Amendment to Investment Management Agreement

Pembroke VCT plc (the "Company")

1 April 2021

Amendment to Investment Management Agreement

The Company and Pembroke Investment Managers LLP (the "Manager"), the Company's investment manager, have today entered into an agreement amending and restating (the "IMA Variation") the Company's investment management agreement (the "IMA").

The IMA Variation relates to the indemnity that is given under the IMA by the Manager to the Company in respect of the Company's annual running costs (the "Costs Cap"). Prior to the IMA Variation the annual running costs that were the subject of the Costs Cap were referenced to a fixed monetary amount. In view of the increase in the size of the Company since those previous arrangements were implemented, as a result of the IMA Variation the Costs Cap is now referenced to the net asset value of the Company ("NAV"), with the Manager now agreeing to indemnify and keep indemnified the Company by such amount as is equal to the excess by which the annual running costs of the Company exceed 0.5% of NAV, calculated on an annual basis. 

As the Manager is a related party of the Company under the Listing Rules, by virtue of it being the Company's investment manager, the IMA Variation constitutes a transaction to which Listing Rule 11.1.10R applies.

For further information, please contact:

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

+44 20 7766 6900

Doreen Nic

The City Partnership (UK) Limited (Company Secretary)

enquiries@city.uk.com

Keith Lassman

Howard Kennedy Corporate Services LLP

+44 20 3755 5561

Media enquiries (Press Office)

Zoe Powell

Share Communications

team@sharecomms.co.uk