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CHECKFREE HOLDINGS CORPORATION
4411 EAST JONES BRIDGE ROAD, NORCROSS, GEORGIA 30092
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS -- ___________, 2000
The undersigned stockholder of CheckFree Holdings Corporation (the
"Company") hereby appoints Peter J. Kight, Mark A. Johnson and Peter F.
Sinisgalli, or any one of them, as attorneys and proxies with full power of
substitution to each, to vote all shares of Common Stock of the Company which
the undersigned is entitled to vote at the Special Meeting of Stockholders of
the Company to be held at the Company's headquarters located at 4411 East Jones
Bridge Road, Norcross, Georgia, on __________, __________, 2000, at _________.m.
local time, and at any adjournment or adjournments thereof, with all of the
powers such undersigned stockholder would have if personally present, for the
following purposes:
1. To consider and vote upon a proposal to approve the issuance of
17,000,000 shares of Company Common Stock pursuant to a merger
agreement and related agreements pursuant to which the TransPoint
business will be acquired by the Company.
|_| FOR
|_| AGAINST
|_| ABSTAIN
2. To transact any other business which may properly come before the
special meeting or any adjournment or any postponement of the special
meeting
(Continued and to be signed on other side.)(Continued from other side.)
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders, dated __________, 2000, and the proxy statement of the
Company furnished therewith. Any proxy heretofore given to vote said shares is
hereby revoked.
PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IN THE ENCLOSED ENVELOPE.
Dated: , 2000
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(Signature)
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(Signature)
SIGNATURE(S) SHALL AGREE WITH THE
NAME(S) PRINTED ON THIS PROXY. IF SHARES
ARE REGISTERED IN TWO NAMES, BOTH
STOCKHOLDERS SHOULD SIGN THIS PROXY. IF
SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE YOUR FULL TITLE AS SUCH.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
