Exhibit 99.2

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

 

Name of entity    Woodside Energy Group Ltd   
ABN    55 004 898 962   

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. 

 

Name of Director    Marguerite (Meg) Eileen O’Neill   
Date of last notice    2 May 2023   

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or indirect interest    Performance Rights (PRs): Direct Restricted Shares: Indirect   

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

    Beneficial interest in ordinary fully paid shares (Restricted Shares) held by CPU Share Plans Pty Limited as trustee under the Executive Incentive Scheme (EIS).   
Date of change    29 February 2024   
No. of securities held prior to change   

Direct:

155,727 ordinary shares

170,501 PRs under the EIS

 

Indirect:

276,894 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS

   
Class    Ordinary   
Number acquired    Nil   
Number disposed    14,883 Restricted Shares   

 

+  See chapter 19 for defined terms.

 

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Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

    14,883 Restricted Shares disposed for $447,777.69, representing a price of $30.09 per Share.   
No. of securities held after change   

Direct:

173,920 ordinary shares

170,501 PRs under the EIS

 

Indirect:

243,818 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS

 

Note: The change in direct and indirect figures reflect the transfer of Restricted Shares (indirect) on vesting to Ms O’Neill (direct) and automatic sale of 14,883 of those Shares following vesting.

   

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

   

33,076 Restricted Shares (indirect) vested in accordance with the terms of the EIS and were transferred from CPU Share Plans Pty Limited as trustee under the EIS to Ms O’Neill (and are now held directly).

 

14,883 of those vested Shares were subsequently sold on-market under an automatic sale election to cover tax liability.

 

The key terms of the Restricted Shares and PRs are set out in 2023 Remuneration Report, which appears on pages 83 to 104 of the Annual Report 2023.

   

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract    N/A   
Nature of interest    N/A   

Name of registered holder

(if issued securities)

    N/A   
Date of change    N/A   

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

    N/A   

 

+  See chapter 19 for defined terms.

 

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Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Interest acquired    N/A   
Interest disposed    N/A   

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

    N/A   
Interest after change    N/A   

Part 3 – +Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance

was required?

    No   
If so, was prior written clearance provided to allow the trade to proceed during this period?    N/A   
If prior written clearance was provided, on what date was this provided?    N/A   

 

+  See chapter 19 for defined terms.

 

01/01/2011

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