinary Resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.
62	Polls
	At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by:
62.1	the chairman of the meeting;
62.2	not less than five members present in person or by proxy and entitled to vote;
62.3	a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
62.4	a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has

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	been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
63	Demand for poll
	A demand for a poll may, before the poll is taken, be withdrawn only with the approval of the chairman of the meeting. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. Unless a poll is taken a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution. If a poll is demanded, it shall be taken in such manner (including by use of ballot, voting papers, tickets, electronic means, or any combination thereof) as the chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
64	Voting on a poll
	On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. Unless his appointment otherwise provides, the proxy may vote or abstain at his discretion on any matter coming before the meeting on which proxies are entitled to vote.
65	Chairman’s casting vote
	In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to any other vote he may have.
66	Timing of poll
	A poll demanded on the choice of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the chairman may direct. No notice need be given of a poll not taken immediately. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

Votes of Members

67	Votes attaching to shares
	Subject to Articles 10.2 and 52.4 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares, on a show of hands every member who is present in person or by proxy shall have one vote and on a poll every member who is present in person or by proxy shall have one vote for every share of which he is the holder.

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68 Votes of joint holders

In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the share.

69 Voting by guardian

Where in England or elsewhere a guardian, receiver or other person (by whatever name called) has been appointed by any Court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require, permit such guardian, receiver or other person on behalf of such member to vote in person or by proxy at any shareholders’ meeting or to exercise any other right conferred by membership in relation to shareholders’ meetings.

70 Restrictions on voting if holding unpaid shares

No member shall, unless the Directors otherwise determine, be entitled in respect of any share held by him to vote either personally or by proxy at a shareholders’ meeting or to exercise any other right conferred by membership in relation to shareholders’ meetings if any call or other sum presently payable by him to the Company in respect of that share remains unpaid.

71 Restrictions on voting in particular circumstances

71.1 If any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under Section 212 of the Act and is in default for a period of 14 days from the date of service in supplying to the Company the information thereby required, then (unless the Directors otherwise determine) in respect of:

71.1.1	the shares comprising the shareholding account in the Register which comprises or includes the shares in relation to which the default occurred (all or the relevant number as appropriate of such shares being the “default shares”, which expression shall include any further shares which are issued in respect of such shares); and
71.1.2	any other shares held by the member,

the member shall (for so long as the default continues) not, nor shall any transferee to whom any of such shares are transferred (other than pursuant to an approved transfer or pursuant to paragraph 71.2.2 below) be entitled to attend or vote either personally or by proxy at a shareholders’ meeting or to exercise any other right conferred by membership in relation to shareholders’ meetings.

71.2 Where the default shares represent at least 0.25 per cent of the issued shares of the class in question, the Directors may in their absolute discretion by notice (a “direction notice”) to such member direct that:

71.2.1 any dividend or part thereof or other money which would otherwise be payable in respect of the default shares shall be retained by the Company without any liability to pay interest thereon when such dividend or other money is finally paid to the

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member and the member shall not be entitled to elect to receive shares in lieu of dividend; and/or

71.2.2 no transfer of any of the shares held by such member shall be registered unless the transfer is an approved transfer or:

(i)	the member is not himself in default as regards supplying the information required; and
(ii)	the transfer is of part only of the member’s holding and, when presented for registration, is accompanied by a certificate by the member in a form satisfactory to the Directors to the effect that after due and careful enquiry the member is satisfied that none of the shares the subject of the transfer are default shares,

provided that, in the case of shares in uncertificated form, the Directors may only exercise their discretion not to register a transfer if permitted to do so by the Regulations.

Any direction notice may treat shares of a member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former and the latter.

Upon the giving of a direction notice its terms shall apply accordingly.

71.3 The Company shall send to each other person appearing to be interested in the shares which are the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.

71.4

71.4.1

Save as herein provided any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued continues and shall cease to have effect thereafter upon the Directors so determining (such determination to be made within a period of one week of the default being duly remedied, with written notice thereof being given forthwith to the member).

71.4.2

Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with paragraph 71.2.2 above.

71.5   For the purposes of this Article:

71.5.1

a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a notice under the said Section 212 and either (a) the member has named such person as being so interested or (b) (after taking into account the response of the member to the said notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and

71.5.2

a transfer of shares is an approved transfer if:

(i)	it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (as defined in Section 428 of the Act); or
(ii)	the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a party

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unconnected with the member or with any person appearing to be interested in such shares including any such sale made through a recognised investment exchange or through a stock exchange outside the United Kingdom on which the Company’s shares are normally traded. For the purposes of this sub-paragraph any associate (as that term is defined in Section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the member or any person appearing to be interested in such shares.

71.6 The provisions of this Article are in addition and without prejudice to the provisions of the Act.

72 Validity and result of vote

No objection shall be raised as to the qualification of any voter or the admissibility of any vote except at the meeting or adjourned meeting at which the vote is tendered. Every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

Proxies

73 Proxy need not be a member

A proxy need not be a member of the Company.

74 Form of proxy

The appointment of a proxy must be in writing in any usual or common form or in any other form which the Directors may approve and:

74.1	in the case of an individual must either be signed by the appointor or his attorney or comply with Article 154; and
74.2	in the case of a corporation must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation or comply with Article 154.

The signature on such appointment need not be witnessed. Where an appointment of a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Directors must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.

75 Deposit of form of proxy

75.1 The appointment of a proxy must be received at such address or one of such addresses (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no address is so specified, must be left at the Transfer Office) not less than forty-eight hours before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default shall not be treated as valid. The appointment shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting

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as for the meeting to which it relates. An appointment relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates.

75.2

Without limiting the foregoing, in relation to any shares in uncertificated form the Directors may permit a proxy to be appointed by means of an electronic communication in the form of an Uncertificated Proxy Instruction (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, sent by means of a relevant system to such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system)); and may permit any supplement to, or amendment or revocation of, any such Uncertificated Proxy Instruction to be made by a further Uncertificated Proxy Instruction. The Directors may in addition prescribe the method of determining the time at which any such instruction or notification is to be treated as received by the Company. The Directors may treat any such instruction or notification purporting or expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that holder.

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Differing proxy appointments

When two or more valid but differing proxy appointments are delivered in respect of the same share for use at the same meeting, the one which is last delivered (regardless of its date or the date of its execution (if relevant)) shall be treated as replacing and revoking the others as regards that share and if the Company is unable to determine which was last delivered none of them shall be treated as valid in respect of that share.

77 Rights of proxy

A proxy shall have the right to demand or join in demanding a poll but no further right to speak at the meeting, except with the permission of the chairman of the meeting.

78 Revocation of proxy

A vote cast or demand for a poll made by proxy shall not be invalidated by the previous death or insanity of the member or by the revocation of the appointment of the proxy or of the authority under which the appointment was made unless notice in writing of such death, insanity or revocation shall have been received by the Company at the address or one of the addresses specified under Article 75 (subject to any conditions attached to the use of a particular address imposed under that Article) or, if no address was specified, at the Transfer Office 48 hours or such lesser time as the Directors may determine before the commencement of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is cast. The Directors may establish such procedures as they deem appropriate to receive and verify the validity and acceptance of the revocation of proxy.

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Corporations Acting by Representatives

79 Any corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any shareholders’ meeting. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual member of the Company and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

Directors

80 Number of Directors

Subject as hereinafter provided the Directors shall not be less than five nor more than 18 in number. The Company may by Ordinary Resolution from time to time vary the minimum number and/or maximum number of Directors.

81 Share qualification

A Director shall not be required to hold any shares of the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to receive notice of, attend and speak at shareholders’ meetings.

82 Directors’ fees

Each of the Directors, other than those who hold executive office or are employees of the Company or any subsidiary, shall be paid a fee (which shall accrue from day to day) at such rate as may from time to time be determined by the Directors, provided that the aggregate of all such fees shall not in respect of any year exceed £1,000,000 or such other sum as shall be determined by Ordinary Resolution of the Company.

83 Other remuneration of Directors

Any Director who holds any executive office (including for this purpose the office of Chairman, Deputy Chairman or Vice Chairman whether or not such office is held in an executive capacity), or who serves on any committee of the Directors, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Directors may determine.

84 Directors’ expenses

The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors or of any committee of the Directors or shareholders’ meetings or otherwise in connection with the business of the Company.

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85 Directors’ pensions and other benefits

The Directors shall have power to pay and agree to pay gratuities, pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any Director or ex-Director of the Company or any of its subsidiaries and for the purpose of providing any such gratuities, pensions or other benefits to contribute to any scheme or fund or to pay premiums.

86 Directors’ interests

Subject to the provisions of the Statutes and to any further restrictions contained in his contract of employment, and provided that he has disclosed to the Directors the nature and extent of any interest of his, a Director notwithstanding his office:

86.1	may be a party to, or otherwise interested in, any contract, transaction or arrangement with the Company or in which the Company is otherwise interested;
86.2	may be a director or other officer of, or employed by, or a party to any contract, transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested;
86.3	may (or any firm of which he is a partner, employee or member may) act in a professional capacity for the Company (other than as Auditor) and be remunerated therefor; and
86.4	shall not, save as otherwise agreed by him, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate or for such remuneration and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.
87	Appointment of executive Directors
87.1	The Directors may from time to time appoint one or more of their body to be the holder of any executive office (including, where considered appropriate, the office of Chairman, Deputy Chairman, Vice Chairman or Group Chief Executive) on such terms and for such period as they may (subject to the provisions of the Statutes) determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke or vary the terms of any such appointment.
87.2	The appointment of any Director to the office of Chairman, Deputy Chairman, Vice Chairman or Group Chief Executive or Managing or Joint Managing or Deputy or Assistant Managing Director shall automatically determine if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.
87.3	The appointment of any Director to any other executive office shall not automatically determine if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

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88	Powers of executive Directors
88.1	The Directors may entrust to and confer upon any Director holding any executive office any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

Appointment and Retirement of Directors

89 Election or appointment of additional director

The Company may by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy or as an additional Director. Without prejudice thereto the Directors shall have power at any time so to do, but so that the total number of Directors shall not thereby exceed the maximum number (if any) fixed by or in accordance with these Articles. Any person so appointed by the Directors shall hold office only until the next Annual General Meeting and shall then be eligible for election.

90	Vacation of office
	The office of a Director shall be vacated in any of the following events, namely:
90.1	if he shall become prohibited by law from acting as a Director;
90.2	if he shall resign by writing under his hand left at the Office or if he shall in writing offer to resign and the Directors shall resolve to accept such offer;
90.3	if he shall have a bankruptcy order made against him or shall compound with his creditors generally or shall apply to the Court for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
90.4	if in England or elsewhere an order shall be made by any Court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs;
90.5	if he shall be absent from meetings of the Directors for six months without leave and the Directors shall resolve that his office be vacated; or
90.6	if a notice in writing is served upon him, signed by at least 75 per cent of his co-Directors for the time being, to the effect that his office as Director shall on receipt of such notice ipso facto be vacated, but so that if he holds an appointment to an executive office which thereby automatically determines such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Company.
91	Retirement by rotation at Annual General Meetings
91.1	Each Director shall retire at the Annual General Meeting held in the third calendar year following the year in which he was elected or last re-elected but, unless he falls within paragraph 91.2 below, he shall be eligible for re-election.

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91.2	A Director shall also retire at any Annual General Meeting if he has agreed to do so (whether in accordance with the terms of his appointment or otherwise) and, unless the Directors have agreed otherwise, he shall not be eligible for re-election.
92	Re-election of retiring Director

The Company at the meeting at which a Director retires under any provision of these Articles may by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director (if eligible for re-election) or some other person eligible for election. In the absence of such a resolution the retiring Director shall nevertheless be deemed to have been re-elected except in any of the following cases:

92.1	where at such meeting it is expressly resolved not to fill such office or a resolution for the re-election of such Director is put to the meeting and lost;
92.2	where such Director is ineligible for re-election or has given notice in writing to the Company that he is unwilling to be re-elected;
92.3	where a resolution to elect such Director is void by reason of contravention of the next following Article; or
92.4	where such Director has attained any retiring age applicable to him as Director.

The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.

93 Election of two or more Directors

A resolution for the election of two or more persons as Directors by a single resolution shall not be moved at any General Meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it. Any resolution moved in contravention of this provision shall be void.

94 Nomination of Directors for election

No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any General Meeting unless not less than seven nor more than 42 days (inclusive of the date on which the notice is given) before the date appointed for the meeting there shall have been lodged at the Office notice in writing signed by some member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.

95 Power to remove Director

The Company may in accordance with and subject to the provisions of the Statutes by Ordinary Resolution of which special notice has been given remove any Director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages

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for breach of any such agreement) and elect another person in place of a Director so removed from office.

96 Age Limit

Any provision of the Statutes which, subject to the provisions of these Articles, would have the effect of rendering any person ineligible for appointment or election as a Director or liable to vacate office as a Director on account of his having reached any specified age or of requiring special notice or any other special formality in connection with the appointment or election of any Director over a specified age, shall not apply to the Company.

97 Retirement age

A Director shall vacate his office at the conclusion of the Annual General Meeting commencing next after he attains the age of 70. Such a retiring Director shall be eligible for re-appointment. Any person who has attained the age of 70 and is appointed or re-appointed by the Company as a Director shall hold office only until the next Annual General Meeting and shall then be eligible for re-appointment.

Alternate Directors

98	Any Director may at any time by writing under his hand and deposited at the Office, or delivered at a meeting of the Directors, appoint any person (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment. Such appointment, unless previously approved by the Directors or unless the appointee is another Director, shall have effect only upon and subject to being so approved.
99	The appointment of an alternate Director shall determine on the happening of any event which if he were a Director would cause him to vacate such office or if his appointor ceases to be a Director, otherwise than by retirement at a General Meeting at which he is re-elected.
100	An alternate Director shall be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director, his voting rights shall be cumulative but he shall not be counted more than once for the purposes of the quorum. If his appointor is for the time being absent from the United Kingdom or temporarily unable to act through ill health or disability his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committees of the Directors the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not (save as aforesaid) have power to act as a Director, nor shall he be deemed to be the agent of his appointor.
101	An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be

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indemnified to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.

Meetings and Proceedings of Directors

102	Governing of meetings of Directors
102.1	Subject to the provisions of these Articles the Directors may meet together for the despatch of business, adjourn and otherwise regulate their proceedings as they think fit. At any time any Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retroactive.
102.2	A notice of a meeting of directors convened in accordance with paragraph 102.1, or a copy of the text of any resolution proposed to be passed in accordance with Article 110, (each a “Communication”) shall be provided to each Director at their last known address, fax number or electronic mail address in the United Kingdom or to such temporary address, fax number or electronic mail address as may be notified to the Secretary from time to time. Any such Communication may be delivered by hand or sent by courier, fax, electronic mail or pre-paid first class post. If sent by fax or electronic mail such Communication shall conclusively be deemed to have been given or served at the time of despatch. If sent by post or courier such Communication shall conclusively be deemed to have been received 24 hours from the time of posting or despatch, in the case of inland mail and couriers in the United Kingdom, or 48 hours from the time of posting or despatch in the case of international mail and couriers.
102.3	A Communication shall be deemed duly served under paragraph 102.2 if sent to the address, fax number or electronic mail address last provided by each Director to the Secretary. The non-receipt by any Director of any Communication served in accordance with the provisions of this Article 102 shall not invalidate any meeting of directors, or any written resolution signed in accordance with Article 110, to which the Communication relates if such meeting or resolution is otherwise held or signed in accordance with the provisions of these Articles.
103	Quorum

The quorum necessary for the transaction of business of the Directors may be fixed from time to time by the Directors and unless so fixed at any other number shall be three. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. For the purposes of these Articles any Director who is able (directly or by telephonic or other communication equipment) to speak and be heard by each of the other Directors present or deemed to be present at any meeting of the Directors, shall be deemed to be present in person at such meeting and shall be entitled to vote or be counted in the quorum accordingly. Such meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting then is, and the word “meeting” shall be construed accordingly.

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104 Casting vote

Questions arising at any meeting of the Directors shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

105 Directors’ interests

Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any material interest otherwise than by virtue of interests in shares or debentures or other securities of, or otherwise in or through, the Company. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is not entitled to vote.

106	Directors may have interests
106.1	Subject to the provisions of the Statutes, a Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely:

106.1.1	the giving of any security, guarantee or indemnity in respect of (i) money lent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings or (ii) a debt or other obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
106.1.2	any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
106.1.3	any proposal concerning any other body corporate in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise, provided that he (together with persons connected with him within the meaning of Section 346 of the Act) does not have an interest (as that term is used in Sections 198 to 211 of the Act) in 1 per cent or more of the issued equity share capital of any class of such body corporate (or of any third company through which his interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purpose of this Article to be a material interest in all circumstances);
106.1.4	any proposal relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates; and
106.1.5	any proposal concerning (i) insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons who include Directors, or (ii) indemnities in favour of Directors, or (iii) the funding of expenditure by one or more Directors on defending proceedings against him or them, or (iv) doing anything to enable such Director or Directors to avoid incurring such expenditure.

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106.2	Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under paragraph 106.1.3 of this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
106.3	If any question shall arise at any time as to the materiality of a Director’s interest or as to his entitlement to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interest of such Director has not been fairly disclosed.
106.4	The Company may by Ordinary Resolution suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article 106.
107	Directors’ interests – general
	For the purposes of Articles 86, 105 and 106:
107.1	a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any contract, transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such contract, transaction or arrangement of the nature and extent so specified;
107.2	an interest of a person who is connected (within the meaning of Section 346 of the Act) with a Director shall be treated as an interest of the Director; and
107.3	an interest (whether of his or of such a connected person) of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
108	Number of Directors below minimum
	The continuing Directors may act notwithstanding any vacancies, but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling such vacancies or of summoning General Meetings, but not for any other purpose. If there be no Directors or Director able or willing to act, then any two members may summon a General Meeting for the purpose of appointing Directors.
109	Chairman
109.1	The Directors may elect from their number a Chairman, a Deputy Chairman and/or a Vice Chairman (or two or more Deputy Chairmen and/or Vice Chairmen) and determine the period for which each is to hold office. If no Chairman, Deputy Chairman or Vice Chairman shall have been appointed or if at any meeting of the Directors no Chairman, Deputy Chairman or Vice Chairman shall be present within five minutes after the time appointed

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	for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.
109.2	If at any time there is more than one Deputy Chairman and/or Vice Chairman the right in the absence of the Chairman to preside at a meeting of the Directors or of the Company shall be determined as between the Deputy Chairmen and/or Vice Chairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.
110	Written resolutions
	A resolution in writing signed by 70 per cent of the Directors entitled to vote thereon (being not less in number than a quorum for the meetings of Directors) shall be as valid and effectual as a resolution duly passed at a meeting of the Directors and may consist of several documents in the like form each signed by one or more Directors. The documents may be facsimile or electronic copies of the resolution. A resolution in writing shall be effective upon receipt by the Secretary of resolutions signed by the requisite number of Directors.
111	Appointment and constitution of committees
111.1	The Directors may delegate any of their powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to committees. Any such committee shall, unless the Directors otherwise resolve, have power to sub-delegate to sub-committees any of the powers or discretions delegated to it. Any such committee or sub-committee shall consist of one or more Directors and (if thought fit) one or more other named person or persons to be co-opted as hereinafter provided. Insofar as any such power or discretion is delegated to a committee or sub-committee, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise hereof by such committee or sub-committee. Any committee or sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations which may from time to time be imposed by the Directors. Any such regulations may provide for or authorise the co-option to the committee or sub-committee of persons other than Directors and may provide for members who are not Directors to have voting rights as members of the committee or sub-committee.
111.2	The meetings and proceedings of any such committee or sub-committee consisting of two or more persons shall be governed mutatis mutandis by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are not superseded by any regulations made by the Directors under the last preceding Article.
111.3	All acts done by any meeting of Directors, or of any such committee or sub-committee, or by any person acting as a Director or as a member of any such committee or sub-committee, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any of the persons acting as aforesaid, or that any such persons were disqualified or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of the committee or sub-committee and had been entitled to vote.

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Borrowing Powers

112	Borrowing powers
	Subject as hereinafter provided and to the provisions of the Statutes, the Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property (present and future) and uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
113	Borrowing restrictions
113.1	The Directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary companies (if any) so as to secure (so far, as regards subsidiaries, as by such exercise they can secure) that the aggregate amount for the time being remaining outstanding of all moneys borrowed by the Group and for the time being owing to persons outside the Group shall not at any time without the previous sanction of an Ordinary Resolution of the Company exceed an amount equal to three times the share capital and consolidated reserves.
113.2	No person dealing with the Company or any of its subsidiaries shall by reason of the foregoing provision be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or security given, express notice that the said limit had been or would thereby be exceeded.
	General Powers of Directors
114	General powers
	The business and affairs of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Statutes or by these Articles required to be exercised by the Company in General Meeting subject nevertheless to any regulations of these Articles, to the provisions of the Statutes and to such regulations, whether or not consistent with these Articles, as may be prescribed by Special Resolution of the Company, but no regulation so made by the Company shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article.
115	Local boards
	The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate, and may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be

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made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

116 Appointment of attorney

The Directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

117 Register of members in territories

Subject to and to the extent permitted by the Statutes, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory a branch register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any such register.

118 Signature on cheques etc.

All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.

President

119 The Directors may from time to time elect a President of the Company and may determine the period for which he shall hold office. Such President may be either honorary or paid such remuneration as the Directors in their discretion shall think fit, and need not be a Director but shall, if not a Director, be entitled to receive notice of and attend and speak, but not to vote, at meetings of the Board of Directors only if so invited by the Directors. The President (unless he is a Director) shall not be an officer of the Company for the purposes of the Act.

Departmental, Divisional or Local Directors

120 The Directors may from time to time appoint any person to be a Departmental, Divisional or Local Director and define, limit or restrict his powers and duties and determine his remuneration and the designation of his office and may at any time remove any such person from such office. A Departmental, Divisional or Local Director (notwithstanding that the designation of his office may include the word “Director”) shall not by virtue of such office be or have power in any respect to act as a Director of the Company nor be entitled

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to receive notice of or attend or vote at meetings of the Directors nor be deemed to be a Director for any of the purposes of these presents.

Secretary

121 The Secretary shall be appointed by the Directors on such terms and for such period as they may think fit. Any Secretary so appointed may at any time be removed from office by the Directors, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. If thought fit two or more persons may be appointed as Joint Secretaries. The Directors may also appoint from time to time on such terms as they may think fit one or more Deputy and/or Assistant Secretaries.

The Seal

122 The Directors shall provide for the safe custody of the Seal and any Securities Seal and neither shall be used without the authority of the Directors or of a committee authorised by the Directors in that behalf. The Securities Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Every instrument to which the Seal or the Securities Seal shall be affixed (other than a certificate for or evidencing shares, debentures or other securities (including options) issued by the Company) shall be signed autographically by one Director and the Secretary or Deputy or Assistant Secretary or by two Directors.

123 Where the Statutes so permit, any instrument signed by one Director and the Secretary or by two Directors and expressed to be executed by the Company shall have the same effect as if executed under the Seal, provided that no instrument shall be so signed which makes it clear on its face that it is intended to have effect as a deed without the authority of the Directors or of a committee authorised by the Directors in that behalf.

124 The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

Record Date

125 Notwithstanding any other provision of these Articles but subject always to the Statutes the Company or the Directors may by resolution specify any date (the “record date”) as the date at the close of business (or such other time as the Directors may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular and such record date may be on or at any time before the date on which the same is paid or made or (in the case of any dividend, distribution, interest, allotment or issue) at any time after the same is recommended, resolved, declared or announced but without prejudice to the rights inter se in respect of the same of transferors and transferees of any such shares or other securities.

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Authentication of Documents

126 Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed at a shareholders’ meeting or at a meeting of the Directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

Reserves

127 The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of the Statutes.

Dividends

128 Final dividends

The Company may by Ordinary Resolution declare dividends but no such dividend shall exceed the amount recommended by the Directors.

129 Fixed and interim dividends

If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time pay interim dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit. Provided the Directors act in good faith they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or pari passu with those shares, of any such fixed or interim dividend as aforesaid.

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130 Ranking of shares for dividends

Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purposes of this Article no amount paid on a share in advance of calls shall be treated as paid on the share.

131 No dividend except out of profits

No dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes.

132 Treatment of dividend

Subject to the provisions of the Statutes, where any asset, business or property is bought by the Company as from a past date the profits and losses thereof as from such date may at the discretion of the Directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Directors be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof.

133 No interest on dividends

No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.

134 Retention of dividends

134.1 The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the moneys payable to the Company in respect of that share.

134.2 The Directors may retain the dividends payable upon shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a member, or which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

135 Waiver of dividends

The waiver in whole or in part of any dividend on any share by any document (whether or not executed as a Deed) shall be effective only if such waiver is in writing (whether or not executed as a deed), signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

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136	Unclaimed dividends
137	The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit. Any dividend unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.
137	Distribution in specie
138	The Company may upon the recommendation of the Directors by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of members and may vest any assets in trustees.
138	Manner of payment of dividends
138.1	Any dividend or other moneys payable on or in respect of a share shall be paid to the member or to such other person as the member (or, in the case of joint holders of a share, all of them) may in writing direct. Such dividend or other moneys may be paid (i) by cheque sent by post to the payee or, where there is more than one payee, to any one of them, or (ii) by inter-bank transfer to such account as the payee or payees shall in writing direct, or (iii) (if so authorised by the holder of shares in uncertificated form) using the facilities of a relevant system (subject to the facilities and requirements of the relevant system), or (iv) by such other method of payment as the member (or, in the case of joint holders of a share, all of them) may agree to. Every such payment shall be sent at the risk of the person or persons entitled to the money represented thereby, and payment of a cheque by the banker upon whom it is drawn, and any transfer or payment within (ii), (iii) or (iv) above, shall be a good discharge to the Company.
138.2	Subject to the provisions of these Articles and to the rights attaching to any shares, any dividend or other moneys payable on or in respect of a share may be paid in such currency as the Directors may determine, using such exchange rate for currency conversions as the Directors may select.
138.3	The Company may cease to send any cheque, warrant or order by post for any dividend on any shares which is normally paid in that manner if in respect of at least two consecutive dividends payable on those shares the cheque, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these Articles, shall recommence sending cheques, warrants or orders in respect of the dividends payable on those shares if the holder or person entitled by transmission claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.

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139	Joint holders
	If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder or otherwise by operation of law, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share.
140	Record date for dividends
	Any resolution for the declaration or payment of a dividend on shares of any class, whether a resolution of the Company in General Meeting or a resolution of the Directors, may specify that the same shall be payable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.
Capitalisation of Profits and Shares
141	The Directors may, with the sanction of an Ordinary Resolution of the Company, capitalise any sum standing to the credit of any of the Company’s reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of profit and loss account by appropriating such sum to the holders of Ordinary Shares on the Register at the close of business on the date of the Resolution (or such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of Ordinary Shares and applying such sum on their behalf in paying up in full unissued Ordinary Shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, unissued shares of any other class) for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid. The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.
142	Scrip dividends
142.1	Subject as hereinafter provided, the Directors may offer to ordinary shareholders the right to receive, in lieu of dividend (or part thereof), an allotment of new Ordinary Shares credited as fully paid.
142.2	The Directors shall not make such an offer unless so authorised by an Ordinary Resolution passed at any General Meeting, which authority may extend to dividends declared or paid prior to the Annual General Meeting of the Company occurring thereafter, but no further provided that this Article shall, without the need for any further Ordinary Resolution, authorise the Directors to offer rights of election in respect of any dividend declared or

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proposed after the date of the adoption of these Articles and at or prior to the Annual General Meeting which is held in the fifth year after the Ordinary Resolution is passed.

142.3 The Directors may either offer such rights of election in respect of the next dividend (or part thereof) proposed to be paid; or may offer such rights of election in respect of that dividend and all subsequent dividends, until such time as the election is revoked; or may allow shareholders to make an election in either form.

142.4 The basis of allotment on each occasion shall be determined by the Directors so that, as nearly as may be considered convenient, the value of the Ordinary Shares to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the value of an Ordinary Share shall be either (i) the average of the closing price of an Ordinary Share on the London Stock Exchange, as derived from the Daily Official List, on each of the first five business days on which the Ordinary Shares are quoted “ex” the relevant dividend; or (ii) established in such other manner as may be determined by the Directors.

142.5 If the Directors determine to offer such right of election on any occasion they shall give notice in writing to the ordinary shareholders of such right and shall issue forms of election and shall specify the procedures to be followed in order to exercise such right provided that they need not give such notice to a shareholder who has previously made, and has not revoked, an earlier election to receive Ordinary Shares in lieu of all future dividends, but instead shall send him a reminder that he has made such an election, indicating how that election may be revoked in time for the next dividend proposed to be paid.

142.6 On each occasion the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on Ordinary Shares in respect whereof the share election has been duly exercised and has not been revoked (the “elected Ordinary Shares”), and in lieu thereof additional shares (but not any fraction of a share) shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined as aforesaid. For such purpose the Directors shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve) or profit and loss account as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that occasion on such basis and shall apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to and amongst the holders of the elected Ordinary Shares on such basis.

142.7 The additional Ordinary Shares so allotted on any occasion shall rank pari passu in all respects with the fully-paid Ordinary Shares then in issue save only as regards participation in the relevant dividend.

142.8 Article 141 shall apply (mutatis mutandis) to any capitalisation made pursuant to this Article.

142.9 No fraction of an Ordinary Share shall be allotted. The Directors may make such provision as they think fit for any fractional entitlements including, without limitation, provision whereby, in whole or in part, the benefit thereof accrues to the Company and/or fractional entitlements are accrued and/or retained and in either case accumulated on behalf of any ordinary shareholder.

142.10 The Directors may on any occasion determine that rights of election shall not be made available to any ordinary shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an

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offer of rights of election would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.

142.11 In relation to any particular proposed dividend the Directors may in their absolute discretion decide (i) that shareholders shall not be entitled to make any election in respect thereof and that any election previously made shall not extend to such dividend or (ii) at any time prior to the allotment of the Ordinary Shares which would otherwise be allotted in lieu thereof, that all elections to take shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

Minutes

143 The Directors shall cause Minutes to be made in books to be provided for the purpose:

143.1	of all appointments of officers made by the Directors;
143.2	of the names of the Directors present at each meeting of Directors and of any committee of Directors; and

143.3 of all resolutions and proceedings at all meetings of the Company and of any class of members of the Company and of the Directors and of committees of Directors.

Accounts

144 Accounting records

Accounting records sufficient to show and explain the Company’s transactions and otherwise complying with the Statutes shall be kept at the Office, or at such other place as the Directors think fit, and shall always be open to inspection by the officers of the Company. Subject as aforesaid no member of the Company or other person shall have any right of inspecting any account or book or document of the Company except as conferred by statute or ordered by a Court of competent jurisdiction or authorised by the Directors.

145 Copies of accounts for members

A copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by law to be comprised therein or attached or annexed thereto) shall not less than 21 days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of General Meetings from the Company under the provisions of the Statutes or of these Articles provided that this Article shall not require a copy of these documents to be sent to any member to whom a summary financial statement is sent in accordance with the Statutes and provided further that this Article shall not require a copy of these documents to be sent to more than one of joint holders nor to any person of whose postal address the Company is not aware, but any member or holder of debentures to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office. To the extent permitted by the Statutes and agreed by the member, the documents referred to in this Article may be sent by electronic communication.

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Auditors

146	Validity of Auditor’s acts
	Subject to the provisions of the Statutes, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.
147	Auditor’s rights to attend General Meetings
	An Auditor shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting which any member is entitled to receive and to be heard at any General Meeting on any part of the business of the meeting which concerns him as Auditor.

Notices

148	Service of notice
148.1	Any notice to be given to or by any person pursuant to these Articles shall be in writing, except that a notice calling a meeting of the directors need not be in writing.
148.2	Any notice or document (including a share certificate) may be served on or delivered to any member by the Company either personally or by sending it by post in a pre-paid cover addressed to such member at his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company as his address for the service of notices, or by delivering it to such address addressed as aforesaid.
148.3	Any document or notice (excluding a share certificate) which, in accordance with these Articles, may be sent by the Company by electronic communication shall, if so sent, be deemed to be received at the expiration of 24 hours after the time it was sent. Proof (in accordance with the formal recommendations of best practice contained in the guidance issued by the Institute of Chartered Secretaries and Administrators) that an electronic communication was sent by the Company shall be conclusive evidence of such sending.
148.4	Where a notice or other document is served or sent by post, service or delivery shall be deemed to be effected at the expiration of 24 hours (or, where second-class mail is employed, 48 hours) after the time when the cover containing the same is posted and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.
148.5	The accidental failure to send, or the non-receipt by any person entitled to, any notice of or other document relating to any meeting or other proceeding shall not invalidate the relevant meeting or other proceeding.
149	Joint holders
	Any notice given to that one of the joint holders of a share whose name stands first in the Register in respect of the share shall be sufficient notice to all the joint holders in their capacity as such. For such purpose a joint holder having no registered address in the

46

	United Kingdom and not having supplied a postal address within the United Kingdom for the service of notices shall be disregarded.
150	Deceased and bankrupt members
	A person entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law, upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also a postal address within the United Kingdom for the service of notices, shall be entitled to have served upon or delivered to him at such address any notice or document to which the said member would have been entitled, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent to any member in pursuance of these Articles shall, notwithstanding that such member be then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any share registered in the name of such member as sole or first-named joint holder.
151	Overseas members
	A member who (having no registered address within the United Kingdom) has not supplied to the Company an address within the United Kingdom for the service of notices shall not be entitled to receive notices from the Company. If on three consecutive occasions notices have been sent through the post to any member at his registered address or his address for the service of notices but have been returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied in writing to the Transfer Office a new registered address within the United Kingdom for the service of notices.
152	Suspension of postal services
	If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a shareholders’ meeting by notices sent through the post, such meeting may be convened by a notice advertised on the same date in at least two national daily newspapers with appropriate circulation and such notice shall be deemed to have been duly served on all members entitled thereto on the day when the advertisement appears (or first appears). In any such case the Company may still, where applicable, serve notice by electronic communication and shall send confirmatory copies of the notice by post to members to whom it was not sent by electronic communication if at least seven days prior to the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.
153	Statutory requirements as to notices
	Nothing in any of the preceding five Articles shall affect any requirement of the Statutes that any particular offer, notice or other document be served in any particular manner.

47

154	Signature of documents
	Where under these Articles a document requires to be signed by a member or other person then, if in the form of an electronic communication, it must to be valid incorporate the electronic signature or personal identification details (which may be details previously allocated by the Company) of that member or other person, in such form as the Directors may approve, or be accompanied by such other evidence (including evidence in accordance with the last sentence of Article 75.2) as the Directors may require to satisfy themselves that the document is genuine. The Company may designate mechanisms for validating any such document, and any such document not so validated by use of such mechanisms shall be deemed not to have been received by the Company.
155	Electronic communication
	Any member may notify the Company of an address for the purpose of his receiving electronic communications from the Company, and having done so shall be deemed to have agreed to receive notices and other documents from the Company by electronic communication of the kind to which the address relates. In addition, if a member notifies the Company of his e-mail address, the Company may satisfy its obligation to send him any notice or other document by:
155.1	publishing such notice or document on a web site; and
155.2	notifying him by e-mail to that e-mail address that such notice or document has been so published, specifying the address of the web site on which it has been published, the place on the web site where it may be accessed, how it may be accessed and (if it is a notice relating to a shareholders’ meeting) stating (i) that the notice concerns a notice of a company meeting served in accordance with the Act, (ii) the place, date and time of the meeting, (iii) whether the meeting is to be an Annual or Extraordinary General Meeting and (iv) such other information as the Statutes may prescribe.
	Any amendment or revocation of a notification given to the Company under this Article shall only take effect if in writing, signed by the member and on actual receipt by the Company thereof.
	An electronic communication shall not be treated as received by the Company if it is rejected by computer virus protection arrangements.

Winding up

156	Directors’ powers to petition
	The Directors shall have power in the name and on behalf of the Company to present a petition to the Court for the Company to be wound up.
157	Distribution of assets in specie
	If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of an Extraordinary Resolution, divide among the members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how

48

such division shall be carried out as between the members or different classes of members. The Liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the Liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

Indemnity

158	Indemnity
158.1	Subject to the provisions of, and so far as may be permitted by and consistent with, the Statutes, every Director and officer of the Company shall be indemnified by the Company out of its own funds against (a) 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 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 (as defined in Section 309A(6) of the Act) and (ii) any liability of the kind referred to in Sections 309B(3) or (4) of the Act; and (b) 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. Where a Director or officer is indemnified against any liability in accordance with this paragraph 158.1, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto.
158.2	Without prejudice to paragraph 158.1 above, the Directors shall have power to purchase and maintain insurance for or for the benefit of (i) any person who is or was at any time a Director or officer of any Relevant Company (as defined in paragraph 158.3 below), or (ii) any person who is or was at any time a trustee of any pension fund or employees’ share scheme in which employees of any Relevant Company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by or attaching to him in respect of any act or omission in the actual or purported execution and/or discharge of his duties and/or in the exercise or purported exercise of his powers and/or otherwise in relation to his duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees’ share scheme (and all costs, charges, losses, expenses and liabilities incurred by him in relation thereto).
158.3	For the purpose of paragraph 158.2 above, “Relevant Company” shall mean the Company, any holding company of the Company or any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company, or any subsidiary undertaking of the Company or of such other body.
158.4	Subject to the provisions of and so far as may be permitted by the Statutes, the Company (i) may provide any current or former Director or officer with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings which relate

49

to anything done or omitted or alleged to have been done or omitted by him as such a Director or officer 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 or in connection with any application under the provisions mentioned in Section 337A(2) of the Act and (ii) may do anything to enable a Director or officer to avoid incurring such expenditure, but so that the terms set out in Section 337A(4) of the Act shall apply to any such provision of funds or other things done provided that, for the purpose of this paragraph 158.4, references to “director” in Section 337A(4) of the Act shall be deemed to include references to a former Director or a current or former officer of the Company.

Overriding Provisions

159	Overriding provisions
159.1	If and for so long as the Company shall hold any class of security of Six Continents Hotels Inc. the provisions of this Article shall apply and to the extent of any inconsistency shall have overriding effect as against all other provisions of these Articles.
159.2	For the purposes of this Article the words and expressions set out below shall bear the meanings set opposite them respectively:
	“Disqualified Person” means any holder of any class of shares of the Company whose holding of such shares, either individually or when taken together with the holding of any class of shares of the Company by any other holders, may result, in the opinion of the Directors, in the loss, or the failure to secure the reinstatement, of any licence or franchise from any United States’ governmental agency held by Six Continents Hotels Inc. or any subsidiary thereof to conduct any portion of the business of Six Continents Hotels Inc. or any subsidiary thereof.
	“Relevant Shares” means shares of the Company comprised in the interest or holding of a Disqualified Person.
	“Required Disposal” means the sale and transfer of Relevant Shares or of interests therein in such manner as may be required to cause such shares to cease to be Relevant Shares.

159.3

159.3.1     The Directors may at any time serve a notice upon any member requiring him to furnish the Directors with information (in the case of (ii) below, to the extent that such paragraph applies to any person other than the member so far as such information lies within the knowledge of such member), supported by a declaration and by such other evidence (if any) in support as the Directors may require, for the purpose of determining:

(i)	whether such member is a party to an agreement or arrangement (whether legally enforceable or not) whereby any of the shares held by him are to be voted in accordance with some other person’s instructions (whether given by that other person directly or through any other person); or
(ii)	whether such member and/or any other person who has an interest in any shares held by such member is a Disqualified Person.

50

If such information and evidence is not furnished within a reasonable period (not being less than 14 days) from the date of service of such notice or the information and evidence provided is, in the opinion of the Directors, unsatisfactory for the purposes of so determining, the Directors may serve upon such member a further notice calling upon him, within 14 days after the service of such further notice, to furnish the Directors with such information and evidence or further information and evidence as shall (in their opinion) enable them so to determine.

159.3.2

Any person holding any share of the Company shall notify the Directors forthwith in writing if he, or to his knowledge any person controlling or beneficially owning or otherwise having an interest in such share, is likely to be or become a Disqualified Person.

159.3.3

The Directors may assume without enquiry that a person is not or will not become a Disqualified Person unless the information obtained by them above or a notification under this paragraph 159.3 indicates to the contrary or the Directors have reason to believe otherwise; in these circumstances the Directors shall use all reasonable endeavours to discover whether the person concerned is a Disqualified Person.

159.4

159.4.1

If any person becomes or is determined in accordance with paragraph 159.3.3 above to be a Disqualified Person the Directors shall serve a written notice (a “Disposal Notice”) on all those who (to the knowledge of the Directors) have interests in, and, if different, on the holder or holders of, the Relevant Shares. The Disposal Notice shall refer to the voting restrictions as set out in paragraph 159.6 below and shall call for a Required Disposal to be made and for reasonable evidence that such Required Disposal shall have been effected to be supplied to the Company within 21 days from the date of such notice or such other period as the Directors may consider reasonable and which they may extend. The Directors may withdraw a Disposal Notice (whether before or after the expiration of the period referred to) if it appears to them that there is no Disqualified Person in relation to the shares concerned.

159.4.2

If a Disposal Notice served under paragraph 159.4.1 above is not complied with to the satisfaction of the Directors and has not been withdrawn, the Directors shall, so far as they are able, sell the shares comprised in such Disposal Notice, at the best price reasonably obtainable in all the circumstances and shall give written notice of such disposal to those persons on whom the Disposal Notice was served. Except as hereinafter provided such a sale shall be completed as soon as reasonably practicable after expiry of the Disposal Notice as may in the opinion of the Directors be consistent with obtaining the best price reasonably obtainable and in any event within 30 days of expiry of such notice provided that such a sale shall be postponed during the period when dealings by the Directors in the Company’s shares are not permitted either by law or by Regulations of the London Stock Exchange but any sale postponed as aforesaid shall be completed within 30 days after expiry of the period of such suspension and provided further that neither the Company nor the Director shall be liable to any holder or any person having an interest in any share or other person for failing to obtain the best price so long as the Directors act in good faith within the period specified above.

51

159.4.3 For the purpose of effecting any Required Disposal, the Directors may authorise in writing an officer or employee of the Company to execute any necessary transfer on behalf of any holder and may issue a new certificate to the purchaser. The net proceeds of such disposal shall be received by the Company, whose receipt shall be a good discharge for the purchase money, and shall be paid (without any interest being payable thereon) to the former holder upon surrender by him of the certificate in respect of the shares sold and formerly held by him.

159.5

159.5.1	The Directors shall not be obliged to serve any notice under the foregoing provisions of this Article upon any person if they do not know his identity or his address and the absence of service of such a notice in such circumstances as aforesaid and any accidental error in, or failure to give any notice to any person upon whom notice is required to be served under the foregoing provisions shall not prevent the implementation of or invalidate any procedure thereunder.
159.5.2	Any notice to be served under this Article upon a person who is not a member shall be deemed validly served if sent through the post to that person at the address, if any, at which the Directors believe him to be resident or carrying on business. Any such notice shall be deemed served on the day following any day on which it was put in the post and, in proving service, it shall be sufficient to prove that the notice was properly addressed, stamped and put in the post.
159.5.3	Any determination of the Directors under the foregoing provision of this Article shall be final and conclusive, but without prejudice to the power of the Directors subsequently to vary or revoke such determination.

159.6

159.6.1	If in accordance with paragraph 159.3 above the Directors shall have assumed that any person is not a Disqualified Person, the exercise by that person and/or, if shares owned or controlled by such person are held by another person or by other persons, by such other person or persons shall not be challenged or invalidated by any subsequent determination by the Directors that such person is a Disqualified Person.
159.6.2	If any person becomes or is determined by the Directors to be a Disqualified Person the Directors shall serve written notice on such person and, if different, on the holder or holders of the shares owned or controlled by such person to the effect that he has been determined to be a Disqualified Person.
159.6.3	With effect from the expiration of such period as the Directors shall specify in the notice under paragraph 159.6.2 above (not being longer than 30 days from the date of service of such notice) the said person and, if different, the holder or holders of the shares owned or controlled by such person (to the extent that such holder or holders is/are not able to prove to the satisfaction of the Directors that shares registered in his/their name(s) are not owned or controlled by such person) shall not be entitled to receive notice of, or to attend or vote at, any General Meeting of the Company or any meeting of the holders of any class of shares.
159.6.4	Any member who has pursuant to paragraph 159.3.1 above been served with a further notice by the Directors requiring him to furnish the Directors with information and evidence or further information or evidence within 14 days after the service of

52

such further notice shall not, with effect from the expiration of such period and until information or evidence is furnished to the satisfaction of the Directors, be entitled to receive notice of, or to attend or vote at, any General Meeting of the Company or meeting of the holders of any class of shares other than in respect of such of the shares held by such member as are shares in respect of which it shall have been established to the satisfaction of the Directors that they are not shares in which a Disqualified Person has an interest or shares in respect of which the Directors may require a disposal pursuant to the provisions of paragraph 159.4 above.

159.7 No person shall be capable of being appointed or continuing as a Director if, in the opinion of the Directors, his directorship of the Company may result in the loss, or the failure to secure the reinstatement, of any licence or franchise from any United States governmental agency held by Six Continents Hotels Inc. or any subsidiary thereof to conduct any portion of the business of Six Continents Hotels Inc. or any subsidiary thereof.

53

Index

	Article No.		Page No.
Accounts		144-145		45
Auditors		146-147		46
Authentication of Documents		126		40
Borrowing Powers		112-113		37
Capitalisation of Profits and Shares		141-142		43-45
Corporations Acting by Representatives		79		28
Directors		80-88		28-30
Alternate		98-101		32-33
Appointment and Retirement of		89-97		30-32
Departmental, Divisional or Local		120		38-39
General Powers of		114-118		37-38
Meetings and Proceedings of		102-111		33-36
Dividends		128-140		40-43
Evidence of Title to Securities		17		12
Forfeiture and Lien		29-36		14-16
General Meetings		49-50		19-20
Notice of		51-52		20-21
Overflow of		53-55		21
Proceedings at		56-66		21-23
Indemnity		158		49-50
Minutes		143		45
Notices		148-155		46-48
Overriding Provisions		159		50-53
Preliminary		1-2		1-6
President		119		38
Proxies		73-78		26-27
Record Date		125		39
Reserves		127		40
Seal		122-124		39
Secretary		121		39
Share Capital		3-4		6-7
Alteration of		7-11		8-9

54

	Article No.		Page No.
Variation of Rights		5-6		7-8
Share Certificates		18-22		12-13
Shares		12-16		9-11
Calls on		23-28		13-14
Transfer of		37-43		16-18
Transmission of		44-46		18-19
Untraced Shareholders		47-48		19
Votes of Members		69-72		23-26
Winding Up		156-157		48-49

55

EX-4.1

Exhibit 4.1

Reference 2625-10

InterContinental Hotels Group PLC

ORDINARY SHARES OF 10 PENCE EACH

5th PROOF	THE ATTACHED CERTIFICATE IS VALUABLE.
103214 SS	PLEASE KEEP IT IN A SAFE PLACE.
	Should you need to notify the Registrar of a change of address, please complete the form on the reverse of this counterfoil and send it to Lloyds TSB Registrars. In the case of a joint holding, the change of address of the first-named shareholder only should be notified and the form should be signed by the first-named shareholder only. Please do NOT return your share certificate with the change of address form.

CERTIFICATE No. ACCOUNT No. TRANSFER No. DATE NUMBER OF ORDINARY SHARES

Incorporated and registered in England and Wales under the Companies Acts 1985 and 1989
Registered No. 5134420

ORDINARY SHARES OF 10 PENCE EACH

This is to Certify that the undermentioned is/are the registered holder(s) of Ordinary Shares of 10 pence each fully paid in InterContinental Hotels Group PLC as shown herein subject to the Memorandum and Articles of Association of the Company.

NAME(S) OF HOLDER(S)

Given under the Securities Seal, of the Company

NUMBER OF ORDINARY SHARES

Orchestra 103214

This certificate should be kept in a safe place. It will be needed when you sell or transfer the shares.

No transfer of any portion of this holding will be registered unless this certificate is deposited at the office of the Registrar.

The Registrar’s address is Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA
(Telephone 0870 600 3957, overseas callers should call +44 121415 7034) and the relevant reference
for correspondence is No. 2625.

There is now a range of shareholder information on line. You can check your holding and find
practical help on transferring shares or updating your details at www.shareview.co.uk.

	CHANGE OF ADDRESS - Please use BLOCK LETTERS
	To: The Registrar, Intercontinental Hotels Group PLC, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA.
	Name(s) of shareholders) - Please fill in the full name(s) of the shareholder($) as shown in the certificate.
	2625
1st or Sole Holder
2nd Holder (if any)
3rd Holder (if any)
4th Holder (if any)
OLD ADDRESS
Please change the
address in the
Register of
Members from:
to:
NEW ADDRESS
Please fill in full
details including
postcode:
PLEASE SIGN HERE		DATE

NOTES	(i)	The above information will be used to amend any InterContinental Hotels Group PLC share accounts in which your name appears as the first or sole holder and which contains the same old address, including any accounts with designations.
	(ii)	If the change affects holdings of shares in other companies for which Lloyds TSB Registrars acts as Registrar, please give full details on a separate piece of paper.

EX-4.2

Exhibit 4.2

NEW INTERCONTINENTAL HOTELS GROUP PLC

RULES OF THE NEW INTERCONTINENTAL HOTELS GROUP

EXECUTIVE SHARE OPTION PLAN

Shareholders’ Approval:	15 June 2005
Directors’ Adoption:	15 June 2005
IR Ref:	X22982
Expiry Date:	15 June 2015
Revenue Approval:

Linklaters

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

Ref A Croft

Table of Contents

Contents		Page
1	Definitions		1
2	Grant of Options		2
3	Option Price		4
4	Individual limit		5
5	Plan limits		6
6	Variations in share capital		6
7	Exercise and lapse - general rules		7
8	Exercise and lapse - exceptions to the general rules		7
9	Exchange of Options		12
10	Exercise of Options		13
11	General		15
12	Changing the Plan		17
13	Governing law and jurisdiction		19
Schedule 1 The InterContinental Hotels Group Executive Approved Share Option Plan			20

i

Rules of the New InterContinental Hotels Group Executive Share Option Plan

1	Definitions
1.1	Meanings of words used

In these Rules:

“Annual Salary” means basic annual salary excluding all payments additional to basic salary (for example mortgage support, expatriate allowance, etc.);

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

“Company” means New InterContinental Hotels Group PLC (with registered number 5134420);

“Condition” means any conditions imposed under Rule 2.3;

“Control” has the meaning given to it by Section 840 of the Taxes Act;

“Date of Grant” means the date which the Directors set for the grant of an Option;

“Directors” means, subject to Rule 8.7, the board of directors of the Company or a duly authorised committee;

“Eligible Employee” means any person who:

(i)	is an executive director or employee of a Participating Company; and
(ii)	unless decided otherwise by the Directors, is not at the Date of Grant within 24 months of his anticipated leaving date;

“Financial Year” means the financial year of the Company;

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003;

“London Stock Exchange” means London Stock Exchange plc;

“Member of the Group” means:

(i)	the Company; and
(ii)	its Subsidiaries from time to time; and
(iii)	any other company which is associated with the Company and is so designated by the Directors;

“Model Code” means the UK Listing Authority Model Code for transactions in securities by directors, certain employees and persons connected with them;

“Option” means a right to acquire Shares granted under the Plan which is subject to the Rules;

“Optionholder” means a person holding an Option or his personal representatives;

1

“Option Period” means a period starting on the Date of Grant of an Option and ending at the end of the day before the 10th anniversary of the Date of Grant, or such shorter period as may be specified on the Date of Grant;

“Option Price” means the amount payable for each Share on the exercise of an Option calculated as described in Rule 3;

“Participating Companies” means:

(i)	the Company; and
(ii)	any Subsidiary and any other company which in both cases is so designated by the Directors;

“Plan” means this plan known as “The InterContinental Hotels Group Executive Share Option Plan” as changed from time to time;

“PRSP” means the InterContinental Hotels Group Performance Restricted Share Plan as changed from time to time;

“Regulatory Information Service” means a service listed in schedule 12 to the UK Listing Authority Listing Rules;

“Rolled Over Options” means Options granted under the Plan in exchange for options granted under the Six Continents Plc Executive Share Option Scheme 1985 or the Six Continents Plc Executive Share Option Scheme 1995;

“Rules” means these rules of the Plan as changed from time to time;

“STDIP” means the InterContinental Hotels Group Short Term Deferred Incentive Plan as amended from time to time;

“Shares” means fully paid ordinary shares in the capital of the Company;

“SIPs” means the InterContinental Hotels Group Share Incentive Plan and the Britvic Share Incentive Plan as amended from time to time;

“Subsidiary” means a company which is a subsidiary of the Company within the meaning of Section 736 of the Companies Act 1985;

“Taxes Act” means the Income and Corporation Taxes Act 1988;

2	Grant of Options
2.1	Grant of Options

2.1.1	The Directors may resolve to grant to any Eligible Employee an Option to acquire such number of Shares as the Directors may determine at the Option Price. The Company will execute a deed on the grant of an Option.
2.1.2	Unless the Directors decide otherwise in any particular case, Options must not be granted to an Eligible Employee who has given or received notice of termination of employment with a Participating Company whether or not such termination is lawful.
2.1.3	The Directors may also resolve to grant a Rolled Over Option, subject to the terms of the Rules as modified by any special terms that they may set, to any person who

2

  is an employee or former employee of Six Continents Plc or any of its Subsidiaries or former Subsidiaries.

 2.2  Time when Options may be granted

2.2.1 Options may only be granted within 42 days starting on any of the following:

(i)	the date of adoption of the Plan;
(ii)	the day on which the Plan is formally approved by the Inland Revenue;
(iii)	the day after the announcement of the Company’s results through a Regulatory Information Service for any period;
(iv)	any day on which the Directors resolve that exceptional circumstances exist which justify the grant of Options;
(v)	any day on which changes to the legislation or regulations affecting share option plans are announced, effected or made; or
(vi)	the day on which Shares are first admitted to the UK Listing Authority Official List and traded on the London Stock Exchange or admitted to any other stock exchange nominated by the Directors.

2.2.2	If the Directors do not grant any Options due to restrictions imposed by statute, order, regulation or Government directive, or by any code adopted by the Company based on the Model Code, the Directors may grant Options within 42 days after the lifting of such restrictions.
2.2.3	Options may be granted at any time between the adoption of the Plan and the 10th anniversary of that date.
2.2.4	The Directors may not grant Options on any day if the Option Price would be calculated as described in Rule 3.1 using any days immediately before the announcement of results through a Regulatory Information Service.

2.3

Conditions

When granting an Option, the Directors may make its exercise conditional on the satisfaction of certain conditions. The Condition must be objective and specified at the Date of Grant and may provide that an Option will lapse if a Condition is not satisfied. The Directors may waive or change the Condition in accordance with their terms or if anything happens which causes the Directors reasonably to consider that:

2.3.1	a changed Condition would be a fairer measure of performance, and would be no more difficult to satisfy; or
2.3.2	the Condition should be waived.

 2.4  Option certificates

2.4.1	The Directors will send to each Optionholder an option certificate on or as soon as practicable after the Date of Grant. The certificate will either be the deed referred to in Rule 2.1 or a statement. The Directors will set the form of the certificate, but the certificate must be consistent with these Rules.
2.4.2	If any option certificate is lost or damaged the Directors may replace it on such conditions as they wish to set.

3

2.5	No payment
	Optionholders are not required to pay for the grant of any Option.
2.6	Disclaimer of Option
	Any Optionholder may disclaim all or part of his Option within 30 days after the Date of Grant by notice in writing to the Company. If this happens, the Option will be deemed never to have been granted under the Plan. Optionholders are not required to pay for the disclaimer.
2.7	Disposal restrictions
	An Optionholder may not transfer, assign or otherwise dispose of an Option or any rights in respect of it. This Rule 2.7 does not apply to:

2.7.1	the transmission of an Option on the death of an Optionholder to his personal representatives; or
2.7.2	the assignment of an Option, with the prior consent of the Directors, subject to any terms and conditions the Directors impose.

2.8	Administrative errors
	If the Directors try to grant an Option which is inconsistent with Rule 4 (Individual limit) or Rule 5 (Plan limits), the Option will be limited and will take effect from the Date of Grant on a basis consistent with those Rules.
3	Option Price
3.1	Setting the Price
	The Directors will set the Option Price and state it on the Date of Grant.
	The Option Price will be:

3.1.1	not less than the Market Value of a Share on the Date of Grant; and
3.1.2	if the Shares are to be subscribed, not less than the nominal value of a Share.

However, Rule 3.1.1 will not apply to Options granted in exchange for options granted under the Six Continents Executive Share Option Scheme 1985 or the Six Continents Executive Share Option Scheme 1995.

3.2	Market Value
	“Market Value” on any particular day means:

3.2.1 where Shares of the same class are admitted to the Official List of the UK Listing Authority and traded on the London Stock Exchange:

(i)	their middle market quotation on the immediately preceding Business Day; or
(ii)	if the Directors so decide, the average of the middle market quotation on the 3 immediately preceding Business Days.

The middle market quotation is taken from the Daily Official List of the London Stock Exchange.

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3.2.2 Where Shares of the same class are not admitted to the Official List of the UK Listing Authority, the market value of a Share calculated as described in Part VIII of the Taxation of Chargeable Gains Act 1992.

4	Individual limit
4.1	Market value limit
	The conditions in Rules 4.1.1 and 4.1.2 must both be satisfied.

4.1.1 Subject to Rules 4.1.4 and 4.1.5, an Option must not be granted to an Eligible Employee if it would at the proposed Date of Grant cause the aggregate of the amounts payable on the exercise of Options granted under the Plan in any financial year to exceed:

(i)	in the case of an Eligible Employee who is a director of the Company, 3 times his Annual Salary as at the Date of Grant; and
(ii)	in the case of any other Eligible Employee, 4 times his Annual Salary as at the Date of Grant.

4.1.2 Subject to Rules 4.1.4 and 4.1.5 in any financial year no Eligible Employee shall be granted an Option which would at the proposed Date of Grant cause the aggregate of:

(i)	20% of the market value of the Shares over which an Option is granted under the Plan; and
(ii)	33% of the market value of the Shares over which an award is made under the PRSP

	to exceed 130% of the Eligible Employee’s Annual Salary as at the Date of Grant.
4.1.3	For the purpose of Rule 4.1.2 the market value of a Share shall be calculated as follows:

(i)	in respect of Options granted under the Plan, the market value shall be the Option Price of the relevant Shares on the date when each Option was granted; and
(ii)	in respect of awards under the PRSP, the market value shall be the middle market quotation on the Business Day immediately preceding the conditional award date award under the PRSP.

4.1.4	No account shall be taken of Options or awards under the PRSP which have been released or have lapsed without being exercised.
4.1.5	The limits in this Rule 4.1 may be exceeded if the Directors determine that exceptional circumstances make it desirable that Options should be granted in excess of those limits.

4.2	Remuneration
	Remuneration payable in a currency other than Pounds Sterling will be converted into Pounds Sterling at the average of the spot buying and selling rates with the relevant currency in comparable amounts by any clearing bank chosen by the Directors on a date chosen by the Directors.

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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 any 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 plan operated by the Company.
5.3	1.5 per cent. 1 year limit
	The number of Shares which may be allocated under the Plan on any day must not exceed 1.5 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 12 months under the Plan, the STDIP and the PRSP.
5.4	Exclusions
	Where the right to acquire Shares is released or lapses without being exercised, the Shares concerned are ignored when calculating the limits in this Rule 5.
	The following are also ignored:

5.4.1	when calculating the limits in Rules 5.1, 5.2 and 5.3 Shares awarded as partnership shares under the SIPs; and
5.4.2	when calculating the limit in Rule 5.3 rights to Shares issued in respect of options granted in exchange for options granted under the Six Continents Executive Share Option Scheme 1985 and the Six Continents Executive Share Option Scheme 1995.

5.5	Meaning of allocate
	“Allocate” means granting an option or other right to acquire unissued Shares, or if there is no such grant, the issue and allotment of Shares.
6	Variations in share capital
6.1	Adjustment of Options
	If there is a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital or a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Taxes Act or other distribution in specie or a special dividend:

6.1.1	the number of Shares comprised in each Option; or
6.1.2	the Option Price; or
6.1.3	both

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may be adjusted in any way (including retrospective adjustments) which the Directors consider appropriate.

6.2 Nominal value

6.2.1

The Option Price of an Option to acquire existing Shares may be adjusted to a price less than nominal value.

6.2.2

The Option Price of an Option to subscribe for Shares may be adjusted to a price less than nominal value only if the Directors resolve to capitalise the reserves of the Company, subject to any necessary conditions. This capitalisation will be of an amount equal to the difference between the adjusted Option Price payable for the Shares to be issued on exercise, and the nominal value of such Shares on the date of allotment of the Shares. If, at the time of exercise, the Directors do not resolve to capitalise the reserves of the Company for this purpose then the adjustment under this Rule 6.2 will be deemed not to have taken place.

6.3	Notice
	The Directors may notify Optionholders of any adjustment made under this Rule 6.
7	Exercise and lapse - general rules
7.1	Exercise
	Subject to Rule 7.2 (Lapse) and Rule 8 (Exercise and lapse — exceptions to the general rules) an Option can only be exercised:

7.1.1	on or after the third anniversary of its Date of Grant (or such other date as the Directors may specify on the Date of Grant);
7.1.2	to the extent allowed by the Condition; and
7.1.3	if not prevented under Rule 8.11 (Mergers and reorganisations) or by a decision of the Directors under any of Rules 8.3 (Takeovers), 8.4 (Section 429 notice) or 8.5 (Company reconstructions).

7.2	Lapse
	Unless Rule 8 applies, an Option will lapse on the earliest of:

7.2.1	the date the Optionholder ceases to be a director or employee of a Member of the Group;
7.2.2	if the Directors so decide within 14 days of the date that the relevant Optionholder gives or receives notice, the date on which the Optionholder gives or receives notice of termination of his employment with any Member of the Group whether or not such termination is lawful;
7.2.3	any date specified in any Condition;
7.2.4	the expiry of the Option Period.

8	Exercise and lapse - exceptions to the general rules
	This Rule 8 sets out exceptions to the general rules of exercise and lapse in Rule 7.

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8.1 Cessation of employment

8.1.1	If an Optionholder ceases to be a director or an employee of any Member of the Group for any of the reasons set out below, then his Options will not lapse and he may exercise them for a period of three and a half years from the date of cessation of employment unless the Company decides otherwise. The Condition must be satisfied before exercise of Options under this Rule 8.1.1.
	The reasons are:

(i)	ill-health, injury, disability;
(ii)	redundancy;
(iii)	retirement in accordance with the terms of an Optionholder’s contract of employment;
(iv)	early retirement by agreement with the Optionholder’s employer;
(v)	the Optionholder’s employing company ceasing to be under the Control of the Company;
(vi)	a transfer of the undertaking, or the part of the undertaking, in which the Optionholder works to a person which is neither under the Control of the Company nor a Member of the Group.

8.1.2	The Directors may allow an Optionholder who ceases to be a director or an employee of any Member of the Group for any other reason to exercise his Options in full or in part during any period specified by the Directors and subject to any conditions. The Condition must be satisfied before exercise of Options under this Rule 8.1.2.
8.1.3	The Directors must exercise any discretion provided for in this Rule 8.1 within 90 days after cessation of the relevant Optionholder’s employment.
8.1.4	To the extent that any Option exercisable under this Rule 8.1 is not exercised within the period specified, it will lapse at the end of that period.
8.1.5	If an Optionholder ceases to be an employee of any Member of the Group for reasons that would entitle his employer to dismiss him summarily under his contract of employment, all his Options shall lapse upon such cessation.
8.1.6	An Optionholder will not be treated as ceasing to be an employee of a Member of the Group until he has ceased to be an employee of any Member of the Group.

8.2	Death
	If an Optionholder dies, his Options may be exercised for a period of 12 months from the date of his death by his personal representatives to the extent that the Condition is satisfied up to the date of death. To the extent that any Option exercisable under this Rule 8.2 is not so exercised, it will lapse. Nothing in this Rule 8.2 extends the Option Period.
8.3	Takeovers
	This Rule does not apply if Options are to be replaced in accordance with Rule 8.11 (Mergers and reorganisations).

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This Rule applies 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.

When this Rule applies Options may be exercised, subject to the satisfaction of the Condition, within the 6 month period after the person making the offer has obtained Control of the Company.

The Options will cease to be exercisable at the end of the 6 month period. Options not exercised or exchanged (under Rule 9 (Exchange of Options)) will lapse at the end of the period specified in Rule 9.2 (Exchange).

At any time before the day on which Control is obtained, the Directors may decide that no Options may be exercised. This decision will cease to have effect if an offer to exchange Options (“exchange offer”) is not made in accordance with Rule 9 within 14 days of the date on which Control is obtained.

8.4	Section 429 notice
	This Rule does not apply if Options are to be replaced in accordance with Rule 8.11 (Mergers and reorganisations).
	This Rule applies if a person (or a group of persons acting in concert) serves a notice to acquire Shares under section 429 of the Companies Act 1985 or any other equivalent local legislation (a “section 429 notice”). Options may be exercised, subject to the satisfaction of the Condition, up to the end of the shorter of:

8.4.1	the period during which that person is entitled and bound to acquire the Shares to which the section 429 notice relates; and
8.4.2	the period during which that person is entitled to serve a section 429 notice.

Options not exercised or exchanged (under Rule 9 (Exchange of Options)) will lapse at the end of the period specified in Rule 9.2 (Exchange).

At any time before the day on which a section 429 notice is served, the Directors may decide that no Options may be exercised. This decision will cease to have effect if an offer to exchange Options (“exchange offer”) is not made in accordance with Rule 9 within 14 days of the date on which a section 429 notice is served.

8.5	Company reconstructions
	This Rule does not apply if Options are to be replaced in accordance with Rule 8.11 (Mergers and reorganisations).
	This Rule applies when, under section 425 of the Companies Act 1985 or any other equivalent local legislation:

8.5.1	a court sanctions a compromise or arrangement in connection with the acquisition of Shares; or
8.5.2	there is any other local equivalent to that sanction procedure.

When this Rule applies, Options may be exercised, subject to the satisfaction of the Condition, within 6 months after the date of the sanction. Any Option not so exercised will lapse at the end of that period.

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However, the Directors may decide that no Options may be exercised. They may make this decision not later than the date of the sanction and only if an exchange offer is proposed to be made in accordance with Rule 9.

8.6	Demergers and other significant distributions
	This Rule does not apply if Options are to be replaced in accordance with Rule 8.11 (Mergers and reorganisations).
	If the Directors become aware that the Company is or is expected to be affected by any demerger, dividend in specie, special dividend or other transaction not falling within any of Rules 8.3 (Takeovers), 8.4 (Section 429 notice) and 8.5 (Company reconstructions) which, in the opinion of the Directors, would affect the current or future value of any Option, the Directors, may, acting fairly, reasonably and objectively, in their discretion, allow some or all Options to be exercised, subject to the satisfaction of the Condition. The Directors will specify the period of exercise of such Options, whether the Options will lapse at the end of the period and whether exercise is subject to satisfaction of any of the Condition.
	The Directors will notify any Optionholder who is affected by the Directors exercising their discretion under this Rule.
8.7	Directors
	In Rules 8.3, 8.4, 8.5, 8.6 and 9.3.4, “Directors” means those people who were directors of the Company immediately before the relevant event.
8.8	Winding-up
	This Rule does not apply if Options are to be replaced in accordance with Rule 8.11 (Mergers and reorganisations).

8.8.1

If notice is duly given of a meeting to consider a resolution for the voluntary winding-up of the Company, Options may be exercised, subject to the satisfaction of the Condition, until the commencement of the winding-up within the meaning of the Insolvency Act 1986 (but the exercise of any Option in these circumstances will be of no effect if the resolution is not passed). Options not exercised or exchanged (under Rule 9 (Exchange of Options)) will lapse at the end of the period specified in Rule 9.2 (Exchange) .

8.8.2

If the Company is wound-up by the court, Options may be exercised, subject to the satisfaction of the Condition, within 2 months after the date of the winding-up order. However, the liquidator or the court (if appropriate) must authorise the issue or transfer of Shares after such exercise, and the Optionholder must apply for this authority and pay his application costs. Any Options not exercised during the 2 month period will lapse at the end of the period.

8.9	Administration
	This Rule does not apply if Options are to be replaced in accordance with Rule 8.11 (Mergers and reorganisations).
	If an administration order is made in relation to the Company, Optionholders may exercise their Options, subject to the satisfaction of the Condition, within 6 weeks after the date of the administration order. However, the administrator or the court must authorise the issue or transfer of Shares after such exercise. Any Options not exercised by the end of the 6

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week period will lapse at that time only if the Directors have given written notice to that effect to the Optionholders during the 6 week period.

8.10	Voluntary arrangement
	This Rule does not apply if Options are to be replaced in accordance with Rule 8.11 (Mergers and reorganisations).
	If a voluntary arrangement is proposed in relation to the Company under Part I of the Insolvency Act 1986, Optionholders may exercise their Options, subject to the satisfaction of the Condition within 14 days after the date of sending of any notices of meeting called under Section 3 of the Insolvency Act 1986 in relation to such proposal. Any Options not exercised by the end of the 14 day period will lapse at that time only if the Directors have given written notice to that effect to the Optionholders on the date that notices of the meeting were sent.
8.11	Mergers and reorganisations
	If, as a result of events specified in Rules 8.3 to 8.6 and 8.7 to 8.10 a company (“the Acquiring Company”) obtains Control of the Company and:

8.11.1	the shareholders of the Acquiring Company, immediately after it has obtained Control, are substantially the same as the shareholders of the Company before then; or
8.11.2	the obtaining of Control is pursuant to a merger with the Company; and
8.11.3	the Company and the Acquiring Company consent to the replacement of Options under this Rule 8.11;
	then Options will not become exercisable. Instead all rights under the Plan will be replaced in accordance with Rule 9.3.

8.12	Overseas transfer
	If an Optionholder is transferred to work in another country, and, as a result of that transfer, the Optionholder either:

8.12.1	suffers a tax disadvantage in relation to his Options (this being shown to the satisfaction of the Directors); or
8.12.2	becomes subject to restrictions on his ability to exercise his Options or to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on exercise because of the security laws or exchange control laws of the country to which he is transferred

then, provided the Optionholder continues to hold an office or employment with a Member of the Group, the Directors may permit the Optionholder to exercise the Option during the period starting 3 months before and ending 3 months after the transfer takes place. The Condition must be satisfied before exercise of Options under this Rule 8.12. If he does not exercise his Options, following this Rule, the usual exercise Rules will apply to them at the appropriate times.

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8.13	Priority
	If there is any conflict between any of the provisions of Rules 7 and 8, the provision which results in the shortest exercise period of the Option will prevail.
9	Exchange of Options
9.1	Application
	This Rule 9 applies to all Options if any of the following occur:

9.1.1	a person (or a group of persons acting in concert) has obtained Control of the Company as a result of making an offer to acquire shares;
9.1.2	a court sanctions a scheme of arrangement under Section 425 Companies Act 1985 (or equivalent local legislation) in connection with the acquisition of Shares or there is a local equivalent to that sanction procedure;
9.1.3	any person becomes entitled or bound to acquire Shares under Sections 428 and 429 Companies Act 1985 (or equivalent legislation);
9.1.4	a resolution is passed for the voluntary winding-up of the Company; or.
9.1.5	the Company and the Acquiring Company consent to the replacement of Options in accordance with Rule 8.11 (Mergers and reorganisations).

9.2	Exchange
	If this Rule 9 applies, Options may be exchanged during the period of 6 months after the relevant event and with the agreement of the company offering the exchange.
9.3	Exchange terms
	Where an Option is to be exchanged the Optionholder will be granted a new option to replace it.
	Where an Optionholder is granted a new option then:

9.3.1	the new option will be in respect of shares in any body corporate determined by the company offering the exchange;
9.3.2	the new option will be equivalent to the Option that was exchanged;
9.3.3	the new option will be treated as having been acquired at the same time as the Option that was exchanged and will be exercisable in the same manner and at the same time;
9.3.4	the new option will be subject to the Rules as they last had effect in relation to the Option that was exchanged, except that, unless the Directors (as defined in Rule 8.7) decide otherwise, the Condition will not apply; and
9.3.5	with effect from the exchange, the Rules will be construed in relation to the new option as if references to Shares were references to the shares over which the new option is granted and references to the Company were references to the body corporate determined under Rule 9.3.1.

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10	Exercise of Options
10.1	Exercise
	An Optionholder can exercise his Option validly only in the way described in, and subject to, this Rule 10.
10.2	Part exercise

10.2.1	An Option may be exercised in respect of all the Shares under the Option or only some of those Shares. These restrictions will not apply where an Option is exercised for the maximum number of Shares permissible at the time.
10.2.2	If an Option is exercised in part, and the balance remains exercisable, the Directors must on the surrender of the relevant certificate issue a balance certificate.

10.3	Manner of exercise
	Options must be exercised by notice in writing or in another form specified by the Company and delivered to the Company or other duly appointed agent. The notice of exercise of the Option must be completed, signed (in manuscript or in any other form that may be specified by the Company) by the Optionholder or by his appointed agent, and must be accompanied by:

10.3.1	the relevant option certificate (if required by the Company); and
10.3.2	correct payment in full of the Option Price for the number of Shares being acquired or details of arrangements agreed between the Optionholder and the Company for the payment of the Option Price for the number of Shares being acquired;
10.3.3	if required by the Company, a declaration as to his nationality and/or residence; and
10.3.4	unless the Company decides otherwise, in the case of an exercise by an Optionholder’s personal representatives under Rule 8.2, an office copy of a valid UK grant of probate.

Subject to Rule 10.4 (Delay in exercise), in this Rule 10, the “Option Exercise Date” will be the date of receipt by the Company or other duly appointed agent of the documents and, if appropriate, the payment referred to in Rule 10.3.

10.4	Delay in exercise
	The Option Exercise Date may be delayed until the later of:

10.4.1	the date on which the Directors either decide that the Condition to which the Option is subject has been satisfied. The Directors must make a decision about the satisfaction of the Condition within 14 days of receipt by the Company or other duly appointed agent of the documents and, if appropriate, the payment; and
10.4.2	if any statute, regulation or code adopted by the Company based on the Model Code, prohibits the exercise of Options, the date when the Optionholder is permitted to exercise an Option.

10.5	Issue or transfer
	Subject to Rule 10.7:

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10.5.1	Shares to be issued following the exercise of an Option will be issued within 30 days of the Option Exercise Date.
10.5.2	If Shares are to be transferred following the exercise of an Option, the Directors will procure this transfer within 30 days of the Option Exercise Date.

10.6 Rights

10.6.1	Shares issued on the exercise of an Option will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.
10.6.2	Where Shares are to be transferred on the exercise of an Option, Optionholders will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. They will not be entitled to rights before that date.

10.7	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 United Kingdom or elsewhere. The Optionholder will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.
10.8	Articles of association
	Any Shares acquired on the exercise of Options are subject to the articles of association of the Company from time to time in force.
10.9	Listing
	If and so long as the Shares are listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable after their allotment.
10.10	Cash alternative
	In exceptional circumstances, the Directors may in their discretion determine not to procure the transfer or issue of Shares to an Optionholder who exercises his Option, but instead to pay to him (subject to the withholding provisions in Rule 11.8) a cash amount. This cash amount must be equal to the amount by which the market value of the Shares in respect of which the Option is exercised exceeds the Option Price. Alternatively, the Directors may procure the transfer of Shares to the value of that cash amount or apply that amount in the issue of Shares. If the Directors so determine, the Optionholder need not pay the Option Price or, if he has paid it, the Company will repay the Option Price to him.
	For the purposes of this Rule, “market value” means:

10.10.1	the middle market quotation of a Share as derived from the Daily Official List of the London Stock Exchange on the Option Exercise Date (or the next Business Day if the Option Exercise Date is not a Business Day); or
10.10.2	where Shares of the same class are not admitted to the Official List of the UK Listing Authority, the market value of a Share calculated as described in Part VIII of the Taxation of Chargeable Gains Act 1992.

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11	General
11.1	Notices
	Any notice or other document which has to be given to an Eligible Employee or Optionholder under or in connection with the Plan may be:

11.1.1	delivered or sent by post to him at his home address according to the records of his employing company; or
11.1.2	sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company is used by him;

or in either case such other address which the Company considers appropriate.

Any notice or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to it at its respective registered office (or such other place as the Directors or duly appointed agent may from time to time decide and notify to Optionholders) or except for the exercise of Options under Rule 10 sent by e-mail or fax to any e-mail address or fax number notified to the sender.

Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to an Optionholder who is working overseas will be deemed to have been given on the seventh day after the date of posting.

Notices sent by e-mail or fax, in the absence of evidence of non-delivery, will be deemed to have been received on the day after sending.

11.2	Documents sent to shareholders
	The Company may send to Optionholders copies of any documents or notices normally sent to the holders of its Shares at or around the same time as issuing them to the holders of its Shares.
11.3	Directors’ decisions final and binding
	The decision of the Directors on the interpretation of the Rules or in any dispute relating to an Option or matter relating to the Plan will be final and conclusive.
11.4	Costs
	The Company will pay the costs of introducing and administering the Plan. Each Participating Company will reimburse the Company for any costs incurred in connection with the grant of Options to, or exercise of Options by, employees of that Participating Company.
11.5	Regulations
	The Directors have the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with the Rules.
11.6	Terms of employment

11.6.1 For the purposes of this Rule 11.6, “Employee” means any Optionholder, any Eligible Employee or any other person.

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11.6.2 This Rule 11.6 applies:

(i)	whether the Company has full discretion in the operation of the Plan, or whether the Company could be regarded as being subject to any obligations in the operation of the Plan;
(ii)	during an Employee’s employment or employment relationship; and
(iii)	after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

11.6.3	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.
11.6.4	The grant of Options on a particular basis in any year does not create any right to or expectation of the grant of Options on the same basis, or at all, in any future year.
11.6.5	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.
11.6.6	Without prejudice to an Employee’s right to exercise an Option 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 Option. Any and all discretions, decisions or omissions relating to the Option 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 employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule 11.6.
11.6.7	No Employee has any right to compensation for any loss in relation to the Plan, including:

(i)	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);
(ii)	any exercise of a discretion or a decision taken in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision;
(iii)	the operation, suspension, termination or amendment of the Plan.

11.6.8 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 11.6. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to exercise an Option 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 Option under the Plan.

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11.6.9	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.
11.6.10	Each of the provisions of this Rule 11.6 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.

11.7	Employee trust
	The Company and any Subsidiary of the Company may provide money to the trustee of any trust or any other person to enable them or him to acquire shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 153 of the Companies Act 1985.
11.8	Withholding
	The Company, any employing company and any trustee of any employee benefit trust may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of Options. These arrangements may include the sale or reduction in number of any shares on behalf of an Optionholder, unless the Optionholder discharges the liability himself.
11.9	Data protection
	By participating in the Plan the Optionholder consents to the holding and processing of personal data provided by the Optionholder to the Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

11.9.1	administering and maintaining Optionholder records;
11.9.2	providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
11.9.3	providing information to future purchasers of the Company or the business in which the Optionholder works;
11.9.4	transferring information about the Optionholder to a country or territory outside the European Economic Area.

12	Changing the Plan
12.1	Directors’ powers
	Except as described in the rest of this Rule 12, the Directors may at any time change the Plan in any way.
12.2	Shareholder approval

12.2.1 Except as described in Rule 12.2.2 and 12.4, the Company in general meeting must approve in advance by ordinary resolution any proposed change to the Rules to the advantage of present or future Optionholders, which relates to the following:

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(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 individual limit for each Optionholder under the Plan;
(iv)	the determination of the Option Price;
(v)	any rights attaching to the Options and the Shares;
(vi)	the rights of Optionholders in the event of a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction or any other variation of capital of the Company;
(vii)	the terms of this Rule 12.2.1.

12.2.2 The Directors 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;
(iii)	to take account of any changes to legislation; or
(iv)	to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Optionholder.

12.2.3 The Company may establish further plans based on the Rules but modified to take account of local tax, exchange control or securities laws in non-UK territories.

12.3	Optionholders’ Consent
	No amendment shall be made which would have the effect of abrogating or altering adversely in any material respect any of the subsisting rights of Optionholders in relation to their Options or the Shares except with the consent of the majority of the Optionholders affected by the amendment.
12.4	Optionholders who move overseas
	The Directors may amend, vary or add to the provisions of the Plan as they consider necessary or desirable to take account of, or to mitigate or to comply with relevant overseas taxation, securities or exchange control laws, provided that Options granted to such Optionholders are not overall more favourable than benefits granted to other Optionholders.
12.5	Notice
	The Directors may give written notice of any changes made to any Optionholder affected.
12.6	Termination of the Plan
	The Plan will terminate on 15 June 2015, but the Directors may terminate the Plan at any time before that date. However, Options granted before such termination will continue to be valid and exercisable as described in these Rules.

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13	Governing law and jurisdiction
	English law governs the Plan and all Options and their construction. The English Courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Option.

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Schedule 1
The New InterContinental Hotels Group Executive Approved Share Option Plan

This schedule contains the rules of the InterContinental Hotels Group Executive Approved Share Option Plan (“Approved Plan”). The Rules of the InterContinental Hotels Group Executive Share Option Plan (the “Plan”) as amended by this schedule apply to Options granted under the Approved Plan.

1	Definitions
	Words used in the Approved Plan have the same meaning as in the Plan unless amended as stated below:
	“Eligible Employee” does not include anyone who is:

(i)	excluded from participation because of paragraph 9 of Schedule 4 to ITEPA (material interests provisions); or
(ii)	a director who is required to work less than 25 hours a week (excluding meal breaks) for the Company.

“Participating Companies” means:

(i)	the Company; and
(ii)	any Subsidiary, a jointly-owned company (within the meaning of paragraph 34 of Schedule 4 to ITEPA) of which the Company is a joint owner and any other company which is permitted by the Inland Revenue to participate and which in all cases is so designated by the Directors;

“Shares” must satisfy paragraphs 16 to 20 of Schedule 4 to ITEPA;

“Subsidiary” means a company under the Control of the Company.

2	Shares
	The following new Rule is added:
	“If any Shares which are subject to an Option cease to satisfy paragraphs 16 to 20 of Schedule 4 to ITEPA and the Directors notify the Inland Revenue that they wish the Approved Plan to be disapproved then the definition of “Shares” in Rule 1.1 is changed automatically to “fully paid ordinary shares in the capital of the Company”.”
3	Disposal restrictions
	The exception to Rule 2.7 set out in Rule 2.7.2 does not apply.
4	Option Price

4.1	The following rule replaces Rule 3.1.1:
“3.1.1	not less than the Market Value of a Share on the Date of Grant or such other date as the Inland Revenue may agree; and”

4.2	The following rule replaces Rule 3.2:
	“3.2 Market value

“Market Value” on any particular day means:

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3.2.1	where Shares of the same class are not admitted to the Official List of the UK Listing Authority, the market value of a share calculated as described in Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with the Shares Valuation Division of the Inland Revenue; and
3.2.2	where Shares of the same class are so listed and traded on the London Stock Exchange:
(i)	their middle market quotation on the immediately preceding Business Day; or
(ii)	the average of the middle market quotation on the 3 immediately preceding Business Days;
(iii)	or such other price as may be agreed in advance with the Shares Valuation Division of the Inland Revenue.
The middle market quotation is taken from the Daily Official List of the London Stock Exchange.”

5	Revenue limit
	The following new Rule is added:
	“The Directors must not grant an Option to an Eligible Employee which would cause the aggregate market value of:

(i)	the Shares subject to that Option; and
(ii)	the Shares which he may acquire on exercising his Options under the Approved Plan; and
(iii)	the shares which he may acquire on exercising his options under any other Inland Revenue approved discretionary scheme established by the Company or by any of its associated companies (as defined in paragraph 35 of Schedule 4 to ITEPA)

to exceed the amount permitted under paragraph 6(1) of Schedule 4 to ITEPA (currently £30,000). For the purposes of this paragraph, market value is calculated as at the date of grant of the options as described in the relevant plan rules.”

6	Adjustment of Options
	The following rule replaces Rule 6.1:
	“6.1 Adjustment of Options

If there is a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital:

6.1.1	the number of Shares comprised in each Option; and
6.1.2	the Option Price

may be adjusted in any way (including retrospective amendments) that the Directors consider appropriate. However, no adjustment of Options may be made under this Rule 6 without and to the extent of the prior approval of the Inland Revenue.”

7	Material interest
	The following new Rule is added:

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“An Optionholder may not exercise an Option while he is excluded from participation in the Approved Plan under paragraph 9 of Schedule 4 to ITEPA (material interest provisions).”

8	Death
8.1	The following rule replaces Rule 8.2:

8.2 “Death

If an Optionholder dies, his Options may be exercised, irrespective of the satisfaction of any Condition, by his personal representatives up to one year from his death. To the extent that any Option exercisable under this Rule 8.2 is not so exercised, it will lapse.”

9	Exercise and lapse — exceptions to the general rule
9.1	Cessation of Employment
	For the purposes of paragraph 35A of Schedule 4 of ITEPA, the retirement age specified in the Plan is 55.
9.2	Directors’ discretion
	The following new rule is added:
	“8.14 Directors’ discretion

The Directors will exercise all discretions under Rules 7 and 8 fairly and reasonably.”

10	Exchange of Options
10.1	The following rule replaces Rule 9:
	“9 Exchange of Options
	9.1 Application

 This Rule applies if a company:

9.1.1 obtains Control of the Company as a result of making a general offer to acquire:

(i)	the whole of the issued ordinary share capital of the Company (other than that which is already owned by it and its subsidiary or holding company) made on a condition such that, if satisfied, the Acquiring Company will have Control of the Company; or
(ii)	all the Shares (or those Shares not already owned by the Acquiring Company or its subsidiary or holding company); or

9.1.2	obtains Control of the Company under a compromise or arrangement sanctioned by the court under Section 425 of the Companies Act 1985; or
9.1.3	becomes bound or entitled to acquire Shares under Sections 428 to 430F of the Companies Act 1985.
9.2	Exchange

If this Rule 9 applies, Options may be exchanged within the period referred to in paragraph 26(3) of Schedule 4 to ITEPA and with the agreement of the company offering the exchange.

9.3 Exchange terms

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Where an Option is to be exchanged the Optionholder will be granted a new option to replace it.

Where an Optionholder is granted a new option then:

9.3.1	the new Option will be in respect of shares in any body corporate determined by the company offering the exchange as long as they satisfy the conditions of paragraph 27(4) of Schedule 4 to ITEPA;
9.3.2	the new option will be equivalent to the Option that was exchanged;
9.3.3	the new option will be treated as having been acquired at the same time as the Option that was exchanged and will be exercisable in the same manner and at the same time;
9.3.4	the new option will be subject to the Rules as they last had effect in relation to the Option that was exchanged except that, unless the Directors (as defined in Rule 8.7) decide otherwise, the Condition will not apply; and
9.3.5	with effect from exchange, the Rules will be construed in relation to the new option as if references to Shares are references to the shares over which the new option is granted and references to the Company are references to the body corporate determined under Rule 9.3.1.”

11	Cash alternative
	Rule 10.10 is deleted.
12	Changing the Plan
	The following new Rule is added:
	“The Directors can change the Approved Plan and need not obtain the approval of the Company in general meeting for any minor changes which are necessary or desirable in order to maintain Inland Revenue approval of the Approved Plan under Schedule 4 to ITEPA or any other enactment.”
13	Revenue approval
	The following new Rule is added:
	“If the approved status of the Approved Plan is to be maintained, any change to a key feature of the Plan after it has been approved under Schedule 4 to ITEPA will take effect from the later of:

(i)	the date that the change is approved by the Inland Revenue; and
(ii)	the date the Directors resolve to approve the amendment.

If the approved status of the Plan is not to be maintained, the Directors must inform the Inland Revenue.

A “key feature” is any provision necessary to meet the requirement of Schedule 4 of ITEPA.”

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EX-4.3

Exhibit 4.3

RULES OF THE NEW INTERCONTINENTAL HOTELS GROUP

PERFORMANCE RESTRICTED SHARE PLAN

Shareholders’ Approval:	15 June 2005
Directors’ Adoption:	15 June 2005
Expiry	15 June 2015

Linklaters

One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222

Ref Anne Croft

Rules of the New InterContinental Hotels Group Performance Restricted Share
Plan

1	Meaning of Words Used
1.1	“Annual Salary” means basic annual salary excluding all payments additional to basic salary (for example mortgage support allowance, expatriate allowance etc.);
	“Award” means a Conditional Award, an Option or a conditional award of cash under Rule 3.
	“Award Date” means the date the Committee makes the determination under Rule 3.2.
	“Committee” means the Board of Directors of the Company or a duly authorised committee.
	“Company” means New InterContinental Hotels Group PLC (with registered number 5134420).
	“Conditional Award” means a conditional award of Shares.
	“Employee” means, except for the purposes of Rule 11, any employee or executive director or former employee or former executive director of any Group Company.
	“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.

“Lapse Date” is defined in Rule 9.4.

“Option” means a right to acquire Shares at the Option Price.

“Option Plan” means the New InterContinental Hotels Group Executive Share Option Plan as amended from time to time.

“Option Price” means the amount payable for the Shares comprised in an Option, which will be £1, 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 condition specified in relation to an Award.

“Performance Period” means the period specified for which the Performance Condition is to be satisfied.

“Plan” means the New InterContinental Hotels Group Performance Restricted Share Plan constituted by this document as amended from time to time.

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	“Reconstruction or Takeover” means any takeover, merger or internal reconstruction, however effected, including a reverse takeover, partial offer, reorganisation or scheme of arrangement sanctioned by the court.
	“Rules” means these rules as amended from time to time.
	“STDIP” means the New InterContinental Hotels Group Short Term Deferred Incentive Plan as amended from time to time.
	“SIPs” means the New InterContinental Hotels Group Share Incentive Plan and the Britvic Share Incentive Plan as amended from time to time.
	“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 736 of the Companies Act 1985.
	“Vested Shares” means in relation to a Conditional Award, the number of Shares to be transferred to a Participant, and in relation to an Option, the number of Shares which may be acquired by a Participant on the exercise of the Option, as determined under Rule 7.1; and “Vest” shall be construed accordingly.
	“Vesting Date” is defined in Rule 3.5.
1.2	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 either gender include both genders.
1.3	Headings may be ignored in construing the Rules.
2	Operation of the Plan
	The Plan shall be operated and administered by the Company in accordance with the directions of the Committee.
3	Awards
3.1	The Committee may select any one or more Employees for participation in the Plan and grant Awards to them at any time before 15 June 2015.
3.2	When the Committee grants an Award it shall determine the terms of the Award in its absolute discretion, including:

3.2.1	whether the Award is an Option, a Conditional Award or cash;
3.2.2	the Performance Period;
3.2.3	the Performance Condition;
3.2.4	the maximum number of Shares subject to the Award;
3.2.5	the Vesting Date;
3.2.6	if the Award is an Option, the Option Price.

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3.3	The Company shall send an award certificate to the Participant specifying the terms of the Award determined under Rule 3.2.
3.4	Subject to Rules 3.5 and 3.6, “Vesting Date” means the business day after the announcement of the Company’s results for the last financial year of the Performance Period.
3.5	The Company may decide in exceptional circumstances that the Vesting Date will be a date within seven days of the announcement of the Company’s results for the last financial year of the Performance Period.
3.6	In the event that the acquisition or disposal of Shares is not permitted by law or by any restrictions imposed pursuant to the provisions of any dealing restrictions imposed by the authorities in any relevant jurisdiction, the Vesting Date will be deferred until the ending of such restrictions unless the Company decides otherwise.
4	Individual Limits
4.1	The conditions in Rules 4.2 and 4.3 must both be satisfied.
4.2	Subject to Rules 4.5 and 4.6, 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:

(i)	in the case of an Employee who is a director of the Company, 3 times his Annual Salary as at the Award Date; and
(ii)	in the case of any other Employee, 4 times his Annual Salary as at the Award Date.

4.3 Subject to Rules 4.5 and 4.6 in any financial year no Employee shall be made a Award which would at the proposed Award Date cause the aggregate of:

(i)	20% of the market value of the Shares over which an option is granted under the Option Plan; and
(ii)	33% of the market value of the Shares or amount of cash over which an Award is made under the Plan

	to exceed 130% of the Employee’s Annual Salary as at the Award Date.
4.4	For the purpose of Rule 4.3 the market value of a Share shall be calculated as follows:

(i)	in respect of options granted under the Option Plan, the market value shall be the option price of the relevant Shares on the date when each option was granted; and
(ii)	in respect of Awards under the Plan, the market value shall be the middle market quotation on the Business Day immediately preceding the Award Date.

4.5	The limits in this Rule 4 may be exceeded if the Directors determine that exceptional circumstances make it desirable that Awards should be granted in excess of those limits.
4.6	No account shall be taken of options under the Option Plan or Awards which have been released or have lapsed without being exercised.
5	Plan Limits
5.1	10 per cent. 10 year limit

3

	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 any 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 plan operated by the Company.
5.3	1.5 per cent. 1 year limit
	The number of Shares which may be allocated under the Plan on any day must not exceed 1.5 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 12 months under the Plan, the STDIP and the Option Plan.
5.4	Exclusions
	Where the right to acquire Shares is released or lapses without being exercised, the Shares concerned are ignored when calculating the limits in this Rule 5.

5.4.1 When calculating the limits in Rules 5.1, 5.2 and 5.3, Shares awarded as partnership shares under the SIPs are also ignored.

5.5	Meaning of allocate
	“Allocate” means granting an option or other right to acquire unissued Shares, or if there is no such grant, the issue and allotment of Shares, and except in the case of the limit in 5.3 includes grants in exchange for rights granted by InterContinental Hotels Group PLC (with registered number 4551528).
6	Ceasing to be an Employee prior to the Vesting Date
6.1	If a Participant dies before the Vesting Date, the Company will as soon as practicable determine the number of Vested Shares relating to his Awards, taking account of the proportion of the Performance Period that has elapsed, and the extent to which the Performance Condition has been satisfied. The Company will procure the transfer of the number of Vested Shares in a Conditional Award or pay cash to the Participant’s personal representatives. An Option 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.
6.2	If a Participant’s office or employment with any Group Company terminates before the Vesting Date for any of the reasons specified in (i) to (vii) below, the number of Vested Shares relating to his Awards shall be the number determined under Rule 7 after the end of the Performance Period, reduced, if the Participant’s notice period or severance period ended before the end of the Performance Period, to reflect the proportion of the Performance Period that had elapsed on the date the Participant’s contractual notice period or severance period ended (whether or not this has been paid in lieu). The reasons are:

4

(i)	ill-health, injury, disability;
(ii)	redundancy;
(iii)	retirement in accordance with the terms of a Participant’s contract of employment;
(iv)	early retirement by agreement with the Participant’s employer;
(v)	the Participant’s employing company being transferred to a person which is not a Group Company;
(vi)	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
(vii)	any other reason determined by the Company.

	The Company will procure the transfer of the Vested Shares in a Conditional Award or pay cash to the Participant on the Vesting Date. 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.
6.3	If a Participant’s office or employment with any Group Company terminates before the Vesting Date for any reason not included in Rule 6.2, he shall cease to be a Participant in the Plan and shall not be eligible to receive any Shares or cash in respect of his Awards unless the Company decides otherwise within a reasonable time of the termination. 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.
6.4	For the purposes of Rule 6, a Participant’s office or employment with a Group Company will not be treated as having terminated until the Participant ceases to be employed by any Group Company and his contractual notice period or severance period has expired (whether or not this has been paid in lieu).
6.5	In the event of a Reconstruction or Takeover before the Vesting Date, the Company will as soon as practicable determine the number of Vested Shares or cash 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 Company will procure the immediate transfer to each Participant of the Vested Shares in a Conditional Award or payment of the cash so determined. An Option may be exercised by the Participant over the number of Vested Shares in the period of six months from the date of the Reconstruction or Takeover, and will lapse if it has not been exercised. However, 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 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.
6.6	The Committee has discretion to take such action as it may think appropriate if other events happen which may have an effect on Awards.

5

7	Determination of Awards
7.1	As soon as reasonably practicable after the end of the Performance Period, there shall be calculated:

7.1.1	the extent to which the Performance Condition specified in the invitation has been satisfied; and
7.1.2	the number of Shares which Vest in respect of each Award, or the amount of cash to be awarded to each Participant.

7.2 In the case of an Option:

7.2.1	the Company will notify the Participant of the number of Vested Shares; and
7.2.2	the balance of the Option lapses forthwith.

8	Vesting of Conditional Awards
8.1	The Company shall transfer or procure the transfer of the Vested Shares or cash to each Participant on the Vesting Date, subject to Rule 10.4.
8.2	Each relevant Group Company will reimburse the Company for any costs incurred in connection with Conditional Awards to Participants who are employed by it.
8.3	The Company will notify each Participant of the number of Vested Shares transferred to him in respect of his Conditional Award and the amount of any tax and social security contributions withheld under Rule 10.4.
9	Exercise of Options
9.1	Except as otherwise provided in Rule 6, a Participant may exercise an Option to the extent that it has Vested at any time from the Vesting Date until the Lapse Date.
9.2	In order to exercise an Option, the Participant must deliver to the Company a notice of exercise in the prescribed form together with payment of the Option Price. The date on which these are received by the Company is the Option exercise date.
9.3	Subject to Rule 10.4, as soon as practicable following the Option exercise date, the Company will procure the transfer of the appropriate number of Shares to the participant.
9.4	The Lapse Date in relation to an Option is the earliest of the following dates:

9.4.1	the second anniversary of the Vesting Date;
9.4.2	subject to Rule 6, the date on which the Participant’s employment with any Group Company ends;
9.4.3	any date specified in Rule 6.

10	General
10.1	Any notice or other document given to any Employee or Participant pursuant to the Plan shall be delivered to him or sent by post to him at his home address according to the records of his employing company or such other address as may appear to the Company to be appropriate. Notices or other documents sent by post shall be deemed to have been given 5 days following the date of posting.

6

10.2	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.
10.3	The costs of introducing, operating and administering the Plan shall be borne by the Company and the relevant Group Companies.
10.4	The Company, any relevant Group Company and/or any relevant trustee may withhold any amounts or make such arrangements as are necessary to meet any liability to taxation and social security contributions in respect of the Shares 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.
10.5	The Company 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.
11	Terms of Employment
11.1	For the purposes of this Rule 11, “Employee” means any Participant, any Employee (within the meaning of Rule 1) or any other person.
11.2	This Rule 11 applies:

11.2.1	whether the Company has full discretion in the operation of the Plan, or whether the Company could be regarded as being subject to any obligations in the operation of the Plan;
11.2.2	during an Employee’s employment or employment relationship; and
11.2.3	after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

11.3	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.
11.4	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.
11.5	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.
11.6	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 employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule 11.

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

11.7.1	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);
11.7.2	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;
11.7.3	the operation, suspension, termination or amendment of the Plan.

11.8	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 11. 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.
11.9	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.
11.10	Each of the provisions of this Rule 11 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.
12	Personal Data
12.1	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. These include, but are not limited to:

12.1.1	administering and maintaining Participant records;
12.1.2	providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
12.1.3	providing information to future purchasers of the Company or the business in which the Participant works;
12.1.4	transferring information about the Participant to a country or territory outside the European Economic Area.

13	Changes to and termination of the Plan
13.1	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.
13.2	No amendment shall be made 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.

8

13.3	The Committee may amend, vary or add to the provisions of the Plan as it considers necessary or desirable to take account of relevant overseas taxation, securities or exchange control laws, provided that the benefits granted to such Participants are not overall more favourable than the benefits granted to other Participants.
13.4	Except as provided in Rule 13.5, 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:

13.4.1	the persons to or for whom Awards may be made;
13.4.2	the limitations on the number of Shares which may be allocated under the Plan;
13.4.3	the individual limits under Rule 4;
13.4.4	any rights attaching to Conditional Awards, Options, Awards or Shares;
13.4.5	the terms of this Rule 13.4.

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

13.5.1	to benefit the administration of the Plan;
13.5.2	to comply with or take account of the provisions of any proposed or existing legislation;
13.5.3	to take account of any changes to legislation; or
13.5.4	to obtain or maintain favourable tax, exchange control or regulatory treatment of any Group Company or any present or future Participant.

13.6	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 743 of the Companies Act 1985.
13.7	The Committee shall have discretion to terminate the Plan at any time, without prejudice to subsisting Awards.
14	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-4.4

Exhibit 4.4

NEW INTERCONTINENTAL HOTELS GROUP

SHORT TERM DEFERRED INCENTIVE PLAN

Shareholders’ Approval:	15 June 2005
Directors’ Adoption:	15 June 2005
Expiry:	15 June 2015

Linklaters

One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222

Ref Anne Croft

THE NEW INTERCONTINENTAL HOTELS GROUP
SHORT TERM DEFERRED INCENTIVE PLAN

1 Meanings of words used

1.1 In these Rules:

“Bonus Award” means an award of cash or Bonus Shares made to a Participant in accordance with the Plan;

“Bonus Shares” means the Shares comprised in a Bonus Award, which may be in the form of a Conditional Award or a Forfeitable Award;

“Committee” means the Board of Directors of the Company or a duly authorised committee;

“Company” means New InterContinental Hotels Group PLC (with registered number 5134420);

“Conditional Award” means an award of Bonus Shares within Rule 4.3.1;

“Forfeitable Award” means an award of Bonus Shares within Rule 4.3.2;

“Forfeitable Share Agreement” means the agreement setting out the terms of a Forfeitable Award as required by Rule 4.3;

“Group Company” means the Company, any company which is a subsidiary of the Company within the meaning of Section 736 of the Companies Act 1985 and any other company which is associated with the Company and is so designated by the Committee;

“Matching Shares” means additional Shares specified in a Participant’s notification under Rule 2.7 and awarded under Rule 4.4;

“Option Plan” means the New InterContinental Hotels Group Executive Share Option Plan, as amended from time to time;

“Participant” means a person who has been selected to participate in the Plan under Rule 2.2;

“Performance Target” means any target specified for a financial year in relation to a Bonus Award;

“Plan” means this plan known as “The New InterContinental Hotels Group Short Term Deferred Incentive Plan” in its present form and as from time to time altered in accordance with the Rules;

“PRSP” means the New InterContinental Hotels Group Performance Restricted Share Plan as amended from time to time;

“Reconstruction or Takeover” means any takeover, merger or internal reconstruction, however effected, including a reverse takeover, partial offer, reorganisation or scheme of arrangement sanctioned by the court;

“Release Date” in relation to any Bonus Shares subject to a Forfeitable Award, the date on which the Participant is entitled to them free of any restrictions, and in relation to any Matching Shares and any Bonus Shares subject to a Conditional Award, means the date

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on which the Participant becomes entitled to receive them under Rule 8, as specified in the notification to the Participant under Rule 2.7 and the making of Awards under Rule 4, but in all cases subject to any delay under Rule 8.2 and subject to any advancement under any other provision of the Rules

“Rules” means these rules as amended from time to time;

“Salary” in relation to a Bonus Award 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);

“Shares” means fully paid ordinary shares in the capital of the Company, and includes any shares representing them following a Reconstruction or Takeover;

“SIPs” means the New InterContinental Hotels Group Share Incentive Plan and the Britvic Share Incentive Plan as amended from time to time;

1.2	Where the context admits or requires the singular includes the plural and the masculine includes the feminine and vice versa; references to any statutory provision include any modification or re-enactment.
1.3	Headings will be ignored in construing the Rules.
2	Operation of the Plan
2.1	Timing of Operation: The Committee may decide at any time and at its discretion when the Plan shall be operated.
2.2	Selection of Participants: In relation to any operation of the Plan the Committee may select any employees or executive directors of any Group Company to be Participants in the Plan. The Committee will grant conditional Bonus Awards to the Participants it selects to participate in the Plan. The Committee has the right to withdraw a Participant from the Plan at any time if it considers that the Participant’s failure or inability to contribute to the management team effort warrant this, for example if:

2.2.1	the participant’s personal performance is formally appraised as unsatisfactory
2.2.2	the participant is subject to disciplinary action
2.2.3	the participant is absent from work due to prolonged illness and is unable to contribute to team performance.

2.3	Performance Target: any Performance Target must relate to a period which is no longer than one financial year.
2.4	Basis of Calculation of Bonus Awards: Bonus Awards to be made on achievement of the Performance Target shall be calculated as a specified percentage of Salary. A Bonus Award will not exceed 100% of Salary.
2.5	Nature of Bonus Awards: Bonus Awards may take the form of cash or Bonus Shares, or a combination of cash and Bonus Shares, as the Committee may determine. A Bonus Award of Bonus Shares may take the form of a Conditional Award or a Forfeitable Award and shall be deferred until the Release Date determined by the Committee. The Committee may also determine that a specified ratio of Matching Shares shall be awarded on the Release Date. The Committee may determine that there shall be more than one Release Date in

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respect of a Bonus Award. The ratio of Matching Shares to Bonus Shares comprised in a Bonus Award shall not exceed one Matching Share to two Bonus Shares.

2.6	Participant’s preference: The Committee may consult with any Participant before determining the type of Bonus Award to be made, but shall not be bound by any views expressed by the Participant.
2.7	Notification of Participants: Participants shall be notified, in writing, that they have been selected for participation in the Plan. The notice shall include details of any Performance Target, the date of grant of the conditional Bonus Award, the percentage of Salary, the nature of the Bonus Award, the Release Date and, if relevant, the ratio of Matching Shares.
2.8	Variation: Subject to Rule 10.2, the Committee may, at any time after giving notice of participation, vary its terms as regards the operation of the Plan generally or in respect of any Participant and specify any other terms applicable to the operation of the Plan.
3	Starters, leavers and Reconstructions and Takeovers
3.1	The Committee may permit an employee to join the Plan part way through a financial year, on the basis that the Bonus Award is either payable for the full year or pro-rated from the date of entry, at its discretion. The Participant shall be notified of the terms of participation accordingly.
3.2	If a Participant’s employment with any Group Company terminates during the financial year by reason of ill-health, injury, disability, retirement, redundancy, death or as a result of the sale of the business or company by which he is employed, or in the event of a Reconstruction or Takeover during the financial year, his Bonus Award may be pro-rated to the date of termination or the date of Reconstruction or Takeover, or such later date as the Committee may determine, and may at the Committee’s discretion be made in cash rather than in Shares.
3.3	If a Participant’s employment with any Group Company terminates during the financial year for any reason other than those listed in Rule 3.2, he shall not receive any Bonus Award unless the Committee decides otherwise.
3.4	For the purposes of Rule 3 and Rule 7, 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.
4	Making of Bonus Awards
4.1	Calculation of Bonus Award: As soon as practicable after the end of the financial year, the Performance Target (if any) shall be evaluated, and the amount of each Participant’s Bonus Award shall be calculated.
4.2	Bonus Awards in Cash: Bonus Awards payable in cash shall be paid as soon as practicable by the Company or, where relevant the Group Company employing the Participant.
4.3	Bonus Awards in Shares: in respect of each Bonus Award in Shares, the Company shall determine whether to make it in the form of a Conditional Award or a Forfeitable Award, and shall grant such award to the relevant Participant over the relevant number of Shares as specified in 4.3.1 and 4.3.2 below. The relevant number of Shares will be calculated by reference to the average of the middle market quotation of a Share for the three business

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days following the announcement of the Company’s results for the relevant financial year or such other days as the Company may determine. The middle market quotation is taken from the Daily Official List of the London Stock Exchange.

4.3.1

Conditional Award: the Participant is entitled to receive the relevant number of Shares on the Release Date, together with a cash payment equal to the net dividends paid on the Shares between the date of the Bonus Award and the Release Date (less tax), provided he remains an employee of a Group Company until the Release Date.

4.3.2

Forfeitable Award: the relevant number of Shares is transferred to the Participant or his nominee for his absolute benefit but on terms that he may forfeit them if he ceases to be an employee of a Group Company before the Release Date, and on any other terms contained in the Forfeitable Share Agreement. The Participant must sign the Forfeitable Share Agreement within a specified time, and failure to do so will result in the forfeiture of the Shares, unless the Company decides otherwise.

4.4	Matching Shares; If specified in the Participant’s notification under Rule 2.7, the Company shall at the same time as making the Bonus Award in Shares, also grant to the relevant Participant the right to receive the relevant number of Matching Shares on the Release Date, conditional on the Participant remaining an employee of a Group Company until the Release Date.
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 any 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 employee share plans operated by the Company.

5.3 1.5 per cent. 1 year limit

The number of Shares which may be allocated under the Plan on any day must not exceed 1.5 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 12 months under the Plan, the Option Plan and the PRSP.

5.4 Exclusions

5.4.1 Where a right to acquire Shares is released or lapses without being exercised, the Shares concerned are ignored when calculating the limits in this Rule 5. When calculating the limits in Rules 5.1, 5.2 and 5.3 Shares awarded as partnership shares under the SIPs are also ignored.

5.5 Meaning of allocate

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“Allocate” means granting an option or other right to acquire unissued Shares, or if there is no such grant, the issue and allotment of Shares, and except in the case of the limit in 5.3 includes grants in exchange for rights granted by InterContinental Hotels Group PLC (with registered number 4551528).

6	Participant’s Rights before the Release Date
6.1	Shareholder rights: Before the Release Date the Participant has:

6.1.1	all shareholder rights in respect of Bonus Shares which are subject to a Forfeitable Award, and
6.1.2	no shareholder rights in respect of any Bonus Shares which are subject to a Conditional Award or in respect of any Matching Shares.

6.2	Variation of share capital etc: The Committee may vary the number of Shares comprised in a Conditional Award (including any Matching Shares) to take account of any variation of the share capital of the Company, or any special dividend or other transaction which might adversely affect the value of the Shares, to ensure that the Participant is not disadvantaged.
6.3	Reconstruction or Takeover: In the event of a Reconstruction or Takeover, the Committee may determine that the Release Date for the Shares comprised in a Bonus Award (including any Matching Shares), or cash of equivalent value, should be advanced to the effective date of such event, or to such other date as the Committee may think appropriate. However, 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 determine that the Participant’s right to the Shares comprised in a Bonus Award (including any Matching Shares) should be replaced by a right to the appropriate number of shares in that other company or companies.
6.4	Other events: The Committee has discretion to take such action as it may think appropriate if other events happen which may have an effect on Bonus Awards.
7	Termination of employment before the Release Date
7.1	Ill-health, disability, etc.: If the Participant’s employment with a Group Company is terminated before the Release Date by reason of ill-health, injury, disability, retirement, redundancy, death or as a result of the sale of the business or company which he is employed, the Release Date for some or all of the Shares comprised in his Bonus Award, including any Matching Shares, may, at the discretion of the Committee, be advanced to the date of termination, or such other date as the Committee may consider appropriate. If the Committee does not so determine, the Release Date remains unchanged.
7.2	Reconstruction or Takeover: If the Participant’s employment with a Group Company is terminated in connection with a Reconstruction or Takeover before the Release Date, the Release Date in respect of all the Shares comprised in his Bonus Award, including any Matching Shares, is advanced to the date of termination of employment.
7.3	Other terminations: If the Participant ceases to be in the employment of any Group Company before the Release Date for any other reason, all Shares subject to Forfeitable Awards are forfeited, and his right to receive Shares on the Release Date is lost, unless the Committee decides otherwise.

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8	Release Date
8.1	Subject to Rule 7 and Rule 8.2, the Participant is entitled to receive the Shares comprised in his Conditional Award and any award of Matching Shares on the Release Date. However, the Company may decide to satisfy any Conditional Award and any award of Matching Shares by paying an equivalent amount in cash, if it considers in its discretion that this would be appropriate.
8.2	In the event that the acquisition or disposal of Shares is not permitted by law or by any restrictions imposed pursuant to the provisions of any dealing restrictions imposed by the authorities in any relevant jurisdiction, the Release Date will be deferred until after the ending of such restrictions unless the Committee decides otherwise.
9	General
9.1	Notices: Any notice or other document given to any Participant pursuant to the Plan shall be delivered to him or sent by post to him at his home address according to the records of his employing company or such other address as may appear to the Committee to be appropriate. Notices or other documents sent by post shall be deemed to have been given 5 days following the date of posting.
9.2	Documents sent to Shareholders: The Company is not obliged to send to Participants copies of any documents or notices sent to the holders of its Shares.
9.3	Reimbursement: Each relevant Group Company shall reimburse the Company for any costs incurred in connection with the Bonus Awards to Participants who are employed by them.
9.4	Withholding: The Company, and any relevant Group Company may withhold any amounts or make such arrangements, including the sale of any Shares on behalf of a Participant as are necessary to meet any liability to taxation or social security contributions in respect of any Bonus Award (including any Matching Shares).
9.5	Committee’s decisions final and binding: The decision of the Committee in connection with any interpretation of the Plan Rules or in any dispute relating to any matter relating to the Plan shall be final and conclusive.
9.6	Costs: The costs of introducing and administering the Plan will be borne by the Company.
9.7	Regulations: The Committee will have power from time to time to make or vary regulations for the administration and operation of the Plan provided that the same are not inconsistent with these Rules.
9.8	Terms of employment:

9.8.1	For the purposes of this Rule 9.8, “Employee” means any Participant, or any other person.
9.8.2	This Rule 9.8 applies:

(i)	whether the Company has full discretion in the operation of the Plan, or whether the Company could be regarded as being subject to any obligations in the operation of the Plan;
(ii)	during an Employee’s employment or employment relationship; and

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(iii) after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

9.8.3	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.
9.8.4	The grant of Bonus Awards and Matching Shares on a particular basis in any year does not create any right to or expectation of the grant of Bonus Awards and Matching Shares on the same basis, or at all, in any future year.
9.8.5	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.
9.8.6	Without prejudice to an Employee’s right to receive the Bonus Shares comprised in an Award and any Matching Shares 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 Bonus Award and any Matching Shares. Any and all discretions, decisions or omissions relating to the Bonus Award or Matching Shares 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 employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule 9.8.
9.8.7	No Employee has any right to compensation for any loss in relation to the Plan, including:

(i)	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);
(ii)	any exercise of a discretion or a decision taken in relation to a Bonus Award or Matching Shares or to the Plan, or any failure to exercise a discretion or take a decision;
(iii)	the operation, suspension, termination or amendment of the Plan.

9.8.8

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 9.8. 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 Bonus Award or Matching Shares under the Plan.

9.8.9

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.

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9.8.10 Each of the provisions of this Rule 9.8 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.

9.9 Data protection: 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. These include, but are not limited to:

9.9.1	administering and maintaining Participant records;
9.9.2	providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
9.9.3	providing information to future purchasers of the Company or the business in which the Participant works;
9.9.4	transferring information about the Participant to a country or territory outside the European Economic Area.

10	Amendments and Termination
10.1	Committee’s powers of amendment: Subject to the following provisions of this rule, the Committee may in its discretion waive, amend or add to the Rules as it thinks fit.
10.2	Participants’ Consent: No amendment shall be made which would have the effect of abrogating or altering adversely in any material respect any of the subsisting rights of Participants in relation to Shares comprised in a Bonus Award, except with the consent of the majority of the Participants affected by the proposed amendment.
10.3	Participants who move overseas: Notwithstanding any other provision of the Plan the Committee may amend, vary or add to the provisions of the Plan as it considers necessary or desirable to take account of, or to mitigate, or to comply with relevant overseas taxation, securities or exchange control laws, provided that the benefits granted to such Participants are not overall more favourable than the benefits granted to other Participants.
10.4	Notice: As soon as reasonably practicable after making any alteration to the Plan, the Committee will give written notice to any Participant materially affected by the alteration.
10.5	Termination of the Plan: The Committee may terminate the Plan at any time.
11	Governing Law
11.1	The Plan is governed by English law and if there is any conflict of laws English law will prevail. All Group Companies and all Participants shall submit to the jurisdiction of the English Courts as regards any matter arising under the Plan.

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EX-4.5

Exhibit 4.5

Dated 15 June 2005

NEW INTERCONTINENTAL HOTELS GROUP

US EMPLOYEE STOCK PURCHASE PLAN

Linklaters

1345 Avenue of the Americas
19th Floor
New York, NY 10105

Telephone (1) 212 424 9000
Facsimile (1) 212 424 9100

Ref Anne Croft

NEW INTERCONTINENTAL HOTELS GROUP
US Employee Stock Purchase Plan

The following constitute the provisions of the US Employee Stock Purchase Plan of New InterContinental Hotels Group PLC, registered number 5134420.

1	Purpose
	The purpose of the Plan is to provide an opportunity for employees of Designated Subsidiaries of the Company with an opportunity to purchase ADSs, each representing Ordinary Shares of New InterContinental Hotels Group PLC, through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.
2	Definitions
	“ADSs” shall mean American Depositary Shares, each of which represents one Ordinary Share deposited with the Depositary or such other number of Ordinary Shares or other securities of the Company as may be represented by such ADSs from time to time. The ADSs are evidenced by American depositary receipts.
	“Board” shall mean the Board of Directors of the Company.
	“Code” shall mean the Internal Revenue Code of 1986, as amended.
	“Committee” shall mean a committee made up of members of the Board, as described in Section 15.
	“Company” shall mean NewInterContinental Hotels Group PLC, a public limited company organized under the laws of England and Wales with registered number 5134420.
	“Compensation” shall mean wages, as defined in Code Section 3401(a), determined without regard to any rules that limit compensation included in wages based on the nature or location of the employment or services performed, and all other payments made for such period for services as an Employee for which the Designated Subsidiary is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3) and 6052 (commonly referred to as W-2 earnings), but excluding reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation, and welfare benefits. In addition to the foregoing, Compensation includes any amount that would have been included in the foregoing description, but for the Employee’s election to defer payment of such amount under Code Section 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b) and certain contributions described in Code Section 414(h)(2) that are picked up by the employing unit and treated as employer contributions. The Board shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a perspective basis.
	“Depositary” shall mean The Bank of New York as depositary pursuant to the deposit agreement among the Depositary, the Company and all owners and beneficial owners from time to time of American depositary receipts issued thereunder.

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“Designated Subsidiary” shall mean any Subsidiary organized under the laws of any state or territory of the United States, which has been designated by the Board from time to time as eligible to participate in the Plan.

“Employee” shall mean any individual who is an employee of a Designated Subsidiary for tax purposes, who has been employed by a Designated Subsidiary for at least two years (or such lesser periods and hours determined by the Board) and whose customary employment with a Designated Subsidiary is at least twenty hours per week and more than five months in any calendar year (or such lesser periods and hours determined by the Board), except that for purposes of Section 26, “Employee” shall have the meaning described in Section 26.1. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by his or her employer. Where the period of leave exceeds ninety days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the ninety-first day of such leave.

“Enrollment Date” shall mean the first day of each Offering Period.

“Exercise Date” shall mean the last Trading Day of each Offering Period.

“Fair Market Value” shall mean, with respect to ADSs, the closing sale price of ADSs on the New York Stock Exchange on the date that their value is determined, if that date is a Trading Day, or if that date is not a Trading Day, or if no sales were reported on that date, the closing sale price on the last Trading Day prior thereto on which a sale was made, as reported in The Wall Street Journal or any other source that the Board deems reliable.

“Offering Periods” shall mean the periods of approximately twenty-seven months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1 and November 1 of each year and terminating on the last Trading Day in the periods ending twenty-seven months later; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after May 1, 2003, and shall end on the last Trading Day on or before August 30, 2005. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan.

“Ordinary Shares” shall mean the ordinary shares, nominal value £1 each, of the Company.

“Participant” means an Employee that has elected to participate in the Plan by filing a subscription agreement in the form attached hereto as Exhibit A.

“Plan” shall mean this New InterContinental Hotels Group US Employee Stock Purchase Plan, as amended.

“Purchase Period” shall mean the approximately six month period commencing after one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Enrollment Date and end with the next Exercise Date; provided, however, that the first Purchase Period under the Plan shall commence with the first Trading Day on or after May 1, 2003, and shall end on the last Trading Day on or before August 30, 2005.

“Purchase Price” shall mean 85% of the Fair Market Value of an ADS on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that, in the event (i) the Company’s shareholders approve an increase in the number of Ordinary Shares available for issuance under the Plan, (ii) all or a portion of such additional Ordinary Shares are to be issued with respect to one or more Offering Periods that are underway at the time of such

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	shareholder approval (“New Shares”), and (iii) the Fair Market Value of an ADSs on the date of such approval (the “Authorization Date FMV”) is higher than the Fair Market Value on the Enrollment Date for any such Offering Period, the Purchase Price with respect to New Shares shall be 85% of the Authorization Date FMV or the Fair Market Value of an ADS on the Exercise Date, whichever is lower.
	“Reserves” shall mean the number of ADSs representing Ordinary Shares covered by each option under the Plan which have not yet been exercised and the number of Ordinary Shares which have been authorized for issuance under the Plan but not yet placed under option.
	“Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or another company of which not less than 50% of the voting shares are held directly or indirectly by the Company, whether or not such corporation now exists or is hereafter organized or acquired.
	“Trading Day” shall mean a day on which the New York Stock Exchange is open for trading.
3	Eligibility

3.1

Any Employee on a given Enrollment Date shall be eligible to participate in the Plan.

3.2

An Employee shall not be granted any option under the Plan (i) to the extent that, immediately after the grant, the Employee (or any other person, the ownership of whose stock would be attributed to the Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to purchase such stock possessing five percent or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all Section 423 employee stock purchase plans of the Company and its Subsidiaries would accrue at a rate which exceeds twenty-five thousand dollars worth of stock (determined at the fair market value of the ADSs at the time the option is granted) for each calendar year in which the option is outstanding at any time.

4	Offering Periods
	The Plan shall be implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1 and November 1 of each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance with Section 21 hereof; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after ?, 2005 and shall end on the last Trading Day on or before ? 2007. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced by the Company and any Designated Subsidiaries at least five days prior to the scheduled beginning of the first Offering Period to be affected by the change.
5	Participation

5.1 An Employee may become a Participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form of Exhibit A to this Plan (or such other form determined by the Board) and filing it with his or her employer’s payroll office at least five days prior to the applicable Enrollment Date.

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5.2 Payroll deductions for a Participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which the authorization is applicable, unless sooner terminated by the Participant as provided in Section 11 hereof.

6 Payroll Deductions

6.1	At the time a Participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding fifteen percent, or such other percentage determined by the Board, of the Compensation which he or she receives on each pay day during the Offering Period.
6.2	All payroll deductions made for a Participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A Participant may not make any additional payments into his or her account.
6.3	A Participant may discontinue his or her participation in the Plan as provided in Section 11 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with his or her employer a new subscription agreement authorizing a change in payroll deduction rate. The Board may, in its discretion, limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five business days after the employer’s receipt of the new subscription agreement unless the employer elects to process a given change in participation more quickly. A Participant’s subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 11 hereof.
6.4	Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3.2 hereof, a Participant’s payroll deductions may be decreased to zero percent at any time during a Purchase Period. Payroll deductions shall recommence at the rate provided in such Participant’s subscription agreement at the beginning of the first Purchase Period which is scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 11 hereof.
6.5	At the time the option is exercised, in whole or in part, or at the time some or all of the ADSs issued under the Plan are disposed of, the Participant must make adequate provision for his or her employer’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the ADSs. At any time, the employer may withhold from the Participant’s Compensation the amount necessary for the Company or relevant employer to meet applicable withholding obligations, including any withholding required to make available to the employer any tax deductions or benefits attributable to sale or early disposition of ADSs by the Participant.

7	Grant of Option
	On the Enrollment Date of an Offering Period, each eligible Employee participating in that Offering Period shall be granted an option to purchase on the Exercise Date for that Offering Period (at the applicable Purchase Price) up to a number of the ADSs determined by dividing such Employee’s payroll deductions accumulated prior to the Exercise Date and

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	retained in the Participant’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Purchase Period more than such number of the ADSs (subject to any adjustment pursuant to Section 20), as the Board may determine from time to time, and provided further that the purchase shall be subject to the limitations set forth in Sections 3.2 and 13 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the Participant has withdrawn pursuant to Section 11 hereof. The option shall expire on the last day of the Offering Period.
8	Exercise of Option
	Unless a Participant withdraws from the Plan as provided in Section 11 hereof, his or her option for the purchase of ADSs shall be exercised automatically on the Exercise Date, and the maximum number of ADSs subject to option shall be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional ADSs shall be purchased; any payroll deductions accumulated in a Participant’s account which are not sufficient to purchase an ADS shall be retained in the Participant’s account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the Participant as provided in Section 11 hereof. Any other monies left over in a Participant’s account after the Exercise Date shall be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase ADSs hereunder is exercisable only by him or her.
9	Purchase of ADSs
	On each Exercise Date, the Participants’ options shall be exercised automatically in full pursuant to Section 8. On such date or as soon thereafter as is practicable, the Company will cause the ADSs so purchased to be issued for or transferred to the account of each Participant and delivered to a registered broker dealer to be held as described in Section 10. In order to cause the ADSs to be so issued or transferred, the Company may, either (i) purchase ADSs from time to time; (ii) purchase Ordinary Shares, from time to time, and deliver them to the Depositary for deposit against the issuance of ADSs; or (iii) issue new Ordinary Shares and deliver them to the Depositary for deposit against the issuance of ADSs. Notwithstanding any other provision in the Plan, the Company or its designee may take any action that it deems necessary or appropriate for the withholding of taxes or social insurance which the Company or a Designated Subsidiary is required by law or regulation of any governmental authority to withhold. The Company shall pay SDRT. Each Participant, however, shall be responsible for payment of all individual tax liabilities arising under the Plan.
10	Delivery
	As promptly as practicable after each Exercise Date on which a purchase of ADSs occurs, the Company or a Designated Subsidiary shall arrange the delivery to each Participant, as appropriate, a broker’s record of the ADSs purchased and held by a broker in an account for that Participant. A Participant may direct that an American depositary receipt be executed and delivered to him, evidencing his or her ADSs purchased upon exercise of his or her option.

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11 Withdrawal

11.1

A Participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the employer in the form of Exhibit B to this Plan (or such other form determined by the Board). All of the Participant’s payroll deductions credited to his or her account shall be paid to the Participant promptly after receipt of notice of withdrawal and the Participant’s option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for the Offering Period. If a Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the Participant delivers to the employer a new subscription agreement.

11.2

A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the Participant withdraws.

12	Termination of Employment
	Upon a Participant’s ceasing to be an Employee for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such Participant’s account during the Offering Period but not yet used to exercise the option shall be returned to the Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 16 hereof, and the Participant’s option shall be automatically terminated. The preceding sentence notwithstanding, a Participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the Participant’s customary number of hours per week of employment during the period in which the Participant is subject to the payment in lieu of notice.
13	Interest
	No interest shall accrue on the payroll deductions of a Participant in the Plan unless the Board determines otherwise.
14	Stock

14.1

Subject to adjustment upon changes in capitalization of the Company as provided in Section 20 hereof, the maximum number of ADSs which shall be made available for sale under the Plan shall be the number of ADSs representing 70,000,000 Ordinary Shares. If, on a given Exercise Date, the number of Ordinary Shares with respect to which options are to be exercised exceeds the number of Ordinary Shares then available under the Plan, the Company shall make a pro rata allocation of the Ordinary Shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.

14.2

The number of ADSs representing Ordinary Shares which may be allocated under the Plan on any day must not exceed 10% of the Ordinary Share capital of the Company in issue immediately before that day, when added to the total number of the Company’s Ordinary Shares which have been allocated in the previous 10 years under the Plan and any other employee share plan operated by the Company.

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	“Allocate” means granting an option or right to acquire unissued Ordinary Shares, or if there is no such grant, the issue and allotment of Ordinary Shares. Where a right to acquire Ordinary Shares is released or lapsed without being exercised, the Ordinary Shares concerned are ignored when calculating the limit in this Rule 14.2. Ordinary Shares awarded as partnership shares under the InterContinental Hotels Group Share Incentive Plan and the Britvic Share Incentive Plan are also ignored when calculating the limits in this Rule 14.2.
14.3	The Participant shall have no interest or voting right in shares covered by his option until the option has been exercised.
14.4	ADSs to be delivered to a Participant under the Plan shall be registered in the name of the Participant or in the name of the Participant and his or her spouse.

15	Administration
	The Plan shall be administered by the Board or a Committee of members of the Board appointed by the Board. The Board or its Committee shall have full and exclusive discretionary authority to interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Any power of the Board under this Plan may be delegated to its Committee. Every finding, decision and determination made by the Board or its Committee shall, to the extent permitted by law, be final and binding upon all parties.
16	Designation of Beneficiary

16.1

A Participant may file a written designation of a beneficiary who is to receive any ADSs and cash, if any, from the Participant’s account under the Plan in the event of the Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to the Participant of the ADSs and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of the Participant’s death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for the designation to be effective.

16.2

Such designation of beneficiary may be changed by the Participant at any time by written notice made in accordance with Section 6.1 above. In the absence of a beneficiary validly designated under the Plan who is living at the time of a Participant’s death, the Company shall deliver the ADSs or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver the ADSs or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to any other person that the Company may designate.

17	Transferability
	Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive ADSs under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 16 hereof) by the Participant. Any attempt at

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	assignment, transfer, pledge or other disposition shall be without effect, except that the Company or employer may treat any such act as an election to withdraw funds from an Offering Period in accordance with Section 11 hereof.
18	Use of Funds
	All payroll deductions received or held by the Company or a Designated Subsidiary under the Plan may be used by the Company or Designated Subsidiary for any corporate purpose, and the Company or Designated Subsidiary shall not be obligated to segregate these payroll deductions.
19	Reports
	Individual accounts shall be maintained for each Participant in the Plan. Statements of account shall be given to Participants least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of ADSs purchased and the remaining cash balance, if any.
20	Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale

20.1

Changes in Capitalization Subject to any required action by the shareholders of the Company, the Reserves, the maximum number of ADSs each Participant may purchase each Purchase Period (pursuant to Section 7), as well as the price per ADS and the number of ADSs covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued Ordinary Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Ordinary Shares, or any other increase or decrease in the number of Ordinary Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration”. This adjustment shall be made by the Board, whose determination in that respect shall be conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of ADSs subject to an option.

20.2

Dissolution or Liquidation In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Board shall notify each Participant in writing, at least ten business days prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 11.

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20.3 Merger or Asset Sale In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute for the option, any Purchase Periods then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”) and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed sale or merger. The Board shall notify each Participant in writing, at least ten business days prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option shall be exercised automatically on the New Exercise Date, unless before that date the Participant has withdrawn from the Offering Period as provided in Section 11. Notwithstanding the foregoing, in the event of the merger of the Company with or into another corporation, as of the consummation of such transaction: no additional Offering Periods shall commence (so that no additional options shall be granted under this Plan); and any Participant in this Plan who enrolls in a plan intended to qualify under Section 423 of the Code that is sponsored by any successor or acquiring corporation (or parent thereof) (the “Successor Plan”) effective as of a date that is prior to the next scheduled Exercise Date under this Plan shall be treated as withdrawing from this Plan under Section 20 hereof; provided that any Participant in this Plan who enrolls in a Successor Plan effective as of a date that coincides with the next scheduled Exercise Date under this Plan shall not be treated as withdrawing before the Participant has purchased any Ordinary Shares which he or she is eligible to purchase under this Plan on that Exercise Date.

21 Amendment or Termination

21.1

The Board of Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in Section 20 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Exercise Date if the Board determines that the termination of the Plan is in the best interests of the Company and its shareholders. Except as provided in Section 20 hereof, no amendment may make any change in any outstanding option which adversely affects the rights of any Participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required.

21.2

Without shareholder consent and without regard to whether any Participant rights may be considered to have been “adversely affected,” the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish a limit on the number of ADSs purchasable by all Participants at the end of each Purchase Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s (or Designated Subsidiary’s) processing of properly completed withholding elections, establish

9

reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of ADSs for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan.

22	Notices
	All notices or other communications by a Participant to the Company or Designated Subsidiary under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
23	Conditions Upon Issuance of Shares
	ADSs shall not be issued with respect to an option unless the exercise of the option and the issuance and delivery of the ADSs pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
	As a condition to the exercise of an option, the Company may require the person exercising the option to represent and warrant at the time of any such exercise that the ADSs are being purchased only for investment and without any present intention to sell or distribute the ADSs if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.
24	Term of Plan
	The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the shareholders of the Company. It shall continue in effect for a term of ten years unless sooner terminated under Section 21.
25	Notice of Disqualifying Disposition
	Each Participant shall notify the Company and/or his or her employer in writing if the Participant disposes of any of the ADSs purchased in any Offering Period pursuant to this Plan if the disposition occurs within two years from the Enrollment Date or within one year from the Exercise Date on which such shares were purchased (the “Notice Period”). The Company or relevant employer may, at any time during the Notice Period, place a legend or legends on any certificate representing ADSs acquired pursuant to this Plan requesting the Company’s transfer agent to notify the Company of any transfer of the ADSs or may direct that employment taxes be withheld from a Participant, as described in Section 6.5 above. The obligation of the Participant to provide this notice shall continue notwithstanding the placement of any such legend on the certificates.

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26 Limitation on Rights

26.1	For the purposes of this Section 26, “Employee” means any holder of an option, any Employee (within the meaning of Section 2), any Participant, or any other person.
26.2	This Section 26 applies:

26.2.1	whether the Company or Board has full discretion in the operation of the Plan, or whether the Company or Board could be regarded as being subject to any obligations in the operation of the Plan;
26.2.2	during an Employee’s employment or employment relationship; and
26.2.3	after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

26.3	Nothing in 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.
26.4	The grant of options on a particular basis in any year does not create any right to or expectation of the grant of options on the same basis, or at all, in any future year.
26.5	Without prejudice to Section 27, 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.
26.6	Without prejudice to an Employee’s right to exercise an option subject to and in accordance with the express terms of the Plan, 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 option. Any and all discretions, decisions or omissions relating to the option 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 employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Section.
26.7	No Employee has any right to compensation for any loss in relation to the Plan, including:

26.7.1	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);
26.7.2	any exercise of a discretion or a decision taken in relation to an option or to the Plan, or any failure to exercise a discretion or take a decision;
26.7.3	the operation, suspension, termination or amendment of the Plan.

26.8 Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Plan, including in particular this Section 26. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to

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	exercise an option subject to and in accordance with the express terms of the Plan, in consideration for, and as a condition of, the grant of an option under the Plan.
26.9	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 (whether statutory rights or other rights) to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.
26.10	Each of the provisions of this Section 26 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 the Plan 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.

27

Equal Rights and Privileges

All eligible employees shall have equal rights and privileges with respect to this Plan so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423 or any successor provision of the Code shall, without further act or amendment by the Company, the Committee or the Board, be reformed to comply with the requirements of Section 423.

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EXHIBIT A

NEW INTERCONTINENTAL HOTELS GROUP

US EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT

Original Application	Enrollment Date:
Change in Payroll Deduction Rate
Change of Beneficiary(ies)

1	I [          ] hereby elect to participate in the New InterContinental Hotels Group US Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and subscribe to purchase ADSs representing the Company’s Ordinary Shares in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.
2	I hereby authorize payroll deductions from each paycheck in the amount of [   ]% of my Compensation on each payday (not to exceed 15%) during the Offering Period in accordance with the Employee Stock Purchase Plan. (No fractional percentages are permitted.)
3	I understand that these payroll deductions shall be accumulated for the purchase of ADSs at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.
4	I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that my ability to exercise the option under this Subscription Agreement is subject to shareholder approval of the Employee Stock Purchase Plan.
5	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse only): [           ]
6	I understand that if I dispose of any ADSs received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares) or one year after the Exercise Date, I will be treated for US federal income tax purposes as having received ordinary income at the time of the disposition in an amount equal to the excess of the fair market value of the ADSs at the time the ADSs were purchased by me over the price which I paid for the ADSs. I hereby agree to notify the Company and/or my employer in writing within 30 days after the date of any disposition of my shares and I will make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the disposition of the ADSs. My employer may, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to my employer any tax deductions or benefits attributable to sale or early disposition of ADSs by me. If I dispose of the ADSs at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for US federal income tax purposes as having received income at the time of the disposition, and that such income will be taxed as ordinary income to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the

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	time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on the disposition will be taxed as capital gain.
7	I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan.
8	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:

NAME: (Please print)

[First] [Middle] [Last]

Relationship: [          ]

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[Address]

[Employee’s Social Security Number]

[Employee’s Address]

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated: [          ]

Signature of Employee

Spouse’s Signature (If beneficiary other than spouse)

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EXHIBIT B

NEW INTERCONTINENTAL HOTELS GROUP
US EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL

The undersigned Participant in the Offering Period of the New InterContinental Hotels Group US Employee Stock Purchase Plan which began on [   ], 20[03] (the “Enrollment Date”) hereby notifies the Company and/ or his or her employer that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company or employer to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company or his or her employer a new Subscription Agreement.

Name and Address of Participant:

Signature

Date: [           ]

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EX-5.1

Exhibit 5.1

	One Silk Street London EC2Y 8HQ Telephone (44-20) 7456 2000 Facsimile (44-20) 7456 2222 Group 4 Fax (44-20) 7374 9318 DX Box Number 10 CDE Direct Line 020 7456 3236 Direct Fax 020 7456 2222 justine.fender@linklaters.com
The Directors InterContinental Hotels Group PLC 67 Alma Road Windsor Berkshire SL4 3HD
	27 June 2005

Our Ref                    Mark Stamp/Justine Fender

NEW INTERCONTINENTAL HOTELS GROUP PLC (THE “COMPANY”)

1	This opinion is delivered in connection with the Company’s registration statement on Form S-8 (the “Registration Statement”) dated today’s date and filed under the United States Securities Act of 1933 relating to ordinary shares of the Company (“Ordinary Shares”) in connection with the grant of options or awards (as applicable) under the Company’s Executive Share Option Plan, Performance Restricted Share Plan, Short Term Deferred Incentive Plan and US Employee Stock Purchase Plan.
2	This opinion is limited to English law as applied by the English courts and is given on the basis that it will be governed by and construed in accordance with English law.
3	For the purposes of this opinion, we have examined and relied on copies of such corporate records and other documents, and reviewed such matters of law as we have deemed necessary or appropriate for the purpose of this opinion.
4	Upon the basis of and subject to the foregoing, but subject to any matters not disclosed to us, it is our opinion that the Company is a public limited company incorporated under the laws of England and Wales under the Companies Act 1985 and that all the necessary corporate action on the part of the Company, except for the grant of options or awards (as applicable) and the allotment of the shares on the exercise of the options or awards (as applicable), has been taken to authorise the issue of such Ordinary Shares and that upon issuance and payment, such Ordinary Shares will have been duly authorised and validly issued and will be fully paid and no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason solely of their being such holders.
5	This opinion is given to you solely for use in connection with the filing of the Registration Statement. This opinion is strictly limited to matters dealt with herein and does not extend to and is not to be read as extending by implication to any other matter.

A list of the names of the partners and their professional qualifications is open to inspection at the above office. The partners are solicitors, registered foreign lawyers or European lawyers. The firm is regulated by the Law Society.

Please refer to www.linklaters.com/regulation for important information on the regulatory position of the firm.

6 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 are within the category of persons whose consent is required within Section 7 of the Securities Act of 1933, or the rules and regulations of the Securities and Exchange Commission thereunder.

Yours faithfully

/s/ Linklaters 

Linklaters 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the InterContinental Hotels Group Executive Share Option Plan, the InterContinental Hotels Group Performance Restricted Share Plan, the InterContinental Hotels Group Short Term Deferred Incentive Plan and the InterContinental Hotels Group US Employee Stock Purchase Plan of the reference to our firm in Item 3 under the caption “Key Information” and of our report dated March 9, 2005, with respect to the consolidated financial statements and schedule of InterContinental Hotels Group PLC, included in its Annual Report (Form 20-F) for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP  

Ernst & Young LLP

London, England
June 27, 2005