ONEOK, Inc. (OKE)
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AGM 2018

May 23, 2018

Speaker 1

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 2018 Annual Meeting of Shareholders. I 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 be 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 expectations or predictions should be considered forward looking statements and are covered by the Safe Harbor provisions of the Securities Act of 1933 and the Securities and 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 your Board, whom I ask to stand and remain standing until all introductions have been made. Please hold your applause until all the directors have been introduced. Brian Dirkson, 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 Corporation, Houston, Texas. Randy Larson, Retired Chief Executive Officer of Transmontane Partners LP, Tucson, Arizona Steve Malcolm, retired Chairman of the Board, President and Chief Executive Officer of The Williams Companies Inc, Tulsa, Oklahoma Jim Maag, retired Chairman of the Board of DCP Midstream GP, LLC Hydro Oklahoma Patty Moore, Chairman of the Board, Red Robin Gourmet Burgers and Former President, Sonic Corporation, Broken Arrow Oklahoma Gary Parker, President Moffett Parker and Company Inc, Muskogee, Oklahoma Eddie Rodriguez, President, Strategic Communications Consulting Group, El Paso, Texas and Terry Spencer, President and Chief 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 Dan Laufer of EQ Shareholder 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.

Speaker 2

Thank you, Mr. Chairman. Notice of this meeting accompanied by a proxy statement covering the matters to be acted upon at this meeting, the proxy card and the company's 2017 annual report were first mailed on April 5, 2018 to each shareholder of record as of March 26, 2018. List of shareholders entitled to 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, 411,000,67,162 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 therefore present.

Speaker 1

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 four proposals.

Proposal number 1 is the annual election of 10 directors to serve for a 1 year term expiring at the company's Annual Meeting of Shareholders in 2019. The nominees for the 10 directorships as set forth in the proxy statement for this meeting are Brian L. Dirkson, Julie H. Edwards, John W. Gibson, Randall J.

Larson, Stephen J. Malcolm, Jim W. Mogg, Patty L. Moore, Gary D. Parker, Eduardo A.

Rodriguez and Terry K. Spencer. Proposal number 2 is the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for ONEOK Inc. For the 2018 fiscal year. Proposal number 3 is the approval of the new equity incentive plan adopted by the Board of Directors on February 21, 2018, as described in the proxy statement for today's meeting.

Proposal number 4 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 4 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 raise your hand and you will be given a ballot.

Since all those desiring to vote by proxy of a 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.

Speaker 3

Good morning, and welcome to ONEOK's Annual Meeting of the Shareholders. Thank you for your continued trust and investment. At ONEOK, we are driven to serve our customers with a focus on generating peer leading returns and value creation. As crude oil and natural gas producers continue to experience significant improvements in drilling efficiency and technology, we have proven time and time and again that we are committed to making sound investments in infrastructure to serve our customers while providing long term value to our stakeholders. 2017 was a successful year for the company in spite of challenging financial markets.

A review of the year 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 2017 financial and operational performance, and I encourage you to review them if you have not already done so. This morning, I'd like to talk about what we're doing now and into the future to grow our business and enhance ONEOK's position as a leading midstream service provider. So far in 2018, we're making good progress on our announced list of growth projects that totals more than $4,000,000,000 for critical infrastructure that is expected to meet the demands of producers and customers who need our midstream services to deliver their products to the marketplace. All of our key capital projects are progressing on schedule as we work with landowners, state and local agencies and other stakeholders involved in our current infrastructure build out.

Over the next couple of years, these projects will strengthen ONEOK's existing 38,000 mile network of NGL and natural gas pipelines, 20 natural gas processing plants, 7 NGL fractionators and numerous storage facilities in high producing NGL rich basins spanning from the Canadian border to the Texas Gulf Coast. We had a solid Q1 and are well on our way to achieving our financial guidance expectations for 2018. Since the acquisition of the remainder of ONEOK Partners in June 2017, we have raised ONEOK's dividend 29%. And most recently, we increased quarterly dividend on May 15 by $0.025 per share to 0 point 7 $5 or 3 point dollars annualized. Increased demand, Mid Continent, Rockies and Permian volume growth remain key drivers of our long term growth strategy.

And so far this year, we've seen both STACK and SCOOP volumes on our system meet or exceed our expectations and demand for ethane continues to ramp up with additional world scale ethane crackers coming online. As our business continues to grow, it is essential to continue strengthening our commitment to improving environmental, safety and health performance. Safe, reliable and environmentally responsible operation of our assets is made possible by our professional and dedicated workforce, which is our greatest asset. Their hard work and commitment continues to deliver strong results for the company, our customers and you, our investors. I'd like to thank all of you for your continued trust, support and investment in our company.

Thank

Speaker 1

you. Mr. Grimshaw, will you please report on the results of the voting?

Speaker 2

Mr. Chairman, we've been provided the preliminary report of the Inspector of Election as follows. Each of the 10 director nominees has been elected and each of the other three proposals has approved by the required vote of the ONEOK shareholders.

Speaker 1

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 the shareholders who attended this meeting and to those who submitted their proxies prior to this meeting. I declare the annual meeting of shareholders concluded.

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