Seeing Machines : Notice of Annual General Meeting

Seeing Machines Limited

ACN 093 877 331

Notice of 2022 Annual General Meeting

Notice is given that the 2022 Annual General Meeting (AGM) of shareholders of Seeing Machines Limited (Seeing Machines or the Company) will be held at 80 Mildura Street, Fyshwick ACT on Monday, 28 November 2022 at 5.00pm (Canberra time).

The AGM will be held as a hybrid meeting, which means shareholders can attend online or in person. Details regarding how to attend the AGM are set out below.

Shareholders attending the AGM online, can watch, vote, make comments and ask questions during the AGM via the online platform as follows:

https://seeingmachines.zoom.us/j/91486397248?pwd=bHpLa3VaanNic2tXV2pjYWRJRjRJdz09

Meeting ID: 914 8639 7248

Passcode: 139745

Online Voting Platform:https://meetnow.global/MM6SVFJ

Items of Business

1. Annual Financial Report, Directors' Report and Auditor's Report
   To receive and consider the Annual Financial Report, Directors' Report and Independent Auditor's Report for the Company for the year ended 30 June 2022.
   There is no resolution relating to this item of business.
2. Resolutions
   Resolution 1: Re-election of Director - Michael Brown
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Michael Brown, who retires in accordance with Rule 6.4(a) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."
   Resolution 2: Re-election of Director - Gerhard Vorster
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Gerhard Vorster, who retires in accordance with Rule 6.4(a) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."
   Resolution 3: Auditor Appointment
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That in accordance with section 327B(1)(b) of the Corporations Act and for all other purposes, Pricewaterhouse Coopers having been nominated by a member of Seeing Machines Limited and consented in writing to act in the capacity of auditor, be appointed as the auditor of Seeing Machines Limited effective from the conclusion of the AGM."

Resolution 4: Change to Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That for the purposes of Section 136(2) of the Corporations Act and all other purposes, approval is given for the Company to amend its Constitution in the manner outlined in the Explanatory Statement with effect from the close of the AGM."

Further details in respect of the items of business are provided in the Explanatory Statement accompanying this Notice. The Explanatory Statement, the Proxy Form, the Form of Instruction and the Important Information form part of, and should be read together with, this Notice.

By Order of the Board

Susan Dalliston

Company Secretary

25 October 2022

Important Information

MEETING PARTICIPATION AND VOTING

Shareholders are encouraged to participate in the AGM virtually via the Zoom video conferencing facility and Computershare's Online Voting Platform which will allow shareholders to vote and ask questions in real time.

Important:

Part Abelow is for shareholders who have share certificates and who do not hold depository interests on the AIM market.

Part Bbelow is for shareholders who hold depository interests on the AIM market.

If you are not sure of the nature of your shareholding, please seek clarification by contacting our share registry, Computershare Investor Services (both in Australia and United Kingdom) (together Computershare), as follows:

Australia	United Kingdom
Computershare Investor Services Pty Limited	The office of The Depositary
GPO Box 242	Computershare Investor Services PLC
Melbourne, Victoria, 3001	The Pavilions, Bridgwater Road
AUSTRALIA	Bristol BS99 6ZY
Phone [phone] or [phone]	United Kingdom
Online: www.investorcentre.com/contact	Phone [phone]
	Web: www.computershare.com

Determining if you are eligible to vote and participate at the AGM

Investor	Eligibility
Share certificate	The Directors have determined that the shareholding of each shareholder for the purpose
holder	of ascertaining the voting entitlements for the AGM will be as it appears in the share
	register of the Company at 7:00pm (Canberra time) on Saturday, 26 November 2022.
	Accordingly, transfers registered after that time will be disregarded in determining
	entitlement to participate in and vote at the meeting.
Joint holder	In the case of joint holders, the vote of the senior who tenders a vote, whether in person
	or by proxy, representative or attorney, may be accepted to the exclusion of the votes of
	the other joint holders and, for this purpose, seniority of joint holders will be decided by
	the order in which the names stand in the register.
Depository	Voting entitlements for the AGM will be as it appears in the Depositary Interest Register
Interest holders	as at 6:00pm (GMT) on Wednesday, 23 November 2022.

PART A SHAREHOLDERS WHO HAVE SHARE CERTIFICATES

How you can vote

If you are entitled to participate in and vote at the AGM, you can vote your shares in one of the following ways. Seeing Machines reserves the right to declare a Proxy Form invalid if it is not received in either of these ways.

Shareholders are encouraged to call Seeing Machines' share registry, Computershare, if you have any questions regarding submitting your votes (refer contact details above).

Voting	Details	Steps
Option

ONLINE, You may vote your shares and appoint a

prior to the Proxy online prior to the AGM.

AGM

Go to:www.investorvote.com.au

To be effective, your votes and proxies must be entered online no later than 5.00pm (Canberra time) on Saturday, 26 November 2022.

BY POST OR	Voting your shares	Completed Voting and Proxy Forms may be
FAX, prior to	You may vote your shares prior to the AGM	posted to:
the AGM
by completing the enclosed Voting and Proxy	Seeing Machines Limited
	Form.	C/- Computershare Investor Services
	Appoint a Proxy or Nominee	Pty Limited
	GPO Box 242
	Shareholders may appoint a proxy or proxies	Melbourne VIC 3001
	to vote and act on your behalf at the AGM. A	Australia
	proxy need not be a Shareholder and can be	Alternatively, completed Voting and Proxy
	an individual or a body corporate.
	Forms may be faxed to:
	To appoint a proxy, Shareholders should
	1800 783 447 (within Australia) or
	complete the enclosed Proxy Form.
	[phone] (outside Australia).
	If no direction is given on a resolution on the
	To be effective, your completed Voting and
	Proxy Form, your vote may be passed to the
	Proxy Form must be received by Seeing
	Chair of the AGM as your proxy. The Chair
	Machines no later than 5.00pm (Canberra
	will vote in accordance with the voting
	time) on Saturday, 26 November 2022.
	intentions stated below.
ATTENDING	You may vote during the AGM by attending	Registration for the Online Voting Platform
THE	the AGM virtually and using the Online Voting	will commence from 4.30pm on Monday, 28
MEETING -	Platform.	November 2022.
Virtually	You can do this by logging into the Online	Shareholders
	Voting Platform at	When you log into the Online Voting Platform
	https://meetnow.global/MM6SVFJ, where
	https://meetnow.global/MM6SVFJ, you will
	you will be able to register and vote online, in
	be invited to register as a Shareholder or
	real time, during the AGM.
	proxy holder and once registered, will be
	You should ensure that you have access to a	able to vote your shares. You will need to
	laptop, computer, tablet or mobile device and	provide your Shareholder number (HIN or
	be connected to internet to use the Zoom	SRN).
	video conferencing facility and Online Voting	Proxy holders
	Platform.
	A proxy who is attending virtually (online) will
		sent an email containing a unique invite code
		and instruction on how to register.
		If you experience any technical
		difficulties using the Online Voting
		Platform during the AGM, please contact
		Computershare on [phone].
		More information on how to use the Online
		Voting Platform is available in the online user
		guide available at
		www.computershare.com.au/onlinevotinggui
		de.
ATTENDING	If you attend the AGM in person, you will be	Registration will commence from 4.45pm
THE	able to register and vote at the AGM by	(Canberra time) on Monday, 28 November
MEETING -	attending 80 Mildura Street, Fyshwick ACT.	2022.
Physically		To facilitate a smooth registration, please
		bring a copy of your Proxy Form with you on
		the day.

Power of attorney

If you appoint an attorney to act on your behalf at the AGM your appointment must be made by a duly executed power of attorney. The power of attorney (or a certified copy of it) must be received by Seeing Machines' share registry no later than 5.00pm (Canberra time) on Saturday, 26 November 2022.

Corporate representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers at the AGM. The representative should deliver to Seeing Machines, prior to the AGM, a properly executed letter or other document confirming its authority to act as the company's representative.

Voting intentions

The Chair of the AGM intends to vote all available proxies in favour of ('FOR') all resolutions. Voting on each of the proposed resolutions at the AGM will be conducted by a poll.

How you can ask questions and make comments

Shareholders are invited to submit questions and make comments relating to the business of Seeing Machines, any item of business at the AGM or forward written questions to the Company's external auditor about the conduct of the audit and the content of the Auditor's Report, by using any of the following methods.

Whilst we may not be able to respond to each question individually, we will endeavour to respond to as many as possible of the most frequently raised Shareholder questions.

Option	Details	Steps
ONLINE,	You may submit questions	Go to:	www.investorvote.com.au
POST OR	and comments online or via	Email:	[e-mail]
EMAIL, prior	email prior to the AGM.
to the AGM		Post:	Seeing Machines Limited
			Company Secretary
			80 Mildura Street, Fyshwick ACT 2609
			Australia
		Questions and comments must be received by Seeing
		Machines no later than 5.00pm (Canberra time) on Monday,
		21 November 2022.
ATTENDING	Shareholders who join the	Registration for Zoom will commence from 4.30pm on
THE	AGM virtually will be able to	Monday, 28 November 2022 by:
MEETING -	ask questions during the	https://seeingmachines.zoom.us/j/91486397248?pwd=
Virtually	AGM.
bHpLa3VaanNic2tXV2pjYWRJRjRJdz09
	You may ask questions by
	Meeting ID: 914 8639 7248
	typing your question into
	comments feature within	Passcode: 139745
	Zoom.	When you join Zoom you will be able to ask questions by
	You may also ask questions	clicking the box on the screen and typing in your question.
	verbally (rather than in	You may also speak by 'raising' your hand and when invited
	writing) if this is your
	preferred choice.	by the Chair, unmuting yourself to speak.
ATTENDING	If you attend the AGM in	Registration will commence from 4.30pm (Canberra time) on
THE	person, you will be able to	Monday, 28 November 2022.
MEETING -	ask questions at the AGM by	On registration, you will be provided with an attendance card.
Physically	attending 80 Mildura Street,

Fyshwick ACT.