Ordinary shares, par value Euro 0.04 per share

LyondellBasell Industries N.V.

1221 MCKINNEY ST, SUITE 300, Houston, TX, 77010

The disclosure in Item 5(a) is hereby amended and restated in its entirety to read as follows: The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of ordinary shares (including, but not limited to, footnotes to such information) are incorporated herein by reference. The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of ordinary shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference. The 65,285,504 ordinary shares reported in this Schedule 13D include (i) 41,195,179 ordinary shares owned directly by LYB Holdco, (ii) 1,464,610 ordinary shares owned directly by Access Industries Core Holdings LLC (formerly AIPH Holdings LLC), (iii) 16,000,000 ordinary shares owned directly by AI European Holdings L.P. ("AIEH"), (iv) 5,655,466 ordinary shares owned directly by AI Chemical Holdings LLC, (v) 765,996 ordinary shares owned directly by AIIH, and (vi) 204,253 ordinary shares owned directly by AILEB LLC (formerly AI Altep Investments LLC). Each of AIIH, Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the ordinary shares held directly by LYB Holdco because (i) Mr. Blavatnik controls Access Industries Management, LLC and a majority of the outstanding voting interests in Access Industries, LLC, (ii) Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and AIIH, which controls a majority of the outstanding voting interests in LYB Holdco, and (iii) Access Industries Holdings LLC controls a majority of the outstanding voting interests in AIIH. Each of the Reporting Persons and each of their affiliated entities and the officers, partners, members, and managers thereof, other than LYB Holdco, disclaims beneficial ownership of the shares held directly by LYB Holdco. Each of Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own and share voting and investment power over the ordinary shares held directly by Access Industries Core Holdings LLC because (i) Access Industries Holdings LLC controls a majority of the outstanding voting interests in Access Industries Core Holdings LLC, (ii) Access Industries, LLC controls a majority of the outstanding voting interests in Access Industries Holdings LLC, (iii) Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and Access Industries Core Holdings LLC, and (iv) Mr. Blavatnik controls Access Industries Management, LLC and a majority of the outstanding voting interests in Access Industries, LLC. Because of its relationships with the other Reporting Persons, LYB Holdco may be deemed to share investment and voting power over the ordinary shares held directly by Access Industries Core Holdings LLC. Each of the Reporting Persons and each of their affiliated entities and the officers, partners, members, and managers thereof, other than Access Industries Core Holdings LLC, disclaims beneficial ownership of the ordinary shares held directly by Access Industries Core Holdings LLC. Each of Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own and share voting and investment power over the ordinary shares held directly by AIEH because (i) Mr. Blavatnik controls Access Industries Management, LLC and a majority of the voting interests in Access Industries, LLC, (ii) Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and Access Industries Investment Holdings LLC, (iii) Access Industries, LLC owns and controls AI SMS GP Limited, which owns and controls AI European GP Limited, which is the general partner of AIEH, and (iv) Access Industries Holdings LLC owns and controls a majority of the outstanding voting interests in Access Industries Investments Holdings LLC, which owns and controls a majority of the outstanding voting interests in AIEH. Each of the Reporting Persons, and each of their affiliated entities and the officers, partners, members, and managers thereof, other than AIEH, disclaims beneficial ownership of the ordinary shares held by AIEH. Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the ordinary shares held directly by AILEB LLC because (i) he controls AI Altep Holdings, Inc. and (ii) AI Altep Holdings, Inc. owns all of the membership interests in AILEB LLC. Each of the Reporting Persons, and each of their affiliated entities and the officers, partners, members, and managers thereof, other than AILEB LLC, disclaims beneficial ownership of the ordinary shares held directly by AILEB LLC. Each of Access Industries Management, LLC, Access Industries Holdings LLC and Len Blavatnik may be deemed to beneficially own and share voting and investment power over the ordinary shares held directly by AI Chemical Holdings LLC because (i) Mr. Blavatnik controls Access Industries Management, LLC, (ii) Access Industries Holdings LLC owns a majority of the membership interests in RSB 2 Limited, which is the sole member of AI Chemical Holdings LLC, and (iii) Access Industries Management, LLC controls AI Chemical Holdings LLC. Because of their relationships with the other Reporting Persons, each of LYB Holdco and Access Industries, LLC may be deemed to share investment and voting power over the ordinary shares held directly by AI Chemical Holdings LLC. Each of the Reporting Persons, and each of their affiliated entities and the officers, partners, members, and managers thereof, other than AI Chemical Holdings LLC, disclaims beneficial ownership of the shares held by AI Chemical Holdings LLC. Each of Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the ordinary shares held directly by AIIH because (i) Access Industries Holdings LLC controls a majority of the outstanding voting interests in AIIH, (ii) Access Industries, LLC controls a majority of the outstanding voting interests in Access Industries Holdings LLC, (iii) Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and AIIH, and (iv) Mr. Blavatnik controls Access Industries Management, LLC and a majority of the outstanding voting interests in Access Industries, LLC. Each of the Reporting Persons and each of their affiliated entities and the officers, partners, members, and managers thereof, other than AIIH, disclaims beneficial ownership of the ordinary shares held directly by AIIH.

In addition to the description set forth above in Item 5(a), see the cover pages of this Schedule 13D for a description of the respective voting powers and disposition powers of the Reporting Persons.