Woodside Energy Group Ltd 6-K, filed Mar 4, 2024
Woodside Energy Group Ltd (WDS)
About this 6-K
Woodside Energy Group Ltd filed this 6-K on March 4, 2024.
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 March 2024
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): ☐
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 Corporate Secretary | ||
Exhibit 99.1
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 | 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 indirect interest (including registered holder) Note: 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 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 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 Directors’ Share Plan |
| + See chapter 19 for defined terms.
01/01/2011 |
Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of 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 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 (if issued securities) |
N/A | |||
| 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 | |||
| 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.
Appendix 3Y Page 2 |
01/01/2011 |
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 | 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 (including registered holder) Note: 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 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 Directors’ Share Plan | |||
| Class | Ordinary | |||
| Number acquired | 762 | |||
| Number disposed | Nil | |||
| Value/Consideration 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 Directors’ Share Plan |
| + See chapter 19 for defined terms.
01/01/2011 |
Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of 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 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 (if issued securities) |
N/A | |||
| 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 | |||
| 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.
Appendix 3Y Page 2 |
01/01/2011 |
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 | 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 (including registered holder) Note: 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 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 Directors’ Share Plan | |||
| Class | Ordinary | |||
| Number acquired | 609 | |||
| Number disposed | Nil | |||
| Value/Consideration 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 Directors’ Share Plan |
| + See chapter 19 for defined terms.
01/01/2011 |
Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of 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 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 (if issued securities) |
N/A | |||
| 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 | |||
| 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.
Appendix 3Y Page 2 |
01/01/2011 |
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 | 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 indirect interest (including registered holder) Note: 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 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 Directors’ Share Plan | |||
| Class | Ordinary | |||
| Number acquired | 295 | |||
| Number disposed | Nil | |||
|
Value/Consideration 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 Directors’ Share Plan |
| + See chapter 19 for defined terms.
01/01/2011 |
Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of 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 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 (if issued securities) |
N/A | |||
| 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 | |||
| 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.
Appendix 3Y Page 2 |
01/01/2011 |
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 | 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 (including registered holder) Note: 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 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 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 Directors’ Share Plan |
| + See chapter 19 for defined terms.
01/01/2011 |
Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of 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 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 (if issued securities) |
N/A | |||
| 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 | |||
| 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.
Appendix 3Y Page 2 |
01/01/2011 |
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 | 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 (including registered holder) Note: 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 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 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 Directors’ Share Plan |
| + See chapter 19 for defined terms.
01/01/2011 |
Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of 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 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 (if issued securities) |
N/A | |||
| 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 | |||
| 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.
Appendix 3Y Page 2 |
01/01/2011 |
Exhibit 99.2
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 | 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 indirect interest (including registered holder) 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 Executive Incentive Scheme (EIS). | |||
| Date of change | 29 February 2024 | |||
| No. of securities held prior to 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 |
|||
| Class | Ordinary | |||
| Number acquired | Nil | |||
| Number disposed | 14,883 Restricted Shares |
| + 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 |
14,883 Restricted Shares disposed for $447,777.69, representing a price of $30.09 per Share. | |||
| No. of securities held after change | Direct: 173,920 ordinary shares 170,501 PRs under the EIS
Indirect: 243,818 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS
Note: The change in direct and indirect figures reflect the transfer of Restricted Shares (indirect) on vesting to Ms O’Neill (direct) and automatic sale of 14,883 of those Shares following vesting. |
|||
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
33,076 Restricted Shares (indirect) 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).
14,883 of those vested Shares were subsequently sold on-market under an automatic sale election to cover tax liability.
The key terms of the Restricted Shares and PRs are set out in 2023 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 (if issued securities) |
N/A | |||
| 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 |