Investor PresentationDecember 2016

Disclaimer

2

The information contained in this document ("Presentation") has been prepared by Seeing Machines Limited (the "Company"). It has not been fullyverified and is subject to material updating, revision and further amendment.

While the information contained herein has been prepared in good faith, neither the Company nor any of its shareholders, directors, officers, agents,employees or advisers give, have given or have authority to give, any representations or warranties (express or implied) as to, or in relation to, theaccuracy, reliability or completeness of the information in this Presentation, or any revision thereof, or of any other written or oral information made orto be made available to any interested party or its advisers (all such information being referred to as "Information") and liability therefore is expresslydisclaimed. Accordingly, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers take any responsibility for,or will accept any liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of, the accuracy orcompleteness of the Information or for any of the opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoeverarising, from the use of this Presentation.

This Presentation may contain forward-looking statements that involve substantial risks and uncertainties, and actual results and developments maydiffer materially from those expressed or implied by these statements. These forward-looking statements are statements regarding the Company'sintentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, prospects, growth,strategies and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties because theyrelate to events and depend on circumstances that may or may not occur in the future. These forward-looking statements speak only as of the date ofthis Presentation and the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflectevents or circumstances after the date of this Presentation.

This Presentation should not be considered as the giving of investment advice by the Company or any of its shareholders, directors, officers, agents,employees or advisers. In particular, this Presentation does not constitute an offer or invitation to subscribe for or purchase any securities and neitherthis Presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Each party to whom this Presentationis made available must make its own independent assessment of the Company after making such investigations and taking such advice as may bedeemed necessary. In particular, any estimates or projections or opinions contained herein necessarily involve significant elements of subjectivejudgment, analysis and assumptions and each recipient should satisfy itself in relation to such matters.

Table of Contents

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• DMS Vision Chip –Routes To Market

• Current Market Sectors

• Caterpillar Industries

• Commercial Fleet Transport

• Aviation

• Rail

• FOVIO DMS

• Why Driver Monitoring Systems (DMS)

• DMS Platform –Product Strategy

• Fovio“Driving Intelligence” –The Road Ahead

• DMS In The News

• FovioDMS Customer Traction

• FovioCommercial Position

• Professional Service Offering

• Investment Summary –Market Opportunity

• Fovio–Advantages Of Ownership vs Spinout

• Appendix

DMS Vision Chip - Routes toMarket

4

Current Market Sectors

USD 5

$35.9BRail safety market

by2019

3Trials completed, 4th

underway,first customer bid

submitted

Rail

500,000Pilotsrequired by

2033

5Successful

proof of concept

programs

Aviation

$21.8MLicense fee+

royalties

4,000+Mining units shipped, millions ofmilesof safer operating

CatMining

Profit Driver

$27.9BTelematics market

by2021

6,000Guardian systems sold, on the roads in

11countries

Fleet

Imminent Growth

$1B+DMSTAMby2026

10+Passenger car models with Fovio starting in2017

AutomotiveFOVIO

Medium Term Growth

www.cat.com/en_AU/support/operations/frms/dss 6

Ultra-rugged hardwaredesign

In-cab driver fatiguedetection

Real-time alerts wakedriver

Remotely monitored byCaterpillar

The DSS is an important componentofour solution at Caterpillar Safety Services. It's ability to alert driversin real-time is critical. From a long-term perspective it provides the facts and data needed to drive improvements to management systems, processes and training.

“

“Licensed toCaterpillar

5year initial term

Ongoing royalties on hardware &services

Exclusive to CAT for their fields of operation

Targeting multi-million $ annualroyalties

Minimal cost base forroyalty revenue

SM engaged to develop next-gen product

Major mining customer win

US infrastructure & construction growth

www.guardiansystem.com 7

In-cab driver fatiguedetection

Real-time alerts wake driver

Reports distracteddriving

24/7 remote monitoring service

Outsourced installerprogram

We are usingcutting-edgetechnology from Seeing Machines, for example, where the driver’s eye movement is monitored to gauge his or her fatigue level. It’s a great safety initiative that I would like to see made compulsory for all vehicles doing line haulwork.

6,000 units sold sincelaunch

Direct sales force in7geographical regions

Distributors in 5 countries

Trials with 46 carriers in11countries

Sold as a technology enabledservice

36 month subscriptioncontract

Partnerships with telematicscompanies

Sales to major fleets in North America

Increased uptake with current fleets

“

“

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Precision eye gazetracking

Fatiguedetection

Incapacitationdetection

Workloadmeasurement

Simulator, Aircraft &Console

The usability and precision of the eye-tracking solution provided by Seeing Machines have demonstrated the potential to provide the next breakthrough in the aviation industry in regards to understanding of pilot performance and pilot-system interaction in anaircraft.

“

“Working with major aviation partners

Multiple funded development programs

Air trafficcontrol

Training performance measurement

In-aircraftmonitoring

Flight data recorder integration

Remote pilotmonitoring

OEM program in 2016

Air traffic control technologypartner

Program with majorairline

Program with trainingfacility

www.seeingmachines.com/industry-applications/aviation/

www.seeingmachines.com/industry-applications/rail/ 30

Camerasystem

OEM andretrofit

Fatigue & distraction monitoring

Wakesdriver

Remote monitoring & intervention

Partner is fundingdevelopment

There have been significant steps inrecent years to enhance safety in therailindustry, and today’s announcementbuildsupon those advancements. Working with Seeing Machines, we are developing on-board technology designed to deliver enhanced safety to our customers and their fleets by ensuring operators remain alert while controlling thelocomotive.

“

“

Partnered with ProgressRail

One of world’s largest rail integrators

Partner provides channel to market

Hardware revenue to Seeing Machines

Monitoring service by Seeing Machines

First proposal for solutionsubmitted

First sale

Funded joint developmentprogram

Appendix

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FovioDMS

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Why Driver Monitoring Systems (DMS)

ADAS to Semi and Full Autonomy• Addresses ADAS handicaps (reduced false alarms or non-required braking)

• Safe handover from car to driver for automated drivingfeatures

• Provides driver state to vehicle in autonomous Levels 3 &4

Smart and Connected Car• Extend vision platform to provide Occupant/Child monitoring systems (OMS)

• Smarter safety systems – classification of person/position/weight/sizeaware

• Vehicle to Vehicle (V2V) & Cloud broadband networks - always on

Comfort &Convenience• Identity / Facial recognition – drivers, occupants,customers

• Enables enhanced reality heads-up display (3D)

• Advanced driver safety (drowsiness, health,wellness)

Smarter Insurance• Generates rich information/statistics on driver behavior

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DMS Platform - Product Strategy

AFull-StackTechnologySolutionFrom humanfactors services to processor implementation, Fovio offers acomprehensive product offering that includes firmware, processor or SiPfor OEMapplications

FovioSysteminPackage(SiP) - Availablefor OEMmarket inearly 2019• FoviodevelopedFPGASoCbasedSiP preloadedwithDMS software• CustomisablebyFoviotomeetcustomerspecific requirements• Designedfor OEMandaftermarket transport applications (“Drop-in-solution”)

FovioProcessorChip–Availablefor aftermarket inlate 2017• FoviobrandedFPGApreloadedwithFovioDMS software• CustomisablebyFoviotomeetcustomerspecific requirement

• Suitable for OEMapplicationsdeliveredthroughmaturetier 1 supplier

FovioFirmware–Available now• Availablefor OEMprogramsuntilSiP is automotivequalified

• Provides flexibility for situationswheresuitablehardwarealready invehicle

• Provides fullycustomisableoptiontomeet“special” customer requirements

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Fovio “Driving Intelligence” –The Road Ahead

Driver Attention (Key ADAS Enabler - Safety)• Eyes on/off road and eyes open/closed• Next generation “predictive” ADAS through better understanding of driver• Relevant warnings and collision avoidance without false alarms• Helps transition ADAS from “irritation” to “irreplaceable”

Driver State (Key Automated Driving Enabler – “Co-pilot”)• Driver drowsiness, wellness and mental state• Safe usage of automated driving Levels 3 & 4 vehicle capabilities• Safe transition/handover from the car to thedriver

Information, Comfort, Convenience (Beyond Driving –Now and in future)• Driver viewpoint for 3D display and augmented reality heads-up-displays

• Intuitive interaction with real time information systems and controls• Driver identification for convenience, personalisation andsecurity

• Comfort & productivity beyond the driving task

Occupant Monitoring System OMS• OMS complementary to DMS• Once camera(s) system is in the vehicle – platform leveraged for more functions• Capabilities to monitor who, what and where for all occupants• Smart safety systems - Including “no child left inside”detector/alarms

13

Porschemission E

“The controls include an eye-tracking system that uses a camera to detect which instrument the driver isviewing”

The DailyMail“The brain-powered CAR: Vehicle

monitors whether a driver ispaying attentionand

slows down if they'redistracted”

DMS In The News

Driver-Assist Systems Could Save about 10,000 U.S. Lives a Year –

BostonConsulting

12

Fovio DMS Customer Traction

RFQSoon(2017)

Fovio informs and educatesOEMs

OEM directs Fovio to preferred tier1

OEM sources DMS solution from tier 1 with integrated Fovio DMStechnology

US PREMIUMBRAND1model

EUROPEANBRAND>10models*

PREMIUM GERMANBRAND2platforms*

PREMIUM EUROPEANBRAND12models*

PREMIUM GERMANBRAND5models*

PREMIUM GERMANBRAND1platform*

OEM and Tier 1 logos used as examples only.

OEMs/ Brands Tier 1 Suppliers Sourced RFQNow(2016 – early2017)

Models* are best estimates at thistime.

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• Sourced through Takata for 10+ car models; 1st model release targeted for 2017

• Renegotiating commercial terms with Takata to mitigate airbag recall risks

• Working directly with 5 global tier 1 automotive suppliers in promotion of DMS

• Currently engaged in 2 premium European OEM (DMS) tenders

• Sales pipeline based on major RFQs in 2016-2017 for over four million vehicles

• Building custom evaluation prototypes for premium German brands

• 60 Fovio DMS research platforms with 14 customers (60 in field and 15 on order)

Fovio Commercial Position

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Professional Service OfferingAdvanced & PC-DMS ResearchPlatform• Leased to OEMs on annual basis• Allows customer to evaluate Fovio technology performance• Flexible design allows experimentation of camera placement in vehicle• Allows Fovio to develop working relationship with OEM technical teams• Over 60 systems leased across 14 OEM and tier 1 customers

EngineeringServices• Engineering support for Advanced PC-DMSplatform

• OEM DMS packaging design – DMS cabin integration performance analysis

• DMS algorithm & SiP customisation - program specificrequirements

• Application support – support for SiP integration into tier 1ECU

• OEM/tier 1 programs – program specific configuration, optimisation & validation

Human Factors Services• Fovio offers full human factors services to OEMcustomers

• Support for research, design and validation of system performance

• Funded research programs related to advanced use of DMS technologies

• OEM DMS programs – validation design and delivery

HumanFactors Psychological/Physiological ComputerVision MachineLearning H/Eye TrackingAlgorithms ProcessorsArch/Logic

Auto Qualification – 26262etc FPGASOC/SIP Validation Real-WorldDatasets In-AutoOptronics ADASArchitectures

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Investment Summary - Market Opportunity

• Significant drivers for DMS technologyadoption• Rising imperative for safety vs increasingly deadly driver distraction &impairment• Government (NCAP)1 pressured adoption of advanced ADAS (increased focus on effectiveness)• Government embracing automated driving concept but with vigilance regarding safe deployment• Always on broadband connectivity – car as mobileplatform• Improving ADAS (Warnings, Collision Avoidance, Levels 1 & 2)• Connecting Car to Driver (V2X2 and Automated Driving Features, Levels 3 & 4)• Comfort & Convenience (Driver Information/Interaction)

• Growing addressablemarket• Light vehicle annual production (88m in 2015 increasing to over 100m by 2020)3

• ADAS a key component of new vehicles

• Competitiveposition• Sourced for existing OEMplatforms• Working with 14OEMsand tier 1s• Partnered with multiple global tier 1 suppliers in pursuit of DMSbusiness

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1– The European New Car AssessmentProgramme2- V2X, or Vehicle-to-Everything, is the passing of information from a vehicle to any entity that might affect the vehicle and includes Vehicle-to-Infrastructure (V2I), Vehicle-to-Vehicle (V2V) and Vehicle-to-Grid. 3 –Source HISAutomotive

Fovio - Advantages of Ownership vsSpinout

• IP ownership remains within Seeing Machines &Fovio• All new IP available to Seeing Machines’ programs; now and in the future

• All new automotive program IP adds to Seeing Machines’ patent portfolio

• Guardian driver data highly valuable to Fovio algorithm development• Fovio SiP supports cost reduction of Guardian and other Seeing Machines’ products

• Key Seeing Machines’ engineers (scarce capability) not lost to external entity• Benefits from corporate structure costsavings

• SEE investors retain full ownership and benefit from entire “up-side”

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Appendix

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CompanyOverview

• Founded in 2000 as a spinout from The Australian National University

• 160 full-time staff – R&D and engineering in Australia and USA

• Leaders in video-based, real-time driver monitoring and alerting systems

• Core technology focused on tracking and interpreting human face and eye behaviour

• End-to-end capabilities - human factors, machine learning, software,hardware

• Commercialising technology through OEM and aftermarket transport products

• Building hardware, software licensing and recurring royalty revenue streams

• Develop bespoke business models to monetise our IP in each target market

• Close relationships with most automotive manufacturers and tier one suppliers

• Working with recognised global partners to achieve greater market penetration

• Technology has a broad application outside of the current transport sectors

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Technical Leadership

• Customer benchmarking confirms that we outperform our automotive competitors

• Recognised for optical hardware expertise in addition to algorithms

• Ability to accurately detect where a person is looking in all ambient conditions

• Proven ability to monitor eyelid behaviour and detect micro sleeps in real-time

• Expanding capability in biometric, physiological and psychometric interpretation

• Launching automotive grade processing module and SiP

• Unique access to validated data through operational business and R&D programs

• Rapidly advancing performance through machine learning and data access

• Designing hardware for integration with large-scale telematics providers

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Major Shareholders

Shareholder

23

%Holding

VS International Venture Pte. Ltd. 12.05%

Royal Bank of Canada 4.94%

Fidelity International 4.39%

Investec 4.24%

Ken Kroeger (CEO) 1.20%*

Insofar as the company is aware, based on notifications received at 8 December 2016.

* Includes all ordinary shares, vested shares, unvested shares and unvested performance rights.

1,075,759,779 ordinary shares in issue. Plus performance rights over 11,354,331 shares in total.

Hunter Hall 4.26%

ADAS Adoption Rate Forecast

Sources:22

Autonomous Driving (R)Evolution

2025

Emergencybreakassist

2013

Parkingassist

TrafficJamassist

Roadworkspartly

automated

Remoteparking

Levelsof Automation

Emergencybreakassist>60Km/h

Fully

parking

Highwaypartlyautomatedstopandgo,

automatedcruising,0 -130Km/h

Roadworkshighly

automated

Highwayfully

Citystop automated

&go

Time

Source:23

• Road from ADAS to Autonomous is long despite thehype

• Still 10 years before even basic ADAS features (Level 1 & 2) are perfected

• Autonomy in urban locales (TAAS)1 is not Autonomous vehicles for themasses

• Analyst Estimates for 25% penetration of Level 52 (Full Automation) range from 2035 to2050

• Level 3 & 4 will be the bulk of the market for the next 25 - 30 years(Situational)

• “Co-Pilot” - Vehicle needs awareness of driver to pass control for conditions not in scope – i.e. Car & Driver are Co-pilots. DMS is critical part of the technology stack for safe and reliable semi-autonomous vehicles.

1- Transportation as a service2– SAE (Society of Automotive Engineers) Level5

Roadmap for Driver / Operator Monitoring

• Hyper-vigilant

• Engaged

• Distracted

• Disengaged

• Alert• Drowsy• Micro-sleeping• Sleeping• Incapacitated

• Underloaded• Normal• Overloaded

Develop Actionable Face, Eyelid, Eye Gaze Tracking & Psychometric Signals

Engagement Level Drowsiness WorkLevel

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Mike McAuliffe,CEO• Extensive strategic, commercial and technical experience as CEO from start-up to global corps.

• Acquired and grew automotive tier 1&2 electronics business (Germany)

Nick DiFiore, VP Sales andMarketing• Built automotive division at Xilinx to over US $150m

• Automotive engineer (Ford &Visteon)

Tim Edwards, CTO & Seeing Machines co-founder• Unparalleled DMS technical experience

• Highly respected within automotive DMS and computer vision industries

Dr. Mike Lenne, Chief Scientist, Human Factors• World recognised HF automotive safety expert

• Presented at over 25 conferences since joining Seeing Machines two years ago

Dr. Sebastien Rougeaux, Chief Scientist & Seeing Machines co-founder• World recognised computer vision expert

• Over 15 years’ DMSexperience

Rodney Stewart, ChiefEngineer• Extensive telematics and tier 1 automotive semi-conductor experience

• Motorola, Yazaki,Xilinx

FovioTeam

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Fovio Senior Executive Biographies

MikeMcAuliffe, CEOBased in San Francisco Bay area, Mike brings over 20 years of senior management experience in successfullybuilding global businesses in the semiconductor, embeddedsoftware and electronics industry ranging from start-ups through extensive M&A to running large public corporation units, in multiple verticals including the globalautomotiveindustry.

Prior to Fovio,Mikeheldthe positionof President ofROHMPowervation andbefore that as CEOofPowervation Inc,which was a VC backed Irish digital power processor start-up that established a leading position in their marketandwasacquiredbyROHMSemiconductor(Japan) in2015.

Prior to this, Mike held various executive management roles at Pulse Electronics, in multiple countries/continents,where hehelpedgrow the companyto a global$1B leader in its markets includingresponsibility for the automotivebusiness based in Germany. Earlier in his career, heworked for Texas Instruments andNXP in technical marketing&semiconductor design engineering roles. He is an alumniof Harvard Business School (AMP), Henley ManagementCollege(UK) (MBA)andUniversityCollegeCork(Ireland) (EE).

NickDiFiore,VPSalesand MarketingBased in the Detroit area, Nick brings more than 30years of experience in the research, development, marketing,and sales of automotive electronics and semiconductors, and a track record of building profitable businessesaroundadvancedtechnologyinvariousSenior Management roles.

Prior to Fovio, Nick held the position of senior director of Automotive at Xilinx Inc, where he helped guide theprogrammablelogic (PLD) ICcompanyintotheautomotivesector andemergingAdvancedDriver Assistance (ADAS)space, growing automotive revenue more than 10x with >60% PLD market share in his 11 year tenure. Prior toXilinx, Nick held various senior engineering and engineering management positions at Visteon and Ford Motor Co,achieving automotive industry firsts in Infotainment and Telematics development and commercialization, earningboth SmithsonianInnovation and Henry FordTechnology Awards. He hasreceived 10U.S.Patents andholdsaBachelor’sDegreeinElectrical EngineeringfromLawrenceTechnological University.

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Thank you to our shareholders for supporting our journey.

For 15 years we’ve been helping computers make sense of people. We’ve done this by giving machines the ability to understand where someone is looking and by allowing vehicles to detect if their drivers are paying enough attention or are falling asleep. Together, we’ve helped make machines smarter, simpler and more seamless touse.

But our journey isn’t over, in fact, it’s really just the beginning, as we start tomovefromreactive sensingofwhat you’redoingtoproactively understandinghowyouare. Andhow,is powerful.

See the possibilities

www.seeingmachines.com

ThankYou