ELI LILLY AND COMPANY
Officers Certificate Pursuant to
Section 3.01 of the Indenture
The undersigned, Philip L. Johnson, Senior Vice President, Finance, and Treasurer of Eli Lilly and Company, an Indiana corporation (the Company), and Crystal T. Williams, Assistant General Counsel and Assistant Corporate Secretary of the Company, pursuant to Section 3.01 of the Indenture, dated as of February 1, 1991 (the Indenture), between the Company and Deutsche Bank Trust Company Americas (as successor to Citibank, N.A.), as trustee (the Trustee), as authorized by resolutions of the Board of Directors of the Company, dated February 7, 2019, and minutes of the Risk Management Committee of the Company at its meetings on April 16, 2020 and August 17, 2020 (collectively, the Board Resolutions), do hereby certify as follows:
(i) There is hereby established one series of debt securities to be issued under the Indenture. The title of such series of the debt securities shall be the 2.500% Notes due 2060 (the 2.500% Notes). In addition, there is hereby authorized an issuance of additional Securities under the Companys existing series of debt securities titled the 2.250% Notes due 2050 (the Additional 2.250% Notes and, together with the 2.500% Notes, the Notes), which were initially established pursuant to an Officers Certificate, dated May 5, 2020, resolutions of the Board of Directors of the Company, dated February 7, 2019, and a meeting of the Risk Management Committee of the Company on April 16, 2020. The Additional 2.250% Notes shall have the same terms as, and shall constitute a single series of Securities with, the existing 2.250% Notes due 2050 under the Indenture.
(ii) The 2.500% Notes shall be in the form, and shall have the terms, set forth as Annex A. The Notes shall be issued in the form of Registered Securities and shall not be issued in the form of Bearer Securities.
(iii) The initial limit upon the aggregate principal amount of the 2.500% Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 4.03 or 10.04 of the Indenture) is eight hundred and fifty million Dollars ($850,000,000), and the limit upon the aggregate principal amount of the 2.250% Notes due 2050 established in connection with the initial issuance of such 2.250% Notes due 2050 is hereby increased from one billion Dollars ($1,000,000,000) to one billion two hundred and fifty million Dollars ($1,250,000,000); provided, however, that, without the consent of the Holders of any Securities, the Company may issue additional Securities having the same terms as the Notes of a particular series other than the date of original issuance and the first Interest Payment Date applicable to such additional Securities. Any such additional Securities shall constitute a single series of Securities with the applicable Notes under the Indenture.
(iv) The principal amount of the 2.500% Notes shall be payable on September 15, 2060, unless redeemed prior to such time in accordance with clause (xi) below.