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:

01 Aug 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:

823,137

0.24%

517,110

0.15%

(2) Cash-settled derivatives:

168,662

0.05%

0

0.00%

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

0

0.00%

24,700

0.01%

TOTAL: 

991,799

0.29%

541,810

0.16%

(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

131,023

46.4800 USD

common stock

Purchase

78,897

46.4947 USD

common stock

Purchase

57,374

46.4759 USD

common stock

Purchase

45,131

46.5507 USD

common stock

Purchase

12,301

46.2897 USD

common stock

Purchase

11,826

46.1971 USD

common stock

Purchase

7,909

46.6158 USD

common stock

Purchase

6,821

46.2535 USD

common stock

Purchase

6,811

46.6300 USD

common stock

Purchase

6,699

46.3468 USD

common stock

Purchase

6,459

46.4668 USD

common stock

Purchase

3,238

46.4595 USD

common stock

Purchase

1,807

46.3281 USD

common stock

Purchase

1,552

46.1429 USD

common stock

Purchase

1,159

46.2865 USD

common stock

Purchase

744

46.6031 USD

common stock

Purchase

721

46.2344 USD

common stock

Purchase

481

46.1024 USD

common stock

Purchase

422

46.3529 USD

common stock

Purchase

331

46.2425 USD

common stock

Purchase

220

46.5345 USD

common stock

Purchase

203

46.3156 USD

common stock

Purchase

188

46.2000 USD

common stock

Purchase

161

46.2838 USD

common stock

Purchase

132

46.2034 USD

common stock

Purchase

132

46.3580 USD

common stock

Purchase

78

46.4600 USD

common stock

Purchase

50

46.5000 USD

common stock

Purchase

48

46.3450 USD

common stock

Purchase

24

46.2617 USD

common stock

Purchase

20

42.6100 EUR

common stock

Purchase

10

46.5200 USD

common stock

Purchase

5

46.3300 USD

common stock

Purchase

1

46.1600 USD

common stock

Sale

131,023

46.4800 USD

common stock

Sale

73,274

46.5422 USD

common stock

Sale

58,179

46.4073 USD

common stock

Sale

37,630

46.5621 USD

common stock

Sale

14,119

46.6300 USD

common stock

Sale

10,545

46.2615 USD

common stock

Sale

9,637

46.2878 USD

common stock

Sale

8,428

46.4660 USD

common stock

Sale

7,909

46.6158 USD

common stock

Sale

7,586

46.4638 USD

common stock

Sale

5,600

46.2723 USD

common stock

Sale

4,564

46.1285 USD

common stock

Sale

4,145

46.0696 USD

common stock

Sale

3,997

46.5143 USD

common stock

Sale

2,628

46.6065 USD

common stock

Sale

2,519

46.2282 USD

common stock

Sale

2,133

46.2739 USD

common stock

Sale

1,849

46.3507 USD

common stock

Sale

1,142

46.6290 USD

common stock

Sale

1,014

46.2478 USD

common stock

Sale

871

46.5057 USD

common stock

Sale

791

46.4839 USD

common stock

Sale

700

46.0714 USD

common stock

Sale

664

46.6239 USD

common stock

Sale

639

46.5066 USD

common stock

Sale

568

46.1300 USD

common stock

Sale

558

46.3996 USD

common stock

Sale

500

46.5250 USD

common stock

Sale

374

46.1458 USD

common stock

Sale

363

46.3479 USD

common stock

Sale

331

46.2425 USD

common stock

Sale

307

46.4747 USD

common stock

Sale

301

46.5564 USD

common stock

Sale

300

46.1533 USD

common stock

Sale

220

46.5345 USD

common stock

Sale

218

46.1394 USD

common stock

Sale

207

46.4406 USD

common stock

Sale

200

46.1350 USD

common stock

Sale

188

46.2000 USD

common stock

Sale

150

46.1900 USD

common stock

Sale

101

46.1600 USD

common stock

Sale

100

46.6000 USD

common stock

Sale

100

46.5800 USD

common stock

Sale

100

46.5100 USD

common stock

Sale

100

46.1275 USD

common stock

Sale

79

46.4329 USD

common stock

Sale

78

46.4048 USD

common stock

Sale

48

46.3450 USD

common stock

Sale

24

46.3500 USD

common stock

Sale

20

42.6100 EUR

(b)

Cash-settled derivative transactions

Class of relevant security

Product description

Nature of dealing

Number of reference securities

Price per unit

(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?

YES

Date of disclosure:

02 Aug 2024

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

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 are being disclosed:

Barclays PLC.

Name of offeror/offeree in relation to whose relevant securities this from relates:

INTERNATIONAL PAPER CO

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

-24,700

43.0000

American

16 Aug 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: