| THE STOCK OFFERING AND PURCHASING SHARES Q. How many shares are being offered for sale and at what price? A. Gouverneur Bancorp, Inc. is offering for sale between 722,500 and 977,500 shares of common stock at $10.00 per share. No sales commission will be charged for purchasing shares in the stock offering. Q. Who is eligible to purchase stock in the stock offering? A. Pursuant to our plan of conversion, non-transferable rights to subscribe for shares of Gouverneur Bancorp, Inc. common stock in the Subscription Offering have been granted in the following descending order of priority to: Priority #1 — Depositors of Gouverneur Savings and Loan Association (as well as each depositor of the former Citizens Bank of Cape Vincent) with aggregate balances of at least $50 at the close of business on September 30, 2021; Priority #2 — Our tax-qualified employee benefit plans; Priority #3 — Depositors of Gouverneur Savings and Loan Association with aggregate balances of at least $50 at the close of business on June 30, 2023; and Priority #4 — Depositors of Gouverneur Savings and Loan Association at the close of business on July 31, 2023, and to borrowers of Gouverneur Savings and Loan Association as of March 23, 1999, whose borrowings remained outstanding at the close of business on July 31, 2023. Shares not subscribed for in the Subscription Offering may be offered for sale to the public in a Community Offering, with a preference given first to natural persons (including trusts of natural persons) residing in the New York counties of Jefferson, Lewis and St. Lawrence and then to Gouverneur Bancorp’s public stockholders at the close of business on July 31, 2023. Shares not sold in the Subscription and Community Offerings may be offered for sale to the general public in a Syndicated Community Offering. Q. I am eligible to subscribe for shares of common stock in the Subscription Offering but am not interested in investing. May I allow someone else to use my Stock Order Form to take advantage of my priority as an eligible account holder? A. No. Subscription rights are non-transferable! Only those eligible to subscribe in the Subscription Offering, as listed above, may purchase shares in the Subscription Offering. To preserve subscription rights, the shares may only be registered in the name(s) of eligible account holder(s). On occasion, unscrupulous people attempt to persuade account holders to transfer subscription rights, or to purchase shares in the stock offering based on an understanding that the shares will be subsequently transferred to others. Participation in such schemes is against the law and may subject involved parties to prosecution. If you become aware of any such activities, please notify our Stock Information Center promptly so that we can take the necessary steps to protect our eligible account holders’ subscription rights in the stock offering. Q. How may I order shares in the Subscription Offering and any Community Offering? A. Shares can be ordered by completing an original Stock Order Form and returning it, with full payment, so that it is received (not postmarked) before the offering deadline. You may submit your Stock Order Form by paying for overnight delivery to the address listed on the Stock Order Form, by mail using the Stock Order Reply Envelope provided, or by hand-delivery to Gouverneur Savings and Loan Association’s main office, located at 42 Church Street, Gouverneur, New York. Hand-delivered stock order forms will be accepted only at this location. We will not accept stock order forms at any other office. Please do not mail Stock Order Forms to Gouverneur Savings and Loan Association’s offices. Q. What is the deadline for ordering shares? A. To order shares in the Subscription Offering and any Community Offering, you must deliver a properly completed, signed original Stock Order Form, with full payment, so that it is received (not postmarked) before 2:00 p.m., Eastern time, on September 20, 2023. Acceptable methods for delivery of Stock Order Forms are described above. Q. How may I pay for the shares? A. Payment for shares can be remitted in two ways: (1) By personal check, bank check or money order, made payable directly to Gouverneur Bancorp, Inc. These will be deposited upon receipt. We cannot accept wires or third party checks. Gouverneur Savings and Loan Association line of credit checks may not be remitted for payment. Please do not mail cash! (2) By authorized withdrawal of funds from your Gouverneur Savings and Loan Association deposit account(s). The Stock Order Form section titled “Method of Payment — Deposit Account Withdrawal” allows you to list the account number(s) and amount(s) to be withdrawn. Funds designated for direct withdrawal must be in the account(s) at the time the Stock Order Form is received. You may not authorize direct withdrawal from accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Also, IRA or other retirement accounts held at Gouverneur Savings and Loan Association may not be listed for direct withdrawal. See information on retirement accounts below. Q. Will I earn interest on my funds? A. Yes. If you pay by personal check, bank check or money order, you will earn interest at ____% per annum, from the date payment is processed until the completion of the conversion and stock offering. At that time, you will be issued a check for interest earned on these funds. If you pay for shares by authorizing a direct withdrawal from your Gouverneur Savings and Loan Association deposit account(s), your funds will continue to earn interest within the account, at the contractual rate. The interest will remain in your account(s) when the designated withdrawal is made, upon completion of the conversion and stock offering. Q. Are there limits to how many shares I can order? A. Yes. The minimum order is 25 shares ($250). The maximum number of shares that may be purchased by an individual or individuals acting through a single qualifying account held jointly is 5.0% of the shares of common stock sold in the offering (36,125 and 48,875 shares at the minimum and maximum of the offering range, respectively). Additionally, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 5.0% of the shares of common stock sold in all categories of the offerings combined. More detail on purchase limits, including the definition of “associate” and “acting in concert,” can be found in the Prospectus section entitled “The Conversion and Stock Offering — Additional Limitations on Common Stock Purchases.” |