961088.

THE COMPANIES ACTS 1985 TO 1989

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF INTERNATIONAL PERSONAL FINANCE INVESTMENTS LIMITED

The Company's name is International Personal Finance Investments Limited^1234567 $\mathbf{1}$

The Company's registered office is to be situated in England & Wales $\overline{2}$

$\overline{\mathbf{3}}$ The Company's objects are -
To carry on the business of a holding company in all its branches and to acquire by purchase, $(a)$ lease, concession, grant, licence or otherwise and hold such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares, debentures, debenture stock, bonds, obligations, securities, reversionary interests, annuities, policies of assurance and other property and rights and interests in property as the Company shall deem fit and generally to hold, manage, develop, lease, sell or dispose of the same and to vary any of the investments of the Company, to act as trustees of any deeds constituting or securing any debentures, debenture stock or other securities or obligations, to enter into, assist, or participate in financial, commercial, mercantile, industrial and other transactions, undertakings and businesses of every description and to establish, carry on, develop and extend the same or sell, dispose of or otherwise turn the same to account and to co-ordinate the policy and administration of any companies of which this Company is a member or which are in any manner controlled by, or connected with, the Company and to carry on all or any of the businesses of capitalists, trustees, financiers, financial agents, company promoters, bill discounters, insurers, insurance brokers and agents, mortgage brokers, rent and debt collectors, stock and share brokers and

Limited on 19 November 1998

^1 The name of the company was changed from Heather Sharples Lumited to Paybonds Limited on 17 October 1969

^2 The name of the company was changed from Paybonds Limited to Unicredit Finance Limited on 29 July 1977

^3 The name of the company was changed from Unicredit Finance Limited to Moneyline Limited on 10 March 1986

^4 The name of the company was changed from Moneyline Limited to Provident Family Finance Limited on 16 March 1993

^5 The name of the company was changed from Provident Family Finance Limited to Provident International Investments

^6 The name of the company was changed from Provident International Investments Limited to International Personal Finance Limited on 3 October 2006 (pursuant to a Special Resolution of the company passed on 3 October 2006)

^7 The name of the company was changed from International Personal finance Limited to International Personal Finance Investments Limited on 23 May 2007 (pursuant to a Special Resolution of the company passed on 23 May 2007)

dealers and commission and general agents, merchants and traders, and to manufacture, buy, sell, maintain, repair and deal in plant, machinery, tools, articles and things of all kinds capable of being used for the purposes of the above-mentioned businesses or any of them, or likely to be required by customers of or persons having dealings with the Company

To carry on any other trade or business whatever which can in the opinion of the Board of $(b)$ Directors be advantageously carried on in connection with or ancillary to any of the businesses of the Company
To purchase or by any other means acquire and take options over any property whatever, and $(c)$ any rights or privileges or any kind over or in respect of any property
To apply for, register, purchase, or by other means acquire and protect prolong and renew, $(d)$ whether in the United Kingdom or elsewhere any patents, patent rights, brevets d'invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire
To acquire or undertake the whole or any part of the business, goodwill, and assets of any $(e)$ person, firm, or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm or company, or for subsidising or otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received
To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, $(f)$ charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company
To invest and deal with the monies of the Company not immediately required in such manner $(g)$ as may from time to time be determined and to hold or otherwise deal with any investments made
To lend and advance money or give credit on any terms and with or without security to any $(h)$ person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company subsidiary, fellow subsidiary or associated company as aforesaid)
To borrow and raise money in any manner and to secure the repayment of any money $(1)$ borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company's property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to

secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it

To draw, make accept, endorse, discount, negotiate, execute and issue cheques, bills of $(1)$ exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments
To apply for, promote and obtain any Act of Parliament order, or licence of the Department of $(k)$ Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests
To enter into any arrangements with any government or authority (supreme, municipal, local or $(1)$ otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise and comply with any such charters, decrees, rights, privileges and concessions
To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, $(m)$ place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world
To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or $(n)$ companies in which the Company has a direct or indirect financial interest to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by which of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies
To promote any other company for the purpose of acquiring the whole or any part of the $(0)$ business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid
To sell or otherwise dispose of the whole of any part of the business or property of the $(p)$ Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same
To act as agents or brokers and as trustees for any person, firm or company, and to undertake $(q)$ and perform sub-contracts
To remunerate any person, firm or company rendering services to the Company either by cash $(r)$ payment or by the allotment to him or them of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient

mem&artsbridge(1)/4

To pay all or any expenses incurred in connection with the promotion, formation and $(s)$ incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any shares or other securities of the Company
To support and subscribe to any charitable or public object and to support and subscribe to any $(t)$ institution, society, or club which may be for the benefit of the Company or its directors or employees, or may be connected with any town or place where the Company carries on business, to give or award pensions, annuities, gratuities and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in business of the Company or of any such subsidiary, holding of fellow subsidiary company and to the wives, widows, children and other relatives and dependants of such persons, to make payments towards insurance, and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or noncontributory) for the benefit of any such persons and of their wives, widows, children and other relatives and dependants; and to set up, establish, support and maintain profit sharing or share purchase schemes for the benefit of any of the employees of the Company or of any such subsidiary, holding or fellow subsidiary company and to lend money to any such employees or to trustees on their behalf to enable any such purchase schemes to be established or maintained
Subject to and in accordance with a due compliance with the provisions of Sections 155 to 158 $(u)$ (inclusive) of the Act (if and so far as such provisions shall be applicable), to give, whether directly or indirectly, any kind of financial assistance (as defined in Section 152(1)(a) of the Act) for any such purpose as is specified in Section 151(1) and/or Section 151(2) of the Act
To procure the Company to be registered or recognised in any part of the world $(v)$
To do all or any of the things or matters aforesaid in any part of the world and either as $(w)$ principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.
To do all such things as may be deemed incidental or conducive to the attainment of the $(x)$ Company's objects or any of them

AND so that -

None of the objects set forth in any sub-clause of this Clause shall be restrictively $(1)$ construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this Clause, or by reference to or inference from the name of the Company
None of the sub-clauses of this Clause and none of the objects therein specified shall be $(2)$ deemed subsidiary or ancillary to any of the objects specified in any other such subclause, and the Company shall have as full a power to exercise each and every one of the objects specified in each sub-clause of this Clause as though each such sub-clause contained the objects of a separate Company
The word "Company" in this Clause, except where used in reference to the Company, $(3)$ shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere
In this Clause, the expression "the Act" means the Companies Act 1985, but so that any $(4)$ reference in this Clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force

The hability of the Members is limited $\overline{\mathbf{4}}$

The Company's share capital is £4,000,000 divided into 4,000,000 ordinary shares of £1 each $8$ 5

mem&artsbridge(1)/6

^8 On incorporation the authorised share capital of the Company was £100 divided into 100 ordinary shares of £1 each By Written Resolution on 19 September 1969, the authorised share capital of the Company was increased to £500,000 divided into 500,000 ordinary shares of £1 each By Written Resolution on 29 October 1998, the authorised share capital of the Company was increased to £953,445 divided into 953,445 ordinary shares of £1 each By Written Resolution on 9 November 1999, the authorised share capital of the Company was increased to £4,000,000 divided into 4,000,000 ordinary shares of £1 each

We, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum; and we agree to take the number of shares shown opposite our respective names.

$\ddot{\bullet}$

Names and addresses of Subscribers			Number of shares taken by each Subscriber
$\mathbf{1}$	[Provident Financial plc Colonnade Sunbridge Road Bradford West Yorkshire BD1 2LQ ]		$[-Two]$
	自守
	Authorised Signatory
		Total shares taken	$[-Two]$
	$\,$

Witness to the above Signatory:
Address:

$\overline{1}$

$\epsilon$

$\bar{z}$

Registered No 00961088

ARTICLES OF ASSOCIATION of

INTERNATIONAL PERSONAL FINANCE INVESTMENTS LIMITED (Articles adopted on 27 September 2000)

$\mathbf{1}$ . Adoption of Table A

In these articles "Table A" means Table A scheduled to the Companies (Tables A to F) Regulations 1985 as amended prior to the date of adoption of these articles The regulations contained in Table A shall, except where they are excluded or modified by these articles, apply to the company and, together with these articles, shall constitute the articles of the company No other regulations set out in any statute concerning companies, or in any statutory instrument or other subordinate legislation made under any statute, shall apply as the regulations or articles of the company

$2.$ Interpretation

Words and expressions which bear particular meanings in Table A shall bear the same meanings in these articles References in these articles to writing include references to any method of representing or reproducing words in a legible and non-transitory form Headings are for convenience only and shall not affect construction If, and for so long as, the company has only one member, these articles shall (in the absence of any express provision to the contrary) apply with such modification as may be necessary in relation to such a company

3. Authorised Share Capital

The authorised share capital of the company at the date of adoption of this article is £4,000,000 divided into 4,000,000 ordinary shares of £1 each⁹

$\boldsymbol{4}$ . Rights Attached to Shares

Subject to the provisions of the Act and to any rights conferred on the holders of any other shares, any share may be issued with or have attached to it such rights and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the directors may decide Regulation 2 of Table A shall not apply

5. Unissued Shares

Subject to the provisions of the Act and to these articles, any unissued shares of the company (whether forming part of the original or any increased capital) shall be at the disposal of the directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration and upon such terms and conditions as they may determine

^9 On incorporation the authorised share capital of the Company was £100 divided into 100 ordinary shares of £1 each By Written Resolution on 19 September 1969, the authorised share capital of the Company was increased to £500,000 divided into 500,000 ordinary shares of £1 each By Written Resolution on 29 October 1998, the authorised share capital of the Company was increased to £953,445 divided into 953,445 ordinary shares of £1 each By Written Resolution on 9 November 1999, the authorised share capital of the Company was increased to £4,000,000 divided into 4,000,000 ordinary shares of £1 each

Initial Authority to Issue Relevant Securities 6.

Subject to any direction to the contrary which may be given by the company in general meeting, the directors are unconditionally authorised to exercise all powers of the company to allot relevant securities. The maximum nominal amount of relevant securities that may be allotted under this authority shall be the nominal amount of the unissued share capital at the date of adoption of this article or such other amount as may from time to time be authorised by the company in general meeting The authority conferred on the directors by this article shall remain in force for a period of five years from the date of adoption of this article but may be revoked, varied or renewed from time to time by the company in general meeting in accordance with the Act

7. Exclusion of Rights to Offers on a Pre-emptive Basis

Section 89(1) of the Act shall not apply to the allotment by the company of any equity security

8. Transfer and Transmission of Shares

The directors may, in their absolute discretion and without giving any reason for so doing, decline to register any transfer of any share, whether or not it is a fully paid share Regulation 24 of Table A shall be modified accordingly

A person who becomes entitled to a share by reason of any event (other than death or bankruptcy) giving rise to its transmission by operation of law shall have the same rights of election and other rights as a person entitled by transmission to a share as a consequence of death or bankruptcy Regulations 30 and 31 of Table A shall be modified accordingly

$9_r$ Notice of General Meetings

Notice of every general meeting shall be given to all members other than any who, under the provisions of these articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the company, and also to the auditors or, if more than one, each of them The last sentence of Regulation 38 of Table A shall not apply

10. Proceedings at General Meetings

For all purposes of these articles apart from when the company has only one member, a general meeting of the company or of the holders of any class of its shares shall be valid and effective for all purposes if one person being a duly authorised representative of two or more corporations each of which is a member entitled to vote upon the business to be transacted is present If, and for so long as, the company has only one member, that member or the proxy for that member or, where that member is a corporation, its duly authorised representative shall be a quorum at any general meeting of the company or of the holders of any class of shares Regulation 40 of Table A shall be modified accordingly

11. Votes of Members

At a general meeting, but subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative and every proxy for any member (regardless of the number or the holdings of the members for whom he is a proxy) shall have one vote, and on a poll every member who is present in person or by proxy shall have one vote for every share of which he is the holder Regulation 54 of Table A shall not apply

$12.$ Members may Vote When Money Payable by Them

Regulation 57 of Table A shall not apply

13. Delivery of Proxies

The instrument appointing a proxy and (if required by the directors) any authority under which it is executed or a copy of the authority, certified notarially or in some other manner approved by the directors, may be delivered to the office (or to such other place or to such person as may be specified or agreed by the directors) before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to act or, in case of a poll taken subsequently to the date of the meeting or adjourned meeting, before the time appointed for the taking of the poll, and an instrument of proxy which is not so delivered shall be invalid The directors may at their discretion treat a faxed or other machine made copy of an instrument appointing a proxy as such an instrument for the purpose of this article Regulation 62 of Table A shall not apply

14. Alternate Directors

Any director (other than an alternate director) may appoint any other director, or any other person who is willing to act, to be an alternate director and may remove from office an alternate director so appointed by him Regulation 65 of Table A shall not apply

15. Power to Provide for Employees

The directors may by resolution exercise any power conferred by the Act to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary

16. Power to Receive Uncalled Moneys

The directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and remaining unpaid on any shares held by him

$\overline{1}$

Delegation of Directors' Powers 17.

The directors may delegate any of their powers (with power to sub-delegate) to committees consisting of such person or persons (whether directors or not) as they think fit Regulation 72 of Table A shall be modified accordingly and references in Table A to a committee of directors or to a director as a member of such a committee shall include a committee established under this article or such person or persons

Appointment and Removal of Directors by Majority Shareholders 18.

Any member holding, or any members holding in aggregate, a majority in nominal value of such of the issued share capital for the time being of the company as carries the right of attending and voting at general meetings of the company may by memorandum in writing signed by or on behalf of him or them and delivered to the office or tendered at a meeting of the directors or at a general meeting of the company at any time and from time to time appoint any person to be a director (either to fill a vacancy or as an additional director) or remove any director from office (no matter how he was appointed)

19. Appointment of Directors by Board

Without prejudice to the powers conferred by any other article, any person may be appointed a director by the directors, either to fill a vacancy or as an additional director

$20.$ No Age Limit or Share Qualification

No director shall be required to retire or vacate his office, and no person shall be ineligible for appointment as a director, by reason of his having attained any particular age No shareholding qualification for directors shall be required

$21.$ Exclusion of Rotation Requirements and Other Provisions

Regulations 73 to 80 (inclusive) and the last sentence of Regulation 84 of Table A shall not apply

22. Disqualification and Removal of Directors

The office of a director shall be vacated not only upon the happening of any of the events mentioned in Regulation 81 of Table A but also if he is removed from office pursuant to these articles Regulation 81 of Table A shall be modified accordingly

Without prejudice to the other provisions contained in these articles, the office of a director shall be vacated if

22 2 1 by notice in writing delivered to the office or tendered at a meeting of the board, his resignation is requested by all of the other directors and all of the other directors are not less than three in number, or
22 2 2 the board of directors of any company that is the Ultimate Parent resolves (in accordance with that company's articles of association) to remove the director in question from office

23. For the purposes of this article:

"Ultimate Parent" means the person (if any) which is not itself subject to Control but which has Control of the company of which the person concerned is a director, either directly or through a chain of persons each of which has Control over the next person in the chain, and "Control" means, in relation to any company, having legal and beneficial ownership of more than 50 per cent of the voting rights attached to the issued share capital of that company

Directors' Gratuities and Pensions 24.

The directors may exercise all the powers of the company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any director or former director or the relations, connections or dependants of any director or former director who holds or has held any executive office or employment with the company or with any body corporate which is or has been a subsidiary of the company or with a predecessor in business of the company or of any such body corporate and may

contribute to any fund and pay premiums for the purchase or provision of any such benefit No director or former director shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company Regulation 87 of Table A shall not apply

$\overline{\phantom{a}}$

Notice of Board Meetings 25.

Notice of a meeting of the directors shall be deemed to be properly given to a director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the company for this purpose or by any other means authorised in writing by the director concerned. Notice shall be given in this manner to all directors including any director who is for the time being absent from the United Kingdom A director may waive notice of any meeting either prospectively or retrospectively Regulation 88 of Table A shall be modified accordingly

26. Participation in Board Meetings by Telephone

All or any of the members of the board or any committee of the board may participate in a meeting of the board or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is

Resolution in Writing 27.

A resolution in writing executed by all the directors for the time being entitled to receive notice of a meeting of the board (if that number is sufficient to constitute a quorum) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the board or, as the case may be, of the committee properly called and constituted The resolution may be contained in one document or in several documents in like form each executed by one or more of the directors or members of the committee concerned A resolution signed by an alternate director need not also be signed by his appointor and, if it is signed by a director who has appointed an alternate director, it need not be signed by the alternate director in that capacity Regulation 93 of Table A shall not apply

Directors May Vote When Interested 28.

A director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company shall declare the nature of his interest at a meeting of the directors in accordance with the Act Subject where applicable to such disclosure, a director shall be entitled to vote in respect of any contract or proposed contract in which he is interested and if he shall do so his vote shall be counted and he shall be taken into account in ascertaining whether a quorum is present A reference in this article to a contract includes any transaction or arrangement (whether or not constituting a contract) Regulations 94 and 95 of Table A shall not apply

29. Official Seal

The company may exercise all the powers conferred by the Act with regard to having any official seal and such powers shall be vested in the directors Subject to the provisions of the Act, any instrument to which an official seal is affixed shall be signed by such persons, if any, as the directors may from time to time determine

30. Notices

Any notice or other document may be served on or delivered to any member by the company either personally or by sending it by post addressed to the member at his registered address or by fax or telex to a number provided by the member for this purpose or by leaving it at his registered address addressed to the member or by any other means authorised in writing by the member concerned In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed a sufficient service on or delivery to all the joint holders Regulation 112 of Table A shall not apply

31. Time of Service

Any notice or other document, if sent by the company by post, shall be deemed to have been served or delivered twenty four hours after posting and, in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post Any notice or other document left by the company at a registered address otherwise than by post, or sent by fax or telex or other instantaneous means of transmission, shall be deemed to have been served or delivered when it was so left or sent Regulation 115 of Table A shall not apply

AI Terminal

INTERNATIONAL PERSONAL FINANCE PLC

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