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.

2025 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, and in the case of Ms. Cordova, who is being nominated for the first time. 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 2025 annual general meeting of shareholders.

BOARD HIGHLIGHTS

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

•73% of our Board members are independent

•Average age of directors is 59

•Average tenure of directors is 8.8 years

•36% of our Board members identify as female

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

•73% of directors have international experience

•45% 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

◦Six Board meetings in 2024

◦17 standing committee meetings in 2024

•Directors attended 98% of Board and committee meetings held in 2024

•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

2024 CORPORATE ACHIEVEMENTS

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

•As of December 31, 2024, 4,126 active patients were using Optune Gio® and Optune Lua®, an increase of 10% from year-end 2023.

•In 2024, 6,472 total prescriptions were received, an increase of 6% compared to 2023.

•Received approval of our Premarket Approval ("PMA") application from the U.S. Food and Drug Administration ("FDA") for the use of Optune Lua concurrent with PD-1/PD-L1 inhibitors or docetaxel for the treatment of adult patients with metastatic non-small cell lung cancer ("NSCLC"). Between approval and December 31, 2024, 52 NSCLC prescriptions were received and 20 active patients were on therapy at year-end.

Advanced our clinical and product development pipelines

•Announced results from the phase 3 METIS clinical trial, which explored the efficacy and safety of TTFields therapy together with best supportive care for the treatment of brain metastases from NSCLC following stereotactic radiosurgery. The METIS trial met its primary endpoint as patients treated with TTFields therapy and best supportive care demonstrated a statistically significant extension in time to intracranial progression compared to patients treated with best supportive care alone. Results from the METIS trial were presented at the at the 2024 American Society of Clinical Oncology Annual Meeting.

•Announced positive top-line results from the phase 3 PANOVA-3 clinical trial, which explored the efficacy and safety of TTFields therapy together with gemcitabine and nab-paclitaxel for the treatment of unresectable, locally-advanced pancreatic cancer. The PANOVA-3 trial met its primary endpoint as patients treated with TTFields therapy, gemcitabine and nab-paclitaxel exhibited a statistically significant extension in overall survival compared to patients treated with gemcitabine and nab-paclitaxel alone.

•Received Breakthrough Device designation from the FDA for the use of TTFields therapy for the treatment of brain metastases from NSCLC, as well as for the treatment of unresectable, locally-advanced pancreatic cancer.

•Received approval of our PMA supplement from the FDA for the new Head Flexible Electrode ("HFE") transducer array for use with Optune Gio for the treatment of adult patients with glioblastoma ("GBM"), which are thinner and lighter than previous array designs. Following approval, we began a controlled transition to the HFE array for all patients in the U.S.

•Completed enrollment of the phase 3 TRIDENT clinical trial studying the use of Optune Gio concomitant with radiation and temozolomide.

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

•Launched the phase 3 KEYNOTE D58 clinical trial exploring the use of TTFields therapy together with pembrolizumab and temozolomide for the treatment of newly diagnosed GBM.

•Launched the phase 2 LUNAR-4 clinical trial studying the use of TTFields therapy together with pembrolizumab for the treatment of metastatic NSCLC in patients previously treated with a PD-1/PD-L1 inhibitor and platinum-based chemotherapy.

Developed and expanded our talent pool

•Announced the retirement of Chief Executive Officer ("CEO"), Asaf Danziger, and the promotion of then Chief Financial Officer, Ashley Cordova, to the role of CEO at year-end 2024. In anticipation of Ms. Cordova's promotion, announced the hiring of new Chief Financial Officer, Christoph Brackmann, effective January 1, 2025.

Created shareholder value by building a profitable business

•Generated $605 million in annual net revenues, an increase of 19% compared to 2023.

•Invested $210 million in research and development initiatives to advance our clinical and product development pipelines.

•Cash, cash equivalents and short-term investments totaling $960 million as of December 31, 2024.

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: