IREN Ltd

The following summary provides general information about IREN, and highlights information contained elsewhere in this 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 2026 Annual Report. The 2026 Annual Report accompanies this Proxy Statement and has been submitted to 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 and Section 21E of the Exchange Act. Forward-looking statements include without limitation those relating to information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies, executive compensation goals, and trends we expect to affect our business, and the timing of any of the foregoing. 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. Such forward-looking statements are subject to limitations, uncertainties, assumptions, disclaimers and other important factors set out in this document and you should not place undue reliance on these forward-looking statements.

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 Proxy Statement and the related 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, assumptions, and other important factors, 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 2026 Annual Report on Form 10-K and our subsequent filings with the SEC on Form 10-Q and Form 8-K.

Forward-looking statements speak only as of the date on which they were made and should be read carefully in conjunction with other uncertainties and potential events described in our Annual Report on Form 10-K and our subsequent filings with the SEC on Form 10-Q and Form 8-K. 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 undertake any obligation to update any forward-looking statements to reflect subsequent events and circumstances. 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, 2026: (i) the annual financial report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities; (ii) the sustainability report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities; (iii) the annual directors’ report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities; and (iv) the Australian statutory auditor’s report prepared by IREN’s Australian statutory auditor for IREN and its controlled entities.

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

IREN is a vertically integrated AI Cloud Services platform, delivering data centers, compute and software for AI training and inference. We own and operate all three layers of the AI Cloud Services stack: the data center layer, which includes the land, power, substations, buildings and cooling that form the physical foundation of our AI Cloud Services platform; the compute layer, which includes the GPUs, CPUs, storage, servers and networking deployed within that data center infrastructure; and the software layer, which includes the managed services and enterprise support that enable customers to deploy, operate and manage AI workloads.

We deliver both bare metal compute and managed cloud services to customers supporting AI training and inference workloads. Our customer base includes hyperscalers, frontier labs, AI developers and enterprises. Our AI Cloud Services platform is underpinned by an expansive portfolio of land and grid-connected power in renewable-rich regions across North America, Europe and Asia Pacific. We also have Bitcoin mining operations. During the year ended June 30, 2026, we commenced decommissioning Bitcoin mining hardware and reallocating power and data center capacity toward AI Cloud Services. We aim to substantially complete the transition by December 31, 2026.

Overview of 2026 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:

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 is responsible for recommending 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.