Exhibit 1.1

LYB INTERNATIONAL FINANCE III, LLC

$750,000,000 5.500% Guaranteed Notes due 2034

Fully and Unconditionally Guaranteed by LyondellBasell Industries N.V.

UNDERWRITING AGREEMENT

February 26, 2024

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, New York 10020

As Representatives of the several Underwriters listed in Schedule A

Ladies and Gentlemen:

This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”

For purposes of this Agreement:

“430B Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f).

“430C Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.

“Act” means the Securities Act of 1933, as amended.

“Applicable Time” means 3:45 P.M. (New York time) on the date of this Agreement.

“Closing Date” has the meaning defined in Section ‎3 hereof.

“Commission” means the U.S. Securities and Exchange Commission.

“Effective Time” of the Registration Statement relating to the Securities means the time of the first contract of sale for the Securities.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Final Prospectus” means the Statutory Prospectus that discloses the offering price, other 430B Information and other final terms of the Securities and otherwise satisfies Section 10(a) of the Act.

“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Act, relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Act.

“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

“Rules and Regulations” means the rules and regulations of the Commission.

“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange and the NASDAQ Stock Market.

“Statutory Prospectus” with reference to any particular time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including all 430B Information and all 430C Information with respect to the Registration Statement. For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual time that the form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.

Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

The Issuer will deliver the Notes through the facilities of DTC to or as instructed by the Representatives for the accounts of the several Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to the account specified by the Company at 10:00 A.M., New York time, on February 28, 2024, or at such other date or time as shall be determined by agreement among the Representatives, the Company and the Issuer, such date and time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of all the Securities sold pursuant to the offering. On the Closing Date, the Company will deliver to the Trustee, as nominee for DTC, one or more global securities for the Notes, in definitive form registered in the name of Cede & Co., as nominee of the DTC, through the office of Davis Polk & Wardwell LLP, at 450 Lexington Avenue, New York, New York 10017.

If any condition specified in this Section ‎7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company and the Issuer at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections ‎5(j), ‎8 and ‎9 hereof shall at all times be effective and shall survive such termination.

The Company and the Issuer will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in this Section ‎9, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in this Section ‎9 with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section ‎9(e); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under this Section ‎9 for purposes of indemnification.

The Company, the Issuer and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section ‎9(e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section ‎9(e).

Notwithstanding the provisions of this Section ‎9(e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section ‎9(e) are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this Section ‎9(e), each director, officer, selling agent and employee of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Act and the Exchange Act shall have the same rights to contribution as such Underwriter, and each director and officer of the Company or the Issuer, and each person, if any, who controls the Company or the Issuer within the meaning of the Act and the Exchange Act, shall have the same rights to contribution as the Company and the Issuer.

If to the Underwriters:

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Attention: General Counsel
Fax: (646) 291-1469

Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 Attention: Debt Capital Markets Email: legalnotices@mizuhogroup.com Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: Michael Kaplan

with a copy to:

Facsimile: (212) 701-5111

If to the Company or the Issuer:

LyondellBasell Industries N.V.
4th Floor, One Vine Street
London W1J OAH
United Kingdom

Attention: Treasury Operations US

Email: TreasuryOperationsUS@lyondellbasell.com

and

c/o LYB International Finance III, LLC

Lyondell Chemical Company
1221 McKinney Street
Suite 300
Houston, Texas 77010
Attention: Treasury Operations US

with a copy to:

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000
Houston, Texas 77002
Attention: Hillary H. Holmes
E-mail: HHolmes@gibsondunn.com

Any party hereto may change the address, email or facsimile number for receipt of communications by giving written notice to the others.

Each of the Company and the Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or the Issuer may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty with respect to transactions contemplated by this Agreement.

[Signature Pages Follow]

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Issuer the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

[Signature Page to Underwriting Agreement]

The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.

[Signature Page to Underwriting Agreement]

The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.

[Signature Page to Underwriting Agreement]

SCHEDULE A

SCHEDULE B

“General Use Issuer Free Writing Prospectus” includes each of the following documents:

Pricing Term Sheet dated February 26, 2024.

None.

SCHEDULE C-1

Form of Opinion of De Brauw Blackstone Westbroek N.V.

Dutch Counsel to the Guarantor and the Issuer

SCHEDULE C-2

Form of Opinion of Gibson, Dunn & Crutcher LLP

U.S. Counsel and U.S. Tax Counsel to the Company

1.            The Company is a validly existing limited liability company in good standing under the laws of the State of Delaware.

2.            The Company has all requisite limited liability company power to execute and deliver the Note Documents and to perform its obligations thereunder.

3.            The execution and delivery by the Company of the Note Documents and the performance of its obligations thereunder have been duly authorized by all necessary limited liability company action. Each of the Note Documents (other than the Notes) has been duly executed and delivered by the Company.

4.            The Indenture constitutes a legal, valid and binding obligation of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms.

5.            The Notes, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

6.            When the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, the Guarantee set forth in the Indenture will be a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

7.            The execution and delivery by the Company and the Guarantor of the Note Documents to which it is a party, the performance of its obligations thereunder, and the issuance by the Company and the Guarantor of the Notes and the Guarantee to the Underwriters pursuant to the Underwriting Agreement:

(i)            do not and will not violate the certificate of formation or limited liability company agreement of the Company;

(ii)           do not and will not, based solely upon review of such agreements, result in a breach of or default under the agreements listed on Annex A by the Company or the Guarantor; and

(iii)          do not and will not (A) violate, or require any filing with or approval of any governmental authority or regulatory body of the State of New York or the United States of America under, any law, rule or regulation of the State of New York or the United States of America applicable to the Company that, in our experience, is generally applicable to transactions in the nature of those contemplated by the Underwriting Agreement, (B) violate, or require any filing with or approval of any governmental authority or regulatory body of the State of Delaware under, the Delaware Limited Liability Company Act or (C) require any filing with or approval of any governmental authority or regulatory body of the United States of America under the Securities Act or the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), except for such filings or approvals as already have been made or obtained.

8.            Insofar as the statements in the General Disclosure Package and the Prospectus under the captions “Description of Debt Securities” and “Description of the Notes” purport to describe specific provisions of the Notes or the other Specified Note Documents, such statements present in all material respects an accurate summary of such provisions.

9.            To the extent that the statements in the General Disclosure Package and the Prospectus under the caption “Tax Consequences—Certain U.S. Federal Income Tax Considerations” purport to describe specific provisions of the Internal Revenue Code of 1986, as amended, or the rules and regulations thereunder, such statements present in all material respects an accurate summary of such provisions.

10.           The Company is not and, after giving effect to the sale of the Notes and the use of proceeds therefrom as described in the General Disclosure Package and the Prospectus, will not be an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). For purposes of this paragraph 10, the term “investment company” has the meanings ascribed to such term in the Investment Company Act.

SCHEDULE C-3

Form of Negative Assurance Letter of Gibson, Dunn & Crutcher LLP

U.S. Counsel and U.S. Tax Counsel to the Company

Based solely on the representations and warranties of the Company contained in the Underwriting Agreement as to factual matters, we are of the view that the Registration Statement is effective under the Securities Act and that the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. To our knowledge, based solely upon our review of the list of stop orders contained on the Commission’s website at http://www.sec.gov/litigation/stoporders.shtml at 8:00 a.m., Eastern time, on February 28, 2024, as of the time of such confirmation no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission.

We have participated in conferences with officers and other representatives of the Company, representatives of the independent auditors of the Company and your representatives and counsel at which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed. Because the purpose of our professional engagement was not to establish or confirm factual matters and because we did not independently undertake to verify the accuracy, completeness or fairness of the statements set forth in the Registration Statement, the General Disclosure Package or the Prospectus, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package or the Prospectus except insofar as such statements specifically relate to us or as specifically addressed in paragraphs 8 and 9 of our legal opinion addressed to you of even date herewith. Our identification of information as constituting the General Disclosure Package is for the limited purpose of making the statements set forth in this letter. We express no opinion or belief as to the conveyance of the General Disclosure Package or the Prospectus or the information contained therein to investors generally or to any particular investors at any particular time or in any particular manner.

On the basis of the foregoing, and except for (1) the financial statements and schedules and other information of an accounting or financial nature included or incorporated by reference therein and (2) the Statement of Eligibility on Form T-1 of the Trustee, as to all of which we express no opinion or belief, no facts have come to our attention that led us to believe: (a) that the Registration Statement, at the time it became effective, or the Prospectus, as of the date of the Final Prospectus Supplement, were not appropriately responsive in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder; or (b)(i) that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) that the General Disclosure Package, at the Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) that the Prospectus, as of its date or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SCHEDULE C-4

Form of LyondellBasell In-House Opinion

1.            Each of the Significant Subsidiaries organized under the laws of a U.S. jurisdiction is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate, limited liability company or limited partnership) under such laws to own its properties and conduct its business as described in the General Disclosure Package, the Final Prospectus and the documents incorporated by reference in each of them, and has been duly qualified for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not result in a Material Adverse Change; and all the outstanding shares of capital stock or other ownership interests of each such Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, and (except (i) any Liens permitted under the indentures, as amended or supplemented, dated as of:

(ii) as otherwise set forth in the General Disclosure Package, the Final Prospectus and the documents incorporated by reference in each of them) are owned, directly or indirectly by the Company, free and clear of all consensual liens, encumbrances, equities and similar claims.

2.            Other than as set forth or contemplated in the General Disclosure Package, the Final Prospectus and the documents incorporated by reference in each of them, to the best of my knowledge, there are no legal or governmental investigations, actions, suits or proceedings pending or threatened or contemplated against the Company or any of its subsidiaries or any of their respective properties or to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or its subsidiaries is or may be the subject which, if determined adversely to the Company or its subsidiaries, could individually or in the aggregate reasonably be expected to result in a Material Adverse Change.

3.            Except as disclosed in the General Disclosure Package and the Final Prospectus, to the best of my knowledge, there are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by the Underwriting Agreement, except for such rights as have been duly waived.

SCHEDULE C-5

Form of Opinion of Gibson, Dunn & Crutcher LLP

U.K. Tax Counsel to the Company

Subject to the assumptions contained in paragraph 3 of this opinion, the other matters set out in this opinion, and the qualification contained in paragraph 5 of this opinion, we are of the opinion that, as at today’s date, the summary in the Prospectus under the heading “Tax Consequences—Material U.K. Tax Considerations”, insofar as it summarises the provisions of certain tax laws of the United Kingdom and subject to any assumptions, limitations or qualifications contained therein, constitutes a fair and accurate summary in all material respects.

Exhibit A

Issuer Free Writing Prospectus, dated February 26, 2024

Filed Pursuant to Rule 433 under the Securities Act of 1933

Registration No. 333-261639

LYB International Finance III, LLC

$750,000,000 5.500% Guaranteed Notes due 2034

Pricing Term Sheet dated February 26, 2024

*A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC that are incorporated into the prospectus supplement for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the related prospectus supplement if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146 or Mizuho Securities USA LLC at 1-866-271-7403.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 Exhibit 4.3

LYB INTERNATIONAL FINANCE III, LLC

Officer’s Certificate

February 28, 2024

Reference is made to the Indenture, dated as of October 10, 2019 among LYB International Finance III, LLC, as issuer (the “Company”), LyondellBasell Industries N.V., as guarantor (the “Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of May 17, 2023 among the Company, the Guarantor, Computershare Trust Company, N.A., as base trustee (as successor-in-interest to Wells Fargo Bank, National Association), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (as so supplemented and modified, the “Indenture”). The Trustee is the trustee for the Notes issued under the Indenture. Pursuant to Section 2.01 of the Indenture, the undersigned officer does hereby certify, in connection with the issuance $750,000,000 aggregate principal amount of 5.500% Guaranteed Notes due 2034 (the “Notes”) that the terms of the Notes are as follows:

Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture or in the form of Notes attached hereto as Exhibit A.

Subject to the representations, warranties and covenants described in the Indenture, the Company shall be entitled, subject to authorization by the sole member of the Company and an Officer’s Certificate, to issue additional Notes of a series of Notes from time to time. Any such additional Notes shall have identical terms as the applicable series of Notes issued on the issue date, other than with respect to the date of issuance, the public offering price, the initial interest payment date, if applicable, and the payment of interest accruing prior to the issue date of such additional Notes (together the “Additional Notes”). Any Additional Notes will be issued in accordance with Section 2.01 of the Indenture.

Such officer has read and understands the provisions of the Indenture and the definitions relating thereto. The statements made in this Officer’s Certificate are based upon the examination of the provisions of the Indenture and upon the relevant books and records of the Company. In such officer’s opinion, he has made such examination or investigation as is necessary to enable such officer to express an informed opinion as to whether or not the covenants and conditions of such Indenture relating to the issuance and authentication of the Notes have been complied with. In such officer’s opinion, such covenants and conditions have been complied with.

[Signature Page Follows]

EXHIBIT A

FORM OF NOTE DUE 2033

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

CUSIP: 50249AAM5
ISIN: US50249AAM53

LYB International Finance III, LLC

GLOBAL NOTE
representing up to
$[                      ]
5.500% Guaranteed Notes due 2034

Fully and Unconditionally Guaranteed by

LyondellBasell Industries N.V.

LYB INTERNATIONAL FINANCE III, LLC, a Delaware limited liability company, promises to pay to Cede & Co., or its registered assigns, [                    ] ($[                 ]) or such greater or lesser principal sum as may be set forth on the Schedule of Increases or Decreases in Global Note attached hereto on March 1, 2034.

Interest Payment Dates: Semi-annually on March 1 and September 1, commencing on September 1, 2024

Record Dates: February 15 and August 15 immediately preceding the related interest payment date

Additional provisions of this Note are set forth on the other side of this Note.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

Dated:

Dated:

This is one of the Notes referred to in the within-mentioned Indenture:

Dated:

[Back of Note]

5.500% Guaranteed Notes due 2034

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.            LYB International Finance III, LLC, a Delaware limited liability company (the “Company”), promises to pay interest on the principal amount of this Note at 5.500% per annum from February 28, 2024 until maturity as set forth in the Indenture (as defined below). The Company will pay interest semi-annually in arrears on March 1 and September 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day without the accrual of interest for the intervening period (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date; provided that the first Interest Payment Date shall be September 1, 2024. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360 day year comprised of twelve 30-day months.

2.            Method of Payment. The Company will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on February 15 and August 15 (whether or not a Business Day), as the case may be, immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.15(b) of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.            Trustee; Paying Agent and Registrar. The Bank of New York Mellon Trust Company, N.A., will be the Trustee, Paying Agent and Registrar (the “Trustee”) under the Indenture with regard to the Notes.

4.            Guarantee. LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands (the “Guarantor”), unconditionally guarantees to the Holders from time to time of the Notes, upon the terms and subject to the conditions set forth in the Indenture, (a) the full and prompt payment of the principal of and any premium on this Note when and as the same shall become due, whether at the Stated Maturity thereof, by acceleration, redemption or otherwise, and (b) the full and prompt payment of any interest on and any Additional Amounts with respect to this Note when and as the same shall become due, subject in each case to any applicable grace period. The Guarantee constitutes a guarantee of payment and not of collection. In the event of a default in the payment of principal of or any premium on any Note when and as the same shall become due, whether at the Stated Maturity thereof, by acceleration, call for redemption or otherwise, or in the event of a default in any sinking fund payment, or in the event of a default in the payment of any interest on or any Additional Amounts with respect to any Note when and as the same shall become due, each of the Trustee and the Holder of such Note shall have the right to proceed first and directly against the Guarantor under the Indenture without first proceeding against the Company or exhausting any other remedies which the Trustee or such Holder may have and without resorting to any other security held by it.

5.            Indenture. The Company issued the Notes under an Indenture, dated as of October 10, 2019 (the “Base Indenture”), between the Company, the Guarantor and Wells Fargo Bank, National Association, as supplemented by the first supplemental Indenture dated as of May 17, 2023 among the Company, the Guarantor, Computershare Trust Company, N.A., as base trustee (as successor to Wells Fargo Bank, National Association) and the Trustee (the Base Indenture, as so supplemented, the “Indenture”). This Note represents a duly authorized issue of Notes of the Company designated as its 5.500% Guaranteed Notes due 2034 (the “Notes”). The Company shall be entitled to issue additional Notes pursuant to Section 2.01 of the Indenture. The Notes issued under the Indenture shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

6.            Optional Redemption.

(a)            Prior to the Par Call Date, the Notes will be redeemable and repayable, at the Company’s option, at any time in whole, or from time to time in part, at a price equal to the greater of:

(i)            (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to, but excluding, the Redemption Date; and

(ii)           100% of the principal amount of the Notes to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

On or after the Par Call Date, the Notes will be redeemable and repayable, at the Company’s option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption.

(b)            Notes called for redemption become due on the date fixed for redemption. Notices of redemption will be mailed or electronically delivered at least 10 but not more than 60 days before the Redemption Date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the Redemption Date, the redemption price or, if not ascertainable, the manner of determining the redemption price and the place(s) that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the Redemption Date. Notes called for redemption will be redeemed and repaid in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof. If less than all the Notes are redeemed at any time, the Trustee will select the Notes to be redeemed on a pro rata basis or by any other method in accordance with the procedures of DTC.

For purposes of determining the optional redemption price, the following definitions are applicable:

“Par Call Date” means December 1, 2033 (three months prior to the maturity date of the Notes).

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third business day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semiannual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

LYB International Finance III’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility to determine the redemption price.

7.            Redemption for Changes in Taxes. In accordance with Section 3.12 of the Indenture, the Company may redeem the Notes in whole but not in part at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Company for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof) under the circumstances set forth in Section 3.12 of the Indenture.

8.            Sinking Fund. The Company shall not be required to make sinking fund payments with respect to the Notes.

9.            Change of Control Offer. If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option to redeem the Notes as described in Section 6, each Holder shall have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth herein. In a Change of Control Offer, the Company will offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased (a “Change of Control Payment”), plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase, subject to the right of Holders of record on the applicable record date to receive interest due on the next Interest Payment Date.

Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice may, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

Upon the Change of Control Payment Date, the Company will, to the extent lawful:

(a)            accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

(b)            deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn; and

(c)            deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.

The Company will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

The Company will comply with the applicable requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

For purposes of this Section 10, the following terms will be applicable:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of the Guarantor’s Subsidiaries, taken as a whole, to any person, other than the Guarantor or one of its Subsidiaries; or (2) the Guarantor becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of acquisition, merger, amalgamation, consolidation, transfer, conveyance or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the voting stock of the Guarantor, other than by virtue of the imposition of a holding company, or the reincorporation of the Guarantor in another jurisdiction, so long as the beneficial owners of the voting stock of the Guarantor immediately prior to such transaction hold a majority of the voting power of the voting stock of such holding company or reincorporation entity immediately thereafter. Any disposition of a “disposed group” permitted pursuant to Section 5.01(b) of the Indenture will not constitute a Change of Control pursuant to clause (1) of the first sentence of this definition.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (2) of the definition of Change of Control above if (i) the Guarantor becomes a direct or indirect wholly owned Subsidiary of a holding company and (ii)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of the Guarantor’s voting stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company. The term “person,” as used in this definition of Change of Control, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.

These provisions relating to the Company’s obligation to make a Change of Control Offer may be waived or modified with the consent of the Holders of a majority in aggregate principal amount of the Notes.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Fitch” means Fitch Ratings, Inc. and its successors.

“investment grade rating” means a rating equal to or higher than BBB- (or the equivalent) or better by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Guarantor.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“rating agencies” means (1) each of Fitch, Moody’s and S&P and (2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Guarantor’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Guarantor (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.

“rating event” means the rating on the Notes is lowered by each of the three rating agencies and the Notes are rated below an investment grade rating by each of the three rating agencies, in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by either of the rating agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control or the Guarantor’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and its successors.

“voting stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

10.            Denominations, Transfer, Exchange. The Notes are in fully registered form only, without coupons, in denominations of $2,000 and integral multiples of $1,000. A holder shall register the transfer or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. The Registrar need not register the transfer or exchange of any Notes during a period beginning 15 days before the mailing of a redemption notice for any Notes or portions thereof selected for redemption.

11.            Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

12.            Amendment, Supplement and Waiver. The Indenture or the Notes may be amended or supplemented as provided in the Indenture.

13.            Defaults and Remedies. If an Event of Default with respect to any Securities of any series at the time outstanding (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or the Guarantor as specified in the Indenture) occurs and is continuing, the Trustee by notice to the Company and the Guarantor, or the Holders of at least 25% in principal amount of the then outstanding Securities of the series affected by such Event of Default (or, in the case of an Event of Default described in clause (4) of Section 6.01(a) of the Indenture, if outstanding Securities of other series are affected by such Event of Default, then at least 25% in principal amount of the then outstanding Securities of all such series so affected acting as one class) by notice to the Company, the Guarantor and the Trustee, may declare the principal of (or, if any such Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) and all accrued and unpaid interest on all then outstanding Securities of such series or of all series, as the case may be, to be due and payable. Upon any such declaration, the amounts due and payable on the Securities shall be due and payable immediately. If an Event of Default specified in clause (6) or (7) of Section 6.01(a) of the Indenture hereof occurs, such amounts shall ipso facto become and be immediately due and payable without any declaration, notice or other act on the part of the Trustee or any Holder of the Securities. The Holders of a majority in principal amount of the then outstanding Securities of the series affected by such Event of Default or all series so affected, as the case may be, by written notice to the Trustee may rescind an acceleration and its consequences (other than nonpayment of principal of or premium or interest on or any Additional Amounts with respect to the Securities) if (1) the rescission would not conflict with any judgment or decree, (2) all existing Events of Default with respect to Securities of that series (or of all series, as the case may be) have been cured or waived, except nonpayment of principal, premium, interest or any Additional Amounts that has become due solely because of the acceleration, and (3) the Trustee has been paid any amounts due to it for the compensation as may be agreed in writing by the parties from time to time, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 of the Indenture.

14.            Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual or electronic signature of the Trustee.

15.            GOVERNING LAW. THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

16.            CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company at the following address:

Until April 30, 2025:

LYB International Finance III, LLC
1221 McKinney Street
Suite 300
Houston, TX 77010
Attention: Treasury Operations US 

Email: TreasuryOperationsUS@lyondellbasell.com

From and after May 1, 2025:

LYB International Finance III, LLC
2800 Post Oak Boulevard 

Suite 5100 

Houston, Texas 77056 Attention: Treasury Operations US To assign this Note, fill in the form below:

Email: TreasuryOperationsUS@lyondellbasell.com

ASSIGNMENT FORM

(Insert assignee’s legal name)

 (Insert assignee’s Soc. Sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code) 

and irrevocably appoint _________________________________________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him.

*  Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 9 of the Note, check the box below:

[ ]

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 9 of the Note, state the amount you elect to have purchased:

$______________

*  Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Exhibit 5.1

February 28, 2024

LYB International Finance III, LLC

LyondellBasell Industries N.V.

c/o LyondellBasell Industries N.V.

4th Floor, One Vine Street

London W1J OAH

United Kingdom

Re:      LyondellBasell Industries N.V. and LYB International Finance III, LLC; Registration Statement on Form S-3 (File No. 333-261639)

Ladies and Gentlemen:

We have acted as counsel to LYB International Finance III, LLC, a Delaware limited liability company (the “Company”), and LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Guarantor”), in connection with the preparation and filing of the prospectus supplement, dated February 26, 2024, filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2024 pursuant to Rule 424(b) of the Securities Act (as defined below) (the “Prospectus Supplement”), and the offering and sale by the Company pursuant thereto of $750,000,000 aggregate principal amount of 5.500% Guaranteed Notes due 2034 (the “Notes”) pursuant to the Underwriting Agreement dated as of February 26, 2024 among the Company, the Guarantor and the Underwriters named therein.

The Notes are being issued pursuant to the Indenture, dated as of October 10, 2019 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated May 17, 2023, among the Company, the Guarantor, Computershare Trust Company, N.A., as base trustee (as successor to Wells Fargo Bank, National Association), and The Bank of New York Mellon Trust Company, N.A., as trustee, as further modified in respect of the Notes by the Officer’s Certificate pursuant to Section 2.01 of the Base Indenture dated as of February 28, 2024 (as so supplemented and modified, the “Indenture”), and are being guaranteed pursuant to the terms of the Indenture by the Guarantor (the “Guarantee”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, the Notes, the Guarantee and such other documents, corporate records, certificates of officers of the Company and the Guarantor and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Guarantor and others.

Abu Dhabi ● Beijing ● Brussels ● Century City ● Dallas ● Denver ● Dubai ● Frankfurt ● Hong Kong ● Houston ● London ● Los Angeles
Munich ● New York ● Orange County ● Palo Alto ● Paris ● Riyadh ● San Francisco ● Singapore ● Washington, D.C.

February 28, 2024

Page 2

We are not admitted or qualified to practice law in The Netherlands. Therefore, we have relied upon the opinions of De Brauw Blackstone Westbroek N.V., Dutch counsel for the Company and the Guarantor, filed as exhibits to the Guarantor’s Current Report on Form 8-K filed with the Commission on February 28, 2024, with respect to matters governed by the laws of The Netherlands.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Notes are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantee of the Notes is a legal, valid and binding obligation of the Guarantor obligated thereon, enforceable against the Guarantor in accordance with its terms.

The opinion expressed above is subject to the following additional exceptions, qualifications, limitations and assumptions:

A.            We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America and for purposes of our opinions above, the Delaware Limited Liability Company Act. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware Limited Liability Company Act as currently in effect and have made such inquiries as we consider necessary to render the opinions above. We have further assumed without independent investigation that the operating agreement of the Company constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; to the extent our opinions above are dependent on the interpretation of such agreement, they are based on the plain meaning of the provisions thereof in light of the Delaware Limited Liability Company Act. Without limitation, we do not express any opinion regarding any Delaware contract law. This opinion is limited to the effect of the current state of the laws of the State of New York and the United States of America and, to the limited extent set forth above, the laws of the State of Delaware, and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

February 28, 2024

Page 3

B.            The opinions above are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

C.            We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; (ii) any waiver (whether or not stated as such) under the Indenture, the Guarantee or the certificates evidencing the global Notes (collectively, the “Specified Note Documents”) of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Specified Note Documents of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any purported fraudulent transfer “savings” clause; (vi) any provision in any Specified Note Document waiving the right to object to venue in any court; (vii) any agreement to submit to the jurisdiction of any Federal court; (viii) any waiver of the right to jury trial; or (ix) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

We consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, which is deemed incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-261639), and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Exhibit 5.2

	Advocaten Notarissen Belastingadviseurs
To the Guarantor (as defined below)	Claude Debussylaan 80 P.O. Box 75084 1070 AB Amsterdam   T +31 20 577 1771 F +31 20 577 1775

LyondellBasell Industries N.V. (the "Guarantor")
USD 750,000,000 5.500% Guaranteed Notes due 2034 (the "Notes")

De Brauw Blackstone Westbroek N.V. ("De Brauw", "we", "us" and "our", as applicable) acts as Dutch legal adviser to the Guarantor in connection with the Notes and the Registration.

Certain terms used in this opinion are defined in the Annex (Definitions).

This opinion (including all terms used in it) is to be construed in accordance with Dutch law. It is limited to Dutch law and the law of the European Union, to the extent directly applicable in the Netherlands, in effect on the date of this opinion and accordingly, we do not express any opinion on other matters such as (i) matters of fact, (ii) the commercial and non-legal aspects of the transaction pursuant to the Agreements, and (iii) the correctness of any representation or warranty included in the Agreements. 

We have examined the following documents:

In addition, we have obtained the following confirmations on the date of this opinion:

in each case that the Guarantor is not registered as being subject to Insolvency Proceedings.

We have not examined any document, and do not express an opinion on, or on any reference to, any document other than the documents referred to in this paragraph 3. Our examination has been limited to the text of the documents and we have not investigated the meaning and effect of any document (or part of it) governed by a law other than Dutch law under that other law.

We have made the following assumptions:

and no rule of law (other than Dutch law) which under the 1978 Hague Convention on the Law applicable to Agency applies or may be applied to the existence and extent of the authority of any person authorised to sign any Agreement on behalf of the Guarantor under a Power of Attorney, adversely affects the existence and extent of that authority as expressed in that Power of Attorney.

Based on the documents and confirmations referred to and assumptions made in paragraphs 3 and 4 and subject to the qualifications in paragraph 6 and to any matters not disclosed to us, we are of the following opinion:

This opinion is subject to the following qualifications:

Annex – Definitions

Part 1 – General

In this opinion:

"Agreements" is defined in part 3 (Issue Documents) of this Annex.

"Base Indenture" is defined in part 3 (Issue Documents) of this Annex.

"Base Prospectus" is defined in part 3 (Issue Documents) of this Annex.

"Board Regulations" is defined in part 2 (Guarantor) of this Annex.

"BW" means the Civil Code (Burgerlijk Wetboek).

"Company Certificate" is defined in part 2 (Guarantor) of this Annex.

"Corporate Resolutions" is defined in part 2 (Guarantor) of this Annex.

"De Brauw" means De Brauw Blackstone Westbroek N.V. and "we", "us" and "our" are to be construed accordingly.

"Dutch law" means the law directly applicable in the Netherlands.

"eIDAS Regulation" means the Regulation (EU) 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing directive 1999/93/EC.

"Electronic Signature" means any electronic signature (elektronische handtekening), any advanced electronic signature (geavanceerde elektronische handtekening) and any qualified electronic signature (elektronische gekwalificeerde handtekening) within the meaning of Article 3 of the eIDAS Regulation and Article 3:15a BW.

"Guarantee" is defined in part 3 (Issue Documents) of this Annex.

"Guarantor" is defined in part 2 (Guarantor) of this Annex.

"Guarantor CEO Confirmation" is defined in part 2 (Guarantor) of this Annex.

"Indenture" is defined in part 3 (Issue Documents) of this Annex

"Insolvency Proceedings" means insolvency proceedings as defined in Article 2(4) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

"Issuer" means LYB International Finance III, LLC, with seat in Delaware, United States of America.

"Notes" means the USD 750,000,000 5.500% Guaranteed Notes due 2034.

"Offer Regulations" means:

"Officer's Certificate" is defined in part 3 (Issue Documents) of this Annex.

"Power of Attorney" is defined in part 2 (Guarantor) of this Annex.

"Prospectus" is defined in part 3 (Issue Documents) of this Annex.

"Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

"Prospectus Supplement" is defined in part 3 (Issue Documents) of this Annex.

"Registration" means the registration by the Issuer of the Notes with the SEC under the Securities Act.

"Registration Statement" is defined in part 3 (Issue Documents) of this Annex.

"Sanctions List" means each of:

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the U.S. Securities Act of 1933, as amended.

"the Netherlands" means the part of the Kingdom of the Netherlands located in Europe.

"Trade Register Extract" is defined in part 2 (Guarantor) of this Annex.

"Trustee" means The Bank of New York Mellon Trust Company, N.A.

"Trust Convention" means the 1985 Convention on the Law applicable to Trusts and their Recognition.

"Underwriters" means Citigroup Global Markets Inc. and Mizuho Securities USA LLC as representatives of the several underwriters listed in Schedule A of the Underwriting Agreement.

"Underwriting Agreement" is defined in part 3 (Issue Documents) of this Annex.

"Wft" means the Financial Markets Supervision Act (Wet op het financieel toezicht).

"2019 Power of Attorney" is defined in part 2 (Guarantor) of this Annex.

"2023 Power of Attorney" is defined in part 2 (Guarantor) of this Annex.

"2024 Trade Register Extract" is defined in part 2 (Guarantor) of this Annex.

Part 2 – Guarantor

In this opinion:

"Guarantor" means LyondellBasell Industries N.V., with seat in Rotterdam, Trade Register number 24473890, and in relation to it:

Part 3 – Issue Documents

In this opinion:

"Agreements" means the Indenture and the Underwriting Agreement.

"Base Indenture" means the indenture dated 10 October 2019 between the Issuer, the Guarantor and the Trustee.

"Base Prospectus" means the prospectus included in the Registration Statement.

"Current Report" means the Issuer's current report on Form 8-K dated 28 February 2024, reporting the issue of the Notes (excluding any documents incorporated by reference into the report and any exhibits to the report).

"Guarantee" means the guarantee of the Notes by the Guarantor.

"Indenture" means the Base Indenture as supplemented by the first supplemental indenture dated 17 May 2023, among the Issuer, the Guarantor, Computershare Limited as base trustee and the Trustee, as further modified in respect of the Notes by the Officer’s Certificate pursuant to Section 2.01 of the Base Indenture dated as of 19 May 2023.

"Officer's Certificate" means the Officer's Certificate in relation to the Indenture dated 28 February 2024.

"Prospectus" means the Base Prospectus as supplemented by the Prospectus Supplement.

"Prospectus Supplement" means the prospectus supplement dated 26 February 2024.

"Registration Statement" means the registration statement on Form S-3 dated 14 December 2021 in relation to the registration by the Guarantor and the Issuer of, inter alia, the Notes with the SEC under the Securities Act (including the Base Prospectus, but excluding any documents incorporated by reference in it and any exhibits to it), as amended and supplemented on the date hereof.

"Underwriting Agreement" means the underwriting agreement dated 26 February 2024 between the Issuer, the Guarantor and the Underwriters.

Exhibit 8.1

	Advocaten Notarissen Belastingadviseurs
To the Issuer (as defined below)	Claude Debussylaan 80 P.O. Box 75084 1070 AB Amsterdam   T +31 20 577 1771 F +31 20 577 1775

LYB International Finance III, LLC (the ''Issuer'')

USD 750,000,000 5.500% Guaranteed Notes due 2034 (the "Notes")

I act as Dutch tax adviser to the Issuer in connection with the Registration.

Certain terms used in this opinion are defined in the Annex (Definitions).

This opinion is limited to Dutch law in effect on the date of this opinion. It (including all terms used in it) is to be construed in accordance with Dutch law.

I have examined the following documents:

I have made the following assumptions:

Based on the documents referred to and assumptions made in paragraphs ‎3 and ‎4 and subject to any matters not disclosed to me, I am of the following opinion:

The previous sentence is no admittance from me (or De Brauw) that I am (or De Brauw is) in the category of persons whose consent for the filing and reference as set out in that sentence is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.

(signature page follows)

Annex – Definitions

In this opinion:

"Current Report" means the Issuer's current report on Form 8-K dated 28 February 2024, reporting the issue of the Notes (excluding any documents incorporated by reference into the report and any exhibits to the report).

"De Brauw" means De Brauw Blackstone Westbroek N.V.

"Dutch law" means the law directly applicable in the Netherlands.

"Dutch Tax" means any tax of whatever nature levied by or on behalf of the Netherlands or any of its subdivisions or taxing authorities.

"Issuer" means LYB International Finance III, LLC, with seat in Delaware, United States of America.

"Notes" means the USD 750,000,000 5.500% guaranteed notes due 2034.

"Prospectus Supplement" means the prospectus supplement dated 26 February 2024 for the Notes.

"Registration" means the registration by the Issuer of the Notes with the SEC under the Securities Act.

"Registration Statement" means the registration statement on Form S-3 dated 14 December 2021, as amended and supplemented, and relating to the registration by the Issuer of the Notes under the Securities Act (including the Prospectus Supplement, but excluding any documents incorporated by reference in it and any exhibits to it).

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the U.S. Securities Act of 1933, as amended.

"the Netherlands" means the part of the Kingdom of the Netherlands located in Europe.