Announcement PDF DELTA LITHIUM LIMITED ACN 107 244 039 NOTICE OF ANNUAL GENERAL MEETING The annual general meeting of Delta Lithium Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia at 10.00am (AWST) on Thursday, 27 November 2025 (Meeting) It may not be possible for Shareholders to physically attend the Meeting. As a result, the Company encourages Shareholders who cannot attend the Meeting in person to vote by directed proxy. Proxy Forms for the Meeting should be lodged before 10.00am (AWST) on Tuesday, 25 November 2025. Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to the Company Secretary at p.gilford@deltalithium.com.au by no later than 4.00pm (AWST) on Thursday, 20 November 2025. If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company's website at https://deltalithium.com.au/. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6109 0104. P a g e | 1 DELTA LITHIUM LIMITED ACN 107 244 039 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the annual general meeting of shareholders of Delta Lithium Limited ACN 107 244 039 (Company) will be held at The Celtic Club, West Perth, Western Australia on Thursday, 27 November 2025 at 10.00am (AWST) (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. We recommend Shareholders read the Explanatory Memorandum in relation to the proposed Resolutions. The Directors have determined pursuant to regulations 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday 25 November 2025 at 4.00pm (AWST). The Company advises that a poll will be conducted for all Resolutions. Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1. AGENDA FINANCIAL STATEMENTS AND REPORTS To receive and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2025, which includes the declaration of the Directors, the Director’s Report, the Financial Report and the Auditor’s Report. Note: There is no requirement for Shareholders to approve these reports. Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items. 1 RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non- binding ordinary resolution: “That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, Shareholders approve the adoption of the Remuneration Report as contained in the Company’s Annual Report for the financial year ended 30 June 2025 on the terms and conditions in the Explanatory Memorandum.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies. Voting Prohibition A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or P a g e | 2 (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 2 RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR STEVE KOVAC To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, pursuant to and in accordance with Listing Rule 14.5, clause 14.2 of the Constitution and for all other purposes, Mr Steve Kovac, a Director, retires, and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.” 3 RESOLUTION 3 – APPROVAL OF 10% PLACEMENT FACILITY To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the proposed issue, who will obtain a material benefit as a result of the proposed issue of securities (except a benefit solely in the capacity of a holder of ordinary securities in the entity) or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Note: As at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 3 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Facility. Accordingly, no Shareholders are excluded from voting on Resolution 3. P a g e | 3 4 RESOLUTION 4 – ADOPTION OF EMPLOYEE INCENTIVE PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, pursuant to and in accordance with Listing Rule 7.2 (Exception 13(b)) and for all other purposes, Shareholders authorise and approve the Company's "Employee Incentive Plan" (Plan), the grant of Shares, Options and Performance Rights under the Plan, and the issue of underlying Shares of such Options and Performance Rights in accordance with the Plan, up to a maximum of 35,000,000 Equity Securities under that Plan, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Plan or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and: (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or (b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel. 5 RESOLUTION 5 – ISSUE OF PERFORMANCE RIGHTS TO MR JAMES CROSER To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: “That, subject to Resolution 4 being passed, pursuant to and in accordance with Listing Rule 10.14, Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act), Listing Rule 10.19 and for all other purposes, Shareholders approve the issue of 1,300,000 Performance P a g e | 4 Rights to Mr James Croser (and/or his nominee(s)) under the Plan on the terms and conditions in the Explanatory Memorandum.” Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of each person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, an officer of the Company or any of their child entities (as defined in the Listing Rules) who is entitled to participate in a termination benefit, or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition A vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr James Croser or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Mr James Croser or his nominee(s) or any of his, or their, associates. In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and: (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; and (b) the person appointed as proxy is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. P a g e | 5 6 Resolution 6 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: "That, pursuant to and in accordance with section 648G of the Corporations Act and for all other purposes, the proportional takeover provisions in clause 36 of the Constitution be renewed for a period of three years with effect from the date of this Meeting." By order of the Board Peter Gilford Company Secretary Dated: 28 October 2025 DELTA LITHIUM LIMITED ACN 107 244 039 EXPLANATORY MEMORANDUM 1 INTRODUCTION This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 27 November 2025 at 10.00am (AWST). This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. Accordingly, it should not be relied on solely in determining how to vote on the Resolutions and Shareholders should seek their own financial or legal advice. Certain statements in this Explanatory Memorandum relate to the future. These statements reflect views only as of the date of this Explanatory Memorandum. While the Company believes that the expectations reflected in the forward-looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward-looking statements in this Explanatory Memorandum will actually occur. This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Action to be taken by Shareholders Section 3 Financial Statements and Reports Section 4 Resolution 1 – Adoption of Remuneration Report Section 5 Resolutions 2 – Re-election of Director (Mr Steve Kovac) Section 6 Resolution 3 – Approval of 10% Placement Facility Section 7 Resolution 4 – Adoption of Employee Incentive Plan Section 8 Resolution 5 - Issue of Performance Rights to Mr James Croser Section 9 Resolution 6 – Renewal of Proportional Takeover Provisions Schedule 1 Definitions Schedule 2 Summary of the Plan Schedule 3 Terms and Conditions of the Incentive Performance Rights Schedule 4 Valuation of Incentive Performance Rights A Proxy Form is enclosed with the Notice. 2 ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. The Company advises that a poll will be conducted for all Resolutions. 2.1 Proxies A Proxy Form is enclosed with the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate’s representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. Proxy Forms must be received by the Company no later than 10.00am (AWST) on Tuesday, 25 November 2025, being at least 48 hours before the Meeting. Proxy Forms received later than this time will be invalid. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. 2.2 Attendance at the Meeting If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at https://deltalithium.com.au/. 3 FINANCIAL STATEMENTS AND REPORTS In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the Annual Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ Report, the Financial Report and the Auditor’s Report. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report, which is available online at https://deltalithium.com.au/financial- reports/; (b) ask questions about, or make comments on, the management of the Company; (c) ask questions about, or make comments on, the Remuneration Report; and (d) ask the auditor questions about: (i) the conduct of the audit; (ii) the preparation and content of the Auditor's Report; (iii) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (iv) the independence of the auditor in relation to the conduct of the audit. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about: (a) the content of the Auditor's Report; or (b) the conduct of the audit, may be submitted no later than five business days before the Meeting (being, no later than 4:00pm (AWST) on Thursday, 20 November 2025) to the Company Secretary at the Company's registered office or by email to p.gilford@deltalithium.com.au. Please note that if you have elected to continue to receive a hard copy of the Annual Report, it will be mailed to you no later than 28 days before the Meeting. However, if you did not elect to continue to receive a hard copy of the Annual Report and now (or at some time in the future) wish to receive a hard copy of the Annual Report, please contact the Company, who will arrange to mail you a hard copy. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. The Company’s Annual Report is available on its website at https://deltalithium.com.au/financial-reports/. 4 RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 4.1 Background The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Company or the Directors. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and other Key Management Personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report. The Board is committed to an appropriately structured remuneration framework, underpinned by guiding remuneration principles, focused on driving a performance culture over the short, medium and long term to deliver satisfactory returns to Shareholders. The Remuneration Report: (a) sets out the components of executive and non-executive Director's remuneration, including any associated performance conditions (if any); (b) defines the Company's remuneration objectives and structure for fixed and variable short and long term remuneration frameworks; and (c) confirms the remuneration of the Directors and other members of Key Management Personnel for the year ended 30 June 2025. In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors or the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. Resolution 1 is a non-binding ordinary resolution. The Chair intends to exercise all available undirected proxies in favour of Resolution 1. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though Resolution 1 is connected directly or indirectly with the remuneration of members of the Key Management Personnel. The Chair must allow a reasonable opportunity for its Shareholders to ask questions about or make comments on the Remuneration Report at the Meeting. 4.2 Voting consequences The Corporations Act provides that a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 4.3 Previous voting results At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, a Spill Resolution is not relevant for this Meeting. Board recommendation The Board abstains, in the interests of good corporate governance, from making a recommendation in relation to Resolution 1. 5 RESOLUTION 2 – RE-ELECTION OF DIRECTOR - MR STEVE KOVAC 5.1 General In accordance with Listing Rule 14.5, an entity which has directors must hold an election of directors at each annual general meeting. Clause 14.2 of the Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest one-third (rounded upwards to the nearest whole number), shall retire from office, provided always that no Director (except a managing director) shall hold office for a period in excess of three years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election. Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. A retiring Director is eligible for re-election. Resolution 2 provides that, pursuant to and in accordance with Listing Rule 14.5 and clause 14.2 of the Constitution (and for all other purposes), Mr Steve Kovac, who has served as a Director since 1 August 2023 and was last elected at the Company's annual general meeting held on 29 November 2023, retires and being eligible, is re-elected as a Director. If Resolution 2 is passed, Mr Kovac will be re-elected and will continue to act as a Director, subject to retirement or certain other events, for the next three years. If Resolution 2 is not passed, Mr Kovac will, as applicable, not be re-elected and will cease to act as a Director. Resolution 2 is an ordinary resolution. The Chair intends to direct all proxies in favour of Resolution 2. 5.2 Qualifications and other material directorships - Mr Steve Kovac Mr Steve Kovac is the current Chief Executive Officer of Idemitsu Australia Pty Ltd. Mr Kovac holds a Bachelor of Engineering (Mining), an MBA and is a Graduate of the Australian Institute of Company Directors. Over his 25-year career in the mining sector, Mr Kovac has had extensive technical and operational experience at a site level, holding senior management and executive level roles for the past 16 years. Mr Kovac is also a Non-Executive Director of Critical Minerals Group Ltd (ASX:CMG), a Non- Executive Director of Vecco Group Pty Ltd, an alternate Director of Low Emission Technology Australia and an Executive Committee member of New South Wales Minerals Council. He is a Fellow of the Australian Institute of Mining and Metallurgy and the Mine Managers Association of Australia. 5.3 Independence Mr Steve Kovac Mr Kovac is the current Chief Executive Officer of Idemitsu Australia Pty Ltd. Through its subsidiary Idemitsu Mt Ida Pty Ltd, Idemitsu Australia Pty Ltd is a substantial shareholder of the Company. If elected, the Board considers that Mr Kovac will not be an independent Director. 5.4 Board recommendation The Board (excluding Mr Kovac) recommends that Shareholders vote in favour of Resolution 2. 6 RESOLUTION 3 – APPROVAL OF 10% PLACEMENT FACILITY 6.1 General Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period (15% Placement Capacity). Listing Rule 7.1A enables an Eligible Entity (term defined below) to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% Placement Capacity under Listing Rule 7.1. An ‘Eligible Entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As at the date of this Notice, the Company is an "Eligible Entity" for these purposes as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $116.9 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 23 October 2025). Pursuant to Resolution 3, the Company is seeking Shareholder approval to issue Equity Securities under the 10% Placement Facility. The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c)). If Resolution 3 is passed, the Company will be able to issue Equity Securities under Listing Rule 7.1A up to 10% of its issued share capital over a 12-month period after the annual general meeting, in addition to the Company’s 15% Placement Capacity under Listing Rule 7.1. If Resolution 3 is not passed, the Company will not be able to access the 10% Placement Facility to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% Placement Capacity under Listing Rule 7.1. Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). The Chair intends to exercise all available proxies in favour of Resolution 3. 6.2 Listing Rule 7.1A (a) Shareholder approval The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special