Woodside Petroleum : Notice of Annual General Meeting 2022

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

NOTICE OF ANNUAL GENERAL MEETING 2022

In accordance with the Listing Rules, please see attached the following announcements relating to the above, for release to the market:

•  Notice of Annual General Meeting 2022

•  Voting Form

•  Letters to Shareholders

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.

CONTENTS

Shareholder Letter 3

Notice of Annual General Meeting 4

1. Financial Statements and Reports 4

2. Approval of the BHP Petroleum Merger 4

3. Election of Directors 4

4. Remuneration Report 4

5. Approval of Grant of Executive Incentive Scheme Awards

to CEO & Managing Director 5

6. Reinsertion of proportional takeover provisions 5

7. Change of Company Name 5

8. Change of External Auditor 5

9. Climate Report 5

10. Resolutions requisitioned by groups of shareholders 5

Notes 7

Explanatory Memorandum 9

Item 1.Financial Statements and Reports 9

Item 2. Approval of the BHP Petroleum Merger 9

Item 3. Election of Directors 10

Item 4. Remuneration Report 13 Item 5. Approval of Grant of Executive Incentive Scheme Awards

to CEO & Managing Director 13

Item 6. Reinsertion of proportional takeover provisions 17

Item 7. Change of Company Name 18

Item 8. Change of External Auditor 18

Item 9. Climate Report 18

Annexure A - Refer to the Merger Explanatory Memorandum

Annexure B 24

Annexure C 25

Annexure D 28

Voting Form 33

Notice of Access 35

We are working with Green Reports™ on an initiative ensuring that communications minimise environmental impact and create a more sustainable future for the community.

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Notice of Annual General Meeting 2022

Shareholder Letter

Dear Shareholder

2022 Annual General Meeting

The 2022 Annual General Meeting (AGM) of Woodside Petroleum Ltd is scheduled to be held on Thursday, 19 May 2022 at 10.00am (AWST) at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia or online at web.lumiagm.com/397447934.

Woodside's AGM is an important event in our corporate calendar as it provides the Board with an opportunity to engage with shareholders. You may register your voting instructions electronically on the website of Woodside's share registry atwww.investorvote.com.au. Alternatively, you may contact Computershare on 1300 631 206 (within Australia) or [phone] (outside Australia) to obtain a hard copy Voting Form which will be mailed to you. To be valid, your Voting Form or electronic voting instructions must be received by 10.00am (AWST) on Tuesday, 17 May 2022.

We encourage shareholders to lodge questions in advance of the meeting by emailing questions [e-mail] 5.00pm (AWST) on Thursday, 12 May 2022. As many of the most frequently raised questions as possible will be covered during the meeting and in the Chairman's address, which will be lodged on the ASX prior to the meeting.

For the health and safety of attendees participating in person at the AGM, Woodside will be observing government requirements that apply based on the COVID-19 situation prevailing at the time. These requirements may include attendees being required to adhere to social distancing, and to register their contact details via the SafeWA app or a paper-based register and provide double dose proof of vaccination either in a digital or paper-based form, along with approved identification if not using the ServiceWA app. Wearing a face mask may also be mandatory for persons attending the AGM in person.

Shareholders who plan to attend the AGM in person should take heed of government warnings and advice and monitor Woodside's website for any updates about the AGM, including with respect to the location.

As we have seen recently, the situation can change rapidly. The health of the Company's shareholders, employees and other meeting attendees is of paramount importance. We ask that you do not attend the AGM in person if you feel unwell or have been in contact with someone who may have been affected by COVID-19. Woodside may implement screening procedures at admission, including temperature checks.

Shareholders and proxyholders can watch, vote, make comments and ask questions during the AGM in real time via the online platform at: web.lumiagm.com/397447934. An archive version of the webcast will also be made available on Woodside's website for later viewing.

Please note that food and refreshments will not be served at the AGM. Other restrictions and precautionary measures may also be imposed on attendance if necessary, including limiting or refusing entry to visitors and other attendees. Accordingly, all shareholders are encouraged to submit written questions in advance of the meeting and to lodge a direct vote or directed proxy, even if they plan to attend the meeting in person.

In the lead up to the meeting, Woodside will be closely monitoring the COVID-19 situation in Perth. If it becomes necessary or appropriate to make alternative arrangements for the meeting, we will give shareholders as much notice as possible and will provide further information on the ASX market announcements platform and Woodside's websitewww.woodside.com.au. Bags larger than A4 size are not permitted in the meeting. All bags will be subject to a security search.

Shareholders who have not elected to receive a printed copy of the Annual Report 2021 may obtain a copy from the Company's website atwww.woodside.com.au/investors. The Sustainable Development Report 2021 and Climate Report 2021 are also available from the Company's website.

Your directors and the management of Woodside look forward to providing an update on Woodside's activities at the AGM. Should you require any further information, please call our office on [phone].

Yours sincerely,

WOODSIDE PETROLEUM LTD By order of the Board

Warren Baillie Company Secretary 8 April 2022

Woodside Petroleum Ltd

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2022 Annual General Meeting of shareholders of Woodside Petroleum Ltd (Company) will be held on Thursday, 19 May 2022 at 10.00am (AWST). Shareholders are invited to attend the AGM at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia or online at web.lumiagm.com/397447934.

1. Financial Statements and Reports

To receive and consider the Financial Report of the Company and the reports of the directors and auditor for the year ended 31 December 2021.

2. Approval of the BHP Petroleum Merger

To consider and if thought fit to pass as an ordinary resolution:

That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, to give effect to the proposed Merger of Woodside and BHP Petroleum, approval is given for the issue to BHP of up to 914,768,948 New Woodside Shares (representing approximately 48% of all Woodside Shares on a post-issue basis) on the terms and conditions set out in the Merger Explanatory Memorandum in Annexure A accompanying this Notice of Meeting.

Voting exclusion statement applicable to item 2

In accordance with the ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of item 2 by or on behalf of:

• • Any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being the holder of ordinary shares in the Company or BHP, or tradeable interests in those shares, such as in the form of American Depositary Shares), or

• • An associate of that person or those persons.

However, votes will not be disregarded if they are cast:

• • As proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way, or

• • By the Chairman of the meeting as proxy for a person entitled to vote on the resolution, in accordance with an express authorisation to exercise undirected proxies as the Chairman decides, or

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Notice of Annual General Meeting 2022

• • By a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • • The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution, and

  • • The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Election of Directors

To consider and if thought fit to pass as separate ordinary resolutions:

• • Dr Sarah Ryan is re-elected as a director

• • Ms Ann Pickard is re-elected as a director

• • Mr Frank Cooper is re-elected as a director, and

• • Mr Ben Wyatt is elected as a director.

4. Remuneration Report

To consider and if thought fit to pass as an ordinary resolution:

The Remuneration Report for the year ended

31 December 2021 is adopted.

Note: The vote on this resolution is advisory only and does not bind the directors or the Company.

Voting exclusion statement applicable to item 4

In accordance with the Corporations Act 2001 (Cth) (Corporations Act), the Company will disregard any votes cast on item 4:

• • By or on behalf of a member of the Company's key management personnel (KMP) named in the Remuneration Report or their closely related parties (such as close family members and any controlled companies), regardless of the capacity in which the vote is cast, or