Eli Lilly and Company Watch

from 8-K 55 pages Eli Lilly and Company Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2024

from 10-K 4 pages As of the Filing Date of Our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, Our Authorized Capital Stock Consists of 3,205,000,000 Shares, of Which 3,200,000,000 Shares Are Common Stock, Without Par Value, and 5,000,000 Shares Are Preferred Stock, Without Par Value. No Shares of Preferred Stock Are Issued and Outstanding as of the Filing Date of Our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023. Common Stock Dividend Rights. Subject to the Dividend Rights of the Holders of Any Outstanding Shares of Preferred Stock, the Holders of Shares of Common Stock Are Entitled to Receive Ratably Dividends as May Be Lawfully Declared at Any Time by Our Board of Directors

from 8-K 55 pages Eli Lilly and Company Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2024

from 8-K 45 pages Eli Lilly and Company Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2023

from 10-K 9 pages The Following Summary of Eli Lilly and Company’s Above Referenced Debt Securities Is Based on and Qualified by the Indenture, Dated as of February 1, 1991, Between US and Deutsche Bank Trust Company Americas (As Successor to Citibank, N.A.), as Trustee, and the Forms of 1.625% Notes Due September 2043 (The “Notes”). for a Complete Description of the Terms and Provisions of the Notes, Refer to the Indenture, the Form of Officers’ Certificate Setting Forth the Terms and Form of the Notes, All of Which Are Filed as Exhibits to the Form 8-A Filed With the Securities and Exchange Commission on September 14, 2021. Throughout This Exhibit, References to “We,” “The Company,” “Our,” and “US” Refer to Eli Lilly and Company and Not to Any of Its Subsidiaries, Unless Otherwise Indicated. General the Notes: •were Issued in an Aggregate Initial Principal Amount of £250,000,000, Which Remained Outstanding as of December 31, 2021, and Permit US to Issue Additional Notes That May Be of the Same Series as the Notes as Described Under “Further Issues;” •mature on September 14, 2043; •bear Interest at a Rate of 1.625% Per Annum; •are Unsecured; •rank Equally With All of Our Other Unsecured and Unsubordinated Indebtedness; •were Issued as a Separate Series Under the Indenture, in Registered, Book-Entry Form Only; •are Repayable at Par at Maturity; •are Redeemable by US at Any Time Prior to Maturity as Described Below Under “-Optional Redemption” and in Connection With Certain Developments Involving United States Taxation; •are Subject to Defeasance and Covenant Defeasance; and •are Not Subject to Any Sinking Fund

from 10-K 11 pages The Following Summary of Eli Lilly and Company’s Above Referenced Debt Securities Is Based on and Qualified by the Indenture, Dated as of February 1, 1991, Between US and Deutsche Bank Trust Company Americas (As Successor to Citibank, N.A.), as Trustee, and the Forms of 0.500% Notes Due September 2033 (The “0.500% Notes”), the 1.125% Notes Due September 2051 (The “1.125% Notes”) and the 1.375% Notes Due September 2061 (The “1.375% Notes,” and Collectively With the 0.500% Notes and the 1.125% Notes, the “Notes”). for a Complete Description of the Terms and Provisions of the Notes, Refer to the Indenture, the Form of Officers’ Certificate Setting Forth the Terms and Forms of the Notes, All of Which Are Filed as Exhibits to the Form 8-A Filed With the Securities and Exchange Commission on September 14, 2021. Throughout This Exhibit, References to “We,” “The Company,” “Our,” and “US” Refer to Eli Lilly and Company and Not to Any of Its Subsidiaries, Unless Otherwise Indicated. General

from 8-K 54 pages Eli Lilly and Company Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2021

from S-8 103 pages The Savings Plan for Lilly Affiliate Employees in Puerto Rico as Amended Effective January 1, 2021 the Savings Plan for Lilly Affiliate Employees in Puerto Rico

from S-8 134 pages The Lilly Employee 401(k) Plan

from 8-K 14 pages Eli Lilly and Company Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2020

from 8-K 13 pages Eli Lilly and Company Officers’ Certificate Pursuant to Section 3.01 of the Indenture , 2020

from 10-K 9 pages General the 0.625% Notes: • Were Issued in an Aggregate Initial Principal Amount of €600,000,000, Which Remains Outstanding as of December 31, 2019 and Are Subject to Our Ability to Issue Additional 0.625% Notes Which May Be of the Same Series as the Eur 0.625% Notes as Described Under “-Further Issues;” • Mature on November 1, 2031; • Bear Interest at a Rate of 0.625% Per Annum; • Are Unsecured; • Rank Equally With All of Our Other Present and Future Unsecured and Unsubordinated Indebtedness; • Issued as a Separate Series Under the Indenture, in Registered, Book-Entry Form Only; • Are Repayable at Par at Maturity; • Are Redeemable by US at Any Time Prior to Maturity as Described Below Under “-Optional Redemption” and in Connection With Certain Events Involving United States Taxation; • Are Subject to Defeasance and Covenant Defeasance; and • Are Not Subject to Any Sinking Fund. the 1.700% Notes: • Were Issued in an Aggregate Initial Principal Amount of €1,000,000,000, Which Remains Outstanding as of December 31, 2019 and Are Subject to Our Ability to Issue Additional 1.700% Notes Which May Be of the Same Series as the 1.700% Notes as Described Under “-Further Issues;”

from 10-K 4 pages General the Notes: • Were Issued in an Aggregate Initial Principal Amount of $500,000,000, of Which $229,692,000 Remains Outstanding as of December 31, 2019; • Mature on June 1, 2025; • Bear Interest at a Rate of 7 1/8% Per Annum; • Are Unsecured; • Rank Equally With All of Our Other Present and Future Unsecured and Unsubordinated Indebtedness; • Are Issued as a Separate Series Under the Indenture, in Registered, Book-Entry Form Only; • Are Repayable at Par at Maturity; • Are Subject to Defeasance and Covenant Defeasance; and • Are Not Subject to Any Sinking Fund. the Indenture and the Notes Do Not Limit the Amount of Indebtedness Which May Be Incurred or the Amount of Securities Which May Be Issued by US or Our Subsidiaries, and Contain No Financial or Similar Restrictions on US or Our Subsidiaries, Except as Described Under the Caption “Certain Covenants.” Interest

from 10-K 4 pages General the Notes: • Were Issued in an Aggregate Initial Principal Amount of $300,000,000, of Which $174,445,000 Remains Outstanding as of December 31, 2019; • Mature on January 1, 2036; • Bear Interest at a Rate of 6.77% Per Annum; • Are Unsecured; • Rank Equally With All of Our Other Present and Future Unsecured and Unsubordinated Indebtedness; • Are Issued as a Separate Series Under the Indenture, in Registered, Book-Entry Form Only; • Are Repayable at Par at Maturity; • Are Redeemable by US at Any Time Prior to Maturity as Described Below Under “-Optional Redemption;” • Are Subject to Defeasance and Covenant Defeasance; and • Are Not Subject to Any Sinking Fund. the Indenture and the Notes Do Not Limit the Amount of Indebtedness Which May Be Incurred or the Amount of Securities Which May Be Issued by US or Our Subsidiaries, and Contain No Financial or Similar Restrictions on US or Our Subsidiaries, Except as Described Under the Caption “Certain Covenants.” Interest

from 10-K 10 pages General the 1.000% Notes: • Mature on June 2, 2022; • Bear Interest at a Rate of 1.000% Per Annum; • Are Unsecured; • Rank Equally With All of Our Other Present and Future Unsecured and Unsubordinated Indebtedness; • Are Issued as a Separate Series Under the Indenture, in Registered, Book-Entry Form Only; • Are Repayable at Par at Maturity; • Are Redeemable by US at Any Time Prior to Maturity as Described Below Under “-Optional Redemption” and in Connection With Certain Events Involving United States Taxation; • Are Subject to Defeasance and Covenant Defeasance; and • Are Not Subject to Any Sinking Fund

from 10-K 3 pages The Following Summary of Eli Lilly & Company’s Common Stock Is Based on and Qualified By, Among Other Things, Our Amended Articles of Incorporation and Our Amended Bylaws, Both of Which Are Filed as Exhibits to This Annual Report on Form 10-K. Throughout This Exhibit, References to “We,” “The Company,” “Our,” and “US” Refer to Eli Lilly and Company as of December 31, 2019, Our Authorized Capital Stock Consists of 3,205,000,000 Shares, of Which 3,200,000,000 Shares Are Common Stock, Without Par Value, and 5,000,000 Shares of Preferred Stock, Without Par Value. No Shares of Preferred Stock Are Issued and Outstanding as of December 31, 2019. Common Stock Dividend Rights. Subject to the Dividend Rights of the Holders of Any Outstanding Shares of Preferred Stock, the Holders of Shares of Common Stock Are Entitled to Receive Ratably Dividends as May Be Lawfully Declared at Any Time by the Board of Directors

from 8-K 29 pages Eli Lilly and Company Officers’ Certificate Pursuant to Section 3.01 of the Indenture November , 2019

from 8-K 42 pages Indenture or similar

from 8-K 29 pages Eli Lilly and Company Officers’ Certificate Pursuant to Section 3.01 of the Indenture May [__], 2017

from 8-K 41 pages Eli Lilly and Company Officers’ Certificate Pursuant to Section 3.01 of the Indenture June 2, 2015