Vertical Aerospace Ltd.

PLAN AMENDMENT PROPOSAL

The Board has approved that the Plan be amended, subject to shareholder approval, to increase the numberof shares(or share-based instruments) permitted to be issued under the Planto employees of the Company and its subsidiaries (excluding Awards granted at any time to (i) the Group’s Chief Executive Officer; or (ii) any Non-Employee Director) by 2,767,806 shares, principally in connection with the grant of nil cost option awards, in order to ensure the Company’s incentive and reward framework is sufficiently robust to attract and retain key staff(the “Plan Amendment Proposal”).

Rule 3.1 of the Plan contains a limit on the number of shares(or share-based instruments) which may be issued in connection with Plan awards as follows: “Awards may be made under the Plan covering an aggregate number of Stock equal to the sum of: …for Awards granted to employees of the Group (excluding awards granted at any time to the Company’s Chief Executive Officer or any Non-Employee Director), 9,045,000 shares of Stock, or, if greater and if determined by the Board to be required to fulfil the purposes of the Plan, up to an amount equal to 5% of the Company’s issued Stock from time to time.”

If approved, the Plan Amendment Proposal will increase the limit in Rule 3.1 of the Plan applicable to employees of the Company and its subsidiaries (excluding Awards granted at any time to (i) the Group’s Chief Executive Officer; or (ii) any Non-Employee Director) by 2,767,806 shares, so that the “9,045,000” in Rule 3.1 of the Plan be increased to “11,812,806” shares. The limits applicable to the Group’s Chief Executive Officer and Chair of the Board and non-executive directors are not proposed to be changed and will continue to apply.

For purposes of the Plan Amendment Proposal, shares may be provided by new issue from the authorized share capital of the Company, from Treasury shares or by the acquisition of shares from the market.

Proposal 2 will be approved as an ordinary resolution if a majority of the total votes cast by shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative vote “FOR” the proposal. For the avoidance of doubt, passage of Proposal 2 shall not be conditioned upon the passage of any other proposal being submitted for approval at the AGM.

The Board unanimously recommends a vote to approve and adopt the Plan Amendment Proposal. Unless revoked as provided above, proxies received by management will be voted in favor of such approval unless a contrary vote is specified.

The full text of the resolution to be voted upon at the AGM in respect of the Plan Amendment Proposal is as follows:

The Vertical Aerospace Ltd. 2021 Incentive Award Plan be amended to increase the numberof shares permitted to be issued thereunderto employees of the Company and its subsidiaries (excluding awards granted at any time to the Company’s Chief Executive Officer or any Non-Employee Director) by 2,767,806 shares.

PROPOSAL NO. 3