UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrantx¨ 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)) |
Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to §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):
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: |
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¨ | 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. |
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(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Uwharrie Capital Corp
132 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: | ||
Time: | 4:00 p.m. | |
5:00 p.m.–6:30 p.m. | ||
6:30 p.m. |
The purposes of the meeting are:
1. | To elect six (6) directors to three (3) year terms; |
2. | To ratify the appointment of Dixon Hughes PLLC |
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
By Order of the Board of Directors |
Roger L. Dick |
President and Chief Executive Officer |
March 24, 2004
28, 2005
Uwharrie Capital Corp
132 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 May 4, 2004,10, 2005, 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 24, 2004.28, 2005.
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, Brendan P. Duffey and Christy D. Stoner and W.D. “Bill” Lawhon, Jr.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 (6) 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 8, 200411, 2005 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 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 6,919,4437,025,595 shares were outstanding on March 8, 2004.11, 2005. There were approximately 3,4233,540 holders of record of the Company’s common stock on that date.
Voting Procedures; Quorum; 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.
A majority of the shares of the Company’s common stock issued and outstanding on the Record Date must be present in person or by proxy to constitute a quorum for the conduct of business at the Annual Meeting.
Assuming a quorum is present, in the case of Proposal 1 below, the six (6) directors receiving the greatest number of votes shall be elected.
In the case of Proposal 2 below, for such proposal to be approved, the number of votes cast for approval must exceed the number of votes cast against the proposal. Abstentions and broker nonvotes will have no effect.
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.
Authorization to Vote on Adjournment and Other Matters
Unless the Secretary of the Company is instructed otherwise, by signing an appointment of proxy, shareholders will be authorizing the Proxies to vote in their discretion regarding any procedural motions which may come before the Annual Meeting. For example, this authority could be used to adjourn the Annual Meeting if the Company believes it is desirable to do so. Adjournment or other procedural matters could be used to obtain more time before a vote is taken in order to solicit additional appointments of proxy to establish a quorum or to provide additional information to shareholders. However, appointments of proxy voted against any one of the Proposals will not be used to adjourn the Annual Meeting. The Company does not have any plans to adjourn the meeting at this time, but intends to do so, if needed, to promote shareholder interests.
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Beneficial Ownership of Securities by Directors, Nominees and Executive Officers
As of March 8, 2004,11, 2005, 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 8, 2004,11, 2005, by the Company’s current directors, nominees for director and executive officers, and by all current directors, nominees and executive officers of the Company as a group. Current directors, new nominees and executive officers as a group beneficially owned 7.88%7.77% of the shares outstanding or options exercisable by members of the group on such date.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1)(2) | Percent of | Amount and Nature of Beneficial Ownership(1)(2) | Percent of Class | |||||
Charles E. Allen New London, NC | 2,312 | (3) | 0.03 | 1,037(3) | 0.01 | ||||
Robert P. Barbee Charlotte, NC | 1,123 | 0.02 | 1,156 | 0.02 | |||||
Cynthia H. Beane Albemarle, NC | 17,625 | (4) | 0.25 | 15,062(4) | 0.21 | ||||
Bill C. Burnside, D.D.S. Albemarle, NC | 11,113 | (5) | 0.16 | ||||||
Joe S. Brooks Albemarle, NC | 20,784(5) | 0.29 | |||||||
Gail C. Burris New London, NC | 1,387 | (6) | 0.01 | ||||||
Barton D. Burpeau, Jr. Albemarle, NC | 2,742(6) | 0.04 | |||||||
Roger L. Dick Albemarle, NC | 93,428 | (7) | 1.33 | 92,437(7) | 1.27 | ||||
Brendan P. Duffey Albemarle, NC | 0 | 0.00 | |||||||
Thomas M. Hearne, Jr. Albemarle, NC | 5,794 | 0.08 | 5,967 | 0.08 | |||||
David M. Jones, D.V.M. Asheboro, NC | 3,626 | 0.05 | |||||||
Patricia K. Horton Concord, NC | 2,713(8) | 0.04 | |||||||
Kyle H. Josey Norwood, NC | 867 | 0.01 | 892 | 0.01 | |||||
W.D. “Bill” Lawhon, Jr. Albemarle, NC | 5,751 | (8) | 0.08 | 11,592(9) | 0.16 | ||||
B. Franklin Lee Norwood, NC | 5,909 | 0.08 | 6,086 | 0.08 | |||||
Joyce H. Little Oakboro, NC | 1,720 | 0.02 | 1,771 | 0.02 | |||||
Sanjay V. Mistry Harrisburg, NC | 33,429 | (9) | 0.48 |
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Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1)(2) | Percent of Class | Amount and Nature of Beneficial Ownership(1)(2) | Percent of Class | |||||
Buren Mullis Locust, NC | 34,776 | 0.50 | |||||||
W. Chester Lowder Norwood, NC | 3,153(10) | 0.04 | |||||||
Sanjay V. Mistry Harrisburg, NC | 40,179(11) | 0.55 | |||||||
John P. Murray, M.D. Albemarle, NC | 17,762 | 0.25 | 18,294 | 0.25 | |||||
Cynthia L. Mynatt Concord, NC | 3,539 | (10) | 0.05 | ||||||
James E. Nance Albemarle, NC | 33,913 | (11) | 0.49 | 34,796(12) | 0.48 | ||||
Emmett S. Patterson Wadesboro, NC | 1,123 | 0.02 | 1,156 | 0.02 | |||||
Timothy J. Propst Concord, NC | 10,049 | (12) | 0.14 | 10,348(13) | 0.14 | ||||
Don M. Russell Locust, NC | 5,968 | 0.09 | |||||||
Susan J. Rourke Harrisburg, NC | 2,752 | 0.04 | |||||||
Donald P. Scarborough Polkton, NC | 2,045 | 0.03 | 2,106 | 0.03 | |||||
John W. Shealy, Jr. Concord, NC | 3,713 | 0.05 | 3,824 | 0.05 | |||||
Michael E. Snyder, Sr. Albemarle, NC | 65,509 | 0.94 | 67,474 | 0.93 | |||||
Douglas L. Stafford Concord, NC | 13,210 | 0.19 | |||||||
Douglas L. Stafford Albemarle, NC | 13,605 | 0.19 | |||||||
Christy D. Stoner Albemarle, NC | 110,751 | (13) | 1.57 | 114,759(14) | 1.58 | ||||
Jimmy L. Strayhorn Wadesboro, NC | 11,959 | 0.17 | 24,661 | 0.34 | |||||
Emily M. Thomas Wadesboro, NC | 2,184 | 0.03 | 2,249 | 0.03 | |||||
Hugh E. Wallace Wadesboro, NC | 61,718 | 0.88 | 63,569 | 0.87 | |||||
All current directors, new nominees for director and executive officers as a group (28 persons) | 562,303 | (14) | 7.88 | 565,164(15) | 7.77 |
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(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 |
(2) | Includes shares over which the named individual shares voting and investment power as follows: Mr. |
(3) | Includes |
(4) | Includes |
(5) | Includes |
(6) | Includes |
(7) | Includes |
(8) | Includes |
(9) | Includes 117 shares held by Mr. Lawhon as custodian for child and grandchild. |
Includes |
(11) | Includes 636 shares held by Mr. Mistry’s spouse as custodian for minor children. |
Includes |
Includes |
Includes |
Includes an aggregate of |
Section 16(a) Beneficial Ownership Reporting Compliance
Directors and executive officers of the Company are required by federal law to file reports with the Securities and Exchange Commission (“SEC”) 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 with the exception of onethe Initial Statement of Beneficial Ownership on Form 43 of Roger L. Dick and oneBrendan P. Duffey. The Form 4 of Cynthia H. Beane, each of which were3 was not filed in excess ofwithin two days following a reportable transaction dueof his appointment as an executive officer of the Company; however, Mr. Duffey did not own any shares of the Company on that date to clerical errors.report.
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PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
The Company’s Bylaws provide for a Board of Directors composed of eighteen (18) members divided into three classes, each consisting of six (6) directors who are elected to terms of three (3) years. There is currently one vacancy on the Board of Directors. Each year the terms of six (6) directors expire and six (6) persons are elected as directors for new three (3) year terms. The Board of Directors intends to nominate the six (6) persons named below for election by shareholders at the Annual Meeting as directors of the Company for three (3) year terms or until their respective successors are duly elected and qualified.
Name and Age | Position with Company | Year First Elected/ Proposed
| Principal Occupation and Business Experience For Past Five Years | |||
Joe S. Brooks (55) | New Nominee | |||||
Barton D. Burpeau, Jr. (54) | New Nominee | |||||
B. Franklin Lee (53) | Director | 2002/2008 | Owner, Franklin Lee Farm, Norwood, NC (cotton, grain, and beef cattle) | |||
W. Chester Lowder (56) | New Nominee | 1995/2008 | Director of Livestock Program, Public Policy Division, North Carolina Farm Bureau Federation, Incorporated | |||
John P. Murray, M.D. (63) | New Nominee | 1996/2008 | Retired; previously, Physician and Owner, Albemarle Ear, Nose and Throat, Albemarle, NC | |||
Susan J. | ||||||
(59) | Director | President, |
(1) | The year first elected indicates the year in which each individual was first elected a director of the Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company or the Company, as applicable (or the year in which new nominees would begin service as a director if elected) and does not reflect any break(s) in the named individuals’ tenures as directors of the Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company or the Company, as applicable. |
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.
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Incumbent Directors
The Company’s current Board of Directors includes twelve (12)eleven (11) directors whose terms will continue after the Annual Meeting. The following table contains information about those twelve (12)eleven (11) incumbent directors.
Name and Age | Position with Company | Year First Elected/ Current Expires(1) | Principal Occupation and Business Experience For The Past Five Years | |||
Robert P. Barbee (66) | Director | |||||
Thomas M. Hearne, Jr. (54) | Director | |||||
James E. Nance (53) | Director | 1984/2006 | President and Dealer Operator, Confederate Motors, Inc., Albemarle, NC (Chevrolet Dealership) | |||
Emmett S. Patterson (67) | Director | 2000/2006 | Retired General Manager and Executive Vice President, Pee Dee Electric Membership Corporation, Wadesboro, | |||
Timothy J. Propst (44) | Director | Executive Vice President, | ||||
Donald P. Scarborough (53) | Director | 2004/2007 | President, Treasurer and Owner, Plank Road Realty, Inc., Wadesboro, NC | |||
John W. Shealy, Jr. (54) | Director | 2003/2007 | President, Cabarrus Concrete Co., Concord, NC | |||
Michael E. Snyder, Sr. (64) | Director | 1984/2006 | Vice President, E.J. Snyder & Co., Inc., Albemarle, NC (commission dye and finish of knit outerwear fabric) | |||
Douglas L. Stafford (52) | Director | 2003/2006 | Executive Vice President, Lowe’s Motor Speedway, Concord, | |||
Emily M. Thomas (58) | Director | 2000/2006 | Vice President of Administration and Finance, CMH Flooring Products, Inc., Wadesboro, | |||
Hugh E. Wallace (70) | Director | 2001/2007 | President, Anson Apparel Company, Wadesboro, NC (textile manufacturing); Treasurer, Anson Apparel III, Wadesboro, NC (textile manufacturing) |
(1) | The year first elected indicates the year in which each individual was first elected a director of the Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company or the Company, as applicable, and does not reflect any break(s) in certain of the named individuals’ tenures as directors of the Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company or the Company, as applicable. |
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Director Relationships
No director is a director of any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, with the exception of Cynthia L. Mynatt, who is a director of CT Communications, Inc.1940.
Director Compensation
During 2003,2004, each director received 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 installments) as specified by the director at the time of his or her deferral election. During 2003,2004, directors David M. Jones, Buren Mullis, Emily M. Thomas and Hugh E. Wallace deferred compensation pursuant to such plan.plan for all of 2004 and directors Buren Mullis and David Jones, each of whom retired from the Board in May 2004, deferred fees payable to them from January through May 2004.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company held seven (7)eleven (11) regular meetings during 2003.2004. 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, except Charles E. Allen, B. Franklin Lee,Kyle H. Josey, Cynthia L. Mynatt and Douglas L. Stafford,Donald P. Scarborough, who each attended fewer than 75% due to prior business commitments.
It is the policy of the Company that directors attend each annual meeting and any special meetings of the Company’s shareholders. Seventeen (17)Fifteen (15) of the Company’s eighteen (18) directors attended the 20032004 annual meeting of shareholders.
The Company’s Board of Directors has several standing committees, including a Human Resources Committee, a Nominating Committee, and an Examining Committee.
Human Resources Committee. The current members of the Human Resources Committee, which performs the functions of the Compensation Committeea compensation committee, are Cynthia H. Beane—Robert P. Barbee - Chair, Charles E. Allen, Kyle H. Josey, B. Franklin Lee, Cynthia L. Mynatt,Timothy J. Propst, Susan J. Rourke and Emily M. Thomas.Donald P. Scarborough. All members of the Human Resources Committee are independent directors. The Human Resources Committee is authorized to make recommendations toreviews the Board relating to total compensation of all officers and to establish personnel policiesprocess for the Company and its subsidiaries. The Human Resourcessubsidiaries to ensure it is consistent with corporate and board policy. This Committee also administersserves as the Company’s stock option plans.catalyst for the development of compensation related recommendations for all officers of the Company and its subsidiaries and meets with representatives of the Company and each subsidiary to develop
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recommendations and input into the overall budget process for the Company. Each individual Board of Directors is ultimately responsible for final decisions on compensation however, this Committee makes recommendations to the various Boards based upon overall Company policy. The Human Resources Committee met three (3) times during 2003.2004.
Nominating Committee. The current members of the Nominating Committee are Bill C. Burnside—Emily M. Thomas – Chair, B. Franklin Lee, Joyce H. Little, James E. Nance, Emmett S. Patterson, Don M. Russell,Susan J. Rourke and Douglas L. Stafford.Hugh E. Wallace. The Nominating Committee recommended the six (6) nominees listed above to the Board of Directors. The Nominating Committee met three (3) timesdid not meet independently during 2003.2004. The Nominating Committee has adopted a written charter, which is attachedwas included as an Exhibit A.to the Proxy Statement for the Company’s 2004 Annual Meeting of Shareholders.
Recommendations of nominee candidates by shareholders for the 20052006 Annual Meeting should be submitted in writing to the Chief Executive Officer of the Company by November 30, 2004,2005, and should be accompanied by a statement of each candidate’s qualifications and willingness to serve as a director. In order to stand for election to the Board of Directors, nominees must have economic, business or residential ties to one or more of the Company’s market areas and must be in compliance with the Company’s Policy Statement and Guidelines for Uwharrie Capital Corp Stock Ownership by Directors. A copy of the Policy Statement may be obtained free of charge upon written request made to the Secretary of the Company.
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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. The Examining Committee assesses the performance and independence of the Company’s independent auditors and recommends their appointment and retention. The Examining Committee has in place pre-approval policies and procedures that involve an assessment of the performance and independence of the Company’s independent auditors, an evaluation of any conflicts of interest that may impair the independence of the independent auditors and pre-approval of an engagement letter that outlines all services to be rendered by the independent auditors.
During the course of its examination of the Company’s audit process in 2003,2004, the Examining Committee reviewed and discussed the audited financial statements with management. The Examining Committee also discussed with the independent auditors, Dixon Hughes PLLC, all matters required to be discussed by the Statement of Auditing Standards No. 61, as amended. Furthermore, the Examining Committee received from Dixon Hughes PLLC disclosures regarding their independence required by the Independence Standards Board Standard No. 1, as amended and discussed such information with Dixon Hughes PLLC.
Based on the review and discussions above, the Examining Committee (i) 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, 20032004 for filing with the Securities and Exchange CommissionSEC and (ii) recommended that shareholders ratify the appointment of Dixon Hughes PLLC as auditors for 2004.2005.
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The Company is not a member of any securities exchange. However, the Examining Committee members are “independent” and “financially literate” as defined by the NASDAQ listing standards. The Board of Directors has determined that Cynthia H. Beane, a member of the Examining Committee, meets the requirements recently adopted byof the Securities and Exchange CommissionSEC for qualification as an “audit committee financial expert.” An audit committee financial expert is defined as a person who has the following attributes: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that are of the same level of complexity that can be expected in the registrant’s financial statements, or experience supervising people engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.
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 Dixon Hughes PLLC. The Examining Committee has determined that it is compatible with maintaining the independence of Dixon Hughes PLLC.
The Examining Committee has a written charter which is reviewed by the Committee for adequacy on an annual basis.basis and which is attached asExhibit A. The Examining Committee met six (6)five (5) times during 2003.2004.
This report is submitted by the 20032004 Examining Committee: John W. Shealy, Jr. - Chair, Thomas M. Hearne, Michael E. Snyder, Sr. and Hugh E. Wallace—Chair, Cynthia H. Beane, Bill C. Burnside, Gail C. Burris, and Buren Mullis,Wallace, all of whom are directors of Uwharrie Capital Corp. Also serving as voting members of the committee are directors Anita Blair—Blair – Bank of Stanly representative,board representative; Eugene M. Ward—Ward – Anson Bank & Trust Co. representative, John W. Shealy, Jr.—board representative; and Estus B. White – Cabarrus Bank & Trust Company representative, andboard representative. Michael E. Snyder—Snyder, Sr., Uwharrie Capital Corp director also serves as The Strategic Alliance Corporation representative.Corporation’s board representative.
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Executive Officers
The following table contains information about the current executive officers of the Company and its direct and indirect subsidiaries.
Name and Age | Current Positions with Company and/or Subsidiary and Prior Experience | Employed Since | ||
Roger L. Dick (53) | President and Chief Executive Officer, | 1983 | ||
Brendan P. Duffy (56) | Executive Vice President and Chief Operating Officer, Uwharrie Capital Corp; formerly, Vice President and General Manager, Global Knowledge Network, Inc., 1999-2004 | 2004 | ||
Christy D. Stoner
| President and Chief Executive Officer of The Strategic Alliance Corporation, Strategic Investment Advisors, Inc. and BOS Agency, Inc.; Executive Vice President of Marketing, Uwharrie Capital Corp | 1991 |
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Name and Age | Current Positions with Company and/or Subsidiary and Prior Experience | Employed Since | ||
W. D. “Bill” Lawhon, Jr.
| President and Chief Executive Officer, Bank of Stanly; formerly, Senior Vice President, First Citizens Bank, 1990-2002 | 2002 | ||
| ||||
Jimmy L. Strayhorn
| President and Chief Executive Officer, Anson Bank & Trust Co.; formerly, Vice President and Regional Executive, BB&T, 1975-2002 | 2002 | ||
Patricia K. Horton (53) | Chief Executive Officer, Cabarrus Bank & Trust Company; formerly, Senior Vice President, First Charter Bank, 1972-2004 | 2004 | ||
Sanjay V. Mistry (39) | President, Cabarrus Bank & Trust Company; formerly, Executive Vice President, Bank of Stanly, 2002-2003; Vice President, First Charter Bank, 1999-2002 | 2002 |
Executive Compensation
The following table shows for 2004, 2003 2002, and 20012002 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 $100,000.
SUMMARY COMPENSATION TABLE
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(1) | Includes amounts deferred at the officers’ election pursuant to the Company’s Section 401(k) savings plan. |
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(2) | Includes all cash bonuses received for each year. At the end of each year the Company’s Board of Directors may approve the payment of annual cash bonuses to individual officers based on the Company’s results of operations and their individual performance during the year. The payment and amounts of any such bonuses are determined by the Company’s Board of Directors. In addition to discretionary cash bonuses, the Company maintained an incentive plan under which, at the end of each calendar quarter, each of certain officers and employees could receive a cash bonus (equal to 5.0% of their quarterly salary) if the Company’s financial performance for that quarter equaled or exceeded budgeted amounts. |
(3) | Consists entirely of the Company’s contributions on behalf of the executive officers to the Company’s Section 401(k) savings plan. |
(4) | Mr. Duffey has been employed since May 19, 2004. |
(5) | Mr. Lawhon has been employed since November |
(6) | Mr. Strayhorn has been employed since November 1, 2002. |
(7) | Ms. Horton has been employed since June 14, 2004. |
(8) | Mr. Mistry has been employed since March 1, 2002. |
Stock Options
The following table sets forth information regarding options to purchase shares of the Company’s common stock that were granted to the Company’s executive officers during the fiscal year ended December 31, 2004.
OPTION GRANTS IN FISCAL YEAR 2004
(INDIVIDUAL GRANTS)
Name | Number of Securities Underlying Options Granted | % of Total Options Granted to Employees | Exercise or Base Price ($/Share) | Expiration Date | Grant Date Value(1) | ||||||||
Roger L. Dick | -0- | — | — | — | — | ||||||||
Brendan P. Duffey | 69,123 | 100 | % | $ | 6.20 | May 19, 2014 | $ | -0- | |||||
Christy D. Stoner | -0- | — | — | — | — | ||||||||
W.D. “Bill” Lawhon, Jr. | -0- | — | — | — | — | ||||||||
Jimmy L. Strayhorn | -0- | — | — | — | — | ||||||||
Patricia K. Horton | -0- | — | — | — | — | ||||||||
Sanjay V. Mistry | -0- | — | — | — | — |
(1) | Stock option exercise price equal to fair market value of underlying security on the date of grant. |
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The following table contains information with respect to stock options exercised during 20032004 and held at December 31, 20032004 by executive officers of the Company and its direct and indirect subsidiaries.
AGGREGATED OPTION EXERCISES IN 20032004
AND YEAR-END OPTION VALUES
Number of Securities Underlying Unexercised Options at 12/31/03 | Value of Unexercised In-the-Money Options at 12/31/03(1) | Number of Securities Underlying Unexercised Options at 12/31/04 | Value of Unexercised In-the-Money Options at 12/31/04(1) | |||||||||||||||||||||||||||
Name | Shares Acquired on Exercise | Value Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | Shares Acquired on Exercise | Value Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Roger L. Dick | 25,256 | $ | 78,898 | 90,303 | -0- | $ | 109,591 | -0- | 6,948 | $ | 25,061 | 85,856 | -0- | $ | 134,355 | -0- | ||||||||||||||
Ronald B. Davis | -0- | -0- | 103,499 | -0- | $ | 105,633 | -0- | |||||||||||||||||||||||
Brendan P. Duffey | -0- | -0- | -0- | 71,197 | -0- | $ | 20,006 | |||||||||||||||||||||||
Christy D. Stoner | -0- | -0- | 85,066 | -0- | $ | 86,415 | -0- | -0- | -0- | 87,618 | -0- | $ | 136,570 | -0- | ||||||||||||||||
W.D. “Bill” Lawhon, Jr. | -0- | -0- | 5,150 | 20,600 | $ | 2,884 | $ | 11,536 | -0- | -0- | 10,609 | 15,914 | $ | 11,840 | $ | 17,760 | ||||||||||||||
Jimmy L. Strayhorn | -0- | -0- | 23,999 | 35,997 | $ | 26,783 | $ | 40,173 | ||||||||||||||||||||||
Patricia K. Horton | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||
Sanjay V. Mistry | -0- | -0- | 12,396 | 49,582 | $ | 8,876 | $ | 35,501 | -0- | -0- | 38,176 | 25,662 | $ | 48,530 | $ | 32,353 | ||||||||||||||
Jimmy L. Strayhorn | -0- | -0- | 11,650 | 46,599 | $ | 6,524 | $ | 26,095 |
(1) | Represents the aggregate fair market value at December 31, |
Employee Stock Ownership Plan
On January 1, 1999, the Uwharrie Capital Corp Employee Stock Ownership Plan and Trust (“ESOP”) became effective. Under the ESOP, all full-time employees who have been employed by the Company or any of its direct or indirect subsidiaries for six months and attained the age of 18, and all part-time employees who have been employed by the Company or any of its direct or indirect subsidiaries for 12 months and attained the age of 18, are eligible to participate. Pursuant to the ESOP, 271,474278,415 dividend-adjusted shares are held in trust, with Roger L. Dick, W.D. “Bill” Lawhon, Jr., Jacqueline S. Jernigan, Sanjay V. Mistry,Brendan P. Duffey, Susan B. Gibson, Christy D. Stoner Jimmy L. Strayhorn and Barbara S. Williams as trustees.
Compensation Committee Interlocks and Insider Participation
No member of the Human Resources Committee is now, or formerly was, an officer or employee of the Company or any of its subsidiaries.
Report of the Human Resources Committee
The Human Resources Committee meets on an as needed basis to review the salaries and compensation programs required to attract and retain the Company’s executive officers and those of its subsidiaries. The Committee participates in the budget process by recommending salary levels for senior officers to be approved by the respective Boards of Directors of the Company. While the committee makes recommendations to the Board of Directors regarding the compensation of the
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executive officers, the Board of Directors ultimately determines such compensation. The salary of each of the Company’s executive officers is determined based upon the executive officer’s experience, managerial effectiveness, contribution to the Company’s overall profitability, maintenance of regulatory compliance standards and professional leadership. The Committee also compares the compensation of the Company’s executive officers with compensation paid to executives of similarly situated bank holding companies, other businesses in the Company’s market area and appropriate state and national salary data. These factors were considered in establishing the compensation of the Company’s President and Chief Executive Officer during the fiscal year ended December 31, 2004. All executive officers of the Company, including the Chief Executive Officer, are eligible to receive discretionary bonuses declared by the Board of Directors. The amount of such bonuses and incentive payments is based upon the Company’s budget and the attainment of corporate goals and objectives. Finally, the interests of the Company’s executive officers are aligned with that of its shareholders through the use of equity-based compensation, specifically the grant of stock options with exercise prices established at the fair market value of the Company’s common stock at the time of grant.
This report is submitted by the Human Resources Committee: Robert P. Barbee - Chair, Charles E. Allen, B. Franklin Lee, Timothy J. Propst, Susan J. Rourke and Donald P. Scarborough.
Performance Graph
The following graph compares (i) the yearly change in the cumulative total stockholder return on the Company’s common stock with (ii) the cumulative return of the Carson Medlin Company Independent Bank Index, and (iii) the Nasdaq Composite. The graph assumes that the value of an investment in the Company’s common stock and in each index was $100 on December 31, 1999, and that all dividends were reinvested. The performance shown in the graph represents past performance and should not be considered an indication of future performance.
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Transactions with Management
The Bank of Stanly, Anson Bank & Trust Co. and, Cabarrus Bank & Trust Company and The Strategic Alliance Corporation have had, and expect to have in the future, 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
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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.
Loans made by the Company’s bank subsidiaries to directors and executive officers are subject to the requirements of Regulation O of the Board of Governors of the Federal Reserve System. Regulation O requires, among other things, prior approval of the Board of Directors with any “interested director” not participating, dollar limitations on amounts of certain loans and prohibits any favorable treatment being extended to any director or executive officer in any of the
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Bank’s lending matters. To the best knowledge of the management of the Company and its bank subsidiaries, Regulation O has been complied with in its entirety.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Examining Committee of the Board of Directors has appointed the firm of Dixon Hughes PLLC, Certified Public Accountants, (formerly Dixon Odom PLLC), as the Company’s independent accountants for 2004,2005, and a proposal to ratify that appointment will be submitted for shareholder approval at the Annual Meeting. A representative of Dixon Hughes 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 or she desires to do so.
The Company has paid Dixon Hughes 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 Hughes PLLC to assist in other areas of financial planning. The following table sets forth the fees paid to Dixon Hughes PLLC in various categories in 20032004 and 2002.2003.
AUDIT FEES
Category | Amount Paid 2003 | Amount Paid 2002 | Amount Paid 2004 | Amount Paid 2003 | ||||||||
Audit Fees: | $ | 61,515 | $ | 75,788 | $ | 64,470 | $ | 61,515 | ||||
Audits of annual consolidated financial statements, reviews of consolidated financial statements included in quarterly reports on Form 10-QSB, report production assistance relating to said financial statements and related documents, assistance related to public stock offering | ||||||||||||
Audit-Related Fees: | 14,229 | 13,946 | 31,811 | 14,229 | ||||||||
Services, conferences, research and assistance relating to FHLB collateral verification, audits of 401(k) plan, issuance of trust preferred securities, matters involving stock options, supplemental executive retirement plan, bank-owned life insurance, and accounting conferences | ||||||||||||
Services, conferences, audits of 401(k) plan, matters involving stock options, supplemental executive retirement plan, bank-owned life insurance, and accounting conferences | ||||||||||||
Tax Services: | 7,429 | 6,501 | 13,793 | 7,429 | ||||||||
Tax preparation, assistance related to estimated tax payments, and tax research and consultations | ||||||||||||
All Other Fees: | 3,955 | 2,850 | -0- | 3,955 | ||||||||
Principal tabulation of proxies for annual shareholders’ meeting | ||||||||||||
Principal tabulation of proxies for annual shareholders’ meeting | ||||||||||||
Total Fees Paid: | $ | 87,128 | $ | 99,085 | $ | 110,074 | $ | 87,128 | ||||
All services rendered by Dixon Hughes PLLC during 20032004 and 20022003 were subject to pre-approval by the Examining Committee.
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THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE“FOR” RATIFICATION OF THE APPOINTMENT OF DIXON HUGHES PLLC AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR 2004.2005.
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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 20052006 Annual Meeting must be received by the Company at its main office in Albemarle, North Carolina, no later than November 17, 2004,28, 2005, 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 20052006 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, 20052006 for it to be timely received for consideration. The Company will use its discretionary authority for any proposals received thereafter.
SHAREHOLDER COMMUNICATIONS
The Company does not currently have a formal policy regarding shareholder communications with the Board of Directors, however, any shareholder may submit written communications to the Chairman of the Board of Directors, Uwharrie Capital Corp, P.O. Box 338, Albemarle, North Carolina 28002-0338, whereupon such communications will be forwarded to the Board of Directors if addressed to the Board of Directors as a group or to the individual director or directors addressed.
ADDITIONAL INFORMATION
A COPY OF THE COMPANY’S 20032004 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, EXECUTIVE VICE PRESIDENT—PRESIDENT – INVESTOR RELATIONS AND CORPORATE SECRETARY, P.O. BOX 338, ALBEMARLE, NORTH CAROLINA 28002-0338.
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Exhibit A
UWHARRIE CAPITAL CORPUwharrie Capital Corp
Examining Committee Charter
NOMINATING COMMITTEE CHARTEROrganization
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.
PurposeStatement of Policy
The NominatingExamining Committee (the “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 appointedthe 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:
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Committee Membership
The Committee shall consist of no fewer than three members, each of whom shall be a director of
Operations
The Committee shall meet at least once a year. Additional meetings may occur as the Committee deems advisable. The Committee will cause to be kept adequate minutes of all its proceedings, and will report its actions to the next meetingmeetings of the Board.Examining Committee members will be furnishedto, or discuss the matters discussed at each committee meeting with, copiesthe Board of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
Authority
The Committee will have
TheWhile the Examining Committee shall havehas the authority to retainresponsibilities and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms, at the Company’s expense.
The Committee, and each member of the Committee in his or her capacity as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other associates of the Company or its subsidiaries, whom such member believes to be reliable and competent in the matters presented, (ii) counsel, public accountants or other persons as to matters which the member believes to be within the professional competence of such person.
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Committee Responsibilities
The Committee shall have the responsibility to develop and recommend criteria for the selection of new directors to the Board, which criteria shall include, but not be limited to, the criteriapowers set forth in Article IV, Section 4this Charter, it is not the duty of the Examining Committee to plan or conduct audits or to determine that the Company’s bylaws. Thefinancial 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 shall haveto conduct investigations, to resolve disagreements, if any, between management and the powerindependent auditor or to apply such criteria in connectionassure compliance with the identification of individuals to be Board members, as well as to apply the standards imposed by all applicable federal laws and the underlying purpose and intent thereof in connection with such identification process.regulations.
When vacancies occur on the Board or otherwise at the direction of the Board, the Committee shall actively seek individuals whom the Committee determines meet such criteria and standards for recommendation to the Board as nominee(s).
The Committee shall recommend to the Board, on an annual basis, nominees for election as directors for the next annual meeting of shareholders.
The Committee shall make other reports to the Board when the Committee deems it appropriate or upon request of the Board.
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APPOINTMENT OF PROXY SHEET
APPOINTMENT OF PROXY SHEET |
IMPORTANT –- PLEASE RETURN THIS APPOINTMENT OF PROXY SHEET
PROMPTLY IN THE ENVELOPE PROVIDED IN ORDER TO:
(1) | VOTE YOUR SHARES on the two proposals of business below. |
(2) | MAKE A DINNER RESERVATION on the back of this sheet. |
(3) | INDICATE ANY QUESTION OR COMMENT on the back of this sheet that you would likemanagement to |
IMPORTANT: PLEASE REMEMBER TO SIGN YOUR NAME(S). WE CANNOT
COUNT YOUR VOTES IF THE PROXY SHEET IS NOT PROPERLY SIGNED.
(1) VOTE YOUR SHARES AND SIGN ON THE REVERSE SIDE | REVOCABLE PROXY |
UWHARRIE CAPITAL CORP
132 North First Street, Albemarle, North Carolina 28001
APPOINTMENT OF PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints Roger L. Dick, Brendan P. Duffey and Christy D. Stoner, and W. D. “Bill” Lawhon, Jr. (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 8, 2004,11, 2005 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 4, 2004,10, 2005, and at any adjournments thereof:
PROPOSAL 1 –- ELECTION OF DIRECTORS: Proposal to elect six (6) directors of the CompanyUwharrie Capital Corp for three (3) year terms or until their successors are duly elected and qualified.
_____ | FOR all nominees listed below | ____ WITHHOLD AUTHORITY | ||||
( | to vote for all nominees listed below |
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John P.
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( | To withhold authority to vote for one or more nominees, write that nominee’s name on the line provided.)______________________________________________________________________ |
PROPOSAL 2 –- RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS:
Proposal to ratify the appointment of Dixon Hughes PLLC as the Company’s independent accountants for 2005.
_____ FOR | _____ AGAINST | _____ ABSTAIN |
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 noted. 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.
CONTINUED ON THE BACK – – IMPORTANT: PLEASE REMEMBER TO SIGN YOUR NAME(S).
WE CANNOT COUNT YOUR VOTES IF THE PROXY SHEET IS NOT PROPERLY SIGNED.
Page Two | APPOINTMENT OF PROXY SHEET |
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Instruction:Please sign above exactly as your name appears on this Appointment of Proxy sheet.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 VOTE, SIGN, DATE AND PROMPTLY RETURN
THIS ENTIRE APPOINTMENT OF PROXY SHEET IN THE ENCLOSED ENVELOPE
(2) DINNER RESERVATION: Please indicate whether or not you plan to attend the dinner.
All shareholders of Uwharrie Capital Corp are invited to attend a dinner following the legal meeting at the 20042005 Annual Meeting of Shareholders to be held Tuesday, May 4, 2004,10, 2005, at the Stanly County Agri-Civic Center, one mile west of Albemarle, North Carolina, on Highway 24/27. The dinner will begin at 5:00 p.m.
(3) QUESTIONS AND/OR COMMENTS FOR MANAGEMENT: Telephone: Work _________________________________________ Home __________________________________________ (Signature, if shares held jointly) THIS ENTIRE APPOINTMENT OF PROXY SHEET IN THE ENCLOSED ENVELOPE ____ Yes, I (we) will attend the dinner;(indicate number attending).I (we) will attend the dinner; # attending ____ Please print name(s) of persons attending (L A B E L) ____ No, I (we) cannot attend the dinner. Please print name(s) of persons attendingNo, I (we) cannot attend the dinner.Date: ___________________________________, 2005 (LABEL) _____________________________________________ (Signature) Instruction: Please sign above exactly as your name appears on this Appointment of Proxy sheet.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. 1.PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN2.3.Telephone: Work Home(Uwharrie Capital Corp – Appointment of Proxy Sheet 2005)