Jazz Pharmaceuticals PLC

Proposal asks shareholders to ratify KPMG as independent auditors on a non-binding basis and to authorize the Board (through the Audit Committee) to set their remuneration. Management is seeking shareholder endorsement as a governance best practice and to provide transparency and accountability regarding auditor selection and fees; Irish law would reappoint KPMG absent a vote but the company seeks an advisory vote to solicit shareholder views. The board recommends FOR because the Audit Committee annually reviews KPMG’s independence, performance and fees, finds retention appropriate given continuity since 2012 and believes retaining KPMG is in shareholders’ interest; the proposal is routine and carries limited controversy.

Management asks shareholders to approve, on a non-binding advisory basis, the company’s executive compensation disclosures (‘say-on-pay’). The vote allows shareholders to express support or concern about pay practices. Management recommends FOR, noting historical strong shareholder support (~94% in 2025) and that compensation is structured to align pay with performance via performance-based PSUs, RSUs, bonuses, share ownership guidelines, clawback policies, and independent committee oversight. While advisory, the board and Compensation Committee will consider the vote outcome in future compensation decisions.

This management proposal seeks shareholder authorization under Irish law to permit the board to allot and issue ordinary shares within the company’s existing authorized but unissued share capital for five years. Management argues this is necessary because, under Irish law, directors require shareholder authority to allot shares and without renewal the company would be forced to obtain shareholder approval on a transactional basis, which could impede timely execution of strategic transactions and put the company at a competitive disadvantage versus U.S.-incorporated peers. The board recommends FOR, citing disciplined historical use of equity, compliance with Nasdaq and SEC rules, continued subjectivity to Irish pre-emption rights for cash issuances unless the opt-out is approved, and a commitment to capital stewardship. The resolution does not increase authorized capital and is framed as preserving flexibility for M&A, financings and corporate development while maintaining governance safeguards and shareholder protections.

This shareholder-approved special resolution asks for a limited opt-out from Irish statutory pre-emption rights, allowing the board to issue shares for cash without first offering them to existing shareholders on a pro rata basis. The authority is constrained: it covers up to 20% of issued share capital and lasts 18 months, a narrower scope than Irish law permits. Management frames the request as necessary to maintain competitive flexibility to pursue acquisitions, capital raises or other transactions quickly in competitive bidding contexts where timing and confidentiality are important. It emphasizes that the company remains subject to Nasdaq and SEC rules, Irish fiduciary duties and other shareholder protections. The board recommends FOR because the limited, temporary opt-out balances strategic agility and shareholder protection; if not approved, the company may face delays and competitive disadvantages when pursuing transactions requiring cash-paid share consideration.

This is a management proposal to authorize adjournment of the AGM to allow solicitation of additional proxies if there are insufficient votes to pass either the board authority to allot shares (Proposal 4) or the opt-out of pre-emption rights (Proposal 5). The adjournment mechanism is a practical governance measure that allows management and the board to secure necessary shareholder support without reconvening a separate meeting. The board recommends FOR to preserve the ability to obtain required majorities by continuing solicitation if needed; passage ensures smoother execution of shareholder approval processes if margins are tight but is non-controversial.