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:

07 Jun 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:

868,737

0.25%

431,664

0.12%

(2) Cash-settled derivatives:

125,920

0.04%

48,060

0.01%

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

0

0.00%

0

0.00%

TOTAL: 

994,657

0.29%

479,724

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 PERSON MAKING THE DISCLOSURE

(a)

Purchase and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

common stock

Purchase

447,296

45.5415 USD

common stock

Purchase

86,366

45.1667 USD

common stock

Purchase

55,617

45.1893 USD

common stock

Purchase

50,957

45.8292 USD

common stock

Purchase

50,692

45.1992 USD

common stock

Purchase

47,367

45.5485 USD

common stock

Purchase

25,700

44.2774 USD

common stock

Purchase

24,000

45.7400 USD

common stock

Purchase

19,354

45.4870 USD

common stock

Purchase

19,195

45.4256 USD

common stock

Purchase

18,277

45.2100 USD

common stock

Purchase

13,901

45.0918 USD

common stock

Purchase

9,415

44.9505 USD

common stock

Purchase

8,583

45.2099 USD

common stock

Purchase

6,047

45.1559 USD

common stock

Purchase

5,685

45.3947 USD

common stock

Purchase

5,209

45.2076 USD

common stock

Purchase

4,601

44.4954 USD

common stock

Purchase

4,387

45.1692 USD

common stock

Purchase

4,115

45.5256 USD

common stock

Purchase

3,809

44.3563 USD

common stock

Purchase

2,882

45.4572 USD

common stock

Purchase

2,500

45.5491 USD

common stock

Purchase

2,500

45.4712 USD

common stock

Purchase

2,119

45.3351 USD

common stock

Purchase

1,923

45.0343 USD

common stock

Purchase

1,912

44.7781 USD

common stock

Purchase

1,772

45.4766 USD

common stock

Purchase

1,585

45.3330 USD

common stock

Purchase

1,563

45.6575 USD

common stock

Purchase

1,234

44.5007 USD

common stock

Purchase

1,230

45.5660 USD

common stock

Purchase

1,226

44.4944 USD

common stock

Purchase

998

45.3020 USD

common stock

Purchase

879

44.4860 USD

common stock

Purchase

844

44.4888 USD

common stock

Purchase

618

45.2965 USD

common stock

Purchase

545

45.2988 USD

common stock

Purchase

542

44.5331 USD

common stock

Purchase

522

44.5112 USD

common stock

Purchase

500

45.4280 USD

common stock

Purchase

401

45.6674 USD

common stock

Purchase

400

45.3825 USD

common stock

Purchase

348

46.0379 USD

common stock

Purchase

344

45.5325 USD

common stock

Purchase

200

44.4700 USD

common stock

Purchase

164

45.4508 USD

common stock

Purchase

157

45.7636 USD

common stock

Purchase

122

44.5488 USD

common stock

Purchase

100

44.5500 USD

common stock

Purchase

73

45.3200 USD

common stock

Purchase

26

44.4776 USD

common stock

Purchase

25

44.9880 USD

common stock

Purchase

20

44.3800 USD

common stock

Purchase

20

44.7900 USD

common stock

Purchase

4

44.4200 USD

common stock

Purchase

2

44.4900 USD

common stock

Purchase

1

45.2000 USD

common stock

Sale

235,448

45.6011 USD

common stock

Sale

115,572

45.3651 USD

common stock

Sale

113,420

45.2113 USD

common stock

Sale

77,296

45.5060 USD

common stock

Sale

41,947

45.6073 USD

common stock

Sale

40,168

45.4853 USD

common stock

Sale

38,547

45.5606 USD

common stock

Sale

32,321

45.6064 USD

common stock

Sale

28,461

44.3036 USD

common stock

Sale

26,150

45.3079 USD

common stock

Sale

24,000

45.7400 USD

common stock

Sale

21,353

45.4178 USD

common stock

Sale

20,396

45.6585 USD

common stock

Sale

19,195

45.4256 USD

common stock

Sale

12,868

44.3424 USD

common stock

Sale

11,065

45.2100 USD

common stock

Sale

10,032

44.2384 USD

common stock

Sale

8,997

46.0119 USD

common stock

Sale

8,383

45.2099 USD

common stock

Sale

6,417

45.4570 USD

common stock

Sale

5,209

45.2076 USD

common stock

Sale

3,326

45.7249 USD

common stock

Sale

2,932

45.3020 USD

common stock

Sale

2,500

44.1164 USD

common stock

Sale

2,500

45.4712 USD

common stock

Sale

2,500

45.5491 USD

common stock

Sale

1,974

45.3277 USD

common stock

Sale

1,734

46.0017 USD

common stock

Sale

1,563

45.6575 USD

common stock

Sale

1,371

45.3173 USD

common stock

Sale

1,366

46.0000 USD

common stock

Sale

1,220

45.3483 USD

common stock

Sale

1,192

45.2059 USD

common stock

Sale

1,048

45.4656 USD

common stock

Sale

1,015

45.1981 USD

common stock

Sale

957

45.6877 USD

common stock

Sale

604

44.9037 USD

common stock

Sale

545

45.2988 USD

common stock

Sale

500

44.2840 USD

common stock

Sale

420

45.6233 USD

common stock

Sale

412

44.7630 USD

common stock

Sale

214

45.4340 USD

common stock

Sale

210

45.5411 USD

common stock

Sale

200

44.1550 USD

common stock

Sale

164

45.4508 USD

common stock

Sale

125

45.4520 USD

common stock

Sale

122

44.5488 USD

common stock

Sale

111

46.0721 USD

common stock

Sale

100

43.9600 USD

common stock

Sale

100

44.0900 USD

common stock

Sale

73

45.3200 USD

common stock

Sale

40

44.3800 USD

common stock

Sale

25

44.9880 USD

common stock

Sale

20

45.8500 USD

common stock

Sale

5

45.4800 USD

common stock

Sale

3

45.5333 USD

(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

common stock

Call Options

Purchasing

2,100

USD

TBD

TBD

0.5000 USD

common stock

Call Options

Purchasing

200,000

USD

TBD

TBD

1.3500 USD

common stock

Call Options

Purchasing

60,000

USD

TBD

TBD

2.8000 USD

common stock

Call Options

Selling

200,000

USD

TBD

TBD

2.2000 USD

common stock

Call Options

Purchasing

6,700

USD

TBD

TBD

0.3117 USD

common stock

Call Options

Purchasing

1,200

USD

TBD

TBD

3.4250 USD

(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:

10 Jun 2024

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213