Results of general meeting
14/03/2018

Results of general meeting

Pembroke VCT plc

Results of General Meeting

At a General Meeting of Pembroke VCT plc (the “Company”) held on Monday 8 January 2018 at 11.00am, the following resolutions were duly passed:

Ordinary Resolutions

1. THAT, in addition 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 of 1p each in the capital of the Company (“B Ordinary Shares”) up to an aggregate nominal amount of £300,000 in connection with offer(s) for subscription;

b. ordinary shares of 1p each in the capital of the Company (“Ordinary Shares”) for cash up to an aggregate nominal amount representing 20% 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 20% 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 7 April 2019 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 offers or agreements notwithstanding that the authority conferred by this resolution has expired.

Special Resolutions

2. 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 Resolution 1 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 offers or agreements 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 offers or agreements notwithstanding the expiry of such power.

3. 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:

Resolution For Against Vote

Withheld

1 To authorise the allotment and issue of further B Ordinary Shares and Ordinary Shares. 368,884 nil nil

2 To disapply pre-emption rights in relation to the above allotments and issues. 359,550 9,334 nil

3 To cancel the share premium account. 368,884 nil nil

For further information, please contact:

Pembroke VCT plc

+44 20 7766 6900

Peter Dubens

Cornerstone Communications

+44 7917 080 365

Richard Acworth

Oakley Investment Managers LLP (Manager)

+44 20 7766 6900

Andrew Wolfson / Simon Male

The City Partnership (UK) Limited (Company Secretary)

+44 131 510 7465

Doreen Nic