THE COMPANIES ACT 2006 
                                  
                                  
                                  
                                  
                    PRIVATE COMPANY LIMITED BY SHARES 
                                  
                                  
                                  
                                  
                        ARTICLES OF ASSOCIATION 
                                  
                                  
                                  
                                OF 
                                  
                                  
                                  
                                  
                      FSB (MEMBER SERVICES) LIMITED 
       
       
                                                       Index to the Articles 
                                                                     
                                                                     
                                                                Part 1 
                                                                     
                                          Interpretation and Limitation of Liability 
            
               1.       Application of Table A 
               2.       Defined terms  
               3.       Liability of members  
            
            
            
                                                                Part 2 
                                                                     
                                                              Directors 
                                                                     
                                           Directors’ Powers and Responsibilities 
            
            
               4.       Directors’ general authority  
            
                                                 Decision Making by Directors 
            
               5.       Directors to take decisions collectively  
               6.       Unanimous decisions  
               7.       Calling a directors’ meeting 
               8.       Participation in directors’ meetings  
               9.       Quorum for directors’ meetings 
               10.      Chairing of directors’ meetings 
               11.      Casting vote 
               12.      Conflicts of interest 
               13.      Records of decisions to be kept  
            
                                                    Appointment of Directors 
            
               14.      Methods of appointing directors 
               15.      Retirement of directors by rotation  
               16.      Termination of director’s appointment 
               17.      Directors’ remuneration  
               18.      Directors expenses  
            
                                                                Part 3 
                                                                     
                                                    Shares and Distributions 
                                                                     
                                                               Shares 
                                                                     
               19.      All shares to be fully paid up  
               20.      Powers to issue different classes of share 
               21.      Company not bound by less than absolute interests  
               22.      Share certificates  
            
              23.    Replacement share certificates 
              24.    Share transfers 
              25.    Transmission of shares 
              26.    Exercise of transmittees’ rights 
              27.    Transmittees bound by prior notices  
           
           
                                         Dividends and Other Distributions 
           
              28.    Procedure for declaring dividends 
              29.    Payment of dividends and other distributions  
              30.    No interest on distributions  
              31.    Unclaimed distributions  
              32.    Non cash distributions  
              33.    Waiver of distributions  
           
           
                                               Capitalisation of Profits 
           
              34.    Authority to capitalise and appropriation of capitalised sums  
           
           
                                                         Part 4 
                                                             
                                         Decision Making by Shareholders 
                                                             
                                         Organisation of General Meetings 
           
              35.    Annual General Meetings  
              36.    Attendance and speaking at general meetings  
              37.    Quorum for general meetings  
              38.    Chairing general meetings  
              39.    Attendance and speaking by directors and non shareholders 
              40.    Adjournment  
           
                                             Voting at General Meetings 
           
              41.    Voting: general  
              42.    Errors and disputes  
              43.    Poll votes 
              44.    Content of proxy notices 
              45.    Delivery of proxy notices 
              46.    Amendments to resolutions  
           
           
                                                             
                                                         Part 5 
                                                             
                                           Administrative Arrangements 
           
              47.    Means of communication to be used 
              48.    Company seals 
           
              49.    No right to inspect accounts and other records.  
              50.    Provision for employees on cessation of business  
           
           
                                        Directors’ Indemnity and Insurance 
           
              51.    Indemnity  
              52.    Insurance  
           
           
                                                         Part 1 
                                                             
                                     Interpretation and Limitation of Liability 
                                                             
                                               Application of Table A  
           
          1.    Regulations 65-69, 71, 76-79, 82, 84-86, 89 – 92, 94, 97, 99, 102, 103, 105 and 120 of 
                the Companies (Tables A to F) Regulations 1985 as amended by SI2007/2549 and SI 
                2007/2826 shall not apply to the Company but the remaining Regulations shall apply 
                except so far as they are excluded or varied by the Articles  
               
                                                             
                                                    Defined terms 
           
          2.             
           
          In the articles, unless the context requires otherwise: 
           
          “articles”                   means the company’s articles of association 
           
          “bankruptcy”                 includes individual insolvency proceedings in a jurisdiction other 
                                       than England and Wales or Northern Ireland which have an effect 
                                       similar to that of bankruptcy  
           
          “chairman”                   has the meaning given in article 10 
           
          “chairman of the meeting”  has the meaning given in article 38 
           
          “Companies Acts”             means the Companies Acts (as defined in section 2 of the 
                                       Companies Act 2006), in so far as they apply to the company  
           
          “director”                   means a director of the company, and includes any person 
                                       occupying the position of director, by whatever name called 
           
          “distribution recipient”     has the meaning given in article 29 
           
          “document”                   includes, unless otherwise specified, any document sent or 
                                       supplied in electronic form  
           
          “electronic form”            has the meaning given in section 1168 of the Companies Act 2006