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LOGO  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

Tuesday December 16, 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

      23,383     

10/12/2025

                      

Refer to next page for full details of the announcement

 

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Part 1 - Entity and announcement details

 

 

LOGO

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

ACN

    004898962

1.3 ASX issuer code

WDS

1.4 The announcement is

New announcement

1.5 Date of this announcement

16/12/2025

 

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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”)

 

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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

10/12/2025

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

     

Daniel Kalms

      23,383

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

 

The 2024 Remuneration Report for the year ended 31 December 2024 (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) sets out the company’s executive remuneration arrangements including the Woodside Executive Incentive Scheme, in which Mr Kalms is a participant.
 

Any other information the entity wishes to provide about the +securities the subject of this notification

 

Mr Kalms was previously granted 23,383 Notional Shares, which provided him with an entitlement to receive a cash amount upon vesting equivalent to the price of WDS securities on the vesting date. The Notional Shares were granted in lieu of Restricted Shares (which are granted to all other KMP under the Woodside Executive Incentive Scheme), considering relevant securities and taxation requirements in the United States, where Mr Kalms is based. The terms of Mr Kalms’ Notional Shares were amended on 10 December 2025, such that Mr Kalms is intended to receive Woodside shares upon vesting (no cash amount is payable on vesting). As a result, Mr Kalms’ Notional Shares now constitute “equity securities” under the ASX Listing Rules. The terms of the Notional Shares have not otherwise changed, and Mr Kalms’ Notional Shares are still due to vest, subject to ongoing employment, in two tranches (11,183 on 7 March 2026 and 12,200 on 7 March 2028).
 

Issue details

 

 

Number of +securities

23,383

 

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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

      1,901,100,143  

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

      5,795,606  

WDSAE : WEP EQUITY RIGHTS

      6,115,398  

WDSAB : PERFORMANCE RIGHTS

      1,083,970  

WDSAF : SWEP EQUITY RIGHTS

      79,453  

 

 

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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?

 

23,383
 

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)?

N/A

 

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