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 relevant securities this form relates:

INTERNATIONAL PAPER COMPANY

(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:

15 Oct 2024

(f)

In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

YES: 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:

861,979

0.24%

403,469

0.12%

(2) Cash-settled derivatives:

310,294

0.24%

0

0.00%

(3) Stock-settled derivatives (including options) and agreements to purchase/sell: 

0

0.00%

0

0.00%

TOTAL: 

1,172,273

0.48%

403,469

0.12%

(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 PERSON MAKING THE DISCLOSURE

(a)

Purchase and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

common stock

Purchase

62,747

47.9398 USD

common stock

Purchase

57,668

47.8325 USD

common stock

Purchase

53,366

47.8042 USD

common stock

Purchase

34,962

47.7400 USD

common stock

Purchase

29,492

47.7294 USD

common stock

Purchase

17,016

47.9300 USD

common stock

Purchase

13,714

47.7658 USD

common stock

Purchase

12,889

47.9341 USD

common stock

Purchase

12,850

48.0954 USD

common stock

Purchase

12,229

47.8303 USD

common stock

Purchase

11,121

47.9049 USD

common stock

Purchase

9,143

47.7680 USD

common stock

Purchase

8,821

47.8523 USD

common stock

Purchase

8,764

47.7914 USD

common stock

Purchase

7,586

47.9416 USD

common stock

Purchase

6,241

47.7640 USD

common stock

Purchase

2,446

48.0840 USD

common stock

Purchase

2,354

47.8675 USD

common stock

Purchase

1,343

48.0740 USD

common stock

Purchase

1,300

47.9707 USD

common stock

Purchase

1,127

48.0510 USD

common stock

Purchase

1,089

47.7091 USD

common stock

Purchase

1,054

47.6925 USD

common stock

Purchase

862

47.8520 USD

common stock

Purchase

825

47.8587 USD

common stock

Purchase

641

47.6676 USD

common stock

Purchase

567

47.9991 USD

common stock

Purchase

500

47.9960 USD

common stock

Purchase

419

47.6450 USD

common stock

Purchase

390

47.9850 USD

common stock

Purchase

351

47.9077 USD

common stock

Purchase

205

47.9031 USD

common stock

Purchase

170

47.8949 USD

common stock

Purchase

156

47.7883 USD

common stock

Purchase

144

47.9135 USD

common stock

Purchase

130

47.8980 USD

common stock

Purchase

129

47.7182 USD

common stock

Purchase

100

47.9200 USD

common stock

Purchase

100

48.0500 USD

common stock

Purchase

100

48.0200 USD

common stock

Purchase

100

47.9100 USD

common stock

Purchase

99

47.7500 USD

common stock

Purchase

86

47.6452 USD

common stock

Purchase

46

48.0000 USD

common stock

Purchase

44

48.0400 USD

common stock

Purchase

26

47.9500 USD

common stock

Purchase

20

48.1200 USD

common stock

Purchase

13

47.6900 USD

common stock

Purchase

3

47.9700 USD

common stock

Sale

122,381

47.8406 USD

common stock

Sale

33,690

47.7494 USD

common stock

Sale

25,279

47.7400 USD

common stock

Sale

23,511

47.7470 USD

common stock

Sale

17,199

47.9141 USD

common stock

Sale

16,617

47.9630 USD

common stock

Sale

12,883

47.7393 USD

common stock

Sale

12,850

48.0954 USD

common stock

Sale

11,928

47.9276 USD

common stock

Sale

11,768

47.9277 USD

common stock

Sale

10,712

48.0480 USD

common stock

Sale

8,764

47.7914 USD

common stock

Sale

7,253

47.7382 USD

common stock

Sale

6,443

47.9498 USD

common stock

Sale

6,397

47.9432 USD

common stock

Sale

4,694

47.9287 USD

common stock

Sale

3,713

47.9858 USD

common stock

Sale

3,289

47.9173 USD

common stock

Sale

3,125

47.9549 USD

common stock

Sale

2,695

47.7769 USD

common stock

Sale

2,454

47.8586 USD

common stock

Sale

2,332

47.8833 USD

common stock

Sale

1,746

47.7392 USD

common stock

Sale

1,588

47.7278 USD

common stock

Sale

1,536

47.9387 USD

common stock

Sale

1,394

47.9601 USD

common stock

Sale

1,109

47.8490 USD

common stock

Sale

1,054

47.6925 USD

common stock

Sale

987

47.9311 USD

common stock

Sale

945

47.9782 USD

common stock

Sale

747

47.7019 USD

common stock

Sale

641

47.6676 USD

common stock

Sale

583

47.7951 USD

common stock

Sale

581

48.0386 USD

common stock

Sale

500

47.9220 USD

common stock

Sale

410

48.0014 USD

common stock

Sale

362

47.8105 USD

common stock

Sale

323

47.6728 USD

common stock

Sale

300

47.8533 USD

common stock

Sale

300

48.0033 USD

common stock

Sale

291

47.9348 USD

common stock

Sale

200

47.7550 USD

common stock

Sale

200

47.9400 USD

common stock

Sale

195

47.9850 USD

common stock

Sale

107

47.6500 USD

common stock

Sale

100

48.0450 USD

common stock

Sale

100

48.0500 USD

common stock

Sale

81

47.9600 USD

common stock

Sale

70

47.9598 USD

common stock

Sale

44

47.9597 USD

common stock

Sale

3

47.9700 USD

(b)

Cash-settled derivative transactions

Class of relevant security

Product description

Nature of dealing

Number of reference securities

Price per unit

common stock

SWAP

Decreasing Long

3,700

47.8641 USD

common stock

SWAP

Decreasing Long

103

47.7409 USD

common stock

SWAP

Decreasing Long

990

47.7425 USD

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

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

Option money paid/ received per unit

(ii)

Exercising

Class of relevant security

Product description

Exercising/ exercised against

Number of securities

Exercise price per unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant security

Nature of Dealings

Details

Price per unit (if 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 person 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?

NO

Date of disclosure:

16 Oct 2024

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213