Exhibit 4.3
ELI LILLY AND COMPANY
Officers Certificate Pursuant to
Section 3.01 of the Indenture
, 2024
The undersigned, Gordon
Brooks, Interim Chief Financial Officer, Group Vice President, Controller and Corporate Strategy of Eli Lilly and Company, an Indiana corporation (the Company), and Christopher Anderson, Assistant Vice President, Leader of
Corporate Securities and Assistant 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 20, 2024, and minutes of the Risk Management Committee of the Company at its
meeting on August 5, 2024 (collectively, the Board Resolutions), do hereby certify as follows:
(i) There are
hereby established five series of debt securities to be issued under the Indenture. The title of such series of the debt securities shall be (i) the 4.150% Notes due 2027 (the 2027 Notes), (ii) the 4.200%
Notes due 2029 (the 2029 Notes), (iii) the 4.600% Notes due 2034 (the 2034 Notes), (iv) the 5.050% Notes due 2054 (the 2054 Notes) and the 5.200% Notes due 2064
(the 2064 Notes and, collectively with the 2027 Notes, the 2029 Notes, the 2034 Notes and the 2054 Notes, the Notes).
(ii) The five series of Notes shall be in the forms, and shall have the terms, set forth as Annex A-1,
Annex A-2, Annex A-3, Annex A-4 and Annex A-5, respectively, attached hereto. 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 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 (i) Seven Hundred and Fifty Million Dollars ($750,000,000) with respect to the 2027 Notes, (ii) One Billion Dollars ($1,000,000,000) with respect to the 2029 Notes,
(iii) One Billion Two Hundred and Fifty Million Dollars ($1,250,000,000) with respect to the 2034 Notes, (iv) One Billion Two Hundred and Fifty Million Dollars ($1,250,000,000) with respect to the 2054 Notes and (v) Seven Hundred and
Fifty Million Dollars ($750,000,000) with respect to the 2064 Notes; provided, however, that, without the consent of the Holders of any Securities, the Company may at any time 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
series of Notes under the Indenture.
(iv) The principal amount of the 2027 Notes shall be payable on August 14, 2027, the principal
amount of the 2029 Notes shall be payable on August 14, 2029, the principal amount of the 2034 Notes shall be payable on August 14, 2034, the principal amount of the 2054 Notes shall be payable on August 14, 2054 and the principal
amount of the 2064 Notes shall be payable on August 14, 2064, in each case, unless redeemed prior to such time in accordance with clause (xi) below.