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:

17 Sep 2024

(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:

833,726

0.24%

495,648

0.14%

(2)

Cash-settled derivatives:

and/or controlled:

368,809

0.11%

0

0.00%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

123,800

0.04%

0

0.00%

TOTAL:

1,326,335

0.38%

495,648

0.14%

(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

95,343

49.6915 USD

common stock

Purchase

58,268

49.5213 USD

common stock

Purchase

32,360

49.4900 USD

common stock

Purchase

20,794

50.2462 USD

common stock

Purchase

18,824

49.6983 USD

common stock

Purchase

13,961

50.0133 USD

common stock

Purchase

11,868

49.9826 USD

common stock

Purchase

10,650

49.7801 USD

common stock

Purchase

4,645

49.6655 USD

common stock

Purchase

3,894

49.4921 USD

common stock

Purchase

3,872

49.5780 USD

common stock

Purchase

3,760

49.5805 USD

common stock

Purchase

3,245

49.8746 USD

common stock

Purchase

2,000

50.4590 USD

common stock

Purchase

1,928

50.3341 USD

common stock

Purchase

1,600

49.3700 USD

common stock

Purchase

1,394

49.6256 USD

common stock

Purchase

1,136

49.7686 USD

common stock

Purchase

1,120

50.0310 USD

common stock

Purchase

1,074

50.0933 USD

common stock

Purchase

967

50.0489 USD

common stock

Purchase

900

50.1388 USD

common stock

Purchase

600

50.4483 USD

common stock

Purchase

417

49.6269 USD

common stock

Purchase

409

50.4736 USD

common stock

Purchase

400

50.4600 USD

common stock

Purchase

400

50.2168 USD

common stock

Purchase

200

49.8800 USD

common stock

Purchase

200

50.4400 USD

common stock

Purchase

100

50.4200 USD

common stock

Purchase

100

49.8900 USD

common stock

Purchase

100

49.9700 USD

common stock

Purchase

63

50.0066 USD

common stock

Sale

85,781

49.5726 USD

common stock

Sale

44,022

49.5984 USD

common stock

Sale

23,388

49.4900 USD

common stock

Sale

21,229

49.7723 USD

common stock

Sale

13,480

50.4083 USD

common stock

Sale

10,596

49.9804 USD

common stock

Sale

9,110

49.7542 USD

common stock

Sale

6,676

49.4977 USD

common stock

Sale

6,444

50.3204 USD

common stock

Sale

6,051

49.7443 USD

common stock

Sale

5,988

49.8994 USD

common stock

Sale

5,934

49.9826 USD

common stock

Sale

5,380

49.9118 USD

common stock

Sale

5,265

49.9789 USD

common stock

Sale

4,934

49.4928 USD

common stock

Sale

4,078

49.6564 USD

common stock

Sale

3,804

50.0767 USD

common stock

Sale

3,126

50.0494 USD

common stock

Sale

2,200

49.6686 USD

common stock

Sale

2,082

49.9894 USD

common stock

Sale

1,928

50.3341 USD

common stock

Sale

1,675

49.7758 USD

common stock

Sale

1,600

49.3700 USD

common stock

Sale

1,190

50.0742 USD

common stock

Sale

1,120

50.0310 USD

common stock

Sale

1,004

49.7717 USD

common stock

Sale

914

49.9785 USD

common stock

Sale

900

50.1388 USD

common stock

Sale

865

49.9854 USD

common stock

Sale

793

49.9709 USD

common stock

Sale

705

49.5179 USD

common stock

Sale

549

49.9600 USD

common stock

Sale

440

49.4873 USD

common stock

Sale

410

49.9819 USD

common stock

Sale

400

50.2168 USD

common stock

Sale

337

49.5956 USD

common stock

Sale

319

49.5462 USD

common stock

Sale

300

50.1666 USD

common stock

Sale

221

49.9701 USD

common stock

Sale

200

50.0100 USD

common stock

Sale

175

49.5325 USD

common stock

Sale

164

49.5242 USD

common stock

Sale

146

49.9722 USD

common stock

Sale

132

49.7451 USD

common stock

Sale

100

49.2900 USD

common stock

Sale

100

49.4500 USD

common stock

Sale

100

50.0000 USD

common stock

Sale

100

49.5200 USD

common stock

Sale

100

49.5000 USD

common stock

Sale

87

49.4232 USD

common stock

Sale

37

49.5100 USD

common stock

Sale

7

50.1300 USD

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

common stock

SWAP

Increasing Long

667

49.4874 USD

common stock

SWAP

Decreasing Long

730

49.4925 USD

(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:

18 Sep 2024

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 CO

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

Written

123,800

45.0000

American

20 Sep 2024

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: