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EXHIBIT 99.1
EGL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [______, __], 2000
The undersigned shareholder hereby appoints JAMES R. CRANE and ELIJIO V.
SERRANO, 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 EGL, Inc. ("EGL") to be held on _________________, _________________,
_______, 2000, at _:_ _.m., at EGL's corporate headquarters (located near George
Bush Intercontinental Airport), 15350 Vickery Drive, Houston,Texas 77032, or at
any adjournment thereof, with respect to the proposals on (1) the issuance of
EGL common shares pursuant to the proposed merger transaction involving EGL and
Circle International Group, Inc., (2) an amendment to EGL's second amended and
restated articles of incorporation to increase the authorized number of EGL
common shares from 100,000,000 to 200,000,000, (3) an amendment to EGL's
long-term incentive plan to increase the number of EGL common shares authorized
for issuance under the plan by 3,000,000, and (4) an amendment to EGL's employee
stock purchase plan to increase the number of EGL common shares authorized for
issuance under the plan by 250,000, and all other matters which may come before
the special meeting or any adjournment or postponement thereof. None of the
proposals is conditioned on the approval of any other proposal.
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 EGL RECOMMENDS A VOTE
FOR PROPOSALS 1, 2, 3 AND 4.
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 of the Issuance of
EGL common Shares Pursuant to the
proposed merger:
2. Approval of an Amendment to EGL's [ ] [ ] [ ]
second amended and restated articles
of incorporation to increase the
authorized number of EGL common
shares from 100,000,000 to
200,000,000:
3. Approval of an Amendment to EGL'S [ ] [ ] [ ]
Long-term Incentive Plan to Increase
the Number of EGL Common Shares
Authorized for Issuance Under the
Plan by 3,000,000 Shares:
4. Approval of an amendment to EGL'S [ ] [ ] [ ]
employee stock purchase plan to
increase the number of EGL common
shares authorized for issuance under
the plan by 250,000 shares.
5. WITH DISCRETIONARY AUTHORITY AS TO
SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
Signature______________________________________________ Date: ___________, 2000
Sing 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
