UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-41404
Woodside Energy Group Ltd
(ABN 55 004 898 962)
(Registrant’s name)
Woodside Energy Group Ltd
Mia Yellagonga, 11 Mount Street
Perth, Western Australia 6000
Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☑ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 12, 2025
| WOODSIDE ENERGY GROUP LTD | ||
| By: | /s/ Damien Gare | |
| Damien Gare | ||
| Corporate Secretary | ||
Exhibit 99.1
| Announcement
Wednesday, 12 March 2025 |
Woodside Energy Group Ltd ACN 004 898 962 Mia Yellagonga 11 Mount Street Perth WA 6000 Australia T +61 8 9348 4000 www.woodside.com
ASX: WDS NYSE: WDS |
APPENDIX 3Y (CHANGE OF DIRECTOR’S INTEREST NOTICE)
In accordance with the Listing Rules, please see attached announcement relating to the above, for release to the market.
| Contacts:
|
||||
| INVESTORS
Marcela Louzada M: +61 456 994 243 E: investor@woodside.com |
MEDIA
Christine Forster M: +61 484 112 469 E: christine.forster@woodside.com |
This announcement was approved and authorised for release by Woodside’s Disclosure Committee.
Page 1
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Woodside Energy Group Ltd | |||
| ABN | 55 004 898 962 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Marguerite (Meg) Eileen O’Neill | |||
| Date of last notice | 6 March 2025 |
Part 1 – Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Rights: Direct Restricted Shares: Indirect |
|||
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Ordinary fully paid shares (Restricted Shares) allocated under the Executive Incentive Scheme (EIS) and held by CPU Share Plans Pty Limited as trustee. | |||
| Date of change | 6 March 2025 | |||
| No. of securities held prior to change | Direct: 182,936 ordinary shares 220,893 Rights under the EIS*
Indirect: 337,044 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS
*Note: This opening balance has been amended to correct a previous error. See page 143 of the 2024 Remuneration Report for details of the Rights. |
|||
| Class | Ordinary | |||
| Number acquired | Nil | |||
| Number disposed | 16,391 Rights under the EIS lapsed |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Not applicable. | |||
| No. of securities held after change | Direct: 182,936 ordinary shares 204,502 Rights under the EIS
Indirect: 337,044 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS |
|||
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
16,391Rights under the EIS lapsed following testing of the performance conditions.
The key terms of the Rights, including the vesting conditions, are set out in the 2024 Remuneration Report, which appears on pages 118 to 144 of the Annual Report 2024. |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract |
N/A | |||
| Nature of interest |
N/A | |||
| Name of registered holder (if issued securities) |
N/A | |||
| Date of change |
N/A | |||
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A | |||
| Interest acquired |
N/A | |||
| Interest disposed |
N/A | |||
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A | |||
| Interest after change |
N/A |
+ See chapter 19 for defined terms.
| Appendix 3Y Page 2 | 01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
Part 3 – +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No | |||
| If so, was prior written clearance provided to allow the trade to proceed during this period? | N/A | |||
| If prior written clearance was provided, on what date was this provided? | N/A |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
Exhibit 99.2
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Announcement Summary
Entity name
WOODSIDE ENERGY GROUP LTD
Date of this announcement
Wednesday March 12, 2025
The +securities the subject of this notification are:
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
Total number of +securities to be issued/transferred
| ASX +security code |
Security description | |
Total number of +securities to be issued/transferred |
|
Issue date |
|||
| WDSAL |
RIGHTS |
98,393 | 05/03/2025 |
|||||
Refer to next page for full details of the announcement
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 1 / 9 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 1 - Entity and announcement details
1.1 Name of entity
WOODSIDE ENERGY GROUP LTD
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
| 1.2 Registered number type | Registration number | |
| ABN |
55004898962 | |
1.3 ASX issuer code
WDS
1.4 The announcement is
New announcement
1.5 Date of this announcement
12/3/2025
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 2 / 9 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 2 - Issue details
2.1 The +securities the subject of this notification are:
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:
has an existing ASX security code (“existing class”)
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 3 / 9 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
5/3/2025
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class
Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
| Name of KMP | Name of registered holder | Number of +securities | ||||||
| Graham Tiver |
Same |
26,779 |
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
|
|
This notification relates to the award of Rights under the Executive Incentive Scheme, each being an entitlement to receive one fully paid ordinary share in Woodside (ASX:WDS) at the end of a vesting period, subject to meeting vesting conditions. No amount is payable on the vesting of the Rights. |
|
| Further information regarding the terms of the Executive Incentive Scheme can be found in Woodside’s most recent Annual Report: https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2024-annual-report/annual-report-2024.pdf?sfvrsn=b48b241c_3 . |
||
| See in particular the Remuneration Report on pages 118-144 and Note E.2 (c) in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
|
|
||
Issue details
Number of +securities
26,779
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
5/3/2025
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 4 / 9 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class
Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
| Name of KMP | Name of registered holder | Number of +securities | ||||||
| Elizabeth (Liz) Westcott |
Same |
26,034 |
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
|
|
This notification relates to the award of Rights under the Executive Incentive Scheme, each being an entitlement to receive one fully paid ordinary share in Woodside (ASX:WDS) at the end of a vesting period, subject to meeting vesting conditions. No amount is payable on the vesting of the Rights. Further information regarding the terms of the Executive Incentive Scheme can be found in Woodside’s most recent Annual Report: https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2024-annual-report/annual-report-2024.pdf?sfvrsn=b48b241c_3 . See in particular the Remuneration Report on pages 118-144 and Note E.2 (c) in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
|
|
Issue details
Number of +securities
26,034
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
5/3/2025
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class
Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
| Name of KMP | Name of registered holder | Number of +securities | ||||||
| Daniel Kalms |
Same |
23,419 |
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 5 / 9 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
|
|
This notification relates to the award of Rights under the Executive Incentive Scheme, each being an entitlement to receive one fully paid ordinary share in Woodside (ASX:WDS) at the end of a vesting period, subject to meeting vesting conditions. No amount is payable on the vesting of the Rights. |
|
| Further information regarding the terms of the Executive Incentive Scheme can be found in Woodside’s most recent Annual Report: https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2024-annual-report/annual-report-2024.pdf?sfvrsn=b48b241c_3 . See in particular the Remuneration Report on pages 118-144 and Note E.2 (c) in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
Issue details
Number of +securities
23,419
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
5/3/2025
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class
Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
| Name of KMP | Name of registered holder | Number of +securities | ||||||
| Mark Abbotsford |
Same |
22,161 |
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
|
|
This notification relates to the award of Rights under the Executive Incentive Scheme, each being an entitlement to receive one fully paid ordinary share in Woodside (ASX:WDS) at the end of a vesting period, subject to meeting vesting conditions. No amount is payable on the vesting of the Rights. |
|
| Further information regarding the terms of the Executive Incentive Scheme can be found in Woodside’s most recent Annual Report: https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2024-annual-report/annual-report-2024.pdf?sfvrsn=b48b241c_3 . See in particular the Remuneration Report on pages 118-144 and Note E.2 (c) in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
|
|
||
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 6 / 9 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Issue details
Number of +securities
22,161
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 7 / 9 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity’s current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)
| ASX +security code and description | Total number of +securities on issue |
|||
| WDS : ORDINARY FULLY PAID |
1,898,749,771 | |||
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
| ASX +security code and description | Total number of +securities on issue |
|||
| WDSAL : RIGHTS |
5,464,170 | |||
| WDSAE : WEP EQUITY RIGHTS |
6,606,740 | |||
| WDSAB : PERFORMANCE RIGHTS |
1,402,629 | |||
| WDSAF : SWEP EQUITY RIGHTS |
425,685 | |||
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 8 / 9 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 5 - Other Listing Rule requirements
5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1?
No
5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1?
No
5.2b Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?
Yes
5.2b.1 How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?
98,393
5.2c Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?
No
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 9 / 9 |
Exhibit 99.3
Appendix 3H - Notification of cessation of securities
Announcement Summary
Entity name
WOODSIDE ENERGY GROUP LTD
Announcement Type
New announcement
Date of this announcement
Wednesday March 12, 2025
Details of +securities that have ceased
| ASX +security code |
Security description | Number of +securities that have ceased |
The +securities have ceased due to |
Date of cessation |
||||
| WDSAB |
PERFORMANCE RIGHTS | 28,700 | Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied | 06/03/2025 | ||||
Refer to next page for full details of the announcement
| Appendix 3H - Notification of cessation of securities | 1 / 4 |
Appendix 3H - Notification of cessation of securities
Part 1 - Announcement Details
1.1 Name of +Entity
WOODSIDE ENERGY GROUP LTD
We (the entity named above) provide the following information about our issued capital.
| 1.2 Registered Number Type | Registration Number | |
| ABN |
55004898962 | |
| 1.3 ASX issuer code | ||
| WDS |
||
1.4 The announcement is
New announcement
1.5 Date of this announcement
12/3/2025
| Appendix 3H - Notification of cessation of securities | 2 / 4 |
Appendix 3H - Notification of cessation of securities
Part 2 - Details of +equity securities or +debt securities that have ceased
ASX +Security Code and Description
WDSAB : PERFORMANCE RIGHTS
Unquoted +equity securities that have ceased
Number of securities that have ceased
28,700
Reason for cessation
Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied
| Date of cessation | Is the entity paying any consideration for the cessation? | |
|
6/3/2025 |
No |
Any other information the entity wishes to notify to ASX about the cessation?
| Appendix 3H - Notification of cessation of securities | 3 / 4 |
Appendix 3H - Notification of cessation of securities
Part 3 - Issued capital following changes
Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:
The figures in parts 3.1 and 3.2 below are automatically generated and may not reflect the entity’s current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX)
| ASX +security code and description | Total number of +securities on issue |
|||
| WDS : ORDINARY FULLY PAID |
1,898,749,771 | |||
3.2 Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX)
| ASX +security code and description | Total number of +securities on issue |
|||
| WDSAL : RIGHTS |
5,365,777 | |||
| WDSAE : WEP EQUITY RIGHTS |
6,606,740 | |||
| WDSAB : PERFORMANCE RIGHTS |
1,373,929 | |||
| WDSAF : SWEP EQUITY RIGHTS |
425,685 | |||
Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.
| Appendix 3H - Notification of cessation of securities | 4 / 4 |