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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
YEAR IN WHICH
POSITIONS FIRST ELECTED/
WITH PROPOSED PRINCIPAL OCCUPATION
NAME AND AGE COMPANY TERM EXPIRES AND BUSINESS EXPERIENCE FOR PAST 5 YEARS
<S> <C> <C> <C>
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)
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
NOMINEES NAMED ABOVE.
4
<PAGE>
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.
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
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)
</TABLE>
(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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
NAME AND AGE CURRENT POSITIONS WITH COMPANY AND/OR BANK EMPLOYED SINCE
<S> <C> <C>
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)
</TABLE>
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 $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------- --------------------------------
AWARDS PAYOUTS
OTHER ------- ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK LTIP COMPEN-
SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($) (#)(5) ($) ($)(4)
- --------------------------- ---- ------ ------ ------ --- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
(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
<PAGE>
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
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF OPTIONS
UNDERLYING GRANTED
OPTIONS TO EMPLOYEES IN EXERCISE OR BASE
NAME GRANTED (#)(1) FISCAL YEAR PRICE ($) PER SHARE EXPIRATION DATE
- ---- -------------- ----------- ------------------- ---------------
<S> <C> <C> <C> <C> <C>
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 $5.50 11/28/09
</TABLE>
(1) Two-Fifths of the options vested upon issue and one-fifth becomes
exercisable in each of the three subsequent years beginning November
28,2000, assuming the officer remains employed by the Company. If
employment terminates before the end of the vesting period the officer
may exercise vested options for varying periods after termination
(depending on the manner of termination) in accordance with the plan.
8
<PAGE>
The following table contains information with respect to stock options
exercised during 1999 and held at December 31, 1999 by Roger L. Dick, Ronald B.
Davis and Christy D. Stoner.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END AT FY-END
(#) ($)(1)
SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
