1.0 Purpose
Black Group Inc. is structured to balance two essential objectives:
• Preservation of long-term vision
• Fair and meaningful participation for investors
The company adopts a dual-class share structure to ensure that strategic direction remains consistent over time, while providing public
shareholders with full economic exposure to the company’s growth.
This reflects the Group’s founding philosophy:
“We build with time in mind—not the next quarter, but the next generation.”
2.0 Share Class Structure
Black Group Inc. issues two classes of shares:
Class A Shares (Public / Investor Class)
• Voting Rights: 1 vote per share
• Economic Rights: Participation in dividends and capital appreciation
• Ownership: Public investors, institutions, and strategic partners
Purpose:
To provide investors with economic participation and standard shareholder voting rights.
Class B Shares (Founder / Control Class)
• Voting Rights: 10 votes per share
• Ownership:
• Held entirely by the Founder during his lifetime
• Transferred to the Mahākālī Foundation upon retirement or passing
Purpose:
To preserve long-term strategic control and ensure continuity of the Group’s vision across generations.
3.0 Governance Philosophy
The dual-class structure is designed to support responsible control, not unchecked authority.
It ensures that:
• Strategic decisions are long-term oriented
• The Group’s identity and ecosystem are protected from short-term pressures
• Leadership remains aligned with founding principles
At the same time, the structure is designed to operate within a framework of accountability, transparency, and institutional governance
standards.
4.1 Founder Phase
• The Founder holds all Class B shares
• Maintains strategic control during the build and scaling phase
4.2 Transition Phase
• Upon retirement or passing, all Class B shares transfer to the Mahākālī Foundation
4.3 Foundation Stewardship
The Mahākālī Foundation acts as the long-term custodian of control:
• Ensures alignment with founding principles
• Maintains governance continuity
• Oversees the preservation of the Group’s long-term strategy
The Foundation operates under a formal governance structure, including trustees and oversight mechanisms, as defined in its charter.
5.0 Shareholder Rights & Protections
Black Group Inc. is committed to maintaining fair treatment of all shareholders within each class, in line with international governance standards.
5.1 Equal Treatment Within Classes
All shareholders within the same class are treated equally in terms of rights and access to information
5.2 Economic Participation
Class A shareholders participate fully in:
• Dividends (if declared)
• Capital appreciation
5.3 Governance Rights
Class A shareholders retain standard shareholder rights, including:
• Voting on matters required by applicable law
• Participation in shareholder meetings
• Access to timely and transparent disclosures
5.4 Transparency & Disclosure
The company commits to:
• Institutional-grade financial reporting
• Clear governance disclosures
• Regular communication with shareholders
6.0 Structural Safeguards
The governance model is supported by structural protections designed to preserve long-term integrity:
• Class B shares are not publicly traded and are not transferable through open market transactions
• Control of Class B shares is institutionalized through the Mahākālī Foundation, not retained indefinitely by an individual
• The Foundation itself operates under governance controls defined in its charter, including oversight mechanisms
7.0 Investor Alignment
Black Group’s structure is designed to align long-term interests between controlling and public shareholders:
• Investors benefit from full economic participation
• The company benefits from stable, long-term strategic control
• Governance is supported by institutional oversight mechanisms through the Foundation
This model seeks to balance:
Vision stability with investor participation
8.0 Considerations
The company recognizes that dual-class structures:
• May influence how certain institutional investors or indices evaluate the company
• Require a high standard of governance discipline and transparency
Black Group addresses this through:
• Strong governance frameworks
• Clear separation between control and economic participation
• Long-term stewardship through an independent foundation structure
9.0 Closing Statement
Black Group’s dual-class structure is designed as a system of long-term stewardship.
It ensures that:
• The company remains vision-led
• Growth remains disciplined and intentional
• Governance evolves beyond any individual
Because the objective is not only to build a company - It is to build something that endures.