JAZZPHARMACEUTICALSPLC PROXY STATEMENT & 2012 ANNUAL REPORT & 2012 STATEMENT PROXY Transformation OUR MISSION IS TO IMPROVE PATIENTS’ LIVES Keeping patients at the forefront of our mind inspires us to bring innovative and valuable resources to all aspects of our business for the ultimate benefit of the patients in need. Cover: Hal – Living with Pain Kari – Corporate Compliance, Jazz Pharmaceuticals Lulu – Diagnosed with Acute Lymphoblastic Leukemia (ALL) Ronald – Medical Affairs, Jazz Pharmaceuticals Mary – Living with Narcolepsy Stanley – Oncology Sales, Jazz Pharmaceuticals LeAnn – Pain Sales, Jazz Pharmaceuticals Jed – Research and Pharmacology, Jazz Pharmaceuticals Julie – Oncology Sales, Jazz Pharmaceuticals Inside Cover: Julia – Commercial Operations, Jazz Pharmaceuticals John – Pain Sales, Jazz Pharmaceuticals Trudy – Medical Affairs, Jazz Pharmaceuticals Fintan – Technical Operations, Jazz Pharmaceuticals SHAREHOLDER LETTER June 12, 2013 Dear Shareholders, 2012 was a transformational year for Jazz Pharmaceuticals. We completed transactions with Azur Pharma and EUSA Pharma that broadened our product portfolio, enhanced the scale and capabilities of our company, and created an effective corporate platform for future growth, which enabled us to increase the number of patients benefiting from our therapies. Additionally, we aligned our commercial operations with our expanded product portfolio—all while delivering strong growth in revenues and earnings driven by our core products. In 2012 we demonstrated our ability to deliver strong growth, with: s Total revenues of $586.0 million, an increase of 115% over the prior year s Xyrem net sales of $378.7 million, up 62% from the prior year s Adjusted net income of $290.4 million, or $4.82 per diluted share, compared to 2011 adjusted net income of $164.9 million, or $3.52 per diluted share. 2012 GAAP income from continuing operations was $261.1 million, or $4.34 per diluted share, compared to $125.0 million, or $2.67 per diluted share, for 2011 We remain committed to our strategy for sustainable growth of the top and bottom line by focusing on: s Unlocking the full potential of our product portfolio by applying our core expertise in commercializing specialty products to a targeted physician base with an emphasis on consultative clinical selling, sophisticated reimbursement and distribution support and providing healthcare provider education and direct-to-patient services s Utilizing our strong balance sheet and cash flow to enhance shareholder value through additional acquisitions and targeted R&D investments with an emphasis on products that are in late-stage development or currently marketed s Disciplined resource allocation And in the first quarter of 2013, we are continuing to execute on these strategies as demonstrated by: s Total revenues of $196.2 million, an increase of 91% compared to total revenues of $102.5 million in the first quarter of 2012, driven by record net sales of Xyrem and Erwinaze s Adjusted net income of $84.4 million, or $1.37 per diluted share, compared to $51.7 million, or $0.89 per diluted share, for the first quarter of 2012. Both GAAP income from continuing operations and GAAP net income for the first quarter of 2013 were $43.4 million, or $0.71 per diluted share. GAAP income from continuing operations for the first quarter of 2012 was $30.2 million, or $0.52 per diluted share, and GAAP net income for the first quarter of 2012 was $27.7 million, or $0.48 per diluted share s Cash and cash equivalents of $450.5 million as of March 31, 2013 In May 2013, our Board of Directors authorized the use of up to $200 million to repurchase the company’s ordinary shares. We believe this presents an opportunity to increase shareholder value, while maintaining significant financial flexibility to finance future corporate development opportunities. 2013 is shaping up to be a notable year for Jazz Pharmaceuticals as we build on our success and momentum from 2012 to continue our mission of improving patients’ lives. I want to thank our employees for their passion and dedication to delivering important therapies to patients through a period of rapid change. I want to thank you—our shareholders—for your continued support as we continue to help patients in need and pursue opportunities to generate significant shareholder value. Bruce C. Cozadd Chairman and Chief Executive Officer Bruce C. Cozadd Chairman and Chief Executive Officer Total Revenues in Millions Pro Forma 2012 Worldwide Net Sales Distribution by Product1 $700 Psychiatry Other $600 $586 Prialt $500 $400 Erwinaze $300 $272 $200 $174 $100 Xyrem $0 2010 2011 2012 Income From Continuing Income From Continuing Operations Operations in Millions2 Per Diluted Share2 $6.00 $350 GAAP GAAP $5.50 Adjusted Net Income (unaudited) Adjusted Net Income (unaudited) $300 $290 $5.00 $4.82 3 $2613 $4.50 $4.34 $250 $4.00 $3.52 $3.50 $200 $165 $3.00 $2.67 $150 $2.50 $125 $2.00 $100 $1.55 $1.50 $61 $1.00 $0.83 $50 $33 $0.50 $0 $0.00 2010 2011 2012 2010 2011 2012 1. Pro forma worldwide net sales based on the combined revenues of Jazz Pharmaceuticals, Azur Pharma and EUSA Pharma as if the Azur Pharma merger and the EUSA Pharma acquisition had each been completed on January 1, 2012 (excluding the Women’s Health business, which was accounted for as discontinued operations). 2. Represents GAAP income from continuing operations and adjusted net income for each period presented. GAAP income from continuing operations and adjusted net income for 2012 include Azur Pharma contribution from January 18, 2012 and EUSA Pharma contribution from June 12, 2012, and exclude the results of the Women’s Health business, which was accounted for as discontinued operations. Reconciliations of GAAP income from continuing operations and adjusted net income for each period presented can be found under the heading “Non-GAAP Financial Measures” beginning on page 87 in the enclosed Annual Report on Form 10-K for the year ended December 31, 2012. 3. 2012 GAAP income from continuing operations includes a one-time tax benefit of $104.2 million or $1.73 per diluted share due to the reversal of the valuation allowance against substantially all of Jazz Pharmaceuticals’ U.S. deferred tax assets. ® JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY Registered in Ireland – No. 399192 Fourth Floor, Connaught House One Burlington Road Dublin 4, Ireland NOTICE OF 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 1, 2013 Proxy Dear Shareholder: You are cordially invited to attend the 2013 annual general meeting of shareholders (the “annual meeting”) of Jazz Pharmaceuticals plc, a public limited company formed under the laws of Ireland (the “company”). The annual meeting will be held on Thursday, August 1, 2013, at 10:30 a.m. local time at our corporate headquarters located at Fourth Floor, Connaught House, One Burlington Road, Dublin 4, Ireland, for the following purposes: 1. To elect the four nominees for director named in the accompanying proxy statement (the “proxy statement”) to hold office until the 2016 annual general meeting of shareholders. 2. To approve the appointment of KPMG as the independent auditors of the company for the fiscal year ending December 31, 2013 and to authorize the audit committee of the board of directors to determine the auditors’ remuneration. 3. To authorize the company and/or any subsidiary of the company to make market purchases of the company’s ordinary shares. 4. To approve, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the accompanying proxy statement. 5. To conduct any other business properly brought before the annual meeting. These items of business are more fully described in the proxy statement. The company’s Irish statutory accounts for the fiscal year ended December 31, 2012, including the reports of the directors and auditors thereon, will be presented at the annual meeting. There is no requirement under Irish law that such statements be approved by the shareholders, and no such approval will be sought at the annual meeting. For the purposes of the company’s articles of association, Proposals 1 and 2 and the receipt and consideration of the Irish statutory accounts by the company at the annual meeting are deemed to be ordinary business, and Proposals 3 and 4 are deemed to be special business. The record date for the annual meeting is June 4, 2013. Only shareholders of record at the close of business on that date may vote at the annual meeting or any adjournment or postponement thereof. Important Notice Regarding the Availability of Proxy Materials for the annual general meeting of shareholders to be held on August 1, 2013, at 10:30 a.m. local time at our corporate headquarters located at Fourth Floor, Connaught House, One Burlington Road, Dublin 4, Ireland. The proxy statement and our annual report are available at https://materials.proxyvote.com/G50871. By order of the board of directors, Shawn Mindus Secretary Dublin, Ireland June 12, 2013 You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote as soon as possible. You may vote your shares over the telephone or via the internet. If you received a proxy card or voting instruction card by mail, you may submit your proxy card or voting instruction card by completing, signing, dating and mailing your proxy card or voting instruction card in the envelope provided. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if the record holder of your ordinary shares is a broker, bank or other nominee, and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.