Seeing Machines Regulatory News (SEE)

Seeing Machines Limited

Issue of Shares to Staff

29 September 2014

Seeing Machines Limited (AIM: SEE), the AIM-listed technology company pioneering computer-vision based operator monitoring and intervention technology services, announces an issue of equity to staff under the Company's long term incentive plan, as part of the staff 2014 remuneration review.

The Company has issued new fully paid ordinary shares of no par value ("New Ordinary Shares") under the terms of the Executive Share Plan approved by shareholders in 2010, and consistent with the Long Term Incentive Plan ("LTIP") for senior executives as announced on 5 September 2013.

The Company has issued New Ordinary Shares in two offers.

The first offer is to six senior executives (including the CEO and CFO) as part of the LTIP. These shares have been offered on the basis of Company and personal performance for the financial year ending 30 June 2014. A total of 4,387,353 New Ordinary Shares have been allocated in varying numbers to the trustee of the LTIP Loan Plan to be held on trust for the executives.

Consistent with the share offers made in September 2013, these shares will only vest for the benefit of executives, if, after three years from the end of the relevant financial year (i.e. 30 June 2017): (a) the Company's share price meets performance criteria set by the remuneration committee; and (b) the executive is still employed by the Company (subject to a small number of exceptions).

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. Under the LTIP, the issue price is set at the end of the financial year in respect of which the shares have been issued. In this case the issue price is 6.12 pence, being the average closing mid share price on AIM over the 30 trading days up to 1 July 2014. Under the AIM Rules the Company is not allowed to issue shares to directors and applicable employees during a close period, which includes the period of two months leading up to the release of the Company's annual accounts.

The second offer is a one-off general offer of shares to eligible staff who are not covered by the Company's other incentive schemes. These staff will each receive shares equivalent to AUD 5,000 (GBP 2,740). A total of 1,022,863 New Ordinary Shares will be issued to 46 staff. There are no loans for these shares and they vest on issue. These shares are also issued at a price of 6.12 pence.

Executive Directors Ken Kroeger and James Walker are participating in the first offer.

Ken Kroeger, CEO, holds 2,272,357 ordinary shares through the Cook Kroeger Superannuation Fund and is now interested in a total of 6,892,753 Ordinary Shares under the LTIP, including 1,286,503 issued in this offer. Mr Kroeger holds the voting rights to the LTIP shares, but as described above, he will be entitled to these shares only if certain conditions are met. Including the LTIP shares, Mr Kroeger has a total beneficial interest in 9,620,110 Ordinary Shares representing approximately 1.16% of the total voting rights in the Company.

James Walker, CFO, holds 320,000 ordinary shares through his investment vehicle Kirri Cove Pty Limited and is now interested in a total of 2,691,532 Ordinary Shares under the LTIP, including 618,513 issued in this offer. Mr Walker holds the voting rights to the LTIP shares, but as described above, he will be entitled to these shares only if certain conditions are met. Including the LTIP shares, Mr Walker has a total beneficial interest in 3,011,532 Ordinary Shares representing approximately 0.36% of the total voting rights in the Company.

Application will be made for the 5,410,216 New Ordinary Shares to be admitted to trading on AIM. It is expected that admission will occur on 3 October 2014. Immediately following the admission of the New Ordinary Shares, the Company will have 827,636,469 ordinary shares in issue.

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About Seeing Machines

Seeing Machines, (AIM: SEE), is an AIM-listed technology company that specialises in operator monitoring and intervention technologies and services. Its software and engineering services are used in products and applications that range from devices that improve driver safety and save lives to assessing trainees in simulators and simplifying the relationships between people and technology. Seeing Machines technology is used worldwide across the automotive, mining, transport and aviation industries; as well as many of the leading academic research groups and transportation authorities. Seeing Machines is headquartered in Australia, and has offices in Tucson, Mountain View, and Santiago. The Company counts Caterpillar, Takata, Eye Tracking Inc and Samsung Electro-Mechanics (SEMCo) as its partners and BHP Billiton, Freeport McMoran, Teck, Toll Holdings amongst its customers.