LEGAL POSITION ON THE PUBLIC OFFER
“IMAN HALAL INVESTMENTS KOMMANDITNOE TOVARISHESTVO” limited partnership
1. General information
Edition No. 1 of the Public Offer was approved by Order No. OF-004 of the Partnership’s director dated 16 September 2026 and posted in the IMANUM mobile app on 17 September 2026. Under clause 2.6 of the Offer, each new edition takes effect when posted and applies to a given contributor from the date they accept it. The previous edition of the Offer was approved on 22 August 2025.
2. Application of Offer editions
The view that the previous edition applies if the new one is not accepted is consistent with the Offer. Under clause 2.7, a contributor who has not accepted the new edition remains, until the end of their current tariff term, under the edition in force on the date of their Transaction. The edition of 22 August 2025 had no rules on editions and did not even carry an edition number; this rule was introduced to protect the contributor.
The view that the previous edition also continues when the tariff term is extended, when switching to another tariff, or when making an additional contribution is not consistent with the Offer. The previous terms remain in place for the contribution made and the tariff chosen until their term ends. Extending the term, switching tariffs and making a new contribution are new expressions of the contributor’s will and result in a transaction for a new term or a new amount, and acceptance relates to the edition posted on the date of that action. An edition that is no longer in force cannot be accepted. Under Article 382 of the Civil Code of the Republic of Uzbekistan, unless the Code, other laws or the contract provide otherwise, a contract may be amended by agreement of the parties; applying the previous edition to a new contribution would therefore mean a unilateral change of terms.
Any other approach would let a contributor keep the previous edition indefinitely by periodically topping up their account, and would force the Partnership to apply an unlimited number of editions at once, each with different repayment terms and distribution ratios.
The contributor’s safeguards are set by clause 2.7; by clause 2.11, under which tariff terms do not change until the tariff term ends; by clauses 2.8 and 2.9 on the exhaustive list of rules that apply to all contributors regardless of acceptance; and by sub-clause “e” of clause 7.2.1. Under the latter, automatic extension of the tariff term counts as acceptance of a new edition only if the notice sent to the contributor states the number and date of the new edition. Repayment terms are not on the list in clause 2.8.
A contributor who does not wish to move to the new terms may refrain from those actions, wait for the tariff term to end and exit the Partnership on the previous terms.
3. Repayment terms
The edition of 22 August 2025 counts terms in bank business days, while Edition No. 1 of 16 September 2026 counts them in calendar days. For comparison, business days have been converted into calendar days at two days off for every five business days. Public holidays were not counted; including them would make the previous terms even longer.
The main repayment term for early exit is set by clause 7.3.1 and does not depend on the amount. The term for exit at the end of the tariff term is set by sub-clause “d” of clause 7.2.1.
| Exit basis | 2025 edition | In calendar days | 2026 edition | Change |
|---|---|---|---|---|
| Early exit, clause 7.3.1 | 90 bank business days | 126 | 90 | 36 days shorter |
| At the end of the tariff term, clause 7.2.1(d) | 10 bank business days | 14 | 10 | 4 days shorter |
For an early-exit application filed on 1 September 2026, the previous term would have ended on 5 January 2027; the new term ends on 30 November 2026.
Sub-clause “b” of clause 7.2.1 applies to a contributor who confirmed continued participation and then changed their mind before the end of the tariff term.
| Amount | 2025 edition | In calendar days | 2026 edition | Change |
|---|---|---|---|---|
| up to UZS 1 million | 3 bank business days | 4 | 1 | 3 days shorter |
| over UZS 1 million up to 10 million | 5 bank business days | 7 | 5 | 2 days shorter |
| over UZS 10 million up to 30 million | 30 bank business days | 42 | 30 | 12 days shorter |
| over UZS 30 million up to 100 million | 30 bank business days | 42 | 60 | 18 days longer |
| over UZS 100 million | 60 bank business days | 84 | 90 | 6 days longer |
Sub-clause “e” of clause 7.2.1 applies to a contributor who missed the response deadline for a valid reason. The 2025 edition set separate, longer terms for this sub-clause, while the 2026 edition refers to the terms set in sub-clause “b”.
| Amount | 2025 edition | In calendar days | 2026 edition | Change |
|---|---|---|---|---|
| up to UZS 1 million | 10 bank business days | 14 | 1 | 13 days shorter |
| over UZS 1 million up to 10 million | 15 bank business days | 21 | 5 | 16 days shorter |
| over UZS 10 million up to 30 million | 30 bank business days | 42 | 30 | 12 days shorter |
| over UZS 30 million up to 100 million | 30 bank business days | 42 | 60 | 18 days longer |
| over UZS 100 million | 60 bank business days | 84 | 90 | 6 days longer |
The 2025 edition did not set the date from which the term is counted. In the 2026 edition, the term under sub-clause “b” runs from the end date of the tariff term, and under sub-clause “e” from the date the request is received.
Under clause 7.2.8, terms are counted in calendar days, and if the terms shown in the mobile app differ from those in the Offer, the Offer’s terms apply.
Overall, the contributor’s position on repayment terms has improved. Terms are longer only for amounts above UZS 30 million and only in the cases covered by sub-clauses “b” and “e” of clause 7.2.1.
4. Payment of the value of a part of the property
The objection rests on a misreading of the term “property”. Article 81 of the Civil Code of the Republic of Uzbekistan lists among the objects of civil rights things, including money and securities, other items, and property, including property rights. The Partnership’s property also includes the money in its bank accounts.
Clause 7.3.1 of the Offer is based on Article 25 of Law No. 308-II of the Republic of Uzbekistan “On Business Partnerships” of 6 December 2001. Under it, unless the founding agreement provides otherwise, a participant who leaves the partnership is paid the value of the part of the partnership’s property corresponding to their share in the charter fund (charter capital). Payment of the value of property may be replaced by handing over property in kind only by agreement between the withdrawing participant and the remaining participants. As a general rule, payment is therefore made in money.
Article 25 allows the founding agreement to provide otherwise, and this option is used in clauses 18.8 and 18.9 of the Founding Agreement. These clauses set the formula for valuing a share and provide that the value of a Limited Partner’s share cannot be less than the nominal value of their contribution to the charter fund. Under clause 18.15 of the Founding Agreement, no deductions from a Limited Partner’s contribution to the charter fund are allowed.
Under clauses 7.2.4 and 7.11 of the Offer and clause 18.18 of the Founding Agreement, funds due to the contributor are transferred in full, net of the deductions provided for, by bank transfer to their bank account or bank card. Handing over property in kind is not provided for. In addition, the contributor’s share of profit for the settlement periods within their participation is paid up to and including the day the application is received.
5. Recalculating the profit share on early exit
The recalculation procedure is set by the normative part of clause 7.3.2, not by the illustrative example given with it.
Clause 7.3.2 of the edition of 22 August 2025 provided that on early exit the contributor’s profit share is recalculated, dividends received are taken into account again, and the overpaid amount is withheld; it stated that the purpose of recalculation is to cover the Partnership’s additional costs related to early exit. The overpaid amount is the part of the profit attributable to the unexpired part of the tariff term, since the contributor did not participate during that period.
The Founding Agreement as amended on 31 December 2025 defines the profit recalculation as a payment charged to the Investor for exiting before the end of their tariff term and transferred to the General Partner to cover the related costs. That document also provides that on early exit the Limited Partner’s partnership amount for the last month is set to zero.
The normative part of both documents is based on withholding the part of the profit attributable to the unexpired term. The example in clause 7.3.2 of the 2025 edition did not match this normative part, and an illustrative example cannot change the rule it illustrates.
Edition No. 1 of 16 September 2026 removed this inconsistency and set a calculation formula. Under it, the amount withheld equals the previously distributed profit multiplied by the ratio of the unexpired part of the tariff term to the full term, and the example has been aligned with this formula. The same calculation is set in clause 18.15 of the current Founding Agreement. The recalculation is capped at the Partnership’s actual costs, deductions from the contribution to the charter capital are prohibited, and no recalculation applies on exit at the end of the tariff term.
6. Risk disclosure
Clause 9.5 contains five provisions that the contributor reviews before accepting the Offer.
Income is not guaranteed and is an expectation, because the Partnership operates on the principles of Islamic finance, under which profit is distributed according to the actual result of the settlement period and setting a fixed or minimum return is not permitted.
The contribution may be lost in full or in part. A core principle of Islamic finance is that participants share both profit and the risk of loss. Under Article 28 of Law No. 308-II of the Republic of Uzbekistan “On Business Partnerships” of 6 December 2001 and Article 61 of the Civil Code of the Republic of Uzbekistan, contributors bear losses related to the partnership’s activity within the amount of their contributions.
There is no bank guarantee or deposit insurance, because the contribution is made to the Partnership’s charter capital and is not a bank deposit.
Past results do not determine future results, because profit is calculated from the Partnership’s net profit for each settlement month, and past figures and the Expected profit are for information only.
The Reserve Fund does not guarantee the return of a contribution or income; it covers losses within the funds accumulated in it and is not insurance. The procedure for building and using it is set in section 6 of the Offer.