PEMV.L Regulatory News (PEMV)

Pembroke VCT plc

Results of Annual General Meeting

At the Annual General Meeting of Pembroke VCT plc (the "Company") held on Thursday 24 September 2015 at 11.00am, the following resolutions were duly passed.

Ordinary Resolutions

1. To receive and approve the Directors' and the Independent Auditor's Reports and the Company's financial statements for the year ended 31 March 2015.

2. To approve a final dividend of 0.6p per Ordinary share in respect of the year ended 31

March 2015 with a payment date of 30 October 2015 and a record date of 9 October 2015.

3. To receive and approve the Directors' Remuneration Report for the year ended 31 March 2015.

4. To re-appoint Grant Thornton UK LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

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

6. To re-elect Peter Dubens as a Director of the Company.

7. (i) That the Directors 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 relevant securities (as defined in that section) up to an aggregate nominal value of 10% of the Company's aggregate issued Ordinary and B Ordinary share capital from time to time during the period commencing on the passing of this resolution and expiring on the earlier of the date of the annual general meeting of the Company to be held in 2016 and the date which is 15 months after the date on which this resolution is passed (unless the authority is previously revoked, varied or extended by the Company in general meeting) but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would

or might require relevant securities to be allotted after such expiry; and

(ii) That all previous authorities given to the Directors in accordance with section 551 of the Act be and they are hereby revoked, provided that such revocation shall not have retrospective effect.

Special Resolutions

8. The Directors be and are hereby empowered pursuant to section 570 and 573 of the Act to allot or make offers or agreements to allot equity securities as defined in section 560 of the Act for cash pursuant to the authority given pursuant to Resolution 7 set out in the notice of Annual General Meeting as if section 561(1) of the Act did not apply to such allotment provided that this power shall expire on the date falling 15 months after the date of the passing of this resolution and provided further that this power shall be limited to the allotment and issue of equity securities in connection with:

(i) the allotment of equity securities with an aggregate nominal value of up to but not exceeding 10% of the Company's aggregate issued Ordinary and B Ordinary share capital where the proceeds of the allotment may be used in whole or in part to purchase the Company's Ordinary shares, and

(ii) the allotment of equity securities from time to time with an aggregate nominal value of up to but not exceeding 5% of the aggregate issued Ordinary and B Ordinary share capital of the Company.

9. 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 Ordinary and B Ordinary shares of 1p each in the capital of the Company ("Ordinary and B Ordinary shares") provided that:

(i) the maximum number of Ordinary and B Ordinary shares hereby authorised to be purchased is an amount equal to 14.99% of the issued Ordinary and 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 an Ordinary or B Ordinary share is 1p per share, the nominal amount thereof;

(iii) the maximum price which may be paid for an Ordinary or B Ordinary share is an amount equal to 105% of the average of the middle market prices shown in the quotations for an Ordinary or B Ordinary share as applicable in The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased;

(iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the Annual General Meeting of the Company to be held in 2016 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 Ordinary or 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 Ordinary or B Ordinary shares in pursuance of any such contract or contracts as if the

authority conferred hereby had not expired.

Proxy votes cast were as follows:

For further details about the Company please either visit the Company's website,

Pembroke VCT plc

www.pembrokevct.com,

or contact:

Oakley Investment Managers LLP (Manager)

+44 20 7766 6900

Peter Dubens / Andrew Wolfson

The City Partnership (UK) Limited (Company Secretary)

0131 243 7210

Doreen Nic