Kwalitee Pte Ltd ("Kwalitee") is a company involved in the retail of high quality bags and accessories. Kwalitee is owned by Deng (40%), Eve (30%), Fred (15%), Gong (7%), Harjeet (5%) and Ivana (3%). Deng is the managing director, and Eve and Fred have also been appointed as directors.

Kwalitee decides to expand aggressively into the heartland malls of Singapore. It is not easy for Kwalitee to borrow money from banks at a good rate and so the directors decide to issue a new class of shares called "Class A Preference Shares" to obtain money needed for the expansion. These shares have voting rights and a right to fixed cumulative dividends of 8%. These dividends are also to be paid in priority to any dividends paid to holders of existing shares.

(a) Assuming the Model Constitution applies, advise the directors what approvals they must obtain/what they must do in relation to the issue of these new shares.

(b) Assume now that the relevant matters in (a) have been complied with. Ivana feels that her voting rights and her rights to dividends have been adversely affected by the issue of Class A Preference Shares. Advise Ivana if she would have any right to invalidate the issue of Class A Preference Shares under s.74 of the Companies Act. (Please do not discuss s.216 CA.)