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Form 8.3 – The Vanguard Group, Inc.: International Paper Company | 10.09.24

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Form 8.3 – The Vanguard Group, Inc.: International Paper Company | 10.09.24

FORM 8.3

PUBLIC OPENING OF POSITION/DISCLOSURE OF TRADE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. IMPORTANT INFORMATION

(A) Full name of the discloser:

The Vanguard Group, Inc.

(B) Owner or manager of disclosed interests and short positions, if different from 1(a):

Naming nominated or vehicle companies is not sufficient. In a trust, the trustee(s), the settlor and the beneficiaries must be appointed.

(C) Name of the provider/applicant to whose relevant effects this form relates:

Use a separate form for each provider/contractor

International Paper Company

(D) If an exempt fund manager is associated with an offeror/contractor, please state this and specify the identity of the offeror/contractor:

(and) Date position was taken/transactions were undertaken:

When disclosing an opening position, please state the latest possible date before disclosure

September 9, 2024

(F) In addition to the undertaking in point 1(c) above, does the discloser also make disclosures in relation to any other party to the offer?

If this is a cash offer or a potential cash offer, please indicate ‘N/A’

Yes, Smith (DS) plc

2. VIEWS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe for disclosure in more than one class of relevant securities of the offeror or offeree referred to in 1(c), copy Table 2(a) or (b) (as the case may be) for each additional class of relevant securities.

  1. Interests and short positions in the relevant securities of the offeror or the recipient to which the disclosure relates after the transaction (if applicable)

Class of relevant security:

common stock

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

40,894,500

11.77%

(2) Cash settled derivatives:

(3) Equity-based derivatives (including options) and purchase/sale agreements:

TOTAL:

40,894,500

11.77%

All interests and all short positions must be disclosed.

Details of any open equity-settled derivatives positions (including traded options) or agreements to buy or sell relevant securities must be provided on a supplementary form 8 (Open vacancies).

(B) Rights to subscribe to new securities (including options for directors and other employees)

Category of relevant securities to which a subscription right applies:

Data, including the nature of the rights involved and relevant percentages:

3. ACTS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there is trading in more than one class of relevant securities of the offeror or the recipient of the offer referred to in point 1(c), copy Table 3(a), (b), (c) or (d) (as applicable) for each additional class of relevant securities in which trading takes place.

All prices and other monetary amounts must be stated in the currency.

(A) Purchases and sales

Class of relevant security

Purchase/sale

Number of effects

Price per unit

common stock

Purchase

2,897

47.61 USD

common stock

Sale

2,909

47.61 USD

(B) Cash-settled derivatives transactions

Class of relevant security

Product Description

e.g. CFD

Nature of the interaction

e.g. opening/closing a long/short position, increasing/decreasing a long/short position

Number of reference effects

Price per unit

(C) Equity transactions with derivatives (including options)

(i) Write, sell, buy or vary

Class of relevant security

Product Description e.g. call option

Writing, buying, selling, varying etc.

Number of securities to which the option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/received per unit

(ii) Excercise

Class of relevant security

Product Description

e.g. call option

Practice/practiced against

Number of effects

Exercise price per unit

(D) Other actions (including subscribing to new securities)

Class of relevant security

Nature of the interaction

e.g. subscription, conversion

Details

Price per unit (if applicable)

4. OTHER INFORMATION

(A) Indemnification and other trade regulations

Information about any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may provide an inducement to act or refrain from acting, 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:

Irrevocable commitments and letters of intent may not be included. If there are no such agreements, arrangements or understandings, please state “none”

no

(B) Agreements, arrangements or understandings relating to options or derivatives

Information about any agreement, arrangement or understanding, whether formal or informal, between the person making the disclosure and another person relating to:

(i) the voting rights of relevant securities under an option; or

(ii) the voting rights or future acquisition or disposal of relevant securities to which a derivative refers:

If there are no such agreements, arrangements or understandings, please state “none”

no

(C) Attachments

Is there a supplementary form 8 (Open Vacancies) attached?

No

Date of publication:

September 10, 2024
Contact person:

Shawn Acker
Phone number*:

001-610-669-6713

Disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

*If the reporter is a natural person, no telephone number needs to be provided, provided that the contact details have been provided to the Market Surveillance Unit of the Panel.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

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