6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2024

Commission File Number: 001-41404

Woodside Energy Group Ltd

(ABN 55 004 898 962)

(Registrant’s name)

Woodside Energy Group Ltd

Mia Yellagonga, 11 Mount Street

Perth, Western Australia 6000

Australia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☑     Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBIT INDEX

Exhibit No.	Description
99.1	A copy of the registrant’s ASX Announcement, dated March 4, 2024, entitled “Appendix 3Y (NEDs)”.
99.2	A copy of the registrant’s ASX Announcement, dated March 4, 2024, entitled “Appendix 3Y (O’Neill)”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 4, 2024

WOODSIDE ENERGY GROUP LTD
By:	/s/ Warren Baillie
	Warren Baillie Corporate Secretary

EX-99.1

Exhibit 99.1

Appendix 3Y

Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Woodside Energy Group Ltd
ABN	55 004 898 962

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Arnaud Francis Pierre Philippe Breuillac
Date of last notice	8 March 2023

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’ Share Plan by the trustee, CPU Share Plans Pty Ltd
Date of change	29 February 2024
No. of securities held prior to change	Nil
Class	Ordinary
Number acquired	798
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$30.32 per share
No. of securities held after change	798 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan

+  See chapter 19 for defined terms.   01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on pre-determined date pursuant to the rules of the Non-Executive Directors’ Share Plan.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 – ⁺Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+  See chapter 19 for defined terms.   Appendix 3Y Page 2 01/01/2011

Appendix 3Y

Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Woodside Energy Group Ltd
ABN	55 004 898 962

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Frank Charles Cooper
Date of last notice	4 September 2023

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’ Share Plan by the trustee, CPU Share Plans Pty Ltd
Date of change	29 February 2024
No. of securities held prior to change	16,142 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan
Class	Ordinary
Number acquired	762
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$30.32 per share
No. of securities held after change	16,904 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan

+  See chapter 19 for defined terms.   01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on pre-determined date pursuant to the rules of the Non-Executive Directors’ Share Plan.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 – ⁺Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+  See chapter 19 for defined terms.   Appendix 3Y Page 2 01/01/2011

Appendix 3Y

Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Woodside Energy Group Ltd
ABN	55 004 898 962

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Swee Chen Goh
Date of last notice	4 September 2023

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’ Share Plan by the trustee, CPU Share Plans Pty Ltd
Date of change	29 February 2024
No. of securities held prior to change	14,953 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan
Class	Ordinary
Number acquired	609
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$30.32 per share
No. of securities held after change	15,562 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan

+  See chapter 19 for defined terms.   01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on pre-determined date pursuant to the rules of the Non-Executive Directors’ Share Plan.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 – ⁺Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+  See chapter 19 for defined terms.   Appendix 3Y Page 2 01/01/2011

Appendix 3Y

Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Woodside Energy Group Ltd
ABN	55 004 898 962

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Ian Elgin Macfarlane
Date of last notice	4 September 2023

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’ Share Plan by the trustee, CPU Share Plans Pty Ltd
Date of change	29 February 2024
No. of securities held prior to change	11,376 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan
Class	Ordinary
Number acquired	295
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$30.32 per share
No. of securities held after change	11,671 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan

+  See chapter 19 for defined terms.   01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on pre-determined date pursuant to the rules of the Non-Executive Directors’ Share Plan.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 – ⁺Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+  See chapter 19 for defined terms.   Appendix 3Y Page 2 01/01/2011

Appendix 3Y

Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Woodside Energy Group Ltd
ABN	55 004 898 962

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Angela Arthur Minas
Date of last notice	4 May 2023

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’ Share Plan by the trustee, CPU Share Plans Pty Ltd
Date of change	29 February 2024
No. of securities held prior to change	Nil
Class	Ordinary
Number acquired	615
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$30.32 per share
No. of securities held after change	615 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan

+  See chapter 19 for defined terms.   01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on pre-determined date pursuant to the rules of the Non-Executive Directors’ Share Plan.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 – ⁺Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+  See chapter 19 for defined terms.   Appendix 3Y Page 2 01/01/2011

Appendix 3Y

Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Woodside Energy Group Ltd
ABN	55 004 898 962

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Benjamin Sana Wyatt
Date of last notice	4 September 2023

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’ Share Plan by the trustee, CPU Share Plans Pty Ltd
Date of change	29 February 2024
No. of securities held prior to change	3,054
Class	Ordinary
Number acquired	861
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$30.32 per share
No. of securities held after change	3915 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan

+  See chapter 19 for defined terms.   01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on pre-determined date pursuant to the rules of the Non-Executive Directors’ Share Plan.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 – ⁺Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+  See chapter 19 for defined terms.   Appendix 3Y Page 2 01/01/2011

EX-99.2

Exhibit 99.2

Appendix 3Y

Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Woodside Energy Group Ltd
ABN	55 004 898 962

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. 

Name of Director	Marguerite (Meg) Eileen O’Neill
Date of last notice	2 May 2023

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Performance Rights (PRs): Direct Restricted Shares: Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Beneficial interest in ordinary fully paid shares (Restricted Shares) held by CPU Share Plans Pty Limited as trustee under the Executive Incentive Scheme (EIS).
Date of change	29 February 2024
No. of securities held prior to change	Direct: 155,727 ordinary shares 170,501 PRs under the EIS Indirect: 276,894 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS
Class	Ordinary
Number acquired	Nil
Number disposed	14,883 Restricted Shares

+  See chapter 19 for defined terms.   01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	14,883 Restricted Shares disposed for $447,777.69, representing a price of $30.09 per Share.
No. of securities held after change	Direct: 173,920 ordinary shares 170,501 PRs under the EIS Indirect: 243,818 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS Note: The change in direct and indirect figures reflect the transfer of Restricted Shares (indirect) on vesting to Ms O’Neill (direct) and automatic sale of 14,883 of those Shares following vesting.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	33,076 Restricted Shares (indirect) vested in accordance with the terms of the EIS and were transferred from CPU Share Plans Pty Limited as trustee under the EIS to Ms O’Neill (and are now held directly). 14,883 of those vested Shares were subsequently sold on-market under an automatic sale election to cover tax liability. The key terms of the Restricted Shares and PRs are set out in 2023 Remuneration Report, which appears on pages 83 to 104 of the Annual Report 2023.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A

+  See chapter 19 for defined terms.   Appendix 3Y Page 2 01/01/2011

Appendix 3Y

Change of Director’s Interest Notice

Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 – ⁺Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+  See chapter 19 for defined terms.   01/01/2011 Appendix 3Y Page 3