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Dividends

On January 21, 2014, the Board of Directors declared a cash dividend for the quarter ended December 31, 2013 of $0.175 per share. The dividend, which reflected an annual cash dividend rate of $0.70 cents per share, was unchanged from the dividend declared during the previous quarter. The dividend was payable to stockholders of record as of February 14, 2014, and was paid on February 28, 2014. Historically, Greene County Bancorp, MHC has waived its right to receive dividends declared on its shares of the Company’s common stock. As a result of the Dodd-Frank Act, the Federal Reserve Board adopted interim final regulations that imposed significant conditions and restrictions on the ability of mutual holding companies to waive the receipt of dividends from their subsidiaries. Consequently, the MHC could not waive its right to receive dividends for the quarters ended September 30, 2012 and December 31, 2012. The Federal Reserve Board requires that the MHC obtain approval of its members and receive the non-objection of the Federal Reserve Board to continue to waive dividends for the twelve months subsequent to the approval. The approval to waive the dividend was obtained from the members of the MHC at the special meeting of members held on February 19, 2013, and the non-objection of the Federal Reserve Board for such dividend waiver was also received. Accordingly, dividends were waived to Greene County Bancorp, MHC on all subsequent declaration dates through February 19, 2014.

A special meeting of members of the MHC was held on February 18, 2014 to vote on a proposal for the MHC to continue to waive its right to receive annual dividends declared by Greene County Bancorp, Inc. for the 12 months subsequent to the approval of this proposal. This proposal was approved at the special meeting, and the MHC has received the Federal Reserve Board’s non-objection to the dividend waiver through February 18, 2015. Greene County Bancorp, MHC’s ability to waive dividends beyond this date cannot be reasonably determined at this time.