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| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Title of each class |
Trading symbol |
Name of each exchange on which registered | ||
American Depositary Shares |
WDS |
New York Stock Exchange | ||
Ordinary Shares, no par value per share* |
New York Stock Exchange |
| Large accelerated filer ☒ | Accelerated filer ☐ |
Non-accelerated
|
Emerging growth company ☐ |
| U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ |
Other ☐ |
TABLE OF CONTENTS
| INTRODUCTION | 3 | |||||
| FORWARD-LOOKING STATEMENTS, INDUSTRY AND MARKET DATA AND CLIMATE STRATEGY AND EMISSIONS DATA | 4-5 | |||||
| USE AND RECONCILIATION OF NON-IFRS FINANCIAL MEASURES | 6 | |||||
| PART I | 7 | |||||
| ITEM 1. | 7 | |||||
| A. |
7 | |||||
| B. |
7 | |||||
| C. |
7 | |||||
| ITEM 2. | 7 | |||||
| A. |
7 | |||||
| B. |
7 | |||||
| ITEM 3. | 7 | |||||
| A. |
7 | |||||
| B. |
7 | |||||
| C. |
7 | |||||
| D. |
8 | |||||
| ITEM 4. | 16 | |||||
| A. |
16 | |||||
| B. |
17 | |||||
| C. |
30 | |||||
| D. |
30 | |||||
| ITEM 4A. | 30 | |||||
| ITEM 5. | 30 | |||||
| A. |
30 | |||||
| B. |
36 | |||||
| C. |
36 | |||||
| D. |
37 | |||||
| E. |
37 | |||||
| ITEM 6. | 37 | |||||
| A. |
37 | |||||
| B. |
37 | |||||
| C. |
37 | |||||
| D. |
37 | |||||
| E. |
37 | |||||
| F. |
Disclosure of a registrant’s action to recover erroneously awarded compensation. |
37 | ||||
| ITEM 7. | 37 | |||||
| A. |
37 | |||||
| B. |
38 | |||||
| C. |
38 | |||||
| ITEM 8. | 38 | |||||
| A. |
38 | |||||
| B. |
38 | |||||
| ITEM 9. | 38 | |||||
| A. |
38 | |||||
| B. |
38 | |||||
| C. |
38 | |||||
| D. |
38 | |||||
| E. |
38 | |||||
| F. |
39 | |||||
| ITEM 10. | 39 | |||||
| A. |
39 | |||||
| B. |
39 | |||||
| C. |
39 | |||||
| D. |
39 | |||||
1
| E. |
39 | |||||
| F. |
42 | |||||
| G. |
42 | |||||
| H. |
42 | |||||
| I. |
42 | |||||
| J. |
43 | |||||
| ITEM 11. | 43 | |||||
| ITEM 12. | 43 | |||||
| A. |
43 | |||||
| B. |
43 | |||||
| C. |
43 | |||||
| D. |
43 | |||||
| PART II | ||||||
| ITEM 13. | 43 | |||||
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
43 | ||||
| ITEM 15. | 43 | |||||
| ITEM 16. | 44 | |||||
| ITEM 16A. | 44 | |||||
| ITEM 16B. | 44 | |||||
| ITEM 16C. | 44 | |||||
| ITEM 16D. | 44 | |||||
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
44 | ||||
| ITEM 16F. | 45 | |||||
| ITEM 16G. | 45 | |||||
| ITEM 16H. | 45 | |||||
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
45 | ||||
| ITEM 16J. | 46 | |||||
| ITEM 16K. | 46 | |||||
| PART III | ||||||
| ITEM 17. | 47 | |||||
| ITEM 18. | 47 | |||||
| ITEM 19. | ||||||
| CONSOLIDATED FINANCIAL STATEMENTS | F-1 | |||||
2
INTRODUCTION
Unless otherwise indicated, all references herein to “we”, “our”, the “company”, the “group” or “Woodside” are references to Woodside Energy Group Ltd and its consolidated subsidiaries.
This document is our annual report on Form 20-F for the year ended 31 December 2024 (“2024 Form 20-F”). Reference is made to our 2024 Annual Report, portions of which are attached hereto as Exhibit 15.2 (the “2024 Annual Report”). Only (i) the information included in this 2024 Form 20-F, (ii) the information in the 2024 Annual Report that is incorporated by reference in this 2024 Form 20-F (excluding any information that is identified as intentionally omitted in Exhibit 15.2 hereto and any page references incorporated in the incorporated material unless specifically noted otherwise), and (iii) the other exhibits to this 2024 Form 20-F shall be deemed to be filed with the Securities and Exchange Commission (“SEC”) for any purpose, including incorporation by reference into the Registration Statement on Form F-3 filed on 29 February 2024 (File No. 333-277499), Form S-8 filed on 1 March 2024 (File No. 333-277568 ), Form S-8 filed on 1 September 2023 (File No. 333-274296), Form S-8 filed on 28 February 2023 (File No. 333-270076) and Form S-8 filed on 15 September 2022 (File No. 333-267432) and any other documents filed by us pursuant to the Securities Act of 1933, as amended, which purport to incorporate by reference the 2024 Form 20-F. The full 2024 Annual Report, inclusive of our sustainability report and other information omitted from, or otherwise not incorporated by reference into, this 2024 Form 20-F, has been furnished to the SEC on a Report on Form 6-K.
Unless otherwise indicated, references to major headings include all information under such major headings, including subheadings, unless such reference is a reference to a subheading, in which case such reference includes only the information contained under such subheading. Any other information shall not be deemed to be so incorporated by reference.
In addition to the information set out below, the information set forth under the heading “Glossary, units of measure and conversion factors” in Section 6.7 on pages 254-257 of the 2024 Annual Report is incorporated herein by reference.
The 2024 Form 20-F contains references to our website (https://www.woodside.com). Information on our website or any other website referenced in the 2024 Form 20-F is not incorporated into this document and should not be considered part of this document. All references to websites in this 2024 Form 20-F are intended to be inactive textual references for information only and any information contained in or accessible through any such website does not form a part of this 2024 Form 20-F.
The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public through the SEC’s website at http://www.sec.gov.
In this report, references to a year are to the calendar and financial year ended 31 December 2024 unless otherwise stated. All references to dollars, cents or $ in this report are references to US currency and are stated in Woodside share, unless otherwise stated.
Unless otherwise stated, all Woodside results set out in this 2024 Form 20-F include the performance of the interests acquired as part of the merger with BHP’s petroleum business from 1 June 2022.
3
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements with respect to Woodside’s business and operations, market conditions, results of operations and financial condition, including, for example, but not limited to, outcomes of transactions, statements regarding long-term demand for Woodside’s products, development, completion and execution of Woodside’s projects, expectations regarding future capital expenditures, the payment of future dividends and the amount thereof, future results of projects, operating activities and new energy products, expectations and plans for renewables production capacity and investments in, and development of, renewables projects, expectations and guidance with respect to production, capital and exploration expenditure and gas hub exposure, and expectations regarding the achievement of Woodside’s net equity Scope 1 and 2 greenhouse gas emissions reduction and new energy investment targets and other climate and sustainability goals. All statements, other than statements of historical or present facts, are forward-looking statements and generally may be identified by the use of forward-looking words such as ‘guidance’, ‘foresee’, ‘likely’, ‘potential’, ‘anticipate’, ‘believe’, ‘aim’, ‘aspire’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘target’, ‘plan’, ‘strategy’, ‘forecast’, ‘outlook’, ‘project’, ‘schedule’, ‘will’, ‘should’, ‘seek’ and other similar words or expressions. Similarly, statements that describe the objectives, plans, goals or expectations of Woodside are forward-looking statements. Forward-looking statements in this report are not guidance, forecasts, guarantees or predictions of future events or performance, but are in the nature of future expectations that are based on management’s current expectations and assumptions.
Those statements and any assumptions on which they are based are subject to change without notice and are subject to inherent known and unknown risks, uncertainties, contingencies and other factors, many of which are beyond the control of Woodside, its related bodies corporate and their respective officers, directors, employees, advisers or representatives.
Important factors that could cause actual results to differ materially from those in the forward-looking statements and assumptions on which they are based include, but are not limited to, fluctuations in commodity prices, actual demand for Woodside products, currency fluctuations, geotechnical factors, drilling and production results, gas commercialisation, development progress, operating results, engineering estimates, reserve and resource estimates, loss of market, industry competition, sustainability and environmental risks, climate related transition and physical risks, safety and personnel risks, changes in accounting standards, economic and financial markets conditions in various countries and regions the actions of third parties, project delay or advancement, regulatory approvals, political risks and the impact of armed conflict and political instability (such as the ongoing conflict in Ukraine) on economic activity and oil and gas supply and demand, cost estimates, legislative, fiscal and regulatory developments and the effect of future regulatory or legislative actions on Woodside or the industries in which it operates, including potential changes to tax laws, the impact of general economic conditions, inflationary conditions, prevailing exchange rates and interest rates and conditions in financial markets, and risks associated with acquisitions, mergers and joint ventures, including difficulties integrating or separating businesses, uncertainty associated with financial projections, restructuring, increased costs and adverse tax consequences, and uncertainties and liabilities associated with acquired and divested properties and businesses.
A more detailed summary of the key risks relating to Woodside and its business can be found in Item 3.D. Risk Factors. You should review and have regard to these risks when considering the information contained in this report. If any of the assumptions on which a forward-looking statement is based were to change or be found to be incorrect, this would likely cause outcomes to differ from the statements made in this report.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements. Actual results or performance may vary materially from those expressed in, or implied by, any forward-looking statements. None of Woodside nor any of its related bodies corporate, nor any of their respective officers, directors, employees, advisers or representatives, nor any person named in this report or involved in the preparation of the information in this report, makes any representation, assurance, guarantee or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any outcomes, events or results expressed or implied in any forward-looking statement in this report. All forward-looking statements contained in this report reflect Woodside’s views held as at the date of this report and, except as required by applicable law, neither Woodside, its related bodies corporate, nor any of their respective officers, directors, employees, advisers or representatives nor any person named in this report or involved in the preparation of the information in this report intends to, undertakes to, or assumes any obligation to, provide any additional information or update or revise any of these statements after the date of this report, either to make them conform to actual results or as a result of new information, future events or results, changes in Woodside’s expectations or otherwise.
Past performance (including historical financial and operational information) is given for illustrative purposes only. It should not be relied on as, and is not necessarily, a reliable indicator of future performance, including future security prices.
INDUSTRY AND MARKET DATA
This report contains industry, market and competitive position data based on industry publications and studies conducted by third parties, as well as Woodside’s internal estimates and research. These industry publications and third-party studies generally state that the information they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While Woodside believes that each of these publications and third-party studies is reliable and has been prepared by a reputable source, Woodside has not independently verified the market and industry data obtained from these third-party sources and cannot guarantee the accuracy or completeness of such data. Accordingly, undue reliance should not be placed on any of the industry, market and competitive position data contained in this report.
4
Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this report and may differ among third-party sources. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described in the sections captioned “Risk Factors” and “Forward-Looking Statements” elsewhere in this report. These and other factors could cause results to differ materially from those expressed in Woodside’s forecasts or estimates or those of independent third parties. While Woodside believes its internal research is reliable and its selection of industry publications and third-party studies and the description of its market and industry are appropriate, neither such research nor these descriptions have been verified by any independent source.
CLIMATE STRATEGY AND EMISSIONS DATA
All greenhouse gas emissions data in, or incorporated by reference into, this report are estimates, due to the inherent uncertainty and limitations in measuring or quantifying greenhouse gas emissions, and our methodologies for measuring or quantifying greenhouse gas emissions may evolve as best practices continue to develop and data quality and quantity continue to improve.
Woodside “greenhouse gas” or “emissions” information reported are net equity Scope 1 greenhouse gas emissions, Scope 2 greenhouse gas emissions, and/or Scope 3 greenhouse gas emissions, as the context requires.
Actual performance against Woodside’s targets (including items that are described as a target) and aspirations or goals may be affected by various risks associated with the Woodside business, the uncertainty as to how the global energy transition to a lower carbon economy will evolve, and physical risks associated with climate change, many of which are beyond Woodside’s control.
The glossary and footnotes included, or incorporated by reference, into this 2024 Form 20-F provide further clarification of “lower carbon” where applicable. Woodside uses the term “lower-carbon services” to describe technologies, such as carbon capture utilization and storage, or “CCUS”, or offsets, that may be capable of reducing the net greenhouse gas emissions of our customers.
Additionally, the developments of environmental and climate change-related issues discussed in this report or the information incorporated by reference herein are based on various frameworks and the interests of various stakeholders that are subject to evolve independently of our will. Moreover, materiality, as used in the context of climate and sustainability-related disclosures, may differ from the materiality standards applied by other reporting regimes, including as defined for SEC reporting purposes. Our disclosures on such issues, including climate-related disclosures that are identified as material for purposes of sustainability in this report, may include information that is not necessarily “material” under US securities laws for SEC reporting purposes or under applicable securities law.
Scope 3 targets are subject to commercial arrangements, commercial feasibility, regulatory and joint venture approvals, and third party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Such targets are not guidance. Scope 3 targets potentially include both organic and inorganic investment.
5
USE AND RECONCILIATION OF NON-IFRS FINANCIAL MEASURES
Woodside’s financial statements are prepared in accordance with the Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and comply with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Certain parts of this report contain financial measures that are not defined in, and have not been prepared in accordance with, IFRS and are not recognised measures of financial performance or liquidity under IFRS. In addition to the financial information contained in this report presented in accordance with IFRS, certain “non-GAAP financial measures” (as defined in Item 10(e) of Regulation S-K under the US Securities Act of 1933, as amended) have been included in this report. These measures include: EBIT, EBITDA, EBITDA excluding impairment, Gearing, Underlying NPAT, Net debt, Free cash flow, Operating cash flow, Cash margin, Capital expenditure, Exploration expenditure, Net tangible assets, and Net tangible asset per ordinary security.
For further details and a reconciliation of these measures to the most directly comparable IFRS measure presented in Woodside’s financial statements, refer to the information set forth under the heading “Alternative performance measures” in Section 6.6 on pages 250-253 of the 2024 Annual Report is incorporated herein by reference. These non-IFRS financial measures are defined in under the heading “Glossary, units of measure and conversion factors” in Section 6.7 on pages 254-257 of the 2024 Annual Report.
6
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
| A. | Directors and Senior Management |
Not applicable.
| B. | Advisers |
Not applicable.
| C. | Auditors |
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
| A. | Offer statistics |
Not applicable.
| B. | Method and Expected Timetable |
Not applicable.
ITEM 3. KEY INFORMATION
| A. | [Reserved] |
| B. | Capitalization and Indebtedness |
Not applicable.
| C. | Reason for the Offer and Use of Proceeds |
Not applicable.
7
| D. | Risk Factors |
Woodside recognises that taking risk is necessary for our business and that effective risk management is vital to meeting our objectives. We are committed to managing risks in a proactive, informed and effective manner as a source of competitive advantage.
Our approach is intended to enable risk-informed decision making, which protects us against potential negative impacts and enable us to seek the right opportunities. The objective of our risk management framework is to provide a consolidated view of risks across the company to understand our full risk exposure and prioritise risk management and governance.
Woodside’s Risk Appetite Statement is a vital element of our risk framework. It sets out the Board’s appetite to take risk in pursuit of our strategic objectives. It provides guidance to the executive and senior management teams on the type and amount of risk that is acceptable when making decisions, consistent with other company policies.
Woodside’s risk management process is designed to identify, assess and control risks across the organisation. Company-wide risk management activities occur throughout the year and are reported to the Audit & Risk Committee and executive twice annually, in addition to deep dives on particular risk areas that occur throughout the year.
We categorise risks in three different ways:
1. Strategic risks
These are risks within Woodside’s sphere of influence that could affect our ability to achieve our strategic objectives. Management and the Board consider a range of risks and opportunities that have the potential to deliver or erode value for our organisation in both the near and longer term. We factor these risks into our strategic decision making, as the decisions we make can create, amplify, reduce, or remove current risks and improve our resilience to emerging risks.
Examples of strategic risks and opportunities relevant to Woodside include delivering growth and long-term value through acquisitions and divestments, and the competitiveness of our portfolio mix under a range of scenarios.
2. Emerging risks
These risks capture external threats or factors that have a high degree of uncertainty, are not readily controlled by Woodside and may be unpredictable or rapidly changing. They have the potential to materially affect the achievement of our strategic objectives. Examples include a shifting geopolitical landscape or rapid technological change.
3. Current risks
These quantifiable risks could affect Woodside’s ability to deliver our objectives and require appropriate control and management.
Informed by the International Standard ISO31000 for Risk Management, our risk management process involves these features:
| • | Communicating and consulting |
| • | Defining risk scope, context and criteria |
| • | Assessing risk |
| • | Treating risk |
| • | Monitoring and review |
| • | Recording and reporting risks. |
The risk management process provides a consistent way of identifying, managing and reporting risks that have the potential to materially affect the achievement of Woodside’s objectives. Potential impacts of these risks, were they to eventuate, include those related to health and safety, the environment, the community and culture, our reputation and brand, legal and compliance, and financial. These impacts may lead to a loss in shareholder value, loss of market share to competitors, decreases in the value of assets, delays or stoppages in our operations, loss of revenue, increased expenses, infringements on our ability to execute and complete transactions, reduced capacity to fund capital projects, delayed or suspended regulatory approvals, legal liabilities and adverse impacts on Woodside’s reputation, social licence to operate and on the delivery of our strategy.
8
Woodside prioritises risk management actions and governance through use of a risk register. The functionality within the register provides transparency and enhances the ability of senior leaders to effectively manage and govern risks, including checking that identified actions to address, manage or remove risk have been closed out.
Woodside’s Risk Management Process
The Audit & Risk Committee plays a crucial role in enabling the Board to meet its oversight responsibility in relation to Woodside’s risk management. The Sustainability Committee also focuses on sustainability-related risk management.
Overview of our risk factors
HEALTH & SAFETY
Our business is subject to risks related to safety or major hazard events associated with our activities or facilities. These may include unanticipated or unforeseeable adverse events that affect our ability to respond, manage and recover from such events.
How is this factor relevant to Woodside?
At Woodside, we believe that our ability to operate safely is critical to our competitiveness. Failure to continue to do so could result in potential impacts on people, as well as reputational damage with customers, employees, commercial partners and other stakeholders, and sustained production interruptions leading to an inability to meet production forecasts.
Examples of how this factor may affect Woodside
| • | A loss of containment event or other operational incident on or related to our property or operations could occur, which could have significant impacts including to human health and safety, from personal health, safety and wellbeing through to fatalities. This could result in financial, legal and reputational impacts. |
| • | Natural disasters and severe weather events, such as cyclones, floods, freezes and heatwaves, droughts, earthquakes or other acts of nature, social unrest, pandemic diseases, and criminal actions by external parties could result in injuries, loss of life, disruption of our operations or the loss or suspension of permits or other approvals. Coastal operations may be particularly susceptible to disruption from severe weather events. |
| • | Woodside’s operations are subject to numerous laws and regulations relating to public and occupational health and safety. The requirements of these laws and regulations are becoming increasingly complex, stringent and expensive to implement and comply with. |
ENVIRONMENT
Risks associated with major environmental incidents in connection with our activities or facilities include potential incidents resulting in significant loss of hydrocarbon. We are also subject to risks associated with biodiversity and failure to deliver emission reductions in a timely manner, consistent with regulatory and stakeholder expectations.
How is this factor relevant to Woodside?
Woodside’s operations are subject to environmental impacts or risks that can arise as a result of the nature of our operations.
Examples of how this factor may affect Woodside
| • | An incident may result in a significant loss of hydrocarbon to the environment, including when caused by factors that are outside Woodside’s direct control. These factors include natural disasters and severe weather events, such as cyclones, floods, freezes and heatwaves, droughts, earthquakes or other acts of nature, pandemics, well blowouts, fires, explosions, pipeline ruptures, chemical releases, oil releases including maritime releases, releases into navigable waters and groundwater contamination, material or mechanical failure, power outages, industrial accidents, physical or cyber attacks, abnormally pressured or structured formations and other events that cause operations to cease or be curtailed. This may negatively affect Woodside’s businesses and the communities in which we operate. |
| • | Woodside’s operations are subject to numerous laws and regulations relating to environmental protection. The requirements of these laws and regulations are becoming increasingly complex, stringent and expensive to implement. Costs of compliance with these laws and regulations are significant and can be unpredictable. |
| • | Applicable laws and regulations may obligate Woodside to adjust our various operational practices, plans or strategies, which in turn could cause uncertainty and delay, materially adversely affect our business, financial condition or results of operations. We may also be required to maintain financial assurance through bonds or insurance. |
| • | Third-party insurance may not provide adequate coverage or Woodside may be self-insured with respect to the related losses. |
9
CLIMATE
The global response to climate change is changing the way the world produces and consumes energy. Our strategy requires us to make risk-based decisions and seek opportunities to deliver energy solutions. The complex and pervasive nature of climate change means transition risks are interconnected with, and may amplify, other risks. Additionally, the inherent uncertainty of potential societal responses to climate change may create a systemic risk to the global economy. Continuing political, social and industry attention to climate change has resulted in both existing and pending international agreements and national, regional and local legislation and regulatory programs to reduce emissions. These and other government actions could require Woodside to increase operating and maintenance costs and may result in reduced demand for oil and gas. Climate change may also create significant physical risks, such as increased frequency and severity of storms, wildfires, floods and other climatic events, as well as chronic shifts in temperature and precipitation patterns.
How is this factor relevant to Woodside?
Woodside’s risks associated with climate change and the transition to a lower-carbon economy include possible impacts to demand (and pricing) for oil, gas and their substitutes, the policy and legal environment for its exploration, development and production, and Woodside’s reputation and operating environment. We may also face risks related to climate change’s potential to cause physical damage or disruptions to our assets or our value chains.
Examples of how this factor may affect Woodside
| • | Physical impacts on our assets or those of our suppliers, customers or communities caused by increased frequency or intensity of natural disasters and severe weather events. |
| • | Over- and under- investing in oil and gas reserves leading to an imbalance between our supply and global demand. |
| • | Failure to transition to new energy at a pace that serves the global demand, or stakeholder sentiments, or to develop and implement lower-carbon technologies on which Woodside’s strategy may depend. |
| • | Some of Woodside’s goals are dependent upon the successful implementation of new and existing technologies on an industrial scale. These technologies are in various stages of development or implementation and may require more capital, or take longer to develop, than currently expected. |
| • | Climate-driven changes to legislation, regulation and policy or climate-related litigation resulting in additional costs, preventing or restricting Woodside from conducting activities and having adverse impacts on Woodside’s reputation. |
| • | Failure of other organisations to meet emissions targets across the broader oil and gas industry and the reputational impacts for the industry as a whole. |
PRODUCTION AND OPERATIONS
We manage a range of risks within our operations, including commercial risks relating to third-party relationships such as joint venture partners, contract counterparties and our supply chain. Woodside is subject to extensive governmental oversight and regulation in the jurisdictions in which we operate, and such regulations may change in ways that adversely affect our business, results of operations and financial condition. In addition, we are required to comply with securities regulations in Australia, the United States and elsewhere.
We manage the estimation of proved oil and gas reserves by using judgement and the application of complex rules, and subsequent downward adjustments of Woodside’s reported reserves estimates are possible.
How is this factor relevant to Woodside?
Our operating assets are subject to a range of operating risks associated with process safety incidents, breaches of cybersecurity, extreme weather events and supply chain disruptions. Disruptions to our supply chain or failure of our contractual counterparties to fulfil their obligations could adversely affect our production, operations and our financial performance, result in litigation or class actions and cause long-term damage to our reputation.
The majority of our major projects and operations are conducted in joint ventures, which may limit our control over, and our ability to effectively manage risks associated with, such projects. For projects in which we are not the operator, we may be unable to directly control the behaviour, performance and cost of operations.
Our operations are subject to various national and local laws, regulations and approvals relating to the exploration, development, production, marketing, pricing, transportation and storage of our products, as well as the management, decommissioning, clean-up and restoration of our properties, and management and disclosure of our operations and impacts.
These laws or regulations could change, and any such changes could have a material adverse effect on our business and financial condition. As such laws and regulations are subject to amendment and reinterpretation over time, we are unable to predict the future cost or impact of complying with such laws. We have incurred and will continue to incur operating and capital expenditures, some of which may be material, to comply with applicable laws, regulations and approvals. The adoption and implementation of new or more stringent legislation, regulations or other regulatory initiatives that result in the imposition of more stringent standards for greenhouse gas emissions from the oil and gas industry could restrict the areas in which this sector may operate and could result in increased compliance costs and changes in product pricing, which could affect consumer demand for our products.
10
Additionally, the conduct of Woodside, our employees and our third-party partners could result in actual or alleged breaches of laws, regulations and approvals, including fraud, corruption, anti-competitive behaviour, money laundering, breaching trade or financial sanctions, market manipulation, privacy breaches, ethical misconduct and wider organisational cultural failings.
Estimating proved oil and gas reserves involves subjective judgements and determinations based on available geological, technical, contractual and economic information. New information from production or drilling activities, changes in economic factors, such as oil and gas prices, alterations in the regulatory policies of host governments in the jurisdictions in which we operate, or other events may cause estimates to change over time. Additionally, estimates may change to reflect acquisitions, divestments, new discoveries, extensions of existing fields and improved recovery techniques.
Examples of how this factor may affect Woodside
| • | Certain activities are undertaken in deep waters where operations, support services and decommissioning activities are more difficult and costly than in shallower waters. Deepwater locations lack the physical and oilfield service infrastructure present in shallower waters. As a result, these operations may have additional risks and require significant time between a discovery and the time that Woodside can market its production. |
| • | Our joint venture participants (JVPs) may have the ability to exercise veto rights to block certain key decisions or actions that we believe are in our or the joint venture’s best interests or approve those matters without our support. |
| • | Our JVPs and contractual counterparties may not be able to meet their financial or other obligations to the projects. In addition, the actions of our partners, contractors and subcontractors could result in legal liability and financial loss for Woodside. |
| • | A failure to comply with applicable laws, regulations and approvals relating to our operations may result in the assessment of sanctions, including administrative, civil, and criminal penalties, the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures and demand for reimbursement for government or regulatory actions, the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of current or proposed projects including via government orders, suspension or revocation of licences, permits, government contracts or approvals, and issuance of injunctions restricting or prohibiting some or all of our activities in a particular area. |
| • | Supply chain disruptions such as extended lead times for critical spares or imposition of trade sanctions or export controls on key suppliers, may cause outages at our operations, increased costs or delays on our projects. |
| • | Joint venture participants or contractual counterparties may be primarily responsible for the adequacy of the human or technical competencies and capabilities which they bring to bear on the joint project, which may not be adequate. |
| • | The suspension, revocation, failure to renew or alteration of, or challenges to, the terms of the licences, permits, government contracts or approvals required for our operations. |
| • | Government policy objectives in the countries in which we do business, now or in the future, could take the form of increased governmental regulations (including in respect of restoration, protection of the environment, levels of greenhouse gas emissions, protection of natural resources, and worker health and safety), redirection of product distribution (such as domestic gas reservation policies), changes in taxation regulation or enforcement (including, for example, changes in tax rates or increased focus on audits), taxation subsidies or royalties, nationalisation of resource assets or restrictions or moratoriums on our operations on government leases, limitations on periods of lease retention, interference with the confidentiality and availability of information, forced renegotiation of contracts, changes in laws and policies governing operations of foreign-based companies, trade sanctions, currency restrictions and exchange rate fluctuations and other governmental steps. |
| • | Actual or alleged violations of the securities laws that we are subject to could result in private or governmental litigation, civil penalties, regulatory action and shareholder class actions. |
| • | The process of estimating oil and natural gas reserves is complex and requires significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and is therefore inherently uncertain. Actual production, revenues, expenditures, prices of hydrocarbons and taxes with respect to Woodside’s reserves may vary from estimates and the variance may be material. Woodside has in the past and may in the future record impairments resulting from declines in oil and gas prices or other factors. Downward adjustments of our reported reserves estimates could indicate lower future production volumes or the impairment of assets. |
11
GROWTH
Growth risks associated with delivery of both major and complex multi-year execution project activities and transactions (including acquisitions and divestments) across multiple locations around the world, including a reliance on third parties for materials, products and services.
How is this factor relevant to Woodside?
Oil and gas
In order to maintain our production levels and deliver shareholder value, Woodside must continue to identify growth opportunities, organic and inorganic, and commercialise them. To maintain a stable pipeline of future projects and realise the full value of growth opportunities, Woodside competes with a wide range of multinational and nationalised oil and gas companies, in addition to individual producers and new energy companies. Failure to effectively compete with these companies may result in the inability to continue to expand Woodside’s current operations and meet our objectives.
Woodside must continue to effectively manage relationships with industry partners. For example, at times we enter joint ventures with organisations that may also be competing oil and gas suppliers. It is essential that our voice is heard both within our industry and more broadly. In order for us to effectively communicate, we may at times align with industry bodies to advocate what we believe is in the best interests of our stakeholders. In addition, our current and planned projects involve uncertainties and operating risks that could prevent us from realising profits or result in the total or partial loss of our investment.
New energy
We have set targets for our new energy products and lower-carbon services.1 There is uncertainty around the pace of required technological innovation and the reliability of technologies that will be needed to transition to a lower-carbon economy. In addition, new sources of energy, such as hydrogen or ammonia, may be more difficult to commercialise than expected or may not be able to be commercialised safely or as efficiently as expected at scale. Woodside may also face unforeseen obstacles in the commercialisation of a future carbon capture business and in the implementation of other lower-carbon services and emission reduction efforts.
Examples of how this factor may affect Woodside
| • | An unbalanced portfolio of oil and gas and new energy, which may not meet the market’s needs. |
| • | Limited or reduced market share resulting in a loss of shareholder value. |
| • | Our competitors may be able to pay more for exploratory prospects and productive oil and natural gas properties or may be able to define, evaluate, bid for and purchase a greater number of properties and prospects, including operatorships and licences, than our financial or human resources permit. |
| • | Our projects could experience slippage in implementing schedules, permitting delays, shortages of or delays in the delivery of equipment or purpose-built components from suppliers, escalation in capital cost estimates, possible shortages of construction or other personnel, other labour shortages, environmental occurrences during construction that result in a failure to comply with environmental regulations or conditions on development, or delays and higher-than-expected costs due to the remote location of the projects, the impact of global conflicts on the relevant workforce or supply chain, other unanticipated supply chain disruptions, natural disasters, accidents, miscalculations, political or other opposition, litigation, acts of terrorism, operational difficulties, climate change-related risks or other events associated with that construction that may result in the delay, suspension or termination of our projects. |
| • | An inability to obtain financing at acceptable costs, or at all, for the development of new projects. |
| • | Failure to implement our new energy plans within our anticipated timeframe and in line with global demands. |
| 1. | Scope 3 targets are subject to commercial arrangements, commercial feasibility, regulatory and joint venture approvals, and third-party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Not guidance. Potentially includes both organic and inorganic investment. |
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| • | Failure to identify, execute or implement strategic transactions, including acquisitions and divestments, or to achieve the full benefits of those transactions. In particular, difficulties in integrating and developing acquired assets may result in operational and other challenges, including the diversion of management’s attention from ongoing business concerns. The integration and development process may be subject to delays or changed circumstances, and we can give no assurance that the acquired assets will perform in accordance with our expectations or that our expectations with respect to the opportunities from any acquisitions will materialise. |
| • | The development of acquired assets may lead to the incurrence of significant capital and operating expenses, in addition to potential capital expenditures that may occur as a result of executing our previously disclosed strategy in relation to our new energy investment target and other potential growth projects. For instance, in 2024, we completed two significant transactions involving major energy projects in the US Gulf Coast – Louisiana LNG and the Beaumont New Ammonia Project. The complexity and magnitude of the development effort associated with the acquired assets, particularly in relation to Louisiana LNG, may require significant capital and operating expenses to support the development of those operations. |
| • | A significant increase in capital expenditures could have adverse consequences on our business, financial conditions and future prospects, including that we may be required to incur additional debt and we may not be able to obtain financing in the future on acceptable terms or at all for working capital, capital expenditures, acquisitions, debt service requirements or other purposes. |
| • | Credit rating agencies could downgrade our credit ratings below currently expected levels, and we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions. |
| • | Failure to remain commercially and technologically competitive to efficiently develop and operate an attractive portfolio of assets, to obtain access to new opportunities and to keep pace with deployment of new technologies and products. |
| • | Woodside operates in highly competitive markets. A number of competitors are larger and have greater resources than Woodside. There may be greater-than-expected competition in the markets in which Woodside competes, including those for new energy products and lower-carbon services. |
| • | Failure to generate returns in line with our capital allocation framework. |
SOCIAL LICENCE
Social licence risks are associated with actual or perceived deviation from social or business expectations of ethical behaviour (including breaches of laws or regulations) and social responsibility (including environmental impact and community contribution), particularly as these expectations evolve and as Woodside expands its operations around the world.
How is this factor relevant to Woodside?
Traditional Owners and Custodians, government authorities, investors and other groups form significant relationships with our organisation. These relationships are built on the trust that Woodside will meet our stakeholders’ expectations. We must also consider the role our commercial agreements play in relation to human rights around the world, as we have a responsibility to ensure the rights of all humans are not negatively affected by our organisation.
These are some of the most significant risks to our relationships with stakeholders:
| • | Engaging in activities that have real or perceived adverse impacts on the environment, climate, biodiversity, human rights or cultural heritage. |
| • | Failing to meet our net equity Scope 1 and 2 emissions reduction targets. or investment targets in new energy products and lower carbon services.1,2 |
| • | Inadequately responding to quickly evolving expectations of Woodside (including expectations that may significantly differ in the various jurisdictions in which we operate). |
Additionally, third-party risks that are outside of our control could negatively affect our reputation and licence to operate, such as oil spills or other disasters, or crisis scenarios that cause collateral damage to Woodside’s licence to operate via reputational damage to the oil and gas industry at large.
| 1. | Targets and aspiration are for net equity Scope 1 and 2 greenhouse gas emissions relative to a starting base of 6.32 Mt CO2-e which is representative of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with a FID prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. |
| 2. | Scope 3 targets are subject to commercial arrangements, commercial feasibility, regulatory and joint venture approvals, and third-party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Not guidance. Potentially includes both organic and inorganic investment. |
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Examples of how this factor may affect Woodside
| • | Lost or limited stakeholder support for our current business and future opportunities, including the refusal of, or delay in, the extension or grant of exploration, development or production contracts or leases, and development delays and cost overruns due to approval delays for, or denial of, drilling, construction, environmental and other regulatory approvals, permits and authorisations. |
| • | Woodside is a global company, operating in a number of jurisdictions. Stakeholders and regulators in the areas in which we operate have increasingly expressed or pursued divergent views, legislation and investment expectations with respect to sustainability matters, which may increase the social licence risks in those areas. |
| • | New or amended laws and regulations, or new or different applications or interpretations of existing laws and regulations, |
| • | Risks related to the violation of certain laws and regulations, including class action lawsuits, litigation and activism, allegations of legal compliance failures and greenwashing. |
| • | Reductions in the availability of, or less favourable terms for, financing and other forms of capital. |
| • | Decreased ability to attract and retain a talented workforce, and other operational concerns. |
PEOPLE & CULTURE
These risks are associated with the ability to attract, retain, develop and motivate key employees to succeed and safeguard both current and future performance and growth.
How is this factor relevant to Woodside?
People are key to the success of Woodside. We must build and maintain a capable workforce if we are to achieve our objectives. An effective operating model with a balanced organisational structure will allow us to conduct our operations and pursue new opportunities. For Woodside to remain an employer of choice, our culture must support our current employees and attract the best new candidates. The conduct of Woodside, our employees and our third-party partners could result in actual or alleged breaches of laws, regulations and approvals, including fraud, corruption, anti-competitive behaviour, money laundering, breaching trade or financial sanctions, market manipulation, privacy breaches, ethical misconduct and wider organisational cultural failings.
Examples of how this factor may affect Woodside
| • | During periods of high demand for skilled resources, Woodside may be unable to fill critical roles at acceptable costs or at all, leading to operational impacts. |
| • | A limited ability to operate due to our people leaving critical roles. |
| • | An inability to pursue innovation opportunities due to a skills shortage. |
| • | Loss of key personnel or expert knowledge. |
| • | An inability to reach timely agreements with employees including where representation by third parties may result in industrial action. |
| • | Actual or alleged misconduct, including fraud and corruption. |
FINANCIAL MANAGEMENT
These risks are those associated with interest rates, inflation, and fluctuations in commodity price and foreign exchange.
How is this factor relevant to Woodside?
Woodside must be financially well positioned in order to pursue our strategic objectives and remain resilient during times of economic challenge. Several factors can affect our position.
Capital management
For Woodside to operate sustainably we must make risk-informed decisions related to allocation of capital. We seek to apply a disciplined and balanced approach to capital management through the commodity price cycle.
From time to time, Woodside has relied on access to capital markets for funding. Our ability to obtain additional financing or refinancing will be subject to a number of factors, including general economic and market conditions such as rising interest rates, inflation or unstable or illiquid market conditions.
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Foreign exchange risk:
Woodside is exposed to foreign currency risk from future commitments, financial assets and financial liabilities that are not denominated in US dollars. See section A in Notes to the financial Statements in “Item 18. Financial Statements” in this 2024 Form 20-F for further information.
Interest rate risk:
This is the risk that Woodside’s financial position will fluctuate due to changes in market interest rates. Woodside’s risk relates primarily to financial instruments with floating interest rates including long-term debt obligations, cash and short-term deposits. See section C in Notes to the financial Statements in “Item 18. Financial Statements” in this 2024 Form 20-F for further information.
Examples of how this factor may affect Woodside
| • | A reduced ability to fund our strategy including our projects. |
| • | Impairments of assets, goodwill or other intangible assets, or a significant increase in capital and operational expenditure as a result of acquisitions, could have a significant negative effect on our reported net income and our ability to pay dividends in one or more accounting periods if the level of impairment were to exceed profits available for distribution. |
COMMERCIAL AND MARKET
Commercial and market risks are associated with the ability to capture value whether markets are stable or volatile. Generally, Woodside does not have control over the factors that affect market development and prices.
How is this factor relevant to Woodside?
Woodside’s revenues are primarily derived from the sale of oil and gas. The prices Woodside receives for these products are variable and are affected by global economic factors beyond Woodside’s control. We seek to forecast changes in the economic factors to enable us to maintain a strong market position during challenging economic times. See “Item 11. Quantitative and qualitative disclosures about market risk” of this 2024 Form 20-F.
Examples of how this factor may affect Woodside
| • | Significant volatility in energy prices, such as the volatility experienced in recent years, may increase the challenges associated with future revenue and delivery of our strategy |
| • | An imbalance in supply and demand can affect commodity prices and our ability to forecast market conditions determines whether we are affected positively or negatively. |
| • | The exploration and production of hydrocarbons is a highly competitive business. Woodside has many competitors (including national oil companies), some of which are larger and better funded; may be willing to accept greater risks; have greater access to capital; have substantially larger staffs; or have special competencies. |
| • | Woodside may become a less attractive joint venture participant. |
| • | Shareholder returns are reduced due to lower commodity prices. |
| • | Woodside’s acquisition activities carry risks that it may not fully realise anticipated benefits due to less-than-expected reserves or production or changed circumstances, such as declines in prices of hydrocarbons or an inability to capture market optimisation opportunities; bear unexpected integration costs or experience other integration difficulties; experience share price declines based on the market’s evaluation of the activity; or be subject to costs or liabilities that are greater than anticipated. |
| • | If we inaccurately forecast the global demand for our LNG products we may face difficulties obtaining longer-term sales contracts with desirable commercial terms. |
| • | If counterparties to our derivative instruments are unable to fulfil their obligations, a larger percentage of our future oil and gas production could be subject to price changes. |
DIGITAL AND CYBERSECURITY
These risks are associated with adopting and implementing new technologies, while safeguarding our digital information and landscape (including from cyber threats) across our value chain.
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How is this factor relevant to Woodside?
Woodside must relentlessly protect the confidentiality, integrity and availability of digital information and operational technologies. Woodside’s technology systems including artificial intelligence and machine learning technologies may be targeted by an internal or external malicious act or our systems may be disrupted unintentionally. Additionally, the cost of implementing and maintaining effective technology systems may be higher than anticipated. While our technology controls are designed to protect against all causes of disruption, we cannot be certain that they will protect our systems in all cases.
Examples of how this factor may affect Woodside
| • | In the event of a cyber attack, Woodside’s confidential or sensitive information may be made public or held for ransom. |
| • | Our operations may be disrupted if unauthorised access to our process control systems, or the systems of vendors on which we rely, occurs. |
| • | Litigation and governmental investigations may arise from the occurrence of a cyber attack. |
| • | There may be potential adverse impacts on our reputation, the safety and privacy of our employees and the communities in which we operate. |
ITEM 4. INFORMATION ON THE COMPANY
| A. | History and Development of the Company |
Woodside was registered under Australian corporate law in 1971 and listed on the Australian Securities Exchange (the ASX) on 18 November 1971. Woodside’s shares are currently listed on the ASX under the ticker symbol ‘WDS’ and its American Depositary Shares (ADS) are listed on the NYSE under the symbol ‘WDS’. Following the approval of Woodside shareholders at Woodside’s Annual General Meeting on 19 May 2022, Woodside changed its name from ‘Woodside Petroleum Ltd.’ to ‘Woodside Energy Group Ltd’ effective 20 May 2022. Woodside’s registered office is Mia Yellagonga, 11 Mount Street, Perth, Western Australia 6000, Australia, telephone +61 8 9348 4000.
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 1: Overview from pages 6-15 |
| • | Section 3: Our Business from pages 26-42 |
| • | Documents on display in Section 6.4: Shareholder statistics on page 240. |
See Three-Year Financial Analysis in “Item 5.A Operating Results” of this 2024 Form 20-F.
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| B. | Business Overview |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 1: Overview from pages 6-15 |
| • | Section 2: Strategy and Financial Performance from pages 16-25 |
| • | Section 3: Our Business from pages 26-42 |
| • | Section 6.3: Additional disclosures from pages 225-237. |
See Three-Year Financial Analysis in “Item 5.A Operating Results” of this 2024 Form 20-F.
Applicable laws and regulations
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Government regulations in Section 6.3: Additional disclosures from pages 230-236 |
| • | Material limitations in Section 6.3: Additional disclosures on page 236 |
| • | Summary of material legal proceedings in Section 6.3: Additional disclosures on page 236-237. |
Disclosures regarding oil and gas operations
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Drilling and other exploratory and development activities in Section 6.3: Additional disclosures on page 225 |
| • | Present development activities continuing as of 31 December 2024 in Section 6.3: Additional disclosures on page 225 |
| • | Oil and gas properties, wells, operations and acreage in Section 6.3: Additional disclosures on pages 226 |
| • | Delivery commitments in Section 6.3: Additional disclosures on page 226 |
| • | Production in Section 6.3: Additional disclosures on page 227. |
RESERVES STATEMENT
About the Reserves Statement
This Reserves Statement presents Woodside’s proved oil and gas reserves, as of 31 December 2024, in accordance with the regulations of the United States Securities and Exchange Commission (SEC).1
Unless stated otherwise, the following apply to this Reserves Statement: The effective date for reserves estimates is 31 December 2024. Estimates have been prepared in accordance with the reserves definitions of Rules 4-10(a) of SEC Regulations S-X and are calculated using SEC-compliant economic assumptions and pricing. Production is reported for the period from 1 January 2024 to 31 December 2024. Reserves and production stated are Woodside’s net share and inclusive of fuel consumed in operations. See “Methodology” below.
All numbers are internal estimates produced by Woodside. Estimates of reserves should be regarded only as estimates that may change over time as additional information and production history becomes available. See “Forward-Looking Statements”.
2024 proved reserves
Woodside produced a total of 206.3 MMboe in 2024, including 192.7 MMboe produced for sale and 13.6 MMboe of production consumed primarily as fuel in operations.2 At 31 December 2024, Woodside’s remaining proved (1P) reserves were 1,975.7 MMboe (Table 1, 2).
As a result of completion of the sale of 10.0% and 15.1% non-operating participating interest in the Scarborough Joint Venture in Australia, Woodside’s proved undeveloped reserves decreased by 323.0 MMboe (shown as acquisitions and divestments in Table 2, 3).
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In 2024, revisions of previous estimates and extensions resulted in proved reserves increases of 54.9 MMboe. Key drivers for these changes include:
| • | post start-up field performance at Sangomar in Senegal contributed to a proved reserves increase of 16.2 MMboe |
| • | performance based revisions, technical updates, and the final investment decision on a development opportunity in North West Shelf in Australia contributed to a proved reserves increase of 13.4 MMboe3 |
| • | performance and technical updates at Bass Strait and multiple Exmouth fields in Australia contributed to a proved reserves increase of 20.5 MMboe |
| • | final investment decision on Xena-3 in Greater Pluto in Australia resulted in extensions of proved reserves of 7.1 MMboe |
| • | initial field performance and technical updates at Mad Dog Phase 2 in the United States contributed to a proved reserves decrease of 8.1 MMboe |
The transfers of undeveloped to developed reserves associated with successful start-up of Sangomar, start-up of development wells in the United States and start-up of two compression projects in Australia are discussed in the 2024 proved undeveloped reserves section of this Reserves Statement.
Table 1: Woodside’s proved reserves4,5,6 overview (net Woodside share, as at 31 December 2024)
| Natural gas7 Bcf10 |
NGLs8 MMbbl11 |
Oil & condensate MMbbl |
Total9 MMboe12 |
Fuel included in total |
||||||||||||||||
| Proved13 developed14 and undeveloped15 |
8,049.9 | 18.9 | 544.6 | 1,975.7 | 178.2 | |||||||||||||||
| Proved developed |
1,995.0 | 17.4 | 339.4 | 706.8 | 59.3 | |||||||||||||||
| Proved undeveloped |
6,054.9 | 1.5 | 205.2 | 1,268.9 | 119.0 | |||||||||||||||
Small differences due to rounding
2023 proved reserves
Woodside produced a total of 201.0 MMboe in 2023, including 186.1 MMboe produced for sale and 15.0 MMboe of production consumed primarily as fuel in operations.2 At 31 December 2023, Woodside’s remaining proved reserves were 2,450.1 MMboe (Table 2).
The first-time booking of reserves at Trion in Mexico and Mad Dog Southwest in the United States increased proved reserves by 204.1 MMboe (shown as extensions and discoveries in Table 2), of which:
| • | final investment decision and regulatory approval of the field development plan at Trion in August 2023 increased proved reserves by 194.8 MMboe16; and |
| • | approval of the Mad Dog Southwest Extension project increased proved reserves by 9.3 MMboe. |
Revisions of previous estimates in 2023 resulted in a net increase of 61.8 MMboe for proved reserves. Key drivers for these revisions include:
| • | asset optimisation, including injector to producer conversions, and field performance at Angostura and Ruby in Trinidad and Tobago contributed to a proved reserves increase of 13.0 MMboe |
| • | improved overall field performance and technical updates in North West Shelf increased proved reserves by 49.7 MMboe |
| • | performance based revisions at Shenzi decreased proved reserves by 13.4 MMboe. |
The transfers of undeveloped reserves to developed reserves are discussed in the 2023 proved undeveloped reserves section of this Reserves Statement.
2022 proved reserves
Woodside produced 156.8 MMboe for sale in 2022, including 61.4 MMboe produced from 1 June 2022 from interests acquired as part of the merger with the BHP Petroleum business on 1 June 2022 (Acquired Assets). An additional 14.9 MMboe of production was consumed primarily as fuel in operations in the year ended 31 December 2022 resulting in a total production of 171.7 MMboe for 2022.2 At 31 December 2022, Woodside’s remaining proved reserves were 2,385.2 MMboe (Table 2).
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The acquisition of the Acquired Assets on 1 June 2022 increased Woodside’s proved reserves as at 1 June 2022 by 922.8 MMboe to 2,339.6 MMboe. These changes are further described below.
2022 included revisions of previous estimates of 202.5 MMboe for proved reserves. Key drivers for the revisions include:
| • | completion of an Atlantis full field integrated subsurface study that resulted in a 46.3 MMboe increase in proved reserves |
| • | inclusion of offshore fuel gas reserves and favourable commodity prices resulting in a net increase of 51.7 MMboe to proved undeveloped reserves at Scarborough |
| • | inclusion of fuel gas reserves and incorporation of drilling results at Sangomar resulting in a proved undeveloped reserves increase of 24.7 MMboe |
| • | improved overall field performance at Pluto, North West Shelf, and Julimar-Brunello led to proved reserves increases of 31.7 MMboe, 17.6 MMboe, and 25.7 MMboe, respectively. |
The transfers of undeveloped reserves to developed reserves are discussed in the 2022 proved undeveloped reserves section of this Reserves Statement.
Methodology
Reserves estimates have not been adjusted for risk. Proved reserves are estimated and reported on a net interest basis, excluding royalties owned by others, in accordance with the SEC regulations and have been determined in accordance with SEC Rule 4-10(a) of Regulation S-X. As defined by the SEC, proved reserves are those quantities of crude oil, natural gas, and natural gas liquids that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs and under existing economic conditions, operating methods, operating contracts, and government regulations. Unless evidence indicates that renewal of existing operating contracts is reasonably certain, estimates of economically producible reserves reflect only the period before the contracts expire. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence within a reasonable time.
Proved reserves are estimated by reference to available well and reservoir information, including but not limited to well logs, well test data, core data, production and pressure data, geologic data, seismic data and, in some cases, similar data from analogous, producing reservoirs. A wide range of engineering and geoscience methods, including performance analysis, numerical simulation, well analogues and geologic studies, have been used to develop high confidence in estimated quantities.
Governance and assurance
Woodside has several processes designed to provide assurance for reserves reporting, including its Reserves and Resources Policy and Standards, reserves estimation guidance, annual staff training and minimum experience levels. In addition, Woodside has a dedicated and independent Corporate Reserves Team (CRT) that provides oversight and assurance of the reserves assessments and reporting processes. Reserves are estimated by staff in teams directly responsible for development and production activities. These individuals are trained in the fundamentals of reserves reporting and are approved by the CRT on an annual basis. Reserves estimates are reviewed annually by the CRT to ensure technical quality, adherence to Woodside’s Reserves and Resources Policy and Standards and compliance with SEC reporting requirements. All reserves are reviewed and approved by Woodside’s Qualified Petroleum Reserves Evaluator and approved by senior management and Woodside’s Board prior to public reporting.
Qualified Petroleum Reserves Evaluator statement
The estimates of petroleum reserves are based on and fairly represent information and supporting documentation prepared by, or under the supervision of Mr. Benjamin Ziker, Woodside’s Vice President Reserves and Subsurface, who is a full-time employee of the company and a member of the Society of Petroleum Engineers. The Reserves Statement as a whole has been approved by Mr. Ziker. Mr. Ziker’s qualifications include a Bachelor of Science (Chemical Engineering) from Rice University (Houston, Texas, USA), and 26 years of relevant experience.
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Table 2: Proved developed and undeveloped reserves reconciliation (net Woodside share, three years ending 31 December 2024)
| Australia | International17 | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Natural gas |
NGLs |
Oil & |
Total | Natural |
NGLs |
Oil & |
Total |
Natural |
NGLs |
Oil & |
Total |
|||||||||||||||||||||||||||||||||||||
| Bcf | MMbbl | MMbbl | MMboe | Bcf | MMbbl | MMbbl | MMboe | Bcf | MMbbl | MMbbl | MMboe | |||||||||||||||||||||||||||||||||||||
| Reserves as at 31 December 2021 |
7,370.0 | 0.0 | 57.5 | 1,350.5 | 0.0 | 0.0 | 81.2 | 81.2 | 7,370.0 | 0.0 | 138.7 | 1,431.6 | ||||||||||||||||||||||||||||||||||||
| Acquisitions and divestments18 |
3,096.1 | 18.3 | 34.0 | 595.4 | 251.2 | 7.7 | 275.6 | 327.4 | 3,347.4 | 26.0 | 309.6 | 922.8 | ||||||||||||||||||||||||||||||||||||
| Extensions and discoveries19 |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||||||||||||||||||
| Revision of previous estimates20 |
682.3 | 3.6 | 12.3 | 135.6 | 112.0 | 2.1 | 45.2 | 66.9 | 794.3 | 5.7 | 57.5 | 202.5 | ||||||||||||||||||||||||||||||||||||
| Production |
-692.5 | -4.5 | -24.0 | -150.0 | -35.4 | -0.8 | -14.7 | -21.7 | -728.0 | -5.3 | -38.7 | -171.7 | ||||||||||||||||||||||||||||||||||||
| Reserves as at 31 December 2022 |
10,455.8 | 17.3 | 79.7 | 1,931.4 | 327.8 | 9.0 | 387.3 | 453.8 | 10,783.6 | 26.3 | 467.0 | 2,385.2 | ||||||||||||||||||||||||||||||||||||
| Acquisitions and divestments |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||||||||||||||||||
| Extensions and discoveries |
0.0 | 0.0 | 0.0 | 0.0 | 177.9 | 0.4 | 172.5 | 204.1 | 177.9 | 0.4 | 172.5 | 204.1 | ||||||||||||||||||||||||||||||||||||
| Revision of previous estimates |
308.6 | 2.2 | 15.4 | 71.8 | 35.6 | -0.6 | -15.6 | -9.9 | 344.3 | 1.6 | -0.2 | 61.8 | ||||||||||||||||||||||||||||||||||||
| Production |
-738.4 | -5.9 | -22.7 | -158.1 | -70.6 | -1.4 | -29.2 | -43.0 | -809.0 | -7.3 | -51.8 | -201.0 | ||||||||||||||||||||||||||||||||||||
| Reserves as at 31 December 2023 |
10,026.1 | 13.6 | 72.5 | 1,845.1 | 470.7 | 7.4 | 515.0 | 605.0 | 10,496.9 | 21.0 | 587.5 | 2,450.1 | ||||||||||||||||||||||||||||||||||||
| Acquisitions and divestments |
-1,841.3 | 0.0 | 0.0 | -323.0 | 0.0 | 0.0 | 0.0 | 0.0 | -1,841.3 | 0.0 | 0.0 | -323.0 | ||||||||||||||||||||||||||||||||||||
| Extensions and discoveries |
37.7 | 0.0 | 0.5 | 7.1 | 0.0 | 0.0 | 0.0 | 0.0 | 37.7 | 0.0 | 0.5 | 7.1 | ||||||||||||||||||||||||||||||||||||
| Revision of previous estimates |
108.6 | 4.3 | 11.1 | 34.4 | 25.8 | 0.2 | 8.6 | 13.4 | 134.4 | 4.5 | 19.8 | 47.9 | ||||||||||||||||||||||||||||||||||||
| Production |
-714.2 | -5.1 | -20.7 | -151.1 | -63.5 | -1.6 | -42.5 | -55.2 | -777.8 | -6.7 | -63.2 | -206.3 | ||||||||||||||||||||||||||||||||||||
| Reserves as at 31 December 202421 |
7,616.9 | 12.8 | 63.4 | 1,412.5 | 433.0 | 6.0 | 481.2 | 563.2 | 8,049.9 | 18.9 | 544.6 | 1,975.7 | ||||||||||||||||||||||||||||||||||||
| Fuel included in 31 December 2024 reserves | 859.7 | 0.8 | 0.0 | 151.7 | 151.5 | 0.0 | 0.0 | 26.6 | 1,011.2 | 0.8 | 0.0 | 178.2 | ||||||||||||||||||||||||||||||||||||
| Proved developed and undeveloped reserves |
|
|||||||||||||||||||||||||||||||||||||||||||||||
| Proved developed reserves |
||||||||||||||||||||||||||||||||||||||||||||||||
| as at 31 December 2021 |
1,744.5 | 0.0 | 50.2 | 356.3 | 0.0 | 0.0 | 0.0 | 0.0 | 1,744.5 | 0.0 | 50.2 | 356.3 | ||||||||||||||||||||||||||||||||||||
| as at 31 December 2022 |
2,722.6 | 16.7 | 73.3 | 567.6 | 202.5 | 5.9 | 161.0 | 202.4 | 2,925.1 | 22.5 | 234.3 | 770.0 | ||||||||||||||||||||||||||||||||||||
| as at 31 December 2023 |
2,361.3 | 12.6 | 67.9 | 494.8 | 220.8 | 6.1 | 198.0 | 242.8 | 2,582.1 | 18.7 | 266.0 | 737.7 | ||||||||||||||||||||||||||||||||||||
| as at 31 December 2024 |
1,748.5 | 12.4 | 58.4 | 377.6 | 246.5 | 5.0 | 281.0 | 329.2 | 1,995.0 | 17.4 | 339.4 | 706.8 | ||||||||||||||||||||||||||||||||||||
| Proved undeveloped reserves |
||||||||||||||||||||||||||||||||||||||||||||||||
| as at 31 December 2021 |
5,625.5 | 0.0 | 7.2 | 994.2 | 0.0 | 0.0 | 81.2 | 81.2 | 5,625.5 | 0.0 | 88.4 | 1,075.3 | ||||||||||||||||||||||||||||||||||||
| as at 31 December 2022 |
7,733.2 | 0.7 | 6.4 | 1,363.8 | 125.2 | 3.1 | 226.3 | 251.4 | 7,858.5 | 3.8 | 232.8 | 1,615.2 | ||||||||||||||||||||||||||||||||||||
| as at 31 December 2023 |
7,664.9 | 1.0 | 4.6 | 1,350.3 | 249.9 | 1.3 | 317.0 | 362.2 | 7,914.7 | 2.3 | 321.6 | 1,712.5 | ||||||||||||||||||||||||||||||||||||
| as at 31 December 2024 |
5,868.4 | 0.4 | 5.0 | 1,034.9 | 186.5 | 1.1 | 200.2 | 234.0 | 6,054.9 | 1.5 | 205.2 | 1,268.9 | ||||||||||||||||||||||||||||||||||||
Small differences due to rounding
2024 proved undeveloped reserves
At 31 December 2024, Woodside’s remaining proved undeveloped reserves were 1,268.9 MMboe, representing a decrease of 443.6 MMboe from the 1,712.5 MMboe as at 31 December 2023 (Table 3).
Following completion of the sales of 10.0% and 15.1% non-operating participating interest in the Scarborough Joint Venture in March 2024 and October 2024, respectively, Woodside’s proved undeveloped reserves decreased by 323.0 MMboe.
In 2024, 132.6 MMboe of proved undeveloped reserves were transferred to proved developed reserves with start-up of development wells in Sangomar (94.5 MMboe), Mad Dog and Atlantis (24.0 MMboe), and compression projects at Bass Strait (9.3 MMboe) and Macedon (4.9 MMboe).
20
Revisions of previous estimates resulted in proved undeveloped reserves increases of 5.0 MMboe. Technical updates at Greater Pluto resulted in proved undeveloped reserves increases of 20.7 MMboe, primarily due to production acceleration and onshore facility limits. Initial field performance and technical updates at Mad Dog and strong base performance at Julimar-Brunello in Australia contributed to proved undeveloped reserves decreases of 12.4 MMboe and 7.4 MMboe, respectively. The final investment decision and approval of multiple development opportunities in the United States and Australia, and minor development plan changes in the United States, resulted in proved undeveloped reserves increases of 5.2 MMboe.
The final investment decision on a single well development in Greater Pluto (Xena-3) resulted in extensions of proved undeveloped reserves of 7.1 MMboe.
Only undeveloped reserves in Julimar-Brunello have remained undeveloped for longer than five years from the dates they were initially reported and are expected to be developed in a phased manner to meet long-term contractual commitments. The project is included in the company business plan, demonstrating the intent to proceed with the development.
As of 31 December 2024, approximately 88% of Woodside’s proved undeveloped reserves are scheduled to be developed within five years of initial disclosure. The remaining proved undeveloped reserves (approximately 12%) are associated with large and complex capital investment projects, which are scheduled to be developed beyond five years from initial disclosure primarily due to facility ullage constraints and scheduled offshore drilling campaigns. Woodside is committed to these projects and continues to actively progress the development of these volumes.
During 2024, Woodside incurred approximately US$4.0 billion progressing the transfer of proved undeveloped reserves for projects where development status was achieved in 2024 or is expected to be achieved when development is completed in the future.
2023 proved undeveloped reserves
At 31 December 2023, Woodside’s remaining proved undeveloped reserves were 1,712.5 MMboe, representing an increase of 97.2 MMboe from the 1,615.2 MMboe as at 31 December 2022 (Table 3).
Extensions and discoveries increased proved undeveloped reserves by 204.1 MMboe following the final investment decision and regulatory approval of the field development plan at Trion, and approval of the Mad Dog Southwest Extension project.
In 2023, 87.7 MMboe of proved undeveloped reserves were transferred to proved developed reserves with start-up of development wells in Mad Dog Phase 2 (56.0 MMboe), Shenzi North (10.5 MMboe), Atlantis (8.7 MMboe), and Pyrenees (1.1 MMboe), and completion of offshore Pluto water handling (11.3 MMboe). Technical studies and performance resulted in a 3.4 MMboe decrease to proved undeveloped reserves. The effect of commodity prices relative to 2022 resulted in a 15.8 MMboe reduction to proved undeveloped reserves at Sangomar.
Only undeveloped reserves in Julimar-Brunello have remained undeveloped for longer than five years from the dates they were initially reported and are expected to be developed in a phased manner to meet long-term contractual commitments. The project is included in the company business plan, demonstrating the intent to proceed with the development.
As of 31 December 2023, approximately 89% of Woodside’s proved undeveloped reserves are scheduled to be developed within five years of initial disclosure. The remaining proved undeveloped reserves (approximately 11%) are associated with large and complex capital investment projects, which are scheduled to be developed beyond five years from initial disclosure primarily due to facility ullage constraints and scheduled offshore drilling campaigns. Woodside is committed to these projects and continues to actively progress the development of these volumes.
During 2023, Woodside incurred approximately $4.7 billion progressing the transfer of proved undeveloped reserves for projects where development status was achieved in 2023 or is expected to be achieved when development is completed in the future.
2022 proved undeveloped reserves
At 31 December 2022, Woodside’s remaining proved undeveloped reserves were 1,615.2 MMboe, which is roughly 68% of the total remaining proved reserves of 2,385.2 MMboe (Table 3). This represents an increase in proved undeveloped reserves of 539.9 MMboe from the 1,075.3 MMboe as at 31 December 2021. The largest element of this increase was a 529.7 MMboe increase as a result of the acquisition of the Acquired Assets.
During 2022, a total of 54.0 MMboe proved undeveloped reserves were transferred to proved developed reserves through development activities primarily in the following projects: Greater Western Flank Phase 3 and Lambert Deep developments at North West Shelf in Australia (20.5 MMboe), infill well (XNA02) to support ongoing production from the Pluto LNG Project in Australia (15.8 MMboe), and multiple development opportunities at Shenzi in the United States including installation and commissioning of subsea multiphase pumping and well completions (17.1 MMboe).
21
Development plan changes in Sangomar and Julimar-Brunello Phase 3 resulted in increases to proved undeveloped reserves of 24.7 MMboe and 4.1 MMboe, respectively. Favourable commodity prices resulted in an increase of 15.5 MMboe in proved undeveloped reserves. Additionally, a net increase of 19.9 MMboe in proved undeveloped reserves occurred due to positive revisions in Scarborough21 and Bass Strait partially offset by negative revisions due to technical studies and performance at Pluto and Julimar-Brunello.
During 2022, Woodside incurred approximately $3.5 billion progressing the transfer of proved undeveloped reserves for projects where development status was achieved in 2022 or is expected to be achieved when development is completed in the future.
Table 3: Proved undeveloped reserves reconciliation (net Woodside share, three years ending 31 December 2024)
| MMboe | 2024 | 2023 | 2022 | |||||||||
| Proved undeveloped opening balance |
1,712.5 | 1,615.2 | 1,075.3 | |||||||||
| Extensions and discoveries |
7.1 | 204.1 | 0.0 | |||||||||
| Transfers to proved developed reserves |
-132.6 | -87.7 | -54.0 | |||||||||
| Revision of previous estimates |
5.0 | -19.2 | 64.2 | |||||||||
| Performance, technical studies, and other |
-0.2 | -3.4 | 19.9 | |||||||||
| Development plan changes |
5.2 | 0.0 | 28.8 | |||||||||
| Price |
0.0 | -15.8 | 15.5 | |||||||||
| Acquisitions and divestments |
-323.0 | 0.0 | 529.7 | |||||||||
| Proved undeveloped closing balance |
1,268.9 | 1,712.5 | 1,615.2 | |||||||||
Small differences due to rounding
Notes to the Reserves Statement
| 1. | Woodside is an Australian company listed on the Australian Securities Exchange and the New York Stock Exchange. Woodside reports its proved reserves in accordance with SEC regulations. These guidelines are also compliant with 2018 Society of Petroleum Engineers/World Petroleum Council/American Association of Petroleum Geologists/Society of Petroleum Evaluation Engineers Petroleum Resources Management System (SPE-PRMS). |
| 2. | ‘Production’ is the volume of natural gas, natural gas liquids (NGLs), condensate and oil produced during the period from 1 January to 31 December of the reporting year, and converted to ‘MMboe’ for the specific purpose of reserves reconciliation. The production volume figures in this Reserves Statement differ from the production volume figures reported in Woodside’s annual and quarterly reports, because the production volume figures reported in this Reserves Statement include all fuel consumed in operations but exclude 0.9 MMboe (2022), 1.1 MMboe (2023), and 1.2 MMboe (2024) in excess of reserves working interest percentage from Pluto non-operating participants processed via the Pluto-KGP Interconnector. Other small differences are due to rounding. |
| 3. | In this Reserves Statement, Woodside’s interests, including those in the North West Shelf Project Area and Julimar-Brunello, represent interests at the end of the reporting period. On 19 December 2024 Woodside issued an announcement entitled “Woodside Simplifies Portfolio and Unlocks Long-Term Value”, describing an asset swap with Chevron. The transaction would, if completed, result in changes to Woodside’s interests in the North West Shelf Project Area and Julimar-Brunello, effective as of 1 January 2024. Completion of the transaction is subject to customary conditions precedent, including Australian Competition and Consumer Commission and Foreign Investment Review Board clearances and other applicable State and Federal and regulatory approvals, relevant third-party consents and pre-emption rights of the continuing joint venture participants. The transaction is also subject to the completion of Julimar Phase 3 Project execution and handover which is expected in 2026, and the completion of certain ongoing abandonment activities. |
| 4. | For offshore oil projects, the reference point is defined as the outlet of the floating production storage and offloading facility (FPSO) or platform, while for the onshore gas projects the reference point is defined as the outlet of the downstream (onshore) gas processing facility. |
| 5. | ‘Reserves’ are estimated quantities of petroleum that have been demonstrated to be producible from known accumulations in which the company has a material interest from a given date forward, at commercial rates, under presently anticipated production methods, operating conditions, prices, and costs. Woodside reports reserves inclusive of all fuel consumed in operations. Proved reserves are estimated and reported in accordance with SEC regulations which are also compliant with SPE-PRMS guidelines. SEC-compliant proved reserves estimates use a more restrictive, rules-based approach and are generally lower than estimates prepared solely in accordance with SPE-PRMS guidelines due to, among other things, the requirement to use commodity prices based on the average of first of month prices during the 12-month period in the reporting company’s fiscal year. |
| 6. | All proved reserves estimates have been estimated using deterministic methods and reported on a net interest basis in accordance with the SEC regulations and have been determined in accordance with SEC Rule 4-10(a) of Regulation S-X. Unless otherwise stated, all petroleum estimates reported at the company or region level are aggregated by arithmetic summation by category. The aggregated proved reserves may be a conservative estimate due to the portfolio effects of arithmetic summation. |
| 7. | ‘Natural gas’ is defined as the gas product associated with liquefied natural gas (LNG) and pipeline gas. Liquid volumes of crude oil, condensate and NGLs are reported separately. |
22
| 8. | ‘Natural gas liquids’ or ‘NGLs’ is defined as the product associated with liquified petroleum gas (LPG) and consists of propane, butane, and ethane - individually or as a mixture. |
| 9. | ‘Total’ includes fuel consumed in operations. |
| 10. | ‘Bcf’ means billions (109) of cubic feet of gas at standard oilfield conditions of 14.696 psi (101.325 kPa) and 60 degrees Fahrenheit (15.56 degrees Celsius). |
| 11. | ‘MMbbl’ means millions (106) of barrels of NGLs, oil and condensate at standard oilfield conditions of 14.696 psi (101.325 kPa) and 60 degrees Fahrenheit (15.56 degrees Celsius). |
| 12. | ‘MMboe’ means millions (106) of barrels of oil equivalent. Natural Gas volumes are converted to oil equivalent volumes via a constant conversion factor, which for Woodside is 5.7 Bcf of dry gas per 1 MMboe. Volumes of NGLs, oil and condensate are converted from MMbbl to MMboe on a 1:1 ratio. |
| 13. | ‘Proved reserves’ are those quantities of crude oil, condensate, natural gas and NGLs that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs and under existing economic conditions, operating methods, operating contracts, and government regulations. Proved reserves are estimated and reported on a net interest basis in accordance with the SEC regulations and have been determined in accordance with SEC Rule 4-10(a) of Regulation S-X. |
| 14. | ‘Developed reserves’ are those reserves that are producible through currently existing completions and installed facilities for treatment, compression, transportation and delivery, using existing operating methods and standards. |
| 15. | ‘Undeveloped reserves’ are those reserves for which wells and facilities have not been installed or executed but are expected to be recovered through future significant investments. |
| 16. | The estimation of material additions to proved reserves was developed through the utilization of available well and reservoir information. This included, but not limited to, well logs, well test data, core data and analyses, seismic data, pressure data, PVT data, and geologic data. This information formed the basis for a range of engineering and geoscience analyses, including numerical simulation, uncertainty studies, analogue benchmarking, and geologic and petrophysical studies. |
| 17. | ‘International’ consists of Trinidad and Tobago, Senegal, Mexico, and the United States, none of which individually accounts for 15% or more of Woodside’s total proved reserves as of 31 December 2024. The United States accounts for the largest percentage of proved reserves within the ‘International’ segment. In reporting years 2022, 2023, and 2024, the United States accounted for 325.3 MMboe (14%), 291.6 MMboe (12%), and 249.7 MMboe (13%) of Woodside’s total proved reserves, respectively. |
| 18. | ‘Acquisitions and divestments’ are revisions that represent changes (either upward or downward) in previous estimates of reserves which result from either purchase or sale of interests and/or execution of contracts conveying entitlement. |
| 19. | ‘Extensions and discoveries’ represent additions to reserves that result from increased areal extensions of previously discovered fields demonstrated to exist subsequent to the original discovery and/or discovery of reserves in new fields or new reservoirs in old fields. |
| 20. | ‘Revision of previous estimates’ are changes (either upward or downward) in previous estimates of reserves, resulting from new information normally obtained from development drilling and production history, or resulting from a change in economic factors. |
| 21. | Scarborough proved undeveloped reserves as at 31 December 2024 are 5,494.7 Bcf (964.0 MMboe). Development activities are underway. In this Reserves Statement, Scarborough estimates are based on 74.9% interest in the Scarborough Joint Venture. |
23
Supplementary oil and gas information pursuant to FASB Topic 932
The following information is reported pursuant to Financial Accounting Standards Board (FASB) Accounting Standard Codification ‘Extractive Activities-Oil and Gas’ (Topic 932) and SEC requirements set out in Subpart 1200 of Regulation S-K.
Reserves
Proved oil and gas reserves information is included above under the heading “Reserves Statement”.
Capitalised costs relating to oil and gas production activities
The following table shows the aggregate capitalised costs related to oil and gas exploration and production activities and the related accumulated depreciation, depletion, amortisation and valuation provisions.
| Australia | International | Total | ||||||||||
| US$m | US$m | US$m | ||||||||||
| 2024 |
||||||||||||
| Unproved properties |
1,358 | 895 | 2,253 | |||||||||
| Proved properties1 |
54,189 | 20,032 | 74,221 | |||||||||
| Total costs |
55,547 | 20,927 | 76,474 | |||||||||
| Less: Accumulated depreciation, depletion, amortisation and valuation provisions |
(30,244 | ) | (5,936 | ) | (36,180 | ) | ||||||
| Net capitalised costs |
25,303 | 14,991 | 40,294 | |||||||||
|
|
||||||||||||
| 2023 |
||||||||||||
| Unproved properties |
1,193 | 1,109 | 2,302 | |||||||||
| Proved properties1 |
52,563 | 18,039 | 70,602 | |||||||||
| Total costs |
53,756 | 19,148 | 72,904 | |||||||||
| Less: Accumulated depreciation, depletion, amortisation and valuation provisions |
(27,548) | (3,994) | (31,542) | |||||||||
| Net capitalised costs |
26,208 | 15,154 | 41,362 | |||||||||
| 2022 |
||||||||||||
| Unproved properties |
1,154 | 1,834 | 2,988 | |||||||||
| Proved properties1 |
49,190 | 15,546 | 64,736 | |||||||||
| Total costs |
50,344 | 17,380 | 67,724 | |||||||||
| Less: Accumulated depreciation, depletion, amortisation and valuation provisions |
(24,353) | (2,491) | (26,844) | |||||||||
| Net capitalised costs |
25,991 | 14,889 | 40,880 | |||||||||
| 1. | Proved properties include the fair value ascribed to future phases of certain projects acquired through business combinations. |
24
Costs incurred relating to oil and gas property acquisition, exploration and development activities
The following table shows the costs incurred related to oil and gas property acquisition, exploration and development activities (expensed and capitalised). Amounts shown include interest capitalised.
| Australia | International | Total | ||||||||||
| US$m | US$m | US$m | ||||||||||
| 2024 |
||||||||||||
| Acquisitions of proved property |
- | - | - | |||||||||
| Acquisitions of unproved property |
- | - | - | |||||||||
| Exploration1 |
61 | 358 | 419 | |||||||||
| Development2 |
3,072 | 1,714 | 4,786 | |||||||||
| Total costs3 |
3,133 | 2,072 | 5,205 | |||||||||
| 2023 |
||||||||||||
| Acquisitions of proved property |
- | - | - | |||||||||
| Acquisitions of unproved property |
- | - | - | |||||||||
| Exploration1 |
103 | 420 | 523 | |||||||||
| Development |
3,315 | 2,124 | 5,439 | |||||||||
| Total costs3 |
3,418 | 2,544 | 5,962 | |||||||||
| 2022 |
||||||||||||
| Acquisitions of proved property |
8,488 | 11,098 | 19,586 | |||||||||
| Acquisitions of unproved property |
- | 180 | 180 | |||||||||
| Exploration1 |
39 | 541 | 580 | |||||||||
| Development |
2,365 | 1,740 | 4,105 | |||||||||
| Total costs3 |
10,892 | 13,559 | 24,451 | |||||||||
| 1. | Represents gross exploration expenditure, including capitalised exploration expenditure, geological and geophysical expenditure and development evaluation costs charged to income as incurred. |
| 2. | Total development costs includes $4,403 million of expenditure and $383 million of capitalised interest in 2024. |
| 3. | Total costs include $4,885 million (2023: $5,683 million, 2022: $23,991 million) capitalised during the year. |
Results of operations from oil and gas production activities
| Australia US$m |
International US$m |
Total US$m |
||||||||||
| 2024 |
||||||||||||
| Oil and gas revenue |
8,276 | 3,412 | 11,688 | |||||||||
| Production costs |
(1,147 | ) | (579 | ) | (1,726 | ) | ||||||
| Exploration expenses |
(47 | ) | (282 | ) | (329 | ) | ||||||
| Depreciation, depletion, amortisation and valuation provision1 |
(2,679 | ) | (1,857 | ) | (4,536 | ) | ||||||
| Production taxes2 |
(287 | ) | (29 | ) | (316 | ) | ||||||
| Accretion expense3 |
(223 | ) | (66 | ) | (289 | ) | ||||||
| Income taxes |
(1,140 | ) | (249 | ) | (1,389 | ) | ||||||
| Royalty-related taxes4 |
(91 | ) | - | (91 | ) | |||||||
| Results of oil and gas producing activities5 |
2,662 | 350 | 3,012 | |||||||||
| 2023 |
||||||||||||
| Oil and gas revenue |
9,699 | 2,564 | 12,263 | |||||||||
| Production costs |
(1,396) | (402) | (1,798) | |||||||||
| Exploration expenses |
(55) | (299) | (354) | |||||||||
| Depreciation, depletion, amortisation and valuation provision1 |
(3,288) | (2,555) | (5,843) | |||||||||
| Production taxes2 |
(363) | (29) | (392) | |||||||||
| Accretion expense3 |
(179) | (58) | (237) | |||||||||
| Income taxes |
(1,449) | - | (1,449) | |||||||||
| Royalty-related taxes4 |
(367) | - | (367) | |||||||||
| Results of oil and gas producing activities5 |
2,602 | (779) | 1,823 | |||||||||
| 2022 |
||||||||||||
| Oil and gas revenue |
12,453 | 1,575 | 14,028 | |||||||||
| Production costs |
(1,277) | (353) | (1,630) | |||||||||
| Exploration expenses |
(20) | (440) | (460) | |||||||||
| Depreciation, depletion, amortisation and valuation provision1 |
(1,476) | (460) | (1,936) | |||||||||
| Production taxes2 |
(429) | (16) | (445) | |||||||||
| Accretion expense3 |
(85) | (23) | (108) | |||||||||
| Income taxes |
(2,707) | (151) | (2,858) | |||||||||
| Royalty-related taxes4 |
(501) | - | (501) | |||||||||
| Results of oil and gas producing activities5 |
5,958 | 132 | 6,090 | |||||||||
| 1. | Includes valuation provision recognition of nil (2023: a valuation provision recognition of $1,917 million; 2022: reversal of $900 million). |
| 2. | Includes royalties and excise duty. |
| 3. | Represents the unwinding of the discount on the closure and rehabilitation provision. |
| 4. | Includes petroleum resource rent tax and petroleum revenue tax where applicable. Excludes deferred tax (benefit)/expense of $(487) million (2023: $531 million; 2022: $(814) million). |
| 5. | This table reflects the results of our oil and gas activities as reported in note A.1 Segment revenue and expenses in “Item 18. Financial Statements” of this 2024 Form 20-F. Other income, other expenses, general and administrative costs and amounts relating to the marketing and new energy/corporate segments within the note are excluded. |
25
Standardised measure of discounted future net cash flows relating to proved oil and gas reserves (standardised measure)
The following tables set out the standardised measure of discounted future net cash flows, and changes therein, related to the Group’s estimated proved reserves as presented in the Reserves Statement, and should be read in conjunction with that disclosure. See “Item 4: Information on the Company” of this 2024 Form 20-F.
The analysis is prepared in compliance with FASB Oil and Gas Disclosure requirements, applying certain prescribed assumptions under Topic 932 including the use of unweighted average first-day-of-the-month prices for the previous 12-months, year-end cost factors, currently enacted tax rates and an annual discount factor of 10% to year-end quantities of net proved reserves.
Certain key assumptions prescribed under Topic 932 are arbitrary in nature and may not prove to be accurate. The reserve estimates on which the Standard measure is based are subject to revision as further technical information becomes available or economic conditions change.
Discounted future net cash flows like those shown below are not intended to represent estimates of fair value. An estimate of fair value would also take into account, among other things, the expected recovery of reserves in excess of proved reserves, anticipated future changes in commodity prices, exchange rates, development and production costs as well as alternative discount factors representing the time value of money and adjustments for risk inherent in producing oil and gas.
Woodside standardised measure year ended 31 December
| Australia US$m |
International US$m |
Total US$m |
||||||||||
| 2024 |
||||||||||||
| Future cash inflows |
67,576 | 37,800 | 105,376 | |||||||||
| Future production costs |
(24,198) | (11,150) | (35,348) | |||||||||
| Future development costs1 |
(9,350) | (6,766) | (16,116) | |||||||||
| Future income taxes |
(11,631) | (4,776) | (16,407) | |||||||||
| Future net cash flows |
22,397 | 15,108 | 37,505 | |||||||||
| Discount at 10% per annum |
(8,157) | (6,493) | (14,650) | |||||||||
| Standardised measure |
14,240 | 8,615 | 22,855 | |||||||||
| 2023 |
||||||||||||
| Future cash inflows |
114,168 | 41,307 | 155,475 | |||||||||
| Future production costs |
(31,945) | (11,344) | (43,289) | |||||||||
| Future development costs1 |
(10,758) | (8,216) | (18,974) | |||||||||
| Future income taxes |
(27,527) | (5,375) | (32,902) | |||||||||
| Future net cash flows |
43,938 | 16,372 | 60,310 | |||||||||
| Discount at 10% per annum |
(20,024) | (8,133) | (28,157) | |||||||||
| Standardised measure |
23,914 | 8,239 | 32,153 | |||||||||
| 2022 |
||||||||||||
| Future cash inflows |
197,194 | 38,256 | 235,450 | |||||||||
| Future production costs |
(31,157) | (9,698) | (40,855) | |||||||||
| Future development costs1 |
(12,259) | (4,487) | (16,746) | |||||||||
| Future income taxes |
(62,182) | (4,823) | (67,005) | |||||||||
| Future net cash flows |
91,596 | 19,248 | 110,844 | |||||||||
| Discount at 10% per annum |
(48,924) | (7,777) | (56,701) | |||||||||
| Standardised measure |
42,672 | 11,471 | 54,143 | |||||||||
| 1. | Future development costs include decommissioning. |
26
Changes in standardised measure are presented in the following table.
| 2024 | 2023 | 2022 | ||||||||||
| US$m | US$m | US$m | ||||||||||
| Changes in the standardised measure |
||||||||||||
| Standardised measure at the beginning of the year |
32,153 | 54,143 | 15,737 | |||||||||
| Revisions: |
||||||||||||
| Prices, net of production costs |
(12,139) | (41,132) | 22,558 | |||||||||
| Changes in future development costs |
(2,695) | (2,288) | (873) | |||||||||
| Revisions of reserves quantity estimates |
1,848 | 3,156 | 5,898 | |||||||||
| Accretion of discount |
4,496 | 8,039 | 4,051 | |||||||||
| Changes in production timing and other |
662 | (707) | 2,371 | |||||||||
| Sales of oil and gas, net of production costs |
(9,963) | (10,500) | (10,202) | |||||||||
| Acquisitions of reserves-in-place |
- | - | 28,309 | |||||||||
| Sales of reserves-in-place |
(3,492) | - | - | |||||||||
| Previously estimated development costs incurred |
5,061 | 5,276 | 3,339 | |||||||||
| Extensions, discoveries and improved recoveries, net of future costs |
160 | 1,174 | - | |||||||||
| Changes in future income taxes |
6,764 | 14,992 | (17,045) | |||||||||
| Standardised measure at the end of the year |
22,855 | 32,153 | 54,143 | |||||||||
Changes in reserves quantities are shown in the Reserves Statement in “Item 4. Information on the Company” of this 2024 Form 20-F.
Accounting for suspended exploratory well costs
Expenditure on exploration and evaluation is accounted for in accordance with the area of interest method. Areas of interest are based on a geographical area for which the rights of tenure are current. All exploration and evaluation expenditure, including general permit activity, geological and geophysical costs, and new venture activity costs is expensed as incurred except for the following:
| • | where the expenditure relates to an exploration discovery for which the assessment of the existence or otherwise of economically recoverable hydrocarbons is not yet complete; or |
| • | where the expenditure is expected to be recouped through successful exploitation of the area of interest, or alternatively, by its sale. |
The costs of acquiring interests in new exploration and evaluation licences are capitalised. The costs of drilling exploration wells are initially capitalised pending the results of the well. Costs are expensed where the well does not result in the successful discovery of economically recoverable hydrocarbons and the recognition of an area of interest. Subsequent to the recognition of an area of interest, all further evaluation costs relating to that area of interest are capitalised.
Upon approval for the commercial development of an area of interest, accumulated expenditure for the area of interest is transferred to property, plant and equipment.
In the consolidated statement of cash flows, those cash flows associated with capitalised exploration and evaluation expenditure, including unsuccessful wells, are classified as cash flows used in investing activities.
27
The following table provides the changes to the capitalised exploratory well costs that were pending the determination of proved reserves for the three years ended 31 December 2024, 31 December 2023 and 31 December 2022.
| 2024 | 2023 | 2022 | ||||||||||
| US$m | US$m | US$m | ||||||||||
| Movement in capitalised exploratory well costs1 |
||||||||||||
| At the beginning of the year |
668 | 807 | 614 | |||||||||
| Acquisitions to the capitalised exploratory well costs pending the determination of proved reserves |
- | - | 180 | |||||||||
| Additions to the capitalised exploratory well costs pending the determination of proved reserves |
90 | 169 | 111 | |||||||||
| Capitalised exploratory well costs expensed2 |
(8) | (4) | (62) | |||||||||
| Capitalised exploratory well costs reclassified to wells, equipment and facilities based on the determination of proved reserves |
(29) | (304) | (36) | |||||||||
| Sale of suspended wells |
- | - | - | |||||||||
| At the end of the year |
721 | 668 | 807 | |||||||||
| 1. | Suspended exploratory well costs represent capitalised exploration, evaluation and permit acquisition costs. |
| 2. | Includes amortisation of licence acquisition costs. |
28
The following table provides an ageing of capitalised exploratory well costs, based on the date the drilling was completed, and the number of projects for which exploratory well costs has been capitalised for a period greater than one year since the completion of drilling.
Exploration activity typically involves drilling multiple wells, over a number of years, to fully evaluate and appraise a project. The term “project” as used in this disclosure refers primarily to individual wells and associated exploratory activities.
| 2024 | 2023 | 2022 | ||||||||||
| US$m | US$m | US$m | ||||||||||
| Ageing of capitalised exploratory well costs |
||||||||||||
| Exploratory well costs capitalised for a period of one year or less |
97 | 71 | 124 | |||||||||
| Exploratory well costs capitalised for a period greater than one year |
624 | 597 | 683 | |||||||||
| At the end of the year |
721 | 668 | 807 | |||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Number of projects that have been capitalised for a period greater than one year1 |
7 | 12 | 21 | |||||||||
| 1. | 2023 has been restated. |
29
| C. | Organizational Structure |
See “Item 18. Financial Statements” of this 2024 Form 20-F.
Exhibit 8.1 to this 2024 Form 20-F is incorporated herein by reference.
| D. | Property, Plant and Equipment |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 1.5: Global portfolio from pages 14-15 |
| • | Section 3: Our Business from pages 26-42 |
| • | NPAT reconciliation in Section 6.3: Additional disclosures on page 228 |
| • | Section 6.5: Asset facts from pages 246-249. |
See “Item 18. Financial Statements” of this 2024 Form 20-F.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The financial statements of Woodside have been prepared in accordance with the requirements of the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. See “Item 18. Financial Statements” of this 2024 Form 20-F. See also “Use and reconciliation of Non-IFRS Financial Measures” for further information concerning non-IFRS financial measures presented in this 2024 Form 20-F.
| A. | Operating Results |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 1: Overview from pages 6-15 |
| • | Section 2: Strategy and Financial Performance from pages 16-25 |
| • | Section 3: Our Business from pages 26-42 |
| • | Government regulations in Section 6.3: Additional disclosures from pages 230-236 |
| • | Material limitations in Section 6.3: Additional disclosures on page 236. |
See “Item 18. Financial Statements” of this 2024 Form 20-F.
THREE-YEAR FINANCIAL ANALYSIS
Three-Year Pricing Overview
Woodside’s results from operations are significantly influenced by global energy market conditions. In 2022 gas prices hit record highs driven by years of underinvestment and the supply shock caused by Russia’s invasion of Ukraine. In 2022 there was a significant increase in the scale of Woodside’s production portfolio, with the completion of the merger with BHP’s petroleum business on 1 June 2022. In 2023, prices declined, however remained above historic averages with the decline triggered by milder weather conditions and higher stock levels across Europe. Despite ongoing geopolitical events in 2024, energy prices were range bound. Supported by OPEC+ market management, dated Brent averaged $80/bbl and LNG prices dropped from the highs of 2022 as countries prioritised energy security and maintaining storage levels. However, uncertainty remains, particularly due to the ongoing conflict in Ukraine and geopolitical events in the Middle East.
30
Seasonality
Woodside’s revenue is exposed to commodity price fluctuations through the sale of hydrocarbons. Commodity pricing can be affected by seasonal energy demand movements in different markets.
| Financial results | 2024 US$m |
2023 US$m |
2022 US$m |
|||||||||
| Operating revenue |
13,179 | 13,994 | 16,817 | |||||||||
| Cost of sales |
(7,501 | ) | (7,519 | ) | (6,540 | ) | ||||||
| Gross profit |
5,678 | 6,475 | 10,277 | |||||||||
| Other income |
624 | 322 | 735 | |||||||||
| Other expenses |
(1,788 | ) | (1,573 | ) | (2,726 | ) | ||||||
| Impairment losses |
- | (1,917 | ) | - | ||||||||
| Impairment reversals |
- | - | 900 | |||||||||
| Profit before tax and net finance costs |
4,514 | 3,307 | 9,186 | |||||||||
| Net finance costs |
(145 | ) | (34 | ) | (12 | ) | ||||||
| Total tax expense |
(723 | ) | (1,551 | ) | (2,599 | ) | ||||||
| Profit after tax |
3,646 | 1,722 | 6,575 | |||||||||
| Attributable to equity holders of the parent |
3,573 | 1,660 | 6,498 | |||||||||
| Attributable to non-controlling interests |
73 | 62 | 77 | |||||||||
| Profit for the period |
3,646 | 1,722 | 6,575 | |||||||||
Woodside’s profit after tax attributable to equity holders of the parent increased to $3,573 million in 2024 from $1,660 million in 2023 and $6,498 million in 2022. Operating revenue of $13,179 million decreased by $815 million, or 6%, from 2023. The decrease was primarily due to lower average Brent, WTI, TTF, and JKM price markers, natural field decline at Bass Strait and NWS, Trinidad planned turnaround and reduced third-party trades. This decrease was partly offset by the start of production at Sangomar. Operating revenue decreased by $2,823 million, or 17%, from 2022 to 2023. The decrease was driven by lower average Brent, TTF and JKM price markers which was partly offset by an additional five months of production from BHP’s petroleum business acquired on 1 June 2022.
Cost of sales decreased by $18 million, or nil percent movement, to $7,501 million compared to 2023, primarily due to fewer external LNG trades and lower royalties, excise and levies driven by lower prices offset by cost of sales associated with Sangomar’s first production. Cost of sales increased by $979 million, or 15%, from 2022 to 2023. The increase was driven by an additional five months of activity from the assets acquired as part of the merger with BHP’s petroleum business.
Other income increased by $302 million, or 94%, to $624 million from 2023, primarily due to profit on the sell-down of non-operating interests in Scarborough to LNG Japan and JERA. Other income decreased by $413 million, or 56% from 2022 to 2023, primarily due to profit on the sell-down of Pluto Train 2 in 2022.
Other expenses increased by $215 million, or 14%, to $1,788 million from 2023, primarily due to a fair value reduction for an embedded derivative associated to urea and increased restoration provision estimates at closed sites partially offset by lower losses on hedging activities. Other expenses decreased by $1,153 million, or 42% from 2022 to 2023, primarily due to lower losses on hedging activities and the incurrence of merger transaction costs in 2022.
In 2024, there were no impairment losses, compared to an impairment loss totaling $1,917 million for the Shenzi, Wheatstone and Pyrenees assets in 2023. For more information on impairment refer to note B.4 Impairment of exploration and evaluation, property, plant and equipment and goodwill in “Item 18. Financial Statements” of this 2024 Form 20-F.
Net finance costs increased by $111 million, or 326%, from 2023, to $145 million. This was primarily due to reduced average cash in term deposits and higher debt drawdown. Net finance costs increased by $22 million, or 183%, from 2022 to 2023. This was primarily due to higher restoration accretion, driven by an additional five months activity from the assets acquired as part of the merger with BHP’s petroleum business, offset by higher interest rates on cash deposits.
Total tax expense comprises income tax and petroleum resource rent tax (PRRT). Income tax expense increased from 2023 to 2024 by $161 million, or 25%, to $814 million driven by higher taxable profit. PRRT was a $91 million benefit in 2024, up $989 million, or 110% from 2023 following the recognition of a PRRT deferred tax asset (DTA) at Pluto due to an increase in forecast assessable income due to higher prices. Income tax expense decreased from 2022 to 2023 primarily due to lower assessable income and the recognition of a DTA on the Trion FID. PRRT expense increased from 2022 to 2023 due to the partial de-recognition of the Pluto PRRT DTA.
31
VOLUMES, REALISED PRICES AND OPERATING REVENUES BY PRODUCT
The following describes movements in Woodside’s operating revenues including a discussion of production volumes, sales volumes and realised prices for the years ended 31 December 2024, 2023 and 2022.
| Units | 2024 | 2023 | 2022 | |||||||||||
| Production volumes1 |
||||||||||||||
| LNG |
Bcf |
487.3 | 505.0 | 485.1 | ||||||||||
| Pipeline gas |
Bcf |
219.6 | 226.3 | 163.0 | ||||||||||
| Crude oil and condensate |
MMbbl |
63.2 | 51.8 | 38.7 | ||||||||||
| NGLs |
MMbbl |
6.6 | 7.1 | 5.3 | ||||||||||
| Total production |
MMboe |
193.9 | 187.2 | 157.7 | ||||||||||
| Sales volumes |
||||||||||||||
| LNG |
Bcf |
547.8 | 595.7 | 550.6 | ||||||||||
| Pipeline gas |
Bcf |
215.5 | 225.7 | 161.9 | ||||||||||
| Crude oil and condensate |
MMbbl |
63.2 | 50.3 | 39.3 | ||||||||||
| NGLs |
MMbbl |
6.4 | 7.1 | 4.6 | ||||||||||
| Total sales volumes |
MMboe |
203.5 | 201.5 | 168.9 | ||||||||||
| Units | 2024 | 2023 | 2022 | |||||||||||
| Average realised prices |
||||||||||||||
| LNG |
$/Mcf |
11.7 | 13.7 | 20.5 | ||||||||||
| Pipeline gas |
$/Mcf |
6.3 | 6.1 | 8.4 | ||||||||||
| Crude oil and condensate |
$/bbl |
77.2 | 79.0 | 95.8 | ||||||||||
| NGLs |
$/bbl |
48.0 | 39.5 | 44.4 | ||||||||||
| Volume – weighted average |
$/boe |
63.6 | 68.6 | 98.4 | ||||||||||
| Operating revenue |
||||||||||||||
| LNG |
$m |
6,401 | 8,165 | 11,289 | ||||||||||
| Pipeline gas |
$m |
1,349 | 1,374 | 1,362 | ||||||||||
| Crude oil and condensate |
$m |
4,887 | 3,981 | 3,758 | ||||||||||
| NGLs |
$m |
306 | 281 | 206 | ||||||||||
| Other revenue |
$m |
236 | 193 | 202 | ||||||||||
| Operating revenue |
$m |
13,179 | 13,994 | 16,817 | ||||||||||
| 1. | Production volumes for 2024, 2023 and 2022 include 1.2 MMboe, 1.1 MMboe and 0.9 MMboe, respectively, of production from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector. |
| 2. | LNG and Pipeline gas volumes are converted to oil equivalent volumes via a constant conversion factor, which for Woodside is 5.7 billion cubic feet (bcf) of gas per 1 million barrel of oil equivalent (MMboe). Volumes of NGLs, oil and condensate are converted from MMbbl to MMboe on a 1:1 ratio. |
| 3. | Sales volumes for 2024, 2023 and 2022 include 12.3 MMboe, 15.6 MMboe and 14.7 MMboe, respectively, of purchased volumes sourced from third parties. These third-party volumes are primarily LNG cargoes purchased from Corpus Christi LNG through a long-term offtake agreement and from the spot market. Sales volumes also include feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector. |
| 4. | Sales volumes differ from production volumes primarily due to the timing of liftings and the exclusion of third-party purchased volumes. Average realised prices and operating revenue include third-party purchased volumes. |
LNG
Revenue from the sale of LNG in 2024 decreased by $1,764 million, or 22%, to $6,401 million for 2024 from 2023, primarily due to decreases in Brent, JCC JKM and TTF price markers and lower volumes due to NWS natural field decline.
Revenue from the sale of LNG in 2023 decreased by $3,124 million, or 28%, for 2023 from 2022, primarily due to decreasing gas price markers. Lower prices were partially offset by five additional months of increased volumes following the merger with BHP Petroleum.
Pipeline gas
Revenue from the sale of pipeline gas in 2024 decreased by $25 million, or 2%, to $1,349 million for 2024 from 2023, primarily due to Bass Strait natural field decline, planned turnaround and lower prices at Trinidad.
Revenue from the sale of pipeline gas in 2023 increased by $12 million, or 1%, to $1,374 million for 2023 from 2022, primarily due to five months of increased pipeline gas volumes as a result of the merger with BHP Petroleum offset by lower average prices.
Crude oil and condensate
Revenue from the sale of crude oil and condensate in 2024 increased by $906 million, or 23%, to $4,887 million for 2024 from 2023, primarily due to Sangomar first production.
Revenue from the sale of crude oil and condensate in 2023 increased by $223 million, or 6%, to $3,981 million for 2023 from 2022, due to five months of increased crude oil and condensate volumes as a result of the merger with BHP Petroleum, however was offset by lower average realised prices.
NGLs
Revenue from the sale of NGLs in 2024 increased by $25 million, or 9%, to $306 million for 2024 from 2023, due to higher traded volumes via third party purchases.
32
Revenue from the sale of NGLs in 2023 increased by $75 million, or 36%, to $281 million for 2023 from 2022, due to five months of increased NGLs volumes as a result of the merger with BHP Petroleum.
Other Revenue
Other revenue comprises of processing and services tariff revenue received from non-controlling interests and plant processing fees.
PERFORMANCE BY SEGMENT
Woodside has identified its operating segments based on the internal reports that are reviewed and used by the Chief Executive Officer in assessing performance and are based on the nature and geographical location of the related activity. For more information on our reportable segments, refer to note A.1 Segment revenue and expenses in “Item 18. Financial Statements” of this 2024 Form 20-F.
The disclosed operating segments in 2024 remain consistent to 2023 and 2022.
The performance of operating segments is evaluated based on profit before tax and net finance costs and is measured in accordance with Woodside’s accounting policies. Financing requirements, including cash and debt balances, finance income, finance costs and taxes for Woodside and its subsidiaries are managed at a Group level.
Australia
Detailed below is the financial and operating information for our Australian operations comparing 2024, 2023 and 2022.
| Key metric | Units | 2024 | 2023 | 2022 | ||||||||||
| Operating revenue |
$m |
8,541 | 9,802 | 12,299 | ||||||||||
| Profit before tax and net finance costs |
$m |
4,614 | 4,487 | 9,415 | ||||||||||
| Total production |
MMboe |
139.5 | 145.1 | 136.6 | ||||||||||
| Average realised prices |
||||||||||||||
| LNG |
$/Mcf |
11.0 | 13.4 | 19.0 | ||||||||||
| Pipeline gas |
$/Mcf |
7.1 | 6.8 | 8.3 | ||||||||||
| Crude oil and condensate |
$/bbl |
78.7 | 80.0 | 99.9 | ||||||||||
| Natural gas liquids |
$/bbl |
51.2 | 39.1 | 47.2 | ||||||||||
Financial results
Operating revenue of $8,541 million decreased by $1,261 million, or 13%, from 2023 primarily due to lower LNG realised prices and natural field decline of Bass Strait and NWS, partially offset by higher realised prices for pipeline gas and NGL, planned turnaround activities in 2023 and higher Wheatstone mitigation cargoes. Refer to ‘Three-Year Pricing Overview’ for more information.
Profit before tax and net finance costs of $4,614 million increased by $127 million, or 3%, from 2023 primarily due to pre-tax impairments incurred in 2023 and profit from the sale of non-operating interest in the Scarborough project, partially offset by lower prices.
Operating revenue decreased by $2,497 million, from 2022 to 2023 primarily due to lower realised prices and planned turnaround activities, partially offset by five additional months of increased volumes following the merger with BHP Petroleum. Refer to ‘Three-Year Pricing Overview’ for more information.
Profit before tax and net finance costs of $4,487 million decreased by $4,928 million, or 52%, from 2022 to 2023 primarily due to lower prices and the pre-tax impairment of Wheatstone and Pyrenees assets of $534 million.
Production
Production volumes for the Australia segment decreased by 5.6 MMboe in 2024 compared to 2023, primarily due to natural field decline at Bass Strait and NWS partially offset by absence of Pluto planned turnaround activities.
Production volumes for the Australia segment increased by 8.5 MMboe in 2023 compared to 2022, primarily due to strong reliability of Pluto, additional interconnector cargoes and five additional months of increased volumes following the merger with BHP Petroleum.
International
Financial and operating information for our international operations comparing 2024, 2023 and 2022 is detailed below.
| Key metric | Units | 2024 | 2023 | 2022 | ||||||||||
| Operating revenue |
$m |
3,405 | 2,549 | 1,570 | ||||||||||
| Profit/(loss) before tax and net finance costs |
$m |
601 | (808 | ) | 125 | |||||||||
| Total production |
MMboe |
54.4 | 42.1 | 21.1 | ||||||||||
| Average realised prices |
||||||||||||||
| Pipeline gas |
$/Mcf |
4.0 | 4.3 | 8.6 | ||||||||||
| Crude oil and condensate |
$/bbl |
75.3 | 76.8 | 88.7 | ||||||||||
| Natural gas liquids |
$/bbl |
24.8 | 21.1 | 31.3 | ||||||||||
33
Financial results
Operating revenue of $3,405 million in 2024 increased by $856 million in 2024 from 2023 primarily due to the start of production at Sangomar partially offset by planned turnaround and timing of crude lifts at Trinidad. For more information refer to note A.1 Segment revenue and expenses in “Item 18. Financial Statements” of this 2024 Form 20-F.
Profit before tax and net finance costs of $601 million increased by $1,409 million primarily due to the absence of pre-tax impairment of the Shenzi asset of $1,383 million.
Operating revenue of $2,549 million in 2023 increased by $979 million in 2023 from 2022 primarily due to five additional months of increased volumes following the merger with BHP Petroleum and the start of production at Argos in the United States.
Loss before tax and net finance costs of $808 million was primarily due to the pre-tax impairment of the Shenzi asset of $1,383 million.
Production
The International segment achieved an increase in production volumes of 12.3 MMboe in 2024 compared to 2023, primarily due to the start of production at Sangomar.
Production volumes for the International segment increased by 21 MMboe in 2023 compared to 2022 primarily due to five additional months of increased volumes following the merger with BHP Petroleum and the Argos asset starting production in April 2023.
Marketing
Financial and operating information for our marketing operations comparing 2024, 2023 and 2022 is detailed below.
| Key metric | Units | 2024 | 2023 | 2022 | ||||
| Operating revenue |
$m | 1,233 | 1,643 | 2,948 | ||||
| Profit before tax and net finance costs |
$m | 427 | 375 | 848 | ||||
| Average realised prices |
||||||||
| LNG |
$/Mcf | 12.1 | 13.4 | 29.0 | ||||
| Liquids |
$/boe | 61.5 | 78.9 | 165.6 | ||||
Financial results
Operating revenue of $1,233 million, decreased by $410 million, or 25%, from 2023 to 2024 primarily due to lower average realised price and fewer third-party trades.
Profit before tax and net finance costs of $427 million, increased by $52 million, or 14%, from 2023 to 2024 primarily due to higher volumes marketed and hedge gains partially offset by lower average realised price.
Operating revenue of $1,643 million, decreased by $1,305 million, or 44%, from 2022 to 2023 primarily due to lower average realised price and fewer third-party trades.
Profit before tax and net finance costs of $375 million, decreased by $473 million, or 56%, from 2022 to 2023 primarily due to lower average realised price.
New Energy/Corporate items
Financial information for our New Energy/Corporate items comparing 2024, 2023 and 2022 is detailed below.
| Key metric | Units | 2024 | 2023 | 2022 | ||||
| Loss before tax and net finance costs |
$m | (1,128) | (747) | (1,202) | ||||
Loss before tax and net finance costs of $1,128 million increased by $381 million, or 51%, from 2023 to 2024 primarily due to an embedded derivative fair value adjustment as a result of weaker urea forward curve and higher discount rate.
Loss before tax and net finance costs of $747 million decreased by $455 million, or 38%, from 2022 to 2023 primarily due to the absence of merger cost in 2023.
34
CAPITAL AND EXPLORATION EXPENDITURE
Woodside’s capital expenditures vary from year to year depending on the projects that it is undertaking, their stage of development and Woodside’s participating share in these projects.
Woodside’s exploration expenditures vary from year to year depending on its strategic priorities and the exploration projects which it undertakes.
For more information, refer to Notes B.1 Segment production and growth assets, B.2 Exploration and evaluation and B.3 Property, plant and equipment in “Item 18. Financial Statements” of this 2024 Form 20-F.
Capital and exploration expenditure is an alternative performance measure (APM) which is a non-IFRS measure that is unaudited. Woodside believes this non-IFRS measure provides useful performance information, however it should not be considered as an indication of, or as a substitute for, statutory measures as an indicator of actual operating performance (such as net profit after tax or net cash from operating activities) or any other measure of financial performance or position presented in accordance with IFRS. For more information on non-IFRS measures, including reconciliations to Woodside’s Financial Statements, refer to Alternative performance measures.
Capital and exploration expenditure geographical split1
| Units | 2024 | 2023 | 2022 | |||||
| Australia |
$m | 3,297 | 3,515 | 2,440 | ||||
| International2 |
$m | 2,351 | 2,588 | 2,093 | ||||
| Total |
$m | 5,648 | 6,103 | 4,533 | ||||
| 1. | Includes capital additions on other corporate spend. The 2022 amounts have been restated to be presented on the same basis. |
| 2. | Capital and exploration expenditure incurred in all other locations excluding Australia. |
Australian capital and exploration expenditure decreased by $218 million, or 6%, to $3,297 million from 2023 to 2024 primarily due to the sell down of non-operating interests in Scarborough partially offset by continued investment in Pluto Train 2 asset.
Australian capital and exploration expenditure increased by $1,075 million, or 44%, to $3,515 million from 2022 to 2023, primarily due to continued investment into the Scarborough and Pluto Train 2 assets.
International capital and exploration expenditure decreased by $237 million, or 9%, to $2,351 million from 2023 to 2024, primarily due to completion of the Sangomar project in 2024 and Argos in 2023, completion of Shenzi North in 2023 and less drilling activity at Atlantis partially offset by continued investment into the Trion asset.
International capital and exploration expenditure increased by $495 million, or 24%, to $2,588 million from 2022 to 2023, primarily due to continued investment into the Sangomar and Trion assets.
CASH FLOW ANALYSIS
The following section describes movements in Woodside’s cash flows for the years ending 31 December 2024, 2023 and 2022.
| 2024 $m |
2023 $m |
2022 $m |
||||
| Net cash from operating activities |
5,847 | 6,145 | 8,811 | |||
| Net cash used in investing activities |
(5,747) | (5,585) | (2,265) | |||
| Net cash from/(used in) financing activities |
2,101 | (5,000) | (3,364) | |||
| Net increase/(decrease) in cash |
2,201 | (4,440) | 3,182 | |||
Net cash from operating activities
Net cash from operating activities in 2024 decreased $298 million, or 5%, to $5,847 million from 2023, primarily due to higher payments for restoration ($358 million); return of collateral on Brent hedges in 2023 ($506 million); offset in part by lower settled hedge payments ($311 million) and lower income tax paid largely due to a balancing income tax payment in 2023 for record 2022 profits ($361 million).
Net cash from operating activities decreased $2,666 million, or 30%, to $6,145 million from 2022 to 2023, primarily due to lower EBITDA as a result of lower revenue driven by lower realised price; higher income tax and PRRT paid for record 2022 profits ($1,698 million); higher payments for restoration ($184 million); offset in part by return of collateral on Brent hedges versus payment in 2022 ($1,012 million); and higher receipts from interest ($156 million) due to higher interest rates from 2022 to 2023, despite reduction in deposits.
35
Net cash used in investing activities
Net cash used in investing activities in 2024 increased $162 million, or 3%, to $5,747 million from 2023, primarily due to the acquisition of Beaumont New Ammonia ($1,896 million) and Louisiana LNG ($1,042 million) offset in part by the Scarborough sell-downs to LNG Japan and JERA Scarborough Pty Ltd ($2,285 million).
Net cash used in investing activities increased $3,320 million, or 147%, to $5,585 million from 2022 to 2023, primarily due to investments in major projects at Scarborough, Sangomar and Trion. These new investments are intended to generate future operating cash flows and returns across the price cycle.
Net cash from/(used in) financing activities
Net cash from financing activities in 2024 increased $7,101 million, or 142%, to $2,101 million from 2023, primarily due to lower final prior year dividend paid to shareholders ($1,804 million) due to the record 2022 net profit after tax; issue of two series of unsecured bonds ($2,000 million); drawdown of syndicated term loan facilities ($1,650 million); drawdown of JBIC Facility ($1,000 million) and drawdown of bilateral facilities ($500 million).
Net cash used in financing activities increased $1,636 million, or 49%, to $5,000 million from 2022 to 2023, primarily due to higher final prior year dividend paid to shareholders ($1,695 million) due to the higher 2022 NPAT; and higher repayment of the principal portion of lease liabilities ($92 million) predominantly due to Sangomar.
| B. | Liquidity and capital resources |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 2.2: Capital management from pages 18-21 |
| • | Section 2.3: Financial overview from pages 22-23 |
| • | Exchange controls in Section 6.4: Shareholder statistics on pages 241-242 |
See Three-Year Financial Analysis in “Item 5.A Operating Results” of this 2024 Form 20-F.
See notes B.3, C and D.7 in “Item 18. Financial Statements” of this 2024 Form 20-F.
| C. | Research and development, Patents and Licences, etc. |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 3.7: New energy opportunities on pages 40-42 |
| • | Research and development in Section 4.2: Directors’ report on page 114. |
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| D. | Trend information |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 2.3: Financial overview from pages 22-23. |
See Three-Year Financial Analysis in “Item 5.A Operating Results” and “Item 18. Financial Statements” of this 2024 Form 20-F.
| E. | Critical Accounting Estimates |
Not Applicable.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
| A. | Directors and Senior Management |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 4.1.2: Board of directors from pages 90-98 |
| • | Section 4.1.3 Board Committees from pages 99-101 |
| • | Section 4.1.4 Executive Leadership Team from pages 102-103. |
| B. | Compensation |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 4.3: Remuneration Report from pages 117-144. |
| C. | Board Practices |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 4.1: Corporate Governance Statement from pages 87-116. |
| D. | Employees |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Employees in Section 6.3: Additional disclosures on page 228. |
| E. | Share Ownership |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 4.3: Remuneration Report from pages 117-144. |
See Note E.2 in “Item 18. Financial Statements” of this 2024 Form 20-F.
| F. | Disclosure of a registrant’s action to recover erroneously awarded compensation |
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| A. | Major shareholders |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 6.4: Shareholder statistics from pages 238-240. |
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| B. | Related Party Transactions |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 4.3: Remuneration Report from pages 117-144. |
See Note E.3 in “Item 18. Financial Statements” of this 2024 Form 20-F.
| C. | Interests of Experts and Counsel |
Not applicable.
ITEM 8. FINANCIAL INFORMATION
| A. | Consolidated Statements and Other Financial Information |
The information set forth under the following heading of the 2024 Annual Report is incorporated herein by reference:
| • | Capital management in Section 2.2: Capital management on page 18 |
| • | Summary of material legal proceedings in Section 6.3: Additional disclosures on page 236-237 |
| • | Dividend payments in Section 6.4: Shareholder statistics on page 240. |
See “Item 18. Financial Statements” of this 2024 Form 20-F.
| B. | Significant Changes |
See Note E.5 in “Item 18. Financial Statements” of this 2024 Form 20-F.
ITEM 9. THE OFFER AND LISTING
| A. | Offer and Listing Details |
The information set forth under the following heading of the 2024 Annual Report is incorporated herein by reference:
| • | Section 6.4: Shareholder statistics from pages 238-242. |
Exhibit 2.1 to this 2024 Form 20-F is incorporated herein by reference.
| B. | Plan of Distribution |
Not applicable.
| C. | Markets |
The information set forth under the following heading of the 2024 Annual Report is incorporated herein by reference:
| • | Section 6.4: Shareholder statistics from pages 238-242. |
| D. | Selling Shareholders |
Not applicable.
| E. | Dilution |
Not applicable.
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| F. | Expenses of the Issue |
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
| A. | Share Capital |
Not applicable.
| B. | Memorandum and Articles of Association |
Exhibit 2.1 to this 2024 Form 20-F is incorporated herein by reference.
| C. | Material Contracts |
Exhibits 4.1 and 4.2 to this 2024 Form 20-F are incorporated herein by reference.
| D. | Exchange controls |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Exchange Controls in Section 6.4: Shareholder statistics on pages 241-242. |
| E. | Taxation |
This section describes the material US and Australian income tax consequences to a US holder (as defined below) of owning shares or ADSs (together, “Woodside securities”). It applies to you only if you acquire your shares or ADSs and you hold your shares or ADSs as capital assets for tax purposes. This discussion addresses only US and Australian federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to you if you are a member of a special class of holders subject to special rules, including the following:
| • | a dealer in securities, |
| • | a trader in securities who elects to use a mark-to-market method of accounting for securities holdings, |
| • | a tax-exempt organisation, |
| • | a life insurance company, |
| • | a person who actually or constructively owns 10% or more of the combined voting power of our voting stock or of the total value of our stock, |
| • | a person who holds shares or ADSs as part of a straddle or a hedging or conversion transaction, |
| • | a person who purchases or sells shares or ADSs as part of a wash sale for tax purposes, |
| • | a person whose functional currency is not the US dollar. |
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the Convention between the United States of America and Australia (the “Treaty”). These authorities are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the deposit agreement will be performed in accordance with its terms.
You are a US holder if you are a beneficial owner of shares or ADSs and you are, for US federal income tax purposes:
| • | a citizen or resident of the United States, |
| • | a domestic corporation, |
| • | an estate whose income is subject to US federal income tax regardless of its source, |
| • | a trust if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust. |
If an entity or arrangement that is treated as a partnership for US federal income tax purposes holds the shares or ADSs, the US federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares or ADSs should consult their tax adviser with regard to the US federal income tax treatment of an investment in the shares or ADSs.
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You should consult your own tax advisor regarding the US federal, state and local and Australian federal tax consequences of owning and disposing of shares and ADSs in your particular circumstances. In particular, you should confirm whether you qualify for the benefits of the Treaty and the consequences of failing to do so.
In general, and taking into account the earlier assumptions, for US federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADRs.
Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to US federal income tax.
Material United States federal income tax consequences
The tax treatment of your shares or ADSs will depend in part on whether or not we are classified as a passive foreign investment company (PFIC), for US federal income tax purposes. Except as discussed below under Passive foreign investment company’ classification, this discussion assumes that we are not classified as such a company for US federal income tax purposes.
Taxation of distributions
Under the United States Federal income tax laws, the gross amount of any distribution we pay out of our current or accumulated earnings and profits (as determined for US federal income tax purposes), other than certain pro-rata distributions of our shares, will be treated as a dividend that is subject to US federal income taxation. If you are a non-corporate US holder, dividends that constitute qualified dividend income will be taxable to you at the preferential rates applicable to long-term capital gains provided that you hold the shares or ADSs for more than 60-days during the 121-day period beginning 60-days before the ex-dividend date and meet other holding period requirements.
Dividends we pay with respect to the shares or ADSs generally will be qualified dividend income provided that, in the year that you receive the dividend, we are eligible for the benefits of the Treaty. We believe that we are currently eligible for the benefits of the Treaty, and we therefore expect that dividends on the shares and ADS will be qualified dividend income, but there can be no assurance that we will continue to be eligible for the benefits of the Treaty.
You must include any Australian tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. The dividend is taxable to you when you, in the case of shares, or the Depositary, in the case of ADSs, receive the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. The amount of the dividend distribution that you must include in your income will be the US dollar value of the Australian dollar payments made, determined at the spot A$/US$ rate on the date the dividend is distributed, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is distributed to the date you convert the payment into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non- taxable return of capital to the extent of your basis in the shares or ADSs and thereafter as capital gain. However, we do not expect to calculate earnings and profits in accordance with US federal income tax principles. Accordingly, you should expect to generally treat distributions we make as dividends.
Subject to certain limitations, the Australian tax withheld in accordance with the Treaty and paid over to Australia will generally be creditable against your US federal income tax liability. To the extent a reduction or refund of the tax withheld is available to you under Australian law or under the Treaty, the amount of tax withheld that could have been reduced or that is refundable will not be eligible for credit against your US federal income tax liability.
Dividends will generally be income from sources outside the United States and will generally be “passive” income for purposes of computing the foreign tax credit allowable to you.
Taxation of capital gains
If you are a US holder and you sell or otherwise dispose of your shares or ADSs, you will recognise capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount that you realise and your tax basis, determined in US dollars, in your shares or ADSs. Your tax basis would generally equal the cost of your shares or ADSs, or if you received the shares or ADSs pursuant to a taxable distribution, the fair market value of the shares or ADSs at the time of such distribution, reduced by any distributions on the shares or ADSs that were treated as a return of capital for US federal income tax purposes. Capital gain of a non-corporate US holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. Your ability to deduct capital losses is subject to limitations.
Passive foreign investment company classification
We believe that we should not be currently classified as a passive foreign investment company for US federal income tax purposes and we do not expect to become a passive foreign investment company in the foreseeable future. This conclusion is a factual determination that is made annually and thus may be subject to change. It is therefore possible that we could become a passive foreign investment company in a future taxable year.
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In general, we will be a passive foreign investment company in a taxable year if:
| • | at least 75% of our gross income for the taxable year is passive income; or |
| • | at least 50% of the value, determined on the basis of a quarterly average, of our assets in such taxable year is attributable to assets that produce or are held for the production of passive income. |
If we were to be treated as a passive foreign investment company and you are a US holder, gain realised on the sale or other disposition of your shares or ADSs would in general not be treated as capital gain. Instead, you would generally be treated as if you had realised such gain and certain ‘excess distributions’ ratably over your holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each previous year to which the gain was allocated in which we were a passive foreign investment company with respect to you, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares or ADSs will be treated as stock in a passive foreign investment company if we were a passive foreign investment company at any time during your holding period in your shares or ADSs. Dividends that you receive from us will not be eligible for the special tax rates applicable to qualified dividend income if we are or are treated as a passive foreign investment company with respect to you either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. If you own shares or ADSs during any year that we are a PFIC with respect to you, you may be required to file Internal Revenue Service (‘IRS’) Form 8621.
Material Australian tax considerations
This section is based on the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth), as amended, their legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the Treaty. These authorities are subject to change, possibly on a retroactive basis.
Dividends (including other distributions treated as dividends for Australian tax purposes) paid by Woodside to a US holder who is not an Australian resident for Australian tax purposes will generally not be subject to Australian withholding tax if they are fully franked (broadly, where a dividend is franked, tax paid by Woodside is imputed to the shareholders).
Dividends, which are not fully franked, paid to such US holders, will generally be subject to Australian withholding tax not exceeding 15% only to the extent (if any) that the dividend is neither:
| • | franked |
| • | nor declared by Woodside to be conduit foreign income. (Broadly, this means that the relevant part of the dividend is declared to have been paid out of foreign source amounts received by Woodside that are not subject to tax in Australia, such as dividends remitted to Australia by foreign subsidiaries.) |
The Australian withholding tax outcome described above applies to US holders who are eligible for benefits under the Tax Convention between Australia and the US as to the Avoidance of Double Taxation (the Australian Tax Treaty). Otherwise, the rate of Australian withholding tax may be 30%.
In contrast, dividends (including other distributions treated as dividends for Australian tax purposes) paid by Woodside to a US holder may instead by taxed by assessment in Australia if the US holder meets one of these conditions:
| • | is an Australian resident for Australian tax purposes (although tax will generally not exceed 15% where the US holder is eligible for benefits under the Australian Tax Treaty as a treaty resident of the US and any franking credits may be creditable against their Australian income tax liability). |
| • | carries on business in Australia through a permanent establishment as defined in the Australian Tax Treaty, or performs personal services from a fixed base in Australia, and the shareholding in respect of which the dividend is paid is effectively connected with that permanent establishment or fixed base, (but in such a case any franking credits may be creditable against the Australian income tax liability). |
The treatment of dividends outlined above may be modified where the shareholding in Woodside is held through a trust, limited partnership, limited liability company, pension fund, sovereign wealth fund or other investment vehicle. Affected US holders should seek their own advice in relation to such arrangements.
Material Australian tax considerations—disposals of Woodside securities
Gains made by US holders on the sale of Woodside securities will generally not be taxed in Australia.
The precise Australian tax treatment of gains made by US holders on the sale of Woodside securities generally depends on whether or not the gain is an Australian sourced gain of an income nature for Australian income tax purposes. Where the gain is of an income nature, a US holder will generally only be liable to Australian income tax on an assessment basis (whether or not they are also an Australian resident for Australian tax purposes) if they meet one of these conditions:
| • | they are not eligible for benefits under the Australian Tax Treaty and the gain is sourced in Australia for Australian tax purposes |
| • | they are eligible for benefits under the Australian Tax Treaty, but the gain constitutes any of the following (in which case the gain will be deemed to have an Australian source): |
| o | business profits of an enterprise attributable to a permanent establishment situated in Australia through which the enterprise carries on business in Australia |
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| o | income or gains from the alienation of property that form part of the business property of a permanent establishment of an enterprise that the US holder has in Australia or pertain to a fixed base available to the US holder in Australia for the purpose of performing independent personal services |
| o | income derived from the disposition of shares in a company, the assets of which consist wholly or principally of real property (which includes rights to exploit or to explore for nature resources) situated in Australia, whether such assets are held directly or indirectly through one or more interposed entities. |
Where the gain is not taxed as Australian sourced income, the US holder will generally only be liable to Australian capital gains tax on an assessment basis if they acquired (or are deemed to have acquired) their Woodside securities after 19 September 1985 and one or more of the following applies:
| • | the US holder is an Australian resident for Australian tax purposes |
| • | the Woodside securities have been used by the US holder in carrying on a business through permanent establishment in Australia |
| • | the Woodside securities constitute an “indirect Australian real properly interest” for Australian capital gains tax purposes – this will generally be the case if the US holder (either alone or together with associates) directly or indirectly owns or owned 10% or more of the issued share capital of Woodside at the time of disposal or throughout a 12-month period during the two years prior to the time of disposal and, at the time of the disposal, the sum of market values of Woodside’s assets (held directly or through interposed entities) that are not taxable Australian real property at that time (which, for these purposes includes mining, quarrying or prospecting rights in respect of minerals, petroleum or quarry materials situated in Australia) |
| • | the US holder is an individual who is not eligible for benefits under the Australian Tax Treaty as a treaty resident of the US and elected on becoming a non-resident of Australia to continue to have the Woodside securities subject to Australian capital gains tax. |
In certain circumstances, if the Woodside securities constitute an “indirect Australian real property interest” for Australian capital gains tax purposes, the purchaser may be required to withhold under the non-resident capital gains tax withholding regime an amount equal to 15% of the purchase price in situations including where the acquisition is undertaken by way of an off-market transfer. Affected US holders should seek their own advice in relation to how this withholding regime may apply to them.
The comments above on the sale of Woodside securities do not apply in these circumstances:
| • | to temporary residents of Australia who should seek advice that is specific to their circumstances |
| • | if the Investment Management Regime (IMR) applies to the US holder, which exempts from the Australian income tax and capital gains tax gains made on disposal by certain categories of non-resident funds – called IMR entities – of (relevantly) portfolio interests in Australian public companies (subject to a number of conditions). The IMR exemptions broadly apply to widely held IMR entities in relation to their direct investments and indirect investments made through an independent Australian fund manager. The exemptions apply to gains made by IMR entities that are treated as companies for Australian tax purposes as well as gains made by non-resident investors in IMR entities that are treated as trusts and partnerships for Australian tax purposes. |
THE FOREGOING DISCUSSION IS NOT TAX ADVICE OR A COMPREHENSIVE DISCUSSION OF ALL US AND AUSTRALIAN FEDERAL INCOME TAX CONSEQUENCES TO US HOLDERS OF WOODSIDE SECURITIES. SUCH HOLDERS SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR OWN TAX ADVISERS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF WOODSIDE SECURITIES, INCLUDING THE EFFECT OF ANY US FEDERAL, STATE, LOCAL, NON-US, OR OTHER TAX LAWS.
| F. | Dividends and Paying Agents |
Not applicable.
| G. | Statement by Experts |
Not applicable.
| H. | Documents on Display |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Documents on display in Section 6.4: Shareholder statistics on page 240. |
| I. | Subsidiary Information |
See Note E.8 in “Item 18. Financial Statements” of this 2024 Form 20-F.
Exhibit 8.1 to this 2024 Form 20-F is incorporated herein by reference.
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| J. | Annual Report to Security Holders. |
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Quantitative and qualitative disclosures about market risk in Section 6.3: Additional disclosures from pages 228-229. |
See Notes A and C in “Item 18. Financial Statements” of this 2024 Form 20-F.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
| A. | Debt Securities |
Not applicable.
| B. | Warrants and Rights |
Not applicable.
| C. | Other Securities |
Not applicable.
| D. | American Depositary Shares |
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | American Depositary Receipts in Section 6.4: Shareholder statistics on page 241 |
| • | Fees Payable by the Depositary to the Issuer in Section 6.4: Shareholder statistics on page 241. |
Exhibit 2.1 to this 2024 Form 20-F is incorporated herein by reference.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Woodside’s management, with the participation of its CEO and CFO, have evaluated, as required by Rule 13a-15(b) under the US Securities Exchange Act of 1934 (Exchange Act), the effectiveness of Woodside’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as at 31 December 2024. Based on that evaluation, the CEO and CFO concluded that Woodside’s disclosure controls and procedures were effective, as at 31 December 2024, in ensuring that information required to be disclosed by Woodside in the reports that it files or submits under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the SEC’s rules and forms, including that such information is accumulated and communicated to Woodside’s management, including the CEO and CFO, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Woodside is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act).
Under the supervision and with the participation of management, including our CEO and CFO, the effectiveness of Woodside’s internal control over financial reporting was evaluated based on the framework and criteria established in Internal Controls – Integrated Framework (2013), issued by the Committee of the Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that internal control over financial reporting was effective as at 31 December 2024.
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Woodside acquired 100% of OCI Clean Ammonia Holding B.V. and its Beaumont New Ammonia Project on 30 September 2024 and all the issued and outstanding common stock of Tellurian Inc. on 8 October 2024 (Acquisitions). As permitted by the SEC Staff interpretative guidance that an assessment of internal controls over financial reporting of a recently acquired business may be excluded from management’s evaluation of disclosure controls and procedures for up to one year from the date of acquisition, Woodside has excluded the Acquisitions from management’s report on internal control over financial reporting as of 31 December 2024. The Acquisitions, collectively, represented approximately 7% of Woodside’s consolidated total assets as of 31 December 2024 and approximately 0% of Woodside’s consolidated total revenues as of 31 December 2024.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Attestation Report of the Registered Public Accounting Firm
The effectiveness of internal control over financial reporting as of 31 December 2024 has been audited by PwC, an independent registered accounting firm that also audits Woodside’s Financial Statements. Their audit report on the internal control over financial reporting is included in “Item 18. Financial Statements” in this 2024 Form 20-F.
Changes in Internal Control Over Financial Reporting
Effective 1 January 2024, we implemented an updated enterprise resource planning (ERP) system. As a result, we have evaluated and made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting as necessary.
There were no other changes in our internal control over financial reporting during FY2024 that materially affected or were reasonably likely to materially affect our internal control over financial reporting.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Woodside’s Board has determined that Angela Minas, who currently serves as a member of the Audit & Risk Committee, meets the audit committee financial expert requirements under SEC Rules. The Board has also determined that she is independent under applicable NYSE Listing Rules.
ITEM 16B. CODE OF ETHICS
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 4.1.5: Promoting responsible and ethical behaviour from pages 104-105. |
Exhibit 11.1 to this 2024 Form 20-F is incorporated herein by reference.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | External Audit and Reporting in Section 4.1.6: Risk management and internal control from pages 106-107. |
See Note E.4 in “Item 18. Financial Statements” of this 2024 Form 20-F.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
See “Item 16G. Corporate Governance” of this 2024 Form 20-F.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 6.4: Shareholder statistics from pages 238-242. |
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ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
| • | Section 4.1: Corporate Governance Statement from pages 87-116. |
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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1. |
to design, build and maintain Woodside’s Information Technology (IT), Operational Technology (OT) and Industrial Internet of Things systems with the right cybersecurity controls to support confidentiality, integrity and availability. |
2. |
to monitor and strengthen Woodside’s cybersecurity posture while preventing, detecting, analysing and responding to cybersecurity incidents. |
3. |
to embed a cyber-safe culture across Woodside and foster industry collaboration. |
4. |
to enable compliance with all applicable legislation. |
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F-66 |
||||||
F-68 |
||||||
F-69 |
||||||
F-70 |
||||||
· |
On 26 March 2024, the Group completed the sell-down of a 10% non-operating participating interest in the Scarborough Joint Venture to LJ Scarborough Pty Ltd (LNG Japan). Proceeds from the sale were $910 million, including capital reimbursements and escalation. As a result, the Group recognised a pre-tax gain of $121 million on the transaction (refer to Note B.8). |
· |
On 11 June 2024, the Sangomar project in Senegal achieved first oil. For the year ended 31 December 2024, Sangomar contributed $948 million in operating revenue. The Group also recognised a net deferred tax asset of $342 million (refer to Note A.5). |
· |
On 30 September 2024, the Group acquired 100% of the issued share capital of OCI Clean Ammonia Holding B.V. and its Beaumont New Ammonia project (previously Clean Ammonia project). The transaction has been accounted for as a business combination (refer to Note B.5). |
· |
On 8 October 2024, the Group acquired 100% of the issued and outstanding common stock of Tellurian Inc. (subsequently renamed Woodside Energy (LA) Holdings Inc.) including its owned and operated Louisiana LNG (previously US Gulf Coast Driftwood LNG) development opportunity. The transaction has been accounted for as an asset acquisition (refer to Note B.7). |
· |
On 31 October 2024, the Group completed the sell-down of a 15.1% non-operating participating interest in the Scarborough Joint Venture to JERA Scarborough Pty Ltd (JERA). Proceeds from the sale were $1,425 million including capital reimbursements. As a result, the Group recognised a pre-tax gain of $88 million on the transaction (refer to Note B.8). |
· |
The Group recognised a $502 million increase to the Pluto PRRT deferred tax asset due to the recognition of previously unrecognised deductible expenditure that is now considered to be recoverable on the basis of future taxable profits being available to utilise the expenditure (refer to Note A.5). |
Notes |
2024 US$m |
2023 US$m |
2022 US$m |
|||||||||||
Operating revenue |
A.1 |
13,179 |
13,994 |
16,817 |
||||||||||
Cost of sales |
A.1 |
(7,501 |
) |
(7,519 |
) |
(6,540 |
) |
|||||||
Gross profit |
5,678 |
6,475 |
10,277 |
|||||||||||
Other income |
A.1 |
624 |
322 |
735 |
||||||||||
Other expenses |
A.1 |
(1,788 |
) |
(1,573 |
) |
(2,726 |
) |
|||||||
Impairment losses |
A.1 |
- |
(1,917 |
) |
- |
|||||||||
Impairment reversals |
A.1 |
- |
- |
900 |
||||||||||
Profit before tax and net finance costs |
4,514 |
3,307 |
9,186 |
|||||||||||
Finance income |
220 |
273 |
155 |
|||||||||||
Finance costs |
A.2 |
(365 |
) |
(307 |
) |
(167 |
) |
|||||||
Profit before tax |
4,369 |
3,273 |
9,174 |
|||||||||||
Petroleum resource rent tax (PRRT) benefit/(expense) |
A.5 |
91 |
(898 |
) |
313 |
|||||||||
Income tax expense |
A.5 |
(814 |
) |
(653 |
) |
(2,912 |
) |
|||||||
Profit after tax |
3,646 |
1,722 |
6,575 |
|||||||||||
Profit attributable to: |
||||||||||||||
Equity holders of the parent |
3,573 |
1,660 |
6,498 |
|||||||||||
Non-controlling interest |
E.8 |
73 |
62 |
77 |
||||||||||
Profit for the period |
3,646 |
1,722 |
6,575 |
|||||||||||
Basic earnings per share attributable to equity holders of the parent (US cents) |
A.4 |
188.5 |
87.5 |
430.0 |
||||||||||
Diluted earnings per share attributable to equity holders of the parent (US cents) |
A.4 |
186.9 |
86.9 |
426.3 |
||||||||||
2024 US$m |
2023 US$m |
2022 US$m |
||||||||||
Profit for the period |
3,646 |
1,722 |
6,575 |
|||||||||
Other comprehensive income/(loss) |
||||||||||||
Items that may be reclassified to the income statement in subsequent periods: |
||||||||||||
(Losses)/gains on cash flow hedges
|
(139) |
459 |
(1,097) |
|||||||||
Losses on cash flow hedges reclassified to the income statement |
86 |
299 |
847 |
|||||||||
Tax recognised within other comprehensive income |
(34) |
(84) |
64 |
|||||||||
Exchange fluctuations on translation of foreign operations taken to equity |
- |
(1) |
3 |
|||||||||
Items that will not be reclassified to the income statement in subsequent periods: |
||||||||||||
Remeasurement
(loss)/gain on defined benefit plan
|
(11) |
14 |
34 |
|||||||||
Net (loss)/gain on financial instruments at fair value through other comprehensive income |
(8) |
(32) |
2 |
|||||||||
Other comprehensive (loss)/ income for the period, net of tax |
(106) |
655 |
(147) |
|||||||||
Total comprehensive income for the period |
3,540 |
2,377 |
6,428 |
|||||||||
Total comprehensive income attributable to: |
||||||||||||
Equity holders of the parent |
3,467 |
2,315 |
6,351 |
|||||||||
Non-controlling interest |
73 |
62 |
77 |
|||||||||
Total comprehensive income for the period |
3,540 |
2,377 |
6,428 |
|||||||||
Notes |
2024 US$m |
2023 US$m |
||||||||
Current assets |
||||||||||
Cash and cash equivalents |
C.1 |
3,923 |
1,740 |
|||||||
Receivables |
D.2 |
2,390 |
1,517 |
|||||||
Inventories |
D.3 |
684 |
616 |
|||||||
Other financial assets |
D.6 |
185 |
209 |
|||||||
Assets held for sale |
- |
826 |
||||||||
Tax receivable |
288 |
118 |
||||||||
Other assets |
93 |
92 |
||||||||
Total current assets |
7,563 |
5,118 |
||||||||
Non-current assets |
||||||||||
Receivables |
D.2 |
876 |
839 |
|||||||
Inventories |
D.3 |
213 |
120 |
|||||||
Other financial assets |
D.6 |
118 |
120 |
|||||||
Exploration and evaluation assets |
B.2 |
721 |
668 |
|||||||
Property, plant and equipment |
B.3 |
42,636 |
40,791 |
|||||||
Deferred tax assets |
A.5 |
2,393 |
1,717 |
|||||||
Lease assets |
D.7 |
1,291 |
1,230 |
|||||||
Investments accounted for using the equity method |
249 |
249 |
||||||||
Intangible assets 1
|
B.6 |
4,826 |
4,183 |
|||||||
Other assets 1
|
378 |
326 |
||||||||
Total non-current assets |
53,701 |
50,243 |
||||||||
Total assets |
61,264 |
55,361 |
||||||||
Current liabilities |
||||||||||
Payables |
D.4 |
2,185 |
1,724 |
|||||||
Interest-bearing liabilities |
C.2 |
990 |
- |
|||||||
Other financial liabilities |
D.6 |
139 |
67 |
|||||||
Liabilities directly associated with assets held for sale |
- |
94 |
||||||||
Provisions |
D.5 |
1,322 |
1,506 |
|||||||
Tax payable |
308 |
1,108 |
||||||||
Lease liabilities |
D.7 |
189 |
298 |
|||||||
Other liabilities |
724 |
185 |
||||||||
Total current liabilities |
5,857 |
4,982 |
||||||||
Non-current liabilities |
||||||||||
Interest-bearing liabilities |
C.2 |
9,007 |
4,883 |
|||||||
Deferred tax liabilities |
A.5 |
1,497 |
1,627 |
|||||||
Other financial liabilities |
D.6 |
379 |
42 |
|||||||
Provisions |
D.5 |
6,225 |
6,451 |
|||||||
Tax payable |
28 |
40 |
||||||||
Lease liabilities |
D.7 |
1,434 |
1,317 |
|||||||
Other liabilities |
684 |
849 |
||||||||
Total non-current liabilities |
19,254 |
15,209 |
||||||||
Total liabilities |
25,111 |
20,191 |
||||||||
Net assets |
36,153 |
35,170 |
||||||||
Equity |
||||||||||
Issued and fully paid shares |
C.3 |
29,001 |
29,001 |
|||||||
Shares reserved for employee share plans |
C.3 |
(58) |
(49) |
|||||||
Other reserves |
C.4 |
4,108 |
5,261 |
|||||||
Retained earnings |
2,348 |
186 |
||||||||
Equity attributable to equity holders of the parent |
35,399 |
34,399 |
||||||||
Non-controlling interest |
E.8 |
754 |
771 |
|||||||
Total equity |
36,153 |
35,170 |
||||||||
1. |
Intangible assets include software and contract assets which were previously presented within other assets (non-current). The 2023 amounts have been reclassified to be presented on the same basis (refer to Note B.6). |
Notes |
2024 US$m |
2023 US$m |
2022 US$m |
|||||||||||
| |
||||||||||||||
| Cash flows from/(used in) operating activities |
||||||||||||||
| Profit after tax for the period |
3,646 |
1,722 |
6,575 |
|||||||||||
| Adjustments for: |
||||||||||||||
| Non-cash items |
||||||||||||||
| Depreciation and amortisation |
4,552 |
3,960 |
2,808 |
|||||||||||
| Depreciation of lease assets |
210 |
179 |
140 |
|||||||||||
| Change in fair value of derivative financial instruments |
352 |
349 |
960 |
|||||||||||
| Net finance costs |
145 |
34 |
12 |
|||||||||||
| Tax expense |
723 |
1,551 |
2,599 |
|||||||||||
| Exploration and evaluation written off |
9 |
77 |
164 |
|||||||||||
| Impairment losses |
B.4 |
- |
1,917 |
- |
||||||||||
| Impairment reversals |
- |
- |
(900) |
|||||||||||
| Restoration movement |
199 |
147 |
272 |
|||||||||||
| Gain on disposal of property, plant and equipment (including revaluation gain) |
(238) |
- |
(494) |
|||||||||||
| Movement in onerous contracts provision |
- |
- |
(245) |
|||||||||||
| Other |
(135) |
(226) |
(254) |
|||||||||||
| Changes in assets and liabilities |
||||||||||||||
| (Increase)/decrease in trade and other receivables |
(301) |
107 |
(77) |
|||||||||||
| Increase in inventories |
(161) |
(31) |
(146) |
|||||||||||
| Increase/(decrease) in provisions |
3 |
(114) |
131 |
|||||||||||
| Decrease in lease liabilities |
- |
- |
(31) |
|||||||||||
| Increase in other assets and liabilities |
(45) |
(736) |
(961) |
|||||||||||
| Increase/(decrease) in trade and other payables |
175 |
(135) |
184 |
|||||||||||
| |
||||||||||||||
| Cash generated from operations |
9,134 |
8,801 |
10,737 |
|||||||||||
| Purchases of shares and payments relating to employee share plans |
(81) |
(57) |
(45) |
|||||||||||
| Interest received |
183 |
264 |
108 |
|||||||||||
| Dividends received |
12 |
20 |
19 |
|||||||||||
| Borrowing costs relating to operating activities |
(41) |
(26) |
(21) |
|||||||||||
| Income tax and PRRT paid |
(2,555) |
(2,916) |
(1,218) |
|||||||||||
| Payments for restoration |
(805) |
(447) |
(263) |
|||||||||||
| Receipts/(payments) for hedge collateral |
- |
506 |
(506) |
|||||||||||
| |
||||||||||||||
| Net cash from operating activities |
5,847 |
6,145 |
8,811 |
|||||||||||
| |
||||||||||||||
| Cash flows from/(used in) investing activities |
||||||||||||||
| Cash (paid)/received on business combination, net of cash acquired |
B.5 |
(1,896) |
- |
1,082 |
||||||||||
| Payments for capital and exploration expenditure |
(4,902) |
(5,291) |
(3,136) |
|||||||||||
| Payments for asset acquisition, net of cash acquired |
B.7 |
(1,042
|
) |
- |
- |
|||||||||
| Reimbursements received from external parties for capital expenditure |
155 |
- |
- |
|||||||||||
| Borrowing costs relating to investing activities |
(369) |
(311) |
(287) |
|||||||||||
| Advances to other external entities |
- |
- |
(48) |
|||||||||||
| Proceeds from disposal of non-current assets |
2,307 |
19 |
132 |
|||||||||||
| Funding of equity accounted investments |
- |
(2) |
(8) |
|||||||||||
| |
||||||||||||||
| Net cash used in investing activities |
(5,747) |
(5,585) |
(2,265) |
|||||||||||
| |
||||||||||||||
| Cash flows from/(used in) financing activities |
||||||||||||||
| Proceeds from borrowings |
C.2 |
5,114 |
- |
- |
||||||||||
| Repayment of borrowings |
C.2 |
(169) |
(284) |
(283) |
||||||||||
| Borrowing costs relating to financing activities |
(2) |
(4) |
(18) |
|||||||||||
| Repayment of the principal portion of lease liabilities |
(278) |
(340) |
(248) |
|||||||||||
| Borrowing costs relating to lease liabilities |
(15) |
(21) |
(10) |
|||||||||||
| Purchases of shares and payments relating to Dividend Reinvestment Plan |
- |
- |
(144) |
|||||||||||
| Contributions to non-controlling interests |
(100) |
(98) |
(98) |
|||||||||||
| Dividends paid |
(2,449) |
(4,253) |
(2,558) |
|||||||||||
| Net payments from share issuance |
- |
- |
(5) |
|||||||||||
| |
||||||||||||||
| Net cash from/(used in) in financing activities |
2,101 |
(5,000) |
(3,364) |
|||||||||||
| |
||||||||||||||
| Net increase/(decrease) in cash held |
2,201 |
(4,440) |
3,182 |
|||||||||||
| Cash and cash equivalents at the beginning of the period |
1,740 |
6,201 |
3,025 |
|||||||||||
| Effects of exchange rate changes |
(18) |
(21) |
(6) |
|||||||||||
| |
||||||||||||||
| Cash and cash equivalents at the end of the period |
C.1 |
3,923 |
1,740 |
6,201 |
||||||||||
| |
||||||||||||||
Issued and fully paid shares |
Reserved shares |
Employee benefits reserve |
Foreign currency translation reserve |
Hedging reserve |
Distributable profits reserve |
Other reserves |
Retained earnings |
Equity holders of the parent |
Non-
controlling interest |
Total equity |
||||||||||||||||||||||||||||||||||
Notes |
C.3 US$m |
C.3 US$m |
C.4 US$m |
C.4 US$m |
C.4 US$m |
C.4 US$m |
C.4 US$m |
US$m |
US$m |
E.8 US$m |
US$m |
|||||||||||||||||||||||||||||||||
| At 1 January 2024 |
29,001 |
(49) |
290 |
795 |
88 |
4,118 |
(30) |
186 |
34,399 |
771 |
35,170 |
|||||||||||||||||||||||||||||||||
| Profit for the period |
- |
- |
- |
- |
- |
- |
- |
3,573 |
3,573 |
73 |
3,646 |
|||||||||||||||||||||||||||||||||
| Other comprehensive loss |
- |
- |
- |
- |
(87) |
- |
(8) |
(11) |
(106) |
- |
(106) |
|||||||||||||||||||||||||||||||||
Total comprehensive (loss)/income for the period |
- |
- |
- |
- |
(87) |
- |
(8) |
3,562 |
3,467 |
73 |
3,540 |
|||||||||||||||||||||||||||||||||
| Transfers |
- |
- |
- |
- |
- |
1,400 |
- |
(1,400) |
- |
- |
- |
|||||||||||||||||||||||||||||||||
| Employee share plan purchases |
- |
(81) |
- |
- |
- |
- |
- |
- |
(81) |
- |
(81) |
|||||||||||||||||||||||||||||||||
| Employee share plan redemptions |
- |
72 |
(72) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||||||||
Share-based payments (net of tax) |
- |
- |
63 |
- |
- |
- |
- |
- |
63 |
- |
63 |
|||||||||||||||||||||||||||||||||
Dividends paid |
- |
- |
- |
- |
- |
(2,449) |
- |
- |
(2,449) |
(90) |
(2,539) |
|||||||||||||||||||||||||||||||||
| At 31 December 2024 |
29,001 |
(58) |
281 |
795 |
1 |
3,069 |
(38) |
2,348 |
35,399 |
754 |
36,153 |
|||||||||||||||||||||||||||||||||
| At 1 January 2023 |
29,001 |
(38) |
278 |
796 |
(586) |
3,541 |
2 |
3,342 |
36,336 |
791 |
37,127 |
|||||||||||||||||||||||||||||||||
| Profit for the period |
- |
- |
- |
- |
- |
- |
- |
1,660 |
1,660 |
62 |
1,722 |
|||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) |
- |
- |
- |
(1) |
674 |
- |
(32) |
14 |
655 |
- |
655 |
|||||||||||||||||||||||||||||||||
Total comprehensive income/(loss) for the period |
- |
- |
- |
(1) |
674 |
- |
(32) |
1,674 |
2,315 |
62 |
2,377 |
|||||||||||||||||||||||||||||||||
| Transfers |
- |
- |
- |
- |
- |
4,830 |
- |
(4,830) |
- |
- |
- |
|||||||||||||||||||||||||||||||||
| Employee share plan purchases |
- |
(57) |
- |
- |
- |
- |
- |
- |
(57) |
- |
(57) |
|||||||||||||||||||||||||||||||||
| Employee share plan redemptions |
- |
46 |
(46) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||||||||
| Share-based payments (net of tax) |
- |
- |
58 |
- |
- |
- |
- |
- |
58 |
- |
58 |
|||||||||||||||||||||||||||||||||
| Dividends paid |
- |
- |
- |
- |
- |
(4,253) |
- |
- |
(4,253) |
(82) |
(4,335) |
|||||||||||||||||||||||||||||||||
| At 31 December 2023 |
29,001 |
(49) |
290 |
795 |
88 |
4,118 |
(30) |
186 |
34,399 |
771 |
35,170 |
|||||||||||||||||||||||||||||||||
| At 1 January 2022 |
9,409 |
(30) |
232 |
793 |
(400) |
58 |
- |
3,381 |
13,443 |
786 |
14,229 |
|||||||||||||||||||||||||||||||||
| Profit for the period |
- |
- |
- |
- |
- |
- |
- |
6,498 |
6,498 |
77 |
6,575 |
|||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) |
- |
- |
- |
3 |
(186) |
- |
2 |
34 |
(147) |
- |
(147) |
|||||||||||||||||||||||||||||||||
Total comprehensive income/(loss) for the period |
- |
- |
- |
3 |
(186) |
- |
2 |
6,532 |
6,351 |
77 |
6,428 |
|||||||||||||||||||||||||||||||||
| Transfers |
- |
- |
- |
- |
- |
5,553 |
- |
(5,553) |
- |
- |
- |
|||||||||||||||||||||||||||||||||
| Shares purchased for Dividend Reinvestment Plan |
- |
(144) |
- |
- |
- |
- |
- |
- |
(144) |
- |
(144) |
|||||||||||||||||||||||||||||||||
| Dividend Reinvestment Plan |
332 |
144 |
- |
- |
- |
- |
- |
- |
476 |
- |
476 |
|||||||||||||||||||||||||||||||||
| Shares issued for acquisition of BHPP |
19,265 |
- |
- |
- |
- |
- |
- |
- |
19,265 |
- |
19,265 |
|||||||||||||||||||||||||||||||||
| Replacement employee share plan issued for acquisition of BHPP |
- |
- |
18 |
- |
- |
- |
- |
- |
18 |
- |
18 |
|||||||||||||||||||||||||||||||||
| Employee share plan purchases |
- |
(45) |
- |
- |
- |
- |
- |
- |
(45) |
- |
(45) |
|||||||||||||||||||||||||||||||||
| Employee share plan redemptions |
- |
37 |
(37) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||||||||
| Share-based payments (net of tax) |
- |
- |
65 |
- |
- |
- |
- |
- |
65 |
- |
65 |
|||||||||||||||||||||||||||||||||
| Dividends paid |
- |
- |
- |
- |
- |
(2,070) |
- |
(1,018) |
(3,088) |
(72) |
(3,160) |
|||||||||||||||||||||||||||||||||
| Transaction costs associated with the issue of shares |
(5) |
- |
- |
- |
- |
- |
- |
- |
(5) |
- |
(5) |
|||||||||||||||||||||||||||||||||
| At 31 December 2022 |
29,001 |
(38) |
278 |
796 |
(586) |
3,541 |
2 |
3,342 |
36,336 |
791 |
37,127 |
|||||||||||||||||||||||||||||||||
• |
The Net Zero Emissions by 2050 Scenario (NZE) |
• |
The Announced Pledges Scenario (APS) |
• |
The Stated Policies Scenario (STEPS) |
Average Brent (RT US$/bbl) |
2025-2029 |
2030-2034 |
2035-2040 |
|||||||||
NZE |
52 |
40 |
32 |
|||||||||
APS |
76 |
72 |
67 |
|||||||||
STEPS |
82 |
81 |
80 |
|||||||||
Woodside |
78 |
78 |
78 |
|||||||||
Average North Asian LNG (RT US$/MMBtu) |
2025-2029 |
2030-2034 |
2035-2040 |
|||||||||
NZE |
6 |
5 |
5 |
|||||||||
APS |
8 |
7 |
6 |
|||||||||
STEPS |
9 |
8 |
9 |
|||||||||
Woodside |
10 |
10 |
11 |
|||||||||
Average Carbon (RT US$/tonne) |
2025-2029 |
2030-2034 |
2035-2040 |
|||||||||
NZE |
112 |
161 |
199 |
|||||||||
APS |
110 |
150 |
173 |
|||||||||
STEPS |
80 |
80 |
80 |
|||||||||
Woodside |
80 |
80 |
80 |
|||||||||
1. |
IEA 2024. ‘World Energy Outlook 2024’. All rights reserved. |
2. |
Based on data from IEA 2024. ‘World Energy Outlook 2024’ as modified by Woodside analysis. Woodside used interpolation techniques to estimate Brent annual price points in between the years that the IEA disclose prices for. For gas pricing assumptions all non-contracted LNG volumes were assessed at IEA’s Japan import price, as a proxy for North Asian LNG spot price. Woodside used interpolation techniques to estimate annual gas price points in between the years that the IEA disclose prices for. For oil linked LNG contracts, prices are derived from the Brent forecasts and the terms of the contracts. |
3. |
Based on data from IEA 2024. ‘World Energy Outlook 2024’ as modified by Woodside analysis. The IEA only provide carbon prices from 2030 onwards. As a result, Woodside used a starting point of US$80/tCO2-e consistent with internal carbon pricing. Woodside used the 2024 starting price point and the IEA’s published 2030, 2035 and 2040 carbon prices for each scenario to interpolate annual price points through to 2040. |
· |
meet the Group’s financial commitments as and when they fall due; |
· |
maintain the capacity to fund its committed project developments; |
· |
pay a reasonable dividend; and |
· |
maintain a long-term credit rating of not less than ‘investment grade’. |
Section A |
Commodity price risk management |
Page F-13 |
||
Section A |
Foreign exchange risk management |
Page F-13 |
||
Section C |
Capital risk management |
Page F-41 |
||
Section C |
Liquidity risk management |
Page F-41 |
||
Section C |
Interest rate risk management |
Page F-41 |
||
Section D |
Credit risk management |
Page F-47 |
Note A.1 |
Segment Revenue and Expenses |
Page F-14 | ||
Note A.5 |
Taxes |
Page F-20 | ||
Note B.2 |
Exploration and evaluation |
Page F-27 | ||
Note B.3 |
Property, plant and equipment |
Page F-29 | ||
Note B.4 |
Impairment of exploration and evaluation, property, plant and equipment and goodwill |
Page F-30 | ||
Note B.5 |
Business combination |
Page F-37 | ||
Note B.6 |
Intangible assets |
Page F-38 | ||
Note B.7 |
Significant production and growth asset acquisitions |
Page F-39 | ||
Note D.5 |
Provisions |
Page F-50 | ||
Note D.6 |
Other financial assets and liabilities |
Page F-52 | ||
Note D.7 |
Leases |
Page F-54 | ||
Note E.6 |
Joint arrangements |
Page F-61 | ||
| A. |
Earnings for the year |
|||
| A.1 |
Segment revenue and expenses |
Page F-14 | ||
| A.2 |
Finance costs |
Page F-19 | ||
| A.3 |
Dividends paid and proposed |
Page F-19 | ||
| A.4 |
Earnings per share |
Page F-19 | ||
A.5 |
Taxes |
Page F-20 |
A.1 |
Segment revenue and expenses |
|
Australia: Exploration, evaluation, development, production and sale of liquefied natural gas, pipeline gas, crude oil and condensate and natural gas liquids in Australia. |
International: Exploration, evaluation, development, production and sale of pipeline gas, crude oil and condensate and natural gas liquids in international jurisdictions outside of Australia. |
Marketing: Marketing, shipping and trading of Woodside’s oil and gas portfolio (including purchased volumes) and optimisation activities attributed to Marketing which generate incremental value. |
New Energy/Corporate items: New energy/Corporate comprise Woodside’s new energy portfolio and corporate non-segmental items. Corporate non-segmental items of revenue and expenses and associated assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment. |
Geographical Information |
Revenue from external customers 1
|
|||||||||||
2024 |
2023 |
2022 |
||||||||||
US$m |
US$m |
US$m |
||||||||||
Asia Pacific |
8,445 |
9,823 |
12,521 |
|||||||||
Americas |
2,462 |
2,564 |
1,545 |
|||||||||
Europe |
2,272 |
1,607 |
2,751 |
|||||||||
Consolidated |
13,179 |
13,994 |
16,817 |
|||||||||
1. |
Revenue is attributable to geographic location based on the location of the customers. |
· |
Revenue from sale of hydrocarbons |
· |
Other operating revenue |
· |
Royalties, excise and levies |
· |
Depreciation and amortisation |
· |
Impairment and impairment reversals |
· |
Leases |
· |
Employee benefits |
Australia |
International |
Marketing |
New energy/ Corporate |
Consolidated |
||||||||||||||||
2024 US$m |
|
2024 US$m |
|
2024 US$m |
|
2024 US$m |
|
|
2024 US$m |
|
||||||||||
Liquefied natural gas |
5,361 |
- |
1,040 |
- |
6,401 |
|||||||||||||||
Pipeline gas |
1,119 |
230 |
- |
- |
1,349 |
|||||||||||||||
Crude oil and condensate |
1,668 |
3,143 |
76 |
- |
4,887 |
|||||||||||||||
Natural gas liquids |
196 |
39 |
71 |
- |
306 |
|||||||||||||||
Revenue from sale of hydrocarbons |
8,344 |
3,412 |
1,187 |
- |
12,943 |
|||||||||||||||
Intersegment revenue 1
|
(23 |
) |
(7 |
) |
30 |
- |
- |
|||||||||||||
Processing and services revenue |
220 |
- |
- |
- |
220 |
|||||||||||||||
Shipping and other revenue |
- |
- |
16 |
- |
16 |
|||||||||||||||
Other revenue |
197 |
(7 |
) |
46 |
- |
236 |
||||||||||||||
Operating revenue 2
|
8,541 |
3,405 |
1,233 |
- |
13,179 |
|||||||||||||||
Production costs |
(1,051 |
) |
(528 |
) |
- |
- |
(1,579 |
) |
||||||||||||
Royalties, excise and levies |
(349 |
) |
(23 |
) |
- |
- |
(372 |
) |
||||||||||||
Insurance |
(27 |
) |
(9 |
) |
- |
11 |
(25 |
) |
||||||||||||
Inventory movement |
55 |
29 |
- |
- |
84 |
|||||||||||||||
Costs of production |
(1,372 |
) |
(531 |
) |
- |
11 |
(1,892 |
) |
||||||||||||
Property, plant and equipment depreciation and amortisation |
(2,621 |
) |
(1,848 |
) |
- |
(54 |
) |
(4,523 |
) |
|||||||||||
Shipping and direct sales costs |
(89 |
) |
(86 |
) |
(130 |
) |
- |
(305 |
) |
|||||||||||
Trading costs |
(4 |
) |
- |
(691 |
) |
- |
(695 |
) |
||||||||||||
Other hydrocarbon costs |
(51 |
) |
- |
- |
- |
(51 |
) |
|||||||||||||
Other cost of sales |
(22 |
) |
(7 |
) |
- |
(6 |
) |
(35 |
) |
|||||||||||
Movement in onerous contract provision |
- |
- |
- |
- |
- |
|||||||||||||||
Other cost of sales |
(166 |
) |
(93 |
) |
(821 |
) |
(6 |
) |
(1,086 |
) |
||||||||||
Cost of sales |
(4,159 |
) |
(2,472 |
) |
(821 |
) |
(49 |
) |
(7,501 |
) |
||||||||||
Gross profit |
4,382 |
933 |
412 |
(49 |
) |
5,678 |
||||||||||||||
Other income 3
|
568 |
50 |
23 |
(17 |
) |
624 |
||||||||||||||
Exploration and evaluation expenditure 4
|
(44 |
) |
(276 |
) |
- |
- |
(320 |
) |
||||||||||||
Amortisation of permit acquisition |
- |
(8 |
) |
- |
- |
(8 |
) |
|||||||||||||
Write-offs |
(3 |
) |
(6 |
) |
- |
- |
(9 |
) |
||||||||||||
Exploration and evaluation |
(47 |
) |
(290 |
) |
- |
- |
(337 |
) |
||||||||||||
General, administrative and other costs |
- |
- |
- |
(445 |
) |
(445 |
) |
|||||||||||||
Amortisation of intangible assets |
- |
- |
- |
(21 |
) |
(21 |
) |
|||||||||||||
Depreciation of lease assets |
(58 |
) |
(1 |
) |
(101 |
) |
(50 |
) |
(210 |
) |
||||||||||
Restoration movement |
(176 |
) |
6 |
- |
(29 |
) |
(199 |
) |
||||||||||||
Other 5
|
(55 |
) |
(97 |
) |
93 |
(517 |
) |
(576 |
) |
|||||||||||
Other costs |
(289 |
) |
(92 |
) |
(8 |
) |
(1,062 |
) |
(1,451 |
) |
||||||||||
Other expenses |
(336 |
) |
(382 |
) |
(8 |
) |
(1,062 |
) |
(1,788 |
) |
||||||||||
Impairment losses |
- |
- |
- |
- |
- |
|||||||||||||||
Impairment reversals |
- |
- |
- |
- |
- |
|||||||||||||||
Profit/(loss) before tax and net finance costs |
4,614 |
601 |
427 |
(1,128 |
) |
4,514 |
||||||||||||||
1. |
Intersegment revenue comprises the incremental income net of all associated expenses generated by the Marketing segment’s optimisation of the oil and gas portfolio. The value is incremental income net of incremental costs. |
2. |
Operating revenue includes revenue from contracts with customers of $13,163 million and sub-lease income of $16 million disclosed within shipping and other revenue. |
3. |
Includes fees and recoveries and other income not associated with the ongoing operations of the business. The Australia segment includes $209 million from the gain on the sell-down of Scarborough to LNG Japan and JERA. |
4. |
Includes seismic and general permit activities and other exploration costs. |
5. |
Includes gains and losses on hedging activities, a $314 million fair value loss on embedded derivatives and other expenses not associated with the ongoing operations of the business. |
Australia |
International |
Marketing |
New energy/ Corporate |
Consolidated |
||||||||||||||||
2023 US$m |
|
2023 US$m |
|
2023 US$m |
|
2023 US$m |
|
|
2023 US$m |
|
||||||||||
Liquefied natural gas |
6,867 |
- |
1,298 |
- |
8,165 |
|||||||||||||||
Pipeline gas |
1,088 |
286 |
- |
- |
1,374 |
|||||||||||||||
Crude oil and condensate |
1,611 |
2,246 |
124 |
- |
3,981 |
|||||||||||||||
Natural gas liquids |
218 |
32 |
31 |
- |
281 |
|||||||||||||||
Revenue from sale of hydrocarbons |
9,784 |
2,564 |
1,453 |
- |
13,801 |
|||||||||||||||
Intersegment revenue 1
|
(166 |
) |
(15 |
) |
181 |
- |
- |
|||||||||||||
Processing and services revenue |
184 |
- |
- |
- |
184 |
|||||||||||||||
Shipping and other revenue |
- |
- |
9 |
- |
9 |
|||||||||||||||
Other revenue |
18 |
(15 |
) |
190 |
- |
193 |
||||||||||||||
Operating revenue 2
|
9,802 |
2,549 |
1,643 |
- |
13,994 |
|||||||||||||||
Production costs |
(1,173 |
) |
(389 |
) |
- |
- |
(1,562 |
) |
||||||||||||
Royalties, excise and levies |
(462 |
) |
(41 |
) |
- |
- |
(503 |
) |
||||||||||||
Insurance |
(41 |
) |
(11 |
) |
- |
(8 |
) |
(60 |
) |
|||||||||||
Inventory movement |
(40 |
) |
3 |
- |
- |
(37 |
) |
|||||||||||||
Costs of production |
(1,716 |
) |
(438 |
) |
- |
(8 |
) |
(2,162 |
) |
|||||||||||
Property, plant and equipment depreciation and amortisation |
(2,754 |
) |
(1,168 |
) |
- |
(34 |
) |
(3,956 |
) |
|||||||||||
Shipping and direct sales costs |
(164 |
) |
(83 |
) |
(54 |
) |
(18 |
) |
(319 |
) |
||||||||||
Trading costs |
(12 |
) |
- |
(1,056 |
) |
- |
(1,068 |
) |
||||||||||||
Other hydrocarbon costs |
(7 |
) |
- |
- |
- |
(7 |
) |
|||||||||||||
Other cost of sales |
(7 |
) |
- |
- |
- |
(7 |
) |
|||||||||||||
Movement in onerous contract provision |
- |
- |
- |
- |
- |
|||||||||||||||
Other cost of sales |
(190 |
) |
(83 |
) |
(1,110 |
) |
(18 |
) |
(1,401 |
) |
||||||||||
Cost of sales |
(4,660 |
) |
(1,689 |
) |
(1,110 |
) |
(60 |
) |
(7,519 |
) |
||||||||||
Gross profit |
5,142 |
860 |
533 |
(60 |
) |
6,475 |
||||||||||||||
Other income 3
|
160 |
54 |
26 |
82 |
322 |
|||||||||||||||
Exploration and evaluation expenditure 4
|
(24 |
) |
(253 |
) |
- |
(2 |
) |
(279 |
) |
|||||||||||
Amortisation of permit acquisition |
- |
(4 |
) |
- |
- |
(4 |
) |
|||||||||||||
Write-offs |
(31 |
) |
(46 |
) |
- |
- |
(77 |
) |
||||||||||||
Exploration and evaluation |
(55 |
) |
(303 |
) |
- |
(2 |
) |
(360 |
) |
|||||||||||
General, administrative and other costs |
- |
- |
- |
(453 |
) |
(453 |
) |
|||||||||||||
Amortisation of intangible assets |
- |
- |
- |
(2 |
) |
(2
|
) |
|||||||||||||
Depreciation of lease assets |
(50 |
) |
(14 |
) |
(75 |
) |
(40 |
) |
(179 |
) |
||||||||||
Restoration movement |
(125 |
) |
(22 |
) |
- |
- |
(147 |
) |
||||||||||||
Other 5
|
(51 |
) |
- |
(109 |
) |
(272 |
) |
(432 |
) |
|||||||||||
Other costs |
(226 |
) |
(36 |
) |
(184 |
) |
(767 |
) |
(1,213 |
) |
||||||||||
Other expenses |
(281 |
) |
(339 |
) |
(184 |
) |
(769 |
) |
(1,573 |
) |
||||||||||
Impairment losses 6
|
(534 |
) |
(1,383 |
) |
- |
- |
(1,917 |
) |
||||||||||||
Impairment reversals |
- |
- |
- |
- |
- |
|||||||||||||||
Profit/(loss) before tax and net finance costs |
4,487 |
(808 |
) |
375 |
(747 |
) |
3,307 |
|||||||||||||
1. |
Intersegment revenue comprises the incremental income net of all associated expenses generated by the Marketing segment’s optimisation of the oil and gas portfolio. The value is incremental income net of incremental costs. |
2. |
Operating revenue includes revenue from contracts with customers of $13,985 million and sub-lease income of $9 million disclosed within shipping and other revenue. |
3. |
Includes fees and recoveries, foreign exchange gains and other income not associated with the ongoing operations of the business. |
4. |
Includes seismic and general permit activities and other exploration costs. |
5. |
Includes losses on hedging activities, a $35 million fair value loss on embedded derivatives and other expenses not associated with the ongoing operations of the business. |
6. |
Impairment on property, plant and equipment and goodwill. Refer to Note B.4 for more details. |
Australia |
International |
Marketing |
New energy/ Corporate |
Consolidated |
||||||||||||||||
2022 US$m |
2022 US$m |
2022 US$m |
2022 US$m |
2022 US$m |
||||||||||||||||
Liquefied natural gas |
8,855 |
- |
2,434 |
- |
11,289 |
|||||||||||||||
Pipeline gas |
1,086 |
276 |
- |
- |
1,362 |
|||||||||||||||
Crude oil and condensate |
2,467 |
1,273 |
18 |
- |
3,758 |
|||||||||||||||
Natural gas liquids |
171 |
26 |
9 |
- |
206 |
|||||||||||||||
Revenue from sale of hydrocarbons |
12,579 |
1,575 |
2,461 |
- |
16,615 |
|||||||||||||||
Intersegment revenue 1
|
(455) |
(5) |
460 |
- |
- |
|||||||||||||||
Processing and services revenue |
175 |
- |
- |
- |
175 |
|||||||||||||||
Shipping and other revenue |
- |
- |
27 |
- |
27 |
|||||||||||||||
Other revenue |
(280) |
(5) |
487 |
- |
202 |
|||||||||||||||
Operating revenue 2
|
12,299 |
1,570 |
2,948 |
- |
16,817 |
|||||||||||||||
Production costs |
(975) |
(313) |
- |
7 |
(1,281) |
|||||||||||||||
Royalties, excise and levies |
(540) |
(39) |
- |
(17) |
(596) |
|||||||||||||||
Insurance |
(35) |
(7) |
- |
(1) |
(43) |
|||||||||||||||
Inventory movement |
44 |
(3) |
- |
- |
41 |
|||||||||||||||
Costs of production |
(1,506) |
(362) |
- |
(11) |
(1,879) |
|||||||||||||||
Property, plant and equipment depreciation and amortisation |
(2,326 |
) |
(439 |
) |
- |
(33 |
) |
(2,798 |
) |
|||||||||||
Shipping and direct sales costs |
(312 |
) |
(36 |
) |
(73 |
) |
142 |
(279 |
) |
|||||||||||
Trading costs |
(14 |
) |
- |
(1,763 |
) |
- |
(1,777 |
) |
||||||||||||
Other hydrocarbon costs |
(19 |
) |
- |
- |
- |
(19 |
) |
|||||||||||||
Other cost of sales |
(4 |
) |
- |
- |
- |
(4 |
) |
|||||||||||||
Movement in onerous contract provision 3
|
- |
- |
216 |
- |
216 |
|||||||||||||||
Other cost of sales |
(349 |
) |
(36 |
) |
(1,620 |
) |
142 |
(1,863 |
) |
|||||||||||
Cost of sales |
(4,181 |
) |
(837 |
) |
(1,620 |
) |
98 |
(6,540 |
) |
|||||||||||
Gross profit |
8,118 |
733 |
1,328 |
98 |
10,277 |
|||||||||||||||
Other income 4
|
722 |
4 |
5 |
4 |
735 |
|||||||||||||||
Exploration and evaluation expenditure 5
|
(20 |
) |
(277 |
) |
- |
1 |
(296 |
) |
||||||||||||
Amortisation of permit acquisition |
(1 |
) |
(9 |
) |
- |
- |
(10 |
) |
||||||||||||
Write-offs 6
|
- |
(164 |
) |
- |
- |
(164 |
) |
|||||||||||||
Exploration and evaluation |
(21 |
) |
(450 |
) |
- |
1 |
(470 |
) |
||||||||||||
General, administrative and other costs 7
|
(13 |
) |
(21 |
) |
(10 |
) |
(747 |
) |
(791 |
) |
||||||||||
Depreciation of lease assets |
(49 |
) |
(11 |
) |
- |
(80 |
) |
(140 |
) |
|||||||||||
Restoration movement |
(234 |
) |
(46 |
) |
- |
8 |
(272 |
) |
||||||||||||
Other 8
|
(8 |
) |
(84 |
) |
(475 |
) |
(486 |
) |
(1,053 |
) |
||||||||||
Other costs |
(304 |
) |
(162 |
) |
(485 |
) |
(1,305 |
) |
(2,256 |
) |
||||||||||
Other expenses |
(325 |
) |
(612 |
) |
(485 |
) |
(1,304 |
) |
(2,726 |
) |
||||||||||
Impairment losses |
- |
- |
- |
- |
- |
|||||||||||||||
Impairment reversals 9
|
900 |
- |
- |
- |
900 |
|||||||||||||||
Profit/(loss) before tax and net finance costs |
9,415 |
125 |
848 |
(1,202 |
) |
9,186 |
||||||||||||||
1. |
Intersegment revenue comprises the incremental income net of all associated expenses generated by the Marketing segment’s optimisation of the oil and gas portfolio. The value is incremental income net of incremental costs. |
2. |
Operating revenue includes revenue from contracts with customers of $ 16,790 million and sub-lease income of $27 million disclosed within shipping and other revenue. |
3. |
Comprises changes in estimates of $245 million offset by provisions used of $ 29 million. |
4. |
Includes initial gain on Train 2 sell-down of $427 million, revaluation gain on the remeasurement of the Train 2 sell-down variable consideration of $ 71 |
5. |
Includes $142 million for various costs relating to the Group’s exit from the Orphan Basin exploration licences in Canada. |
6. |
$125 million relates to costs of unsuccessful wells that have been written off. |
7. |
Transaction costs of $419 million incurred as a result of the BHPP merger on 1 June 2022 are included in the New energy/Corporate segment. |
8. |
Includes losses on hedging activities and changes in fair value of derivative financial instruments of $ 960 million in the Marketing and New energy/Corporate segments and other expenses not associated with the ongoing operations of the business. |
9. |
Impairment reversals on property, plant and equipment. |
A.2 |
Finance costs |
|
2024 US$m |
2023 US$m |
2022 US$m |
||||||||||
Interest on interest-bearing liabilities |
350 |
229 |
212 |
|||||||||
Interest on lease liabilities |
102 |
102 |
103 |
|||||||||
Accretion charge |
293 |
238 |
110 |
|||||||||
Other finance costs |
30 |
49 |
36 |
|||||||||
Less: Finance costs capitalised against qualifying assets |
(410) |
(311) |
(294) |
|||||||||
365 |
307 |
167 |
||||||||||
A.3 |
Dividends paid and proposed |
|
2024 US$m |
2023 US$m |
2022 US$m |
||||||||||
(a) Dividends paid during the financial year |
||||||||||||
Prior year fully franked final dividend 1
|
1,139 |
2,734 |
1,018 |
|||||||||
Current year fully franked interim dividend 2
|
1,310 |
1,519 |
2,070 |
|||||||||
2,449 |
4,253 |
3,088 |
||||||||||
(b) Dividend declared subsequent to the reporting period (not recorded as a liability) |
||||||||||||
Final dividend 3
|
1,006 |
1,139 |
2,734 |
|||||||||
(c) Other information |
||||||||||||
Current year dividends per share (US cents) |
122 |
140 |
253 |
|||||||||
1. |
2024: US$0.60, paid on 4 April 2024 |
2023: |
US$1.44, paid on 5 April 2023 |
2022: |
US$1.05, paid on 23 March 2022 |
2. |
2024: US$0.69, paid on 3 October 2024 |
2023: |
US$0.80, paid on 28 September 2023 |
2022: |
US$1.09, paid on 6 October 2022 |
3. |
2024: US$0.53, to be paid on 2 April 2025 |
2023: |
US$0.60, paid on 4 April 2024 |
2022: |
US$1.44, paid on 5 April 2023 |
A.4 |
Earnings per share |
2024 |
2023 |
2022 |
||||||||||
Profit attributable to equity holders of the parent (US$m) |
|
3,573 |
|
|
1,660 |
|
|
6,498 |
|
|||
Weighted average number of shares on issue for basic earnings per share |
1,895,703,924 |
1,896,498,169 |
1,511,257,404 |
|||||||||
Effect of dilution from contingently issuable shares |
16,221,362 |
14,444,802 |
13,061,376 |
|||||||||
Weighted average number of shares on issue adjusted for the effect of dilution |
1,911,925,286 |
1,910,942,971 |
1,524,318,780 |
|||||||||
Basic earnings per share (US cents) |
188.5 |
87.5 |
430.0 |
|||||||||
Diluted earnings per share (US cents) |
186.9 |
86.9 |
426.3 |
|||||||||
A.5 |
Taxes |
|
|
2024 US$m |
|
|
2023 US$m |
|
|
2022 US$m |
|
||||
(a) Tax expense comprises |
||||||||||||
| Petroleum resource rent tax (PRRT) |
||||||||||||
Current tax expense |
396 |
367 |
501 |
|||||||||
Deferred tax (benefit)/expense |
(487 |
) |
531 |
(814 |
) |
|||||||
PRRT (benefit)/expense |
(91 |
) |
898 |
(313 |
) |
|||||||
Income tax |
||||||||||||
Current year |
||||||||||||
Current tax expense |
1,420 |
1,872 |
2,256 |
|||||||||
Deferred tax (benefit)/expense |
(484 |
) |
(1,255 |
) |
701 |
|||||||
Adjustment to prior years |
||||||||||||
Current tax (benefit)/expense |
(177 |
) |
14 |
(276 |
) |
|||||||
Deferred tax expense |
55 |
22 |
231 |
|||||||||
Income tax expense |
814 |
653 |
2,912 |
|||||||||
Tax expense |
723 |
1,551 |
2,599 |
|||||||||
|
|
2024 US$m |
|
|
2023 US$m |
|
|
2022 US$m |
|
||||
(b) Reconciliation of income tax expense |
||||||||||||
Profit before tax |
4,369 |
3,273 |
9,174 |
|||||||||
PRRT benefit/(expense) |
91 |
(898 |
) |
313 |
||||||||
Profit before income tax |
4,460 |
2,375 |
9,487 |
|||||||||
Income tax expense calculated at 30% |
1,338 |
712 |
2,847 |
|||||||||
Effect of tax rate differentials |
(75 |
) |
91 |
(141 |
) |
|||||||
Effect of deferred tax assets not recognised |
76 |
155 |
150 |
|||||||||
Effect of tax losses and credits previously unrecognised |
(442 |
) |
(332 |
) |
- |
|||||||
Effect of goodwill impairment |
- |
109 |
- |
|||||||||
Reduction in deferred tax liability due to held for sale basis |
(94 |
) |
(78 |
) |
- |
|||||||
Foreign exchange impact on tax expense/(benefit) |
87 |
(58 |
) |
(44 |
) |
|||||||
Adjustment to prior years |
(122 |
) |
36 |
(45 |
) |
|||||||
Integration and transaction costs non-deductible
|
- |
4 |
142 |
|||||||||
Other |
46 |
14 |
3 |
|||||||||
Income tax expense 1
|
814 |
653 |
2,912 |
|||||||||
|
|
2024 US$m |
|
|
2023 US$m |
|
|
2022 US$m |
|
||||
(c) Reconciliation of PRRT expense |
||||||||||||
Profit before tax |
4,369 |
3,273 |
9,174 |
|||||||||
Non-PRRT assessable profit |
(2,631 |
) |
(1,780 |
) |
(6,197 |
) |
||||||
PRRT projects profit before tax |
1,738 |
1,493 |
2,977 |
|||||||||
PRRT expense calculated at 40% |
695 |
598 |
1,191 |
|||||||||
(Recognition)/derecognition of Pluto general expenditure 2
|
(502 |
) |
611 |
(1,362 |
) |
|||||||
Recognition of transferred exploration spend |
- |
(18 |
) |
- |
||||||||
Augmentation |
(266 |
) |
(292 |
) |
(175 |
) |
||||||
Other |
(18 |
) |
(1 |
) |
33 |
|||||||
PRRT (benefit)/expense |
(91 |
) |
898 |
(313 |
) |
|||||||
|
|
2024 US$m |
|
|
2023 US$m |
|
|
2022 US$m |
|
||||
(d) Deferred tax income statement reconciliation |
||||||||||||
PRRT |
||||||||||||
Production and growth assets |
(304 |
) |
1,206 |
(710 |
) |
|||||||
Augmentation for current year |
(266 |
) |
(292 |
) |
(175 |
) |
||||||
Provisions |
35 |
(372 |
) |
(12 |
) |
|||||||
Other |
48 |
(11 |
) |
83 |
||||||||
PRRT (benefit)/expense |
(487 |
) |
531 |
(814 |
) |
|||||||
Income tax |
||||||||||||
Property, plant and equipment |
(660 |
) |
(529 |
) |
292 |
|||||||
Exploration and evaluation assets |
35 |
38 |
14 |
|||||||||
Lease assets and liabilities |
6 |
(20 |
) |
25 |
||||||||
Provisions |
62 |
(232 |
) |
151 |
||||||||
PRRT assets and liabilities |
251 |
(175 |
) |
236 |
||||||||
Unused tax losses and tax credits |
2 |
(221 |
) |
19 |
||||||||
Assets held for sale |
(36 |
) |
(86 |
) |
205 |
|||||||
Intangible assets |
6 |
- |
- |
|||||||||
Derivatives |
(109 |
) |
(21 |
) |
21 |
|||||||
Other |
14 |
13 |
(31 |
) |
||||||||
Income tax deferred tax (benefit)/expense |
(429 |
) |
(1,233 |
) |
932 |
|||||||
Deferred tax (benefit)/expense |
(916 |
) |
(702 |
) |
118 |
|||||||
|
|
2024 US$m |
|
|
2023 US$m |
|
|
2022 US$m |
|
||||
| (e) Deferred tax other comprehensive income reconciliation |
||||||||||||
| Income tax |
||||||||||||
Derivatives |
34 |
77 |
(64 |
) |
||||||||
Other |
(8 |
) |
7 |
(2 |
) |
|||||||
Deferred income tax expense/(benefit) via other comprehensive income |
26 |
84 |
(66 |
) |
||||||||
1. |
The global operations effective income tax rate (EITR) of 18.3% (2023: 27.5%, 2022: 30.7%) is calculated as the Group’s income tax expense divided by profit before income tax. The Australian operations EITR of 26.9% (2023: 30.2%, 2022: 30.0%) is calculated with reference to all Australian companies and excludes foreign exchange on settlement and revaluation of income tax liabilities. The reduction in the 2024 EITR compared to 2023 is predominantly due to a number of one-off transactions, including the recognition of a net deferred tax asset of $342 million on Sangomar subsequent to the project achieving first oil and the recognition of a tax benefit of $94 million related to Woodside’s sale of 15.1% share in the Scarborough project. The EITR would increase to 28.8% for global operations when excluding these one-off transactions, foreign exchange on income tax liabilities and income tax adjustments related to prior periods. The Australian operations EITR would increase to 31.7% when excluding the tax benefit arising from the sale of Woodside’s 15.1% share in the Scarborough project and income tax adjustments related to prior periods. |
2. |
In 2024, the $502 million increase of the Pluto PRRT deferred tax asset is due to the recognition of previously unrecognised deductible expenditure that is now considered to be recoverable on the basis of future taxable profits being available to utilise the expenditure. In 2023, $637 million of the Pluto PRRT deferred tax asset was derecognised on the basis that it would not be recoverable. |
| 2024 US$m |
2023 US$m |
|||||||||||
| |
||||||||||||
| (f) Deferred tax balance sheet reconciliation |
||||||||||||
| Deferred tax assets |
||||||||||||
PRRT |
||||||||||||
Production and growth assets |
784 |
455 |
||||||||||
Augmentation for current year |
264 |
231 |
||||||||||
Provisions |
470 |
445 |
||||||||||
Other |
(70) |
(30) |
||||||||||
PRRT deferred tax assets |
1,448 |
1,101 |
||||||||||
Income tax |
||||||||||||
Property, plant and equipment |
(1,291) |
(1,388) |
||||||||||
Exploration and evaluation assets |
51 |
60 |
||||||||||
Lease assets and liabilities |
58 |
40 |
||||||||||
Unused tax losses and tax credits |
1,684 |
1,686 |
||||||||||
Derivatives |
11 |
- |
||||||||||
Provisions |
412 |
227 |
||||||||||
Other |
20 |
(9) |
||||||||||
Income tax deferred tax assets |
945 |
616 |
||||||||||
Deferred tax assets |
2,393 |
1,717 |
||||||||||
Deferred tax liabilities |
||||||||||||
PRRT |
||||||||||||
Production and growth assets |
990 |
1,309 |
||||||||||
Augmentation for current year |
(2) |
(38) |
||||||||||
Provisions |
(935) |
(995) |
||||||||||
Other |
121 |
113 |
||||||||||
PRRT deferred tax liabilities |
174 |
389 |
||||||||||
Income tax |
||||||||||||
Property, plant and equipment |
2,386 |
2,939 |
||||||||||
Exploration and evaluation assets |
153 |
127 |
||||||||||
Lease assets and liabilities |
(24) |
(48) |
||||||||||
Provisions |
(1,615) |
(1,856) |
||||||||||
PRRT assets and liabilities |
369 |
118 |
||||||||||
Assets held for sale |
- |
36 |
||||||||||
Intangible assets |
160 |
- |
||||||||||
Derivatives |
(67) |
(2) |
||||||||||
Other |
(39) |
(76) |
||||||||||
Income tax deferred tax liabilities |
1,323 |
1,238 |
||||||||||
Deferred tax liabilities |
1,497 |
1,627 |
|
|||||||||
|
Key estimates and judgements |
(a) Income tax classification |
Judgement is required when determining whether a particular tax is an income tax or another type of tax. PRRT is considered, for accounting purposes, to be an income tax. Accounting for deferred tax is applied to income taxes as described above, but is not applied to other types of taxes, e.g. North West Shelf royalties, excise and levies which are recognised in cost of sales in the income statement. |
(b) Deferred tax asset recognition |
Income tax losses and credits: Deferred tax assets (DTAs) relating to carry forward unused tax losses and credits arising from the USA Tax Consolidation Group (USA TCG) of $1,274 million (2023: $1,248 million) and $410 million (2023: $333 million) arising from countries other than Australia and the USA have been recognised. The Group has determined that it is probable that sufficient future taxable income will be available to utilise those losses and credits within those countries. Refer to Note E.9(a) for details of tax consolidated groups. |
DTAs relating to carry forward unused tax losses and credits of $366 million (2023: $232 million) from the USA TCG, $343 million (2023: $189 million) from USA entities outside of the USA TCG and $715 million (2023: $763 million) from countries other than Australia and the USA have not been recognised as it is not currently probable that the losses and credits will be utilised based on current planned activities in those countries. |
Subsequent to achieving first oil on the Sangomar project in June 2024, the Group has recognised a net deferred tax asset of $342 million. In the prior year, as a result of the final investment decision to develop the Trion resource, the Group recognised deferred tax assets of $319 million. |
PRRT: The recoverability of PRRT deferred tax assets is primarily assessed with regard to future oil price assumptions impacting forecast future taxable profits. During the year ended 31 December 2024, the Group increased the Pluto PRRT DTA by $502 million ($351 million post-tax) on the basis of future taxable profits being available to utilise the deductible expenditure. This is primarily driven by increases in forecast pricing assumptions and actual pricing realised during the year ended 31 December 2024. In determining the amount of DTA that is considered probable and eligible for recognition, forecast future taxable profits are risk-adjusted where appropriate by a market premium risk rate to reflect uncertainty inherent in long-term forecasts. A long-term bond rate of 3.2% (31 December 2023: 3.2%) was used for the purposes of augmentation. |
Certain deferred tax assets on deductible temporary differences have not been recognised on the basis that deductions from future augmentation of the recognised deductible temporary difference will be sufficient to offset future taxable profits. $7,490 million (2023: $7,428 million) relates to the North West Shelf Project, $601 million (2023: $872 million) relates to remaining Pluto deductible balances and $795 million (2023: $758 million) relates to Wheatstone. A long-term bond rate of 3.2% (31 December 2023: 3.2%) was used for the purposes of augmentation. |
Had an alternative approach been used to assess recovery of the deferred tax assets, whereby future augmentation was not included in the assessment, additional deferred tax assets would be recognised, with a corresponding benefit to tax expense. It was determined that the approach adopted provides the most meaningful information on the implications of the PRRT regime, whilst ensuring compliance with IAS 12 Income Taxes |
(c) Uncertain tax positions |
|
The Group has tax matters, litigation and other claims, for which the timing of resolution and potential economic outflows are uncertain. Where the Group assesses an outcome for any tax matter, litigation or other claim as more likely than not to be accepted by the relevant tax authority, the position is adopted in the reported tax balances. Because of the complexity of some of these positions, the ultimate outcome may differ from the current estimate of the position. These differences will be reflected as increases or decreases to tax expense in the period in which new information is available. Tax matters without a probable economic outflow and/or presently cannot be measured reliably are contingent liabilities and disclosed in Note E.1 Contingent liabilities and assets. |
B. |
Production and growth assets |
|||
B.1 |
Segment production and growth assets |
Page F-25 |
||
B.2 |
Exploration and evaluation |
Page F-27 |
||
B.3 |
Property, plant and equipment |
Page F-29 |
||
B.4 |
Impairment of exploration and evaluation, property, plant and equipment and goodwill |
Page F-30 |
||
B.5 |
Business combination |
Page F-37 |
||
B.6 |
Intangible assets |
Page F-38 |
||
B.7 |
Significant production and growth asset acquisitions |
Page F-39 |
||
B.8 |
Disposal of assets |
Page F-40 |
B.1 |
Segment production and growth assets |
|
Australia 2024 US$m |
International 2024 US$m |
Marketing 2024 US$m |
New Energy/ Corporate 2024 US$m |
Consolidated 2024 US$m |
||||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Asia Pacific |
571 |
- |
- |
- |
571 |
|||||||||||||||
Americas |
- |
149 |
- |
- |
149 |
|||||||||||||||
Africa |
- |
1 |
- |
- |
1 |
|||||||||||||||
Total exploration and evaluation |
571 |
150 |
- |
- |
721 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Land and buildings |
615 |
57 |
- |
62 |
734 |
|||||||||||||||
Oil and gas properties 1
|
14,320 |
11,467 |
- |
- |
25,787 |
|||||||||||||||
Projects in development |
9,556 |
4,838 |
- |
1,532 |
15,926 |
|||||||||||||||
Other plant and equipment 1
|
- |
- |
- |
189 |
189 |
|||||||||||||||
Total property, plant and equipment |
24,491 |
16,362 |
- |
1,783 |
42,636 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Goodwill |
2,887 |
810 |
- |
169 |
3,866 |
|||||||||||||||
Contract assets 2
|
- |
- |
- |
757 |
757 |
|||||||||||||||
Software 2
|
- |
- |
- |
203 |
203 |
|||||||||||||||
Total intangible assets |
2,887 |
810 |
- |
1,129 |
4,826 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Land and buildings |
102 |
254 |
- |
247 |
603 |
|||||||||||||||
Oil and gas properties 3
|
16 |
1 |
- |
- |
17 |
|||||||||||||||
Other plant and equipment 3
|
123 |
- |
547 |
1 |
671 |
|||||||||||||||
Total lease assets |
241 |
255 |
547 |
248 |
1,291 |
|||||||||||||||
Additions to exploration and evaluation: |
||||||||||||||||||||
Exploration |
- |
22 |
- |
- |
22 |
|||||||||||||||
Evaluation |
17 |
60 |
- |
- |
77 |
|||||||||||||||
Restoration 4
|
- |
- |
- |
- |
- |
|||||||||||||||
17 |
82 |
- |
- |
99 |
||||||||||||||||
Additions to property, plant and equipment: |
||||||||||||||||||||
Acquisitions through business combination and asset acquisitions 5
|
- |
1,367 |
- |
936 |
2,303 |
|||||||||||||||
Property, plant and equipment |
2,794 |
1,828 |
- |
381 |
5,003 |
|||||||||||||||
Capitalised borrowings costs 6
|
278 |
120 |
- |
12 |
410 |
|||||||||||||||
Restoration 4
|
(137 |
) |
(54 |
) |
- |
(1 |
) |
(192 |
) |
|||||||||||
2,935 |
3,261 |
- |
1,328 |
7,524 |
||||||||||||||||
Additions to intangible assets: |
||||||||||||||||||||
Acquisitions through business combination and asset acquisitions 5
|
- |
- |
- |
941 |
941 |
|||||||||||||||
Contract assets 2
|
- |
- |
- |
1 |
1 |
|||||||||||||||
Software 2
|
- |
- |
- |
39 |
39 |
|||||||||||||||
- |
- |
- |
981 |
981 |
||||||||||||||||
Additions to lease assets: |
||||||||||||||||||||
Acquisitions through asset acquisitions 5
|
- |
172 |
- |
- |
172 |
|||||||||||||||
Land and buildings |
15 |
- |
- |
22 |
37 |
|||||||||||||||
Oil and gas properties 3
|
- |
- |
- |
- |
- |
|||||||||||||||
Other plant and equipment 3
|
- |
- |
111 |
- |
111 |
|||||||||||||||
15 |
172 |
111 |
22 |
320 |
||||||||||||||||
1. |
Transferred exploration and evaluation and plant and equipment, which were categories in 2023, have been reviewed and presented in new categories in 2024. Transferred exploration and evaluation and operational plant and equipment have been combined and presented as ‘oil and gas properties’. All remaining plant and equipment have been presented as ‘other plant and equipment’. The 2023 amounts have been reclassified to be presented on the same basis. |
2. |
Intangible assets include software and contract assets which were previously presented within other assets (non-current). The 2023 amounts have been reclassified to be presented on the same basis. |
3. |
Plant and equipment, which was a category in 2023, has been reviewed and presented as ‘oil and gas properties’ and ‘other plant and equipment’ in 2024. The 2023 amounts have been reclassified to be presented on the same basis. |
4. |
Relates to changes in restoration provision assumptions. |
5. |
Refer to Note B.5 for details on business combination and Note B.7 for details on asset acquisitions. |
6. |
Borrowing costs capitalised were at a weighted average interest rate of 4.4%. |
|
Australia 2023 US$m |
International 2023 US$m |
Marketing 2023 US$m |
New Energy/ Corporate 2023 US$m |
Consolidated 2023 US$m |
||||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Asia Pacific |
568 |
- |
- |
- |
568 |
|||||||||||||||
Americas |
- |
76 |
- |
- |
76 |
|||||||||||||||
Africa |
- |
24 |
- |
- |
24 |
|||||||||||||||
Total exploration and evaluation |
568 |
100 |
- |
- |
668 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Land and buildings |
669 |
32 |
- |
- |
701 |
|||||||||||||||
Oil and gas properties 1
|
16,858 |
7,310 |
- |
- |
24,168 |
|||||||||||||||
Projects in development |
7,825 |
7,655 |
- |
244 |
15,724 |
|||||||||||||||
Other plant and equipment 1
|
- |
- |
- |
198 |
198 |
|||||||||||||||
Total property, plant and equipment |
25,352 |
14,997 |
- |
442 |
40,791 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Goodwill |
3,185 |
810 |
- |
- |
3,995 |
|||||||||||||||
Contract assets 2
|
- |
- |
- |
15 |
15 |
|||||||||||||||
Software 2
|
- |
- |
- |
173 |
173 |
|||||||||||||||
Total intangible assets |
3,185 |
810 |
- |
188 |
4,183 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Land and buildings |
94 |
92 |
- |
244 |
430 |
|||||||||||||||
Oil and gas properties 3
|
52 |
55 |
- |
- |
107 |
|||||||||||||||
Other plant and equipment 3
|
144 |
2 |
539 |
8 |
693 |
|||||||||||||||
Total lease assets |
290 |
149 |
539 |
252 |
1,230 |
|||||||||||||||
Additions to exploration and evaluation: |
||||||||||||||||||||
Exploration |
29 |
59 |
- |
- |
88 |
|||||||||||||||
Evaluation |
55 |
108 |
- |
- |
163 |
|||||||||||||||
Restoration 4 |
(5) |
- |
- |
- |
(5) |
|||||||||||||||
79 |
167 |
- |
- |
246 |
||||||||||||||||
Additions to property, plant and equipment: |
||||||||||||||||||||
Property, plant and equipment |
3,127 |
2,000 |
- |
190 |
5,317 |
|||||||||||||||
Capitalised borrowing costs 5
|
188 |
123 |
- |
- |
311 |
|||||||||||||||
Restoration 4 |
779 |
188 |
- |
- |
967 |
|||||||||||||||
4,094 |
2,311 |
- |
190 |
6,595 |
||||||||||||||||
Additions to intangible assets: |
||||||||||||||||||||
Adjustment to BHPP merger purchase price allocation |
33 |
22 |
- |
- |
55 |
|||||||||||||||
Contract assets 2
|
- |
- |
- |
16 |
16 |
|||||||||||||||
Software 2
|
- |
- |
- |
118 |
118 |
|||||||||||||||
33 |
22 |
- |
134 |
189 |
||||||||||||||||
Additions to lease assets: |
||||||||||||||||||||
Land and buildings |
- |
- |
- |
8 |
8 |
|||||||||||||||
Oil and gas properties 3
|
- |
- |
- |
- |
- |
|||||||||||||||
Other plant and equipment 3
|
6 |
- |
114 |
- |
120 |
|||||||||||||||
6 |
- |
114 |
8 |
128 |
||||||||||||||||
1. |
Transferred exploration and evaluation and plant and equipment, which were categories in 2023, have been reviewed and presented in new categories in 2024. Transferred exploration and evaluation and operational plant and equipment have been combined and presented as ‘oil and gas properties’. All remaining plant and equipment have been presented as ‘other plant and equipment’. The 2023 amounts have been reclassified to be presented on the same basis. |
2. |
Intangible assets include software and contract assets which were previously presented within other assets (non-current). The 2023 amounts have been reclassified to be presented on the same basis. |
3. |
Plant and equipment, which was a category in 2023, has been reviewed and presented as “oil and gas properties” and “other plant and equipment” in 2024. The 2023 amounts have been reclassified to be presented on the same basis. |
4. |
Relates to changes in restoration provision assumptions. |
5. |
Borrowing costs capitalised were at a weighted average interest rate of 4.0%. |
B.2 |
Exploration and evaluation |
Asia Pacific US$m |
Americas US$m |
Africa US$m |
Total US$m |
|||||||||||||
Year ended 31 December 2024 |
||||||||||||||||
Carrying amount at 1 January 2024 |
568 |
76 |
24 |
668 |
||||||||||||
Additions |
17 |
81 |
1 |
99 |
||||||||||||
Amortisation of licence acquisition costs |
- |
(8 |
) |
- |
(8 |
) |
||||||||||
Expensed |
(3 |
) |
- |
(6 |
) |
(9 |
) |
|||||||||
Transferred exploration and evaluation |
(11 |
) |
- |
(18 |
) |
(29 |
) |
|||||||||
Carrying amount at 31 December 2024 |
571 |
149 |
1 |
721 |
||||||||||||
Year ended 31 December 2023 |
||||||||||||||||
Carrying amount at 1 January 2023 |
529 |
240 |
38 |
807 |
||||||||||||
Additions |
79 |
161 |
6 |
246 |
||||||||||||
Amortisation of licence acquisition costs |
- |
(2) |
(2) |
(4) |
||||||||||||
Expensed |
(31) |
(28) |
(18) |
(77) |
||||||||||||
Transferred exploration and evaluation 1
|
(9) |
(295) |
- |
(304) |
||||||||||||
Carrying amount at 31 December 2023 |
568 |
76 |
24 |
668 |
||||||||||||
Exploration commitments |
||||||||||||||||
Year ended 31 December 2024 |
4 |
- |
10 |
14 |
||||||||||||
Year ended 31 December 2023 |
3 |
1 |
35 |
39 |
||||||||||||
1 . |
On 20 June 2023, the Group made a final investment decision to develop the Trion resource in Mexico. Related exploration and evaluation assets of $274 million were transferred to property, plant and equipment. |
· |
where the expenditure relates to an exploration discovery for which the assessment of the existence or otherwise of economically recoverable hydrocarbons is not yet complete; or |
· |
where the expenditure is expected to be recouped through successful exploitation of the area of interest, or alternatively, by its sale. |
| Key estimates and judgements |
| (a) Area of interest |
| Typically, an area of interest (AOI) is defined by the Group as an individual geographical area whereby the presence of hydrocarbons is considered favourable or proved to exist. The Group has established criteria to recognise and maintain an AOI. |
| (b) Transfer to projects in development |
| Development activities commence after project sanctioning by the appropriate level of management. Judgement is applied by management in determining when the project is technically feasible and economically viable to transfer to projects in development. |
B.3 |
Property, plant and equipment |
Land and buildings |
Oil and gas properties 1
|
Projects in development 2
|
Other plant and equipment 1
|
Total |
||||||||||||||||
US$m |
US$m |
US$m |
US$m |
US$m |
||||||||||||||||
| |
||||||||||||||||||||
| Year ended 31 December 2024 |
||||||||||||||||||||
| Carrying amount at 1 January 2024 |
701 |
24,168 |
15,724 |
198 |
40,791 |
|||||||||||||||
| Acquisitions through business combination and asset acquisitions 3
|
92 |
- |
2,211 |
- |
2,303 |
|||||||||||||||
| Additions 4
|
- |
(293 |
) |
5,514 |
- |
5,221 |
||||||||||||||
| Disposals at written down value 5
|
(3 |
) |
(4 |
) |
(1,178 |
) |
- |
(1,185 |
) | |||||||||||
| Depreciation and amortisation |
(56 |
) |
(4,419 |
) |
- |
(48 |
) |
(4,523 |
) | |||||||||||
| Completions and transfers 6
|
- |
6,335 |
(6,345 |
) |
39 |
29 |
||||||||||||||
| |
||||||||||||||||||||
| Carrying amount at 31 December 2024 |
734 |
25,787 |
15,926 |
189 |
42,636 |
|||||||||||||||
| |
||||||||||||||||||||
| At 31 December 2024 |
||||||||||||||||||||
| Historical cost |
1,830 |
58,303 |
16,300 |
533 |
76,966 |
|||||||||||||||
| Accumulated depreciation and impairment |
(1,096 |
) |
(32,516 |
) |
(374 |
) |
(344 |
) |
(34,330 |
) | ||||||||||
| |
||||||||||||||||||||
| Net carrying amount |
734 |
25,787 |
15,926 |
189 |
42,636 |
|||||||||||||||
| |
||||||||||||||||||||
| Year ended 31 December 2023 |
||||||||||||||||||||
| Carrying amount at 1 January 2023 |
840 |
23,377 |
15,541 |
161 |
39,919 |
|||||||||||||||
| Additions |
- |
836 |
5,759 |
- |
6,595 |
|||||||||||||||
| Disposals at written down value |
(8) |
(2) |
- |
- |
(10) |
|||||||||||||||
| Depreciation and amortisation |
(67) |
(3,844) |
- |
(45) |
(3,956) |
|||||||||||||||
| Impairment losses 7
|
(64) |
(1,048) |
(328) |
- |
(1,440) |
|||||||||||||||
| Completions and transfers |
- |
4,855 |
(4,633) |
82 |
304 |
|||||||||||||||
| Transfer to assets held for sale |
- |
(6) |
(615) |
- |
(621) |
|||||||||||||||
| |
||||||||||||||||||||
| Carrying amount at 31 December 2023 |
701 |
24,168 |
15,724 |
198 |
40,791 |
|||||||||||||||
| |
||||||||||||||||||||
| At 31 December 2023 |
||||||||||||||||||||
| Historical cost |
1,745 |
51,755 |
16,443 |
496 |
70,439 |
|||||||||||||||
| Accumulated depreciation and impairment |
(1,044) |
(27,587) |
(719) |
(298) |
(29,648) |
|||||||||||||||
| |
||||||||||||||||||||
| Net carrying amount |
701 |
24,168 |
15,724 |
198 |
40,791 |
|||||||||||||||
| |
||||||||||||||||||||
| This note was previously presented as Oil and Gas Properties and has been renamed to Property, Plant and Equipment. |
1. |
Transferred exploration and evaluation and plant and equipment, which were categories in 2023, have been reviewed and presented in new categories in 2024. Transferred exploration and evaluation and operational plant and equipment have been combined and presented as ‘oil and gas properties’. All remaining plant and equipment have been presented as ‘other plant and equipment’. The 2023 amounts have been reclassified to be presented on the same basis. |
2. |
$1,407 million of the carrying amount as at 31 December 2024 in projects in development relates to new energy assets. |
3. |
Refer to Note B.5 for details on business combination and Note B.7 for details on asset acquisitions. Projects in development include the fair value ascribed to future phases of certain projects acquired through business combinations. |
4. |
Includes $5,003 million of capital additions and $410 million of capitalised borrowing costs offset by $192 million following changes in restoration provision. |
5. |
Refer to Note B.8 for details on disposal of assets. |
6. |
Upon first oil in June 2024, the carrying value of the Sangomar project has been transferred from projects in development to oil and gas properties. |
7. |
Refer to Note B.4 for details on impairment. |
· |
Projects in development for oil and gas assets include the costs to acquire, construct, install or complete production and infrastructure facilities such as pipelines and platforms, capitalised borrowing costs, transferred exploration and evaluation assets, development wells and the estimated cost of dismantling and restoration. |
· |
Projects in development for new energy assets include the costs to acquire, construct, install or complete infrastructure facilities, capitalised borrowing costs and the estimated cost of dismantling and restoration. |
· |
Buildings – 24 -40
|
· |
Other plant and equipment – 5 -40
|
· |
Land is not depreciated. |
Key estimates and judgements |
(a) Reserves |
The estimation of reserves requires significant management judgement and interpretation of complex geological and geophysical models in order to make an assessment of the size, shape, depth and quality of reservoirs, and their anticipated recoveries. |
Estimates of oil and natural gas reserves are used to calculate depreciation and amortisation charges for the Group’s oil and gas properties. Judgement is used in determining the economic reserve base applied to each asset. |
Estimates are reviewed at least annually or when there are changes in the economic circumstances impacting specific assets or asset groups. These changes may impact depreciation, asset carrying values, restoration provisions and deferred tax balances. If reserves estimates are revised downwards, earnings could be affected by higher depreciation expense or an immediate write-down of the asset’s carrying value. |
(b) Depreciation and amortisation |
|
Judgement is required to determine when assets are available for use to commence depreciation and amortisation. Depreciation and amortisation generally commences on first production. |
B.4 |
Impairment of exploration and evaluation, property, plant and equipment and goodwill |
Segment |
CGU |
Goodwill carrying amount |
Excess of recoverable amount over CGU carrying amount 1
|
|||
US$m |
US$m |
|||||
Australia |
Pluto-Scarborough 2
|
2,445 |
4,514 |
|||
Australia |
NWS Gas |
442 |
1,612 |
|||
International |
Atlantis |
522 |
98 |
|||
New energy/Corporate |
Beaumont New Ammonia 3
|
169 |
- |
|||
International |
Other goodwill |
288 |
879 |
|||
Total |
3,866 |
1. |
Amounts are with reference to the total CGU value including goodwill. |
2. |
A portion of the goodwill allocated to Pluto-Scarborough was disposed of due to the sell-down to LNG Japan and JERA (refer to Note B.8). |
3. |
Represents goodwill acquired through business combination. Refer to Note B.5 for further details. |
· |
Post-tax discount rate – plus or minus 1% (representing a change of 100 basis points) |
· |
Commodity pricing – plus or minus 10% |
· |
Foreign exchange (FX) rate – plus or minus 10% |
· |
Production volumes – plus or minus 4 %
|
CGU |
Decrease in commodity price 1
|
Increase in post-tax discount rate
|
||||||
% change |
(absolute terms) |
|||||||
Pluto-Scarborough |
N/A |
2 |
N/A |
2 | ||||
NWS Gas |
N/A |
2 |
N/A |
2 | ||||
Atlantis |
(1.5%) |
0.5% |
||||||
1. |
Brent price applies to Pluto-Scarborough and NWS Gas. WTI price (Brent - $4/bbl) applies to Atlantis. |
2. |
Management considers there to be no reasonably possible change in the respective estimate which, in isolation, would result in the estimated recoverable amount being equal to the carrying amount. |
Segment |
CGU |
Goodwill carrying amount |
Excess of recoverable amount over CGU carrying amount 1
| |||
US$m |
US$m | |||||
Australia |
Pluto-Scarborough 2
|
2,743 |
3,051 | |||
Australia |
NWS Gas |
442 |
784 | |||
International |
Atlantis |
522 |
338 | |||
International |
Other goodwill |
288 |
1,176 | |||
3,995 |
1. |
Amounts are with reference to the total CGU value including goodwill. |
2. |
A portion of the goodwill allocated to Pluto-Scarborough was transferred to assets held for sale (refer to Note B.8). |
| CGU |
Description |
Indicator of impairment | ||
| Pyrenees |
Oil asset consisting of a floating production storage and offloading (FPSO) facility off the north-west coast of Western Australia. | Reduction in future production volumes, reflecting a lower-than-expected outcome of drilling activities. | ||
| Shenzi |
Conventional oil and gas field developed through a tension leg platform (TLP) located in the United States. |
Reduction in future production volumes, reflecting lower-than-expected performance of infill sidetracks and performance of the Shenzi North development following start-up. | ||
| Wheatstone |
LNG processing facility in Western Australia, comprising an offshore production platform and two onshore LNG processing trains, a domestic gas plant and associated infrastructure. |
Updated short-term price assumptions (in particular the Japan/Korea Marker (JKM)). | ||
Impairment loss |
||||||||||||||||||||||||||||||
Intangible assets |
Property, plant and equipment |
|||||||||||||||||||||||||||||
Segment |
CGU |
Recoverable amount US$m |
Goodwill US$m |
Land and buildings US$m |
Oil and gas properties 1
US$m |
Projects in development US$m |
Other plant and equipment 1
US$m |
Total US$m |
||||||||||||||||||||||
| Australia |
Pyrenees |
159 |
- |
- |
68 |
- |
- |
68 |
||||||||||||||||||||||
| Australia |
Wheatstone |
2,418 |
- |
64 |
391 |
11 |
- |
466 |
||||||||||||||||||||||
| International |
Shenzi |
1,862 |
477 |
- |
589 |
317 |
- |
1,383 |
||||||||||||||||||||||
1. |
Transferred exploration and evaluation and plant and equipment, which were categories in 2023, have been reviewed and presented in new categories in 2024. Transferred exploration and evaluation and operational plant and equipment have been combined and presented as ‘oil and gas properties’. All remaining plant and equipment have been presented as ‘other plant and equipment’. The 2023 amounts have been reclassified to be presented on the same basis. |
· |
Post-tax discount rate – plus or minus 1% (representing a change of 100 basis points) |
· |
Commodity pricing – plus or minus 10% |
· |
Foreign exchange (FX) rate – plus or minus 12% |
· |
Production volumes – plus or minus 4% |
Sensitivity (US$m) 2
|
||||||||||||||||||||||||||||||||
CGU |
Discount rate increase 3
|
Discount rate decrease 3
|
Commodity price increase 3
|
Commodity price decrease 3
|
FX increase 3
|
FX decrease 3
|
Production increase 3
|
Production decrease 3
|
||||||||||||||||||||||||
| Shenzi |
(67 |
) |
71 |
359 |
(359 |
) |
N/A |
N/A |
47 |
(46 |
) | |||||||||||||||||||||
| Wheatstone |
(88 |
) |
94 |
431 |
(370 |
) |
(36 |
) |
87 |
90 |
(42 |
) | ||||||||||||||||||||
1. |
Increases to carrying amounts are limited to historical impairment losses recognised, net of depreciation and amortisation, that would have been recognised had no impairment taken place. |
2. |
The sensitivities represent the reasonably possible changes to discount rate, commodity price, FX and production volumes assumptions. |
3. |
The relationship between the discount rate, commodity price, FX and production and the carrying amount is
non-linear in certain circumstances which may include fixed costs impacts as well as economic cut
- off modelling. As such, sensitivities are unlikely to result in a symmetrical impact and should not be interpreted in isolation.
|
CGU |
Decrease in commodity price 1
|
Post-tax discount rate |
||||||
% change |
(absolute terms) |
|||||||
Pluto-Scarborough |
N/A |
2 |
N/A |
2 | ||||
NWS Gas |
N/A |
2 |
N/A |
2 | ||||
Atlantis |
(5% |
) |
N/A |
2 | ||||
1. |
Brent price applies to Pluto-Scarborough and NWS Gas. WTI price (Brent - $3/bbl) applies to Atlantis. |
2. |
Management considers there to be no reasonably possible change in the respective estimate which, in isolation, would result in the estimated recoverable amount being equal to the carrying amount. |
· |
Resource estimates – 2P and a portion of 2C reserves (where applicable) for oil and gas properties. The reserves are as disclosed in the Reserves and Resources Statement in the 31 December 2024 and 31 December 2023 Annual Reports. |
· |
Inflation rate – an inflation rate of 2.0 % (2023: 2.0 %) has been applied for US based assets and 2.3 % (2023: 2.5 %) for Australian based assets. |
· |
Foreign exchange rates – a rate of $ 0.75 (2023: $0.75 ) US$:AU$ is based on management’s view of long-term exchange rates. |
· |
Discount rates – a range of post-tax discount rates between 8.5 % and 9.5 % (2023: 8.5 % and 10.5 %) for CGUs has been applied. The discount rate reflects an assessment of the risks specific to the asset. |
· |
Carbon pricing – a long-term price of US$
80 /tonne (
2024 real terms) of emissions ( 2023: US$
80 /tonne
( 2022 real terms)) is based on management’s assumptions on carbon cost pricing and incorporates an evaluation of climate risk. This is applicable to Australian emissions that exceed facility-specific baselines in accordance with Australian regulations, as well as global emissions that exceed voluntary corporate net emissions targets. Woodside continues to monitor the uncertainty around climate change risks and will revise carbon pricing assumptions accordingly. Refer to the Climate change and energy transition section within the basis of preparation for further information. |
· |
LNG price – the majority of LNG sales contracts are linked to an oil price marker and therefore dependent on oil price assumptions. LNG sold into spot markets is typically based on a gas-hub linked price (for example the Title Transfer Facility (TTF) or JKM) and therefore these pricing assumptions are also of relevance in forecasting future revenues. |
· |
Brent oil prices – derived from long-term views of global supply and demand, building upon past experience of the industry and consistent with external sources. Prices are adjusted for premiums and discounts based on the nature and quality of the product. Brent oil price estimates have considered the risk of climate policies along with other factors such as industry investment and cost trends. There is significant uncertainty around how society will respond to the climate challenge; Woodside’s pricing assumptions reflect a ‘best estimate’ scenario in which global governments pursue decarbonisation goals as well as other goals such as energy security and economic development. As with carbon pricing, Woodside continues to monitor this uncertainty and will revise its oil pricing assumptions accordingly in its transition to a lower carbon economy. Further information on climate change risk is provided in the Climate change and energy transition section within the basis of preparation. The nominal Brent oil prices (US$/bbl) used for the year ended 31 December 2024 were: |
2025 |
2026 |
2027 |
2028 |
2029 |
2030 |
|||||||||||||||||||||||
31 December 2024 1
|
80 |
82 |
83 |
84 |
86 |
88 |
||||||||||||||||||||||
31 December 2023 2
|
80 |
76 |
77 |
79 |
80 |
82 |
||||||||||||||||||||||
|
1. Long-term oil prices are based on US$ 78 /bbl (2024 real terms) from 2027 and prices are escalated at 2.0 % onwards.2. Long-term oil prices are based on US$ 70 /bbl (2022 real terms) from 2026 and prices are escalated at 2.0 % onwards. |
|
|||||||||||||||||||||||||||
|
The nominal Brent oil prices (US$/bbl) used for the year ended 31 December 202 3 were: |
|
|||||||||||||||||||||||||||
2024 |
2025 |
2026 |
2027 |
2028 |
2029 |
|||||||||||||||||||||||
31 December 2023 3
|
82 |
80 |
76 |
77 |
79 |
80 |
||||||||||||||||||||||
31 December 2022 4
|
78 |
74 |
76 |
77 |
79 |
80 |
||||||||||||||||||||||
|
3. Long-term oil prices are based on US$ 70 /bbl (2022 real terms) from 2026 and prices are escalated at 2.0 % onwards.4. Long-term oil prices are based on US$ 70 /bbl (2022 real terms) from 2025 and prices are escalated at 2.0 % on-wards.
|
|
|||||||||||||||||||||||||||
B.5 |
Business combination |
Provisional fair value of net identifiable assets and goodwill arising on acquisition date |
US$m |
|||
Cash and cash equivalents |
4 |
|||
Receivables |
720 |
|||
Property, plant and equipment |
936 |
|||
Intangible assets |
766 |
|||
Other assets |
2 |
|||
Payables |
(43 |
) |
||
Deferred tax liabilities |
(168 |
) |
||
Provisions |
(16 |
) |
||
Provisional fair value of net identifiable assets acquired |
2,201 |
|||
Goodwill arising on acquisition |
169 |
|||
Total purchase consideration 1
|
2,370 |
|||
1. |
Total purchase consideration includes $20 million of working capital adjustment. |
Purchase consideration |
US$m |
|||
Cash payment |
1,900 |
|||
Contingent considerationt 2
|
470 |
|||
Total purchase consideration |
2,370 |
|||
2. |
Contingent consideration relating to the remaining 20% of the consideration to be paid to OCI N.V. at project completion. |
Analysis of cash flows on acquisition |
US$m |
|||
Cash payment |
(1,900 |
) |
||
Cash and cash equivalents acquired |
4 |
|||
Net cash flow on acquisition |
(1,896 |
) |
||
|
Key estimates and judgements (a) Nature of acquisition Judgement is required to determine if the acquisition is a business combination due to the stage of completion of the project and the timing of transfer of employees. The project is under construction, with agreements in place to complete construction and transfer a fully operational asset together with a workforce to the Group in 2025. The agreements are in place at acquisition date and provide Woodside with control over the future economic benefits of the project, and the necessary inputs and processes to create outputs, meeting the definition of a business combination. (b) Fair value determination for net assets acquired Judgement is required to determine the fair value of assets acquired and liabilities assumed in a business combination, which can have a material impact on resultant goodwill. This includes the use of a cash flow model to estimate the expected future cash flows and the discount rate used. On acquisition date, the reproduction cost method was used to fair value the property, plant and equipment in its construction phase. The reproduction cost method calculates the cost to construct an equivalent asset with the same specifications. (c) Contingent consideration Judgement is required to determine the fair value of the contingent consideration which includes consideration on the construction progress, estimates to complete compared to the schedule and performance guarantees. |
B.6 |
Intangible assets |
|
Goodwill US$m |
Contract assets 1
US$m |
Software 1
US$m |
Total US$m |
|||||||||||||
Year ended 31 December 2024 |
||||||||||||||||
Carrying amount at 1 January 2024 |
3,995 |
15 |
173 |
4,183 |
||||||||||||
Acquisitions through business combination and assets acquisitions 2
|
169 |
766 |
6 |
941 |
||||||||||||
Additions |
- |
1 |
39 |
40 |
||||||||||||
Amortisation |
- |
(25) |
(15) |
(40) |
||||||||||||
Goodwill disposed 3
|
(298) |
- |
- |
(298) |
||||||||||||
Carrying amount at 31 December 2024 |
3,866 |
757 |
203 |
4,826 |
||||||||||||
At 31 December 2024 |
||||||||||||||||
Cost |
4,343 |
784 |
218 |
5,345 |
||||||||||||
Accumulated impairment/amortisation |
(477) |
(27) |
(15) |
(519) |
||||||||||||
Net carrying amount |
3,866 |
757 |
203 |
4,826 |
||||||||||||
Year ended 31 December 2023 |
||||||||||||||||
Carrying amount at 1 January 2023 |
4,614 |
1 |
55 |
4,670 |
||||||||||||
Adjustment to BHPP merger purchase price allocation |
55 |
- |
- |
55 |
||||||||||||
Additions |
- |
16 |
118 |
134 |
||||||||||||
Amortisation |
- |
(2) |
- |
(2) |
||||||||||||
Impairment losses 4
|
(477) |
- |
- |
(477) |
||||||||||||
Transfer to assets held for sale |
(197) |
- |
- |
(197) |
||||||||||||
Carrying amount at 31 December 2023 |
3,995 |
15 |
173 |
4,183 |
||||||||||||
At 31 December 2023 |
||||||||||||||||
Cost |
4,472 |
17 |
173 |
4,662 |
||||||||||||
Accumulated impairment/amortisation |
(477) |
(2) |
- |
(479) |
||||||||||||
Net carrying amount |
3,995 |
15 |
173 |
4,183 |
||||||||||||
1. |
Intangible assets include software and contract assets which were previously presented within other assets (non-current). The 2023 amounts have been reclassified to be presented on the same basis. |
2. |
Refer to Note B.5 for details on business combination and Note B.7 for details on asset acquisitions. |
3. |
Refer to Note B.8 for details of the sell-down of the Scarborough Joint Venture. |
4. |
Refer to Note B.4 for details on impairment. |
|
Key estimates and judgements (a) Goodwill allocation Judgement is required in the allocation of goodwill to the Group’s CGUs that are expected to benefit from the synergies of the business combination. Refer to Note B.4 for the details of the goodwill allocation. (b) Contract assets In determining the fair value of the contract assets as part of a business combination, estimates are made regarding the pricing assumptions and discount rate. These estimates require management judgement and changes in economic conditions can impact the fair value assessment of the contracts. |
B.7 |
Significant production and growth asset acquisitions |
US$m |
||||
Cash and cash equivalents |
24 |
|||
Receivables |
32 |
|||
Other financial assets |
6 |
|||
Property, plant and equipment |
1,367 |
|||
Intangible assets |
6 |
|||
Lease assets |
172 |
|||
Other assets |
62 |
|||
Payables |
(46 |
) |
||
Other financial liabilities |
(56 |
) |
||
Provisions |
(152 |
) |
||
Tax payable |
(2 |
) |
||
Lease liabilities |
(178 |
) |
||
Interest-bearing liabilities |
(169 |
) |
||
Fair value of net identifiable assets on acquisition |
1,066 |
|||
Acquisition cost |
US$m |
|||
Cash paid for shares |
876 |
|
||
Loan facility |
146 |
|||
Payments for employee related awards |
32 |
|||
Transaction costs |
12 |
|||
Total acquisition cost |
1,066 |
|||
Analysis of cash flows on acquisition |
US$m |
|||
| |
||||
| Acquisition cost |
(1,066 |
) | ||
| Cash and cash equivalent acquired |
24 |
|||
| |
||||
| Net cash flow on acquisition |
(1,042 |
) | ||
| |
||||
· |
Assets and liabilities initially measured at an amount other than cost, are measured by the Group at the amounts specified in the applicable accounting standards. Assets and liabilities in this category include financial assets and financial liabilities recognised initially at fair value, lease assets and liabilities measured in accordance with the accounting standard for leases, and employee benefit liabilities measured in accordance with the accounting standard for employee benefits. |
· |
The residual transaction price is allocated to the remaining identifiable assets and liabilities based on their relative fair values at the date of the acquisition. |
| Key estimates and judgements (a) Nature of acquisition Judgement is required to determine if the transaction is the acquisition of an asset or a business combination. The Louisiana LNG project is in its preliminary phase with significant construction milestones and costs to be incurred prior to the facility being operational and the acquired assets and liabilities did not meet the criteria for a business combination due to the absence of a substantive process and organised workforce required to convert inputs to outputs. (b) Employee compensation program As part of the acquisition, the Group has assumed the obligation of Tellurian’s compensation programs to its employees. Judgement is required to determine the measurement of the employee provision on acquisition as certain conditions in the compensation programs are linked to future milestones of the Louisiana LNG project. This includes determining the likelihood and timing of the milestones. |
B.8 |
Disposal of assets |
| C. |
Debt and capital |
|||
| C.1 |
Cash and cash equivalents |
Page F-42 | ||
| C.2 |
Interest-bearing liabilities and financing facilities |
Page F-43 | ||
| C.3 |
Contributed equity |
Page F-45 | ||
| C.4 |
Other reserves |
Page F-46 |
C.1 |
Cash and cash equivalents |
| 2024 US$m |
2023 US$m |
|||||||
| |
||||||||
| Cash and cash equivalents |
||||||||
| Cash at bank |
1,603 |
1,198 |
||||||
| Term deposits |
2,320 |
542 |
||||||
| |
||||||||
| Total cash and cash equivalents |
3,923 |
1,740 |
||||||
| |
||||||||
| 2024 US$m |
2023 US$m |
|||||||
| |
||||||||
| US dollar |
3,617 |
1,480 |
||||||
| Australian dollar |
173 |
112 |
||||||
| Other |
133 |
148 |
||||||
| |
||||||||
| Total cash and cash equivalents |
3,923 |
1,740 |
||||||
| |
||||||||
C.2 |
Interest-bearing liabilities and financing facilities |
Liquidity Facilities |
Bilateral Facilities |
Syndicated Facilities |
JBIC Facility |
US Bonds |
Medium Term Notes |
Other |
Total |
|||||||||||||||||||||||||
US$m |
US$m |
US$m |
US$m |
US$m |
US$m |
US$m |
US$m |
|||||||||||||||||||||||||
| Year ended 31 December 2024 |
||||||||||||||||||||||||||||||||
| At 1 January 2024 |
(1 |
) |
(6 |
) |
594 |
- |
4,087 |
200 |
- |
4,874 |
||||||||||||||||||||||
| Debt acquired through asset acquisitions 1
|
- |
- |
- |
- |
- |
- |
169 |
169 |
||||||||||||||||||||||||
| Repayments 1,2
|
- |
- |
- |
- |
- |
- |
(169 |
) |
(169 |
) | ||||||||||||||||||||||
| Drawdowns 2
|
- |
500 |
1,650 |
1,000 |
2,000 |
- |
- |
5,150 |
||||||||||||||||||||||||
| Transaction costs capitalised and amortised |
1 |
1 |
(11 |
) |
- |
(18 |
) |
- |
- |
(27 |
) | |||||||||||||||||||||
| Carrying amount at 31 December 2024 |
- |
495 |
2,233 |
1,000 |
6,069 |
200 |
- |
9,997 |
||||||||||||||||||||||||
| Current |
- |
(2 |
) |
(4 |
) |
- |
996 |
- |
- |
990 |
||||||||||||||||||||||
| Non-current |
- |
497 |
2,237 |
1,000 |
5,073 |
200 |
- |
9,007 |
||||||||||||||||||||||||
| Carrying amount at 31 December 2024 |
- |
495 |
2,233 |
1,000 |
6,069 |
200 |
- |
9,997 |
||||||||||||||||||||||||
| Undrawn balance at 31 December 2024 |
- |
1,600 |
1,200 |
- |
- |
- |
- |
2,800 |
||||||||||||||||||||||||
| Year ended 31 December 2023 |
||||||||||||||||||||||||||||||||
| At 1 January 2023 |
- |
(5 |
) |
591 |
83 |
4,084 |
385 |
- |
5,138 |
|||||||||||||||||||||||
| Repayments 2
|
- |
- |
- |
(83 |
) |
- |
(201 |
) |
- |
(284 |
) | |||||||||||||||||||||
| Fair value adjustment and foreign exchange movement |
- |
- |
- |
- |
- |
16 |
- |
16 |
||||||||||||||||||||||||
| Transaction costs capitalised and amortised |
(1 |
) |
(1 |
) |
3 |
- |
3 |
- |
- |
4 |
||||||||||||||||||||||
| Carrying amount at 31 December 2023 |
(1 |
) |
(6 |
) |
594 |
- |
4,087 |
200 |
- |
4,874 |
||||||||||||||||||||||
| Current 3
|
(1 |
) |
(2 |
) |
(3 |
) |
- |
(3 |
) |
- |
- |
(9 |
) | |||||||||||||||||||
| Non-current |
- |
(4 |
) |
597 |
- |
4,090 |
200 |
- |
4,883 |
|||||||||||||||||||||||
| Carrying amount at 31 December 2023 |
(1 |
) |
(6 |
) |
594 |
- |
4,087 |
200 |
- |
4,874 |
||||||||||||||||||||||
| Undrawn balance at 31 December 2023 |
1,800 |
2,250 |
2,000 |
- |
- |
- |
- |
6,050 |
||||||||||||||||||||||||
1. |
Refer to Note B.7 for details on asset acquisitions. The debt acquired through asset acquisitions was repaid during the year. |
2. |
Included in cash flows classified within financing activities in the consolidated statement of cash flows. |
3. |
The balance relates to capitalised costs amortised within 12 months. This balance was reclassified to other assets (current) for presentation on the consolidated statement of financial position. |
| 2024 US$m |
2023 US$m |
|||||||
| Due for payment in: |
||||||||
| 1 year or less |
1,480 |
212 |
||||||
| 1-2 years |
1,747 |
1,181 |
||||||
| 2-3 years |
1,262 |
962 |
||||||
| 3-4 years |
1,325 |
907 |
||||||
| 4-5 years |
1,965 |
883 |
||||||
| More than 5 years |
5,815 |
1,534 |
||||||
13,594 |
5,679 |
|||||||
| Number of facilities |
Term (years) |
Currency |
Extension option | |||
| 1 |
5 - 6 |
US$ |
Evergreen | |||
| 4 |
4 - 5 |
US$ |
Evergreen | |||
| 4 |
3 - 4 |
US$ |
Evergreen | |||
| 4 |
3 years or less |
US$ |
Evergreen |
Maturity date |
Currency |
Carrying amount (million) |
Nominal interest rate |
|||||||||
| 29 January 2027 |
US$ |
200 |
3.07 |
% | ||||||||
Maturity date |
Carrying amount US$m |
Nominal interest rate |
Bond type |
|||||||||
| 5 March 2025 |
1,000 |
3.65 |
% |
144A |
||||||||
| 15 September 2026 |
800 |
3.70 |
% |
144A |
||||||||
| 15 March 2028 |
800 |
3.70 |
% |
144A |
||||||||
| 4 March 2029 |
1,500 |
4.50 |
% |
144A |
||||||||
| 12 September 2034 |
1,250 |
5.10 |
% |
SEC-registered |
||||||||
| 12 September 2054 |
750 |
5.70 |
% |
SEC-registered |
||||||||
C.3 |
Contributed equity |
Number of shares |
US$m | |||||||||
| Year ended 31 December 2024 |
||||||||||
| Opening balance |
1,898,749,771 |
29,001 |
||||||||
| Amounts as at 31 December 2024 |
1,898,749,771 |
29,001 |
||||||||
| Year ended 31 December 2023 |
||||||||||
| Opening balance |
1,898,749,771 |
29,001 |
||||||||
| Amounts as at 31 December 2023 |
1,898,749,771 |
29,001 |
||||||||
| Year ended 31 December 2022 |
||||||||||
| Opening balance |
969,631,826 |
9,409 |
||||||||
| DRP – ordinary shares issued at US$23.14 (2021 final dividend) 1
|
14,348,997 |
332 |
||||||||
| Ordinary shares issued at US$21.06 for the acquisition of BHPP 2
|
914,768,948 |
19,265 |
||||||||
| Transaction costs associated to the issue of shares |
- |
(5) |
||||||||
| Amounts as at 31 December 2022 |
1,898,749,771 |
29,001 |
||||||||
1. |
Relates to ordinary shares issued for the DRP as part of the 2021 final dividend. The Group purchased on-market shares for the issuance of DRP as part of the 2022 interim dividend. Refer to Note C.3(b) for details of the on-market purchases and allocation. |
2. |
914,768,948 new Woodside shares were issued as consideration for the BHPP merger. |
Employee share plans |
Dividend reinvestment plan |
|||||||||||||||
Number of shares |
US$m |
Number of shares |
US$m |
|||||||||||||
Year ended 31 December 2024 |
||||||||||||||||
Opening balance |
2,140,927 |
(49) |
- |
- |
||||||||||||
Purchases during the year |
4,293,699 |
(81) |
- |
- |
||||||||||||
Vested/allocated during the year |
(3,353,784) |
72 |
- |
- |
||||||||||||
Amounts at 31 December 2024 |
3,080,842 |
(58) |
- |
- |
||||||||||||
Year ended 31 December 2023 |
||||||||||||||||
| Opening balance |
1,873,777 |
(38) |
- |
- |
||||||||||||
| Purchases during the year |
2,332,121 |
(57) |
- |
- |
||||||||||||
| Vested/allocated during the year |
(2,064,971) |
46 |
- |
- |
||||||||||||
| Amounts at 31 December 2023 |
2,140,927 |
(49) |
- |
- |
||||||||||||
| Year ended 31 December 2022 |
||||||||||||||||
| Opening balance |
1,819,744 |
(30) |
- |
- |
||||||||||||
| Purchases during the year |
2,232,589 |
(45) |
6,823,092 |
(144) |
||||||||||||
| Vested during the year |
(2,178,556) |
37 |
(6,823,092) |
144 |
||||||||||||
| Amounts at 31 December 2022 |
1,873,777 |
(38) |
- |
- |
||||||||||||
C.4 |
Other reserves |
| 2024 US$m |
2023 US$m |
2022 US$m |
||||||||||
| Other reserves |
||||||||||||
| Employee benefits reserve |
281 |
290 |
278 |
|||||||||
| Foreign currency translation reserve |
795 |
795 |
796 |
|||||||||
| Hedging reserve |
1 |
88 |
(586) |
|||||||||
| Distributable profits reserve 1 |
3,069 |
4,118 |
3,541 |
|||||||||
| Other reserves |
(38) |
(30) |
2 |
|||||||||
4,108 |
5,261 |
4,031 |
||||||||||
1. |
F
or the year ended 31 December 2024, the
Group transferred $1,400 million of retained earnings to the distributable profits reserve. The increase was offset by the 2023 final and 2024 interim dividend payments of
$2,449 million.
|
| D. |
Other assets and liabilities |
|||
| D.1 |
Segment assets and liabilities |
Page F-48 | ||
| D.2 |
Receivables |
Page F-48 | ||
| D.3 |
Inventories |
Page F-49 | ||
| D.4 |
Payables |
Page F-49 | ||
D.5 |
Provisions |
Page F-50 | ||
| D.6 |
Other financial assets and liabilities |
Page F-52 | ||
D.7 |
Leases |
Page F-54 |
D.1 |
Segment assets and liabilities |
|
2024 US$m |
2023 US$m |
|||||||
(a) Segment assets |
||||||||
Australia |
29,678 |
31,602 |
||||||
International |
19,556 |
17,923 |
||||||
Marketing |
754 |
835 |
||||||
New energy/Corporate |
11,276 |
5,001 |
||||||
61,264 |
55,361 |
|||||||
|
2024 US$m |
2023 US$m |
|||||||
(b) Segment liabilities |
||||||||
Australia |
6,953 |
7,833 |
||||||
International |
2,616 |
2,624 |
||||||
Marketing |
1,115 |
751 |
||||||
New energy/Corporate |
14,427 |
8,983 |
||||||
25,111 |
20,191 |
|||||||
1. |
Excluding deferred tax assets of $2,393 million (2023: $1,717 million). |
D.2 |
Receivables |
|
2024 US$m |
2023 US$m |
|||||||
(a) Receivables (current) |
||||||||
Trade receivables 1
|
972 |
963 |
||||||
Other receivables 1
,2
|
1,270 |
456 |
||||||
Loans receivable |
133 |
73 |
||||||
Lease receivables |
9 |
24 |
||||||
Interest receivable |
6 |
1 |
||||||
2,390 |
1,517 |
|||||||
(b) Receivables (non-current) |
||||||||
Other receivables |
51 |
21 |
||||||
Loans receivable |
776 |
771 |
||||||
Lease receivables |
49 |
47 |
||||||
876 |
839 |
|||||||
1. |
Interest-free and settlement terms are usually between 14 and 30 days. |
2. |
$560 million of the carrying amount as at 31 December 2024 relates to expected reimbursements from OCI N.V. for forecast capital expenditure. Refer to Note B.5 for details. |
D.3 |
Inventories |
|
2024 US$m |
2023 US$m |
|||||||
(a) Inventories (current) |
||||||||
Petroleum products |
||||||||
Goods in transit |
85 |
41 |
||||||
Finished stocks |
135 |
93 |
||||||
Warehouse stores and materials |
457 |
476 |
||||||
Carbon credits |
7 |
6 |
||||||
684 |
616 |
|||||||
(b) Inventories (non-current)
|
||||||||
Warehouse stores and materials |
18 |
3 |
||||||
Carbon credits |
195 |
117 |
||||||
213 |
120 |
|||||||
D.4 |
Payables |
|
2024 US$m |
2023 US$m |
|||||||
Trade and other payables 1
|
2,075 |
1,655 |
||||||
Interest payable 2
|
110 |
69 |
||||||
2,185 |
1,724 |
|||||||
1. |
Interest-free and normally settled on 30 day terms. |
2. |
Details regarding interest-bearing liabilities are contained in Note C.2. |
D.5 |
Provisions |
|
Restoration 1
US$m |
Employee benefits US$m |
Other US$m |
Total US$m |
|||||||||||||
Year ended 31 December 2024 |
||||||||||||||||
At 1 January 2024 |
7,154 |
522 |
281 |
7,957 |
||||||||||||
Acquisitions through business combination and asset acquisitions 2
|
16 |
104 |
48 |
168 |
||||||||||||
Change in provision |
(936 |
) |
28 |
37 |
(871 |
) |
||||||||||
Unwinding of present value discount |
292 |
- |
1 |
293 |
||||||||||||
Carrying amount at 31 December 2024 |
6,526 |
654 |
367 |
7,547 |
||||||||||||
Current |
753 |
402 |
167 |
1,322 |
||||||||||||
Non-current |
5,773 |
252 |
200 |
6,225 |
||||||||||||
Net carrying amount |
6,526 |
654 |
367 |
7,547 |
||||||||||||
Year ended 31 December 2023 |
||||||||||||||||
At 1 January 2023 |
6,253 |
517 |
409 |
7,179 |
||||||||||||
Change in provision |
664 |
5 |
(128) |
541 |
||||||||||||
Unwinding of present value discount |
237 |
- |
- |
237 |
||||||||||||
Carrying amount at 31 December 2023 |
7,154 |
522 |
281 |
7,957 |
||||||||||||
Current |
1,011 |
351 |
144 |
1,506 |
||||||||||||
Non-current |
6,143 |
171 |
137 |
6,451 |
||||||||||||
Net carrying amount |
7,154 |
522 |
281 |
7,957 |
||||||||||||
1. |
2
024 change in provision is due to provisions used of
$887
million, changes in macroeconomic factors million. Changes in estimates are due to increasing the provisions by $647 million, offset by changes in estimates of $598new activities, revisions to cost and removal scope assumptions and and rate changes supported by most recent estimatesbenchmarks.
|
2. |
Refer to Note B.5 for details of business combination and Note B.7 for details of asset acquisitions. |
|
Key estimates and judgements (a) Restoration obligations The Group estimates the future decommissioning and remediation costs of offshore oil and gas platforms, offshore and onshore production facilities, wells and pipelines at different stages of the development and construction of assets or facilities including for new energy assets. In many instances, decommissioning of assets occurs many years into the future. The Group’s restoration obligations are based on compliance with the requirements of relevant regulations which vary for different jurisdictions. For example Australian regulations require full removal for offshore assets unless regulator approval is received to decommission in-situ. It is currently the Group’s assumption that in some regulatory jurisdictions and environments, certain infrastructures are decommissioned in-situ where it can be demonstrated that this will deliver equal or better environmental outcomes than full removal and that regulatory approval is obtained where arrangements are satisfactory to the regulator. The Group maintains technical expertise to ensure that industry learnings, scientific research and local and international guidelines are reviewed in assessing its restoration obligations.The restoration obligation requires judgemental assumptions regarding removal date, environmental legislation and regulations, the extent of restoration activities required, the engineering methodology for estimating cost, technologies used in determining the decommissioning cost, and liability-specific discount rates to determine the present value of these cash flows. Expected value approach For both onshore and offshore assets, provision has been made taking into consideration a risked range of possible removal outcomes, including full removal of certain assets or project-specific risks (where applicable). Individual site provisions are an estimate of the expected value of future cash flows required to rehabilitate the relevant site using current restoration standards and techniques and taking into account risks and uncertainties. Individual site provisions are discounted to their present value using risk free country-specific discount rates aligned to the estimated timing of cash outflows. This approach takes into consideration the possibility that full removal of all assets may be required. Inherent uncertainties The basis of the restoration obligation provision for assets with approved decommissioning plans or general directions issued by the regulator can differ from the assumptions disclosed above. Whilst the provisions reflect the Group’s best estimate based on current knowledge and information, further studies and detailed analysis of the restoration activities for individual assets will be ongoing to ensure that the most accurate information is available when detailed decommissioning plans are required to be submitted to the relevant regulatory authorities. Actual costs and cash outflows can materially differ from the current estimate as a result of changes in regulations and their application, prices, analysis of site conditions, further studies, timing of restoration and changes in removal technology. These uncertainties may result in actual expenditure differing from amounts included in the provision recognised as at 31 December 2024. A range of
pre-tax discount rates between 4.0% and 4.9% (2023: 3.7% and 5.0%) has been applied. If the discount rates were decreased by 0.5% then the provision would be $336 million higher. If the cost estimates were increased by 10% then the provision would be $653 million higher. The proportion of the
non-current balance not expected to be settled within 10 years is 53% (2023: 55%). |
D.6 |
Other financial assets and liabilities |
| 2024 US$m |
2023 US$m |
|||||||
| |
||||||||
| Other financial assets |
||||||||
| Financial instruments at fair value through profit and loss |
||||||||
| Derivative financial instruments designated as hedges |
186 |
248 |
||||||
| Other financial assets |
28 |
53 |
||||||
| Financial instruments at fair value through other comprehensive income |
||||||||
| Other financial assets |
89 |
28 |
||||||
| |
||||||||
| Total other financial assets |
303 |
329 |
||||||
| |
||||||||
| Current |
185 |
209 |
||||||
| Non-current |
118 |
120 |
||||||
| |
||||||||
| Net carrying amount |
303 |
329 |
||||||
| |
||||||||
| Other financial liabilities |
||||||||
| Financial instruments at fair value through profit and loss |
||||||||
| Derivative financial instruments designated as hedges |
169 |
74 |
||||||
| Embedded derivative |
349 |
35 |
||||||
| |
||||||||
| Total other financial liabilities |
518 |
109 |
||||||
| |
||||||||
| Current |
139 |
67 |
||||||
| Non-current |
379 |
42 |
||||||
| |
||||||||
| Net carrying amount |
518 |
109 |
||||||
| |
||||||||
· |
As at 31 December 2024, the Group hedged approximately 30
MMboe of
2025 oil production at an average price of approximately $78.7
per barrel.
|
· |
The Group also has a hedging program for Corpus Christi LNG volumes designed to protect against downside pricing risk. These hedges are HH and TTF commodity swaps. Approximately 94% of 2025 and 67% of 2026 volumes have been hedged. |
· |
Through foreign exchange forward contracts, the Group hedged the Australian dollar to US dollar exchange rate for a portion of the Australian dollar denominated capital expenditure expected to be incurred for the Scarborough development. |
2024 |
2023 |
|||||||
| Brent commodity swaps (cash flow hedges) |
||||||||
| Carrying amount (US$m) |
137 |
(14 |
) | |||||
| Notional amount (MMbbl) 1
|
31 |
29 |
||||||
| Maturity date |
2025 |
2024 |
||||||
| Hedge ratio |
1:1 |
1:1 |
||||||
| Weighted average hedged rate (US$/MMbbl) |
79 |
76 |
||||||
| HH Natural Gas commodity swaps (cash flow hedges) |
||||||||
| Carrying amount (US$m) |
8 |
(44 |
) | |||||
| Notional amount (TBtu) 1
|
79 |
38 |
||||||
| Maturity date |
2025-2026 |
2024-2025 |
||||||
| Hedge ratio |
1:1 |
1:1 |
||||||
| Weighted average hedged rate (US$/MMBtu) |
3.6 |
4.4 |
||||||
| TTF LNG commodity swaps (cash flow hedges) |
||||||||
| Carrying amount (US$m) |
(118) |
181 |
||||||
| Notional amount (TBtu) 1
|
69 |
32 |
||||||
| Maturity date |
2025-2026 |
2024-2025 |
||||||
| Hedge ratio |
1:1 |
1:1 |
||||||
| Weighted average hedged rate (US$/MMBtu) |
11.9 |
18.3 |
||||||
| Interest rate swap (cash flow hedges) |
||||||||
| Carrying amount (US$m) |
35 |
43 |
||||||
| Notional amount (US$m) |
600 |
600 |
||||||
| Maturity date |
2027 |
2027 |
||||||
| Hedge ratio |
1:1 |
1:1 |
||||||
| Weighted average hedged rate |
1.7% |
1.7% |
||||||
FX forwards (cash flow hedges) |
||||||||
| Carrying amount (US$m) |
(45) |
8 |
||||||
| Notional amount (AUD$m) 2
|
2,484 |
1,834 |
||||||
| Maturity date |
2025 |
2024-2025 |
||||||
| Hedge Ratio |
1:1 |
1:1 |
||||||
| Weighted average hedged rate (AUD:USD) |
0.67 |
0.68 |
||||||
1. |
The notional amounts relate to unrealised volumes of the hedge item included in the cash flow hedge reserve. |
2. |
This notional amount represents total since inception of which AUD$985 million is unrealised volumes of the hedge item included in the cash flow hedge reserve. |
| Key estimates and judgements (a) Embedded commodity derivative The fair value of the Perdaman embedded derivative has been estimated using a Monte Carlo simulation model. The assessment requires management to make certain assumptions about the model inputs, including forecast
pricing , discount rate, credit risk and volatility. These assumptions require significant management judgement and are subject to risk and uncertainty. The present value of the embedded derivative was estimated using the assumptions set out below.
· Inflation rate – 2.5% (2023: 2.5%) has been applied.· Discount rate – a pre-tax interest rate curve with a range of 5.80% to 6.95% (2023: range of 5.39% to 7.12%).· Domestic gas pricing – forecast sales are subject to urea pricing. Price assumptions are based on the best market information available at measurement date and derived from short- and long-term views of global supply and demand, building upon past experience of the industry and consistent with external sources. The long-term urea price is determined with reference to the prevailing gas hub (TTF) prices available in the market at reporting date.
The embedded derivative is most sensitive to changes in discount rates and pricing, which may result in unrealised gains or losses recognised in other income/expenses in the future. The nominal impact of the effects of changes to discount rate and long-term price assumptions are estimated as follows: |
| |
Change in assumption 1
|
US$m |
||||||
| Urea sales price: increase of 10% |
125 |
|||||||
| Urea sales price: decrease of 10% |
(125 |
) |
||||||
| Discount rate: increase of 1.5% 2
|
(163 |
) |
||||||
| Discount rate: decrease of 1.5% 2
|
201 |
| 1. Amounts shown represent the change of the present value of the contract keeping all other variables constant. 2. A change of 1.5% represents 150 basis points. |
D.7 |
Leases |
Land and buildings |
Oil and gas properties 1
|
Other plant and equipment 1
|
Total |
|||||||||||||
US$m |
US$m |
US$m |
US$m |
|||||||||||||
| Lease assets |
||||||||||||||||
| Year ended 31 December 2024 |
||||||||||||||||
| Carrying amount at 1 January 2024 |
430 |
107 |
693 |
1,230 |
||||||||||||
| Acquisitions through assets acquisitions 2
|
172 |
- |
- |
172 |
||||||||||||
| Additions |
37 |
- |
111 |
148 |
||||||||||||
| Disposals at written down value |
- |
(1) |
(1) |
(2) |
| |||||||||||
| Lease remeasurements |
16 |
17 |
10 |
43 |
||||||||||||
| Depreciation |
(52) |
(106) |
(142) |
(300) |
||||||||||||
| Carrying amount at 31 December 2024 |
603 |
17 |
671 |
1,291 |
||||||||||||
| At 31 December 2024 |
||||||||||||||||
| Historical cost and remeasurements |
825 |
518 |
1,235 |
2,578 |
||||||||||||
| Accumulated depreciation, impairment and disposals |
(222) |
(501) |
(564) |
(1,287) |
||||||||||||
| Net carrying amount |
603 |
17 |
671 |
1,291 |
||||||||||||
| Lease liabilities |
||||||||||||||||
| Year ended 31 December 2024 |
||||||||||||||||
| At 1 January 2024 |
607 |
130 |
878 |
1,615 |
||||||||||||
| Acquisitions through assets acquisitions 2
|
178 |
- |
- |
178 |
||||||||||||
| Additions |
37 |
- |
111 |
148 |
||||||||||||
| Disposals |
- |
(7) |
(1) |
(8) |
||||||||||||
| Repayments (principal and interest) |
(83) |
(118) |
(210) |
(411) |
||||||||||||
| Accretion of interest |
26 |
4 |
72 |
102 |
||||||||||||
| Lease remeasurements |
(31) |
24 |
6 |
(1) |
||||||||||||
| Carrying amount at 31 December 2024 |
734 |
33 |
856 |
1,623 |
||||||||||||
| Current |
55 |
32 |
102 |
189 |
||||||||||||
| Non-current |
679 |
1 |
754 |
1,434 |
||||||||||||
| Carrying amount at 31 December 2024 |
734 |
33 |
856 |
1,623 |
||||||||||||
| Lease assets |
||||||||||||||||
| Year ended 31 December 2023 |
||||||||||||||||
| Carrying amount at 1 January 2023 |
464 |
225 |
575 |
1,264 |
||||||||||||
| Additions |
8 |
- |
120 |
128 |
||||||||||||
| Transfer to assets held for sale |
- |
(3) |
- |
(3) |
||||||||||||
| Lease remeasurements |
7 |
59 |
125 |
191 |
||||||||||||
| Depreciation |
(49) |
(174) |
(127) |
(350) |
||||||||||||
| Carrying amount at 31 December 2023 |
430 |
107 |
693 |
1,230 |
||||||||||||
| At 31 December 2023 |
||||||||||||||||
| Historical cost and remeasurements |
600 |
502 |
1,115 |
2,217 |
||||||||||||
| Accumulated depreciation, impairment and disposals |
(170) |
(395) |
(422) |
(987) |
||||||||||||
| Net carrying amount |
430 |
107 |
693 |
1,230 |
||||||||||||
| Lease liabilities |
||||||||||||||||
| Year ended 31 December 2023 |
||||||||||||||||
| At 1 January 2023 |
623 |
238 |
773 |
1,634 |
||||||||||||
| Additions |
24 |
- |
121 |
145 |
||||||||||||
| Transfer to liabilities directly associated with assets held for sale |
- |
(6) |
(1) |
(7) |
||||||||||||
| Repayments (principal and interest) |
(78) |
(188) |
(203) |
(469) |
||||||||||||
| Accretion of interest |
27 |
12 |
63 |
102 |
||||||||||||
| Lease remeasurements |
11 |
74 |
125 |
210 |
||||||||||||
| Carrying amount at 31 December 2023 |
607 |
130 |
878 |
1,615 |
||||||||||||
| Current |
54 |
114 |
130 |
298 |
||||||||||||
| Non-current |
553 |
16 |
748 |
1,317 |
||||||||||||
| Carrying amount at 31 December 2023 |
607 |
130 |
878 |
1,615 |
||||||||||||
1. |
Plant and equipment, which was a category in 2023, has been reviewed and presented as ‘oil and gas properties’ and ‘other plant and equipment’ in 2024. The 2023 amounts have been reclassified to be presented on the same basis. |
2. |
Refer to Note B.7 for details of asset acquisitions. |
|
|
2024 US$m |
|
|
2023 US$m |
| |||
| Due for payment in: |
||||||||
| 1 year or less |
286 |
415 |
||||||
| 1-2 years |
218 |
240 |
||||||
| 2-3 years |
198 |
194 |
||||||
| 3-4 years |
195 |
180 |
||||||
| 4-5 years |
195 |
181 |
||||||
| More than 5 years |
899 |
1,032 |
||||||
1,991 |
2,242 |
|
|
2024 US$m |
|
|
2023 US$m |
| |||
| Due for payment: |
||||||||
| Within one year |
32 |
33 |
||||||
| After one year but not more than five years |
775 |
889 |
||||||
| Later than five years |
2,360 |
1,242 |
||||||
3,167 |
2,164 |
| Key estimates and judgements (a) Control Judgement is required to assess whether a contract is or contains a lease at inception by assessing whether the Group has the right to direct the use of the identified asset and obtain substantially all the economic benefits from the use of that asset. (b) Lease term Judgement is required when assessing the term of the lease and whether to include optional extension and termination periods. Option periods are only included in determining the lease term at inception when they are reasonably certain to be exercised. Lease terms are reassessed when a significant change in circumstances occurs. On this basis, possible additional lease payments amounting to $2,113 million (2023: $2,000 million) were not included in the measurement of lease liabilities. (c) lnterest in joint arrangements Judgement is required to determine the Group’s rights and obligations for lease contracts within joint operations, to assess whether lease liabilities are recognised gross (100%) or in proportion to the Group’s participating interest in the joint operation. This includes an evaluation of whether the lease arrangement contains a sublease with the joint operation. (d) Discount rates Judgement is required to determine the discount rate, where the discount rate is the Group’s incremental borrowing rate if the rate implicit in the lease cannot be readily determined. The incremental borrowing rate is determined with reference to the Group’s borrowing portfolio at the inception of the arrangement or the time of the modification. |
| E. |
Other items |
|||
| E.1 |
Contingent liabilities and assets |
Page F-58 | ||
| E.2 |
Employee benefits |
Page F-58 | ||
| E.3 |
Related party transactions |
Page F-60 | ||
| E.4 |
Auditor remuneration |
Page F-60 | ||
E.5 |
Events after the end of the reporting period |
Page F-60 | ||
| E.6 |
Joint arrangements |
Page F-61 | ||
E.7 |
Parent entity information |
Page F-62 | ||
| E.8 |
Subsidiaries |
Page F-62 | ||
E.9 |
Other accounting policies |
Page F-66 |
E.1 |
Contingent liabilities and assets |
|
2024 US$m |
2023 US$m |
|||||||
Contingent liabilities at reporting date |
||||||||
Contingent liabilities |
281 |
260 |
||||||
Guarantees |
1 |
2 |
||||||
282 |
262 |
|||||||
E.2 |
Employee benefits |
|
2024 US$m |
2023 US$m |
2022 US$m |
||||||||||
Employee benefits |
521 |
494 |
415 |
|||||||||
Share-based payments |
23 |
39 |
26 |
|||||||||
Defined contribution plan costs |
51 |
53 |
41 |
|||||||||
Defined benefit plan expense |
7 |
17 |
9 |
|||||||||
602 |
603 |
491 |
||||||||||
|
2024 US$ |
2023 US$ |
2022 US$ |
||||||||||
Short-term employee benefits |
6,810,215 |
5,245,763 |
5,730,340 |
|||||||||
Post-employment benefits |
262,790 |
215,856 |
155,086 |
|||||||||
Share-based payments |
5,265,736 |
3,693,072 |
3,114,043 |
|||||||||
Long-term employee benefits |
483,452 |
213,562 |
4,300 |
|||||||||
Termination benefits |
724,287 |
- |
152,531 |
|||||||||
13,546,480 |
9,368,253 |
9,156,300 |
||||||||||
|
Number of performance awards |
||||||||||||||||
Employee Plans |
Executive Plans |
|||||||||||||||
WEP |
SWEP |
Short-term awards 4
|
Long-term awards 4
|
|||||||||||||
Year ended 31 December 2024 |
||||||||||||||||
Opening balance |
9,125,440 |
1,556,573 |
1,066,237 |
2,696,552 |
||||||||||||
Granted during the year 1,2,3
|
5,188,220 |
48,179 |
918,543 |
364,378 |
||||||||||||
Vested during the year |
(1,833,896 |
) |
(1,038,583 |
) |
(231,156 |
) |
(250,149 |
) |
||||||||
Forfeited during the year |
(716,686 |
) |
(108,599 |
) |
(201,956 |
) |
(361,735 |
) |
||||||||
Awards at 31 December 2024 |
11,763,078 |
457,570 |
1,551,668 |
2,449,046 |
||||||||||||
US$m |
US$m |
US$m |
US$m |
|||||||||||||
Fair value of awards granted during the year |
70 |
1 |
18 |
8 |
||||||||||||
|
Number of performance awards |
||||||||||||||||
Employee Plans |
Executive Plans |
|||||||||||||||
WEP |
SWEP |
Short-term awards 4
|
Long-term awards 4
|
|||||||||||||
Year ended 31 December 2023 |
||||||||||||||||
Opening balance |
6,629,681 |
2,884,076 |
993,197 |
2,554,422 |
||||||||||||
Granted during the year 1,2,3
|
3,445,234 |
100,811 |
420,429 |
658,969 |
||||||||||||
Vested during the year |
(600,271 |
) |
(1,071,291 |
) |
(286,979) |
(106,430 |
) |
|||||||||
Forfeited during the year |
(349,204 |
) |
(357,023 |
) |
(60,410 |
) |
(410,409 |
) |
||||||||
Awards at 31 December 2023 |
9,125,440 |
1,556,573 |
1,066,237 |
2,696,552 |
||||||||||||
US$m |
US$m |
US$m |
US$m |
|||||||||||||
Fair value of awards granted during the year |
60 |
2 |
10 |
12 |
||||||||||||
1. |
For the purpose of valuation, the share price on grant date for the 2024 WEP allocations was $13.54 (2023: $17.54). |
2. |
For the purpose of valuation, the share price on grant date for the 2024 SWEP allocations was $16.04 (2023: $20.78). |
3. |
For the purpose of valuation, the share price on grant date for Restricted Shares was $19.74 and $19.33 (2023: $23.48 and $23.33) and Performance Rights was $12.89 (2023: $15.96). |
4. |
Includes awards issued under Executive Incentive Plan (EIP), EIS and PBP Plus. Short-term awards relate to awards with a vesting period of less than 5 years. Long-term awards relate to awards with a vesting period of 5 years. |
E.3 |
Related party transactions |
E.4 |
Auditor remuneration |
E.5 |
Events after the end of the reporting period |
E.6 |
Joint arrangements |
Group Interest % |
||||||||||
Entity |
Principal activity |
2024 |
2023 |
|||||||
North West Shelf Gas Pty Ltd |
Contract administration services for venturers for LNG sales to Japan. Marketing and administration services for venturers for gas processing. |
33.3 |
33.3 |
|||||||
North West Shelf Liaison Company Pty Ltd |
Liaison for ventures in the sale of LNG to the Japanese market. |
33.3 |
33.3 |
|||||||
China Administration Company Pty Ltd |
Contract administration services for venturers for LNG sales to China. |
33.3 |
33.3 |
|||||||
North West Shelf Shipping Service Company Pty Ltd |
LNG vessel fleet advisor. |
33.3 |
33.3 |
|||||||
North West Shelf Lifting Coordinator Pty Ltd |
Allocating, scheduling and administering the lifting of LNG and pipeline gas. |
33.3 |
33.3 |
|||||||
Group Interest % |
||||||||
2024 |
2023 |
|||||||
Producing and developing assets |
||||||||
Australia |
||||||||
Scarborough 1
|
74.9 |
100.0 | ||||||
North West Shelf |
25.0 - 66.7
|
25.0 - 66.7 |
||||||
Greater Enfield and Vincent |
60.0 |
60.0 |
||||||
Pluto |
90.0 |
90.0 |
||||||
Wheatstone |
13.0 -65.0 |
13.0 -65.0 |
||||||
Bass Strait |
25.0 -50.0 |
25.0 -50.0 |
||||||
Macedon |
71.4 |
71.4 |
||||||
Pyrenees |
40.0 -71.4 |
40.0 -71.4 |
||||||
International |
||||||||
Sangomar |
82.0 |
82.0 |
||||||
Atlantis |
44.0 |
44.0 |
||||||
Mad Dog |
23.9 |
23.9 |
||||||
Shenzi |
72.0 |
72.0 |
||||||
Trion |
60.0 |
60.0 |
||||||
Greater Angostura |
45.0 -68.5 |
45.0 -68.5 |
||||||
Exploration and evaluation assets |
||||||||
Oceania |
||||||||
Browse Basin |
30.6 |
30.6 |
||||||
Carnarvon Basin 2
|
31.6 -70.0 |
31.6 -70.0 |
||||||
Bonaparte Basin 3
|
26.7 -35.0 |
26.7 -35.0 |
||||||
Africa |
||||||||
Congo |
22.5 |
22.5 |
||||||
Senegal |
90.0 |
90.0 |
||||||
Egypt 4
|
25.0 -45.0
|
25.0 -45.0 |
||||||
Americas |
||||||||
US Gulf of Mexico 6
|
23.9 -75.0 |
23.9 -75.0 |
||||||
Liard |
50.0 |
50.0 |
||||||
Kitimat |
50.0 |
50.0 |
||||||
Asia |
||||||||
Myanmar |
45.0 |
45.0 |
||||||
Sunrise |
33.4 |
33.4 |
||||||
Caribbean |
||||||||
Barbados 5
|
60.0 |
60.0 |
||||||
Calypso |
70.0 |
70.0 |
||||||
Other joint operations |
||||||||
Angel |
20.0 |
20.0 |
||||||
Bonaparte Basin |
21.0 |
21.0 |
||||||
1. |
The Group sold down a total of 25.1% interest in the Scarborough project in 2024; 10% to LNG Japan and 15.1% to JERA. |
2. |
The Group surrendered WA-356-P for Carnarvon in 2024. |
3. |
The Group surrendered NT/P86 for Bonaparte in 2024. |
4. |
The Group exited Herodotus Block 2 for Egypt in 2024. |
5. |
The Group relinquished Carlisle Bay for Barbados in 2024. |
6. |
On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters. |
|
Key estimates and judgements (a) Accounting for interests in other entities Judgement is required in assessing the level of control obtained in a transaction to acquire an interest in another entity. Depending upon the facts and circumstances in each case, Woodside may obtain control, joint control or significant influence over the entity or arrangement. Judgement is applied when determining the relevant activities of a project and if joint control is held over it. Relevant activities include, but are not limited to, work program and budget approval, investment decision approval, voting rights in joint operating committees, amendments to permits and changes to joint arrangement participant holdings. Transactions which give Woodside control of a business are business combinations. If Woodside obtains joint control of an arrangement, judgement is also required to assess whether the arrangement is a joint operation or a joint venture. If Woodside has neither control nor joint control, it may be in a position to exercise significant influence over the entity, which is then accounted for as an associate. |
· |
assets, including its share of any assets held jointly; |
· |
liabilities, including its share of any liabilities incurred jointly; |
· |
revenue from the sale of its share of the output arising from the joint operation; |
· |
share of revenue from the sale of the output by the joint operation; and |
· |
expenses, including its share of any expenses incurred jointly. |
E.7 |
Parent entity information |
E.8 |
Subsidiaries |
Name of entity |
Country of incorporation |
Notes |
||||||
Ultimate Parent Entity |
||||||||
Woodside Energy Group Ltd |
Australia |
(1,2,3 |
) |
|||||
Subsidiaries |
||||||||
Company name |
||||||||
Woodside Energy Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Browse Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Burrup Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Burrup Facilities Company Pty Ltd |
Australia |
(5 |
) |
|||||
Burrup Train 1 Pty Ltd |
Australia |
(5 |
) |
|||||
Pluto LNG Pty Ltd |
Australia |
(5 |
) |
|||||
Woodside Burrup Train 2 A Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Karratha Services) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (LNG Fuels and Power) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Domestic Gas) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Algeria) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Name of entity |
Country of incorporation |
Notes |
||||||
Woodside Energy Australia Asia Holdings Pte Ltd |
Singapore |
(4 |
) |
|||||
Woodside Energy Holdings International Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy International (Canada) Limited |
Canada |
(4 |
) |
|||||
Woodside Energy (Canada LNG) Limited |
Canada |
(4 |
) |
|||||
Woodside Energy (Canada PTP) Limited |
Canada |
(4 |
) |
|||||
KM LNG Operating General Partnership |
Canada |
(9 |
) |
|||||
KM LNG Operating Ltd |
Canada |
(4 |
) |
|||||
Woodside Energy Holdings Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy Holdings (USA) Inc |
United States |
(4 |
) |
|||||
Woodside Energy (USA) Inc |
United States |
(4 |
) |
|||||
Gryphon Exploration Company |
United States |
(4 |
) |
|||||
Woodside Energy Holdings (NA) LLC |
United States |
(4 |
) |
|||||
Woodside Energy (LA) Holdings Inc. |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Holdings Investments LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Production Holdings LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Production LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Production Investments LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) OpCo LLC |
United States |
(4,18 |
) |
|||||
Louisiana LNG Gas Management LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Capital Holdings LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Operating LLC |
United States |
(4,18 |
) |
|||||
Louisiana LNG Expansion LLC |
United States |
(4,18 |
) |
|||||
Louisiana LNG Expansion II LLC |
United States |
(4,18 |
) |
|||||
Louisiana LNG LLC |
United States |
(4,18 |
) |
|||||
Driftwood Pipeline LLC |
United States |
(4,18 |
) |
|||||
Louisiana LNG Common Facilities LLC |
United States |
(4,18 |
) |
|||||
Louisiana LNG Infrastructure LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Corporate Services LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Asset Services LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Services LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Management LLC |
United States |
(4,18 |
) |
|||||
Delhi Connector LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Trading LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (LA) Marketing Ltd |
United Kingdom |
(4,18 |
) |
|||||
Woodside Energy (LA) Trading UK Ltd. |
United Kingdom |
(4,18 |
) |
|||||
Tellurian LNG Singapore Pte Ltd |
Singapore |
(4,18 |
) |
|||||
Woodside Energy (LA) UK Ltd |
United Kingdom |
(4,18 |
) |
|||||
Woodside Energy (LA) Supply LLC |
United States |
(4,18 |
) |
|||||
PT Woodside Energy Indonesia |
Indonesia |
(6 |
) |
|||||
Woodside Energy (Cameroon) SARL |
Cameroon |
(4 |
) |
|||||
Woodside Energy (Gabon) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Indonesia) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Indonesia II) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Malaysia) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Ireland) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Korea) Pte Ltd |
Singapore |
(4 |
) |
|||||
Woodside Energy (Korea II) Pte Ltd |
Singapore |
(4 |
) |
|||||
Woodside Energy (Myanmar) Pte Ltd |
Singapore |
(4 |
) |
|||||
Woodside Energy (Morocco) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (New Zealand) Limited |
New Zealand |
(4 |
) |
|||||
Woodside Energy Holdings (New Zealand) Limited |
New Zealand |
(4 |
) |
|||||
Woodside Energy (Peru) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Tanzania) Limited |
Tanzania |
(7 |
) |
|||||
Woodside Energy Holdings II Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Power Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Power (Generation) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy Holdings (South America) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energia (Brasil) Apoio Administrativo Ltda |
Brazil |
(8 |
) |
|||||
Woodside Energy Holdings (UK) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Name of entity |
Country of incorporation |
Notes |
||||||
Woodside Energy (UK) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy Finance (UK) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Congo) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Bulgaria) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy Holdings (Senegal) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Senegal) B.V. |
Netherlands |
(4 |
) |
|||||
Woodside Energy (France) SAS |
France |
(4 |
) |
|||||
Woodside Energy Iberia S.A. |
Spain |
(4 |
) |
|||||
Woodside Energy (N.A.) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Namibia) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy Services (Qingdao) Co Ltd |
China |
(4 |
) |
|||||
Woodside Energy Julimar Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy (Norway) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy Technologies Pty Ltd |
Australia |
(2,4,14 |
) |
|||||
Woodside Technology Solutions Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy Scarborough Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy Carbon Holdings Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy Carbon (Assets) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy Carbon (Services) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Financial Advisory Services) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy Trading Singapore Pte Ltd |
Singapore |
(4 |
) |
|||||
WelCap Insurance Pte Ltd |
Singapore |
(4 |
) |
|||||
Woodside Energy Shipping Singapore Pte Ltd |
Singapore |
(4 |
) |
|||||
Metasource Pty Ltd |
Australia |
(2,4 |
) |
|||||
Mermaid Sound Port and Marine Services Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Finance Limited |
Australia |
(2,4 |
) |
|||||
Woodside Petroleum (Timor Sea 19) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Petroleum (Timor Sea 20) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Petroleum Holdings Pty Ltd |
Australia |
(2,4,15 |
) |
|||||
Woodside Energy Global Holdings Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy Global Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Perdido Mexico Pipeline Holdings, S.A. de C.V. |
Mexico |
(10 |
) |
|||||
Perdido Mexico Pipeline, S. de R.L. de C.V. |
Mexico |
(10 |
) |
|||||
Woodside Energy Investments Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energia Brasil Investimentos Ltda. |
Brazil |
(11 |
) |
|||||
Woodside Energia Brasil Exploração e Produção Ltda. |
Brazil |
(11 |
) |
|||||
Woodside Energy (Great Britain) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (North West Shelf) Pty Ltd |
Australia |
(2,3,4
,15 |
) |
|||||
Woodside Energy (Trinidad) Holdings Ltd |
Saint Lucia |
(4 |
) |
|||||
Woodside Energy (Trinidad-3A) Ltd |
R. of Trinidad and Tobago |
(4 |
) |
|||||
Woodside Energy USA Operations Inc |
United States |
(12 |
) |
|||||
Hamilton Brothers Petroleum Corporation |
United States |
(4 |
) |
|||||
Hamilton Oil Company LLC |
United States |
(4 |
) |
|||||
Woodside Energy Boliviana Inc. |
United States |
(4 |
) |
|||||
Woodside Energy (North America) LLC |
United States |
(4 |
) |
|||||
Woodside Energy (Americas) Inc. |
United States |
(4 |
) |
|||||
Woodside Energy (GOM) Inc. |
United States |
(4 |
) |
|||||
Woodside Energy Hawaii Inc. |
United States |
(4,16 |
) |
|||||
Woodside Energy Resources Inc. |
United States |
(4 |
) |
|||||
Woodside Energy Holdings (Resources) Inc. |
United States |
(4 |
) |
|||||
Woodside Energy USA Services Inc. |
United States |
(4 |
) |
|||||
Woodside Energy Marketing Inc. |
United States |
(4 |
) |
|||||
Woodside Energy (Deepwater) Inc. |
United States |
(4,17 |
) |
|||||
Woodside Energy (USA New Energy Holdings) LLC |
United States |
(4 |
) |
|||||
Woodside Energy (H2 Oklahoma) LLC |
United States |
(4 |
) |
|||||
Woodside Energy (Foreign Exploration Holdings) LLC |
United States |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 3) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 5) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 6) Limited |
United Kingdom |
(4 |
) |
|||||
Name of entity |
Country of incorporation |
Notes |
||||||
Woodside Energy (Trinidad Block 7) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 14) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 23A) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 23B) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 28) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 29) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Bimshire) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Egypt) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Carlisle Bay) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Mexico) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energía Servicios Administrativos,S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Energía Servicios de México, S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Energy (Mexico Holdings) LLC |
United States |
(4 |
) |
|||||
Operaciones Conjuntas, S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Energía Holdings de México, S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Petróleo Operaciones de México, S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Energy (Australia) Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy (International Exploration) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Bass Strait) Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy (Victoria) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy Holdings LLC |
United States |
(2,4 |
) |
|||||
Woodside Energy (Trinidad-2C) Ltd |
Canada |
(4 |
) |
|||||
OCI Clean Ammonia Holding BV |
Netherlands |
(4,19 |
) |
|||||
OCI Clean Ammonia LLC |
United States |
(4,19 |
) |
|||||
Woodside Energy (Canada) Corporation |
Canada |
(4 |
) |
|||||
Koolbardi Pte Ltd |
Singapore |
(2,4,20 |
) |
|||||
1. |
Woodside Energy Group Ltd is the ultimate holding company and the head entity within the tax consolidated group. |
2. |
These companies were members of the Australian tax consolidated group at 31 December 2024. |
3. |
These companies were parties to the Deed of Cross Guarantee at 31 December 2024. |
4. |
All subsidiaries are wholly owned except those referred to in Notes 5 to 13. |
5. |
Kansai Electric Power Australia Pty Ltd and MidOcean Pluto Pty Ltd (previously Tokyo Gas Pluto Pty Ltd) each hold a 5% interest in the shares of these subsidiaries. These subsidiaries are controlled. |
6. |
As at 31 December 2024, Woodside Energy Holdings Pty Ltd held a 99% interest in the shares of PT Woodside Energy Indonesia. Woodside Energy Ltd held the remaining 1% interest. |
7. |
As at 31 December 2024, Woodside Energy Holdings Pty Ltd held >99.99% interest in the shares of Woodside Energy (Tanzania) Limited and Woodside Energy Ltd held the remaining interest. |
8. |
As at 31 December 2024, Woodside Energy Holdings (South America) Pty Ltd held >99.99% interest in the shares of Woodside Energia (Brasil) Apoio Administrativo Ltda and Woodside Energy Ltd held the remaining interest. |
9. |
As at 31 December 2024, Woodside Energy International (Canada) Limited and Woodside Energy (Canada LNG) Limited were the general partners of the KM LNG Operating General Partnership holding a 99.99% and 0.01% partnership interest, respectively.
Country of incorporation reflects the place of formation.
|
10. |
As at 31 December 2024, Woodside Energy Global Holdings Pty Ltd held a 99.99%
interest in shares of Perdido Mexico Pipeline Holdings, S.A. de C.V.
Woodside Energy Investments Pty Ltd held the remaining 0.01% interest. As at 31 December 2024, Perdido Mexico Pipeline Holdings S.A. de C.V. held a 99.99% interest in shares of Perdido Mexico Pipeline S. de R.L. de C.V. Woodside Energy Investments Pty Ltd held the remaining 0.01% interest.
|
11. |
As at 31 December 2024, Woodside Energy Investments Pty Ltd held a 99.97% interest in shares of Woodside Energia Brasil Investimentos Ltda. Woodside Energy Global Holdings Pty Ltd held the remaining 0.03% interest. As at 31 December 2024, Woodside Energia Brasil Investimentos Ltda. held >99.99% interest in shares of Woodside Energia Brasil Exploração e Produção Ltda. Woodside Energy Global Holdings Pty Ltd held the remaining interest. |
12. |
As at 31 December 2024, Woodside Energy Global Holdings Pty Ltd held 90% voting interest and 37.67% interest in shares of Woodside Energy USA Operations Inc. Woodside Energy Holdings LLC held the remaining 10% voting interest and 62.33% interest in shares. |
13. |
As at 31 December 2024, Woodside Energy (Mexico) Limited held a 99%
interest in shares of Woodside Energía Servicios Administrativos, S. de R.L. de C.V., Woodside Energía Servicios de México, S. de R.L. de C.V
. and Operaciones Conjuntas, S. de R.L. de C.V. and 99.99% interest in shares of Woodside Energía Holdings de México, S. de R.L. de C.V. Woodside Energy (Mexico Holdings) LLC held the remaining
1 interest% and 0.01%s .As at 31 December 2024, Woodside Energía Holdings de México, S. de R.L. de C.V. held a 99% interest in shares of Woodside Petróleo Operaciones de México, S. de R.L. de C.V. Woodside Energy (Mexico Holdings) LLC held the remaining 1% interest. |
14. |
As at 31 December 2024, Woodside Energy Technologies Pty Ltd held 16.17% of the shares in Blue Ocean Seismic Services Limited which is accounted for as an investment in associate. |
15. |
As at 31 December 2024, Woodside Energy (North West Shelf) Pty Ltd and Woodside Petroleum Holdings Pty Ltd each held 16.67% of the shares in International Gas Transportation Company Limited. This investment has been accounted for as an investment in associate. |
16. |
As at 31 December 2024, Woodside Energy Hawaii Inc held 14.96% of the shares in Iwilei District Participating Parties LLC which is accounted for as an investment in associate. |
17. |
As at 31 December 2024, Woodside Energy (Deepwater) Inc held 25% of the shares in Caesar Oil Pipeline Company LLC, 22% of the shares in Cleopatra Gas Gathering Company LLC and 10% of the shares in Marine Well Containment Company LLC. These are accounted for as investments in associates. |
18. |
Subsidiaries acquired as part of the acquisition of Tellurian which completed on 8 October 2024. |
19. |
Subsidiaries acquired as part of the acquisition of OCI which completed on 30 September 2024. |
20. |
Koolbardi Pte Ltd was incorporated on 21 February 2024. |
Name of entity |
Principal place of business |
% held by NCI |
||||
Burrup Facilities Company Pty Ltd |
Australia |
10% |
||||
Burrup Train 1 Pty Ltd |
Australia |
10% |
||||
2024 |
2023 |
2022 |
||||||||||
US$m |
US$m |
US$m |
||||||||||
Burrup Facilities Company Pty Ltd |
||||||||||||
Current assets |
332 |
513 |
567 |
|||||||||
Non-current assets |
5,069 |
5,020 |
5,047 |
|||||||||
Current liabilities |
(51) |
(58) |
(68) |
|||||||||
Non-current liabilities |
(553) |
(568) |
(528) |
|||||||||
Net assets |
4,797 |
4,907 |
5,018 |
|||||||||
Accumulated balance of NCI |
480 |
491 |
502 |
|||||||||
Revenue |
873 |
839 |
889 |
|||||||||
Profit |
450 |
400 |
489 |
|||||||||
Profit allocated to NCI |
45 |
40 |
49 |
|||||||||
Dividends paid to NCI |
(56) |
(51) |
(43) |
|||||||||
Operating |
549 |
570 |
601 |
|||||||||
Investing |
(47) |
(58) |
(45) |
|||||||||
Financing |
(502) |
(512) |
(556) |
|||||||||
Net increase/(decrease) in cash and cash equivalents |
- |
- |
- |
|||||||||
Burrup Train 1 Pty Ltd |
||||||||||||
Current assets |
291 |
453 |
429 |
|||||||||
Non-current assets |
3,009 |
2,806 |
2,900 |
|||||||||
Current liabilities |
(239) |
(121) |
(119) |
|||||||||
Non-current liabilities |
(322) |
(341) |
(325) |
|||||||||
Net assets |
2,739 |
2,797 |
2,885 |
|||||||||
Accumulated balance of NCI |
274 |
280 |
289 |
|||||||||
Revenue |
1,448 |
1,393 |
1,471 |
|||||||||
Profit |
284 |
222 |
282 |
|||||||||
Profit allocated to NCI |
28 |
22 |
28 |
|||||||||
Dividends paid to NCI |
(34) |
(31) |
(29) |
|||||||||
Operating |
497 |
321 |
391 |
|||||||||
Investing |
(242) |
(80) |
(55) |
|||||||||
Financing |
(255) |
(241) |
(336) |
|||||||||
Net increase/(decrease) in cash and cash equivalents |
- |
- |
- |
|||||||||
E.9 |
Other accounting policies |
· |
Woodside Energy USA Operations Inc. and its wholly owned USA controlled entities have elected to file a consolidated tax return, with Woodside Energy USA Operations Inc. as the parent of the tax consolidated group. |
· |
Woodside Energy Holdings (USA) Inc. and its wholly owned USA controlled entities have elected to file a consolidated tax return, with Woodside Energy Holdings (USA) Inc. as the parent of the tax consolidated group. The consolidated tax return will include the subsidiaries acquired as part of the Tellurian acquisition from acquisition date. The deferred tax assets and liabilities arising from temporary differences of the members of this tax consolidated group have not been recognised. |
ITEM 19. EXHIBITS
| * | Filed herewith |
| # | Furnished herewith |
The total amount of long-term debt securities of Woodside Energy Group Ltd and its subsidiaries authorised under instruments other than those listed above does not exceed 10% of the total assets of Woodside Energy Group Ltd and its subsidiaries on a consolidated basis. The company agrees to furnish copies of any such instruments to the Commission upon request.
Certain of the information included within Exhibit 15.2, which is provided pursuant to Rule 12b-23 of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this 2024 Form 20-F, as specified elsewhere in this 2024 Form 20-F. With the exception of the items and pages so specified, the Woodside 2024 Annual Report is not deemed to be filed as part of this 2024 Form 20-F.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Woodside Energy Group Ltd |
| /s/ Marguerite O’Neill |
| Marguerite O’Neill |
| Chief Executive Officer |
| Dated: 25 February 2025 |
Exhibit 2.1
Description of securities
Description of rights of each class of securities
registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)
American Depositary Shares (“ADSs”) representing one ordinary share (the “Shares”) of Woodside Energy Group Ltd (“Woodside”) are listed and traded on the New York Stock Exchange and, in connection with this listing (but not for trading), the Shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of Shares and (ii) ADS holders. Shares underlying the ADSs are held by Citibank, N.A., as depositary (the “Depositary”), and holders of ADSs are not treated as holders of the Shares.
Shares
Share Capital of Woodside
The liability of each shareholder is limited to the amount, if any, unpaid on the Shares held by that shareholder. The Shares are fully paid and freely transferable.
Rights Attaching to Shares
Introduction
The rights and liabilities attaching to the Shares are set out in Woodside’s Constitution (the “Constitution”), and are also subject to the Corporations Act 2001 (Cth) (the “Corporation Act”) and the listing rules of the ASX (the “ASX Listing Rules”) and the listing rules of the NYSE.
The following is a summary of the main rights and liabilities attaching to the Shares. This summary does not purport to be exhaustive or to constitute a definitive statement of all of the rights and liabilities attaching to the Shares. Those rights and liabilities involve complex questions of law arising from the interaction of the Constitution and statutory and common law requirements.
This summary must be read subject to the full text of the Constitution, incorporated by reference as Exhibit 1.1 to Woodside’s Annual Report on Form 20-F for the year ended 31 December 2024.
Overview
All Shares are fully paid and rank equally for dividends and other rights.
Under the Corporations Act, the Constitution has effect as a contract between:
| • | Woodside and each shareholder; |
| • | Woodside and each Director and company secretary of Woodside; and |
| • | a shareholder and each other shareholder. |
Accordingly, shareholders hold their Shares subject to the terms of the Constitution and are bound by the terms of the Constitution. The following is a non-exhaustive summary of the provisions of the Constitution.
Objects and Purposes
The Constitution does not contain any limitations on Woodside’s objects and purposes.
Powers of Woodside and Directors
General Powers
Woodside may exercise in any manner permitted by the Corporations Act, any power which a public company limited by shares may exercise under that legislation. The business of Woodside is managed by or under the direction of the Directors. The Directors may exercise all the powers of Woodside except any powers that the Corporations Act or the Constitution requires Woodside to exercise in a general meeting.
Execution of Documents
Woodside may execute a document with or without the common seal so long as the fixing of the seal is witnessed by, or the document is signed by, either two Directors or a Director and a company secretary of Woodside.
Share Capital
Woodside in general meeting may reduce or alter its share capital in any manner allowed or provided for by the Corporations Act and the ASX Listing Rules. The board of Directors of Woodside (the “Board”) may do anything which is required to give effect to any resolution authorizing reduction or alteration of the share capital of Woodside.
Each Share is denominated in Australian dollars.
Meetings of Shareholders and Notices
Shareholders’ rights to attend and vote at shareholder meetings are primarily prescribed by the Corporations Act and the Constitution. Subject to certain exceptions, each shareholder is entitled to receive notice of, attend (whether or not entitled to vote) and vote at general meetings and to receive all notices and other documents required to be sent to shareholders under the Constitution, the Corporations Act and the ASX Listing Rules.
A general meeting of shareholders must be called by a notice of at least 28 days for a meeting of shareholders in accordance with the Corporations Act. The notice of meeting of shareholders must be given to the ASX, each shareholder (whether or not such shareholder is entitled to vote at the meeting), each Director (other than an alternate director) and Woodside’s auditor. The notice must set out the date and time of the meeting (if virtual meeting technology is to be used in holding the meeting, that virtual meeting technology must be reasonable and allow shareholders to exercise orally and in writing any rights of shareholders to ask questions and make comments), the general nature of the business of the meeting, the date and time at which persons will be taken, for the purpose of the meeting, to hold Shares and any other information or documents specified by the Corporations Act and the ASX Listing Rules.
Woodside may give a notice of meeting to shareholders by serving it personally, sending it by post to, or leaving it at, the address shown in the register of members of Woodside maintained under the Corporations Act (the “Woodside Register”) or any other address, or by sending it by fax or electronically to the address provided by the shareholder for the purpose of giving notices.
Woodside must hold an annual general meeting in accordance with the Corporations Act and the ASX Listing Rules. Under the Corporations Act, every public company that has more than one member must hold an annual general meeting at least once in each calendar year, and within five months after the end of its financial year.
Voting Rights
Subject to any rights or restrictions attached to Shares, the terms of the Constitution and voting exclusions under the ASX Listing Rules or the Corporations Act, each outstanding Share entitles the shareholder to one vote on each matter properly submitted to shareholders for their vote. At a general meeting of shareholders, every shareholder entitled to vote in person or by proxy, attorney or representative has:
| • | one vote on a show of hands; and |
| • | one vote on a poll for every Share held. |
The quorum for a meeting of shareholders is three eligible shareholders entitled to vote. If more than one joint holder of a Share is present at a meeting in person or by proxy, attorney or representative, and tenders a vote, the vote of the shareholder named first in the Woodside Register will be accepted to the exclusion of the others. Each shareholder may vote in person or by proxy. A proxy appointed to attend and vote may exercise the rights of the shareholder on the basis and subject to the restrictions provided in the Corporations Act but not otherwise, but may not cast a vote by direct vote (i.e., by casting a vote by sending it to Woodside before the meeting).
A proxy is not revoked by the appointing shareholder attending and taking part in the meeting, unless the appointing shareholder actually votes at the meeting on the resolution for which the proxy is proposed to be used. A resolution at a general meeting must be decided on a show of hands unless a poll is demanded. A poll may be demanded on any resolution (except a resolution concerning the election of the chair of the meeting or, unless the chair otherwise determines, the adjournment of a meeting).
If the votes on a proposed resolution are equal, the chair of the meeting has a casting vote.
Dividend Rights and Distributions In Kind
Directors may pay any dividend (including an interim, final or special dividend) that they think the financial position of Woodside justifies, and fix the date for payment.
Directors may direct payment of a dividend by the distribution of specific assets (including paid-up Shares or of another body corporate) either generally or to specific shareholders.
Directors may implement a dividend reinvestment plan on any terms as they think fit, under which any dividend due to shareholders who participate in the plan may be applied in subscribing for Shares, subject to the rules of the relevant dividend reinvestment plan.
Redemption and Preferences
Woodside may issue preferences shares, but Woodside has not issued and currently has no intention to issue any preference shares.
All Shares have the same rights and preferences. Shareholders are not entitled to any pre-emptive or preferential rights to acquire additional Shares.
Issue of Further Shares
Subject to the Corporations Act, ASX Listing Rules and the Constitution, Woodside may issue, allot or grant option over or rights in respect of, or otherwise dispose of, shares in Woodside or other securities of Woodside and decide, among others, the terms, rights and restrictions of the securities, as determined by the Board from time to time.
Transfer of Woodside Shares
Subject to the Constitution and the rights attached to Shares under ASX Listing Rules or the Corporations Act or other applicable legislation, shareholders may transfer Shares by any means permitted by the Corporations Act or by applicable law.
Directors may refuse to register a transfer of Shares in circumstances set out in the Constitution (including but not limited to, those permitted under ASX Listing Rules or ASX Settlement Operating Rules). Where Directors refuse to register a transfer, Woodside must give written notice of the refusal and the reasons for refusal within the maximum period permitted by the ASX Listing Rules.
Proportional Takeover Provisions
The Constitution requires shareholder approval in relation to any proportional takeover bid. These provisions will cease to apply unless they are renewed by shareholders passing a special resolution by the third anniversary of either the date that those rules were adopted or the date those rules were last renewed. These rules were adopted on 2 May 2019 and were reinserted for a further 3 years following approval by shareholders at the Woodside shareholders meeting on 19 May 2022. Woodside will be seeking the approval by shareholders at the upcoming Woodside shareholders meeting on 8 May 2025 for the rules to be reinserted for a further 3 years.
Variation of Rights
The Corporations Act provides that the rights attached to a class of shares may be varied or cancelled only:
| • | with the written consent of members with at least 75% of the votes of the affected class; or |
| • | by special resolution passed at a meeting of the holders of the issued shares of that class. |
Capitalizing Profits
Woodside may capitalize and distribute among shareholders undivided profits and other amounts available for distribution. Shareholders are entitled to participate in that capital distribution if entitled to receive dividends and in the same proportions.
Reduction of Capital
Woodside may reduce or alter its share capital in any manner allowed or provided for by the Corporations Act and the ASX Listing Rules in a general meeting. An equal reduction of capital must be approved by shareholders by way of an ordinary resolution. A selective reduction of capital must be approved by shareholders by way of a special resolution.
Winding Up
If Woodside is wound up, a liquidator may divide among all or any of the contributories, as the liquidator thinks fit, in specie or kind, any part of the assets of Woodside, and may vest any part of the assets of Woodside in trustees on any trusts for the benefit of all or any of the contributories as the liquidator thinks fit. Any division may be otherwise than in accordance with the legal rights of the contributories and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part, but if any division otherwise than in accordance with the legal rights of the contributories is determined, any contributory who would be prejudiced by the division has a right to dissent and ancillary rights as if the determination were a special resolution passed under the Corporations Act relating to the sale or transfer of Woodside’s assets by a liquidator in a voluntary winding up.
Australian Takeover Provisions
Woodside is incorporated in and has its head office and central place of management in Australia. Accordingly, the following Australian legislation and regulations in relation to takeovers apply to Woodside:
| • | the Corporations Act, particularly Chapter 6 (the relevant provisions of which are outlined below); |
| • | the Foreign Acquisitions and Takeovers Act 1975 (Cth) (“FATA”); and |
| • | the Competition and Consumer Act 2010 (Cth). |
The main Australian regulatory bodies are:
| • | Australian Securities and Investments Commission (“ASIC”), which is responsible for administering and enforcing the Corporations Act; |
| • | the Australian Takeovers Panel, which is the principal forum for resolving disputes relating to a takeover during the bid period; and |
| • | the ASX. |
If a proposed investor is a foreign company for the purposes of FATA, the acquisition may need to be approved by the Treasurer of Australia acting on the advice of the Foreign Investment Review Board.
If competition issues are likely to arise, the Australian Competition and Consumer Commission (“ACCC”) may become involved. The ACCC administers the Competition and Consumer Act 2010 (Cth).
Chapter 6 of the Corporations Act
Takeover Prohibition
Section 606 of the Corporations Act prohibits a person from acquiring a “relevant interest” in voting shares in a listed company or an unlisted company with more than 50 shareholders if, because of the acquisition, that person’s or someone else’s voting power increases:
| 1) | from 20% or below to more than 20%; or |
| 2) | from a starting point that is above 20% and below 90%. |
A person generally has a “relevant interest” in a share if they hold the share, have the power to exercise or control the exercise of the voting power attached to the share, or have the power to dispose of or control the dispose of the share. The term “voting power” is defined in broad terms and captures any relevant interest in shares held by a person’s “associates.”
These concepts are broad and, for example, a person can have a relevant interest and voting power in a share as a result of an agreement to purchase the share (even a conditional agreement) or a call option to acquire the share.
The concept of “associates” is complex, and generally includes:
| 1) | a person with whom the primary person is acting, or proposing to act, in concert in relation to the company’s affairs; |
| 2) | persons with whom the primary person has entered or proposed to enter into an agreement for the purpose of controlling or influencing the composition of the company’s board or the conduct of the company’s affairs; and |
| 3) | companies that the primary person controls, that control the primary person, or that are controlled by an entity that controls the primary person. |
Exceptions to the Australian Takeovers Prohibition
If a person wishes to acquire more than 20% of a company, or increase a holding which is already above 20% (but less than 90%), the person must do so under an exception. There are four principal exceptions to the general prohibition under Section 606 of the Corporations Act which are relevant in this context:
| 1) | Takeover bids; |
| 2) | Schemes of arrangement; |
| 3) | “Creeping” acquisitions; or |
| 4) | shareholder approved acquisitions. |
Proportional Takeover Provisions
In addition to these takeover offer requirements, the Corporations Act provides that a listed entity may include provisions in its constitution which effectively require disinterested shareholder approval of any proposed takeover bid that is for less than all of the voting securities issued by the entity (other than those held by the bidder). In effect, this means that a transfer of shares in relation to a proportional takeover bid must not be registered unless shareholders pass a resolution to approve the bid. The Constitution includes provisions of this type. It provides that where an offer has been made under a proportional takeover bid (meaning an off-market bid for a specified proportion of the securities in the bid class) in respect of shares included in a class of shares in Woodside, registration of a transfer to effect a contract resulting from the acceptance of an offer made under the proportional takeover bid is prohibited unless and until a resolution to approve the proportional takeover bid is passed in accordance with the Constitution. The Board must convene a meeting of the persons entitled to vote on a resolution to approve the proportional takeover bid for the purposes of considering and, if thought fit, passing the resolution. Any shareholder that (i) is not the bidder or an associate of the bidder and (ii) at the end of the day on which the first offer under the proportional takeover bid was made, held shares included in that class, is entitled to vote on the resolution. A resolution to approve the proportional takeover bid is taken to have been passed if a majority of votes validly cast in favor of the resolution is greater than 50%. The Board must ensure that the resolution to approve the proportional takeover bid is convened, and voted on in accordance with the Constitution, before the approving resolution deadline in relation to the proportional takeover bid. The approving resolution deadline is the 14th day before the last day of the bid period and during which the offers under the proportional takeover bid remain open or a later day allowed by ASIC. The proportional takeover provisions do not apply to full takeover bids and must be refreshed every 3 years by a special resolution of shareholders. The proportional takeover bid provisions in Woodside’s Constitution were adopted on 2 May 2019 and were reinserted for a further 3 years following approval by shareholders at the Woodside shareholders meeting on 19 May 2022. Woodside will be seeking the approval by shareholders at the upcoming Woodside shareholders meeting on 8 May 2025 for the rules to be reinserted for a further 3 years.
Foreign Investment
FATA
Foreign investment in, and ownership of, Australian businesses, entities and land is regulated under the FATA. The FATA is administered by the Foreign Investment Review Board Secretariat a division of the Treasury Department of the Australian Government. The ultimate responsibility for making decisions on foreign investment proposals rests with the Treasurer of the Australian Government.
Investment proposals by foreign persons may need to be notified to the Australian Government and may require prior approval from the Treasurer in accordance with the FATA. In general, private sector foreign persons investors must notify the Australian Government and get prior approval before acquiring a substantial interest in an Australian entity that is valued above certain monetary thresholds. Notification may also be required in relation to acquisitions of interests in a foreign entity that is a national security business under the FATA or is an Australian land-rich entity, or in respect of a foreign government investor, the acquisition of an interest in a foreign entity that holds a substantial interest in Australian subsidiaries are valued above the applicable monetary thresholds.
The FATA and regulations under the FATA provide the relevant monetary thresholds that apply. A A$0 monetary threshold applies to acquisitions by foreign investors of interests in national security businesses and national security land. Acquisitions of interests in a “national security business” or “national security land” are referred to as national security actions. A business is a national security business if it is carried on wholly or partly within Australia, whether in anticipation of profit or gain, and it is a reporting entity (responsible entity or a direct interest holder) in relation to a critical infrastructure asset (within the meaning of the Security of Critical Infrastructure Act 2018, as enacted (the “SOCI Act”)).
As Woodside is considered a reporting entity of a critical gas asset within the meaning of the SOCI Act, it is considered a “national security business” under the FATA. Investments of a 10% or more (or less than 10% with an ability to influence, participate in or control the entity/business), interest by all foreign investors in a national security business must be notified to the Australian Government and require prior approval from the Australian Treasurer in accordance with the FATA. Accordingly, acquisitions of interests of 10% or more (or investments of less than 10% with an ability to influence, participate in or control the entity/business) in Woodside, would require prior approval from the Australian Treasurer.
Minority shareholders
The Corporations Act also provides protection for minority shareholders where the conduct of a company’s affairs or an act or omission (including a resolution of members or a class or members) by a company is contrary to the interests of the members as a whole, or oppressive to, unfairly prejudicial to, or unfairly discriminatory against a member or a group of members.
Substantial Holdings
Shareholders are subject to certain reporting requirements under the Exchange Act. Shareholders beneficially owning more than 5% of any voting class of equity securities registered pursuant to Section 12 of the Exchange Act must comply with disclosure obligations under Section 13 of the Exchange Act. Sections 13(d) and 13(g) of the Exchange Act require any person or group of persons who directly or indirectly acquires or has beneficial ownership of more than 5% of a voting class of an issuer’s equity securities to file beneficial ownership reports electronically with the SEC on either Schedule 13D or on short form Schedule 13G, as appropriate.
Both Schedule 13D and Schedule 13G require background information about the reporting persons, including the name, address, and citizenship or place of organization of each reporting person, the amount of the securities beneficially owned and aggregate beneficial ownership percentage, and whether voting and investment power is held solely by the reporting persons or shared with others.
American Depositary Shares
Citibank, N.A., has been appointed as the Depositary pursuant to the Second Amended and Restated Deposit Agreement, dated as of 1 June 2022, by and among the Depositary, the holders the ADSs thereunder, and Woodside (the “Deposit Agreement”). Each ADS represents one Share and is issued by Citibank, N.A., as Depositary. The Depositary’s principal office at which the ADSs are administered is located at 388 Greenwich Street, New York, New York 10013. The Depositary has appointed Citicorp Nominees Pty Limited as the custodian (the “Custodian”) to safekeep the securities on deposit.
Owners of ADSs may hold their ADSs either by means of an American Depositary Receipt (“ADR”) evidencing ADSs registered in such owner’s name, through a brokerage or safekeeping account, or through an account established by the Depositary in such owner’s name reflecting the registration of uncertificated ADSs directly on the books of the Depositary (commonly referred to as the “direct registration system” or “DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the Depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the Depositary to the holders of the ADSs. The direct registration system includes automated transfers between the Depositary and The Depository Trust Company (“DTC”), the central book-entry clearing and settlement system for equity securities in the United States. If a holder decides to hold ADSs through a brokerage or safekeeping account, such holder must rely on the procedures of the broker or bank to assert the holder’s rights as a beneficial owner of ADSs. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit such holder’s ability to exercise rights as a beneficial owner of ADSs. ADS holders should consult with their broker or bank if they have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC (currently Cede & Co.). This summary description assumes the holder has opted to own the ADSs directly by means of ADSs registered in such holder’s name and, as such, Woodside will refer to ADS holders as the “holder.”
Woodside will not treat holders or beneficial owners of ADSs as shareholders and they will not have direct shareholder rights. The Depositary will hold on ADS holders’ behalf the shareholder rights attached to the Shares underlying such ADSs. Holders or beneficial owners of ADSs will be able to exercise the shareholders rights for the Shares represented by the ADSs through the Depositary only to the extent contemplated in the Deposit Agreement. To exercise any shareholder rights not contemplated in the Deposit Agreement holders or beneficial owners of ADSs will need to arrange for the cancellation of such ADSs in accordance with the Deposit Agreement and become a direct shareholder. The Deposit Agreement, ADRs and ADSs will be interpreted in accordance with the laws of the State of New York.
The following is a summary description of the material terms of the Deposit Agreement and of the material rights of holders or beneficial owners of ADSs. ADS holders should remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of a holder or beneficial owner of ADSs will be determined by reference to the terms of the Deposit Agreement and not by this summary. Woodside urges holders to review the Deposit Agreement and form of ADR in their entirety, which has been filed with the SEC as an exhibit to Woodside’s Registration Statement on Form F-6 (File No. 333-264280) on 13 April 2022, and as amended on 23 May 2022.
Voting Rights
ADS holders generally have the right under the Deposit Agreement to instruct the Depositary to exercise the voting rights for the Shares represented by their ADSs.
At Woodside’s request, the Depositary will distribute to holders any notice of shareholder meetings received from Woodside together with information explaining how to instruct the Depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the Depositary may distribute to holders of ADSs instructions on how to retrieve such materials upon request.
If the Depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote (or cause the Custodian to vote) the securities (in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions.
If the Depositary does not receive a holder’s voting instructions in a timely manner, or if the Depositary timely receives voting instructions from a holder that fails to specify the manner in which the Depositary is to vote, such ADS holder’s ADS will not be voted. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Constitution, the Depositary will refrain from voting and the voting instructions received by the Depositary from holders of such ADSs shall lapse.
Please note that the ability of the Depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. Woodside cannot assure ADS holders that they will receive voting materials in time to enable them to return voting instructions to the Depositary in a timely manner.
Dividends and Distributions
Holders of ADSs generally have the right to receive the distributions Woodside makes on the securities deposited with the Custodian. A holder’s receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the Deposit Agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.
Distributions of Cash
Whenever Woodside makes a cash distribution for the securities on deposit with the Custodian, Woodside will give prior notice to the Depositary and Woodside will deposit the funds with the Custodian. Upon receipt of confirmation of the deposit of requisite funds, the Depositary will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, in accordance with the terms of the Deposit Agreement.
The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The Depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the Custodian in respect of securities on deposit.
The distribution of cash will be made in accordance with the record date set by the Depositary (if applicable) and will be net of the fees, expenses and taxes and governmental charges payable by holders under the terms of the Deposit Agreement. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.
Distributions of Shares
Whenever Woodside pays a dividend in or makes a free distribution of Shares for the securities on deposit with the Custodian, Woodside will give prior notice to the Depositary and Woodside will deposit the applicable number of Shares with the Custodian. Upon receipt of confirmation of such deposit, the Depositary will, in accordance with the record date established by the Depositary, either (i) distribute to holders (in proportion to the number of ADSs held) new ADSs representing the Shares deposited by Woodside with the Custodian or (ii) modify the ADS-to-share ratio, in which case each ADS held will represent rights and interests in the additional Shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-share ratio upon a distribution of Shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement. In order to pay such taxes or governmental charges, the Depositary may sell all or a portion of the new Shares so distributed.
No such distribution of new ADSs will be made if it would violate a law (e.g., the U.S. securities laws). If the Depositary does not distribute new ADSs as described above, it may sell the Shares received upon the terms described in the Deposit Agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever Woodside distributes rights to subscribe for additional Shares, the Depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders in accordance with the record date set by the Depositary and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs. Holders of ADSs may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of their rights. The Depositary is not obligated to establish procedures to facilitate the exercise by holders of rights to subscribe for new Shares other than in the form of ADSs.
The Depositary will not distribute the rights to a holder if:
| • | Woodside does not timely request that the rights be distributed to such holder or Woodside requests that the rights not be distributed to such holder; or |
| • | Woodside fails to deliver reasonably satisfactory documents to the Depositary; or |
| • | The Depositary determines it is not reasonably practicable to distribute the rights. |
The Depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale (net of the fees, expenses and taxes and governmental charges payable by holders under the terms of the Deposit Agreement) will be distributed to holders as in the case of a cash distribution. If the Depositary is unable to sell the rights, it will allow the rights to lapse.
Elective Distributions
Whenever Woodside intends to distribute a dividend payable at the election of shareholders either in cash or in additional Shares and indicates that Woodside wishes the elective distribution to be made available to holders of ADSs, Woodside will assist the Depositary in determining whether such distribution is lawful and reasonably practicable.
The Depositary will make the election available to ADS holders only if it is reasonably practicable and if Woodside has provided reasonably satisfactory documentation contemplated in the Deposit Agreement. In such case, the Depositary will establish procedures to enable holders to elect to receive either cash or additional ADSs, in each case as described in the Deposit Agreement and in accordance with the record date determined by the Depositary.
If the election is not made available to an ADS holder, such holder will receive either cash or additional ADSs, depending on what a shareholder in Australia would receive upon failing to make an election, as more fully described in the Deposit Agreement.
Other Distributions
Whenever Woodside intends to distribute property other than cash, Shares or rights to subscribe for additional Shares and indicates that Woodside wishes such distribution to be made to holders of ADSs, Woodside will assist the Depositary in determining whether such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property to ADS holders, the Depositary will distribute the property to the holders (in proportion to the number of ADSs held respectively) in a manner it deems practicable and in accordance with the record date determined by the Depositary.
The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement. In order to pay such taxes and governmental charges, the Depositary may sell all or a portion of the property received.
The Depositary will not distribute the property to ADS holders and will sell the property if:
| • | Woodside does not request that the property be distributed to ADS holders or if Woodside requests that the property not be distributed to ADS holders; or |
| • | Woodside does not deliver reasonably satisfactory documents to the Depositary; or |
| • | The Depositary determines that all or a portion of the distribution to ADS holders is not reasonably practicable. |
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
Redemption
Whenever Woodside decides to redeem any of the securities on deposit with the Custodian, Woodside will notify the Depositary in advance. If it is practicable and if Woodside provides reasonably satisfactory documentation contemplated in the Deposit Agreement, the Depositary will provide notice of the intended exercise by Woodside of the redemption rights to the holders.
The Custodian will be instructed to surrender the Shares being redeemed against payment of the applicable redemption price. The Depositary will convert into U.S. dollars upon the terms of the Deposit Agreement any redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the Depositary. ADS holders may have to pay fees, expenses, taxes and other governmental charges upon the redemption of their ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the Depositary may determine.
Notices and Reports
The Depositary will make available for ADS holders’ inspection at its principal office any reports and communications, including any proxy soliciting material, that it receives from Woodside, if those reports and communications are both (a) received by the Depositary as the holder of the deposited securities and (b) made generally available by Woodside to the holders of the deposited securities. The Depositary will also make available to ADS holders copies of such reports when furnished by Woodside pursuant to the Deposit Agreement. In addition, Woodside is subject to the periodic reporting requirements of the Exchange Act and, accordingly, files certain reports with the SEC. Such reports and documents can be retrieved from the SEC’s website (www.sec.gov).
Changes Affecting Shares
The Shares held on deposit for ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of such Shares or a recapitalization, reorganization, merger, consolidation or sale of assets of Woodside.
If any such change were to occur, the ADSs would, to the extent permitted by law and the Deposit Agreement, represent the right to receive the property received or exchanged in respect of the Shares held on deposit. The Depositary may in such circumstances deliver new ADSs to holders, amend the Deposit Agreement, the ADRs and the Registration Statement on Form F-6, call for the exchange of existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the Depositary may not lawfully distribute such property to all holders, the Depositary may sell such property and distribute the net proceeds (net of the fees, expenses and taxes and governmental charges payable by holders under the terms of the Deposit Agreement) to ADS holders as in the case of a cash distribution.
Amendments and Termination of Deposit Agreement
Amendment
Woodside may agree with the Depositary to modify the Deposit Agreement at any time without the consent of ADS holders. Any amendment which imposes or increases any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges) or which otherwise materially prejudices any substantial existing right of ADS holders will not become effective until thirty days following notice of such amendment to the holders.
ADS holders will be bound by the modifications to the Deposit Agreement if they continue to hold ADSs after the modifications to the Deposit Agreement become effective. The Deposit Agreement cannot be amended to prevent holders from withdrawing the Shares represented by their ADSs (except in order to comply with mandatory provisions of applicable law).
Termination
Woodside has the right to direct the Depositary to terminate the Deposit Agreement. Similarly, the Depositary may in certain circumstances on its own initiative terminate the Deposit Agreement. In either case, the Depositary must give notice to the holders at least 30 days before termination. Until termination, holders’ rights under the Deposit Agreement will be unaffected.
After termination, the Depositary will continue to collect distributions received (but will not distribute any such property until a holder requests the cancellation of its ADSs) and may sell the securities held on deposit. After the sale, the Depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs uninvested. At that point, the Depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses), along with indemnification obligations.
Books of Depositary
The Depositary will maintain ADS holder records at its depositary office. ADS holders may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the Deposit Agreement.
Deposit, Withdrawal and Transfer
Issuance of ADSs upon Deposit of Shares
The Depositary may create ADSs on behalf of shareholders who deposit Shares with the Custodian. The Depositary will deliver these ADSs to the person indicated by the depositing shareholder (or broker) only after any applicable issuance fees and any charges and taxes payable for the transfer of the Shares to the Custodian have been paid. The ability to deposit Shares and receive ADSs may be limited by U.S. and Australia legal considerations applicable at the time of deposit.
The issuance of ADSs may be delayed until the Depositary or the Custodian receives confirmation that all required approvals have been given and that the Shares have been duly transferred to the Custodian. The Depositary will only issue ADSs in whole numbers.
Holders of Shares making a deposit of Shares will be responsible for transferring good and valid title of such Shares to the Depositary.
Transfer, Combination and Split Up of ADRs
ADR holders will be entitled to transfer, combine or split up ADRs and the ADSs evidenced thereby. For transfers of ADRs, ADS holders will have to surrender the ADRs to the Depositary and also must:
| • | ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer; |
| • | provide such proof of identity and genuineness of signatures; |
| • | provide any transfer stamps required by the State of New York or the United States; and |
| • | pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the Deposit Agreement, upon the transfer of ADRs. |
To have ADRs either combined or split up, holders must surrender the ADRs in question to the Depositary with the request to have them combined or split up, and must pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders, pursuant to the terms of the Deposit Agreement, upon a combination or split up of ADRs.
Withdrawal of Shares Upon Cancellation of ADSs
ADS holders will be entitled to present ADSs to the Depositary for cancellation and then receive the corresponding number of underlying Shares represented by such ADSs at the Custodian’s offices. The ability to withdraw the Shares held in respect of the ADSs may be limited by U.S. and Australian legal considerations applicable at the time of withdrawal. In order to withdraw the Shares represented by ADSs, holders will be required to pay to the Depositary the fees for cancellation of ADSs and any charges, expenses, taxes and governmental charges payable upon the transfer of the Shares. ADS holders assume the risk for delivery of all funds and securities upon withdrawal. Once cancelled, the ADSs will not have any rights under the Deposit Agreement.
ADS holders who hold ADSs registered in their name may be asked to provide documentation as the Depositary may deem appropriate before it will cancel such ADSs. The withdrawal of the Shares represented by the ADSs may be delayed until the Depositary receives satisfactory evidence of compliance with all applicable laws and regulations. ADS holders should keep in mind that the Depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.
ADS holders will have the right to withdraw the securities represented by their ADSs at any time except for:
| • | Temporary delays that may arise because (i) the transfer books for the Shares or ADSs are closed, or (ii) Shares are immobilized on account of a shareholders meeting or a payment of dividends. |
| • | Obligations to pay fees, taxes and similar charges. |
| • | Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit. |
The Deposit Agreement may not be modified to impair the right to withdraw the securities represented by the ADSs except to comply with mandatory provisions of law.
Limitations on Obligations and Liabilities
The Deposit Agreement limits Woodside’s obligations and the Depositary’s obligations to holders. ADS holders should note the following:
| • | Woodside and the Depositary are obligated only to take the actions specifically stated in the Deposit Agreement without negligence or bad faith. |
| • | The Depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the Deposit Agreement. |
| • | The Depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to holders on Woodside’s behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Shares, for the validity or worth of the Shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the Deposit Agreement, for the timeliness of any of Woodside’s notices or for Woodside’s failure to give notice. |
| • | Woodside and the Depositary will not be obligated to perform any act that is inconsistent with the terms of the Deposit Agreement. |
| • | Woodside and the Depositary disclaim any liability if Woodside or the Depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement, by reason of any provision, present or future, of any law or regulation, or by reason of present or future provision of any provision of Woodside’s governing documents or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond Woodside’s control. |
| • | Woodside and the Depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in Woodside’s governing documents or in any provisions of or governing the securities on deposit. |
| • | Woodside and the Depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of them in good faith to be competent to give such advice or information. |
| • | Woodside and the Depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Shares but is not, under the terms of the Deposit Agreement, made available to holders of ADSs. |
| • | Woodside and the Depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties. |
| • | Woodside and the Depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement. |
| • | No disclaimer of any Securities Act liability is intended by any provision of the Deposit Agreement. |
| • | Nothing in the Deposit Agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship, among Woodside, the Depositary and any ADS holder. |
| • | Nothing in the Deposit Agreement precludes Citibank (or its affiliates) from engaging in transactions in which parties adverse to Woodside or the ADS owners have interests, and nothing in the Deposit Agreement obligates Citibank to disclose those transactions, or any information obtained in the course of those transactions, to Woodside or to the ADS owners, or to account for any payment received as part of those transactions. |
Exhibit 8.1
List of significant subsidiaries
The following table shows significant subsidiaries of Woodside Energy Group Ltd as of 31 December 2024.
| Subsidiary |
Jurisdiction |
|
| Woodside Energy Ltd |
Australia |
|
| Woodside Finance Limited |
Australia |
|
| Woodside Energy Julimar Pty Ltd |
Australia |
|
| Woodside Burrup Pty Ltd |
Australia |
|
| Woodside Energy Holdings (UK) Pty Ltd |
Australia |
|
| Woodside Energy Global Holdings Pty Ltd |
Australia |
|
| Woodside Energy (UK) Limited |
United Kingdom |
|
| Woodside Energy Holdings LLC |
United States of America |
|
| Woodside Energy USA Operations Inc. |
United States of America |
|
| Woodside Energy Resources Inc. |
United States of America |
|
| Woodside Energy Holdings (Resources) Inc. |
United States of America |
|
| Woodside Energy (Deepwater) Inc. |
United States of America |
Exhibit 11.1
Code of Conduct
Contents
| INTRODUCTION |
4 | |||
| COMPLIANCE |
4 | |||
| Who must comply with Woodside’s Code of Conduct? |
4 | |||
| Training |
4 | |||
| Breaches of the Code of Conduct |
5 | |||
| Reporting Breaches of the Code of Conduct |
5 | |||
| Monitoring Compliance |
6 | |||
| MISSION, VISION AND VALUES |
6 | |||
| Woodside’s Mission and Vision |
6 | |||
| Our Values |
6 | |||
| CODE OF CONDUCT RULES |
7 | |||
| OUR BUSINESS – MANAGING ACTIVITIES SUSTAINABLY |
7 | |||
| Health and Safety |
7 | |||
| Environment |
8 | |||
| Quality |
8 | |||
| OUR PEOPLE – WORK ENVIRONMENT AND PRACTICES |
8 | |||
| Employment practices |
8 | |||
| Travel |
9 | |||
| Fitness for Work |
9 | |||
| Privacy |
10 | |||
| Duties as a director or officer |
10 | |||
| OUR INFORMATION–RESPECTING AND PROTECTING CONFIDENTIAL AND PROPRIETARY INFORMATION |
10 | |||
| Confidential information |
10 | |||
| Proprietary information – use and protection of Woodside’s intellectual property |
11 | |||
| Release of information to shareholders and the financial market |
11 | |||
| Prohibition on insider trading |
12 | |||
| Use of information systems |
12 | |||
| Social media |
13 | |||
| OUR ASSETS – USING AND PROTECTING OUR ASSETS AND MAINTAINING FINANCIAL INTEGRITY |
14 | |||
| Use and protection of Woodside’s assets |
14 | |||
| Use and protection of corporate opportunity |
14 | |||
| Accounting policies and procedures |
14 | |||
| Risk management |
15 |
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| OUR PARTNERS–RESPECTING AND WORKING WITH OUR BUSINESS PARTNERS |
15 | |||
| Conflicts of interest |
15 | |||
| Combating bribery and corruption |
17 | |||
| Dealing with local agents and representatives |
18 | |||
| Dealing with our joint venture participants, contractors and suppliers |
18 | |||
| THE GOVERNMENT |
19 | |||
| Compliance with laws and regulations |
19 | |||
| Obtaining legal advice |
19 | |||
| Competition and anti-trust laws |
19 | |||
| International Trade Laws and Export Compliance |
20 | |||
| Dealing with regulators and government officials |
20 | |||
| OUR COMMUNITIES |
21 | |||
| Social investment |
22 | |||
| First Nations initiatives |
22 | |||
| Customer initiatives |
22 |
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MESSAGE FROM OUR CEO
At Woodside, our vision is to deliver affordable energy solutions and superior outcomes for stakeholders. As we prepare for an exciting new phase for our company, our success will more than ever depend not only on what we do, but on how we do it.
We are committed to doing what’s right and the Woodside Code of Conduct sets out the rules and behaviours that we are all expected to follow. It applies to directors, officers, employees, contractors filling staff positions and service providers, regardless of their role or location within Woodside.
Woodside’s Code of Conduct is underpinned by our values of one team, we care, innovate every day, results matter and build and maintain trust. It provides a practical guide to the standard of business conduct expected by Woodside. It makes clear our approach.
I encourage you all to take time to read the Code of Conduct and understand the expectations of you and the people you work with.
By fostering an environment that encourages ethical behaviour, we can ensure Woodside is a great place to work by building trust and empowering our people to do the right thing. It supports us becoming a more diverse and courageous company and sets the scene for our sustained success.
Thank you
Meg O’Neill
CEO and Managing Director
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INTRODUCTION
Woodside’s Code of Conduct is a key component of who we are, what we do and how we behave.
The Code of Conduct is underpinned by Woodside’s values. It sets out the principles, practices and standards of personal and corporate behaviour Woodside expects you to adopt in your daily business activities.
The Code of Conduct has been approved by the Board and is regularly reviewed and updated as required. It is supplemented by policies approved by the Board and standards, processes and procedures developed by management that provide practical guidance on the principles, practices and standards you are expected to follow. These include the Policies, Expectations, Procedures, Guidelines and Tools contained in the Woodside Management System.
COMPLIANCE
Who must comply with Woodside’s Code of Conduct?
Scope
The Code of Conduct applies at work and to work related events and out-of-hours activities that are connected to your employment or work with Woodside.
Personal responsibility
Everyone who works for Woodside, including directors, officers, executives, managers, supervisors, employees, contractors and service providers, wherever they are located, must comply with the Code of Conduct together with policies and any standards, processes and procedures which relate to their daily business activities.
In addition to complying with the Code of Conduct personally, personnel in supervisory roles:
| • | Must take all reasonable steps to ensure that all employees, contractors, service providers, consultants, agents and partners under your supervision are aware of the Code of Conduct; and |
| • | Must foster an environment which encourages ethical behaviour and compliance with the Code of Conduct. |
Expectations of others who work with us
Woodside expects other third parties that we deal with, including customers, community partners and joint venture partners, to have or adopt equivalent standards of personal and corporate behaviour.
Directors’ and officers’ responsibilities
Directors and officers must lead by example and are responsible for promoting and instilling Woodside’s Values across the organisation. Directors and officers must comply with the Code of Conduct and are required to certify their compliance with the Code of Conduct each year.
Training
Employees are required to complete Code of Conduct training at the commencement of employment, and are also required to complete refresher training and to certify their compliance with the Code of Conduct on an annual basis.
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Service Provider Personnel (as defined in the Service Provider Personnel Guideline) must also complete Code of Conduct training at the commencement of providing services to Woodside, and all service providers with access to Woodside IT systems must complete Code of Conduct refresher training on an annual basis while continuing to provide services to Woodside.
Records of training are maintained electronically and monitored by Woodside’s VP Ethics & Compliance or their delegate.
Breaches of the Code of Conduct
Woodside has zero tolerance for unethical behaviour. All allegations of breaches of the Code of Conduct will be assessed, investigated where appropriate, and disciplinary action will be taken where a breach has been established.
Disciplinary action will be taken if you:
| • | directly breach the Code of Conduct (including by engaging in unlawful or inappropriate behaviours at work, at a work-related event or during out-of-hours activities that are connected to your employment); |
| • | approve an action or condone the behaviour of another which breaches the Code of Conduct; or |
| • | are aware of a material breach of the Code of Conduct by another and fail to report it. |
The nature of the disciplinary action will depend on the severity of the breach and may include reprimands, formal warnings, demotions or termination of your contract of employment, and/or reimbursing Woodside for any improper gains resulting from the breach.
Any breach of the Code of Conduct by an employee will be taken into account during the annual performance assessment process as a factor relevant to determining their individual and overall performance.
If you breach the Code of Conduct and your actions also breach any applicable laws or regulations, Woodside may refer the matter to the appropriate law enforcement agencies for consideration. Woodside will not pay any penalties imposed on you as a result of such breaches.
Reporting Breaches of the Code of Conduct
At Woodside, everyone should feel empowered and safe to “Speak Up” to raise concerns when they experience or witness unethical or inappropriate work behaviours, without fear of reprisal. Speaking up is a crucial way to help Woodside ensure a safe, open, inclusive and diverse workplace free from discrimination, harassment and other inappropriate behaviours.
Woodside is committed to protecting those who “Speak Up”, maintaining confidentiality in its complaints and investigations processes to the extent possible or as required by law, and in line with Woodside’s Whistleblower Policy. Woodside will not tolerate any form of retaliation, reprisal or detriment against any person where the reason for the retaliatory conduct relates to the suspicion that a person has reported, or will report, a suspected or actual breach of the Code of Conduct.
You should immediately report to Woodside any suspected or actual breach of the Code of Conduct, including any concerns about the actions of any Woodside officers, employees, contractors or service providers. There are a number of channels for “Speaking Up” or reporting concerns if you experience or witness unethical or inappropriate behaviours at Woodside, including via:
| • | a line leader or senior leader that you trust; |
| • | a Human Resources Business Partner; |
| • | a member of the Ethics & Compliance team; |
| • | a senior member of the Legal team; or |
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| • | Woodside’s external whistleblower hotline, EthicsPoint (woodside.ethicspoint.com). |
Personnel in supervisory roles who are notified of a potential breach of the Code of Conduct should report the matter either to a Human Resources business partner or the Head of Ethics & Compliance Australia.
Woodside has a whistleblower service operated by an external party, EthicsPoint. Through EthicsPoint you have the option of submitting a confidential and anonymous report to Woodside (via online form or phone), provide information and respond to clarifying questions while remaining anonymous.
Reports under whistleblower laws can be made in accordance with Woodside’s Whistleblower Policy. This sets out how Woodside people can make protected reports under applicable whistleblower laws including in Australia, and the protections that may exist under those laws.
However you report, Woodside will take steps to ensure that your identity is protected to the extent reasonably possible or as required by law, including in line with Woodside’s Whistleblower Policy where applicable.
Any such retaliatory action may be an offence under applicable laws and any Woodside person who engages in such action will be subject to disciplinary action. In addition, any Woodside person who unlawfully or improperly discloses your identity or information from which you can be identified will be subject to disciplinary action.
Monitoring Compliance
Reports on the number and type of incidents identified together with details of the nature and results of any investigation conducted will be provided to the Audit & Risk Committee every six months.
MISSION, VISION AND VALUES
Woodside’s Mission and Vision
Deliver affordable energy solutions and superior outcomes for stakeholders.
Our Values
One Team
We are inspired by our common purpose.
We challenge, respect and back each other.
We are inclusive, value diversity, and can be ourselves.
We Care
We keep each other safe.
We listen and respond with humility.
We respect the environment, operate responsibly, and care for our communities.
We adapt to the world’s expectations of us.
Innovate Everyday
We explore ideas, find creative solutions, and try new ways of doing things to provide the energy the world needs today and low cost, lower carbon energy for tomorrow.
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Results Matter
We go after opportunities and show courage by taking the right risks and learning from our mistakes.
We spend and invest as if it’s our own money.
We are proud of our achievements.
Build and Maintain Trust
Trust takes time and effort and will not be taken for granted.
We nurture relationships and act with integrity – doing what we say and doing it well.
CODE OF CONDUCT RULES
OUR BUSINESS – MANAGING ACTIVITIES SUSTAINABLY
Woodside recognises that strong health, safety, environment and quality performance is essential to our success and continued growth. Our aim is to be recognised as an industry leader through managing our activities in a sustainable manner with respect to our workforce, our communities and the environment.
We focus on health and safety because we believe that everyone has the right to go home in the same condition that they started the day.
We are committed to managing our activities to reduce adverse effects on the environment, while balancing the economic and social needs of sustainable development.
We build quality into the way we work to achieve intended outcomes and manage the risks in our business.
You must understand and comply with Woodside’s Health and Safety Policy, Environment and Biodiversity Policy and Quality Policy, and relevant laws and regulations of your specific job and apply responsible standards where laws do not exist.
Health and Safety
We believe that process and personal safety related incidents, and occupational illnesses are preventable.
We are transparent and open in our reporting of health and safety performance. We will set, measure and review our objectives and targets in order to drive continuous improvement.
We expect you to maintain a culture in which everybody is aware of their health and safety obligations and feels empowered to speak up and intervene on health and safety issues.
You will embed health and safety considerations in business planning and decision making. You will integrate health and safety requirements when designing, purchasing, constructing and modifying equipment and facilities.
Woodside’s expectations for health and safety management and performance are outlined in our Health and Safety Policy and Health, Safety and Environment Management Expectations, together with supporting processes and controls.
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Environment
We recognise the intrinsic value of nature and the importance of protecting the environment in which we operate. This is necessary to support sustainable development, is one of our core values and is critical to maintaining our licence to operate. Our long-term business success depends on our ability to manage and minimise (and wherever possible eliminate) the potential impact of our activities.
We are committed to undertaking and managing our activities in an environmentally sustainable way, while balancing the economic and social needs of sustainable development.
Woodside’s expectations for environmental management and performance are outlined in our Environment and Biodiversity Policy together with supporting processes and controls.
Quality
Outstanding quality performance is essential to sustainably meeting business and stakeholder objectives and obligations.
We apply quality management principles to ensure that development and operational opportunities are realised to create value and that associated risks are controlled to protect value.
Responsibility for quality rests with all Woodside employees, contractors and joint venturers engaged in activities under Woodside operational control.
Our Quality Policy and Risk, Quality, Compliance and Governance Expectations define Woodside’s quality management principles and commitment to quality.
OUR PEOPLE – WORK ENVIRONMENT AND PRACTICES
We are committed to making Woodside a great place to work. We understand that the ability to deliver superior shareholder returns depends on our ability to attract and retain an engaged, diverse and high performing workforce.
Employment practices
We recognise that a talented and diverse workforce is a key competitive advantage and strive to create an environment which is safe, rewarding and free from all forms of unlawful discrimination, harassment or inappropriate behaviour. We respect your right to freedom of association.
Our policy is to recruit and manage our employees on the basis of competence and performance regardless of factors including age, nationality, race, ethnicity, national origin, religious beliefs, sex, sexual orientation, intersex status, gender identity or expression, relationship status, disability, neurodiversity, cultural background, thinking styles, experience, family background, including caregiving commitments, and education.
You must follow the standards of behaviour outlined in Woodside’s Working Respectfully Policy which applies at work, during work-related events and out-of-hours activities that are connected to your employment or work at Woodside. Working respectfully includes treating everyone with dignity, courtesy and respect, and refraining from engaging in behaviours that are intimidating, offensive, degrading, harassing or threatening to an individual or group. Impacts and breaches of this policy may occur even if there is no intent to cause harm to others, but actions are found to be inappropriate.
In line with the Working Respectfully Policy and Woodside’s Discrimination, Bullying and Harassment Guideline, you are expected to:
| • | treat every person in line with Woodside’s values; |
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| • | understand the behaviours that are important to Woodside and take action to prevent and stop discrimination, bullying and harassment, including sexual harassment; |
| • | promote inclusion and diversity through your actions and interactions; |
| • | speak up when you see any actions that you consider may be in breach of Woodside’s Code of Conduct or Working Respectfully Policy; and |
| • | support inclusion and diversity in the recruitment, development and management of our people and in all of your interactions with others. |
Further details are set out in Woodside’s Working Respectfully Policy, Discrimination, Bullying and Harassment Guideline and Inclusion and Diversity Policy.
Travel
Travel for the purpose of conducting Woodside business is referred to as business travel, which includes attending training and conferences. You must ensure that business travel is undertaken in a way that supports business requirements, while being safe and cost effective.
You must plan and conduct all business travel in accordance with Woodside’s procedures, supporting processes and controls. While on business travel, you must comply with this Code of Conduct and all other applicable Woodside policies and procedures (including those relating to fitness for work, and business and travel expenses) at all material times.
Fitness for Work
When fulfilling the duties of your role, we expect you to be fit for work. This means that you are in a state, both physically and psychologically, to perform tasks assigned to you competently and in a manner that does not compromise your own health and safety or that of others.
Your fitness for work may be impaired by a variety of factors including the use of alcohol or other drugs.
In a manner consistent with Woodside’s Medical and Health Surveillance Procedure, you must:
| • | attend work and work-related events in a condition in which you are able to perform your duties without risk to yourself or others; |
| • | behave responsibly with respect to the use of prescription drugs, alcohol and tobacco at work, when conducting Woodside business and at Woodside sponsored functions; |
| • | not purchase, serve or consume alcohol at any Woodside sponsored function if this would offend the customs, culture or religious beliefs of any local community in which such activity takes place; and |
| • | not misuse prescription drugs and must not use, possess, distribute or sell illegal drugs at work, when conducting Woodside business or at Woodside sponsored functions. |
Alcohol is not, under any circumstance, permitted on any operational, construction, exploration, drilling or seismic site or on any marine vessel. Alcohol is only permitted in Woodside offices and at Woodside sponsored functions when approved in accordance with the Alcohol and Other Drugs Procedure. Alcohol must be served and consumed in a responsible manner, and in accordance with any local laws, procedures and other requirements.
You may be subject to alcohol or drug testing which may involve the testing of your breath or urine. The primary aim of alcohol or drug testing is to ensure that individuals are fit to perform their role and to discourage abuse, offer help and provide access to confidential treatment.
Poor work performance caused by alcohol or drug use, or significant impairment that creates a safety risk, is regarded as serious misconduct, and you must report any such instances of misconduct that you become aware of.
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You may not smoke in Woodside offices or on any operational, construction, exploration, drilling or seismic site or on any marine vessel (other than in designated smoking areas).
Further details are set out in Woodside’s Medical and Health Surveillance Procedure.
Privacy
Woodside collects, uses, discloses and stores personal information about individuals as part of its business operations, including our employees and contractors. We are committed to recognising and respecting privacy in the management of personal information. Further details are set out in Woodside’s Privacy Statement.
You must ensure the security and management of personal information in accordance with Woodside’s Privacy Procedure and applicable legal requirements. This includes maintaining and protecting confidentiality of the personal information of others that you become aware of during the course of undertaking your work duties for Woodside.
Duties as a director or officer
If you are a director or officer of Woodside, you must comply with your statutory obligations under the relevant applicable legislation including the general duties to:
| • | act in good faith in the best interests of the company; and |
| • | use due care and diligence in exercising your powers and discharging your duties. |
If you have any questions about whether you are an officer or the scope of your obligations, you should seek advice from a member of Woodside’s Legal team.
OUR INFORMATION–RESPECTING AND PROTECTING CONFIDENTIAL AND PROPRIETARY INFORMATION
Woodside’s information is a valuable asset which needs to be protected.
Confidential information
You may have access to or become aware of information which is confidential to Woodside. Confidential information includes any information which is not generally available to the public concerning Woodside’s activities, results or plans. This may include financial, marketing or technical information, tenders, contracting strategies, contracting plans, customer lists, business plans, designs, drawings, techniques, processes or any other form of intellectual property. It can also include third party confidential information that has been provided to or held by Woodside.
If you have access to confidential information you must:
| • | maintain the confidentiality of that information; |
| • | apply Woodside’s information security policies and procedures, including the Woodside Information Technology Systems – Conditions of Use Procedure; |
| • | only access that information for or in connection with your role and responsibilities within Woodside; |
| • | ensure that the information is only used for authorised purposes and is protected from theft, unauthorised or inappropriate use, including personal gain, and unauthorised disclosure; and |
| • | report any loss or unauthorised disclosure of such information promptly to your line manager. |
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Protection of Woodside’s confidential information is dependent on the awareness and vigilance of Woodside’s employees, contractors and Service Provider Personnel. Confidential information must not be disclosed without:
| • | obtaining Woodside’s permission and otherwise complying with Woodside’s Continuous Disclosure and Market Communications Policy (which is supplemented by processes and procedures); and |
| • | where appropriate, entering into a confidentiality agreement with the recipient. |
Managers and supervisors in each area of the business are responsible for ensuring that suitable arrangements are in place for protecting confidential information.
Your confidentiality obligations continue after your employment or involvement with Woodside ends at which time you must return all confidential information to your line manager.
Further details are set out in the Woodside Information Technology Systems – Conditions of Use Procedure and Security Management Procedure.
Proprietary information – use and protection of Woodside’s intellectual property
You may be involved in the research and development of products, processes or other innovations (or have access to or become aware of the results of these research and development activities).
This information is confidential to Woodside (and must be treated in the same manner as other information which is confidential to Woodside).
This information (together with all work, ideas, concepts, designs, inventions, models, developments and improvements made or developed during the course of your employment, or with the use of any of Woodside’s time, materials, facilities or other resources) is owned by Woodside.
Accordingly, you must treat the associated intellectual property as Woodside’s property both during and after your employment or involvement with the company and, upon request, assign any rights in such intellectual property to Woodside.
Further details are set out in the Intellectual Property Management Procedure.
Release of information to shareholders and the financial market
Woodside has obligations in relation to the periodic and continuous disclosure of information about the company and its operations.
We are committed to:
| • | ensuring that shareholders and the market are provided with full and timely information about Woodside’s activities; |
| • | complying with the general and continuous disclosure obligations applicable in Australia and the United States; |
| • | preventing the selective or inadvertent disclosure of material price sensitive information; |
| • | ensuring that all stakeholders have equal opportunities to receive externally available information issued by Woodside; and |
| • | making all disclosures in a manner that is clear, concise and effective. |
In order to comply with its disclosure obligations, Woodside has a Continuous Disclosure and Market Communications Policy which sets out your individual responsibilities in ensuring Woodside complies with its disclosure obligations.
A failure to comply with these disclosure obligations may result in Woodside’s shares being suspended, or in exceptional circumstances removed, from trading.
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A breach of the disclosure requirements may constitute a criminal act for which Woodside can be fined or become liable to pay damages and other penalties may apply. Woodside directors, officers, employees and advisers may also be personally liable for large fines or possible imprisonment if they are involved in a breach of the continuous disclosure provisions.
Prohibition on insider trading
The law prohibits dealing in the shares of a company while in possession of “inside information”. This is known as “insider trading” and is a serious offence under the Corporations Act and the U.S. Securities Exchange Act of 1934.
Inside information is information that:
| • | is not generally available to people who commonly invest in securities (i.e. it has not been made public); and |
| • | if it were generally available, would (or would be likely to) influence investors who commonly invest in securities in deciding whether or not to subscribe for, purchase or sell Woodside securities or securities of another entity. |
You may, as a result of working for or being involved with Woodside, have access to or become aware of “inside information” relating to Woodside or another company. This information is confidential (and must be treated in the same manner as other information which is confidential to Woodside).
In addition to your confidentiality obligations, if you possess inside information about Woodside or other companies you must not buy, sell or deal in their related financial products, including securities, advise, procure or encourage another person (such as a family member, friend, associate, colleague, broker, financial planner, investment adviser, family company or family trust) to trade in securities or communicate the inside information to anyone else who may use it to deal in securities. Additional obligations and restrictions are imposed on individuals identified as “Restricted Employees”.
Breach of insider trading laws (or equivalent legislation in other jurisdictions) may result in criminal or civil liability.
Further details, including the obligations and restrictions on Restricted Employees, are set out in Woodside’s Securities Dealing Policy.
Use of information systems
You will be able to access information and use Woodside’s information systems to perform your role at Woodside. These may include the use of digital devices such as computers, laptops, tablets, phones, photocopiers and facsimiles.
Any information created using or stored in Woodside’s information systems is owned by Woodside, and must be stored and handled in accordance with the Woodside Information Technology Systems – Conditions of Use Procedure.
You may only access and use information required to perform your role at Woodside. You must not seek to take advantage of any of Woodside’s information or information systems for personal gain or to compete with Woodside.
You must comply with the Woodside Information Technology Systems – Conditions of Use Procedure and use Woodside information systems safely, effectively and lawfully and in a way that is consistent with Woodside’s values. You must not use any of Woodside’s IT systems or devices to access, store, display or share material (whether on or off the Woodside network) which:
| • | is in breach of copyright or any other legal requirement; |
| • | is offensive, indecent, menacing, violent or abusive; |
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| • | is intended to incite criminal activities or instruct others how to commit criminal activities; |
| • | is sexually explicit, pornographic, obscene or suggestive; |
| • | involves online gambling; |
| • | is in the nature of “chain mail” or intended to create personal gain or profit; |
| • | would be considered objectionable or inappropriate by a reasonable person, or is otherwise inconsistent with the Woodside values. |
Occasional personal use of Woodside’s information systems is permitted provided such use does not interfere with the performance of your work and is consistent with the Woodside Information Technology Systems – Conditions of Use Procedure.
You must ensure that only Digital-approved information systems are used to conduct Woodside business. Any use of “Off-Channel” communication applications must comply with the Woodside Information Technology Systems – Conditions of Use Procedure, including the requirement to bring all Woodside business records sent or received via “Off-Channel” communications back onto Digital-approved information systems within 30 days.
“Off-Channel” communications includes any business-related communication or activity that occurs outside Digital-approved information systems. This includes communications or activities conducted on ephemeral messaging platforms (e.g. WhatsApp, SnapChat, WeChat, Telegram, Hash, Cover Me, Confide, Signal, Wickr, Wire, etc.), and mobile phone text and messaging services.
“Woodside business record” means any communication or document that describes Woodside’s commercial activities (including commercial transactions, strategy, negotiations, marketing arrangements, products, operations and processes), and any other corporate documents or records that are required to be retained for tax or other regulatory authority purposes.
Cybersecurity
Protection of Woodside’s electronic presence is dependent on the awareness and vigilance of Woodside personnel. You must be vigilant of potential cyber-attacks that could be launched against Woodside (e.g. spam, fraudulent or phishing emails etc.) and follow the Woodside Information Technology Systems – Conditions of Use Procedure at all times when using Woodside IT systems and equipment.
All employees, third party contractors and service providers with access to Woodside IT systems must complete annual cybersecurity training.
Social media
Social media provides a platform to help share and amplify Woodside’s vision, values and external communications.
If you engage in social media or online company networking activities that make reference to Woodside’s interests including company business, products, people, assets and activities, you must comply with the Code of Conduct and the Woodside Information Technology Systems – Conditions of Use Procedure.
Woodside Corporate Affairs is solely authorised to manage the use of Woodside’s official social media channels. We encourage you to share Woodside’s official social media posts, but you should exercise common sense and good judgement in relation to publishing content on social media sites. If using social media sites for personal purposes, you should ensure that personal content is not attributed to Woodside or presented as reflecting Woodside’s views or opinions. In addition, you must always respect the privacy of others when using social media and you should not post personal content which may be considered offensive.
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For further guidance (including information regarding best practice in relation to some social media channels) please refer to the Woodside Social Media Guidelines.
OUR ASSETS – USING AND PROTECTING OUR ASSETS AND MAINTAINING FINANCIAL INTEGRITY
Use and protection of Woodside’s assets
You are responsible for safeguarding any Woodside assets which are under your control. This may include company funds, property or equipment including digital devices. These assets must not be used for personal benefit and you must also take appropriate precautions to prevent theft, damage or misuse of Woodside assets.
You must use Woodside funds for business expenses sensibly and effectively consistent with the Manual of Authorities and Contracting and Procurement Procedure. Expenditures must be reported accurately and in a timely way. An accurate and auditable record of all financial transactions relating to Woodside’s business must be maintained in accordance with the Contracting and Procurement Procedure and the Financial Management Procedure. No entry should be made in Woodside’s records that distorts or disguises the true nature of any transaction. Submission of a fraudulent expense report is regarded as serious misconduct.
The misuse of Woodside’s assets constitutes theft and/or fraud.
Theft includes the unauthorised use of Woodside’s assets for non-business purposes and the unauthorised removal of Woodside information, equipment, supplies or other resources. You must seek the appropriate approvals to sell, loan or donate Woodside’s assets.
Fraud generally involves some form of dishonest activity, deceit, theft, making of false statements or false documents, breach of trust or guilty intention with the object of obtaining money or other benefit. A fraudulent act, reckless or deliberate, can have significant consequences for you and Woodside including loss of sales and access to financing, withdrawal of licences, litigation, civil recovery actions (e.g., actions by law enforcement agencies to recover the proceeds of a crime) and damage to reputation.
If you are involved in theft or any other fraudulent activity, you are liable to disciplinary action and possibly criminal action.
Any act of theft or fraud must on all occasions be reported in accordance with the procedures set out in the “Reporting breaches of the Code of Conduct” section above.
Further details concerning the control of fraud and corruption are set out in the Fraud and Corruption Control Procedure.
Use and protection of corporate opportunity
You must not pursue or take advantage of any business opportunity which arises as a result of your access to Woodside’s property or information or because of your position within Woodside.
You must not seek to take advantage of Woodside’s information or of your position within Woodside for personal gain or to compete with Woodside.
Accounting policies and procedures
Woodside’s financial procedures and systems of internal control address the recording, processing and reporting of financial information in compliance with applicable financial, regulatory and other reporting requirements and laws and regulations in countries where we operate, including, where applicable the Corporations Act, Listing Rules published by ASX Limited and the NYSE, Australian Accounting Standards, applicable U.S. securities laws and other mandatory professional reporting requirements.
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All Woodside records must be maintained accurately, fairly, in reasonable detail and without intentional misstatements or omissions. No entry should be made in Woodside’s records that distorts or disguises the true nature of any transaction. You are strictly prohibited from creating or maintaining any “off the books” accounts or funds, or causing Woodside’s books and records to contain false, misleading, or inaccurate entries.
Information regarding auditor independence is set out in Woodside’s External Auditor Policy, which is supported by the External Auditor Guidance Policy.
Risk management
Woodside’s policies and procedures regarding risk and internal control, risk oversight and management, risk profiles and the assessment of the effectiveness of risk management and compliance and control are set out in Woodside’s Risk Management Policy.
OUR PARTNERS–RESPECTING AND WORKING WITH OUR BUSINESS PARTNERS
Woodside aspires to be a partner of choice. In order to achieve this goal, we need to respect our business partners and develop long-term relationships.
Conflicts of interest
Woodside respects your right to privacy and to engage in activities outside of work and unrelated to your employment at Woodside. However, you must not engage in activities which:
| • | conflict, or could be perceived to conflict, with your responsibilities to Woodside; or |
| • | compromise, or could appear to compromise, the quality of your work performance, your commitment to your work or your ability to make impartial business decisions. |
You must always be mindful of relationships which may present, or may appear to present, a conflict with Woodside’s interests. It is your responsibility to identify and disclose circumstances involving conflicts of interest (actual, potential or perceived) and external commitments in accordance with this Code of Conduct.
Conflicts of interest can arise in many different ways. Common situations include:
| • | holding outside jobs, directorships or affiliations (see External Commitments below); |
| • | jobs or affiliations held by close family or friends; |
| • | pursuing, awarding or maintaining Woodside business opportunities (including influencing Woodside tender activities) for personal gain or for the benefit of close family or friends; |
| • | offering or accepting gifts or entertainment at inappropriate times; |
| • | having a current or former close personal relationship with a colleague, contractor or service provider who works in the same team or under your supervision, where the relationship has the potential to impact the impartiality of your decision-making; |
| • | influencing Woodside recruitment decisions, employment conditions or performance assessments in relation to close family or friends; |
| • | holding shares or other investments in a competitor, customer, contractor or supplier of Woodside (or having other business relationships with a competitor, contractor, customer or supplier of Woodside); |
| • | having a close personal relationship (for example, with another employee in your direct reporting line or otherwise resulting in an overlap of personal and professional relationships) which may give rise to a real or perceived conflict of interest including risk of unfair advantage or breach of confidentiality. |
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A conflict of interest would not normally arise out of merely holding shares in another company, unless you (or a close family member or friend) held a substantial interest in that company and were in a position to influence or control decisions by that company relating to Woodside’s involvement with it.
External Commitments
Taking on or maintaining external commitments can also give rise to a conflict with Woodside’s interests, for example because:
| • | the external organisation’s commercial interests may compete with Woodside’s interests; |
| • | your position within Woodside may provide you with access to information, contacts or relationships which it would not be appropriate for you to use for personal gain or benefit; or |
| • | your commitment to the external organisation or activity, such as the number of hours needing to be spent, may impact your ability to work within your contracted hours or safely and productively without being compromised by fatigue. |
You must not:
| • | hold positions in or have relationships with external organisations which have dealings with Woodside where your Woodside position allows (or could be perceived by other people to allow) you to influence or control Woodside decisions affecting those external organisations; |
| • | have a second job or operate your own business (even in your own time and away from the Woodside workplace), or take on any other external commitment or activity which might conflict (or might be perceived by other people to conflict) with Woodside’s interests or your duties or contractual obligations to Woodside, without the required prior approval; |
| • | hold a directorship in a non-publicly listed company on behalf of or otherwise representing Woodside (other than an entity within the Woodside group of companies, to which you have been appointed a director) without the required prior approval; nor |
| • | hold a directorship in a publicly listed company without the prior approval of Woodside’s Board. |
You should exercise common sense and good judgement in relation to engaging in community, government, educational and other not-for-profit activities outside of work to avoid activities which have the potential to adversely impact Woodside’s reputation or otherwise compromise your ability to perform your duties at Woodside in a professional and impartial manner.
Declarations and approvals
As soon as you become aware of an actual, potential or perceived conflict of interest situation you should (a) immediately remove yourself from any involvement in the relevant activity; and (b) declare the situation using the online Conflict of Interest Register on the Woodside intranet website. Declarations must be reviewed and approved by your line manager and any approval endorsed by your 2-Up manager. It is your line manager’s and 2-Up manager’s responsibility to ensure that your declaration is properly reviewed, including whether it is appropriate for you to resume any discussions or activities that involve the conflict.
If you are considering taking on an external commitment, you must seek prior approval from your line manager, and any approval endorsed by your 2-Up manager, using the online Conflicts of Interest Register on the Woodside intranet website.
If you receive approval in relation to a particular matter, it is your responsibility to monitor for any changes in the disclosed circumstances (including, for example, a change of your position within Woodside) which would require you to seek a fresh approval of the changed circumstances, and to seek that approval in advance.
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If you are in doubt about whether a particular circumstance is an external commitment or conflict of interest that should be declared, please consult a member of the Ethics & Compliance team.
This section of the Code of Conduct does not apply to Woodside non-executive directors. Directors must comply with the Directors’ Conflict of Interest Policy.
Business practices
Woodside is committed to conducting its business and activities ethically and with integrity.
We do not seek competitive advantage through illegal or unethical business practices.
You must endeavour to deal fairly with Woodside’s customers, service providers, suppliers, contractors, competitors and employees. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practice. In contracting and procurement activities, you must comply with the Contracting and Procurement Procedure, including by ensuring that approved contractual terms are in place before procuring goods and services, and by incorporation obligations requiring contractors or suppliers to comply with Woodside’s Supplier Code of Conduct. You must also uphold the integrity of pre- and post-contract award processes, including by maintaining confidentiality where a potential contractor or supplier also has existing business with Woodside.
Combating bribery and corruption
As outline in Woodside’s Anti-Bribery and Corruption Policy, Woodside prohibits bribery and corruption, in any form, whether direct or indirect, whether in the private sector or the public sector, anywhere in the world.
Most countries, including Australia, the United Kingdom and the United States, have laws prohibiting any person or company from offering, promising or giving a bribe (which can include anything of value) to a private individual or government official, and prohibiting private individuals and government officials from soliciting or accepting such bribes.
There are potentially serious consequences, including imprisonment and fines, for violating the anti-bribery and corruption laws of Australia, the United States of America, the United Kingdom and other places which may apply to Woodside, its business partners and/or third parties operating on Woodside’s behalf.
You must not directly or indirectly offer, pay, solicit, promise, authorise or give to anyone a gift, bribe, kickback, inducement, favour, payment or anything else of value to anyone in the private or public sector in order to obtain an improper advantage for Woodside, its employees or anyone associated with Woodside. You must not directly or indirectly solicit or accept bribes, kickbacks, inducements, favours, payments or anything else of value in any form. Further details are set out in Woodside’s Anti-Bribery and Corruption Policy and Fraud and Corruption Control Procedure.
Gifts and Entertainment
Giving and receiving gifts and entertainment can be a legitimate way of fostering and maintaining good business relationships – however, it can also operate, or be perceived to operate, as an attempt to seek an improper advantage. All gifts and entertainment must be provided or accepted transparently and without any intent to improperly influence the recipient, and only in accordance with Woodside’s policies and applicable laws.
Registration and approval requirements apply under Woodside’s Anti-Bribery and Corruption Policy for the exchange of gifts and entertainment (including meals and hospitality) with anyone who is not an employee of Woodside. Under these:
| • | The exchange of any gifts or entertainment involving one or more government officials must be entered onto the Gifts and Entertainment Register, regardless of value. Any exchange that (i) might be perceived as being intended to improperly obtain/retain a business advantage and/or (ii) which is valued above the applicable pre-approval threshold, requires prior approval from Woodside’s VP Ethics & Compliance (or delegate) via the Register. |
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| • | The exchange of gifts or entertainment with third parties other than government officials is also subject to registration and pre-approval thresholds depending on the value of the gifts or entertainment being offered. If the value exceeds the pre-approval threshold, prior approval must be obtained from the VP Ethics & Compliance (or delegate) via the Register. |
| • | Applicable registration and pre-approval requirements and thresholds are outlined in Appendix A. Please also refer to Woodside’s Anti-Bribery and Corruption Policy for further guidance. |
Some countries impose strict limits on the value of gifts and entertainment which may lawfully be provided to government officials. It is your responsibility to ensure that you are familiar with any restrictions which apply, and the broad definition of what is a ‘government official’.
You must not directly or indirectly provide or accept excessive, frequent or lavish gifts or entertainment. You must consider the value and frequency of gifts or entertainment exchanged with the same party within any six month period, and determine if this is appropriate having regard to common courtesy, general commercial practice and local law and customs, and is also in line with the principles set out in Woodside’s Anti-Bribery and Corruption Policy.
You must consult Woodside’s Anti-Bribery and Corruption Policy prior to providing or accepting gifts or entertainment as additional restrictions apply.
Sponsored Travel
Woodside prohibits the payment of travel and travel-related expenses for government officials (unless such payment has been approved by the VP Ethics & Compliance). Further details are set out in Woodside’s Anti-Bribery and Corruption Policy.
Dealing with local agents and representatives
It may, in certain circumstances, be necessary for Woodside to engage a third party person or entity that will act for or on behalf of or otherwise represent Woodside (either in its capacity as operator for a Woodside-operated joint venture, or in its corporate capacity) in Woodside’s business dealings with public sector and/or private sector third parties, in overseas countries or overseas markets (a “local agent or representative’).
The terms of any such engagement must be reviewed by Compliance Legal and any engagement pre-approved by the VP Ethics & Compliance.
The process and approval requirements for appointing a local agent or representative is set out in Woodside’s Anti-Bribery and Corruption Policy. Local agents and representatives must only be engaged by Woodside in accordance with these requirements.
This recognises that Woodside seeks only to do business with those that have equivalent standards of personal and corporate behaviour, and that Woodside is responsible for the acts of its agents and representatives and must therefore ensure that any local agent or representative is chosen with care and is made fully aware of Woodside’s expectations when doing business with and for Woodside.
Dealing with our joint venture participants, contractors and suppliers
We are committed to the standards of personal and corporate behaviour set out in the Code of Conduct and using our sphere of influence to require our partners to adopt equivalent standards of personal and corporate behaviour.
In joint operations, we will apply these commitments where Woodside is operator. Where we are not the operator, we will use good faith efforts to influence our joint venture participants so that the joint operation adopts similar commitments. Additionally, we will:
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| • | seek co-venturers whose policies are consistent with those of Woodside; |
| • | combine complementary skills, appropriate technology and experience to create greater effectiveness; and |
| • | make our contractors and suppliers aware of Woodside’s commitments and expectations and of their responsibility in implementing them. |
When acting as operator of a joint venture involving other parties, Woodside has:
| • | contractual duties under the joint venture operating agreement; and |
| • | a duty as an agent for all participants in the venture. This requires Woodside to ensure that its position as operator is not improperly used to gain an advantage for Woodside or another party, or cause detriment to the venture. |
Woodside employees must be able to distinguish clearly between decisions to be made and actions to be taken by Woodside in its own right or as a venture participant (where Woodside is free to act in its own economic interest, subject to limited contractual duties), and decisions and actions by Woodside in its capacity as operator (where Woodside’s freedom of action is constrained by the contractual and agency responsibilities attached to the operator role).
THE GOVERNMENT
Woodside complies with all laws and regulations which apply to our activities anywhere in the world.
Compliance with laws and regulations
You must comply with all laws and regulations relating to your activities and Woodside’s operations. This includes understanding the laws and regulations relevant to you, as an ordinary person, in relation to your specific job and the country in which you are working.
You should be aware that:
| • | The principles, practices and standards set out in the Code of Conduct apply to business activities in all countries in which Woodside operates or conducts business. |
| • | Local laws may differ and the laws of one country may outlaw conduct that is allowed in another country. In this context, we will comply, as a minimum, with the local legal requirements in countries where Woodside operates or conducts business. If a higher standard is required under Woodside’s policies or the Code of Conduct, or is otherwise adopted by Woodside for that particular operation or business and it is consistent with local law, we will comply with that higher standard. |
Woodside managers are responsible for ensuring that all people under their supervision are aware of the legal obligations and requirements that impact upon their areas of responsibility, and that regular training is provided in relation to those obligations and requirements.
Obtaining legal advice
The laws that govern Woodside’s activities are complex; however, ignorance of the law does not excuse you or Woodside from those legal obligations.
If you are unclear about the laws and regulations relating to your work or the laws or regulations of the country in which you are working, you should seek advice from a member of Woodside’s Legal team. Taxation related matters should be referred to a member of Woodside’s Tax team.
Competition and anti-trust laws
Most countries have laws designed to promote competition in business and to protect the interests of consumers. These laws prohibit anti-competitive agreements or understandings between competitors, certain “exclusive” supply or distribution arrangements, misuse of market power to damage competition, anti-competitive mergers and misleading or deceptive conduct.
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You must not engage in (or be part of, in any way) any conduct which breaches these laws. Collusive conduct, which involves understandings with competitors on prices, volumes, terms of sale and the like, will not be tolerated by Woodside.
A breach of these laws carries potentially serious consequences, including imprisonment and fines. Businesses or consumers who are damaged by unlawful conduct may also be able to sue Woodside or you personally to recover damages.
If you have any questions about competition laws or concerns about a specific transaction, you should seek advice from a member of Woodside’s Legal team.
International Trade Laws and Export Compliance
At Woodside, we comply with all international trade and export compliance laws applicable to our operations. Some countries, while advancing their own foreign policies and national security objectives, impose financial or economic sanctions on certain countries, regions, people, companies or vessels, and restrict their own nationals or residents from dealing with these parties or with nationals from these countries or regions.
Additionally, many countries where we operate restrict the movement of goods, software and technology, and related services, that move within or across their borders (including digital borders). These include restrictions that prohibit goods, software or technology from being sent or shipped to certain countries or regions, or to a certain party, or for certain uses.
Failure to comply with these laws and regulations carries serious consequences including imprisonment, fines and in the case of Woodside loss of export privileges.
Before engaging with a third party (e.g. a supplier or contractor) please follow the supplier onboarding procedure or contact Ethics & Compliance to ensure appropriate due diligence is performed to verify that the third party you are trying to engage is not subject to sanctions or other trade restrictions.
These laws and regulations are complex and constantly evolving. If you have any questions or concerns about a specific transaction, you should contact a member of the Ethics & Compliance or Customs & Trade teams.
Dealing with regulators and government officials
Woodside’s ability to conduct business is directly affected by government decision-making. We seek to have open and constructive relationships with the governments of all countries in which Woodside has a presence. In some countries and local jurisdictions it can be difficult to correctly identify who must be considered to be a government official or is otherwise a representative, close affiliate or family member of a government official, so you must exercise caution if you are unsure. Further details and information are set out in Woodside’s Anti-Bribery and Corruption Policy.
If you have any questions or are unsure whether or not an individual is, or is relevantly connected with, a government official, you should contact a member of the Ethics & Compliance team.
Sharing information and political advocacy
Woodside engages in debate on policy and shares its views on policy matters which relate to Woodside’s business and activities. The exchange of information and opinions is essential to informed decision-making by both government officials and Woodside.
You may only provide information about Woodside or its business, activities or operations to governments where:
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| • | you are authorised to provide the information as part of your role at Woodside; |
| • | you have checked that the information is complete and accurate; |
| • | you have obtained approval from the VP Ethics & Compliance as well as any approvals required under Woodside’s Communications and External Stakeholder Engagement Procedure. |
If, as part of your role, you are authorised to advocate on behalf of Woodside or represent Woodside in government matters, you must comply with all applicable laws and regulations relating to corporate participation in public affairs and ensure that such activity is done in a manner which is consistent with Woodside’s values.
Political contributions, membership of political networking forums and attendance at political functions
Woodside does not donate to campaign funds for or provide in-kind contributions to any political party, politician or candidate for public office in any country. You must not, in an official Woodside capacity, make such a donation or contribution. This does not preclude your membership of, or participation in, political parties, in your private capacity and in your own time.
All other political donations or contributions by Woodside require Board approval. Woodside does not hold any memberships in political party business engagement forums. In certain circumstances, there may be a legitimate business reason for Woodside to participate in paid party-political business engagement events, which we assess in accordance with our business priorities. Attendance at these functions must be approved by the CEO and records maintained by Corporate Affairs.
We comply with the Australian Electoral Commission’s reporting requirements, as well as United States campaign finance laws and the laws of other countries or localities in which we operate, where applicable, and are transparent in our public disclosure of all political contributions.
Transparency
An accurate and auditable record of all gifts, entertainment and payments to government officials must be maintained in accordance with generally accepted accounting principles. No entry should be made in Woodside’s records that distorts or disguises the true nature of any transaction.
Further details regarding gifts, entertainment, travel, political contributions and functions, and sponsored travel are set out in Woodside’s Anti-Bribery and Corruption Policy, Code of Conduct Dashboard Guidelines and Political Contributions Procedure.
OUR COMMUNITIES
Woodside looks after its people and its communities. We build long-term partnerships with host governments, communities and key stakeholders where we are active.
Woodside recognises and respects the basic human rights of all people and seeks to ensure that we are not complicit in human rights abuses committed by others.
Woodside respects, considers and responds to the interests of our stakeholders. We are committed to:
| • | open dialogue and consultation with local communities and their representatives, non-governmental organisations and government at all levels to ensure that actual and potential impacts arising from Woodside’s operations are identified and appropriately managed; |
| • | considering the impacts of major developments on local communities, local infrastructure and the potential for conflict and its impact on security; and |
| • | working towards preventing the occurrence of slavery and human trafficking in Woodside’s own operations or in the operations of those that provide goods and services to Woodside. |
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Further information is set out in Woodside’s Sustainable Communities Policy and Human Rights Policy.
All Woodside engagement with external stakeholders must comply with the mandatory performance requirements set out in the Communications and External Stakeholder Engagement Procedure.
Social investment
Woodside’s approach to corporate sponsorships and donations to community projects is determined at the corporate level with input from the relevant business units and divisions.
You must not directly or indirectly provide charitable donations or corporate philanthropy to influence an individual, organisation or government to make a business decision in Woodside’s favour. You must seek Corporate Affairs and Ethics & Compliance approval and follow appropriate due diligence processes to ensure any donation or sponsorship commitment or payment complies with applicable anti-bribery and corruption legislation.
You are entitled to 12 hours volunteering leave per year and are encouraged to volunteer your time to community-based projects. This can be achieved through team-based volunteering or skills-based volunteering. There are established Woodside sponsored volunteering programs available or you may nominate to volunteer with an approved not-for-profit organisation. All volunteering activities must be approved by your business area Vice President.
Further details are set out in Woodside’s Sustainable Communities Policy.
First Nations initiatives
We are committed to maintaining viable and beneficial long term relationships with First Nations communities in whose traditional lands we operate.
We seek to understand and respect the diverse range of cultural and social matters which influence Woodside’s relationship with First Nations communities in all the areas Woodside operates.
Further details are set out in Woodside’s First Nations Communities Policy.
Customer initiatives
Customer satisfaction is important to Woodside’s success. We strive to understand our customers’ requirements, provide high quality products that meet or exceed our customers’ needs and deliver what we have agreed or contracted to deliver.
It is our policy to:
| • | identify and manage risks associated with our products; |
| • | specify precautions required in handling and transporting our products and take reasonable steps to communicate them to employees, customers and others who might be affected; |
| • | comply with all applicable product safety laws and regulations and apply responsible standards where laws and regulations do not exist; |
| • | work with government agencies and others, as appropriate, to develop responsible laws, regulations and standards based on sound science and consideration of risk; |
| • | include identification and control of potentially adverse health, safety and environmental effects as priority considerations in the planning and development of projects; and |
| • | undertake appropriate reviews and evaluations of our operations to measure progress and to foster compliance with this policy. |
Revised by the Woodside Energy Group Ltd Board in December 2024.
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APPENDIX A
GIFT & ENTERTAINMENT REGISTRATION AND PRE-APPROVAL REQUIREMENTS
(Excerpt from Woodside Anti-Bribery and Corruption Policy)
Where Government Officials are involved
The following approval and registration requirements apply to the offer, provision, acceptance or receipt of gifts and entertainment involving Government Officials:
| Total value of gift/entertainment (per person) involving Government Officials |
Prior approval of VP Ethics & Compliance (or delegate) |
Registration
Via online Gifts and Entertainment |
||
| US$0 - US$100 | Not required | Required | ||
| > US$100 |
Required |
|||
| Any value where item may be perceived as intended to improperly obtain/retain a business advantage |
||||
Where Government Officials are not involved
The following approval and registration requirements apply to the offer, provision, acceptance or receipt of gifts and entertaining not involving Government Officials:
| Total value of gift/entertainment (per person) not involving Government Officials |
Prior approval of VP Ethics & Compliance (or delegate) |
Registration
Via online Gifts and Entertainment |
||
| US$0 - US$100 | Not required | Not Required | ||
| > US$100 – US$250 | Not required | Required | ||
| > US$250 |
Required |
|||
| Offer of item which is refused by a Woodside employee | NA | Required where (i) value of item >US$250, and/or (ii) refusal was due to concerns that the item was excessive or may be perceived as intended to obtain/retain a business advantage | ||
| * | If you are uncertain whether it is appropriate to offer or receive gifts or entertainment in any particular circumstance, you should refer the matter to a member of Woodside’s Ethics & Compliance team before doing so. Further guidance is also available in Woodside’s Anti-Bribery and Corruption Policy. |
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Exhibit 11.2
Securities Dealing Policy
Contents
| 1 | OVERVIEW | 1 | ||||
| 2 | PROHIBITION ON INSIDER TRADING | 2 | ||||
| 3 | PROHIBITION AGAINST SHORT TERM OR SPECULATIVE DEALING | 5 | ||||
| 4 | PROHIBITION AGAINST DEALING DURING BLACK-OUT PERIODS | 5 | ||||
| 5 | PROHIBITION AGAINST HEDGING UNVESTED ENTITLEMENTS | 7 | ||||
| 6 | PERMITTED DEALINGS | 7 | ||||
| 7 | EXCLUDED DEALINGS | 9 | ||||
| 8 | PLEDGING SECURITIES | 10 | ||||
| 9 | CONSEQUENCES OF BREACH | 10 | ||||
| 10 | APPLICABILITY | 10 |
| 1 | OVERVIEW |
| 1.1 | Purpose of this Policy |
The purpose of this Policy is to:
| • | provide a brief and high level summary of the law on insider trading; |
| • | set out the restrictions on dealing in securities by people who work for or are associated with Woodside; and |
| • | assist in maintaining market confidence in the integrity of dealings in Woodside securities. |
If you do not understand any part of this Policy or how it applies to you, you should discuss the matter with a member of the Woodside Legal function before dealing in any securities.
Contravention of this Policy will be regarded as a serious matter by Woodside and may also give rise to criminal or civil actions.
| 1.2 | Who is covered by this Policy? |
This Policy applies to:
| • | executive and non-executive directors; |
| • | officers and full-time, part-time and casual employees; and |
| • | contractors, consultants, secondees and advisers, |
of Woodside and Woodside group companies.
For the purpose of this Policy, “directors” mean the directors of Woodside Energy Group Ltd, including the Chief Executive Officer (CEO).
There are certain policy provisions that apply to restricted employees. For the purpose of this Policy, “restricted employees” means:
| • | direct reports to the CEO, which includes all executive key management personnel; |
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| • | the Woodside Energy Group Ltd Company Secretary/ies; and |
| • | employees nominated by the Group General Counsel because their duties, project work or work on a transaction is considered to involve access to insider information. |
The Group General Counsel maintains a list of restricted employees.
| 1.3 | What securities are covered by this Policy? |
This Policy applies to the following securities:
| • | Woodside shares; |
| • | any other securities which may be issued by Woodside, such as options; |
| • | derivatives (such as exchange-traded options and warrants) and other financial products issued by third parties in relation to Woodside shares, debentures and options; and |
| • | securities of any other company or entity that may be affected by inside information (such as a Woodside joint venture participant, another party involved in a corporate transaction with Woodside or a Woodside contractor or shareholder). |
This Policy extends to all securities owned or controlled by a person covered by the Policy, whether those securities are held in the name of that person, in a company, through a trust, by a family member, by a friend or in some other entity or arrangement. Persons covered by this Policy must inform their brokers or financial advisers who have discretion to trade on their behalf that they are restricted from trading securities under this Policy. Directors and restricted employees should also note the requirements of Section 6.2 in respect of dealings by family members and other entities.
| 1.4 | Policy Statements |
This Policy:
| • | prohibits insider trading in Woodside securities and securities of any other company (Section 2); |
| • | prohibits dealing when the dealing would not satisfy the Front Page Test (Section 2); |
| • | prohibits short-term or speculative dealing in Woodside securities (Section 3); |
| • | prohibits directors and restricted employees from dealing in Woodside securities within a black-out period or other prohibited periods (Section 4); |
| • | prohibits directors and executives participating in an equity-based executive incentive plan from hedging the value of any unvested or restricted entitlement to Woodside securities or transacting in Woodside based derivative securities (Section 5); |
| • | requires directors and restricted employees to complete Compliance Certificates and, in the case of directors, to obtain approval before dealing in Woodside securities (Section 6); |
| • | excludes certain types of dealings from the operation of this Policy (Section 7); and |
| • | prohibits directors and certain executives pledging Woodside securities (Section 8). |
Woodside will take a substance over form approach and will have regard to the intent and spirit of this Policy when applying and enforcing it.
| 2 | PROHIBITION ON INSIDER TRADING |
| 2.1 | Insider trading prohibition |
Insider trading is a serious offence under the Corporations Act 2001 (Cth) in Australia and the US Securities Exchange Act of 1934.
If you have inside information, you must not:
| • | deal in securities; |
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| • | advise, procure or encourage another person (such as a family member, friend, associate, colleague, broker, financial planner, investment adviser, family company or family trust) to trade in securities; or |
| • | communicate the inside information to anyone else. |
This prohibition is an overriding obligation and applies despite anything else in this Policy (including whether the dealing or communication of inside information occurs outside a black-out period) and regardless of how you learned the inside information. It applies to the securities of other companies in addition to Woodside securities.
Insider trading is a criminal offence in Australia and the US and may attract substantial fines and/or significant periods of imprisonment. Significant civil penalties may also be imposed in Australia and the US. The offender may also be ordered to pay compensation to anyone who suffered loss as a result of the insider trading.
Definitions of “dealing in securities” and “inside information” are set out in Sections 2.3 and 2.4 below. Communicating inside information includes passing it on to another person, such as a family member, friend, associate, colleague, broker, financial planner, investment adviser, family company or family trust.
| 2.2 | The Front Page Test |
It is important that public confidence in Woodside is maintained. It would be damaging to Woodside’s reputation if the market or the general public perceived that people covered by this Policy might be taking advantage of their position in Woodside to make financial gains.
Similarly, if securities transactions become the subject of scrutiny, they will be viewed by regulators after-the-fact and with the benefit of hindsight. Therefore, before engaging in any securities dealing, you should consider carefully how regulators might view your dealing in hindsight and with all of the facts disclosed.
As a guiding principle, before engaging in any dealing, you should ask yourself:
If the market was aware of all the current circumstances, could I be perceived to be taking advantage of my position in an inappropriate way? How would it look if the transaction was reported on the front page of the newspaper (Front Page Test)?
You must not deal in Woodside securities if the transaction would not satisfy the Front Page Test. If you are unsure, you should consult with your direct manager or the Group General Counsel.
If any clearance, approval or acknowledgment is required for a dealing under this Policy, the clearance, approval or acknowledgement will not be granted if the dealing would not satisfy the Front Page Test.
| 2.3 | What is dealing? |
For the purposes of this Policy, dealing in securities is broadly defined and includes any transaction or change affecting title to, or interest in, securities, such as:
| • | trading in securities (i.e. subscribing for, buying, selling or entering into an agreement to do any of those things); |
| • | electing to receive securities, or varying an existing election (including an election to participate in a dividend reinvestment plan or equity incentive plan and any variations to that participation); |
| • | granting, accepting, acquiring, disposing, exercising or discharging any option; |
| • | using as security or otherwise granting a charge or encumbrance over securities; |
| • | any transaction, or the exercise of any power or discretion, effecting a change of ownership of a beneficial interest; and |
| • | any other right or obligation, present or future, conditional or unconditional, to acquire or dispose of securities. |
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The purpose or motive for the dealing is not relevant.
| 2.4 | What is inside information? |
Inside information is information that:
| • | is not generally available to people who commonly invest in securities (i.e. it has not been made public); and |
| • | if it were generally available, a reasonable person would expect it to have a material effect (upward or downward) on the price or value of a security. |
It is irrelevant how you learn the inside information (i.e. whether information is obtained in the course of carrying out your responsibilities, in passing in the corridor, in the lift or at a social occasion).
The financial impact of the information is important, but strategic and other implications can be equally important in determining what amounts to inside information. The definition of “inside information” is broad enough to include rumours, matters of supposition, intentions of a person (including Woodside) and information which is not definite enough to warrant public disclosure.
| 2.5 | What are some examples of inside information? |
The following list is illustrative only. Inside information about Woodside could include:
| • | information relating to Woodside’s production, reserves and/or financial results; |
| • | a possible material sale or acquisition of assets by Woodside; |
| • | entry into or termination of a material contract; |
| • | a possible change in Woodside’s capital structure (for example, a share issue, capital reduction or a buy-back of shares); |
| • | entry into a major borrowing; |
| • | an event which could have a material impact (either positively or negatively) on profits (for example, an operational incident or successful drilling exploration results); |
| • | any possible claim against Woodside or other unexpected liability; and |
| • | any information required to be disclosed to the stock exchanges under the continuous disclosure rules. |
| 2.6 | Securities of other companies |
You may obtain inside information in relation to another company in the course of your duties as an employee, director, adviser, consultant, contractor or secondee of Woodside or a Woodside group company. For example:
| • | in the course of negotiating a transaction with Woodside, another company might provide confidential information about itself or a third party; or |
| • | information concerning a proposed transaction or other action by Woodside might have a material effect on a third party. |
The prohibition on insider trading is not restricted to information affecting Woodside securities. Accordingly, if you possess inside information in relation to securities of another company or entity, you must not deal in those securities no matter how you came into possession of the inside information.
| 2.7 | What about participation in employee share plans? |
This Policy does not restrict participation in Woodside employee share and equity incentive plans but does apply in respect of any subsequent dealing in Woodside securities to which you become entitled under those plans.
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There are additional requirements that apply to restricted employees in respect of the operation of Woodside employee share and equity incentive plans during a black-out period (Section 4.4).
| 2.8 | Do I have any other obligations to Woodside with respect to information? |
In addition to the insider trading and other restrictions in this Policy, you owe a duty of confidentiality to Woodside and the Woodside group of companies. You must not:
| • | reveal any confidential information concerning Woodside or any Woodside group company; |
| • | use that information in any way which may injure or cause loss to Woodside or any Woodside group company; or |
| • | use that information to gain an advantage for yourself. |
A breach of these duties may result in:
| • | liability for a civil penalty; |
| • | criminal liability if recklessness or dishonesty is involved; and/or |
| • | liability to compensate Woodside for any damage it suffers as a result of the disclosure. |
| 3 | PROHIBITION AGAINST SHORT TERM OR SPECULATIVE DEALING |
| 3.1 | Short term or speculative dealing |
Speculating in short-term fluctuations in Woodside’s securities does not promote shareholder or market confidence.
It is Woodside’s policy that you must not engage, directly or indirectly, in short-term or speculative dealing (including short-selling) in Woodside securities. Short-selling involves borrowing and selling securities in the hope that they can be bought back at a lower price in the future to close out the short position at a profit.
If you acquire Woodside securities, you must not dispose of those securities or enter into arrangements (such as margin loans) which could result in those securities being disposed of within three months of acquisition.
Sale of securities acquired under Woodside’s employee share and equity incentive plans is not considered to be a short term or speculative dealing.
| 4 | PROHIBITION AGAINST DEALING DURING BLACK-OUT PERIODS |
| 4.1 | Dealing during black-out periods |
There are certain periods during the year, during which directors and restricted employees should not deal in Woodside securities given the heightened risk of actual or perceived insider trading. These periods are called “black-out periods”.
Directors and restricted employees are prohibited from dealing in Woodside securities during a black-out period (as defined in Section 4.2 below).
The black-out period trading prohibition applies in addition to other obligations of directors and restricted employees prescribed by this Policy (for example, the dealing restrictions in Section 6.2 which apply to directors and restricted employees).
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| 4.2 | When are the black-out periods? |
Black-out periods occur each year during:
| • | the period between the end of Woodside’s financial year (31 December) and the day following the announcement or public disclosure of Woodside’s full year results; and |
| • | the period between the end of Woodside’s half year (30 June) and the day following announcement or public disclosure of Woodside’s half year results. |
The CEO may declare other black-out periods from time to time.
| 4.3 | Exceptional circumstances |
Subject to satisfying applicable legal and regulatory requirements, a director or restricted employee who is not in possession of inside information may be given clearance to dispose of (but not acquire) Woodside securities where they would otherwise be restricted by this Policy if:
| • | they are in severe financial difficulty; |
| • | the disposal is required under a court order; or |
| • | there are other exceptional circumstances as determined by the Board. |
A person may be in severe financial difficulty if they have a pressing financial commitment that cannot be satisfied other than by selling Woodside securities. Severe financial difficulty would not normally include a liability to pay tax unless the person has no other means of satisfying the liability.
An application for clearance should be made in writing to the Group Company Secretary, who will consult with management as appropriate and seek approval from:
| • | the Chair of the Board in the case of directors, or |
| • | from the CEO in the case of the Chair, or |
| • | from the Group General Counsel in the case of restricted employees. |
The person providing clearance must not be dealing or intending to deal in securities at the same time. If so, they must delegate to another member of the Board or Disclosure Committee, as the case may be.
If written clearance is provided, it will specify the period for which it is valid. Unless otherwise specified in the clearance, any dealing permitted under this Section 4.3 must comply with the other sections of this Policy (to the extent applicable).
Clearance provided under this Section 4.3 is not an endorsement of the dealing. Directors and restricted employees are responsible for their own compliance with insider trading laws.
| 4.4 | Participation in employee share plans |
In general, black-out periods do not restrict participation in Woodside employee share and equity incentive plans, but do apply in respect of any dealing in Woodside securities to which you become entitled under those plans.
Directors must not engage in any active dealing (including elections and the exercise of rights or discretion under an employee share plan) during a black-out period.
Any elections required to be made, or rights to be exercised at the discretion of a restricted employee, under the terms of a Woodside employee share or equity incentive plan may not be made or exercised during a black-out period without the prior approval of the Group General Counsel and are subject to satisfying applicable legal and regulatory requirements.
The requirement to seek prior approval or acknowledgement under Section 6.2 does not apply to any actions required to accept an invitation to participate in a Woodside employee share or equity incentive plan during a designated offer acceptance window.
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| 5 | PROHIBITION AGAINST HEDGING UNVESTED ENTITLEMENTS |
| 5.1 | Hedging unvested entitlements and other transactions involving Woodside derivative securities |
Entitlements under Woodside’s equity-based incentive plans are subject to the satisfaction of various time and/or performance hurdles to ensure alignment of employee rewards with Woodside’s objectives and performance. Transactions which “hedge” the value of entitlements could distort the proper functioning of these hurdles and reduce the intended alignment with shareholder interests.
Directors, executive key management personnel and other executives participating in an equity-based executive incentive plan, are prohibited from entering into any transaction which would have the effect of hedging, or otherwise transferring to any other person the risk of any fluctuation in the value of, any unvested entitlement in Woodside securities or vested Woodside securities that remain subject to a holding lock or similar restriction under a Woodside equity incentive plan.
Transactions involving derivative securities, whether entered into for hedging purposes or not, may also create the appearance of impropriety in the event of any unusual activity in the underlying equity security. Transactions involving Woodside-based derivative securities by directors, executive key management personnel and other executives participating in an equity-based executive incentive plan, are also prohibited.
“Derivative securities” are options, warrants, stock appreciation rights, convertible notes or similar rights whose value is derived from the value of an equity security. Transactions in derivative securities include, but are not limited to:
| • | trading in Woodside-based option contracts; |
| • | transactions in straddles or collars; and/or |
| • | writing puts or calls. |
Debt transactions that may be converted into Woodside shares are also prohibited by this Policy. However, this prohibition does not restrict holding, exercising or settling awards such as options, restricted stock, restricted stock units or other derivative securities granted under Woodside employee share and equity incentive plans as described in more detail under Section 4.4.
| 6 | PERMITTED DEALINGS |
| 6.1 | Dealing by employees |
Subject to the rules of any applicable Woodside equity-based plan, if you are not a director or restricted employee (refer to Section 1.2):
| • | you can deal in Woodside securities at any time provided you do not have inside information, the proposed dealing would pass the Front Page Test and you are not involved in short term or speculative dealing; |
| • | you should review this Policy prior to dealing; and |
| • | you are not required to notify Woodside if you intend to deal in Woodside securities or after you have dealt in such securities. |
| 6.2 | Dealing by directors and restricted employees |
If you are a director or restricted employee of Woodside, and you are not otherwise prohibited by this Policy or your minimum shareholding requirements from dealing in Woodside securities, you must comply with the following before dealing in Woodside securities:
| • | in the case of directors: |
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| • | you must submit a written or emailed request for approval of the proposed dealing to the Group Company Secretary together with a completed Compliance Certificate. The Group Company Secretary will consult with the Disclosure Committee or the Chair of the Disclosure Committee as appropriate and seek approval from the Chair of the Board (or in the case of the Chair, from the CEO) and from the Chair of the Audit & Risk Committee. The persons providing the sign-off and approval must not be dealing or intending to deal in securities at the same time. If so, they must delegate to another member of the Disclosure Committee or Board, as the case may be. A response would normally be expected within 24 hours; |
| • | you must not engage in the proposed dealing until written or emailed approval has been given. Any such approval will be valid for 7 days from the date it is given, meaning the relevant dealing can only occur during that period (subject to the other requirements of this Policy); |
| • | you must immediately provide to the Group Company Secretary sufficient details of any dealing that is completed, ideally by close of business on the day the trade is entered into, to enable notice of the dealing to be filed within 5 business days in accordance with the ASX Listing Rules; and |
| • | in the case of restricted employees: |
| • | you must submit a completed Compliance Certificate in respect of the dealing to your direct manager and then to the Group General Counsel for acknowledgement; |
| • | the relevant dealing can only occur within the 7 days from the date of acknowledgement of the Compliance Certificate by the Group General Counsel (subject to the other requirements of this Policy continuing to be met, including not being in possession of inside information at the time of dealing); |
| • | you must provide the Group General Counsel with confirmation of any dealing that occurs, ideally by close of business of the day the trade is entered into. |
These requirements also apply to dealings in financial products issued by third parties in relation to Woodside securities which operate to limit the economic risk of a vested holding in Woodside securities.
The form of Compliance Certificate is available on the Woodside intranet or from the Group Company Secretary or Group General Counsel.
Receipt or acknowledgment of the Compliance Certificate by Woodside, or approval of a proposed dealing, is intended as a compliance monitoring function only and is not an endorsement of the proposed dealing. Individuals remain responsible for their own investment decisions and their compliance with the law and this Policy.
| 6.3 | Dealing by people connected with directors and restricted employees |
Directors and restricted employees should follow the requirements outlined in Section 6.2 if they are aware that their spouse, partner, child or other immediate family member, or trust or other entity controlled by the director or restricted employee (or an investment adviser on behalf of the director or restricted employee or any of the above persons or entities), intends to deal in Woodside securities. They should take all reasonable steps to prevent the trade occurring until the Compliance Certificate has been acknowledged and, in the case of directors, approval to deal has been received.
| 6.4 | Clearance and approvals |
If clearance is sought under Section 4.3 or approval or acknowledgement is sought under Sections 6.2 or 8.1, the person seeking clearance, approval or acknowledgement must provide any details about the dealing that Woodside asks for. Further, the person from whom approval or acknowledgement is sought has discretion to:
| • | impose conditions; |
| • | revoke their clearance, approval or acknowledgement; |
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| • | refuse to grant clearance or approval, or state that an acknowledgment will not be given, |
and the person is not obliged to provide reasons. If clearance or approval is refused or acknowledgement is not provided, that fact must be kept confidential.
If you come into possession of inside information after receiving clearance, approval or acknowledgment, you must not deal despite having received the clearance, approval or acknowledgment.
| 6.5 | Dealing under Non-Executive Directors Share Plan |
Non-executive directors who participate in the Non-Executive Directors Share Plan (NEDSP) are not prohibited from dealing in Woodside securities in accordance with the terms of the NEDSP. Under the NEDSP:
| • | The director must be invited by the Board (or by the Chair on behalf of the Board) to participate in the NEDSP. |
| • | To accept the invitation to participate in the NEDSP, the director must submit a completed NEDSP application form to the Group Company Secretary together with a completed Compliance Certificate. Approval must be obtained in accordance with the process set out in Section 6.2. |
| • | Shares will be acquired on behalf of, and allocated to, directors twice a year as soon as reasonably practical after the end of each blackout period following the release of Woodside’s half year and full year results. No approval is required in respect of this dealing as it does not involve any action on the part of the director(s). |
| • | A director may vary or revoke their participation in the NEDSP by submitting an application to the Group Company Secretary, together with a completed Compliance Certificate. Approval must be obtained in accordance with the process set out in Section 6.2. |
| • | A director must seek separate approval under Section 6.2 for any subsequent dealing in Woodside securities to which the director becomes entitled under the NEDSP or otherwise. |
| 7 | EXCLUDED DEALINGS |
| 7.1 | Dealings excluded from the operation of this Policy |
Subject to the insider trading prohibitions outlined above, and other than in relation to dealings by Directors in black-out periods, the following dealings by a director or restricted employee are excluded from the operation of this Policy:
| • | undertakings or elections to take up entitlements under a rights issue or other offer; |
| • | take up of entitlements under a rights issue or other offer; |
| • | allowing entitlements to lapse under a rights issue or other offer; |
| • | sale of entitlements under a rights issue; |
| • | acquisitions under a dividend reinvestment plan where the election to participate in the plan and any variations to that participation were made in accordance with this Policy (including obtaining any required prior clearance or acknowledgement); |
| • | dealing under an offer or invitation made to all or most of the security holders, such as a security purchase plan or equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board; |
| • | undertakings to accept, or the acceptance of, a takeover offer; |
| • | dealing where the beneficial interest in the Woodside securities does not change, including for example, the deposit of shares with the depositary in exchange for American Depositary Shares (ADSs) or the cancellation of ADSs and withdrawal of the underlying shares through the depositary, in each case, where such dealings do not involve buying or selling Woodside securities; |
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| • | disposal of Woodside securities as a result of a secured lender exercising their rights; |
| • | transfer of Woodside securities already held into a superannuation fund or other scheme in which the director or restricted employee is a beneficiary, provided the director or restricted employee (including an associate of the director or restricted employee) has no influence or control over the trustee or entity controlling the superannuation fund or scheme; |
| • | investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Woodside securities) where the assets of the fund or other scheme are invested at the discretion of a third party, provided the director or restricted employee (including an associate of the director or restricted employee) has no influence or control over the third party; |
| • | transfers of Woodside securities where there is no change of beneficial owner. |
| 8 | PLEDGING SECURITIES |
| 8.1 | Pledging Securities |
Employees can risk breaching insider trading laws if they enter borrowing arrangements that may result in the sale of securities at the time they possess inside information. Woodside securities pledged as collateral, including shares held in a margin account, may be sold without your consent by the lender in foreclosure if you default on your loan. A foreclosure sale that occurs while you are aware of inside information may, in some cases, result in unlawful insider trading. Due to this risk, directors or Company Secretaries of Woodside Energy Group Ltd and direct reports to the CEO are prohibited from pledging Woodside securities as collateral.
| 9 | CONSEQUENCES OF BREACH |
| 9.1 | Compliance is mandatory |
Strict compliance with this Policy is mandatory for all Woodside and associated personnel covered by this Policy.
| 9.2 | What if I breach this Policy? |
Contravention of the insider trading prohibitions is a serious matter which may result in criminal or civil liability.
Breaches of this Policy may damage Woodside’s reputation in the investment community and undermine confidence in the market for Woodside securities. Accordingly, breaches will be taken very seriously by Woodside and will be subject to disciplinary action, including possible termination of a person’s employment or appointment.
| 10 | APPLICABILITY |
Responsibility for the application of this Policy rests with all Woodside employees, contractors and joint venturers engaged in activities under Woodside’s operational control. Woodside managers are also responsible for promotion of this Policy in non-operated joint ventures.
This Policy will be reviewed regularly and updated as required.
Revised by the Woodside Energy Group Ltd Board in December 2024.
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Exhibit 12.1
SECTION 302 CERTIFICATION
CEO Certification
I, Marguerite O’Neill, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Woodside Energy Group Ltd; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| /s/ Marguerite O’Neill |
||
| Name: |
Marguerite O’Neill |
|
| Title: |
Chief Executive Officer |
|
| Date: |
25 February 2025 |
|
Exhibit 12.2
SECTION 302 CERTIFICATION
CFO Certification
I, Graham Tiver, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Woodside Energy Group Ltd; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| /s/ Graham Tiver |
||
| Name: |
Graham Tiver |
|
| Title: |
Chief Financial Officer |
|
| Date: |
25 February 2025 |
|
Exhibit 13.1
SECTION 906 CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) in connection with the annual report on Form 20-F of Woodside Energy Group Ltd (the “Company”) for the annual period ended 31 December 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company hereby certifies, to such officer’s knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Marguerite O’Neill |
||
| Name: | Marguerite O’Neill | |
| Title: | Chief Executive Officer | |
| Date: | 25 February 2025 | |
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed “filed” by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
Exhibit 13.2
SECTION 906 CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) in connection with the annual report on Form 20-F of Woodside Energy Group Ltd, (the “Company”) for the annual period ended 31 December 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company hereby certifies, to such officer’s knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Graham Tiver |
||
| Name: | Graham Tiver | |
| Title: | Chief Financial Officer | |
| Date: | 25 February 2025 | |
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed “filed” by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-267432, 333-270076, 333-274296 and 333-277568) and Form F-3 (No 333-277499) of Woodside Energy Group Ltd of our report dated February 25, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers
Perth, Australia
February 25, 2025
Exhibit 15.2
2024 Annual Report
Australia’s leading energy company
ANNUAL REPORT 2024 This Annual Report 2024 is a summary of Woodside’s operations and activities for the 12-month period ended 31 December 2024 and financial position as of 31 December 2024. Woodside Energy Group Ltd (ABN 55 004 898 962) is the ultimate holding company of the Woodside group of companies. In this report, unless otherwise stated, references to “Woodside”, the “Group”, the “company”, “we”, “us” and “our” refer to Woodside Energy Group Ltd and/or its controlled entities as a whole. The text does not distinguish between the activities of the ultimate holding company and those of its controlled entities. This report contains references to woodside.com. These references are for the readers’ convenience only and are not incorporated by reference into this report. Similarly, the content of any other websites referred to in this report does not form part of it. Please refer to section 6.7—Glossary, units of measure and conversion factors for definitions of terms used in this report.On the cover In late 2024, the Pluto Train 2 module program was successfully completed, following the arrival of 51 modules, weighing a combined 56,000 metric tonnes. IMPORTANT CAUTIONARY INFORMATION This report contains forward-looking statements, greenhouse gas emissions data, industry, market and competitive position data and Woodside’s Financial Statements. Please refer to section 6.8 -Information about this report for important cautionary information relating to these matters. NON-IFRS MEASURES Certain parts of this report contain financial measures that have not been prepared in accordance with International Financial Reporting Standards (IFRS) and are also “non-GAAP financial measures” (as defined in Item 10(e) of Regulation S-K under the US Securities Act of 1933, as amended). Further details are available in section 6.6—Alternative performance measures for further details and a reconciliation of these measures to the most directly comparable IFRS measure presented in Woodside’s Financial Statements. These non-IFRS financial measures are defined in section 6.7—Glossary, units of measure and conversion factors.SUSTAINABILITY Sustainability considerations are factored into Woodside’s business activities and investment decisions. Further information regarding Woodside’s approach to sustainability and sustainability performance is included in section 3.8—Sustainability Report and the sustainability section of our website. ACKNOWLEDGING COUNTRY Woodside recognises Aboriginal and Torres Strait Islander peoples as Australia’s First Peoples. We acknowledge their connection to land, waters and the environment and pay our respects to ancestors and Elders, past and present. We extend this recognition and respect to First Nations peoples and communities around the world. Significant progress on the Pluto Train 2 foundation as the Scarborough Energy Project prepares for first LNG cargo in 2026
Intentionally omitted IVWOODSIDE ENERGY GROUP LTD
Contents 1. Overview 6 1.1 About Woodside 6 1.2 2024 summary 7 1.3 Chair’s report 10 1.4 Chief Executive Officer’s report 12 1.5 Global portfolio 14 2. Strategy and Financial Performance 16 2.1 Woodside’s strategy 17 2.2 Capital management 18 2.3 Financial overview 22 2.4 Energy markets 24 2.5 Business model and value chain 25 3. Our Business 27 3.1 Australian operations 27 3.2 International operations 30 3.3 Marketing and trading 32 3.4 Projects 34 3.5 Decommissioning 36 3.6 Developments and exploration 38 3.7 New energy opportunities 41 3.8 Sustainability Report 44 3.9 Risk factors 70 3.10 Reserves and Resources Statement 82 4. Governance 88 4.1 Corporate Governance Statement 88 Corporate governance at Woodside 89 Board of Directors 90 Board Committees 99 Executive Leadership Team 102 Promoting responsible and ethical behaviour 104 Risk management and internal control 106 Inclusion and diversity 108 Other governance disclosures 110 Shareholders 112 4.2 Directors’ report 113 4.3 Remuneration Report 118 5. Financial Statements 145 5.1 Financial Statements 145 6. Additional Information 215 6.1 Supplementary information on oil and gas—unaudited 215 6.2 Three-year financial analysis 221 6.3 Additional disclosures 225 6.4 Shareholder statistics 238 6.5 Asset facts 246 6.6 Alternative performance measures 250 6.7 Glossary, units of measure and conversion factors 254 6.8 Information about this report 258 6.9 Ten-year comparative data summary 260 2024 ANNUAL REPORTV
1.1 OVERVIEW • ABOUT WOODSIDE About Woodside From our beginnings in Australia 70 years ago, we are now a global energy company providing reliable and affordable energy to help people lead better lives.Our strategy is to thrive through the energy transition by developing a low-cost, lower-carbon, profitable, resilient and diversified portfolio. This strategy is underpinned by three goals: providing energy; creating and returning value to shareholders; and conducting our business sustainably. Driven by a spirit of innovation and determination, we established the liquefied natural gas (LNG) industry in Australia in the 1980s and remain one of the nation’s largest suppliers of LNG to major regional trading partners. We have safely and reliably delivered natural gas to homes and businesses in Australia for decades and continue to provide reliable energy to support Australia’s mining, manufacturing and electricity sectors. We are leveraging this track record of world-class project execution and operational excellence as we build a diverse global portfolio to meet the world’s growing energy needs. We are executing major projects today, while pursuing growth opportunities that will deliver long-term value for our shareholders. We maintain a strong balance sheet and a disciplined investment approach, focused on strategic rationale and financial returns. We are playing our part in the global transition to a lower-carbon future by supplying vital energy for the world’s needs today and investing in new energy for tomorrow. Our core product of LNG is expected to play a sustained role through the energy transition. In particular, LNG can help customers in major economies meet their energy security and decarbonisation goals, including by displacing coal and backing up and supplementing energy from renewable sources. We are also investing in new products and services, such as lower-carbon ammonia and carbon capture and storage (CCS), that can help customers reduce or avoid their emissions. We are on track to meeting our 2025 and 2030 net equity Scope 1 and 2 greenhouse gas (GHG) emissions targets, towards our aspiration of net zero by 2050 or sooner.1 Our values guide all that we do and underpin our continued focus on safety, environmental and social performance. We are proud of our meaningful relationships with communities and the significant contributions we make, our management of biodiversity and the natural environment where we operate and believe our skilled workforce provides the foundation to deliver these outcomes.1. Targets and aspiration are for net equity Scope 1 and 2 GHG emissions relative to a starting base of 6.32 Mt CO -e which is representative of the gross annual average equity Scope 1 and 2 GHG emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned 2 assets with a final investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. Production increased from Pluto LNG in Western Australia6WOODSIDE ENERGY GROUP LTD
1.2 OVERVIEW • 2024 SUMMARY 2024 summary NET PROFIT UNDERLYING NET FREE AFTER TAX PROFIT AFTER TAX1 CASH FLOW1 $3.6 $2.9 $0.1 BILLION BILLION BILLION PRODUCTION DIVIDENDS NET EQUITY SCOPE VOLUME DETERMINED 1 AND 2 GHG EMISSIONS2 194 $2.3 14% MMBOE BILLION BELOW STARTING BASE DELIVERING OUR COMMITMENTS 1. 2. 3. 4. Outstanding Exceptional startup Realised near-term On track to deliver performance of and performance value and positioned our net equity world-class assets at Sangomar, for long-term Scope 1 and 2 GHG delivering safe, achieving nameplate profitability through emissions reduction reliable operations capacity in July acquisition and targets 2024 divestment activity 1. This is an alternative performance measure (APM) which is a non-IFRS measure that is unaudited. Woodside believes this non-IFRS measure provides useful performance information, however it should not be considered as an indication of, or as a substitute for, statutory measures as an indicator of actual operating performance (such as net profit after tax or net cash from operating activities) or any other measure of financial performance or position presented in accordance with IFRS. For more information on non-IFRS measures, including reconciliations to Woodside’s Financial Statements, refer to section 6.6 – Alternative performance measures. 2. Targets and aspiration are for net equity Scope 1 and 2 GHG emissions relative to a starting base of 6.32 Mt CO -e which is representative of the gross annual average equity Scope 1 and 2 GHG emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned 2 assets with a final investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. 2024 ANNUAL REPORT7
CREATING VALUE Production Operating revenue We delivered a reported NPAT of $3,573 million, reflecting our strong 193.9 187.2 16,817 operational performance amid a lower pricing environment. 157.7 13,994 13,179 Our full-year fully franked total dividend was 122 US cps which represents 100.3 million approximately 80% of underlying NPAT, MMboe 91.1$ the top end of our targeted dividend 6,962 payout range. 3,600 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 FINANCIAL STRENGTH Gearing1 Liquidity1 Our gearing of 17.9% is within our target gearing range of 10-20%. Net debt increased in line with planned major capital expenditure and strategic acquisitions. We maintained our investment grade credit rating and ended the period with liquidity of $6.7 billion. 10,239 24.4 7,790 21.9 6,704 6,723 % 17.9 million 6,125 $12.1 1.6 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024OUTSTANDING OPERATIONS LNG reliability Process safety events We maintained world-class reliability of 97.8% at our operated LNG assets. 97.6 97.7 98.5 98.0 97.8 Tier 1 Tier 2 Our production cost decreased in 2024 as there was reduced turnaround activity. Events We achieved a 14% reduction in our net Safety 2 equity Scope 1 & 2 emissions reductions. % Process 2 and1 1 Tier 2 2 2 1 1 0 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 1. This is an alternative performance measure (APM) which is a non-IFRS measure that is unaudited. Woodside believes this non-IFRS measure provides useful performance information, however it should not be considered as an indication of, or as a substitute for, statutory measures as an indicator of actual operating performance (such as net profit after tax or net cash from operating activities) or any other measure of financial performance or position presented in accordance with IFRS. For more information on non-IFRS measures, including reconciliations to Woodside’s Financial Statements, refer to section 6.6—Alternative performance measures. 2. Targets and aspiration are for net equity Scope 1 and 2 GHG emissions relative to a starting base of 6.32 Mt CO -e which is representative of the gross annual average equity Scope 1 and 2 GHG emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned 2 assets with a final investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. 8WOODSIDE ENERGY GROUP LTD
Earning before income tax, deprecation Dividends determined and amortisation (EBITDA) excluding impairment1 11,234 253 625 9,363 9,276 4,179 million million 140 $ $ 135 2,658 122 Dividends per share 4,135 2,316 (US cps) 1,922 1,307 38 363 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024BHP merger completion payment Net debt1 Credit ratings 7,697 BBB+ 4,749 S&P GLOBAL million 3,888 3,772 $583 BAA1 2020 2021 2022 2023 2024 MOODY’S Production cost Net equity Scope 1 and 2 emissions2 5.60 5.53 8.3 8.1 Unit production 5.44 5.37 8.1 cost ($/boe) 1,562 1,579 4.43 5.3 1,281 4.8—e CO2 million $ Mt 478 481 2020 2021 2022 2023 2024 2022 2023 2024 2025 2030target target Allowance for BHP asset emissions (pre-merger) All footnotes related to this page are displayed on the previous page. Shareholder outcomes FULL YEAR DIVIDEND 122 US CPS EARNINGS PER SHARE 188.5 US CPS RETURN ON EQUITY1 10.1% RETURN ON AVERAGE CAPITAL EMPLOYED1 8.7% 2024 ANNUAL REPORT9
1.3 OVERVIEW • CHAIR’S REPORT Chair’s report Supplying the world with reliable, affordable and lower-carbon energy is one of the great global challenges of our time.Woodside is accepting this challenge in a way that keeps our people safe, delivers value to our stakeholders and positions our business to thrive through the energy transition. Creating and returning value Our shareholders continue to benefit from the Board’s track record of disciplined investment decisions and strategic oversight of Woodside’s outstanding project delivery and operational performance. In 2024 we delivered an annual net profit after tax (NPAT) of$3.6 billion and underlying NPAT of $2.9 billion. Based on this, the Board has determined a fully franked final dividend of 53 US cents per share, resulting in a total full-year dividend of 122 US cents per share. Woodside’s success also positively impacts a broad range of stakeholders who benefit from the substantial economic and social contributions flowing from our activities. In 2024, we spent $7.9 billion globally on goods and services, including almost$5.1 billion with Australian suppliers. This provides opportunities for local businesses and generates thousands of jobs in local communities. Our strong financial performance also delivers billions of dollars in revenue to governments that underpin investments in community services and infrastructure. Since 2011, Woodside has paid more than A$22 billion in Australian taxes, royalties and levies, and on the latest Australian Government figures we are the country’s fifth-largest taxpayer. In addition, we continue to make significant voluntary social investments into local communities, highlighted by our recent A$50 million commitment to education and cultural infrastructure in Western Australia. Delivering disciplined growth The Board takes a long-term perspective to ensure Woodside can reward our shareholders today while investing in targeted, strategic opportunities to deliver growth and value creation. The decisions that translated into outstanding production performance at our Sangomar Project, and world-class execution of our Scarborough and Trion projects, are set to reward our shareholders for years to come. We are confident of similar value creation from our two major project acquisitions in 2024 – Louisiana LNG and the Beaumont New Ammonia Project.10WOODSIDE ENERGY GROUP LTD Richard Goyder, AO Chair of the Board Louisiana LNG leverages Woodside’s proven strengths in project execution, operational excellence, marketing and customer relationships to offer significant cash generation and drive long-term shareholder value. By adding a high-quality, fully permitted US LNG development option to Woodside’s portfolio, we are further strengthening our ability to serve global customers and expanding Woodside’s position as a leading independent LNG company.Beaumont New Ammonia is a competitively advantaged, de-risked investment offering strong commercial and strategic rationale. This acquisition forms the centrepiece of our new energy business, offering attractive returns that exceed our capital allocation framework and a significant contribution towards our Scope 3 investment and abatement targets.Providing energy security Through operational excellence and a growing global portfolio, Woodside provides reliable and affordable energy that underpins quality of life and supports economic prosperity. The role that gas plays in energy security and economic development for Australia and the region should not be understated – as a source of electricity and also as a feedstock for industry and essential ingredient in products we rely on in our daily lives. Gas accounted for 60% of Western Australia’s electricity generation in 2023, and provides almost 40% of the energy used by Australia’s manufacturing sector. About 50% of the gas supplied by Woodside to WA customers is used by the state’s mining industry that generates so much of Australia’s wealth. This critical role of gas will continue as Australia builds out its renewable energy network, with the Australian Energy Market Operator forecasting an additional 13 gigawatts of new gas fired electricity will be required over the next 25 years. Globally, LNG is set to play an equally important role in underpinning energy security as populations grow, living standards improve and decarbonisation goals are pursued. While alternative energy sources such as hydrogen are technically feasible, their outlook remains uncertain. In contrast, respected market forecasts show global LNG demand continuing to increase out to 2050, as developing economies seek to reduce their reliance on coal. This presents a tremendous opportunity for secure, reliable LNG suppliers such as Woodside to support regional energy security.
Woodside Chair Richard Goyder travelled to Senegal in October 2024 to meet with his Excellency, President Bassirou Diomaye Faye, and discuss our partnership in developing the Sangaomar field, which quickly achieved nameplate production capacity of 100,000 barrels of oil per day For example, switching 20 per cent of Asia’s coal-fired power stations to gas would require 310 billion cubic metres of gas per year—roughly three times the volume of Australia’s annual LNG exports. According to S&P Global Commodity Insights analysis, this fuel source switch would also reduce carbon emissions by an estimated 680 million tonnes a year. Supporting a stable energy transition For these reasons, we are confident in an ongoing role for Woodside’s products through the energy transition. We believe the diverse global portfolio we are building today will stand the test of time and deliver enduring shareholder value.While the precise nature of the energy transition is uncertain, we do know that demand for reliable, affordable, and increasingly lower-carbon energy will continue as populations increase and economies develop. Importantly, Woodside does not seek simple solutions to the complex challenge of climate change. We continue to develop a considered, pragmatic and action-oriented approach to successfully navigate the energy transition. We only commit to targets where we have identified a viable pathway to achieving them.Our core product of LNG is well suited for the world’s current and future energy needs because it is flexible, reliable and lower-carbon than coal when used for power generation. At the same time, we are developing new products and services our customers will need to decarbonise, such as lower-carbon ammonia and carbon capture and storage.The Board recognises the complexity of the energy transition, its potential impacts on our business and the diverse views of our investors. We take very seriously the concerns expressed through our shareholder vote on Woodside’s Climate Transition Action Plan. While confident in our strategy and proud of our progress, we will continue to engage deeply and frequently with all investors to ensure your feedback informs our approach. Providing strong leadership During 2024 Woodside continued to refresh its Board membership to ensure the company’s strategic leadership and governance capabilities keep pace with our growing global footprint and broader range of business activities. We were pleased to welcome Ashok Belani and Tony O’Neill as Non-Executive Directors, bringing new experience and expertise in areas including decarbonisation and sustainability. The Board will continue our focus on succession planning. We will maintain the right balance of skills and experience to provide the corporate governance and strategic oversight that our shareholders rightly expect. In this regard, I would like to thank former Directors Frank Cooper and the late Gene Tilbrook for their outstanding and dedicated service to Woodside. You have my assurance that I will continue, and wherever possible expand, my engagement with shareholders, to ensure we continue to meet your expectations as a successful and responsible energy company. I would like to thank the entire Woodside leadership team for another outstanding year. Reflecting on our proud history and achievements during our 70-year milestone, the Board has never been more confident in Woodside’s ability to deliver reliable, affordable and lower-carbon energy to a world that needs it today and into the future.Richard Goyder, AO Chair of the Board 25 February 2025 2024 ANNUAL REPORT11
1.4 OVERVIEW • CHIEF EXECUTIVE OFFICER’S REPORT Chief Executive Officer’s report Seventy years after our founding, Woodside’s determination to provide energy the world needs while delivering value for our shareholders is stronger than ever. Our outstanding performance in 2024 was underpinned by operational excellence, financial discipline, world-class project delivery and strategic partnerships. We also took transformative decisions during the year that set the foundations for Woodside’s next chapter of growth and value, supporting our strategy to thrive through the energy transition. Safety remains our priority The death in October 2024 of an OCI contractor employee at our Beaumont New Ammonia Project is a painful reminder of the need for constant vigilance and continuous improvement in our safety performance. We are taking action to strengthen our safety culture, simplify our processes and improve our systems. While these initiatives are aimed at sustainable improvement in our safety performance, we are already seeing some positive results. With more than 23 million exposure hours worked across our global activities in 2024, we did not record any Tier 1 safety events or permanent injuries. The outstanding safety record achieved at our Sangomar Project and during delivery of the Pluto Train 2 modules also shows what we are capable of and sets the required standard for Woodside going forward. Outstanding operations performance World-class operating performance across our global assets delivered record full-year production of 194 million barrels of oil equivalent in 2024, at the top end of our guidance range. We matched increased production with greater efficiency, generating strong operating revenue and cash flow. We reduced our overall unit production cost to $8.1 per barrel of oil equivalent, an outstanding result in an inflationary environment. A highlight of 2024 was the production ramp-up at Sangomar, which achieved nameplate capacity of 100,000 barrels within weeks of start-up. Reliability reached 94% during the fourth quarter of 2024, with cargoes delivered to buyers in Europe, Asia and the US. Our operated Australian LNG projects continued their world-class performance with reliability maintained at 98%, among the highest reported globally across the sector.Meg O’Neill Chief Executive Officer and Managing Director Delivering for customers This track record of operational excellence ensures Woodside remains a supplier of choice for major energy customers in the region. During 2024 Woodside signed three agreements for the long-term sale of LNG to customers in Japan, Korea and Taiwan. These agreements demonstrate the value that regional energy customers place on security and certainty of supply, and the ongoing role of LNG in balancing our customers’ energy security and decarbonisation needs.In Australia, we remain a key supplier of reliable and affordable energy to homes and businesses. During the year we made extra supplies of domestic gas available, supporting energy security and meeting ongoing customer demand. This included executed sales of 77 Petajoules (Pj) for delivery across 2025 and 2026 in east coast Australia for local manufacturing, agribusiness and energy retailers. In Western Australia, we executed domestic gas sales of 73 Pj for delivery across 2025 and 2026 to mining, industrial and retail energy customers. With ongoing robust LNG demand forecast for the Asia Pacific region, and near-term structural shortfalls in gas supply forecast for both the east coast and Western Australian markets, Woodside will continue to be a reliable supplier of energy to support local and regional energy security. Project execution for long-term value During 2024 we made significant progress on major projects to deliver Woodside’s next wave of growth and shareholder value. The Scarborough Energy Project in Western Australia was 78% complete at year-end and remains on track for first LNG cargo in 2026. Major milestones achieved during the year included delivery and installation of all 51 Pluto Train 2 modules, and installation of the 433 km offshore trunkline. We also welcomed LNG Japan and JERA as participants in the Scarborough Joint Venture, demonstrating our ability to attract quality, strategic partners to our world-class projects. At our Trion Project offshore Mexico, we transitioned into the construction phase with work commencing on the offshore floating production unit. Trion was 20% compete at year-end, and is on track for first oil in 2028. 12WOODSIDE ENERGY GROUP LTD
Woodside CEO and Managing Director Meg O’Neill said 2024 was a year of significant progress at the Pluto Train 2 site, with all 51 modules arriving safely and being set by year end We are leveraging these proven project execution and partnering capabilities to generate long-term value from our Louisiana LNG Project acquired in 2024. Louisiana LNG is a game-changing acquisition for Woodside, positioning us as a global LNG powerhouse with greater capacity to meet customer demand across both the Pacific and Atlantic basins. We are working towards readiness for a final investment decision on the 16.5 million tonne per annum foundation development from the first quarter of 2025, and focused on bringing quality strategic partners into this value-creating opportunity. During 2024 we also acquired the Beaumont New Ammonia Project, providing early mover advantage in the growing global market for lower-carbon ammonia. We are targeting first ammonia production in the second half of 2025 and lower-carbon ammonia production in the second half of 2026. We anticipate cost-efficient production from the project, enabling healthy margins and attractive returns once we hit steady state production in 2027. We also streamlined our Australian LNG portfolio with a focus on high-value operating assets, including an agreement to increase our equity interest in the North West Shelf Project to generate near-term cash flow while unlocking future development opportunities. Focus on sustainability Conducting our business sustainably underpins our strategy to thrive through the energy transition. Managing carbon emissions is a fundamental part of operating our assets, with 30 projects approved or implemented during the year to reduce or avoid Scope 1 and 2 emissions. We are firmly on track to meet our net equity Scope 1 and 2 emissions reduction targets, which were 14% below the starting base at year end. We also took a step-change towards achieving our Scope 3 investment and abatement targets through our acquisition of Beaumont New Ammonia. Strong and trusted relationships in the communities where we live and work, including careful management of cultural heritage and environmental impacts, are fundamental to our business. Our 2024 performance demonstrated again that when Woodside performs well, local economies and communities benefit. We paid A$4.1 billion in taxes, royalties and levies payments to Australian governments and were pleased to inject more than $7.9 billion into local economies during 2024, generating thousands of local jobs and supplier opportunities. Our total social contribution spend of A$35.4 million included community investments across our expanding global footprint, ranging from education programs in Trinidad & Tobago and Mexico to sustainable waste management in Senegal. We also revised our leadership structure during 2024 to build greater alignment with Woodside’s strategic priorities and support our evolution into a global business. With our leaders setting the example, we are building a culture at Woodside that values inclusion, flexibility and enabling everyone to perform to their best. As we position Woodside for future success, I could not be prouder of the Woodside team’s performance and the role we play in delivering reliable, affordable and lower-carbon energy to help people lead better lives.Meg O’Neill Chief Executive Officer and Managing Director 25 February 2025 2024 ANNUAL REPORT13
1.5 OVERVIEW • GLOBAL PORTFOLIO Global portfolio Ammonia Beaumont Project New Louisiana LNG¹ Houston Shenzi Atlantis* Mad Dog* Trion Beaumont Ammonia Project New Canada H2OK Louisiana LNG¹ › Liard* Houston US Mexico › Shenzi › Trion › Atlantis* › Mad Dog* Key Primary product Phase Gas Producing assets Oil Projects New energy opportunity Developments1 or lower-carbon service1 Operating hub 14WOODSIDE ENERGY GROUP LTDCaribbean › Angostura › Ruby › Calypso Senegal › Sangomar * Non-operated. 1. Subject to FID and/or regulatory approvals. 2. Denotes marketing offices. 3. Denotes representative and/or liaison offices. 4. Woodside Energy will join the NeoSmelt consortium as an equal equity participant and energy supplier (energy supply may include hydrogen, natural gas and electricity), subject to finalising commercial arrangements.
Timor Sea North West Shelf Project Angel CCS¹ Browse Pluto Wheatstone*/ Okha FPSO Julimar-Brunello Scarborough Karratha Assessment Greenhouse Permit Gas › Pluto LNG › Karratha Gas Plant G-18-AP › Woodside Solar project¹ Ngujima-Yin Onslow FPSO › Macedon Gas Plant › Wheatstone* Pyrenees FPSO Macedon Australia Western Perth H2Perth¹ Woodside headquarters Beijing³ Seoul³ Tokyo³ Singapore² Timor-Leste/ Bonaparte CCS Australia › Greater Sunrise Western Australia East coast Australia Perth › Pluto NeoSmelt_ H2Perth¹ › Bass Strait* › North West Shelf Melbourne² South East Australia CCS › Wheatstone*/Julimar-Brunello › Okha FPSO › Ngujima-Yin FPSO › Pyrenees FPSO › Macedon › Scarborough All footnotes are displayed on the prior page. › Browse 2024 ANNUAL REPORT15
STRATEGY AND FINANCIAL PERFORMANCE Woodside continues to deliver value for our stakeholders. 16
2.1 STRATEGY AND FINANCIAL PERFORMANCE • WOODSIDE’S STRATEGY Woodside’s strategy Woodside’s strategy is to thrive through the energy transition by developing a low-cost, lower-carbon, profitable, resilient and diversified portfolio. The world’s response to climate change is integrated into our strategy, and we assess investment decisions against a wide range of factors including climate-related scenarios. This strategy is underpinned by three goals: providing energy; creating and returning value to shareholders; and conducting our business sustainably. We seek to provide the energy that meets current and future demand. We play to our strengths, providing oil and gas to our customers while advancing new energy products and lower-carbon services.We strive to create and return value to our shareholders.Our capital management framework aims to optimise value, invest in quality opportunities and deliver strong shareholder returns. And, we aim to conduct our business sustainably by managing our impact on people, communities and the environments in which we operate. This includes a strong focus on the safety of our people and managing our net equity Scope 1 and 2 GHG emissions to meet our targets, which are central to the longevity of our business. All three goals are critical to ensuring that Woodside delivers its strategy and thrives through the energy transition. WOODSIDE’S STRATEGY THREE GOALS DRIVING OUR STRATEGIC DIRECTION PROFITABLE N Provide R B O RE energy SI A LI R C E E NT W L O Create and D return value OPTIMISE I T V S E C O VALUE AND R S SHAREHOLDER F I Conduct our business W E I sustainably O RETURNS L D 2024 ANNUAL REPORT17
2.2 STRATEGY AND FINANCIAL PERFORMANCE • CAPITAL MANAGEMENT Capital management Woodside’s capital management framework provides us with the flexibility to optimise value and shareholder returns delivered from our portfolio of opportunities. CAPITAL MANAGEMENT Our disciplined and responsible approach to investment enables us to manage financial risks and maintain a strong financial position, enabling us to maximise the value we deliver to our shareholders. With a robust capital management framework in place, we are striving to ensure that Woodside remains a resilient and diversified company in the future. Our capital investment requirements are primarily funded by our operating cash flows, which we augment or distribute with a number of capital management levers, including: • Debt management, to enable continued access to premium debt markets at a competitive cost to support our growth activities and managing the debt maturity profile of our debt portfolio. In 2024, Woodside was well supported in issuing $2,000 million of senior unsecured bonds in the US bond market. • Commitment to maintain an investment-grade credit rating. Our targeted gearing ratio is 10-20% through the investment cycle, but gearing may temporarily sit outside of this range to support growth. • Shareholder returns, to reward our shareholders appropriately. Our dividend policy aims to pay a minimum of 50% of net profit after tax (NPAT) excluding non-recurring items (underlying NPAT), with a target payout ratio between 50% and 80%. Our dividend reinvestment plan (DRP) remains suspended. Capital management framework • Hedging, to protect the balance sheet against downturn in the commodity cycle, particularly during periods of increased capital expenditure. • Focused expenditure management, to enable prudent and efficient deployment of capital to support delivery of our operating asset and growth opportunities. • Management of participating interests within our portfolio, to enable us to balance capital investment requirements, project execution risk and long-term value. In 2024 we completed the sales of equity interests in the Scarborough Joint Venture to JERA (15.1%) and LNG Japan (10%), demonstrating our strategic relationships and shared view that LNG will play an ongoing and sustained role in the energy transition. In 2025, we continue to assess opportunities to balance our participating interest in ventures, including Louisiana LNG. Surplus cash allocation will be guided by our capital management framework, continuously balancing investing for growth, managing our balance sheet and strong returns to our shareholders.Special dividends Safe, reliable Strong Dividend policy Investment and low cost balance (minimum 50% Share buy-backs expenditure operations sheet payout ratio) Excess cash Future investment Investment grade Maintain dividend based on NPAT Targeted credit rating excluding non-recurring items, 10-20% gearing targeting 50-80% payout ratio through the cycle 18WOODSIDE ENERGY GROUP LTD
CAPITAL ALLOCATION Woodside’s high-margin portfolio is made up of quality assets that have the scale and resilience to deliver long-term value. Woodside’s disciplined capital allocation approach includes robust assessment of opportunities, portfolio outcomes and shareholder returns, while maintaining focus on safe, reliable and efficient operations. Our portfolio includes LNG, oil, gas, and new energy assets across Australia, the United States, Trinidad and Tobago, Senegal, Mexico, Timor-Leste and Canada. We are weighted towards LNG, which we expect to play a sustained role through the energy transition as our customers seek to reduce their emissions and meet their energy security needs. Our LNG assets are geographically advantaged. Our domestic gas assets deliver steady cash flows, resilience to commodity price fluctuations and provide reliable returns. In our oil assets, we seek high cash generation and shorter payback periods, which boost our funding capabilities in the short term, while remaining resilient in the long-term as the demand for oil slows with economies working towards reducing emissions. In June 2024 Woodside commenced production from the Sangomar Project in Senegal, and in July 2024 achieved nameplate production capacity. We strive to operate our assets safely, reliably and efficiently to deliver the best value to our customers. We have major projects in execution phase that are expected to deliver Woodside’s next wave of growth. The Scarborough Energy Project in Australia is targeting the first LNG cargo in 2026. In Mexico, the Trion Project is targeting first oil in 2028. In addition, we seek to grow our portfolio where we identify opportunities that we believe are consistent with our strategy and will add long-term shareholder value. In 2024, we made two strategic acquisitions. In July 2024, Woodside acquired Tellurian Inc., including its owned and operated US Gulf Coast LNG development opportunity, now known as the Louisiana LNG Project. This is a fully permitted, pre-final investment decision (FID) development opportunity located near Lake Charles, Louisiana. In addition, we acquired the Beaumont New Ammonia Project in Beaumont, Texas. The project is under construction and is targeting production of ammonia from 2025. Our investment decisions for both organic and inorganic opportunities are informed by energy market analysis, including supply, demand and price outlooks. We test the robustness of potential investments against a wide range of scenarios to support our investment decisions, with the goal of remaining profitable and resilient through various commodity cycles and climate outcomes. Our capital allocation framework sets target investment criteria for oil, gas and new energy opportunities. We use this capital allocation framework to create a diversified and flexible portfolio, which we believe allows us to respond to changes in demand and supply of our products.OIL GAS NEW ENERGY OFFSHORE PIPELINE LNG DIVERSIFIED Generate high returns to Leveraging infrastructure to New energy products and lower fund diversified growth, Focus monetise undeveloped gas, carbon services to reduce customers’ focusing on high quality including optionality for hydrogen emissions; hydrogen, ammonia, CCUS resources Stable long-term Long-term cash flow High cash generation cash flow profile Developing market Strong forecast Characteristics Shorter payback period Lower capital requirement Resilient to commodity demand Quick to market pricing Lower risk profile Upside potential Opportunity IRR > 15% IRR > 12% IRR > 10% targets Payback within 5 years1 Payback within 7 years1 Payback within 10 years1 Emissions Net equity Scope 1 and 2 GHG emissions: reduction target 30% reduction by 2030; aspiration for net zero by 2050 or sooner2 1. Payback refers to RFSU + X years. 2. Targets and aspirations are for net equity Scope 1 and 2 GHG emissions relative to a starting base of 6.32 Mt CO -e, which is representative of the gross annual average equity Scope 1 and 2 GHG emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned 2 assets with a final investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. 2024 ANNUAL REPORT19
When assessing opportunities, we consider a broad range of portfolio evaluation and opportunity evaluation factors, along with understanding the risks relevant to the opportunity. These assessments can apply to acquisitions or divestments, and for evaluating the impact of a new project on the portfolio. PORTFOLIO EVALUATION CONSIDERATIONS OPPORTUNITY EVALUATION CONSIDERATIONS EARNINGS FREE CASH FUNDING EMISSIONS STRATEGIC PAYBACKIRR/NPV RISK BREAKEVEN PER SHARE FLOW CAPACITY PROFILE FIT PERIOD GROWTH OPPORTUNITIES ARE SCREENED AGAINST PORTFOLIO METRICS USING PRICE, SCENARIO AND CLIMATE ANALYSIS SUSTAINED NATURAL GAS DEMAND We expect sustained demand for natural gas, especially in Asia and for the decades ahead, supporting our confidence in the value of our current portfolio of producing assets and our sanctioned projects. We also consider these factors carefully in connection with future investment opportunities.1 As an example, China, Japan, South Korea, and all countries within the ASEAN bloc are signatories to the Paris Agreement and have plans to reduce emissions. Collectively, they represent some of the world’s largest economies and more than 25% of the world’s population. The national energy plans of these nations also confirm ongoing demand for natural gas.2,3,4,5 The International Energy Agency’s (IEA’s) 2024 World Energy Outlook (WEO) increased the modelled 2050 demand for LNG in all three of its scenarios including the 1.5°C aligned “Net Zero Emissions” scenario, compared to the 2023 WEO.6 WHY IS NATURAL GAS PART OF THE ENERGY TRANSITION? This sustained demand for natural gas is part of, not instead of, the energy transition, as countries work towards energy security, affordability and emissions reductions goals. Energy transition priorities in Asia include maintaining secure reliable and affordable supplies while also progressively reducing emissions. In 2023, according to the IEA, coal demand in emerging markets and developing economies was the biggest driver in global emissions growth.7 In Asia, coal use continues to grow and is now five times higher than the amount consumed in Europe when coal peaked in the 1980s, and more than six times higher than the total reduction in coal use that Europe has achieved since then (please see the chart on next page). Natural gas demand is sustained by these factors: • Transition priorities: While renewable sources of energy are growing, particularly in countries like China, they have not reached the scale to fully replace coal at current energy demand levels. Total energy demand is also expected to grow as a result of extra power demand expected for electric vehicles and data centres. Sustaining gas supply levels so that available renewables can be directed to higher emissions reductions (like substituting coal first) can support both energy security and faster emissions reduction.8 • Firming renewables: Natural gas can support more renewables to replace coal, by “firming” up their intermittent supply along with batteries. • Fuel switching: Natural gas is an established substitute for coal in power generation where infrastructure exists and can accelerate the impact of coal-to-renewables switching. In 2023, coal-to-gas switching was the largest source of emissions reduction in the US power sector, according to the IEA.7 • Hard-to-abate sectors: Some uses of natural gas are “hard-to-abate”and will be sustained for longer – such as very high temperature industrial heat (in glass, ceramic and steel production) or as chemical feedstock (in fertiliser production).91. Additional information is available on our website under Sustainability – woodside.com 2. Ministry of Economy Trade and Industry of Japan, 2024. “Japan 7th Draft Basic Energy Plan” https://www.enecho.meti.go.jp/committee/council/basic_policy_subcommittee/2024/067/067_005.pdf. 3. People’s Republic of China, 2024. “China Energy Outlook 2060 (2024 version)” by Sinopec. 4. ASEAN, 2024. “ASEAN 8th Energy Outlook” https://aseanenergy.org/publications/the-8th-asean-energy-outlook/ 5. The Republic of Korea, 2024. “Working draft of the Korean 11th Basic Plan for Supply and Demand of Power” https://www.shinkim.com/eng/media/newsletter/2480. 6. International Energy Agency (2024): World Energy Outlook 2024 7. International Energy Agency (2024): CO Emissions in 2023 2 8. BCG (2023): The role of infrastructure in Australia’s energy transition, pp. 13-14 9. International Gas Union, 2023. “Global Gas Report 2023”, pp. 76-77. https://www.igu.org/resources/global-gas-report-2023-edition/ 20WOODSIDE ENERGY GROUP LTD
Global coal consumption 1965—2023 (Exajoules)1 180 160 140 120 100 80 Europe Asia Pacific 60 Other 40 Global LNG Trade 20 0 1965 1968 1971 1974 1977 1980 1983 1986 1989 1992 1995 1998 2001 2004 2007 2010 2013 2016 2019 2022 2023 SUSTAINABILITY Our Sustainability Strategy is central to our Corporate Strategy and places an increased focus on those sustainability topics most relevant to our current business activities. We apply a sustainability mindset to guide decision making at all levels of the business. Our Sustainability Strategy aims to embed environmental, social and governance performance in everything we do. 1. Energy Institute: Statistical Review of World Energy (2024). As described further in section 3.8 – Sustainability Report, in 2024 our sustainability activities and disclosures continued to develop in response to the evolving strategic importance of sustainability topics, emerging mandatory sustainability standards and investor priorities. 2024 ANNUAL REPORT21
2.3 STRATEGY AND FINANCIAL PERFORMANCE • FINANCIAL OVERVIEW Financial overview KEY METRICS The financial summary below includes both IFRS and non-IFRS measures. Woodside uses various alternative performance measures (APM) which are non-IFRS measures to reflect our underlying performance. These measures are identified below and are reconciled to Woodside’s Financial Statements in section 6.6—Alternative performance measures. 2024 2023 2022 Operating revenue $ million 13,179 13,994 16,817 EBITDA excluding impairment1 $ million 9,276 9,363 11,234 Earnings before interest and tax (EBIT)1 $ million 4,514 3,307 9,186 Net profit after tax (NPAT)2,3 $ million 3,573 1,660 6,498 Underlying NPAT1 $ million 2,880 3,320 5,230 Net cash from operating activities $ million 5,847 6,145 8,811 Capital expenditure1,4 $ million 5,306 5,736 4,115 Exploration expenditure1,5 $ million 342 367 418 Free cash flow1,6 $ million 100 560 6,546 Dividends distributed $ million 2,449 4,253 3,088 Final dividend determined US cps 53 60 144 Earnings US cps 188.5 87.5 430.0 Gearing1,7 % 17.9 12.1 1.6 Production volumes8 Gas MMboe 124.1 128.3 113.8 Liquids MMboe 69.8 58.9 43.9 Total MMboe 193.9 187.2 157.7 Sales volumes Gas MMboe 133.9 144.1 125.0 Liquids MMboe 69.6 57.4 43.9 Total MMboe 203.5 201.5 168.9 1. These are an alternative performance measure (APM) which is a non-IFRS measure that is unaudited. Woodside believes this non-IFRS measure provides useful performance information, however it should not be considered as an indication of, or as a substitute for, statutory measures as an indicator of actual operating performance (such as net profit after tax or net cash from operating activities) or any other measure of financial performance or position presented in accordance with IFRS. For more information on non-IFRS measures, including reconciliations to Woodside’s Financial Statements, refer to section 6.6—Alternative performance measures. 2. Net profit after tax attributable to equity holders of the parent. 3. The global operations effective income tax rate (EITR) is ~18.3%. The EITR is calculated as Woodside’s income tax expense or benefit divided by profit or loss before income tax. EITR was ~27.5% for 2023 and ~31% for 2022. 4. Capital additions on property, plant and equipment and evaluation capitalised. Excludes exploration capitalised and the effect of Global Infrastructure Partners’ (GIP) additional contribution to Pluto Train 2. The 2022 capital expenditure has been restated to include other corporate spend. 5. Exploration and evaluation expenditure less amortisation of licence acquisition costs and prior year exploration expense written off. 6. Cash flow from operating activities less cash flow from investing activities. 7. The total interest-bearing liabilities used to calculate gearing in 2023 includes $9 million of capitalised costs to be amortised within the next 12 months. This aligns to Note C.2 of section 5—Financial Statements. 8. Includes production of 192.7 MMboe (2023: 186.1 MMboe) from Woodside reserves and 1.2 MMboe (2023: 1.1 MMboe) primarily from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector. 22WOODSIDE ENERGY GROUP LTD
CAPITAL MANAGEMENT Ammonia. Woodside’s capital expenditure estimates exclude Louisiana LNG project expenditure as this remains subject to FID as well as Final dividend the impact of any subsequent asset selldowns, future acquisitions or A 2024 final dividend of 53 US cents per share (cps) has been other changes in equity. We are targeting first LNG cargo in 2026 for determined, representing a full-year dividend yield of 8.0%.1 The Scarborough and first oil in 2028 for Trion. Total project estimated total amount of the final dividend payment comes to $1,006 million cost for Scarborough is $12.5 billion ($8.2 billion Woodside share) which represents approximately 80% of underlying NPAT for the and $7.2 billion for Trion ($4.8 billion Woodside share including second half of 2024, and will be fully franked for Australian tax capital carry of PEMEX of approximately US$460 million). purposes.2 Woodside has no off-balance sheet arrangements that have, or are The dividend reinvestment plan (DRP) remains suspended. reasonably likely to have, a current or future material effect on Liquidity and debt service Woodside’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Woodside’s primary sources of liquidity are cash and cash Balance sheet equivalents, net cash generated by operating activities, unused borrowing capacity under its bilateral facilities and syndicated Woodside remains committed to maintaining an investment-facilities, issuances of debt or equity securities and other sources, grade credit rating, which supports our aims of providing such as selldowns. During the year, Woodside generated $5,847 sustainable returns to shareholders and investing in future growth million of cash flow from operating activities, received $2,285 million opportunities, in accordance with our capital allocation framework. of proceeds from the equity selldown in the Scarborough Joint Any downgrade in credit ratings could affect Woodside’s ability Venture and delivered positive free cash flow of $100 million.2,3 to access capital markets and increase the cost of capital of the Woodside entered into the following new drawn debt facilities existing debt portfolio. In 2024, Woodside’s credit ratings of BBB+ in 2024: and Baa1 by S&P Global and Moody’s respectively were both maintained.5 • $1,200 million seven-year syndicated term loan from Asian and European commercial banks. Woodside’s gearing at the end of 2024 was 17.9%, within our target • $1,000 million ten-year loan from the Japan Bank for International range of 10-20%. Woodside’s gearing may at times fall outside the Cooperation (JBIC) to support the Scarborough Energy Project. target range of 10-20% as the balance sheet is managed through the investment cycle, including increasing above the range to • $450 million ten-year syndicated term loan from Asian 6 support growth. commercial banks. Commodity price risk management Woodside also, through a wholly owned subsidiary, issued $2,000 Woodside hedges to protect the balance sheet against downside million of senior unsecured bonds in the United States, comprising commodity price risk, particularly during periods of high capital a $1,250 million ten-year bond and a $750 million 30-year bond. expenditure. Woodside received strong support from commercial banks Woodside hedged approximately 29.3 MMboe of 2024 volumes. and investors on all of the 2024 funding activities, including The realised value of these oil price hedges was a pre-tax loss of oversubscription of the $1,200 million term loan and $2,000 million $202 million. US bond issuance. At the end of the period, Woodside had cash and cash equivalents of As at 31 December 2024, Woodside has placed oil price hedges for $3,923 million, drawn debt of $10,050 million, including $1,000 million approximately 30 MMboe of 2025 production at an average price of principal debt payable in 2025, and liquidity of $6,723 million.4 approximately $78.7 per barrel. Additional details of Woodside’s credit facilities, including total Woodside has also placed hedges for Corpus Christi LNG commitments, maturity and interest and amount outstanding as of volumes to protect against downside pricing risk. These hedges31 December 2024, can be found in Note C.2 to the audited Financial are Henry Hub and Title Transfer Facility commodity swaps.Statements. As at 31 December 2024, an average of 94% of 2025 volumes and 67% of 2026 volumes have reduced pricing risk as a result Woodside’s principal ongoing uses of cash are to meet working of hedging activities. capital requirements, fund debt obligations and finance Woodside’s capital expenditure and acquisitions. Working capital is sufficient for present requirements. Woodside’s capital expenditure for 2025 is expected to be between $4,500 million and $5,000 million primarily due to Scarborough and Trion, and remaining acquisition expenditure for Beaumont New1. Calculated based on Woodside’s closing share price on 31 December 2024 of A$24.60 ($15.29) and a US$:A$ exchange rate of 0.6217. 2. Underlying NPAT and free cash flow are a non-IFRS measures. Refer to section 6.6—Alternative performance measures for a reconciliation of these measures to Woodside’s Financial Statements. 3. Cash flow from operating activities less cash flow from investing activities. 4. Liquidity is a non-IFRS measure. Refer to section 6.6—Alternative performance measures for a reconciliation of these measures to Woodside’s Financial Statements. 5. Credit ratings are forward-looking opinions on credit risk. S&P Global’s and Moody’s credit ratings express the opinion of each agency on the ability and willingness of Woodside to meet its financial obligations in full and on time. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by an assigning rating agency. Any rating should be evaluated independently of any other information. 6. Gearing and net debt are non-IFRS measures. Refer to section 6.6—Alternative performance measures for a reconciliation of these measures to Woodside’s Financial Statements. 2024 ANNUAL REPORT23
2.4 STRATEGY AND FINANCIAL PERFORMANCE • ENERGY MARKETS Energy markets Global energy markets during 2024 experienced price volatility resulting from significant geopolitical events, changes of government and energy policy shifts worldwide.Volatility in energy markets reinforces the need for reliable, affordable, and secure energy. Despite price volatility, energy markets have been stable overall due to ample supply and uninterrupted flows. The demand for oil and natural gas highlights the need for ongoing hydrocarbon production and investment. MACROECONOMIC FACTORS In 2024, central banks in advanced economies tried to balance monetary policy to curb inflation without stifling growth. The Organisation for Economic Co-operation and Development’s (OECD’s) December 2024 Economic Outlook projects global GDP growth of 3.3% in 2025, up from the 3.2% in 2024.1 The world’s population is expected to reach 9.7 billion in 2050 (an increase of 1.6 billion from 2024) and global GDP is forecast to almost double, driving increased energy demand.2 Artificial intelligence and data centres may also represent significant drivers of future energy demand.Oil Numerous geopolitical events including Russia’s invasion of Ukraine and conflicts in the Middle East have altered trade flows and contributed to high volatility in oil markets over the past four years. Despite OPEC+ exercising production restraint, the oil market was well supplied as production in the United States, Canada, Brazil and Guyana continued to increase in 2024. In the second half of the year, OPEC+ announced it would delay its planned unwinding of production cuts to 2025, citing strong non-OPEC+ supply and an uncertain demand outlook linked to China’s economic data. Dated Brent averaged US$80.8 per barrel in 2024, 2.3% below average 2023 prices and 7.1% above the five-year average. 1. OECD Economic Outlook, 4 December 2024. 2. UN World Population Prospects 2024. 3. WoodMackenzie, Global Gas Investment Horizon Outlook, November 2024. 24WOODSIDE ENERGY GROUP LTD Liquefied Natural Gas Despite relatively mild weather, global gas markets in 2024 remained tight. Supply uncertainty was exacerbated by Russian LNG sanctions, the end of the Ukraine gas transit deal and weather risks. Wood Mackenzie’s base case scenario forecasts global LNG demand to increase by 55% (220 Mt per annum) to 2034.3 South East Asia is expected to remain the major engine of growth past this period with the power and industrial sectors driving continuous LNG demand growth as domestic production declines. North East Asian LNG prices averaged US$11.9 per million British thermal units (MMBtu), 13.5% below average 2023 prices and 27.8% below the five-year average.3 Australian domestic gas markets The Australian Government released its Future Gas Strategy in 2024 highlighting the importance of gas in the energy transition. Australian domestic gas markets experienced some supply shortfalls in 2024. In Western Australia, the market was finely balanced with increases in power demand offset by the closure of the Kwinana refinery and temporary suspension of BHP’s Nickel West Project. The east coast gas market broadly stabilised during 2024 but did experience seasonal supply gaps. Without further investment, both the west and east coasts of Australia are expected to be structurally short of gas by 2030.New energy products Across the globe, investment in new energy technology has increased, spurred by government policy seeking to reduce long-term emissions. Investment has been currently focused towards solar, wind, battery technologies and electric vehicles. Other products such as hydrogen face challenges specifically relating to cost inflation, uncertainty in demand from end-users, uncertainty around availability and eligibility for government support. Woodside continues to believe that new energy products will play an important role in the energy transition as part of the energy mix. Lower-carbon ammonia is economically advantaged under the United States and European policy settings supporting viability of new projects. Underlying demand for ammonia continues to grow with global population increases together with the expected adoption of new lower-carbon ammonia uses such as power generation, as a marine fuel, and potentially as a hydrogen carrier.
2.5 STRATEGY AND FINANCIAL PERFORMANCE • BUSINESS MODEL AND VALUE CHAIN Business model and value chain Woodside seeks to optimise returns across the value chain by prioritising competitive growth opportunities; utilising our operational, development and technological capabilities; and investing in customer relationships. 2024 examples Acquire, divest, explore and develop • Acquired the Louisiana LNG opportunity. We manage our portfolio through acquisitions, divestments and exploration, based • Acquired the Beaumont New Ammonia Project. on a disciplined approach to optimising shareholder value and appropriately • Completed the sales of equity interests in the managing risk. We look for material positions in world-class assets and locations Scarborough Joint Venture to JERA (15.1%) and that are aligned with our capabilities and existing portfolio. We are focused on value LNG Japan (10%). and look to generate low-cost, lower-carbon development opportunities. During the • Agreed to an asset swap with Chevron under development phases, we aim to optimise value by selecting the best concept for which Woodside will acquire Chevron’s interest extracting, processing and delivering energy to our customers. in the NWS Project, the NWS Oil Project and the Angel CCS Project, and transfer all of its interest in both the Wheatstone and Julimar-Brunello Projects to Chevron.1 Project execution • Completed Sangomar Project and achieved first oil We are building on decades of project execution expertise, investing in opportunities in June 2024, delivering $948 million in revenue to across the globe. Woodside is benefitting from the increased scope and scale of its Woodside in 2024. projects portfolio through knowledge sharing across projects and our relationships • Continued project execution of Scarborough with suppliers and contractors. We design and execute projects with a focus on and Trion, which were 78% and 20% complete safety, cost and sustainability. respectively by the end of 2024.2 Operate • Achieved reliability of 98.3% at KGP and 96.1% Our operations prioritise safety while focusing on strong reliability and at Pluto LNG. environmental performance in remote and challenging locations. In Australia, our • Delivered excellent early production performance operated assets include the NWS Project and Pluto LNG. We also operate Macedon at Sangomar, quickly achieving nameplate capacity and three floating production storage and offloading (FPSO) facilities and have of 100,000 barrels per day. non-operated interests in Bass Strait and Wheatstone. Internationally, we operate Sangomar in Senegal, Shenzi in the Gulf of Mexico, Angostura and Ruby in Trinidad and Tobago, and have non-operated interests in Atlantis and Mad Dog in the Gulf of Mexico.3 We endeavour to adopt technology and a continuous improvement mindset to support operational performance and optimise the value of our assets. Market and transport • Signed sales and purchase agreements with Our relationships with customers have been maintained through a track record of KOGAS, CPC and JERA for the long-term supply of reliable delivery since the NWS Project’s first LNG cargo was delivered to Japan in LNG to Korea, Taiwan and Japan respectively. 1989. We are building scale and flexibility in our portfolio by expanding our global • Received new long-term charter LNG vessel, the supply presence, through our own production and through offtake agreements with Woodside Scarlet Ibis. third parties, and by maintaining our own shipping fleet. This helps ensure reliable delivery to our customers and creates opportunities to capture value by portfolio and shipping optimisation. We continue to look for opportunities to collaborate with our customers on lower-carbon energy solutions. Decommission • Removed the final two of 18 xmas trees (valve Decommissioning is integrated into project planning, from the earliest stages of systems) at Enfield. development through to the end-of-field life. We work with global contractors to • Successfully recovered the Griffin riser turret safely remove facilities and to plug and abandon wells that are no longer required mooring. for our operations. We work with regulators to deliver our decommissioning • Decommissioned 149 km of pipeline and recovered commitments. more than 90 subsea structures. • Plugged and abandoned seven of ten Stybarrow wells. 1. Completion of the transaction is subject to customary conditions precedent, refer to section 3.1—Australian Operations for details. 2. Scarborough completion percentage excluding Pluto Train 1 modifications. 3. On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters.2024 ANNUAL REPORT25
OPERATIONS Our established track record of operational excellence and reliable supply underpins our success. 26
3.1 OUR BUSINESS • AUSTRALIAN OPERATIONS Australian operations Woodside’s Australian portfolio generates strong cash flow combined with low unit production cost, with Woodside operated assets providing reliable energy to domestic and international customers for 40 years. Woodside’s share of production from our Australian operated and non-operated oil and gas projects was 139.5 MMboe (381 Mboe/day) in 2024.PLUTO LNG Pluto LNG is a gas processing facility in the Pilbara region of Western Australia, comprising an offshore platform and one onshore LNG processing train. Woodside’s share of Pluto production was 54.1 MMboe in 2024, an increase from 51.8 MMboe in 2023, due to minimal turnaround activity and annualised reliability of 96.1%. To support ongoing production from Pluto LNG, during the first quarter of 2024 Woodside took a final investment decision (FID) for the Xena 03 production well and started-up the produced water handling unit at the Pluto A platform. In June 2024, construction commenced on the subsea facilities for the PLA-08 production well, with startup expected in the first half of 2025. In the second quarter of 2024, Woodside increased the production of Pluto domestic gas through the Pluto-KGP Interconnector at the NWS. The allocation of domestic gas from Pluto gas processed at NWS was increased from 15% to 30% until December 2025. Woodside is operator and holds a 90% participating interest.Woodside Solar Woodside is progressing an opportunity to reduce up to a total of 150 kilotonnes per anum (ktpa) CO -e gross Scope 1 greenhouse gas emissions at Pluto LNG by importing 2 renewable electricity from the proposed Woodside Solar project. The project plans to generate an initial supply of approximately 50 megawatts of electricity from a large-scale solar photovoltaic farm. Woodside Solar FID and first solar energy import timing are subject to securing access to proposed new common-user transmission infrastructure that will be required to transmit renewable energy to Pluto LNG. The development of this infrastructure is being led by the Western Australian Government with Woodside continuing to finalise associated commercial agreements. [Graphic Appears Here] The safe startup of Pluto LNG in 2012 cemented Woodside’s status as a major supplier of energy to the Asia-Pacific region. Now, we’re developing a second train to process gas from the offshore Scarborough field 2024 ANNUAL REPORT27
NORTH WEST SHELF PROJECT The NWS Project consists of three offshore platforms and the onshore Karratha Gas Plant (KGP). KGP includes five onshore LNG processing trains and two domestic gas trains. Woodside’s share of NWS Project production was 38.1 MMboe in 2024, a decrease from 40.8 MMboe in 2023, due to gradual reservoir decline. World-class reliability continued at KGP achieving an annual reliability rate of 98.3%. In 2024, 11.8 MMboe of Pluto gas was processed at KGP through the Pluto-KGP Interconnector. This was a 5.6% increase compared to 2023. Discussions continued between the NWS Joint Venture participants and other resource owners for the processing of additional third-party gas to utilise available processing capacity at KGP. Processing of Waitsia gas continued and is expected to ramp up when the Waitsia Stage 2 facility commences production. The strategic consolidation of the NWS Project’s ownership structure, through the conditional asset swap agreement with Chevron that was announced in December 2024 (see page 29), is a significant milestone in the 40-year history of this critical energy infrastructure. This transaction creates greater opportunity to fill emerging processing capacity at KGP and maximise value accretive recovery from the NWS Project. The NWS Joint Venture participants took FID on the Lambert West Project which will support ongoing production from the NWS. This project is targeted for startup in the second half of 2025. Additionally, FID was taken on the Low-Low Pressure Operation Project at Goodwyn Alpha, aimed at increasing and accelerating NWS production from the Goodwyn area reservoirs. The NWS Joint Venture participants also progressed a NWS infill program, which includes a proposed subsea tieback of five wells into existing offshore NWS facilities, to be produced via the KGP. This project is targeting FID in 2025. State environmental approval for the NWS Project Extension was received in December 2024; the Federal environmental approval process is ongoing. These approvals would support long-term operations and processing of future third-party gas resources at KGP through to 2070. After 40 years of operations, the NWS Project is entering a period of production decline. With increased ullage due to natural field decline and limited third-party gas-processing demand, LNG train 2 was taken offline as preparations for permanent retirement commenced in the last quarter of 2024. Planned maintenance activities at the Goodwyn Alpha facility, North Rankin Complex and an onshore LNG train at KGP were successfully completed in 2024. Woodside is operator and holds a 33.33% participating interest. Following completion of the asset swap agreement with Chevron announced in 2024, Woodside’s participating interest will increase.1 WHEATSTONE AND JULIMAR-BRUNELLO Wheatstone is an LNG-processing facility near Onslow, Western Australia, comprising an offshore production platform and two onshore LNG-processing trains. It processes gas from several offshore gas fields, including Julimar and Brunello. Woodside’s share of production from Wheatstone was 12.6 MMboe in 2024, a decrease from 13.5 MMboe in 2023, due to unplanned outages affecting the Julimar subsea production system and Wheatstone facility respectively. Wheatstone’s domestic gas plant nameplate capacity was successfully increased for the second consecutive year, with the upgraded nameplate of 230 terajoules (TJ) per day representing a 12% increase from the original design. Woodside is operator and holds a 65% participating interest in the Julimar-Brunello fields. Woodside holds a 13% non-operated interest in the Wheatstone project. Following completion of the asset swap agreement with Chevron announced in 2024, Woodside’s interest in Wheatstone and Julimar-Brunello will reduce to zero. BASS STRAIT Bass Strait is located in the South East of Australia and produces oil and gas through a network of offshore platforms, pipelines and onshore processing facilities located in Victoria. The Bass Strait assets include the Gippsland Basin Joint Venture (GBJV) and the Kipper Unit Joint Venture. Woodside’s share of production from the Bass Strait was18.8 MMboe in 2024, this was a decrease from 22.8 MMboe in 2023, driven by natural field decline, lower Australian east coast short-term gas market demand, offshore maintenance and reduced production capacity. All of Woodside’s share of gas produced by the GBJV is supplied into the eastern Australian domestic gas market. Through the execution of the Gippsland Asset Streamlining project, the asset has optimised facilities and transitioned to a gas focused business. In 2024, the Halibut, West Kingfish and Cobia oil platforms ceased production, marking the end of 55 years of crude oil production from the Bass Strait. At Longford, the crude stabilisation plant and gas plant 1 were permanently shut-in, streamlining the asset for ongoing gas and condensate production. The Kipper Compression Project, which added compression facilities to the West Tuna Platform, successfully commenced operation in the third quarter of 2024, delivering a production rate increase and enabling continued supply of gas from the Kipper field to the domestic market. The Hastings Generation Project at Long Island Point successfully started up in September, using ethane to generate electricity to supply power to the grid. Woodside holds a 50% non-operating interest in the GBJV and a 32.5% non-operating interest in the Kipper Unit Joint Venture.1. The NWS Project consists of a number of active joint ventures. Prior to completion of the transaction, Woodside has a participating interest of 33.33% and Chevron has a 16.67% participating interest in all of these joint ventures, apart from the NWS joint ventures with CNOOC. For CLNG JV with CNOOC, Woodside’s participating interest is 25% and Chevron’s is 12.5%. For the Extended Interest JVs with CNOOC, Woodside’s participating interest is 31.567% and Chevron’s participating interest is 15.78%. 28WOODSIDE ENERGY GROUP LTD
The Karratha Gas Plant in Western Australia has been providing a reliable and affordable supply of natural gas to domestic and international customers for decades OTHER AUSTRALIAN OIL AND GAS ASSETS Woodside operates three FPSO facilities off the North West coast of Western Australia. These are the Ngujima-Yin FPSO (Woodside interest: 60%), Okha FPSO (Woodside interest: 50%) and Pyrenees FPSO (Woodside interest: 40% in WA-43-L and 71.4% in WA-42-L). Woodside’s share of production from the FPSO assets was 7.9 MMboe in 2024, a decrease from 8.0 MMboe in 2023 primarily due to maintenance activities at the Pyrenees FPSO. The Pyrenees FPSO safely completed its planned five-yearly maintenance turnaround in Singapore in May 2024. Macedon (Woodside interest: 71.4%), also operated by Woodside, is a gas project located near Onslow, Western Australia, which produces pipeline gas for the Western Australian domestic gas market. Woodside’s share of production from Macedon in 2024 was8.0 MMboe, a decrease from 8.2 MMboe in 2023. In October, the facility successfully installed a new front-end compressor, enabling an initial 15% uplift in production.ASSET SWAP In December 2024, Woodside simplified its Australian portfolio and consolidated its focus on operated LNG assets by entering into an agreement with Chevron. Subject to completion, Woodside will acquire Chevron’s 16.67% interest in the North West Shelf (NWS) Project and the NWS Oil Project and a 20% interest in the Angel Carbon Capture and Storage (CCS) Project, and transfer its 13% non-operated interest in the Wheatstone Project and 65% operated interest in the Julimar-Brunello Project to Chevron. Chevron will also make a cash payment to Woodside of up to $400 million. The asset swap provides Woodside with the opportunity to realign its Australian infrastructure interests to provide greater commercial certainty and enhance development prospects. The transaction is subject to the completion of Julimar Phase 3 Project execution and handover which is expected in 2026, and the completion of certain ongoing abandonment activities. The Julimar Phase 3 Project is a four well tie-back to the existing Julimar field production system and is currently in execution phase. Woodside will continue to operate the execution phase, transferring the asset to Chevron at project startup. The effective date of the transaction is 1 January 2024 and is expected to close in 2026. Completion of the transaction is also subject to customary conditions precedent, including Australian Competition and Consumer Commission and Foreign Investment Review Board clearances and other applicable State and Federal regulatory approvals, relevant third-party consents and pre-emption rights of the continuing joint venture participants. 2024 ANNUAL REPORT29
3.2 OUR BUSINESS • INTERNATIONAL OPERATIONS International operations Woodside’s international portfolio consists of established high-quality operated and non-operated oil and gas assets in Senegal, the US Gulf of Mexico and Trinidad and Tobago.1 Woodside’s share of production from international operations was 54.4 MMboe (149 Mboe/day) in 2024.SANGOMAR The Sangomar oil and gas field is located offshore Senegal, approximately 100 km south of Dakar. Woodside achieved first oil production in June 2024, marking the safe delivery of the country’s first offshore oil project. The Sangomar Field Development Phase 1 is a deepwater project including a stand-alone FPSO facility with a nameplate capacity of 100,000 bbl per day, and subsea infrastructure that is designed to allow subsequent development phases. The final Sangomar Field Development Phase 1 cost was approximately $5.0 billion, at the lower end of the previously estimated range of $4.9—$5.2 billion. Woodside’s share of production from Sangomar was 13.3 MMboe in 2024. Early production performance has been outstanding with nameplate production capacity achieved in July 2024 and maintained. Sangomar crude received strong interest from buyers in Europe, Asia and the United States, with 17 cargoes exported by the end of December 2024. The Sangomar drilling campaign was concluded during the year, marking the successful drilling and completion of 24 development wells. The FPSO hook-up, commissioning and startup activities were completed with reliability of 90% since startup. Woodside will continue to analyse production performance to inform the potential Sangomar Phase 2 development. Woodside is the operator and holds an 82% participating interest in the Sangomar exploitation area. MAD DOG Mad Dog is a conventional oil and gas development located in the US Gulf of Mexico.1 The Mad Dog Phase 1 development includes a spar facility (A-Spar) with drilling capability and dry-tree producer wells. A planned intervention campaign at A-Spar was completed in July 2024, achieving increased production rates. Mad Dog Phase 2 is a development of the southern flank of the Mad Dog field through the Argos floating production facility. First oil was achieved in April 2023 and production ramped up throughout 2024, with the facility achieving peak production of 130,000 bbl per day. The development includes subsea producer wells and subsea water injector wells. Execution of the Mad Dog Southwest Extension Project is ongoing, following sanction in late 2023. First production is planned for 2026. Woodside’s share of production from Mad Dog was 11.3 MMboe in 2024, an increase from 7.2 MMboe in 2023. The increase was driven primarily by production ramp up at Argos. Woodside holds a 23.9% non-operating participating interest. ATLANTIS Atlantis is a conventional oil and gas development in the US Gulf of Mexico.1 The Atlantis development includes a semi-submersible facility with subsea production wells and subsea water injector wells. Woodside’s share of production from Atlantis was 10.5 MMboe in 2024, a decrease from 12.6 MMboe in 2023. The decrease was driven primarily by a planned facility and midstream turnaround and multiple downtime events associated with weather events. One production well was completed in 2024. This was the first horizontal well in the Atlantis field. Woodside took FID on the Atlantis Drill Center 1 Expansion in February 2024. It is a two well tie-back to the Atlantis facility through the existing Drill Center 1 manifold in the southwest portion of the field. First production is planned for 2026. Woodside holds a 44% non-operating participating interest.1. On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters. 30WOODSIDE ENERGY GROUP LTD
Shenzi is a conventional oil and gas field developed through a tension leg platform located in the US Gulf of Mexico.1 The facility has subsea production and water injection wells. In addition, two subsea wells are tied back to the non-operated Marco Polo platform. Woodside’s share of production from Shenzi was 9.4 MMboe in 2024, down from 10.8 MMboe in 2023. This was due to natural depletion and multiple downtime events associated with weather events. Woodside is operator and holds a 72% participating interest.SHENZI GREATER ANGOSTURA Greater Angostura includes the Angostura and Ruby conventional oil and gas fields, located offshore Trinidad and Tobago. The development includes an offshore central processing facility, five wellhead platforms and an onshore oil terminal. Woodside and the Trinidad and Tobago Ministry of Energy and Energy Industries reached an agreement in the fourth quarter of 2024 to modify key fiscal terms in their production sharing contract in support of economic life extension. The revised terms take effect from 2025. Woodside’s share of production from Greater Angostura was9.5 MMboe in 2024, a decrease from 11.2 MMboe in 2023 primarily due to a planned facility maintenance turnaround completed in June 2024. Woodside is operator and holds a 45% participating interest in the Angostura field and a 68.5% participating interest in the Ruby field. 1. On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters.Woodside CEO and Managing Director Meg O’Neill (centre) and the President of Senegal, His Excellency Bassirou Diomaye Diakhar Faye (centre), together with representatives from the Senegalese government and Woodside employees on an offshore visit to the Léopold Sédar Senghor FPSO 2024 ANNUAL REPORT31
3.3 OUR BUSINESS • MARKETING AND TRADING Marketing and trading Woodside’s marketing business generated $427 million in profit before tax in 2024. Woodside has a global portfolio with positions in both the Pacific and Atlantic basins. We have a strong track record of reliable supply to major energy customers through our integrated shipping, operations, marketing and trading activities across LNG, pipeline gas, condensate, crude and natural gas liquid (NGL) cargoes.The marketing segment’s strong profit reflects the optimisation activities and incremental value generated through the marketing, trading and shipping of Woodside’s oil and gas and through third-party purchased values. Woodside’s LNG portfolio is managed through a mix of short, mid and long-term contracts, supplied with cargoes sourced from producing assets or purchased from third parties. In 2024, Woodside’s exposure of produced LNG to gas hub indices was 34.4%. This represents 15% of Woodside’s total equity production. Woodside remains one of the largest suppliers of Australian LNG to major regional trading partners. In 2024, Woodside signed sale and purchase agreements with KOGAS, CPC and JERA for the long-term supply of LNG to Korea, Taiwan and Japan respectively. These LNG buyers are some of the largest in the world, demonstrating ongoing robust demand for Woodside’s products and the ability of LNG to meet energy security needs while supporting regional decarbonisation goals. The KOGAS agreement is for the supply of approximately0.5 million tonnes per annum (Mtpa) of LNG from 2026, for a period of 10.5 years on a delivered basis. The CPC agreement is for the supply of approximately 6 million tonnes of LNG on a delivered basis over ten years, from July 2024. Under the CPC agreement, Woodside may also deliver approximately 8.4 million tonnes of LNG for a further ten years, from 2034 to 2043.1 The JERA agreement is for the supply of approximately 0.4 Mtpa (six cargoes) of LNG over ten years on a delivered basis, commencing in April 2026. LNG delivered under all three agreements will be sourced from volumes across Woodside’s global portfolio. Woodside’s LNG trading activities seek to maximise value of our LNG portfolio. Third-party cargoes are purchased from Corpus Christi LNG through a long-term offtake agreement and from the spot market through our relationships with other producers and traders. The marketing of crude, condensate and NGLs is predominantly based on short-term sales and supplemented by term arrangements. The majority of Woodside’s crude oil and condensate in Australia, Senegal and Trinidad and Tobago is currently sold to international markets. In the US Gulf of Mexico, crude oil is sold to refiners and traders on the US Gulf Coast. Woodside has also maintained its operational flexibility in the US Gulf of Mexico through access to infrastructure that enables the export of crude oil to international markets.2 Woodside produces natural gas for domestic markets in Western Australia, the east coast of Australia, the United States and Trinidad and Tobago. In 2024, Woodside’s Western Australian assets produced 86 petajoules (PJ) of natural gas, representing approximately 21% of Western Australia’s domestic gas supply. Woodside executed 73.5 PJ of termed WA gas sales for delivery across 2025 and 2026 and will continue to support the domestic market by offering additional supply for 2025 and onwards. A record quantity of trucked LNG (approximately 1,900 TJ) was also delivered in 2024 to customers in northern Western Australia. Since the commencement of operations at the Pluto LNG Truck Loading Facility in 2019, Woodside has delivered more than 3,200 trailers of LNG (approximately 3,250 TJ), offering a lower-carbon alternative to diesel and fuel-oil for industry to users in remote locations. In the east coast of Australia, Woodside’s share of Bass Strait production was 84.9 PJ, representing approximately 17% of all gas supplied to the east coast market. All of Woodside’s production from Bass Strait is sold into the east coast domestic market. Woodside was granted an exemption under the applicable domestic Gas Market Code legislation in January 2024. The exemption provides Woodside with the opportunity to increase delivery to the east coast domestic market by more than 260 PJ (100% share) through to 2033 if needed. In the US Gulf of Mexico, natural gas is sold to end-users and merchants at the tailgate of the Neptune gas processing plant, which is owned and operated by a third-party midstream company.2 Woodside’s marketing and trading portfolio is supported by our managed shipping capacity which includes seven LNG vessels under long-term charter and multiple vessels on short-term charter. A new 174,000 m3 long-term charter LNG vessel, the Woodside Scarlet Ibis, was delivered in June 2024. 1. Subject to conditions and agreement on terms for this period. 2. On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters. 32WOODSIDE ENERGY GROUP LTD
PROJECTS Our disciplined investment decisions and world-class project delivery are rewarding our shareholders and driving future growth and value. Trion FPU computer generated image 33
3.4 OUR BUSINESS • PROJECTS Projects Woodside is leveraging proven project execution capabilities to deliver quality growth projects in LNG, oil and lower-carbon solutions, with a focus on safety, quality, cost and schedule.SCARBOROUGH ENERGY PROJECT The Scarborough gas field is located in the Carnarvon Basin, approximately 375 km off the coast of Western Australia. The field is being developed through new offshore facilities connected by an approximately 433 km pipeline to a second LNG train at the existing Pluto LNG onshore facility. The development of the Scarborough field includes the installation of a floating production unit (FPU) with eight wells expected to be drilled in the initial phase and 13 wells drilled throughout the life of the field. The expansion of Pluto LNG includes the construction of a second LNG train (Pluto Train 2), installation of additional domestic gas processing facilities and supporting infrastructure and modifications to the existing Pluto Train 1 to allow it to process Scarborough gas. Scarborough gas is expected to produce approximately 5 Mtpa of LNG from Pluto Train 2 and up to 3 Mtpa of LNG from the existing Pluto Train 1. The Scarborough reservoir contains less than 0.1% CO . Combined with processing design efficiencies at the offshore FPU 2 and onshore Pluto Train 2, the Scarborough Energy Project is expected to be one of the lowest carbon intensity sources of LNG delivered into north Asian markets.1 At the end of 2024, the Scarborough Energy Project was 78% complete, excluding Pluto Train 1 modifications, and remains on track for first LNG cargo in 2026. Fabrication of the FPU continued to progress through 2024. The topsides structure was completed and the flare boom, monoethylene glycol module and living quarters module were installed on the topsides. Commissioning of services and utilities is in progress. Hull fabrication and installation scope are proceeding ahead of FPU integration activities planned in 2025. The installation of the trunkline was successfully completed in October 2024. Approximately 36,000 lengths of pipe were fabricated and welded together for the 433 km trunkline, which has been dried and inerted. The trunkline will transport gas from the Scarborough field to the onshore processing facilities. The installation and testing of the three subsea flowlines was completed, and the next phase of the subsea installation campaign is underway. All 20 suction piles were installed and subsequent to the period, all FPU mooring chains were successfully pre-installed. The drilling campaign continued with two of the eight wells reaching completion. 1. Wood Mackenzie, Emissions Benchmarking, June 2023. 34WOODSIDE ENERGY GROUP LTD The first Pluto Train 2 module was delivered from the Batam module yard in Indonesia to the Pluto site in February 2024 and the fifty-first and final module arrived in December 2024. All modules have been set in position and site activity is now focused on the safe execution of the remaining construction scope. All engineering reviews for Pluto Train 1 modifications were completed. Mobilisation of personnel to both the module yard in Thailand and Pluto site commenced. Module construction is in progress and site preparation works for the modifications to Pluto Train 1 continue. The Integrated Remote Operations Centre building works were completed with the fit out progressing throughout 2024. The centre will allow Scarborough and the Pluto facility to be remotely operated from Woodside’s headquarters in Perth. In March 2024, Woodside completed the sale of a 10% non-operating participating interest in the Scarborough Joint Venture (SJV) to LNG Japan for $910 million. In October 2024, Woodside completed the sale of a 15.1% non-operating participating interest in the SJV to JERA for $1.4 billion. These transactions reflect the long-term value that LNG customers in Japan are placing on energy security. Woodside is operator and holds a 74.9% participating interest in Scarborough, 51% participating interest in Pluto Train 2 and 90% participating interest in Pluto Train 1.Pluto Train 2 construction progress, Western Australia, December 2024
TRION Trion is an oil development located in the Mexican Gulf, approximately 180 km off the Mexican coastline and 30 km south of the United States/Mexico maritime border.1 The development includes a 24 subsea well development, a semi-submersible FPU capable of producing and transferring 100,000 bbl per day, and a floating storage and offloading (FSO) facility. At the end of 2024, overall progress of the project was 20%. The project is progressing in accordance with the execution plan with all major scope contracts awarded, and fabrication of equipment and floating facilities commenced. Woodside is targeting first oil in 2028. The FPU engineering, procurement and construction scope has been progressively converted to lump sum contract, underpinned by substantive technical maturity of the design and procurement of equipment and bulks. Key personnel have mobilised in Korea and conducted pre-construction activities. Engineering continues to progress with deliverables supporting construction, quality, and technical safety activities. First steel cut for the FPU was achieved in November 2024 representing a significant milestone for the execution of the project. Manufacturing has advanced across multiple subsea scopes including line-pipe, trees, valves, connectors, umbilicals, subsea distribution equipment and flexible pipe. System and installation engineering has matured the field layout and optimised well locations. The FSO front end engineering and design (FEED) concluded and has transitioned to the build-lease phase with the award of the bareboat charter. This has enabled key fabrication slots to be secured. Woodside has commenced reprocessing of the ocean-bottom node seismic to further reduce fault uncertainty and de-risk the future drilling campaign. The subsurface and drilling teams have optimised trajectories for the first production wells and Woodside is targeting commencement of the drilling campaign in 2026. Local content initiatives have begun in Mexico including supplier development programs, in-country fabrication of subsea structures and in-country flow assurance testing. In 2024, Trion was highlighted as a priority project within Mexico’s national energy plan, reinforcing the importance to the country’s energy future. Woodside is operator and holds a 60% participating interest. BEAUMONT NEW AMMONIA Construction of Train 1 of the Beaumont New Ammonia Project, which has a design capacity of 1.1 Mtpa, is underway. At the end of 2024, the project was approximately 83% complete. First ammonia production is targeted for the second half of 2025 with lower carbon ammonia production targeted for the second half of 2026.2 All critical agreements for feedstock, utilities, and terminal services are in place.In accordance with the terms of the acquisition (refer to page 41 for more information), OCI continues to manage the construction of the project under the Construction Management Agreement. The project is subject to cost, schedule, and performance guarantees from OCI. The second production train, which has the potential for an additional 1.1 Mtpa in production capacity, is being evaluated and will be considered separately for a future FID.The project was renamed to Beaumont New Ammonia to reflect the change of ownership and the production of a new, lower-carbon ammonia product following the associated carbon, capture and storage (CCS) facility becoming operational. In early October 2024, the tragic death of an employee of one of OCI’s construction contractors occurred at the project site.3 OCI’s investigation into the incident is ongoing at this time.Upon completion of the project Woodside will become operator and hold a 100% participating interest.Construction of the Beaumont New Ammonia Project, July 2024 1. On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters. 2. Production of lower-carbon ammonia is conditional on supply of carbon abated hydrogen and ExxonMobil’s CCS facility becoming operational. 3. The tragic death of an OCI contractor employee at the Beaumont New Ammonia site is not included in the Woodside statistics due to the applicable contractual agreements. Refer to section 3.8.4 for further details on 2024 metrics and targets for health, safety and wellbeing. 2024 ANNUAL REPORT35
3.5 OUR BUSINESS • DECOMMISSIONING Decommissioning Our priority remains the safety of people and the environment by completing the work using recovery methods developed by our contractors and workforce.Woodside is working with a range of international contractors which bring experience, technical expertise and the specialist offshore vessels required for our offshore decommissioning scopes. In 2024 Woodside made substantial progress on planned decommissioning activities, spending US$805 million across our portfolio. With the recovery of the Nganhurra FPSO’s anchors, chains and moorings in February 2025, Woodside decommissioned the Enfield Project, located approximately 38 km north of the North West Cape, Western Australia. All 18 Enfield wells have been permanently plugged and the associated xmas trees and wellheads recovered. More than 40 km of flexible flowlines and umbilicals, and eight subsea structures have been recovered. Deconstruction of the Nganhurra riser turret mooring (RTM) at the Australian Marine Complex (AMC) was completed in March 2024, with more than 95% of the mooring to be reused or recycled. Woodside has continued decommissioning of the Griffin and Stybarrow fields, having already recovered more than 100 km of pipe and 65 subsea structures for cleaning at an onshore decommissioning facility near Onslow in preparation for recycling and reuse. At Griffin, all rigid piping has been recovered and wellhead severance activities have been completed. A well plug and abandonment campaign at Stybarrow was 79% complete at the end of the year, with seven wells plugged. In December 2024, the Griffin RTM was safely recovered and transported to AMC to be cleaned and deconstructed in preparation for recycling and reuse. Preparations were undertaken for the planned retrieval of the Stybarrow disconnectable turret mooring in the first half of 2025. Removal of the Echo Yodel umbilical is planned for the first half of 2025. The removal of nine NWS exploration wellheads was successfully completed during the final quarter of 2024. State and Commonwealth environmental approvals for decommissioning the Minerva field, offshore Victoria, were secured with planning and preparations completed in the last quarter of 2024. The plugging and abandonment of three wells, and removal of subsea infrastructure including 10 km of pipeline is planned for completion in 2025. The GBJV continued planned decommissioning activities in Bass Strait, with more than 150 wells permanently plugged since the campaign commenced. In 2024, plugging and abandonment of platform wells continued to plan with 55 wells plugged; a semi-submersible well intervention unit completed plugging and36WOODSIDE ENERGY GROUP LTD abandonment of two subsea wells, and a jack-up rig commenced plugging and abandonment work. The GBJV also awarded contracts for the heavy lift removal and disposal of a number of the offshore facilities within the Gippsland Basin and continued to execute preparatory decommissioning activities for an offshore removal campaign planned for 2027. Planning for future decommissioning progressed in 2024, including engaging a range of stakeholders, undertaking engineering and science studies to understand decommissioning impacts, and developing plans for decommissioning scrap material recycling. Outside Australia, Woodside and partners continue to responsibly progress decommissioning obligations in line with relevant local regulatory environments. This includes ongoing work in Canada, at both the upstream Liard and Horn River basins and downstream Kitimat locations in British Columbia, and in the United States where two deepwater wells have been plugged and legacy site decommissioning is ongoing.Decommissioning of the Nganhurra RTM
DEVELOPMENTS AND EXPLORATION Through targeted opportunities and strategic partnerships we are building a quality, diversified portfolio for long-term success. 37
3.6 OUR BUSINESS • DEVELOPMENTS AND EXPLORATION Developments and exploration Woodside is building a diverse global portfolio of development opportunities to underpin long-term profitability. Leveraging our strong technical and commercial expertise, we take a disciplined and targeted approach focused on long-term value creation. LOUISIANA LNG In July 2024 Woodside entered into a definitive agreement to acquire all issued and outstanding common stock of Tellurian Inc., including its owned and operated US Gulf Coast Driftwood LNG development opportunity. The transaction closed on 8 October 2024 and the Driftwood LNG opportunity was renamed “Louisiana LNG”. Louisiana LNG is a fully permitted, pre-FID development opportunity located near Lake Charles, Louisiana. The development plan comprises four phases of development with five LNG plants, with a total permitted capacity of 27.6 Mtpa, and supporting infrastructure. The foundation development includes Phase 1 (11 Mtpa, two plants) and Phase 2 (5.5 Mtpa, one plant). Louisiana LNG expands Woodside’s position as a leading independent LNG company, enabling us to better serve global customers and capture further marketing optimisation opportunities across both the Atlantic and Pacific Basins. Well-matched to Woodside’s proven capabilities in project execution, operations and marketing, it provides a pathway to significant long-term cashflow. The development continues to progress readiness for FID, targeted from the first quarter of 2025. Woodside is inviting partners for the Louisiana LNG investment, and strong interest has been received from high-quality potential partners. 38WOODSIDE ENERGY GROUP LTD The development opportunity is competitively advantaged being fully permitted with a valid non-free trade agreement LNG export authorisation and an extension of its Federal Energy Regulatory Commission (FERC) authorisation. It also benefits from ongoing early siteworks with pilings for plants 1 and 2 complete, foundation work in progress, and pilings underway for the LNG tanks. The progress on groundwork has reduced risk to engineering, procurement and construction timeline and cost. In support of FID readiness, Woodside has signed a revised lump sum turnkey engineering, procurement and construction contract with Bechtel for the development of the three plant 16.5 Mtpa foundation development of Louisiana LNG. Bechtel has maintained a continuous presence on site prior to the acquisition and is now under a Woodside limited notice to proceed (LNTP) executed under the revised contract. The LNTP progresses continued site construction and commitment to certain key materials and services required for the foundation project. Woodside is operator and holds a 100% participating interest, subject to future selldown. Woodside Louisiana LNG development, January 2025
BROWSE The Browse to NWS Project involves the proposed development of the Calliance, Brecknock and Torosa gas and condensate fields in the offshore Browse Basin, located approximately 425 km north of Broome, Western Australia. The proposed concept includes two FPSO facilities and an approximately 900 km pipeline to existing infrastructure at the NWS Project’s KGP. The Browse to NWS Project aligns with key policy statements of both the Western Australian and Federal Governments which recognise the pivotal role of natural gas in Australia to 2050 and beyond. This could support domestic gas security for Western Australia at a time when there are forecast supply shortfalls. In December 2024, Woodside entered into an asset swap with Chevron for its interest in the NWS Project. This transaction which will simplify the NWS Joint Venture ownership and is expected to improve the Joint Venture alignment across the Browse to NWS Project.1 Key work activities continued during 2024 in support of progress towards FEED entry, including optimising the development concept to improve cost and schedule certainty, engagement with regulators on environmental and regulatory approvals and progressing commercial agreements. The development concept includes a CCS component, the Browse CCS Project, which is designed to sequester the majority of Browse reservoir CO . In June 2024, a declaration of an identified greenhouse gas storage 2 formation was made by the Australian Commonwealth Government over the Calliance storage formation within the G-8-AP greenhouse gas assessment permit. Woodside subsequently referred the Browse CCS Project to the environmental regulator for assessment. Woodside is operator and holds a 30.6% participating interest.CALYPSO Calypso is a proposed deepwater gas development in Trinidad and Tobago, located approximately 220 km off the coast of Trinidad in 2,100 m water depth. It involves the development of several gas discoveries in Block 23(a) and Block TTDAA 14. The development is located in a region with existing offshore and onshore infrastructure and a favourable demand outlook. In 2024, progress was made to mature the technical definition of the development concept. Fiscal negotiations advanced with the Government of Trinidad and Tobago and commercial discussions continued with key stakeholders to evaluate options to monetise the resource. Woodside is operator and holds a 70% participating interest.GREATER SUNRISE The Sunrise development comprises the Sunrise and Troubadour gas and condensate fields, which are located approximately 450 km North West of Darwin, Australia and 150 km south of Timor-Leste. In 2024, the Sunrise Joint Venture participants made progress with the Australian and Timor-Leste Governments on negotiating a new Production Sharing Contract, Petroleum Mining Code and fiscal regime. The Sunrise Joint Venture also completed a Concept Study Report, which incorporates previous work related to Sunrise by utilising the latest technologies (where relevant) and cost estimates, while considering the socio-economic, capacity building, safety, environmental, strategic and security benefits across potential development pathways. The Sunrise Joint Venture participants are reviewing the outcomes of the Concept Study Report and discussing next steps. Woodside is operator and holds a 33.44% participating interest. LIARD Liard is an unconventional gas field located in British Columbia Canada. Woodside is working with the operator, to develop a comprehensive strategy for full field development. Woodside is also working with its partners in Rockies LNG to potentially export LNG via the proposed Ksi Lisims project on the west coast of Canada. Woodside holds a 50% non-operating participating interest. EXPLORATION Woodside’s exploration strategy is focused on accessing and testing potential value accretive growth options with the potential to be developed at pace. The strategy balances a focus on exploring near current producing hubs with opportunities in new regions. In Australia, Woodside was awarded exploration permit WA-554-P. In the United States, Woodside was awarded 18 leases in Lease Sale 261 and participated in the drilling of the Corvus well (non-operated), which did not encounter commercial quantities of hydrocarbons. Woodside acquired new interests in the Nile Delta offshore Egypt and completed the Khendjer well (non-operated), which did not encounter hydrocarbons. In the Republic of the Congo, Woodside completed the unsuccessful Niamou well (non-operated). Woodside continued to optimise its exploration portfolio, exiting blocks no longer considered prospective. This included exiting the exploration acreage associated with Rufisque Offshore, Sangomar Offshore, and Sangomar Deep Offshore in Senegal, and initiating exit activities in Barbados and Red Sea Block 3 and Block 4 in Egypt. 1. Completion of the transaction is subject to customary conditions precedent, refer to section 3.1—Australian operations for details. 2024 ANNUAL REPORT39
NEW ENERGY OPPORTUNITIES As the energy transition progresses we will continue to deliver affordable, reliable energy and progress lower-carbon projects.40
3.7 OUR BUSINESS • NEW ENERGY OPPORTUNITIES New energy opportunities Complementing our investment in Beaumont New Ammonia and its potential to deliver future growth and value, Woodside is investing in new energy products and lower-carbon services to enable our base business and help our new and existing customers decarbonise. We take a disciplined approach to new investments that seeks to match the pace, scale and needs of our customers as they determine their own decarbonisation pathways. UNITED STATES Beaumont New Ammonia In September 2024, Woodside completed the acquisition of OCI’s Clean Ammonia Project in Beaumont, Texas. Beaumont New Ammonia is Woodside’s biggest investment in new energy1 and positions Woodside to be an early mover in the lower-carbon ammonia industry and meet growing global demand. First ammonia production is targeted for the second half of 2025 and lower-carbon ammonia production targeted for the second half of 2026.2 The acquisition represents a material step towards achieving our new energy and lower-carbon investment and abatement targets.3,4 Once in production, the project will be well placed to serve the US domestic market as well as European and Asia Pacific markets which are expected to lead adoption of lower-carbon ammonia due to increasing carbon cost requirements and stricter regulations. The configuration of the project means it has the potential to attract premium pricing when compared to conventional ammonia producers. H2OK H2OK is a proposed liquid hydrogen project to be located in Ardmore, Oklahoma, and is expected to produce up to 60 tonnes per day of liquid hydrogen by electrolysis. Woodside continues to take a disciplined approach to H2OK and has made a strategic decision to delay FID, prioritising Beaumont New Ammonia. Work will continue on improving project competitiveness, securing offtake and understanding the impacts of policy updates. Woodside is reviewing the final 45V Clean Hydrogen Production Tax Credit regulations released by the US Department of Treasury.AUSTRALIA H2Perth H2Perth is a proposed liquid hydrogen production facility to be located in Perth, Western Australia. In 2024, Woodside changed the H2Perth concept from hydrogen and ammonia production to liquid hydrogen only, following feedback from potential customers. Woodside signed a conditional offtake term sheet in 2024 with Keppel for the supply and purchase of liquid hydrogen, aimed at powering Keppel’s data centre facilities in Singapore. The sources of liquid hydrogen would include Woodside’s proposed production facilities, including H2Perth. Woodside is operator and holds a 100% participating interest. Hydrogen Refueller @H2Perth The Hydrogen Refueller @H2Perth is a self-contained hydrogen production, storage and refuelling station located in Perth, Western Australia. In 2024, all primary environmental approvals were secured for the project. Woodside awarded the major services contract which includes detailed engineering, construction, commissioning, and startup work scopes to enable progression towards being ready for startup. The project has received funding from the Hydrogen Fuelled Transport Project Funding Process as part of the Western Australian Government’s Renewable Hydrogen Strategy. Woodside is operator and holds a 100% participating interest. NeoSmelt The NeoSmelt project is a proposed direct reduced iron electric smelting furnace pilot plant to be located in Perth, Western Australia. Woodside will join BHP, Rio Tinto, and BlueScope as part of the NeoSmelt project and as energy supplier subject to finalising commercial arrangements.5Woodside is operator and holds a 100% participating interest. 1. Cumulative spend against the investment target at the end of 2024 includes 80% of the total $2,350 million for the Beaumont New Ammonia Project acquisition. The remaining 20% will be paid at Project completion 2. Production of lower-carbon ammonia is conditional on supply of carbon abated hydrogen and ExxonMobil’s CCS facility becoming operational. 3. Scope 3 emissions abatement capacity of 1.6 Mtpa CO -e assumes supply of carbon abated hydrogen and CCS operational for phase 1 of the Beaumont New Ammonia project. Woodside has made the assumption to estimate the avoided emissions through 2 the displacement of conventional marine fuel. Actual displaced emissions may differ based on actual use case. 4. Scope 3 targets are subject to commercial arrangements, commercial feasibility, regulatory and Joint Venture approvals, and third-party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Not guidance. Potentially includes both organic and inorganic investment. 5. Energy supply may include hydrogen, natural gas and electricity. 2024 ANNUAL REPORT41
CARBON SOLUTIONS Woodside is evaluating lower-carbon services including carbon capture and storage (CCS), carbon capture and utilisation (CCU), and investing in carbon credits to enable our base business, help our customers decarbonise, and deliver future value to shareholders.Carbon Capture and Storage Woodside, as a participant in various joint ventures, is involved in five greenhouse gas assessment permits (see section 6.5—Asset Facts). In 2023, Woodside entered into three non-binding memoranda of understanding to enable studies of a potential CCS value chain between Japan and Australia. Throughout 2024, these studies have progressed to form an understanding of the technical, economics, timing, and regulatory requirements to enable CCS value chains across borders.1 These proposed large-scale multi-user CCS hubs aimed at capturing carbon emitted by multiple industries are summarised below: Greenhouse GasOpportunity Angel Bonaparte South East Australia CCS Assessment Permit G-18-AP Location Offshore, North West Offshore, northern Australia Offshore, South East Offshore, North West Australia Australia Australia Interest 20% Operator2 21% Non-operator 50% Non-operator 30% Non-operator 2024 activities Progressed concept Progressed appraisal activities Continue to assess options Awarded Greenhouse Gas Assessment definition level of in the G-7-AP Assessment Permit associated with Greenhouse Permit G-18-AP, located in the Northern engineering, regulatory Area, including acquisition of the Gas Assessment Permit Carnarvon Basin, and commenced approvals, and customer West Peron marine 3D seismic G-19-AP, located in the regional geological and geophysical development activities. and the drilling of two appraisal Gippsland Basin. studies along with licensing of relevant wells. 3D seismic datasets. Carbon credits portfolio3 Carbon to products Woodside utilises carbon credits to offset gross equity Scope 1 Woodside is focused on collaborating with CCU technology and 2 GHG emissions that are above our net emissions reduction developers and is assessing opportunities to deploy their targets. As at 31 December 2024, Woodside manages a portfolio technologies to create value added products and also to evaluate of more than 20 million carbon credits from the Australian Carbon their potential in reducing our Scope 1 or 3 emissions. In 2024, Credit Unit (ACCU) scheme, Gold Standard and Verra.4,5 In relation Woodside continued to screen several approaches for CCU to our 2024 gross equity Scope 1 and 2 GHG emissions, 1,347,262 technologies. carbon credits have been retired. In 2024, we planted 3.2 million biodiverse seedlings in Western Australia as part of our Native Reforestation Project across 4,800 ha of land at Woodside owned properties. This brings our biodiverse carbon plantings in Australia to 8.9 million seedlings across 13,000 ha of land. In Paraguay, Woodside is funding the reforestation of 7,400 ha of land in the Chaco region. The Woodside portion of the project is expected to receive approximately 2.4 million carbon credits over 40 years. In Senegal, Woodside is funding the restoration of 7,000 ha of mangroves in the Sine Saloum and Casamance regions. Woodside is expected to receive approximately 1.8 million carbon credits from this project over 40 years. Ground preparation for seedling planting at Karakin, Western Australia 1. Refer to section 6.5 – Asset facts for information on our greenhouse gas assessment permits and for further information on Woodside’s CCS projects. 2. In December 2024, Woodside announced it will acquire Chevron’s 20% interest in the Angel CCS Project. After completion of the transaction, Woodside will hold a 40% interest and remain as operator. 3. Figures provided for seedlings, ha and carbon credit volume figures are approximate. 4. Portfolio volume excludes (1) carbon credits (held and expected to be received) from Woodside Pluto Carbon Offset Project Stages 1-4 held by Woodside Burrup Pty Ltd (2) retired credits and (3) carbon credits identified for sale or under review. 5. The carbon portfolio is dynamic. Volumes, methods and geography are subject to change. Portfolio volume includes Australian Carbon Credit Units and voluntary carbon market credits held, and expected to be delivered or generated up to 2060 under or in relation to: (i) third-party contracts entered into prior to 31 December 2025; or (ii) Woodside originated projects for which land has been purchased prior to 31 December 2025. Volumes reported on an unrisked basis. Unrisked volumes do not include an adjustment to such volumes to reflect any risk of non-delivery. Woodside does not make any claims in relation to the mitigation impact of carbon credits within the portfolio unless, and until, a credit is retired or surrendered (taken out of circulation and can no longer be sold). 42WOODSIDE ENERGY GROUP LTD
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GOVERNANCE Woodside’s commitment to corporate governance is critical to our strong and sustainable business performance. 87
4.1 GOVERNANCE • CORPORATE GOVERNANCE STATEMENT Corporate Governance Statement Woodside is committed to high levels of corporate governance and fostering a culture of ethical behaviour, integrity and respect.A key responsibility of the Board is the overall corporate governance of Woodside. This Corporate Governance Statement summarises the activities and processes underpinning the high standards of corporate governance followed by Woodside. Our focus at Woodside is not just on what we do, but how we do it. Everything we do is guided by Our Values, inspired by our purpose, and in accordance with a strong corporate governance architecture. We recognise that good corporate governance starts at the top. It is essential that Woodside is led by a Board that engages openly and productively with management and facilitates robust dialogue and constructive challenge in response to critical and emerging issues and risks faced by the business. The Nominations and Governance Committee (Committee) assists the Board with reviewing Board composition, performance and succession planning. An important factor in succession planning is to ensure that the Board has the right mix of Directors with the skills and experience to lead Woodside in accordance with high standards of corporate governance, and to identify and understand strategic opportunities and risk to deliver long-term sustainable value. This is particularly important given Woodside’s role in meeting the global challenge of supplying reliable, affordable and lower-carbon energy. Also relevant is continuity and corporate memory underpinning the decisions made by the Board and significant professional experience in our sector, especially given the long-term perspective required by the Directors. This is balanced by renewal of the Board to bring in new skills, experiences and perspectives. Richard Goyder, AO We have been actively renewing the membership of the Board and have appointed six directors since 2020. In 2024, we also changed Chairs of the Human Resources and Compensation Committee and the Audit and Risk Committee. The Committee works closely with the Board on recommendations relating to Woodside’s corporate governance policies, helping to inform the Board’s direction on corporate governance framework and practices. Another key responsibility of the Committee is to review and, where appropriate, enhance our corporate governance policies and practices. We frequently consider developments arising in the markets where Woodside securities are listed, being the Australian Securities Exchange (ASX) and New York Stock Exchange (NYSE). Our practices will evolve as we continually look to strengthen our governance framework in the context of our multi-jurisdictional business. Given our commitment to corporate governance and its direct link to creating and protecting shareholder value, I encourage you to read this Corporate Governance Statement. And, as always, we welcome your feedback.Richard Goyder, AOChair of the Nominations and Governance Committee 25 February 2025 88WOODSIDE ENERGY GROUP LTD
4.1.1 Corporate governance at Woodside Woodside’s corporate governance model is illustrated in the diagram below. The Woodside Management System (WMS) describes the Woodside way of working, enabling Woodside to understand and manage its business to achieve its objectives. It defines the boundaries within which Woodside employees and contractors are expected to work. The WMS establishes a common approach to how we operate, wherever the location. Stakeholders Board Audit & Risk Human Resources & Nominations & Sustainability Chief Executive Officer Committee Compensation Committee Governance Committee Committee Independent Assurance Management Governance and Assurance Strategy Authorities External Audit WOODSIDEMANAGEMENT SYSTEM Internal Audit Risk Management Including Woodside Operating Structure Values and Policies Woodside must comply with applicable provisions of the Corporations Act 2001 (Cth), ASX Listing Rules, and other relevant Australian and international laws, including the NYSE Listed Company Manual and US securities laws applicable to Woodside as a foreign private issuer. This Corporate Governance Statement (Statement) reports on Woodside’s key governance principles and practices. The ASX Listing Rules require Woodside to report on the extent to which it has followed the Corporate Governance Recommendations contained in the fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations (ASXCGC Recommendations). The NYSE Listing Rules and US securities laws also require Woodside to report on its governance arrangements and governance code.The ASXCGC Recommendations are publicly available at https:// www.asx.com.au/documents/asx-compliance/cgc-principles- and-recommendations-fourth-edn.pdf. The ASXCGC Recommendations are not incorporated by reference to this Statement. As shown in this Statement, throughout the year, Woodside complied with all ASXCGC Recommendations. Woodside is also subject to certain governance requirements of the NYSE and the SEC. The section ‘Differences from NYSE corporate governance requirements’ provides further information. The Statement is current as at 25 February 2025 (unless otherwise specified) and has been approved by the Board. All Board and Committee Charters and copies of the policies and documents referred to in this Statement are available on the Corporate Governance and Policies section of our website at woodside.com. 2024 ANNUAL REPORT89
4.1.2 Board of Directors BOARD ROLE AND RESPONSIBILITIES The Woodside Energy Group Ltd Constitution provides that the business and affairs of Woodside are to be managed by or under the direction of the Board. The central role of the Board is to set Woodside’s strategic direction, to select and appoint a Chief Executive Officer (CEO) and to oversee Woodside’s management and business activities. The Board’s role, powers, duties and functions are formalised in a Board Charter. The Charter sets out the matters and functions that are specifically reserved to the Board and the powers that are delegated to the CEO and management. The Board Charter and the delegation of Board authority to the CEO and management are reviewed regularly. Some of the key activities of the Board undertaken during the year include overseeing:• The review of Woodside’s strategy and providing input and guidance including on management’s execution of strategy • Monitoring the potential impacts of certain macroeconomic and geopolitical events on the global energy market • Woodside’s plans to support its emissions targets and goals • Management’s response to key safety events, including the tragic death of an employee of one of OCI’s construction contractors at the Beaumont New Ammonia site1 • Management’s response to policy and regulatory developments, including legal challenges to regulatory decision making in Australia • The acquisition of OCI Clean Ammonia Holding B.V. and its1.1 Mtpa lower-carbon ammonia project in Beaumont, Texas• The sale of a 15.1% non-operating participating interest in the Scarborough Joint Venture to JERA2 • The acquisition of Tellurian Inc. and its US Gulf Coast Driftwood LNG development opportunity • The acquisition of Chevron’s interests in the North West Shelf (NWS) Project, the NWS Oil Project and the Angel Carbon Capture and Storage (CCS) Project, in exchange for Woodside’s interests in the Wheatstone Project and the Julimar-Brunello Project3 • The progression of CCS studies and the H2OK hydrogen project • The progression of the Scarborough Energy Project • The progression of the Trion Project • The commencement of production from the Sangomar Project • The appointment of two new Directors to the Board • The appointment of a new Group Company Secretary • Revisions to the leadership structure and Executive Leadership Team effective August 20244 • Woodside’s de-listing from the London Stock Exchange.5 BOARD COMPOSITION The Woodside Energy Group Ltd Constitution provides that Woodside Energy Group Ltd is not to have more than 12, nor less than three Directors. At the date of this report, the Board is comprised of 10 independent Non-Executive Directors and the CEO. The following page shows each of the current Directors and those Directors who served during the year and the date of their appointment as a Director. 1. OCI’s investigation into the incident is ongoing at this time. 2. The transaction completed on 31 October 2024 as announced on the same date. 3. Completion of the transaction is subject to customary conditions precedent, including applicable State and Federal regulatory approvals, relevant third-party consents and pre-emption rights of the continuing joint venture participants. 4. Details of Woodside’s senior executives are set out in section 4.1.4 – Executive Leadership Team. 5. As announced on 16 October 2024, as of 08:00 (GMT) on 20 November 2024, Woodside delisted from the London Stock Exchange (LSE). Information about Woodside’s material activities as previously disclosed to the LSE are available on Woodside’s website. 90WOODSIDE ENERGY GROUP LTD
Richard Goyder, AO BCom, FAICD Chair: Chair since April 2018. Term of office: Director since August 2017, reelection required at AGM in 2027.Independent: Yes Country of residence: Australia Experience: Mr Goyder spent 24 years with Wesfarmers Limited, where he served as Managing Director and Chief Executive Officer from 2005 to late 2017. Mr Goyder also served as Chair of the Australian B20 (the key business advisory body to the international economic forum which includes business leaders from all G20 economies) from February 2013 to December 2014. Committee membership: Chair of the Nominations & Governance Committee. Attends other Board Committee meetings. Current directorships/other interests: Chair: Perron Group (from March 2025), Channel 7 Telethon Trust (since 2018), West Australian Symphony Orchestra (WASO) (since 2018) and Australian Football League Commission (since 2017). Other directorships of listed entities within the past three years: Qantas Airways Limited (2018 until September 2024).Meg O’Neill BSc (Ocean Engineering), BSc (Chemical Engineering), MSc (Ocean Systems Management) CEO and Managing Director Term of office: Director since August 2021.Independent: No Country of residence: Australia Experience: Ms O’Neill joined Woodside in 2018 and has performed a number of senior executive positions including Chief Operations Officer, Executive Vice President Development and Executive Vice President Development and Marketing. From April 2021 to August 2021, Ms O’Neill was acting CEO until she was formally appointed to the position. Prior to joining Woodside, Ms O’Neill spent 23 years with ExxonMobil in a variety of technical, operational and senior leadership roles. Committee membership: Attends Board Committee meetings. Current directorships/other interests: Chair: Australian Energy Producers (since 2022). Director: American Petroleum Institute (API) (since 2022), WA Venues & Events Pty Ltd (WAVE) (since 2019), West Australian Symphony Orchestra (WASO) (since 2019), Business Council of Australia (since November 2024) and Reconciliation Western Australia (from 2021 until December 2024). Member: Chief Executive Women, National Petroleum Council (US) and UWA Business School Advisory Board (resigned January 2025). Other: Honorary Governor of the American Chamber of Commerce (AmCham). Other directorships of listed entities within the past three years: Nil.Larry Archibald BSc (Geosciences), BA (Geology), MBA Term of office: Director since February 2017, re-election required at AGM in 2026.Independent: Yes Country of residence: USA Experience: Mr Archibald previously worked at ConocoPhillips, where he spent eight years in senior executive positions including Senior Vice President, Business Development and Exploration and Senior Vice President, Exploration. Prior to joining ConocoPhillips, Mr Archibald spent 29 years at Amoco from 1980 to 1998 and BP from 1998 to 2008 in various positions including leading exploration programs covering many world regions. Committee membership: Audit & Risk, Sustainability and Nominations & Governance Committees. Current directorships/other interests: Chair: University of Arizona Geosciences Advisory Board (since 2019). Other directorships of listed entities within the past three years: Nil. 2024 ANNUAL REPORT91
Ashok Belani MS EngineeringTerm of office: Director since January 2024, reelection required at AGM in 2027.Independent: Yes Country of residence: USA Experience: Mr Belani joined SLB (formerly Schlumberger) in 1980 and served as a senior executive of SLB from 2011 until his retirement in 2022. Mr Belani held several senior executive roles at SLB including President Reservoir Characterization, and Executive Vice President Technology. Most recently, he served as SLB’s Executive Vice President New Energy where he was responsible for deploying differentiated technologies and practices to decarbonise exploration and production operations, and the development of new avenues of growth in emerging markets with carbon-neutral technologies. Mr Belani continues to work as a senior advisor to SLB. Committee membership: Member of the Sustainability, Audit & Risk and Nominations & Governance Committees. Current directorships/other interests: Director: Gentari Sdn. Bhd. (since 2023), Enervenue, Inc. (since 2021) and AMGreen Group (since 2024). Member: Board of AStar, the agency for science and technology for the Government of Singapore. Other directorships of listed entities within the past three years: Nil.Arnaud Breuillac MSc EngineeringTerm of office: Director since March 2023, reelection required at AGM in 2026.Independent: Yes Country of residence: France Experience: Mr Breuillac had a 40-year career with TotalEnergies SE, including as President Middle East, Senior Vice President E&P, Continental Europe and Central Asia, and seven years as President Exploration & Production before his retirement at the end of 2021. From 2021 to 2022, Mr Breuillac continued as senior advisor to the Chair and Chief Executive Officer of TotalEnergies. Committee membership: Chair of the Human Resources & Compensation Committee. Member of the Sustainability and Nominations & Governance Committees. Current directorships/other interests: Director: Trident Energy Ltd (since 2022) and Géosel Manosque SAS (since 2022). Member: Board of ACL (Association des diplomes de l’ECL). Other: President of ECL (Ecole Centrale de Lyon) Endowment Fund. Other directorships of listed entities within the past three years: Nil.Swee Chen Goh BSc (Information Science), MBA Term of office: Director since January 2020, reelection required at AGM in 2026.Independent: Yes Country of residence: Singapore Experience: Ms Goh joined Shell in 2003 and was the Chair of Shell Companies in Singapore from 2014 until her retirement in 2019. During her tenure at Shell, Ms Goh served on the boards of a number of Shell joint ventures in China, Korea and Saudi Arabia. Prior to joining Shell, Ms Goh worked at Procter & Gamble and IBM. Committee membership: Member of the Human Resources & Compensation, Sustainability and Nominations & Governance Committees. Current directorships/other interests: Chair: Nanyang Technological University (since 2021) and National Arts Council (since 2019). Director: Carbon Solutions Holdings Pte Ltd (since 2022), Carbon Solutions Platform Pte Ltd (since 2022), Carbon Solutions Investments Pte Ltd (since 2022), Carbon Solutions Services Pte Ltd (since 2022), JTC Corporation (since 2022), Singapore Airlines Ltd (since 2019), Singapore Power Ltd (since 2019), Resilience Collective Singapore (since 2019) and Honour Singapore (since 2021). Member: Singapore Legal Services Commission, Centre for Liveable Cities Advisory Panel and Singapore Research, Innovation and Enterprise Council. Other directorships of listed entities within the past three years: CapitaLand Investment Limited (2017 to 2022). 92WOODSIDE ENERGY GROUP LTD
Ian Macfarlane Former Australian Federal Minister (Resources; Energy; Industry and Innovation), FAICD Term of office: Director since November 2016, re-election required at AGM in 2026.Independent: Yes Country of residence: Australia Experience: Mr Macfarlane was Australia’s longest serving Federal Resources and Energy Minister, and the Coalition’s longest serving Federal Industry and Innovation Minister, with over 14 years of experience in both Cabinet and shadow ministerial positions. Prior to entering politics, Mr Macfarlane was the President of the Queensland Graingrowers Association from 1991 to 1998 and the President of the Grains Council of Australia from 1994 to 1996. Committee membership: Member of the Human Resources & Compensation, Sustainability and Nominations & Governance Committees. Current directorships/other interests: Director: Australian Composites Manufacturing Cooperative Research Centre (previously Sovereign Manufacturing Automation for Composites Cooperative Research Centre) (since 2023). Member: Fellow of the Australian Institute of Company Directors and Toowoomba Community Advisory Committee of the University of Queensland Rural Clinical School. Other directorships of listed entities within the past three years: Nil.Angela Minas MBA Finance and Accounting, BA Managerial Studies Term of office: Director since April 2023, re- election required at AGM in 2026.Independent: Yes Countries of residence: Greece and USA Experience: Ms Minas is an experienced financial executive with strong capital markets experience, including six years as a public company Chief Financial Officer (CFO) and Chief Accounting Officer at Constellation Energy Partners LLC and CFO at DCP Midstream LLC. Ms Minas spent the first 20 years of her career in financial advisory and management consulting, including as Arthur Andersen’s Partner leading the North American oil and gas consulting practice and at Leidos (formerly known as SAIC) as Senior VP, global consulting leader. Committee membership: Member of the Audit & Risk, Sustainability and Nominations & Governance Committees. Current directorships/other interests: Director: Vallourec S.A. (since 2021). Member: Rice University Business School Board of Advisors, National Association of Corporate Directors, Women Corporate Directors. Other directorships of listed entities within the past three years: Westlake Chemical Partners (2016 to 2023) and Crestwood Equity Partners L.P. (2022 to 2023).Tony O’Neill BAS (Mining Technology), MBA Term of office: Director since June 2024, election required at AGM in 2025.Independent: Yes Countries of residence: Australia and United Kingdom Experience: Mr O’Neill joined Anglo American in 2013 and retired in 2022 as Group Technical Director. Mr O’Neill served on the boards of a number of Anglo American subsidiaries including Anglo American Plc, Anglo American Platinum and De Beers. During the course of his career, Mr O’Neill has been involved in many technology ventures and mining industry sustainability initiatives. Committee membership: Member of the Audit & Risk, Sustainability and Nominations & Governance Committees. Current directorships/other interests:Director: Nil. Member: Fellow of the Royal Academy of Engineering (UK) and the Institute of Materials, Minerals and Mining (UK). Other directorships of listed entities within the past three years: Anglo American Plc (2013 to 2022).2024 ANNUAL REPORT93
Ann Pickard BA, MA Term of office: Director since February 2016, reelection required at AGM in 2025.Independent: Yes Country of residence: USA Experience: Ms Pickard joined Shell in 2000 and served in a number of senior executive positions including as the Director, Global Business and Strategy and as a member of the Shell Gas & Power Executive Committee. Ms Pickard retired from Shell in 2016. Prior to joining Shell, Ms Pickard spent 11 years with Mobil before its merger with Exxon in 1999. Committee membership: Chair of the Sustainability Committee. Member of the Human Resources & Compensation and Nominations & Governance Committees. Current directorships/other interests: Director: Noble Corporation Plc. (from 2021 until May 2025) and KBR Inc (since 2015). Member: University of Wyoming Foundation Board. Other directorships of listed entities within the past three years: Nil.Ben Wyatt LLB, MScTerm of office: Director since June 2021, reelection required at AGM in 2025.Independent: Yes Country of residence: Australia Experience: Mr Wyatt served in the Western Australian Legislative Assembly for 15 years, including as the Western Australian Treasurer and Minister for Finance, Energy, Aboriginal Affairs and Lands. Additionally, Mr Wyatt held various shadow cabinet portfolios including Shadow Treasurer (2008 to 2017) and responsibility for Native Title and the Pilbara. Prior to entering Parliament, Mr Wyatt practised as a lawyer in both private practice and with the Western Australian Office of the Director of Public Prosecutions. Committee membership: Chair of the Audit & Risk Committee. Member of the Human Resources & Compensation and Nominations & Governance Committees. Current directorships/other interests: Director: Rio Tinto Ltd (since 2021), West Coast Eagles (since 2021), Perth International Arts Festival (since 2021) and Telethon Kids Institute (since 2021). Member: UWA Business School Advisory Board, Australian Institute of Company Directors and Australian Capital Equity Pty Ltd Advisory Committee Board. Other directorships of listed entities within the past three years: APM Group (2022 until 2024). Frank Cooper, AO BCom, FCA, FAICD Independent: YesExperience: Mr Cooper retired on 24 April 2024 after having served more than 11 years on Woodside’s Board of Directors. Throughout his tenure, Mr Cooper served on a number of Woodside Board Committees including as Chair of the Audit & Risk Committee and as a member of the Human Resources & Compensation and Nominations & Governance Committees.Gene Tilbrook BSc, MBA, FAICD Independent: YesExperience: Mr Tilbrook retired on 28 February 2024 after having served more than nine years on Woodside’s Board of Directors. Mr Tilbrook served on a number of Woodside Board Committees as a member of the Audit & Risk, Human Resources & Compensation (of which he was appointed Chair from 2019 to 2023) and Nominations & Governance Committees. Woodside acknowledged Mr Tilbrook’s significant contribution to the company on his passing in August 2024. 94WOODSIDE ENERGY GROUP LTD
DIRECTOR AND SENIOR EXECUTIVE APPOINTMENT, INDUCTION TRAINING AND CONTINUING EDUCATION All new Non-Executive Directors are required to sign a letter of appointment which sets out the key terms and conditions of their appointment, including duties, rights and responsibilities, the time commitment envisaged, and the Board’s expectations regarding their involvement with committee work. Executive Directors and other senior executives enter into employment agreements which govern the terms of their employment. Woodside undertakes extensive background and screening checks prior to appointing senior executives. Details of Woodside’s senior executives are set out in section 4.1.4 – Executive Leadership Team. Woodside also undertakes extensive background and screening checks prior to nominating a Director for election by shareholders, including checks as to character, experience, education, criminal record and bankruptcy history. Woodside provides to shareholders all material information in its possession concerning the Director standing for election or re-election in the explanatory notes accompanying the notice of meeting. Induction training is provided to all new Directors. It includes a comprehensive induction manual, discussions with the CEO and senior executives, and the option to visit Woodside’s principal operations either upon appointment or with the Board during future site tours. Directors complete questionnaires annually to facilitate the Board’s assessment of each Director’s skills and knowledge required todischarge their obligations to Woodside. The Board considers at least annually the need for new and existing Directors to undertake professional development to develop and maintain the skills and knowledge needed to perform their role as Directors effectively, and provides Directors the opportunity to develop and maintain the required skills and knowledge. Directors attend continuing professional education sessions, including industry seminars and approved education courses, which are paid for by Woodside, where appropriate. DIRECTOR REMUNERATION Details of remuneration paid to Directors (Executive and Non-Executive) are set out in the 2024 Remuneration Report in section 4.3 – Remuneration Report. The Remuneration Report also contains information on Woodside’s policy and practice for determining the nature and amount of remuneration for Non-Executive Directors, Executive Directors and senior executives and the relationship between the policy and company performance. BOARD ACCESS TO INFORMATION AND INDEPENDENT ADVICE Subject to the Directors’ Conflict of Interest Policy, Directors have direct access to members of company management and to company information in the possession of management. Directors are entitled to obtain independent legal, accounting or other professional advice at Woodside’s expense where a request for such advice is approved by the Chair. In the case of a request made by the Chair, approval is required by a majority of the Non-Executive Directors. Director attendance at meetings Directors in office, Committee membership and Directors’ attendance at meetings during 2024 Human Resources Nominations Director Board Audit & Risk & Compensation Sustainability & Governance Held1 Attended2 Held1 Attended2 Held1 Attended2 Held1 Attended2 Held1 Attended2 Executive Director Meg O’Neill 13 13 8 5 4 5 Non-Executive Director Larry Archibald 13 13 8 8 5 4 4 5 5 Ashok Belani3 13 12 8 8 5 4 3 5 4 Arnaud Breuillac 13 13 8 5 5 4 4 5 5 Swee Chen Goh 13 10 6 5 5 4 4 5 5 Richard Goyder 13 13 8 5 4 5 5 Ian Macfarlane 13 13 8 5 5 4 4 5 5 Angela Minas 13 13 8 8 5 4 4 5 5 Tony O’Neill3 8 8 5 3 2 2 2 3 3 Ann Pickard 13 13 7 5 5 4 4 5 5 Ben Wyatt 13 12 8 8 5 5 4 5 5 Frank Cooper4 5 5 2 2 2 2 1 1 2 2 Gene Tilbrook4 3 3 2 2 2 2 1 1 1 1 Current Chair Current Member Retired 1. ‘Held’ indicates the number of meetings held during the period of each Director’s tenure. Where a Director is not a member but attended meetings during the period, then only the number of meetings attended rather than held is shown. 2. ‘Attended’ indicates the number of meetings attended by each Director, during the period of each Director’s tenure. All Directors are entitled to and generally attend meetings of the standing Committees. 3. Mr Belani was appointed on 29 January 2024 and Mr O’Neill was appointed on 3 June 2024. 4. Mr Cooper retired at the 2024 Annual General Meeting on 24 April 2024 and Mr Tilbrook retired on 28 February 2024. 2024 ANNUAL REPORT95
BOARD PERFORMANCE EVALUATION The Nominations & Governance Committee is responsible for determining the process for evaluating Board performance. Board performance evaluations are conducted annually. In 2024, an external consultant was engaged to conduct a Board performance evaluation. The evaluation process involves questionnaires and interviews with Directors. The report on Board and Committee performance is provided to all Directors and discussed by the Board. The report on the Chair’s performance is provided to the Chair and two Committee Chairs for discussion. A report on each individual Director is also provided to the individual and to the Chair. The Chair meets individually with each Director to discuss the findings of their report. The Board, through the Nominations & Governance Committee, considers and discusses the final report in detail. The performance of each Director retiring at the next AGM is taken into account by the Board in determining whether or not the Board should support the re-election of the Director. The Directors seeking re-election will be asked to reconfirm that they have sufficient time to meet their responsibilities. The Human Resources & Compensation Committee reviews and makes recommendations to the Board on the criteria for the evaluation of the performance of the CEO. The Board conducts the evaluation of the performance of the CEO and considers senior executive succession planning. In 2024, performance evaluations for the Board, its Committees, Directors and senior executives took place in accordance with the process disclosed above, and in the section on ‘Performance evaluation of Executive Leadership Team’ on page 103 and in the Remuneration Report. DIRECTORS’ RETIREMENT AND RE-ELECTION The Woodside Energy Group Ltd Constitution sets out the requirements for the retirement and re-election of Directors. With the exception of the CEO/Managing Director, Directors must retire at the third AGM following their election or most recent re-election. At least one Director must stand for election at each AGM. Board support for a Director’s re-election is not automatic and is subject to satisfactory Director performance and assessment of overall Board composition and capabilities. DIRECTOR INDEPENDENCE In accordance with the Policy on Independence of Directors, the Board assesses independence with reference to whether a Director is non-executive, not a member of management and is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement. In making this assessment, the Board considers all relevant facts and circumstances. In particular, the Board focuses on the factors relevant to assessing the independence of a Director set out in Box 2.3 of the ASXCGC Recommendations. The Board has reviewed the independence of each of the Non-Executive Directors in office at the date of this Statement anddetermined that they are all independent. The CEO, Meg O’Neill, is not considered independent as she is an Executive Director and a member of management. CONFLICTS OF INTEREST The Board has approved a Directors’ Conflict of Interest Policy which applies if there is, or may be, a conflict between the personal interests of a Director, or the duties a Director owes to another company, and the duties the Director owes to Woodside. Directors are required to disclose circumstances that may affect, or be perceived to affect, their ability to exercise independent judgement so that the Board can assess independence on a regular basis. Under the Woodside Energy Group Ltd Constitution, Directors must comply with the Corporations Act 2001 (Cth) in relation to disclosure and voting on matters involving material personal interests. Subject to the Corporations Act 2001 (Cth): • a Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter in which that Director has an interest. • Woodside may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of Woodside. • the Director may retain benefits under the transaction even though the Director has an interest. • Woodside cannot avoid the transaction merely because of the existence of the interest. AREAS OF COMPETENCE AND SKILLS OF THE BOARD OF DIRECTORS Each year, the Board, on the recommendation of the Nomination & Governance Committee, reviews and determines the composition and size of the Board, including succession plans, such that the Non-Executive Directors collectively bring the skills, knowledge and experience necessary to direct Woodside going forward. To assist with this review, each year the Nomination & Governance Committee evaluates and adopts a Director competencies matrix that the Committee determines is appropriate for Woodside’s operations, strategy and risks. In 2024, Directors were asked to confirm their competencies against the competencies matrix, through a process coordinated by an external consultant. As part of this process, three classifications were established for each competency, being ‘Expert/ Advanced’ and ‘General’ and ’Limited’, along with criteria for each of these classifications. Directors then participated in interviews facilitated by the external consultant, who assisted in the calibration of each Director’s individual competence and skill. Based on the outcome of the 2024 review, the Board considers that they collectively have a combination of skills and experience which are necessary to direct Woodside in accordance with high standards of corporate governance and oversee Woodside’s management and business activities. The Director competencies matrix and the outcome of the 2024 review are set out below. The Board also uses this competencies matrix to identify potential areas of focus for Director recruitment and to identify any professional development opportunities that may benefit Directors. 96WOODSIDE ENERGY GROUP LTD
Director competencies matrix 2024 Area of Competence and Skill Description Results Leadership and Culture Business leadership Senior leadership in a large and complex organisation Public listed company experience Senior leadership in a public listed company Woodside values and behaviours Alignment with Woodside’s Values Finance Financial acumen, accounting and Qualifications in finance disciplines and has senior executive or equivalent audit experience in financial accounting and reporting and internal financial controls Insurance Experience in material insurance activities and strategy in a public listed company or large and complex organisation Taxation Understanding material taxation implications in the oil and gas industry, or similarly complex industries Business Strategy Corporate financing and treasury Senior executive or equivalent experience or background in corporate financing and/or treasury management Business strategy Record of development and oversight of business strategy and competitive business analysis Capital projects Experience or background in capital intensive and long-term projects and investments Commercial Gas/LNG marketing Experience in marketing of oil and gas products including an understanding of Woodside’s value chain Mergers and acquisitions Experience in merger and acquisition transactions raising complex financial, regulatory and operational issues Business development Experience in customer and supplier relationships and in new business opportunities Legal and regulatory compliance Experience in ensuring compliance with laws and regulations applicable to Woodside business activity US regulatory compliance Experience in US SEC reporting and SOX requirements Risk management Experience in recognising and managing risks which have the potential to materially impact the achievement of business objectives Sustainability and Stakeholder Management Health and safety Relevant experience in workplace health and safety and process safety including controlling risks and impacts across the value stream Community relations Experience in engagement with a range of key stakeholders at national, regional and local levels, including First Nations peoples, government, community and non-government organisations Corporate governance Experience in the management of the highest standards of corporate governance Environment Experience in the management of environmental performance including managing resources and emissions and understanding potential environmental risks and opportunities, including those related to nature and biodiversity Public and regulatory policy Experience in government affairs and public and regulatory policy Climate Change Policy and legal risks Experience in navigating policy reforms that promote adaptation to and mitigation of climate change. Experience in managing climate change risks including uncertainty surrounding future regulatory frameworks Market Experience in managing climate change risks and opportunities including changes in product markets, capital markets and supply chains Technology Experience in overseeing technological improvements or innovations that support the transition to a lower-carbon economy Reputation Experience in managing climate change risks including increased stakeholder expectations, and the ability to attract and retain talent Expert/Advanced General Limited 2024 ANNUAL REPORT97
Director competencies matrix 2024 Area of Competence and Skill Description Results People and Capability People and culture Experience in people management and succession planning, performance and organisational culture Industrial relations Experience in industrial relations Remuneration Experience in remuneration policy and application including linking remuneration to strategy Industry Oil and gas experience Experience in exploration, development, or operations in the oil and gas industry Major projects Experience in successfully delivering large projects New energy, lower-carbon services Experience in new and emerging energy products, lower-carbon services and and renewables renewables industries and businesses Technology Track record of successfully delivering technology strategy to maintain competitive advantage Digital and innovation Experience in using digital as a value enabler and implementing and reviewing business transforming technology and innovation strategies including artificial intelligence Cybersecurity Experience in managing cybersecurity risks and digital disruption International International oil and gas exploration, Experience in identifying, acquiring, developing and exploring reserves in development and production international jurisdictions International experience Experience in regions and countries related to Woodside’s strategy and activities Expert/Advanced General Limited The Board supplements its expertise with internal and external subject matter experts as appropriate (for example, regular attendance at Board meetings by relevant executives and other independent advisers). The Sustainability Committee received regular briefings and education on climate change from Woodside’s senior executive responsible for climate change, to inform its oversight of related matters with input from climate change science and expert advice. CHAIR The Chair of the Board, Richard Goyder, is an independent, Non-Executive Director and an Australian resident and citizen. The Chair is responsible for leadership and effective performance of the Board and for the maintenance of relations between the Directors and management which are open, cordial and conducive to productive cooperation, and which facilitate robust dialogue, debate and constructive challenge in response to key issues and emerging risks. The Board has arrangements in place to ensure ongoing leadership if unforeseen circumstances mean Mr Goyder is not available. Mr Goyder’s office is located in Woodside’s headquarters in Perth, Western Australia. The Non-Executive Directors are satisfied that Mr Goyder commits the time necessary to discharge his role effectively. The Chair’s responsibilities are set out in more detail in the Board Charter. COMPANY SECRETARIES Details of the Company Secretaries are set out in section 4.2 – Directors’ report – Company Secretaries. All Directors have direct access to the Company Secretaries who are accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board and its Committees. The Company Secretaries’ responsibilities are set out in more detail in the Board Charter. BOARD SUCCESSION PLANNING The Board manages its succession planning with the assistance of the Nominations & Governance Committee which annually reviews the size, composition and diversity of the Board. In conducting the review, the Board skills matrix and the tenure of each Director is considered. The Nominations & Governance Committee is also responsible for evaluating Board candidates and recommending individuals for appointment to the Board. The Committee evaluates prospective candidates against a range of criteria including the skills, experience, expertise and diversity that will best complement Board effectiveness at the time. The Board may engage an independent recruitment firm to undertake a search for suitable candidates. The section on the ‘Board composition’ contains information about recent changes to the Board’s composition. 98WOODSIDE ENERGY GROUP LTD
4.1.3 Board Committees The Board has four standing committees to assist in the discharge of its responsibilities. The Committees operate principally in a review or advisory capacity, except in cases where powers are specifically conferred on a Committee by the Board. Each Committee has a Charter, detailing its role, duties and membership requirements. The Committee Charters are reviewed regularly and updated as required. Membership of the Committees is based on Directors’ qualifications, skills and experience. Each Standing Committee is comprised of: The Audit & Risk Committee, the Human Resources & Compensation Committee and the Sustainability Committee have additional membership requirements as set out in their respective Charters. Each Committee is entitled to seek information from any employee of Woodside and to obtain any professional advice it requires in order to perform its duties. All Directors are entitled to and generally attend meetings of the Standing Committees. Directors’ attendance at Board and Committee meetings can be found on page 95. • only Non-Executive Directors • at least three members, the majority of whom are independent • a Chair appointed by the Board who is one of the independent Non-Executive Directors. Audit & Risk Committee Assists with overseeing Woodside’s financial reporting, compliance with legal and regulatory requirements, risk management and the internal and external audit functions in accordance with the Committee Charter. Members • Ben Wyatt (Committee Chair from 25 April 2024, following the retirement • Angela Minas of Frank Cooper) • Tony O’Neill (from June 2024) • Larry Archibald • Ashok Belani (from January 2024) Some of the 2024 key activities undertaken by the Committee include: • Overseeing developments in accounting, financial reporting and taxation • Reviewing the Group’s key risks and management of contemporary and relevant to Woodside emerging risks such as cybersecurity, conduct risk, technology and • Reviewing significant accounting policies and practices innovation, privacy and data breaches, sustainability and climate change • Reviewing and making recommendations to the Board for the adoption of • Overseeing matters and informing the Board of any material concerns the Group’s half-year and annual Financial Statements raised under the Code of Conduct, the Anti-Bribery and Corruption Policy and the Whistleblower Policy which call into question the culture of the • Approving the fees and reviewing the external auditor’s scope and plan organisation for the 2024 external audit, considering and approving non-audit services • Reviewing and endorsing amendments to the Reserves and Resources provided by the external auditor and reviewing the independence and Policy, Code of Conduct and the Whistleblower Policy performance of the external auditor • Reviewing Internal Audit reports and material post-investment reviews • Undertaking ongoing shareholder and other external and internal and approval of the 2025/2026 Internal Audit program stakeholder engagement • Overseeing the ongoing integration activities in connection with the • Informing the Board of Woodside’s compliance with material legal and merger with BHP Petroleum including Sarbanes-Oxley compliance and regulatory requirements and any conduct that is materially inconsistent monitoring SAP S/4 HANA migration with Woodside’s Values or Code of Conduct. • Overseeing the ongoing integration activities in connection with Woodside’s acquisition of Tellurian Inc. and OCI Clean Ammonia Holding B.V. • Reviewing Woodside’s future dividend approach and operation of the distributable profits reserve Audit committee financial expert Woodside’s Board has determined that Angela Minas, who currently serves as a member of the Audit & Risk Committee, meets the audit committee financial expert requirements under SEC Rules. The Board has also determined that she is independent under applicable NYSE Listing Rules. 2024 ANNUAL REPORT99
Nominations & Governance Committee Assists the Board with reviewing Board composition, performance and succession planning, including identifying, evaluating and recommending candidates for the Board in accordance with the Committee Charter. Members • Richard Goyder (Committee Chair) • Ian Macfarlane • Larry Archibald • Angela Minas • Ashok Belani (from January 2024) • Tony O’Neill (from June 2024) • Arnaud Breuillac • Ann Pickard • Swee Chen Goh • Ben Wyatt Some of the 2024 key activities undertaken by the Committee include: • Identifying and recommending to the Board new Directors to join the • Overseeing Board succession planning Woodside Board in 2024 • Recommending to the Board Directors for re-election • Reviewing the size and composition of the Board • Recommending for Board approval the Woodside Corporate Governance • Reviewing the Director skills and competencies matrix Statement • Reviewing the Directors’ material interests • Approving the process for the annual Board performance evaluation • Reviewing Woodside’s governance framework and practices. Human Resources & Compensation Committee Assists with establishing human resources and compensation policies and practices in accordance with the Committee Charter. Members • Arnaud Breuillac (Committee Chair) • Ann Pickard • Swee Chen Goh • Ben Wyatt • Ian Macfarlane Some of the 2024 key activities undertaken by the Committee include: • Considering industrial relations issues relevant to Woodside’s onshore • Reviewing Woodside’s remuneration policies globally and practices and and offshore assets considering advice on the remuneration of Woodside’s key management • Approving changes to the leadership structure, including the personnel appointment and remuneration packages of executives reporting directly • Reviewing Woodside’s recruitment and retention strategies to the CEO • Oversight of programs to assess and monitor culture (such as survey • Considering Woodside’s organisation design and policy changes required findings), including across all areas of our Integrated Culture Framework to meet changing regulatory requirements (values, safety, risk and compliance) • Overseeing amendments to Woodside’s employee and executive equity • Reviewing progress against the 2021-2025 Inclusion and Diversity plans strategy and consideration of global differences • Overseeing Woodside’s response to Australian and US legislative and • Reviewing and making recommendations to the Board on: corporate governance developments, including Workplace Gender › remuneration of Non-Executive Directors Equality Agency legislation reforms, and stakeholder feedback, in › remuneration of the CEO relation to employment and remuneration matters relevant to Woodside › criteria for the evaluation of the CEO’s performance • Reviewing and endorsing amendments to the Remuneration Policy › incentives payable to the CEO › employee equity-based plans › the annual Remuneration Report. 100WOODSIDE ENERGY GROUP LTD
Sustainability Committee Assists the Board in meeting its oversight responsibilities in relation to Woodsides’s sustainability policies and practices in accordance with the Committee Charter. Members • Ann Pickard (Committee Chair) • Swee Chen Goh • Larry Archibald • Ian Macfarlane • Ashok Belani (from January 2024) • Angela Minas • Arnaud Breuillac • Tony O’Neill (from June 2024) Some of the 2024 key activities undertaken by the Committee include: • Overseeing Woodside’s response to key safety events • Considering Woodside’s management of climate change risk and • Overseeing Woodside’s in-year Scope 1 and 2 GHG emissions opportunities performance, and its plans for meeting emissions reduction targets • Overseeing and reviewing the performance of Woodside’s Climate • Reviewing Woodside’s environmental performance, including major Transition Action Plan incident prevention • Overseeing and reviewing the preparation of the 2024 Climate Update, • Overseeing the Group’s health and personal safety performance and approach to climate-related disclosures • Considering for Board approval Woodside’s approach to climate • Keeping up to date with Woodside’s implementation plan in relation to reporting its involvement in the Oil & Gas Methane Partnership 2.0 (OGMP 2.0) and the UN Environment Program • Overseeing Woodside’s process safety performance including major • Considering First Nations affairs, including cultural heritage and land incident prevention access matters • Reviewing Woodside’s quality management • Reviewing Woodside’s activities supporting local content in our supply • Considering security and emergency management performance, chain including major incident prevention and response and business • Overseeing Woodside’s social performance and social contribution in our continuity host communities • Reviewing delivery against Woodside’s 2021-2025 Reconciliation Action • Reviewing Woodside’s reputational performance and issues of Plan significance to our communities and stakeholders • Overseeing publication of the Reconciliation Action Plan Report 2023 • Endorsing for Board approval Woodside’s Modern Slavery Statement 2023 and reviewing related human rights issues. 2024 ANNUAL REPORT101
4.1.4 Executive Leadership TeamMark Abbotsford Executive Vice President and Chief Commercial Officer1 BEc (Hons), MPhil, MBA, AMP Joined Woodside: 2002 Experience: Mark leads Woodside’s commercial, marketing and trading teams and is responsible for developing Woodside’s growth opportunities through his leadership of mergers and acquisitions, new energy business development, exploration and new venture teams. Mark has over 20 years of industry experience and has held a number of senior leadership positions across commercial, finance and marketing in various global locations. Prior to joining Woodside, Mark held roles at Treasury (Western Australia) and BHP Iron Ore. External directorships: Board member of the Chamber of Commerce and Industry (WA), GLX Digital and Asia Natural Gas and Energy Association (ANGEA).Julie Fallon Executive Vice President Technical and Energy Development BEng (Hons), (ChemEng), GAICD Joined Woodside: 1998 Experience: Julie is responsible for a range of areas including project development, reserves and subsurface, well and seismic engineering and technology, digital, IT and cybersecurity, and health, safety and environment. Julie has 30 years of industry experience and has held a number of senior leadership roles at Woodside, including Executive Vice President Corporate Services, Senior Vice President Pluto and Senior Vice President Engineering. External directorships: Director and President of the Australian Resources and Energy Employer Association (since August 2024). Advisory Board member of the Chamber of Minerals and Energy of Western Australia. 1. Identified as key management personnel (KMP) 102WOODSIDE ENERGY GROUP LTDTony Cudmore Executive Vice President Sustainability, Policy and External Affairs BA, GCIR Joined Woodside: 2022 Experience: Tony leads Sustainability, Policy & External Affairs. He joined Woodside in 2022 as Executive Vice President Strategy and Climate. Tony has over 20 years of industry experience. Prior to joining Woodside, Tony held senior leadership positions at ExxonMobil and BHP including Chief Public Affairs Officer, and Group Sustainability and Public Policy Officer. External directorships: Nil.Daniel Kalms Executive Vice President and Chief Operating Officer, International1 BEng (Hons) (ChemEng), MBA, GAICD Joined Woodside: 2001 Experience: Daniel is responsible for Woodside’s projects and business operations in the United States, Senegal, Trinidad and Tobago, Mexico and Canada. Daniel has over 25 years of industry experience and has held roles across the breadth of Woodside’s business. Most recently he was Executive Vice President Technical Services and oversaw Woodside’s technical services including engineering, subsurface, technology and digital. External directorships: Board member of United Way of Greater Houston.Andy Drummond Executive Vice President Strategy BEng (Hons) (ChemEng) Joined Woodside: 2022 Experience: Andy is responsible for delivering a global portfolio of growth options. Andy has over 25 years of industry experience. Prior to joining Woodside, Andy held senior leadership positions at BHP and Marathon Oil Corporation, including Vice President of Sustainability and Innovation for BHP’s petroleum business. External directorships: Nil.Ruth Lyall Senior Vice President Human Resources BA (Hons), MHRM, GAICD Joined Woodside: 2010 Experience: Ruth is responsible for human resources and security and global workplace. Prior to her current appointment, Ruth served as Woodside’s Vice President Human Resources, and was the regional head of Human Resources for Woodside’s Australian region. Ruth is a human resources professional with more than 20 years of experience and since joining Woodside in 2010, has led several different parts of the Human Resources function including business partnering and organisational development. External directorships: Nil.
Rebecca McNicol Graham Tiver Elizabeth (Liz) Westcott Senior Vice President Legal and Executive Vice President and Executive Vice President and Group General Counsel Chief Financial Officer1 Chief Operating Officer Australia1 BCom, LLB BBus, FCPA BCom, BEng (Hons), GAICD Joined Woodside: 2011 Experience: Rebecca is responsible for legal, ethics and compliance, company secretariat and internal audit. Rebecca is a solicitor with more than 25 years of legal, mergers and acquisitions and commercial experience and has held a number of senior roles within Woodside including Vice President Legal, Vice President Mergers and Acquisitions and Vice President Commercial. Prior to joining Woodside, Rebecca practised law at Mallesons Stephen Jaques (now King & Wood Mallesons) with a focus on mergers and acquisitions, energy, corporate law and governance. External directorships: Nil. Joined Woodside: 2022 Experience: Graham is responsible for finance; financial control; treasury; tax; investor relations; governance, risk and compliance; contracting and procurement and business improvement planning. Prior to joining Woodside, Graham spent 28 years with BHP and WMC Resources where he held significant financial, commercial and leadership roles across multiple business sectors. Graham has extensive international experience, having worked in North and South America as well as in a variety of roles around Australia. External directorships: Advisory Board member of UWA Business School (from March 2025). Joined Woodside: 2023 Experience: Liz leads Woodside’s projects and business operations for Australia, focusing on optimising value across the portfolio and throughout an asset’s lifecycle. Liz joined Woodside in 2023 as Executive Vice President Australian Operations, with responsibility for the safe, efficient and reliable operation of Woodside’s portfolio of assets across Australia. Liz has over 30 years of industry experience in operations and project roles. Prior to joining Woodside, Liz held senior leadership roles at EnergyAustralia and ExxonMobil spanning strategic planning, operations, project management, and safety, technical and commercial leadership. External directorships: Nil. Performance evaluation of Executive Leadership Team Senior executive performance is reviewed annually, which considers and assesses the executive’s performance against a list of key performance indicators. 1. Identified as key management personnel (KMP) All senior executives had a performance evaluation in FY2024 and further details are set out in section 4.3 – Remuneration Report. Details of the CEO’s performance evaluation (process and outcomes) are set out in section 4.3 – Remuneration Report and ‘Board Performance Evaluation’ on page 96. 2024 ANNUAL REPORT103
4.1.5 Promoting responsible and ethical behaviour OUR VALUES Everything we do is guided by Our Values and inspired by our purpose. We are one team, we care, we innovate every day, our results matter One team We are inspired by our common purpose. We challenge, respect, and back each other. We are inclusive, value diversity, and can be ourselves. We care We keep each other safe. We listen and respond with humility. We respect the environment, operate responsibly, and care for communities. We adapt to the world’s expectations of us. Results matter We go after opportunities and show courage by taking the right risks and learning from our mistakes. We spend and invest as if it’s our money. We are proud of our achievements. Build and maintain trust Trust takes time and effort and will not be taken for granted. We nurture relationships and act with integrity – doing what we say and doing it well. Innovate every day We explore ideas, fi nd creative solutions, and try new ways of doing things to provide the energy the world needs today and low-cost, lower-carbon energy for tomorrow. CODE OF CONDUCT AND ANTI-BRIBERY AND CORRUPTION POLICY Woodside’s Code of Conduct and Anti-Bribery and Corruption Policy (ABC Policy) cover matters such as compliance with laws and regulations, responsibilities to shareholders and the community, sound employment practices, confidentiality, privacy, conflicts of interest, giving and accepting business courtesies and the protection and proper use of Woodside’s assets. All Directors, officers and employees are required to comply with the Code of Conduct and the ABC Policy and managers are expected to take reasonable steps to ensure that employees, contractors, consultants, agents and partners under their supervision are aware of both policies. Material breaches of the Code of Conduct and ABC Policy are reported to the Audit & Risk Committee. WHISTLEBLOWER POLICY Woodside’s Whistleblower Policy documents our commitment to maintaining an open working environment in which Woodside personnel and other stakeholders can report instances of unethical, unlawful or undesirable conduct without fear of intimidation or reprisal. Whistleblower submissions are assessed and investigated in accordance with internal investigation guidance and applicable whistleblower protection laws.The Whistleblower Policy also links the EthicsPoint whistleblower service which is available for submitting anonymous reports of alleged improper conduct. Material incidents reported under Woodside’s Whistleblower Policy are reported to the Audit & Risk Committee and in line with applicable whistleblower protection laws. SECURITIES DEALING POLICY The Woodside Board has adopted the Securities Dealing Policy, which governs the purchase, sale and other dealings of Woodside’s securities by Directors, senior management and employees, and seeks to promote compliance with applicable insider trading laws, rules and regulations. Woodside’s Securities Dealing Policy applies to all Directors, employees, contractors, consultants and advisers. It prohibits Directors and employees from dealing in Woodside’s securities when they are in possession of price-sensitive information that is not generally available to the market. It also prohibits dealings by Directors and certain restricted employees during ‘black-out’ periods, such as during the period between the end of the financial half and full-year and the day following the announcement of the results. The Securities Dealing Policy also sets out our approach to transactions which limit the economic risk of participating in equity-based remuneration schemes. 104WOODSIDE ENERGY GROUP LTD
WORKING RESPECTFULLY POLICY Woodside is committed to a safe, inclusive and respectful working environment. Our culture is underpinned by Our Values and Code of Conduct. Sexual and other unlawful discrimination, bullying and harassment are serious violations of those principles and will not be tolerated. Woodside’s Working Respectfully Policy sets out our expectation for everyone working for and with our employees, contractors and customers to treat others with respect, in line with Our Values, Code of Conduct, and the Working Respectfully Policy.HUMAN RIGHTS POLICY We conduct business in a way that respects the human rights of all people, including our employees, the communities where we are active and those working throughout our supply chains. Woodside’s approach to human rights is set out in our Human Rights Policy and is overseen by the Board. The Board’s Sustainability Committee is responsible for reviewing and making recommendations and endorsements to the Board on Woodside’s Human Rights Policy and performance. PAYMENTS TO POLITICAL ENTITIES FOR BUSINESS ENGAGEMENT Woodside engages with political parties and participates in public policy discussions in jurisdictions in which it operates. Where appropriate and approved through Woodside’s established governance arrangements, we pay to attend Western Australian and Australian political party business engagement events as part of our participation in public policy debate. Woodside does not endorse or donate to campaign funds for any political party, politician or candidate for public office in any country. Woodside’s approach to political contributions is consistent with Australian laws and applicable US law. Woodside publishes political contributions through relevant statutory and sustainability reporting. Australian political financial disclosures are available through the Australian Electoral Commission (AEC) and the Western Australian Electoral Commission in compliance with our reporting requirements. As reported to the AEC, our payments for the financial year 2023/2024 totalled A$79,550, reduced from A$97,550 in 2022/2023. Our contributions for the year ending 30 June 2024 (being the relevant reporting period) are as follows: Value (A$) Australian Labor Party 15,500 Australian Labor Party (Western Australia Branch) 21,800 Liberal Party of Australia 17,800 Liberal Party (WA Division) Inc 11,250 National Party of Australia 13,200 National Party of Australia (WA) Inc 0 Total 79,550 2024 ANNUAL REPORT105
4.1.6 Risk management and internal control RISK MANAGEMENT Approach to risk management Woodside is committed to managing risks in a proactive and effective manner as a source of competitive advantage. Our approach is intended to protect us against potential negative impacts and improve our resilience against emerging risks. These include conduct risk, technology and innovation, cybersecurity, privacy and data breaches, sustainability and climate change. Woodside’s Risk Management Policy describes the manner in which Woodside: • provides a consolidated view of risks across Woodside to understand risk exposure and prioritise risk management and governance • confers responsibility on Woodside staff at all levels to pro-actively identify, assess and treat risks relating to the objectives they are accountable for delivering. The role of the Board and Audit & Risk Committee in risk management The Board is responsible for reviewing and approving Woodside’s risk management framework, policy and performance. The Board is also responsible for satisfying itself that management has developed and implemented a sound system of risk management and internal control. The Board has delegated oversight of the Risk Management Policy, including review (at least annually) of the effectiveness of Woodside’s internal control system and risk management framework, to the Audit & Risk Committee. The Audit & Risk Committee also regularly reviews Woodside’s Risk Appetite Statement, oversees Internal Audit’s activities and reviews Internal Audit’s performance. Management is responsible for promoting and applying the Risk Management Policy. In 2024, the Audit & Risk Committee reviewed and confirmed Woodside’s risk management framework was sound, and that Woodside was operating with due regard to the risk appetite endorsed by the Board.Internal audit function Internal Audit provides assurance that the design and operation of the Group’s risk management and internal control system is effective. A risk-based audit approach is used to ensure that higher risk activities are prioritised in the audit program. Internal Audit is independent of both business management and of the activities it reviews and has all necessary access to management and information to fulfil its role. Internal Audit is staffed by industry professionals including qualified accountants and engineers. The head of Internal Audit is jointly accountable to the Audit & Risk Committee and the Senior Vice President Legal and Group General Counsel. Governance, risk and compliance function The Governance, Risk and Compliance function is responsible for Woodside’s risk management framework, development of risk management capability, and providing risk management oversight to senior levels of management and the Audit & Risk Committee on the strategic risk profile and the Group’s risk management performance. Material risks Our material exposure to risks (including environmental and social risks) and how they are managed are disclosed in section 3.9 – Risk factors. EXTERNAL AUDIT AND REPORTING External auditor In accordance with Woodside’s External Auditor Policy, the Audit & Risk Committee oversees the engagement of Woodside’s external auditor, governed by the External Auditor Guidance Policy. PricewaterhouseCoopers (PwC) is the external auditor of the Group. Internal audit and external audit are separate and independent of each other. The Audit & Risk Committee evaluates the objectivity and independence of the external auditor and the quality and effectiveness of the external audit arrangements, including through: • review of all non-audit services for actual and perceived independence threats; • confirmation that non-audit service fee commitment does not exceed 70% of audit fees for the year; • confirmation that Woodside fees do not exceed 10% of PwC Perth aggregate revenues for the prior period; and • annual review of auditor performance. External auditor independence Woodside’s External Auditor Guidance Policy includes provisions directed at maintaining the independence of the external auditor and assessing whether the proposed provision of any non-audit services by the external auditor is appropriate. It classifies a range of non-audit services which could potentially be provided by the external auditor as acceptable within limits, requiring Audit & Risk Committee pre-approval or are not acceptable. The Audit & Risk Committee reviews the auditor independence annually. The Audit & Risk Committee did not waive the pre-approval requirement under paragraph (c)(7)(i) of Rule 2-01 of SEC Regulation S-X in 2024. Under SEC regulations, the remuneration of the external auditors have been disclosed in Note E.4 to the Financial Statements. The nature of the services comprising each category of fees is described below: • Audit – work that constitutes the agreed fees for the audit of Woodside’s consolidated financial statements, report on Woodside’s internal controls over financial reporting, and statutory audits of Woodside’s controlled entities (including interim reviews). 106WOODSIDE ENERGY GROUP LTD
• Audit-related – includes assurance services and agreed upon procedures. This is work that is outside the scope of the statutory audits of Woodside and its controlled entities but is consistent with the role of the external statutory auditor. The work is reasonably related to the performance of an audit or review, is of a compliance or procedural nature, and is work that the external auditors must or are best placed to undertake and is permissible within the framework of the Sarbanes-Oxley Act and other relevant independence standards. • Tax services – tax related work, including tax compliance services, that is outside the scope of the statutory audits of Woodside and its controlled entities but is permissible within the framework of the Sarbanes-Oxley Act and other relevant independence standards. • Other services – other work that is permissible within the framework of the Sarbanes-Oxley Act and other relevant independence standards. Verification of periodic corporate reports The Board has adopted a Continuous Disclosure and Market Communications Policy (Disclosure Policy) that applies to all disclosures to the market, including periodic corporate reports that are not reviewed or audited by an external auditor. Management has developed practices and guidance material that are intended to verify the integrity of and ensure that periodic corporate reports provide clear, concise and effective disclosure, in accordance with the Disclosure Policy. Authority has been delegated to the Disclosure Committee to ensure the implementation of the reporting and communications processes and controls set out in the Disclosure Policy and associated guidance material. Reports are prepared by, or under the supervision of, subject matter experts and material statements in the reports are reviewed for accuracy. Reports are also reviewed for compliance with applicable legal and regulatory requirements. This process is intended to ensure that all applicable laws, regulations and company policies have been complied with, and that appropriate approvals are obtained before a report is released to the market. CEO and CFO assurance Before approving the Financial Statements for a financial period, the Board receives from the CEO and CFO a declaration stating that: • in their opinion Woodside’s financial records have been properly maintained, comply with the appropriate accounting standards and give a true and fair view of Woodside’s financial position and performance; and • the above opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively; and • the consolidated entity disclosure statement required by section 295(3A) of the Corporations Act 2001 (Cth) is true and correct as at 31 December 2024. 2024 ANNUAL REPORT107
4.1.7 Inclusion and diversity INCLUSION AND DIVERSITY POLICY Our Inclusion and Diversity (I&D) Policy outlines our commitment to an inclusive workplace culture and applies throughout Woodside, including the Board and its Committees. The Human Resources & Compensation Committee is responsible for monitoring Woodside’s I&D Policy, and for delivering its other objectives as set out in the Human Resources & Compensation Committee Charter which is available on our website at woodside.com. We focus on creating a culture which encompasses differences in age, nationality, race, ethnicity, national origin, religious beliefs, sex, sexual orientation, intersex status, gender identity or expression, relationship status, disability, neurodiversity, cultural background, thinking styles, experience, family background (including caregiving commitments) and education. Initiatives to promote inclusion and diversity Woodside aims to drive I&D and implement the objectives set out in the I&D Policy by, among other things: • respecting the unique attributes that every individual brings to the workplace and fostering a values-based and leader-led inclusive culture • providing education and training to better understand inclusivity in the workplace, as well as conducting reviews, undertaking initiatives and measuring the culture of the organisation • amplifying the voices of employees to inform our activities by enabling Employee Impact Groups and conducting employee surveys • conducting annual remuneration reviews to gauge equity in compensation, and providing resources and processes to improve the equity of opportunity • the Board annually reviewing the aspirational goals it has set for achieving improvement in Woodside’s I&D indicators and the progress in achieving those objectives: › reporting gender equality indicators in accordance with the Workplace Gender Equality Act 2012 (Cth). Further information is contained in our 2024 submission available on our website at woodside.com › focusing on recruiting, developing and retaining Indigenous Australian talent to better represent the communities in which we operate. 2024 MEASURABLE OBJECTIVES Our 2024 measurable objectives include objectives set out in our I&D Policy. Further information about Board and executive management diversity, including Board commitments to and progress on reaching Board gender equality of 40% male / 40% female / 20% either gender, is on page 110. 2024 measurable objective Progress Continue to track the perceived level of • The Our Voice employee survey was completed twice in 2024, with belonging, inclusive culture and inclusion and use inclusion survey insights to inclusive leadership measured. The feedback from this survey has informed our efforts in 2024 and inform initiatives to continually improve will inform our 2025 priorities. Embed Respectful Behaviours at Woodside via • This year 447 people completed the 3.5 hour Working Better Together – Respectful Behaviours increasing a ‘speak up’ culture and proactive program and 54 people completed the 1.5-hour Respect at Woodside education session. employee engagement on this topic • During 2024, through the Navigator Leadership Program, 1071 employees completed leadership program immersions; and 80 leaders completed the Inclusive Leadership Six Signature Traits course (2 x 1⁄2 day sessions). • The Our Voice Survey recorded improvements in employee perception of feeling safe to speak up (62%), and of working in an environment which is free from harassment and discrimination (83%). Ensure diversity of the Board with consideration • As of 31 December 2024, Board diversity included: for gender, racial and cultural diversity › 36.4% female representation › 9% LGBTIQA+ representation › country based cultural diversity – Indigenous and non-Indigenous Australian, American, Singaporean Chinese, Indian, Greek and French › racial diversity – 18% Asian, 9% Indigenous Australian, 73% white/Caucasian. Increase the percentage of Indigenous • Establishment of a specialised role dedicated to sourcing Indigenous talent saw mid-career Australian people employed in leadership roles, representation rise from 0.8% in 2023 to 1.3% in 2024 (+58%). mid-career and senior roles and overall • Overall participation (including pathway program participants) increased to 5.8% (from 5.7%). Make progress towards our aspirations to • The percentage of females employed by Woodside in: increase the percentage of females employed › trade and technician roles increased to 11.7% (from 11.2%) in leadership roles, trade and technician roles › leadership roles increased to 27.8% (from 27.7%) and overall • There was an overall increase to 33.8% (from 33.6%) • Trion I&D strategy developed and moved into implementation phase. 108WOODSIDE ENERGY GROUP LTD
2024 measurable objective Progress Maintain gender balance and meet recruitment • Recruitment results for female representation were: goals for Indigenous Australian peoples through › non-tertiary pathways2: 42.9% all forms of entry to Woodside including 1 › summer vacation students: 50.8% pathway programs and experienced hires › graduates: 48.1% › experienced hires: 40.7% female. • Recruitment results for Indigenous Australian representation were: › non-tertiary pathways: 39.3% › summer vacation students: 4.6% › graduates: 3.7% › experienced hires: 7.9%. Make progress towards building greater • Progress has been made with the development of a three-year digital accessibility plan, including inclusion of people who are differently abled ways to embed improvements in procurement of software and hardware to meet Web Content and/or neurodiverse Accessibility Guidelines. • The Workplace Adjustments Guide provides accessibility options for any employee needing them, and events have been held by the employee impact group ADAPT (Advocates for Different Abilities and Personal Traits) to raise awareness. Support LGBTIQA+ individuals to feel safe to be • 700 people completed LGBTIQA+ awareness and inclusion related training in 2024. out at work • Woodside achieved silver status in the Australian Workplace Equality Index for LGBTQ workplace inclusion. Make progress towards achieving racial equity • Newly developed racial equity training was launched, with 52% of leaders participating in 2024. • 93.3% of employees completed an Indigenous Australian cultural learning experience in 2024. • Woodside’s Roadmap Towards Australian First Nations Cultural Safety was initiated which will help to understand employees’ perspectives and promote and reinforce a workplace where Australian First Nations employees feel safe, respected, and valued. Successful launch of Cape York Indigenous Leadership Development Program with 18 employees from Karratha and Perth completing.1. Gender balance in the US is defined as representative and reflective of the available talent pool. 2. Non-tertiary pathway data is based on third-party program recruitment information. WOODSIDE WORKFORCE GENDER PROFILE1Administration % Technical % Trade/technician % Supervisory/professional % Female 51.1 Female 32.2 Female 11.7 Female 36.7 Male 48.9 Male 67.8 Male 88.3 Male 63.3Middle management % Senior management % Total % Directors % Female 26.5 Female 30.0 Female 33.8 Female 36.4 Male 73.5 Male 70.0 Male 66.2 Male 63.6 1. Gender profile data reflects all employees engaged on 31 December 2024, excluding temporary personnel such as vacation students, cadets and scholarship students. 2024 ANNUAL REPORT109
BOARD AND EXECUTIVE DIVERSITY The I&D Policy includes a Board commitment to continue to improve diversity on the Board, with a key focus on: • gender equality reaching 40% male / 40% female / 20% either gender and having at least one female in a key role (including Chair or CEO or Chair of a Committee); and • having a minimum of one Board member who identifies as being from a minority background.As part of Board succession planning, the Nominations & Governance Committee evaluates prospective candidates against a range of criteria including the skills, experience and expertise that will best complement Board effectiveness at the time. The tables below set out the relevant demographic information of the Board and Executive as at 31 December 2024. The data presented in those tables was collected by requesting all members of the Board and Executive Leadership Team to self-report in questionnaires about their cultural background, languages spoken, racial identity, LGBTIQA+ identity and gender. Woodside notes that it was previously required to disclose certain diversity related information in compliance with previous UK listing requirements. While Woodside no longer has UK disclosure requirements, for ease of comparability with prior year reporting, it has retained the ethnic/racial background groupings below. Gender Number of senior positions on the Percentage Number of Board Percentage Board (CEO and Number in executive of executive members of the Board Chair) management1 management Men 7 64% 1 5 50% Women 4 36% 1 5 50% Not specified/prefer not to say Ethnic/racial background Number of senior positions on the Percentage Number of Board Percentage Board (CEO and Number in executive of executive members of the Board Chair) management1 management White 8 73% 2 9 90% Mixed/multiple ethnic groups 1 10% Asian2 2 18% Black/African/Caribbean Other ethnic group, including Arab 1 9% Not specified/prefer not to say1. Executive management includes the CEO and the Executive Leadership Team. 2. Including Southern Asian. 4.1.8 Other governance disclosures EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Woodside’s management, with the participation of its CEO and CFO, have evaluated, as required by Rule 13a-15(b) under the US Securities Exchange Act of 1934 (Exchange Act), the effectiveness of Woodside’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as at 31 December 2024. Based on that evaluation, the CEO and CFO concluded that Woodside’s disclosure controls and procedures were effective, as at 31 December 2024, in ensuring that information required to be disclosed by Woodside in the reports that it files or submits under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the SEC’s rules and forms, including that such information is accumulated and communicated to Woodside’s management, including the CEO and CFO, to allow timely decisions regarding required disclosure. Management’s annual report on internal control over financial reporting The management of Woodside is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act). Under the supervision and with the participation of management, including our CEO and CFO, the effectiveness of Woodside’s internal control over financial reporting was evaluated based on the framework and criteria established in Internal Controls – Integrated Framework (2013), issued by the Committee of the Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that internal control over financial reporting was effective as at 31 December 2024. Woodside acquired 100% of OCI Clean Ammonia Holding B.V. and its Beaumont New Ammonia Project on 30 September 2024 and all the issued and outstanding common stock of110WOODSIDE ENERGY GROUP LTD
Tellurian Inc. on 8 October 2024 (Acquisitions). As permitted by the SEC Staff interpretative guidance that an assessment of internal controls over financial reporting of a recently acquired business may be excluded from management’s evaluation of disclosure controls and procedures for up to one year from the date of acquisition, Woodside has excluded the Acquisitions from management’s report on internal control over financial reporting as of 31 December 2024. The Acquisitions, collectively, represented approximately 7% of Woodside’s consolidated total assets as of 31 December 2024 and approximately 0% of Woodside’s consolidated total revenues as of 31 December 2024. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Changes in internal control over financial reporting Effective 1 January 2024, we implemented an updated enterprise resource planning (ERP) system. As a result, we have evaluated and made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting as necessary. There were no other changes in our internal control over financial reporting during FY2024 that materially affected or were reasonably likely to materially affect our internal control over financial reporting. Attestation report of the registered public accounting firm The effectiveness of internal control over financial reporting as of 31 December 2024 has been audited by PwC, an independent registered accounting firm that also audits Woodside’s Financial Statements. Their audit report on the internal control over financial reporting is included in the Form 20-F. DIFFERENCES FROM NYSE CORPORATE GOVERNANCE REQUIREMENTS Woodside’s American Depository Shares are listed on the New York Stock Exchange (NYSE) and, accordingly, Woodside is subject to the listing standards of the NYSE (NYSE Listing Rules). The NYSE Listing Rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as Woodside, to follow ‘home country’ corporate governance practices in lieu of the otherwise applicable corporate governance standards of the NYSE. Woodside has elected to comply with certain home country rules instead of the applicable NYSE requirements, as more fully described below. Woodside may in the future decide to use other foreign private issuer exemptions with respect to other NYSE Listing Rules. Following Woodside’s home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the NYSE, may provide less protection than is accorded to investors under the NYSE Listing Rules applicable toUS domestic issuers. If, at any time, Woodside ceases to be a foreign private issuer, it would be subject to the SEC and NYSE Listing Rules applicable to US domestic companies. Quorum The NYSE Listing Rules generally require that a listed company’s by-laws provide for a quorum for any meeting of the holders of such company’s voting shares that is sufficiently high to ensure a representative vote. Pursuant to the NYSE Listing Rules, Woodside, as a foreign private issuer, has elected to comply with practices that are permitted under Australian securities laws in lieu of the provisions of the NYSE Listing Rules. The Woodside Energy Group Ltd Constitution provides that a quorum for a meeting of Woodside shareholders is three eligible Woodside shareholders entitled to vote. Audit committee requirements Under section 303A.06 of the NYSE Listing Rules and the requirements of Rule 10A-3 under the Exchange Act (Rule 10A- 3), a US listed company is required to have an audit committee of such company’s board of Directors consisting entirely of independent members that comply with the requirements of Rule 10A-3. In addition, the audit committee must have a written charter which is compliant with the requirements of Section 303A.07(b) of the NYSE Listing Rules, the listed company must have an internal audit function and the listed company must fulfill all other requirements of the NYSE Listing Rules and Rule 10A-3. Foreign private issuers must comply with the audit committee standard set forth in Rule 10A-3, subject to limited exemptions, but may elect to follow ‘home country’ practices in lieu of the additional audit committee requirements in the NYSE Listing Rules. Rule 10A-3 requires NYSE-listed companies to ensure their audit committees are directly responsible for the appointment, compensation, retention and oversight of the work of the external auditor unless Woodside’s governing law or documents or other home country legal requirements require or permit shareholders to ultimately vote on or approve these matters. While Woodside’s Audit & Risk Committee is directly responsible for remuneration and oversight of the external auditor, ultimate responsibility for the appointment of the external auditor rests with Woodside shareholders, in accordance with Australian law and the Woodside Energy Group Ltd Constitution. However, in accordance with the limited exemptions set forth in Rule 10A-3, the Audit & Risk Committee is responsible for the annual auditor engagement and if there is any proposal to change auditors, the Committee does make recommendations to the Woodside Board on any change of auditor, which are then considered by Woodside shareholders at the annual meeting of Woodside shareholders. Further information on Audit and Risk Committee requirements under the ASX Recommendations is contained in section 4.1.3 – Board committees – Audit & Risk Committee.” Code of Ethics The Woodside Board has adopted the Code of Conduct, which applies to the Woodside Board and Woodside’s CEO and CFO, along with all other Woodside employees. Further information on the Code of Conduct is contained in section 4.1.5 – Promoting responsible and ethical behaviour. 2024 ANNUAL REPORT111
4.1.9 Shareholders Shareholder communications Our website provides up-to-date information about Woodside, our corporate governance and policies, the Board and management, ASX announcements, SEC reports, the share price, dividend distributions and other relevant information. Shareholders are encouraged to receive electronic communications from Woodside and can elect to receive email notification when key materials are posted to our website. Shareholders can also receive an email notification of Woodside’s announcements and media releases. Shareholders can communicate directly with Woodside by submitting questions or comments on the ‘Contact’ section of our website. The ‘Investors’ section of our website also sets out the contact details for Woodside’s share registry, Computershare. Investor relations program Woodside has an investor relations program to facilitate effective two-way communication with investors. Our Continuous Disclosure and Market Communications Policy facilitates this by requiring: • the full and timely disclosure of information about Woodside’s material activities to the ASX and NYSE, and our website (where they are retained for at least three years) • that all disclosures, including notices of meetings and other shareholder communications, are drafted clearly and concisely • the conduct of briefings for investors from time to time (such as the annual and half-year results, and investor briefing days). Major investor briefings are webcast and presentation material for briefings or speeches containing new and substantive information is first disclosed to the market and other relevant exchanges and posted to our website. Shareholder meetings Woodside recognises the importance of shareholder participation in general meetings and facilitates and encourages that participation. Woodside has direct voting arrangements in place, allowing shareholders unable to attend the AGM to vote on resolutions without having to appoint someone else as a proxy. Voting on any substantial resolution at an AGM is conducted by poll. Continuous disclosure and Woodside’s Continuous Disclosure and Market Communications Policy and associated market communications guidelines reinforce Woodside’s commitment to continuous disclosure and outline management’s accountabilities and the processes to be followed for ensuring compliance. A Disclosure Committee manages compliance with market disclosure obligations and is responsible for implementing and overseeing reporting processes and controls and setting guidelines for the release of information. The Disclosure Committee is comprised of senior leaders. Employees considered to hold higher risk roles are required to participate in annual continuous disclosure training. The Board and senior executives are provided with copies of all information disclosed pursuant to all applicable stock exchange rules promptly after their disclosure. 112WOODSIDE ENERGY GROUP LTD
4.2 GOVERNANCE • DIRECTORS’ REPORT Directors’ report The Directors of Woodside Energy Group Ltd present their report (including the Remuneration Report) together with the Financial Statements of the consolidated entity, being Woodside Energy Group Ltd and its controlled entities, for the year ended 31 December 2024. DIRECTORS The Directors of Woodside Energy Group Ltd in office at any time during or since the end of the 2024 financial year and information on the Directors (including qualifications, experience, special responsibilities and Directorships of listed companies held by the Directors at any time in the last three years) are set out on pages 91-94 in section 4.1.2 – Board of Directors. The number of Directors’ meetings held (including meetings of Committees of the Board) and the number of meetings attended by each of the Directors of Woodside during the financial year are shown on page 95 in section 4.1.2 – Board of Directors—Director attendance at meetings. Details of Director and senior executive remuneration are set out on pages 121-144 in section 4.3 – Remuneration Report. The particulars of Directors’ interests in shares of Woodside as at the date of this report are set out at the end of this section. Principal activities The principal activities and operations of Woodside during the financial year were hydrocarbon exploration, evaluation, development, production and marketing. Other than the acquisition of OCI Clean Ammonia Holding B.V. and its Beaumont New Ammonia Project and Tellurian Inc. noted in section 4.1.8—Other governance disclosures, there were no other significant changes in the nature of the activities of the consolidated entity during the year. Consolidated results The consolidated profit attributable to equity holders after provision for income tax was $3,573 million ($1,660 million in 2023). Operating and financial review A review of the operations of Woodside during the financial year and the results of those operations are set out on pages 6-15 in section 1 – Overview, pages 17-25 in section 2 – Strategy and Financial Performance, pages 27-86 in section 3 – Our Business and pages 246-249 in section 6.5 – Asset facts. Significant changes in the state of affairs The review of operations on pages 6-86 sets out a number of matters that have had a significant effect on the state of affairs of the consolidated entity. Other than those matters, there were no significant changes in the state of affairs of the consolidated entity during the financial year. Events subsequent to end of financial year Since the reporting date, the Directors have resolved to pay a fully franked dividend. More information is available in the Dividend section below. No provision has been made for this dividend in the financial report as the dividend was not determined by the Directors on or before the end of the financial year. Other than those disclosed in Note E.5 of section 5 – Financial Statements on page 198, there are no other material subsequent events. Dividend The Directors have resolved to pay a final dividend in respect of the year ended 31 December 2024 of 53 US cents per ordinary share (fully franked) payable on 2 April 2025. Type 2024 final 2024 interim 2023 final Payment date 2 April 2025 3 October 2024 4 April 2024 Period ends 31 December 2024 30 June 2024 31 December 2023 Cents per share 53 69 60 Value $ million 1,006 1,310 1,139 Fully frankedïƒ¼ï€ _  Likely developments, business strategies, future prospects and expected results In general terms, the review of operations of Woodside as set out on pages 6-86 gives an indication of likely developments, business strategies, prospects for future financial years, and the expected results of the operations. In the opinion of the Directors, disclosure of any further information would be likely to result in unreasonable prejudice to Woodside. Page 258 of section 6.8 – Information about this report includes further details regarding Woodside’s reliance on the unreasonable prejudice exemption. 2024 ANNUAL REPORT113
Environmental compliance Woodside is subject to a range of environmental legislation in Australia and other countries in which it operates, further details of which are set out in ‘Government Regulation’ in section 6.3—Additional disclosures. At Woodside, we are committed to conducting our operations in an environmentally responsible manner and maintaining compliance with all applicable environmental laws and regulations. Our goal is to minimise our impact on the environment and continually improve our environmental performance. Through its Environment and Biodiversity Policy, Woodside commits to compliance with relevant environmental laws and regulations, permits and applying responsible standards where laws do not exist. Woodside has established management systems to identify and mitigate environmental risks, implement pollution prevention measures and manage environmental compliance requirements for all activities. For the financial year ending 31 December 2024, we recorded no fines or prosecutions relating to our environmental performance. Further information about Woodside’s environmental performance can be found in section 3.8.7—Environment and biodiversity on page 68. Research and development Woodside is leveraging technology to drive cost efficiencies and exploring a range of technology options to support step change abatement. Woodside has a number of technology collaborations and pursues opportunities through technology across operations including for emissions reduction. For further information on examples of the Group’s activities in the field of research and development see section 3.7 – New energy opportunities on page 41. Company Secretaries The following individuals have acted as Company Secretary during 2024: Damien Gare LLB, LLM, MBA, GAICDGroup Company Secretary Mr Gare joined Woodside in 2007 and was appointed Group Company Secretary effective 27 August 2024. Prior to this he served as Vice President & Chief of Staff from 2022. Mr Gare has held a number of senior positions at Woodside, including as Vice President Investor Relations and Vice President Risk & Compliance. Prior to joining Woodside, Mr Gare was a Partner at Minter Ellison. He is a fellow of the Governance Institute of Australia and a graduate member of the Australian Institute of Company Directors. Lucy Bowman MA (Oxon), Jurisprudence Deputy Company Secretary Ms Bowman joined Woodside in 2021 as Senior Legal Counsel and was appointed Joint Company Secretary effective 20 October 2022. Prior to joining Woodside, Ms Bowman worked as a banking and finance lawyer in private practice and held legal roles with companies in the financial and mining industries. Ms Bowman is a fellow of the Governance Institute of Australia and a graduate member of the Australian Institute of Company Directors. Warren Baillie LLB, BCom, Grad. Dip. CSP Group Company Secretary Mr Baillie joined Woodside in 2005 and was appointed Group Company Secretary effective 1 February 2012. Mr Baillie is a solicitor and chartered secretary. He is a former President of the Board of the Governance Institute of Australia. Mr Baillie ceased to be Group Company Secretary effective 27 August 2024. Branches Woodside, through various subsidiaries, has established branches in a number of countries. Indemnification and insurance of Directors and officers Woodside Energy Group Ltd’s Constitution requires Woodside Energy Group Ltd to indemnify each Director, secretary, executive officer or employee of Woodside Energy Group Ltd or its wholly owned subsidiaries against liabilities (to the extent Woodside Energy Group Ltd is not precluded by law from doing so) incurred in or arising out of the conduct of the business of Woodside Energy Group Ltd or the discharge of the duties of any such person. Woodside Energy Group Ltd enters into deeds of indemnity with Directors, secretaries, certain senior executives and employees serving as officers on wholly owned or partly owned companies of Woodside Energy Group Ltd on terms consistent with the indemnity provided under Woodside Energy Group Ltd’s Constitution. From time to time, Woodside engages its external auditor, PwC, to conduct non-statutory audit work and provide other services in accordance with Woodside’s External Auditor Guidance Policy. The terms of engagement include an indemnity in favour of PwC: • against all losses, claims, costs, expenses, actions, demands, damages, liabilities or any proceedings (liabilities) incurred by PwC in respect of third-party claims arising from a breach by Woodside under the engagement terms • for all liabilities PwC has to Woodside or any third party as a result of reliance on information provided by Woodside that is false, misleading or incomplete. Woodside Energy Group Ltd has paid a premium under a contract insuring each Director, officer, secretary and employee who is concerned with the management of Woodside Energy Group Ltd or its subsidiaries against liability incurred in that capacity. Disclosure of the nature of the liability covered by and the amount of the premium payable for such insurance is subject to a confidentiality clause under the contract of insurance. Woodside Energy Group Ltd has not provided any insurance for the external auditor of Woodside Energy Group Ltd or a body corporate related to the external auditor. During the financial year ended 31 December 2024 and as at the date of this Directors’ report, no indemnity in favour of a current or former Director, officer or external auditor of the Group has been called on. 114WOODSIDE ENERGY GROUP LTD
Non-audit services and auditor independence declaration Details of the amounts paid or payable to the external auditor of Woodside, PwC for audit and non-audit services provided during the year are disclosed in Note E.4 of section 5 – Financial Statements. Based on advice provided by the Audit & Risk Committee, the Directors are satisfied that the provision of non-audit services by the external auditor during the financial year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 (Cth) for the following reasons: • all non-audit services were provided in accordance with Woodside’s External Auditor Policy and External Auditor Guidance Policy • all non-audit services were subject to the corporate governance processes adopted by Woodside and have been reviewed by the Audit & Risk Committee to ensure that they do not affect the integrity or objectivity of the auditor. The auditor’s independence declaration, as required under section 307C of the Corporations Act 2001 (Cth), is set out on page 116 and forms part of this report. Financial instruments Further information on Woodside’s financial risk management objectives and policies, hedging and exposure to price risk, credit risk, liquidity risk and cash flow risk, is in sections A, C and D on pages 156, 181 and 185 in section 5 – Financial Statements and Quantitative and qualitative disclosures about market risk on pages 228-229 in section 6.3 – Additional disclosures. Proceedings on behalf of Woodside No proceedings have been brought on behalf of Woodside Energy Group Ltd, nor has any application been made in respect of Woodside Energy Group Ltd, under section 237 of the Corporations Act 2001 (Cth). Rounding of amounts Woodside Energy Group Ltd is an entity to which the Australian Securities and Investments Commission (ASIC) Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 (ASIC Instrument 2016/191) applies. Amounts in this report have been rounded in accordance with ASIC Instrument 2016/191. This means that amounts contained in this report have been rounded to the nearest million dollars unless otherwise stated. Information in other parts of the Annual Report Where this Directors’ report refers to other parts of the Annual Report, those pages form part of this report. Directors’ relevant interests in Woodside Energy Group Ltd shares as at the date of this report Director Relevant interest in shares Larry Archibald 13,524 Ashok Belani 733 Arnaud Breuillac 1,745 Swee Chen Goh 16,260 Richard Goyder 36,163 Ian Macfarlane 14,511 Angela Minas 1,293 Meg O’Neill1 527,355 Tony O’Neill 10,834 Ann Pickard 15,870 Ben Wyatt 5,771 1. Meg O’Neill is the only Woodside Director who has rights on issue and her rights holdings are set out on page 143 in section 4.3 – Remuneration Report. Woodside Energy Group Ltd does not have any options on issue. Signed in accordance with a resolution of the Directors. R J Goyder, AO Chair Melbourne, Victoria 25 February 2025 M E O’Neill Chief Executive Officer and Managing Director Sydney, New South Wales 25 February 2025 2024 ANNUAL REPORT115
Intentionally omitted 116 WOODSIDE ENERGY GROUP LTD
REMUNERATION Woodside’s remuneration outcomes reflect our strong performance and align with shareholder returns. 117
4.3 GOVERNANCE • REMUNERATION REPORT Remuneration Report CONTENTS 4.3.1 Committee Chair’s letter 119 4.3.2 Remuneration Report (audited) 121 KMP and summary of Woodside’s five-year performance 121 Executive KMP 122 Remuneration Policy 122 Executive Incentive Scheme 122 Executive KMP remuneration structure 124 Other equity plans 126 Minimum Shareholding Requirements (MSR) Policy 126 Remuneration changes and benchmarking 127 Corporate Scorecard measures and outcomes for 2024 128 Executive KMP KPIs and outcomes for 2024 129 Contracts for Executive KMP 136 Non-Executive Directors (NEDs) 137 Remuneration Policy 137 MSR Policy 137 NEDs remuneration structure 137 Human Resources & Compensation Committee 138 Loans and transactions 138 Use of remuneration consultants 138 Reporting notes 138 Reporting in United States dollars 138 Statutory tables 139 4.3.3 Glossary 144 118WOODSIDE ENERGY GROUP LTD
4.3.1 COMMITTEE CHAIR’S LETTER 25 February 2025 Dear Shareholders On behalf of the Board, I am pleased to present the Remuneration Report for the year ended 31 December 2024. Business performance I am pleased to report that in 2024, Woodside performed well across the key metrics that underpin company performance. Woodside’s 2024 Corporate Scorecard was based on five individually weighted measures comprised of financial, base business, growth, safety and climate. Safety and climate were elevated to standalone measures to reflect an increased focus on leadership contribution to Woodside’s safety performance and delivery against climate plans. In 2024 we delivered an annual net profit after tax (NPAT) of$3.6 billion and underlying NPAT of $2.9 billion. We returned a fullyear dividend to shareholders of 122 US cents per share, at the top end of our payout range. Operating Expenditure was better than target at US$2,183 million, while earnings before interest, taxes, depreciation and amortisation (EBITDA) excluding impairment was US$9,276 million, below target due to lower realised prices. Woodside’s global portfolio delivered record production in 2024 of 193.9 MMboe, above target and at the top end of our guidance range. This was driven by outstanding production performance at Sangomar and strong LNG reliability at our operated assets. We made excellent progress on key growth projects, with the Scarborough and Pluto Train 2 Project advancing to 78% completion and on target for first LNG cargo in 2026.1 The Trion Project reached 20% completion and is targeting first oil in 2028. Woodside also took transformative decisions during 2024 to underpin our next wave of growth and value. We completed the acquisition of Louisiana LNG, which leverages Woodside’s proven capabilities and positions us as a leading LNG company with exposure to the Pacific and Atlantic basins. We completed equity sell-downs in Scarborough to JERA and LNG Japan, and agreed an Australian asset swap with Chevron. We also acquired the Beaumont New Ammonia Project, positioning Woodside as an early mover in a growing global market for lower-carbon ammonia. Safety of our people is our priority. Personal and process safety targets were met, with process safety critical role conformance marginally below target. In October 2024, the tragic death of an employee of one of OCI’s construction contractors occurred at theproject site in Texas. 1. The completion % excludes the Pluto Train 1 modifications project.Arnaud Breuillac Chair of Human Resources & Compensation Committee While this fatality is not included in the 2024 Corporate Scorecard assessment based on the applicable Health, Safety and Environment mode of contracting, it reminds us that safety must come before everything else we do. We continued to deliver on our emissions targets in 2024. High reliability and lower flaring across our assets resulted in gross equity Scope 1 and 2 emissions of 6.784 Mt CO -e, 8% better than the target level of performance set under the 2024 2 Corporat e Scorecard. The purchase of Beaumont New Ammonia represents a step-change towards delivery of our new energy and lower-carbon investment and abatement targets. Since the purchase in the second half of 2024, exciting progress has been made withconstruction of Train 1 underway. Overall, Woodside’s performance across the five Corporate Scorecard measures resulted in a performance outcome of 6.1 (out of a maximum of 10). No discretion has been applied to the outcome. The 2025 Corporate Scorecard has been approved by the Board and reflects Woodside’s balanced approach to setting measures aligned with our strategy to thrive through the energy transition. 2024 Executive Incentive Scheme (EIS) outcomes Each Executive’s award under the EIS is based on their individual performance and the company’s performance through the Corporate Scorecard. The individual performance of the CEO and each Senior Executive was assessed against five individually weighted measures of growth agenda, effective execution, enterprise capability, culture and reputation, and shareholder focus, with individual KPIs set relevant to each Executive’s areaof responsibility. At the end of the year, the Board reviewed the CEO’s performance, which together with the Corporate Scorecard outcome, resulted in an EIS award of 122.7% of the target opportunity (81.8% of the maximum opportunity). Senior Executive EIS awards ranged from 122.6% to 127.1% of target opportunity (76.7% to 79.5% of maximum opportunity). The Board has approved the 2024 EIS outcomes and believes they appropriately align with overall corporate performance and shareholder experience. 2024 ANNUAL REPORT119
2018 Performance Rights Relative Total Shareholder Return (RTSR) outcome The five-year performance period for the Performance Rights awarded in respect of the 2018 EIS ended on 19 February 2024. Performance Rights comprised 30% of the 2018 award and were subject to a RTSR hurdle tested over a 5-year period. One-third of the Performance Rights were tested against a comparator group comprised of entities within the ASX 50 index as of 1 December 2018, while the remaining two-thirds were tested against an international group of oil and gas companies. Woodside’s RTSR percentile position was below the 50th percentile within each comparator group. Consequently, all Performance Rights awarded to the CEO and other eligible Senior Executives lapsed. The Board believes this component of the EIS award continues to align EIS outcomes with shareholder experience, while being the best measure of long-term value creation across the commodity price cycle of our industry. Executive KMP changes In June 2024 Woodside announced a revised leadership structure, aggregating core business activities into a simplified operating model and continuing to build a team with strong capabilities, experience and diverse perspectives. As a result, effective 1 August 2024 Mr Graham Tiver continued as Woodside’s Executive Vice President (EVP) and Chief Financial Officer. Ms Liz Westcott continued as an Executive KMP and was appointed to the role of EVP and Chief Operating Officer Australia, with responsibility for all project execution and operational activities in the Australian region. Mr Daniel Kalms was appointed to the role of EVP and Chief Operating Officer International and Mr Mark Abbotsford was appointed to the role of EVP and Chief Commercial Officer. Ms Shiva McMahon ceased being an Executive KMP on 31 July 2024. Details of the remuneration and key contract terms for each Executive KMP are set out in this report. Executive remuneration outcomes The Board annually reviews remuneration for the CEO and Senior Executives. In 2024, remuneration was assessed based on accountability, experience and individual performance and considered Woodside’s growing global footprint and broader range of business activities. External benchmarking conducted against ASX 20 companies, selected peers in the Australian materials and energy sector, and international oil and gas companies, informed each review. Following the review of CEO remuneration in December 2024, the Board set Ms Meg O’Neill’s Fixed Annual Reward (FAR) at A$2,600,000, effective 1 January 2025, representing a 5.2% increase. This adjustment maintains a balance between FAR and Total Target Reward (TTR) to ensure competitive remuneration both domestically and internationally.Senior Executive remuneration was reviewed in February 2024 with the Board approving a 3% increase for Mr Tiver and Ms Westcott, effective 1 April 2024. A subsequent review, following the 1 August changes to the leadership structure, considered the broadened accountabilities of each position and external benchmarking. This review informed the FAR on appointment for Mr Kalms and Mr Abbotsford. Ms Westcott’s FAR was increased by 3% reflecting the broadened responsibility of the role. Chair and Non-Executive Directors Woodside continued to refresh its Board membership during 2024. Mr Frank Cooper and Mr Gene Tilbrook retired from the Board, having given exceptional service and contributing to Woodside’s success. We were pleased to welcome Mr Ashok Belani and Mr Tony O’Neill as Non-Executive Directors and appoint Mr Ben Wyatt as Chair of the Audit & Risk Committee. These appointments continue to bring new experience and expertise in areas including decarbonisation and sustainability. Fees for the Chair and Non-Executive Directors were reviewed in December 2024. As a result, the Board approved an increase to annual Board and Committee fees ranging between 2% and 3% effective 1January 2025. Additionally, an increase to international travel allowances was approved and the Sustainability Committee Chair and member fee was adjusted to recognise the increased workload and to align with the Human Resources & Compensation Committee fees. These increases ensure NEDs fees remain competitive in the market and consider the broader range of business responsibilities and work requirements. Conclusion The Committee continues to review Woodside’s remuneration policies and practices globally to ensure these remain competitive and meet changing regulatory requirements. We believe the remuneration outcomes of our Executive KMP, detailed in this report, reflect Woodside’s strong performance and align with shareholder returns while maintaining Woodside’s ability to attract and retain talented executive capability in a globally competitive market. In the fourth quarter of 2024, I met with Woodside shareholders, who collectively represented nearly 30% of issued share capital, to discuss Woodside’s remuneration policies. There was broad support for Woodside’s remuneration structure given its weighting towards equity and long-term value and elevation of Safety and Climate into individual segments in the Corporate Scorecard. We will continue to engage with you as we focus on Woodside’s long-term success and enduring value for our shareholders.Arnaud Breuillac Chair of Human Resources & Compensation Committee 120WOODSIDE ENERGY GROUP LTD
4.3.2 REMUNERATION REPORT (AUDITED) KMP AND SUMMARY OF WOODSIDE’S FIVE-YEAR PERFORMANCE This report outlines the remuneration arrangements and outcomes achieved for Woodside’s key management personnel (KMP) during 2024. Woodside’s KMP are the people who have the authority to shape, influence and control the Group’s strategic direction and performance through their actions, either collectively (in the case of the Board) or as individuals acting under delegated authorities (in the case of the CEO and Senior Executives). The names and positions of the individuals who were KMP during 2024 are set out in Tables 1A and 1B. Unless otherwise indicated in Table 1A and 1B, all individuals were KMP for the full year in 2024. Table 1A – Executive KMP Table 1B – Non-Executive Directors KMP Executive Director Non-Executive Directors Meg O’Neill Richard Goyder, AO (Chair) Chief Executive Officer and Managing Director (CEO) Larry Archibald Senior Executive Swee Chen Goh Graham Tiver Ian Macfarlane Executive Vice President and Chief Financial Officer Ann Pickard Liz Westcott1 Executive Vice President and Chief Operating Officer Australia Ben Wyatt Daniel Kalms2 Arnaud Breuillac Executive Vice President and Chief Operating Officer International Angela Minas 2 Mark Abbotsford Ashok Belani1 Executive Vice President and Chief Commercial Officer 2 Tony O’Neill Former Senior Executive Shiva McMahon3 Former Non-Executive Directors Frank Cooper, AO3 former Executive Vice President International Operations Gene Tilbrook4 1. Ms Westcott’s position changed from Executive Vice President Australian Operations to Executive Vice President and Chief Operating Officer Australia on 1 August 2024. 1. Mr Belani was appointed as a non-executive director on 29 January 2024. 2. Mr Kalms and Mr Abbotsford were appointed as Executive KMP on 1 August 2024. 2. Mr O’Neill was appointed as a non-executive director on 3 June 2024. 3. Ms McMahon ceased being Executive Vice President International Operations and an Executive 3. Mr Cooper ceased being a non-executive director on 24 April 2024. KMP on 31 July 2024. 4. Mr Tilbrook ceased being a non-executive director on 28 February 2024. Table 2—Five-year performance The table below summarises Woodside’s performance on financial and non-financial measures over the last five years. 2024 2023 2022 2021 2020 EBITDA excluding impairment1 (US$ million) 9,276 9,363 11,234 4,135 1,922 Operating Expenditure2 (US$ million) 2,183 2,255 2,0633 1,0303 -Net profit after tax (NPAT)4 (US$ million) 3,573 1,660 6,498 1,983 (4,028) Underlying NPAT1 (US$ million) 2,880 3,320 5,230 1,620 447 Basic earnings per share5 (US cents) 188.5 87.5 430 206 (424) Dividends per share (US cents) 122 140 253 135 38 Share closing price (last trading day of the year) (A$) 24.60 31.06 35.44 21.93 22.746 Production7,8 (MMboe) 193.9 187.2 157.7 91.1 100.3 Average annual Dated Brent8 ($/boe) 81 83 101 71 42 Volume-weighted average realised price8 ($/boe) 63.6 68.6 98.4 60.7 32.4 1. This is a non-IFRS measure that is unaudited but derived from audited Financial Statements. This measure is presented to provide further insight into Woodside’s performance and has been calculated as defined in the Alternative performance measures section of the Annual Report. 2. Operating expenditure is a non-IFRS measure that is unaudited. This measure includes only those expenses within production costs and general, administrative and other expenses directly attributable to generating revenue from the sale of hydrocarbons from Woodside’s operating assets. In 2024, operating expenditure excludes post-acquisition expenditure for Louisiana LNG and Beaumont New Ammonia. Operating expenditure was not disclosed prior to 2021. 3. Operating Expenditure for the Corporate Scorecard is calculated and reported in USD reflecting the global nature of the organisation post-merger. Prior to 2023, Operating Expenditure was calculated and reported in AUD. 4. Represents profit after tax attributable to equity holders of the parent. This measure is presented to provide further insight into Woodside’s performance. 5. Basic earnings per share from total operations. 6. Share closing price (last trading day) for 2019 was $34.38. 7. From 2022 onwards, production volumes have been calculated using updated conversion factors as defined in the Glossary, units of measure and conversion factors section of the Annual Report. 8. These measures are non-IFRS financial performance measures and therefore are unaudited. 2024 ANNUAL REPORT121
EXECUTIVE KMP Remuneration Policy Woodside’s strategy is to thrive through the energy transition by building a low-cost, lower-carbon, profitable, resilient and diversified portfolio.1 There are three goals which drive this strategic direction. First, we seek to provide the energy that meets current and future demand. We play to our strengths, providing oil and gas to our customers while advancing new energy products and lower-carbon services. Secondly, we want to create and return value to our shareholders. Our capital management framework aims to optimise value, balance strong shareholder returns and invest in quality opportunities. Finally, we aim to conduct our business sustainably by managing our impact on people, communities and environments in which we operate. This includes a strong focus on the safety of our people and managing our net equity Scope 1 and 2 emissions to meet our targets, which are central to the longevity of our business. All three goals are critical to ensuring that Woodside delivers its strategy and thrives through the energy transition.To do so, the company must attract and retain executive capability in a globally competitive market. The Board structures remuneration so that it rewards those who perform, is valued by Executives, and is aligned with the company’s values, strategic direction and the creation of enduring value to shareholders, and other stakeholders. Fixed Annual Reward (FAR) is determined having regard to the scope of each Executive’s role and their level of knowledge, skills and experience. Variable Annual Reward (VAR) is calculated annually, based on performance measures set by the Board aimed at aligning executive remuneration with short and long-term shareholder returns. VAR aligns shareholder and executive remuneration outcomes by making a significant portion of executive remuneration at risk, while rewarding performance. Executive remuneration is reviewed annually, having regard to the accountabilities, experience and performance of each individual. FAR and VAR are compared against domestic and international competitors at target, to maintain Woodside’s capacity to attract and retain talent and to ensure appropriate motivation is provided to Executives to deliver on the company’s strategic objectives. Executive Incentive Scheme VAR is delivered under the Woodside Executive Incentive Scheme (EIS). The EIS is structured having regard to the key objectives of executive engagement, alignment with the shareholder experience and strategic fit. EXECUTIVE ENGAGEMENT Enable Woodside to attract and retain executive capability in a globally competitive environment by providing Executives with a clear remuneration structure giving line of sight to how performance is reflected in remuneration outcomes. ALIGNMENT WITH THE SHAREHOLDER EXPERIENCE Promote significant share ownership through equity awards. Equity awards are delivered as a combination of Restricted Shares and Performance Rights. The Performance Rights are Relative Total Shareholder Return (RTSR) tested against comparator groups, after five years. STRATEGIC FIT Measures which determine the quantum of the EIS award are selected for alignment with Woodside strategy and award deferral periods reflect Woodside’s strategic time horizons. Together these drive Executives to deliver our strategic objectives with discipline and collaboration, in turn creating shareholder value. 1. Please see section 6.7 – Glossary, units of measure and conversion factors for a definition of how Woodside uses the term lower carbon portfolio. 122WOODSIDE ENERGY GROUP LTD
Individual and company performance The EIS delivers a single variable reward linked to challenging individual and company annual targets set by the Board. Each Executive KMP’s award is based upon two components: individual performance against KPIs (30% weighting) and the company’s performance against the Corporate Scorecard (70% weighting). Individual performance measures are designed to ensure Executives focus on driving Woodside’s culture and values whilst executing Woodside’s strategic imperatives. The Board hasstrong oversight and governance to ensure that appropriate and challenging individual targets are set to create a clear link between performance and reward. The 2024 Corporate Scorecard was based on five measures that impact short-term and long-term shareholder value. These measures assess safe, reliable, and efficient operations, implementation of our strategic plan and delivery of sustainable business priorities. To focus Executives on their leadership contribution to Woodside’s safety performance and delivery against climate plans, each objective was elevated to a standalone measure. FINANCIAL EBITDA is a key contributor to annual profitability, and controlling Operating Expenditure brings a focus on efficient operations, cost competitiveness and shareholder returns. BASE BUSINESS GROWTH SAFETY CLIMATE Revenue is maximised and Growth focuses on Protecting the health Ensures appropriate value generated from our achievement of capital and safety of our people, emphasis on meeting assets when they are fully project milestones and our contractors and our Scope 1 and 2 emissions utilised in production. business developments host communities is a top targets and progress of aligned to our strategic priority. new energy projects. plan.30% 20% 20% 15% 15% Calculation of Award The EIS award is subject to performance in each 12-month period and is determined at the conclusion of each performance year. Individual performance is rated on a scale between 0 and 5 and is assessed by the Board in the case of the CEO, and by the CEO and the Human Resources & Compensation Committee in the case of Senior Executives. Corporate performance is rated on a scale between 0 and 10, with a score of 5 for an outcome at target and a maximum of 10 on each measure. The sum of these two components determines the award. Exceeding targets results in an increased award with a linear calculation up to the maximum, while under-performance will result in a reduced award. The minimum award that an Executive can receive is zero if the performance conditions are not achieved on either company or individual performance. The decision to pay or allocate an EIS award is subject to the overriding discretion of the Board, which may adjust outcomes, both upwards and downwards, to better reflect shareholder outcomes and company or management performance. Each year, the Board conducts a holistic assessment of Woodside’s performance on all significant factors, before considering whether it is appropriate to adjust EIS outcomes, either upwards or downwards. CORPORATE INDIVIDUAL SCORECARD KPIs VARIABLE ANNUAL70% REWARD 30% Target variable reward opportunity for 2024 Each Executive is given a target VAR opportunity and a maximum VAR opportunity which is expressed as a percentage of the Executive’s FAR. The opportunities for 2024 are outlined below. Minimum opportunity Target opportunity Maximum opportunity Position (% of FAR) (% of FAR) (% of FAR) CEO Zero 280 420 Senior Executives Zero 160 256 CEO remuneration at target Senior Executives remuneration at target 26% 74% 38% 62% Fixed reward Variable reward Fixed reward Variable reward 2024 ANNUAL REPORT123
Executive KMP remuneration structure Woodside’s remuneration structure for the CEO and Senior Executives is comprised of two components: FAR and VAR.FAR VAR • Based upon the scope of the Executive’s role and their individual level of knowledge, skill and experience. • Benchmarked for competitiveness against domestic and international peers to enable the company to attract and retain superior executive capability.• Executives are eligible to receive a single variable reward linked to individual and company annual targets set by the Board. • The VAR is subject to performance against individual and corporate performance in the initial 12-month period and is determined at the conclusion of each performance year. The VAR for the CEO and Senior Executives is outlined below: CEO EIS structure Senior Executives EIS structure PERFORMANCE RIGHTS1 PERFORMANCE RIGHTS1 30% Subject to 5-year RTSR performance 27.5% Subject to 5-year RTSR performance RESTRICTED SHARES1 RESTRICTED SHARES1 30% Subject to a 5-year deferral period 27.5% Subject to a 5-year deferral period RESTRICTED SHARES1 Subject to a 4-year 10% deferral period RESTRICTED SHARES1 RESTRICTED SHARES1 Subject to a 3-year Subject to a 3-year 10% deferral period 25% deferral period CASH CASH 20% 20% Performance Year2 Year 1 Year 2 Year 3 Year 4 Year 5 Performance Year2 Year 1 Year 2 Year 3 Year 4 Year 5 1. Allocated using a face value methodology. 2. The cash component is payable following the end of the 12-month performance year. Restricted Shares and Performance Rights are allocated following the end of the 12-month performance year. Cash The cash component is payable following the end of the 12-month performance year, in the March pay cycle. Restricted Shares For the CEO’s VAR award, the Restricted Share component is divided into tranches with three, four and five-year deferral periods and for Senior Executive’s VAR awards, the Restricted Shares are divided into tranches with three and five-year deferral periods. There are no further performance conditions attached to these awards. This element creates a strong retention proposition for Executives as vesting is subject to employment not being terminated with cause or by resignation during the deferral period. The deferral mechanism means that the value of awards reflects fluctuations in share price across the deferral periods, which is intended to reflect the sustainability of performance over the medium and long-term and support alignment between Executives and shareholders. Performance Rights The Performance Rights are divided into two portions with each portion subject to a separate RTSR performance hurdle tested over a five-year period. Performance is tested after five yearsas Woodside operates in a capital intensive industry with long investment timelines. It is imperative that Executives take decisions in the long-term interest of shareholders, focused on value creation across the commodity price cycles of the oil and gas industry. Our view is that RTSR is the best measure of long-term value creation across the commodity price cycle of our industry. One-third of the Performance Rights are tested against a comparator group that comprises the entities within the ASX 50 index at 1 December 2024. The remaining two-thirds are tested against an international group of oil and gas companies, set out in Table 11. RTSR outcomes are calculated by an external adviser after the conclusion of the performance period. The outcome of the test is measured against the schedule on the following page. For EIS awards, any Performance Rights that do not vest will lapse and are not retested. Each Performance Right is a right to receive a fully paid ordinary share in Woodside on vesting (or, at the Board’s discretion, as cash equivalent payment). No amount is payable by the Executive on the grant or vesting of a Performance Right. 124WOODSIDE ENERGY GROUP LTD
RTSR performance hurdle vesting Woodside RTSR percentile position within peer group Vesting of Performance Rights in the relevant RTSR component Less than 50th percentile No vesting Equal to 50th percentile 50% vestBetween the 50th and 75th percentile Vesting on a pro-rata basis Equal to or greater than 75th percentile 100% vestTable 3 – Key EIS features The following table sets out the key features of the EIS awards. Allocation Restricted Shares and Performance Rights are allocated using a face value allocation methodology. The number of Restricted Shares methodology and Performance Rights is calculated by dividing the value by the volume weighted average price (VWAP) of the company’s shares traded on each trading day across December of the performance year. Dividends and Executives are entitled to receive dividends on Restricted Shares. No dividends are paid on Performance Rights prior to vesting. voting For Performance Rights that do vest, a dividend equivalent payment will be paid by Woodside for dividends paid during the period between allocation and vesting. Once shares are allocated following vesting of Performance Rights, Executives are entitled to receive dividends on those shares. The dividend equivalent payment will be paid in cash unless the Board determines otherwise. Restricted Shares have voting rights in the same way as other Woodside shareholders. Performance Rights do not have voting rights until shares are allocated following vesting. Clawback The Board has broad discretion to reduce vested and unvested entitlements, including (among other circumstances) where an provisions Executive has acted fraudulently or dishonestly or is found to be in material breach of their obligations; they have engaged in an act which has brought a Group company into disrepute or may negatively impact any Group company’s reputation in a material way; vesting is not justified or supportable; there is a material misstatement or omission in the financial statements; or a significant unexpected or unintended consequence or outcome has occurred. In 2023, the Board adopted a Mandatory Clawback Policy consistent with the requirements of section 303.A14 of the New York Stock Exchange Listed Company Manual. Where the company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirements under the securities laws, the company will recoup the amount of erroneously awarded incentive-based compensation in accordance with such Mandatory Clawback Policy. Control event The Board has the discretion to determine the treatment of any EIS award on a change of control event. If an actual change of control occurs during the performance year, an Executive will generally receive at least a pro-rata cash payment in respect of the unallocated cash and Restricted Share components of the EIS award for that performance year, assessed at target. If an actual change of control occurs during the vesting period for equity awards, unless the Board determines otherwise, Restricted Shares will vest in full, whilst Performance Rights will vest on a pro-rata basis, having regard to the portion of the vesting period elapsed. Cessation of The Board has the discretion to determine the treatment of any EIS award on cessation of employment. During a performance year, employment if an Executive resigns or their employment is terminated for cause, no EIS award will be provided (unless the Board determines otherwise). In any other case of cessation of employment, Woodside will have regard to performance against target and the portion of the performance year elapsed in determining any EIS award, unless the Board determines otherwise. During a vesting period, if an Executive resigns (or gives notice of their resignation) or their employment is terminated for cause, all Restricted Shares and Performance Rights will be forfeited or lapse (unless the Board determines otherwise). If an Executive ceases employment for any other reason, all Restricted Shares will vest in full at a date determined by the Board and any Performance Rights will remain on foot and will remain subject to the original terms, unless the Board determines otherwise. In all cases, the Board retains discretion to determine alternative treatments in relation to unvested Restricted Shares and Performance Rights, including to lapse or forfeit some or all of them. Adjustments to The Board has discretion to vary the peer group including to consider events that occur prior to vesting (for example, takeovers, Performance Rights mergers or de-mergers). The Board may also adjust vesting outcomes or include or exclude items that the Board considers appropriate, including to better reflect shareholder expectations or management performance. The Board may grant additional Performance Rights or make adjustments it considers appropriate to the terms of a Performance Right if there is a corporate action by, or capital reconstruction in relation to, the company, including any return of capital. Dealing restrictions Executives must not deal in their unvested Restricted Shares or Performance Rights prior to vesting, except in limited circumstances.2024 ANNUAL REPORT125
Other equity plans Woodside has a history of providing employees with the opportunity to participate in ownership of shares in the company and using equity to support a competitive base remuneration position. Details of prior year allocations are provided in Table 12. The terms applying to prior year grants are described in past Woodside Annual Reports. Woodside Equity Plan (WEP) The purpose of the WEP is to enable eligible employees to build up a holding of equity in Woodside as they progress through their career. The WEP is offered to permanent employees who do not participate in the EIS. The number of Equity Rights (ERs) offered to each eligible employee is determined by the Board, and based on individual performance as assessed under the performance review process. There are no further ongoing performance conditions. The linking of performance to an allocation allows Woodside to recognise and reward eligible employees for high performance. Each ER entitles the participant to receive a Woodside share on the vesting date. For offers prior to 2022, the terms of the Plan allowed for 75% vesting of the ERs three years after the effective grant date and the remaining 25% of ERs five years after the effective grant date. For subsequent awards, the Board amended the terms of the Plan to entitle the participant to receive a Woodside share on the vesting date three years after the effective grant date. Subject to overarching Board discretion, ERs under the WEP may vest prior to the vesting date on a change of control or on a pro-rata basis if a participating employee ceases employment due to redundancy, genuine retirement, total and permanent disablement, medical illness, incapacity, death or any other reason the Board determines. Any unvested ERs held by an employee whose employment is terminated by resignation or for cause prior to the vesting date will lapse unless the Board determines otherwise. The other key terms of WEP ERs are similar to the terms of the Performance Rights granted under the EIS. Supplementary Woodside Equity Plan (SWEP) In October 2011, the Board approved the establishment of the SWEP to enable the offering of targeted retention awards of ERs for key capability. The SWEP was updated in 2022 to broaden eligibility to all employees of a subsidiary of Woodside Energy Group Ltd and ensure compliance in all jurisdictions in which Woodside operates. The SWEP awards have service conditions and no performance conditions. Each ER entitles the participant to receive a Woodside share on vesting. Subject to an overarching Board discretion, ERs under SWEP may vest prior to the vesting date on a change of control or on a pro-rata basis if a participating employee ceases employment in the following circumstances: redundancy, death, medical illness or incapacity or total and permanent disablement. Any unvested ERs held by an employee whose employment is terminated by resignation or for cause prior to the vesting date will lapse unless the Board determines otherwise. There is no entitlement to dividends on ERs, and they do not carry voting rights. Minimum Shareholding Requirements (MSR) Policy The Executive KMP MSR Policy reflects the long-term focus of management and aims to further strengthen alignment with shareholders. The MSR Policy requires Senior Executives to have acquired and maintained Woodside shares for a minimum total purchase price of at least 100% of their FAR after a period of five years, and in the case of the CEO a minimum of 200% of FAR after a period of five years. All the Executive KMP except Ms Westcott meet the MSR requirements. Ms Westcott commenced employment with Woodside in 2023 and will continue to acquire Woodside shares to meet MSR requirements. See Table 14 for details. 126WOODSIDE ENERGY GROUP LTD
Remuneration changes and benchmarking The Board conducted a comprehensive review of the remuneration for the CEO and Senior Executives, taking into account their respective accountabilities, experience and individual performance. To support the review the Board engaged independent remuneration consultants KPMG (Australia) and Meridian (US) to provide external benchmarking. The benchmarking conducted by KPMG included ASX 20 companies, selected peers in the Australian materials and energy sector and international oil and gas companies. Meridian benchmarked 17 companies with global operations, primarily in the oil and gas energy sector. As a result of the review the Board has set Ms O’Neill’s FAR at A$2,600,000 effective 1 January 2025. This represents a 5.2% increase compared to Ms O’Neill’s FAR of A$2,472,000 in 2024. The increase recognises the expertise, knowledge and performance of Ms O’Neill and considers Woodside’s growing global footprint and broader range of business activities, including as a result ofsignificant transactions during 2024. In setting the remuneration the Board has continued to balance Ms O’Neill’s FAR with Total Target Reward (TTR), which includes FAR and VAR at target, to ensure this remains competitive both domestically and internationally. The structure provides for long-term focus with 60% of the VAR opportunity not realised for six years. Following the review, FAR is positioned above the median of the ASX 20 peer group and in the upper quartile of international oil and gas peers while TTR is positioned above the median of the ASX 20 peer group and below the median compared to international oil and gas peers. Senior Executive remuneration was also reviewed in 2024, both in the annual cycle and following the implementation of the revised leadership structure. The outcomes of this review reflect the increased accountabilities of each role, individual performance and external benchmarking and are set out in the Executive KMP KPIs and outcomes section of this report. Woodside CEO 1 January 2025 FAR and TTR comparison to ASX 20 peers and international oil and gas peers: CEO FAR comparison 4 3 CEO Million 2 $1 0 ASX International Lower Lower to median Median to upper Upper 2025 Corporate Scorecard The 2025 Corporate Scorecard has been approved by the Board and reflects Woodside’s balanced approach to setting measures aligned with Woodside’s strategy. The Corporate Scorecard has six individually weighted measures which assess safe, reliable, and efficient operations, implementation of our strategic plan and delivery of sustainable business priorities. To continue to emphasise Executive’s focus on their leadershipCEO TTR comparison 40 30 Million 20 $10 CEO 0 ASX International Lower Lower to median Median to upper Upper contribution to Woodside’s safety performance and delivery against climate plans, safety and climate metrics remain individual measures contributing 15% each to the Corporate Scorecard. To provide further transparency on the Corporate Scorecard, the financial measure has been separated into two equally weighted measures: EBITDA and Operating Expenditure, each at 15%. Previously, both EBITDA and Operating Expenditure were included in the financial measure, which had a weighting of 30%. SAFETY CLIMATE EBITDA OPEX BASE BUSINESS GROWTH Protecting the Ensures appropriate EBITDA is a key Controlling Operating Revenue is Growth focuses health and safety emphasis on meeting contributor to annual Expenditure brings maximised and value on achievement of our people, our gross equity Scope 1 profitability and a a focus on efficient generated from our of capital project contractors and our and 2 reduction targets driver of short-term operations, cost assets when they milestones host communities is and progress of new shareholder value. competitiveness and are fully utilised in and business a top priority. energy projects. shareholder returns. production. developments aligned to our strategic plan. 15% 15% 15% 15% 20% 20% 2024 ANNUAL REPORT127
Corporate Scorecard measures and outcomes for 2024 OUTCOME Financial (30%) MID-POINT MAX 4.6 EBITDA excluding impairment is a key contributor to annual profitability and is influenced by both management performance and commodity prices. EBITDA is closely aligned with short-term shareholder value creation. EBITDA is underpinned by efficient operational performance and outcomes are exposed to the upside and downside of oil and gas price and foreign exchange fluctuations, as are returns to shareholders. Controlling Operating Expenditure brings a focus on efficient operations; cost competitiveness; and shareholder returns. 2024 performance Operating Expenditure was US$2,183 million, US$16 million lower than the target of US$2,199 million, highlighting the strong cost discipline throughout the business in an inflationary environment. EBITDA excluding impairment was US$9,276 million, below the target of US$9,861 million due to lower realised prices, partially offset by higher production of 3.6 MMboe above the target. Base business (20%) MID-POINT MAX 5.9 Revenue is maximised and value generated from Woodside’s assets when they are fully utilised in production. Production must be carefully managed throughout the year to optimise value from the assets. The production target for Corporate Scorecard purposes is set relative to the company’s annual budget and market guidance. 2024 performance Production was 3.6 MMboe above target at 193.9 MMboe due to Sangomar achieving first oil earlier than planned and accelerated field ramp-up, NWS strong subsurface outcomes and higher reliability, and Pluto Interconnector above targeted volumes. This is partially offset by Atlantis well availability and water handling constraints, lower demand at Bass Strait, and unplanned outages at Wheatstone. Growth (20%) MID-POINT MAX 7.7 In 2024, we focused on advancing or completing our growth projects: Scarborough and Pluto Train 2, Sangomar, Trion, Calypso and Julimar Phase 3. The Louisiana LNG acquisition and the agreed asset swap with Chevron were achieved in addition to delivering objectives set out at the start of the year. 2024 performance Scarborough and Pluto Train 2 • Scarborough and Pluto Train 2 78% complete1, targeting first LNG cargo in 2026. • Topside and hull preparations continue on the floating production unit, trunkline installation completed, drilling campaign is nearing completion, all modules of Train 2 installed.Sangomar • Production ramp-up completed and nameplate production capacity achieved with zero high consequence injuries and more than one million exposure hours worked. • Drilling campaign including 24 wells successfully completed.Trion • Trion 20% complete, targeting first oil in 2028. • All major scope contracts awarded and fabrication of equipment and floating facilities commenced.Calypso and Julimar • Technical definition of the Calypso development concept progressed, fiscal negotiations advanced with the Government of Trinidad and Tobago, commercial discussions continued with key stakeholders to evaluate options to monetise the resource. • Julimar Phase 3 field execution activities progressed, targeting handover to Chevron in 2026.Additional achievements • Woodside made a significant acquisition of Louisiana LNG, and agreed to an asset swap with Chevron for the NWS and Wheatstone assets.Safety (15%) MID-POINT MAX 5.0 Protecting the health and safety of our people, contractors and our host communities is imperative. Strong safety performance is achieved when we all work and learn together to reduce the likelihood of major accident events or catastrophic losses. This one team approach mitigates risks, enhances operational resilience, supports compliance, and strengthens engagement, which all lead to optimised shareholder value and protecting what matters most. 2024 performance Personal safety performance was on target, with one high consequence injury recorded where recovery time exceeded 180 days for the involved person (against a maximum metric of one injury). Process safety performance was on target, with two Tier 2 process safety events recorded (against a maximum metric of two events). Process safety critical role conformance was 93%, 2% below the target of 95%. The tragic death of an employee of one of OCI’s construction contractors that occurred in October 2024 at the project site is not included in the 2024 Corporate Scorecard assessment based on the applicable Health, Safety and Environment mode of contracting. Climate (15%) MID-POINT MAX 8.2 The Board considers performance across material sustainability issues including climate change and emissions. Strong performance in this area creates and protects value in three ways: it maintains Woodside’s licence to operate which enables development of its growth portfolio; it reflects efficient, optimised and controlled business processes that generate value; and it supports the company’s position as a partner of choice. 2024 performance Gross equity Scope 1 and 2 emissions performance was 6.784 Mt CO -e, 8% better than the target metric set for the 2024 Corporate 2 Scorecard which was inclusive of one-off emissions increases associated with Sangomar startup and production during the second half of 2024. This performance is attributable to reliability and lower flaring on Pluto, NWS and FPSOs and Sangomar’s lower flaring in December due to higher availability of gas compression system. Progress on New Energy Projects • Woodside made a significant acquisition of Beaumont New Ammonia, which represents a step-change towards delivery of our new energy and lower-carbon investment and abatement targets. • Following the acquisition of Beaumont New Ammonia, the level of activity on H2OK was reduced. • Angel carbon capture and storage (CCS) progressed concept definition level of engineering, regulatory approvals, and customer development activities. • The Woodside Solar Project final investment decision remains subject to Western Australian Government finalising the Burrup Transmission Project.Woodside continued to work closely with the WA Government to progress its plans. Overall corporate performance outcome MID-POINT MAX 6.1 1. The completion % excludes the Pluto Train 1 modifications project. 128WOODSIDE ENERGY GROUP LTD
Executive KMP KPIs and outcomes for 2024 CEO FAR As a result of the Board’s review of CEO remuneration, Ms O’Neill’s FAR increased by 3% to A$2,472,000 effective 1 January 2024. CEO VAR and other incentives For 2024, the individual performance of the CEO was reviewed by the Board against five equally weighted measures. These metrics, outlined in Table 4, were chosen because the Board considers successful performance in each area to be a key driver of superior shareholder returns. At the end of the year, the Board reviewed the CEO’s performance for 2024. The CEO’s individual performance was assessed, which together with the Corporate Scorecard outcome, determined the CEO’s VAR outcome. This resulted in an EIS award at 122.7% of the target opportunity (81.8% of the maximum opportunity). Information on the individual performance of the CEO is shown in Table 4. The 2024 EIS award for the CEO is detailed in Table 7. Senior Executive FAR As a result of the Board’s review of Senior Executive remuneration, Mr Tiver’s FAR was increased to A$1,190,000 and Ms Westcott’s FAR to A$1,123,000 effective 1 April 2024. Ms Westcott’s FAR increased to A$1,157,000 effective 1 August 2024 reflecting the broadening of the role to include project execution in addition to all operational activities in the Australian region. The FAR on appointment was A$1,004,000 for Mr Kalms and A$950,000 for Mr Abbotsford. During 2024 Mr Kalms was on international assignment, based in Houston, Texas. The details of his assignment remuneration are provided in Tables 5 and 10. CEO actual remuneration Senior Executive VAR and other incentives For 2024, the individual performance of each Senior Executive was evaluated against the same performance measures as the CEO, with individual KPIs set relevant to each Executive’s area of responsibility. The Board approved EIS awards to Senior Executives based on the Corporate Scorecard result and their individual performance assessment. Information on the individual performance of Senior Executives who were KMP as at 31 December 2024 is shown in Table 4. Details of the EIS award for each Senior Executive who was a KMP as at 31 December 2024 are set out in Table 7. The Board approved a pro-rata 2024 EIS award for Ms McMahon, for the period from 1 January 2024 to 12 December 2024, at 109.1% of the target opportunity and 68.2% of the maximum opportunity. The cash component of the award, together with a cash payment in lieu of the Restricted Share component (52.5% of the total award), will be paid in March 2025. Performance Rights will be awarded subject to the standard vesting conditions. Details of the award, reflecting the period Ms McMahon was in a KMP role, are set out in Table 7. Other incentives paid to Mr Kalms in 2024 include a one-off cash bonus payment (A$90,000) in recognition of significant additional contribution and leadership related to the acquisition of Tellurian and its Driftwood LNG Project (now known as Louisiana LNG). As this payment was awarded in recognition of significant executive contribution, it is not subject to performance conditions. This payment is detailed in Tables 5 and 10. Senior Executives actual remuneration1 22.5% Fixed reward 77.5% Variable reward 33.4% Fixed reward 66.6% Variable reward 1. This represents an average for Senior Executives actual and variable remuneration for 2024, who were KMP as at 31 December 2024. Executive VAR awards are tied to financial performance through the Corporate Scorecard. Since 2021, Operating Expenditure and EBITDA have been distinct metrics contributing to the Corporate Scorecard. This ensures the Executives are focused on delivering strong returns for our shareholders and is demonstrated in the tables below. EBITDA and Corporate Scorecard outcome EBITDA and CEO’s EIS award (as a % of target opportunity) 12,000 10 12,000 150% million 10,000 million 10,000 8 $ 120% $ target) US US 8,000 8,000 of outcome 6 90% (% 6,000 6,000 award impairment) 4 Scorecard impairment) 60% 4,000 4,000 EIS (excl (excl2 30% CEO’s EBITDA 2,000 Corporate EBITDA 2,000 0 0 0 0 2020 2021 2022 2023 2024 EBITDA (excl. impairment) Corporate Scorecard outcome 2018 Performance Rights RTSR outcome The five-year performance period for the Performance Rights awarded under the 2018 EIS ended on 19 February 2024. These Performance Rights were subject to a RTSR hurdle over the same duration and were tested against two comparator groups set out on page 81 of the 2018 Annual Report.2020 2021 2022 2023 2024 EBITDA (excl. impairment) CEO’s EIS awardRTSR outcomes, calculated by an external adviser, determined that Woodside’s RTSR performance within each comparator group was below the 50th percentile. Consequently, all Performance Rights granted to Executives in respect of the 2018 EIS lapsed. Specifically, all of the 15,379 Performance Rights granted to the CEO, with a corresponding value of A$476,289, lapsed. 2024 ANNUAL REPORT129
Table 4 – CEO and Senior Executive individual performance for 2024 EIS Meg O’Neill—CEO and Managing Director KPI Performance Outcome Growth agenda Assesses the alignment of growth opportunities to shareholder return; portfolio balance; the achievement of challenging business objectives. • Delivered two significant value-enhancing opportunities in Louisiana LNG and Above target Beaumont New Ammonia acquisitions, brought two quality partners, LNG Japan and JERA, into the Scarborough Joint Venture and agreed an asset swap with Chevron to simplify portfolio and improve commercial prospects for the NWS Project. • Completed the Sangomar Project with rapid production ramp-up and nameplate production capacity production achieved with total recordable injury frequency rate of zero, setting up the organisation to realise long-term value from the project. • Scarborough and Pluto Train 2 Project 78% complete1 with trunkline and flowline installation complete, floating production unit topsides and hull construction progressed and Train 2 module fabrication completed and installed. • Trion Project 20% complete with all major scope contracts awarded and fabrication of equipment and floating facilities commenced. Effective execution Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; achievement of health, safety and community expectations. • Personal and process safety performance met targets with process safety critical Above target role conformance slightly below target. Field Leadership program rolled out globally with 1200+ people trained. • Strong operational performance with above target production and high LNG reliability. • Commenced production from the Sangomar Project. • NWS LNG Train 2 taken offline as preparations for permanent retirement are underway. • NWS Extension received State environmental approval supporting operation until 2070. • Full year gross equity Scope 1 and 2 emissions were 8% better than the target level of performance set under the 2024 Corporate Scorecard. • Continued safe execution of decommissioning campaigns continued across a number of fields offshore Western Australia and in the Bass Strait.Enterprise capability Assesses leadership development; workforce planning; executive succession; Indigenous participation and diversity; effective risk identification and management. • Improved female participation in leadership roles throughout the year. Above target • 2023 Reconciliation Action Plan performance met or exceeded baseline in all nine key areas. Stretch targets were achieved in: promoting reconciliation, Indigenous business participation, social contribution and self-determination. • Restructured the organisation to better integrate traditional and new energy activity and capabilities along the value chain. • Continued embedding Woodside’s leadership program with another 1000+ employees completing foundational programs. Culture and reputation Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; Woodside’s brand as a partner of choice.• Active external representation of Woodside and the Australian energy sector, Above target including roles of Chair of Australian Energy Producers and Board member of the Business Council of Australia. • Launched the Challenge Accepted brand program, Woodside Connected employee activation network, and the 70th Anniversary campaign. • Continued proactive community engagement and maintained relationships. • Achieved consistent workforce engagement scores reflective of the stabilised organisational climate.Shareholder focus Assesses whether decisions are made with a long-term shareholder return focus; efficient and timely communication to shareholders, market analysts and fund managers; the focus on shareholder return throughout the organisation.• Delivered growth projects and opportunities which will increase Woodside’s long- Above target term value and profitability. • Continued to provide strong dividends with 8.0% yield.2 • Ensured Woodside financially well positioned with strong balance sheet, gearing in range, high liquidity and appropriate hedging to protect against a low pricing environment. • Undertook regular engagement with investors and Environment Social and Governance teams regarding climate response. EIS3 earned as percentage of target opportunity 122.7% EIS earned as percentage of maximum 81.8% opportunity 1. The completion % excludes the Pluto Train 1 modifications project. 2. Calculated based on Woodside’s closing share price on 31 December 2024 of A$24.60 ($15.29) and a US$:A$ exchange rate of 0.6217. 3. The award of Restricted Shares and Performance Rights is subject to shareholder approval at the 2025 Woodside Annual General Meeting. 130WOODSIDE ENERGY GROUP LTD
Graham Tiver—Executive Vice President and Chief Financial Officer KPI Performance Outcome Growth agenda Assesses the alignment of growth opportunities to shareholder return; portfolio balance; the achievement of challenging business objectives. • Completed sell down of 15.1% and 10% equity stakes in the Scarborough Joint Above target Venture to JERA and LNG Japan respectively and associated US$1 billion debt funding from the Japanese Bank for International Cooperation (JBIC). • Provided significant Finance divisional support to transactions, including Louisiana LNG and Beaumont New Ammonia, and the agreed asset swap with Chevron. • Successfully issued US$2 billion of bonds in the US market in Woodside’s inaugural SEC raising, attracting strong levels of high calibre investment to position the balance sheet to support growth activities. Effective execution Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; achievement of health, safety and community expectations. • Realised significant improvements and efficiencies in processes leveraging the Above target delivery of a new financial system. • Supported the business in maintaining strong cost performance resulting in lower year-on-year unit production costs despite an inflationary environment. • Delivered the redocumentation of the Sarbanes-Oxley (SOX) framework to optimise controls and further streamline processes. • Progressed Governance, Risk and Compliance harmonisation with a focus on simplification and consistency across the portfolio. Enterprise capability Assesses leadership development; workforce planning; executive succession; Indigenous participation and diversity; effective risk identification and management. • Integrated Contracting and Procurement into the Finance division and restructured On target the leadership team with a focus on growth of internal talent. • Achieved improvements across a number of diversity and inclusion metrics, including Indigenous employment and female leadership. Culture and reputation Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; Woodside’s brand as a partner of choice.• Employee engagement increased in parallel with an organisational restructure and Above target the introduction of a new financial system. • Established broader debt support relationships including new markets. • Implemented a new organisational structure to support delivery of a high performing finance division. • Sponsored the employee interest group focused on cultural and linguistic diversity. Shareholder focus Assesses whether decisions are made with a long-term shareholder return focus; efficient and timely communication to shareholders, market analysts and fund managers; the focus on shareholder return throughout the organisation.• Actively engaged with the investor community directly and through presentations Above target at shareholder events, including the US investor event in September 2024. • Delivered the Petroleum Resource Rent Tax (PRRT) submission and participated in the Australian Senate Inquiry resulting in a formal closure of the PRRT review. EIS earned as percentage of target opportunity 122.6% EIS earned as percentage of maximum 76.7% opportunity 2024 ANNUAL REPORT131
Liz Westcott—Executive Vice President and Chief Operating Officer Australia KPI Performance Outcome Growth agenda Assesses the alignment of growth opportunities to shareholder return; portfolio balance; the achievement of challenging business objectives. • Scarborough and Pluto Train 2 78% complete1, trunkline and flowline installation Above target complete, floating production unit topsides and hull construction progressed and Train 2 module fabrication completed and installed. • Executed Pluto Interconnector Production Capacity Approved Quantity (PCAQ) increase. • Commissioned Macedon Low Pressure Operations increasing Macedon domestic gas production. • Progressed NWS infill program including proposed subsea tieback of five wells into existing offshore NWS facilities to be produced via the Karratha Gas Plant. Targeting FID in 2025. Effective execution Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; achievement of health, safety and community expectations. • Improved safety engagement with contractors and implemented Field Leadership Above target program across assets. One high consequence injury recorded. • Production outcomes above budget due to strong operated LNG reliability (98.0%), and Pluto Interconnector above committed volumes. Gross equity Scope 1 and 2 emissions 6.4% better than the target level of performance set under the 2024 Corporate Scorecard due to higher reliability and implementation of ‘operate out’ practices. • Delivered cost saving initiatives to offset inflationary pressures and deliver unit cost below budget. • NWS LNG Train 2 taken offline as preparations for permanent retirement are underway. • Progressed decommissioning activities for Enfield, Griffin, Stybarrow, Minerva and Bass Strait including safe recovery and transportation of the Griffin riser turret mooring (RTM). • Worked with operator to complete the Gippsland Asset Streamlining Project and the Hastings Generation Project for Bass Strait. Enterprise capability Assesses leadership development; workforce planning; executive succession; Indigenous participation and diversity; effective risk identification and management. • Implemented an improved operating model for the Australia business, emphasising Above target growth of internal talent and the implementation of succession plans for key leadership positions. • Increased overall female participation and female leadership. • Progressed design and development of a simplified management system for operations (to be implemented in 2025). Culture and reputation Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; Woodside’s brand as a partner of choice.• Built and fostered key external relationships with the Australian State and Federal Above target Governments, regulators, customers, joint venture partners and investors. • Received environmental approvals from the Western Australian Government for the North West Shelf Project Extension. • Participated in multiple engagements with host communities and Traditional Owners including attending the Garma Festival. • Maintained an upwards trajectory in employee engagement scores. Shareholder focus Assesses whether decisions are made with a long-term shareholder return focus; efficient and timely communication to shareholders, market analysts and fund managers; the focus on shareholder return throughout the organisation.• Led key asset optimisation projects including the simplification and consolidation of On target Woodside’s Australian portfolio through an asset swap with Chevron. • Progressed Pluto large scale decarbonisation opportunities. • Progressed NWS Late Life Asset Management operating cost reduction initiatives. • Executed incremental WA gas sales of 7.3PJ (full year 73.5PJ) for delivery across 2025 and 2026. Completed an expressions of interest process for the East Coast that resulted in commitments to contracts totaling 77.4 PJ across 2025 and 2026. EIS earned as percentage of target opportunity 122.6% EIS earned as percentage of maximum 76.7% opportunity 1. The completion % excludes the Pluto Train 1 modifications project. 132WOODSIDE ENERGY GROUP LTD
Daniel Kalms—Executive Vice President and Chief Operating Officer International KPI Performance Outcome Growth agenda Assesses the alignment of growth opportunities to shareholder return; portfolio balance; the achievement of challenging business objectives. • Led the corporate acquisition resulting in the Louisiana LNG opportunity, delivering Above target significant international growth opportunity for Woodside. • Achieved Sangomar startup in Q2 at low end of cost range. Facility startup and performance testing completed. • Trion Project 20% complete at year end with major scope elements on track. Floating production unit (FPU) construction commenced in Q3. • Integrated the Beaumont New Ammonia Project into international business in advance of startup in second half 2025. Effective execution Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; achievement of health, safety and community expectations. • Zero high consequence injuries in 2024. Above target • Zero environmental non-compliance events and gross equity Scope 1 and 2 emissions 13.6% better than the target level of performance set under the 2024 Corporate Scorecard. • Sangomar production and reliability surpassed plan and supported accelerated reserves booking. • International production grown year on year from 22% to 28% of Woodside total production, driven by increased production from Senegal and assets in the United States. • Established Louisiana LNG Project organisation and signed revised engineering, procurement and construction (EPC) contract with Bechtel allowing limited notice to proceed. • Led implementation of the enterprise system upgrade (S4HANA) on time and without business interruption. • Implemented increased offshoring of IT work to India delivering material cost savings. Enterprise capability Assesses leadership development; workforce planning; executive succession; Indigenous participation and diversity; effective risk identification and management. • Championed reorganisation of the international business into a simpler Above target asset-based operating model. • Delivered the process safety improvement project and achieved signoff of process safety leadership competencies across safety critical roles. • Built capability pipeline leading to an increase in participation by females and under-represented racial groups. Culture and reputation Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; Woodside’s brand as a partner of choice.• Built industry relationships with partners and governments across Senegal, Above target Mexico, Trinidad and Tobago, USA and other project and business development locations. • Employee engagement scores for international business group above company average. • Sponsored and participated in several employee interest groups in international locations. • Actively led and sponsored Woodside US-based employee giving and volunteering campaign in support of United Way of Houston and served on the Board of United Way of Greater Houston. Shareholder focus Assesses whether decisions are made with a long-term shareholder return focus; efficient and timely communication to shareholders, market analysts and fund managers; the focus on shareholder return throughout the organisation.• Secured improved Production Sharing Contract terms in Trinidad and Tobago for Above Target producing assets and growth opportunities. • Actively engaged in multiple investor meetings across the USA to communicate Woodside’s strategy and receive feedback. EIS earned as percentage of target opportunity 127.1% EIS earned as percentage of maximum 79.5% opportunity 2024 ANNUAL REPORT133
Mark Abbotsford—Executive Vice President and Chief Commercial Officer KPI Performance Outcome Growth agenda Assesses the alignment of growth opportunities to shareholder return; portfolio balance; the achievement of challenging business objectives. • Led the strategic partnership discussion with JERA that enabled the execution and Above target completion of the 15.1% Scarborough JV sell down, LNG offtake and collaboration on new energy and lower-carbon services opportunities. • Developed the commercial and marketing strategy to support the Louisiana LNG acquisition decision. • Progressed early stage opportunities for carbon capture and storage and hydrogen, including the conditional offtake term sheet with Keppel for the supply and purchase of liquid hydrogen. • Identified and led the evaluation of several potential new supply and partnership opportunities. Effective execution Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; achievement of health, safety and community expectations. • Executed long-term LNG sale and purchase agreements with key buyers KOGAS, Above target CPC and JERA. • Successfully implemented the Sangomar marketing and shipping strategy following first production. • Added a long-term charter LNG vessel to Woodside’s shipping fleet to meet portfolio delivery commitments, in line with Woodside’s growth strategy. • Supported the execution of the agreed asset swap with Chevron, enabling the consolidation and simplification of Woodside’s Australian portfolio.Enterprise capability Assesses leadership development; workforce planning; executive succession; Indigenous participation and diversity; effective risk identification and management. • Successfully embedded a global Business Development and Commercial Above target leadership structure, focusing on maturing commercial capabilities within the organisation. • Expanded Woodside’s marketing and trading capabilities, particularly in London and the US to accommodate the increase in activities. • Continued to build on the strong pipeline of females in senior leadership positions. Culture and reputation Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; Woodside’s brand as a partner of choice.• Active external representation of Woodside and the Australian energy sector, Above target including as a board member of the Chamber of Commerce and Industry of Western Australia and the Asia Natural Gas & Energy Association. • Embedded a clear vision for the newly formed Business Development and Commercial organisation, brought together to strengthen Woodside’s ability to identify and capitalise on new growth opportunities. • Proactively managed key external relationships with the Australian State and Federal Governments and regulators, including representing Woodside at the Parliamentary Inquiry into the Western Australian Domestic Gas Policy.Shareholder focus Assesses whether decisions are made with a long-term shareholder return focus; efficient and timely communication to shareholders, market analysts and fund managers; the focus on shareholder return throughout the organisation.• Regular engagement with the external market through presentations at Above target shareholder events and direct engagements with investors. • Continued to optimise Woodside’s existing portfolio, delivering a marketing segment profit before tax of US$427 million for the trading organisation, exceeding the stretch target.EIS earned as percentage of target opportunity 127.1% EIS earned as percentage of maximum 79.5% opportunity 134WOODSIDE ENERGY GROUP LTD
Table 5 – CEO and Senior Executive total remuneration received (non-IFRS information)1 The following table provides greater transparency to shareholders of the total remuneration received or receivable by the CEO and Senior Executives, in 2023 and 2024. This includes FAR, EIS cash awards earned in respect of performance for the year and the value of shares and rights which vested during the year calculated using the five-day VWAP leading up to but not including the vesting, forfeiture or lapsing date. Termination benefits are not included in the table below; these amounts are disclosed in Table 10. Amounts are shown in the currency in which the remuneration is paid, either AUD or USD, whereas Table 10 is expressed in USD which is Woodside’s functional and presentational currency. Total remuneration received differs from statutory remuneration reported in Table 10 that is prepared in accordance with the Corporations Act 2001 (Cth) and Accounting Standards which require share-based payments to be reported as remuneration from the time of grant, even though actual value may ultimately not be realised from these share-based payments. Salary, EIS cash and Total Previous years’ allowances and other cash Restricted Performance Equity Rights remuneration awards forfeited superannuation2 incentives3 Shares vested4 Rights vested4 vested4 received or lapsed4 Name Year A$ A$ A$ A$ A$ A$ A$ 2024 2,472,000 1,698,800 1,012,781 — 5,183,581 476,289 M O’Neill 2023 2,400,000 1,530,600 534,659 — 4,465,259 2024 1,185,859 520,705 — 878,125 2,584,689 -G Tiver 2023 1,145,053 432,900—1,229,333 2,807,286 2024 1,178,105 454,000 ——1,632,105 -L Westcott5 2023 709,771 239,538 ——949,309 2024 435,758 260,725 ——696,483 -D Kalms6 2023 — — — -2024 399,735 180,132 ——579,867 -M Abbotsford7 2023 — — ——Former Senior Executive US$ US$ US$ US$ US$ US$ US$ 2024 404,039 438,353 ——842,392 -S McMahon8 2023 731,585 186,800—327,039 1,245,4241. This is non-IFRS information that is unaudited. 2. Represents the total FAR earned in 2024 and 2023 including salaries, fees, allowances and company contributions to superannuation. This reflects pro-rated amounts for the period that Executives were in KMP roles. 3. Includes the EIS cash incentive earned in the respective year, which is actually paid in the following year. This reflects pro-rated amounts for the period that Executives were in KMP roles. 4. The value of Restricted Shares, Performance Rights and Equity Rights is calculated using the five-day VWAP leading up to but not including the vesting or forfeiture or lapsing date. For Ms McMahon the amount was translated to USD based on the exchange rate reflective of the five-day period leading up to but not including the vesting date. 5. Ms Westcott commenced employment with Woodside on 1 June 2023. 6. Mr Kalms was appointed as an Executive KMP on 1 August 2024. Mr Kalms was on international assignment during 2024 and received assignment allowances (A$182,969 paid on a net basis) in addition to allowances disclosed in this table. Woodside settled the actual tax liability on these allowances on behalf of Mr Kalms. Cash incentives earned by Mr Kalms include a one-off cash bonus payment (A$90,000) in recognition of his significant additional contribution and leadership related to the acquisition of Tellurian and its Driftwood LNG Project (now known as Louisiana LNG). 7. Mr Abbotsford was appointed as an Executive KMP on 1 August 2024. 8. Ms McMahon ceased being an Executive KMP on 31 July 2024. Other cash incentives earned by Ms McMahon include a cash payment in lieu of the Restricted Share component of the 2024 EIS award. This payment will be made in March 2025.Table 6 – 2024 vesting outcomes Vesting value Executive Shares US$1 2018 EIS 5-year Restricted Shares vested on 19 February 2024 M O’Neill 15,379 309,735 2018 EIS 5-year Performance Rights vested on 19 February 20242 M O’Neil —2020 EIS 3-year Restricted Shares vested on 24 February 2024 M O’Neil 17,697 351,128 2022 Equity Rights vested on 31 August 20243 G Tiver 32,307 595,632 1. The value of Restricted Shares and Equity Rights is calculated using the five-day VWAP leading up to but not including the vesting date. Amounts were translated to USD based on the exchange rate reflective of the five-day period leading up to but not including the vesting date. 2. All of the Performance Rights allocated to Ms O’Neill in respect of the 2018 EIS lapsed as RTSR performance within each peer group was below the hurdle for vesting. 3. Equity Rights were awarded to Mr Tiver as a sign-on benefit under the SWEP to compensate for benefits forgone on leaving the BHP Group. 2024 ANNUAL REPORT135
Table 7 – Valuation summary of Executive KMP EIS for 2024 and 2023 Restricted Shares Restricted Shares Restricted Shares Performance Rights 3-year vesting 4-year vesting 5-year vesting 5-year vesting Cash1 period period period period Total EIS Name Year US$ US$ US$ US$ US$ US$ 20242 1,056,074 541,717 541,717 1,625,181 1,066,961 4,831,650 M O’Neill4 20233 906,280 463,891 463,891 1,391,714 937,894 4,163,670 20242 290,315 372,303—409,526 268,861 1,341,005 G Tiver 20233 265,631 339,914—373,918 251,988 1,231,451 20242 282,233 361,935—398,133 261,381 1,303,682 L Westcott5 20233 146,983 188,091—206,902 139,434 681,410 20242 106,132 136,105—149,715 98,291 490,243 D Kalms6 2023 — — —20242 100,431 128,791—141,673 93,011 463,906 M Abbotsford6 2023 — — — Former Senior Executive 20242 438,353 ——179,013 617,366 S McMahon7 20233 186,800 243,171—267,484 180,261 877,716 1. Represents the cash incentive earned in the respective year, which is actually paid in the following year. Amounts were translated to USD using the closing spot rate on 31 December. 2. The number of Restricted Shares and Performance Rights allocated for 2024 was calculated by dividing the amount of the Executive’s entitlement allocated to Restricted Shares by the face value of Woodside shares. The USD fair value of Restricted Shares and Performance Rights at their date of grant has been estimated by reference to the closing share price at 31 December 2024 and preliminary modelling respectively. Grant date for Senior Executives’ awards has been determined to be the date of the Board of Directors’ approval, being 25 February 2025, while grant date for Ms O’Neill’s award will, subject to shareholder approval being given, be the date of the 2025 Woodside Annual General meeting. Any differences between the estimated fair value at 31 December 2024 and the final fair value will be trued-up in the 2025 financial year. The fair value is not indicative of the benefit (if any) that an individual Executive may ultimately realise should these equity instruments vest. 3. The number of Restricted Shares and Performance Rights allocated for 2023 were calculated by dividing the amount of the Executive’s entitlement allocated to Restricted Shares by the face value of Woodside shares. The USD fair value of Restricted Shares and Performance Rights at their date of grant was estimated by reference to the closing share price at 31 December 2023 and preliminary modelling respectively. Grant date for Senior Executives’ awards has been determined to be the date of the Board of Directors’ approval, being 27 February 2024, while grant date for Ms O’Neill’s award is the date of shareholder approval at the 2024 Woodside Annual General meeting on 24 April 2024. The final fair value was calculated at these dates and was trued-up in the 2024 financial year. The fair value is not indicative of the benefit (if any) that an individual Executive may ultimately realise should these equity instruments vest. 4. Ms O’Neill’s 2023 EIS was awarded at 99% of the target opportunity. The Board’s assessment of Ms O’Neill’s performance, together with the Corporate Scorecard outcome, resulted in an EIS award at 104% of the target opportunity. The CEO proposed to the Board her final EIS be reduced by 5% in light of the fatality at our North Rankin Complex and the Board exercised its discretion to reduce the award to 99% of the target opportunity. 5. Ms Westcott commenced employment with Woodside on 1 June 2023. 6. Mr Kalms and Mr Abbotsford were appointed as Executive KMP on 1 August 2024. 7. Ms McMahon ceased being an Executive KMP on 31 July 2024. Ms McMahon is eligible for a pro-rata 2024 EIS award, which includes a cash payment (US$ 317,428) in lieu of an allocation of Restricted Shares. This payment will be made in March 2025. Contracts for Executive KMP Each Executive KMP has a contract of employment. Table 8 below contains a summary of the key contractual provisions of the contracts of employment for the continuing Executive KMP. Table 8 – Summary of contractual provisions for Executive KMP Termination notice period Termination notice period Name1 Employing company Contract duration where given by company2,3 where given by Executive M O’Neill Woodside Energy Ltd Unlimited 6 months 6 months G Tiver Woodside Energy Ltd Unlimited 6 months 6 months L Westcott Woodside Energy Ltd Unlimited 6 months 3 months D Kalms Woodside Energy Ltd Unlimited 6 months 3 months M Abbotsford Woodside Energy Ltd Unlimited 6 months 3 months 1. Remuneration is reviewed annually or as required to maintain alignment with policy and benchmarks. 2. Woodside may choose to terminate the contract immediately by making a payment in lieu of notice equal to the fixed remuneration the Executive KMP would have received during the company notice period. In the event of termination for serious misconduct or other nominated circumstances, Executive KMP are not entitled to this payment. 3. On termination of employment, Executive KMP will be entitled to the payment of any fixed remuneration calculated up to the termination date, any leave entitlement accrued at the termination date and any payment or award permitted under the EIS and Equity Award Rules. Executive KMP are restrained from certain activities for specified periods after termination of their employment in order to protect Woodside’s interests.Termination benefits Ms McMahon ceased being an Executive KMP on 31 July 2024, and ceased employment on 12 December 2024, following changes to the executive leadership structure that took effect on 1 August 2024. As a result, the Board considered and approved termination benefits including a pro-rata EIS award for the 2024 performance year, accelerated vesting of incentive awards awarded in respect of prior performance years, and a severance payment aligned with the provisions of the Severance Pay Plan. Incentive awards that vestedincluded a pro-rata vesting of Equity Rights awarded under the SWEP and accelerated vesting of Restricted Shares awarded under the EIS. All existing Performance Rights awarded under the EIS, as well as those to be awarded in respect of the 2024 EIS, will remain on-foot subject to the original terms. Table 10 provides further details including all termination payments on separation.136WOODSIDE ENERGY GROUP LTD
NON-EXECUTIVE DIRECTORS (NEDs) Remuneration Policy NEDs remuneration structure Woodside’s Remuneration Policy for NEDs aims to attract, retain, NEDs remuneration consists of base Board fees and Committee motivate and to remunerate fairly and responsibly having regard to: fees, plus statutory superannuation contributions or payments in lieu (currently 11.5%). Other payments may be made for additional • the level of fees paid to NEDs relative to other major Australian services outside the scope of Board and Committee duties. NEDs do listed companies. • the size and complexity of Woodside’s operations. not earn retirement benefits other than superannuation and are not entitled to any form of performance-linked remuneration in order to • the responsibilities and work requirements of Board members. preserve their independence. Table 9 shows the 2024 annual base Board and Committee fees for NEDs. Fees paid to NEDs are recommended by the Human Resources & Compensation Committee (HR&CC) based on benchmarking from In addition to these fees, NEDs are entitled to reimbursement of external remuneration consultants and determined by the Board. reasonable travel, accommodation and other expenses incurred Following a review in December 2024, the Board approved an attending meetings of the Board, Committees or shareholders, or increase to annual Board and Committee fees ranging between 2% while engaged on Woodside business. NEDs are not entitled to and 3%, effective 1 January 2025. The increases ensure the NED compensation on termination of their directorships. fees remain competitive in the market and consider the broader An allowance is paid to any NED required to travel internationally range of business responsibilities and work required as Woodside to attend Board commitments, compensating for factors related continues to invest in targeted, strategic opportunities to deliver to long-haul travel. Where travel is between six and ten hours, an growth and value creation. Additionally, effective 1 January 2025, allowance of A$5,000 gross per trip is paid. Where travel exceeds the Sustainability Committee Chair fee was increased to A$56,000 10 hours, an allowance of A$10,000 gross per trip is paid. Based on and the member fee was adjusted to A$28,500 to acknowledge the benchmarking outcomes to the ASX peer group, the Board approved increased workload and align with the fees paid to the HR&CC. an increase to travel allowances effective 1 January 2025. Where Fees paid to NEDs are subject to an aggregate limit of A$4.675 travel is between six and ten hours, an allowance of A$7,500 gross million per financial year, which was approved by shareholders at per trip is to be paid. Where travel exceeds 10 hours, an allowance the 2023 AGM. of A$15,000 gross per trip is to be paid. This is the first increase to MSR Policy the international travel allowance since 1 January 2019. Board fees are not paid to the CEO, as the time spent on Board NEDs are required to have acquired shares for a total purchase work and the responsibilities of Board membership are considered price of at least 100% of their pre-tax base annual fee after five in determining the remuneration package provided as part of the years on the Board. The NEDs may utilise the Non-executive normal employment conditions. Directors’ Share Plan (NEDSP) to acquire the shares on market at market value. As the shares are acquired after tax, the shares in the The total remuneration paid to, or in respect of, each NED in 2024 is NEDSP are not subject to any forfeiture conditions. set out in Table 13. As at 31 December 2024, all NEDs met the MSR, except for Mr Wyatt, Mr Breuillac, Ms Minas and Mr Belani who have joined Woodside in the past five years. Each of these NEDs is participating in the NEDSP to assist with acquiring shares to meet the MSR. See Table 14 for details. Table 9 – Annual base Board and committee fees for NEDs1 Human Resources Audit & Risk & Compensation Sustainability Nominations & Board2 Committee Committee Committee Governance Committee Position A$ A$ A$ A$ A$ Chair of the Board3 759,465 ——-Non-Executive Directors4 230,137 — — Committee Chair—62,328 54,600 49,770 Nil Committee member—33,562 27,825 24,885 Nil 1. Fees in this table reflect 2024 annual base Board and committee fees for NEDs. 2. NEDs receive Board and committee fees plus statutory superannuation or payments in lieu where statutory superannuation is not required to be paid. 3. Inclusive of committee work. 4. Board fees paid to NEDs other than the Chair. 2024 ANNUAL REPORT 137
HUMAN RESOURCES & COMPENSATION COMMITTEE REPORTING NOTES The Committee assists the Board to determine appropriate Reporting in United States dollars remuneration policies and structures for NEDs and Executives. In this report, the remuneration and benefits reported have been Further information on the role of the Committee is described in the presented in US dollars, unless otherwise stated. This is consistent Corporate Governance Statement in the Annual Report. with the functional and presentation currency of the company. LOANS AND TRANSACTIONS Compensation for Australian-based employees and Australian-based Executive KMP is paid in Australian dollars and, for reporting No loans or transactions (other than as described in this report) purposes, converted to US dollars based on the exchange rate have been made, guaranteed or secured, directly or indirectly, by reflective of the service period. Compensation for US-based Woodside or any of its subsidiaries at any time throughout the year, employees and US-based Executive KMP is paid in US dollars. to any Executive KMP including to an Executive KMP related party. Valuation of equity awards is converted at the spot rate applying USE OF REMUNERATION CONSULTANTS when the equity award is granted. From time-to-time, the Committee directly engages independent external advisers to provide input to the process of reviewing the remuneration for NEDs and Executives. The Committee may receive executive remuneration advice directly from external independent remuneration consultants. Under communications and engagement protocols adopted by Woodside, market data reports are provided directly to the Committee Chair, and a consultant provides a statement to the Committee that reports have been prepared free of undue influence from Executive KMP. This process ensures the Committee has full oversight of the review process and therefore it, and the Board, can be satisfied that the work undertaken by external independent remuneration consultants is free from undue influence by Executive KMP. External remuneration benchmarking in 2024 was obtained from independent remuneration consultants KPMG to assist with the NED fee review, and from KPMG and Meridian for the CEO and Senior Executive review. No remuneration recommendations were received during 2024. 138 WOODSIDE ENERGY GROUP LTD
STATUTORY TABLES Table 10 – Compensation of CEO and Senior Executives for the year ended 31 December 2024 and 2023 FAR VAR and other incentives Post- Short-term employment Short-term Long-term Salaries, Non- Superannuation Long fees and monetary / Pension Equity Restricted Performance Service Termination Total Performance allowances benefits1 Contributions Cash2 Rights3 Shares3,4 Rights3 Leave benefits Remuneration5 related6 $ $ $ $ $ $ $ $ $ $ A$ % M O’Neill7 2024 1,795,548 19,500—1,056,074—1,807,949 641,069 148,258—5,468,398 8,388,230 64 Chief Executive Officer and Managing Director 2023 1,672,740 47,576—958,405—1,521,538 537,298 177,194—4,914,751 7,373,431 61 G Tiver 2024 842,026 11,872 25,444 323,701 276,366 451,794 129,109 28,594—2,088,906 3,196,894 57 Executive Vice President and Chief Financial Officer 2023 721,973 9,169 23,486 294,851 599,593 311,868 90,077 25,681—2,076,698 3,116,921 62 L Westcott8 2024 780,848 42,669 105,451 282,233—228,356 64,094 20,852—1,524,503 2,337,379 38 Executive Vice President and Chief Operating Officer 2023 443,247 53,174 48,373 163,151—50,518 14,216 10,687—783,366 1,186,020 29 Australia D Kalms9 2024 282,840 15,183 58,679 162,082—189,175 70,346 189,048—967,353 1,481,938 44 Executive Vice President and Chief Operating Officer 2023 — — — — — — International M Abbotsford10 2024 282,629 3,183 12,253 111,981—174,379 58,044 96,700—739,169 1,131,279 47 Executive Vice President and Chief Commercial 2023 — — — — — — Officer Former Executive KMP S McMahon11 2024 353,964 5,529 60,963 438,353 146,531 615,466 413,058—724,28712 2,758,151 4,242,450 58 Executive Vice President International Operations 2023 634,567 60,110 143,997 186,800 335,940 180,375 51,649 — 1,593,438 2,392,942 47 2024 4,337,855 97,936 262,790 2,374,424 422,897 3,467,119 1,375,720 483,452 724,287 13,546,480 20,778,170 56 Executive KMP Total 2023 3,472,527 170,029 215,856 1,603,207 935,533 2,064,299 693,240 213,562—9,368,253 14,069,314 57 1. Reflects the value of allowances and non-monetary benefits (including relocation, travel, health insurance, car parking and any associated fringe benefit tax). This reflects pro-rated amounts for the period that Executives were in KMP roles. 2. The amount includes the EIS cash incentive earned in the respective year, which is actually paid in the following year. Amounts were translated to USD using the closing spot rate on 31 December. This reflects pro-rated amounts for the period that Executives were in KMP roles. 3. In accordance with the requirements of AASB 2 Share-based Payment, the fair value of equity instruments as at their date of grant has been determined with reference to the closing share price at grant date, or by applying the Black-Scholes option pricing technique or applying the binomial valuation method combined with a Monte Carlo simulation. The fair value of equity instruments is amortised over the vesting period from the commencement of the service period, such that ‘total remuneration’ includes a portion of the fair value of unvested equity compensation during the year. The portion of the expense relating to the 2024 EIS has been measured using estimated fair values as disclosed in footnote 2 in Table 7. The amount included as remuneration is not indicative of the benefit (if any) that individual Executives may ultimately realise should these equity instruments vest. 4. Mr Kalms’ Restricted Share expense includes US$31,586 of cash settled awards relating to Notional Shares granted under the EIS in 2023 in respect of the 2022 performance year, prior to his appointment as KMP. In accordance with the requirements of AASB 2 Share-based Payment, the fair value of the Notional Shares as at the date of grant has been determined with reference to the closing share price at grant date. The fair value of equity instruments is amortised over the vesting period from the commencement of the service period, such that “total remuneration” includes a portion of the fair value of unvested equity compensation during the year. The fair value of the liability is remeasured at the end of each reporting date of settlement, with any changes in the fair value recognised in the profit or loss for the period. The cash liability as of 31 December 2024 is US$213,308. The terms of the Notional Shares are broadly the same as the Restricted Shares granted under the 2022 EIS, except that Notional Shares are delivered in cash rather than equity. 5. The total remuneration in AUD is converted from USD using the exchange rate reflective of the service period. This non-IFRS unaudited information is included for the purposes of showing the total annual cost of benefits to the company in Australian dollars for the service period. 6. Performance related outcome percentage is calculated as total variable annual reward divided by the USD total remuneration figure. 7. Ms O’Neill elected to receive a cash payment in lieu of all superannuation contributions in accordance with the Superannuation Guarantee (Administration) Act 1992, on the basis of being a Senior Foreign Executive. The cash payment is subject to (PAYG) income tax and paid as part of Ms O’Neill’s normal monthly salary. The amount is included in salaries, fees and allowances. 8. Ms Westcott commenced employment with Woodside on 1 June 2023. 9. Mr Kalms was appointed as an Executive KMP on 1 August 2024. Mr Kalms was on international assignment during 2024 and received assignment allowances (A$182,969 paid on a net basis) in addition to allowances disclosed in this table. Woodside settled the actual tax liability on these allowances on behalf of Mr Kalms. Cash incentives earned by Mr Kalms include a one-off cash bonus payment (A$90,000) in recognition of his significant additional contribution and leadership related to the acquisition of Tellurian and its Driftwood LNG Project (now know as Louisiana LNG). 10. Mr Abbotsford was appointed as an Executive KMP on 1 August 2024. 11. Ms McMahon ceased being an Executive KMP on 31 July 2024 and ceased employment on 12 December 2024. The Board approved a pro-rata vesting of Equity Rights, accelerated vesting of Restricted Shares and that all existing Performance Rights remain on-foot subject to the original terms. As a result, the share-based payment expenses in this table are fully accelerated in accordance with accounting standards. 12. Ms McMahon’s termination benefits include salaries, fees and allowances and pension contributions received during the period 1 August 2024 to 12 December 2024, the portion of the 2024 EIS to be delivered in cash (including the amount in lieu of an allocation of Restriction Shares) and a severance payment received in January 2025. Table 11 – Peer group of international oil and gas companies1 APA Corporation (previously Apache Corporation) Devon Energy Hess Corporation Canadian Natural Resources ENI S.p.A Inpex Corporation ConocoPhillips2 EOG Resources Occidental Petroleum Coterra Energy Equinor ASA Santos Ltd 1. A review of the peer group will be conducted in 2025. 2. Marathon Oil Company was acquired by ConocoPhillips in November 2024 and has been removed from the peer group. 2024 ANNUAL REPORT 139
Table 12 – Summary of CEO and Senior Executive allocated, vested or lapsed equity Awarded but Vested % of total Lapsed in Fair value of Unamortised Name Type of equity1 Grant date Vesting date2,3 not vested in 2024 vested 20244 equity5,6,7 value $8 M O’Neill9 Restricted Shares 13 February 2019 19 February 2024—15,379 100—24.71 Restricted Shares 12 February 2020 18 February 2025 16,391 ——22.76 8,157 Restricted Shares 17 February 2021 24 February 2024—17,697 100—20.18 Restricted Shares 17 February 2021 24 February 2026 17,697 ——20.18 66,752 Restricted Shares 19 May 2022 19 May 2025 46,861 ——20.91 85,126 Restricted Shares 19 May 2022 19 May 2027 51,122 ——20.91 398,681 Restricted Shares 28 April 2023 28 April 2026 33,143 ——22.28 225,877 Restricted Shares 28 April 2023 28 April 2027 14,591 ——22.28 141,808 Restricted Shares 28 April 2023 28 April 2028 64,013 ——22.28 749,532 Restricted Shares 24 April 2024 6 March 2027 21,923 ——18.51 211,407 Restricted Shares 24 April 2024 6 March 2028 21,923 ——18.51 249,010 Restricted Shares 24 April 2024 6 March 2029 65,771 ——18.51 823,121 Restricted Shares 8 May 2025 February 2028 35,423 ——15.29 411,875 Restricted Shares 8 May 2025 February 2029 35,423 ——15.29 436,924 Restricted Shares 8 May 2025 February 2030 106,271 ——15.29 1,361,638 Performance Rights 13 February 2019 19 February 2024 ——15,379 16.87 Performance Rights 12 February 2020 18 February 2025 16,391 ——15.81 5,666 Performance Rights 17 February 2021 24 February 2026 23,596 ——14.44 63,687 Performance Rights 19 May 2022 19 May 2027 51,122 ——13.40 255,492 Performance Rights 28 April 2023 28 April 2028 64,013 ——14.92 501,931 Performance Rights 24 April 2024 6 March 2029 65,771 ——12.08 537,186 Performance Rights 8 May 2025 February 2030 106,271 ——10.04 893,940 G Tiver10 Equity Rights 18 February 2022 31 August 2024—32,307 100—17.60 - Equity Rights 18 February 2022 31 August 2025 27,460 ——16.82 85,807 Restricted Shares 27 February 2023 7 March 2026 17,249 ——23.63 117,428 Restricted Shares 27 February 2023 7 March 2028 18,818 ——23.63 232,019 Restricted Shares 27 February 2024 February 2027 16,064 ——19.80 165,703 Restricted Shares 27 February 2024 February 2029 17,671 ——19.80 236,564 Restricted Shares 25 February 2025 February 2028 24,345 ——15.29 283,067 Restricted Shares 25 February 2025 February 2030 26,779 ——15.29 343,116 Performance Rights 27 February 2023 7 March 2028 18,818 ——16.18 158,869 Performance Rights 27 February 2024 6 March 2029 17,671 ——13.34 159,382 Performance Rights 25 February 2025 February 2030 26,779 ——10.04 225,262 L Westcott Restricted Shares 27 February 2024 6 March 2027 8,889 ——19.80 101,761 Restricted Shares 27 February 2024 6 March 2029 9,778 ——19.80 140,285 Restricted Shares 25 February 2025 February 2028 23,667 ——15.29 275,184 Restricted Shares 25 February 2025 February 2030 26,034 ——15.29 333,571 Performance Rights 27 February 2024 6 March 2029 9,778 ——13.34 94,515 Performance Rights 25 February 2025 February 2030 26,034 ——10.04 218,995 D Kalms Restricted Shares 12 February 2020 18 February 2025 6,654 ——22.76 3,311 Restricted Shares 17 February 2021 24 February 2026 7,670 ——20.18 28,931 Restricted Shares 16 February 2022 23 February 2025 13,214 ——19.01 9,505 Restricted Shares 16 February 2022 23 February 2027 14,415 ——19.01 95,713 Notional Shares 27 February 2023 7 March 2026 11,183 ——15.29 48,271 Notional Shares 27 February 2023 7 March 2028 12,200 ——15.29 96,013 Restricted Shares 27 February 2024 6 March 2027 10,330 ——19.80 106,556 Restricted Shares 27 February 2024 6 March 2029 11,363 ——19.80 152,118 Restricted Shares 25 February 2025 February 2028 21,290 ——15.29 247,546 Restricted Shares 25 February 2025 February 2030 23,419 ——15.29 300,065 Performance Rights 12 February 2020 18 February 2025 6,654 ——15.81 2,300 Performance Rights 17 February 2021 24 February 2026 10,227 ——14.44 27,603 Performance Rights 16 February 2022 23 February 2027 14,415 ——13.76 69,268 Performance Rights 27 February 2023 7 March 2028 12,200 ——16.18 101,583 Performance Rights 27 February 2024 6 March 2029 11,363 ——13.34 102,488 Performance Rights 25 February 2025 February 2030 23,419 ——10.04 196,998 140 WOODSIDE ENERGY GROUP LTD
Awarded but Vested % of total Lapsed in Fair value of Unamortised Name Type of equity1 Grant date Vesting date2,3 not vested in 2024 vested 20244 equity5,6,7 value $8 M Abbotsford Restricted Shares 12 February 2020 18 February 2025 5,655 ——22.76 2,814 Restricted Shares 17 February 2021 24 February 2026 4,445 ——20.18 16,766 Restricted Shares 16 February 2022 23 February 2025 8,049 ——19.01 5,790 Restricted Shares 16 February 2022 23 February 2027 8,781 ——19.01 58,304 Restricted Shares 27 February 2023 7 March 2026 10,775 ——23.63 71,865 Restricted Shares 27 February 2023 7 March 2028 11,754 ——23.63 142,933 Restricted Shares 27 February 2024 6 March 2027 9,960 ——19.80 102,739 Restricted Shares 27 February 2024 6 March 2029 10,956 ——19.80 146,670 Restricted Shares 25 February 2025 February 2028 20,146 ——15.29 234,244 Restricted Shares 25 February 2025 February 2030 22,161 ——15.29 283,946 Performance Rights 12 February 2020 18 February 2025 5,655 ——15.81 1,955 Performance Rights 17 February 2021 24 February 2026 5,927 ——14.44 15,997 Performance Rights 16 February 2022 23 February 2027 8,781 ——13.76 42,195 Performance Rights 27 February 2023 7 March 2028 11,754 ——16.18 97,869 Performance Rights 27 February 2024 6 March 2029 10,956 ——13.34 98,817 Performance Rights 25 February 2025 February 2030 22,161 ——10.04 186,416 S McMahon10 Equity Rights 1 June 2022 31 August 2024 14,118 ——19.59 -Equity Rights 1 September 2022 31 August 2025 11,061 ——18.38 Restricted Shares 27 February 2023 7 March 2026 7,395 ——23.63 Restricted Shares 27 February 2023 7 March 2028 8,067 ——23.63 Restricted Shares 27 February 2024 6 March 2027 11,492 ——19.80 Restricted Shares 27 February 2024 6 March 2029 12,641 ——19.80 Performance Rights 27 February 2023 7 March 2028 8,067 ——16.18 Performance Rights 27 February 2024 6 March 2029 12,641 ——13.34 1. Each Performance Right and Equity Right is a right to receive a fully paid ordinary share in Woodside (or, at the Board’s discretion, as cash equivalent). No amount is payable by the Executive on the grant or vesting of a Performance Right or Equity Right. 2. Vesting date and exercise date are the same. Vesting is subject to satisfaction of vesting conditions. Full details of the vesting conditions for all prior year equity grants to Executive KMP are included in the remuneration report for the relevant year. 3. Vesting of Restricted Shares and Performance Rights granted in 2025 will occur following the release of full-year results in the relevant vesting year. Where the vesting date is not yet known the estimated vesting month is shown. 4. All of the Performance Rights allocated to Ms O’Neill in respect of the 2018 EIS lapsed as RTSR performance within each peer group was below the hurdle for vesting. 5. In accordance with the requirements of AASB 2 Share-based Payment, the fair value of Performance Rights and Equity Rights as at their date of grant has been determined by applying the Black-Scholes option pricing technique or binomial valuation method combined with a Monte Carlo simulation. The amount included as remuneration is not indicative of the benefit (if any) that individual Executives may ultimately realise should these equity instruments vest. 6. The fair value of Restricted Shares as at their date of grant has been determined by reference to the share price at grant date. The fair value of Notional Shares as at their date of grant has been determined by reference to the share price at grant date and has been remeasured at the end of the reporting date by reference of the closing share price at 31 December 2024. The fair value is not indicative of the benefit (if any) that individual Executive KMP may ultimately realise should these equity instruments vest. 7. Fair values for the 2024 EIS with grant date being 25 February 2025 and expected to be 8 May 2025 have been estimated as disclosed in footnote 2 of Table 7. Fair values for the 2023 EIS with grant dates of 27 February 2024 and 24 April 2024 have been trued-up as disclosed in footnote 3 of Table 7. 8. The maximum value of the equity instruments awarded for future financial years has been determined as the fair value amount at grant date multiplied by the number of equity instruments awarded, less what has been amortised to date. The minimum total value of the equity instruments awarded for future financial years is nil if relevant vesting conditions are not satisfied. 9. In respect of the 2023 EIS award, Ms O’Neill was granted Performance Rights and Restricted Shares on 24 April 2024 as approved by shareholders at the 2024 Woodside Annual General Meeting under Listing Rule 10.14. The grant of the Performance Rights and Restricted Shares components of Ms O’Neill’s 2024 EIS award is subject to shareholder approval at the 2025 Woodside Annual General Meeting. The grant date for Performance Rights and Restricted Shares is the date of shareholder approval, if obtained. 10. Ms McMahon ceased being an Executive KMP on 31 July 2024. The Board approved pro-rata vesting of Equity Rights awarded under the SWEP and accelerated vesting of Restricted Shares awarded under the EIS in prior years, effective upon termination of employment. 2024 ANNUAL REPORT 141
Table 13 – Total remuneration paid to NEDs in 2024 and 2023 The following table provides a detailed breakdown of the components of remuneration for each of the company’s NEDs. Short-term Post-employment Cash salary and allowances Pension/Superannuation Board and Other fees and Company contributions Committee fees allowances to superannuation Total Total Non-executive director $ $ $ $ A$8 2024 500,940 50,640 18,908 570,488 864,905 R Goyder 2023 504,188 36,710 17,490 558,388 841,108 1 2024 190,349 47,798—238,147 361,050 L Archibald 2023 191,583 33,873 225,456 339,607 1 2024 186,565 34,180—220,745 334,667 S C Goh 2023 187,774 27,106 214,880 323,677 2 2024 186,565 23,453 10,727 220,745 334,667 I Macfarlane 2023 187,774 26,824 214,598 323,253 1 2024 202,979 49,219—252,198 382,352 A Pickard 2023 204,295 35,239 239,534 360,813 2024 205,254 13,192 23,106 241,552 366,211 B Wyatt 2023 188,169 13,277 20,229 221,675 333,912 1 2024 204,226 55,955—260,181 394,454 A Breuillac 2023 153,106 36,298 189,404 287,704 1 2024 190,349 47,798—238,147 361,050 A Minas 2023 127,853 20,465 148,318 225,936 1,3 2024 175,917 39,444—215,361 326,753 A Belani 2023 — — -1,4 2024 110,050 32,491—142,541 215,568 T O’Neill 2023 — ——Former Non-executive director 5 2024 66,353—7,705 74,058 112,878 F Cooper 2023 212,632 6,639 22,858 242,129 364,721 6 2024 30,758—3,390 34,148 51,800 G Tilbrook 2023 210,092 6,639 22,582 239,313 360,480 7 2024 — ——C Haynes 2023 65,411 20,467—85,878 126,295 7 2024 — ——S Ryan 2023 65,411—6,868 72,279 106,295 2024 2,250,305 394,170 63,836 2,708,311 4,106,355 NEDs total 2023 2,298,288 263,537 90,027 2,651,852 3,993,801 1. All NEDs who are non-residents for Australian tax purposes have elected to receive a cash payment in lieu of all superannuation contributions, in accordance with the Superannuation Guarantee (Administration) Act 1992. The cash payment is subject to (PAYG) income tax and paid as part of their normal monthly fees. The amount is included in Other fees and allowances. 2. Mr Macfarlane elected to receive a cash payment in lieu of superannuation contributions in accordance with the Superannuation Guarantee (Administration) Act 1992, on the basis that he worked with multiple employers, until June 2024. The cash payment was subject to (PAYG) income tax and paid as part of his normal monthly fees. The amount is included in Other fees and allowances. From July 2024, Mr Macfarlane elected to receive company contributions to superannuation. 3. Mr Belani was appointed as a non-executive director on 29 January 2024. 4. Mr O’Neill was appointed as a non-executive director on 3 June 2024. 5. Mr Cooper ceased being a non-executive director on 24 April 2024. 6. Mr Tilbrook ceased being a non-executive director on 28 February 2024. 7. Dr Ryan and Dr Haynes ceased being Non-Executive Directors on 28 April 2023 and are included for 2023 comparison purposes only. 8. This non-IFRS information is included for the purposes of showing the total annual cost of benefits to the company in Australian dollars for the service period. 142 WOODSIDE ENERGY GROUP LTD
Table 14 – KMP share and equity holdings Details of shares held by KMP including their personally related entities1 for the 2024 financial year are as follows: Opening Closing holding at Restricted Restricted holding at 31 1 January Rights Rights shares shares Net changes December Name Type of Equity 20242 NEDSP3 granted vested granted vested -Other 20244,5 Non-Executive Directors R Goyder Shares 26,163 — ——10,000 36,163 L Archibald Shares 13,524 — ——13,524 S C Goh Shares 14,953 1,307 — ——16,260 I MacFarlane Shares 11,376 635 — — 2,500 14,511 A Pickard Shares 15,870 — ——15,870 B Wyatt Shares 3,054 1,917 — — 800 5,771 A Breuillac Shares—1,745 — ——1,745 A Minas Shares 1,293 — ——1,293 A Belani6 Shares—733 — ——733 T O’Neill7 Shares — — — 10,834 10,834 F Cooper8 Shares 16,142 762 — — (16,904) -G Tilbrook9 Shares 9,947 — ——(9,947)—Executive KMP Equity Rights — — — —Performance Rights 170,501—65,771 ——(15,379) 220,893 M O’Neill Restricted Shares 276,894 ——109,617 (33,076)—353,435 Shares 155,727 — — 33,076 (14,883) 173,920 Equity Rights 59,767 — (32,307) ——27,460 Performance Rights 18,818—17,671 ——36,489 G Tiver Restricted Shares 36,067 ——33,735 — 69,802 Shares 44,845—32,307 — (14,538) 62,614 Equity Rights — — — —Performance Rights — 9,778 ——9,778 L Westcott Restricted Shares — — 18,667 — 18,667 Shares — — -Equity Rights — — — — Performance Rights — — — 54,859 54,859 D Kalms Restricted Shares — ——63,646 63,646 Notional Shares — — — 23,383 23,383 Shares — — — 59,608 59,608 Equity Rights — — — —Performance Rights — — — 43,073 43,073 M Abbotsford10 Restricted Shares — — — 70,375 70,375 Shares — — — 10,543 10,543 Equity Rights 25,179 — ——(25,179) -Performance Rights 8,067—12,641 ——(20,708)—S McMahon11 Restricted Shares 15,462—24,133 ——(39,595) -Shares 11,199 — ——(11,199)—1. Includes personally related entities such as a KMP’s spouse, dependants or entities over which they have direct control or significant influence. 2. Opening holding represents amounts carried forward in respect of KMP. 3. Related to participation in the Non-executive Directors’ Share Plan (NEDSP). 4. Closing Shares and Restricted Shares holdings represents Shares and Restricted Shares held by the NEDs and Executive KMP at 31 December 2024 for KMP that were in office as at that date. The total Shares and Restricted Shares held by the NEDs and Executive KMP is 999,314 which constitutes less than 1% of all outstanding shares. None of these shares have different voting rights. 5. Closing Rights represents unvested Rights held at the end of the reporting period. There are no Rights vested but unexercised as at 31 December 2024. 6. Mr Belani was appointed as a non-executive director on 29 January 2024. 7. Mr O’Neill was appointed as a non-executive director on 3 June 2024. 8. Mr Cooper ceased being a non-executive director on 24 April 2024. 9. Mr Tilbrook ceased being a non-executive director on 28 February 2024. 10. Mr Kalms and Mr Abbotsford were appointed as Executive KMP on 1 August 2024. The Net changes figure represents their holdings as at that date. 11. Ms McMahon ceased being an Executive KMP on 31 July 2024. The Board approved pro-rata vesting of Equity Rights awarded under the SWEP and accelerated vesting of Restricted Shares awarded under the EIS in prior years, effective upon termination of employment. 2024 ANNUAL REPORT 143
4.3.3 GLOSSARY Key terms used in the Remuneration Report Term Meaning Committee The Human Resources & Compensation Committee Corporate Scorecard A corporate scorecard of key measures that aligns with Woodside’s overall business performance EIS The Executive Incentive Scheme Equity Award Rules The rules which govern offers of incentive securities to eligible employees Equity Right. ERs are awarded under the WEP and SWEP and each one entitles participants to receive a fully paid ER or Equity Right share in Woodside on the vesting date (or a cash equivalent in the case of international assignees). No amount is payable by the participants on the grant or vesting of an ER Executive A senior employee whom the Board has determined to be eligible to participate in the EIS Executive Director Meg O’Neill Executive KMP The Executive Director and Senior Executives listed in Table 1A FAR Fixed Annual Reward KMP Key management personnel KPI Key performance indicator MSR Minimum shareholding requirements NED Non-Executive Director NEDSP The Non-Executive Directors’ Share Plan A contractual entitlement to receive a cash payment equivalent to the value of Restricted Shares at the relevant vesting date. The Notional Shares are subject to either a 3-year or 5-year deferral period which ends on the relevant vesting Notional Shares date. The Notional Shares are awarded on the same terms as the EIS Restricted Shares (including performance and service criteria), except that the awards are delivered in cash following the vesting date. Notional Shares are typically awarded to employees below KMP level, where the employee has been on international assignment. Operating and general, administrative and other expenses incurred in generating revenue from the sale of Operating Expenditure hydrocarbons from Woodside’s operating assets Each Performance Right is a right to receive a fully paid ordinary share in Woodside (or, at the Board’s discretion, as Performance Rights cash equivalent). No amount is payable by the Executive on the grant or vesting of a Performance Right Woodside ordinary shares that are awarded to Executives as the deferred component of their STA or as a part of their Restricted Shares VAR under the EIS. No amount is payable by the Executive on the grant or vesting of a Restricted Share Rights ERs and Performance Rights RTSR Relative total shareholder return Senior Executive A Senior Executive listed as KMP in Table 1A, excluding the Executive Director SWEP The Supplementary Woodside Equity Plan TTR Total Target Reward VAR Variable Annual Reward 144 WOODSIDE ENERGY GROUP LTD
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6.3 ADDITIONAL INFORMATION • ADDITIONAL DISCLOSURES Additional disclosures DRILLING AND OTHER EXPLORATORY AND DEVELOPMENT ACTIVITIES The number of crude oil and natural gas wells drilled and completed for each of the last three years was as follows: Net exploratory wells Net development wells Productive Dry Total Productive Dry Total Total Year ended 31 December 2024 Australia — — — -International1—0.5 0.5 11.0—11.0 11.5 Total—0.5 0.5 11.0—11.0 11.5 Year ended 31 December 2023 Australia—0.7 0.7 0.7—0.7 1.4 International2 0.2 0.4 0.7 6.3 0.4 6.7 7.4 Total 0.2 1.1 1.3 7.0 0.4 7.4 8.8 Year ended 31 December 20223 Australia ——0.9—0.9 0.9 International4 0.9 2.0 2.9 1.2—1.2 4.0 Total 0.9 2.0 2.9 2.1—2.1 4.9 1. International includes United States, Senegal, Egypt and Republic of the Congo. 2. International is primarily United States and Trinidad and Tobago. 3. Includes BHP Petroleum from 1 June to 31 December 2022. 4. International is primarily United States and Sangomar. As set out in this section, the number of wells drilled refers to the number of wells completed at any time during the respective year, regardless of when drilling was initiated. Completion refers to the installation of permanent equipment for production of oil or gas, or, in the case of a dry well, to reporting to the appropriate authority that the well has been abandoned. An exploratory well is a well drilled to find oil or gas in a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. A development well is a well drilled within the limits of a known oil or gas reservoir to the depth of a stratigraphic horizon known to be productive. A productive well is an exploratory, development or extension well that is not a dry well. Productive wells include wells in which hydrocarbons were encountered and the drilling or completion of which, in the case of exploratory wells, has been suspended pending further drilling or evaluation. A dry well (hole) is an exploratory, development or extension well that proves to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well. During 2024, productive development wells included one Atlantis well and three Argos wells in the Gulf of Mexico and 12 Sangomar production wells.1 Dry exploratory wells included the Corvus well in the Gulf of Mexico and the Niamou Marine-1 well in Republic of the Congo.1 Present development activities continuing as of 31 December 2024 The number of wells in the process of drilling and/or completion as of 31 December 2024 was as follows: Exploratory wells Development wells Total Gross Net Gross Net Gross Net Australia — 9.0 6.9 9.0 6.9 International1 1.0 0.3 4.0 1.6 5.0 1.9 Total 1.0 0.3 13.0 8.5 14.0 8.8 1. International is primarily the United States. Development wells in progress include Scarborough development wells, one Pluto well and four Gulf of Mexico wells.1 Exploration wells included the Khendjer-1X in Egypt, which completed operations subsequent to the period. 1. On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters. 2024 ANNUAL REPORT 225
OIL AND GAS PROPERTIES, WELLS, OPERATIONS AND ACREAGE The following tables show the number of gross and net productive crude oil and natural gas wells and total gross and net developed and undeveloped oil and natural gas acreage as at 31 December 2024. A gross well or acre is one in which a working interest is owned, while a net well or acre exists when the sum of fractional working interests owned in gross wells or acres equals one. Productive wells are producing wells and wells mechanically capable of production. Developed acreage is comprised of leased acres that are within an area by or assignable to a productive well. Undeveloped acreage is comprised of leased acres on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil and gas, regardless of whether such acres contain proved reserves. The number of productive crude oil and natural gas wells in which Woodside held an interest at 31 December 2024 was as follows: Crude oil wells Natural gas wells Total Gross Net Gross Net Gross Net Australia 44.0 26.7 173.0 80.2 217.0 106.9 International1 103.0 52.6 16.0 7.7 119.0 60.3 Total 147.0 79.3 189.0 87.9 336.0 167.2 1. International is primarily the United States, Senegal and Trinidad and Tobago. Of the productive crude oil and natural gas wells, 80 (net: 46.5) wells had multiple completions. The number of wells with multiple completions refers to wells that have downhole equipment installed that allows zonal insolation or controlled commingling of production as permitted and approved by the applicable regulator. Developed and undeveloped acreage (including both leases and concessions) held at 31 December 2024 is shown in this table. Developed acreage Undeveloped acreage Thousands of acres Gross Net Gross Net Australia 2,441 1,217 1,760 1,187 United States 98 45 645 384 Other International1,2 219 167 11,622 4,876 Total 2,758 1,429 14,027 6,447 1. Developed acreage in Other International primarily consists of Trinidad and Tobago and Senegal. 2. Undeveloped acreage in Other International primarily consists of Myanmar (~50%), Egypt (~25%) and Barbados, Republic of the Congo, Ireland, Timor-Leste, Canada and Trinidad and Tobago. Woodside has initiated exits from our Myanmar, Ireland and Barbados positions, totalling approximately 5,820 thousand acres gross (2,874 thousand acres net). Approximately 2,413 thousand acres gross (760 thousand acres net), 784 thousand acres gross (457 thousand acres net) and 278 thousand acres gross (179 thousand acres net) of undeveloped acreage will expire in the years ending 31 December 2025, 2026 and 2027 respectively if Woodside does not establish production or take any other action to extend the terms of the licences and concessions. There are no proved undeveloped reserves associated with the near-term expiring acreage. DELIVERY COMMITMENTS Woodside has contracts that require delivery of fixed volumes of crude oil, condensate, natural gas and NGL. Woodside intends to fulfill its short-term and long-term obligations with its production or from purchases of third-party volumes. As of 31 December 2024, delivery commitments were as follows: Natural gas (MMboe) Crude oil (MMbbl) Condensate (MMbbl) NGLs (MMbbl) Year ended 31 December 2025 to 2029 380.6 5.1 1.6 2.6 Thereafter 355.0 ——Total oil and gas delivery commitments 735.6 5.1 1.6 2.6 226 WOODSIDE ENERGY GROUP LTD
PRODUCTION The following table details production by product and geographic location for each of the three years ended 31 December 2024, 2023 and 2022. The volumes are marketable production after deduction of applicable royalties, fuel and flare. Average production costs per unit of production and average sales prices per unit of production has also been included for each of these periods. Units 20241 20231 20221 Production volumes LNG2 Australia bcf 482.2 499.3 481.1 International bcf ——Total LNG bcf 482.2 499.3 481.1 Pipeline gas2 Australia bcf 159.7 159.6 130.5 International bcf 58.5 65.6 31.9 Total pipeline gas bcf 218.2 225.2 162.5 Crude oil and condensate Australia MMbbl 20.7 22.7 24.0 International MMbbl 42.5 29.1 14.7 Total crude oil and condensate MMbbl 63.2 51.8 38.7 Natural gas liquids (NGLs) Australia MMbbl 5.0 5.7 4.4 International MMbbl 1.6 1.4 0.8 Total NGLs MMbbl 6.6 7.1 5.2 Total petroleum products Australia MMboe 138.3 144.0 135.7 International MMboe 54.4 42.1 21.1 Total production MMboe 192.7 186.1 156.8 Average sales price per produced boe LNG Australia US$/Mcf 11.6 13.4 18.2 International US$/Mcf — -Total LNG US$/Mcf 11.6 13.4 18.2 Pipeline gas Australia US$/Mcf 7.0 6.8 8.3 International US$/Mcf 3.9 4.4 8.6 Total pipeline gas US$/Mcf 6.2 6.1 8.4 Crude oil and condensate Australia US$bbl 82.8 70.8 103.3 International US$bbl 73.9 77 .0 86.7 Total crude oil and condensate US$bbl 77.2 74.3 97.0 Natural gas liquids (NGLs) Australia US$bbl 57.5 38.3 40.6 International US$bbl 24.6 22.9 34.5 Total NGLs US$bbl 38.0 35.2 39.7 Total average production cost per produced boe Australia (US$/boe) $8.2 11.2 10.4 International (US$/boe) $10.6 8.5 16.9 Total average production cost per produced boe3 (US$/boe) $8.9 10.6 11.2 1. Production volumes exclude production from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector (2024: 1.2 MMboe, 2023: 1.1 MMboe, 2022: 0.9 MMboe) 2. LNG and Pipeline gas volumes are converted to oil equivalent volumes via a constant conversion factor, which for Woodside is 5.7 billion cubic feet (Bcf) of gas per 1 million barrel of oil equivalent (MMboe). Volumes of NGLs, oil and condensate are converted from MMbbl to MMboe on a 1:1 ratio. 3. Average production costs per produced boe includes direct and indirect costs relating to production of total hydrocarbons and the foreign exchange effect of translating local currency denominated costs into US dollars but excludes cost to transport produced hydrocarbons to the point of sale, ad valorem and severance taxes. 2024 ANNUAL REPORT 227
NPAT RECONCILIATION The following table summarises the variance between the 2023 and 2024 results for the contribution of each line item to NPAT. $ Million Primary reasons for variance 2023 reported NPAT 1,660 Revenue from sale of hydrocarbons Volume 299 Primarily due to Sangomar first oil offset by lower third-party trades and natural field decline. Price (1,157) Lower average realised prices across all products. Other operating revenue 43 Primarily due to increase in tolling revenue. Cost of sales 18 Primarily due to lower trading costs and royalties, excise & levies offset by higher depreciation expense due to Sangomar first oil. Other income 302 Primarily due to profit on Scarborough sell-downs. General administrative costs 8 Other (345) Primarily due to mark to market adjustment to embedded derivative. Income tax and PRRT 828 Primarily due to recognition of Pluto PRRT deferred tax asset (DTA), Sangomar DTA and 2023 derecognition of Pluto PRRT DTA offset by higher taxable profit. Impairment and impairment reversals 1,917 Primarily due to impairments recognised on Shenzi, Wheatstone and Pyrenees in 2023. 2024 reported NPAT 3,573 2024 NPAT adjustments (693) Adjustments for Sangomar and Pluto DTA recognition. 2024 underlying NPAT 2,880 EMPLOYEES expenditure plans and interest rate exposure on financing activities. As at 31 December 2024, Woodside had approximately 4,718 Actual gains and losses in the future may differ materially from the employees, the majority of whom are located in Australia and the sensitivity analyses based on changes in the timing and amount of United States. The increase in the number of employees from commodity price, foreign currency exchange rate and interest rate 2023 was due to general workforce growth to support Woodside’s movements and Woodside’s actual exposures and derivatives in operations and projects. Woodside regularly engages with our place at the time of the change, as well as the effectiveness of the workforce and supports freedom of association. derivative to hedge the related exposure. Our employees are free to join or not to join a labour union. Commodity price risk management Woodside strives to maintain a positive relationship with employees Woodside’s revenues are primarily derived from sales of LNG, crude and labour unions. Woodside believes that the relationship between oil, condensate, pipeline gas and NGLs. Consequently, Woodside’s its management and labour unions is generally positive. results of operations are strongly influenced by the prices it receives Employment region (number of staff by region)1,2 for these products, which in the case of oil and condensate are primarily determined by prevailing crude oil prices and in the case of 2024 2023 2022 pipeline gas, NGLs and LNG are primarily determined by prevailing Australia 3,576 3,563 3,338 crude oil prices as well as some fixed pricing and other price indexes Africa and Middle East 49 57 50 (such as Henry Hub and the Japan Korea Marker). For the year ended Asia 87 77 71 31 December 2024, the majority (approximately 67%) of Woodside’s Caribbean 112 105 108 production was attributed to natural gas, comprising LNG, NGLs and pipeline gas and the remaining portion (approximately 33%) of Europe 19 24 11 Woodside’s production was attributed to oil and condensate. Americas 875 841 849 Total 4,718 4,667 4,427 LNG market conditions including, but not limited to, supply and Total number of contractors (TPCs) 424 474 394 demand, are unpredictable and are beyond Woodside’s control. 1. Vacation students, cadets and scholarship students are included in relevant metrics where In particular, supply and demand for and pricing of LNG remain appropriate. sensitive to energy prices, external economic and political factors, 2. ‘Secondees in’ are excluded from these metrics; ‘secondees out’ are included. weather, climate conditions, natural disasters (including pandemics), timing of FIDs for new operations, construction and startup and QUANTITATIVE AND QUALITATIVE DISCLOSURES operating costs for new LNG supply, buyer preferences for LNG, coal ABOUT MARKET RISK or crude oil and evolving buyer preferences for different LNG price regimes, and the energy transition. Buyers and sellers of LNG are In the normal course of business, Woodside is exposed to increasingly more flexible with the way they transact, and contracts commodity price, foreign currency exchange rate and interest rate may involve hybrid pricing that is linked to other indices such as risks that could impact Woodside’s financial position and results the Intercontinental Exchange Brent Crude deliverable futures of operations. Woodside’s risk management strategy with respect contract (oil price) or the Japanese Crude Cocktail, which is the to these market risks may include the use of derivative financial average price of customs-cleared crude oil imports into Japan as instruments. Woodside uses derivative contracts to manage reported in customs statistics. Typically, only LNG supplied from the commodity price volatility, foreign exchange rate volatility on capital United States was based on a component linked to movements in 228 WOODSIDE ENERGY GROUP LTD
the US Henry Hub plus certain fixed and variable components. This type of pricing structure may become a component of the weighted average price into Asia and other markets. This is since LNG supply and trade has globalised and increasingly the lowest cost supply is setting the floor for long-term average global natural gas prices with transportation costs accounting for regional differences. This marginal supply is predominantly from the United States, indirectly pegging global gas prices and Asian spot LNG prices to the Henry Hub marker which could adversely affect the pricing of new LNG contracts and potential future price reviews of existing LNG contracts. Tenders may also be used by suppliers and buyers, typically for shorter-term contracts. In addition, long-term LNG contracts typically contain price review mechanisms that sometimes need to be resolved by expert determination or arbitration. The use of these independent resolution mechanisms is likely to be more prevalent in volatile commodity markets. Alternatives to fossil fuel-based products for the generation of electricity (for example nuclear power and renewable energy sources) are continually under development and, if these alternatives continue to gain market share, they could also have a material impact on demand for LNG, which in turn may negatively impact Woodside’s business, results of operations and financial condition in the longer-term. Oil prices can be very volatile, and periods of sustained low prices could result in changes to Woodside’s carrying value assumptions and may also reduce the reported net profit for the relevant period. The price of crude oil may be affected by factors beyond Woodside’s control. These include worldwide oil supply and demand, the level of economic activity in the markets Woodside serves, regional political developments and military conflicts (including the ongoing Russia-Ukraine conflict), weather conditions and natural disasters, conservation and environmental protection efforts, the level of crude oil inventories, the ability of OPEC and other major oil-producing or oil-consuming nations to influence global production levels and prices, sanctions on the production or export of oil, governmental regulations and actions (including the imposition of taxes), trade restrictions, market uncertainty and speculative activities by those who buy and sell oil and gas on the world markets, commodity futures trading, availability and capacity of infrastructure, supply chain disruptions, processing facilities and necessary transportation, the price and availability of new technology, the availability and cost of alternative sources of energy, and the impact of climate change considerations and actions towards energy transition on the demand for key commodities which Woodside produces. The transition to lower-carbon sources of energy in many parts of the world (driven by environmental, social, governance and climate change concerns) may affect demand for Woodside’s products including crude oil, natural gas and LNG. In turn, this may affect the price received (or expected to be received) for these products. Material adverse price impacts (including as a result of the energy transition) may affect the economic performance (including as to margins and cash flows) of, and longevity of production from, Woodside’s existing and future production assets, and ultimately the financial performance of Woodside. It is impossible to predict future crude oil, LNG and natural gas price movements with certainty. A low crude oil price environment or declines in the price of crude oil, LNG and natural gas prices, could adversely affect Woodside’s business, results of operations and financial condition and liquidity. They could also negatively impact its ability to access sources of capital, including equity and debt markets. Those circumstances may also adversely impact Woodside’s ability to finance planned capital expenditures, including development projects, and may change the economics of operating certain wells, which could result in a reduction in the volume of Woodside’s reserves. Declines in crude oil, LNG and natural gas prices, especially sustained declines, may also reduce the amount of oil and gas that we can produce economically, reduce the economic viability of planned projects or assets that we plan to acquire or have acquired, and may reduce the expected value and the potential commerciality of exploration and appraisal assets. Those reductions may result in substantial downward adjustments to Woodside’s estimated proved reserves and require additional write-downs of the value of its property, plant and equipment. Sales contracts with the National Gas Company of Trinidad and Tobago relating to production from Woodside’s Trinidad and Tobago operations are partially linked to ammonia pricing. In addition, there is a Western Australian domestic gas sales contract linked to urea pricing. Similar to crude oil, LNG and natural gas, it is impossible to predict future ammonia and urea prices with certainty. There can be no assurance that Woodside will successfully manage its exposure to commodity prices. There is also counterparty risk associated with derivative contracts. If any counterparty to Woodside’s derivative instruments were to default or seek bankruptcy protection, it could subject a larger percentage of Woodside’s future oil and gas production to price changes and could have a negative effect on Woodside’s financial performance, including its ability to fund future projects. Whether Woodside engages in hedging and other oil and gas derivative contracts on a limited basis or otherwise, Woodside will remain exposed to fluctuations in crude oil prices. Foreign exchange and interest rate risk management Note A and note C in the Notes to the financial statements contain further information on foreign exchange and interest rate risks. Intentionally omitted 2024 ANNUAL REPORT 229
Intentionally omitted Intentionally omitted GOVERNMENT REGULATIONS Woodside’s assets and exploration, development, extraction and production and decommissioning operations are subject to a wide range of laws and regulations imposed by governments and regulatory bodies. These regulations touch all aspects of our businesses, including how we extract, process and explore for oil and natural gas and how we conduct our business, including regulations governing matters related to environmental protection, land rehabilitation, facility decommissioning, occupational health and safety, human rights, the rights and interests of First Nations and Indigenous Peoples, competition, foreign investment, export, marketing of our products, royalties and taxes. The ability to extract and process oil and natural gas is fundamental to our business. In most jurisdictions, where we operate or have assets, the rights to explore for and to extract petroleum deposits are owned by the government. We obtain the right to access the land and extract the product by entering into licences or leases with the government that owns the oil or natural gas deposit. Usually, the right to explore for oil and natural gas carries with it the obligation to spend a defined amount of money on petroleum exploration or to undertake particular exploration activities. We also rely on governments to grant the rights necessary to transport and treat the extracted petroleum to prepare it for sale. The terms of the right, including the time period of the right, vary depending on the laws of the relevant government or terms negotiated with the relevant government. Many of the laws and regulations to which we are subject require us to obtain permits or other authorisations from state and/or federal agencies before initiating exploration, certain drilling, construction, production, operation, or other activities, and to maintain these permits and compliance with their requirements for on-going operations. These permits are generally subject to protest, appeal, or litigation, which can in certain cases delay or halt projects and cease production or operation of wells, pipelines, and other operations. In certain jurisdictions where we have assets, such as Trinidad and Tobago and Senegal, a production sharing contract governs 230 WOODSIDE ENERGY GROUP LTD
the relationship between the government and companies place within a legal framework characterised by a division of (typically referred to as “contractor”) concerning, among other responsibilities between the federal and the state or territory things, how much of the oil and gas extracted from the country governments. Exploration and production activities conducted each party will receive. Under production sharing contracts, onshore and within three nautical miles of the territorial sea the government awards exclusive rights for the execution of baseline of the relevant state or territory are the responsibility exploration, development and production activities to the contractor of the individual state or territory governments. The Australian in accordance with the contract’s terms. Generally speaking, Government has legislative responsibility for Australian offshore the contractor bears the financial risk of the initiative to explore, petroleum exploration and production beyond the three nautical develop and ultimately produce the resource. When successful, the mile territorial sea, which encompasses the area of most relevance contractor is permitted to use a specified percentage of produced to Woodside’s offshore activities. In addition, Woodside has certain oil and gas to recover its capital and operational expenditures, onshore operations in Victoria and Western Australia that are often called “cost oil”. The remaining production is split between subject to various pieces of state and federal legislation. the government and the contractor at a rate determined by the Environmental regulation government and set out in the contract. Woodside’s Australian operations are subject to federal, state The production sharing contract may also include additional fiscal and local environmental laws and regulations. For offshore terms such as royalties, production bonuses and tax treatment, and petroleum activities, these laws and regulations generally require other contractual terms addressing domestic supply obligations, an approval before an activity commences, and require that for local content, measurement and valuation. Production sharing an activity, environmental risks are identified and controls put in contracts are bilateral contracts negotiated between the contractor place to reduce or eliminate the risks. For exploration drilling and and the government and so each is necessarily on different terms. seismic activities in the federal jurisdiction, this is outlined in an environment plan accepted by the National Offshore Petroleum Applicable laws and regulations, and any permits that Woodside Safety and Environmental Management Authority (NOPSEMA), is required to obtain under these laws, may obligate Woodside to an independent statutory authority. As an operation goes into identify, avoid, mitigate and disclose environmental risks in various construction, commissioning and production, an offshore project operational practices, including (among others), through pursuing proposal and new or revised environment plan may be required. and obtaining permits before commencing activities; restricting Subsequent environment plans for each activity are required to be air and water emissions and waste discharges; limiting the type, submitted after an offshore project proposal has been approved. quantity and concentration of various substances that can be These laws and regulations also restrict the type, quantity and utilised or released into the environment; addressing potential concentration of various substances that can be utilised or released or actual impacts to protected flora and fauna species or cultural into the environment in connection with marine and land-based resources; monitoring or remediating contamination under certain activities; limit or prohibit drilling and seismic or production circumstances; establishing and following certain inspection, activities in and near certain environmentally sensitive or protected testing, maintenance and decommissioning protocols; and disclosing areas; and impose criminal and civil liabilities for pollution or other certain operational practices. Moreover, environmental permits unauthorised impacts to the environment resulting from oil, natural required for our operations may be subject to legal challenges by gas and petrochemical operations. third parties, and such challenges can materially and adversely affect our operations to the extent they delay or prevent obtaining The National Greenhouse and Energy Reporting Act 2007 (Cth) approvals or permits required for our operations, or otherwise requires corporations that meet certain reporting thresholds to require incurring increased costs in order to obtain such approvals report company information about GHG emissions and energy or permits. Applicable environmental laws and regulations may also production and consumption as part of a single, national reporting dictate amenity considerations relating to noise, odour and dust, scheme. The National Greenhouse and Energy Reporting worker health and community notification procedures. (Safeguard Mechanism) Rule 2015 establishes the Safeguard Mechanism which aims to keep certain GHG emissions at or In addition, from time to time, certain trade sanctions are adopted by below legislated limits, known as baselines, for Australia’s largest the United Nations (UN) Security Council or various governments, industrial facilities. In March 2023, the Safeguard Mechanism including in the United Kingdom, the United States, the European (Crediting) Amendment Bill 2023 was passed, which applied Union (EU), China and Australia against certain countries, entities reforms to the Safeguard Mechanism from 1 July 2023 intended to or individuals, that may restrict our ability to sell oil or natural gas reduce Scope 1 GHG emissions from Australia’s largest industrial to or to purchase goods or services from these countries, entities or facilities on a trajectory consistent with achieving Australia’s GHG individuals. emission reduction targets of 43% below 2005 levels by 2030 and This summary focuses on the Australian and United States net zero by 2050. regulatory regimes, as well as certain regulations in Senegal. It is There remains uncertainty regarding future changes to climate not a full summary of the regulatory regimes in those jurisdictions change regulation in Australia and the effect it may have on nor is it a complete list of the legislation and regulation that applies Woodside’s business. to Woodside. Woodside is also subject to environmental and other regulations to varying degrees in each of the jurisdictions in which it In addition, Australian environmental laws and regulations has assets and operations. also include restrictions on air emissions and water discharges resulting from the operation of drilling equipment, processing Australia facilities, pipelines and transport vessels. These laws also regulate In Australia, petroleum exploration and production takes the use, management and disposal of hazardous materials and 2024 ANNUAL REPORT 231
general waste; prohibit the clearing of native vegetation without representatives to commence bargaining to renew existing single-approval; manage biodiversity and manage and authorise impacts enterprise agreements, changes to the Fair Work Commission’s to Aboriginal heritage; and require Woodside to prepare and requirements for approving enterprise agreements (including implement safety and environmental management plans. consideration of whether a proposed agreement has been genuinely agreed to and passes the “better-off-overall” test) and substantially Woodside is required to provide bonds or maintain other forms restricting the ability of employers to terminate nominally-expired of financial assurance for rehabilitation, cleaning-up or pollution enterprise agreements. prevention work that may be necessary as a result of the construction, operation, decommissioning or removal of a pipeline In June 2023, the Fair Work Legislation Amendment (Protecting or other infrastructure and to report, monitor or remediate Worker Entitlements) Act 2023 (Cth) was introduced, bringing contamination under certain circumstances. Woodside is subject further changes to the Fair Work Act. Key changes arising from to “strict liability” for oil spills, rendering it liable without regard this Act include the expansion of unpaid parental leave rights to potential negligence or fault and may be subject to fines and (from 1 July 2023) and enshrining superannuation payments as an other penalties for breaches of laws, regulations, licences or other enforceable National Employment Standard under the Fair Work Act approvals. (from 1 January 2024). The requirements imposed by environmental laws and regulations A further package of significant reforms is contained in the are subject to change and have tended to become increasingly Australian Government’s Fair Work Legislation Amendment (Closing restrictive over time. The modification of existing foreign or Loopholes) Act 2023 (Cth) (Closing Loopholes Act). To secure domestic laws or regulations or the adoption of new laws or the passage of the Closing Loopholes Act, the Government split regulations curtailing exploratory or development drilling for oil and the legislation into two tranches, the first passing both Houses gas for economic, political, social, environmental or other reasons on 7 December 2023 and the second on 12 February 2024. The could have a material adverse effect on Woodside’s business, first tranche dealt with matters including: ‘same job, same pay’ financial condition or results of operations. for labour hire workers; workplace delegate rights (except those relating to regulated workers); criminalisation of intentional wage Fair Work Act and other related amendments and superannuation theft; enhanced discrimination protections; A significant number of changes to the Fair Work Act 2009 (Cth) and amendments regarding conciliation conferences related to other related laws have been introduced over the past year or two. industrial action; a new federal criminal offence of industrial In December 2022, the Australian Government passed the Fair Work manslaughter; and right of entry changes for union officials Legislation Amendment (Secure Jobs, Better Pay) Act 2022 (Cth) assisting health and safety representatives. The second tranche (SJBP Act) which introduced a raft of amendments into the Fair dealt with matters including: changes to intractable bargaining Work Act with phased commencement dates over the course of powers, provisions relating to multi-enterprise agreements, casual 2023. All key provisions of the SJBP Act have now become effective. employment, the definition of employee, workplace delegate rights for regulated workers and the introduction of a right to disconnect. Key material employment changes to the Fair Work Act arising Both tranches of reforms have passed both Houses and have from the SJBP Act included expanded rights for employees to commenced operation (except for one limited change relating to enforce flexible working arrangements, new restrictions on model enterprise agreement flexibility, consultation and dispute the use of fixed term (including ‘maximum term’) employment terms, which will commence on 26 February 2025). contracts, prohibitions against pay secrecy, expanding the list of protected attributes in the anti-discrimination provisions (namely, The “same job, same pay” provisions give the Fair Work Commission by introducing gender identity, intersex status and breastfeeding), the ability to make orders upon application requiring employers broadening the ability of employees to extend and request access (excluding service contractors) to pay their employees who to unpaid parental leave, and providing additional avenues for perform work for a “regulated host” the same rate of pay as direct workers to seek recourse against sexual harassment. The sexual employees of that host (provided that the host’s employees perform harassment-related amendments in particular complement the work of the same kind). The new rights for workplace delegates commencement in December 2022 of a new positive duty to prevent to paid time off to attend training as well as reasonable time and sexual harassment in the Sex Discrimination Act 1984 (Cth) which access to employer facilities to communicate with eligible union the Australian Human Rights Commission has the power to enforce members is also significant as is the new criminal wage theft from 12 December 2023. Additionally, the Australian Human Rights offence in respect of intentional underpayments. Commission Amendment (Costs Protection) Bill 2024 (Cth) has Woodside believes that it is well placed to comply with the commenced, a key purpose of which is to reduce the financial numerous new employment and industrial relations obligations that barriers for sexual harassment complainants to bring claims. have been introduced over the past year. Moving forward, as these The SJBP Act also introduced a series of significant industrial reforms have now taken effect, compliance costs are anticipated to relations changes to enterprise bargaining, including expanding the increase in 2025. ability of employees and unions to seek multi-employer enterprise Santos Barossa decision and Environment Plans agreements, broadening the power of the Fair Work Commission In December 2022, the Full Court of the Federal Court of to resolve (through mediation or conciliation) bargaining Australia handed down its decision in Santos NA Barossa Pty disputes before industrial action is taken and to intervene and Ltd v Tipakalippa [2002] FCAFC 193 (Appeal Decision). The make workplace determinations where bargaining becomes Appeal Decision decided certain aspects of the requirements for “intractable”. Other changes to bargaining introduced by the SJBP consultation associated with the acceptance of environment plans Act included amendments making it easier for employee bargaining for offshore petroleum activities by the National Offshore Petroleum 232 WOODSIDE ENERGY GROUP LTD
Safety and Environmental Management Authority, as required under administration and supervision of petroleum activities in offshore the OPGGSA. Subsequently, the management authority published areas beyond coastal waters. The OPGGSA provides for the grant a guideline for industry entitled “Consultation in the course of of exploration permits, retention leases, production licences, preparing an environment plan”. As a consequence of these events, pipeline licences and facilities licences within the areas of the Woodside has experienced delays in obtaining environment plans OPGGSA’s jurisdictional operation. Petroleum decommissioning for petroleum activities in Commonwealth waters. activities are also subject to the OPGGSA. This includes the trailing liability regime, whereby the NOPSEMA and the responsible Refer to section 3.9 – Risk factors for further information on risks Commonwealth Minister have the ability to recall any titleholders, related to government regulations and other legal developments. former titleholders and their respective related bodies corporate Domestic gas reservation policy and ‘related persons’ to undertake decommissioning activities on Under a Western Australian State Government policy (WA Domestic a title or former title area. Trailing liability applies to titles that are Gas Policy), introduced in 2006, gas equivalent to 15% of LNG currently in force as well as to titles that ceased to be in force on or production from LNG export projects is required to be reserved for after 1 January 2021. domestic use as a condition of State approvals required for LNG Within the coastal waters, petroleum operations are covered by the projects. The policy is typically implemented through domestic gas relevant state or Northern Territory legislation that is substantively commitment agreements entered into between project proponents similar to the OPGGSA, including the Offshore Petroleum and and the State, allowing negotiations to occur on a case-by-case Greenhouse Gas Storage Act 2010 (Vic) in Victoria and the basis regarding the method by which the LNG project proponents Petroleum and Geothermal Energy Resources Act 1967 (WA) in fulfil their domestic gas commitments, including from alternative Western Australia. sources. The Offshore Petroleum and Greenhouse Gas Storage (Resource Woodside and (where applicable) its joint venture participants Management and Administration) Regulations 2011 (Cth) contain have domestic gas contractual commitments in place with the resource management provisions, including a requirement for the Western Australian State Government in respect to the North West holder of a production licence to have in place a Field Development Shelf (NWS), Pluto LNG, Scarborough and Wheatstone projects. Plan approved by the Joint Authority before petroleum production In 2015, the NWS State Agreement (North West Gas Development can commence. (Woodside) Agreement 1979) was amended to include a new domestic gas commitment of 15% (or lesser approved amount) of Many of Woodside’s operations rely on pipeline licences to transport total LNG quantity approved for use, supply or sale overseas to oil and gas from the point of production to processing facilities and bring the NWS Project in line with the WA Domestic Gas Policy. In relevant markets. As mentioned above, the OPGGSA also provides 2006, in connection with the FID taken in respect of the Pluto LNG for the grant of pipeline licences within the areas of the OPGGSA’s project, Woodside entered into an arrangement with the Western jurisdictional operation. Pipelines within the coastal waters of Australian State Government to market and make available Western Australia are licensed under the Petroleum (Submerged for supply a quantity of domestic gas from Pluto, provided that Lands) Act 1982 (WA) and pipelines within the coastal waters of Woodside was not required to supply domestic gas if it is not Victoria are licensed under the Offshore Petroleum and Greenhouse commercially viable to do so. In January 2021, Woodside signed a Gas Storage Act 2010 (Vic). Onshore pipelines in Western Australia further agreement with the Western Australian State Government are licensed under the Petroleum Pipelines Act 1969 (WA) and in which Woodside agreed to market and make available 45.6 PJ of onshore pipelines in Victoria are licensed under the Pipelines Act additional domestic gas from its share of NWS Project gas, separate 2005 (Vic). and in addition to the 2015 commitment from the NWS Joint Woodside is also subject to the following laws, among others: Venture. In November 2021, Woodside signed a further domestic • Various petroleum taxes, including royalties, excise taxes, gas commitment agreement with the Western Australian State temporary levies, and the PRRT. In relation to PRRT, in 2024, the Government with respect to the Scarborough project pursuant to Federal Government enacted the Treasury Laws Amendment (Tax which, consistent with the WA Domestic Gas Policy, the Scarborough Accountability and Fairness) Act 2024 (Cth) which introduced a Joint Venture will make gas equivalent to 15% of its LNG exports PRRT deductions cap effective from 1 July 2023. Relevant LNG available to the domestic market. In January 2021, Woodside projects will be subject to the deductions cap seven years after signed a further domestic gas commitment agreement with the the year of first production or from 1 July 2023, whichever is Western Australian State Government with respect to the Pluto later. Once the deductions cap applies, the cap limits the use of acceleration project pursuant to which, consistent with the WA deductions to offset assessable PRRT income. The Wheatstone Domestic Gas Policy, Woodside will make gas equivalent to 15% of and Pluto projects will be subject to this new regime. Related its LNG exports processed at the NWS Project as part of the Pluto amendments to the PRRT legislation were introduced including acceleration project available to the domestic market. Woodside the Treasury Laws Amendment (Delivering Better Financial also has domestic gas commitments in respect to its interest in the Outcomes and Other Measures) Act 2024, which aligns PRRT Wheatstone LNG Project under a 2011 agreement with the Western anti-avoidance rules with the general anti-avoidance provisions Australian State Government. in Part IVA of the Income Tax Assessment Act 1936 (Cth), and Additional major legislation and regulations the Petroleum Resource Rent Tax Assessment Regulations 2024 Woodside’s Australian offshore operations beyond coastal waters (Cth), which accommodate commercial tolling arrangements and are primarily governed by the OPGGSA and related legislation, enhance the integrity rules. which establishes a joint authority whereby relevant Australian • Australia’s competition laws contained in the Competition and state, territory and federal governments cooperate in the Consumer Act 2010 (Cth), which prohibit, among other things, 2024 ANNUAL REPORT 233
engaging in conduct with the purpose or effect of substantially • There is legislation covering work health and safety in both state lessening competition, price fixing, cartel conduct, market sharing, and federal jurisdictions, with separate onshore and offshore concerted practices or bid rigging. The Act is supplemented by regulations. These laws aim to protect workers’ health and safety the Competition and Consumer (Gas Market Code) Regulations by imposing obligations on all parties who are in a position to 2023 (Cth) (Gas Code), which allow for the imposition of gas price contribute to the management of workplace risks, including controls in the eastern Australian gas market. The price cap manufacturers and suppliers of equipment and substances, may be updated by the Australian Competition and Consumer as well as employers and workers (including employees and Commission every two years. The Gas Code also introduces a contractors). Among other things, Woodside, as operator of mandatory code of conduct that establishes minimum conduct both onshore and offshore facilities, is required to develop and and process standards for commercial negotiations for wholesale comply with a comprehensive “safety case” for each facility that gas contracts, including good faith obligations and a ‘reasonable describes the facility and provides details on the hazards and pricing’ provision. On 15 January 2024, Woodside was granted a risks associated with the facility, the risk controls and the safety conditional Ministerial exemption pursuant to the Gas Code. The management system that will be used to minimise relevant risks. exemption relates to the price rules in Division 2 of Part 4 of the • State legislation regulates matters such as long service leave and Gas Code. workers’ compensation, as well as anti-discrimination and equal • The Australian Domestic Gas Security Mechanism, established opportunity matters. pursuant to the Customs (Prohibited Exports) Regulations 1958 • The OPGGSA also provides the legislative framework for CCS and (Cth) and the Customs (Prohibited Exports) (Operation of the carbon capture utilisation and storage (CCUS) projects in offshore Australian Domestic Gas Security Mechanism) Guidelines 2023 areas beyond coastal waters and the grant of assessment (Cth), by which the Australian Government can require LNG permits, holding leases and injection licences. The Western projects to prohibit exports or find offsetting sources of gas, Australian petroleum legislation provides for a substantively to ensure that there are sufficient supplies of natural gas for similar CCS regulatory regime onshore and in the coastal domestic use. The mechanism is intended to be a measure of waters of Western Australia. On 14 May 2024, the Petroleum last resort where market-based solutions and other regulatory Legislation Amendment Act 2024 (WA) was enacted to enable the interventions have failed. transportation and geological storage of greenhouse gases in • Laws protecting the rights and interests of First Nations Western Australia. Australians and their cultural heritage. Since 1992, Australian United States common law has recognised that, in certain circumstances, First Nations Australians may have rights and interests over land and In the United States, numerous federal agencies regulate specific waters in accordance with their traditional laws and customs. The portions of the industry and Woodside’s US operations. The Native Title Act 1993 (Cth) and complementary state legislation US Federal Government directly regulates the development of recognise and protect the native title rights and interests of native hydrocarbon interests on federal lands, including those in the title holders and registered native title claimants. Multiple pieces US Gulf of Mexico and elsewhere in the Outer Continental Shelf.1 of Australian state and federal government legislation protect Federal leasing activities in recent years have been subject to Aboriginal cultural heritage, rights and access to land in Australia political scrutiny and motivations, material uncertainties, delays, and many of these laws are subject to review and change to and legal challenges relating to potential impacts from climate ensure a greater level of involvement of First Nations Australians change related to new offshore exploration and production or the in decisions that may impact cultural heritage and other rights adequacy of federal environmental reviews performed in connection and interests. with Gulf of Mexico lease auctions.1 Woodside is also subject to the • The Greater Sunrise Special Regime (GSSR) established pursuant following laws and regulatory agencies, among others. to the Maritime Boundaries Treaty which came into force on Outer Continental Shelf regulation 30 August 2019. Woodside holds production sharing contracts The Outer Continental Shelf Lands Act governs Woodside’s and retention leases covering its petroleum interests within the hydrocarbon activities on federal offshore oil and natural gas special regime under joint Australian/Timor-Leste administrative 1 leases in the Gulf of Mexico. The Act empowers the Department control. of the Interior, through its agencies the Bureau of Safety and • The Foreign Acquisitions and Takeovers Act 1975 (Cth), associated Environmental Enforcement (BSEE), the Bureau of Ocean Energy regulations and Australia’s Foreign Investment Policy, all of which Management (BOEM) and the Office of Natural Resources Revenue, are intended to encourage foreign investment in Australia that is to administer and create regulations concerning the exploration and not contrary to the Australian national interest. As Woodside is a development of minerals in the outer continental shelf. reporting entity of a critical gas asset within the meaning of the Security of Critical Infrastructure Act 2018 (Cth), it is considered Leases, which contain relatively standardised terms, on the outer a “national security business” under the Foreign Acquisitions continental shelf are awarded under authority of the Act through and Takeovers Act , meaning that certain investments by foreign scheduled lease sales by BOEM based on competitive bidding and investors (including foreign government investors) must be require compliance with detailed BSEE and BOEM regulations notified to the Australian Government and require prior approval and orders issued pursuant to various federal laws, including the from the Australian Treasurer in accordance with the Act. National Environmental Policy Act (NEPA) and the Coastal Zone Management Act. For certain exploration and development activities, 1. On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters. 234 WOODSIDE ENERGY GROUP LTD
lessees are also required to obtain environmental permits from by 50-52% below 2005 levels by 2030. However, on 20 January agencies such as the US Environmental Protection Agency (EPA). 2025, President Trump signed an executive order once again On 20 January 2025, President Trump issued an executive order withdrawing the United States from the Paris Agreement and directing the White House’s Council on Environmental Quality to from any other commitments made under the United Nations issue guidance and propose rescinding existing NEPA regulations to Framework Convention on Climate Change. Additionally, President “expedite and simplify the permitting process”. While the impact of Trump revoked any purported financial commitments made by the this development is unclear at this time, any disruption in our ability United States pursuant to the same. The full impact of these recent to obtain permits could adversely impact our business. developments is uncertain at this time. Certain activities on the outer continental shelf are also subject In August 2022, President Biden signed into law the Inflation to regulation under US Maritime Law by the US Coast Guard. In Reduction Act of 2022, which expanded policy support and addition, offshore pipelines, including those located in the Gulf incentives for deployment of CCUS, hydrogen and other low-carbon of Mexico, are subject to federal regulation including under the projects, including several enhancements to federal tax credits. jurisdiction of the Federal Energy Regulatory Commission (FERC) The Inflation Reduction Act also established a charge on methane and the Pipeline and Hazardous Materials Safety Administration, emissions above a certain methane intensity threshold for facilities under the US Department of Transportation.1 BSEE has also adopted that report their greenhouse gas emissions under the EPA’s regulations for offshore pipelines under its jurisdiction covering Greenhouse Gas Emissions Reporting Program Part 98 regulations, similar matters. Moreover, US operations in the Gulf of Mexico beginning with methane emissions reported in calendar year are subject to extensive requirements related to the plugging and 2024. The Inflation Reduction Act and/or its related impact may be abandonment of wells and decommissioning of offshore structures impacted by challenges, repeals, revisions or other modifications, and equipment.1 We may be required to post substantial financial by the US Congress or presidential administration, and we assurance, such as surety bonds, or to otherwise demonstrate cannot predict at this time when or whether any modification will financial capability to support these decommissioning obligations. take effect, or the impact of any modification on our business. Further, on 15 April 2024, BOEM announced a final rule increasing As adopted, the methane emissions charge could increase our the amount of supplemental financial assurance required from operating costs, which could adversely impact our business, lessees and grant holders conducting operations on the OCS. As a financial condition and cash flows. result of the final rule, BOEM will no longer consider or rely upon the In December 2023, the EPA published a final rule to reduce methane financial strength of predecessors in determining whether, or how and other pollution from oil and natural gas operations and much, supplemental financial assurance will be required by current facilities. Among other things, the final rule requires the phase-out lessees and grant holders. The final rule, which became effective on of routine flaring of natural gas from new oil wells, requires all well 29 June 2024, adopts a three-year phased compliance period for full sites and compressor stations to be routinely monitored for leaks payment of a supplemental financial assurance demand. The final and provides companies greater flexibility to use innovative and cost rule was challenged in the US District Court for the Western District effective methane detection technologies. The final rule is currently of Louisiana by multiple oil and gas industry groups and the States subject to legal challenges, and the US presidential administration of Mississippi, Louisiana, and Texas. Although implementation of the may seek to revise or repeal the rule; however, we cannot predict rule is not currently stayed, the outcome of these challenges remains with certainty what actions the new administration may take or how uncertain. The increased supplemental bonding requirements could they might affect our business or results of operations. generally drive up our operating costs by increasing the amount of security we are required to post and/or, in turn, stress the capacity of The exploration, production, and transportation of crude oil and the surety bond market to provide sufficient bonds to meet resulting natural gas involves risk that hazardous liquids or flammable gases demands from the offshore oil and gas industry. However, Woodside may be released into the environment and may cause substantial may be exempted from the supplemental financial assurance harm to the environment, natural resources, or human health and requirements by meeting an investment grade credit rating for safety. Such incidents, as well as failure to comply with applicable our entity which holds our current Gulf of Mexico assets. A parent environmental laws and regulations, may result in material company guarantee from an investment grade rated company can expenditures for response actions, significant government civil or also satisfy the supplemental assurance requirements. criminal fines and penalties, liability to government agencies for natural resources damages, and significant business interruption. Environmental regulation In addition, a spill on or related to our properties and operations The Clean Air Act and comparable state laws and regulations could expose us to joint and several and strict liability, without govern emissions of various air pollutants through the issuance of regard to fault. Existing and new laws and regulations could require permits and other authorisation requirements. Since 2009, the EPA us to evaluate and upgrade existing infrastructure and operational has been monitoring and regulating greenhouse gas emissions, practices on an accelerated basis or pursue additional capital including carbon dioxide and methane, from certain sources in the projects, any or all of which could result in increased operating oil and gas sector due to their association with climate change. costs, which in turn could have a material adverse effect on our At the international level, the 2015 Paris Agreement requires business, financial condition or results of operations. member states to individually determine and submit non-binding Laws and regulations are frequently subject to change, and the general emissions reduction targets every five years beginning in 2020. trend in the United States has been for these governmental agencies Although the United States withdrew from the Paris Agreement to continue to evaluate and, as necessary, develop and implement new under the first Trump administration, President Biden recommitted permitting, performance and disclosure requirements, particularly the United States in February 2021, and, in April 2021, established with respect to the environment, greenhouse gas emissions, natural a goal of reducing the United States’ greenhouse gas emissions 2024 ANNUAL REPORT 235
resources, and worker health and safety. The recent change in permit work and the placement of structures in navigable waters of US presidential administration contributes to uncertainty on the the US under the Rivers and Harbors Act of 1899. BNA requires a future direction of regulatory change. For example, existing climate Nationwide Permit under this framework. change-related regulation has already become a focus of the new The Jones Act governs the transportation of goods between Trump administration. On his first day in office, President Trump US ports by requiring that vessels involved in such trade be signed several executive orders rescinding many of the previous US-built, US-owned, and US-crewed. The US Coast Guard and administration’s climate-related executive orders and associated the US Maritime Administration ensure compliance with these initiatives. President Trump’s directives included, amongst others, regulations to safeguard the US maritime industry and national directing the EPA to reconsider its 2009 endangerment findings relating security. Domestic shipments from BNA must be transported on to greenhouse gas emissions, which provides regulatory justification Jones Act-compliant vessels, which are US-built, US-flagged, US-for federal greenhouse gas permitting and methane emission control owned, and crewed by US citizens or permanent residents. The requirements, and directing the EPA to reconsider its use of Social Federal Occupational Safety and Health Administration (OSHA), Cost of Greenhouse Gas estimates in federal permitting decisions. We established pursuant to the Occupational Safety and Health Act cannot predict with certainty the impact of, and changes in, government of 1970, establishes and enforces workplace safety standards policies, laws and regulations, including any changes or other actions for manufacturing facilities in Texas. OSHA regulations address resulting from the change in US presidential administration. areas such as hazardous materials handling, machine guarding, Export of LNG personal protective equipment, and emergency preparedness. As The design, construction, operation, maintenance and expansion of Texas does not have its own state-run OSHA plan, workplace safety our liquefaction facilities and the transportation of LNG are highly enforcement is under the jurisdiction of Federal OSHA. For BNA, regulated activities subject to the jurisdiction of the FERC pursuant OSHA’s responsibilities include setting safety standards, conducting to the Natural Gas Act of 1938. On 26 January 2024, President Biden inspections, issuing citations for violations, and offering training and announced a temporary pause on pending decisions on new exports outreach programs. of LNG to countries that the United States does not have free trade agreements with, pending the US Department of Energy’s (“DOE”) Senegal review of the underlying analyses for authorisations. On 1 July 2024, In Senegal, Woodside’s production sharing contract and the the federal court for the Western District of Louisiana ordered that prospecting, exploration, exploitation and transportation of the DOE was enjoined and restrained from halting or pausing the hydrocarbons, as well as the tax rules for such activities, are approval process for pending and future applications for LNG exports primarily governed by Law no. 98- 05, dated 8 January 1998 to non-FTA countries. On December 17, 2024, the DOE released an (Petroleum Code) and its implementing decree no. 98-810, dated 6 updated study of US LNG exports with a 60-day comment period October 1998. The Petroleum Code determines that the Senegalese that was later extended to March 20, 2025. On 20 January 2025, Ministry of Petroleum and Energy is the competent authority for its President Trump issued the Unleashing American Energy executive implementation and is responsible for authorising activities for oil order directing the DOE Secretary to restart reviews of applications and gas prospecting, exploration, exploitation and transportation. for approvals of LNG export projects as expeditiously as possible, While a revised Petroleum Code was introduced in 2019, the terms consistent with applicable law. On 21 January 2025, the DOE of that legislation state that any production sharing contract PSC announced that it was ending the moratorium imposed by the Biden issued before the introduction of the 2019 Petroleum Code retains administration on the approvals of LNG export authorisations by the its legal regime, and, as such, the 1998 Petroleum Code continues DOE following direction given by President Trump in the Unleashing to apply to Woodside’s contract. There is also other legislation and American Energy executive order. At this time, we cannot predict with regulation that applies to Woodside’s activities in Senegal including, certainty what actions the US presidential administration may take, if without limitation, in respect of the environment and local content any at all, with respect to the DOE study. requirements. Ammonia in the United States MATERIAL LIMITATIONS Woodside’s Beaumont New Ammonia (BNA) project in Beaumont, Texas is subject to a number of onshore and offshore regulations Woodside has certain obligations as part of its operations in from both federal and state US agencies. Both the Federal Clean Western Australia to provide natural gas into the Western Air Act and Texas Clean Air Act, and associated federal and state Australian domestic market. Please refer to “Government regulations, govern emissions of various air pollutants through the regulations—domestic gas reservation policy” in this section for issuance of permits and other authorisation requirements. BNA is further information. subject to the Texas Commission on Environmental Quality (TCEQ) air Woodside is subject to ordinary course production sharing contract quality management for the state of Texas. TCEQ issues regulations limitations in Senegal. Refer to “Government regulations—Senegal” under authority in the Texas Clean Air Act and BNA will require a in this section for further information. permit issued under this framework. Further, the Clean Water Act prohibits discharges of pollutants from a point source into the waters SUMMARY OF MATERIAL LEGAL PROCEEDINGS of the United States without a permit. TCEQ manages the pollutant discharge process under authority assumed from the Environmental Woodside is involved from time to time in legal proceedings and Protection Agency, BNA will require a wastewater discharge permit governmental investigations of a character normally incidental under this framework and a construction general permit for certain to its business, including claims and pending actions against it stormwater discharges. In addition, the Department of the Army, seeking damages, or clarification or prosecution of legal rights and acting through the US Army Corps of Engineers, has authority to regulatory inquiries regarding business practices. Insurance or other indemnification protection may offset the financial impact on 236 WOODSIDE ENERGY GROUP LTD
Woodside of a successful claim. Except as set forth below, there are no governmental, legal or arbitral proceedings (including any such proceedings that are pending or threatened and of which Woodside is aware) that may have, or have had during the 12 months prior to the date of this report, a significant effect on Woodside’s financial position or profitability: • In June 2022, the Australian Conservation Foundation Incorporated (ACF) (represented by the Environmental Defenders Office Ltd) commenced Federal Court of Australia proceedings in relation to the environmental assessment of the Scarborough project. The ACF was seeking a final injunction to restrain Woodside from carrying out offshore project activities for the Scarborough project. The action was dismissed by consent on 20 August 2024. 2024 ANNUAL REPORT 237
6.4 ADDITIONAL INFORMATION • SHAREHOLDER STATISTICS Shareholder statistics Information in this section is current as of 11 February 2025, unless otherwise stated. References to “the company” or “Woodside” on pages 238-245 are to Woodside Energy Group Ltd and references to shareholdings and other equity on those pages are to equity in Woodside Energy Group Ltd. NUMBER OF SHAREHOLDINGS There were 607,388 shareholders. DISTRIBUTION OF SHAREHOLDINGS The following table shows the distribution of Woodside Energy Group Ltd shareholders by size of shareholding and number of shareholders and shares as of 11 February 2025. Size of shareholding Number of holders Number of shares1 % of issued capital 1-1000 477,092 116,333,988 6.13 1001 – 5000 109,571 236,608,100 12.46 5001 – 10 000 13,415 94,379,559 4.97 10 001 – 100 000 7,125 146,960,661 7.74 Greater than 100 000 185 1,304,467,463 68.70 Total 607,388 1,898,749,771 100.00 1. All issued shares carry voting rights on a one-for-one basis. UNMARKETABLE PARCELS There were 75,014 members holding less than a marketable parcel of shares in the company (based on the closing market price of $24.50 per share on 11 February 2025). GEOGRAPHICAL DISTRIBUTION OF SHAREHOLDERS AND SHAREHOLDING Registered addressed Number of holders Number of shares1 % of issued capital Australia 587,270 1,884,116,294 99.23 New Zealand 6,997 6,154,145 0.32 United Kingdom 5,099 4,510,116 0.24 United State of America 1,805 1,082,549 0.06 Other 6,217 2,886,667 0.15 Total 607,388 1,898,749,771 100.00 US SHAREHOLDINGS Type of holding Number of holders Number of securities % of issued capital Registered holders of voting securities 1,805 1,082,549 0.06 ADR holder 2,214 44,311,320 2.33 238 WOODSIDE ENERGY GROUP LTD
DISTRIBUTION OF RIGHTS HOLDINGS The following table shows the distribution of rights holders in Woodside Energy Group Ltd by size of rights holding and number of rights holders and rights as of 11 February 2025. Size of shareholding Number of rights holders Number of rights1 % rights on issue 1-1000 504 323,456 2 1001 – 5000 3,446 8,674,267 63 5001 – 10 000 406 2,621,515 19 10 001 – 100 000 95 1,925,245 14 Greater than 100 000 1 220,893 2 Total 4,452 13,765,376 100 1. Unvested rights do not carry any voting rights. TWENTY LARGEST SHAREHOLDERS The following table sets out the 20 largest shareholders of ordinary shares listed on the Woodside Energy Group Ltd share register and the details of their shareholding as of 11 February 2025. Shareholder name Number of fully paid shares held % of issued capital HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 533,456,387 28.10 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 368,167,932 19.39 CITICORP NOMINEES PTY LIMITED 148,033,900 7.80 CITICORP NOMINEES PTY LIMITED <CITIBANK NY ADR DEP A/C> 44,311,320 2.33 BNP PARIBAS NOMS PTY LTD 27,117,832 1.43 BNP PARIBAS NOMINEES PTY LTD <AGENCY LENDING A/C> 21,656,989 1.14 BNP PARIBAS NOMINEES PTY LTD <CLEARSTREAM> 18,379,851 0.97 NATIONAL NOMINEES LIMITED 16,245,216 0.86 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED <NT-COMNWLTH SUPER CORP A/C> 13,793,808 0.73 BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV LTD> 11,733,874 0.62 NETWEALTH INVESTMENTS LIMITED <WRAP SERVICES A/C> 8,677,819 0.46 AUSTRALIAN FOUNDATION 8,095,000 0.43 MUTUAL TRUST PTY LTD 4,913,093 0.26 BUTTONWOOD NOMINEES PTY LTD 4,579,457 0.24 ARGO INVESTMENTS LIMITED 4,371,455 0.23 MCCUSKER HOLDINGS PTY LTD 3,880,000 0.20 NETWEALTH INVESTMENTS LIMITED <SUPER SERVICES A/C> 3,745,612 0.20 IOOF INVESTMENT SERVICES LIMITED <IPS SUPERFUND A/C> 3,542,008 0.19 CITICORP NOMINEES PTY LIMITED <COLONIAL FIRST STATE INV A/C> 3,231,982 0.17 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED—A/C 2 2,796,720 0.15 Total 1,250,730,255 65.87 SUBSTANTIAL SHAREHOLDERS The following table shows the substantial shareholders who, together with their associates, hold five per cent or more of the voting rights in Woodside Energy Group Ltd, as notified to Woodside. Shareholders Title of class Date received Date of change Shares held1 % of total voting rights1 BlackRock Group (BlackRock Inc. and subsidiaries)2 Ordinary shares 8 February 2024 5 February 2024 133,581,277 7.03 Vanguard Group (The Vanguard Group, Inc. and its Ordinary shares 1 October 2024 26 September 2024 114,652,665 6.038 controlled entities)3 State Street Corporation and subsidiaries Ordinary shares 16 September 2024 12 September 2024 135,185,363 7.12 AustralianSuper Pty Ltd Ordinary shares 3 September 2024 28 August 2024 116,634,944 6.14 1 These figures quoted are based on the number owned and voting rights provided in the latest applicable substantial shareholder notice. 2 As stated in its latest substantial shareholder notice, BlackRock Group (BlackRock Inc. and subsidiaries) also holds 1,992,368 shares of Woodside Energy Group Ltd ADR 1:1. 3 As stated in its latest substantial shareholder notice, Vanguard Group also holds 80,545 shares of Woodside Energy Group Ltd ADR 1:1. 2024 ANNUAL REPORT 239
BUY BACKS There are currently no on-market buy backs. DIVIDEND REINVESTMENT PLAN Our dividend reinvestment plan remains suspended. ESCROWED AND RESTRICTED SECURITIES Woodside Energy Group Ltd does not have any restricted securities or securities subject to voluntary escrow on issue. On-market purchases for Woodside employee incentive plans1,2 Period Total number of ordinary Average price paid per share Average price paid per share Number of shares purchased shares purchased (A$) (US$) for employee plans February 2024 662,082 30.32 19.84 662,082 March 2024 600,000 30.73 20.12 600,000 September 2024 3,031,617 27.02 18.30 3,031,617 Total 4,293,699 28.05 18.79 4,293,699 1. These shares were purchased to satisfy employee incentive plan requirements. 2. Total on-market purchases for Woodside employees incentive plans total 0.23% of total share capital. ANNUAL GENERAL MEETING DIVIDEND PAYMENTS The 2025 Annual General Meeting (AGM) of Woodside Energy Woodside determines its dividends in US dollars as this is our Group Ltd will be held on 8 May 2025. Details of the business of functional and presentation currency. Woodside pays its dividends in the meeting will be provided in the AGM notice. The AGM will be Australian dollars, unless a shareholder’s registered address is in the webcast live on the internet. An archived version of the webcast will United Kingdom (UK), where they are paid in UK pounds sterling, or be placed on the Woodside website to enable the proceedings to be in the USA, where they are paid in US dollars, or in New Zealand (NZ), viewed at a later time. where they are paid in NZ dollars. Shareholders may have their dividends paid directly into any bank DOCUMENTS ON DISPLAY or building society account in Australia, the USA, the UK or NZ. Documents filed by Woodside on the ASX are available at asx. Payments are electronically credited on the dividend payment date com.au. Woodside files Annual Reports and other reports and and confirmed by payment advice. To request direct crediting of information with the US Securities and Exchange Commission dividend payments, please contact the share registry or visit the (SEC). These filings are available on the SEC’s website at sec.gov. share registry website (investorcentre.com/wds). Documents filed on the ASX or with the SEC are not incorporated Shareholders must make an election to alter their dividend currency by reference into this report. The documents referred to in this by the business day after the record date for the dividend. report as being available on our website, woodside.com, are not Shareholders who reside outside the USA, the UK, Australia and incorporated by reference and do not form part of this report. NZ may elect to receive their dividend electronically in their local WOODSIDE ENERGY GROUP LTD currency using the share registry’s Global Wire Payment Service. Woodside was registered under Australian corporate law in 1971 For a list of currencies offered and how to subscribe to the service, and listed on the ASX on 18 November 1971. Woodside’s shares are please contact the share registry. currently listed on the ASX under the ticker symbol ‘WDS’ and its For more information on this topic, refer to Woodside’s website for American Depositary Shares (ADS) are listed on the NYSE under the the history of dividends paid by the company at woodside.com. symbol ‘WDS’. As announced on 16 October 2024, as of 08:00 (GMT) on 20 November 2024, Woodside was delisted and removed from CHANGE OF ADDRESS OR BANKING DETAILS the London Stock Exchange. Shareholders should immediately notify the share registry of any Woodside’s registered office is Mia Yellagonga, 11 Mount Street, change to their address or banking arrangements for dividends Perth, Western Australia 6000, Australia, telephone +61 8 9348 4000. electronically credited to a bank account. Additional information about Woodside can be found on its website For more information on this topic, refer to the share registry at woodside.com. website to change details at investorcentre.com/wds. 240 WOODSIDE ENERGY GROUP LTD
AUSTRALIAN SECURITIES EXCHANGE Fees payable by the Depositary to the issuer Investors who hold or have interests in Woodside shares listed Citibank reimburses Woodside for certain expenses Woodside on the ASX seeking information about their shareholdings should incurs in connection with its ADR program, subject to certain contact Woodside’s Australian share registry: ceilings. These reimbursable expenses currently include, but are not limited to, legal, accounting and reserve engineer fees, Computershare Investor Services Pty Limited listing fees, expenses related to investor relations in the United Address: Level 11, 172 St Georges Terrace Perth WA 6000 States, fees payable to service providers for the distribution of material to ADR holders and expenses to remain in compliance Postal address: GPO Box D182 Perth WA 6840 with applicable US laws and NYSE listing standards. Citibank has Telephone: 1300 558 507 (within Australia) further agreed to waive certain fees in connection with Woodside’s +61 3 9415 4632 (outside Australia) ADR program. These waived expenses currently include, but are not limited to, standard costs associated with the administration of Email: web.queries@computershare.com.au the ADR program and certain fees in connection with issuance of Website: investorcentre.com/wds ADRs under Woodside’s equity compensatory plans. For the year The share registry can assist with queries on share transfers, ended 31 December 2024, direct reimbursements and waived fees dividend payments, the dividend reinvestment plan, notification of totalled approximately US$1,500,000. Under certain circumstances, tax file numbers and changes of name, address or bank account including termination of our ADS program or removal of our details. Depositary, we may be required to repay to the Depositary a portion of the amounts reimbursed in prior periods. For security reasons, you will need your Security Reference Number The ADSs issued under our ADR programs trade on the NYSE under (SRN) or Holder Identification Number (HIN) when communicating the stock ticker WDS. As of 11 February 2025, there were 44,311,320 with the share registry. The share registry website allows ADSs on issue and outstanding in the Woodside ADS program. shareholders to make changes to address and banking details online. ADR holders should deal directly with Citibank on all matters related to their ADRs, using the details below. For more information on this topic, refer to the share registry website to change details at investorcentre.com/wds. Enquiries should be directed to: Citibank Shareholder Services AMERICAN DEPOSITARY RECEIPTS Address: PO Box 43077 We have an American Depositary Receipts (ADR) program. The ADR Providence Rhode Island program has a 1:1 ordinary share to American Depositary Share 02940-3077 (ADS) ratio. USA Toll Free: 1-866-253-8350 Depositary fees International: +1 781 575 4555 Citibank serves as the depositary bank (Depositary) for our ADR program. ADR holders agree to the terms in the deposit agreement Email: citibank@shareholders-online.com filed with the SEC for depositing ADSs or surrendering the ADSs Investor Relations enquiries for cancellation and for certain services as provided by Citibank. Address: Woodside Energy Group Ltd Holders are required to pay all fees for general depositary services Mia Yellagonga provided by Citibank in each of our ADR programs, as set forth in 11 Mount Street the table below. Perth WA 6000 Service Fees Postal address: GPO Box D188 Perth WA 6840 Issuance of ADSs upon deposit of Up to $0.05 per ADS issued Telephone: +61 8 9348 4000 shares Email: investor@woodside.com Cancellation of ADSs Up to $0.05 per ADS cancelled Distribution of cash dividends or other Up to $0.05 per ADS held Website: woodside.com cash distributions Distribution of securities other than Up to $0.05 per ADS held EXCHANGE CONTROLS ADSs or rights to purchase additional Under Australian foreign exchange controls currently in effect, ADSs transfers of capital to and from Australia are not subject to prior ADS Services Up to $0.05 per ADS held on government approval and, except as described below, Australia the applicable record date(s) established by the Depositary does not restrict the flow of currency into or out of the country. Regulations may be made under the Anti-Money Laundering and Registration of ADS transfers Up to $0.05 per ADS transferred Counter-Terrorism Financing Act 2006 (Cth) of Australia (AML/ CTF Act) prohibiting the entering into of transactions involving Conversion of ADSs of one series for Up to $0.05 per ADS converted ADSs of another series prescribed foreign countries. As of the date of this report, no such regulations are in place. To control tax evasion and money 2024 ANNUAL REPORT 241
laundering, the AML/CTF Act also requires certain transactions to be reported to the Australian Transaction Reports and Analysis Centre (AUSTRAC) and prohibits reporting entities from providing certain ‘designated services’ to customers without having complied with certain obligations under the AML/CTF Act (for example ‘know your customer’ checks). In addition, the AML/CTF Act imposes certain obligations on ‘designated service’ providers to report ‘threshold transactions. The Autonomous Sanctions Regulations 2011 (Cth) promulgated under the Autonomous Sanctions Act 2011 (Cth) of Australia, the Charter of the United Nations Act 1945 (Cth) of Australia and other acts and regulations in Australia restrict or prohibit payments, transactions or other dealings with assets having a proscribed connection with certain countries or named individuals or entities subject to financial sanctions or identified with terrorism. The Australian Department of Foreign Affairs and Trade (DFAT) maintains a list of all persons and entities subject to financial sanctions or having a proscribed connection with terrorism which is available to the public at DFAT’s website. There are no specific restrictions regarding the remittance of profits, dividends or capital. Intentionally omitted Intentionally omitted 242 WOODSIDE ENERGY GROUP LTD
Intentionally omitted 2024 ANNUAL REPORT 243
Intentionally omitted 244 WOODSIDE ENERGY GROUP LTD
Intentionally omitted 2024 ANNUAL REPORT 245
6.5 ADDITIONAL INFORMATION • ASSET FACTS Asset facts PRODUCING FACILITIES Australia Asset Role Equity Infrastructure Capacity (100% project) Product Pluto LNG Operator 90% Pluto LNG Plant LNG: 4.9 Mtpa LNG, pipeline gas and (onshore gas plant) Domestic gas: 25 TJ/d condensate Condensate: 1,140 tonnes/d Pluto Platform Dry gas: 1,320 MMscf/d Gas and condensate (steel jacket fixed platform) North West Shelf1,2 Operator 33.33% Karratha Gas Plant (onshore LNG: 16.9 Mtpa LNG, pipeline gas, gas plant) Domestic gas: 630 TJ/d condensate and NGLs Condensate: 14,385 tonnes/d North Rankin Complex Dry gas: 60,000 tonnes/d Gas and condensate (steel jacket fixed platform) Condensate: 6,200 tonnes/d Goodwyn A Platform Dry gas: 38,000 tonnes/d Gas and condensate (steel jacket fixed platform) Condensate: 18,000 tonnes/d Angel Platform Dry gas: 21,500 tonnes/d Gas and condensate (steel jacket fixed platform) Condensate: 8,600 tonnes/d Wheatstone2,3 Non-Operator 13% Wheatstone LNG Plant LNG: 8.9 Mtpa LNG, pipeline gas and (onshore gas plant) Domestic gas: 230 TJ/d condensate Condensate: 8,661 sm3/d Wheatstone Platform Dry gas: 1,970 MMscf/d Gas and condensate (steel gravity structure Condensate: 8,600 sm3/d platform) Okha FPSO Operator 50% FPSO Oil: 60 kbbl/d Crude oil Gas: 82 MMscf/d Ngujima-Yin FPSO Operator 60% FPSO Oil: 120 kbbl/d Crude oil Bass Strait Non-Operator 50% Longford Gas: 700 TJ/day Pipeline gas, condensate (onshore gas plant) Condensate: 2,250 tonnes/d and NGLs Liquefied petroleum gas: 1,775 Long Island Point tonnes/d (onshore processing and Ethane: 225 tonnes/d storage plant) Barracouta (steel jacket platform and West Barracouta subsea tieback) Snapper (steel jacket platform) Marlin/Turrum (steel jacket platform) Tuna/West Tuna (steel jacket platform and concrete gravity structure) 32.5% Kipper (subsea tieback to West Tuna) Pyrenees FPSO Operator 40-71.4% FPSO Oil: 96,000 bbl/d Crude oil Macedon Operator 71.4% Onshore single-train gas plant Gas: 220 MMscf/d Pipeline gas Condensate: 110 bbl/d 1. The North West Shelf consists of a number of active joint ventures. Woodside’s participating interest is 33.33% in all of these apart from the NWS joint ventures with CNOOC. Woodside’s participating interest in the CLNG JV is 25% and in the Extended Interest JVs is 31.567%. 2. In December 2024 Woodside entered into an asset swap with Chevron. Refer to section 3.1 Australian Operations for details. 3. The Wheatstone assets processes gas from several offshore gas fields, including the Julimar and Brunello fields, for which Woodside has 65% participating interest and is the operator. 246 WOODSIDE ENERGY GROUP LTD
International Asset Role Equity Infrastructure Capacity (100% project) Product Sangomar Operator 82% FPSO Oil:100,000 bbl/d Crude oil Greater Angostura Operator 45% Angostura – Block 2(c) (steel Oil:100,000 bbl/d Crude oil and pipeline gas jacket fixed platforms) Gas: 340 MMscf/d 68.46% Ruby – Block 3(a) (steel jacket fixed platform) Greater Shenzi Operator 72% Tension leg platform Oil: 100,000 bbl/d Crude oil, pipeline gas, Gas: 50 MMscf/d condensate and NGLs Atlantis Non-Operator 44% Semi-submersible FPU Oil: 200,000 bbl/d Crude oil, pipeline gas, Gas: 180 MMscf/d condensate and NGLs Mad Dog Non-Operator 23.9% Phase 1 (A-Spar) (Truss spar) Oil:100,000 bbl/d Crude oil, pipeline gas, Gas: 60 MMscf/d condensate and NGLs Phase 2 (Argos) Oil: 140,000 bbl/d Crude oil, pipeline gas, (Semi-submersible FPU) Gas: 75 MMscf/d condensate and NGLs PROJECTS Post FID Asset Role Equity Infrastructure Capacity (100% project) Product Scarborough Operator 74.9% Semi-submersible FPU Dry gas: 1,750 MMscf/d LNG and pipeline gas 51% Pluto Train 2 LNG: 5.0 Mtpa (onshore gas plant) Domestic gas: 225 TJ/d Trion Operator 60% Semi-submersible FPU Oil: 100,000 bbl/day Crude oil Beaumont New Operator 100% Ammonia synthesis facility, Phase 1 (under construction): 1.1 Mtpa Ammonia Ammonia supporting infrastructure, Phase 2 (pre-FID): 1.1 Mtpa utilities and storage tanks DEVELOPMENTS Asset Role Equity Product Louisiana LNG Operator 100% LNG Calypso Operator 70% Gas and condensate Browse Operator 30.6% LNG, pipeline gas, LPG and condensate Greater Scarborough1 Operator 100% Gas Liard Non-Operator 50% Gas Sunrise Operator 33.44% Gas and condensate 1. Greater Scarborough includes the Jupiter and Thebe fields. NEW ENERGY OPPORTUNITIES1 Asset Role Equity Product H2OK Operator 100% Hydrogen H2Perth Operator 100% Hydrogen Hydrogen Refueller @H2Perth Operator 100% Hydrogen Woodside Solar Proponent2 100% Solar energy 1. Subject to FID and regulatory approvals. Excludes acquisitions subsequent to the period. 2. Solar generation, battery services and transmission access and services will be supplied to Woodside under contracts with third parties. 2024 ANNUAL REPORT 247
GREENHOUSE GAS ASSESSMENT PERMITS Asset Permit Role Joint Venture Comment Australia G-7-AP Non-Operator Bonaparte CCS Assessment Joint Venture Located in the Bonaparte Basin off the north western coast of the Northern Territory G-8-AP Operator Browse Joint Venture For carbon capture and storage evaluation for Browse G-10-AP Operator Angel CCS Joint Venture1 Located in the Northern Carnarvon Basin off the north west coast of Western Australia G-18-AP Non-Operator Greenhouse Gas Assessment Permit G-18-AP Located in the Northern Carnarvon Basin off the north Joint Venture west coast of Western Australia G-19-AP Non-Operator Gippsland Basin Joint Venture Located in the Gippsland Basin off the coast of Victoria EXPLORATION Country Permit Role Equity Product Asia-Pacific Australia WA-356-P Operator 65% Gas prone basin WA-536-P Operator 65% Gas prone basin WA-550-P Operator 100% Gas prone basin NT/P86 Operator 100% Gas prone basin WA-404-P Operator 100% Gas prone basin WA-28-P Operator 15.78% Gas prone basin WA-93-R Operator 70% Gas prone basin WA-94-R Operator 70% Gas prone basin Europe Ireland FEL 5/13 Operator Exit initiated Oil or gas prone basin Africa Republic of the Marine XX Non-Operator 22.5% Oil or gas prone basin Congo Egypt Red Sea Block 1 Non-Operator 45% Oil or gas prone basin Red Sea Block 4 Non-Operator 25% Expired subsequent to the period Tiba Block Non-Operator 40% Oil and gas prone basin North El Dabaa Offshore (Block 4) Non-Operator 27% Oil and gas prone basin Caribbean Barbados Bimshire Operator 60%—exit initiated Oil or gas prone basin Latin America Peru 108 Non-Operator Exit initiated Oil or gas prone basin 1. In December 2024 Woodside entered into an asset swap with Chevron. Refer to section 3.1 Australian Operations for details. 248 WOODSIDE ENERGY GROUP LTD
Country Permit Role Equity Product North America US Gulf of Mexico1 GB 780, GB 824, GB 825, GB 821, GB 866, EB 636, EB 637, Operator 100% Oil prone basin EB 550, EB 594, EB 638, KC 859, KC 903, KC 904, KC 905, KC 948, KC 949, WR 795, WR 796, GB 663, GB 664, GB 678, GC 210, GC211 GB 640, GB 641, GB 685, GB 555, GB 726, GB 770, GB 771, Non-Operator 40% Oil prone basin GB 604, GB 605, GB 647, GB 648, GB 728, GB 774, GB 421, GB 464, GB 465, GB 508, GB 509, GC 598 GB 574, GB 575, GB 619, GB 529, GB 530, GB 531 Operator 57% Oil prone basin GC 436, GC 480 Non-Operator 44% Oil prone basin GB 501, GB 502, GB 545, GB 630, GB 672, GB 676, GB 677, Operator 60% Oil prone basin GB 716, GB 721, GB 760, GB 762, GB 805, GB 806, GB 851, GB 852, GB 895 GC 282, GC 237 Non-Operator 50% Oil prone basin EB 655, EB 656, EB 699, EB 700, EB 701, EB 566, EB 567, Operator 70% Oil prone basin EB 610, EB 611, AC 34, AC 36, AC 78, AC 80, EB 914 MC 798, MC 842 Non-Operator 45% Oil prone basin AC 125, AC 126, AC 81, AC 82 Operator 45% Oil prone basin GC 679, GC 768 Non-Operator 31.9% Oil prone basin MC 368, MC 369, MC 411, MC 412, MC 455, MC 456 Non-Operator 25% Oil prone basin GC 80, GC 123, GC 124, GC 168 Operator 75% Oil prone basin GC 870 Non-Operator 23.9% Oil prone basin AT 228, AT 273, AT 274, AT 409, AT 452, AT 453, AT 454, AT Non-Operator 30% Oil prone basin 424, AT 425, AT 469, AT 470 1. On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters. 2024 ANNUAL REPORT 249
6.6 ADDITIONAL INFORMATION • ALTERNATIVE PERFORMANCE MEASURES Alternative performance measures Certain parts of this report contain financial measures that are not measures it presents provide a useful means through which to defined in, and have not been prepared in accordance with, IFRS and examine the underlying performance of its business. However, are not recognised measures of financial performance or liquidity these measures should not be considered to be an indication of, or under IFRS. In addition to the financial information contained in this alternative to, corresponding measures of gross profit, net profit, report presented in accordance with IFRS, certain “non-GAAP financial cash flows from operating activities, or other figures determined measures” (as defined in Item 10(e) of Regulation S-K under the US in accordance with IFRS. In addition, such measures may not be Securities Act of 1933, as amended) have been included in this report. comparable to similar measures presented by other companies. These measures include EBIT, EBITDA, EBITDA excluding impairment, Undue reliance should not be placed on the non-IFRS financial Gearing, Underlying NPAT, Net debt, Free cash flow, Cash margin, measures contained in this report, and the non-IFRS financial Capital expenditure, Exploration expenditure, Liquidity, Net tangible measures should be considered in addition to, and not as a assets, Net tangible assets per ordinary security, Return on equity, substitute for, or as superior to, measures of financial performance, and Return on average capital employed. These non-IFRS financial financial position or cash flows reported in accordance with IFRS. measures are defined in section 6.7—Glossary, units of measure Non-IFRS financial measures are not uniformly defined by all and conversion factors. This section provides a reconciliation of companies, including those in Woodside’s industry. Accordingly, these measures to the most directly comparable financial measure they may not be comparable with similarly titled measures and calculated and presented in accordance with IFRS in Woodside’s disclosures by other companies. financial statements. Although certain of these data have been extracted or derived from Woodside’s management uses these measures to monitor Woodside’s financial statements, these data have not been audited Woodside’s financial performance alongside IFRS measures to or reviewed by Woodside’s independent auditors. You are urged to improve the comparability of information between reporting periods read carefully the audited full-year financial statements and related and business units; Woodside believes that the non-IFRS financial notes thereto. DEFINITION AND CALCULATION OF NON-IFRS FINANCIAL INFORMATION Non-IFRS financial information Why is the non-IFRS financial information useful Calculation methodology EBIT Used to assess the Group’s operational profitability excluding net finance Calculated as profit before income tax, PRRT and net costs and taxation expense. This assists management in tracking the finance costs. performance of the Group from its operations only. EBITDA excluding Used to assess the Group’s operational profitability excluding net finance Calculated as profit before income tax, PRRT, impairment costs, taxation expense, depreciation and amortisation and impairment net finance costs, depreciation and amortisation, losses/reversals. This measure assesses the performance of the Group’s impairment losses, impairment reversals. segments and aids decision making of resource allocation. Underlying NPAT Used to assess the Group’s financial performance by excluding the impacts Net profit after tax from the Group’s operations of exceptional items. This measure indicates the performance from the excluding any exceptional items (refer to the Group’s core operations only and is used by management to aid decision reconciliation in this section for the list of specific making of resource allocation. items for each financial year). Capital expenditure Used to assess efficient deployment of capital for property, plant and Includes capital additions on property, plant and equipment and evaluation capitalised. Management uses this measure as equipment and evaluation capitalised. support for decision making to maintain and improve productive capacity. Exploration expenditure Used to assess efficient deployment of capital for exploration and evaluation Includes exploration and evaluation expenditure less expenditure. Management uses this measure as support for decision making amortisation of licence acquisition costs and prior year to maintain and improve productive capacity. exploration expense written off. Free cash flow Used to evaluate the cash available for financing activities, including Cash flow from operating activities (excluding shareholder distributions and debt servicing, after investment in maintaining payments to cash reserves) and cash flow from and growing the Group’s operations This measure is used as a key indicator investing activities. of the level of cash the Group has at its disposal. 250 WOODSIDE ENERGY GROUP LTD
Non-IFRS financial information Why is the non-IFRS financial information useful Calculation methodology Gearing Used to monitor the Group’s net debt relative to the Group’s total net debt Net debt divided by the total of net debt and equity and equity. This measure assists management in monitoring the Group’s attributable to equity holders of the parent. leverage. Liquidity Used to assess the Group’s ability to access cash and cash equivalents at Total cash and cash equivalents and available undrawn short notice. debt facilities less restricted cash. Net debt Net debt measures how the Group manages our balance sheet and capital Interest-bearing liabilities and lease liabilities less structure. Management uses this measure to track the level of debt of the cash and cash equivalents. Group. Net tangible assets Used to assess the Group’s net assets (excluding intangible) to assess how The Group’s net assets less goodwill, non-controlling much risk the Group carries in liquidity, solvency and assets for financing interest and intangible assets. purposes. Net tangible assets per Used by management to assess the Group’s investment strategy in Net tangible assets divided by the number of issued ordinary security comparison to the Group’s share price. and fully paid shares. Return on equity Used to measure the Group’s earnings as a percentage of shareholders’ Net profit after tax from the Group’s operations divided investments. by equity attributable to equity holders of the parent. Return on average Used to assess the efficiency of the Group’s utilisation of the capital Profit before tax and net finance costs divided by capital employed employed. the total average non-current liabilities and equity attributable to equity holders of the parent. APMs derived from consolidated income statement 2024 2023 2022 US$m US$m US$m EBIT/EBITDA excluding impairment Net profit after tax 3,646 1,722 6,575 Adjusted for: Finance income (220) (273) (155) Finance costs 365 307 167 PRRT (benefit)/expense (91) 898 (313) Income tax expense 814 653 2,912 EBIT 4,514 3,307 9,186 Adjusted for: Property, plant and equipment depreciation and amortisation 4,523 3,956 2,798 Amortisation of licence acquisition costs 8 4 10 Amortisation of intangible assets 21 — Depreciation of lease assets 210 179 140 Depreciation of other plant and equipment ——Impairment losses—1,917—Impairment reversals — (900) EBITDA excluding impairment 9,276 9,363 11,234 Underlying NPAT Net profit after tax attributable to equity holders of the parent 3,573 1,660 6,498 Adjusted for the following exceptional items: Less: Sangomar DTA recognition (342) — Less: Pluto DTA recognition (351) — Add: Reduction in Pluto PRRT (post-tax)—446 Add: Impairment losses (post-tax)—1,533 Less: Trion DTA recognition—(319) Add: Merger transaction costs 419 Less: Derecognition of the Corpus Christi onerous contract provision (245) Less: Impairment reversal (post tax) (630) Add: Orphan Basin exit fee 142 Less: Pluto PRRT DTA recognition (954) Underlying NPAT 2,880 3,320 5,230 2024 ANNUAL REPORT 251
APMs derived from consolidated cash flow statement and other notes 2024 2023 2022 US$m US$m US$m Capital expenditure Capital additions on evaluation 77 163 119 Capital additions on property, plant and equipment 5,003 5,317 3,904 Capital additions on other 226 256 92 Capital expenditure 5,306 5,736 4,115 Exploration expenditure Exploration and evaluation expenditure 337 360 470 Adjusted for: Amortisation expense (8) (4) (10) Prior year expense written off (9) (77) (164) Exploration capitalised 22 88 122 Exploration expenditure 342 367 418 Capital and exploration expenditure 5,648 6,103 4,533 Free cash flow Cash flow from operating activities 5,847 6,145 8,811 Cash flow used in investing activities (5,747) (5,585) (2,265) Free cash flow 100 560 6,546 Liquidity Cash and cash equivalents 3,923 1,740 6,201 Add: Available undrawn facilities 2,800 6,050 4,050 Less: Restricted cash (12) Liquidity 6,723 7,790 10,239 APMs derived from Consolidated Balance Sheet 2024 2023 2022 US$m US$m US$m Net tangible assets per ordinary security Net assets 36,153 35,170 37,127 Adjusted for: Goodwill (3,866) (3,995) (4,614) Non-controlling interest (754) (771) (791) Other intangible assets (960) (187) (55) Net tangible assets 30,573 30,217 31,667 Number of issued and fully paid shares 1,898,749,771 1,898,749,771 1,898,749,771 Net tangible assets per ordinary security 16.10 15.91 16.68 Gearing Interest-bearing liabilities (Current and non-current)1 9,997 4,874 5,138 Lease liabilities (Current and non-current) 1,623 1,615 1,634 Adjusted for: Cash and cash equivalents (3,923) (1,740) (6,201) Add: restricted cash 12 Net debt 7,697 4,749 583 Equity attributable to equity holders of the parent 35,399 34,399 36,336 Total net debt and equity attributable to equity holders of the parent 43,096 39,148 36,919 Gearing (%) 17.9 12.1 1.6 1. The 2023 balance agrees to Note C.2 which includes capitalised costs to be amortised within the next 12 months. 252 WOODSIDE ENERGY GROUP LTD
APMs derived from consolidated income statement and consolidated balance sheet 2024 2023 2022 US$m US$m US$m Return on equity Net profit after tax attributable to equity holders of the parent 3,573 1,660 6,498 Equity attributable to equity holders of the parent 35,399 34,399 36,336 Return on equity (%) 10.1 4.8 17.9 Return on average capital employed Profit before tax and net finance costs 4,514 3,307 9,186 Opening non-current liabilities 15,209 15,586 9,623 Closing non-current liabilities 19,254 15,209 15,586 Average non-current liabilities 17,232 15,398 12,605 Opening equity attributable to equity holders of the parent 34,399 36,336 13,443 Closing equity attributable to equity holders of the parent 35,399 34,399 36,336 Average equity attributable to equity holders of the parent 34,899 35,368 24,890 Total average non-current liabilities and equity attributable to equity 52,131 50,766 37,495 holders of the parent Return on average capital employed (%) 8.7 6.5 24.5 APMs derived from other notes 2024 2023 2022 US$m US$m US$m Revenue from sale of hydrocarbons (excluding marketing segment) 11,756 12,348 14,154 Cash margin (excluding marketing segment) Gross profit 5,266 5,942 8,949 Adjusted for: Other cost of sales 35 7 4 Property, plant and equipment depreciation and amortisation 4,523 3,956 2,798 Other revenue (190) (3) 285 Cash margin (excluding marketing segment) 9,634 9,902 12,036 Cash margin % 82.0 80.2 85.0 Production costs (excluding marketing segment) 1,579 1,562 1,281 Production cost margin % 13.4 12.6 9.1 Other cash costs (excluding marketing segment): Royalties, excise and levies 372 503 596 Insurance 25 60 43 Inventory movement (84) 37 (41) Shipping and direct sales costs (excluding marketing segment) 175 265 206 Trading costs 4 12 14 Other hydrocarbon costs 51 7 19 Total other cash costs 543 884 837 Other cash cost margin % 4.6 7.2 5.9 2024 ANNUAL REPORT 253
6.7 ADDITIONAL INFORMATION • GLOSSARY, UNITS OF MEASURE AND CONVERSION FACTORS Glossary, units of measure and conversion factors Term Definition Term Definition $, $m US dollars unless otherwise stated, millions of dollars CO -e CO equivalent. The universal unit of measurement to 2 indicate 2 the global warming potential of each of the 1P Proved reserves seven greenhouse gases, expressed in terms of the 2C Best estimate of contingent resources global warming potential of one unit of carbon dioxide. It 2P Proved plus probable reserves is used to evaluate releasing (or avoiding releasing) any Abate/ Avoidance, reduction or removal of an amount of carbon greenhouse gas against a common basis abatement dioxide or equivalent COP-16 The 16th meeting of the Conference of the Parties (COP) ADR American Depositary Receipts to the Convention on Biological Diversity (CBD) was held Aspiration Woodside uses this term to describe an aspiration from October 21 to November 1, 2024, in Cali, Colombia2 to seek the achievement of an outcome but where COP-29 The 29th conference of the Parties of the United Nations achievement of the outcome is subject to material Climate Change Conference taking place in Baku, uncertainties and contingencies such that Woodside Azerbaijan from 11 to 22 November 2024 considers there is not yet a suitable defined plan or Condensate Hydrocarbons that are gaseous in a reservoir but that pathway to achieve that outcome condense to form liquids as they rise to the surface ASX Australian Securities Exchange cps Cents per share A$ Australian dollars Decarbonisation Woodside uses this term to describe activities or Biodiversity Biological diversity means the variability among pathways that have the effect of moving towards a state living organisms from all sources including, inter alia, that is lower carbon, as defined in this glossary terrestrial, marine and other aquatic ecosystems and DRP Dividend reinvestment plan the ecological complexes of which they are a part; thus EBIT Calculated as profit before income tax, PRRT and net including species within species finance costs Board The Board of Directors of Woodside Energy Group Ltd EBITDA Calculated as profit before income tax, PRRT, net finance Brent Intercontinental Exchange (ICE) Brent Crude deliverable excluding costs, depreciation and amortisation, impairment losses, futures contract (oil price) impairment impairment reversals Capital and Includes capital expenditure and exploration Emissions Refers to emissions of greenhouse gases unless exploration expenditure otherwise stated expenditure Environmental Environmental incidents involving hydrocarbon and Capital Includes capital additions on property, plant and incident hazardous non hydrocarbon spills of greater than 1 bbl investment equipment and evaluation capitalised released to the environment expenditure EPS Earnings per share Carbon credit A tradable financial instrument that is issued by a Equity Equity emissions reflect the greenhouse gas emissions carbon-crediting program. A carbon credit represents a greenhouse gas from operations according to Woodside’s share of greenhouse gas emission reduction to, or removal from, emissions equity in the operation. Its equity share of an operation the atmosphere equivalent to 1 tCO -e, calculated as the difference in emissions from a baseline 2 scenario to a reflects its economic interest in the operation, which is the extent of rights it has to the risks and rewards project scenario. Carbon credits are uniquely serialised, flowing from the operation. Woodside sets its Scope issued, tracked and retired or administratively cancelled 1 and 2 greenhouse gas emissions reduction targets by means of an electronic registry operated by an on an equity basis. This ensures that the scope of its administrative body, such as a carbon-crediting program emissions reduction targets is aligned with its economic Carbon Carbon sequestration refers to the storage of carbon interest in its investments sequestration dioxide (CO ) after it is captured from industrial facilities and 2 power plants or removed directly from the Exploration Includes exploration and evaluation expenditure less expenditure amortisation of licence acquisition costs and prior year atmosphere1 exploration expense written off Cash margin Gross profit/loss adjusted for other cost of sales, FEED Front-end engineering design trading costs, property, plant and equipment depreciation and amortisation and other revenue. First Nations First Nations people are the Indigenous people, or earliest Excludes the marketing segment. Cash margin % is and Indigenous known inhabitants, of a country. A First Nations person calculated as cash margin divided by revenue from sale Peoples is a person of Indigenous decent, who identifies as a of hydrocarbons (excluding marketing segment) First Nations person and is accepted by their respective community. NOTE: We acknowledge the diversity of the CCS Carbon capture and storage First Nations communities in the areas where we are CCU Carbon capture and utilisation present. When communicating with a wide audience, Woodside uses the term Indigenous and First Nations CCUS Carbon capture utilisation and storge CO Carbon dioxide interchangeably. On a local level, Woodside will be guided 2 by the community as to the appropriate terms of reference 1. DOE Explains...Carbon Sequestration | Department of Energy. https://www.energy.gov/science/doe-explainscarbon-sequestration 2. UN CBD COP16 | United Nations Development Programme. https://www.undp.org/events/UN-CBD-COP16 254 WOODSIDE ENERGY GROUP LTD
Term Definition Term Definition FID Final investment decision Loss of primary An unplanned or uncontrolled release of any material Flaring The controlled burning of gas found in oil and gas containment from primary containment, including non-toxic and reservoirs (LOPC) non-flammable materials (e.g. steam, hot condensate, nitrogen, compressed CO_ or compressed air) FPIC Free, Prior and Informed Consent. For further information, please see Woodside’s First Nations Lower-carbon Woodside uses this term to describe the characteristic Communities Policy of having lower levels of associated potential GHG emissions when compared to historical and/or current FPSO Floating production storage and offloading conventions or analogues, for example relating to FPU Floating production unit an otherwise similar resource, process, production Free cash flow Cash flow from operating activities and cash flow from facility, product or service, or activity. When applied to investing activities Woodside’s strategy, please see the definition of lower carbon portfolio Frequency Frequency rates are calculated per million works hours Lower-carbon Lower carbon ammonia is characterised here by the use Rates ammonia of hydrogen with emissions abated by carbon, capture, Gearing Net debt divided by the total of net debt and equity and storage (CCS), with an expected ammonia lifecycle attributable to equity holders of the parent (Scope 1, 2 and 3) carbon emissions intensity of 0.8 GHG or The seven greenhouse gases listed in the Kyoto tCO2/tNH3 (based on contracted intensity threshold with greenhouse gas Protocol, which are: carbon dioxide (CO ); methane Linde) relative to unabated ammonia with a lifecycle (CH ); nitrous oxide (N O); hydrofluorocarbons 2 (HFCs); 4 2 (Scope 1, 2 and 3) carbon emissions intensity of 2.3 nitrogen trifluoride (NF ); perfluorocarbons (PFCs); and tCO /tNH3 (Hydrogen Europe, 2023) sulphur hexafluoride (SF 3 ) 2 6 Lower-carbon A lower-carbon economy is an economy that produces Goal Woodside uses this term to broadly encompass its economy lower levels of greenhouse gas emissions relative to targets and aspirations today’s economy Gross margin Gross profit divided by operating revenue. Gross profit Lower-carbon For Woodside, a lower-carbon portfolio is one from which excludes income tax, PRRT, net finance costs, other portfolio the net equity Scope 1 and 2 greenhouse gas emissions, income and other expenses which includes the use of offsets, are being reduced Gulf of Mexico1 Refers to the US Continental Shelf area bounded on towards targets, and into which new energy products the northeast, north, and northwest by the States of and lower carbon services are planned to be introduced Texas, Louisiana, Mississippi, Alabama and Florida as a complement to existing and new investments in oil and extending to the seaward boundary with Mexico and gas. Our Climate Policy sets out the principles that and Cuba we believe will assist us achieve this aim GWF Greater Western Flank Lower-carbon Woodside uses this term to describe technologies, such services as CCUS or offsets, that may be capable of reducing the H1, H2 Halves of the calendar year (H1 is 1 January to 30 June net greenhouse gas emissions of our customers and H2 is 1 July to 31 December) LSE London Stock Exchange Hierarchy of The hierarchy of controls is a method of identifying and controls ranking safeguards to protect workers from hazards. Major Unplanned or undesired event resulting in a moderate, They are arranged from the most to least effective and environmental medium-term impact on ecosystems, species, habitat or include elimination (physically removing the hazard), incidents physical or biological attributes substitution (replacing the hazard), engineering controls Net debt Interest-bearing liabilities and lease liabilities less cash (isolating people from the hazard), and administrative and cash equivalents HSE Health, safety and environment Net equity Woodside’s equity share of net greenhouse gas IFRS International Financial Reporting Standards greenhouse gas emissions emissions Incident Is one, or more, of the following: an unplanned release of energy that actually resulted in injury, occupational Net greenhouse Woodside has set its Scope 1 and 2 greenhouse gas illness, environmental harm or damage to assets; a gas emissions emissions reduction targets on a net basis, allowing for near miss, damage or potential damage to company both direct emissions reductions from its operations reputation, breach of regulatory compliance and/or and emissions reduction achieved from the utilisation legislation, security breach (including cybersecurity of carbon credits as offsets (including credits relating breach to avoidance, reduction and / or removal activities). Net greenhouse gas emissions are equal to an entity’s gross IRR Internal rate of return JCC The Japan Customs-cleared Crude is the average price greenhouse gas emissions reduced by the number of of customs-cleared crude oil imports into Japan as retired carbon credits Net profit Net profit after tax excluding non-controlling interests reported in customs statistics (also known as ‘Japanese attributable to from the Group’s operations Crude Cocktail’) and is used as a reference price for equity holders long-term supply LNG contracts JV Joint venture of the parent KGP Karratha Gas Plant Net tangible The Group’s net assets less goodwill, non-controlling assets interest and intangible assets Liquidity Total cash and cash equivalents and available undrawn Net tangible Net tangible assets divided by the number of issued and debt facilities assets per fully paid shares LNG Liquefied natural gas ordinary security 1. On 20 January 2025, President Trump issued an Executive Order renaming the area known as the “Gulf of Mexico” as the “Gulf of America”. The US Interior Department formally announced the change on 24 January 2025 and US federal agencies are currently in the process of implementing the change. In this 2024 Annual Report, Woodside uses the term “Gulf of Mexico” to refer to the area in which its Shenzi, Mad Dog and Atlantis projects are located, as that term was in effect during the period covered by this report. Woodside will adopt the naming conventions required by applicable laws and regulations in relation to US waters. 2024 ANNUAL REPORT 255
Term Definition Term Definition Net zero Net zero emissions are achieved when anthropogenic Residual levels Residual levels of emissions denote the goal of reducing emissions of greenhouse gases to the atmosphere are of emissions emissions as much as possible, taking into account both balanced by anthropogenic removals over a specified technological capabilities and commercial feasibility, period. Where multiple greenhouse gases are involved, towards a level that approaches but does not reach zero the quantification of net zero emissions depends on the Retired, When used in the Sustainability Report or new energy climate metric chosen to compare emissions of different Retirement opportunities section, the transfer of a carbon credit to a gases (such as global warming potential, global registry account that permanently removes the carbon temperature change potential, and others, as well as the credit from circulation. The term retirement applies chosen time horizon) to the use of the carbon credit by an entity to meet New energy Woodside uses this term to describe energy voluntary commitments or compliance obligations technologies, such as hydrogen and ammonia, that Revenue Revenue from the sale of hydrocarbons, processing and are emerging in scale but which are expected to grow from ordinary services revenue and shipping and other revenue during the energy transition due to having lower activities greenhouse gas emissions at the point of use than RFSU Ready for startup conventional fossil fuels NGLs Natural gas liquids RSSD Rufisque Offshore, Sangomar Offshore and Sangomar Deep Offshore NPAT Net profit after tax Scope 1 GHG Direct GHG emissions. These occur from sources that NWS North West Shelf emissions are owned or controlled by the company, for example, emissions from combustion in owned or controlled NYSE New York Stock Exchange boilers, furnaces, vehicles, etc., emissions from chemical Offsets The compensation for an entity’s greenhouse gas production in owned or controlled process equipment. emissions within its scope by achieving an equivalent Woodside estimates greenhouse gas emissions, energy amount of emission reductions or removals outside the values and global warming potentials are estimated boundary or value chain of that entity in accordance with the relevant reporting regulations Offtake Offtake refers to the agreement between a seller and in the jurisdiction where the emissions occur (e.g. a buyer for the purchase and delivery of a product, Australian national Greenhouse and Energy Reporting typically a commodity or energy resource (nGER), US EPA Greenhouse Gas Reporting Program (GHGRP)). Australian regulatory reporting principles Operator, Oil and gas joint venture participants will typically have been used for emissions in jurisdictions where Operated and appoint one company as the operator, which will hold regulations do not yet exist Non-Operated the contractual authority to manage joint venture Scope 2 GHG Electricity indirect GHG emissions. Scope 2 accounts activities on behalf of the joint venture participants. emissions for GHG emissions from the generation of purchased Where Woodside is the operator of a joint venture in electricity consumed by the company. Purchased which it holds an equity share, this report refers to electricity is defined as electricity that is purchased or that joint venture as being operated. Where another otherwise brought into the organisational boundary company is the operator of a joint venture in which of the company. Scope 2 emissions physically occur Woodside holds an equity share, this report refers to at the facility where electricity is generated. Woodside that joint venture as being non-operated estimates greenhouse gas emissions, energy values and Other cash cost Other cash costs include royalties, excise and levies, global warming potentials are estimated in accordance margin insurance, inventory movement, shipping and direct with the relevant reporting regulations in the sales costs and other hydrocarbon costs. Excludes jurisdiction where the emissions occur (e.g. Australian the marketing segment. Other cash cost margin % is national Greenhouse and Energy Reporting (nGER), US calculated as other cash costs divided by revenue from EPA Greenhouse Gas Reporting Program (GHGRP)). sale of hydrocarbons (excluding marketing segment) Australian regulatory reporting principles have been Paris aligned Consistent with limiting global warming to below 2°C used for emissions in jurisdictions where regulations do scenarios above pre-industrial levels and pursuing efforts to limit not yet exist warming to 1.5°C1 Scope 3 GHG Other indirect GHG emissions. Scope 3 is a reporting Potential risks When used in the Sustainability Report, this is an emissions category that allows for the treatment of all environmental, social or governance related risk, that if other indirect emissions. Scope 3 emissions are a it occurs over the next 12 months, could cause an actual consequence of the activities of the company but occur or a perceived negative impact on the business or on from sources not owned or controlled by the company. our activities Some examples of Scope 3 activities are extraction and Production Production cost margin % is calculated as production production of purchased materials; transportation of cost margin costs divided by revenue from sale of hydrocarbons. purchased fuels; and use of sold products and services. Excludes the marketing segment Please refer to the Climate datatable on our website for further information on the Scope 3 emissions categories PRRT Petroleum resources rent tax reported by Woodside PSC Production sharing contract PSE Process safety event Renewables Include modern bioenergy, geothermal, hydropower, solar photovoltaics, concentrating solar power, wind, marine (tide and wave) energy, and renewable waste2 1. IFRS Foundation, 2021. “Climate Related Disclosures Prototype”, Appendix A. https://www.ifrs.org/content/dam/ifrs/groups/trwg/trwg-climate-related-disclosures-prototype.pdf The IFRS published a further consultation document subsequent to the 2021 prototype. As it did not contain an updated definition of Paris-Aligned scenarios Woodside has retained use of the previous edition 2. World Energy Outlook 2024. https://iea.blob.core.windows.net/assets/140a0470-5b90-4922-a0e9-838b3ac6918c/WorldEnergyOutlook2024.pdf 256 WOODSIDE ENERGY GROUP LTD
Term Definition CONVERSION FACTORS Short-, Medium- When used in the Sustainability Report, this report Product Unit Conversion factor and long-term refers to ranges of time as follows: short-term means from now until 2025; medium-term means 2026-2035; Natural gas 5,700 scf 1 boe long-term means 2036 and beyond. Woodside also refers to “near-term” and “medium-term” in the specific Condensate 1 bbl 1 boe context of its net equity Scope 1 and 2 greenhouse gas Oil 1 bbl 1 boe emissions reduction targets. In this context, near-term Natural gas liquids 1 bbl 1 boe refers to the 2025 as a point in time, and medium term refers to 2030 as a point in time, being the years to which the targets relate Starting base Woodside uses a starting base of 6.32 Mt CO -e which is Facility Unit Conversion factor representative of the gross annual average equity 2 Scope 1 and 2 greenhouse gas emissions over 2016-2020 and Karratha Gas Plant 1 tonne 8.08 boe Pluto Gas Plant 1 tonne 8.34 boe which may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with a final Wheatstone 1 tonne 8.27 boe investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets The LNG conversion factor from tonne to boe is specific to volumes Sustainability References to sustainability (including sustainable and produced at each facility and is based on gas composition that may (including sustainably) are used with reference to Woodside’s change over time. sustainable and Sustainability Committee and sustainability-related sustainably) Board policies, as well as in the context of Woodside’s UNITS OF MEASURE aim to ensure its business is sustainable from a long-term perspective, considering a range of factors including economic (including being able to sustain Term Definition our business in the long-term by being low-cost and bbl barrels profitable), environmental (including considering our bbl/d barrels per day environmental impact and striving for a lower-carbon portfolio), social (including supporting our licence to bcf billion cubic feet of gas operate), and regulatory (including ongoing compliance boe barrel of oil equivalent with relevant legal obligations). Use of the terms CO -e carbon dioxide equivalent ‘sustainability’, ‘sustainable’ and ‘sustainably’ is not 2 intended to imply that Woodside will have no adverse GJ gigajoules impact on the economy, environment, or society, or ha hectare that Woodside will achieve any particular economic, kt kilo tonnes environmental, or social outcomes Mbbl thousand barrels Target Woodside uses this term to describe an intention to seek the achievement of an outcome, where Woodside Mbbl/d thousand barrels per day considers that it has developed a suitably defined plan Mboe thousand barrels of oil equivalent or pathway to achieve that outcome Mboe/d thousand barrels of oil equivalent per day TCFD Taskforce on Climate-related Financial Disclosures. For Mcf thousand cubic feet of gas more information see www.fsb-tcfd.org/about MMbbl million barrels Tier 1 PSE A typical Tier 1 process safety event is loss of MMboe million barrels of oil equivalent containment of hydrocarbons greater than 500 kg (in any one-hour period) MMBtu million British thermal units Tier 2 PSE A typical Tier 2 process safety event is loss of MMscf million standard cubic feet of gas containment of hydrocarbons greater than 50 kg but MMscf/d million standard cubic feet of gas per day less than 500 kg (in any one-hour period) Total recordable The number of recordable injuries (fatalities, lost Mt million tonnes Mtpa million tonnes per annum injury rate workday cases, restricted work day cases and medical MW megawatt (TRIR) treatment cases) per million work hours Underlying Net profit after tax from the Group’s operations PJ petajoules NPAT excluding any exceptional items scf standard cubic feet of gas Unit production Production costs ($ million) divided by production TJ terajoules costs volume (MMboe) tpd tonnes per day US, USA United States of America USD US dollars WA Western Australia 2024 ANNUAL REPORT 257
6.8 ADDITIONAL INFORMATION • INFORMATION ABOUT THIS REPORT Information about this report UNREASONABLE PREJUDICE Important factors that could cause actual results to differ materially from those in the forward-looking statements and assumptions on As permitted by sections 299(3) and 299A(3) of the Corporations Act which they are based include, but are not limited to, fluctuations in 2001, we have omitted certain information from our operating and commodity prices, actual demand for Woodside products, currency financial review and Directors’ report in relation to our business fluctuations, geotechnical factors, drilling and production results, strategy, future prospects and likely developments in our operations gas commercialisation, development progress, operating results, and the expected results of those operations in future financial engineering estimates, reserve and resource estimates, loss of years. We have done this on the basis that such information, if market, industry competition, sustainability and environmental disclosed, would be likely to result in unreasonable prejudice to risks, climate related transition and physical risks, safety and Woodside (for example, because the information is premature, personnel risks, changes in accounting standards, economic and commercially sensitive, confidential or could give a third party a financial markets conditions in various countries and regions the commercial advantage). The omitted information relates to our actions of third parties, project delay or advancement, regulatory internal budgets, forecasts and estimates, details of our business approvals, political risks and the impact of armed conflict and strategy, and LNG contractual pricing. political instability (such as the ongoing conflict in Ukraine) FORWARD-LOOKING STATEMENTS on economic activity and oil and gas supply and demand, cost This report contains forward-looking statements with respect to estimates, legislative, fiscal and regulatory developments and Woodside’s business and operations, market conditions, results of the effect of future regulatory or legislative actions on Woodside operations and financial condition, including, for example, but not or the industries in which it operates, including potential limited to, outcomes of transactions, statements regarding long- changes to tax laws, the impact of general economic conditions, term demand for Woodside’s products, development, completion inflationary conditions, prevailing exchange rates and interest and execution of Woodside’s projects, expectations regarding rates and conditions in financial markets, and risks associated future capital expenditures, the payment of future dividends and with acquisitions, mergers and joint ventures, including difficulties the amount thereof, future results of projects, operating activities integrating or separating businesses, uncertainty associated with and new energy products, expectations and plans for renewables financial projections, restructuring, increased costs and adverse production capacity and investments in, and development of, tax consequences, and uncertainties and liabilities associated with renewables projects, expectations and guidance with respect acquired and divested properties and businesses. to production, capital and exploration expenditure and gas A more detailed summary of the key risks relating to Woodside hub exposure, and expectations regarding the achievement of and its business can be found in section 3.9—Risk factors. You Woodside’s net equity Scope 1 and 2 greenhouse gas emissions should review and have regard to these risks when considering reduction and new energy investment targets and other climate and the information contained in this report. If any of the assumptions sustainability goals. on which a forward-looking statement is based were to change or All statements, other than statements of historical or present be found to be incorrect, this would likely cause outcomes to differ facts, are forward-looking statements and generally may be from the statements made in this report. identified by the use of forward-looking words such as “guidance”, Investors are strongly cautioned not to place undue reliance on any “foresee”, “likely”, “potential”, “anticipate”, “believe”, “aim”, “aspire”, forward-looking statements. Actual results or performance may “estimate”, “expect”, “intend”, “may”, “target”, “plan”, “strategy”, vary materially from those expressed in, or implied by, any forward-“forecast”, “outlook”, “project”, “schedule”, “will”, “should”, “seek” looking statements. None of Woodside nor any of its related bodies and other similar words or expressions. Similarly, statements that corporate, nor any of their respective officers, directors, employees, describe the objectives, plans, goals or expectations of Woodside advisers or representatives, nor any person named in this report are forward-looking statements. Forward-looking statements in or involved in the preparation of the information in this report, this report are not guidance, forecasts, guarantees or predictions makes any representation, assurance, guarantee or warranty (either of future events or performance, but are in the nature of future express or implied) as to the accuracy or likelihood of fulfilment of expectations that are based on management’s current expectations any forward-looking statement, or any outcomes, events or results and assumptions. expressed or implied in any forward-looking statement in this Those statements and any assumptions on which they are based report. are subject to change without notice and are subject to inherent All forward-looking statements contained in this report reflect known and unknown risks, uncertainties, contingencies and other Woodside’s views held as at the date of this report and, except as factors, many of which are beyond the control of Woodside, its required by applicable law, neither Woodside, its related bodies related bodies corporate and their respective officers, directors, corporate, nor any of their respective officers, directors, employees, employees, advisers or representatives. advisers or representatives nor any person named in this report or involved in the preparation of the information in this report 258 WOODSIDE ENERGY GROUP LTD
intends to, undertakes to, or assumes any obligation to, provide any INDUSTRY AND MARKET DATA additional information or update or revise any of these statements This report contains industry, market and competitive position after the date of this report, either to make them conform to actual data based on industry publications and studies conducted by third results or as a result of new information, future events or results, parties, as well as Woodside’s internal estimates and research. changes in Woodside’s expectations or otherwise. These industry publications and third-party studies generally state Past performance (including historical financial and operational that the information they contain has been obtained from sources information) is given for illustrative purposes only. It should not believed to be reliable, although they do not guarantee the accuracy be relied on as, and is not necessarily, a reliable indicator of future or completeness of such information. While Woodside believes performance, including future security prices. that each of these publications and third-party studies is reliable and has been prepared by a reputable source, Woodside has not CLIMATE STRATEGY AND EMISSIONS DATA independently verified the market and industry data obtained from these third-party sources and cannot guarantee the accuracy or All greenhouse gas emissions data in this report are estimates, completeness of such data. Accordingly, undue reliance should not due to the inherent uncertainty and limitations in measuring or be placed on any of the industry, market and competitive position quantifying greenhouse gas emissions, and our methodologies for data contained in this report. measuring or quantifying greenhouse gas emissions may evolve as best practices continue to develop and data quality and quantity Forecasts and other forward-looking information obtained continue to improve. from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained Woodside ‘greenhouse gas’ or ‘emissions’ information reported are in this report and may differ among third-party sources. These net equity Scope 1 GHG emissions, Scope 2 GHG emissions, and/or forecasts and forward-looking information are subject to uncertainty Scope 3 GHG emissions, as the context requires. and risk due to a variety of factors, including those described in Actual performance against Woodside’s targets (including items section 3.9—Risk factors, section 6.8 – Information about this report that are described as a target) and aspirations or goals may be and in this section. These and other factors could cause results to affected by various risks associated with the Woodside business, the differ materially from those expressed in Woodside’s forecasts or uncertainty as to how the global energy transition to a lower carbon estimates or those of independent third parties. While Woodside economy will evolve, and physical risks associated with climate believes its internal research is reliable and its selection of industry change, many of which are beyond Woodside’s control. publications and third-party studies and the description of its market and industry are appropriate, neither such research nor The glossary and footnotes to this report provide further these descriptions have been verified by any independent source. clarification of “lower-carbon” where applicable. Woodside uses the term “lower-carbon services” to describe technologies, such as CCUS or offsets, that may be capable of reducing the net BASIS OF PRESENTATION greenhouse gas emissions of our customers. Woodside’s financial statements are prepared in accordance with the Australian Accounting Standards and other authoritative Additionally, the developments of environmental and climate pronouncements of the Australian Accounting Standards Board change-related issues discussed in this report are based on (AASB) and comply with the International Financial Reporting various frameworks and the interests of various stakeholders Standards (IFRS) as issued by the International Accounting that are subject to evolve independently of our will. Moreover, our Standards Board (IASB). disclosures on such issues, including climate-related disclosures, may include information that is not necessarily “material” under OTHER IMPORTANT INFORMATION US securities laws for SEC reporting purposes or under applicable securities law. In this report, references to a year are to the calendar and financial year ended 31 December 2024 unless otherwise stated. All Scope 3 targets are subject to commercial arrangements, references to dollars, cents of $ in this report are references to US commercial feasibility, regulatory and joint venture approvals, and currency and are stated in Woodside share, unless otherwise stated. third party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Unless otherwise stated, all Woodside results set out in this Annual Such targets are not guidance. Scope 3 targets potentially include Report 2024 include the performance of the interests acquired as part both organic and inorganic investment. of the merger with BHP’s petroleum business from 1 June 2022. For more information on Woodside’s climate strategy, including references to “lower-carbon” as part of that strategy, and emissions data, refer to the Sustainability section at woodside.com. 2024 ANNUAL REPORT 259
Intentionally omitted 260 WOODSIDE ENERGY GROUP LTD
Head Office Woodside Energy Group Ltd Mia Yellagonga 11 Mount Street Perth WA 6000 Postal Address GPO Box D188 Perth WA 6840 Australia Woodside Energy Group Ltd T +61 8 9348 4000 ABN 55 004 898 962 E companyinfo@woodside.com woodside.com
Exhibit 17.1
Guarantors and Issuers of Guaranteed Securities
Each of the following securities issued by Woodside Finance Limited, a wholly owned subsidiary of Woodside Energy Group Ltd, is fully and unconditionally guaranteed by Woodside Energy Group Ltd:
US$1,250,000,000 5.100% Senior Notes due 2034
US$750,000,000 5.700% Senior Notes due 2054
Exhibit 97.1
Mandatory Clawback Policy
OBJECTIVES
Woodside Energy Group Ltd (“Company”) has adopted this policy (“Policy”) to provide for the recovery or clawback of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and will be interpreted to be consistent with, the requirements of Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual.
Certain terms used in this Policy are defined in the Definitions section below.
The Company must recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (“Restatement”).
The Company must recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent provided under the Exceptions section below.
SCOPE OF POLICY
Covered Persons and Recovery Period
This Policy applies to Incentive-Based Compensation received by a person:
| • | after beginning service as an Executive Officer, |
| • | who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation, |
| • | while the Company has a class of securities listed on a national securities exchange in the United States, and |
| • | during the three completed fiscal years immediately preceding the date that the Company is required to prepare a Restatement (“Recovery Period”). |
Notwithstanding this look-back requirement, the Company is required to apply this Policy only to Incentive-Based Compensation received on or after 2 October 2023.
For purposes of this Policy, Incentive-Based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Covered persons subject to the Policy will be assessed on a periodic basis and/or as reasonably necessary. Covered persons will be notified following each assessment.
Transition Period
In addition to the Recovery Period, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following the Recovery Period (“Transition Period”), provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
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Determining Recovery Period
For purposes of determining the relevant Recovery Period, the date that the Company is required to prepare the Restatement is the earlier to occur of:
| • | the date the board of directors of the Company (“Board”), a committee of the Board, or the officer or officers of the Company authorised to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, and |
| • | the date a court, regulator, or other legally authorised body directs the Company to prepare a Restatement. |
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based Compensation under this Policy is not dependent on if or when a Restatement is filed.
Method of Recovery
The Human Resources & Compensation Committee of the Board (“Committee”) will have discretion in determining how to accomplish recovery of erroneously awarded Incentive-Based Compensation under this Policy, recognising that different means of recovery may be appropriate in different circumstances.
AMOUNT SUBJECT TO RECOVERY
Recoverable Amount
The amount of Incentive-Based Compensation subject to recovery under this Policy is the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid.
Covered Compensation Based on Stock Price or Total Shareholder Return
For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount must be determined by the Committee based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received. In such event, the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.
EXCEPTIONS
The Company must recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent that the conditions set out below are met and the committee of independent directors responsible for executive compensation decisions has made a determination that recovery would be impracticable:
| A. | Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE. |
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| B. | Violation of Home Country Law. Recovery would violate the laws of the Commonwealth of Australia where that law was adopted prior to 28 November 2022; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on violation of the laws of the Commonwealth of Australia, the Company must obtain an opinion of Australian counsel, acceptable to the NYSE, that recovery would result in such a violation, and must provide such opinion to the NYSE. |
| C. | Recovery from Certain Tax-Qualified Retirement Plans. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
PROHIBITION AGAINST INDEMNIFICATION
Notwithstanding the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy, the Company must not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered individual to fund amounts recoverable under this Policy.
DISCLOSURE
The Company must file all disclosures with respect to this Policy and recoveries under this Policy in accordance with the requirements of the U.S. federal securities laws, including the disclosure required by the applicable U.S. Securities and Exchange Commission (“SEC”) filings.
DEFINITIONS
Unless the context otherwise requires, the following definitions apply for the purpose of this Policy.
Executive Officer means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company. Executive officers of the Company’s subsidiaries, as applicable, are deemed Executive Officers of the Company if they perform such policy making functions for the Company. Policy-making function is not intended to include policymaking functions that are not significant. Identification of an Executive Officer for purposes of this Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
Financial Reporting Measures means any of the following: (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
Incentive-Based Compensation means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
ADMINISTRATION, AMENDMENT AND TERMINATION
All determinations under this Policy will be made by the Committee or as otherwise specified herein, including determinations regarding how any recovery under this Policy is effected. Any determinations of the Committee will be final, binding and conclusive and need not be uniform with respect to each individual covered by this Policy.
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The Committee may amend this Policy from time to time and may terminate this Policy at any time, in each case in its sole discretion.
EFFECTIVENESS AND OTHER RECOUPMENT RIGHTS
This Policy is effective as of 1 December 2023. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement.
Reviewed by the Woodside Energy Group Ltd Board in December 2024.
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