These materials are important and require your immediate attention. They require the shareholders of Sirius XM Canada Holdings Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors. If you require further assistance, please do not hesitate to contact the Company’s proxy solicitation and information agent, D.F. King, toll free at 1-866-822-1238 (1-201-806-7301 by collect call) or by email at [email protected]. For up-to-date information and convenience in voting please visit the website: www.siriusxmcanadatransaction.ca SIRIUS XM CANADA HOLDINGS INC. CANADA NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 30, 2016 AND MANAGEMENT INFORMATION CIRCULAR Our special meeting of Company Shareholders will be held at 10:00 am (Toronto time) on August 30, 2016 at TMX Broadcast Centre Exchange Tower, Ground Floor 130 King Street West, Toronto, Ontario, M5X 1J2 As a Shareholder of Class A Subordinate Voting Shares or Class B Voting Shares of Sirius XM Canada Holdings Inc., you have the right to vote your Shares, either by proxy or in person at the meeting. THE NON-INTERESTED DIRECTORS OF SIRIUS XM CANADA HOLDINGS INC. UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT. July 29, 2016 (This page intentionally left blank) July 29, 2016 Dear fellow shareholder: You are invited to attend a special meeting of shareholders (the “Company Meeting”) of Sirius XM Canada Holdings Inc. (the “Company”). The Company Meeting will be held on August 30, 2016 at 10:00 am (Toronto time), at TMX Broadcast Centre, Exchange Tower, 130 King Street West, Ground Floor, Toronto, Ontario, M5X 1J2. At the Company Meeting you will be asked to consider and, if thought appropriate, to pass, with or without variation, a special resolution approving a statutory arrangement pursuant to section 182 of the Business Corporations Act (Ontario) (the “Arrangement”) involving, among other things, the acquisition by 2517835 Ontario Inc. (the “Purchaser”) of all of the outstanding Class A Subordinate Voting Shares in the capital of the Company (the “Class A Shares”), the Class B Voting Shares in the capital of the Company (the “Class B Shares”, and together with the Class A Shares, the “Company Voting Shares”) and the Class C Non-Voting Shares in the capital of the Company (the “Class C Shares” and collectively with the Class A Shares and Class B Shares, the “Company Shares”). Under the Arrangement, holders of Company Shares (each a “Company Shareholder”) other than Dissenting Shareholders will be entitled to receive from the Purchaser at such Company Shareholder’s election, depending on the status of such Company Shareholder as either an Eligible Holder or a Non-Eligible Holder (in each case, as defined in the accompanying information circular), for each Class A Share: (i) $4.50 in cash (“Class A Cash Consideration”); (ii) 0.898 of a share of common stock in the capital of Sirius XM Holdings Inc. (“SIRI Shares”); or (iii) 0.898 of an exchangeable share in the capital of the Purchaser (the “Exchangeable Shares”), or a combination thereof (collectively, the “Class A Share Consideration”) as described in more detail in the accompanying information circular. Each Company Shareholder other than Dissenting Shareholders will be entitled to receive from the Purchaser at such Company Shareholder’s election, depending on the status of such Company Shareholder as either an Eligible Holder or a Non-Eligible Holder for each Class B Share: (i) $1.50 in cash (“Class B Cash Consideration”); (ii) 0.299 of a SIRI Share; or (iii) 0.299 of an Exchangeable Share, or a combination thereof (collectively, the “Class B Share Consideration” and together with the Class A Share Consideration, the “Consideration”) as described in more detail in the accompanying information circular. The elections made by holders of Company Shares will be subject to proration, the availability of consideration in the form of Exchangeable Shares, and the treatment of a portion of the Class A Shares owned by Slaight Communications Inc. and Obelysk Media Inc. in connection with their interest in the Purchaser, all as described in more detail in the accompanying information circular. The maximum aggregate number of SIRI Shares and Exchangeable Shares that may be issued to Company Shareholders pursuant to the Arrangement is 35,000,000. The payment of consideration in the form of Exchangeable Shares pursuant to the Plan of Arrangement is subject to: (i) the Company and the Purchaser obtaining an order from the applicable Canadian securities regulatory authorities exempting the Company and the Purchaser from (a) Canadian continuous disclosure and insider reporting obligations on a basis consistent with the conditions set out in subsections 13.3(2)(d), (e), (f), (g) and (h) and subsections 13.3(3)(a), (c) and (e) of National Instrument 51-102 – Continuous Disclosure Obligations, and (b) formal valuation obligations under MI 61-101; and (ii) Company Shares being exchanged for Exchangeable Shares having an aggregate equivalent value of at least $25,000,000. The consideration to be paid to holders of Class A Shares under the Arrangement represents a premium of 22.3% over the closing price of $3.68 for the Class A Shares on the Toronto Stock Exchange (“TSX”) on February 11, 2016, the day prior to the Company’s announcement that it had been approached regarding a potential corporate transaction, and a premium of 17.7% over the 20-day volume-weighted average trading price of the Class A Shares on the TSX for the period ending February 11, 2016. Under the Arrangement, the Company will pay or cause to be paid to each holder of outstanding options to purchase Class A Shares issued pursuant to the stock option plan of the Company (the “Company Options”) a cash payment equal to the amount (if any) by which the Class A Cash Consideration exceeds the exercise price of such Company Option, less applicable withholdings. Under the Arrangement, the Company will pay or cause to be paid to each holder of outstanding restricted share units and performance share units, together with any corresponding dividend equivalents issued under the Company’s equity plans (the “Company RSUs”) a cash payment for each Company RSU equal to the Class A Cash Consideration less applicable withholdings, provided that any such calculation in respect of any performance share units shall be based on the performance targets applicable to such performance share units being deemed to be satisfied and a corresponding performance share unit multiplier of 1.00 being applied. The Board of Directors of the Company (the “Board”) has unanimously determined (with the interested directors abstaining from voting and not participating in the review of the Arrangement), following the unanimous favourable recommendation of a special committee comprised of independent directors, that the Arrangement is in the best interests of the Company and is fair from a financial point of view to the minority shareholders and unanimously recommends that the minority shareholders vote FOR the special resolution approving the Arrangement. The recommendation of the Board is based on the factors and considerations set out in detail in the accompanying information circular beginning at page 22. Each director and officer of the Company will vote his or her Company Shares FOR the special resolution approving the Arrangement. To become effective, the special resolution in respect of the Arrangement must be approved by not less than (i) 66 2/3% of the votes cast by the holders of Company Voting Shares, voting as a single class, and (ii) a majority of the votes cast by the holders of Company Shares (other than interested Company Shareholders for the purpose of such vote) (the “Required Approval”). The Arrangement is also subject to certain other conditions, including the receipt of (i) the approval of the Ontario Superior Court of Justice (Commercial List) (the “Court Approval”) and (ii) the decision of the CRTC approving the Arrangement and matters ancillary thereto (the “CRTC Approval”). Subject to obtaining such approvals and satisfying or waiving the other conditions contained in the arrangement agreement dated May 12, 2016, between the Purchaser and the Company, among others, (the “Arrangement Agreement”), if the Company Voting Shareholders approve the special resolution in respect of the Arrangement, it is anticipated that the Arrangement will be completed as soon as all conditions have been satisfied or waived, including receipt of the Required Approval, the Court Approval and the CRTC Approval. The accompanying information circular provides a detailed description of the Arrangement to assist you in considering how to vote on the special resolution to be approved at the Company Meeting. You are urged to read this information carefully and, if you require assistance, consult your own legal, tax, financial or other professional advisor. Your vote is important regardless of the number of securities you own. If you are unable to be present at the Company Meeting in person, we encourage you to take the time now to complete, sign, date and return the enclosed form of proxy or voting instruction form so that your securities can be voted at the Company Meeting in accordance with your instructions. Whether or not you expect to attend the Company Meeting, please exercise your right to vote. Company Voting Shareholders who have completed the enclosed form of proxy or voting instruction form may still attend the Company Meeting. Enclosed is a letter of transmittal and election form for Company Voting Shareholders explaining how you can elect cash, SIRI Shares, or Exchangeable Shares, or a combination thereof, as well as how to deposit and obtain payment for your Company Shares once the Arrangement is completed.