Exhibit 99.1

Turquoise Hill Resources Ltd.

Notice of Annual Meeting of Shareholders and

Management Proxy Circular

Dated: March 26, 2021

Notice of 2021 Annual Meeting of Shareholders

Dear Shareholders:

You are invited to attend Turquoise Hill Resources Ltd.’s (“Turquoise Hill”, the “Corporation”, “we”, “our” or “us”) Annual Meeting of Shareholders (the “Meeting”) for the following purposes:

The Board of Directors has fixed the close of business on March 24, 2021 as the record date for the determination of Shareholders entitled to attend and to receive notice of, and to vote at, the Meeting and at any adjournment or postponement thereof.

Shareholders will be able to vote on all business brought before the Meeting and submit questions for consideration as they would in an in-person meeting. Shareholders that usually vote by proxy ahead of a meeting will be able to do so in the usual way. More details about voting can be found at page 11 of this Circular.

Technical support will be available to Shareholders who wish to attend the meeting, prior to and during the Meeting by clicking on the support button on the login page. Should any specific queries not be answered, Shareholders can click on the link to the support page where they will have the capacity y to chat with representatives from LUMI.

Although the Corporation currently intends to hold a virtual Meeting on May 12, 2021, we will continue to monitor public health and travel safety protocols required or recommended by federal, provincial and local governments. If necessary or advisable, Turquoise Hill may change the date, format and/or location of the Meeting and any such changes will be announced in advance through a press release, which will be filed on SEDAR at www.sedar.com and posted on the Corporation’s website at www.turquoisehill.com and will provide such other notice as may be required by applicable law.

The Circular, the form of proxy (“Form of Proxy”) or voting instruction form, the audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2020 and a return envelope accompany this notice of Meeting.

Shareholders may register and log into the live audio webcast platform from 8:00 a.m. (Eastern Time). We would appreciate your early registration so that the Meeting may start promptly at 9:00 a.m. (Eastern Time).

A Shareholder who wishes to appoint a person as proxy other than the management nominees identified in the Form of Proxy or voting instruction form (including a non-registered Shareholder who wishes to appoint themselves to attend the virtual Meeting) must carefully follow the instructions set out in the Form of Proxy or voting instruction form, as applicable, and in the Circular. These instructions include the additional step of registering such proxyholder with our transfer agent, AST Trust Company (Canada), after submitting the Form of Proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will be able to listen to the Meeting but will not be able to vote.

		Turquoise Hill Resources Ltd. 2020 Proxy Circular						2

Dated in Montreal, Quebec this 26th day of March, 2021.

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SUMMARY

The following summary highlights some of the important information found in this Circular. These highlights do not contain all the information that should be considered. It is recommended to read the entire Circular before voting.

¹ Mr. Gillin is a member of the Independent Review Committee and Advisory Board of the Strathbridge group of investment funds. As part of his role with Srathbridge, Mr. Gillin sits on three boards of publicly traded Strathbridge investment funds. Mr. Gillin’s commitment with Strathbridge is substantially less and not comparable to commitments at typical public companies For further information, please refer to Mr. Gillin’s biography on page 19.

		Turquoise Hill Resources Ltd. 2020 Proxy Circular						4

VOTING AND PROXIES

SOLICITATION OF PROXIES

Proxies are being solicited by and on behalf of Turquoise Hill’s management from the holders of common shares (“Common Shares”) of the Corporation in connection with the Meeting of the Shareholders to be held electronically at 9:00 a.m. (Eastern Time), on May 12, 2021 at via live audio webcast online at https://web.lumiagm.com/497834284 and at any adjournment or postponement thereof, for the purposes set forth in the Notice of 2021 Annual Meeting of Shareholders (the “Notice of Meeting”).

The solicitation of proxies by management will be made primarily by mail, but proxies may be solicited personally or by telephone by directors of the Corporation, officers and regular employees of the Corporation and its affiliates. All costs of this solicitation will be borne by the Corporation, save for the cost of solicitation of the OBOs (as defined in “Voting by Non-Registered Shareholders” of this Circular).

The Board of Directors has fixed the close of business on March 24, 2021 as the record date, being the date for the determination of registered Shareholders entitled to receive notice of, and to vote at, the Meeting (the “Record Date”).

General information

Unless otherwise stated, the information contained in this Circular is as of March 26, 2021. All dollar amounts are expressed in Canadian dollars (“$” or “C$”) or United States dollars (“US$”), as indicated.

In this Circular, accompanying Form of Proxy and Notice of Meeting, references to “you”, “your” and “shareholder” are references to registered Shareholders unless specifically stated otherwise.

MEETING PROCEDURES

Meeting location details    

Quorum

The Corporation’s by-laws provide that the quorum for the transaction of business at the Meeting is at least one individual present at the commencement of the Meeting holding, or representing by proxy the holder or holders of, Common Shares carrying, in the aggregate, not less than one-third (33 1/3%) of the votes eligible to be cast at the Meeting.

Votes required to pass a resolution

Under the Business Corporations Act (Yukon) (the “YBCA”), a simple majority of the votes cast by Shareholders at the Meeting is required to pass an ordinary resolution.

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Voting shares and principal holders thereof

The Corporation’s authorized capital consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value.

In 2020, and following approval of a special resolution to this effect by Shareholders at the July 24, 2020 Annual and Special Meeting, the Corporation implemented a consolidation (or reverse stock split) of the Corporation’s Common Shares at a ratio of one post-consolidation share for every 10 pre-consolidation shares the “Consolidation”)

The Consolidation was completed effective on October 23, 2020 and, at that time, reduced the number of Common Shares then-outstanding from 2,012,314,469 to 201,231,430. As of March 26, 2021, Turquoise Hill had 201,231,430 fully paid and non-assessable issued and outstanding Common Shares, each carrying the right to one vote. As of such date, no preferred shares were issued or outstanding. A holder of record of one or more Common Shares on the securities register of the Corporation on the Record Date who either attends the Meeting or deposits a Form of Proxy in the manner and subject to the provisions described below will be entitled to vote or to have such share or shares voted at the Meeting, except to the extent that:

To the knowledge of the Directors and executive officers of the Corporation, Rio Tinto plc is the only person who beneficially owns, controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding Common Shares. The approximate number of Common Shares so owned, controlled or directed, and the percentage of voting shares of the Corporation represented by such shares, in each case as at March 26, 2021, is as follows:

Notes:

With regard to the effect of the Consolidation on PSUs, RSUs and Deferred Share Units (each a “DSU”, collectively “DSUs”), in accordance with the plans governing such share units, the number of PSUs, RSUs and DSUs outstanding prior to the Consolidation was reduced proportionately and using the same one to 10 ratio as was used in the Consolidation, such that the underlying award value did not change. All references in this Circular to Common Shares and/or units held by individuals have been retroactively adjusted to reflect the amounts reduced by the 1:10 ratio.

VOTING AT THE MEETING

Voting instructions differ depending on whether you are a registered or a Non-Registered Shareholder (as defined in Section - “Voting by Non-Registered Shareholders” of this Circular):

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The voting and participation process for the Meeting is different for registered and Non-Registered (or beneficial) Shareholders. Please follow the instructions below carefully and vote or provide voting instructions for all of the Common Shares you hold. Non-Registered Shareholders will be able to attend as guests but not vote unless they follow and properly complete the instructions requiring them to appoint themselves as proxyholder through their Broker in their voting instruction form (as defined in Section – “Voting by Non-Registered Shareholders” of this Circular). See Section – “Voting as a Non-Registered Shareholder – Appointing a proxyholder” below for more details.

Voting as a registered Shareholder

If you are a registered Shareholder, you can vote using any of the following options:

		Online, prior to the Meeting   You may go to the website www.astvotemyproxy.com or www.astvotezmaprocuration.com and follow the instructions on the screen. The voting instructions are then conveyed electronically over the Internet.   Registered Shareholders will need their control number located on the Form of Proxy or in the e-mail if they have chosen to receive this Circular electronically.   If the proxy is returned via the Internet, registered Shareholders can appoint a person or a company other than the persons named in the Form of Proxy as their proxyholder. This person or company does not have to be a Shareholder. Registered Shareholders may indicate the name of the person or company they are appointing by following the instructions online.   To have full access to the Meeting the proxyholder must also call AST at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 by 9:00 a.m. (Eastern Time) on May 10, 2021 so that AST may provide the appointee with a 13-digit proxyholder control number via email. Such 13-digit proxyholder number will differ from the control number set forth on the Form of Proxy. Without the 13-digit proxyholder control number, the proxyholder will be able to attend the meeting as a guest, but will not be able to participate, interact, ask questions or vote at the Meeting.   The cut-off time for voting over the Internet is 9:00 a.m. (Eastern Time) on May 10, 2021.
		By mail   You may complete, date, and sign your Form of Proxy and return it in the envelope provided or deliver it to one of AST’s principal offices in Montreal, Toronto or Vancouver, which addresses are listed below, for receipt before 9:00 a.m. (Eastern Time) on May 10, 2021. or with the Secretary of the Meeting prior to commencement of the Meeting on the day of the Meeting or on the day of any adjournment or postponement thereof.
		1600 – 2001 Robert-Bourassa Blvd. Montreal, Quebec H3A 2A6		1 Toronto Street Suite 1200 Toronto, Ontario M5C 2V6		The Oceanic Plaza 1600 – 1066 West Hastings St. Vancouver, British Columbia V6E 3X1
		You may appoint a person or company other than the Directors or officers named in the Form of Proxy as proxyholder. This person or company does not have to be a Shareholder. You must make sure the person or company you are appointing is aware that he or she has been appointed and attends the Meeting. See below for more information on appointing and revoking proxyholders.

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		To have full access to the Meeting the proxyholder must also call AST at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 by 9:00 a.m. (Eastern Time) on May 10, 2021 so that AST may provide the appointee with a 13-digit proxyholder control number via email. Such 13-digit proxyholder number will differ from the control number set forth on the Form of Proxy. Without the 13-digit proxyholder control number, the proxyholder will be able to attend the Meeting as a guest, but will not be able to participate, interact, ask questions or vote at the Meeting.
		At the Meeting (Voting electronically)   You do not need to complete or return a Form of Proxy if you intend to vote electronically at the Meeting. If you attend the Meeting electronically, you will be able to attend the virtual Meeting and vote in real time, provided you are connected to the internet and follow the instructions set out below. Guests can also log into the meeting as set out below. Guests will be able to listen to the meeting but will not be able to vote during the meeting.   ●  Step 1: Log in online at https://web.lumiagm.com/497834284. ●  Step 2: Follow these instructions:   Registered Shareholders: Click “I have a control number” and then enter your control number and password “[password]” (case sensitive). The control number located on the form of proxy or in the email notification you received from AST is your control number. If you use your control number to log in to the meeting, any vote you cast at the meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the meeting.   Guests: Click “Guest” and then complete the online form.   It is your responsibility to ensure internet connectivity for the duration of the meeting and you should allow ample time to log in to the meeting online before it begins.
		By appointing another person to attend the Meeting   See below for more information on appointing and revoking proxyholders.

Appointing a proxyholder

A registered Shareholder entitled to vote at the Meeting may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders, who need not be Shareholders, to attend and act at the Meeting for the Shareholder, and on the Shareholder’s behalf.

The individuals named in the enclosed form of proxy (the “Form of Proxy”) are Directors and/or officers of the Corporation. A registered Shareholder may appoint, as proxyholder or alternate proxyholder, a person or company other than any of the persons designated in the enclosed Form of Proxy, and may do so either by inserting the name or names of such person(s) or company (ies) in the blank space provided in the enclosed Form of Proxy or by completing another proper Form of Proxy.

The appointment of a proxyholder or alternate proxyholder will not be valid unless a Form of Proxy making the appointment, signed by the registered Shareholder or by an attorney of such Shareholder authorized in writing, is deposited with AST:

AST must receive your proxy not less than 48 hours (excluding Saturdays, Sundays, and statutory holidays) before the Meeting or the adjournment or postponement thereof at which the proxy is to be used. To have full access to the meeting the proxyholder must call AST at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 by 9:00 a.m. (Eastern Time) on May 10, 2021 so that AST may provide the appointee with a 13-digit proxyholder control number via email. Such 13-digit proxyholder number will differ from the control number set forth on the Form of Proxy. Without the 13-digit proxyholder control number, the proxyholder will be able to attend the Meeting as a guest, but will not be able to participate, interact, ask questions or vote at the Meeting.

The cut-off time for appointing proxies is 9:00 a.m. (Eastern Time) on May 10, 2021.

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The Chair of the Meeting reserves the right to accept late proxies and may waive or extend the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy.

Revoking a proxy

If you have given a proxy, you may revoke it:

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Voting as a Non-Registered Shareholder

The information set forth in this section should be reviewed carefully by non-registered Shareholders of Turquoise Hill. Shareholders who do not hold their Common Shares in their own name (the “Non-Registered Shareholders”) should note that only proxies deposited by Shareholders who appear on the records maintained by AST, the Corporation’s registrar and transfer agent, as registered holders of shares will be recognized and acted upon at the Meeting. Duly appointed proxyholders that attend the Meeting will be able to vote by completing a ballot online during the Meeting through the live webcast platform. If shares are listed in an account statement provided to a Shareholder by his, her or its broker, trust company, bank or similar institution (collectively, a “Broker”), those shares are, in all likelihood, not registered in the Shareholder’s name. Such shares are more likely registered under the name of the Shareholder’s Broker or an agent of that Broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).

Common Shares held by Brokers (or their agents or nominees) on behalf of a Broker’s client can only be voted at the direction of the Non-Registered Shareholder. Without specific instructions, Brokers and their agents and nominees are prohibited from voting shares for the Broker’s clients. Therefore, each Non-Registered Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

If you are a Non-Registered Shareholder, you have two voting options:

		By mail   Applicable securities laws require Brokers and other intermediaries to seek voting instructions from Non-Registered Shareholders in advance of shareholders’ meetings. The various Brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. If you have any questions respecting the voting of shares held through a Broker or other intermediary, please contact that Broker or other intermediary immediately for assistance.
		Appointing a proxyholder   A Non-Registered Shareholder may appoint someone else as proxyholder for the purposes of voting at the Meeting. A Non-Registered Shareholder should enter their proxyholder’s name in the blank space on the voting instruction form provided to them by their Broker (or the Broker’s agent) and return the same to their Broker (or the Broker’s agent) in accordance with the instructions provided by such Broker (or the Broker’s agent).

 

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Non-Registered Shareholders are either “objecting beneficial owners”, or “OBOs”, who object that intermediaries disclose information about their ownership in the Corporation, or “non-objecting beneficial owners”, or “NOBOs”, who do not object to such disclosure. The Corporation pays intermediaries to send proxy-related materials to NOBOs.

If you are a Non-Registered Shareholder located outside of Canada (including U.S. Non-Registered Shareholders) and wish to vote at the Meeting or, if permitted, appoint yourself or a third party as a proxyholder, in addition to the steps described above, you may also be required to obtain a valid legal proxy from your Broker (or the Broker’s agent). You must then follow the instructions from your Broker (or the Broker’s agent) included with the legal proxy form AND in the voting instruction form sent to you or contact your Broker (or the Broker’s agent) to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy, you must then submit such legal proxy in accordance with the instructions set out in the proxy.

Whether you vote by mail, telephone, Internet or other means permitted by your Broker, your voting instruction form must be received by AST not less than 48 hours (excluding Saturdays, Sundays, and statutory holidays) before the Meeting or the adjournment or postponement thereof at which it is to be used. The Chair of the Meeting may waive or extend the proxy cut-off without notice.

The Chair of the Meeting reserves the right to accept late proxies or voting instructions and may waive or extend the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy or voting instruction form.

Revoking a proxy

If, as a Non-Registered Shareholder, you have voted through your Broker and would like to change or revoke your vote, contact your Broker to discuss whether this is possible and what procedures you need to follow. The change or revocation of voting instructions by a Non-Registered Shareholder can take several days or longer to complete and, accordingly, any such action should be completed well in advance of the deadline prescribed in the voting instruction form by the Broker or its service company to ensure it is given effect to at the Meeting.

EXERCISE OF DISCRETION

The persons named in the enclosed Form of Proxy or voting instruction form will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the registered Shareholders appointing them.

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If you decide to appoint the Directors and/or officers of the Corporation named in the enclosed Form of Proxy or voting instruction form as your proxyholders, and do not indicate how you want to vote, they will vote as follows:

				FOR electing each Director nominated by management
				FOR appointing KPMG LLP as auditors at a remuneration to be fixed by the Directors
				FOR the non-binding advisory vote on our approach to executive compensation

The persons named in the enclosed Form of Proxy or voting instruction form will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the Meeting or any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.

As of the date of this Circular, management of the Corporation knows of no such amendments, variations, or other matters to come before the Meeting. However, if any such or other matters, which are not currently known to management, should properly come before the Meeting, the shares will be voted on such matters in accordance with the best judgment of the persons named in the Form of Proxy or voting instruction form.

HELPFUL REMINDER

If you do not intend to attend the Meeting, you need to vote or provide your proxy or voting instructions in advance of the Meeting:

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BUSINESS OF MEETING

ELECTION OF DIRECTORS

The Corporation’s Restated Articles of Incorporation currently provide that the number of Directors will be a minimum of three and a maximum of 14. In determining the nominees for election, management has considered the advisability of having a majority of the Directors of the Board being “independent” under applicable securities laws and stock exchange requirements, the need for strong professional and industry-sector representation while remaining small enough to facilitate diversity together with effective dialogue and decision-making. In accordance with the Corporation’s by-laws, the number of Directors to be elected at a meeting of Shareholders will be equal to the number of nominees for election recommended by management in the proxies in respect of the Meeting, which is within the minimum and maximum number of Directors permitted under the Corporation’s Restated Articles. The maximum number of Directors to be elected at the Meeting is fixed at seven, as reflected in the enclosed management Form of Proxy and voting instruction form.

The Section – “Board Nominees” below details management’s seven nominees, four of which are “independent directors” under applicable securities laws and stock exchange requirements (for more details see Section - “Board Composition”), for election as Directors at the Meeting.

Director nominees

The following tables set out information with respect to each of management’s seven nominees for election as Directors at the Meeting, including their age, all major offices and positions each now holds with the Corporation and any of its significant affiliates if applicable, each nominee’s principal occupation, business or employment, the period of time during which each has been a Director, the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each as at March 26, 2021, and the number of DSUs held by each as at March 26, 2021. All of management’s seven nominees for election are currently Directors. The term of office of each of the present Directors will expire at the close of the Meeting unless he or she is re-elected at the Meeting. As you will note from the enclosed Form of Proxy or

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voting instruction form, Shareholders may vote for each Director individually. Each Director is required to be elected annually by a majority vote. See Section - “Majority Voting Policy” below for further details.

Unless contrary instructions are indicated in the Form of Proxy or the voting instruction form, the persons designated in the accompanying Form of Proxy or voting instruction form intend to vote FOR the election of the nominees recommended by management as Directors of the Corporation, to hold office until the conclusion of the next meeting of Shareholders or until their successors are duly elected.

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(i) Mr. Gillin is a member of the Independent Review Committee and Advisory Board of the Strathbridge group of investment funds, which includes eight publicly listed investment funds. As part of this role, Mr. Gillin serves on the board of directors of three of the TSX-listed Strathbridge investment funds that are corporations, being Premium Income Corporation, S Split Corp. and World Financial Split Corp. Mr. Gillin’s commitment with the Strathbridge investment funds is substantially less and not comparable to commitments at typical public companies because the Strathbridge investment funds (A) have virtually no employees, (B) have an external manager that manages all of the operations of the investment funds, (C) only function as investment funds (rather than operating companies), and (D) have a much reduced time commitment with the Independent Review Committee and Advisory Board. It is noted that Mr. Gillin has had a perfect attendance record for the companies on which he serves as a director.

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Notes:

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Skills matrix

The Nominating and Corporate Governance Committee maintains and uses a skills matrix to identify and track the key skills and areas of strength that the Board believes are important for overseeing Turquoise Hill’s business, management and future growth. The Committee reviews the skills matrix at least once a year to assess whether the size and composition of the Board are appropriate for the Corporation’s needs. The skills matrix is also used to develop a list of potential candidates for nomination to the Board of Directors. The following table identifies the skills and competencies of each nominee in the various areas of experience:

Governance

Board Experience

7

✓

✓

✓

✓

✓

✓

✓

Committee Experience

7

✓

✓

✓

✓

✓

✓

✓

Chair Experience

4

✓

✓

✓

✓

Leadership

CEO

5

✓

✓

✓

✓

✓

COO

2

✓

✓

CFO

2

✓

✓

Senior Management / Partner

7

✓

✓

✓

✓

✓

✓

✓

Relevant Industry Knowledge/Experience

Exploration

5

✓

✓

✓

✓

✓

Mining Operations

7

✓

✓

✓

✓

✓

✓

✓

Power

4

✓

✓

✓

✓

Other Resources

5

✓

✓

✓

✓

✓

Financial Acumen

Financial Literacy

7

✓

✓

✓

✓

✓

✓

✓

Accounting Designation

1

✓

Banking / Capital Markets / M&A

6

✓

✓

✓

✓

✓

✓

Operations/Management

Business Development

7

✓

✓

✓

✓

✓

✓

✓

Engineering

2

✓

✓

Human Resources / Compensation

5

✓

✓

✓

✓

✓

International

7

✓

✓

✓

✓

✓

✓

✓

Information Systems / Technology

4

✓

✓

✓

✓

✓

Sales & Marketing

3

✓

✓

✓

Strategic Planning / Leading Growth

7

✓

✓

✓

✓

✓

✓

✓

Enterprise Risk Management

7

✓

✓

✓

✓

✓

✓

✓

Legal/Government/Environment

Corporate Law

3

✓

✓

✓

Securities Law / Regulations

4

✓

✓

✓

✓

Government Policy / Relations

4

✓

✓

✓

✓

Health, Safety, Environment & Communities

6

✓

✓

✓

✓

✓

✓

Corporate Social Responsibility/Sustainable Practices

7

✓

✓

✓

✓

✓

✓

✓

Other

Diversity

1

✓

 

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Previous year’s voting results

Notes:

The Corporation’s Nominating and Corporate Governance Committee regularly assesses the optimal size, composition and qualifications needed of potential independent Board members, including based on the Corporation’s established Diversity Policy, skills matrix, succession planning needs, annual assessment results and minority Shareholder feedback. This process is carried out with the assistance of external advisors and approved by the Board. Two of four independent Directors have been appointed over the past years (Maryse Saint-Laurent in 2017 and George Burns in 2020). The Corporation believes this has ensured appropriate Board renewal while maintaining a depth of institutional knowledge through the other two independent Directors. The Board comprises a majority of Directors who are independent under applicable securities laws and stock exchange requirements (4 of 7). The Board Chair, and all members of the Audit Committee, the Compensation and Benefits Committee and the Special Committees established by the Board are independent Directors.

Following the Corporation’s 2020 Annual and Special Meeting, the independent Directors undertook an in-depth review of the Board’s composition with a view to the Corporation’s long-term strategy and needs. Such process included regular engagement between the independent Directors and minority Shareholders during which possible changes to the Board were discussed with a view to maximizing the effectiveness of its decision-making and the ideal complement of skills needed on the Board.

The Nominating and Corporate Governance Committee has a rigorous process in place for selecting independent Directors, including the use of external search firms where appropriate to assist in identifying candidates from a broad pool that might meet the criteria needed to continuously enhance the Board’s and its committees’ decision-making with regard to the Corporation’s Diversity Policy, skills matrix, and the results of annual assessments of Directors, among other factors. In determining the list of potential candidates, the Nominating and Corporate Governance Committee considers feedback received as part of the independent Directors’ engagement with the Corporation’s various Shareholders and other stakeholders and the need for strong professional and industry-sector representation while remaining small enough to facilitate diversity together with effective dialogue and decision-making.

Additional disclosure relating to Directors

To the knowledge of the Corporation, no proposed Director is, or has been within the last 10 years, a director or executive officer of an issuer that, while that individual was acting in such capacity or after that individual ceased to be a director or executive officer, but as a result of an event that occurred while that individual was acting as a director or executive officer of that issuer was the subject of a cease trade order or similar order or an order that denied the issuer access to any exemptions under Canadian securities regulations, for a period of more than 30 consecutive days or while that individual was acting in such capacity or within one year of that individual ceasing to act in such 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. In addition, to the knowledge of the Corporation, no proposed Director has within the last ten years become bankrupt, made a proposal under legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceeding,

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arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Majority voting policy

Pursuant to Turquoise Hill’s Majority Voting Policy, in an uncontested election of Directors, if a nominee for election as a Director receives a greater number of votes “withheld” or “abstained” than votes “for” with respect to the election of Directors by Shareholders, he or she will be expected to tender his or her resignation to the Board promptly following the meeting of Shareholders at which the Director is elected. The Board will accept such resignation, except in exceptional circumstances, and announce such decision in a press release to be issued within 90 days following the meeting of Shareholders. The resignation will be effective when accepted by the Board. The Director who offered to tender his or her resignation pursuant to this policy will not participate in any committee or Board deliberations and decisions pertaining to the resignation offer.

Term of office

The term of office of each of the current Directors will end at the conclusion of the Meeting. Unless a Director’s office is earlier vacated in accordance with the provisions of the YBCA, each Director elected will hold office until the conclusion of the next annual meeting of Shareholders or, if no Director is then elected, until a successor is elected.

Tenure

Collectively, the seven nominees for election as Directors have 27 years of experience on the Board and individually, the years of service go up to nine years. In light of the renewals on the Board in recent years, the average tenure of the Directors on the Board is 3.93 years, with two of the four independent Directors nominated for election at the Meeting having been elected in the past four years (Maryse Saint-Laurent in 2017 and George Burns in 2020).

The Board Mandate requires that Directors offer their resignation to the Chair of the Nominating and Corporate Governance Committee upon reaching 12 years of service on the Board, which term may be extended as determined by the Board in its discretion. In exercising this discretion, the Board takes into consideration the skills, background and diversification requirements of the Corporation’s future strategic initiatives.

Diversity

The Corporation is committed to diversity and recognizes the benefits of promoting diversity, both within the Corporation and at the level of the Board of Directors.

The Board of Directors has adopted a written policy regarding diversity on the Board and in named executive officer positions (the “Diversity Policy”) which sets forth the Corporation’s approach to achieving and maintaining diversity (including but not limited to gender diversity) on its Board and in executive officer positions. In an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experiences is critical to the Corporation’s success. The Corporation believes that by bringing together highly qualified individuals from diverse backgrounds, including from underrepresented groups that may not have access to traditional networks, and giving each person the opportunity to contribute their skills, experiences and perspectives, it is able to deliver the best solutions to challenges and deliver sustainable value for the Corporation and its stakeholders. The Corporation considers diversity to be an important attribute of a well-functioning Board and management team. Maintaining and advancing diversity in the Corporation will assist in upholding its status as a leading mining company. For the purposes of Board composition and composition of the team of executive officers, diversity includes, but is not limited to, characteristics such as gender, age, and disability, as well as the inclusion of Indigenous peoples and members of visible minorities. In particular, Turquoise Hill recognizes that gender diversity is a significant aspect of diversity and acknowledges the important role that women can play in contributing to the diversity of perspective on the Board and in executive officer positions. The Corporation is also committed to inclusiveness within all its positions. See Schedule “A” – “Statement of Corporate Governance Practices” for more details regarding the Diversity Policy.

The Board is committed to ensuring that gender diversity is actively pursued and seeks to ensure that there is at least one woman on the Board at all times, giving due consideration to all other above-mentioned factors. The Diversity Policy

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sets out the Corporation’s target of having not less than 30% of women Directors on the Board by 2024 in line with the Corporation’s term of office as established in its Board Mandate, and vacancies as may occur from time to time. Additionally, the Diversity Policy highlights the Corporations’ commitment to strive to maintain a representation of not less than 30% of women in Named Executive Officer positions. The table below shows the number of women currently on the Board and in Named Executive Officer positions:

The Corporation is also committed to appointing at least one (1) Director belonging to a “Designated Group”, such Designated Groups including Indigenous peoples, persons with disabilities or members of visible minorities, as the Corporation looks to fulfill its other targets and commits to consider the appointment of members of Designated Groups within Named Executive Officer positions.

Turquoise Hill’s commitment to diversity and inclusion aligns with its values of accountability, respect, teamwork and integrity and is reflected in its Code of Business Conduct. For more details, see Section - “Code of Business Conduct”.

Over-boarding policy

As part of the Board Mandate, the Corporation has adopted an over-boarding policy which includes the application of the following guidelines when considering candidates to become Directors: (a) for candidates that are chief executive officers or other senior executives of public corporations, individuals should hold no more than two public corporation directorships (including the Corporation’s Board), and (b) for other candidates, individuals should hold not more than a total of five public corporation directorships (including the Corporation’s Board). The Corporation believes that this policy underscores the importance for each candidate to make the commitment of time and effort necessary to be an effective Director.

In addition to the over-boarding policy, the charter of the Audit Committee provides, among other things, that no member of the Audit Committee may serve simultaneously on the audit committees of more than three public companies, including the Corporation’s, unless the Board determines that such simultaneous service would not limit or impair the ability of such member to effectively serve on the Audit Committee of the Corporation.

Interlocking directorships

There are no interlocking directorships that exist among management’s seven Director nominees as of March 26, 2021.

Succession planning for the Board of Directors

The Nominating and Corporate Governance Committee maintains an evergreen list of potential candidates to serve on the Board. In establishing this evergreen list of potential candidates, the Board of Directors and the Nominating and Corporate Governance Committee consider individuals that possess the skills and knowledge required to make a meaningful contribution to the Board, which has oversight of the development of the succession planning process.

The Nominating and Corporate Governance Committee has a rigorous process in place for selecting independent Directors including the use of external search firms where appropriate to assist in identifying candidates from a broad pool that might meet the criteria needed to continuously enhance the Board’s and its Committees’ decision-making with regard to the Corporation’s Diversity Policy, skills matrix, and the results of annual assessments of Directors, among other factors. In determining the list of potential candidates, the Nominating and Corporate Governance Committee considers feedback

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