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6-K

Woodside Energy Group Ltd (WDS)

6-K 2024-03-04 For: 2024-03-04
View Original
Added on April 10, 2026

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 March 2024

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

Exhibit<br>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<br> <br>Corporate<br>Secretary

EX-99.1

Exhibit 99.1

Appendix 3Y

Change ofDirector’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 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 indirectinterest<br> <br>(including registered holder)<br><br><br>Note: Provide details of the circumstances giving rise to the relevant interest. Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’<br>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<br> <br>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<br>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

Nature ofchange<br> <br>Example: on-market trade, off-market trade, exercise of<br>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<br>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<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 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<br><br><br>(including registered holder)<br> <br>Note: Provide details<br>of the circumstances giving rise to the relevant interest. Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’<br>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<br>Directors’ Share Plan
Class Ordinary
Number acquired 762
Number disposed Nil
Value/Consideration<br><br><br>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<br>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

Nature of change<br><br><br>Example: on-market trade, off-market trade, exercise of options, issue<br>of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on<br>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<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 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<br><br><br>(including registered holder)<br> <br>Note: Provide details<br>of the circumstances giving rise to the relevant interest. Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’<br>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<br>Directors’ Share Plan
Class Ordinary
Number acquired 609
Number disposed Nil
Value/Consideration<br><br><br>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<br>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

Nature of change<br><br><br>Example: on-market trade, off-market trade, exercise of options, issue<br>of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on<br>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<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 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 indirectinterest<br> <br>(including registered holder)<br><br><br>Note: Provide details of the circumstances giving rise to the relevant interest. Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’<br>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<br>Directors’ Share Plan
Class Ordinary
Number acquired 295
Number disposed Nil
Value/Consideration<br> <br>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<br>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

Nature ofchange<br> <br>Example: on-market trade, off-market trade, exercise of<br>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<br>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<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 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<br><br><br>(including registered holder)<br> <br>Note: Provide details<br>of the circumstances giving rise to the relevant interest. Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’<br>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<br><br><br>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<br>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

Nature of change<br><br><br>Example: on-market trade, off-market trade, exercise of options, issue<br>of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on<br>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<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 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<br><br><br>(including registered holder)<br> <br>Note: Provide details<br>of the circumstances giving rise to the relevant interest. Beneficial interest in ordinary shares held pursuant to the Non-Executive Directors’<br>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<br><br><br>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<br>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

Nature of change<br><br><br>Example: on-market trade, off-market trade, exercise of options, issue<br>of securities under dividend reinvestment plan, participation in buy-back On-market purchase by the trustee of the Non-Executive Directors’ Share Plan on<br>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<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 clearancewas 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

Appendix 3Y

Change ofDirector’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 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 indirectinterest<br> <br>(including registered holder)<br><br><br>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<br>Executive Incentive Scheme (EIS).
Date of change 29 February 2024
No. of securities held prior to change Direct:<br><br><br>155,727 ordinary shares<br> <br>170,501 PRs under the EIS<br><br><br><br> <br>Indirect:<br><br><br>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.<br><br><br><br> <br>01/01/2011 Appendix 3Y Page 1
--- ---

Appendix 3Y

Change of Director’s Interest Notice

Value/Consideration<br> <br>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:<br><br><br>173,920 ordinary shares<br> <br>170,501 PRs under the EIS<br><br><br><br> <br>Indirect:<br><br><br>243,818 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS<br><br><br><br> <br>Note: The change in direct and indirect figures reflect the transfer of Restricted<br>Shares (indirect) on vesting to Ms O’Neill (direct) and automatic sale of 14,883 of those Shares following vesting.
Nature ofchange<br> <br>Example: on-market trade, off-market trade, exercise of<br>options, issue of securities under dividend reinvestment plan, participation in buy-back 33,076 Restricted Shares (indirect)<br>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).<br> <br><br><br><br>14,883 of those vested Shares were subsequently sold on-market under an automatic sale election to cover tax<br>liability.<br> <br><br> <br>The key terms of the Restricted Shares and PRs are set out in 2023<br>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<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
+  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

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>01/01/2011 Appendix 3Y Page 3
--- ---