Woodside Petroleum Ltd. ASX Announcement ACN 004 898 962 Mia Yellagonga Wednesday, 10 March 2021 11 Mount Street Perth WA 6000 ASX: WPL Australia OTC: WOPEY T +61 8 9348 4000 www.woodside.com.au NOTICE OF ANNUAL GENERAL MEETING 2021 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 2021 Voting Form Letter to Shareholders Contacts: INVESTORS MEDIA Damien Gare Christine Forster W: +61 8 9348 4421 M: +61 484 112 469 M: +61 417 111 697 E: [email protected] E: [email protected] This ASX announcement was approved and authorised for release by Woodside’s Disclosure Committee. NOTICE OF ANNUAL GENERAL MEETING 2.00pm (AWST) Thursday, 15 April 2021 Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia Woodside Petroleum Ltd Notice of Annual General Meeting 2021 1 Woodside Petroleum Ltd Notice of Annual General Meeting 2021 2 SHAREHOLDER LETTER AND VOTING FORM Dear Shareholder 2021 Annual General Meeting The 2021 Annual General Meeting of Woodside Petroleum Ltd is scheduled to be held on Thursday, 15 April 2021 at 2.00pm (AWST) at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia. 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 at www.investorvote.com.au. Alternatively, you may contact Computershare on 1300 558 507 (within Australia) or (+61 3) 9415 4632 (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 2.00pm (AWST) on Tuesday, 13 April 2021. We encourage shareholders to lodge questions in advance of the meeting by emailing questions to [email protected] by 5.00pm (AWST) on Thursday, 8 April 2021. 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. A live webcast of the AGM will be available to view at www.woodside.com.au/investors. An archive version of the webcast will also be made available on Woodside’s website for later viewing. Woodside is looking forward to returning to a normal physical meeting format for the 2021 AGM. For the health and safety of all attendees, Woodside will be observing social distancing and any other government requirements that apply based on the COVID-19 situation prevailing at the time. Attendees will be required to register their contact details via the SafeWA app or a paper-based register. Shareholders who plan to attend the AGM 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 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. Please note that, given current social distancing requirements, 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 visitor 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. If it becomes necessary or appropriate to make alternative arrangements for the meeting, we will provide further information on Woodside’s website www.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 2020 may obtain a copy from the Company’s website at www.woodside.com.au/investors. The Sustainable Development Report 2020 is 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 +61 8 9348 4000. Yours sincerely WOODSIDE PETROLEUM LTD By order of the Board Warren Baillie Company Secretary 10 March 2021 Woodside Petroleum Ltd Notice of Annual General Meeting 2021 3 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the 2021 Annual General Meeting of shareholders of Woodside Petroleum Ltd (Company) will be held on Thursday, 15 April 2021 at 2.00pm (AWST) at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia. 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 2020. 2. Election of Directors To consider and if thought fit to pass as separate ordinary resolutions: (a) Dr Christopher Haynes is re-elected as a director. (b) Mr Richard Goyder is re-elected as a director. (c) Mr Gene Tilbrook is re-elected as a director. 3. Remuneration Report To consider and if thought fit to pass as an ordinary resolution: The Remuneration Report for the year ended 31 December 2020 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 3 In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on item 3: • 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 • as a proxy by a person who is a member of the KMP at the date of the Annual General Meeting or their closely related parties. However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on item 3: • in accordance with a direction as to how to vote on the Voting Form; or • by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy even though item 3 is connected with the remuneration of the Company’s KMP. Woodside Petroleum Ltd Notice of Annual General Meeting 2021 4 NOTICE OF ANNUAL GENERAL MEETING 4. Approval of Grant of Performance Rights to CEO & Managing Director To consider and if thought fit to pass as an ordinary resolution: That approval is given for the purposes of ASX Listing Rule 10.14 and for all other purposes, for the grant of Performance Rights to the Chief Executive Officer and Managing Director (CEO), Mr Peter Coleman, on the terms set out in the Explanatory Memorandum. Voting exclusion statement applicable to item 4 In accordance with the Corporations Act 2001 (Cth) and the ASX Listing Rules, the Company will disregard any votes on item 4: • cast in favour of the resolution by or on behalf of the CEO or his associates, regardless of the capacity in which the vote is cast; or • cast as proxy by a person who is a member of the Company’s key management personnel (KMP) on the date of the meeting or their closely related parties. 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 • 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. 5. Resolutions requisitioned by a group of shareholders – Market Forces A group of shareholders of the Company, led by Market Forces, has proposed resolutions in items 5(a) and 5(b) under section 249N of the Corporations Act 2001 (Cth). The group of shareholders hold approximately 0.01% of the Company’s ordinary shares on issue. The following resolutions are NOT SUPPORTED by the Board: Resolution 5(a) – Amendment to the Constitution To consider and, if thought fit, pass the following resolution as a special resolution: "To amend the constitution to insert the following new Clause 43A: “The Company in general meeting may by ordinary resolution express an opinion or request information about the way in which a power of the Company partially or exclusively vested in the Directors has been or should be exercised. However, such a resolution must relate to a material risk as identified by the Company and cannot either advocate action that would violate any law or relate to any personal claim or grievance.