NOTICE OF AND AGENDA FOR 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Jeffrey A. Kaplan

Corporate Secretary

PROXY STATEMENT

for the

ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on June 1, 2018

Frequently Asked Questions About the Annual General Meeting

Who is soliciting my vote?

The Supervisory Board of Directors of LyondellBasell Industries N.V. (“LyondellBasell” or the “Company”) is soliciting your vote on matters submitted for approval at the Company’s 2018 Annual General Meeting of Shareholders (the “Annual Meeting”).

Why are these matters being submitted for voting?

In accordance with Dutch law and the rules and regulations of the New York Stock Exchange (the “NYSE”) and the U.S. Securities and Exchange Commission (the “SEC”), we are required to submit certain items for the approval of our shareholders. 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 adoption of our annual accounts, the discharge from liability of members of our Management Board and Supervisory Board, the appointment of the auditor for our 2018 Dutch statutory annual accounts, the approval of dividends, the authorization to repurchase shares, and the cancellation of treasury shares are all items that we are required to submit to shareholders due to our incorporation in the Netherlands.

How does the Supervisory Board recommend that I vote my shares?

The Supervisory Board recommends that you vote “FOR” each of the items presented in this proxy statement.

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

Who is entitled to vote?

You may vote your LyondellBasell shares at the Annual Meeting if you are the record owner of such shares as of the close of business on May 4, 2018 (the “Record Date”). You are entitled to one vote for each share of LyondellBasell common stock that you own. As of April [    ], 2018, there were [                 ] shares of LyondellBasell 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 notify us of your intention to attend the Annual Meeting, attend the meeting, and vote in person or (ii) properly return a proxy by Internet, telephone, or mail. 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.

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

The number of votes required to approve the matters presented in this proxy statement varies by proposal:

How do I vote?

You can vote either in person at the meeting or by proxy without attending the meeting. To vote by proxy, you must vote over the Internet, by telephone, or by mail. Instructions for each method of voting are included on the proxy card.

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

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 LyondellBasell shares in street name, you must obtain a proxy from your broker and bring that proxy to the meeting.

Can I change my vote?

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

Who counts the votes?

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

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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, only the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2017 fiscal year (Item 8) is considered a routine matter. Therefore, without instructions from you, your broker may not vote your shares with respect to any other proposals. 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 proposal and does not receive instructions from the beneficial owner on how to vote those shares, the broker may return the proxy card without voting on that proposal. This is known as a broker non-vote. Broker non-votes will have no effect on the vote for any matter properly introduced at the meeting.

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

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

How are votes counted?

For all proposals other than the election of nominees to our single, unitary Board of Directors, Supervisory Board, or Management Board, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” For the proposals for the election of nominees (Items 2 and 3), 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 matter to be voted on at the Annual Meeting.

Could other matters be decided at the Annual Meeting?

No. Any matters to be decided at the Annual Meeting must be included in the agenda for the meeting as described in this proxy statement.

Who can attend the Annual Meeting?

The Annual Meeting is open to all LyondellBasell shareholders who hold shares as of the close of business on May 4, 2018, the Record Date. If you would like to attend the Annual Meeting, you must inform us in writing of your intention to do so prior to May 25, 2018, one week prior to the date of the meeting. The notice may be emailed to investors@lyondellbasell.com. Admittance of shareholders will be governed by Dutch law.

What is the cost of this proxy solicitation?

The Company will pay the cost of soliciting proxies for the Annual Meeting. Our Supervisory 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 $15,000, 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.

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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. On or before April [    ], 2018, we mailed a “Notice of Internet Availability of Proxy Materials” to participating shareholders, containing instructions on how to access the proxy materials on the Internet.

Can I submit a proposal for the 2019 shareholder meeting?

Under SEC rules, if a shareholder wishes to include a proposal in our proxy materials for presentation at our 2019 annual general meeting, the proposal must be received at our offices at 1221 McKinney Street, Suite 300, Houston, Texas 77010, Attention: Corporate Secretary, by December [    ], 2018. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

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Item 1 – Amendment of Our Articles of Association

Our Management Board and Supervisory Board propose to amend our Articles of Association to (i) provide for a single, unitary board of directors (the “Board”); (ii) reflect the shareholders’ annual appointment of directors to the Board; (iii) conform with changes in Dutch law; and (iv) make minor wording changes to clarify certain language.

Adoption of a Unitary Board Model

Since its incorporation, LyondellBasell has had a dual board structure, which is common for Dutch companies. Under the dual board structure, there is a Supervisory Board and a Management Board. Supervisory Board members are non-executives and Management Board members are executives of the Company. Our Management Board has been responsible for the management of the Company, while the Supervisory Board has been responsible for supervising the Management Board and the overall course of our business and strategy.

In 2013, the Dutch Civil Code was amended as part of an effort to simplify Dutch corporate law. Among other changes, the amended Civil Code introduced the possibility for a Dutch company to be governed under a unitary, rather than dual, board model with a single board of directors including both non-executive and executive members. Our Supervisory Board, upon the recommendation of its Nominating and Governance Committee, has determined that a unitary board structure is in the best interests of the Company and its stakeholders, as it streamlines the Company’s decision-making process and is a familiar construct for much of the Company’s shareholder base.

Accordingly, we are seeking to amend Articles 12 and 13 of our Articles of Association to provide that the Company will have a unitary Board consisting of a majority of non-executive Board members and at least one executive Board member who is the Chief Executive Officer. Changes have been made throughout the Articles of Association to remove references to separate Supervisory and Management Boards and related language that is not necessary in a unitary board structure. The allocation of responsibilities and authorities between the Supervisory and Management Boards has also been changed to reflect the allocation between the non-executive and executive members of the Board. This allocation will be further detailed in the Company’s Rules of the Board of Directors, which will replace the existing Rules of the Supervisory Board and Rules of the Management Board and be effective and available on the Company’s website when and if the amendment of the Articles of Association is effected. In general, and except as required by law, matters that have in the past been the responsibility of the Management Board will be delegated to our Chief Executive Officer, who will initially be the sole executive Board member, and matters that have historically been retained for decision of the Supervisory Board will remain subject to approval of the full Board or the non-executive Board members.

Currently, our Articles of Association authorize our Supervisory Board to fill up to one-third of the seats on the Supervisory Board through direct appointments. However, Dutch law does not provide this same right to a unitary board of directors. To ensure that the Board can continue to address vacancies among its membership as they may arise, a new Article 15 of the Articles of Association has been added to permit the Board to make a temporary appointment to fill an opening that arises due to a vacancy or the inability of a Board member to act.

Effective upon the amendment of the Articles of Association, if approved, it is proposed that (i) Mr. Bob Patel, our Chief Executive Officer, be designated as the sole executive member of the Board and (ii) our 11 current Supervisory Board members be designated as non-executive members of the Board. Information about these 12 nominees can be found under “Item 2 – Election of Members of the Board – 2018 Nominees to the Board.”

Declassification of the Board

From the time of the Company’s incorporation until the annual general meeting of shareholders in 2017, our Supervisory Board was divided into three classes, with directors in each class serving for three-year terms. After a review of our governance practices and recognizing that annual elections give shareholders a greater voice in

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expressing their views, the Supervisory Board in 2017 recommended that all directors should be elected annually. Although the amendment of our Articles of Association is not required, to be more transparent, we now propose to amend Article 12.4 of the Articles of Association to reflect our current practice and provide that each member of the Board will be elected annually and appointed for a one-year term going forward.

Changes to Align with Dutch Law & Administrative Changes

The Dutch Civil Code currently limits the right of a corporation’s shareholders to withdraw the assignment of the annual audit of the Company’s Dutch Annual Accounts to the Company’s accountant to circumstances where there is good reason for the withdrawal. As a result, we propose removing language in Article 20.3 of the Articles of Association, which currently states that shareholders have broad authority to withdraw the assignment at any time.

In addition, we propose to amend Articles 4 and 5 of the Articles of Association to reflect that the initial designation of our Supervisory Board as the body authorized to issue shares has expired and shareholder approval will be required for any future issuance.

We are also proposing a limited number of additional changes intended to clarify and modernize the language of our existing Articles of Association.

A copy of our Articles of Association, marked to show the proposed changes, is attached as Appendix A to this proxy statement.

Item 2 – Election of Members of the Board

As described above under “Item 1 – Amendment of Our Articles of Association,” our Management Board and Supervisory Board recommend that shareholders adopt amendments to our Articles of Association that would move the Company to a unitary board system under which the Company is managed by a single governing body referred to as the Board of Directors. If the amendments are adopted, the Supervisory Board recommends that, effective as of the implementation of the unitary board, each of the 11 current members of the Supervisory Board be elected to our Board of Directors as non-executive members and our CEO, Mr. Bob Patel, be elected to our Board of Directors as the sole executive member, in each case for a term ending at our 2019 annual general meeting. For the short period following this Annual Meeting until the unitary Board of Directors is formally implemented, which we anticipate to be less than 30 days, or in the event the amendments to our Articles of Association are not adopted, the Supervisory Board recommends that each of the current members of the Supervisory Board be re-elected to the Supervisory Board and each of the current members of the Management Board be re-elected to the Management Board. For more information regarding the nominees to our Management Board, see “Item 3 – Election of Members of the Management Board.”

Unless otherwise specified, references to the “Board” in this proxy statement refer to our Supervisory Board for periods prior to the implementation of a unitary board structure and, if the amendments to our Articles of Association are adopted and the unitary board structure is implemented, to the single Board of Directors thereafter.

Identifying Director Candidates

Our Nominating and Governance Committee focuses on Board succession planning and refreshment on a regular basis. The Committee is responsible for recruiting and recommending nominees to the full Board for election. The goal is to achieve a Board that provides effective oversight of the Company through the appropriate balance of diversity of experience, expertise, skills, specialized knowledge, and other qualifications and attributes.

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The Board has adopted a profile that is meant to guide the membership of the Board. The profile includes a list of elements that the Board believes must be sufficiently represented by its members, either individually or collectively. A copy of the profile is included below and can also be found on the Company’s website at www.LyondellBasell.com.

2018 Nominees to the Board

Our Supervisory Board, on the recommendation of our Nominating and Governance Committee, has nominated our 11 current Supervisory Directors and our Chief Executive Officer for election to the unitary Board, when and if implemented, based on their high caliber and diverse array of expertise, experience, and leadership skills. For the short period following this Annual Meeting until the unitary Board is formally implemented, or in the event the amendments to our Articles of Association are not adopted, the Supervisory Board, on the recommendation of our Nominating and Governance Committee, recommends our 11 current Supervisory Directors for re-election to the Supervisory Board.

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Set forth below is each nominee’s name, age as of the date of this proxy statement, nationality, principal occupation, and business and public company experience during the last five years.

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* AMR Corporation and American Airlines, Inc. successfully completed a reorganization under Chapter 11 in 2013, for which a voluntary petition was filed in 2011.

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Corporate Governance

Since its incorporation in 2010, LyondellBasell has been managed under a dual board structure, consisting of a Supervisory Board and a Management Board. Members of the Supervisory Board are non-executives and members of the Management Board are executive officers of LyondellBasell. Members of both boards are nominated by the Supervisory Board and elected by the general meeting of shareholders. The primary responsibilities of each board are shown below.

If the proposed amendments to our Articles of Association are adopted, and following their effectiveness, our Company will be governed under a unitary board structure and managed by a Board of Directors consisting of non-executive directors and at least one executive director, including our Chief Executive Officer. In this unitary system, our Board will generally be responsible for each of the matters currently overseen by the Supervisory Board and Management Board but will delegate many of the responsibilities traditionally assigned to the Management Board to its executive directors. Mr. Patel, as the initial sole executive director, will accordingly be responsible for managing the day-to-day affairs of the Company, and our non-executive directors will be responsible for the supervision of Mr. Patel’s and management’s performance and the general course of affairs of the Company.

Director Independence

Our Board has adopted categorical standards that are used to assist its determinations of director independence. The categorical standards meet and, in some instances, exceed the requirements of the NYSE. To qualify as independent under our categorical standards, a Board member must be determined to have no material relationship with LyondellBasell other than as a Board member. The categorical standards include strict

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guidelines for non-executive Board members and their immediate families regarding employment or affiliation with LyondellBasell and its independent registered public accounting firm. Our categorical standards are included in our Corporate Governance Guidelines and can be found on our website at www.LyondellBasell.com.

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

In determining that none of these transactions or relationships affected the independence of any of the interested Board members, the Board considered the nature of the transactions and relationships. All of the transactions described above are ordinary course, and none of the dollar amounts involved was material to the Company or the relevant counterparty. As discussed in our Dutch Annual Report that accompanies our 2017 Dutch Annual Accounts, the Dutch Corporate Governance Code states that no individual may be deemed independent if he or she represents an entity that owns 10% or more of our shares. Although not deemed independent under the Dutch Corporate Governance Code, the Supervisory Board determined that the relationships between Messrs. Benet, Buchanan, and Cooper and Access Industries do not preclude findings of independence under our categorical standards or the NYSE listing standards.

Board Leadership Structure

Mr. Gwin was named Chairman of the Supervisory Board in September 2013 and has continued to serve in the role since that time. The Chairman’s responsibilities include leading Board meetings and executive sessions and facilitating information flow and communication among Board members.

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Under Dutch law, only non-executive directors may serve on the Supervisory Board or as Chairman of our unitary Board. The separation of the positions of Chairman and Chief Executive Officer that results from this governance structure allows Mr. Gwin to focus on the management of Board matters and allows our CEO, Mr. Patel, to focus his attention on managing our business. Additionally, we believe the separation of these roles contributes to the independence of the Board in its oversight role and in assessing the Chief Executive Officer and management generally.

Executive Sessions

Executive sessions of our Board generally take place at every regular meeting. During these executive sessions, led by Mr. Gwin, the Supervisory Board members have had an opportunity to, and the non-executive Board members will, review and discuss, among other things, the performance of the CEO and other members of management as well as the criteria against which performance is evaluated, including the impact of performance on compensation matters. If Mr. Gwin is unavailable, the Rules of the Supervisory Board provide (and the Rules of the Board of Directors will provide) that the non-executive Board member with the longest tenure shall preside. If two or more individuals have equal tenure, the eldest of them will chair.

Board Evaluations

Each year our Board and its committees evaluate their own effectiveness through participation in a robust self-assessment process. The Board members respond to survey questions intended to solicit information to be used to improve effectiveness of the Board and its committees. The key areas covered in the self-evaluations include membership; responsibilities; functionality; meetings; strategy; senior management (including succession planning); focus on performance; ensuring financial robustness; building corporate reputation; and matching risk with return. The feedback from the self-evaluation process is discussed during Board and committee meetings in executive sessions. Each committee also considers whether it is functioning in compliance with its charter and keeping the Board adequately informed and reviews its member skill sets and any identified leadership issues.

In 2017, the Nominating and Governance Committee engaged a special consultant to facilitate the evaluation process and solicit feedback on Board, committee, and individual performance. Beginning in late 2017 and continuing into early 2018, the consultant met with each member of the Supervisory Board individually and reported to the Nominating and Governance Committee and the Supervisory Board regarding the feedback provided and key takeaways.

Communication with the Board

Shareholders and other interested parties may communicate with the Board or any individual Board member. Communications should be addressed to our Corporate Secretary at LyondellBasell Industries, 1221 McKinney Street, Suite 300, Houston, Texas 77010.

Communications are distributed to the Board or to one or more individual Board member(s), 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; resumes and other forms of job inquiries; spam; and surveys will not be communicated 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 Board member upon request.

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 an annual basis, 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 succession planning and ensures that executive officer succession planning reviews and evaluations are conducted at least annually, by either the Compensation Committee or the Board as a whole. The Board also reviews with members of senior management in-depth assessments of the Company’s bench strength, retention, progression, and succession readiness for all other senior level managers.

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Board Oversight of Risk

While the Company’s Management Board has been responsible for the Company’s risk profile and managing the day-to-day risks to the Company, the Supervisory Board has had broad oversight of the Company’s risk management. In this oversight role, the Supervisory Board has been responsible for satisfying itself that the risk management processes designed and implemented by the Company’s management are functioning and that necessary steps are taken to foster a culture of risk-adjusted decision-making throughout the organization. The Company believes that this leadership structure has been effective in achieving sound risk management and that the Supervisory Board’s involvement has ensured effective oversight. Following the transition to a unitary Board, if approved by shareholders, our CEO and executive director will be responsible for assessing and managing the Company’s risks and related control systems and the full Board will continue to oversee the Company’s risk profile.

The primary means by which our Board oversees risk management structure and policies is through regular communications with management. At each Board meeting, executive officers and other members of management are asked to report to the Board and, when appropriate, specific committees. One purpose of these presentations is to provide direct communication between members of the Board and members of management. The presentations provide the Board with the information necessary for a full understanding of the risk profile of the Company, including information regarding the Company’s specific risk environment, exposures affecting the Company’s operations, and the Company’s plans to address such risks. In addition to providing general updates on the Company’s operational and financial condition, members of management report to the Board about the Company’s outlook, forecasts, and any impediments to meeting them or successfully pursuing its strategies more generally.

In July 2017, members of the Supervisory Board and Management Board participated in a workshop led by the Company’s global head of enterprise risk management and outside consultants. The participants identified the Company’s primary risks, matched the risks identified by members of the Supervisory Board with those identified by management, and discussed the risk appetite of each director with respect to the various risks identified. The direct line of communication between the Board and members of management facilitated at Board meetings and through events such as the July workshop allow the Board to further evaluate and assess the management of the Company’s day-to-day risks.

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

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The Company has an enterprise risk management function, with a group of employees dedicated to enterprise-wide risk management activities. The Management Board has been, and going forward our CEO will be, responsible for overseeing the risk management programs of the Company, including assessing risk tolerances, evaluating whether such tolerances are aligned with the Company’s strategic goals, and defining the overall risk profile of the Company. The Management Board has delegated to a Risk Management Committee the authority to review and approve transactions that are in furtherance of the Company’s approved strategies, and our CEO will continue this authorization following the transition to a unitary Board, if approved. The standing members of the Risk Management Committee include the Company’s CEO, Chief Financial Officer, and Chief Legal Officer. Through a variety of policies and procedures, senior management and their reports are required to identify, monitor, mitigate, and report on risks and to submit risk management plans from each business segment.

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

Board and Committee Information

The Supervisory Board held four regularly scheduled meetings and one information session in 2017. Our Compensation Committee, Nominating and Governance Committee, and HSE&O Committee meet in connection with each regularly scheduled Board meeting, other than the Board’s strategy session held in July, while other Committees meet independently as the matters under their respective responsibilities require. In 2017, each of the Supervisory Directors attended at least 75% of the meetings of the Supervisory Board and of each committee of which he or she was a member. Although the Company does not maintain a policy regarding Board members’ attendance at its annual general meetings, our Chairman, Mr. Gwin, attends and chairs the Company’s annual general meetings.

The table below provides membership and meeting information for each of the Board’s standing committees. No changes were made to committee membership in 2017.

Each of our committees has a written charter, approved by the Board. The charters can be found on our website under the “Investor Relations” tab at www.LyondellBasell.com.

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The Audit Committee is responsible for overseeing all matters relating to our financial statements and reporting; internal audit function and independent auditors; and our compliance function. Listed below are the general responsibilities of the Audit Committee.

Our Board has determined that all Audit Committee members are independent under the NYSE listing standards, our categorical independence standards, and the heightened independence requirements applicable to audit committee members under the rules of the SEC. Our Board has also determined that all Audit Committee members are financially literate in accordance with the NYSE listing standards and that Mr. Smith and Ms. Goren qualify as audit committee financial experts under SEC rules.

The Compensation Committee is responsible for overseeing our executive compensation programs and developing the Company’s compensation philosophy.

In fulfilling its responsibility for the oversight of compensation matters, the Compensation Committee may delegate authority for day-to-day administration and interpretation of the Company’s plans to Company employees, including responsibility for the selection of participants, determination of award levels within plan parameters, and approval of award documents. The Compensation Committee may not, however, delegate authority under those plans for matters affecting the compensation and benefits of the Company’s executive officers. The Compensation Committee’s responsibilities include the following:

Our Board has determined that all Compensation Committee members are independent under the NYSE listing standards, our categorical independence standards, and other independence requirements applicable to compensation committee members under NYSE rules.

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Compensation Committee Interlocks and Insider Participation – No member of the Compensation Committee serves or has served as an officer or employee of the Company or any of our subsidiaries and, during 2017, no executive officer served on the compensation committee or board of any entity that employed any member of our Compensation Committee or Supervisory Board.

For additional information on the Compensation Committee, including information regarding compensation consultants engaged during 2017, see the “Compensation Discussion and Analysis” beginning on page 32.

One of the primary responsibilities of the Nominating and Governance Committee is to identify nominees for election to the Board. It is also the duty of the Nominating and Governance Committee to oversee matters regarding corporate governance. In fulfilling its duties, the Nominating and Governance Committee has the following responsibilities:

It is the duty of the HSE&O Committee to assist the Board in its oversight responsibilities by assessing the effectiveness of health, safety, and environmental programs and initiatives that support Company policies. The HSE&O Committee also reviews the Company’s material technologies and the risks relating to its technology portfolio, as well as its performance in executing large capital projects and turnarounds. In fulfilling its duties, the HSE&O Committee has the following responsibilities:

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The Finance Committee assists the Board in its oversight responsibilities by monitoring and assessing such matters as the Company’s capital structure and allocation, debt portfolio, and derivative strategies. In fulfilling its duties, the Finance Committee has the following responsibilities:

The Executive Committee consists of the chairs of each of the other Board committees. The role of the Executive Committee is to facilitate and improve communication and coordination among members of the Board and its committees. It does so by, among other things, collaborating on agenda setting and discussing ad-hoc issues.

Other Governance Matters

Retirement Policy; Term Limits

The Company’s governance documents provide that a member of the Board will not be re-nominated for election to the Board after his or her 75^th birthday. While the Board does not believe there is a specific age after which directors should no longer serve on boards, it does believe mandatory retirement ages are a useful tool for board refreshment purposes.

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

Dutch Corporate Governance Code

As a Dutch incorporated entity, we are subject to the Dutch Corporate Governance Code. The Code, recently amended in 2016 and a copy of which can be found at www.commissiecorporategovernance.nl, is a statement of principles and best practices for Dutch companies with an emphasis on integrity, transparency, and accountability as the primary means of achieving good governance. The Code’s compliance principle is “comply-or-explain,” which permits a Dutch company to be fully compliant with the Code by either applying the best practices or explaining why the company has chosen to apply different practices.

The principles and practices prescribed by the Code are in large part consistent with NYSE and SEC requirements and best practices for U.S. companies. In our Dutch Annual Report, which accompanies our 2017 Dutch Annual Accounts and can be found on our website at www.LyondellBasell.com, we disclose those instances where we have chosen to apply practices that differ from the Code. In general, these instances relate to our decision to apply practices that are more common for NYSE traded companies than those called for by the Code.

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Compensation of Non-Executive Members of the Board

Our Supervisory Directors receive (and non-executive members of our unitary Board will receive) cash compensation and equity compensation, in the form of restricted stock units (“RSUs”), for their service on the Board and its committees. Since 2016, members of the Board have had the option to elect to receive the cash component of their compensation in Company shares. Our Nominating and Governance Committee reviews director compensation on an annual basis and recommends any changes in compensation determined advisable given peer practices. In November 2017, the Nominating and Governance Committee recommended no changes to the compensation program for Supervisory Directors and the Board approved the continuation of the existing compensation policy, as further described below.

In addition to the retainers shown above, we provide members of the Board with a cash payment of $5,000 for each intercontinental trip taken in performing board service, in recognition of the time and effort such travel requires.

Director Compensation in 2017

(1)  Includes retainers for services earned or paid through December 31, 2017. Mr. Buchanan, Mr. Cooper, Ms. Dicciani, Ms. Farley, and Mr. Smith each elected to receive the cash component of their 2017 compensation in the form of shares of our common stock.

(2)  Represents annual grants of RSUs for all Supervisory Directors and shares of stock issued in lieu of cash compensation for Mr. Buchanan, Mr. Cooper, Ms. Dicciani, Ms. Farley, and Mr. Smith.

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 dividend equivalent payments when dividends are paid on the Company’s shares. In 2017, the annual grant for each director, other than Mr. Gwin, was 2,110 units. Mr. Gwin received 3,848 units. These awards, which vest on May 23, 2018 (one year from the date of grant), are the only stock awards outstanding at 2017 fiscal year-end for the non-executive Board members. In accordance with

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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 16 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2017 for a description of the accounting for equity-based compensation.

The shares received in lieu of cash compensation are issued at the same time quarterly cash payments for retainers and travel fees are otherwise made. The number of shares issued is based on the average of the closing price of the Company’s shares over the quarter in which the compensation was earned. The shares issued in lieu of cash compensation in 2017 were as follows: Mr. Buchanan – 1,534 shares, Mr. Cooper – 1,587 shares, Ms. Dicciani – 1,697 shares, Ms. Farley – 1,861 shares, and Mr. Smith – 1,888 shares.

(3)  Includes $5,000 for each intercontinental trip taken for work performed for the Company, other than for Mr. Buchanan, Mr. Cooper, Ms. Dicciani, Ms. Farley, and Mr. Smith, each of whom received shares as compensation for their travel fees. Also includes benefits in kind related to tax preparation and advice related to the Board members’ 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.

Share Ownership Guidelines; Prohibition on Hedging and Pledging Shares

Members of our Board are subject to Share Ownership Guidelines and our Policy Prohibiting Insider Trading. Under the Share Ownership Guidelines, non-executive Board members are prohibited from selling any shares of the Company until they own shares that are valued at no less than six times their annual cash retainer for Board service, or $690,000 for all directors other than our Chairman, whose ownership requirement is $1,290,000. Once a Board member has reached his required ownership level, he or she may not sell shares that would bring his or her ownership below the threshold level.

Pursuant to our Policy Prohibiting Insider Trading, members of the Board are prohibited from engaging in transactions that result in a hedge against any decrease in our share price. They are also prohibited from pledging their shares as collateral for personal loans or other obligations.

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Item 3 – Election of Members of the Management Board

As described above under “Item 1 – Amendment of Our Articles of Association,” our Management Board and Supervisory Board recommend that shareholders adopt amendments to our Articles of Association that would move the Company to a unitary board system. If the amendments are adopted then, effective as of the implementation of the unitary Board, (i) Mr. Patel will be elected to our Board as an executive member for a one-year term ending at our 2018 annual general meeting of shareholders and (ii) the Management Board will not continue as a governing body of the Company. For the short period of time following the Annual Meeting until the unitary Board is formally implemented, or in the event that the amendments to our Articles of Association are not adopted, the Supervisory Board recommends that each of the individuals currently serving as Managing Directors be re-elected to our Management Board.

Our Management Board consists of certain executive officers, each nominated by the Supervisory Board and elected by shareholders. The Management Board is led by our CEO, Bob Patel, who serves as its Chairman. The term of office of each of our current Management Board members will expire at the Annual Meeting.

The name, age (as of the date of this proxy statement), nationality, and business background of each member of our Management Board is set forth below:

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Related Party Transactions and Indemnification

We have adopted a written Related Party Transaction Approval Policy, which requires the disinterested members of the Audit Committee to review and approve, in advance of commitment, 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:

The disinterested members of the Audit Committee determine the fairness of any related party transaction to the Company by considering whether the terms of the transaction are no less favorable than those which could be obtained from non-related parties. The following is a description of related party transactions in existence since the beginning of fiscal year 2017.

In 2010, we entered into certain agreements with affiliates of Access Industries. These agreements include 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, as amended in March 2015, Access Industries has the right to nominate individuals for appointment to the Supervisory Board if certain ownership thresholds are met. Access Industries currently owns more than 18% of our outstanding shares and has nominated Messrs. Benet, Buchanan, and Cooper pursuant to the agreement. The nomination rights continue for so long as Access Industries owns at least 5% of our outstanding shares and, if the proposed amendments to our Articles of Association are approved, the nomination agreement will be amended to reflect our transition to a unitary Board and provide Access Industries with nomination rights equivalent to those it currently has at the Supervisory Board level. The Company entered into these agreements before it became publicly traded and the Related Party Transaction Policy was adopted; however, subsequent amendments to the nomination agreement have been approved by our disinterested Board members.

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On an ongoing basis and in the ordinary course of business, the Company makes spot purchases of natural gas and natural gas liquids (“NGLs”), which are raw materials used by the Company to manufacture its products, from Anadarko Petroleum. Robert G. Gwin, the Chairman of our Board, serves as Executive Vice President and Chief Financial Officer of Anadarko Petroleum, and Claire Farley, a Director serving on our Board, was appointed to Anadarko’s board of directors in early 2017. In July 2014, the Audit Committee approved the Company making spot purchases from Anadarko as it deems appropriate. The transactions were approved based on the fact that they were on terms no less favorable than those which could be obtained from non-related parties. The Company purchased approximately $49 million of natural gas and NGLs from a subsidiary of Anadarko Petroleum in 2017. The Nominating and Governance Committee and Supervisory Board considered these purchases in connection with the determinations that Mr. Gwin and Ms. Farley are independent. The Company does not believe that Mr. Gwin’s or Ms. Farley’s position at Anadarko gives rise to a direct or indirect material interest in the transactions.

The Supervisory Board previously agreed to advance legal expenses to the following former and current executive officers of the Company: Jim Gallogly, our former CEO; Craig Glidden, our former EVP and Chief Legal Officer; Kevin Brown, our former Executive Vice President – Manufacturing and Refining; and Bob Patel, our current CEO and Chairman of the Management Board. The expenses relate to the defense of audits by the Internal Revenue Service of tax year 2012 challenging the tax treatment under Section 409A of the Internal Revenue Code of equity awards we granted to these individuals. In early 2017, the individuals agreed in principle to settlements with the IRS relating to the audits of tax year 2012. The Board approved the reimbursement of these individuals for the cost of the settlements, on an after-tax basis, and the Company advanced an aggregate of approximately $1.7 million in defense costs in 2016 and, in 2017, reimbursed an aggregate of approximately $1.7 million in payment of the settlement costs.

In March 2018, a group of investors including Access Industries completed the acquisition of Calpine Corp., the owner and operator of power plants across the U.S. and Canada and a supplier of power and steam to the Company’s Houston Refinery. Following consummation of the acquisition, the Audit Committee approved the continuation of the Company’s contractual relationship with Calpine on existing terms, as the terms of the contracts were negotiated prior to the time that the relationship with Access and Calpine arose and determined to be fair to the Company and more advantageous than those offered by other parties. The Company purchased approximately $73 million of power, steam, and water from Calpine and sold approximately $16 million of excess gas and raw water to Calpine in 2017.

Indemnification

We indemnify members of our Board to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to the Company. Our Articles of Association establish this indemnification right, and we have also entered into agreements with each of those individuals and certain of our executive officers contractually obligating us to indemnify them.

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Securities Ownership

Beneficial Ownership

Information relating to the beneficial ownership of our shares by each non-executive Board member/nominee and executive officer named in the Summary Compensation Table on page 47 is included below, as is information with respect to all of these individuals, and all other executive officers, as a group. For purposes of the table below, 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 March 15, 2018. The individuals set forth in the table below, individually and in the aggregate, beneficially own less than 1% of our outstanding shares as of March 15, 2018.

(1)  Represents units (each equivalent to a share of LyondellBasell stock) that will vest within 60 days.

(2)  Mr. Bindra’s ownership includes 9,200 shares owned by the Bindra Family Revocable Trust. Mr. Bindra disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

(3)  Mr. Patel’s ownership includes 61,810 shares held in a family trust. Mr. Patel disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

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

(1)  All percentages are based on [            ] shares outstanding as of April [    ], 2018.

(2)  Information is based on a Schedule 13D/A filed with the SEC on January 8, 2018. Access Industries is a privately-held U.S. industrial group which controls directly or indirectly AI International Chemicals S.à r.l. 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 13, 2018 by FMR LLC and Abigail P. Johnson reporting beneficial ownership of the Company’s stock as of December 31, 2017, on behalf of its direct and indirect subsidiaries including Crosby Advisors LLC, FIAM LLC, Fidelity (Canada) Asset Management ULC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company, FMR Co., Inc. and Strategic Advisors, Inc. The shareholder reports sole voting power with respect to 4,026,789 shares and sole dispositive power with respect to 34,091,553 shares.

(4)  Information is based on a Schedule 13G/A filed with the SEC on February 8, 2018 by The Vanguard Group reporting beneficial ownership of the Company’s stock as of December 31, 2017, on behalf of its direct and indirect subsidiaries including Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. The shareholder reports sole voting power with respect to 458,563 shares and sole dispositive power with respect to 24,240,765 shares.

(5)  Information is based on a Schedule 13G filed with the SEC on February 14, 2018 by Capital World Investors reporting beneficial ownership of the Company’s stock as of December 31, 2017. The shareholder reports sole voting power and sole dispositive power with respect to 21,336,675 shares.

(6)  Information is based on a Schedule 13G filed with the SEC on February 1, 2018 by BlackRock, Inc. reporting beneficial ownership of the Company’s stock as of December 31, 2017, on behalf of its direct and indirect subsidiaries including BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock Capital Management, Inc., BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc.,

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iShares (DE) I Investmentaktiengesellschaft mit Teilgesellsc, BlackRock Japan Co., Ltd., BlackRock Fund Management Company S.A., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, FutureAdvisor, Inc., BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, 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 17,626,334 shares and sole dispositive power with respect to 20,604,535 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our Supervisory 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. All such 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, 2017, our Supervisory Directors, executive officers, and greater than 10% shareholders timely filed all reports they were required to file under Section 16(a) other than reports of certain transactions between the Company and Supervisory Directors that were filed late due to inadvertent administrative errors. These reports included (i) one report by Mr. Kevin Brown, our former Executive Vice President of Global Manufacturing & Refining, reporting shares withheld in connection with the vesting of RSUs and (ii) three reports by Mr. Buchanan, reporting the purchase of shares through a dividend reinvestment program that he was enrolled in without his knowledge after transferring his shares to an individual brokerage account. The Form 4 reporting Mr. Brown’s transaction was filed one business day late. The Form 4 reporting Mr. Buchanan’s transactions was filed in March 2018 shortly after the dividend reinvestment purchases were discovered.

Item 4 – Adoption of Dutch Statutory Annual Accounts

At the Annual Meeting, you will be asked to adopt our Dutch annual accounts for the year ended December 31, 2017 (the “Annual Accounts”), as required under Dutch law and our Articles of Association. Our Annual Accounts are prepared in accordance with international financial reporting standards (“IFRS”) and Dutch law.

A copy of the Annual Accounts can be accessed through our website, under the “Investor Relations” tab at www.LyondellBasell.com, and may be obtained free of charge by request to LyondellBasell Industries, 1221 McKinney St., Suite 700, Houston, TX 77010, Attention: Corporate Secretary.

Item 5 – Discharge from Liability of Members of the Management Board

Under Dutch law, at the Annual Meeting, shareholders may discharge the members of the Management Board from liability to the Company in connection with the exercise of their management duties during the fiscal year concerned. The discharge does not affect any potential liability under the laws of The Netherlands relating to liability upon bankruptcy and does not extend to matters that have not been disclosed to shareholders. It is proposed that shareholders resolve to discharge the members of the Management Board in office in 2017 from liability in connection with the exercise of their management duties during 2017.

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Item 6 – Discharge from Liability of Members of the Supervisory Board

Under Dutch law, at the Annual Meeting, shareholders may also discharge the members of the Supervisory Board from liability to the Company in connection with the exercise of their supervisory duties during the fiscal year concerned. The discharge does not affect any potential liability under the laws of The Netherlands relating to liability upon bankruptcy and does not extend to matters that have not been disclosed to shareholders. It is proposed that shareholders resolve to discharge the members of the Supervisory Board in office in 2017 from liability in connection with the exercise of their supervisory duties during 2017.

Item 7 – Appointment of PricewaterhouseCoopers Accountants N.V. as the Auditor of our Dutch Statutory Annual Accounts

The Supervisory Board has selected PricewaterhouseCoopers Accountants N.V. (“PwC N.V.”) to serve as the auditor of our Dutch Annual Accounts to be prepared in accordance with IFRS for the year ending December 31, 2018, and, in accordance with our Articles of Association, we are requesting that the general meeting of shareholders appoint PwC N.V. as auditor of such Dutch Annual Accounts.

PwC N.V. has acted as the auditor of our Dutch Annual Accounts since 2010. Representatives of PwC N.V. will be present at the Annual Meeting to answer appropriate questions and will have the opportunity to make a statement if they desire to do so.

Item 8 – Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm

The Supervisory Board has selected PricewaterhouseCoopers LLP (“PwC”) to serve as our independent registered public accounting firm for the year ending December 31, 2018. PwC has acted as our independent registered public accounting firm since 2010.

Although shareholder ratification of the selection of PwC is not required, our Supervisory Board is submitting the selection to shareholders for ratification because we value our shareholders’ views on the Company’s auditors. If our shareholders fail to ratify the selection of PwC, it will be considered as notice to the Board and Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may recommend that the Board select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and its stakeholders.

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Professional Services Fee Information

Fees for professional services provided by our independent registered public accounting firm in each of the last two fiscal years, in each of the following categories, were as follows:    

Audit fees consist of the aggregate fees and expenses billed or expected to be billed for professional services rendered by PwC for the audit of our consolidated financial statements, the review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by an independent auditor in connection with statutory and regulatory filings or engagements, including comfort letters, statutory audits, attest services, and consents.

Audit-related fees consist of the aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of its audit or review of the Company’s financial statements and are not reported as audit fees herein. This category includes fees related to audits of benefit plans; agreed-upon or expanded audit procedures relating to accounting records required to respond to or comply with financial, accounting, or regulatory reporting requirements; and consultations as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by regulatory or standard-setting bodies.

Tax fees consist of international tax compliance and corporate tax consulting.

The Audit Committee has adopted procedures for the approval of PwC’s services and related fees. Each year, all audit and audit-related services, tax services, and other services for the upcoming fiscal year are provided to the Audit Committee for approval. The services, which may be provided in the upcoming twelve-month period, are grouped into significant categories substantially in the format shown above.

The Audit Committee is updated on the status of all PwC services and related fees on a periodic basis or more frequently as matters warrant. In 2017 and 2016, the Audit Committee pre-approved all audit, audit-related, tax and other services performed by PwC.

As set forth in the Audit Committee Report below, the Audit Committee has considered whether the provision of non-audit services by PwC is compatible with maintaining auditor independence and has determined in the affirmative with respect to the services provided in 2017.

Audit Committee Report

The role of the Audit Committee is, among other things, to oversee the Company’s financial reporting process on behalf of the Board, to recommend to the Board whether the Company’s financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Annual Report”) and to select the Company’s independent auditor for ratification by shareholders. Company management is responsible for the Company’s financial statements as well as for its financial reporting process, accounting principles and internal controls. The Company’s independent auditor is responsible for performing

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an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States.

The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2017 with management and PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2017, and has taken the following steps in making its recommendation that the Company’s financial statements be included in the Annual Report:

•      First, the Audit Committee discussed with PwC those matters required to be discussed by Public Company Accounting Oversight Board (United States) Auditing Standard 1301 Communications with Audit Committees, including information regarding the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process.

•      Second, the Audit Committee discussed with PwC its independence and received from PwC a letter concerning independence as required under applicable independence standards for auditors of public companies. This discussion and disclosure helped the Audit Committee in evaluating such independence. The Audit Committee also considered whether, and concluded that, PwC’s provision of other non-audit services to the Company is compatible with the auditor’s independence.

•      Third, the Audit Committee met periodically with members of management, the Company’s internal auditors and PwC to review and discuss internal control over financial reporting. Further, the Audit Committee reviewed and discussed management’s report on internal control over financial reporting as of December 31, 2017, as well as PwC’s report regarding the effectiveness of internal control over financial reporting.

•      Finally, the Audit Committee reviewed and discussed, with the Company’s management and PwC, the Company’s audited consolidated balance sheets as of December 31, 2017 and consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for the fiscal year ended December 31, 2017, including the quality, not just the acceptability, of the accounting principles applied, the reasonableness of significant judgments, and the clarity of the disclosure.

The Audit Committee also discussed with the Company’s internal auditors and PwC the overall scope and plans of their respective audits. The Audit Committee meets periodically with both the internal auditors and PwC, with and without management present, to discuss the results of their examinations and their respective evaluations of the Company’s internal control over financial reporting.

The members of the Audit Committee are not engaged in the accounting or auditing profession and, consequently, are not experts in matters involving auditing or accounting. In the performance of their oversight function, the members of the Audit Committee necessarily relied upon the information, opinions, reports, and statements presented to them by Company management and by PwC as the Company’s independent registered public accounting firm.

Based on the reviews and discussions explained above (and without other independent verification), the Audit Committee recommended to the Supervisory Board (and the Supervisory Board approved) that the Company’s financial statements be included in the Annual Report. The Audit Committee has also approved the selection of PwC as the Company’s independent registered public accounting firm for fiscal year 2018.

The Audit Committee

Bruce Smith, Chairman

Jagjeet Bindra

Claire Farley

Bella Goren

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Item 9 – Ratification and Approval of Dividends in Respect of the 2017 Dutch Statutory Annual Accounts

Discussion of Dividend Policy

Pursuant to the Dutch Corporate Governance Code, we provide shareholders with an opportunity to discuss our dividend policy and any major changes in that policy each year at our annual general meeting.

Our dividend policy is to pay a consistent quarterly dividend, with the goal of increasing the dividend over time. Through March 31, 2018, we have paid an aggregate of approximately $12.5 billion in dividends since we began our dividend program in 2011, increasing the dividend payments from $0.10 per share in the second quarter of 2011 to $1.00 per share in the first quarter of 2018. The Company’s strong balance sheet and results of operation support the continuation of this dividend program.

Pursuant to our Articles of Association, the Management Board, with the approval of the Supervisory Board, has determined the amount, if any, out of our annual profits to be allocated to reserves prior to the payment of dividends. The portion of our annual profits that remains after the reservation is available for dividend payments as approved by shareholders. The determination to pay any dividends will be made after a review of the Company’s expected earnings, the economic environment, financial position, and prospects of the Company, and any other considerations deemed relevant by the Management Board with the approval of the Supervisory Board. If the proposed amendments to our Articles of Association are approved, the determinations above will be made by the full Board going forward, subject to approval of the payment of dividends by our shareholders.

The Company paid an aggregate of $3.70 per share from its 2017 annual accounts, for a total of approximately $1.5 billion. This includes interim dividends of $0.90 per share paid in each of the second, third and fourth quarters of 2017 and an interim dividend of $1.00 per share paid in the first quarter of 2018.

Item 10 – Advisory Approval of Executive Compensation (Say-on-Pay)

We believe that LyondellBasell’s executive compensation program supports the goals of our executive compensation philosophy and that it drives performance, encourages an appropriate sensitivity to risk, and increases shareholder value. That philosophy, which is set by the Compensation Committee, is intended to align each executive’s compensation with our short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate, and retain high-caliber executives who are crucial to our long-term success.

A significant portion of the total compensation opportunity for each of our executives is directly related to performance factors that measure the Company’s progress against its strategic and operating goals.

We implement our philosophy and achieve our program goals by following certain key principles, including by:

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Results of Last Year’s Say-on-Pay Vote

Our executive compensation program received substantial shareholder support and was approved, on an advisory basis, by more than 95% of votes cast at the 2017 annual general meeting of shareholders. Our Compensation Committee and the other members of our Supervisory Board believe that this level of approval of our executive compensation program is indicative of our shareholders’ strong support of our compensation philosophy and goals and the decisions made by the Compensation Committee in 2016 and early 2017. They also believe that the consistent high level of shareholder support for our executive compensation over the past several years is a result of our Compensation Committee’s commitment to compensating our executives in a manner that provides a strong link between pay and performance and is reflective of our philosophy and goals, market best practices, and strong shareholder engagement.

Pay for Performance in 2017

The Compensation Committee believes that the compensation of our Named Executive Officers for 2017 is reasonable and appropriate, is justified by the Company’s performance, and works to ensure management’s interests align with increasing shareholder value. The Supervisory Board requests that you consider the structure of our executive compensation program in connection with our 2017 performance, which is more fully discussed in the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement that follows. The CD&A also contains more details about how we implement our compensation philosophy and goals and how we apply these principles to our compensation program.

2018 Advisory Vote on Executive Compensation

Shareholders have the opportunity to endorse or not endorse our executive compensation program by voting for or against the following resolution:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Company’s proxy statement for the 2018 Annual General Meeting of Shareholders, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosure.”

Although the advisory vote is non-binding, the Board values our shareholders’ opinions. The Compensation Committee will review the results of the vote and consider shareholders’ input when considering future decisions regarding our executive compensation programs. A vote against this proposal will not, however, provide the Compensation Committee with information about shareholders’ specific concerns. For this reason, we urge shareholders to contact us or otherwise communicate their specific concerns relating to our executive compensation program.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management. Based on our review and discussions, we have recommended to the Supervisory Board that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee

Jacques Aigrain, Chairman

Robin Buchanan

Bella Goren

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Executive Compensation

Table of Contents

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Compensation Discussion and Analysis

This section explains the decisions made concerning the compensation of the Company’s Named Executive Officers (“NEOs”) for fiscal year 2017. It also describes the process our Compensation Committee followed, and the factors considered, in determining the amount of compensation awarded. The Company’s NEOs for 2017 and their current positions at the Company are listed below.

Executive Summary

Key Performance and Compensation Highlights

In 2017, the Company delivered strong earnings, cash flow, and return to shareholders under dynamic market conditions. We realized significant volume growth, with a 13% increase in global ethylene production and a 17% improvement in refining crude volumes over the prior year, and improved EBITDA by 8% relative to 2016, despite substantial new capacity in our industry. The Company also advanced its strategic growth plans by beginning construction of our Hyperzone high-density polyethylene plant in La Porte, Texas; reaching a final investment decision and beginning site preparation for a new PO/TBA plant in Texas; opening a new polypropylene compounds plant in China; and entering into a premium polymer recycling joint venture with SUEZ.

For compensation purposes, we measure our performance on several different factors that we believe are important for our short- and long-term success and for creating shareholder value. In 2017, we delivered strong performance against these measures, achieving top decile health, safety, and environmental performance while maintaining fixed costs and exceeding our budgeted EBITDA, and the compensation decisions made for our executives reflect our pay-for-performance philosophy. Below is an overview of the performance factors that went into the 2017 compensation decisions.

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Key Compensation Practices

Our executive compensation practices support our pay for performance philosophy, reflect best governance practices, and do not include features that could misalign executives’ interests with those of our shareholders.

Say-on-Pay

Our executive compensation program has received substantial and consistent shareholder support over the past several years. At the 2017 annual general meeting of shareholders, our executive compensation program received support of more than 95% of the votes cast. Our Compensation Committee and Supervisory Board believe that this consistent high level of support from our shareholders is a result of our commitment to ensuring that our executives are compensated in a manner that provides a strong link between pay and performance.

The Compensation Committee and Supervisory Board value our shareholders’ insights and consider shareholder feedback, evolving business needs, and our desire to maintain a strong link between executive pay and performance when evaluating our compensation program. In response to discussions with shareholders, the Committee has continued to refine our proxy statement disclosure to provide transparency and review our overall program design to align it more closely with our performance and shareholders’ interests.

Compensation Committee Actions in 2017

Our Compensation Committee is responsible for determining the compensation of our NEOs and designing our executive compensation program.

For overall 2017 Company performance, our annual bonuses paid out above target based on strong HSE and EBITDA performance and continued cost discipline. The PSUs with a three-year performance period ended December 31, 2017 earned 120% of target. This payout is reflective of our strong ROA results as compared to our peers in the chemicals business and our continued cost control but recognizes that our refining business did not perform as well as its peers.

Annually, the Compensation Committee’s independent compensation consultant provides a review of executive compensation trends and best practices, as well as regulatory updates that may impact our executive compensation programs. The Committee uses this information to form decisions on executive compensation and to validate the link between executive pay and Company performance.

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Based on this annual review and business needs, market practices, and shareholder feedback, the Committee took several actions to modify our compensation programs in 2017:

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Currently, no material changes are contemplated to our compensation program in 2018. Payout of our executives’ 2018 annual bonuses will be determined using the same performance measures and weighting used in 2017, and PSUs granted in 2018 will again utilize relative TSR as the sole performance measure.

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CEO Performance and Compensation Decisions

What Guides Our Program

The design principles of our executive compensation program include the following objectives:

Components of Executive Compensation

Our compensation philosophy is supported by the following principal components of compensation:

Base Salary: Base salaries provide executives with a regular fixed income in recognition for their job responsibilities. Executives’ base salaries are determined when they are hired or promoted into their positions and reviewed annually.

Annual Bonus: Annual bonus opportunities are determined as a percentage of base salary. The annual bonuses are meant to incentivize our executives and align their compensation with the achievement of the Company’s annual priorities. Based on company performance, executives will earn from 0 to 200% of the target bonus amount. The bonuses are also designed to reflect individual contribution and performance. Each executive

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receives an individual modifier for his performance during the year, ranging from 0 to 1.5. The earned percentage of the target is multiplied by this modifier, which can result in an actual payout from 0 to 300% of the target bonus amount.

Long-Term Incentives: Long-term incentive awards are meant to encourage the achievement of increased value over the longer term and more closely align the interests of our executives with those of shareholders. The aggregate target value of long-term incentives awarded to each executive is determined as a percentage of his base salary. The LTI awards we grant include:

PSUs – PSUs vest over a three-year performance period and are converted to shares upon vesting. Awards can vest from 0 to 200% of target, depending on the Company’s performance, and the ultimate value received by executives is dependent on the Company’s share price when the award vests. Performance for the PSUs granted in 2017 will be based solely on TSR relative to our peers. PSUs accrue dividend equivalents during the performance period in the form of additional units.

RSUs – RSUs vest in full after three years and receive one share for each unit at vesting. The ultimate value received by executives is dependent on the Company’s share price when the award vests. RSUs receive cash dividend equivalents at the same time and in the same amount as dividends paid to shareholders.

Stock Options – Stock options vest ratably over a three-year period and expire 10 years from the date of grant. The exercise price is the fair market value on the date of grant.

Compensation Mix

Our executive compensation program emphasizes incentive-based and variable pay that aligns compensation with performance and shareholder value. For our NEOs, the mix of compensation components is heavily weighted toward variable, performance-based compensation. Our CEO’s compensation, in particular, has a greater emphasis on variable compensation than that of other NEOs in recognition that his actions have a greater influence on the performance of the Company. In 2017, the total target direct compensation of our NEOs was as follows:

CEO		All Other NEOs
90% variable and at risk, with 16% in the form of cash bonus opportunity and 74% in share-based incentives		78% variable and at risk, with 19% in the form of cash bonus opportunity and 59% in share-based incentives

The Decision-Making Process

Our executive compensation program is overseen by the Compensation Committee, which works closely with its independent consultant to examine the effectiveness of the program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which can be found on our website under the “Investor Relations” tab at www.LyondellBasell.com.

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The Role of the Compensation Committee

The Compensation Committee, comprised solely of independent directors, is responsible for determining the compensation for our NEOs and designing our executive compensation program. The Committee annually reviews and considers a comprehensive analysis and assessment of the executive compensation program, including the elements of each executive’s compensation, with input from the Committee’s independent compensation consultant. See “—The Role of the Independent Compensation Consultant” below. The Committee also receives input from the HSE&O Committee regarding payout for annual HSE performance and from Mr. Patel on the performance of other executives and the overall compensation program design. The members of the Board review and provide input on the decisions made by the Compensation Committee relating to the compensation of our executive officers.

The Role of the CEO

Each year, Mr. Patel presents the Compensation Committee with recommendations regarding each component of compensation for each of the other NEOs. These recommendations are based on his assessment of each executive’s performance, the performance of their applicable business unit or function, benchmark information, and retention risk. The Committee reviews Mr. Patel’s recommendations and makes adjustments as it deems appropriate. Mr. Patel does not have any role in the Committee’s determination of his own compensation.

The Role of the Independent Compensation Consultant

In 2017, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant to provide advice in executive compensation matters. As required by rules adopted by the SEC, the Committee engaged Pearl Meyer after assessing the firm’s independence and determined that the engagement of Pearl Meyer did not raise any conflict of interest or other concerns.

The services provided by Pearl Meyer generally include advising on our executive compensation program and evolving industry practices, providing market data and analysis regarding the competitiveness of our executive compensation program, and evaluating proposals. Additionally, the consultant may attend regularly-scheduled meetings and conference calls of the Compensation Committee throughout the year in connection with the review and discussion of executive compensation matters.

Competitive Positioning and Our Peer Group

Annually, the Compensation Committee reviews the total target direct compensation for each of our executive officers, which includes base salaries, target bonuses, and the grant date value of long-term incentive awards. The Committee aims to set our NEOs’ total target direct compensation and each individual element of executive compensation at approximately the median of our peer group companies, with consideration of relative market capitalization and complexity. A large portion of the total compensation opportunity for our NEOs is directly related to the achievement of financial and operational metrics that measure our performance in both absolute terms and relative to peers.

The Committee then sets each of the executives’ compensation targets for the current year. This generally involves establishing an annual bonus target and the value of long-term incentive awards as a percentage of base salary. Regular salary increases, if any, normally become effective on April 1 of the year. Mr. Patel’s 2017 salary increase was made effective from January 1, 2017 per his employment agreement with the Company. The Committee’s decisions are reviewed and ratified by the full Supervisory Board.

The Committee reviews publicly available financial and compensation information reported by our peer group companies and general survey data. Information about our peer group can be found below. The survey data

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referenced in this CD&A was collected from the 2017 Willis Towers Watson Executive Compensation Database and reflects a combination of general industry and chemical industry compensation for executives in companies with corporate or business unit revenues appropriate for each executive’s scope of responsibility.

The Committee reviews the peer group and survey data to determine the median compensation for each executive’s position. The median is used as a reference point for pay recommendations. Actual pay and targets vary from median based on the executive’s industry experience; experience in their role and at the Company; internal pay parity among our executives; and any other factors the Committee deems relevant.

The Compensation Committee conducts an annual review of the Company’s compensation peer group to determine if any changes are necessary. In choosing our peers, the Committee considers companies that operate in similar industries with comparable cost structures, business models, and global reach and seeks to include companies with similar revenue and market capitalization as the Company’s. Based on the review, changes were made to our peer group in 2017 to remove three companies (Air Products and Chemicals, Alcoa, and Praxair) with a financial size significantly smaller than that of the Company and add four companies (Andeavor, Cummins, Deere & Co., and Marathon Petroleum) whose industry affiliation and financial size make them a good fit. The revised peer group reported 2017 revenue that ranged from approximately $14 billion to $99 billion, with a median revenue of approximately $32 million as compared to the Company’s 2017 revenue of approximately $33 million.

The compensation peer group is used to gauge the competitiveness of our NEOs’ compensation and is also used more generally when the Committee reviews our executive program design, including the types of compensation awarded and the terms and conditions of compensation components.

2017 Executive Compensation Decisions in Detail

The compensation of our NEOs is reviewed and approved by the Compensation Committee during the first quarter of each year at a regularly scheduled meeting, generally held in February. Decisions are made based on performance in the prior year, other than with respect to PSUs, for which compensation decisions are made based on the Company’s performance over the relevant three-year period. 2017 compensation includes:

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The table below shows the base salaries for the NEOs in 2016 and the changes determined by the Compensation Committee in 2017. All changes were made at the February 2017 Compensation Committee meeting and effective April 1, 2017, other than the increase to Mr. Patel’s salary, which was effective from January 1, 2017 per his employment agreement with the Company. The Committee reviewed market data for each of the executives and considered internal pay parity when making its decisions. The Committee also considered prior work experience, additional responsibilities, performance in 2016, and time in the role.

The salary increases shown in the table above were in recognition of individual executive performance and intended to bring the NEOs’ base salaries more in line with those of the Company’s peer group and closer to the median of market data generally.

The Company’s annual bonus program, known as the Short-Term Incentive (“STI”) program, rewards participants for achieving the Company’s short-term objectives. Under the STI program, the Compensation Committee establishes a target bonus, set as a percentage of base salary, for each executive. In 2017, our NEOs’ target bonuses were as follows:

How much of the target bonus is earned depends on the Compensation Committee’s determination of Company performance under each component that goes into the STI calculation. We describe those components, the factors used in considering performance for each component, and the Committee’s determinations for the 2017 compensation year below.

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HSE Performance (20%) – The Committee considers the Company’s performance in personal safety, process safety, and environmental performance in comparison to prior years and industry peers. Payout at 141% of target was based on top decile industry performance; an injury rate that tracked even with, and a process safety incident rate that improved upon, 2016; and a record-low number of environmental incidents recorded.

Costs (20%) – The Committee considers the Company’s fixed costs as compared to its annual budget, industry benchmarks, economic conditions, and organizational improvements/initiatives. Payout at 110% of target recognized that the Company maintained its industry-leading cost structure in 2017, with adjusted fixed costs that rose only at the rate of wage inflation despite capacity additions at several plants in recent years.

Business Results (60%) – The Committee considers the Company’s EBITDA relative to budget assumptions, adjusted to account for the estimated impact of changes in market conditions for key products. Payout at 137% of target was based on 2017 EBITDA that significantly exceeded the Company’s adjusted budget for the year.

Each NEO’s individual modifier reflects his individual contribution to achieving successful Company performance, whether the individual met or exceeded expectations for his role, and any other significant factors during the year, such as special projects, challenges, or other performance issues.

The Committee’s evaluation of each NEO’s individual performance as used in determining his individual modifier is described below.

Bob Patel, Chief Executive Officer: Mr. Patel’s individual modifier of 1.4 reflects his leadership in 2017 and performance in achieving certain goals and objectives that were pre-established by the Compensation Committee and Supervisory Board in discussion with Mr. Patel in February 2017. These achievements include his dedication to delivering strong shareholder value, top decile HSE performance, and diligent fixed cost discipline. Mr. Patel also significantly advanced operational excellence throughout the organization, played a critical role in developing and executing the Company’s growth strategy, and focused on employee engagement.

Thomas Aebischer, Executive Vice President and Chief Financial Officer: Mr. Aebischer’s individual modifier of 1.0 is based on his overall contributions to the organization in 2017 and his achievements in the following areas: capital allocation strategy, the progress in development of our end-to-end business processes, and the optimization of our tax and treasury strategy and operations.

Dan Coombs, Executive Vice President – Global Manufacturing, Projects, Refining and Technology: Mr. Coombs’ individual modifier of 1.3 reflects his contributions to the organization in 2017 and his meeting or exceeding his individual goals, including laying the foundation to deliver the Company’s organic growth projects, improving turnaround capabilities, and implementing improvements for the reliability of our largest manufacturing sites.

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Jeff Kaplan, Executive Vice President and Chief Legal Officer: Mr. Kaplan’s individual modifier of 1.2 is based on his contributions to the organization in 2017 and his meeting or exceeding his individual goals, including streamlining the Company’s governance structure through implementation of a single Board, playing a key role in several commercial transactions, leading the Public Affairs functions which redesigned the corporate brand and corporate relations strategy, and successfully serving as interim Chief Human Resources Officer for eight months of the year.

Steve Doktycz, Senior Vice President – Strategic Planning and Transactions: Mr. Doktycz’s individual modifier of 1.4 is based on his contributions to the organization in 2017 and his meeting or exceeding his individual goals, including building the Strategic Planning and Transactions organization, introducing the M&A readiness assessment and framework, and delivering a robust pipeline of strategic options leading to the recently announced acquisition of A. Schulman.

2017 Grants of Awards

The long-term incentives granted to the NEOs in 2017 included PSUs, RSUs, and stock options. One-half of the total LTI award value for each executive officer is granted in the form of PSUs, with the remainder split evenly between RSUs and stock options.

The value of long-term incentive awards granted to the NEOs is determined as a percentage of base salary. This percentage is initially determined when each individual is hired or promoted into his position, based on such factors as market data, parity among the executives, and the individual’s experience. The Compensation Committee then reviews the target awards annually and recommends changes based on the executive’s time and experience in position, changes in job responsibilities, and market data. At the February 2017 Compensation Committee meeting, it was determined that each of Messrs. Patel, Aebischer, Coombs, and Kaplan would receive a change in LTI target value.

The new LTI targets as a percentage of base salary brought the executives’ long-term incentive opportunities more in line with market and closer to the medians of both our peer group and survey data.

Earned Percentage for PSUs with Performance Period Ended December 31, 2017

Each of our NEOs, other than Mr. Aebischer and Mr. Doktycz, received a PSU award in 2015 with a performance period that ended December 31, 2017. Mr. Aebischer and Mr. Doktycz were not employed by the Company in 2015. At its meeting in February 2018, the Compensation Committee reviewed the Company’s performance and determined that 120% of target had been earned under the PSUs based on the Company’s outperformance of its peers in chemical business ROA, a middle-of-the-pack three-year trend in that ROA, and continued cost control, while recognizing that the refining business continues to underperform relative to its peers. As described below, the performance for these PSU awards is based on return on assets as compared to peers and costs, as described below.

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Chemical Peers (90%) – The Committee reviews the performance of the Company’s chemicals business against its peers, which accounts for 90% of the relative ROA component of performance. In 2017, the Company’s chemicals business ROA outperformed that of its peers for the fourth consecutive year and the Company reported a 1% decrease in ROA over the three-year performance period, placing it mid-range compared to its peers which, on average, reported no change in ROA over the period. Several of the companies that reported stronger ROA trends than the Company are European producers, who continue to benefit from lower production costs relative to prior periods. The ROA ratio of two additional peers is positively impacted by lower relative 2014 positions.

Refining Peers (10%) – The Committee also reviews the performance of the Company’s refining business against its peers, which accounts for the remaining 10% of the relative ROA component. The Company’s refining business saw a 22% decrease in its ROA over the performance period, compared to an average 5% decline for its peer companies. This performance relative to peers is mitigated partially by the fact that peer refiners benefitted from access to advantaged mid-continent crude from 2011 to 2015, although this advantage has dissipated in more recent years.

The companies that are used as comparators in determining the Company’s relative ROA performance for PSU measures are shown below. These companies were chosen for relative performance comparisons based on their similarity of operations, geography, and size to the Company’s operations. The chemical companies are the same as used in prior years for relative performance comparisons under our PSUs. Our refining peer group was revised since the prior year to remove Western Refining, following its acquisition by Tesoro (renamed Andeavor) in June 2017, and ALON USA Energy, following its acquisition by Delek.

The Committee considers the Company’s success in maintaining fixed costs over the performance period. In 2017, the Committee noted that the Company maintains a leading cost position relative to its peers and that the Company’s adjusted fixed costs have risen only at the rate of inflation over the three-year performance period, despite capacity additions at several plants in recent years. The cost component of the PSU payout determination is calculated based on the average of the STI cost results for the three prior years, which were 130%, 100%, and 110% for 2015, 2016, and 2017, respectively.

Additional Information Concerning Executive Compensation

The Company’s Share Ownership Guidelines require executives to achieve an ownership of Company shares that is valued at a percentage of their base salary. No shares may be sold 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, shares beneficially owned and RSUs (net of shares to be withheld in payment of taxes at an assumed rate of 50%) count towards meeting the ownership thresholds.

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The number of shares held by each of our NEOs as a multiple of base salary as of January 15, 2018, the date as of which annual compliance with our Share Ownership Guidelines is determined, is set forth below:

To the extent permitted by law, if it is determined that an executive engaged in misconduct that increased the value of the compensation he or she received, the Company will recover any compensation, in whole or in part, that the Compensation Committee deems appropriate under the circumstances.

All of our executive officers, including the NEOs, are subject to our Policy Prohibiting Insider Trading. Under this policy, executives may not purchase or sell options on LyondellBasell shares, engage in short sales, or participate in any other derivative transactions that would result in hedging the economic risk of their share ownership. Additionally, our executives are prohibited from pledging LyondellBasell shares as collateral for personal loans or other obligations.

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:

From time to time, the Company provides other benefits to our executives that are intended for business purposes, including tax equalization payments and the payment of business club memberships or dues. The tax equalization payments are designed to make executives whole if they incur income tax in jurisdictions other than their country and/or state of residence. For example, executives may travel to other jurisdictions on Company business and may be taxed based on days worked in those jurisdictions. If, and only to the extent, those additional taxes cannot otherwise be offset against the executive’s regular income tax liability (such as in the form of credits), the Company will reimburse the executive in an amount sufficient to make his tax liability equal to the full income tax for his jurisdiction of residence only.

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For 2017 and prior fiscal years, section 162(m) of the U.S. Internal Revenue Code limited the deductibility of non-performance based compensation paid to certain executives, including our CEO and our three other most highly compensated officers (other than our CFO), to $1 million annually. We took this limitation, among other factors, into consideration in structuring our annual bonuses and long-term incentive awards (other than our RSUs) so that they would qualify for the exception to this limitation for performance-based compensation and these amounts would be fully deductible for income tax purposes. To maintain flexibility and our ability to pay competitive compensation, we did not require that all compensation be deductible.

The U.S. tax reform legislation that become law at the end of 2017 made significant changes to section 162(m), including expanding the group of executives subject to the $1 million deduction limit and eliminating the performance-based compensation exception to that limit. Beginning in 2018, our CFO will be subject to the deduction limit, and any executive who is subject to section 162(m) in fiscal 2017 or later years will remain subject to 162(m) as long as he or she is employed by the Company.

Although it has in the past provided the advantage of deductibility, the performance-based compensation we provide to our executives is primarily intended to align their interests with those of our shareholders. Therefore, we do not plan on making any immediate changes to the compensation package we provide executives. We will continue to monitor taxation, applicable incentives, standard practice in our industry, and other factors and adjust our executive compensation programs as needed. Certain limitations included in our plans, as described in our prior proxy statements and approved by our shareholders, may cease to be relevant due to the elimination of the performance-based compensation exception, and we may revise our plans accordingly.

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Compensation Tables

Summary Compensation Table

(1) Stock awards granted to NEOs in 2017 include RSUs and PSUs. The RSUs are granted under the LyondellBasell Long Term Incentive Plan (the “LTIP”) and entitle the recipient to an equal number of shares upon vesting. Vesting occurs on the third anniversary of the date of grant. RSUs receive dividend equivalents at the same time dividends are paid on the Company’s stock. Amounts included in the table are the aggregate grant date fair values of the awards calculated in accordance with ASC 718. The PSUs are also granted under the LTIP. The PSUs entitle the recipient to a number of shares equal to the number of units, multiplied by an earned percentage that can range from 0 to 200% of the targeted number of units based on Company performance. The PSUs accrue dividend equivalents during the performance period in the form of additional units. See Note 16 to the Company’s Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 Annual Report”) for a discussion of the calculation of the fair value of the awards.

Annual grants of these awards are made at the first regularly scheduled Compensation Committee meeting of the calendar year.

The following shows the aggregate grant date fair value of the PSUs granted in 2017 if we assumed the maximum amounts (200% of target) will be earned.

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(2) Stock options are also granted under the LTIP and annual awards are made at the first regularly scheduled meeting of the Compensation Committee. The stock options vest ratably over a three-year period beginning with the first anniversary of the date of grant and expire after ten years. The amounts of the stock option awards are the fair value on the date of grant, calculated in accordance with ASC 718. The fair values of stock options were estimated using the Black-Scholes option-pricing model. We use the Black-Scholes formula to calculate an assumed value of the options for compensation expense purposes; because the formula uses assumptions, the fair values calculated are not necessarily indicative of the actual values of the stock options.

The assumptions used for the annual grants to all of the executives were: a dividend yield of 4%; a risk-free interest rate of 2.0965%; an expected life of 6 years; and a stock price volatility of 35.12%. See Note 16 to the Company’s Consolidated Financial Statements in our 2017 Annual Report for a discussion of the calculation of the fair value of the awards.

(3) Amounts of Non-Equity Incentive Plan Compensation in 2017 are the annual bonuses paid out in March 2018 for performance during 2017.

(4) Amounts include increases during 2017 in the actuarial present values of benefits under the LyondellBasell Retirement Plan. The increases are calculated based on the difference between the total benefit actuarially reduced from age 65 to current age and the present value of the benefits under the plan. See the “Pension Benefits” table on page 53 for more information.

(5) Amounts included in “All Other Compensation” for 2017 in the table above include Company matching contributions to the Company’s defined contribution plans; employer contributions under the Company’s U.S. Senior Management Deferral Plan; executive physicals; payment of professional fees for tax filings; payment of business club membership and dues; financial planning allowances; and tax reimbursements and a gross-up payment on the reimbursement. SEC rules require separate quantification of any amounts that exceed the greater of $25,000 or 10% of the total amount of perquisites. The amounts required to be disclosed pursuant to this rule include employer contributions under the Deferral Plan in the following amounts: Mr. Patel, $135,036; Mr. Aebischer, $43,517; Mr. Coombs, $41,123; Mr. Kaplan, $30,411; and Mr. Doktycz $6,346. The amount of All Other Compensation for Mr. Patel also includes a tax reimbursement and gross-up on that reimbursement in an aggregate of $36,276 for Colorado and New York taxes that he owed for work performed in those states on behalf of the Company. As discussed under “Related Party Transactions and Indemnification” on page 21 above, Mr. Patel was reimbursed $177,042, on an after-tax basis, for the cost of settlements with the IRS.

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Grants of Plan-Based Awards