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:

20 Nov 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:

845,240

0.24%

580,881

0.16%

(2) Cash-settled derivatives:

344,936

0.09%

13,660

0.00%

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

0

0.00%

0

0.00%

TOTAL: 

1,190,176

0.33%

594,541

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 PERSON MAKING THE DISCLOSURE

(a)

Purchase and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

common stock

Purchase

306,511

58.9879 USD

common stock

Purchase

120,064

58.8027 USD

common stock

Purchase

44,039

58.8400 USD

common stock

Purchase

42,974

59.3316 USD

common stock

Purchase

32,272

58.9636 USD

common stock

Purchase

25,459

58.8956 USD

common stock

Purchase

19,461

59.6663 USD

common stock

Purchase

15,296

58.6240 USD

common stock

Purchase

12,297

59.1179 USD

common stock

Purchase

8,386

59.3099 USD

common stock

Purchase

8,026

57.5900 USD

common stock

Purchase

7,597

59.4354 USD

common stock

Purchase

7,540

57.3827 USD

common stock

Purchase

7,480

59.6350 USD

common stock

Purchase

7,246

59.2305 USD

common stock

Purchase

6,597

58.9312 USD

common stock

Purchase

5,380

58.7206 USD

common stock

Purchase

4,990

59.5639 USD

common stock

Purchase

4,308

59.0256 USD

common stock

Purchase

3,455

58.9741 USD

common stock

Purchase

3,081

59.1538 USD

common stock

Purchase

2,875

59.1907 USD

common stock

Purchase

2,554

59.1818 USD

common stock

Purchase

2,454

58.7921 USD

common stock

Purchase

2,040

59.2783 USD

common stock

Purchase

2,036

58.6774 USD

common stock

Purchase

1,942

59.0057 USD

common stock

Purchase

1,575

59.4966 USD

common stock

Purchase

1,316

58.6467 USD

common stock

Purchase

1,109

59.3747 USD

common stock

Purchase

882

58.6324 USD

common stock

Purchase

831

58.6783 USD

common stock

Purchase

800

59.1081 USD

common stock

Purchase

763

59.6988 USD

common stock

Purchase

595

58.8477 USD

common stock

Purchase

575

59.6830 USD

common stock

Purchase

556

59.2478 USD

common stock

Purchase

513

59.2964 USD

common stock

Purchase

500

59.4534 USD

common stock

Purchase

463

58.9277 USD

common stock

Purchase

306

59.2785 USD

common stock

Purchase

301

59.6392 USD

common stock

Purchase

300

59.5500 USD

common stock

Purchase

276

58.6966 USD

common stock

Purchase

183

54.5000 EUR

common stock

Purchase

150

58.8668 USD

common stock

Purchase

120

58.8750 USD

common stock

Purchase

109

59.6546 USD

common stock

Purchase

100

58.8700 USD

common stock

Purchase

100

58.7700 USD

common stock

Sale

115,708

58.8818 USD

common stock

Sale

114,219

59.1091 USD

common stock

Sale

101,222

58.8235 USD

common stock

Sale

71,951

59.1968 USD

common stock

Sale

56,139

59.4869 USD

common stock

Sale

55,040

58.8400 USD

common stock

Sale

45,815

58.9338 USD

common stock

Sale

35,925

58.6611 USD

common stock

Sale

26,587

59.2195 USD

common stock

Sale

22,738

59.0674 USD

common stock

Sale

21,373

59.0161 USD

common stock

Sale

8,045

57.5900 USD

common stock

Sale

7,926

57.4918 USD

common stock

Sale

6,618

58.8234 USD

common stock

Sale

6,551

58.8330 USD

common stock

Sale

4,070

59.2589 USD

common stock

Sale

2,650

57.6778 USD

common stock

Sale

2,563

58.5556 USD

common stock

Sale

2,122

58.7381 USD

common stock

Sale

1,832

59.1580 USD

common stock

Sale

1,372

58.8305 USD

common stock

Sale

1,366

58.7527 USD

common stock

Sale

1,347

58.8510 USD

common stock

Sale

1,195

58.7081 USD

common stock

Sale

941

58.0881 USD

common stock

Sale

882

58.6324 USD

common stock

Sale

736

59.8712 USD

common stock

Sale

724

59.7545 USD

common stock

Sale

622

57.7142 USD

common stock

Sale

600

58.9075 USD

common stock

Sale

600

59.8766 USD

common stock

Sale

430

59.4898 USD

common stock

Sale

301

59.6392 USD

common stock

Sale

300

59.5916 USD

common stock

Sale

300

59.4633 USD

common stock

Sale

211

58.7473 USD

common stock

Sale

200

59.7100 USD

common stock

Sale

200

59.6600 USD

common stock

Sale

200

58.6500 USD

common stock

Sale

197

59.5638 USD

common stock

Sale

183

54.5000 EUR

common stock

Sale

100

59.6300 USD

common stock

Sale

100

60.0650 USD

common stock

Sale

100

59.6000 USD

common stock

Sale

100

59.7000 USD

common stock

Sale

100

59.8500 USD

common stock

Sale

67

57.6153 USD

common stock

Sale

42

58.8471 USD

common stock

Sale

17

59.7700 USD

common stock

Sale

1

59.0800 USD

(b)

Cash-settled derivative transactions

Class of relevant security

Product description

Nature of dealing

Number of reference securities

Price per unit

common stock

SWAP

Increasing Long

3,066

58.8389 USD

(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

(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:

21 Nov 2024

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213