ONEOK, Inc. (OKE)
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AGM 2019

May 22, 2019

John W. Gibson
Chairman of the Board, ONEOK

Good morning, ladies and gentlemen, and welcome. I'm John Gibson, chairman of the board of ONEOK, Inc., and it's my pleasure to welcome you to the ONEOK 2019 Annual Meeting of Shareholders. I now call this meeting to order. It is our intention to conduct today's meeting according to the agenda and rules and procedures that you received as you entered the room. Please note that following adjournment of the meeting, there will be an opportunity for you to ask questions. The polls will open for voting after all of the proposals have been presented. I remind you that statements made during our annual meeting that include ONEOK's expectations or predictions should be considered forward-looking statements and are covered by the safe harbor provision of the Securities Act of 1933 and the Securities Exchange Act of 1934. Actual results could differ materially from those projected in any forward-looking statements.

For a discussion of factors that could cause actual results to differ, please refer to our SEC filings. Before proceeding to the business of the meeting, let me introduce to you our board, whom I ask to stand and to remain standing until all introductions have been made. Please hold your applause until all the directors have been introduced. Brian Derksen, retired Deputy Chief Executive Officer of Deloitte U.S., Dallas, Texas. Julie Edwards, retired Senior Vice President and Chief Financial Officer of Southern Union Company and former Chief Financial Officer, Frontier Oil, Houston, Texas. Mark Helderman, retired Managing Director and Co-Portfolio Manager of Sasco Capital, Inc., Westlake, Ohio. Randy Larson, retired Chief Executive Officer of TransMontaigne Partners L.P., Tucson, Arizona. Steve Malcolm, retired Chairman of the Board, President, and Chief Executive Officer of The Williams Companies, Tulsa, Oklahoma. Jim Mogg, retired Chairman of the Board of DCP Midstream, Hydro, Oklahoma.

Pattye Moore, Chairman of the Board and Interim President and Chief Executive Officer of Red Robin Gourmet Burgers and former President, Sonic Corporation, Broken Arrow, Oklahoma. Gary Parker, President, Moffitt, Parker and Company, Inc., Muskogee, Oklahoma. Eduardo Rodriguez, President, Strategic Communication Consulting Group, El Paso, Texas. Terry Spencer, President and Chief Executive Officer of ONEOK, Inc., Tulsa, Oklahoma. Let's give them a hand. At the table to my right is Eric Grimshaw, Vice President, Associate General Counsel, and Corporate Secretary of ONEOK, Inc., who will serve as Secretary for this meeting. Against the wall, Dan Loffer, Assistant Vice President of EQ Shareowner Services, our independent stock transfer agent, has been appointed as Inspector of Election for this meeting. Mr. Grimshaw will now report on the mailing of the notice of this meeting and the presence of a quorum.

S. Eric Grimshaw
Vice President, Associate General Counsel, and Corporate Secretary, ONEOK

Thank you, Mr. Chairman. Notice of this meeting, accompanied by a proxy statement covering the matters to be acted upon, a proxy card, and the company's 2018 annual report, were first mailed on April the 4th to each shareholder of record as of March the 25th, 2019. A list of shareholders entitled notice of and to vote at this meeting has been available for viewing here at corporate headquarters for the past 10 days and is available for viewing at this meeting. At the record date, 412,742,641 shares of ONEOK common stock were issued and outstanding. We are informed by the Inspector of Election that the count of shares immediately prior to this meeting shows that a majority of the shares of ONEOK common stock outstanding at the record date are represented at this meeting in person or by proxy. Mr. Chairman, a quorum is present.

John W. Gibson
Chairman of the Board, ONEOK

Thank you, Mr. Grimshaw. I hereby declare a quorum is present and that this meeting is duly convened for the purpose of conducting such business as may properly come before it. On behalf of the Board of Directors of ONEOK, I express my appreciation to all shareholders in attendance today and all shareholders who return their proxies. At today's meeting, we are asking our shareholders to vote on the following three proposals. Proposal number one is the annual election of 11 directors to serve for a one-year term, expiring at the company's annual meeting of shareholders in 2020. The nominees for the 11 director seats, as set forth in the proxy statement for this meeting, are Brian L. Derksen, Julie H. Edwards, John W. Gibson, Mark W. Helderman, Randall J. Larson, Steven J. Malcolm, Jim W. Mogg, Pattye L. Moore, Gary D. Parker, Eduardo A. Rodriguez, Terry K.

Spencer. Proposal number two is the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for ONEOK, Inc. for the 2019 fiscal year. Proposal number three is the annual advisory vote on the compensation paid to the named executive officers as described in the proxy statement for today's meeting. I now move for shareholder approval of these three proposals. The polls are now open. I would like to point out that those of you who have previously returned proxies have authorized the persons named in the proxy to vote your shares as instructed on all proposals coming before the meeting, and you do not need to vote by ballot. If any shareholder present has not submitted a proxy or wishes to revoke a previously voted proxy and cast their vote by ballot, please at this time raise your hand and you will be given a ballot.

Since all those desiring to vote by proxy or ballot have done so, I declare the polls closed. The inspector of election will now count the votes. While the inspector is completing the tabulation of the votes, I would like to ask Terry Spencer, our President and Chief Executive Officer, to provide an update on the company's performance.

Terry K. Spencer
President and CEO, ONEOK

Thank you, John, good morning, and welcome to ONEOK's Annual Meeting of the Shareholders. Thank you for your continued trust and investment in our company. A review of 2018 was included in the proxy statement and the ONEOK annual report, which were distributed to investors in advance of today's meeting. These include detailed information on ONEOK's 2018 financial and operational performance, and I encourage you to review them if you've not already done so. 2018 was an exceptional year of exciting growth opportunities and realized potential. Since our last shareholder meeting held last May, we have announced several additional natural gas liquids and natural gas projects, bringing the total investment in our current capital growth program to more than $6 billion. These projects are anchored by long-term fee-based contracts, volume commitments, and acreage dedications.

After more than a year of talking about our capital growth projects, we are nearing completion of several of them. Over the coming months, these projects will add critical NGL takeaway, fractionation, natural gas processing capacity for our customers where they need it most, providing ONEOK with substantial long-term fee-based earnings and cash flow growth. Construction on these projects is progressing well, our ability to predict expected completion dates improves every week. We expect the southern portion of the Elk Creek Pipeline to be complete early in the third quarter of this year, with the entire pipeline complete in the fourth quarter. The Arbuckle II Pipeline and MB-4 fractionator are expected to be complete in the first quarter of 2020.

Additionally, our Demicks Lake number 1 natural gas processing plant is expected to begin service in the fourth quarter of this year, with Demicks Lake II expected to come online in the first quarter of 2020. When completed, these projects will strengthen ONEOK's existing 38,000-mile network of NGL and natural gas pipelines, 20 natural gas processing plants, seven NGL fractionators, and numerous storage facilities in high-producing NGL-rich basins spanning from the Canadian border to the Texas Gulf Coast. We expect these investments that come with attractive returns to be the foundation for even stronger returns to our investors and position us to expand the reliable services our customers expect and need in the near and long term. As our business grows, we must continue to be focused on our commitment to improving environmental, safety, and health performance.

In 2018, ONEOK experienced its best year on record in respect to its environment, safety, and health metrics performance. These results translated into less employees being injured, less frequent vehicle incidents, and a reduced impact to the environment because of our ongoing operations. Our employees remain committed to working safely, reliably, and in an environmentally responsible manner to ensure the integrity of our assets and company, I thank them for their continued hard work and dedication. While I'm very proud of these accomplishments, we can never become complacent as we stay committed to pursuing a zero-incident culture by continuously working to mitigate risk and eliminate incidents. 2018 was an outstanding year on all fronts: financially, operationally, commercially, and from an ES&H standpoint. We've had a great start to this year, I look forward to getting a number of these projects to the finish line in the coming months.

2019 is a year of execution as we bring more of our announced growth projects online that are expected to drive significant earnings growth in the years to come. For example, we expect earnings to grow more than 20% compared with 2019, we will continue to look for new opportunities. I'd like to thank you all for your continued trust and support and investment in our company.

John W. Gibson
Chairman of the Board, ONEOK

Thank you, Terry, for those comments. Mr. Grimshaw, will you please report on the results of the voting?

S. Eric Grimshaw
Vice President, Associate General Counsel, and Corporate Secretary, ONEOK

Mr. Chairman, we have been provided the preliminary report of the inspector of election as follows. Each of the 11 director nominees has been elected to the board of directors, and each of the two other proposals have been approved by the required vote of the ONEOK shareholders.

John W. Gibson
Chairman of the Board, ONEOK

Thank you, Mr. Grimshaw. Because no one has submitted any additional business for this meeting, in accordance with the provisions of our bylaws, there is no other business to come before this meeting. I once again express my appreciation to those shareholders who attended this meeting and to those who submitted their proxies prior to this meeting, and I now declare this annual meeting of shareholders concluded. At this time, we're now ready for Terry to come back up and entertain any questions that you might have.