Appendix 3Y Change of Director's Interest Notice Appendix 3Y Change of Director's Interest Notice

Rule 3.19A.2

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 Petroleum 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

Peter John COLEMAN

Date of last notice

2 March 2017

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

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 held by Pacific Custodians Pty Ltd as trustee under the managed share facility.

Date of change

  1. 21 March 2017

  2. 22 March 2017

No. of securities held prior to change

189,689 ordinary shares held by Pacific Custodians Pty Ltd as trustee under Mr Coleman's executive employment agreement.

145,519 ordinary shares held by Pacific Custodians Pty Ltd as trustee under the managed share facility.

The key terms of Woodside's employee share plans are set out in the 2016 Remuneration Report, which appears on pages 71 to 90 of the Annual Report 2016.

Class

Ordinary fully paid shares

Number acquired

(A) 50,985

Number disposed

(B) 33,750

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director's Interest Notice

Value/Consideration

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

  1. Consideration is the provision of services under an executive employment agreement. Estimated value at 21 March 2017 (the date of the change): A$31.1362 per share (based on the average of the daily volume-weighted average sale price of shares sold on the ASX during the five trading days prior to 21 March 2017).

  2. Shares were sold at an average price of $30.7707

No. of securities held after change

189,689 ordinary shares held by Pacific Custodians Pty Ltd as trustee under Mr Coleman's executive employment agreement.

162,754 ordinary shares held by Pacific Custodians Pty Ltd as trustee under the managed share facility.

The key terms of Woodside's employee share plans are set out in the 2016 Remuneration Report, which appears on pages 71 to 90 of the Annual Report 2016.

Nature of change

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

  1. Allocated following vesting of variable pay rights awarded to Mr Coleman in respect of the 2012 performance year in accordance with Mr Coleman's executive employment agreement which have satisfied the vesting conditions. These entitlements were detailed in the 2016 Remuneration Report, which appears on pages 71 to 90 of the Annual Report 2016.

  2. On-market trade to fund tax obligations

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

Mr Coleman's remuneration is governed by his executive employment agreement. The key terms of Mr Coleman's remuneration are set out in the 2016 Remuneration Report, which appears on pages 71 to 90 of the Annual Report 2016.

Nature of interest

Direct

Variable Pay Rights (VPRs) granted in accordance with Mr Coleman's executive employment agreement. The key terms of the VPRs are set out in the 2016 Remuneration Report, which appears on pages 71 to 90 of the Annual Report 2016. The vesting conditions of the VPRs are the same as those that apply to the VPRs issued under Woodside's Executive Incentive Plan.

Whether shares will be allocated upon vesting of the VPRs and, if so, the number of shares to be allocated, will depend on:

  • the extent to which various vesting conditions are met; and

  • whether the Board determines that the VPRs are to be satisfied by cash or an allocation of shares.

Name of registered holder (if issued securities)

N/A

Date of change

21 March 2017

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

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

Direct

733,751 VPRs granted in accordance with Mr Coleman's executive employment agreement (as previously disclosed in Woodside's Annual Report 2016).

Interest acquired

Nil

Interest disposed

50,985

Value/Consideration

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

Not applicable. The VPRs have satisfied the vesting conditions and vested as shares (see change in Mr Coleman's relevant interest in securities set out in Part 1 above).

Interest after change

Direct

682,766 VPRs granted in accordance with Mr Coleman's executive employment agreement.

Part 3 - +Closed period Appendix 3Y Change of Director's Interest Notice

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 Appendix 3Y Page 3

Woodside Petroleum Ltd. published this content on 24 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 March 2017 07:31:01 UTC.

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