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2020Annual General Meeting of Shareholders Proxy Statement

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2020Annual General Meeting of Shareholders Proxy Statement 2020 Annual General Meeting of Shareholders Proxy Statement Advancing Possible DEAR FELLOW SHAREHOLDERS JACQUES AIGRAIN On behalf of our Board, we thank you for your investment in our Company and Chair of the Board of Directors welcome your vote at our 2020 annual meeting. LEADING. ADVANTAGED. DISCIPLINED. BHAVESH (BOB) PATEL LyondellBasell is committed to maintaining its leading global portfolio of %JKGH'ZGEWVKXG1HƒEGT proven, flexible, and focused businesses, advantaged position as the industry’s best operator, and disciplined capital allocation that supports value-driven April 15, 2020 growth. In 2019, we exhibited strong cash generation and extended our record of industry-leading safety performance and cost management. We also advanced our organic growth projects while realizing synergies from the acquisition and integration of A. Schulman’s businesses. In the face of industry headwinds, LyondellBasell’s resilient asset portfolio and commitment to operational excellence have delivered earnings stability for our investors. We are continuing to execute our strategy as we navigate the global challenges presented by the coronavirus pandemic, maintaining business continuity while prioritizing the health and safety of our employees and the larger community. COMMITTED TO SUSTAINABILITY 2019 saw LyondellBasell and its fellow founding members launch the Alliance VQ'PF2NCUVKE9CUVGCPFCEJKGXGUKIPKƒECPVOKNGUVQPGUHQTQWTKPPQXCVKXG mechanical and molecular recycling initiatives. We also announced the ƒTUVUKOWNVCPGQWURTQFWEVKQPQHDKQDCUGFRQN[RTQR[NGPGCPFNQYFGPUKV[ polyethylene, two of the most common types of plastics, at commercial-scale and published our second annual sustainability report. We are continually evaluating opportunities to use our advantaged technologies and know-how $9.58 VQDWKNFCǾOQTGUWUVCKPCDNGHWVWTGHQTQWTKPFWUVT[ 2019 EARNINGS PER BUILDING A STRONGER TEAM SHARE (DILUTED) Our Board is committed to having one of the best leadership teams in the industry. In 2019, we welcomed four new senior executives to the Company, KPENWFKPI/KEJCGN/E/WTTC['82CPF%(1-GP.CPG'82)NQDCN1NGƒPU 2QN[QNGƒPU6QTMGN4JGPOCP'82Global +PVGTOGFKCVGU&GTKXCVKXGUCPF#PWR Sharma, SVP, Global Business Services – a new function with responsibility $3.4B for accelerating the Company’s digital initiatives. 2019 NET INCOME We thank you for your continued support of LyondellBasell Industries and encourage you to cast your vote as soon as possible to ensure your shares are represented at the meeting. Very truly yours, $5.7B JACQUES AIGRAIN BHAVESH (BOB) PATEL Chair of the Board CEO 2019 EBITDA NOTICE OF AND AGENDA FOR 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS MEETING INFORMATION FRIDAY, MAY 29, 2020 1:00 p.m. Local Time LyondellBasell Industries Delftseplein 27E 3013 AA, Rotterdam, the Netherlands ITEMS OF BUSINESS 1. Elect our Board of Directors; 2. Discharge our directors from liability in connection with the exercise of their duties during 2019; 3. Adopt our 2019 Dutch statutory annual accounts; 4. Appoint the external auditor for our 2020 Dutch statutory annual accounts; 5. 4CVKH[VJGCRRQKPVOGPVQHQWTKPFGRGPFGPVTGIKUVGTGFRWDNKECEEQWPVKPIƒTO 6. Provide an advisory vote on our executive compensation (say-on-pay); 7. Approve the interim dividends declared and paid out of our 2019 Dutch statutory annual accounts; 8. Authorize the repurchase of up to 10% of our issued share capital; and 9. Approve the cancellation of all or a portion of the shares held in our treasury account. We will also discuss our corporate governance, dividend policy, and executive compensation program. By order of the Board, CHARITY R. KOHL Corporate Secretary April 15, 2020 HOW TO VOTE Your vote is important. You are eligible to vote if you are a shareholder of record at the close of business on May 1, 2020. ONLINE BY PHONE BY MAIL IN PERSON Visit the website on your proxy card Call the telephone number Sign, date and return your proxy Attend the annual meeting in person QPǾ[QWTǾRTQZ[ECTF ECTFKPVJGǾGPENQUGFǾGPXGNQRG See pages 63-64 If you are a registered shareholder, you may vote online at www.proxyvote.com, by telephone, or by mailing a proxy card. If you hold your shares through a DCPMDTQMGTQTQVJGTKPUVKVWVKQP[QWOC[XQVG[QWTUJCTGUVJTQWIJVJGOGVJQFURGEKƒGFQPVJGXQVKPIKPUVTWEVKQPHQTORTQXKFGFVQ[QW Due to concerns resulting from the coronavirus (COVID-19) outbreak and related restrictions on travel and public gatherings, in person attendance at the 2020 annual general meeting of shareholders may not be possible or advisable. We are therefore providing virtual access to shareholders through a live webcast. Shareholders will be able to ask questions during and in advance of the meeting but will be required to vote their shares by proxy in advance. We are continuing to monitor COVID-19 developments closely and considering options to protect the health and safety of all meeting participants, which may include holding the meeting without any physical attendance, if permitted under Dutch law. If we determine to make alternative arrangements for the meeting, we will announce that decision by press release as soon as practicable. If you would like to attend the meeting via webcast or in person (if possible), notice must be given to the Company no later than May 22, 2020. Additional information regarding in person attendance or access to the live webcast will be provided at that time. See pages 63-64 for additional information. Important Notice Regarding Availability of Proxy Materials for the 2020 Annual General Meeting This proxy statement and our 2019 annual report to shareholders are available on our website at www.LyondellBasell.com by clicking “Investors,” then “Company 4GRQTVUŪ6JKURTQZ[UVCVGOGPVKUƒTUVDGKPIOCKNGFVQUJCTGJQNFGTUQPQTCDQWV#RTKN17, 2020. 6#$.'1(Ǿ%106'065 ITEM 1 – ELECTION OF DIRECTORS 7 ITEM 6 – ADVISORY VOTE ON EXECUTIVE OUR BOARD 7 COMPENSATION (SAY-ON-PAY) 32 DIRECTORS’ INDEPENDENCE, TENURE, AND DIVERSITY 8 RESULTS OF LAST YEAR’S SAY-ON-PAY VOTE 32 DIRECTOR NOMINATIONS 8 PAY FOR PERFORMANCE IN 2019 32 2020 NOMINEES TO THE BOARD 9 2020 ADVISORY VOTE ON EXECUTIVE COMPENSATION 32 CORPORATE GOVERNANCE 15 DIRECTOR INDEPENDENCE 15 COMPENSATION DISCUSSION AND ANALYSIS 33 BOARD LEADERSHIP STRUCTURE 15 COMPENSATION COMMITTEE REPORT 48 EXECUTIVE SESSIONS 15 BOARD EVALUATIONS 16 COMPENSATION TABLES 49 DIRECTOR ONBOARDING, TRAINING, AND SITE VISITS 16 SHAREHOLDER ENGAGEMENT 17 POTENTIAL PAYMENTS UPON TERMINATION COMMUNICATION WITH THE BOARD 17 OR CHANGE IN CONTROL 56 CEO AND MANAGEMENT SUCCESSION PLANNING 17 BOARD OVERSIGHT OF RISK 18 EQUITY COMPENSATION PLAN INFORMATION 59 BOARD AND COMMITTEE INFORMATION 19 OTHER GOVERNANCE MATTERS 22 CEO PAY RATIO 59 DIRECTOR COMPENSATION 25 ITEM 7 – RATIFICATION AND APPROVAL OF DIRECTOR COMPENSATION IN 2019 25 DIVIDENDS 60 DISCUSSION OF DIVIDEND POLICY 60 SECURITIES OWNERSHIP 27 SIGNIFICANT SHAREHOLDERS 27 ITEM 8 – AUTHORIZATION TO CONDUCT BENEFICIAL OWNERSHIP 28 SHARE REPURCHASES 60 ITEM 2 – DISCHARGE OF DIRECTORS FROM ITEM 9 – CANCELLATION OF SHARES 61 LIABILITY 29 QUESTIONS AND ANSWERS ABOUT THE ITEM 3 – ADOPTION OF DUTCH STATUTORY ANNUAL GENERAL MEETING 62 ANNUAL ACCOUNTS 29 APPENDIX A – RECONCILIATION OF NON-GAAP ITEM 4 – APPOINTMENT OF FINANCIAL MEASURE A-1 PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS THE AUDITOR OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS 29 ITEM 5 – RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 30 PROFESSIONAL SERVICES FEE INFORMATION 30 AUDIT COMMITTEE REPORT 31 ITEM 1 ELECTION OF DIRECTORS The Board recommends that you vote FOR the election of each of the nominees to our Board of Directors. The Board of Directors of LyondellBasell Industries N.V. (“LyondellBasell” or the “Company”) recommends that each of the eleven director nominees introduced below be re-elected to our Board, in each case for a term ending at our 2021 annual general meeting. All nominees are current directors who were elected by shareholders at the 2019 annual general meeting of shareholders. OUR BOARD Our Nominating and Governance Committee focuses on Board succession planning and refreshment and is responsible for recruiting and recommending nominees to the full Board for election. From time to time, the Nominating and Governance Committee also uses outside consultants to assist in identifying potential director candidates. Our goal is to have a Board that provides effective oversight of the %QORCP[VJTQWIJVJGCRRTQRTKCVGDCNCPEGQHGZRGTKGPEGGZRGTVKUGUMKNNUURGEKCNK\GFMPQYNGFIGCPFQVJGTSWCNKƒECVKQPUCPFCVVTKDWVGU Director candidates also must be willing and able to devote the time and attention necessary to engage in relevant, informed discussion and decision-making. Our Board considers diversity a priority and seeks representation across a range of attributes, including race and gender. The Nominating and Governance Committee, as well as its outside consultants, include women and minority candidates in each pool from which a director candidate is selected. 6JGUGTGETWKVOGPVGHHQTVUCTGGXKFGPEGFD[QWTEWTTGPV$QCTFEQORQUKVKQPCPFVJGSWCNKVKGUCPFSWCNKƒECVKQPUQHGCEJQHQWTPQOKPGGU DIRECTOR EXPERIENCE AND EXPERTISE Aigrain Benet Bindra BuchananCooperDiccianiFarley Goren Hanley ManifoldPatel INDUSTRY EXPERIENCE ●●●●●● ● 'ZRGTKGPEGYKVJCPFWPFGTUVCPFKPIQHVJGEJGOKECNUCPFǾTGƒPKPIKPFWUVTKGU HSE EXPERIENCE Experience with social responsibility issues related to health, ● ●●●●●●● safety, and the environment STRATEGIC PLANNING ●●●●●●●●●●● Knowledge of corporate strategy and strategic planning MERGERS & ACQUISITIONS ●●●●●●●●●●● 'ZRGTKGPEGYKVJOGTIGTUCESWKUKVKQPUCPFQVJGTUVTCVGIKEǾVTCPUCEVKQPU
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