Woodside Energy : Notice of Annual General Meeting 2024

Woodside Energy Group Ltd

ACN 004 898 962

Mia Yellagonga

11 Mount Street

Perth WA 6000

Australia

T [phone]

www.woodside.com

ASX: WDS

NYSE: WDS

LSE: WDS

Announcement

Friday, 15 March 2024

NOTICE OF ANNUAL GENERAL MEETING

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 2024
• Voting Form
• Letter to Shareholders

Contacts:
INVESTORS	MEDIA
Marcela Louzada	Christine Forster
M: [phone]	M: [phone]
E: [e-mail]	E:[e-mail]

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

2024

NOTICE OF ANNUAL GENERAL MEETING

10.00AM (AWST) WEDNESDAY, 24 APRIL 2024

1

Location

LOCATION OF THE CROWN TOWERS, CROWN BALLROOM

Annual General

Meeting 2024

Stadium	↑
STADIUM
	TO OPTUS
Optus
to
Path

Drive Cam•eld

					Crown Terrace
	VIP	Crown Towers
	Business Centre	TWR
Pool Bar
The Enclave	Epicurean	Crown
	Pool Bar	Towers
		Down to Crown		4
Crown		Spa and Gymnasium3	Crown Green Room
Towers Pool		Epicurean	2	Meeting
Great Lawn			1		Rooms

PCO Suite

Stadium

Optus

to

Path

PARKING MAP

↑

TO OPTUS STADIUM

Change Rooms

Grand Ballroom

Crown Theatre

Convention

Convention

The

Entry

Centre

Up to Studios

Crown

and Theatre

Promenade

Pavilion

Kennedy

Pool

Avenue

Mansions

Crown

Crown

Botanicals

Rolex Box O'iceThe Astral

Crown Metropol

Down to

Pool

The Promenade

Poolside

Paspaley

Metropol

Bolton

P6 (FREE)

Dr

Bar & Grill

Nobu

Hi-Line

Shop Market

Anh

Hair Gymnasium

Bistro

Atrium

& Co

1,497 parking bays

Salon

Guillaume

Lobby

Bu'et

The

Crown

Lounge

Tunnel Entry

Drive

Pearl

Merrywell

RG

Room

Metropol Down to Gymnasium

Casino

Centre

Park

La Víe

and Pool

Entry

Casino

Victoria

Linneys

Groove Bar

Fusion

Keno

& Lounge

Cotta

Bar

Rockpool Bar

Cafe

Entry

Mesh

Noodle

Grill

P1 Undercroft

& Grill

Silks

Casino

88

Junction

Drive

Riverside

Bar

Bar

Snax

345 parking bays

P8 (FREE)

Entry

Cam•eld

P4 Riverside

Modo

Baccarat

Crown

551 parking bays

Sports Bar

TAB

(Not available

339 parking bays

Mio

Room

Casino

P4

Minq

Optus Stadium

(Car park(Car closed)Park

Entry

event days)

Temporarily Closed)

Level 2

Monet in Paris

Riverside Room

at MonetLe GrandinPalaisParis

at Le Grand Palais

							The	P2
							Food Court
					Drive	P3 (FREE)	Multi-Level
					1,510 parking bays
Bilya			Resort		132 parking bays	Avenue
	Café			TO CROWN TOWERS			Bolton		Highway
			↑			Great Eastern
								Bus Stop
		Drive			↑ TO CITY	TO AIRPORT ↑	Entry to Crown
						Highway
		Resort				Great Eastern
							Bus Stop

Burswood

Train Station

Parking Car Park	Train	Bus	Taxi	ATM Toilets Cloak	ACROD Changing Lifts	Stairs or Guest Crown
Closed	Station			Room	Parking Places	Escalators Locker Rewards

TRANSPORT AND PARKING INFORMATION Parking

• Free parking in P3, P6 & P8
• Multi-level& P4 parking
• Undercroft car park

Bus and Train

• Burswood Train Station is located across from Crown.
• There are also bus stops, marked on the map.
• For bus and train timetables and further information visit www.transperth.wa.gov.au.

2 2024 NOTICE OF ANNUAL GENERAL MEETING

SHAREHOLDER LETTER

15 March 2024

Dear Shareholders

2024 Annual General Meeting

The 70th Annual General Meeting of Woodside Energy Group Ltd is scheduled to be held on Wednesday, 24 April 2024 at 10.00am (AWST). This year's meeting will be held at the Crown Ballroom at Crown Towers, Great Eastern Highway in Burswood, Perth, Western Australia and online at https://web.lumiconnect.com/343770972.

Woodside's Annual General Meeting is an important event in our corporate calendar as it provides the Board and management 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 [phone] (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 Monday, 22 April 2024.

We encourage shareholders to lodge a direct vote or directed proxy, and to lodge questions in advance of the meeting by emailing questions to [e-mail] by 5.00pm (AWST) on Wednesday, 17 April 2024, even if they plan to attend the meeting in person. Please note that individual responses will not be sent to shareholders. The Chair's address during the meeting will cover key topics raised by shareholders. 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 using the online platform at: https://web.lumiconnect.com/343770972. This event is being recorded. An archive version of the webcast will also be made available on Woodside's website for later viewing.

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. To ensure the safety of those attending in person, we will also be adopting other precautionary measures, including security searches and restrictions on admission of visitors and guests. All bags will be subject to a security search and bags larger than A4 size will be required to be stored in the cloakroom. Further details including the arrangements in place for the Annual General Meeting, and useful information around what to expect on the day can be found on the Company's website at https://www.woodside.com/investors/2024-annual-general-meeting.

Non-shareholders (who are not proxies, corporate representatives or attorneys) who wish to attend the Annual General Meeting are required to register by 5.00pm (AWST) on Monday, 22 April 2024 by emailing their details to [e-mail].

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 the Annual General Meeting landing page on Woodside's website.

A copy of Woodside's Annual Report 2023 is available from the Company's website at www.woodside.com/investors. Woodside's Climate Transition Action Plan and 2023 Progress Report and other sustainability related content are available on the Sustainability section of our website.

The directors and management of Woodside look forward to engaging with shareholders at the Annual General Meeting. Should you require any further information, please call our office on [phone].

Your sincerely.

WOODSIDE ENERGY GROUP LTD

By order of the Board

Yours sincerely,

Warren Baillie

Company Secretary

WOODSIDE ENERGY GROUP LTD

3

2

Notice of

Annual General Meeting

Notice is given that the 2024 Annual General Meeting of shareholders of Woodside Energy Group Ltd (the Company or Woodside) will be held on Wednesday, 24 April 2024 at 10.00am (AWST).

Shareholders are invited to attend the Annual General Meeting at the

Crown Ballroom at Crown Towers, Great Eastern Highway in Burswood, Perth, Western Australia or online at https://web.lumiconnect.com/343770972.

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Financial Report of the Company and the reports of the directors and auditor for the year ended 31 December 2023.

2. ELECTION AND RE-ELECTION OF DIRECTORS

To consider and if thought fit to pass as separate ordinary resolutions:

1. Mr Richard Goyder, AO is re-elected as a director; and
2. Mr Ashok Belani is elected as a director.

3. REMUNERATION REPORT

To consider and if thought fit to pass as an ordinary resolution:

The Remuneration Report for the year ended 31 December 2023 is adopted.

Note: The vote on this resolution is advisory only and does not bind the directors or the Company.

5. APPROVAL OF LEAVING ENTITLEMENTS

To consider and if thought fit to pass as an ordinary resolution:

To approve for all purposes, including Part 2D.2 of the Corporations Act 2001 (Cth), the giving of benefits to any current or future person holding a managerial or executive office in the Company or a related body corporate in connection with that person ceasing to hold that office as set out in the Explanatory Notes in the Notice of Meeting.

6. CLIMATE TRANSITION ACTION PLAN AND 2023 PROGRESS REPORT

To consider and if thought fit to pass as an ordinary resolution:

The Woodside Climate Transition Action Plan and 2023 Progress Report, which describes our plans to reduce our net equity Scope 1 and 2 greenhouse gas emissions and invest in products and services for the energy transition, is supported.

Note: The vote on this resolution is advisory only and does not bind the directors or the Company.

4. APPROVAL OF GRANT OF EXECUTIVE INCENTIVE SCHEME AWARDS TO CEO & MANAGING DIRECTOR

To consider and if thought fit to pass as an ordinary resolution:

That approval is given for the purposes of ASX Listing Rule 10.14 and for all other purposes, for the grant of Restricted Shares and Performance Rights to the CEO and Managing Director, Ms Meg O'Neill, on the terms set out in the Explanatory Notes in the Notice of Meeting.

VOTING RESTRICTIONS

Voting restrictions apply to the resolutions in Items 3, 4 and 5. Further details of these restrictions are set out on page 14 of the Explanatory Notes, which form part of this Notice of Meeting.

Yours sincerely

WOODSIDE ENERGY GROUP LTD

Warren Baillie

Company Secretary

15 March 2024

4 2024 NOTICE OF ANNUAL GENERAL MEETING

3

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 are ordinary resolutions. Ordinary resolutions require a simple majority of votes cast by shareholders entitled to vote on the resolution.

Unless the context otherwise requires, terms which are defined in the Explanatory Notes have the same meaning when used elsewhere in this Notice of Annual General Meeting.

ITEM 1:

FINANCIAL STATEMENTS AND REPORTS

The Corporations Act 2001 (Cth) (Corporations Act) requires the Company to lay its Financial Report and the reports of the directors and auditor for the last financial year before the Annual General Meeting.

No resolution is required for this item, but shareholders as a whole will be given a reasonable opportunity to ask questions and to make comments on the reports and the management and performance of the Company.

The Company's auditor, PricewaterhouseCoopers (PwC), will also be present at the meeting and shareholders as a whole will be given a reasonable opportunity 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.

ITEM 2:

ELECTION AND RE-ELECTION OF DIRECTOR

Item 2(a) seeks approval for the re-election of Mr Richard Goyder, AO who is retiring by rotation under Rule 75(a) of the Company's Constitution. This rule states that a director must retire from office at the third Annual General Meeting after the director was elected or most recently re-elected. Mr Goyder is eligible for election under Rule 75(c) and offers himself for re-election as a director of the Company.

Item 2(b) seeks approval for the election of Mr Ashok Belani who was appointed to the Board since the last Annual General Meeting under Rule 63. Mr Belani is eligible for election under Rule 75(c) and offers himself for election as a director of the Company.

As announced on 24 January 2024, Mr Frank Cooper will be retiring from the Board at the conclusion of the Annual General Meeting.

WOODSIDE ENERGY GROUP LTD

5

Item 2 (a). Richard Goyder, AO

BCom, FAICD

Mr Goyder has been Chair of the Company since 19 April 2018 and a non-executive director since 1 August 2017. He is also Chair of the Nominations & Governance Committee. Mr Goyder is an independent director.

Mr Goyder had a 24-year career with Wesfarmers Limited, including as Managing Director and CEO from 2005 to late 2017. Mr Goyder was Chairman of the Australian B20 (the key business advisory body to the international economic forum which includes business leaders from all G20 economies) from February 2013 to December 2014.

Mr Goyder is also Chairman of Qantas Airways Limited, Australian Football League Commission, Channel 7 Telethon Trust and

WA Symphony Orchestra. Mr Goyder will retire as Chairman of Qantas Airways Limited before the next Qantas Annual General Meeting in late 2024.

Mr Goyder has reconfirmed that he has sufficient time to meet his responsibilities as a director of Woodside.

The Board believes that Mr Goyder is a highly capable and effective leader, and continues to provide valuable insight, stewardship and strength to the Board and its deliberations generally as a result of his extensive business career and board experience.

Following the annual review of the performance of directors conducted by the Board, the Board (excluding Mr Goyder) recommends the re-election of Mr Goyder as a director of the Company.

Item 2 (b). Ashok Belani

M.S. Engineering

Mr Belani joined the Board as a non-executive director on 29 January 2024. He is a member of the Audit & Risk, Sustainability and Nominations & Governance Committees. Mr Belani is an independent director.

Mr Belani joined SLB (formerly Schlumberger) in 1980 and served as a senior executive of SLB from 2011 until his retirement in 2022. Mr Belani held several senior executive roles at SLB including President Reservoir Characterization, Executive

Vice President Technology and most recently, Executive Vice President New Energy where he was responsible for deploying differentiated technologies and practices to decarbonise exploration and production operations, and the development of new avenues of growth in emerging markets with carbon-neutral technologies. Mr Belani continued to work as a Senior Advisor to SLB from 2022.

Mr Belani holds directorships on the boards of Malaysia-based Gentari Sdn. Bhd., US-based Enervenue, Inc. and India-based AMGreen Group. Mr Belani is also a member of the board

of A*STAR, the agency for science and technology for the Government of Singapore.

Prior to his appointment, appropriate checks were taken into Mr Belani's background, experience and suitability.

The Board considers that Mr Belani will bring a deep technological background to the Board's oversight of energy transition and climate strategy, alongside an understanding of policy settings designed to drive decarbonisation in the energy sector.

Mr Belani has confirmed that he has sufficient time to meet his responsibilities as a director of Woodside.

For the reasons set out above, the Board (excluding Mr Belani) recommends the election of Mr Belani as a director of

the Company.

6 2024 NOTICE OF ANNUAL GENERAL MEETING

ITEM 3:

REMUNERATION REPORT

A resolution for adoption of the Remuneration Report is required to be considered and voted on in accordance with the Corporations Act.

The Remuneration Report details the Company's policy on the remuneration of non-executive directors, the CEO and other senior executives and is set out on pages 80-104 of the Annual Report 2023, which is available on the Company's website at www.woodside.com.

The vote on the adoption of the Remuneration Report resolution is advisory only and does not bind the directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

Shareholders as a whole will be given a reasonable opportunity to ask questions and to make comments on the Remuneration Report.

The Board recommends that shareholders vote in favour of adopting the 2023 Remuneration Report.

ITEM 4:

APPROVAL OF GRANT OF EXECUTIVE INCENTIVE SCHEME AWARDS TO CEO & MANAGING DIRECTOR

The Company is seeking shareholder approval for the proposed grants of Restricted Shares and Performance Rights to the CEO & Managing Director, Ms Meg O'Neill, under the Woodside Executive Incentive Scheme (EIS). The EIS remunerates executives (including the CEO) for delivering results against measurable criteria linked to safe, efficient operations, achievement of material sustainability objectives, delivery of new projects and an effective financial structure. The EIS delivers an award to executives which is linked to annual individual

and corporate performance, and is designed to be simple and transparent.

The Restricted Shares and Performance Rights proposed to be granted to Ms O'Neill under Item 4 form part of her remuneration for 2023.

Why is shareholder approval being sought?

ASX Listing Rule 10.14 requires that shareholder approval be obtained for the acquisition of securities by a director under an employee incentive scheme. Ms O'Neill is covered by ASX Listing Rule 10.14.1 because she is the Managing Director of the Company.

Shareholder approval is only required under ASX Listing Rule

10.14 if new shares may be issued to a director and not if shares are required to be purchased on-market. The Company's usual practice is to purchase shares on-market for the purposes of allocating Restricted Shares and to satisfy the vesting of any Performance Rights that vest. However, shareholder approval is sought in the interests of transparency and good governance, and to preserve the flexibility for the Board to determine whether shares allocated to Ms O'Neill under the EIS will be purchased on-market or issued.

Structure of CEO's remuneration at Woodside

The structure of CEO remuneration is a combination of:

• Fixed annual reward (FAR), and
• Variable annual reward (VAR), which is delivered under the EIS.

The CEO's VAR is based on performance against Woodside's Corporate Scorecard and her individual key performance indicators (KPIs) for the performance year and the Board has a discretion to make adjustments that it considers appropriate.

For 2023, the Board determined to award Ms O'Neill a VAR of A$6,653,000, which represents 66% of maximum EIS opportunity. Details of the Corporate Scorecard outcomes, KPIs that applied to Ms O'Neill's VAR for 2023 and the performance achieved against these KPIs, are detailed in the Remuneration Report. The CEO's individual performance is shown in Table 4 set out on page 92 of the Remuneration Report.

Following the Board's performance assessment, the VAR outcome is determined and the award is delivered in different components, as set out in the following table:

CEO EIS structure

Performance
Rights1	Subject to 5-year RTSR performance
30%
Restricted
Shares1	Subject to a 5-year deferral period
30%
Restricted	Subject to a 4-year
Shares1
10%	deferral period
Restricted	Subject to a 3-year
Shares1
10%	deferral period
Cash
20%
	Year 12	Year 2	Year 3	Year 4	Year 5

1. Allocated using a face value methodology.
2. Award allocated after completion of performance year.

Approval is being sought under Item 4 for the grant of the Performance Rights and Restricted Shares components of Ms O'Neill's VAR for 2023.

The structure of the EIS awards has been designed to deliver three key objectives: executive engagement, alignment with the shareholder experience and strategic fit. The VAR aligns shareholder and executive remuneration outcomes by ensuring a significant portion of CEO remuneration is at risk, while rewarding performance across short, medium and longer-term horizons. Scorecard KPIs reflect both operational performance and Woodside's performance against material sustainability criteria (including environmental performance, climate metrics such as emissions targets and social licence to operate).

WOODSIDE ENERGY GROUP LTD

7

In 2023, in recognition of the importance of climate to our business, the Board determined that climate metrics will be a distinct component of Executive Remuneration impacting Variable Annual Reward from 2024. Climate metrics will make up 15% of the total scorecard, with 70% based on gross Scope 1 and 2 emissions performance (calculated prior to retirement of carbon credits as offsets) and 30% based on new energy project progress. Individual KPIs may also be added to Executive Performance Agreements in accordance with the roles and responsibilities of the Business Group.

Ms O'Neill's total remuneration package for 2023 is set out below:

FAR (inclusive	A$2,400,000
of superannuation)
VAR	Target opportunity is 280% of FAR.
The CEO can receive up to a maximum
	of 420% of FAR, subject to performance.

Restricted Shares proposed to be granted to Ms O'Neill

As shown above, fifty percent (50%) of Ms O'Neill's VAR for the period 1 January 2023 to 31 December 2023 (equalling A$3,326,500) is proposed to be delivered in the form of Restricted Shares, subject to either a three, four or five-year deferral period. The deferral period for each tranche commences from the allocation date following the Annual General Meeting. A service condition applies during the deferral period and there are no further performance conditions attached to these awards.

It is proposed that Ms O'Neill will receive 109,617 Restricted Shares (calculated using the methodology set out on page 9 of these explanatory notes). Each Restricted Share is a fully paid ordinary share in Woodside that is subject to a service condition during the deferral period. As the Restricted Shares are part of Ms O'Neill's remuneration, no amount is payable on the grant or vesting of a Restricted Share.

This element creates a strong retention proposition for the CEO as vesting is subject to employment not being terminated with cause or by resignation during the deferral period. The deferral ensures that awards remain subject to fluctuations in share price across the three, four and five-year periods, which is intended to reflect the sustainability of performance over the medium-term and long-term and to support increased alignment between executives and shareholders.

The Company has decided to grant Ms O'Neill Restricted Shares for the deferred component of the VAR because they align her interests with the interests of shareholders by creating an ownership interest in shares, and provide her with an opportunity to receive dividends.

Performance Rights proposed to be granted to Ms O'Neill

Thirty percent (30%) of Ms O'Neill's VAR will be delivered in the form of Performance Rights (equalling A$1,995,900). It is proposed that Ms O'Neill will be granted 65,771 Performance Rights (calculated using the methodology set out on page 9 of these explanatory notes) as the long-term component of her VAR.

Each Performance Right provides Ms O'Neill with the opportunity to receive a fully paid ordinary share in Woodside, provided certain vesting conditions are met. As the Performance Rights are part of Ms O'Neill's remuneration, no amount is payable on the grant of Performance Rights or on allocation of shares if Performance Rights vest. The Board retains discretion to make a cash equivalent payment in lieu of an allocation of shares.

The Company has decided to grant Ms O'Neill Performance Rights because they create share price alignment between Ms O'Neill and shareholders but do not provide the full benefits of share ownership (such as dividend and voting rights) unless the Performance Rights vest.

Vesting conditions applying to the Performance Rights

The Performance Rights will have a performance period, commencing from the allocation date following the Annual General Meeting. The Performance Rights are divided into two components as follows:

• One third of the Performance Rights are subject to a relative total shareholder return (RTSR) performance condition, which will be tested against the total shareholder return (TSR) over the performance period of companies that comprised the ASX50 as at 1 December 2023, and
• The remaining two-thirds of the Performance Rights are subject to an RTSR performance condition, which will be tested against the TSR over the performance period of the following group of international oil and gas companies.

International oil and gas comparator (weighted at 67%)

APA Corporation

(previously Apache Corporation)	Equinor ASA
Canadian Natural Resources	Hess Corporation
ConocoPhillips	Inpex Corporation
Coterra Energy	Marathon Oil Company
Devon Energy	Occidental Petroleum
ENI S.p.A	Santos Ltd
EOG Resources

8 2024 NOTICE OF ANNUAL GENERAL MEETING

The Board has discretion to vary the peer group or make other adjustments to the performance condition that it considers appropriate provided participants are not materially prejudiced or advantaged, including to:

• take into account events that occur prior to vesting (for example, takeovers, mergers or de-mergers); or
• include or exclude items that the Board considers appropriate, including to better reflect shareholder expectations or management performance.

Performance is tested after five years as the Company operates in a capital-intensive industry with long investment timelines.

Each component is separately tested. The percentage of Performance Rights in each component that vest will depend on the following vesting schedule:

Woodside RTSR percentile	Vesting of Performance Rights
position within peer group	in the relevant RTSR component
Less than 50th percentile	No vesting
Equal to 50th percentile	50% vest
Between the 50th and 75th	Vesting on a pro-rata basis
percentile
Equal to or greater than 75th	100% vest
percentile

It is imperative that executives take decisions in the long-term interest of shareholders, focused on value creation across the commodity price cycles of the oil and gas industry. The Board's view is that RTSR is the best measure of long-term value creation across the commodity price cycle of our industry.

RTSR performance hurdle vesting

RTSR outcomes are calculated by an external adviser following the end of the performance period. Any Performance Rights that do not vest will lapse and are not retested.

The decision to vest the Performance Rights is subject to the overriding discretion of the Board, which may adjust outcomes if appropriate, including to better reflect shareholder expectations or management performance.

Other terms of the Restricted Shares and Performance Rights

The following table summarises the key terms that apply to the components of VAR delivered as equity to Ms O'Neill:

Key EIS features

Allocation methodology	Restricted Shares and Performance Rights are allocated using a face value allocation methodology. The number of
	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 2023 (being
	approximately A$30.35).
Dividends and voting rights	Ms O'Neill is entitled to receive dividends on Restricted Shares and exercise 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 Company's
	Equity Award Rules 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, unless the Board determines otherwise
	Restricted Shares will vest in full whilst Performance Rights will vest on a pro-rata basis having regard to the portion of the
	vesting period elapsed.
Cessation of employment	If Ms O'Neill resigns or her employment is terminated for cause, all Performance Rights will lapse and Restricted Shares will
	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.
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.

WOODSIDE ENERGY GROUP LTD

9