PROXY MATERIALS

“IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FO THE SHAREHOLDER MEETING TO BE HELD ON TUESDAY, APRIL 20, 2010”

LINKS TO VIEW, DOWNLOAD AND PRINT PROXY MATERIALS:

CLICK HERE TO VIEW, DOWNLOAD OR PRINT ALL MATERIALS RELATED TO FISCAL YEAR 2009 ANNUAL SHAREHOLDER MEETING

CLICK HERE TO VIEW, DOWNLOAD OR PRINT PROXY FOR FISCAL YEAR 2009

CLICK HERE TO VIEW, DOWNLOAD OR PRINT PROXY VOTING CARD FOR FISCAL YEAR 2009

Information Regarding Annual Shareholder Meeting for FY08:

• Notice is hereby given that the 2009 Annual Meeting of Shareholders of Butler National Corporation will be held at the Best Western Country Inn and Suites, 506 North 14th, Dodge City, Kansas, on Tuesday, April 20, 2010, at 11:00 a.m.

• The purposes of this meeting are as follows:

1. To elect two (2) directors to serve office for the term of three (3) years or until a successor is elected and qualified.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” MR. STEWART AND MR. WAGONER FOR ELECTION AS DIRECTORS OF BUTLER NATIONAL CORPORATION.

2. To ratify the selection of Weaver & Martin, LLC as auditors for the fiscal year ending April 30, 2010.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE SHAREHOLDER RATIFICATION OF WEAVER & MARTIN, L.L.C. AS OUR INDEPENDENT PUBLIC ACCOUNTANT.

3. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

A shareholder may request view, download and print a copy of the proxy statement, annual report to shareholders, and form of proxy, relating to all of Butler National Corporation future shareholder meetings and for the annual shareholder meeting to be held on Tuesday, April 20, 2010 to which the proxy materials being furnished relate by calling 913-780-9595, or via email at proxy@butlernational.com, or at www.butlernational.com/proxy.htm.