DEF 14A of LyondellBasell Industries N.V., Apr 10, 2026

DEF 14A of LyondellBasell Industries N.V.

Filed Apr 10, 2026 · FY20250001308179-26-000250

Open on EDGAR

  1. April 10, 2026

    | Proxy Statement Summary | 5 | | Item 1. Election of Directors | 8 | | Corporate Governance | 17 | | Director Compensation | 33 | | Item 2. Discharge of Directors from Liability | 35 | | Item 3. Adoption of Dutch Statutory Annual Accounts | 35 | | Item 4. Appointment of PricewaterhouseCoopers Accountants N.V. as the Auditor of our Dutch Statutory Annual Accounts | 36 | | Item 5. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm | 36 | | Audit Committee Report | 38 | | Item 6. Advisory Vote on Executive Compensation (Say-On-Pay) | 39 | | Compensation Discussion and Analysis | 41 | | Compensation Committee Report | 58 | | Compensation Tables | 59 | | Potential Payments Upon Termination or Change in Control | 69 | | CEO Pay Ratio | 73 | | Pay Versus Performance | 74 | | Item 7. Authorization to Conduct Share Repurchases | 77 | | Item 8. Cancellation of Shares | 78 | | Item 9. Amendment and Restatement of Long Term Incentive Plan | 79 | | Equity Compensation Plan Information | 85 | | Securities Ownership | 86 | | Questions and Answers about the Annual General Meeting | 89 | | Appendix A: Reconciliation of Non-GAAP Financial Measures | 94 | | Appendix B: Amended and Restated LYB Long Term Incentive Plan | 99 |

  2. April 10, 2026

    | | STRATEGY | Advanced key elements of our long-term strategy to grow and upgrade the core and progress our circular and low-carbon ambitions | | PORTFOLIO OPTIMIZATION | Reinforced cost-advantaged positions through strategic expansions, partnerships, divestitures, and closures | | | SAFETY | Achieved lowest injury rate, fewest personal injuries, and best environmental performance in company history | | OPERATIONAL EXCELLENCE | Successfully executed major turnarounds on time and on budget, enhanced reliability, and improved efficiency across our global network. | | | FINANCIAL DISCIPLINE | Proactively preserved liquidity and financial flexibility while pacing capital investments to preserve optionality through the cycle | | SHAREHOLDER RETURNS | Delivered disciplined shareholder returns, marking the 15th consecutive year of regular dividend growth |

  3. April 10, 2026

    | 2025 Annual Bonus Payout | | |

  4. BY MAIL

    BY MAIL LyondellBasell Industries N.V. c/o Corporate Secretary 4th Floor, One Vine Street London W1J 0AH, United Kingdom 2026 Nominees to the Board On the recommendation of the Nominating and Governance Committee, the Board has nominated each of the twelve directors elected by shareholders at our 2025 annual general meeting. In evaluating these nominees, the Nominating and Governance Committee considered the results of the 2025 Board evaluation 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. Each nominee has consented to serve as a director if elected. We introduce our twelve nominees below.

  5. BY MAIL

    | 10 | LyondellBasell | 2026 Proxy Statement |

  6. BY MAIL

    | ITEM 1 ELECTION OF DIRECTORS 2026 NOMINEES TO THE BOARD | |

  7. BY MAIL

    | | Jacques Aigrain, 71 French-Swiss Non-Executive Director since 2011; Chair since 2018 | INDEPENDENT Committees ● Audit Committee ● Nominating and Governance Committee ● Finance Committee |

  8. BY MAIL

    | Biography Mr. Aigrain is our Chair of the Board and a retired Senior Advisor and Partner of Warburg Pincus, a global private equity firm. Prior to joining Warburg Pincus in 2013, Mr. Aigrain spent nine years at SwissRe AG, a publicly traded insurance company, including as Chief Executive Officer, and 20 years in global leadership roles at J.P. Morgan in New York, London and Paris. He also has many years of experience as a director of public and multinational organizations, including The London Stock Exchange Group plc, WPP plc, a multinational advertising and public relations company, and currently, Clearwater Analytics Holdings Inc., a maker of financial software products. He also currently serves as chair of the board of TradeWeb Markets Inc., an international financial services company. He holds a doctorate in economics from Université Paris-Sorbonne and a master’s in economics from Université Paris Dauphine – PSL. Mr. Aigrain’s more than 30 years of financial services and management background, including extensive executive and board experience, provide him with expertise in strategy development and implementation, mergers and acquisitions, finance, and capital markets. Additionally, he brings substantial knowledge of board and governance matters to the Board. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Strategy | ● Mergers & Acquisitions | | ● Risk Management | ● Corporate Governance | ● Human Capital Management | | ● Corporate Finance | ● Public Company Director | ● Public Policy and Compliance | | | ● Industry Experience | | | Other Current Public Directorships | | Former Public Directorships | | ● Clearwater Analytics Holdings Inc. (since 2021) | | ● The London Stock Exchange Group plc (2013-2022) | | ● TradeWeb Markets Inc. (since 2022) | | ● WPP plc (2013-2022) |

  9. BY MAIL

    | | Lincoln Benet, 62 American-British Non-Executive Director since 2015 | INDEPENDENT Committees ● Nominating and Governance Committee ● Finance Committee (Chair) |

  10. BY MAIL

    | Biography Mr. Benet has served as Chief Executive Officer of Access Industries, a privately-held investment company with world-wide holdings, since 2006. Prior to joining Access, he spent 17 years at Morgan Stanley, including as Managing Director. Mr. Benet also has experience serving on the boards of several privately held and publicly traded companies, including those in the investment, music and publishing, oil and gas pipes and tubing, cement, sports media, and petrochemicals industries. As a result of this background, he brings to our Board a working knowledge of global markets, mergers and acquisitions, executive management, strategic planning, and corporate strategy, as well as extensive experience with international finance and corporate finance matters, including treasury, insurance, and tax. Mr. Benet received his M.B.A. from Harvard Business School and his B.A. in Economics from Yale University. Mr. Benet possesses significant experience advising and managing publicly traded and privately held enterprises and brings substantial knowledge of corporate finance and strategic business planning activities to the Board. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Strategy | ● Human Capital Management | | ● Risk Management | ● Corporate Governance | ● Technology and Innovation | | ● Corporate Finance | ● Public Company Director | ● Public Policy and Compliance | | | ● Mergers & Acquisitions | | | Other Current Public Directorships | | | | ● Warner Music Group Corp. (since 2011; public since 2020) | | |

  11. BY MAIL

    | 2026 Proxy Statement | LyondellBasell | 11 |

  12. BY MAIL

    | | ITEM 1 ELECTION OF DIRECTORS 2026 NOMINEES TO THE BOARD |

  13. BY MAIL

    | | Robin Buchanan, 74 British Non-Executive Director since 2011 | INDEPENDENT Committees ● HSE&S Committee ● Nominating and Governance Committee |

  14. BY MAIL

    | Biography Mr. Buchanan has previously served as Dean and President of London Business School, the Chairman of PageGroup plc, a global specialist recruitment company, a director of Schroders plc, a global asset management firm, a director of Cicap Ltd, a global private equity firm, and a director of Bain & Company Inc., a global business consulting firm. Prior to that, he served as the Managing Partner of Bain in the UK, Senior Partner for the UK and South Africa, as well as Senior Advisor. Mr. Buchanan retired from Bain as Senior Advisor in June 2024. Until August 2023, Mr. Buchanan also served as an advisor to Access Industries and Non-Executive Chairman of its Advisory Board. Mr. Buchanan’s experience as a board member of publicly traded, private, and charitable companies, Dean of a leading Business School, and long tenure with Bain provide him with deep experience in strategy, leadership, board effectiveness, business development, and acquisitions across most industry sectors, including considerable involvement with chemicals and energy in Europe. He also brings a wealth of experience in board and governance matters, particularly as related to multi-national companies. Mr. Buchanan is a Chartered Accountant and a published author on strategy, acquisitions, leadership, board effectiveness, corporate governance, and compensation. Mr. Buchanan received his FCA from the Institute of Chartered Accountants in England & Wales and his M.B.A. with High Distinction from Harvard Business School. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Strategy | ● Mergers & Acquisitions | | ● Risk Management | ● Corporate Governance | ● Human Capital Management | | ● Corporate Finance | ● Public Company Director | | | | ● Industry Experience | | | Former Public Directorships | | | | ● Schroders plc (2010-2019) | | |

  15. BY MAIL

    | | Anthony Chase, 71 American Non-Executive Director since 2021 | INDEPENDENT Committees ● Audit Committee ● C&TD Committee |

  16. BY MAIL

    | Biography Mr. Chase is the former Chairman and Chief Executive Officer of ChaseSource, L.P., a staffing, facilities management, and real estate development firm founded by him in 2006 and recognized as one of the nation’s largest minority-owned businesses by Black Enterprise Magazine. Prior to ChaseSource, Mr. Chase founded and sold three successful ventures: Chase Radio Partners, Cricket Wireless and ChaseCom. He is also a principal owner of the Marriott Hotel at George Bush Intercontinental Airport in Houston and the Principle Auto Toyota dealership in greater Memphis. He currently serves as a director of Cullen/Frost Bankers, Inc., a financial holding company, Nabors Industries, an operator of drilling rig fleets and provider of offshore platform rigs, and National Energy Services Reunited Corp, an oilfield service provider. Mr. Chase is a Professor of Law Emeritus at the University of Houston Law Center, a member of the Council on Foreign Relations, and serves on the board of numerous Houston-based non-profits including the Greater Houston Partnership, the Greater Houston Community Foundation, the M.D. Anderson Board of Visitors, and the Texas Medical Center. He previously served as Deputy Chairman of the Federal Reserve Bank of Dallas. Mr. Chase is an honors graduate of Harvard College, Harvard Law School and Harvard Business School. He has received many awards, including the American Jewish Committee’s 2016 Human Relations Award, Houston Technology Center’s 2015 Entrepreneur of the Year, NAACP 2013 Mickey Leland Humanitarian Award, GHP 2013 Bob Onstead Leadership Award, the 2012 Whitney M. Young Jr. Service Award, Ernst & Young’s Entrepreneur of the Year Award, Bank of America’s Pinnacle Award and UH Law Center’s Baker Faculty Award. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Strategy | ● Human Capital Management | | ● Risk Management | ● Corporate Governance | ● Technology and Innovation | | ● Corporate Finance | ● Public Company Director | ● Public Policy and Compliance | | | ● Mergers & Acquisitions | | | Other Current Public Directorships | | Former Public Directorships | | ● Nabors Industries Ltd. (since 2019) | | ● Par Pacific Holdings, Inc. (2021-2024) | | ● Cullen/Frost Bankers, Inc. (since 2020) | | ● Heritage-Crystal Clean, Inc. (2020-2022) | | ● National Energy Services Reunited Corp (since 2024) | | ● Anadarko Petroleum Corporation (2014-2019) |

  17. BY MAIL

    | 12 | LyondellBasell | 2026 Proxy Statement |

  18. BY MAIL

    | ITEM 1 ELECTION OF DIRECTORS 2026 NOMINEES TO THE BOARD | |

  19. BY MAIL

    | | Robert Dudley, 70 American-British Non-Executive Director since 2021 | INDEPENDENT Committees ● Finance Committee ● HSE&S Committee |

  20. BY MAIL

    | Biography Mr. Dudley is Chairman of the international industry-led Oil and Gas Climate Initiative, which aims to accelerate the oil and gas industry’s response to climate change, and Chair of the Accenture Global Energy Board. He served as the Group Chief Executive of BP plc, a global energy provider, from 2010 to 2020. He was appointed to the board of BP in 2009, and previous executive roles with BP include Alternative and Renewable Energy activities and responsibility for BP’s upstream business in Russia, the Caspian region, and Africa. Mr. Dudley is a Fellow of the Royal Academy of Engineering, and received an M.B.A. from Southern Methodist University and a B.S. in Chemical Engineering from the University of Illinois. As the former CEO of a multinational oil and gas company, he has acquired extensive executive management experience and knowledge of the energy industry, including a leadership role in advancing decarbonization plans and other key sustainability initiatives. He also serves as chairman of the board of Axio, a leading SaaS provider of cyber risk management and quantification solutions, and director of 8 Rivers Capital LLC, a private firm leading the invention and commercialization of technologies for the global energy transition. Mr. Dudley has over 40 years of experience in strategic planning, risk management (including risks related to climate change), international operations, and health, safety, environmental and operational matters. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Governance | ● Human Capital Management | | ● Risk Management | ● Public Company Director | ● Technology and Innovation | | ● Corporate Strategy | ● Mergers & Acquisitions | ● Public Policy and Compliance | | | ● HSE Experience | | | Other Current Public Directorships | | Former Public Directorships | | ● Freeport-McMoRan Inc. (since 2021) | | ● Rosneft Oil Company (2013-2022) | | ● Saudi Aramco (since 2024) | | ● BP plc (2009-2020) |

  21. BY MAIL

    | | Claire Farley, 67 American Non-Executive Director since 2014 | INDEPENDENT Committees ● Audit Committee ● Nominating and Governance Committee (Chair) |

  22. BY MAIL

    | Biography Ms. Farley served as a partner at KKR Management, LLC, a global investment firm, from 2013 until her retirement in 2016, and subsequently served as Vice Chair of the Energy business from 2016 to 2017 and Senior Advisor from 2017 to 2022. Prior to joining KKR, Ms. Farley co-founded RPM Energy, a privately-owned oil and natural gas exploration and development company. Before that, she served as Chief Executive Officer of Randall & Dewey, an oil and gas asset transaction advisory firm, from 2002 to 2005, when Randall & Dewey became the oil and gas investment banking group of Jefferies & Company, where she served as Co-President and Senior Advisor from 2005 to 2008. Previously, she served as chief executive officer of Intelligent Diagnostics Corp. from 1999 to 2001, and of Trade-Ranger Inc. from 2001 to 2002. Her oil and gas exploration experience includes positions at Texaco from 1981 to 1999, including as president of worldwide exploration and new ventures, as president of North American production, and as chief executive officer of Hydro-Texaco Inc. Ms. Farley earned a bachelor’s degree from Emory University. She brings to the Board experience in business development, finance, mergers, acquisitions, and divestitures, as well as knowledge of the chemical industry’s feedstocks and their markets. She also has experience in all matters of executive management and a deep understanding of public company and governance matters due to her current and prior service on the boards of companies including Anadarko Petroleum Corporation, Crescent Energy Company, and TechnipFMC. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Strategy | ● Mergers & Acquisitions | | ● Risk Management | ● Corporate Governance | ● Human Capital Management | | ● Corporate Finance | ● Public Company Director | | | Other Current Public Directorships | | Former Public Directorships | | ● TechnipFMC plc (since 2009, public since 2017) | | ● Anadarko Petroleum Corporation (2017-2019) | | ● Crescent Energy Company (since 2021) | | |

  23. BY MAIL

    | 2026 Proxy Statement | LyondellBasell | 13 |

  24. BY MAIL

    | | ITEM 1 ELECTION OF DIRECTORS 2026 NOMINEES TO THE BOARD |

  25. BY MAIL

    | | Rita Griffin, 63 American Non-Executive Director since 2023 | INDEPENDENT Committees ● C&TD Committee ● HSE&S Committee (Chair) |

  26. BY MAIL

    | Biography Ms. Griffin served as the Chief Operating Officer of Global Petrochemicals at BP plc, one of three main divisions of BP’s downstream business, from 2015 to 2020. Previously, she served in a number of leadership positions within BP plc’s manufacturing, logistics, retail and functional organizations. Ms. Griffin began her career at Amoco and Standard Oil (Indiana), which was acquired by BP plc in 1998. She is a Certified Public Accountant and Certified Managerial Accountant, and received her master of management from Northwestern University and bachelor of business administration in accounting from Northern Illinois University. With over 30 years of experience in global oil and gas and chemicals businesses, Ms. Griffin has considerable experience in developing and implementing strategies and leading substantial transformation programs. She has previously served on the board of directors of Royal Mail Group PLC, an international postal service and courier company, where she provided oversight for environment strategy and implementation, health, safety and security, ethics and compliance, culture and employee engagement, governance and community stakeholder engagement, and customer satisfaction. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Strategy | ● Mergers & Acquisitions | | ● Risk Management | ● Corporate Governance | ● HSE Experience | | ● Corporate Finance | ● Public Company Director | ● Human Capital Management | | | ● Industry Experience | | | Former Public Directorships | | | | ● Royal Mail Group PLC (2016-2022) | | |

  27. BY MAIL

    | | Michael Hanley, 60 Canadian Non-Executive Director since 2018 | INDEPENDENT Committees ● Audit Committee (Chair) ● Finance Committee |

  28. BY MAIL

    | Biography Mr. Hanley has more than 30 years of experience in senior management and finance roles, including as Chief Financial Officer of Alcan, a Canadian mining company and aluminum manufacturer, President and CEO of Alcan’s Global Bauxite and Alumina business group, and Senior Vice President, Operations & Strategy of the National Bank of Canada. He brings strong financial and operational experience, deep knowledge of capital-intensive and process industries, experience with U.S. and international accounting standards, and a broad understanding of international markets. Mr. Hanley also has significant experience on public company boards, including in the roles of lead director, chair of the board, and audit committee chair, and has an appreciation for corporate governance matters and the board’s role in financial oversight. He currently serves as a director of Cogeco Inc., a major North American telecommunications and media company, and its publicly-traded subsidiary, Cogeco Communications, Inc. He previously served as chair of the board of EQB Inc., which provides personal and commercial banking services, and as lead director and audit committee chair of Nuvei Corporation and BRP Inc. He is also a member of the Quebec Order of Chartered Professional Accountants. Mr. Hanley received his bachelor of business administration from HEC Montreal. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Strategy | ● HSE Experience | | ● Risk Management | ● Corporate Governance | ● Human Capital Management | | ● Corporate Finance | ● Public Company Director | ● Technology and Innovation | | | ● Mergers & Acquisitions | | | Other Current Public Directorships | | Former Public Directorships | | ● Cogeco Inc. (since 2026) | | ● EQB Inc. (2022-2024) | | ● Cogeco Communications, Inc. (since 2026) | | ● Nuvei Corporation (2020-2023) | | | | ● BRP, Inc. (2012-2022) | | | | ● Shawcor Ltd. (2015-2021) |

  29. BY MAIL

    | 14 | LyondellBasell | 2026 Proxy Statement |

  30. BY MAIL

    | ITEM 1 ELECTION OF DIRECTORS 2026 NOMINEES TO THE BOARD | |

  31. BY MAIL

    | | Virginia Kamsky, 72 American Non-Executive Director since 2022 | INDEPENDENT Committees ● C&TD Committee ● HSE&S Committee |

  32. BY MAIL

    | Biography Ms. Kamsky is the Chair and Chief Executive Officer of Kamsky Associates, Inc., a firm she founded in 1980 and the first U.S. advisory firm approved to provide strategic advisory services in China. Ms. Kamsky began her career at Chase Manhattan Bank (now JPMorgan Chase Bank) and served in various capacities of increasing seniority, including as Second Vice President of Chase and head of Chase’s Corporate China Division. She has also served as a member of the US Secretary of the Navy Advisory Panel from 2009 to 2017 and as Chairman and CEO of China Institute in America from 2003 to 2013. She has been awarded the Navy Distinguished Civilian Service Award, the highest honorary award the Secretary of the Navy can confer on a civilian employee, selected as one of America’s 25 Top Asia Hands by Newsweek Magazine, and recognized as an Outstanding Public Company Director by the Financial Times. Ms. Kamsky received a B.A. cum laude from Princeton University, a Masters from the Princeton School of International Affairs and an honorary PhD in Humanities from Middlebury, which was conferred in August 2025 for her studies there in the Japanese Immersion Program. Ms. Kamsky also served on the Board of Trustees of Princeton University. She brings to the Board a strong background in strategy and deep knowledge of the Asia-Pacific market. She also has extensive public company board experience, including at W.R. Grace & Co., Sealed Air Corporation, Olin Corporation, Tecumseh Products Company, Foamex International, Tate & Lyle PLC, Shorewood Packaging, Spectrum Brands, Kadem Sustainable Impact Corp. and Dana Incorporated. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Public Company Director | ● Human Capital Management | | ● Risk Management | ● Industry Experience | ● Information Systems and Security | | ● Corporate Finance | ● Mergers & Acquisitions | ● Technology and Innovation | | ● Corporate Strategy | ● HSE Experience | ● Public Policy and Compliance | | ● Corporate Governance | | | | Former Public Directorships | | | | ● Dana Incorporated (2011-2024) | | | | ● Kadem Sustainable Impact Corp. (2021-2023) | | |

  33. BY MAIL

    | | Bridget Karlin, 69 American Non-Executive Director since 2024 | INDEPENDENT Committees ● Audit Committee ● Nominating and Governance Committee ● Finance Committee |

  34. BY MAIL

    | Biography Ms. Karlin served as the senior vice president of information technology for Kaiser Permanente, the nation’s largest not-for-profit integrated health care system, from 2021 to 2024. Previously, she served as the global chief technology officer of IBM’s multi-billion-dollar Global Technology Services business from 2017 to 2021. Before joining IBM, she held senior leadership roles at Intel Corporation, as general manager of its Internet of Things division, and prior to that, as general manager of Intel’s Hybrid Cloud business. Additionally, she has served in executive positions as vice president at U.S. Bank, as managing director at Redleaf Venture Capital, and as president and co-founder of Thinque Systems, a pioneer in mobile software deployed in 43 countries. Ms. Karlin is recognized as a leader in advanced information technology and digital transformation, known for driving large-scale initiatives that leverage Artificial Intelligence to accelerate profitable growth. She has extensive experience leading the strategy, development, and deployment of modern capabilities across hybrid, multi-cloud enterprise IT environments, integrating agentic AI, automation, security, cloud, and open-source technologies to strengthen resiliency, ensure compliance, and to modernize offerings and capabilities across applications and infrastructure environments. With a career in the technology industry that spans over 30 years, including several executive positions at large international companies, she has considerable experience in driving value creation with enterprise-wide global transformation. She is a member of the Council on Foreign Relations, where she advises and influences policymakers on emerging technology and keeping pace with innovation. Ms. Karlin is a graduate of the University of California and the Harvard Business School Executive Leadership Program, and is a recipient of the 2023 Digital Innovator Award, 2021 Technology Hall of Fame, the 2019 National Technology Humanitarian Award, the 2019 Women in Consumer Technology Legacy Award, the Industrial IoT 5G Innovators Award, the Malcolm Baldrige National Quality Award, and the Bell Labs Technology Innovator Award. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Governance | ● Human Capital Management | | ● Risk Management | ● Public Company Director | ● Information Systems and Security | | ● Corporate Finance | ● Mergers & Acquisitions | ● Technology and Innovation | | ● Corporate Strategy | ● HSE Experience | ● Public Policy and Compliance | | Other Current Public Directorships | | | | ● Dana Incorporated (since 2019) | | | | ● Lumexa Imaging (since 2025) | | |

  35. BY MAIL

    | 2026 Proxy Statement | LyondellBasell | 15 |

  36. BY MAIL

    | | ITEM 1 ELECTION OF DIRECTORS 2026 NOMINEES TO THE BOARD |

  37. BY MAIL

    | | Albert Manifold, 63 Irish Non-Executive Director since 2019 | INDEPENDENT Committees ● C&TD Committee (Chair) ● HSE&S Committee |

  38. BY MAIL

    | Biography Mr. Manifold currently serves as the chair of the board of BP p.l.c., a multinational oil and gas company, as a director of Clariant AG, a multinational specialty chemical company, and as an adviser to CD&R, a private investment firm. He previously served as the Group Chief Executive and a director of CRH plc, an international group of diversified building materials businesses supplying the construction industry, from 2014 to 2024. Mr. Manifold joined CRH in 1998 and advanced to increasingly senior roles, including Finance Director of the Europe Materials Division, Group Development Director, Managing Director of Europe Materials, and Chief Operating Officer (2009 to 2014). Prior to joining CRH, Mr. Manifold was Chief Operating Officer of Allen McGuire & Partners, a private equity group. As a former chief executive officer with a background in other senior management roles, Mr. Manifold has acquired extensive leadership experience in competitive industries. With over 25 years in the building materials industry and 10 years of chief executive experience, Mr. Manifold brings significant knowledge of corporate finance, capital markets, strategic planning, acquisitions and divestitures, and international operations. Mr. Manifold is a Fellow of the Institute of Certified Public Accountants in Ireland and received his M.B.A. and M.B.S. from Dublin City University. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Corporate Strategy | ● HSE Experience | | ● Risk Management | ● Corporate Governance | ● Human Capital Management | | ● Corporate Finance | ● Public Company Director | | | | ● Mergers & Acquisitions | | | Other Current Public Directorships | | Former Public Directorships | | ● BP p.l.c (since 2025) | | ● CRH plc (2009-2024) | | ● Clariant AG (since 2026) | | |

  39. BY MAIL

    | | Peter Vanacker, 60 Belgian-German Executive Director since 2022 |

  40. BY MAIL

    | Biography Mr. Vanacker has served as our Chief Executive Officer since May 2022. Mr. Vanacker previously served as the President, Chief Executive Officer and Chair of the Executive Committee of Neste Corporation, a renewable products company, from 2018 to 2022. Prior to his role at Neste, he served as Chief Executive Officer and Managing Director of CABB Group GmbH, a fine chemicals producer, from 2015 to 2018 and as Chief Executive Officer and Managing Director of Treofan Group, a manufacturer of polypropylene films, from 2012 to 2015. He previously served as Executive Vice President and Member of the Executive Board of Covestro AG (formerly known as Bayer Material Science), a polymers and plastics producer, with responsibility for the global polyurethanes business and as Chief Marketing and Innovation Officer. He received his MSc in chemical engineering from Ghent University. Mr. Vanacker’s extensive experience in the oil and gas and chemicals industries, including chief executive officer and senior leadership experience, provide him with a deep understanding of the Company’s industry, operations, and feedstocks. In addition, he brings a strong understanding of circularity and sustainability issues, and extensive experience leading strategic transformations at large multinational companies. Mr. Vanacker also serves as a member of the Supervisory Board of Symrise AG, a chemicals company that is a major producer of flavors and fragrances, as the chair of the board of the American Chemistry Council, and as a director of the International Council of Chemical Associations. | | | | Skills And Qualifications | | | | ● CEO/Executive Management Experience | ● Public Company Director | ● Human Capital Management | | ● Risk Management | ● Industry Experience | ● Information Systems and Security | | ● Corporate Finance | ● Mergers & Acquisitions | ● Technology and Innovation | | ● Corporate Strategy | ● HSE Experience | ● Public Policy and Compliance | | ● Corporate Governance | | | | Other Current Public Directorships | | | | ● Symrise AG (since 2020) | | |

  41. BY MAIL

    | 16 | LyondellBasell | 2026 Proxy Statement |

  42. BY MAIL

    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, our robust corporate governance policies, practices, and procedures with consideration given to regulatory developments and evolving U.S. and Dutch governance best practices. Our governance guidelines and policies, including those listed below, can be found (i) on our investor website at investors.lyondellbasell.com by clicking “Governance” then “Corporate governance documents,” “Board committees and charters,” or “Policies”; (ii) on our website at www.LyondellBasell.com by clicking “Governance,” then “Policies”; or (iii) attached as an exhibit to our Form 10-K on the Securities and Exchange Commission’s website at www.sec.gov.

  43. BY MAIL

    | | 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, Environmental Security Policy | | Stakeholder Engagement Policy | | | Anti-Corruption Policy | | Prohibiting Insider Trading Policy |

  44. BY MAIL

    Director Independence Our Board annually reviews the independence of its members. In February 2026, the Board affirmatively determined that all of our non-executive directors are independent under the rules of the New York Stock Exchange (the “NYSE”). The Board has adopted categorical standards of independence that meet, and in some instances exceed, the requirements of the NYSE. In order to qualify as independent under our categorical standards, a director must be determined to have no material relationship with LYB other than as a director. The categorical standards include 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. The 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 and that each of our 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 Board considered all other known relationships and transactions in making its determination, including those referenced under “Related Party Transactions” on page 88. In determining that no known transactions or relationships affect the independence of any of the non-executive directors, the Board considered that all of the identified transactions are ordinary course transactions at arms-length.

  45. BY MAIL

    | 2026 Proxy Statement | LyondellBasell | 17 |

  46. BY MAIL

    | | CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE |

  47. BY MAIL

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

  48. BY MAIL

    | ● | Leading Board meetings and executive sessions | | ● | Reviewing and approving Board meeting agendas and schedules, and ensuring there is sufficient time for discussion of topics | | ● | Convening additional Board meetings, as needed | | ● | Facilitating information flow and communication among directors | | ● | Serving as a liaison between the independent directors and the CEO and other members of management | | ● | Together with the Compensation & Talent Development Committee, setting annual and long-term performance goals for the CEO and evaluating his performance | | ● | Presiding at general meetings of shareholders | | ● | Meeting or engaging with shareholders, as appropriate | | ● | Supporting the Company’s strategic growth initiatives |

  49. BY MAIL

    The Board regularly reviews our 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 CEO 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 CEO 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. During the self-assessment process, directors respond to survey questions soliciting information used to improve the effectiveness of the Board and its committees and individual directors, including an individual evaluation process for the Chair, facilitated through survey questions specific to his role. Periodically, the Nominating and Governance Committee engages independent outside consultants to refresh and bring an outside perspective to the self-evaluation process, most recently completed in 2024. In 2025, the Nominating and Governance Committee returned to its annual self-assessment process conducted through surveys of the directors and management, with enhancements reflecting feedback and learnings from the independent outside consultant.

  50. BY MAIL

    | 18 | LyondellBasell | 2026 Proxy Statement |

  51. BY MAIL

    | CORPORATE GOVERNANCE BOARD EVALUATIONS | |

  52. BY MAIL

    For 2025, the Board conducted its evaluation process as described below.

  53. BY MAIL

    | 1 | | | | | Development and Approval of Evaluation Process and Topics | In November 2024, following the board evaluation cycle facilitated by an independent outside consultant, the Nominating and Governance Committee endorsed, and the Board adopted, new Board objectives to improve Board efficiency, transparency, and oversight. In September 2025, the Board discussed and approved the overall process and timeline for the 2025 evaluation cycle. The Nominating and Governance Committee approved the topics and questions for distribution to the individual Board members, including new questions to review board performance against the Board objectives established in 2024. As in prior cycles, the Committee approved an individual evaluation process for the Chair, to be facilitated through survey questions specific to his role, and evaluation of board performance by key members of management. | | 2 | | | | | Distribution and Completion of Surveys | Board members provided responses to the surveys, including separate assessments for each Board committee and for the Chair. In parallel, senior executives provided their views of Board effectiveness and interactions with management through confidential survey responses provided to the Corporate Secretary. Key areas covered in the Board and committee surveys include membership; responsibilities; functionality; meetings; strategy; senior management (including succession planning); focus on performance; ensuring financial robustness; monitoring risk; compliance; building corporate reputation; and individual performance. Committee members are also asked to consider whether each committee is functioning in compliance with its charter and keeping the Board adequately informed, and to review the committee’s member skill sets and leadership. Survey questions for the individual Chair assessment focused on effective management of meetings and facilitation of constructive relationships and communication among Board members and with management. | | 3 | | | | | Board Review and Implementation of Results | The Corporate Secretary compiled feedback from the self-evaluation process, including feedback from senior executives, which was discussed during the February 2026 committee and Board meetings in executive sessions. Policies and practices were evaluated based on the self-assessment results, and the Board considered potential enhancements to Board processes. The Nominating and Governance Committee also considered director feedback in recommending the nomination of continuing directors for reelection. Feedback from the process will also be used to refresh the Board objectives and evaluation process and adjust areas of focus for surveys beyond 2025. |

  54. BY MAIL

    | 2026 Proxy Statement | LyondellBasell | 19 |

  55. BY MAIL

    | | CORPORATE GOVERNANCE DIRECTOR ONBOARDING AND TRAINING |

  56. BY MAIL

    Director Onboarding and Training 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 CEO, CFO, 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 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 and legal developments, shareholder updates, and environmental, social, and corporate governance issues and trends. 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. Our Board has adopted a Stakeholder Engagement Policy, which is available on our website, to outline our values and approach to stakeholder engagement. 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 with analysts, shareholders, and their representatives, at our annual general meeting of shareholders and through our regular participation in industry conferences and investor road shows. During 2025, we held hundreds of meetings with investors. We reached out to our top 20 largest shareholders representing approximately 80% of our shareholder base and engaged with approximately 90% of these investors. Shareholders provided feedback on a range of topics, including our overall strategy, industry trends, capital allocation goals and sustainability strategy. Management updates the Board regularly on conversations with shareholders and feedback received, and our directors, including in their respective roles as committee chairs, join these discussions when requested. We are committed to remaining proactive in our engagement efforts and shareholder outreach.

  57. BY MAIL

    | 20 | LyondellBasell | 2026 Proxy Statement |

  58. BY MAIL

    | CORPORATE GOVERNANCE COMMUNICATION WITH THE BOARD | |

  59. BY MAIL

    Communication with the Board

  60. BY MAIL

    | Shareholders and other interested parties may communicate with the Board or any individual director. Communications should be addressed to our Corporate Secretary by email or regular mail. Communications are distributed to the Board or to one or more individual directors, as appropriate, depending on the facts and circumstances outlined in the communication. Communications such as business solicitations or advertisements; junk mail and mass mailings; new product suggestions; product complaints; product inquiries; and resumes and other forms of job inquiries will not be relayed to the Board. 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 director upon request. | BY EMAIL send an email to CorporateSecretary@LyondellBasell.com BY MAIL LyondellBasell Industries N.V. c/o Corporate Secretary 4th Floor, One Vine Street London W1J 0AH, United Kingdom |

  61. BY MAIL

    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 People & Culture strategy. Our strategy includes efforts to hire, retain, and fairly compensate our workforce.

  62. BY MAIL

    | 2026 Proxy Statement | LyondellBasell | 21 |

  63. BY MAIL

    | | CORPORATE GOVERNANCE HUMAN CAPITAL MANAGEMENT |

  64. BY MAIL

    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.

  65. BY MAIL

    | | What We Do | | | We believe in integrity 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 individual, 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 employees | | | We have a Human Rights Policy available on our website at www.LyondellBasell.com by clicking “Governance,” then “Policies” |

  66. Finance Committee

    | Following its annual review in November 2025, the Nominating and Governance Committee endorsed, and the Board approved, the current director compensation policy with no changes. No increases to board retainers have been approved since 2014, apart from an increase in the annual retainer for the Board Chair in 2018 and an increase in the annual retainer for the Chair of the HSE&S Committee in 2023 to bring it in line with the Audit and C&TD Chair retainer. | Excluding Chair retainers, | | | 12 years | | | with no director pay increase |

  67. Finance Committee

    Our non-executive directors receive cash compensation and equity compensation, in the form of restricted stock units (“RSUs”), for their service on the Board and its committees. Members of the Board have the option to elect to receive all or a portion of the cash component of their compensation in Company shares. Our CEO does not receive any additional compensation for his service as a director.

  68. Finance Committee

    | Board Retainer | Cash | RSUs | | Chair of the Board | $325,000 | $325,000 | | Members | $115,000 | $170,000 | | Committee Retainers | Chairs | Members | | Audit | $27,500 | $15,000 | | Compensation & Talent Development | $27,500 | $10,000 | | Nominating & Governance | $20,000 | $10,000 | | Health, Safety, Environmental & Sustainability | $27,500 | $10,000 | | Finance | $20,000 | $10,000 |

  69. Finance Committee

    | | DIRECTOR COMPENSATION PROHIBITION ON HEDGING AND PLEDGING SHARES |

  70. Finance Committee

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jacques Aigrain | 360,000 | 314,152 | 5,000 | 679,152 | | Lincoln Benet | 145,000 | 164,315 | 5,000 | 314,315 | | Robin Buchanan | 135,000 | 164,315 | — | 299,315 | | Tony Chase | 140,000 | 164,315 | 24,345 | 328,660 | | Bob Dudley | 135,000 | 164,315 | 20,000 | 319,315 | | Claire Farley | 150,000 | 164,315 | 25,095 | 339,410 | | Rita Griffin | 152,500 | 164,315 | 20,000 | 336,815 | | Michael Hanley | 152,500 | 164,315 | 29,393 | 346,208 | | Virginia Kamsky | 135,000 | 164,315 | 24,845 | 324,160 | | Bridget Karlin(4) | 148,384 | 164,315 | 24,345 | 337,044 | | Albert Manifold | 152,500 | 164,315 | 5,000 | 321,815 |

  71. Finance Committee

    | (1) Includes retainers for services earned or paid through December 31, 2025. | | (2) Represents annual grants of RSUs for all directors. | | The annual grants of RSUs are made in conjunction with the Board’s regularly scheduled meeting in May of each year. The terms of the RSUs provide for vesting one year from the date of grant and for cash dividend equivalent payments when dividends are paid on the Company’s shares. In 2025, the annual grant for each director, other than Mr. Aigrain, was 2,917 units. Mr. Aigrain received 5,577 units. These awards are the only stock awards outstanding at 2025 fiscal year-end for the non-executive directors. In accordance with FASB Topic ASC 718, Compensation — Stock Compensation (“ASC 718”), the grant date fair value of the awards is the number of units granted times the fair market value of our shares on that date. See Note 17 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2025 for a description of accounting for equity-based compensation. | | (3) Includes $5,000 for each intercontinental trip taken for work performed for the Company. From time to time, we may permit a director’s spouse or other invited guest to accompany the director on Company aircraft to and from Board meetings or other company business when a seat is available. In those cases, there is de minimis incremental cost to the Company and, as a result, no amount is reflected in the 2025 Director Compensation table. Also includes benefits in kind related to tax preparation and advice related to the directors’ UK and Dutch tax returns and payments. The Company provides these services through a third party to members of our Board because of our unique incorporation and tax domicile situation. | | (4) Ms. Karlin was appointed to the Finance Committee on March 1, 2025 and her committee retainer was prorated. |

  72. Item 5

    | ● | positioning total direct compensation and each individual element of executive compensation near the median of our peer group companies, with consideration given to the relative complexity of comparable executive roles; | | ● | aligning short-term incentive awards with annual operating, financial, and strategic objectives, while taking into account the realities of a cyclical industry and rewarding differential performance rather than favorable or unfavorable market circumstances; and | | ● | rewarding absolute and relative performance over time through long-term equity incentive awards. |

  73. Value Creation Target

    | | Base Salary | Short-Term Incentives | Long-Term Incentives | | | | Cash | Cash | PSUs (60%) | RSUs (40%) | | Timing | Annual | Annual | Three-year performance period | RSUs granted in 2024 and 2025 vest ratably over three years; RSUs granted in 2023 cliff vest after three years | | Metrics | Determined when executives are hired or promoted into their position and reviewed annually. Individual performance is a key driver of any annual base salary adjustment. Increases are not guaranteed and must be approved by the C&TD Committee. | Payout from 0 to 200% of target based on individual performance (for executives other than the CEO), and company performance in: ● Business results (60%) ● Safety (20%) ● Sustainability (10%) ● Value Creation (10%) | Target value at grant is determined as a percentage of base salary. Payout from 0% to 200% of target based on relative TSR over a three-year period and FCF per share performance relative to long-range plan projections. Relative TSR measure capped at 100% if TSR is negative. | Target value at grant is determined as a percentage of base salary. Value delivered through long-term stock price performance. | | Rationale | Provides competitive levels of fixed pay to attract and retain executives. | Attracts and motivates executives by aligning compensation with key annual objectives and the results that are achieved. | Links executive compensation to long-term performance through key performance metrics and stock price, balancing long-term internal targets and relative market performance. | Encourages executives to increase shareholder value over the long term and supports talent retention. | | | Fixed | Performance-Based | | Variable |

  74. Value Creation Target

    Competitive Positioning and Our Peer Group Annually, the C&TD Committee reviews the TTDC for each of our executive officers, which includes base salaries, target bonuses, and the grant date value of long-term incentive awards. The Committee strives to set our NEOs’ TTDC and each individual component of executive compensation near the median compensation levels of our peer group companies, while considering other factors described below. A large portion of the TTDC opportunity for our NEOs is directly tied to the achievement of financial and operational metrics that measure our performance in both absolute terms and relative to peers. The Committee reviews publicly available financial and compensation information reported by our peer group companies (described below) and general survey data. The survey data used to inform the Committee’s 2025 compensation decisions was collected from the Willis Towers Watson Executive Compensation Database. This survey data reflects a combination of general industry and chemical industry compensation for executives with responsibilities similar to those of our executives. The Committee reviews the peer group and survey data to determine the market range and median compensation for each executive’s position and then sets each executive’s base salary and compensation targets for the current year. This generally involves establishing an annual bonus target and the target value of LTI awards as a percentage of base salary. Median compensation is used as a reference point for pay recommendations. Actual pay and targets vary from median based on the executive’s industry experience; experience and performance in his or her role and at the Company; value of the role to the Company; internal pay parity among our executives; and any other factors the Committee deems relevant. The compensation peer group is also used more generally when the Committee reviews our compensation program design, including the types of compensation awarded and the terms and conditions of compensation components. Our 2025 Peer Group The C&TD Committee conducts an annual review of the Company’s executive compensation peer group to determine if any changes are necessary. In choosing our peers, the Committee involves management and uses research and advice from the Committee’s independent compensation consultant and considers companies that operate in similar industries or are identified as potential competitors for business or talent, with consideration given to company size and comparability of financial, operating and business considerations. The C&TD Committee believes the 18-company peer group below represents a reasonable balance in terms of industry mix and financial size while providing a robust set of data points for benchmarking executive pay. In September 2024, the Committee reviewed and approved continuing to use the 2024 peer group for 2025.

  75. Value Creation Target

    The 2025 peer group companies reported 2025 revenues that ranged from approximately $6.8 billion to $136.6 billion, with a median revenue of approximately $35.7 billion. In comparison, the Company’s 2025 revenue was approximately $30.2 billion. The 2025 peer group was used to develop the market data and benchmarking materials that were provided to the C&TD Committee to assist with the 2025 decision-making process.

  76. Value Creation Target

    2025 Executive Compensation Decisions in Detail The compensation of our executive officers, including our NEOs, is reviewed and approved by the C&TD Committee at the time of each executive’s hiring or promotion and annually during a regularly scheduled meeting held in February. Decisions are made based on the Company’s and each executive’s performance in the prior year, other than with respect to PSU payouts, for which decisions are based on Company performance over a three-year period. February 2025 compensation decisions included the approval of 2025 base salaries; target values, criteria and metrics for the 2025 annual bonuses to be paid in 2026; and 2025 grants of annual long-term incentive awards, including PSUs and RSUs, as described on page 53. In February 2026, the Committee approved payout of 2025 annual bonuses and the percentage earned for the PSUs granted in 2023 with a performance period that ended December 31, 2025. 2025 Base Salaries The table below shows the base salaries for our NEOs in 2024 and 2025. Salary changes are generally approved at the C&TD Committee’s February meeting and effective on April 1. The Committee reviews market data and considers internal pay parity when making its decisions. The Committee also considers each executive’s performance during the prior year, any changes in responsibilities, and the executive’s time in role. The 2025 salary increases for Messrs. Vanacker, Rhenman, and Kaplan, and Ms. Foley, each effective April 1, 2025, represented annual salary adjustments to maintain market competitiveness. Mr. Izquierdo succeeded Mr. McMurray as our EVP and CFO effective as of March 1, 2025.

  77. Value Creation Target

    2025 Annual Bonus Payments The Company’s annual bonus program rewards participants for achieving the Company’s annual objectives. Under this short-term incentive, or STI, program, the C&TD Committee establishes metrics and target performance levels and sets a target bonus, determined as a percentage of base salary, for each executive. In 2025, our NEOs’ target bonuses were as follows.

  78. Value Creation Target

    | Name | 2024 Target Bonus (% of salary) | 2025 Target Bonus (% of salary) | | Peter Vanacker | 170% | 170% | | Agustin Izquierdo | N/A | 90% | | Kimberly Foley | 100% | 100% | | Torkel Rhenman | 100% | 100% | | Jeffrey Kaplan | 90% | 100% | | Michael McMurray(1) | 95% | 95% |

  79. Value Creation Target

    | Component and weighting | Threshold | Target | Maximum | Payout | | Business Results | | | | | | | | | | 0% | | Value Creation | | | | | | | | | | 200% | | ESG | | | | | | Safety Performance | | | | 173% | | Sustainability | | | | | | | | | | 126% | | OVERALL PAYOUT | | | | 67% |

  80. Value Creation Target

    | (1) Mr. Vanacker’s STI payouts are based entirely on Company performance. There is no individual performance component for the CEO. | | (2) 15% of the total STI bonus payout will be zero during the industry downturn if the CIP target is not met. If the CIP target is met, there will be no change. The Company met the 2025 CIP target. Overall payout under the STI program will not exceed 200% of an individual’s target bonus. | | (3) Recurring annual EBITDA for the Value Enhancement Program is the year-end EBITDA run rate estimate based on 2017-2019 mid-cycle margins. Value unlocked as of December 2025 is based on a 2021 baseline. | | (4) Includes renewable, mechanical and chemical recycling sales volumes from our CLCS and APS businesses. Production and marketing includes (i) joint venture production marketed by LYB plus our pro rata share of the remaining production produced and marketed by the joint venture, and (ii) production via third-party tolling arrangements. |

  81. Sustainability (10%)

    | Name | Individual Target Bonus | Company Performance Component | | | Individual Performance Component | | | STI Payout (as a % of salary) | STI Payout | | Peter Vanacker | 170%x | 67% | | | | | = | 114% | $1,708,500 | | Agustin Izquierdo(1) | 90%x | ( (67%x | 75%) | + | (150%x | 25%) ) | = | 79% | $484,825 | | Kimberly Foley | 100%x | ( (67%x | 75%) | + | (100%x | 25%) ) | = | 75% | $624,575 | | Torkel Rhenman | 100%x | ( (67%x | 75%) | + | (110%x | 25%) ) | = | 78% | $631,330 | | Jeffrey Kaplan | 100%x | ( (67%x | 75%) | + | (100%x | 25%) ) | = | 75% | $593,630 | | Michael McMurray(2) | 95%x | ( (67%x | 75%) | + | (100%x | 25%) ) | = | 71% | $628,911 |

  82. Sustainability (10%)

    | (1) Mr. Izquierdo’s STI award was pro-rated to reflect his promotion to CFO effective March 1, 2025. | | (2) Mr. McMurray retired from his position as CFO effective March 1, 2025. For more information, please see “Potential Payments Upon Termination or Change in Control” on page 69. |

  83. Sustainability (10%)

    | Name | 2024 Target (% of base salary) | Total Value of 2024 LTI Awards | 2025 Target (% of base salary) | Total Value of 2025 LTI Awards | | Peter Vanacker | 759% | $11,000,000 | 733% | $11,000,000 | | Agustin Izquierdo | N/A | N/A | 250% | $1,625,000 | | Kimberly Foley | 310% | $2,402,500 | 310% | $2,573,000 | | Torkel Rhenman | 310% | $2,480,000 | 310% | $2,517,200 | | Jeffrey Kaplan | 300% | $2,297,700 | 300% | $2,366,631 | | Michael McMurray(1) | 400% | $3,519,000 | 400% | $3,519,000 |

  84. TSR Rank Metric

    | | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | | Positive TSR Payout | 200% | 200% | 200% | 200% | 194% | 182% | 159% | 136% | 112% | 94% | 82% | 71% | 59% | — | — | — | — |

  85. TSR Rank Metric

    The companies that are used as comparators in determining our relative TSR performance (shown below) are sixteen of the Company’s primary competitors, either directly or for investment dollars, in the chemicals industry. For 2025, the TSR peer group was adjusted to remove Covestro AG due to its acquisition by ADNOC in December 2025. Otherwise, the C&TD Committee maintained the same TSR peer group as used for the 2024 PSUs, focused on companies both within and outside of the S&P 500 Chemicals Index with business models most similar to that of the Company. The C&TD Committee has provided for adjustments to the peer group in the event of bankruptcies, acquisitions, or going-private transactions involving any of the peers during the performance period.

  86. 2025 PSUs - TSR Peer Group Companies

    2025 PSUs - TSR Peer Group Companies

  87. 2025 PSUs - TSR Peer Group Companies

    | Akzo Nobel N.V. Arkema S.A. BASF SE Celanese Corporation | Dow Inc. DuPont de Nemours, Inc. Eastman Chemical Company Evonik Industries A.G. | FMC Corporation Huntsman Corporation Methanex Corporation Olin Corporation | PPG Industries, Inc. RPM International Inc. Shin-Etsu Chemical Co., Ltd. Westlake Corporation |

  88. Free Cash Flow per Share Metric

    | FCF per Share (% of Target) | ≥ 135% | 130% | 125% | 120% | 115% | 110% | 95-105% | 90% | 85% | 80% | 75% | < 75% | | Payout | 200% | 183% | 167% | 150% | 133% | 117% | 100% | 88% | 75% | 63% | 50% | — |

  89. Free Cash Flow per Share Metric

    2025 Grants of RSUs (40%) In 2025, each of our NEOs received a number of RSUs calculated by dividing 40% of the dollar amount of his LTI target by the fair market value of the Company’s shares, based on the average closing price of the Company’s shares over the 20 trading days prior to the date of grant. The 2025 RSU grants vest ratably over three years. Upon vesting, holders of RSUs receive one share of the Company’s common stock for each RSU. RSU holders also receive cash dividend equivalents on their units throughout the vesting period. Payout of 2023 PSUs with a Performance Period Ended December 31, 2025 Each of our NEOs received a PSU award with a performance period that ended December 31, 2025. Payout of these PSUs is determined based 50% on the Company’s TSR relative to our peers over the performance period and 50% on the Company’s FCF per share relative to long-range plan projections. Payout under the TSR metric is capped at 100% if TSR is negative. At its meeting in February 2026, the C&TD Committee determined that 25% had been earned under the 2023 PSUs, reflecting 50% payout under the TSR metric because the Company’s TSR was negative and fell in the lower half of selected peers, and no payout under the FCF per share metric because the Company’s FCF per share fell well below the target set by our C&TD Committee due to the challenging market environment in 2025. While the Company believes disclosing specific targets during an ongoing performance period would result in competitive harm, the performance period for the 2023 PSUs ended December 31, 2025. TSR and FCF per share targets for the 2023 PSUs are disclosed below, along with performance results.

  90. Actual Result: $5.82

    | FCF per Share Target($) | ≥ 11.50 | 11.09 | 10.65 | 10.22 | 9.80 | 9.37 | 8.52 | 7.67 | 7.24 | 6.82 | 6.39 | < 6.39 | | Payout (%) | 200 | 183 | 167 | 150 | 133 | 117 | 100 | 88 | 75 | 63 | 50 | — |

  91. Actual Result: $5.82

    Additional Information Concerning Executive Compensation Share Ownership and Holding Requirements The Company’s Share Ownership Guidelines require executives to achieve an ownership of Company shares that is valued at a percentage of their respective base salaries. Executives are expected to meet or exceed the guidelines within five years of their hiring or promotion into their role. They may not sell shares unless and until these ownership levels have been met and then only shares in excess of the required levels may be sold. Under the guidelines, only shares beneficially owned and RSUs count toward meeting the ownership thresholds. Performance awards, stock options, and dividend equivalents are not counted. We determine compliance with our Share Ownership Guidelines on a quarterly basis. The number of shares held by each of our NEOs as a multiple of base salary as of December 31, 2025 is set forth below. Mr. Izquierdo is still within the five-year transition period for attaining the required ownership. Mr. McMurray is no longer subject to the Share Ownership Guidelines following his departure as CFO on March 1, 2025.

  92. Actual Result: $5.82

    Clawbacks Under the Company’s clawback policy, a copy of which is attached to our 2025 Annual Report on Form 10-K in accordance with SEC rules, the C&TD Committee can elect to recover annual bonus or equity compensation from any executive determined to have engaged in misconduct that increased the value of the compensation he or she received. Annual bonus compensation may be recovered if an executive engages in misconduct, including any act or failure to act causing a violation of law, Company policies, or GAAP, whether or not such misconduct affected the calculation of his or her bonus compensation. In accordance with SEC rules and NYSE listing standards, our clawback policy also allows the Company to recover incentive-based compensation erroneously received by current or former executive officers after an accounting restatement. In addition to the clawback policy applicable to all incentive-based compensation, all time-based RSUs include recoupment provisions triggered in the event of executive misconduct or breach of restrictive covenant obligations. Hedging and Pledging Policies All of our executive officers, including our NEOs, are subject to our Policy Prohibiting Insider Trading. Under this policy, executives may not purchase, sell or write options on LYB shares, engage in short sales, or participate in any other derivative or short-term purchase or sale transactions that would enable them to hedge the economic risk of their share ownership. Additionally, our executives are prohibited from pledging LYB shares as collateral for personal loans or other obligations, including holding shares in a brokerage margin account. These restrictions extend to executives’ immediate family members and certain related entities and are intended to keep our executives’ interests aligned with the long-term interests of the Company and our shareholders.

  93. Actual Result: $5.82

    Grant Practices Specific to Stock Options We do not currently grant stock options as part of our equity compensation programs. If stock options were to be granted in the future, LYB would not grant such options in anticipation of the release of material non-public information that is likely to result in changes to the price of our common stock, and would not time the public release of such information based on stock option grant dates. In 2025, none of our NEOs were awarded stock options. Perquisites and Other Benefits Our NEOs receive the same benefits generally provided to all of our employees, which include vacation allowances, Company matching under our 401(k) plan, Company contributions to our defined benefit pension plan, and health and welfare benefits. The perquisites received by our executives that are not offered to all employees include:

  94. Actual Result: $5.82

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value(5) ($) | All Other Compensation(6) ($) | Total ($) | | Peter Vanacker Chief Executive Officer | 2025 | 1,486,539 | — | 11,846,184 | — | 1,708,500 | 20,693 | 515,529 | 15,577,445 | | | 2024 | 1,450,000 | — | 12,586,300 | — | 2,563,600 | 18,836 | 399,728 | 17,018,464 | | | 2023 | 1,437,500 | — | 8,978,151 | 2,664,298 | 2,946,400 | 16,479 | 503,366 | 16,546,194 | | Agustin Izquierdo Executive Vice President and Chief Financial Officer | 2025 | 606,731 | — | 1,750,032 | — | 484,825 | 17,902 | 83,716 | 2,943,206 | | Kimberly Foley Executive Vice President Olefins & Polyolefins | 2025 | 816,039 | — | 2,770,990 | — | 624,575 | 62,161 | 89,726 | 4,363,491 | | | 2024 | 762,308 | — | 2,749,013 | — | 895,125 | 76,385 | 86,811 | 4,569,642 | | Torkel Rhenman Executive Vice President Advanced Polymer Solutions | 2025 | 808,954 | — | 2,710,938 | — | 631,330 | 23,405 | 71,485 | 4,246,112 | | | 2024 | 800,000 | — | 2,837,771 | — | 804,000 | 21,763 | 84,602 | 4,548,136 | | | 2023 | 798,275 | — | 2,024,259 | 600,685 | 894,900 | 20,740 | 91,436 | 4,430,295 | | Jeffrey Kaplan Executive Vice President General Counsel and Procurement | 2025 | 783,044 | — | 2,548,795 | — | 593,630 | 34,608 | 105,472 | 4,065,549 | | | 2024 | 761,517 | — | 2,629,192 | — | 796,153 | 32,274 | 101,743 | 4,320,879 | | | 2023 | 734,000 | — | 1,751,648 | 519,783 | 884,115 | 34,149 | 104,545 | 4,028,240 | | Michael McMurray(1) Former Executive Vice President and Chief Financial Officer | 2025 | 879,750 | — | 3,789,766 | — | 628,911 | 23,097 | 102,024 | 5,423,548 | | | 2024 | 872,313 | — | 4,026,506 | — | 1,027,988 | 21,202 | 120,687 | 6,068,696 | | | 2023 | 843,500 | — | 2,775,140 | 823,520 | 1,132,519 | 19,924 | 102,024 | 5,696,627 |

  95. Actual Result: $5.82

    | COMPENSATION TABLES GRANTS OF PLAN-BASED AWARDS | |

  96. Actual Result: $5.82

    | | COMPENSATION TABLES OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 |

  97. Actual Result: $5.82

    | COMPENSATION TABLES OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 | |

  98. Actual Result: $5.82

    | | COMPENSATION TABLES OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 |

  99. Actual Result: $5.82

    | (a) Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 69. |

  100. Actual Result: $5.82

    | COMPENSATION TABLES OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 | |

  101. Actual Result: $5.82

    | (a) Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 69. |

  102. Actual Result: $5.82

    | | COMPENSATION TABLES OPTION EXERCISES AND STOCK VESTED |

  103. Actual Result: $5.82

    | COMPENSATION TABLES PENSION BENEFITS | |

  104. Actual Result: $5.82

    | | COMPENSATION TABLES NON-QUALIFIED DEFERRED COMPENSATION IN 2025 |

  105. Actual Result: $5.82

    | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TREATMENT OF EQUITY AWARDS |

  106. Actual Result: $5.82

    | | Retirement (age 55 + 10 years of service)(1) | Enhanced Retirement (age 60 + 10 years of service)(1) | Death or Disability | Termination For Cause or Resignation | Termination Without Cause | Change of Control (“COC”) | | Restricted Stock Units | Award is prorated(2) and vests immediately; remaining unvested RSUs are forfeited | Vest in full on original vesting schedule | Award vests in full immediately | Forfeit all unvested awards | Award is prorated(2) and vests immediately; remaining unvested RSUs are forfeited | Award vests in full if qualified termination occurs within 1 year of COC | | Performance Share Units | Award is prorated(3) and payable according to the original vesting schedule | Vest in full on original vesting schedule | Award is prorated(3) and payable according to the original vesting schedule | Forfeit all unvested awards | Award is prorated(3) and payable according to the original vesting schedule | Award is prorated(4) and immediately payable if a qualified termination occurs within 1 year of COC. Otherwise, award vests according to original schedule | | Stock Options and SARs – Vesting | Award is prorated(5) and vests immediately | Vest in full on original vesting schedule | Award vests in full immediately | Forfeit all unvested awards | Award is prorated(5) and vests immediately | Award vests in full immediately if qualified termination occurs within 1 year of COC | | Stock Options and SARs – Remaining Exercise Term | Maximum 5 years from last day worked, up to originally stated term | Up to originally stated term | Maximum 12 months from last day worked, up to stated term | For Cause – Forfeit all vested awards Resignation – Previously vested options may be exercised maximum 90 days from last day worked, up to originally stated term | Maximum 90 days from last day worked, up to originally stated term | Maximum 90 days from last day worked, up to stated term | | Employee Stock Purchase Plan | Contributions made during purchase period will be refunded to employee via payroll. In the event of a COC, the acquiring company may assume company rights under the plan. Otherwise, purchase date of current purchase period is accelerated to a date prior to the COC specified by the Board. | | | | | |

  107. Actual Result: $5.82

    | (1) See the section “Retirement or Enhanced Retirement” below on page 71 for more information. | | (2) RSUs provide for vesting in equal installments on the first three anniversaries of the grant date. In the event of Retirement and Termination without Cause, pro-ration is determined for each unvested installment separately based on the number of months worked from the date of grant until retirement or termination, divided by the number of months from the date of grant until the original vesting date for that installment. | | (3) For PSUs, in the event of Retirement, Death or Disability and Termination without Cause, pro-ration is determined based on the number of months worked from the beginning of the relevant performance period until termination divided by the number of months in the performance period. The number of units earned under the PSUs is based on performance over the applicable three-year performance period as determined by the C&TD Committee in the first quarter after the end of the performance period and can range from 0 to 200% of target. | | (4) PSUs vest pro rata based on the number of months worked from the beginning of the performance period until termination divided by the number of months in the performance period. The number of units earned under the PSUs is based on the C&TD Committee’s determination of performance results as of the last quarter prior to the change in control. | | (5) In the event of Retirement or Termination without Cause, pro-ration is determined for each unvested installment separately based on the number of months worked from the date of grant until termination divided by the number of months from the date of grant until the original vesting date for that installment. |

  108. Actual Result: $5.82

    | 70 | LyondellBasell | 2026 Proxy Statement |

  109. Actual Result: $5.82

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL RETIREMENT OR ENHANCED RETIREMENT | |

  110. Actual Result: $5.82

    | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL POTENTIAL PAYMENTS |

  111. Actual Result: $5.82

    | (2) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described below. Deductions from, and additions to, 2025 total compensation in the Summary Compensation Table to calculate Compensation Actually Paid consist of: |

  112. Actual Result: $5.82

    | (4) We determined EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. EBITDA is a non-GAAP financial measure. 2021-2024 EBITDA in the table has been recast to include discontinued operations; the impact was not material. More information on EBITDA can be found at Appendix A to this proxy statement. We may determine a different financial performance measure to be the most important financial performance measure in future years. |

  113. Actual Result: $5.82

    | PAY VERSUS PERFORMANCE | |

  114. PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. TSR and S&P 500 Chemicals Index TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. TSR and S&P 500 Chemicals Index TSR Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s Net Income during the five most recently completed fiscal years.

  115. PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income

  116. PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income

    | 2026 Proxy Statement | LyondellBasell | 75 |

  117. PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income

    | | PAY VERSUS PERFORMANCE |

  118. PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and our EBITDA during the five most recently completed fiscal years.

  119. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA Tabular List of Most Important Financial and Non-Financial Performance Measures The following table presents the financial and non-financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.

  120. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (in alphabetical order) | | EBITDA | | Free Cash Flow per Share | | Safety | | Sustainability | | Value Creation |

  121. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 76 | LyondellBasell | 2026 Proxy Statement |

  122. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Authorization to Conduct Share Repurchases

  123. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | The Board recommends that you vote FOR the proposal to grant authority to the Board to repurchase up to 10% of our issued share capital until November 22, 2027. |

  124. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Under Dutch law and our Articles of Association, shareholder approval is necessary to authorize our Board to repurchase shares. At the annual general meeting of shareholders held on May 23, 2025, shareholders authorized the Board to repurchase up to 10% of our issued share capital. As of April 1, 2026, we have not repurchased any shares pursuant to this authorization. Adoption of the current proposal will give us the flexibility to continue to repurchase shares if we believe it is an appropriate use of our liquidity. The number of shares repurchased, if any, and the timing and manner of any repurchases will be determined after taking into consideration prevailing market conditions, our available resources, and other factors that cannot now be predicted. In order to provide us with sufficient flexibility, we propose that shareholders grant authority to the Board to repurchase up to 10% of our issued share capital as of the date of the Annual Meeting (or, based on the number of shares issued as of April 1, 2026, approximately 34,042,250 shares) on the open market, through privately negotiated repurchases, in self-tender offers, or through accelerated repurchase arrangements, at prices ranging from the nominal value of our shares up to 110% of the market price for our shares; provided that (i) for open market or privately negotiated repurchases, the market price shall be the price for our shares on the NYSE at the time of the transaction; (ii) for self-tender offers, the market price shall be the volume weighted average price (“VWAP”) for our shares on the NYSE during a period, determined by the Board, of no less than one and no greater than five consecutive trading days immediately prior to the expiration of the tender offer; and (iii) for accelerated repurchase arrangements, the market price shall be the VWAP for our shares on the NYSE over the term of the arrangement. The VWAP for any number of trading days shall be calculated as the arithmetic average of the daily VWAP on those trading days. If approved, the authority will extend for 18 months from the date of the Annual Meeting, or until November 22, 2027, and will replace the current repurchase authorization of the Board which was approved by shareholders at the annual general meeting on May 23, 2025. Any shares repurchased under this authority may be cancelled pursuant to the authorization to cancel shares requested under Item 8 below.

  125. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 77 |

  126. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Cancellation of Shares

  127. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | The Board recommends that you vote FOR the proposal to cancel all or a portion of the shares in our treasury account. |

  128. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Under Dutch law and our Articles of Association, shareholder approval is necessary to cancel ordinary shares that are held in treasury by us, or that may in the future be held in treasury by us as a result of share repurchases. Also under Dutch law, the number of shares held by us, or our subsidiaries, may not exceed 50% of our issued share capital at any time. As of April 1, 2026, we held approximately 17.7 million shares in our treasury account, primarily as the result of share repurchases. Treasury shares, if not cancelled, may be used for general corporate purposes, including for issuance under our equity compensation plans. We are requesting that shareholders approve the cancellation of all or any portion of shares held in our treasury account or that may be repurchased pursuant to the authority requested under Item 7, above. If this Item 8 is adopted, the cancellation of treasury shares may be executed in one or more tranches. The number of treasury shares that will be cancelled, if any, will be determined by the Board. If the Board determines it is appropriate to cancel our shares, we will follow the procedure set forth under Dutch law to cancel treasury shares from time to time. In accordance with Dutch statutory provisions, the cancellation of treasury shares will not be effective until two months after the resolution to cancel treasury shares has been filed with the Dutch Trade Register and announced in a Dutch national daily newspaper. Once the procedure is complete, the relevant treasury shares will be cancelled. If this Item 8 is not approved, we will not cancel any treasury shares unless the general meeting of shareholders approves such cancellation at a later date.

  129. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 78 | LyondellBasell | 2026 Proxy Statement |

  130. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Amendment and Restatement of Long Term Incentive Plan

  131. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | The Board recommends that you vote FOR the proposal to amend and restate the LyondellBasell Industries Long Term Incentive Plan. |

  132. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    The LyondellBasell Industries Long Term Incentive Plan (the “LTIP” or “Plan”) provides for the grant of awards to eligible employees and directors in the form of stock options, stock appreciation rights (“SARs”), restricted shares, RSUs, cash awards, and other stock-based awards. The purpose of the LTIP is to further the long-term interests of the Company and its stakeholders by offering incentives to employees and directors who can contribute materially to the success and profitability of the Company, to recognize and reward outstanding performance, to reinforce the commonality of interest between the Company’s shareholders and the participants in the LTIP, and to aid in attracting and retaining employees with outstanding abilities and specialized skills. The LTIP was most recently amended and restated by shareholders at the Company’s 2021 annual general meeting. At that time, shareholders approved amendment and restatement of the LTIP to increase the number of the Company’s ordinary shares, par value €0.04 (the “shares”), authorized for issuance thereunder by an additional 8,000,000 shares, as well as certain amendments to provide for corporate governance and compensation best practices (the “2021 Plan”). Shareholders also granted authority to the Board to issue the shares authorized for issuance under the LTIP and to exclude pre-emptive rights of shareholders in that regard, both for a period of five years from the date of the 2021 Annual Meeting. As of April 1, 2026, 3,430,880 of the previously authorized shares remained available for new awards under the LTIP. Given recent volatility in the industry, the Board has determined that the current number of common shares available for grants under the 2021 Plan may not be sufficient to meet the objectives of our compensation program going forward. In February 2026, on the recommendation of the C&TD Committee, following consultation with its independent consultant, Pearl Meyer, the Board approved amendment and restatement of the 2021 Plan to increase the number of shares authorized for issuance thereunder by an additional 8,000,000 shares, and to add a cap on per annum awards to non-employee directors, in each case subject to shareholder approval. The following summary provides an overview of certain material terms of the LTIP, as proposed to be amended, and is subject in all respects to the full text of the LTIP, as set forth in Appendix B to this proxy statement (the “Amendment”). The Amendment is subject to shareholder approval, which includes granting authority to the Board to issue the shares authorized for issuance under the LTIP and to exclude pre-emptive rights of shareholders in that regard, both for a period of five years from the date of the 2026 Annual Meeting. If this proposal is approved by our shareholders, the Amendment will become effective on May 22, 2026, thereby increasing the overall number of shares available for issuance under the Plan by 8,000,000 and increasing the number of shares available for issuance pursuant to awards under the Plan by that same 8,000,000. If our shareholders do not approve this proposal, the 2021 Plan will remain in effect in its current form. However, without approval of the Amendment by our shareholders, we may not have enough shares available under the Plan to cover all of the equity awards in 2026 and 2027. In this event, the C&TD Committee would be required to revise its compensation philosophy to attract, retain, and compensate eligible officers, employees and non-employee directors. Shares Available, Burn Rate and Dilution In determining the number of additional shares to be requested, the C&TD Committee and Board reviewed both the historical burn rate under the LTIP and the potential dilution resulting from future share issuances under the LTIP. After consideration, they determined that the potential dilution from the proposed LTIP restatement is reasonable in light of the benefits derived from the Company’s continuing ability to issue equity awards, primarily in employee recruitment and retention, and in aligning the interests of our directors, executives, and other employees with those of our shareholders.

  133. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 79 |

  134. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | ITEM 9 AMENDMENT AND RESTATEMENT OF LONG TERM INCENTIVE PLAN SHARES AVAILABLE, BURN RATE AND DILUTION |

  135. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    We calculate burn rate as (i) the number of shares subject to equity awards granted under the LTIP in each fiscal year (assuming target-level performance under performance awards) divided by (ii) the weighted average number of shares outstanding during that year. Over the last three fiscal years, the Company’s average burn rate was approximately 0.44%.

  136. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | 2023 | 2024 | 2025 | Three-Year Average | | Equity Awards | 1,387,706 | 1,252,702 | 1,647,635 | 1,429,348 | | Average Shares Outstanding | 324,873,158 | 324,881,373 | 322,104,422 | 323,952,984 | | Burn Rate | 0.43% | 0.39% | 0.51% | 0.44% |

  137. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    The C&TD Committee and Board also considered the potential future dilution to shareholders based on our current shares outstanding and the request for an additional 8,000,000 shares to be available for awards under the LTIP. The Company maintains two equity incentive plans, the LTIP and the LyondellBasell Industries N.V. Global Employee Stock Purchase Plan (the “ESPP”). As of April 1, 2026, there are 1,602,968 shares remaining available for future grant under the ESPP. We calculate potential future dilution as (i) (a) the number of shares subject to our outstanding equity awards under the LTIP at April 1, 2026, including accrued dividends, plus (b) the number of shares available to be granted under the LTIP, including the additional shares requested under the Amendment, divided by (ii) the total shares outstanding including shares subject to potential outstanding equity awards. As of April 1, 2026, there were 322,769,286 shares of our common stock outstanding. On April 1, 2026, the closing price for the Company’s shares as reported on the NYSE was $76.71.

  138. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (as of April 1, 2026) | | | Shares subject to outstanding full value awards under the LTIP(1) | 3,430,788 | | Shares subject to outstanding stock options under the LTIP(2) | 1,807,916 | | Weighted-average exercise price of outstanding options | $90.92 | | Weighted-average remaining term of outstanding options | 3.87 years | | Shares remaining available for future grant under the LTIP(3) | 3,430,880 | | Additional shares being requested under the LTIP | 8,000,000 | | Total potential outstanding equity awards(1) | 16,669,584 | | Total shares outstanding | 322,769,286 | | Total shares outstanding including potential outstanding equity awards(1) | 339,438,870 | | Potential Dilution as a Percentage of Shares Outstanding | 4.91% |

  139. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (1) Includes outstanding RSUs and PSUs, assuming target-level performance for unearned awards. | | (2) No SARs are outstanding. | | (3) Assumes target-level performance for unearned awards. |

  140. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 80 | LyondellBasell | 2026 Proxy Statement |

  141. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | ITEM 9 AMENDMENT AND RESTATEMENT OF LONG TERM INCENTIVE PLAN PROPOSED AMENDMENTS TO THE LTIP | |

  142. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Proposed Amendments to the LTIP Additional Shares. We are asking shareholders to approve the authorization of an additional 8,000,000 shares for issuance under the Plan, for a total of approximately 16,669,584 shares available for issuance pursuant to new or outstanding awards under the amended Plan. Additional information on our total shares available and outstanding is set forth above under the heading “Shares Available, Burn Rate, and Dilution.” Non-employee Director Awards. Amendments align the LTIP with the Company’s Articles of Association by providing that per annum awards granted to any individual non-executive Board member may not exceed $2 million in aggregate grant-date fair market value, calculated by multiplying the number of units granted times the fair market value of our Common Stock on that date. The Articles of Association limit the aggregate of all fees paid per annum to any individual non-executive Board member to $2 million. Plan Highlights and Best Practices

  143. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | Overall Share Limit. The Plan authorizes a fixed number of shares for issuance. The Plan does not contain an annual “evergreen” provision, and shareholder approval is required to authorize the issuance of additional shares. | | Minimum Vesting Provision. With certain limited exceptions, awards generally must vest over a period of not less than one year from the date of grant. | | | No Liberal Share Recycling. Shares used or withheld to satisfy the exercise price or tax and withholding obligations on any award are not recycled into the available share pool. | | Change in Control “Double Trigger.” The Plan provides for “double-trigger” vesting in connection with any change-in-control event. | | | No Repricing. Options or SARs issued under the Plan cannot be repriced, replaced, or regranted through cancellation or by decreasing the exercise price of a previously granted Option or SAR without prior shareholder approval. | | Clawbacks. Awards granted under the Plan are subject to clawbacks that allow the Company to recover compensation in certain circumstances. In addition to the clawback policy applicable to all incentive-based compensation, all time-based RSUs include recoupment provisions triggered in the event of executive misconduct or breach of restrictive covenant obligations. | | | No Discounted Stock Options or SARs. All stock options and SARs must have an exercise price equal to or greater than the fair market value of the underlying stock on the date of grant. | | Independent Compensation Committee. Subject to certain limited delegations of authority, employee awards are administered by the C&TD Committee comprising 100% independent directors. | | | No Cash-Out of Underwater Options. Stock options or SARs issued under the Plan may not be repurchased by the Company at a time when the exercise price of the option or SAR is less than the fair market value of the underlying shares. | | Non-Employee Director Award Limit. Awards granted per annum to any individual non-executive Board member shall not exceed $2 million in grant date fair value. The grant date fair value of the awards is the number of units granted times the fair market value of our shares on that date. |

  144. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 81 |

  145. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | ITEM 9 AMENDMENT AND RESTATEMENT OF LONG TERM INCENTIVE PLAN MATERIAL TERMS OF THE LTIP |

  146. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Material Terms of the LTIP Eligibility For Participation All regular and certain prospective employees of the Company and its subsidiaries and the members of our Board are eligible to participate in the LTIP. As of April 1, 2026, there were 12 directors (11 non-executive directors and one executive director) and approximately 850 employees eligible to participate in the LTIP. In 2025, 12 directors (11 non-executive directors and one executive director) and approximately 900 employees received awards under the LTIP. The basis for participation in the LTIP by an eligible employee is the C&TD Committee’s determination, in its sole discretion, that participation will further the purpose of the LTIP, as described above. Grants made to members of our Board are made by the full Board on recommendation of the Nominating and Governance Committee. Awards are generally limited to directors, executive officers, and a select group of additional Company employees defined by level of job responsibility. Administration The C&TD Committee administers the LTIP and selects the persons who are eligible to receive awards under the LTIP. The C&TD Committee may delegate to one or more directors or officers of the Company the authority to make awards to employees who are not designated as Section 16 officers of the Company. The C&TD Committee has complete authority to make awards in such format and amounts as it determines and to cancel, suspend, or amend awards, provided that it cannot, without shareholder approval, amend an outstanding option to reduce its exercise price or cancel an option and replace it with an option having a lower exercise price. The C&TD Committee may grant awards to eligible persons outside the United States and, to that end, may establish sub-plans or other terms and procedures applicable to such awards. Authorized Shares We are asking shareholders to authorize the reservation of an additional 8,000,000 shares for issuance under the LTIP. If the amended and restated LTIP is approved, the total number of shares authorized for issuance under the LTIP will be 38,000,000. Any shares issued to employees under the LTIP may consist, in whole or in part, of authorized and unissued shares, shares held as treasury shares, or shares purchased on the open market or in private purchase. Any shares issued to members of our Board under the LTIP may consist, in whole or in part, of shares held as treasury shares, or shares purchased on the open market or in private purchase. Any shares subject to any award that is forfeited, terminated, expires unexercised, or is settled in cash will again be available for grant. Shares subject to certain assumed, converted, or replaced awards, or certain arrangements of an acquired entity, in the context of a merger or acquisition will not be counted against the LTIP’s share reserve. Shareholder approval of the amended and restated LTIP includes granting authority to the Board to issue shares or grant rights to acquire shares up to the number of shares authorized for issuance under the LTIP, and to exclude pre-emptive rights of shareholders in that regard, for a period of five years as from the date of the 2026 General Meeting. Types of Awards Stock Options, SARs, Stock Awards, and Cash Awards may all be granted under the LTIP. Any of the awards granted to any employee or executive director of the Company may be performance awards. Performance awards are based on the achievement of such goals and subject to the terms, conditions, and restrictions that the C&TD Committee may determine.

  147. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | ● | Stock Options – The price of any stock option may not be less than the fair market value of our shares on the date of grant. The term of any option may not exceed ten years, and no reload options are allowed. The option price may be paid in cash or shares, or a combination thereof, as the C&TD Committee may determine. Options may not be repurchased by the Company at any time when the exercise price of such option is less than the fair market value of the underlying shares. |

  148. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 82 | LyondellBasell | 2026 Proxy Statement |

  149. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | ITEM 9 AMENDMENT AND RESTATEMENT OF LONG TERM INCENTIVE PLAN MATERIAL TERMS OF THE LTIP | |

  150. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | ● | SARs – Stock appreciation rights entitle the holder to any appreciation in value of a specified number of shares from the date of grant until the date of exercise. Any appreciation payable is determined by the excess of the fair market value of our shares on the exercise date of the SAR over the fair market value of the stock on the date of grant. The term of any SAR may not exceed ten years, and no reload SARs are allowed. The payment of the appreciation may be in cash or shares, or a combination of the two, as the C&TD Committee determines. SARs may not be repurchased by the Company at any time when the exercise price of such SAR is less than the fair market value of the underlying shares. | | ● | Stock Awards – Stock Awards under the plan may be in the form of shares or units. The Stock Awards granted may be subject to restrictions and contingencies regarding vesting, forfeiture, and payment as the C&TD Committee may determine. | | ● | Cash Awards – The C&TD Committee may grant cash awards pursuant to terms and conditions as the C&TD Committee may determine. |

  151. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Vesting provisions are covered in award agreements. Unless otherwise provided in an award agreement, the LTIP provides that in the event of a Change in Control of the Company followed by involuntary termination not for cause or constructive termination within one year, awards held by a participant that were not previously vested or exercisable become fully vested and exercisable and generally remain exercisable for the remainder of their term. Vesting of performance awards will be determined based on performance achievement as of the close of the last quarter ending on or before the Change in Control event, as determined by the C&TD Committee in its sole discretion. Except for (i) awards that vest in connection with a participant’s death, disability, retirement, or involuntary termination not for Cause or upon a Change in Control of the Company as described above and (ii) awards representing less than 5% of shares authorized for issuance under the Plan, all awards are subject to a minimum vesting period of 12 months from the date of grant. Maximum Awards Payable to a Participant Subject to certain adjustment provisions in the LTIP, no participant may be granted (i) stock awards covering or relating to more than 1,000,000 shares, in the aggregate, or (ii) options or SARs exercisable for more than 5,000,000 shares, in the aggregate, in each case during any one calendar year. Grants to Non-Employee Directors Under the LTIP, awards may be made to our non-executive directors, who are not employees of the Company. With respect to any awards to non-employee directors, the Board will exercise the powers otherwise reserved to the C&TD Committee under the LTIP, including authority to select the non-employee directors who will receive awards, to select the types of awards, and to impose limitations, conditions, and restrictions on the awards as the Board may deem appropriate. Under the Amended and Restated Long-Term Incentive Plan, per annum grants to any individual non-executive Board member may not exceed $2 million in grant-date fair value. Amendment and Termination The LTIP may be amended, modified, suspended, or terminated by the Board provided that no such action shall adversely affect the rights of a participant without the participant’s consent and provided that no amendment shall be made without shareholder approval which is required to be approved by shareholders to comply with applicable laws or rules. Income Tax Consequences The following is a summary of some of the U.S. federal income tax consequences of transactions under the LTIP. This summary does not describe foreign, state or local tax consequences and does not attempt to describe all possible federal or other tax consequences of LTIP participation or tax consequences based on particular circumstances. Each participant in the LTIP should consult a tax advisor regarding the tax consequences of participating in the LTIP. No income will be recognized by an optionee upon the grant of a stock option. At the time of exercise of a stock option, ordinary income is recognized by the optionee equal to the difference between the option price paid for the shares and the fair market value of the shares on the date of exercise. At the time of a sale of shares acquired upon exercise of a stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as short-term or long-term capital gain (or loss) depending on the holding period.

  152. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 83 |

  153. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | ITEM 9 AMENDMENT AND RESTATEMENT OF LONG TERM INCENTIVE PLAN MATERIAL TERMS OF THE LTIP |

  154. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    No income will be recognized by a participant in connection with the grant of a SAR. When the SAR is exercised, the participant will be required to include as ordinary income in the year of exercise an amount equal to the amount of cash received on the exercise. The recipient of restricted stock will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by an amount, if any, paid by the participant for the restricted stock) at such time as the shares are no longer subject to forfeiture for purposes of Code Section 83. However, a participant who elects under Code Section 83(b) within 30 days of the date of grant of the restricted stock will have taxable ordinary income on the date of receipt of the shares equal to the excess of the fair market value of the shares (determined without regard to the restrictions) over the purchase price, if any, of the restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that are subject to the restrictions generally will be treated as compensation that is taxable as ordinary income to the participant. No income will be recognized upon the award of RSUs. The recipient of a RSU award will be subject to tax at ordinary income rates on the fair market value of unrestricted shares on the date that the shares are transferred to the participant under the award (reduced by any amount paid by the participant for the RSUs), and the capital gain/loss holding period for the shares will also commence on the date that the shares are transferred to the participant. Section 409A of the Code imposes restrictions on certain awards granted under the LTIP that qualify as “non-qualified deferred compensation.” If such an award fails to comply with these restrictions, then the recipient will be subject to accelerated taxation, a 20% tax penalty and interest. The Company intends that the LTIP and any awards granted under the LTIP will either be exempt from, or comply with, the restrictions imposed by Section 409A and any applicable regulations. To the extent that a participant recognizes ordinary income in the circumstances described above, the Company generally will be entitled to a corresponding deduction. However, the Company’s deduction is only permitted to the extent that the amount recognized as income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Code Section 280G and is not disallowed by the limitation on certain executive compensation under Code Section 162(m). Plan Benefits Because the C&TD Committee and the Board have discretion to determine which employees and non-employee directors, respectively, will receive awards under the LTIP and the amount and type of those awards, future benefits to be received by a person or group under the LTIP are not determinable at this time. The following table sets forth information with respect to the number of ordinary shares subject to option awards granted under the LTIP to the following individuals and groups since its original adoption in 2010 through April 1, 2026.

  155. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (as of April 1, 2026) | Shares subject to option awards granted since 2010 | | Peter Vanacker | 203,320 | | Agustin Izquierdo | 1,607 | | Kim Foley | 73,543 | | Torkel Rhenman | 137,067 | | Jeff Kaplan | 193,721 | | Michael McMurray | 471,511 | | All current executive officers as a group | 1,264,945 | | All current non-executive directors as a group | – | | All current non-executive officer employees as a group | 567,828 |

  156. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 84 | LyondellBasell | 2026 Proxy Statement |

  157. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Equity Compensation Plan Information The following table provides information as of December 31, 2025 about the number of shares to be issued upon vesting or exercise of equity awards and the number of shares remaining available for issuance under our equity compensation plans.

  158. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights(2)(3) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(4) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(5) | | Equity compensation plans approved by security holders(1) | 6,451,857 | $90.91 | 6,290,434 | | Equity compensation plans not approved by security holders | — | — | — | | TOTAL | 6,451,857 | $90.91 | 6,290,434 |

  159. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (1) Includes the LyondellBasell Industries Long Term Incentive Plan, as amended and restated (the “LTIP”), and the LyondellBasell Global Employee Stock Purchase Plan, as amended and restated (the “ESPP”). | | (2) Includes 1,809,379 shares that may be issued pursuant to outstanding stock options and 1,659,001 shares that may be issued pursuant to outstanding RSUs. Additionally, 1,491,739 PSUs were outstanding as of December 31, 2025, including accrued dividend equivalents. The C&TD Committee determines the actual number of shares the recipient receives at the end of a three-year performance period which may range from 0 to 200% of the target number of shares. Because up to 200% of the target number of shares may ultimately be issued, we have included an aggregate of 2,983,477 shares, the maximum possible payout under the PSUs, as the number that may be issued. | | (3) Excludes purchase rights that accrue under the ESPP. Purchase rights under the ESPP are considered equity compensation for accounting purposes. However, the number of shares to be purchased is indeterminable until the time shares are actually issued, as automatic employee contributions may be terminated before the end of an offering period and, due to the pricing feature, the purchase price and corresponding number of shares to be purchased is unknown. | | (4) Includes only the weighted-average exercise price of the outstanding stock options. Does not include RSUs or PSUs, as those awards have no exercise price associated with them. Also excludes purchase rights under the ESPP for the reasons described in note (3) above. | | (5) The shares remaining available as of December 31, 2025 include 4,516,489 shares under the LTIP and 1,773,945 shares under the ESPP. |

  160. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 85 |

  161. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Securities Ownership Significant Shareholders The table below shows information for shareholders known to us to beneficially own more than 5% of our shares.

  162. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | Shares Beneficially Owned | | | Name and Address | Number | Percentage(1) | | Certain affiliates of Access Industries, LLC(2) | | | | 40 West 57th Street, 28th Floor, New York, NY 10019 | 64,435,504 | 20.0% | | BlackRock, Inc.(3) | | | | 50 Hudson Yards, New York, NY 10001 | 24,051,819 | 7.5% | | Dodge & Cox(4) | | | | 555 California Street, 40th Floor, San Francisco, CA 94104 | 16,965,832 | 5.3% |

  163. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (1) All percentages are based on 322,769,286 shares outstanding as of April 1, 2026. | | (2) Information is based on a Form 4 filed with the SEC on March 11, 2026. Access Industries is a privately-held U.S. industrial group which controls directly or indirectly AI Investments Holdings LLC and certain other entities that are recordholders of our outstanding shares (collectively, the “Access Recordholders”). Len Blavatnik controls Access Industries and may be deemed to beneficially own the shares held by one or more of the Access Recordholders. Access Industries and each of its affiliated entities and the officers, partners, members, and managers thereof (including, without limitation, Mr. Blavatnik), other than the applicable Access Recordholder, disclaim beneficial ownership of any shares owned by the Access Recordholders. | | (3) Information is based on a Schedule 13G/A filed with the SEC on February 6, 2024 by BlackRock, Inc. reporting beneficial ownership of the Company’s stock as of December 31, 2023, on behalf of its direct and indirect subsidiaries including BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; iShares (DE) I Investmentaktiengesellschaft mit Teilgesellsc; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Asset Management Deutschland AG; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd. The shareholder reports sole voting power with respect to 21,714,243 shares and sole dispositive power with respect to 24,051,819 shares. | | (4) Information is based on a Schedule 13G/A filed with the SEC on February 13, 2025 by Dodge & Cox reporting beneficial ownership of the Company’s stock as of December 31, 2024. The shareholder reports sole voting power with respect to 16,005,632 shares and sole dispositive power with respect to 16,965,832 shares. |

  164. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 86 | LyondellBasell | 2026 Proxy Statement |

  165. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | SECURITIES OWNERSHIP BENEFICIAL OWNERSHIP | |

  166. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Beneficial Ownership Information relating to the beneficial ownership of our shares by each director and named executive officer identified in the Summary Compensation Table is included below, as is information with respect to the directors and executive officers of the Company, as a group. Shares are considered to be beneficially owned by a person if he or she, directly or indirectly, has sole or shared voting or investment power with respect to such shares. In addition, a person is deemed to beneficially own shares if that person has the right to acquire such shares within 60 days of April 1, 2026. The individuals set forth in the table below, individually and in the aggregate, beneficially own less than 1% of our outstanding shares as of April 1, 2026.

  167. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | Number of | | Stock Options Exercisable Within | | Name | Shares | RSUs(1) | 60 days | | Peter Vanacker | 96,455 | — | 203,320 | | Agustin Izquierdo | 7,146 | 182 | 1,607 | | Kimberly Foley | 54,952 | — | 45,250 | | Torkel Rhenman | 82,083 | — | 127,533 | | Jeffrey Kaplan | 74,047 | — | 98,148 | | Michael McMurray(2) | 23,950 | — | 201,492 | | Jacques Aigrain | 28,095 | 5,577 | — | | Lincoln Benet | 9,553 | 2,917 | — | | Robin Buchanan | 18,174 | 2,917 | — | | Anthony Chase | 8,905 | 2,917 | — | | Robert Dudley | 5,290 | 2,917 | — | | Claire Farley | 21,668 | 2,917 | — | | Rita Griffin | 2,755 | 2,917 | — | | Michael Hanley | 19,197 | 2,917 | — | | Virginia Kamsky | 5,177 | 2,917 | — | | Bridget Karlin | 1,988 | 2,917 | — | | Albert Manifold | 10,356 | 2,917 | — | | ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (22 PERSONS)(3) | 550,066 | 34,929 | 603,196 |

  168. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (1) Represents RSUs (each equivalent to a share of LYB stock) that will vest within 60 days. | | (2) Mr. McMurray retired from his position as CFO effective March 1, 2025. He continued in an advisory role at the Company until March 1, 2026. | | (3) Includes shares beneficially owned by executive officers as of the date of this proxy statement who are not individually listed in this table. Mr. McMurray retired from his position as CFO effective March 1, 2025, and is no longer an executive officer. His ownership is excluded from this amount. |

  169. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common shares to file initial reports of ownership and reports of changes in ownership of common shares (Forms 3, 4, and 5) with the SEC and the NYSE. Reporting persons are required by SEC regulation to furnish us with copies of all such forms that they file. Based on a review of the reports filed, information of the Company, and written representations from reporting persons, we believe that, during the fiscal year ended December 31, 2025, all of our directors, executive officers, and greater than 10% shareholders timely filed all reports they were required to file under Section 16(a).

  170. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 87 |

  171. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | SECURITIES OWNERSHIP BENEFICIAL OWNERSHIP |

  172. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Related Party Transactions We have adopted a written Related Party Transaction Approval Policy, which requires the disinterested members of the Audit Committee to review and approve certain transactions that we may enter into with related parties, including members of the Board, executive officers, and certain shareholders. The policy applies to any transaction:

  173. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | ● | in the ordinary course of business with an aggregate value of $25 million or more; | | ● | not in the ordinary course of business, regardless of value; or | | ● | with a value of $120,000 or more and in which an executive officer or non-executive director has a direct or indirect material interest. |

  174. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Related party relationships are identified and disclosed on an ongoing basis, as well as through responses to annual questionnaires completed by all directors, director nominees, and executive officers. The Audit Committee reviews all the relevant facts of each related party transaction, including the nature of the related person’s interest in the transaction, and determines whether to approve the transaction by considering, among other factors, (i) whether the terms of the transaction are fair to the Company and on the same basis as those which could be obtained from non-related parties, (ii) the business reasons for the Company to enter into the transaction, (iii) whether the related party transaction would impair the independence of any independent Board member, and (iv) whether the transaction would present an improper conflict of interest for any director or executive officer of the Company. No director votes on approval or, unless requested by the Audit Committee, participates in the discussion of a related party transaction in which he or she has an interest. The Audit Committee also conducts an annual review of all transactions with related parties, including those that do not meet the thresholds for related party transactions described above. The following is a description of related party transactions in existence since the beginning of fiscal year 2025. Access Industries In 2010, we entered into certain agreements with affiliates of Access Industries, including a registration rights agreement, which obligates us to register and bear the costs for the resale of equity securities owned by Access Industries or its affiliates, and a nomination agreement. Pursuant to the nomination agreement, Access Industries has the right to nominate individuals for appointment to the Board if certain ownership thresholds are met. Access Industries currently owns more than 18% of our outstanding shares and has nominated Mr. Benet, Mr. Buchanan, and Ms. Kamsky pursuant to the nomination agreement. The Company entered into these agreements with Access Industries before it became publicly traded and the Related Party Transaction Approval Policy was adopted. Amendments to the nomination agreement are approved by disinterested directors. Calpine Corporation Calpine Corporation, the owner and operator of power plants across the United States and Canada, supplied power, water, and steam to the Company’s Houston refinery site until closure of the refinery in February 2025, and continues to supply to the Houston site post-closure. Until its closure, the Houston refinery also sold excess gas and raw water back to Calpine. Calpine was owned by a group of investors, including a minority investment by Access Industries, until its sale to Constellation Energy in January 2026. Following the sale, Access Industries no longer owns any shares of Calpine. The Audit Committee has approved, most recently in October 2020, the Company’s contracts with Calpine, which were determined to be on terms fair to the Company and more advantageous than those offered by other parties. In 2025, the Company purchased approximately $38.2 million of power, steam, and water from Calpine and sold approximately $5.8 million of excess gas and raw water to Calpine. Other Transactions & Relationships The Board was also made aware of, and considered the fairness of, certain transactions and relationships between the Company and other organizations where our directors and director nominees have relationships. These transactions and relationships were also considered in evaluating the independence of our directors and director nominees. In particular, Mr. Dudley, Ms. Farley, Ms. Karlin, and Mr. Manifold each served as directors or advisors of companies with which LYB had commercial transactions in 2025. Each of these transactions was entered into on an arm’s-length basis in the ordinary course of business, and no director initiated or participated in negotiation of the relevant purchases or sales or had any material interest in, or received any compensation in connection with, these transactions.

  175. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 88 | LyondellBasell | 2026 Proxy Statement |

  176. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Questions and Answers about the Annual General Meeting Who is soliciting my vote? Our Board is soliciting your vote on voting matters submitted for approval at the Company’s 2026 Annual General Meeting of Shareholders. Why are these matters being submitted for voting? In accordance with Dutch law and the rules and regulations of the NYSE and the SEC, we are required to submit certain items for the approval of our shareholders. Several matters that are within the authority of a company’s board of directors under most U.S. state corporate laws require shareholder approval under Dutch law. Additionally, in accordance with Dutch corporate governance guidelines, we provide for the discussion at our Annual Meeting of certain topics that are not subject to a shareholder vote, including our governance practices and our dividend policy. The discharge from liability of our directors, the adoption of our 2025 Dutch statutory annual accounts, the appointment of the auditor for our 2026 Dutch statutory annual accounts, the authorization to repurchase shares, the cancellation of shares held in our treasury account, and the granting authority to the Board to issue the shares authorized for issuance under the LTIP and to exclude pre-emptive rights of shareholders in that regard are all items that we are required to submit to shareholders due to our incorporation in the Netherlands. How does the Board of Directors recommend that I vote my shares? The Board of Directors recommends that you vote FOR each of the voting 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 favor of each of the voting items in accordance with the recommendation of the Board of Directors. Who is entitled to vote? You may vote your LYB shares at the Annual Meeting if you are the record owner of such shares as of the close of business on April 24, 2026 (the “Record Date”). You are entitled to one vote for each share of LYB common stock that you own. As of April 1, 2026, there were 322,769,286 shares of LYB common stock outstanding and entitled to vote at the Annual Meeting. How many votes must be present to hold the meeting? Your shares are counted as present at the Annual Meeting if you held such shares as of the Record Date and (i) properly return a proxy by Internet, telephone, or mail or (ii) properly notify us of your intention to attend the Annual Meeting, attend the meeting, and vote in person. There are no quorum requirements under Dutch law and, as a result, we may hold our meeting regardless of the number of shares that are present in person or by proxy.

  177. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 89 |

  178. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING |

  179. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    How many votes are needed to approve each of the voting items? The number of votes required to approve the matters presented in this proxy statement varies by item:

  180. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | ● | Pursuant to the Dutch Civil Code and our Articles of Association, the nomination of a candidate to our Board (Item 1) is binding on shareholders unless 2/3 of the votes cast at the Annual Meeting, representing more than 50% of the Company’s issued share capital (which for this purpose includes only our outstanding shares), vote against the nominee. This means that a nominee will be elected unless the votes against him or her constitute 2/3 of the votes cast and represent more than 50% of our issued share capital. | | ● | Under Dutch law, the cancellation of shares held in our treasury account (Item 8) and the amendment of our LTIP (Item 9) require the affirmative vote of a majority of the votes cast at the Annual Meeting. If, however, less than 50% of the Company’s issued share capital (which for this purpose includes only our outstanding shares) is represented at the Annual Meeting, these proposals will require the affirmative vote of at least 2/3 of the votes cast. | | ● | Each other voting item set forth in this proxy statement requires the affirmative vote of a majority of the votes cast by shareholders in order to be approved. |

  181. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    How do I vote? You can vote by proxy without attending the meeting or in person at the meeting. To vote by proxy, you must vote over the Internet, by telephone, or by mail. Instructions for each method of voting are included on the proxy card. If you hold your LYB 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. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy in advance. If you plan to vote in person at the Annual Meeting and you hold your LYB 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:

  182. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | ● | Entering a new vote by telephone or over the Internet prior to 11:59 p.m. Eastern Time on May 20, 2026; | | ● | Signing another proxy card with a later date and returning it to us by a method that allows us to receive the proxy prior to the Annual Meeting; | | ● | Sending us a written document revoking your earlier proxy; or | | ● | Attending the Annual Meeting and voting your shares in person (attendance at the Annual Meeting will not, by itself, revoke a proxy previously given by you). |

  183. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Who counts the votes? We have hired Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast by ballot at the Annual Meeting.

  184. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 90 | LyondellBasell | 2026 Proxy Statement |

  185. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING | |

  186. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Will my shares be voted if I do not provide my proxy and do not attend the Annual Meeting? If you do not provide a proxy or vote your shares in person, the shares held in your name 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, Item 3, Item 4, Item 5, Item 7 and Item 8 are considered routine matters. Therefore, without instructions from you, your broker may not vote your shares with respect to Item 1, Item 2, Item 6, and Item 9. It is therefore important that you act to ensure your shares are voted. What is a broker non-vote? If a broker does not have discretion to vote shares held in street name on a particular voting item 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 voting item. This is known as a broker non-vote. Broker non-votes will have no effect on the vote for any voting item 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 on all voting items listed, your shares will be voted FOR each of the voting items for which you did not vote. How are votes counted? For all voting items other than the election of nominees to our Board of Directors, you may vote FOR, AGAINST, or ABSTAIN. For the voting item for the election of nominees (Item 1), you may vote FOR, AGAINST, or WITHHOLD with respect to each nominee. A vote to abstain or withhold does not count as a vote cast, and therefore will not have any effect on the outcome of any voting item to be voted on at the Annual Meeting. Could other matters be voted on at the Annual Meeting? No. All matters to be voted on at the Annual Meeting must be included as voting items in the agenda for the meeting as described in this proxy statement. We will provide shareholders with an opportunity to discuss our corporate governance, dividend policy, and executive compensation program. However, there will be no vote on any of these matters. Who can attend the Annual Meeting? The Annual Meeting is open to all LYB shareholders who hold shares as of the close of business on April 24, 2026, the Record Date. If you would like to attend the Annual Meeting, you must inform us in writing of your intention to do so on or before May 15, 2026, one week prior to the date of the meeting. The notice may be emailed to CorporateSecretary@LyondellBasell.com. Additional information regarding the availability of and procedures for in person attendance at the Annual Meeting will be provided to shareholders who provide timely notice of intent to attend and proper evidence of their ownership of LYB shares as of the Record Date. Admittance of shareholders to the Annual Meeting will be governed by Dutch law. If we determine that in-person attendance is not possible or advisable due to unanticipated circumstances at the time of the Annual Meeting, we will provide information regarding alternative access as soon as available.

  187. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 91 |

  188. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING |

  189. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    What is the cost of this proxy solicitation? The Company will pay the cost of soliciting proxies for the Annual Meeting. Our directors, officers, and employees may solicit proxies by mail, by email, by telephone, or in person for no additional compensation. In addition, we have retained Alliance Advisors, LLC to assist in the solicitation of proxies for a fee of $12,000 for a three-year term ending in 2027, plus reimbursement of reasonable expenses. Why did my household receive a single set of proxy materials? SEC rules permit us to deliver a single copy of our 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. If you prefer to receive your own copy of the proxy statement now or in future years, please request a duplicate set by phone at (800) 579-1639, through the Internet at www.proxyvote.com, or by email to sendmaterial@proxyvote.com. If you hold your shares in street name, and you received more than one set of proxy materials at your address, you may need to contact your broker or nominee directly if you wish to discontinue duplicate mailings to your household. Why did I receive a “notice of internet availability of proxy materials” but no proxy materials? We distribute our proxy materials to certain shareholders via the Internet using the “Notice and Access” approach permitted by rules of the SEC. This approach conserves natural resources and reduces our distribution costs, while providing our shareholders with a timely and convenient method of accessing the materials and voting. Under SEC rules, companies are generally required to send the Notice of Internet Availability at least 40 days before the annual meeting. In certain circumstances, however, the SEC has permitted companies to use Notice and Access where the timing of the shareholder record date required under applicable law prevents compliance with the full 40-day notice period, provided that specific conditions are met. Consistent with the approach recognized in the SEC staff’s April 30, 2025 no-action letter issued by the Division of Corporation Finance to another Dutch issuer, LYB is relying on the same relief and following the conditions recognized by the SEC. Specifically:

  190. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | ● | We will file our definitive proxy statement and annual report with the SEC and post these materials on our website at least 40 days before our Annual Meeting. | | ● | We will issue a press release announcing that the materials are available, that LYB intends to use the Notice and Access method, when we expect to mail the Notice, and how shareholders may request paper copies. | | ● | We will mail the Notice as promptly as possible after we receive the final shareholder list for the record date, and we expect this mailing to occur within a few business days following the record-date list becoming available. |

  191. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    On our about April 10, 2026, we filed our proxy statement and annual report on the SEC’s website, posted these materials to our website, and issued a press release with the information above. On or about May 1, 2026, within 5 business days of receipt of the final shareholder list for the record date, we will mail a “Notice of Internet Availability of Proxy Materials” to participating shareholders, containing instructions on how to access the proxy materials on the Internet. We will also provide email delivery of the Notice and materials to shareholders who previously consented to electronic delivery. This proxy statement, the notice, our 2025 Annual Report on Form 10-K and the 2025 Statutory Annual Report are available on proxyvote.com and on our website at Investors.LyondellBasell.com by clicking “Financials”, then “Annual Reports.” You can request paper copies of the proxy materials free of charge by request to our Corporate Secretary at CorporateSecretary@LyondellBasell.com.

  192. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 92 | LyondellBasell | 2026 Proxy Statement |

  193. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING | |

  194. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    How can I request to receive my “notice of internet availability of proxy materials” by e-mail for future shareholder meetings? You can request to receive proxy materials for future meetings by e-mail by following the electronic delivery enrollment instructions at www.proxyvote.com. If your shares are held in street name, please contact your bank or broker for information on electronic delivery options. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until terminated. What are deadlines for the 2026 shareholder meeting? Our Articles of Association provide that a shareholder representing at least one percent of our issued share capital can submit an agenda item for consideration at the Company’s general meeting of shareholders. Any such request must be received at least 60 days prior to the date of the annual meeting. Under SEC rules, if a shareholder wishes to include a proposal in our proxy materials for presentation at our 2027 annual general meeting, the proposal must be received at our offices at LyondellBasell Industries, 4th Floor, One Vine Street, London W1J 0AH, United Kingdom, Attention: Corporate Secretary or sent to CorporateSecretary@LyondellBasell.com, by December 11, 2026. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended. The deadline for providing notice of a solicitation of proxies in support of director nominees other than the Company’s nominees pursuant to Rule 14a-19 for the Company’s 2026 annual meeting is March 23, 2027. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements, including requirements under Dutch law and our Articles of Association.

  195. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 93 |

  196. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Appendix A: Reconciliation of Non-GAAP Financial Measures This proxy statement makes reference to certain non-GAAP financial measures as defined in Regulation G of the U.S. Securities Exchange Act of 1934, as amended. We report our financial results in accordance with U.S. generally accepted accounting principles, but believe that certain non-GAAP financial measures, such as EBITDA, and EBITDA, net income and diluted EPS exclusive of identified items, provide useful supplemental information to investors regarding the underlying business trends and performance of the Company’s ongoing operations and are useful for period-over-period comparisons of such operations. Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP. In addition, we include calculations for certain other financial measures to facilitate understanding. We calculate EBITDA as net income (loss) plus interest expense (net), provision for (benefit from) income taxes, and depreciation and amortization. EBITDA should not be considered an alternative to profit or operating profit for any period as an indicator of our performance, or as an alternative to operating cash flows as a measure of our liquidity. We also present EBITDA, net income and diluted EPS exclusive of identified items. Identified items include adjustments for lower of cost or market (“LCM”), gain or loss on sale of business, asset write-downs in excess of $10 million in aggregate for the period, Cash Improvement Plan costs, site closure costs, European transaction costs and discontinued operations. Asset write-downs include impairments of goodwill, impairments of long-lived assets, a write-down of a related party loan receivable and a fourth quarter 2024 deferred tax valuation allowance for one of our Chinese joint ventures recognized in Income (loss) from equity investments. Our inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (“LIFO”) inventory valuation methodology, which means that the most recently incurred costs are charged to cost of sales, and inventories are valued at the earliest acquisition costs. Fluctuation in the prices of crude oil, natural gas and correlated products from period to period may result in the recognition of charges to adjust the value of inventory to the lower of cost or market in periods of falling prices and the reversal of those charges in subsequent interim periods, within the same fiscal year as the charge, as market prices recover. A gain or loss on sale of a business is calculated as the consideration received from the sale less its carrying value. We evaluate property, plant and equipment and definite-lived intangible assets whenever impairment indicators are present. If it is determined that an asset or asset group’s undiscounted future cash flows will not be sufficient to recover the carrying amount, an impairment charge is recognized to write the asset down to its estimated fair value. Goodwill is tested for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that the fair value of a reporting unit with goodwill is below its carrying amount. If it is determined that the carrying value of the reporting unit including goodwill exceeds its fair value, an impairment charge is recognized. We assess our equity investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the decline in value is considered to be other than temporary the investment is written down to its estimated fair value. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In June 2025, we announced plans to sell select olefins and polyolefins assets and the associated business in Europe, resulting in selling expenses, separation costs and employee-related charges (collectively referred to as “European transaction costs”). In April 2025, the Company announced the Cash Improvement Plan, focused on strengthening financial performance, which resulted in employee-related charges across all segments. In March 2025, we announced the permanent closure of our Dutch PO joint venture asset, resulting in the recognition of shutdown-related charges in our Intermediates & Derivatives (“I&D”) segment. Additionally, in December 2025, we recognized shutdown and employee-related charges related to sites in our Advanced Polymer Solutions (“APS”) and Olefins & Polyolefins – Europe, Asia, International (“O&P-EAI”) segments. In February 2025, we ceased business operations at our Houston refinery. Accordingly, our refining business, previously disclosed as the Refining segment, is reported as a discontinued operation. Cash conversion is a measure commonly used by investors to evaluate liquidity. Cash conversion means net cash provided by operating activities divided by EBITDA excluding LCM, gain or loss on sale of business and asset write-downs in excess of $10 million in aggregate for the period. We believe cash conversion is an important financial metric as it helps management and other parties determine how efficiently the company is converting earnings into cash. Recurring annual EBITDA for the Value Enhancement Program is the year-end EBITDA run rate estimate based on 2017-2019 mid-cycle margins. Value unlocked as of December 2025 is based on a 2021 baseline, while incremental value unlocked starting in 2026 is based on a 2025 baseline. We believe recurring annual EBITDA is useful to investors because it represents a key measure used by management to assess progress towards our strategy of value creation.

  197. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 94 | LyondellBasell | 2026 Proxy Statement |

  198. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | |

  199. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    A reconciliation of net loss to net income excluding identified items and to EBITDA including and excluding identified items for the year ended December 31, 2025 is shown in the following table:

  200. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (amounts in millions) | Year Ended December 31, 2025 | | Net loss | $(738) | | Identified items | | | add: Loss on sale of business, pre-tax(a) | 6 | | add: Asset write-downs, pre-tax(b) | 1,251 | | add: Cash Improvement Plan costs, pre-tax(c) | 32 | | add: Site closure costs, pre-tax(d) | 153 | | add: European transaction costs, pre-tax(e) | 36 | | less: Income from discontinued operations, pre-tax(f) | (61) | | less: Benefit from income taxes related to identified items | (116) | | Net income excluding identified items | $563 | | Net loss | $(738) | | Provision for income taxes | 84 | | Depreciation and amortization | 1,390 | | Interest expense, net | 390 | | EBITDA | $1,126 | | Identified items | | | add: Loss on sale of business(a) | 6 | | add: Asset write-downs(b) | 1,251 | | add: Cash Improvement Plan costs(c) | 32 | | add: Site closure costs(d) | 153 | | add: European transaction costs(e) | 36 | | less: EBITDA from discontinued operations(f) | (61) | | EBITDA excluding identified items | $2,543 |

  201. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (a) In September 2025, we sold our U.S. specialty powders business, resulting in the recognition of a loss in our APS segment. | | (b) Includes asset write-downs in excess of $10 million in aggregate for the period. For the year ended December 31, 2025, we recognized non-cash asset write-downs of $1,251 million, which included non-cash goodwill impairment charges of $400 million in our O&P-EAI segment and $572 million in our APS segment, non-cash impairment charges of $111 million for intangible assets and $99 million for property, plant and equipment in our APS segment, and non-cash impairment charges of $56 million for property, plant and equipment related to the European assets classified as held for sale within our O&P-EAI segment. | | (c) In April 2025, the Company announced the Cash Improvement Plan, focused on strengthening financial performance, which resulted in employee-related charges across all segments. | | (d) In March 2025, we announced the permanent closure of our Dutch PO joint venture asset, resulting in shutdown-related charges of $126 million in our I&D segment. Additionally, in December 2025, we recognized shutdown and employee-related charges of $20 million and $7 million related to sites in our APS and O&P-EAI segments, respectively. | | (e) In June 2025, we announced plans to sell select olefins and polyolefins assets and the associated business in Europe, which resulted in selling expenses, separation costs and employee-related charges in our O&P-EAI segment. | | (f) In February 2025, we ceased business operations at our Houston refinery. Accordingly, our refining business, previously disclosed as the Refining segment, is reported as a discontinued operation. The related operating results of our refining business are reported as discontinued operations for all periods presented. |

  202. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 95 |

  203. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES |

  204. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    A reconciliation of net income (loss) to EBITDA for the years ended December 31, 2021, 2022, 2023, 2024, and 2025 is shown in the following table:

  205. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | Year Ended December 31, | | | | | | (amounts in millions) | 2021 | 2022 | 2023 | 2024 | 2025 | | Net income (loss) | $5,617 | 3,889 | 2,121 | 1,367 | (738) | | Provision for income taxes | 1,163 | 882 | 501 | 240 | 84 | | Depreciation and amortization | 1,393 | 1,267 | 1,534 | 1,522 | 1,390 | | Interest expense, net | 510 | 258 | 348 | 331 | 390 | | EBITDA | $8,683 | 6,296 | 4,504 | 3,460 | 1,126 |

  206. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    A reconciliation of diluted EPS to diluted EPS, excluding identified items, for the year ended December 31, 2025 is shown in the following table:

  207. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | Year Ended December 31, 2025 | | Diluted loss per share | $(2.34) | | Identified items | | | add: Loss on sale of business | 0.02 | | add: Asset write-downs(a) | 3.62 | | add: Cash Improvement Plan costs | 0.08 | | add: Site closure costs | 0.35 | | add: European transaction costs | 0.11 | | less: Income from discontinued operations | (0.14) | | Diluted earnings per share excluding identified items | $1.70 |

  208. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (a) Includes asset write-downs in excess of $10 million in aggregate for the period. |

  209. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 96 | LyondellBasell | 2026 Proxy Statement |

  210. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | |

  211. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    A reconciliation of net cash provided by operating activities to EBITDA, including and excluding LCM, gain or loss on sale of business and asset write-downs, for the years ended December 31, 2020, 2021, 2022, 2023, 2024 and 2025 is shown in the following table:

  212. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | Year Ended December 31, | | | | | | | (amounts in millions) | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | Net cash provided by operating activities | $3,404 | 7,695 | 6,119 | 4,942 | 3,819 | 2,262 | | Adjustments: | | | | | | | | Depreciation and amortization | (1,385) | (1,393) | (1,267) | (1,534) | (1,522) | (1,390) | | Impairments | (582) | (624) | (69) | (518) | (949) | (1,251) | | Amortization of debt-related costs | (21) | (35) | (14) | (9) | (11) | (11) | | Share-based compensation | (55) | (66) | (70) | (91) | (91) | (91) | | Inventory valuation charges | (16) | — | — | — | — | — | | Equity income (loss), net of distributions of earnings | 97 | 146 | (344) | (189) | (339) | (104) | | Deferred income tax (provision) benefit | (331) | 198 | (369) | (43) | 437 | 156 | | Gain (loss) on sale of business | — | — | — | — | 284 | (6) | | Gain of sale of assets | — | — | 3 | — | 36 | 112 | | Changes in assets and liabilities that (provided) used cash: | | | | | | | | Accounts receivable | 246 | 1,519 | (1,005) | (110) | (127) | (687) | | Inventories | (340) | 742 | 91 | (18) | (25) | (945) | | Accounts payable | (217) | (1,301) | 464 | (141) | 122 | 768 | | Other, net | 627 | (1,264) | 350 | (168) | (267) | 449 | | Net income (loss) | 1,427 | 5,617 | 3,889 | 2,121 | 1,367 | (738) | | Provision for (benefit from) income taxes | (43) | 1,163 | 882 | 501 | 240 | 84 | | Depreciation and amortization | 1,385 | 1,393 | 1,267 | 1,534 | 1,522 | 1,390 | | Interest expense, net | 514 | 510 | 258 | 348 | 331 | 390 | | EBITDA | 3,283 | 8,683 | 6,296 | 4,504 | 3,460 | 1,126 | | add: LCM charges | 16 | — | — | — | — | — | | less: (Gain) loss on sale of business(a) | — | — | — | — | (284) | 6 | | add: Asset write-downs(b) | 582 | 624 | 69 | 518 | 1,065 | 1,251 | | EBITDA excluding LCM, gain or loss on sale of business and asset write-downs | $3,881 | 9,307 | 6,365 | 5,022 | 4,241 | 2,383 |

  213. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (a) In 2024, we sold our U.S. Gulf Coast-based EO&D business, resulting in the recognition of a gain, including fourth quarter post close adjustments, in our I&D segment. In September 2025, we sold our U.S. specialty powders business, resulting in the recognition of a loss in our APS segment. | | (b) Includes asset write-downs in excess of $10 million in aggregate for the period. Reflects non-cash impairment charges related to our Houston refinery, recognized in 2020 and 2021, and non-cash impairment charges related to the sale of our polypropylene manufacturing facility in Australia, recognized in 2022. For the year ended December 31, 2023, we recognized non-cash asset write-downs of $518 million, which included a non-cash goodwill impairment charge of $252 million in our APS segment and a non-cash impairment charge of $192 million related to the Dutch PO joint venture asset in our I&D segment. For the year ended December 31, 2024, we recognized non-cash asset write-downs of $1,065 million, which included a non-cash impairment charge of $837 million related to European assets under strategic review in our O&P-EAI segment, non-cash impairment charges and the recognition of a deferred tax valuation allowance of $52 million and $121 million, respectively, related to a Chinese equity investment in our O&P-EAI segment, and a non-cash impairment charge of $55 million related to our specialty powders business in our APS segment. For the year ended December 31, 2025, we recognized non-cash asset write-downs of $1,251 million, which included non-cash goodwill impairment charges of $400 million in our O&P-EAI segment and $572 million in our APS segment, non-cash impairment charges of $111 million for intangible assets and $99 million for property, plant and equipment in our APS segment, and non-cash impairment charges of $56 million for property, plant and equipment related to the European assets classified as held for sale within our O&P-EAI segment. |

  214. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 2026 Proxy Statement | LyondellBasell | 97 |

  215. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES |

  216. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    A calculation of cash conversion for the years ended December 31, 2020, 2021, 2022, 2023, 2024 and 2025 is shown in the following table:

  217. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | | Year Ended December 31, | | | | | | | (amounts in millions) | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | Net cash provided by operating activities | $3,404 | 7,695 | 6,119 | 4,942 | 3,819 | 2,262 | | divided by: EBITDA excluding LCM, gain or loss on sale of business and asset write-downs(a) | $3,881 | 9,307 | 6,365 | 5,022 | 4,241 | 2,383 | | Cash conversion | 88% | 83% | 96% | 98% | 90% | 95% |

  218. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (a) See above for a reconciliation of net cash provided by operating activities to EBITDA including and excluding LCM, gain or loss on sale of business and asset write-downs in excess of $10 million in aggregate for the period. |

  219. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    A calculation of dividends and share repurchases is shown in the following table:

  220. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (amounts in millions) | Year Ended December 31, 2025 | | Dividends paid – common stock | $1,764 | | Repurchases of Company ordinary shares | 201 | | Dividends and share repurchases | $1,965 |

  221. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    A reconciliation of net income to recurring annual EBITDA for the Value Enhancement Program (“VEP”) is shown in the following table:

  222. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (amounts in millions) | Target 2025 | Unlocked Value 2025(b) | Target 2028 | | Net income(a) | $760 | $870 | $1,140 | | Provision for income taxes | 190 | 215 | 285 | | Depreciation and amortization | 50 | 15 | 75 | | Interest expense, net | — | — | — | | Recurring annual EBITDA(a) | $1,000 | $1,100 | $1,500 |

  223. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | (a) Recurring annual EBITDA for the VEP is the year-end EBITDA run rate estimate based on 2017-2019 mid-cycle margins. Value unlocked as of December 2025 is based on a 2021 baseline, while incremental value unlocked starting in 2026 is based on a 2025 baseline. | | (b) VEP delivered a year-end run-rate of approximately $1,100 million of recurring annual EBITDA in 2025. We incurred one-time costs of approximately $500 million from 2023 - 2025 to achieve this milestone. |

  224. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    | 98 | LyondellBasell | 2026 Proxy Statement |

  225. PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA

    Appendix B: Amended and Restated LyondellBasell Industries Long Term Incentive Plan