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Definitive Additional Materials

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Dear Shareholder:

An extraordinary general meeting of shareholders (the “EGM”) of Jazz Pharmaceuticals plc, a public limited company formed under the laws of Ireland (the “company”), will be held on Thursday, September 23, 2021, at 3:30 p.m. local time at our corporate headquarters located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland, for the following purposes:

1.   To grant the board of directors 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 1).

2.   To approve any motion to adjourn the EGM, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the EGM to approve Proposal 1 (Proposal 2).

To conduct any other business properly brought before the EGM.

Proposal 1 is a special resolution, requiring the approval of not less than 75% of the votes cast (in person or by proxy) at the EGM. Proposal 2 is an ordinary resolution, requiring the affirmative vote of a majority of the votes cast (in person or by proxy) at the EGM. Under the company’s Memorandum and Articles of Association (our “articles”), and the Irish Companies Act 2014 (the “2014 Act”), both of the proposals are deemed to be special business.

The record date for the EGM is August 19, 2021. Only shareholders of record at the close of business on that date may vote at the EGM or any adjournment or postponement thereof.

A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend, speak and vote instead of him or her at the EGM, using the enclosed proxy card (or the form of proxy contained in section 184 of the 2014 Act) or using an electronic proxy card by telephone or via the internet in the manner described in this proxy statement. A proxy need not be a shareholder of record.

Whether or not you expect to attend the EGM, please vote as soon as possible. You may vote your shares:

Over the Telephone

1-800-690-6903

Via the Internet

www.proxyvote.com

By Mail

Complete, sign and return the enclosed proxy card

In Person

Attend EGM

You may submit your proxy card or voting instruction card by mailing your proxy card or voting instruction card in the envelope provided. Proxy cards must be received by September 22, 2021. Electronic proxy cards submitted via the internet or by telephone must be received by 11:59 p.m., U.S. Eastern Time, on September 22, 2021. It may not be possible to count proxy cards received after the relevant time towards voting. Proxy cards received will be forwarded to the company’s registered office electronically before commencement of the EGM to comply with Irish law. 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 agent, and you wish to vote at the EGM, you must obtain a proxy issued in your name from that record holder.

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2021 NOTICE OF MEETING AND PROXY STATEMENT   

2021 NOTICE OF MEETING AND PROXY STATEMENT   

2021 NOTICE OF MEETING AND PROXY STATEMENT   

2021 NOTICE OF MEETING AND PROXY STATEMENT   

Name and Address of Beneficial Owner⁽¹⁾

Percentage of

Total

5% Shareholders:

BlackRock, Inc.⁽³⁾

55 East 52nd Street

New York, NY 10055

The Vanguard Group⁽⁴⁾

100 Vanguard Blvd.

Malvern, PA 19355

Renaissance Technologies LLC⁽⁵⁾

800 Third Avenue

New York, NY 10022

Named Executive Officers and Directors:

Bruce C. Cozadd⁽⁶⁾

Daniel N. Swisher, Jr.⁽⁷⁾

Renée Galá⁽⁸⁾

Robert Iannone, M.D., M.S.C.E⁽⁹⁾

Kim Sablich⁽¹⁰⁾

Jennifer E. Cook⁽¹¹⁾

Patrick G. Enright⁽¹²⁾

Peter Gray⁽¹³⁾

Heather Ann McSharry⁽¹⁴⁾

Seamus Mulligan⁽¹⁵⁾

Kenneth W. O’Keefe⁽¹⁶⁾

Anne O‘Riordan⁽¹⁷⁾

Norbert G. Riedel, Ph.D.⁽¹⁸⁾

Mark D. Smith, M.D.⁽¹⁹⁾

Catherine A. Sohn, Pharm.D.⁽²⁰⁾

Rick E Winningham⁽²¹⁾

All directors and executive officers as a group (21 persons)⁽²²⁾

Less than 1%.

Unless otherwise provided in the table above or in the notes below, the address for each of the beneficial owners listed is c/o Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland.

This table is based upon information supplied by officers and directors as well as Schedules 13G or 13G/A filed with the SEC by beneficial owners of more than five percent of our ordinary shares. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the shareholders named in this table has sole voting and investment power with respect to the ordinary shares indicated as beneficially owned. Applicable percentages are based on 61,155,146 ordinary shares outstanding on August 6, 2021, adjusted as required by rules promulgated by the SEC. The number of shares beneficially owned includes ordinary shares issuable pursuant to the exercise of stock options that are exercisable and RSUs that will vest within 60 days of August 6, 2021. Shares issuable pursuant to the exercise of stock options that are exercisable and RSUs that will vest within 60 days of August 6, 2021 are deemed to be outstanding and beneficially owned by the person to whom such shares are issuable for the purpose of

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computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

This information is based on a Schedule 13G/A filed with the SEC on February 5, 2021 by BlackRock, Inc., or BlackRock. According to the Schedule 13G/A, as of December 31, 2020, BlackRock has sole power to vote or direct the vote of 5,878,981 ordinary shares and sole power to dispose or direct the disposition of 6,395,173 ordinary shares. The Schedule 13G/A also indicates that BlackRock is acting as a parent holding company for a number of entities that beneficially owned the ordinary shares being reported. The Schedule 13G/A provides information only as of December 31, 2020 and, consequently, the beneficial ownership of the above-mentioned entity may have changed between December 31, 2020 and August 6, 2021.

This information is based on a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group, or Vanguard. According to the Schedule 13G/A, as of December 31, 2020, Vanguard has shared power to vote or direct the vote of 51,993 ordinary shares, sole power to dispose or direct the disposition of 4,748,290 ordinary shares, and shared power to dispose or direct the disposition of 129,603 shares. The Schedule 13G/A provides information only as of December 31, 2020 and, consequently, the beneficial ownership of the above-mentioned entity may have changed between December 31, 2020 and August 6, 2021.

This information is based on a Schedule 13G/A filed with the SEC on February 11, 2021 by Renaissance Technologies, LLC, or Renaissance, on behalf of itself and Renaissance Technologies Holdings Corporation, or RTHC. According to the Schedule 13G/A, as of December 31, 2020, Renaissance has sole power to vote or direct the vote of 3,099,050 ordinary shares and sole power to dispose or the direct the disposition of 3,099,050 ordinary shares. Of these shares, RTHC, as a result of its majority ownership of Renaissance, is the beneficial owner of 3,099,050 ordinary shares, with sole power to vote or direct the vote of 3,099,050 ordinary shares and sole power to dispose or direct the disposition of 3,099,050 ordinary shares. The Schedule 13G/A provides information only as of December 31, 2020 and, consequently, the beneficial ownership of the above-mentioned entities may have changed between December 31, 2020 and August 6, 2021.

Includes 680,928 ordinary shares Mr. Cozadd has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 80,624 ordinary shares Mr. Swisher has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 15,562 ordinary shares Ms. Galá has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 28,478 ordinary shares Dr. Iannone has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 14,000 ordinary shares Ms. Sablich has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Ms. Cook joined our board of directors effective December 1, 2020.

Includes 15,305 ordinary shares Mr. Enright has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 36,850 ordinary shares Mr. Gray has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 36,850 ordinary shares Ms. McSharry has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 37,850 ordinary shares Mr. Mulligan has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 33,350 ordinary shares Mr. O’Keefe has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 17,683 ordinary shares Ms. O’Riordan has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 36,850 ordinary shares Dr. Riedel has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Dr. Smith joined our board of directors effective December 1, 2020.

Includes 28,850 ordinary shares Dr. Sohn has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 28,850 ordinary shares Mr. Winningham has the right to acquire pursuant to options exercisable within 60 days of August 6, 2021.

Includes 1,184,598 ordinary shares that our executive officers and non-employee directors have the right to acquire pursuant to options exercisable within 60 days of August 6, 2021 and 120 ordinary shares that an executive officer is expected to receive pursuant to RSUs scheduled to vest within 60 days of August 6, 2021.

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Why am I receiving these materials?

Our board of directors is soliciting your proxy to vote at the EGM, including at any adjournments or postponements of the EGM. This proxy statement contains important information regarding the EGM, the proposals on which you are being asked to vote, information you may find useful in determining how to vote and voting procedures.

What are the potential impacts of the COVID-19 pandemic on the EGM?

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://www2.hse.ie/conditions/covid19/.

The EGM 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 EGM, a change in venue or format of the meeting we will announce our decision by press release and/or filing with the Securities and 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 of the EGM.

Who can vote at the EGM?

Only shareholders of record at the close of business on August 19, 2021, the record date for the EGM, will be entitled to vote at the EGM.

If, at the close of business on August 19, 2021, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a shareholder of record. As a shareholder of record, you may vote in person at the EGM or vote by proxy. Whether or not you plan to attend the EGM, we urge you to vote by proxy over the telephone or via the internet as instructed below, or vote by completing and mailing the enclosed proxy card.

If, at the close of business on August 19, 2021, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other agent, then you are the beneficial owner of shares held in “street name” and these proxy materials are being sent to you by that broker, bank or other agent. The broker, bank or other agent holding your account is considered to be the shareholder of record for purposes of voting at the EGM. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account as set forth in the voting instruction form you received from your broker, bank or other agent. You are also invited to attend the EGM. However, since you are not the shareholder of record, you may not vote your shares in person at the EGM unless you request and obtain a valid proxy from your broker, bank or other agent.

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What am I voting on?

There are two matters scheduled for a vote at the EGM:

Granting to the board of directors 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 1).

Approval of any motion to adjourn the EGM, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the EGM to approve Proposal 1 (Proposal 2).

What are the board’s voting recommendations?

The board of directors recommends that you vote your shares “FOR” both of the proposals.

What if another matter is properly brought before the EGM?

The board of directors knows of no other matters that will be presented for consideration at the EGM. If any other matters are properly brought before the EGM, it is the intention of the persons named in the accompanying proxy, referred to in this proxy statement as the “proxy holders,” to vote on those matters in accordance with their best judgment.

How do I vote?

You may vote “FOR” or “AGAINST” or abstain from voting on each proposal.

If you are a shareholder of record, you may vote in person at the EGM, you may vote by electronic proxy over the telephone or via the internet as instructed below, or you may vote by completing and mailing the enclosed proxy card. Whether or not you plan to attend the EGM, we urge you to vote by proxy to ensure your vote is counted. You may still attend the EGM and vote in person even if you have already voted by proxy. However, as noted above, in light of the COVID-19 pandemic, we strongly recommend that you vote your shares by proxy in advance of the meeting.

To vote in person, come to the EGM and we will give you a ballot when you arrive. Please bring your admission ticket or proof of ownership, as further discussed under “Do I need a ticket to attend the EGM?” below.

To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards must be received by September 22, 2021. If you return your signed proxy card before this time, we will forward it to the company’s registered office electronically in accordance with Irish law and we will vote your shares as you direct.

To vote by telephone, dial toll-free +1.800.690.6903 within the United States, U.S. territories and Canada using a touch-tone phone and follow the recorded instructions to submit an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m., U.S. Eastern Time, on September 22, 2021 to be counted.

To vote via the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m., U.S. Eastern Time, on September 22, 2021 to be counted.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form with these proxy materials from that broker, bank or other agent rather than from us. Simply follow these voting instructions to ensure that your vote is counted. Alternatively, you

2021 NOTICE OF MEETING AND PROXY STATEMENT   

may vote by telephone or via the internet as instructed by your broker, bank or other agent. To vote in person at the EGM, you must request and obtain a valid proxy from your broker, bank, or other agent. Follow the voting instructions from your broker, bank or other agent, or contact your broker, bank or other agent to request a proxy form. However, as noted above, in light of the COVID-19 pandemic, we strongly recommend that you vote your shares by proxy in advance of the meeting.

How many votes do I have?

On each matter to be voted upon, you have one vote for each ordinary share you owned as of the close of business on August 19, 2021.

If I am a shareholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a shareholder of record and you do not vote by completing and mailing the enclosed proxy card, vote by proxy via the internet or by telephone, or vote in person at the EGM, your shares will not be voted.

If you are a shareholder of record and you do not specify your vote on each proposal individually when voting by proxy via the internet or by telephone, or if you sign and return the enclosed proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the EGM. The voting recommendations of the board of directors are set forth under “What are the board’s voting recommendations?” above.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange (NYSE), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, we have been advised by the NYSE that both of the proposals are considered to be a “routine” matter under NYSE rules meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on each of the proposals.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or are registered in different accounts. Please follow the voting instructions on each set of proxy materials to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the commencement of the EGM. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

You may submit another properly completed proxy card with a later date.

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You may grant a subsequent proxy by telephone or via the internet.

You may send a timely written notice that you are revoking your proxy to our Company Secretary at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland.

You may attend the EGM and vote in person. Simply attending the EGM will not, by itself, revoke your proxy.

Your most recent proxy card or telephone or internet proxy is the one that is counted.

If your shares are held by your broker, bank or other agent as a nominee or agent, you should follow the instructions provided by your broker, bank or other agent.

Do I need a ticket to attend the EGM?

Yes, you will need an admission ticket or proof of ownership of ordinary shares to enter the EGM. If you are a shareholder of record, your admission ticket is attached to the enclosed proxy card. If you plan to attend the EGM, please so indicate when you vote and bring the ticket and valid photo identification with you to the EGM. If your shares are held in the name of a bank, broker or other holder of record, your admission ticket is on your voting instruction form. If you do not bring your admission ticket, you will need proof of ownership to be admitted to the EGM. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership. If you arrive at the EGM without an admission ticket, we will admit you only if we are able to verify that you are a shareholder of our company. For directions to attend the EGM in person, please contact our Investor Relations department at +353.1.634.7892 (Ireland) or +1.650.496.2800 (United States) or by email at investorinfo@jazzpharma.com.

How are votes counted?

Votes will be counted by the inspector of elections appointed for the meeting. The inspector of elections will separately count votes “FOR” and “AGAINST,” and abstentions. Because we have been advised by the NYSE that both of the proposals are considered to be “routine” matters under NYSE rules, we do not expect any broker non-votes on either of the proposals.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or other such agent cannot vote the shares on such matters. These un-voted shares are counted as “broker non-votes.” None of the proposals are considered to be “non-routine” under NYSE rules and we therefore do not expect any broker non-votes on any of the proposals.

How many votes are needed to approve each proposal?

Assuming that a quorum is present at the EGM, the following votes will be required for approval:

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What are the treatment and effect of abstentions?

Abstentions will be treated as shares present for purposes of determining the presence of a quorum for the transaction of business at the EGM. Abstentions will not, however, be considered votes cast at the EGM. Because the approval of all of the proposals is based on the votes cast at the EGM, abstentions and broker non-votes (if any) will not have any effect on the outcome of voting on the proposals.

What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if shareholders holding a majority of the issued and outstanding ordinary shares entitled to vote as of the record date are present at the EGM or represented by proxy. On the record date, there were ordinary shares outstanding and entitled to vote. Your shares will be counted towards the quorum only if you submit a valid proxy (or if one is submitted on your behalf by your broker, bank or other agent) or, provided that you are a shareholder of record, if you vote in person at the EGM. Abstentions will be counted towards the quorum requirement. If there is no quorum within one hour of the time scheduled for the EGM, the EGM will stand adjourned to September 30, 2021 at 3:30 p.m. local time at the same location, or such other time or place as the board of directors may determine.

How can I find out the results of the voting at the EGM?

Preliminary voting results will be announced at the EGM. In addition, final voting results will be published in a quarterly report on Form 10-Q or a current report on Form 8-K that we expect to file with the SEC within four business days after the EGM. If final voting results are not available to us in time to file a Form 10-Q or a Form 8-K within four business days after the EGM, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What proxy materials are available on the internet?

This proxy statement is available at https://materials.proxyvote.com/G50871.

Who should I call if I have any questions?

If you require any assistance in voting your shares or have any other questions, please contact Alliance Advisors, our proxy solicitor, at +1.855.600.8108.

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2021 NOTICE OF MEETING AND PROXY STATEMENT   

2021 NOTICE OF MEETING AND PROXY STATEMENT