General Mills, Inc. 33,314,760 Shares of Common Stock Underwriting AgreementDiageo PLC • October 6th, 2004 • Beverages • New York
Diageo US Limited, a private limited company organized under the laws of England and Wales (the “Selling Stockholder”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, an aggregate of 33,314,760 outstanding shares (the “Securities”) of common stock, par value $0.10 per share (“Stock”), of General Mills, Inc., a corporation organized under the laws of Delaware (the “Company”). The Selling Stockholder is a wholly-owned subsidiary of Diageo plc, a public limited company organized under the laws of England and Wales (“Diageo”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Basic Prospectus, any Prel
JOINT FILING AGREEMENTJoint Filing Agreement • October 6th, 2004 • Diageo PLC • Beverages
This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 6th, 2004 • Diageo PLC • Beverages • New York
General Mills, Inc. (the “Company”), a Delaware corporation, Diageo plc (“Diageo”), a public limited company organized under the laws of England and Wales, and Diageo US Limited (the “Selling Stockholder”), a private limited company organized under the laws of England and Wales and an indirect wholly owned subsidiary of Diageo, hereby agree as follows in relation to the proposed transfer of a certain portion of the shares of common stock, par value $0.10 per share (including the related preferred share purchase rights, the “Common Stock”) of the Company held by the Selling Stockholder as contemplated pursuant to the Supplemental Marketing Agreement and Waiver, dated June 23, 2004, among the Company, Diageo and Diageo Atlantic Holding B.V.:
Diageo Great Britain Limited 8 Henrietta Place London W1G 0NB October 4, 2004Diageo PLC • October 6th, 2004 • Beverages
Diageo Great Britain Limited, a private limited company organized under the laws of England and Wales (“Transferor”), hereby agrees to convey, transfer, deliver and assign to Diageo Pension Trust Limited, a private limited company organized under the laws of England and Wales (“Transferee”), on the date hereof, all of Transferor’s right, title and interest in and to 3,996,863 shares of the common stock, par value $.10 per share of General Mills, Inc., a Delaware corporation (“General Mills”), and related call options governed by the Call Option Agreements dated as of October 23, 2002 and October 28, 2002 by and between Diageo Midwest B.V. and General Mills (such shares and options collectively the “Mills Shares”), in consideration of Transferor’s ongoing pension funding obligations with respect to Transferee.
