Seeing Machines Regulatory News (SEE)

Seeing Machines Limited

("Seeing Machines" or the "Company")

IMPLEMENTATION OF NEW LONG TERM INCENTIVE PLAN FOR EXECUTIVES AND

ISSUE OF EQUITY

Seeing Machines Limited (AIM: SEE), the AIM-listed technology company with a focus on vision based human machine interfaces,announces today the implementation of a significant Long Term Incentive Plan ("LTIP") for senior executives. Having put a quality management team in place, Seeing Machines wishes to incentivise and retain them.

Accordingly, the Company announces that the first round of 15,290,020 new fully paid ordinary shares of no par value ("New Ordinary Shares") have been allocated in varying numbers to the trustee of the Loan Plan on trust for 10 executives (including the CEO and CFO). These shares will not vest for the benefit of executives

(i) until 1 July 2016 (subject to a small number of extraordinary events occurring) and

(ii) unless the executives remain with the Company for more than 3 years and

(iii) unless the Company's share price meets or exceeds a 'stretch target'.

Should these requirements be met, Seeing Machines will provide a non-recourse, interest-free loan to enable the executives to purchase their allocated shares at a price set at the beginning of the 3 year period. The shares issued under the LTIP, which have been subscribed for by way of Company loans to the trust, have been issued at a price of 2 pence per share for Ken Kroeger and one other, and at a price of 3 pence per share for 8 other executives. Under the LTIP, the issue price is set in July each year based on the average of the trading price for the 30 days preceding 30 June.

The Company also announces that it has today issued 1,345,227 New Ordinary Shares to a Director, former Directors and present and former senior executives under the 'Old' Executive Share Plan ("ESP") (terminated on 30 June 2013) and 4,453,036 New Ordinary Shares under an agreement reached between the Company and three senior sales people to convert their after-tax bonuses into shares. The shares issued under the 'Old' ESP are based on a salary/fee sacrifice arrangement and have been issued at a price of 2.4 pence per share.

Under the 'payment of bonuses' arrangement, some shares were issued at 2 pence per share and some at 2.75 pence per share.

Under the Old ESP (in the case of David Gaul) and the LTIP (in the case of Ken Kroeger), the Directors are now interested in shares as follows:

1. David Gaul's shares are held in the name of Jaiclimb Pty Ltd.

2. Ken Kroeger's interest in shares is held in the name of Insperience Pty Ltd.

Application has been made for the 21,718,285 New Ordinary Shares to be admitted to trading on AIM. It is expected that admission will occur on 6 September 2013. Immediately following the admission of the New Ordinary Shares, the Company will have 502,226,253 ordinary shares in issue.

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