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6-K 1 ef20051407_6k.htm 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-41169

Vertical Aerospace Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Unit 1 Camwal Court, Chapel Street

Bristol BS2 0UW

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

In connection with the 2025 annual general meeting of shareholders (the “AGM”) of Vertical Aerospace Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), the Company hereby furnishes a circular to the Company’s shareholders as Exhibit 99.1, providing notice of the AGM to the Company’s shareholders, and including a letter to the Company’s shareholders and a form of proxy card in connection with the proposals sought to be adopted by the AGM.

On July 1, 2025, the Company issued a press release in relation to the calling of the AGM, a copy of which is furnished as Exhibit 99.2 hereto

INCORPORATION BY REFERENCE

The information included in this Report on Form 6-K (excluding Exhibit 99.2) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756, File No. 333-284763 and File No. 333-287207) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VERTICAL AEROSPACE LTD.

Date: July 1, 2025	By:	/s/ Stuart Simpson
		Stuart Simpson
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Circular to Shareholders Relating to an Annual General Meeting
99.2		Press release of Vertical Aerospace Ltd. dated July 1, 2025

EX-99.1 2 ef20051407_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

VERTICAL AEROSPACE LTD.

Incorporated and registered in the Cayman Islands (Company Registration No: 376116)

(the “Company”)

Circular relating to an Annual General Meeting to consider, and if thought fit, pass the Resolutions detailed herein.

Notice of an Annual General Meeting of Vertical Aerospace Ltd. (the “AGM”) to be held at 3:00 pm GMT on August 5, 2025 at the offices of the Company: Unit 1 Camwal Court, Chapel Street, Bristol, BS2 0UW, United Kingdom, for the purpose of considering and, if thought fit, passing the resolutions detailed in this Circular. The AGM may transact such other business as may properly come before the meeting and any and all postponements or adjournments thereof.

Only shareholders of record of the Company as of the close of business on June 23, 2025 are entitled to receive the notice of, and to vote at, the AGM. Each ordinary share of the Company, par value $0.001 per share (an “ordinary share”), entitles the holder thereof to one vote.

The accompanying form of proxy for use by shareholders should be completed and returned in accordance with the instructions printed thereon so as to be received by the Company (details for delivery below) as soon as possible. To be valid, all votes online or by phone must be received by 11:59 p.m. Eastern Time on August 4, 2025. All votes by mail must be received not less than 24 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy by a shareholder will not preclude him, her or it from attending and voting in person at the AGM. In such event the relevant form of proxy will be deemed to be revoked.

VERTICAL AEROSPACE LTD.

Registered Office: Walkers Corporate Limited, 190 Elgin Avenue,

George Town, Grand Cayman, KY1-9008, Cayman Islands

July 1, 2025

To all shareholders of the Company

Dear Shareholder

On behalf of the Company, we are pleased to invite you to the Annual General Meeting of Shareholders (the “AGM”) of Vertical Aerospace Ltd. (the “Company”) to be held at 3:00 pm GMT on August 5, 2025 at the offices of the Company: Unit 1 Camwal Court, Chapel Street, Bristol, BS2 0UW, United Kingdom. Only shareholders of record of the Company as of the close of business on June 23, 2025 are entitled to notice of, and to vote at, the AGM. Each ordinary share of the Company entitles the holder thereof to one vote.

The following proposals will be submitted to shareholders for approval at the AGM:

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Ratification of Appointment of Auditors Proposal”);

To approve by ordinary resolution, that the Vertical Aerospace Ltd. 2021 Incentive Award Plan (the “Plan”), be amended and restated to, among other things, increase the share reserve, amend rules relating to Plan stock limits, amend the rules relating to the treatment of awards upon the occurrence of a change in control, as well as certain other amendments for the purposes of clarity and consistency, in the form set forth in Schedule A of this Circular (the “Plan Amendment Proposal”).

To approve by ordinary resolution the adjournment of the AGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals No. 1 – 2 (the “Adjournment Proposal”).

The AGM may transact such other business as may properly come before the meeting.

The Board of Directors of the Company (the “Board”) unanimously recommends a vote “for” all foregoing items of business, which are more fully described below in this Circular. We encourage you to read this Circular and the additional documentation referred to in it carefully. We hope you will agree with the recommendation of the Board by approving all of the proposals listed above.

As used in this Circular, unless otherwise indicated, references to “Vertical,” the “Company,” “we,” “us,” and “our,” and similar references refer collectively to Vertical Aerospace Ltd., together with its consolidated subsidiaries as a consolidated entity.

We value and thank you for your continued support and look forward to welcoming you to our AGM on August 5, 2025.

Yours faithfully,

The Board

For and on behalf of

VERTICAL AEROSPACE LTD.

incorporated in the Cayman Islands

(Company Registration No.: 376116)

NOTICE OF AN ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY

NOTICE is hereby given that the Annual General Meeting of Shareholders of Vertical Aerospace Ltd. (the “Company”) for the year ending December 31, 2025 (the “AGM”) will be held at 3:00 pm GMT on August 5, 2025 at the offices of the Company: Unit 1 Camwal Court, Chapel Street, Bristol, BS2 0UW, United Kingdom.

The following proposals will be submitted to shareholders for approval at the AGM:

BY WAY OF ORDINARY RESOLUTION, to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Ratification of Appointment of Auditors Proposal”).

BY WAY OF ORDINARY RESOLUTION, to approve that the Vertical Aerospace Ltd. 2021 Incentive Award Plan (the “Plan”), be amended and restated to, among other things, increase the share reserve, amend rules relating to Plan stock limits, amend the rules relating to the treatment of awards upon the occurrence of a change in control, as well as certain other amendments for the purposes of clarity and consistency, in the form set forth in Schedule A of this Circular (the “Plan Amendment Proposal”).

BY WAY OF ORDINARY RESOLUTION, to approve the adjournment of the AGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals No. 1 – 2 (the “Adjournment Proposal”).

The AGM may transact such other business as may properly come before the meeting and any and all postponements or adjournments thereof.

PROPOSAL NO. 1

RATIFICATION OF APPOINTMENT OF AUDITORS PROPOSAL

General

The Audit Committee of the Board (the “Audit Committee”), which is composed entirely of independent directors, has selected PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2025. Ratification of the selection of PricewaterhouseCoopers LLP by shareholders is not required by law. However, as a matter of good corporate practice, such selection is being submitted to the shareholders for ratification at the AGM.

PricewaterhouseCoopers LLP also served as our independent registered public accounting firm for the fiscal years ended December 31, 2023 and December 31, 2024. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services.

If the shareholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP, but may, in their discretion, retain PricewaterhouseCoopers LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders.

Vote Required

Proposal No. 1 will be approved 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. Abstentions and broker non-votes will have no effect on the

result of the vote.

Recommendation of the Board

The Board unanimously recommends a vote to approve the Ratification of Appointment of Auditors 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 Ratification of Appointment of Auditors Proposal is as follows:

IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT:

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 be ratified.

PROPOSAL NO. 2

PLAN AMENDMENT PROPOSAL

General

The Board has approved that the Plan be amended, subject to shareholder approval, to (a) increase the share reserve and amend rule 3.1 of the Plan relating to Plan stock limits to allow flexibility in calculating the share limit headroom while ensuring that the limits remain within acceptable levels, (b) amended the leaver provisions in relation to the treatment of awards upon the award recipient’s leaving the Company, including upon the occurrence of a change of control event, and (c) certain other amendments for the purposes of clarity and consistency, in the form set forth in Schedule A of this Circular (the “Plan Amendment Proposal”).

Vote Required

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. Abstentions and broker non-votes will have no effect on the result of the vote.

Recommendations of the Board

The Board of Directors 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:

IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT:

The Vertical Aerospace Ltd. 2021 Incentive Award Plan be amended and restated to, among other things, increase the share reserve, amend rules relating to Plan stock limits, amend the rules relating to the treatment of awards upon the occurrence of a change in control, as well as certain other amendments for the purposes of clarity and consistency, in the form set forth in Schedule A of this Circular.

PROPOSAL NO. 3

ADJOURNMENT PROPOSAL

The adjournment proposal, if approved, will allow the chairman of the AGM (who has agreed to act accordingly) to adjourn the AGM to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the AGM to approve the proposals 1-2 in this Circular. In that event, we will ask shareholders to vote only upon the adjournment proposal and not on any another proposal discussed in this Circular. If the adjournment proposal is approved by our shareholders, the chairman of the meeting has the power to adjourn the AGM to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the AGM to approve the proposals.

Vote Required

Proposal No. 3 will be approved 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. Abstentions and broker non-votes will have no effect on the result of the vote.

Recommendation of the Board

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

Dated this July 1, 2025

By Order of the Board

Schedule A

Amended and Restated Plan

Insertions in relation to the Plan Amendment Proposal are indicated by double-underlined. Deletions are indicated by strikethrough text.

RULES

OF THE

VERTICAL AEROSPACE LTD. 2021

INCENTIVE AWARD PLAN

Board adoption:	9 December 2021
Stockholders’ approval:	14 December 2021
Expiry date:	14 December 2031

Date of amendment and restatement	Amendment and restatement change:.
27 January 2023	Schedule 3 addition - approved by the Compensation Committee of the board of directors.
16 September 2024	Rule 3.1 - change in Stock limit as approved by Stockholders on 16 September 2024.
[5 August 2025	Amendment changes as approved by Stockholders on 5 August 2025.]

Table of Contents

1. Meaning of words used	3
2. Granting Awards	6
3. Stock limits	8
4. Vesting and exercise of Awards	10
5. Lapsing	11
6. Settlement of Awards	11
7. Investigations	12
8. Dealing Restrictions	13
9. Holding Period	13
10. Leaving	14
11. Mobile Participants	15
12. Corporate events	16
13. Exchange of Awards	17
14. Variations in stock capital	18
15. Tax	19
16. Terms of employment	19
17. General	20
18. Administration	22
19. Changing the Plan and termination	22
20. Governing law and jurisdiction	23

Schedule 1 Awards granted to US Taxpayers	23
Schedule 2 US Incentive Stock Options	27
Schedule 3 Awards to French Participants	31

Vertical Aerospace Ltd. 2021 Incentive Award Plan

1.	Meaning of words used

1.1

General

In these rules:

“Award” means a Conditional Award, an Option or a Phantom Award;

“Award Date” means the date specified under rule 2.4 (Terms of Awards);

“Board” means the board of directors of the Company, the Compensation Committee of the board of directors of the Company or another committee duly authorized by it. For the purposes of rules 12 (Corporate events) and 13 (Exchange of Awards), it means those persons who were members of the Board immediately before the relevant event;

“Business Day” means a day on which the New York Stock Exchange (or, if the Board decides, any other stock exchange on which the Stock is traded) is open for the transaction of business;

“Change in Control” means an event as outlined in Rule 12.1;

“CIC Leaver” means a Participant who, at the determination of the Board, Leaves (other than by way of voluntary resignation) in connection with a Change in Control which:

(i)

is anticipated by the Board to complete within three months after the date of Leaving; or

(ii)

has completed within 12 months prior to the date of Leaving.

“Company” means Vertical Aerospace Ltd.;

“Conditional Award” means a conditional right to acquire Stock granted under the Plan;

“Control” means the power of a person to secure by means of the holding of stock or the possession of voting power or by virtue of any powers conferred by any articles of association (or other document), that the affairs of a body corporate are conducted in accordance with the wishes of that person;

“Consultant” means any consultant or adviser engaged to provide services to the Company or any Member of the Group who qualifies as a consultant or advisor under the applicable rules of the US Securities and Exchange Commission for registration of stock on a Form S-8 Registration Statement; “Exercise Period” means the period during which an Option may be exercised, starting when the Option Vests and ending on the 10th anniversary of the Award Date unless the Board decides that a shorter period will apply under rule 2.4 (Terms of Awards);

“Dealing Restrictions” means any internal or external restrictions on dealings or transactions in securities;

“Dividend Equivalent” means a right to receive an additional amount, as set out in rule 6.3 (Dividend Equivalents);

“Eligible Individual” means any person who is an employee, a Consultant or a Non- Employee Director, as determined by the Board;

“Exchange Act” shall mean the US Securities Exchange Act of 1934, as amended from time to time;

“Good Leaver Reason” means:

(i)

redundancy within the meaning of the UK Employment Rights Act 1996 (or an overseas equivalent);

(ii)

death; or

(iii)

any other reason, at the discretion of the Board;

“Group” means the Company and any company that is a subsidiary of the Company and, for the purposes of rule 10 (Leaving), it includes associated companies nominated for this purpose by the Board, and “Member of the Group” will be understood accordingly;

“Holding Period” will be as described in rule 9 (Holding Period);

“Leaves” means ceasing to carry out services for all Members of the Group and “Leaving” will be understood accordingly;

“Malus and Clawback Policy” means the Vertical Aerospace Ltd. Group Malus and Clawback Policy (as amended from time to time), including any provisions adopted to comply with the requirements of

applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act), and “Malus” and “Clawback” will be understood accordingly;

“Market Value” on any day means:

(i)

when Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market and the Nasdaq Global Select Market), (ii) listed on any national market system or (iii) quoted or traded on any automated quotation system, its Market Value shall be the closing sales price for Stock as quoted on such exchange or system for such date or, if there is no closing sales price for Stock on the date in question, the closing sales price for Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Board deems reliable. Notwithstanding the foregoing, if the Board determines in its discretion that an alternative definition of Market Value should be used in connection with the grant, exercise, vesting, settlement or payout of any Award, it may specify such alternative definition in the Award terms. Such alternative definition may include a price that is based on the opening, actual, high, low, or average selling prices of Stock on the applicable securities exchange on the given date, the trading date preceding the given date, the trading date next succeeding the given date, or an average of trading days.;

(ii)

if the Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Stock is regularly quoted by a recognized securities dealer, its Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Stock on such date, the high bid and low asked prices for Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Board deems reliable; or

(iii)

if the Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Market Value shall be established by the Board in its discretion;

“New Award” means a replacement award which satisfies the requirements of rule 13 (Exchange of Awards);

“Non-Employee Director” means a member of the board of directors of the Company who is not an employee;

“Option” means a right in the form of an option to acquire Stock granted under, and exercisable in accordance with, the Plan;

“Other Conditions” means any conditions imposed under rule 2.4.7;

“Participant” means a person holding or who has held an Award or, after death, that person’s personal representatives;

“Performance Conditions” means any criteria (and adjustments) that the Board selects for an Award. The Performance Conditions may include, but are not limited to, the following: (i) net earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit (either before or after taxes); (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital (or invested capital) and cost of capital; (ix) return on stockholders equity; (x) total stockholders return; (xi) return on sales;

(xii) gross or net profit or operating margin; (xiii) costs, reductions in costs and cost control measures;

(xiv) expenses; (xv) working capital; (xvi) earnings or loss per stock; (xvii) adjusted earnings or loss per stock; (xviii) price per stock or dividends per stock (or appreciation in and/or maintenance of such price or dividends); (xix) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xx) implementation or completion of critical projects; (xxi)

market stock; (xxii) economic value; and (xxiii) individual employee performance, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or other employees or to market performance indicators or indices.

“Performance Period” means the period in respect of which any Performance Conditions are to be satisfied;

“Phantom Award” means a conditional right granted under the Plan to receive a cash sum linked to the value of a number of notional Stock;

“Plan” means the plan constituted by these rules and its schedules known as the Vertical Aerospace Ltd. 2021 Incentive Award Plan, as amended from time to time;

“Stock” means a fully paid ordinary share in the capital of the Company;

“Substitute Award” means an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity which was not a Member of the Group at the time of such grant; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option. or an exchange of Awards under rule 13;

“Tax” means any tax and social security charges (and/or any similar charges), wherever arising, in respect of a Participant’s Award or otherwise arising in connection with that Participant’s participation in the Plan;

“Vesting” means:

(i)

in relation to a Conditional Award, a Participant becoming entitled to the Stock;

(ii)

in relation to an Option, the Option becoming exercisable; and

(iii)

in relation to a Phantom Award, a Participant becoming entitled to the

cash sum, and “Vest”, “Vested” and “Unvested” will be understood accordingly; and

“Vesting Date” means the date on which an Award Vests.

1.2	Interpretation

In this Plan, the singular includes the plural and the plural includes the singular. References to any enactment or statutory requirement will be understood as references to that enactment or requirement as amended or re-enacted and they include any subordinate legislation made under it.

1.3	Award tranches

Where an Award is made up of different tranches with different Vesting Dates, each tranche will be considered a separate Award for the purposes of interpreting and administering this Plan, except for the purposes of rule 4.6 (Option tranches).

2.	Granting Awards

2.1	Eligibility

The Board may grant an Award to someone who is an Eligible Individual at the Award Date.

2.2	Timing of grant

The Board may decide when to grant an Award, subject to any Dealing Restrictions. No Awards may be granted after the termination of the Plan.

2.3	Making an Award

Awards will be granted in any way which ensures the Awards are contractually enforceable. Participants will be notified of the terms of their Awards as soon as practicable.

The Board may require Participants to accept Awards or specific terms and may provide for Awards to lapse if they are not accepted within the time specified.

The Board may allow Participants to disclaim all or part of an Award within a specified period. If an Award is disclaimed, it will be deemed never to have been granted.

2.4	Terms of Awards

Awards are subject to the rules of the Plan.

The Board will approve the terms of an Award, including:

2.4.1

the Award Date;

2.4.2

the Award type;

2.4.3

the number of shares of Stock subject to the Award or the basis for calculating the number of shares of Stock;

2.4.4

the Vesting Date;

2.4.5

in the case of an Option, the Exercise Period and any amount payable to exercise the Option;

2.4.6

if the Award is subject to any Performance Conditions, details of those Performance Conditions and the applicable Performance Period;

2.4.7

details of any Other Conditions;

2.4.8

whether Dividend Equivalents will apply;

2.4.9

details of any Holding Period; and

2.4.10

whether the Participant may be required to enter into any election for a particular tax and/or social security treatment in respect of an Award and/or any Stock and any consequences of failing to make the election.

2.5	Performance Conditions

The Board may make Vesting conditional on the satisfaction of one or more Performance Conditions.

The Board may change or waive a Performance Condition in accordance with its terms or if anything happens that causes the Board to reasonably consider it appropriate to do so.

The Board will notify any relevant Participant as soon as practicable after any change or waiver.

2.6	Limitations Applicable to Section 16 Persons

Any Award granted to any individual who is subject to Section 16 of the Exchange Act shall be subject to any additional requirements or limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards shall be deemed amended to the extent necessary to confirm to such applicable exemptive rule.

2.7	Other Conditions

The Board may impose Other Conditions on Vesting and/or exercise. The Board may change or waive those Other Conditions in accordance with their terms or if anything happens which causes the Board to reasonably consider it appropriate to do so.

The Board will notify any relevant Participant as soon as practicable after any change or waiver.

2.8	Malus and Clawback

Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt or exercise of an Award or upon the receipt or resale of any Stock underlying the Award) will be subject to the Malus and Clawback Policy, whether or not such policy was in place at the time of grant of an Award.

If there is any discrepancy between the Malus and Clawback Policy and the Plan, the Malus and Clawback Policy will prevail.

2.9	Administrative errors

If the Board grants an Award:

2.9.1

in error, it will be deemed never to have been granted and/or will immediately lapse; and/or

2.9.2

which is inconsistent with any provisions in this Plan, it will take effect only to the extent permissible under the Plan and will otherwise be deemed never to have been granted and/or will immediately lapse.

2.10	Phantom Awards

A Phantom Award will not confer any right to receive Stock or any interest in Stock. The Plan will be interpreted and applied to reflect the fact that Phantom Awards are granted in respect of notional Stock only and are settled in cash rather than Stock.

3.	Stock limits

3.1	Number of Stock

Subject to rule 3.2, Awards may be made under the Plan covering an aggregate number of Stock equal to the sum of:1

3.1.1

for Awards granted to employees of the Group (excluding Awards granted at any time to (i) the Group’s Chief Executive Officer; or (ii) 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;

3.1.2

for Awards granted at any time to Non-Employee Directors (excluding the Chair of the Board), an amount that does not exceed 1% of the Company’s issued Stock from time to time; and

3.1.3

for Awards granted at any time to the Group’s Chief Executive Officer and Chair of the Board, an amount that does not exceed 3.4% of the Company’s issued Stock from time to time.

Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

3.2	Calculating the number of Stock

If any Stock subject to an Award is forfeited or expires, is converted to stock of another person in connection with a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of stock or other similar event, or such Award is settled for cash (in whole or in part) (including Stock repurchased by the Company at the same price paid by the Participant), the Stock subject to such Award shall, to the extent of such forfeiture, expiration, termination without distribution of Stock or cash settlement, again be available for future grants of Awards under the Plan. In addition, the following Stock shall be added to the Stock authorized for grant under rule 3.1 and shall again be available for future grants of Awards: (i) Stock tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Stock tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; and (iii) Stock purchased on the open market by the Company with the cash proceeds received from the exercise of Options. Any Stock repurchased by the Company at the same price paid by the Participant so that such Stock is returned to the Company shall again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Stock available for issuance under the Plan. For the avoidance of doubt, Stock underlying Awards that are subject to the achievement of Performance Conditions shall be counted against the Stock reserve based on the target value of such Awards unless and until such time as such Awards become Vested and settled in Stock.

3.3	Substitute Awards

Substitute Awards may be granted on such terms as the Board deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards shall not reduce the Stock authorized for grant under the Plan and Stock subject to such Substitute Awards shall not be added to the Stock available for Awards under the Plan. Additionally, in the event that a company acquired by the Company or any Member of the Group or with which the Company or any other Member of the Group combines has stock available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, the stock available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the Participants of Stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Stock authorized for grant under the Plan (and Stock subject to such Awards shall not be added to the Stock available for Awards under the Plan as provided in this rule 3.3); provided that Awards using such available Stock shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or another Member of the Group immediately prior to such acquisition or combination.

3.4	Director limit

Notwithstanding any provision to the contrary in the Plan, the sum of the grant date fair value of Awards and the amount of any other fees granted to a Non-Employee Director during any calendar year shall not exceed USD 500,000. The Board may make exceptions to this limit for the Chair of the Board, or for individual Non- Employee Directors in extraordinary circumstances, as the Board may determine in its discretion, provided that the Non- Employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Non-Employee Directors.

4.	Vesting and exercise of Awards

4.1	Timing of Vesting

An Award will Vest on the latest of:

4.1.1

the Vesting Date;

4.1.2

the date it is decided that any Performance Conditions are satisfied; and

4.1.3

the date it is decided that any Other Conditions are satisfied, unless otherwise determined by the Board.

4.2	Extent of Vesting

An Award will Vest to the extent that the Board decides that any Performance Conditions and/or Other Conditions are satisfied, or in accordance with any other factors that the Board decides are relevant.

4.3

Fractions

Where an Award would otherwise Vest over a fraction of Stock, the Stock that will Vest will be rounded down to the nearest whole Stock, unless otherwise determined by the Board.

4.4	Overriding discretion

The Board may reduce (including to zero) the extent to which an Award will Vest if it considers the extent of Vesting would otherwise not be appropriate, including when considering:

4.4.1

the wider performance of the Group;

4.4.2

the conduct, capability or performance of the Participant;

4.4.3

the experience of stakeholders;

4.4.4

any windfall gains;

4.4.5

the total value that would otherwise be received by the Participant compared to the maximum value that the Award was intended to deliver; or

4.4.6

any other reason at the discretion of the Board.

4.5	Process for exercise of Options

A Participant may exercise an Option by giving notice at any time during the Exercise Period in the manner decided by the Board.

The exercise of an Option is effective on the date of receipt of the notice (and the exercise price, if required).

If notice to exercise is given but any Other Conditions are not met at the time of receipt of notice, such exercise will be processed as soon as practicable following determination by the Board that such Other Conditions have been met.

An Option may be exercised in full or in part.

4.6	Option tranches

The Board may decide that if

4.6.1

an Option is made up of different tranches; and

4.6.2

the Option is exercised,

all tranches of that Option that are then capable of exercise will be exercised on that occasion.

4.7	Option repricing

Subject to rule 12 (Corporate events), and rule 13 (Exchange of Awards) the Board shall not, without the approval of the stockholders of the Company, (i) authorize the amendment of any outstanding Option to reduce its exercise price per Stock, or (ii) cancel any Option in exchange for cash or another Award when the Option exercise price per Stock exceeds the Market Value of the underlying Stock.

Lapsing

An Award will lapse to the extent any part of it is no longer capable of Vesting (or of being exercised).

To the extent an Award lapses, it cannot Vest or be exercised under any other provision of the Plan. This means that, to the extent the Award lapses, the Participant has no right to receive the Stock or cash comprised in the Award.

6.	Settlement of Awards

6.1	Delivery of Stock or cash

If an Award Vests, the Board will arrange for the delivery of Stock or cash to the Participant as soon as practicable after Vesting or, in the case of an Option, exercise.

6.2	Phantom Award payment

In the case of a Phantom Award, the cash sum will be equal to the aggregate Market Value of the notional Stock which have Vested.

6.3	Dividend Equivalents

Where an Award includes Dividend Equivalents, the Participant will receive:

6.3.1

for Conditional Awards and Phantom Awards, an amount equal to the dividends, the record date for which falls between the Award Date and Vesting, multiplied by the number of shares of Stock in respect of which the Award Vests; or

6.3.2

for Options, an amount equal to the dividends, the record date for which falls between the Award Date and exercise, multiplied by the number of shares of Stock in respect of which the Award is exercised.

Dividend Equivalents will be calculated on such basis as the Board decides. Special dividends will not be included, unless the Boards decides otherwise.

Any Dividend Equivalents may be paid in cash or in such whole number of shares of Stock (rounded down) that have an aggregate Market Value at Vesting or exercise, as applicable, which is closest to that amount.

Dividend Equivalents will be paid as soon as reasonably practicable following Vest or exercise, as applicable, of the related Award and on the same terms as the related Award.

6.4

Nominee

Stock may be delivered to and held by a nominee on behalf of the Participant.

6.5	Cash alternative

The Board may choose to settle any Award partly or fully in cash. The Participant will have no right to acquire the Stock in respect of which an Award has been settled in cash.

6.6	Stock transfer tax

The Board will arrange payment of any stock transfer taxes on settlement.

7.	Investigations

7.1	Relevant investigation

This rule applies where an investigation is ongoing that might lead to Malus and/or Clawback being triggered in relation to a Participant’s Award.

7.2	Impact of investigation

If an investigation is ongoing then, unless the Board decides otherwise:

7.2.1

the Participant’s Award will not Vest;

7.2.2

if it is an Option, exercise will be suspended; and

7.2.3

where relevant, the Participant’s Award will not be settled,

until the investigation is concluded and then the Participant’s Award will only Vest, be exercisable or be settled as determined by the Board. If the Exercise Period of an Option would otherwise have ended, the Board can decide to extend the period and “Exercise Period” will be understood accordingly.

8.	Dealing Restrictions

8.1	Application of rule

This rule 8 (Dealing Restrictions) applies if Dealing Restrictions would prohibit the Vesting of an Award, exercise of an Option, delivering or arranging delivery of Stock or cash to settle an Award, and/or the Participant from selling Stock, including if required to discharge Tax.

8.2	Impact of Dealing Restrictions

If Dealing Restrictions apply, then:

8.2.1

an Unvested Award will not Vest until the Dealing Restrictions cease to apply;

8.2.2

any exercise will take effect as soon as practicable after the Dealing Restrictions cease to apply;

8.2.3

if an Exercise Period would otherwise end before the Dealing Restrictions cease to apply, it will be extended to end 30 days after the Dealing Restrictions cease to apply and “Exercise Period” will be understood accordingly; and

8.2.4

the delivery of Stock or cash to settle an Award will not occur until the Dealing Restrictions cease to apply,

unless the Board decides otherwise.

9.	Holding Period

9.1	Application of rule

An Award granted to an Eligible Individual may be subject to a Holding Period following the date of Vesting or exercise, as applicable, as decided by the Board under rule 2.4 (Terms of Awards).

9.2	Impact of Holding Period

If a Holding Period applies, the Stock acquired on Vesting or exercise of the Award may not be transferred, assigned or otherwise disposed of during the Holding Period other than a transfer:

9.2.1

to the Participant’s personal representatives on death;

9.2.2

to a nominee in accordance with rule 9.3 (Nominee);

9.2.3

in accordance with rule 15.1 (Withholding);

9.2.4

under the Malus and Clawback Policy;

9.2.5

in connection with an event described in rule 12 (Corporate events) or rule 14.1 (Adjustments to Awards); or

9.2.6

otherwise with the agreement of the Board,

and any such attempted action will be invalid and ineffective.

9.3

Nominee

The Board may decide that Stock will be delivered to and held by a nominee on behalf of the Participant until the expiry of the Holding Period on such terms as the Board may decide.

At the end of the Holding Period, the Participant may take the Stock out of the nominee arrangement.

9.4	Phantom and cash-settled Awards

The Board will decide if and how any Holding Period will operate in relation to cash and will communicate this to the Participant.

9.5	Proof of ownership

If the Board requires, and, in the case of an Option, only following exercise of an Award, a Participant must provide proof of continued beneficial ownership of the Stock during and at the end of the Holding Period.

10.

Leaving

10.1	Leaving – before Vesting

10.1.1

Where a Participant Leaves before Vesting, the Award will lapse on the date the Participant Leaves, unless other provisions of this rule 10 (Leaving) apply or the Board determines otherwise.

10.1.2

If a Participant Leaves for a Good Leaver Reason before Vesting:

(i)

the Award will Vest and, for an Option, be exercisable, only to the extent prescribed by rule 10.3 (Good Leavers - Vesting and exercise);

(ii)

if the Award Vests pursuant to rule 10.1.2(i) above, it will Vest on the date of Leaving, unless the Board determines that it should Vest on a different date (which may be, but shall be no later than, the originally stated Vesting Date).

10.1.3

If a Participant is a CIC Leaver, the Award will Vest in full on the date of Leaving and, for an Option, be exercisable for a period of 3 months from Vesting (or such other period as the Board decides) and will then lapse.

10.2	Leaving – after Vesting

If a Participant Leaves after Vesting, the Award will:

10.2.1

continue in accordance with the Plan; and

10.2.2

in the case of an Option, be exercisable for a period of 3 months (12 months in the case of the Participant’s death) from the date the Participant Leaves (or such longer period as the Board decides) and will then lapse, unless otherwise determined by the Board.

10.3	Good Leavers – Vesting and exercise

If this rule 10.3 (Good Leavers – Vesting and exercise) applies:

10.3.1

an Award will only Vest:

(i)

to the extent that the Board decides any Performance Conditions have been satisfied as measured over the Performance Period, or if the Performance Period has not yet ended, to the extent the Board estimates any Performance Conditions would be satisfied over the Performance Period (or such other period as the Board decides is appropriate);

(ii)

to the extent that the Board decides any Other Conditions have been satisfied, unless the Board decides otherwise; and

(iii)

pro-rata to reflect the period from the Award Date until the date the Participant Leaves, as a proportion of the period from the Award Date until the Vesting Date, unless the Board decides otherwise,

and, to the extent the Award does not Vest, it will then lapse; and

10.3.2

Options will be exercisable for a period of 3 months from Vesting (or such other period as the Board decides) and will then lapse.

10.4	Summary dismissal

If, at any time, a Participant is summarily dismissed or Leaves in circumstances where the Participant’s employer would have been entitled to summarily dismiss the Participant (in the opinion of the Board) then that Participant’s Awards will immediately lapse.

10.5	Leaving – Exercise Period

No period for exercise set out in this rule 10 (Leaving) will extend any Exercise Period that would otherwise apply to an Award if the Participant was not Leaving.

10.6	Leaving – Ongoing restrictions

Where a Participant Leaves:

10.6.1

any Holding Period will continue to apply unless the Board determines otherwise, except on death, where any Holding Period will cease to apply; and

10.6.2

the Malus and Clawback Policy will continue to apply to the Award unless and to the extent it is waived or varied by the Board.

11.	Mobile Participants

11.1	Application of rule

If a Participant moves from one jurisdiction to another or becomes tax resident in a different jurisdiction and, as a result, there may be adverse legal, regulatory, tax or administrative consequences for the Participant and/or a Member of the Group in connection with an Award then the Board may adjust that Participant’s Award so that the Award is on such terms, subject to such conditions and over such stock (or other type of securities or cash) as the Board may consider appropriate.

11.2	Cancellation

If the Board decides that the adjustment of an Award under rule 11.1 (Application of rule) is not practicable or appropriate, the Board may decide that the Award will lapse.

11.3	Notifying Participants

The Board will notify affected Participants of any adjustment or decision made under this rule 11 (Mobile Participants) as soon as practicable.

12.	Corporate events

12.1	Change of Control

Where:

12.1.1

a person (or a group of persons acting together) obtains Control of the Company as a result of making an offer to acquire all of the Company’s Stock (including pursuant to a merger or consolidation as a result of which Stock of the Company is converted into or exchanged for the right to receive cash, stock, securities or other property or are cancelled) ;

12.1.2

a sale or transfer of all or substantially all of the business and assets of the Group is made to an acquiring person, entity or group; or

12.1.3

the Board determines that any other event substantially equivalent to those set out in 12.1.1 or 12.1.2 above has taken place,

Awards will Vest only to the extent prescribed by rule 12.4 (Vesting and exercise) and:

12.1.4

for a CIC Leaver, always Vest in full on the on the date of Leaving;

12.1.5

in the event that rule 13 (Exchange of Awards) applies, Vest on the date applicable to the New Awards granted under that rule;

12.1.6

in all other cases, continue to Vest in accordance with the terms of the Plan, whilst maintaining so far as possible the Market Value of the shares of Stock and terms subject to the Award that are substantially the same immediately prior to the relevant completion date.

12.2	Schemes of arrangement

Where a court sanctions a compromise or arrangement in connection with the acquisition of Stock, Awards will Vest on such date as the Board determines and in accordance with rule 12.4 (Vesting), unless otherwise determined by the Board.

12.3	Winding up / liquidation

If a voluntary liquidation of the Company commences, or an order is made for the winding up of the Company, Awards will Vest on such date as the Board determines and in accordance with rule 12.4 (Vesting), unless otherwise determined by the Board.

12.4	Vesting and exercise

If this rule 12.4 (Vesting and exercise) applies:

12.4.1

an Award will Vest:

(i)

to the extent that the Board determines any applicable Performance Conditions or Other Conditions that in either case were due to have been satisfied by the relevant date have been satisfied, unless the Board determines otherwise; and

(ii)

the Board will have discretion to take into account any other factors it believes to be relevant in determining the extent to which an Award will Vest in the circumstances,

and to the extent the Participant’s Award does not Vest, it will then lapse, except in the case of Awards Vesting on a Change of Control event under rule 12.1 which will lapse 12 months following the date of the Change of Control event, or such later period as may be permitted under rule 10.1.3.

12.4.2

Where an Option Vests pursuant to this rule 12.4 (Vesting and exercise) or was already Vested, it will be exercisable for a period of months, or such other period as the Board decides, from the date of the relevant event and then will lapse. This will not extend any Exercise Period that would otherwise apply to an Award.

12.5	Malus and Clawback

If this rule 12 (Corporate events) applies to an Award, the Board may determine that the Malus and Clawback Policy will no longer apply to the Award or will be varied in its application to the Award.

In relation to any cash or Stock acquired prior to the relevant event, the Malus and Clawback Policy will continue to apply, with such amendments as the Board determines.

12.6	Holding Period

Any applicable Holding Period will continue to apply until its expiry in accordance with the Plan and the terms of the Award, with any amendments as the Board determines, unless the Board determines otherwise.

12.7	Other events

The Board has discretion to take such action as it may think appropriate if other events happen which may have an effect on Awards.

13.	Exchange of Awards

Where any of rules 12.1 (Change of Control) or 12.2 (Schemes of arrangement) is expected to or does apply, or in connection with an internal reorganization, the Board may decide that Awards will be exchanged for New Awards, subject to the consent of the acquiring company, on (or as soon as practicable after) the relevant event.

13.1	Application of rule

Where any of rules 12.1 (Change of Control) or 12.2 (Schemes of arrangement) is expected to or does apply, if the relevant event constitutes a corporate reorganization of the Company where substantially all the stockholders of the Company immediately before the reorganization will continue to have Control immediately afterwards, Awards will not Vest under rule 12 (Corporate events) but will instead be exchanged for New Awards, unless the Board decides otherwise.

13.2	Timing of exchange

Any such exchange will take place on (or as soon as practicable after) the relevant event under rule 12 (Corporate events).

13.3	Exchange terms

Any New Award must:

13.3.1

be a right to acquire such number of shares of Stock (or equivalent rights to cash or other securities) as have, immediately after grant of the New Award, a total Market Value substantially the same as the total Market Value of the shares of Stock subject to the Award immediately before its release; and

13.3.2

be on terms otherwise materially identical to the terms applicable to the Award immediately before the Award’s release.

13.4	Interpretation following exchange

Unless the Board decides otherwise, any New Award that is subject to the Plan will be interpreted as if references to Stock are references to the stock (or other securities) over which the New Award is granted and references to the Company are to such company as the Board decides.

14.	Variations in stock capital

14.1	Adjustments to Awards

If there is:

14.1.1

a variation in the issued stock capital of the Company, including a stock capitalization or rights issue, open offer, sub-division, consolidation or reduction of stock capital;

14.1.2

stock dividend or distribution, other than an ordinary cash dividend; or

14.1.3

any other transaction which the Board decides will materially affect the value of the Stock,

the Board may adjust the number or class of Stock or Condition subject to an Award in such manner as the Board may consider appropriate.

14.2	Notice of Adjustments

The Board will notify Participants of any adjustment made under rule 14.1 (Adjustments to Awards) as soon as practicable.

14.3	Early Vesting

If the Board determines that an adjustment of an Award is not practicable or appropriate, then the Board may determine that the Award will Vest:

14.3.1

immediately prior to, and conditional on, the relevant event;

14.3.2

to the extent that the Board determines any applicable Performance Conditions or Other Conditions have been satisfied, unless the Board decides otherwise;

14.3.3

pro-rata to reflect the period from the Award Date until the date of Vesting, as a proportion of the period from the Award Date to date of Vest, unless the Board determines otherwise;

14.3.4

with the continued application of the Malus and Clawback Policy, unless and to the extent the Board decides otherwise;

14.3.5

with the continued application of any Holding Period, unless and to the extent the Board decides otherwise,

and to the extent an Award does not Vest, it will then lapse.

15.

Tax

15.1	Withholding

Any Member of the Group, any employing company, the trustee of any relevant employee benefit trust or any third-party provider nominated by the Board may:

15.1.1

withhold such amounts from a Participant (including deducting such amounts from any cash payment owed to the Participant) and retain some or all of it;

15.1.2

sell some or all of the Stock to which the Participant is entitled under the Plan on behalf of the Participant;

15.1.3

allow the Participant to deliver a written or electronic notice that the Participant has directly or indirectly placed a market sell order with a broker acceptable to the Company with respect to Stock then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or its designee in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company or its designee upon settlement of such sale;

15.1.4

reduce some of the Stock to which the Participant is entitled under the Plan on behalf of the Participant; or

15.1.5

make such other withholding arrangements as it considers necessary or desirable,

to meet any liability for Taxation, to collect any outstanding exercise price and to meet any applicable dealing and/or currency exchange costs and other associated costs.

15.2	Participant indemnity

A Participant will, if requested, indemnify the Group for the Participant’s liability for Tax.

16.	Terms of employment

16.1	Application

This rule 16 (Terms of employment) applies during an Eligible Individual’s employment, if applicable, and after the termination of an Eligible Individual’s employment, if applicable, whether or not the termination is lawful.

16.2	Not part of employment contract

Nothing in the rules of the Plan or the operation of the Plan forms part of an Eligible Individual’s contract of employment or alters it, if applicable. The rights and obligations arising from any employment or former employment relationship between the Eligible Individual and the relevant Member of the Group are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, employment (continued or otherwise).

16.3	No future expectation

No Eligible Individual has a right to participate in the Plan. Participation in the Plan or the grant of an Award on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of an Award on the same, or any other, basis (or at all) in the future.

16.4	Decisions and discretion

The terms of the Plan do not entitle the Eligible Individual to the exercise of any discretion in the Eligible Individual’s favor. The Eligible Individual will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Eligible Individual.

16.5	No compensation

No Eligible Individual has any right to compensation or damages for any loss (actual or potential) in relation to the Plan, including any loss in relation to:

16.5.1

any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

16.5.2

any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure or delay to exercise a discretion or take a decision; and

16.5.3

the operation, suspension, termination or amendment of the Plan.

16.6

Waiver

By participating in the Plan, an Eligible Individual agrees to waive all rights which might otherwise arise under the Plan, other than the right to acquire Stock or cash (as appropriate) subject to and in accordance with the explicit rules of the Plan, in consideration for and as a condition of the grant of an Award.

17.

General

17.1	Data protection

Participation in the Plan will be subject to:

17.1.1

any data protection policies applicable to any relevant Member of the Group; and

17.1.2

any applicable privacy notices.

17.2	Consents and filings

All allotments, issues and transfers of Stock or cash payments will be subject to the Company’s articles of association and any necessary consents or filings required in any relevant jurisdiction. The Participant will be responsible for complying with any requirements needed in order to obtain, or to avoid the necessity for, any such consents or filings.

17.3	Source of Stock

Awards may be settled using newly issued Stock, Stock transferred from treasury and Stock purchased in the market.

17.4

Notices

Any notice or other communication required under this Plan will be given in writing, which may include electronic means.

Any notice or other communication to be given to an Eligible Individual or Participant may be delivered by electronic means (including by email, through the Group’s intranet or a stock plan portal), personally delivered or sent by ordinary post to such address as the Board reasonably considers appropriate.

Any notice or other communication to be given to the Company or its agents may be delivered or sent to its registered office or such other place and by such means as the Board or the Company’s agents may specify and notify to Eligible Individuals and/or Participants, as relevant.

All notices or communications to be given to Eligible Individuals or Participants are given and sent at the risk of the addressee. No Member of the Group has any liability in respect of any notice or communication given or sent, nor need they be concerned to see that the addressee actually receives it.

17.5	Bankruptcy

A Participant’s Award will lapse if the Participant becomes bankrupt or enters into a compromise (or any overseas equivalent) with the Participant’s creditors generally.

17.6	Not pensionable

None of the benefits that may be received under the Plan are pensionable.

17.7	Not transferable

A Participant’s Award will lapse if the Participant transfers, assigns, charges or otherwise disposes of the Award or any of the rights in respect of it, whether voluntarily or involuntarily (other than to that Participant’s personal representatives on death).

17.8	Currency conversions

Any conversion of money into different currencies (whether notional or actual) will be done at a time and rate of exchange that the Board decides.

No Member of the Group will be liable for any loss due to movements in currency exchange rates or conversion or money transfer charges.

17.9	Limitation on payments by directors and executive officers

No Participant who is a member of the board of directors of the Company or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

18.	Administration

18.1	Administration of the Plan

The Plan will be administered by the Board, which has authority to make such rules and regulations for the administration of the Plan as it considers necessary or desirable. The Board may delegate any and all of its rights and powers under the Plan.

18.2	Board decisions

All decisions of the Board in connection with the Plan and its interpretation and the terms of any Awards (including in any dispute) will be final and conclusive.

The Board will decide whether and how to exercise any discretion in the Plan.

18.3	Severance of rules

If any provision of the Plan is held to be invalid, illegal or unenforceable for any reason by any court with jurisdiction then, for the purposes of that jurisdiction only:

18.3.1

such provision will be deleted; and

18.3.2

the remaining provisions will continue in full force

and effect, unless the Board decides otherwise.

18.4

Language

Where there is any conflict between the terms of the English version of the Plan, the Awards and/or any ancillary documents and a version in any other language, the English language version will prevail.

19.	Changing the Plan and termination

19.1	General power

Except as otherwise provided by rule 19.2, the Board may change the Plan in any way and at any time.

19.2	Stockholder consent

Notwithstanding rule 19.1, the Board may not, except as otherwise provided by rule 14.1 (Adjustments to Awards), take any of the following actions without the approval of the Company’s stockholders:

19.2.1

increase the limit imposed in rule 3.1 (Number of Stock) on the maximum amount of Stock which may be issued under the Plan;

19.2.2

reduce the price per share of any outstanding Option granted under the Plan or cancel any Option in exchange for cash or another Award in violation of rule 4.7 (option repricing); and

19.2.3

make any change which requires stockholder approval under applicable laws, including the rules of the New York Stock Exchange or any other exchange on which the Stock is traded.

19.3	Participant consent

If a proposed change would be to the material disadvantage of one or more Participants in respect of existing rights under the Plan, then the Board will obtain the written consent of the affected Participant(s) or:

19.3.1

the Board will invite each disadvantaged Participant to indicate whether or not they approve the change; and

19.3.2

the majority of the Participants (by number of Participants or number of shares of Stock) who were invited and who make an indication approve the change.

The Board need not obtain Participant consent for any minor changes which are to:

19.3.3

benefit the administration of the Plan;

19.3.4

comply with or take account of a change in legislation; and/or

19.3.5

obtain or maintain favorable tax, exchange control or regulatory treatment of any Member of the Group or any present or future Participant.

19.4	Notice of change

The Board will give written notice of changes to Participants whose Awards are materially affected.

19.5	International variations

The Board may establish plans or schedules based on the Plan, but modified to take account of any local tax, exchange control or securities laws in other jurisdictions, provided that any Awards made under such plans or schedules are subject to the limits set out in rule 3 (Stock limits).

19.6	Termination of the Plan

The Plan will terminate on 14 December 2031 (or on such earlier date as the Board decides). Termination will not affect existing rights under the Plan.

20.	Governing law and jurisdiction

The laws of the State of Delaware govern the Plan and all Awards. The courts of the State of Delaware have exclusive jurisdiction in respect of any disputes arising in connection with the Plan or any Award.

Schedule 1

Awards granted to US Taxpayers

1.	Introduction

The purpose of this Schedule is to make certain variations to the terms of the Plan in the case of its operation for Participants who are US Taxpayers. In the event that a Participant becomes a US Taxpayer after the Award Date, then the Participant’s Awards will immediately be modified in a manner consistent with the provisions of this Schedule.

References in this Schedule to Awards granted to US Taxpayers shall include Awards held by a Participant who becomes a US Taxpayer subsequent to the Award Date.

2.	Meaning of words used

In this Schedule:

“Award Short-Term Deferral Period” means the period commencing on the date that an Award (other than an Option) first is no longer subject to a “substantial risk of forfeiture” for the purposes of Section 409A and ending upon the 15th day of the third month following the end of the Taxable Year in which such Award first is no longer subject to the substantial risk of forfeiture;

“Exempt Option” means either (a) an Incentive Stock Option granted pursuant to Schedule 2 to the Plan, or (b) an Option granted pursuant to the Plan that is exempt from the requirements of Section 409A under the stock rights exception described in Section 1.409A- 1(b)(5) of the Treasury Regulations and which does not include a right to Dividend Equivalents.

“Option Short-Term Deferral Period” means the period commencing on the date that an Option first is no longer subject to a “substantial risk of forfeiture” for the purposes of Section 409A and ending on 31 December of the calendar year in which such Option first is no longer subject to the substantial risk of forfeiture;

“Section 409A” means Section 409A of the US Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated and other official guidance issued under it, collectively, and “Treasury Regulations” will be understood accordingly;

“Short-Term Deferral Period” means the Award Short-Term Deferral Period or the Option Short- Term Deferral Period, as applicable;

“Taxable Year” means the calendar year or, if later, the end of the taxable year of the Member of the Group that employs the US Taxpayer; and

“US Taxpayer” means a Participant who is subject to US federal income taxation on the Award Date, or who is expected to become subject to US federal income taxation following the Award Date, or who becomes subject to US federal income taxation following the Award Date but prior to the date upon which the Award Vests.

3.	Exercise of Options

3.1	Timing for Exercise

Notwithstanding any of the rules of the Plan, and except as otherwise permitted by paragraph 3.2 (Permissible delay) of this Schedule, an Option (other than an Exempt Option) granted to a US Taxpayer must be exercised under rule 4.5 (Process for exercise of Options), no later than the end of the applicable Option Short-Term Deferral Period. To the extent required to achieve this, Options

(other than Exempt Options) will be deemed exercised and rule 4.5 (Process for exercise of Options) will be interpreted accordingly.

3.2	Permissible delay

In the event that the exercise of an Option (other than an Exempt Option) granted to a US Taxpayer has not been exercised by the end of the Option Short-Term Deferral Period because such exercise would have violated applicable law, then to the extent permissible under Section 1.409A-1(b)(4)(ii) of the proposed Treasury Regulations, such exercise may be delayed so long as the Option is then exercised at the earliest date at which it is reasonably anticipated that such law no longer prevents such exercise.

4.	Settlement of Awards

4.1	Timing for payment

Notwithstanding any of the rules of the Plan and except as otherwise permitted by paragraph 4.2 (Permissible delay) of this Schedule, an Award (other than an Option) granted to a US Taxpayer must be settled under rule 6 (Settlement of Awards) no later than the end of the Award Short-Term Deferral Period

4.2	Permissible delay

In the event that an Award (other than an Option) granted to a US Taxpayer has not been settled by the end of the Award Short-Term Deferral Period because settlement would have violated applicable law, then to the extent permissible under Section 1.409A-1(b)(4)(ii) of the proposed Treasury Regulations, such settlement may be delayed so long as the Award is then settled at the earliest date at which it is reasonably anticipated that such law no longer prevents such settlement.

4.3

Leavers

If a US Taxpayer Leaves and, in accordance with paragraph 4.1 (Timing for payment) above and an Award (other than an Option) is satisfied before the Vesting Date, then the Stock or cash (as the case may be) acquired by the US Taxpayer may not be transferred, assigned or otherwise disposed of by or on behalf of the US Taxpayer before the Vesting Date other than:

4.3.1

to the US Taxpayer’s personal representatives in the event of the US Taxpayer’s subsequent death;

4.3.2

to a nominee on behalf of the US Taxpayer;

4.3.3

in accordance with rule 15.1 (Withholding) to fund any liability for Tax (as well as any outstanding exercise price and any applicable dealing and/or currency exchange costs and other associated costs);

4.3.4

due to any Malus and/or Clawback being triggered; or

4.3.5

if the Board decides otherwise.

5.	Dividend Equivalents

Any Dividend Equivalents in respect of an Award granted to a US Taxpayer shall be paid under rule

6.3 (Dividend Equivalents) no later than the end of the applicable Option Short-Term Deferral Period (for Dividend Equivalents on Options) or the Award Short-Term Deferral Period (for Dividend Equivalents on Awards other than Options), or such later date permitted by paragraph 3 (Exercise of Options) of this Schedule (for Dividend Equivalents on Options) or paragraph 4 (Settlement of Awards) of this Schedule (for Dividend Equivalents on Awards other than Options).

6.	No extension of Short-Term Deferral Period

6.1	Delay for investigations

The application of rule 7 (Investigations) to an Award granted to a US Taxpayer will not impose an additional, or extend the existing, substantial risk of forfeiture applicable to the Award for the purposes of Section 409A, and will not extend the deadline for exercise under paragraph 3 (Exercise of Options), settlement under paragraph 4 (Settlement of Awards) or payment under paragraph 5 (Dividend Equivalents) of this Schedule (as applicable).

6.2	Dealing Restrictions

The application of Dealing Restrictions to an Award granted to a US Taxpayer will not impose an additional, or extend the existing, substantial risk of forfeiture applicable to the Award for the purposes of Section 409A, and will not extend the deadline for exercise under paragraph 3 (Exercise of Options), settlement under paragraph 4 (Settlement of Awards) or payment under paragraph 5 (Dividend Equivalents) of this Schedule (as applicable).

6.3	Holding Period

For the avoidance of doubt, any Holding Period imposed by the Company with respect to an Award granted to a US Taxpayer will not impose an additional or extend the existing substantial risk of forfeiture applicable to such Award for the purposes of Section 409A.

7.	Changes to Awards

7.1	Conditions

Any Performance Conditions or Other Conditions applicable to an outstanding Award granted to a US Taxpayer may not be altered if and to the extent that the alteration would result in the Short-Term Deferral Period ending earlier, except where the condition is waived.

7.2	Adjustments

Where there is to be an adjustment of an Award granted to a US Taxpayer pursuant to rule 11 (Mobile Participants), the Board will attempt to structure the terms of the adjustment so that it does not violate Section 409A.

7.3	Takeovers and restructurings

Where there is to be an adjustment of an Award granted to a US Taxpayer pursuant to rule 12 (Corporate events), the Board shall attempt to structure the terms of the adjustment of the Award such that the adjustment does not violate Section 409A.

7.4	Exchange of Awards

Where there is to be an exchange of an Award granted to a US Taxpayer pursuant to rule 13 (Exchange of Awards), the Board shall attempt to structure the terms of the exchange and the new award under rule 13 (Exchange of Awards) such that neither the exchange nor the new award violate Section 409A.

7.5	Changing the Plan or Awards

Notwithstanding rule 19 (Changing the Plan and termination), any amendment to the Plan (including any Schedule to the Plan) or an Award will only be effective with respect to an Award granted to a US Taxpayer to the extent that it does not cause the Award to violate Section 409A.

General

8.1

Intention

Awards (other than Exempt Option) granted to US Taxpayers, and any Dividend Equivalents in respect of such Awards, are intended to be exempt from the requirements of Section 409A under the short-term deferral exception described in Section 1.409A-1(b)(4) of the Treasury Regulations, and the Plan (including this Schedule) will be interpreted and administered consistent with this intention with respect to Awards granted to US Taxpayers and any Dividend Equivalents in respect of such Awards.

8.2	No guarantee

Notwithstanding any other provision of the Plan (including any Schedule to the Plan) or any Award, no Member of the Group guarantees or warrants to any person that an Award granted to a US Taxpayer is exempt from Section 409A. Each US Taxpayer is solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on the US Taxpayer in connection with the Plan (including any Schedule to the Plan) or any Award, including any taxes, penalty or interest under Section 409A. No Member of the Group shall have any obligation to indemnify or otherwise hold a US Taxpayer harmless from any or all of such taxes, penalty or interest.

8.3

Conflict

In the event of any conflict between a provision of the main rules of the Plan and a provision of this Schedule, with respect to an Award granted to a US Taxpayer, the provisions of this Schedule will take precedence.

Schedule 2

US Incentive Stock Options

Purpose

The purpose of this Schedule is to allow for grants of Options to Eligible Individuals who are US Employee that qualify as Incentive Stock Options.

2.	Meaning of words used

In this Schedule:

“Award Date” means the date of grant on which the Incentive Stock Option is granted, as determined under Section 1.421-1 of the Treasury Regulations.

“Code” means the US Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated and other official guidance issued under it, collectively, and “Treasury Regulations” will be understood accordingly;

“Incentive Stock Option” means an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code;

“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” (as defined in Section 424(f) of the Code) with respect to the Company or “parent corporation” (as defined in Section 424(e) of the Code) with respect to the Company;

“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code;

“Termination of Employment” for an Incentive Stock Option means, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship that interrupts employment for the purposes of Section 422(a)(2) of the Code; and

“US Employee” means an Eligible Individual who:

(i)

is subject to US federal income taxation on the Award Date or who is expected to become subject to US federal income taxation following the Award Date; and

(ii)

is an employee (as determined in accordance Section 3401(c) of the Code) of:

(a)

the Company;

(b)

a Member of the Group that is a “subsidiary corporation” (as defined in Section 424(f) of the Code) with respect to the Company; or

(c)

a Member of the Group that is a “parent corporation” (as defined in Section 424(e) of the Code) with respect to the Company.

3.	Grant of Incentive Stock Options

3.1	Eligible individuals

The Board may designate any Option granted to a US Employee as an Incentive Stock Option on the Award Date upon the terms set out in the Plan and subject to the additional terms and conditions set

forth in this Schedule. Each Option that is intended to be an Incentive Stock Option shall indicate that the Option is intended to be an Incentive Stock Option.

3.2	Award Date

For an Option to qualify as an Incentive Stock Option, the Option must be granted within 10 years from the earlier of the adoption and stockholder approval of the Plan.

4.	Exercise Price and Expiration Date

4.1

Generally

Except as otherwise provided by the paragraph 4.2 (Greater Than 10% Stockholders) of this Schedule, the exercise price for Stock subject to an Incentive Stock Option granted under this Schedule may not be less than the Market Value of Stock on the Award Date and the Exercise Period of the Incentive Stock Option may not exceed 10 years from the Award Date.

4.2	Greater Than 10% Stockholders

For a US Employee who is a Greater Than 10% Stockholder, the exercise price for Stock subject to an Incentive Stock Option granted under this Schedule may not be less than 110% of the Market Value of Stock on the Award Date and the Exercise Period of the Incentive Stock Option may not exceed five years from the Award Date.

4.3	Market Value

For the purposes of this Schedule, “Market Value” will be established by the Board in a manner consistent with Section 1.422-2 of the Treasury Regulations.

5.	Individual limit

The aggregate “fair market value” for the purposes of Section 422 of the Code, determined at the Award Date, of the number of shares of Stock with respect to which Incentive Stock Options first become exercisable by a US Employee in any calendar year under the Plan (and any incentive stock options under any other plan required to be taken into account under Section 422(d) of the Code) shall not exceed USD 100,000. To the extent that this USD 100,000 limit is exceeded, the Option will be treated as a Nonqualified Stock Option. The rule set forth in the immediately preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted.

6.	Exercise of Incentive Stock Options

6.1

Transfers

During the lifetime of the US Employee, the Option may only be exercised by the US Employee.

6.2	Continuous employment

To qualify for Incentive Stock Option tax treatment, a US Employee must exercise the Option while in continuous employment with the Company (or a “parent corporation” or “subsidiary corporation” within the meaning of Section 424(e) and (f) of the Code, respectively) since the Award Date or within three months following Termination of Employment (one year in the event of Termination of Employment due to a “permanent and total disability” (as defined by Section 22(e) of the Code) or until the end of the Exercise Period in the event of Termination of Employment due to death).

7.	Dividend Equivalents

No Dividend Equivalents will be payable under rule 6.3 (Dividend Equivalents) on any Incentive Stock Option.

8.	Incentive Stock Option tax treatment

8.1	Disqualifying disposition

Incentive Stock Option tax treatment under Section 421(a) of the Code will not apply to Stock acquired upon exercise of an Incentive Stock Option if such Stock are disposed of in a disqualifying disposition on or before the later of (i) two years from the Award Date of such Incentive Stock Option, and (ii) one year from the date of exercise of such Incentive Stock Option.

8.2

Notice

If a disqualifying disposition occurs, the US Employee shall give the Company prompt written or electronic notice of the disposition. Such notice shall specify the date of such disqualifying disposition and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the US Employee in such disqualifying disposition.

Changes

9.1	Modification, Extension, Adjustment or Renewal

Any modification, extension, adjustment or renewal of an Incentive Stock Option shall be subject to the terms of Section 424 of the Code.

9.2	Substitute Awards

Notwithstanding paragraph 4.1 (Generally) and paragraph 4.2 (Greater Than 10% Stockholders) of this Schedule, in the case of an Incentive Option that is a Substitute Award granted following a transaction described in Section 424(a) of the Code, the exercise price per stock of the Stock subject to such Incentive Stock Option may be less than 100% of the Market Value per stock on the Award Date (or 110% of the Market Value per stock on the Award Date in the case of a Greater Than 10% Stockholder); provided that the exercise price of the Substitute Award is determined in accordance with the terms of Section 1.424- 1 of the Treasury Regulations.

10.

General

10.1	Maximum number of Stock granted as Incentive Stock Options

The maximum number of shares of Stock with respect to Incentive Stock Options that may be issued under the Plan and this Schedule is 10,456,769. Substitute Awards granted as Incentive Stock Options will count against the foregoing limit.

10.2

Intention

Incentive Stock Options granted pursuant to the Plan and this Schedule are intended to qualify as “incentive stock options” for the purposes of Section 422 of the Code, and the Plan and this Schedule shall be interpreted and administered consistent with such intention.

Nonqualified Stock Options granted pursuant to the Plan are intended to be exempt from the requirements of Section 409A of the Code, and the Plan shall be interpreted and administered consistent with such intention. Unless the Nonqualified Stock Option is exempt from the requirements of Section 409A under the stock rights exception described in Section 1.409A-1(b)(5) of the Treasury Regulations and does not include a right to Dividend Equivalents, Schedule 1 will apply to such Nonqualified Stock Option.

10.3	No guarantee

Neither the Company nor the Board shall have any liability to a Participant, or any other person, (a) if an Option which is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (b) for any action or omission by the Company or the Board that causes an Option not to qualify as an Incentive Stock Option, including, without limitation, the conversion of an Incentive Stock Option to a Nonqualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements under the Code applicable to an Incentive Stock Option.

10.4

Conflict

In the event of any conflict between a provision of the main rules of the Plan and a provision of this Schedule, with respect to an Incentive Stock Option granted to a US Employee, the provisions of this Schedule will take precedence.

Schedule 3

Awards to French Participants

Purpose

1.1	This French Schedule sets out the terms and conditions applicable to Qualified Awards granted to Eligible French Employees.

1.2

This French Schedule makes certain variations to the terms of the Vertical Aerospace Ltd. 2021 Incentive Award Plan, as amended from time to time (the “Plan”), in order to satisfy French securities laws, exchange control, corporate law and tax requirements, so that Qualified Awards may qualify for the specific tax and social security treatment in France under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code.

1.3

The rules of the Plan shall apply, subject to the modifications contained in this French Schedule, whenever the Board decides to grant Qualified Awards to Eligible French Employees. Nothing in this French Schedule prevents other forms of Award being granted to Eligible French Employees on a non-tax advantaged basis under the rules of the Plan, unamended by this French Schedule. This French Schedule only applies to, and amends the Plan for, Qualified Awards.

1.4	The Plan was approved by the shareholders of the Company on 14 December 2021. This French Schedule to the Plan was approved by the Board (or, as relevant, a committee duly authorized by it) on 27 January 2023.

2.	Meaning of words used

2.1	Unless provided otherwise or unless the context requires otherwise, capitalized terms used but not defined in this French Schedule shall have the meaning assigned to them in the Plan.

2.2

The terms of Qualified Awards under this French Schedule shall be the same as those for Conditional Awards under the Plan, except to the extent that this French Schedule provides otherwise. References to Conditional Awards in the Plan shall apply to, and include, Qualified Awards, but modified by the special terms of this French Schedule. References to the Plan in the Plan and in this French Schedule will include the French Schedule and, where the French Schedule amends the Plan, the Plan will be interpreted accordingly.

2.3	The following definitions shall apply to Qualified Awards granted in accordance with this French Schedule:

“Closed Period” means:

(i)

the 30 calendar days prior to the announcement of the half-year or annual financial reports of the Company; or

(ii)

where there is material information (as defined under article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC) that has not been made public and which could, if disclosed to the public, significantly impact on the value of Stock and where the French Participant is either:

(a)

a member of the board of directors or supervisory board, or exercising the functions of general manager or deputy general manager, of the Company; or

(b)

an employee,

who has knowledge of this information, anytime until the information is disclosed to the public.

If French law or regulations are amended after adoption or amendment of this French Schedule to modify the definition and/or applicability of the Closed Period to Qualified Awards, such amendment shall become applicable to any Qualified Awards granted under this French Schedule, to the extent permitted or required by French law;

“Disability” has the meaning given in the second or third category of Article L.341-4 of the French Code de la sécurité sociale, as amended;

“Eligible French Employee” means an Eligible Individual who is an employee or an officer of a French Group Member and who is taxable in France for French tax purposes and/or subject to the French social security regime;

“French Group Member” means a company which is a Member of the Group with its registered office in France and is a company in which the Company holds, directly or indirectly, at least 10 per cent of the share capital or voting rights;

“French Participant” means an Eligible French Employee who has been granted a Qualified Award;

“Holding Period” means such period (applicable under Section L. 225-197-1 of the French Commercial Code), if any, following the Vesting Date of a Qualified Award, as determined by the Board. Where a Holding Period applies, it will be interpreted in accordance with rule 9 (Holding Period) of the Plan, and the provisions of this French Schedule. A Holding Period applicable to a Qualified Award shall generally not expire until at least two years after the Award Date, subject to the provisions of this French Schedule; and

“Qualified Award” means a Conditional Award granted under this French Schedule that is intended to qualify for the special tax and social security treatment applicable to free shares granted under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended, at the Award Date, and that:

(i)

is granted for no consideration;

(ii)

satisfies the requirements of a Conditional Award under the Plan; and

(iii)

complies with the requirements of this French Schedule at the Award Date.

3.	Interpretation

3.1

It is intended that Qualified Awards granted under this French Schedule shall qualify for the special tax and social security treatment applicable to free shares granted under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws, but the Company does not undertake to maintain this status.

3.2	The Plan, the terms of the French Schedule and the terms upon which a Qualified Award has been granted shall be interpreted and, where necessary, deemed to be modified, accordingly and in

accordance with the relevant provisions set forth by French tax and social security laws, as well as the relevant administrative provisions.

3.3	In the event of any conflict between the provisions of this French Schedule and the Plan and/or any other documents related to the Plan, the provisions of this French Schedule will prevail for grants of Qualified Awards made to Eligible French Employees.

3.4

If for any reason a Conditional Award does not, but was originally intended to, satisfy the requirements of the French tax authorities for specific tax and social security treatment, the Company or Board (or, as relevant, a committee duly authorized by it) can take such actions, including changing the Vesting Date and/or applying or amending a Holding Period, as it considers reasonably necessary to achieve such treatment, and the Plan, the terms of this French Schedule and the terms of the Conditional Award shall be interpreted and, where necessary, modified accordingly.

3.5	No Member of the Group (including a French Group Member) shall be liable for any adverse consequences, legal, tax or otherwise, if and to the extent that the French tax and social security treatment is unavailable.

4.	Eligibility

Qualified Awards may only be granted to Eligible French Employees.

5.	Vesting Period

5.1	A French Participant becomes beneficially entitled to receive all or a portion of the Stock subject to the French Participant’s Qualified Award at Vesting, subject to the remaining provisions of this Plan and the French Schedule.

5.2	The Vesting Period for a Qualified Award will be of a period or periods specified by the Board at the time the Qualified Award is granted, but in each case must be at least:

5.2.1

a one year period as calculated from the Award Date, where a Holding Period applies; or

5.2.2

a two year period as calculated from the Award Date, where no Holding Period applies,

or in each case at least such other period as is required to comply with the minimum mandatory vesting period applicable to Qualified Awards under Section L. 225-197-1 of the French Commercial Code, as amended, or the relevant sections of the French Tax Code or the French Social Security Code, as amended, to benefit from the specific tax and social security treatment applicable to Qualified Awards.

5.3

Notwithstanding any other provision of the Plan except for section 12.1, section 12.2 and section 13 (Corporate events and adjustments) of this French Schedule, Qualified Awards cannot Vest prior to the expiration of a one-year period as calculated from the Award Date, or such other period as is required to comply with the minimum mandatory vesting period applicable to Qualified Awards under Section L. 225-197-1 of the French Commercial Code, as amended, or the relevant sections of the French Tax Code or the French Social Security Code, as amended, to benefit from the specific tax and social security treatment applicable to Qualified Awards. This section 5.3 applies even if the French Participant is no longer an employee.

6.	Holding Period

6.1	Subject only to section 12.1, section 12.2 and section 13 (Corporate events and adjustments) of this French Schedule, the:

6.1.1

expiry of a Holding Period (if any) applicable to a Qualified Award; and

6.1.2

sale or transfer of Stock delivered pursuant to a Qualified Award,

may not occur prior to the expiration of a two-year period as calculated from the Award Date, or such other period as is required to comply with the minimum two-year mandatory retention period applicable to Qualified Awards under Section L. 225-197-1 of the French Commercial Code, as amended, or the relevant sections of the French Tax Code or the French Social Security Code, as amended, to benefit from the specific tax and social security regime. This section 6.1 applies even if the French Participant is no longer an employee.

6.2	Subject to section 12.1, section 12.2 and section 13 (Corporate events and adjustments) of this French Schedule, where:

6.2.1

a Qualified Award is granted with a Vesting Period of less than 2 years under section 5.2.2; and/or

6.2.2

all or a portion of a Qualified Award Vests less than 2 years after the Award Date,

a Holding Period will apply to, as relevant, all or a portion of the Qualified Award for at least until the expiration of a two-year period as calculated from the Award Date, or such other period as is required to comply with the two-year minimum mandatory retention period applicable to Qualified Awards under Section L. 225-197-1 of the French Commercial Code, as amended, or the relevant sections of the French Tax Code or the French Social Security Code, as amended, to benefit from the specific tax and social security regime. For the avoidance of doubt, this section 6.2 may apply even if the Holding Period was not specified in the applicable Award documents.

7.	Dividend Equivalents

A Qualified Award cannot carry the right to Dividend Equivalents. Any dividend and voting rights will apply only upon and from the delivery of the Stock.

8.	Closed Periods

8.1	The Stock delivered to a French Participant pursuant to a Qualified Award may not be sold or transferred by or on behalf of a French Participant during a Closed Period, so long as the French requirements regarding Closed Periods are applicable to the Stock underlying the Qualified Award.

8.2	Nothing in this section 8 (Closed Periods) allows a French Participant to deal at a time prohibited by Dealing Restrictions.

9.	French plan limits

9.1

At the Award Date of any Qualified Award, the total number of Stock granted subject to Qualified Awards and subject to awards under any other employee share plan of the Company where such awards are granted subject to and in accordance with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code and are (or are similar in substance to) a conditional right to acquire Stock (other than an option) for no or limited cost (up to 5 percent of the Market Value of the Stock), must not exceed 10 percent of the issued ordinary share capital of the Company.

9.2	However, this relevant percentage may be increased to 30 percent if Qualified Awards are granted to all Eligible French Employees. Where this percentage is increased to 30 percent, Qualified Awards

may only be granted over such number of Stock as does not exceed a ratio of one to five between the smallest and largest awards of Qualified Awards.

9.3	For the purposes of the limits in this section 9 (French plan limits):

9.3.1

to the extent the Qualified Award has Vested and a Holding Period does not apply or has expired, the Stock does not need to be counted; and

9.3.2

to the extent a Qualified Award has lapsed, the lapsed Stock does not need to be counted.

10.	French individual limit

Qualified Awards cannot be granted to Eligible French Employees owning 10 percent or more of the Company’s share capital (including any outstanding Awards under the Plan or outstanding awards under any other employee share plan operated by the Group where such Awards or awards (as applicable) are, or are similar in substance to, a conditional right to acquire shares or stock, other than non- exercised options), or who may hold, as the result of the Qualified Award, 10 percent or more of the Company’s share capital.

11.	Delivery of Stock only

A Qualified Award may only be settled in Stock and not cash.

12.	Death or Disability

12.1	Notwithstanding any other provision of the Plan, immediately upon the death of a French Participant:

12.1.1

the French Participant’s Qualified Awards will become deliverable in full; and

12.1.2

any applicable Holding Period will expire and the French Participant’s heirs are free to transfer or dispose of the Stock.

12.2	If a French Participant Leaves due to Disability:

12.2.1

any Unvested Qualified Award will:

(i)

continue to Vest in accordance with the terms of the Plan, unless the Board determines that an earlier Vesting Date should apply; and

(ii)

Vest only to the extent that the Board determines any conditions have been satisfied and pro rata to reflect the period from the Award Date until the date the Participant ceases employment, as a proportion of the period from the Award Date until the Vesting Date, unless the Board decides otherwise;

12.2.2

any Holding Period will cease to apply upon Leaving; and

12.2.3

where the Qualified Award was granted subject to the Malus and Clawback Policy, these provisions will continue to apply to the Qualified Award unless and to the extent they are waived or varied by the Board.

13.	Corporate Events and Adjustments

In the event rule 12 (Corporate events), rule 13 (Exchange of Awards) or rule 14 (Variations in stock capital) of the Plan applies, Qualified Awards will be dealt with in accordance with the provisions of the Plan. This may cause the Qualified Awards to cease to qualify for the French specific tax and social security regime. In this case, the provisions of rule 12 (Corporate events), rule 13 (Exchange

of Awards) or rule 14 (Variations in stock capital) of the Plan nevertheless continue to apply, notwithstanding any potential detrimental tax or social security consequences for the French Participant.

14.	Taxation and payment

14.1	Notwithstanding any other provision of the Plan, French Participants shall be ultimately liable and responsible for all Taxation that they are legally required to pay in connection with Qualified Awards.

14.2

To the extent a Qualified Award qualifies for French specific tax and social security treatment under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, the French Participant is responsible for reporting the receipt of any French Taxation under the Plan, and making payment, to the French tax authorities.

14.3	To the extent a Qualified Award or a Conditional Award does not so qualify, or is subject to Taxation outside of France, the Taxation, withholding and payment provisions of the Plan continue to apply to the Qualified Award or Conditional Award, unamended by this French Schedule.

15.	Disqualification of Qualified Awards

15.1

If the Board intends that a Qualified Award will no longer qualify for the specific tax and social security treatment in France applicable to Conditional Awards granted under Sections L. 225-197-1 to L. 225- 197-6 of the French Commercial Code, as amended, the Board may, provided it is authorized to do so under the Plan, determine to lift, shorten or terminate any restrictions then applicable to the Vesting or delivery of the Qualified Award or to the sale of the Stock underlying the Qualified Award which may have been imposed under this French Schedule or in the applicable Award documents.

15.2

In the event that a Qualified Award no longer qualifies under the French tax and social security regime, the French Participant shall be ultimately liable and responsible for all taxes and/or social security contributions that the French Participant is legally required to pay in connection with the Qualified Award and the tax withholding and payment provisions of the Plan will apply unamended by this French Schedule.

16.

Amendment

Subject to the terms of the Plan, the Board (or, as relevant, a committee duly authorized by it) reserve the right to amend or terminate this French Schedule at any time.

Notes:

1.	To cast your vote, you may:

•

Attend and vote at the Annual General Meeting in person;

•

Vote online. The web address for online voting is www.proxyvote.com and is also on the enclosed proxy card. Online voting is available 24 hours a day;

•

Vote by phone. Use any touch-tone telephone to transmit your voting instructions by calling 1-800-690-6903; or

•

Vote by mail. Mark, sign and date the enclosed proxy card, return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

2.	If you choose to vote online, you do not need to return the proxy card.

3.	To be valid, all votes online or by phone must be received by 11:59 p.m. Eastern Time on August 4, 2025. All votes by mail must be received not less than 24 hours before the time appointed for the holding of the Annual General Meeting.

4.	A shareholder of the Company entitled to attend and vote at the above Annual General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.

5.	A shareholder of the Company which is a corporation is entitled to appoint its authorized representative or proxy to vote on its behalf.

6.	When signing as attorney, executor, administrator, or other fiduciary, the proxy must include the full title as such.

7.	In the case of joint shareholders, each owner should sign personally. All holders must sign.

8.	If the shareholder does not insert a proxy of his/her own choice it shall be assumed that they wish to appoint the chairman of the meeting to act for them.

9.	Every shareholder shall have one vote for each share in the Company he, she or it holds. Unless the shareholder indicates to the contrary, all votes in respect of his shareholding will be cast in the same way. Any alterations made in this form must be initialed.

10.

If this form is returned without any indication as to how the person appointed proxy shall vote (including as to any other matter coming before the meeting), the proxy will exercise his or her discretion as to how he or she votes or whether he or she abstains from voting. If the shareholder returns this form appointing the chairman of the meeting to act for them without any further indication as to how the chairman should vote, it shall be assumed that they wish to vote in accordance with the Board’s recommendations.

11.	The proxy may vote at his or her discretion on any other business as may properly come before the Meeting or any adjournment or postponement thereof.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a shareholder of the Company (i) consents to the collection, use and disclosure of the shareholder’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the shareholder discloses the personal data of the shareholder’s proxy(ies) and/or representative(s) to the Company (or its agents), the shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder’s breach of warranty.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V76536-P35911 To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. To approve by ordinary resolution, that the Vertical Aerospace Ltd. 2021 Incentive Award Plan (the “Plan”), be amended and restated to, among other things, increase the share reserve, amend rules relating to Plan stock limits, amend the rules relating to the treatment of awards upon the occurrence of a change in control, as well as certain other amendments for the purposes of clarity and consistency, in the form set forth in Schedule A of the Shareholder Circular. 3. To approve by ordinary resolution the adjournment of the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals No. 1 – 2. For Against Abstain ! ! ! ! ! ! VERTICAL AEROSPACE LTD. The Board of Directors recommends you vote “FOR” the following proposals: VERTICAL AEROSPACE LTD. C/O INVESTOR RELATIONS UNIT 1 CAMWAL COURT, CHAPEL STREET BRISTOL, BS2 0UW UNITED KINGDOM Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE: Such other business as may properly come before the meeting or any postponement or adjournment thereof. ! ! ! VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on August 4, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on August 4, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. All votes by mail must be received not less than 24 hours before the time appointed for the holding of the annual general meeting. SCAN TO VIEW MATERIALS & VOTE 

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Proxy Statement and Annual Report are available at www.proxyvote.com. V76537-P35911 VERTICAL AEROSPACE LTD. Annual General Meeting OF SHAREHOLDERS AUGUST 5, 2025 3:00 PM GMT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The shareholder(s) hereby appoint(s) the Chairman of the Annual General Meeting, as proxy, each with the power to appoint (his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all of the ordinary shares of Vertical Aerospace Ltd. that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 3:00 p.m. GMT, on Tuesday, August 5, 2025 at Unit 1 Camwal Court, Chapel Street, Bristol, BS2 0UW, United Kingdom, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side

EX-99.2 3 ef20051407_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Vertical Aerospace Announces Date for AGM

London, UK & New York, USA | July 1, 2025 — Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company pioneering electric aviation, today announces it will hold its Annual General Meeting (“AGM”) at 3:00 pm GMT on August 5, 2025 at their Bristol Headquarters, Unit 1, Camwal Court, Chapel St, Bristol BS2 0UW, United Kingdom.

Shareholders are invited to consider proposals detailed in the Company’s circular to shareholders, providing notice of the AGM to the Company’s shareholders, and including a letter to the Company’s shareholders and a form of proxy card in connection with the proposals sought to be adopted by the AGM, which is attached as an exhibit to a current report on Form 6-K, filed with the U.S. Securities and Exchange Commission on July 1, 2025.

About Vertical Aerospace

Vertical Aerospace is a global aerospace and technology company pioneering electric aviation. Vertical is creating a safer, cleaner and quieter way to travel. Vertical’s VX4 is a piloted, four passenger, Electric Vertical Take-Off and Landing (eVTOL) aircraft, with zero operating emissions. Vertical will also be launching a hybrid-electric variant, offering increased range and mission flexibility to meet the evolving needs of the advanced air mobility market.

Vertical combines partnering with leading aerospace companies, including GKN, Honeywell and Leonardo, with developing its own proprietary battery and propeller technology to develop the world’s most advanced and safest eVTOL.

Vertical has c.1,500 pre-orders of the VX4, with customers across four continents, including American Airlines, Japan Airlines, GOL and Bristow. Certain customer obligations are expected to be fulfilled via third-party agreements. Headquartered in Bristol, the epicentre of the UK’s aerospace industry, Vertical’s experienced leadership team comes from top tier automotive and aerospace companies such as Rolls-Royce, Airbus, GM and Leonardo. Together they have previously certified and supported over 30 different civil and military aircraft and propulsion systems.

For more information:

Justin Bates, Head of Communications justin.bates@vertical-aerospace.com +44 7878 357 463

Samuel Emden, Head of Investor Affairs samuel.emden@vertical-aerospace.com +447816 459 904

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the announced annual general meeting, design and manufacture of the VX4, business strategy and plans and objectives of management for future operations, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate,” “will,” “aim,” “potential,” “continue,” “are likely to” and similar statements of a future or forward-looking nature. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation the important factors discussed under the caption “Risk Factors” in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2025, as such factors may be updated from time to time in our other filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.