Form 8.3 - INTERNATIONAL PAPER COMPANY

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR

MORE

Rule 8.3 of the Takeover Code (the "Code")

1.

KEY INFORMATION

(a)

Full name of discloser:

Barclays PLC.

(b)

Owner or controller of interest and short

positions disclosed, if different from 1(a):

(c)

Name of offeror/offeree in relation to whose

INTERNATIONAL PAPER COMPANY

relevant securities this form relates:

(d)

If an exempt fund manager connected with an

offeror/offeree, state this and specify identity of

offeror/offeree:

(e)

Date position held/dealing undertaken:

21 Jan 2025

(f)

In addition to the company in 1(c) above, is the discloser making

YES:

disclosures in respect of any other party to the offer?

DS SMITH PLC

2.

POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)

Interests and short positions in the relevant securities of the offeror or offeree

to which the disclosure relates following the dealing(if any)

Class of relevant security:

common stock

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

and/or controlled:

700,678

0.20%

648,203

0.19%

(2)

Cash-settled derivatives:

and/or controlled:

544,466

0.16%

13,660

0.00%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

0

0.00%

35,000

0.01%

TOTAL:

1,245,144

0.36%

696,863

0.20%

(b)

Rights to subscribe for new securities (including directors and other executive

options)

Class of relevant security in relation to

which subscription right exists

Details, including nature of the rights

concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant

Purchase/sale

Number of

Price per unit

security

securities

common stock

Purchase

180,866

58.2928 USD

common stock

Purchase

68,470

58.4800 USD

common stock

Purchase

30,028

58.2683 USD

common stock

Purchase

22,052

58.0516 USD

common stock

Purchase

18,903

57.9052 USD

common stock

Purchase

16,233

57.4214 USD

common stock

Purchase

12,850

58.0513 USD

common stock

Purchase

11,467

57.8985 USD

common stock

Purchase

11,068

58.4736 USD

common stock

Purchase

8,300

57.8961 USD

common stock

Purchase

8,100

57.4361 USD

common stock

Purchase

6,772

57.9921 USD

common stock

Purchase

6,574

57.5688 USD

common stock

Purchase

6,517

58.1910 USD

common stock

Purchase

6,439

58.4691 USD

common stock

Purchase

5,378

57.5611 USD

common stock

Purchase

5,079

58.3308 USD

common stock

Purchase

4,905

57.9648 USD

common stock

Purchase

4,087

58.2072 USD

common stock

Purchase

3,064

57.8422 USD

common stock

Purchase

2,217

57.6886 USD

common stock

Purchase

1,784

57.5671 USD

common stock

Purchase

1,625

57.8903 USD

common stock

Purchase

1,370

58.2737 USD

common stock

Purchase

1,084

57.9251 USD

common stock

Purchase

1,000

58.1300 USD

common stock

Purchase

1,000

58.1500 USD

common stock

Purchase

998

58.1442 USD

common stock

Purchase

976

57.5729 USD

common stock

Purchase

966

58.0769 USD

common stock

Purchase

935

58.1972 USD

common stock

Purchase

687

58.2940 USD

common stock

Purchase

669

57.5626 USD

common stock

Purchase

628

57.7793 USD

common stock

Purchase

509

57.9726 USD

common stock

Purchase

509

57.5580 USD

common stock

Purchase

458

57.9024 USD

common stock

Purchase

313

58.0215 USD

common stock

Purchase

200

58.1700 USD

common stock

Purchase

200

57.7600 USD

common stock

Purchase

200

57.9500 USD

common stock

Purchase

129

57.4200 USD

common stock

Purchase

100

58.2600 USD

common stock

Purchase

100

57.6500 USD

common stock

Purchase

100

58.2800 USD

common stock

Purchase

30

58.2500 USD

common stock

Sale

84,305

58.3747 USD

common stock

Sale

60,645

58.4800 USD

common stock

Sale

40,323

57.4818 USD

common stock

Sale

36,176

58.1993 USD

common stock

Sale

26,562

58.4589 USD

common stock

Sale

21,361

58.1009 USD

common stock

Sale

20,250

57.9403 USD

common stock

Sale

19,136

58.2083 USD

common stock

Sale

18,841

58.1699 USD

common stock

Sale

18,310

58.2282 USD

common stock

Sale

12,850

58.0513 USD

common stock

Sale

11,984

57.6828 USD

common stock

Sale

11,248

57.9815 USD

common stock

Sale

11,068

58.4736 USD

common stock

Sale

10,411

58.0930 USD

common stock

Sale

9,466

57.5974 USD

common stock

Sale

7,815

58.2107 USD

common stock

Sale

5,063

58.1572 USD

common stock

Sale

4,046

58.2866 USD

common stock

Sale

2,530

58.2047 USD

common stock

Sale

2,333

58.3515 USD

common stock

Sale

1,000

58.1500 USD

common stock

Sale

1,000

58.1300 USD

common stock

Sale

888

58.1362 USD

common stock

Sale

735

57.8498 USD

common stock

Sale

628

57.7793 USD

common stock

Sale

509

57.9726 USD

common stock

Sale

342

58.0594 USD

common stock

Sale

320

57.8264 USD

common stock

Sale

293

58.2944 USD

common stock

Sale

263

58.0117 USD

common stock

Sale

258

58.2300 USD

common stock

Sale

200

58.1700 USD

common stock

Sale

173

58.2217 USD

common stock

Sale

129

57.4200 USD

common stock

Sale

110

58.2081 USD

common stock

Sale

100

57.4400 USD

common stock

Sale

100

57.5200 USD

common stock

Sale

100

58.2800 USD

common stock

Sale

98

58.4095 USD

common stock

Sale

14

58.4200 USD

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

Product

Writing,

Number

Exercise

Type

Expiry

Option

of

description

purchasing,

of

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

relates

(ii)

Exercising

Class of relevant

Product description

Exercising/ exercised against

Number of

Exercise price per

security

securities

unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

Nature of Dealings

Details

Price per unit (if

security

applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealings arrangements

Details of any indemnity or option arrangement, or any agreement or understanding,

formal or informal, relating to relevant securities which may be an inducement to deal

or refrain from dealing entered into by the exempt principal trader making the disclosure and any party

to the offer or any person acting in concert with a party to the offer:

NONE

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between

the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights of future acquisition or disposal of any relevant securities to which

any derivative is referenced:

NONE

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:

22 Jan 2025

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO

PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1.

KEY INFORMATION

Identity of the person whose positions/dealings

Barclays PLC.

are being disclosed:

Name of offeror/offeree in relation to whose

INTERNATIONAL PAPER COMPANY

relevant securities this from relates:

2.

OPTIONS AND DERIVATIVES

Class of relevant security

Product description

Writing, purchasing, selling, varying etc

Number of securities to which option relates

Exercise price per unit

Type

Expiry date

common stock

Put Options

Purchased

-35,000

55.0000

American

24 Jan 2025

3.

AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood: