<PAGE>   1
                                                                    EXHIBIT 99.1

                               GBC BANCORP, INC.
                           a bank holding company for
                            Gwinnett Banking Company


                                PROXY STATEMENT
                         Annual Meeting of Shareholders
                          To Be Held October 19, 1999



                         PROXY SOLICITATION AND VOTING

GENERAL

                  This Proxy Statement is being furnished in connection with
the solicitation by the Board of Directors of Proxies from the shareholders of
GBC Bancorp, Inc. (the "Company") for use at the Annual Meeting of Shareholders
(the "Annual Meeting").

                  The enclosed Proxy is for use at the Annual Meeting if a
shareholder is unable to attend the Annual Meeting in person or wishes to have
his shares voted by Proxy, even if he attends the Annual Meeting. Any Proxy may
be revoked by the person giving it at any time before its exercise, by notice
to the Secretary of the Company, by submitting a Proxy having a later date, or
by such person appearing at the Annual Meeting and electing to vote in person.
All shares represented by valid Proxies received pursuant to this solicitation
and not revoked before their exercise will be voted in the manner specified
therein. If a Proxy is signed and no specification is made, the shares
represented by the Proxy will be voted for election of the nominees for
director identified below and in favor of any other Proposals described below
and in accordance with the best judgment of the persons exercising the Proxy
with respect to any other matters properly presented for action at the Annual
Meeting.

                  This Proxy Statement and the enclosed Proxy are being mailed
to the Company's shareholders on or about September 30, 1999.

<PAGE>   2

                  The Company is a bank holding company organized in 1996 under
the laws of the State of Georgia. The Company's subsidiary, Gwinnett Banking
Company (the "Bank"), commenced operations on October 31, 1997 as a
state-chartered commercial bank.

RECORD DATE AND OUTSTANDING SHARES

                  The Board of Directors has set September 15, 1999 as the
record date for the Annual Meeting. Only shareholders of record at the close of
business on the record date will be entitled to notice of and to vote at the
Annual Meeting. As of the record date, there were 950,080 shares of common
stock of the Company issued and outstanding.

QUORUM AND VOTING RIGHTS

                  A quorum for the Annual Meeting consists of the holders of
the majority of the outstanding shares of common stock of the Company entitled
to vote at the Annual Meeting, present in person or represented by Proxy.

                  Each share of common stock of the Company is entitled to one
vote on each matter to come before the Annual Meeting. The Proposals require
the affirmative vote of a majority of the shares of the common stock of the
Company present in person or represented by Proxy.

SOLICITATION OF PROXIES

                  In addition to this solicitation by mail, the officers and
employees of the Company and the Bank, without additional compensation, may
solicit Proxies in favor of the Proposal, if deemed necessary, by personal
contact, letter, telephone or other means of communication. Brokers, nominees
and other custodians and fiduciaries will be requested to forward Proxy
solicitation material to the beneficial owners of the shares of common stock of
the Company where appropriate, and the Company will reimburse them for their
reasonable expenses incurred in connection with such transmittals. The costs of
solicitation of Proxies for the Annual Meeting will be borne by the Company.

                                      -2-

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                             ELECTION OF DIRECTORS

GENERAL

         The members of the Board of Directors of the Company are elected by the
shareholders. The number of directors (not less than seven [7] nor more than
fifteen [15]) is determined by resolution of the Board of Directors. The Board
of Directors has, by resolution, fixed the number of directors at ten. Directors
are elected to hold office until the next Annual Meeting following their
election or until their successors are elected and qualified.

         The Board of Directors of the Company presently consists of ten members
who also serve as directors of the Bank. The members of the Board of Directors
of the Bank are elected annually by the Company, acting as the sole shareholder
of the Bank.

         All the nominees are presently directors of the Company. It is intended
that each Proxy solicited on behalf of the Board of Directors will be voted only
for the election of designated nominees. Each nominee has agreed to his
nomination and to serve as a director, if elected. If for any reason any nominee
should become unable or unwilling to accept nomination or election, persons
voting the Proxies will vote for the election of another nominee designated by
the Board of Directors or for such lesser numbers of nominees as may be
designated by the Board of Directors. Management of the Company has no reason to
believe that any nominee will not serve, if elected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED.

NOMINEES

         The following description sets forth the name, age and principal
occupation of each nominee for election as a director and the period during
which he has previously served as a director.

         James B. Ballard, age 55. Mr. Ballard has been a member of the Board
of Directors of the Company since 1996. Mr. Ballard was the Chief Executive
Officer, founder and a member of the board of directors from 1972 until January
1996 of Spartan Constructors, Inc., an industrial contractor serving the
continental United States as well as the international market. Mr. Ballard
currently serves as President and Chief Executive Officer of The Spartan Group,
an industrial contractor serving the continental United States.

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         Jerry M. Boles, age 59, has been a member of the Board of Directors of
the Company since 1996. Mr. Boles has been in the wholesale automotive
after-market for 35 years. Mr. Boles is owner and President of Boles Parts
Supply, Inc., which was founded in 1964, with headquarters in Atlanta, Georgia
and distribution warehouses in Oklahoma City, Oklahoma; Tappahannock, Virginia
and Dahlonega, Georgia.

         W. H. Britt, age 61, has been a member of the Board of Directors of the
Company since 1996. Mr. Britt has been an active businessman in the Gwinnett
County area since 1975. He is the founder and owner of H & H Truck and Tractor,
Inc., an equipment sales company, and W. H. Britt and Associates, Inc., a real
estate brokerage and development company. Mr. Britt was an organizer of Gwinnett
County Bank (Heritage Bank) in 1972 and served as a director until 1987 when the
bank was sold.

         Richard F. Combs, age 52, has been a member of the Board of Directors
of the Company since 1997. Mr. Combs is the Founder and President of Pureflow
Ultraviolet, Inc., a company specializing in ultraviolet disinfecting equipment,
parts and services to industrial clients since 1978.

         William G. Hayes, age 61, has been a member of the Board of Directors
of the Company since 1997. Mr. Hayes is President and Chairman of Hayes, James
and Associates, an engineering and survey company based in Lawrenceville,
Georgia. Mr. Hayes was a director of the First National Bank of Gwinnett from
1984 to 1986.

         Larry D. Key, age 54, has been a member of the Board of Directors of
the Company since 1996. Mr. Key was the Executive Vice President and Chief
Lending Officer of Commercial Bank of Georgia from the merger of Commercial
Bank of Georgia and Commercial Bank of Gwinnett in March 1995 until he resigned
in July 1996 to participate in the organizing group of the Company and the
Bank. Mr. Key served as President and Chief Executive Officer of the former
Commercial Bank of Georgia from 1994 until the merger. He served as Executive
Vice President and Chief Credit Officer of the former Commercial Bank of
Georgia from 1992 until 1994. Mr. Key was senior Vice President from the
opening of the former Commercial Bank of Georgia in 1988 until 1992. He was
Group Vice President and an advisory director of Heritage Bank from 1984 until
1987. Mr. Key managed Moores Building Center, Inc. in Dahlonega, Georgia from
1987 to 1988. Mr. Key served as a director of Commercial Bancorp of Georgia,
Inc. and Commercial Bank of Georgia from their initial organization in 1988
until July 1996.

         Douglas A. Langley, age 41, has been a member of the Board of
Directors of the Company since 1997. Mr. Langley has been a managing partner of
Ashworth and Associates, a CPA firm in Tucker and Lawrenceville, Georgia, since
1977.

                                      -4-

<PAGE>   5


         Norris J. Nash, age 72, has been a member of the Board of Directors of
the Company since 1996. Mr. Nash is the President of Metropolitan Land
Development and Investment Corporation and Gwinnett-DeKalb, Inc. He has been a
real estate developer since 1962. Mr. Nash has served as director of the former
Gwinnett County Bank, and on the Advisory Board of Wachovia Bank of Georgia,
N.A. Mr. Nash was a member of the Georgia House of Representatives for Gwinnett
County, District 22, Post #1 from 1967 to 1969.

         Joseph J. Powell, age 55, has been a member of the Board of Directors
of the Company since 1997. Mr. Powell has been President of Joe Powell and
Associates, Inc. since 1971 representing Liebert Corporation, provider of
mechanical equipment for computer operations.

         William S. Stanton, age 44, has been a member of the Board of
Directors of the Company since 1996. Mr. Stanton is President of Print
Direction, Inc. and Atlanta Screen Print, Inc. Mr. Stanton has served as
President of Print Direction since its inception in 1984 and Atlanta Screen
Print since 1988. He was an Account Representative with Xerox Corporation from
1977 to 1981.

         There are no arrangements or understandings between the Company and any
person pursuant to which any of the above persons have been or will be elected a
director. There are no family relations between any of the directors or
executive officers of the Company or the Bank.

                 APPROVAL OF ADOPTION OF 1998 STOCK OPTION PLAN

BACKGROUND

         The Board of Directors approved the adoption of the 1998 Stock Option
Plan (the "Plan") on December 15, 1998, subject to the approval of the Plan by
the shareholders at the 1999 annual meeting of shareholders. Options may be
granted under the Plan on and after the effective date, but no later than
December 14, 2008. The discussion which follows is qualified in its entirety by
reference to the Plan, a copy of which is attached to the proxy statement as
Exhibit A.

         A maximum of 180,000 shares of common stock may be issued pursuant to
options granted under the Plan, and the Board of Directors has reserved shares
for this purpose. The number of shares reserved for issuance under the Plan and
the terms of options

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may be adjusted in the event of an adjustment in the capital stock structure of
the Company or a related corporation (due to a merger, stock split, stock
dividend or similar event).

PURPOSE AND ELIGIBILITY

                  The purpose of the Plan is to encourage and enable selected
(1) key employees; (2) directors; and (3) independent contractors, consultants
and advisors (collectively, "independent contractors") of the Company or its
related corporations to acquire or increase their holdings of common stock in
order to promote a closer identification of their interests with those of the
Company and its shareholders, thereby further stimulating their efforts to
enhance the efficiency, soundness, profitability, growth and shareholder value
of the Company. The purpose will be carried out by the granting of incentive
stock options and nonqualified stock options of such options. The material
terms of awards are discussed below. See "Material Terms of Options."

ADMINISTRATION; AMENDMENT AND TERMINATION

                  The Plan will be administered by the Board of Directors, or
upon its delegation, by a committee of the Board (the "Committee"). The Board
of Directors and the Committee are referred to in this discussion collectively
as the "Board." Under the terms of the Plan, the Board has full and final
authority to take any action with respect to the Plan, including, without
limitation, the authority to determine all matters relating to options,
including selection of individuals to be granted options, the nature of each
option as an incentive option or nonqualified option, the times when options
may be granted and exercised (and to accelerate the exercisability of options),
the number of shares of common stock subject to an option, the option price and
the terms, conditions, restrictions and limitations of an option and to make
all other determinations deemed necessary or advisable for administering the
Plan.

                  The Plan may be amended or terminated at any time by the
Board of Directors, subject to the following: (1) shareholder approval is
required of any Plan amendment if such approval is required by applicable law,
rule or regulation; and (2) an amendment or termination of an option may not
adversely affect the rights of a recipient with respect to an outstanding
option without the recipient's consent.

MATERIAL TERMS OF OPTIONS

                  As noted above, the Plan authorizes the grant of both
incentive stock options and nonqualified stock options, both of which are
exercisable for shares of common stock. The option price at which an option may
be exercised will be determined by the Board at the

                                      -6-

<PAGE>   7

time of grant and may not be less than the par value per share of the common
stock. In addition, in the case incentive options, the option price must be
equal to or greater than the fair market value per share of the common stock on
the date of grant. The term of an option and the period or periods during which
an option may be exercised will be determined by the Board at the time of
option grant and, in the case of incentive options, the option term may not
exceed 10 years. Options are exercisable on such dates, during such periods,
for such number of shares and subject to such conditions as may be determined
by the Board. Payment must be made in cash or by check unless an individual
agreement authorizes payment by other means. Options are also subject to
certain restrictions on exercise if the participant terminates employment.

                  Incentive options are not transferable other than by will or
the laws of intestate succession. Nonqualified options are not transferable
other than by will or the laws of the intestate succession, except as only be
permitted by the Board in a manner consistent with the Securities Act of 1933,
as amended. The Plan requires recipients to pay in cash the amount of
withholding taxes unless the Company permits a recipient to elect to satisfy
such obligations by having the Company withhold shares.

                  The Plan generally provides that upon a change of control (as
defined in the Plan), all options outstanding as of the date of the change of
control will become fully exercisable, whether or not then otherwise
exercisable. However, the Plan authorizes the Board, in the event of a merger,
share exchange, reorganization or other business combination affecting the
Company or a related corporation, to determine that any or all options shall
not vest or become exercisable on an accelerated basis, if the Company or the
surviving or acquiring corporation takes such action (including but not limited
to the assumption of plan options or the grant of substitute options) which, in
the opinion of the Board is equitable or appropriate to protect the rights and
interest of participants under the Plan.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

                  The following summary generally describes the principal
federal (and not state and local) income tax consequences of options granted
under the Plan. The summary is general in nature and is not intended to cover
all tax consequences that may apply to a particular employee or to the Company.
The provisions of the Code and regulations thereunder relating to these matters
are complicated and their impact in any one case may depend upon the particular
circumstances.

                                      -7-

<PAGE>   8

                  Incentive Stock Options

                  Incentive stock options granted under the Plan are intended
to qualify as incentive stock options under Section 422 of the Code. Pursuant
to Section 422, the grant and exercise of an incentive stock option will
generally not result in taxable income to the optionee (with the possible
exception of alternative minimum tax liability) if the optionee does not
dispose of shares received upon exercise of an option less than one year after
the date of exercise and two years after the date of grant, and if the optionee
has continuously been an employee of the Company from the date of grant to
three months before the date of exercise (or twelve months in the event of
death or disability). The Company will not be entitled to a deduction for
income tax purposes in connection with the exercise of an incentive stock
option. Upon the disposition of shares acquired upon exercise of an incentive
stock option, the optionee will be taxed on the amount by which the amount
realized upon such disposition exceeds the option price, and the amount will be
treated as long-term capital gain or loss. If the holding period requirements
for incentive stock option treatment described above are not met, the option
will be treated as a nonqualified stock option.

                  Pursuant to the Code and the terms of the Plan, in no event
can there first become exercisable by an optionee in any one calendar year
incentive stock options granted by the Company with respect to shares having an
aggregate fair market value (determined at the time an option is granted)
greater than $100,000. To the extent an incentive stock option granted under
the Plan exceeds the foregoing limitation, it will be treated for all purposes
under the Plan as a nonqualified stock option. In addition, no incentive stock
option may be granted to an individual who owns, immediately before the time
that the option is granted, stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company unless the
option price is at least equal to 110% of the fair market value per share of
the common stock and the option term does not exceed five years.

                  Nonqualified Stock Options

                  If an optionee receives a nonqualified stock option, the
difference between the market value of the stock on the date of exercise and
the option price will constitute taxable ordinary income to the optionee on the
date of exercise. The Company will be entitled to a deduction in the same year
in an amount equal to the income taxable to the optionee. The optionee's basis
in shares of common stock acquired upon exercise of an option will equal the
option price plus the amount of income taxable at the time of exercise. Any
subsequent disposition of the stock by the optionee will be taxed as a capital
gain or loss to the optionee, and will be long-term capital gain or loss if the
optionee has held the stock for more than one year at the time of sale.

                                      -8-

<PAGE>   9

                  The affirmative vote of the holders of a majority of the
shares of common stock present or represented and entitled to vote at the 1999
annual meeting of shareholders is required to adopt the Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL
TO ADOPT THE PLAN.


                              CERTAIN TRANSACTIONS

                  The Company and the Bank have banking and other business
transactions in the ordinary course of business with directors and officers of
the Company and the Bank, including members of their families or corporations,
partnerships or other organizations in which such directors and officers have a
controlling interest. Such transactions are on substantially the same terms
(including price, interest rate and collateral) as those prevailing at the time
for comparable transactions with unrelated parties, and any banking
transactions do not involve more than the normal risk of collectibility or
present other unfavorable features to the Company and the Bank. As of December
31, 1998, there were no loans to executive officers and directors of the
Company or the Bank, or to principal shareholders of the Company or to
affiliates of such persons.

                  The Bank has entered into a Lease Agreement with GBC
Properties, L.L.C. ("GBC Properties") to lease the Bank's current premises in
Lawrenceville, Georgia (the "Premises"). Most of the members of GBC Properties
are directors of the Company and organizers of the Bank. The Premises lease
rate is market rental value established by two MAI appraisals and, therefore,
it is as favorable as rates obtainable from an unaffiliated third party.

                                      -9-

<PAGE>   10

                             PRINCIPAL SHAREHOLDERS

                  The following table sets forth certain information regarding
the shares of the Company's common stock owned as of the record date (i) by
each person who beneficially owns more than 5% of the shares of the Company's
common stock, (ii) by each of the Company's nominees and directors, and (iii)
by all directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>
                                                                 Number of              Percentage
        Name of Beneficial Owner (1)                            Shares (2)             Ownership (2)
        ----------------------------                           -----------             -------------
<S>                                                            <C>                     <C>
Larry D. Key............................................            17,173                 1.81
   Chairman, President and Chief
   Executive Officer
John T. Hopkins, III....................................            10,010                 1.05
   Executive Vice President, Chief
   Financial Officer, Secretary and
   Treasurer
Michael A. Roy..........................................             7,931                  .83
    Executive Vice President and Chief
    Credit Officer
Paul C. Birkhead........................................            15,042                 1.58
    Senior Vice President
Michael L. Couch........................................             3,993                  .42
    Senior Vice President
Marcia N. Watkins.......................................             1,300                  .14
    Senior Vice President and Chief
    Operations Officer
James B. Ballard........................................            41,706                 4.39
    Director
Jerry M. Boles..........................................            25,000                 2.63
    Director
W. H. Britt.............................................            15,337                 1.61
    Director
Richard F. Combs........................................            21,361                 2.25
    Director
William Grant Hayes.....................................             5,000                  .53
    Director
Douglas A. Langley......................................            21,000                 2.21
    Director
</TABLE>

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<PAGE>   11

<TABLE>
<CAPTION>
                                                               Number of               Percentage
        Name of Beneficial Owner (1)                           Shares (2)             Ownership (2)
        ----------------------------                          -----------             ------------
<S>                                                           <C>                     <C>
Norris J. Nash..........................................           22,685                   2.39
    Director
James J. Powell.........................................           25,000                   2.63
    Director
William S. Stanton......................................           39,410                   4.15
    Director
Directors and Executive Officers                                  271,948                  28.62
    as a group (15 persons)
</TABLE>

---------------------
(1) Except as otherwise indicated, the persons named in the above table have
sole voting and investment power with respect to all shares shown as
beneficially owned by them. The information as to beneficial ownership has been
furnished by the respective persons listed in the above table.

(2) Based on 950,080 shares outstanding as of the record date.

                                 OTHER MATTERS

                  At the time of the preparation of this Proxy Statement, the
Company was not aware of any matters to be presented for action at the Annual
Meeting other than the Proposal referred to herein. If other matters are
properly presented for action at the Annual Meeting, it is intended that the
persons named as Proxies will vote or refrain from voting in accordance with
their best judgment on such matters.



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<PAGE>   12
PROXY

                               GBC BANCORP, INC.


          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned stockholder hereby appoints Larry D. Key and John T.
Hopkins, III, each or any one of them, with full power of substitution, as
Proxies to represent and to vote, as designated below, all the shares of common
stock of GBC BANCORP, INC. (the "Company") held of record by the undersigned on
September 15, 1999, at the Annual Meeting of the Shareholders (the "Annual
Meeting") to be held on October 19, 1999, or any adjournments thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS.

PROPOSAL (1): Election of Directors.

Nominees: James B. Ballard, Jerry M. Boles, W. H. Britt, Richard F. Combs,
          William G. Hayes, Larry D. Key, Douglas A. Langley, Norris J. Nash
          and Joseph J. Powell, William S. Stanton.

Check      [ ] For all Nominees listed above  [ ] Withhold Authority to vote for
-----          (except as marked to the           all Nominees listed above
One Box             contrary below)
-------

Instructions: To withhold authority to vote for any individual
Nominee, write that Nominee's name in the following space provided:

--------------------------------------------------------------------

--------------------------------------------------------------------

PROPOSAL (2):  Approval of Adoption of 1998 Stock Option Plan

Check          [ ]  For   [ ] Against    [ ]  Abstain
-----
One Box
-------

      This Proxy revokes all prior proxies with respect to the Annual Meeting
and may be revoked prior to its exercise. Unless otherwise specified, this
Proxy will be voted for the election of the Nominees for director named in
Proposal 1 and for Proposal 2, and in the discretion of the persons named as
Proxies on all other matters which may properly come before the Annual Meeting
or any adjournments thereof.

      Please sign exactly as name appears below. If a corporation, please sign
in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.



                                     -------------------------------------
DATED: ____________, 1999.           Signature
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY           -------------------------------------
USING THE ENCLOSED ENVELOPE          Signature if held jointly