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:

10 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:

830,613

0.24%

498,717

0.14%

(2)

Cash-settled derivatives:

and/or controlled:

376,795

0.11%

0

0.00%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

123,800

0.04%

0

0.00%

TOTAL:

1,331,208

0.38%

498,717

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

65,576

47.1007 USD

common stock

Purchase

38,565

47.1266 USD

common stock

Purchase

24,635

47.2039 USD

common stock

Purchase

20,283

47.2222 USD

common stock

Purchase

9,258

47.1447 USD

common stock

Purchase

7,625

47.2258 USD

common stock

Purchase

6,999

47.0600 USD

common stock

Purchase

6,746

47.1805 USD

common stock

Purchase

4,592

47.1980 USD

common stock

Purchase

3,193

47.2197 USD

common stock

Purchase

2,381

47.2294 USD

common stock

Purchase

1,923

47.2889 USD

common stock

Purchase

1,907

47.2153 USD

common stock

Purchase

1,640

47.2566 USD

common stock

Purchase

1,351

47.2595 USD

common stock

Purchase

1,300

47.2200 USD

common stock

Purchase

1,086

47.3495 USD

common stock

Purchase

1,032

47.2161 USD

common stock

Purchase

888

47.0624 USD

common stock

Purchase

600

47.2450 USD

common stock

Purchase

359

47.2386 USD

common stock

Purchase

297

47.0716 USD

common stock

Purchase

191

47.2290 USD

common stock

Purchase

190

47.0560 USD

common stock

Purchase

143

47.1460 USD

common stock

Purchase

140

47.0650 USD

common stock

Purchase

137

47.2000 USD

common stock

Purchase

104

47.1753 USD

common stock

Purchase

100

47.1800 USD

common stock

Purchase

80

47.3222 USD

common stock

Purchase

40

47.1400 USD

common stock

Purchase

30

47.2500 USD

common stock

Purchase

24

47.2400 USD

common stock

Purchase

13

47.0700 USD

common stock

Purchase

8

47.5000 USD

common stock

Purchase

7

47.1700 USD

common stock

Purchase

5

47.2800 USD

common stock

Sale

70,491

47.1638 USD

common stock

Sale

36,215

47.0610 USD

common stock

Sale

21,422

47.2364 USD

common stock

Sale

13,566

47.1463 USD

common stock

Sale

9,257

47.1001 USD

common stock

Sale

8,570

47.1703 USD

common stock

Sale

5,141

47.0600 USD

common stock

Sale

4,100

47.2031 USD

common stock

Sale

3,508

47.2237 USD

common stock

Sale

3,411

47.1512 USD

common stock

Sale

2,555

47.2747 USD

common stock

Sale

2,553

47.1675 USD

common stock

Sale

2,264

47.2536 USD

common stock

Sale

2,142

47.2270 USD

common stock

Sale

1,976

47.1517 USD

common stock

Sale

1,930

47.2361 USD

common stock

Sale

1,879

47.1203 USD

common stock

Sale

1,870

47.2141 USD

common stock

Sale

1,300

47.2200 USD

common stock

Sale

1,200

47.2083 USD

common stock

Sale

1,076

47.1404 USD

common stock

Sale

990

47.3457 USD

common stock

Sale

888

47.0624 USD

common stock

Sale

538

47.2228 USD

common stock

Sale

505

47.1863 USD

common stock

Sale

503

47.1809 USD

common stock

Sale

419

47.2946 USD

common stock

Sale

363

47.1405 USD

common stock

Sale

200

47.2150 USD

common stock

Sale

141

47.1975 USD

common stock

Sale

105

47.0595 USD

common stock

Sale

100

47.1900 USD

common stock

Sale

100

47.1200 USD

common stock

Sale

100

47.0800 USD

common stock

Sale

84

47.0515 USD

common stock

Sale

10

47.2750 USD

common stock

Sale

7

47.1700 USD

common stock

Sale

5

47.3100 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

Decreasing Long

2,611

47.0625 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:

11 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: