Related Party Transaction

30 March 2017

Pembroke VCT plc

Related Party Transaction

On 30 November 2016 Pembroke VCT plc (the "Company") launched an offer for subscription for up to £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").

Peter Dubens, a director of the Company, has submitted an application to subscribe, in aggregate, £200,000 for B Ordinary Shares under the terms of the Offer, which has been accepted. As a director of the Company, he is a related party of the Company under the Listing Rules.

Pursuant to an offer agreement (the "Offer Agreement") dated 30 November 2016 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) and 2% (in all other cases) of the relevant accepted applications, with reductions to the fee applying in the case of early applications under the Offer (only where no intermediary commission is payable). No commission is, however, payable to Oakley in the case of direct investments of £200,000 made at any time during the Offer.

As Oakley was an associate of Peter Dubens at the time the Offer Agreement was entered into, Oakley was a related party of the Company under the Listing Rules and consequently the payment of commission by the Company to Oakley under the Offer Agreement was a transaction to which Listing Rule 11.1.10R applied. The payment of this commission to Oakley has been taken into account in determining the application of the related party rules under the Listing Rules to Peter Dubens' subscription referred to above, and consequently Peter Duben's subscription is a transaction to which Listing Rule 11.1.10R applies.

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 243 7215

Doreen Nic

Cornerstone Communications

07917 080 365

Richard Acworth