Dear Fellow Shareholders

April 8, 2024

On behalf of the Board of Directors of LyondellBasell Industries N.V. ("LYB" or the "Company"), we are pleased to present our 2024 proxyܥstatement.

DELIVERING STRONG FINANCIAL RESULTS

In 2023, LYB delivered resilient financial results amid challenging market conditions. We generated $4.9 billion in cash from operating activities and returned $1.8 billion to our shareholders through dividends and share repurchases, extending our track record of outstanding cash generation and strong returns.

IMPLEMENTING OUR NEW STRATEGY TO GROW SUSTAINABLE VALUE

Last year, we launched our threeટpillar strategy to create a more profitable and sustainable growth engine for LYB. Our strategy focuses on three key initiatives:

  • Growing and upgrading the core;
  • Building a profitable Circular and Low Carbon Solutions ("CLCS") business; and
  • Stepping up performance and culture.

One year after launch, we are making significant progress on each pillar. In March 2023, we successfully started up the world's largest propylene oxide (PO) and tertiary butyl alcohol (TBA) unit in Texas, which enables us to meet the growing demand for essential products. In early 2024 we entered into an agreement for a new propylene and polypropylene joint venture in Saudi Arabia. This year, we will continue to focus on efficiently growing and upgrading our core and expect to close the sale of our ethylene oxide and derivatives business. Following our final investment decision in 2023, we will also move forward on engineering and construction of our first advanced recycling plant using LYB's proprietary MoReTec technology.

Throughout the year, our CLCS business built strong foundations to secure feedstock supply, expand our recycling footprint, and develop scalable recycling technologies to support the reduction of plastic waste in the environment. In addition, we formed joint ventures to build plastics recycling infrastructure in Europe, Asia, and North America. We also achieved nearly 90% of our goal to procure half of our electricity from renewable sources and issued our inaugural green bond to help advance LYB's longટterm sustainability goals.

We are stepping up performance and culture with our Value Enhancement Program (VEP), which helped us double our original target for recurring annual EBITDA in 2023. Our new brand identity, revealed in October 2023, visually expresses our commitment and alignment to our strategy and purpose.

Amid these big changes, we remain committed to our GoalZERO safety culture. In 2023, we extended our industryટleading safety record with a total recordable incident rate of 0.139 and a process safety incident rate of 0.035. We are proud that 60 of our manufacturing sites achieved GoalZERO, and 67 manufacturing sites were injuryટfree.

ELECTING A DIVERSE AND QUALIFIED BOARD

The Board is pleased to introduce our new director nominee, Bridget Karlin, the Senior Vice President of Information Technology, Services & Operations, at Kaiser Permanente, one of the largest notટforટprofit health care systems in the U.S. Ms. Karlin brings over 30 years of experience in enterpriseટwide digital technology to our Board. If each of our nominees is elected, four of our twelve directors will be women and fifty percent of our Board will be gender, ethnically, or racially diverse.

SHAREHOLDER VOTING

Your vote is important, and we encourage you to cast your vote as soon as possible to ensure your shares are represented at the meeting. Thank you for your investment in LYB.

$4.9B

CASH FROM

OPERATING

ACTIVITIES

$1.8B

RETURNED TO SHAREHOLDERS

JACQUES AIGRAIN

PETER VANACKER

Chair of the Board

CEO

3

About LyondellBasell

We are LyondellBasell - a leader in the global chemical industry creating solutions for everyday sustainable living. Through advanced technology and focused investments, we are enabling a circular and low carbon economy.

Across all we do, we aim to unlock value for our customers, investors and society. As one of the world's largest producers of polymers and a leader in polyolefin technologies, we develop, manufacture and market highટquality and innovative products for applications ranging from sustainable transportation and food safety to clean water and quality healthcare.

Our Purpose

Creating solutions for everyday sustainable living

Our Values

Our values provide grounding in behaviors that ensure our team is achieving company objectives through a shared, unifying culture of commitment and purpose.

We champion people

We put people at the heart of everything we do by embracing a diverse, equitable, and inclusive culture, adopting a customerટcentric lens, and being safetyટminded.

We strive for excellence

We relentlessly raise the bar by feeling empowered to take ownership, promoting collaborative ways of working, and being passionate about our impact on the world.

We shape the future

We remain on the cuttingટedge by initiating environmentally conscious decisions, spurring creative solutions, and cultivating a pioneering mindset.

Our Commitments

We're committed to delivering unique products and services in the following ways:

Sustainabilityટfocused innovation

We redefine our industry by developing circular and low carbon products and technologies at scale and championing chemistry as a sustainable solution for our planet.

Outsideટin perspective

We develop a deep understanding of emerging trends, endટmarkets, and consumer needs to stay one step ahead, create meaningful value, and lead our customers forward.

Everટbetter performance

As an inventor and leader in chemistry, we apply our combined expertise to elevate our performance and develop extraordinary, highટquality products.

Impactful collaboration

We foster relationships across the entire value chain to successfully solve global challenges, create better outcomes, and amplify our impact on the communities we serve.

2023 Company Snapshot

100+

20

~6,200

~20,300

countries where our

countries with manufacturing

patents and patent

employees globally

products are sold

sites and joint ventures

applications worldwide

#1

#1

#2

#2

largest producer of

largest producer of

largest producer of

largest producer of

polyethylene (PE) and

oxyfuels worldwide

PP worldwide

propylene oxide (PO)

polypropylene (PP) in Europe

worldwide

4

Notice of and Agenda for 2024 Annual General Meeting of Shareholders

MEETING INFORMATION

FRIDAY, MAY 24, 2024

SHERATON HOTEL

8:00 a.m. Local Time

Schiphol Airport, Schiphol Blvd. 101

1118 BG, Amsterdam, the Netherlands

ITEMS OF BUSINESS

  1. Elect our Board of Directors;
  2. Discharge our directors from liability in connection with the exercise of their duties during 2023;
  3. Adopt our 2023 Dutch statutory annual accounts;
  4. Appoint the external auditor for our 2024 Dutch statutory annual accounts;
  5. Ratify the appointment of our independent registered public accounting firm;
  6. Provide an advisory vote on our executive compensation (sayટonટpay);
  7. Authorize the repurchase of up to 10% of our issued share capital; and
  8. Approve the cancellation of all or a portion of the shares held in our treasury account.

We will also discuss our corporate governance, dividend policy, and executive compensation program.

By order of the Board,

CHARITY R. KOHL

Corporate Secretary

April 8, 2024

HOW TO VOTE

Your vote is important. You are eligible to vote if you are a shareholder of record at the close of business on April 26, 2024.

ONLINE

BY MOBILE DEVICE

BY PHONE

BY MAIL

Visit the website

Scan this QR code to vote with

Call the telephone number on

Sign, date and return your

on your proxy card

your mobile device

your proxy card

proxy card in the

enclosed envelope

IN PERSON

Attend the annual meeting in person. See page 93

If you are a registered shareholder, you may vote online at www.proxyvote.com, by telephone, or by mailing a proxy card. If you hold your shares through a bank, broker, or other institution, you may vote your shares through the method specified on the voting instruction form provided to you. You may also attend the annual general meeting in person. If you intend to attend the meeting, notice must be given to the Company on or before May 17, 2024. See page 93 for more information.

Important Notice Regarding Availability of Proxy Materials for the 2024 Annual General Meeting

This proxy statement and our 2023 annual report to shareholders are available on our website at www.LyondellBasell.com by clicking "Investors," then "Company Reports." This proxy statement is first being mailed and delivered electronically to shareholders on or about April 8, 2024. If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please see page 94 for instructions. This approach can provide information to you more conveniently, while reducing the environmental impact of our annual general meeting and helping to reduce our distribution costs.

5

TABLE OF CONTENTS

Proxy Statement Summary

7

Item 1. Election of Directors

10

Corporate Governance

19

Director Compensation

38

Item 2. Discharge of Directors from Liability

40

Item 3. Adoption of Dutch Statutory Annual Accounts

40

Item 4. Appointment of PricewaterhouseCoopers Accountants N.V. As The Auditor of our Dutch Statutory An-

nual Accounts

41

Item 5. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting

Firm

41

Item 6. Advisory Vote on Executive Compensation (SayટOnટPay)

44

Compensation Discussion and Analysis

46

Compensation Committee Report

64

Compensation Tables

65

Potential Payments Upon Termination or Change in Control

74

Equity Compensation Plan Information

78

CEO Pay Ratio

79

Pay Versus Performance

80

Item 7. Authorization to Conduct ShareܥRepurchases

84

Item 8. Cancellation of Shares

85

Securities Ownership

86

Questions and Answers about the Annual General Meeting

90

Appendix A: Reconciliation of NonટGAAP Financial Measures

95

FORWARDટLOOKING STATEMENTS

The statements in this proxy statement relating to matters that are not historical facts are forwardટlooking statements. These forwardટlooking statements are based upon assumptions of management of LYB which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. When used in this proxy statement, the words "estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "should," "will," "expect," and similar expressions are intended to identify forwardટlooking statements, although not all forwardટlooking statements contain such identifying words. Actual results could differ materially based on factors including, but not limited to, our ability to attract and retain a highly skilled and diverse workforce; actions taken by customers, suppliers, regulators, and others in response to increasing concerns about the environmental impact of plastic in the environment or other general sustainability initiatives; our ability to meet our sustainability goals, including the ability to operate safely, increase production of recycled and renewableટbased polymers to meet our targets and forecasts, and reduce our emissions and achieve net zero emissions by the time set in our goals; our ability to procure energy from renewable sources; our ability to build a profitable Circular and Low Carbon Solutions business; our ability to successfully implement initiatives identified pursuant to our Value Enhancement Program and generate anticipated earnings; water scarcity and quality; the pace of climate change and legal or regulatory responses thereto; and technological developments, and our ability to develop new products and process technologies. Additional factors that could cause results to differ materially from those described in the forwardટlooking statements can be found in the "Risk Factors" sections of our Form 10ટK for the year ended December 31, 2023, which can be found at www.LyondellBasell.com on the Investor Relations page and on the Securities and Exchange Commission's website at www.sec.gov. There is no assurance that any of the actions, events or results of the forwardટlooking statements will occur, or if any of them do, what impact they will have on our results of operations or financial condition. Forwardટlooking statements speak only as of the date they were made and are based on the estimates and opinions of management of LYB at the time the statements are made. LYB does not assume any obligation to update forwardટlooking statements should circumstances or management's estimates or opinions change, except as required by law.

References to our website in this proxy statement are provided as a convenience, and the information on our website is not, and shall not be deemed to be a part of this proxy statement or incorporated into any other filings we make with the Securities and Exchange Commission.

6

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. The summary does not include all of the information you should consider before voting your shares, and we encourage you to read the full proxy statement carefully.

Annual General Meeting

Date and Time

Place

Record Date

Friday, May 24, 2024,

Sheraton Hotel, Schiphol Airport

Friday, April 26, 2024

8:00 a.m. Local Time

Schiphol Blvd. 101

1118 BG, Amsterdam, the Netherlands

Agenda and Voting Recommendations

Item

Board Recommendation

Page

1

Election of 12 directors

FOR all nominees

10

2

Discharge of directors from liability

FOR

40

3

Adoption of Dutch statutory annual accounts

FOR

40

4

Appointment of auditor of Dutch statutory annual accounts

FOR

41

5

Ratification of independent registered public accounting firm

FOR

41

6

Advisory vote on executive compensation (sayટonટpay)

FOR

44

7

Authorization to conduct share repurchases

FOR

84

8

Cancellation of shares

FOR

85

Corporate Governance Highlights

Annual election of directors

Board diversity (4 female director nominees and 2

ethnically/racially diverse director nominees)

Independent Board (11 of 12 director nominees)

Code of Conduct supported by whistleblower helpline and

robust compliance program

Independent Committees (100% of directors on

Board engagement on strategy, long range planning, and

each Board Committee are independent)

capital allocation

Independent Board Chair

Board oversight of enterprise risk management and

sustainability strategy

Executive sessions at each regularly scheduled

Regular succession planning for directors and executive

Board and Committee meeting

management with focus on talent development

Annual selfટassessments for the Board and

High director attendance and engagement, with average

each Committee

meeting attendance of 97% in 2023

Board refreshment supported by mandatory

Stock ownership guidelines for directors and executives and

retirement age and annual Board selfટassessments

policy against hedging and pledging the Company's shares

7

2024 Director Nominees

All Committee memberships shown in the table below will be effective following the 2024 annual general meeting, including Ms. Karlin's Committee memberships. For more information about our 2023 Committee membership, see "Board and Committee Information" on page 33.

Years of

Committee Memberships

Other

Public

Nominee

Age

Service

Independent

Audit C&TD NomGov HSE&S Finance

Boards

Jacques Aigrain

69

13

YES

2

Lincoln Benet

60

9

YES

1

Robin Buchanan

72

13

YES

0

Anthony (Tony) Chase

69

3

YES

3

Robert (Bob) Dudley

68

3

YES

1

Claire Farley

65

10

YES

2

Rita Griffin

61

1

YES

0

Michael (Mike) Hanley

58

6

YES

1

Virginia (Ginny) Kamsky

70

2

YES

1

Bridget Karlin

67

Nominee

YES

1

Albert Manifold

61

5

YES

1

Peter Vanacker

58

2

CEO

1

Chair

Member

Tenure

Age

Diversity Summary

5.6 years

Average tenure

64.8 years

Average age

50% Gender or Ethnically/ Racially Diverse Nominees

4/12

Women 33%

2/12

Ethnically/Racially Diverse 17%

0 to 4: 6

50ȭX

5 to 8: 2

60ȭX

More than 8: 4

70ȭX

Independence

Attendance

7/12

Non-U.S. or Dual Citizen 58%

11/12

Independent

Directors

97%

Meeting

Attendance

2 women

SERVING AS COMMITTEE CHAIRS

8

2023 Performance Overview

In 2023, LYB delivered resilient results and outstanding cash conversion. Despite economic uncertainty and pressure from new industry capacity and softer global demand, our businesses efficiently generated cash from a diverse business portfolio. We remain committed to a disciplined approach to capital allocation while advancing longટterm strategies that capture value and accelerate sustainable growth.

$2.1 B

$5.2 B

$1.8 B

Net Income

EBITDA

Returned To Shareholders

Ex. Identified Items*

  • See Appendix A for information about our nonટGAAP financial measures and a reconciliation of net income to EBITDA, including and excluding identified items. Identified items include adjustments for impairments and refinery exit costs.

CASH GENERATION

SAFETY

COST DISCIPLINE

Achieved robust cash generation driven by diverse business portfolio

Continued to focus on safe operations and emphasize our GoalZERO program

Committed to balanced and disciplined capital allocation to enhance value and growth

STRONG

Maintained a strong, investmentટgrade

BALANCE SHEET

balance sheet and ample liquidity

SHAREHOLDER

Delivered 13th consecutive year of

RETURNS

regular dividend growth

SUSTAINABILITY

Established our Green Financing

Framework and issued inaugural

green bond

2023 Executive Compensation Highlights

We are committed to a pay for performance philosophy, and our compensation programs align executive and shareholder interests by tying a significant amount of compensation to our financial, business, and strategic goals. Our Compensation and Talent Development ("C&TD") Committee continually monitors compensation best practices, the effectiveness of our compensation programs, and their alignment with our compensation philosophy. In 2023, challenging market conditions impacted EBITDA, but our strong performance on the environmental, social and governance (ESG) metrics and achievement of milestones under our Value Enhancement Program resulted in annual bonuses paying slightly above target. Our performance share units ("PSUs") granted in 2021 under our longટterm incentive program, with a threeટyear performance period ended December 31, 2023, earned 200% of target, reflecting the fact that our total shareholder returns ("TSR") fell in the top quartile of selected peers and our and free cash flow ("FCF") per share exceeded targets set by our C&TD Committee. For more information on our annual bonus performance metrics, see "2023 Executive Compensation Decisions in Detail" on page 53.

2023 Annual Bonus Payout

Business Results (60%)

ESG (30%)

Value Creation (10%)

Safety Performance

Sustainability

60%

20%

10%

10% Overall Payout

EBITDA

TRIR (50%)

Milestones

Milestones

Performance against

Injury Rate

- PPA execution

Achievement of

Adjusted EBITDA

PSIR (50%)

incremental EBITDA

Budget

- Produce and market

targets

Process Safety

recycled/renewable-

Incident Rate

based polymers

Result: 126% Payout

Result: 102% Payout

Result: 110% Payout

Result: 200% Payout

127%

9

Item 1

Election of Directors

The Board recommends that you vote FOR the election of each of the nominees to our Board of Directors.

The Board of Directors of LYB recommends that each of the twelve director nominees introduced below be elected to our Board, in each case for a term ending at our 2025 annual general meeting of shareholders. The nominees include eleven current directors, who were elected by shareholders at the 2023 annual general meeting, and new director candidate Bridget Karlin.

Our Board

Our goal is to have a Board that provides effective oversight of the Company through the appropriate balance of experience, expertise, skills, competencies, specialized knowledge, and other qualifications and attributes. Director candidates also must be willing and able to devote the time and attention necessary to engage in relevant, informed discussion and decisionટmaking. Our Nominating and Governance Committee focuses on Board succession planning and refreshment and is responsible for recruiting and recommending nominees to the full Board for election. The Committee considers the qualifications, contributions, and outside commitments of each current director, as well as the results of annual Board selfટassessments and management assessments, in determining whether he or she should be nominated for reelection. Many of our directors serve on the boards and board committees of other companies, and the Committee believes this service provides additional experience and knowledge that improve the functioning of our own Board. Our Board Profile, which is available on our website, provides general principles for the composition, expertise, background, diversity and independence of the Board and guides our Nominating and Governance Committee on the nomination and appointment of directors.

Our Board considers diversity a priority and seeks representation across a range of attributes, including race, gender, ethnicity, and nationality. In accordance with our Corporate Governance Guidelines, the Committee and any outside search firms engaged to assist in identifying potential director candidates include women and candidates from underrepresented populations in each pool from which a director candidate is selected. These recruitment efforts are evidenced by our current Board composition and the qualities and qualifications of our nominees. If each of our twelve director nominees for 2024 is elected, we will meet our goal of appointing at least oneટthird female directors.

Director Nominees' Independence, Tenure, Diversity, and Experience

Our director nominees provide the Board with a broad range of perspectives due to their diverse gender, race, ethnicity, nationality, age, and tenure profiles, as well as the qualifications and skills identified below. Each of the eleven nonટexecutive directors nominated to our Board is independent, and 50% of our director nominees are gender, ethnically or racially diverse. This section provides information on our director nominees for the 2024 annual general meeting. For more information about our current Board as of the date of this proxy statement, see "Board and Committee Information" on page 33.

Independence

Diversity Summary

Age

64.8 years average age

Gender or Ethnically/

8

11/12

50%Racially Diverse Nominees

4/12

Women 33%

Independent

2/12

Directors

2

2

Ethnically/Racially Diverse 17%

7/12

Non-U.S. or Dual Citizen 58%

50's

60's

70's

Tenure

5.6 years average tenure

6

4

2

0 to 4

5 to 8 More than 8

10

DIRECTOR EXPERIENCE AND EXPERTISE

INDUSTRY EXPERIENCE

Experience with and understanding of the chemicals and refining industries

HSE EXPERIENCE

Experience with social responsibility issues related to health, safety, and the environment

Aigrain

Benet

Buchanan Chase

Dudley

F arley

Griffin

Hanley

Kamsky

Karlin

Manifold

Vanacker

●

●

●

●

●

●

●

●

●

●

●

●

●

CORPORATE STRATEGY

Corporate strategy and strategic planning experience

MERGERS & ACQUISITIONS

Experience with mergers, acquisitions, and other strategic transactions

●

●

●

●

●

●

●

●

●

● ●

●

●

●

●

●

●

●

●

●

●

●

●

CORPORATE FINANCE

Financial expertise and experience with corporate finance

EXECUTIVE MANAGEMENT / CEO EXPERIENCE

Executive management experience with large or international organizations

CORPORATE GOVERNANCE

Knowledge of corporate governance issues applicable to companies listed on the NYSE

RISK MANAGEMENT

Experience identifying, managing, and mitigating key enterprise risks

● ● ● ● ● ● ● ● ● ●

● ● ● ● ● ● ● ● ● ● ● ●

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●

PUBLIC COMPANY DIRECTOR

Service on the boards of other public companies

HUMAN CAPITAL MANAGEMENT

Experience and expertise related to human resources, talent, diversity, and culture

INFORMATION SYSTEMS AND SECURITY Experience with cybersecurity systems and processes that protect the storage of information

TECHNOLOGY AND INNOVATION

Experience with technologyટrelated business or emerging technology trends

PUBLIC POLICY AND COMPLIANCE

Government relations, legal, regulatory compliance and/ or public policy experience

●

● ● ● ● ● ● ● ● ● ● ●

● ● ● ● ● ● ● ● ● ● ●

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●

DIVERSITY AND DEMOGRAPHICS

Race/Ethnicity

African American or Black Alaskan Native or American Indian Asian

Caucasian or White

Hispanic or Latino

Native Hawaiian or Pacific Islander

Gender

Male

Female

●

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11

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Disclaimer

LyondellBasell Industries NV published this content on 05 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2024 13:37:06 UTC.