NovoCure Ltd

This Summary highlights certain information included in this Proxy Statement. This Summary does not contain all of the information that you should consider prior to voting. Please review the complete Proxy Statement and the Annual Report that accompanies the Proxy Statement for additional information.

2024 ANNUAL MEETING OF SHAREHOLDERS

VOTING MATTERS AND BOARD RECOMMENDATIONS

GENERAL INFORMATION

DIRECTOR NOMINEES

You have the opportunity to vote on the election of the following director nominees whose terms of office are expiring. Additional information regarding each director nominee’s experience, skills and qualifications to serve as a member of our Board can be found in the Proxy Statement under Proposal 1 – Election of Directors. All of our directors are being elected for a one-year term at the 2024 annual general meeting of shareholders.

BOARD HIGHLIGHTS

The statistics below relate to our current directors, including nominees:

•80% of our Board members are independent

•Average age of directors is 59.6

•Average tenure of directors is 8.7 years

•30% of our Board members identify as female

•Highly qualified directors reflect broad mix of business backgrounds, skills and experiences

•70% of directors have international experience

•30% of directors have experience as a public company Chief Executive Officer ("CEO") or executive chair in the past five years

The table below provides certain highlights of the composition of our Board members and nominees as of the record date, with categories as set forth by Nasdaq Listing Rule 5606):

CORPORATE GOVERNANCE HIGHLIGHTS

•Separate Executive Chairman of the Board and Chief Executive Officer positions

•Strong Lead Independent Director position

•Three fully independent Board committees

•Executive session of independent directors and committee members held at each regularly-scheduled Board meeting and committee meeting

•Frequent Board and committee meetings to ensure awareness and alignment

◦Seven Board meetings in 2023

◦16 standing committee meetings in 2023

•Directors attended 98.46% of Board and committee meetings held in 2023

•Annual Board and committee self-assessments and discussions with individual directors

•Strong clawback and anti-hedging/anti-pledging policies

•Senior executives do not receive tax gross-ups on severance or change in control benefits

•Significant share ownership requirements for directors and senior executives

•Our Board and its committees have an active role in risk oversight

2023 CORPORATE ACHIEVEMENTS

Increased acceptance of Tumor Treating Fields therapy ("TTFields")

•3,755 active patients on Optune Gio® and Optune Lua® as of December 31, 2023, an increase of 9% from the same period in 2022.

•Received 6,083 total prescriptions in 2023, an increase of 10% compared to 2022.

•Received regulatory approval and successfully launched Optune Gio for the treatment of newly diagnosed glioblastoma ("GBM") in France.

Advanced our clinical and product development pipelines

•Announced the results from the phase 3 LUNAR clinical trial, which explored the efficacy and safety of TTFields therapy together with physician’s choice immune checkpoint inhibitor or docetaxel (collectively, “systemic therapies”) for the treatment of metastatic non-small cell lung cancer (“NSCLC”) following disease progression on or after use of platinum-based chemotherapy. Patients treated with TTFields and systemic therapies demonstrated a statistically significant and clinically meaningful improvement in overall survival without an increase in systemic toxicity. Results of the LUNAR clinical trial were published in The Lancet Oncology and served as the clinical basis for a Premarket Approval (“PMA”) application, which was submitted to the U.S. Food and Drug Administration (“FDA”) and is currently under substantive review.

•Completed enrollment in the phase 3 PANOVA-3 clinical trial, studying the use of TTFields therapy and paclitaxel and gemcitabine for the treatment of locally advanced pancreatic cancer, and the phase 3 METIS clinical trial, studying the use of TTFields monotherapy following stereotactic radiosurgery for the treatment of brain metastases from NSCLC.

•Launched the phase 3 LUNAR-2 clinical trial, exploring the use of TTFields therapy together with platinum-based chemotherapy and the anti-PD-1 therapy pembrolizumab for the first-line treatment of metastatic NSCLC.

•Launched the phase 2 PANOVA-4 clinical trial, in collaboration with Roche, studying the use of TTFields therapy together with paclitaxel, gemcitabine, and the PD-L1 inhibitor atezolizumab for the treatment of metastatic pancreatic cancer.

•Successfully launched our lighter, thinner next generation arrays for the treatment of newly diagnosed glioblastoma in multiple European markets.

•Submitted a PMA supplement application to the FDA for the use of our next generation arrays for the treatment of newly diagnosed GBM in the U.S.

Developed and expanded our talent pool

•Restructured and expanded executive leadership team to solidify and strengthen leadership capability in anticipation of a period of significant innovation and growth, including the hiring of Chief Human Resources Officer, Michael Puri, and Chief Medical Officer, Nicolas Leupin, MD, PhD.

•Increased total employee headcount to 1,497 as of December 31, 2023, a year-over-year increase of 13%.

Created shareholder value by building a profitable business

•Generated $509 million in annual net revenues.

•Invested a record $223 million in research and development initiatives to advance our clinical and product development pipelines.

•Cash, cash equivalents and short-term investments totaling $910 million at December 31, 2023.

EXECUTIVE COMPENSATION HIGHLIGHTS

The primary objectives of our executive compensation program are to attract, retain and motivate superior executive talent, to provide incentives that reward the achievement of performance goals that we believe support the enhancement of shareholder value and to align the executives’ interests with those of shareholders through long-term incentives. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our shareholders’ long-term interests: