Dividend reinvestment plan

Dear Shareholder:

General Mills is pleased to make the Automatic Dividend Reinvestment Plan described below available to you. It is a convenient way for you to acquire additional General Mills stock through reinvestment of all or a designated portion of your dividends and through optional cash payments. Participation in the Plan is completely voluntary, and you may join or withdraw at any time.

Please read this brochure very carefully. You will find an authorization card and reply envelope enclosed for your convenience. If you wish to enroll in the Plan, return the authorization card. If you do not return the authorization card, you will continue to receive your dividends as you have in the past.

Sincerely,

Ken Powell
Chairman of the Board and Chief Executive Officer

What is the Automatic Dividend Reinvestment Plan?
The Automatic Dividend Reinvestment Plan is a way for you, as a shareholder, to increase your holdings in General Mills by reinvesting all or a designated portion of your dividends to purchase additional shares. The Plan also enables you to add to your holdings by making optional cash investments.

Who can participate?
All General Mills shareholders of record may participate in the Plan.

What does it cost?
Participating shareholders pay no up-front fees in connection with stock purchases. Service charges are paid by General Mills as long as you are enrolled in the Plan. Brokerage commissions paid on share purchases will be treated as income to you on your Form 1099 for each calendar year.

What are the benefits?

  • Simple way to increase ownership of General Mills common stock on a regular basis.
  • Regular and convenient reinvestment of General Mills dividends.
  • Complete reinvestment of dividends since both full and fractional shares are credited to the shareholder’s account.
  • Simplified record keeping by means of a statement mailed to participants after each quarterly investment, plus a year-end statement.
  • Voluntary participation and withdrawal at any time.
  • Stock certificates may be deposited with the stock transfer agent, Wells Fargo Bank, N. A., which we refer to as “Wells Fargo” or the “Agent,” for safekeeping.

How does dividend reinvestment work?
Dividends on the General Mills shares registered in your name will be deposited by General Mills with Wells Fargo Shareowner Services, a division of Wells Fargo, and reinvested in accordance with one of the following instructions on the authorization card:

A. Full Dividend Reinvestment – All cash dividends on shares registered in your name on the records of General Mills, including all cash dividends on all “Plan shares,” which are shares purchased from your previously reinvested dividends or your optional cash contributions and credited to your account under the Plan, will be used to purchase additional shares. These additional shares will become Plan shares credited to your account under the Plan. If you elect Full Dividend Reinvestment, you will not receive cash dividends from General Mills. The dividends will be reinvested.

B. Partial Dividend Reinvestment – Cash dividends on a specified number of the shares registered in your name on the records of General Mills will be used to purchase additional shares. Cash dividends on the remaining shares registered in your name on the records of General Mills will be paid in cash. All cash dividends on all Plan shares will be used to purchase additional shares. These additional shares will become Plan shares credited to your account under the Plan.

C. Optional Cash Contributions Only – All cash dividends on shares registered in your name on the records of General Mills will be paid in cash. All cash dividends on all Plan shares will be used to purchase additional shares. These additional shares will become Plan shares credited to your account under the Plan.

You may send in optional cash for reinvestment with all three of the above options.

Wells Fargo, acting as your purchasing agent, combines your dividends with those of other participants to purchase additional shares of General Mills common stock at the then-prevailing market price. Your dividends, regardless of size, are fully invested. The Agent credits you with the full and fractional shares computed to three decimal places.

Certificate Deposit and Conversion to Book-Entry

As a participant in the Plan, you may also send in your stock certificate(s) to the Agent for credit to your account under the Plan. There is no charge for depositing stock certificates for credit to your account under the Plan. These shares will be held as Plan shares.

Whether or not you participate in the Plan, you may convert your stock certificate(s) into book-entry shares by sending the stock certificates to the Agent with a request to deposit them into a direct registration account. There is no cost to you for converting your stock certificate(s) to book-entry shares. For specific instructions, please contact the Agent.

Because you bear the risk of loss in sending stock certificates, it is recommended that you use registered mail, insuring your certificates for 2% of their current market value. Certificates should not be endorsed.

What about the purchase of additional shares through optional cash investments?
You may invest cash amounts in multiples of $10 (up to a maximum of $3,000 per dividend quarter) by sending a check in United States funds made payable to Wells Fargo. Your check in United States funds may be sent to Wells Fargo with the signed authorization card or the bottom portion of your Dividend Reinvestment Plan statement. Through an automatic withdrawal feature, you may elect to invest additional funds in General Mills common stock through optional cash contributions, paid by electronic funds transfer and withdrawn automatically from your designated bank account. The minimum withdrawal is $10, up to a maximum of $3,000 per dividend quarter. To participate, complete and sign an Automatic Cash Withdrawal and Investment Card and return it to Wells Fargo. These cards are available upon request from Wells Fargo. Once the automatic monthly withdrawal option is initiated, funds will be drawn from your designated bank account on or about five business days preceding the next investment date of each month and will be invested in General Mills common stock beginning on the investment date. Cards will be processed and will become effective as promptly as practicable. You may change the designated account for automatic deduction by writing to Wells Fargo. You may telephone or write Wells Fargo to discontinue this feature. To be effective with respect to a particular investment date, your change or termination request must be received by Wells Fargo at least 15 business days prior to the investment.

The Agent will combine the cash investments made by all Plan participants. If the aggregate funds are sufficient to purchase at least a 100-share lot, the Agent will buy General Mills shares at monthly intervals (except where deferral is necessary to comply with federal securities laws). Cash investments received within 30 days before the date a dividend is paid are combined with the dividend payment in making share purchases. Cash investments can be made at any time but will not bear interest between the time they are received and when they are invested in additional stock. These cash payments must be received one business day prior to the day they are to be invested, which is usually the first business day of every month. Cash investments will be returned to you at your request, provided written notice is received by the Agent at least 2 business days before the funds are invested.

If any optional cash contribution, including payments by check or automatic withdrawal, is returned for any reason, Wells Fargo Bank, N.A. will remove from the participant’s account any shares purchased upon prior credit of such funds, and will sell these shares. Wells Fargo Bank, N.A. may sell other shares in the participant’s account to recover a $25.00 returned funds fee for each optional cash contribution returned unpaid for any reason and may sell additional shares as necessary to cover any market loss incurred by Wells Fargo Bank, N.A.

How do I keep track of my account?
After each dividend payment by General Mills (and at calendar year-end), you will receive a statement from the Agent showing the amount of cash dividends received, additional cash investments, shares purchased, brokerage commissions incurred and total shares held in your account. The Agent holds the shares purchased for you until termination of your participation in the Plan. This provides protection against loss, theft or inadvertent destruction of stock certificates. Certificates for full shares held for you by the Agent will be issued to you upon written request. Because your dividends and brokerage commissions on purchases are subject to income tax, the Agent will mail you a year-end statement showing dividends received and brokerage commissions paid in your account during the year.

What about voting rights?
The proxies you receive will indicate the number of shares registered in your name plus the number of full and fractional shares purchased through and held in the Plan for your account. When you return the proxy, all shares, including the full and fractional shares purchased through the Plan, will be voted in accordance with your instructions.

How do I join?
To join the Plan, you must have a minimum of one share of General Mills common stock registered in your name, and you must sign the enclosed authorization card and return it in the postage-paid envelope. Be sure to sign your name exactly as it appears on your Wells Fargo shareholder account record. Receipt of the card enrolls you in the Plan as of the next dividend record date and authorizes Wells Fargo, acting as your agent, to use your designated cash dividends and any additional cash investments to purchase shares of General Mills common stock for you. The terms and conditions of the Plan are included in this brochure. Therefore, you should read this information carefully.

What if I decide to stop participating?
You may terminate participation at any time by telephoning or sending written notice by mail or via facsimile to the Agent. Termination ordinarily will become effective immediately. If your request to terminate from the Plan is received on or after a dividend record date, but before the dividend payment date, your termination will be processed as soon as practicable, and a separate dividend check will be mailed to you. Future dividends will be paid in cash, unless you rejoin the Plan. Upon termination, stock certificates for full shares will be issued in your name, or if you desire, the full shares held for your account may be sold and you will receive the proceeds, less applicable brokerage commission and any applicable service charge. Any fractional shares at the time of termination will be liquidated at the then-prevailing price, and you will receive a check for the net proceeds.

Selling participants should be aware that the share price of General Mills common stock may fall or rise during the period between a request for sale, its receipt by Wells Fargo and the ultimate sale in the open market. You should evaluate these possibilities while deciding whether and when to sell any shares through the Plan. The price risk will be borne solely by you.

Whom do I contact about the plan? Plan Enrollment and Transaction Requests should be mailed to:
Wells Fargo Shareowner Services
P. O. Box 64856
St. Paul, MN 55164-0856

Certified/Overnight Mail:
Wells Fargo Shareowner Services
161 North Concord Exchange
South St. Paul, MN 55075-1139

General Information:
Tel: 1-800-670-4763
Tel: 1-651-450-4064 (outside the United States)

An automated voice response system is available 24 hours a day, 7 days a week. Customer Service Representatives are available from 7:00 a.m. to 7:00 p.m., Central Standard Time, Monday through Friday.

Fax: 1-651-450-4085

Internet:
General Inquiries: www.wellsfargo.com/
shareownerservices
Account Information: www.shareowneronline.com

Terms and conditions of Authorization for Automatic Dividend Reinvestment Plan

1. General Mills, Inc. will pay to Wells Fargo Shareowner Services (the Agent) all or a designated portion of your cash dividends on the common shares held by each shareholder who elects to participate (the Participant) in the Automatic Dividend Reinvestment Plan (the Plan). General Mills will also pay to the Agent all cash dividends on any common shares or fractions of one share held by the Agent for the account of the Participant. As agent for the Participant, the Agent will apply all dividends and cash investments or a combination of both to the purchase of additional shares of General Mills common stock for the Participant’s account. Such purchases may be made on any securities exchange where such shares are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Agent may determine, subject to any restrictions imposed by federal securities laws.

2.In making purchases for the Participant’s account, the Agent may commingle the Participant’s funds with those of other Participants. In the case of each purchase, the price at which the Agent shall be deemed to have acquired shares for the Participant’s account shall be the weighted average price of all shares purchased by it, as Agent for Participants in the Plan, with their aggregate funds as specified in Paragraph 1 used for such purchase. The Agent may hold the shares of all Participants together in its name or in the name of its nominees. The Agent shall have no responsibility as to the value of the General Mills common stock acquired for the Participant’s account. Dividends will be invested by the Agent no later than 30 days after receipt, and cash investments will be invested at monthly intervals provided the aggregate funds are sufficient to purchase at least 100 shares, except where deferral is necessary to comply with Regulation M under the Securities Exchange Act of 1934 or other applicable provisions of the federal securities laws. It is understood that the maximum cash contribution of any Participant is limited to $3,000 per dividend quarter. It is further understood that the Agent shall have no liability in connection with any inability to purchase shares or the timing of any purchases. Participants’ funds held by the Agent will not bear interest. A participant may withdraw the entire cash investment by written notice received by the Agent not less than 2 business days before such amount is to be invested.

3. The Participant may make cash investments in multiples of $10, up to a maximum of $3,000 per dividend quarter. Cash investments must be accompanied by a signed authorization card or the transaction request form supplied by the Agent, directing the Agent to invest such contributions under the Plan.

4. Participating shareholders pay no service charges in connection with the share purchases made under the Plan. Brokerage commissions on share purchases are paid by General Mills and included as income in each Participant’s Form 1099. Fees associated with the sale of General Mills stock made in conjunction with withdrawal from the Plan are paid by the shareholder. (See Paragraph 14.)

5. Certificates will not be issued to a Participant for shares in the Participant’s account unless a request is made to the Agent in writing, or until the account is terminated. Such requests shall be handled by the Agent without charge to the Participant. No certificate for a fractional share will be issued, but dividends on a fractional interest in a share will be credited to the Participant’s account.

6. It is understood that the reinvestment of dividends and the payment by General Mills of brokerage commissions does not relieve the Participant of any income tax that may be payable on such dividends and brokerage commissions. The Agent will report to each Participant the amount of dividends and brokerage commissions credited to the account and will send information copies to federal and state income tax agencies.

7. Each Participant will receive a proxy that indicates the number of shares registered in the Participant’s name and the full and fractional shares held in the Plan for the Participant’s account. The full and fractional shares held in the Plan will be voted in accordance with instructions indicated by the Participant on the proxy card. In the event a Participant does not direct the voting of shares by proxy, the shares credited to the dividend reinvestment account will not be voted.

8. The Agent may terminate the account at any time by notice in writing mailed to the Participant. A Participant may terminate the account at any time by writing to the Agent. If your request to terminate from the Plan is received on or after a dividend record date, but before the dividend payment date, your termination will be processed as soon as practicable, and a separate dividend check will be mailed to you. Future dividends will be paid in cash, unless you rejoin the Plan. A Participant in the request for termination may elect to receive either stock, cash or a combination for all the full shares in the account. If cash is elected, the Agent will sell such shares at the then-current market value, and the Agent will send the net proceeds after deducting brokerage commissions and any applicable service charge. If no election is made in the request for termination, physical stock certificates will be issued for all full shares. In either case, the Participant will receive cash, less applicable brokerage commission and any applicable service charge, at the then-current market value in lieu of any fractional interest in a share.

9. If submitting a transaction request form to sell all or part of your Plan shares, and you are requesting net proceeds to be automatically deposited to a bank checking or savings account, you must provide a voided blank check or blank savings deposit slip, as appropriate. If you are unable to provide a voided check or deposit slip, your written request must have your signature(s) medallion guaranteed for direct deposit. Requests for automatic deposit of sale proceeds that do not provide the required documentation will be ignored and a check for the net proceeds will be issued. Selling participants should be aware that the share price of General Mills common stock may fall or rise during the period between a request for sale, its receipt by Wells Fargo Shareowner Services, and the ultimate sale in the open market. You should evaluate these possibilities while deciding whether and when to sell any shares through the Plan. The price risk will be borne solely by you. If you request to transfer all shares in your Plan account between a dividend record date and payable date, your transfer request will be processed; however, your Plan account will not be terminated. You may receive additional dividend reinvestment shares which will require you to submit a written request to transfer the additional shares. It is understood that any stock dividends or stock splits distributed by General Mills on shares held by the Agent for the Participant will be credited to the Participant’s account. If a Participant sends notice of termination or a request to sell to Wells Fargo Shareowner Services between the record date and payable date for a stock distribution, the request will not be processed until the stock distribution is credited to the Participant’s account. In the event that General Mills makes available to its shareholders rights to purchase additional shares or other securities, the Agent will sell such rights accruing to shares held by the Agent for the Participant and will combine the resultant funds with the next regular dividend for reinvestment at that time. If a Participant desires to exercise these rights, the Participant should request that certificates be issued for full shares in the account as provided in Paragraph 5.

10. General Mills, with the consent of the Agent, may amend or terminate the Plan at any time, provided that no amendment may impair the then-existing rights of any Participant in such person’s account. At the direction of General Mills, the Plan administrator can terminate your participation in the Plan if you do not own at least one full share in your name or held through the Plan. No amendment that would materially diminish the rights of Participants under the Plan may become effective until 30 days after a notice describing such amendment has been mailed to each Participant.

11. The Agent and its nominee shall have no responsibility beyond the exercise of ordinary care for any action taken or omitted pursuant to the Plan, nor shall they have any duties, responsibilities or liabilities except such as are expressly set forth herein.

12. The Agent shall not be liable hereunder for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims of liability (a) arising out of failure to terminate the Participant’s account upon such Participant’s death prior to receipt of notice in writing of such death and (b) with respect to the prices at which shares are purchased or sold for the Participant’s account, the times such purchases or sales are made and for fluctuations in the value of the stock subsequent to purchases or sales.

13. The terms and conditions of the Plan and the authorization card shall be governed by the laws of the state of Minnesota.

14. Fee Disclosure Table Transaction or Plan Service Fees

Certificate Deposit, Certificate Issuance
and Commission & fee: Company paid

Sale Fees: Shareholder paid
Service fee: $10.00 per transaction
Sale commission: $0.05 per share

Fee for Returned Checks or Rejected Automatic Bank Withdrawals: $25.00 per item

Prior Year Duplicate Plan Statements: $15.00 per year

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