Exhibit 1
 No. 5134420
 The Companies Act 2006
Company Limited by Shares
 INTERCONTINENTAL HOTELS GROUP PLC
 ARTICLES OF ASSOCIATION




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Contents
 Article No.
    
    
    Page No.Preliminary
    
    
    1-2
    
    
    
    1-6Ordinary and Redeemable Shares
    
    
    3-4
    
    
    
    6-7Variation of Rights
    
    
    5-8
    
    
    
    7-8Shares
    
    
    9-13
    
    
    
    8-10Evidence of Title to Securities
    
    
    14
    
    
    
    10Share Certificates
    
    
    15-19
    
    
    
    10-11Calls on Shares
    
    
    20-25
    
    
    
    11-12Forfeiture and Lien
    
    
    26-33
    
    
    
    13-14Transfer of Shares
    
    
    34-39
    
    
    
    14-17Transmission of Shares
    
    
    40-42
    
    
    
    17Untraced Shareholders
    
    
    43-44
    
    
    
    18General Meetings
    
    
    45-46
    
    
    
    18-19Notice of General Meetings
    
    
    47-48
    
    
    
    19Overflow of General Meetings
    
    
    49-51
    
    
    
    19-20Proceedings at General Meetings
    
    
    52-61
    
    
    
    20-22Votes of Members
    
    
    62-67
    
    
    
    22-25Proxies
    
    
    68-74
    
    
    
    25-27Corporations Acting by Representatives
    
    
    75
    
    
    
    28Directors
    
    
    76-83
    
    
    
    28-29Appointment and Retirement of Directors
    
    
    84-90
    
    
    
    29-31Alternate Directors
    
    
    91-94
    
    
    
    31-32Meetings and Proceedings of Directors
    
    
    95-106
    
    
    
    32-39Borrowing Powers
    
    
    107-108
    
    
    
    39General Powers of Directors
    
    
    109-115
    
    
    
    40-41President
    
    
    116
    
    
    
    41Departmental, Divisional or Local Directors
    
    
    117
    
    
    
    41Secretary
    
    
    118
    
    
    
    41The Seal
    
    
    119-121
    
    
    
    42Record Date
    
    
    122
    
    
    
    42Authentication of Documents
    
    
    123
    
    
    
    42-43
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Article No.
    
    
    Page No.Reserves
    
    
    124
    
    
    
    43Dividends
    
    
    125-137
    
    
    
    43-46Capitalisation of Profits and Shares
    
    
    138-139
    
    
    
    46-48Minutes
    
    
    140
    
    
    
    48Accounts
    
    
    141-142
    
    
    
    48Auditors
    
    
    143-144
    
    
    
    49Communications with Members
    
    
    145-151
    
    
    
    49-51Winding up
    
    
    152-153
    
    
    
    51-52Directors liabilities
    
    
    154-156
    
    
    
    52-54Overriding Provisions
    
    
    157
    
    
    
    54-57
 ii




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The Companies Act 2006
 COMPANY LIMITED BY SHARES
 Articles of Association
 1
  INTERCONTINENTAL HOTELS GROUP PLC 2
  Preliminary
   Auditors
 Company Communications Provisions
 in writing
 London Stock Exchange
 month
 Office
 Operator
 
 1 The Articles of Association were first
adopted with effect from 27 June 2005, pursuant to a Special Resolution of the
Company passed on 15 June 2005, and have been amended by Special Resolutions of
the Company passed on 1 June 2007 with immediate effect, 30 May 2008 with
effect from 1 October 2008 and on 29 May 2009 with effect from 1 October 2009.2 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. 1




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Operator-instruction
  participating security
 Register
 Regulations
 relevant system
 Seal
 Securities Seal
 Statutes
 these Articles
 Transfer Office
 United Kingdom
 UK Listing Authority
 year
 address
 Companies Acts
 hard copy form electronic form electronic means
 debenture debenture holder
 Director
 Group
 moneys borrowed
 2




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3




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officer
 recognised clearing house recognised investment exchange
 Secretary
 share capital and consolidated reserves
   4




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relevant balance sheet
    shareholders meeting General Meeting Annual General Meeting
 share shareholder
  5




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Ordinary and Redeemable Shares
 3    Ordinary Shares
  3.1 Income
  3.2 Capital
  3.3 Voting at General Meetings
  6




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4 Redeemable Shares
  Variation of Rights
 5 Manner of variation of rights
  mutatis
mutandis
  6    Matters not constituting variation of rights
 pari passu
 7    Proceeds of consolidation and subdivision
  7




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8    Reduction of capital
 Scheme
 Shares
 9    Shares and special rights
  10    Directors power to allot securities and to sell treasury shares
    8




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Allotment Period
 rights issue
 Section 551 Amount
 Section 561 Amount
  11 Commission on issue of shares
  9




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12 Renunciation of allotment
    13 Trust etc. interests not recognised
  Evidence of Title to Securities
  Share Certificates
 15 Issue of share certificate
  16    Joint holder
  10




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17 Timing of issue of share certificate
  18 Balance certificate
  19 Replacement of share certificates
     Calls on Shares
 20 Power to make calls
  11




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21 Liability for calls
  22 Interest on overdue amounts
  23 Other sums due on shares
  24 Power to differentiate between holders
  25 Payment of calls in advance
 pro tanto
 12




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Forfeiture and Lien
 26 Notice on failure to pay a call
   27 Forfeiture for non-compliance
  28    Disposal of forfeited share
  29    Holder to remain liable despite forfeiture
  13




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30    Lien on partly-paid shares
  31    Sale of shares subject to lien
  32    Proceeds of sale of shares subject to lien
  33    Evidence of forfeiture
  Transfer of Shares
 34    Form of transfer
  14




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35 Right to refuse registration
           36    Instruments of transfer
  15




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37    No fee on registration
  38 Destruction of documents
               16




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39    Further provisions on shares in uncertificated form
      Transmission of Shares
 40    Persons entitled on death
  41    Election by persons entitled by transmission
  42    Rights of persons entitled by transmission
  17




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Untraced Shareholders
 43    Untraced shareholders
     44    Executor and proceeds
  General Meetings
 45    Annual General Meetings
  18




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46    Convening of General Meetings
  Notice of General Meetings
 47    Notice of General Meetings
       48    Contents of notice of General Meetings
  Overflow of General Meetings
 Principal Place
  19




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Proceedings at General Meetings
 52    Chairman
  53    Quorum
  54    Lack of quorum
  55    Adjournment
 sine die
 20




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sine die sine die
 56    Notice of adjourned meeting
  57    Amendments to resolutions
  58    Polls
      59    Demand for poll
  21




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60    Voting on a poll
  61    Timing of poll
  Votes of Members
 62    Votes attaching to shares
     63    Votes of joint holders
  22




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64    Voting by guardian
  65    Restrictions on voting if holding unpaid shares
  66    Restrictions on voting in particular circumstances
     direction
notice
   23




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24




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67    Validity and result of vote
      Proxies
 68    Appointment of proxies
   69    Multiple proxies
  70    Form of proxy
   25




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71    Deposit of form of proxy
         26




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72    Differing proxy appointments
  73    Rights of proxy
   74 Termination of proxys authority
      27




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Corporations Acting by Representatives
  Directors
 76 Number of Directors
  77 Share qualification
  78    Directors fees
  79 Other remuneration of Directors
  80 Directors expenses
  28




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81 Directors pensions and other benefits
  82    Appointment of executive Directors
    83 Powers of executive Directors
  Appointment and Retirement of Directors
 84 Election or appointment of additional director
  29




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85    Vacation of office
       ipso facto
 86    Retirement by rotation at Annual General Meetings
   87    Re-election of retiring Director
     30




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88 Election of two or more Directors
  89    Nomination of Directors for election
    90 Power to remove a Director
  Alternate Directors
   31




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mutatis mutandis
 mutatis mutandis
 Meetings and Proceedings of Directors
 95    Governing of meetings of Directors
  Communication
 32




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96    Quorum
  97 Casting vote
  98    Authorisation of Directors interests
 3
   Interested Directors
 
 3 Neither the duty in Section 175(1), nor the
authorisation procedure under Section 175(5), applies to a conflict of interest
arising in relation to a transaction or arrangement with the Company. The
disclosure and approval provisions of Articles 98 and 99 are intended to deal
with such conflicts. 33




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99 Directors Permitted Interests
          99.3
 99.3.1
 99.3.2
 34




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99.3.3
  Relevant Company
      100    Restrictions on quorum and voting
        35




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36




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101    Confidential information
      102    Directors interests  general
        37




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103 Number of Directors below minimum
  104 Chairman
   105 Directors written resolutions
      106    Appointment and constitution of committees
  38




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mutatis mutandis
  Borrowing Powers
 107 Borrowing powers
  108 Borrowing restrictions
   39




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General Powers of Directors
 109 General powers
  110 Name
  111 Local boards
  112 Appointment of attorney
  113 Register of members in territories
  40




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114 Signature on cheques etc.
  115 Provision for employees on cessation of business
  President
  Departmental, Divisional or Local Directors
  Secretary
  41




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The Seal
    Record Date
 record date inter se
 Authentication of Documents
  42




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Reserves
  Dividends
 125 Final dividends
  126 Fixed and interim dividends
 pari passu
 127 Ranking of shares for dividends
  43




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128 No dividend except out of profits
  129 Treatment of dividend
  130 No interest on dividends
  131 Retention of dividends
     132 Waiver of dividends
  133 Unclaimed dividends
  44




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134    Distribution in specie
  135    Manner of payment of dividends
    136 Joint holders
  45




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137 Record date for dividends
 inter se
 Capitalisation of Profits and Shares
 138
 139 Scrip dividends
    46




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elected
Ordinary Shares
 pari passu
 mutatis mutandis
    47




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Minutes
     Accounts
 141 Accounting records
  142 Copies of accounts for members
   48




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Auditors
 143 Validity of Auditors acts
  144 Auditors rights to attend General Meetings
  Communications with Members
 145 Service of notices etc.
       49




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146 Joint holders
    147 Deceased and bankrupt members
       148 Overseas members
  50




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149 Suspension of postal services
  150 Statutory provisions as to notices
  151 Signature or authentication of documents sent by electronic means
  Winding up
 152 Directors powers to petition
  153 Distribution of assets in specie
 in specie
 51




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Directors liabilities
 154    Indemnity
         Associated Company
 52




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155 Insurance
     Relevant Company
     156 Defence expenditure
       53




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Associated Company
 Overriding Provisions
 157    Overriding provisions
   Disqualified
Person
 Relevant
Shares
 Required
Disposal
    54




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Disposal Notice
  55




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57