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:

22 Jan 2025

(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:

735,596

0.21%

620,353

0.18%

(2)

Cash-settled derivatives:

and/or controlled:

515,569

0.15%

20,310

0.01%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

0

0.00%

35,000

0.01%

TOTAL:

1,251,165

0.36%

675,663

0.19%

(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

150,194

58.1928 USD

common stock

Purchase

67,255

58.1717 USD

common stock

Purchase

45,236

58.1978 USD

common stock

Purchase

33,979

58.1955 USD

common stock

Purchase

33,357

58.1854 USD

common stock

Purchase

25,033

58.1876 USD

common stock

Purchase

23,742

58.1900 USD

common stock

Purchase

22,280

58.1908 USD

common stock

Purchase

8,408

58.1952 USD

common stock

Purchase

8,315

58.1809 USD

common stock

Purchase

8,287

58.1912 USD

common stock

Purchase

7,148

58.1427 USD

common stock

Purchase

7,087

58.1482 USD

common stock

Purchase

6,679

58.1566 USD

common stock

Purchase

6,209

58.1756 USD

common stock

Purchase

3,697

58.1968 USD

common stock

Purchase

3,614

58.1635 USD

common stock

Purchase

3,187

58.1550 USD

common stock

Purchase

2,770

58.3423 USD

common stock

Purchase

2,336

58.1865 USD

common stock

Purchase

2,213

58.0994 USD

common stock

Purchase

1,718

58.1925 USD

common stock

Purchase

1,700

58.0629 USD

common stock

Purchase

1,600

58.1162 USD

common stock

Purchase

1,560

58.2262 USD

common stock

Purchase

1,523

58.0949 USD

common stock

Purchase

1,403

58.1407 USD

common stock

Purchase

1,285

58.1000 USD

common stock

Purchase

1,194

58.1836 USD

common stock

Purchase

995

58.1641 USD

common stock

Purchase

765

58.1136 USD

common stock

Purchase

673

58.1827 USD

common stock

Purchase

600

58.0050 USD

common stock

Purchase

583

58.2687 USD

common stock

Purchase

503

58.1675 USD

common stock

Purchase

471

58.2566 USD

common stock

Purchase

316

58.0536 USD

common stock

Purchase

312

58.0503 USD

common stock

Purchase

204

58.1337 USD

common stock

Purchase

200

58.0500 USD

common stock

Purchase

200

58.1950 USD

common stock

Purchase

121

58.0681 USD

common stock

Purchase

100

58.1500 USD

common stock

Purchase

100

58.2000 USD

common stock

Purchase

61

58.1800 USD

common stock

Purchase

40

58.1600 USD

common stock

Purchase

1

58.1300 USD

common stock

Purchase

1

58.0300 USD

common stock

Sale

67,255

58.1717 USD

common stock

Sale

54,395

58.2087 USD

common stock

Sale

36,372

58.2056 USD

common stock

Sale

29,397

58.1562 USD

common stock

Sale

27,505

58.1589 USD

common stock

Sale

26,207

58.1927 USD

common stock

Sale

23,050

58.2278 USD

common stock

Sale

18,213

58.1992 USD

common stock

Sale

16,229

58.1630 USD

common stock

Sale

16,102

58.2215 USD

common stock

Sale

15,941

58.1944 USD

common stock

Sale

12,635

58.1532 USD

common stock

Sale

11,153

58.1900 USD

common stock

Sale

10,839

58.1644 USD

common stock

Sale

10,504

58.1807 USD

common stock

Sale

8,315

58.1809 USD

common stock

Sale

5,398

58.1950 USD

common stock

Sale

4,538

58.1634 USD

common stock

Sale

4,152

58.2647 USD

common stock

Sale

3,155

58.1225 USD

common stock

Sale

2,770

58.3423 USD

common stock

Sale

2,650

58.0596 USD

common stock

Sale

2,571

58.1380 USD

common stock

Sale

2,485

58.2081 USD

common stock

Sale

2,336

58.1179 USD

common stock

Sale

1,857

58.2830 USD

common stock

Sale

1,537

58.1977 USD

common stock

Sale

1,299

58.1846 USD

common stock

Sale

1,194

58.1836 USD

common stock

Sale

989

58.2630 USD

common stock

Sale

583

58.2687 USD

common stock

Sale

500

58.1420 USD

common stock

Sale

431

58.2653 USD

common stock

Sale

361

58.1594 USD

common stock

Sale

346

58.2809 USD

common stock

Sale

300

58.0666 USD

common stock

Sale

300

58.1250 USD

common stock

Sale

300

57.8850 USD

common stock

Sale

200

58.2500 USD

common stock

Sale

142

58.1880 USD

common stock

Sale

125

58.1020 USD

common stock

Sale

125

58.1920 USD

common stock

Sale

105

58.2523 USD

common stock

Sale

100

58.2000 USD

common stock

Sale

100

58.2300 USD

common stock

Sale

100

58.2900 USD

common stock

Sale

69

58.1813 USD

common stock

Sale

43

58.4050 USD

common stock

Sale

35

58.0935 USD

common stock

Sale

35

58.1442 USD

common stock

Sale

32

58.2600 USD

common stock

Sale

30

58.1290 USD

common stock

Sale

20

58.1700 USD

common stock

Sale

15

58.0700 USD

common stock

Sale

5

58.1600 USD

common stock

Sale

5

58.2700 USD

common stock

Sale

5

58.0800 USD

common stock

Sale

5

57.9640 USD

common stock

Sale

1

58.1300 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

Opening Short

13,300

58.1900 USD

common stock

SWAP

Increasing Long

17

58.1888 USD

common stock

SWAP

Increasing Long

3,211

58.1648 USD

common stock

SWAP

Decreasing Long

32,125

58.1531 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:

23 Jan 2025

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 COMPANY

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

-35,000

55.0000

American

24 Jan 2025

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: