Result of General Meeting

Pembroke VCT plc

Result of General Meeting

At the General Meeting of Pembroke VCT plc (the "Company") held on Monday 3 November 2014 at 3.00pm, the following special resolutions were duly passed.

1. THAT, (a) a class of B Ordinary Shares of £0.01 each in the capital of the Company ("B Ordinary Shares") shall be and is hereby created, each share having attached thereto the rights and being subject to the restrictions set out in the new articles of association produced to the meeting and signed by the chairman for the purposes of identification (the "Proposed Articles"), and (b) that the Proposed Articles are adopted in substitution for the existing articles of association and replace them in full.

2. THAT, without prejudice to any existing authorities, in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot and grant rights to subscribe for or to convert any security into:

a. new B Ordinary Shares in the capital of the Company up to an aggregate nominal amount of £350,000 in connection with an offer for subscription on such terms as set out in the circular to shareholders of the Company dated 3 October 2014 (the "Circular");

b. new B Ordinary Shares in the capital of the Company for cash and otherwise than pursuant to sub-paragraph a. above, up to an aggregate nominal amount representing 10% of the issued B Ordinary Share capital from time to time;

and that in connection with the use of this authority, the Directors may pay commission(s) including in the form of fully or partly paid shares in accordance with article 9 of the Proposed Articles; and provided that this authority shall, unless renewed, extended, varied or revoked by the Company, expire on 3 February 2016 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 offer or agreement notwithstanding that the authority conferred by this resolution has expired.

3. 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 general authority conferred by resolution 2 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 any offer or agreement 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 offer or agreement notwithstanding the expiry of such power.

4. THAT, the payment of a promoter's fee of 2% of the gross proceeds of the offer for subscription by the Company of up to 35,000,000 B Ordinary Shares of £0.01 each and on the terms of the prospectus dated on or around the date of this document (the "Offer") to Palmer Capital LLP, being a related party arrangement, under the Offer Agreement be and is hereby approved.

5. THAT, the Performance Fee in respect of the B Ordinary Shares between the Company and Oakley Investment Managers LLP, being a related party arrangement, be and is hereby approved.

6. THAT, without prejudice to any other existing authorities, the Company be and is hereby generally and unconditionally authorised, pursuant to section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of B Ordinary Shares of 1p each in the capital of the Company, provided that:

a. such authority is limited to the purchase of 14.99% of the issued B Ordinary Share capital at the close of the Offer;

b. the minimum price (excluding expenses) which may be paid for such B Ordinary Shares is 1p per share, the nominal amount of each such share;

c. the maximum price (excluding expenses) which may be paid for such B Ordinary Shares shall be the higher of:

i. an amount equal to 105% of the average of the middle market quotations for such class of the Company's shares, as derived from the daily Official List of the London Stock Exchange, for the five business days immediately preceding the day on which the purchase is made; and

ii. the value of a share of such class of the Company's shares calculated on the basis of the higher of the price quoted for (1) the last independent trade of and (2) the highest current independent bid for any number of such class of the Company's shares on the trading venue where the purchase is carried out; and

d. the Company may make a contract or contracts to purchase its own B Ordinary Shares under this authority prior to the expiry of this authority which will or may be executed wholly or partly after the expiry of the authority, and the Company 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.

The authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of: (1) the date of the annual general meeting of the Company to be held in 2015, and (2) the date which is 15 months after the date on which this resolution is passed.

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