GIS General Mills Inc

DESCRIPTION OF THE PLAN

PURPOSES

The Plan provides participants with a convenient and economical method of systematically increasing their ownership interest in General Mills through purchases of Common Stock and the reinvestment of cash dividends in additional shares of Common Stock. General Mills may use the Plan to raise capital for general corporate purposes through the sale to participants of treasury or new issue Common Stock.

FEATURES

The Plan has the following features:

CONSIDERATIONS

You should consider the following prior to participating in the Plan:

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ADMINISTRATION

As of the date of this prospectus, administration of the Plan is handled by Wells Fargo Shareowner Services, a division of Wells Fargo Bank, N.A. (the “Plan Administrator”). The Plan Administrator is responsible for the clerical and ministerial administration of the Plan, including receiving initial and optional cash investments of participants, forwarding funds received from or on behalf of participants to a registered broker for purchases of Common Stock, issuing statements to participants of their Plan account activities and performing certain other administrative duties related to the Plan.

Contact Information

Internet

shareowneronline.com

Available 24 hours a day, 7 days a week for access to account information and answers to many common questions and general inquiries.

To enroll in the Plan:

If you are an existing registered stockholder:

1. Go to shareowneronline.com

2. Select “Sign Up Now!”

3. Enter your Authentication ID* and Account Number

*If you do not have your Authentication ID, select “I do not have my Authentication ID.” For security, this number is required for first time sign on.

If you are a new investor:

1. Go to shareowneronline.com

2. Under “Invest in a Plan,” select “Direct Purchase Plan”

3. Select “General Mills, Inc.”

4. Under “New Investors,” select “Invest Now”

5. Follow instructions on “Buy Shares”

Email

Go to shareowneronline.com and select “Contact Us.”

Telephone

(800) 670-4763 Toll-Free

+1 (651) 450-4064 outside the United States

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Shareowner Relations Specialists are available Monday through Friday, from 7:00 a.m. to 7:00 p.m. Central Time.

You may also access your account information 24 hours a day, 7 days a week using our automated voice response system.

Written correspondence

Wells Fargo Shareowner Services

P.O. Box 64856

St. Paul, MN 55164-0856

Registered, certified and overnight delivery and deposit of certificated shares**

Wells Fargo Shareowner Services

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55120-4100

**If sending in a certificate for deposit, see “Share Safekeeping.”

The Plan Administrator is responsible for purchasing and selling shares of Common Stock for your Plan account, including the selection of any broker through which Plan purchases and sales are made. General Mills has no control over the times or prices at which the Plan Administrator effects transactions or the selection of any broker used by the Plan Administrator.

AUTOMATED REQUESTS

ONLINE . You may establish automated privileges for your Plan account, enabling you to execute the following Plan orders online:

Certain restrictions may apply.

After you have successfully signed up, you will be able to access your account immediately. You will also receive written confirmation to your mailing address on file that your account has been activated for online access.

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TELEPHONE . You may establish automated privileges for your Plan account, enabling you to execute the following Plan orders by telephone:

Certain restrictions may apply.

FORMS

ACCOUNT AUTHORIZATION FORM . An Account Authorization Form is used to enroll in the Plan and for stockholders to change automatic cash withdrawal and investment dollar amounts, automated privileges and direct deposit of dividends. An Account Authorization Form can be obtained from the Plan Administrator upon request, or you can enroll online at shareowneronline.com.

TRANSACTION REQUEST FORM . A Transaction Request Form is used to make optional cash investments, sell Plan shares, deposit physical certificate shares with the Plan Administrator, discontinue or change automatic cash withdrawal and investment dollar amounts, and terminate participation in the Plan. A Transaction Request Form is attached to each account statement mailed to participants.

Additional Account Authorization Forms and Transaction Request Forms can be obtained from the Plan Administrator upon request.

ELIGIBILITY

Any person or entity, whether or not currently a registered holder of Common Stock, may participate in the Plan by enrolling in accordance with the procedures (see “Enrollment and Participation”). General Mills reserves the right to deny, modify, suspend or terminate participation by any person or entity (see “Other Information – Denial or Termination of Participation by General Mills”).

We encourage you to access your account information online at shareowneronline.com to perform transactions. Accounts that are registered in the name of an investment club, corporation or partnership will not be allowed online access. Please note that additional access restrictions may apply.

Note: Regulations in certain countries may limit or prohibit participation in this type of Plan. Accordingly, persons residing outside the United States who wish to participate in the Plan should first determine whether they are subject to any governmental regulation prohibiting their participation.

ENROLLMENT AND PARTICIPATION

You may enroll in the Plan at any time by going online (see “Automated Requests – Online”) or by completing the Account Authorization Form and returning it to the Plan Administrator at the address set forth on the form.

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STOCKHOLDERS . If you are a registered holder of Common Stock, you may go online at shareowneronline.com (see “Automated Requests – Online”) or complete an Account Authorization Form to participate in the Plan. If you are a beneficial owner of Common Stock whose only shares are held in the name of a bank, broker or other nominee, you must either (a) arrange for the bank, broker or nominee to register in your name the number of shares of Common Stock that you want to participate in the Plan and then go online or complete an Account Authorization Form to enroll in the Plan or (b) go online or complete an Account Authorization Form and become a stockholder of record by enrolling in the Plan in the same manner as a non-stockholder.

NON-STOCKHOLDERS . If you are not a registered owner of Common Stock, you may go online at shareowneronline.com (see “Automated Requests – Online”) or complete an Account Authorization Form and pay a one-time enrollment fee of $15 (see “Brokerage Commissions, Service Fees and Other Costs – Investment Summary and Fees”). You must also make an initial cash investment of at least $250. The initial cash investment will be waived if you authorize at least five automatic cash investments of at least $50. You need only include a check in the amount of the initial cash investment in United States dollars and drawn on a United States or Canadian financial institution (or authorization for automatic cash investment) plus the enrollment fee. If you enroll online, your enrollment fee and initial cash investment or automatic cash investment funds will be automatically debited from your bank account and you need not send any check. A maximum of $250,000 may be invested in the Plan through optional cash investments during any calendar year.

DIVIDEND REINVESTMENT

As described below, by participating in the Plan, you may have the cash dividends paid on all or a percentage of your shares of Common Stock automatically reinvested in Common Stock on the dividend payment date. The payment of dividends on common stock is at the discretion of General Mills’ Board of Directors. General Mills’ Board of Directors has the right to stop paying or to change the amount of dividends at any time.

REINVESTMENT OPTIONS

You may change your reinvestment option at any time by going online at shareowneronline.com (see “Automated Requests – Online”), calling (see “Automated Requests – Telephone”) or sending written notice to the Plan Administrator. If you do not select an option, the Plan Administrator will default your choice to full reinvestment. Notices received on or before a dividend record date will be effective for that dividend. Notices received after a dividend record date will not be effective until after that dividend has been paid.

FULL DIVIDEND REINVESTMENT . If you elect this option online, by calling or on your Account Authorization Form, all cash dividends payable on shares held in the Plan, along with any shares held in physical certificate form or through book-entry Direct Registration Shares (“DRS”), will be used to purchase additional shares. The participant will not receive cash dividends from the Company; instead, all dividends will be reinvested. Whole and fractional shares will be credited to the Plan account.

PARTIAL DIVIDEND REINVESTMENT . If you elect this option online, by calling or on your Account Authorization Form, a participant may elect to reinvest a portion of the dividend and receive the remainder in cash. The percentage elected will be applied to the total shares held in the Plan, along with any shares held in physical certificate form or held through book-entry DRS. A participant may elect percentages from 10% to 90%,

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in increments of 10%. The cash portion of dividends will be sent by check unless the participant has elected to have those dividends deposited directly to a designated financial institution.

An example of partial reinvestment by percentage: A participant has a total of 150 shares; 120 shares are held in the Plan, 15 in physical certificate form and 15 shares in book-entry DRS. The participant chooses to have 50% of the total dividend reinvested. This will equate to 75 shares having dividends reinvested and 75 shares having dividends paid in cash. Shares that are held in the Plan will have dividends reinvested before any shares held in physical certificate form or held through book-entry DRS.

CASH PAYMENTS ONLY . If you elect this option online, by calling or on your Account Authorization Form, all dividends payable to the participant will be paid in cash. This includes the dividend payable on all shares held in the Plan, in physical certificate form and through book-entry DRS. The participant’s dividend payment will be sent by check unless the participant has elected to have those dividends deposited directly to a designated financial institution.

DIRECT DEPOSIT OF DIVIDENDS . You can have your unreinvested cash dividends transferred directly to your bank for deposit. For electronic direct deposit of dividend funds, contact the Plan Administrator to request a Direct Deposit of Dividends Authorization Form, and complete and return the form to the Plan Administrator. Be sure to include a voided check for checking accounts or savings deposit slip for savings accounts. If your stock is jointly owned, all owners must sign the form.

DIVIDEND PAYMENT DATES

Dividends on Common Stock have historically been paid on the first day of February, May, August and November, and the tenth day of January, April, July and October, respectively, have generally been the record dates for the payment of such dividends.

CASH INVESTMENTS

See “Brokerage Commissions, Service Fees and Other Costs – Investment Summary and Fees” for any fees that may apply. You are under no obligation to make additional cash investments after the initial cash investment.

INITIAL CASH INVESTMENT . If you are not a registered owner of Common Stock, you must include an initial cash investment of at least $250 with your completed Account Authorization Form or authorize at least five automatic cash investments of at least $50. For automatic cash investments, your first investment of at least $50 must be made by check. In either case, you must also pay a one-time enrollment fee of $15 (see “Brokerage Commissions, Service Fees and Other Costs – Investment Summary and Fees” and “Enrollment and Participation”). If you enroll online, your enrollment fee and initial cash investment or automatic cash investment funds will be automatically debited from your bank account and you need not send any check. If you are already a stockholder of record, no initial investment or enrollment fee is required.

OPTIONAL CASH INVESTMENTS . You may make optional cash investments at any time by personal check, along with a Transaction Request Form from one of your Account Statements, or by automatic cash withdrawals from a United States or Canadian financial institution. You may vary optional cash investments from a minimum of $50 per investment up to a maximum of $250,000 per calendar year. Initial cash investments are included in the month in which they are made for purposes of determining whether the $250,000 maximum has been reached.

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CHECK. Optional cash investments made by check must be accompanied by a completed Transaction Request Form and received by the Plan Administrator no later than one business day prior to an investment date for an initial cash investment and optional cash investments; otherwise, optional cash investments are held by the Plan Administrator for investment on the next investment date. Optional cash investments made by check must be payable to “Shareowner Services” in United States dollars. Cash, money orders, traveler’s checks and third party checks are not accepted.

AUTOMATIC CASH WITHDRAWAL AND INVESTMENT . A participant may set up a one-time, semi-monthly or monthly automatic withdrawal from a designated bank account. The request may be submitted online, by telephone or by mailing an Account Authorization Form. Requests are processed and become effective as promptly as administratively possible. Once the automatic withdrawal is initiated, funds will be debited from the participant’s designated bank account on or about the 9th and/or the 25th of each month and will be invested in Common Stock within five trading days. Changes or a discontinuation of automatic withdrawals can be made online, by telephone or by using the Transaction Request Form attached to the participant’s statement. To be effective with respect to a particular investment date, a change request must be received by the Plan Administrator at least 15 trading days prior to the investment date. Participants do not receive any confirmation of the transfer of funds other than as reflected in their Plan account statements and in their bank account statements. The minimum withdrawal amount is $50 and the maximum aggregate optional cash investment, including an initial investment, during any calendar year is $250,000.

To authorize automatic cash withdrawals, go online or complete and sign the Bank Authorization Agreement section of the Account Authorization Form and return it to the Plan Administrator together with a voided blank check for checking accounts or a deposit slip for savings accounts from which funds are to be transferred.

A participant may obtain the return of any cash investment upon request received by the Plan Administrator on or before the second business day prior to the date on which it is to be invested. See “Investment Dates – Optional Cash Investments.”

NO INTEREST IS PAID ON FUNDS HELD BY THE PLAN ADMINISTRATOR PENDING THEIR INVESTMENT IN COMMON STOCK. ALL OPTIONAL CASH INVESTMENTS, INCLUDING THE INITIAL CASH INVESTMENT, ARE SUBJECT TO THE COLLECTION BY THE PLAN ADMINISTRATOR OF FULL FACE VALUE IN UNITED STATES DOLLARS.

During the period that an optional cash investment is pending, the collected funds in the possession of the Plan Administrator may be invested in certain Permitted Investments. For purposes of this Plan, “Permitted Investments” shall mean uninvested or invested in select Wells Fargo deposit products. The risk of any loss from such Permitted Investments shall be the responsibility of the Plan Administrator. Investment income from such Permitted Investments shall be retained by the Plan Administrator.

If any optional cash contribution, including payments by check or automatic withdrawal, is returned for any reason, the Plan Administrator will remove from the participant’s account any shares purchased upon prior credit of such funds, and will sell these shares. The Plan Administrator may sell other shares in the account to recover the returned funds fee (see “Brokerage Commissions, Service Fees and Other Costs – Investment Summary and Fees”) for each optional cash contribution returned unpaid for any reason and may sell additional shares as necessary to cover any market loss incurred by the Plan Administrator.

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SOURCE OF SHARES . Shares purchased by participants under the Plan are treasury or new issue Common Stock that General Mills has registered under the Securities Act of 1933, as amended, or Common Stock purchased by the Plan Administrator in the open market or in negotiated transactions. The Plan Administrator purchases shares in the open market or in negotiated transactions as soon as administratively possible (but in no event more than five trading days) after the applicable investment date, subject to any waiting periods required under applicable securities laws or stock exchange regulations. General Mills determines the source or sources of shares used to fulfill Plan requirements and, subject to certain regulatory restrictions on the frequency with which it can change its determination, may change such determination from time to time without notice to Plan participants. General Mills expects that generally all Plan purchases will be effected in open market transactions. The Plan Administrator will furnish the name of the registered broker utilized in share transactions within a reasonable time upon written request from the participant.

PRICE OF SHARES . The price per share of treasury or new issue Common Stock is the average of the high and low sale prices of the Common Stock (as reported on the New York Stock Exchange Composite Tape) on the applicable investment date or, if the New York Stock Exchange is closed on the investment date, on the next business day the New York Stock Exchange is open. The price of shares purchased in the open market or in negotiated transactions is the weighted average price at which the shares are actually purchased for the applicable investment date. The Plan Administrator may, in its discretion, commingle participants’ funds for the purpose of purchasing shares. Because the prices at which shares are purchased under the Plan are determined as of specified dates or as of dates otherwise beyond the control of participants, participants may lose any advantage otherwise available from being able to select the timing of their investment. Participants’ accounts will be credited with the number of full and fractional shares purchased, computed to three decimal places.

INVESTMENT DATES

DIVIDEND REINVESTMENT . Cash dividends are reinvested on the applicable dividend payment date or, if the dividend payment date is not a business day, the business day next following the dividend payment date. If a participant’s Account Authorization Form is received by the Plan Administrator on or before the record date for a particular dividend, dividend reinvestment will begin with respect to dividends paid on the next dividend payment date. If the Account Authorization Form is received by the Plan Administrator after the record date, dividend reinvestment will not begin until the dividend payment date following the next record date.

OPTIONAL CASH INVESTMENTS . Any initial, recurring or one-time optional cash investment will be invested generally within five trading days, except where postponement (not to exceed 35 trading days) is necessary to comply with Regulation M under the Securities Exchange Act of 1934 or other applicable provisions of securities law. In making purchases for the participant’s account, the Plan Administrator may commingle the participant’s funds with those of other participants of the Plan. Purchases may be subject to certain fees (see “Brokerage Commissions, Service Fees and Other Costs – Investment Summary and Fees”).

BROKERAGE COMMISSIONS, SERVICE FEES AND OTHER COSTS

BROKERAGE COMMISSIONS . Brokerage commissions payable with respect to Plan purchases are paid by General Mills. Brokerage commissions payable with respect to Plan sales are deducted from the proceeds payable to participants.

SERVICE FEES . Dividend reinvestment and optional cash investment service fees are paid by General Mills. Participants pay a service fee in connection with sales of Plan shares. The service fee is in addition to brokerage commissions and is deducted from the proceeds payable to the selling participant.

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COMMISSIONS AND FEES SUBJECT TO CHANGE . General Mills may change from time to time the amount of commissions and fees charged participants upon 30 days’ prior notice to participants.

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ACCOUNT STATEMENTS

Following each purchase or other transaction involving your account, you will be furnished with a statement that includes:

These statements contain information that is required for tax reporting purposes. Therefore, it is imperative that you keep the statements until Plan shares have been disposed of and all tax obligations have been met. If this information is lost, a written request stating the information required may be sent to the Plan Administrator at the address contained in this prospectus. A fee for past account information may be charged (see “Brokerage Commissions, Service Fees and Other Costs – Investment Summary and Fees”).

DIRECT REGISTRATION

General Mills is a participant in the Direct Registration System (“DRS”). DRS is a method of recording shares of stock in book-entry form. Book-entry means that your shares are registered in your name on the books of the Company without the need for physical certificates and are held separately from any Plan shares you may own. Shares held in book-entry have all the traditional rights and privileges of shares held in certificate form. With DRS, stockholders can:

HOW TO BEGIN. Any future share transactions will be issued in book-entry form rather than physical certificates unless you specify otherwise. You may convert any stock certificate(s) you are currently holding into book-entry form. Send the stock certificate(s) to the Plan Administrator with a request to deposit them to your DRS account. There is no cost to you for this custodial service and by doing so you will be relieved of the responsibility for loss or theft of your certificate(s).

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General Mills strongly recommends that you use registered or certified mail to mail your certificates to the Plan Administrator, insuring the certificates for 3% of the current market value of the shares represented thereby. In any case, you bear the full risk of loss, regardless of the method used, in the event the certificates are lost. You should not endorse your certificates prior to mailing. (See “Share Safekeeping – Optional Mail Loss Insurance”).

ELECTRONIC SHARE MOVEMENT. You may choose to have a portion or all of your full book-entry (DRS) or Plan shares delivered directly to your broker by contacting your broker. When using your broker to facilitate a share movement, provide them with a copy of your DRS account statement.

S HARE CERTIFICATES

Plan purchases are credited to your account and shown on your account statement. You do not receive certificates for your Plan shares unless requested in writing. This protects against loss, theft or destruction of stock certificates and reduces General Mills’ administrative costs associated with the Plan. You may obtain certificates for some or all full Plan shares by submitting a written request to the Plan Administrator. Your request should specify the number of full Plan shares to be withdrawn from your account. Stock certificates will be issued and sent to the holder of record. Fractional shares are not issued under any conditions.

You may not pledge or grant a security interest in Plan shares unless certificates representing the shares have been issued by the Plan Administrator.

SHARE SAFEKEEPING

At any time beginning with enrollment in the Plan, you may deposit with the Plan Administrator physical certificates representing shares of Common Stock, whether or not the shares were acquired under the Plan, at no cost to you. To use this service, you must send your physical certificates to the Plan Administrator with a properly completed Transaction Request Form or Account Authorization Form. Shares represented by certificates deposited with the Plan Administrator are credited to your account and thereafter are treated as if acquired under the Plan. You are responsible for maintaining your own records of the cost basis of certificated shares deposited with the Plan Administrator.

General Mills strongly recommends that you use registered or certified mail to mail your certificates to the Plan Administrator, insuring the certificates for 3% of the current market value of the shares represented thereby. In any case, you bear the full risk of loss, regardless of the method used, in the event the certificates are lost. You should not endorse your certificates prior to mailing.

OPTIONAL MAIL LOSS INSURANCE . Please be advised that choosing registered, express or certified mail alone will not protect you should your certificates become lost or stolen.

The Plan Administrator can provide low-cost loss insurance for certificates being returned for conversion to book-entry form. Mail loss insurance covers the cost of the replacement surety bond only. Replacement transaction fees may also apply. To take advantage of the optional mail loss insurance, include a $10.00 check made payable to WFSS Surety Program along with your certificates and instructions.

To qualify for this service you must choose to use an accountable mail delivery service such as Federal Express, United Parcel Service, DHL, Express Mail, Purolator, TNT or United States Postal Service Registered Mail. Any one shipping package may not contain certificates exceeding a total value of $100,000.

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The value of certificate shares is based on the closing market price of the common stock on the trading day prior to the mail date. Claims related to lost certificates under this service must be made within 60 days of the mail date. This is specific coverage for the purpose of converting shares to book-entry form, and the surety is not intended to cover certificates being tendered for sale, certificate breakdown or exchange for other certificates.

SHARE TRANSFERS WITHIN PLAN

Plan shares also may be transferred to a Plan account of another person subject to compliance with any applicable laws. To do this, you must complete and sign a Stock Power Form and return it to the Plan Administrator. The signature of the transferring participant on the stock power must be medallion guaranteed by an eligible financial institution. Stock Power Forms can be obtained online at shareowneronline.com or from the Plan Administrator. If the person to whom the shares are transferred is not a participant in the Plan, the Plan Administrator will automatically open an account for the person and enroll him or her in the Plan.

GIFTS OR SHARE TRANSFERS OUTSIDE PLAN

You can give or transfer shares from your Plan account to anyone you choose by:

You may transfer shares of Common Stock to the accounts of existing Plan participants or establish a new account. If your investments or transfers are made to an existing account, dividends on the shares credited pursuant to such investments or transfers will be invested in accordance with the elections made by the existing account owner. New Plan participants may elect any of the Plan’s available dividend reinvestment options by completing an Account Authorization Form.

When authorizing a transfer of shares, you must send written instructions to the Plan Administrator and must have your signature on the letter of instruction medallion guaranteed by a financial institution participating in the Medallion Signature Guarantee program. A Medallion Signature Guarantee is a special guarantee for securities that may be obtained through a financial institution such as a broker, bank, savings and loan association, or credit union. The guarantee ensures that the individual requesting the transfer of securities is the owner of those securities. Most banks and brokers participate in the Medallion Signature Guarantee program.

If you need additional assistance regarding the transfer of your shares, please telephone the Plan Administrator. You also may find information and obtain forms on the Plan Administrator’s website at shareowneronline.com.

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SALE OF SHARES

You can sell your Plan shares at any time by submitting a request to sell through the mail. You may also submit a request to sell either online or by telephone. A check will be issued for your sale proceeds, unless you elect to receive the funds by direct deposit into your bank account.

Sales are usually made through a registered broker affiliated with the Plan Administrator, who will receive brokerage commissions. Typically, the shares are sold through the exchange on which the Common Stock is traded. Depending on the number of shares of Common Stock to be sold and current trading volume, sale transactions may be completed in multiple transactions and over the course of more than one day. All sales are subject to market conditions, system availability, restrictions and other factors. The actual sale date, time and price received for any shares sold through the Plan cannot be guaranteed.

Participants may instruct the Plan Administrator to sell shares under the Plan through a Batch Order, Market Order, Day Limit Order, Good-‘Til-Date/Canceled Limit Order or Stop Order.

Batch Order (online, telephone or mail) – The Plan Administrator will combine each request to sell through the Plan with other Plan participant sale requests for a Batch Order. Shares are then periodically submitted in bulk to a broker for sale on the open market. Shares will be sold no later than five trading days (except where deferral is necessary under state or federal regulations) following the request by the participant. Bulk sales may be executed in multiple transactions and over more than one day depending on the number of shares being sold and current trading volumes. A Batch Order request cannot be canceled after submission by a participant.

Market Order (online or telephone) – The participant’s request to sell shares in a Market Order will be at the prevailing market price when the trade is executed. If such an order is placed during market hours, the Plan Administrator will promptly submit the shares to a broker for sale on the open market. A Market Order request cannot be canceled after submission by a participant. Sale requests submitted near the close of the market may be executed on the next trading day, along with other requests received after market close.

Day Limit Order (online or telephone) – The participant’s request to sell shares in a Day Limit Order will be promptly submitted by the Plan Administrator to a broker. The broker will execute the request as a Market Order when and if the stock reaches or exceeds the specified price on the day the order was placed (for orders placed outside of market hours, the next trading day). The order is automatically canceled if the price is not met by the end of that trading day. Depending on the number of shares being sold and current trading volumes, the order may only be partially filled and the remainder of the order canceled. A Day Limit Order request cannot be canceled after submission by a participant.

Good-‘Til-Date/Canceled (GTD/GTC) Limit Order (online or telephone) – A GTD/GTC Limit Order request will be promptly submitted by the Plan Administrator to a broker. The broker will execute the request as a Market Order when and if the stock reaches or exceeds the specified price at any time while the order remains open (up to the date requested or 90 days for GTC). Depending on the number of shares being sold and current trading volumes, sales may be executed in multiple transactions and may be traded on more than one day. The order or any unexecuted portion will be automatically canceled if the price is not met by the end of the order period. The order may also be canceled by the applicable stock exchange or the participant at any time prior to execution.

Stop Order (online or telephone) – The Plan Administrator will promptly submit a participant’s request to sell shares in a Stop Order to a broker. A sale will be executed when the stock reaches a specified price, at

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which time the Stop Order becomes a Market Order and the sale will be at the prevailing market price when the trade is executed. The price specified in the order must be below the current market price (generally used to limit a market loss). The order may be canceled by the participant at any time prior to execution.

Sales proceeds will be net of any fees and commissions to be paid by the participant (see “Brokerage Commissions, Service Fees and Other Costs – Investment Summary and Fees” for details). The Plan Administrator will deduct any fees and commissions and applicable tax withholding from the sale proceeds. Sales processed on accounts without a valid Form W-9 for United States citizens or Form W-8BEN for non-United States citizens will be subject to federal backup withholding. This withholding can be avoided by furnishing the appropriate form prior to the sale. Forms are available online at shareowneronline.com.

A check for the proceeds of the sale of shares (in United States dollars), less applicable taxes, commissions and fees, will generally be mailed by first class mail as soon as administratively possible after the settlement date. If a participant submits a request to sell all or part of the Plan shares and the participant requests net proceeds to be automatically deposited to a checking or savings account, then the participant must provide a voided blank check for a checking account or blank savings deposit slip for a savings account. If the participant is unable to provide a voided check or deposit slip, the participant’s written request must have the participant’s signature(s) medallion guaranteed by an eligible financial institution for direct deposit. Requests for automatic deposit of sale proceeds that do not provide the required documentation will not be processed and a check for the net proceeds will be issued.

A participant who wishes to sell shares currently held in certificate form may send them in for deposit to the Plan Administrator and then proceed with the sale. General Mills strongly recommends that you use registered or certified mail to mail your certificates to the Plan Administrator, insuring the certificates for 3% of the current market value of the shares represented thereby. In any case, you bear the full risk of loss, regardless of the method used, in the event the certificates are lost. To sell shares through a broker of their choice, the participant may request the broker to transfer shares electronically from the Plan account to their brokerage account. Alternatively, a stock certificate can be requested that the participant can deliver to their broker.

The Plan Administrator shall not be liable for any claim arising out of failure to sell on a certain date or at a specific price. Neither the Plan Administrator nor any of its affiliates will provide any investment recommendations or investment advice with respect to transactions made through the Plan. This risk should be evaluated by the participant and is a risk that is borne solely by the participant.

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

TERMINATION

Participants may terminate their participation in the Plan. A participant may terminate their participation in the Plan online (see “Automated Requests – Online”) or by contacting the Plan Administrator via phone (see “Automated Requests – Telephone”). A participant may also submit the appropriate information on a Transaction Request Form or submit a written request to the Plan Administrator. A participant’s written request for termination should be signed by the authorized signer(s) as their name(s) appears on their account statement. If

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your request to terminate participation in 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 administratively possible, and a separate dividend check will be mailed to you. Future dividends will be paid in cash, unless you rejoin the Plan.

In addition, termination requests of participants making optional cash investments by automatic cash withdrawal must be received by the Plan Administrator at least 15 business days prior to the scheduled investment date to ensure that the request is effective as to the next optional cash investment date.

Upon termination of a participant’s participation in the Plan, unless you have requested that some or all Plan shares be sold, the Plan Administrator will convert your full Plan shares to book-entry (DRS) representing the number of full shares in your Plan account and a check in the amount of the market value, less applicable taxes, commissions and fees, of any fractional share. If a participant so requests on the Transaction Request Form, the Plan Administrator will sell some or all Plan shares on behalf of the participant (see “Sale of Shares”). After settlement of the sale, the Plan Administrator will send the participant a check (or provide for direct deposit to a bank checking or savings account, as appropriate) in the amount of the proceeds of the sale, less applicable taxes, commissions and fees, of full and fractional shares and a certificate representing any full Plan shares not sold.

After termination, previous participants may re-enroll in the Plan by going online or submitting a new Account Authorization Form and complying with all other enrollment procedures (see “Enrollment and Participation”). In order to minimize unnecessary Plan administrative costs and to encourage use of the Plan as a long-term investment vehicle, General Mills reserves the right to deny participation in the Plan to previous participants who General Mills or the Plan Administrator believes have been excessive in their enrollments and terminations.

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.

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General Mills, Inc. Direct Purchase Plan

OTHER INFORMATION

STOCK DIVIDENDS AND STOCK SPLITS . Any shares distributable to a Plan participant pursuant to a stock dividend or stock split on Plan shares will be added to the participant’s Plan account and not mailed or delivered directly to the participant. The participant, however, may request the Plan Administrator to issue certificates for such stock dividends or split shares once they are added to the participant’s account (see “Share Certificates”). If a participant sends notice of termination or a request to sell to the Plan Administrator between the record date and the payment date for a stock distribution, the request will not be processed until the stock distribution is credited to the participant’s account.

DIVIDEND AND VOTING RIGHTS . Dividend and voting rights of shares purchased under the Plan commence upon settlement of the transaction. Shares of Common Stock purchased on or within two business days prior to a dividend record date are considered “ex-dividend” and therefore not entitled to payment of that dividend.

VOTING OF PLAN SHARES . For each meeting of stockholders, participants receive proxy materials that allow them to vote their Plan shares by proxy. Alternatively, participants can elect to vote their Plan shares in person at the meeting.

LIMITATION OF LIABILITY . In administering the Plan, neither General Mills nor the Plan Administrator is liable for any good faith act or omission to act, including but not limited to any claim of liability (i) arising out of the failure to terminate a participant’s account upon such participant’s death prior to receipt of a notice in writing of such death, (ii) with respect to the prices or times at which shares are purchased or sold or (iii) as to the value of the shares acquired for participants.

The Plan Administrator is acting solely as agent of General Mills and owes no duties, fiduciary or otherwise, to any other person by reason of the Plan, and no implied duties, fiduciary or otherwise, shall be read into the Plan. The Plan Administrator undertakes to perform such duties and only such duties as are expressly set forth herein, to be performed by it, and no implied covenants or obligations shall be read into the Plan against the Plan Administrator or General Mills.

In the absence of negligence or willful misconduct on its part, the Plan Administrator, whether acting directly or through agents or attorneys, shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the performance of its duties in connection with the Plan. In no event shall the Plan Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profit), even if the Plan Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

The Plan Administrator shall: (i) not be required to and shall make no representations and have no responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own and (ii) not be obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with reasonable indemnity.

The Plan Administrator shall not be responsible or liable for any failure or delay in the performance of its obligations under the Plan arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation: acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities or computer (hardware or software) or

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communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan Administrator shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as administratively possible under the circumstances.

MODIFICATION OR TERMINATION OF THE PLAN . General Mills may suspend, modify or terminate the Plan at any time in whole or in part or with respect to participants in certain jurisdictions. Notice of such suspension, modification or termination will be sent to all affected participants. No such event will affect any shares then credited to a participant’s account. Upon any whole or partial termination of the Plan by General Mills, each affected participant will have all full Plan shares converted to book-entry (DRS) or a physical certificate issued for all full Plan shares and a check, less applicable taxes, commissions and fees, in the amount of the market value of any fractional Plan share.

DENIAL OR TERMINATION OF PARTICIPATION BY GENERAL MILLS . The Plan Administrator may terminate a participant’s participation in the Plan if the participant does not own at least one full share. General Mills also reserves the right to deny, modify, suspend or terminate participation in the Plan by otherwise eligible persons to the extent General Mills deems it advisable or necessary in its discretion to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Plan. Participants whose participation in the Plan is terminated will have all full Plan shares converted to book-entry (DRS) or a physical certificate issued for all full Plan shares and a check, less applicable taxes, commissions and fees, in the amount of the market value of any fractional Plan share.

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UNITED STATES FEDERAL INCOME TAX INFORMATION

THE INFORMATION SET FORTH BELOW IS ONLY A SUMMARY AND DOES NOT CLAIM TO BE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN. TAX CONSEQUENCES VARY DEPENDING ON INDIVIDUAL CIRCUMSTANCES AND MAY BE AFFECTED BY FUTURE LEGISLATION, IRS RULINGS AND REGULATIONS AND COURT DECISIONS. ACCORDINGLY, PARTICIPANTS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN.