Ivanhoe Mines : 2024 Notice of Annual General Meeting of Shareholders and Management Proxy Circular

Management Proxy Circular

2024 Annual General Meeting of Shareholders

June 20, 2024

Mining with a greater purpose

Dated April 29, 2024

Mining with a greater purpose

Ivanhoe Mines' Board of Directors and Executives, including Executive Co-Chairman, Robert Friedland (centre left), Lead Independent Director Tadeu Carneiro (second from right), Director Manfu Ma (first from left) and President, Marna Cloete (centre right), on a site tour of the Kamoa-Kakula Copper Complex.

We're setting our sights on a future defined by substantial growth, sustainable methodologies, ultra-safe and environmentally friendly operations, and enduring prosperity for all our stakeholders."

Robert M. Friedland, Executive Co-Chairman

Cover image: Geologist, Christelle Nkulu, logging core at the Kamoa-Kakula core shed.

What's inside

This management proxy circular includes important information about our 2024 shareholder meeting, the items of business and how to vote your shares.

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

Message to shareholders	2
Notice of our 2024 annual general meeting	4
General Information	5
Key terms	6

1 About the shareholder meeting	7
When and where	8
Business of the meeting	8
Voting information	11
About the nominated directors	16

2 Corporate governance	30
Building an effective board	31
Board responsibilities	39
Board committees	45
Additional information about the Board	49

3 Director compensation	50
Director fee schedule	51
Director compensation table	52

	Outstanding option-based
	and share-based awards	53
	Incentive plan awards	54
	Outstanding share-based awards -
	Deferred share units	55
4	Executive compensation	57
	Message from the Chair of the
	Compensation Committee	58
	Compensation discussion and analysis	60
	Executive compensation program	72
	2023 compensation decisions	83
	Compensation tables	87
	Termination and change of control
	benefits	90
	Securities authorized for issuance under
	equity compensation plans	92
5	Other information	104
6	Appendix	105

DRC President, His Excellency Félix Tshisekedi, alongside Ivanhoe Mines' President Marna Cloete, cuts the ribbon to mark the formal opening of the Kamoa Centre of Excellence.

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Message to shareholders

Message to shareholders

ROBERT M. FRIEDLAND

This past year, Ivanhoe Mines rocketed to new heights, demonstrating our tenacity, innovation, and steadfast dedication to excellence in our operations."

Robert M. Friedland - Executive Co-Chairman

WEIBAO (WEBBER) HAO

As we look to the future, we remain committed to sustainable growth, operational excellence, and delivering value to our shareholders. We are excited about the opportunities ahead and confident in our teams' ability to achieve our ambitious goals."

Weibao (Webber) Hao - Non-ExecutiveCo-Chairman

Dear Shareholders,

We hope this letter finds you well. In the spirit of reflection and anticipation, it is our pleasure to share with you the formidable strides Ivanhoe Mines has made in 2023. This past year has been about achieving remarkable growth and strategic milestones, empowering our host citizens and communities, and spearheading innovation in the mining industry. We are set to become a leading global producer of the metals the world vitally requires for advanced industrialization and a sustainable transition to clean energy and decarbonization, including copper, nickel, zinc, and platinum-group metals.

Our achievements this year reflect the sheer scale of our ambition, operational agility, and innovative mindset. Looking ahead, we're setting our sights on a future defined by substantial growth, sustainable methodologies, ultra-safe and environmentally friendly operations, and enduring prosperity for all our stakeholders. Our strategic endeavours and exploration efforts are meticulously planned to broaden our operational reach and fortify our pledge to deliver substantial value to our shareholders, community members, and the regions where we operate. The strength of our partnerships globally-including ties with CITIC Metal, Zijin Mining, our valued shareholders, and the government of the Democratic Republic of Congo and communities-has been pivotal in our trailblazing success.

This past year, Ivanhoe Mines rocketed to new heights, driven by our tenacity, innovation, and steadfast dedication to excellence in our operations. We celebrated a historic year with record normalized profit of $388 million and adjusted EBITDA of $604 million. Our flagship project, the Kamoa-Kakula Copper Complex in the Democratic Republic of the Congo, was a standout performer, generating record annual revenue of $2.70 billion and record EBITDA of $1.68 billion. With milled volumes reaching a record 8.54 million tonnes of ore at an

2 Ivanhoe Mines 2024 Management Proxy Circular

average grade of 5.23% copper, Kamoa-Kakula produces

393,551 tonnes of copper in concentrate, which aligns with our production guidance despite some challenges experienced with the instability of the national electrical grid, which our team has quickly and decisively addressed. These accomplishments underscore our commitment to operational efficiency and excellence, with Kamoa-Kakula outperforming expectations on key metrics, including mill throughput, recoveries, and project execution.

Among our innovative milestones, the launch of "Project 95" at Kamoa-Kakula promises to revolutionize our operations by targeting an increase in copper recoveries from 87.4% to 95%. With basic engineering already underway, this initiative underscores our commitment to continual improvement and efficient mining practices.

Furthermore, the commencement of trial exports of copper concentrate along the Lobito Atlantic Railway Corridor marks a significant logistical milestone. The Reserved Capacity Agreement for the transportation of up to 240,000 tonnes of copper products from 2025 highlights Kamoa-Kakula's pioneering role

in utilizing the Lobito Corridor and is another calculated step in unlocking the true potential of this emerging copper district.

In December 2023, we completed a strategic private placement with leading American institutional shareholders, raising aggregate proceeds of C$575 million. This accomplishment underscores the market's confidence in our vision and the long-term value proposition of our mining projects and unparalleled exploration potential.

Kamoa-Kakula stands at the forefront of the mining industry through its unwavering commitment to environmental sustainability and active community involvement. Our guiding principle, "mining with a greater purpose," not only shapes our corporate ethos but also cements our dedication to sustainable practices and social responsibility. This commitment deeply influences our long-term strategic vision, ensuring that our operations and exploratory efforts contribute positively to the regions we serve.

Notably, Kamoa-Kakula stands out for having the lowest rate of carbon emissions per tonne of produced copper when benchmarked against other significant global operations. Even more impressive, these emissions are slated to significantly decrease by an additional 46% following the completion of Kamoa-Kakula's onsite Phase 3 smelter, which is anticipated by the end of 2024. This environmental stride pairs seamlessly with the renewable energy project involving the refurbishment of Inga II's hydroelectric dam turbine #5. This initiative is set to bolster the Democratic Republic of Congo's electricity network, contributing 260 megawatts of clean hydroelectric power by the first quarter of 2025 and providing green energy to power Kamoa-Kakula's Phase 3 expansion and beyond.

Our achievements in exploration have been equally impressive, with the highly significant Kitoko copper discovery and the maiden Mineral Resource estimates for the Makoko and Kiala copper deposits marking significant strides in our exploration efforts across the 2,654-km2 Western Foreland licenses adjacent to Kamoa-Kakula. With an exploration budget increase fourscore year-on-year to approximately $90 million for 2024, our focus remains on expanding and maximizing these significant discoveries, as well as furthering our search for the world's next tier-one copper deposits.

Our outlook for 2024 and beyond is very bright. Kamoa-Kakula's Phase 3 concentrator project is 94% complete, on budget and ahead of schedule, with first ore now expected in May 2024-two full quarters ahead of initial public forecasts-which is anticipated to boost annualized copper production to approximately 600,000 tonnes. This milestone will make Kamoa-Kakula one of the world's largest copper operations, just four years after declaring first production.

At the historic Kipushi zinc-copper-germanium-silver mine, the construction of the 800,000 tonne-per-annum zinc concentrator is also ahead of schedule, with commissioning now expected in the June 2024. Kipushi will be the world's highest-grade major zinc mine and among the lowest Scope 1 and 2 greenhouse gas emitters per tonne of zinc metal produced.

The second half of 2024 will see the completion of an updated independent feasibility study on an optimized development plan for the Platreef palladium-nickel-platinum-rhodium-copper-gold mine in South Africa, focusing on accelerating development and expanding processing capacity. These initiatives are aimed at cementing Platreef's position as one of the world's largest and lowest-cost producers of platinum-group metals, nickel, copper, and gold, and a future leader in the South African mining industry.

None of these accomplishments would have been possible without your unwavering support and confidence in Ivanhoe Mines. We are deeply grateful for your partnership as we continue to push the boundaries of what is possible in the mining sector.

As we look to the future, we remain committed to sustainable growth, operational excellence, and delivering value to our shareholders. We are excited about the opportunities ahead and confident in our teams' ability to achieve our ambitious goals.

Sincerely,

ROBERT M. FRIEDLAND	WEIBAO (WEBBER) HAO
Founder, Executive Co-Chairman	Non-ExecutiveCo-Chairman

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Message to shareholders

Notice of our 2024 annual general meeting of shareholders

How to get a copy of the management proxy circular:

To reduce printing and mailing costs, we are using the notice and access provisions under National Instrument 54-101 to deliver the 2024 management proxy circular and other materials for the shareholder meeting.

You can access copies of our management proxy circular, management's discussion and analysis and annual financial statements for the year ended December 31, 2023, on our website, http://www.ivanhoemines.com, and on our SEDAR+ profile, www.sedarplus.ca.

ContactMeeting

informationinformation

Items of business

1. Receive the Ivanhoe Mines Ltd. audited financial statements for the year ended December 31, 2023, and the auditor's report;
2. Set the number of directors at 11 for the year;
3. Elect directors for the year;
4. Re-appointPricewaterhouseCoopers Inc., Chartered Accountants, as auditor for the 2024 fiscal year and authorize the directors to set the auditor's fees;
5. Transact any other business that properly comes before the meeting.

To receive free printed copies:

Tel [phone]

You will need your 16-digit control number as indicated on your form of proxy or voting instruction form. (toll-free within Canada/US)

Tel [phone] (outside Canada/US - not toll-free, English)

Tel [phone] (French)

Website www.proxyvote.com and

enter your control number as indicated on your voting instruction form.

Or contact our Vice President, Compliance and Corporate Secretary:

Tel [phone]

(not toll-free)

Fax [phone]

Email [e-mail]

Mail Ivanhoe Mines Ltd.

Suite 606 - 999

Canada Place, Vancouver,

British Columbia V6C 3E1

You are invited to attend the 2024 annual general meeting of shareholders of Ivanhoe Mines Ltd. You have the right to vote at the meeting if you were a registered holder of our Class A common shares at the close of business on April 29, 2024.

When

Thursday, June 20, 2024 at 8 a.m. (Pacific Time)

Where

Virtuallyvia live internet webcast at

www.virtualshareholdermeeting.com/ IVN2024and

In personat Pan Pacific Hotel Vancouver, Pacific Rim Suite 2, 300-999 Canada Place, Vancouver, British Columbia V6C 3B5

Shareholders will have an equal opportunity to participate in the meeting virtually regardless of their geographic location. Registered shareholders and duly appointed ` who participate in the meeting online will be able to listen to and view the meeting, ask questions and vote at the meeting in real time.

You may participate in the meeting virtually via live webcast at: www. virtualshareholdermeeting. com/IVN2024

Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting and ask questions but will NOT be able to vote at the meeting. Guests can attend the meeting but will NOT be able to vote or submit questions at the meeting.

By order of the Board of Directors,

"MARNA CLOETE"

President

"MARY VINCELLI"

Vice President, Compliance

and Corporate Secretary

4 Ivanhoe Mines 2024 Management Proxy Circular

MARNA CLOETE

General information

You have received this management proxy circular because you owned Ivanhoe Mines Class A common shares as of the close of business on April 29, 2024.

Management is soliciting your proxy for the meeting. Proxy solicitation is mostly by mail, but you may also be contacted by an Ivanhoe director, officer or employee to encourage you to vote. We pay for these costs.

This management proxy circular contains important information about the business of the meeting and the voting process. Please read it carefully before you vote your shares.

The Board has approved the contents of this management proxy circular and has authorized its distribution to all shareholders of record and non-objecting beneficial owners.

If you acquired Ivanhoe shares after April 29, 2024, you are not entitled to receive notice of, or to vote at, the meeting unless you have a properly endorsed share certificate or other proof that you own the shares as of such date and you make a demand to our transfer agent that your name be included on the list of shareholders of record.

Contact our transfer agent, Odyssey Trust Company, at least 10 days before the meeting to ask for your name to be included on the list of shareholders of record. See page 15 for how to contact Odyssey.

In this document,

• we, us, our, Company, Ivanhoe Mines and Ivanhoe mean Ivanhoe Mines Ltd. and our subsidiaries and joint ventures
• Board means our board of directors
• you, your and shareholder refer to holders of Ivanhoe Mines Class A common shares, unless stated otherwise
• Class A shares and shares mean Ivanhoe Class A common shares
• all dollar amounts are in U.S. dollars (US$) unless indicated otherwise
• references to C$ mean Canadian dollars
• information is as of April 29, 2024, unless indicated otherwise

Marna Cloete, President

Record date

April 29, 2024

Meeting date

June 20, 2024

Registered and records office

Ivanhoe Mines Ltd.

Suite 606 - 999 Canada Place

Vancouver, British Columbia V6C 3E1

Tel [phone]

Fax [phone]

African Corporate office

Ivanhoe Mines Ltd.

82 on Maude, Second Floor

82 Maude Street Sandton, South Africa 2146

Tel [phone]

Fax [phone]

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Message to shareholders

Key terms

BC

BCBCA

Board of Directors or Board

CDP

CITIC Metal

CITIC Metal Africa

Class A share or shares

Compensation

Committee

DRC

DSU

DSU Plan

Equity Incentive Plan

ESG

IPO

Kamoa Holding

Joint Venture

LME

LTIFR

Mtpa

NEO

NI 52-110

NI 54-101

PSU

PwC

RSU

SUA Plan

TRIFR

TSR

TSX

TSX-V

Zijin or Zijin Mining

British Columbia

Business Corporations Act (British Columbia)

The board of directors of Ivanhoe Mines

Carbon Disclosure Project

CITIC Metal Co., Ltd.

CITIC Metal Africa Investments Limited

Class A common share

Compensation and Human Resources Committee

Democratic Republic of Congo

Deferred share unit

Deferred Share Unit Plan

Amended and Restated Employees' and Directors' Equity Incentive Plan

Environmental, social and governance

Initial public offering

Kamoa Holding Limited, a joint venture between Ivanhoe Mines and Zijin that holds a direct 80% interest in the Kamoa-Kakula Copper Complex. Ivanhoe holds an effective 39.6% interest in the project through its 49.5% shareholding in Kamoa Holding Limited. Zijin holds 49.5% of Kamoa Holding Limited while the remaining 1% share interest is held by privately-owned Crystal River Global Limited

London Metal Exchange

Lost time injury frequency rate calculated as the number of lost time injuries per 1,000,000 labour hours

Million-tonnes-per-annum

Named Executive Officer

National Instrument 52-110 - Audit Committees

National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer

Performance share unit

PricewaterhouseCoopers Inc., Chartered Accountants

Restricted share unit

Share Unit Award Plan

Total recordable injury frequency rate calculated as the number of recordable injuries per 1,000,000 labour hours

Total shareholder return

Toronto Stock Exchange

TSX Venture Exchange

Zijin Mining Group Co., Ltd.

6 Ivanhoe Mines 2024 Management Proxy Circular

1

shareholder meeting

YOUR VOTE IS IMPORTANT

You can vote in person at the meeting or by proxy.

This section includes important information about the meeting, the items of business and how to vote your shares.

When and where	8
Business of the meeting	8
Voting information	11
About the nominated directors	16

Caption: Aerial view of Kipushi Mine which borders the town of Kipushi in the DRC.

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About the shareholder meeting

When and where

Our 2024 annual general meeting of shareholders will begin at 8 a.m. (Pacific Time) on Thursday, June 20, 2024, and will be conducted via live internet webcast online at:

www.virtualshareholdermeeting.com/IVN2024

and in person at the:

Pan Pacific Hotel Vancouver Pacific Rim Suite 2

300-999 Canada Place,

Vancouver, British Columbia, V6C 3B5

We must have a quorum to transact business at a shareholder meeting. That means we need to have at least two persons present, in person at the meeting or virtually, or represented by proxy, who together hold at least 25% of the Class A shares that are entitled to be voted at the meeting for the meeting to proceed.

According to the BCBCA and our articles, we must receive a simple majority of the votes cast at the meeting (by person or proxy) to pass an ordinary resolution and a majority of two-thirds of the votes cast at the meeting (by person or proxy) is required to pass a special resolution. All items to be voted on at our 2024 annual general meeting are ordinary resolutions.

Business of the meeting

1. Receive our financial statements

We will present our audited annual financial statements for the year ended December 31, 2023, and the auditor's report.

You can access copies of our management's discussion and analysis and annual audited financial statements for the 2023 fiscal year on our website (www.ivanhoemines.com) and our SEDAR+ profile (www.sedarplus.ca).

2. Set the number of directors

This year Ivanhoe management has determined to nominate 11 directors for election to the Board.

You will vote on setting this year's Board for election at 11 directors.

Management recommends you vote FOR setting the number of directors at 11.

3. Elect directors

Directors are elected annually and hold office until the next annual general meeting of	Management recommends you vote
shareholders or until their successors are elected or appointed.	FOR each nominee.

Management has nominated the 11 people below for election as Ivanhoe directors. Each

nominee currently serves on our Board and has expressed his or her willingness to serve another term.

Management does not contemplate that any of the nominees will be unable to serve as a director. Each nominee will hold office until our next annual general meeting, until they resign, or until their successors are elected or appointed.

You will vote on electing each of the 11 nominated directors. You can vote for or withhold your vote for each nominated director:

Robert M. Friedland

Weibao (Webber) Hao

Tadeu Carneiro

Jinghe Chen

William Hayden

Martie Janse van Rensburg Manfu Ma

Peter G. Meredith

Phumzile Mlambo-Ngcuka

Kgalema P. Motlanthe

Delphine Traoré

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