2026 Notice of Annual General and Special Meeting of Shareholders and Management Proxy Circular

MINING WITH A GREATER PURPOSE

Mining with a greater purpose

This management proxy circular includes important information about our 2026 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 2026 annual general and

special meeting 5

General Information 6

1 About the shareholder meeting

8

Key terms 7

When and where 9

Business of the meeting 9

Voting information 12

2 Corporate governance

30

About the nominated directors 16

Building an effective board 31

Board responsibilities 39

Board committees 45

3 Director compensation

52

Additional information about the Board 51

Director fee schedule 53

Director compensation table 54

Outstanding option-based and

share-based awards 55

Incentive plan awards 56

4 Executive compensation

60

Outstanding deferred share unit awards -(DSUs) 57

Message from the Chair of the

Compensation Committee 61

Compensation discussion and analysis 63

Executive compensation program 76

Linking compensation decisions with

2025 performance 85

Compensation tables 96

Termination and change of control benefits 100

Securities authorized for issuance under

equity compensation plans 102

5 Other information

114

6 Appendix

115

ROBERT M. FRIEDLAND

Executive Co-Chairman

Message to shareholders

Dear Shareholders

We reflect on Ivanhoe Mines' achievements in 2025 and our ambitious vision for the future.

The past two months have marked a major shift in the global economic and political landscape. Heightened tensions have severely fragmented global trade, leading to a reordering of the global supply chain. Among other effects, this has led to a panic for refined metals. The void has not been wider between the 'haves' and 'have nots' with respect to the ability to deliver refined critical minerals.

Meanwhile, copper is trading at all-time highs, driven by intense national security concerns, the rapid advancement of energy-intensive technologies, including Artificial Intelligence (AI) and data centres,

the world's ambitious electrification agenda, population growth and industrialization. Demand for copper and other critical minerals continues to grow, and supply is not keeping up.

Ivanhoe is ideally positioned and will navigate the bumpy ride ahead. We have a portfolio of tier-one operations, powered by hydroelectric and solar power, that can weather the storm.

Our Kamoa-Kakula Copper Complex, as well as the Kipushi Mine, are among the largest and most important sources of copper and zinc globally. Our Platreef Mine, which recently commenced production, will soon become a major source of platinum, palladium, rhodium, and gold, as well as nickel and copper. Our exploration efforts continue to intensify, and we see immense promise for further discoveries of critical metals in the areas where we have a strategic advantage.

WEIBAO (WEBBER) HAO

Non-Executive Co-Chairman

Following the seismic event at the Kakula Mine in May 2025, we are advancing a disciplined and methodical operational turnaround, supported by world-leading experts. On March 31, 2026, we released a conservative technical report on Kamoa-Kakula that incorporated updates to the mine design and extraction sequence.

The updated technical report includes recommendations for further optimization, which we intend to incorporate into a Feasibility Study detailing the next five years of operations. To support this study, additional technical information will be gathered over the coming months as the dewatering of the Kakula Mine advances and additional drilling

is completed. Work on the Feasibility Study has commenced and will be completed within 12 months. Our management team is developing a

comprehensive plan for the Kamoa-Kakula Copper Complex to potentially enable its production to over 500,000 tonnes of copper per annum

from 2028.

The first batch of 99.7%-pure copper anodes was produced by Kamoa-

Kakula's state-of-the-art copper smelter at the end of 2025, marking a major milestone in the complex's development. Our direct-to-blister

smelter is the largest and most technologically advanced copper smelter on the African continent. Once ramped up, the smelter will significantly

reduce operating costs, improve operating recoveries and enable us to deliver refined copper directly to market.

The smelter will be the largest producer of sulphuric acid on the DRC Copperbelt at a time when sulphur availability globally is scarce and prices are trading at record highs. This is a strategic benefit to our shareholders, our stakeholders and the Democratic Republic of the Congo.

Beyond Kamoa-Kakula, our portfolio continues to deliver. Kipushi is now the world's highest-grade and fourth-largest zinc mine. The concentrator continues to consecutively deliver record quarterly production. We will further maximize the value generated from Kipushi's concentrates, which, in addition to zinc, also contain copper, silver, gallium and germanium.

In South Africa, the Platreef platinum, palladium, rhodium, nickel, gold, and copper mine went into production in November 2025. The President of the Republic of South Africa, Cyril Ramaphosa, officially inaugurated the mine on the same day.

The commencement of Phase 1 operations is the first of a multi-phased expansion that is set to make the Platreef Mine the world's largest primary platinum group metal producer, with notable nickel and copper. We are well advanced in the Phase 2 expansion, which is expected to be completed by the end of next year. Phase 2 and the future Phase 3 expansions will deliver tremendous value in the years ahead. The unbelievable thickness and grade of the Flatreef orebody will allow us

to mine at the most profitable margins in the industry. The Platreef Mine will deliver metals critical to the modern world for generations to come, using the latest and safest state-of-the-art, mechanized mining technology.

Investment in exploration, when done right, is the best long-term value creator for a mining company. Ivanhoe stands out among its peers because exploration is in our DNA, at a time when our peers' investment in exploration nears all-time lows.

Drilling at the Western Forelands Exploration Project, adjacent to our Kamoa-Kakula Copper Complex, continues to highlight the potential of this emerging, high-grade, world-class copper district. Ivanhoe Mines has already discovered over 50 million tonnes of contained copper across the Western Foreland shelf, including Kamoa-Kakula. The discovery cost achieved to date is less than one cent per pound of discovered copper. The Western Foreland's Makoko District discovery is already the world's fourth-largest copper discovery of the past decade, and with every drill hole, it continues to expand. We plan to release an updated Mineral Resource Estimate by mid-year.

While we continue to hunt in the Western Forelands district for the next tier-one, sedimentary-hosted copper discovery, we are also applying this knowledge to new horizons outside the Democratic Republic of the Congo. In 2025, greenfield exploration activities for copper commenced across our vast licence packages in Zambia, Angola and Kazakhstan. We are using the same systematic discovery methods that we use in the Western Forelands. The initial results are highly encouraging.

We are building Ivanhoe into a diversified, world-leading critical metals company. We have successfully built, commissioned and expanded three world-class mining operations, simultaneously over the past five years. We have a track record that

is a unicorn in our industry. Of course, these achievements were only made possible by the dedication and expertise of our resilient and passionate people.

Ivanhoe Mines is at an inflection point, with world-class assets and a strategic position that we plan to capitalize on. This is a unique time to take part in our next phase of growth, value creation, and long-term impact.

Sincerely,

ROBERT M. FRIEDLAND Founder, Executive Co-Chairman

WEIBAO (WEBBER) HAO Non-Executive Co-Chairman

Message to shareholders (continued)

To reduce printing and mailing costs, we are using the notice and access provisions under National Instrument 54-101 to deliver the 2026 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, 2025, on our website, https://http://www.ivanhoemines.com, and on our SEDAR+ profile, https://www.sedarplus.ca.

Contact information

To receive free printed copies:

Tel 1-877-907-7643

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 1-303-562-9305

(outside Canada/US - not toll-free, English)

Tel 1-303-562-9306 (French)

Website https://www.proxyvote.com and enter your control number as indicated on your voting instruction form or contact our Vice President, Compliance and Corporate Secretary at:

Tel 1-604-688-6630 (not toll-free) Email info@ivanhoemines.com Mail Ivanhoe Mines Ltd.

Business Unit 350 - 889 Harbourside Drive,

office North Vancouver, British Columbia V7P 3S1

You are invited to attend the 2026 annual general and special 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 30, 2026.

When

Thursday, June 18, 2026 at 8 a.m. (Pacific Time)

Where

Virtually via live internet webcast at

https://www.virtualshareholdermeeting.com/ IVN2026

and

In person at the offices of Stikeman Elliott LLP,

Suite 2700 - 666 Burrard Street Vancouver, BC V6C 2X8

Items of business

1. Receive the Ivanhoe Mines Ltd. audited financial statements for the year ended December 31, 2025, and the auditor's report;

2. Set the number of directors at 11 for the year;

3. Elect directors for the year;

4. Re-appoint PricewaterhouseCoopers Inc., Chartered Accountants, as auditor for the 2026 fiscal year and authorize the directors to set the auditor's fees;

5. Consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving the Company's Amended and Restated Employees' and Directors' Equity Incentive Plan, as amended March 26, 2026;

6. Transact any other business that properly comes before the meeting.

Shareholders will have an equal opportunity to participate in the meeting virtually regardless of their geographic location.

Registered shareholders and duly appointed proxyholders 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: https://www.virtualshareholdermeeting.com/ IVN2026

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 and Chief Executive Officer

"MARY VINCELLI"

Vice President, Compliance and Corporate Secretary

Message to shareholders (continued)

MARNA CLOETE

President & Chief Executive Officer

You have received this management proxy circular because you owned Ivanhoe Mines Class A common shares as of the close of business on April 30, 2026.

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 30, 2026, 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 30, 2026, unless indicated otherwise

Record date

April 30, 2026

Meeting date

June 18, 2026

Registered and records office

Ivanhoe Mines Ltd.

Suite 2700, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8

Tel 1-604-688-6630

South African Corporate office

Ivanhoe Mines Ltd.

82 on Maude, Second Floor 82 Maude Street

Sandton, South Africa 2146

Tel +27 11 088 4300

Fax +27 86 676 7126

ASX 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

Meridian Mtpa MW

NEO

NI 52-110

NI 54-101

PSU

PwC RSU SNEL

SUA Plan TRIFR

TSR TSX

Zijin or Zijin Mining

Australian Securities Exchange 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

Meridian Compensation Partners, Inc. Million-tonnes-per-annum Megawatts

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

La Société National d'Electricité 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 Zijin Mining Group Co., Ltd.

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 9

Business of the meeting 9

Voting information 12

About the nominated directors 16

8 Ivanhoe Mines 2026 Management Proxy Circular

Our 2026 annual general and special meeting of shareholders will begin at 8 a.m. (Pacific Time) on Thursday, June 18, 2026, and will be conducted via live internet webcast online at:

https://www.virtualshareholdermeeting.com/IVN2026

And in person at the offices of:

Stikeman Elliott LLP,

Suite 2700 - 666 Burrard Street Vancouver, BC V6C 2X8

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 2026 annual general and special meeting are ordinary resolutions.

1. Receive our financial statements

   We will present our audited annual financial statements for the year ended December 31, 2025, and the auditor's report.

   
   
   

   You can access copies of our management's discussion and analysis and annual audited financial statements for the 2025 fiscal year on our website (https://www.ivanhoemines.com) and our SEDAR+ profile (https://www.sedarplus.ca).

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

   √

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 each nominee.

3. Elect directors

   Directors are elected annually and hold office until the next annual general meeting of shareholders or until their successors are elected or appointed.

   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

   Martie Janse van Rensburg

   Peter G. Meredith Phumzile Mlambo-Ngcuka Kgalema P. Motlanthe Iman Naguib

   Delphine Traoré Chun (James) Wang Xianwen Wu

   About the shareholder meeting (continued)

   Majority voting policy

   Our majority voting policy requires a director who receives more WITHHELD than FOR votes in an uncontested election to submit his or her resignation immediately following the shareholder meeting.

   The Board will meet to discuss the matter and accept the resignation absent any exceptional circumstances. Within 90 days of the shareholder meeting, the Board will consider any exceptional circumstances, issue a news release announcing its decision and explain its reasons not to accept the resignation (if applicable), and provide a copy of its decision to the TSX. The director in question does not participate in the Board's deliberations or vote on the matter.

   If the Board accepts the resignation, it will still issue a news release and deliver a copy to the TSX, but it can leave the vacancy until the next annual meeting, fill the Board seat by appointing a new director who the Board believes will have the confidence of shareholders, or call a special meeting of shareholders to consider a new nominee to fill the position. If the Board rejects the resignation, it will

   discuss the matter with the TSX and take the necessary steps to resolve the exceptional circumstances before the next general shareholder meeting.

   
   
   

   The Board considers any of the following to be an exceptional circumstance:

   if accepting the resignation means we would be breaching the terms of a commercial agreement;

   if accepting the resignation means we would no longer be in compliance with corporate or securities law;

   if the director is a key member of a special committee and accepting the resignation would jeopardize the achievement of that committee's mandate; or,

   if majority voting was used for a purpose inconsistent with the policy objectives set out by the TSX.

   You can access a copy of the majority voting policy on our website https://www.ivanhoemines.com

   Exceptional circumstances do not include recurring events, the director's length of service, qualifications, experience, meeting attendance or contributions.

   √

   Management recommends you vote FOR re-appointing PwC as our auditor and authorizing the directors to set the auditor's fees.

   No director has received a majority withheld vote since the majority voting policy was implemented in 2013. The majority voting policy only applies in uncontested elections. A plurality vote applies in contested elections, where the number of director nominees exceeds the number of directors to be elected.

4. Appoint the auditor

   Re-appoint PricewaterhouseCoopers Inc., Chartered Accountants ("PwC") as auditor for the 2026 fiscal year and authorize the directors to set the auditor's fees. PwC has served as our auditor since March 2015.

   The table below shows the fees paid to PwC in the last two fiscal years. Fees represent professional services and do not include any out-of-pocket disbursements or fees associated with filings made on Ivanhoe's behalf.

   	20255	20245,6
   Audit fees1	$1,218,094	$1,393,340
   Audit-related fees2	$165,710	$290,000
   Tax fees3	-	-
   All other Fees	-	-
   Total4	$1,383,804	$1,683,340

   1. Audit fees were for professional services rendered by the Company's auditors for the audit of the Company and its subsidiaries annual consolidated financial statements of $1,046,666, interim reports as well as services provided in connection with statutory and regulatory filings of $171,429.

   2. Audit-related fees were for assurance services related to procedures performed by the Company's auditors in relation to the Sustainability Report of $165,710.

   3. Tax fees are for tax compliance, tax advice and tax planning.

   4. These fees only represent professional services rendered and do not include any out-of-pocket disbursements or fees associated with filings made on the Company's behalf. These additional disbursements or fees are not material as compared to the total professional services fees for each year.

   5. These amounts were converted to $ using the average exchange rate during the financial year which it relates to.

   6. The prior year External Audit Service Fees have been restated to include audit fees paid not only to PricewaterhouseCoopers Inc., but also including firms within the wider PricewaterhouseCoopers Inc. network that provide audit services to the Company's subsidiaries.

5. Approve the Company's Amended and Restated Employees' and Directors' Equity Incentive Plan, as amended March 26, 2026

   The Company currently operates the Equity Incentive Plan, a summary of which can be found under the heading "Summary of the Equity Incentive Plan" commencing on page 103 of this management proxy circular. The Equity Incentive Plan was first adopted in 2011, prior to the Company's listing on the TSX and its initial public offering in October 2012, and re-approved by shareholders in May 2014, May 2017, September 2020 and June 2023. Accordingly, the three-year term prescribed by the TSX expires in June 2026.

   Accordingly, shareholders will be asked to consider, and, if deemed appropriate, to approve an ordinary resolution, the full text of which is set out below, re-approving and confirming the Company's Equity Incentive Plan (as amended and

   further described below) and any unallocated options and entitlements thereunder.

   In addition to seeking the three-year approval required by the TSX, the Company is also seeking shareholder approval of the following amendments to the Equity Incentive Plan approved by the Board on March 26, 2026:

   • a decrease in the maximum number of Class A shares that may be reserved for issuance pursuant to the Equity Incentive Plan (together with any other securities-based

     compensation arrangements of the Company in effect from time to time, but excluding the shares issuable pursuant to the Share Bonus Plan and Share Purchase Plan) from 10% to 5% of the issued and outstanding Class A shares from time to time;

   • a decrease in the maximum number of Class A shares that may be reserved for issuance to insiders under the Equity Incentive Plan from 10% to 5% of the issued and outstanding Class A shares both from time to time and within any one-year period; and

   • an increase to the maximum number of Class A shares available under the share bonus provisions of the Equity Incentive Plan from 6,000,000 to 9,000,000 Class A shares.

     Proposed Resolution

     In connection with the required shareholder approval of the Equity Incentive Plan, as amended on March 26, 2026, management will place the following proposed ordinary resolution before shareholders at the meeting for their consideration:

     "Be it resolved as an ordinary resolution that:

     1. Subject to receipt of approval of the TSX, the Amended and Restated Employees' and Directors' Equity Incentive Plan, as amended March 26, 2026, (the "Equity Incentive Plan"), described in the management proxy circular of the Company dated April 30, 2026, and any unallocated options or other entitlements thereunder, be and they are hereby reconfirmed, authorized, ratified and approved in their entirety;

     2. The Company is authorized to continue granting entitlements in accordance with the terms and conditions of the Equity Incentive Plan until June 18, 2029, being the date that is three years from the date where shareholder approval is being sought; and

     3. Any director or officer of the Company is authorized to execute and deliver all other documents and do all other acts and things as may be necessary or desirable to give effect to this resolution."

     √

     Management recommends you vote FOR the ordinary resolution approving the Equity Incentive Plan, as amended March 26, 2026. The management proxyholders intend to vote FOR such ordinary resolution, except in relation to shares held by a shareholder who instructs otherwise.

     To be effective, this ordinary resolution must be approved by a simple majority of the votes cast by shareholders in person or by proxy at the meeting. If this ordinary resolution is not approved at the meeting and approval of the Equity Incentive Plan, including the amendments proposed thereto, is not obtained, the Equity Incentive Plan will continue in effect, unamended, and all awards and other entitlements issued under it will remain outstanding and unaffected, however, the Company will not be able to

     grant new awards under the Equity Incentive Plan until it is subsequently approved by shareholders.

6. Transact any other business

You (or your proxyholder) can vote as you see fit on any amendment, variation or other matter that properly comes before the meeting.

However, if you do not specify a choice on your proxy form, the proxy form confers discretionary authority on the proxyholder concerning any matter for which a choice is not specified,

any amendment or variation to a matter, or any other matter that properly comes before the meeting. As of the date of this management proxy circular, management is not aware of an amendment, variation or other matter that may come before the meeting.

Interests of certain persons in matters to be acted upon at the meeting

No director, executive officer or director nominee, or any of their associates or affiliates, has any direct or indirect material interest (as a beneficial shareholder or in any other way) in any item of business for which approval is being sought at the meeting.

About the shareholder meeting (continued)

The Board and management encourage you to vote. Proxy solicitation will be primarily by mail by or on behalf of management using the notice and access provisions described below, but proxies also may be solicited by our directors, officers and regular employees personally, by telephone or by other means of electronic communication to encourage you to vote. The Company pays for these costs.

Record date

Our Board has fixed the close of business on April 30, 2026, as the record date. If you owned Class A shares, directly, as of the record date, you are entitled to receive notice of, and to vote your Class A shares at, the meeting. Shareholders who acquired Class A shares following the record date will not be entitled to notice of, or to vote at, the meeting, unless a shareholder transfers Class A shares and the transferee produces a properly endorsed share certificate for, or otherwise establishes registered ownership of, any of the transferred Class A shares and makes a demand to Odyssey Trust Company no later than 10 days before the meeting that the transferee's name be included in the list of shareholders.

If you do not hold your Class A shares as of record, but hold them through an intermediary (like a bank, trust, company, securities dealer, trustee or administrator of self-administered RRSPs, RRIFs, RESPs or similar plans), we describe how you can vote under the heading "Voting by non-registered (beneficial) shareholders" page 14.

Notice and access

To reduce printing and mailing costs, we are using the notice and access provisions under NI 54-101 to deliver the 2026 management proxy circular, management's discussion and analysis and annual audited financial statements for the year ended December 31, 2025, and other materials (collectively, the "meeting materials") for the shareholder meeting. Instead of receiving printed copies of the meeting materials, you will receive a notice with information on the meeting date, where it is being held and when, as well as information on how you may access the meeting materials electronically.

The Company will not use the procedures known as "stratification", meaning all shareholders will receive notice of the shareholder meeting per the notice and access provisions.

Copies of the meeting materials

You can access electronic copies of our meeting materials on our website, https://www.ivanhoemines.com and on our SEDAR+ profile,

https://www.sedarplus.ca.

You can also request printed copies of the meeting materials in advance of the shareholder meeting, however your request should be received by Thursday June 4, 2026, to allow sufficient time for you to receive the printed copies and return your proxy or voting

instruction form to intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the city of Vancouver, British Columbia) before the time set for the meeting or any adjournments or postponements thereof.

To receive free printed copies:

Tel 1-877-907-7643 (toll-free within Canada/US)

Tel 1-303-562-9305 (outside Canada/US - not toll-free), 1-303-562-9306 (French)

Website https://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 1-604-688-6630 (not toll free)

Email info@ivanhoemines.com Mail Ivanhoe Mines Ltd.

Unit 350 - 889 Harbourside Drive, North Vancouver, British Columbia V7P 3S1

Printed copies of the meeting materials can be sent by mail at no cost to shareholders up to one year after the shareholder meeting.

Our authorized share capital consists of an unlimited number of Class A shares without par value. At the close of business on April 30, 2026, being the record date for the meeting, there were 1,426,272,214 Class A shares issued and outstanding.

Each Class A share carries one vote. Class A shareholders as of the record date are entitled to vote their Class A shares at the meeting.

Principal shareholders

As of the date of this management proxy circular, the Board and management are aware of the following persons who beneficially own, or control or direct, directly or indirectly, Class A shares carrying 10% or more of the voting rights attached to all outstanding Ivanhoe Class A shares.

1. Gold Mountains (H.K.) International Mining Company Limited is an affiliate of Zijin Mining.

2. Includes 163,503,230 Class A shares held indirectly through Ivanhoe Capital Holdings Pte. Ltd., a company beneficially owned and controlled by Mr. Friedland. Of the 4,576,586 options granted to Mr. Friedland, he has the right to acquire 3,881,310 unissued Class A shares by exercising vested stock options, which are not included in the Class A shares reported in the table above. The table also does not include 87,311 unissued Class A shares issuable upon the vesting of restricted share units and 212,566 unissued Class A shares issuable upon the vesting of performance share units. This does not include RSU, PSU and option awards that have been granted in January 2026 however the number of units are not known as of the proxy record date because they have not yet been priced due to blackout restrictions.

Shareholders and duly appointed proxyholders can attend the meeting online by logging onto the website using the link below, or by attending in person at the offices of Stikeman Elliott LLP, Suite 2700 - 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

https://www.virtualshareholdermeeting.com/IVN2026

A summary of the information shareholders will need to attend the virtual meeting is provided below. The meeting will begin at 8 a.m. (Pacific Time) on June 18, 2026.

If you are a registered shareholder or a duly appointed proxyholder, you will be able to listen, ask questions and securely vote through the web-based platform, provided you are connected to the Internet and follow the instructions set out in this management proxy circular. It is your responsibility to ensure that you remain connected to the Internet for the duration of the meeting.

If you wish to appoint a proxyholder to represent you at the meeting you must submit a duly completed proxy or voting instruction form (as applicable), or online at https://www.proxyvote.com.

You must provide your Appointee the exact name and eight-character appointee identification number to access the Meeting.

Appointees can only be validated at the Virtual Shareholder Meeting using the exact name and eight-character appointee identification number you enter. If you do not create an eight-character appointee identification number, your appointee will not be able to access the virtual meeting.

If you are a non-registered (beneficial) shareholder you will be able to listen and ask questions through the web-based platform however you will not be able to vote unless you have appointed yourself, or another person, as proxyholder to represent you at the meeting.

A guest will be able to listen to the meeting but will not be able to ask questions or vote.

The voting process varies depending on whether you are a registered or non-registered (beneficial) shareholder.

Voting by registered shareholders

You can vote by attending the virtual meeting via Internet webcast or in person at the meeting or vote by proxy.

Voting at the virtual meeting

You should NOT complete or return your proxy form and should instead follow these steps:

• Log into https://www.virtualshareholdermeeting.com/IVN2026

  on the meeting date at least 15 minutes before the start of the meeting. You should allow ample time to check into the virtual meeting and complete the related procedures.

• Click on the Shareholder login tab.

• Enter your 16-digit control number (located on the form of proxy or in the email notification you received).

• Enter your First Name, Last Name and Email address.

Registered shareholders who have duly appointed a proxyholder to attend and vote at the meeting online must provide their appointee the exact name and eight-character appointee identification number to access the meeting (the "Appointee Identification Number"). Appointees can only be validated at the virtual shareholder meeting using the exact name and eight-character Appointee Identification Number you enter. If you do not create an eight-character Appointee Identification Number, your appointee will not be able to access the virtual meeting.

If you do not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the named proxyholders) who has been appointed to access and vote at the meeting on your behalf, that other person will not be able to access the meeting and vote on your behalf. If you are a registered shareholder, you should note that if you participate and vote on any matter at the virtual meeting you will revoke any previously submitted proxy.

About the shareholder meeting (continued)

Ways to provide your voting instructions

Complete your proxy form or voting instruction form, then sign and date it. If your attorney is completing and signing the form on your behalf, you must provide written authorization.

MAIL

Mail your completed proxy form or voting instruction form in the envelope provided to:

Data Tabulation

P.O. Box 3700, STN Industrial Park, Markham, ON L3R 9Z9

INTERNET

Go to https://www.proxyvote.com and follow the on-screen instructions.

You'll need your 16-digit control number, which is located on your proxy form or voting instruction form in your package.

TELEPHONE

Call: 1-800-474-7493 (English)

1-800-474-7501 (French)

You'll need your 16-digit control number which is located on your proxy form or voting instruction form.

Voting in person

Do not complete your proxy form. Bring the form and your photo ID to the meeting and check in with a Broadridge representative when you arrive at the meeting.

Voting by proxy

Voting by proxy means you are appointing someone else to be your proxyholder to attend the meeting and vote your shares according to your instructions.

We are encouraging you to vote by using the proxy form or voting instruction form provided, instead of attending the meeting in person.

The Ivanhoe representatives named in the proxy form can serve as your proxyholder. If you prefer, you can appoint someone else to be your proxyholder. That person does not have to be an Ivanhoe shareholder.

Print that person's name in the space provided on the form and create an eight-character Appointee Identification Number, and make sure they know you have appointed them as your proxyholder and that they must attend the meeting on your behalf and vote your shares according to your instructions.

Shareholders who wish to appoint a person other than the Ivanhoe representatives identified in the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend the meeting) must carefully follow the instructions above and on their form of proxy or voting instruction form.

If you appoint the Ivanhoe proxyholders named in the proxy form as your proxyholder and you complete the proxy form, they will vote your shares according to your instructions. If you sign and date your proxy form and return it to Broadridge but do not specify your voting instructions, the Ivanhoe proxyholders will vote your shares according to management's recommendation:

• FOR setting the number of directors at 11 for the year;

• FOR electing each nominated director;

• FOR re-appointing PricewaterhouseCoopers Inc. as auditor; and

• FOR approving the Company's Amended and Restated Employees' and Directors' Equity Incentive Plan, which includes certain amendments.

  If you do not specify a choice on your proxy form, the proxy form confers discretionary authority on the proxyholder concerning any matter for which a choice is not specified, or any amendment or variation to a matter, or any other matter that properly comes before the meeting.

  Our meeting service provider, Broadridge, must receive your vote by 8 a.m. (Pacific Time) on June 16, 2026, for your vote to be counted, or 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) before the date of the reconvened meeting if the meeting is postponed or adjourned.

  Revoking your proxy

  If you change your mind about how you want to vote your shares and you have voted by proxy, you can revoke your proxy in any of the following ways:

• Vote again on the Internet at https://www.proxyvote.com before 8 a.m. (Pacific Time) on June 16, 2026;

• Complete a new proxy form with a later date and mail it to: Data Tabulation P.O. Box 3700, STN Industrial Park, Markham,

  ON L3R 9Z9 Broadridge must receive the new proxy form before 8 a.m. (Pacific Time) on June 16, 2026;

• Send a notice in writing from you or your authorized attorney (or by a duly authorized officer if the shareholder is a corporation) revoking the proxy to our Vice President, Compliance and Corporate Secretary so that it is received before 8 a.m. (Pacific Time) on June 16, 2026, or bring the notice to the meeting and deliver it to the chair prior to the

  start of the meeting but not later than before the matters of business are voted on; and

• Attend the meeting and vote at the meeting virtually via Internet webcast or in person - your proxyholder cannot then attend and vote for you.

Voting by non-registered (beneficial) shareholders

Most of our shareholders are non-registered (beneficial) shareholders.

That means your shares are registered in the name of your intermediary (like a bank, trust company, securities dealer, securities broker, trustee, or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans) or the name of a depository or clearing agency (like CDS Clearing

and Depositary Services Inc.) that the intermediary uses.

You can provide voting instructions for shares you own beneficially to your intermediary or vote in person at the meeting or virtually via Internet webcast as a proxy for yourself.

To reduce printing and mailing costs, we are using the notice and access provisions under NI 54-101 to deliver the 2026 management proxy circular and other materials for the shareholder meeting. Intermediaries often use service companies to forward meeting materials to beneficial shareholders. We pay the cost for intermediaries to deliver our meeting materials to beneficial shareholders.

Intermediaries often use service companies to send meeting materials to beneficial shareholders. If you have not waived the right to receive the meeting materials, your package will typically include either a voting instruction form or a proxy form signed by your intermediary as the holder of record for you to provide your voting instructions or to vote as proxy. Some intermediaries such as banks and brokerage firms have a service for providing voting instructions over the Internet. Your package includes information about the internet service if your intermediary offers the service.

Voting instruction form

A voting instruction form is usually an unsigned one-page, pre-printed form provided to a beneficial holder and when signed and returned by the beneficial holder constitutes instructions on how to vote which the intermediary or service provider must follow.

Some intermediaries or service companies may also use a regular proxy form as a voting instruction form instead, with a page of instructions and a label with a bar code and other information.

For the proxy form to be properly voted as a voting instruction form, the label must be affixed to the properly completed proxy form, signed and submitted to your intermediary or service company so they can carry out your voting instructions.

Proxy form

A proxy form is used by a shareholder of record to appoint someone else to attend the meeting and vote their shares on their behalf. Some intermediaries who are shareholders of record may provide you with a proxy form that is already signed by the intermediary (usually by a facsimile or stamped signature) and restricted to the number of Class A shares you beneficially own.

To vote your shares in this manner, the beneficial holder must complete the proxy form, sign it and date it and then send it to:

Broadridge, 2601 - 14th Avenue, Markham, ON L3R 0H9

Voting virtually via Internet webcast as a beneficial holder

If you want to attend the meeting and vote your shares virtually via Internet webcast, follow these steps:

1. Appoint yourself as a proxyholder by submitting a duly completed voting instruction form or online at https://www.proxyvote.com. You must write your name in the appointee box and create an 8-character Appointee Identification Number.

2. You must make note of your exact name and eight-character Appointee Identification Number as these details will be required to access the virtual meeting. Appointees can only be validated at the virtual shareholder meeting using the exact name and eight-character Appointee Identification Number you entered when making the appointment.

3. You MUST submit your voting instruction form by 8 a.m. (Pacific Time) on June 16, 2026.

4. On the date of the meeting, log onto the Broadridge website using the link below at least 15 minutes before the start of the meeting. You should allow ample time to check into the virtual meeting and complete the related procedures. Click on the PROXYHOLDER/APPOINTEE tab and enter the exact name and Appointee Identification Number you provided when making the appointment. If you do not enter the exact name and eight-character Appointee Identification Number

   you created you will not be able to access the virtual meeting.

   https://www.virtualshareholdermeeting.com/IVN2026.

   A voting instruction form cannot be used to vote directly at the meeting.

   Notwithstanding the foregoing, if you are a beneficial holder located in the United States, you will generally have to first obtain a valid legal proxy from your intermediary and you will need to submit such legal proxy to Broadridge at:

   Data Tabulation

   P.O. Box 3700, STN Industrial Park, Markham, ON L3R 9Z9

   For further details, you should contact your intermediary directly.

   Voting in person as a beneficial holder

   If you want to attend the meeting and vote your shares in person:

   • strike out the names of the Ivanhoe representatives named in the proxy form or the voting instruction form; and

   • print your name in the space provided. If you want to appoint someone else to attend the meeting and vote your shares for you according to your instructions, print their name in the space provided on the proxy form or voting instruction form. The person does not need to be an Ivanhoe shareholder.

Then carefully follow the instructions provided by your intermediary for returning the form.

A voting instruction form cannot be used to vote directly at the meeting.

Changing your vote as a beneficial holder

Follow the instructions provided by your intermediary for revoking or changing your voting instructions or pre-signed proxy or contact your intermediary right away. You must ensure this happens far enough ahead of the meeting so your intermediary or service provider can act on your revocation or changed instructions in time for the meeting.

For more information on voting related matters, beneficial shareholders should contact their broker who services their account and registered shareholders can email their name, address, contact details and voting inquiry to Broadridge at proxy.request@broadridge.com.

For voting-related matters, please see "How to vote" starting on page 13.

How to contact our transfer agent

For non-voting-related matters:

Odyssey Trust Company

350 - 409 Granville St. Vancouver, BC V6C 1T2

Tel 1 (888) 290-1175

Email shareholders@odysseytrust.com

About the shareholder meeting (continued)

We are committed to assembling a strong and effective Board.

Ivanhoe's Board is led by Robert Friedland, our Founder and Executive Co-Chairman, and Weibao (Webber) Hao, Non-Executive Co-Chairman, one of the nominees put forward by our strategic shareholder partner, CITIC Metal Africa Investments Limited.

Tadeu Carneiro, an independent director, metallurgical engineer, business executive and lecturer, serves as our Lead Independent Director, is a member of the Nominating and Corporate Governance and Compensation and Human Resources committees, and is the Chair of the Technical Committee.

This year we again have 11 director nominees. Each nominee is qualified and currently serves on the Board. In late 2022, the Board commenced a process to identify prospective, independent directors of diverse backgrounds, experiences and skills to increase the independence of the Board as well as female and African representation. If all nominees are elected at the meeting, seven (64%) of the 11 nominees are independent, within the meaning of the Canadian Securities Administrators' National Instrument 58-101 - Disclosure of Corporate Governance Practices. See page 32 for more information.

We believe our 11 director nominees provide a sophisticated balance of institutional knowledge and fresh perspectives. This collective breadth of experience is essential for navigating the complex regulatory, operational, and financial risks inherent in a global enterprise. By integrating veterans from the mining, corporate finance and capital markets sectors, the Board maintains a deep understanding of our core operations and the fiscal discipline and funding mechanisms required for long-term growth. This is complemented by high-level expertise in government and insurance, providing the critical foresight needed to manage geopolitical shifts and large-scale liability.

Together, the 11 nominated directors provide a strong foundation of skills that we believe are critical for the robust oversight of our business and long-term value creation. You can read about these nominees in more detail in the director profiles starting on page 18.

The following is a snapshot of our Board if all 11 nominees are elected at the meeting.

36%

Non-independent

4 directors

Independence

64%

Independent 7 directors

45%

Non-diverse 5 directors

Diversity -Visible minority

55%

Visible minority 6 directors

18%

More than 20 years

2 directors

64%

Men 7 directors

Diversity -Gender

36%

Women

4 directors

36.5%

More than 70 years

4 directors

9%

40 - 49 years

1 director

Tenure

27%

5 - 10 years

3 directors

55%

Less than 5 years 6 directors

18%

60 - 69 years

2 directors

Age

36.5%

50 - 59 years

4 directors

16 Ivanhoe Mines 2026 Management Proxy Circular

Committee membership

The following table notes the Board committees and membership as at December 31, 2025. All directors are welcome to attend committee meetings.

1. Independent director.

2. Financial expert.

3. Xianwen Wu was appointed as a director on November 26, 2025, succeeding Mr. Manfu Ma who resigned as a director on November 26, 2025.

The director profiles that follow provide an overview of each nominee's background, skills and experience, 2025 meeting attendance and Ivanhoe shareholdings, among other things.

The table below is a summary of director meeting attendance in 2025.

Four resolutions were passed in writing by the Board in lieu of

a meeting. Resolutions in writing must be executed by all of the directors entitled to vote on a matter to be effective.

You can read more about our governance structure beginning on page 30.

The independent directors met two times in 2025.

Additionally, the independent directors and non-management directors have the opportunity to meet in-camera at every meeting of the Board.

Each nominated director has provided information about the Ivanhoe equity they own directly or indirectly as of April 30, 2026.

Directors are required to own Ivanhoe securities, unless specifically exempted, to align their interests with those of our shareholders and give them a vested interest in Ivanhoe's future success. The Board has waived the application of the share ownership requirement to certain directors who serve in executive roles with our largest shareholders or the parent companies thereof.

The minimum stock ownership policy for non-executive directors was amended in August 2023 such that in addition to Class A shares of Ivanhoe, qualifying securities now include DSUs that non-executive directors have elected to settle

in shares.

In addition, non-executive directors must now hold the value of two times the basic annual retainer in qualifying Ivanhoe securities. This amount was $150,000 in 2025.

Recognizing that equity securities fluctuate in value over time, once a director reaches the minimum share ownership requirement equivalent to the value of $150,000 by December 31 of the fourth year following the date he or she joined the Board, we consider them in compliance with the policy so long as they continue to maintain their holdings even if the value of those holdings subsequently fluctuates.

See page 36 to read more about our non-executive director equity ownership requirements.

Founder, Executive Co-Chairman Singapore

Not independent Age: 75

Director since: November 2000

2025 votes for: 97.03%

Board committees: None

Areas of experience: CEO/Board, International finance,

Public capital markets, Mining industry, Managing/Leading growth

ROBERT M. FRIEDLAND

International financier Robert Friedland founded this Company in 1993 to advance mineral prospects in Southern Africa. He has served as Executive Chairman and a director of the Company, formerly named Ivanplats Limited, since November 2000 and was President from June 2003 to May 2008.

For more than 31 years, Mr. Friedland has been recognized by leaders of the global financial sector and mineral resource industries as an entrepreneurial explorer, company builder and technology innovator. He has successfully developed a series of public and private companies, which have been at the forefront of some of the world's most notable mineral discoveries and mine developments including Fort Knox in Alaska, Voisey's Bay in Canada, Oyu Tolgoi in Mongolia, Platreef in South Africa and Kamoa-Kakula in the DRC. Under his leadership, the Ivanhoe group and associated companies have raised more than US$25 billion on world capital markets since 1993.

This capital has been invested in more than 30 nations, directed primarily at mineral resources and disruptive technologies.

In 1994, Mr. Friedland founded Indochina Goldfields Ltd., the predecessor to what became known as Turquoise Hill Resources. The company completed a C$270 million IPO on the Toronto Stock Exchange in 1996 and acquired the exploration rights for the Oyu Tolgoi project in 2000. After raising more than C$7 billion in equity and debt capital to fund Oyu Tolgoi's discovery and initial development, Oyu Tolgoi has become one of the world's largest copper-gold mines. Rio Tinto Group completed its acquisition of Turquoise Hill in December 2022.

From 1994 to 1996, Mr. Friedland served as Co-Chairman of Diamond Fields and played a prominent role in its IPO on the TSX in 1994. Assuming its co-chairmanship in 1994 after the discovery of high-grade nickel at Voisey's Bay on Canada's East Coast, Mr. Friedland guided its financing and development and led negotiations for its subsequent sale to INCO for C$4.3 billion in 1996.

In December 2021, Mr. Friedland was inducted into the American Mining Hall of Fame, in recognition of his outstanding lifetime achievements advancing the American and global mineral resources industry. In January 2016, Mr. Friedland was inducted into the prestigious Canadian Mining Hall of Fame, which cited his company-building and exploration achievements, honouring him as "a dynamic, transformative force in the Canadian and international mining industries" and "one of the most recognized mining personalities and achievers in the world".

Mr. Friedland holds an undergraduate degree in political science from Reed College, Oregon, USA.

Principal occupation, business or employment (last 5 years)

• Founder, Executive Chairman (November 2000 - September 2018) and Executive Co-Chairman (September 2018 - present) of Ivanhoe Mines Ltd.;

• Executive Chairman (November 2022 - present), Chairman and Chief Executive Officer (April 2021 - November 2022) of Ivanhoe Electric Inc.

• Co-Founder and Chairman (April 2008 - present) and Interim Chief Executive Officer (June 2023 - present) of I-Pulse Inc.

• Co-Chairman of Sunrise Energy Metals Limited (September 2016 - present)

• Founder, Chairman and Chief Executive Officer

  (July 2020 - February 2022) of Ivanhoe Capital Acquisition (now SES AI Corporation following business combination)

• Chief Executive Officer (December 2015 - July 2022) and Chairman (January 2018 - July 2022) of Ivanhoe Atlantic Inc. (formerly High Power Exploration Inc.)

• Chairman (January 1991 - present), President and Chief Executive Officer (July 1988 - present) of Ivanhoe Capital Corporation;

  2025 meeting	Number of			Other current public board memberships	Since
  attendance Board of Directors	meetings 7 of 8	Percentage 88%		Ivanhoe Electric Inc. (NYSE American: IE; TSX: IE) (public company since June 2022)	April 2021
  Total	7 of 8	88%		Sunrise Energy Metals Limited (formerly
  				Clean TeQ Holdings Limited) (ASX:CLQ)	September 2016

  Security holdings (as at April 30, 2026, and April 25, 2025)
  Year	Class A shares	RSUs PSUs	Options Share ownership requirement met

  2026	163,503,230	87,311	212,566	4,576,586	Yes
  2025	163,391,850	182,962	324,916	4,362,761	Yes

  
  
  

  Non-Executive Co-Chairman Hong Kong

  Not independent Age: 57

  Director since: July 2023

  2025 votes for: 95.31%

  Board committees: None

  Areas of experience: CEO/Board, International finance,

  Public capital markets, Mining industry, Managing/Leading growth, International trading

  WEIBAO (WEBBER) HAO

  Weibao (Webber) Hao joined the Ivanhoe Board in July 2023 as a nominee of CITIC Metal Africa Investments Limited. Mr. Hao has over 30 years' experience in overseas business management, financial management, investment and project management, international financing, and international trading. He joined CITIC (a company listed on the Main Board of the Hong Kong Stock Exchange) and

  its subsidiaries (the "CITIC Group") in April 2008. Since April 2024, Mr. Hao has served as the Chairman of CITIC Metal Group Ltd., the parent company of CITIC Metal Co., Ltd. (one of the first listed companies in the main board registration system of the Shanghai Stock Exchange (stock code: 601061)). From April 2023 to April 2024, he was the Vice Chairman and General Manager of CITIC Metal Group Ltd. Since April 2023, Mr. Hao has served as the Chairman and Chief Executive Officer of Hong Kong Stock Exchange listed company CITIC Resources Holdings Limited. He served as the Assistant to the General Manager, subsequently as the Deputy General Manager and then as the General Manager of CITIC Investment Holdings Ltd. between 2008 and 2017, during which period Mr. Hao also served as the General Manager of CITIC Environment Protection (Investment) Co., Ltd. He served as the Vice-Chairman and General Manager of CITIC Environment Investment Group Co., Ltd. from March 2015 to March 2021. From March 2021 to March 2023, he served as the Chairman and General Manager of CITIC Environment Investment Group Co., Ltd.

  Prior to joining the CITIC Group, Mr. Hao held several positions at Sinopec Engineering Incorporation from July 1992 to November 1997, and was mainly in charge of financial and project management. Mr. Hao worked at China International United Petroleum and Chemical Company Limited ("UNIPEC") as a Director and the Chief Financial Officer of the United Kingdom branch ("UK Branch") from December 1997 to April 2002, the Deputy General Manager of the UK Branch from December 2002 to June 2006, the Deputy Manager of the crude oil department of the head office from September 2005 to February 2007, the acting General Manager of the UK Branch from June 2006 to February 2007, and the Vice Chief Accountant of the head office from February 2007 to February 2008. During his employment at UNIPEC, he was mainly responsible for financial management, futures market operation and internal risk control.

  Mr. Hao holds a Bachelor of Economics from Jiangxi University of Finance and Economics, a Masters in Business Administration from Chinese University of Hong Kong, and a Doctor of Philosophy degree awarded by the University of Chinese Academy of Sciences.

  Principal occupation, business or employment (last 5 years)

  • Chairman (April 2024 - present), Vice-Chairman and General Manager (April 2023 - April 2024) of CITIC Metal Group Ltd. (an indirect parent of CITIC Metal Africa Investment Limited)

    2025 meeting attendance	Number of meetings	Percentage
    Board of Directors	6 of 8	75%
    Total	6 of 8	75%

    Other current public board memberships

CITIC Resources Holdings Limited

(SEHK:1205) April 2023

• • Executive Director, Chairman and Chief Executive Officer of CITIC Resources Holdings Limited (April 2023 - present)

  • Chairman and General Manager of CITIC Environment Investment Group Co., Ltd. (March 2021 - March 2023)

    Security holdings (as at April 30, 2026, and April 25, 2025)
    Year	Class A shares	RSUs	Share ownership requirement met

    2026	-	24,174	Waived1
    2025	-	23,556

    1. The Board has waived the application of the share ownership requirement for Mr. Hao given his executive role with the parent company of Ivanhoe's largest shareholder (see page 36).

    
    
    

    Lead Independent Director Boston, U.S.A.

    Independent Age: 66

    Director since: September 2018

    2025 votes for: 97.16%

    Board committees: Compensation and Human Resources Committee, Nominating and Corporate Governance Committee, Technical Committee, Chair

    Areas of experience: CEO/Board, Managing/Leading growth,

    Mining industry, Technology development, International project management, Governance

    TADEU CARNEIRO

    Tadeu Carneiro became a director of Ivanhoe on September 19, 2018, with the closing of a C$723 million equity investment in Ivanhoe by CITIC Metal Africa Investments Limited. Mr. Carneiro was nominated by CITIC Metal Africa Investments Limited under the terms of the equity investment and acquisition of an approximate 19.5% interest in Ivanhoe Mines.

    Mr. Carneiro is Chairman and Chief Executive Officer of Boston Electrometallurgical Corporation and an invited lecturer in the Department of Materials Science and Engineering at the Massachusetts Institute of Technology in the USA.

    Before retiring as Chief Executive Officer of Companhia Brasileira de Metalurgia e Mineração (CBMM) in December 2016, Mr. Carneiro spent 30 years with the company in progressively senior leadership positions.

    Mr. Carneiro holds his graduate degrees in Metallurgical Engineering from the University of São Paulo and a Master of Business Administration and Management degree from the University of Pittsburgh. He is a fellow of the Institute of Materials, Minerals and Mining (UK) since 2013. He is also a member of the advisory board of the Brigham and Women's Hospital Heart and Vascular Center in Boston, Massachusetts since 2019.

    Principal occupation, business or employment (last 5 years)

    Security holdings (as at April 30, 2026, and April 25, 2025)
    Year	Class A shares	DSUs	Share ownership requirement met

    2025 meeting attendance	Number of meetings	Percentage
    Board of Directors	8 of 8	100%
    Nominating and Corporate Governance Committee	5 of 5	100%
    Compensation and Human Resources Committee	6 of 6	100%
    Technical Committee	4 of 4	100%
    Total	23 of 23	100%

    2026	626,761	62,356	Yes
    2025	609,054	67,029	Yes

• Chairman and Chief Executive Officer of Boston Electrometallurgical Corporation (2017 - present)

  Other current public board memberships

n/a n/a

Gauteng, South Africa Independent

Age: 69

Director since: August 2020

2025 votes for: 99.44%

Board committees: Audit Committee, Chair, Compensation and Human Resources Committee, Chair

Areas of experience: Finance and capital markets, CEO/Board, Infrastructure development, Government/Institutional arrangements and transformation

MARTIE JANSE VAN RENSBURG

Martie Janse van Rensburg, CA, was appointed as an Ivanhoe Mines director in August 2020. Based in Johannesburg, South Africa, she has over 45 years' experience in finance and more than 25 years' experience in senior-level executive positions with several leading South African companies, with a particular focus on capital markets, project finance and infrastructure development. She also has worked on infrastructure projects in many of the Southern African Development Community (SADC) countries, including Botswana, Lesotho, Mozambique, Namibia and Swaziland.

Ms. Janse van Rensburg worked for Trans Caledon Tunnel Authority (TCTA), a South African state-owned entity charged with financing and implementing bulk raw water infrastructure projects, from May 1994 to January 2008, as its Chief Financial Officer from May 1994 to May 1998 and its Chief Executive Officer from June 1998 to January 2008. In addition to her executive management positions, Ms. Janse van Rensburg has more than 25 years of experience as an executive and non-executive director, serving in organizations that required strategic redirection and governance alignment in the public and private sectors.

Ms. Janse van Rensburg currently serves as a Non-Executive Director on the board of Sephaku Holdings Ltd. since September 2016. She served as the Interim Chairman of the Development Bank of Southern Africa from December 2024 to September 2025 where she served as a non-executive director since 2016. She was appointed to the Advisory Council overseeing the National Planning Commission of Botswana in February 2025. She previously served on the Boards of the Independent Regulatory Board for Auditors; Denel Soc.; Etion Ltd.; Johannesburg Water (Pty) Limited; Headstream Water Holdings (Pty) Ltd.; NMI Group of Companies and Trust; Airports Company of SA Soc.; Bond Exchange of South Africa; and AH Vest Limited.

Ms. Janse van Rensburg served as a member of Wholesale Credit Committee of FirstRand Bank Ltd (since April 2011 to March 2025) and serves on the Credit Investment Committee of Ashburton (since October 2016) and chairs the Committee (since 2020). Ms. Janse van Rensburg was a recipient of South Africa's inaugural Woman in Water Award in 2002, and was nominated for BWA Business Woman of the year in 2006. In 2025 Ms. Janse van Rensburg received a BPI Iconic Leadership and Excellence award in the Business Excellence and Leadership category.

Ms. Janse van Rensburg is a member of South African Institute of Chartered Accountants (SAICA) and the Institute of Directors (IODSA) and Institute of Corporate Directors (ICD). In 2023, she completed a Competent Boards Global ESG Certificate and Designation (GCB.D). She holds a Bachelor of Commerce degree, a Bachelor Honours of Commerce degree and a Certificate in the Theory of Accounting (CTA). She qualified as a Chartered Accountant in 1987.

Principal occupation, business or employment (last 5 years)

Sephaku Holdings Ltd. (JSE:SEP) September 2016

British Columbia, Canada Independent

Age: 82

Director since: May 1998

2025 votes for: 96.54%

Board committees: Audit Committee, Technical Committee

Areas of experience: CEO/Board, International finance, Mining industry, Public capital markets

PETER G. MEREDITH

Peter Meredith has been a director of the Company since 1998.

Mr. Meredith is the former Deputy Chairman of the original Ivanhoe Mines (the predecessor to what was previously known as Turquoise Hill Resources before the company was acquired by Rio Tinto Group in December 2022), where he was involved in overseeing business development and corporate relations. He also served as its Chief Financial Officer from May 2004 to May 2006, and from June 1999 to November 2001, and as its Deputy Chairman from May 2006 to April 2012. He served as a director of the original Ivanhoe Mines from March 2005 to May 2013. He also served as Chairman of Great Canadian Gaming Corporation from June 2015 to September 2021, where he oversaw its sale for approximately C$3.3 billion. He served as Chairman of Cordoba Minerals Corp. from April 2016 to

June 2019.

Before joining Ivanhoe Mines Ltd., Mr. Meredith spent 31 years with Deloitte LLP, chartered accountants, and retired as a partner in 1996. Mr. Meredith is a Chartered Professional Accountant and is a member of the Institute of Chartered Professional Accountants of British Columbia and the Institute of Chartered Professional Accountants of Ontario.

Mr. Meredith was certified as a Chartered Accountant by the Canadian Institute of Chartered Accountants in 1968.

Principal occupation, business or employment (last 5 years)

• Chairman of Great Canadian Gaming Corporation (June 2015 - September 2021)

• Corporate Director

  2025 meeting	Number of			Security holdings (as at April 30, 2026, and April 25, 2025)
  attendance	meetings	Percentage					Share ownership
  Board of Directors	8 of 8	100%		Year	Class A shares	DSUs	requirement met
  Audit Committee	4 of 4	100%		2026	838,156	85,968	Yes
  Compensation and Human Resources Committee (left				2025	831,306	88,176	Yes
  the committee in July 2025)	3 of 3	100%
  Technical Committee
  (appointed to the
  committee in July 2025)	2 of 2	100%
  Total	17 of 17	100%

  Other current public board memberships

Capstone Copper Corp. (TSX:CS) April 2019

Gauteng, South Africa Independent

Age: 70

Director since: June 2023

2025 votes for: 96.80%

Board committees: Sustainability Committee, Chair, Nominating and Corporate Governance Committee

Areas of experience: International politics, Government, Mining industry, Governance

DR. PHUMZILE MLAMBO-NGCUKA

Dr. Phumzile Mlambo-Ngcuka is the former United Nations ("UN") Under-Secretary-General and Executive Director of UN Women from August 2013 to August 2021, where she served as a global advocate for women and girls by establishing initiatives such as the HeForShe for men and boys to address gender equality. She was appointed Chancellor of the University of Johannesburg in January 2022.

In addition, Dr. Mlambo-Ngcuka was appointed a non-executive director of Mercedes-Benz SA in January 2024.

From June 2005 to September 2008, Dr. Mlambo-Ngcuka served as Deputy President of South Africa, overseeing programs and policies to reduce inequality, with a particular focus on women. Before this, she served as Minister of Minerals and Energy from June 1999 to June 2005 and Deputy Minister in the Department of Trade and Industry from 1996 to 1999. She was a Member of Parliament from 1994 to 1996 as part of South Africa's first democratic government.

Dr. Mlambo-Ngcuka began her career as a teacher and gained international experience as a coordinator at the World YWCA in Geneva, where she established a global programme for young women. She is the founder of the Umlambo Foundation, which supports leadership and education. A long-time champion of women's rights, she is affiliated with several organizations devoted to education, women's empowerment and gender equality.

Dr. Mlambo-Ngcuka completed her PhD in Technology and Education at the University of Warwick, United Kingdom, and holds a Bachelor of Arts degree in Social Science and Education from the National University of Lesotho. She also is a Hauser Leader at the Harvard Kennedy School's Center for Public Leadership.

Principal occupation, business or employment (last 5 years)

n/a n/a

• • Under-Secretary-General and Executive Director of UN Women, United Nations (August 2013 - August 2021)

    Security holdings (as at April 30, 2026, and April 25, 2025)
    Year	Class A shares	DSUs	Share ownership requirement met

    2026	-	55,624	Yes
    2025	-	42,590	Yes

    
    
    

    Gauteng, South Africa Independent

    Age: 76

    Director since: April 2018

    2025 votes for: 99.22%

    Board committees: Sustainability Committee, Nominating and Corporate Governance Committee

    Areas of experience: Government, International politics,

    Trade unions, Board,

    International project management

    KGALEMA P. MOTLANTHE

    Kgalema P. Motlanthe was President of the Republic of South Africa between 2008 and 2009. He was elected to the position of President by Parliament on September 25, 2008, and served until May 9, 2009.

    During Mr. Motlanthe's Presidency, he was the Chairman of the Southern African Development Community (SADC). Working in collaboration with other leaders of the 15-nation regional body, Mr. Motlanthe oversaw the implementation of Zimbabwe's Global Political Agreement. He also engaged with other world leaders in the G20 to help minimize the impact of the global financial crisis on South Africa's economy.

    Following his Presidency, Mr. Motlanthe was appointed by his successor, President Jacob Zuma, to serve as Deputy President of South Africa and served in that capacity from May 2009 until May 2014. He was also Deputy President of the ruling African National Congress (ANC) from 2007 until 2012, and Secretary-General of the ANC from 1997 to 2007.

    In earlier years, Mr. Motlanthe's role in the international movement against South Africa's apartheid system led to a 10-year prison sentence on Robben Island, the same jail where Nelson Mandela was incarcerated. Following his release in 1987, he worked for the National Union of Mineworkers (NUM) and became the union's General Secretary in 1992, succeeding Cyril Ramaphosa (South Africa's current President) who had helped to build the union and make it one of the most powerful in the country at the time.

    During his 10 years with the NUM, Mr. Motlanthe was credited with helping to establish the Mineworkers Investment Company, which was wholly owned by the NUM and made investments in companies that did not pose a conflict of interest for the union. Mr. Motlanthe played a crucial role in forming the Mineworkers Development Agency, which dealt with the developmental and social needs of retrenched miners and their families.

    Mr. Motlanthe currently heads the Kgalema Motlanthe Foundation, which is dedicated to a range of public-benefit activities, including conflict resolution, the promotion of human rights and democracy and the provision of care for pre-school-age children. Mr. Motlanthe also currently serves as the Chairperson of the OR Tambo School of Leadership and since 2020 he has served as the Chairperson of the African National Congress (ANC) Electoral Committee that oversees all elections of provincial and national leadership. In addition,

    Mr. Motlanthe is a member of the Global Commission on Drug Policy and the chairperson of the Eastern and Southern Africa Commission on Drugs.

    Mr. Motlanthe is a trustee to the following foundations and/or organizations: Nelson Mandela Foundation, Ahmed Kathrada Foundation, Institute for African Alternatives, Brazzaville Foundation, The Brenthurst Foundation, and Liliesleaf Trust.

    Principal occupation, business or employment (last 5 years)

• Retired • Patron of The Kgalema Motlanthe Foundation (2015 - present)

  2025 meeting	Number of			Security holdings (as at April 30, 2026, and April 25, 2025)
  attendance	meetings	Percentage					Share ownership
  Board of Directors	8 of 8	100%		Year	Class A shares	DSUs	requirement met
  Sustainability Committee	3 of 3	100%		2026	84,798	73,462	Yes
  Nominating and Corporate Governance Committee				2025	73,807	78,825	Yes
  (appointed to the
  committee in July 2025)	2 of 2	100%
  Total	13 of 13	100%

  Other current public board memberships

n/a n/a

Paris, France Independent Age: 48

Director since: June 2025

2025 votes for: 99.99%

Board committees: Audit Committee, Sustainability Committee

Areas of experience: International finance, M&A, Mining industry, Asset management, C-suite, Board

IMAN NAGUIB

Ms. Iman Naguib has over 20 years of cross-sector experience in corporate finance, strategy, M&A, restructuring, and asset management, with a focus on telecommunications, natural resources and financial services sectors across both emerging and developed markets. She also has a proven track record in assessing strategic options, driving business development, and managing treasury functions. Ms. Naguib is the Co-founder and Partner of Karnak Capital, a boutique investment vehicle focused primarily on liquid securities, real estate and financial services. From September 2012 to January 2015, Ms. Naguib served as Group Chief Financial Officer and Executive Director of La Mancha Resources, based in Paris, then a gold mining company with operating mines, and exploration and development projects across Africa, Australia and Argentina. She was featured in the Choiseul 200 Africa (2015) ranking top African economic leaders under 40.

Ms. Naguib also co-founded Accelero Capital in 2011, a private equity fund mainly focused on investment opportunities in telecommunications, media and technology and served as an Executive Director until August 2012 where she was responsible for deal sourcing and executing key transactions, including Egypt's largest M&A deal at the time - the approximately €3.2 billion sale of Mobinil Telecom.

From September 2006 to November 2011, Ms. Naguib served as Corporate Finance Director for Orascom Telecom Holding ("Orascom Telecom") and its parent company, Weather Investments, a global telecommunications group with network operation activities in the Middle East, Africa, South Asia and Europe. These roles were also based in France, where she managed corporate finance and M&A transactions, including debt financing, liability management, and corporate transactions across multiple markets. Additionally, she was involved in raising and restructuring efforts involving approximately $25 billion in debt and equity across the group's capital structure; including relevant restructuring and demergers required for the completion of the approximately $6.6 billion merger of Orascom Telecom with VimpelCom Ltd in 2011.

Ms. Naguib began her career in 1998 as an Associate at Commercial International Investment Company, a private equity firm in Egypt, and later joined Montpellier Asset Management in London as a Senior Associate from October 2004 to August 2006.

In January 2024, Ms. Naguib served as an independent non-executive director of Centamin PLC, a gold producer operating the Sukari Gold Mine, until its acquisition by AngloGold Ashanti PLC in November 2024.

Ms. Naguib holds a Masters in Business Administration from Cass Business School in London, U.K. and a Bachelor of Science in Business Administration from City University in Cairo, Egypt.

Principal occupation, business or employment (last 5 years)

n/a n/a

Abidjan, Côte d'Ivoire Independent

Age: 52

Director since: June 2023

2025 votes for: 97.10%

Board committees: Compensation and Human Resources Committee,

Nominating and Corporate Governance Committee, Chair

Areas of experience: CEO/Board, Insurance industry, International finance, International project management, Governance

DELPHINE TRAORÉ

Following the merger of Sanlam and Allianz Africa in September 2023, Ms. Traoré was appointed as Chief Executive Officer of Sanlam Allianz General Insurance, a leading Pan-African non-banking financial services company with a presence in 27 countries in Africa and is responsible for the development of Sanlam Allianz's business on the African continent. She served as Regional Chief Executive Officer of Allianz Africa from November 2021 to September 2023. Ms. Traoré joined the Board of management of Allianz Africa as Regional Chief Operations Officer in February 2017. From February 2017 to October 2021, Ms. Traoré served as Chief Operating Officer of Allianz Africa. She previously held the position of CEO of Allianz Global Corporate & Specialty ("AGCS") from September 2012 to February 2017 and remains a non- executive member of the Board of management of AGCS Africa. In addition, she has served as a board member of the Allianz for a Green Revolution in Africa since February 2022, African Reinsurance Corporation since November 2021 and the African Risk Capacity since June 2018 (Chairperson of the Underwriting Committee and member of the Finance Committee).

From June 2019 to September 2021, Delphine was the President of the African Insurance Organization (AIO), for which she served as Vice-President from May 2018 to June 2019. In 2019, Ms. Traoré was featured in Forbes Africa magazine's portraits of women economic leaders. In 2018, Jeune Afrique magazine also ranked her among the 50 most influential women in Africa. From 2015 to 2017, she was the President of the Insurance Institute of South Africa. In 2015, Ms. Traoré was awarded the Woman Leadership Award from the Africa Leadership Awards and appears twice (in 2014 and 2015) in the Choiseul 100 Africa annual independent study of top economic leaders of tomorrow by the Institut Choiseul.

Ms. Traoré began her career as a Senior Commercial Multi-Lines Insurance Underwriter and Marketing Representative and later as Regional Underwriting Manager with Ohio Casualty Group of Insurance from June 1996 to June 2003. From June 2003 to May 2005, she served as Commercial Umbrella/Excess Regional Underwriting Manager with Ohio. Ms. Traoré joined Allianz Group in August 2005 with Allianz Global Corporate & Specialty (AGCS) Canada. She held the positions of Liability Underwriter and Head of Market Management where she was responsible for identifying potential markets, client and broker target segments to support business development across Canada.

Ms. Traoré is a Chartered Property and Casualty Underwriter (CPCU) from the American Institute for Chartered Property Casualty Underwriters.

Ms. Traoré holds a Master of Science in Insurance Management from Boston University, Boston, Massachusetts, USA and a Bachelor of Science in Business and Accounting from the University of Pittsburgh, Pennsylvania, USA.

Principal occupation, business or employment (last 5 years)

• Chief Executive Officer of Sanlam Allianz General Insurance (September 2023 - present)

• Regional Chief Executive Officer of Allianz Africa (November 2021 - September 2023)

  2025 meeting attendance	Number of meetings	Percentage
  Board of Directors	8 of 8	100%
  Audit Committee (left the committee in July 2025)	2 of 2	100%
  Compensation and Human Resources Committee (appointed to committee in July 2025)	3 of 3	100%
  Nominating and Corporate Governance Committee (Chair)	5 of 5	100%
  Total	18 of 18	100%

  Other current public board memberships

n/a n/a

• Chief Operating Officer of Allianz Africa (February 2017 - October 2021)

  Security holdings (as at April 30, 2026, and April 25, 2025)
  Year	Class A shares	DSUs	Share ownership requirement met

  2026	7,102	72,914	Yes
  2025	5,704	51,115	Yes

  
  
  

  Beijing, China Not independent Age: 57

  Director since: March 1, 2025

  2025 votes for: 98.39%

  Board committees: Technical Committee

  Areas of experience: Mining development, Engineering, International project management, Operations

  DR. CHUN (JAMES) WANG

  Dr. Chun (James) Wang was appointed to the board of directors effective March 1, 2025, succeeding Mr. Jinghe Chen. Dr. Wang has over 25 years of experience in the base metals industry with extensive operational and leadership expertise in international mining operations. He has been the Vice President, Overseas Operations of Zijin Mining Group Co., Ltd. ("Zijin Mining") since January 2023.

  Dr. Wang began his career as Senior Principal Metallurgist at Beijing General Research Institute of Mining and Metallurgy, where he served from April 1996 to March 2004. In this role, he was responsible for hydrometallurgical process development and the commercialization of copper, nickel, cobalt and zinc. From March 2004 to November 2005, Dr. Wang was Chief Engineer at Tibet

  Yulong Copper Industries Co. Ltd. In December 2005, he was appointed the Chief Technical Officer at Ramu NiCo Management (MCC) Limited, responsible for the technical aspects of the Ramu Nickel Project located in Madang Province in Papua New Guinea. He was appointed as Deputy Chief Engineer and Director of the Research and Development and Engineering Institutes of Zijin Mining in February 2013, where he led the successful commercialization of a 450 tonne-per-annum oxidation plant of refractory gold ores at the Zijin Shuiyindong Gold Mine in 2016, the first of its kind in China. He served in this role until March 2018.

  Dr. Wang was the Vice President, Operation and Projects Technical for China Molybdenum Co., Ltd. from March 2018 to September 2019, during which time he oversaw the management of technical services, operations and capital projects for the company's overseas projects. From October 2019 to March 2022, Dr. Wang was the Chief Executive Officer of Continental Gold Inc., that was acquired by Zijin Mining in March 2020. He served as General Manager of Gold Mountains (H.K.) International Mining Company Limited from March 2022 to December 2022, guiding the company's project acquisitions, financial Investments and operations In Latin America.

  Dr. Wang completed his PhD in Sciences and Chemistry at the Changchun Institute of Applied Chemistry, and holds a Bachelor degree in Applied Chemistry from Central South University.

  Principal occupation, business or employment (last 5 years)

  • Vice President, Overseas Operations (January 2023 - present) of Zijin Mining Group Co., Ltd.

    2025 meeting attendance	Number of meetings	Percentage
    Board of Directors (appointed in March 2025)	7 of 7	100%
    Technical Committee July 2025)	2 of 2	100%
    Total	9 of 9	100%

  • General Manager (March 2022 - December 2022) of Gold Mountains (H.K.) International Mining Company Limited.

    (appointed to committee in

  • Chief Executive Officer (October 2019 - March 2022)

    Security holdings (as at April 30, 2026, and April 25, 2025)
    Year	Class A shares	DSUs	Share ownership requirement met

    2026	-	29,320	Waived1
    2025	-	13,099

    1. The Board has waived the application of the share ownership requirement for Dr. Wang given his executive role with the parent company of Ivanhoe's second largest shareholder and joint venture partner (see page 36).

    Other current public board memberships

Zijin Gold International Company Limited,

(SEHK:2259) November 2021

Beijing, China Not independent Age: 56

Director since: November 26, 2025

2025 votes for: n/a (first election since appointment)

Board committees: None

Areas of experience: CEO/Board, International mining investment and project management, International commodity trading, Finance

XIANWEN WU

Mr. Wu became a director of Ivanhoe on November 26, 2025, as a nominee of CITIC Metal Africa Investments Limited, succeeding

Mr. Manfu Ma. Mr. Wu has over 30 years of experience in international commodity trading and mining investment and currently serves as Director (since November 2016) and General Manager of CITIC Metal Group Limited (since April 2024) as well as the Chairman of CITIC Metal Co., Ltd., the parent company of CITIC Metal Africa Investment Limited.

Mr. Wu joined CITIC Metal Co., Ltd in 1994 and served in progressively more senior management positions in the Mineral Resources Department. Mr. Wu was the Vice General Manager of CITIC Metal Co., Ltd. from May 2009 to February 2014 and General Manager from February 2014 to November 2016 until his appointment as Chairman since November 2016.

Mr. Wu holds a Bachelor of Engineering in Industrial Electrical Automation from Xi'an University of Architecture and Technology, Xi'an, China.

Principal occupation, business or employment (last 5 years)

• General Manager of CITIC Metal Group Limited (April 2024 - present)

  2025 meeting attendance	Number of meetings	Percentage
  Board of Directors (appointed in November 2025)	1 of 1	100%
  Total	1 of 1	100%

  Other current public board memberships

Western Superconducting Technologies Co., Ltd. (SSE: 688122)

May 2023

CITIC Metal Co., Ltd. (SSE: 601061) November 2016

• Chairman of CITIC Metal Co., Ltd. (November 2016 - present)

2026 - 14,462 Waived2

2025

-

-1

1. Mr. Wu was appointed to the Board in November 2025. Held 1,428 DSUs at December 31, 2025.

2. The Board has waived the application of the share ownership requirement for Mr. Wu given his executive role with the parent company of Ivanhoe's largest shareholder (see page 36).

   
   
   Cease trade orders, bankruptcies, penalties or sanction

   To the knowledge of management, except as stated below, no director or executive officer of the Company is, as of the date of this management proxy circular, or was, within the 10 years before the date of this management proxy circular:

   • a director or executive officer of any company (including Ivanhoe) that was subject to a cease trade order or an order that denied the Company access to any exemption under securities legislation that was in effect for more than 30 consecutive days and that was issued while such person was acting in that capacity or after such person was acting in such capacity and which resulted from an event that occurred while the person was acting in that capacity; or

   • a director or executive officer of any company (including Ivanhoe) that, while such person was acting in that capacity, or within a year of ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

   • become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his or her assets; or

   • has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

On December 18, 2018, Zwoop Limited ("Zwoop") was placed into voluntary wind-up and liquidators were appointed under the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance (CWUMPO). Mr. Robert Friedland was a director of Zwoop until September 21, 2018. In June 2020, Zwoop was dissolved.

The foundation of a public company's corporate governance is its board of directors.

We believe in strong governance - corporate integrity, transparency and accountability and in the consistent application of strategies and practices that treat people and the environment with respect while pursuing the underlying business objective of building value for all stakeholders.

IVANHOE IS CONTINUED UNDER THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA).

Building an effective board 31

• Structure 31

• Independence 32

• Diversity 33

• Skills and experience 34

Board responsibilities 39

Board committees 45

Additional information about the Board 51

30 Ivanhoe Mines 2026 Management Proxy Circular

Co-Chairmen

• Provide strong and experienced Board leadership.

• Represent two of the Company's largest shareholders.

• Are non-independent.

  Robert M. Friedland, Founder, Executive Co-Chairman Weibao (Webber) Hao, Non-Executive Co-Chairman (nominated by CITIC Metal Africa Investments Limited).

  The Co-Chairmen are also responsible for:

• ensuring the Board understands the Company's business, culture and people;

• fostering open communication among directors and inclusive Board discussions;

• guiding management and acting as a liaison between the Board and other members of management to foster a professional and constructive relationship;

• driving management succession at senior levels and ensuring that the Company is developing employees for senior roles as part of succession planning;

• building relationships with members of the industry and financial community;

• spearheading strategic business and corporate development efforts for longer-term value creation; and

• representing the Company in engagements with key governments and various other stakeholders.

  Lead Independent Director

• Provides independent Board leadership and leadership to the independent directors.

• Works closely with the Executive Co-Chairman and President and Chief Executive Officer, providing advice and counsel

  as appropriate.

• Tadeu Carneiro has been in this role since April 2019. The Lead Independent Director is also responsible for:

• ensuring Board functions effectively and independently

  of management;

• overseeing the quality of the information sent to directors;

• acting as a facilitator with respect to interaction among the independent directors and between management and the independent directors;

• chairing any meetings of the independent directors held from time to time;

• overseeing the governance obligations of the Board and Board committees generally; and

• addressing any communication from shareholders or stakeholders for the independent directors and determining the appropriate action.

  Five standing committees help the Board carry out its duties and responsibilities:

  1

  2

  Nominating and Corporate Governance Committee

  (Independent)

  3

  Compensation and Human Resources Committee

  (Independent)

  4

  5

  Audit Committee (Independent)

  Sustainability Committee (Independent)

  Technical Committee (Majority Independent)

  Board Committees

  See the 2025 committee reports starting on page 46.

  Corporate Governance (continued)

  Independence

  The Nominating and Corporate Governance Committee regularly assesses the independence of directors using, among other things, information provided at least annually by directors or information brought to its attention. The Board then reviews this independent assessment produced by the Nominating and Corporate Governance Committee.

  A director is independent if he or she does not have a direct or indirect material relationship with Ivanhoe. A "material relationship" is one that could, in the view of the Board, reasonably be expected to interfere with the director's ability to exercise independent judgment, in addition to specific

  relationships which are deemed material, such as an executive role within the last 3 years.

  The Board considers seven (64%) of the 11 nominated directors independent per the definition of "independence" set out in NI 52-110.

  	Independent	Non-independent
  Robert Friedland		✓
  Weibao (Webber) Hao		✓
  Tadeu Carneiro	✓
  Martie Janse van Rensburg	✓
  Peter Meredith	✓
  Phumzile Mlambo-Ngcuka	✓
  Kgalema Motlanthe	✓
  Iman Naguib	✓
  Delphine Traoré	✓
  Chun (James) Wang		✓
  Xianwen Wu		✓

  The independent directors are Tadeu Carneiro, Martie Janse van Rensburg, Peter Meredith, Phumzile Mlambo-Ngcuka, Kgalema Motlanthe, Iman Naguib and Delphine Traoré.

  Mr. Carneiro serves as Lead Independent Director.

  Messrs. Robert Friedland and Weibao (Webber) Hao are officers of the Company and therefore are not independent. Also,

  Mr. Hao and Mr. Wu are nominee directors of the Company's largest shareholder, CITIC Metal Africa, and are executive officers of a CITIC Metal Africa affiliate. Mr. Wu succeeded Mr. Manfu Ma, who resigned from the Board effective November 26, 2025.

  Dr. Chun (James) Wang is a nominee director of Zijin Mining, the Company's second-largest shareholder and joint venture partner at the Kamoa-Kakula Copper Complex, and serves as Vice President, Overseas Operations of Zijin Mining. Dr. Wang succeeded Mr. Jinghe Chen, Former Chairman of Zijin Mining, who stepped off the Board effective March 1, 2025. Given

  their executive roles with companies affiliated with the largest shareholders of the Company, the Board determined that Messrs. Wu and Wang are not independent.

  The Board reviews director independence at least once a year. Independent directors may be required to meet from time to time to receive updates on corporate developments.

  The independent directors met twice separately in 2025. In addition, the independent directors have the opportunity to meet in-camera at every meeting of the Board. Directors may request at any time for part of a Board meeting to be held in camera without management present.

  The Board believes that meetings of the Audit Committee, Compensation and Human Resources Committee (the "Compensation Committee"), Sustainability Committee, and Nominating and Corporate Governance Committee also provide adequate forums to facilitate open and candid discussion among the independent directors because each of these committees is 100% independent. A committee member may request at any time for part of a committee meeting to be held in camera without management present.

  In 2025, the Audit Committee met four times. The Compensation and Human Resources Committee met six times, and the Nominating and Corporate Governance Committee met

  five times.

  Meetings

  The Board meets at least quarterly and strives to meet in person at least once per year, usually in conjunction with its annual strategic planning session. The Board also holds ad-hoc meetings usually by video conference, as required. The Board met eight times in 2025 and meeting attendance was 97%.

  Board committees meet as often as necessary. The Audit Committee meets at least four times a year, and the Nominating and Corporate Governance Committee,

  Compensation Committee, Sustainability Committee and the Technical Committee meet at least twice a year to fulfil

  their respective mandates. You can read about 2025 meeting attendance for the Board and each committee on page 17 and committee reports for the year in review beginning on page 46.

  Copies of the Board mandate and the five committee charters are available on our website (https://www.ivanhoemines.com).

  Board composition

  The Nominating and Corporate Governance Committee reviews Board composition at least annually to make sure the size and composition of our Board continues to meet our

  needs. The committee considers several factors, including any necessary or desirable competencies, our diversity policy and goals and objectives, as well as appropriate structures and procedures that allow the Board to function with the proper degree of independence from management.

  The Nominating and Corporate Governance Committee continues to review the composition of our Board to maintain an appropriate balance of diverse skills, experiences and capabilities as is appropriate to our business. The committee recognizes that certain of the directors have served our Company for more than a decade and thus it continues the work to refresh the make up of the Board.

  The committee also reviews our corporate governance policies, practices and procedures in light of ongoing developments in securities law, stock exchange and regulatory requirements,

  as well as industry guidance and recommendations relating to corporate governance, including those of proxy advisory firms.

  Diversity

  important aspect of diversity, the company recognizes that	25%
  diversity also includes one's race, religion, culture, ability, age,	20%
  socio-economic background and sexual orientation, among	15%
  other things.	10%

  We believe that diversity and inclusion at all levels of the organization is a competitive advantage, one that enhances performance and productivity, drives innovation, and ultimately results in business success. Our differences are our strengths, and we view our diversity as essential to innovation, creativity and the success of our Company. Although gender is one

  The Board achieved its goal of at least 30% female representation in June 2025.

  36%

  Board diversity - Gender

  40%

  27 %

  27 %

  35%

  30%

  The Company understands the value of having directors, members of executive management and employees with varied backgrounds and perspectives that reflect the diverse nature

  5%

  0%

  2023

  2024 2025

  of the countries and communities in which it operates. This diversity also brings a variety of perspectives to the business environment.

  Our Board recognizes the importance of diversity at all levels, of which gender is one important aspect. Accordingly, the composition of the Board is intended to reflect a diverse mix of skills, experience, knowledge and backgrounds, including an appropriate number of women directors. In 2015, the Board developed and approved a written diversity policy aimed at increasing the representation of women and other underrepresented groups on our Board, in our management ranks, and in our Company generally, through a range of companywide diversity initiatives.

  The policy was updated in 2022 to focus on the diversity of the Board and executive management and renamed the Board and Executive Management Diversity Policy. The updated policy now includes a target percentage for the representation of women on the Board and in executive management that are reviewed at least annually. A copy of the Board and Executive Management Diversity Policy is available on the Company's website (https://www.ivanhoemines.com).

  When a Board vacancy becomes available or is made available, or when the Board determines to identify additional directors for the Board, the Nominating and Corporate Governance Committee specifically considers diversity and inclusion as part of its decision-making process. As part of the Company's commitment to promoting gender diversity, the Board committed to:

• a Board composition in which women comprise at least 30% of all directors by no later than July 1, 2025, and to thereafter maintain that percentage, and

• maintain not less than 20% of executive management positions held by women.

Female representation

◼

Of the five standing committees, four committees are chaired by women: Audit, Nominating and Corporate Governance, Compensation and Sustainability. Two women are in leadership roles on the Board, being Martie Janse van Rensburg who chairs the Audit and Compensation committees, and

Delphine Traoré who chairs the Nominating and Corporate Governance Committee. To date, four of the Board's five committees are at least one half female, with the exception of the Technical Committee whose three members are male.

The Board recognizes the value of diverse perspectives and will continue to seek qualified and experienced female business leaders as it considers its composition and potential renewal. We presently have four women directors, Martie Janse van Rensburg, Phumzile Mlambo-Ngcuka, Iman Naguib and Delphine Traoré, who represent 36% of the Board. The search for suitable independent director candidates with business leadership experience in Africa culminated in the election of Iman Naguib in June 2025. If all of management's nominees

for election as a director are elected, women will continue to represent 36% of the total number of directors on the Board.

55%

55%

55%

Board diversity - Visible minority

60%

50%

40%

30%

20%

10 %

0%

2023 2024 2025

◼

Visible minority

Corporate Governance (continued)

Our Board is comprised of women and men of diverse cultures and professional backgrounds, with a broad-range of skills and experiences that enhance the Board's performance and productivity. Of the 11 directors on the Board as at December 31, 2025, six directors self-identified as members of a visible minority beyond gender.

A visible minority is defined by the Employment Equity Act of Canada as "persons, other than Aboriginal peoples, who are non-Caucasian in race or non-white in colour". While a diverse board and executive management is the goal and is part of the consideration for nominating directors and appointing

45%

Non-diverse 5 directors

55%

Diversity -Visible minority

Visible minority 6 directors

executives, measurable targets for persons with disabilities, Aboriginal peoples and members of other visible minorities are not currently included in the Board and Executive Management Diversity Policy.

Skills and experience

Please see page 33 for information on diversity within our executive leadership team.

Our Board represents a broad mix of diverse skills, competencies and experience to provide strong oversight of our business, operations and future growth. The Nominating and Corporate Governance Committee maintains a matrix to identify and track the skills, strengths and experience of its directors across key sectors and professional fields that the Board and its committees believe are necessary to meet their respective mandates and are important to the Company's business.

The skills matrix is designed to help the Nominating and Corporate Governance Committee with its analysis when reviewing the needs of the Board and succession planning. The matrix is reviewed at least annually to ensure that it remains relevant and consistent with our business and strategy. In early 2025, the Nominating and Corporate Governance Committee revised the skills matrix to redefine the meaning of legal experience. Since then, no changes were made to the construct of the matrix to the date of this management proxy circular.

The process requires that each nominated director completes a self-assessment of his or her skills per category on an annual basis, which the Nominating and Corporate Governance Committee then reviews and may further discuss with a director if a clarification is required. The table below reflects a working understanding of the key areas listed.

Ethical business conduct

We expect the highest standards of professional and ethical conduct from everyone at Ivanhoe. Our Code of Business Conduct and Ethics (the "Code") describes our commitment to a culture of honesty, integrity, accountability and respect for our communities and provides guidelines, principles and policies to help navigate complex legal landscapes and maintain high ethical standards.

The Code applies to directors, officers, employees, consultants, contractors and advisors of the Company and its subsidiaries and covers issues ranging from compliance with laws, rules and regulations, conflicts of interest, corporate opportunities, confidentiality, and Company assets, to insider trading, improper payments, fair dealing, health and safety, compliance with environmental laws, corporate disclosure, and Company records, among other things. A companion booklet to the Code provides general information about anti-bribery laws in Canada, the United States, the United Kingdom, South Africa and the DRC and also applies to consultants, contractors, advisors and others involved in business with Ivanhoe.

Non-adherence to the Code for employees may lead to disciplinary action up to and including termination of employment, and for contractors, may lead to the termination of their contracts. The Code is reviewed regularly to ensure that it remains on par with industry standards, regulatory amendments and our operating environment.

The Company's Anti-Bribery and Anti-Corruption Policy outlines the Company's risks related to bribery and corruption and the responsibilities of employees and other persons under relevant anti-corruption laws and Company policies, and internal controls and procedures intended to address compliance and business integrity issues. We also train our employees on the Code and anti-bribery and anti-corruption compliance on a global basis. The Company's Whistleblower Policy provides a safe, anonymous way to speak up. It outlines formal reporting procedures, including a whistleblower reporting hotline, whereby employees, agents and other persons may raise concerns about or report, anonymously if preferred, questionable accounting or auditing matters, intentional and unintentional violations of applicable laws or Company policies, bribery and corruption, and other matters which may negatively impact the Company's business and reputation.

The Board promotes a culture of ethical business conduct through communication and supervision as part of their stewardship responsibility. The Nominating and Corporate Governance Committee has been mandated by the Board to review the Company's governance policies and procedures in light of ongoing developments in securities law, stock exchanges and regulatory requirements relating to matters of corporate governance. It also assists the Board in dealing with conflicts of interest issues as contemplated by the Code and resolves reports of illegal or unethical behaviour that are a violation of the Code.

Anyone can report a suspected violation of Company policies or applicable laws. Reports are confidential and can be made anonymously. Our whistleblower reporting system is managed by an independent third party and generates alerts for the Audit Committee, the Manager, Internal Audit, the Chief Financial Officer and Vice President, Compliance. The Manager, Internal Audit reviews all reports when received, and then investigates on the committee's behalf, either individually or together with the appropriate report investigator, any alleged breaches of the Code or other policies, among other things, and reports the findings to the relevant committee chair in accordance with the Whistleblower Policy.

The Company prohibits retaliatory action against any director, officer, or employee who, in good faith, reports a concern about questionable ethical, moral, accounting, auditing or other matters.

A copy of the code is on our website (https://www.ivanhoemines.com) and on SEDAR+ (https://www.sedarplus.ca). You can also ask for a copy by writing to the Vice President, Compliance and Corporate Secretary, see page 12 for contact details.

ETHICS HOTLINE

Call 1-888-581-2173 (toll-free)

Go online https://secure.ethicspoint.com/domain/media/en/gui/35636/index.html

Confiicts of interest

Some Board members are directors or officers of, or have significant shareholdings in, other mineral resource companies that may participate in ventures similar to Ivanhoe, creating the possibility for a conflict of interest, including a conflict of interest when negotiating and concluding terms with such other mineral resource companies.

If a director has an interest in a material contract or material transaction involving Ivanhoe, he or she must disclose their interest to the Board and not participate in a vote on a contract or transaction per applicable law. It is not always easy to determine if a conflict of interest exists, so we encourage any potential conflicts to be reported to a member of senior management who is independent of the potential conflict. The management representative will assess the issue in consultation with legal counsel. If deemed appropriate, the Board may establish a special committee of independent and/or non-conflicted directors to review a matter where one or more directors, or members of management, may have a conflict.

Corporate Governance (continued)

Equity ownership of non-executive directors

Directors are required to own Ivanhoe securities, unless specifically exempted, to align their interests with those of our shareholders and give them a vested interest in our future success.

The stock ownership policy for non-executive directors provides that in addition to shares, qualifying securities now include DSUs that non-executive directors have elected to settle in shares. In addition, non-executive directors must now hold

the value of two times the basic annual retainer in qualifying Ivanhoe securities and meet that requirement by December 31 of the fourth year following the date (i) they joined the Board, or

(ii) the most recent amendment to this policy was implemented increasing the ownership target provision. Effective January 1, 2025, the basic annual retainer for non-executive directors was increased to $75,000 resulting in a minimum securityholding of a value of $150,000.

The Board has waived the application of the stock ownership policy to Messrs. Hao and Wu given their respective executive roles as Chairman and General Manager of CITIC Metal Group Limited, an affiliated company of our largest shareholder, CITIC Metal Africa Investments Limited. The Board also has waived the application of the stock ownership policy to Dr. Wang given his executive role as Vice President, Overseas Operations of Zijin Mining, the Company's second largest shareholder.

Recognizing that equity securities fluctuate in value, once a director reaches the minimum requirement, we consider such directors in compliance as long as they continue to maintain their holdings. Our non-executive directors who are subject to the policy currently meet the requirement.

Mr. Friedland is an executive director and is subject to share ownership requirements for executive management (see page 94). Mr. Friedland is the Company's third largest shareholder and has met this requirement.

Management

Management functions are performed by directors or senior officers. The President and Chief Executive Officer is responsible for our day-to-day operations and, in conjunction with the executive and senior management teams, implements the strategic initiatives approved by the Board. The President

and Chief Executive Officer also reports to the Board regularly on our short-term results and long-term business development activities.

Position descriptions

The Board has adopted position descriptions for the President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Lead Independent Director and the chairs of each standing committee.

The Board is responsible for our director development program.

Orientation

New directors receive information about their duties and obligations and Ivanhoe's business and operations and have access to minutes and other documents presented at recent Board meetings. New directors receive briefings from management on our business and prospects (positive and negative) so they have a good foundation of knowledge

as they start their duties as a director. They also have an opportunity to meet with our auditor and legal counsel.

New directors also receive a Director Handbook, a corporate governance manual with copies of our policies, charters, incentive programs, organizational chart and other important information for background and reference. The manual is updated regularly and is available online on the Board's electronic board portal.

Continuing education

Each director is responsible for staying informed about our business and outside developments that could have an impact on our Company.

We do not have a formal continuing education program however, directors receive regular updates from management about our business, including financial, business and strategic information.

Directors also receive special presentations, relevant articles, papers and other information from management and outside advisors so they have up-to-date knowledge and understanding of Ivanhoe's business, industry developments corporate governance, emerging compensation and

environmental, social and governance trends and the legal and regulatory environments. Selected press clippings regarding the mining industry, actions by competitors, and commodity issues are distributed daily.

In conjunction with the Lead Independent Director, the Corporate Secretary advises directors on educational opportunities from time to time. Directors are also encouraged to take external courses or attend webinars, seminars or industry conferences relevant to Ivanhoe and our business.

Costs relating to director participation in such events are generally reimbursed 100%. In 2025, the following courses were attended by directors:

Institute of Audit Committee Corporate

Effectiveness Directors Delphine Traoré

Navigating D&O Insurance: The

Institute of

Questions Every Corporate Director Should Ask Directors

Martie Janse van Rensburg Delphine Traoré

Peter Meredith

Future plans include promoting an intentional, ongoing culture of continuous learning that includes refresher sessions for veteran Board members.

We offer directors the opportunity to visit our project sites and facilities to meet our employees and gain additional insight into our business and encourage them to do so. Director site visits are usually held in October or November. Last year, a site visit to the

Company's three principal projects was arranged for the Board in November 2025 but was postponed to February 2026 due to issues with local airport access.

We also continued to provide directors with monthly photo journals that are also available to investors. Directors' continuing education and special presentations during 2025 included the following:

Assessment

The Nominating and Corporate Governance Committee is responsible for the annual Board assessment process which includes Board and committee performance assessments, as well as a director peer feedback survey to provide candid feedback to individual directors.

Directors complete comprehensive questionnaires to rate board, individual committee and peer performance in key areas and provide a qualitative assessment in each of those

areas. The questionnaires are structured to elicit comments and observations on performance and identify areas for improvement. The Nominating and Corporate Governance Committee reviews the results, identifies areas that require follow-up if required, and prepares a summary report for the Board.

The committee chair reviews the results with the chairs of the respective committees and develops action plans in areas that have been identified as requiring improvement. The committee chair presents the summary of the assessments to the Board. The committee monitors the issues identified for follow-up and updates the Board periodically as required.

Following the 2025 assessment process, the committees and Board were generally satisfied with their respective performances.

Succession

Our approach to Board renewal is to ensure that the Board is representative of the skills and experience needed to oversee our business. We strive to ensure that Board transition is completed in an orderly fashion to maintain the right balance of continuity and institutional memory while adding fresh perspectives. Our Board has determined not to implement term limits or a mandatory retirement age for directors because it would risk losing directors with a deep understanding of our company and business. As mine development can routinely take more than a decade from discovery to first production, the Board believes that Ivanhoe

and our shareholders benefit from directors who have nurtured strategic relationships and significant experience with our projects and the mining industry in general.

The Nominating and Corporate Governance Committee keeps abreast of necessary or desirable competencies and reviews Board composition regularly. It considers Board size, director qualifications and skill sets, diversity and other

factors important to Ivanhoe. The Nominating and Corporate Governance Committee maintains a skills matrix of the skills, strengths and experience that the Board and its committees believe are important for overseeing our business and future growth. You can learn more about each director's skills and experience in the director profiles beginning on page 18 and about the skills matrix on page 34.

Our diversity policy requires the committee and the Board to consider diversity, including the representation of women, backgrounds and other attributes when identifying and nominating director candidates. The Board also considers

education, experience, skill sets relative to the balance of skills required by the Board and committees to meet their respective mandates and any regulatory requirements. Iman Naguib,

a candidate with exceptional financial, business and leadership experience, was elected at the June 2025 meeting.

If all of management's nominees for election as a director are elected at the June 18, 2026 meeting, women will continue to represent 36% of the total number of directors. This will meet the Company's target of 30% female representation on

the Board.

You can read about our director nominees in more detail in the director profiles starting on page 18.

Shareholder Engagement

Ivanhoe Mines is committed to regular engagement with its shareholders, bondholders, industry analysts, and various stakeholders to ensure we communicate effectively, and that feedback is duly received.

Corporate Governance (continued)

We believe that the transparent and timely disclosure of information regarding the Company's performance is critical to achieving the highest standard of corporate governance, which is at the core of our values. Further, we believe that regular engagement with our investors, consisting of both our shareholders and bondholders, also provides valuable insight to assist our senior management team and Board in improving Ivanhoe's standards of disclosure and corporate governance.

Our senior management team and the Board maintain regular interaction with our investors and industry analysts by providing several open lines of communication. We also encourage investors to engage with our directors and senior management by attending the annual general and special meeting, which provides an opportunity for the Company to address questions from our shareholders and prospective investors.

Our senior management and directors engaged with the Company's investors frequently throughout 2025. This was achieved mainly through international industry conferences and marketing roadshows, as well as pre-arranged events such as webcasts discussing our quarterly earnings and project-specific events, including interactive question-and-answer sessions. In addition, the Company hosted multiple site tours of the Company's key project sites. Requests for investor calls and face-to-face meetings were also granted on an ad-hoc basis.

During 2025, the Company remained active on its social media channels, most notably X and LinkedIn, where follower counts and engagement metrics continued to increase.

During 2025, the main topics raised by investors focused on the latest operational and project developments, as well as ongoing and planned future capital allocation at Ivanhoe's

principal operations. This included the financial and operational performance of Kamoa-Kakula, especially following the seismic event in May 2025, as well as at the Kipushi Mine and the Platreef Mine. Ivanhoe's exploration activities continue to be of great interest, particularly the Western Forelands Exploration Project in the DRC, as well as other new projects in Zambia, Angola, South Africa, and Kazakhstan. Other topics of interest include our future growth plans, government relations, sociopolitical conditions and environmental, social, and governance matters.

During 2025, Ivanhoe Mines' senior management and directors engaged directly with 90% of the Company's top 20 shareholders, many of whom have visited our project sites in recent years.

During 2025, we welcomed several new shareholders, as well as several shareholders that increased their ownership in Ivanhoe Mines, most notably Qatar Investment Authority (QIA). Cantor Fitzgerald and Stifel Canada initiated analyst

coverage on Ivanhoe Mines in 2025, taking the total number of industry analysts covering the Company to 15. The Company's senior management team includes a team of investor relations professionals dedicated to daily communication with our investors and industry analysts worldwide. Our investor relations contact information is available on the Company's website at https://www.ivanhoemines.com/contact/.

Over the past 12 months, we continued our investor communication of the Company's sustainability efforts. This included publishing quarterly and annual sustainability reports and engaging with ESG rating agencies. The annual and quarterly Sustainability Reports are available on the Company's website

at https://www.ivanhoemines.com/investors/document-library/#sustainability.

Throughout the year, we provide regular updates to investors through our annual information form, financial statements, management's discussion and analysis, annual and quarterly Sustainability Reports, and news releases, to ensure any updates impacting the Company and its performance are delivered to shareholders promptly. Company filings can be found on the Company website at https://www.ivanhoemines.com and on SEDAR+ at https://www.sedarplus.ca.

Ivanhoe Mines is open to feedback from our shareholders, and you may contact the investor relations team or any member of executive management by emailing info@ivanhoemines.com.

You may contact the Co-Chairmen, the chair of any Board committee, or any director by emailing BoardofDirectors@ivanhoemines.com.

Additionally, you may contact any of the above by writing to or calling:

Ivanhoe Mines Ltd.

Unit 350 - 889 Harbourside Drive North Vancouver, British Columbia Canada V7P 3S1

Tel: +1-604-688-6630

The Board has overall responsibility for governance including oversight of management, our affairs and risk.