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E*TRADE FINANCIAL Announces Results of Special Stockholder Meeting
Wednesday, August 19, 2009 11:52 AM


(Source: Business Wire)trackingE*TRADE FINANCIAL Corporation (NASDAQ: ETFC) today announced the results of its Special Stockholder Meeting at which the stockholders voted on certain proposals in connection with the Company's previously announced debt exchange offer. Holders of shares comprising a quorum of the Company's stockholders were present or represented by proxy at the meeting.

At the Special Stockholder Meeting, stockholders approved (1) the amendment to the Company's Certificate of Incorporation increasing the authorized shares of its common stock to four billion, (2) the issuance of the consideration offered to holders of notes in the debt exchange and (3) the potential issuance of shares of common stock or securities convertible or exchangeable into or exercisable for, common stock in connection with future debt exchange transactions in an amount up to 365 million shares. Stockholder approval of proposals (1) and (2) was a condition for the completion of the debt exchange. In addition, stockholders passed a non-binding resolution at the Special Stockholder Meeting advising the Company to terminate its Stockholder Rights Plan. As previously announced, the Company's Board of Directors, in the exercise of its fiduciary duties, will consider the outcome of the advisory vote in determining whether to retain or terminate the Stockholder Rights Plan.

"We are pleased with today's Stockholder vote, which allows us to proceed with the exchange of $1.7 billion of debt, thereby enhancing the Parent company's liquidity and substantially reducing its debt service burden," said Donald H. Layton, Chairman and CEO, E*TRADE FINANCIAL Corporation. "Overall we are thrilled with the results of our capital plan, which has strengthened our financial health, positioning the company toward long-term growth and profitability. We are now well positioned to seize the opportunities that we see for our online brokerage franchise."

The Company's debt exchange offer expires at 12:00 midnight, New York City time tonight. The Company anticipates that the debt exchange will close on August 24, 2009.

About E*TRADE FINANCIAL

The E*TRADE FINANCIAL family of companies provides financial services including online brokerage and related banking products and services to retail investors. Specific business segments include Trading and Investing, and Balance Sheet Management. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries.



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