Common use of Extendable provisions Clause in Contracts

Extendable provisions. Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Floating Rate Provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance Provisions: Time of Delivery: Closing Location for Delivery of Securities: Names and Addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Extendable provisions. The Designated Securities are repayable on ________, ___ [insert day and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ , and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year year maturities as of the [insert interest date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate Provisions: Initial The initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month-month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of the Interest Differential (the excess, if any, of (i) then currently the then-current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then the then-current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from and thereafter the rate will be the then-current interest yield equivalent plus % of the Interest Differential].] Time of Delivery: [time and date], 20 Closing Location: The offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Funds in which Underwriters to make Payment: [Immediately available funds] [[New York] Clearing House funds] Delayed Delivery: [None] [Underwriters’ commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Minimum aggregate principal amount of Designated Securities to be offered and sold pursuant to Delayed Delivery Contracts: $ .] [Additional Comfort Procedures:] [Other Terms:] EXHIBIT A TO PRICING AGREEMENT Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Term Sheet, dated [_________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance ProvisionsFinal Term Sheet Issuer: Time of DeliveryFord Motor Company Size: Closing Location for Delivery of SecuritiesMaturity: Names and Addresses of RepresentativesCoupon: Designated Representatives: Address for Notices, etc.Trade Date: [Other TermsInitial Interest Determination Date:] Issue Date: Settlement Date: Price to Public: [Proceeds (Before Expenses) to Issuer]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached : Interest Payment [and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing ProspectusReset] Dates:

Extendable provisions. Purchased Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Purchased Securities are Floating Rate floating rate debt Securities insert ---] securities, insert— Floating Rate Provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently the then-current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then then-current interest yield equivalent plus ___% of Interest Differential].] [If Purchased Securities are exchangeable securities, insert — Exchangeable Note: Whether the Purchased Securities are Optionally Exchangeable or Mandatorily Exchangeable or are otherwise a form of exchangeable security.] Defeasance Provisions: Time of Deliveryprovisions: Closing Location for Delivery of Purchased Securities: Names and Addresses of RepresentativesDocuments to be Delivered: Designated Representatives: Address for Notices, etc.The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing: [Other TermsNone]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Extendable provisions. [Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [No extendable provisions.] [If Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate Provisionsrate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance Provisionsprovisions: Overallotment Option: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and Addresses of Representatives: Designated Representatives: Address for NoticesCitigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, etc.: [Xxx Xxxx 00000 Xxxxxx Xxxxxx of America HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 United States of America Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America NatWest Markets Securities Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxx Xxxxxx of America Other Terms]* * A description of particular tax, accounting : UK MiFIR/MiFID II professionals/ECPs-only/No PRIIPs or other unusual features UK PRIIPS key information document (such “KID”) – Xxxxxxx Sachs & Co. LLC is a manufacturer under the UK MiFIR Product Governance Rules. No PRIIPs or UK PRIIPS KID has been prepared as the addition of event risk language) Designated Securities are not available to retail investors in the European Economic Area or the United Kingdom. Any offer of the Securities should be set forthDesignated Securities, or referenced to an attached each announcement thereof and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form any document in which such features an offer is made or announced will be comply with the laws and regulations of any State where persons to whom the offer is made are resident. As described in the Prospectus Supplement for the offeringProspectus. SCHEDULE III Issuer Free Writing Prospectus:III

Extendable provisions. Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Floating Rate ProvisionsDebt Securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, , _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance ProvisionsDEFEASANCE PROVISIONS: Time of DeliveryOVERALLOTMENT OPTION: Closing Location for Delivery of SecuritiesTIME OF DELIVERY: Names and Addresses of RepresentativesCLOSING LOCATION: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [Other TermsOTHER TERMS]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Extendable provisions. Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate floating rate debt Securities insert ---] Floating Rate Provisionssecurities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance Provisions[If the Designated Securities are convertible, insert -- CONVERSION PROVISIONS: Time The initial conversion price will be $ , equivalent to shares of DeliveryCommon Stock for each $1,000 principal amount of Designated Securities.] DEFEASANCE PROVISIONS: Closing Location for Delivery The provisions of Securities: Names and Addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) Article of the Securities should Indenture [will/will not] be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as applicable to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:Designated Securities.

Extendable provisions. Designated Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate floating rate debt Securities insert ---] Floating Rate Provisionssecurities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates month][securities][certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance ProvisionsDEFEASANCE PROVISIONS: Time of DeliveryEXCHANGE OR CONVERSION PROVISIONS: Closing Location for Delivery of SecuritiesCLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: Names and Addresses of RepresentativesADDITIONAL CLOSING CONDITIONS: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk languageParagraph 7(g) of the Securities Underwriting Agreement should be set forthmodified in the event that the Securities are denominated in, indexed to, or referenced to an attached and accompanying descriptionprincipal or interest are paid in, if necessary to ensure agreement as a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the terms of banking moratorium and hostilities clauses and the Securities following additional clause should be added to the paragraph (the entire paragraph should be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:restated, as amended):

Extendable provisions. [Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, __% and thereafter annual [semi-]annual] interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Floating Rate Provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance Provisions: Time of Delivery: [Time and date], 19 Closing Location Location: Delayed Delivery: [None] [Underwriters' commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of Securities: .] Names and Addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : ANNEX II DELAYED DELIVERY CONTRACT ------------------------- Xxxxxxxx Soup Company Xxxxxxxx Place Camden, New Jersey c/o [Name and Address of particular taxdesignated Representative] ____________, accounting 199_ Attention: Dear Sirs: The undersigned hereby agrees to purchase from Xxxxxxxx Soup Company (hereinafter called the "Company"), and the Company agrees to sell to the undersigned, $............................................................... principal amount of the Company's [Title of Designated Securities] (hereinafter called the "Designated Securities"), offered by the Company's Prospectus dated , 199_, as amended or other unusual features supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth in this contract. The undersigned will purchase the Designated Securities from the Company on , 199_ (the "Delivery Date") and interest on the Designated Securities so purchased will accrue from __________, 199_. [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Principal Date from Which Delivery Date Amount Interest Accrues ------------- --------- ---------------- , 199_ $ , 199_ , 199_ $ , 199_ Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date".] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in __________ Clearing House funds at the office of __________, __________, __________, or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned on the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the addition of event risk language) undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities should on [the] (each] Delivery Date shall be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as subject to the terms condition that the purchase of the Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that underwriters (the "Underwriters") are also purchasing Designated Securities from the Company, but that the obligations of the undersigned hereunder are not contingent on such purchases.) Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and soldbe binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of other. Such a description might appropriately This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company's sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form in which of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such features will be described in counterpart is so mailed or delivered by the Prospectus Supplement for the offeringCompany. SCHEDULE III Issuer Free Writing ProspectusYours very truly, --------------------------------------- By: ----------------------------------- (Signature) ----------------------------------- (Name and Title) ----------------------------------- (Address) Accepted, __________,199_ XXXXXXXX SOUP COMPANY By: ------------------------- Name: Title:

Extendable provisions. Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate Provisionsrate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance Provisionsprovisions: Overallotment Option: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and Addresses designated addresses of Representatives: Designated Representatives: Address for NoticesCitigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, etc.: [Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Nomura Securities International, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Other Terms]* * A description of particular tax, accounting or other unusual features : No PRIIPs key information document (such “KID”) –No PRIIPs KID has been prepared as the addition of event risk language) Designated Securities are not available to retail investors in the European Economic Area. Any offer of the Securities should be set forthDesignated Securities, or referenced to an attached each announcement thereof and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form any document in which such features will be described in an offer is made or announced comply with the Prospectus Supplement for laws and regulations of any State where persons to whom the offeringoffer is made are resident. SCHEDULE III Issuer Free Writing Prospectus:III

Extendable provisions. [Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate Provisionsrate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance Provisionsprovisions: Overallotment Option: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and Addresses addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]* * A description : ANNEX II [Form of particular tax, accounting or other unusual features Opinion of English Counsel] [NAME OF UNDERWRITERS] (such the “Underwriters”) [ADDRESS] and JPMorgan Chase Bank as Trustee (the addition of event risk language“Trustee”) [ADDRESS] [•] Our ref: SRRE/PDXS Dear Sirs InterContinental Hotels Group PLC (the “Issuer”) U.S.$[•] [•] per cent. Notes due [•] (the “Notes”) Guaranteed by Six Continents PLC (the “Guarantor”) 1 We have acted as English legal advisers to the Issuer and the Guarantor in connection with the issue of the Securities should be set forth, or referenced to an attached Notes and accompanying description, if necessary to ensure agreement as to we have taken instructions solely from the terms of Issuer and the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:Guarantor.

Extendable provisions. Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate Provisionsrate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance Provisionsprovisions: Overallotment Option: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and Addresses designated addresses of Representatives: Designated Representatives: Address for NoticesBarclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, etc.: [XX 00000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 UBS Securities LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Other Terms]* * A description of particular tax, accounting or other unusual features : MiFID II professionals/ECPs-only/ No PRIIPs key information document (such “KID”) – Xxxxxxx Xxxxx & Co. LLC is a Manufacturer under the Product Governance Rules. Each Manufacturer target market for MIFID II product governance purposes is eligible counterparties and professional clients only (all distribution channels). No PRIIPs KID has been prepared as the addition of event risk language) Designated Securities are not available to retail in the European Economic Area. Any offer of the Securities should be set forthDesignated Securities, or referenced to an attached each announcement thereof and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form any document in which such features will be described in an offer is made or announced comply with the Prospectus Supplement for laws and regulations of any State where persons to whom the offeringoffer is made are resident. SCHEDULE III Issuer Free Writing Prospectus:III

Extendable provisions. Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate Provisionsrate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance Provisionsprovisions: Overallotment Option: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and Addresses designated addresses of Representatives: Designated Representatives: Address for NoticesBofA Securities, etc.: [Other Terms]* * A description Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of particular taxAmerica Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, accounting or other unusual features Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Credit Suisse Securities (such as the addition USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxxxx Xxxxxx of event risk languageAmerica Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of the America Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America NatWest Markets Securities should be set forthInc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, or referenced to an attached and accompanying descriptionXxxxxxxxxxx 00000 Xxxxxx Xxxxxx of America RBC Capital Markets, if necessary to ensure agreement as to the terms LLC Brookfield Place 200 Xxxxx Street, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of the America Santander Investment Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:Inc. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Standard Chartered Bank Xxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx

Extendable provisions. Purchased Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial The initial annual interest rate will be ___%, and thereafter the annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Purchased Securities are Floating Rate floating rate debt Securities insert ---] securities, insert— Floating Rate Provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently the then-current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then then-current interest yield equivalent plus ___% of Interest Differential].] [If Purchased Securities are exchangeable securities, insert – Exchangeable Note: Whether the Purchased Securities are Optionally Exchangeable or Mandatorily Exchangeable or are otherwise a form of exchangeable security.] Defeasance Provisions: Time of Deliveryprovisions: Closing Location for Delivery of Purchased Securities: Names and Addresses of RepresentativesDocuments to be Delivered: Designated Representatives: Address for Notices, etc.The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing: [Other TermsNone]* * A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. SCHEDULE III Issuer Free Writing Prospectus:

Extendable provisions. [Securities are repayable on ________, ___ [insert day date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [No extendable provisions.] [If Securities are Floating Rate debt Securities insert ---] Debt Securities, insert— Floating Rate Provisionsrate provisions: Initial annual interest rate will be ___% through ___[and thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the then current interest yield equivalent plus ___% of Interest Differential].] Defeasance Provisionsprovisions: Overallotment Option: Time of Delivery: Closing Location for Delivery of SecuritiesLocation: Names and Addresses of Representatives: Designated Representatives: Address for NoticesBofA Securities, etc.: [Inc. One Bryant Park New York, New York 10036 United States of America Deutsche Bank Securities Inc. 0 Xxxxxxxx Xxxxxx New York, NY 10019 United States of America RBC Capital Markets, LLC Brookfield Place 000 Xxxxx Xxxxxx, 8th Floor New York, NY 10281 United States of America Standard Chartered Bank One Basinghall Avenue London EC2V 5DD United Kingdom Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, NY 10019 United States of America BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx New York, NY 10019 United States of America Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, NY 10282 United States of America Other Terms]* * A description of particular tax, accounting : UK MiFIR/MiFID II professionals/ECPs-only/No PRIIPs or other unusual features UK PRIIPS key information document (such “KID”) – Standard Chartered Bank is a manufacturer under the UK MiFIR Product Governance Rules. No PRIIPs or UK PRIIPS KID has been prepared as the addition of event risk language) Designated Securities are not available to retail investors in the European Economic Area or the United Kingdom. Any offer of the Securities should be set forthDesignated Securities, or referenced to an attached each announcement thereof and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form any document in which such features an offer is made or announced will be comply with the laws and regulations of any State where persons to whom the offer is made are resident. As described in the Prospectus Supplement for the offeringProspectus. SCHEDULE III Issuer Free Writing Prospectus:III