Common use of REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Clause in Contracts

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report to Shareholders Page 6 of 58 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina and Stockholders ASI Holdings Limited We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp ASI Holdings Limited and Subsidiaries (the “Company”) subsidiaries as of December 31, 2005 2009 and 20042008, and the related consolidated statements of incomeoperations, comprehensive incomestockholders’ deficit, changes in shareholders’ equity and cash flows for each of the years in the threetwo-year period ended December 31, 20052009. These ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statements are the responsibility of the Company’s managementstatements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The company is not required to have, nor were not we engaged to perform perform, an audit of the Company’s its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companycompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp ASI Holdings Limited and Subsidiaries subsidiaries as of December 31, 2005 2009 and 20042008, and the results of their its operations and their its cash flows for each of the years in the threetwo-year period ended December 31, 2005 2009 in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to Shareholders Page 6 the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of 58 ASSETS this uncertainty. /s/ Xxxxxx & Company, Inc. Los Angeles, California June ____, 2010 Current Assets : Cash and due from banks cash equivalents $ 11,438,743 90,543 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available 32,870 Accounts receivable, net of allowance for salebad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 cost 39,115 38,217 Less allowance for loan losses : Accumulated depreciation (4,482,30415,466 ) (4,982,8913,184 ) Net loans 271,713,571 258,755,381 Premises Property and equipment, net 8,432,296 8,317,497 Interest 23,648 35,033 Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,814 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,08825,311 ) (964,93526,618 ) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Acquisition of plant, property, and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of the consolidated financial statements 2005 Annual Report entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Proceeds from (repayment of) installment loan 859,285 145,083 Payments to Shareholders Page 7 related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of 58 entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 paid $ 239,483 $ 14,294 Income taxes (benefit) 523,570 (199,500) 531,480 Net income paid $ 1,516,591 - $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders Stockholders and Board of Directors Uwharrie Capital Corp Albemarleof LookSmart Group, North Carolina Inc. We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries LookSmart Group, Inc. (the “"Company”") as of December 31, 2005 2014 and 20042013, and the related consolidated statements of incomeoperations, comprehensive incomeloss, changes in shareholders’ equity stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2005then ended. These consolidated financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We The Company is not required to have, nor were not we engaged to perform perform, an audit of the Company’s its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Uwharrie Capital Corp and Subsidiaries LookSmart Group, Inc. as of December 31, 2005 2014 and 20042013, and the consolidated results of their its operations and their its cash flows for each of the years in the three-year period then ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 15, the Company has recurring losses, has negative working capital and cash in operating activities, which raise substantial doubt about its ability to Shareholders Page 6 continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 15. The financial statements do not include any adjustments that might result from the outcome of 58 ASSETS this uncertainty. /s/ Xxxxxx Xxxx & Co. LLP New York, New York March 17, 2015 (In thousands, except par value) Current assets: Cash and due from banks cash equivalents $ 11,438,743 305 $ 11,449,899 Interest2,789 Short-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for saleterm investments 129 3,102 Total cash, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises cash equivalents and short-term investments 434 5,891 Trade accounts receivable, net 255 606 Prepaid expenses and other current assets 602 1,077 Total current assets 1,291 7,574 Long-term investments - 154 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 3,403 3,831 Other assets 4,125,663 4,649,868 assets, net 62 87 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits$ 4,756 $ 11,646 Current liabilities: Demand noninterest-bearing Trade accounts payable $ 47,279,515 901 $ 36,866,146 Interest checking 739 Accrued liabilities 398 444 Deferred revenue and money market accounts 83,679,745 80,393,133 Savings customer deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 1,018 1,002 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 current liabilities 2,317 2,185 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 portion of deferred rent 22 186 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments 2,339 2,371 Commitment and contingencies (Note 11) - - Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000 shares; Issued and Outstanding: none at December 31 , 2014 and 2013, respectively - - Common stock, $1.25 0.003 par value; Authorized: 20,000,000 80,000 shares; Issued and Outstanding: 5,769 shares authorized; shares issued at both December 31, 2014 and outstanding 7,138,686 and 7,057,755 shares2013, respectively 8,923,357 8,822,194 17 17 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 262,508 262,502 Accumulated other comprehensive income 328,276 786,050 loss (424 ) (154 ) Accumulated deficit (259,435 ) (253,016 ) Treasury stock at cost: 130 shares and 32 shares at December 31, 2014 and 2013, respectively (249 ) (74 ) Total shareholders’ stockholders' equity 27,452,776 27,155,799 2,417 9,275 Total liabilities and shareholders’ stockholders' equity $350,189,865 $329,261,995 The accompanying notes are an integral part $ 4,756 $ 11,646 Revenue $ 4,702 $ 6,679 Cost of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 revenue 2,441 4,474 Gross profit 2,261 2,205 Operating expenses: Sales and marketing 1,690 1,082 Product development and technical operations 4,561 3,557 General and administrative 2,561 3,052 Restructuring charge 30 40 Total operating expenses 8,842 7,731 Loss from operations (6,581 ) (5,526 ) Non-operating income (expense), net Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest 81 198 Interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss(14 ) on sale of securities (16,2729 ) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest (expense), net 95 (12 ) Loss from operations before income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit6,419 ) 523,570 (199,5005,349 ) 531,480 Income tax expense - (7 ) Net income loss $ 1,516,591 (6,419 ) $ 253,331 $ 1,559,819 (5,356 ) Net loss per share - Basic $ 0.22 $ 0.04 $ 0.22 and Diluted $ 0.21 (1.12 ) $ 0.03 (0.93 ) Weighted average shares outstanding used in computing basic and diluted net loss per share 5,709 5,756 Net loss $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 (6,419 ) $ 253,331 $1,559,819 (5,356 ) Other comprehensive income (loss): Unrealized gains Foreign currency translation adjustments (losses) on available for sale securities (761,273177 ) (251,972108 ) Unrealized loss on investments (204,20993 ) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized - Change in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total accumulated other comprehensive loss (457,774270 ) (156,285108 ) Comprehensive loss $ (6,689 ) $ (5,464 ) Balance at December 31, 2012 5,768 $ 17 $ 262,463 $ (46 ) $ (247,660 ) (234,53419 ) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part (48 ) $ 14,726 Common stock issued for employee stock purchase plan 1 - 1 - - - - 1 Stock-based compensation - - 38 - - - - 38 Treasury stock at cost - - - - - (13 ) (26 ) (26 ) Changes in accumulated other comprehensive loss - - - (108 ) - - - (108 ) Net loss - - - - (5,356 ) - - (5,356 ) Balance at December 31, 2013 5,769 $ 17 $ 262,502 $ (154 ) $ (253,016 ) (32 ) $ (74 ) $ 9,275 Stock-based compensation - - 6 - - - - 6 Treasury stock at cost - - - - - (98 ) (175 ) (175 ) Changes in accumulated other comprehensive loss - - - (270 ) - - - (270 ) Net loss - - - - (6,419 ) - - (6,419 ) Balance at December 31, 2014 5,769 $ 17 $ 262,508 $ (424 ) $ (259,435 ) (130 ) $ (249 ) $ 2,417 Cash flows from operating activities: Net loss $ (6,419 ) $ (5,356 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,316 500 Provision for doubtful accounts 55 (20 ) Share-based compensation 6 38 Other non-cash charges 210 42 Deferred rent (164 ) 9 Deferred lease incentive 77 77 Restructuring charge 30 40 Changes in operating assets and liabilities: Trade accounts receivable 296 1,469 Prepaid expenses and other current assets 423 (667 ) Trade accounts payable 132 (688 ) Accrued liabilities (37 ) (874 ) Deferred revenue and customer deposits 16 (145 ) Net cash used in operating activities (4,059 ) (5,575 ) Cash flows from investing activities: Purchase of the consolidated financial statements. 2005 Annual Report to Shareholders Page investments (76 ) (7,928 ) Proceeds from sale of investments 3,202 14,136 Payments for property and equipment (1,026 ) (3,953 ) Net cash provided by investing activities 2,100 2,255 Cash flows from financing activities: Principal payments of capital lease obligations (173 ) (110 ) Proceeds from issuance of common stock - 1 Payments for repurchase of common stock (175 ) (26 ) Net cash used in financing activities (348 ) (135 ) Effect of exchange rate changes on cash and cash equivalents (177 ) (108 ) Decrease in cash and cash equivalents (2,484 ) (3,563 ) Cash and cash equivalents, beginning of period 2,789 6,352 Cash and cash equivalents, end of period $ 305 $ 2,789 Supplemental disclosure of cash flow information: Interest paid $ 14 $ 9 Income taxes paid $ - $ 7 Supplemental disclosure of 58noncash activities: Assets acquired through capital lease obligations $ 164 $ - Change in unrealized gain (loss) on investments $ (93 ) $ -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarleand Stockholders of BioSig Technologies, North Carolina Inc. (a Development Stage Company) We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries BioSig Technologies. Inc. (the “a Development Stage Company”) as of December 31, 2005 2012 and 20042011, and the related consolidated statements of incomeoperations, comprehensive incomestockholders’ deficit, changes in shareholders’ equity and cash flows for each of the years in then ended and for the three-year period ended from February 24, 2009 (date of inception) to December 31, 20052012. These BioSig Technologies, Inc’s management is responsible for these financial statements are the responsibility of the Company’s managementstatements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The company is not required to have, nor were not we engaged to perform perform, an audit of the Company’s its internal control over financial reporting. Our audit audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companycompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries BioSig Technologies, Inc. as of December 31, 2005 2012 and 20042011, and the results of their its operations and their its cash flows for each of the years in then ended and for the three-year period ended from February 24, 2009 (date of inception) to December 31, 2005 2012 in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to Shareholders Page 6 the financial statements, the Company is in the development stage, has incurred losses from operations since its inceptions and has a net stockholders’ deficiency. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of 58 ASSETS this uncertainty. Somerset, New Jersey May 7, 2013, except for note 16 as to which the date is September 11, 2013. Current assets: Cash and due from banks $ 11,438,743 24,237 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises 69,020 Prepaid expenses 33,125 82,118 Capitalized financing costs 212,635 84,167 Total current assets 269,997 235,305 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 30,209 24,752 Other assets 4,125,663 4,649,868 assets: Deposits 25,000 25,000 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits$ 325,206 $ 285,057 Current liabilities: Demand noninterest-bearing Accounts payable and accrued expenses $ 47,279,515 472,882 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits35,725 Advances, related party 27,040 27,040 Note payable, related party 30,000 - Liability to placement agent 94,500 - Dividends payable 117,751 26,892 Total current liabilities 742,173 89,657 Long term liabilities: Deferred rent payable 5,067 5,067 Note payable, related party 218,000 - Convertible bridge notes payable, $225,000 related party 613,812 - Redeemable Series A preferred stock 922,000 922,000 Redeemable Series B preferred stock 887,500 100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-long term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 2,646,379 1,027,067 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments 3,388,552 1,116,724 Commitments and contingencies (Note 11) Stockholders' deficit Preferred stock, $0.001 par value, authorized 1,000,000 shares Common stock, $1.25 0.001 par value: 20,000,000 , authorized 50,000,000 and 10,000,000 shares authorized; shares as of December 31, 2012 and 2011, respectively, 8,166,238 and 8,136,238 issued and outstanding 7,138,686 as of December 31, 2012 and 7,057,755 shares2011, respectively 8,923,357 8,822,194 8,166 8,136 Additional paid-paid in capital 12,409,663 12,043,348 Unearned ESOP compensation 833,647 588,354 Deficit accumulated during development stage (914,0883,905,159 ) (964,9351,428,157 ) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 stockholders' deficit (3,063,346 ) (831,667 ) Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securitiesstockholders' deficit $ 325,206 $ 285,057 Operating expenses: US Treasury 97,997 101,947 50,104 US Government agencies Research and corporations 537,184 438,589 412,570 State development $ 888,948 $ 582,525 $ 1,471,473 General and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 administrative 1,363,007 484,127 2,097,190 Depreciation 10,020 6,795 16,815 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 operating expenses 2,261,975 1,073,447 3,585,478 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(lossloss from operations (2,261,975 ) on sale of securities (16,2721,073,447 ) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 (3,585,478 ) Other income 378,220 560,961 558,412 Total noninterest (expense): Interest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 (expense) (18,286 ) 171 (18,115 ) Financing costs (105,881 ) (77,933 ) (183,814 ) Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income loss before income taxes 2,040,161 53,831 2,091,299 (2,386,142 ) (1,151,209 ) (3,787,407 ) Income taxes (benefit) 523,570 - - - Net loss (199,5002,386,142 ) 531,480 (1,151,209 ) (3,787,407 ) Preferred stock dividend (90,860 ) (26,892 ) (117,752 ) NET LOSS AVAILABLE TO COMMON STOCKHOLDERS’ $ (2,477,002 ) $ (1,178,101 ) $ (3,905,159 ) Net income loss per common share, basic and diluted $ 1,516,591 (0.30 ) $ 253,331 (0.18 ) Weighted average number of common shares outstanding, basic and diluted 8,142,222 6,650,026 Common stock issued to founders 4,000,000 $ 1,559,819 Basic 4,000 - $ 0.22 - $ 0.04 - $ 0.22 Diluted - $ 0.21 - $ 0.03 - $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying 4,000 Common stock issuable to founders - - - - 3,400,000 3,400 - - 3,400 Donated capital - - - - - - 100 - 100 Net loss - - - - - - - (104,584 ) (104,584 ) Balance, December 31, 2009 4,000,000 4,000 - - 3,400,000 3,400 100 (104,584 ) (97,084 ) Proceeds from common stock subscription - - 37,500 30,000 - - - - 30,000 Net loss - - - - - - - (145,472 ) (145,472 ) Balance, December 31, 2010 4,000,000 4,000 37,500 30,000 3,400,000 3,400 100 (250,056 ) (212,556 ) Sale of common stock 153,125 153 (37,500 ) (30,000 ) - - 122,347 - 92,500 Common stock issued for services rendered 408,113 408 - - - - 326,082 - 326,490 Common stock issued for future services 175,000 175 - - - - 139,825 - 140,000 Common stock issued to founders 3,400,000 3,400 - - (3,400,000 ) (3,400 ) - - - Preferred stock dividend - - - - - - - (26,892 ) (26,892 ) Net loss - - - - - - - (1,151,209 ) (1,151,209 ) Balance, December 31, 2011 8,136,238 8,136 - - - - 588,354 (1,428,157 ) (831,667 ) Common stock issued for services rendered 30,000 30 - - - - 59,970 - 60,000 Fair value of vested options - - - - - - 185,323 - 185,323 Preferred stock dividend - - - - - - - (90,860 ) (90,860 ) Net loss - - - - - - - (2,386,142 ) (2,386,142 ) Balance, December 31, 2012 8,166,238 $ 8,166 - $ - $ - $ - $ 833,647 $ (3,905,159 ) $ (3,063,346 ) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to common stockholders $ (2,386,142 ) $ (1,151,209 ) $ (3,787,407 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 10,020 6,795 16,815 Amortization of financing costs 105,881 77,933 183,814 Stock based compensation 314,316 384,372 706,088 Donated capital - - 100 (Increase) in prepaid expenses (20,000 ) - (20,000 ) Increase (Decrease) in accounts payable and accrued expenses 450,969 (158,385 ) 486,694 Decease in accrued expenses, related party - (2,940 ) - Increase in deferred rent payable - 5,067 5,067 Net cash used in operating activities (1,524,956 ) (838,367 ) (2,408,829 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (15,477 ) (31,547 ) (47,024 ) Payment of long term deposit - (25,000 ) (25,000 ) Net cash used in investing activity (15,477 ) (56,547 ) (72,024 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes are an integral part payable, related party 248,000 5,500 275,040 Proceeds from convertible bridge notes payable 600,000 - 600,000 Net proceeds from the sale of Series A preferred stock - 788,400 788,400 Net proceeds from the sale of Series B preferred stock 647,650 71,500 719,150 Proceeds from sale of common stock - 92,500 122,500 Net cash provided by financing activities 1,495,650 957,900 2,505,090 Net (decrease) increase in cash and cash equivalents (44,783 ) 62,986 24,237 Cash and cash equivalents, beginning of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part period 69,020 6,034 - Cash and cash equivalents, end of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 period $ 24,237 $ 69,020 $ 24,237 Supplemental disclosures of 58cash flow information: Cash paid during the period for interest $ - $ - $ - Cash paid during the period for income taxes $ - $ - $ -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Royalite Petroleum Corp Albemarle, North Carolina We have audited reviewed the accompanying consolidated balance sheets sheet of Uwharrie Capital Royalite Petroleum Corp and Subsidiaries (the “Company”an exploration stage company) as of December July 31, 2005 and 2004, 2006 and the related consolidated statements of incomeoperations, comprehensive incomestockholders' equity, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005three months then ended. These interim financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. management of Royalite Petroleum Corp. We conducted our audits review in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards require that we plan and perform of the audit to obtain reasonable assurance about whether Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting taken as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reportingwhole. Accordingly, we do not express no such an opinion. An audit also includes examiningBased on our review, on a test basis, evidence supporting we are not aware of any material modifications that should be made to the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the accompanying interim consolidated financial statements referred for them to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005 be in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the balance sheet of Royalite Petroleum Corp as of April 30, 2006, and the related statements of operations, stockholders’ equity, and cash flows for the period December 2, 2005 Annual Report (date of inception) to Shareholders Page April 30, 2006 (not presented herein); and in our report dated August 25, 2006, we expressed an unqualified opinion on those financial statements which included an explanatory paragraph describing Royalite Petroleum Corp’s ability to continue as a going concern as described in Note 6 to the financial statements. In our opinion, the information set forth in the accompanying balance sheet as of 58 ASSETS April 30, 2006 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. Xxxxx & Company, Certified Public Accountants Westlake Village, California October 17, 2006 Current assets Cash and due from banks $ 11,438,743 - $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises 418,337 Prepaid expense 50,000 - Total current assets 50,000 418,337 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 3,295 3,487 License rights, net 3,000 3,000 Unproven oil and gas properties, full cost method 476,167 288,510 Deposits 3,500 3,500 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 535,962 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 716,834 Current liabilities Bank overdraft $ 59,286 $ - Accounts payable 41,194 25,425 Loan payable - related party 40,294 98,294 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other current liabilities 1,385,754 1,069,057 140,774 123,719 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) 140,774 123,719 Stockholders' equity Common stock, $1.25 0.001 par value: 20,000,000 ; 200,000,000 shares authorized; , 24,960,667 shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 24,961 24,961 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation 764,239 764,239 Accumulated deficit during development stage (914,088394,012 ) (964,935196,085 ) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ stockholders' equity 27,452,776 27,155,799 395,188 593,115 Total liabilities and shareholders’ stockholders' equity $350,189,865 $329,261,995 The accompanying notes are an integral part $ 535,962 $ 716,834 Revenue $ - $ - Operating expenses Oil and gas exploration expenses 73,102 107,192 General and administrative 124,634 286,616 Depreciation and amortization 191 204 Total operating expenses 197,927 394,012 Loss from operations before provision for income taxes (197,927 ) (394,012 ) Income tax benefit - - Net loss (197,927 ) (394,012 ) Loss per common share - basic and diluted: Net loss $ (0.01 ) $ (0.02 ) Weighted average common shares outstanding - Basic and diluted 24,960,667 23,866,403 Balance, December 2, 2005 - $ - $ - $ - $ - Issuance of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time depositscommon stock for cash, $0.001 per share 18,000,000 18,000 - - 18,000 Issuance of common stock for cash, Reg. S - Private Placement, $0.10 per share 2,000,000 2,000 198,000 - 200,000 Issuance of common stock for cash, Reg. D - Private Placement, $0.10 per share 100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 100 9,900 - 10,000 Issuance of common stock for cash, Reg. S - Private Placement, $0.30 per share 1,860,667 1,861 556,339 - 558,200 Issuance of common stock for licensing rights 3,000,000 3,000 - - 3,000 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities loss - - - (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273196,085 ) (251,972196,085 ) Balance, April 30, 2006 24,960,667 24,961 764,239 (196,085 ) 593,115 Net loss - - - (197,927 ) (204,209197,927 ) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gainsBalance, July 31, 2006 24,960,667 24,961 764,239 (394,012 ) recognized 395,188 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (197,927 ) $ (394,012 ) Adjustments to reconcile loss from operating to net cash used in net income 16,272 operating activities: Depreciation and amortization 191 204 Changes in operating assets and liabilities: Other current assets (2,37350,000 ) (128,84553,500 ) Related tax effect Accounts payable and accrued liabilities 15,770 41,195 Net cash used in operating activities (6,273) 915 38,113 Total other comprehensive loss (457,774231,966 ) (156,285406,113 ) CASH FLOW FROM INVESTING ACTIVITIES Cash paid on unproven oil leases (187,657 ) (234,534476,167 ) Comprehensive income $1,058,817 Purchase of fixed assets - (3,500 ) Net cash used in investing activities (187,657 ) (479,667 ) CASH FLOW FROM FINANCING ACTIVITIES Change in bank overdraft 59,286 59,286 Payment on notes payable (58,000 ) (58,000 ) Proceeds from stock issuance - 786,200 Proceeds from borrowings from related party - 40,294 Proceeds from borrowings on loan payable - 58,000 Net cash provided by financing activities 1,286 885,780 NET CHANGE IN CASH (418,337 ) - CASH AT BEGINNING OF YEAR 418,337 - CASH AT END OF PERIOD $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58- $ - SUPPLEMENTAL INFORMATION Interest Paid $ - $ - Income Taxes Paid $ - $ -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina and Shareholders of IDEX Corporation We have audited the accompanying consolidated balance sheets financial statements of Uwharrie Capital Corp IDEX Corporation and its Subsidiaries (the “Company”) as of December 31, 2005 2004 and 2004, 2003 and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the three-year period ended December 31, 2004, management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2004, and the effectiveness of the Company's internal control over financial reporting as of December 31, 2004, and have issued our reports thereon dated February 14, 2005. These ; such consolidated financial statements and reports are included in your 2004 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of IDEX Corporation, listed in Item 15. This financial statement schedule is the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements referred to above present fairlytaken as a whole, presents fairly in all material respectsrespects the information set forth therein. Chicago, the financial position of Uwharrie Capital Corp and Subsidiaries as of Illinois February 14, 2005 IDEX CORPORATION AND SUBSIDIARIES SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 DESCRIPTION BALANCE BEGINNING OF YEAR CHARGED TO COSTS AND EXPENSES(1) DEDUCTIONS(2) OTHER(3) BALANCE END OF YEAR ----------- --------- ----------- ------------- (IN THOUSANDS) -------- ------- Allowance for Doubtful Accounts Year Ended December 31, 2005 and 2004, and the results of their operations and their cash flows : Deducted from assets to which they apply: Allowance for each of the years in the three-year period ended Doubtful Accounts.... $3,794 $ 987 $906 $385 $4,260 Year Ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report 2003: Deducted from assets to Shareholders Page 6 of 58 ASSETS Cash and due which they apply: Allowance for Doubtful Accounts.... 3,089 1,150 565 120 3,794 Year Ended December 31, 2002: Deducted from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available assets to which they apply: Allowance for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58Doubtful Accounts.... 3,375 75 533 172 3,089 ---------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina and Stockholders ASI Holdings Limited We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp ASI Holdings Limited and Subsidiaries (the “Company”) subsidiaries as of December 31, 2005 2009 and 20042008, and the related consolidated statements of incomeoperations, comprehensive incomestockholders’ deficit, changes in shareholders’ equity and cash flows for each of the years in the threetwo-year period ended December 31, 20052009. These ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statements are the responsibility of the Company’s managementstatements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The company is not required to have, nor were not we engaged to perform perform, an audit of the Company’s its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companycompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp ASI Holdings Limited and Subsidiaries subsidiaries as of December 31, 2005 2009 and 20042008, and the results of their its operations and their its cash flows for each of the years in the threetwo-year period ended December 31, 2005 2009 in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to Shareholders Page 6 the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of 58 ASSETS this uncertainty. /s/ Kxxxxx & Company, Inc. Los Angeles, California June ____, 2010 Current Assets : Cash and due from banks cash equivalents $ 11,438,743 90,543 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available 32,870 Accounts receivable, net of allowance for salebad debts 4,767,736 1,291,158 Inventories, net 1,709,107 68,535 Deposits 24,688 14,327 Prepayments 30,780 16,564 Total current assets 6,622,854 1,423,454 Property and equipment, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 cost 39,115 38,217 Less allowance for loan losses : Accumulated depreciation (4,482,30415,466 ) (4,982,8913,184 ) Net loans 271,713,571 258,755,381 Premises Property and equipment, net 8,432,296 8,317,497 Interest 23,648 35,033 Current liabilites: Secured bank overdraft $ 28,923 $ — Short Term Loan 500,000 — Accounts payable 7,684,336 3,202,510 Provision for warranty service 276,362 — Accrued Expenses and other payable 577,825 329,372 Due to bank under factoring agreement 504,368 145,083 Due to Related Parties — 71,837 Total Liabilities 9,571,813 3,748,801 Commitments and Contingencies Stockholders’ Deficit : Common Stock, $0.1282 par value; 6,410 6,410 Other Comprehensive loss (1,063 ) (448 ) Accumulated deficit (2,930,658 ) (2,283,990 ) Total (2,925,311 ) (2,278,028 ) Non controlling interest in subsidiary — (12,287 ) Total Stockholder’s deficit (2,925,311 ) (2,290,315 ) Net revenue $ 20,579,309 $ 7,332,017 Cost of revenue 18,253,473 6,891,229 Gross profit 2,325,836 440,788 Operating expenses : Selling expenses 278,572 59,326 General and administrative 2,602,421 2,772,721 Total operating expenses 2,880,993 2,832,047 Loss from Operations (555,157 ) (2,391,259 ) Other income (expenses) : Total other income (expenses) (113,789 ) (21,354 ) Net Loss from continuing operations (668,945 ) (2,412,613 ) Discontinued Operations : Loss from operations of discontinued operations (including noncontrolling interest) — (4,939 ) Gain on disposal of subsidiary 22,277 — Net Loss (646,668 ) (2,417,552 ) Other Comprehensive Income (loss) : Foreign currency translation loss (615 ) (448 ) Net comprehensive loss $ (647,283 ) $ (2,418,000 ) Balance December 31, 2007 50,000 $ 6,410 $ — $ (9,560 ) $ 133,562 $ 130,412 Foreign currency translation loss (448 ) (448 ) Non controlling interest in subsidiary (2,727 ) (2,727 ) Net loss for the year (2,417,552 ) (2,417,552 ) Balance December 31, 2008 50,000 $ 6,410 $ (448 ) $ (12,287 ) $ (2,283,990 ) $ (2,290,315 ) Foreign currency translation loss (615 ) (615 ) Disposal of subsidiary with noncontrolling interest 12,287 12,287 Net loss for the year (646,668 ) (646,668 ) Balance December 31, 2009 50,000 $ 6,410 $ (1,063 ) $ — $ (2,930,658 ) $ (2,925,311 ) Cash flows from operating activities Net Loss from continuing operations $ (668,945 ) $ (2,412,613 ) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 12,282 3,184 Decrease / (Increase) in current assets: Accounts receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 (3,476,598 ) (1,291,159 ) Inventories (1,640,572 ) (68,535 ) Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,08825,311 ) (964,93526,618 ) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities (Decrease) / Increase in current liabilities: Accounts payable 4,481,827 3,202,509 Warranty service reserve 276,362 — Tax payables 974 1,699 Bank Payable 28,923 — Accrued expenses 427,719 — Other payables (149,355 ) 325,711 Net cash used in operating activities from continuing operations (732,674 ) (265,821 ) Net cash used in operative activities of entity disposed (1,228 ) (665 ) Net cash provided by operating activities (733,902 ) (266,486 ) Acquisition of plant, property, and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part equipment (897 ) (38,217 ) Net cash used in investing activities from continuing operations (897 ) (38,217 ) Net cash provided by investing activities of the consolidated financial statements 2005 Annual Report entity disposed — 19,938 Net cash used in investing activities (897 ) (18,279 ) Proceeds from (repayment of) installment loan 859,285 145,083 Payments to Shareholders Page 7 related parties — 199 Proceeds from (payments to) related parties (38,509 ) — Net cash provided by financing activities from continuing operations 820,776 145,282 Net cash provided by (used in) financing activities of 58 entity disposed (33,328 ) 86,710 Net cash provided by financing activities 787,448 231,992 Effect of exchange rate change on cash and cash equivalents 5,024 51,239 Net increase in cash and cash equivalents 57,673 (1,535 ) Cash and cash equivalents, beginning balance 32,870 34,405 Cash and cash equivalents, ending balance $ 90,543 $ 32,870 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 paid $ 239,483 $ 14,294 Income taxes (benefit) 523,570 (199,500) 531,480 Net income paid $ 1,516,591 - $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie New Harvest Capital Corp Albemarle, North Carolina Corporation We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of incomeoperations, comprehensive income, changes in shareholders’ ' equity and cash flows for each of the years in the three-year period ended December 31April 30, 20052004. These financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these financial statements based on our auditsaudit. We conducted our audits audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows of New Harvest Capital Corporation for each of the years in the three-year period ended December 31April 30, 2005 2004 in conformity with accounting principles United States generally accepted in the United States of Americaaccounting principles. 2005 Annual Report to Shareholders Page 6 of 58 ASSETS GXXXXXXXX GXXXX KXXXXXX LLP New York, New York August 6, 2004 Current Assets Cash and due from banks Cash Equivalents $ 11,438,743 139,556 Current Liabilities Accounts Payable and Accrued Expenses $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 1,800 Total assets Current Liabilities 1,800 Stockholders' Equity Preferred Stock - $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 .0001 par value: 20,000,000 , 5,000,000 shares authorized; no shares issued and outstanding - Common Stock - $.0001 par value, 300,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 136,959,999 13,696 Additional paid-Paid in capital 12,409,663 12,043,348 Unearned ESOP compensation Capital 592,984 Accumulated Deficit (914,088468,924 ) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 Stockholders' Equity 137,756 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 statements. Revenues Interest $ 798 $ 746 Operating Expenses General & Administrative Expenses 9,470 38,664 Total Operating Expenses 9,470 38,664 Net Income (Loss) $ (8,672 ) $ (37,918 ) Net loss per weighted average number of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale Common Shares $ - $ - Weighted average number of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 Common Shares outstanding 130,659,999 128,559,999 The accompanying notes are an integral part of the consolidated financial statements. Balance at May 1, 2003 - $ - 128,559,999 $ 12,856 $ 574,324 $ (422,334 ) Net Loss for the Year (37,918 ) Balance at April 30, 2004 - - 128,559,999 12,856 574,324 (460,252 ) Issuance of Common Stock for Services 8,400,000 840 18,660 Net Loss for the Year (8,672 ) Balance at April 30, 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 - $ 253,331 $1,559,819 Other comprehensive income - 136,959,999 $ 13,696 $ 592,984 $ (loss): Unrealized gains (losses468,924 ) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (8,672 ) $ (37,918 ) Adjustments to Shareholders Page 9 Reconcile Net Loss to Net Cash Used for Operating Activities: Increase (Decrease) in Accounts Payable & Accruals (1,200 ) 16,285 Net Cash Used for Operations (9,872 ) (21,633 ) Net Decrease in Cash (9,872 ) (21,633 ) Cash at Beginning of 58Year 149,428 171,061 Cash at End of Year $ 139,556 $ 149,428 SCHEDULE OF NONCASH ACTIVITIES: Common Stock Issued for Services $ 19,500 The accompanying notes are an integral part of the financial statements. NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES New Harvest Capital Corporation was organized under the laws of the state of Delaware on August 29, 1985. The Company is currently engaged in the activity of searching for and investigating business opportunities (see Note 2-Subsequent Events).

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina and Stockholders of We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries (the “Company”) Americas Wind Energy Inc. as of December July 31, 2005 2005, and 2004, and the related consolidated statements of incomeoperations, comprehensive incomestockholders' deficit, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December July 31, 2005 and 2004 and cumulative from inception (July 29, 2002) through July 31, 2005. These financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinionmisstatements. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries Americas Wind Energy Inc. as of December July 31, 2005 2005, and 2004, and the results of their its operations and their its cash flows for each of the years in the three-year period ended December July 31, 2005 and 2004 and cumulative from inception (July 29, 2002) through July 31, 2005, in conformity with accounting principles generally accepted in the United States States. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company is in the development stage, has been experiencing recurring losses, and has insufficient working capital to meet its planned business operations. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of Americathis uncertainty. May 29, 2006 Balance Sheets July 31, 2005, and 2004 (Expressed in U.S. Dollars) 2005 Annual Report 2004 Cash $ 35,179 $ 6,603 Accounts receivable and other 33 101,182 Goods and Services Tax receivable 20,018 4,880 Total Current Assets 55,230 112,665 Investment in Emergya Wind Technologies B.V. (note 3) 737,916 - Advances to Shareholders Page 6 Emergya Wind Technologies B.V. (note 3) - 748,092 Equipment, Net (note 4) 7,479 9,838 Intangible Asset (note 5) 1,780,385 1,639,375 Total Assets $ 2,581,010 $ 2,509,970 Accounts payable and accrued liabilities $ 146,707 $ 100,093 Due to stockholders (note 6) 108,692 32,299 Current portion of 58 ASSETS Cash long-term loan (note 7) 1,179,787 - Total Current Liabilities 1,435,186 132,392 Due to Emergya Wind Technologies B.V. (note 7) 359,855 1,623,838 Due to Digital Predictive Systems Inc. (note 8) 1,421,552 1,165,975 Total Long-Term Debt 1,781,407 2,789,813 Total Liabilities 3,216,593 2,922,205 Commitments and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses Contingencies (4,482,304note 12) Capital Stock (note 9) 65 64 Accumulated Other Comprehensive Income 59,464 39,063 Accumulated Deficit During the Development Stage (695,112) (4,982,891451,362) Total Stockholders' Deficit (635,583) (412,235) Total Liabilities and Stockholders' Deficit $ 2,581,010 $ 2,509,970 Statements of Operations For the Years Ended July 31, 2005, and 2004, and Cumulative from Inception (July 29, 2002) through July 31, 2005 (Expressed in U.S. Dollars) 2005 2004 2005 Revenue $ - $ 640,840 $ 640,840 Cost of Sales - 891,975 891,975 Gross Loss - (251,135) (251,135) General and administrative 141,894 130,492 286,003 Professional fees - - 3,334 Consulting fees - - 1,563 Telephone and internet - - 856 Bank charges - - 53 Depreciation 3,160 1,725 4,885 Total Expenses 145,054 132,217 296,694 Loss from Operations (145,054) (383,352) (547,829) Other income 37,396 26,218 63,614 Interest expense (136,092) (74,805) (210,897) Total Other Expenses (98,696) (48,587) (147,283) Net loans 271,713,571 258,755,381 Premises Loss (243,750) (431,939) (695,112) Foreign currency translation adjustment 20,401 40,306 59,464 Total Comprehensive Loss $ (223,349) $ (391,633) $ (635,648) Loss per Share - Basic and equipmentDiluted $ 2.39 $ 4.32 Basic and Diluted 101,836 100,000 Statements of Stockholders' Deficit From Inception (July 29, 2002) Through July 31, 2005 (Expressed in U.S. Dollars) Stock issued at inception at July 29, 2002 $0.001 per share 100,000 $ 64 $ - $ - $ 64 Foreign currency translation adjustment - - (1,243) - (1,243) Net loss for the year - - - (19,423) (19,423) Balance, July 31, 2003 100,000 $ 64 $ (1,243) $ (19,423) $ (20,602) Foreign currency translation adjustment - - 40,306 - 40,306 Net loss for the year - - - (431,939) (431,939) Balance, July 31, 2004 100,000 $ 64 $ 39,063 $ (451,362) $ (412,235) Shares issued for cash on August 2004 - $0.0005 per share 2,000 1 - - 1 Foreign currency translation adjustment - - 20,401 - 20,401 Net loss for the year - - - (243,750) (243,750) Statements of Cash Flows For the Years Ended July 31, 2005, 2004 and Cumulative from Inception (July 29, 2002) Through July 31, 2005 Expressed in U.S. Dollars Net loss $ (243,750) $ (431,939) $ (695,112) Adjustments to reconcile net 8,432,296 8,317,497 Interest loss to net cash provided by (used in) operating activities: Depreciation 3,160 1,725 4,885 Accrued interest 98,902 48,899 147,801 Changes in operating assets and liabilities Accounts receivable 1,525,366 1,273,777 Federal Home Loan Bank and other 101,149 (101,111) (33) Work in progress - 69,369 - GST receivable (15,138) (4,880) (20,018) Due to stockholders 67,024 32,300 99,324 Net cash (used in) provided by operating activities 11,347 (385,637) (463,153) Purchase of capital assets (1,007) (11,563) (12,570) Net cash used in investing activities (1,007) (11,563) (12,570) Advances to Emergya Wind Technologies B.V. (19,761) (737,239) (757,000) Repayment to Emergya Wind Technologies B.V. (55,760) - (55,760) Advances from Digital Predictive Systems Inc. 26,753 1,090,690 1,117,443 Accounts payable and accrued liabilities 46,602 (123,909) 146,693 Issuance of common stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits1 - 65 Net cash provided by (used in) financing activities (2,165) 229,542 451,441 Effect of Exchange Rate Change on Cash 20,401 40,306 59,461 Net Increase in Cash 28,576 127,352 35,179 Cash - beginning of year 6,603 133,955 - Cash - end of year $ 35,179 $ 6,603 $ 35,179 The Company had cash flows arising from interest and income taxes paid as follows: Demand noninterest-bearing Cash paid for interest $ 47,279,515 - $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies - $ - Cash paid for income taxes $ - $ - $ - Supplemental Information (Note note 11) Common stockNotes to Financial Statements July 31, $1.25 par value: 20,000,000 shares authorized; shares issued 2005, and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-2004 (Expressed in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58U.S. Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarleand Stockholders of Novo Integrated Sciences, North Carolina Inc. We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp Novo Integrated Sciences, Inc and Subsidiaries (collectively “the “Company”) as of December August 31, 2005 and 20042018, and the related consolidated statements of income, operations and comprehensive incomeloss, changes in shareholdersstockholders’ equity deficit, and cash flows for each of the years in the three-year period ended December 31, 2005then ended. These financial statements are the responsibility of the The Company’s managementmanagement is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We The Company is not required to have, nor were not we engaged to perform perform, an audit of the Company’s its internal control over financial reporting. Our audit audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companycompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Uwharrie Capital Corp and Subsidiaries Novo Integrated Sciences, Inc. as of December August 31, 2005 and 20042018, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31then ended, 2005 in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report NVS Chartered Accountants Professional Corporation Markham, Ontario November 6, 2018 To the Board of Directors and Stockholders of Novo Integrated Sciences, Inc. We have audited the accompanying consolidated balance sheet of Novo Integrated Sciences, Inc and Subsidiaries (collectively “the Company”) as of August 31, 2017, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the year then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to Shareholders Page 6 express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of 58 ASSETS the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Novo Integrated Sciences, Inc. as of August 31, 2017 , and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Denver, Colorado December 6, 2017 Current Assets: Cash and due from banks cash equivalents $ 11,438,743 675,705 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale1,896,572 Accounts receivable, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises net 1,337,545 1,128,898 Other receivables, current portion 393,821 372,024 Prepaid expenses and other current assets 161,838 252,536 Total current assets 2,568,909 3,650,030 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 400,321 302,951 Other receivables, net of current portion 57,352 - Acquisition deposits 1,112,404 1,162,009 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 604,113 399,400 TOTAL ASSETS $ 4,743,099 $ 5,514,390 Current Liabilities: Accounts payable $ 1,307,599 $ 1,703,342 Accrued expenses 383,998 341,657 Accrued interest (principally to related parties) 156,121 403,119 Due to related parties 1,116,261 1,812,613 Notes payable, current portion 382,350 13,171 Total assets $350,189,865 $329,261,995 current liabilities 3,346,329 4,273,902 Debentures, related parties 1,224,000 5,114,327 Notes payable, net of current portion - 414,351 TOTAL LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments 4,570,329 9,802,580 Commitments and contingencies (Note 11) Common - - Novo Integrated Sciences, Inc. Convertible Preferred stock, ; $1.25 0.001 par value: 20,000,000 ; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding 7,138,686 at August 31, 2018 and 7,057,755 shares2017 Common stock; $0.001 par value; 499,000,000 shares authorized; 207,881,743 and 201,837,254 shares issued and outstanding at August 31, respectively 8,923,357 8,822,194 2018 and 2017 207,882 201,837 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 10,053,683 3,381,643 Other comprehensive income 1,139,815 1,240,844 Accumulated deficit (11,199,989 ) (9,091,977 ) Total Novo Integrated Sciences, Inc. stockholders’ equity (deficit) 201,391 (4,267,653 ) Noncontrolling interest (28,621 ) (20,537 ) Total stockholders’ equity (deficit) 172,770 (4,288,190 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 4,743,099 $ 5,514,390 Revenues $ 8,894,464 $ 7,963,045 Cost of revenues 5,471,376 4,985,715 Gross profit 3,423,088 2,977,330 Operating expenses: Selling expenses 109,295 59,026 General and administrative expenses 4,883,221 3,031,348 Total operating expenses 4,992,516 3,090,374 Income (loss): Unrealized gains ) from operations (losses) on available for sale securities (761,2731,569,428 ) (251,972113,044 ) Non operating income (expense) Interest income 16,702 34,139 Interest expense (564,467 ) (204,209554,657 ) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net Total other income 16,272 (2,373expense) (128,845547,765 ) Related (520,518 ) Loss before income taxes (2,117,193 ) (633,562 ) Income tax effect expense - 111,702 Net loss $ (6,2732,117,193 ) 915 38,113 Total other comprehensive $ (745,264 ) Net loss attributed to noncontrolling interest (9,181 ) (6,880 ) Net loss attributed to Novo Integrated Sciences, Inc. $ (2,108,012 ) $ (738,384 ) Comprehensive loss: Net loss (457,7742,117,193 ) (156,285745,264 ) Foreign currency translation gain (loss) (234,534101,029 ) (36,605 ) Comprehensive income $1,058,817 loss: $ 97,046 $1,325,285 (2,218,222 ) $ (781,869 ) Weighted average common shares outstanding - basic and diluted 207,568,978 177,675,415 Net loss per common share - basic and diluted $ (0.01 ) $ (0.00 ) Balance, August 31, 2016 167,797,406 $ 92 $ - $ 1,277,449 $ (8,353,593 ) $ (7,076,052 ) $ (12,668 ) $ (7,088,720 ) Common stock issued in connection with reverse merger transaction 22,751,307 190,457 (183,553 ) - - 6,904 - 6,904 Common stock issued for cash 11,288,541 11,288 3,375,272 - - 3,386,560 - 3,386,560 Offering costs - - (62,504 ) - - (62,504 ) - (62,504 ) Fair value of vested stock options - - 252,428 - - 252,428 - 252,428 Foreign currency translation loss - - - (36,605 ) - (36,605 ) (989 ) (37,594 ) Net loss - - - - (738,384 ) (738,384 ) (6,880 ) (745,264 ) Balance, August 31, 2017 201,837,254 201,837 3,381,643 1,240,844 (9,091,977 ) (4,267,653 ) (20,537 ) (4,288,190 ) Common stock issued for cash 25,104 25 15,539 - - 15,564 - 15,564 Common stock issued for acquisition 384,110 384 232,771 - - 233,155 - 233,155 Common stock issued for conversion of debt 12,452,356 12,453 5,110,446 - - 5,122,899 - 5,122,899 Cancellation of common stock previously issued (6,817,081 ) (6,817 ) 6,817 - - - - - Fair value of vested stock options - - 1,274,931 - - 1,274,931 - 1,274,931 Fair value of modification of stock option terms - - 31,536 - - 31,536 - 31,536 Foreign currency translation loss - - - (101,029 ) (101,029 ) 1,097 (99,932 ) Net loss - - - - (2,108,012 ) (2,108,012 ) (9,181 ) (2,117,193 ) Balance, August 31, 2018 207,881,743 $ 207,882 $ 10,053,683 $ 1,139,815 $ (11,199,989 ) $ 201,391 $ (28,621 ) $ 172,770 Net loss $ (2,117,193 ) $ (745,264 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 73,447 67,776 Fair value of vested stock options 1,274,931 252,428 Expense associated with modified stock option terms 31,536 - Changes in operating assets and liabilities: Accounts receivable (263,152 ) (289,316 ) Prepaid expenses and other current assets 23,244 (84,161 ) Accounts payable (331,870 ) (412,877 ) Accrued expenses 58,328 89,937 Accrued interest 316,228 310,790 Net cash used in operating activities (934,501 ) (810,687 ) Purchase of furniture and equipment (178,626 ) (38,238 ) Deposit paid for acquisition - (1,101,639 ) Amounts loaned for other receivables (38,604 ) - Cash acquired in reverse merger transaction - 12,249 Repayments of other receivables - 378,098 Net cash provided by (used in) investing activities (217,230 ) (749,530 ) Advances (repayments) to related parties (20,141 ) (85,063 ) Proceeds from the sale of common stock 15,564 3,386,560 Offering cost paid - (62,504 ) Payments on notes payable (6,997 ) (131,454 ) Net cash used in financing activities (11,574 ) 3,107,539 Effect of exchange rate changes on cash and equivalents (57,562 ) 238,935 NET DECREASE IN CASH AND CASH EQUIVALENTS (1,220,867 ) 1,786,257 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,896,572 110,315 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 675,705 $ 1,896,572 Interest $ 240,366 $ 186,618 Income taxes $ - $ - Note payable issued for purchase of assets $ - $ 375,450 Novo Integrated Sciences, Inc. (“Novo Integrated”) was incorporated in Delaware on November 27, 2000, under the name Turbine Truck Engines, Inc. On February 20, 2008, the Company was re-domiciled to the State of Nevada. Effective July 12, 2017, the Company’s name was changed to Novo Integrated Sciences, Inc. When used herein, the terms the “Company,” “we,” “us” and “our” refer to Novo Integrated and its consolidated subsidiaries. The accompanying notes Company delivers multi-disciplinary primary healthcare to over 400,000 patients annually through our 16 corporate-owned clinics and a contracted network of 88 affiliate clinics and 234 eldercare centric homes located across Canada. Our team of practitioners and staff are an integral part trained for assessment, diagnosis, treatment, pain management, rehabilitation and primary prevention. Our specialized services and products include physiotherapy, chiropractic care, occupational therapy, eldercare, laser therapeutics, massage therapy, acupuncture, chiropody, neurological functions, kinesiology, concussion management and baseline testing, women’s pelvic health, sports medicine therapy, assistive devices and private personal training. We do not provide primary care medical services, none of our employees practices primary care medicine, and our services do not require a medical or nursing license. Since inception and through May 9, 2017, our activities and business operations were limited to raising capital, organizational matters and the implementation of our business plan related to research, development, testing and commercialization of various alternative energy technologies. On April 25, 2017 (the “Effective Date”), we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between (i) Novo Integrated; (ii) NHL, (iii) ALMC-ASAP Holdings Inc. (“ALMC”); (iv) Mxxxxxx Xxxxxx Family Trust (the “MGFT”); (v) 1218814 Ontario Inc. (“1218814”) and (vi) Mxxxxxx Xxxxxx Physiotherapy Professional Corp. (“MGPP,” and together with ALMC, MGFT and 1218814, the “NHL Shareholders”). Pursuant to the terms of the consolidated Share Exchange Agreement, Novo Integrated agreed to acquire from the NHL Shareholders all of the shares of both common and preferred stock of NHL, held by the NHL Shareholders, in exchange for the issuance by Novo Integrated to the NHL Shareholders of shares of Novo Integrated’s common stock, such that following the closing of the Share Exchange Agreement, the NHL Shareholders would own 167,797,406 restricted shares Novo Integrated common stock, representing 85% of the issued and outstanding Novo Integrated common stock, calculated including all granted and issued options or warrants to acquire Novo Integrated common stock as of the Effective Date, but to exclude shares of Novo Integrated common stock that are subject to a then-current Regulation S offering that was undertaken by Novo Integrated (the “Exchange”). On May 9, 2017, the Exchange closed and, as a result, NHL became a wholly owned subsidiary of Novo Integrated. The Exchange was accounted for as a reverse acquisition under the purchase method of accounting since NHL obtained control of Novo Integrated Sciences, Inc. Accordingly, the Exchange was recorded as a recapitalization of NHL, with NHL being treated as the continuing entity. The historical financial statementsstatements presented are the financial statements of NHL. 2005 Annual Report The Share Exchange Agreement was treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the closing date of the Exchange, the net assets of the legal acquirer, Novo Integrated Sciences, Inc., were $6,904. On May 9, 2017, our Board of Directors determined, in connection with the closing of the Exchange, to Shareholders Page 9 change our fiscal year end from December 31 to August 31 but did not memorialize such determination in writing. On July 17, 2017, the Board ratified and memorialized in writing its May 9, 2017 determination regarding the change in fiscal year end. On April 1, 2017, NHL purchased assets of 58Apka Health to expand our community OT services. On December 1, 2017, NHL acquired substantially all of the assets of Executive Fitness Leaders, with operations located in Oxxxxx Xxxxxxx Xxxxxx, entered into an Asset Purchase Agreement, pursuant to which NHL acquired substantially all of the assets of Executive Fitness Leaders in exchange for the issuance by Novo Integrated of 384,110 restricted shares of its common stock.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders Stockholders and Board of Directors Uwharrie Capital Corp Albemarleof LookSmart Group, North Carolina Inc. We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries LookSmart Group, Inc. (the “"Company”") as of December 31, 2005 2014 and 20042013, and the related consolidated statements of incomeoperations, comprehensive incomeloss, changes in shareholders’ equity stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2005then ended. These consolidated financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We The Company is not required to have, nor were not we engaged to perform perform, an audit of the Company’s its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Uwharrie Capital Corp and Subsidiaries LookSmart Group, Inc. as of December 31, 2005 2014 and 20042013, and the consolidated results of their its operations and their its cash flows for each of the years in the three-year period then ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 15, the Company has recurring losses, has negative working capital and cash in operating activities, which raise substantial doubt about its ability to Shareholders Page 6 continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 15. The financial statements do not include any adjustments that might result from the outcome of 58 ASSETS this uncertainty. /s/ Axxxxx Xxxx & Co. LLP New York, New York May 4, 2015 (In thousands, except par value) Current assets: Cash and due from banks cash equivalents $ 11,438,743 305 $ 11,449,899 Interest2,789 Short-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for saleterm investments 129 3,102 Total cash, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises cash equivalents and short-term investments 434 5,891 Trade accounts receivable, net 255 606 Prepaid expenses and other current assets 602 1,077 Total current assets 1,291 7,574 Long-term investments - 154 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 3,403 3,831 Other assets 4,125,663 4,649,868 assets, net 62 87 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits$ 4,756 $ 11,646 Current liabilities: Demand noninterest-bearing Trade accounts payable $ 47,279,515 901 $ 36,866,146 Interest checking 739 Accrued liabilities 398 444 Deferred revenue and money market accounts 83,679,745 80,393,133 Savings customer deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 1,018 1,002 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 current liabilities 2,317 2,185 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 portion of deferred rent 22 186 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments 2,339 2,371 Commitment and contingencies (Note 11) - - Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000 shares; Issued and Outstanding: none at December 31 , 2014 and 2013, respectively - - Common stock, $1.25 0.003 par value; Authorized: 20,000,000 80,000 shares; Issued and Outstanding: 5,769 shares authorized; shares issued at both December 31, 2014 and outstanding 7,138,686 and 7,057,755 shares2013, respectively 8,923,357 8,822,194 17 17 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 262,508 262,502 Accumulated other comprehensive income 328,276 786,050 loss (424 ) (154 ) Accumulated deficit (259,435 ) (253,016 ) Treasury stock at cost: 130 shares and 32 shares at December 31, 2014 and 2013, respectively (249 ) (74 ) Total shareholders’ stockholders' equity 27,452,776 27,155,799 2,417 9,275 Total liabilities and shareholders’ stockholders' equity $350,189,865 $329,261,995 The accompanying notes are an integral part $ 4,756 $ 11,646 Revenue $ 4,702 $ 6,679 Cost of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 revenue 2,441 4,474 Gross profit 2,261 2,205 Operating expenses: Sales and marketing 1,690 1,082 Product development and technical operations 4,561 3,557 General and administrative 2,561 3,052 Restructuring charge 30 40 Total operating expenses 8,842 7,731 Loss from operations (6,581 ) (5,526 ) Non-operating income (expense), net Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest 81 198 Interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss(14 ) on sale of securities (16,2729 ) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest (expense), net 95 (12 ) Loss from operations before income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit6,419 ) 523,570 (199,5005,349 ) 531,480 Income tax expense - (7 ) Net income loss $ 1,516,591 (6,419 ) $ 253,331 $ 1,559,819 (5,356 ) Net loss per share - Basic $ 0.22 $ 0.04 $ 0.22 and Diluted $ 0.21 (1.12 ) $ 0.03 (0.93 ) Weighted average shares outstanding used in computing basic and diluted net loss per share 5,709 5,756 Net loss $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 (6,419 ) $ 253,331 $1,559,819 (5,356 ) Other comprehensive income (loss): Unrealized gains Foreign currency translation adjustments (losses) on available for sale securities (761,273177 ) (251,972108 ) Unrealized loss on investments (204,20993 ) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized - Change in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total accumulated other comprehensive loss (457,774270 ) (156,285108 ) Comprehensive loss $ (6,689 ) $ (5,464 ) Balance at December 31, 2012 5,768 $ 17 $ 262,463 $ (46 ) $ (247,660 ) (234,53419 ) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part (48 ) $ 14,726 Common stock issued for employee stock purchase plan 1 - 1 - - - - 1 Stock-based compensation - - 38 - - - - 38 Treasury stock at cost - - - - - (13 ) (26 ) (26 ) Changes in accumulated other comprehensive loss - - - (108 ) - - - (108 ) Net loss - - - - (5,356 ) - - (5,356 ) Balance at December 31, 2013 5,769 $ 17 $ 262,502 $ (154 ) $ (253,016 ) (32 ) $ (74 ) $ 9,275 Stock-based compensation - - 6 - - - - 6 Treasury stock at cost - - - - - (98 ) (175 ) (175 ) Changes in accumulated other comprehensive loss - - - (270 ) - - - (270 ) Net loss - - - - (6,419 ) - - (6,419 ) Balance at December 31, 2014 5,769 $ 17 $ 262,508 $ (424 ) $ (259,435 ) (130 ) $ (249 ) $ 2,417 Cash flows from operating activities: Net loss $ (6,419 ) $ (5,356 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,316 500 Provision for doubtful accounts 55 (20 ) Share-based compensation 6 38 Other non-cash charges 210 42 Deferred rent (164 ) 9 Deferred lease incentive 77 77 Restructuring charge 30 40 Changes in operating assets and liabilities: Trade accounts receivable 296 1,469 Prepaid expenses and other current assets 423 (667 ) Trade accounts payable 132 (688 ) Accrued liabilities (37 ) (874 ) Deferred revenue and customer deposits 16 (145 ) Net cash used in operating activities (4,059 ) (5,575 ) Cash flows from investing activities: Purchase of the consolidated financial statements. 2005 Annual Report to Shareholders Page investments (76 ) (7,928 ) Proceeds from sale of investments 3,202 14,136 Payments for property and equipment (1,026 ) (3,953 ) Net cash provided by investing activities 2,100 2,255 Cash flows from financing activities: Principal payments of capital lease obligations (173 ) (110 ) Proceeds from issuance of common stock - 1 Payments for repurchase of common stock (175 ) (26 ) Net cash used in financing activities (348 ) (135 ) Effect of exchange rate changes on cash and cash equivalents (177 ) (108 ) Decrease in cash and cash equivalents (2,484 ) (3,563 ) Cash and cash equivalents, beginning of period 2,789 6,352 Cash and cash equivalents, end of period $ 305 $ 2,789 Supplemental disclosure of cash flow information: Interest paid $ 14 $ 9 Income taxes paid $ - $ 7 Supplemental disclosure of 58noncash activities: Assets acquired through capital lease obligations $ 164 $ - Change in unrealized gain (loss) on investments $ (93 ) $ -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina and Stockholders Taiyuan Rongan Business Trading Limited Company We have audited the accompanying consolidated balance sheets sheet of Uwharrie Capital Corp Taiyuan Rongan Business Trading Limited Company and Subsidiaries (the “Company”) subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, comprehensive incomestockholders' equity, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 20052005 and 2004. These consolidated financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these consolidated financial statements based on our auditsaudit. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Uwharrie Capital Corp Taiyuan Rongan Business Trading Limited Company and Subsidiaries subsidiaries as of December 31, 2005 and 20042005, and the results of their its consolidated operations and their its cash flows for each of the years in the three-year period ended December 31, 2005 and 2004 in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report KABANI & COMPANY, INC. CERTIFIED PUBLIC ACCOUNTANTS Los Angeles, California October 20, 2006 Cash & cash equivalents $ 2,785,558 Other receivable, net 16,591 Advances to Shareholders Page 6 of 58 suppliers 32,260 Loan to employees, net 576,871 Loan to related parties, net 636,546 Loan to others, net 5,223,981 Prepaid expenses 87,908 Total current assets 9,359,715 PROPERTY AND EQUIPMENT, NET 43,178,610 CONSTRUCTION IN PROGRESS 24,783 LONG TERM INVESTMENT 5,383 INTANGIBLE ASSETS, NET 9,681,120 TOTAL ASSETS Cash $ 62,249,610 Accounts payable $ 5,993,738 Tax payable 4,390,621 Customer deposit 1,557,337 Other payable 1,687,695 Accrued expenses 577,495 Loan from bank 2,396,230 Loan from employee 2,745,148 Loan from others 2,474,507 Loan from related parties 1,226,405 Deferred income - current 7,127,327 Total current liabilities 30,176,502 DEFERRED INCOME - NON CURRENT 18,069,750 Total liabilities 48,246,253 Stockholders' capital 2,080,979 Minority interest 3,230,641 Retained earnings 8,399,025 Translation gain 292,712 Total stockholders' equity 14,003,357 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 62,249,610 RENTAL REVENUE $ 7,943,921 $ 7,236,578 OTHER REVENUE 5,204,950 4,582,523 Total net revenue 13,148,871 11,819,101 General and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses administrative expenses 7,098,416 2,547,258 Financial expenses (4,482,304income) (4,982,891650,351) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 3,534,764 Total operating expenses 6,448,065 6,082,022 INCOME FROM OPERATIONS 6,700,806 5,737,079 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 income 295,532 456,639 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies expenses (Note 11) Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088185,056) (964,935657,933) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive Interest expense (697,173) (1,283,132) Total non-operating expenses (586,696) (1,484,426) NET INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 6,114,109 4,252,653 PROVISION FOR INCOME TAXES (1,824,482) (1,283,132) INCOME BEFORE MINORITY INTERESTS 4,289,627 2,969,521 MINORITY INTEREST (1,025,221) - NET INCOME 3,264,406 2,969,521 Foreign currency translation adjustment 292,712 - COMPREHENSIVE INCOME $ 3,557,118 $ 2,969,521 Balance at December 31, 2002 - $ - $ - $ - $ - $ 1,237,056 $ 1,237,056 Additional Paid in Capital - - 1,210,000 - - - 1,210,000 Net income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities for the year ended December 31, 2003 - - - - - 2,540,623 2,540,623 Balance at December 31, 2003 - - 1,210,000 - - 3,777,679 4,987,679 Additional Paid in Capital - - 1,270,500 - - - 1,270,500 Net income for the year ended December 31, 2004 - - - - - 2,969,521 2,969,521 Balance at December 31, 2004 - - 2,480,500 - - 6,747,200 9,227,700 Additional Paid in Capital - - 193,318 - - - 193,318 Net income for the year ended December 31, 2005 - - - - - 4,289,627 4,289,627 Translation Gain - - - 292,712 - - 292,712 Reclassification and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements adjustments to minority interest - - (592,840) - 3,230,641 (2,637,802) - Balance at December 31, 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 - $ - $ 2,080,979 $ 292,712 $ 3,230,641 $ 8,399,025 $ 14,003,357 Net income $ 1,516,591 3,264,406 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report 2,969,521 Adjustments to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,243,739 770,973 Minority interest 1,025,221 - Bad debt expense (income) (622,933) 3,534,764 Decrease in current assets: Other comprehensive receivable (138,721) (12,218) Advances to suppliers (31,774) - Prepaid expenses (86,583) - Long term investment (5,302) - Interest receivable on loans 819,500 (456,639) Increase (decrease) in liabilities: Accounts payable 142,458 4,743,754 Tax payable 1,916,861 Deposit from customer 571,845 1,305,737 Accrued Expenses (365,983) 688,435 Deferred income (loss): Unrealized gains (losses) on available for sale securities (761,2736,173,606) (251,9726,435,161) Net cash provided by operating activities 1,559,129 7,109,166 Purchase of fixed assets (24,409) (204,20911,433,121) Related tax effect 293,500 97,145 60,407 Reclassification Proceeds from disposal of losses(gainsfixed assets 3,906,521 - Acquisition of intangible assets - (239,580) recognized in net income 16,272 Loans receivable from others (2,3732,179,394) (128,8451,587,841) Related tax effect Loans receivable from related parties (6,273) 915 38,113 Total other comprehensive loss (457,7741,459,489) (156,2851,581,184) Payments to (proceeds from) loans receivable from employees (364,566) 1,123,783 Net cash used in investing activities (121,337) (234,53413,717,943) Comprehensive income $1,058,817 Proceeds from loans from bank 1,993,988 - Proceeds from loans from others 865,369 439,133 Proceeds from (payments to) loans from employees (543,439) 2,003,346 Proceeds from (payments to) related parties (2,185,452) 2,995,875 Capital contribution 195,274 1,270,500 Net cash provided by financing activities 325,738 6,708,854 EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS 46,739 - NET INCREASE IN CASH & CASH EQUIVALENTS 1,810,269 100,077 CASH & CASH EQUIVALENTS, BEGINNING BALANCE 975,289 875,212 CASH & CASH EQUIVALENTS, ENDING BALANCE $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 582,785,558 $ 975,289

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and The Board of Directors Uwharrie Capital Corp Albemarle, North Carolina and Stockholders of Xxxx Corporation: We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp Xxxx Corporation and Subsidiaries (the “Company”) subsidiaries as of December July 31, 2005 2010 and 20042009, and the related consolidated statements of incomeoperations, comprehensive incomestockholders’ investment, changes in shareholders’ equity and cash flows for each of the three years in the three-year period ended December July 31, 20052010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Uwharrie Capital Corp Xxxx Corporation and Subsidiaries as of December subsidiaries at July 31, 2005 2010 and 20042009, and the consolidated results of their operations and their cash flows for each of the three years in the three-year period ended December July 31, 2005 2010, in conformity with accounting principles U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Xxxx Corporation’s internal control over financial reporting as of July 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission and our report dated October 12, 2010 expressed an unqualified opinion thereon. /s/ ERNST & YOUNG LLP Dallas, Texas October 12, 2010 The Board of Directors and Stockholders of Xxxx Corporation: We have audited Xxxx Corporation’s internal control over financial reporting as of July 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (the COSO criteria). Xxxx Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of Americainternal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. 2005 Annual Report We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to Shareholders Page 6 provide reasonable assurance regarding the reliability of 58 ASSETS Cash financial reporting and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits the preparation of financial statements for external purposes in accordance with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Xxxx Corporation maintained, in all material respects, effective internal control over financial reporting as of July 31, 2010, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Xxxx Corporation and subsidiaries as of July 31, 2010 and 2009, and the related consolidated statements of operation, stockholders’ investment, and cash flows for saleeach of the three years in the period ended July 31, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses 2010 of Xxxx Corporation and our report dated October 12, 2010 expressed an unqualified opinion thereon. /s/ ERNST & YOUNG LLP Dallas, Texas October 12, 2010 Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,616,305 $1,779,744 $2,138,041 Cost and expenses: Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802,172 948,572 1,089,553 Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . 846,205 934,249 991,772 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . 50,005 58,947 60,244 Other charges (4,482,304gains) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,370 46,940 (10,700) Operating (loss) earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (115,447) (4,982,891208,964) 7,172 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,657 10,399 12,364 Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,564) — (3,500) Loss before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (124,540) (219,363) (1,692) Income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . (28,750) (53,015) 4,761 Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . (95,790) (166,348) (6,453) Earnings (loss) from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,118 (23,155) 7,084 Net loans 271,713,571 258,755,381 Premises (loss) earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (93,672) $ (189,503) $ 631 Basic net (loss) earnings per common share: Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . $ (2.99) $ (5.21) $ (0.15) Earnings (loss) from discontinued operations . . . . . . . . . . . . . 0.07 (0.73) 0.16 Net (loss) earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . $ (2.92) $ (5.94) $ 0.01 Diluted net (loss) earnings per common share: Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . $ (2.99) $ (5.21) $ (0.15) Earnings (loss) from discontinued operations . . . . . . . . . . . . . 0.07 (0.73) 0.16 Net (loss) earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . $ (2.92) $ (5.94) $ 0.01 Weighted average number of common shares outstanding: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,062 31,899 42,361 Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,062 31,899 42,476 Current Assets: Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173,359 238,138 Goodwill 987,436 987,436 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98,388 94,605 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,668 29,480 Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,652 51,532 Current Liabilities: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284,684 310,500 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179,369 190,347 Commitments and contingencies (Note 11) Stockholders’ Investment: Common stock, par value $1.25 par value: 20,000,000 0.01, 150,000 shares authorized; 54,732 shares issued issued; 32,107 and 31,969 shares outstanding 7,138,686 at July 31, 2010 and 7,057,755 shares2009, respectively 8,923,357 8,822,194 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488 488 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,645 147,348 Accumulated other comprehensive income 328,276 786,050 . . . . . . . . . . . . . . . . . . . . . . . . 48,440 37,307 Accumulated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564,010 657,682 Treasury stock, at cost, 22,625 and 22,763 shares at July 31, 2010 and 2009, 773,583 842,825 respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (465,563) (469,032) Total shareholdersstockholders’ equity 27,452,776 27,155,799 investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,020 373,793 Total liabilities and shareholdersstockholders’ equity investment . . . . . . . . . . . . . . . . . . . $350,189,865 1,160,381 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities1,230,972 Cash Flows From Operating Activities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains ) earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (losses93,672) on available for sale securities $ (761,273189,503) $ 631 Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,005 58,947 60,244 Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 (61,014) (251,97214,573) Loss on retirements of property and equipment . . . . . . . . . . . . . . . . 1,005 2,663 3,477 Impairment of property and equipment . . . . . . . . . . . . . . . . . . . . . 29,944 23,786 1,902 Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . 3,380 684 683 Gain on warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,315) — — Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5,020 — Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,865 5,713 4,406 Change in vacation policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (12,609) (204,209Earnings) Related tax effect 293,500 97,145 60,407 Reclassification loss from discontinued operations . . . . . . . . . . . . . . . . . . (2,118) 23,155 (7,084) Conversion of losses(gainspaid in kind interest to Senior Secured Term Loan . . . . 1,703 — — Changes in assets and liabilities: Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,374 53,184 71,137 Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,103 53,759 (1,298) recognized in net income 16,272 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,071 2,807 2,505 Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . 24,226 1,583 (2,37334,496) Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,288) 21,911 59,623 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . 52,322 2,695 134,548 Cash Flows From Investing Activities: Payments for property and equipment . . . . . . . . . . . . . . . . . . . . . . (14,650) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,77428,357) (156,28585,137) Purchase of available-for-sale investments . . . . . . . . . . . . . . . . . . . . (2,959) (234,53422,721) Comprehensive income $1,058,817 (10,448) Proceeds from sales of available-for-sale investments . . . . . . . . . . . . 2,409 25,779 8,251 Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . (15,200) (25,299) (87,334) Cash Flows From Financing Activities: Borrowings under revolving credit agreement . . . . . . . . . . . . . . . . . 4,465,100 5,107,150 3,630,800 Payments on revolving credit agreement . . . . . . . . . . . . . . . . . . . . . (4,610,600) (5,122,955) (3,531,801) Proceeds from Senior Secured Term Loan . . . . . . . . . . . . . . . . . . . . 150,000 — — Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,523) — — Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . — 6,211 1,992 Excess tax benefit on stock options exercised . . . . . . . . . . . . . . . . . . — 158 53 Purchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (326,694) Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . (21,023) (9,436) (225,650) Cash Flows From Discontinued Operations: Net cash used in operating activities of discontinued operations . . . . . . (15,395) — (21,593) Net cash provided by investing activities of discontinued operations . . . . — — 225,052 Net cash (used in) provided by discontinued operations . . . . . . . . . . . . (15,395) — 203,459 Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . 544 (4,315) 161 Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . 1,248 (36,355) 25,184 Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . 24,987 61,342 36,158 Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 5826,235 $ 24,987 $ 61,342

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and The Board of Directors Uwharrie Capital Corp Albemarle, North Carolina and Unitholders Antero Midstream Partners LP: We have audited the accompanying combined consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries Antero Midstream Partners LP (“the “CompanyPartnership”) and its accounting predecessor as of December 31, 2005 2013 and 2004, 2014 and the related combined consolidated statements of incomeoperations and comprehensive income (loss), comprehensive incomepartners’ capital, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 20052014. These combined consolidated financial statements are the responsibility of the CompanyPartnership’s management. Our responsibility is to express an opinion on these combined consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp Antero Midstream Partners LP and Subsidiaries its accounting predecessor as of December 31, 2005 2013 and 20042014, and the results of their operations and their cash flows for each of the years in the three-year period then ended December 31, 2005 in conformity with accounting principles U.S. generally accepted accounting principles. As discussed in Note 1 to the United States consolidated combined financial statements of AmericaAntero Midstream Partners LP, the balance sheets, and the related consolidated combined statements of operations, partners’ capital, and cash flows have been prepared on a combined basis of accounting. 2005 Annual Report to Shareholders Page 6 of 58 ASSETS Denver, Colorado October 9, 2015 Current assets: Cash and due from banks cash equivalents $ 11,438,743 — $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 230,192 Accounts receivable—affiliate 6,426 31,563 Accounts receivable—third party — 5,574 Prepaid expenses — 518 Total current assets 6,426 267,847 Property and equipment: Gathering and compressions systems 580,800 1,180,707 Water handling systems 229,627 421,012 Less allowance for loan losses accumulated depreciation (4,482,30417,097 ) (4,982,89170,124 ) Net loans 271,713,571 258,755,381 Premises Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 793,330 1,531,595 Other assets 4,125,663 4,649,868 assets, net 8,581 17,168 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits$ 808,337 $ 1,816,610 Current liabilities: Demand noninterest-bearing Accounts payable $ 47,279,515 7,872 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 13,021 Accounts payable—affiliate — 1,380 Accrued capital expenditures 56,941 49,974 Accrued ad valorem tax 1,994 5,862 Accrued liabilities 2,188 9,254 Other time deposits 67,445,605 52,860,046 current liabilities 1,219 357 Total deposits 273,975,832 246,938,760 Shortcurrent liabilities 70,214 79,848 Long-term borrowed funds 7,903,628 11,062,392 liabilities Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 — 115,000 Other liabilities 1,385,754 1,069,057 6,062 859 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies 76,276 195,707 Contingencies (Note 119) Partners’ capital: Common stock, $1.25 par value: 20,000,000 shares authorized; shares units - public (46,000,000 units issued and outstanding 7,138,686 outstanding) — 1,090,037 Common units - Antero (29,940,957 units issued and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in outstanding) — 71,665 Subordinated units - Antero (75,940,957 units issued and outstanding) — 180,757 General partner — 278,444 Total partners’ capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 — 1,620,903 Parent net investment 732,061 — Total shareholders’ equity 27,452,776 27,155,799 capital 732,061 1,620,903 Total liabilities and shareholderspartners’ equity capital $ 808,337 $ 1,816,610 Revenue: Gathering and compression—affiliate $ 647 $ 22,363 $ 95,746 Water handling—affiliate — 35,871 162,283 Water handling—third party — — 8,245 Total revenue 647 58,234 266,274 Operating expenses: Direct operating 698 7,871 48,821 General and administrative (including $350,189,865 24,349 and $329,261,995 The accompanying notes are an integral part 11,618 of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 equity-based compensation in 2013 and 2014, respectively) 2,977 34,065 30,366 Depreciation 1,679 14,119 53,029 Total operating expenses 5,354 56,055 132,216 Operating income (loss) (4,707 ) 2,179 134,058 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 8 164 6,183 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other (loss) and comprehensive income (loss): Unrealized gains ) $ (losses4,715 ) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized $ 2,015 $ 127,875 Net income attributable to Antero Midstream Partners LP subsequent to IPO 29,656 Less: General partner’s interest in net income 16,272 subsequent to IPO (2,37322,234 ) Limited partners’ interest in net income subsequent to IPO $ 7,422 Net income attributable to Antero Midstream Partners LP subsequent to IPO per limited partner unit (128,845basic and diluted) Related tax effect Common units $ 0.05 Subordinated units $ 0.05 Weighted average number of limited partner units outstanding (6,273) 915 38,113 Total other basic and diluted): Common units 75,940,957 Subordinated units 75,940,957 Balance at December 31, 2011 $ — $ — $ — $ — $ 29,002 $ 29,002 Net loss and comprehensive loss (457,7744,715 ) (156,2854,715 ) Deemed contribution from parent, net 120,610 120,610 Balance at December 31, 2012 — — — — 144,897 144,897 Net income and comprehensive income — — — — 2,015 2,015 Deemed contribution from parent, net — — — — 560,800 560,800 Equity-based compensation — — — — 24,349 24,349 Balance at December 31, 2013 — — — — 732,061 732,061 Net income and comprehensive income — — — — 98,219 98,219 Deemed distribution to parent, net — — — — (5,375 ) (234,5345,375 ) Comprehensive Equity-based compensation — — — — 8,696 8,696 Balance at November 10, 2014 (prior to IPO) — — — — 833,601 833,601 Allocation of net investment to unitholders — 163,458 414,587 255,556 (833,601 ) — Net proceeds from IPO 1,087,224 — — — — 1,087,224 Distribution to Antero — (94,023 ) (238,477 ) — — (332,500 ) Net income $1,058,817 and comprehensive income 2,248 1,463 3,711 22,234 — 29,656 Equity-based compensation 565 767 936 654 — 2,922 Balance at December 31, 2014 $ 97,046 $1,325,285 The accompanying notes are an integral part 1,090,037 $ 71,665 $ 180,757 $ 278,444 $ — $ 1,620,903 Cash flows provided by (used in) operating activities: Net income (loss) $ (4,715 ) $ 2,015 $ 127,875 Adjustment to reconcile net income (loss) to net cash provided by operating activities: Depreciation 1,679 14,119 53,029 Equity-based compensation — 24,349 11,618 Amortization of deferred financing costs — — 135 Changes in assets and liabilities: Accounts receivable—affiliate (126 ) (6,267 ) (29,988 ) Accounts receivable—third party — — (5,574 ) Prepaid expenses — — (518 ) Accounts payable — — 863 Accounts payable—affiliate — — 1,059 Accrued liabilities (74 ) 4,029 10,934 Net cash provided by (used in) operating activities (3,236 ) 38,245 169,433 Cash flows used in investing activities: Additions to property and equipment—Gathering and compression (115,267 ) (389,340 ) (553,582 ) Additions to property and equipment—Water handling (2,080 ) (200,256 ) (200,116 ) Change in working capital of affiliate related to property and equipment — — (40,277 ) Change in other assets — (8,581 ) (3,530 ) Net cash used in investing activities (117,347 ) (598,177 ) (797,505 ) Cash flows provided by financing activities: Deemed contribution from (distribution to) parent, net 120,610 560,800 (5,375 ) Net proceeds from initial public offering — — 1,087,224 Distribution to Antero — — (332,500 ) Borrowings on bank credit facility — — 625,000 Repayments on bank credit facility — — (510,000 ) Payments of deferred financing costs — — (4,871 ) Payments on capital lease obligations (27 ) (868 ) (1,214 ) Net cash provided by financing activities 120,583 559,932 858,264 Net increase in cash and cash equivalents — — 230,192 Cash and cash equivalents, beginning of period — — — Cash and cash equivalents, end of period $ — $ — $ 230,192 Supplemental disclosure of cash flow information: Cash paid during the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 period for interest $ 8 $ 164 $ 5,864 Supplemental disclosure of 58noncash investing activities: Increase in accrued capital expenditures and accounts payable for property and equipment $ 32,538 $ 29,852 $ 37,596

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina of GATX Financial Corporation We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp GATX Financial Corporation and Subsidiaries (the “Company”) subsidiaries as of December 31, 2005 2006 and 20042005, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity shareholder's equity, cash flows, and cash flows comprehensive income for each of the three years in the three-year period ended December 31, 20052006. These financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Uwharrie Capital Corp GATX Financial Corporation and Subsidiaries as of subsidiaries at December 31, 2005 2006 and 20042005, and the consolidated results of their operations and their cash flows for each of the three years in the three-year period ended December 31, 2005 2006, in conformity with accounting principles U.S. generally accepted accounting principles. We also have audited, in accordance with the United States of America. 2005 Annual Report to Shareholders Page 6 of 58 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part standards of the consolidated Public Company Accounting Oversight Board (United States), the effectiveness of GATX Financial Corporation's internal control over financial statements 2005 Annual Report to Shareholders Page 7 reporting as of 58 Interest Income LoansDecember 31, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits2006, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges based on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale criteria established in Internal Control -- Integrated Framework issued by the Committee of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part Sponsoring Organizations of the consolidated financial statementsXxxxxxxx Commission and our report dated March 1, 2007 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Chicago, Illinois March 1, 2007 GATX FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31 --------------------- 2006 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58--------- --------- IN MILLIONS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina FFD Financial Corporation We have audited the accompanying consolidated balance sheets statements of Uwharrie Capital Corp and Subsidiaries (the “Company”) financial condition of FFD Financial Corporation as of December 31June 30, 2005 2004 and 20042003, and the related consolidated statements of incomeearnings, comprehensive income, changes in shareholders’ ' equity and cash flows for each of the three years in the three-year period ended December 31June 30, 20052004. These consolidated financial statements are the responsibility of the Company’s Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries FFD Financial Corporation as of December 31June 30, 2005 2004 and 20042003, and the results of their its operations and their its cash flows for each of the three years in the three-year period ended December 31June 30, 2005 2004, in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report to Shareholders Page 6 of 58 /s/ Grant Thornton LLP Cinxxxxxxx, Xxxx September 3, 2004 FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 2004 and 2003 (In thousands, except share data) ASSETS 2004 2003 Cash and due from banks $ 11,438,743 1,999 $ 11,449,899 1,845 Interest-earning bearing deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities in other financial institutions 8,821 10,398 --------- --------- Cash and cash equivalents 10,820 12,243 Investment securities designated as available for salesale - at market 4,402 1,502 Mortgage-backed securities designated as available for sale - at market 630 832 Mortgage-backed securities held to maturity - at amortized cost, approximate market value of $411 and $687 as of June 30, 2004 and 2003, respectively 395 651 Loans receivable - net 114,288 114,199 Loans held for sale - at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises lower of cost or market 217 1,767 Real estate acquired through foreclosure -- 161 Office premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 equipment - at depreciated cost 2,028 2,134 Stock in Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other - at cost 2,047 1,967 Accrued interest receivable 381 386 Prepaid expenses and other assets 4,125,663 4,649,868 275 244 Prepaid federal income taxes 409 322 --------- --------- Total assets $350,189,865 $329,261,995 $ 135,892 $ 136,408 ========= ========= LIABILITIES Deposits: Demand noninterest-bearing AND SHAREHOLDERS' EQUITY Deposits $ 47,279,515 105,446 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest 104,351 Advances from the Federal Home Loan Bank 12,669 13,891 Accrued interest payable 368,850 301,930 97 96 Other liabilities 1,385,754 1,069,057 719 935 Deferred federal income taxes 223 217 --------- --------- Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 119,154 119,490 Commitments -- -- Shareholders' equity Preferred stock - authorized 1,000,000 shares without par value: 20,000,000 shares authorized; no shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 -- -- Common stock - authorized 5,000,000 shares without par or stated value; 1,454,750 shares issued -- -- Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation 7,910 7,889 Retained earnings - restricted 12,385 12,202 Accumulated comprehensive income (914,088loss); unrealized gains (losses) on securities designated as available for sale, net of related tax effects (66) 8 Shares acquired by stock benefit plans (444) (964,935559) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Less 266,757 and 241,753 treasury shares at June 30, 2004 and 2003, respectively - at cost (3,047) (2,622) --------- --------- Total shareholders’ ' equity 27,452,776 27,155,799 16,738 16,918 --------- --------- Total liabilities and shareholders’ ' equity $350,189,865 $329,261,995 $ 135,892 $ 136,408 ========= ========= The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS Year ended June 30, 2004, 2003 and 2002 (In thousands, except per share data) 2004 2003 2002 Interest income Loans $ 6,043 $6,373 $ 7,406 Mortgage-backed securities 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 99 388 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 securities 132 109 14 Interest-earning bearing deposits with banks and federal funds sold 302,088 98,985 26,380 other 127 177 197 ------- ------ ------- Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 6,360 6,758 8,005 Interest expense Deposits 1,899 2,382 3,118 Borrowings 588 584 775 ------- ------ ------- Total interest expense 6,629,667 4,734,096 4,605,956 2,487 2,966 3,893 ------- ------ ------- Net interest income 12,530,932 11,171,827 9,990,936 3,873 3,792 4,112 Provision for loan losses 755,000 2,091,500 593,000 on loans 25 131 150 ------- ------ ------- Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 loans 3,848 3,661 3,962 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) income Gain on sale of loans 354 908 220 Loss on sale of real estate acquired through foreclosure (7) -- -- Gain on sale of mortgage-backed securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 designated as available for sale -- -- 67 Other operating 269 130 249 ------- ------ ------- Total other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries 616 1,038 536 General, administrative and employee other expense Employee compensation and benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 1,537 1,252 1,249 Occupancy and equipment 391 387 285 Franchise taxes 210 191 150 Data processing costs 843,514 809,938 805,118 285 269 320 Other noninterest operating 1,000 1,034 808 ------- ------ ------- Total general, administrative and other expense 3,959,640 4,026,370 3,638,784 3,423 3,133 2,812 ------- ------ ------- Earnings before income taxes 1,041 1,566 1,686 Federal income taxes Current 311 520 598 Deferred 43 14 (25) ------- ------ ------- Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before federal income taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income 354 534 573 ------- ------ ------- NET EARNINGS $ 1,516,591 687 $1,032 $ 253,331 $ 1,559,819 1,113 ======= ====== ======= EARNINGS PER SHARE Basic $ 0.22 .59 $ 0.04 .88 $ 0.22 .94 ======= ====== ======= Diluted $ 0.21 .58 $ 0.03 .86 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 .92 ======= ====== ======= The accompanying notes are an integral part of the consolidated financial these statements. 2005 Annual Report to Shareholders Page 8 of 58 FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year ended June 30, 2004, 2003 and 2002 (In thousands) 2004 2003 2002 Net Income $1,516,591 earnings $ 253,331 $1,559,819 687 $ 1,032 $ 1,113 Other comprehensive income (loss): ), net of tax: Unrealized holding gains (losses) on available for sale securities during the period, net of taxes (761,273benefits) of $(38), $(5) and $4 in 2004, 2003 and 2002, respectively (74) (251,97211) 8 Reclassification adjustment for realized gains included in earnings, net of taxes of $23 in 2002 -- -- (204,20944) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) ----- ------- ------- Comprehensive income $1,058,817 $ 97,046 $1,325,285 613 $ 1,021 $ 1,077 ===== ======= ======= Accumulated comprehensive income (loss) $ (66) $ 8 $ 19 ===== ======= ======= The accompanying notes are an integral part of the consolidated financial these statements. 2005 Annual Report to Shareholders Page 9 FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended June 30, 2004, 2003 and 2002 (In thousands, except per share data) Unrealized gains (losses) Shares on securities acquired by Additional designated stock Treasury Common paid-in Retained as available benefit shares- stock capital earnings for sale plans at cost Total Balance at July 1, 2001 $ -- $ 7,861 $ 10,962 $ 55 $ (852) $ (1,422) $ 16,604 Net earnings for the year ended June 30, 2002 -- -- 1,113 -- -- -- 1,113 Purchase of 58treasury shares -- -- -- -- -- (936) (936) Amortization expense of stock benefit plans -- 16 -- -- 175 -- 191 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (36) -- -- (36) Exercise of stock options -- (16) -- -- -- 67 51 Dividends of $.375 per share -- -- (446) -- -- -- (446) -------- -------- -------- ------ -------- -------- -------- Balance at June 30, 2002 -- 7,861 11,629 19 (677) (2,291) 16,541 Net earnings for the year ended June 30, 2003 -- -- 1,032 -- -- -- 1,032 Purchase of treasury shares -- -- -- -- -- (380) (380) Amortization expense of stock benefit plans -- 39 -- -- 118 -- 157 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (11) -- -- (11) Exercise of stock options -- (11) -- -- -- 49 38 Dividends of $.395 per share -- -- (459) -- -- -- (459) -------- -------- -------- ------ -------- -------- -------- Balance at June 30, 2003 -- 7,889 12,202 8 (559) (2,622) 16,918 Net earnings for the year ended June 30, 2004 -- -- 687 -- -- -- 687 Purchase of treasury shares -- -- -- -- (769) (769) Amortization expense of stock benefit plans -- 51 -- -- 115 -- 166 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (74) -- -- (74) Exercise of stock options -- (30) -- -- -- 344 314 Dividends of $.415 per share -- -- (504) -- -- -- (504) -------- -------- -------- ------ -------- -------- -------- Balance at June 30, 2004 $ -- $ 7,910 $ 12,385 $ (66) $ (444) $ (3,047) $ 16,738 ======== ======== ======== ====== ======== ======== ======== FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended June 30, 2004, 2003 and 2002 (In thousands)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarleand Stockholders of Triton Resources , North Carolina Inc. (An Exploration Stage Company) We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries Triton Resources , Inc. (the “An Exploration Stage Company”) as of December October 31, 2005 and 2004October 31, 2004 and the related consolidated statements of incomeoperations, comprehensive income, changes in shareholderscash flows and stockholders’ equity for the year ended October 31, 2005 and cash flows for each the period from May 18, 2004 (Date of Inception) to October 31, 2004 and accumulated for the years in the three-year period ended December from May 18, 2004 (Date of Inception) to October 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above above, present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries Triton Resources , Inc. (An Exploration Stage Company) as of December October 31, 2005 and October 31, 2004, and the results of their its operations and their its cash flows for each of the years in the three-year period ended December October 31, 2005 and for the period from May 18, 2004 (Date of Inception) to October 31, 2004 and accumulated for the period from May 18, 2004 (Date of Inception) to October 31, 2005, in conformity with accounting principles generally accepted in the United States States. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues and has accumulated losses since inception and will need additional equity financing to begin realizing its business plan. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of Americathis uncertainty. 2005 Annual Report CHARTERED ACCOUNTANTS Vancouver, Canada January 10, 2006 (An Exploration Stage Company) Balance Sheets (Expressed in US dollars) ASSETS Current Assets Cash 46,539 73,261 Prepaid expenses 11 – Total Assets 46,550 73,261 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable 7,235 – Accrued liabilities 4,500 4,250 Due to Shareholders Page 6 of 58 ASSETS Cash related parties (Note 3(b)) – 82 Total Liabilities 11,735 4,332 Contingencies and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for saleCommitments (Notes 1 and 4) Stockholders’ Equity Common Stock, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits975,000,000 s hares authorized, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 0.001 par value: 20,000,000 shares authorized; value 70,200,000 shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 (Note 5) 70,200 70,200 Additional paid-Paid in capital 12,409,663 12,043,348 Unearned ESOP compensation Capital 2,800 2,800 Donated Capital (914,088Note 3(a)) 13,775 4,775 Accumulated Other Comprehensive Income (Note 7) 2,304 3,000 Deficit Accumulated During the Exploration Stage (Note 7) (964,93554,264 ) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive (11,846 ) Total Stockholders’ Equity 34,815 68,929 Total Liabilities and Stockholders’ Equity 46,550 73,261 (An Exploration Stage Company) Statements of Operations (Expressed in US dollars) Revenue – – – Expenses Donated services (Note 3(a)) 8,750 6,000 2,750 General and administrative 8,478 7,919 559 Mineral property costs (Note 4) 4,646 2,384 2,262 Professional fees 28,520 23,620 4,900 Donated rent (Note 3(a)) 4,375 3,000 1,375 Interest income 328,276 786,050 (505 ) (505 ) – Total shareholders’ equity 27,452,776 27,155,799 Total Expenses 54,264 42,418 11,846 Net Loss (54,264 ) (42,418 ) (11,846 ) Other Comprehensive Income (Loss) Foreign currency translation 2,304 (696 ) 3,000 Comprehensive Loss (51,960 ) (43,114 ) (8,846 ) Net Loss Per Share – Basic and Diluted – – Weighted Average Shares Outstanding 70,200,000 49,270,000 (An Exploration Stage Company) Statements of Cash Flows (Expressed in US dollars) Operating Activities Net loss (54,264 ) (42,418 ) (11,846 ) Adjustments to reconcile net loss to cash Donated rent and services 13,775 9,000 4,775 Change in operating assets and liabilities (Increase) in prepaid expenses (11 ) (11 ) – Increase in accounts payable and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part accrued liabilities 11,735 7,485 4,250 Net Cash Used in Operating Activities (28,765 ) (25,944 ) (2,821 ) Financing Activities Advances from (repayments to) related party – (82 ) 82 Proceeds from issuance of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 common stock 73,000 – 73,000 Net Cash Flows Provided by (Used in) Financing Activities 73,000 (82 ) 73,082 Effect of 58 exchange rate changes on cash 2,304 (696 ) 3,000 Increase (Decrease) in Cash 46,539 (26,722 ) 73,261 Cash - Beginning of Period – 73,261 – Cash - End of Period 46,539 46,539 73,261 Supplemental Disclosures Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 paid – – – Income taxes paid – – – (benefitAn Exploration Stage Company) 523,570 Statement of Stockholders’ Equity For the Period from May 18, 2004 (199,500Date of Inception) 531,480 to October 31, 2005 (Expressed in US dollars) Balance – May 18, 2004 (Date of Inception) – – – – – – – Issuance of common shares for cash – at $.00008 per share 39,000,000 39,000 (36,000 ) – – – 3,000 at $.0008 per share 16,250,000 16,250 (3,750 ) – – – 12,500 at $.004 per share 14,950,000 14,950 42,550 – – – 57,500 Foreign currency translation adjustment – – – – 3,000 – 3,000 Donated rent and services – – – 4,775 – – 4,775 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of loss for the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income period – – – – – (loss): Unrealized gains (losses) on available for sale securities (761,27311,846 ) (251,97211,846 ) Balance – October 31, 2004 70,200,000 70,200 2,800 4,775 3,000 (11,846 ) 68,929 Foreign currency translation adjustment – – – – (696 ) – (696 ) Donated services and expenses – – – 9,000 – – 9,000 Net loss for the period – – – – (42,418 ) (204,20942,418 ) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gainsBalance – October 31, 2005 70,200,000 70,200 2,800 13,775 2,304 (54,264 ) recognized in net income 16,272 34,815 (2,373An Exploration Stage Company) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of Notes to the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58Financial Statements October 31, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina and Stockholders of Duke Energy Corporation: We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp Duke Energy Corporation and Subsidiaries subsidiaries (the “Company”Duke Energy) as of December 31, 2005 and 2004, and the related consolidated statements of incomeoperations, common stockholders’ equity, and comprehensive incomeincome (loss), changes in shareholders’ equity and cash flows for each of the three years in the three-year period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the CompanyDuke Energy’s management. Our responsibility is to express an opinion on these the financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the such consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries as of Duke Energy at December 31, 2005 and 2004, and the results of their its operations and their its cash flows for each of the three years in the three-year period ended December 31, 2005 2005, in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report Also, in our opinion, such financial statement schedule, when considered in relation to Shareholders Page 6 the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in Note 1, Duke Energy adopted the provisions of 58 ASSETS Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” as of July 1, 2003. As discussed in Note 1, Duke Energy adopted the provisions of Emerging Issues Task Force No. 02-3, “Accounting for Contracts Involved in Energy Trading and Risk Management Activities,” as of January 1, 2003. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Duke Energy’s internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission and our report dated March 3, 2006 expressed an unqualified opinion on management’s assessment of the effectiveness of Duke Energy’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. DELOITTE & TOUCHE LLP Charlotte, North Carolina March 3, 2006 (December 8, 2006 as to the segment change described in Note 3 and the references to subsequent events in Note 24) Non-regulated electric, natural gas, natural gas liquids, and other $ 7,661 $ 12,232 $ 10,088 Regulated electric 5,406 5,041 4,851 Regulated natural gas and natural gas liquids 3,679 3,276 3,082 Total operating revenues 16,746 20,549 18,021 Natural gas and petroleum products purchased 6,279 10,156 8,479 Operation, maintenance and other 3,553 3,317 3,496 Fuel used in electric generation and purchased power 1,584 1,576 1,465 Depreciation and amortization 1,728 1,750 1,675 Property and other taxes 571 513 499 Impairments and other charges 140 64 1,219 Impairment of goodwill — — 254 Total operating expenses 13,855 17,376 17,087 Gains on Sales of Investments in Commercial and Multi-Family Real Estate 191 192 84 Gains (Losses) on Sales of Other Assets, net 534 (404 ) (199 ) Operating Income 3,616 2,961 819 Equity in earnings of unconsolidated affiliates 479 161 123 Gains (Losses) on sales and impairments of equity method investments 1,225 (4 ) 279 Other income and expenses, net 96 148 148 Total other income and expenses 1,800 305 550 Interest Expense 1,062 1,281 1,330 Minority Interest Expense 538 200 62 Earnings (Loss) From Continuing Operations Before Income Taxes 3,816 1,785 (23 ) Income Tax Expense (Benefit) from Continuing Operations 1,283 533 (94 ) Income From Continuing Operations 2,533 1,252 71 (Loss) Income From Discontinued Operations, net of tax (705 ) 238 (1,232 ) Income (Loss) Before Cumulative Effect of Change in Accounting Principle 1,828 1,490 (1,161 ) Cumulative Effect of Change in Accounting Principle, net of tax and minority interest (4 ) — (162 ) Net Income (Loss) 1,824 1,490 (1,323 ) Dividends and Premiums on Redemption of Preferred and Preference Stock 12 9 15 Earnings (Loss) Available For Common Stockholders $ 1,812 $ 1,481 $ (1,338 ) Weighted-average shares outstanding Basic 934 931 903 Diluted 970 966 904 Earnings per share (from continuing operations) Basic $ 2.69 $ 1.33 $ 0.06 Diluted $ 2.61 $ 1.29 $ 0.06 (Loss) Earnings per share (from discontinued operations) Basic $ (0.75 ) $ 0.26 $ (1.36 ) Diluted $ (0.73 ) $ 0.25 $ (1.36 ) Earnings (Loss) per share (before cumulative effect of change in accounting principle) Basic $ 1.94 $ 1.59 $ (1.30 ) Diluted $ 1.88 $ 1.54 $ (1.30 ) Earnings (Loss) per share Basic $ 1.94 $ 1.59 $ (1.48 ) Diluted $ 1.88 $ 1.54 $ (1.48 ) Dividends per share $ 1.17 $ 1.10 $ 1.10 Cash and due from banks cash equivalents $ 11,438,743 511 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 533 Short-term borrowed investments 632 1,319 Receivables (net of allowance for doubtful accounts of $127 at December 31, 2005 and $135 at December 31, 2004) 2,580 3,184 Inventory 863 942 Assets held for sale 1,528 40 Unrealized gains on mark-to-market and hedging transactions 87 962 Other 1,756 938 Total current assets 7,957 7,918 Investments in unconsolidated affiliates 1,933 1,292 Nuclear decommissioning trust funds 7,903,628 11,062,392 1,504 1,374 Goodwill 3,775 4,148 Notes receivable 138 232 Unrealized gains on mark-to-market and hedging transactions 62 1,379 Assets held for sale 3,597 84 Investments in residential, commercial and multi-family real estate (net of accumulated depreciation of $17 at December 31, 2005 and $15 at December 31, 2004) 1,281 1,128 Other 2,743 1,949 Total investments and other assets 15,033 11,586 Cost 40,574 46,806 Less accumulated depreciation and amortization 11,374 13,000 Net property, plant and equipment 29,200 33,806 Deferred debt expense 269 297 Regulatory assets related to income taxes 1,338 1,269 Other 926 894 Total regulatory assets and deferred debits 2,533 2,460 Total Assets $ 54,723 $ 55,770 Accounts payable $ 2,431 $ 2,414 Notes payable and commercial paper 83 68 Taxes accrued 327 273 Interest accrued 230 287 Liabilities associated with assets held for sale 1,488 30 Current maturities of long-term debt 1,400 1,832 Unrealized losses on mark-to-market and hedging transactions 204 819 Other 2,255 1,779 Total current liabilities 8,418 7,502 Long-term Debt 14,547 16,932 Deferred income taxes 5,253 5,228 Investment tax credit 144 154 Unrealized losses on mark-to-market and hedging transactions 10 971 Liabilities associated with assets held for sale 2,085 14 Asset retirement obligations 2,058 1,926 Other 5,020 4,982 Total deferred credits and other liabilities 14,570 13,275 Minority Interests 749 1,486 Preferred and preference stock without sinking fund requirements — 134 Common stock, no par, 2 billion shares authorized; 928 million and 957 million shares outstanding at December 31, 2005 and December 31, 2004, respectively 10,388 11,252 Retained earnings 5,335 4,539 Accumulated other comprehensive income 716 650 Total common stockholders' equity 16,439 16,441 Total Liabilities and Common Stockholders' Equity $ 54,723 $ 55,770 Net income (loss) $ 1,824 $ 1,490 $ (1,323 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization (including amortization of nuclear fuel) 1,884 2,037 1,987 Cumulative effect of change in accounting principle 4 — 162 Gains on sales of investments in commercial and multi-family real estate (191 ) (201 ) (103 ) Gains on sales of equity investments and other assets (1,646 ) (193 ) (86 ) Impairment charges 36 194 3,495 Deferred income taxes 282 867 (534 ) Minority Interest 538 195 61 Equity in earnings of unconsolidated affiliates (479 ) (161 ) (123 ) Purchased capacity levelization (14 ) 92 194 Contribution to company-sponsored pension plans (45 ) (279 ) (194 ) (Increase) decrease in Net realized and unrealized mark-to-market and hedging transactions 468 216 (15 ) Receivables (255 ) (231 ) 1,188 Inventory (80 ) (48 ) (30 ) Other current assets (944 ) (33 ) (104 ) Increase (decrease) in Accounts payable 81 (5 ) (1,047 ) Taxes accrued 53 188 (168 ) Other current liabilities 622 91 70 Capital expenditures for residential real estate (355 ) (322 ) (196 ) Cost of residential real estate sold 294 268 167 Other, assets 191 (155 ) (162 ) Other, liabilities 533 158 165 Net cash provided by operating activities 2,801 4,168 3,404 Capital expenditures (2,309 ) (2,161 ) (2,260 ) Investment expenditures, net of refund (43 ) (46 ) (153 ) Acquisitions, net of cash acquired (294 ) — — Purchases of available-for-sale securities (41,073 ) (65,929 ) (40,451 ) Proceeds from sales and maturities of available-for-sale securities 40,887 65,098 40,004 Net proceeds from the sales of and distributions from equity investments and other assets, and sales of and collections on notes receivable 2,375 1,619 1,976 Proceeds from the sales of commercial and multi-family real estate 372 606 314 Settlement of net investment xxxxxx and other investing derivatives (321 ) — — Distributions from equity investments 383 — — Other (86 ) 20 (106 ) Net cash used in investing activities (109 ) (793 ) (676 ) Proceeds from the: Issuance of long-term debt 543 153 3,009 Issuance of common stock and common stock related to employee benefit plans 41 1,704 277 Payments for the redemption of: Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,0881,346 ) (964,9353,646 ) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive (2,849 ) Preferred stock of a subsidiary — (176 ) (38 ) Preferred and preference stock (134 ) — — Guaranteed preferred beneficial interests in subordinated notes — — (250 ) Notes payable and commercial paper 165 (67 ) (1,702 ) Distributions to minority interests (861 ) (1,477 ) (2,508 ) Contributions from minority interests 779 1,277 2,432 Dividends paid (1,105 ) (1,065 ) (1,051 ) Repurchase of common shares (933 ) — — Proceeds from Duke Energy Income Fund 110 — — Other 24 19 23 Net cash used in financing activities (2,717 ) (3,278 ) (2,657 ) Changes in cash and cash equivalents included in assets held for sale 3 39 (55 ) Net (decrease) increase in cash and cash equivalents (22 ) 136 16 Cash and cash equivalents at beginning of period 533 397 381 Cash and cash equivalents at end of period $ 511 $ 533 $ 397 Xxxx paid for interest, net of amount capitalized $ 1,089 $ 1,323 $ 1,324 Cash paid (refunded) for income 328,276 786,050 Total shareholders’ taxes $ 546 $ (339 ) $ (18 ) Significant non-cash transactions: Transfer of DEFS Canadian facilities $ 97 $ — $ — AFUDC—equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying component $ 30 $ 25 $ 74 Conversion of convertible notes are an integral part to stock $ 28 $ — $ — Debt retired in connection with disposition of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on businesses $ — $ 840 $ 387 Note receivable from sale of securities southeastern plants $ — $ 48 $ — Remarketing of senior notes $ — $ 1,625 $ — Net loss — — (16,2721,323 ) 2,373 128,845 Income — — — — (1,323 ) Other Comprehensive Loss Reclassification into earnings from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 cash flow xxxxxx(c) — — — — (240 ) — — (240 ) Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries comprehensive loss (445 ) Dividend reinvestment and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 16 283 (6 ) — — — — 277 Common stock dividends — — (993 ) — — — — (993 ) Other noninterest expense 3,959,640 4,026,370 3,638,784 capital stock transactions, net — — (20 ) — — — — (20 ) Other Comprehensive Income Foreign currency translation adjustments — — — 279 — — — 279 Reclassification into earnings from cash flow xxxxxx(c) — — — — (83 ) — — (83 ) Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income 1,971 Dividend reinvestment and employee benefits 5 108 20 — — — — 128 Equity offering 41 1,625 — — — — — 1,625 Other capital stock transactions, net — — (loss): Unrealized 4 ) — — — — (4 ) Other Comprehensive Income Foreign currency translation adjustments — — — 306 — — — 306 Net unrealized gains on cash flow xxxxxx(b) — — — — 413 — — 413 Reclassification into earnings from cash flow xxxxxx(c) — — — — (losses1,026 ) on available for sale securities — — (761,2731,026 ) Minimum pension liability adjustment (d) — — — — — 356 — 356 Total comprehensive income 1,890 Dividend reinvestment and employee benefits 3 41 44 — — — — 85 Stock repurchase (33 ) (251,972933 ) — — — — — (204,209933 ) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gainsCommon stock dividends — — (1,093 ) recognized in net income 16,272 — — — — (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 581,093 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and The Board of Directors Uwharrie Capital Corp Albemarleand Shareholders Invision Capital, North Carolina Inc.: We have audited the accompanying consolidated balance sheets sheet of Uwharrie Capital Corp and Subsidiaries (the “Company”) Invision Capital, Inc. as of December July 31, 2005, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years ended July 31, 2005 and 2004, and the related consolidated statements of incomefrom January 24, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 2003 (inception) through July 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries Invision Capital, Inc. as of December July 31, 2005, and the results of its operations and its cash flows for the years ended July 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December from January 24, 2003 (inception) through July 31, 2005 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plan in regard to this matter is also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Xxxxxxxxx and Xxxxxx, LLP Denver, Colorado September 30, 2005 Annual Report INVISION CAPITAL, INC. (An Exploration Stage Company) Balance Sheet (Presented in U.S. Dollars) July 31, 2005 Current assets: Cash $ 2,468 Current liabilities: Accrued liabilities $ 3,000 Indebtedness to Shareholders Page 6 of 58 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies related party (Note 112) 3,225 Total current liabilities 6,225 Shareholders’ deficit (Notes 2 and 4): Common stock, $1.25 .001 par value: 20,000,000 ; 200,000,000 shares authorized; , 10,398,400 shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 10,399 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation 62,911 Accumulated deficit (914,08877,281 ) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Cumulative translation adjustment 214 Total shareholders’ equity 27,452,776 27,155,799 deficit (3,757 ) $ 2,468 INVISION CAPITAL, INC. (An Exploration Stage Company) Statements of Operations (Presented in U.S. Dollars) Expenses: Contributed rent (Note 2) $ 1,200 $ 1,200 $ 3,000 Contributed administrative support (Note 2) 150 200 450 Unproven mineral interest acquisition costs (Note 3) — — 7,420 Unproven mineral interest exploration costs (Note 3) — 18,787 18,787 Professional fees 6,425 13,899 30,807 Licenses and other filing fees 1,775 — 1,775 Office 1,626 9,381 12,966 Other 645 353 2,076 Total liabilities expenses 11,821 43,820 77,281 Loss from operations (11,821 ) (43,820 ) (77,281 ) Income tax provision (Note 5) — — — Net loss $ (11,821 ) $ (43,820 ) $ (77,281 ) Basic and shareholders’ equity diluted loss per share $ (0.00 ) $ (0.00 ) Basic and diluted weighted average common shares outstanding 10,398,400 10,398,400 INVISION CAPITAL, INC. (An Exploration Stage Company) Statement of Changes in Shareholders' Deficit (Presented in U.S. Dollars) Balance at January 24, 2003 (inception) — $ — $ — $ — $ — $ — January 2003, common stock sold to an officer ($350,189,865 .001/share) (Note 2) 4,000,000 4,000 — — — 4,000 March 2003, common stock sold in private stock offering ($329,261,995 The accompanying notes are .001/share) (Note 4) 6,000,000 6,000 — — — 6,000 May and June 2003, common stock sold in private stock offering ($.15/share) (Note 4) 397,740 398 59,263 — — 59,661 Office space and administrative support contributed by an integral part officer (Note 2) — — 700 — — 700 Comprehensive loss: Net loss, period ended July 31, 2003 — — — (21,640 ) — (21,640 ) Cumulative translation adjustment — — — — (370 ) (370 ) Comprehensive loss — — — — — (22,010 ) Balance at July 31, 2003 10,397,740 10,398 60,062 (21,640 ) (370 ) 48,450 October 2003, common stock issued related to June 2003 private stock offering (Note 4) 660 1 99 — — 100 Office space and administrative support contributed by an officer (Note 2) — — 1,400 — — 1,400 Comprehensive loss: Net loss, year ended July 31, 2004 — — — (43,820 ) — (43,820 ) Cumulative translation adjustment — — — — 242 242 Comprehensive loss — — — — — (43,578 ) Balance at July 31, 2004 10,398,400 10,399 61,561 (65,460 ) (128 ) 6,372 Office space and administrative support contributed by an officer (Note 2) — — 1,350 — — 1,350 Comprehensive loss: Net loss, year ended July 31, 2005 — — — (11,821 ) — (11,821 ) Cumulative translation adjustment — — — — 342 342 Comprehensive loss — — — — — (11,479 ) Balance at July 31, 2005 10,398,400 $ 10,399 $ 62,911 $ (77,281 ) $ 214 $ (3,757 ) INVISION CAPITAL, INC. (An Exploration Stage Company) Statement of the consolidated financial statements 2005 Annual Report Cash Flows (Presented in U.S. Dollars) Cash flows from operating activities: Net loss $ (11,821 ) $ (43,820 ) $ (77,281 ) Adjustments to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securitiesreconcile net loss to net cash Office space and administrative support contributed by a director (Note 2) 1,350 1,400 3,450 Changes in operating assets and liabilities: US Treasury 97,997 101,947 50,104 US Government agencies Accounts payable and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 accrued expenses (1,300 ) 900 3,000 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(losscash used in operating activities (11,771 ) on (41,520 ) (70,831 ) Cash flows from financing activities: Capital contribution by an officer (Note 2) — — 99 Proceeds from sale of securities common stock — 100 69,761 Proceeds from officer loan (16,272Note 2) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 3,225 — 3,225 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 cash provided by financing activities 3,225 100 73,085 Effect of exchange rate changes on cash 342 242 214 Net change in cash (8,204 ) (41,178 ) 2,468 Cash, beginning of period 10,672 51,850 — Cash, end of period $ 2,468 $ 10,672 $ 2,468 Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 — $ 253,331 — $ 1,559,819 Basic — Interest $ 0.22 — $ 0.04 — $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58—

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina FFD Financial Corporation We have audited the accompanying consolidated balance sheets statements of Uwharrie Capital Corp and Subsidiaries (the “Company”) financial condition of FFD Financial Corporation as of December 31June 30, 2005 and 2004, and the related consolidated statements of incomeearnings, comprehensive income, changes in shareholders’ ' equity and cash flows for each of the three years in the three-year period ended December 31June 30, 2005. These consolidated financial statements are the responsibility of the Company’s Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The Corporation is not required to have, nor were not we engaged to perform an audit of the Company’s its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries FFD Financial Corporation as of December 31June 30, 2005 and 2004, and the results of their its operations and their its cash flows for each of the three years in the three-year period ended December 31June 30, 2005 2005, in conformity with accounting principles generally accepted in the United States of America. /s/ Grant Thornton LLP Cixxxxxxxx, Xxxx August 18, 2005 Annual Report (except for Note M, as to Shareholders Page 6 of 58 which the date is September 15, 2005) FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 2005 and 2004 (In thousands, except share data) ASSETS 2005 2004 Cash and due from banks $ 11,438,743 2,113 $ 11,449,899 1,999 Interest-earning bearing deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities in other financial institutions 5,672 8,821 --------- --------- Cash and cash equivalents 7,785 10,820 Investment securities designated as available for salesale - at market 3,485 4,402 Mortgage-backed securities designated as available for sale - at market 500 630 Mortgage-backed securities held to maturity - at amortized cost, approximate market value of $225 and $411 as of June 30, 2005 and 2004, respectively 220 395 Loans receivable - net 131,168 114,288 Loans held for sale - at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises lower of cost or market 325 217 Office premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 equipment - at depreciated cost 2,031 2,028 Stock in Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other - at cost 2,140 2,047 Accrued interest receivable 450 381 Prepaid expenses and other assets 4,125,663 4,649,868 239 275 Prepaid federal income taxes 252 409 --------- --------- Total assets $350,189,865 $329,261,995 $ 148,595 $ 135,892 ========= ========= LIABILITIES Deposits: Demand noninterest-bearing AND SHAREHOLDERS' EQUITY Deposits $ 47,279,515 111,495 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest 105,446 Advances from the Federal Home Loan Bank 17,880 12,669 Accrued interest payable 368,850 301,930 155 97 Other liabilities 1,385,754 1,069,057 1,385 719 Deferred federal income taxes 242 223 --------- --------- Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 131,157 119,154 Commitments -- -- Shareholders' equity Preferred stock - authorized 1,000,000 shares without par value: 20,000,000 shares authorized; no shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 -- -- Common stock - authorized 5,000,000 shares without par or stated value; 1,454,750 shares issued -- -- Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation 7,987 7,910 Retained earnings - restricted 12,954 12,385 Accumulated comprehensive loss; unrealized losses on securities designated as available for sale, net of related tax effects (914,0889) (964,93566) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Shares acquired by stock benefit plans (334) (444) Less 264,773 and 266,757 treasury shares at June 30, 2005 and 2004, respectively - at cost (3,160) (3,047) --------- --------- Total shareholders’ ' equity 27,452,776 27,155,799 17,438 16,738 --------- --------- Total liabilities and shareholders’ ' equity $350,189,865 $329,261,995 $ 148,595 $ 135,892 ========= ========= The accompanying notes are an integral part of the consolidated financial statements these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS Years ended June 30, 2005, 2004 and 2003 (In thousands, except per share data) 2005 Annual Report to Shareholders Page 7 of 2004 2003 Interest income Loans $ 6,683 $ 6,043 $6,373 Mortgage-backed securities 36 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 99 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 securities 170 132 109 Interest-earning bearing deposits with banks and federal funds sold 302,088 98,985 26,380 other 184 127 177 ------- ------- ------ Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 7,073 6,360 6,758 Interest expense Deposits 1,917 1,899 2,382 Borrowings 604 588 584 ------- ------- ------ Total interest expense 6,629,667 4,734,096 4,605,956 2,521 2,487 2,966 ------- ------- ------ Net interest income 12,530,932 11,171,827 9,990,936 4,552 3,873 3,792 Provision for loan losses 755,000 2,091,500 593,000 on loans 11 25 131 ------- ------- ------ Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 loans 4,541 3,848 3,661 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) income Gain on sale of loans 226 354 908 Loss on sale of real estate acquired through foreclosure -- (7) -- Gain on redemption of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 329 -- -- Other operating 362 269 130 ------- ------- ------ Total other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries 917 616 1,038 General, administrative and employee other expense Employee compensation and benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 1,755 1,537 1,252 Occupancy and equipment 384 391 387 Franchise taxes 209 210 191 Data processing costs 843,514 809,938 805,118 288 285 269 Other noninterest operating 1,177 1,000 1,034 ------- ------- ------ Total general, administrative and other expense 3,959,640 4,026,370 3,638,784 3,813 3,423 3,133 ------- ------- ------ Earnings before income taxes 1,645 1,041 1,566 Federal income taxes Current 569 311 520 Deferred (10) 43 14 ------- ------- ------ Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before federal income taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income 559 354 534 ------- ------- ------ NET EARNINGS $ 1,516,591 1,086 $ 253,331 $ 1,559,819 687 $1,032 ======= ======= ====== EARNINGS PER SHARE Basic $ 0.22 .94 $ 0.04 .59 $ 0.22 .88 ======= ======= ====== Diluted $ 0.21 .92 $ 0.03 .58 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 .86 ======= ======= ====== The accompanying notes are an integral part of the consolidated financial these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years ended June 30, 2005, 2004 and 2003 (In thousands) 2005 Annual Report to Shareholders Page 8 of 58 2004 2003 Net Income $1,516,591 earnings $ 253,331 $1,559,819 1,086 $ 687 $ 1,032 Other comprehensive income (loss): income, net of tax: Unrealized holding gains (losses) on available for sale securities during the period, net of taxes (761,273benefits) of $29, $(38) and $(5) in 2005, 2004 and 2003, respectively 57 (74) (251,97211) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) ------- ----- ------- Comprehensive income $1,058,817 $ 97,046 $1,325,285 1,143 $ 613 $ 1,021 ======= ===== ======= Accumulated comprehensive income (loss) $ (9) $ (66) $ 8 ======= ===== ======= The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended June 30, 2005, 2004 and 2003 (In thousands, except per share data) Unrealized gains (losses) on securities Additional designated Common paid-in Retained as available stock capital earnings for sale Balance at July 1, 2002 $ -- $ 7,861 $ 11,629 $ 19 Net earnings for the year ended June 30, 2003 -- -- 1,032 -- Purchase of treasury shares -- -- -- -- Amortization expense of stock benefit plans -- 39 -- -- Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (11) Exercise of stock options -- (11) -- -- Dividends of $.395 per share -- -- (459) -- -------- -------- -------- ----- Balance at June 30, 2003 -- 7,889 12,202 8 Net earnings for the year ended June 30, 2004 -- -- 687 -- Purchase of treasury shares -- -- -- Amortization expense of stock benefit plans -- 51 -- -- Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (74) Exercise of stock options -- (30) -- Dividends of $.415 per share -- -- (504) -- -------- -------- -------- ----- Balance at June 30, 2004 -- 7,910 12,385 (66) Net earnings for the year ended June 30, 2005 -- -- 1,086 -- Purchase of treasury shares -- -- -- -- Amortization expense of stock benefit plans -- 72 -- -- Unrealized gains on securities designated as available for sale, net of related tax effects -- -- -- 57 Exercise of stock options -- 5 -- -- Dividends of $.435 per share -- -- (517) -- -------- -------- -------- ----- Balance at June 30, 2005 $ -- $ 7,987 $ 12,954 $ (9) ======== ======== ======== ===== Shares acquired by stock Treasury benefit shares- plans at cost Total Balance at July 1, 2002 $ (677) $ (2,291) $ 16,541 Net earnings for the year ended June 30, 2003 -- -- 1,032 Purchase of treasury shares -- (380) (380) Amortization expense of stock benefit plans 118 -- 157 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- (11) Exercise of stock options -- 49 38 Dividends of $.395 per share -- -- (459) -------- ----------- -------- Balance at June 30, 2003 (559) (2,622) 16,918 Net earnings for the year ended June 30, 2004 -- -- 687 Purchase of treasury shares -- (769) (769) Amortization expense of stock benefit plans 115 -- 166 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- (74) Exercise of stock options -- 344 314 Dividends of $.415 per share -- -- (504) -------- ----------- -------- Balance at June 30, 2004 (444) (3,047) 16,738 Net earnings for the year ended June 30, 2005 -- -- 1,086 Purchase of treasury shares -- (411) (411) Amortization expense of stock benefit plans 110 -- 182 Unrealized gains on securities designated as available for sale, net of related tax effects -- -- 57 Exercise of stock options -- 298 303 Dividends of $.435 per share -- -- (517) -------- ----------- -------- Balance at June 30, 2005 $ (334) $ (3,160) $ 17,438 ======== =========== ======== The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended June 30, 2005, 2004 and 2003 (In thousands) 2005 2004 2003 Cash flows from operating activities: Net earnings for the year $ 1,086 $ 687 $ 1,032 Adjustments to reconcile net earnings to net cash provided by operating activities: Amortization of premiums and discounts on investments and mortgage-backed securities - net -- 5 67 Amortization of deferred loan origination (fees) costs 48 39 (24) Depreciation and amortization 175 187 201 Gain on redemption of investment securities (329) -- -- Provision for losses on loans 11 25 131 Gain on sale of loans (65) (62) (443) Loans originated for sale (10,530) (28,202) (45,602) Proceeds from sale of mortgage loans in the secondary market 10,487 29,814 44,615 Proceeds from sale of loans to other financial institutions 2,921 -- -- Loss on sale of real estate acquired through foreclosure -- 7 -- Amortization expense of stock benefit plans 182 166 157 Federal Home Loan Bank stock dividends (93) (80) (82) Tax benefit of stock options exercised 36 32 -- Increase (decrease) in cash due to changes in: Accrued interest receivable (69) 5 68 Prepaid expenses and other assets 21 (24) 44 Other liabilities 666 (216) 522 Accrued interest payable 58 1 (4) Federal income taxes Current 157 (87) (59) Deferred (10) 43 14 -------- -------- -------- Net cash provided by operating activities 4,752 2,340 637 Cash flows used in investing activities: Purchase of investment securities designated as available for sale -- (5,500) (7,510) Proceeds from maturity of investment securities 1,000 2,500 8,000 Proceeds from redemption of investment securities 344 -- -- Purchase of mortgage-backed securities designated as available for sale -- -- (956) Principal repayments on mortgage-backed securities 308 442 2,602 Loan principal repayments 36,188 41,633 41,319 Loan disbursements (56,048) (41,639) (49,068) Purchase of office premises and equipment (178) (81) (343) -------- -------- -------- Net cash used in investing activities (18,386) (2,645) (5,956) -------- -------- -------- Net cash used in operating and investing activities (subtotal carried forward) (13,634) (305) (5,319) -------- -------- -------- The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Years ended June 30, 2005, 2004 and 2003 (In thousands) 2005 2004 2003 Net cash used in operating and investing activities (subtotal brought forward) $(13,634) $ (305) $ (5,319) Cash flows provided by (used in) financing activities: Net increase in deposit accounts 6,049 1,095 8,809 Proceeds from Federal Home Loan Bank advances 10,495 1,525 -- Repayments of Federal Home Loan Bank advances (5,284) (2,747) (3,662) Proceeds from exercise of stock options 267 282 38 Purchase of treasury shares (411) (769) (380) Cash dividends paid on common stock (517) (504) (459) -------- -------- -------- Net cash provided by (used in) financing activities 10,599 (1,118) 4,346 -------- -------- -------- Net decrease in cash and cash equivalents (3,035) (1,423) (973) Cash and cash equivalents at beginning of year 10,820 12,243 13,216 -------- -------- -------- Cash and cash equivalents at end of year $ 7,785 $ 10,820 $ 12,243 ======== ======== ======== Supplemental disclosure of cash flow information: Cash paid during the year for: Federal income taxes $ 376 $ 390 $ 600 ======== ======== ======== Interest on deposits and borrowings $ 2,463 $ 2,486 $ 2,970 ======== ======== ======== Supplemental disclosure of noncash investing activities: Unrealized gains (losses) on securities designated as available for sale, net of applicable tax effects $ 57 $ (74) $ (11) ======== ======== ======== Recognition of mortgage servicing rights in accordance with SFAS No. 140 $ 161 $ 292 $ 465 ======== ======== ======== Transfers from loans to real estate acquired through foreclosure $ -- $ -- $ 161 ======== ======== ======== Loans originated upon sale of real estate acquired through foreclosure $ -- $ 147 $ -- ======== ======== ======== The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2005, 2004 and 2003 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FFD Financial Corporation (the "Corporation") is a savings and loan holding company whose activities are primarily limited to holding the stock of its wholly-owned subsidiary, First Federal Community Bank (the "Bank"). The Bank conducts a general banking business in north central Ohio which consists of attracting deposits from the general public and applying those funds to the origination of loans for residential, consumer and nonresidential purposes. The Bank's profitability is significantly dependent on net interest income, which is the difference between interest income generated from interest-earning assets (i.e. loans and investments) and the interest expense paid on interest-bearing liabilities (i.e. customer deposits and borrowed funds). Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances. The level of interest rates paid or received by the Bank can be significantly influenced by a number of environmental factors, such as governmental monetary policy, that are outside of management's control. The consolidated financial statementsinformation presented herein has been prepared in accordance with accounting principles generally accepted in the United States of America ("U. S. GAAP") and general accounting practices within the financial services industry. 2005 Annual Report In preparing consolidated financial statements in accordance with U. S. GAAP, management is required to Shareholders Page 9 make estimates and assumptions that affect the reported amounts of 58assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from such estimates. A summary of significant accounting policies which have been consistently applied in the preparation of the accompanying consolidated financial statements follows:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina of Crestwood Gas Services GP LLC We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp Crestwood Gas Services GP LLC and Subsidiaries subsidiaries (the “CompanyGeneral Partnership”) as of December 31, 2005 2012 and 20042011, and the related consolidated statements of income, comprehensive incomecash flows, and changes in shareholders’ equity and cash flows for each of the three years in the three-year period ended December 31, 20052012. These financial statements are the responsibility of the CompanyGeneral Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The General Partnership is not required to have, nor were not we engaged to perform perform, an audit of the Company’s its internal control over financial reporting. Our audit audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the CompanyGeneral Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the such consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp Crestwood Gas Services GP LLC and Subsidiaries as of subsidiaries at December 31, 2005 2012 and 20042011, and the results of their operations and their cash flows for each of the three years in the three-year period ended December 31, 2005 2012, in conformity with accounting principles generally accepted in the United States of America. 2005 Annual Report to Shareholders Page 6 of 58 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report give effect to Shareholders Page 7 the acquisition of 58 Interest Income LoansCrestwood Marcellus Midstream LLC by the General Partnership on January 8, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits2013, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision which has been accounted for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale at historical cost as a reorganization of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of entities under common control as described in Note 1 to the consolidated financial statements. 2005 Annual Report Houston, TX July 23, 2013 (August 5, 2013 as to Shareholders Page 8 net income per unit attributable to Crestwood Gas Services GP LLC in Note 15) Operating revenues Gathering revenues $ 74,922 $ 28,528 $ 1,584 $ 4,165 Gathering revenues—related party 88,091 102,427 22,181 55,464 Processing revenues 8,481 2,714 561 2,045 Processing revenues—related party 25,652 28,798 6,965 20,625 Product sales 42,317 43,353 — — Total operating revenues 239,463 205,820 31,291 82,299 Operating expenses Product purchases 23,853 38,787 — — Product purchases—related party 15,152 — — — Operations and maintenance 43,108 36,303 3,896 21,806 General and administrative 29,582 24,153 11,372 6,285 Depreciation, amortization and accretion 73,174 53,901 10,209 16,696 Total operating expenses 184,869 153,144 25,477 44,787 Other operating income Gain on contingent consideration 6,833 17,237 — — Gain from exchange of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive property, plant and equipment — 1,106 — — Total other operating income 6,833 18,343 — — Operating income 61,427 71,019 5,814 37,512 Interest and debt expense (loss): Unrealized gains (losses) on available for sale securities (761,27335,765 ) (251,97227,617 ) (204,2094,742 ) Related (8,808 ) Income before income taxes 25,662 43,402 1,072 28,704 Income tax effect 293,500 97,145 60,407 Reclassification expense (benefit) 1,206 1,251 (721 ) 171 Net income 24,456 42,151 1,793 28,533 Net income attributable to noncontrolling interests 9,564 34,422 1,112 26,756 Net income attributable to Crestwood Gas Services GP LLC $ 14,892 $ 7,729 $ 681 $ 1,777 Net income per unit attributable to Crestwood Gas Services GP LLC common unitholders: Basic $ 0.38 $ 0.19 $ 0.02 $ 0.04 Diluted $ 0.38 $ 0.19 $ 0.02 $ 0.04 Current assets Cash and cash equivalents $ 112 $ 798 Accounts receivable—related party 23,755 27,312 Accounts receivable 21,636 11,926 Insurance receivable 2,920 — Prepaid expenses and other assets 1,941 4,585 Total current assets 50,364 44,621 Property, plant and equipment, net of losses(gains) recognized accumulated depreciation of $94,989 in 2012 and $46,620 in 2011 1,102,428 916,825 Intangible assets, net of accumulated amortization of $40,284 in 2012 and $16,844 in 2011 772,730 412,176 Goodwill 352,188 348,135 Deferred financing costs, net 22,528 16,699 Other assets 1,321 790 Total assets $ 2,301,559 $ 1,739,246 Current liabilities Accrued additions to property, plant and equipment $ 9,213 $ 7,500 Capital leases 3,862 2,693 Deferred revenue 2,634 — Commitments and contingent liabilities — 41,097 Accounts payable—related party 3,088 1,308 Accounts payable, accrued expenses and other liabilities 29,718 31,793 Total current liabilities 48,515 84,391 Long-term debt 685,161 512,500 Long-term capital leases 3,161 3,929 Asset retirement obligations 14,024 11,545 Commitments and contingent liabilities — 6,833 Equity Member’s equity 31,684 22,049 Noncontrolling interests 1,519,014 1,097,999 Total equity 1,550,698 1,120,048 Total liabilities and equity $ 2,301,559 $ 1,739,246 Cash flows from operating activities Net income $ 24,456 $ 42,151 $ 1,793 $ 28,533 Adjustments to reconcile net income 16,272 to net cash provided by operating activities: Depreciation, amortization and accretion 73,174 53,901 10,209 16,696 Deferred income taxes — — (2,373939 ) 171 Equity-based compensation 1,877 916 3,521 2,001 Gain on contingent consideration (6,833 ) (128,84517,237 ) Related tax effect — — Gain from exchange of property, plant and equipment — (6,2731,106 ) 915 38,113 Total other comprehensive loss — — Other non-cash income items 5,234 3,473 1,638 3,323 Changes in assets and liabilities: Accounts receivable—related party 3,557 (457,7744,309 ) (156,28514,886 ) (234,5348,117 ) Comprehensive Accounts receivable (7,076 ) (7,348 ) 350 (620 ) Insurance receivable (1,251 ) — — — Prepaid expenses and other assets 2,113 249 20 (923 ) Accounts payable—related party 1,780 (2,959 ) 4,630 — Accounts payable, accrued expenses and other liabilities 5,034 18,600 (3,206 ) 3,809 Net cash provided by operating activities 102,065 86,331 3,130 44,873 Cash flows from investing activities Acquisitions, net of cash acquired (563,965 ) (414,073 ) — — Capital expenditures (52,572 ) (48,405 ) (16,599 ) (52,470 ) Proceeds from exchange of property, plant and equipment — 5,943 — — Proceeds from sale of property, plant and equipment 20 — — — Distributions to Quicksilver for Alliance assets — — — (80,276 ) Net cash used in investing activities (616,517 ) (456,535 ) (16,599 ) (132,746 ) Cash flows from financing activities Proceeds from issuance of senior notes 151,500 200,000 — — Proceeds from credit facilities 555,200 215,200 283,504 143,200 Repayments of credit facilities (534,000 ) (186,204 ) (238,500 ) (30,100 ) Payment of Tristate Acquisition deferred payment (7,839 ) — — — Payments on capital leases (2,993 ) (1,966 ) — — Deferred financing costs paid (11,322 ) (6,982 ) (13,568 ) — Proceeds from issuance of Class C units, net — 152,671 — — Proceeds from issuance of noncontrolling interests, net 217,483 53,550 — 11,054 Contributions from member 5,930 8,741 — — Contributions from noncontrolling interests 243,750 — — — Distributions to member (13,858 ) (5,868 ) (776 ) (1,624 ) Distributions to noncontrolling interests (89,679 ) (58,143 ) (13,097 ) (34,202 ) Taxes paid for equity-based compensation vesting (406 ) — (4,149 ) (1,144 ) Net cash provided by financing activities 513,766 370,999 13,414 87,184 Change in cash and cash equivalents (686 ) 795 (55 ) (689 ) Cash and cash equivalents at beginning of period 798 3 58 747 Cash and cash equivalents at end of period $ 112 $ 798 $ 3 $ 58 Supplemental cash flow information: Interest paid, net of amounts capitalized $ 27,885 $ 20,281 $ 3,105 $ 5,485 Balance at December 31, 2009 $ 559 $ 284,279 $ 284,838 Issuance of noncontrolling interests, net of offering costs — 11,054 11,054 Net income $1,058,817 1,777 26,756 28,533 Equity-based compensation — 2,001 2,001 Taxes paid for equity-based compensation vesting — (1,144 ) (1,144 ) Distributions (1,624 ) (114,478 ) (116,102 ) Balance at September 30, 2010 $ 97,046 $1,325,285 The accompanying notes are an integral part 712 $ 208,468 $ 209,180 Balance at October 1, 2010 $ 10,789 $ 870,213 $ 881,002 Conversion of the consolidated financial statements. 2005 Annual Report subordinated note payable — 57,736 57,736 Net income 681 1,112 1,793 Equity-based compensation — 3,521 3,521 Taxes paid for equity-based compensation vesting — (4,149 ) (4,149 ) Distributions (776 ) (13,097 ) (13,873 ) Balance at December 31, 2010 10,694 915,336 926,030 Issuance of noncontrolling interests, net of offering costs — 206,221 206,221 Contributions 8,741 — 8,741 Net income 7,729 34,422 42,151 Equity-based compensation — 916 916 Issuance of Class C units to Shareholders Page 9 Crestwood Gas Services 753 (753 ) — Distributions (5,868 ) (58,143 ) (64,011 ) Balance at December 31, 2011 22,049 1,097,999 1,120,048 Issuance of 58noncontrolling interests, net of offering costs — 217,483 217,483 Contributions 6,546 284,231 290,777 Net income 14,892 9,564 24,456 Equity-based compensation — 1,877 1,877 Taxes paid for equity-based compensation vesting — (406 ) (406 ) Issuance of Class C units to Crestwood Gas Services 2,055 (2,055 ) — Distributions (13,858 ) (89,679 ) (103,537 ) Balance at December 31, 2012 $ 31,684 $ 1,519,014 $ 1,550,698

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Royalite Petroleum Corp AlbemarleHenderson, North Carolina Nevada We have audited the accompanying consolidated balance sheets sheet of Uwharrie Capital Corp and Subsidiaries (the “Company”) Royalite Petroleum Corp, an exploration stage company, as of December 31April 30, 2005 and 20042006, and the related consolidated statements of income, comprehensive incomeoperations and accumulated deficit, changes in shareholdersstockholders’ equity (deficit), and cash flows for each the period December 2, 2005 (date of the years in the three-year period ended December 31inception) to April 30, 20052006. These financial statements are the responsibility of the CompanyRoyalite Petroleum Corp’s management. Our responsibility is to express an opinion on these financial statements based on our auditsaudit. We conducted our audits audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The company is not required to have, nor were not we engaged to perform perform, an audit of the Company’s its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companycompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries Royalite Petroleum Corp, an exploration stage company, as of December 31April 30, 2005 and 20042006, and the results of their operations its operations, changes in stockholders’ equity (deficit) and their cash flows for each of the years in the three-year period ended December 312, 2005 (date of inception) to April 30, 2006, in conformity with accounting principles generally accepted in the The United States of America. 2005 Annual Report The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to Shareholders Page 6 the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of 58 ASSETS this uncertainty. Xxxxx & Company, Certified Public Accountants Westlake Village, California August 25, 2006 Current assets Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises 418,337 Total current assets 418,337 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 3,487 License rights 3,000 Unproven oil and gas properties, full cost method 288,510 Deposits 3,500 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 716,834 Current liabilities Accounts payable $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 25,425 Loan payable - related party 98,294 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other current liabilities 1,385,754 1,069,057 123,719 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) 123,719 Stockholders' equity Common stock, $1.25 0.001 par value: 20,000,000 ; 200,000,000 shares authorized; , 24,961,667 shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 24,961 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation 764,239 Accumulated deficit during development stage (914,088196,085 ) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ stockholders' equity 27,452,776 27,155,799 593,115 Total liabilities and shareholders’ stockholders' equity $ 716,834 Revenue $ - Operating expenses Oil and gas exploration expenses 34,090 General and administrative 161,982 Depreciation 13 Total operating expenses 196,085 Loss from operations before provision for income taxes (196,085 ) Income tax benefit - Net loss (196,085 ) Loss per common share - basic and diluted: Net loss $ (0.01 ) Weighted average common shares outstanding - Basic and diluted 22,585,000 Balance, December 2, 2005 - $ - $ - $ - $ - Issuance of common stock for cash, 18,000,000 18,000 - - 18,000 $350,189,865 $329,261,995 The accompanying notes are an integral part 0.001 per share Issuance of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loanscommon stock for cash, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits2,000,000 2,000 198,000 - 200,000 Reg. S - Private Placement, $0.10 per share Issuance of common stock for cash, 100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 100 9,900 - 10,000 Reg. D - Private Placement, $0.10 per share Issuance of common stock for cash, 1,860,667 1,861 556,339 - 558,200 Reg. S - Private Placement, $0.30 per share Issuance of common stock for licensing rights 3,000,000 3,000 - - 3,000 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities loss - - - (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273196,085 ) (251,972196,085 ) Balance, April 30, 2006 24,960,667 24,961 764,239 (204,209196,085 ) Related tax effect 293,500 97,145 60,407 Reclassification 593,115 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (196,085 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 13 Changes in operating assets and liabilities: Other current assets (3,500 ) Accounts payable and accrued liabilities 25,425 Net cash used in operating activities (174,147 ) CASH FLOW FROM INVESTING ACTIVITIES Cash paid on mineral property claims (288,510 ) Purchase of losses(gainsfixed assets (3,500 ) recognized Net cash used in net income 16,272 investing activities (2,373292,010 ) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 CASH FLOW FROM FINANCING ACTIVITIES Proceeds from stock issuance 786,200 Proceeds from borrowings from related party 40,294 Proceeds from borrowings on loan payable 58,000 Net cash provided by financing activities 884,494 NET CHANGE IN CASH 418,337 CASH AT BEGINNING OF PERIOD - CASH AT END OF PERIOD $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58418,337 SUPPLEMENTAL INFORMATION Interest Paid $ - Income Taxes Paid $ -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders Directors and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina Stockholders Sky Harvest Windpower Corporation (A Development Stage Company) We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries Sky Harvest Windpower Corporation (the “A Development Stage Company”) as of December May 31, 2005 2008 and 20042007, and the related consolidated statements of incomeoperations, comprehensive income, changes in shareholders’ equity and cash flows and stockholders' equity for each of the years in then ended and accumulated for the three-year period ended December from September 21, 2005 (Date of Inception) to May 31, 20052008. These financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries Sky Harvest Windpower Corporation (A Development Stage Company) as of December May 31, 2005 2008 and 20042007, and the results of their its operations and their its cash flows for each of the years in then ended and accumulated for the three-year period ended December September 21, 2005 (Date of Inception) to May 31, 2005 2008 in conformity with accounting principles generally accepted in the United States States. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has never generated any revenue and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of Americathis uncertainty. 2005 Annual Report to Shareholders Page 6 of 58 Chartered Accountants Vancouver, Canada April 6, 2009 Sky Harvest Windpower Corporation (A Development Stage Company) Balance Sheets (Expressed in Canadian Dollars) ASSETS Current Assets Cash and due cash equivalents 136,209 463,006 Amounts receivable 1,059 8,152 Due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses related party (4,482,304Note 6) (4,982,891) Net loans 271,713,571 258,755,381 Premises 2,500 – Prepaid expenses 14,662 14,663 Total Current Assets 154,430 485,821 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 114) 61,979 28,761 Intangible assets, net (Note 5) 1,516 2,372 Total Assets 217,925 516,954 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities Accounts payable 8,375 91,827 Accrued liabilities – 525 Due to related party (Note 6) 736 4,195 Total Liabilities 9,111 96,547 Contingencies (Note 1) Stockholders’ Equity Preferred Stock: (Note 7) Authorized: unlimited Class E redeemable, retractable shares, no par value Issued and outstanding: None – – Common stockStock: (Note 7) Authorized: unlimited Class A, $1.25 voting shares, no par valuevalue Issued and outstanding: 20,000,000 11,560,344 shares authorized; 1,697,034 1,697,034 Authorized: unlimited Class B, voting shares, no par value Issued and outstanding: None – – Authorized: unlimited Class C, non-voting shares, no par value Issued and outstanding: None – – Authorized: unlimited Class D, non-voting shares, no par value Issued and outstanding: None – – Share Subscription Receivable (2,500 ) (2,500 ) Deficit accumulated during the development stage (1,485,720 ) (1,274,127 ) Total Stockholders’ Equity 208,814 420,407 Total Liabilities and Stockholders’ Equity 217,925 516,954 Approved on behalf of the Board of Directors: Xxxxx Xxxxxxxx, Director Xxxxxxx Xxx, Director Sky Harvest Windpower Corporation (A Development Stage Company) Statements of Operations (Expressed in Canadian Dollars) Expenses Management fees (Note 6(a)) 1,102,127 76,077 96,050 Development and engineering 178,448 34,628 132,089 General and administrative 223,101 109,025 81,523 Operating loss (1,503,676 ) (219,730 ) (309,662 ) Other Income Foreign exchange gain 1,312 1,312 - Interest income 16,644 6,825 9,820 Net loss (1,485,720 ) (211,593 ) (299,842 ) Net loss per common share – basic and diluted (0.02 ) (0.03 ) Weighted average number of common shares outstanding 11,560,344 10,911,604 Sky Harvest Windpower Corporation (A Development Stage Company) Statements of Cash Flows (Expressed in Canadian Dollars) Operating activities Net loss for the period (1,485,720 ) (211,593 ) (299,842 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation 4,707 2,688 1,642 Shares issued for services 900,000 – – Changes in operating assets and liabilities: Amounts receivable (1,058 ) 7,094 (8,152 ) Prepaid expenses (14,663 ) - (9,663 ) Accounts payable and accrued liabilities 8,375 (83,977 ) 76,972 Due to related parties (1,764 ) (5,959 ) 8,933 Net cash flows used in operating activities (590,123 ) (291,747 ) (230,110 ) Investing activities Purchase of equipment (68,202 ) (35,050 ) (5,255 ) Net cash flows used in investing activities (68,202 ) (35,050 ) (5,255 ) Financing activities Share subscription receivable (2,500 ) – (2,500 ) Proceeds from issuance of common stock 797,034 – 690,000 Net cash flows provided by financing activities 794,534 – 687,500 Increase (decrease) in cash and cash equivalents 136,209 (326,797 ) 452,135 Cash and cash equivalents – beginning of period – 463,006 10,871 Cash and cash equivalents – end of period 136,209 136,209 463,006 Non cash financing activities Issuance of common shares as finders fees 55,000 – 55,000 Supplementary disclosures Interest paid – – – Income taxes paid – – – Sky Harvest Windpower Corporation (A Development Stage Company) Statement of Stockholders’ Equity (Expressed in Canadian Dollars) Balance – September 21, 2005 (Date of Inception) – – – – Class A shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation to founders for services at $0.10 per share 9,000,000 900,000 – 900,000 Class A shares issued for cash at $0.10 per share 1,070,344 107,034 – 107,034 Net loss for the period – – (914,088974,284 ) (964,935974,284 ) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholdersBalance – May, 31 2006 10,070,344 1,007,034 (974,284 ) 32,750 Class A shares issued for cash at $0.50 per share 1,380,000 690,000 – 690,000 Class A shares issued for finders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(lossfee 110,000 55,000 – 55,000 Share issuance costs – (55,000 ) on sale of securities – (16,27255,000 ) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes Share subscription receivable (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,2732,500 ) (251,9722,500 ) Net loss – – (299,843 ) (204,209299,843 ) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gainsBalance – May 31, 2007 11,560,344 1,694,534 (1,274,127 ) recognized in net income 16,272 420,407 Net loss – – (2,373211,593 ) (128,845211,593 ) Related tax effect Balance – May 31, 2008 11,560,344 1,694,534 (6,2731,485,720 ) 915 38,113 Total other comprehensive loss 208,814 Sky Harvest Windpower Corp. (457,774A Development Stage Company) Notes to the Financial Statements (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58Expressed in Canadian Dollars)