| 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: | 17 Dec 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: | | | 973,879 | 0.28% | 795,510 | 0.23% |
| (2) | Cash-settled derivatives: | | | | | ||
| | and/or controlled: | | | 317,090 | 0.09% | 13,660 | 0.00% |
| (3) | Stock-settled derivatives (including options) | | | | | ||
| | and agreements to purchase/sell: | | | 0 | 0.00% | 0 | 0.00% |
| | | | | | | | |
| | TOTAL: | | | 1,290,969 | 0.37% | 809,170 | 0.23% |
| (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 | 205,526 | 55.2400 USD | ||||
| common stock | Purchase | 59,945 | 55.3372 USD | ||||
| common stock | Purchase | 26,179 | 55.2534 USD | ||||
| common stock | Purchase | 24,335 | 55.3243 USD | ||||
| common stock | Purchase | 17,906 | 55.3551 USD | ||||
| common stock | Purchase | 14,864 | 55.3608 USD | ||||
| common stock | Purchase | 6,557 | 55.3879 USD | ||||
| common stock | Purchase | 5,137 | 55.3245 USD | ||||
| common stock | Purchase | 3,508 | 55.4242 USD | ||||
| common stock | Purchase | 3,183 | 55.3599 USD | ||||
| common stock | Purchase | 3,076 | 55.3969 USD | ||||
| common stock | Purchase | 3,074 | 55.3583 USD | ||||
| common stock | Purchase | 3,048 | 55.3504 USD | ||||
| common stock | Purchase | 2,467 | 55.3749 USD | ||||
| common stock | Purchase | 1,657 | 55.2740 USD | ||||
| common stock | Purchase | 1,492 | 55.5036 USD | ||||
| common stock | Purchase | 1,330 | 55.3477 USD | ||||
| common stock | Purchase | 882 | 55.4076 USD | ||||
| common stock | Purchase | 677 | 55.3896 USD | ||||
| common stock | Purchase | 452 | 55.4140 USD | ||||
| common stock | Purchase | 378 | 55.3814 USD | ||||
| common stock | Purchase | 356 | 55.2385 USD | ||||
| common stock | Purchase | 200 | 55.5400 USD | ||||
| common stock | Purchase | 200 | 55.3300 USD | ||||
| common stock | Purchase | 131 | 55.2403 USD | ||||
| common stock | Purchase | 128 | 55.2300 USD | ||||
| common stock | Purchase | 126 | 55.3000 USD | ||||
| common stock | Purchase | 107 | 55.5394 USD | ||||
| common stock | Purchase | 100 | 55.4300 USD | ||||
| common stock | Purchase | 100 | 55.3100 USD | ||||
| common stock | Purchase | 100 | 55.5300 USD | ||||
| common stock | Purchase | 100 | 55.3200 USD | ||||
| common stock | Purchase | 51 | 55.5500 USD | ||||
| common stock | Sale | 126,717 | 55.2400 USD | ||||
| common stock | Sale | 87,000 | 55.7900 USD | ||||
| common stock | Sale | 65,633 | 55.2401 USD | ||||
| common stock | Sale | 44,997 | 55.3539 USD | ||||
| common stock | Sale | 23,617 | 55.2878 USD | ||||
| common stock | Sale | 19,931 | 55.2546 USD | ||||
| common stock | Sale | 16,433 | 55.3458 USD | ||||
| common stock | Sale | 12,627 | 55.4237 USD | ||||
| common stock | Sale | 10,186 | 55.3042 USD | ||||
| common stock | Sale | 8,646 | 55.3728 USD | ||||
| common stock | Sale | 7,413 | 55.2568 USD | ||||
| common stock | Sale | 7,405 | 55.2712 USD | ||||
| common stock | Sale | 6,087 | 55.3638 USD | ||||
| common stock | Sale | 4,795 | 55.2347 USD | ||||
| common stock | Sale | 4,346 | 55.3620 USD | ||||
| common stock | Sale | 3,887 | 55.4339 USD | ||||
| common stock | Sale | 3,701 | 55.2789 USD | ||||
| common stock | Sale | 2,326 | 55.3794 USD | ||||
| common stock | Sale | 2,324 | 55.4071 USD | ||||
| common stock | Sale | 1,590 | 55.3316 USD | ||||
| common stock | Sale | 1,528 | 55.3854 USD | ||||
| common stock | Sale | 1,484 | 55.3869 USD | ||||
| common stock | Sale | 1,290 | 55.3756 USD | ||||
| common stock | Sale | 1,014 | 55.3639 USD | ||||
| common stock | Sale | 842 | 55.3297 USD | ||||
| common stock | Sale | 651 | 55.2516 USD | ||||
| common stock | Sale | 541 | 55.3419 USD | ||||
| common stock | Sale | 500 | 55.4520 USD | ||||
| common stock | Sale | 484 | 55.4756 USD | ||||
| common stock | Sale | 457 | 55.4919 USD | ||||
| common stock | Sale | 400 | 55.2800 USD | ||||
| common stock | Sale | 392 | 55.3793 USD | ||||
| common stock | Sale | 383 | 55.3109 USD | ||||
| common stock | Sale | 359 | 55.2743 USD | ||||
| common stock | Sale | 356 | 55.2593 USD | ||||
| common stock | Sale | 318 | 55.4221 USD | ||||
| common stock | Sale | 239 | 55.2674 USD | ||||
| common stock | Sale | 239 | 55.3295 USD | ||||
| common stock | Sale | 234 | 55.2850 USD | ||||
| common stock | Sale | 232 | 55.4090 USD | ||||
| common stock | Sale | 220 | 55.3478 USD | ||||
| common stock | Sale | 195 | 55.3941 USD | ||||
| common stock | Sale | 142 | 55.2407 USD | ||||
| common stock | Sale | 136 | 55.2970 USD | ||||
| common stock | Sale | 131 | 55.2403 USD | ||||
| common stock | Sale | 128 | 55.5553 USD | ||||
| common stock | Sale | 119 | 55.2356 USD | ||||
| common stock | Sale | 107 | 55.5394 USD | ||||
| common stock | Sale | 100 | 55.3600 USD | ||||
| common stock | Sale | 100 | 55.2200 USD | ||||
| common stock | Sale | 82 | 55.5375 USD | ||||
| common stock | Sale | 67 | 55.3100 USD | ||||
| common stock | Sale | 60 | 55.5300 USD | ||||
| common stock | Sale | 52 | 55.3469 USD | ||||
| common stock | Sale | 28 | 55.5400 USD | ||||
| common stock | Sale | 26 | 55.3978 USD | ||||
| common stock | Sale | 22 | 55.3059 USD | ||||
| common stock | Sale | 21 | 55.2419 USD | ||||
| common stock | Sale | 16 | 55.2100 USD | ||||
| common stock | Sale | 10 | 55.3700 USD | ||||
| common stock | Sale | 6 | 55.5100 USD | ||||
| common stock | Sale | 6 | 55.3533 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 | Increasing Long | 110 | 55.2390 USD | |||
| common stock | SWAP | Decreasing Long | 226 | 55.2425 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 | | | | |
| common stock | Put Options | Purchasing | 200 | 60.0000 USD | American | 20 Jun 2025 | 6.9000 USD |
| common stock | Put Options | Purchasing | 5,000 | 63.0000 USD | American | 20 Jun 2025 | 8.6556 USD |
| common stock | Put Options | Purchasing | 400 | 65.0000 USD | American | 20 Jun 2025 | 10.6500 USD |
| | | | | | | | |
| (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? | NO | ||||||
| Date of disclosure: | 18 Dec 2024 | ||||||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | ||||||
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