6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or15d-16

of the Securities Exchange Act of 1934

For the month of March 2023

WoodsideEnergy Group Ltd

(Translation of Registrant’s Name into English) ****

001-41404

(Commission File Number)

Woodside Energy 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):  ☐

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this report on Form 6-K are furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act of 1933.

EXHIBIT INDEX

99.1	A copy of the registrant’s ASX Announcement, dated March 8, 2023.
99.2	A copy of the registrant’s ASX Announcement, dated March 8, 2023.

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.

Date: March 8, 2023

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

Wednesday, 8 March 2023

CHANGES TO WOODSIDE BOARD

Retirement of Dr Sarah Ryanand Dr Christopher Haynes from the Woodside Board

The Board of Woodside announces the retirement of Dr Sarah Ryan and Dr Christopher Haynes as Directors of Woodside. Dr Ryan and Dr Haynes will be standing down from their respective offices with effect from the conclusion of Woodside’s 2023 Annual General Meeting, scheduled to be held on 28 April 2023 (2023 AGM).

Dr Haynes has served on Woodside’s Board since 2011 and is a member of the Audit & Risk Committee, the Sustainability Committee and the Nominations & Governance Committee.

Dr Ryan joined the Woodside Board in December 2012 and serves on the Audit & Risk Committee, the Sustainability Committee and the Nominations & Governance Committee.

Woodside Chair Mr Richard Goyder said that Dr Ryan and Dr Haynes have provided outstanding service to the Woodside Board during their tenure and their contribution to Woodside’s success has been invaluable.

“In recent years, Chris and Sarah, together with the other Directors, have guided Woodside through a global pandemic, volatile energy markets and other challenging external conditions, and each played a significant role in the successful completion of Woodside’s merger with BHP Petroleum in 2022. On behalf of the Woodside Board, I sincerely thank Chris and Sarah for their efforts during their time at Woodside,” Mr Goyder said.

Appointment of Mr Arnaud Breuillac

The Woodside Board is pleased to announce the appointment of Mr Arnaud Breuillac as a non-executive Director, effective immediately.

“We warmly welcome Arnaud to the Board of Woodside,” Mr Goyder said.

Page 1 of 2

“Arnaud has a deep understanding of the energy transition and the corresponding role of energy suppliers through this period, and beyond and brings a wealth of relevant experience to the Woodside Board. We expect Arnaud will bring invaluable leadership insights to the Woodside Board.”

A graduate of French engineering school École Centrale de Lyon, Mr Breuillac has had a forty-year tenure with major global energy player, TotalEnergies, holding positions across the Middle East, continental Europe and central Asia before retiring from his role as President Exploration & Production at the end of 2021 after seven years in the seat. Mr Breuillac holds directorships on the boards of UK-based Trident Energy Ltd and French underground hydrocarbon products storage facility operator, Géosel Manosque SAS.

Mr Breuillac joins Woodside as an independent non-executive Director and member of the Human Resources & Compensation, the Sustainability and the Nominations & Governance Committees.

Mr Breuillac will stand for election as a non-executive Director at the 2023 AGM.

Recommendation to elect Ms Angela Minas at 2023 AGM

The Board of Woodside is also pleased to recommend Ms Angela Minas for appointment as a Director of Woodside at the 2023 AGM. Further information regarding the Board’s recommendation will be contained in the 2023 AGM Notice of Meeting.

“We are looking forward to welcoming Angela to the Board of Woodside after the 2023 AGM,” Mr Goyder said.

“Angela has extensive experience in regulated industries internationally and an impressive background in finance, risk and compliance (including in US Sarbanes-Oxley Act (‘SOX’) financial reporting compliance), performance management, business transformation and mergers and acquisitions.

We consider these attributes complement the Board’s existing mix of skills and experience at an important time in Woodside’s history,” Mr Goyder noted.

Ms Minas is an experienced financial executive with strong capital market experience and broad exposure to the energy and natural resources spectrum, including exploration and production, midstream, oilfield services, petrochemicals, mining and basic materials. Ms Minas holds directorships on the boards of natural gas gathering, processing and storage business Crestwood Equity Partners L.P. (NYSE:CEQP), multinational manufacturing group Vallourec S.A., (EN:VK) and ethylene production facilities operator Westlake Chemical Partners (NYSE:WLKP).

If elected at the 2023 AGM, Ms Minas will join the Woodside Board as an independent non-executive Director and a member of the Audit & Risk, the Sustainability and the Nominations & Governance Committees.

Contacts:
INVESTORS		MEDIA
Matthew Turnbull (Group)<br> <br>M: +61 410 471<br>079<br> <br><br> <br>Sarah Peyman (Australia)<br><br><br>M: +61 457 513 249	Rohan Goudge (US)<br> <br>M: +1 (713)<br>679-1550<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 2 of 2

EX-99.2

Exhibit 99.2

Appendix 3X

InitialDirector’s Interest Notice

Rule 3.19A.1

Appendix3X

Initial 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 andmay be made public.

Introduced 30/9/2001.

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.1 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 appointment	8 March 2023

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

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.

Number & class of securities<br><br><br><br> <br>Nil

• See chapter 19 for defined terms.

11/3/2002	Appendix 3X Page 1

Appendix 3X

Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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

Name of holder & nature ofinterest<br> <br>Note: Provide details of the circumstances giving rise to the relevant interest.	Number & class ofSecurities<br> <br><br> <br>Nil

Part 3 – 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	Nil
Nature of interest
Name of registered holder<br><br><br>(if issued securities)
No. and class of securities to which interest related
+ See chapter 19 for defined terms.
---	---
Appendix 3X Page 2	11/3/2002