Irish Residential Properties REIT : Audit and Risk Committee - Terms of Reference - Feb 2026 (iresreit.ie)

1. The Committee shall comprise at least three members, all of whom shall be independent non-executive directors. At least one member shall have competence in accounting or auditing and the Committee as a whole shall have competence relevant to the sector in which the company operates. The chair of the Board shall not be a member of the Committee.

2. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the chair of the Committee. Appointments shall be for a period of up to three years which may be extended for up to two additional three-year periods, provided members continue to be independent.

3. Only members of the Committee have the right to attend committee meetings. However, the chief financial officer, head of internal audit of the Company (if any), as applicable, and external audit lead partner will be invited to attend meetings of the Committee on a regular basis and other individuals may be invited to attend all or part of any meeting as and when appropriate.

4. At least one member of the Committee should also serve on the Sustainability Committee.

5. The Board shall appoint the committee chair. In the absence of the committee chair and/or an appointed deputy at a committee meeting, the remaining members present shall elect one of themselves to chair the meeting.

The company secretary, or the chair of the Committee's nominee, shall act as the secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

The quorum necessary for the transaction of business shall be two members.

1. The Committee shall meet at least four times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required.

2. The Committee shall meet jointly with the Sustainability Committee as required.

3. Outside of the formal meeting programme, the committee chair will maintain a dialogue with key individuals involved in the Company's governance, including the board chair, the chief executive, the chief financial officer, the external audit lead partner and the head of internal audit for the Company (if any), as applicable.

1. Meetings of the Committee shall be called by the secretary of the Committee at the request of the committee chair or any of its members, or at the request of the external audit lead partner or head of internal audit of the Company (if any), as applicable, if they consider it necessary.

2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than three working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees, as appropriate, at the same time.

1. The secretary shall minute the proceedings and decisions of all committee meetings, including recording the names of those present and in attendance.

2. Draft minutes of committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board and the company secretary unless, exceptionally, it would be inappropriate to do so.

The committee chair should attend the annual general meeting to answer any shareholder questions on the Committee's activities. In addition the committee chair should seek engagement with shareholders on significant matters related to the Committee's areas of responsibility.

The Committee should have oversight of the group as a whole and, unless required otherwise by regulation, carry out the duties below for the Company and, where appropriate, reference to Company includes its subsidiaries and the group as a whole.

1. Financial reporting

   1. The Committee shall monitor the integrity of the financial statements of the Company, including its annual and half-yearly reports, preliminary announcements and any other formal statements relating to its financial performance, and review and report to the Board on significant financial reporting issues and judgements which those statements contain having regard to matters communicated to it by the auditor.

   2. In particular, the Committee shall review and challenge where necessary:

      1. the application of significant accounting policies and any changes to them

      2. the methods used to account for significant or unusual transactions where different approaches are possible

      3. whether the Company has adopted appropriate accounting policies and made appropriate estimates and judgements, taking into account the external auditor's views on the financial statements

      4. the clarity and completeness of disclosures in the financial statements and the context in which statements are made

      5. all material information presented with the financial statements, including the strategic report and the corporate governance statements relating to the audit and to risk management.

   3. Together with the Sustainability Committee, the Committee shall review and challenge where necessary the integrity and completeness of sustainability related financial disclosures made in the financial statements having regard to ongoing legislative requirements and to matters communicated to it by the auditor.

   4. The Committee shall review any other statements requiring board approval which contain financial information first, where to carry out a review prior to board approval would be practicable and consistent with any prompt reporting requirements under any law or regulation including the Listing Rules of Euronext Dublin (the "Listing Rules"), prospectus, transparency and disclosure law and the Companies Act 2014.

   5. Where the Committee is not satisfied with any aspect of the proposed financial reporting by the Company, it shall report its views to the Board.

2. Narrative reporting

   Where requested by the Board, the Committee should review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy and whether it informs the Board's statement in the annual report on these matters that is required under the Irish Corporate Governance Code (the "Code").

3. Internal controls and risk management systems The Committee shall:

   1. keep under review the Company's internal financial controls systems that identify, assess,

      manage and monitor financial risks, and other internal control and risk management systems

   2. keep under review the Company's internal control systems designed to manage information security risks including, but not limited to, cyber risk management controls, technology developments and insurance options

   3. review and approve the statements to be included in the annual report concerning internal control, risk management, including the assessment of principal risks and emerging risks, and the viability statement.

4. Compliance, speaking-up, fraud and health and safety The Committee shall:

   1. review the adequacy and security of the Company's arrangements for its employees, contractors and external parties to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate independent investigation of such matters and appropriate follow up action

   2. review the Company's procedures for detecting fraud

   3. review the Company's systems and controls for the prevention of bribery and receive reports on

      non-compliance

   4. review regular reports to monitor the adequacy and effectiveness of the Company's internal

      control, risk management and compliance systems

   5. monitor the Company's compliance with its health and safety policy and review reports from

      management on safety performance and improvement plans.

5. Internal audit The Committee shall:

   1. approve the appointment or termination of appointment of the head of internal audit (or a 3rd

      party supplier to provide such services in the absence of such an appointment being made)

   2. review and approve the role and mandate of internal audit, monitor and review the effectiveness of its work, and annually approve the internal audit charter ensuring it is appropriate for the current needs of the organisation

   3. review and approve the annual internal audit plan to ensure it is aligned to the key risks of the business, and receive regular reports on work carried out

   4. ensure internal audit has unrestricted scope, the necessary resources and access to information to enable it to fulfil its mandate, ensure there is open communication between different functions and that the internal audit function evaluates the effectiveness of these functions as part of its internal audit plan, and ensure that the internal audit function is equipped to perform in accordance with appropriate professional standards for internal auditors

   5. ensure the internal auditor has direct access to the board chair and to the committee chair, providing independence from the executive and accountability to the Committee

   6. carry out an annual assessment of the effectiveness of the internal audit function and as part of this assessment:

      1. meet with the head of internal audit (or the 3rdparty supplier where appropriate) without the presence of management to discuss the effectiveness of the function

      2. review and assess the annual internal audit work plan

      3. receive a report on the results of the internal auditor's work

      4. determine whether it is satisfied that the quality, experience and expertise of internal audit is appropriate for the business

      5. review the actions taken by management to implement the recommendations of internal audit and to support the effective working of the internal audit function