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 CO

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:

15 Aug 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:

796,473

0.23%

428,863

0.12%

(2)

Cash-settled derivatives:

and/or controlled:

168,662

0.05%

0

0.00%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

123,800

0.04%

113,300

0.03%

TOTAL:

1,088,935

0.31%

542,163

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 EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant

Purchase/sale

Number of

Price per unit

security

securities

common stock

Purchase

243,528

46.8099 USD

common stock

Purchase

100,000

46.6069 USD

common stock

Purchase

69,173

46.8539 USD

common stock

Purchase

61,222

46.5676 USD

common stock

Purchase

43,229

46.5238 USD

common stock

Purchase

35,621

46.7885 USD

common stock

Purchase

34,669

46.8800 USD

common stock

Purchase

34,265

46.7333 USD

common stock

Purchase

32,888

46.7006 USD

common stock

Purchase

14,911

46.7707 USD

common stock

Purchase

7,750

46.8008 USD

common stock

Purchase

7,538

46.6771 USD

common stock

Purchase

6,977

46.7332 USD

common stock

Purchase

6,213

46.7482 USD

common stock

Purchase

4,996

46.8525 USD

common stock

Purchase

4,748

46.8421 USD

common stock

Purchase

4,741

46.7641 USD

common stock

Purchase

4,471

46.4642 USD

common stock

Purchase

3,700

47.0400 USD

common stock

Purchase

3,303

46.6661 USD

common stock

Purchase

2,831

46.7240 USD

common stock

Purchase

2,801

46.6522 USD

common stock

Purchase

2,742

46.7644 USD

common stock

Purchase

2,588

46.5805 USD

common stock

Purchase

2,459

46.7815 USD

common stock

Purchase

2,440

46.7380 USD

common stock

Purchase

1,802

46.6171 USD

common stock

Purchase

1,411

46.8613 USD

common stock

Purchase

1,180

46.6743 USD

common stock

Purchase

1,011

46.6948 USD

common stock

Purchase

900

47.0000 USD

common stock

Purchase

891

46.7227 USD

common stock

Purchase

800

46.6987 USD

common stock

Purchase

700

46.8385 USD

common stock

Purchase

550

46.8372 USD

common stock

Purchase

419

46.7165 USD

common stock

Purchase

410

47.0601 USD

common stock

Purchase

400

46.9075 USD

common stock

Purchase

400

46.9375 USD

common stock

Purchase

251

47.0554 USD

common stock

Purchase

198

47.0650 USD

common stock

Purchase

148

46.8000 USD

common stock

Purchase

28

46.5700 USD

common stock

Sale

118,404

46.8170 USD

common stock

Sale

70,606

46.8554 USD

common stock

Sale

69,462

46.6396 USD

common stock

Sale

65,486

46.8203 USD

common stock

Sale

61,222

46.5676 USD

common stock

Sale

50,368

46.8885 USD

common stock

Sale

48,355

46.6808 USD

common stock

Sale

44,273

46.8800 USD

common stock

Sale

26,199

46.7045 USD

common stock

Sale

19,011

46.7763 USD

common stock

Sale

15,042

46.8309 USD

common stock

Sale

10,022

46.7425 USD

common stock

Sale

9,100

46.7622 USD

common stock

Sale

7,802

46.5213 USD

common stock

Sale

7,644

46.5361 USD

common stock

Sale

6,283

46.5355 USD

common stock

Sale

5,557

46.5569 USD

common stock

Sale

5,001

46.5367 USD

common stock

Sale

4,296

46.7917 USD

common stock

Sale

4,200

46.6747 USD

common stock

Sale

3,712

46.6569 USD

common stock

Sale

3,700

47.0400 USD

common stock

Sale

3,200

46.7798 USD

common stock

Sale

2,888

46.5022 USD

common stock

Sale

2,831

46.7240 USD

common stock

Sale

2,820

46.5220 USD

common stock

Sale

2,703

46.6171 USD

common stock

Sale

2,496

46.7236 USD

common stock

Sale

2,440

46.7380 USD

common stock

Sale

2,314

46.7303 USD

common stock

Sale

1,715

46.6969 USD

common stock

Sale

1,518

46.5543 USD

common stock

Sale

1,411

46.8613 USD

common stock

Sale

1,389

46.7511 USD

common stock

Sale

939

46.5094 USD

common stock

Sale

935

46.5684 USD

common stock

Sale

900

47.0000 USD

common stock

Sale

889

46.7551 USD

common stock

Sale

834

46.7591 USD

common stock

Sale

736

46.4100 USD

common stock

Sale

550

46.8372 USD

common stock

Sale

449

46.5953 USD

common stock

Sale

449

46.4500 USD

common stock

Sale

400

46.4300 USD

common stock

Sale

400

46.8000 USD

common stock

Sale

400

46.9202 USD

common stock

Sale

395

46.5004 USD

common stock

Sale

300

46.7800 USD

common stock

Sale

298

46.7579 USD

common stock

Sale

287

46.8165 USD

common stock

Sale

217

46.5701 USD

common stock

Sale

213

46.4407 USD

common stock

Sale

212

46.7456 USD

common stock

Sale

202

46.7565 USD

common stock

Sale

178

46.6921 USD

common stock

Sale

148

46.8609 USD

common stock

Sale

133

47.0149 USD

common stock

Sale

100

46.7900 USD

common stock

Sale

100

46.5700 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

common stock

Put Options

Purchasing

14,600

50.0000 USD

American

17 Jan 2025

4.6500 USD

common stock

Call Options

Purchasing

200

53.0000 USD

American

17 Jan 2025

1.2500 USD

(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:

16 Aug 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

Purchased

-88,600

45.0000

American

16 Aug 2024

common stock

Put Options

Purchased

-24,700

43.0000

American

16 Aug 2024

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: