Related Party Transactions

Pembroke VCT plc
(the "Company")

Related Party Transactions

In anticipation of the publication by the Company of a prospectus in relation to an offer for subscription (the "Offer") for new B ordinary shares of £0.01 each ("B Ordinary Shares") which will be published shortly, the Company announces that pursuant to irrevocable undertakings dated 2 October 2014, Laurence Blackall and Peter Dubens (who are directors of the Company) have agreed to subscribe for £100,000 and £400,000 respectively ofB Ordinary Shares under the terms of the Offer before the Offer closes. Since Laurence Blackall and Peter Dubens are directors of the Company (and, in the case of Peter Dubens, is also an associate of Palmer Capital LLP, the proposed promoter to the Offer), each is a related party of the Company under the Listing Rules and, therefore, the relevant undertaking given by them is a transaction to which Listing Rule 11.1.10R applies.

Palmer Capital LLP (which is an associate of Peter Dubens for the purposes of the Listing Rules) entered into an arrangement with the Company on 27 February 2014 whereby it acted as the promoter to a top-up offer of the Company for the issue of 1,649,200 ordinary shares of £0.01 each and in connection with which Palmer Capital LLP received £32,984 in promoter fees. The fees paid to Palmer Capital LLP under the top-up offer have been taken into account in determining the application of the related party rules under the Listing Rules to Peter Dubens' subscription referred to above.