AMENDED AND RESTATED BYLAWS
FLOWERS FOODS, INC.
Flowers Foods, Inc. (the "Corporation") shall maintain at all times a registered office in the State of Georgia and a
registered agent at that address, but may have other offices located within or without the State of Georgia as the
Board of Directors may determine.
MEETINGS OF SHAREHOLDERS
2.1 Place and Time of Meetings. All meetings of the shareholders shall be held at such time and at such place,
within or without the State of Georgia, as may be designated by the Board of Directors or, in the absence of a
designation by the Board of Directors, by the Chairman of the Board of Directors, the President or the Secretary,
and stated in the notice of the meeting. The Chairman of the Board of Directors may postpone and reschedule
any previously scheduled annual or special meeting of the shareholders of the Corporation.
2.2 Annual Meeting. An annual meeting of the shareholders shall be held at such date, time and place as shall be
designated from time to time by the Board of Directors, at which meeting the shareholders shall elect by a
plurality vote the Directors to succeed those whose terms expire and shall transact such other business as may be
properly brought before the meeting in accordance with Section 2.10 of these Bylaws.
2.3 Special Meetings. Special meetings of the shareholders may be called only as provided in this Section 2.3.
Special meetings may be called by the Chairman of the Board of Directors, and shall be called by the Chairman
of the Board of Directors or the Secretary within 10 days after receipt of the written request of a majority of the
total number of Directors which the Corporation would have if there were no vacancies (the "Whole Board") or
upon receipt of the written request of the holders of at least 75% of the voting power of the then outstanding
shares of Common Stock. Any such request by a majority of the Whole Board or the holders of at least 75% of