How Accord secures control across a 30% → 51% phased structure

GreenCPA is our first satellite. Under Saudi Companies Law a non-licensed investor cannot hold more than 30% of a professional (audit) company, and cannot exercise direct or indirect "control" while at that level. So we use a two-phase structure: a 30% First Closing through our ADGM holding company with carefully calibrated contractual protections, then a fixed-price call option to 51% exercised through a licensed vehicle (LicensedCo). Below is the full control map at each phase, including the legal guardrails and the mechanics that make each protection enforceable.

This is the template for every Saudi acquisition that follows. Several mechanics below are still being finalized as our counsel completes the Shareholders' Agreement — the kinds of controls and protections shown here remain subject to further scrutiny and drafting.

Phase 1 — 30% First Closing

Held via ADGM HoldCo · at the legal ownership ceiling · negative controls only

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Split board authorities

Professional / audit matters sit with the licensed founder (required by law). Non-professional and commercial matters — strategy, material contracts, hiring outside ordinary course — require both the founder and Accord's appointee. This gives Accord a commercial veto without crossing into prohibited "control."

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Shareholders' reserved matters

Unanimous shareholder approval required for capital increases, new debt, acquisitions, related-party transactions, and material contracts outside the ordinary course. Scoped to non-professional decisions so it stays legally consistent with SOCPA rules.

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Enhanced quorum & voting mechanics

Detailed notice periods, adjournment procedures, and participation requirements protect Accord's seat in every decision without constituting decisive influence.

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Call option to 51%, secured

Fixed-price option to acquire a further 21%, backed by a share pledge over the founder's 21% plus a liquidated-damages / promissory-note backstop — so the move to majority is enforceable, not just contractual goodwill.

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24-month founder retention + license lock

Earn-out and salary tied to the founder maintaining her SOCPA license for at least 24 months post-close, with cross-default into call-option acceleration if she departs or the license lapses.

No operational "control" — by law

Accord cannot exercise decisive influence over the professional company at 30%. Day-to-day audit operations and professional judgment remain with the licensed founder. Accord's protection at this phase is structural and negative (veto / consent), not operational.

Phase 2 — 51% via Call Option

Exercised through LicensedCo · clean operating majority

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Shareholder majority

51% of voting shares held through LicensedCo — Accord carries all ordinary (non-supermajority) resolutions.

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Compliant board majority

LicensedCo's licensed representatives sit on the board as the licensed members, satisfying the requirement that at least half the board be licensed while giving Accord working control.

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Full dividend-policy control

Majority vote is sufficient to declare distributions — the mechanism behind the return model.

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Strategic direction

Accord OS rollout, Egypt delivery expansion, and pricing all sit under majority shareholder approval.

Professional standards stay regulated

Audit-practice standards remain subject to SOCPA and a licensed-director quorum — the regulatory guardrail we operate within, not around.

The structural risks we're managing (and how): The two live regulatory points are (1) the "control prohibition" during the 30% window — addressed by the split-board / reserved-matters design above so Accord never holds prohibited decisive influence pre-51%; and (2) call-option enforceability — addressed by a Saudi-law share pledge plus a liquidated-damages backstop. Sole-principal departure risk is mitigated by the retention earn-out and a plan to bring a backup licensed principal onto the structure within 12 months. SJSC conversion, MISA licensing, and the SOCPA shareholder-change notification are conditions precedent to First Closing and are in progress with counsel. The kinds of controls and protections described here are still subject to further scrutiny as the Shareholders' Agreement is finalized.

Accord Partners Holdings Limited · Investor Brief · Confidential · Working draft, mechanics subject to final SHA