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CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF SERIES E NON-VOTING PERPETUAL
PREFERRED STOCK OF ONEOK, INC.
(PURSUANT TO SECTION 1032 OF THE OKLAHOMA GENERAL CORPORATION ACT)
The undersigned officers of ONEOK, Inc. (the "Corporation"), a corporation organized and existing under the
Oklahoma General Corporation Act, in accordance with the provisions of Section 1007 thereof, DO HEREBY
CERTIFY as follows:
WHEREAS, pursuant to the authority conferred upon the Board of Directors by the Certificate of
Incorporation of the Corporation, the Board of Directors of the Corporation on April 20, 2017, voted to create a
series of twenty thousand (20,000) shares of Preferred Stock (as such term is used in the Corporation's Certificate
of Incorporation) designated as Series E Non-Voting Perpetual Preferred Stock; therefore
RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation
in accordance with the provisions of the Corporation's Certificate of Incorporation and Section 1032G of the
Oklahoma General Corporation Act, the Board of Directors hereby creates a series of Preferred Stock of the
Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences and
limitations thereof (in addition to the provisions set forth in the Corporation's Certificate of Incorporation which
are applicable to the Preferred Stock of all classes and series) as follows:
Section 1. Designation and Amount. The shares of such series shall be designated as "Series E Non-Voting
Perpetual Preferred Stock," par value $0.01 per share (the "Series E Preferred Stock"), and the number of shares
constituting such series shall be twenty thousand (20,000). Such number of shares may be increased or decreased
by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E
Preferred Stock to a number less than that of the shares then outstanding plus the number of shares reserved for
issuance upon the exercise of any outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series E Preferred Stock.
Section 2. Ranking. The Series E Preferred Stock will, with respect to dividend rights and rights on
liquidation, winding-up and dissolution, rank: (i) on a parity with each class or series of equity securities of the
Corporation the terms of which expressly provide that such class or series will rank on parity with the Series E
Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation
(collectively referred to as "Parity Securities"), (ii) senior to the Common Stock and each other class or series of
capital stock outstanding or established after the Effective Date by the Corporation the terms of which do not
expressly provide that it ranks senior to or on parity with to the Series E Preferred Stock as to dividend rights
and/or as to rights on liquidation, winding-up and dissolution of the Corporation (collectively referred to as
"Junior Securities"), and (iii) junior to each other class or series of capital stock outstanding or established after
the Effective Date by the Corporation the terms of which expressly provide that it ranks senior to the Series E
Preferred Stock as to dividend rights and/or as to rights on liquidation, winding-up and dissolution of the
Corporation (collectively referred to as "Senior Securities").
Section 3. Definitions. The following terms are used in this Certificate of Designation as defined below:
(A) "Acquiror Common Stock" has the meaning set forth in Section 9.
(B) "Additional Reserved Shares" has the meaning set forth in Section 11(C)(iii).
(C) "Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled
by, or is under common control with, such Person. For this purpose, "control" (including, with its
correlative meanings, "controlled by" and "under common control with") means the possession, directly
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or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether
through the ownership of securities or partnership or other ownership interests, by contract or otherwise.
(D) "Board of Directors" means the board of directors of the Corporation.
(E) "Business Day" means any day other than a Saturday, Sunday or any other day on which banks in the
State of Oklahoma are generally required or authorized by law to be closed.
(F) "Certificate of Designation" means this Certificate of Designation, Preferences and Rights of Series E
Preferred Stock.
(G) "Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the
Corporation, as may be amended from time to time.
(H) "Commission" means the Securities and Exchange Commission.
(I) "Common Stock" means the Corporation's common stock, par value $0.01 per share.
(J) "Common Stock Equivalents" has the meaning set forth in Section 11(C)(ii).
(K) "Conversion Date" has the meaning set forth in Section 11(B).
(L) "Conversion Ratio" has the meaning set forth in Section 11(A).
(M) "Conversion Shares" means, collectively, the shares of Common Stock issuable upon conversion of the
shares of Series E Preferred Stock in accordance with the terms hereof.
(N) "Corporation" means ONEOK, Inc.
(O) "Deficiency Notice" has the meaning set forth in Section 11(C)(ii).
(P) "Dividend Period" has the meaning set forth in Section 4(A).
(Q) "DTC" has the meaning set forth in Section 11(B).
(R) "DWAC Delivery" has the meaning set forth in Section 11(B).
(S) "Effective Date" has the meaning set forth in Section 17.
(T) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the regulations
promulgated thereunder.
(U) "Foundation" means ONEOK Foundation, Inc., an Oklahoma not-for-profit corporation.
(V) "Holder" means the Person in whose name the shares of Series E Preferred Stock are registered, which
may be treated by the Corporation as the absolute owner of the shares of Series E Preferred Stock for the
purpose of making payment and settling conversions and for all other purposes.
(W) "Junior Securities" has the meaning set forth in Section 2.
(X) "Liquidation Preference" means $1,000.00 per share.
(Y) "Notice of Conversion" has the meaning set forth in Section 11(B).
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(Z) "Original Issue Date" means the date on which shares of Series E Preferred Stock are first issued.
(AA) "Parity Securities" has the meaning set forth in Section 2.
(BB) "Person" or "person" shall mean any individual, firm, partnership, limited liability company, corporation,
trust, joint venture, unincorporated organization, or other entity, including any successor (by merger or
otherwise) of such entity.
(CC) "Quarterly Dividend Payment Date" has the meaning set forth in Section 4.
(DD) "Record Date" has the meaning set forth in Section 4(C).
(EE) "Redemption Date" shall mean, in the case of any redemption of any shares of Series E Preferred Stock,
the date fixed for redemption of such shares.
(FF) "Reorganization" has the meaning set forth in Section 9.
(GG) "Reserved Shares" has the meaning set forth in Section 11(C)(ii).
(HH) "Securities Act" means the Securities Act of 1933, as amended, and the regulations promulgated
thereunder.
(II) "Senior Securities" has the meaning set forth in Section 2.
(JJ) "Series E Preferred Stock" has the meaning set forth in Section 1.
(KK) "Share Delivery Date" has the meaning set forth in Section 11(C)(i).
(LL) "Share Dilution Amount" has the meaning set forth in Section 4(E).
(MM) "Subsidiary" means, with respect to any Person, (a) a corporation of which more than 50% of the voting
power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of
directors or other governing body of such corporation is owned, directly or indirectly, at the date of
determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a
partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the
date of determination, a general or limited partner of such partnership, or (c) any other Person (other than
a corporation or a partnership) in which such Person, directly or by one or more Subsidiaries of such
Person, or a combination thereof, directly or indirectly, at the date of determination, (i) has the power to
elect or direct the election of a majority of the directors or other governing body of such Person or (ii) is a
managing member or sole or controlling member.
(NN) "Surviving Entity" has the meaning set forth in Section 9.
(OO) "Trading Day" means a day during which trading in securities generally occurs on the New York Stock
Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other
national or regional securities exchange on which the Common Stock is then listed or, if the Common
Stock is not listed on a national or regional securities exchange, on the principal other market on which
the Common Stock is then traded. If the Common Stock is not so listed or traded, "Trading Day" shall
mean a Business Day.
(PP) "Transfer" means any direct or indirect, sale, exchange, transfer, encumbrance, redemption, gift, pledge,
hypothecation, assignment, usufruct or other disposition (whether directly or indirectly, whether with or
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without consideration and whether voluntarily or involuntarily or by operation of law) of any shares of
Series E Preferred Stock or any interest (legal or beneficial) therein.
(QQ) "Ultimate Parent" has the meaning set forth in Section 9.
(RR) "VWAP" per share of Common Stock on any Trading Day means the per share volume-weighted average
price as reported by Bloomberg Financial L.P. (or its equivalent successor if not available) in respect of
the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not
available, "VWAP" means the market value per share of Common Stock on such Trading Day as
determined by a nationally recognized independent investment banking firm retained by the Corporation
for this purpose. The "average VWAP" means the average of the VWAP for each Trading Day in the
relevant period.
(SS) "Withdrawal Notice" has the meaning set forth in Section 11(C)(ii).
Section 4. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders of any Senior Securities with respect to dividends,
Holders of shares of Series E Preferred Stock shall be entitled to receive on each share of Series E
Preferred Stock, when, as and if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the 45th day following the end of each fiscal quarter
of the Corporation in each year or such other dates as the Board of Directors of the Corporation shall
approve (each such date being referred to herein as a "Quarterly Dividend Payment Date"), at a rate of
5.5% per annum on (i) the Liquidation Preference per share of Series E Preferred Stock and (ii) the
amount of accrued and unpaid dividends for any prior Dividend Period on such share of Series E
Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue
Date, shall compound on each subsequent Quarterly Dividend Payment Date (i.e., no dividends shall
accrue on other dividends unless and until the first Quarterly Dividend Payment Date for such other
dividends has passed without such other dividends having been paid on such date) and shall be payable
quarterly in arrears on each Quarterly Dividend Payment Date, commencing with the first such Quarterly
Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that
any Quarterly Dividend Payment Date would otherwise fall on a day that is not a Business Day, the
dividend payment due on that date will be postponed to the next day that is a Business Day and no
additional dividends will accrue as a result of that postponement. The period from and including any
Quarterly Dividend Payment Date to, but excluding, the next Quarterly Dividend Payment Date is a
"Dividend Period", provided that the initial Quarterly Dividend Period shall be the period from and
including the Original Issue Date to, but excluding, the next Quarterly Dividend Payment Date.
(B) Dividends that are payable on Series E Preferred Stock in respect of any Dividend Period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends
payable on Series E Preferred Stock on any date prior to the end of a Dividend Period, and for the initial
Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months,
and actual days elapsed over a 30-day month.
(C) Each dividend will be payable to Holders of record as they appear in the records of the Corporation at the
close of business on the same record date (each, a "Record Date"), which shall be the same day as the
record date for the payment of the corresponding dividends, if any, to the holders of shares of Common
Stock or such other record date fixed by the Board of Directors or any duly authorized committee of the
Board of Directors that is not more than 60 nor less than 10 days prior to such Quarterly Dividend
Payment Date. Any such day that is a Record Date shall be a Record Date whether or not such day is a
Business Day.
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(D) If a Conversion Date with respect to any share of Series E Preferred Stock is prior to the Record Date for
the payment of any dividend on the Common Stock, the Holder of such share of Series E Preferred Stock
will not have the right to receive any corresponding dividends on the Series E Preferred Stock. If the
Conversion Date with respect to any share of Series E Preferred Stock is after the Record Date for any
declared dividend and prior to the payment date for that dividend, the Holder thereof shall receive that
dividend on the relevant payment date if such Holder was the Holder of record on the Record Date for
that dividend.
(E) So long as any shares of the Series E Preferred Stock are outstanding, no dividends or other distributions
shall be declared, paid or distributed, or set aside for payment or distribution, on the Common Stock or
any other Junior Securities (other than dividends payable solely in shares of, or options, warrants or rights
to subscribe for or purchase, Junior Securities) or Parity Securities, subject to the immediately following
paragraph in the case of Parity Securities, and no Common Stock, Junior Securities or Parity Securities
shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the
Corporation or any of its Subsidiaries unless all accrued and unpaid dividends for all past Dividend
Periods, including the latest completed Dividend Period (including, if applicable as provided in Section
4(A) above, dividends on such amount), on all outstanding shares of Series E Preferred Stock have been
or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the
payment thereof has been set aside for the benefit of the Holders of shares of Series E Preferred Stock on
the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or
other acquisitions of shares of Common Stock or other Junior Securities in connection with the
administration of any employee benefit plan in the ordinary course of business (including purchases to
offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan)
and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in
no event exceed the Share Dilution Amount; (ii) any dividends or distributions of rights or Junior
Securities in connection with a stockholders' rights plan or any redemption or repurchase of rights
pursuant to any stockholders' rights plan; (iii) the acquisition by the Corporation or any of its subsidiaries
of record ownership in Junior Securities or Parity Securities for the beneficial ownership of any other
persons (other than the Corporation or any of its Subsidiaries), including as trustees or custodians; (iv) the
exchange or conversion of Junior Securities for or into other Junior Securities or of Parity Securities for
or into other Parity Securities (with the same or lesser aggregate liquidation amount) or Junior Securities
or (v) the purchase or other acquisition for consideration of any shares of Series E Preferred Stock or any
Parity Securities in accordance with a purchase offer made in writing or by publication (as determined by
the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result in fair and equitable treatment
among the respective series or classes. "Share Dilution Amount" means the increase in the number of
diluted shares outstanding (determined in accordance with generally accepted accounting principles in the
United States, and as measured from the date of the Corporation's consolidated financial statements most
recently filed with the Commission prior to the Original Issue Date) resulting from the grant, vesting or
exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock
dividend, reverse stock split, reclassification or similar transaction.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the
benefit of the holders thereof on the applicable record date) on any Quarterly Dividend Payment Date (or,
in the case of Parity Securities having dividend payment dates different from the Quarterly Dividend
Payment Dates, on a dividend payment date falling within a Dividend Period related to such Quarterly
Dividend Payment Date) in full upon Series E Preferred Stock and any shares of Parity Securities, all
dividends declared on Series E Preferred Stock and all such Parity Securities and payable on such
Quarterly Dividend Payment Date (or, in the case of Parity Securities having dividend payment dates
different from the Quarterly Dividend Payment Dates, on a dividend payment date falling within the
Dividend Period related to such Quarterly Dividend Payment Date) shall be declared pro rata so that the
respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and
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unpaid dividends per share on the shares of Series E Preferred Stock (including, if applicable as provided
in Section 4(A) above, dividends on such amount) and all Parity Securities payable on such Quarterly
Dividend Payment Date (or, in the case of Parity Securities having dividend payment dates different from
the Quarterly Dividend Payment Dates, on a dividend payment date falling within the Dividend Period
related to such Quarterly Dividend Payment Date) (subject to their having been declared by the Board of
Directors or a duly authorized committee of the Board of Directors out of legally available funds and
including, in the case of Parity Securities that bears cumulative dividends, all accrued but unpaid
dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of
Directors determines not to pay any dividend or a full dividend on a Quarterly Dividend Payment Date,
the Corporation will provide written notice to the Holders of Series E Preferred Stock prior to such
Quarterly Dividend Payment Date.
Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property)
as may be determined by the Board of Directors or any duly authorized committee of the Board of
Directors may be declared and paid on any securities, including Common Stock and other Junior
Securities, from time to time out of any funds legally available for such payment, and Holders of Series E
Preferred Stock shall not be entitled to participate in any such dividends.
(F) Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series E Preferred
Stock in an amount less than the total of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.
(G) Holders of Series E Preferred Stock shall not be entitled to any dividends, whether payable in cash,
securities or other property, other than dividends (if any) declared and payable on Series E Preferred
Stock as specified in this Section 4.
Section 5. No Voting Rights. The Holders of the shares of the Series E Preferred Stock will not have any
voting rights, including the right to elect any directors, except voting rights, if any, required from time to time by
Oklahoma law, and their consent shall not be required (except to the extent they are entitled by law to vote) for
taking any corporate action.
Section 6. Reacquired Shares. Any shares of Series E Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All
such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth herein.
Section 7. Liquidation, Dissolution or Winding Up.
(A) In the event the Corporation voluntarily or involuntarily liquidates, dissolves or winds up, subject to the
prior and superior rights of the holders of any Senior Securities, the Holders at the time shall be entitled to
receive liquidating distributions in the amount that is the Liquidation Preference per share of Series E
Preferred Stock, in each case, plus an amount equal to any declared but unpaid dividends thereon to and
including the date of such liquidation, out of assets legally available for distribution to the Corporation's
stockholders, before any distribution of assets is made to the holders of any Junior Securities. The
Corporation shall notify each Holder of the amount it has calculated as the Liquidation Preference per
share of Series E Preferred Stock by first-class mail, postage prepaid, addressed to the Holders at their
respective last addresses appearing on the books of the Corporation. Such mailing shall be made not later
than five Business Days before the first liquidating distribution is made on shares of Series E Preferred
Stock.
(B) In the event the assets of the Corporation available for distribution to stockholders upon any liquidation,
dissolution or winding-up of the affairs of the Corporation, whether voluntary or involuntary, shall be
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insufficient to pay in full the amounts payable with respect to all outstanding shares of the Series E
Preferred Stock and the corresponding amounts payable on any Parity Securities, Holders and the holders
of such Parity Securities shall share ratably in any distribution of assets of the Corporation in proportion
to the full respective liquidating distributions to which they would otherwise be respectively entitled.
(C) The Corporation's consolidation or merger with or into any other entity, the consolidation or merger of
any other entity with or into the Corporation, or the sale, lease or exchange (for cash, securities or other
property) of all or substantially all of the Corporation's property or business will not constitute its
liquidation, dissolution or winding-up.
Section 8. Maturity. The Series E Preferred Stock shall be perpetual unless redeemed or converted in
accordance with this Certificate of Designation.
Section 9. Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger,
combination or any similar transaction (any such transaction, a "Reorganization") in which (A) the shares of
Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, and
(B) an entity other than the Corporation is the surviving entity (the "Surviving Entity") or the Corporation
becomes, or the Surviving Entity is, a Subsidiary of another entity (the "Ultimate Parent"), then, except as
provided below, in any such event each outstanding share of Series E Preferred Stock shall be converted (at the
sole option of the Corporation and without any action or consent on the part of any Holder) into either (i) the right
to receive a "mirror" preferred share of the Surviving Entity or of the Ultimate Parent (with substantially the same
designations, preferences and other rights as the Series E Preferred Stock, but with references to the "Corporation"
meaning the Surviving Entity or the Ultimate Parent, as the case may be, and references to "Common Stock"
meaning the Acquiror Common Stock), (ii) the right to receive a "mirror" preferred share of the Surviving Entity
or the Ultimate Parent (with substantially the same designations, preferences and other rights as the Series E
Preferred Stock, but with references to the "Corporation" meaning the Surviving Entity or the Ultimate Parent, as
the case may be, and references to "Common Stock" meaning the Acquiror Common Stock) with such voting
rights as shall be determined by the Corporation in its sole discretion, or (iii) the right to receive a number of
shares of common stock of the Surviving Entity or the Ultimate Parent, as applicable (the "Acquiror Common
Stock"), equal to (x) $1,000, plus any accrued but unpaid dividends divided by (y) the average VWAP of a share
of Acquiror Common Stock for the ten (10) Trading Days prior to the closing date of the Reorganization;
provided that, in the case of each of clauses (i), (ii) and (iii), if the Foundation holds any shares of the Series E
Preferred Stock at the time of such Reorganization, each outstanding share of Series E Preferred Stock shall be
converted into the right to receive stock with a fair market value (such fair market value, in the case of any such
stock described in clause (i) or (ii), to be determined by a third party appraiser selected in good faith by the
Corporation, subject to the Foundation’s approval which such approval shall not be unreasonably withheld or
delayed) equivalent to the greater of (i) $1,000 per share, plus any accrued but unpaid dividends and (ii) the fair
market value of the Series E Preferred Stock as determined by a third party appraiser selected in good faith by the
Corporation, subject to the Foundation’s approval which such approval shall not be unreasonably withheld or
delayed. Notwithstanding the foregoing, in the event that the Corporation becomes a Subsidiary of the Ultimate
Parent following a Reorganization, the Corporation may elect to leave the Series E Preferred Stock outstanding as
the Series E Preferred Stock of the Corporation.
Section 10. Redemption at the Option of the Corporation.
(A) Optional Redemption. At any time on and after the tenth anniversary of the Effective Date, the
Corporation, at its option, may redeem the Series E Preferred Stock in whole (but not in part), at a price
equal to $1,000 per share, plus any accrued and unpaid dividends, payable in cash; provided that if any
shares of the Series E Preferred Stock are held by the Foundation at the time of such redemption, the price
for redemption of each share of Series E Preferred Stock shall be the greater of (i) $1,000 per share, plus
any accrued but unpaid dividends and (ii) the fair market value of the Series E Preferred Stock as
determined by a third party appraiser selected in good faith by the Corporation, subject to the
Foundation’s approval which such approval shall not be unreasonably withheld or delayed.
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(B) Notice and Effectiveness of Redemption.
(i) If the Corporation shall elect to redeem Series E Preferred Stock pursuant to this Section 10,
notice of such election to redeem shall be given to each Holder of record of the shares to be
redeemed. Neither the failure to mail any notice required by this paragraph, nor any defect
therein or in the mailing thereof to any particular holder, shall affect the sufficiency of the notice
or the validity of the proceedings for redemption with respect to the other Holders. Such
redemption notice shall be given to each such Holder of record of the shares to be redeemed not
less than 30 days and not more than 60 days before the scheduled Redemption Date.
(ii) Each such notice shall state, as appropriate: (i) the Redemption Date established by the
Corporation; (ii) the number of shares of Series E Preferred Stock to be redeemed; (iii) the place
or places at which certificates (if any) for such shares are to be surrendered for cash; (iv) the
redemption price payable on such Redemption Date calculated in accordance with Section 10(A);
and (v) a statement as to whether or not accumulated and unpaid dividends will be payable as part
of the redemption price, or payable on the next Quarterly Dividend Payment Date to the record
holder at the close of business on the relevant record date as described in the next sentence.
(iii) Notice having been provided as set forth in Section 10(B)(ii) above, from and after the
Redemption Date (unless the Corporation shall fail to make available the amount of cash
necessary to effect such redemption), (i) dividends on the Series E Preferred Stock so called for
redemption shall cease to accumulate on the Series E Preferred Stock called for redemption, (ii)
said shares shall no longer be deemed to be outstanding, and (iii) all rights of the Holders thereof
as Holders of Series E Preferred Stock shall cease and terminate (except the right to receive the
cash payable upon such redemption, without interest thereon, upon surrender and endorsement of
their certificates if so required); provided, however, that if the Redemption Date for any shares of
Series E Preferred Stock occurs after any Record Date and on or prior to the related Quarterly
Dividend Payment Date, the full dividend payable on such Quarterly Dividend Payment Date in
respect of such Series E Preferred Stock called for redemption shall be payable on such Quarterly
Dividend Payment Date to the Holders of record of such shares at the close of business on the
corresponding Record Date notwithstanding the prior redemption of such shares, and shall not be
payable as part of the redemption price for such shares. The Corporation's obligation to make
available the cash necessary to effect the redemption in accordance with the preceding sentence
shall be deemed fulfilled if, on or before the applicable Redemption Date, the Corporation shall
irrevocably deposit in trust with a bank or trust company (which may not be an Affiliate of the
Corporation) that has, or is an Affiliate of a bank or trust company that has, a capital and surplus
of at least $250,000,000, such amount of cash as is necessary for such redemption, plus, if such
Redemption Date occurs after any Record Date and on or prior to the related Quarterly Dividend
Payment Date, such amount of cash as is necessary to pay the dividend payable on such Quarterly
Dividend Payment Date in respect of such Series E Preferred Stock called for redemption, with
irrevocable instructions that such cash be applied to the redemption of the Series E Preferred
Stock so called for redemption and, if applicable, the payment of such dividend. No interest shall
accrue for the benefit of the Holders of Series E Preferred Stock to be redeemed on any cash so
set aside by the Corporation.
(iv) Subject to applicable escheat laws, any such cash unclaimed at the end of two years from the
Redemption Date shall revert to the general funds of the Corporation, after which reversion the
Holders of Series E Preferred Stock so called for redemption shall look only to the general funds
of the Corporation for the payment of such cash. The Corporation shall not be liable to any
Holder of Series E Preferred Stock for any redemption proceeds or other amount duly delivered
to a public official pursuant to applicable abandoned property laws.
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(C) Certificated Shares. If the shares of Series E Preferred Stock are certificated, then, as promptly as
practicable after the surrender in accordance with such notice of the certificates for any such Series E
Preferred Stock to be so redeemed, properly endorsed or assigned for transfer (if the Corporation shall so
require and the notice shall so state), such certificates shall be exchanged for cash (without interest
thereon) for which such shares have been redeemed in accordance with such notice.
(D) No Sinking Fund. The Series E Preferred Stock will not be subject to any mandatory redemption, sinking
fund or other similar provisions. Holders of Series E Preferred Stock will have no right to require
redemption or repurchase of any shares of Series E Preferred Stock.
Section 11. Conversion at the Option of Holder.
(A) Conversion. On or after the tenth anniversary of the Effective Date, each share of Series E Preferred
Stock shall be convertible, at any time and from time to time from and after such date, at the option of the
Holder thereof, into a number of shares of Common Stock equal to the Conversion Ratio in effect on the
applicable Conversion Date; provided that no shares of Series E Preferred Stock may be converted into
Common Stock at any time that any shares of the Series E Preferred Stock are held by the Foundation.
The "Conversion Ratio" for each share of Series E Preferred Stock shall be equal to (i) $1,000 per share,
plus accrued but unpaid dividends as of the Conversion Date, divided by (ii) the average VWAP per share
of the Common Stock during the ten (10) Trading Days preceding the Conversion Date.
(B) Conversion Notice. Holders shall effect conversions by providing the Corporation with the form of
conversion notice (via overnight courier, facsimile or email) attached hereto as Annex A (a "Notice of
Conversion"), duly completed and executed. For purposes of clarification, the Corporation or its transfer
agent shall not require a Holder to obtain a medallion guaranty, notary attestation or any similar
deliverable in order to effectuate the conversion of all or a portion of such Holder's shares of Series E
Preferred Stock. The Notice of Conversion must specify at least a number of shares of Series E Preferred
Stock to be converted equal to the lesser of (x) 100 shares and (y) the number of shares of Series E
Preferred Stock then held by the Holder. Provided the Corporation's Common Stock transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the
Notice of Conversion may specify, at the Holder's election, whether the applicable Conversion Shares
shall be credited to the account of the Holder's prime broker with DTC through its Deposit Withdrawal
Agent Commission system (a "DWAC Delivery"). The date on which a conversion of Series E Preferred
Stock shall be deemed effective (the "Conversion Date") shall be defined as the Trading Day that the
Notice of Conversion, completed and executed, and a copy of the original certificate(s) representing such
shares of Series E Preferred Stock being converted, is sent (via overnight courier, facsimile or email) to,
and received during regular business hours by, the Corporation. The calculations set forth in the Notice
of Conversion shall control in the absence of manifest or mathematical error.
(C) Mechanics of Conversion.
(i) Delivery of Certificate or Electronic Issuance Upon Conversion. Not later than three (3) Trading
Days after the applicable Conversion Date, or, if the Holder requests the issuance of physical
certificate(s), two (2) Trading Days after receipt by the Corporation of the original certificate(s)
representing such shares of Series E Preferred Stock being converted, duly endorsed, and the
accompanying Notice of Conversion (the "Share Delivery Date"), the Corporation shall: (a)
deliver, or cause to be delivered, to the converting Holder a physical certificate or certificates
representing the number of Conversion Shares being acquired upon the conversion of shares of
Series E Preferred Stock, or (b) in the case of a DWAC Delivery, cause to be electronically
transferred such Conversion Shares by crediting the account of the Holder's prime broker with
DTC through its DWAC system.
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(ii) Reservation of Shares Issuable Upon Conversion. The Corporation has reserved, solely for the
purpose of providing for conversion of the Series E Preferred Stock, one million (1,000,000)
shares (as shall be appropriately adjusted for stock splits, stock dividends or other similar
transactions) of Common Stock (the "Reserved Shares") out of its authorized but unissued shares
of Common Stock, and such shares of Common Stock shall be used for no purpose other than
providing for conversion of the Series E Preferred Stock. It is understood, acknowledged and
agreed by each Holder that the actual number of shares of Common Stock issuable upon
conversion of the Series E Preferred Stock is not known, and will not be known until the
conversion thereof because the Conversion Ratio is not fixed. Accordingly, in the event that, at
the time of delivery of any Notice of Conversion of any shares of Series E Preferred Stock, the
number of shares of Common Stock which is authorized by the Corporation's Certificate of
Incorporation, as it may be amended from time to time, but not outstanding or reserved for
issuance for purposes other than upon conversion of the Series E Preferred Stock, is not sufficient
to permit the conversion in full of such shares of Series E Preferred Stock in accordance with this
Section 11, the Corporation shall promptly provide the Holder delivering such notice with written
notice of such deficiency (a "Deficiency Notice"). Upon receipt of a Deficiency Notice, such
Holder shall be entitled to withdraw such Notice of Conversion by providing written notice of
such withdrawal (a "Withdrawal Notice") to the Corporation within five Business Days of the
date of delivery of the Deficiency Notice, in which case such Notice of Conversion shall be null
and void, but any such withdrawal shall be without prejudice to the right of such Holder to deliver
any Notice of Conversion in the future. If Holder does not provide a Withdrawal Notice to the
Corporation within such five Business Day period, the Corporation shall, to the extent of such
shortfall, substitute for the shares of Common Stock that would otherwise be issued upon such
conversion other equity securities of the Corporation (including, without limitation, shares, or
units of shares, of preferred stock, which the Board of Directors has deemed to have essentially
the same value or economic rights as shares of Common Stock (such shares or units of preferred
stock being referred to as "Common Stock Equivalents")), and the conversion of such shares of
Series E Preferred Stock into Common Stock Equivalents will be delayed for such period of time
as shall be reasonably necessary for the Board of Directors to determine the form of such
Common Stock Equivalents; provided, however, that for purposes of this Section 11, conversion
of such shares of Series E Preferred Stock into such Common Stock Equivalents shall be effective
on the original Conversion Date with respect to such conversion, and the per share or per unit
value of any such Common Stock Equivalent shall be deemed to equal the VWAP per share of
the Common Stock on such Conversion Date.
(iii) Additional Reserved Shares. If at any time while any shares of the Series E Preferred Stock
remain outstanding, the Corporation is required to provide any Holder with a Deficiency Notice,
the Corporation shall, in accordance with applicable law and its organizational documents, use
commercially reasonable efforts to convene a meeting of its stockholders to consider and vote
upon an increase in the number of authorized shares of Common Stock sufficient to permit the
Corporation to reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of providing for conversion of the Series E Preferred Stock, such
additional number of shares of Common Stock (the "Additional Reserved Shares") as is
reasonably expected to be sufficient to permit full conversion of the Series E Preferred Stock;
provided, however, that the Corporation shall not be required to convene more than an aggregate
of three meetings of its stockholders to consider and vote upon any particular increase in the
number of shares of authorized Common Stock.
(iv) Fractional Shares. No fractional shares or scrip representing fractional shares of Common Stock
shall be issued upon the conversion of the Series E Preferred Stock. As to any fraction of a share
which a Holder would otherwise be entitled to receive upon such conversion, the Corporation
shall at its election, either pay a cash adjustment in respect of such final fraction in an amount
11
equal to such fraction multiplied by the average VWAP per share of the Common Stock during
the ten (10) Trading Days preceding the Conversion Date or round up to the next whole share.
(v) Transfer Taxes. The issuance and delivery of certificates for shares of the Common Stock upon
conversion of the Series E Preferred Stock shall be made without charge to any Holder for any
documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such
certificates, provided that the Corporation shall not be required to pay any tax that may be
payable in respect of any transfer involved in the issuance and delivery of any such certificate
upon conversion in a name other than that of the Holder(s) of such shares of Series E Preferred
Stock and the Corporation shall not be required to issue or deliver such certificates unless or until
the Person or Persons requesting the issuance thereof shall have paid to the Corporation the
amount of such tax or shall have established to the satisfaction of the Corporation that such tax
has been paid.
(D) Status as Stockholder. Upon each Conversion Date: (i) the shares of Series E Preferred Stock being
converted shall be deemed converted into shares of Common Stock and (ii) the Holder's rights as a
holder of such converted shares of Series E Preferred Stock shall cease and terminate, excepting only the
right to receive certificates for or electronic delivery of such shares of Common Stock and to any
remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Corporation to comply with the terms of this Certificate of Designation.
Section 12. Fractional Shares. Except as provided in Section 11(C)(iv), the Series E Preferred Stock may be
issued in fractions of a share which shall entitle the Holder, in proportion to such Holder 's fractional shares, to
exercise the limited voting rights set forth in this Certificate of Designation, receive dividends, participate in
distributions and to have the benefit of all other rights of Holders of Series E Preferred Stock.
Section 13. Transfer. A Holder of shares of Series E Preferred Stock may Transfer such Holder's shares of
Series E Preferred Stock to (i) the Corporation or any Subsidiary of the Corporation or (ii) otherwise in a
transaction pursuant to an effective registration statement under the Securities Act or pursuant to an available
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in
accordance with applicable state securities laws, subject to compliance with the other requirements of this Section
13, including the terms and conditions of the legend set forth in Section 14 below; provided that in no event shall
such Transfer be made if such Transfer, or such Transfer together with any other Transfers, would result in the
Corporation being required to register the Series E Preferred Stock under Section 12 of the Exchange Act or
would otherwise trigger or subject the Corporation, or any Subsidiary or other Affiliate of the Corporation, to the
registration requirements of the Exchange Act with respect to the Series E Preferred Stock.
Section 14. Legend.
(A) Each share of Series E Preferred Stock shall bear the following legend, unless such share has been
Transferred pursuant to a registration statement that has been declared effective under the Securities Act
(and which continues to be effective at the time of such Transfer) or Transferred pursuant to Rule 144
under the Securities Act or any similar provision then in force (subject to the documentation requirements
set forth in the legend below), or unless otherwise agreed by the Corporation in writing, with written
notice thereof to the transfer agent for the Series E Preferred Stock:
THE SHARES OF SERIES E PREFERRED STOCK (OR THEIR PREDECESSORS) EVIDENCED
HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). THE SHARES OF SERIES E PREFERRED STOCK, AND THE SHARES OF COMMON
STOCK ISSUABLE UPON CONVERSION OF THE SHARES OF SERIES E PREFERRED STOCK,
HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OR ANY
STATE SECURITIES LAWS.
12
ACCORDINGLY, THE SHARES OF SERIES E PREFERRED STOCK EVIDENCED HEREBY MAY
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) PURSUANT TO
RULE 144 UNDER THE SECURITIES ACT OR (III) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT, IN THE CASE OF CLAUSES (II) AND
(III), TO THE RIGHTS OF THE ISSUER PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO THE ISSUER FROM THE TRANSFEROR AND/OR
TRANSFEREE RELATING TO COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS;
PROVIDED THAT IN NO EVENT MAY ANY TRANSFER OF ANY SHARES OF SERIES E
PREFERRED STOCK BE MADE IF SUCH TRANSFER, OR SUCH TRANSFER TOGETHER WITH
ANY OTHER TRANSFERS, WOULD RESULT IN THE ISSUER BEING REQUIRED TO REGISTER
THE SERIES E PREFERRED STOCK UNDER SECTION 12 OF THE EXCHANGE ACT OR
OTHERWISE TRIGGER OR SUBJECT THE ISSUER, OR ANY SUBSIDIARY OR OTHER
AFFILIATE OF THE ISSUER, TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, WITH RESPECT TO THE SERIES E PREFERRED
STOCK.
(B) Each share of Common Stock issued upon conversion of a share of Series E Preferred Stock shall bear the
following legend, unless such share has been Transferred pursuant to a registration statement that has
been declared effective under the Securities Act (and which continues to be effective at the time of such
Transfer) or Transferred pursuant to Rule 144 under the Securities Act or any similar provision then in
force (subject to the documentation requirements set forth in the legend below), or unless otherwise
agreed by the Corporation in writing, with written notice thereof to the transfer agent for the Common
Stock.
THE SHARES OF COMMON STOCK (OR THEIR PREDECESSORS) EVIDENCED HEREBY WERE
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION
5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS.
ACCORDINGLY, THE SHARES OF COMMON STOCK EVIDENCED HEREBY MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) PURSUANT TO RULE 144
UNDER THE SECURITIES ACT OR (III) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT, IN THE CASE OF CLAUSES (II) AND (III), TO THE RIGHTS
OF THE ISSUER PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO THE ISSUER FROM THE TRANSFEROR AND/OR TRANSFEREE
RELATING TO COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS.
Section 15. No Preemptive Rights. No share of Series E Preferred Stock shall have any rights of preemption
whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with
respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or
granted.
Section 16. Other Rights. The shares of Series E Preferred Stock shall not have any rights, preferences,
privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations
or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by
applicable law.
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Section 17. Effective Date. This Certificate of Designation, Preferences and Rights of Series E Preferred
Stock of ONEOK, Inc. shall be effective at 5:00 P.M., Eastern Standard Time, on April 20, 2017 (the "Effective
Date").
[Remainder of page left intentionally blank]
14
IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm the foregoing as
true under penalties of perjury this day of 20th day of April, 2017.
ONEOK, INC.
By: /s/ Terry K. Spencer
Name: Terry K. Spencer
Title: President and Chief Executive Officer
Attest:
By: /s/ S. Eric Grimshaw
Name: S. Eric Grimshaw
Title:
Vice President, Associate General
Counsel and Corporate Secretary
ANNEX A
NOTICE OF CONVERSION
(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF SERIES E PREFERRED STOCK)
The undersigned Holder hereby irrevocably elects to convert the number of shares of Series E Non-Voting Perpetual Preferred Stock indicated below, represented by stock certificate No(s). [_] (the "Preferred Stock Certificates"), into shares of common stock, par value $0.01 per share (the "Common Stock"), of ONEOK, Inc., an Oklahoma corporation (the "Corporation"), as of the date written below. If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Capitalized terms utilized but not defined herein shall have the meaning ascribed to such terms in that certain Certificate of Designation, Preferences and Rights (the "Certificate of Designation") of Series E Non-Voting Perpetual Preferred Stock (the "Series E Preferred Stock") filed by the Corporation on [_], 2017.
Conversion calculations:
Date to Effect Conversion: __________________ Number of shares of Series E Preferred Stock owned prior to Conversion: __________________ Number of shares of Series E Preferred Stock to be Converted: __________________ Number of shares of Common Stock to be Issued:__________________ Address for delivery of physical certificates:__________________ Or for DWAC Delivery: DWAC Instructions: __________________ Broker no:__________________ Account no: __________________
[HOLDER]
By:
Name: Title Date:
231877.03-HOUSR01A - MSW