<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Information Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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E*TRADE GROUP, INC.
Four Embarcadero Place, 2400 Geng Road
Palo Alto, California 94303
(650) 842-2500
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NOTICE OF SPECIAL MEETING OF SHAREOWNERS
To Be Held June 25, 1999
TO OUR SHAREOWNERS:
A Special Meeting of the Shareowners (the "Meeting") of E*TRADE Group, Inc.
(the "Company") will be held on Friday, June 25, 1999 at 11:00 a.m. local
time, at 10951 White Rock Road, Rancho Cordova, 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 300 million shares to 600
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 Shareowners entitled to notice of and vote at the
Meeting is May 20, 1999.
This Notice, the Proxy and Proxy Statement enclosed herewith are sent to you
by order of the Board of Directors.
CHRISTOS M. COTSAKOS
Chairman and Chief Executive Officer
Palo Alto, California
May 26, 1999
ALL SHAREOWNERS 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.
<PAGE>
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 Shareowners (the
"Meeting") to be held on Friday, June 25, 1999 at 11:00 a.m. local time, at
10951 White Rock Road, Rancho Cordova, 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 Shareowners of the
Company on or about May 25, 1999.
VOTING RIGHTS AND SOLICITATION
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
Shareowner is present in person or is represented by returning a properly
signed proxy. Each Shareowner'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 Shareowner who returns a proxy may revoke it at any time before the
Shareowner'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 May 20, 1999,
consisted of 116,741,621 shares of Common Stock. Only Shareowners of record at
the close of business on May 20, 1999, are entitled to vote at the Meeting.
Each share is entitled to one vote.
The entire cost of soliciting proxies will be borne by E*TRADE. The Company
has retained the services of Georgeson & Company Inc. ("Georgeson") to assist
in the solicitation of proxies, Georgeson will receive a fee from the Company
for services rendered of approximately $20,000 plus out-of-pocket expenses.
Proxies will be solicited principally through the use of the mails, but, if
deemed desirable, may be solicited personally, through the internet or by
telephone, telegraph or special letter by officers and regular E*TRADE
associates for no additional compensation. Arrangements may be made with
brokerage houses and other custodians, nominees and fiduciaries to send
proxies and proxy material to the beneficial owners of the Company's Common
Stock, and such persons may be reimbursed for their expenses.
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Voting Electronically Via the Internet
If your shares are registered in the name of a bank or brokerage firm you
may be eligible to vote your shares electronically over the internet. A large
number of banks and brokerage firms are participating in the ADP Investor
Communication Services online program. This program provides eligible
shareowners who receive a paper copy of the annual report and proxy statement
the opportunity to vote via the internet. If your bank or brokerage firm in
participating in ADP's program, your voting form will provide instructions. If
your voting form does not provide for voting via the internet, please complete
and return the paper proxy cared in the self-addressed postage paid envelope
provided.
PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved and recommends that the
Shareowners 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 300,000,000 shares to 600,000,000 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 shareowner approval each time an
opportunity requiring the issuance of shares may arise.
On May 20, 1999, the Company had 116,741,621 shares of Common Stock issued
and outstanding. Also on that date, the Company had 15,096,000 shares of
Common Stock subject to outstanding options under the Company's 1996 Stock
Incentive Plan, including options incorporated from the predecessor plans, and
675,000 shares available for issuance under the Company's 1996 Stock Purchase
Plan. These share numbers do not take account of the Company's 2-for-1 stock
split effected by means of a 100% stock dividend on May 21, 1999. After
accounting for the 2-for-1 stock split, substantially all of the Company's 300
million authorized shares have been issued or reserved for issuance and thus
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 other plans to issue additional shares
of Common Stock in possible future financings. The Board of Directors believes
that the increase 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. 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
Shareowners.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
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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.
SHAREOWNER PROPOSALS
Proposals of Shareowners intended to be presented at the 2000 Annual Meeting
of Shareowners must be received by the Company for inclusion in the Proxy
Statement and form of proxy relating to that meeting no later than September
18, 1999. The proposal must be mailed to the Company's executive offices, 2400
Geng Road, Palo Alto, California 94303, Attention: Leonard C. Purkis. Such
proposals may be included in next year's proxy statement 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 Company.
Solicitation will be made primarily by mail, but regular employees of the
Company 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 Company will reimburse such parties for
their reasonable charges and expenses in connection therewith.
By order of the Board of Directors
CHRISTOS M. COTSAKOS
Chairman and Chief Executive Officer
Palo Alto, California
May 26, 1999
3
<PAGE>
FOURTH 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 Six Hundred
One Million (601,000,000) shares. Six Hundred Million (600,000,000) 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 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.
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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 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.
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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
(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
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(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.
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
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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.
KATHY LEVINSON and LEONARD C. PRUKIS, 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 Shareowners on June 25, 1999, and at any
adjournments or postponements thereof.
The Board of Directors recommends a vote FOR Proposal 1. This Proxy will be
voted as directed, or, if no direction is indicated, will be voted FOR
Proposal 1 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.
(Continued and to be signed and dated on reverse side)
<PAGE>
Instructions for Voting Your Proxy
E*Trade Group, Inc. is offering shareowners three alternative ways of voting
your proxies:
*By Telephone (using a touch-tone telephone) *Through the Internet (using a
browser) *By Mail (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you had returned your proxy card. We encourage
you to use these cost effective and convenient ways of voting, 24 hours a day,
7 days a week.
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TELEPHONE VOTING Available only until 5:00 p.m. New York time on June 24,
- ----------------
1999
. This method of voting is available for residents of the U.S. only.
. On a touch tone telephone, call TOLL FREE 1-800-644-5834, 24 hours a day, 7
days a week
. You will be asked to enter ONLY the control number shown below
. Your vote will be confirmed and cast as you directed
- ---------------
INTERNET VOTING Available only until 5:00 p.m. New York time on June 24, 1999
- ---------------
. Visit our Internet voting website at http://cybervote.georgeson.com
. Enter the Company Number AND 12-digit Control Number shown below and
follow the instructions on your screen
. You will incur only your usual Internet charges, if applicable.
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VOTING BY MAIL
- --------------
. Simply mark, sign and date your proxy card and return it in the
postage-paid envelope
. If you vote by telephone or the Internet, please do not mail your proxy
card.
The Special Meeting of Shareowners will be held at 11:00 a.m., Pacific time, on
June 25, 1999 at (location of meeting).
-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
Please mark
[X] votes as in
this example.
The Board of Directors recommends a vote "FOR" Proposal 1.
1. Proposal to amend the Company's Certificate of FOR AGAINST ABSTAIN
Incorporation to increase the number of authorized [ ] [ ] [ ]
shares of Common Stock.
2. Transaction at any other business which may
properly come before the meeting and any
adjournment or postponement thereof.
DATE____________________________, 1999
______________________________________
(Signature)
______________________________________
(Signature if held jointly)
(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, such
joint owner should sign.)
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.
