TOTAL REVENUES NON-GAAP ADJUSTED NET NET CASH PROVIDED BY $ in millions INCOME PER DILUTED SHARE1,2 OPERATING ACTIVITIES (audited) (unaudited) $ in millions (unaudited) $2,364 $900 $2,162 $799 $1,891 $776 $15.38 $693 $1,619 $13.54 $12.46 $9.59 2017 2018 2019 2020 2017 2018 2019 2020 2017 2018 2019 2020 13.4% 3 YEAR CAGR 9.1% 3 YEAR CAGR 9.1% 3 YEAR CAGR NOTICE OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 29, 2021 Dear Shareholder: Whether or not you expect to The 2021 annual general meeting of shareholders (the “annual meeting”) of Jazz attend the meeting, please vote as Pharmaceuticals plc, a public limited company formed under the laws of Ireland (the “company”), soon as possible. You may vote will be held on Thursday, July 29, 2021, at 3:00 p.m. local time at our corporate headquarters your shares: Proxy located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland, for the following purposes: 1. To elect by separate resolutions each of the four nominees for director named in the Over the Telephone accompanying proxy statement (the “proxy statement”) to hold office until the 2024 annual 1-800-690-6903 meeting of shareholders (Proposal 1). Via the Internet 2. To ratify, on a non-binding advisory basis, the appointment of KPMG, Dublin, or KPMG, as www.proxyvote.com the independent auditors of the company for the fiscal year ending December 31, 2021 and to authorize, in a binding vote, the board of directors, acting through the audit committee, to determine the independent auditors’ remuneration (Proposal 2). By Mail Complete, sign and 3. To approve, on a non-binding advisory basis, the compensation of the company’s named return proxy card executive officers, or NEOs, as disclosed in the accompanying proxy statement (Proposal 3). In Person 4. To renew the board of directors’ existing authority under Irish law to allot and issue ordinary Attend Annual Meeting shares (Proposal 4). 5. To renew the board of directors’ existing authority under Irish law to allot and issue ordinary If you received a proxy card or shares for cash without first offering those ordinary shares to existing shareholders pursuant voting instruction card by mail, you to the statutory pre-emption right that would otherwise apply (Proposal 5). may submit your proxy card or voting instruction card mailing your 6. To approve any motion to adjourn the annual meeting, or any adjournments thereof, to proxy card or voting instruction another time and place to solicit additional proxies if there are insufficient votes at the time of card in the envelope provided. the annual meeting to approve Proposal 5 (Proposal 6). Proxy cards must be received by To conduct any other business properly brought before the annual meeting. July 28, 2021. Electronic proxy cards submitted via the internet or Proposals 1, 2, 3, 4 and 6 are ordinary resolutions, requiring the affirmative vote of a majority of by telephone must be received by the votes cast (in person or by proxy) at the annual meeting. Proposal 5 is a special resolution, 11:59 p.m., U.S. Eastern Time, on requiring the approval of not less than 75% of the votes cast (in person or by proxy) at the annual July 28, 2021. It may not be meeting. possible to count proxy cards received after the relevant time In addition to the above proposals, the annual meeting will also receive and consider the towards voting. Proxy cards company’s Irish statutory financial statements for the fiscal year ended December 31, 2020 and received will be forwarded to the the reports of the directors and auditors thereon. There is no requirement under Irish law that the company’s registered office Irish statutory financial statements be approved by the shareholders, and no such approval will be electronically before sought at the annual meeting. Under the company’s Memorandum and Articles of Association commencement of the annual (our “articles”), and the Irish Companies Act 2014 (the “2014 Act”), Proposals 1 and 2 are deemed meeting to comply with Irish law. to be ordinary business, and Proposals 3, 4, 5 and 6 are deemed to be special business. Even if you have voted by proxy, The record date for the annual meeting is June 2, 2021. Only shareholders of record at the close you may still vote in person if you of business on that date may vote at the annual meeting or any adjournment or postponement attend the meeting. Please note, thereof. however, that if the record holder of your ordinary shares is a broker, A shareholder entitled to attend and vote at the annual meeting is entitled to appoint one or more bank or other agent, and you wish proxies to attend, speak and vote instead of him or her at the annual meeting, using the proxy to vote at the meeting, you must card provided (or the form of proxy contained in section 184 of the 2014 Act) or using an obtain a proxy issued in your name electronic proxy card by telephone or via the internet in the manner described in this proxy from that record holder. statement. A proxy need not be a shareholder of record. Important Notice Regarding the Availability of Proxy Materials for the annual meeting of shareholders to be held on July 29, 2021, at 3:00 p.m. local time at our corporate headquarters located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland. The proxy statement, our letter to shareholders and our 2020 Annual Report on Form 10-K are available at https://materials.proxyvote.com/G50871. By order of the board of directors, /s/ Aislinn Doody Aislinn Doody, Company Secretary Dublin, Ireland June 11, 2021 Potential Impacts of the COVID-19 Pandemic on the Annual General Meeting In light of the ongoing COVID-19 pandemic, the company would like to emphasize that we consider the health of our shareholders, employees and other attendees a top priority. We are monitoring guidance issued by appropriate governmental health agencies, including the Irish Health Service Executive, or the HSE, the Irish government, the U.S. Center for Disease Control and Prevention and the World Health Organization, collectively, the Health Authorities, and we have implemented, and will continue to implement the measures advised by the relevant Health Authorities to minimize the spread of COVID-19. Information on such measures and on COVID-19 generally is available on the HSE’s website at https://www.hse.ie/eng/ services/news/newsfeatures/covid19-updates/. The annual meeting will be held in accordance with HSE and relevant Health Authority guidance. Should we determine that alternative arrangements are necessitated due to public health recommendations regarding containment of COVID-19, which may include a change in date or time of the meeting, a change in venue or format of the meeting we will announce our decision by press release and/or filing with the Securities Exchange Commission as additional soliciting materials and also post information on the investor relations page of the company’s website found at https://investor.jazzpharma.com/news. We encourage shareholders to keep up-to-date with, and follow the guidance from the Government of Ireland and the Department of Health (of Ireland) (as appropriate), as circumstances may change at short notice. Due to this uncertainty, shareholders are strongly encouraged to vote their shares by proxy in advance at the annual meeting. TABLE OF CONTENTS PROXY OVERVIEW 1 PROPOSAL 2 RATIFY, ON A NON-BINDING ADVISORY BASIS, THE APPOINTMENT OF Business Overview ............................... 1 Information About our Board of Directors .............. 3 INDEPENDENT AUDITORS AND AUTHORIZE, Shareholder and Other Stakeholder Engagement ...... 5 IN A BINDING VOTE, THE BOARD OF ESG Highlights ................................... 7 DIRECTORS, ACTING THROUGH THE AUDIT Summary of Shareholder Voting Matters and Board COMMITTEE, TO DETERMINE THE Recommendations ................................13 INDEPENDENT AUDITORS’ REMUNERATION 92 GENERAL 18 Independent Registered Public Accounting Firm Fees and Services .................................... 92 CORPORATE GOVERNANCE AND BOARD Pre-Approval Policies and Procedures .............. 93 Proxy MATTERS 19 Independence .................................. 93 Overview ........................................19 PROPOSAL 3 NON-BINDING ADVISORY VOTE Independence of the Board of Directors ..............19 ON EXECUTIVE COMPENSATION 94 Board Leadership Structure and Risk Oversight ........19 Meetings of the Board of Directors ...................21 PROPOSAL 4 RENEW DIRECTORS’ Director Commitments .............................21 AUTHORITY TO ISSUE SHARES 102 Classified Board Structure ..........................21 Information About Board Committees ................21 PROPOSAL 5 RENEW DIRECTORS’ Audit Committee ..................................22 AUTHORITY TO ISSUE SHARES FOR CASH Report of the Audit Committee of the Board of WITHOUT FIRST OFFERING SHARES TO Directors ........................................24 EXISTING SHAREHOLDERS 103 Compensation Committee ..........................24 Compensation Committee Processes and Procedures . 25 Compensation Committee Interlocks and Insider PROPOSAL 6 ADJOURNMENT PROPOSAL 105 Participation .....................................26 Compensation Consultant Fees .....................26 QUESTIONS AND ANSWERS ABOUT THESE Compensation Committee Report ...................27 PROXY MATERIALS AND VOTING 106 Nominating and Corporate Governance Committee .....27 Corporate Governance Strengths ....................29 OTHER MATTERS 113 Other Corporate Governance Matters ................29