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 Filed Pursuant to Rule 424(b)(3)​
 Registration Statement No. 333-222356​
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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 January 29, 2018 was $29.33; based on this closing sale price, the merger consideration represents approximately $5.24 in value for each share of Citizens National common stock, or $7.6 million on an aggregate basis. The most recent reported sale price for Citizens National common stock on January 24, 2018 was $5.10. Based on the 0.1041 conversion ratio and the number of shares of Citizens National common stock outstanding as of January 29, 2018, the estimated maximum number of shares of Old Point common stock issuable in the merger is 149,979. 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.
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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 January 30, 2018 and is first being mailed to stockholders of Citizens National on or about February 5, 2018.

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CITIZENS NATIONAL BANK
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on March 13, 2018
Notice is hereby given that on March 13, 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”);
(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
(3)
to transact such other business as may properly come before the special meeting or any adjournment, postponement or continuance of the special meeting.
The Citizens National board of directors has fixed the close of business on January 12, 2018 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 D 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,
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Jeffrey H. Noblin
President and Chief Executive Officer
Citizens National Bank
January 30, 2018

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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 March 6, 2018 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 January 30, 2018, 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;

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

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

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

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;

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

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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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.
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.
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.
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 March 13, 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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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.
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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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.
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.
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.
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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.
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 190,104 Covered Shares subject to support agreements, which represented 13.2% of the Citizens National common stock outstanding. See “The Merger Agreement — Support and Non-Competition Agreements” beginning on page 66.
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 late in the first quarter of 2018 or early in the second 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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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.
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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SUMMARY
This summary highlights selected information from this proxy statement/prospectus. We urge you to read carefully the proxy statement/prospectus and the other documents to which this proxy statement/prospectus refers and from which it incorporates by reference to understand fully the merger and the other matters to be considered at the special meeting. See “Where You Can Find More Information” beginning on page 90. Each item in this summary includes a page reference directing you to a more complete description of that item.
The Merger (page 35)
In the merger, Old Point will acquire Citizens National by means of the merger of Citizens National into Old Point National Bank, which is a subsidiary of Old Point. Old Point National Bank will be the surviving entity in the merger. We expect to complete the merger late in the first quarter of 2018 or early in the second quarter of 2018.
We have attached the merger agreement to this proxy statement/prospectus as Appendix A. We encourage you to read the merger agreement. It is the legal document that governs the merger.
Merger Consideration (page 54)
Each share of Citizens National common stock issued and outstanding immediately prior to the completion of the merger (other than shares owned directly or indirectly by Old Point or Old Point National Bank or any of their subsidiaries, in each case except for shares held by them in a fiduciary capacity or in satisfaction of a debt previously contacted, or dissenting shares) will be converted into the right to receive (i) 0.1041 shares of Old Point common stock, with cash paid in lieu of fractional shares, and (ii) $2.19 in cash without interest.
The merger consideration, including the conversion ratio, is fixed. Therefore the merger consideration will not change if the trading price of Old Point common stock or the market value of Citizens National common stock changes between now and the time the merger is completed. The trading price of Old Point common stock will fluctuate prior to the merger. You should obtain current stock price quotations for Old Point common stock.
Citizens National’s Reasons for the Merger (page 39)
Citizens National’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Citizens National and its stockholders and has unanimously approved the merger agreement. The Citizens National board of directors unanimously recommends that Citizens National stockholders vote “FOR” the approval of the merger proposal and “FOR” the approval of the adjournment proposal. In making its recommendations, a number of substantive reasons were considered by the Citizens National board, including, among others:

a review of the prospects, challenges and risks of Citizens National remaining independent versus merging with Old Point given the current and prospective environment in the financial services industry, including national and local economic conditions, competition and consolidation in the financial services industry, and the regulatory and compliance environment;

the ability of Citizens National’s stockholders to benefit from the combined company’s potential growth and stock appreciation, and the expectation that the combined company will have superior future earnings and prospects compared to Citizens National’s earnings and prospects on an independent basis;

the expected cash dividend payments to be received by Citizens National’s stockholders, as stockholders of Old Point following the merger, due to the quarterly cash dividend paid by Old Point (currently $0.11 per share), although Old Point has no obligation to pay dividends in any particular amounts or at any particular times;

the advantages of being part of a larger entity, including the expectation of cost savings and
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operating efficiencies and the ability of a larger institution to compete in the banking environment and to leverage overhead costs, including the cost of financial technology, which the Citizens National board believes is likely to continue to increase in the future;

the financial and other terms of the merger, including that Citizens National stockholders will receive Old Point common stock for a portion of their shares of Citizens National common stock, enabling them to participate in any growth opportunities of the combined company;

the value of Old Point common stock and information concerning the financial performance and condition, business operations, capital levels, asset quality, loan portfolio breakdown, and prospects of Old Point, taking into account the results of Citizens National’s due diligence investigation of Old Point; and

that Old Point common stock is traded on the NASDAQ Capital Market and has substantially greater liquidity than Citizens National common stock.
Citizens National also considered the financial analyses delivered to Citizens National’s board of directors by representatives of Performance Trust Capital Partners, LLC (“Performance Trust”) as well as the opinion of Performance Trust rendered to the Citizens National board of directors on October 27, 2017 with respect to the fairness, as of such date, from a financial point of view, to the holders of Citizens National’s outstanding common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement.
For additional discussion of the factors considered by Citizens National’s board of directors in reaching its decision to approve the merger agreement, see “The Merger — Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors.”
Citizens National’s Recommendation (page 39)
The Citizens National board of directors believes the merger is fair to and in the best interests of the Citizens National common stockholders. Citizens National’s board of directors unanimously recommends that holders of Citizens National common stock vote “FOR” the merger proposal and “FOR” the adjournment proposal.
Opinion of Citizens National’s Financial Advisor (page 42)
On October 27, 2017, Performance Trust rendered to Citizens National’s board of directors its oral opinion, which was subsequently confirmed in writing, with respect to the fairness, from a financial point of view, to the holders of Citizens National common stock, as of such date, of the merger consideration pursuant to the merger agreement. Performance Trust’s opinion was directed to Citizens National’s board of directors and only addressed the fairness, from a financial point of view, to the holders of Citizens National common stock of the merger consideration and did not address any other aspect or implication of the merger. The references to Performance Trust’s opinion in this proxy statement/prospectus are qualified in their entirety by reference to the full text of Performance Trust’s written opinion, dated October 27, 2017, which is included as Appendix C to this proxy statement/prospectus, and Performance Trust’s opinion sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Performance Trust in preparing its opinion. However, neither Performance Trust’s opinion, nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation to Citizens National board of directors or any stockholder of Citizens National as to how to act or vote with respect to any matter relating to the merger agreement or otherwise. Performance Trust’s opinion was furnished for the use and benefit of Citizens National’s board of directors (in its capacity as such) in connection with its evaluation of the merger. See “The Merger — Opinion of Citizens National’s Financial Advisor” beginning on page 42.
Old Point’s Reasons for the Merger (page 41)
In reaching its decision to approve and adopt the merger agreement, the Old Point board of directors consulted with Old Point’s management, as well as its financial and legal advisors, and considered a number of factors in favor of the merger, as well as a number of potentially negative factors. For more detail
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concerning the factors considered by the Old Point board of directors in reaching its decision to approve the merger agreement, see the section entitled “The Merger — Old Point’s Reasons for the Merger.”
Dissenters’ Appraisal Rights (page 49)
Holders of Citizens National common stock have dissenters’ appraisal rights in connection with the merger under applicable federal law. If the merger is approved by the required vote of Citizens National stockholders and is consummated, any record holder of Citizens National common stock may require Old Point to pay the fair or appraised value of such holder’s common stock, determined as of the effective time of the merger, by complying with the procedures set forth in the National Bank Act. For more detail regarding dissenters’ appraisal rights, see the section entitled “The Merger — Dissenters’ Appraisal Rights.”
Accounting Treatment (page 53)
Old Point will account for the merger under the acquisition method of accounting under accounting principles generally accepted in the United States (“GAAP”).
Material U.S. Federal Income Tax Consequences (page 69)
The merger will be treated as a “reorganization” within the meaning of Section 368(a) of 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 (Exhibits 8.1 and 8.2 to the registration statement, respectively) that, for U.S. federal income tax purposes, subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences” beginning on page 69, the merger will qualify as a reorganization. Additionally, 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. 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 dissenters’ appraisal rights.
The tax consequences of the merger to you will depend on your own situation and the consequences described in this proxy statement/prospectus may not apply to you. Citizens National stockholders will also be required to file certain information with their U.S. federal income tax returns and to retain certain records with regard to the merger. In addition, you may be subject to state, local or foreign tax laws and consequences that are not addressed in this proxy statement/prospectus. You are urged to consult with your own tax advisor for a full understanding of the tax consequences of the merger to you.
Treatment of Citizens National Stock Options and Warrants (page 55)
Upon completion of the merger, each outstanding and unexercised option to acquire Citizens National common stock, whether or not vested, shall be cancelled and cease to represent a right to acquire Citizens National common stock and shall be converted into the right to receive a cash payment equal to the product of  (i) the difference between (A) the Conversion Price (as defined in the section entitled “The Merger Agreement — Treatment of Citizens National Stock Options and Stock Warrants”), and (B) the per share exercise price of the Citizens National stock option immediately prior to the effective time of the merger; and (ii) the number of shares of Citizens National common stock subject to such Citizens National stock option. If the exercise price of a Citizens National stock option immediately prior to the completion of the merger is greater than the Conversion Price of such stock option, then in the merger such stock option shall be cancelled without any payment made in exchange therefor.
Upon completion of the merger, each outstanding and unexercised warrant to acquire Citizens National common stock shall cease to represent a right to acquire Citizens National common stock and shall be converted into the right to receive a cash payment in an amount equal to the product of  (i) the difference between (A) the Conversion Price and (B) the per share exercise price of the Citizens National
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warrant immediately prior to the effective time of the merger; and (ii) the number of shares of Citizens National common stock subject to such Citizens National warrant. If the exercise price of a Citizens National warrant immediately prior to the completion of the merger is greater than the Conversion Price of such warrant, then in the merger such warrant shall be cancelled without any payment made in exchange therefor.
Old Point Financial Corporation and The Old Point National Bank of Phoebus (page 74)
Old Point is the parent company of Old Point National Bank and Old Point Trust. Old Point National Bank is a locally managed community bank serving the Hampton Roads localities of Chesapeake, Hampton, Isle of Wight County, Newport News, Norfolk, Virginia Beach, Williamsburg/James City County and York County. Old Point National Bank currently has 18 branch offices and is the parent company of Old Point Mortgage, LLC, which provides mortgage origination services. Old Point Trust is a wealth management services provider.
As of September 30, 2017, Old Point had total consolidated assets of approximately $954.5 million, consolidated net loans held for investment of approximately $692.0 million, total consolidated deposits through Old Point National Bank of approximately $782.4 million, and consolidated stockholders’ equity of approximately $97.6 million.
The principal executive office of Old Point is located at 1 West Mellen Street, Hampton, Virginia 23663, and its telephone number is (757) 728-1200.
Citizens National Bank (page 73)
Citizens National Bank is a community bank organized under the laws of the United States of America as a national banking association in May 2002. Citizens National serves Isle of Wight County, the cities of Suffolk and Franklin, and other areas of Hampton Roads and Southeastern Virginia from one full-service banking office located at 11407 Windsor Blvd., Windsor, Virginia 23487.
At September 30, 2017, Citizens National had total assets of  $50.0 million, net loans of  $42.6 million and deposits of  $41.9 million.
The principal executive office of Citizens National is located at 11407 Windsor Blvd., Windsor, Virginia 23487, and its telephone number is (757) 242-4422.
The Citizens National Special Meeting (page 31)
The Citizens National special meeting will be held on March 13, 2018 at 4:00 p.m. local time, at Citizens National’s main office located at 11407 Windsor Boulevard, Windsor, Virginia 23487. At the special meeting, the holders of Citizens National common stock will be asked to consider and vote on the following:

the merger proposal;

the adjournment proposal; and

such other business as may properly come before the special meeting or any adjournment, postponement or continuance of the special meeting.
Citizens National Record Date; Votes Required (page 32)
Citizens National stockholders can vote at the special meeting if they owned shares of Citizens National common stock at the close of business on January 12, 2018, which is the record date for the special meeting. On the record date, Citizens National had approximately 1,440,727 shares of common stock outstanding and approximately 791 stockholders of record entitled to vote. Each holder of Citizens National common stock can cast one vote for each share of Citizens National common stock owned on that date.
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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 at the special meeting is necessary to constitute a quorum. 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 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. Although brokers have discretionary power to vote your shares of Citizens National common stock with respect to routine matters, they do not have discretionary power to vote your shares of Citizens National common stock on non-routine matters. All proposals for consideration at the Citizens National special meeting are non-routine matters and therefore your broker will not be able to vote your shares of Citizens National common stock with respect to these proposals unless the broker received appropriate instructions from you.
If a quorum exists, the approval of the merger proposal requires the affirmative vote of at least two-thirds of the outstanding shares of Citizens National common stock entitled to vote at the special meeting. Abstentions and broker non-votes will have the same effect on the outcome of the vote on this proposal as votes against this proposal.
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. Abstentions and broker non-votes will have the same effect on the outcome of the vote on this proposal as votes against this proposal.
As of the record date, Citizens National directors and executive officers, and their affiliates, beneficially held approximately 18.4% 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 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 and non-competition 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 and non-competition agreements represent approximately 13.2% of the Citizens National common stock entitled to vote at the special meeting.
Conditions to Completion of the Merger (page 58)
The obligations of Old Point, Old Point National Bank and Citizens National to complete the merger depend on a number of conditions being satisfied or waived, including:

Citizens National stockholders’ approval of the merger agreement;

approval of the merger by the necessary federal and state regulatory authorities;

the effectiveness of the registration statement of which this proxy statement/prospectus is a part and no stop order suspending the effectiveness thereof shall have been issued;

authorization for the listing on the NASDAQ Capital Market of the shares of Old Point common stock to be issued in the merger;

absence of any law, court order or regulatory or administrative ruling prohibiting the merger;

receipt of opinions from counsel to Old Point and Citizens National that the merger will be treated as a “reorganization” under Section 368(a) of the Code;

all of the directors of Citizens National have entered into a support agreement, and all such agreements remain in effect;

all of the holders of warrants to acquire Citizens National common stock have entered into a warrant cancellation agreement, and all such agreements remain in effect;

the accuracy of the other party’s representations and warranties subject to the material adverse effect standard in the merger agreement;
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the performance by the other party in all material respects of all obligations contained in the merger agreement;

no material adverse effect with respect to Citizens National or with respect to Old Point and Old Point National Bank shall have occurred;

the effectiveness of certain agreements and releases related to employment agreements between Citizens National and its executive officers; and

Citizens National stockholders shall not have asserted dissenters’ appraisal rights with respect to more than 15% of the outstanding shares of Citizens National common stock.
We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.
Timing of the Merger (page 55)
Old Point and Citizens National expect to complete the merger after all conditions to the merger in the merger agreement are satisfied or waived, including after receipt of all required regulatory approvals and after approval of the Citizens National common stockholders is received at the Citizens National special meeting. We currently expect to complete the merger late in the first quarter of 2018 or early in the second quarter of 2018. However, it is possible that factors outside of Old Point’s or Citizens National’s control could require us to complete the merger at a later time or not to complete it at all.
Regulatory Approvals (page 52)
We cannot complete the merger unless it is approved by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency (the “OCC”) and the Virginia State Corporation Commission (the “VSCC”). Once the Federal Reserve and the OCC approve the merger, we have to wait from 15 to 30 days from the later of these approvals before we can complete the merger. During that time, the Department of Justice may challenge the merger. As of the date of this proxy statement/prospectus, we have not yet received the required regulatory approvals. While we do not know of any reason why we would not be able to obtain the necessary regulatory approvals in a timely manner, we cannot be certain when or if we will receive them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to the combined company after completion of the merger.
Termination of the Merger Agreement (page 64)
Old Point, Old Point National Bank and Citizens National may mutually agree to terminate the merger agreement at any time.
Old Point and Old Point National Bank or Citizens National may terminate the merger agreement if:

provided that such party is not then in material breach of any representation, warranty, covenant or agreement contained in the merger agreement, in the event of a breach by the other party of any representation, warranty, covenant or agreement contained in the merger agreement, which breach (i) cannot be or has not been cured within 30 days after the giving of written notice to the breaching party or parties of such breach and (ii) would entitle the non-breaching party not to consummate the transactions contemplated in the merger agreement;

provided that such party is not then in material breach of any representation, warranty, covenant or agreement contained in the merger agreement, if the other party’s conditions to closing in the merger agreement have not been satisfied within five business days of the last joint condition to closing, which lack of satisfaction (i) cannot be or has not been cured within 30 days after the giving of written notice to the breaching party or parties of such failure and (ii) has not been waived by the party seeking to terminate the merger agreement;

the merger has not been completed by June 30, 2018, unless the failure of the merger to be consummated is due to (i) the failure of the party seeking to terminate the merger agreement to
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perform or observe the covenants and agreements of such party set forth in the merger agreement or, (ii) if Citizens National is the party seeking termination, the failure of any director of Citizens National to perform or observe his or her covenants and agreements under the relevant support agreement;

the approval of any governmental authority required for consummation of the merger shall have been denied by final, nonappealable action or an application therefor shall have been permanently withdrawn at the request of the governmental authority, unless such denial is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants of such party in the merger agreement; or

the merger agreement is not approved by the stockholders of Citizens National.
Old Point and Old Point National Bank may terminate the merger agreement if:

(i) Citizens National has materially breached its obligations under the merger agreement with respect to alternate acquisition proposals; (ii) the Citizens National board of directors approves, adopts endorses or recommends any acquisition proposal; (iii) Citizens National’s board of directors fails to recommend to Citizens National’s stockholders the merger agreement or withdraws, modifies or changes such recommendation in a manner adverse to Old Point; or (iv) Citizens National has failed to call, give notice of, convene and hold a meeting of its stockholders to vote upon the merger agreement, as contemplated in the merger agreement; or

if a tender offer or exchange offer for 20% or more of the outstanding shares of Citizens National’s common stock is commenced (other than by Old Point and Old Point National Bank), and the Citizens National board of directors recommends that the stockholders of Citizens National tender their shares in such offer or otherwise fails to recommend that such stockholders reject such tender offer or exchange offer within the 10 business day period specified in Rule 14e-2(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, Old Point and Old Point National Bank or Citizens National may terminate the merger agreement at any time prior to the special meeting in order for Citizens National to enter concurrently into an agreement with respect to a superior proposal (as defined in the section entitled “The Merger Agreement — No Solicitation”) if Citizens National satisfies its obligations related to superior proposals provided in the merger agreement, including payment of the termination fee.
Termination Fee (page 65)
The merger agreement provides that Citizens National shall pay Old Point a termination fee of $375,000 in the following circumstances:

the merger agreement is terminated because (i) Citizens National has materially breached its obligations under the merger agreement with respect to alternate acquisition proposals; (ii) the Citizens National board of directors approves, adopts endorses or recommends any acquisition proposal; (iii) Citizens National’s board of directors fails to recommend to Citizens National’s stockholders the merger agreement or withdraws, modifies or changes such recommendation in a manner adverse to Old Point; or (iv) Citizens National has failed to call, give notice of, convene and hold a meeting of its stockholders to vote upon the merger agreement;

the merger agreement is terminated upon the commencement of a tender offer or exchange offer for 20% or more of the outstanding shares of Citizens National’s common stock (other than by Old Point and Old Point National Bank), in which the Citizens National board of directors recommends that the stockholders of Citizens National tender their shares or otherwise fails to recommend that such stockholders reject such tender offer or exchange offer within the 10 business day period specified in Rule 14e-2(a) under the Exchange Act;

the merger agreement is terminated, (i)(A) by Old Point and Old Point National Bank as a result of a breach of the merger agreement by Citizens National, (B) by either Old Point and Old Point National Bank or Citizens National as a result of the other party’s delay if no vote of Citizens National’s stockholders with respect to the merger agreement shall have then occurred or (C) by
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either Old Point and Old Point National Bank or Citizens National due to a failure to obtain the required vote of stockholders of Citizens National at the meeting called to vote on the merger agreement if an alternative acquisition proposal has been publicly announced or otherwise communicated to the senior management or board of directors of Citizens National either prior to the date of termination of the merger agreement for clauses (A) and (B) or prior to the taking of a stockholder vote for clause (C), and (ii)(A) Citizens National enters into an agreement with respect to an alternative acquisition proposal within 12 months after the merger agreement is terminated (regardless of whether such transaction is consummated) or (B) Citizens National consummates a transaction with respect to an alternative acquisition proposal otherwise than pursuant to an agreement with Old Point within 15 months after the merger agreement is terminated; or

the merger agreement is terminated by Old Point and Old Point National Bank or Citizens National in order for Citizens National to enter concurrently into an agreement with respect to an unsolicited acquisition proposal that was received and considered in compliance with the terms of the merger agreement.
No Solicitation (page 63)
Citizens National has agreed that it will not directly or indirectly (i) solicit, initiate, or encourage, including by way of furnishing information or assistance, or take any other action designed to facilitate or that is likely to result in, any inquiries or the making of any proposal or offer that constitutes, or is reasonably likely to lead to, any “acquisition proposal” (as defined in the section entitled “The Merger Agreement — No Solicitation” beginning on page 63), (ii) provide any confidential information or data to any person relating to any acquisition proposal, (iii) participate in any discussions or negotiations regarding any acquisition proposal, (iv) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any person other than Old Point or its affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or similar agreement related to any acquisition proposal or propose to take any of these actions, or (vi) make or authorize any statement, recommendation, or solicitation in support of any acquisition proposal.
The merger agreement does not, however, prohibit Citizens National from considering a superior proposal from a third party if certain conditions are met.
Waiver and Amendment (page 66)
Prior to the effective time of the merger, any provision of the merger agreement may be waived by the party benefitted by the provision or amended or modified at any time by written agreement of the parties, except that after the stockholders of Citizens National have approved the merger agreement no amendment or modification which by law requires further approval by the stockholders of Citizens National may be made without obtaining such approval.
Support Agreements (page 66)
Each of the directors of Citizens National has entered into 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 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 190,104 Covered Shares subject to support agreements, which represented 13.2% of the Citizens National common stock outstanding.
In addition, the Citizens National directors also agreed not to transfer directly or indirectly their Covered Shares, subject to certain exceptions, without the prior written consent of Old Point and to refrain from taking certain actions with respect to any third party inquiries or proposals relating to the disposition of Citizens National’s business or assets, the acquisition of voting securities of Citizens National or the merger of Citizens National with any person other than Old Point or a subsidiary of Old Point. The support agreements also contain negative covenants that limit the ability of Citizens National directors to
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compete with Old Point, Old Point National Bank, Old Point Trust, or any subsidiary or affiliate thereof for a period of 12 months from the effective time of the merger. See “The Merger Agreement — Support and Non-Competition Agreements” beginning on page 66.
Warrant Cancellation Agreements (page 68)
Each holder of Citizens National warrants has agreed to the cancellation of all of his or her Citizens National warrants at the effective time of the merger, in exchange for the consideration set forth in the merger agreement. On October 27, 2017, each of the holders of Citizens National warrants entered into a warrant cancellation agreement with Old Point. Among other conditions, Old Point’s and Old Point National Bank’s respective obligations to complete the merger are subject to such warrant cancellation agreements remaining in full force and effect.
Interests of Citizens National Directors and Executive Officers in the Merger that Differ from Your Interests (page 50)
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. 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 Citizens National board of directors was aware of these interests and took them into account in its decision to approve the merger agreement.
Dividend Information (page 28)
Old Point is currently paying a quarterly cash dividend on shares of its common stock at a rate of $0.11 per share. Old Point has no current intention to change its dividend strategy of paying a quarterly cash dividend, but has and will continue to evaluate that decision based on a quarterly review of earnings, growth, capital and such other factors that the Old Point board of directors considers relevant to the dividend decision process.
Citizens National is not currently paying a quarterly cash dividend on shares of its common stock, and under the merger agreement it is restricted from paying dividends on shares of its common stock before completion of the merger without the prior consent of Old Point.
Listing of Old Point Common Stock (page 28)
Old Point will list the shares of its common stock to be issued in the merger on the NASDAQ Capital Market.
Market Prices and Share Information (page 28)
Old Point common stock is listed on the NASDAQ Capital Market under the symbol “OPOF” and Citizens National common stock is quoted on the OTC Markets Group’s Pink marketplace (the “OTC Pink”) under the symbol “CNBV.” The following table sets forth the closing sale prices per share of Old Point common stock as reported on the NASDAQ Capital Market, and the closing prices of Citizens National common stock as reported on the OTC Pink, on October 27, 2017, the last trading day before we announced the signing of the merger agreement, and on January 29, 2018, the last trading day before the date of this proxy statement/prospectus.
Old Point
Common Stock
Citizens National
Common Stock
Equivalent Market
Value Per Share of
Citizens National(1)
October 27, 2017
$ 32.00 $ 4.44(2) $ 5.52
January 29, 2018
$ 29.33 $ 5.10(3) $ 5.24
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(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 $29.33 on January 29, 2018, respectively.
(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.
(3)
The most recent trade of Citizens National common stock as reported on the OTC Markets Group’s Pink marketplace on or before January 30, 2018, the date of this proxy statement/prospectus, occurred on January 24, 2018 at a price of  $5.10.
Old Point cannot assure Citizens National stockholders that its stock price will continue to trade at or above, as applicable, the prices shown in the table above. You should obtain current stock price quotations for Old Point common stock and Citizens National common stock from a newspaper, via the Internet or by calling your broker.
Material Differences in the Rights of Old Point Common Stockholders and Citizens National Common Stockholders (page 76)
The rights of holders of Old Point common stock are governed by Virginia law and the articles of incorporation and bylaws of Old Point. The rights of holders of Citizens National common stock are governed by the National Bank Act and by the articles of association and bylaws of Citizens National. Upon completion of the merger, the rights of holders of Old Point common stock, including former stockholders of Citizens National, will be governed by Virginia law and the articles of incorporation and bylaws of Old Point.
This proxy statement/prospectus contains descriptions of the material differences in rights of holders of Old Point common stock and holders of Citizens National common stock.
Risk Factors (page 20)
You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote on the merger proposal and adjournment proposal. In particular, you should consider the factors in “Risk Factors” beginning on page 20.
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SELECTED HISTORICAL FINANCIAL DATA OF OLD POINT
The following tables set forth certain of Old Point’s consolidated financial data as of the end of and for each of the years in the five year period ended December 31, 2016, and as of and for the nine months ended September 30, 2017 and 2016. The historical consolidated financial information as of the end and for each of the years in the five year period ended December 31, 2016 is derived from Old Point’s audited consolidated financial statements. The consolidated financial information as of and for the nine-month periods ended September 30, 2017 and 2016 is derived from Old Point’s unaudited consolidated financial statements. In Old Point’s opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the nine months ended September 30, 2017 are not necessarily indicative of, and are not projections for, the results to be expected for the full year ended December 31, 2017.
The selected historical financial data below is only a summary and should be read in conjunction with Old Point’s consolidated financial statements and related notes thereto, which are incorporated by reference into this proxy statement/prospectus.
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
$ 24,354 $ 22,236 $ 29,826 $ 30,295 $ 30,289 $ 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
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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
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SELECTED HISTORICAL FINANCIAL DATA OF CITIZENS NATIONAL
The following tables set forth certain of Citizens National’s financial data as of the end of and for each of the years in the five year period ended December 31, 2016, and as of and for the nine months ended September 30, 2017 and 2016. The historical financial information as of the end and for each of the years in the five year period ended December 31, 2016 is derived from Citizens National’s audited financial statements. The financial information as of and for the nine-month periods ended September 30, 2017 and 2016 is derived from Citizens National’s unaudited financial statements. In Citizens National’s opinion, such unaudited financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the nine months ended September 30, 2017 are not necessarily indicative of, and are not projections for, the results to be expected for the full year ended December 31, 2017.
The selected historical financial data below is only a summary and should be read in conjunction with Citizens National’s financial reports that it files with its regulators on a quarterly basis and other publicly available information regarding Citizens National. See “Where you Can Find More Information” beginning on page 90.
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%
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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
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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;
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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 3% 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 C 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;

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.
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;

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

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.
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 and Citizens National
Certain one-time charges incurred by Old Point and Citizens National during the fourth quarter of 2017 will negatively impact Old Point’s and Citizens National’s net income for the quarter and year ended December 31, 2017.
On December 22, 2017, the U.S. President signed tax reform legislation that, among other things, reduces the U.S. corporate income tax rate from 34% to 21%. The reduction in the U.S. corporate income tax rate has reduced the value of Old Point’s and Citizens National’s net deferred tax assets. As of the date of this proxy statement/prospectus, Old Point estimates that the value of its deferred tax assets has decreased by approximately $1.1 million, and Citizens National estimates that the value of its deferred tax assets has decreased by approximately $300,000, each of which will be effective during the fourth quarter of 2017 and will be accompanied by a corresponding charge against Old Point’s or Citizens National’s net income (loss) for the fourth quarter of 2017, respectively.
In addition, as previously disclosed by Old Point, Old Point has terminated its non-contributory defined benefit pension plan effective January 31, 2017 and completed the transfer of all liabilities and administrative responsibilities under the pension plan during the fourth quarter of 2017. As of the date of this proxy statement/prospectus, Old Point estimates that the settlement of the pension plan has resulted in a nonrecurring pretax termination charge of  $2.7 million that will be recorded during and will reduce Old Point’s net income (loss) for the fourth quarter of 2017.
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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;

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;

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

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

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.
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;

business uncertainties and contractual restrictions while the merger is pending;

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;

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

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;

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

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;

reputational risks and the reaction of customers to the merger;
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diversion of management time on merger-related issues;

changes in asset quality and credit risk;

the inability to sustain revenue and earnings;

the inability to meet regulatory capital requirements;

changes in interest rates or the capital markets;

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;

inflation;

customer acceptance of Old Point’s products and services;

customer borrowing, repayment, investment and deposit practices;

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

competitive conditions;

the impact, extent and timing of technological changes;

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;

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

the risks outlined in “Risk Factors” beginning on page 20.
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 January 23, 2018, the last day prior to the date of this proxy statement/prospectus for which it was practicable to obtain this information, there were 5,019,703 shares of Old Point common stock outstanding, held by approximately 1,200 record holders, and 1,440,727 shares of Citizens National common stock outstanding, held by approximately 791 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.
Old Point
Common Stock
Citizens National
Common Stock
High
Low
Dividends
High
Low
Dividends
2018
First Quarter (through January 29, 2018)
$ 30.40 $ 28.21 $ 5.14 $ 5.05
2017
First Quarter
$ 30.43 $ 24.40 $ 0.11 $ 3.59 $ 3.20
Second Quarter
$ 33.88 $ 28.93 $ 0.11 $ 5.90 $ 3.24
Third Quarter
$ 34.82 $ 29.61 $ 0.11 $ 4.55 $ 4.00
Fourth Quarter
$ 34.64 $ 26.03 $ 0.11 $ 5.27 $ 4.20
2016
First Quarter
$ 20.25 $ 17.38 $ 0.10 $ 2.62 $ 2.40
Second Quarter
$ 20.50 $ 18.50 $ 0.10 $ 2.53 $ 2.40
Third Quarter
$ 21.45 $ 18.30 $ 0.10 $ 3.22 $ 2.35
Fourth Quarter
$ 26.00 $ 19.34 $ 0.10 $ 3.60 $ 3.00
2015
First Quarter
$ 15.44 $ 14.85 $ 0.08 $ 2.29 $ 1.90
Second Quarter
$ 15.75 $ 14.83 $ 0.08 $ 2.09 $ 1.95
Third Quarter
$ 16.00 $ 14.71 $ 0.09 $ 3.00 $ 1.99
Fourth Quarter
$ 19.00 $ 15.40 $ 0.09 $ 2.78 $ 2.44
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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 January 29, 2018, 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.
Old Point
Common Stock
Citizens National
Common Stock
Equivalent Market
Value Per Share of
Citizens National(1)
October 27, 2017
$ 32.00 $ 4.44(2) $ 5.52
January 29, 2018
$ 29.33 $ 5.10(3) $ 5.24
(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 $29.33 on January 29, 2018, respectively.
(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.
(3)
The most recent trade of Citizens National common stock as reported on the OTC Markets Group’s Pink marketplace on or before January 30, 2018, the date of this proxy statement/prospectus, occurred on January 24, 2018 at a price of  $5.10.
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 March 13, 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”);
(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
(3)
to transact such other business as may properly come before the special meeting or any adjournment, postponement or continuance of the special meeting.
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;

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

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

by attending the meeting and voting your shares in person.
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 January 12, 2018 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, 1,440,727 shares of Citizens National common stock were outstanding and entitled to vote at the special meeting, held by approximately 791 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 18.4% 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 13.2% 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 July 11, 2018. 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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THE MERGER
The following discussion contains certain information about the merger. The discussion is subject to and is qualified in its entirety by reference to the merger agreement, which is attached as Appendix A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this proxy statement/​prospectus, including the merger agreement attached as Appendix A, for a more complete understanding of the merger.
General Information
The Old Point board of directors, the Old Point National Bank board of directors and the Citizens National board of directors have each approved the merger agreement, which provides for the merger of Citizens National with and into Old Point National Bank, with Old Point National Bank being the surviving bank in the merger.
Pursuant to the terms of the merger agreement, as a result of the merger each share of Citizens National common stock issued and outstanding before the merger (other than shares owned directly or indirectly by Old Point or Old Point National Bank or any of their subsidiaries, in each case except for shares held by them in a fiduciary capacity or in satisfaction of a debt previously contacted, or dissenting shares) will be converted into the right to receive 0.1041 shares of Old Point common stock and $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.
As of the date of this proxy statement/prospectus, Old Point expects that it will issue approximately 149,979 shares of Old Point common stock to the holders of Citizens National common stock in the merger, based on 1,440,727 shares of Citizens National common stock outstanding as of the record date for the Citizens National special meeting. At the completion of the merger, it is expected that there will be issued and outstanding approximately 5,169,683 shares of Old Point common stock, with current holders of Old Point common stock owning approximately 97% of Old Point’s outstanding common stock and current holders of Citizens National common stock owning approximately 3% of Old Point’s outstanding common stock.
Background of the Merger
The merger agreement is the result of arms-length negotiations between representatives of Old Point and representatives of Citizens National, during which the parties consulted their respective legal and financial advisors. The following is a brief discussion of the background of these negotiations.
As part of its ongoing consideration and evaluation of its business and plans and review of its strategic opportunities, Citizens National periodically has reviewed and assessed various strategic alternatives, including whether it should continue as an independent entity, raise capital to support future growth or combine with a larger financial institution.
Similarly, the Old Point board of directors and management have, from time to time, engaged in long-term strategic reviews and considered ways to enhance stockholder value and Old Point’s performance and prospects in light of industry and market conditions, including through potential strategic transactions such as an acquisition of another financial institution.
In the spring of 2016, management of Citizens National was contacted by an investor group interested in partnering with the bank through a capital infusion in Citizens National. In reviewing and evaluating this proposal, management and the executive committee of the board of directors of Citizens National determined, among other things, to gather more details about such a transaction and to engage an investment banking firm to advise Citizens National and determine a fair price for Citizens National’s common stock in connection with either a stock issuance or a sale of the bank. On June 3, 2016, Citizens National engaged Performance Trust for that purpose.
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During the summer and fall of 2016, management of Citizens National continued to explore various alternatives to maintain its competitiveness and increase stockholder value, including informal meetings with representatives of various parties about a potential merger with Citizens National. Also during this time, Citizens National continued conversations with the aforementioned investor group, who proposed a new structure in which it would acquire all of the common stock of Citizens National through the formation of a new holding company.
In December 2016, members of the board of directors and management of Citizens National met with representatives of another financial institution to discuss a potential merger between the two parties. As a result of this meeting and to facilitate ongoing communication between the parties, Citizens National executed a confidentiality agreement with that institution on January 4, 2017. Also at that time, the institution delivered a non-binding indication of interest to Citizens National to acquire Citizens National in a merger transaction. After receiving this proposal, Citizens National engaged Performance Trust to evaluate and advise Citizens National in connection with such a business combination transaction.
Also in January 2017, Citizens National continued to review and discuss the proposal from the investor group to acquire Citizens National, including financial, social and employment terms.
On January 12, 2017, representatives of the board of directors of Citizens National met with Gary S. Penrose of Performance Trust to review and discuss both proposals. At the meeting, the board members and Mr. Penrose discussed these proposals and the process for exploring strategic business combinations to create value for Citizens National’s stockholders, and Mr. Penrose requested additional information regarding Citizens National and the other parties. In addition, Citizens National requested that Performance Trust identify and analyze other parties that might have an interest in a business combination with Citizens National and a financial ability to do so.
On January 19, 2017, at a regularly scheduled meeting of the board of directors of Citizens National, Oliver D. Creekmore, the Chairman of the board of directors, informed the board of the preliminary discussions with two parties interested in partnering with Citizens National. At the Chairman’s suggestion, the board of directors created a special committee of the board and authorized that committee to evaluate potential business combination opportunities and proposals.
On February 2, 2017, the special committee and management of Citizens National met with Performance Trust. At that meeting, Performance Trust provided information on the current market conditions in the banking industry and recent merger and acquisition activity. In addition, Performance Trust presented its analysis of the aforementioned proposals and of other banks that potentially could have interest in acquiring Citizens National, including the financial impact on each party of such a transaction and its financial ability to meet Citizens National’s pricing expectations. Performance Trust also discussed customer and community impact and other operational concerns. After discussion, the special committee authorized Performance Trust to prepare a confidential informational memorandum for the purpose of contacting institutions to solicit interest in a business combination with Citizens National.
In early March 2017, management of Citizens National had conversations with its legal counsel regarding the status of ongoing discussions with the investor group, its engagement of Performance Trust to undertake a process to solicit additional interest in a business combination with Citizens National, and the board of directors’ fiduciary duties in connection with these actions.
On March 13, 2017, the special committee and management of Citizens National again met with Performance Trust for a status update and to review the confidential informational memorandum. After discussion, the committee authorized Performance Trust to contact three parties that could have an interest in a business combination with Citizens National — Old Point, the institution that previously had delivered a letter of intent, and another bank. In addition, the committee authorized Performance Trust to contact the investor group to inform them of the process that Citizens National was undertaking and that they would consider any proposal from the investor group as part of that process.
In connection with Old Point’s strategic reviews, the board of directors of Old Point National Bank had encouraged Robert F. Shuford, Jr. to engage in preliminary conversations with financial institutions that could be a good fit for a strategic transaction with or acquisition by Old Point. On March 17, 2017, Jeffrey H. Noblin, President and Chief Executive Officer of Citizens National, received a phone call from
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Mr. Shuford, Jr., who suggested that they meet to discuss a potential combination of their banks. On April 3, 2017, Mr. Noblin and Mr. Shuford, Jr. had a phone conversation in which Mr. Noblin provided an overview of Citizens National’s business and operations and the process that it was undertaking, and Mr. Shuford, Jr. expressed preliminary interest in the attractiveness of a combination of the two banks.
From March through May 2017, Performance Trust continued to have discussions with the various parties, including Old Point, about their interest in a potential business combination with Citizens National, and requested that management of Citizens National prepare an online data room for use by the parties that continued to have such an interest. In addition, Performance Trust solicited another bank, which expressed interest in the transaction. In June 2017, certain of these parties entered into non-disclosure agreements with Citizens National to allow access to the data room to facilitate due diligence and further analysis of a potential business combination.
During June 2017, two of the banks that previously had expressed interest determined for a variety of reasons not to pursue further discussions with Citizens National. On June 28, 2017, Mr. Noblin provided a status update to the special committee that conversations were progressing primarily with two interested parties, including Old Point. Performance Trust also informed Citizens National that it had requested a deadline of July 24, 2017 for written offers from interested parties.
On July 10, 2017, Messrs. Creekmore and Noblin met with Mr. Shuford, Jr. and Jeffrey W. Farrar, Executive Vice President and Chief Financial Officer of Old Point, to discuss additional background information about Citizens National, including its historical and current business and operations and outlook, as well as Old Point’s continued interest in a business combination with Citizens National.
On July 11, 2017, Messrs. Creekmore and Noblin met with representatives of the other interested bank to discuss Citizens National’s background, historical and current business and operations and outlook, the process that it was undertaking and a potential business combination between the two institutions. On July 24, 2017, representatives of this bank contacted Mr. Noblin to indicate that, after thorough deliberation, it was withdrawing its interest with respect to a transaction with Citizens National due to several other ongoing projects.
On July 26, 2017, representatives of Old Point contacted Performance Trust to indicate Old Point’s continued interest in a transaction with Citizens National, which Old Point intended to discuss with its board of directors at their next regular meeting in August.
On August 8, 2017, at its regular monthly meeting, the board of directors of Old Point discussed a proposed nonbinding indication of interest for the acquisition of Citizens National. Mr. Shuford, Jr. and Mr. Farrar reviewed with the board the strategic rationale and benefits of acquiring Citizens National. Mr. Farrar reviewed with the board a merger analysis prepared for the company by its financial advisor which included discussion of the current environment for merger and acquisition transactions, key modeling assumptions, estimated cost savings detail, contribution analysis, GAAP earnings per share impact, pro-forma capital levels and sensitivity analyses. Following thorough discussion, the board authorized Old Point’s management to proceed with the non-binding indication of interest.
On August 14, 2017, Citizens National received a written, non-binding indication of interest from Old Point for the acquisition of Citizens National for cash consideration of  $5.25 per share of Citizens National common stock. In the proposed transaction, Citizens National would be merged into Old Point National Bank, with Old Point National Bank as the surviving bank.
On August 16, 2017, the special committee of the board of directors of Citizens National held a meeting to discuss the indication of interest from Old Point. At the meeting, Performance Trust presented an analysis of the indication of interest, as well as additional information about Old Point and an updated presentation of current market conditions in the banking industry, recent merger and acquisition activity, and valuation metrics in comparable transactions. Following extensive deliberation of the potential combination with Old Point and the proposed terms, the special committee instructed management and Performance Trust to undertake further negotiations with Old Point. In particular, the special committee requested an increase in the merger consideration and that Old Point offer a portion of the merger consideration in Old Point common stock so that Citizens National’s stockholders could benefit from the combined company’s potential growth and stock appreciation. The special committee also requested that
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the indication of interest address retention of Citizens National’s employees and advisory board representation for Citizens National directors. The special committee also indicated that, following further negotiation with Old Point on Citizens National’s proposed counteroffer, it would meet with Performance Trust and the full board of directors to review the status of discussions with interested parties.
On August 17, 2017, at the regularly scheduled meeting of the board of directors of Citizens National, Mr. Creekmore updated the board that a primary partner had emerged that the special committee believed was a viable merger partner and that discussions were ongoing.
On August 25, 2017, Old Point submitted a revised non-binding indication of interest to Citizens National with proposed merger consideration for each share of Citizens National common stock consisting of 0.1041 shares of Old Point common stock (representing approximately 60% of the merger consideration) and $2.19 in cash, which implied a purchase price of  $5.47 per share of Citizens National based on the 20-day volume weighted average price of Old Point’s common stock on August 24, 2017. The proposed merger consideration would not be adjusted for changes in Old Point’s or Citizens National’s stock price before the closing of the transaction.
On August 30, 2017, the special committee of the board of directors of Citizens National held a meeting to discuss the revised indication of interest from Old Point. At the meeting, Performance Trust presented its analysis of the revised terms, in particular the change to 60% stock consideration and the increase in purchase price. Following thorough discussion of the revised proposal, the special committee determined to proceed with further discussions with Old Point and to submit the revised indication of interest to the full board of directors of Citizens National.
On September 12, 2017, at a special meeting of the board of directors of Citizens National, representatives of Performance Trust updated the board of directors on the status of negotiations and developments with Old Point and presented the terms of the revised indication of interest from Old Point. After discussion, the board of directors authorized Citizens’ management to execute the indication of interest, to proceed with the due diligence process and to move forward with discussions with Old Point on terms similar to those in the revised indication of interest. The board of directors also requested that Performance Trust inquire if Old Point was willing to increase the proportion of stock consideration in the proposed transaction. On September 14, 2017, Mr. Noblin executed the non-binding indication of interest and delivered it to Performance Trust to deliver to Old Point.
Following the September 12, 2017 meeting and the execution of the non-binding indication of interest, the parties pursued further discussions concerning a potential merger. In connection with these discussions, and continuing up until the signing of the definitive merger agreement, representatives and advisors of each of Old Point and Citizens conducted extensive business, legal and financial due diligence investigations. Throughout this period, Citizens National updated its electronic data room for use by Old Point and its representatives and advisors in connection with its ongoing due diligence of Citizens National.
On October 3, 2017, Messrs. Noblin and Shuford, Jr. had dinner to further discuss the terms of the merger and to allow Mr. Shuford, Jr. to ask questions and further discuss the background, history and outlook of Citizens National, how their respective organizations might be integrated and potential severance compensation for displaced employees of Citizens National.
On October 17, 2017, representatives of Performance Trust and Citizens’ legal counsel, Williams Mullen, conducted due diligence regarding the business and affairs of Old Point at Old Point’s offices in Hampton, Virginia.
Also on October 17, 2017, Troutman Sanders LLP, counsel to Old Point, delivered an initial draft of the merger agreement to Williams Mullen. Over the next several days, Williams Mullen reviewed and discussed the merger agreement with Citizens National’s senior management and Performance Trust. On October 20, 2017, Williams Mullen delivered comments on the draft merger agreement and related documents to Troutman Sanders LLP.
From October 20 through October 26, 2017, Old Point, Citizens National and their respective financial advisors and legal counsel continued to negotiate the terms of the merger agreement and related documents and various matters related to the proposed combination of Old Point and Citizens National. During this time, Old Point declined to offer more than 60% of the merger consideration in stock.
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The boards of directors of Old Point and Old Point National Bank convened a joint meeting on October 26, 2017, at which meeting all directors were present, to consider the proposed merger and the merger agreement. A representative of Old Point’s financial advisor presented additional financial analysis of the transaction. Representatives of Old Point’s outside legal counsel, Troutman Sanders LLP, advised the Old Point board of directors regarding the directors’ fiduciary duties, the legal structure and terms of the proposed transaction, and the proposed merger agreement, and addressed other matters related to the merger and advised the boards of directors generally regarding the merger. Members of the Old Point board of directors asked questions on the due diligence results to which representatives of Old Point management, Old Point’s financial advisor and Troutman Sanders LLP responded. After detailed discussion and careful deliberation, the boards of directors of Old Point and Old Point National Bank each unanimously (i) determined that the merger agreement and the transactions contemplated thereby were advisable and in their stockholders’ best interests, and (ii) approved and adopted the merger agreement and approved the merger.
On October 26, 2017, the board of directors of Citizens National held a special meeting, with representatives of Performance Trust and Williams Mullen present, to discuss the proposed transaction. During this meeting, the board considered the fairness of the proposed transaction with Old Point to Citizens National from a financial point of view compared with continuing to operate as an independent community bank. At the meeting, a representative of Performance Trust reviewed a summary of the process that Citizens National and Old Point had engaged over the past year and presented an analysis of the merger, among other things, compared to comparable transactions. In addition, Performance Trust provided an oral opinion (which was subsequently confirmed in writing) that, based upon and subject to the assumptions, limitations, qualifications and conditions set forth in its written opinion, as of the date of the meeting, the merger consideration to be paid to the holders of Citizens National common stock was fair to the holders of Citizens National common stock from a financial point of view. Representatives of Williams Mullen advised the Citizens National board of directors regarding the legal structure and terms of the proposed transaction, the proposed merger agreement and the directors’ fiduciary duties. After detailed discussion and careful deliberation, the Citizens National board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby were advisable, and fair to and in the best interests of Citizens National, (ii) approved and adopted the merger agreement and approved the merger and the other transactions contemplated thereby, and (iii) recommended the approval and adoption of the merger agreement and the transactions contemplated thereby by Citizens National’s stockholders.
In the evening of Friday, October 27, 2017, Old Point and Citizens National executed the definitive merger agreement. Old Point and Citizens issued a joint press release publicly announcing the transaction prior to the opening of financial markets on Monday, October 30, 2017.
Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors
After extensive review and discussion, Citizens National’s board of directors, at a meeting held on October 26, 2017, unanimously determined that the merger agreement is in the best interests of Citizens National and its stockholders. Accordingly, Citizens National’s board of directors adopted and approved the merger agreement and unanimously recommends that Citizens National stockholders vote “FOR” the approval of the merger proposal and “FOR” the approval of the adjournment proposal.
In reaching its decision to adopt and approve the merger agreement and to recommend that its stockholders approve the merger agreement, the Citizens National board of directors consulted with Citizens National management, as well as its financial and legal advisors, and considered a number of factors, including, without limitation, the following material factors:

a review of the prospects, challenges and risks of Citizens National remaining independent versus merging with Old Point given the current and prospective environment in the financial services industry, including national and local economic conditions, competition and consolidation in the financial services industry, and the regulatory and compliance environment;

the ability of Citizens National’s stockholders to benefit from the combined company’s potential growth and stock appreciation, and the expectation that the combined company will have superior future earnings and prospects compared to Citizens National’s earnings and prospects on an independent basis;
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the expected cash dividend payments to be received by Citizens National’s stockholders, as stockholders of Old Point following the merger, due to the quarterly cash dividend paid by Old Point (currently $0.11 per share), although Old Point has no obligation to pay dividends in any particular amounts or at any particular times;

the advantages of being part of a larger entity, including the expectation of cost savings and operating efficiencies and the ability of a larger institution to compete in the banking environment and to leverage overhead costs, including the cost of financial technology, which the Citizens National board believes is likely to continue to increase in the future;

the financial and other terms of the merger, including that Citizens National stockholders will receive Old Point common stock for a portion of their shares of Citizens National common stock, enabling them to participate in any growth opportunities of the combined company;

the financial analyses delivered to Citizens National’s board of directors by representatives of Performance Trust as well as the opinion of Performance Trust rendered to Citizens National’s board of directors on October 27, 2017 with respect to the fairness, from a financial point of view, to the holders of Citizens National common stock of the merger consideration;

the value of Old Point common stock and information concerning the financial performance and condition, business operations, capital levels, asset quality, loan portfolio breakdown, and prospects of Old Point, taking into account the results of Citizens National’s due diligence investigation of Old Point;

that Old Point common stock is traded on the NASDAQ Capital Market and has substantially greater liquidity than Citizens National common stock;

the compatibility of Citizens National’s business, operations and culture with those of Old Point;

the possible effects of the proposed merger on Citizens National’s employees and customers;

Citizens National’s and Old Point’s similar commitments to their communities; and

the likelihood that the merger will be completed on a timely basis, including the likelihood that the merger will receive all necessary regulatory approvals in a timely manner.
The Citizens National board also considered the risks and potential negative factors outlined below, but concluded that the anticipated benefits of combining with Old Point were likely to outweigh substantially these risks and factors. These risks included:

that certain of Citizens National’s officers have interests in the merger that are in addition to their interests generally as Citizens National stockholders, which have the potential to influence such officers’ views and actions in connection with the merger;

the challenges of integrating Citizens National’s business, operations and employees with those of Old Point, including considering that the merger would be Old Point’s first bank acquisition;

the risk that the benefits and cost savings sought in the merger would not be fully realized;

the risk that the merger would not be consummated;

the effect of the public announcement of the merger on Citizens National’s customer relationships, its ability to retain employees and the potential for disruption of Citizens National’s ongoing business;

the potential risk of diverting management attention and resources from the operation of Citizens National’s business and towards the completion of the merger;

that while the merger is pending, Citizens National will be subject to restrictions on how it conducts business that could delay or prevent Citizens National from pursuing business opportunities or preclude it from taking actions that would be advisable if it was to remain independent; and
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the termination fee payable, under certain circumstances, by Citizens National to Old Point, including the risk that the termination fee might discourage third parties from offering to acquire Citizens National by increasing the cost of a third party acquisition.
The foregoing discussion of the information and factors considered by Citizens National’s board of directors is not exhaustive, but includes the material factors that the board of directors considered and discussed in approving and recommending the merger. In view of the wide variety of factors considered and discussed by Citizens National’s board of directors in connection with its evaluation of the merger and the complexity of these factors, the board of directors did not quantify, rank or assign any relative or specific weight to the foregoing factors. Rather, it considered all of the factors as a whole. The board of directors discussed the foregoing factors, including asking questions of Citizens National’s management and legal and financial advisors, and reached general consensus that the merger was in the best interests of Citizens National and its stockholders. In considering the foregoing factors, individual directors may have assigned different weights to different factors. The board of directors did not undertake to make any specific determination as to whether any factor, or particular aspect of any factor, supported or did not support its ultimate decision to approve the merger agreement.
The foregoing explanation of Citizens National’s board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”
Old Point’s Reasons for the Merger
In reaching its decision to approve and adopt the merger agreement, the Old Point board of directors consulted with Old Point’s management, as well as its financial and legal advisors, and considered a number of factors in favor of the merger, including the following principal factors, which are not presented in order of priority:

its knowledge of Old Point’s, Citizens National’s and the combined entity’s business, operations, financial condition, asset quality, earnings and prospects, taking into account the results of Old Point’s due diligence review of Citizens National;

its belief that Citizens National’s business and operations complement those of Old Point;

Old Point’s management’s expectations regarding cost synergies, earnings accretion, internal rate of return and tangible book value dilution;

the fact that core deposits make up the vast majority of Citizens National’s deposit mix;

the asset quality of Citizens National’s loan portfolio;

the strong capital positions maintained by Old Point and Citizens National prior to the merger, and the anticipated strong capital position of the combined entity following the merger;

its belief that Old Point and Citizens National share a compatible community banking model;

its belief that Old Point and Citizens National share a similar mission, vision and core values;

the fact that acquiring Citizens National would enable Old Point to expand its existing presence in the greater Hampton Roads marketplace and Isle of Wight County, Virginia;

Citizens National’s familiarity with the Hampton Roads markets;

the financial analyses and other information presented to the Old Point board of directors by Old Point’s financial advisor with respect to the merger; and

the financial and other terms of the merger agreement, including the fixed merger consideration, tax treatment, provisions designed to limit the ability of the Citizens National board of directors to entertain third party proposals to acquire Citizens National and provisions providing for payment by Citizens National to Old Point of a termination fee if the merger agreement is terminated under certain circumstances.
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The Old Point board of directors also considered a number of potentially negative factors in its deliberations concerning the merger agreement, including:

the need to obtain Citizens National stockholder approval, as well as the requisite regulatory approvals, to complete the merger and the risk that those would not be obtained or other conditions to the merger would not be satisfied;

the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating Citizens National’s business, operations and employees with those of Old Point, including the execution risk of data system conversion and the possible negative effect on customer relationships;

the potential risk of diverting management attention and resources from the operation of the business of Old Point and toward completion of the merger and integration of operations; and

expenses to be incurred in working toward completion of the merger.
The foregoing discussion of the information and factors considered by the Old Point board of directors is not intended to be exhaustive, but rather includes the material factors considered by the Old Point board of directors. In reaching its decision to approve and adopt the merger agreement and the transactions contemplated thereby, the Old Point board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Old Point board of directors considered all these factors as a whole, including discussions with, and questioning of, Old Point management and Old Point’s financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination. The Old Point board of directors considered the foregoing factors as a whole and unanimously concluded that the positive factors outweighed the negative factors and, as a whole, supported a determination to approve and adopt the merger agreement.
The foregoing explanation of the Old Point board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in “Risk Factors” beginning on page 20 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26.
Opinion of Citizens National’s Financial Advisor
On October 27, 2017, Performance Trust rendered to Citizens National’s board its oral opinion, which was subsequently confirmed in writing, with respect to the fairness, from a financial point of view, to the holders of Citizens National common stock, of the merger consideration pursuant to the merger agreement.
Performance Trust’s opinion was directed to Citizens National’s board and only addressed the fairness, from a financial point of view, to the holders of Citizens National common stock of the merger consideration and did not address any other aspect or implication of the merger. The references to Performance Trust’s opinion in this proxy statement/prospectus are qualified in their entirety by reference to the full text of Performance Trust’s written opinion, which is included as Appendix C to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Performance Trust in preparing its opinion. However, neither Performance Trust’s opinion, nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and they do not constitute, advice or a recommendation to Citizens National’s board or any stockholder of Citizens National as to how to act or vote with respect to any matter relating to the merger agreement or otherwise. Performance Trust’s opinion was furnished for the use and benefit of Citizens National’s board (in its capacity as such) in connection with its evaluation of the merger.
In issuing its opinion, among other things, Performance Trust:
(i)
reviewed a draft, dated October 24, 2017, of the merger agreement;
(ii)
reviewed certain publicly available business and financial information relating to Citizens National, Old Point, and its subsidiary The Old Point National Bank of Phoebus;
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(iii)
reviewed certain other business, financial, and operating information relating to Citizens National and Old Point and its subsidiary provided to Performance Trust by the management of Citizens National and the management of Old Point, including financial forecasts for Citizens National prepared and provided to Performance Trust by management of Citizens National;
(iv)
met with certain members of Citizens National and Old Point to discuss the business prospects of Citizens National and Old Point and the proposed transaction;
(v)
reviewed certain financial data of Citizens National and compared that data with similar data for companies with publicly traded equity securities that Performance Trust deemed relevant;
(vi)
reviewed certain financial terms of the proposed transaction and compared certain of those terms with the publicly available financial terms of certain transactions that have recently been effected or announced; and
(vii)
considered such other information, financial studies, analyses and investigations and financial, economic and market criteria that Performance Trust deemed relevant.
In connection with its review, Performance Trust has not independently verified any of the foregoing information and Performance Trust has assumed and relied upon such information being complete and accurate in all material respects. With respect to the financial forecasts for Citizens National that Performance Trust used in its analyses, the management of Citizens National has advised Performance Trust, and it has assumed, that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Citizens National as to the future financial performance of Citizens National and Performance Trust expresses no opinion with respect to such estimates or the assumptions on which they are based. Performance Trust has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Citizens National and Old Point since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Performance Trust that would be material to its analyses or its opinion, and that there is no information or any facts that would make any of the information reviewed by Performance Trust incomplete or misleading. Performance Trust has also assumed, with Citizens National’s consent, that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the merger, no delay, limitation, restriction or condition will be imposed that would have a material adverse effect on Citizens National, Old Point or the contemplated benefits of the merger and that the merger will be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any term, condition or provision thereof that would be material to Performance Trust’s analyses or its opinion. Performance Trust has assumed, with Citizens National’s consent, that the merger agreement, when executed by the parties thereto, conformed to the draft reviewed by Performance Trust in all respects material to its analyses.
Performance Trust’s opinion only addresses the fairness, from a financial point of view, of the merger consideration to the holders of Citizens National Common Stock in the manner set forth in the full text of its opinion, which is included as Appendix C, and the opinion does not address any other aspect or implication of the merger or any agreement, arrangement or understanding entered into in connection with the merger or otherwise, including, without limitation, the amount or nature of, or any other aspect relating to, any compensation to any officers, trustees, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise.
The issuance of Performance Trust’s opinion was approved by an authorized internal committee of Performance Trust.
Performance Trust’s opinion was necessarily based upon information made available to it as of October 27, 2017, and financial, economic, market and other conditions as they existed and could be evaluated on the date of the opinion. Performance Trust has no obligation to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring after the date of the opinion. Performance Trust’s opinion does not address the relative merits of the merger as compared to alternative transactions or strategies that might be available to Citizens National, nor does it address the underlying business decision of Citizens National or its board to approve, recommend or proceed with the merger.
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Furthermore, no opinion, counsel or interpretation is intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. It is assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, Performance Trust has relied on, with Citizens National’s consent, advice of the outside counsel and the independent accountants of Citizens National, and on the assumptions of the management of Citizens National, as to all legal, regulatory, accounting, insurance and tax matters with respect to Citizens National, Old Point, and the merger.
In preparing its opinion to Citizens National’s board, Performance Trust performed a variety of analyses, including those described below. The summary of Performance Trust’s analyses is not a complete description of the analyses underlying Performance Trust’s opinion. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Performance Trust’s opinion nor the analyses underlying its opinion are readily susceptible to partial analysis or summary description. Performance Trust arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Performance Trust believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.
In performing its analyses, Performance Trust considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Performance Trust did not make separate or quantifiable judgments regarding individual analyses. The implied value reference ranges indicated by Performance Trust’s analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond Citizens National’s control, Old Point’s control, and Performance Trust’s control. Much of the information used in, and accordingly the results of, Performance Trust’s analyses are inherently subject to substantial uncertainty.
Performance Trust’s opinion and analyses were provided to Citizens National’s board in connection with its consideration of the proposed merger and were among many factors considered by Citizens National’s board in evaluating the proposed merger. Neither Performance Trust’s opinion nor its analyses were determinative of the merger consideration or of the views of Citizens National’s board with respect to the proposed merger.
The following is a summary of the material financial analyses performed in connection with Performance Trust’s opinion rendered to Citizens National’s board on October 27, 2017. No company or transaction used in the analyses described below is identical or directly comparable to Citizens National or the proposed transaction. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Performance Trust’s analyses.
Selected Precedent Transactions Analysis
Performance Trust analyzed publicly available financial information relating to selected business combinations and other transactions Performance Trust deemed relevant. Performance Trust considered transactions with publicly disclosed deal values announced between January 1, 2015 and October 24, 2017 involving targets with total assets between $25 million and $100 million, last twelve months’ (“LTM”) return on average assets between 0.00% and 0.50%, tangible equity to tangible assets greater than 9.50%, and non-performing assets/assets less than 2.75%. The selected transactions were selected because the target
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companies were deemed to be similar to Citizens National in one or more respects. Except as described above, no specific numeric or other similar criteria were used to select the selected transactions. Performance Trust identified a sufficient number of transactions for purposes of its analysis but may not have included all transactions that might be deemed comparable to the proposed merger. The 12 selected transactions used in this analysis included (buyer/seller — announce date):

Ozarks Heritage Financial Group, Inc./Financial Enterprises, Inc. — July 11, 2017

Royal Bancshares, Inc./State Bank of Cazenovia — April 4, 2017

WB Bancorp, Inc./MC Bancorp, Inc. — January 31, 2017

Drummond Banking Company/Nature Coast Bank — July 25, 2016

Horizon Bancorp/Citizens National Bancorp — July 12, 2016

Mackinac Financial Corporation/Niagara Bancorporation, Inc. — May 24, 2016

First Sentry Bancshares, Inc./Rock Branch Community Bank, Inc. — March 28, 2016

Eastern Michigan Financial Corporation/Ruth Bank Corporation — November 9, 2015

CSBO Holdings, Inc./Citizens State Bank of Ouray — August 31, 2015

Baylake Corp./New Bancshares, Inc. — May 8, 2015

Hamilton Bancorp, Inc./Fairmount Bancorp, Inc. — April 16, 2015

Adams Community Bank/Lenox National Bank — April 8, 2015
Performance Trust reviewed financial data for the selected transactions, including transaction value to tangible book value, transaction value to total assets, and premium to core deposits, which were defined as total deposits excluding certificates of deposit greater than $100,000. Furthermore, Performance Trust applied the median, 25th percentile, and 75th percentile multiples of the selected transactions to Citizens National’s corresponding financial metrics as of June 30, 2017 to determine the implied equity value per share and then compared those implied equity values per share to the merger consideration of  $5.52 per share in the proposed transaction. The merger consideration of  $5.52 per share is 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 price of Old Point common stock on October 27, 2017 of  $32.00 The results of the selected transactions analysis are summarized below.
Proposed
Transaction
Multiples
Selected
Transactions
Median
Selected
Transactions
25th Percentile
Selected
Transactions
75th Percentile
Transaction Value/Tangible Book Value
101%
105% 94% 114%
Transaction Value/Assets
16.6%
11.2% 9.9% 19.3%
Core Deposit Premium
0.3%
1.0% (0.7)% 1.8%
Proposed
Merger
Consideration
Implied
Price
Per Share
Median
Implied Price
Per Share
25th Percentile
Implied Price
Per Share
75th Percentile
Transaction Value/Tangible Book Value
$
5.52
$ 5.74 $ 5.14 $ 6.25
Transaction Value/Assets
$
5.52
$ 3.72 $ 3.30 $ 6.39
Core Deposit Premium
$
5.52
$ 5.64 $ 5.35 $ 5.77
Selected Public Companies Analysis
Performance Trust considered certain financial information for Citizens National and compared it with selected companies whose equity is publicly traded that Performance Trust deemed relevant. The selected public companies listed below include banks with total assets between $25 million and $250 million, LTM ROAA between 0.00% and 0.50%, tangible equity to tangible assets greater than 9.00%, non-performing assets/assets less than 2.75%, and minimum average daily trading volume of at least 25 shares per day over
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the last 90 days. The selected companies were selected because they were deemed similar to Citizens National in one or more respects. Except as described above, no specific numeric or other similar criteria were used to select the selected companies, and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. Performance Trust identified a sufficient number of companies for purposes of its analysis but may not have included all publicly traded companies that might be deemed comparable to Citizens National. The 14 selected companies used in this analysis included:

Absecon Bancorp — Absecon, NJ

AJS Bancorp, Inc. — Midlothian, IL

Carroll Bancorp, Inc. — Sykesville, MD

Clarion County Community Bank — Clarion, PA

Commerce Bank of Temecula Valley — Murrieta, CA

Damariscotta Bankshares, Inc. — Damariscotta, ME

Edgewater Bancorp, Inc. — Saint Joseph, MI

First Niles Financial, Inc. — Niles, OH

Home Financial Bancorp — Spencer, IN

New Bancorp, Inc. — New Buffalo, MI

Partners Bank of California — Mission Viejo, CA

Sugar Creek Financial Corp. — Trenton, IL

Sunshine Financial, Inc. — Tallahassee, FL

Willamette Community Bank — Albany, OR
Performance Trust reviewed financial data for the selected companies, including trading value to tangible book value. Furthermore, Performance Trust applied the median, 25th percentile, and 75th percentile multiples of the selected companies to Citizens National’s corresponding financial metrics as of June 30, 2017 to determine the implied equity value per share and then compared those implied equity values per share to the merger consideration of  $5.52 per share in the proposed transaction. The results of the selected companies analysis are summarized below.
Proposed
Transaction
Multiples
Selected
Companies
Median
Selected
Companies
25th Percentile
Selected
Companies
75th Percentile
Transaction Value/Tangible Book Value
101%
95% 85% 102%
Proposed
Merger
Consideration
Implied
Price
Per Share
Median
Implied Price
Per Share
25th Percentile
Implied Price
Per Share
75th Percentile
Transaction Value/Tangible Book Value
$
5.52
$ 5.18 $ 4.66 $ 5.57
Present Value Analysis
Performance Trust analyzed the discounted present value of Citizens National’s projected free cash flows to equity for the years ending December 31, 2017 through December 31, 2022 on a standalone basis. Performance Trust calculated cash flows based on dividendable tangible common equity, which is defined as the tangible common equity in excess of a minimum 8.0% tangible common equity to tangible assets ratio. Historically, Citizens National has not paid dividends on its common stock. This analysis was based on the financial forecasts for Citizens National provided by Citizens National management and approved for use in this analysis by Citizens National management.
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Performance Trust applied price to tangible book value multiples, ranging from 110% to 130%, to Citizens National’s projected December 31, 2022 tangible book value and price to earnings multiples, ranging from 15.0x to 17.0x, to Citizens National’s projected calendar year 2022 net income in order to derive a range of projected terminal values for Citizens National at December 31, 2022. The projected cash flows and terminal values were discounted using rates ranging from 15.0% to 17.0%, which reflected the cost of equity capital for Citizens National using a discount rate build-up method based on the sum of the risk-free free rate, industry equity risk premium, size premium, and specific company risk factor. The resulting range of present values was divided by the number of common shares outstanding in order to arrive at a range of present values per share of common stock. Performance Trust reviewed the range of per share prices derived in the present value analysis and compared them to the merger consideration of  $5.52 per share in the proposed transaction. The results of the present value analysis are summarized below.
Proposed
Merger
Consideration
Implied
Value
Per Share
Midpoint
Implied Value
Per Share
Minimum
Implied Value
Per Share
Maximum
Terminal Value Based on TBV Multiple
$
5.52
$ 4.45 $ 4.12 $ 4.80
Terminal Value Based on P/E Multiple
$
5.52
$ 3.74 $ 3.54 $ 3.96
Other Matters
Citizens National engaged Performance Trust as financial advisor in connection with the potential merger based on Performance Trust’s experience, reputation, and familiarity with Citizens National’s business. Performance Trust has an investment banking division and is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions. Performance Trust will receive a fee of for its services of 2.25% of the aggregate consideration to be received by Citizens National, which fee is contingent upon the consummation of the merger. Performance Trust also received a fee of  $25,000 upon rendering its fairness opinion, which opinion fee will be credited in full towards the transaction fee that will become payable to Performance Trust upon consummation of the merger. In addition, Citizens National has agreed to indemnify Performance Trust and certain related parties for certain liabilities arising out of or related to the engagement and to reimburse Performance Trust for certain expenses incurred in connection with its engagement.
Performance Trust is a broker-dealer engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Performance Trust and its affiliates may acquire, hold or sell, for its and its affiliates own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of Citizens National, Old Point and certain of their affiliates as well as provide investment banking and other financial services to such companies and entities.
In the two years preceding the date of its opinion, Performance Trust did not provide any other investment banking services to Citizens National, Old Point and certain of their respective affiliates, for which compensation was received (other than any amounts that were paid to Performance Trust pursuant to its retention as a financial advisor to assist in determining a fair price for Citizens National’s common stock and reviewing strategic alternatives as described in this proxy statement/prospectus).
Certain Citizens National Unaudited Prospective Financial Information
Citizens National does not as a matter of course make public projections as to future performance, revenues, earnings or other financial results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, Citizens National is including in this proxy statement/prospectus certain unaudited prospective financial information that was made available to Performance Trust, its financial advisor in connection with the merger. The inclusion of this information should not be regarded as an indication that any of Citizens National, Performance Trust, their respective representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such.
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Citizens National’s management team approved the use of the following unaudited prospective financial information. This information was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to Citizens National’s business, all of which are difficult to predict and many of which are beyond Citizens National’s control. The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Citizens National can give no assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Citizens National’s business, industry performance, general business and economic conditions, competition and adverse changes in applicable laws, regulations or rules, and the certain other market and operations risks similar to those set forth in the section entitled, “Risk Factors,” beginning on page 20 and “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 26.
The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the unaudited prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in Citizens National’s historical GAAP financial statements. Neither Citizen National’s auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.
Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Citizens National can give no assurance that, had the unaudited prospective financial information been prepared either as of the date of the merger agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Citizens National does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. The unaudited prospective financial information does not attempt to predict or suggest future results of Citizens National. The unaudited prospective financial information does not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with completing the merger, the potential synergies that may be achieved by Old Point as a result of the merger, the effect on Citizens National of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the unaudited prospective financial information does not take into account the effect on Citizens National of any possible failure of the merger to occur. None of Citizens National, Performance Trust, or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Citizens National stockholder or other person regarding Citizens National’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the projected results will be achieved. The inclusion of the unaudited prospective financial information in this proxy statement/prospectus should not be deemed an admission or representation by Citizens National that it is viewed as material information of Citizens National, particularly in light of the inherent risks and uncertainties associated with such forecasts. The
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summary of the unaudited prospective financial information included below is not being included to influence your decision whether to vote for the merger proposal, but is being provided solely because it was made available to Citizens National’s financial advisors in connection with the merger.
In light of the foregoing, and considering that the special meeting will be held many months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Citizens National stockholders are cautioned not to place unwarranted reliance on such information, and Citizens National urges all stockholders to review all of the information provided elsewhere in this proxy statement/prospectus. See the section entitled, “Where You Can Find More Information,” beginning on page 90.
The following table presents a summary of selected Citizens National unaudited prospective financial data as of December 31, 2017 through 2022 or for the years 2017 through 2022, as applicable (dollars in thousands):
2017
2018
2019
2020
2021
2022
Tangible assets
$ 58,958 $ 66,000 $ 71,280 $ 76,982 $ 83,131 $ 89,792
Intangible assets
Total assets
58,958 66,000 71,280 76,982 83,131 89,792
Net income
60 150 240 297 360 432
Old Point’s Board of Directors and Management Following Completion of the Merger
The directors of Old Point in office immediately prior to the merger will continue serving as directors of Old Point after the merger. The executive officers of Old Point immediately prior to the merger will continue serving in their current positions as executive officers of Old Point after the merger.
At the effective time of the merger, two individuals who are directors of Citizens National and who are selected by the mutual agreement of Old Point, Old Point National Bank and Citizens National will join the Southside Advisory Board of Old Point National Bank.
Public Trading Markets
Old Point common stock is listed and traded on the NASDAQ Capital Market under the symbol “OPOF.” Citizens National common stock is listed and traded on the OTC Pink under the symbol “CNBV.” Upon completion of the merger, newly issued shares of Old Point common stock issuable pursuant to the merger agreement will be listed on the NASDAQ Capital Market.
Dissenters’ Appraisal Rights
Stockholders of Citizens National have dissenters’ appraisal rights, as described herein, which are governed by the National Bank Act, 12 U.S.C. §215a(b). If the merger is approved by the required vote of Citizens National stockholders and is consummated, any record holder of Citizens National common stock may require Old Point to pay the fair or appraised value of such holder’s common stock, determined as of the effective time of the merger, by complying with 12 U.S.C. §215a(b). A copy of 12 U.S.C. §215a is attached as Appendix D to this proxy statement/prospectus.
A Citizens National stockholder who votes against the merger, or gives notice in writing to Citizens National at or before the Citizens National special meeting, identifying such holder and stating an intent to dissent from the merger agreement, will be entitled to receive cash in the value of such holder’s Citizens National common stock if and when the merger is consummated, upon written request made to Old Point at any time before 30 days after the consummation of the merger, accompanied by the surrender of such holder’s stock certificates.
The value of the shares of Citizens National common stock will be determined as of the effective date of the merger by a committee of three persons, one to be selected by a majority vote of the dissenting stockholders entitled to receive the value of their shares of Citizens National common stock in cash, one by the directors of Old Point, and the third person selected by the two so chosen. The valuation agreed upon by any two of these three appraisers shall govern, but if the value fixed by the appraisers is not satisfactory
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to any dissenting stockholder who has requested payment as described herein, such holder may within five days after being notified of the appraised value appeal to the OCC, which will cause a reappraisal to be made. The OCC’s reappraisal will be final and binding as to the value of the shares. If within 90 days from the effective time of the merger one or more of the appraisers is not selected, or the appraisers fail to determine the value of the dissenting shares, the OCC will, upon written request of any interested party, cause an appraisal to be made which will be final and binding on all parties. The expenses of the OCC in making the appraisal or reappraisal will be paid by Old Point.
The foregoing summary is not a complete statement of the provisions of federal law relating to the rights of dissenting stockholders, and is qualified in its entirety by reference to such law, a copy of which is attached as Appendix D to this proxy statement/prospectus. Failure by a holder of Citizens National common stock to follow the steps required under federal law for perfecting rights as a dissenting stockholder may result in a loss of such rights. Stockholders’ notices of intent to demand appraisal with respect to their shares of Citizens National common stock prior to the special meeting should be sent to: Citizens National Bank, 11407 Windsor Blvd., Windsor, Virginia 23487, Attn: Corporate Secretary.
Interests of Certain Citizens National Directors and Executive Officers in the Merger
In considering the recommendations of the Citizens National board of directors that Citizens National stockholders vote in favor of the merger proposal, Citizens National stockholders should be aware that Citizens National directors and executive officers may have interests in the merger that differ from, or are in addition to, their interests as stockholders of Citizens National. The Citizens National board of directors was aware of these interests and took them into account in its decision to approve the merger agreement.
Change in Control Payments and Benefits under Current Citizens National Employment Agreements.
The employees of Citizens National who have employment agreements with Citizens National are: Jeffrey H. Noblin, Elizabeth T. Beale, and Richard C. Baker. For the purposes of the employment agreements of Mr. Noblin, Ms. Beale, and Mr. Baker, the merger will constitute a “change in control.”
Under the terms of Mr. Noblin’s employment agreement, if Mr. Noblin’s employment is terminated within 24 months following a “change in control” (i) by Citizens National or its successor without “cause” (as defined in the agreement), (ii) by Mr. Noblin for “good reason” (as defined in the agreement), or (iii) due to failure of Citizens National or its successor to renew the employment agreement, Mr. Noblin will be entitled to receive (A) a lump sum cash payment equal to 275% of the sum of his base salary in effect at termination and the highest cash bonus paid or payable for the two most recently completed years, (B) a lump sum cash payment equal to the sum of  (1) accrued but unpaid salary earned as of the termination date, unreimbursed business expenses incurred as of the termination date, employee benefits (including cash and equity compensation) to which he is entitled under employee benefit plans and programs of Citizens National or its successor as of the termination date (collectively, the “Accrued Amounts”), (2) earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the termination date, and (3) the product of  (i) the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and (ii) a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365, and (C) an amount equal to the product of  (i) Mr. Noblin’s hourly rate of pay (determined by dividing base salary by 2080) and (ii) the number of paid-time off hours that are accrued and unused as of the termination date, limited to 1064 hours. In addition, if COBRA coverage is timely elected by Mr. Noblin, he will be permitted to continue participation in Citizens National’s or its successor’s group health and dental plans for a period of up to 18 months following termination at the rates paid by active participants and Citizens National or its successor will pay its portion of such health or dental premiums. The lump sum payments are generally to be paid to Mr. Noblin within 30 days of the date of termination of employment, subject to execution and effectiveness of a release within such 30-day period.
For purposes of Mr. Noblin’s agreement, a termination for “good reason” occurs when any of the following conditions exist, Mr. Noblin provides written notice to Citizens National or its successor of the existence of the condition within 90 days of the initial occurrence of the condition, and Citizens National or its successor fails to remedy the condition in good faith within 30 days of the date of such written notice: (i) the assignment, without written consent, of duties inconsistent with Mr. Noblin’s position, authority,
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duties or responsibilities, (ii) any action taken by Citizens National or its successor that results in a substantial reduction in Mr. Noblin’s status, including a diminution in his position, authority, duties, or responsibilities, (iii) relocation of Mr. Noblin’s primary office to a location that is fifteen (15) miles outside of the Town of Windsor or the 15 mile radius of any full-service banking office established by Citizens National or its successor at the time of termination of employment, (iv) the failure of Citizens National or its successor to comply with the compensation provisions of the employment agreement or a material breach of the employment agreement.
Under the terms of each of Ms. Beale’s and Mr. Baker’s employment agreement, in the event that the individual’s employment is terminated within 24 months following a “change in control” under the circumstances described above, the individual will be entitled to receive the payments and benefits described above, except that “200%” shall be substituted for “275%” when calculating the lump sum payment described in clause (A) above.
In addition, under the employment agreements of Mr. Noblin, Ms. Beale, and Mr. Baker, in the event that the individual’s employment is terminated within six months prior to a change in control under the circumstances described above, then within 10 days of the change in control (or, if later, within 30 days of termination of employment), the individual will be entitled to receive (1) the payments described in (A) above (in the case of Ms. Beale and Mr. Baker, substituting “200%” for “275%”), reduced for any salary continuation payments made following termination of employment as required by the applicable termination provisions, (2) the payments described in (B) and, to the extent not already paid, (C), above and (3) a COBRA subsidy for up to 18 months. Such payments shall replace any payments owed to Mr. Noblin, Ms. Beale, and Mr. Baker under their employment agreements as a result of their termination of employment prior to the change in control. To the extent an amount payable to Mr. Noblin, Ms. Beale, and Mr. Baker as a result of such individual’s termination of employment prior to the change in control constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts are to be paid according to their designated schedule of payments and only the additional amounts payable as a result of the change in control will be paid in a lump sum within 10 days of the change in control (or, if later, within 30 days of termination of employment).
Each of Mr. Noblin’s, Ms. Beale’s and Mr. Baker’s employment agreements provides that amounts payable and benefits provided thereunder shall be reduced by the minimum possible amount that is consistent with the requirements of section 409A of the Code until no amount payable to the individual, together with other payments or benefits under other plans, agreements or arrangements, is subject to an excise tax under section 4999 of the Code (such amount, the “section 280G limit”). As of October 27, 2017, Citizens National estimated that the section 280G limit for Mr. Noblin, Ms. Beale and Mr. Baker was $497,115, $372,756, and $359,399, respectively, which excludes the value of any restrictive covenants to which the executive is subject following the merger.
Old Point and Old Point National Bank may request that Citizens National terminate any or all of the employment agreements of Mr. Noblin, Ms. Beale and Mr. Baker in connection with the merger. If these employment agreements are terminated at the effective time of the merger (assuming for this purpose that the merger is effective on January 31, 2018), Citizens National estimates that Mr. Noblin would receive a lump sum cash payment of  $576,652, Ms. Beale would receive a lump sum cash payment of  $362,502, and Mr. Baker would receive a lump sum cash payment of  $352,462, in each case subject to reduction based on such individual’s section 280G limit (calculated as of the date of termination) as necessary to avoid the imposition of an excise tax under section 4999 of the Code and subject to the execution and effectiveness of (i) a release and waiver of claims in a form acceptable to Old Point, Old Point National Bank, and Citizens National, and (ii) a separate agreement providing that certain restrictive covenants including the non-competition and non-solicitation provisions of the employment agreement will continue to apply for one year, and the confidentiality provisions of the employment agreement will continue to apply as set out in the employment agreement.
Employment Following the Merger
Old Point National Bank remains in discussions with each of Mr. Noblin, Ms. Beale and Mr. Baker with respect to potential employment with Old Point National Bank following the merger. If Old Point and Old Point National Bank decide to terminate the employment agreements of any of these individuals in
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connection with the merger, and that individual is employed by Old Point National Bank after the merger, such post-merger employment may be on an at-will basis or pursuant to an offer letter, retention agreement, change in control agreement or other arrangement.
Indemnification and Insurance
Old Point has agreed to indemnify the officers and directors of Citizens National against certain liabilities arising before the effective date of the merger. Old Point has also agreed to purchase a six year “tail” prepaid policy, on the same terms as Citizens National’s existing directors’ and officers’ liability insurance, for the current officers and directors of Citizens National, subject to a cap on the cost of such policy equal to 250% of Citizens National’s current annual premium.
Stock Options and Stock Warrants
As of the record date for the Citizens National special meeting, the Citizens National directors and executive officers owned, in the aggregate, options to purchase 12,427 shares of Citizens National common stock and warrants to purchase 73,875 shares of Citizens National common stock. As explained in more detail in the section of this proxy statement/prospectus entitled “The Merger Agreement — Treatment of Citizens National Stock Options and Stock Warrants,” Citizens National stock options and Citizens National warrants will be cancelled in the merger in exchange for the right to receive a cash payment equal to the product of  (i) the difference between (A) the Conversion Price (as defined in that section) and (B) the per share exercise price of the Citizens National stock option or Citizens National warrant immediately prior to the effective time of the merger; and (ii) the number of shares of Citizens National common stock subject to such Citizens National stock option or warrant, respectively.
Because Old Point and Citizens National expect that the per share exercise price of each Citizens National stock option and Citizens National warrant will be greater than the Conversion Price at the effective time of the merger, Old Point and Citizens National expect that all Citizens National stock options and Citizens National warrants will be cancelled in the merger without any payment made in exchange therefor.
Resales of Old Point Common Stock
Old Point has registered under the federal securities laws and the rules and regulations promulgated thereunder the issuance of shares of its common stock in the merger. Therefore, Citizens National stockholders that receive Old Point common stock in the merger may sell those shares without restriction unless such stockholder is considered an “affiliate” of Citizens National or becomes an affiliate of Old Point. A director, executive officer or stockholder who beneficially owns 10% or more of the outstanding shares of a company’s common stock is generally deemed to be an affiliate of that company.
If a Citizens National stockholder is considered an affiliate of Citizens National or becomes an affiliate of Old Point, such stockholder may resell the shares of Old Point common stock such stockholder receives in the merger only after the publication of financial results of at least 30 days of post-merger combined operations of Old Point and Citizens National, and pursuant to an effective registration statement under the securities laws, or pursuant to Rule 145 of the SEC’s rules, or in transactions otherwise exempt from registration under the securities laws. Old Point is not obligated and does not intend to register for resale the shares of common stock issued to affiliates of Citizens National, if any.
Regulatory Approvals
Old Point and Citizens National cannot complete the merger without prior approval from the Federal Reserve, the OCC and the VSCC. Old Point has agreed to use its reasonable best efforts, and Citizens National has agreed to cooperate with Old Point, to prepare all documentation and effect all fillings as soon as reasonably practicable after the date of the merger agreement. Old Point has filed the required applications with the Federal Reserve, the OCC and the VSCC seeking approval of the merger. As of the date of this proxy statement/prospectus, we have not yet received the required approvals. While we do not know of any reason why we would not be able to obtain the necessary approvals in a timely manner, we cannot be certain when or if we will receive them. There can be no assurance that such approvals will not impose conditions that would be unduly burdensome on Old Point after the merger.
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As a bank holding company, Old Point is subject to regulation under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Old Point National Bank and Citizens National are each federally chartered national banking associations subject to the National Bank Act and certain federal banking laws, including the Federal Deposit Insurance Act, the Bank Merger Act and related regulations. When reviewing Old Point’s applications under the BHC Act and the Bank Merger Act, the Federal Reserve and the OCC will consider Old Point’s and the combined organization’s following the merger managerial resources, the competitive impacts of the merger, the future prospects of the combined organization, and the Community Reinvestment Act performance of Old Point and Citizens National in meeting the credit needs of their communities, including low- and moderate-income borrowers and neighborhoods. The Federal Reserve and the OCC will also consider Old Point’s effectiveness in combating money laundering, the convenience and needs of the communities to be served, and the extent to which the transactions would result in greater or more concentrated risks to the U.S. banking or financial system.
The merger may not be completed until the 30th day or, with the consent of the relevant agencies, the 15th day, following the date of approval of the Federal Reserve or the OCC, during which period the United States Department of Justice may comment adversely on the merger or challenge the merger on antitrust grounds. The commencement of an anti-trust action would stay the effectiveness of any approval unless a court specifically orders otherwise.
Approvals or possible approvals of the merger by the Federal Reserve, the OCC or the VSCC (i) reflects only the respective agency’s view that the transaction does not contravene applicable legal and regulatory standards and is consistent with regulatory policies relating to safety and soundness, (ii) is not an opinion of the respective agency that the transaction is financially favorable to the stockholders of any party to the transaction or that the respective agency has considered the adequacy of the terms of the transaction, and (iii) is not an endorsement of or recommendation for the transaction.
Accounting Treatment
The merger will be accounted for under the acquisition method of accounting pursuant to GAAP. Under the acquisition method of accounting, the assets and liabilities, including identifiable intangible assets arising from the transaction, of Citizens National will be recorded, as of completion of the merger, at their respective fair values and added to those of Old Point. Any excess of purchase price over the fair values is recorded as goodwill. Financial statements and reported results of operations of Old Point issued after completion of the merger will reflect these values, but will not be restated retroactively to reflect the historical financial position or results of operations of Citizens National.
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THE MERGER AGREEMENT
The following is a summary description of the material provisions of the merger agreement. The following description of the merger agreement is subject to and is qualified in its entirety by reference to the merger agreement, which is attached as Appendix A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read the merger agreement in its entirety as it is the legal document governing the merger. In addition, please read the supplement to the merger agreement attached as Appendix B to this proxy statement/prospectus.
Structure of the Merger
The board of directors of each of Old Point, Old Point National Bank and Citizens National has unanimously approved the merger agreement, which provides for the merger of Citizens National with and into Old Point National Bank. Upon completion of the merger, the separate corporate existence of Citizens National will cease, and Old Point National Bank will continue to exist as a nationally chartered banking association.
The articles of association and bylaws of Old Point National Bank as in effect immediately prior to the merger will be the articles of association and bylaws of Old Point National Bank as the surviving bank following the merger.
Merger Consideration
General.   In the merger, holders of Citizens National common stock will receive for each of their shares of Citizens National common stock outstanding immediately prior to the effective time of the merger (other than shares owned directly or indirectly by Old Point or Old Point National Bank or any of their subsidiaries, in each case except for shares held by them in a fiduciary capacity or in satisfaction of a debt previously contacted, or dissenting shares) (i) 0.1041 shares (the “conversion ratio”) of Old Point common stock, and (ii) $2.19 in cash without interest. This conversion ratio is fixed and will not be adjusted to reflect stock price changes prior to the completion of the merger. Based on the volume-weighted average price of Old Point common stock for the three trading days ended October 27, 2017 ($31.48), the last trading day before public announcement of the merger, the merger consideration represented approximately $5.47 per share in value for each share of Citizens National common stock, or $7.9 million on an aggregate basis. The most recent reported closing share price for Old Point common stock on January 29, 2018 was $29.33; based on this closing sale price, the merger consideration represents approximately $5.24 in value for each share of Citizens National common stock, or $7.6 million on an aggregate basis. We urge you to obtain current market quotations for Old Point common stock (trading symbol “OPOF”) and Citizens National common stock (trading symbol “CNBV”).
If the outstanding shares of Old Point common stock or Citizens National common stock are increased, decreased, changed into or exchanged for a different number of kind of securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, then proportionate adjustments will be made to the merger consideration.
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.
Fractional Shares.   Old Point will not issue any fractional shares of its common stock. Instead, a Citizens National stockholder who would otherwise have received a fraction of a share will receive an amount of cash (rounded to the nearest cent) equal to the fraction of a share of Old Point common stock to which such holder would otherwise be entitled, multiplied by the average of the closing sale prices of Old Point common stock on the NASDAQ Capital Market for the 10 full trading days ending on the trading day immediately preceding (but not including) the effective time of the merger.
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Treatment of Citizens National Stock Options and Stock Warrants
Upon completion of the merger, each outstanding and unexercised option to acquire Citizens National common stock, whether or not vested, shall be cancelled and cease to represent a right to acquire Citizens National common stock and shall be converted into the right to receive a cash payment in an amount equal the product of:

the difference between (A) the sum of  (1) the product of  (x) the conversion ratio and (y) the average of the closing sales prices of Old Point common stock for the ten (10) full trading days ending on the drafting day immediately preceding (but not including) the effective time of the merger, and (2) the cash consideration in the merger (such product, the “Conversion Price”), and (B) the per share exercise price of the Citizens National stock option immediately prior to the effective time of the merger; and

the number of shares of Citizens National common stock subject to such Citizens National stock option.
If the exercise price of a Citizens National stock option immediately prior to the completion of the merger is greater than the Conversion Price of such stock option, then in the merger such stock option shall be cancelled without any payment made in exchange therefor.
Each holder of a warrant to acquire Citizens National common stock has entered into a warrant cancellation agreement pursuant to which such warrant will be cancelled upon completion of the merger. These warrant cancellation agreements provide that upon completion of the merger, each outstanding and unexercised warrant to acquire Citizens National common stock shall cease to represent a right to acquire Citizens National common stock and shall be converted into the right to receive a cash payment in an amount equal to the product of:

the difference between (A) the Conversion Price and (B) the per share exercise price of the Citizens National warrant immediately prior to the effective time of the merger; and

the number of shares of Citizens National common stock subject to such Citizens National warrant.
Effective Date; Closing
The effective time of the merger will be the date and time set forth on the certification of merger issued by the OCC. We anticipate that we will complete the merger late in the first quarter of 2018 or early in the second quarter of 2018, subject to the receipt of required stockholder approvals and all required regulatory approvals, and the satisfaction or waiver of the closing conditions set forth in the merger agreement. See “— Conditions to Completion of the Merger” at page 58