Ivanhoe Mines : 2022 Management Proxy Circular

MANAGEMENT PROXY CIRCULAR

Notice of 2022 Annual General and Special Meeting of Shareholders

June 29, 2022

"The start of copper production in May 2021 marked a monumental milestone not only for Ivanhoe Mines, but also for Kamoa-Kakula's host country - the Democratic Republic of Congo, our young, dedicated Congolese employees, and local communities. We all are extremely proud to be part of this remarkable achievement, which is a true reflection

of Ivanhoe's 24 years of tenacity and commitment to the country and industry."

Yufeng (Miles) Sun

Non-ExecutiveCo-Chairman

Aerial view of the Kamoa-Kakula Mining Complex.

FRONT COVER: KAMOA-KAKULA MINING COMPLEX.

IVANHOE MINES 2022 MANAGEMENT PROXY CIRCULAR

Daily safety meeting at Kipushi Project's main production shaft, Shaft 5.

What's inside

This management proxy circular includes important information about our 2022 shareholder meeting, the items of business and how to vote your shares.

It also tells you about governance at Ivanhoe Mines and how we pay our executives and directors. Please read it carefully and then vote.

MESSAGE TO SHAREHOLDERS	02
NOTICE OF OUR 2022 ANNUAL GENERAL	04
AND SPECIAL MEETING
GENERAL INFORMATION	05
KEY TERMS	06
1. ABOUT THE SHAREHOLDER MEETING	07
When and where	08
Business of the meeting	08
Voting information	17
About the nominated directors	21
2. CORPORATE GOVERNANCE	35
Building an effective brand	35
Board responsibilities	42
Board committees	45
Additional information about the Board	47
3. DIRECTOR COMPENSATION	48
4. EXECUTIVE COMPENSATION	54
Message from the Chair of the Compensation	55
Committee
Compensation discussion and analysis	58
Compensation details	78
5. OTHER INFORMATION	94
6. APPENDIX	95

Indicates further information on our website,

www.ivanhoemines.com

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Message to shareholders

MESSAGE TO SHAREHOLDERS

Robert M. Friedland

To our shareholders,

The past two years have been defined by

great challenges and even greater achievements. We all have confronted the COVID-19 pandemic and its lasting social and economic impacts, and now, the worldwide effects of the ongoing conflict in Europe. In addition, lurking ever in the background, the insidious threat of climate change and global warming, which we must rapidly address. In terms of our recent history, this has become an unprecedented time for humanity, and undoubtedly an extraordinary time for our business.

We are very proud of the resilience, ingenuity and tenacity our team at Ivanhoe Mines has demonstrated in the face of these challenges. We established an industry-leading record of operational excellence across our world-scale mineral portfolio in Southern Africa and continue to deliver on milestones and achievements we have promised our shareholders, local stakeholders and partners. We also have succeeded in building and nurturing strong relationships with our host governments and communities; underpinned by open communication, transparency and respect.

The past year has been marked by many noteworthy accomplishments for Ivanhoe Mines, highlighted by the early declaration of Phase 2 commercial production at the Kamoa-Kakula Copper Mining Complex in the Democratic Republic of the Congo on April 7, 2022.

These achievements are only made possible by the efforts of the entire team at the Kamoa Copper Joint Venture, including our contractors

Yufeng (Miles) Sun

and suppliers from China and Africa. This incredible team has continually exceeded our expectations in its project execution, largely owing to their willingness to embrace a unified approach to openness and inclusivity among a diverse mix of nationalities and cultures.

Kamoa Copper's Chief Executive Officer, Mark Farren, who announced his well-earned retirement in January after a great career, has led this effort. Mr. Farren established a legacy of tier-one mine development at Kamoa-Kakula and cultivated an exceptional team to advance the project into the next stage of its evolution.

We have recently unveiled Kamoa Copper's spectacular near-term trajectory, which will see it become the third-largest copper complex worldwide, with annualized copper production rising to approximately 600,000 tonnes by the end of 2024. This expanded operation will include concentrator plant capacity of approximately 14.2 million tonnes of ore per annum, as well as a 500,000-tonnes-per-year,direct-to-blister smelter to produce Kamoa-Kakula's first on-site copper metal.

The addition of this smelter will further cement our commitment to the people of the Democratic Republic of Congo by supporting the nation to retain upstream processing value in country, and generate more jobs for the Congolese people, while allowing us to reduce our carbon footprint through significantly decreased transportation volumes.

Leading the next phases of mine development will be two industry veterans.

Riaan Vermeulen has been appointed as Kamoa Copper's new Managing Director. Mr. Vermeulen previously worked closely with Mr. Farren at Anglo Platinum, where they designed and built Anglo Platinum's most efficient underground mine - the Middelpunt Hill Platinum Mine.

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Joining Mr. Vermeulen on Kamoa Copper's executive management team is Zhang "Frank" Xingxun as Executive Director. Mr. Zhang is a long- serving senior executive with our Kamoa-Kakulajoint-venture partner, Zijin Mining, and has held senior management positions at Zijin's flagship Zijinshan Gold & Copper Mine and Smelter, and Zijin's Kolwezi copper operations.

We suffered a great loss in early 2022, with the sudden passing of Kamoa Copper's Chief Financial Officer, Rochelle De Villiers, who was a talented executive and inspirational leader. Ms. Annebel Oosthuizen, who worked closely alongside Mr. De Villiers during their tenure at Kamoa-Kakula, will assume his duties, and we congratulate her on her advancement. We continue to further expand our horizons on equal opportunity and female empowerment across our company, including our mine operations.

Ivanhoe's culture of empowerment starts with our President, Marna Cloete, and our unwavering commitment to upskilling women in mining. We have said that we will "re-invent mining", and at the centre of that concept are our people, and our relationships with the communities where we operate.

The phased-development approach at Kamoa-Kakula enables us to incrementally train and develop a Congolese workforce, build local capacity, and establish the foundation for long-term economic and educational opportunities for the communities surrounding the operation.

We have recently broken ground on the Kamoa Centre of Excellence, with the aim of creating a community-centered learning environment in the heart of the Democratic Republic of Congo. This community advanced training centre will create a legacy of collaboration, supporting local infrastructure and economic growth.

We remain devoted to the usage of clean and sustainable hydropower at our Kamao-Kakula operations by refurbishing and re-commissioning the Mwadingusha and Inga II hydropower plants, which will deliver a combined 240 MW of output to the local grid capacity.

Through our successes at Kamoa-Kakula, we have gained remarkable knowledge and expertise, which we will leverage as we move forward with the development of our next world-scale mines in Africa.

This year, we solidified the phased-development pathway for the Platreef palladium, rhodium, nickel, platinum, copper and gold project in South Africa. First production from Phase 1 is expected by the third quarter of 2024, while Platreef's Shaft 2 commissioning has been accelerated to 2027. Platreef's Phase 2 expansion is expected to rank it amongst the top five platinum-group and base metals producers globally.

We also signed a new agreement with our joint-venture partner Gécamines, the Democratic Republic of the Congo's state-owned mining company, to return the ultra-high-grade Kipushi Zinc Mine to production. This achievement is a great credit to Ms. Cloete and her team, who worked tirelessly on the new Kipushi joint-venture framework.

The Kipushi operation, just like Kamoa-Kakula, will be fully powered by clean hydroelectricity, aligning with our vision to produce "green metals". Kipushi will be the world's highest-grade major zinc mine, with average grade of 36.4% zinc over the first five years of operation.

As a dedicated global corporate citizen, we believe our ability to produce ethically sourced, low-emission,high-grade metals, in partnership with local stakeholders, has now become a global strategic imperative. And the demand for these metals will only continue to grow.

IVANHOE MINES 2022 MANAGEMENT PROXY CIRCULAR

In the past six months we have encountered another significant challenge: an international energy crisis. The rising cost of energy has impacted the entire supply chain and is driving inflation in essential goods, including food and commodities, worldwide.

To meet our energy challenges, and combat climate change, we will require a plethora of meaningful investments in infrastructure and technology, as well as global adoption of renewable, cost-efficient power systems. This will unequivocally require an immense supply of raw materials; principally among those are metals and minerals, including copper, nickel, PGMs, and zinc.

Ivanhoe Mines is part of the solution. We are committed to becoming a long-life, responsible supplier of critical metals for global electrification, major power infrastructure, and the adoption of hydrogen- and battery-powered electric vehicles. We are driven to become the next major, diversified multinational mining company - an industry pioneer in environmental, social and corporate governance that generates outstanding returns for our shareholders and stakeholders.

We also will not forget, however, that exploration is in our DNA. Our geological teams remain on the hunt for the next great mineral discovery. In 2022, we have commenced a 95,000-metre drill program across

the expansive Western Foreland Exploration Project adjacent to the Kamoa-Kakula mining licenses in search of the world's next major copper discovery.

The best is yet to come at Ivanhoe Mines.

On behalf of our entire board of directors and our team at Ivanhoe Mines, we would like to thank you for being a shareholder and joining us on our epic journey in Southern Africa. We would also like to thank our African brothers and sisters, who have worked in partnership with us over the past three decades. We will continue to work alongside the strong South African and Congolese people and communities, global contractors and suppliers, as well as our joint-venture partners, to develop the world's next great mines; and to help build a better, healthier world for future generations on our planet, Earth.

"Robert M. Friedland"	"Yufeng (Miles) Sun"
ROBERT M. FRIEDLAND	YUFENG (MILES) SUN
Founder, Executive Co-Chairman	Non-ExecutiveCo-Chairman
May 3, 2022

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