S-8

As filed with the Securities and Exchange Commission on March 1, 2024.

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Woodside Energy Group Ltd

(Exact Name of Registrant as Specified in its Charter)

Australia	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Woodside Energy Group Ltd Mia Yellagonga, 11 Mount Street Perth, Western Australia Australia	6000
(Address of Principal Executive Offices)	(Zip Code)

EQUITY AWARD RULES

(Full Title of Plans)

Woodside Energy (USA) Inc.

1500 Post Oak Boulevard

Houston, TX 77056

(Name and address of agent for service)

(713) 961-8500

(Telephone number, including area code, of agent for service)

With copies to:

Waldo D. Jones, Jr., Esq.

Sullivan & Cromwell

Level 20, 101 Collins Street

Melbourne, Victoria 3000

Australia

Tel. No.: +61-3-9635-1500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SECURITIES

Woodside Energy Group Ltd (the “Registrant”) is filing this registration statement (this “Registration Statement”) to register an additional 12,000,000 ordinary shares of the Registrant, no par value per share (“Shares”), underlying awards to be granted under the Equity Award Rules (as amended, the “Rules”), to certain eligible participants in the Rules.

The Registrant previously filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2023, a Registration Statement on Form S-8 (File No.: 333-270076) (the “Prior Registration Statement”) to register Shares underlying awards to be granted under the Rules. Pursuant to General Instruction E on Form S-8, the contents of the Prior Registration Statement, including the information contained and incorporated by reference therein, are hereby incorporated by reference to this Registration Statement on Form S-8, except that the provisions contained in Part II of such Prior Registration Statement are modified as set forth in this Registration Statement.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement, as required by Rule 428(b) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

The following documents that Woodside Energy Group Ltd (the “Registrant”) has filed with or furnished to the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 20-F (File No. 001-41404) for the year ended December 31, 2023, filed with the Commission on February 27, 2024; and

(b) The description of the Registrant’s Shares contained in its Registration Statement on Form 8-A (File No. 001-41404) filed with the Commission on May 23, 2022 pursuant to Section 12 of the Securities Exchange Act, which incorporates by reference the description of the Shares and the American Depositary Shares set forth in the Registrant’s Registration Statement on Form F-4 (File No. 333-264268), filed with the Commission on April 13, 2022, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

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Item 6. Indemnification of Directors and Officers

Set forth below is a description of certain provisions of the Corporations Act 2001 (Cth) of Australia (“Corporations Act”) and the Registrant’s Constitution, as such provisions relate to the indemnification of the Registrant’s directors and officers. This description is intended only as a summary and is qualified in its entirety by reference to the Corporations Act and the Registrant’s Constitution.

Australian law. Australian law provides that a company or a related body corporate of the company may provide for indemnification of a person as an officer or auditor of the company, except to the extent of any of the following liabilities incurred as an officer or auditor of the company:

• a liability owed to the company or a related body corporate of the company;

• a liability for a pecuniary penalty order made under Section 1317G or a compensation order under Sections 961M, 1317H, 1317HA, 1317HB, 1317HC or 1317HE of the Corporations Act; or

• a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith.

Australian law provides that a company or related body corporate of the company must not indemnify a person against legal costs incurred in defending an action for a liability incurred as an officer or auditor of the company if the costs are incurred:

• in defending or resisting proceedings in which the officer or director is found to have a liability for which they cannot be indemnified as set out above;

• in defending or resisting criminal proceedings in which the person is found guilty;

• in defending or resisting proceedings brought by the Australian Securities and Investments Commission (“ASIC”) or a liquidator for a court order if the grounds for making the order are found by the court to have been established (except costs incurred in responding to actions taken by the ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or

• in connection with proceedings for relief to the officer or a director under the Corporations Act, in which the court denies the relief.

The Registrant’s Constitution. The Registrant’s Constitution provides that subject to and so far as permitted by the Corporations Act, the Registrant must, to the extent the person is not otherwise indemnified, indemnify every officer and employee of the Registrant and its wholly owned subsidiaries, and may indemnify its auditor, against a liability incurred as such an officer, employee or auditor to a person (other than the Registrant or a related body corporate) including a liability incurred as a result of appointment or nomination by the Registrant or a subsidiary as a trustee or as an officer of another corporation or body (including a statutory authority), unless the liability arises out of conduct involving a lack of good faith.

The Registrant’s Constitution provides, subject to the Corporations Act, that the Registrant may enter into, and pay premiums on, an insurance policy in respect of any person where it is in the interests of the Registrant to do so. The Registrant has paid premiums for a “directors and officers” insurance policy, which insures Directors, company secretaries and employees against certain liabilities (including legal costs) they may incur in carrying out their duties for the Registrant.

Commission Position. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Constitution of Woodside Energy Group Ltd (incorporated by reference to Exhibit 99.4 to the Registrant’s Form 6-K filed with the Commission on May 20, 2022).
4.2	Form of Second Amended and Restated Deposit Agreement among Woodside Energy Group Ltd Citibank, N.A., as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares issued thereunder, including the Form of ADR attached as Exhibit A thereto (incorporated by reference to Exhibit (a)(i) to Post-Effective Amendment No. 1 to the Registration Statement on Form F-6, filed with the Commission on May 23, 2022).
5.1	Opinion of Herbert Smith Freehills regarding the legality of the securities being registered.*
10.1	Equity Award Rules (incorporated by reference to Exhibit  4.2 to the Registrant’s annual report on Form 20-F filed with the Commission on February 27, 2024).
23.1	Consent of Herbert Smith Freehills (included in Exhibit 5.1).*
23.2	Consent of Ernst & Young.*
23.3	Consent of PricewaterhouseCoopers.*
24.1	Power of Attorney (set forth on signature page).*
107.1	Calculation of Filing Fee Table.*

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Perth, State of Western Australia, Australia, on March 1, 2024.

Woodside Energy Group Ltd
By:	/s/ Graham Tiver
	Name: Graham Tiver
	Title:  Chief Financial Officer

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Graham Tiver as the undersigned’s true and lawful attorney-in-fact and agent, with the powers of substitution and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in order to affect the same as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on March 1, 2024.

Signature	Title
/s/ Richard Goyder	Chair of the Board
Richard Goyder, AO
/s/ Marguerite O’Neill	Chief Executive Officer and Managing Director
Marguerite O’Neill	(Principal Executive Officer)
/s/ Graham Tiver	Executive Vice President Finance and Chief Financial Officer
Graham Tiver	(Principal Financial Officer and Principal Accounting Officer)
/s/ Larry Archibald	Non-Executive Director
Larry Archibald
/s/ Ashok Belani	Non-Executive Director
Ashok Belani
/s/ Arnaud Breuillac	Non-Executive Director
Arnaud Breuillac
/s/ Frank C. Cooper	Non-Executive Director
Frank C. Cooper, AO
/s/ Swee Chen Goh	Non-Executive Director
Swee Chen Goh
/s/ Ian Macfarlane	Non-Executive Director
Ian Macfarlane
/s/ Angela Minas	Non-Executive Director
Angela Minas
/s/ Ann Pickard	Non-Executive Director
Ann Pickard
/s/ Ben Wyatt	Non-Executive Director
Ben Wyatt

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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed by the following duly authorized representative in the United States on March 1, 2024.

Woodside Energy (USA) Inc.
By:	/s/ Marius Kotze
Name:	Marius Kotze
Title:	Director

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EX-5.1

Exhibit 5.1

Herbert Smith Freehills Level 24 80 Collins Street Melbourne VIC 3000 Australia   T +61 2 9288 1234   www.hsf.com

Opinion of Herbert Smith Freehills

1 March 2024

To Woodside Energy Group Ltd Mia Yellagonga, 11 Mount Street Perth, Western Australia 6000 Australia

Woodside Energy Group Ltd – Registration Statement on Form S-8

We have acted as Australian counsel for Woodside Energy Group Ltd (ACN 004 898 962), a corporation incorporated under the laws of Australia (the “Company”), in connection with the registration statement on Form S-8 filed by the Company with the United States Securities and Exchange Commission (the “SEC”) on 1 March 2024 (the “Registration Statement”), under the United States Securities Act of 1933 (the “Securities Act”) with respect to an additional 12,000,000 fully paid ordinary shares of the Company, no par value per share (“Shares”), which includes the Shares underlying the American Depositary Shares (together with the Shares, the “Securities”), to be delivered by the Company in connection with awards to be granted under the Equity Award Rules, as amended (the “Rules”) to certain eligible participants in the Rules.

1 DOCUMENTS

We have:

(i) reviewed the Registration Statement and the Rules;

(ii) reviewed, examined and relied upon the originals, or electronic or physical certified copies of, (a) records of the Company, including the constitution of the Company (“Constitution”), (b) certain resolutions adopted by the Company’s Board of directors and committees thereof, and (c) public documents and any other certificates, approvals, instruments and documents as we have deemed relevant and necessary as the basis of the opinion set forth below (collectively, the “Documents”);

(iii) received written confirmation from the Company’s Company Secretary that the above referenced resolutions have been approved; and

(iv) received written representations regarding certain factual matters from the Company in a letter dated 23 February 2024.

We have not reviewed any documents other than those referred to above and have not taken, and are not obliged to take, any steps to verify the assumptions contained in this opinion.

2 ASSUMPTIONS

In examining the Documents and for the purposes of this opinion, we have assumed:

(i) the genuineness of all signatures;

(ii) the authenticity of all Documents submitted to us as originals;

(iii) the conformity to original documents of all Documents submitted to us as copies, whether physical or electronic, and the authenticity of the originals of those copies and, where a Document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen;

(iv) that all Documents submitted to us are true and complete;

(v) each natural person or entity signing any Document reviewed by us had the legal capacity and authority to do so and to perform his or her obligations thereunder;

(vi) to the extent that the Company or its directors have the right to make elections or exercise discretions in the future in respect of allocations of Shares pursuant to the Rules, that such elections and/or discretions are properly authorised and made at the time; and

(vii) all information provided to us, and any representations made to us by officers and employees of the Company in connection with this opinion are true, correct and complete as to questions of fact when provided and remain so at the date of this opinion, containing all information required, without us making any separate enquiry or investigation, in order for us to provide this opinion.

3 OPINION

Based upon the assumptions under paragraph 2 of this letter and the review of the documents referred to in paragraph 1, and subject to the qualifications under paragraph 4 of this letter, we are of the opinion that:

(i) to the extent Shares will consist of newly issued ordinary shares of the Company, such Shares, when issued in accordance with the terms of the Rules, will be validly issued, fully paid and non-assessable; and

(ii) to the extent Shares will consist of already issued ordinary shares of the Company, such Shares, when acquired, allocated, and duly registered in accordance with the terms of the Rules, will be validly issued, fully paid and non-assessable.

For the purpose of this opinion, the term “non-assessable”, when used to describe the liability of a person as the registered holder of shares has no clear meaning under the laws of Australia, so we have assumed those words to mean that, under the Corporations Act 2001 (Cth), the Constitution, and any resolution taken under the Constitution approving the issue of the Shares, no holder of the Securities is liable, by reason solely of being a holder of Securities, for additional payments or calls for further funds by the Company or any creditor of the Company.

4 QUALIFICATIONS

This opinion is subject to the following qualifications:

(i) this opinion is limited to the laws of Australia and we do not express any opinion as to the effect of any other laws;

(ii) this opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated;

(iii) this opinion letter has been delivered on the date hereof based on the laws of Australia in effect on this date, and we undertake no, and disclaim any, duty to advise you regarding any changes in, or to otherwise communicate with you with respect to, the matters and opinion set forth herein; and

(iv) we express no opinion as to the enforceability of any Documents.

5 CONSENT

We hereby consent to the filing of our opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.

Yours faithfully,

/s/ Herbert Smith Freehills

1 March 2024

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Equity Award Rules of Woodside Energy Group Ltd (formerly known as Woodside Petroleum Ltd) of our report dated March 8, 2022, with respect to the consolidated financial statements of Woodside Energy Group Ltd included in its Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young

Perth, Australia

29 February 2024

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Woodside Energy Group Ltd of our report dated February 27, 2024, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report on Form 20-F of Woodside Energy Group Ltd for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers

Perth, Australia

February 29, 2024

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Woodside Energy Group Ltd

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

Security   Type	Security Class Title (1)	Fee  Calculation  Rule	Amount Registered (1)		Proposed Maximum Offering Price Per Unit (2)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Ordinary Shares, no par value per share, reserved for issuance under the Equity Award Rules.	Other (2)		12,000,000	$	19.62	$	235,451,280.00		0.00014760	$	34,752.61
Total Offering Amounts						—					$	34,752.61
Total Fee Offsets						—					$	—
Net Fee Due						—					$	34,752.61

(1) This Registration Statement on Form S-8 (this “Registration Statement”) registers ordinary shares, no par value per share (“Shares”), of Woodside Energy Group Ltd (the “Registrant”) that are authorized for issuance under the Registrant’s Equity Award Rules, as amended. Shares may be represented by American Depositary Shares (“ADSs”), which are traded in the United States. Each ADS represents one Share on deposit with Citibank, N.A., as a depositary bank. A separate registration statement on Form F-6 (File No. 333-264280) has been filed to register the ADSs. In the event of any share dividend, share split or other similar transaction involving the Shares, the number of Shares registered hereby shall automatically be adjusted in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Estimated solely for purposes of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per unit and proposed maximum aggregate offering price are based on the reported average of the high and low prices of the Registrant’s Shares as reported on the Australian Stock Exchange Limited on February 28, 2024, translated into United Sates dollars as of the same date at the rate of A$1.00 = US$0.6497, as published by The Wall Street Journal for that date.