EX-99.1 2 d457100dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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Woodside Energy Group Ltd

ACN 004 898 962

Mia Yellagonga

11 Mount Street

Perth WA 6000

Australia

T +61 8 9348 4000

www.woodside.com

ASX: WDS

NYSE: WDS

LSE: WDS

Announcement

Monday, 20 March 2023

NOTICE OF ANNUAL GENERAL MEETING 2023

In accordance with the Listing Rules, please see attached the following announcements relating to the above, for release to the market:

 

   

Notice of Annual General Meeting 2023

 

   

Voting Form

 

   

Letter to Shareholders

 

 

 

Contacts:   
INVESTORS    MEDIA
Matthew Turnbull    Christine Forster
M: +1 (713) 448-0956    M: +61 484 112 469
M: +61 410 471 079    E: christine.forster@woodside.com
Sarah Peyman   
M: +61 457 513 249   
E: investor@woodside.com   

This announcement was approved and authorised for release by Woodside’s Disclosure Committee.


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NOTICE OF ANNUAL GENERAL MEETING 10.00AM (AWST) FRIDAY, 28 APRIL 2023


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Shareholder Letter Dear Shareholder 2023 Annual General Meeting The 2023 Annual General Meeting of Woodside Energy Group Ltd is scheduled to be held on Friday, 28 April 2023 at 10.00am (AWST) at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia and online at https://web.lumiagm.com/333232445. Woodside’s Annual General Meeting is an important event in our corporate calendar as it provides the Board with an opportunity to engage with shareholders. If you are unable to attend the meeting, you may register your voting instructions electronically on the website of Woodside’s share registry at www.investorvote.com.au. Alternatively, you may contact Computershare on 1300 558 507 (within Australia) or +61 3 9415 4632 (outside Australia) to obtain a hard copy Voting Form which will be mailed to you. To be valid, your Voting Form or electronic voting instructions must be received by 10.00am (AWST) on Wednesday, 26 April 2023. We encourage shareholders to lodge questions in advance of the meeting by emailing questions to secretariat@woodside.com by 5.00pm (AWST) on Thursday, 20 April 2023. The Chair’s address during the meeting will cover as many of the most frequently raised questions as possible. The Chair’s address will be lodged with the ASX prior to the meeting. Shareholders and proxyholders can watch, vote, make comments and ask questions during the Annual General Meeting in real time via the online platform at: https://web.lumiagm.com/333232445. An archive version of the webcast will also be made available on Woodside’s website for later viewing. Please note that food and refreshments will not be served at the Annual General Meeting. The health of the Company’s shareholders, employees and other meeting attendees is of paramount importance. We ask that you do not attend the Annual General Meeting in person if you feel unwell. Other restrictions and precautionary measures may also be imposed on attendance if necessary, including limiting or refusing entry to visitors and other attendees. Accordingly, all shareholders are encouraged to submit written questions in advance of the meeting and to lodge a direct vote or directed proxy, even if they plan to attend the meeting in person. If it becomes necessary or appropriate to make alternative arrangements for the meeting, we will give shareholders as much notice as possible and will provide further information on the ASX market announcements platform and Woodside’s website www.woodside.com. Bags larger than A4 size are not permitted in the meeting. All bags will be subject to a security search. A copy of the Annual Report 2022 is available from the Company’s website at www.woodside.com/investors. The Sustainable Development Report 2022 and Climate Report 2022 are also available from the Company’s website. Your directors and the management of Woodside look forward to providing an update on Woodside’s activities at the Annual General Meeting. Should you require any further information, please call our office on +61 8 9348 4000. Yours sincerely, WOODSIDE ENERGY GROUP LTD By order of the Board Warren Baillie Company Secretary 20 March 2023 Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 3


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Notice of Annual General Meeting Notice is given that the 2023 Annual General Meeting of shareholders of Woodside Energy Group Ltd (Company) will be held on Friday, 28 April 2023 at 10.00am (AWST). Shareholders are invited to attend the Annual General Meeting at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia and online at https://web.lumiagm.com/333232445. 1. Financial Statements and Reports 5. Non-Executive Directors’ Remuneration To receive and consider the Financial Report of the Company To consider and if thought fit pass as an ordinary resolution: and the reports of the directors and auditor for the year ended That approval is given for all purposes, including Rule 64 of 31 December 2022. the Constitution and ASX Listing Rule 10.17, for the aggregate 2. Election and Re-election of Directors amount of remuneration that may be paid to the Company’s non-executive directors in any financial year to be increased by To consider and if thought fit to pass as separate ordinary A$425,000, from A$4,250,000.00 to A$4,675,000.00. resolutions: a. Mr Ian Macfarlane is re-elected as a director 6. Resolutions requisitioned by groups of b. Mr Larry Archibald is re-elected as a director shareholders c. Ms Swee Chen Goh is re-elected as a director Under section 249N of the Corporations Act 2001 (Cth) d. Mr Arnaud Breuillac is elected as a director, and (Corporations Act), resolutions 6(a) and 6(b) have been requisitioned by a group of shareholders holding approximately e. Ms Angela Minas is elected as a director. 0.002% of the Company’s ordinary shares on issue. 3. Remuneration Report The following resolutions 6(a) and 6(b) are NOT SUPPORTED To consider and if thought fit to pass as an ordinary resolution: by the Board: The Remuneration Report for the year ended 31 December 2022 6(a) – Amendment to the Constitution is adopted. To consider and if thought fit pass the following resolution as a special resolution: Note: The vote on this resolution is advisory only and does not bind the directors or the Company. “To amend the constitution to insert the following new clause 43A: “The Company in general meeting may by ordinary 4. Approval of Grant of Executive Incentive resolution express an opinion or request information about the Scheme Awards to CEO & Managing Director way in which a power of the Company partially or exclusively vested in the Directors has been or should be exercised. However, To consider and if thought fit to pass as an ordinary resolution: such a resolution must relate to a material risk as identified by That approval is given for the purposes of ASX Listing Rule the Company and cannot either advocate action that would 10.14 and for all other purposes, for the grant of Restricted violate any law or relate to any personal claim or grievance. Such Shares and Performance Rights to the Chief Executive Officer a resolution is advisory only and does not bind the Directors or and Managing Director, Ms Meg O’Neill, on the terms set out in the Company.” the Explanatory Notes. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 4


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6(b) – Capital Protection Plans and provisions for supporting staff to transition to future Subject to and conditional on Item 6(a) being passed by employment following oil and gas asset closures; and the required majority, to consider and if thought fit pass the Details of how remaining value in the company’s oil and gas following resolution as an ordinary resolution: assets will be redeployed or returned to investors.” “Shareholders note the company’s support for the climate Voting restrictions goals of the Paris Agreement,1 along with the publication of Voting restrictions apply to the resolutions in Items 3, 4 and 5. the International Energy Agency’s Net Zero Emissions by 2050 Further details of these restrictions are set out on page 16 of the Scenario,2 and the Climate Action 100+ company assessment.3 Explanatory Notes, which form part of this Notice of Meeting. Shareholders therefore request the company disclose, in Yours sincerely subsequent annual reporting, information that demonstrates WOODSIDE ENERGY GROUP LTD how the company’s capital allocation to oil and gas assets will align with a scenario in which global energy emissions reach net zero by 2050, facilitating the efficient managing down of these assets. This information should include: Warren Baillie Production guidance for the lifetime of the company’s oil and Company Secretary gas assets; 20 March 2023 Plans and capital expenditure expectations for decommissioning and rehabilitating oil and gas asset sites; 1.
www.woodside.com/docs/default-source/about-us-documents/corporate-governance/woodside-policies-and-code-of-conduct/climate-change-policy.pdf 2.
www.iea.org/reports/net-zero-by-2050 3.
www.climateaction100.org/company/woodside-energy/ Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 5


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Explanatory Notes These Explanatory Notes form part of this Notice of Annual General Meeting and should be read in conjunction with it. Resolutions 2, 3, 4, 5 and 6(b) are ordinary resolutions. Item 2. Election and Re-election of Directors Ordinary resolutions require a simple majority of votes cast by Items 2(a), (b) and (c) seek approval for the re-election of shareholders entitled to vote on the resolution. Mr Macfarlane, Mr Archibald and Ms Goh who are retiring by Resolution 6(a) is a special resolution which requires a majority rotation under Rule 75(a) of the Company’s Constitution. This of at least 75% of votes cast by shareholders entitled to vote on rule states that a director must retire from office at the third the resolution. Resolution 6(b) is a contingent resolution and Annual General Meeting after the director was elected or most will only be put to the meeting if Resolution 6(a) passes by the recently re-elected. Mr Macfarlane, Mr Archibald and Ms Goh required majority. are eligible for election under Rule 75(c) and they each offer themselves for re-election as a director of the Company. Unless the context otherwise requires, terms which are defined in the Explanatory Notes have the same meaning when used Item 2(d) seeks approval for the election of Mr Breuillac who elsewhere in this Notice of Annual General Meeting. was appointed to the Board since the last Annual General Meeting under Rule 63. Mr Breuillac is eligible for election under Item 1. Financial Statements and Reports Rule 75(c) and offers himself for election as a director of the The Corporations Act requires the Company to lay its Financial Company. Report and the reports of the directors and auditor for the last Item 2(e) seeks approval for the election of Ms Minas, who has financial year before the Annual General Meeting. been recommended by the Board for election as a director by No resolution is required for this item, but shareholders as a shareholders at the Annual General Meeting under Rule 75(c). If whole will be given a reasonable opportunity to ask questions Ms Minas is elected, her election will take effect at the conclusion and to make comments on the reports and the management and of the Annual General Meeting. performance of the Company. As announced on 8 March 2023, Dr Sarah Ryan and The Company’s auditor will also be present at the meeting and Dr Christopher Haynes will be retiring from the Board at the shareholders as a whole will be given a reasonable opportunity conclusion of the Annual General Meeting. to ask the auditor questions about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company and the independence of the auditor. The Annual Report 2022 is available on the Company’s website at woodside.com Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 6


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Item 2(a). Ian Macfarlane Item 2(b). Larry Archibald Item 2(c). Swee Chen Goh Former Australian Federal Minister, FAICD BSc (Geosciences), BA (Geology), MBA BSc (Information Science), MBA Mr Macfarlane has been a non-executive Mr Archibald has been a non-executive Ms Goh has been a non-executive director director since November 2016. He is a member director since February 2017. He is a member since January 2020. She is a member of of the Human Resources & Compensation, of the Audit & Risk, Sustainability and the Human Resources & Compensation, Sustainability and Nominations & Governance Nominations & Governance Committees. Mr Sustainability and Nominations & Governance Committees. Mr Macfarlane is an independent Archibald is an independent director. Committees. Ms Goh is an independent director. Mr Archibald spent eight years in senior director. Mr Macfarlane was Australia’s longest serving positions at ConocoPhillips including Senior Ms Goh joined Shell in 2003 and retired Federal Resources and Energy Minister Vice President, Business Development and as Chairperson of the Shell companies in and the Coalition’s longest serving Federal Exploration, and Senior Vice President, Singapore in January 2019. Ms Goh served on Industry and Innovation Minister with over Exploration. Prior to this, Mr Archibald’s the boards of a number of Shell joint ventures 14 years of experience in both Cabinet and experience includes 29 years at Amoco from in China, Korea and Saudi Arabia, and has shadow ministerial positions. Before entering 1980 to 1998 and BP from 1998 to 2008, in extensive board and governance experience. politics, Mr Macfarlane’s experience included various positions including leadership of Prior to joining Shell, Ms Goh worked at agriculture and being President of the exploration programs covering many world Procter & Gamble and IBM. Ms Goh has gained Queensland Graingrowers Association from regions. Mr Archibald is currently Chair of the significant experience in a diverse range of 1991 to 1998 and the Grains Council of Australia University of Arizona Geosciences Advisory industries, including oil and gas, consumer from 1994 to 1996. Board. goods and IT. Mr Macfarlane is the Chief Executive of the Mr Archibald has reconfirmed that he has Ms Goh is currently Chair of the Singapore Queensland Resources Council, the Chair of sufficient time to meet his responsibilities as a Institute for Human Resource Professionals, the Innovative Manufacturing Co-operative director of Woodside. the National Arts Council Singapore and Research Centre and a director of CSIRO and Following the annual review of the Nanyang Technological University. Ms Goh is Sovereign Manufacturing Automation for performance of directors conducted also a director of Carbon Solutions Holdings Composites Cooperative Research Centre. by the Board, the Board (excluding Mr Pte Ltd, Carbon Solutions Investments Pte Ltd, Mr Macfarlane has reconfirmed that he has Archibald) recommends the re-election of Carbon Solutions Platform Pte Ltd, Carbon sufficient time to meet his responsibilities as a Mr Archibald as a director of the Company. Solutions Services Pte Ltd, JTC Corporation, director of Woodside. The Board believes Mr Archibald’s extensive Resilience Collective Ltd, Singapore Airlines international business experience and Ltd and Singapore Power Ltd. Following the annual review of the demonstrated commitment remain valuable Ms Goh has reconfirmed that she has sufficient performance of directors conducted to the Board. time to meet her responsibilities as a director by the Board, the Board (excluding Mr of Woodside. Macfarlane) recommends the re-election of Mr Macfarlane as a director of the Company, Following the annual review of the because of Mr Macfarlane’s contribution to performance of directors conducted by the Board through his significant experience the Board, the Board (excluding Ms Goh) in the energy and resources sector. recommends the re-election of Ms Goh as a director of the Company. The Board believes Ms Goh’s extensive international business experience and demonstrated commitment remain valuable to the Board. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 7


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Item 2(d). Arnaud Breuillac Item 2(e). Angela Minas MSc Engineering MBA Finance, BA Managerial Studies Mr Breuillac joined the Board as a non- If elected at the 2023 Annual General Meeting, executive director on 8 March 2023. He Ms Minas will join the Woodside Board as a is a member of the Human Resources & non-executive director and will be appointed Compensation, Sustainability and Nominations as a member of the Audit & Risk, Sustainability & Governance Committees. The Board and Nominations & Governance Committees. considers that, if elected, Mr Breuillac will be The Board considers that, if elected, Ms Minas an independent director. will be an independent director. Mr Breuillac is a graduate of French Ms Minas is an experienced finance executive engineering school École Centrale de Lyon. with strong capital market experience and Mr Breuillac has had a forty-year tenure with broad exposure to the energy and natural major global energy player, TotalEnergies, resources spectrum, including exploration holding positions across the Middle East, and production, midstream, oilfield services, continental Europe and central Asia before petrochemicals, mining and basic materials. retiring from his role as President Exploration Ms Minas holds directorships on the boards of & Production at the end of 2021 after seven natural gas storage gathering, processing and years in the seat. storage business Crestwood Equity Partners Mr Breuillac holds directorships on the boards L.P. (NYSE:CEQP), multinational manufacturing of UK-based Trident Energy Ltd and French group Vallourec S.A. (EN:VK), and ethylene underground hydrocarbon products storage production facilities operator Westlake facility operator, Géosel Manosque SAS. Chemical Partners (NYSE:WLKP) (tenure Prior to his appointment, appropriate checks ending by April 2023). were taken into Mr Breuillac’s background, Prior to the Board recommending Ms Minas’ experience and suitability. appointment as a director, appropriate checks Given his deep understanding of the energy were taken into her background, experience transition and the corresponding role of and suitability. energy suppliers through this period and The Board considers that Ms Minas will provide beyond, the Board considers that Mr Breuillac an important contribution to the Board brings a wealth of relevant experience and given her extensive experience in regulated invaluable leadership insights. industries internationally and her impressive Mr Breuillac has confirmed that he has background in finance, risk and compliance sufficient time to meet his responsibilities as a (including in US Sarbanes-Oxley Act (SOX) director of Woodside. financial reporting compliance), performance management, business transformation and For the reasons set out above, the Board mergers and acquisitions. These attributes (excluding Mr Breuillac) recommends the will complement the Board’s existing mix of election of Mr Breuillac as a director of the skills and experience at an important time in Company. Woodside’s history. Ms Minas has confirmed that, if appointed, she has sufficient time to meet her responsibilities as a director of Woodside. For the reasons set out above, the Board (excluding Ms Minas) recommends the election of Ms Minas as a director of the Company. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 8


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Item 3. Remuneration Report Shareholder approval is only required under ASX Listing Rule 10.14 if new shares may be issued to a director and not if shares A resolution for adoption of the Remuneration Report is are required to be purchased on-market. The Company’s usual required to be considered and voted on in accordance with the practice is to purchase shares on-market for the purposes of Corporations Act. allocating Restricted Shares and to satisfy the vesting of any The Remuneration Report details the Company’s policy on the Performance Rights that vest. remuneration of non-executive directors, the CEO and other However, shareholder approval is sought in the interests of senior executives and is set out on pages 75-98 of the Annual transparency and good governance, and to preserve the Report 2022, which is available on the Company’s website at flexibility for the Board to determine whether shares allocated to www.woodside.com. Ms O’Neill under the EIS will be purchased on-market or issued. The vote on the adoption of the Remuneration Report resolution Structure of CEO’s remuneration at Woodside is advisory only and does not bind the directors or the Company. The structure of CEO remuneration at the Company is a However, the Board will take the outcome of the vote into combination of: consideration when reviewing the remuneration practices and policies of the Company. Fixed annual reward (FAR), and Shareholders as a whole will be given a reasonable opportunity Variable annual reward (VAR), which is delivered under the EIS. to ask questions and to make comments on the Remuneration The CEO’s VAR is based on performance against Woodside’s Report. Corporate Scorecard and her individual key performance The Board recommends that shareholders vote in favour of indicators (KPIs) for the performance year and the Board has a adopting the 2022 Remuneration Report. discretion to make adjustments that it considers appropriate. For 2022, the Board determined to award Ms O’Neill a VAR Item 4. Approval of Grant of Executive of A$7,613,000 which represents 88.1% of maximum EIS Incentive Scheme Awards to CEO & Managing opportunity. Details of the Corporate Scorecard outcomes, KPIs Director that applied to Ms O’Neill’s VAR for 2022 and the performance The Company is seeking shareholder approval for the proposed achieved against these KPIs, are detailed in the Remuneration grants of Restricted Shares and Performance Rights to the CEO Report. The CEO’s individual performance is shown in Table 4 set under the Woodside Executive Incentive Scheme (EIS). The EIS out on page 86 of the Remuneration Report. remunerates executives (including the CEO) for delivering results Following completion of the merger with BHP’s petroleum against measurable criteria aimed at safe, efficient operations; business, the Board conducted a review of CEO and Senior delivery of new projects and an effective financial structure. The Executive remuneration. The review was based on benchmarking EIS delivers an award to executives which is linked to annual data against a defined peer group and with consideration of individual and corporate performance, and is designed to be organisation size and structure following the merger. As a result simple and transparent. of the Board’s review, changes were made within the structure The Restricted Shares and Performance Rights proposed to be of the EIS, with the new structure applied to the CEO in respect granted to Ms O’Neill under Item 4 form part of her remuneration of the period from 1 June 2022 to 31 December 2022. Further for 2022. information about those changes are detailed in the 2022 Remuneration Report. Why is shareholder approval being sought? ASX Listing Rule 10.14 requires that shareholder approval be Following the Board’s performance assessment, the VAR obtained for the acquisition of securities by a director under an outcome is determined and the award is delivered in different employee incentive scheme. Ms O’Neill is covered by ASX Listing components, as set out in the following table: Rule 10.14.1 because she is the Managing Director of the Company. CEO CEO 1 January to 31 May 2022 1 June to 31 December 2022 Performance Rights1 30% 30% Subject to a five-year performance period with a RTSR test five years after the date of allocation Restricted Shares1 30% 30% Subject to a five-year deferral period Restricted Shares1 0% 10% Subject to a four-year deferral period Restricted Shares1 27.5% 10% Subject to a three-year deferral period Cash 12.5% 20% Payable following the end of the performance year 1. Allocated using a face value methodology. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 9


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Approval is being sought under Item 4 for the grant of the the form of Performance Rights (equaling A$2,283,900). It is Performance Rights and Restricted Shares components of Ms proposed that Ms O’Neill will be granted 64,013 Performance O’Neill’s VAR for 2022. Rights as the long-term component of her VAR. The structure of the EIS awards has been designed to deliver Each Performance Right provides Ms O’Neill with the opportunity three key objectives: executive engagement, alignment with to receive a fully paid ordinary share in Woodside, provided the shareholder experience and strategic fit. The VAR aligns certain vesting conditions are met. As the Performance Rights shareholder and executive remuneration outcomes by ensuring are part of Ms O’Neill’s remuneration, no amount is payable on a significant portion of CEO remuneration is at risk, while the grant of Performance Rights or on allocation of shares if rewarding performance. Performance Rights vest. The Board retains discretion to make a cash equivalent payment in lieu of an allocation of shares. Ms O’Neill’s total remuneration package for 2023 is set out below: The Company has decided to grant Ms O’Neill Performance Rights because they create share price alignment between Ms FAR (inclusive of O’Neill and shareholders but do not provide the full benefits of A$2,400,000 superannuation) Target opportunity is 280% of FAR. share ownership (such as dividend and voting rights) unless the Performance Rights vest. VAR The CEO can receive up to a maximum of 420% of FAR, subject Vesting conditions applying to the Performance Rights to performance The Performance Rights will have a performance period, commencing from the allocation date following the Annual Restricted Shares proposed to be granted to Ms O’Neill General Meeting. The Performance Rights are divided into two As shown in the table above, 57.5% of Ms O’Neill’s 2022 VAR components as follows: for the period 1 January to 31 May 2022 and 50% of Ms O’Neill’s VAR for the period 1 June 2022 to 31 December 2022 (equaling One third of the Performance Rights are subject to a relative A$3,987,025) is proposed to be delivered in the form of total shareholder return (RTSR) performance condition, which Restricted Shares, subject to either a three, four or five year will be tested against the total shareholder return (TSR) over deferral period. The deferral period for each tranche commences the performance period of companies that comprised the from the allocation date following the Annual General Meeting. A ASX50 as at 1 December 2022, and service condition applies during the deferral period and there are The remaining two-thirds of the Performance Rights are no further performance conditions attached to these awards. subject to an RTSR performance condition, which will be tested against the TSR over the performance period of the It is proposed that Ms O’Neill will receive 111,747 Restricted following group of international oil and gas companies: Shares. Each Restricted Share is a fully paid ordinary share in Woodside that is subject to a service condition during the International oil and gas comparator (weighted at 67%) deferral period. As the Restricted Shares are part of Ms O’Neill’s APA Corporation remuneration, no amount is payable on the grant or vesting of a Equinor ASA Restricted Share. (previously Apache Corporation) Canadian Natural Resources Hess Corporation This element creates a strong retention proposition for the CEO ConocoPhillips Inpex Corporation as vesting is subject to employment not being terminated with cause or by resignation during the deferral period. The deferral Coterra Energy Marathon Oil Company Devon Energy Occidental Petroleum ensures that awards remain subject to fluctuations in share price ENI S.p.A Santos Ltd across the three and five-year periods, which is intended to reflect the sustainability of performance over the medium-term EOG Resources and long-term and to support increased alignment between executives and shareholders. The Board has discretion to vary the peer groups, including to The Company has decided to grant Ms O’Neill Restricted Shares take into account events that occur prior to vesting (for example, for the deferred component of the VAR because they align takeovers, mergers or de-mergers). her interests with the interests of shareholders by creating an Performance is tested after five years as the Company operates ownership interest in shares and provide her with an opportunity in a capital intensive industry with long investment timelines. to receive dividends. It is imperative that executives take decisions in the long-term Performance Rights proposed to be granted to Ms interest of shareholders, focused on value creation across the O’Neill commodity price cycles of the oil and gas industry. The Board’s Thirty percent (30%) of Ms O’Neill’s VAR will be delivered in view is that RTSR is the best measure of long-term value creation across the commodity price cycle of our industry. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 10


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Each component is separately tested. The percentage of RTSR outcomes are calculated by an external adviser following Performance Rights in each component that vest will depend on the end of the performance period. Any Performance Rights that the following vesting schedule: do not vest will lapse and are not retested. RTSR performance hurdle vesting The decision to vest the Performance Rights is subject to the overriding discretion of the Board, which may adjust outcomes if Woodside RTSR percentile Vesting of Performance position within peer group Rights appropriate, including to better reflect shareholder expectations or management performance. Less than 50th percentile No vesting Equal to 50th percentile 50% vest Other terms of the Restricted Shares and Performance Between the 50th and 75th percentile Vesting on a pro-rata basis Rights The following table summarises the key terms that apply to the Equal to or greater than 75th percentile 100% vest components of VAR delivered as equity to Ms O’Neill: Key EIS features Allocation Restricted Shares and Performance Rights are allocated using a face value allocation methodology. The number of methodology Restricted Shares and Performance Rights has been calculated by dividing the value of the respective components by the volume weighted average price (VWAP) of the Company’s shares traded on each trading day in December 2022 (being approximately A$35.68). Dividends and Ms O’Neill is entitled to receive dividends on Restricted Shares and exercise voting rights. voting rights No dividends are paid on Performance Rights prior to vesting. For Performance Rights that do vest, a dividend equivalent payment will be paid by the Company for the period between allocation and vesting. The dividend equivalent payment will be paid in cash unless the Board determines otherwise. Ms O’Neill does not have any voting rights in relation to Performance Rights. Clawback provisions The Board has the discretion to reduce or claw back EIS equity awards or entitlements received under the EIS including where an executive has acted fraudulently or dishonestly or is found to be in material breach of their obligations, they have engaged in an act which has brought a Group company into disrepute or may negatively impact any Group company’s reputation in a material way, vesting is not justified or supportable, there is a material misstatement or omission in the financial statements or the Board determines that circumstances have occurred that have resulted in an unfair benefit to the executive. Control event The Board has the discretion to determine the treatment of Restricted Shares and Performance Rights on a change of control event. If an actual change of control occurs during the vesting period for equity awards, Restricted Shares will vest in full whilst Performance Rights may, at the discretion of the Board, vest on an at least pro-rata basis. Cessation of If Ms O’Neill resigns or her employment is terminated for cause, all Performance Rights will lapse and Restricted Shares will employment be forfeited (unless the Board determines otherwise). If Ms O’Neill ceases employment for any other reason and unless the Board determines otherwise: All Performance Rights will remain on foot and will remain subject to the original terms; and Restricted Shares will vest in full from a date determined by the Board. The Board will have discretion to accelerate the vesting of unvested equity awards, subject to termination benefits laws. Adjustments to The Board may grant additional Performance Rights or make adjustments it considers appropriate to the terms of a Performance Rights Performance Right if there is a corporate action by, or capital reconstruction in relation to, the Company, including any return of capital. No retesting There will be no retest applied to the award. Performance Rights will lapse if the required RTSR performance is not achieved at the conclusion of the five-year period. Other information required by the ASX Listing Rules 106,488 Performance Rights and 327,635 Restricted Shares. Ms O’Neill is the only director eligible to participate in the EIS. These securities were granted to Ms O’Neill as part of her VAR If shareholder approval is not obtained, the Board will, for no cost. acting reasonably, determine the amount and form of the If Item 4 is approved, the Restricted Shares and Performance compensation payable to the CEO for the loss of the benefit of Rights will be allocated to Ms O’Neill as soon as practicable the equity component of her VAR award. after the Annual General Meeting and in any event within 12 The ASX Listing Rules require this Notice of Annual General months of the meeting. Meeting to state the number and average price of securities Details of any securities issued under the EIS will be published received by Ms O’Neill under the EIS. 434,123 securities have in the Company’s Annual Report relating to the period in previously been granted to Ms O’Neill under the EIS, comprising which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 11


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Any additional persons covered by ASX Listing Rule 10.14 who to allow for some growth in non-executive directors’ become entitled to participate in an issue of securities under the remuneration in the future to reflect market competitiveness EIS after this resolution is approved and who are not named in for non-executive directors with the skills and experience this Notice of Annual General Meeting will not participate until appropriate for the Company’s business; and approval is obtained under ASX Listing Rule 10.14. to provide flexibility with Board and Committee appointments, No loan will be made by the Company in relation to the grant so that the Board can appropriately manage succession of Restricted Shares and Performance Rights to Ms O’Neill. planning and potential new director appointments in light of the mix of skills, experience and diversity on the Board The Board (with Ms O’Neill abstaining) recommends that to ensure that the Board is operating effectively, that any shareholders vote in favour of the grant of the Performance changes in composition are effected as smoothly as possible Rights to the CEO and Managing Director. and so that the Board continues to have the right balance of Item 5. Non-Executive Directors’ skills, knowledge and experience. Remuneration Since 2019, as part of the Board’s ongoing succession planning ASX Listing Rule 10.17 provides that a listed entity must not strategy, the number of non-executive directors has increased increase the total aggregate amount of directors’ fees payable to from 9 to 10. If shareholders approve this resolution, the Fee all of its non-executive directors without shareholder approval. Pool will be increased to A$4,675,000.00. The additional Rule 64 of the Company’s Constitution also provides that the headroom that will be provided by this increase is seen as aggregate remuneration paid to all the non-executive directors prudent to give the Board the necessary flexibility to continue in any financial year of the Company may not exceed an amount operating effectively and manage succession planning. If this fixed by the Company in general meeting. resolution is not approved, the aggregate fee pool will remain at Shareholder approval is sought to increase the maximum A$4,250,000.00 and the Board will not have this flexibility. amount available for payment of non-executive directors’ No securities have been issued to any non-executive director remuneration in any financial year (Fee Pool) by A$425,000 under ASX Listing Rules 10.11 or 10.14 with shareholder approval to A$4,675,000.00. The current Fee Pool of A$4,250,000.00 within the last three years. was approved by shareholders at the 2019 Annual General As the non-executive directors have an interest in the outcome of Meeting. Details of the remuneration paid to non-executive this Item, the Board does not believe it is appropriate to make a directors for the year ended 31 December 2022 is detailed in the recommendation to shareholders as to how to vote on this item. Remuneration Report. The Board believes that effective leadership and governance are Item 6. Resolutions requisitioned by groups of essential to the Company’s continued and future success. For shareholders this reason, the fees paid to non-executive directors need to be A group of shareholders representing approximately 0.002% competitive and must enable the Company to attract, motivate of the Company’s ordinary shares has proposed Items 6(a) and and retain directors of the highest quality. 6(b) under section 249N of the Corporations Act. The Fee Pool is a maximum limit only. The level of individual The group of shareholders also requested pursuant to section fees paid to non-executive directors is reviewed annually for 249P of the Corporations Act that the statements set out alignment with market practice and with input from independent in Annexure A to this Notice of Annual General Meeting be remuneration consultants. While the Company is seeking provided to shareholders. to increase the fee pool limit, it is not currently intending to Consistent with the Company’s approach to inviting shareholder increase the individual fees currently paid to non-executive debate and feedback, it is the Board’s intention to allow a directors. reasonable opportunity at the Annual General Meeting to take The Company is seeking shareholder approval to increase the questions from shareholders on both Item 6(a) and Item 6(b), Fee Pool for the following reasons: even if Item 6(a) is not passed by the requisite majority (and Item 6(b) is not put to the meeting as a result). to ensure the Company maintains the ability to remunerate competitively and attract and retain high calibre non-executive 6(a) – Amendment to the Constitution directors; The requisitioning shareholders’ statement in relation to this resolution is set out in Annexure A of this Notice of Annual General Meeting. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 12


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affairs and outlook. Such feedback has provided, and will The Board’s response: continue to provide, the Company with the information and The Board does not consider that the resolution to flexibility to adjust both its strategy and its external reporting change the Constitution is in the best interests of the of that strategy and operations to respond appropriately to the Company. prevailing expectations of its shareholders and stakeholders. This Shareholders have a number of existing avenues to demonstrated ability to adjust internal plans and communication express opinions on the management of the Company. all occur without the need for a constitutional amendment. This constitutional amendment may disproportionately The Board does not believe the amendment contemplated favour activist shareholders, and not necessarily by this resolution will improve the ability for shareholders as Woodside’s broader shareholder base. a whole to be heard and to express their opinions about the management of the Company. To the contrary, the Board believes the proposed constitutional amendment could The Board respects the rights of shareholders to requisition adversely impact the governance of the Company, even if it resolutions and to propose amendments to the Constitution. only facilitates advisory resolutions. The power to manage the However, for the reasons outlined below, the Board does not business of the Company is conferred upon the Board by the consider the requisitioned resolution to be in the best interests Constitution. It is important that the Board is able to make of the Company and recommends that shareholders vote against decisions drawing on the directors’ professional expertise the resolution in Item 6(a). and business judgement about the affairs of the Company in This resolution proposes to insert a new provision in the the interests of shareholders as a whole. Shareholders have Constitution which would give shareholders the ability, by the ability to hold the Board to account for its decisions and ordinary resolution, to express an opinion about the way in actions by voting on the resolutions proposed at each Annual which the management of the business and affairs of Company General Meeting. has been or should be exercised. The Board is concerned that a constitutional right to propose Shareholders have a number of avenues available to them to resolutions to express non-binding opinions at a general meeting express their opinions about the management of the Company. is likely to disproportionately favour activist shareholders who Notably, shareholders can attend, engage in and ask questions have a practice of requisitioning special interest resolutions. This at general meetings of the Company, or submit comments and could result in the business of future Annual General Meetings questions in advance of the meeting where they are unable to being dominated by non-binding special interest resolutions attend in person. Woodside also holds an investor briefing each which could be time-consuming and not necessarily aligned with year at which the CEO and other senior executives present on the broader shareholder base. key aspects of the business and are available to respond to For these reasons, the Board does not consider the amendment questions. Webcasts of the Annual General Meeting and investor to the Constitution to be appropriate and recommends that briefing are made available on the Company’s website, as are shareholders vote against this resolution. copies of investor briefings and presentations. Directors’ Recommendation The Company also has an investor relations program to The Board recommends that shareholders vote AGAINST Item 6(a). facilitate effective two-way communication with investors and a Continuous Disclosure and Market Communication Policy which The Chair of the meeting intends to vote undirected proxies outlines Woodside’s commitment to ensuring that shareholders AGAINST Item 6(a). are provided with accurate, full and timely information about 6(b) – Contingent resolution - Capital Protection Woodside’s activities and that all stakeholders have equal Item 6(b) is an “advisory resolution” and will only be presented opportunities to receive externally available information issued to the meeting for consideration if Item 6(a) is passed by special by Woodside. The Company regularly and constructively resolution. If Item 6(a) is not passed, this item will not be put to engages with its shareholders and wider stakeholder groups (at the meeting. However, as noted above, the Company intends to Chair, non-executive director and management level) to discuss allow a reasonable opportunity at the Annual General Meeting for and understand views and expectations about the Company’s shareholders to ask questions on the subject matter of this item. operations and activities. Over many years, a significant part of this engagement has related to climate change. This process The requisitioning shareholders’ statement in relation to this provides valuable feedback to the Company on its strategies, resolution is set out in the Annexure A of this Notice of Annual General Meeting. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 13


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Energy Agency (IEA), the Nationally Determined Contributions The Board’s response: in key markets as submitted to the United Nations, and also a Woodside does not accept the premise of the resolution, case study of decarbonising power grids in Australia’s National that the managing down of its oil and gas production Electricity Market. This review also includes information about assets is the only pathway consistent with the the IEA’s Net Zero Roadmap, including that it is one point on the achievement of global climate goals. wide range of potential future pathways that could successfully Woodside aims to thrive through the energy transition limit global warming. by building a low cost, lower carbon, profitable, resilient Woodside is focused on reducing net equity Scope 1 and 2 and diversified portfolio. greenhouse gas emissions The Intergovernmental Panel on Climate Change (IPCC),1 which is the United Nations body for assessing the In 2020, Woodside announced targets for near- and science related to climate change, has recently reported medium-term emissions reduction relative to a starting base that there are many pathways in the literature that likely representative of the gross annual average equity Scope 1 and 2 show how to limit global warming compared to pre- greenhouse gas emissions over 2016-2020. These targets are to industrial times to 2°C with no overshoot, or to 1.5°C reduce net equity Scope 1 and 2 greenhouse gas emissions by 15% (2025) and 30% (2030) towards an aspiration of net zero by with limited overshoot.2 2050 or sooner. Details of Woodside’s plan to meet these targets Today, Woodside has a portfolio of oil and gas assets. are included in the Climate Report 2022.3 Woodside is also developing a portfolio of new energy Woodside’s net equity Scope 1 and 2 greenhouse gas emissions products and lower carbon services. Across its portfolio totalled 4,615 kt CO -e in 2022 which was 11% below the starting Woodside seeks to match the pace, scale and needs of its 2 customers as they determine their own decarbonisation base. For 2022 performance only, in which the merger with BHP’s pathways. petroleum business was effective for seven out of 12 months, the effective starting base has been adjusted to 5.2 Mt CO -e. Woodside has published a Climate Report 2022 which 2 contains further information on Woodside’s climate- Woodside is investing in the products and services that our related plans, activities, progress and climate-related customers need as they reduce their emissions data for the period 1 January 2022 to 31 December 2022. Today, Woodside has a portfolio of oil and gas assets. Woodside is developing a portfolio of new energy products and lower carbon services. These have the potential for significant future The Board does not endorse the resolution and recommends growth as customer demand increases and technology reduces that shareholders vote against the resolution in Item 6(b) for the the cost of supply. Across its portfolio Woodside seeks to match reasons set out below. the pace, scale and needs of its customers as they determine Demand for Woodside’s products during the energy transition their own decarbonisation pathways. Woodside does not accept the premise of the resolution that Woodside’s capital allocation framework, announced in the climate goals of the Paris Agreement require the managing December 2021 at the Investor Update 2021, sets target down of its oil and gas production assets and operations. investment criteria for oil, gas and new energy opportunities. Not Woodside’s Climate Policy, as adopted in early 2022 and all energy investments are the same, and these three investment reviewed in December 2022, is to: types are fundamentally different in nature and have different risk/return profiles. The Company will use this capital allocation Develop and operate oil and gas projects in a manner that is framework to create a diversified and flexible portfolio which is consistent with Woodside’s net equity Scope 1 and 2 emissions responsive to changes in demand and supply for Woodside’s reduction targets, consistent with Paris aligned scenarios - products. these are scenarios limiting global warming to below 2°C and pursing efforts to limit warming to 1.5°C, and The Climate Report 2022 also describes how Woodside uses Invest in new energy products and lower carbon services to market analysis and a disciplined capital allocation framework reduce customers’ emissions, which are part of Woodside’s to inform investment decisions as we grow and diversify our Scope 3 emissions, including but not limited to hydrogen, portfolio. In addition to the risk and reward balance described ammonia and carbon, capture, utilisation and storage. in our capital allocation framework, for future investment decisions Woodside’s consideration may be supplemented by In Woodside’s Climate Report 2022, the potential for the global a number of climate-related considerations described in the use of oil and gas through the energy transition is considered. Climate Report 2022. This includes review of literature from the IPCC, the International 1. IPCC 2022. “Climate Change 2022: Mitigation of Climate Change. Contribution of Working Group III to the Sixth Assessment Report of the Intergovernmental Panel on Climate Change” [P.R. Shukla, J. Skea, R. Slade, A. Al Khourdajie, R. van Diemen, D. McCollum, M. Pathak, S. Some, P. Vyas, R. Fradera, M. Belkacemi, A. Hasija, G. Lisboa, S. Luz, J. Malley, (eds.)]. Cambridge University Press, Cambridge, UK and New York, NY, USA. doi: 10.1017/9781009157926 2. Overshoot means the temporary exceedance of a specified level of global warming, such as 1.5°C. Overshoot implies a peak followed by a decline in global warming, achieved through anthropogenic removal of CO exceeding remaining CO emissions globally. 3. Target is for net 2 equity Scope 1 and 2 greenhouse 2 gas emissions, relative to a starting base representative of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with a final investment decision prior to 2021. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 14


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In 2021, Woodside set a US$5 billion investment target by 2030 term climate-related risks and opportunities. It also sets out for new energy products, such as hydrogen and ammonia, the Company’s approach to governance of climate-related and lower carbon services, such as Carbon Capture Utilisation issues including the role of the Board and the executive team. and Storage (CCUS).1 At the end of 2022, Woodside had spent Disclosures in the Climate Report 2022 are structured to align more than US$100 million towards its US$5 billion target. This with the TCFD recommendations framework. The report has spend includes electrolysers and liquefaction equipment for the also been prepared with reference to selected relevant metrics H2OK hydrogen project proposed in Oklahoma, the Heliogen from the Sustainable Accounting Standards (SASB) Oil and Gas pilot project, as well as progressing an investment in String Bio, Exploration and Production Standard. a company developing carbon to products technology. This The Board considers that the Climate Report 2022 satisfactorily investment target, which is not guidance, potentially includes addresses Woodside’s approach to the risks and opportunities both organic and inorganic investment. presented by climate change and the energy transition. The Financial resilience testing of Woodside’s portfolio of Board will continue to engage with and listen to shareholders producing and sanctioned assets using scenarios about how they would best like to receive information and The Climate Report 2022 contains financial resilience testing provide feedback about our climate strategy and progress in of Woodside’s portfolio of producing assets and sanctioned future years. projects. The analysis is performed by substituting commodity Shareholders should refer to the Climate Report 2022 for further pricing (including carbon price) that has been interpolated from information on Woodside’s climate-related plans, activities, the three scenarios in the IEA’s 2022 World Energy Outlook (that progress and climate-related data for the period 1 January 2022 is, the Stated Policies Scenario (STEPS), Announced Pledges to 31 December 2022. Scenario (APS), and Net Zero Emissions Scenario (NZE)) into Woodside’s existing portfolio economic model, which is Accordingly, the directors are of the view that the resolution is otherwise unchanged. Amongst the insights contained in the not necessary, given the Company’s existing decarbonisation scenario analysis are that potential annual average free cash steps, public commitments and reporting practices. Having flow is positive in all tested scenarios, including in NZE and APS regard to these reasons, the Board considers the proposed scenarios that are aligned with the Paris Agreement outcomes, resolution is not in the best interests of shareholders. throughout the studied period to 2040. Directors’ Recommendation Climate-related risks, opportunities and governance The Board recommends that shareholders vote AGAINST Item 6(b). The Climate Report 2022 includes information about Woodside’s The Chair intends to vote undirected proxies AGAINST Item 6(b). identification and management of short, medium and long- 1. Individual investment decisions are subject to Woodside’s investment targets. Not guidance. Potentially includes both organic and inorganic investment. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 15


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Notes and Voting Information These Notes and Voting Information are important and should be read carefully by all shareholders. Voting Entitlements to vote on the resolution, in accordance with an express Pursuant to regulation 7.11.37 of the Corporations Regulations authorisation to exercise undirected proxies as the Chair 2001 (Cth) the Board has determined that, for the purpose of decides, even though the resolution is connected with the voting at the meeting, shareholders are those persons who are remuneration of a member of the Company’s KMP, or the registered holders of Company shares at 5.00pm (AWST) by a holder acting solely in a nominee, trustee, custodial or on Wednesday, 26 April 2023. Accordingly, share transfers other fiduciary capacity on behalf of a beneficiary provided registered after that time will be disregarded in determining the following conditions are met: entitlements to attend and vote at the meeting. - the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is Voting Exclusions not an associate of a person excluded from voting, on the Item 3 resolution, and The Company will disregard any votes cast on Item 3: - the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in by or on behalf of a member of the Company’s key that way. management personnel (KMP) named in the Remuneration Report for the year ended 31 December 2022, or their closely Item 5 related parties, regardless of the capacity in which the vote is The Company will disregard any votes cast on Item 5: cast, or in favour of the resolution by or on behalf of any directors of as a proxy by a person who is a member of the KMP at the the Company or any associate of a director, regardless of the date of the Annual General Meeting or their closely related capacity in which the vote is cast; or parties, cast as a proxy by a person who is a member of the KMP at unless the vote is cast as proxy for a person entitled to vote on the date of the Annual General Meeting or their closely related Item 3: parties, in accordance with a direction as to how to vote on the Voting unless the vote is cast on Item 5: Form, or as a proxy or attorney, for a person entitled to vote on the by the Chair of the meeting pursuant to an express resolution in accordance with a direction given to the proxy or authorisation to exercise the proxy even though Item 3 is attorney to vote on the resolution in that way, or connected with the remuneration of the Company’s KMP. by the Chair of the meeting as proxy for a person entitled Item 4 to vote on the resolution, in accordance with an express The Company will disregard any votes cast on Item 4: authorisation to exercise undirected proxies as the Chair decides, even though the resolution is connected with the in favour of the resolution by or on behalf of Ms O’Neill or her remuneration of a member of the Company’s KMP, or associates, regardless of the capacity in which the vote is cast, by a holder acting solely in a nominee, trustee, custodial or or other fiduciary capacity on behalf of a beneficiary provided as proxy by a person who is a member of the KMP at the date the following conditions are met: of the Annual General Meeting or their closely related parties, - the beneficiary provides written confirmation to the holder unless the vote is cast on Item 4: that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the as proxy or attorney for a person entitled to vote on the resolution, and resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way, or - the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in by the Chair of the meeting as proxy for a person entitled that way. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 16


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Asking Questions Proxy Voting on Item 3 (Remuneration Shareholders as a whole will have a reasonable opportunity to Report), Item 4 (Approval of Grant of ask questions at the meeting and in advance of the meeting. Executive Incentive Scheme Awards to CEO & Online participants can ask questions via the online platform at Managing Director) and Item 5 (Non-Executive https://web.lumiagm.com/333232445 and by telephone. Directors’ Remuneration) We encourage shareholders to lodge questions in advance of the The KMP of the Company (which includes each of the directors meeting by emailing questions to secretariat@woodside.com by and executives named in the Company’s 2022 Remuneration 5.00pm (AWST) on Thursday, 20 April 2023. Shareholders can Report) and their closely related parties will not be able to vote also ask questions in advance of the meeting to the Company’s as your proxy on Items 3, 4 and 5 unless you tell them how to auditor, PwC about the content of the auditor’s report or the vote, or the Chair of the meeting is your proxy. If you intend to conduct of the audit. The Chair of the meeting will endeavour to appoint a member of the KMP or one of their closely related address the frequently asked questions during the meeting and parties as your proxy, please ensure that you direct them how to in the Chair’s address. Please note that individual responses will vote on Items 3, 4 and 5 otherwise they will not be able to cast a not be sent to shareholders. vote as your proxy on that item. If you appoint the Chair of the meeting as your proxy, you can Technical Difficulties direct them how to vote by marking one of the boxes for Items Technical difficulties may arise during the course of the Annual 3, 4 and 5 (i.e. to vote “for”, “against” or “abstain”). If you appoint General Meeting. The Chair of the meeting has discretion as to the Chair of the meeting as your proxy or the Chair of the whether and how the Annual General Meeting should proceed meeting is appointed as your proxy by default, but you do not in the event that a technical difficulty arises. In exercising their mark a voting box for Items 3, 4 and 5, you will be taken to have discretion, the Chair of the meeting will have regard to the expressly authorised the Chair of the meeting to exercise the number of shareholders impacted and the extent to which proxy in respect of those items as the Chair decides, even though participation in the business of the meeting is affected. Where the items are connected with the remuneration of the KMP. they consider it appropriate, the Chair of the meeting may continue to hold the Annual General Meeting and transact Direct Voting business, including conducting a poll and voting in accordance A direct vote will enable shareholders to vote on resolutions with valid proxy instructions. For this reason, shareholders are considered at the meeting by lodging their votes with the encouraged to lodge a direct vote or directed proxy by 10.00am Company prior to the meeting. Direct voting will enable (AWST) on Wednesday, 26 April 2023, even if they plan to attend shareholders to exercise their voting rights without needing to the Annual General Meeting online. attend the meeting or appoint a proxy. Proxies Please note that a shareholder who has cast a direct vote may attend the meeting, but their attendance will cancel the direct All shareholders who are entitled to attend and vote at the meeting vote unless they indicate otherwise at the meeting. have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a shareholder of the Company. Lodgement of Direct and Proxy Votes Shareholders holding two or more shares can appoint either The Company encourages you to register your direct voting one or two proxies. If two proxies are appointed, the appointing or proxy instructions online at the Share Registry website shareholder can specify what proportion of their votes they want www.investorvote.com.au. Lodging your vote online is a simple, each proxy to exercise. If no proportion is specified, each proxy secure and efficient method of providing your instruction. may exercise half the member’s votes. To log in to Investor Vote: If the Chair of the meeting is appointed, or taken to be 1. Go online to www.investorvote.com.au appointed, as a proxy, but the appointment does not specify the 2. Enter the Control Number – 182208 way to vote on a resolution, then the Chair intends to exercise 3. Enter your Security Reference Number (SRN) or Holder all available votes in favour of resolutions 2 to 5 inclusive and Identification Number (HIN) against resolutions 6(a) and 6(b). 4. Enter your post code, and In accordance with the Corporations Act, any directed proxies 5. Submit your proxy or direct vote. that are not voted on a poll at the meeting will automatically default to the Chair of the meeting, who is required to vote Alternatively, you may contact Computershare on 1300 558 507 proxies as directed. (within Australia) or +61 3 9415 4632 (outside Australia) to obtain a hard copy Voting Form which will be mailed to you. 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Please complete the hard copy Voting Form in accordance with Bodies Corporate the instructions on the back of the Voting Form and return it to A body corporate may appoint an individual as its representative Computershare Investor Services Pty Ltd: to attend and vote at the meeting and exercise any other by post to GPO Box 242, Melbourne, Victoria, 3001, Australia; powers the body corporate can exercise at the meeting. The or appointment may be a standing one. The representative should by facsimile to 1800 783 447 (within Australia) or bring to the meeting evidence of his or her appointment, +61 3 9473 2555 (outside Australia). including any authority under which the appointment is signed, unless it has previously been given to the Company. To be valid, your electronic voting instructions or Voting Form must be received by 10.00am (AWST) on Wednesday, 26 April 2023. Custodians and Nominees Note that references to submitting a Voting Form in this Notice For Intermediary Online subscribers only (custodians and of Annual General Meeting include appointing a proxy or voting nominees) please visit www.intermediaryonline.com to submit directly using any of the above methods. your voting intentions. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 18


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Annexure A Statements pursuant to section 249P of the Corporations Act The shareholders who requisitioned the resolutions in Items 6(a) and 6(b) have requested, pursuant to section 249P of the Corporations Act, that the following statements accompany the resolutions. Woodside is legally required to circulate the statements to shareholders. However, the Board and Company are not responsible for the contents of the statements or for any inaccurate or misleading statements contained in them. Statement by the requisitioners in support of Item 6(a) Supporting Statement 1 Shareholder resolutions are a healthy part of corporate democracy in many jurisdictions. For example, in the UK shareholders can consider resolutions seeking to explicitly direct the conduct of the board. In the US, New Zealand and Canada shareholders can consider resolutions seeking to advise their board as to how it should act. As a matter of practice, typically, unless the board permits it, Australian shareholders do not enjoy the same rights as their UK, US, New Zealand or Canadian counterparts in this respect. A board of directors is a steward for shareholders and accountability for the discharge of that stewardship is essential to long-term corporate prosperity. In some situations an appropriate course of action for shareholders is to formally and publicly alert the board that shareholders seek more information or favour a particular approach to corporate policy. The constitution of Woodside is not conducive to the right of shareholders to place advisory resolutions on the agenda of a shareholder meeting. This is contrary to the long-term interests of Woodside, its board and shareholders. Passage of this resolution – to amend the Woodside constitution – will simply put Woodside in a similar position in regard to shareholder resolutions as listed companies in the UK, US, Canada or New Zealand. We encourage shareholders to vote in favour of this resolution. Statement by the requisitioners in support of Item 6(b) Supporting Statement 2 This resolution seeks to give shareholders confidence that Woodside’s oil and gas assets are managed in a way that protects shareholder value, while ensuring employee transition and asset decommissioning obligations are adequately planned and resourced. Failure to adopt these requests would see Woodside continuing to exacerbate climate-related financial risks by undermining its own climate claims and defying investors’ clear expectations. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 19


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Investor calls for Woodside to align its business with global climate goals include: 2020: 50% of shareholders voting for scope 1, 2, and 3 emission targets and exploration and capital expenditure plans aligned with the climate goals of the Paris Agreement; Since 2021: the Climate Action 100+ investor initiative demanding Woodside “align future capital expenditures with the Paris Agreement’s objective of limiting global warming to 1.5° Celsius”, which remains unmet;4 2021: 19% of shareholders voting for the company to disclose plans to manage down oil and gas assets in line with the Paris climate goals, and 15% for a similar resolution in 2022; and 2022: 49% of shareholders voting against Woodside’s climate plan in 2022. Rather than respond to these calls, Woodside has moved in the opposite direction, drastically increasing exposure to climate-related transition risks by committing billions to new projects incompatible with the Paris Agreement and a net zero by 2050 pathway, and completing a merger that has approximately doubled its oil and gas production and expanded potential oil and gas growth capital expenditure to 55% of the company’s market capitalisation.5 Increasing transition risk In its landmark May 2021 Net Zero Emissions by 2050 Scenario (NZE), the International Energy Agency (IEA) found that to have a 50% chance of limiting global warming to 1.5°C: “The rapid drop in oil and natural gas demand in the NZE means… no new oil and natural gas fields are required beyond those that have already been approved for development.”6 This position is consistent with a “large consensus” of Paris-aligned climate scenarios, which have found “developing any new oil and gas fields is incompatible with limiting warming to 1.5°C”.7 The IEA’s 2022 World Energy Outlook (WEO) reiterated this conclusion: “No one should imagine that Russia’s invasion can justify a wave of new oil and gas infrastructure in a world that wants to reach net zero emissions by 2050”.8 In fact, the latest NZE projects even sharper declines in gas demand than the previous version, falling 23% globally by 2030.9 Demonstrating the immense financial risk posed by a net zero transition, Woodside’s own 2022 analysis showed average annual free cash flow from (pre-merger) producing and sanctioned assets would be decimated under NZE, barely covering Woodside’s 2017-2021 average annual dividend payout for the majority of the next two decades.10 Woodside’s $7 4
www.climateaction100.org/company/woodside-energy/ 5 /
www.woodside.com.au/docs/default-source/asx-announcements/2021-asx/woodside-merger-teleconference-and-investor-presentation.pdf; /
www.marketforces.org.au/wp-6 content/uploads/2022/03/2022-03-STO-WPL-investor-briefing.pdf /
www.iea.org/reports/net-zero-by-2050 7 /
www.iisd.org/system/files/2022-10/navigating-energy-transitions-mapping-road-to-1.5.pdf 8 /
www.iea.org/reports/world-energy-outlook-2022 9 /
www.iea.org/reports/world-energy-outlook-2022 10 /
www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2021-climate-report/climate-report-2021.pdf?sfvrsn=7ae837b1_5 Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 20


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billion11 debt load will impose additional financing cash outflows, further eroding any potential shareholder returns. This financial risk is becoming increasingly likely to materialise, with markets rapidly moving to align policy with climate goals. Japan12 and Korea,13 key markets for Woodside, have both announced plans to reduce gas in their energy mixes by 2030. IEEFA found in late 2021 that over 60% of proposed LNG import and gas power infrastructure in emerging Asia is unlikely to be built, a situation only exacerbated by high gas prices since.14 Yet Woodside plans to increase production by more than 4% a year from 2023 to 2027.15 Betting capital against climate goals Despite the IEA’s clear warnings since May 2021, in December of that year, Woodside announced a final investment decision on the $12.0 billion Scarborough-Pluto 2 project.16 Woodside will need to contribute $8.9 billion to Scarborough-Pluto, which multiple independent analyses have found is incompatible with Paris and a net zero by 2050 scenario.17 Climate Analytics concludes the Scarborough-Pluto project: “Represents a bet against the world implementing the Paris Agreement”, and “Is not 1.5°C consistent and consequently is a major stranded asset risk”.18 Scarborough-Pluto is not the only multi-billion dollar bet Woodside is making against climate action. Woodside is also pursuing the Browse gas project, which if approved would produce up to 1.6 billion tonnes of CO2-e over its lifetime (equivalent to more than three times Australia’s annual emissions19) and potentially operate until the mid-2060s.20 This flies in the face of IEA modelling showing a net zero by 2050 pathway would see gas supply falling by 72% by 2050.21 Despite already being laden with climate risks from its existing portfolio, Woodside’s decision to take on BHP’s entire petroleum portfolio has roughly doubled the company’s oil and gas 11 All dollar values in USD 12
www.enecho.meti.go.jp/en/category/others/basic plan/pdf/6th outline.pdf 13 /
www.dcceew.gov.au/sites/default/files/documents/australias-emissions-projections-2022.pdf 20 /
www.woodside.com/docs/default-source/current-consultation-activities/australian-activties/propsed-browse-to-north-west-shelf-project draft-eis-erd.pdf 21 /
www.iea.org/reports/world-energy-outlook-2022 Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 21


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production.22 BHP’s portfolio included developments with capex costs of up to $17.5 billion this decade, including the greenfield deepwater Trion and Calypso projects.23 Independent sensitivity analysis by KPMG has revealed even just a 10% drop from its base case long-term oil price assumptions would decrease the net present value of: Scarborough by 80% to just $383 million; Sangomar by 24%; Trion by 63%; and Browse by 141% (becoming a $158 million liability).24 These potential impairments pale in comparison to those that would be recorded under NZE, which models an oil price 50% below KPMG’s base case by 2030.25 Woodside’s decisions to sanction Scarborough and continue pursuing Trion, Browse and other expansion projects, the value of which rely on the world failing to move towards Paris alignment, represents an abject failure of corporate governance and risk management that investors must act to address. Shareholder support for this resolution is required to ensure returns from Paris-aligned production are maximised, while preventing capital being wasted on projects that are incompatible with climate goals Woodside claims to support. 22 /
www.woodside.com.au/docs/default-source/asx-announcements/2021-asx/woodside-merger-teleconference-and-investor-presentation.pdf 23 Ibid 24 /
www.woodside.com.au/docs/default-source/asx-announcements/2022/independent-expert-report.pdf?sfvrsn=b6dd9bf4_3 25 /
www.iea.org/reports/world-energy-outlook-2022 Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 22


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Annexure B Statements pursuant to section 249P of the Corporations Act Pursuant to section 249P of the Corporations Act, a group of shareholders holding approximately 0.002% of the Company’s ordinary shares on issue requested that the following statement about Item 3 be given to all members. Woodside is legally required to circulate the statements to shareholders. However, the Board and Company are not responsible for the contents of the statements or for any inaccurate or misleading statements contained in them. Board Response: Woodside does not agree with the claims made in the members’ statements and encourages shareholders to vote in line with the Board’s recommendations. Woodside’s executive remuneration structure is designed to support the Company’s strategy and ensure that Woodside can attract and retain executive capability in a globally competitive market. It is designed to reward those who perform and aligns to the Company’s values whilst incentivising the creation of enduring value to shareholders and other stakeholders. The Company’s engagement with shareholders following the 2020, 2021 and 2022 Annual General Meetings clearly indicates low support for the narrow interpretation of the Paris Agreement goals as outlined in the members’ statement. The Intergovernmental Panel on Climate Change 2022 report on Mitigation of Climate Change1 found that there are many pathways in the literature that likely limit global warming to 2°C with no overshoot, or to 1.5°C with limited overshoot. As a result, the demand for oil and gas in climate-related scenarios that could limit global warming to 1.5°C or 2°C has a wide range of outcomes. Woodside plans its business activities to be resilient to a range of potential global decarbonisation outcomes, rather than risking shareholder value on a single scenario. Given the strong demand for our products, growing concerns about energy security and the imperative to maximise the value from our portfolio of assets, the Board considers it appropriate to incentivise production performance in the corporate scorecard. Emissions performance is considered in the corporate scorecard and given an appropriate weighting. Failure to meet safety and emissions targets were the primary drivers for the “material sustainability issues” segment of the scorecard achieving a score of 3 out of 10 in 2022. The “delivery against business priorities” segment of the corporate scorecard also includes the maturing of key new energy opportunities in line with our strategy to thrive through the energy transition. This segment of the scorecard achieved a score of 6 out of 10 in 2022. 1. IPCC 2022. “Climate Change 2022: Mitigation of Climate Change. Contribution of Working Group III to the Sixth Assessment Report of the Intergovernmental Panel on Climate Change” [P.R. Shukla, J. Skea, R. Slade, A. Al Khourdajie, R. van Diemen, D. McCollum, M. Pathak, S. Some, P. Vyas, R. Fradera, M. Belkacemi, A. Hasija, G. Lisboa, S. Luz, J. Malley, (eds.)]. Cambridge University Press, Cambridge, UK and New York, NY, USA. doi: 10.1017/9781009157926. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 23


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Statement about resolution to adopt Remuneration Report Shareholders are urged to vote against Woodside’s adoption of the remuneration report because the remuneration structure is inconsistent with the company’s stated support for the climate goals of the Paris Agreement.1 Despite clear evidence that meeting the Paris climate goals requires rapid declines in oil and gas use and no new oil and gas fields to be developed, Woodside’s remuneration structure incentivises key management personnel to increase oil and gas production and progress oil and gas growth projects.2 This practice is inconsistent with many peers, particularly those in Europe. Inconsistent with investor expectations Woodside states its remuneration is aligned with the company’s values and strategic direction. However, when it comes to climate change, the company’s strategic direction is not supported by a significant number of shareholders. This is evidenced by recent votes against the board’s recommendations: 2020: 50% of shareholders voted for scope 1, 2, and 3 emission targets and exploration and capital expenditure plans aligned with the climate goals of the Paris Agreement; 1
https://www.woodside.com/docs/default-source/about-us-documents/corporate-governance/woodside-policies-and-code-of-conduct/climate-change-policy.pdf 2
Remuneration references from Woodside Annual Report 2022 unless otherwise stated. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 24


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2021: 19% of shareholders voted for the company to disclose plans to manage down oil and gas production in line with the Paris climate goals, and 15% for a similar resolution in 2022; and 2022: 49% of shareholders voted against Woodside’s climate plan. Rather than respond to these votes, Woodside pursued increased oil and gas production and new projects that are incompatible with the Paris climate goals and a net zero by 2050 scenario. Inconsistent with climate pathways In its landmark 2021 Net Zero Emissions by 2050 Scenario (NZE), the International Energy Agency (IEA) found that to have a 50% chance of limiting global warming to 1.5°C: “The rapid drop in oil and natural gas demand in the NZE means… no new oil and natural gas fields are required beyond those that have already been approved for development”.3 This position is consistent with a “large consensus” of Paris-aligned climate scenarios, which have found “developing any new oil and gas fields is incompatible with limiting warming to 1.5°C”.4 The IEA’s 2022 World Energy Outlook (WEO) reiterated this conclusion: “No one should imagine that Russia’s invasion can justify a wave of new oil and gas infrastructure in a world that wants to reach net zero emissions by 2050”.5 In fact, the latest NZE projects even sharper declines in gas demand than the previous version, falling 23% globally between 2021 and 2030 while oil demand falls by 22% over the same period.6 Over 20% of Woodside’s 2022 “Corporate Scorecard” used to determine variable remuneration is based on increasing oil and gas production. A further 20% is based on delivery of strategic business priorities, which are heavily focused on progressing new oil and gas projects. Woodside’s emphasis on fossil fuel growth is a consistent feature of its bonus scheme, with the weight of production targets largely unchanged over the last decade. Inconsistent with peers Woodside’s remuneration approach is inconsistent with oil and gas industry peers. For example, neither Shell nor TotalEnergies use any direct quantitative fossil fuel production targets in their remuneration schemes, having removed such incentives worth up to 25% and 8% respectively of their CEO’s annual bonuses in 2021. BP attaches a very low weight to LNG production targets.7 This means the total proportion of BP, Shell and TotalEnergies’ remuneration driven by fossil fuel production is minuscule compared to Woodside’s. In order to meet investors’ growing expectations to closely align corporate strategy with global climate goals and accepted pathways, Woodside must stop providing remuneration incentives relating to new oil and gas project development and increased production. Investors are therefore urged to vote against the remuneration report. 3
https:// www.iea.org/reports/net-zero-by-2050 4
www.iisd.org/system/files/2022-10/navigating-energy-transitions-mapping-road-to-1.5.pdf. 5
https://www.iea.org/reports/world-energy-outlook-2022 6 Ibid 7
https://www.bp.com/content/dam/bp/business-sites/en/global/corporate/pdfs/investors/bp-annual-report-and-form-20f-2021.pdf;
https://reports.shell.com/annual-report/2021/; https://totalenergies.com/system/files/documents/2022-03/DEU21VA.pdf Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 25


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Other statements received Woodside is committed to maintaining high standards of corporate governance in its communications with shareholders and proceedings at its Annual General Meeting. Woodside acknowledges receipt of additional members’ statements in relation to Items 2(a) – (c) from the Australasian Centre for Corporate Responsibility (ACCR). These statements did not meet the requirements for a valid members’ statement prescribed by the Corporations Act and, therefore, have not been included in this Notice of Annual General Meeting. This is an issue which has been raised with ACCR in the context of requisitions for previous Annual General Meetings. If shareholders are interested in the members’ statements provided by ACCR, Woodside refers shareholders to ACCR’s website at
https://www.accr.org.au/news/members%E2%80%99-statements-relating-to-the-re-election-of-directors-to-the-woodside-energy-board/.
Please note, Woodside is providing shareholders with the means to access the members’ statements for ease of reference but the Board and Woodside do not endorse the contents of those statements, nor are the Board or Woodside responsible for the contents of the statement or for any inaccurate or misleading statements contained in them. Notice of Annual General Meeting 2023 Woodside Energy Group Ltd | 26


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Head Office Woodside Energy Group Ltd Mia Yellagonga 11 Mount Street Perth WA 6000 Postal Address GPO Box D188 Perth WA 6840 Australia T +61 8 9348 4000 E companyinfo@woodside.com Woodside Energy Group Ltd ABN 55 004 898 962 woodside.com


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Lodge your vote: Online: www.investorvote.com.au For Intermediary Online subscribers only (custodians) www.intermediaryonline.com By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia By Fax: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) For all enquiries call: (within Australia) 1300 558 507 (outside Australia) +61 3 9415 4632 XX VOTING FORM VOTE AND VIEW THE ANNUAL REPORT ONLINE Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote. YOUR ACCESS INFORMATION THAT YOU WILL NEED TO VOTE: Control Number: 182208 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. For your vote to be effective it must be received by 10:00am (AWST) on Wednesday, 26 April 2023 How to Vote on Items of Business Signing Instructions for Postal Forms Vote Directly - Mark Section A Individual: Where the holding is in one name, the securityholder must sign. Voting 100% of your holding: Mark either the For, Against or Abstain box Joint Holding: Where the holding is in more than one name, all of the opposite each item of business. Your direct vote will be invalid on an item if securityholders should sign. you do not mark any box or you mark more than one box for that item. Power of Attorney: If you have not already lodged the Power of Attorney with Voting a portion of your holding: Indicate a portion of your voting rights the registry, please attach a certified photocopy of the Power of Attorney to by inserting the percentage or number of shares you wish to vote in the For, this form when you return it. Against or Abstain box or boxes. The sum of the votes cast must not exceed Companies: Where the company has a Sole Director who is also the Sole your voting entitlement or 100%. Company Secretary, this form must be signed by that person. If the company Appoint a Proxy - Mark Section B (pursuant to section 204A of the Corporations Act 2001) does not have a If you wish to appoint the Chair of the Meeting as your proxy, mark Company Secretary, a Sole Director can also sign alone. Otherwise this the box in Section B. If the individual or body corporate you wish to form must be signed by a Director jointly with either another Director or appoint as your proxy is someone other than the Chair of the Meeting, a Company Secretary. Please sign in the appropriate place to indicate the please write the name of that person in Section B. If you leave the box in office held. Delete titles as applicable. Section B of Step 1 blank or your named proxy does not attend the Meeting Attending the Meeting in Person or does not vote on a poll in accordance with your directions, the Chair of the You may bring this form to assist registration. If a representative of a Meeting will be your proxy. The Chair of the Meeting will vote any available corporate securityholder or proxy is to attend the Meeting in person you will undirected proxies in accordance with the Board recommendations set out need to provide the appropriate “Appointment of Corporate Representative” on the next page. prior to admission. A form may be obtained from Computershare or online at Voting 100% of your holding: Direct your proxy how to vote by marking one www.investorcentre.com under the help tab, “Printable Forms”. of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item Proxy voting by KMP in relation to Items 3, 4 and 5 your vote will be invalid on that item. The key management personnel (KMP) of the Company and their closely related parties will not be able to vote as your proxy on items 3, 4 and 5 Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of shares you wish to vote in the For, unless you tell them how to vote, or the Chair of the Meeting is your proxy. Against or Abstain box or boxes. The sum of the votes cast must not exceed If you appoint the Chair of the Meeting as your proxy or the Chair of the your voting entitlement or 100%. Meeting is appointed as your proxy by default, but you do not mark a voting Appointing a second proxy: You are entitled to appoint up to two proxies box for items 3, 4 and 5, you will be taken to have expressly authorised the to attend the Meeting and vote on a poll. If you appoint two proxies you Chair of the Meeting to exercise the proxy in respect of those items as the _ V4 must specify the percentage of votes or number of shares for each proxy, Chair decides, even though the items are connected with the remuneration 02 otherwise each proxy may exercise half of the votes. When appointing a of the KMP. _ second proxy write both names and the percentage of votes or number of 297114 securities for each in Step 1 overleaf. GO ONLINE TO VOTE, A proxy need not be a securityholder of Woodside Energy Group Ltd. or turn over to complete the form è Woodside Energy Group Ltd ABN 55 004 898 962


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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘X’) should advise your broker of any changes. Please mark to indicate your directions VOTING FORM XX STEP 1 INDICATE HOW YOUR VOTE WILL BE CAST Select one option only At the Annual General Meeting of Woodside Energy Group Ltd to be held at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia or online at https://web.lumiagm.com/333232445 on Friday, 28 April 2023 at 10:00am (AWST) and at any adjournment or postponement of that meeting (“Meeting”), I/We being member/s of Woodside Energy Group Ltd direct the following: A. Vote Directly Record my/our votes in accordance with PLEASE NOTE: You must mark FOR, AGAINST, or ABSTAIN on the the directions in Step 2 below. item for a valid direct vote to be recorded. OR B. Appoint a Proxy To Vote on Your Behalf I/We appoint the Chair PLEASE NOTE: Leave this box blank if you have selected the Chair of OR of the Meeting the Meeting. Do not insert your own name(s). or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit, to the extent permitted by law). Chair authorised to exercise undirected proxies on remuneration related resolutions (items 3, 4 and 5): Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), and I/we have not directed the proxy how to vote on items 3, 4 and 5 in Step 2 below, by completing and submitting this form I/we expressly authorise the Chair of the Meeting to exercise my/our proxy on items 3, 4 and 5 even though items 3, 4 and 5 are connected with the remuneration of key management personnel of the Company. The Chair of the Meeting intends to vote undirected proxies in favour of items 2(a) to 5 inclusive. The Chair of the Meeting intends to vote undirected proxies against items 6(a) and 6(b) inclusive. In exceptional circumstances, the Chair of the Meeting may change their voting intention on any resolution, in which case stock exchange announcements will be made. PLEASE NOTE: If you do not select an option under Step 1 of this Voting Form (direct voting or proxy appointment), or you select both options, you will be taken to have appointed the Chair of the Meeting as a proxy to vote on your behalf. STEP 2 ITEMS OF BUSINESS Board endorsed resolutions. Board FOR AGAINST ABSTAIN The Board recommends shareholders vote FOR items 2(a) to 5 inclusive. Recommendation Item 2(a) Mr Ian Macfarlane is re-elected as a director FOR Item 2(b) Mr Larry Archibald is re-elected as a director FOR Item 2(c) Ms Swee Chen Goh is re-elected as a director FOR Item 2(d) Mr Arnaud Breuillac is elected as a director FOR Item 2(e) Ms Angela Minas is elected as a director FOR Item 3 Remuneration Report (non-binding advisory vote) FOR Item 4 Approval of Grant of Executive Incentive Scheme Awards to CEO & Managing Director FOR Item 5 Non-Executive Directors’ Remuneration FOR Non-Board endorsed resolutions. Board FOR AGAINST ABSTAIN The Board recommends shareholders vote AGAINST items 6(a) and 6(b) inclusive. Recommendation Item 6(a) Amendment to the Constitution AGAINST Item 6(b) Contingent resolution - Capital Protection AGAINST PLEASE NOTE: If you have appointed a proxy and mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. SIGN SIGNATURE OF SECURITYHOLDER(S) This section must be completed Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary V4 _ Contact _ 02 Contact Daytime / / 297114 Name Telephone Date WD S 2 9 7 1 1 4 A


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Control Number: 182208 Dear Shareholder The Annual General Meeting (AGM) of Woodside Energy Group Ltd will be held at 10.00am (AWST) on Friday, 28 April 2023. Shareholders are invited to attend the AGM at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia or online at https://web.lumiagm.com/333232445. The Notice of Meeting can be viewed and downloaded at www.woodside.com.au/mediacentre/ announcements. The Notice of Meeting includes information on participating in the AGM and the business to be considered at the AGM, including the financial statements and reports; re-election and election of directors; and resolutions requisitioned by shareholders. You can request a hard copy of the Notice of Meeting or Voting Form by contacting Computershare on 1300 558 507 (within Australia) or +61 3 9415 4632 (outside Australia). Shareholders should monitor the Woodside website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM. If you are unable to attend the AGM, you may vote directly or appoint a proxy to attend and vote on your behalf via www.investorvote.com.au or by following the instructions on the Voting Form. Direct votes and proxy appointments must be received by 10.00am (AWST) on Wednesday, 26 April 2023. Even if you plan to attend the AGM in person, we encourage you to submit a direct vote or directed proxy vote so that your vote will be counted if for any reason you cannot attend. Your directors and the management of Woodside look forward to providing an update on Woodside’s activities at the AGM. Warren Baillie Company Secretary