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2012 Annual Meeting of Shareholders Conference Call

May 23, 2012 10:00 am ET


John W. Gibson – Chairman and Chief Executive Officer

Eric Grimshaw – Vice President, Associate General Counsel and Corporate Secretary

David J. Tippeconnic – Chief Executive Officer, Arrow-Magnolia International, Inc.

Julie H. Edwards – Former Chief Financial Officer, Frontier Oil Corporation Southern Union Company

Jim W. Mogg – Retired Chairman DCP Midstream GP, L.L.C.


John W. Gibson

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I’m John Gibson, Chairman of the Board and Chief Executive Officer of ONEOK, Inc. It’s my pleasure today to welcome you to the ONEOK 2012 annual meeting of shareholders. In accordance with the notice of the meeting, I now call this meeting to order. It is our intention to conduct today’s meeting according to the agenda and the rules and procedures you received as you entered the room.

Please note that following adjournment of the meeting, there will be an opportunity for questions and answers. The polls will be opened for voting after all the proposals have been presented. A reminder that statements made during our annual meeting that might include ONEOK or ONEOK Partner expectations or predictions should be considered forward-looking statements and or covered by the Safe Harbor provisions of the Security Acts of 1933 and 1934.

Before proceeding to the business of the meeting, I want to introduce our Directors. Why I asked to remain standing until all introductions have been made and please hold your applause until all Directors have been introduced.

James Day, retired Chairman of the Board and former Chief Executive Officer and President Noble Corporation, Sugar Land, Texas; Julie Edwards, former Senior Vice President and Chief Financial Officer of Southern Union Company and former Chief Financial Officer Frontier Oil Corporation Houston, Texas; Bill Ford, President of Shawnee Milling Company, Shawnee Oklahoma; Bert Mackie, President of – I’m sorry Bert, you got a promotion, congratulations, Trustee Hamm Financial Group and Vice Chairman of Security National Bank Enid, Oklahoma; 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 GP, LLC, Hydro, Oklahoma; Pattye Moore, Chairman of the Board Red Robin Gourmet Burgers and owner Pattye L. Moore & Associates Oklahoma City; Gary Parker, President Moffitt, Parker & Company, Muskogee, Oklahoma; Eddie Rodriguez, President Strategic Communications Consulting Group, El Paso, Texas; Gerald Smith, Chairman, Chief Executive Officer and co-founder of Smith, Graham & Co., Investment Advisors L.P., Houston, Texas; and Dave Tippeconnic, Chief Executive Officer, Arrow-Magnolia International Incorporated, Dallas, Texas.

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Now let’s give them a hand and congratulations (inaudible). At the table is, Eric Grimshaw, Vice President, Associate General Counsel and Corporate Secretary of ONEOK, who will serve as the Secretary for this meeting.

I hereby appoint Peggy Sime of Wells Fargo Shareholder Services, our stock transfer agent as Inspector for all votes held and ballots taken at this meeting. Mr. Grimshaw, we will now report on the mailing of the notice of this meeting and the presence of a quorum.

Eric Grimshaw

Thank you. Notice of this meeting accompanied by a proxy statement covering the matters to be acted upon at this meeting, proxy card and the company’s 2011 annual report were mailed on April 3, 2012 to each shareholder of record as of March 26, 2012.

A list of shareholders entitled to notice of and to vote at this meeting has been available for viewing here at the corporate headquarters for the past ten days and is available for viewing at this meeting. All documents concerning the call and notice of this meeting will be filed with the records of the corporation.

At the record date, 103,921,876 million shares of ONEOK common stock were issued and outstanding. The count of shares immediately prior to this meeting shows that 92,872,445 million shares of ONEOK common stock are represented at this meeting in person or by proxy representing 89% of the outstanding common stock of the corporation.

ONEOK’s bylaws provide or a quorum for a shareholder meeting consists of the presence in person or by proxy of a majority of the shares of common stock outstanding at the record date. Therefore Mr. Chairman, the quorum [is spread].

John W. Gibson

Thank you, Mr. Grimshaw. I hereby declare a quorum is present at this meeting on behalf of the Board of Directors of ONEOK I express my appreciation to all shareholders in attendance today and all shareholders who returned their proxies.

The first matter to be acted upon by our shareholders today is the annual election of the 12 directors to serve for a one-year term expiring at the company’s annual meeting of shareholders in 2013.

Mr. Tippeconnic were you as a Chair of the Corporate Governance Committee announce the names of the nominees for these directorships.

David J. Tippeconnic

Mr. Chairman, the nominees for the 12 directorships has set forth in the proxy statement for this meeting are James C. day, Julie H. Edwards, William L. Ford, John W. Gibson, Bert H. Mackie, Steven J. Malcolm, Jim W. Mogg, Pattye L. Moore, Gary D. Parker, Eduardo A. Rodriguez, Gerald B. Smith, and David J. Tippeconnic.

John W. Gibson

Thank you, Mr. Tippeconnic. You have heard the nominations and since there were no additional nominations received in the period of time allotted under our bylaws no other nominations maybe accepted.

The second matter to be acted on by the shareholders today is the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for ONEOK, Inc. for the 2012 fiscal year.

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