NASDAQ Grants Exception

NASDAQ Grants Exception

NEW YORK, Feb. 19 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (NASDAQ:SIRI) announced today that NASDAQ had granted the Company's request to issue new preferred stock in connection with its previously announced agreements with Liberty Media Corporation without shareholder approval.

(Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO )

Liberty Media's investment will be funded in two separate phases. Upon completion of the second phase of the Liberty investments, SIRIUS XM will issue Liberty an aggregate of 12.5 million shares of preferred stock convertible into 40% of the common stock of SIRIUS XM. Details regarding the transaction are available in the Current Report on Form 8-K the Company filed with the Securities and Exchange Commission on February 17, 2009.

While the NASDAQ rules generally require shareholder approval prior to the issuance of securities that are convertible into more than 20% of the outstanding shares of a listed company, the Company is relying on an exception in cases when the delay in securing shareholder approval would seriously jeopardize the financial viability of the enterprise. The Company's Audit Committee has approved the use of this exception.

About SIRIUS XM Radio

SIRIUS XM Radio is America's satellite radio company delivering commercial-free music channels, premier sports, news, talk, entertainment, traffic and weather, to more than 18.9 million subscribers.

SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Jimmy Buffett, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the Love Sponge(R), The Grateful Dead, Willie Nelson, Bob Dylan, Tom Petty, and Bob Edwards. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball(R), NASCAR(R), NBA, NHL(R), and PGA TOUR(R), and broadcasts major college sports.

SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Target, Sam's Club, and Wal-Mart.

SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic(R) service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets.

This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the business combination transaction involving SIRIUS and XM, including potential synergies and cost savings and the timing thereof, future financial and operating results, the combined company's plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of SIRIUS' and XM's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS and XM. Actual results may differ materially from the results anticipated in these forward-looking statements.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statement: general business and economic conditions; the performance of financial markets and interest rates; the failure to realize synergies and cost-savings from the merger or delay in realization thereof; the businesses of SIRIUS and XM may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected. Additional factors that could cause SIRIUS' and XM's results to differ materially from those described in the forward-looking statements can be found in SIRIUS' and XM's Annual Reports on Form 10-K for the year ended December 31, 2007 and their respective Quarterly Reports on Form 10-Q for the quarter ended September 30, 2008, which are filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site (http://www.sec.gov/). The information set forth herein speaks only as of the date hereof, and SIRIUS and XM disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

G-SIRI

First Call Analyst:
FCMN Contact: mkaleya@joelefrank.com

Photo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO
http://photoarchive.ap.org/
PRN Photo Desk, photodesk@prnewswire.com

Source: SIRIUS XM Radio

CONTACT: Media Relations: Patrick Reilly, +1-212-901-6646,
PReilly@siriusradio.com; or Kelly Sullivan, of Joele Frank, Wilkinson Brimmer
Katcher, +1-212-355-4449, KSullivan@joelefrank.com; or Investor Relations:
Paul Blalock, +1-212-584-5174, PBlalock@siriusradio.com; or Hooper Stevens,
+1-212-901-6718, HStevens@siriusradio.com, all for SIRIUS XM Radio

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Profile: International Entertainment