Pembroke Vct Regulatory News (PEMB)

Pembroke VCT plc (the "Company")

Results of Annual General Meeting

At the Annual General Meeting of the Company held on Thursday 12 September 2024 at 10.00am, the following resolutions were duly passed.

Ordinary Resolutions

1. To receive the Directors' and the Independent Auditor's Reports and the Company's

Financial Statements for the year ended 31 March 2024.

2. To receive and approve the Directors' Remuneration Report for the year ended

31 March 2024.

3. To re appoint BDO LLP as auditor of the Company to hold office until the conclusion

of the next annual general meeting at which accounts are laid before the Company.

4. To authorise the Directors to fix the remuneration of the auditor.

5. To elect Chris Allner as a Director of the Company.

6. To re-elect Mark Stokes as a Director of the Company.

7. To re-elect Louise Wolfson as a Director of the Company.

8. To re-elect David Till as a Director of the Company.

9. That, in accordance with article 147 of the Company's articles of association (the

"Articles") and in addition to existing authorities, the Directors of the Company be and are

hereby generally and unconditionally authorised in accordance with section 551 of the

Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot and

issue the following B Ordinary shares of 1 pence each in the capital of the Company

("B Ordinary Shares") pursuant to the terms and conditions of the dividend investment

scheme adopted by the Company on 3 December 2015 and in connection with any

dividend declared or paid in the period commencing on the date of this resolution 9 and

ending on the later of the date of the Company's next annual general meeting or the date

falling 15 months after the date of the passing of this resolution:

B Ordinary Shares up to an aggregate nominal amount representing 10% of the issued

B Ordinary Share capital from time to time (approximately 21,967,327 B Ordinary Shares

at the date of this notice).

10. That, in addition to any existing authorities, in accordance with section 551 of the Act,

the Directors be and are hereby generally and unconditionally authorised to exercise all

the powers of the Company to allot:

a. B Ordinary Shares up to an aggregate nominal amount of ￡600,000 in connection

with offer(s) for subscription; and

b. B Ordinary Shares up to an aggregate nominal amount representing 20% of the issued

B Ordinary Shares from time to time; and

that, in connection with the use of the authority, the Directors may pay commission(s)

including in the form of fully or partly paid shares in accordance with article 9 of the

Articles and provided that this authority shall, unless renewed, extended, varied or

revoked by the Company, expire on the later of the date of the Company's next annual

general meeting or the date falling 15 months after the date of the passing of this

resolution save that the Company may, before such expiry, make offers or agreements

which would or might require B Ordinary Shares to be allotted and the Directors may

allot B Ordinary Shares in pursuance of such offers or agreements notwithstanding that

the authority conferred by this resolution has expired.

Special Resolutions

11. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given

power to allot or make offers or agreements to allot equity securities (as defined in

section 560 of the Act) for cash pursuant to the authorities conferred by resolution 9

above as if section 561 of the Act did not apply to any such allotment, and so that:

a. Reference to the allotment in this resolution shall be construed with section 560

of the Act; and

b. The power conferred by this resolution shall enable the Company to make offers

or agreements before the expiry of said power which would or might require equity

securities to be allotted after the expiry of the said power and the Directors may

allot equity securities of such offers or agreements notwithstanding the expiry of

such power.

12. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given

power to allot or make offers or agreements to allot equity securities (as defined in

section 560 of the Act) for cash pursuant to the authorities conferred by resolution 10

above as if section 561 of the Act did not apply to any such allotment, and so that:

a. Reference to the allotment in this resolution shall be construed with section 560

of the Act, and

b. The power conferred by this resolution shall enable the Company to make offers or

agreements before the expiry of the said power which would or might require equity

securities to be allotted after the expiry of the said power and the Directors may allot

equity securities in pursuance of such offers or agreements notwithstanding the

expiry of such power.

13. That the Company be and is hereby generally and unconditionally authorised within the

meaning of section 701 of the Act to make market purchases of B Ordinary Shares

provided that:

(i) the maximum number of B Ordinary Shares hereby authorised to be purchased is an

amount equal to 14.99% of the issued B Ordinary Share capital of the Company from

time to time;

(ii) the minimum price which may be paid for a B Ordinary Share is 1 pence per share,

the nominal amount thereof;

(iii) the maximum price which may be paid for a B Ordinary Share is an amount equal to

the higher of (a) 105% of the average of the middle market quotation per B Ordinary

Share taken from the London Stock Exchange Daily Official List for the five business

days immediately preceding the day on which such B Ordinary Share is to be

purchased and (b) the amount stipulated by Article 5(6) of the Market Abuse

Regulation;

(iv) the authority hereby conferred shall (unless previously renewed or revoked) expire

on the earlier of the AGM of the Company to be held in 2025 and the date which is

15 months after the date on which this resolution is passed; and

(v) the Company may make a contract or contracts to purchase its own B Ordinary Shares

under this authority before the expiry of the authority which will or may be executed

wholly or partly after the expiry of the authority, and may make a purchase of its own

B Ordinary Shares in pursuance of any such contract or contracts as if the authority

conferred hereby had not expired.

For further information, please contact:

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

+44 20 7766 6900

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

enquiries@city.uk.com

Keith Lassman

Howard Kennedy Corporate Services LLP

keith.lassman@howardkennedy.com