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:

11 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:

822,278

0.24%

490,163

0.14%

(2)

Cash-settled derivatives:

and/or controlled:

372,045

0.11%

0

0.00%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

123,800

0.04%

0

0.00%

TOTAL:

1,318,123

0.38%

490,163

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

59,093

46.9580 USD

common stock

Purchase

54,629

46.8106 USD

common stock

Purchase

21,940

46.6781 USD

common stock

Purchase

15,418

47.1124 USD

common stock

Purchase

10,698

47.1300 USD

common stock

Purchase

7,796

46.7114 USD

common stock

Purchase

7,723

47.1227 USD

common stock

Purchase

6,530

46.7097 USD

common stock

Purchase

6,059

46.4463 USD

common stock

Purchase

5,026

47.1290 USD

common stock

Purchase

4,062

46.8720 USD

common stock

Purchase

4,023

46.6631 USD

common stock

Purchase

3,665

46.7045 USD

common stock

Purchase

2,554

46.7600 USD

common stock

Purchase

2,338

46.7472 USD

common stock

Purchase

1,680

46.6126 USD

common stock

Purchase

1,084

46.8359 USD

common stock

Purchase

600

46.4500 USD

common stock

Purchase

511

46.4752 USD

common stock

Purchase

300

47.1000 USD

common stock

Purchase

214

46.4331 USD

common stock

Purchase

200

46.4200 USD

common stock

Purchase

103

46.4585 USD

common stock

Purchase

101

46.4324 USD

common stock

Purchase

100

46.4100 USD

common stock

Purchase

97

46.4193 USD

common stock

Purchase

51

46.5223 USD

common stock

Purchase

40

47.0750 USD

common stock

Purchase

29

46.7900 USD

common stock

Purchase

13

47.1800 USD

common stock

Purchase

6

46.4400 USD

common stock

Purchase

4

46.7800 USD

common stock

Purchase

2

47.1600 USD

common stock

Purchase

1

47.0600 USD

common stock

Sale

86,176

46.8824 USD

common stock

Sale

20,068

46.5855 USD

common stock

Sale

18,713

46.9265 USD

common stock

Sale

12,243

47.0730 USD

common stock

Sale

12,130

46.9918 USD

common stock

Sale

12,069

47.1300 USD

common stock

Sale

7,723

47.1227 USD

common stock

Sale

7,370

47.1283 USD

common stock

Sale

7,003

46.5977 USD

common stock

Sale

5,026

47.1290 USD

common stock

Sale

4,869

46.4487 USD

common stock

Sale

4,055

46.8715 USD

common stock

Sale

3,766

46.6872 USD

common stock

Sale

2,654

46.7600 USD

common stock

Sale

2,625

46.5690 USD

common stock

Sale

2,207

46.6016 USD

common stock

Sale

2,012

46.7958 USD

common stock

Sale

1,900

46.6034 USD

common stock

Sale

1,630

46.5866 USD

common stock

Sale

1,137

46.5191 USD

common stock

Sale

853

46.8343 USD

common stock

Sale

753

46.9017 USD

common stock

Sale

662

46.9543 USD

common stock

Sale

600

46.4500 USD

common stock

Sale

545

46.4379 USD

common stock

Sale

300

47.1000 USD

common stock

Sale

291

47.1247 USD

common stock

Sale

200

46.5150 USD

common stock

Sale

146

46.6327 USD

common stock

Sale

100

46.4100 USD

common stock

Sale

100

46.5800 USD

common stock

Sale

97

46.4193 USD

common stock

Sale

40

47.0750 USD

common stock

Sale

33

47.1600 USD

common stock

Sale

29

46.4800 USD

common stock

Sale

24

46.4073 USD

common stock

Sale

14

46.4078 USD

common stock

Sale

12

46.5329 USD

common stock

Sale

12

47.1400 USD

common stock

Sale

7

46.3657 USD

common stock

Sale

7

46.4300 USD

common stock

Sale

5

46.4180 USD

common stock

Sale

3

47.1700 USD

common stock

Sale

2

46.4400 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

4,750

47.1325 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:

12 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: