As filed with the Securities and Exchange Commission on December 29, 2017

Registration No. 333-        ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

OLD POINT FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

1 West Mellen Street
Hampton, Virginia 23663
(757) 728-1200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert F. Shuford, Sr.
Chairman, President and Chief Executive Officer
Old Point Financial Corporation
1 West Mellen Street
Hampton, Virginia 23663
(757) 728-1200

(Name, address, including zip code, and telephone number, including area code of agent for service)

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

☐

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(1)

Represents the estimated maximum number of shares of common stock of Old Point Financial Corporation (“Old Point”) to be issued pursuant to the Agreement and Plan of Reorganization, dated as of October 27, 2017, by and among Old Point, The Old Point National Bank of Phoebus and Citizens National Bank (“Citizens National”), which is attached to the proxy statement/prospectus as Appendix A, based upon 1,440,727 shares of Citizens National common stock outstanding on December 22, 2017.

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(2)

Pursuant to Rule 457(f) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based on the average of the high and low prices for shares of Citizens National common stock as reported on the OTC Markets Group’s Pink marketplace on December 22, 2017 ($5.00 per share) multiplied by the maximum number of such shares (1,440,727) that may be exchanged for the securities being registered, minus the estimated amount in cash to be paid by Old Point in the proposed merger ($3,155,192.13).

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(3)

Determined in accordance with Section 6(b) of the Securities Act of 1933, as amended, at a rate equal to $124.50 per $1,000,000 of the proposed maximum aggregate offering price.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus does not constitute an offer to sell these securities, nor a solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED DECEMBER 29, 2017

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder of Citizens National Bank:

Citizens National Bank (“Citizens National”) has entered into an agreement and plan of reorganization, or merger agreement, with Old Point Financial Corporation (“Old Point”) and its wholly-owned subsidiary, The Old Point National Bank of Phoebus (“Old Point National Bank”), that provides for the merger of Citizens National with and into Old Point National Bank. Old Point National Bank will be the surviving bank in the merger. We are sending you this document to ask you, as a Citizens National stockholder, to approve the merger agreement.

In the merger, each share of Citizens National common stock (except for certain excluded shares) will be converted into the right to receive (i) 0.1041 shares of Old Point common stock and (ii) $2.19 in cash, with cash paid in lieu of any fractional shares of Old Point common stock. The merger consideration, including the conversion ratio, is fixed and will not be adjusted to reflect any stock price fluctuations prior to completion of the merger. Therefore, at the time of the special meeting Citizens National stockholders will not know the exact market value of the merger consideration to be paid by Old Point when the merger is completed. Based on a volume-weighted average price of  $31.48 for Old Point common stock for the three trading days ended October 27, 2017, the last trading day prior to public announcement of the merger, the merger consideration represented approximately $5.47 in value for each share of Citizens National common stock, or $7.9 million on an aggregate basis. The most recent reported closing sale price for Old Point common stock on [•] was $[•]; based on this closing sale price, the merger consideration represents approximately $[•] in value for each share of Citizens National common stock, or $[•] on an aggregate basis. The most recent reported sale price for Citizens National common stock on [•] was $[•]. Based on the 0.1041 conversion ratio and the number of shares of Citizens National common stock outstanding as of  [•], the estimated maximum number of shares of Old Point common stock issuable in the merger is [•]. You are urged to obtain current market quotations for shares of Old Point common stock, which is listed on the NASDAQ Capital Market (trading symbol “OPOF”), and shares of Citizens National common stock (trading symbol “CNBV”), which is quoted on the OTC Markets Group’s Pink marketplace.

Citizens National is holding a special meeting of its stockholders to obtain approval of the merger agreement and related matters as described in the accompanying proxy statement/prospectus. Approval of the merger agreement requires the affirmative vote of at least two-thirds of the outstanding shares of Citizens National common stock. Your vote is very important!

The Citizens National board of directors unanimously determined that the merger is fair to and in the best interests of Citizens National and its stockholders and unanimously approved and adopted the merger agreement. The Citizens National board of directors unanimously recommends that you vote “FOR” approval of the merger agreement.

It is important that your shares are represented at the special meeting, whether or not you plan to attend the special meeting. Abstentions and failures to vote will have the same effect as votes against the merger proposal. Please take the time to vote by completing, signing, dating and returning the enclosed proxy card or vote by accessing the Internet site or calling the telephone number listed on your proxy card.

This proxy statement/prospectus describes the Citizens National special meeting, the merger, the documents related to the merger, and other related matters. Please carefully read this proxy statement/prospectus, including the information in the “Risk Factors” section beginning on page 20.

Thank you for your support.

[•]

Jeffrey H. Noblin
President and Chief Executive Officer
Citizens National Bank

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued under this proxy statement/prospectus, or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Old Point common stock to be issued in the merger are not savings or deposit accounts or other obligations of any bank or savings association, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This proxy statement/prospectus is dated [•], 201[•] and is first being mailed to stockholders of Citizens National on or about [•], 201[•].

CITIZENS NATIONAL BANK

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on [•], 2018

Notice is hereby given that on [•], 2018, Citizens National Bank, Windsor, Virginia (“Citizens National”), will hold a special meeting of stockholders at 4:00 p.m., local time, at Citizens National’s main office located at 11407 Windsor Boulevard, Windsor, Virginia 23487 to consider and vote on the following matters:

(1)

a proposal to approve the Agreement and Plan of Reorganization, dated as of October 27, 2017, by and among Old Point Financial Corporation, The Old Point National Bank of Phoebus, Hampton, Virginia, and Citizens National, as such agreement may be amended from time to time (the “merger proposal”);

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(2)

a proposal granting the Citizens National board of directors the right to adjourn, postpone or continue the special meeting, on one or more occasions, if necessary or appropriate, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal (the “adjournment proposal”); and

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(3)

to transact such other business as may properly come before the special meeting or any adjournment, postponement or continuance of the special meeting.

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The Citizens National board of directors has fixed the close of business on [•], 201[•] as the record date for the special meeting. Only Citizens National stockholders of record at that time are entitled to notice of, and to vote at, the special meeting or any adjournment, postponement or continuance of the special meeting. Approval of the merger agreement requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Citizens National common stock entitled to vote at the special meeting.

You are entitled to dissent to the merger and receive payment for your shares under 12 U.S.C. § 215a. Any stockholder who wishes to exercise dissenters’ appraisal rights must strictly comply with the procedures set forth in 12 U.S.C. § 215a, a copy of which is included as Appendix C to the proxy statement/prospectus. A description of these procedures is included in the section entitled “The Merger — Dissenters’ Appraisal Rights” in the accompanying proxy statement/prospectus.

The Citizens National board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Please promptly vote by completing, signing, dating and returning the enclosed proxy card or by accessing the Internet site or calling the telephone number listed on your proxy card, whether or not you plan to attend the special meeting. If you attend the meeting in person, you may revoke your proxy card or prior vote and vote your shares in person.

By Order of the Board of Directors,

[•]

Jeffrey H. Noblin
President and Chief Executive Officer
Citizens National Bank

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Old Point from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of documents incorporated by reference, see “Where You Can Find More Information” on page 90.

You can obtain documents incorporated by reference in this proxy statement/prospectus free of charge through the Securities and Exchange Commission (“SEC”) website (http://www.sec.gov), through the Old Point website (www.oldpoint.com), or by requesting them in writing or by telephone from Old Point at the following address or phone number, respectively:

Investor Relations
Old Point Financial Corporation
1 West Mellen Street
Hampton, Virginia 23663
(757) 728-1428

You will not be charged for any of these documents that you request. Stockholders of Citizens National requesting documents should do so by [•], 201[•] in order to receive them before the special meeting.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/​prospectus is dated [•], 201[•], and you should assume that the information in this proxy statement/​prospectus is accurate only as of such date. You should assume that the information incorporated into this proxy statement/prospectus by reference to another document is accurate only as of the date of such other document. Neither the mailing of this proxy statement/prospectus to Citizens National stockholders nor the issuance by Old Point of shares of Old Point common stock in connection with the merger will create any implication to the contrary.

Information on the websites of Old Point (or any of its subsidiaries) or Citizens National is not a part of this proxy statement/prospectus. You should not rely on that information in deciding how to vote.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding Citizens National has been provided by Citizens National and information contained in this proxy statement/prospectus regarding Old Point has been provided by Old Point.

See “Where You Can Find More Information” on page 90.

In this proxy statement/prospectus, unless the context requires otherwise or unless otherwise noted:

•

all references to “Old Point” are to Old Point Financial Corporation;

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•

all references to “Old Point National Bank” are to The Old Point National Bank of Phoebus, Hampton, Virginia;

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•

all references to “Old Point Trust” are to Old Point Trust & Financial Services, N.A.;

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•

all references to “Citizens National” are to Citizens National Bank, Windsor, Virginia;

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•

all references to the “merger” are to the merger of Citizens National with and into Old Point National Bank, with Old Point National Bank being the surviving bank in the merger;

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•

all references to the “merger agreement” are to the Agreement and Plan of Reorganization, dated as of October 27, 2017, by and among Old Point, Old Point National Bank and Citizens National, a copy of which is attached as Appendix A to this proxy statement/prospectus;

​

•

all references to the “Citizens National special meeting” and the “special meeting” are to the special meeting of Citizens National stockholders;

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•

all references to the “merger proposal” are to Citizens National’s proposal to approve the merger agreement; and

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•

all references to the “adjournment proposal” are to Citizens National’s proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal.

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TABLE OF CONTENTS

i

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and the special meeting. They may not include all of the information that is important to Citizens National stockholders. We urge stockholders to read carefully this proxy statement/prospectus, including the appendices and other documents referred to herein.

Q:

What is the merger?

​

A:

Old Point and Citizens National have entered into the merger agreement whereby Citizens National will merge with and into Old Point National Bank, with Old Point National Bank being the surviving bank in the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A.

​

Q:

Why do Old Point and Citizens National want to merge?

​

A:

The proposed merger will allow Old Point to expand its existing presence in the greater Hampton Roads marketplace and Isle of Wight County, Virginia. Citizens National’s stockholders are expected to benefit from the size and strength of the combined company, and the more active trading market for Old Point’s common stock. To review the reasons for the merger in more detail, see “The Merger — Old Point’s Reasons for the Merger” beginning on page 41 and “The Merger — Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors” beginning on page 39.

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Q:

What is the proxy statement/prospectus and why am I receiving it?

​

A:

This proxy statement/prospectus describes the proposed merger between Citizens National and Old Point National Bank, a wholly-owned subsidiary of Old Point. Because you are a stockholder of Citizens National, you are being asked to vote to approve the merger agreement.

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Q:

What will I receive in the merger?

​

A:

In the merger, holders of Citizens National common stock will receive 0.1041 shares of Old Point common stock (the “conversion ratio”) and $2.19 in cash (the “cash consideration”) for each of their shares of Citizens National common stock (other than dissenting shares) outstanding at the effective time of the merger, and cash in lieu of any fractional shares (together, the “merger consideration”). The merger consideration is fixed and the conversion ratio will not be adjusted to reflect stock price changes prior to completion of the merger.

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Q:

When and where is the Citizens National special meeting of stockholders?

​

A:

The special meeting of Citizens National stockholders will be held at Citizens National’s main office located at 11407 Windsor Boulevard, Windsor, Virginia 23487, on [•], 2018 at 4:00 p.m., local time.

​

Q:

What do holders of Citizens National common stock need to do now?

​

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the Citizens National special meeting.

​

Q:

How do I vote if I am a stockholder of record?

​

A:

You may vote before the Citizens National special meeting by completing, signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope or by accessing the Internet site or calling the telephone number listed on your proxy card. You may also cast your vote in person at Citizens National’s special meeting of stockholders. See above for the date, time and place of the special meeting.

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1

Q:

How do I vote if I hold my shares in “street name”?

​

A:

If your shares are held in “street name” through a broker, bank or other nominee, that entity will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote in person at the special meetings will need to present a valid proxy from the entity that holds the shares.

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Q:

If my shares of Citizens National common stock are represented by stock certificates, should I send in my Citizens National stock certificates now?

​

A:

No. Please do not send your stock certificates with your proxy card.

​

If you are a holder of Citizens National common stock, the exchange agent will mail written instructions within five business days after the merger is completed on how to exchange your Citizens National stock certificates for shares of Old Point common stock issued in book-entry form and your check for the cash consideration and cash in lieu of any fractional shares of Old Point common stock.

Q:

What should I do if I hold my shares of Citizens National common stock in book-entry form?

​

A:

After completion of the merger, the exchange agent will mail written instructions within five business days after the merger is completed on how to exchange your shares of Citizens National common stock held in book-entry form for shares of Old Point common stock and your check for the cash consideration and cash in lieu of any fractional shares of Old Point common stock.

​

Q:

Will the merger affect outstanding shares of Old Point common stock?

​

A:

No. Old Point stockholders will continue to own their existing shares of Old Point common stock. Each share of Old Point common stock will continue to represent one share of Old Point common stock following the merger.

​

Q:

Who may solicit proxies on Citizens National’s behalf?

​

A:

In addition to solicitation of proxies by Citizens National by mail, proxies may also be solicited by Citizens National’s directors and employees personally, and by telephone, facsimile or other means. Citizens National has also retained Regan & Associates, Inc., a proxy solicitation firm, to assist in the solicitation of proxies for a fee not to exceed $7,000, including expenses. For more information on solicitation of proxies in connection with the special meeting of Citizens National stockholders, see “The Citizens National Special Meeting — Solicitation of Proxies” beginning on page 32.

​

Q:

Why is my vote as a holder of Citizens National common stock important?

​

A:

If you do not vote your shares of Citizens National common stock, it will be more difficult for Citizens National to obtain the necessary quorum to hold its special meeting. In addition, approval of the merger proposal requires the affirmative vote of at least two-thirds of the outstanding shares of the Citizens National common stock entitled to vote at the special meeting. If you do not vote your shares by proxy or in person, the effect will be the same as a vote against the merger proposal.

​

The Citizens National board of directors unanimously recommends that you vote for the merger proposal. Further, due to the importance of the vote to approve the merger agreement, Citizens National is also seeking authority from stockholders through the adjournment proposal to grant authority to the board of directors to adjourn the special meeting to temporarily delay the meeting to provide time for management to solicit additional proxies in the event there are insufficient votes to approve the merger proposal.

Q:

If my shares are held in street name by my broker, will my broker automatically vote my shares for me?

​

A:

No. Your broker cannot vote your shares without instructions from you. You should instruct your broker as to how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker. Without instructions, your shares will not be voted, which will have the effect described below.

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2

Q:

What if I fail to vote or abstain from voting on the merger proposal?

​

A:

If you fail to vote, your failure to vote will have the same effect as a vote against the merger proposal. If you respond with an “abstain” vote, your vote will have the same effect as a vote against the merger proposal. If you are a stockholder of record of Citizens National common stock and you sign, date and return your proxy card but do not indicate how you want to vote on the merger proposal, your proxy will be voted in favor of the merger proposal.

​

Q:

Can I attend the Citizens National special meeting and vote my shares in person?

​

A:

Yes. All holders of Citizens National common stock, including stockholders of record and stockholders who beneficially own their shares through a broker, bank or other nominee, are invited to attend the Citizens National special meeting. Holders of record of Citizens National common stock as of the record date can vote in person at the Citizens National special meeting. If you wish to vote in person at the special meeting and if you are a stockholder of record as of the record date, you should bring the enclosed proxy card and proof of identity. If you hold your shares in street name through a broker, bank or other nominee, you will need to bring with you and provide to the inspectors of election a legal proxy, executed in your favor, by the holder of record of your shares (a “written proxy”). At the appropriate time during the special meeting, the stockholders present will be asked whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote. Everyone who attends the special meeting must abide by the rules for the conduct of the meeting distributed at the meeting.

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Even if you plan to attend the special meeting, you are encouraged to vote your shares as soon as possible.

Q:

Is the merger expected to be taxable to Citizens National stockholders?

​

A:

The merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, Troutman Sanders LLP has delivered to Old Point, and Williams Mullen has delivered to Citizens National, their respective opinions that, for U.S. federal income tax purposes, subject to the limitations, assumptions, and qualifications described in “Material U.S. Federal Income Tax Consequences” beginning on page 69, the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, a holder of Citizens National common stock generally will not recognize gain or loss for federal income tax purposes on the exchange of shares of Citizens National common stock for Old Point common stock, except with respect to cash received (i) on the exchange of shares of Citizens National common stock, (ii) in lieu of fractional shares of Old Point common stock, or (iii) upon the exercise of dissenter’s appraisal rights. It is a condition to Old Point’s and Citizens National’s obligations to complete the merger that they each receive a tax opinion, dated the closing date of the merger, that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. These opinions, however, will not bind the Internal Revenue Service (the “IRS”) or the courts, which could take a contrary view.

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For greater detail, see “Material U.S. Federal Income Tax Consequences” beginning on page 69.

The U.S. federal income tax consequences described above may not apply to all holders of Citizens National common stock. Tax matters can be very complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the specific tax consequences of the merger to you.

3

Q:

If I am a holder of Citizens National common stock, can I change or revoke my vote?

​

A:

Yes. If you are a stockholder of record of Citizens National common stock as of the record date for the Citizens National special meeting, you may change your vote or revoke your proxy by: (i) timely delivering a later dated proxy or a written notice of revocation to Citizens National’s Secretary at P.O. Box 100, Windsor, Virginia 23487; (ii) timely voting through the Internet or by telephone after your initial vote; or (iii) attending the Citizens National special meeting and voting in person. Your attendance at the special meeting will not itself revoke a proxy.

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If your hold your shares of Citizens National common stock in street name, you must follow the instructions of your bank, broker or other nominee to change your vote. Any holder of record of Citizens National common stock, or street name holder with a written proxy from the appropriate record holder, entitled to vote in person at the Citizens National special meeting may vote in person regardless of whether a proxy has been previously given. The mere presence of a stockholder at the Citizens National special meeting will not constitute revocation of a previously given proxy.

Q:

How are the directors of Citizens National going to vote in the merger?

​

A:

Each of the directors of Citizens National has entered into a support and non-competition agreement (a “support agreement”) with Old Point pursuant to which he or she agreed, among other things, to cause all of the shares of Citizens National common stock over which he or she exercises sole rights of voting and disposition (such shares, the “Covered Shares”) to be voted in favor of approving the merger agreement, subject to certain exceptions. As of the record date of the Citizens National special meeting, there were [•] Covered Shares subject to support agreements, which represented [•]% of the Citizens National common stock outstanding. See “The Merger Agreement — Support and Non-Competition Agreements” beginning on page 66.

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Q:

If I am a Citizens National stockholder, do I have appraisal or dissenters’ rights?

​

A:

Yes. Pursuant to the National Bank Act, Citizens National stockholders may dissent from the merger and elect to receive a cash payment for the appraised value of their dissenting shares. In order to perfect dissenters’ appraisal rights, a Citizens National stockholder must comply with the provisions of federal law, which include voting against the merger or giving notice in writing at or before the Citizens National special meeting to the presiding officer that the stockholder dissents from the merger, and confirming such stockholder’s intent to dissent from the merger within 30 days after completion of the merger. See “The Merger — Dissenters’ Appraisal Rights” beginning on page 49. However, it is a condition to closing the merger that not more than 15.0% of the shares of Citizens National common stock constitute dissenting shares with respect to the merger, unless waived by Old Point and Old Point National Bank. See “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 58.

​

Q:

Who can I contact if I cannot locate my Citizens National stock certificate(s)?

​

A:

If you are unable to locate your original Citizens National stock certificate(s), you should contact the exchange agent, Computershare, at 250 Royall Street, Canton, Massachusetts 02021.

​

Q:

When do you expect to complete the merger?

​

A:

Old Point and Citizens National currently expect to complete the merger during the first quarter of 2018. However, they cannot assure you when or if the merger will occur. Old Point and Citizens National must, among other things, obtain the approval of Citizens National stockholders at the Citizens National special meeting and required regulatory approvals described below in “The Merger Agreement — Conditions to Completion of the Merger” and “The Merger — Regulatory Approvals” beginning on pages 58 and 52, respectively.

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4

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, holders of Citizens National common stock will retain their Citizens National common stock and therefore will not receive any consideration for their shares in connection with the merger. Instead, Citizens National will remain an independent bank. In addition, in certain circumstances, a termination fee may be required to be paid by Citizens National. See “The Merger Agreement — Effect of Termination; Termination Fee” beginning on page 65 for a complete discussion of the circumstances under which a termination fee would be required to be paid.

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Q:

What happens if I sell or transfer ownership of shares of Citizens National common stock after the record date for the Citizens National special meeting?

​

A:

The record date for the Citizens National special meeting is earlier than the expected date of completion of the merger. Therefore, if you sell or transfer ownership of your shares of Citizens National common stock after the record date for the Citizens National special meeting, but prior to completion of the merger, you will retain the right to vote at the Citizens National special meeting, but the right to receive the merger consideration will transfer with the shares of Citizens National common stock.

​

Q:

Whom should I call with questions?

​

A:

Citizens National stockholders should contact Jeffrey H. Noblin or Elizabeth T. Beale by telephone at (757) 242-4422. You may also obtain more information about the merger and the proxy statement/prospectus by contacting Regan & Associates, Inc., Citizens National’s proxy solicitor, at (800) 737-3426.

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5

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6

7

8

9

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10

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11

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12

13

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Old Point Common Stock

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Citizens National Common Stock

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Equivalent Market Value Per Share of Citizens National(1)

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October 27, 2017

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​

$

32.00

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​

​

​

$

4.44(2)

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​

​

​

$

5.52

​

​

[•], 201[•]

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​

​

$

[•]

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​

​

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$

[•]

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​

​

​

$

[•]

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​

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14

15

​

​

Nine Months Ended September 30, (unaudited)

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​

Twelve Months Ended December 31,

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​

2017

​

​

2016

​

​

2016

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​

2015

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​

2014

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​

2013

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​

2012

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​

​

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(dollars in thousands except per share data)

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RESULTS OF OPERATIONS

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​

​

​

​

​

​

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​

​

​

​

​

​

​

​

​

Interest income

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​

​

$

24,354

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​

​

​

$

22,236

​

​

​

​

$

29,826

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​

​

​

$

30,295

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​

​

​

$

30,289

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​

​

​

$

29,823

​

​

​

​

$

32,580

​

​

Interest expense

​

​

​

​

2,098

​

​

​

​

​

1,934

​

​

​

​

​

2,574

​

​

​

​

​

3,632

​

​

​

​

​

3,849

​

​

​

​

​

4,680

​

​

​

​

​

5,774

​

​

Net interest income

​

​

​

​

22,256

​

​

​

​

​

20,302

​

​

​

​

​

27,252

​

​

​

​

​

26,663

​

​

​

​

​

26,440

​

​

​

​

​

25,143

​

​

​

​

​

26,806

​

​

Provision for loan losses

​

​

​

​

2,925

​

​

​

​

​

1,300

​

​

​

​

​

1,930

​

​

​

​

​

1,025

​

​

​

​

​

600

​

​

​

​

​

1,300

​

​

​

​

​

2,400

​

​

Net interest income after provision for loan losses

​

​

​

​

19,331

​

​

​

​

​

19,002

​

​

​

​

​

25,322

​

​

​

​

​

25,638

​

​

​

​

​

25,840

​

​

​

​

​

23,843

​

​

​

​

​

24,406

​

​

Noninterest income

​

​

​

​

10,615

​

​

​

​

​

10,278

​

​

​

​

​

13,466

​

​

​

​

​

13,136

​

​

​

​

​

12,644

​

​

​

​

​

12,773

​

​

​

​

​

14,959

​

​

Noninterest expenses

​

​

​

​

27,092

​

​

​

​

​

26,265

​

​

​

​

​

34,831

​

​

​

​

​

35,086

​

​

​

​

​

34,172

​

​

​

​

​

33,105

​

​

​

​

​

34,183

​

​

Income before income taxes

​

​

​

​

2,854

​

​

​

​

​

3,015

​

​

​

​

​

3,957

​

​

​

​

​

3,688

​

​

​

​

​

4,312

​

​

​

​

​

3,511

​

​

​

​

​

5,182

​

​

Income tax expense (benefit)

​

​

​

​

(6)

​

​

​

​

​

113

​

​

​

​

​

160

​

​

​

​

​

54

​

​

​

​

​

196

​

​

​

​

​

348

​

​

​

​

​

995

​

​

Net income

​

​

​

$

2,860

​

​

​

​

$

2,902

​

​

​

​

$

3,797

​

​

​

​

$

3,634

​

​

​

​

$

4,116

​

​

​

​

$

3,163

​

​

​

​

$

4,187

​

​

FINANCIAL CONDITION

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

954,497

​

​

​

​

$

905,756

​

​

​

​

$

902,966

​

​

​

​

$

896,787

​

​

​

​

$

876,280

​

​

​

​

$

864,288

​

​

​

​

$

907,499

​

​

Securities available for sale, at fair value

​

​

​

​

164,112

​

​

​

​

​

162,219

​

​

​

​

​

199,365

​

​

​

​

​

214,192

​

​

​

​

​

139,346

​

​

​

​

​

155,639

​

​

​

​

​

329,456

​

​

Loans held for investment, net of deferred fees and costs

​

​

​

​

700,996

​

​

​

​

​

593,920

​

​

​

​

​

603,882

​

​

​

​

​

568,475

​

​

​

​

​

535,994

​

​

​

​

​

500,699

​

​

​

​

​

471,133

​

​

Allowance for loan losses

​

​

​

​

8,951

​

​

​

​

​

7,780

​

​

​

​

​

8,245

​

​

​

​

​

7,738

​

​

​

​

​

7,075

​

​

​

​

​

6,831

​

​

​

​

​

7,324

​

​

Deposits

​

​

​

​

782,445

​

​

​

​

​

764,497

​

​

​

​

​

784,502

​

​

​

​

​

746,471

​

​

​

​

​

716,654

​

​

​

​

​

725,405

​

​

​

​

​

753,816

​

​

Total borrowings

​

​

​

​

68,885

​

​

​

​

​

38,239

​

​

​

​

​

18,704

​

​

​

​

​

50,950

​

​

​

​

​

67,816

​

​

​

​

​

56,586

​

​

​

​

​

62,226

​

​

Total liabilities

​

​

​

​

856,856

​

​

​

​

​

809,289

​

​

​

​

​

808,976

​

​

​

​

​

803,611

​

​

​

​

​

787,783

​

​

​

​

​

783,527

​

​

​

​

​

818,199

​

​

Stockholders' equity

​

​

​

​

97,641

​

​

​

​

​

96,467

​

​

​

​

​

93,990

​

​

​

​

​

93,176

​

​

​

​

​

88,497

​

​

​

​

​

80,761

​

​

​

​

​

89,300

​

​

PERTINENT RATIOS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on average assets

​

​

​

​

0.41%

​

​

​

​

​

0.44%

​

​

​

​

​

0.43%

​

​

​

​

​

0.41%

​

​

​

​

​

0.47%

​

​

​

​

​

0.36%

​

​

​

​

​

0.48%

​

​

Return on average equity

​

​

​

​

3.97%

​

​

​

​

​

4.07%

​

​

​

​

​

3.99%

​

​

​

​

​

4.02%

​

​

​

​

​

4.81%

​

​

​

​

​

3.73%

​

​

​

​

​

4.76%

​

​

Net interest margin (FTE)

​

​

​

​

3.67%

​

​

​

​

​

3.67%

​

​

​

​

​

3.66%

​

​

​

​

​

3.56%

​

​

​

​

​

3.57%

​

​

​

​

​

3.23%

​

​

​

​

​

3.40%

​

​

Efficiency ratio

​

​

​

​

82.42%

​

​

​

​

​

85.89%

​

​

​

​

​

85.54%

​

​

​

​

​

88.16%

​

​

​

​

​

87.43%

​

​

​

​

​

87.31%

​

​

​

​

​

81.85%

​

​

Tier 1 capital (to risk weighted assets)

​

​

​

​

10.98%

​

​

​

​

​

12.50%

​

​

​

​

​

13.39%

​

​

​

​

​

13.78%

​

​

​

​

​

14.36%

​

​

​

​

​

14.50%

​

​

​

​

​

15.64%

​

​

Total capital (to risk weighted assets)

​

​

​

​

12.08%

​

​

​

​

​

13.58%

​

​

​

​

​

14.51%

​

​

​

​

​

14.89%

​

​

​

​

​

15.44%

​

​

​

​

​

15.58%

​

​

​

​

​

16.89%

​

​

Leverage ratio

​

​

​

​

9.54%

​

​

​

​

​

10.04%

​

​

​

​

​

10.68%

​

​

​

​

​

10.93%

​

​

​

​

​

10.75%

​

​

​

​

​

10.37%

​

​

​

​

​

10.08%

​

​

Tangible common equity/tangible assets

​

​

​

​

10.23%

​

​

​

​

​

10.65%

​

​

​

​

​

10.41%

​

​

​

​

​

10.39%

​

​

​

​

​

10.10%

​

​

​

​

​

9.34%

​

​

​

​

​

9.84%

​

​

Cash dividends declared

​

​

​

$

0.33

​

​

​

​

$

0.30

​

​

​

​

$

0.40

​

​

​

​

$

0.34

​

​

​

​

$

0.26

​

​

​

​

$

0.22

​

​

​

​

$

0.20

​

​

Book value

​

​

​

$

19.49

​

​

​

​

$

19.45

​

​

​

​

$

18.94

​

​

​

​

$

18.79

​

​

​

​

$

17.85

​

​

​

​

$

16.29

​

​

​

​

$

18.01

​

​

16

​

​

​

Nine Months Ended September 30, (unaudited)

​

​

Twelve Months Ended December 31,

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(dollars in thousands except per share data)

​

Asset Quality

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nonaccrual loans

​

​

​

$

10,212

​

​

​

​

$

8,550

​

​

​

​

$

7,159

​

​

​

​

$

4,582

​

​

​

​

$

5,570

​

​

​

​

$

11,324

​

​

​

​

$

10,632

​

​

OREO

​

​

​

$

—

​

​

​

​

$

1,141

​

​

​

​

$

1,067

​

​

​

​

$

2,741

​

​

​

​

$

5,106

​

​

​

​

$

6,415

​

​

​

​

$

6,574

​

​

ALL/total outstanding loans

​

​

​

​

1.28%

​

​

​

​

​

1.31%

​

​

​

​

​

1.37%

​

​

​

​

​

1.36%

​

​

​

​

​

1.32%

​

​

​

​

​

1.36%

​

​

​

​

​

1.55%

​

​

Nonaccrual loans/total loans

​

​

​

​

1.46%

​

​

​

​

​

1.44%

​

​

​

​

​

1.19%

​

​

​

​

​

0.81%

​

​

​

​

​

1.04%

​

​

​

​

​

2.26%

​

​

​

​

​

2.26%

​

​

ALL/nonaccrual loans

​

​

​

​

87.65%

​

​

​

​

​

90.99%

​

​

​

​

​

115.17%

​

​

​

​

​

168.88%

​

​

​

​

​

127.02%

​

​

​

​

​

60.32%

​

​

​

​

​

68.89%

​

​

NPAs/total outstanding loans

​

​

​

​

2.02%

​

​

​

​

​

2.07%

​

​

​

​

​

1.84%

​

​

​

​

​

1.88%

​

​

​

​

​

2.20%

​

​

​

​

​

3.65%

​

​

​

​

​

3.75%

​

​

Net charge-offs/total average loans

​

​

​

​

0.34%

​

​

​

​

​

0.22%

​

​

​

​

​

0.24%

​

​

​

​

​

0.06%

​

​

​

​

​

0.07%

​

​

​

​

​

0.38%

​

​

​

​

​

0.75%

​

​

Provision/total average loans

​

​

​

​

0.45%

​

​

​

​

​

0.22%

​

​

​

​

​

0.33%

​

​

​

​

​

0.18%

​

​

​

​

​

0.12%

​

​

​

​

​

0.28%

​

​

​

​

​

0.50%

​

​

Per Share Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share, basic

​

​

​

$

0.57

​

​

​

​

$

0.59

​

​

​

​

$

0.77

​

​

​

​

$

0.73

​

​

​

​

$

0.83

​

​

​

​

$

0.64

​

​

​

​

$

0.84

​

​

Earnings per share, diluted

​

​

​

$

0.57

​

​

​

​

$

0.59

​

​

​

​

$

0.77

​

​

​

​

$

0.73

​

​

​

​

$

0.83

​

​

​

​

$

0.64

​

​

​

​

$

0.84

​

​

Cash dividends paid per share

​

​

​

$

0.33

​

​

​

​

$

0.30

​

​

​

​

$

0.40

​

​

​

​

$

0.34

​

​

​

​

$

0.26

​

​

​

​

$

0.22

​

​

​

​

$

0.20

​

​

Market value per share

​

​

​

$

32.40

​

​

​

​

$

20.66

​

​

​

​

$

25.00

​

​

​

​

$

17.16

​

​

​

​

$

15.00

​

​

​

​

$

12.82

​

​

​

​

$

11.05

​

​

Book value per share

​

​

​

$

19.49

​

​

​

​

$

19.45

​

​

​

​

$

18.94

​

​

​

​

$

18.79

​

​

​

​

$

17.85

​

​

​

​

$

16.29

​

​

​

​

$

18.01

​

​

Tangible book value per share

​

​

​

$

19.49

​

​

​

​

$

19.45

​

​

​

​

$

18.94

​

​

​

​

$

18.79

​

​

​

​

$

17.85

​

​

​

​

$

16.29

​

​

​

​

$

18.01

​

​

Price to earnings ratio, diluted

​

​

​

​

42.63

​

​

​

​

​

26.26

​

​

​

​

​

32.47

​

​

​

​

​

23.51

​

​

​

​

​

18.07

​

​

​

​

​

20.03

​

​

​

​

​

13.15

​

​

Price to book value ratio

​

​

​

​

1.66

​

​

​

​

​

1.06

​

​

​

​

​

1.32

​

​

​

​

​

0.91

​

​

​

​

​

0.84

​

​

​

​

​

0.79

​

​

​

​

​

0.61

​

​

Dividend payout ratio

​

​

​

​

57.89%

​

​

​

​

​

50.85%

​

​

​

​

​

51.95%

​

​

​

​

​

46.58%

​

​

​

​

​

31.33%

​

​

​

​

​

34.38%

​

​

​

​

​

23.81%

​

​

Weighted average shares outstanding, basic

​

​

​

​

4,985,135

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,173

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

Weighted average shares outstanding, diluted

​

​

​

​

4,997,231

​

​

​

​

​

4,959,009

​

​

​

​

​

4,960,934

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

17

​

​

Nine Months Ended September 30, (unaudited)

​

​

Twelve Months Ended December 31,

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(dollars in thousands except per share data)

​

RESULTS OF OPERATIONS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

1,990

​

​

​

​

$

2,021

​

​

​

​

$

2,669

​

​

​

​

$

2,838

​

​

​

​

$

2,993

​

​

​

​

$

2,895

​

​

​

​

$

2,916

​

​

Interest expense

​

​

​

​

264

​

​

​

​

​

290

​

​

​

​

​

380

​

​

​

​

​

436

​

​

​

​

​

495

​

​

​

​

​

638

​

​

​

​

​

776

​

​

Net interest income

​

​

​

​

1,726

​

​

​

​

​

1,731

​

​

​

​

​

2,289

​

​

​

​

​

2,402

​

​

​

​

​

2,498

​

​

​

​

​

2,257

​

​

​

​

​

2,140

​

​

Provision for loan losses

​

​

​

​

5

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

50

​

​

​

​

​

491

​

​

​

​

​

88

​

​

Net interest income after provision for loan losses

​

​

​

​

1,721

​

​

​

​

​

1,731

​

​

​

​

​

2,289

​

​

​

​

​

2,402

​

​

​

​

​

2,448

​

​

​

​

​

1,766

​

​

​

​

​

2,052

​

​

Noninterest income

​

​

​

​

80

​

​

​

​

​

99

​

​

​

​

​

148

​

​

​

​

​

144

​

​

​

​

​

154

​

​

​

​

​

203

​

​

​

​

​

205

​

​

Noninterest expenses

​

​

​

​

1,747

​

​

​

​

​

1,688

​

​

​

​

​

2,292

​

​

​

​

​

2,317

​

​

​

​

​

2,312

​

​

​

​

​

2,303

​

​

​

​

​

2,014

​

​

Income (loss) before income taxes

​

​

​

​

54

​

​

​

​

​

142

​

​

​

​

​

145

​

​

​

​

​

229

​

​

​

​

​

290

​

​

​

​

​

(334)

​

​

​

​

​

243

​

​

Income tax expense (benefit)

​

​

​

​

19

​

​

​

​

​

—

​

​

​

​

​

(778)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net income (loss)

​

​

​

$

35

​

​

​

​

$

142

​

​

​

​

$

923

​

​

​

​

$

229

​

​

​

​

$

290

​

​

​

​

$

(334)

​

​

​

​

$

243

​

​

FINANCIAL CONDITION

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

50,009

​

​

​

​

$

51,982

​

​

​

​

$

50,826

​

​

​

​

$

54,927

​

​

​

​

$

55,623

​

​

​

​

$

54,225

​

​

​

​

$

55,053

​

​

Securities available for sale, at fair value

​

​

​

​

3,588

​

​

​

​

​

5,239

​

​

​

​

​

4,096

​

​

​

​

​

4,618

​

​

​

​

​

4,984

​

​

​

​

​

7,453

​

​

​

​

​

9,924

​

​

Loans held for investment

​

​

​

​

43,276

​

​

​

​

​

41,536

​

​

​

​

​

39,385

​

​

​

​

​

40,344

​

​

​

​

​

43,861

​

​

​

​

​

42,959

​

​

​

​

​

40,213

​

​

Allowance for loan losses

​

​

​

​

645

​

​

​

​

​

660

​

​

​

​

​

657

​

​

​

​

​

648

​

​

​

​

​

661

​

​

​

​

​

801

​

​

​

​

​

530

​

​

Deposits

​

​

​

​

41,918

​

​

​

​

​

44,697

​

​

​

​

​

42,873

​

​

​

​

​

47,901

​

​

​

​

​

48,836

​

​

​

​

​

47,917

​

​

​

​

​

47,974

​

​

Total liabilities

​

​

​

​

42,109

​

​

​

​

​

44,817

​

​

​

​

​

42,996

​

​

​

​

​

48,006

​

​

​

​

​

48,938

​

​

​

​

​

48,035

​

​

​

​

​

48,120

​

​

Stockholders' equity

​

​

​

​

7,900

​

​

​

​

​

7,165

​

​

​

​

​

7,830

​

​

​

​

​

6,921

​

​

​

​

​

6,685

​

​

​

​

​

6,190

​

​

​

​

​

6,933

​

​

PERTINENT RATIOS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on average assets

​

​

​

​

0.09%

​

​

​

​

​

0.35%

​

​

​

​

​

1.74%

​

​

​

​

​

0.41%

​

​

​

​

​

0.52%

​

​

​

​

​

(0.59)%

​

​

​

​

​

0.45%

​

​

Return on average equity

​

​

​

​

0.59%

​

​

​

​

​

2.67%

​

​

​

​

​

12.99%

​

​

​

​

​

3.31%

​

​

​

​

​

4.46%

​

​

​

​

​

(4.88)%

​

​

​

​

​

3.53%

​

​

Net interest margin

​

​

​

​

4.89%

​

​

​

​

​

4.44%

​

​

​

​

​

4.52%

​

​

​

​

​

4.56%

​

​

​

​

​

4.77%

​

​

​

​

​

4.13%

​

​

​

​

​

4.15%

​

​

Efficiency ratio

​

​

​

​

96.73%

​

​

​

​

​

92.24%

​

​

​

​

​

94.05%

​

​

​

​

​

91.01%

​

​

​

​

​

87.18%

​

​

​

​

​

93.62%

​

​

​

​

​

85.88%

​

​

Tier 1 capital (to risk weighted assets)

​

​

​

​

16.70%

​

​

​

​

​

16.61%

​

​

​

​

​

18.51%

​

​

​

​

​

17.02%

​

​

​

​

​

15.57%

​

​

​

​

​

15.78%

​

​

​

​

​

16.41%

​

​

Total capital (to risk weighted assets)

​

​

​

​

17.96%

​

​

​

​

​

17.86%

​

​

​

​

​

19.77%

​

​

​

​

​

18.28%

​

​

​

​

​

16.82%

​

​

​

​

​

17.04%

​

​

​

​

​

17.66%

​

​

Leverage ratio

​

​

​

​

15.22%

​

​

​

​

​

13.39%

​

​

​

​

​

14.65%

​

​

​

​

​

12.55%

​

​

​

​

​

11.99%

​

​

​

​

​

11.45%

​

​

​

​

​

12.20%

​

​

Tangible common equity/tangible assets

​

​

​

​

15.80%

​

​

​

​

​

13.78%

​

​

​

​

​

15.41%

​

​

​

​

​

12.60%

​

​

​

​

​

12.02%

​

​

​

​

​

11.42%

​

​

​

​

​

12.59%

​

​

18

​

​

​

Nine Months Ended September 30, (unaudited)

​

​

Twelve Months Ended December 31,

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(dollars in thousands except per share data)

​

Asset Quality

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nonaccrual loans

​

​

​

$

162

​

​

​

​

$

182

​

​

​

​

$

162

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

1,375

​

​

​

​

$

679

​

​

OREO

​

​

​

$

167

​

​

​

​

$

196

​

​

​

​

$

167

​

​

​

​

$

439

​

​

​

​

$

675

​

​

​

​

$

470

​

​

​

​

$

556

​

​

ALL/total outstanding loans

​

​

​

​

1.49%

​

​

​

​

​

1.59%

​

​

​

​

​

1.67%

​

​

​

​

​

1.61%

​

​

​

​

​

1.51%

​

​

​

​

​

1.86%

​

​

​

​

​

1.32%

​

​

Nonaccrual loans/total loans

​

​

​

​

0.37%

​

​

​

​

​

0.44%

​

​

​

​

​

0.41%

​

​

​

​

​

—%

​

​

​

​

​

—%

​

​

​

​

​

3.20%

​

​

​

​

​

1.69%

​

​

ALL/nonaccrual loans

​

​

​

​

398.15%

​

​

​

​

​

362.64%

​

​

​

​

​

405.56%

​

​

​

​

​

—%

​

​

​

​

​

—%

​

​

​

​

​

58.25%

​

​

​

​

​

78.06%

​

​

NPAs/total outstanding loans

​

​

​

​

0.76%

​

​

​

​

​

0.91%

​

​

​

​

​

0.84%

​

​

​

​

​

1.09%

​

​

​

​

​

1.54%

​

​

​

​

​

4.29%

​

​

​

​

​

3.07%

​

​

Net (recoveries) charge-offs/total average loans

​

​

​

​

0.06%

​

​

​

​

​

(0.04)%

​

​

​

​

​

(0.02)%

​

​

​

​

​

0.03%

​

​

​

​

​

0.42%

​

​

​

​

​

0.52%

​

​

​

​

​

0.27%

​

​

Provision/total average loans

​

​

​

​

0.03%

​

​

​

​

​

—%

​

​

​

​

​

—%

​

​

​

​

​

—%

​

​

​

​

​

0.11%

​

​

​

​

​

1.16%

​

​

​

​

​

0.22%

​

​

Per Share Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings (loss) per share, basic and diluted

​

​

​

$

0.03

​

​

​

​

$

0.13

​

​

​

​

$

0.64

​

​

​

​

$

0.16

​

​

​

​

$

0.20

​

​

​

​

$

(0.23)

​

​

​

​

$

0.17

​

​

Market value per share

​

​

​

$

5.18

​

​

​

​

$

3.24

​

​

​

​

$

3.25

​

​

​

​

$

2.50

​

​

​

​

$

1.95

​

​

​

​

$

2.10

​

​

​

​

$

0.78

​

​

Book value per share

​

​

​

$

5.48

​

​

​

​

$

4.97

​

​

​

​

$

5.43

​

​

​

​

$

4.80

​

​

​

​

$

4.64

​

​

​

​

$

4.30

​

​

​

​

$

4.75

​

​

Tangible book value per share

​

​

​

$

5.48

​

​

​

​

$

4.97

​

​

​

​

$

5.43

​

​

​

​

$

4.80

​

​

​

​

$

4.64

​

​

​

​

$

4.30

​

​

​

​

$

4.81

​

​

Price to earnings ratio

​

​

​

​

172.67

​

​

​

​

​

24.92

​

​

​

​

​

5.08

​

​

​

​

​

15.63

​

​

​

​

​

9.75

​

​

​

​

​

(9.13)

​

​

​

​

​

4.59

​

​

Price to book value ratio

​

​

​

​

0.95

​

​

​

​

​

0.65

​

​

​

​

​

0.60

​

​

​

​

​

0.52

​

​

​

​

​

0.42

​

​

​

​

​

0.49

​

​

​

​

​

0.16

​

​

Weighted average shares outstanding, basic and diluted

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,460,354

​

​

19

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements” on page 26, Citizens National stockholders should consider carefully the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Old Point’s business is also subject to numerous risks and uncertainties described in its Annual Report on Form 10-K for the year ended December 31, 2016, and subsequent documents filed with the SEC, which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 90.

Risks Associated with the Merger

Because the market price of Old Point common stock will fluctuate, Citizens National stockholders cannot be sure of the value of the merger consideration they will receive.

Upon completion of the merger, each share of Citizens National common stock will be converted into the merger consideration consisting of shares of Old Point common stock and cash. The market value of the merger consideration received by Citizens National stockholders will vary with the price of Old Point’s common stock, and there will be no adjustment to the merger consideration for changes in the market price of either shares of Old Point common stock or shares of Citizens National common stock. Old Point’s stock price changes daily as a result of a variety of other factors in addition to the business and relative prospects of Old Point, including general market and economic conditions, industry trends, and the regulatory environment. These factors are beyond Old Point’s control. Therefore, at the time of the special meeting, holders of Citizens National common stock will not know the precise market value of the consideration they will receive at the effective time of the merger. Stockholders should obtain current market quotations for shares of Old Point common stock and for shares of Citizens National common stock.

The market price of Old Point common stock after the merger may be affected by factors different from those affecting the shares of Citizens National or Old Point currently.

Upon completion of the merger, holders of Citizens National common stock that receive stock consideration in the merger will become holders of Old Point common stock. Old Point’s business differs from that of Citizens National, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of Old Point or Citizens National. For a discussion of the businesses of Old Point and Citizens National and of certain factors to consider in connection with those businesses, see “Information about Old Point,” “Information about Citizens National” and “Where You Can Find More Information” which describes the documents incorporated by reference herein, beginning on pages 74, 73 and 90, respectively.

The integration of the operations of Citizens National into Old Point may be more difficult than anticipated.

The success of the merger will depend on a number of factors including, but not limited to, Old Point’s ability to:

•

timely and successfully integrate the operations and data processing of Old Point and Citizens National;

​

•

retain key employees, and retain and attract qualified personnel to, Old Point and Citizens National;

​

•

maintain existing relationships with depositors in Citizens National to minimize withdrawals of deposits prior to and subsequent to the merger;

​

•

maintain and enhance existing relationships with borrowers to limit unanticipated losses from loans of Citizens National;

​

20

•

control the incremental noninterest expense from Citizens National to maintain overall operating efficiencies; and

​

•

compete effectively in the communities served by Old Point and Citizens National and in nearby communities.

​

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated.

Before the merger may be completed, Old Point must obtain various approvals or consents from the Federal Reserve, the OCC and the VSCC. These regulators may impose conditions on the completion of the merger or require changes to the terms of the merger. Although Old Point and Citizens National do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Old Point following the merger. There can be no assurance as to whether the regulatory approvals will be received, the timing of those approvals, or whether any conditions will be imposed. The merger agreement contains a condition to the obligation of each of Old Point, Old Point National Bank and Citizens National to close the merger that the required regulatory approvals not contain any conditions, restrictions or requirements that the Old Point board of directors reasonably determines in good faith would materially reduce the benefits of the merger and the transactions contemplated by the merger agreement to such a degree that Old Point would not have entered into the merger agreement had such conditions, restrictions or requirements been known at the date of the merger agreement. See “The Merger — Regulatory Approvals” beginning on page 52.

Combining the two companies may be more difficult, costly or time-consuming than expected.

The success of the merger will depend, in part, on Old Point’s ability to realize the anticipated benefits and cost savings from combining the businesses of Old Point and Citizens National and to combine the businesses of Old Point and Citizens National in a manner that permits growth opportunities and cost savings to be realized without materially disrupting the existing customer relationships of Citizens National or decreasing revenues due to loss of customers. If Old Point is not able to successfully combine these businesses, the anticipated benefits and cost savings of the merger may not be realized fully or at all or may take longer to realize than expected.

Old Point and Citizens National have operated and, until the completion of the merger, will continue to operate, independently. After the completion of the merger, Old Point expects to integrate Citizens National’s business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. The loss of key employees could adversely affect Old Point’s ability to successfully conduct its business in the market in which Citizens National now operates, which could have an adverse effect on Old Point’s financial results and the value of its common stock. If Old Point experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Citizens National to lose customers or cause customers to remove their accounts from Citizens National and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Citizens National and Old Point during this transition period and for an undetermined period after consummation of the merger.

Old Point may fail to realize the cost savings estimated for the merger.

Although Old Point estimates that it will realize cost savings (excluding one-time costs and expenses associated with the merger with Citizens National) from the merger when fully phased in, it is possible that the estimates of the potential cost savings could turn out to be incorrect. In addition, future business developments may require Old Point to continue to operate or maintain some support functions that are currently expected to be combined or reduced. The cost savings estimates also depend on Old Point’s ability

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to combine the businesses of Old Point and Citizens National in a manner that permits those costs savings to be realized. If the estimates turn out to be incorrect or Old Point is not able to combine the two companies successfully, the anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected.

The merger with Citizens National may distract management of Old Point from its other responsibilities.

The acquisition of Citizens National could cause the management of Old Point to focus its time and energies on matters related to the acquisition that otherwise would be directed to the business and operations of Old Point. Any such distraction on the part of management, if significant, could affect its ability to service existing business and develop new business and adversely affect the business and earnings of Old Point.

If the merger is not completed, Old Point and Citizens National will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of Old Point and Citizens National has incurred substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, Old Point and Citizens National would have to recognize these expenses without realizing the expected benefits of the merger.

Citizens National stockholders will have less influence as stockholders of Old Point than as stockholders of Citizens National.

Citizens National stockholders currently have the right to vote in the election of the board of directors of Citizens National and on other matters affecting Citizens National. Following the merger, the stockholders of Citizens National as a group will own approximately [•]% of the common stock of Old Point. When the merger occurs, each Citizens National stockholder that receives shares of Old Point common stock will become a stockholder of Old Point with a percentage ownership of the combined organization much smaller than such stockholder’s percentage ownership of Citizens National. Because of this, Citizens National stockholders will have less influence on the management and policies of Old Point than they now have on the management and policies of Citizens National. In addition, Old Point and Citizens National expect that no member of Citizens National’s board of directors will become a director of Old Point or Old Point National Bank following the effective time of the merger.

Directors and executive officers of Citizens National have interests in the merger that differ from the interests of non-director or non-management stockholders.

Citizens National stockholders should be aware that some of the directors and executive officers of Citizens National may have interests in the merger that differ from, or are in addition to, their interests as holders of Citizens National common stock. The Citizens National board of directors was aware of these interests and took them into account in its decision to approve the merger agreement. These interests exist because of, among other things, employment agreements that the executive officers have entered into with Citizens National and potential payments and benefits under these agreements, rights that these executive officers have under Citizens National’s benefits plans, potential arrangements to continue as employees of Old Point National Bank following the merger, and rights to indemnification and directors and officers insurance following the merger.

The fairness opinion obtained by Citizens National from its financial advisor will not reflect changes in circumstances between signing the merger agreement and the completion of the merger.

Although Citizens National obtained a fairness opinion dated October 27, 2017 from its financial advisor, Performance Trust, as described below, Citizens National has not obtained an updated fairness opinion as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Citizens National or Old Point, general market and economic conditions and other factors that may be beyond the control of Citizens National and Old Point, and on which the fairness opinion was based, may alter the value of Citizens National or Old Point or the prices of shares of Citizens National common stock

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or Old Point common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Citizens National does not anticipate asking its financial advisor to update its opinion, the October 27, 2017 opinion does not address the fairness of the merger consideration, from a financial point of view, at the time the merger is completed. The opinion is included as Appendix B to this proxy statement/prospectus. For a description of the opinion that Citizens National received from its financial advisor, please refer to “The Merger — Opinion of Citizens National’s Financial Advisor” beginning on page 42. For a description of the other factors considered by Citizens National’s board of directors in determining to approve the merger, please refer to “The Merger — Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors” beginning on page 39.

The merger will not be completed unless important conditions are satisfied or waived.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the merger will not occur or will be delayed and each of Old Point and Citizens National may lose some or all of the intended benefits of the merger. The following conditions, in addition to other closing conditions, must be satisfied or waived, if permissible, before Old Point and Citizens National are obligated to complete the merger:

•

the merger agreement must be approved by the requisite vote of the holders of outstanding shares of Citizens National common stock;

​

•

all regulatory approvals must be obtained;

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•

no governmental authority of competent jurisdiction has taken any action that prohibits consummation of the merger;

​

•

the registration statement (of which this proxy statement/prospectus is a part) registering shares of Old Point common stock to be issued in the merger has been declared effective and no stop order shall have been issued or threatened by the SEC; and

​

•

the shares of Old Point common stock to be issued in the merger have been approved for listing on the NASDAQ Capital Market, subject to official notice of issuance.

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For a more detailed description of the conditions set forth in the merger agreement that must be satisfied or waived to complete the merger, see “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 58.

Termination of the merger agreement could negatively impact Citizens National.

If the merger agreement is terminated, there may be various consequences. For example, Citizens National’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. If the merger agreement is terminated and Citizens National’s board of directors seeks another merger or business combination, Citizens National stockholders cannot be certain that Citizens National will be able to find a party willing to pay the equivalent or greater consideration than that which Old Point has agreed to pay in the merger. In addition, if the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by Citizens National’s board of directors, Citizens National may be required to pay Old Point a termination fee of $375,000.

If a substantial number of stockholders of Citizens National exercise dissenters’ appraisal rights, Old Point and Citizens National may not be able to complete the merger and may incur significant additional costs.

Stockholders of Citizens National are entitled to assert dissenters’ appraisal rights provided by the National Bank Act, as described in more detail in the section titled “The Merger — Dissenters’ Appraisal Rights” beginning on page 49. If the merger is completed, a stockholder of Citizens National who has complied with applicable requirements under federal law may require Old Point to pay in cash the appraised value of such stockholder’s dissenting shares instead of the merger consideration. Such appraised value

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would be determined by a committee of three persons selected as provided by the National Bank Act. The merger agreement contains a closing condition that can only be waived by Old Point that not more than 15% of the outstanding shares of Citizens National common stock shall constitute dissenting shares. Old Point, Old Point National Bank and Citizens National cannot predict the number of shares of Citizens National common stock that will constitute dissenting shares in the merger, the amount of cash that Old Point may be required to pay following the merger with respect to the dissenting shares, or the expenses that Old Point may incur in connection with the appraisal process. If the number of dissenting shares exceeds the percentage described above, or the costs incurred in connection with the appraisal process are substantial, it could prevent the merger from being completed or have a material adverse effect on Old Point or Citizens National.

Failure to complete the merger could negatively affect the market value of Citizens National common stock.

If the merger is not completed for any reason, Citizens National may be subject to a number of material risks, including the following:

•

the market value of its common stock may decline to the extent that the current market prices of its shares reflect a market assumption that the merger will be completed;

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•

costs relating to the merger, such as legal, accounting and financial advisory fees, and, in specified circumstances, termination fees, must be paid even if the merger is not completed; and

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•

the diversion of management’s attention from the day-to-day business operations and the potential disruption to Citizens National’s employees and business relationships during the period before the completion of the merger may make it difficult to regain financial and market positions if the merger does not occur.

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The shares of Old Point common stock to be received by holders of Citizens National common stock as a result of the merger will have different rights from the shares of Citizens National common stock.

Upon completion of the merger, holders of Citizens National common stock (other than those holders that properly assert their dissenters’ rights) will become holders of Old Point common stock, and their rights as stockholders will be governed by Old Point’s articles of incorporation and bylaws. The rights associated with Citizens National common stock are different from the rights associated with Old Point common stock. Please see “Comparative Rights of Stockholders” beginning on page 76 for a discussion of the different rights associated with Old Point common stock.

Citizens National will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Citizens National. These uncertainties may impair Citizens National’s ability to attract, retain and motivate strategic personnel until the merger is consummated, and could cause customers and others that deal with Citizens National to seek to change existing business relationships with Citizens National. Experienced employees in the financial services industry are in high demand, and competition for their talents can be intense. Employees of Citizens National may experience uncertainty about their future role with the surviving corporation until, or even after, strategies with regard to the combined company are announced or executed. If strategic Citizens National employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Old Point, Citizens National’s business following the merger could be harmed. In addition, the merger agreement restricts Citizens National from taking other specified actions until the merger occurs without the consent of Old Point. These restrictions may prevent Citizens National from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement — Business Pending the Merger” beginning on page 59.

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Risks Associated with Old Point

Recently enacted legislation may reduce the carrying value of Old Point’s and Citizens National’s deferred tax assets and result in charges against Old Point’s and Citizens National’s earnings.

On December 22, 2017, the U.S. President signed tax reform legislation that, among other things, reduces the U.S. corporate tax rate from 34% to 21%. A reduction in the U.S. corporate tax rate may reduce the value of Old Point’s and Citizens National’s deferred tax assets, which would also result in a charge against earnings and a reduction of net income for the year ended December 31, 2017. As of the date of this proxy statement/prospectus, Old Point estimates that the value of its deferred tax assets would decrease by approximately $1.1 million, and Citizens National estimates that the value of its deferred tax assets would decrease by approximately $300 thousand, each of which would be effective during 2017 and would be accompanied by a corresponding charge to Old Point’s or Citizens National’s earnings for the year ended December 31, 2017, respectively.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of Old Point, Old Point National Bank and Citizens National, or their respective directors or officers, with respect to future events and financial performance. Specifically, forward-looking statements may include:

•

statements relating to the ability of Old Point, Old Point National Bank and Citizens National to complete the merger within the expected timeframe and the benefits thereof, including anticipated efficiencies, opportunities, synergies and cost savings estimated to result from the merger;

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•

projections of income, assets, and other performance measures, including the information set forth under the heading “The Merger — Certain Citizens National Unaudited Prospective Financial Information” beginning on page 47;

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•

statements regarding expansion of operations, including entrance into new markets, development of products and services, and execution of strategic initiatives;

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•

discussions of the future state of the economy, competition, regulation, taxation, including the potential impact of recently adopted tax reform legislation on Old Point and Citizens National, our business strategies, subsidiaries, investment risk and policies; and

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•

statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “prospects,” “continue,” “positions,” “potential,” “may,” “could,” “would,” “should,” “will” or similar expressions.

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These forward-looking statements are based on currently available information and we believe that the expectations reflected in our forward-looking statements are reasonable.

By their nature, however, forward-looking statements often involve assumptions about the future. Such assumptions are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. As such, Old Point, Old Point National Bank and Citizens National cannot guarantee you that the expectations reflected in or implied by our forward-looking statements actually will be achieved. Actual results may differ materially from those reflected in or implied by the forward-looking statements due to, among other things, the following factors:

•

fluctuations in the market price of Old Point common stock and the related effect on the market value of the merger consideration that Citizens National common stockholders will receive upon completion of the merger;

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•

business uncertainties and contractual restrictions while the merger is pending;

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•

the possibility that the proposed merger does not close when expected or at all because required regulatory, stockholder or other approvals and conditions to closing are not received, satisfied or waived on a timely basis or at all;

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•

the terms of the proposed merger may need to be modified to satisfy such approvals or conditions;

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•

the anticipated benefits from the proposed merger are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations (including changes to capital requirements) and their enforcement, and the degree of competition in the geographic and business areas in which the companies operate;

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•

the ability to promptly and effectively integrate the businesses of Citizens National into Old Point and Old Point National Bank;

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•

economic conditions in the target market areas of Old Point and Citizens National, including the impact of changes in the federal government’s military or defense spending, as well as general economic, market, political or business factors;

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•

reputational risks and the reaction of customers to the merger;

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•

diversion of management time on merger-related issues;

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•

changes in asset quality and credit risk;

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•

the inability to sustain revenue and earnings;

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•

the inability to meet regulatory capital requirements;

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•

changes in interest rates or the capital markets;

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•

interruptions in operations of information, security or other systems, including as a result of cyber-attacks, and the failure of third-party data processing service providers to perform under the terms of the applicable agreement or maintain information security;

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•

inflation;

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•

customer acceptance of Old Point’s products and services;

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•

customer borrowing, repayment, investment and deposit practices;

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•

the introduction, withdrawal, success and timing of business initiatives;

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•

competitive conditions;

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•

the impact, extent and timing of technological changes;

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•

changes in fiscal and monetary policies, including changes in tax laws such as recently adopted tax reform legislation, and their effects on markets, customers, Old Point and Citizens National;

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•

changes in regulations and actions of federal banking regulators, and legislative and regulatory actions and reforms; and

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•

the risks outlined in “Risk Factors” beginning on page 20.

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We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this proxy statement/prospectus or, in the case of a document incorporated herein by reference, as of the date of that document. Except as required by law, Old Point, Old Point National Bank and Citizens National do not undertake any obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to Old Point, Old Point National Bank or Citizens National or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this document.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in reports filed with the SEC by Old Point. See “Where You Can Find More Information” beginning on page 90 for a list of the documents incorporated herein by reference.

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PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Old Point common stock is listed and traded on the NASDAQ Capital Market under the symbol “OPOF.”

Citizens National common stock is quoted and traded on the OTC Pink under the symbol “CNBV.” Trading in Citizens National common stock on the OTC Pink marketplace historically has been limited and sporadic. During the period from January 1, 2017 to October 27, 2017, trades in Citizens National common stock occurred on only 70 of 208 trading days with an average daily trading volume of less than 715 shares per day during that time period. Only 34 of the 208 trading days had a daily trading volume of at least 1,000 shares traded. As a result of the lack of trading activity, the quoted price for Citizens National common stock on the OTC Pink is not necessarily a reliable indicator of its fair value.

As of  [•], 201[•], the last day prior to the date of this proxy statement/prospectus for which it was practicable to obtain this information, there were [•] shares of Old Point common stock outstanding, held by approximately [•] record holders, and [•] shares of Citizens National common stock outstanding, held by approximately [•] record holders. Such numbers of record holders do not reflect the number of beneficial owners holding stock through banks, brokers or other nominees.

The following table sets forth for the periods indicated the reported high and low sales prices of Old Point common stock and Citizens National common stock. Such market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not necessarily represent actual transactions.

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The following table sets forth the closing price per share of Old Point common stock and Citizens National common stock as of October 27, 2017, the last trading day before the public announcement of the merger, and as of  [•], 201[•], the last day prior to the date of this proxy statement/prospectus for which it was practicable to obtain this information. The table also includes the market value of Citizens National common stock on an equivalent price per share basis, as determined by reference to the value of merger consideration to be received in respect of each share of Citizens National common stock pursuant to the merger agreement. These equivalent prices per share reflect the fluctuating value of Old Point common stock that Citizens National common stockholders would receive in exchange for each share of Citizens National common stock if the merger was completed on either of these dates, applying the conversion ratio of 0.1041 for the stock component of the merger consideration.

(1)

The equivalent value of the per share merger consideration represents the sum of  $2.19, the cash portion of the per share merger consideration, plus the stock portion of the merger consideration based on the product of the conversion ratio of 0.1041 and the closing prices of Old Point common stock of  $32.00 on October 27, 2017 and $[•] on [•], 201[•], respectively.

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(2)

The most recent trade of Citizens National common stock as reported on the OTC Markets Group’s Pink marketplace on or before October 27, 2017, the last trading day before we announced the signing of the merger agreement, occurred on October 25, 2017 at a price of  $4.44.

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The market prices of shares of common stock of Old Point and Citizens National are subject to fluctuation. Because the conversion ratio is fixed, the number of shares of Old Point common stock that Citizens National stockholders receive in the merger will not be adjusted to reflect changes in the market price of Old Point common stock. The implied value of the stock component of the merger consideration that Citizens National stockholders will receive in the merger will change depending on changes in the market price of Old Point common stock and will not be known at the time you vote on the merger. Old Point and Citizens National urge holders of Citizens National common stock to obtain current market quotations.

Dividends and Dividend Restrictions

The holders of Old Point common stock receive dividends if and when declared by the Old Point board of directors out of funds legally available, subject to certain restrictions imposed by federal and state laws. Old Point currently pays dividends on its common stock on a quarterly basis, and it anticipates declaring and paying quarterly dividends after completion of the merger. Following the merger, declaration of dividends will be at the discretion of Old Point’s board of directors and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of Old Point, applicable state law and government regulations and other factors deemed relevant by Old Point’s board of directors. Old Point has no current intention to change its dividend strategy, but has and will continue to evaluate that decision on a quarterly basis.

As a bank holding company, Old Point is subject to certain regulatory and other legal restrictions on the amount of dividends it is permitted to pay to its stockholders, including requirements to maintain regulatory capital at or above minimum levels. The Federal Reserve is authorized to prohibit payment of a dividend by a bank holding company if it determines that such payment of a dividend would be an unsafe and unsound banking practice. It is also the policy of the Federal Reserve that a bank holding company should generally pay dividends on common stock only out of earnings, and only if prospective earnings retention is consistent with the company’s capital needs and overall current and prospective financial condition.

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Old Point is a legal entity separate and distinct from its subsidiaries, Old Point National Bank and Old Point Trust, and Old Point’s revenues depend primarily on the payment of dividends from its subsidiary banks. Therefore, Old Point’s principal source of funds with which to pay dividends on its stock and other separate expenses are dividends it receives from Old Point National Bank and Old Point Trust.

As federally chartered national banking associations, Old Point National Bank and Old Point Trust are subject to certain regulatory and other legal restrictions on the amount of dividends they are permitted to pay to Old Point, including requirements to maintain regulatory capital at or above minimum levels. Under the National Bank Act, (i) a national bank may not declare dividends in any calendar year that exceed the total of the bank’s net income for that year combined with its retained net income from the preceding two years without prior approval of the OCC, and (ii) a national bank may not pay any dividends in excess of the bank’s undivided profits (i.e., retained earnings). In addition to specific regulations governing the permissibility of dividends, the OCC is generally authorized to prohibit payment of a dividend by a national bank if it determines that such payment of a dividend would be an unsafe and unsound banking practice.

Citizens National is not currently paying dividends on its common stock, and it presently does not intend to pay any dividends on its common stock for the foreseeable future. As a federally chartered national banking association, Citizens National is subject to certain regulatory and other legal restrictions on the amount of dividends that it is permitted to pay to its stockholders, including the restrictions under the National Bank Act and of the OCC summarized above.

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THE CITIZENS NATIONAL SPECIAL MEETING

This section contains information about the special meeting of Citizens National common stockholders that has been called to consider and approve the merger agreement.

Together with this proxy statement/prospectus, Citizens National is also sending you a notice of the special meeting and a form of proxy that is solicited by the Citizens National board of directors. The special meeting will be held on [•], 2018, at 4:00 p.m., local time, at Citizens National’s main office located at 11407 Windsor Boulevard, Windsor, Virginia 23487.

Matters to Be Considered

The purpose of the special meeting is to vote on:

(1)

a proposal to approve the merger agreement, as such agreement may be amended from time to time (the “merger proposal”);

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(2)

a proposal granting the Citizens National board of directors the right to adjourn, postpone or continue the special meeting, on one or more occasions, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to approve the merger proposal (the “adjournment proposal”); and

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(3)

to transact such other business as may to transact such other business as may properly come before the special meeting or any adjournment, postponement or continuance of the special meeting.

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Other Business

We do not expect that any matter other than the merger proposal and the adjournment proposal will be brought before the special meeting. If, however, any other matter shall be brought before the special meeting, the shares represented by a valid proxy will be voted by the named proxies, to the extent entitled, in accordance with their best judgment.

Proxies

Each copy of this proxy statement/prospectus mailed to record holders of Citizens National common stock is accompanied by a proxy card with instructions for voting. The Citizens National board of directors requests that you submit your proxy promptly, whether or not you plan to attend the meeting. If you are a common stockholder and hold your shares of Citizens National common stock under your own name (also known as “record ownership”), you can vote your shares in one of the following manners:

•

by proxy via mail by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope;

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•

by proxy via the Internet by accessing the Internet site listed on the enclosed proxy card and following the instructions;

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•

by proxy via telephone by calling the toll-free number listed on the enclosed proxy card on a touch-tone phone and following the recorded instructions; or

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•

by attending the meeting and voting your shares in person.

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Any vote by proxy card, Internet or telephone may be revoked by you at any time before the meeting by giving written notice of such revocation to the corporate secretary of Citizens National or by executing another proxy or using the Internet or telephone voting procedures as of a date subsequent to the prior proxy card or Internet or telephone vote. If you are a stockholder of record as of the record date or have a legal proxy from a stockholder of record as of the record date, you may also revoke your proxy by voting in person at the special meeting. Shareholders who vote via the Internet or by telephone need not mail their proxy cards and doing so will revoke any prior vote or proxy. Instructions on how to vote by telephone or the Internet are included on your proxy card.

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If you hold your shares in “street name” through a bank, broker or other nominee (i.e., the record holder), you will receive a voting instruction form directly from them. Follow the instructions on the form they provide to have your shares voted by proxy. If you wish to attend the meeting and vote in person, you must obtain a written proxy, executed in your favor, from the bank, broker, or other nominee to do so.

All shares represented by valid proxies that Citizens National receives through this solicitation and that are not revoked will be voted in accordance with the instructions on the proxy cards or as instructed via the Internet or by telephone, or with respect to shares beneficially held in “street name,” in accordance with the voting instructions received from the appropriate bank, broker, or other nominee. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” each of the proposals described above.

Citizens National stockholders should not send Citizens National stock certificates with their proxy cards. After the merger is completed, holders of Citizens National will be mailed a transmittal form with instructions on how to exchange their Citizens National stock certificates for the merger consideration.

Solicitation of Proxies

Citizens National will bear the cost of soliciting proxies from its stockholders. In addition to solicitation of proxies by mail, proxies may also be solicited by Citizens National’s directors and employees personally, and by telephone, facsimile, or other means. No additional compensation will be paid to these individuals for proxy solicitation nor is it expected to result in more than a minimal cost. Citizens National may make arrangements directly with banks, brokerage houses, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of Citizens National common stock held of record by them and to obtain authorization for the execution of proxies. Citizens National expects to reimburse these institutional holders for their reasonable expenses in connection with these activities. Citizens National has also retained Regan & Associates, Inc., a proxy solicitation firm, to assist in the solicitation of proxies for a fee not to exceed $7,000, including expenses.

Record Date

The close of business on [•], 201[•] has been fixed as the record date for determining the Citizens National stockholders entitled to receive notice of and to vote at the special meeting. At that time, [•] shares of Citizens National common stock were outstanding and entitled to vote at the special meeting, held by approximately [•] holders of record.

Quorum and Voting Rights

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Citizens National common stock entitled to vote is necessary to constitute a quorum at the special meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present. A broker non-vote occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Brokers, banks, and other nominees holding shares of Citizens National common stock in “street name” may only vote your shares of Citizens National common stock on the merger proposal and the adjournment proposal if you provide instructions on how to vote. If you do not provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee, your shares will not be voted on any proposal with respect to which you did not provide instructions. Abstentions and broker non-votes will have the same effect as a vote against approval of the merger proposal and the adjournment proposal.

In addition, a failure to vote shares of Citizens National common stock by proxy or in person will have the same effect as a vote against the merger proposal and against the adjournment proposal.

As of the record date, Citizens National directors and executive officers, and their affiliates, beneficially held approximately [•]% of the outstanding shares of Citizens National common stock entitled to vote at the special meeting. Citizens National currently expects that each of these individuals will vote their shares

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of Citizens National common stock in favor of the proposals to be presented at the special meeting. Further, Citizens National directors have entered into support agreements that obligate each director to vote shares of Citizens National common stock over which each such director has sole voting and dispositive power for approval of the merger agreement, the merger and the other transactions contemplated thereby. The shares subject to these support agreements represent approximately [•]% of the shares of Citizens National common stock outstanding.

If you sign, date and return your proxy card but make no specification on your proxy card as to how you want your shares voted, your proxy will be voted “FOR” each of the proposals described above. If you are a holder of Citizens National common stock and you submit a proxy in which you abstain from voting, the abstention will be counted toward a quorum at the Citizens National special meeting.

Attending the Special Meeting

All holders of Citizens National common stock, including holders of record and stockholders who beneficially hold their stock through banks, brokers or other nominees, are invited to attend the special meeting. Stockholders of record on the record date can vote in person at the special meeting. If you beneficially hold your shares in “street name,” you must obtain a written proxy executed in your favor from your bank, broker or other nominee as record holder of your shares to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must either hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership, and you must bring a form of personal photo identification with you in order to be admitted. Citizens National reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

Dissenters’ Appraisal Rights

The holders of Citizens National common stock are entitled to dissent from the merger agreement and to receive a cash payment for the appraised value of their dissenting shares, provided they follow certain procedures. For more information on these dissenters’ rights, see “The Merger — Dissenters’ Appraisal Rights” beginning on page 49.

PROPOSALS TO BE CONSIDERED AT THE CITIZENS NATIONAL SPECIAL MEETING

Approval of the Merger Proposal (Proposal No. 1)

Citizens National is asking its stockholders to approve the merger agreement. For a detailed discussion of the merger, including the terms and conditions of the merger agreement, see “The Merger Agreement” beginning on page 54. As discussed in detail in the sections entitled “The Merger — Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors” beginning on page 39, after careful consideration, the Citizens National board of directors determined that the terms of the merger agreement and the transactions contemplated thereby are in the best interests of Citizens National and the board unanimously approved the merger agreement. Accordingly, Citizens National’s board of directors unanimously recommends that Citizens National stockholders vote “FOR” the merger proposal.

Required Vote.   Approval of the merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Citizens National common stock entitled to vote at the special meeting. You are entitled to one vote for each share of Citizens National common stock you held as of the record date. Because the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at the special meeting is needed in order to proceed with the merger, an abstention or broker non-vote, or the failure to vote, will have the effect of a vote against approval of the merger agreement.

Recommendation of the Citizens National Board of Directors.   The Citizens National board of directors recommends that you vote “FOR” approval of the merger proposal. See “The Merger — Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors” beginning on page 39 for a more detailed discussion of the Citizens National board of directors’ recommendation.

Approval of the Adjournment Proposal (Proposal No. 2)

If at the Citizens National special meeting the number of shares of common stock present in person or represented by proxy and voting in favor of the merger proposal is insufficient to approve such proposal,

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management may move to adjourn, postpone or continue the special meeting on one or more occasions in order to enable the board of directors to continue to solicit additional proxies in favor of such proposal; however, the special meeting may not be adjourned, postponed or continued to a date later than [•]. In that event, you will be asked to vote only upon the adjournment proposal and will not be asked to vote on the merger proposal at the special meeting.

In this proposal, Citizens National is asking the Citizens National stockholders to authorize the holder of any proxy solicited by its board of directors to grant to the Citizens National board of directors the authority to adjourn, postpone or continue the special meeting and any later adjournments. If the Citizens National stockholders approve this proposal, Citizens National could adjourn, postpone or continue the special meeting, and any adjourned session of the special meeting on one or more occasions, to use the additional time to solicit proxies in favor of the merger proposal, including the solicitation of proxies from the stockholders that have previously voted against such proposal. Among other effects, approval of this proposal could mean that, even if proxies representing a sufficient number of votes against the approval of the merger proposal have been received, Citizens National could adjourn, postpone or continue the special meeting without a further stockholder vote on such proposal and seek to convince the holders of those shares to change their votes to vote in favor of such proposal.

Generally, if the special meeting is adjourned, no notice of the adjourned meeting is required to be given to stockholders, other than an announcement at the special meeting of the place, date and time to which the meeting is adjourned.

Required Vote.   Approval of the adjournment proposal requires the affirmative vote of a majority of the outstanding shares of Citizens National common stock entitled to vote at the special meeting, assuming a quorum is present. An abstention or broker non-vote, or the failure to vote, will have the effect of a vote against approval of this proposal.

Recommendation of the Citizens National Board of Directors.   The Citizens National board of directors believes that if the number of shares of Citizens National common stock present in person or represented by proxy at the Citizens National special meeting and voting in favor of the merger proposal is insufficient to approve such proposal, it is in the best interests of the Citizens National stockholders to enable the board of directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to approve the merger proposal. The Citizens National board of directors unanimously recommends that stockholders vote “FOR” the approval of the adjournment proposal.

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