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EXHIBIT 99.2
CIRCLE INTERNATIONAL GROUP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [______, __], 2000
The undersigned shareholder hereby appoints PETER GIBERT and ROBERT H.
KENNIS, and each of them, with full power of substitution and with discretionary
authority, the attorneys of the undersigned to vote all shares registered in the
name of the undersigned at the Special Meeting of Shareholders of Circle
International Group, Inc. ("Circle") to be held on _________________,
_________________, _______, 2000, at _:_ _.m., at Circle's corporate
headquarters, 260 Townsend Street, San Francisco, California 94107, or at any
adjournment thereof, with respect to the proposal to approve and adopt the
merger agreement among EGL, Inc., EGL Delaware I, Inc., which is a newly formed,
wholly owned subsidiary of EGL, and Circle, and the transactions contemplated by
the merger agreement, including the merger, and all other matters which may come
before the special meeting or any adjournment or postponement thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. IF NO DIRECTION IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED FOR THE PROPOSALS. THE BOARD OF DIRECTORS OF CIRCLE RECOMMENDS A
VOTE FOR THE FIRST PROPOSAL.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
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FOLD AND DETACH HERE
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[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
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FOR AGAINST ABSTAIN
[ ] [ ] [ ]
1. Approval and adoption of
the merger agreement dated
as of July 2, 2000 among
EGL, Inc., EGL Delaware I,
Inc., which is a newly
formed, wholly owned
subsidiary of EGL, and
Circle, and the
transactions contemplated
by the merger agreement,
including the merger.
2. WITH DISCRETIONARY
AUTHORITY AS TO SUCH OTHER
MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
Signature____________________________________________ Date: _____________, 2000
Sign exactly as name appears hereon. Joint owners should each sign. When signing
as attorney, executor, officer, administrator, trustee, or guardian, please give
full title as such.
PLEASE VOTE
