Woodside Petroleum : Merger Explanatory Memorandum

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

MERGER EXPLANATORY MEMORANDUM

Attached is the Merger Explanatory Memorandum for the proposed merger between Woodside and BHP's petroleum business, which is Annexure A to the Notice of Annual General Meeting 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.

DISCLAIMER AND IMPORTANT NOTICES

General

This Merger Explanatory Memorandum is Annexure A to the notice of annual general meeting of Woodside Shareholders ("Notice of Meeting") to be held at 10.00am (AWST) on

19 May 2022 ("Meeting"). You should read the Notice of Meeting and this Merger Explanatory Memorandum in full before making any decision as to how to vote on item 2 as set out in the Notice of Meeting ("Merger Resolution").

Purpose of this document

This Merger Explanatory Memorandum has been prepared for Woodside Shareholders in connection with the Merger Resolution. The purpose of this Merger Explanatory Memorandum is to provide Woodside Shareholders with information that the Woodside Board believes to be material to deciding whether or not to approve the Merger Resolution.

This Merger Explanatory Memorandum does not constitute or contain an offer to Woodside Shareholders, or a solicitation of an offer from Woodside Shareholders, in any jurisdiction.

A copy of this Merger Explanatory Memorandum has been provided to ASIC and ASX. Neither ASIC nor ASX, nor their respective officers, take any responsibility for the contents of this Merger Explanatory Memorandum.

Defined terms, times and dates

Capitalised terms used in this Merger Explanatory Memorandum are defined in Section 11. Section 11.3 also sets out some rules of interpretation which apply to this Merger Explanatory Memorandum.

All times and dates referred to in this Merger Explanatory Memorandum are times and dates in Perth, Australia, unless otherwise indicated.

No investment advice

This Merger Explanatory Memorandum 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 Merger Explanatory Memorandum do not constitute, and should not be taken as, financial product advice. The Woodside Board encourages you to seek independent financial and taxation advice beforemaking any investment decision and any decision as to whether or not to vote in favour of the Merger Resolution.

This Merger Explanatory Memorandum is important and requires your immediate attention. It should be read in its entirety before making a decision on whether or not to vote in favour of the Merger Resolution. In particular, it is important that you consider the potential risks of the Merger, as set out in Section 8, and the views of the Independent Expert set out in the Independent Expert Report contained in Annexure 3 of this Merger Explanatory Memorandum.

If you are in any doubt as to any action to take in relation to the Merger, you should consult an independent and appropriately licenced and authorised professional adviser.

Industry and market data

This Merger Explanatory Memorandum 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 these publications and third party studies is reliable, Woodside has not independently verified the market and industry data obtained from these third party sources. 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 Merger Explanatory Memorandum 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 Section 8 and in the "Forward-looking statements" paragraph below. These and other factors could cause results to differ materially from those expressed in the forecasts or estimates relating to Woodside or BHP Petroleum or in 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.

In addition, references to "independent energy company" in this Merger Explanatory Memorandum exclude NOCs, companies with free float less than 60% (for example, LUKOIL, Wintershall Dea and Rosneft), major integrated oil and gas companies (for example, BP, Chevron, Eni, ExxonMobil, Repsol, Shell and Total) and Canadian oil sands companies (for example, Canadian Natural Resources, Cenovus and Suncor).

Forward-looking statements

Some of the statements appearing in this Merger Explanatory Memorandum may be in the nature of forward-looking statements. Forward-looking statements or statements of intent in relation to future events in this Merger Explanatory Memorandum (including in the Independent Expert Report) should not be taken to be forecasts or predictions that those events will occur. Forward-looking statements generally may be identified by the use of forward-looking words such as 'guidance', 'believe', 'aim', 'expect', 'anticipate', 'intending', 'foreseeing', 'likely', 'should', 'planned', 'may', 'estimate', 'potential', or other similar words. Similarly, statements that describe the objectives, plans, goals or expectations of Woodside are or may be forward-looking statements. You should be aware that those statements and any assumptions on which they are based are only opinions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which Woodside operate (for example, 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), as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement and deviations are both normal and to be expected. If any of the assumptions on which a forward-looking statement is based were to change or be found to be incorrect, this would also likely cause outcomes to be different from the statements made in this Merger Explanatory Memorandum. Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic and political climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic and the current conflict between Russia and Ukraine.

None of Woodside nor any of its related bodies corporate, nor any of their respective officers, directors, employees, advisers or representatives ("Beneficiaries"), nor any person named in this Merger Explanatory Memorandum or involved in the preparation of this Merger Explanatory Memorandum, makes any representation or warranty (either express or implied) as tothe 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 Merger Explanatory Memorandum reflect views held only at the date of this Merger Explanatory Memorandum. 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 Merger Explanatory Memorandum 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.

Responsibility statement

Except as outlined below, the information contained in this Merger Explanatory Memorandum has been prepared by Woodside and is its responsibility alone. Except as outlined below, neither BHP, nor any of its related bodies corporate, nor any of each of their respective officers, directors, employees or advisers, 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. Neither Woodside, nor any of its related bodies corporate, nor any of their respective officers, directors, employees or advisers, assume any responsibility for the accuracy or completeness of the BHP Information.

KPMG has prepared the Independent Expert Report (contained in Annexure 3 of this Merger Explanatory Memorandum) and takes responsibility for that report. Neither Woodside, nor any of its related bodies corporate, nor any of their respective officers, directors, employees or advisers, assume any responsibility for the accuracy or completeness of the information contained in the Independent Expert Report, except, in the case of Woodside, in relation to the information which it has provided to the Independent Expert.

Gaffney Cline & Associates has prepared the Independent Technical Specialist Report (included in the Independent Expert Report contained in Annexure 3 of this Merger Explanatory Memorandum) and takes responsibility for that report. Neither Woodside, nor any of its related bodies corporate, nor any of their respective officers, directors, employees or advisers, assume any responsibility for the accuracy or completeness of the information contained in the Independent Technical Specialist Report, except, in the case of Woodside, in relation to the information which it has provided to the Independent Technical Specialist.

Ernst & Young has prepared the Independent Limited Assurance Report (contained in Annexure 1 of this Merger Explanatory Memorandum) and takes responsibility for that report. Neither Woodside, nor any of its related bodies corporate, nor any of their respective officers, directors,

Woodside Petroleum Ltd

employees or advisers, assume any responsibility for the accuracy or completeness of the information contained in the Independent Limited Assurance Report, except, in the case of Woodside, in relation to the information which it has provided to Ernst & Young.

No consenting party has withdrawn their consent to be named before the date of this Merger Explanatory Memorandum.

Foreign jurisdictions

The release, publication or distribution of this Merger Explanatory Memorandum in jurisdictions other than Australia may be restricted by law or regulation in those other jurisdictions and persons outside Australia who come into possession of this Merger Explanatory Memorandum should seek advice on and observe any of those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable laws or regulations.

This Merger Explanatory Memorandum has been prepared in accordance with the laws of the Commonwealth of Australia and the information contained in this Merger Explanatory Memorandum may not be the same as that which would have been disclosed if this Merger Explanatory Memorandum had been prepared in accordance with the laws and regulations of a jurisdiction outside Australia.

Financial amounts

All financial amounts in this Merger Explanatory Memorandum are expressed in US currency unless otherwise stated.

Any discrepancies between totals in tables or financial statements, or in calculations, graphs or charts are due to rounding.

All financial and operational information set out in this Merger Explanatory Memorandum is current as at the date of this Merger Explanatory Memorandum, unless otherwise stated.

Charts, maps and diagrams

Any diagrams, charts, maps, graphs or tables appearing in this Merger Explanatory Memorandum are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in diagrams, charts, maps, graphs and tables is based on information available as at the date of this Merger Explanatory Memorandum.

Privacy

Woodside may collect personal information in the process of implementing the Merger.

The type of information that it may collect about you includes your name, contact details and information on your shareholding in Woodside and the names of persons appointed by you to act as a proxy, attorney or corporate representative at the Meeting as relevant to you. The collection of some of this information is required or authorised by the Corporations Act.

The primary purpose of the collection of personal information is to assist Woodside to conduct the Meeting and implement the Merger. Without this information, Woodside may be hindered in its ability to issue this Merger Explanatory Memorandum, conduct the Meeting, and implement the Merger.

Personal information of the type described above may be disclosed to the Woodside Share Registry, third party service providers (including print and mail service providers and parties otherwise involved in the conduct of the Meeting), authorised securities brokers, professional advisers, related bodies corporate of Woodside, regulatory authorities, and also where disclosure is otherwise required or allowed by law.

Woodside Shareholders who are individuals and the other individuals in respect of whom personal information is collected as outlined above have certain rights to access the personal information collected in relation to them. If you would like to obtain details of information about you held by the Woodside Share Registry in connection with Woodside Shares, please contact the Woodside Share Registry.

Woodside Shareholders who appoint an individual as their proxy, corporate representative or attorney to vote at the Meeting should ensure that they inform that individual of the matters outlined above.

Date of Merger Explanatory Memorandum

This Merger Explanatory Memorandum is dated 8 April 2022.