Publication of Prospectus and Circular

1 December 2017

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 £10 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 11.00am on 8 January 2018 at which resolutions will be put to Shareholders to approve the issue of further shares in the Company (under the Offer and otherwise) and the cancellation of the share premium account of the Company.

Copies of the Circular and Prospectus are available from Tamara Warren at Oakley Investment Managers LLP (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 8 January 2018 (the date of the General Meeting) and will close not later than 12.00pm on 5 April 2018 in respect of the 2017/2018 Offer and not later than 5.00pm on 29 June 2018 in respect of the 2018/2019 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 2018/19 Offer, may be extended by the Directors at their absolute discretion to a date no later than 30 November 2018.

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 1 December 2017 relating to the Offer between, among others, the Company and Oakley Capital Limited ("Oakley"), Oakley, as co-promoter of the Offer, will receive a commission of up to 5.5% of accepted applications. As Oakley is an associate of one of the directors of the Company 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.

Pursuant to a Deed of Variation dated 1 December 2017 the terms of the Investment Management Agreement with the Company's investment manager, Oakley Investment Managers LLP ("OIM") was varied so as to provide for a revised definition of Annual Running Costs. OIM, as the Company's investment manager, is a related party of the Company under the Listing Rules and, accordingly, this 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 £14 million from its B Ordinary Share pool in 27 companies (of which 26 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

020 7766 6900

Peter Dubens

Oakley Investment Managers LLP (Manager)

020 7766 6900

Andrew Wolfson / Simon Male

Kin Capital Limited, Co-promoter to the Offer

0203 743 3100 / 0203 743 3122

Richard Hoskins / Tom Hopkins

The City Partnership (UK) Limited (Company Secretary)

0131 510 7465

Doreen Nic

Cornerstone Communications

07917 080 365

Richard Acworth