Result of General Meeting

Pembroke VCT plc

Result of General Meeting

At the General Meeting of Pembroke VCT plc (the "Company") held on Thursday 3 December 2015 at 10.00 a.m., the following resolutions were duly passed.

Ordinary Resolutions

1. THAT, in substitution 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. B Ordinary Shares in the capital of the Company up to an aggregate nominal amount of £240,000 in connection with an offer for subscription described in the circular to shareholders of the Company dated 29 October 2015 (the "Circular");

b. Ordinary Shares in the capital of the Company for cash up to an aggregate nominal amount representing 10% of the issued Ordinary Share capital from time to time;

c. 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 the authority, the Directors may pay commission(s) including in the form of fully or partly paid shares in accordance with article 9 of the Articles; and provided that this authority shall, unless renewed, extended, varied or revoked by the Company, expire on 2 March 2017 save that the Company may, before such expiry, make offers or agreements which would or might require Ordinary Shares or B Ordinary Shares to be allotted and the Directors may allot Ordinary Shares or B Ordinary Shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

2. THAT, pursuant to article 147 of the Company's Articles of Association, that the Company adopt a dividend investment scheme on the terms and conditions set out in the Circular and that the Directors be authorised to offer holders of Shares in the Company the right to receive Shares, credited as fully paid, instead of cash in respect of the whole (or some part as may be determined by the Directors from time to time) of any dividend declared in the period commencing of the date of this Resolution 2 and ending on the day before the next annual general meeting following the date of the passing of this resolution pursuant to the Company's dividend investment scheme.

Special Resolutions

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 authorities conferred by resolutions 1 and 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 Articles of Association of the Company be amended by the deletion of article 177.

5. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the court order is made confirming such cancellation, be and is hereby cancelled.

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