WOODSIDE PETROLEUM LTD. EMPLOYEE SHARE PLAN OFFER

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1 WOODSIDE PETROLEUM LTD. EMPLOYEE SHARE PLAN OFFER Guidance Notes Offer period 1 July 2008 to 30 June 2009

2 These guidance notes are for information only and in the event of any conflict between this document (or any other document provided in relation to the Plans) and the relevant Plan Rules, the Plan Rules take precedence. 2008/2009 Employee Share Plan Offer

3 Contents 2008/2009 Employee Share Plan Offer... 3 Share Purchase Plan 1. Plan Highlights Joining the Plan Operation of the Plan Taxation and Dividends Leaving Woodside International Transfers and Secondments Going on Leave Share Sales Other Questions & Answers General Tax Commentary Employee Share Award Plan 1. Plan Highlights Joining the Plan Operation of the Plan Taxation and Dividends Leaving Woodside International Transfers and Secondments Going on Leave Share Sales Other Questions & Answers General Tax Commentary General Information Securities Dealing Policy Plan Administration Section 139E Election Form /2009 Employee Share Plan Offer 3

4 4 2008/2009 Employee Share Plan Offer

5 2008/2009 Employee Share Plan Offer Woodside currently has two employee share plans the Share Purchase Plan and the Woodside Employee Share Award Plan (ESAP). These plans are offered on an annual basis at the discretion of the Board and provide eligible employees with an opportunity to acquire Woodside Petroleum Ltd. (WPL) shares and to share in the growth of the Company. In May 2008, eligible employees at Job Levels 1 to 13 will be invited to make a choice between: participating (or continuing to participate) in the Share Purchase Plan for the period 1 July 2008 to 30 June 2009; or accepting an award of WPL ordinary shares to the value of A$1,000 under the ESAP to be allocated in July Eligible employees at Job Level 14 and above participating in the Executive Incentive Plan will only be invited to participate in the Share Purchase Plan. These guidance notes describe how the plans operate and aim to provide you with answers to a range of questions you may have. Full copies of the Plan Rules can be viewed on the Woodside Share Plan Intranet site or the Plan Manager s website. 2008/2009 Employee Share Plan Offer 5

6 WOODSIDE PETROLEUM LTD SHARE PURCHASE PLAN Guidance Notes 6 Share Purchase Plan Guidance Notes

7 Share Purchase Plan (the Plan) Guidance Notes 1. Plan Highlights You can elect to salary sacrifice each month, for a 12 month period, an amount of base salary and receive Woodside Petroleum Ltd. (WPL) shares ( Sacrifice Shares ). The maximum amount you can salary sacrifice in the 12 month period ending 30 June 2009 is A$12,000. The minimum amount is A$3,000. Woodside will then match your salary sacrifice by buying additional WPL shares ( Matching Shares ) in the ratio of 1.5 Matching Shares for each Sacrifice Share. Please note, this matching ratio may change from year to year at the discretion of the Board and will be communicated in the offer to participate each year. Your Sacrifice Shares and Matching Shares will normally be acquired on-market quarterly in arrears and will be acquired as follows: Shares will be acquired by the Plan Trustee, by means of on-market purchases through the Australian Securities Exchange (ASX). At the end of each quarter the Trustee will buy as many Sacrifice Shares as can be acquired at prevailing market prices, with the salary sacrificed under the Plan during the quarter (taking into account transaction costs). The number of Sacrifice Shares acquired for each individual participant is determined by dividing the amount salary sacrificed in the quarter (less transaction costs) by the average per share acquisition price paid by the Trustee for that quarter s purchases (as described above). The number of Matching Shares is determined by multiplying the number of Sacrifice Shares by 1.5. To become entitled to your Matching Shares you will need to hold your Sacrifice Shares, and remain a Woodside employee, for a 3-year Qualification Period. After this you may request the Plan Trustee to transfer the Sacrifice Shares and the Matching Shares to you. If you leave within this period your Sacrifice Shares will be released to you but you will lose your entitlement to Matching Shares. Alternatively, you may choose to keep your shares in the Trust beyond the mandatory 3-year period and for up to 10 years, provided you remain an employee of Woodside. This may enable you to qualify for deferral of tax see section 10 of these Share Purchase Plan Guidance Notes. Please note that in the event of termination for cause you would lose your entitlement to the Matching Shares held in the Trust after the 3-year Qualification Period. While your shares are in the Trust you will be eligible to receive any dividends paid, have voting rights, participate in any rights issues and receive any bonus issues on all your allocated Sacrifice Shares and Matching Shares. Share Purchase Plan Guidance Notes 7

8 2. Joining the Plan 2.1 Who is eligible to participate? All Australian based permanent employees, aged 18 years and over, who are employed (and not under notice) as at the invitation date are eligible to participate in the Plan. 2.2 Do you have to work for Woodside for a particular period of time before becoming eligible to participate in the Plan? No, each year the Board will determine the eligibility of participants in the Plan, which will generally require you to be an employee as at the invitation date. If you meet the eligibility criteria you will receive an invitation to participate. 2.3 Will you be offered participation in the Plan every year? Both the Share Purchase Plan and the Employee Share Award Plan (ESAP) operate at the Board s discretion and whilst you may be eligible to participate in one year, this does not necessarily guarantee participation in future years. If approved, Woodside will invite you to make a choice between: participating (or continuing to participate) in the Share Purchase Plan for a 12 month period from 1 July to 30 June; or if you are an eligible employee between Job Levels 1 to 13, accepting an award of WPL shares to the value of A$1,000 under the Employee Share Award Plan (ESAP), to be awarded in July Can you elect to join the Plan at any time during the year? No, employees will be sent an invitation at a set time to participate in the Plan, and must accept within the stated period. 2.5 How will you receive your invitation to participate in the Plan? Your invitation to participate will be posted to your recorded correspondence address. Please ensure you follow the instructions contained in your invitation appropriately. If you are completing your Share Purchase Plan application online, please ensure it is submitted by the closing date. If you are completing your application offline, via the form provided with the invitation, it will need to be date receipted by the Plan Manager by or on the closing date. Once your application has been received, the Plan Manager will instruct Woodside Payroll to commence your monthly salary sacrifice contributions. 8 Share Purchase Plan Guidance Notes

9 2.6 Is there a limit on the number of Sacrifice Shares you may acquire? Yes, the Board has discretion to set an annual maximum and minimum amount of remuneration that can be provided to a participant in Sacrifice Shares under the Plan. For the 2008/2009 Share Purchase Plan offer, the maximum amount will be A$12,000 and the minimum amount A$3, Can you salary sacrifice the full A$12,000 even if you are salary sacrificing other items e.g. laptop, car? This will be dependent on your personal circumstances and we recommend you seek independent financial advice before completing your application form. 2.8 Will the maximum and minimum contribution levels under the Plan be adjusted if you are working part-time or on extended annual leave working arrangements? No, you will still be eligible to make contributions between the minimum (A$3,000) and maximum (A$12,000) amounts. Share Purchase Plan Guidance Notes 9

10 3. Operation of the Plan 3.1 How will your Sacrifice Shares and Matching Shares be held under the Plan? Under the Plan, a Trust is used to hold your Sacrifice Shares and Matching Shares. Both your Sacrifice Shares and your Matching Shares will be registered in the name of the Trustee and held in the Trust until the end of the 3-year Qualification Period. 3.2 When will the Sacrifice Shares be acquired? Your Sacrifice Shares will be acquired on-market by the Trustee normally quarterly in arrears using your salary sacrifice contributions. For the 2008/2009 offer period the Sacrifice Shares and Matching Shares will be acquired on the following dates: Salary Sacrifice Contributions (1 July 2008 to 30 June 2009) 10 Share Purchase Plan Guidance Notes Acquisition Date July / August / September 1st business day in October 2008 October / November / December 1st business day in January 2009 January / February / March 1st business day in April 2009 April / May / June By 19th June 2009 The number of shares acquired on-market on each Acquisition Date will be the total amount of your salary sacrifice contributions, less the cost of brokerage and GST, divided by the acquisition price (see 3.3 below) and rounded down to the nearest whole share. Any salary sacrifice amount not used will be carried forward to the next Acquisition Date of your Sacrifice Shares. If an outstanding salary sacrifice amount is not used at the end of the contribution period, it will be carried forward to the next acquisition of Sacrifice Shares (assuming you elect to continue participating in the Plan for the next contribution period), otherwise this amount will be refunded to you. 3.3 What is the acquisition price of the Sacrifice Shares? The price of the Sacrifice Shares acquired by the Trustee under the Plan (after an allowance for transaction costs) will be equal to the total price of all Sacrifice Shares acquired on the ASX for the relevant quarterly purchase divided by the total number of Sacrifice Shares so acquired. You will be notified by the Plan Manager of the acquisition price for your Sacrifice Shares after the Acquisition Date. 3.4 When will the Matching Shares be acquired? Your Matching Shares will be acquired on-market by the Trustee at, or about, the same time as your Sacrifice Shares, in accordance with the agreed matching ratio (i.e. 1.5 Matching Shares to 1 Sacrifice Share, for this offer period). The Matching Shares will be rounded down to the nearest whole share.

11 3.5 Will the Matching Shares always be acquired on the same ratio? No, they may not be. The matching ratio may change from year to year at the discretion of the Board and will be communicated in the offer to participate each year. However, the matching ratio will remain constant throughout each 12-month participation period. The Board have used their discretion for the 2008/2009 participation year to set a matching ratio of 1.5 Matching Shares to 1 Sacrifice Share. 3.6 Do you have to pay brokerage costs on the acquisition of shares? The costs associated with the acquisition of your Sacrifice Shares will be covered using your salary sacrifice amount, but the costs associated with the acquisition of the Matching Shares will be covered by Woodside. 3.7 What type of shares will you be allocated under the Plan? Both your Sacrifice Shares and Matching Shares will be WPL ordinary shares and although the shares will be registered in the name of the Trustee and disposal will be restricted during the 3-year Qualification Period, you will immediately be eligible to all other normal shareholder benefits. As a shareholder in Woodside you will have voting rights, participate in any rights issues and receive bonus issues. You will also receive any dividends paid on these shares. Please refer to section 4 of these Share Purchase Plan Guidance Notes - Taxation & Dividends in regard to participation in Woodside s Dividend Reinvestment Plan. 3.8 How do you become entitled to the Matching Shares? In order for you to become entitled to your Matching Shares you must: hold your Sacrifice Shares for the Qualification Period of 3 years following the Acquisition Date; and still be employed by Woodside at the end of the Qualification Period. 3.9 When will your Sacrifice Shares and Matching Shares be transferred out of the Trust? The Trustee will write to you before the end of the Qualification Period, asking you to choose between 2 options. You can: leave your Sacrifice Shares and Matching Shares in the Trust for up to ten years after the Acquisition Date (provided you remain an employee of Woodside); or transfer the shares out of the Trust into your own name following the Qualification Period. Share Purchase Plan Guidance Notes 11

12 3.10 Can you leave your Sacrifice Shares and Matching Shares in the Trust after the end of the Qualification Period? Yes, you do have the option to do this. This may qualify you for tax deferral see section 10 of these Share Purchase Plan Guidance Notes. However, please note that: your shares will be transferred out of the Trust into your personal name if you leave Woodside; and if you choose this option, there is one situation where you could possibly lose your entitlement to Matching Shares. This would occur if your employment was terminated for cause while your shares were still held in the Trust If you elect to keep your shares in the Trust after the Qualification Period and later want to take them out, how do you do it? You may make a written request to the Trustee to transfer your Sacrifice Shares and Matching Shares held in the Trust, into your personal name Can you adjust your salary sacrifice contributions up or down during the participation period? No, you will not be able to increase or decrease your monthly salary sacrifice contributions during the participation period, but you may be able to opt out of the Plan in certain circumstances (e.g. financial difficulties) Can you opt out of the Plan at anytime during the participation period? As indicated above, in certain circumstances (e.g. financial difficulties) you may be able to apply to opt out of the Plan during the participation period. Each application will be considered on a case by case basis and will only be granted in extraordinary circumstances. If you elect to opt out you will not be eligible to recommence contributions during the same participation year. If your participation ceases during a quarter, your contributions to date will be used to make the normal quarterly purchase. Sacrifice Shares and Matching Shares purchased will remain subject to the rules of the Plan. Please note that if it is agreed that you may opt out of the Plan, you will not become eligible to an award under the ESAP in that same participation year. 12 Share Purchase Plan Guidance Notes

13 4. Taxation and Dividends 4.1 How will you be taxed under the Plan? The Plan provides the opportunity for tax deferral. Under tax deferral, no tax liability will be incurred at the time the Sacrifice Shares and Matching Shares are acquired. However, tax will generally apply on any dividends paid by the Trustee on both your Sacrifice Shares and Matching Shares. You will also be responsible for all decisions relating to the sale of your shares after your shares are transferred out of the Trust into your name, and any Capital Gains Tax (CGT) implications. For your reference, set out in section 10 of these Share Purchase Plan Guidance Notes is a general tax commentary for Australian tax residents. However, we stress that this is general information only and in no way should be used as a definitive guide for your personal taxation needs. It is strongly recommended that you seek your own independent financial advice and not rely solely on any general information provided by the Company. 4.2 Will you be taxed on your dividends? Tax will generally apply on dividends paid on shares under the Plan. Dividends are usually taxed as personal income and must be declared in your annual tax return in the year they are received. 4.3 Will you be eligible to participate in Woodside s Dividend Reinvestment Plan (DRP)? Whilst the Plan Rules provide for participation in Woodside s DRP, the Board has currently determined that any shares which are held under employee share plans are not eligible to participate in the DRP (refer to the Dividend Reinvestment Plan Rules on the Woodside internet site). However, you will be eligible to participate in the DRP in respect of dividends on both your Sacrifice Shares and your Matching Shares, once they have been transferred out of the Trust into your personal name. 4.4 Will any of the dividends paid on your Sacrifice Shares or Matching Shares under the Plan be used to pay any loan you may have under the Woodside Employee Share Plan (WESP)? No, the plans operate separately. 4.5 Is the A$1,000 tax exemption under the ESAP also available under this Plan? Yes, however it only applies to your Sacrifice Shares and where you elect to be taxed upfront. It does not apply to your Matching Shares. In the case that the market value of the Sacrifice Shares is less than A$1,000 then the reduction is limited to the market value of the Sacrifice Shares. Share Purchase Plan Guidance Notes 13

14 5. Leaving Woodside 5.1 What happens if you leave Woodside and hold shares in the Trust? If you cease to be an employee before the end of the 3-year Qualification Period, you will forfeit your Matching Shares (and any bonus shares attached to the Matching Shares) but your Sacrifice Shares will be transferred to you by the Trustee. The Board has discretion to waive the forfeiture requirement in certain circumstances. The Board has delegated this authority to the CEO who has determined that if you leave Woodside due to the following reasons before the end of the 3-year Qualification Period, you will be eligible to retain your Matching Shares along with the transfer of your Sacrifice Shares that have been acquired to that date: Redundancy Retirement (age 55 years and over) Death Total and Permanent Disability If you cease to be an employee after the end of the 3-year Qualification Period and you have elected to leave your shares in the Trust, both your Sacrifice Shares and your Matching Shares will be transferred into your personal name. However, there is one exception to this. If your employment is terminated for cause while your Matching Shares remain in the Trust, you will lose your entitlement to those Matching Shares. Your Sacrifice Shares will still be transferred to you. Definition Cause, in relation to termination of employment, means a cause providing grounds for summary dismissal under the relevant contract of employment, whether or not termination is actually effected by summary dismissal. 5.2 Are there any circumstances on leaving Woodside where you would not be eligible to receive your Sacrifice Shares? No. 5.3 On leaving Woodside, what happens to your outstanding salary sacrifice contributions not used to acquire Sacrifice Shares? If you cease to be a participant (for whatever reason) during a quarter, or after the end of a quarter, but before any Sacrifice Shares or Matching Shares have been acquired in respect of the quarter, no shares will be acquired on your behalf and you will receive a refund for the amount equal to the salary sacrifice amount only for that quarter. 14 Share Purchase Plan Guidance Notes

15 5.4 How soon after leaving Woodside will your share entitlements be transferred out of the Trust and is there anything you need to do for this to happen? Woodside Human Resources (HR) will notify the Plan Manager of employees leaving Woodside. You do not need to do anything for your share entitlements (i.e. Sacrifice Shares and Matching Shares, where applicable) to be transferred out of the Trust. You should expect to receive notification of the transfer of your share entitlements into your name shortly after your effective leaving date from Woodside. 5.5 What happens to your shares following the transfer of the shares out of the Trust and into your name? Your shares will be transferred by the Trustee out of the Trust and set up in your name on the Company s share register, Computershare. You will receive notification from the Plan Manager of the transfer and then receive further information from Computershare. Once the shares have been transferred into your name you can sell these shares through a personal broker or hold onto them. 5.6 Can you leave your shares in the Trust after you leave Woodside? No, the Plan Manager will be responsible for transferring your shares from the Trust when you leave Woodside. Once you receive the transfer details from the Trustee through the Plan Manager, you are free to contact Computershare, and sell these shares through a personal broker or hold onto them. 5.7 Can you ask the Trustee to transfer your shares from the Trust into the name of another person, or a company or superannuation fund? No. The Plan requires the Trustee to transfer the shares into your personal name. If you wish to transfer them into another name subsequently, you will be free to do so. Share Purchase Plan Guidance Notes 15

16 6. International Transfers and Secondments 6.1 What happens if you are overseas on international assignment or secondment with another Company within the Woodside Group at the time of the Share Purchase Plan invitation? Please note that any changes to your terms and conditions due to your assignment will be discussed with you before you are transferred overseas. While on international assignment, you can accept an invitation to participate in the Share Purchase Plan as long as you meet the eligibility criteria and you have not elected to participate in the ESAP for the participation year. However your sacrifices will not commence until you return from assignment or secondment and are receiving a gross income from Woodside. Your sacrifices will commence at the start of the month after you return from assignment or secondment and you will be entitled (if applicable) to structure your sacrifices as per section 6.2 below. 6.2 What happens if you are transferred overseas during the participation year? Assignments spanning one participation year If your international assignment commences and ends in the same Share Purchase Plan participation year you will have the option of accelerating your sacrifices before the commencement of your assignment, and/or catching up upon your return. In these circumstances you will be permitted to sacrifice more than the monthly maximum amount (A$1,000) so long as your total sacrifices do not exceed what you would normally have been able to sacrifice during the participation year, and what you have elected to sacrifice at the time of invitation. Assignments spanning more than one participation year If the duration of your assignment is longer than one participation year, and the Share Purchase Plan is operating in the subsequent year(s), you will have the option of catching up your sacrifices upon your return from assignment, on the following basis: For the first full financial year upon your return (as long as you have sufficient gross salary to sacrifice from) you will be eligible to sacrifice up to an amount equivalent to the sum of: the maximum amounts for each of the years that you were not eligible to participate, due to being on assignment; and the maximum amount for the participation year upon your return Except for this increase in the maximum amount you can sacrifice, the Plan will apply in the normal way. 16 Share Purchase Plan Guidance Notes

17 6.3 What happens to your sacrifices when you go on international assignment? If you go on international assignment during a quarter, or after the end of a quarter, but before any Sacrifice Shares or Matching Shares have been acquired in respect of the quarter, no shares will be acquired on your behalf and you will receive a refund for the amount equal to the salary sacrifice amount only for that quarter. 6.4 What happens if you are seconded to a company not within the Woodside Group, and you are paid directly by that company whilst on secondment? Please note that any changes to your terms and conditions due to your secondment will be discussed with you before commencing secondment. While on secondment with another company not within the Woodside Group, you can accept an invitation to participate in the Share Purchase Plan as long as you meet the eligibility criteria and you have not elected to participate in the ESAP for the participation year. However your sacrifices will not commence until you return from secondment and are receiving a gross income from Woodside. Your sacrifices will commence at the start of the month after you return from secondment and you will be entitled (if applicable) to structure your sacrifices as per section 6.2 above. 6.5 What happens if you accept an invitation to participate in the Share Purchase Plan and then you do not want to commence sacrifices upon your return from international assignment or secondment? If you elect to opt out of the Plan, you will need to notify your HR Manager before the commencement of your sacrifices upon your return from assignment or secondment. 6.6 Can you elect to make catching up sacrifices in respect of the 2007/2008 participation year? The opportunity for international assignees and secondees to make catching up sacrifices has only been approved from the 2008/2009 participation year onwards. Share Purchase Plan Guidance Notes 17

18 7. Going on leave 7.1 What happens if you go on leave? Paid Leave (ie Annual and Long Service Leave) If you go on paid leave you can continue to participate in the Plan. Your Sacrifice Shares and Matching Shares will remain in the Trust until the conditions for the Qualification Period are satisfied. Unpaid Parental Leave and Leave Without Pay If you go on unpaid parental leave or leave without pay, for example to travel or study, your participation in the Plan will cease while you are away. Your Sacrifice Shares and Matching Shares will remain in the Trust until the conditions for the Qualification Period are satisfied. The Qualification Period will continue to run (i.e. it will not be suspended). If you cease employment with Woodside any share entitlements will be transferred into your name, as set out in section 5 of these Share Purchase Plan Guidance Notes Leaving Woodside. If your participation ceases during a quarter, your contributions to date will be used to make the normal quarterly purchase. Sick Leave and Leave due to Disability (Salary Continuance) If you are on sick leave or leave due to disability you can continue to participate in the Plan. Your Sacrifice Shares and Matching Shares will remain in the Trust until the conditions for the Qualification Period are satisfied. The Qualification Period will continue to run (i.e. it will not be suspended). If you cease employment with Woodside any share entitlements will be transferred into your name, as set out in section 5 of these Share Purchase Plan Guidance Notes Leaving Woodside. 18 Share Purchase Plan Guidance Notes

19 8. Share Sales 8.1 How long will you have to hold your shares in the Trust before you can sell them? You will need to remain an employee of Woodside and hold your Sacrifice Shares and Matching Shares for a Qualification Period of 3 years following the Acquisition Date. If you leave Woodside before the end of the Qualification Period, refer to the section 5 of these Share Purchase Plan Guidance Notes - Leaving Woodside. 8.2 What are the tax implications of selling your shares? Once your share entitlements have been transferred to you by the Trustee, you will be responsible for all decisions relating to the sale of your shares. We strongly recommend that you seek personal financial advice prior to making any decisions. Please note that a general tax commentary has been included in section 10 of these Share Purchase Plan Guidance Notes. However, we stress that this is general information only and in no way should it be used as a definitive guide to your personal taxations needs. 8.3 Can you ask the Plan Manager to sell your shares on leaving Woodside or once the 3-year Qualification Period has ended? No, your shares will be transferred to you in both instances and you will then be responsible for the sale of your shares through your own personal broker. For further information on selling WPL shares, please refer to the Securities Dealing Policy Information in the General Information section of these Guidance Notes. Share Purchase Plan Guidance Notes 19

20 9. Other Questions & Answers 9.1 Can you participate in both the Share Purchase Plan and the ESAP? Employees from Job Level 1 to 13 will be invited to participate in either the Share Purchase Plan or the ESAP. If you elect to participate in the Share Purchase Plan you will not receive an ESAP Award. If you do not elect to participate in the Share Purchase Plan, and are not on international assignment or secondment, you will automatically receive an ESAP Award unless you complete the Notification to Decline ESAP Award form sent with the invitation and forward this to the Plan Manager by the closing date. If you are on international assignment or secondment and do not elect to participate in the Share Purchase Plan you will need to complete the Notification to Accept ESAP Award form sent with the invitation to receive the Award. Employees at Job Level 14 and above are only eligible to participate in the Share Purchase Plan. 9.2 What happens if you are transferring from a fixed term to permanent contract after the invitation is sent out? Anyone transferring from a fixed term to permanent contract or commencing permanent employment with Woodside after the invitation to join the Plan has been sent out will not be eligible to participate for that participation period and can expect to receive an invitation to participate the following year. 9.3 Will the level of your salary sacrifice contributions be affected if you elect during the Plan year to change working hours (including extended annual leave arrangements)? No, your contributions will remain the same. However, as indicated earlier, in certain circumstances (e.g. financial difficulties) you may be able to apply to opt out of the Plan during the participation period. Each application will be considered on a case by case basis and will only be granted in extraordinary circumstances. Please note that if it is agreed that you may opt out of the Plan, you will not be eligible to an award under the ESAP in that same year. 9.4 Can you transfer any shares that have been transferred out of the Plan by the Trustee to your personal Superannuation fund or to dependants (spouse or partner)? Yes, once your shares have been transferred out of the Trust into your name, you become the owner of those shares in your own right and are free to make your own personal arrangements in respect of those shares. You may wish to seek independent financial advice for these matters. 20 Share Purchase Plan Guidance Notes

21 9.5 Can Woodside change the rules or terminate the Plan? The Board reserves the right to terminate the Plan or to make changes to the Plan Rules, and may be required to do so to take account of factors such as legislative / ASX requirements, market practice or fiscal issues. 9.6 What happens to the Sacrifice Shares and Matching Shares in the Trust in the event of change of control of Woodside? If a change of control of Woodside occurs, your Sacrifice Shares and Matching Shares may, subject to Board approval, be transferred out of the Trust by the Trustee into your name on the date of the change of control. 9.7 What if you are unable to complete the Plan application online? You can contact the Woodside Customer Service Group on extension or at to request a hard copy of the Share Purchase Plan Application form. 9.8 Who should you contact for further questions? You can contact your HR Manager to discuss the Plan. Alternatively, you can find further information on the Woodside Share Plan Intranet site or contact the Woodside Customer Service Group on extension or at Share Purchase Plan Guidance Notes 21

22 10. General Tax Commentary The following is based on applicable taxation rules in Australia as at May 2008 The following is a general description of the Australian tax consequences for participants in the Share Purchase Plan (the Plan). The comments set out below only apply to Australian citizens and permanent residents of Australia for tax purposes. The following commentary is based upon the law in effect as at May 2008, but is not intended to be an authoritative or complete statement of the law applicable to the particular circumstances of every participant. The tax implications for a participant will depend on their personal circumstances. Accordingly, participants should take their own advice and not rely solely on this commentary. Overview Where the Trustee allocates Sacrifice Shares and Matching Shares to participants, the participant will then become the beneficial holder of those shares and the shares will be held in the Trust for a Qualification Period (normally 3 years) following the Acquisition Date. Following the end of the Qualification Period, the participant will have the choice of leaving the shares in the Trust for a further 7 years or transferring the shares out of the Trust. The tax consequences for the Sacrifice Shares and Matching Shares will depend on whether the participant elects to be taxed on the shares allocated in that tax year (upfront tax method) or whether the participant defers the taxing time until the end of the Qualification Period or some other subsequent time (deferred tax method). A participant who wishes to be taxed upfront on the allocated Sacrifice Shares and Matching Shares must make an election to that effect. It is important to note that the election will apply to all shares or rights received by the participant under any Woodside Employee Share Plan during that tax year. Woodside makes no recommendation as to whether an election is appropriate. This will depend upon your particular circumstances including such matters as your investment strategy, portfolio and performance. The tax consequences may vary between employees by reason of their particular circumstances. 22 Share Purchase Plan Guidance Notes

23 Upfront Tax Method Acquisition of Sacrifice Shares and Matching Shares A participant who wishes to be taxed in the tax year in which the Sacrifice Shares and Matching Shares are acquired must make a section 139E election in writing by the time of lodging their income tax return for that particular tax year. A Section 139E Election form is included at the end of these guidance notes, which the participant may use to make the election to be taxed in the tax year of the acquisitions. The written election should be retained with the participant s tax return work papers (i.e. it is not required to be lodged with the Australian Taxation Office). Where a participant has made a section 139E election to be taxed upfront, they may be given a A$1,000 reduction in taxable amount of the Sacrifice Shares. This does not apply to the Matching Shares. The taxable amount will be the market value of the Woodside Petroleum Ltd. (WPL) ordinary shares at the time of acquisition of the Sacrifice Shares and Matching Shares less the A$1,000 reduction on the Sacrifice Shares only. In the case that the market value of the Sacrifice Shares is less than A$1,000 then the reduction is limited to the market value of the Sacrifice Shares. This should be declared in the participant s income tax return for the year ended 30 June following the acquisition. The market value of shares will be calculated with reference to the weighted average price at which Woodside shares were traded during the one week period up to and including the Acquisition Date. Sale of Shares The sale of shares by a participant may be subject to tax as a capital gain. The capital gain will be calculated based on the difference between the sale proceeds received less the market value of the shares taxed at the time of the acquisition. If the participant has held the shares for at least 12 months before they are disposed of, only 50% of the capital gain arising on disposal will be taxable. The 50% capital gains tax discount does not apply to the amount assessed at the time of the acquisition. It is important to note that because a Trust structure is used to hold the shares, the 12 month holding period will commence on the date the shares were acquired by the participant. Indexation is no longer available for shares acquired on or after 21 September Share Purchase Plan Guidance Notes 23

24 Deferred Tax Method If no election to apply the upfront tax method is made, tax will be deferred as set out below. Acquisition of Sacrifice Shares and Matching Shares No tax liability would be incurred at the time the acquisition of Sacrifice Shares and Matching Shares is made. Deferral concession Generally, there will be a deferral of tax until the deferred taxing time being the earliest of the following: cessation of employment with Woodside; the end of the 3-year Qualification Period; the time the shares are withdrawn from the Trust; or the end of 10 years from the Acquisition Date of the shares. At the deferred taxing time, a participant will generally be taxed on the market value of the Woodside shares at the deferred taxing time. However, if a participant sells the shares in an arm s length transaction within 30 days of the deferred taxing time, the market value of the shares will be taken to be equal to the sale proceeds received. No capital gains tax will be payable in these circumstances. Deferral concession - Sale of shares where held for greater than 30 days The sale of shares by a participant may be subject to tax as a capital gain. The capital gain will be calculated based on the difference between the sale proceeds received and the market value of the shares at the deferred taxing time. If the participant has held the shares for at least 12 months before they are disposed of, only 50% of any capital gain arising on disposal will be taxable. It is important to note that as tax has been deferred, the 12 month holding period will commence at the time the participant has absolute entitlement to the shares. This will occur when the restrictions on the shares are lifted (typically, this occurs when the shares are transferred to the employee by the Trustee of the Trust). Indexation is no longer available for shares acquired on or after 21 September Share Purchase Plan Guidance Notes

25 Taxation of Dividends When a participant acquires a beneficial interest in the Sacrifice Shares and Matching Shares, they will be liable for tax on any dividends received on their shares. If the dividend is franked, a participant may be entitled to a franking credit. Subject to certain exemptions and elections, tax law requires shareholders to hold shares acquired after 1 July 1997 at risk for more than 45 days in order to qualify for the franking credit. The availability of franking credits generally means that the tax payable on the dividend is reduced. The franking credit may also offset tax on other income. Share Purchase Plan Guidance Notes 25

26 WOODSIDE PETROLEUM LTD. EMPLOYEE SHARE AWARD PLAN (ESAP) Guidance Notes 26 ESAP Guidence Notes

27 Employee Share Award Plan (ESAP) Guidance Notes 1. Plan Highlights Subject to Board approval, as an eligible employee you will receive an award of Woodside Petroleum Ltd. (WPL) shares to the value of A$1,000 each financial year (commencing 1 July), provided you do not elect to participate in the Share Purchase Plan, or opt out of the ESAP Award. The WPL shares will be registered in your name and you will receive all dividends paid on these shares, have voting rights, participate in any rights issues and receive any bonus issues. The value of shares allowed by the Australian Taxation Office under the ESAP is limited to A$1,000. To ensure you may qualify for an exemption from income tax on these shares, you must hold onto your shares for 3 years from the purchase date. A Holding Lock will be placed on the shares to prevent any transfer being registered during this restriction period. As from the end of the restriction period you will be able to sell your shares as you wish. ESAP Guidence Notes 27

28 2. Joining the Plan 2.1 Who is eligible to participate? All Woodside permanent employees aged 18 and over and in Job Levels 1 to 13, who are employed at the qualifying date (and not under notice) are eligible to participate. Employees in certain jurisdictions may not be eligible due to market practice or legislative requirements of the location. Further information is contained in section 6 of these ESAP Guidance Notes International Transfers and Secondments. 2.2 What level of award will you receive under the ESAP? You will be eligible to receive A$1,000 worth of shares in WPL. This is the maximum amount currently available under a tax exempt share plan arrangement as set by the Australian Tax Office. Please note that the number of shares purchased will be rounded down to the nearest whole share. 2.3 Will I receive a share award under the ESAP every year? It is anticipated that a share award will be made each financial year. However this will be at the Board s discretion and will take into account various factors including Woodside s overall performance. Please note that whilst you may be eligible to participate in the ESAP in one year this does not necessarily guarantee participation in future years. 2.4 What type of shares will you be awarded under the ESAP? You will be awarded WPL ordinary shares and will immediately be eligible to normal shareholder benefits (except that your right to dispose of the shares will be restricted for 3 years). As a shareholder in the Company you have voting rights, can participate in any rights issues and can receive bonus issues. You will also receive all dividends paid on these shares. 2.5 How will the share price be calculated for each award? The price of the shares purchased under the ESAP by the Plan s stockbroker will be the weighted average of the prices at which Shares were traded on the ASX during the one-week period up to and including the day on which Shares are acquired by a Participant under the ESAP. You will be notified of the price paid for your shares as soon as possible after the purchase date. 28 ESAP Guidence Notes

29 2.6 Will a restriction period apply to your shares under the ESAP? Yes. A restriction period is required for 3 years from the purchase date of shares under the ESAP to ensure you benefit from the tax exemption. To receive the tax exemption, shares awarded to you are required to be held under a 3-year Holding Lock before they can be sold, charged or otherwise disposed of by you. 2.7 Will participating in the ESAP cost you anything? No. The shares under the ESAP will be immediately allocated to you in your own name. However, they will need to be held under a 3-year Holding Lock to receive the A$1,000 worth of tax exemption benefits. Normal taxation laws apply in respect of all dividends paid, or when you sell your shares. Therefore you will most likely incur certain tax liabilities (see sections 4, 8 and 10 of these ESAP Guidance Notes for further information). ESAP Guidence Notes 29

30 3. Operation of the Plan 3.1 How will you receive an Award under the ESAP? A qualifying date will be set by Woodside each year and awards under the ESAP will be sent to eligible employees. The award will outline all the terms and conditions and information relating to the award. 3.2 How do you accept an Award under the ESAP? Acceptance will be automatic (subject to your right to opt out), unless you are on international assignment or secondment (please see section 6 of these ESAP Guidance Notes - International Transfers and Secondments ). If you are an eligible employee and do not elect to participate in the Share Purchase Plan you will receive the share award unless you complete and return the Notice to Decline ESAP Award included as part of the invitation. 3.3 Do you have to work for Woodside for a particular period of time before becoming eligible to receive an award under the ESAP? No. Each year a qualifying date will be set which will determine the eligibility of participants in the ESAP. If you meet the eligibility criteria on that date you will receive an award of shares under the ESAP. 3.4 Can you elect to take the A$1,000 as cash or in any other form of compensation in lieu of participating in the plan? No. The ESAP is only offered as a share based scheme and in accordance with these Guidance Notes and the ESAP Rules. 30 ESAP Guidence Notes

31 4. Taxation and Dividends 4.1 How will you be taxed under the ESAP? Taxation treatment under the ESAP depends on your personal circumstances. Set out in section 10 of these ESAP Guidance Notes is a general tax commentary from PricewaterhouseCoopers for Australian tax residents. It is strongly recommended that you seek your own independent financial advice and not rely solely on any general information provided by the Company. 4.2 Will you be eligible to receive dividends on your shares under the ESAP? As a shareholder in Woodside you will receive all dividends in full paid on any shares under the ESAP. You will also have voting rights, participate in any rights issues and receive any bonus issues. 4.3 Will you be taxed on your dividends? Tax will generally apply on dividends paid on shares under the ESAP. Dividends are usually taxed as personal income and must be declared in your annual tax return in the year they are received. 4.4 Will you be eligible to participate in Woodside s Dividend Reinvestment Plan? No. You will not be eligible to participate until after your shares are released following the 3 year restriction period (or sooner, if you leave Woodside see section 5 of these ESAP Guidance Notes). ESAP Guidence Notes 31

32 5. Leaving Woodside 5.1 What happens if you resign from Woodside prior to the share purchase date? You will be ineligible for the ESAP Award. 5.2 What happens if you are made redundant by Woodside after the qualifying date for an ESAP Award and leave before the share purchase date? You will be ineligible for the ESAP Award. 5.3 What happens if you are made redundant by Woodside after the qualifying date for an ESAP Award and leave after the share purchase date? You will be eligible for the ESAP Award. 5.4 What happens to your shares under the ESAP if you leave Woodside prior to the 3-year restriction period being removed? If you leave Woodside for any reason you will be eligible to keep your shares, which will be released from the Holding Lock after you leave. 5.5 How soon after you leave Woodside will your shares be released and is there anything you need to do for this to happen? Woodside Human Resources (HR) will notify the Plan Manager of employees leaving Woodside. You do not need to do anything for your shares to be released from the Plan. You should expect to receive notification of the release of your shares within 7-10 business days after your effective leaving date from Woodside. 5.6 Are there any circumstances on leaving Woodside where you would not be entitled to keep your Award of shares? No. 5.7 Can you leave your Woodside shares in the ESAP after you leave Woodside or after the end of the Holding Lock? No. The Plan Manager will be responsible for releasing these shares to you. As you own these shares there is no benefit in leaving them in the Plan. Once you receive a release statement from the Plan Manager you are free to sell these shares through a personal broker or hold onto them. 32 ESAP Guidence Notes

33 6. International Transfers and Secondments 6.1 What happens if you are transferred overseas on international assignment or secondment to a company within the Woodside Group? All your remuneration arrangements will be discussed with you before you are transferred overseas. You may find your tax circumstances change due to the transfer and you will be provided with advice on this matter. You will be eligible to accept the ESAP Award at the time of invitation. Please note that you will be responsible for any tax consequences as a result of accepting this Award. 6.2 What happens if you are seconded to a company not within the Woodside Group? All your remuneration arrangements will be discussed with you before you commenced secondment. You may find your tax circumstances change due to the transfer and you will be provided with advice on this matter. You will be eligible to accept the ESAP Award at the time of invitation. Please note that you will be responsible for any tax consequences as a result of accepting this Award. 6.3 How do you accept an award under the ESAP if you are on international assignment or on secondment? If you are on international assignment or secondment the ESAP is not an automatic acceptance. Please ensure you complete the appropriate section of the Notice of Share Award and return to the Plan Manager by the closing date if you wish to participate. 6.4 Can you change your mind and elect to receive an ESAP Award upon return from international assignment or secondment, rather than participate in the Share Purchase Plan? As for all other employees you can only elect to participate in one plan for the participation year, and you must advise which plan within the stipulated timeframe. If you make an application to cease participating in the Share Purchase Plan upon your return from assignment or secondment, you will not be eligible for an ESAP Award for this participation year. ESAP Guidence Notes 33

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