Publication of Prospectus and Circular

29 October 2015

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 of subscription of £15 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") to shareholders convening a shareholder general meeting (the "General Meeting") to be held at 3 Cadogan Gate, London SW1X 0AS at 10.00am on 3 December 2015 at which resolutions will be put to Shareholders to approve the issue of further B Ordinary Shares and Ordinary Shares, the adoption of a dividend reinvestment scheme with authorities for the issue of further Ordinary Shares and B Ordinary Shares under that scheme, a revision to the Articles of Association of the Company and the cancellation of the share premium account of the Company.

Both the Circular and Prospectus will be sent to existing shareholders. 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 3 December 2015 (the date of the General Meeting) and will close not later than 12.00pm on 5 April 2016 in respect of the 2015/2016 Offer and not later than 5.00pm on 29 April 2016 in respect of the 2016/2017 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 2016/17 Offer, may be extended by the Directors at their absolute discretion to a date no later than 14 October 2016.

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 October 2015 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 between 5% (where commission is payable to an intermediary or for subscriptions from private investors not using an intermediary who are not existing shareholders) and 2% (in all other cases) of the relevant accepted applications. The maximum amount of commission payable by the Company to Oakley under the terms of the offer agreement is £1,262,000. 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.

The first offer of B Ordinary Shares was launched in October 2014 and closed for subscriptions in July 2015. To date, the Company has invested £19.0 million funds it has raised through its Ordinary Shares and B Ordinary Shares pools in a diverse portfolio of 23 companies.

A copy of the Prospectus is available, free of charge, from the registered office of the Company.

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 / Andrew Wolfson

The City Partnership (UK) Limited, Company Secretary

0131 243 7210

Doreen Nic

Kin Capital Limited, Co-promoter to the Offer

0203 743 3100 / 0203 743 3122

Richard Hoskins / Tom Hopkins

FTI Consulting

020 7831 3113

Edward Bridges / Emily Hartman