Explanatory Note: In connection with the solicitation of proxies with respect to the proposals set
forth in the definitive proxy statement of GW Pharmaceuticals plc (GW) dated March 15, 2021, the following email was prepared for use by GWs proxy solicitor, D.F. King.
Dear GW Pharmaceuticals plc Shareholder,
YOUR VOTE IS IMPORTANT
We are contacting you regarding
the proposed acquisition of GW Pharmaceuticals plc (GW) by a wholly-owned subsidiary of Jazz Pharmaceuticals Public Limited Company (Jazz) (the Proposed Transaction), to be implemented by way of a court-sanctioned
scheme of arrangement (the Scheme of Arrangement). Further details of the Proposed Transaction are set out in the Proxy Statement dated March 15, 2021, which has been separately sent to you and which is also published on the US
Securities and Exchange Commission website at www.sec.gov and available for download at www.gwpharm.com/acquisition-by-jazz-pharmaceuticals.
GW has appointed D.F. King to provide assistance with its shareholder communications regarding the Proposed Transaction. Attached is the Letter of
Authorisation confirming our appointment.
As mentioned in the Proxy Statement, the GW shareholder meetings to approve the Proposed Transaction will be
held on April 23, 2021 and will consist of (1) a Court Meeting to consider and vote on the Scheme of Arrangement, which is convened with the permission of the High Court of England and Wales, and (2) a General Meeting of the GW
shareholders to consider and vote on certain additional matters needed to implement the Proposed Transaction. As set out in the Proxy Statement, the GW board of directors unanimously recommends that you vote in favor of the resolutions to be
proposed at the Court Meeting and General Meeting.
If you are a direct holder of GW ordinary shares, Link Group (as GWs registrar) must
receive your forms of proxy for the Court Meeting and the General Meeting by 2:00 p.m. and 2:15 p.m. (London time), respectively, on April 21, 2021.
If you are a holder of GW American Depositary Shares (ADSs), Citibank, N.A., as depositary, must receive your voting instructions for the Court
Meeting and the General Meeting by 10:00 a.m. (New York time) on April 19, 2021.
Further details of how to return proxy votes or submit voting
instructions are set out in the Proxy Statement.
D.F. King will be following up to answer any questions you may have around the Proposed Transaction. In
the meantime, it would be greatly appreciated if you could let us know if you have any questions around the shareholder meetings or voting process, and whether you have any points you would like to raise with GW.
For your information, the ADS and ordinary share details are as follows:
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Issuer
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ISIN
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Ticker
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GW Pharmaceuticals plc
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US36197T1034 (ADSs)
GB0030544687
(Ords)
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GWPH (ADSs)
GWPRF
(Ords)
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In case you are not the right person to contact regarding the Proposed Transaction, it would be highly appreciated if you
could forward this email to the responsible person or department.
Thank you in advance for your consideration,