Announcement PDF 1 www.ir.com Integrated Research Ltd > ABN 76 003 588 449 Suite 9.03, Level 9, 420 George Street, Sydney NSW 2000 Australia t: +61 (2) 9966 1066 e: InfoAP@ir.com Market Announcement Notice of Annual General Meeting and Proxy Form Sydney, 23 October 2026 – Attached is a Notice of Meeting and Proxy Form in respect of the Annual General Meeting for Integrated Research Limited (ASX:IRI) which is being held on Wednesday, 25 November 2026 at 10.00am AEDT. This announcement is approved for release by the Board. Leanne Ralph Company Secretary Integrated Research Limited ABN: 76 003 588 449 About IR At IR, we power elite business performance. Trusted by the world’s largest organizations for more than 30 years, our market-leading observability solutions are powered by Prognosis – the real-time intelligence platform built for multi-vendor infrastructure, UC&CX and payments environments. Find out more: www.ir.com. Page | 1 Integrated Research Limited ACN 003 588 449 Notice of Annual General Meeting Wednesday, 25 November 2026 10.00am (AEDT) Page | 2 Chair’s message 23 October 2026 Dear Integrated Research Shareholder, On behalf of the Board, I am pleased to invite you to attend the 2026 Annual General Meeting (AGM) of Integrated Research Limited, which will be held on Wednesday, 25 November 2026, commencing at 10.00am (AEDT) at The Museum of Sydney, Foyer of First Fleet Gallery & Warrane Theatre, corner of Phillip Street and Bridge Street, Sydney NSW 2000. The meeting will also be held via a live audio webcast to enable those shareholders who are unable to attend in person to participate in the AGM. We do, however, encourage you to attend the meeting in person if you are able to. You can participate in the AGM through the online platform at https://meetnow.global/MH6KCUP. Details on how to join online are set out in the attached Notice of Meeting, which is available on our website at https://www.ir.com/events/2026-annual-general-meeting. Please read the Notice of Meeting (including the Explanatory Memorandum) (which can be found at https://www.ir.com/events/2026-annual-general-meeting. and the Proxy Form and consider how to vote on each resolution related to the items of business of the AGM. Subject to the abstentions noted in the Explanatory Memorandum, the Directors of Integrated Research recommend that Shareholders vote in favour of all resolutions. If you are unable to attend the AGM, I encourage you to vote online no later than 10.00am (AEDT) on Monday, 23 November 2026. Shareholders will have the opportunity to submit questions or make comments prior to the AGM or during the AGM, and details of how to do this are outlined in the attached Notice of Meeting. I also encourage you to read our 2026 Annual Report which provides a detailed overview of business performance last year, which can be found at https://investors.ir.com/financial-reports. Thank you for your continued support of Integrated Research. I look forward to the opportunity to provide you with a progress update and to hear your views at our AGM. Yours sincerely, Peter Lloyd Chair Page | 3 Participation in the AGM The Annual General Meeting (AGM) of Integrated Research Limited (Integrated Research or Company) will be held on Wednesday, 25 November 2026 commencing at 10.00am (AEDT). Shareholders can participate in the AGM in the following ways: Before the AGM AGM Notice of Meeting Vote or appoint proxy Ask a question or make a comment Access online at https://www.ir.com/events/2026- annual-general-meeting. Return the hard copy Proxy Form or vote online at www.investorvote.com.au To be valid, your proxy appointment must be received by 10.00am (AEDT) on Monday, 23 November 2026 Submit questions online at www.investorvote.com.au via the question form. by 5.00pm (AEDT) on Wednesday, 18 November 2026 Request a hard copy of the Notice of Meeting by phone 1300 850 505 (within Australia) or +61 3 9415 5000 (outside Australia). At the AGM Attend the AGM in person The AGM will be held at The Museum of Sydney, Foyer of First Fleet Gallery & Warrane Theatre, Corner of Phillip Street and Bridge Street, Sydney NSW 2000. Shareholders, proxyholders, body corporate representatives or attorneys attending the meeting in person will be able to ask questions or make a comment and vote at the meeting. Join online Vote online Ask a question or make a comment online • Enter https://meetnow.global/MH6KCUP into a web browser • Click ‘Join Meeting Now’ • If you are a shareholder, enter your SRN/HIN • Australian Shareholders, enter the postcode registered to your holding • Overseas Shareholders, select the country of your registered holding from the drop-down list • Accept the Terms and Conditions and click ‘Continue’. • If you are a proxy, please contact Computershare on +61 3 9415 4024 prior to the Meeting to obtain login details. Only Shareholders, proxyholders, body corporate representatives or attorneys can vote. • When the Chair declares the poll open, select the ‘Vote’ icon and the voting options will appear on your screen. • To vote, select your voting direction. A tick will appear to confirm receipt of your vote. • To change your vote, select ‘Click here to change your vote’ and press a different option to override Only Shareholders, proxyholders, body corporate representatives or attorneys can ask questions or make comments at https://meetnow.global/MH6KCUP Questions will be read aloud to the AGM Please refer to Online AGM User Guide on the Company’s registry website at www.computershare.com.au/virtualmeetingguide for further details about attending via the online portal. If you need assistance, please call +61 3 9415 4024. If you would like to receive a printed copy of this Notice or any future Notices, please contact the Share Registry on 1300 850 505 (within Australia) or +61 3 9415 5000 (outside Australia). Page | 4 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting (AGM) of Shareholders of Integrated Research Limited (Company or Integrated Research) will be held on Wednesday, 25 November 2026 at 10.00am (AEDT) at The Museum of Sydney, Foyer of First Fleet Gallery & Warrane Theatre, corner of Phillip Street and Bridge Street, Sydney NSW 2000, and via an audio webcast (Meeting). The Explanatory Memorandum accompanying this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum, Voting Procedures and the Proxy Form comprise part of this Notice. Items of business __________________________________________________________________________________ Item 1: Financial statements and reports To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the Company for the financial year ended 30 June 2026. All Shareholders can view the Annual Report, which contains the Annual Report for the year ended 30 June 2026, at https://investors.ir.com/financial-reports. Item 2: Remuneration Report To consider and, if thought fit, pass the following as an advisory resolution of the Company: “To adopt the Remuneration Report for the year ended 30 June 2026.” Notes: (i) In accordance with section 250R of the Corporations Act, the vote on this resolution will be advisory only and will not bind the Directors or the Company. (ii) A voting exclusion applies to this resolution (see Explanatory Memorandum for details). Item 3: Re-election of Mr Mark Brayan To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That Mr Mark Brayan, being a Director who is retiring in accordance with Rule 6.1(f) of the Company’s Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for re-election, be re-elected as a Director of the Company.” Page | 5 Item 4: Issue of Performance Rights to Mr Ian Lowe To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant up to 1,149,601 performance rights (Performance Rights) to its Managing Director and Chief Executive Officer, Mr Ian Lowe, and the acquisition of up to 1,149,601 ordinary shares in the Company by Mr Ian Lowe on exercise of the Performance Rights, in accordance with the Integrated Research Limited Equity Plan Rules and on the terms set out in the Explanatory Notes accompanying this notice of meeting.” Item 5: Replacement of Constitution To consider and, if thought fit, pass the following as a special resolution of the Company: "That, for the purposes of section 136(2) and section 648G of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to repeal its existing constitution and adopt a new constitution in its place in the form tabled at the Annual General Meeting and signed by the Chair of the Meeting for identification purposes." Page | 6 Voting Procedures All resolutions will be by poll _________________________________________________________________________ In accordance with Rule 5.7(c) of the Company’s Constitution (Constitution), the Chair intends to demand a poll on each of the resolutions proposed at the Meeting. Each resolution considered at the Meeting will therefore be conducted by a poll. The Chair considers voting by poll to be in the interests of Shareholders as a whole and is a way to ensure the views of as many Shareholders as possible are represented at the Meeting. Entitlement to vote _________________________________________________________________________ The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7.00pm (AEDT) on Monday, 23 November 2026 (Entitlement Time). This means that if you are not the registered holder of a Share in the Company at the Entitlement Time, you will not be entitled to vote at the Meeting. How to vote – before the AGM _________________________________________________________________________ Appointment of Proxy A Shareholder who is entitled to vote at this Meeting is entitled to appoint not more than two proxies to vote in place of the Shareholder. If the Shareholder appoints two proxies, the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the Shareholder’s votes. If the specified proportion or number of votes exceeds that which the Shareholder is entitled to, each proxy may exercise half of the Shareholder’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded. A proxy need not be a Shareholder of the Company. A body corporate appointed as a Shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company. Subject to the specific proxy provisions applying to Items 2 and 4 (see the Explanatory Memorandum): - If a Shareholder has not directed their proxy on how to vote on Items 2 and 4, the proxy may vote as the proxy determines; and - If a Shareholder appoints the Chair of the Meeting as proxy and does not direct the Chair how to vote on an item of business, the Chair will vote in accordance with his voting intention as stated in this Notice of Meeting. Submitting your Proxy Form To be valid, a Proxy Form must be received by the Company in the manner set out in this Notice. The Chair’s decision on the validity of a vote cast by a proxy or a vote cast in person is conclusive, and the Company reserves the right to declare invalid any Proxy Form not received in this manner. For your proxy vote prior to the AGM to be effective, your completed, signed and lodged Proxy Form (together with the relevant original power of attorney or a certified copy of the proxy signed by an attorney) must be received by the Company’s Share Registry, Computershare Investor Services Pty Limited, no later than 10.00am (AEDT) on Monday, 23 November 2026 (Proxy Deadline). After this time, you will still be able to lodge your vote during the AGM by attending the Meeting in person. Page | 7 Proxy Forms may be submitted in one of the following ways: Online: Via the Company’s Share Registry at www.investorvote.com.au. Follow the instructions on the secure website to vote. For Intermediary Online subscribers (custodians), go to www.intermediaryonline.com. Mobile device: Use a mobile device by scanning the QR code on the back of the Proxy Form. By post: Computershare Investor Services Pty Limited, at GPO Box 242, Melbourne VIC 3001, Australia. By fax: 1800 783 447 (within Australia), +61 3 9473 2555 (from outside Australia). By hand delivery: Computershare Investor Services Pty Limited at Level 9, 100 Pacific Highway, North Sydney NSW 2060. Proxy Forms and Powers of Attorney must be received by the Proxy Deadline. Power of Attorney A proxy appointment and the original power of attorney (if any) under which the proxy appointment is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than the Proxy Deadline. 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 must bring to the AGM a properly executed letter or other document confirming its authority to act as the body corporate’s representative. A ‘Certificate of Appointment of a Corporate Representative’ form can be obtained from Computershare Investor Services Pty Limited. How to vote – during the AGM _________________________________________________________________________ Attending in person Shareholders, proxyholders, body corporate representatives or attorneys attending the meeting in person will be able to vote and ask questions or make comments at the meeting. Using the Online Platform Shareholders can vote directly using the online platform https://meetnow.global/MH6KCUP at any time from when the Chair declares the poll open and the closure of voting as announced by the Chair during the AGM. Shareholders will be able to cast their vote using the electronic voting card received after joining the Meeting. More information about how to use the online platform, including how to vote and ask questions online during the AGM, is available in the Online AGM User Guide, on the Company’s registry website at www.computershare.com.au/virtualmeetingguide. Proxy Voting by the Chair _________________________________________________________________________ For Item 2 (Remuneration Report) and Item 4 (Performance Rights to the CEO) where the Chair is appointed as a Shareholder’s proxy and that Shareholder has not specified the way in which the Chair is to vote on Items 2 and 4, the Shareholder is expressly authorising the Chair to vote in accordance with the Chair’s voting intentions for this Item of business, even though Items 2 and 4 are connected directly or indirectly with the remuneration of Key Management Personnel (KMP). The Chair intends to vote all undirected proxies in favour of all the resolutions in the Notice of Meeting, including Items 2 and 4. Page | 8 Questions and Comments from Shareholders _________________________________________________________________________ Before the AGM Shareholders can submit questions in advance of the AGM via investorvote at www.investorvote.com.au. To allow time to collate questions and prepare answers, please submit any questions by 5.00pm (AEDT) on Wednesday, 18 November 2026. Questions will be collated, and the Chair and/or Chief Executive Officer will seek to address as many of the more frequently raised topics as possible during the AGM. Please note that individual responses will not be sent to Shareholders. During the AGM Shareholders, proxyholders, body corporate representatives or attorneys attending the meeting in person or online will be able to ask questions or make comments during the Meeting, as described earlier in this Notice. BY ORDER OF THE BOARD Leanne Ralph Company Secretary 23 October 2026 Page | 9 Explanatory Memorandum This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in relation to the business to be conducted at the Company’s AGM to be held at 10.00am (AEDT) on Wednesday, 25 November 2026. The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required to decide how to vote on the resolutions contained in the Notice. Subject to the abstentions noted below in respect of each resolution, the Board recommends that Shareholders vote in favour of all resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution. The resolutions in Items 3 and 4 are ordinary resolutions, which require a simple majority of votes cast by Shareholders entitled to vote on the resolution. The resolution in Item 2, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company. The resolution in Item 5 is a special resolution. _________________________________________________________________________ Item 1 – Financial statements and reports As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Company for the most recent financial year will be presented at the Meeting. The Financial Report contains the financial statements of Integrated Research Limited. There is no requirement for a formal resolution on this Item. The Chair of the Meeting will allow a reasonable opportunity at the Meeting for Shareholders to ask questions about or make comments on the management of the Company and to ask questions about, or make comments on, the Annual Report. Shareholders will also be given a reasonable opportunity at the Meeting to ask the Company’s auditor, Ernst & Young (EY), questions about the Auditor’s Report, the conduct of its audit of the Company’s Financial Report for the financial year ended 30 June 2026, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of EY in relation to the conduct of the audit. Shareholders may submit written questions or comments to the Company in relation to the above matters, and the way to do this is outlined earlier in this Notice. Item 2 – Remuneration Report The Company has prepared a Remuneration Report for consideration and adoption by Shareholders. The Remuneration Report contained within the Company’s Annual Report for the year ended 30 June 2026 sets out the remuneration policies of the Company and reports on the remuneration arrangements and outcomes for KMP, including the directors and executives of the Company. The 2026 Annual Report is available at https://investors.ir.com/financial-reports. As provided by section 250R(3) of the Corporations Act, the resolution on this Item of business is advisory only and does not bind the Board or the Company. The Board will consider the outcome of the vote and comments from Shareholders when considering the Company’s remuneration policies. Voting exclusion The Company will disregard any votes cast on Item 2 by, or on behalf of: (a) any member or a former member of the KMP whose remuneration details are disclosed in the Company’s 2026 Remuneration Report, or (b) a Closely Related Party of such a KMP, unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the Proxy Form. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on Item 2 because the Company’s proxy appointment expressly authorised the Chair of the Meeting to exercise undirected proxies even though the Item is connected with the remuneration of a member of the Company’s KMP. Page | 10 What this means for Shareholders: If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on the proposed resolution in Item 2. If you intend to appoint the Chair of the Meeting as your proxy, you can direct the Chair how to vote by marking the boxes for Item 2 (for example, if you wish to vote for, against or abstain from voting), or you can choose not to mark any of the boxes for Item 2 and give the Chair your express authority to vote your undirected proxy (in which case the Chair will vote in favour of this Item of business). Board recommendation Acknowledging that each Director has a personal interest in their own remuneration from the Company as described in the Remuneration Report, the Board recommends that Shareholders vote FOR the resolution in Item 2. Item 3 – Re-election of Mr Mark Brayan In accordance with the Company’s Constitution and the ASX Listing Rules, an election of Directors must be held at each annual general meeting. Rule 6.1(f) of the Constitution states that one-third of all Directors (excluding the Managing Director and Directors appointed during the year by the Board), rounded down if necessary to the nearest whole number, must retire at every annual general meeting and are eligible to stand for re-election. The Directors to retire pursuant to Rule 6.1(f) of the Constitution are the Directors (other than the Managing Director) who have held office the longest since being appointed or last being elected. In cases where directors are elected on the same day, the Directors to retire are determined by agreement between the directors or by a ballot. Further, ASX Listing Rule 14.4 states that a director must not hold office without re-election past the third annual general meeting following the director's appointment or three years, whichever is longer. Mr Mark Brayan was last elected by shareholders at the 2023 AGM and now retires and offers himself for re-election at this Meeting. Mark currently serves as Chair of the People, Nomination and Remuneration Committee and a member of the Technology and Innovation Committee. Mark has had an extensive career as a Chief Executive Officer and Managing Director, and Non-executive Director. He has run several Australian technology companies, public and private, in various domains including communications and artificial intelligence. Mark was previously the CEO of Soprano Design Pty Ltd, CEO and Managing Director of Appen Limited, CEO and Managing Director of MineSite Technologies Pty Limited, and CEO and Managing Director of Integrated Research Limited. Mark is currently Chair and Non-Executive Director of SenSen Networks Limited and Chair and Non-Executive Director of Shorthand Pty Ltd. Mark has a Masters of Business Administration from the Australian Graduate School of Management and a First Class Honours Bachelor of Surveying from the University of New South Wales. Having had regard to the ASX Corporate Governance Principles and Recommendations (4th edition) (ASX Principles), the Board considers Mark to be an independent Director. Board recommendation The Board (with Mr Brayan abstaining) supports the election of Mr Mark Brayan and recommends that Shareholders vote FOR the resolution in Item 3. Item 4 – Issue of Performance Rights to Mr Ian Lowe As part of the Company’s remuneration strategy and approach to long-term incentive (LTI), Shareholder approval is sought for the grant of up to 1,149,601 Performance Rights to the Chief Executive Officer (CEO) and Managing Director, Mr Ian Lowe (and the acquisition of up to 1,149,601 fully paid shares in the Company on the vesting and exercise of those Performance Rights), under the Integrated Research Limited Equity Plan Rules (Equity Plan), as part of Mr Lowe’s FY27 remuneration package. Shareholder approval – ASX Listing Rules ASX Listing Rule 10.14 requires Shareholder approval for the acquisition of equity securities by a Director under an employee incentive scheme, where that scheme does not require the equity securities to be purchased on-market. The Company wishes to have the flexibility to satisfy Performance Rights by way of issuing new Shares or acquiring Shares on- Page | 11 market. Accordingly, approval from Shareholders is being sought to grant Performance Rights to Mr Lowe under the Equity Plan in respect of the FY27 LTI on the terms and conditions set out in this Item 4. Once Shareholder approval is obtained under ASX Listing Rule 10.14, the Company is entitled to rely on ASX Listing Rule 7.2 Exception 14, as an exception to any requirement that may otherwise apply requiring Shareholder approval under ASX Listing Rule 7.1. This means the Performance Rights granted to Mr Lowe, and any Shares issued pursuant to this approval, will not use up part of the 15% limit available under ASX Listing Rule 7.1. If Shareholder approval is not obtained If Shareholders do not approve the proposed grant of Performance Rights to Mr Lowe in respect of the FY27 LTI, the Board will consider whether to make the grant on different terms, including potentially a cash payment, or acquire Shares on- market to satisfy the Performance Rights. Information required by ASX Listing Rules 10.15 i. Mr Lowe’s current remuneration For FY27, Mr Lowe’s proposed remuneration quantum comprises the following: - Fixed remuneration of $589,524 (per annum), inclusive of base salary, superannuation and any fringe benefits. - At target short term incentive (STI) of $250,000. This STI will be delivered in cash, subject to performance measures being met. - An LTI grant valued at $250,000 at 100% achievement of the LTI target, or up to a maximum of $375,000 being 1,149,601 Performance Rights, at 150% achievement of the LTI target, subject to approval by Shareholders at this Meeting (this Item 4). ii. Number of Performance Rights previously issued to Mr Lowe under the Equity Plan Mr Lowe has previously been issued 984,621 Performance Rights under the Equity Plan for nil consideration. iii. Material Terms of the Equity Plan In determining the terms of the FY27 LTI to be granted to the CEO and Managing Director, the Board’s objectives were to ensure that the level and composition of Mr Lowe’s remuneration is designed to incentivise and challenge Mr Lowe to deliver long-term sustainable growth in earnings and shareholder value. The Board considers that the value of Mr Lowe’s remuneration package, including the grant of Performance Rights, is within market range for an experienced CEO of a mid- size listed company in the technology sector in Australia. The Board selected Performance Rights as the type of security to be awarded to Mr Lowe to create alignment with shareholders via the adoption of performance-based vesting criteria. An overview of the key terms of the proposed grant of Performance Rights to Mr Lowe in respect of the FY27 LTI is set out below. The Performance Rights are granted under the terms and conditions of the Equity Plan, a copy of which can be found on the Company website https://www.ir.com/about-us/policies-and-statements. Term Details Number of Performance Rights Subject to Shareholder approval, Mr Lowe will be granted up to 1,149,601 Performance Rights under the Equity Plan for nil consideration. Each Performance Right, subject to the satisfaction of Exercise Conditions, entitles the CEO to receive one fully paid ordinary Share in the Company. The Board has determined that no Exercise Price is payable in relation to these Performance Rights. The number of Performance Rights to be granted has been determined by dividing the face value of the CEO’s maximum LTI opportunity of 150% achievement of the LTI target for FY27, being $375,000, by the Company’s 10-day closing price volume weighted average share price (VWAP) on 9 September 2026, being $0.3262. Performance Rights have been proposed as the LTI, as it provides immediate share price exposure. The actual value (if any) that Mr Lowe will receive from the Performance Rights will depend on the extent to which the performance hurdles are achieved. Date of grant If Shareholder approval is obtained, the Performance Rights will be granted to Mr Lowe as soon as practicable after the AGM, but in any event, within 12 months of the AGM. Performance Rights Each Performance Right is an entitlement to receive one Share (or a cash payment of equivalent value), subject to satisfaction of the applicable performance and service-related conditions. Page | 12 Performance Rights do not carry any dividend or voting rights, or in general, a right to participate in other corporate actions such as bonus issues. Performance Rights are not transferable (except in limited circumstances or with the consent of the Board). Exercise Condition For the Performance Rights to automatically vest and exercise Mr Lowe must meet both the Service Condition and Performance Condition on the Vesting Date. Service Conditions Vesting of Performance Rights is subject to the following conditions being satisfied: (a) the CEO continues to be employed by the Company throughout the Performance Period and on the Vesting Date (unless terminated due to death, disability, or redundancy); and (b) during the course of the Performance Period until the Vesting Date, the CEO: I. acts in good faith and fully co-operates in the strategic initiatives of the Company, and II. complies with and follows the directions of the Board, Board Committees or Board Sub- Committees (or any member of such Committee/s or