ONEOK, INC.
Proposal 1.
TO APPROVE THE ISSUANCE OF SHARES OF COMMON STOCK OF ONEOK, INC. ("ONEOK") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 31, 2017, BY AND AMONG ONEOK, NEW HOLDINGS SUBSIDIARY, LLC, ONEOK PARTNERS, L.P. AND ONEOK PARTNERS GP, L.L.C.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 2.
TO APPROVE AN AMENDMENT OF ONEOK'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 600,000,000 TO 1,200,000,000.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 3.
TO APPROVE THE ADJOURNMENT OF THE ONEOK SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE ABOVE PROPOSALS.
Caisse vote:
Against
Applicable policy or principle:
PR_14