Calculation of award

An executive’s award will be based upon two equally weighted components; individual performance against challenging KPIs and

the company’s performance against the corporate scorecard. This results in an individual performance factor (IPF) which ranges

from 0 to 1.6 for executive KMP. These targets are designed to promote short- and long-term shareholder value. Performance

against individual KPIs is assessed by the Board in the case of the CEO, and by the CEO and the Human Resources & Compensation

Committee in the case of other executive KMP. Meeting these targets means the CEO and executive KMP are eligible for their target

EIS allocation, subject to individual performance. Exceeding targets may result in an increase to award, whereas under performance

will result in a reduction in award. The minimum award that an executive can receive is zero if the initial performance conditions are

not achieved. The decision to pay or allocate any EIS award is subject to the overriding discretion of the Board, which may adjust

outcomes in order to better reflect shareholder expectations, and company or management performance.

period. The second tranche is 30% of the award and subject to a five-year deferral period. There are no further performance

conditions attached to these awards. This element creates a strong retention proposition for executives as vesting is subject

to employment not being terminated with cause or by resignation during the deferral period. The deferral ensures that awards

remain subject to fluctuations in share price across the three and five-year periods, which is intended to reflect the sustainability of

performance over the medium- and long-term and support increased alignment between executives and shareholders.

Performance Rights

The Performance Rights are divided into two portions with each portion subject to a separate RTSR performance hurdle tested over a five-

year period. Performance is tested after five years as Woodside operates in a capital intensive industry with long investment timelines. It is

imperative that executives take decisions in the long-term interest of shareholders, focused on value creation across the commodity price

cycles of the oil and gas industry. Our view is that RTSR is the best measure of long-term value creation across the commodity price cycle

and are not retested.

Vesting between the 50th and 75th percentile points is on a pro rata basis.

Target variable opportunity for 2018

Each executive is given a target VAR opportunity and a maximum VAR opportunity which is a percentage of the executive's FAR. The

opportunities for 2018 are outlined below.