Both Sirius And XM Stockholders Approve Merger

Yes Votes

SIRIUS SATELLITE RADIO has announced that its stockholders, at a special meeting held TODAY, voted to approve an amendment to its certificate of incorporation and the issuance of SIRIUS common stock in connection with its previously announced merger with XM SATELLITE RADIO HOLDINGS INC.

"We are pleased with the outcome of today's vote," said Chairman/CEO MEL KARMAZIN. "The approval by SIRIUS stockholders of our merger with XM represents a significant step in the approval process, and on behalf of the Board and management team, I want to thank our stockholders for their continued support. We look forward to completing the merger by the end of the year and, together with XM, becoming an even stronger competitor in the ever-expanding audio entertainment marketplace offering consumers more choices at lower prices."

The preliminary tabulation indicates that more than 96% of the shares voted were cast in favor of the transaction.

The transaction is subject to regulatory approvals from the FCC and the DEPARTMENT OF JUSTICE. The transaction is expected to close by the end of the year. XM stockholders will receive a fixed exchange ratio of 4.6 shares of SIRIUS common stock for each share of XM they own. XM and SIRIUS stockholders will each own approximately 50% of the combined company.

XM Says Yes As Well

Meanwhile, XM SATELLITE RADIO HOLDINGS INC. reported at the conclusion of its special meeting of stockholders TODAY that its stockholders have voted to approve the previously announced merger with SIRIUS SATELLITE RADIO INC. The preliminary tabulation indicates that 99.8% of the shares voted were cast in favor of the transaction.

"TODAY's vote is the latest demonstration of the strong support for our merger from a wide range of individuals and prestigious organizations who recognize the benefits that a merger will bring to consumers," said XM Chairma GARY PARSONS. "We are proud to have received support for our merger from organizations representing African Americans, women, rural Americans and Hispanics, as well as from former FCC Chairmen and Commissioners and a diverse group of elected officials. We appreciate our shareholders' overwhelming support."

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