6-K
Woodside Energy Group Ltd (WDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File Number: 001-41404
Woodside Energy Group Ltd
(ABN 55 004 898 962)
(Registrant’s name)
WoodsideEnergy Group Ltd
Mia Yellagonga, 11 Mount Street
Perth, Western Australia 6000
Australia
(Address ofprincipal 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
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: September 4, 2023
| WOODSIDE ENERGY GROUP LTD | |
|---|---|
| By: | /s/ Warren Baillie |
| Warren Baillie<br> <br>Corporate<br>Secretary |
EX-99.1
Exhibit 99.1
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, 4 September 2023
APPENDIX 3Y (CHANGE OF DIRECTOR’S INTEREST NOTICE)
In accordance with the Listing Rules, please see attached announcement relating to the above, for release to the market.
| Contacts: | |
|---|---|
| INVESTORS | MEDIA |
| Matthew Turnbull<br> <br>M: +1 (713) 448-0956<br> <br>M: +61 410 471 079<br> <br><br><br><br>Sarah Peyman<br> <br>M: +61 457 513 249<br><br><br><br> <br>E: [email protected] | Christine Forster<br> <br>M: +61 484 112 469<br><br><br><br> <br>E: [email protected] |
This announcement was approved and authorised for release by Woodside’s Disclosure Committee.
Page 1 of 1
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change ofDirector’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documentsgiven 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 | 3 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 indirectinterest<br> <br>(including registered holder)<br> <br>Note:<br>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<br>Plans Pty Ltd |
| Date of change | 31 August 2023 |
| No. of securities held prior to change | 15,525 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan |
| Class | Ordinary |
| Number acquired | 617 |
| Number disposed | Nil |
| Value/Consideration<br> <br>Note: If consideration is non-cash,<br>provide details and estimated valuation | $36.85 per share |
| No. of securities held after change | 16,142 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan |
| Nature ofchange<br> <br>Example: on-market trade, off-market trade, exercise of options,<br>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-<br>determined date pursuant to the rules of the Non- Executive Directors’ Share Plan. |
| + See chapter 19 for defined terms.<br><br><br><br> <br>01/01/2011 | Appendix 3Y Page 1 |
| --- | --- |
Appendix 3Y
Change of Director’s Interest Notice
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<br><br><br>(if issued securities) | N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change<br><br><br>Note: Details are only required for a<br> <br>contract in relation to<br>which the interest has changed | N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration<br><br><br>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<br> <br>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.<br><br><br><br> <br>Appendix 3Y Page 2 | 01/01/2011 |
| --- | --- |
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change ofDirector’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documentsgiven 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 | 3 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<br><br><br>(including registered holder)<br> <br>Note: Provide details of<br>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<br>Plans Pty Ltd |
| Date of change | 31 August 2023 |
| No. of securities held prior to change | 14,456 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan |
| Class | Ordinary |
| Number acquired | 497 |
| Number disposed | Nil |
| Value/Consideration<br><br><br>Note: If consideration is non-cash, provide details and estimated valuation | $36.85 per share |
| No. of securities held after change | 14,953 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan |
| Nature of change<br><br><br>Example: on-market trade, off-market trade, exercise of options, issue of<br>securities under dividend reinvestment plan, participation in buy-back | On-market purchase by the trustee of the Non- Executive Directors’ Share Plan on pre-<br>determined date pursuant to the rules of the Non- Executive Directors’ Share Plan. |
| + See chapter 19 for defined terms.<br><br><br><br> <br>01/01/2011 | Appendix 3Y Page 1 |
| --- | --- |
Appendix 3Y
Change of Director’s Interest Notice
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<br><br><br>(if issued securities) | N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change<br><br><br>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<br><br><br>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<br> <br>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.<br><br><br><br> <br>Appendix 3Y Page 2 | 01/01/2011 |
| --- | --- |
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2 ****
Appendix 3Y
Change ofDirector’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documentsgiven 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 | 3 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 indirectinterest<br> <br>(including registered holder)<br> <br>Note:<br>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<br>Plans Pty Ltd |
| Date of change | 31 August 2023 |
| No. of securities held prior to change | 11,136 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan |
| Class | Ordinary |
| Number acquired | 240 |
| Number disposed | Nil |
| Value/Consideration<br> <br>Note: If consideration is<br>non-cash, provide details and estimated valuation | $36.85 per share |
| No. of securities held after change | 11,376 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan |
| Nature ofchange<br> <br>Example: on-market trade, off-market trade, exercise of options,<br>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-<br>determined date pursuant to the rules of the Non- Executive Directors’ Share Plan. |
| + See chapter 19 for defined terms.<br><br><br><br> <br>01/01/2011 | Appendix 3Y Page 1 |
| --- | --- |
Appendix 3Y
Change of Director’s Interest Notice
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<br><br><br>(if issued securities) | N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change<br><br><br>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<br><br><br>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<br> <br>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.<br><br><br><br> <br>Appendix 3Y Page 2 | 01/01/2011 |
| --- | --- |
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change ofDirector’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documentsgiven 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 | 3 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<br><br><br>(including registered holder)<br> <br>Note: Provide details of<br>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<br>Plans Pty Ltd |
| Date of change | 31 August 2023 |
| No. of securities held prior to change | 2354 |
| Class | Ordinary |
| Number acquired | 700 |
| Number disposed | Nil |
| Value/Consideration<br><br><br>Note: If consideration is non-cash, provide details and estimated valuation | $36.85 per share |
| No. of securities held after change | 3054 ordinary shares held by CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan |
| Nature of change<br><br><br>Example: on-market trade, off-market trade, exercise of options, issue of<br>securities under dividend reinvestment plan, participation in buy-back | On-market purchase by the trustee of the Non- Executive Directors’ Share Plan on pre-<br>determined date pursuant to the rules of the Non- Executive Directors’ Share Plan. |
| + See chapter 19 for defined terms.<br><br><br><br> <br>01/01/2011 | Appendix 3Y Page 1 |
| --- | --- |
Appendix 3Y
Change of Director’s Interest Notice
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<br><br><br>(if issued securities) | N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change<br><br><br>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<br><br><br>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<br> <br>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.<br><br><br><br> <br>Appendix 3Y Page 2 | 01/01/2011 |
| --- | --- |
EX-99.2
Exhibit 99.2
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
|---|
| Announcement Summary |
| --- |
Entity name
WOODSIDE ENERGY GROUP LTD
Date of this announcement
Monday September 04, 2023
The +securities the subject of this notification are:
☑ Unquoted options that have been exercised or other unquoted +convertible securities that have been converted
Total number of +securities to be issued/transferred
| ASX+security<br> <br>code | Security description | Total number of+securities to beissued/transferred | Issue date | ||
|---|---|---|---|---|---|
| WDS | ORDINARY FULLY PAID | 45,662 | 31/08/2023 |
Refer to next page for full details of the announcement
| Notification of Issue, Conversion<br>or Payment up of Unquoted<br> <br>Equity Securities | 1/6 |
|---|---|
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities | |
| --- | |
| Part 1 - Entity and announcement details | |
| --- |
1.1 Name of entity
WOODSIDE ENERGY GROUP LTD
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
| 1.2 Registered number type | Registration number |
|---|---|
| ABN | 55004898962 |
1.3 ASX issuer code
WDS
1.4 The announcement is
☑ New announcement
1.5 Date of this announcement
4/9/2023
| Notification of Issue, Conversion<br>or Payment up of Unquoted<br> <br>Equity Securities | 2/6 |
|---|---|
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities | |
| --- | |
| Part 2 - Issue details | |
| --- |
2.1 The +securities the subject of this notification are:
☑ Unquoted options that have been exercised or other unquoted +convertible securities that have been converted
2.2b The +securities being issued, transferred or re-classified as a result of the options beingexercised or other +convertible securities being converted are:
☑ securities that have already been quoted on ASX (“existing class”)
| Notification of Issue, Conversion<br>or Payment up of Unquoted<br> <br>Equity Securities | 3/6 |
|---|---|
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities | |
| --- |
Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by:
☑ A transfer of existing +securities
The underlying securities being received by the holder are:
☑ Already quoted by ASX
Existing +securities converting into an existing class
FROM (Existing Class)
ASX +Security code and description
WDSAF : SWEP EQUITY RIGHTS
TO (Existing Class)
ASX +Security code and description
WDS : ORDINARY FULLY PAID
| Please state the number of options thatwere exercised or other +convertiblesecurities that were converted | The first date the options wereexercised or other +convertiblesecurities were converted | The last date the options were exercisedor other +convertible securities wereconverted |
|---|---|---|
| 31/8/2023 | ||
| 45,662 |
Is this all of the options or other +convertible securities on issue of that type?
☑ No
Werethe options being exercised or other +convertible securities being converted issued under an +employee incentive scheme?
☑ Yes
Areany of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an +associate?
☑ Yes
Provide details of the KMP or associates who are exercising options or converting convertible securities.
| Name of KMP | Name of registered holder | Number of +securities | |
|---|---|---|---|
| Shiva McMahon | Shiva McMahon | 13,355 | |
| Graham Tiver | Graham Tiver | 32,307 |
Date the +securities the subject of this notification were issued/transferred
31/8/2023
| Notification of Issue, Conversion<br>or Payment up of Unquoted<br> <br>Equity Securities | 4/6 |
|---|---|
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities | |
| --- | |
| Any other information the entity wishes to provide about the +securities the subject of this notification | |
| --- | |
| SWEP Equity Rights under the Supplementary Woodside Equity Plan, each being an entitlement to receive one fully paid ordinary share in Woodside (ASX: WDS) at<br>the end of a vesting period, subject to meeting vesting conditions. No amount is payable on vesting of the rights. Further information regarding the terms of the SWEP Equity Rights can be found in Woodside’s Annual Report, available<br>here: | |
| https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2022-annual-report/annual<br>-report-2022.pdf?sfvrsn=52bf2032_7 | |
| See remuneration report on pages 69-93 and Note E.2 in the notes to financial<br>statements. |
Issue details
Number of +securities
45,662
| Notification of Issue, Conversion<br>or Payment up of Unquoted<br> <br>Equity Securities | 5/6 |
|---|---|
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities | |
| --- | |
| Part 4 - + Securities on issue | |
| --- |
Following the issue, conversion or payment up of the +securities the subject of thisapplication, the +securities of the entity will comprise:
(A discrepancy in these figures compared to your own may be due to amatter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)
4.1 Quoted+Securities (Total number of each +class of +securities quoted)
| ASX +security code and description | Total number of+securities on issue | |
|---|---|---|
| WDS : ORDINARY FULLY PAID | 1,898,749,771 |
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
| ASX +security code and description | Total number of+securities on issue | |
|---|---|---|
| WDSAE : WEP EQUITY RIGHTS | 6,489,446 | |
| WDSAB : PERFORMANCE RIGHTS | 1,812,762 | |
| WDSAF : SWEP EQUITY RIGHTS | 2,684,664 | |
| Notification of Issue, Conversion<br>or Payment up of Unquoted<br> <br>Equity Securities | 6/6 | |
| --- | --- |