DEF 14A 1 0001.txt UWHARRIE CAPITAL CORP. DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 Section 240.14a-11(c) or Section 240.14a-12 Uwharrie Capital Corp. -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------------------------- (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: ---------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] 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: ---------------------------------------------------------------------------- 2) Form, Schedule, or Registration Statement No.: ---------------------------------------------------------------------------- 3) Filing Party: ---------------------------------------------------------------------------- 4) Date Filed: ---------------------------------------------------------------------------- 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, April 24, 2001 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 ratify the appointment of Dixon Odom PLLC as the Company's independent public accountants for 2001; and 3. 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 March 27, 2001 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, April 24, 2001, 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 March 27, 2001. 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 Christy D. Stoner. 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" Proposal 2. 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 12, 2001, 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 5,741,783 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 Proposal 2 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 this proposal. 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 directors, officers and employees of the Company and its subsidiaries 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 February 21, 2001, 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 February 21, 2001, 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 February 21, 2001. Current directors, nominees and executive officers as a group beneficially owned 8.79% of the shares outstanding or options exercisable by members of the group on such date. Amount and Nature of Name and Address Beneficial of Beneficial Owner Ownership /(1, 2)/ ------------------- ------------------ Cynthia H. Beane 22,260 Albemarle, NC Joe S. Brooks 18,932 Albemarle, NC Ronald T. Burleson 14,898 Richfield, NC 2 Amount and Nature of Name and Address Beneficial of Beneficial Owner Ownership /(1, 2)/ ------------------- ------------------ Bill C. Burnside, D.D.S. 10,175 Albemarle, NC Gail C. Burris 1,272 New London, NC David M. Jones, D.V.M. 2,121 Asheboro, NC Kyle H. Josey 424 Albemarle, NC James F. Link, D.V.M. 11,370 New London, NC Joyce H. Little 862 Oakboro, NC W. Chester Lowder 2,807 Norwood, NC Buren Mullis 31,827 Locust, NC John P. Murray, M.D. 16,257 Albemarle, NC Kent E. Newport 3,496 Albemarle, NC George T. Reaves 8,539 Mt. Gilead, NC A. James Russell 2,336 Albemarle, NC B. A. Smith, Jr. 39,568 Stanfield, NC Douglas V. Waddell 874 Albemarle, NC Hugh E. Wallace 51,482 Wadesboro, NC All current directors, 504,914 nominees for director and executive officers as a group (21 persons) (3) 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 5,741,783 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 - 21,266 shares; Mr. Brooks - 7,879 shares; Mr. Burleson - 742 shares; Dr. Burnside - 9,751 shares; Ms. Burris- 424 shares; Mr. Link - 9,335 shares; Mr. Lowder - 2,337 shares; Dr. Murray - 12,392 shares; Mr. Newport - 1,980 shares; Mr. Russell - 385 shares; Mr. Smith - 33,918 shares; Mr. Waddell - 20 shares; Mr. Wallace - 51,482 shares. (3) Includes a total of 114,214 shares as to which the persons included in the group exercise sole voting and investment power, and 152,441 shares as to which such power is shared. Also includes an aggregate of 236,051 shares which executive officers included in the group could purchase under stock options exercisable within 60 days and 2,208 shares granted under the Uwharrie Capital Corp Stock Ownership Plan and Trust (the "ESOP"). 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. 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 Five Years ------------ ------- ------------ ------------------------------------------- Bill C. Burnside, D.D.S. Director 1998/2004 Bill Burnside, D.D.S., Albemarle, NC (51) (dentistry) Gail C. Burris Director 1998/2004 Owner and Manager, Rosebriar Restaurant, (46) Albemarle, NC
4
Year in Which Positions First Elected/ with Proposed Principal Occupation Name and Age Company Term Expires and Business Experience For Past Five Years ------------ ------- ------------ ------------------------------------------- David M. Jones, D.V.M. Director 1998/2004 Director, North Carolina Zoological Park, (56) Asheboro, NC (NC Department of Environment and Natural Resources) Buren Mullis Director 1998/2004 Retired; previously, Vice President and General (67) Manager of Sundrop Bottling Co., Inc., Concord, NC John P. Murray, M.D. Director 1996/2004 Retired; previously, Physician and owner, (59) Albemarle Ear, Nose and Throat, Albemarle, NC Hugh E. Wallace Director New Nominee President, Anson Apparel Company, Wadesboro, NC (65) 2004 (textile manufacturing); Owner, Anson Apparel III, Wadesboro, NC (textile manufacturing)
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE --- NOMINEES NAMED ABOVE. 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 Past Five Years ------------ ------- ------------- ------------------------------------------- Cynthia H. Beane Director 1996/2002 Cynthia H. Beane, CPA, Albemarle, NC (certified (52) public accountant) Joe S. Brooks Director 1997/2003 Partner, Brothers Precision Tool Company, Albemarle, (51) NC (tool and die shop) Ronald T. Burleson Director 1997/2003 Partner, Thurman Burleson & Sons Farm, Richfield, NC (51) (farming - cotton and grain); Partner, Rolling Hills Gin, LLC (cotton gin) Kyle H. Josey Director 2000/2002 Owner, Josey & Josey Accountants, Albemarle, NC (49) (accounting services) James F. Link, D.V.M. Director 1997/2003 Veterinarian and Owner, North Stanly Animal Clinic, (48) New London, NC (small animal medicine/surgery)
5
Year in Which Positions First Elected/ with Current Term Principal Occupation Name and Age Company Expires /(1)/ and Business Experience For Past Five Years ------------ ------- ------------- ------------------------------------------- Joyce H. Little Director 2000/2002 Vice President/Secretary/Treasurer, Wiley Little (58) Drywall, Inc.; Mayor, Oakboro, NC W. Chester Lowder Director 1995/2002 Director of Dairy and Beef Services, Assistant (52) Director of Natural Resources, North Carolina Farm Bureau Federation, Raleigh, NC (agricultural service agency); President, Fork "L" Farm, Inc., Norwood, NC (farming operation) Kent E. Newport Director 1997/2003 President, KDC, Inc. DBA Coy's Laundromat, Albemarle, (40) NC (coin laundry and self-service carwash) George T. Reaves Director 1997/2003 Retired; previously, Vice President Traffic and (73) 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., (46) Albemarle, NC (highway heavy utility construction) B.A. Smith, Jr. Director 1996/2002 Retired; Stanfield, NC, previously, Pilot and Base (67) Commander, United States Air Force Douglas V. Waddell Director 1995/2002 Retired; previously, Manager, Sears & Roebuck - (72) 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. Director Compensation For service during 2001, 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 2000, Directors Brooks, Jones, Link, Lowder, Mullis, Reaves and Russell deferred compensation pursuant to such plan. 6 Meetings and Committees of the Board of Directors The Board of Directors of the Company held six regular meetings and two special meetings during 2000. 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 David M. Jones whose absences were due to prior business commitments. The Company's Board of Directors has several standing committees, including an Examining Committee and a Personnel/Stock Option Committee. 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 nominated the six nominees listed above. Recommendations of nominee candidates by shareholders for the 2002 Annual Meeting should be submitted in writing to the Chief Executive Officer of the Company by September 30, 2001, and should be accompanied by a statement of each candidate's qualifications and willingness to serve as a director. Report of the Examining Committee The Examining Committee of the Company is responsible for receiving and reviewing the annual audit report of the Company's independent auditors and reports of examinations by bank regulatory agencies, and helps formulate, implement, and review the Company's and its subsidiaries' internal audit programs. During the course of its examination of the Company's audit process in 2000, the Examining Committee reviewed and discussed the audited financial statements with management. The Examining Committee also discussed with the independent auditors, Dixon Odom PLLC, all matters required to be discussed by the Statement of Auditing Standards No. 61, as amended. Furthermore, the Examining Committee received from Dixon Odom PLLC disclosures regarding their independence required by the Independence Standards Board Standard No. 1, as amended and discussed with Dixon Odom PLLC their independence. Based on the review and discussions above, the Examining Committee recommended to the Board of Directors that the audited financial statements be included in the Company's annual report on Form 10-KSB for the year ended December 31, 2000 for filing with the appropriate regulator. The Examining Committee met three times during 2000. The Examining Committee has written a charter which is attached as Exhibit A. The Company is not a member of any exchange. However, the Examining Committee members are "independent" as defined by the Nasdaq listing standards. The Examining Committee has considered whether the principal accountant's provision of other non-audit services to the Company is compatible with maintaining independence of 7 Dixon Odom PLLC. The Examining Committee has determined that it is compatible with maintaining the independence of Dixon Odom PLLC. This report is submitted by the Examining Committee: Joe S. Brooks - Chairman, Bill C. Burnside, D.D.S., Gail C. Burris, John P. Murray, M.D., George T. Reaves and Kent E. Newport. Personnel/Stock Option Committee. 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 four times during 2000. 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 Subsidiary Employed Since ------------ ------------------------------------------------ --------------- Roger L. Dick Chief Executive Officer of the Company 1983 (49) Ronald B. Davis President of the Company and President and Chief Executive 1997 (53) Officer of the Bank of Stanly Christy D. Stoner President and Chief Executive Officer of The Strategic 1991 (36) Alliance Corporation
Executive Compensation The following table shows for 2000, 1999, and 1998 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 $100,000. 8 SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation -------------------------- ------------------------------ Awards ------- All Other Compen- Salary Bonus Options sation Name and Principal Position Year ($)(1) ($)(2) (#)(3) ($)(4) --------------------------- ---- ------- ------ ------ ----- Roger L. Dick, Chief Executive Officer of the Company 2000 165,298 49,610 -0- 5,250 1999 135,163 38,258 54,100 4,863 1998 125,500 26,275 9,689 9,142 Ronald B. Davis, President of the Company; President and Chief 2000 158,802 49,595 -0- 5,250 Executive Officer of the Bank of Stanly 1999 135,163 38,268 72,000 3,010 1998 125,500 20,775 9,688 2,988 Christy D. Stoner, President and Chief Executive Officer of The 2000 117,572 34,878 -0- 3,442 Strategic Alliance Corporation 1999 84,167 19,208 69,400 2,584 1998 75,000 6,271 3,000 4,522
(1) Includes amounts deferred at 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 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) 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. (4) Consists entirely of the Company's contributions on behalf of the executive officers to the Company's Section 401(k) savings plan. Stock Options The following table contains information with respect to stock options exercised during 2000 and held at December 31, 2000 by Roger L. Dick, Ronald B. Davis and Christy D. Stoner. AGGREGATED OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES
Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options Options at 12/31/00 (#) at 12/31/00 ($)(1) ---------------------- ------------------------ Shares Acquired on Value Exercise Realized Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable ---- -- -- ----------- ------------- ----------- ------------- Roger L. Dick 27,300 78,687 86,253 51,535 145,649 113,678 Ronald B. Davis 37,568 73,946 65,037 39,353 43,706 43,976 Christy D. Stoner 18,924 55,048 84,721 28,607 141,206 18,881
9 (1) Represents the aggregate fair market value at December 31, 2000 (based on a trading price of $6.00 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 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, Christy D. Stoner, Lorelei V. Misenheimer, Jacqueline S. Jernigan and Barbara S. Williams as trustees. In 2000, 12,485 shares were allocated to employees under the ESOP. Transactions with Management The Bank of Stanly and Anson Bank & Trust Company have had, and expect 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: 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 2001, and a proposal to ratify that appointment will be submitted for shareholder approval at the Annual Meeting. The Bank has paid Dixon Odom PLLC fees in connection with its assistance in the Company's annual audit and review of the Company's financial statements. Sometimes, the Company engages Dixon Odom PLLC to assist in other areas of financial planning. The following table sets forth the fees paid to Dixon Odom PLLC in various categories in 2000.
Category Amount Paid -------- ----------- Audit Fees: $50,000 Financial Information System Design and Implementation -- Fees: All Other Fees: 26,314 ------- Total Fees Paid: $76,314 =======
10 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 2001. 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 2002 Annual Meeting must be received by the Company at its main office in Albemarle, North Carolina, no later than November 17, 2001, 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 2002 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, 2002 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 2000 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, 134 NORTH FIRST STREET, ALBEMARLE, NORTH CAROLINA 28001. 11 Exhibit A --------- UWHARRIE CAPITAL CORP Examining Committee Charter Organization There shall be a committee of the Board of Directors to be known as the Examining Committee. The Examining Committee shall be composed of directors who are independent of the management of the Company and are free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment as a committee member. Members of the Examining Committee shall be financially literate or become financially literate within a reasonable period of time after appointment to the Examining Committee and at least one member shall have accounting, related financial management expertise, or other comparable experience or background that results in the individual's financial sophistication. Statement of Policy The Examining Committee shall provide assistance to the corporate directors in fulfilling their responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, reporting practices of the Company, and the quality and integrity of the financial reports and other operating controls of the Company. In so doing, it is the responsibility of the Examining Committee to maintain free and open means of communication between the directors, the independent auditors, the internal auditors, the financial management and other employees of the Company. Responsibilities In carrying out its responsibilities, the Examining Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the directors and shareholders that the corporate accounting and reporting practices and other operating controls of the Company are of high quality and are in accordance with all requirements. In carrying out these responsibilities, the Examining Committee will: . Select, evaluate, and where appropriate, replace the independent auditors to audit the financial statements of the Company and its subsidiaries. In doing so, obtain disclosures regarding the auditors' independence required by Independence Standards Board Standard No. 1, as may be modified or supplemented, and discuss with the auditors the auditors' independence. The independent auditors are to be accountable to the Board of Directors and the Examining Committee, as representatives of the shareholders. . Review the scope of the audit and the audit procedures utilized. 12 . Review with the independent auditors, the internal auditor and the Company's financial and accounting personnel the adequacy and effectiveness of the accounting and financial controls of the Company. Emphasis should be given to the adequacy of such internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper. . Provide sufficient opportunity for the independent auditors to meet with the members of the Examining Committee without members of management present. Among the items to be discussed in these meetings are the independent auditors' evaluation of the Company's financial, accounting, and auditing personnel, and the cooperation that the independent auditors received during the course of the audit. . Be available to the independent auditors during the year for consultation purposes. . Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as may be modified or supplemented. . Review with management and the independent accountants the Company's financial disclosure documents, including all annual and quarterly financial statements and reports filed with the Federal Deposit Insurance Company or sent to stockholders. Following the satisfactory completion of each year-end review, recommend to the Board the inclusion of the audited financial statements in the Company's filing on Form 10-KSB. The year-end review shall include any significant problems and material disputes between management and the independent accountants and a discussion with the independent accountants out of management's presence of the quality of the Company's accounting principles as applied in its financial reporting, the clarity of the Company's financial disclosures and degree of aggressiveness or conservatism of the Company's accounting principles and underlying estimates, and a frank and open discussion of other significant decisions made by management in, preparing the financial disclosure. With respect to the independent accountants' reviews of quarterly reports on Form 10-QSB, communication from the independent accountants may be received on behalf of the Examining Committee by the Committee Chair, who will report thereon to the full Examining Committee at its next meeting. . Review the internal audit function of the Company including the independence and authority of its reporting obligations, the proposed audit plans for the coming year, and the coordination of such plans with the independent auditors. . Receive reports or summaries of findings from completed internal audits, together with management responses, and monitor progress of the proposed internal audit plan, with explanations for any deviations from the original plan. . Prepare the reports required by the rules of the applicable regulatory authorities to be included in the Company's annual proxy statement. 13 . Submit the minutes of all meetings of the Examining Committee to, or discuss the matters discussed at each committee meeting with, the Board of Directors. . Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgment, that is appropriate. While the Examining Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Examining Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the Examining Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations. 14 REVOCABLE PROXY 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 Christy D. Stoner (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 12, 2001, 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 April 24, 2001, 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: Bill C. Burnside, D.D.S. Gail C. Burris David M. Jones, D.V.M. Buren Mullis John P. Murray, M.D. Hugh E. Wallace (Instruction: To withhold authority to vote for one or more nominees, write that nominee's name on the line provided.) 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal to ratify the appointment of Dixon Odom PLLC as the Company's independent accountants for 2001. _____ FOR _____ AGAINST _____ ABSTAIN 3. 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" PROPOSAL 2 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: _________________________________, 2001 ________________________________________(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