Fortescue Metals : Appendix 3B & 3Y - Performance Rights Granted

Name of entity

Fortescue Metals Group Ltd

ABN

57 002 594 872

1

+Class of +securities issued or to be issued

FY2017 Performance Rights Granted

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

FY2017 Performance Rights

1. 1,746,788 FY2017 Performance Rights granted under Fortescue's Performance Rights Plan (PRP) in relation to the Executive and Senior Staff Incentive Plan (ESSIP); and

2. 3,647,886 FY2017 Performance Rights granted under Fortescue's PRP in relation to the Long Term Incentive Plan (LTIP).

3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for payment; if

+convertible securities, the conversion price and dates for conversion)

Performance Rights granted under Fortescue's PRP. Terms of the Performance Rights are determined in accordance with the relevant plan.

Each Performance Right granted under the PRP will entitle the holder to be issued, transferred or allocated a share for nil consideration subject to the satisfaction of any relevant vesting conditions.

Subject to the terms of the relevant plan the Performance Rights granted under the PRP in respect to the ESSIP and the LTIP entitles the recipient to one (1) ordinary share for each Performance Right.

Recipients will only benefit from the grant of a Performance Right (and value received) if the relevant Performance Conditions are fulfilled and they are allocated the performance shares.

The final number of ESSIP Performance Rights that vest will be dependent upon an assessment of Company and individual performance. Company performance comprises company annual and growth measures designed to drive both a short and long term perspective on performance, and protect the long term interests of the Shareholders.

The final number of LTIP Performance Rights that vest will be dependent upon an assessment of overall performance of the Company at the end of each 3-year vesting period. LTIP Performance is measured against a combination of financial and strategic measures being Absolute Return on Equity (AROE), relative Total Shareholder Return (TSR), and a basket of Strategic Objectives.

These Performance Conditions will be measured over the period 1 July 2016 to 30 June 2017 for the ESSIP and over the 3-year period 1 July 2016 to 30 June 2019 for the LTIP.

Subject to applicable laws, all Performance Rights will immediately vest upon a change of control, the retirement or retrenchment of the Recipient and the death of the Recipient, to the extent that the above Performance Conditions have been met.

Unvested Performance Rights granted will lapse where the Performance Conditions are not met during the period 1 July 2016 to 30 June 2017 for

the ESSIP and 1 July 2016 to 30 June 2019 for the LTIP, or if the Recipient ceases to the an Eligible Employee, to the extent that the Performance Conditions have not been met (or unless the Board otherwise determines).

4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

+securities?

If the additional +securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

No.

A grant of a Performance Right will not give the holder a legal or beneficial interest in ordinary fully paid Fortescue Metals Group Ltd (Fortescue) shares until that Performance Right vests. Prior to vesting, Performance Rights do not carry a right to vote, receive dividends or generally participate in other corporate actions.

When Performance Rights have vested, ordinary fully paid Fortescue shares will be allocated. These shares will rank equally with existing Fortescue shares.

5

Issue price or consideration

Nil

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Performance Rights granted to certain Executives and Senior Staff as part of the Fortescue FY2017 ESSIP for the period 1 July 2016 to 30 June 2017 and FY2017 LTIP for the period 1 July 2016 to 30 June 2019.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

No

6b

The date the security holder resolution under rule 7.1A was passed

N/A

6c

Number of +securities issued without security holder approval

under rule 7.1

N/A

6d

Number of +securities issued with security holder approval under rule 7.1A

N/A