-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I+xZIXa/D5cjavwkob+QVPDfcT+kqqxKIKo9zFYB36C4IXhBbKRPJwHOth9ZxtN6 +Qyz7VKhMK/cBy7xt76frw== 0000950168-00-000942.txt : 20000410 0000950168-00-000942.hdr.sgml : 20000410 ACCESSION NUMBER: 0000950168-00-000942 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000407 FILED AS OF DATE: 20000407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UWHARRIE CAPITAL CORP CENTRAL INDEX KEY: 0000898171 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 561814206 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-22062 FILM NUMBER: 595585 BUSINESS ADDRESS: STREET 1: 134 NORTH FIRST STREET 2: PO BOX 338 CITY: ALBEMARLE STATE: NC ZIP: 28001 BUSINESS PHONE: 7049836181 MAIL ADDRESS: STREET 1: P O BOX 338 CITY: ALBEMARLE STATE: NC ZIP: 28002-0338 FORMER COMPANY: FORMER CONFORMED NAME: STANLY CAPITAL CORP DATE OF NAME CHANGE: 19930303 DEF 14A 1 DEFINITIVE NOTICE & PROXY STATEMENT UWHARRIE CAPITAL CORP 134 North First Street Albemarle, North Carolina 28001 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE is hereby given that the Annual Meeting of Shareholders of Uwharrie Capital Corp (the "Company") will be held as follows: Place: Stanly County Agri-Civic Center 26032 Newt Road Albemarle, North Carolina Date: Tuesday, May 2, 2000 Time: 4:00 p.m. - Business Meeting 5:30 p.m. - Dinner The purposes of the meeting are: 1. To elect six directors of the Company; 2. To amend the Articles of Incorporation to authorize the issuance of preferred stock; 3. To ratify the appointment of Dixon Odom PLLC as the Company's independent public accountants for 2000; and 4. To transact such other business as may properly be presented for action at the meeting. YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, EVEN IF YOU PLAN TO ATTEND, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED APPOINTMENT OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING. THE GIVING OF AN APPOINTMENT OF PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT OR TO ATTEND THE MEETING AND VOTE IN PERSON. By Order of the Board of Directors Roger L. Dick Chief Executive Officer April 7, 2000 UWHARRIE CAPITAL CORP 134 North First Street Albemarle, North Carolina 28001 (704) 982-4415 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors of Uwharrie Capital Corp (the "Company") of appointments of proxy for use at the annual meeting of the Company's shareholders (the "Annual Meeting") to be held on Tuesday, May 2, 2000, at 4:00 p.m., in the Stanly County Agri-Civic Center, 26032 Newt Road, Albemarle, North Carolina, and at any adjournments thereof. The Company's proxy solicitation materials are being mailed to shareholders on or about April 7, 2000. Voting of Proxies Persons named in the enclosed appointment of proxy as proxies (the "Proxies") to represent shareholders at the Annual Meeting are Roger L. Dick, Ronald B. Davis and Christopher A. Whitfield. Shares represented by each appointment of proxy which is properly executed, returned and not revoked, will be voted in accordance with the directions contained therein. If no directions are given, such shares will be voted "FOR" the election of each of the six nominees for director named in Proposal 1, and "FOR" Proposals 2 and 3. If, at or before the time of the Annual Meeting, any nominee named in Proposal 1 has become unavailable for any reason, the proxies will be authorized to vote for a substitute nominee. On such other matters as may come before the meeting, the proxies will be authorized to vote in accordance with their best judgment. Record Date The close of business on March 15, 2000, has been fixed as the record date (the "Record Date") for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only those shareholders of record on that date will be eligible to vote on the proposals described herein. Voting Securities The Company's voting securities are the shares of its common stock, par value $1.25 per share, of which 5,539,025 shares were issued and outstanding on the record date. Voting Procedures; Votes Required for Approval At the Annual Meeting, each shareholder will be entitled to one vote for each share held of record on the Record Date on each matter submitted for voting and, in the election of directors, for each director to be elected. In accordance with North Carolina law, shareholders will not be entitled to vote cumulatively in the election of directors. In the election of directors, the six nominees receiving the highest number of votes will be elected. For Proposals 2 and 3 to be approved, a majority of the shares represented in person and by proxy and entitled to vote at the Annual Meeting must be voted in favor of approval. Abstentions and broker nonvotes will have no effect in the voting on these proposals. Revocation of Appointment of Proxy Any shareholder who executes an appointment of proxy has the right to revoke it at any time before it is exercised by filing with the Secretary of the Company either an instrument revoking it or a duly executed appointment of proxy bearing a later date, or by attending the Annual Meeting and announcing his or her intention to vote in person. Expenses of Solicitation The Company will pay the cost of preparing, assembling and mailing this Proxy Statement. Appointments of proxy also may be solicited personally or by telephone by the Company's and the Bank's directors, officers and employees without additional compensation. The Company will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending the proxy materials to beneficial owners. Beneficial Ownership of Securities by Directors As of March 15, 2000, there were no persons who were known to management of the Company to beneficially own more than 5% of the Company's common stock. The following table lists the individual beneficial ownership of the Company's common stock as of March 15, 2000, by the Company's current directors and nominees for director, and by all current directors, nominees and executive officers of the Company as a group. No current director or executive officer owned more than 1% of the shares outstanding on March 15, 2000. Current directors, nominees and executive officers as a group beneficially owned 8.20% of the shares outstanding or options exercisable by members of the group on such date. Name of Amount and Nature of Beneficial Owner Beneficial Ownership (1,2) - ---------------- -------------------------- Cynthia H. Beane 21,613 Joe S. Brooks 18,382 Ronald T. Burleson 16,923 Bill C. Burnside, D.D.S. 9,880 Gail C. Burris 1,236 2 Name of Amount and Nature of Beneficial Owner Beneficial Ownership (1,2) - ---------------- -------------------------- David M. Jones, D.V.M. 2,060 Kyle H. Josey 412 James F. Link, D.V.M. 11,041 Joyce H. Little 662 W. Chester Lowder 2,727 Buren Mullis 30,900 John P. Murray, M.D. 15,785 Kent E. Newport 3,396 Catherine A. Pickler 2,836 George T. Reaves 8,291 A. James Russell 2,269 B. A. Smith, Jr. 37,931 Douglas V. Waddell 830 All current directors, nominees for director 454,372 and executive officers as a group (21 persons)(3) - ------------- (1) Except as otherwise noted, to the best knowledge of management of the Company, the individuals named or included in the group above exercise sole voting and investment power with respect to all shares shown as beneficially owned. The calculations of the percentage of class beneficially owned by each individual are based on a total of 5,539,025 shares currently outstanding plus the number of shares capable of being issued to that individual (if any) within 60 days upon the exercise of stock options held by that individual (if any). (2) Includes shares over which the named individual shares voting and investment power as follows: Ms. Beane - 20,647 shares; Mr. Brooks - 7,650 shares; Mr. Burleson - 3,179 shares; Dr. Burnside - 9,468 shares; Ms. Burris - 412 shares; Mr. Link - 9,064 shares; Mr. Lowder - 2,270 shares; Dr. Murray - 12,032 shares; Mr. Newport - 1,924 shares; Mr. Russell - 374 shares; Mr. Smith - 32,931 shares. (3) Includes a total of 98,459 shares as to which the persons included in the group exercise sole voting and investment power, and 99,951 shares as to which such power is shared. Also includes an aggregate of 255,962 shares which executive officers included in the group could purchase under currently exercisable stock options. Reports of Changes in Beneficial Ownership Directors and executive officers of the Company are required by federal law to file reports with the Securities and Exchange Commission regarding the amount of and changes in their beneficial ownership of the Company's common stock. To the knowledge of the management of the Company based upon information supplied to the Company by the directors and executive officers, all required reports of directors and executive officers of the Company have been timely filed. 3 PROPOSAL 1: ELECTION OF DIRECTORS Nominees The Company's Bylaws provide for a Board of Directors composed of 18 members divided into three classes, each consisting of six directors who are elected to terms of three years. Each year the terms of six directors expire and six persons are elected as directors for new three-year terms. The Board of Directors intends to nominate the six persons named below for election by shareholders at the Annual Meeting as directors of the Company for three-year terms or until their respective successors are duly elected and qualified.
YEAR IN WHICH POSITIONS FIRST ELECTED/ WITH PROPOSED PRINCIPAL OCCUPATION NAME AND AGE COMPANY TERM EXPIRES AND BUSINESS EXPERIENCE FOR PAST 5 YEARS Joe S. Brooks Director 1997/2003 Partner, Brothers Precision Tool Company, (50) Albemarle, NC (tool and die shop) Ronald T. Burleson Director 1997/2003 Partner, Thurman Burleson & Sons Farm, Richfield, (50) NC (farming - cotton and grain) James F. Link, D.V.M. Director 1997/2003 Veterinarian and Owner, North Stanly Animal (47) Clinic, New London, NC (Small animal medicine/surgery) Kent E. Newport Director 1997/2003 President, KDC, Inc. DBA Coy's Laundromat, (39) Albemarle, NC (coin laundry and self-service carwash) George T. Reaves Director 1997/2003 Retired; previously, Vice President Traffic and (72) Transportation, Collins & Aikman Corporation, Albemarle, NC (manufacturer of automotive fabrics, upholstery, yarns) A. James Russell Director 1997/2003 Construction Manager, J.T. Russell & Sons, Inc., (45) Albemarle, NC (highway heavy utility construction)
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES NAMED ABOVE. 4 Incumbent Directors The Company's current Board of Directors includes 12 directors whose terms will continue after the Annual Meeting. The following table contains information about those 12 incumbent directors.
YEAR IN WHICH POSITIONS FIRST ELECTED/ WITH CURRENT TERM PRINCIPAL OCCUPATION NAME AND AGE COMPANY EXPIRES (1) AND BUSINESS EXPERIENCE FOR THE PAST 5 YEARS Cynthia H. Beane Director 1996/2002 Cynthia H. Beane, CPA, Albemarle, NC (certified (51) public accountant) Bill C. Burnside, D.D.S. Director 1998/2001 Bill Burnside, D.D.S., Albemarle, NC (50) (dentistry) Gail C. Burris Director 1998/2001 Owner and Manager, Rosebriar Restaurant, Albemarle, NC (45) David M. Jones, D.V.M. Director 1998/2001 Director, North Carolina Zoological Park, Asheboro, (55) NC (NC Department of Environment and Natural Resources) since March 1994; previously, Director of Conservation and Consultancy, Zoological Society of London, London, England Kyle H. Josey Director 2000/2002 Owner, Josey & Josey Accountants, Albemarle, (48) NC (Accounting Services) Joyce H. Little Director 2000/2002 Vice President/Secretary/Treasurer, Wiley Little (57) Drywall, Inc.; Mayor, Oakboro, NC W. Chester Lowder Director 1995/2002 Director of Dairy and Beef Services, Assistant Director (51) of Natural Resources, North Carolina Farm Bureau Federation, Raleigh, NC (agricultural service agency); President, Fork "L" Farm, Inc., Norwood, NC (farming operation) Buren Mullis Director 1998/2001 Retired; previously, Vice President and General (66) Manager of Sundrop Bottling Co., Inc., Concord, NC John P. Murray, M.D. Director 1996/2001 Retired; previously, Physician and owner, Albemarle (58) Ear, Nose and Throat, Albemarle, NC Catherine A. Pickler Director 1995/2001 Homemaker and community volunteer, New London, NC (65) B.A. Smith, Jr. Director 1996/2002 Retired; Stanfield, NC, previously, Pilot and Base Commander, (66) United States Air Force Douglas V. Waddell Director 1995/2002 Retired; previously, Manager, Sears & Roebuck - (71) Automotive Department, Albemarle, NC (retail store)
(1) The year first elected indicates the year in which each individual was first elected a director of the Bank of Stanly or the Company, as applicable, and does not reflect breaks in certain of the named individuals' tenures as directors of the Bank of Stanly or the Company, as applicable. 5 Director Compensation For service during 2000, each director will be paid a fee of $200 for each Board of Directors meeting attended and $100 for attendance at each meeting of a committee. During 1994, the Company adopted a plan under which individual directors may elect each year to defer receipt of all or a designated portion of their fees for that year. Amounts so deferred earn interest at rates tied to market indices selected quarterly by the plan administrators, and such amounts become payable in the future (in a lump sum or annual installments) as specified by the director at the time of his or her deferral election. During 1999, Directors Brooks, Jones, Link, Lowder, Mullis, Reaves and Russell deferred compensation pursuant to such plan. Meetings and Committees of the Board of Directors The Board of Directors of the Company held five regular meetings and four special meetings during 1999. Each current director attended 75% or more of the aggregate number of meetings of the Board of Directors and of any committees on which he or she served with the exception of Directors David M. Jones and W. Chester Lowder whose absences were due to prior business commitments. The Company's Board of Directors has several standing committees, including an Examining Committee, a Personnel/Stock Option Committee , a Compensation Committee and a Nominating Committee. The current members of the Examining Committee are John P. Murray - Chairman, Gail C. Burris, Joe S. Brooks, George T. Reaves and Kent E. Newport. The Examining Committee reviews the annual audit reports of the Company's independent auditors and the examination reports issued by bank regulatory agencies, and oversees compliance and internal audit. The Examining Committee met seven times during 1999. The current members of the Personnel/Stock Option Committee which performs the functions of the Compensation Committee are B.A. Smith, Jr. - Chairman, Ronald T. Burleson, Kyle H. Josey, James F. Link, D.V.M., W. Chester Lowder and A. James Russell. The Personnel/Stock Option Committee is authorized to consider and make recommendations to the Board of Directors for action on matters pertaining to the compensation of executive officers of the Company and its subsidiaries. The Personnel/Stock Option Committee met twice during 1999. The Company does not have a standing Nominating Committee. Functions performed by a Nominating Committee have been performed by the Board of Directors as a whole who renominated the six nominees eligible for reelection and are listed above. Recommendations of nominee candidates by shareholders for the 2001 Annual Meeting should be 6 submitted in writing to the Chief Executive Officer of the Company by September 30, 2000, and should be accompanied by a statement of each candidate's qualifications and willingness to serve as a director. Executive Officers The following table contains information about the current executive officers of the Company, the Bank of Stanly and its subsidiary, The Strategic Alliance Corporation.
NAME AND AGE CURRENT POSITIONS WITH COMPANY AND/OR BANK EMPLOYED SINCE Ronald B. Davis President of the Company and President and Chief Executive 1997 (52) Officer of the Bank of Stanly Roger L. Dick Chief Executive Officer of the Company 1983 (48) Christy D. Stoner President of The Strategic Alliance Corporation 1991 (35)
Executive Compensation The following table shows for 1999, 1998 and 1997, the compensation paid to or received or deferred by the executive officers of the Company and its direct and indirect subsidiaries. No other current executive officers received compensation for the years indicated which exceeded $100,000. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION ---------------------------- -------------------------------- AWARDS PAYOUTS OTHER ------- ALL ANNUAL RESTRICTED OTHER COMPEN- STOCK LTIP COMPEN- SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($) (#)(5) ($) ($)(4) - --------------------------- ---- ------ ------ ------ --- ------ --- ------ Roger L. Dick, Chief 1999 135,163 38,258 -0- -0- 54,100 -0- 4,863 Executive Officer of the 1998 125,500 26,275 -0- -0- 9,689 -0- 9,142 Company 1997 118,000 48,752 -0- -0- -0- -0- 9,500 Ronald B. Davis, 1999 135,163 38,268 -0- -0- 72,000 -0- 3,010 President of the Company; 1998 125,500 20,775 -0- -0- 9,688 -0- 2,988 President and Chief 1997 86,000 4,500 -0- -0- 21,710 -0- -0- Executive Officer of the Bank of Stanly Christy D. Stoner, 1999 84,167 19,208 -0- -0- 69,400 -0- 2,584 President of The 1998 75,000 6,271 -0- -0- 3,000 -0- 4,522 Strategic Alliance 1997 66,667 6,333 -0- -0- -0- -0- 4,380 Corporation
(1) Includes amounts deferred the officers' election pursuant to the Company's Section 401(k) savings plan. (2) Includes all cash bonuses received for each year. At the end of each year the Company's Board of Directors may approve the payment of annual cash bonuses to individual officers based on the Company's results of operations and their individual performance during the year. The payment and amounts of any such bonuses are determined solely by the Company's Board of Directors. In addition to discretionary cash bonuses, the 7 Company maintained an incentive plan under which, at the end of each calendar quarter, each of certain officers and employees could receive a cash bonus (equal to 5.0% of their quarterly salary) if the Company's financial performance for that quarter equaled or exceeded budgeted amounts. (3) In addition to compensation paid in cash, the Company's executive officers receive certain personal benefits. However, the aggregate value of non-cash benefits received by the executive officers during each year did not exceed 10% of cash compensation paid to such executive officer. (4) Consists entirely of the Company's contributions on behalf of the executive officers to the Company's Section 401(k) savings plan. (5) The number of shares covered by options increased by 135,015 as a result of a 3% stock dividend declared in December 1996, a 5% stock dividend in 1997, a 2-for-1 stock split in 1998, and a 3% stock dividend declared in November 1999. Stock Options The following table contains information with regard to grants of stock options during 1999 to Roger L. Dick, Chief Executive Officer of the Company, Ronald B. Davis, President of the Company and Chief Executive Officer of Bank of Stanly and Christy D. Stoner, President of The Strategic Alliance Corporation. STOCK OPTION GRANTS IN 1999 Individual Grants
NUMBER OF SECURITIES % OF OPTIONS UNDERLYING GRANTED OPTIONS TO EMPLOYEES IN EXERCISE OR BASE NAME GRANTED (#)(1) FISCAL YEAR PRICE ($) PER SHARE EXPIRATION DATE - ---- -------------- ----------- ------------------- --------------- Roger L. Dick 54,100 17.31 $5.50 11/28/09 Ronald B. Davis 72,000 23.03 $5.50 11/28/09 Christy D. Stoner 69,400 22.20 $5.50 11/28/09
(1) Two-Fifths of the options vested upon issue and one-fifth becomes exercisable in each of the three subsequent years beginning November 28,2000, assuming the officer remains employed by the Company. If employment terminates before the end of the vesting period the officer may exercise vested options for varying periods after termination (depending on the manner of termination) in accordance with the plan. 8 The following table contains information with respect to stock options exercised during 1999 and held at December 31, 1999 by Roger L. Dick, Ronald B. Davis and Christy D. Stoner. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS OPTIONS/SARS AT FY-END AT FY-END (#) ($)(1) SHARES ACQUIRED ON VALUE EXERCISE REALIZED NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---- --- --- ----------- ------------- ----------- ------------- Roger L. Dick 31,780 87,083 100,216 60,844 190,370 94,885 Ronald B. Davis -0- -0- 86,325 52,592 94,377 31,152 Christy D. Stoner -0- -0- 69,421 41,640 117,161 10,410
(1) Represents the aggregate fair market value at March 15, 2000 (based on a trading price of $5.75 per share) of shares underlying unexercised options held on that date, minus the aggregate exercise or purchase price of those shares. Employee Stock Ownership Plan On January 1, 1999, the Uwharrie Capital Corp. Stock Ownership Plan and Trust (the "ESOP") became effective. Under the ESOP, all employees who have been employed by the Company or any of its direct or indirect subsidiaries for one year and attained the age of 18 are eligible to participate. Pursuant to the ESOP, 224,726 dividend adjusted shares were placed in trust with Roger L. Dick, Ronald B. Davis, Christine D. Stoner, Lorelei V. Misenheimer, Jacqueline S. Jernigan and Barbara S. Williams as trustees. In 1999, 12,485 shares were allocated to employees under the ESOP. Transactions with Management The Bank of Stanly has had, and expects to have in the future, banking transactions in the ordinary course of business with certain of the directors and executive officers and their associates of the Company and its direct and indirect subsidiaries. All loans included in such transactions were made on substantially the same terms, including interest rates, repayment terms and collateral, as those prevailing at the time for comparable transactions with other persons, and do not involve more than the normal risk of collectibility or present other unfavorable features. PROPOSAL 2: AMENDMENT OF THE ARTICLES OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK The Proposed Amendment The Board has unanimously approved and recommends that the shareholders approve Proposal 2 which provides for the amendment of Article II of the Articles of Incorporation to 9 provide for the authorization of 10,000,000 shares of preferred stock. See Exhibit A for the complete text of proposed Article II. Reasons for Proposal 2 The Articles of Incorporation currently do not authorize the issuance of any preferred stock. Article II currently provides only for the authorization of 20,000,000 shares of common stock at a par value of $1.25 per share. Proposal 2 would authorize 10,000,000 preferred shares that could be issued by the Board of Directors from time to time in amounts, and at par values, and with annual dividend rates as may be determined by the Board of Directors. Such preferred shares could be divided into two or more series by the Board and shall have such voting rights, preferences, limitations and relative rights as the Board may determine. The ability to issue preferred stock allows the Company additional financial flexibility in its capital structure. While the Company has no current plans to issue shares of preferred stock, should the shareholders approve Proposal 2, the Board of Directors would be free to structure one or more series of preferred stock and sell such shares either in a public or private offering to potential investors. Additionally, since Proposal 2 would allow the Board to design a series of preferred stock with characteristics unfavorable to a potential acquiror and issue such shares to a "friendly party," the authority to issue preferred stock is thought to be an "anti-takeover" device. Notwithstanding its potential "anti-takeover" effect, the Board of Directors believes that it is in the Company's best interest to have the ability to issue preferred shares from time to time as may be needed in the Company's and shareholders' best interest. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2 AMENDING THE ARTICLES OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF UP TO _____ PREFERRED STOCK. PROPOSAL 3: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS The Board of Directors has appointed the firm of Dixon Odom PLLC, Certified Public Accountants, as the Company's independent accountants for 2000, and a proposal to ratify that appointment will be submitted for shareholder approval at the Annual Meeting. A representative of Dixon Odom PLLC is expected to be present at the Annual Meeting and available to respond to appropriate questions, and will have the opportunity to make a statement if he desires to do so. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF DIXON ODOM PLLC AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR 2000. 10 OTHER MATTERS The Board of Directors knows of no other business that will be brought before the Annual Meeting. Should other matters properly be presented for action at the Annual Meeting, the Proxies, or their substitutes, will be authorized to vote shares represented by appointments of proxy according to their best judgment. PROPOSALS OF SHAREHOLDERS Any proposal of a shareholder which is intended to be presented at the Company's 2001 Annual Meeting must be received by the Company at its main office in Albemarle, North Carolina, no later than September 30, 2000, to be considered timely received for inclusion in the proxy statement and appointment of proxy to be distributed in connection with that meeting. If a proposal for the 2001 Annual Meeting is not expected to be included in the proxy statement for that meeting, the proposal must be received by the Company by February 15, 2001 for it to be timely received for consideration. The Company will use its discretionary authority for any proposals received thereafter. ADDITIONAL INFORMATION A COPY OF THE COMPANY'S 1999 ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED WITHOUT CHARGE TO ANY SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL MEETING UPON THAT SHAREHOLDER'S WRITTEN REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO TAMARA M. SINGLETARY, SECRETARY, UWHARRIE CAPITAL CORP, 167 NORTH SECOND STREET, ALBEMARLE, NORTH CAROLINA 28001. 11 EXHIBIT A Article II of the Articles of Incorporation of Uwharrie Capital Corp shall be amended, subject to shareholder approval of Proposal 2, to read in its entirety as follows: The Corporation shall have the authority to issue a total of 30,000,000 shares of capital stock divided into 20,000,000 shares of common stock, all of one class, with each share having a par value of $1.25 and 10,000,000 shares of preferred stock. The shares of preferred stock may be divided into two or more series by the Board of Directors with each series having such relative rights, privileges, preferences and limitations as the Board of Directors of the Corporation may and hereby is authorized to determine. 12 UWHARRIE CAPITAL CORP 134 NORTH FIRST STREET ALBEMARLE, NORTH CAROLINA 28001 APPOINTMENT OF PROXY SOLICITED BY BOARD OF DIRECTORS The undersigned hereby appoints Roger L. Dick, Ronald B. Davis and Chris A. Whitfield (the "Proxies"), or any of them, as attorneys and proxies, with power of substitution, to vote all outstanding shares of the common stock of Uwharrie Capital Corp (the "Company") held of record by the undersigned on March 15, 2000, at the Annual Meeting of Shareholders of the Company to be held at the Stanly County Agri-Civic Center at 26032 Newt Road, Albemarle, North Carolina, at 4:00 p.m. on May 2, 2000, and at any adjournments thereof: 1. ELECTION OF DIRECTORS: Proposal to elect six directors of the Company for three year terms or until their successors are duly elected and qualified. _____ FOR ALL NOMINEES LISTED BELOW _____ WITHHOLD AUTHORITY (EXCEPT AS INDICATED OTHERWISE TO VOTE FOR ALL NOMINEES BELOW) LISTED BELOW NOMINEES: Joe S. Brooks Ronald T. Burleson James F. Link, D.V.M. Kent E. Newport George T. Reaves A. James Russell (INSTRUCTION: To withhold authority to vote for one or more nominees, write that nominee's name on the line provided.) 2. AMENDMENT OF ARTICLE II OF THE ARTICLES OF INCORPORATION: Proposal to amend Article II of the Articles of Incorporation to authorize preferred stock. _____ FOR _____ AGAISNT _____ ABSTAIN 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal to ratify the appointment of Dixon Odom PLLC as the Company's independent accountants for 2000. _____ FOR _____ AGAISNT _____ ABSTAIN 4. OTHER BUSINESS: The Proxies are authorized to vote the shares represented by this Appointment of Proxy according to their best judgment on such other matters as may be presented for action at the Annual Meeting. THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED BY THE PROXIES IN ACCORDANCE WITH THE SPECIFIC INSTRUCTIONS ABOVE. IN THE ABSENCE OF INSTRUCTIONS, THE PROXIES WILL VOTE SUCH SHARES "FOR" THE ELECTION OF EACH OF THE NOMINEES LISTED IN PROPOSAL 1 ABOVE AND "FOR" PROPOSALS 2 AND 3 ABOVE. IF, AT OR BEFORE THE TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL 1 FOR ANY REASON HAVE BECOME UNAVAILABLE FOR ELECTION OR UNABLE TO SERVE AS DIRECTORS, THE PROXIES HAVE THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR NOMINEES. THIS APPOINTMENT OF PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT OR A DULY EXECUTED APPOINTMENT OF PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING AND REQUESTING THE RIGHT TO VOTE IN PERSON. Date: , 2000 ---------------------------- (SEAL) ----------------------------------- (Signature) (SEAL) ----------------------------------- (Signature, if shares held jointly) INSTRUCTION: PLEASE SIGN ABOVE EXACTLY AS YOUR NAME APPEARS ON THIS APPOINTMENT OF PROXY. JOINT OWNERS OF SHARES SHOULD BOTH SIGN. FIDUCIARIES OR OTHER PERSONS SIGNING IN A REPRESENTATIVE CAPACITY SHOULD INDICATE THE CAPACITY IN WHICH THEY ARE SIGNING. PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE 2 -----END PRIVACY-ENHANCED MESSAGE-----