8 September 2017

The Companies Officer

Australian Securities Exchange Ltd Level 40, Central Park

152-158 St Georges Terrace Perth WA 6000

Dear Sir or Madam

Vesting and Lapse of Performance Rights

Please find attached Appendix 3B reflecting changes due to the vesting and lapse of Performance Rights issued under the shareholder approved Fortescue Metals Group Ltd (ASX: FMG, Fortescue) Performance Share Plan (PSP).

2015 Long Term Incentive Plan
  1. Lapse of Performance Rights

    • 3,752,129 FY2015 Performance Rights granted under Fortescue's PSP in relation to the LTIP lapsed where performance conditions were not fulfilled during the period 1 July 2014 to 30 June 2017.

2017 Executive and Senior Staff Incentive Plan
  1. Vesting of Performance Rights

    • 1,677,946 FY2017 Performance Rights granted under Fortescue's PSP in relation to the Executive and Senior Staff Incentive Plan (ESSIP) have vested where performance conditions were met during the period 1 July 2016 to 30 June 2017.

    • One ordinary fully paid share has been purchased on-market by the Fortescue Employee Share Trust for each FY2017 Performance Right that has vested. Ordinary shares are held by the Fortescue Employee Share Trust until exercise. No new Fortescue shares were issued.

  2. Lapse of Performance Rights

    • 68,842 FY2017 Performance Rights granted under Fortescue's PSP in relation to the ESSIP lapsed where performance conditions were not fulfilled during the period 1 July 2016 to 30 June 2017.

Yours sincerely

Fortescue Metals Group Ltd Alison Terry

Company Secretary

Media contact: Investor Relations contact:

Michael Vaughan Stuart Gale

E: mediarelations@fmgl.com.au E: investorrelations@fmgl.com.au

M: +61 422 602 720 Fortescue Metals Group Limited PO Box 6915

ABN 57 002 594 872 East Perth, Western Australia

Level 2, 87 Adelaide Terrace P +61 8 6218 8888

East Perth, Western Australia 6004 E fmgl@fmgl.com.au

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Fortescue Metals Group Ltd

ABN

57 002 594 872

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1

+Class of +securities issued or to be issued

FY2015 Long Term Incentive and FY2017 Short Term Incentive Performance Rights vested (with shares being purchased on-market and then transferred) or lapsed.

2

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

FY2015 Performance Rights

  1. 3,752,129 FY2015 Performance Rights granted under Fortescue's Performance Share Plan (PSP) lapsed.

  2. 1,677,946 FY2017 Performance Rights granted under Fortescue's PSP vested.

  3. 68,842 FY2017 Performance Rights granted under Fortescue's PSP lapsed.

FY2017 Performance Rights

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)

FY2015 Performance Rights

  • Lapse of 3,752,129 FY2015 Performance Rights granted under Fortescue's PSP has occurred.

  • Vesting of 1,677,946 FY2017 Performance Rights granted under Fortescue's PSP has occurred.

  • Lapse of 68,842 FY2017 Performance Rights granted under Fortescue's PSP has occurred.

FY2017 Performance Rights

One ordinary fully paid share was acquired for each Performance Right that has vested under the above grants. Shares for the vesting of the above performance rights were purchased on- market by the Fortescue Employee Share Trust. No new Fortescue shares were issued.

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

Vesting of Performance Rights

1,677,946 FY2017 Performance Rights granted under Fortescue's PSP in relation to the FY17 Executive & Senior Staff Incentive Plan (ESSIP) vested where performance conditions were met during the period 1 July 2016 to 30 June 2017.

One ordinary fully paid share was acquired for each Performance Right that has vested. Shares for the vesting of the above Performance Rights were purchased on-market by the Fortescue Employee Share Trust.

Lapse of Performance Rights

3,752,129 FY2015 and 68,842 FY2017

Performance rights granted under Fortescue's PSP lapsed where performance conditions were not fulfilled during the period 1 July 2014 to 30 June 2017 and 1 July 2016 to 30 June 2017 respectively.

5

Issue price or consideration

Nil

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

6

Purpose of the issue

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

Performance Rights granted in FY2015 and FY2017 vesting or lapsing in accordance with their terms.

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

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f

Number of +securities issued under an exception in rule 7.2

N/A

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values.

Include the source of the VWAP calculation.

N/A

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

Fortescue Metals Group Ltd. published this content on 08 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 08 September 2017 06:57:01 UTC.

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