WOODSIDE PETROLEUM LTD. EMPLOYEE SHARE PLAN OFFER

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

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

Contents 2008/2009 Employee Share Plan Offer... 3 Share Purchase Plan 1. Plan Highlights... 5 2. Joining the Plan... 6 3. Operation of the Plan... 8 4. Taxation and Dividends... 11 5. Leaving Woodside... 12 6. International Transfers and Secondments... 14 7. Going on Leave... 16 8. Share Sales... 17 9. Other Questions & Answers... 18 10. General Tax Commentary... 20 Employee Share Award Plan 1. Plan Highlights... 25 2. Joining the Plan... 26 3. Operation of the Plan... 28 4. Taxation and Dividends... 29 5. Leaving Woodside... 30 6. International Transfers and Secondments... 31 7. Going on Leave... 32 8. Share Sales... 33 9. Other Questions & Answers... 34 10. General Tax Commentary... 35 General Information Securities Dealing Policy... 40 Plan Administration... 41 Section 139E Election Form... 43 2008/2009 Employee Share Plan Offer 3

4 2008/2009 Employee Share Plan Offer

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 2008. 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

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

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

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 2008. 2.4 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

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$3,000. 2.7 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

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.

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

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. 3.11 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. 3.12 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). 3.13 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

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

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

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

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

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

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

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

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

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 84443 or at CustomerServiceGroupWEL@woodside.com.au 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 84443 or at CustomerServiceGroupWEL@woodside.com.au Share Purchase Plan Guidance Notes 21

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

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 1999. Share Purchase Plan Guidance Notes 23

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 1999. 24 Share Purchase Plan Guidance Notes

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

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

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

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

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

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

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

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

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

7. Going on leave 7.1 What happens if you go on leave? Long Service Leave If you go on long service leave and continue to be paid by Woodside you will continue to be eligible to participate in the ESAP. The ESAP rules will apply as if you were not on long service leave. Leave Without Pay If you go on leave without pay, for example to travel or study, you may be eligible to participate in the ESAP while you are away subject to the time you have been or will be away. If you are eligible, your shares will remain under the 3-year Holding Lock until that restriction is lifted - unless you cease employment with Woodside, in which case your shares will be released when you leave. Unpaid Parental Leave, Sick Leave and Leave due to Disability If you are on unpaid parental leave, sick leave or leave due to disability you will continue to be eligible to participate in the ESAP. Your shares will remain under the 3-year Holding Lock until the restriction is lifted - unless you cease employment with Woodside, in which case your shares will be released when you leave. 34 ESAP Guidence Notes

8. Share Sales 8.1 How long will you have to hold onto your shares under the ESAP before you can sell them? While you are employed by Woodside you will need to hold your shares for 3 years following the purchase date. 8.2 What will be the tax implications of selling your shares under the ESAP? You will be responsible for all decisions relating to the sale of your shares under the ESAP. We strongly recommend that you seek personal financial advice prior to making any decisions. Please note that a general tax guide from PricewaterhouseCoopers has been included in section 10 of these ESAP 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 Holding Lock has ended? No. Your shares will be released to you in both instances and you will then be responsible for the sale of these 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. ESAP Guidence Notes 35

9. Other Questions & Answers 9.1 Can you participate in both the Share Purchase Plan and the ESAP? Employees from Job Levels 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, you will automatically receive an ESAP Award (with the exception of employees on international assignment or secondment see section 6 of these ESAP Guidance Notes) unless you opt out by: completing the Notice of Share Award form sent with the invitation, confirming you decline the Award, and forwarding this to Link by the closing date. 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 fixed term to permanent after the award date? Anyone transferring from fixed term to permanent or commencing permanent employment with Woodside after the award date will receive an offer of shares under the ESAP in the next allocation. This will usually be in the following year. 9.3 Will the level of your award under the ESAP be affected if you are working part-time or on extended annual leave working arrangements? No. You will still be eligible to receive the same value of A$1,000 worth of WPL ordinary shares irrespective of your working arrangements. 9.4 Can you put your shares in another name your spouse, a company or a superannuation fund? No. This award is made to you personally and is not transferable. 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 Who should you contact for further questions? Contact your HR Manager to discuss the ESAP. Alternatively, you can find further information on the Woodside Share Plan Intranet site, or contact the Woodside Customer Service Group on extension 84443 or at CustomerServiceGroupWEL@woodside.com.au. 36 ESAP Guidence Notes

10. General Tax Commentary Employee Share Award Plan - General Tax Commentary The ESAP provides a maximum annual award of A$1,000 of shares to an employee at no cost to the employee. 10.1 Why can you only receive A$1,000 worth of shares under this plan? The value of shares allowed under the ESAP is limited to A$1,000 to ensure you may qualify for an exemption from income tax on these shares. 10.2 How do you ensure no tax is payable on these shares? When receiving shares under a qualifying employee share plan, such as the ESAP, a taxpayer has the option to pay tax at the time the shares are granted or at the time any restrictions on the shares are lifted. Where the taxpayer chooses to pay tax at grant, they can be given a A$1,000 reduction on the taxable amount received. As the ESAP only allows A$1,000 worth of shares to be granted, there will be no taxable amount where the individual elects to be taxed at grant. 10.3 Do you need to make the election to be taxed at grant in your tax return? You will not need to include anything in your tax return where you have made the election to be taxed at grant under the ESAP. However, you will need to complete a s139e election form (election to be taxed at grant) and retain this with your tax records. This election form will not need to be sent to the ATO but should be retained so that it can be provided in the event of an ATO audit. A copy of a s139e election form can be found in the General Information section of these Guidance Notes. 10.4 What happens if you don t make the election? If you do not make the election to be taxed at grant, you will be required to pay tax on the market value of your shares at the time the restrictions lift. This will be the earlier of 3 years or upon ceasing employment with Woodside. This may result in a higher amount of tax payable and the A$1,000 reduction will not apply. ESAP Guidence Notes 37

10.5 If you cease employment with Woodside and the holding restrictions lift on your shares before 3 years, will you lose your exemption? The A$1,000 exemption will still apply as long as you do not sell your shares prior to leaving Woodside employment. As the restrictions will not lift on your shares unless your employment ends, this is unlikely to occur. 10.6 Will your capital gain be affected by whether you have made the election to be taxed at grant? The cost base used to calculate the capital gain on your shares will depend upon whether you have made the election to be taxed at grant. If you made the election to be taxed at grant, the cost base of your shares will be the market value at the time the shares were received, likely to be A$1,000. If you did not make the election to be taxed at grant, the cost base will be the market value of your shares at the time the restrictions lifted after 3 years or upon termination of employment. This increase in the cost base is as a result of paying income tax on the market value either when the restrictions lifted or when you terminated employment. 10.7 Will my capital gain be different where I have left Woodside and sold my shares before the 3-year restriction would have lifted? In this situation, the capital gain will be calculated in a similar way to that indicated above, however, the date the restrictions lift on your shares will be the date you cease employment with Woodside. If you sell your shares, and have made the election to be taxed at grant, you would be required to have held your shares for longer than 12 months after they were granted, in order to receive the 50% discount on any capital gain. If you have not made the election to be taxed at grant, your date of acquisition would remain as the date the shares were originally granted thereby enabling you to receive the 50% discount on any capital gain. This is provided the shares have been held for longer than 12 months after grant. 10.8 Do you need to include anything in your tax return when you sell your shares acquired under the ESAP? Yes. The disposal of any shares under the ESAP will trigger a capital gains tax event. Where the sale proceeds are greater than the cost base of the shares, you will have made a capital gain. Alternatively, where the sale proceeds are less than the cost base of the shares, you will have made a capital loss. Capital losses can only be offset against capital gains. Should there be no capital gains in that year of income, the capital loss will carry forward to be used against future capital gains. Capital gains are subject to Australian tax at your marginal tax rate. Where you have held your shares for greater than 12 months, you will receive a 50% discount on the taxable amount of any gain resulting from the sale of your shares. If you sell your shares after holding them for less than 12 months, you will be subject to tax on the entire taxable amount of any capital gain received. 38 ESAP Guidence Notes

10.9 Do you need to include anything in your tax return whilst holding shares under the ESAP? Yes. You will be required to include in your return all dividends received from your Woodside shares. You will be required to report the full amount of the dividend, which includes any amount paid plus any imputation credit applicable. The imputation credit can be claimed as a tax offset in your tax return. 10.10 What if you are also participating in more than one Woodside share plan? Will all dividend amounts be included in the one statement? No. You will be provided with separate dividend statements showing dividends paid from each plan. If you are participating in more than one share plan please ensure that you include dividends from all plans in your tax return. 10.11 What records do you need to keep to ensure all necessary amounts are included in your tax return? The share registry will provide you with dividend statements in relation to all dividends paid from your Woodside shares. You will also receive a statement of any share disposals which occur during the year. You should retain these documents, as these will have all the necessary information required for you or your accountant to complete your tax return. You may also be required to provide these documents in the event of an ATO audit. Note that the ATO requires you to keep tax records for a period of 5 years after the lodgement of your tax return. 10.12 Who can you contact if you would like to discuss any tax issues relating to the ESAP? You will need to seek tax or financial advice from your accountant or financial planner. ESAP Guidence Notes 39

40 General Information

WOODSIDE PETROLEUM LTD. 2008/2009 Employee Share Plan Offer General Information General Information 41

Securities Dealing Policy If you are a Woodside employee can you sell your WPL ordinary shares at any time after they are released from restrictions under the Share Purchase Plan or the ESAP? Yes, you can sell: shares acquired under the Share Purchase Plan, after they are transferred into your name from the Trust; and shares acquired under the ESAP, after they are released from the Holding Lock. However, while you remain a Woodside employee your right to sell is subject at all times to complying with the Securities Dealing Policy and ensuring that at the relevant time you do not have inside information. Inside information is information about Woodside that is not generally available to people who commonly invest in shares, but if it was available would (or would be likely to) influence them in deciding whether or not to buy or sell shares of Woodside. As well as being a serious breach of Woodside policies, insider trading is illegal and carries both civil and criminal penalties for the individuals involved. If you are uncertain as to whether you are in possession of inside information you should read the Securities Dealing Policy available on the Woodside intranet site or contact your manager or a member of the Legal function to seek assistance. Will the acquisition of shares to satisfy your Plan entitlements by the Trustee (Share Purchase Plan) or the Plan Administrator (ESAP) be affected if you are in possession of inside information? In general, no. The Trustee and the Plan Administrator will generally undertake the acquisition of WPL shares on-market for all Share Purchase Plan and ESAP participants irrespective of whether the individual participants are in possession of inside information. However, the Board has an overriding right to suspend purchases by the Trustee and the Plan Administrator. Note that the sale of shares obtained under the Plan is subject to the law on insider trading see above. 42 General Information

Plan Administration Who is responsible for administering the Share Purchase Plan and the ESAP? The employee share plans are managed by an external Plan Manager, Link Market Services Limited. You can contact the Plan Manager via email: Share Purchase Plan: woodsidespp@linkmarketservices.com.au ESAP: woodsideesap@linkmarketservices.com.au Alternatively, you can contact the call centre on 1800 178 658, or at the following address: Link Market Services GPO Box 2108 Melbourne Vic 3001 Please note that if you are not currently a participant in one of Woodside s employee share plans you will be provided with a personal login which will give you access to information on your holdings through the Plan Manager s internet site at: www. linkmarketservices.com.au Who is the Company s share registry? Computershare will remain Woodside s share registry. You can contact Computershare through Jo-Ann Mainland by phone on 08 9323 2002, via email Jo-ann.Mainland@computershare.com.au, or at the following address: GPO Box D182 Perth WA 6840 How do you obtain a statement of your holdings and dividends statements? You can obtain copies of your share holdings by logging onto the Plan Manager s internet site at: www.linkmarketservices.com.au Share Purchase Plan statements You will receive a statement of your share holding under the Plan from the Plan Manager after each Acquisition Date. The Share Purchase Plan shares are registered under the Trustee s name on the Company s share registry, Computershare. You will be entitled to receive dividends and they will be paid directly into your bank account. Dividend statements will be sent out to you by the Plan Manager at the time the dividend is paid. General Information 43

ESAP statements You will receive an allocation statement of your share holding under the ESAP from the Plan Manager after the purchase date of the award. As the shares are registered under your name on the Company s share registry, Computershare, you will be entitled to receive dividends and they will be paid directly into your bank account. Dividend statements will be sent out to you from the share registry at the time the dividend is paid. How can I access my Unique Link Identifier number to log on to the Link website? Your Link Unique Identifier is included on all correspondence from Link regarding your holdings. Alternatively you can obtain your Identifier from the Woodside Customer Service Group on extension 84443 or at CustomerServiceGroupWEL@ woodside.com.au. What if your personal details change? If you change your address or bank account details you must advise the Plan Manager, Link Market Services, and the Company s share registry, Computershare. This will ensure you don t miss out on any important information such as your invitation, dividend payments and statements, Notices of Company Meetings, shareholder reports and voting. Further information on how to advise the Plan Manager or the Company s share registry of changes to your personal details can be found on the Woodside Share Plan Intranet site or the Plan Manager s website. 44 General Information

Section 139E Election Name of the taxpayer: Tax File Number (optional): This election is made under section 139E of the Income Tax Assessment Act 1936 ( the Act ) as amended. I [name of taxpayer] elect that subsection 139B(2) of the Act is to apply to all of the qualifying shares or qualifying rights acquired by me under any employee share scheme of Woodside Energy Ltd in terms of Division 13A of Part III of the Act in the tax year ending 30 June 20. [insert relevant year end] year of income. The provision of the following details is optional. The details of each parcel of shares or rights acquired by me during this year of income are as follows (show for each separate parcel acquired): Number of shares/rights acquired: Date of acquisition: Market value on date shares/rights acquired: Amount paid/given at the time of acquisition: Taxpayer s signature: Date: Note: The election does not need to be lodged with the Commissioner of Taxation but should be retained with your tax records. This form is also available electronically on the Woodside Share Plan Intranet Site. General Information 45

46 General Information

2008/2009 EMPLOYEE SHARE PLAN OFFER Guidance Notes Woodside Energy Ltd. May 2008 Head Office 240 St Georges Terrace Perth, Western Australia 6000 Telephone: (+61) 8 9348 4000 Facsimile: (+61) 8 9214 2777 www.woodside.com.au Expo design: level 16, Woodside Plaza, (+61) 8 9348 7153