Base Prospectus (The “Base Prospectus”)

INTERCONTINENTAL HOTELS GROUP PLC (incorporated with limited liability in England and Wales) unconditionally and irrevocably guaranteed by SIX CONTINENTS LIMITED (incorporated with limited liability in England and Wales) and INTERCONTINENTAL HOTELS LIMITED (incorporated with limited liability in England and Wales) £3,000,000,000 Euro Medium Term Note Programme InterContinental Hotels Group PLC (the “Issuer”) has established a Euro Medium Term Note Programme (the “Programme”) described in this base prospectus (the “Base Prospectus”). Pursuant to the Programme, the Issuer may from time to time issue notes (“Notes”) unconditionally and irrevocably guaranteed by Six Continents Limited and InterContinental Hotels Limited (each a “Guarantor” and together, the “Guarantors”) up to the maximum aggregate principal amount of £3,000,000,000. Notes will be issued in series (each a “Series”) in bearer form. Each Series may comprise one or more tranches (each a “Tranche”) issued on different issue dates. Each Tranche of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as amended and/or supplemented by a document setting out the final terms of such Tranche (the “Final Terms”) or in a separate prospectus specific to such Tranche (the “Drawdown Prospectus”) as described under “Final Terms and Drawdown Prospectuses” below. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. This Base Prospectus must be read and construed together with all documents incorporated by reference herein, any amendments or supplements hereto and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. The Notes are constituted by, have the benefit of and are in all respects subject to an amended and restated trust deed dated 14 September 2020 (as amended, restated and/or supplemented from time to time, the “Trust Deed”) between the Issuer, the Guarantors and HSBC Corporate Trustee Company (UK) Limited (the “Trustee”, which expression shall include all persons appointed for the time being as trustee or trustees under the Trust Deed) as tru stee for the holders of the Notes (the “Noteholders”). The Notes also have the benefit of an agency agreement dated 14 September 2020 (as amended, restated and/or supplemented from time to time, the “Agency Agreement”) between the Issuer, the Guarantors, the Trustee and HSBC Bank plc as principal paying agent (the “Principal Paying Agent”). This Base Prospectus has been approved by the United Kingdom Financial Conduct Authority (the “FCA”), which is the United Kingdom competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The FCA only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and such approval should not be considered as an endorsement of (a) the Issuer or the Guarantors; or (b) the quality of any Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in any such Notes. This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation for the purpose of giving information with regard to the issue of Notes issued under the Programme described in this Base Prospectus during the period of twelve months after the date hereof. Applications have been made for the Notes to be admitted to listing on the Official List of the FCA and to trading on the Regulated Market of the London Stock Exchange plc (the “London Stock Exchange”) during the period of twelve months after the date hereof. The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU (as amended, “MiFID II”). This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relatio n to Notes which are to be admitted to trading on a regulated market in the European Economic area (the “EEA”). For these purposes, reference to the EEA includes the United Kingdom (the “UK”). The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. Notes which are to be admitted to trading on a market which is a regulated market for the purposes of MiFID II (each a “Regulated Market”) or offered to the public in any Member State of the EEA may only be issued under the Programme in minimum denominations of at least €100,000 (or its equivalent in another currency), save that Notes with a minimum denomination of less than €100,000 (or its equivalent in another currency) will (i) only be admitted to trading on an EEA regulated market (as defined in MiFID II), or a specific segment of an EEA regulated market, to which only qualified inve stors (as defined in the Prospectus Regulation) can have access (in which case they shall not be offered or sold to non-qualified investors) or (ii) only be offered to the public in an EEA Member State pursuant to an exemption under Article 1(4) and Article 3(2) of the Prospectus Regulation (and for these purposes, references to the EEA include the UK). The Issuer has been rated BBB- by S&P Global Ratings Europe Limited, UK Branch (“S&P”). The Programme has been rated BBB- by S&P. S&P is established in the United Kingdom and is registered under Regulation (EC) No. 1060/2009 (as amended) on credit rating agencies (the “CRA Regulation”). Certain Tranches of Notes to be issued under this Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will n ot necessarily be the same as the ratings specified above and will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell, or hold sec urities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of the applicable state or other jurisdiction of the United States. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under “Risk Factors” below. Arranger HSBC Dealers BARCLAYS BOFA SECURITIES COMMERZBANK HSBC MUFG TRUIST SECURITIES WELLS FARGO SECURITIES The date of this Base Prospectus is 14 September 2020. - TABLE OF CONTENTS DESCRIPTION OF THE PROGRAMME.................................................................................................... 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS................................... 9 RISK FACTORS ...........................................................................................................................................10 DOCUMENTS INCORPORATED BY REFERENCE .............................................................................24 FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................26 FORMS OF NOTES .....................................................................................................................................27 TERMS AND CONDITIONS OF THE NOTES........................................................................................30 FORM OF FINAL TERMS..........................................................................................................................60 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............68 USE OF PROCEEDS....................................................................................................................................71 DESCRIPTION OF THE ISSUER ..............................................................................................................72 DESCRIPTION OF SIX CONTINENTS LIMITED..................................................................................82 DESCRIPTION OF INTERCONTINENTAL HOTELS LIMITED .........................................................84 ALTERNATIVE PERFORMANCE MEASURES ....................................................................................86 TAXATION...................................................................................................................................................87 SUBSCRIPTION AND SALE .....................................................................................................................90 GENERAL INFORMATION ......................................................................................................................94 - IMPORTANT NOTICES This Base Prospectus

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