ASX Announcement‌‌‌‌‌‌‌

Thursday, 14 July 2016

ASX: WPL OTC: WOPEY

Woodside Petroleum Ltd.

ACN 004 898 962

Woodside Plaza

240 St Georges Terrace Perth WA 6000 Australia

www.woodside.com.au

WOODSIDE AGREES TO ACQUIRE CONOCOPHILLIPS' INTERESTS IN SENEGAL

Woodside has entered into a binding Purchase and Sale Agreement (PSA) with ConocoPhillips to acquire all of ConocoPhillips' interests in Senegal for the purchase price of US$350 million, based on an effective date of 1 January 2016, plus a completion adjustment of approximately US$80 million.

Under the PSA, Woodside will acquire 100% of the shares in ConocoPhillips Senegal B.V. which holds a 35% working interest in a Production Sharing Contract with the Government of Senegal covering three offshore exploration blocks, Rufisque Offshore, Sangomar Offshore and Sangomar Deep Offshore. The acquisition includes the option for Woodside to operate the future development of any resource.

The Production Sharing Contract includes the SNE and FAN deep water oil discoveries. SNE is one of the largest global deep water oil discoveries since 2014. Woodside estimates that the SNE discovery contains 560 MMbbl of recoverable oil (at the 2C confidence level, 100%).

Woodside CEO Peter Coleman said the acquisition aligned with the company's growth strategy by providing a significant position in an under explored and highly prospective emerging oil province. The SNE and FAN discoveries opened up the basin, and recently completed appraisal work has proven up high-quality resources.

"We are taking advantage of our balance sheet to acquire a world-class asset that fits well with our capabilities, offers significant future upside in exploration and line-of-sight to near term oil production.

"It builds on our agreement to acquire a 65% interest in the AGC Profond exploration block located to the south in the Senegal-Guinea Bissau joint development zone and extends our regional focus in West Africa.

"We look forward to working with the Government of Senegal and joint venture participants Cairn Energy, FAR Limited, and Petrosen, the Senegal National Oil Company, to progress the commercial development of SNE and any future discoveries.

"Woodside will bring to the joint venture expertise in deep water drilling, development and operation of subsea infrastructure and floating production storage and offloading vessels," he said.

Completion of the PSA is subject to satisfaction of customary conditions, including Government of Senegal approval and pre-emption and is targeting close by year-end 2016.

ConocoPhillips Senegal B.V. is a wholly owned subsidiary of the New York Stock Exchange listed ConocoPhillips (NYSE:COP).

Transaction details and notes

An investor pack containing notes on petroleum resource estimates forms part of this announcement.

Woodside agrees to acquire‌

ConocoPhillips' interests in Senegal

Investor Pack | 14 July 2016

Disclaimer and important notice

This presentation contains forward looking statements that are subject to risk factors associated with oil and gas businesses. It is believed that the expectations reflected in these statements are reasonable as at the date of this presentation but they may be affected by a variety of variables and changes in underlying assumptions which could cause actual results or trends to differ materially, including but not limited to: price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory developments, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates. Readers are cautioned not to place undue reliance on these forward looking statements. No representation is made or will be made that any forward looking statements will be achieved or will prove to be correct. We do not undertake to update or revise any forward looking statement, whether as a result of new information, future events or otherwise.

All references to dollars, cents or $ in this presentation are to US currency, unless otherwise stated. References to "Woodside" may be references to Woodside Petroleum Ltd. or its applicable subsidiaries.

Woodside agrees to acquire ConocoPhillips' interests in Senegal 2

Summary

Material interest in one of the largest global oil discoveries since 2014 with exploration upside

• Woodside agrees to acquire ConocoPhillips Senegal B.V.1, which holds a 35% interest in the 560 MMbbl (100%, 2C) SNE deep water oil discovery, for US$350 million

  • Net working interest of 196 MMbbls2 acquired at attractive price of ~2.20/bbl3

  • Development planning underway with line of sight to near term oil production

• World-class asset with significant future exploration upside

• Leverages our capabilities in deep water drilling, subsea infrastructure and FPSO vessels

• Builds regional position in Atlantic Margins through aggregated growth

• Effective date 1 January 2016; fully funded within existing ~US$2 billion liquidity buffer4

1. ConocoPhillips Senegal B.V. holds a 35% working interest in a Production Sharing Contract (PSC) with the Government of Senegal covering three exploration blocks, Rufisque Offshore, Sangomar Offshore and Sangomar Deep Offshore.

2. Net economic interest estimated at approximately 150 MMbbls. The ultimate net economic interest to Woodside is highly dependent on realised oil prices, Government participation rights, Government share of profits and royalties in the Production Sharing Contract and the outcome of future commercial arrangements. Refer to slide 9 "Woodside Contingent Resource estimate for SNE Discovery".

3. Based on acquisition price (including completion adjustment of ~US$80 million) and net working interest for Woodside Contingent Resource estimate of SNE Discovery.

4. As at 30 June 2016.

Woodside agrees to acquire ConocoPhillips' interests in Senegal 3