Seeing Machines Regulatory News (SEE)

Seeing Machines Limited

("Seeing Machines", the "Company", or, together with its subsidiaries the "Group")

CEO Long Term Incentive Equity Program

26 June 2017

Seeing Machines (AIM:SEE), an industry leader in computer vision based human sensing technologies which enable breakthrough solutions in performance, safety and user experiences, advises that further to the announcement on 9 May 2017, the Remuneration Committee has granted incentive equity rights to recently appointed CEO Mike McAuliffe (the "Grant Date") under its CEO Long Term Incentive Equity Program.

Subject to his continued employment with the Seeing Machines group, Mr McAuliffe has been granted rights to acquire 37,161,379 ordinary shares of no par value in the Company ("Ordinary Shares"), totaling 2.5% of the Company's current issued share capital. Two thirds of the rights (representing 24,786,640 Ordinary Shares) have been granted as options over Ordinary Shares ("Options") and one third (12,374,739 Ordinary Shares) have been granted as performance rights (the "Performance Rights"). Both the Options and Performance Rights will vest monthly over 48 months, with the first vesting date being 29 August 2016, the date Mr McAuliffe began employment with the Group.

The Performance Rights entitle Mr McAuliffe to be automatically issued 257,807 Ordinary Shares for no exercise price, on a monthly basis. The Options vest in equal tranches (being 516,388 Options) on a monthly basis and can be exercised at Mr McAuliffe's discretion over a ten year period at an exercise price of 3.89 pence, which is the average market price of the Company's shares over the 5 trading days before the Grant Date and they shall expire on the tenth anniversary of the first vesting date of 29 June 2017. The schedule of Options and Performance rights are set out in a table below.

Blocking Listing Application

The Company today announces that an application has been made to the London Stock Exchange for a block listing of securities in respect of 37,161,379 Ordinary Shares to be admitted to trading on AIM.

These Ordinary Shares will be issued from time to time in order to satisfy the requirement to allot Ordinary Shares arising from the Options and Performance Rights detailed above. It is expected that admission will become effective on 29 June 2017.

The Ordinary Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company. The Company will provide six monthly updates in its block listing return, at which point any changes to total voting rights arising from the issuance of Ordinary Shares from Performance Rights will also be stated.

Mike McAuliffe

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

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About Seeing Machines

Seeing Machines, (AIM: SEE) is an industry leader in computer vision based human sensing technologies which enable breakthrough solutions in performance, safety and user experiences. With more than 15 years of R&D investment and proven industry experience, Seeing Machines uses advanced sensing technologies and machine learning algorithms to deliver precision tracking and analysis of heads, faces and eyes for multiple emerging applications. A primary application is Driver Monitoring Systems to detect and deal with drowsiness, distraction and broader cognitive states which enables intelligent ADAS / Autonomous Driving adoption. A further key application is in-vehicle real time delivery of precision eye tracking in real world conditions, normalizing for all light conditions (and challenges such as sunglasses) for smart display systems etc. It delivers its AI based technology platform in a range of solutions from embedded software to proprietary processors to full systems including a 24/7 monitoring and intervention telematics service ("Guardian") for the commercial trucking sector - which prevents accidents and saves costs and lives. Seeing Machines' technology has been adopted by global industry leaders across the transportation spectrum such as Caterpillar. Seeing Machines is headquartered in Canberra, Australia and currently has offices and people in Melbourne, Tucson, Silicon Valley, Detroit and UK.

The attached notifications, made in accordance with the requirements of the EU Market Abuse Regulation, give further detail on the above.