International Ferro Metals (IFM) aims to be one of the world’s low cost ferrochrome producers through the use of latest mining technology and integrated mine and processing plants.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser. If you have sold or transferred all of your shares in International Ferro Metals Limited ("the Company"), please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

INTERNATIONAL FERRO METALS LIMITED
(ACN 099 355 790)
(“the Company”)

Notice of Annual General Meeting of Shareholders

To be held at Level 27, AMP Centre, 50 Bridge Street, Sydney, NSW, 2000

On Wednesday, 23 November 2011 at 10:00am (Sydney time)

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Notice is hereby given to International Ferro Metals Limited shareholders of the Company’s annual general meeting (the "Meeting") to be held on Wednesday, 23 November 2011 at 10:00 am (Sydney time) at Level 27, AMP Centre, 50 Bridge Street, Sydney, NSW, 2000. The purpose of the Meeting is to consider, and if thought fit, to pass with or without modification the following resolutions. Resolutions 1 to 6 will be proposed as ordinary resolutions and Resolution 7 will be proposed as a special resolution.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and proxy form both form part of this Notice.

Recommendation

The Directors of the Company consider that all the proposals to be considered at the Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. Save where certain Directors have abstained from making a recommendation, as noted in the Explanatory Memorandum, as a result of their interest in particular resolutions, the Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings to the extent they are permitted to vote on such resolutions by the Corporations Act 2001 (Cth) and Listing Rules of the London Stock Exchange.

ORDINARY BUSINESS

1. REPORTS AND ACCOUNTS

   To receive the Financial Statements and the Reports of the Directors and Independent Auditor for the financial year ended 30 June 2011.

2. ORDINARY RESOLUTION 1
   Remuneration Report

   "That the Remuneration Report contained in the Financial Statements for the financial year ended 30 June 2011 is adopted."

   Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

3. ORDINARY RESOLUTION 2
   Re-election of Director

   "That, in accordance with clause 21.3 of the Constitution of the Company, Mr Terence Willsteed retires by rotation, and being eligible, is re-elected as a Director of the Company".

4. ORDINARY RESOLUTION 3
   Re-election of Director

   "That, in accordance with clause 21.3 of the Constitution of the Company, Ms Tian Xia retires by rotation, and being eligible, is re-elected as a Director of the Company".

5. ORDINARY RESOLUTION 4
   Election of Director

   "That, Mr Christiaan Jordaan, having been appointed as a Director of the Company since the last annual general meeting, who retires in accordance with clause 20.5 of the Constitution of the Company and being eligible, is elected as a Director of the Company".

6. ORDINARY RESOLUTION 5
   Issue of Rights

   "That, subject to the approval of Resolution 4, for the purposes of the Listing Rules of the London Stock Exchange and for all other purposes, the issue under the Company's Performance Rights Plan to Mr Christiaan Jordaan (a Director of the Company) or his nominee, of 4,000,000 rights to subscribe for fully paid ordinary shares in the Company on the terms (including as to the exercise price) set out in the attached Explanatory Memorandum accompanying this Notice of Annual General Meeting and the issue to Mr Christiaan Jordaan of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such rights, is hereby approved."

7. ORDINARY RESOLUTION 6
   Issue of Rights

   "That, subject to the approval of Resolution 4, for the purposes of the Listing Rules of the London Stock Exchange and for all other purposes, the issue under the Company's Performance Rights Plan to Mr Christiann Jordaan (a Director of the Company) or his nominee, of such number of rights to receive fully paid ordinary shares in the Company as is equivalent to the value of ZAR6,000,000 calculated as set out in the attached Explanatory Memorandum and subject to the Company achieving certain performance targets and otherwise on the terms set out in the attached Explanatory Memorandum accompanying this Notice of Annual General Meeting, and the issue to Mr Christiaan Jordaan of fully paid ordinary shares in the capital of the Company upon the full or partial exercise of such rights, is hereby approved."

8. SPECIAL RESOLUTION 7
   Disapplication of pre-emption rights

   "That, in addition to any rights to subscribe for or receive fully paid ordinary shares in the Company authorised to be issued under Resolutions 5 and 6, the Directors be and are hereby authorised to allot equity securities for cash in accordance with clause 3 of the Constitution of the Company provided that such powers shall be limited to the allotment of up to 27,700,402 equity securities (such authority to expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 30 November 2012). The foregoing power shall allow and enable the Directors to make an offer or agreement before the expiry of that power which would or might require securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired."

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

The Company's shareholders ("Shareholders") should read the Explanatory Memorandum accompanying, and forming part of, this Notice of Annual General Meeting ("Notice") for more details on the resolutions to be considered at the Annual General Meeting ("Meeting").

ENTITLEMENT TO ATTEND AND VOTE

In accordance with Reg 7.11.37 of the Corporations Regulations 2001, the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm (Sydney time) on 21 November 2011 will be entitled to attend and vote at the Meeting as a shareholder. This means that if you are not the registered holder of a relevant share in the Company at that time, you will not be entitled to vote in respect of that share.

VOTING EXCLUSIONS

The entitlement to vote at the Meeting will be subject to any voting exclusions applicable under the Corporations Act 2001 (Cth) and the Listing Rules of London Stock Exchange.

Voting Exclusion Statement on Resolutions 1, 5 and 6

Recent changes to the Corporations Act 2001 (Cth) impose voting exclusions which require that if any Key Management Personnel or their Closely Related Parties are appointed as a proxy in respect of a resolution connected directly or indirectly with the remuneration of Key Management Personnel (such as Resolutions 1, 5 and 6), they must not vote that proxy except if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides, and the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

For the purposes of such voting exclusions under the Corporations Act:

• Key Management Personnel means the Directors and any other person specified as Key Management Personnel in the Company's Remuneration Report; and
• their Closely Related Parties which include certain family members, dependents and companies they control.

HOW TO EXERCISE YOUR RIGHT TO VOTE

You may vote in person, by proxy or by attorney. For example, you may vote:

• by attending the Annual General Meeting and voting in person, or if you are a corporate shareholder, by having a corporate representative attend and vote for you; or
• by appointing a proxy to vote for you, by completing the proxy form provided with this Notice of Annual General Meeting or,
• for those persons who hold Depository Interests representing ordinary shares in the capital of the Company by either: (a) appointing Computershare Clearing Pty Ltd A/C CCNL DI (Depository) as proxy to vote for you, by completing the Form of Instruction provided with this Notice of Annual General Meeting; or (b) through CREST, by utilising the CREST electronic proxy appointment service.

VOTING BY PROXY

Each shareholder entitled to attend and vote at the annual general meeting, may appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder. A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder's votes.

A proxy form is attached for the convenience of any shareholder who cannot attend the annual general meeting. It should be properly completed and in order to be effective must be lodged, together with the authority (if any) under which it is signed, at the Company’s registered office at Level 11, 151 Macquarie Street, Sydney, NSW, 2000 by no later than 10:00 am on Monday, 21 November 2011 (Sydney time). The proxy can also be lodged by fax on +61 2 8298 2060. A shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the general meeting should he/she subsequently decide to do so.

Appointment of proxies through CREST

By completing the enclosed form of instruction, a person who holds Depository Interests representing ordinary shares in the capital of the Company will appoint Computershare Clearing Pty Ltd A/C CCNL DI, the Depository to vote on their behalf at the Meeting and the completed form of instruction should be lodged with the Depository not later than 10 am on Friday 18 November 2011 (London Time) (or in the case of an adjourned meeting, 72 hours before the time appointed for the Meeting).

Alternatively, CREST members can utilise the CREST electronic proxy appointment service in accordance with the procedure set out below. This facility is only open to Depository Interest holders who hold their ordinary shares through CREST.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (3RA50) no later than 10 am on Friday 18 November (London time) or 72 hours before the time appointed for the holding of the adjourned meeting (as applicable). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST message by the CREST Applications Host) from which the issuer's agent is able to retrieve the CREST message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) is/are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of the Chairman and other Key Management Personnel as your proxy

Due to the voting exclusions and requirements referred to above, if you intend to appoint the Chairman, any other Director or Key Management Personnel or their Closely Related Parties as your proxy, you are encouraged to direct your proxy on how to vote on Resolutions, and in particular Resolutions 1, 5 and 6 by marking either "For", "Against" or "Abstain" on the proxy form for the relevant item of business.

Further you should note that:

• if you execute a proxy form and do not nominate a person to act as your proxy, the Chairman will be appointed as your proxy by default;
• if you appoint the Chairman as your proxy or the Chairman is appointed as your proxy by default, and the proxy form does not specify whether to vote "For", "Against" or "Abstain", your undirected proxies held by the Chairman will be taken as a direction to the Chairman to vote in accordance with his stated voting intention, which is to vote in favour of each of the Resolutions; and
• you will be taken to authorise the Chairman to exercise the proxy even if the relevant Resolution is connected directly or indirectly with the remuneration of a Key Management Personnel or the Chairman has an interest in the outcome of the relevant Resolution.

Shareholders always have the ability to appoint the Chairman as their proxy to cast the votes contrary to the Chairman's stated voting intention or to abstain from voting on a Resolution.

If you appoint someone other than the Chairman as your proxy who is another Director or member of Key Management Personnel or their Closely Related Parties and do not direct them how to vote on a Resolutions 1, 5 and 6 which are subject to a voting exclusion on voting undirected proxies, then your proxy will not be voted on those Resolutions.

CORPORATE REPRESENTATIVES

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Meeting a properly executed letter or other document confirming its authority to act as the company's representative.

By order of the Board

Wayne Kernaghan
Company Secretary
International Ferro Metals Limited
Level 11, 151 Macquarie Street
Sydney, NSW 2000 Australia 21 October 2011

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