Vertical Aerospace Ltd.

Execution Version

**AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF

SERIES A CONVERTIBLE PREFERRED SHARES

OF

VERTICAL AEROSPACE LTD.

I, Stuart Simpson, hereby certify that I am the Chief Executive Officer of Vertical Aerospace Ltd. (the “Company”), an exempted company incorporated with limited liability in the Cayman Islands, and further do hereby certify on behalf of the Company and not in my personal capacity:

WHEREAS, that pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s Fifth Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”), the Board, or a committee thereof, on April 20, 2026, adopted resolutions creating a series of three hundred twenty five thousand five hundred ninety (325,590) preferred shares having a par value of $0.001 per share, designated as “Series A Convertible Preferred Shares”;

WHEREAS, that, in accordance with the provisions of the Memorandum and Articles of Association, the Board authorized the establishment, allotment and issuance of a series of preferred shares, par value $0.001 per share, of the Company designated as “Series A Convertible Preferred Shares” and fixed the designation and number of shares thereof and the voting and other relative rights, powers and preferences of the shares of such series and the qualifications, limitations and restrictions thereof, as set forth in the Certificate of Designations of Series A Convertible Preferred Shares, dated April 20, 2026 (the “Original Certificate of Designations”); and

WHEREAS, that, in accordance with the provisions of the Memorandum and Articles of Association, the Board, on August 11, 2026, approved the amendment and restatement in its entirety of the Original Certificate of Designations in the form of this Amended and Restated Certificate of Designations (this “Certificate of Designations”).

WHEREAS, on August 10, 2026, the Required Holders, by written consent, approved the amendment and restatement in its entirety of the Original Certificate of Designations in the form of this Certificate of Designations.

NOW THEREFORE, BE IT RESOLVED, that, pursuant to the authority expressly vested in the Board and in accordance with the provisions of the Memorandum and Articles of Association, the Original Certificate of Designations shall, subject to approval of the Required Holders, be amended and restated as follows: