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Vicon and IQinVision Announce Merger Agreement

Vicon Expects to Declare a Special Cash Dividend of $0.55 to Shareholders

March 31, 2014

Vicon Industries, Inc. VII: NYSE-MKT, and IQinVision, Inc., a privately held California corporation, announced today, March 31, 2014, that they have entered into a definitive merger agreement that is expected to create a global provider of integrated solutions to the video security market. Vicon is a designer and producer of video security and surveillance systems. IQinVision designs and produces high performance HD megapixel IP cameras.

The merger has been approved by the boards of directors of both companies and is subject to shareholder approval, and other customary closing conditions. The transaction is expected to close in Vicon September quarter. Under the terms of the merger agreement, Vicon will issue shares of Vicon common stock to IQinVision shareholders in an all-stock merger whereby IQinVision shareholders will own approximately 50 percent of the outstanding common stock of the combined company. After the merger, Vicon will have approximately 9,000,000 shares outstanding.

As permitted and contemplated by the merger agreement, Vicon expects to declare a special cash dividend of $0.55 per share payable with respect to shares of Vicon common stock held by shareholders of Vicon as of a record date prior to the completion of the merger and payable to such holders within 15 days after the completion of the merger.

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