LYB LyondellBasell Industries NV

 

Exhibit 5.1

 

Advocaten

Notarissen

Belastingadviseurs

 

 

To: LyondellBasell Industries N.V. (“LBI”) 4th Floor, One Vine Street London, W1J0AH The United Kingdom   LYB International Finance B.V. (“LIF”), and LYB International Finance II B.V. (’’LIF II’’) Delftseplein 27E 3013 AA Rotterdam The Netherlands   (LBI, LIF and LIF II together, the “Issuers”)

Burgerweeshuispad 201 P.O. Box 75084 1070 AB Amsterdam   T +31 20 577 1771 F +31 20 577 1775

 

Date 12 December 2024		F.J.M. Hengst E ferdinand.hengst@debrauw.com T +31 20 577 1956 F +31 20 577 1775
Our ref.	A50916670/1/20702779

 

Dear Sir/Madam,

 

Registration with the US Securities and Exchange Commission of
(i) shares in the capital of LBI, and (ii) debt securities issued by the Issuers

 

1

Introduction

 

We, De Brauw Blackstone Westbroek N.V, (“De Brauw”) act as Dutch legal advisers to the Issuers in connection with the Registration.

 

Certain terms used in this opinion are defined in Annex 1 (Definitions).

 

De Brauw Blackstone Westbroek N.V., Amsterdam, is registered with the Trade Register in the Netherlands under no. 27171912.

 

All services and other work are carried out under an agreement of instruction (“overeenkomst van opdracht”) with De Brauw Blackstone Westbroek N.V. The agreement is subject to the General Conditions, which have been filed with the register of the District Court in Amsterdam and contain a limitation of liability.

Client account notaries ING Bank IBAN NL83INGB0693213876 BIC INGBNL2A.

 

 

 

2

scope of work

 

As set out in paragraphs 1 and 7, we give this opinion as Dutch legal advisers and our duty of care is governed by Dutch law. By implication:

 

(a)

This opinion is limited to Dutch law. It (including all terms used in it) is to be construed in accordance with Dutch law.

 

(b)

As required by Dutch law, in preparing and issuing this opinion, we have observed the care which is to be expected from a reasonably proficient and reasonably acting Dutch opinion giver in similar circumstances (including our reputation).

 

This opinion is limited to its date.

 

3

factual research

 

We have examined, and relied upon the accuracy of the factual statements in, the text of the following documents:

 

(a)

A copy of:

 

(i)

the Registration Statement; and

 

(ii)

each Indenture.

 

(b)

A copy of:

 

(i)

each Issuer’s deed of incorporation and (or including) its articles of association as provided to us by the Chamber of Commerce (Kamer van Koophandel);

 

(ii)

the Board Regulations; and

 

(iii)

each Trade Register Extract.

 

(c)

A copy of:

 

(i)

each Corporate Resolution;

 

(ii)

the Company Certificate; and

 

(iii)

the Opinion Certificate.

 

We have not examined any document, and do not express an opinion on, or on any reference to, any document (including, for the avoidance of doubt, any document documenting, or providing for the issue of, any Warrant or Unit) 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.

 

 

 

4

Assumptions

 

We have made the following assumptions:

 

(a)

 

(i)

Each copy document conforms to the original and each original is genuine and complete.

 

(ii)

Each signature is the genuine signature of the individual concerned and, if an electronic signature, is sufficiently reliable.

 

(iii)

The Registration Statement has been or will have been filed with the SEC in the form referred to in this opinion.

 

(iv)

Each Indenture has been or will have been entered into in the form referred to in this opinion without material deviation.

 

(b)

 

(i)

 

(A)

The issue by LBI of the Shares and the Warrants (or of any other rights to acquire Shares) will have been validly authorised; and

 

(B)

any pre-emption rights in respect of the issue of the Shares or the Warrants (or of any other rights to acquire Shares) will have been observed or validly excluded;

 

all in accordance with LBI’s articles of association at the time of authorisation or of observance or exclusion.

 

(ii)

LBI’s authorised share capital at the time of issue of any Share or Warrant will be sufficient to allow for the issue.

 

(iii)

The Shares and the Warrants will have been:

 

(A)

offered, issued and accepted by their subscribers in accordance with all applicable laws (including, for the avoidance of doubt, Dutch law); and

 

(B)

in the case of the Shares, issued in the form and manner prescribed by LBI’s articles of association at the time of issue.

 

 

 

(iv)

The nominal amount of the Shares and any agreed share premium will have been validly paid.

 

(c)

 

(i)

Each Indenture and all Notes, and all Warrants, will have been validly entered into by each party other than, in the case of the LBI Indenture, the LIF Indenture and the LIF II Indenture, each Issuer expressed to be a party to it.

 

(ii)

Where required, the Notes will have been validly authenticated in accordance with the Indenture.

 

(d)

 

(i)

Each Warrant:

 

(A)

will be expressed to be governed by New York Law; and

 

(B)

will include a right for its owner to acquire one or more Shares.

 

(ii)

When validly signed by all the parties (including by electronic signature), each Indenture and the Notes, and all Warrants, are valid and binding on and enforceable against each party under New York Law by which they are expressed to be governed.

 

(e)

LIF and LIF II are wholly owned subsidiaries of LBI.

 

5

Opinion

 

Based on the factual research described in and assumptions made in paragraphs 3 and 4 and subject to the qualifications in paragraph 6 and any matters not disclosed to us in the context of preparing this opinion (and within the limitations set out in paragraph 2), we are of the following opinion:

 

(a)

When issued, the Shares will have been validly issued and will be fully paid and nonassessable1.

 

(b)

When issued, the Notes and the Warrants will have been validly issued.

 

¹ In this opinion, “nonassessable” – which term has no equivalent in Dutch – means, in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the issuer any amount (in addition to the amount required for the share to be fully paid) solely as a result of his shareholdership.

 

 

 

(c)

 

(i)

The choice of New York Law as the governing law of the Notes and the Warrants is recognised.

 

(ii)

Dutch law does not restrict the validity and binding effect on and enforceability against each Issuer of the Notes and the Warrants issued by it.

 

(d)

 

(i)

The validity and binding effect on and enforceability against each Issuer of the submission to the jurisdiction of the New York Court in each Indenture:

 

(A)

under Dutch private international law are likely governed by New York Law; and

 

(B)

are not restricted by Dutch law.

 

(ii)

A judgment in a civil or commercial matter rendered by a New York Court cannot be enforced in the Netherlands. However, if a person has obtained a final judgment without appeal in such a matter rendered by a New York Court which is enforceable in New York and files his claim with a Dutch court with jurisdiction, the Dutch court will generally recognise and give effect to the judgment insofar as it finds that (A) the jurisdiction of the New York Court has been based on an internationally generally accepted ground, (B) proper legal procedures have been observed, (C) the judgment does not contravene Dutch public policy, and (D) the judgment is not irreconcilable with a judgment of a Dutch court or an earlier judgment of a foreign court that is capable of being recognised in the Netherlands.

 

(e)

The opinions in paragraphs (a), (b), (c) and (d) apply to any Shares, Notes or Warrants issued as part of a Unit.

 

6

Qualifications

 

This opinion is subject to the following qualifications:

 

(a)

This opinion is subject to any limitations arising from (i) rules relating to Dutch Insolvencies, (ii) rules relating to foreign insolvency or composition or restructuring proceedings (including foreign Insolvency Proceedings), (iii) other rules regulating conflicts between rights of creditors, or (iv) resolution, intervention and other measures in relation to financial enterprises or their affiliated entities.

 

 

 

(b)

The recognition of New York Law as the governing law of the Notes and the Warrants:

 

(i)

will not prejudice the provisions of the law of the European Union (where appropriate as implemented in the Netherlands) which cannot be derogated from by agreement if all elements relevant to the situation at the time when the relevant Notes or Warrants were issued (other than the choice of New York Law as the governing law of the Notes or Warrants) are located in one or more Member States of the European Union;

 

(ii)

 

(A)

will not restrict the application of the overriding provisions of Dutch law; and

 

(B)

will not prevent effect being given to the overriding provisions of the law of a jurisdiction with which the situation has a close connection;

 

(and for this purpose “overriding provisions” are provisions the respect for which is regarded as crucial by a jurisdiction for safeguarding its public interests to such an extent that they are applicable to any situation falling within their scope, irrespective of the law otherwise applicable to an agreement);

 

(iii)

will not prevent the application of New York Law being refused if it is manifestly incompatible with Dutch public policy (ordre public); and

 

(iv)

will not prevent regard being had to the law of the jurisdiction in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance.

 

(c)

The binding effect and enforceability of the submission to the jurisdiction of the New York Courts are subject to limited exceptions, including any exceptions applicable under the Brussels I-bis Regulation and the Lugano Convention.

 

(d)

Enforcement in the Netherlands of the Notes and the Warrants is subject to Dutch rules of civil procedure.

 

 

 

(e)

The Sanction Act 1977 (Sanctiewet 1977) or international sanctions may affect whether (i) any Issuer’s entry into and performance of any Indenture, any Notes and any Warrants, violates Dutch law, and (ii) the Indentures, the Notes and the Warrants are valid, binding and enforceable.

 

(f)

To the extent that Dutch law applies, any provision that the holder or depository of a Note may be treated as its owner may not be enforceable under all circumstances.

 

(g)

To the extent that Dutch law applies, title to a Note may not pass if (i) the Note is not delivered (geleverd) in accordance with Dutch law, (ii) the transferor does not have the power to pass on title (beschikkingsbevoegdheid) to the Note, or (iii) the transfer of title is not made pursuant to a valid title of transfer (geldige titel).

 

(h)

To the extent that the terms of the Indenture, Notes or Warrants are general conditions within the meaning of article 6:231 BW, a holder of a Note or Warrant may nullify (vernietigen) a provision therein if (i) the relevant Issuer has not offered the holder a reasonable opportunity to examine that Indenture or those terms, as the case may be, or (ii) the provision, having regard to all relevant circumstances, is unreasonably onerous to the holder. A provision in general conditions as referred to in article 6:236 BW is deemed to be unreasonably onerous, irrespective of the circumstances, if the holder of a Note or Warrant is a natural person not acting in the conduct of a profession or trade.

 

(i)

If any Note has been signed on behalf of any Issuer (manually or in facsimile) by a person who on the signing date is, but ceases to be before the date of the Note and its authentication and issue, a duly authorised representative of that Issuer, enforcement of the Note in a Dutch court may require that the holder of the Note submit a copy of the Indenture.

 

(j)

Any trust to which the Trust Convention applies, will be recognised subject to the Trust Convention. Any trust to which the Trust Convention does not apply may not be recognised.

 

(k)

In proceedings in a Dutch court for the enforcement of the Notes, the court may mitigate amounts due in respect of litigation and collection costs.

 

(l)

To the extent that the terms of the Warrants relate to matters of company law:

 

(i)

they will be governed by Dutch law; and

 

 

 

(ii)

they will be valid, binding on and enforceable against the relevant Issuer:

 

(A)

subject to the other qualifications in this paragraph 6; and

 

(B)

except that the binding effect and enforceability of those terms may be affected by rules of Dutch law which generally apply to contractual arrangements like the Warrants, including (without limitation) the requirements of reasonableness and fairness (redelijkheid en billijkheid) and rules relating to force majeure.

 

(m)

 

(i)

An extract from the Trade Register does not provide conclusive evidence that the facts set out in it are correct. However, under the 2007 Trade Register Act (Handelsregisterwet 2007), subject to limited exceptions, a legal entity or partnership cannot invoke the incorrectness or incompleteness of its Trade Register registration against third parties who were unaware of the incorrectness or incompleteness.

 

(ii)

A confirmation from the Central Insolvency Register does not provide conclusive evidence that an entity is not subject to a Dutch Insolvency or foreign Insolvency Proceedings (also because they are not all registered).

 

(n)

We do not express any opinion on:

 

(i)

any specific terms of any Note (other than any terms set out in the relevant Indenture) or of any Warrant (other than the right to acquire one or more Shares included in it);

 

(ii)

any lien or any other in rem matters; or

 

(iii)

tax matters.

 

7

Reliance

 

(a)

This opinion is an exhibit to the Registration Statement and may be relied upon for the purpose of the Registration and not for any other purpose. It may not be supplied, and its contents or existence may not be disclosed, to any person other than as an Exhibit to (and therefore together with) the Registration Statement.

 

(b)

Each person relying on this opinion in doing so agrees that:

 

 

 

(i)

the agreements in this paragraph 7, our duty of care and all liability and other matters relating to this opinion will be governed exclusively by Dutch law and the Dutch courts will have exclusive jurisdiction to settle any dispute relating to them; and

 

(i)

only we, De Brauw, (and not any other person, including any person working at or affiliated with us) will have any liability in connection with this opinion.

 

(c)

The Issuers may:

 

(i)

file this opinion as an exhibit to the Registration Statement; and

 

(ii)

refer to De Brauw giving this opinion in the paragraph under the caption “Legal Matters” and the Exhibit Index in the Registration Statement.

 

The previous sentence is no admittance from us that we are in the category of persons whose consent for the filing and reference as set out in that sentence is required under article 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.

 

Yours faithfully,

De Brauw Blackstone Westbroek N.V.

 

/s/ Ferdinand Hengst
Ferdinand Hengst
Advocaat

 

 

 

Annex 1 – Definitions

 

In this opinion:

 

“Board Regulations” means the rules of LBI’s board of directors (bestuur) dated 18 November 2021.

 

“Brussels I-bis Regulation” means Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (recast).

 

“BW” means the Civil Code (Burgerlijk Wetboek).

 

“Company Certificate” means the company certificate from the corporate secretary of LBI dated 12 December 2024 relating to the Corporate Resolution of LBI.

 

“Corporate Resolution” means each of:

 

(a)

the resolutions of LBI’s board of directors (bestuur), adopted during a meeting on 21 November 2024, as reflected in the extract of the minutes of that meeting attached to the Company Certificate;

 

(b)

a written resolution of LIF’s board of directors (bestuur) dated 5 December 2024; and

 

(c)

a written resolution of LIF II’s board of directors (bestuur) dated 5 December 2024.

 

“De Brauw” means De Brauw Blackstone Westbroek N.V.

 

“Dutch Insolvency” means bankruptcy (faillissement), suspension of payments (surseance van betaling) or composition proceedings outside bankruptcy (akkoordprocedures buiten faillissement).

 

“Dutch law” means the national law of the Netherlands and European Union and international law to the extent directly applicable in the Netherlands.

 

“Indenture” means each of the LBI Indenture, the LIF Indenture and the LIF II Indenture.

 

“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 each of LBI, LIF and LIF II.

 

 

 

“LBI” means LyondellBasell Industries N.V., with seat in Rotterdam, the Netherlands, Trade Register number 24473890.

 

“LBI Indenture” means the indenture dated 5 March 2015 between LBI as issuer and the Trustee, which is referred to in exhibit 4.4 of the Registration Statement and incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on 5 March 2015.

 

“LIF” means LYB International Finance B.V., with seat in Rotterdam, the Netherlands, Trade Register number 57924562.

 

“LIF Indenture” means the indenture dated 16 July 2013 between LIF as issuer, LBI as guarantor and the Trustee, which is referred to in exhibit 4.8 of the Registration Statement and incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on 16 July 2013.

 

’’LIF II’’ means LYB International Finance II B.V., with seat in Rotterdam, the Netherlands, Trade Register number 65196058.

 

“LIF II Indenture” means the indenture dated 2 March 2016 between LIF II as issuer, LBI as guarantor and the Trustee, which is referred to in exhibit 4.15 of the Registration Statement and incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on 2 March 2016.

 

“Lugano Convention” means the 2007 Lugano Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.

 

“New York Courts” means any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, New York City, New York, United States.

 

“New York Law” means the internal laws of the State of New York.

 

“Notes” means any debt securities to be issued by any Issuer after the date of this opinion:

 

(a)

in the case of LBI, under the LBI Indenture (which Notes may or may not be fully and unconditionally guaranteed by LIF and LIF II);

 

(b)

in the case of LIF, under the LIF Indenture (which Notes will be fully and unconditionally guaranteed by LBI under the LIF Indenture); or

 

(c)

in the case of LIF II, under the LIF II Indenture (which Notes will be fully and unconditionally guaranteed by LBI under the LIF II Indenture).

 

 

 

and include, where the context permits:

 

(i)

in relation to an issue of Notes, the terms of those Notes; and

 

(ii)

any Notes forming part of Units.

 

“Opinion Certificate” means the certificate dated the date of this opinion attached to this opinion as Annex 2.

 

“Registration” means the shelf registration of the Shares and the Notes with the SEC under the Securities Act.

 

“Registration Statement” means the registration statement on form S-3ASR dated 12 December 2024 in relation to the Registration (including the prospectus, 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.

 

“Shares” means any shares, nominal value of EUR 0.04 each, in LBI’s capital, including any such shares:

 

(a)

issued upon the exercise of Warrants; or

 

(b)

forming part of Units;

 

in each case to be issued by LBI after the date of this opinion.

 

“the Netherlands” means the European part of the Netherlands.

 

“Trade Register Extract” means each of:

 

(a)

a Trade Register extract relating to LBI provided by the Chamber of Commerce and dated 11 December 2024;

 

(b)

a Trade Register extract relating to LIF provided by the Chamber of Commerce and dated 11 December 2024; and

 

(c)

a Trade Register extract relating to LIF II provided by the Chamber of Commerce and dated 11 December 2024.

 

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

 

“Trustee” means, in case of the LBI and LIF Indentures, Computershare Trust Company N.A., as successor to Wells Fargo Bank, N.A. and, in case of the LIF II Indenture, Deutsche Bank Trust Company Americas.

 

 

 

“Units” means “Units” as referred to in the Registration Statement and to be issued by LBI after the date of this opinion.

 

“Warrants” means “Warrants of LyondellBasell Industries N.V.” as referred to in the Registration Statement, including any such Warrants forming part of Units, and to be issued by LBI after the date of this opinion.

 

 

 

Annex 2 – Opinion Certificate

 

 

 

OPINION CERTIFICATE

 

FROM THE CORPORATE SECRETARY OF LYONDELLBASELL INDUSTRIES N.V.

 

THE UNDERSIGNED:

 

Charity R. Kohl, acting in her capacity as Corporate Secretary of LyondellBasell Industries N.V., a public limited liability company with seat in Rotterdam, the Netherlands, and having its address at 4^th Floor, One Vine Street, W1J 0AH, London, United Kingdom, (“LBI”),

 

BACKGROUND:

 

(a)

LBI intends to update, and intends for LIF and LIF II to update, the Registration with the SEC of the Shares, Notes, Warrants and Units.

 

(b)

In connection with the update of the Registration, on the date of this Opinion Certificate, De Brauw Blackstone Westbroek N.V. intends to issue a legal opinion in the form attached to this certificate (the “Legal Opinion”).

 

(c)

This Opinion Certificate is the “Opinion Certificate” as defined in the Legal Opinion.

 

(d)

The undersigned makes the certifications in this Opinion Certificate after due and careful consideration and after having made all necessary enquiries, including with the board of directors (bestuur) of LBI, LIF and LIF II.

 

1

Construction

 

1.1

Terms defined in the Legal Opinion have the same meaning in this Opinion Certificate.

 

1.2

In this Opinion Certificate “including” means “including without limitation”.

 

2

CERTIFICATION:

 

The undersigned certifies the following.

 

2.1

Authenticity

 

As at the date of this Opinion Certificate all information regarding each Issuer registered or on file with the Trade Register is correct, complete and up to date.

 

2.2

Solvency

 

None of the Issuers is subject to any bankruptcy proceedings, suspension of payments or public and/or undisclosed preventive restructuring processes within the meaning of the Dutch Act on Court Confirmation of Extrajudicial Restructuring Plans (Wet homologatie onderhands akkoord), other proceedings under the laws of any jurisdiction relating to insolvency, including those 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), or other rules regulating conflicts between rights of creditors.

 

 

2.3

General

 

The undersigned is not aware of:

 

(a)

any claim (whether actual or threatened and including any claim, litigation, arbitration or administrative or regulatory proceedings) to the contrary of the certifications in this Opinion Certificate; or

 

(b)

any fact or circumstance which she understands or suspects has or might have any impact on the correctness of the Legal Opinion and which has not been disclosed to De Brauw in writing.

 

3

RELIANCE

 

De Brauw may rely on this Opinion Certificate including the accuracy of the factual statements therein (without personal liability for the undersigned).

 

4

IN EVIDENCE WHEREOF:

 

This Opinion Certificate was signed in the manner set out below.

 

	By:	/s/ Charity R. Kohl
	Name:	Charity R. Kohl
	Title:	Company Secretary
	Date:	12 December 2024

 

 

Exhibit 5.2

 

 

December 12, 2024

 

Client: 56973-00009

 

LyondellBasell Industries N.V. 4th Floor, One Vine Street London, W1J0AH The United Kingdom

LYB International Finance B.V. Delftseplein 27E 3013AA Rotterdam The Netherlands

LYB International Finance II B.V. Delftseplein 27E 3013AA Rotterdam The Netherlands

LYB International Finance III, LLC 1221 McKinney Street Houston, Texas, USA 77010

 

Re:

LyondellBasell Industries N.V. LYB International Finance B.V. LYB International Finance II B.V. LYB International Finance III, LLC Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (“LyondellBasell”), LYB International Finance B.V., a private company with limited liability (besloten vennootschap) in the country of The Netherlands (“LYB Finance”), LYB International Finance II B.V., a private company with limited liability (besloten vennootschap) in the country of The Netherlands (“LYB Finance II”), and LYB International Finance III, LLC, a Delaware limited liability company (“LYB Finance III” and, collectively with LYB Finance and LYB Finance II, the “Guarantors” and LYB Finance III, collectively with LyondellBasell, LYB Finance, and LYB Finance II, the “Companies”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of:

 

(i)            LyondellBasell’s ordinary shares, par value €0.04 per share (“Ordinary Shares”);

 

 

 

 

LyondellBasell Industries N.V. LYB International Finance B.V. LYB International Finance II B.V. LYB International Finance III, LLC December 12, 2024 Page 2

 

(ii)           LyondellBasell’s unsecured debt securities, which may be either senior debt securities (“LyondellBasell Senior Debt Securities”), senior subordinated debt securities (“LyondellBasell Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “LyondellBasell Junior Subordinated Debt Securities” and, collectively with the LyondellBasell Senior Debt Securities and the LyondellBasell Senior Subordinated Debt Securities, the “LyondellBasell Debt Securities”);

 

(iii)          LYB Finance’s unsecured debt securities, which may be either senior debt securities (“LYB Finance Senior Debt Securities”), senior subordinated debt securities (“LYB Finance Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “LYB Finance Junior Subordinated Debt Securities” and, collectively with the LYB Finance Senior Debt Securities and the LYB Finance Senior Subordinated Debt Securities, the “LYB Finance Debt Securities”);

 

(iv)         LYB Finance II’s unsecured debt securities, which may be either senior debt securities (“LYB Finance II Senior Debt Securities”), senior subordinated debt securities (“LYB Finance II Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “LYB Finance II Junior Subordinated Debt Securities” and, collectively with the LYB Finance II Senior Debt Securities and the LYB Finance II Senior Subordinated Debt Securities, the “LYB Finance II Debt Securities”);

 

(v)          LYB Finance III’s unsecured debt securities, which may be either senior debt securities (“LYB Finance III Senior Debt Securities”), senior subordinated debt securities (“LYB Finance III Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “LYB Finance III Junior Subordinated Debt Securities” and, collectively with the LYB Finance III Senior Debt Securities and the LYB Finance III Senior Subordinated Debt Securities, the “LYB Finance III Debt Securities,” and the LYB Finance III Debt Securities, collectively with the LyondellBasell Debt Securities, the LYB Finance Debt Securities and the LYB Finance II Debt Securities, the “Debt Securities”);

 

 

 

 

LyondellBasell Industries N.V. LYB International Finance B.V. LYB International Finance II B.V. LYB International Finance III, LLC December 12, 2024 Page 3

 

(vi)          guarantees of the LyondellBasell Debt Securities by LYB Finance (the “LYB Finance Guarantees”);

 

(vii)         guarantees of the LyondellBasell Debt Securities by LYB Finance II (the “LYB Finance II Guarantees”);

 

(viii)       guarantees of the LyondellBasell Debt Securities by LYB Finance III (the “LYB Finance III Guarantees” and, collectively with the LYB Finance Guarantees and the LYB Finance II Guarantees, the “LyondellBasell Debt Securities Guarantees”);

 

(ix)          guarantees of the LYB Finance Debt Securities by LyondellBasell (the “LYB Finance Debt Securities Guarantees”);

 

(x)            guarantees of the LYB Finance II Debt Securities by LyondellBasell (the “LYB Finance II Debt Securities Guarantees”);

 

(xi)          guarantees of the LYB Finance III Debt Securities by LyondellBasell (the “LYB Finance III Debt Securities Guarantees” and, collectively with the LYB Finance Debt Securities Guarantees and the LYB Finance II Debt Securities Guarantees, the “LyondellBasell Guarantees” and, the LyondellBasell Guarantees, together with the LyondellBasell Debt Securities Guarantees, the “Debt Securities Guarantees”);

 

(xii)          warrants for the purchase of Ordinary Shares, LyondellBasell Debt Securities or other securities to be issued and sold by LyondellBasell (the “Warrants”); and

 

(xiii)        units of the Companies comprised of any combination of the Ordinary Shares, any of the Debt Securities, any of the Debt Securities Guarantees or the Warrants (the “Units”).

 

The Ordinary Shares, the Debt Securities, the Debt Securities Guarantees, the Warrants, and the Units are collectively referred to herein as the “Securities.” The LyondellBasell Debt Securities are to be issued under an indenture dated as of March 5, 2015, entered into between LyondellBasell, as issuer, and Wells Fargo Bank, N.A., as trustee (the “LyondellBasell Base Indenture”). The LYB Finance Debt Securities are to be issued under an indenture dated as of July 16, 2013, entered into among LYB Finance, as issuer, LyondellBasell, as guarantor, and Wells Fargo Bank, N.A., as trustee (the “LYB Finance Base Indenture”). The LYB Finance II Debt Securities are to be issued under an indenture dated as of March 2, 2016, entered into among LYB Finance II, as issuer, LyondellBasell, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “LYB Finance II Base Indenture”). The LYB Finance III Debt Securities are to be issued under an indenture dated as of October 10, 2019, and as supplemented on May 17, 2023, entered into among LYB Finance III, as issuer, LyondellBasell, as guarantor, and Computershare Trust Company, N.A., as base trustee (as successor to Wells Fargo Bank, N.A.), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “LYB Finance III Base Indenture” and, collectively with the LyondellBasell Base Indenture, the LYB Finance Base Indenture, and the LYB Finance II Base Indenture, the “Base Indentures”).

 

 

 

LyondellBasell Industries N.V. LYB International Finance B.V. LYB International Finance II B.V. LYB International Finance III, LLC December 12, 2024 Page 4

 

In arriving at the opinions 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 Base Indentures, forms of the Debt Securities and the Debt Securities Guarantees and such other documents, corporate records, certificates of officers of the Companies 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 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 Companies and others.

 

We are not admitted or qualified to practice law in The Netherlands. Therefore, we have relied upon the opinion of De Brauw Blackstone Westbroek N.V., filed as Exhibit 5.1 to the Registration Statement, with respect to matters governed by the laws of The Netherlands.

 

We have assumed without independent investigation that:

 

(i)            at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;

 

(ii)           at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;

 

(iii)          all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;

 

 

 

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(iv)         at the Relevant Time, all corporate or other action required to be taken by the Companies to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any Ordinary Shares for issuance upon exercise, conversion or exchange of any Securities for Ordinary Shares, and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 4 below) shall have been duly completed and shall remain in full force and effect; and

 

(v)          at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of each of the Companies and duly executed and delivered by each of the Companies and the other parties thereto.

 

Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

 

1.            With respect to the LyondellBasell Debt Securities and related LyondellBasell Debt Securities Guarantees, when:

 

a.

the terms and conditions of such LyondellBasell Debt Securities and related LyondellBasell Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the LyondellBasell Base Indenture,

 

b.

any such supplemental indenture has been duly executed and delivered by LyondellBasell, the relevant Guarantors and the relevant trustee (together with the LyondellBasell Base Indenture, the “LyondellBasell Indenture”), and

 

c.

such LyondellBasell Debt Securities have been executed (in the case of certificated LyondellBasell Debt Securities), delivered and authenticated in accordance with the terms of the LyondellBasell Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

 

 

 

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such LyondellBasell Debt Securities will be legal, valid and binding obligations of LyondellBasell, enforceable against LyondellBasell in accordance with their respective terms, and the applicable LyondellBasell Debt Securities Guarantees will be legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.

  

2.            With respect to any LYB Finance Debt Securities and related LYB Finance Debt Securities Guarantees, when:

 

a.

the terms and conditions of such LYB Finance Debt Securities and LYB Finance Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the LYB Finance Base Indenture,

 

b.

any such supplemental indenture has been duly executed and delivered by LYB Finance, LyondellBasell and the relevant trustee (together with the LYB Finance Base Indenture, the “LYB Finance Indenture”), and

 

c.

such LYB Finance Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the terms of the LYB Finance Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

 

such LYB Finance Debt Securities will be legal, valid and binding obligations of the LYB Finance, enforceable against LYB Finance in accordance with their respective terms, and the LYB Finance Debt Securities Guarantees will be legal, valid and binding obligations of LyondellBasell, enforceable against LyondellBasell in accordance with their respective terms.

 

3.            With respect to the LYB Finance II Debt Securities and related LYB Finance II Debt Securities Guarantees, when:

 

a.

the terms and conditions of such LYB Finance II Debt Securities and LYB Finance II Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the LYB Finance II Base Indenture,

 

 

 

LyondellBasell Industries N.V. LYB International Finance B.V. LYB International Finance II B.V. LYB International Finance III, LLC December 12, 2024 Page 7

 

b.

any such supplemental indenture has been duly executed and delivered by LYB Finance II, LyondellBasell and the relevant trustee (together with the LYB Finance II Base Indenture, the “LYB Finance II Indenture”), and

 

c.

such LYB Finance II Debt Securities have been executed (in the case of certificated LYB Finance II Debt Securities), delivered and authenticated in accordance with the terms of the LYB Finance II Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

 

such LYB Finance II Debt Securities will be legal, valid and binding obligations of LYB Finance II, enforceable against LYB Finance II in accordance with their respective terms, and the LYB Finance II Debt Securities Guarantees will be legal, valid and binding obligations of LyondellBasell, enforceable against LyondellBasell in accordance with their respective terms.

 

4.            With respect to LYB Finance III Debt Securities and related LYB Finance III Debt Securities Guarantees, when:

 

a.

the terms and conditions of such LYB Finance III Debt Securities and LYB Finance III Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the LYB Finance III Base Indenture,

 

b.

any such supplemental indenture has been duly executed and delivered by LYB Finance III, LyondellBasell and the relevant trustee (together with the LYB Finance III Base Indenture, the “LYB Finance III Indenture” and, collectively with the LyondellBasell Indenture, the LYB Finance III Indenture and the LYB Finance III Indenture, the “Indentures”), and

 

c.

such LYB Finance III Debt Securities have been executed (in the case of certificated LYB Finance III Debt Securities), delivered and authenticated in accordance with the terms of the LYB Finance III Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

 

such LYB Finance III Debt Securities will be legal, valid and binding obligations of LYB Finance III, enforceable against LYB Finance III in accordance with their respective terms, and the LYB Finance III Debt Securities Guarantees will be legal, valid and binding obligations of LyondellBasell, enforceable against LyondellBasell in accordance with their respective terms.

 

 

 

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The opinions expressed above are subject to the following 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 paragraphs 1 and 4 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 contained in paragraphs 1 and 4 above. 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, the United States of America and, for purpose of LYB Finance III, to the limited extent set forth above, the Delaware Limited Liability Company Act 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.

 

B.            The opinions in paragraphs 1 through 4 above with respect to the Indentures and the Debt Securities and the related Debt Securities Guarantees (collectively, the “Documents”) 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 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 or any other Document 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 Indenture or any other Document 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 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.

 

  

 

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D.            To the extent relevant to our opinions in paragraphs 1 through 4 above, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Warrants or Units are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance with its terms.

 

You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof, and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Validity of the Securities” in the Registration Statement and the prospectus that forms a part thereof. 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 23.3

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of LyondellBasell Industries N.V. of our report dated February 22, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in LyondellBasell Industries N.V.'s Annual Report on Form 10-K for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP
Houston, Texas
December 12, 2024

 

 

 

Exhibit 25.1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)  [___]

 

 

Computershare Trust Company, National Association

(Exact name of trustee as specified in its charter)

 

National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	04-3401714 (I.R.S. Employer Identification Number)
150 Royall Street, Canton, MA (Address of principal executive offices)	02021 (Zip Code)
Law Department Computershare Trust Company, National Association 150 Royall Street, Canton, MA 02021 (781) 575-2000 (Name, address and telephone number of agent for service)

 

 

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of obligor as specified in its charter)

 

The Netherlands (State or other jurisdiction of incorporation or organization)	98-0646235 (I.R.S. Employer Identification Number)
4th Floor, One Vine Street London, W1J0AH The United Kingdom (Address of principal executive offices)	(Zip Code)

 

 

Debt Securities

(Title of the indenture securities)

 

 

 

Item 1.

General Information. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of the Currency

340 Madison Avenue, 4^th Floor

New York, NY 10017-2613

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2.

Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.

 

None.

 

Items 3-15.

No responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, neither the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15.

 

Item 16.

List of exhibits. List below all exhibits filed as a part of this statement of eligibility.

 

1.            A copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-200089).

 

2.            A copy of the certificate of authority of the trustee to commence business.

 

3.            A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.

 

4.            A copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-200089).

 

5.            Not applicable

 

6.            The consent of the Trustee required by Section 321(b) of the Act.

 

7.            A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

8.            Not applicable

 

9.            Not applicable

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 26th day of November, 2024.

 

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	By:	/s/ Raymond Delli Colli
		Name:	Raymond Delli Colli
		Title:	Vice President

 

 

EXHIBIT 2

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Computershare Trust Company, National Association, dated November 4, 2024.

 

 

 

 

EXHIBIT 3

 

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association, dated November 4, 2024.

 

 

 

 

EXHIBIT 6

 

CONSENT OF THE TRUSTEE

 

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

 

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	By:	/s/ Raymond Delli Colli
		Title: Vice President
November 26, 2024

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

 

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

 

150 Royall Street, Canton, MA 02021

at the close of business June 30, 2024.

 

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			4,112
Interest-bearing balances			.370,129
Securities:
Held-to-maturity securities			.-0-
Available-for-sale securities			-0-
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			-0-
Securities purchased under agreements to resell			-0-
Loans and lease financing receivables:
Loans and leases held for sale			-0-
Loans and leases, net of unearned income			-0-
LESS: Allowance for loan and lease losses			-0-
Loans and leases, net of unearned income and allowance			-0-
Trading assets			-0-
Premises and fixed assets (including capitalized leases)			8,047
Other real estate owned			-0-
Investments in unconsolidated subsidiaries and associated companies			-0-
Direct and indirect investments in real estate ventures			-0-
Intangible assets:
Goodwill			134,206
Other intangible assets			462,169
Other assets			147,180
Total assets			1,125,843

 

 

LIABILITIES
Deposits:
In domestic offices			-0-
Noninterest-bearing			-0-
Interest-bearing			-0-
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic  offices			-0-
Securities sold under agreements to repurchase			-0-
Trading liabilities			-0-
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			-0-
Not applicable
Not applicable
Subordinated notes and debentures			-0-
Other liabilities			173,588
Total liabilities			173,588
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			500
Surplus (exclude all surplus related to preferred stock)			850,876
Retained earnings			100,879
Accumulated other comprehensive income			-0-
Other equity capital components			-0-
Total bank equity capital			952,255
Noncontrolling (minority) interests in consolidated subsidiaries			-0-
Total equity capital			952,255
Total liabilities and equity capital			1,125,843

 

 

I, Greg Brandt, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

	Greg Brandt
	Greg Brandt
	Assistant Controller

 

 

 

Exhibit 25.2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)  [___]

 

 

Computershare Trust Company, National Association

(Exact name of trustee as specified in its charter)

 

National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	04-3401714 (I.R.S. Employer Identification Number)
150 Royall Street, Canton, MA (Address of principal executive offices)	02021 (Zip Code)
Law Department Computershare Trust Company, National Association 150 Royall Street, Canton, MA 02021 (781) 575-2000 (Name, address and telephone number of agent for service)

 

 

LYB INTERNATIONAL FINANCE B.V.

(Exact name of obligor as specified in its charter)

 

The Netherlands (State or other jurisdiction of incorporation or organization)	98-1109195 (I.R.S. Employer Identification Number)
Delftseplein 27E 3013AA Rotterdam The Netherlands (Address of principal executive offices)	(Zip Code)

 

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of obligor as specified in its charter)

 

The Netherlands (State or other jurisdiction of incorporation or organization)	98-0646235 (I.R.S. Employer Identification Number)
4th Floor, One Vine Street London, W1J0AH The United Kingdom (Address of principal executive offices)	(Zip Code)

 

 

Debt Securities

(Title of the indenture securities)

 

 

 

Item 1.

General Information. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of the Currency

340 Madison Avenue, 4^th Floor

New York, NY 10017-2613

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2.

Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.

 

None.

 

Items 3-15.

No responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, neither the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15.

 

Item 16.

List of exhibits. List below all exhibits filed as a part of this statement of eligibility.

 

1.            A copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-200089).

 

2.            A copy of the certificate of authority of the trustee to commence business.

 

3.            A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.

 

4.            A copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-200089).

 

5.            Not applicable

 

6.            The consent of the Trustee required by Section 321(b) of the Act.

 

7.            A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

8.            Not applicable

 

9.            Not applicable

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 26th day of November, 2024.

 

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	By:	/s/ Raymond Delli Colli
		Name:	Raymond Delli Colli
		Title:	Vice President

 

 

EXHIBIT 2

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Computershare Trust Company, National Association, dated November 4, 2024.

 

 

 

EXHIBIT 3

 

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association, dated November 4, 2024.

 

 

 

EXHIBIT 6

 

CONSENT OF THE TRUSTEE

 

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

 

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	By:	/s/ Raymond Delli Colli
		Title: Vice President
November 26, 2024

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

 

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

 

150 Royall Street, Canton, MA 02021

at the close of business June 30, 2024.

 

 

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .			4,112
Interest-bearing balances			370,129
Securities:
Held-to-maturity securities			-0-
Available-for-sale securities			-0-
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			-0-
Securities purchased under agreements to resell			-0-
Loans and lease financing receivables:
Loans and leases held for sale			-0-
Loans and leases, net of unearned income			-0-
LESS: Allowance for loan and lease losses			-0-
Loans and leases, net of unearned income and allowance			-0-
Trading assets			-0-
Premises and fixed assets (including capitalized leases)			8,047
Other real estate owned			-0-
Investments in unconsolidated subsidiaries and associated companies			-0-
Direct and indirect investments in real estate ventures			-0-
Intangible assets:
Goodwill			134,206
Other intangible assets			462,169
Other assets			147,180
Total assets			1,125,843

 

 

LIABILITIES
Deposits:
In domestic offices			-0-
Noninterest-bearing			-0-
Interest-bearing			-0-
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			-0-
Securities sold under agreements to repurchase			-0-
Trading liabilities			-0-
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			-0-
Not applicable
Not applicable
Subordinated notes and debentures			-0-
Other liabilities			173,588
Total liabilities			173,588
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			500
Surplus (exclude all surplus related to preferred stock)			850,876
Retained earnings			100,879
Accumulated other comprehensive income			-0-
Other equity capital components			-0-
Total bank equity capital
Noncontrolling (minority) interests in			952,255
consolidated subsidiaries			-0-
Total equity capital			952,255
Total liabilities and equity capital			1,125,843

 

 

I, Greg Brandt, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

 

 

Greg Brandt

 

Greg Brandt

Assistant Controller

 

 

 

Exhibit 25.3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM T-1

 

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

 

NEW YORK	13-4941247
(Jurisdiction of Incorporation or	(I.R.S. Employer
organization if not a U.S. national bank)	Identification no.)
1 COLUMBUS CIRCLE
NEW YORK, NEW YORK	10019
(Address of principal	(Zip Code)
executive offices)

 

Deutsche Bank Trust Company Americas

1 Columbus Circle

New York, New York 10019

(212) 250 – 2500

(Name, address and telephone number of agent for service)

 

 

LYB INTERNATIONAL FINANCE II B.V.

(Exact name of obligor as specified in its charter)

 

The Netherlands	98-1287217
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
Delftseplein 27E
3013AA Rotterdam
(Address of principal executive offices)

 

 

LyondellBasell Industries N.V.

(Exact name of obligor as specified in its charter)

 

The Netherlands	98-0646235
(State or other jurisdiction of
incorporation or organization)
4th Floor, One Vine Street	(I.R.S. Employer
London, W1J0AH	Identification No.)
The United Kingdom
(Address of principal executive offices)

 

Debt Securities

(Title of the Indenture securities)

 

 

 

Item 1. General Information.

 

Furnish the following information as to the trustee.

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

	Name	Address
	Federal Reserve Bank (2nd District)	New York, NY
	Federal Deposit Insurance Corporation	Washington, D.C.
	New York State Banking Department	Albany, NY

 

 

	(b)	Whether it is authorized to exercise corporate trust powers.
		Yes.

 

Item 2. Affiliations with Obligor.

 

If the obligor is an affiliate of the Trustee, describe each such affiliation.

 

None.

 

Item 3. -15.            Not Applicable

 

Item 16.                  List of Exhibits.

 

Exhibit 1 -		Restated Organization Certificate of Bankers Trust Company dated August 6, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 16, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 -		Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 4 -		A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated March 2, 2023 (see attached).
Exhibit 5 -		Not applicable.
Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 7 -		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8 -		Not Applicable.
Exhibit 9 -		Not Applicable.

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 12^th day of December, 2024.

 

	DEUTSCHE BANK TRUST COMPANY AMERICAS
		/s/ Sebastian Hidalgo
	By:	Name:	Sebastian Hidalgo
		Title:	Assistant Vice President

 

 

Exhibit 4

 

AMENDED AND RESTATED

BY-LAWS

OF

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

ARTICLE I

 

STOCKHOLDERS

 

Section 1.01. Annual Meeting. The annual meeting of the stockholders of Deutsche Bank Trust Company Americas (the “Company”) shall be held in the City of New York within the State of New York within the first four months of the Company’s fiscal year, on such date and at such time and place as the board of directors of the Company (“Board of Directors” or “Board”) may designate in the call or in a waiver of notice thereof, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

 

Section 1.02. Special Meetings. Special meetings of the stockholders of the Company may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five percent (25%) of the shares of stock of the Company issued and outstanding and entitled to vote, at such times. If for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the Company, the Board of Directors shall call a special meeting for the election of directors within two weeks after the expiration of such period; otherwise, holders of record of ten percent (10%) of the shares of stock of the Company entitled to vote in an election of directors may, in writing, demand the call of a special meeting at the office of the Company for the election of directors, specifying the date and month thereof, but not less than two nor more than three months from the date of such call. At any such special meeting called on demand of stockholders, the stockholders attending, in person or by proxy, and entitled to vote in an election of directors shall constitute a quorum for the purpose of electing directors, but not for the transaction of any other business.

 

Section 1.03. Notice of Meetings. Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than 10 nor more than 50 days before the date of such meeting (or any other action) to each stockholder of record entitled to vote, at his post office address appearing upon the records of the Company or at such other address as shall be furnished in writing by him to the Secretary of the Company for such purpose. Such further notice shall be given as may be required by law or by these By-Laws. Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

 

Section 1.04. Quorum. The holders of record of at least a majority of the shares of the stock of the Company issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law, by the Company’s Organization Certificate or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.

 

Section 1.05. Organization of Meetings. Meetings of the stockholders shall be presided over by the Chairman of the Board or, if he is not present, by the President or, if he is not present, by a chairman to be chosen at the meeting. The Secretary of the Company, or in his absence an Assistant Secretary, shall act as secretary of the meeting, if present.

 

 

Section 1.06. Voting. At each meeting of stockholders, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his name on the records of the Company. Elections of directors shall be determined by a plurality of the votes cast thereat and, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.

 

At all elections of directors, the voting shall be by ballot or in such other manner as may be determined by the stockholders present in person or by proxy entitled to vote at such election.

 

Section 1.07. Action by Consent. Except as may otherwise be provided in the Company’s Organization Certificate, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by all the holders of record of shares of the stock of the Company, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

 

ARTICLE II

 

DIRECTORS

 

Section 2.01. Chairman of the Board. Following the election of the Board of Directors at each annual meeting, the elected Board shall appoint one of its members as Chairman. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders, and he shall perform such other duties and have such other powers as from time to time may be prescribed by the Board of Directors.

 

Section 2.02. Lead Independent Director. Following the election of the Board of Directors at each annual meeting, the elected Board may appoint one of its independent members as its Lead Independent Director. When the Chairman of the Board is not present at a meeting of the Board of Directors, the Lead Independent Director, if there be one, shall preside.

 

Section 2.03. Director Emeritus. The Board of Directors may from time to time elect one or more Directors Emeritus. Each Director Emeritus shall be elected for a term expiring on the date of the regular meeting of the Board of Directors following the next annual meeting. No Director Emeritus shall be considered a "director" for purposes of these By-Laws or for any other purpose.

 

Section 2.04. Powers, Number, Quorum, Term, Vacancies, Removal. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Company’s Organization Certificate or by these By-Laws required to be exercised or done by the stockholders.

 

The number of directors may be changed by a resolution passed by a majority of the members of the Board of Directors or by a vote of the holders of record of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote, but at all times the Board of Directors must consist of not less than seven nor more than thirty directors. No more than one-third of the directors shall be active officers or employees of the Company. At least one-half of the directors must be citizens of the United States at the time of their election and during their continuance in office.

 

 

Except as otherwise required by law, rule or regulation, or by the Company’s Organization Certificate, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors, or such committee, as applicable. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or video, or other similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Whether or not a quorum shall be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time; notice of the adjourned meeting shall be given to the directors who were not present at the time of the adjournment, but if the time and place of the adjourned meeting are announced, no additional notice shall be required to be given to the directors present at the time of adjournment.

 

Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified. Director vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.

 

Any one or more of the directors of the Company may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Company, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.

 

Section 2.05. Meetings, Notice. Meetings of the Board of Directors shall be held at such place either within or without the State of New York, as may from time to time be fixed by resolution of the Board, or as may be specified in the call or in a waiver of notice thereof. Regular meetings of the Board of Directors and its Executive Committee shall be held as often as may be required under applicable law, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board or the President, by oral, telegraphic or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.

 

Section 2.06. Compensation. The Board of Directors may determine, from time to time, the amount of compensation, which shall be paid to its members. The Board of Directors shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. The Board of Directors shall also have power, in its discretion, to provide for and pay to directors rendering services to the Company not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.

 

ARTICLE III

 

COMMITTEES

 

Section 3.01. Executive Committee. There shall be an Executive Committee of the Board who shall be appointed annually by resolution adopted by the majority of the entire Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Executive Committee as the Executive Committee from time to time may designate shall preside at such meetings.

 

 

Section 3.02. Audit and Fiduciary Committee. There shall be an Audit and Fiduciary Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of independent directors, as may from time to time be fixed by the Audit and Fiduciary Committee charter adopted by the Board of Directors.

 

Section 3.03. Other Committees. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.

 

Section 3.04. Limitations. No committee shall have the authority as to the following matters: (i) the submission to stockholders of any action that needs stockholders' authorization under New York Banking Law; (ii) the filling of vacancies in the Board of Directors or in any such committee; (iii) the fixing of compensation of the directors for serving on the Board of Directors or on any committee; (iv) the amendment or repeal of these By-Laws, or the adoption of new by-laws; (v) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable; or (vi) the taking of action which is expressly required by any provision of New York Banking Law to be taken at a meeting of the Board of Directors or by a specified proportion of the directors.

 

ARTICLE IV

 

OFFICERS

 

Section 4.01. Titles and Election. The officers of the Company, who shall be chosen by the Board of Directors within twenty-five days after each annual meeting of stockholders, shall be a President, Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Treasurer, Secretary, and a General Auditor. The Board of Directors from time to time may elect one or more Managing Directors, Directors, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it shall deem necessary, and may define their powers and duties. Any number of offices may be held by the same person, except the offices of President and Secretary.

 

Section 4.02. Terms of Office. Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.

 

Section 4.03. Removal. Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.

 

Section 4.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 4.05. Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

 

 

Section 4.06. President. The President shall have general authority to exercise all the powers necessary for the President of the Company. In the absence of the Chairman and the Lead Independent Director, the President shall preside at all meetings of the Board of Directors and of the stockholders. The President shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the president of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.

 

Section 4.07. Chief Executive Officer. Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Company. The Chief Executive Officer shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Company; he shall appoint and discharge employees and agents of the Company (other than officers elected by the Board of Directors); he shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the chief executive officer of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.

 

Section 4.08. Chief Risk Officer. The Chief Risk Officer shall have the responsibility for the risk management and monitoring of the Company. The Chief Risk Officer shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to his office and as from time to time may otherwise be prescribed by the Board of Directors.

 

Section 4.09. Chief Financial Officer. The Chief Financial Officer shall have the responsibility for reporting to the Board of Directors on the financial condition of the Company, preparing and submitting all financial reports required by applicable law, and preparing annual financial statements of the Company and coordinating with qualified third party auditors to ensure such financial statements are audited in accordance with applicable law.

 

Section 4.10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys, and other valuable effects in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it an account of all his transactions as Treasurer and of the financial condition of the Company.

 

Section 4.11. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of proceedings in records or books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors and shall perform such other duties and have such other powers as may be incident to the office of the secretary of a corporation and as from time to time may otherwise be prescribed by the Board of Directors. The Secretary shall have and be the custodian of the stock records and all other books, records and papers of the Company (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.

 

 

Section 4.12. General Auditor. The General Auditor shall be responsible, through the Audit and Fiduciary Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit and Fiduciary Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit and Fiduciary Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit and Fiduciary Committee may request.

 

Section 4.13. Managing Directors, Directors and Vice Presidents. If chosen, the Managing Directors, Directors and Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. Such Managing Directors, Directors and Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and they shall perform such other duties and have such other powers as may be incident to their respective offices and as from time to time may be prescribed by the Board of Directors or the President.

 

Section 4.14. Duties of Officers may be Delegated. In case of the absence or disability of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer.

 

ARTICLE V

 

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

 

Section 5.01. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made or threatened to be made a party to an action or proceeding (other than one by or in the right of the Company to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company served in any capacity at the request of the Company, by reason of the fact that such person, his or her testator or intestate, was a director or officer of the Company, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, and had no reasonable cause to believe that such person’s conduct was unlawful.

 

 

Section 5.02. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made, or threatened to be made, a party to an action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person, his or her testator or intestate, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, except that no indemnification under this Section 5.02 shall be made in respect of (a) a threatened action, or a pending action which is settled or otherwise disposed of, or (b) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

 

Section 5.03. Authorization of Indemnification. Any indemnification under this Article V (unless ordered by a court) shall be made by the Company only if authorized in the specific case (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be; or (ii) if a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be, has been met by such director or officer; or (y) by the stockholders upon a finding that the director or officer has met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be. A person who has been successful on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Sections 5.01 or 5.02, shall be entitled to indemnification as authorized in such section.

 

Section 5.04. Good Faith Defined. For purposes of any determination under Section 5.03, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 5.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be.

 

Section 5.05. Serving an Employee Benefit Plan on behalf of the Company. For the purpose of this Article V, the Company shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

 

 

Section 5.06. Indemnification upon Application to a Court. Notwithstanding the failure of the Company to provide indemnification and despite any contrary resolution of the Board or stockholders under Section 5.03, or in the event that no determination has been made within ninety days after receipt of the Company of a written claim therefor, upon application to a court by a director or officer, indemnification shall be awarded by a court to the extent authorized in Section 5.01 or Section 5.02. Such application shall be upon notice to the Company. Neither a contrary determination in the specific case under Section 5.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.

 

Section 5.07. Expenses Payable in Advance. Subject to the other provisions of this Article V, and subject to applicable law, expenses incurred in defending a civil or criminal action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount (i) if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V, (ii) where indemnification is granted, to the extent expenses so advanced by the Company or allowed by a court exceed the indemnification to which such person is entitled and (iii) upon such other terms and conditions, if any, as the Company deems appropriate. Any such advancement of expenses shall be made in the sole and absolute discretion of the Company only as authorized in the specific case upon a determination made, with respect to a person who is a director or officer at the time of such determination, (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding, or (ii) if a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel or (y) by the stockholders and, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Company. Without limiting the foregoing, the Company reserves the right in its sole and absolute discretion to revoke at any time any approval previously granted in respect of any such request for the advancement of expenses or to, in its sole and absolute discretion, impose limits or conditions in respect of any such approval.

 

Section 5.08. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses granted pursuant to, or provided by, this Article V shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled whether contained in the Company’s Organization Certificate, these By-Laws or, when authorized by the Organization Certificate or these By-Laws, (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this Article V shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

 

Section 5.09. Insurance. Subject to the other provisions of this Article V, the Company may purchase and maintain insurance (in a single contract or supplement thereto, but not in a retrospective rated contract): (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this Article V, (ii) to indemnify directors and officers in instances in which they may be indemnified by the Company under the provisions of this Article V and applicable law, and (iii) to indemnify directors and officers in instances in which they may not otherwise be indemnified by the Company under the provisions of this Article V, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York Superintendent of Financial Services, for a retention amount and for co-insurance. Notwithstanding the foregoing, any such insurance shall be subject to the provisions of, and the Company shall comply with the requirements set forth in, Section 7023 of the New York State Banking Law.

 

 

Section 5.10. Limitations on Indemnification and Insurance. All indemnification and insurance provisions contained in this Article V are subject to any limitations and prohibitions under applicable law, including but not limited to Section 7022 (with respect to indemnification, advancement or allowance) and Section 7023 (with respect to insurance) of the New York State Banking Law and the Federal Deposit Insurance Act (with respect to administrative proceedings or civil actions initiated by any federal banking agency). Notwithstanding anything contained in this Article V to the contrary, no indemnification, advancement or allowance shall be made (i) to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (ii) in any circumstance where it appears (a) that the indemnification would be inconsistent with a provision of the Company’s Organization Certificate, these By-Laws, a resolution of the Board or of the stockholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) if there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.

 

Notwithstanding anything contained in this Article V to the contrary, but subject to any requirements of applicable law, (i) except for proceedings to enforce rights to indemnification (which shall be governed by Section 5.06), the Company shall not be obligated to indemnify any director or officer (or his testators intestate) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Company, (ii) with respect to indemnification or advancement of expenses relating to attorneys’ fees under this Article V, counsel for the present or former director or officer must be reasonably acceptable to the Company (and the Company may, in its sole and absolute discretion, establish a panel of approved law firms for such purpose, out of which the present or former director or officer could be required to select an approved law firm to represent him), (iii) indemnification in respect of amounts paid in settlement shall be subject to the prior consent of the Company (not to be unreasonably withheld), (iv) any and all obligations of the Corporation under this Article V shall be subject to applicable law, (v) in no event shall any payments pursuant to this Article V be made if duplicative of any indemnification or advancement of expenses or other reimbursement available to the applicable director or officer (other than for coverage maintained by such person in his individual capacity), and (vi) no indemnification or advancement of expenses shall be provided under these By-Laws to any person in respect of any expenses, judgments, fines or amounts paid in settlement to the extent incurred by such person in his capacity or position with another entity (including, without limitation, an entity that is a stockholder of the Company or any of the branches or affiliates of such stockholder), except as expressly provided in these By-Laws in respect of such person’s capacity and position as a director or officer of the Company or such person is a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

 

Section 5.11. Indemnification of Other Persons. The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses (whether pursuant to an adoption of a policy or otherwise) to employees and agents of the Company (whether similar to those conferred in this Article V upon directors and officers of the Company or on other terms and conditions authorized from time to time by the Board of Directors), as well as to employees of direct and indirect subsidiaries of the Company and to other persons (or categories of persons) approved from time to time by the Board of Directors.

 

 

Section 5.12. Repeal. Any repeal or modification of this Article V shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Company existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

 

ARTICLE VI

 

CAPITAL STOCK

 

Section 6.01. Certificates. The interest of each stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the President or a Managing Director or a Director or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Company or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe. Where any such certificate is countersigned by a transfer agent other than the Company or its employee, or registered by a registrar other than the Company or its employee, the signature of any such officer may be a facsimile signature. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation, retirement, disqualification, removal or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.

 

Section 6.02. Transfer. The shares of stock of the Company shall be transferred only upon the books of the Company by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

 

Section 6.03. Record Dates. The Board of Directors may fix in advance a date, not less than 10 nor more than 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.

 

Section 6.04. Lost Certificates. In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Board of Directors may authorize the issuance of a new certificate of the same tenor and for the same number of shares in lieu thereof. The Board may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary and to give the Company a bond in such reasonable sum as it directs to indemnify the Company.

 

 

ARTICLE VII

 

CHECKS, NOTES, ETC.

 

Section 7.01. Checks, Notes, Etc. All checks and drafts on the Company's bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by the President or any Managing Director or any Director or any Vice President and may also be signed by such other officer or officers, agent or agents, as shall be thereunto authorized from time to time by the Board of Directors.

 

ARTICLE VIII

 

MISCELLANEOUS PROVISIONS

 

Section 8.01. Fiscal Year. The fiscal year of the Company shall be from January 1 to December 31, unless changed by the Board of Directors.

 

Section 8.02. Books. There shall be kept at such office of the Company as the Board of Directors shall determine, within or without the State of New York, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.

 

Section 8.03. Voting of Stock. Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Company, other than stock of the Company, shall be voted, in person or by proxy, by the President or any Managing Director or any Director or any Vice President of the Company on behalf of the Company.

 

ARTICLE IX

 

AMENDMENTS

 

Section 9.01. Amendments. The vote of the holders of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws. These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board, provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.

 

Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Company issued and outstanding and entitled to vote are present at such meeting.

 

 

Exhibit 25.4

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)  [___]

 

 

Computershare Trust Company, National Association

(Exact name of trustee as specified in its charter)

 

National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	04-3401714 (I.R.S. Employer Identification Number)
150 Royall Street, Canton, MA (Address of principal executive offices)	02021 (Zip Code)
Law Department Computershare Trust Company, National Association 150 Royall Street, Canton, MA 02021 (781) 575-2000 (Name, address and telephone number of agent for service)

 

 

LYB INTERNATIONAL FINANCE III, LLC

(Exact name of obligor as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)	81-5180761 (I.R.S. Employer Identification Number)
1221 McKinney St. Houston, Texas USA (Address of principal executive offices)	77010 (Zip Code)

 

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of obligor as specified in its charter)

 

The Netherlands (State or other jurisdiction of incorporation or organization)	98-0646235 (I.R.S. Employer Identification Number)
4th Floor, One Vine Street London, W1J0AH The United Kingdom (Address of principal executive offices)	(Zip Code)

 

 

Debt Securities

(Title of the indenture securities)

 

 

 

Item 1.

General Information. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of the Currency

340 Madison Avenue, 4^th Floor

New York, NY 10017-2613

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2.

Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.

 

None.

 

Items 3-15.

No responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, neither the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15.

 

Item 16.

List of exhibits. List below all exhibits filed as a part of this statement of eligibility.

 

1.            A copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-200089).

 

2.            A copy of the certificate of authority of the trustee to commence business.

 

3.            A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.

 

4.            A copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-200089).

 

5.            Not applicable

 

6.            The consent of the Trustee required by Section 321(b) of the Act.

 

7.            A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

8.            Not applicable

 

9.            Not applicable

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 26th day of November, 2024.

 

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	By:	/s/ Raymond Delli Colli
		Name: Raymond Delli Colli
		Title:   Vice President

 

 

EXHIBIT 2

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Computershare Trust Company, National Association, dated November 4, 2024.

 

 

 

 

EXHIBIT 3

 

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association, dated November 4, 2024.

 

 

 

 

EXHIBIT 6

 

CONSENT OF THE TRUSTEE

 

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

 

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	By:	/s/ Raymond Delli Colli
		Title: Vice President
November 26, 2024

 

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

 

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

 

150 Royall Street, Canton, MA 02021
at the close of business June 30, 2024.

 

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			4,112
Interest-bearing balances			370,129
Securities:
Held-to-maturity securities			-0-
Available-for-sale securities			-0-
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			-0-
Securities purchased under agreements to resell			-0-
Loans and lease financing receivables:
Loans and leases held for sale			-0-
Loans and leases, net of unearned income			-0-
LESS: Allowance for loan and lease losses			-0-
Loans and leases, net of unearned income and allowance			-0-
Trading assets			-0-
Premises and fixed assets (including capitalized leases)			8,047
Other real estate owned			-0-
Investments in unconsolidated subsidiaries and associated companies			-0-
Direct and indirect investments in real estate ventures			-0-
Intangible assets:
Goodwill			134,206
Other intangible assets			462,169
Other assets			147,180
Total assets			1,125,843

 

 

LIABILITIES
Deposits:
In domestic offices			-0-
Noninterest-bearing			-0-
Interest-bearing			-0-
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic  offices			-0-
Securities sold under agreements to repurchase			-0-
Trading liabilities			-0-
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			-0-
Not applicable
Not applicable
Subordinated notes and debentures			-0-
Other liabilities			173,588
Total liabilities			173,588
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			500
Surplus (exclude all surplus related to preferred stock)			850,876
Retained earnings			100,879
Accumulated other comprehensive income			-0-
Other equity capital components			-0-
Total bank equity capital			952,255
Noncontrolling (minority) interests in consolidated subsidiaries			-0-
Total equity capital			952,255
Total liabilities and equity capital			1,125,843

 

 

I, Greg Brandt, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Greg Brandt

 

Greg Brandt

Assistant Controller

 

 

 

Exhibit 25.5

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM T-1

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)            ¨

 

 

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

	95-3571558
(Jurisdiction of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
333 South Hope Street
Suite 2525
Los Angeles, California	90071
(Address of principal executive offices)	(Zip code)

 

 

LYB INTERNATIONAL FINANCE III, LLC

(Exact name of obligor as specified in its charter)

 

Delaware	81-5180761
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1221 McKinney St.
Houston, Texas	77010
(Address of principal executive offices)	(Zip code)

 

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

 

The Netherlands	98-0646235
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
4th Floor, One Vine Street
London, W1J0AH
The United Kingdom
(Address of principal executive offices)	(Zip code)

 

 

Senior Debt Securities

and Guarantees of Senior Debt Securities

(Title of the indenture securities)

 

 

 

1.	General information. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

	Name		Address
	Comptroller of the Currency United States Department of the Treasury		Washington, DC 20219
	Federal Reserve Bank		San Francisco, CA 94105
	Federal Deposit Insurance Corporation		Washington, DC 20429

  

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.	Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.	List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2.

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

3.

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

 

 

4.

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

 

6.

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, and State of Florida, on the 3rd day of December, 2024.

 

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	By:	/s/ J.L. Gillis
		Name:	Jennifer Gillis
		Title:	Vice President

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

 

At the close of business September 30, 2024, published in accordance with Federal regulatory authority instructions.

 

		Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			26,798
Interest-bearing balances			301,825
Securities:
Held-to-maturity securities			0
Available-for-sale debt securities			525
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases held for investment			0
LESS: Allowance for credit losses on loans and leases			0
Loans and leases held for investment, net of allowance			0
Trading assets			0
Premises and fixed assets (including right-of-use assets)			10,600
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Direct and indirect investments in real estate ventures			0
Intangible assets			856,313
Other assets			95,524
Total assets		$	1,291,585

 

 

LIABILITIES
Deposits:
In domestic offices			1,118
Noninterest-bearing			1,118
Interest-bearing			0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			257,847
Total liabilities			258,965
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			107,099
Not available
Retained earnings			924,518
Accumulated other comprehensive income			3
Other equity capital components			0
Not available
Total bank equity capital			1,032,620
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,032,620
Total liabilities and equity capital			1,291,585

 

I, Shana Quinn, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Shana Quinn

)

CFO

 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

	Kevin C. Weeks, President	)
	Cathleen Sokolowski, Managing Director	)	Directors (Trustees)
	Jon M. Pocchia, Senior Director	)

 

 

v3.24.3

Submission	Dec. 11, 2024
Submission [Line Items]
Central Index Key	0001489393
Registrant Name	LyondellBasell Industries N.V.
Form Type	S-3
Submission Type	S-3ASR
Fee Exhibit Type	EX-FILING FEES

v3.24.3

Offerings	Dec. 11, 2024 USD ($)
Offering: 1
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Equity
Security Class Title	Ordinary shares, par value EUR0.04 per share, of LyondellBasell Industries N.V.
Fee Rate	0.01531%
Offering Note	1.a) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. 1.b) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fees, which will be paid in advance or on a pay-as-you-go basis.
Offering: 2
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Debt
Security Class Title	LyondellBasell Industries N.V. Debt Securities
Fee Rate	0.01531%
Offering Note	See Offering Note 1.
Offering: 3
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Other
Security Class Title	Warrants of LyondellBasell Industries N.V.
Fee Rate	0.01531%
Offering Note	See Offering Note 1.
Offering: 4
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Other
Security Class Title	LyondellBasell Industries N.V. Guarantee of LYB International Finance B.V. Debt Securities
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	4.a) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. 4.b) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee for the guarantees is payable.
Offering: 5
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Other
Security Class Title	LyondellBasell Industries N.V. Guarantee of LYB International Finance II B.V. Debt Securities
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	See Offering Note 4.
Offering: 6
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Other
Security Class Title	LyondellBasell Industries N.V. Guarantee of LYB International Finance III, LLC Debt Securities
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	See Offering Note 4.
Offering: 7
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Other
Security Class Title	Units of LyondellBasell Industries N.V.
Fee Rate	0.01531%
Offering Note	7.a) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. 7.b) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fees, which will be paid in advance or on a pay-as-you-go basis. 7.c) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
Offering: 8
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Debt
Security Class Title	LYB International Finance B.V. Debt Securities
Fee Rate	0.01531%
Offering Note	See Offering Note 1.
Offering: 9
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Other
Security Class Title	LYB International Finance B.V. Guarantee of LyondellBasell Industries N.V. Debt Securities
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	See Offering Note 4.
Offering: 10
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Other
Security Class Title	Units of LYB International Finance B.V.
Fee Rate	0.01531%
Offering Note	See Offering Note 7.
Offering: 11
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Debt
Security Class Title	LYB International Finance II B.V. Debt Securities
Fee Rate	0.01531%
Offering Note	See Offering Note 1.
Offering: 12
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Other
Security Class Title	LYB International Finance II B.V. Guarantee of LyondellBasell Industries N.V. Debt Securities
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	See Offering Note 4.
Offering: 13
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Other
Security Class Title	Units of LYB International Finance II B.V.
Fee Rate	0.01531%
Offering Note	See Offering Note 7.
Offering: 14
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Debt
Security Class Title	LYB International Finance III, LLC Debt Securities
Fee Rate	0.01531%
Offering Note	See Offering Note 1.
Offering: 15
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Other
Security Class Title	LYB International Finance III, LLC Guarantee of LyondellBasell Industries N.V. Debt Securities
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	See Offering Note 4.
Offering: 16
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Other
Security Class Title	Units of LYB International Finance III, LLC
Fee Rate	0.01531%
Offering Note	See Offering Note 7.

v3.24.3

Fees Summary	Dec. 11, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 0.00
Previously Paid Amount	0.00
Total Fee Amount	0.00
Total Offset Amount	0.00
Net Fee	$ 0.00

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