MILLENNIUM & COPTHORNE HOTELS PLC

Notice of Annual General Meeting 2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about theaction you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or otherindependent professional adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all your ordinary shares in Millennium & Copthorne Hotels plc, you should pass thisdocument and the accompanying documents (but not the personalised form of proxy) to the purchaser or transferee orto the stockbroker, bank or other agent through whom the sale or transfer was made for transmission to the purchaseror transferee.

Registered office: Victoria House, Victoria Road, Horley, Surrey RH6 7AF. Incorporated and registered in England and Waleswith registered number 3004377

Corporate Headquarters:Scarsdale Place

KensingtonLondon W8 5SR

01 April 2016

Dear Shareholder

Millennium & Copthorne Hotels plc (the ‘‘Company’’) Annual General Meeting 2016

I am pleased to invite you to this year’s annual general meeting (‘‘AGM’’), which will be held onThursday, 5 May 2016 in the fabulous surroundings of our recently acquired Chelsea Harbour Hotel,Chelsea Harbour, London SW10 0XG. The meeting will start at 10.00 am and light refreshments will beprovided. Full details of the business of the meeting and the resolutions that will be put to shareholders areset out in the enclosed Notice of Meeting.

The meeting gives the Board of Directors the opportunity to present the Company’s performance andstrategy to shareholders and to listen and respond to their questions.

The following items are also included in this document:

* the ‘Financial Highlights’ and ‘Chairman’s Statement’ sections extracted from the 2015 Annual Reportand Accounts;

* an explanation of certain resolutions at the AGM; and

* a proxy form.

Shareholders who have elected to receive printed copies of documents that we provide to shareholderswill also find enclosed a printed copy of the 2015 Annual Report and Accounts. A copy of that documentcan also be accessed through the Company’s website at: http://www.millenniumhotels.com/en/investors

As an alternative to submitting a proxy form by post, you may wish to vote electronically by visiting ourregistrar’s website at www.sharevote.co.uk. Once you have selected ‘Millennium & Copthorne Hotels plc’from the list, you will be asked to enter a Voting ID, Task ID and Shareholder Reference Number. Theseare printed in this order on the enclosed personalised proxy form. To be valid, all electronic votinginstructions must be received by 10.00 a.m. on 3 May 2016. Further information can be found in the‘Information for shareholders’ section of the Notice of Meeting.

Please read the notes to the Notice of Meeting, as these set out other rights of shareholders and furtherrequirements which you should check, if you wish to vote by proxy.

Recommendation

The Board of Directors of the Company considers that the resolutions in the Notice of Meeting are likelyto promote the success of the Company and are in the best interests of the Company and its shareholdersas a whole. The Directors of the Company unanimously recommend that you vote in favour of theresolutions.

Yours faithfully

Kwek Leng Beng

Chairman

Corporate Headquarters, Scarsdale Place, Kensington, London W8 5SR * T +44 (0)207 872 2444 * F +44 (0)207 872 2460

Registered Office: Millennium & Copthorne Hotels plc, Victoria House, Victoria Road, Horley, Surrey RH6 7AF England

Telephone: +44 (0)1293 772288 Facsimile: +44 (0)1293 772345 Registered No: 3004377 England. VAT No: 644 6995 88

www.millenniumhotels.co.uk

FINANCIAL HIGHLIGHTS

+0.6%RevPAR(£)

2015: 71.98 2014: 71.55

+2.5%Revenue(£m)

2015: 847 2014: 826

-42.0%Profit beforetax(£m)

2015: 109 2014: 188

-5.6%Profit beforetax (excludingrevaluationgains andimpairment losses)

(£m)2015: 152 2014: 161

RevPARGroup RevPAR for 2015 increasedby 0.6% to £71.98 (2014: £71.55).In constant currency, RevPARdecreased by 1.3%. The maincontributor to the reduction of1.3% in RevPAR was theperformance of the Group’s Asianhotels, where RevPAR fell by 9.0%across Singapore and Rest of Asiacombined. London and New Yorkalso saw RevPAR declines during2015, due mainly to the impact ofrefurbishment at The Bailey’s HotelLondon and ONE UN New Yorkrespectively.

RevenueRevenue for 2015 increased by2.5% to £847m (2014: £826m)reflecting contributions fromhotel acquisitions and theopening of Millennium MitsuiGarden Hotel Tokyo inDecember 2014, together withfavourable foreign exchangemovements.

Profit before taxThe Group has recognised a netcharge of £43m of impairmentlosses and net revaluation gainsagainst pre-tax profits in 2015.This net charge includes £76mof impairment losses relatingprimarily to four of the Group’sproperties located in New York,Rest of Europe and Rest of Asia;offset by net revaluation gains of£33m on its investmentproperties.

Profit before tax for the year fellby 42.0% to £109m (2014:£188m). Excluding revaluationgains and impairment losses,pre-tax profit decreased by5.6% to £152m (2014: £161m).

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CHAIRMAN’S STATEMENT

Hospitality markets in 2015 reflected the impact of economic and political uncertainty on many parts ofthe world, including a number of destinations served by our hotels. In addition the global hotel landscapeis changing significantly, with consolidation of some of the largest companies in the sector. These aresignificant forces for change in the hospitality industry and the Group is focused on making the correctstrategic choices in order to grow earnings and optimise returns on assets in a rapidly changingcompetitive environment.

Like-for-like revenue and pre-tax profit for the Group decreased by 0.4% and 4.4% respectively. Most ofthe reduction in revenue came from the Group’s Asian hotels, which were affected by reduced visitornumbers and spending, and with increasing supply of new room inventory.

RevPAR increased by 0.6% to £71.98 in 2015, but decreased by 1.3% in constant currency. This was dueto the continuing deterioration of trading conditions in the Group’s Asian hotels, where RevPAR declinedby 9.0%. Trading was weaker than last year in London and New York especially in the second half of theyear.

Like-for-like RevPAR for the year fell by 3.7%. Like-for-like comparisons exclude the impact ofacquisitions, closures and sales of the remaining three Glyndebourne condominium units in 2014, and theyare stated in constant currency terms.

Hotel revenue rose by 2.0% to £765m (2014: £750m) reflecting contributions from recent hotelacquisitions and favourable foreign currency movements. Hotel gross operating margin was lower at 34.1%(2014: 36.0%).

The Group is addressing shortfalls in hotel trading through a number of revenue initiatives, including anenhanced digital marketing platform, increased focus on the Chinese outbound market and identifyingfurther upselling opportunities across the estate.

The Group made several key appointments during the second half of last year to strengthen its seniorexecutive talent pool including key positions in regional management and the marketing function.

The Board recommends a final ordinary dividend of 4.34p per share (2014: 11.51p) taking into accountthe Group’s current cash position and future capital expenditure requirements. Together with the interimordinary dividend of 2.08p per share (2014: 2.08p), the total ordinary dividend for 2015 is 6.42p per share(2014: 13.59p) representing a cover of approximately 3 times, which is in line with the Group’s dividendpolicy.

Subject to approval by shareholders at the Annual General Meeting to be held on 5 May 2016, the finaldividend will be paid on 13 May 2016 to shareholders on the register on 18 March 2016.

In the first 31 days of trading in 2016 Group RevPAR decreased by 5.9%, with Europe down by 10.1%,the US down by 10.9% and Asia down by 3.6%. RevPAR for Australasia increased by 20.7%.

Kwek Leng Beng

Chairman

18 February 2016

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2016 annual general meeting of Millennium & Copthorne Hotels plc (the‘‘Company’’) will be held at the Chelsea Harbour Hotel, Chelsea Harbour, London SW10 0XG onThursday, 5 May 2016 at 10.00 am to consider and, if thought fit, to pass the resolutions set out below.

Ordinary Business

Resolutions 1 to 14 will be proposed as ordinary resolutions.

Ordinary Resolutions

Resolution 1: Annual Report and Accounts 2015

That the Company’s audited accounts, Directors’ Report and Auditor’s Report for the year ended31 December 2015 (the ‘‘Annual Report and Accounts 2015’’) are received.

Resolution 2: Remuneration Report

That the Directors’ Remuneration Report, excluding the Directors’ Remuneration Policy, set out in theAnnual Report and Accounts 2015 is approved.

Resolution 3: Final dividend

That a final dividend of 4.34 pence per ordinary share, recommended by the Directors in respect of theyear ended 31 December 2015, is declared.

Resolutions 4 to 12: Re-election of Directors

Resolution 4

That His Excellency Shaukat Aziz is re-elected as a Director.

Resolution 5

That Susan Farr is re-elected as a Director.

Resolution 6

That Nicholas George is re-elected as a Director.

Resolution 7

That Kwek Eik Sheng is re-elected as a Director.

Resolution 8

That Kwek Leng Beng is re-elected as a Director.

Resolution 9

That Kwek Leng Peck is re-elected as a Director.

Resolution 10

That Aloysius Lee Tse Sang is re-elected as a Director.

Resolution 11

That Gervase MacGregor is re-elected as a Director.

Resolution 12

That Alexander Waugh is re-elected as a Director.

Resolution 13: Auditor’s appointment

That KPMG LLP is re-appointed as the Company’s auditor from the end of this meeting until the end of thenext general meeting at which accounts are laid before the Company.

Resolution 14: Auditor’s remuneration

That the Directors are authorised to determine the remuneration of the auditor.

Special Business

Resolutions 15 to 20 will be proposed as ordinary resolutions and resolutions 21 to 23 will be proposed asspecial resolutions.

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Ordinary Resolutions

Resolution 15: Approval of the pre-emption rights contained within the Co-operation Agreement

That the provisions of the Amended and Restated Co-operation Agreement between the Company and CityDevelopments Limited dated 14 November 2014, governing pre-emption rights, be renewed for the periodexpiring at the conclusion of the Company’s annual general meeting in 2017.

Resolution 16: Authority for political donations and/or political expenditure

That, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and allcompanies that are subsidiaries of the Company at the time at which this resolution is passed or at anytime during the period for which this resolution has effect are authorised to:

(a) make political donations to political parties or independent election candidates, as defined in sections363 and 364 of the Companies Act 2006, not exceeding £100,000 in total;

(b) make political donations to political organisations other than political parties, as defined in sections363 and 364 of the Companies Act 2006, not exceeding £100,000 in total; and

(c) incur political expenditure, as defined in section 365 of the Companies Act 2006, not exceeding£100,000 in total,

during the period beginning with the date of the passing of this resolution and ending on the earlier of30 June 2017 and the date of the Company’s next annual general meeting. In any event, the aggregateamount of political donations and political expenditure made or incurred by the Company and itssubsidiaries pursuant to this resolution shall not exceed £150,000.

Resolution 17: Authority to allot shares

That, in substitution for all existing unexercised authorities, the authority conferred on the Directors byarticle 8.2 of the Company’s Articles of Association be renewed (unless previously renewed, varied orrevoked) for a period ending on the earlier of the date of the Company’s next annual general meeting oron 30 June 2017, which shall be known as the Section 551 Period for purposes of the Company’s Articlesof Association, and, for that period, the Section 551 Amount is £32,473,243.

Resolutions 18 and 19: Renewed Employee Share Plans

Resolution 18: Approve the rules and implementation of the Millennium & Copthorne Hotels plc 2016 LongTerm Incentive Plan (‘‘2016 LTIP’’)

That the rules of the 2016 LTIP, which are produced to the meeting and signed by the Chairman for thepurposes of identification and a summary of the principal terms of which is set out in Appendix 1 to thisNotice of Annual General Meeting, be hereby approved and adopted by the Company and the Directorsbe hereby authorised to establish and do all such acts and things as they consider necessary or desirablefor the purposes of implementing and giving effect to the 2016 LTIP.

Resolution 19: Approve the rules and implementation of the Millennium & Copthorne Hotels plc 2016 SharesavePlan (‘‘2016 Sharesave Plan’’)

That the rules of the 2016 Sharesave Plan, which are produced to the meeting and signed by theChairman for the purposes of identification and a summary of the principal terms of which is set out inAppendix 2 to this Notice of Annual General Meeting, be hereby approved and adopted by the Companyand the Directors be hereby authorised to establish and do all such acts and things as they considernecessary or expedient for the purposes of implementing and giving effect to the 2016 Sharesave Plan.

Resolution 20: Authorise the establishment of further plans (or schedules) based on the 2016 LTIP and 2016Sharesave Plan

That the Board of Directors be authorised to establish further plans (or schedules) based on the 2016 LTIPand the 2016 Sharesave Plan (each the ‘‘Principal Plan’’), but modified to take account of local tax,exchange control or securities laws in overseas territories provided any shares made available under anysuch further plans or schedules are treated as counting against the limits on participation in the relevantPrincipal Plan.

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Special Resolutions

Resolution 21: Authority to disapply pre-emption rights over certain issues of shares

That, in substitution for all existing authorities, the authority conferred on the Directors by article 8.3 ofthe Company’s Articles of Association be renewed (unless previously renewed, varied or revoked) for aperiod ending on the earlier of the date of the Company’s next annual general meeting or on 30 June2017, which shall be known as the Section 561 period for purposes of the Company’s Articles ofAssociation, and, for that period, the Section 561 Amount is £4,870,986.

Resolution 22: Authority to purchase own shares

That the Company is generally and unconditionally authorised to make market purchases (as defined insection 693(4) of the Companies Act 2006) of ordinary shares of 30 pence each in the capital of theCompany on the following terms:

(a) the maximum number of ordinary shares which may be purchased is 32,473,243 (representing 10 percent of the Company’s issued share capital as at 1 April 2016);

(b) the minimum price, exclusive of costs, which may be paid for each ordinary share is 30 pence;

(c) the maximum price, exclusive of costs, which may be paid for each ordinary share is the higher of:

(i) an amount equal to not more than 105 per cent of the average of the market value for theshare as derived from the Daily Official List of the London Stock Exchange for the five businessdays immediately preceding the date on which the share is contracted to be purchased; and

(ii) the higher of the price of the last independent trade and the highest current independent bid onthe trading venue where the purchase is carried out;

(d) this authority expires (unless previously renewed, varied or revoked) on the earlier of 30 June 2017and the date of the Company’s next annual general meeting; and

(e) before this authority expires, the Company may make a contract to purchase its own shares underthis authority which would or might involve the Company purchasing its own shares after thisauthority expires.

Resolution 23: Authority for general meetings, other than an annual general meeting, to be held on 14 cleardays’ notice

That a general meeting, other than an annual general meeting, may be called on not less than 14 cleardays’ notice until the earlier of 30 June 2017 or the date of the Company’s next annual general meeting.

By order of the Board Registered Office:

Victoria House

Victoria Road

Horley

Surrey RH6 7AF

United Kingdom

Jonathon GrechGroup General Counsel and Company Secretary01 April 2016

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Board of Directors

Kwek Leng BengN

Chairman and Chairman of the Nominations Committee

Kwek Leng Beng has been the Chairman of Millennium & Copthorne Hotels plc since its incorporation. Heis the executive chairman of the Hong Leong Group of companies in Singapore including CityDevelopments Limited, chairman and managing director of Hong Leong Finance Limited and Citye-Solutions Limited and the chairman of Hong Leong Asia Limited. Mr Kwek holds an honorary doctoratein Business Administration in Hospitality from Johnson & Wales University in the US and an honorarydoctorate from Oxford Brookes University in the UK. He also serves as a member of the INSEAD East AsiaCouncil. Kwek Leng Beng has distinguished himself in property investment and development, hotelownership and management, financial services and industrial enterprises. He leads a business empire worthover US$32 billion in diversified premium assets worldwide and companies traded on six of the world’sstock markets. He heads a worldwide staff of over 40,000 across a range of businesses in Asia-Pacific, theMiddle East, Europe and North America.

Aloysius Lee Tse Sang

Group Chief Executive Officer

Aloysius Lee Tse Sang was appointed to the Board as Group Chief Executive Officer on 1 March 2015,having initially joined the Company as Group Chief Executive Officer designate on 1 February 2015. Hewas previously the chief executive officer of South Beach Consortium Pte Ltd., a joint venture establishedby City Developments Limited and other parties to create a mixed use real estate development inSingapore. Prior to that, Mr Lee held senior leadership positions at Shui On Land, Hong Kong Telecom,Star Cruises and Singapore Airlines. He is a fellow of both the Chartered Management Institute and theChartered Institute of Marketing, and holds management qualifications from Harvard University, theUniversity of Hong Kong and the University of Hawaii.

His Excellency Shaukat AzizNR

Independent Non-Executive Director

Shaukat Aziz was appointed to the Board in June 2009. He was elected as Prime Minister of Pakistan andserved between 2004 and 2007, having previously held the post of Finance Minister for five years. Aftergraduating from Gordon College, Rawalpindi in 1967, Mr. Aziz gained a MBA degree from the Institute ofBusiness Administration, University of Karachi. An internship at Citibank marked the beginning of a 30year career in global finance. As executive vice president, he held several senior management positions inCitibank, including that of head of institutional banking for Central Eastern Europe, the Middle East andAfrica and later for Asia Pacific, followed by his acting as chief executive of their global wealthmanagement business. A renowned public speaker on economic and geopolitical affairs, Mr Aziz is amember of several boards and advisory boards of various commercial and non-profit entities around theworld.

Susan FarrNR

Independent Non-Executive Director

Susan Farr was appointed to the Board in December 2013. She is Director of Strategic and BusinessDevelopment and a member of the executive committee of Chime Communications plc. She also serves asa non-executive director of British American Tobacco p.l.c., Dairy Crest plc and Accsys Technologies PLC.A specialist in business development and marketing, Ms. Farr has previously held a number of seniormanagement positions at Vauxhall Motors, the BBC and Thames Television. She is also a former chair ofThe Marketing Society and the Marketing Group of Great Britain.

Nicholas GeorgeANR

Senior Independent Director

Nicholas George was appointed to the Board in June 2009. A chartered accountant by profession, MrGeorge is chairman of Nutmeg Savings and Investments and is a director of LGT Capital Partners (UK)Limited. He is also chairman of euNetworks Limited and is a member of the board of GK Goh HoldingsLimited; both companies are listed on the Singapore Stock Exchange. In addition, Mr George is a directorof Aberdeen New Dawn Investment Trust plc, which is listed on the London Stock Exchange. Mr Georgewas a founding partner of KGR Capital, a leading Asian fund of hedge funds, that was sold to LGT CapitalPartners in 2008. He has over 30 years of experience in investment banking and was a managing director

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of JP Morgan Securities (previously Jardine Fleming) in Asia from 1993 to 2002 and a managing director ofHSBC Securities in Asia from 2002 to 2003.

Kwek Eik Sheng

Executive Director

Kwek Eik Sheng joined the Board in April 2008 as a Non-Executive Director. He has been with the HongLeong Group of companies in Singapore since 2006, before joining City Developments Limited in 2009,where he is currently Chief Strategy Officer. Mr Kwek holds a Bachelor of Engineering in Electrical andElectronics Engineering from Imperial College of Science, Technology and Medicine and a MPhil inFinance from Judge Business School, Cambridge University.

Kwek Leng PeckN

Non-Executive Director

Kwek Leng Peck was appointed to the Board in February 1995, prior to the flotation of the Company onthe London Stock Exchange. He holds directorships on most of the listed companies within the HongLeong Group of companies in Singapore, including City Developments Limited, Hong Leong FinanceLimited and China Yuchai International Limited. He also serves as an executive director for Hong LeongAsia Limited and is the non-executive chairman of Tasek Corporation Berhad.

Gervase MacGregorAR

Independent Non-Executive Director and Chairman of the Audit & Risk Committee

Gervase MacGregor was appointed to the Board in December 2014. He has been a partner in BDO LLPsince 1991, where he is currently the head of international advisory, risk and quality services, specialisingin forensic investigations and expert witness services. Prior to joining BDO LLP, Mr MacGregor worked asa petroleum geologist in the North Sea, Australia and West Africa. He has experience in the hospitalitysector over the last 25 years, first as an auditor of international five star hotels and more recently ininvestigations and disputes in the sector. Gervase MacGregor is a fellow of the Institute of CharteredAccountants in England and Wales, is a graduate of the University of Liverpool and has a Masters fromHEC in Paris.

Alexander WaughANR

Independent Non-Executive Director and Chairman of the Remuneration Committee

Alexander Waugh was appointed to the Board in June 2009. Mr Waugh has commercial experience inevent management and the media industry and is the founder of a successful publishing business. MrWaugh is also a world renowned author, literary critic and composer. He is Honorary President of theShakespeare Authorship Coalition and Senior Visiting Fellow at the University of Leicester.

Committee membership:A – Audit & Risk CommitteeN – Nominations CommitteeR – Remuneration Committee

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Previous/existing relationshipsPursuant to UK Listing Rule 13.8.17, the Board has reviewed the independence of each of the Company’sindependent Non-Executive Directors. The Board has taken into account whether the Non-Executive Directoris independent in character and judgement, and whether there are any relationships or circumstances that arelikely to affect, or could appear to affect, the director’s judgement. The independent Non-Executive Directorsfrom time to time may attend networking or fundraising events with or at the invitation of other Directors butthe Board is satisfied that this has no bearing on their independence and are not aware of any otherrelationship with the company, its directors, any controlling shareholder or any associate of a controllingshareholder.

Independence / EffectivenessEach independent Non-Executive Director is also asked to confirm any relationships based on the principlesof the UK Listing Rules and provision B.1.1 of the UK Corporate Governance Code.

Following a review of the responses, the Board considers that their diverse business backgrounds, skills andexperience (as shown in their biographies above and found on page 36 of the 2015 Annual Report andAccounts) enable all the independent Non-Executive Directors to continue to bring independent judgement tobear on issues of strategy, performance, resources, key appointments, standards of conduct and other matterspresented to the Board and recommends that there is no change to the independent status of the currentindependent Non-Executive Directors.

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Explanatory notes

Items 1 to 14 set out in the Notice of Meeting are matters of routine business and are proposed asordinary resolutions. In addition to the routine items of business to be dealt with at the meeting, non-routine items are proposed as resolutions 15 to 23. Resolutions 15 to 19 will be proposed as ordinaryresolutions and resolutions 20 to 23 as special resolutions.

Resolution 2: to approve the Directors’ Remuneration Report

In accordance with section 439 of the Companies Act 2006, shareholders are required to approve theDirectors’ Remuneration Report. This vote is advisory only. The Company’s Remuneration Policy wasapproved by shareholders at the annual general meeting in 2014 and has not since changed. It is nottherefore required to be approved at this year’s meeting and will be put to shareholders again no later thanthe Company’s annual general meeting in 2017.

Resolution 3: final dividend

A final dividend of 4.34p per ordinary share is recommended by the Directors for payment to shareholderson the register as at 18 March 2016. If approved, the final dividend will be paid on 13 May 2016Payments will be made by cheque or BACS (where there is an existing dividend mandate).

Resolutions 4 to 12: re-election of Directors

In accordance with the UK Corporate Governance Code and the Company’s Articles of Association, all theDirectors will retire from office at the annual general meeting and offer themselves for re-election. It is theview of the Chairman that the performance of each of the Directors continues to be effective and thateach Director demonstrates commitment to the role and has sufficient time to meet his or her commitmentto the Company.

City Developments Limited (‘‘CDL’’) continues, for the purposes of the Financial Conduct Authority’s listingrules (the ‘Listing Rules’), to be a controlling shareholder of the Company, because it controls more than30% of the voting rights of the Company. The Company is therefore required to comply with theadditional Listing Rules relating to controlling shareholders and the re-election of the independent Non-Executive Directors. The election or re-election of any independent Non-Executive Director of theCompany by shareholders must be approved by a majority vote of both:

(1) the shareholders of the Company; and

(2) the independent shareholders of the Company (that is, shareholders of the Company who are notcontrolling shareholders of the Company).

The Board considers His Excellency Shaukat Aziz, Susan Farr, Nicholas George, Gervase MacGregor andAlexander Waugh to be independent Non-Executive Directors. Resolutions 4, 5, 6, 11 and 12 are thereforebeing proposed as ordinary resolutions on which all shareholders may vote, but in addition the Companywill separately count the number of votes cast by independent shareholders in favour of each resolution (asa proportion of the total votes of independent shareholders cast on the resolution) to determine whetherthe threshold referred to in (2) above has been met. The Company will announce the results of theseresolutions both on this basis and as ordinary resolutions.

Under the Listing Rules, if a resolution to re-elect an independent Non-Executive Director is not approvedas explained above at the annual general meeting, a further resolution may be put forward to be approvedby the shareholders as a whole at a general meeting held more than 90, but no more than 120, days afterthe date of the first vote. Accordingly, if any of resolutions 4, 5, 6, 11 and 12 is passed as an ordinaryresolution but not approved by a majority vote of the independent shareholders, the relevant directors willbe treated as having been re-elected only for the period from the date of the vote until the earliest of (i)the close of any general meeting of the Company convened to propose a further resolution to re-elect thatdirector in accordance with the above requirements, (ii) the date which is 120 days after the original vote,and (iii) the date of any announcement by the Board that it does not intend to hold a second vote. In theevent that the director’s re-election is approved by a majority vote of all shareholders at the secondmeeting, the director will remain in office (until his retirement at the next annual general meeting orotherwise); if not, his appointment will be terminated.

Separate resolutions will be proposed at the annual general meeting to elect or re-elect the Directorsstanding and their biographical details may be found on pages 8 and 9 of the Notice of Meeting. This

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includes the additional information about the independent Non-Executive Directors required by the ListingRules relating to controlling shareholders.

Resolution 13: re-appointment of KPMG LLP

The Audit & Risk Committee is aware of the requirement under current and proposed regulations for theCompany to retender for its external audit appointment. Consideration is given each year to an audittender process and the Committee may undertake a tender exercise in 2016 as KPMG LLP has been theGroup’s auditor since the listing of the Company on the London Stock Exchange in 1996. Under thecurrent transitional rules, the latest year in which KPMG would be able to undertake an audit of theCompany is to 31 December 2022. In the meantime the Directors, supported by the Audit & RiskCommittee, recommend to shareholders that KPMG LLP be re-appointed as auditors. The review by theAudit & Risk Committee of KPMG LLP’s effectiveness during the year is described on page 48 of the 2015Annual Report and Accounts.

KPMG LLP is a registered auditor with the Institute of Chartered Accountants in England and Wales.

Resolution 15: to renew the authority given in regard to pre-emption rights under the terms of a Co-operationAgreement with CDL

The Company is party to a Co-operation Agreement with CDL dated 18 April 1996 which was amendedand restated on 14 November 2014 (amongst other things to implement the new requirement of the ListingRules for a company with a controlling shareholder to have in place an agreement which is intended toensure that the controlling shareholder complies with the independence provisions of the Listing Rules).This agreement contains a provision that the Company shall use all reasonable endeavours to ensure thatany issue of voting securities for cash (other than pursuant to an employee or executive share scheme)which takes place while the Company is on the official list, is carried out in a manner that provides CDLwith an opportunity to acquire additional ordinary shares at the time of such proposed issue for cash insuch amounts as are necessary to enable it to maintain its voting rights in the Company at the samepercentage level as it held immediately prior to such issue. The Directors seek renewed approval of thesepre-emption rights as they have done in prior years.

Resolution 16: to renew the authority for political donations and/or political expenditure

Renewed authority is sought to authorise political donations and expenditures in accordance with sections366 and 367 of the Companies Act 2006 within the limits set out in the resolution in the circumstanceswhere the Directors consider the making of such donations or the incurring of such expenditures to be inthe best interests of the Company and shareholders as a whole.

The Company has a policy that it does not make donations to, or incur expenditure on behalf of, politicalparties, other political organisations or independent election candidates. However, the Companies Act 2006contains restrictions on rights to make political donations or the incurring of political expenditure and itdefines these terms very widely, such that activities that form part of the normal relationship between theCompany and bodies concerned with policy review, law reform and other business matters affecting theCompany may be included. Such activities, which are in shareholders’ interests for the Company toconduct, are not designed to support or imply support for a particular political party, other politicalorganisation or independent election candidate. The Company believes that the authority proposed underthis resolution is necessary to ensure that it does not commit any technical breach that could arise fromthe uncertainty generated by the wide definitions contained within the Companies Act 2006 when carryingout activities in the furtherance of its legitimate business interests.

The Company did not make any political donations in 2015.

Resolution 17: to renew the Directors’ authority to allot shares

The Companies Act 2006 requires the Directors to receive authority from shareholders for the allotment ofshares. This resolution would allow the Directors to allot new shares up to a total nominal value of£32,473,243 which represents one third of the Company’s issued share capital as at 1 April 2016, thelatest practicable date before the printing of this Notice of Meeting.

Such authority would expire on the earlier of 30 June 2017 and the date of the Company’s next annualgeneral meeting.

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The Directors have no present intention of exercising this authority except in connection with theCompany’s employee share plans but, as in previous years, consider it desirable that they should have theflexibility to issue new shares from time to time to enable the Company to act in the best interests ofshareholders when opportunities arise.

Renewed Employee Share Plans (Resolutions 18 – 19)

The Company’s current 2006 Long Term Incentive Plan (the ‘‘2006 LTIP’’) and 2006 Sharesave (together,the ‘‘Current Plans’’) will expire shortly. The Board and it’s remuneration committee (the ‘‘RemunerationCommittee’’) is keen to retain the ability to incentivise executives and the wider workforce by using shareawards, including granting tax efficient awards to employees at the levels permitted by relevant taxlegislation and accordingly seeks shareholder approval to renew the Current Plans.

The 2016 LTIP and the 2016 Sharesave Plan (the ‘‘Renewed Plans’’) will continue to operate within the 10per cent dilution limit, which applies to both of the Current Plans, and the 2016 LTIP within the 5 percent discretionary plan dilution limit which applies to the 2006 LTIP. The Company will manage itsremaining capacity within these limits carefully and may use new shares, treasury shares and sharespurchased in the market to satisfy awards under both of the Renewed Plans.

The terms of the Renewed Plans will remain broadly the same as those of the Current Plans with onenotable difference for the 2016 LTIP being the introduction of the ability to impose a post-vesting holdingperiod. Where directors are participants in the Renewed Plans, the terms of their participation will beconsistent with the Directors’ Remuneration Policy.

Resolution 18: Approve the establishment, operation and terms of the 2016 Millennium & Copthorne Hotels plc2016 Long Term Incentive Plan (‘‘2016 LTIP’’)

This resolution proposes the establishment and approval of the 2016 LTIP. If the 2016 LTIP is approved byshareholders, it will apply to LTIP awards granted from the date of the annual general meeting onwards.

Under the 2016 LTIP awards may be granted in the form of options to acquire shares or contingent rightsto receive shares. The key change in the 2016 LTIP, in accordance with current corporate governance bestpractice and the remuneration principles of the Investment Association as updated in November 2015, willbe to introduce a discretion to impose an additional holding period following the vesting of an award, a‘‘post-vesting holding period’’. A decision as to whether a post-vesting holding period will be imposed willbe taken on a grant-by-grant basis.

The Remuneration Committee considers that the 2016 LTIP will remain effective in aligning executives’interests well with those of shareholders, and will continue to be a key component of executive directors’pay, as outlined in the Directors’ Remuneration Policy.

A summary of the principal terms of the 2016 LTIP is set out in Appendix 1 on pages 18 to 20 of thisNotice of Meeting.

Resolution 19: Approve the establishment, operation and terms of the 2016 Millennium & Copthorne Hotels plc2016 Sharesave Plan (‘‘2016 Sharesave Plan’’)

This resolution proposes the establishment and approval of the 2016 Sharesave Plan. The 2016 SharesavePlan is intended to be a tax-advantaged plan under which all qualifying employees are eligible toparticipate on the same basis. Under the 2016 Sharesave Plan, an eligible employee who enters into anapproved savings contract for a period of 3 or 5 years will be granted an option to acquire ordinary sharesin the Company using the proceeds of the savings contract. The exercise price of an option is fixed at thetime the invitation to apply for an option is issued and will not be less than 80% of the market value of ashare at that time. If the 2016 Sharesave Plan is approved by shareholders, it will apply to awards grantedfrom the date of the annual general meeting onwards. A summary of the principal terms of the 2016Sharesave Plan is set out in Appendix 2 on pages 21 to 22 of this Notice of Meeting.

Resolution 20: Authorise the establishment of further plans (or schedules) based on the 2016 LTIP and 2016Sharesave Plan

This resolution enables the Board of Directors to establish separate but commercially similar share plans(or schedules) based on the 2016 LTIP and the 2016 Sharesave Plan to enable the grant of options andawards to employees outside the UK, taking account of local tax, exchange control and securities laws

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issues in the relevant jurisdictions. Any shares available under such separate plans will count towards theindividual and overall participation limits in the 2016 LTIP and the 2016 Sharesave Plan, respectively.

Resolution 21: to renew the Directors’ authority to disapply pre-emption rights over certain issues of shares

The Companies Act 2006 requires that, subject to certain exceptions, before directors of a company canissue any new shares for cash, the new shares must first be offered to existing members of the company inproportion to the number of shares which they hold at the time of the offer.

This resolution would, as set out in the Company’s Articles of Association, allow the Directors to disapplythe pre-emption provisions contained in the Companies Act 2006 in order to allot shares (including anyshares which the Company has purchased and elected to hold as treasury shares) for cash:

(a) up to a nominal value of £4,870,986 which is approximately 5 per cent of the Company’s issuedshare capital as at 1 April 2016; or

(b) in a rights issue or other pre-emptive offer.

This means that the proportionate interest of existing shareholders could not, without their agreement, bereduced by more than 5 per cent by the issue of new shares or the sale of treasury shares for cash to newshareholders pursuant to this disapplication.

Such authority would expire on the earlier of 30 June 2017 and the date of the Company’s next annualgeneral meeting.

Resolution 22: to renew the Directors’ authority to purchase own shares

Authority will be sought to renew the Directors’ ability to arrange the market purchase of the Company’sshares pursuant to section 701 of the Companies Act 2006 and subject to the limits set out in theresolution. The Company may either cancel any shares it purchases under this authority or transfer theminto treasury (and subsequently sell or transfer them out of treasury or cancel them). There is no currentintention to exercise the authority and it will only be used where the Directors believe that it would beaccretive to earnings per share and in the best interests of shareholders generally.

The total number of options over ordinary shares outstanding as at 1 April 2016 was approximately165,061 representing approximately 0.0508% of the issued share capital. If the authority to buy backordinary shares under this resolution were exercised in full, the total number of options to subscribe forordinary shares outstanding as at 1 April 2016 would, assuming no further ordinary shares were issued,represent 0.0565% of the issued share capital (excluding treasury shares).

Resolution 23: to authorise general meetings, other than an annual general meeting, to be held on 14 clear days’notice

The Company’s Articles of Association allow the Directors to call general meetings other than annualgeneral meetings on 14 clear days’ notice. However, under the Companies (Shareholders’ Rights)Regulations 2009 all general meetings must be held on 21 days’ notice, unless Shareholders agree to ashorter notice period. This resolution seeks to renew the authority granted by Shareholders at last year’sannual general meeting which preserved the Company’s ability to call general meetings, other than annualgeneral meetings, on 14 clear days’ notice, such authority to be effective until the earlier of 30 June 2017and the date of the Company’s next annual general meeting, when a similar resolution will be proposed.The Directors confirm that the shorter notice period would not be used as a matter of routine, but onlywhere flexibility is merited by the business of the meeting and it is thought to be to the advantage ofShareholders as a whole. An electronic voting facility will be made available to all Shareholders for anymeeting held on such notice.

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NOTES

1. A member of the Company entitled to attend, speak and vote at the meeting convened by the Noticeof Meeting set out on pages 5 to 7 may appoint a proxy to exercise all or any of his/her rights toattend, speak and vote at the meeting on his/her behalf. A proxy need not be a member of theCompany. Appointment of a proxy will not subsequently preclude a member from attending andvoting at the meeting in person if he or she so wishes. A member may appoint more than one proxyprovided that each proxy is appointed to exercise the rights attached to different shares held by themember. To appoint more than one proxy you should contact the Company’s Registrar at thefollowing address: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

2. A form of proxy for use at the meeting is included. To be valid, the form of proxy must be receivedby post or (during normal business hours only) by hand at the office of the Company’s Registrar,Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than48 hours before the time appointed for holding the annual general meeting.

3. Information regarding electronic and CREST voting is shown on page 17.

4. The right to appoint a proxy does not apply to persons whose shares are held on their behalf byanother person and who have been nominated to receive communications from the Company inaccordance with section 146 of the Companies Act 2006 (‘‘Nominated Persons’’). Nominated Personsmay have a right under an agreement with the registered shareholder who holds the shares on theirbehalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominatedpersons do not have such a right, or do not wish to exercise it, they may have a right under such anagreement to give instructions to the person holding the shares as to the exercise of voting rights.

5. To be entitled to attend and vote at the meeting, and for the purposes of determining how manyvotes the member may cast, members must be entered in the Company’s register of members at6.00 pm, UK time on 3 May 2016 (or, in the event of any adjournment, at 6.00 pm, UK time on thedate which is two days before the date of the adjourned meeting). Changes to entries in the registerof members after that time are disregarded in determining the rights of any person to attend and voteat the meeting.

6. Any corporation which is a member can appoint one or more corporate representatives who mayexercise on its behalf all of its powers as a member provided that, if more than one corporaterepresentative is appointed, they do not do so in relation to the same shares.

7. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set outin that section have the right to require the Company to publish on a website a statement setting outany matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and theconduct of the audit) that are to be laid before the annual general meeting; or (ii) any circumstanceconnected with an auditor of the Company ceasing to hold office since the previous meeting atwhich annual accounts and reports were laid in accordance with section 437 of the Companies Act2006. The Company may not require the shareholders requesting any such website publication to payits expenses in complying with sections 527 or 528 of the Companies Act 2006. Where theCompany is required to place a statement on a website under section 527 of the Companies Act2006, it must forward the statement to the Company’s auditor not later than the time when it makesthe statement available on the website. The business which may be dealt with at the annual generalmeeting includes any statement that the Company has been required under section 527 of theCompanies Act 2006 to publish on a website.

8. Any member attending the meeting has the right to ask questions. The Company must cause to beanswered any such question relating to the business being dealt with at the meeting but no suchanswer need be given if (a) to do so would interfere unduly with the preparation for the meeting orinvolve the disclosure of confidential information, (b) the answer has already been given on awebsite in the form of any answer to a question, or (c) it is undesirable in the interests of theCompany or the good order of the meeting that the question be answered.

9. A copy of this Notice of Meeting, and other information required by s311A of the Companies Act2006, can be found at www.millenniumhotels.com.

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10. As at 31 March 2016 (being the last business day prior to the publication of this Notice of Meeting)the Company’s issued share capital consists of 324,732,433 ordinary shares carrying one vote each.Therefore the total voting rights in the Company as at 1 April 2016 are 324,732,433.

11. The following documents may be inspected during business hours at the Company’s CorporateOffice, Scarsdale Place, Kensington, London W8 5SR and at the Company’s registered office on aweekday (public holidays excluded) until the time of the meeting and at the place of the annualgeneral meeting from 15 minutes before the meeting until the end of the meeting;

a) Copies of all service contracts between the Directors and the Company and the terms andconditions of appointment of Non-Executive Directors as well as the Director’s contracts ofindemnity; and

b) Copies of the draft rules of the 2016 LTIP and the 2016 Sharesave Plan.

12. Members who wish to communicate with the Company in relation to the meeting should do so usingthe following means: (i) by writing to the Company Secretary at the registered office address; (ii) bywriting to the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN996DA; or (iii) by using the Shareholder Helpline; (UK) 0371 3842343. Lines open 8.30 am to 5.30 pm,Monday to Friday. For callers outside the UK, please contact the Equiniti Limited overseas helplineon +44 121 415 7047. No other methods of communication will be accepted. In particular you maynot use any electronic address provided either in this Notice of Meeting or in any related documentsto communicate with the Company for any purposes other than those expressly stated.

Attending the Meeting

If you are planning to attend the annual general meeting, the Chelsea Harbour Hotel, Chelsea Harbour,London SW10 0XG is a short walk from Imperial Wharf station, which can be accessed from the LondonOverground line.

If you are planning to drive, the hotel sits outside the London Congestion Charge zone and there is apaying car park very close to the hotel.

Disclaimer

Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinkson the Company’s website is incorporated into, or forms part of, this Notice of Meeting.

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INFORMATION FOR SHAREHOLDERS

Electronic Proxy Voting

You may, if you wish, register the appointment of a proxy or voting instructions for the meetingelectronically by logging on to www.sharevote.co.uk. You will need your Reference Number (this is the25-digit number printed on the face of the Form of Proxy). Full details of the procedure are given on thewebsite. The proxy appointment and/or voting instructions must be received by Equiniti not later than10.00 am on Tuesday, 3 May 2016. Please note that any electronic communication sent to the Companyor the Registrar that is found to contain a computer virus will not be accepted. The use of the internetservice in connection with the annual general meeting is governed by the Registrar’s conditions of use setout on the website www.sharevote.co.uk, and may be read by logging on to that site.

If you are not planning to come to the meeting and wish to vote on any of the resolutions, the Form ofProxy must be returned to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA toarrive no later than 10.00 am on Tuesday, 3 May 2016. If the card is posted in the United Kingdom, Isleof Man or Channel Islands there is no postage to pay.

CREST Voting

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointmentservice may do so for the annual general meeting to be held on Thursday, 5 May 2016 and anyadjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed atwww.euroclear.com. CREST Personal Members or other CREST sponsored members, and those CRESTmembers who have appointed a voting service provider(s), should refer to their CREST sponsor or votingservice provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriateCREST message (a ‘‘CREST Proxy Instruction’’) must be properly authenticated in accordance withEuroclear’s specifications and must contain the information required for such instructions, as described inthe CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or anamendment to an instruction given to a previously appointed proxy must, in order to be valid, betransmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxyappointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to bethe time (as determined by the timestamp applied to the message by the CREST Applications Host) fromwhich the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed byCREST. After this time any change of instructions to proxies appointed through CREST should becommunicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normalsystem timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It isthe responsibility of the CREST member concerned to take (or, if the CREST member is a CREST PersonalMember or sponsored member or has appointed a voting service provider(s), to procure that his CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. In this connection, CREST members and,where applicable, their CREST sponsors or voting service providers are referred, in particular, to thosesections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation35(5)(a) of the Uncertificated Securities Regulations 2001.

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Appendix 1

Summary of the principal terms of the 2016 Millennium & Copthorne Hotels plc Long Term Incentive Plan(the ‘2016 LTIP’)

1. INTRODUCTION

The 2016 LTIP will enable selected employees to be granted awards in respect of ordinary shares inthe capital of the Company. Awards may be granted in the form of:

* nil or nominal cost options to acquire shares; or

* contingent rights to receive shares.

Awards will not normally vest until the third anniversary of the award date, or, if later, the date onwhich the Board of Directors or a designated committee (the ‘‘Board’’) determines whether anytargets relating to the performance of the Company over a specified period (the ‘‘CompanyPerformance Targets’’ and the ‘‘Performance Period’’) and any other conditions attaching to theaward (‘‘Other Targets’’), have been satisfied. Awards will only vest at such time if and insofar asany Company Performance Targets and any Other Targets have been met. Awards may also take theform of deferred bonus awards, which will not be subject to Company Performance Targets(‘‘Deferred Share Bonus Award’’).

Awards are not transferable (except on death) and are not pensionable benefits. Awards may besatisfied by newly issued shares, shares purchased in the market by an employees’ trust or by thetransfer of treasury shares. Awards may also be granted as cash awards or settled in cash.

Operation of the 2016 LTIP will be overseen by the Board.

2. ELIGIBILITY

Employees (including executive directors) of the Company or of any of its subsidiaries will be eligibleto participate in the 2016 LTIP, at the discretion of the Board.

3. INDIVIDUAL LIMITS

The maximum number of shares that may be awarded to a participant in any financial year of theCompany will be limited so that the market value of such shares on the date of the award will notnormally exceed 150 per cent of basic salary. If the Board considers that exceptional circumstancesexist that justify a higher amount (including, but not limited to, the recruitment of a new executivedirector), shares with a value of up to 200 per cent of basic salary may be awarded.

The market value of Shares over which any Deferred Share Bonus Award may be granted on anyoccasion shall be the amount of any cash bonus that would otherwise be awarded under any cashbonus arrangement but where it is decided, instead to grant a Deferred Share Bonus Award of anequivalent value.

4. GRANT OF SHARE AWARDS

Awards will normally be granted during the period of 6 weeks beginning with the dealing dayfollowing the announcement of the Company’s results for any period. Awards may be granted atother times when the Board considers that exceptional circumstances exist, subject in all cases to anyrelevant restrictions on dealings in shares. No awards may be made more than 10 years after theapproval of the 2016 LTIP by shareholders. No payment will be required for the grant of an award.

5. DILUTION LIMITS

Awards may be granted over unissued or existing shares. The number of new shares issued orremaining capable of being issued pursuant to awards under the 2016 LTIP and the Company’s otherexecutive and employee share plans in any period of 10 years, will not exceed 10 per cent of theordinary share capital of the Company in issue from time to time.

The number of new shares issued or remaining capable of being issued pursuant to awards under the2016 LTIP and the Company’s other executive share plans in any period of 10 years, will not exceed5 per cent of the ordinary share capital of the Company in issue from time to time.

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If awards are to be satisfied by a transfer of existing shares, the percentage limits stated above willnot apply. Insofar as it is necessary to ensure compliance with guidelines issued from time to time bythe Investment Association, the percentage limits will apply to awards satisfied by the transfer oftreasury shares.

6. VESTING OF AWARDS

The vesting of awards will normally be subject to the attainment of the Company PerformanceTargets over the Performance Period and any Other Targets, as set by the Board at the time theawards are made.

Company Performance Targets for the grant of awards under the 2016 LTIP will be as outlined in theDirectors’ Remuneration Report and that award and for future awards will be consistent with theDirectors’ Remuneration Policy in force from time to time (the ‘‘Remuneration Policy’’). Once set,Company Performance Targets may be varied by the Board, but only in specified circumstancesincluding that the altered Company Performance Targets will, in the opinion of the Board, not bematerially less difficult to satisfy than the Company Performance Targets as originally set and, in thecase of awards to directors, in accordance with the Remuneration Policy.

7. POST-VESTING HOLDING PERIOD

The Board will have discretion to impose a post-vesting holding period. If the Board determines thata post-vesting holding period will apply, it may involve a prohibition on the sale of some or all ofany vested shares or the deferral of the vesting of an award, in either case no later than the fifthanniversary of the award date.

8. LEAVING EMPLOYMENT

Awards lapse on the earlier of the giving or receiving of notice and cessation of employment unlessthe participant is a ‘‘good leaver’’. A participant is a ‘‘good leaver’’ if they leave due to death, ill-health, injury, disability, the sale of the participant’s employing company or business, retirement orotherwise at Board discretion. Awards held by good leavers vest on cessation, subject to anyCompany Performance Targets or Other Targets being achieved and a time pro-rata reduction. TheBoard can defer the vesting of awards to the normal vesting date and/or waive time pro-rating.

If a Deferred Share Bonus Award Vests to a ‘‘good leaver’’, the Board shall have discretion todetermine the number (if any) of vested shares of that award.

9. MALUS AND CLAWBACK

Awards may be subject to adjustment at any time if the Board determines that the relevantcircumstances apply, including but not limited to where there has been a material misstatement ofthe Company’s financial results or an error in assessing any applicable Company Performance Targetsor Other Targets. The Board may implement any such adjustment by reducing the number of sharessubject to that award or reducing the amount of the participant’s current or future annual bonus orother unvested long-term incentive awards and/or a requirement to make a cash payment.

10. CORPORATE EVENTS

In the event of a takeover of the Company, scheme of arrangement or voluntary winding-up of theCompany, awards shall vest early but normally only in respect of a time-apportioned proportion ofsuch of the award shares as the Board shall determine, having regard to the extent to which theCompany Performance Targets and any Other Targets are likely to be satisfied. The Board may waivethe time pro-rata requirement if it sees fit. On an internal reorganisation, replacement awards may beoffered.

In the event of a demerger, awards may, if the Board so determines, vest early but normally only inrespect of a time-apportioned proportion of such of the award shares as the Board may determine,having regard to the extent to which the Company Performance Targets and any Other Targets arelikely to be satisfied. The Board may waive the time pro-rata requirement if it sees fit.

If a Deferred Share Bonus Award vests on a corporate event, the Board shall have discretion todetermine the number (if any) of vested shares of that award.

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11. DIVIDENDS ON AWARD SHARES

An award may be made on terms that, if and when the award vests or is exercised, the participantwill be entitled to receive an amount equal to the dividends which would have been paid to theparticipant on such vested shares during the period from grant until vesting had the participant beenthe legal owner of such shares during that time. This amount may be delivered in shares or in cash.

12. ADJUSTMENT OF SHARE AWARDS

If there is any variation of the Company’s ordinary share capital or a demerger, special dividend orsimilar event which affects the market price of shares to a material extent, the Board may adjust thenumber of shares subject to awards.

13. RIGHTS ATTACHING TO SHARES

Shares allotted or transferred under the 2016 LTIP will rank pari passu with shares of the same classthen in issue.

14. AMENDMENT

The Board may amend the 2016 LTIP in any respect. However, the provisions governing eligibilityrequirements, equity dilution, individual participation limits, the basis for determining a participant’sentitlement to, and the terms of, shares or cash provided under the 2016 LTIP and the adjustmentsthat may be made following any variation of capital cannot be altered to the advantage of existing ornew participants without the prior approval of the Company’s shareholders in general meeting. Thereis an exception for minor amendments to benefit the administration of the 2016 LTIP, to take accountof a change in legislation or to obtain or maintain favourable tax, exchange control or regulatorytreatment for participants in the 2016 LTIP or for any member of the Group.

This summary does not form part of the rules of the 2016 LTIP and should not be taken as affecting theinterpretation of their detailed terms and conditions. The Board reserves the right up to the time of the AnnualGeneral Meeting to make such amendments and additions to the rules of the 2016 LTIP as it may considerappropriate, provided that such amendments do not conflict in any material respect with this summary.

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Appendix 2

Summary of the principal terms of the 2016 Millennium & Copthorne Hotels plc Sharesave Plan (the ‘2016Sharesave Plan’)

1. INTRODUCTION

The 2016 Sharesave Plan is intended to be a tax-advantaged Schedule 3 SAYE option scheme for thepurposes of UK tax legislation. All eligible employees must be invited to participate in the 2016Sharesave Plan. Employees who agree to join and to make monthly savings will be granted optionsto acquire ordinary shares in the capital of the Company on the terms summarised below.

Options are not transferable (except on death) and are not pensionable benefits. Options may besatisfied by newly issued shares, shares purchased in the market by an employees’ trust or by thetransfer of treasury shares.

Operation of the 2016 Sharesave Plan will be overseen by the Board of Directors or a designatedcommittee (the ‘‘Board’’).

2. ELIGIBILITY

Any UK based employee (including any full-time director) of the Company or other participatingsubsidiary who has been employed for a qualifying period of such length as the Board maydetermine from time to time (but not exceeding 5 years) and any other employee who is nominatedby the Board is eligible to participate in the 2016 Sharesave Plan.

3. ISSUE OF INVITATIONS

Invitations to apply for options will normally be issued during the period of 6 weeks beginning withthe dealing day following the announcement of the Company’s results for any period. Invitations maybe issued at other times when the Board considers that exceptional circumstances exist. Noinvitations may be issued more than 10 years after approval of the 2016 Sharesave Plan byshareholders.

4. EXERCISE PRICE

The price per share at which shares may be acquired upon exercise of an option is determined bythe Board before options are granted on any occasion. It must not be less than the higher of:

* 80 per cent of the market value of a share when invitations are issued to participants; and

* in the case of options to subscribe for shares, the nominal value of a share.

5. MONTHLY SAVINGS

Any employee who applies for an option under the 2016 Sharesave Plan must enter into an HMRCapproved ‘‘save as you earn’’ contract (the ‘‘Savings Contract’’). The employee agrees to enter aSavings Contract for a period of 3 or 5 years and make monthly savings contributions of a fixedamount, currently of not less than £5 or more than £500, over 3 or 5 years. The employee may electto apply the proceeds of the Savings Contract to exercise the option and acquire shares.Alternatively, the employee may choose to withdraw the proceeds of the Savings Contract.

6. EXERCISE OF OPTIONS

Options under the 2016 Sharesave Plan will normally be exercisable only during the period of sixmonths from the maturity of the Savings Contract.

7. LEAVING EMPLOYMENT

Early exercise is permitted following death or cessation of employment by reason of injury, disability,redundancy, retirement, a TUPE business transfer, a participant’s employer company ceasing to be an‘‘associated company’’, or where the business or part of the business which employs the participantis transferred to a company outside the Group.

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In such cases, options may be exercised within six months of leaving to the extent that the fundsthen available in the employee’s Savings Contract permit. In the case of death, personalrepresentatives may normally exercise at any time within twelve months of the date of death.

Otherwise options will lapse on cessation of employment.

8. CORPORATE EVENTS

Early exercise of options is permitted in the event of a takeover, reconstruction or voluntary winding-up of the Company. Alternatively, in the case of a takeover or reconstruction, optionholders may beoffered the opportunity to release their options in consideration of the grant of options over shares inthe acquiring company or its parent company.

9. DILUTION LIMIT

Awards may be granted over unissued or existing shares. The number of new shares issued orremaining capable of being issued pursuant to awards under the 2016 Sharesave Plan and theCompany’s other executive and employee share plans in any period of 10 years will not exceed10 per cent of the ordinary share capital of the Company in issue from time to time.

If awards are to be satisfied by a transfer of existing shares, this percentage limit will not apply.Insofar as it is necessary to ensure compliance with the guidelines issued from time to time by theInvestment Association, the percentage limit will apply to awards satisfied by the transfer of treasuryshares.

10. RIGHTS ATTACHING TO SHARES

Shares allotted or transferred under the 2016 Sharesave Plan will rank pari passu with shares of thesame class then in issue.

11. VARIATION OF SHARE CAPITAL

If there is a variation in the ordinary share capital of the Company, the Board may make suchadjustments as it considers appropriate to the number, amount or description of shares subject to anyoption; the exercise price payable upon the exercise of any option; and/or the acquisition cost ofshares that have not been allotted or transferred following exercise of an option, provided that themarket value and exercise price must be substantially the same before and after the variation incapital.

12. ALTERATION OF THE 2016 SHARESAVE PLAN

The Board may amend the 2016 Sharesave Plan in any respect. However, the provisions governingeligibility requirements, equity dilution, individual participation limits, the basis for determining aparticipant’s entitlement to, and the terms of, shares provided under the 2016 Sharesave Plan and theadjustments that may be made following a rights issue or any other variation of capital cannot bealtered to the advantage of existing or new participants without the prior approval of the Company’sshareholders in general meeting. There is an exception for minor amendments to benefit theadministration of the 2016 Sharesave Plan, to take account of a change in legislation or to obtain ormaintain favourable tax, exchange control or regulatory treatment for participants in the 2016Sharesave Plan or for any member of the Group or associated company.

This summary does not form part of the rules of the 2016 Sharesave Plan and should not be taken asaffecting the interpretation of their detailed terms and conditions. The Board reserves the right up to thetime of the Annual General Meeting to make such amendments and additions to the rules of the 2016Sharesave Plan as it may consider appropriate, provided that such amendments do not conflict in anymaterial respect with this summary.

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Black&Callow — c111973