UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

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LyondellBasell Industries N.V.

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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 proxy statement. 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 three-pillar 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 long-term 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 industry-leading 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 injury-free. 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 not-for-profit health care systems in the U.S. Ms. Karlin brings over 30 years of experience in enterprise-wide 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.			Title of each class of securities to which transaction applies: $4.9B   CASH FROM OPERATING  ACTIVITIES $1.8B RETURNED TO  SHAREHOLDERS
JACQUES AIGRAIN Chair of the Board	PETER VANACKER CEO		2)

Notice of and Agenda for 2024 Annual General Meeting of Shareholders

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

Who Can Vote:HOW TO VOTE		Your vote is important. You canare eligible to vote if you are a shareholder of record asat the close of business on April 13, 201626, 2024.
ONLINE Visit the website on your proxy card	BY MOBILE DEVICE Scan this QR code to vote with your mobile device	BY PHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card in the enclosed envelope	IN PERSON Attend the annual meeting in person. See page 93
Voting by Proxy:						YouIf you are a registered shareholder, you may submit your proxy over the internet;vote online at www.proxyvote.com, by telephone, or by mail.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 revoke youralso 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 any time before the votewww.LyondellBasell.com by clicking “Investors,” then “Company Reports.” This proxy statement is taken by following the instructionsfirst 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 proxy statement.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.

		Amanda K. Maki
March 25, 2016		Secretary to the Supervisory Board

Table of Contents

TABLE OF CONTENTS

Supervisory BoardProxy Statement Summary	7
Item 1. Election of Directors			4	10
Corporate Governance Matters and Communications with the Supervisory Board			4	19
Board Leadership StructureDirector Compensation			5	38
Role in Risk Oversight Item 2. Discharge of Directors from Liability			5	40
Independence of Supervisory Board Members			6
Meetings and Board Committees			8
Audit Committee Report			8
Compensation Committee Report			10
Compensation Committee Interlocks and Insider Participation			10
Dutch Corporate Governance Code			12
Related Party Transactions			14
Compensation of the Members of the Supervisory Board			14
Election of Supervisory Board Directors (Item 1 on the Proxy Card)			16
Supervisory Directors Not Standing for Election			18
Information about the Management Board			20
Election of Managing Directors (Item 2 on the Proxy Card)			21
Security Ownership of Management			24
Persons Owning More than 5% of LyondellBasell Shares			25
Section 16(a) Beneficial Ownership Reporting Compliance			25
Executive Compensation			26
Compensation Discussion and Analysis			27
Item 3. Adoption of Dutch Statutory Annual Accounts for 2015 (Item 3 on the Proxy Card)			60	40
Discharge from Liability Item 4. Appointment of MembersPricewaterhouseCoopers Accountants N.V. As The Auditor of the Management Board (Item 4 on the Proxy Card)our Dutch Statutory Annual Accounts			60	41
Discharge from Liability of Members of the Supervisory Board (Item 5 on the Proxy Card)			60
Item 5. Ratification of PricewaterhouseCoopers LLP as theour Independent Registered Public Accounting Firm (Item 6	41
Item 6. Advisory Vote on Executive Compensation (Say-On-Pay)	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 Share Repurchases	84
Item 8. Cancellation of Shares	85
Securities Ownership	86
Questions and Answers about the Annual General Meeting	90
Appendix A: Reconciliation of Non-GAAP Financial Measures	95

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

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 (say-on-pay)			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 each Board Committee are independent)			Board engagement on strategy, long range planning, and capital allocation
	Independent Board Chair			Board oversight of enterprise risk management and sustainability strategy
	Executive sessions at each regularly scheduled Board and Committee meeting			Regular succession planning for directors and executive management with focus on talent development
	Annual self-assessments for the Board and each Committee			High director attendance and engagement, with average meeting attendance of 97% in 2023
	Board refreshment supported by mandatory retirement age and annual Board self-assessments			Stock ownership guidelines for directors and executives and policy against hedging and pledging the Company’s shares

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.

Nominee			Age	Years of Service	Independent		Committee Memberships						Other Public Boards
							Audit	C&TD	NomGov	HSE&S	Finance
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

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 long-term strategies that capture value and accelerate sustainable growth.

	CASH GENERATION		Achieved robust cash generation driven by diverse business portfolio			STRONG BALANCE SHEET		Maintained a strong, investment-grade balance sheet and ample liquidity
	SAFETY		Continued to focus on safe operations and emphasize our GoalZERO program			SHAREHOLDER RETURNS		Delivered 13th consecutive year of regular dividend growth
	COST  DISCIPLINE		Committed to balanced and disciplined capital allocation to enhance value and 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 long-term incentive program, with a three-year 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.

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 decision-making. 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 self-assessments 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 one-third 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 non-executive 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.

DIRECTOR EXPERIENCE AND EXPERTISE

INDUSTRY EXPERIENCE Experience with and understanding of the chemicals and refining industries

61

Independent Registered Public Accounting Firm Fee InformationHSE EXPERIENCE Experience with social responsibility issues related to health, safety, and the environment

61

AppointmentCORPORATE 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 PricewaterhouseCoopers Accountants N.V. as the Auditor for the Dutch Statutory Annual Accounts (Item 7corporate governance issues applicable to companies listed on the Proxy Card)NYSE

RISK MANAGEMENT Experience identifying, managing, and mitigating key enterprise risks

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

62

RatificationINFORMATION SYSTEMS AND SECURITY  Experience with cybersecurity systems and Approvalprocesses that protect the storage of Dividend in Respect of the 2015 Fiscal Year (Item 8 on the Proxy Card) and Discussion of Dividend Policyinformation

62

Advisory (Non-Binding) Vote Approving Executive Compensation (Item 9 on the Proxy Card)TECHNOLOGY AND INNOVATION  Experience with technology-related business or emerging technology trends

63

PUBLIC POLICY AND COMPLIANCE  Government relations, legal, regulatory compliance and/or public policy experience

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

Director Nominations

2024 Nominees to the Board

On the recommendation of the Nominating and Governance Committee, the Board has nominated each of the eleven directors elected by shareholders at our 2023 annual general meeting and one new director nominee, Bridget Karlin. In evaluating these nominees, the Nominating and Governance Committee considered the Board’s 2023 director self-assessments and management evaluations, as well as each nominee’s background and skill set. These twelve individuals have a diverse array of expertise, experience, and leadership skills that support the Company’s strategy evolution. Each nominee has consented to serve as a director if elected. 

We introduce our twelve nominees below. All Committee memberships shown in this section will be effective following the 2024 annual general meeting. For more information about our current Board and Committee membership as of the date of this proxy statement, see “Board and Committee Information” on page 33.

Jacques Aigrain, 69 French-Swiss Non-Executive Director since 2011; Chair since 2018 INDEPENDENT Committees  •  Audit Committee •  Nominating and Governance Committee •  Finance Committee

Lincoln Benet, 60 American-British Non-Executive Director since 2015 INDEPENDENT Committees  •  Nominating and Governance Committee  •  Finance Committee (Chair)

Robin Buchanan, 72 British Non-Executive Director since 2011 INDEPENDENT Committees •  Health, Safety, Environmental, and Sustainability (“HSE&S”) Committee •  Nominating and Governance Committee

Anthony (Tony) Chase, 69 American Non-Executive Director since 2021 INDEPENDENT Committees •  Audit Committee •  C&TD Committee

Robert (Bob) Dudley, 68 American-British Non-Executive Director since 2021 INDEPENDENT Committees •  Finance Committee •  HSE&S Committee

Claire Farley, 65 American Non-Executive Director since 2014 INDEPENDENT Committees  •  Audit Committee •  Nominating and Governance Committee (Chair)

Rita Griffin, 61 American Non-Executive Director since 2023 INDEPENDENT Committees  •  C&TD Committee •  HSE&S Committee (Chair)

Michael (Mike) Hanley, 58 Canadian Non-Executive Director since 2018 INDEPENDENT Committees  •  Audit Committee (Chair) •  Finance Committee

Virginia Kamsky, 70 American Non-Executive Director since 2022 INDEPENDENT Committees  •  C&TD Committee  •  HSE&S Committee

Bridget Karlin, 67 American Non-Executive Director Nominee INDEPENDENT Committees  •  Audit Committee •  Nominating and Governance Committee

Albert Manifold, 61 Irish Non-Executive Director since 2019 INDEPENDENT Committees  •  C&TD Committee (Chair) •  HSE&S Committee

Peter Vanacker, 58 Belgian-German Executive Director since 2022

Corporate Governance 

LYB recognizes the importance of good corporate governance as a driver of long-term stakeholder value. Our Board has adopted, and regularly reviews and strives to improve upon, LYB’s robust corporate governance policies, practices, and procedures with consideration given to regulatory developments and evolving U.S. and Dutch governance best practices.

LyondellBasell Industries N.V.

PROXY STATEMENTOur governance guidelines and policies, including those listed below, are available on our website at www.LyondellBasell.com by clicking either (i) “Investors,” then “Corporate Governance” and “Board of Directors” or (ii) “Sustainability,” then “Reporting.”

ABOUT THE ANNUAL MEETING

	Corporate Governance Guidelines		Rules for the Board of Directors
	Articles of Association		Committee Charters
	Code of Conduct		Board Profile
	Financial Code of Ethics		Tax Strategy Disclosure
	Conflict Minerals Policy		Human Rights Policy
	Human Trafficking and Anti-Slavery Statement		Supplier Code of Conduct
	Health, Safety, Environment, Security Policy		Stakeholder Engagement Policy

Director Independence

Who is soliciting my vote?

The SupervisoryOur Board annually reviews the independence of Directors is soliciting your vote atits members. In February 2024, the 2016 Annual General MeetingBoard affirmatively determined that all of LyondellBasell Industries shareholders.

Whyour non-executive directors and director nominees are these matters being submitted for voting?

In accordance with Dutch law andindependent under the rules and regulations of the New York Stock Exchange (the “NYSE”) and the U.S. Securities and Exchange Commission (the “SEC”), we are required to submit certain items for the approval of our shareholders. Under Dutch law, several matters that are within the authority of the board of directors under most U.S. state corporate laws require shareholder approval. Additionally, Dutch governance provisions require certain topics for discussion at the annual general meetings of shareholders that are not subject to a shareholder vote..

The adoption of our annual accounts, the discharge from liability of members of our Management and Supervisory Boards, the appointment of PwC to audit our Dutch annual accounts, the approval of dividends, and the authorization to repurchase shares all are items that we are required to submit to shareholders by reason of our being incorporated under Dutch law.

How does the Board recommend that I vote my shares?

The Supervisory Board recommends voting “FOR” all of the items presented in this proxy statement.

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Supervisory Board of Directors.

Who is entitled to vote?

You may vote if you are the record owner of LyondellBasell shares as of the close of business on April 13, 2016. Each share is entitled to one vote. As of March 3, 2016, we had 430,449,954 shares outstanding and entitled to vote.

How many votes must be present to hold the meeting?

Your shares are counted as present at the Annual Meeting if you attend the meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. There are no quorum requirements under Dutch law. As a result, we may hold our meeting regardless of the number of shares that are present in person or by proxy at the meeting.

How many votes are needed to approve each of the proposals?

Pursuant to our Articles of Association, the nominations by the Supervisory Board of individuals to the Supervisory Board are binding on shareholders unless 2/3 of the votes cast, representing 50% of our issued share capital, vote against the nominees. This means that Supervisory Board nominees will be elected unless the votes against them constitute 2/3 of the votes representing 50% of our issued share capital.

All other proposals submitted, including the election of the members of the Management Board, require a majority of the votes cast “FOR” the proposal in order to be approved.

How do I vote?

You can vote eitherin person at the meeting orby proxy without attending the meeting.

To vote by proxy, you must vote over the internet, by telephone or by mail. Instructions for each method of voting are on the proxy card.

If you hold your LyondellBasell shares in a brokerage account (that is, you hold your shares in “street name”), your ability to vote by telephone or over the Internet depends on your broker’s voting process. Please follow the directions on your proxy card or voter instruction form carefully.

Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. If you plan to vote in person at the Annual Meeting and you hold your LyondellBasell shares in street name, you must obtain a proxy from your broker and bring that proxy to the meeting.

Can I change my vote?

Yes. You can change or revoke your vote at any time before the polls close at the Annual Meeting. You can do this by:

Who counts the votes?

We have hired Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast by ballot.

Will my shares be voted if I don’t provide my proxy and don’t attend the Annual Meeting?

If you do not provide a proxy or vote your shares held in your name, your shares will not be voted.

If you hold your shares in street name, your broker may be able to vote your shares for certain “routine” matters even if you do not provide the broker with voting instructions. We believe that, pursuant to NYSE rules, only the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016 is considered to be a routine matter. Therefore, without instructions from you, the broker may not vote on any proposals other than the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016.

What is a broker non-vote?

If a broker does not have discretion to vote shares held in street name on a particular proposal and does not receive instructions from the beneficial owner on how to vote those shares, the broker may return the proxy card without voting on that proposal. This is known as abroker non-vote.Broker non-votes will have no effect on the vote for any matter properly introduced at the meeting.

What if I return my proxy but don’t vote for some of the matters listed on my proxy card?

If you return a signed proxy card without indicating your vote, your shares will be voted “FOR” all matters for which you did not vote.

How are votes counted?

For all proposals other than the election of Supervisory Directors and Managing Directors, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” For the election of Supervisory Directors and Managing Directors, you may vote “FOR,” “AGAINST,” or “WITHHOLD”. A vote to abstain or withhold does not count as a vote cast, and therefore will not have any effect on the outcome of matters.

Could other matters be decided at the Annual Meeting?

We are not aware of any other matters to be presented at the meeting. For matters to be properly brought before the Annual Meeting, they must be included in the meeting agenda. Discretionary authority to vote on other matters is included in the proxy designation.

Who can attend the meeting?

The Annual Meeting is open to all LyondellBasell shareholders. However, if you would like to attend the meeting, you must inform us in writing of your intention of doing so prior to May 4, 2016. The notice may be emailed to investors@lyondellbasell.com. Admittance of shareholders will be governed by Dutch law.

What is the cost of this proxy solicitation?

The Company will pay the cost of soliciting proxies. Our Supervisory Directors, officers and employees may solicit proxies by mail, by email, by telephone or in person for no additional compensation. We will also request banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries to forward solicitation materials to the beneficial owners of common stock held of record by those entities, and we will, upon the request of those record holders, reimburse reasonable forwarding expenses. We will pay the costs of preparing, printing, assembling and mailing the proxy materials used in the solicitation of proxies. In addition, we have retained Alliance Advisors, LLC to assist in the solicitation of proxies for a fee of $15,000, plus reasonable expenses.

Why did my household receive a single set of proxy materials?

SEC rules permit us to deliver a single copy of an annual report and proxy statement to any household at which two or more shareholders reside, if we believe the shareholders are members of the same family. This benefits both you and the Company, as it eliminates duplicate mailings that shareholders living at the same address receive and it reduces our printing and mailing costs. This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus or information statements. Each shareholder will continue to receive a separate proxy card or voting instruction card.

If you prefer to receive your own copy now or in future years, please request a duplicate set by phone at (800) 579-1639, through the Internet atwww.proxyvote.com, or by email atsendmaterial@proxyvote.com. If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing shareholders to consent to such elimination, or through implied consent if a shareholder does not request continuation of duplicate mailings. Since not all brokers and nominees may offer shareholders the opportunity this year to eliminate duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings to your household.

SUPERVISORY BOARD OF DIRECTORS

Corporate Governance Matters

The Nominating & Governance Committee and our Supervisory Board review the Company’s governance structure to take into account changes in Dutch law, SEC and NYSE rules, as well as current best practices.

Our Corporate Governance Guidelines and our Code of Conduct are posted on the Company’s Internet site under the “Corporate Governance” caption of the “Investor Relations” tab and are available in print upon request. The Guidelines address the following matters, among others: Supervisory Director qualifications, Supervisory Director responsibilities, Supervisory Board committees, Supervisory Director access to officers, employees and independent advisors, Supervisory Director compensation, Supervisory Board performance evaluations, Supervisory Director orientation and continuing education, and Chief Executive Officer evaluation and succession planning.

Our Supervisory Board is divided into three classes, each consisting of one-third of the total number of the members of the Supervisory Board. Messrs. Aigrain, Benet and Smith and Ms. Dicciani are each Class III Supervisory Directors whose terms expire at the Annual Meeting. Mr. Benet was appointed as a Class III director by our Supervisory Board in June 2015 upon a nomination by Access Industries, which owns more than 18% of our shares, pursuant to a Nomination Agreement between the company and Access. Our Supervisory Board has nominated each of Messrs. Aigrain, Benet and Smith and Ms. Dicciani for election or re-election by shareholders, as applicable.

Communications with the Supervisory Board and Shareholder Proposals

The Supervisory Board maintains a process for shareholders and interested parties to communicate with the Board. Shareholders and interested parties may write or call our Supervisory Board by contacting our Corporate Secretary, as provided below:

Communications are distributed to the Supervisory Board or to any individual Supervisory Director or Supervisory Directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, certain items that are unrelated to the duties and responsibilities of the Supervisory Board are excluded, such as: business solicitations or advertisements; junk mail and mass mailings; new product suggestions; product complaints; product inquiries; resumes and other forms of job inquiries; spam; and surveys. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any communication that is filtered out is made available to any Supervisory Director upon request.

Under our Articles of Association, as amended, one or more shareholders representing solely or jointly at least 1% of our issued share capital or whose shares represent a value of €50 million or more can request the Supervisory Board to place a matter on the agenda for an annual meeting of shareholders, provided that such request is received by the Company at least 60 days before the date of the meeting. Additionally, pursuant to shareholder proposal rules issued by the SEC, if a shareholder wishes to propose a matter for inclusion in our proxy materials for consideration at our 2017 annual meeting of shareholders, subject to our Articles of Association, Dutch law and certain shareholder requirements set forth in the rules of the SEC, the proposal should be mailed by certified mail return receipt requested to the Corporate Secretary at the address set forth above and must be received by the Corporate Secretary on or before November 28, 2016.

Board Leadership Structure

We have a two-tiered board, a common structure for Dutch public companies. The two boards include a Management Board, responsible for the management of the Company, and a Supervisory Board, responsible for the general oversight of the Management Board. Only executive officers of the Company may serve on the Management Board and only non-employees of the Company may serve on the Supervisory Board. Our Articles of Association provide that our Chief Executive Officer (“CEO”) shall serve as the Chairman of the Management Board. The following individuals are the current members of our Management Board:

At the Annual Meeting, we are requesting shareholders to elect each of the following executive officers as members of our Management Board:

More information about the Management Board and Mr. Aebischer, Mr. Coombs and Mr. Guilfoyle may be found under “Election of Managing Directors” on page 21 of this proxy statement.

The principal responsibility of the Management Board is the overall management of the Company. This means, among other things, that the Management Board is responsible for implementing LyondellBasell’s aims and strategy, managing the Company’s associated risk profile, overseeing the operation of the business and addressing corporate responsibility issues relevant to the enterprise.

The principal responsibility of the Supervisory Board is overseeing the policies of the Management Board and the general course of business and related business enterprises. Robert G. Gwin is the Chairman of the Supervisory Board.

Our two-tier board structure allows our executive officers to focus on managing our day-to-day business, including achieving our aims, strategy and risk profile, and results of operations. It also allows Mr. Gwin, as non-executive Chairman of the Supervisory Board, to lead the Supervisory Board in its fundamental role of supervising the policies of the Management Board. We believe this separation of responsibilities is appropriate for LyondellBasell because of the scope and complexity of the Company’s operations. We also believe the separation of CEO and Chairman of the Supervisory Board is a corporate governance best practice.

Role in Risk Oversight

While the Company’s Management Board is responsible for the risk profile of the Company and managing the day-to-day risks to the Company, the Supervisory Board has broad oversight as it relates to risk management. In this oversight role, the Supervisory Board is responsible for satisfying itself that the risk management processes designed and implemented by the Company’s management are functioning and that necessary steps are taken to foster a culture of risk-adjusted decision-making throughout the organization. The Company believes that its leadership structure is conducive to sound risk management, and that the Supervisory Board’s involvement is appropriate to ensure effective oversight.

The primary means by which our Supervisory Board oversees our risk management structures and policies is through its regular communications with management. At each Supervisory Board meeting, executive officers

are asked to report to the Supervisory Board and, when appropriate, specific committees. Additionally, other members of management and employees periodically attend meetings and present information. One purpose of these presentations is to provide direct communication between members of the Supervisory Board and members of management. The presentations provide the Supervisory Board with the information necessary to understand the risk profile of the Company, including information regarding the specific risk environment, exposures affecting the Company’s operations and the Company’s plans to address such risks. In addition to information regarding general updates to the Company’s operational and financial condition, members of management report to the Supervisory Board about the Company’s outlook and forecasts, and any impediments to meeting those or its pre-defined strategies generally. These direct communications allow the Supervisory Board to assess the evaluation and management of the Company’s day-to-day risks.

In carrying out its oversight responsibility, the Supervisory Board has delegated to individual Supervisory Board committees certain elements of its oversight function.

The Company has an enterprise risk management function, with a group of employees dedicated to enterprise-wide risk management activities. The Management Board is responsible for overseeing the risk management programs of the Company generally, including approving risk tolerances, evaluating whether they are aligned with the Company’s strategic goals, and defining the overall risk profile of the Company. The Management Board has delegated to a Risk Management Committee the authorization to review and approve transactions that are in furtherance of the strategies as approved by the Management Board. The standing members of the Risk Management Committee include the Company’s CEO, CFO and Chief Legal Officer. Through a variety of policies and procedures, business leaders are required to identify, monitor, mitigate and report on risks under the supervision of the Management Board, which requires risk management plans from each business segment.

The results of the risk management processes and updates on materials risks are reported to the Supervisory Board and its Committees. In addition, the Audit Committee is responsible for ensuring that an effective risk assessment process is in place, and reports are made to the Audit Committee in accordance with NYSE requirements.

Independence of Supervisory Board Members

The Supervisory Board has determined that all twelve Supervisory Directors are independent in accordance with the NYSE listing standards.

To assist in determining independence, the Supervisory Board adopted categorical standards of Supervisory Director independence whichthat meet, orand in some instances exceed, the requirements of the NYSE. TheseIn order to qualify as independent under our categorical standards, specify certain relationships thata director must be avoideddetermined to allow forhave no material relationship with LYB other than as a finding of independence.director. The categorical standards our Supervisory Board uses in determininginclude strict guidelines for non-executive directors and their immediate families regarding employment or affiliation with LYB and its independent registered public accounting firm. Our categorical independence standards are included in our Corporate Governance Guidelines, which can be found on our website at www.lyb.com.Guidelines.

In July 2015, the Supervisory Board amended the categorical standards to remove two specific relationships that previously barred a finding of independence. These two relationships include: any director who (i) holds at least ten percent of the shares in the Company (including shares held by natural persons or legal entities which cooperate with him under an express or tacit, oral or written agreement); and/or (ii) is a member of the management board or supervisory board, or is a representative in some other way, of a legal entity which holds at least ten percent of the shares in the Company, unless such entity is a member of the same group as the Company. These relationships originally were included in the categorical standards to be consistent with the Dutch Corporate Governance Code (compliance with which is in accordance with the “apply-or-explain” principle and is applicable to the Company as a Dutch incorporated entity) and because of historical relationships certain large shareholders had with the Company’s predecessor before it became a listed Company. The Supervisory Board deleted these provisions after determining, consistent with the commentary to the NYSE’s listing standards, that share ownership, alone, is no longer an appropriate bar to a finding of independence. For more information on the Company’s application of the Dutch Corporate Governance Code, see “Dutch Corporate Governance Code.”

The Supervisory Board has determined that there are no relationships or transactions that prohibit any of our non-executive directors or nominees from being deemed independent under the categorical standards as amended,and that would prohibit anyeach of the Supervisory Directors from being deemedour non-executive directors and nominees is independent. In addition to the relationships and transactions that would bar an independence finding under the categorical standards, the Supervisory Board considered all other known relationships and transactions in making its determination. Transactions and relationships considered included:

those referenced under “Related Party Transactions” on page 88. In determining that none of theseno known transactions or relationships affectedaffect the independence of any of the interested Supervisory Directors,non-executive directors, the Supervisory Board considered the naturethat all of the transactions and relationships. All of theidentified transactions are ordinary course and none of the dollar amounts involved waswere material to the Company or the relevant counterparty.

Board Leadership Structure 

Jacques Aigrain has led our Board as its independent Chair since 2018. The Chair’s responsibilities include:

The Board regularly reviews LYB’s leadership structure and the responsibilities of its Chair, and may from time to time delegate additional duties to the role.

Under Dutch law, only a non-executive director may serve as Chair of our Board. Our Board believes that the separation of the positions of Chair and Chief Executive Officer that results from this governance structure promotes strong Board governance, independence, and oversight. The separation of the two roles additionally allows Mr. Aigrain to focus on managing Board matters while our CEO, Mr. Vanacker, focuses on managing our business. 

Executive Sessions 

Executive sessions of our independent directors, with no members of management present, take place at every regularly scheduled Board and committee meeting. During executive sessions, independent directors have an opportunity to meet with the Board’s outside consultants and independent accountants and review and discuss any matters they deem appropriate, such as the performance of the Chief Executive Officer and other members of management and the criteria against which performance is evaluated, including the impact of performance on compensation matters. Mr. Aigrain leads these executive sessions of the Board.

Board Evaluations 

Our Board and its committees evaluate their own effectiveness by participating in a robust annual self-assessment process overseen by the Nominating and Governance Committee. Each year, directors respond to survey questions soliciting information used to improve the effectiveness of the Board and its committees and individual directors. The Nominating and Governance Committee periodically engages independent outside consultants, including most recently in 2020, to conduct interviews with the Board and facilitate the evaluation process. The Nominating and Governance Committee has engaged an independent outside consultant to begin work in 2024 in order to refresh and bring an outside perspective to the evaluation process.

For 2023, the Board conducted its evaluation process as described below.

Director Onboarding, Training, and Site Visits

Our Board is committed to understanding its governance responsibilities, evolving best practices, and all aspects of our Company and business. The Company provides an extensive orientation program that enables each new director joining the Board to become familiar with LYB and to meet with key members of the Company’s management and functional leaders. All of our non-executive directors complete our onboarding program and meet with the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Compliance Officer, and the other members of our Executive Committee to discuss our corporate structure, business strategy, operations, and segments, as well as compliance, investor relations, human resources, tax, accounting, and health, safety, environment, and sustainability matters, among other topics.

All of our directors are encouraged to participate in industry and governance organizations and seek out training opportunities that will provide them with continuing education on key topics. The Company will reimburse directors for the costs of such continuing education. During Board meetings, our directors hear from management on a wide range of subjects, including regulatory developments, shareholder updates, and environmental, social, and corporate governance issues and trends. Our directors also have regular opportunities to visit the Company’s manufacturing and technology centers and meet with site management. In November 2023, nine members of our Board toured the Company’s Houston Technology Center. In addition, Mr. Bindra, our former Chair of the HSE&S Committee who retired in May 2023, visited our Fos-sur-Mer, France facility in April 2023.

Stakeholder Engagement 

We recognize the value of regular and consistent communication with our stakeholders, and engage with our investors and other stakeholders on strategy, risk management, sustainability, corporate governance, executive compensation, and other matters. In 2023, our Board adopted a Stakeholder Engagement Policy, which is available on our website, to outline our values and approach to stakeholder engagement, including shareholders. We regularly review general governance trends and emerging best practices and welcome feedback from our shareholders and other stakeholders, which is brought to our Board and helps inform its decision-making process. 

We recognize the vital role that stakeholders play in our business operations and the importance of fostering positive, collaborative relationships with them. We engage daily with stakeholders globally covering a wide variety of topics and issues, including through investor events, telephone and in-person conversations, employee discussions and surveys, customer discussions and surveys, community and local engagements, and social media interactions. We know that our stakeholders have a broad range of interests, and we strive to seek their input, listen to their perspectives and expertise, and prioritize and integrate their feedback in a strategic and sustainable manner. We recognize that different stakeholder groups have unique needs and expectations, and we tailor our engagement practices to ensure effective communication and collaboration with each group.

Engagement with shareholders occurs in one-on-one meetings and calls with shareholder representatives, at our annual general meeting of shareholders, and through our regular participation in industry conferences, investor road shows, and analyst meetings. Throughout 2023, we discussed the Company’s strategy and environmental, social, and governance profile with multiple investors and engaged with their questions or concerns on these and other topics. Our Chief Sustainability Officer regularly joins meetings to discuss our climate and sustainability ambitions. In addition, our independent Board Chair has joined these discussions when requested. Management updates the Board regularly on conversations with shareholders and feedback received. We are committed to remaining proactive in our engagement efforts and shareholder outreach.

Communication with the Board 

CEO and Management Succession Planning 

One of the primary responsibilities of the Board is to ensure that we have a high-performing management team in place. On at least an annual basis, and as needed throughout the year, the Board conducts a detailed review of development and succession planning activities to maximize the pool of internal candidates who can assume executive officer positions without undue interruption. The Board reviews CEO and executive succession planning and ensures that executive officer reviews and evaluations are conducted at least annually by the C&TD Committee and the Board as a whole. The Board also reviews in-depth assessments of the Company’s bench strength, retention, progression, and succession readiness for all other senior level managers, including succession plans for the CEO, his direct reports, and other employees critical to our continued operations and success.

Monitoring the Company’s leadership development, talent management, and succession planning is also a key responsibility of our C&TD Committee, which devotes significant time to discussion and oversight of the Company’s human resources strategy. Our strategy includes efforts to hire, retain, and fairly compensate a diverse and representative workforce. 

Human Capital Management 

Our success as a company is tied to the passion, knowledge, and talent of our global team. To achieve our purpose of creating solutions for everyday sustainable living, we must attract top performers and equip them with the tools needed to continuously grow and leverage their potential.

What We Do We believe in integrity, diversity, and fairness We focus on creating a work environment that is safe, respectful, and inspires employees to strive for excellence We believe in championing our employees and the power of impactful collaboration We reward performance based on personal, team, and company results We engage in open and ongoing dialogue with employees and their representatives to ensure a proper balance between the best interests of the Company and its employees We have a Human Rights Policy available on our website at www.LyondellBasell.com by clicking “Sustainability,” then “Reporting”

Key 2023 Focus Areas 

Stepping up Performance and Culture: Our Transformation

Our culture reflects the role we seek to play in the world, what we uniquely deliver, and how we behave day to day. In 2023, LYB introduced a new long-term strategy and began the transformation of our company culture. Along with our new strategy, we identified three core values: We Champion People, We Strive for Excellence, and We Shape the Future. As part of our work last year, we established a cultural steering team and initiated a cultural ambassador program to help drive our work in advancing the transformation.

To reflect our new strategy and values, we refreshed our “LYB competencies,” which provide a framework for how we behave day to day to help us achieve our strategic goals. They inform the way we hire, reward, develop, and retain our employees. Our LYB competencies focus on five key areas: Building Partnerships, Delivering Results, Driving Innovation, Growing Capabilities, and Promoting Inclusion. We introduced the new competencies to the organization in 2023 and will be further integrating them into our programs in 2024. 

A key tenant of our culture is what we call GoalZERO. GoalZERO is our commitment to operating safely with zero injuries and zero process safety, product safety and environmental incidents. We cultivate a GoalZERO mindset with clear standards, regular communication, training, targeted campaigns and events, including our annual Global Safety Day. In 2023, we extended our industry-leading safety record with a total recordable incident rate of 0.139 and a process safety incident rate of 0.035. 60 of our manufacturing sites achieved GoalZERO, and 67 manufacturing sites were injury-free. As we accelerate our cultural transformation, we remain committed to our pursuit of GoalZERO safety performance and operational excellence.

Diversity, Equity, and Inclusion (“DEI”)

Our vision for the future is that LYB is a place where there is genuine equal opportunity for all and DEI is embedded within our culture as deeply as safety. DEI remained a key focus in 2023. Our efforts reflect a holistic, multi-year strategy to improve representation, ensure fairness, and increase visibility and accountability to leadership.

Diversity 

Cultivating a diverse workforce has a powerful impact on our culture and performance by broadening the perspectives and experiences represented in our organization. In 2022, we set five-year goals to increase the number of female senior leaders globally to at least 33% and the number of senior leaders from underrepresented populations in the U.S. to at least 29%, representing 50% increases in both groups relative to a 2022 baseline. In the long term, we have committed to achieving gender parity in global senior leadership (i.e., approximately 50% women and 50% men) and population parity in U.S. senior leadership (i.e., representation of underrepresented populations equal to their proportion of the U.S. population) by 2032. Our DEI goals help us retain and attract top talent and reflect the input of our employees, customers, communities, investors and other stakeholders. 

In 2023, we made progress towards our goals. As of December 31, 2023, women served in 25% of global senior leadership roles, an increase from 22% in 2022. In the U.S., 19% of senior leaders were from underrepresented populations, consistent with the prior year. Our Executive pay band (the highest level of leadership) also experienced representation growth in women and underrepresented populations. Women now make up 27% of this band, an increase from 24% in 2022, while the percentage of individuals from underrepresented populations grew from 19% in 2022 to 23% in 2023. Of the ten members on our Executive Committee, comprised of senior executives who lead LyondellBasell’s businesses and functions, four are women, and together, our CEO and Executive Committee represent six different nationalities. 

Our increase in female representation is the result of increased external hiring and exceptional retention performance. In 2023, the attrition rate of female employees decreased from 9% in 2022 to 3% in 2023. We attribute part of this success to our focus on talent development and offering a compelling employee value proposition. For employees from underrepresented populations, hiring, promotion, and attrition rates all improved. While still higher than desired, the attrition rate for employees from underrepresented populations decreased from 14% in 2022 to 9% in 2023. This, coupled with the addition of new senior leadership roles in the U.S., resulted in flat overall representation when compared to 2022. Despite this, we still experienced a net gain in the number of employees from underrepresented populations resulting from a 21% increase in senior leadership headcount.

Equity 

Our efforts to improve equity are focused on ensuring that our systems and process are fair to all employees. This also requires us to ensure we are communicating transparently with our employees. Our goal is for 100% of employees to believe they are being treated fairly. Similar to our GoalZERO safety culture, our approach to equity focuses on continuous improvement and striving for excellence. To measure our progress, we conduct annual engagement surveys with our employees. Our most recent survey in 2023 indicates that 83% of employees who responded feel they are being treated fairly.

For the third consecutive year, LYB completed a pay equity review and performance analysis. Our pay equity review compared pay for like jobs and specifically focused on base pay for gender (globally) and ethnicity (U.S. only). Consistent with 2022 findings, the review reflected that pay is generally administered fairly. 

In 2023, we also implemented several practices to advance equity, including:

Inclusion 

Promoting a culture of inclusion is critical. Like our equity goal, we strive to have 100% of our employees feel they are included and belong. Our most recent engagement survey in 2023 indicates that 80% of respondents feel like they belong at the Company. To drive change, we focus our inclusion efforts on key initiatives that include learning and education, outreach, and employee networks. 

We advanced our inclusion efforts with our six global networks, which are composed of diverse groups of employees championing inclusion. In 2023, we achieved 18% participation in our global networks, which is a 20% increase relative to 2022. Network programming is strongly tied to career development and business and community impact. Our engagement survey indicates that participants in our employee networks are 20% more engaged than employees who are not members of a network. Additionally, participants in employee networks are 10% more likely to report satisfaction with the Company’s future than employees who are not members of a network. 

Our company has prioritized and implemented DEI training to accelerate change in our workforce at all levels. In 2023, development was primarily focused on our manufacturing workforce and People and Culture professionals. We engaged 7,145 manufacturing employees with DEI training through guided topics and learning materials led by supervisors and leadership at the site level. These leader-led discussions were completed at 86 sites globally and in local languages. For our People and Culture employees, we focused on DEI upskilling and building capability to better address and champion DEI in day-to-day activities and interactions with leaders. Through regional training sessions, we trained 288 People and Culture employees in 2023. We believe our People and Culture community is in a unique position to further embed DEI into everything we do. 

Global Talent Development 

LYB is committed to creating continuous learning environments, providing ongoing development, growing capabilities, and unlocking potential for all employees to perform at their best. Our value, We Champion People, is underscored by our focus on growth and development in an inclusive environment. We develop our employees through a balance of experience on the job, learning from others, and formal learning. 

In 2023, we expanded our LYBUniversity to include additional formal learning and development resources to empower our employees to grow their capabilities. To build skills and capabilities necessary for leaders to guide their teams through our culture transformation, we offered multiple learning opportunities. Through different learning workshops focusing on culture and change, we engaged with more than 2,000 leaders and provided resources to support the conversations and transformation with their teams.  Our e-learning platform empowers employees to drive their own development through on-demand learning. More than 35% of our workforce is enrolled in the platform, and participants have completed more than 200,000 training hours building and enhancing business, technology and personal development skills. We also have a leadership development framework that offers programs with structured learning paths tailored to equip leaders at different stages with the necessary skills to excel in their current role and prepare them for future challenges.

On-the-job development is key to building the knowledge and skills to deliver our strategy.  Through internal job postings, we provide transparency and opportunity for our employees to drive their development and career growth. Additionally, we held quarterly talent reviews across businesses and regions to not only identify our potential future leaders but also to identify development opportunities. As a result of this focused approach, about 70% of our openings in senior leader roles were filled by internal talent, underscoring our commitment to growing talent from within the Company.

LYB is committed to advancing our people by helping them develop achievable goals that promote personal and professional growth, providing continual on-going effective feedback to create a culture of ownership for our work and success, and supporting a culture of recognition and accountability. Our performance management process includes ongoing feedback and a formal year-end performance assessment. This year, we introduced an Equity Champion role into the year-end performance management process to listen for equitable discussions on performance. We also implemented tools and steps for reviewing equity throughout the year-end performance management process. We are committed to auditing these key programs annually to ensure that they are operating as intended. 

Approach to Sustainability 

As one of the world’s largest producers of plastics and chemicals, we strive to use our scale and reach to make a positive impact on our planet and society. LYB is working to help tackle the global challenges of eliminating plastic waste in the environment, taking climate action, and supporting a thriving society. Our sustainability goals are key to achieving our new long-term business strategy.

2023 Actions and Milestones 

We continue to take substantive action to achieve our sustainability and climate goals. Our commitment to sustainability and our progress in executing our new strategy have been recognized by organizations that assess and rate ESG performance. MSCI upgraded our ESG rating to “leader” with a score of “AA,” and LYB received an “A-” in the latest CDP Climate Change disclosure, placing us in a leadership position for climate action. Noteworthy initiatives and accomplishments during 2023 are highlighted below, as well as in the Company’s annual Sustainability Report, available on our website at www.LyondellBasell.com by clicking on “Sustainability,” then “Reporting.” Our Sustainability Report includes our sustainability disclosures under the Global Reporting Initiative (“GRI”), the Sustainability Accounting Standards Board (“SASB”), and the Task Force for Climate-Related Financial Disclosures (“TCFD”). For more information about how our sustainability actions and milestones impact executive compensation, see the section titled “2023 Executive Compensation Decisions in Detail—2023 Annual Bonus Payments—Sustainability” on page 53.

Ending Plastic Waste 

As a leader in the global chemical industry, we understand the important role plastics play in society. They enhance people’s lives as the backbone of many core applications, from healthcare to housing, food packaging and more. The challenge we face is the mismanagement of plastic waste. This is why we are accelerating our efforts to innovate, scale, and deliver solutions to turn post-use plastics into everyday products and reduce plastic waste in the environment.

In 2022, we launched our Circular and Low Carbon Solutions (CLCS) business to support our ambition to produce and market at least two million metric tons of recycled and renewable-based polymers annually by 2030.⁽¹⁾ Our Circulen portfolio of products support the reduction of plastic waste in the environment through the use of recycled and renewable materials as a feedstock. These products are produced using raw materials derived from mechanical recycling (CirculenRecover), advanced recycling (CirculenRevive), or renewable materials (CirculenRenew).As global demand for recycled and renewable-based plastics continues to grow, we are making investments in our CLCS business to secure feedstock supply, expand our recycling footprint, and develop scalable technologies to grow our Circulen family of recycled and renewable-based polymers.  

In 2023, the CLCS business made significant progress investing upstream to secure plastic waste material to deliver on this recycling ambition. The investments we make under our CLCS business are focused on securing feedstock supply, expanding our recycling footprint and developing scalable technologies to grow our Circulen portfolio of products globally and across our business segments. Our Circulen products support the reduction of plastic waste in the environment through the use of recycled content as a material feedstock.

In furtherance of this goal, we formed joint ventures to build plastics recycling infrastructure in Europe, Asia, and North America. The recycled products produced by these joint ventures will be marketed through our Circulen Recover and Circulen Revive product portfolio to help meet increasing global demand for sustainable solutions. In November 2023, we made the final investment decision to build LYB’s first commercial catalytic advanced recycling plant at our Wesseling, Germany site. LYB will use its proprietary MoReTec technology to convert post-consumer plastic waste into feedstock for delivery of new plastic materials. In addition, we entered a collaboration with two other companies to advance development of a first-of-its-kind plastic waste sorting and processing facility in the Houston, Texas area. The new facility would address a critical missing link in the plastic waste supply chain by connecting community recycling programs to new and more advanced recycling technologies that have the potential to accept a much wider variety of plastic materials.

Taking Climate Action

We are committed to reducing greenhouse gas (GHG) emissions from our global operations and value chain, and delivering solutions that advance our customers’ climate ambitions. Carbon is the atom of life, and carbon molecules will continue to play a critical role in our industry. They are a key component of the products we make, so we are increasing our use of circular and sustainable sources of carbon while creating solutions to help enable the transition to a low carbon future. In 2023, we introduced a new product range, +LC (Low Carbon) solutions, manufactured using the International Sustainability and Carbon Certification PLUS (ISCC+) mass balance methodology. +LC products include core offerings from our intermediates and derivatives segment, from styrene monomers to propylene oxide (PO), with applications in various sectors, including insulation materials, automotive and consumer goods.

Within our global operations, we have set industry-leading, ambitious targets to reduce our GHG emissions and have taken concrete steps to achieve our goals. In the last two years, we accelerated our interim targets for 2030 by increasing or scope 1 and 2 GHG emissions reduction goals to 42% and establishing a scope 3 emissions reduction target of 30%, relative to a 2020 baseline.

Our ambition to reach net zero scope 1 and 2 emissions from global operations by 2050 is focused on four levers: energy efficiency; renewables and electrification; hydrogen and other technologies; and carbon capture, use and storage. This strategy encompasses our plans for organic growth, divestitures and previously announced asset closures, including the cessation of our Houston refining operations by no later than the first quarter of 2025.

In 2023, we increased the use of renewable and low carbon energy primarily through power purchase agreements (PPAs). As of December 31, 2023, we have already completed enough PPAs globally to secure nearly 90% of our target to procure at least 50% of electricity from renewable sources by 2030, bringing our total procured renewable electricity to 1,385 megawatts. In addition, we are exploring the potential to design, build, and operate a pilot electric steam cracking furnace in the United States. In 2023, we also established our inaugural green financing framework, which reflects the decisive steps we are taking to allocate capital toward initiatives aligned with our approach to sustainability, and issued a $500 million green bond, the net proceeds of which will be allocated toward eligible green projects. 

We recognize the vital role we play in maintaining and enhancing the health and prosperity of our planet. We aim to cultivate our planet by unlocking opportunities to protect precious resources, from resource recovery to water efficiencies, and mitigating the destruction of critical ecosystems. In 2023, we made significant progress in the development of our environmental strategy, establishing a clear action plan to execute in the years ahead. We also endorsed the United Nations CEO Water Mandate, committing to adopting and implementing a comprehensive approach to water management. Work in 2023 included evaluating ways to improve our water governance, and assessing our water-related opportunities, risks, management approaches and documentation. This work provides the foundation for our planned site-specific evaluations at our large sites and those located in high water stress regions. 

Supporting a Thriving Society 

We are working to achieve a thriving society where every individual has the opportunity to reach their full potential. We actively contribute to a thriving society through our relentless pursuit of safety, operational excellence, and a diverse, inclusive and equitable workforce. We partner with the communities where we operate to make positive impacts, and are committed to giving back by partnering with local organizations on initiatives to address critical needs. In 2023, our people volunteered more than 21,000 hours across our sites. LYB donated more than $14 million to community investments, including financial and in-kind donations and the total value of employee volunteer hours.

LYB is committed to conducting business in an ethical and responsible manner. Our Code of Conduct embodies our dedication to conducting business ethically and responsibly and our Human Rights Policy sets forth our commitment to upholding human rights throughout our global operations. We have adopted a Global Procurement Policy that outlines a framework of principles and requirements to ensure compliance with our Human Rights Policy, and have incorporated in our standard contracts and purchase order terms and conditions a Supplier Code of Conduct. We evaluate our suppliers’ compliance through risk assessments, ratings, audits, and sustainability assessments. In 2023, we formed our Global Sustainable Procurement program to accelerate improvement in our supply chain and completed a supplier sustainability risk mapping project using the EcoVadis IQ platform to gain a detailed view of the risks in the areas of environment, social standards, and ethical risk. We surpassed our initial target of 700 supplier assessments, achieving over 1500 rated suppliers.  In addition, we launched our Together for Sustainability (“TfS”) audit program in 2023. We foster relationships across our entire value chain to create better outcomes, successfully address global challenges, and amplify our impact on society and the planet.

Board Oversight of Risk

Audit Committee		C&TD Committee		Nom-Gov Committee		HSE&S Committee		Finance Committee
•   Responsible for ensuring that an effective risk assessment process is in place, and reports are made by management to the Audit Committee in accordance with NYSE requirements. •   Oversees enterprise-wide financial risks and reviews cybersecurity performance and risk •   Oversees financial statements, independent accountants, internal audit function, related party transactions, internal controls; •   Oversees compliance programs and EthicsPoint reporting helpline		•   Responsible for the Company’s executive compensation programs, and evaluates risks in connection with such programs •   Oversees talent management and related risks, including our DEI initiatives •   Monitors talent development and responsible for management retention, recruitment, and succession planning		•   Oversees the Company’s overall ESG profile and strategy •   Reviews corporate governance practices and develops, reviews, and recommends corporate governance guidelines and policies •   Responsible for director succession planning		•   Reviews and monitors health and safety risks, programs, statistics and incidents (including major health, safety, environment, and security events) •   Reviews and monitors environmental and sustainability risks, goals, trends and impacts, including climate initiatives and risk •   Oversees sustainability reporting		•   Oversees strategic transactions, including those that may impact our capital position •   Reviews our tax strategy and planning •   Reviews our capital structure, capital allocation, dividend policy, share repurchase programs, dept profile, and hedging strategies

Selected Areas of Board Oversight

Enterprise Risk Management

LYB’s Enterprise Risk Management (ERM) organization, led by our General Counsel, is responsible for defining our overall risk profile and overseeing our risk management programs. Our ERM team aims to integrate a forward-thinking risk culture into every level of our organization by providing actionable risk management insights to leadership and equipping employees and management with tailored frameworks, tools, and processes to address significant threats and opportunities. 

In 2023, our ERM function focused on four strategic priorities: (1) enterprise level risks, (2) departmental risks, (3) climate change risk management, and (4) building risk management capabilities. 

Enterprise Level Risks

Enterprise level risks are threats and opportunities that have the potential to impact LYB’s overarching objectives, operations, and reputation. Our CEO and the Executive Committee play a key role in identifying, reviewing, and managing enterprise level risks. Each year, our ERM team leads a risk workshop with the CEO and his Executive Committee and senior leaders to refresh our enterprise risk profile. Together, the participants validate existing enterprise risks (both opportunities and threats), select new and emerging risks to add to the risk register, and ensure risk ownership is appropriately assigned across the organization. The updated enterprise risk profile is reviewed and approved by the Board annually at its September meeting. The direct line of communication between the Supervisory DirectorsBoard, members of management, and the ERM function fosters a culture of accountability and collaboration throughout the organization, and allows the Board and its committees to better assess the management of the Company’s largest shareholder do not precludeday-to-day risks.

Departmental Risks

Departmental risks are specific to a findingparticular business unit, project, or operational area within the organization, and are identified through surveys, workshops, and interviews facilitated by the ERM team. Workshops are conducted periodically to validate existing risks, identify new and emerging risks, and assign individual risk ownership. Common risks across multiple departments are elevated to the Executive Committee. This dual approach blends both top-down and bottom-up perspectives and cultivates a culture where risk considerations are intrinsic to decision-making processes.

Climate Change Risk Management

Climate change risks include both physical risks stemming from the direct impact of independence.

Building Risk Management Capabilities

Meetings and Board Committees

The SupervisoryERM function spearheads various initiatives focused on cultivating skills, processes, and tools essential for robust risk identification, assessment, and mitigation across all organizational tiers. One such initiative is the Global Risk Champions Network, a diverse group of LYB employees who serve as a bridge between the ERM function and the broader business. Our Risk Champions facilitate cross-functional communication, integrate risk considerations across different business functions, and foster collaboration and a unified approach to risk management throughout LYB.

Board and Committee Information

This section provides board and committee membership information as of the date of this proxy statement. For more information about our 2024 director nominees and committee membership following the 2024 Annual General Meeting, including Ms. Karlin’s proposed committee appointments, see “Item 1 Election of Directors” on page 10.

The Board currently has five standing committees, each consisting entirely of independent directors:

Our Audit Committee meets at least five times each year in alignment with our financial reporting and audit cycle, and our C&TD Committee, Nominating and Governance Committee, and HSE&S Committee each meet at least four times each year in connection with regularly scheduled Board meetings (other than the Board’s strategy session held in July), and hold additional meetings as needed. Our Finance Committee meets as needed to oversee the matters it is responsible for. Committees regularly receive reports from LYB management, report on committee actions to the Board, and may retain outside advisors.

In 2023, the Board held fivesix regularly scheduled meetings. Our directors’ average attendance rate at Board and committee meetings in 2015. Eachwas 97%, and each of the Supervisory Directorsour current directors attended at least 75%93% of the total meetings of the Supervisory Board and of each committeecommittees of which he or she was a member. TheOur Chair is a member of the Audit Committee, Nominating and Governance Committee and Finance Committee, and regularly attends meetings of the C&TD Committee. Although the Company does not maintain a policy regarding Supervisory Board members’directors’ attendance at its general meetings of shareholders, both our Chair and CEO attend the Company’s annual general meetings. meeting each year and will attend the 2024 annual general meeting (the “Annual Meeting”).

The Supervisory Boardtable below provides membership and itsmeeting information for each of the Board’s standing committees regularly hold executive sessions, at which membersas of management are not present. All such sessions are ledthe date of this proxy statement.

Name	Audit	Compensation & Talent Development	Nominating & Governance	HSE&S	Finance
Jacques Aigrain
Lincoln Benet
Robin Buchanan
Tony Chase
Bob Dudley
Claire Farley
Rita Griffin
Michael Hanley
Virginia Kamsky
Albert Manifold
Peter Vanacker
2023 MEETINGS	5	4	4	5	3

Chair

Member

Each of our committees has a written charter, approved by the respective ChairsBoard. The charters can be found on our website at www.LyondellBasell.com by clicking on “Investors,” then “Corporate Governance,” then “Board of the Supervisory Board or committee, as applicable.

The Supervisory Board has four standing committees to assist it in the execution of its responsibilities. The committees are the Audit Committee, Nominating & Governance Committee, Compensation Committee and HSE Committee. The charter of each committee states that it will be composed of a minimum of three members of the Supervisory Board.Directors.” Each committee functions under aannually reviews and recommends any changes to its charter adopted by the Supervisory Board as described below.and conducts an evaluation of committee performance with respect to delegated duties and responsibilities.

Audit Committee

The current members of the Audit Committee are Mr. Smith (Chairman), Mr. Aigrain, Ms. Dicciani and Ms. Goren. The Supervisory Board has determined that each member of the Audit Committee is financially literate and is a financial expert under the SEC’s rules. The determination was based on a thorough review of our Audit Committee members’ education and financial and public company experience. The Supervisory Board also determined that each member has satisfied the heightened independence requirements of Section 10A(m)(3) of the Exchange Act, in addition to our categorical standards.

Mr. Smith serves on no public company audit committees other than ours. Mr. Aigrain and Ms. Dicciani both serve on two public company audit committees in addition to ours, and Ms. Goren serves on one public company audit committee in addition to ours.

Other Governance Matters

Retirement Policy and Term Limits

Our Corporate Governance Guidelines and Rules for the Board of Directors provide that directors will not be re-nominated for election to the Board after they reach the age of 75. While the Board does not believe there is a specific age after which directors should no longer serve on boards, it does believe mandatory retirement ages are useful for promoting board refreshment; no waivers or exceptions to the rules have been granted and, since 2019, the Board has nominated five new directors to fill vacancies created by director retirements after reaching our mandatory retirement age.

The Board has not adopted term limits for its members. The Nominating and Governance Committee and the full Board regularly discuss board succession and refreshment and strive to maintain a balance of directors with varying lengths of service and ages. While the Board recognizes that term limits could assist in this regard, they may have the unintended consequence of causing the Board and the Company to lose the contribution of directors who over time have developed enhanced knowledge and valuable insight into the Company and its operations. The Board believes that the mandatory retirement age and an annual evaluation process for deciding whether to re-nominate individuals for election are currently more effective means of ensuring board refreshment and renewal, while also allowing for continuity of service.

Code of Conduct

In addition to a Code of Conduct for all employees and directors, the Company has a Financial Code of Ethics specifically for our CEO, CFO, CAO and persons performing similar functions. Our Code of Conduct covers a wide range of important topics including fair and accurate business dealings, corruption, health and safety, discrimination, and environmental protection. Copies of these codes can be found on our website at www.LyondellBasell.com by clicking on “Investors,” then “Corporate Governance.” Any waivers of the codes must be approved, in advance, by our Board, and any amendments to or waivers from the codes that apply to our executive officers and directors will be posted on the “Corporate Governance” section of our website.

We expect all employees to report possible violations or concerns regarding our Code of Conduct. We offer an independent whistleblower helpline and website, EthicsPoint, that enables employees and other stakeholders to report complaints anonymously. Our Chief Compliance Officer, who has a direct reporting line to the Audit Committee, provides regular reports to the Audit Committee on compliance with the Company’s Code of Conduct, related training programs, and complaints received and investigated by the compliance function.

Public Policy & Political Engagement

We believe active participation in the political process is essential to our long-term success. LYB advances our public policy agenda through direct lobbying, involvement in various trade associations, and the LyondellBasell Political Action Committee (LYB PAC). Transparency and accountability are embedded into our public policy, political spending and lobbying actions. The Company maintains policies and procedures consistent with our Code of Conduct that support continued compliance with applicable political laws and regulations. Our engagement, including public policy advocacy directly and through trade associations, is subject to oversight by our senior management and CEO. In addition, the LYB PAC Board is responsible for the management of all LYB PAC activities, including the approval of all LYB PAC distributions.

LYB does not make direct political contributions to political parties or candidates using company resources (including monetary and in-kind services), even where permitted by law. All political contributions to political parties or candidates are made solely through the LYB PAC, which is funded and managed voluntarily by employees. All financial contributions strictly adhere to federal and state laws regarding contribution limits on amount and source, criteria and reporting requirements. We refrain from making political contributions in any country other than the United States. All political contributions are made without regard to the personal political affiliations or views of any individual employee at any level across the organization.

Our advocacy activities are directed toward advancing LYB’s business interests, to foster the protection and advancement of our operations and industries and not the personal political preferences of our executives or employees. LYB’s strategy is grounded in safe and reliable operation of all assets. Contributions are based upon advancing our business goals in a broad range of public policies, including, but not limited to: promoting a stable and predictable regulatory framework for our operations; advancing circularity initiatives, including recycling programs, extended producer responsibility regimes, and advanced and chemical recycling; fair and equitable tax policies that promote economic investment, job creation and global competitiveness; improving energy efficiency and sustainability programs, policies and activities; advancing innovation and technology in manufacturing; and improving work development programs to meet the needs of industry. Our contributions are consistent with the Company’s public policies on sustainability, advancing a circular economy and addressing climate change. Moreover, LYB policy prohibits directors and employees from using company resources for personal political causes or candidates, and specifies that LYB will not directly or indirectly reimburse any personal political contributions or expenses.

LYB has an established practice to determine which public policy issues are important to the Company. This process includes soliciting input from relevant business and functional departments. Key issues are discussed and prioritized by members of senior management.

In all of the Company’s advocacy activities, we are committed to corporate responsibility, compliance and transparency. In 2023, LYB published its first Climate Advocacy Report, which describes our approach to climate advocacy including detailing our climate policy positions, setting out our approach to participating in trade associations, and publishing our first-ever review and evaluation of trade association alignment with our climate policy positions. Our Climate Advocacy Report is available on our website at www.LyondellBasell.com by clicking “Sustainability,” then “Reporting.” In addition, the Company discloses its U.S. federal, state and local lobbying activity and expenditures as required by law. More information, including our statement of Principles for Public Policy for Sustainability, is available on our website at www.LyondellBasell.com by clicking “Sustainability,” then “Public Policy & Political Engagement.”

Dutch Corporate Governance Code

As a Dutch incorporated entity, we are subject to the Dutch Corporate Governance Code. The Code, most recently amended in 2022 and a copy of which can be found at www.mccg.nl/english, is a statement of principles and best practices for Dutch companies with an emphasis on integrity, transparency, and accountability as the primary means of achieving good governance. The Code’s compliance principle is “comply-or-explain,” which permits a Dutch company to comply with the best practices outlined in the Code or explain why the company has chosen to apply different practices.

The principles and practices prescribed by the Code are largely consistent with NYSE and SEC requirements and best practices for U.S. companies. Our Dutch Annual Report, which accompanies our 2023 Dutch Annual Accounts and can be found on our website at www.LyondellBasell.com by clicking “Investors,” then “Company Reports,” discloses those instances where we have chosen to apply practices that differ from the Code. In general, these instances arise from our decision to apply practices that are more common or appropriate for NYSE traded companies than those called for by the Code. For example, although the Board’s categorical standards for director independence incorporate the standards of both the Code and the NYSE, our Board has chosen to apply the standards of the NYSE where the two conflict, including with respect to the independence classification of directors nominated by Access Industries, a greater than 10% shareholder. Our Board believes that application of the NYSE independence standards is more appropriate for LYB, which is listed only on the NYSE and not on any exchange in the Netherlands. Our Board further believes that the service of Access nominees on the Company’s key independent committees provides those committees with shareholder perspective and the significant skills, experience, and qualifications of these directors, to the benefit of the Board, the Company, and our stakeholders more generally.

Indemnification