Fortescue Metals : Notice of General Meeting 2017

of General Meeting

Together we are Fortescue

ABN 57 002 594 872

Andrew Forrest AO

Your invitation to attend our Annual General Meeting of Shareholders and to vote on key issues.

Dear Valued Shareholder(s),

It is my pleasure to invite you to the Company's 2017 Annual General Meeting to be held on Wednesday, 8 November 2017 at 10:00 am (Perth time) in the Grand Ballroom, Hyatt Regency Perth, 99 Adelaide Terrace, East Perth, Western Australia (Meeting).

Since the last Annual General Meeting there has been a number of changes to your Board. Ms Penelope Bingham-Hall and Ms Jennifer Morris were appointed as non-executive directors

in November 2016 and Mr Owen Hegarty and Dr Geoff Raby resigned from the Board in December 2016.

Ms Elizabeth Gaines was appointed Chief Financial Officer (and became an Executive Director) on 6 February 2017 and Ms Sharon Warburton was appointed as Vice Chair in July 2017.

On 15 September 2017, I announced that our Chief Executive Officer, Nev Power, will complete his term in that role on 16 February 2018. Over the coming months, our Board will be working to appoint Nev's successor and we anticipate a strong field of internal and external candidates for the position.

At this year's AGM we will be seeking Shareholder confirmation of the reappointment of Mr Mark Barnaba AM and myself and the appointment of Ms Penelope Bingham-Hall and Ms Jennifer Morris.

The following pages contain details on the items of business to be conducted at the meeting. Your Directors believe that each of the resolutions is in the best interests of the Company and its Shareholders.

The meeting is an ideal opportunity for you to meet your Board and senior management team and I encourage you to attend. Voting on the resolutions at the meeting is important, and if you are not able to attend I recommend that you exercise your voting rights either by completing and returning the enclosed proxy form or by lodging it online at www.linkmarketservices.com.au and following the directions in the Notice of Meeting and on the proxy form.

Your Directors and management team look forward to seeing you at the meeting.

Yours sincerely

Andrew Forrest AO

Chairman, Fortescue Metals Group Ltd

Please read the Notice and Explanatory Statement carefully

If you are not able to attend the Annual General Meeting of Shareholders, please complete and return the Proxy Form in accordance with the specified directions.

2017 Fortescue Annual Report

Our Annual Report is available electronically at www.fmgl.com.au. Printed copies of the Annual Report have been mailed to Shareholders who selected this option.

2 FORTESCUE METALS GROUP LIMITED 2017 NOTICE OF GENERAL MEETING

Hyatt Regency Perth (Grand Ballroom) 99 Adelaide Terrace

East Perth, Western Australia

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Fortescue Metals Group Ltd (ABN 57 002 594 872) (Fortescue or the Company) will be held in the Grand Ballroom at the Hyatt Regency Perth, 99 Adelaide Terrace, East Perth, Western Australia on Wednesday, 8 November 2017 at 10.00 am (Perth time) (Meeting).

If you are unable to attend the Meeting you are encouraged to complete and return the proxy form attached to this Notice of Meeting. The completed proxy form must be received

at the office of the Company's share registrar, Link Market Services Limited, by no later than 10.00 am (Perth time) on Monday, 6 November 2017.

Date for determining voting entitlements

The Directors have determined that for the purposes of the Corporations Act 2001 (Cth) (Corporations Act), the

persons eligible to vote at the Meeting will be those persons who are registered Shareholders at 4.00 pm (Perth time) on Monday, 6 November 2017. Accordingly, transfers of shares registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Hyatt

Regency Perth Fortescue Centre

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Terrace Road

Adelaide Terrace

in Street

Appointment of Proxies

Each Shareholder who is entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy does not need to be a Shareholder.

A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion of votes each proxy is to exercise. If no proportion is specified, each proxy may exercise half the Shareholder's votes.

FORTESCUE METALS GROUP LIMITED 2017 NOTICE OF GENERAL MEETING 3

NOTICE OF ANNUAL GENERAL MEETING

Voting by proxy

A Shareholder can direct its proxy to vote for, against or abstain from voting on each resolution by marking the appropriate box in the Voting Directions section of the proxy form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed.

If the Chairman is to act as your proxy in relation to Resolution 1 (Adoption of Remuneration Report), Resolution 6 (Participation in the Performance Rights Plan by Ms Elizabeth Gaines)

and Resolution 7 (Approval of Increase in Fees paid to Non- Executive Directors) (whether by appointment or by default) and you have not given directions on how to vote by marking the appropriate box in the Voting Directions section of the proxy form, the proxy form expressly directs and authorises the Chairman to cast your vote "for" Resolutions 1, 6 and 7 (as applicable). This express authorisation is included because without it the Chairman would be precluded from casting your

votes, as these resolutions are connected with the remuneration of key management personnel.

Subject to the above requirements being met, the Chairman will vote all valid undirected proxies in respect of Resolutions 1 to 8 in favour of the relevant Resolution.

If you are in any doubt as to how to vote, you should consult your professional adviser.

The proxy form that accompanies this Notice of Meeting must be completed and received at the office of Link Market Services Limited, as detailed below, by 10.00 am (Perth time) on Monday, 6 November 2017.

Mail: Fortescue Share Registry

C/- Link Market Services Limited Locked Bag A14

SYDNEY SOUTH NSW 1235

Delivery: Fortescue Share Registry

C/- Link Market Services Limited 1A Homebush Bay Drive RHODES NSW 2138

Facsimile: (02) 9287 0309 (from Australia)

+61 2 9287 0309 (from overseas) Online: www.linkmarketservices.com.au

Select 'Shareholders Login' and in the 'Single Holding' section enter Fortescue Metals Group Ltd or the ASX code (FMG)

in the Issuer name field, your Holder Identification Number (HIN) or Security Reference Number (SRN) (which is shown on the front of your proxy form or on your holding statement), postcode,security code which is shown on the screen, tick the terms and conditions agreement and click 'Login'.

Select the 'Voting' tab and then follow the prompts.

You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

Voting at the Meeting

This year we are pleased to offer shareholders who are attending the meeting in person, a new way to lodge their vote using their mobile phone or tablet device. Shareholders can download the LinkVote App from the Apple App Store or Google Play prior to the meeting and use the app during the meeting to lodge a vote.

Paper voting cards will also be available at the AGM for shareholders who would prefer not to use the App.

"Google Play is a trademark of Google Inc"

Corporate Representatives

Any corporate Shareholder wishing to appoint a person to act as its representative at the Meeting may do so by providing that person with:

• a letter or certificate executed in accordance with the Corporations Act authorising that person to act as the corporate Shareholder's representative at the Meeting; or

• a copy of the resolution appointing that person as the corporate Shareholder's representative at the Meeting, certified by a secretary or director of the corporate Shareholder.

Alternatively, Shareholders can download and fill out the 'Appointment of Corporate Representation'form from Link Market Services Limited's website - www.linkmarketservices.com.au. Hover over 'Resources' and click on 'Forms' and then select 'Holding Management'.

Key Dates

Deadline for lodgement of proxy forms

10.00 am (Perth time) on Monday, 6 November 2017

Determination of voting eligibility

4.00 pm (Perth time) on Monday, 6 November 2017

Annual General Meeting

10.00 am (Perth time) on Wednesday, 8 November 2017

Queries

If you have any queries regarding the matters contained in

the Meeting documents, please call Company Secretary Alison Terry on +61 8 6218 8888.

4 FORTESCUE METALS GROUP LIMITED 2017 NOTICE OF GENERAL MEETING