IREN Ltd

The following summary provides general information about IREN, and highlights information contained elsewhere in this proxy statement (“Proxy Statement”). This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire Proxy Statement and our Annual Report for the fiscal year ended June 30, 2025 (the “2025 Annual Report”). The 2025 Annual Report accompanies this Proxy Statement and has been submitted with the U.S. Securities and Exchange Commission (the “SEC”) on Form ARS. In this Proxy Statement, we reference various information and materials available on our corporate website. We have included our website address in this Proxy Statement as an inactive textual reference only. Information and materials on our website are not incorporated by reference in this Proxy Statement.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies and trends we expect to affect our business. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “potential,” “could,” “would,” “may,” “will,” “forecast,” and other similar expressions.

We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this note and the related proxy materials, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include, but are not limited to, those set forth in our annual report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Annual Report on Form 10-K”) and our subsequent SEC filings.

Forward-looking statements speak only as of the date on which they were made. Because forward-looking statements are inherently subject to risks and ‎uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you ‎should not rely on these forward-looking statements as predictions of future events. Moreover, we operate in an ‎evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for ‎management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to ‎publicly update or revise any forward-looking statements, whether as a result of any new information, future ‎events, changed circumstances or otherwise. You should read this Proxy Statement completely and with the understanding that our actual future results may be materially ‎different from what we expect.

Non-Voting Matters

At the AGM, you will be asked to receive and consider the following reports for the year ended June 30, 2025: (i) the annual financial report prepared under Chapter 2M of the Corporations Act 2001 (Australia) (the “Corporations Act”) for IREN and its controlled entities (the “Financial Report”); (ii) the annual directors’ report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities (the “Directors’ Report”); and (iii) the Australian statutory auditor’s report prepared by IREN’s Australian statutory auditor for IREN and its controlled entities (the“Auditor’s Report”).

Please note that this item does not require a formal resolution to be put to the AGM and accordingly no vote will be held. However, shareholders may ask questions on the matters contained in such reports. Shareholders will also be able to ask questions of IREN’s Australian statutory auditor, who will attend the AGM.

Voting Matters and Recommendations

At the AGM, you will be asked to vote upon the following proposals:

About IREN

We are a leading developer, owner and operator of next-generation data centers powering the future of Bitcoin, AI and beyond utilizing 100% renewable energy (whether from clean or renewable energy sources or through the purchase of renewable energy certificates (“RECs”)). Our data centers are purpose-built for power dense computing applications and today support a combination of graphics processing units (“GPUs”) for high-performance computing and artificial intelligence (“AI”) and Application Specific Integrated Circuits (“ASICs”) for Bitcoin mining.

Our Bitcoin mining operations generate revenue by earning Bitcoin through a combination of block rewards and transaction fees from the operation of our ASICs and exchanging these Bitcoin for fiat currencies such as USD or CAD. Our high-performance computing and AI services include ‘AI cloud services’, being platforms that provide access to AI capabilities through cloud-based infrastructure (“AI Cloud Services”).

Consolidated Financial Performance

($ in thousands, other than per share amounts)

Overview of 2025 Executive Compensation Program

Our executive compensation program is designed to align the interests of directors and senior management with those of shareholders and IREN’s long-term strategic objectives. Our philosophy is grounded in the belief that a well-structured remuneration program supports the attraction, retention, and motivation of high-caliber leadership, while fostering sustainable performance and responsible governance. The following principles help guide us in designing our pay programs:

Executive remuneration comprises a combination of:

IREN’s board of directors (the “Board”) believes this structure promotes goal congruence between directors, executives, and shareholders, with leadership decisions being made with a view toward sustainable growth and value creation. The compensation committee of the Board (the “Compensation Committee”) is responsible for recommending the remuneration arrangements for executive officers and non-employee directors, and the Board reviews these recommendations and approves such arrangements. In exercising this responsibility, the Board may seek independent advice from external executive compensation consultants. Remuneration decisions are guided by:

The Board remains committed to a transparent and performance-linked remuneration strategy that supports IREN’s ability to attract and retain exceptional talent, while ensuring alignment with shareholder interests and long-term corporate objectives.