Pandora Stockholders Approve Transaction with SiriusXM

Pandora Media, Inc. (NYSE: P) (“Pandora”) today announced that at a
special meeting held earlier today stockholders of Pandora approved the
acquisition of Pandora by Sirius XM Holdings Inc. (NASDAQ: SIRI)
(“Sirius XM”).

At the special meeting of Pandora stockholders, holders of approximately
75% of the outstanding voting power of Pandora voting securities were
voted, with approximately 97% of the votes cast in favor of the
transaction.

The transaction is expected to close shortly, subject to customary
closing conditions. Assuming completion of the transaction, shares of
Pandora common stock are expected to be delisted from trading on the New
York Stock Exchange (“NYSE”). As a result of the transaction, among
other things, each share of Pandora common stock will be converted into
1.44 newly issued shares of Sirius XM common stock. Sirius XM common
stock will continue to trade under the existing ticker symbol “SIRI” on
The Nasdaq Global Select Market.

As of the transaction close, Roger Lynch, Chief Executive Officer of
Pandora, will be stepping down from his role and exiting the company.
Jim Meyer, Chief Executive Officer of Sirius XM, will lead Pandora and
Sirius XM as a combined company. Steve Bene, General Counsel of Pandora;
Naveen Chopra, Chief Financial Officer of Pandora; and Kristen Robinson,
Chief Human Resources Officer of Pandora, also will be exiting the
company following the transaction closing.

About Pandora

Pandora is the world’s most powerful music discovery platform—a place
where artists find their fans and listeners find music they love. We are
driven by a single purpose: unleashing the infinite power of music by
connecting artists and fans, whether through earbuds, car speakers, or
anywhere fans want to experience it. Pandora’s team of highly trained
musicologists analyze hundreds of attributes for each recording which
powers our proprietary Music Genome Project^®, delivering
billions of hours of personalized music tailored to the tastes of each
music listener, full of discovery, making artist/fan connections at
unprecedented scale. Founded by musicians, Pandora empowers artists with
valuable data and tools to help grow their careers and connect with
their fans.

www.pandora.com |
@pandoramusic | www.pandoraforbrands.com |
@PandoraBrands | amp.pandora.com

FORWARD-LOOKING STATEMENTS

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 future
financial and operating results, our plans, objectives, expectations and
intentions with respect to future operations, products and services; and
other statements identified by words such as “will likely result,” “are
expected to,” “will continue,” “is anticipated,” “estimated,” “believe,”
“intend,” “plan,” “projection,” “outlook” or words of similar meaning.
Such forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many
of which are difficult to predict and generally beyond our control.
Actual results and the timing of events may differ materially from the
results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Pandora’s and Sirius XM’s
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause actual
results and the timing of events to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: ability to meet the closing conditions to
the transaction; delay in closing the transaction; failure to realize
the expected benefits from the proposed transaction; risks related to
disruption of management time from ongoing business operations due to
the proposed transaction; Sirius XM’s or Pandora’s substantial
competition, which is likely to increase over time; Sirius XM’s or
Pandora’s ability to retain subscribers or increase the number of
subscribers is uncertain; Sirius XM’s or Pandora’s ability to profitably
attract and retain subscribers; failing to protect the security of the
personal information about Sirius XM’s or Pandora’s customers;
interference to Sirius XM’s or Pandora’s service from wireless
operations; Sirius XM and Pandora engage in substantial marketing
efforts and the continued effectiveness of those efforts are an
important part of Sirius XM’s and Pandora’s business; consumer
protection laws and their enforcement; Sirius XM’s or Pandora’s failure
to realize benefits of acquisitions or other strategic initiatives;
unfavorable outcomes of pending or future litigation; the market for
music rights, which is changing and subject to uncertainties; Sirius
XM’s dependence upon the auto industry; general economic conditions;
existing or future government laws and regulations could harm Sirius
XM’s or Pandora’s business; failure of Sirius XM’s satellites would
significantly damage its business; the interruption or failure of Sirius
XM’s or Pandora’s information technology and communications systems;
rapid technological and industry changes; failure of third parties to
perform; Sirius XM’s failure to comply with FCC requirements;
modifications to Sirius XM’s or Pandora’s business plan; Sirius XM’s or
Pandora’s indebtedness; Sirius XM’s studios, terrestrial repeater
networks, satellite uplink facilities or Sirius XM’s or Pandora’s other
ground facilities could be damaged by natural catastrophes or terrorist
activities; Sirius XM’s principal stockholder has significant influence
over its affairs and over actions requiring stockholder approval and its
interests may differ from interests of other holders of SiriusXM’s
common stock; Sirius XM is a “controlled company” within the meaning of
the NASDAQ listing rules; impairment of Sirius XM’s or Pandora’s
business by third-party intellectual property rights; changes to Sirius
XM’s dividend policies which could occur at any time; and risks related
to the inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures. The information set forth herein speaks
only as of the date hereof, and Sirius XM and Pandora disclaim any
intention or obligation to update any forward looking statements as a
result of developments occurring after the date of this communication.
Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual
results.

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