(SEE.L) Seeing Machines Ltd Buy/Sell

Operational Highlights

Nick Cerneaz, CEO, stated. "The second half of the year saw the business adversely affected by the global economic crisis particularly its impact on our DSS and faceLAB businesses. In light of this the Company was restructured in February 2009 to align its revenue and cost base to preserve cash and focus on cash generating operations. We started seeing signs of recovery in the last quarter and believe the Company is well placed to record positive operational performance going forward following the write down of the intangible assets."

The Seeing Machines Annual Report for 2008-2009 is available for download from the Company's website www.seeingmachines.com and will be posted to shareholders in October 2009. Extracts from the Annual Report are set out below.

Enquiries:

Seeing Machines Limited Nick Cerneaz, CEO +61 (0) 2 6103 4700

www.seeingmachines.com
Grant Thornton Corporate Fiona Owen / Robert +44 (0) 20 7383 5100
Finance (Nomad) Beenstock
Daniel Stewart & Company plc Martin Lampshire +44 (0) 20 7776 6550
Walbrook PR Ltd Ben Knowles +44 (0) 20 7933 8780Mob. +44 (0) 7900 346
978ben.knowles@walbrookpr.comhelen.westaway@
walbrookpr.com
Helen Westaway

DIRECTORS REPORT (extract)

Review of Operations

Financial Results

Total revenue for the year increased by A$826,024 to A$5,225,771 (2008: A$4,399,747) whilst revenue from sale of goods and license fees was A$4,824,535 (2008: A$3,880,726). Rendering of services (contract) income of A$96,661 (2008: A$247,046) is down due to Seeing Machines involvement in the AutoCRC project being largely completed and on-going work with Hella KGaA Hueck & Co on hold due to the global economic crisis and its impact on the automotive industry. Other income was A$304,575 (2008: A$271,975) up largely due to favourable foreign exchange movements on sales and purchases.

Operational expenditure for the year was A$5,790,899 up by A$1,717,896 on the prior year (A$4,073,003). Total expenses were A$10,834,883 due to a one-off write-down of intangible assets of A$5,043,984. The increase in operational expenditure was due primarily to increased marketing costs including the costs of goods sold commensurate with the higher revenue from sale of goods and the full year costs of the US sales office.

The Company made an operational loss of A$565,128 for the year ended 30 June 2009 a worsening over the prior year where a profit of A$326,444 was recorded. The Company is reporting a net loss of A$5,609,112 for the year ended 30 June 2009. This result is principally due to the write-down of intangible assets totalling A$5,043,984. The operational loss was due largely to lower than expected revenue in the DSS and faceLAB® businesses which were adversely impacted by the global economic crisis and in particular the slow-down in the automotive industry and in the case of faceLAB® a reduced amount of funding available for R&D projects.

The Company had A$679,166 in cash at 30 June 2009 compared to A$2,771,247 at 30 June 2008. Net assets reduced to A$1,593,783 at 30 June 2009 compared to A$7,090,437 at 30 June 2008 This reduction is largely due to the write-down of assets of A$5,043,984 and the reduction in cash reserves.

Although total revenue increased year on year the growth in revenue was adversely impacted by the global economic crisis leading to lower than expected revenue in a number of business segments. A corporate restructure announced in February was undertaken to address some of these adverse impacts. Furthermore the directors believe that the write-down in the value of intangible assets is appropriate given the current uncertain economic times. A significant benefit of this write-down is that it provides the Company with a foundation for recording positive operational performance in future years.

Operational Highlights

Highlights for the year ended 30 June 2009 included:

Driver State Solution (DSS)

The DSS achieved revenue of A$2,224,810 (2008: A$1,429,793). Although up by A$795,017 (56%) over the prior year this revenue growth was slower than management had anticipated due primarily to the effects of the global economic crisis and the impacts on the automotive industry and the United States economy in particular.

The downturn in the automotive industry saw a pause in our work with Hella KGaA Hueck & Co and progress on the OEM version of the DSS as automotive OEM's cutback on capital expenditure. We are seeing the first signs that this work may get back on track during the coming year.

The weakness in the US economy has also adversely impacted the take-up of the DSS in the US in the prime target markets of commercial fleets and mining operations as companies have been reluctant to make the capital expenditure required for the DSS. Again we are just starting to see the signs that things may improve in 2010 notably in the mining industry, though continued global economic weakness may impact the timing of that. During the last part of the financial year we sold systems to organisations in Indonesia, Botswana, Mexico and Italy and we have also seen strong interest from Australia, the US and South America where there are very significant mining operations in a number of countries including Brazil, Chile and Peru.

The Company has focused ongoing DSS development work on improved data analysis and reporting tools and integration of the systems into customer's operations. This includes the integration of the DSS with the telemetry, communications and real-time reporting systems of multiple fleet management system vendors particularly for road transport and mine management operations. The changes made to the product throughout the year have continued to mature the DSS from its origins as a sensor of the driver's state (circa 2007) to an integrated solution for managing fatigue in fleet operations, particularly in road transport and mining operations. The new modes of driver alerts and the use of telematics technologies to alert fleet dispatchers of critical situations is particularly relevant to the risk mitigation efforts of all transport fleet managers. The system has also been independently certified according to various applicable electrical and safety standards.

The focus during 2010 will be to:

faceLAB®

faceLAB® achieved sales of A$2,377,689, slightly down on the prior record year which saw sales in excess of A$2.5 million. Like the DSS, faceLAB® sales were adversely impacted by the global financial crisis with many potential sales being lost at the last minute due to funding being delayed or curtailed. During the last quarter of the year there were signs that this was turning around with a reduced rate of potential sales being lost in this fashion.

faceLAB® 4.6 was released in August 2008. This version included link precision functionality which allows multiple versions of faceLAB® to be linked together in precision mode.

In February 2009 faceLAB® version 5 was released. Key features of this release include:

Also coinciding with the release of faceLAB® version 5 was the debut of EyeWorks a new rich visual analysis tool from US company Eye Tracking Inc and which is sold under an exclusive arrangement as the analysis suite for faceLAB®. This provides us with a real point of distinction in the growing on-screen analysis market.

faceAPI*

Seeing Machines released the first commercial version of the faceAPI product in August 2008 and sales in excess of a quarter of a million dollars were achieved in the first year of release. Developer licences have been sold to companies developing applications across a broad spectrum of fields including:

The strategy with faceAPI is to derive revenues through two streams:

Developers need to acquire production licenses before they are able to distribute their applications to customers.

TrueField Analyzer®

The Company has progressed the development work required to bring the TrueField Analyzer® (TFA) to market and we are aiming to launch the product this year. At the date of this report there remains however a number of unresolved issues that must be addressed before launching the TFA for commercial sale and consequently there exists a possibility that its introduction may be delayed. We are aiming to have those matters resolved allowing the release of the TFA at the next major industry meeting in October 2009.

During the year the TFA has been exhibited at many relevant industry conferences to build awareness and accelerate the update of the product following its launch. Such events included: Veterans' of Foreign Wars (VFW) Meeting in Orlando FL (August 2008), American Academy of Ophthalmology (AAO) Annual Meeting in Atlanta GA (November 2008), Association for Research in Vision and Ophthalmology (ARVO) Annual Meeting in Ft Lauderdale FL (May 2009), and the World Glaucoma Congress (WGC) in Boston MA (July 2009).

Through the year a number of academic journal papers have been prepared by our research colleagues at the Australian National University (the first has been accepted for publication at the date of this report). A series of academic conference presentations have been made at relevant industry meetings (ARVO, AAO and WGC) and have been well received, including a presentation at the AAO annual meeting (Nov 2008) delivered by the technology's inventor that earned a "Best Paper" award at the meeting.

Initial uptake of the TFA following its launch will be encouraged through support for independent luminary clinical evaluation and then subsequently commercialized through partnership or technology licensing to one of the large medical device OEMs.

James Fulton Muir Nick Cerneaz
Chairman Chief Executive Officer and Director

Balance Sheet As at 30 June 2009
Consolidated Parent

Note A$ A$ A$ A$

Current Assets
Cash and cash equivalents 12 679,166 2,771,247 648,371 2,765,564
Trade and other receivables 13 748,550 866,949 1,242,479 872,458
Inventories 14 259,728 288,243 249,225 288,243
Derivative financial 15 - 12,297 - 12,297

instruments
Other current assets 44,972 77,611 44,972 77,611
Total Current Assets 1,732,416 4,016,347 2,185,047 4,016,173

Non-current Assets
Investments in subsidiaries 16 - - 174 174
Property, plant and equipment 17 302,549 259,906 300,733 259,906
Intangible assets 18 417,361 357,307 417,361 357,307
Capitalised development costs 18 - 5,849,250 - 5,849,250
Total Non-current Assets 719,910 6,466,463 718,268 6,466,637
TOTAL ASSETS 2,452,326 10,482,810 2,903,315 10,482,810

Current Liabilities
Trade and other payables 19 606,370 830,285 598,806 830,285
Provisions 20 232,571 223,353 219,574 223,353
Total Current Liabilities 838,941 1,053,638 818,380 1,053,638

Non-Current Liabilities
Provisions 21 73,602 117,717 73,602 117,717
Government grants 22 - 2,221,018 - 2,221,018
Total Non-Current Liabilities 73,602 2,338,735 73,602 2,338,735
TOTAL LIABILITIES 912,543 3,392,373 891,982 3,392,373
NET ASSETS 1,539,783 7,090,437 2,011,333 7,090,437

Contributed equity 23 9,646,776 9,646,776 9,646,776 9,646,776
Accumulated losses 24 (8,887,593) (3,278,481) (8,373,775) (3,278,481)
Reserves 24 780,600 722,142 738,332 722,142
TOTAL EQUITY 1,539,783 7,090,437 2,011,333 7,090,437

The above balance sheet should be read in conjunction with the accompanying notes.

Income Statement
For the year ended 30 June 2009
Consolidated Parent

Note A$ A$ A$ A$

Continuing operations
Sale of goods and license fees 4,824,535 3,880,726 4,824,535 3,880,726
Rendering of services 96,661 247,046 96,661 247,046
Revenue 4,921,196 4,127,772 4,921,196 4,127,772
Cost of sales (1,869,627) (1,501,311) (2,045,658) (1,501,311)
Gross Profit 3,051,569 2,626,461 2,875,538 2,626,461
Other Income 7 304,575 271,975 304,575 271,975
Deferred Grant income - net 2,245,642 - 2,245,642 -

off against impairment

Marketing expenses (2,190,407) (705,407) (1,560,424) (705,407)
Occupancy and facility (498,958) (344,171) (491,360) (344,171)

expenses
Administrative expenses (1,222,774) (1,466,384) (1,170,506) (1,466,384)
Impairment of development (7,289,626) - (7,289,626) -

costs
Other expenses 8 (9,133) (55,730) (9,133) (55,730)
Profit (Loss) before income (5,609,112) 326,744 (5,095,294) 326,744

tax

Income tax expense 9 - - - -
Net Profit (Loss) for the year (5,609,112) 326,744 (5,095,294) 326,744
Cents Cents
Earnings per share for profit 11

attributable to the ordinary equity holders of the company:
Basic earnings per share (1.906) 0.111
Diluted earnings per share (1.906) 0.111

The above income statement should be read in conjunction with the accompanying notes.

Statement of changes in equity

For the year ended 30 June 2009
Consolidated
Foreign Employee Cash flow
Contributed Accumulated Currency Equity hedge Total
Note Equity Losses Translation reserve reserve Equity
A$ A$ A$ A$ A$ A$
At 1 July 2007 6,553,932 (3,605,225) - 679,722 - 3,628,429
Profit/(Loss) for the year 24 - 326,744 - - - 326,744
Total Income and Expenditure - 326,744 - - - 326,744

for the year

Share Issue 23 3,199,282 - - - - 3,199,282
Transaction costs 23 (106,438) - - - - (106,438)
Share based payments 24 - - - 30,123 - 30,123
Net gain on cash flow hedges 24 - - - - 12,297 12,297
At 30 June 2008 9,646,776 (3,278,481) - 709,845 12,297 7,090,437
Profit/(Loss) for the year 24 - (5,609,112) - - - (5,609,112)
Total Income and Expenditure - (5,609,112) - - - (5,609,112)

for the year
Foreign currency translation 24 - - 42,268 - - 42,269
Share based payments 24 - - - 28,487 - 28,487
Transfer to income statement 24 - - - - (12,297) (12,297)
At 30 June 2009 9,646,776 (8,887,593) 42,268 738,332 - 1,539,783
Parent
Employee Cash flow
Contributed Accumulated Equity hedge Total
Note Equity Losses reserve reserve Equity
A$ A$ A$ A$ A$
At 1 July 2007 6,553,932 (3,605,225) 679,722 - 3,628,429
Profit/(Loss) for the year 24 - 326,744 - - 326,744
Total Income and Expenditure - 326,744 - - 326,744

for the year

Share Issue 23 3,199,282 - - - 3,199,282
Transaction costs 23 (106,438) - - - (106,438)
Share based payments 24 - - 30,123 - 30,123
Net gain on cash flow hedges 24 - - - 12,297 12,297
At 30 June 2008 9,646,776 (3,278,481) 709,845 12,297 7,090,437
Profit/(Loss) for the year 24 - (5,095,294) - - (5,095,294)
Total Income and Expenditure - (5,095,294) - - (5,095,294)

for the year
Share based payments 24 - - 28,487 - 28,487
Transfer to income statement 24 - - - (12,297) (12,297)
At 30 June 2009 9,646,776 (8,373,775) 738,332 - 2,011,333

The above statement of changes in equity should be read in conjunction with the accompanying notes.

Cash flow Statement
For the year ended 30 June 2009
Consolidated Parent

Note A$ A$ A$ A$

Cash flows from operating activities
Receipts from customers 5,201,832 3,688,380 5,201,832 3,688,380

(inclusive of GST)
Grants received (inclusive of 100,787 754,337 100,787 754,337

Payments to suppliers and (5,059,772) (3,666,404) (4,571,947) (3,671,913)

employees (inclusive of GST)
Interest received 106,987 118,682 106,987 118,682
Net cash flows from operating 25 349,834 894,995 837,659 889,486

activities

Cash flows from investing activities
Proceeds from sale of plant 500 1,586 500 1,586

and equipment
Purchase of plant and (195,067) (140,505) (192,912) (140,505)

equipment
Purchase of intangibles (97,235) (104,553) (97,235) (104,553)
Costs incurred on research and (2,139,285) (2,334,396) (2,139,285) (2,334,396)

development
Acquisition of subsidiary 25 - - - (174)
Net cash flows used in (2,431,087) (2,577,868) (2,428,932) (2,578,042)

investing activities

Cash flows from financing activities
Loans to Group - - (472,282) -
Proceeds from issue of shares - 3,199,282 - 3,199,282
Transaction costs on issue of - (106,438) - (106,438)

shares
Net cash flows from financing - 3,092,844 (472,282) 3,092,844

activities

Net increase/(decrease) in (2,081,253) 1,409,971 (2,063,555) 1,404,288

cash and cash equivalents
Net foreign exchange (10,828) (14,152) (53,636) (14,152)

differences
Cash and cash equivalents at 2,771,247 1,375,428 2,765,564 1,375,428

the beginning of the period
Cash and cash equivalents at 12 679,166 2,771,247 648,373 2,765,564

end of period

The above cash flow statement should be read in conjunction with the accompanying notes.

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