Woodside Petroleum : and BHP Petroleum merger investor presentation

For personal use only

ASX Announcement	Woodside Petroleum Ltd.
ACN 004 898 962
Mia Yellagonga
Friday, 8 April 2022	11 Mount Street
Perth WA 6000
ASX: WPL	Australia
OTC: WOPEY	T [phone]
www.woodside.com.au

WOODSIDE AND BHP PETROLEUM MERGER INVESTOR PRESENTATION

Attached is a presentation summarising the strategic rationale of the proposed merger between Woodside and BHP's petroleum business.

The presentation should be read in conjunction with the Merger Explanatory Memorandum and Independent Expert Report (which should be read in their entirety) released to the ASX today.

This presentation will be used for investor and stakeholder engagement in advance of the shareholder vote on the merger at Woodside's 2022 Annual General Meeting to be held at 10.00am (AWST) on 19 May 2022.

Contacts:

INVESTORS	MEDIA
Damien Gare	Christine Forster
W: [phone]	M: [phone]
M: [phone]	E:[e-mail]
E:[e-mail]

This ASX announcement was approved and authorised for release by Woodside's Disclosure Committee.

WOODSIDE AND BHP PETROLEUM MERGER

INVESTOR PRESENTATION

8 April 2022

[e-mail]

Transaction and presentation of information on a pro forma, post-merger basis

• • The proposed combination of Woodside Petroleum Ltd ("Woodside") and BHP Group Limited's ("BHP") oil and gas business by an all-stock merger as outlined in this presentation ("Transaction") is subject to the satisfaction or waiver of certain regulatory and third party conditions precedent, including obtaining the approval of Woodside shareholders. Details of the key terms of the Transaction are outlined in the Merger Explanatory Memorandum and Independent Expert Report released

  8 April 2022.

• • There is no certainty or assurance that all remaining conditions precedent will be satisfied or waived, or that the Transaction will complete, on the intended schedule or at all. Nevertheless, all information in this presentation is presented on a post-merger, pro forma basis unless indicated to the contrary.

Information

• • This presentation contains information in summary form that is current as of the date of this presentation. It summarises the strategic rationale of the Transaction and should be read in conjunction with the Merger Explanatory Memorandum and Independent Expert Report released 8 April 2022.

• • The purpose of the Merger Explanatory Memorandum is to provide Woodside shareholders with information that the Woodside directors believe to be material to deciding whether or not to approve the Transaction. It therefore should be read in its entirety before making any decision as to whether or not to vote in favour of the Transaction or any other investment decision.

• • This presentation has been prepared by Woodside and includes information extracted from the Merger Explanatory Memorandum that has been provided by BHP ("BHP Information").

• • Except as outlined in this disclaimer, the information contained in this presentation has been prepared by Woodside and is its responsibility alone. Except as outlined in this disclaimer, neither BHP, nor any of its related bodies corporate, (nor any of each of their respective officers, directors, employees, advisers or representatives ("Beneficiaries") assume any responsibility for the accuracy or completeness of that information.

• • BHP has prepared and provided the BHP Information and is responsible for that information. None of Woodside nor any of its related bodies corporate, nor any of their Beneficiaries assume any responsibility for the accuracy or completeness of the BHP Information.

• • This presentation contains industry, market and competitive position data that is 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 thesepublications and third party studies is reliable, Woodside has not independently verified the market and industry data obtained from these third party sources.

• • Neither ASIC nor ASX, nor their respective officers, take any responsibility for the contents of this presentation.

No offer or advice

• • This presentation does not constitute or contain an offer to Woodside shareholders (or any other person), or a solicitation of an offer from Woodside shareholders (or any other person), in any jurisdiction.

• • This presentation has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any Woodside shareholder or any other person. The information and recommendations contained in this presentation do not constitute, and should not be taken as, financial product advice. The Woodside board encourages you to seek independent financial and taxation advice before making any decision as to whether or not to vote in favour of the Transaction or any investment decision.

General

• • Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice. Woodside may in its absolute discretion, but without being under any obligation to do so, update or supplement this presentation. However, except as required by law, none of Woodside or its Beneficiaries intends to, or undertakes to, or assumes any obligation to, provide any additional information or revise the statements in this presentation, whether as a result of a change in expectations or assumptions, new information, future events, results or circumstances

Key risks

• • Please see section 8 of the Merger Explanatory Memorandum for details on the key risks relating to the merger, the Merged Group and Woodside shares. Investors should carefully consider these risk factors, as well as other information contained in the Merger Explanatory Memorandum, before making any investment decision.

Forward looking statements

• • This presentation contains forward-looking statements. The words 'guidance', 'foresee', 'likely', 'potential' 'anticipate', 'believe', 'aim', 'estimate', 'expect', 'intend', 'may', 'target', 'plan', 'forecast', 'project', 'schedule', 'will', 'should', 'seek' and other similar words or expressions are intended to identify forward-looking statements. Similarly, statements that describe the objectives, plans, goals orexpectations of Woodside are or may be forward-looking statements.

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Forward looking statements (continued)

• • You should be aware that those statements and any assumptions on which they are based are only opinions and are subject to inherent known and unknown risks and uncertainties, many of which are beyond the control of Woodside and its Beneficiaries. Those risks and uncertainties include factors and risks specific to the industries in which Woodside operates, as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets (for example (not exhaustive) price fluctuations, actual demand, currency fluctuations, geotechnical factors, drilling and production results, gas commercialisation, development progress, operating results, engineering estimates, reserve estimates, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory developments, economic and financial markets conditions in various countries, approvals and cost estimates). If any of these variables or other assumptions were to change or be found to be incorrect, this would likely cause outcomes to differ from the statements made in this presentation.

• • Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant uncertainty and disruption caused by the COVID-19 pandemic and the conflict in Ukraine.

• • None of Woodside nor any of its related bodies corporate, nor any of their Beneficiaries, nor any person named in this presentation or involved in the preparation of this presentation, makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any events or results expressed or implied in any forward-looking statement. Accordingly, you are cautioned not to place undue reliance on those statements.

• • The forward-looking statements in this presentation reflect views held only at the date of this presentation. Subject to any continuing obligations under the ASX Listing Rules or the Corporations Act, Woodside and its related bodies corporate, and their Beneficiaries, disclaim any obligation or undertaking to distribute after the date of this presentation any updates or revisions to any forward-looking statements to reflect any change in expectations in relation to those statements or any change in events, conditions or circumstances on which any statement is based.

• • Past performance and pro forma historical information is given for illustrative purposes only. It should not be relied on and is not indicative of future performance, including future security prices.

Additional information for US investors

• • Refer to Appendix titled 'Additional information for US investors' on slide 17 of this presentation.

Estimates of petroleum reserves

• • Refer to Appendix titled 'Notes to petroleum resource estimates' on slide 18 of this presentation.

Key assumptions

The following assumptions apply to information in this presentation unless stated otherwise.

• • Financial data is presented as at 31 December 2021 or for the 12-month period to 31 December 2021. Woodside's financial reporting otherwise will continue to be on a January to December basis. All figures are USD unless otherwise stated.

• • Production data is for the 12-month period to 31 December 2021.

• • Woodside reserves data is presented as at 31 December 2021.

• • BHP reserves data is presented as at 31 December 2021.

• • Any forecasts set out in this presentation have been estimated on the basis of a variety of assumptions including:

  • • Brent oil forward price curve (as at 24 March 2022) of US$107/bbl (2022), US$93/bbl (2023), US$84/bbl (2024), US$79/bbl (2025), US$76/bbl (2026) followed by a long-term Brent oil price of US$65/bbl (2022 real terms) from 2027

  • • Foreign exchange rate long term of 0.75 USD per 1.00 AUD

  • • Currently sanctioned projects being delivered in accordance with their current project schedules

  • • The merged entity holding equity interests of 100% of Scarborough, 82% of Sangomar and 51% of Pluto Train 2.

  • • Note: If any of these assumptions or any other assumptions used in preparing the information in this presentation were to change or be found to be incorrect, this would likely cause outcomes to be different from the statements made in this presentation.

• • Woodside applies a conversion factor of 5.7 Bcf of dry gas per 1 MMboe. BHP applies a conversion factor of 6.0 Bcf of dry gas per 1 MMboe.

• • Figures, amounts, percentages, estimates, calculations of value and other fractions used in this presentation are subject to the effect of rounding.

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All-stock merger of Woodside and BHP Petroleum

1.

Shareholder materials

Provides information on items of business to be considered at the Annual General Meeting

Shareholder vote to approve the Merger

Explanatory Memorandum

Provides information on the Merger

Detailed disclosure on the combined Woodside and BHP Petroleum assets

Independent Expert Report

Concludes that the Merger is in the best interests of Woodside Shareholders

Concludes the 52/48 Merger ratio is broadly supported by various financial and other relative contribution measures

Unanimous support of the Woodside Board

Outstanding conditions precedents include National Offshore Petroleum Titles Administrator approval and Woodside shareholder approval.

Shareholder vote1

19 May 2022

Seek approval for the issue of shares

Target Implementation date

1 June 2022

Distribution of new Woodside Shares to BHP Shareholders

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