Issue of Shares and Total Voting Rights

Seeing Machines Limited

21 November 2024

Issue of Shares and Total Voting Rights

Seeing Machines Limited (AIM: SEE, "Seeing Machines" or the "Company"), the advanced computer vision technology company that designs AI-powered operator monitoring systems to improve transport safety,  announces that the Board has issued a total of 118,904,187 new ordinary shares of no par value in the Group ("New Ordinary Shares") for the benefit of key members of staff for previously announced performance awards under the terms of the Group's Long Term Incentive ("LTI") scheme (the "Award").

The New Ordinary Shares, which rank pari passu with the existing Ordinary Shares in Seeing Machines, will be held in the existing Group trust (the "Trust") until such time as the beneficiaries of the Award exercise the performance rights and options. On the exercise of such performance rights and options, the Trust will transfer the shares to the relevant beneficiary. Following this issue, the Trust holds a total of 133,685,819 ordinary shares of no par value representing 3.1% of the enlarged issued share capital of the Company.

Application will be made for 118,904,187 New Ordinary Shares to be admitted to trading on AIM and admission is expected to occur on or around 26 November 2024 ("Admission"). Following Admission, the total issued share capital of the Group will be 4,271,645,483 Ordinary Shares with no Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Group post Admission will be 4,271,645,483 and this figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in Seeing Machines.

Kate Hill, Seeing Machines Chair, commented: "An important element of our remuneration strategy is to award key members of our team with shares in the Company in order to retain them in the business and align their interests with those of our shareholders.  This issue of New Ordinary Shares to the Seeing Machines Trust is the first issue since 2019 and covers the Award period from 2021 through to 2024, as well as anticipated further awards through to 2027. The most recent award was largely structured immediately post-Covid when it was important to retain and incentivise key staff, and 54,604,331 of the shares under that award have met the criteria for vesting."

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About Seeing Machines (AIM: SEE), a global company founded in 2000 and headquartered in Australia, is an industry leader in vision-based monitoring technology that enable machines to see, understand and assist people. Seeing Machines is revolutionizing global transport safety. Its technology portfolio of AI algorithms, embedded processing and optics, power products that need to deliver reliable real-time understanding of vehicle operators. The technology spans the critical measurement of where a driver is looking, through to classification of their cognitive state as it applies to accident risk. Reliable "driver state" measurement is the end-goal of Driver Monitoring Systems (DMS) technology. Seeing Machines develops DMS technology to drive safety for Automotive, Commercial Fleet, Off-road and Aviation. The company has offices in Australia, USA, Europe and Asia, and supplies technology solutions and services to industry leaders in each market vertical.

www.seeingmachines.com