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EXHIBIT 99.2
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
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PROXY
WIT SOUNDVIEW GROUP, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 1, 2000
The undersigned hereby appoints Lloyd H. Feller and Robert C. Mendelson
as Proxies, each with power to appoint his substitute, and hereby authorizes
them, to represent and vote, as designated on the reverse side of this card, all
shares of Common Stock of Wit SoundView Group, Inc. (the "Company"), held of
record by the undersigned on _____ __, 2000, at the Special Meeting of
Stockholders (the "Special Meeting"), to be held on _____ __, 2000 or any
postponements or adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR
APPROVAL OF THE MERGER AGREEMENT.
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SEE REVERSE SEE REVERSE
SIDE TO BE SIGNED ON REVERSE SIDE SIDE
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SPECIAL MEETING OF STOCKHOLDERS
_____ _____ __, 2000
__:__ A.M. Eastern Standard Time
_________ Hotel
_______________
New York, NY
INSTRUCTIONS FOR VOTING YOUR PROXY
Wit SoundView is now offering stockholders of record 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. Eastern time
---------------- on ______ __, 2000.
o This method of voting is available for residents of the U.S. and Canada.
o On a touch tone telephone, call TOLL FREE 1-877-816-0835 24 hours a day, 7
days a week.
o You will be asked to enter ONLY the control number shown below.
o Have your proxy card ready, then follow the simple instructions.
o Your vote will be confirmed and cast as you directed.
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INTERNET VOTING Available only until 5:00 p.m. Eastern time
---------------- on ______ __, 2000
o Visit our internet voting website at HTTP://PROXY.GEORGESON.COM.
o Enter the Company Number AND Control Number shown below and follow
the instructions on your screen.
o You will incur only your usual internet charges.
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VOTING BY MAIL
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o Simply mark, sign and date your proxy card and return it in the postage-paid
envelope.
o IF YOU ARE VOTING BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL
YOUR PROXY CARD.
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COMPANY NUMBER CONTROL NUMBER
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TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
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---- Please mark
X votes as in
---- this example.
FOR WITHHOLD
1. Approval and adoption of the Agreement and Plan ---- ----
of Merger, dated as of May 15, 2000, among Wit
SoundView, Wit SoundView Corporation and E*OFFERING,
including the assumption of E*OFFERING's stock
option plans; and
2. In their discretion, upon such other business as may
properly come before the Special Meeting or any
postponement or adjournment thereof.
NOTE: PLEASE SIGN EXACTLY AS YOUR
NAME APPEARS ON THIS PROXY CARD. ALL
JOINT OWNERS SHOULD SIGN. WHEN
SIGNING AS EXECUTOR, ADMINISTRATOR,
ATTORNEY, TRUSTEE OR GUARDIAN OR AS
CUSTODIAN FOR A MINOR, PLEASE GIVE
FULL TITLE AS SUCH. IF A CORPORATION,
NAME AND INDICATE THE SIGNER'S
OFFICE. IF A PARTNER, SIGN IN THE
PARTNERSHIP NAME.
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SIGNATURE
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SIGNATURE (IF HELD JOINTLY)
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DATE
