JAZZ PHARMACEUTICALS PLC PROXY STATEMENT 2015 ANNUAL REPORT MEET EVE Our cover highlights Eve. Soon after becoming a nurse, Eve was diagnosed with leukemia and began receiving intensive cycles of chemotherapy to combat her disease. As part of her leukemia treatment, her physician recommended a hematopoietic stem cell transplant (HSCT). Shortly after her transplant, Eve became very ill and was diagnosed with hepatic veno-occlusive disease (VOD), a rare, life-threatening complication of HSCT. Through an expanded access treatment-investigational new drug protocol in the U.S., Eve received defibrotide, an investigational drug at the time, to manage this complication. To celebrate her recovery, Eve and her husband expanded their family with a new puppy. Today, Eve has resumed nursing to provide patients with the same great care she received during the management of her leukemia and HSCT. On March 30, 2016, the U.S. Food and Drug Administration granted marketing approval for Defitelio® (defibrotide sodium) for the treatment of adult and pediatric patients with hepatic VOD, also known as sinusoidal obstruction syndrome, with renal or pulmonary dysfunction following HSCT. Making a real difference in patients’ lives is at the center of everything we do. The patient story shared in this communication depicts an individual patient’s response to our medicine and is not representative of all patient responses. June 20, 2016 Dear Shareholders, 2015 was another successful year for Jazz Pharmaceuticals. We delivered solid top- and bottom-line growth, while continuing to focus on improving patients’ lives by identifying, developing and delivering clinically meaningful products to patients with disabling or potentially fatal diseases. We executed on our corporate strategy and business model through organic growth of our key marketed products, expansion of lifecycle management programs for our commercial products, and advancement of our clinical development pipeline, including a focus on the evaluation of new indications for our product candidate, JZP-110. We remained active in our corporate development initiatives by evaluating a broad set of acquisition and licensing opportunities. We use a defined set of criteria to identify well-differentiated, clinically meaningful, long-lived products or product candidates that we believe will generate appropriate returns to shareholders. While we did not complete a transaction in 2015, this disciplined approach allowed us to further strengthen our cash position and expand our borrowing capacity, and has positioned us well for future corporate development activities. We achieved a key milestone in 2015 by completing the submission of our new drug application for defibrotide to the U.S. Food and Drug Administration (FDA). On March 30, 2016, the FDA approved Defitelio® (defibrotide sodium) for the treatment of adult and pediatric patients with hepatic VOD with renal or pulmonary dysfunction following HSCT. Defitelio became commercially available in the U.S. in April 2016. Financial performance highlights in 2015 • Total revenues of $1.3 billion, an increase of 13% over 2014, driven primarily by sales of our lead marketed product, Xyrem® (sodium oxybate) oral solution. • GAAP net income attributable to Jazz Pharmaceuticals plc of $329.5 million and adjusted net income attributable to Jazz Pharmaceuticals plc of $600.1 million, an increase of 15% over 2014. • GAAP net income per diluted share attributable to Jazz Pharmaceuticals plc of $5.23 and adjusted net income per diluted share attributable to Jazz Pharmaceuticals plc of $9.52, an increase of 15% over 2014. Other 2015 milestones • In February 2015, the FDA approved the final Xyrem risk evaluation and mitigation strategy (REMS), which we implemented in August 2015. • We initiated patient enrollment in our Phase 3 clinical program for JZP-110 for the treatment of excessive daytime sleepiness (EDS) in patients with narcolepsy and for the treatment of EDS in patients with obstructive sleep apnea in the second quarter. • We continued to repurchase our ordinary shares under share repurchase programs authorized by our board of directors. In 2015, we spent a total of $62 million to repurchase 0.4 million of our ordinary shares under the repurchase programs. • We completed construction of a 54,000 square foot manufacturing and development facility in Ireland in late 2015. Continued execution of our corporate growth strategy In 2016, we look forward to delivering on key financial, commercial and R&D goals that have the potential to drive significant value creation. Our R&D goals for 2016 include obtaining preliminary data from our three Phase 3 safety and efficacy studies of JZP-110 and initiating our Phase 3 study evaluating defibrotide for the prevention of VOD following HSCT in high risk patients, in pursuit of our goal of generating important new therapeutic options for patients. With our strong balance sheet and overall market valuations that are more conducive to transactions that could generate strong returns, we are focused and prepared to execute on corporate development opportunities that have the potential to expand the business and deliver long-term value for our shareholders. We thank you for your ongoing support as we focus on our mission of delivering meaningful products to patients. Sincerely, Bruce C. Cozadd Chairman and Chief Executive Officer Total Revenues 2015 Worldwide Net Product Sales (in millions) $1,400 $1,325 $1,200 $1,173 ERWINAZE/ DEFITELIO/ $1,000 ERWINASE DEFIBROTIDE $872 PRIALT/ $800 OTHER XYREM $600 $400 $200 $0 2013 2014 2015 Net Income Attributable to Jazz Pharmaceuticals plc Net Income Attributable to Jazz Pharmaceuticals plc (in millions) Per Diluted Share GAAP GAAP Non-GAAP Adjusted (unaudited) 1 Non-GAAP Adjusted (unaudited) 1 $700 $10.00 $9.52 $600 $600 $8.31 $520 $8.00 $500 $6.26 $400 $385 $6.00 $5.23 $330 $300 $3.51 $216 $4.00 $200 $2.00 $100 $582 $0.932 $0 $0 2013 2014 2015 2013 2014 2015 1. Represents adjusted net income attributable to Jazz Pharmaceuticals plc (and the related per share amounts), which are non-GAAP financial measures that exclude certain items from GAAP reported net income attributable to Jazz Pharmaceuticals plc (and the related per share amounts). Reconciliations of GAAP reported net income attributable to Jazz Pharmaceuticals plc (and related per share amounts) to non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc (and related per share amounts) for each period presented can be found under the heading “Non-GAAP Financial Measures” in Part II, Item 7 of the enclosed Annual Report on Form 10-K for the year ended December 31, 2015. 2. For 2014, GAAP reported net income attributable to Jazz Pharmaceuticals plc included acquired in-process research and development costs of $203 million, or approximately $3.24 per diluted share, primarily relating to rights for JZP-110 and rights for defibrotide in the Americas. JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY Registered in Ireland – No. 399192 Fourth Floor, Connaught House One Burlington Road Dublin 4, Ireland NOTICE OF 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 4, 2016 Proxy Dear Shareholder: You are cordially invited to attend the 2016 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 4, 2016, at 10:00 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 by separate resolutions the four nominees for director named in the accompanying proxy statement (the “proxy statement”) to hold office until the 2019 annual general meeting of shareholders (Proposal 1). 2. To ratify, on a non-binding advisory basis, the appointment of KPMG, Dublin as the independent auditors of the company for the fiscal year ending December 31, 2016 and to authorize, in a binding vote, the board of directors, acting through the audit committee, to determine the independent auditors’ remuneration (Proposal 2). 3. To approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the accompanying proxy statement (Proposal 3). 4A. To approve amendments to the company’s memorandum of association to make certain administrative adjustments to address the enactment of the Irish Companies Act 2014 and a minor housekeeping matter (Proposal 4A). 4B. To approve amendments to the company’s articles of association to make certain administrative adjustments to address the enactment of the Irish Companies Act 2014 and certain minor housekeeping matters (Proposal 4B). 5. To authorize the company and/or any subsidiary of the company to make open market purchases of the company’s ordinary shares (Proposal 5). 6. To renew the board of directors’ existing authority under Irish law to allot and issue ordinary shares (Proposal 6). 7. To renew the board of directors’ existing authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply (Proposal 7). 8. To approve any motion to adjourn the annual meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve any or all of Proposals