Woodside Petroleum : Publication of UK Prospectus

ASX Announcement	Woodside Petroleum Ltd.
ACN 004 898 962
Mia Yellagonga
Tuesday, 12 April 2022	11 Mount Street
Perth WA 6000
ASX: WPL	Australia
OTC: WOPEY	T [phone]
www.woodside.com.au

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority (FCA) or otherwise and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or South Africa.

Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in the prospectus referred to herein (together with any supplementary prospectus, if relevant, the UK Prospectus), including the risk factors set out therein, published by Woodside today in connection with the proposed admission of ordinary shares in the capital of Woodside (the Shares) to the Standard Segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange plc (the LSE).

PUBLICATION OF UK PROSPECTUS

Woodside provides the following update on regulatory applications and secondary listings in connection with the proposed merger with BHP Group Limited's petroleum business (the Merger).

Woodside confirms that the Financial Conduct Authority (FCA) has approved the UK Prospectus prepared by Woodside in connection with the proposed admission of its Shares to the Standard Segment of the Official List of the FCA and to trading on the Main Market for listed securities of the LSE (Admission). The approval of the UK Prospectus should not be understood as an endorsement of the Shares admitted to trading on the LSE.

Admission is expected to become effective on completion of the Merger, targeted for 1 June 2022. The Merger is subject to satisfaction of certain conditions, including approval of the transaction by Woodside shareholders at Woodside's Annual General Meeting on 19 May 2022.

The UK Prospectus is attached to this announcement and will be available for inspection on Woodside's website athttps://www.woodside.com.au/investors/woodside-and-bhp-proposed-merger and on the National Storage Mechanism athttps://data.fca.org.uk/tf/nsm/nationalstoragemechanism.

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.

Cautionary note relating to compliance with Australian regulatory requirements

Nothing contained on this announcement constitutes a prospectus or disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) and does not purport to include the information required of a prospectus or other disclosure document under Chapter 6D of the Corporations Act 2001.

The UK Prospectus includes information that complies with, and is presented in accordance with, the requirements of UK law. The presentation of this information may not be consistent with Australian law and regulation. Reserves and resources remaining are estimates that can vary based on the competent person deriving the estimate and the basis assumed. The reserves and resources information included in the UK Prospectus has been extracted from the Competent Person's Report prepared by Gaffney Cline & Associates Limited and accordingly may differ from information that Woodside has reported in accordance with ASX requirements.

Woodside shareholders and investors must exercise caution when reviewing the UK Prospectus, particularly in areas where regulatory requirements differ.

The information, and any other document issued by Woodside in connection with Admission, contains general information only and does not take account of the investment objectives, financial situation or particular needs of any person, and does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this document, and any other document issued by Woodside in connection with the Admission, is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Production or distribution of information in the US or to US Persons

This announcement relates to, and is issued solely in connection with, Admission. This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities, or a solicitation of any vote or approval with respect to the Merger or otherwise, nor shall there be any offer, solicitation or sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under securities laws of any such jurisdiction.

The securities referred to in this announcement may not be offered, sold or transferred, directly or indirectly, in, into or from the United States absent registration under the U.S. Securities Act of 1933 (the Securities Act) or pursuant to an applicable exemption therefrom, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any applicable state or other jurisdiction of the United States. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States and may not be distributed, directly or indirectly within the United States. Neither the U.S. Securities Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of the securities referred to in this announcement or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Important legal information

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

This announcement 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 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 known and unknown risks and uncertainties, many of which are beyond the control of Woodside. 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).

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 person named in this announcement or involved in the preparation of this announcement, 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 reflect views held only at the date of this announcement. Subject to any continuing obligations under the ASX Listing Rules or the Corporations Act, Woodside and its related bodies corporate, disclaim any obligation or undertaking to distribute after the date of this announcement 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.

The information in this announcement is subject to change. Persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the UK Prospectus.

Persons considering making investments should consult an authorised person specialising in advising on such investments.

For the avoidance of doubt, the contents of Woodside's website are not incorporated by reference into, and do not form part of, this announcement.

This Prospectus comprises a prospectus relating to Woodside Petroleum Ltd prepared in accordance with the Prospectus Regulation Rules of the FCA made under section 73A of FSMA. This Prospectus has been approved by the FCA as competent authority under the UK Prospectus Regulation in accordance with section 87A of FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the company that is the subject of this Prospectus nor should such approval be considered as an endorsement of the quality of the securities that are the subject of this Prospectus. Prospective investors should make their own assessment as to the suitability of investing in the securities.

Applications will be made to the FCA and the London Stock Exchange for all of the Woodside Shares, including the New Woodside Shares, to be admitted to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities, respectively. Admission to trading on the Main Market constitutes admission to trading on a UK regulated market. It is expected that, subject to completion of the Merger, Admission will become effective and that dealings in the Woodside Shares will commence at 8.00 am (London time) on or around 6 June 2022. The Merger is subject to satisfaction (or waiver, if permitted) of various Conditions. If the Merger does not proceed, then Admission will not take place.

Woodside has established arrangements to enable investors to settle interests in the Woodside Shares through the CREST system. Securities issued by non-UK companies, such as Woodside, cannot be held or transferred electronically in the CREST system. However, the Depositary Interests allow such securities to be dematerialised and settled electronically through CREST. The Depositary Interests will be independent securities constituted under English law, which may be held and transferred through the CREST system. Investors should note that it is the Depositary Interests which will be settled through CREST and not the Woodside Shares.

Woodside Shares are currently listed on the ASX, where they will continue to be listed following Admission. Woodside will make an application to the ASX for quotation of the New Woodside Shares on the ASX. Woodside is seeking a secondary listing for all Woodside Shares, including the New Woodside Shares, on the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. In addition, Woodside has applied for the Woodside ADSs to be admitted to listing and trading on the NYSE.

This Prospectus is issued solely in connection with Admission. This Prospectus does not constitute or form part of an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities by any person. No offer of Woodside Shares is being made in any jurisdiction.

Prospective investors should read this Prospectus in its entirety. In particular, your attention is drawn to Part 2 (Risk Factors) of this Prospectus for a discussion of the risks that might affect the value of your shareholding in Woodside. Prospective investors should be aware that an investment in Woodside involves a degree of risk and that, if certain risks described in this Prospectus occur, investors may find their investment materially adversely affected. Accordingly, an investment in the Woodside Shares is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment.

Woodside Petroleum Ltd

(incorporated and registered in Australia with company number 004 898 962)

Admission to the Official List (by way of a Standard Listing under Chapter 14 of the LSE Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities of the entire issued share capital of Woodside Petroleum Ltd

Financial Adviser

English and Australian legal adviser

Notice to Australian Investors

This Prospectus does not constitute a prospectus or disclosure document under Chapter 6D of the Corporations Act 2001 and does not purport to include the information required of a prospectus or other disclosure document under Chapter 6D of the Corporations Act 2001.

This Prospectus, and any other document issued by Woodside in connection with the Merger and/or Admission, contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person, and does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this Prospectus, and any other document issued by Woodside in connection with the Merger and/or Admission, is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to South African Investors

Since the Merger and the Admission do not constitute an offer to the public as contemplated in the South African Companies Act, No. 71 of 2008 ("South African Companies Act") no prospectus is required to be filed with the South African Companies and Intellectual Property Commission in respect thereof. As a result, this Prospectus does not comply with the substance and form requirements for a prospectus or advertisements set out in the South African Companies Act and the South African Companies Regulations of 2011, and has not been approved by and/or registered with the South African Companies and Intellectual Property Commission.

In addition, the information contained in this Prospectus constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended ("Fais Act") and should not be construed as an express or implied advice, recommendation, guide or proposal that any particular transaction in respect of the Merger and/or Admission, is appropriate to the particular investment objectives, financial situations or needs of an South African investor, and nothing in this Prospectus should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

Notice to US Investors

Disclosure of reserve information and cautionary note to US investors

Unless expressly stated otherwise, all estimates of oil and gas reserves and contingent resources disclosed in this Prospectus have been prepared using definitions and guidelines consistent with the 2018 Society of Petroleum Engineers (SPE)/World Petroleum Council (WPC) / American Association of Petroleum Geologists (AAPG) / Society of Petroleum Evaluation Engineers (SPEE) / Society of Exploration Geophysicists (SEG) / Society of Petrophysicists and Well Log Analysts (SPWLA) / European Association of Geoscientists and Engineers (EAGE) / Petroleum Resources Management System (PRMS). Estimates of reserves and contingent resources in this Prospectus will differ from corresponding estimates prepared in accordance with the rules of the SEC and disclosure requirements of the U.S. Financial Accounting Standards Board ("FASB"), and those differences may be material. This Prospectus also includes estimates of contingent resources. Estimates of contingent resources are by their nature more speculative than estimates of proved reserves and would require substantial capital spending over a significant number of years to implement recovery. Actual locations drilled and quantities that may be ultimately recovered from Woodside's properties may differ substantially. In addition, Woodside has made no commitment to drill, and likely will not drill, all of the drilling locations that have been attributable to these quantities.

The U.S. Registration Statement includes, among other things, disclosure of reserves and other oil and gas information in accordance with U.S. federal securities law and applicable SEC rules and regulations (collectively, "SEC requirements"). The SEC permits oil and gas companies that are subject to domestic issuer reporting requirements under U.S. federal securities law, in their filings with the SEC, to disclose only estimated proved, probable and possible reserves that meet the SEC's definitions of such terms. In addition, the U.S. Registration Statement includes notes to the financial statements included therein that include supplementary disclosure in respect of oil and gas activities, including estimates of proved oil and gas reserves and a standardised measure of discounted future net cash flows relating to proved oil and gas reserve quantities. This supplementary financial statement disclosure is presented in accordance with FASB requirements, which align with corresponding SEC requirements concerning reserves estimation and reporting.

No offer or solicitation

This Prospectus relates to, and is issued solely in connection with, Admission. This Prospectus is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities, or a solicitation of any vote or approval with respect to the Merger or otherwise, nor shall there be any offer, solicitation or sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under securities laws of any such jurisdiction.

The securities referred to in this Prospectus may not be offered, sold or transferred, directly or indirectly, in, into or from the United States absent registration under the U.S. Securities Act of 1933 (the "Securities Act") or