Resolutions 1-5 require a simple majority of more than 50% of those persons present and voting in person or, on a poll, of votes cast.

Resolutions 6-10 require a majority of 75% or more of those persons present and voting in person or, on a poll, of votes cast.

Resolution 1
To receive and adopt the annual accounts of the Company for the period ended 31 May 2003 together with the report of the Directors and the Auditors thereon.

This is a standard resolution required by law to enable shareholders to formally receive and approve the accounts for the financial period, namely the year ended 31 May 2003.

Resolution 2
To reappoint William Christopher Power as Director of the Company in accordance with Article 83 of the Articles of Association.

Resolution 3
To reappoint Mohammed Azeem Malik as Director of the Company in accordance with Article 83 of the Articles of Association.

The Company's Articles of Association state that any Director appointed by the Board since the last AGM shall hold office only until, and must then seek election at, the next Annual General Meeting. Therefore William Christopher Power and Mohammed Azeem Malik are seeking election under this provision.

Resolution 4
To reappoint Rothman Pantall & Co as Auditors of the Company to hold office from the conclusion of the Meeting until the conclusion of the next General Meeting of the Company at which accounts are laid and to authorise the Directors to determine the remuneration of the Auditors.

This is a standard resolution seeking the shareholders' approval of the reappointment of Rothamn Pantall & Co as the Company's Auditors.

Resolution 5
That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 80 of the Companies Act (the "Act") to exercise all powers of the Company to allot relevant securities (within the meaning of section 80 of the Act) of the Company on and subject to such terms as the Directors may determine. The authority hereby conferred shall, subject to section 80 of the Act, be for a period expiring five years from the date of passing this resolution (unless previously revoked or renewed by the Company in General Meeting) and the maximum nominal amount of relevant securities which may be allotted pursuant to such authority shall be £311,906.55 save that the Directors may allot relevant securities pursuant to this authority after that date pursuant to an offer or agreement made by the Company on or before that date as if such authority had not expired.

Although the Directors are empowered to allot all currently authorised but as yet unissued shares by a shareholders' resolution at the last Annual General Meeting held on Thursday 1 May 2003, this resolution is seeking to renew that authority in the normal way.

Resolution 6
That the Directors be and they are hereby empowered pursuant to section 95 of the Act for the period commencing on and with effect from the date of the passing of this resolution and (unless previously revoked or renewed by the Company in General Meeting) expiring on the earlier of five years from the date of the passing of this resolution and at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution to allot equity securities (as defined in section 94(2) of the Act) for cash pursuant to the authority conferred by resolution 5 above as if section 89(1) of the Act did not apply to such allotment and the Directors shall be entitled to make at any time prior to the expiry of the power hereby conferred any offer, agreement or other arrangement made by the Company which would or might require equity securities to be allotted after the expiry of such power.

If the Directors wish to allot unissued shares for cash, the Companies Act 1985 requires that such shares are first offered to shareholders in proportion to their existing holdings. This is known as shareholders' pre-emption rights. Resolution 6 seeks the approval of shareholders to disapply those pre-emption rights. If this resolution is passed, your Directors will have authority, normally until the date of the next Annual General Meeting, to allot shares for cash up to a maximum of 31,190,655 ordinary shares, representing the Company's current authorised but unissued share capital, without the shares first being offered to shareholders.

Resolution 7
That the Company, being a public company, within the meaning of Section 1(3) of the Companies Act be re-registered as a private company limited by shares pursuant to the provisions of Section 53 of the Act.

Resolution 8
That the name of the Company be changed to QPR Holdings Limited.

Resolution 9
That the Company's Memorandum of Association be amended in the manner following namely:
(a) by the deletion there from of the existing Clauses 1 and 2 and by the substitution therefore of a new Clause 1: "The Company's name is QPR Holding Limited".
(b) By the renumbering of existing Clauses 3, 4, 5 and 6 as Clauses 2, 3, 4 and 5 respectively.

Resolution 10
That the Company's Articles of Association be amended in the manner following namely:
(a) They state that the name of the Company is QPR Holdings Limited.
(b) All references to 'public company' or 'plc' are replaced by 'private company' or 'limited' respectively.
(c) Article 39, being redundant in a private company, be deleted and the subsequent Articles renumbered accordingly.

Resolutions 7, 8, 9 and 10: Change of Company Status. The Directors propose to change the status of the Company from a public limited company to a private limited company. It is believed that this change will reduce costs and assist administration of the business. The change will require certain minor amendments to be made to the Company's Memorandum and Articles of Association as well as a change in name to QPR Holdings Limited.

Recommendation
Your Directors believe that the proposed resolutions are all in the best interests of QPR Holdings plc and its shareholders. Accordingly, they recommend you to vote in favour of the resolutions.