Woodside Energy Group Ltd 6-K, filed May 4, 2023
Woodside Energy Group Ltd (WDS)
About this 6-K
Woodside Energy Group Ltd filed this 6-K on May 4, 2023.
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 May 2023
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
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: May 4, 2023
| WOODSIDE ENERGY GROUP LTD | ||
| By: | /s/ Warren Baillie | |
| Warren Baillie | ||
| Corporate Secretary | ||
Exhibit 99.1
Appendix 3X
Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
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 and may 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 | Angela Arthur Minas | |
| Date of appointment | 28 April 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
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 of interest Note: Provide details of the circumstances giving rise to the relevant interest. |
Number & class of Securities
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 (if issued securities) |
||
| No. and class of securities to which interest relates |
+ See chapter 19 for defined terms.
| Appendix 3X Page 2 | 11/3/2002 |
Exhibit 99.2
Appendix 3Z
Final Director’s Interest Notice
Rule 3.19A.3
Appendix 3Z
Final 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 30/9/2001.
| 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.3 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of director | Christopher Michael Haynes | |
| Date of last notice | 3 March 2023 | |
| Date that director ceased to be director | 28 April 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
N/A |
+ See chapter 19 for defined terms.
| 11/3/2002 | Appendix 3Z Page 1 |
Appendix 3Z
Final Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
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.
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 of interest Note: Provide details of the circumstances giving rise to the relevant interest |
Number & class of Securities | |
| CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan | 16,624 ordinary fully paid shares | |
Part 3 – Director’s interests in contracts
| Detail of contract | N/A | |
| Nature of interest | N/A | |
| Name of registered holder (if issued securities) |
N/A | |
| No. and class of securities to which interest relates | N/A |
+ See chapter 19 for defined terms.
| Appendix 3Z Page 2 | 11/3/2002 |
Exhibit 99.3
Appendix 3Z
Final Director’s Interest Notice
Rule 3.19A.3
Appendix 3Z
Final 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 30/9/2001.
| 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.3 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of director | Sarah Elizabeth Ryan | |
| Date of last notice | 3 March 2023 | |
| Date that director ceased to be director | 28 April 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
N/A |
+ See chapter 19 for defined terms.
| 11/3/2002 | Appendix 3Z Page 1 |
Appendix 3Z
Final Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
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.
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 of interest Note: Provide details of the circumstances giving rise to the relevant interest |
Number & class of Securities | |
| CPU Share Plans Pty Ltd as trustee of the Non-Executive Directors’ Share Plan | 13,717 ordinary fully paid shares | |
Part 3 – Director’s interests in contracts
| Detail of contract | N/A | |
| Nature of interest | N/A | |
| Name of registered holder (if issued securities) |
N/A | |
| No. and class of securities to which interest relates | N/A |
+ See chapter 19 for defined terms.
| Appendix 3Z Page 2 | 11/3/2002 |
Exhibit 99.4
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Announcement Summary
Entity name
WOODSIDE ENERGY GROUP LTD
Date of this announcement
Wednesday May 03, 2023
The +securities the subject of this notification are:
☑ +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
Total number of +securities to be issued/transferred
| ASX +security code |
Security description | |
Total number of +securities to be issued/transferred |
|
Issue date | |||
| WDSAB |
PERFORMANCE RIGHTS |
64,013 | 02/05/2023 | |||||
Refer to next page for full details of the announcement
|
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
1 / 7 |
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
3/5/2023
|
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
2 / 7 |
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:
☑ +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:
☑ has an existing ASX security code (“existing class”)
|
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
3 / 7 |
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
ASX +security code and description
WDSAB : PERFORMANCE RIGHTS
Date the +securities the subject of this notification were issued
2/5/2023
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class
☑ Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
☑ Yes
Provide details of the KMP or +associates being issued +securities.
| Name of KMP | Name of registered holder | Number of +securities | ||||||
| Marguerite (Meg) Eileen O’Neill |
Marguerite (Meg) Eileen O’Neill |
64,013 |
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
|
Performance Rights, each being an entitlement to receive one fully paid ordinary share in Woodside (ASX: WDS) at 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 Performance Rights can be found in Woodside’s Notice of Annual General Meeting 2023 which is available at the following link: https://www.woodside.com/docs/default-source/asx-announcements/2023-asx/notice-of-annual-general-meeting-2023.pdf ?sfvrsn=744653b5_3 See in particular the remuneration report on pages 78 to 93 and Note E.2 Employee Benefits in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
| The Performance Rights were granted in accordance with item 4 passed by shareholders at the 2023 Annual General Meeting (AGM) held on 28 April 2023. |
|
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
4 / 7 |
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Issue details
Number of +securities
64,013
|
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
5 / 7 |
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 this application, the +securities of the entity will comprise:
(A discrepancy in these figures compared to your own may be due to a matter 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 |
6,509,144 | |||
| WDSAB : PERFORMANCE RIGHTS |
1,812,762 | |||
| WDSAF : SWEP EQUITY RIGHTS |
2,730,326 | |||
|
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
6 / 7 |
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Part 5 - Other Listing Rule requirements
5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1?
☑ Yes
5.1a Select the number of the applicable exception in Listing Rule 7.2
| 14 |
|
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
7 / 7 |
Exhibit 99.5
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 | 6 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 | 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 fully paid ordinary shares (Restricted Shares) held by CPU Share Plans Pty Limited as trustee under the Executive Incentive Scheme (EIS). | |
| Date of change | 2 May 2023 | |
| No. of securities held prior to change |
Direct: 155,727 ordinary shares 106,488 PRs granted under the EIS
Indirect: 165,147 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS. | |
| Class | Ordinary | |
| Number acquired |
111,747 Restricted Shares under the EIS 64,013 PRs under the EIS | |
| Number disposed | Nil |
+ 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 |
Consideration is the provision of services under an executive employment agreement.
Estimated offer value of A$35.68 per share. The allocations of Restricted Shares and PRs were approved by shareholders at the company’s AGM on 28 April 2023. | |
| No. of securities held after 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.
| |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
111,747 Restricted Shares and 64,013 PRs allocated on 2 May 2023 in accordance with the terms of the EIS and item 4 passed by shareholders at the 2023 Annual General Meeting (AGM) held on 28 April 2023.
The key terms of the Restricted Shares and PRs are set out in the Notice of Annual General Meeting 2023 and the 2022 Remuneration Report, which appears on pages 78 to 93 of the Annual Report 2022.
|
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 | N/A | |
| (if issued securities) | ||
| 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