CAP Clean Air

    Company No: 923454

                               Capital Radio plc                               

At the Annual General Meeting of the above-named company, duly convened and
held on 23 January 2003, the following resolutions were passed, those numbered
1, 4 and 5 as ordinary resolutions and those numbered 2 and 3 as special
resolutions:

Ordinary Resolution

1. That:

(i) for the purposes of section 80 of the Companies Act 1985 ("the Act"), the
Directors be generally and unconditionally authorised to exercise all powers of
the Company to allot relevant securities (within the meaning of that section)
up to an aggregate nominal amount of �444,649, such authority to expire five
years from the date of the passing of this resolution (unless previously
renewed, varied or revoked by the Company in general meeting);

(ii) the Company may make an offer or agreement before the expiry of this
authority which would or might require relevant securities to be allotted after
expiry of this authority and the Directors may allot relevant securities in
pursuance of that offer or agreement; and

(iii) this authority shall replace all existing authorities conferred on the
Directors in respect of the allotment of relevant securities to the extent that
the same have not been previously utilised.

Special Resolution

2. That:

(i) subject to and conditional upon the passing of resolution numbered 8 set
out in the Notice of Annual General Meeting dated 18 December 2002 (the
"section 80 resolution"), the Directors be generally empowered pursuant to
section 95 of the Act to allot equity securities (within the meaning of section
94(2) of the Act) pursuant to the authority conferred by the section 80
resolution (or any renewal thereof) as if section 89(1) of the Act did not
apply to any such allotment provided that this power shall be limited:

(a) to the allotment of equity securities, whether by way of rights issue, open
offer or otherwise, to ordinary shareholders and holders of any other shares or
securities of the Company that by their terms are entitled to participate in
such rights issue, open offer or otherwise where the equity securities
respectively attributable to the interests of all ordinary shareholders and
such holders of other shares or securities are proportionate (as nearly as may
be) to the respective numbers of Ordinary Shares held by them or into which
their shares or securities are to be deemed converted in calculating the extent
of their participation but subject to such exclusions or other arrangements as
the Directors deem necessary or expedient in relation to fractional
entitlements or legal or practical problems under the laws of, or the
requirements of any recognised regulatory body or stock exchange in, any
territory; and

(b) to the allotment of equity securities for cash (otherwise than pursuant to
sub-paragraph (a) above) up to an aggregate nominal value of �102,767;

(ii) this power expires at the conclusion of the next Annual General Meeting
following the date of this resolution or 23rd April 2004 (unless previously
renewed, varied or revoked by the Company in General Meeting);

(iii) this power shall enable the Company to make an offer or agreement before
the expiry of this power which would or might require equity securities to be
allotted after the expiry of this power and the Directors may allot equity
securities in pursuance of any such offer or agreement; and

(iv) this power shall replace all existing powers granted to the Directors to
allot equity securities as if the said section 89(1) of the Act did not apply
to the extent that the same have not been previously utilised.

Special Resolution

3. That, pursuant to Article 9 of the Company's Articles of Association, the
Company be generally and unconditionally authorised to make market purchases
(within the meaning of section 163 of the Act) of Ordinary Shares of 2.5p each
("Ordinary Shares") in the capital of the Company provided that:

(i) the maximum number of Ordinary Shares authorised to be purchased is
8,221403;

(ii) the minimum price which may be paid for each Ordinary Share is 2.5p
exclusive of expenses;

(iii) the maximum price which may be paid for each Ordinary Share is an amount
equal to 105% of the average closing middle market quotations for an Ordinary
Share as derived from the London Stock Exchange Daily Official List for the
five business days immediately preceding the day of purchase;

(iv) this authority expires at the conclusion of the next Annual General
Meeting following the date of this resolution or 23rd January 2004 whichever is
the earlier; and

(v) the Company may make a contract to purchase Ordinary Shares prior to the
expiry of this authority which will or may be executed wholly or partly after
the expiry of such authority and the Company may make purchases of Ordinary
Shares in pursuance of any such contract.

Ordinary Resolution

4. That the Company's policy in relation to the level of participation by the
Executive Directors in the Capital Radio 1998 Share Option Scheme should be
amended in the manner described in the Directors' Remuneration Report on page
46 of the Annual Report, and the Directors be authorised to do all such acts
and things as they may consider necessary or expedient to carry the same into
effect.

Ordinary Resolution

5. That the Capital Radio Long Term Incentive Plan should be amended in the
manner described in the Directors' Remuneration Report on page 47 of the Annual
Report, and the Directors be authorised to do all such acts and things as they
may consider necessary or expendient to carry the same into effect.

**********..

Chairman

X:USER  stoddaWordNSCOSECART&MEMResolutions - Jan2003.doc



END

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