LyondellBasell Industries N : 2024 Annual Report 2025 Proxy Statement and 2024 Annual Report

Published: 2025-04-11 09:34:15 ET LYB

Sharpening our focus

2025 Annual General Meeting Proxy Statement

2024 Annual Report

2024 was a year of resilience and transformation for LYB.

Last year, we sharpened our focus on creating sustainable value, successfully navigating a global down cycle amid prolonged volatile market conditions by executing our strategy. Our portfolio transformation continued in earnest, with key initiatives underway to strengthen and upgrade our core businesses. In addition, we continued building our Circular and Low Carbon Solutions (CLCS) business, while maintaining our culture of excellent customer service and best-in-class safety performance.

Thanks to our strong cash generation and disciplined capital allocation strategy, we have a robust, investment-grade balance sheet. 2024 was our 14th consecutive year of dividend growth, and we returned approximately $1.9 billion to shareholders through dividends and share repurchases, underscoring our commitment to returning value to shareholders. Despite the difficult business environment, we fully funded all capital expenditures and shareholder returns with cash from operations.

I am pleased to share with you select highlights from our achievements in 2024. Our efforts prime LYB for long-term success, as we continue to evolve our portfolio in line with our strategic direction.

Growing and upgrading the core

The first pillar of our long-term strategy is to grow and upgrade our core by investing in businesses where LYB holds a competitive advantage. This approach includes prioritizing growth around our advanced technologies and strengthening our presence in select geographies. In 2024, we focused on optimizing our portfolio, reallocating capital to higher-value opportunities and aligning our assets with our core. These actions enable us to pivot to high value opportunities and respond more effectively to changing market dynamics.

In May 2024, we completed the sale of our ethylene oxide and derivatives business in Texas, which allowed us to redirect working

"At LYB, we continue to sharpen our focus to achieve lasting value creation."

Peter Vanacker

Chief Executive Officer

capital to support reinvestment in the core. We also launched a strategic review to evaluate some of our European olefins, polyolefins, intermediates and derivatives assets in the context of our long-term strategy.

We expanded our core polypropylene business by acquiring

a 35 percent stake in National Petrochemical Industrial Company (NATPET), a propylene and polypropylene joint venture based in Saudi Arabia. NATPET leverages advanced LYB process technology and our global market positions, giving LYB access to advantaged feedstocks, high-growth regions and additional product marketing volumes.

We also continued to invest in our propylene oxide/tertiary butyl alcohol (PO/TBA) technology and business. In 2023, we brought our newest PO/TBA unit in Texas online and, on average, operated the asset in 2024 above our target operating rates. We believe our proprietary PO/TBA technology and assets will continue to position LYB to capture opportunities from demand growth.

In the first quarter of 2025, we exited the refining business. While winding down the business, we remained focused on safe and reliable operations, achieving strong safety results.

We continue to assess future options for the site to support our circularity and low carbon initiatives. Alternatives under consideration include building a second, commercial-scale chemical recycling unit with our proprietary MoReTec technology. Other options range from exploring the production of renewable and bio-based feedstocks, to supporting our growth in low-carbon feedstocks and products. As detailed below, we view the development and scalability of these options as central to our value-focused approach to capture lasting and sustainable growth.

Building a profitable CLCS business

The second pillar of our strategy is to build a profitable CLCS business by creating solutions to address demand for circular and low carbon products.

Our CLCS business is targeting one billion dollars of incremental EBITDA1 from 2 million metric tons of annual volumes2 by 2030. Despite the challenges in the chemical industry over the past year, we are making margin and volume progress toward our 2030 plan. Last year, LYB produced and marketed more than 200,000 metric tons of recycled and renewable-based polymers2. Since 2019, volumes of our recycled and renewable- based polymers have rapidly grown at a compound annual growth rate (CAGR) of 57 percent.

We continue to build this business through a disciplined, capital-efficient strategy that leverages our existing infrastructure and competitive advantages. These advantages include our leading technologies and valuable positions in growing markets with a global network of deep customer relationships. We are investing across the value chain to access advantaged circular and renewable feedstocks, process plastic waste, develop chemical recycling technologies, and produce and market recycled and renewable-based polymers.

Critical to our ambitions in the CLCS space is our proprietary MoReTec technology, a catalytic, chemical recycling process, which converts mixed plastic waste into raw materials to produce new polymers. This technology enhances our circular solutions portfolio and positions LYB for durable growth in a lower-carbon economy. In September 2024, we began construction of our first, commercial-scale MoReTec plant at our Wesseling, Germany site. Expected to start up in 2026, the unit is designed to recycle the amount of post-use plastics generated by 1.2 million German residents every year, and demonstrate the scalability of this technology.

LYB also took other steps to build out our CLCS business in 2024, including:

In parallel to these efforts, we furthered our commitment to being a leader in value creation from low carbon products, delivering solutions that advance our customers' climate ambitions and reduce greenhouse gas (GHG) emissions from our global operations and value chain compared to fossil-based alternatives.

In 2024, we secured power purchase agreements (PPAs) with an aggregate generation capacity that will enable us to meet our goal of procuring at least 50 percent of our electricity from renewable sources by 2030 3. Our approach to PPAs balances fixed and floating price structures to mitigate risks associated with energy price volatility and supply uncertainties. Additionally, this helps us improve operational resiliency and supports our value-creating sustainability ambitions tied to low carbon products and GHG-emission reduction.

Stepping up performance and culture

The third pillar of our strategy is to step up our performance and culture. Integral to this pillar are our LYB workforce competencies, which provide a framework for how we behave day to day and allow LYB to achieve our strategic goals and advance our culture. Across the enterprise, we see our culture transforming through initiatives like the Value Enhancement Program (VEP) and our focus on embedding equity and promoting inclusion.

VEP is a company-wide program that empowers employees to harness their expertise to identify opportunities for continuous value creation and implement solutions from the bottom up. These initiatives make LYB more nimble and competitive by fostering an inclusive culture of lasting improvement and collaboration. In 2024, VEP delivered a year-end run rate of more than $800 million of recurring, annual EBITDA improvement 1.

Other attributes of our culture, including our best-in-class safety practices, customer focus and ability to innovate, are essential strengths and will remain a top priority for us. We are also committed to championing our global workforce,

including attracting, retaining and developing our talent. In fact, 74 percent of our senior-leader openings were filled with internal talent in 2024, and our employee turnover rate decreased by about 3 percentage points since 2022.

In concert with our Board of Directors, our management takes an intentional approach to succession planning, including for members of our executive committee. In the last quarter of 2024, we announced that Agustin Izquierdo would succeed Michael McMurray as our Chief Financial Officer, effective March 2025. Agustin previously served as our Senior Vice President, Olefins & Polyolefins Americas & Refining, and I am confident he will provide strong leadership to our finance organization.

Looking ahead

Our 2024 achievements demonstrate our continuing commitment to durable, sustainable value creation and reflect the hard work of our global team. In recognition of our progress across the company's three strategic pillars, LYB received top marks from industry benchmarks in 2024. We ranked first among plastics producers in Bloomberg NEF's 2024 circular economy company rankings and retained our leading AA ESG rating by MSCI. These achievements further distinguish LYB as an industry leader in aligning sustainability with shareholder value.

Looking ahead, the Board of Directors and I are confident LYB is well positioned to deliver on our enterprise objectives and reward shareholders with generous returns. During 2025, we expect to unlock additional value by continuing to execute our strategy and strengthening our core businesses. We anticipate incremental growth of the CLCS business, additional profitability from VEP, and transformation of our Advanced Polymer Solutions business.

At LYB, we continue to sharpen our focus to achieve lasting value creation, and I look forward to updating you on our strategy and performance as the new year unfolds.

Peter Vanacker

iii

2024

highlights1

$1.4 B

Net Income

$2.1 B

Net Income excluding identified items

Focused on shareholder returns

Our capital allocation strategy prioritizes the return of capital through a strong and sustainable dividend while investing in reliable operations and disciplined growth supported by an investment-grade balance sheet.

Dividend

USD per share

Approx. 5.8% CAGR

$1.9 B

returned to

shareholders

$4.15

Diluted EPS

$6.40

Diluted EPS excluding identified items

$4.20$4.44

$5.20

$4.94

$5.27

$4.70

$3.5 B

EBITDA

$4.3 B

EBITDA excluding identified items

$3.8 B

Cash from operating activities

$1.9 B

Dividends and share repurchases

See Appendix A of the 2025 Proxy Statement for information about our non-GAAP financial measures and discussion of the Company's use of these measures including EBITDA and EBITDA, diluted earnings per share, and net income excluding identified items.

2020

2021

2022

2023

2024

Regular dividend

Special dividend

Value Enhancement Program

Targeting at least $1 B in recurring annual EBITDA2 by year end 2025 through an evergreen culture shift empowering employees to pursue value creation via select, bottom-up iniatives.

$800+

year-end recurring

annual EBITDA2

Circular and low carbon solutions growth

Strong volume growth in 2024 despite challenging environment

LYB recycled and renewable-based polymers1

(thousand metric tons)

+57%

CAGR

123203

2019

2021

2023

2024

1. Production and marketing includes: (i) joint venture production marketed by LYB plus our pro rata share of the remaining production produced and marketed by the joint venture, and (ii) production via third-party tolling arrangements.

Pursuing sustainable growth with our MoReTec technology

In 2024, we began construction of our first, commercial- scale catalytic chemical recycling unit in Europe. Located at our Wesseling site in Germany, MoReTec-1

is integral to our Cologne-area CLCS hub, together with upstream investments in waste sorting and our existing olefins and polyolefins assets. MoReTec-1, a first-of-its- kind, commercial-scale chemical recycling plant, will use our proprietary MoReTec technology to convert post-consumer plastic waste into circular feedstock for the production of new polymers. The circular feedstock is a replacement for fossil-based feedstock.

Acquired

mechanical

recycling assets in

California

Acquired solvent- based recycling technologies and assets for low density polyethylene in Germany

50%

lower carbon

footprint2

50 kt

annual capacity

Board of Directors

Executive Committee

Effective as of March 1, 2025.

Jacques Aigrain

Lincoln Benet

Robin W. T. Buchanan

Chair of Board, Audit Committee,

Finance Committee, Nominating and

Health, Safety, Environmental &

Finance Committee, Nominating and

Governance Committee

Sustainability Committee, Nominating

Governance Committee

and Governance Committee

Anthony R. Chase

Robert W. Dudley

Claire S. Farley

Audit Committee, Compensation and

Health, Safety, Environmental &

Audit Committee, Nominating and

Talent Development Committee

Sustainability Committee, Finance

Governance Committee

Committee

Rita Griffin

Michael S. Hanley

Virginia A. Kamsky

Compensation and Talent

Audit Committee, Finance Committee

Compensation and Talent

Development Committee, Health,

Safety, Environmental & Sustainability

Committee

Bridget Karlin

Albert J. Manifold

Peter Vanacker

Audit Committee, Finance Committee,

Compensation and Talent

Chief Executive Officer

Nominating and Governance

Development Committee, Health,

Committee

Safety, Environmental & Sustainability

Committee

Peter Vanacker

Chief Executive Officer

Kimberly Foley

Executive Vice President,

Global Olefins & Polyolefins (O&P) and

Refining

Jeffrey Kaplan

Executive Vice President and General Counsel

James Seward

Executive Vice President and Chief Innovation Officer

Tracey Campbell

Executive Vice President, Sustainability and Corporate Affairs

Dale Friedrichs

Executive Vice President, Operational Excellence and HSE

Aaron Ledet

Executive Vice President,

Intermediates and Derivatives (I&D)

and Supply Chain

Yvonne van der Laan

Executive Vice President, Circular and Low Carbon Solutions

Trisha Conley

Executive Vice President, People and Culture

Agustin Izquierdo

Executive Vice President and Chief Financial Officer

Torkel Rhenman

Executive Vice President, Advanced Polymer Solutions

Note: Committee assignments in magenta denote chairperson.

2025

Annual General Meeting of Shareholders Proxy Statement

Chair Letter

April 11, 2025

Dear fellow shareholders,

On behalf of the Board of Directors of LyondellBasell Industries N.V. ("LYB" or the "Company"), I am pleased to present our 2025 proxy statement.

SHARPENING OUR FOCUS

In 2024, we made significant strides on our transformation journey despite challenging market conditions. Our strategy helped sharpen our focus and guide LYB through volatile market cycles, balancing short-term priorities with long-term value creation. We generated $3.8 billion in cash from operating activities and returned $1.9 billion to our shareholders through dividends and share repurchases, marking our fourteenth consecutive year of annual dividend growth.

GROWING AND UPGRADING THE CORE

We continue to focus on investing in and developing our core businesses and competitively advantaged technologies that offer high returns and build on our strengths. Our cost discipline and strategic approach to portfolio management allowed us to monetize divestitures, free up working capital, and reduce capital expenditures to support reinvestment in our core businesses. Last year, we closed the divestiture of our ethylene oxide and derivatives business, completed the acquisition of our new propylene and polypropylene joint venture in Saudi Arabia, and launched a strategic review of our European assets.

INVESTING IN TOMORROW

We continue to pursue our climate and circularity ambitions. In 2024, we secured power purchase agreements (PPAs) with an aggregate generation capacity that will enable us to meet our 2030 goal of procuring at least 50 percent of our electricity from renewable sources, based on 2020 procured levels. We also made significant progress on our goal to build a profitable Circular and Low Carbon Solutions (CLCS) business. In 2024, we acquired mechanical recycling assets in Southern California, formed a plastics recycling joint venture in Southern China, and celebrated the important milestone of laying the foundation for our first catalytic chemical recycling plant in Wesseling, Germany.

CHAMPIONING PEOPLE

All our achievements reflect the hard work of our employees, who are at the heart of everything we do. We remain committed to GoalZERO, our company-wide safety culture that aims to achieve zero injuries, zero incidents, and zero accidents across all operations. In 2024, we maintained our track record of strong safety performance, with a total recordable incident rate of 0.127 and a process safety incident rate of 0.021. Seventy of our manufacturing sites achieved GoalZero, and seventy-two manufacturing sites were injury-free. We also advanced our employee engagement efforts through our eight global employee networks, including two new networks, Sustainability and Veterans, added in 2024.

BOARD AND LEADERSHIP

In May 2024, we welcomed Bridget Karlin to our Board, bringing extensive experience in enterprise-wide digital technology to our Board. In November 2024, we announced the promotion of Agustin Izquierdo to CFO effective March 2025, succeeding Michael McMurray. We are grateful for Michael's significant contributions to LYB over the past five years.

SHAREHOLDER VOTING

Our Board, which I am proud to chair, continues to serve LYB and our shareholders through strong oversight, strategic guidance, and commitment to our values. Your vote is important, and we encourage you to read the attached proxy statement and cast your vote as soon as possible to ensure your shares are represented at the meeting. Thank you for your investment in LYB.

JACQUES AIGRAIN

Chair of the Board

$3.8B

CASH FROM

OPERATING

ACTIVITIES

$1.9B

RETURNED TO SHAREHOLDERS

2025 Proxy Statement

LyondellBasell 1

About LyondellBasell

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

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

Our Purpose

Creating solutions for everyday sustainable living

Our Values

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

We champion people

We put people at the heart of everything we do by fostering a positive culture, adopting a customer-centric lens, and being safety-minded.

We strive for excellence

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

We shape the future

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

Our Commitments

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

Sustainability-focused innovation

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

Outside-in perspective

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

Ever-better performance

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

Impactful collaboration

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

2024 Company Snapshot

100+

~6,200

~20,300

countries where our

countries with manufacturing

patents and patent

employees globally

products are sold

sites and joint ventures

applications worldwide

largest producer of

polyethylene (PE) and

oxyfuels worldwide

PP worldwide

propylene oxide (PO)

polypropylene (PP) in Europe

worldwide

LyondellBasell

2025 Proxy Statement

Notice of and Agenda for 2025

Annual General Meeting of Shareholders

MEETING INFORMATION

FRIDAY, MAY 23, 2025

HILTON HOTEL

8:00 a.m. Local Time

Schiphol Airport, Schiphol Blvd. 701

1118 BN Schiphol, the Netherlands

ITEMS OF BUSINESS

1. Elect our Board of Directors;

2. Discharge our directors from liability in connection with the exercise of their duties during 2024; 3. Adopt our 2024 Dutch statutory annual accounts;

4. Appoint the external auditor for our 2025 Dutch statutory annual accounts;

5. Ratify the appointment of our independent registered public accounting firm; 6. Provide an advisory vote on our executive compensation (say-on-pay);

7. Authorize the repurchase of up to 10% of our issued share capital; and

8. Approve the cancellation of all or a portion of the shares held in our treasury account.

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

By order of the Board,

CHARITY R. KOHL

Corporate Secretary

April 11, 2025

HOW TO VOTE

Your vote is important. You are eligible to vote if you are a shareholder of record at the close of business on April 25, 2025.

ONLINE

BY MOBILE DEVICE

BY PHONE

BY MAIL

IN PERSON

Visit the website

Scan this QR code to vote

Call the telephone number

Sign, date and return

Attend the annual meeting

on your proxy card

with your mobile device

on your proxy card

your proxy card in the

in person. See page 88

enclosed envelope

If you are a registered shareholder, you may vote online at www.proxyvote.com, by telephone, or by mailing a proxy card. If you hold your shares through a bank, broker, or other institution, you may vote your shares through the method specified on the voting instruction form provided to you. You may also attend the annual general meeting in person. If you intend to attend the meeting, notice must be given to the Company on or before May 16, 2025. See page 88 for more information.

Important Notice Regarding Availability of Proxy Materials for the 2025 Annual General Meeting

This proxy statement and our 2024 annual report to shareholders are available on our website at Investors.LyondellBasell.com by clicking "Financials," then "Annual Reports." This proxy statement is first being mailed and delivered electronically to shareholders on or about April 11, 2025. If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please see page 89 for instructions. This approach can provide information to you more conveniently, while reducing the environmental impact of our annual general meeting and helping to reduce our distribution costs.

2025 Proxy Statement

LyondellBasell 3

Disclaimer

LyondellBasell Industries NV published this content on April 11, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 11, 2025 at 13:33 UTC.