2012 Declaración del Apoderado

2012 Declaración del Apoderado

VICON INDUSTRIES, INC.

89 Arkay Drive

Hauppauge, NY 11788

(631) 952-2288

Notice of Annual Meeting of Shareholders

To Be Held on May 24, 2012

To the Shareholders of Vicon Industries, Inc.

Notice is hereby given that the Annual Meeting of Shareholders of Vicon Industries, Inc. (the "Company"), a New York corporation, will be held at the Company's principal executive offices located at 89 Arkay Drive,

Hauppauge, New York 11788, on May 24, 2012 at 10:30 a.m. local time for the following purposes, all of which are more completely described in the accompanying proxy statement:

1.

To elect two directors for a term expiring in 2015;

2.

To ratify the appointment of BDO USA, LLP, as the Company's independent registered public accountants for the fiscal year ending September 30, 2012; and

3.

To receive the reports of officers and to transact such other business as may properly come before the meeting.

Shareholders entitled to notice of and to vote at the Annual Meeting are shareholders of record at the close of business on March 30, 2012.

Last year, the Company implemented Internet voting availability and will once again furnish its proxy materials primarily over the Internet. As a result, a "Notice of Internet Availability of Proxy Materials" is first being mailed to Shareholders on or about April 9, 2012. The Notice of Internet Availability of Proxy Materials contains instructions on how to access the Company's proxy materials and vote via the Internet and telephone. For those

Shareholders who elect to receive a paper copy of the Company's proxy materials in the future, this notice and proxy statement will be mailed on or about the mailing date of Notice of Internet Availability of Proxy Materials.

By Order of the Board of Directors,

Hauppauge, New York

April 9, 2012

Joan L. Wolf

Secretary

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO

SUBMIT YOUR PROXY AND VOTING INSTRUCTIONS VIA THE INTERNET OR BY TELEPHONE,

OR, IF YOU RECEIVE A PAPER PROXY CARD AND VOTING INSTRUCTIONS BY MAIL, YOU MAY

VOTE YOUR SHARES BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND

RETURNING IT IN THE ACCOMPANYING PRE-ADDRESSED POSTAGE-PAID ENVELOPE AS

DESCRIBED ON THE ENCLOSED PROXY CARD. PLEASE REFER TO THE SECTION ENTITLED

"HOW DO I VOTE" ON PAGE 2 OF THE PROXY STATEMENT FOR A DESCRIPTION OF THESE

VOTING METHODS. YOU MAY REVOKE A PREVIOUSLY DELIVERED PROXY AT ANY TIME

PRIOR TO THE ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND

WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN

PERSON AT THE ANNUAL MEETING.

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