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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_]CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
E*TRADE GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
E*TRADE GROUP, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
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E*TRADE GROUP, INC.
FOUR EMBARCADERO PLACE, 2400 GENG ROAD
PALO ALTO, CALIFORNIA 94303
(650) 842-2500
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 30, 1997
TO OUR STOCKHOLDERS:
A Special Meeting of the Stockholders (the "Meeting") of E*TRADE Group, Inc.
(the "Company") will be held on Tuesday, December 30, 1997 at 11:00 a.m. local
time, at the offices E*TRADE Group, Inc., Four Embarcadero Place, 2400 Geng
Road, Palo Alto, California. The purpose of the Meeting is to consider and
take action upon a proposal recommended by the Board of Directors to amend the
Company's Certificate of Incorporation to increase the Company's authorized
common stock, from 50 million shares to 150 million shares.
The transfer books of the Company will not be closed prior to the Meeting
but, pursuant to appropriate action by the Board of Directors, the record date
for determination of the Stockholders entitled to notice of and vote at the
Meeting is November 25, 1997.
This Notice, the Proxy and Proxy Statement enclosed herewith are sent to you
by order of the Board of Directors.
CHRISTOS M. COTSAKOS
President and Chief Executive
Officer
Palo Alto, California
November 28, 1997
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO VOTE,
SIGN, AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-
PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE.
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E*TRADE GROUP, INC.
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of E*Trade Group,
Inc. (the "Company") for use at the Special Meeting of the Stockholders (the
"Meeting") to be held on Tuesday, December 30, 1997 at 11:00 a.m. local time,
at the offices of E*TRADE Group, Inc., Four Embarcadero Place, 2400 Geng Road,
Palo Alto, California, and any adjournment thereof. The mailing address of the
executive office of the Company is Four Embarcadero Place, 2400 Geng Road,
Palo Alto, California 94303. This Proxy Statement and the enclosed proxy were
first furnished to Stockholders of the Company on or about December 1, 1997.
VOTING PROCEDURES
The representation in person or by proxy of a majority of the outstanding
shares entitled to vote at the Meeting is necessary to provide a quorum for
the transaction of business at the Meeting. Shares can only be voted if the
Stockholder is present in person or is represented by returning a properly
signed proxy. Each Stockholder's vote is very important. Whether or not you
plan to attend the Meeting in person, please sign and promptly return the
enclosed proxy card, which requires no postage if mailed in the United States.
All signed and returned proxies will be counted towards establishing a quorum
for the Meeting, regardless of how the shares are voted.
Shares represented by proxy will be voted in accordance with your
instructions. You may specify your choices by marking the appropriate box on
the proxy card. You may vote (i) "FOR" the proposal to amend the Company's
Certificate of Incorporation, (ii) "AGAINST" the proposal or (iii) "ABSTAIN"
from voting on the proposal. An abstention or withholding authority to vote
will be counted as present for determining whether the quorum requirement is
satisfied. With respect to the required vote on the proposal, abstentions will
be treated as shares present and entitled to vote, and for purposes of
determining the outcome of the vote on the proposal, have the same effect as a
vote against the proposal. A broker "non-vote" occurs when a nominee holding
shares for a beneficial holder does not have discretionary voting power and
does not receive voting instructions from the beneficial owner. Broker "non-
votes" on a particular proposal will not be treated as shares present and
entitled to vote on the proposal.
The proposal to amend the Company's Certificate of Incorporation to increase
the authorized Common Stock of the Company requires for approval the
affirmative vote of a majority of the Company's outstanding Common Stock
entitled to vote at the Meeting. Broker "non-votes" on the proposal to
increase the authorized Common Stock will have the effect of a vote against
the proposal.
A Stockholder who returns a proxy may revoke it at any time before the
Stockholder's shares are voted at the Meeting by written notice to the
Secretary of the Company received prior to the Meeting, by executing and
returning a later-dated proxy or by voting by ballot at the Meeting.
The outstanding stock of the Company entitled to vote as of November 25,
1997, consisted of 38,771,988 shares of Common Stock. Only Stockholders of
record at the close of business on November 25, 1997, are entitled to vote at
the Meeting. Each share is entitled to one vote.
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PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved and recommends that the
stockholders approve an amendment to the Company's Certificate of
Incorporation to increase the authorized shares of the Company's common stock
(the "Common Stock") from 50,000,000 shares to 150,000,000 shares. The Board
of Directors of the Company believes the increase in the authorized shares is
necessary to provide the Company with the flexibility to act in the future
with respect to financing programs, acquisitions and other corporate purposes
without the delay and expense incidental to obtaining stockholder approval
each time an opportunity requiring the issuance of shares may arise.
On November 25, 1997, the Company had 38,771,988 shares of Common Stock
issued and outstanding. Also on that date, the Company had reserved shares of
Common Stock for issuance as follows: (i) 4,000,000 shares for issuance under
the Company's 1996 Stock Incentive Plan, (ii) 3,547,420 shares for issuance
under the Company's 1993 Stock Option Plan and 1983 Employee Incentive Stock
Option Plan, and (iii) 575,879 shares for issuance under the Company's 1996
Stock Purchase Plan. Because substantially all of the Company's 50,000,000
authorized shares have been issued or reserved for issuance, few shares would
be available to the Company for use in connection with its future financing
and other corporate needs.
The lack of authorized Common Stock available for issuance would
unnecessarily limit the Company's ability to pursue opportunities for future
financings, acquisitions, mergers and other transactions. The Company would
also be limited in its ability to effectuate future stock splits or stock
dividends. The Company has considered plans to issue additional shares of
Common Stock in possible future financings. The Board of Directors believes
that the increases in the authorized shares of Common Stock is necessary to
provide the Company with the flexibility to pursue the types of opportunities
described above without added delay and expense.
The availability of authorized but unissued shares of Common Stock might be
deemed to have the effect of preventing or discouraging an attempt by another
person to obtain control of the Company, because the additional shares could
be issued by the Board of Directors, which could dilute the stock ownership of
such person. The Company has no plans for such issuances and this proposal is
not being proposed in response to a known effort to acquire control of the
Company.
The additional shares of Common Stock to be authorized by adoption of the
amendment to the Certificate of Incorporation would have rights identical to
the currently outstanding shares of Common Stock of the Company. Adoption of
the proposed amendment to the Certificate of Incorporation would not affect
the rights of the holders of currently outstanding shares of Common Stock.
Adoption of the amendment to the Certificate of Incorporation to increase
the Company's authorized Common Stock requires the vote of a majority of the
outstanding shares of the Company's Common Stock. Votes, abstentions and
broker non-votes will be counted as set forth above in "VOTING PROCEDURES." If
the proposal is approved, the Company intends to file an amendment to the
Certificate of Incorporation shortly after the Meeting. The amendment to the
Certificate of Incorporation will be effective immediately upon acceptance of
filing by the Secretary of the State of Delaware. The Board of Directors would
be free to issue Common Stock without further action on the part of the
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER ACTION
Management is not aware at this time of any other matters that will be
presented for action at the Meeting. Should any such matters be presented, the
proxies grant power to the proxy holders to vote shares represented by the
proxies in the discretion of such proxy holders.
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STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered at the 1998 Annual Meeting
of Stockholders were required to have been received by E*TRADE no later than
September 26, 1997. Such proposals for future meetings must be mailed to the
Company's principal executive offices, 2400 Geng Road, Palo Alto, California
94303, Attention: Stephen C. Richards. Such proposals may be included in proxy
statements for future years if they comply with certain rules and regulations
promulgated by the Securities and Exchange Commission.
SOLICITATION STATEMENT
The cost of this solicitation of proxies will be borne by the Corporation.
Solicitation will be made primarily by mail, but regular employees of the
Corporation may solicit proxies personally, by telephone or telegram. Brokers,
nominees, custodians, and fiduciaries are requested to forward solicitation
materials to obtain voting instructions from beneficial owners of stock
registered in their names, and the Corporation will reimburse such parties for
their reasonable charges and expenses in connection therewith.
By order of the Board of Directors
Christos M. Costsakos
President and Chief Executive
officer
Palo Alto, California
November 28, 1997
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SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF E*TRADE GROUP, INC.
FIRST. The name of the corporation is E*TRADE Group, Inc. (the
"Corporation").
SECOND. The address of its registered office in the State of Delaware is
1013 Centre Road, in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Prentice-Hall Corporation System,
Inc.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH. (a) The Corporation is authorized to issue two classes of stock to
be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares that the corporation is authorized to issue is One Hundred
Fifty-One Million (151,000,000) shares. One Hundred Fifty Million
(150,000,000) shares shall be Common Stock, $0.01 par value per share. One
Million (1,000,000) shares shall be Preferred Stock, $0.01 par value.
(b) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is expressly authorized, in the resolution
or resolutions providing for the issuance of any wholly unissued series of
Preferred Stock, to fix, state and express the powers, rights,
designations, preferences, qualifications, limitations and restrictions
thereof, including without limitation: the rate of dividends upon which and
the times at which dividends on shares of such series shall be payable and
the preference, if any, which such dividends shall have relative to
dividends on shares of any other class or classes or any other series of
stock of the Corporation; whether such dividends shall be cumulative or
noncumulative, and if cumulative, the date or dates from which dividends on
shares of such series shall be cumulative; the voting rights, if any, to be
provided for shares of such series; the rights, if any, which the holders
of shares of such series shall have in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation; the rights, if any, which the holders of shares of such series
shall have to convert such shares into or exchange such shares for shares
of stock of the Corporation, and the terms and conditions, including price
and rate of exchange of such conversion or exchange; and the redemption
rights (including sinking fund provisions), if any, for shares of such
series; and such other powers, rights, designations, preferences,
qualifications, limitations and restrictions as the Board of Directors may
desire to so fix. The Board of Directors is also expressly authorized to
fix the number of shares constituting such series and to increase or
decrease the number of shares of any series prior to the issuance of shares
of that series and to increase or decrease the number of shares of any
series subsequent to the issuance of shares of that series, but not to
decrease such number below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
FIFTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is authorized to make, alter or repeal any or
all of the Bylaws of the Corporation; provided, however, that any Bylaw
amendment adopted by the Board of Directors increasing or reducing the
authorized number of Directors shall require the affirmative vote of two-
thirds of the total number of Directors which the Corporation would have if
there were no vacancies. In addition, new Bylaws may be adopted or the Bylaws
may be amended or repealed by the affirmative vote of at least 66 2/3 percent
of the combined voting power of all shares of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.
Notwithstanding anything contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders of at least 66 2/3 percent
of the combined voting power of all shares of the Corporation entitled to
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vote generally in the election of directors, voting together as a single
class, shall be required to alter, change, amend, repeal or adopt any
provision inconsistent with, this Article FIFTH.
SIXTH. (a) Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at an annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in
writing of such stockholders.
(b) Special meetings of stockholders of the Corporation may be called
only by the (i) Chairman of the Board of Directors, (ii) President, (iii)
Chairman or the Secretary at the written request of a majority of the total
number of Directors which the Corporation would have if there were no
vacancies upon not fewer than 10 or more than 60 days' written notice, or
(iv) holders of shares entitled to cast not less than 10 percent of the
votes at such special meeting upon not fewer than 10 nor more than 60 days'
written notice. Any request for a special meeting of stockholders shall be
sent to the Chairman and the Secretary and shall state the purposes of the
proposed meeting. Special meetings of holders of the outstanding Preferred
Stock may be called in the manner and for the purposes provided in the
resolutions of the Board of Directors providing for the issue of such
stock. Business transacted at special meetings shall be confined to the
purpose or purposes stated in the notice of meeting.
(c) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at
least 66 2/3% of the combined voting power of all shares of the Corporation
entitled to vote generally in the election of directors, voting together as
a single class, shall be required to alter, change, amend, repeal or adopt
any provision inconsistent with, this Article SIXTH.
SEVENTH. (a) The number of Directors which shall constitute the whole Board
of Directors of this corporation shall be as specified in the Bylaws of this
corporation, subject to this Article SEVENTH.
(b) The Directors shall be classified with respect to the time for which
they severally hold office into three classes designated Class I, Class II
and Class III, as nearly equal in number as possible, as shall be provided
in the manner specified in the Bylaws of the Corporation. Each Director
shall serve for a term ending on the date of the third annual meeting of
stockholders following the annual meeting at which the Director was
elected; provided, however, that each initial Director in Class I shall
hold office until the annual meeting of stockholders in 1999, each initial
Director in Class II shall hold office until the annual meeting of
stockholders in 1998, and each initial Director in Class III shall hold
office until the annual meeting of stockholders in 1997. Notwithstanding
the foregoing provisions of this Article SEVENTH, each Director shall serve
until his successor is duly elected and qualified or until his death,
resignation or removal.
(c) In the event of any increase or decrease in the authorized number of
Directors, (i) each Director then serving as such shall nevertheless
continue as a Director of the class of which he is a member until the
expiration of his current term, or his early resignation, removal from
office or death, and (ii) the newly created or eliminated directorship
resulting from such increase or decrease shall be apportioned by the Board
of Directors among the three classes of Directors so as to maintain such
classes as nearly equally as possible.
(d) Any Director or the entire Board of Directors may be removed by the
affirmative vote of the holders of at least 66 2/3 percent of the combined
voting power of all shares of the Corporation entitled to vote generally in
the election of directors, voting together as a single class.
(e) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at
least 66 2/3% of the combined voting power of all shares of the Corporation
entitled to vote generally in the election of directors, voting together as
a single class, shall be required to alter, change, amend, repeal or adopt
any provision inconsistent with, this Article SEVENTH.
EIGHTH. (a) 1. In addition to any affirmative vote required by law, any
Business Combination (as hereinafter defined) shall require the affirmative
vote of at least 66 2/3% of the combined voting power of all
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shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class (for purposes of this Article
EIGHTH, the "Voting Shares"). Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that some lesser
percentage may be specified by law or in any agreement with any national
securities exchange or otherwise.
2. The term "Business Combination" as used in this Article EIGHTH shall
mean any transaction which is referred to in any one or more of the
following clauses (A) through (E):
(A) any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined) with or into (i) any Interested Stockholder (as
hereinafter defined) or (ii) any other corporation (whether or not itself
an Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter defined) or
Associate (as hereinafter defined) of an Interested Stockholder; or
(B) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of related transactions) to
or with, or proposed by or on behalf of, any Interested Stockholder or
any Affiliate or Associate of any Interested Stockholder, of any assets
of the Corporation or any Subsidiary constituting not less than five
percent of the total assets of the Corporation, as reported in the
consolidated balance sheet of the Corporation as of the end of the most
recent quarter with respect to which such balance sheet has been
prepared; or
(C) the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of related transactions) of any securities of
the Corporation or any Subsidiary to, or proposed by or on behalf of, any
Interested Stockholder or any Affiliate or Associate of any Interested
Stockholder in exchange for cash, securities or other property (or a
combination thereof) constituting not less than five percent of the total
assets of the Corporation, as reported in the consolidated balance sheet
of the Corporation as of the end of the most recent quarter with respect
to which such balance sheet has been prepared; or
(D) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation, or any spin-off or split-up of any kind
of the Corporation or any Subsidiary, proposed by or on behalf of an
Interested Stockholder or any Affiliate or Associate of any Interested
Stockholder; or
(E) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
similar transaction (whether or not with or into or otherwise involving
an Interested Stockholder) which has the effect, directly or indirectly,
of increasing the percentage of the outstanding shares of (i) any class
of equity securities of the Corporation or any Subsidiary or (ii) any
class of securities of the Corporation or any Subsidiary convertible into
equity securities of the Corporation or any Subsidiary, represented by
securities of such class which are directly or indirectly owned by any
Interested Stockholder or any Affiliate or Associate of any Interested
Stockholder.
(b) The provisions of section (a) of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law
and any other provision of this Certificate of Incorporation, if such
Business Combination has been approved by two-thirds of the whole Board of
Directors.
(c) For the purposes of this Article EIGHTH:
1. A "person" shall mean any individual, firm, corporation or other
entity.
2. "Interested Stockholder" shall mean, in respect of any Business
Combination, any person (other than the Corporation or any Subsidiary)
who or which, as of the record date for the determination of stockholders
entitled to notice of and to vote on such Business Combination, or
immediately prior to the consummation of any such transaction
(A) is or was, at any time within two years prior thereto, the
beneficial owner, directly or indirectly, of 10 percent or more of the
then outstanding Voting Shares, or
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(B) is an Affiliate or Associate of the Corporation and at any time
within two years prior thereto was the beneficial owner, directly or
indirectly, of 10 percent or more of the then outstanding Voting
Shares, or
(C) is an assignee of or has otherwise succeeded to any shares of
capital stock of the Corporation which were at any time within two
years prior thereto beneficially owned by any Interested Stockholder,
if such assignment or succession shall have occurred in the course of a
transaction, or series of transactions, not involving a public offering
within the meaning of the Securities Act of 1933, as amended.
3. A "person" shall be the "beneficial owner" of any Voting Shares
(A) which such person or any of its Affiliates and Associates (as
hereinafter defined) beneficially own, directly or indirectly, or
(B) which such person or any of its Affiliates or Associates has (i)
the right to acquire (whether such right is exercisable immediately or
only after the passage of time), pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, or (ii) the right to vote
pursuant to any agreement, arrangement or understanding, or
(C) which are beneficially owned, directly or indirectly, by any
other person with which such first mentioned person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding for the purposes of acquiring, holding, voting or
disposing of any shares of capital stock of the Corporation.
4. The outstanding Voting Shares shall include shares deemed owned
through application of paragraph 3 above but shall not include any other
Voting Shares which may be issuable pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise.
5. "Affiliate" and "Associate" shall have the respective meanings given
those terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on the date of adoption of
this Certificate of Incorporation (the "Exchange Act").
6. "Subsidiary" shall mean any corporation of which a majority of any
class of equity security (as defined in Rule 3a11-1 of the General Rules
and Regulations under the Exchange Act) is owned, directly or indirectly,
by the Corporation; provided, however, that for the purposes of the
definition of Interested Stockholder set forth in paragraph 2 of this
section (c) the term "Subsidiary" shall mean only a corporation of which
a majority of each class of equity security is owned, directly or
indirectly, by the Corporation.
(d) A majority of the directors shall have the power and duty to
determine for the purposes of this Article EIGHTH on the basis of
information known to them, (1) whether a person is an Interested
Stockholder, (2) the number of Voting Shares beneficially owned by any
person, (3) whether a person is an Affiliate or Associate of another, (4)
whether a person has an agreement, arrangement or understanding with
another as to the matters referred to in paragraph 3 of section (c), or (5)
whether the assets subject to any Business Combination or the consideration
received for the issuance or transfer of securities by the Corporation or
any Subsidiary constitutes not less than five percent of the total assets
of the Corporation.
(e) Nothing contained in this Article EIGHTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by
law.
(f) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at
least 66 2/3 percent of the combined voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, change, amend,
repeal or adopt any provision inconsistent with, this Article EIGHTH.
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NINTH. This Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation.
TENTH. A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (1) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) under Section 174 of the General Corporation Law
of Delaware, or (4) for any transaction from which the Director derived any
improper personal benefit. If the General Corporation Law of Delaware is
hereafter amended to authorize, with the approval of a corporation's
stockholders, further reductions in the liability of a corporation's directors
for breach of fiduciary duty, then a Director of the Corporation shall not be
liable for any such breach to the fullest extent permitted by the General
Corporation Law of Delaware as so amended. Any repeal or modification of the
foregoing provisions of this Article TENTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director
of the Corporation existing at the time of such repeal or modification.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
E*TRADE GROUP, INC.
CHRISTOS M. COTSAKOS and STEPHEN C. RICHARDS, or either of them, are hereby
appointed as the lawful agents and proxies of the undersigned (with all powers
the undersigned would possess if personally present, including full power of
substitution) to represent and to vote all shares of capital stock of E*TRADE
Group, Inc. (the "Company") which the undersigned is entitled to vote at the
Company's Special Meeting of Stockholders at 11:00 a.m. local time on Tuesday,
December 30, 1997 at the offices of the Company at Four Embarcadero Place, 2400
Geng Road, Palo Alto, California, and at any adjournments or postponements
thereof as follows:
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL MEETING OF STOCKHOLDERS
E*TRADE GROUP, INC.
DECEMBER 30, 1997
Please Detach and Mail in the Envelope Provided
[X] Please mark your
votes as in this
example.
FOR AGAINST ABSTAIN
1. Proposal to amend the Company's Certificate of [_] [_] [_]
Incorporation to increase the number of authorized
shares of Common Stock:
2. Transaction of any other business which may properly come before the
meeting and any adjournment or postponement thereof.
The Board of Directors recommends a vote FOR the above proposal. This
Proxy will be voted as directed, or, if no direction is indicated, will be
voted FOR the above proposal and, at the discretion of the persons named as
proxies, upon such other matters as may properly come before the meeting.
This proxy may be revoked at any time before it is voted.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
Signature _____________________ ___________________________ DATE: _______, 1997
(SIGNATURE IF HELD JOINTLY)
Note: (Please sign exactly as shown on your stock certificate and on the
envelope in which this proxy was mailed. When signing as partner,
corporate officer, attorney, executor, administrator, trustee, guardian or
in any other representative capacity, give full title as such and sign
your own name as well. If stock is held jointly, each joint owner should
sign.)
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