General Mills, Inc. announced the commencement of an offer to exchange the four series of notes described in the below table (collectively, the “Existing Notes”) for a combination of cash and a series of newly issued General Mills notes due 2051 (the “New Notes”). The aggregate principal amount of Existing Notes that are accepted for exchange will be based on the order of acceptance priority set in the table below, such that the aggregate principal amount of Existing Notes accepted in the Exchange Offer results in the issuance of New Notes in a principal amount not exceeding $750,000,000. The Exchange Offer is being conducted upon the terms and subject to the conditions set in an offering memorandum, dated January 7, 2021 (the “Offering Memorandum” and, together with the eligibility certification and the Canadian beneficial holder form (as defined below), the “Exchange Offer Documents”). General Mills reserves the right, in its sole discretion, subject to applicable law, to increase (or upsize) the New Notes Cap following commencement of the Exchange Offer. The Exchange Offer is subject to certain conditions, including that (i) Existing Notes are validly tendered and not validly withdrawn pursuant to the Exchange Offer in an aggregate principal amount that would result in at least $300,000,000 aggregate principal amount of New Notes being issued pursuant to the Exchange Offer, (ii) as of 10:00 a.m., New York City time, on January 22, 2021, the yield on the Reference UST Security for the Existing Notes is not greater than 2.30%, (iii) as of 10:00 a.m., New York City time, on January 22, 2021, the combination of the yield of the New Notes and the Total Consideration or Exchange Consideration, as applicable, for the applicable series of Existing Notes would result in the New Notes and such Existing Notes not being treated as “substantially different” under ASC 470-50 and (iv) with respect to any Existing Notes validly tendered pursuant to the Exchange Offer that will be exchanged on the Final Settlement Date (as defined below), General Mills determines that the New Notes to be issued on the Final Settlement Date in the Exchange Offer will be treated as part of the same issue as the New Notes, if any, issued on the Early Settlement Date for U.S. federal income tax purposes pursuant to specified tests. As indicated in the footnotes to the table above, all Existing Notes that are tendered for exchange in the Exchange Offer at or before the Early Participation Time will have priority over Existing Notes that are tendered for exchange after the Early Participation Time, even if General Mills does not elect to have an Early Settlement Date and even if such Existing Notes that are tendered for exchange after the Early Participation Time have a higher acceptance priority than the Existing Notes that are tendered for exchange at or before the Early Participation Time.