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Aries Technological Solutions (Pty) Ltd (Aries) is a software company that creates innovative applications and tools for local and international clients. The company has recently

Aries Technological Solutions (Pty) Ltd ("Aries") is a software company that creates innovative applications and tools for local and international clients. The company has recently issued 20,000 preference shares and 80,000 ordinary shares. The preference shares carry a right to a fixed dividend of 12% per annum, and a right to vote only on matters affecting the rights attached to the preference shares. The ordinary shares carry a right to vote on all matters, and a right to the residual profits of the company. The company has a written constitution that states that any alteration of the rights attached to the preference shares or the ordinary shares must be approved by a special resolution of the respective class of shareholders. The company also has a shareholders' agreement that states that any alteration of the rights attached to the preference shares or the ordinary shares must be approved by a unanimous resolution of all the shareholders. The company is planning to issue 40,000 new ordinary shares and 10,000 new preference shares to raise capital for its expansion. The company has obtained a special resolution from its ordinary shareholders, but not from its preference shareholders.

1. Discuss how the issue of new ordinary and preference shares will affect the rights and interests of the preference and ordinary shareholders under the Companies Act 28 of 2004? Explain your answer with reference to the relevant sections of the Act.

2. How can the preference shareholders challenge the issue of new preference shares under the Companies Act 28 of 2004? What are the possible remedies available to them? Refer to relevant case law.

3. Fully discuss whether the company can resolve the conflict between its constitution and its shareholders' agreement under the Companies Act 28 of 2004? Which document prevails in case of inconsistency?

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