Publication of a Prospectus and Circular

29 August 2018

Pembroke VCT plc

Publication of Prospectus and Circular

Pembroke VCT plc (the "Company") has today published a prospectus (the "Prospectus") in relation to the offer for subscription of up to £20 million of B Ordinary Shares of 1p each in the capital of the Company with an over-allotment facility for up to a further £20 million of B Ordinary Shares (the "Offer").

The Company has also today published a circular (the "Circular") convening a shareholder general meeting (the "General Meeting") to be held at 3 Cadogan Gate, London SW1X 0AS at 9.00 am on 27 September 2018 at which resolutions will be put to Shareholders to approve the issue of further shares in the Company (under the Offer and otherwise).

Copies of the Circular and Prospectus are available from Tamara Warren at Oakley Investment Managers LLP (tel: 020 7766 2836).

Subject to shareholder approval at the General Meeting, the offer of further B Ordinary Shares is expected to become unconditional with effect from 27 September 2018 (the date of the General Meeting) and will close not later than 12.00pm on 5 April 2019 in respect of the 2018/2019 Offer and not later than 5.00pm on 16 August 2019 in respect of the 2019/2020 Offer, or as soon as the Offer is fully subscribed. The closing date of the Offer, and the deadline for receipt of applications for the final allotment with respect to the 2019/20 Offer, may be extended by the Directors at their absolute discretion to a date no later than 28 August 2019.

Application has been made for the admission of the further B Ordinary Shares to be issued under the Offer to listing on the premium section of the UKLA's Official List and to trading on the main market of the London Stock Exchange. It is expected that new B Ordinary Shares will be issued throughout the period of the Offer until it closes.

Pursuant to an offer agreement dated 29 August 2018 relating to the Offer between, among others, the Company and Oakley Investment Managers LLP ("Oakley"), Oakley, as promoter of the Offer, will receive a commission of up to 3.5% of accepted applications. As Oakley is the Company's investment manager and, therefore, a related party of the Company under the Listing Rules, the payment of such commission by the Company to Oakley is a transaction to which Listing Rule 11.1.10R applies.

Peter Dubens, a former director of the Company and a member of Oakley (holding a majority membership interest in Oakley and having a controlling interest in Oakley Capital Limited), is subscribing for £400,000 of B Ordinary Shares under the Offer (the "PD Subscription"). As a former director of the Company, and having such interests in Oakley and Oakley Capital Limited, Peter Dubens is a related party of the Company under the Listing Rules, and the PD Subscription is a transaction to which Listing Rule 11.1.10R applies.

The B Ordinary Share class was launched in October 2014, and to date the Company has invested £25.5 million from its B Ordinary Share pool in 32 companies (of which 29 remain active investments).

A copy of the Prospectus is available, free of charge, from the registered office of the Company at 3 Cadogan Gate, London, SW1X 0AS.

Copies of the Prospectus and the Circular will be submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website:

http://www.morningstar.co.uk/uk/NSM

For further information, please contact:

Pembroke VCT plc/ Oakley Investment Managers LLP (Manager)

020 7766 2836

Andrew Wolfson/ David Till

The City Partnership (UK) Limited (Company Secretary)

0131 510 7465

Doreen Nic

Cornerstone Communications

07917 080 365

Richard Acworth