Second Amended and Restated Nomination Agreement, dated June 1, 2018, between AI International Chemicals S. R.L. and LyondellBasell Industries N.V

Exhibit 10.1

SECOND AMENDED AND

RESTATED NOMINATION

AGREEMENT

between

AI INTERNATIONAL CHEMICALS S.à R.L.

and

LYONDELLBASELL INDUSTRIES N.V.

In relation to the nomination of the

members of the Board of Directors

TABLE OF CONTENTS

SECOND AMENDED AND

RESTATED NOMINATION

AGREEMENT

THE UNDERSIGNED:

RECITALS

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HEREBY AGREE AS FOLLOWS:

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In this Agreement, unless the context dictates otherwise:

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In the event that a provision of this Agreement is null and void or unenforceable (either in whole or in part), the remainder of this Agreement shall continue to be effective to the extent that, given this Agreement’s substance and purpose, such remainder is not inextricably related to the null and void or unenforceable provision. The Parties shall make every effort to reach agreement on a new clause whose effect differs as little as possible from the null and void or unenforceable provision, taking into account the substance and purpose of this Agreement.

No amendment to this Agreement shall have any force or effect unless it is in writing and signed by both Parties.

This Agreement contains the entire agreement between the Parties with respect to the subject matter covered hereby and supersedes all earlier agreements and understandings, whether oral, written or otherwise, between the Parties.

To the extent permitted by law, the Parties hereby waive their rights under Articles 6:265 to 6:272 inclusive of the Civil Code to rescind (ontbinden), or demand in legal proceedings the total or partial rescission (ontbinding) of this Agreement or to nullify this Agreement because of error (dwaling).

The Investor may assign this Agreement in whole but not in part to any of its Affiliates. Except for such assignments to Affiliates, the Investor may not transfer or assign this Agreement or any of its rights hereunder. Any transfer or assignment in violation of this Agreement shall be null and void and of no force and effect.

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Without prejudice to Clause 7.7, in the event that (i) a Three Director Investor becomes a Two Director Investor, (ii) a Three Director Investor becomes a One Director Investor, or (iii) a Two Director Investor becomes a One Director Investor (in each case, because such Investor, together with its Affiliates, ceases to hold directly or indirectly the requisite amount of the Outstanding Shares of LBI set forth in Clause 4 of this Agreement), such Investor shall notify LBI within three Business Days of such event and, promptly following the written request of the Nominating and Governance Committee of the Board, shall cause one or more of the nominees of the Investor, as applicable, to execute and deliver a resignation which shall be effective with respect to LBI on the date of such resignation and shall not permit any such nominee or nominees to revoke any such resignation.

In the event that (i) a One Director Investor becomes a Two Director Investor, (ii) a One Director Investor becomes a Three Director Investor, (iii) a Two Director Investor becomes a Three Director Investor (in each case, because such Investor, together with its Affiliates, acquires directly or indirectly the requisite amount of the Outstanding Shares of LBI set forth in Clause 4 of this Agreement), or (iv) a nominee of the Investor on the Board resigns his position as non-executive member of the Board or otherwise terminates his non-executive membership on the Board, such Investor shall notify LBI within three Business Days of such event and, as soon as commercially practicable following the written request of the Investor, LBI shall use its reasonable best efforts to cause the Board to take all of the actions that are necessary to ensure that the Investor is able to nominate to the Board the number of non-executive members indicated in Clause 4 of this Agreement so that the relevant nominee is, or nominees are, appointed to the Board within the shortest possible period of time (including, for the avoidance of doubt, the increase of the number of Board members, the appointment of additional independent Board members to ensure compliance with applicable listing standards, and the appointment of the Investor’s nominee in accordance with Clause 7.11); provided, however, that the failure of such Investor to so notify LBI within three Business Days shall not affect such Investor’s rights to nominate persons for appointment as non-executive members of the Board pursuant to this Agreement. For the avoidance of doubt, if the appointment of the Investor’s nominee(s) pursuant to this Clause 7.9 would cause the Board to fail to have a majority of independent members under the applicable listing standards, the appointment of such Investor’s nominee(s) may be delayed for up to ninety (90) days in order to select and appoint a sufficient number of independent Board members so that, upon the appointment of such Investor nominee(s), the Board will be comprised of a majority of independent members.

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As soon as practicable after the date on which the right to nominate one or more members to the Board arises, the Investor shall submit to LBI all personal details LBI reasonably requires in connection with the appointment of a Board member. Following such submission, LBI shall use its reasonable best efforts to cause the Board to take all of the actions to appoint the relevant nominee or nominees as soon as practicable to the Board in accordance with the provisions of Article 2:134 (4) of the Civil Code and article 15.2 of the Articles, which appointment shall terminate on the date of the next general meeting of shareholders of LBI, on which date the relevant nominee or nominees shall be nominated for (re)appointment to the Board. If any Investor nominee, for any reason, is not appointed to the Board during a general meeting of the shareholders of LBI, the Investor shall as soon as practicable put forward another nominee who shall be appointed to the Board by the Board in accordance with the provisions of Article 2:134 (4) of the Civil Code and article 15.2 of the Articles, which appointment shall terminate on the date of the then following general meeting of shareholders of LBI, on which date an Investor nominee shall be nominated for appointment to the Board.

In the event the Investor, together with its Affiliates, holds directly or indirectly 5% or more of the Outstanding Shares of LBI, the Investor can require the Board to call (and LBI shall use its reasonable best efforts to cause to occur) a general meeting of shareholders at the shortest practicable notice in the event the ability to appoint an additional member of the Board pursuant to Clauses 7.9 and 7.10 above would not be permitted pursuant to the provisions of Article 2:134 (4) of the Civil Code and article 15.2 of the Articles.

This Agreement shall be exclusively governed by and construed in accordance with the laws of The Netherlands, without regard to any conflict of law rules under Dutch private international law.

All disputes arising in connection with this Agreement shall be finally settled in accordance with the arbitration rules of The Netherlands Arbitration Institute (NAI). The arbitral tribunal shall be composed of three (3) arbitrators: one selected by LBI, one selected by the Investor and the third agreed upon by the first two selected arbitrators. The place of arbitration shall be Amsterdam. The arbitral procedures shall be conducted in the English language. Consolidation of the arbitral proceedings with other arbitral proceedings pending in The Netherlands, as provided in Article 1046 of The Netherlands Code of Civil Procedure, is excluded.

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Signed on this 1st day of June 2018

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