Woodside Petroleum: Notice of 2022 Annual General Meeting

ASX Announcement

Woodside Petroleum Ltd.

ACN 004 898 962

Mia Yellagonga

Friday, April 8, 2022

11, rue du Mont

Perth WA 6000




J +61 8 9348 4000


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




Damien Station

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 has been approved and cleared for publication by Woodside’s Disclosure Committee.


Letter to shareholders 3

Notice of Annual General Meeting 4

1. Financial statements and reports 4

2. Approval of the BHP Petroleum 4 Merger

3. Election of Directors 4

4. Remuneration report 4

5. Approval of Executive Incentive Program Awards

to the CEO and Managing Director 5

6. Reinstatement of proportional takeover provisions 5

7. Company name change 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 the granting of the executive incentive program awards

to the CEO and Managing Director 13

Point 6. Reinstatement of proportional recovery provisions 17

Item 7. Change of corporate name 18

Point 8. Change of auditor 18

Item 9. Climate report 18

Appendix A – Refer to the Explanatory Memorandum of the Merger

Annex B 24

Appendix C 25

Annex D 28

Voting form 33

Notice of Access 35

We are working with Green Reports™ on an initiative to ensure communications minimize environmental impact and create a more sustainable future for the community.


Notice of Annual General Meeting 2022

Letter to shareholders

Dear shareholder

2022 Annual General Meeting

The 2022 Woodside Petroleum Ltd Annual General Meeting (AGM) is to be held on Thursday 19 May 2022 at 10:00 a.m. (AWST) at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia or online at

The Woodside AGM is an important event in our corporate calendar as it provides an opportunity for the Board of Directors to engage with shareholders. You can record your voting instructions electronically on Woodside’s share register website You can also contact Computershare on 1300 631 206 (in Australia) or +61 3 9415 4393 (outside Australia) to obtain a paper copy of the voting form which will be mailed to you. To be valid, your voting form or electronic voting instructions must be received by 10:00 a.m. (AWST) on Tuesday, May 17, 2022.

We encourage shareholders to submit questions in advance of the meeting by emailing questions to[email protected]by 5:00 p.m. (AWST) on Thursday, May 12, 2022. As many of the most frequently raised questions as possible will be addressed during the meeting and in the Chairman’s address, which will be posted on the ASX prior to the meeting.

For the health and safety of attendees attending the AGM in person, Woodside will adhere to government requirements that apply based on the prevailing COVID-19 situation at that time. These requirements may include that participants are required to observe social distancing and register their details via the SafeWA app or a paper register and provide proof of double dose vaccination in digital or paper form, as well as a approved identity. if you are not using the ServiceWA application. Wearing a face mask may also be mandatory for those attending the AGM in person.

Shareholders planning to attend the AGM in person should heed government warnings and advice and monitor Woodside’s website for any updates regarding the AGM, including with respect to the venue.

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

Shareholders and proxies can follow, vote, make comments and ask questions during the General Meeting in real time via the online platform at the address: An archived version of the webcast will also be available on Woodside’s website for future 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 as necessary, including limiting or denying entry to visitors and other participants. Accordingly, all shareholders are encouraged to submit written questions in advance of the meeting and to deposit a direct vote or directed proxy, even if they plan to attend the meeting in person.

Ahead of the meeting, Woodside will closely monitor the COVID-19 situation in Perth. If it becomes necessary or appropriate to make other arrangements for the meeting, we will give shareholders as much notice as possible and provide further information on the ASX market announcement platform and the Woodside Bags larger than A4 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 2021 Annual Report may obtain a copy from the Company’s website The 2021 Sustainable Development Report and the 2021 Climate Report are also available on the Company’s website.

Your directors and Woodside management look forward to providing an update on Woodside’s activities at the AGM. If you need further information, please call our office on +61 8 9348 4000.


WOODSIDE PETROLEUM LTD By order of the Board

Warren Baillie Company Secretary April 8, 2022

Woodside Petroleum Ltd.



Notice is given that the 2022 Annual General Meeting of Shareholders of Woodside Petroleum Ltd (Company) will be held on Thursday, May 19, 2022 at 10:00 a.m. (AWST). Shareholders are invited to attend the AGM at the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia or online at

1. Financial statements and reports

Receive and examine the financial report of the Company and the reports of the directors and the auditor for the financial year ended December 31, 2021.

2. Approval of the BHP Petroleum Merger

To consider and if it is deemed appropriate to pass for 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 Appendix A accompanying this Notice of Meeting.

Declaration of exclusion of vote applicable to point 2

In accordance with ASX Listing Rule 14.11, the Company will ignore any votes cast in favor of section 2 by or on behalf of:

  • • Any person who is expected to participate in the proposed program or who will obtain a material benefit as a result of it (except for a benefit solely by virtue of being a holder of ordinary shares of the Company or BHP, or a marketable interest in such shares, for example in the form of American Depositary Shares), or

  • • An associate of this person or these people.

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

  • • As an agent or proxy for a person entitled to vote on the resolution pursuant to an instruction given to the agent or proxy to vote on the resolution in such manner, or

  • • By the Chairman of the meeting as proxy for a person entitled to vote on the resolution, pursuant to an express authorization to exercise undirected proxies that the Chairman will decide, or


Notice of Annual General Meeting 2022

  • • By a holder acting solely in the capacity of agent, fiduciary, depositary or other fiduciary capacity on behalf of a beneficiary provided that the following conditions are met:

    • • The Beneficiary confirms in writing to the Holder that he is not disqualified from the right to vote and that he is not associated with a person disqualified from the right to vote on the resolution, and

    • • The holder votes on the resolution in accordance with the instructions given by the beneficiary to the holder to vote in this manner.

3. Election of Directors

Consider and if deemed fit to pass as separate ordinary resolutions:

  • • Dr. Sarah Ryan is re-elected as Trustee

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

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

  • • Mr. Ben Wyatt is elected director.

4. Remuneration report

To consider and if it is deemed appropriate to pass for an ordinary resolution:

The remuneration report for the financial year ended

December 31, 2021 is adopted.

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

Declaration of exclusion of vote applicable to point 4

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

  • • By or on behalf of a key management personnel (KMP) of the Company named in the compensation report or their close associates (such as immediate family members and any controlled company), regardless of capacity in which the vote is cast, or else

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