LyondellBasell Industries N.V. (LYB) filed a Form 8K - Entry
Into a Definitive Agreement - with the U.S Securities and Exchange
Commission on March 10, 2015.
LyondellBasell Industries N.V. (the "Company") has entered into
an Amended and Restated Nomination Agreement (the "Amendment"),
dated March 10, 2015, with AI International Chemicals S. .R.L., an
affiliate of Access Industries ("Access"). The Amendment amends and
restates the Nomination Agreement, dated April 30, 2010, entered
into between the Company and Access (the "Original Agreement"), a
copy of which was filed as Exhibit 4.5 to the Company's Amendment
No. 2 to Form 10 July 26, 2010.
The Amendment was entered into to clarify the share ownership
Access must have to allow it to nominate individuals to the
Company's Supervisory Board. The Original Agreement stated that
Access had the right to nominate one individual to the Supervisory
Board as long as it owned five percent (5%) or more of the
Company's issued share capital; two individuals as long as it owned
twelve percent (12%) or more of issued share capital; and three
individuals as long as it owned eighteen percent (18%) or more of
issued share capital. The Amendment clarifies that the percentage
of shares owned by Access in determining its nomination rights is
based on Access' percentage of the Company's voting shares and
therefore uses the term "outstanding shares" rather than "issued
share capital," which could include shares held by the Company in
treasury in addition to shares outstanding.
Two of the current eleven members of the Company's Supervisory
Board, Stephen F. Cooper and Robin Buchanan, were nominated by
Access pursuant to the Original Agreement. Based on the number of
Company's shares currently outstanding and the number of shares
currently held by Access, it has the right to nominate a third
director pursuant to the Amendment.
The foregoing is a summary of the material terms of the
Amendment. Reference should be made to the full text of the
Original Agreement and the Amendment, which is filed herewith as
Exhibit 10.1, for a complete understanding of its terms.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1489393/000119312515094084/d889984d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1489393/000119312515094084/0001193125-15-094084-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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