INPAP International Paper Company (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

International Paper Company

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

September 12, 2024

International Paper Company

6400 Poplar Avenue

Memphis, Tennessee 38197

www.internationalpaper.com

Dear International Paper Shareowners:

A Special Meeting (the “Special Meeting”) of the shareowners of International Paper Company (the “International Paper Shareowners”), a New York corporation (“International Paper”) will be held virtually on October 11, 2024, at 11:00 am, Central Time, at www.virtualshareholdermeeting.com/IP2024SM.

On April 16, 2024, International Paper released an announcement pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Offer Announcement”), disclosing the terms of a recommended offer by International Paper (or its nominee) to acquire the entire issued and to be issued share capital of DS Smith Plc, a public limited company registered in England and Wales (“DS Smith”) in an all-share combination. Under the terms of the recommended offer, shareholders of DS Smith (the “DS Smith Shareholders”) will be entitled to receive, for each DS Smith ordinary share held by such shareholder, 0.1285 new shares of common stock of International Paper, par value $1.00 per share (the “Common Stock”). We refer to our recommended offer as the “Offer,” and to our potential acquisition of ordinary shares of DS Smith as the “Acquisition.” The Acquisition is to be effected by means of a court-sanctioned scheme of arrangement between DS Smith and DS Smith Shareholders under Part 26 of the UK Companies Act 2006, as amended. The Dollar-denominated value of the Acquisition consideration to be received by DS Smith Shareholders in connection with the Acquisition will fluctuate with the market value of the shares of Common Stock and the Dollar-to-Pound exchange rate. As of March 25, 2024, based on International Paper’s closing share price of $40.85 and an exchange rate of $1.2645:£1 on that date, the terms of the Offer value each DS Smith ordinary share at 415 pence per share, representing an aggregate equity value for DS Smith of approximately £5.8 billion on a fully diluted basis, or approximately $7.3341 billion. As of September 6, 2024, the last practicable date prior to the date of this proxy statement, each DS Smith ordinary share would be valued at 460 pence per share, based on the closing share price and exchange rate as of that date (based on the Bloomberg Generic Composite rate), representing an aggregate equity value for DS Smith of approximately £6.4 billion, or approximately $8.5 billion. Upon the closing of the Acquisition, DS Smith Shareholders will own approximately 34.1% of International Paper’s basic outstanding share capital, based on International Paper’s basic outstanding share capital and DS Smith’s fully diluted share capital as of September 6, 2024.

International Paper will hold a Special Meeting of the International Paper Shareowners in connection with the proposed issuance of the shares of Common Stock representing the stock consideration in the Acquisition (the “Share Issuance”). At the Special Meeting, you will be asked to consider and vote on a proposal (the “Share Issuance Proposal”) to approve the Share Issuance as well as a proposal (the “Adjournment Proposal”) to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Share Issuance Proposal.

After careful consideration, the Board of Directors of International Paper (the “International Paper Board”) has determined that the Acquisition is in the best interests of International Paper and the International Paper Shareowners and has authorized and approved the Share Issuance. The International Paper Board therefore recommends that you vote “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Acquisition and the Share Issuance. A copy of the Offer Announcement is attached as Annex I to the proxy statement, and a copy of the Co-operation Agreement, entered into in connection with the Acquisition among International Paper and DS Smith on April 16, 2024 (the “Co-operation Agreement”), is attached as Annex II to the proxy statement. The proxy statement also describes the determinations of the International Paper Board in connection with its evaluation of the Acquisition and the Share Issuance. We encourage you to read the proxy statement and its annexes carefully and in their entirety. Before deciding how to vote, you should consider the section titled “Risk Factors.” You may also obtain more information about International Paper from documents we file with the U.S. Securities and Exchange Commission from time to time as described under the section titled “Where You Can Find More Information.”

Your vote is very important.

The Acquisition cannot be implemented unless the Share Issuance Proposal is approved. Approval of the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Special Meeting. Approval of the Adjournment Proposal, which is not a condition to the Acquisition, requires the affirmative vote of a majority of the votes cast at the Special Meeting. Whether or not you plan to attend the Special Meeting, and regardless of the number of shares of Common Stock you own, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card or voting instruction form and returning it in the postage-paid envelope provided, or by voting over the telephone or via the internet as instructed in these materials. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” each of the proposals described above. If you attend the Special Meeting and vote, your vote will revoke any proxy that you have previously submitted. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions provided by that institution to vote your shares.

On behalf of International Paper, I thank you for your support and appreciate your consideration of this important matter.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this document, including the Acquisition and the Share Issuance, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated September 12, 2024 and, together with the enclosed form of proxy card, is first being mailed to International Paper Shareowners on or about September 12, 2024.

NOTICE OF SPECIAL MEETING OF SHAREOWNERS

To be held on October 11, 2024

11:00 am, Central Time

www.virtualshareholdermeeting.com/IP2024SM

A Special Meeting of the shareowners of International Paper Company (the “International Paper Shareowners”), a New York corporation (“International Paper”) will be held virtually on October 11, 2024, at 11:00 am, Central Time at www.virtualshareholdermeeting.com/IP2024SM, for the following purposes:

1. To approve the proposed issuance of shares of Common Stock (the “Share Issuance”) to the shareholders of DS Smith Plc, a public limited company registered in England and Wales (“DS Smith”), in connection with the proposed acquisition by International Paper UK Holdings Limited, an indirectly wholly owned subsidiary of International Paper (“International Paper Bidco”), of the entire issued and to be issued share capital of DS Smith (the “Acquisition”). Pursuant to the Acquisition, the shareholders of DS Smith (the “DS Smith Shareholders”) will be entitled to receive, for each DS Smith ordinary share held by such DS Smith Shareholders, 0.1285 new shares of Common Stock, resulting in the issuance of approximately 179,847,780 new shares of Common Stock, following which, DS Smith Shareholders will own approximately 34.1% of International Paper’s basic outstanding share capital, based on International Paper’s basic outstanding share capital and DS Smith’s fully diluted share capital as of September 6, 2024 (the “Share Issuance Proposal”); and

2. To adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Share Issuance Proposal (the “Adjournment Proposal”).

After careful consideration, the Board of Directors of International Paper (the “International Paper Board”) has determined that the Acquisition is in the best interests of International Paper and the International Paper Shareowners and has authorized and approved the Share Issuance. The International Paper Board therefore recommends that you vote “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

You are encouraged to read the accompanying proxy materials carefully and in their entirety and submit your proxy as soon as possible so that your shares can be voted at the Special Meeting in accordance with your instructions. You have a choice of submitting your proxy by Internet, by telephone or by mail.

The Special Meeting will be held in a virtual format and conducted solely online via live webcast to provide a safe and widely accessible experience for the International Paper Shareowners. International Paper Shareowners will be able to listen, vote and submit questions from their home or any location with internet connectivity. Online access to the webcast will open approximately 15 minutes prior to the start of the Special Meeting.

Only holders of record of Common Stock at the close of business on September 12, 2024, are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof by accessing www.virtualshareholdermeeting.com/IP2024SM and entering the 16-digit control number on the enclosed proxy card. A proxy statement containing important information about the Special Meeting and the matters being voted upon appears on the following pages.

If you are attending the meeting as a shareowner of record or registered beneficial owner, questions can be submitted by accessing the meeting center at www.virtualshareholdermeeting.com/IP2024SM, entering your control number and clicking on the Q&A icon on the right side of the page. Enter your question in the box and click send. To submit questions in advance of the Special Meeting and any adjournment or postponement of the Special Meeting, visit www.virtualshareholdermeeting.com/IP2024SM and enter the 16-digit control number on the enclosed proxy card.

Even if you plan to attend the Special Meeting or any adjournment or postponement of the Special Meeting, we encourage you to vote your shares in advance online, by phone or by mail, to ensure that your vote will be represented. Voting online or by phone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps International Paper reduce postage and proxy tabulation costs. To vote online prior to the meeting, visit www.virtualshareholdermeeting.com/IP2024SM. You will be asked to provide the control number from the enclosed proxy card.

For more detailed information, see the section titled “The Special Meeting.”

Your vote is very important, regardless of the number of shares of Common Stock that you own. Approval of the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Special Meeting, whether in person or by proxy, provided that a quorum is present. Approval of the Adjournment Proposal also requires the affirmative vote of a majority of the votes cast at the Special Meeting, whether in person or by proxy, provided that a quorum is present. A quorum will exist at the Special Meeting if the holders of record of at least one-third of the number of votes entitled to be cast upon any question to be considered at the meeting are present in person or by proxy. Abstentions will not constitute a vote cast against the Share Issuance Proposal or the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, please vote as soon as possible to ensure that your shares are represented and voted at the Special Meeting.

IMPORTANT VOTING INSTRUCTIONS

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, INTERNATIONAL PAPER URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) VIA THE INTERNET OR (3) BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions provided by that institution to vote your shares, revoke your proxy or change your vote.

International Paper urges you to read the proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes carefully and in their entirety.

If you are an International Paper Shareowner and have any questions concerning the Acquisition or the proxy statement, would like additional copies of the proxy statement, need to obtain proxy cards or need help voting, please contact International Paper’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor

New York, NY 10022

(877) 456-3442

To receive timely delivery of requested documents in advance of the Special Meeting, you should make your request no later than five business days before the date of the Special Meeting. You will not be charged for any of these documents that you request.

For additional information about documents incorporated by reference into this proxy statement, please see the section titled “Where You Can Find More Information.”

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are some questions that you, as an International Paper Shareowner, may have about the Acquisition, the Share Issuance or the Special Meeting, as applicable, and brief answers to those questions. These questions and answers may not address all questions that may be important to you as an International Paper Shareowner. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement, and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference into this proxy statement without charge by following the instructions under the section titled “Where You Can Find More Information.”

As of September 6, 2024, being the last practicable date prior to the date of this proxy statement, there were 347,379,366 shares of Common Stock outstanding. Holders of shares of Common Stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Each share of Common Stock is entitled to one vote on each proposal.

Registered Shareowners. If, as of the record date, shares of Common Stock are registered directly in your name with International Paper’s transfer agent, you are considered the shareowner of record with respect to those shares, and the proxy solicitation materials are provided to you directly by International Paper. As the shareowner of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote at the Special Meeting.

Street Name Shareowners. If, as of the record date, shares of Common Stock are held on your behalf in a brokerage account or by a broker, bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and International Paper’s proxy solicitation materials were forwarded to you by your broker, bank or other nominee, who is considered the shareowner of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. You are also invited to attend the Special Meeting and vote your shares of Common Stock at the Special Meeting by following the voting instructions provided by your broker, bank or other nominee on your proxy solicitation materials or the instructions that accompanied your proxy materials to attend the Special Meeting. If you request a printed copy of the proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use.

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Because our shares of Common Stock are listed on the New York Stock Exchange (the “NYSE”), we are subject to the listing requirements of the NYSE, and Section 312.03(c)(1) of the NYSE Listed Company Manual requires stockholder approval prior to the issuance of common stock in any transaction if the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of the common stock. The shares of Common Stock to be issued to the DS Smith Shareholders as consideration in the Acquisition (the “New International Paper Shares”) will represent voting power in excess of 20% of the total voting power outstanding before the Share Issuance. Therefore, under Section 312.03(c)(1) of the NYSE Listed Company Manual, approval by the International Paper Shareowners of the Share Issuance is required.

As of September 6, 2024, being the last practicable date prior to the date of this proxy statement, 347,379,366 shares of Common Stock were issued and outstanding. Upon the closing of the Acquisition, the DS Smith Shareholders will acquire an aggregate of up to approximately 179,847,780 New International Paper Shares. Upon the closing of the Acquisition, DS Smith Shareholders will own approximately 34.1% of International Paper’s basic outstanding share capital, based on International Paper’s basic outstanding share capital and DS Smith’s fully diluted share capital as of September 6, 2024.

Accordingly, International Paper will hold a Special Meeting of the International Paper Shareowners in connection with the Share Issuance. At the Special Meeting, the International Paper Shareowners will be asked to consider and vote on a proposal to approve the Share Issuance as well as a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Share Issuance Proposal, in each case, as further described below.

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You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your shares of Common Stock. Without instructions, a broker non-vote will result, and your shares will not be voted.

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International Paper designed the format of the virtual Special Meeting to ensure that International Paper Shareowners are afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareowner access, participation and communication through online tools. The virtual format facilitates shareowners’ attendance and participation by enabling shareowners to participate fully and equally from any location around the world.

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To participate in the Special Meeting, you will need the control number included on your proxy card or the instructions that accompanied your proxy materials. The Special Meeting webcast will begin promptly at 11:00 am, Central Time, on October 11, 2024. International Paper encourages you to access the meeting prior to the start time. Online check-in will begin 15 minutes prior to the start of the Special Meeting, and you should allow ample time for the check-in procedures.

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If you are a registered shareowner and wish to receive a separate proxy statement, we will provide these materials promptly upon written or oral request. Please request the additional copy by contacting Innisfree M&A Incorporated by telephone at (877) 456-3442 (toll free for shareowners) or (212) 750-5833 (for banks and brokers). If you hold your shares beneficially and wish to receive a separate proxy statement, please contact your bank or broker. If any International Paper Shareowners in your household wish to receive a separate proxy statement in the future, they may contact Investor Relations, International Paper, 6400 Poplar Avenue, Memphis, Tennessee 38197, or by telephone at 866-540-7095. You may also submit your request on our website, www.internationalpaper.com, under the “Contact Us” link. Other shareowners who have multiple accounts in their names or who share an address with other shareowners can authorize us to discontinue mailings of multiple proxy statements by contacting Investor Relations at the address and/or telephone number above.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF INTERNATIONAL PAPER

(in thousands of Dollars, except share information)

The following table sets forth our historical consolidated financial data as of and for the years ended December 31, 2023, 2022 and 2021, and the consolidated financial data as of and for the six months ended June 30, 2024 and 2023. The information for the years ended December 31, 2023, 2022 and 2021 was derived from our audited consolidated financial statements. The information as of the six months ended June 30, 2024 and 2023 was derived from our unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements. The operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year. The information set forth below is a summary that should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes in each case contained in our Annual Report on Form 10-K as of and for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the three months ended March 31, 2024 and the six months ended June 30, 2024, each incorporated by reference in this proxy statement, and in our Annual Report on Form 10-K as of and for the year ended December 31, 2022, which is not incorporated by reference into this proxy statement. Historical results are not necessarily indicative of the results to be expected in the future.

Summary Consolidated Statements of Operations

Summary Consolidated Balance Sheets

Summary Consolidated Statements of Cash Flows

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF DS SMITH

(in millions of Pounds, except per share information)

The following is a summary of the DS Smith financial information for DS Smith financial year 2024, DS Smith financial year 2023 and DS Smith financial year 2022. The financial information included in this “Selected Consolidated Historical Financial Data of DS Smith” section has been extracted without material adjustment from DS Smith’s audited consolidated financial statements as set out in the DS Smith financial information. This summary should be read in conjunction with that information and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of DS Smith” in this proxy statement. Prospective investors are advised to read the whole of this proxy statement and not rely on the information summarized in this “Selected Consolidated Historical Financial Data of DS Smith” section.

Historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year.

DS Smith’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) whereas International Paper’s consolidated financial statements are prepared in accordance with U.S. GAAP. U.S. GAAP differs from IFRS in a number of significant respects. International Paper has not prepared, and does not currently intend to prepare, its financial statements or the financial statements of the combined company in, or reconcile them to, IFRS and hence has not quantified these differences for prospective investors. In making an investment decision, prospective investors must rely on their own examination of the International Paper group, the terms of the Acquisition and the financial information in this proxy statement. Prospective investors should consult their own professional advisors for an understanding of the differences between IFRS and U.S. GAAP.

Summary Consolidated Income Statement

Summary Consolidated Statement of Financial Position

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Summary Consolidated Statement of Cash Flows

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SELECTED KEY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

(in thousands of Dollars)

The following table sets forth the selected unaudited pro forma financial information of the combined company, consisting of: (i) the unaudited pro forma balance sheet of the combined company as of June 30, 2024, as if the Acquisition had taken place on that date; (ii) the unaudited pro forma statement of operations of the combined company for the six months ended June 30, 2024, as if the Acquisition had taken place as of January 1, 2023; and (iii) the unaudited pro forma statement of operations of the combined company for the 12 months ended December 31, 2023, as if the Acquisition had taken place as of January 1, 2023. The unaudited pro forma financial information is based on: (i) in respect of the unaudited pro forma statement of operations and balance sheet for the six months ended June 30, 2024, (a) International Paper’s unaudited consolidated statement of operations and balance sheet as of and for the six months ended June 30, 2024 and (b) DS Smith’s audited statement of financial position as of April 30, 2024 and unaudited consolidated income statement for the six months ended April 30, 2024; and (ii) in respect of the unaudited pro forma statement of operations for the 12 months ended December 31, 2023, (a) International Paper’s audited consolidated statement of operations for the year ended December 31, 2023 and (b) DS Smith’s unaudited consolidated income statement for the 12 months ended October 31, 2023.

Summary of Unaudited Pro Forma Combined Balance Sheet as of June 30, 2024

Summary of Unaudited Pro forma Combined Statement of Operations for the six months ended June 30, 2024

Summary of Unaudited Pro Forma Combined Statement of Operations for the 12 months ended December 31, 2023

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HISTORICAL AND PRO FORMA PER SHARE DATA

The table set forth below depicts the basic and diluted earnings per share, cash dividends declared per share and book value per share for (a) International Paper and DS Smith on a historical basis, (b) the combined company on a pro forma basis and (c) DS Smith’s equivalent pro forma net earnings and book value per share attributable to 0.1285 of a share of Common Stock that would have been received for each DS Smith Share exchanged in the Acquisition, based on the average and ending exchange rates for the period. For a discussion regarding the basis of presentation, assumptions used and adjustments made in preparing the pro forma financial information presented in this proxy statement see the section entitled “Unaudited Pro Forma Combined Financial Information.”

DS Smith’s financial statements have historically been prepared in accordance with IFRS, which differs from U.S. GAAP. See the section entitled “Unaudited Pro Forma Combined Financial Information” for descriptions of pro forma adjustments.

The following table should be read in connection with the section of this proxy statement entitled “Unaudited Pro Forma Combined Financial Information,” and other information included in or incorporated by reference into this proxy statement. This information is unaudited and is presented for illustrative purposes only.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). All statements other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, our objectives for future operations, and any statements of a general economic or industry specific nature, are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “continue,” “could,” “should,” “can have,” “likely,” or the negative or plural of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe, based on information currently available to our management, may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors” of this proxy statement. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

Factors Relating to the Acquisition and the Share Issuance

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Factors Relating to our Business Generally

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International Paper cautions that the foregoing list of factors is not exhaustive. Additional factors that could cause actual results to differ materially from those expressed in the above forward-looking statements are discussed in the section entitled “Risk Factors” and in our Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q for the three months ended March 31, 2024 and six months ended June 30, 2024, and other reports we have filed with the SEC since December 31, 2023, which are incorporated by reference herein. See the section entitled “Where You Can Find More Information” for more information about the documents incorporated by reference into this proxy statement.

All of our forward-looking statements should be considered in light of these factors. There may be additional risks that neither we nor DS Smith presently know or that we and DS Smith currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide our expectations, plans or forecasts of future events and views as of the date of this proxy statement. We anticipate that subsequent events and developments will cause our assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, except as may be required under applicable securities laws and regulations. These forward-looking statements should not be relied upon as representing our or DS Smith’s assessments as of any date subsequent to the date of this proxy statement. Any forward-looking statements in this proxy statement are not guarantees of future performance, and actual results, developments and business decisions may differ from those contemplated by those forward-looking statements, possibly materially. Accordingly, you should not place undue reliance on any such forward-looking statements.

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CURRENCIES

In this proxy statement, unless otherwise specified or the context otherwise requires:

We publish our financial statements in U.S. Dollars and DS Smith publishes its financial statements in Pound Sterling. See the section of this proxy statement entitled “Exchange Rate Information” for additional information regarding the exchange rates between Pound Sterling and U.S. Dollars.

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EXCHANGE RATE INFORMATION

The following table shows, for the periods indicated, information concerning the exchange rate between U.S. Dollars and Pound Sterling. The information in the following table is expressed in U.S. Dollars per Pound Sterling and sets forth the noon buying rates in New York City for cable transfers in foreign currencies for customs purposes, as published by the Federal Reserve Bank of New York. The average rate means the average of the exchange rates on the last day of each month during the year.

On September 6, 2024 (being the last practicable date prior to the date of this proxy statement), the exchange rate, based on the noon buying rate in New York City for cable transfers in foreign currencies for customs purposes by the Federal Reserve Bank of New York, was $1.3136 per £1.00. The average rate, which means the average of the exchange rates on the last day of each month during the year 2024 up to September 6, 2024, was $1.2733 per £1.00. These translations should not be construed as a representation that the U.S. Dollar amounts actually represent, or could be converted into, Pound Sterling at the rates indicated.

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RISK FACTORS

In addition to the other information incorporated by reference or included in this proxy statement, including the risks identified in our Annual Report on Form 10-K filed with the SEC on February 16, 2024, Quarterly Reports on Form 10-Q (i) for the quarter ended March 31, 2024 filed with the SEC on April 26, 2024 and (ii) for the quarter ended June 30, 2024 filed with the SEC on July 26, 2024, and the matters addressed in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements,” you should carefully consider the following risks before deciding how to vote on the proposals presented at the Special Meeting. The risks and uncertainties described below are not the only risks and uncertainties that we face. The risks below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements, discussed further below in the section entitled “Cautionary Statement Concerning Forward-Looking Statements.”

Risks related to the Acquisition and the Share Issuance

International Paper may fail to realize the anticipated benefits and operating synergies expected from the Acquisition, which could adversely affect the combined company’s business, financial condition and operating results.

The success of the Acquisition will depend, in significant part, on the ability of International Paper to successfully integrate DS Smith, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the Acquisition. International Paper believes that the addition of DS Smith will complement International Paper’s strategy by bringing together two complementary businesses to create a global packaging solutions leader with enhanced scale and improved positions in attractive and growing markets. We expect that the Acquisition will generate significant synergies. Achieving these goals requires growth of the revenue of the combined company and realization of the targeted operating synergies expected from the Acquisition. This growth and the anticipated benefits of the Acquisition may not be realized fully or at all, or may take longer to realize than International Paper expects. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than International Paper expects or may take longer to achieve than anticipated. If the combined company is not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Acquisition within a reasonable time, the business, financial condition and operating results of the combined company may be adversely affected.

The Acquisition will result in significant integration costs and any material delays or unanticipated additional expenses may harm the combined company’s business, financial condition and results of operations. International Paper may not be able to integrate DS Smith into the combined company successfully.

The Acquisition involves the integration of two businesses that previously operated independently. The complexity and magnitude of the integration effort associated with the Acquisition are significant and require that International Paper fund significant capital and operating expenses to support the integration of the combined operations. Such expenses have included, and will continue to include, significant transaction, consulting and third-party service fees. We anticipate that the total costs to achieve the synergies associated with the Acquisition would be approximately $370 million (£297 million). However, the anticipated costs are subject to change. We have incurred, and expect to continue to incur, additional operating expenses as we build up internal resources and engage third-party providers to integrate the combined company following the closing of the Acquisition. Additionally, the process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the combined company. The diversion of management’s attention and any delays or difficulties encountered in connection with the integration of the operations, or the failure to successfully integrate the two businesses, could have a material adverse effect on the business, financial condition and results of operations of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

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The Acquisition may expose us to significant unanticipated liabilities that could adversely affect our business, financial condition and results of operations.

The Acquisition may expose us to significant unanticipated liabilities relating to the operation of the combined company. These liabilities could include tax liabilities, employment or severance-related obligations under applicable law or other benefits arrangements, legal claims, warranty or similar liabilities to customers, and claims by or amounts owed to vendors. Particularly in international jurisdictions, the Acquisition, or our decision to independently enter new international markets where DS Smith previously conducted business, could also expose us to tax liabilities and other amounts owed by DS Smith. The occurrence of such unforeseen or unanticipated liabilities, should they be significant, could have a material adverse effect on the combined company’s business, financial condition and results of operations.

Shareowners in the combined company will be more exposed to currency exchange rate fluctuations as, following the closing of the Acquisition, there will be an increased proportion of assets, liabilities and earnings denominated in foreign currencies.

As a result of the closing of the Acquisition, the financial results of the combined company will be more exposed to currency exchange rate fluctuations and an increased proportion of assets, liabilities and earnings will be denominated in non-U.S. Dollar currencies. The combined company will present its financial statements in U.S. Dollars and will have a significant proportion of net assets and income in non-U.S. Dollar currencies, primarily the Pound Sterling and euro. The combined company’s financial condition and results of operation will therefore be more sensitive to movements in foreign exchange rates. A depreciation of non-U.S. Dollar currencies relative to the U.S. Dollar could have an adverse impact on the combined company’s financial results.

Certain of DS Smith’s agreements may contain change of control provisions which, if not waived, would have material adverse effects on the combined company.

DS Smith is a party to various agreements with third parties, including certain financing agreements, customer and supplier contracts and other material contracts, that may contain change of control provisions that will be triggered upon the closing of the Acquisition. In addition, certain DS Smith financing instruments contain change of control provisions that will be triggered upon the closing of the Acquisition if coupled with a downgrade in (or withdrawal of) the credit rating of the applicable instruments to below investment grade during a period of time after closing of the Acquisition. Agreements with change of control provisions typically provide for or permit the termination of the agreement and/or the ability to demand repayment or redemption upon the occurrence of a change of control of one of the parties which can be waived by the relevant counterparties. If International Paper and DS Smith determine that one or more such waivers are necessary, DS Smith will make reasonable efforts to seek and obtain these waivers. There can be no assurance that such consent will be obtained at all or on favorable terms, and as of the date of this proxy statement no such waivers have been sought or obtained. The inability to obtain waivers from more than one relevant counterparty and/or the requirement to repay or redeem such financing instruments could have a material adverse effect on the combined company’s business, financial condition, cash flow and results of operations.

The unaudited prospective financial information contained in this proxy statement is inherently subject to uncertainties and may now be outdated, and the combined company’s actual financial position and operating results following the closing of the Acquisition may differ materially from these estimates included in this proxy statement.

International Paper Shareowners should be aware that the International Paper Forecasts (other than (a) the 2024 International Paper Forecasts and (b) the 2025 and 2026 International Paper Adjusted EBITDA Forecasts) do not represent International Paper management’s view of future performance as the International Paper Forecasts were prepared prior to Mr. Silvernail being appointed the Chief Executive Officer of International Paper on May 1, 2024 and, therefore, do not reflect International Paper’s recently announced 80/20 strategic approach targeting $4 billion mid-cycle EBITDA in International Paper’s existing business over the medium

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term. In particular, the International Paper Forecasts do not reflect planned commercial improvements that are expected to drive margin expansion and profitable growth from improved customer and product segmentation, stronger focus on customer excellence, value-based pricing, and investments in commercial resources and box system capabilities to improve customer performance through best-in-class reliability, productivity and innovation. For more information, see the section of this proxy statement entitled “Information About the DS Smith Acquisition—Certain Unaudited Prospective Financial Information.”

The opinion of International Paper’s financial advisor, BofA Securities, does not reflect changes in circumstances that may occur between the date of the Offer Announcement and the closing date of the Acquisition.

Consistent with market practice, the International Paper Board has not obtained an updated opinion from its financial advisor, BofA Securities, as of the date of this proxy statement and does not expect to receive an updated, revised or reaffirmed opinion prior to the closing of the Acquisition. Changes in the operations, performance, strategies (including the recently announced 80/20 strategy) and prospects of International Paper, general market and economic conditions and other factors that may be beyond the control of International Paper, and on which BofA Securities’ opinion is based, has affected the value of International Paper and the market price of its shares of Common Stock since the date of the opinion of BofA Securities, and may further affect such value and market price by the time of the closing of the Acquisition. The opinion of BofA Securities does not speak as of the time of closing or as of any date other than the date of the opinion. Because BofA Securities will not be updating its opinion, the opinion will not address the fairness, from a financial point of view, to International Paper of the Exchange Ratio in the Acquisition at the time of closing. The International Paper Board’s recommendation that International Paper Shareowners vote “FOR” the Share Issuance Proposal, however, is made as of the date of this proxy statement.

The complexity of the integration and transition associated with the Acquisition, together with DS Smith’s increased scale and global presence, may result in International Paper incurring significant costs to implement changes to its control over financial reporting in respect of the combined company.

The additional scale of DS Smith’s operations, together with the complexity of the integration effort, including changes to or implementation of critical information technology systems, may result in International Paper incurring significant costs, including management time, to integrate and implement changes to its controls over financial reporting with that of DS Smith. In addition, International Paper will have to train new employees and third-party providers, and assume operations in jurisdictions where International Paper has not previously had operations. Further, DS Smith is currently not subject to Section 404 of the Sarbanes-Oxley Act of 2002 (the “SOX Act”) and the standards required under Section 404(a) of the SOX Act regarding internal controls over financial reporting may be more stringent than those previously required of DS Smith. International Paper expects that the Acquisition may necessitate significant modifications to International Paper’s internal control systems, processes and information systems, both on a transitional basis and over the longer-term as the combined company is fully integrated. Due to the complexity of the Acquisition, and the fact that DS Smith is currently not subject to Section 404 of the SOX Act, International Paper cannot be certain that changes to its internal control over financial reporting will be effective for any period, or implemented in an efficient manner which does not incur significant costs and management time. If International Paper is unable to implement such changes to our internal controls over financial reporting in an efficient manner, the combined company’s business, financial condition and results of operations and the market perception thereof may be materially adversely affected.

The Share Issuance will reduce the existing International Paper Shareowners’ aggregate ownership and voting interest in International Paper, will result in existing International Paper Shareowners exercising less influence over the management of International Paper, and may adversely affect the market price of the shares of Common Stock.

In connection with the payment of the Acquisition consideration, International Paper expects to issue approximately 179,847,780 New International Paper Shares. International Paper Shareowners and DS Smith

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Shareholders are expected to own approximately 65.9% and 34.1%, respectively, of the combined company following the closing of the Acquisition. The Share Issuance will reduce International Paper’s existing International Paper Shareowners’ ownership and voting interest in International Paper and, as a result, International Paper’s existing International Paper Shareowners, individually and in the aggregate, will be able to exert less influence over the management of International Paper. Additionally, continuing International Paper’s current dividend practices following the Acquisition will require additional cash to pay such dividends. For this and other reasons generally affecting the ability to pay dividends, International Paper Shareowners may not receive the same dividends they have received in the past following the closing of the Acquisition. The Share Issuance may also result in fluctuations in the market price of the shares of Common Stock, including a price decrease.

Even if a material adverse change to DS Smith’s business or prospects were to occur prior to the closing of the Acquisition, International Paper may not be able to invoke the offer conditions and terminate the Acquisition, which could reduce the value of the shares of Common Stock.

Under the Takeover Code, and except for a limited number of conditions, such as the approval of the Share Issuance Proposal and the approval of the Acquisition by the DS Smith Shareholders (or the minimum acceptance condition if the Acquisition is implemented by way of a takeover offer), International Paper may invoke a condition to the Acquisition to cause the Acquisition not to proceed only if the Panel is satisfied that the circumstances giving rise to that condition not being satisfied are of material significance to International Paper in the context of the Acquisition. Because of this Panel consent requirement, the conditions, including as to a material adverse change affecting DS Smith, may provide International Paper less protection than the customary conditions in an offer for a U.S. domestic company.

The Takeover Code restricts International Paper’s ability to cause DS Smith to consummate the Acquisition and limits the relief International Paper may obtain in the event the DS Smith Board of Directors withdraws its support of the Acquisition.

The Takeover Code limits the contractual commitments that may be obtained from DS Smith to take actions in furtherance of the Acquisition, and the DS Smith Board of Directors may, if its fiduciary duties so require, withdraw its recommendation in support for the Acquisition, and withdraw the scheme of arrangement, at any time prior to the scheme of arrangement becoming effective. The Takeover Code does not permit DS Smith to pay any break fee to International Paper if the DS Smith Board of Directors does so, nor can DS Smith be subject to any restrictions on soliciting or negotiating other offers or transactions involving DS Smith other than the restrictions that arise under the Takeover Code against undertaking actions or entering into agreements which might frustrate the Acquisition.

The Acquisition is subject to various closing conditions, including governmental, regulatory and shareholder approvals, as well as other uncertainties, and there can be no assurances as to whether or when it may be completed. Failure to consummate, or a delay in consummating, the Acquisition could negatively impact International Paper’s and DS Smith’s respective share prices and future business and financial results.

The closing of the Acquisition is subject to certain customary conditions. A number of the conditions are not within the control of International Paper or DS Smith, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the closing of the Acquisition. These conditions include, among other things: (i) the approval of the scheme of arrangement contemplated by the Offer Announcement by a majority in number of DS Smith Shareholders who are present and vote (either in person or by proxy) and who represent not less than 75% in value of the DS Smith Shares voted by those DS Smith Shareholders; (ii) the sanction of the scheme of arrangement by the Court; (iii) the scheme of arrangement becoming effective no later than the Long Stop Date (or such later date as International Paper and DS Smith may agree, with the consent of the Panel and as the Court may allow); (iv) approval of the Share Issuance Proposal by the International Paper Shareowners; (v) the receipt of certain required antitrust and other regulatory approvals; (vi) confirmation having been received by International Paper that the New International Paper Shares have been approved for listing, subject to official

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notice of issuance, on the NYSE; (vii) acknowledgment having been received by International Paper from the FCA that the application for admission of the shares of Common Stock has been approved and acknowledgment having been received by International Paper from the LSE that the shares of Common Stock will be admitted to trading on the Main Market for listed securities of the LSE.

International Paper and DS Smith cannot predict with certainty whether and when any of the remaining required conditions will be satisfied or if another uncertainty may arise. Failure to complete the Acquisition within the expected timeframe or at all could adversely affect the business, financial condition and results of operations of International Paper and DS Smith and, to the extent that the current price of each of International Paper’s and DS Smith’s shares reflects an assumption that the Acquisition will be completed, the price per share of shares of Common Stock and/or DS Smith Shares could be negatively impacted. Similarly, International Paper and DS Smith will have incurred, and will continue to incur, significant expenses for professional services in connection with the Acquisition, for which it will have received little or no benefit and International Paper and DS Smith may experience negative publicity and reactions from investors, employees, customers and other business partners.

If certain conditions or approvals are not met or obtained, International Paper may be required to pay a reverse break fee under the terms of the Co-operation Agreement.

In certain circumstances, such as when there is an International Paper Board Recommendation Change with respect to the Share Issuance or the Special Meeting has not occurred by the Long Stop Date, International Paper will be required to pay a reverse break fee of approximately $221 million to DS Smith. Furthermore, if International Paper invokes any regulatory condition or any regulatory conditions have not been satisfied or waived by International Paper by the Long Stop Date, International Paper will be required to pay a reverse break fee of approximately $147 million to DS Smith. In addition, if the International Paper Shareowners do not approve the Share Issuance Proposal prior to the Long Stop Date and there has been no International Paper Board Recommendation Change, International Paper will be required to pay a reverse break fee of approximately $74 million to DS Smith. If a reverse break fee is ultimately required to be paid by International Paper, the payment of such fee will have an adverse impact on International Paper’s financial results.

Efforts to complete the Acquisition could disrupt International Paper’s and DS Smith’s relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could negatively impact International Paper’s and DS Smith’s business, financial condition and operating results.

International Paper and DS Smith have expended, and continue to expend, significant management time and resources in an effort to complete the Acquisition, which may have a negative impact on International Paper’s and DS Smith’s ongoing business, strategies and operations. Uncertainty regarding the outcome of the Acquisition and our future could disrupt International Paper’s and DS Smith’s business relationships with their respective existing and potential customers, channel partners, service providers and other business partners, who may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than International Paper or DS Smith. Uncertainty regarding the outcome of the Acquisition could also adversely affect International Paper’s and DS Smith’s ability to recruit and retain key personnel and other employees. The pending Acquisition may also result in negative publicity and a negative impression of International Paper or DS Smith in the financial markets, and may lead to litigation against International Paper or DS Smith and their respective directors and officers. Such litigation would be distracting to management and may, in the future, require International Paper or DS Smith to incur significant costs. Such litigation could result in the Acquisition being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Acquisition from being completed. The occurrence of any of these events individually or in combination could have a material and adverse effect on the business, financial condition and results of operations of International Paper and DS Smith.

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Risks related to ownership of shares of Common Stock

The market price for the shares of Common Stock following the closing of the Acquisition may be affected by factors different from those that historically have affected the DS Smith Shares and the shares of Common Stock.

Upon the closing of the Acquisition, the DS Smith Shareholders will become holders of the shares of Common Stock. DS Smith and International Paper each have businesses that differ from each other. Accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently affecting the results of operations of each of DS Smith and International Paper. For a discussion of the businesses of DS Smith and International Paper and of certain important factors to consider in connection with those businesses, see the section of this proxy statement entitled “Risks related to the business of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.”

The market price and trading volume of the shares of Common Stock may be particularly volatile in the period following the closing of the Acquisition, and holders of the shares of Common Stock could lose a significant portion of their investment due to drops in the market price of the shares of Common Stock.

The market price and trading volume of shares of Common Stock may be volatile following the closing of the Acquisition, and the International Paper Shareowners may not be able to resell their shares of Common Stock at or above their value on the closing date of the Acquisition due to fluctuations in the market price, including changes in price caused by factors unrelated to the combined company’s operating performance or prospects.

The market price and trading volume of the shares of Common Stock could fluctuate significantly for many reasons, including, without limitation:

In the past, following large price declines in the public market price of a company’s securities, securities class action litigation has often been initiated against that company. Litigation of this type against the combined company could result in substantial costs and diversion of management’s attention and resources, which could adversely affect its business, results of operations, financial condition and/or future prospects. Any adverse determination in litigation against the combined company could also subject it to significant liabilities.

Substantial future sales of shares of Common Stock or future sales by particular persons could impact the trading price of the shares of Common Stock.

Sales of a substantial number of shares of Common Stock or sales of shares of Common Stock by particular persons, or the perception that these sales might occur, could depress the market price of the shares of Common Stock and could impair the combined company’s ability to raise capital through the sale of additional equity securities. For example, DS Smith Shareholders may decide to sell the New International Paper Shares received by them in the Acquisition, rather than remain International Paper Shareowners, which could have an adverse impact on the trading price of the shares of Common Stock.

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There is currently no U.K. market for the shares of Common Stock, notwithstanding International Paper’s intention to be admitted to trading on the LSE. A U.K. market for the shares of Common Stock may not develop, which would adversely affect the liquidity and price of the shares of Common Stock.

There is currently no U.K. market for the shares of Common Stock. Therefore, investors cannot benefit from information about prior market history in the U.K. market when making their decision to invest. Although International Paper’s current intention is that the shares of Common Stock will trade on the LSE (in addition to the NYSE), it cannot assure investors that it will be able to successfully achieve a listing on the LSE, nor maintain it. In addition, an active U.K. trading market for the shares of Common Stock may not develop or, if developed, may not be maintained. Investors may be unable to sell their shares of Common Stock unless a market can be established and maintained, and if International Paper subsequently obtains a further listing on an exchange in addition to, or in lieu of, the LSE, the level of liquidity of the shares of Common Stock on the LSE may decline.

International Paper’s maintenance of two exchange listings may adversely affect liquidity in the market for the shares of Common Stock and result in pricing differentials of shares of Common Stock between the two exchanges.

Trading in shares of Common Stock on the LSE and the NYSE will take place in different currencies (Pound Sterling on the LSE and U.S. Dollars on the NYSE) and at different times (resulting from different time zones, different trading hours and different trading days for the LSE and the NYSE). The trading prices of shares of Common Stock on these two exchanges may at times differ due to these and other factors. Any decrease in the price of shares of Common Stock on the NYSE could cause a decrease in the trading price of shares of Common Stock on the LSE and vice versa.

The benefits International Paper expects of the dual listing on the NYSE and the LSE, which are increased liquidity, visibility among investors and access to investors who may be able to hold listed shares in the United Kingdom, but not the United States, and vice versa, may not be realized or, if realized, may not be sustained, and the costs and additional regulatory burdens associated with a dual listing may ultimately outweigh the associated benefits.

Upon the closing of the Acquisition, distributions to Non-U.S. Holders may be subject to U.S. federal income tax.

Following the closing of the Acquisition, former DS Smith Shareholders that are Non-U.S. Holders (as defined below) will be subject to U.S. withholding tax on dividends paid with respect to their International Paper Common Stock, as described below. The Acquisition is not expected to impact the U.S. federal income taxation of International Paper Shareowners, including any such shareholders that are Non-U.S. Holders already subject to tax as described below.

International Paper is a domestic corporation for U.S. federal income tax purposes, and as such, distributions it pays to Non-U.S. Holders with respect to their shares of Common Stock, to the extent paid out of International Paper’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), are generally subject to U.S. federal income tax. For such purposes, a “Non-U.S. Holder” is any beneficial owner of International Paper Common Stock that, for U.S. federal income tax purposes, is neither a partnership, nor (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate that is subject to U.S. federal income tax on its income regardless of its source, or (iv) a trust if it (a) is subject to the primary supervision of a U.S. court and one or more United States persons (as defined in Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended) have the authority to control all substantial decisions of the trust, or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. Provided any such distributions

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treated as dividends are not effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, attributable to a U.S. permanent establishment or fixed base maintained by such Non-U.S. Holder), such dividends will be subject to withholding tax from the gross amount of the applicable dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Dividends paid by International Paper to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, attributable to a U.S. permanent establishment or fixed base maintained by such Non-U.S. Holder) will generally not be subject to U.S. federal withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders. If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty), subject to certain adjustments.

Risks related to the businesses of International Paper, DS Smith, and, following the closing of the Acquisition, the combined company

Fluctuations in the prices of and the demand for the products of International Paper, DS Smith, and, following the closing of the Acquisition, the combined company due to factors such as economic cyclicality and changes in customer or consumer preferences, and government regulation could materially affect their financial condition, results of operations and cash flows.

Substantially all of the businesses of International Paper and DS Smith have experienced and, following the closing of the Acquisition, the businesses of the combined company are likely to continue to experience, cycles relating to industry capacity, customer demand, and general economic conditions. The length and magnitude of these cycles have varied over time and by product. Product prices and sales volumes have fallen in the past in periods and regions where demand was lower than available supply, and there can be no assurance that this will not recur. New or existing producers of pulp or paper products may add or adjust capacity affecting available supply. Further, changes in customer or consumer preferences may increase or decrease the demand for fibre-based products and non-fibre substitutes. Customer and consumer preferences change based on, among other factors, cost, convenience, health concerns and perceptions and an increased awareness of sustainability considerations. In some areas, customers have increasingly shown interest in environmentally-friendly products such as fibre-based packaging. Advances in non-fibre technologies such as plastic packaging or other materials could result in decreased demand for the products of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. In addition, legal developments, such as new regulations on single-use packaging products could significantly alter the market for the products of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. Any of the foregoing, including a failure to anticipate and respond to changing trends, customer preferences and technological and regulatory developments could have a material adverse effect on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. A lack of investor confidence in the paper and packaging industry could also have a negative impact on their business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

Changes in the cost or availability of raw materials, energy and transportation have recently affected, and could continue to affect profitability.

International Paper and DS Smith rely and, following the closing of the Acquisition, the combined company will rely, heavily on the use of certain raw materials (principally virgin wood fibre, recycled fibre, caustic soda, starch and adhesives), energy sources (principally biomass, natural gas, electricity and fuel oil) and third-party

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transport companies. The market price of virgin wood fibre varies based upon availability, demand, quality, and source. The global supply and demand for recycled fibre may be affected by factors such as trade policies between countries, individual governments’ legislation and regulations, and general macroeconomic conditions. In addition, the increase in demand of products manufactured, in whole or in part, from recycled fibre, on a global basis, may cause significant fluctuations in recycled fibre prices. Taking into account ongoing inflationary conditions in domestic and global markets, International Paper and DS Smith have experienced and, following the closing of the Acquisition, the combined company may continue to experience, a significant increase in various costs, including recycled fibre, energy, freight, chemical, and other supply chain costs, which has adversely affected the operations of International Paper and DS Smith and, following the closing of the Acquisition, is expected to adversely affect the results of the combined company’s operations. Moreover, the availability of labor and the market price for fuel may affect third-party transportation costs.

In addition, because the businesses of International Paper, DS Smith and, following the closing of the Acquisition, the combined company operate in highly competitive industry segments, International Paper and DS Smith have not always been able to, and, following the closing of the Acquisition, the combined company may in the future be unable to, recoup past or future increases in the costs of any raw materials, energy sources or transportation sources from customers, which significantly affect profitability. In addition, where International Paper, DS Smith and, following the closing of the Acquisition, the combined company is able to recoup its cost increases, there may be a delay between the onset of the cost increases and the recoupment. Any inability to recover input cost increases could lead to a material adverse effect on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

International Paper and DS Smith have and, following the closing of the Acquisition, the combined company will have significant exposure to energy costs, in particular gas, electricity and other fuel costs. Energy prices have fluctuated dramatically in the past and may continue to increase and/or fluctuate in the future. Transportation costs are also impacted by energy costs since a key component of transportation costs relates to the cost of petrol. International Paper, DS Smith and, following the closing of the Acquisition, the combined company do and will continue to employ strategies and tools to reduce the volatility of energy costs and ensure a degree of certainty over future energy costs. However, there can be no certainty that those strategies and tools will continue to manage such impact in the future. Volatile and increasing energy prices, including as a consequence of the conflict between Russia and Ukraine, or a failure in such strategies and tools could have a material adverse effect on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

International Paper and DS Smith are and, following closing of the Acquisition, the combined company will continue to be affected by adverse developments in general business and economic conditions, which could have an adverse effect on the demand for their products, their financial condition and the results of their operations.

General economic conditions may adversely affect industrial non-durable goods production, consumer confidence and spending, commercial printing and advertising activity, and employment levels, all of which impact demand for the products of, or otherwise adversely affect, International Paper, DS Smith and, following the closing of the Acquisition, the combined company. International Paper, DS Smith and, following the closing of the Acquisition, the combined company may also be adversely affected by catastrophic or other unforeseen events, including health epidemics or pandemics, such as COVID-19, natural disasters, geopolitical events, military conflicts, terrorism, port and canal blockages and similar disruptions, political, financial or social instability, or civil or social unrest. Future health pandemics could adversely impact portions of the business of International Paper, DS Smith and, following the closing of the Acquisition, the combined company to varying degrees, including as the result of lower demand for certain products, supply chain and labor disruptions, and higher costs. These effects could have a material impact on the business, results of operations, cash flow, liquidity, or financial condition of International Paper, DS Smith and, following the closing of the Acquisition,

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the combined company. Moreover, negative economic conditions or other adverse developments with respect to the business of International Paper, DS Smith and, following the closing of the Acquisition, the combined company have resulted in, and may in the future result in impairment charges which could be material. Volatility or uncertainty in the financial, capital and credit markets, and negative developments associated with interest rates, asset values, currency exchange rates and the availability of credit, could also have a material adverse effect on the business, financial condition and results of operations of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

Macroeconomic conditions in the U.S., U.K., Europe and globally continue to be challenging in various respects, including as the result of significant inflationary pressures, elevated interest rates, challenging labor market conditions, and adverse effects associated with current geopolitical conditions. The operations of International Paper and DS Smith have been and, following the closing of the Acquisition, the combined company is expected to continue to be, adversely affected by these negative macroeconomic conditions, including as the result of lower demand for certain products, and higher raw material and labor costs. Further, because the markets for packaging products in many industrialized countries are generally mature, there is a significant degree of correlation between economic growth and demand for packaging products. Therefore, any deterioration in macroeconomic conditions in the U.S., U.K., Europe and/or globally resulting in a slowdown in economic growth may correlate with a corresponding decline in demand for packaging products in those markets. Moreover, any significant deterioration in current negative macroeconomic conditions, or any recovery therefrom that is significantly slower than anticipated, could have a material adverse effect on the business, results of operations or financial condition of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. Further, if current negative macroeconomic conditions result in significant disruptions to capital and financial markets, the cost of borrowing, ability to access capital on favorable terms, and overall liquidity of International Paper, DS Smith and, following the closing of the Acquisition, the combined company could be adversely affected.

The COVID-19 pandemic adversely impacted portions of the business of International Paper and DS Smith to varying degrees, including as the result of lower demand for certain products, supply chain and labor disruptions, and higher costs. If public health conditions related to COVID-19 or a similar health epidemic or pandemic were to significantly worsen in the U.S., U.K., Europe or in other markets in which International Paper, DS Smith and, following the closing of the Acquisition, the combined company operate, the business and financial results of International Paper, DS Smith and, following the closing of the Acquisition, the combined company could be adversely impacted. International Paper, DS Smith and, following the closing of the Acquisition, the combined company may be unable to effectively respond to or predict any such developments.

Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect the cost of financing of International Paper, DS Smith and, following the closing of the Acquisition, the combined company and have an adverse effect on the market price of their respective securities.

Maintaining an investment-grade credit rating is an important element of the financial strategy of International Paper and DS Smith and, following the closing of the Acquisition, will continue to be an important element of the combined company’s financial strategy. A downgrade of ratings below investment grade will likely eliminate the ability of International Paper, DS Smith and, following the closing of the Acquisition, the combined company to access the commercial paper market, may limit access to the capital markets, have an adverse effect on the market price of the securities of International Paper, DS Smith and, following the closing of the Acquisition, the combined company, increase borrowing costs and require International Paper, DS Smith and, following the closing of the Acquisition, the combined company to post collateral for derivatives in a net liability position. The desire to maintain an investment grade rating may cause International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company to take certain actions designed to improve their respective cash flow, including a sale of assets, suspension or reduction of dividends and reductions in capital expenditures and working capital.

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Certain of International Paper’s and DS Smith’s debt agreements provide for an interest rate increase in case of a credit rating downgrade. This applies to agreements governing approximately $1.1 billion of International Paper’s debt as of June 30, 2024 and to agreements governing approximately £2.4 billion of DS Smith’s debt as of April 30, 2024. As a result, a downgrade in credit rating may lead to an increase in interest expenses. There can be no assurance that the credit ratings of International Paper, DS Smith and, following the closing of the Acquisition, the combined company will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency’s judgment, circumstances so warrant. Any such downgrade, suspension or withdrawal of credit ratings could adversely affect the cost of borrowing of International Paper, DS Smith and, following the closing of the Acquisition, the combined company, limit access to the capital markets or result in more restrictive covenants in agreements governing the terms of any future indebtedness that International Paper, DS Smith and, following the closing of the Acquisition, the combined company may incur.

International Paper and DS Smith are and, following the closing of the Acquisition, the combined company will be subject to risks associated with climate change and other sustainability matters and global, regional and local weather conditions as well as by legal, regulatory, and market responses to climate change.

Climate change impacts, including rising temperatures and the increasing severity and/or frequency of adverse weather conditions, may result in operational impacts on the facilities of International Paper, DS Smith and, following the closing of the Acquisition, the combined company, as well as supply chain disruptions and increased raw material and other costs. These adverse weather conditions and other physical impacts which may be exacerbated as the result of climate change include floods, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, snow, ice storms and drought. Climate change may also contribute to the decreased productivity of forests, a key source in the production of paper products, and adverse impacts on the distribution and abundance of species, and the spread of disease and insect epidemics, any of which developments could adversely affect forestland management and the availability of energy and water resources. The effects of climate change and global, regional and local weather conditions, including the resulting financial costs of compliance with legal or regulatory initiatives, could have a material adverse effect on the results of operations and business of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

There has been an increased focus, including from investors, customers, the general public, domestic and foreign governmental and nongovernmental authorities, regarding sustainability matters, including with respect to climate change, greenhouse gas (“GHG”) emissions, packaging and waste, sustainable supply chain practices, biodiversity, deforestation, land, energy and water use, diversity and inclusion and other human capital matters. This increased focus on sustainability matters, including climate change, may result in more prescriptive reporting requirements with respect to sustainability metrics and other new requirements, an increased expectation that such metrics will be voluntarily disclosed by companies such as International Paper, DS Smith and, following the closing of the Acquisition, the combined company, and increased pressure to make commitments, set targets, or establish goals, and take action to meet them, which may cause the incurrence of increased compliance costs. As the result of this increased focus and commitment to sustainability matters, International Paper and DS Smith have each (either voluntarily and/or as required by applicable law and regulation) provided disclosure and established targets and goals with respect to various sustainability matters, including climate change. For example, International Paper has publicly committed to reducing its Scope 1, 2 and 3 GHG emissions by 35% from 2019 to 2030 and DS Smith has publicly committed to reduce its Scope 1, 2 and 3 GHG emissions by 46% from 2019 to 2030, which have each been approved by Science-Based Targets initiative as consistent with levels required to meet the goals of the 2015 Paris Agreement. Meeting these and other sustainability targets and goals have increased the capital and operational costs of International Paper and DS Smith and, following the closing of the Acquisition, may increase the capital and operational costs of the combined company.

There also continues to be a lack of consistency in legal and regulatory initiatives regarding climate change across jurisdictions and various governmental entities. Additional expenses are expected to be incurred as a result

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of domestic and international regulators requiring additional disclosures regarding GHG emissions. Further, there can be no assurance regarding the extent to which the climate and other sustainability targets of International Paper, DS Smith and, following the closing of the Acquisition, the combined company can be achieved, and the achievement of these targets is subject to various risks and uncertainties, some of which are outside the control of International Paper and DS Smith and, following the closing of the Acquisition, the combined company. Moreover, there is no assurance that investments made in furtherance of achieving such targets and goals will meet investor expectations or any binding or non-binding legal standards regarding sustainability performance. If International Paper, DS Smith and, following the closing of the Acquisition, the combined company are unable to meet climate and other sustainability targets and goals, on projected timelines or at all, or if such goals and targets are perceived negatively, including the perception that they are not sufficiently robust or, conversely, are too costly or not otherwise in the best interests of the relevant company, investor, customer and other stakeholder relationships could be damaged, which could adversely impact the reputation, business and results of operations of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. Moreover, not all of International Paper’s, DS Smith’s and, following the closing of the Acquisition, the combined company’s competitors establish climate or other sustainability targets and goals at comparable levels, which could result in competitors having lower supply chain or operating costs as well as reduced reputational risks associated with not meeting such goals.

International Paper, DS Smith and, following the closing of the Acquisition, the combined company may be unable to manage energy demand needs within their respective sustainability targets and certain of their respective acquisitions may bring new sustainability challenges. Such inability to manage sustainability demands and challenges could have a significant impact on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. Other climate-related business risks that International Paper and DS Smith face and, following the closing of the Acquisition, the combined company will face, include risks related to the transition to a lower-carbon economy, such as increased prices for fossil fuels; the introduction of a carbon tax; increased regulation of operations and products, and the resulting potential for increased litigation; and more stringent and/or complex environmental and other permitting requirements. To the extent that climate-related business risks materialize, particularly if International Paper, DS Smith and, following the closing of the Acquisition, the combined company are unprepared for them, International Paper, DS Smith and, following the closing of the Acquisition, the combined company may incur unexpected costs, and the business of International Paper, DS Smith and, following the closing of the Acquisition, the combined company may be materially and adversely affected.

International Paper and DS Smith are and, following the closing of the Acquisition, the combined company will be subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in the technology used to manage operations and other business processes.

The business operations of International Paper and DS Smith rely, and following the closing of the Acquisition, the business operations of the combined company will rely, on securely managed information technology systems, some of which are provided or managed by third parties, for data capture, processing, storage and reporting. International Paper and DS Smith have each invested in information technology security initiatives and risk management, as well as incident response, business continuity and disaster recovery plans, but it is not possible to eliminate all systematic or external risk. Further, the development and maintenance of information technology security measures is costly and requires ongoing monitoring, testing and updating as technologies and processes change, and efforts to overcome security measures become increasingly sophisticated. Additionally, the global regulatory environment surrounding information security, data privacy and data protection is becoming increasingly restrictive and is evolving frequently.

The current cyber threat environment presents increased risk for all companies, including those in International Paper and DS Smith’s industry. Like other global companies, the systems of International Paper, DS Smith and, following the closing of the Acquisition, the combined company are subject to recurring attempts

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by third parties to access information, manipulate data or disrupt operations. In this regard, each of International Paper and DS Smith have experienced cyber threats and incidents, although none have had a material effect on their respective results of operations or financial condition. Given the current cyber threat environment, the volume and intensity of cybersecurity attacks and attempted intrusions are expected to increase in the future. In addition, despite careful security and controls design, implementation, updating, monitoring and independent third-party verification, the information technology systems of International Paper, DS Smith and, following the closing of the Acquisition, the combined company, together with those of any third-party providers or joint venture partners, have been and could again be compromised or disrupted due to factors such as employee error or malfeasance, cyber-attacks, including ransomware, malware, phishing attacks, or data or security breaches by malicious actors such as common hackers, criminal groups or nation-state organizations or social activist (“hacktivist”) organizations, disruptions resulting from geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events. Such attacks are increasing in complexity, and the rapid evolution and increased adoption of artificial intelligence technologies may intensify cybersecurity risks by making cyber-attacks more difficult to detect, contain, and mitigate. Furthermore, the significant increase in remote working and personal device use increases the risks of cyber incidents and the improper dissemination of personal or confidential information. Moreover, hardware, software or applications used by International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. In addition, cybersecurity-related threats may remain undetected for an extended period of time.

In the event that the information systems of International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company are disrupted or compromised as a result of any cybersecurity attack, data or security breach, or other security incident, or the information systems of any businesses with which International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company interact are disrupted or compromised in a manner which impacts the information systems or business of International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company, any such developments could result in lost sales, business delays, negative publicity or reputational impact, a loss of customer confidence, and have a material adverse effect on the business or financial results of International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company. Any such incident or breach could also result in operational or supply chain disruptions, data loss, corruption or manipulation, or information misappropriation including, but not limited to, interruption to systems availability, denial of access to and misuse of applications required by customers to conduct business, the acquisition, use or disclosure of data or inability to access data, the release of confidential information about the operations of International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company, and subject International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company to litigation and government enforcement actions. Further, in such event, access to applications required to plan operations, source materials, manufacture and ship finished goods and account for orders could be denied or misused. Theft of intellectual property or trade secrets, and loss or inappropriate disclosure of confidential company, employee, customer or vendor information, could also stem from such incidents. Moreover, any significant cybersecurity event could require International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company to devote significant management time and resources in response to such event, interfere with the pursuit of other important business strategies and initiatives, and cause International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company to incur additional expenditures, which could be material, including to investigate and remediate such event, recover lost data, prevent future compromises and adapt systems and practices in response to such events. There is no assurance that any remedial actions will meaningfully limit the success of future attempts to breach the information systems of International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company, particularly because malicious actors are increasingly sophisticated and utilize tools and techniques specifically designed to circumvent security measures, avoid detection and obfuscate forensic evidence, which means International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company may be unable to identify, investigate or remediate effectively or in a timely manner. Additionally, while insurance coverage designed to

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address certain aspects of cyber risks may be in place, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with such incidents.

International Paper and DS Smith are and, following the closing of the Acquisition, the combined company will be subject to a wide variety of laws, regulations and other government requirements that may change in significant ways, and the cost of compliance with such requirements, or the failure to comply with such requirements, could impact their business and results of operations.

The operations of International Paper and DS Smith are subject to, and following the closing of the Acquisition, the operations of the combined company will be subject to, regulation under a wide variety of domestic and international laws, regulations and other government requirements, including, among others, those relating to the environment, health and safety, labor and employment, data privacy, tax, trade and health care. There can be no assurance that laws, regulations and government requirements will not be changed, applied or interpreted in ways that will require International Paper, DS Smith or, following the closing of the Acquisition, the combined company to modify their respective operations and objectives or affect their respective returns on investments by restricting existing activities and products or increasing costs. In addition, any failure or alleged failure to comply with applicable laws, regulations or other government requirements could have an adverse effect on the reputation and financial results of International Paper, DS Smith or, following the closing of the Acquisition, the combined company or may result in, among other things, litigation, revocation of required licenses, internal investigations, governmental investigations or proceedings, administrative enforcement actions, fines and civil and criminal liability.

International Paper and DS Smith are subject to, and following the closing of the Acquisition, the combined company will be subject to, local and international laws governing the protection of the environment. International Paper and DS Smith have incurred, and following the closing of the Acquisition, the combined company is expected to continue to incur, significant capital, operating and other expenditures complying with applicable and forthcoming environmental laws and regulations, including with respect to GHG emissions and other climate-related matters. International Paper and DS Smith’s environmental expenditures include, and following the closing of the Acquisition, the combined company’s environmental expenditures will include, among other areas, those related to air and water quality, waste disposal and the cleanup of soil and groundwater, including situations where they have been identified as a potentially responsible party. There can be no assurance that future remediation requirements and compliance with existing and new laws and requirements will not require significant expenditures, or that existing reserves for specific matters will be adequate to cover future costs. International Paper, DS Smith or, following the closing of the Acquisition, the combined company could also incur substantial fines or sanctions, enforcement actions (including orders limiting operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs, third-party claims for property damage and personal injury and reputational harm as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, liability may be imposed without regard to contribution or to whether International Paper, DS Smith or, following the closing of the Acquisition, the combined company knew of, or caused, the release of hazardous substances.

The global operations of International Paper and DS Smith are subject to, and following the closing of the Acquisition, the combined company will be subject to, complex and evolving domestic and international data privacy laws and regulations, such as the European Union’s General Data Protection Regulation, China’s Personal Information Protection Law and comprehensive privacy laws in many U.S. states, including California, Connecticut, Colorado, Utah, and Virginia. These laws impose a range of compliance obligations regarding the handling of personal data. There are significant penalties for non-compliance, including monetary fines, disruption of operations and reputational harm. Moreover, other states and governmental authorities around the world have introduced or passed, or are considering, similar legislation which may impose varying standards and requirements on data collection, use and processing activities.

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This increasingly restrictive and evolving global regulatory environment related to data privacy and data protection may continue to require changes to the business practices of International Paper, DS Smith and, following the closing of the Acquisition, the combined company, and give rise to significantly expanded compliance burdens, costs and enforcement risks. Moreover, many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to business practices, data processing and security systems, penalties, increased operating costs or other impacts on the businesses of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. Additionally, regulatory bodies and others tasked with enforcing privacy and data protection laws have been actively engaging in enforcement investigations and actions. These laws often provide for civil penalties for violations, as well as private rights of action for data breaches that may increase data breach litigation. International Paper and DS Smith use, and following the closing of the Acquisition, the combined company will continue to use, internal and external resources to monitor compliance with relevant legislation and continually evaluate and, where necessary, modify data processing practices and policies to comply with evolving privacy laws. Nevertheless, relevant regulatory authorities could determine that the data handling practices of International Paper, DS Smith or, following the closing of the Acquisition, the combined company fail to address all the requirements of certain new laws, which could subject International Paper, DS Smith or, following the closing of the Acquisition, the combined company to penalties and/or litigation. In addition, there is no assurance that the security controls of International Paper, DS Smith or, following the closing of the Acquisition, the combined company over personal data, the training of employees and vendors on data privacy and data security, and policies, procedures and practices will prevent the improper handling of, disclosure of or access to personal data. Improper handling and disclosure of or access to personal data in violation of other data privacy and protection laws could cause reputational harm and loss of consumer confidence and subject International Paper, DS Smith or, following the closing of the Acquisition, the combined company to government enforcement actions (including fines), or result in private litigation, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect the business and operating results of International Paper, DS Smith or, following the closing of the Acquisition, the combined company.

International Paper and DS Smith are and, following the closing of the Acquisition, the combined company will be exposed to the risk of changes in tax law and tax rates in a number of jurisdictions. The costs associated with compliance with these laws and regulations are substantial and possible future laws and regulations or changes to existing laws and regulations (including the imposition of higher taxes) could require International Paper, DS Smith or, following the closing of the Acquisition, the combined company to incur additional expenses or capital expenditures or result in restrictions on or suspensions of operations. For example, the Organization for Economic Cooperation and Development has proposed a 15% global minimum tax applied on a country-by-country basis (the “Pillar Two rule”), and many countries (including countries in which International Paper and DS Smith operate and, following the closing of the Acquisition, the combined company will operate) have enacted or begun the process of enacting laws adopting the Pillar Two rule. In many of the countries implementing the Pillar Two rule, the first component of the Pillar Two rule is effective in 2024, with the second component expected to come into effect in 2025. It is possible that the Pillar Two rule could adversely impact the effective tax rate of International Paper, DS Smith or, following the closing of the Acquisition, the combined company in future periods. Additionally, administrative guidance can be incomplete or vary from legislative intent, and therefore the application of the tax law is uncertain. While International Paper and DS Smith believe their reported positions comply with relevant tax laws and regulations, taxing authorities could interpret the application of certain laws and regulations differently. Both International Paper and DS Smith have been and continue to be subject to tax audits in various taxing jurisdictions around the world. In some cases, International Paper and DS Smith have appealed, and following the closing of the Acquisition, the combined company may continue to appeal, assessments by taxing authorities, including in the court system. As such, tax controversy matters may result in previously unrecorded tax expenses, accelerated cash tax payments, higher future tax expenses, or the assessment of interest and penalties for International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

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As with many technological innovations, artificial intelligence (“AI”) presents risks and challenges that could affect its adoption, and therefore the business of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with international laws, the nature of which cannot be determined at this time. Several jurisdictions, including Europe, the U.S. federal government, and certain U.S. states, have already proposed or enacted laws, regulations, and other requirements governing AI. For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security. On May 21, 2024, the Council of the European Union adopted the EU AI Act, regulating the developments and deployment of AI systems. The EU AI Act imposes obligations on transparency, risk management and data governance for AI systems, particularly those classified as high risk, with significant fines for noncompliance. Other jurisdictions may decide to adopt similar or more restrictive requirements that may render the use of AI challenging. These requirements may make it harder for International Paper, DS Smith and, following the closing of the Acquisition, the combined company to conduct their business using AI, lead to regulatory fines or penalties, require International Paper, DS Smith and, following the closing of the Acquisition, the combined company to change their business practices, or limit AI usage, which may lead the combined company to face inefficiencies or competitive disadvantages.

DS Smith is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act, and the combined company may therefore incur significant costs, expenses and management time in implementing controls and procedures required to meet the standards required by Section 404 of the Sarbanes-Oxley Act. In particular, DS Smith has identified certain matters which would have represented material weaknesses in DS Smith’s internal control over financial reporting that would have required disclosure pursuant to the Sarbanes-Oxley Act had DS Smith been subject to the requirements of the Sarbanes-Oxley Act at the relevant times. Although these identified material weaknesses have been remediated or are in the process of being remediated, if DS Smith identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting following the closing of the Acquisition, this could increase the costs, expenses and management time required for the combined company to meet the standards required by Section 404 of the Sarbanes-Oxley Act, and therefore adversely affect the business of the combined company and its share price.

DS Smith is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act, and therefore is not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. Following the closing of the Acquisition, however, the combined company will be required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act, which will require the combined company to provide in its annual reports on Form 10-K filed with the SEC an annual management report on the effectiveness of the combined company’s internal control over financial reporting and the combined company’s independent registered public accounting firm to attest to the effectiveness of the combined company’s internal control over financial reporting. Section 302 of the Sarbanes-Oxley Act will also require the management of the combined company to make certifications as to the effectiveness of the combined company’s internal control over financial reporting.

For the purposes of the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the preparation of its financial statements for the years ended April 30, 2022, April 30, 2023, and April 30, 2024, DS Smith identified matters in the design and operating effectiveness of its internal control over financial reporting which would have constituted material weaknesses for the purposes of the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act.

As of April 30, 2022, DS Smith identified two material weaknesses around (a) improper design and implementation of the review of the calculation of deferred tax and judgments used in determining uncertain tax positions and (b) improper design and implementation of the review of the presentation of cash and cash

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equivalents and overdrafts in the statement of financial position. Both issues were corrected in the financial statements for the year ended April 30, 2022, and as of April 30, 2024, the material weakness relating to the improper design and implementation of the review of the presentation of cash and cash equivalents and overdrafts has been remediated.

As of April 30, 2023, DS Smith identified two material weaknesses: (a) the continuing material weakness around the improper design and implementation of the review of the calculation of deferred tax and judgments used in determining uncertain tax positions and (b) the improper design and implementation of internal controls over the calculation of the right of use assets and associated lease liabilities under IFRS 16 Leases. As of April 30, 2024, the material weaknesses concerning the review of the calculation of deferred tax and judgments used in determining uncertain tax positions has been remediated. DS Smith is in the process of remediating the material weaknesses related to the right of use assets and associated lease liabilities under IFRS 16 Leases.

As of April 30, 2023 and April 30, 2024, control deficiencies were identified in certain IT general controls which, based on the nature of the systems involved, aggregated to a material weakness. As of the date of this proxy statement, DS Smith is in the process of implementing remediating controls to address this material weakness in its IT general controls.

If DS Smith or its independent registered public accounting firm, or following the closing of the Acquisition, the combined company, or its independent registered public accounting firm, identifies additional material weaknesses in the future, fails to fully remedy the identified material weaknesses or otherwise fails to maintain an effective system of internal controls, the combined company may incur significant costs, expenses and management time in remediating such weaknesses or improving internal controls, which may adversely affect investor confidence in the combined company and the combined company’s share price and ability to access capital markets.

Changes in international conditions or other risks arising from conducting business internationally could adversely affect the business and operations of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

As global producers of renewable fibre-based packaging and pulp products, International Paper and DS Smith operate, and following the closing of the Acquisition, the combined company will continue to operate, in many different countries. As a result, International Paper and DS Smith are and, following the closing of the Acquisition, the combined company will be vulnerable to risks related to their respective international operations. These risks, which can vary substantially by country, may include economic or political instability, geopolitical events, corruption, anti-American sentiment, expropriation measures, social and ethnic unrest, natural disasters, military conflicts and terrorism, the regulatory environment (including the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation and enforceability of legal requirements and the enforceability of contractual rights and intellectual property rights), adverse currency fluctuations, foreign exchange control regimes (including restrictions on currency conversion), downturns or changes in economic conditions (including in relation to commodity inflation), adverse tax consequences or rulings, import restrictions, controls or other trade protection measures, economic sanctions, health guidelines and safety protocols, nationalization, changes in social, political or labor conditions, and adverse developments regarding sustainability, environmental regulations and trade policies and agreements, any of which risks could negatively affect the financial results of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. For example, a significant portion of sales from International Paper’s Global Cellulose Fibres business are concentrated in China and could be adversely affected by changes in economic conditions and demographics. Trade protection measures in favor of local producers of competing products, including governmental subsidies, tax benefits and other measures giving local producers a competitive advantage over International Paper, DS Smith and, following the closing of the Acquisition, the combined company, may also adversely impact the operating results and business prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company in these countries. Likewise,

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disruption in existing trade agreements or increased trade friction between countries (such as in relation to the trade tensions between the U.S. and China), which may result in tariffs, could have a negative effect on the business and results of operations of International Paper, DS Smith and, following the closing of the Acquisition, the combined company by restricting the free flow of goods and services across borders.

International Paper, DS Smith and, following the closing of the Acquisition, the combined company may continue to be adversely affected by ongoing geopolitical instability and the economic consequences and disruptions arising therefrom, including as the result of the military conflict between Russia and Ukraine, the military conflict between Israel and Hamas, and increasing tensions between China and Taiwan. For example, prior to the closing of the disposal of International Paper’s ownership stake in Ilim and Ilim Group in the third quarter of 2023, the military conflict between Russia and Ukraine adversely affected our Ilim joint venture and financial results, including as the result of economic sanctions, actions by the Russian government, and associated domestic and global economic and geopolitical conditions. These risks may be further heightened in the event of the expansion in the scope or escalation of any such military conflicts. In addition, changes to economic sanctions programs, such as in response to the conflict between Russia and Ukraine, could put International Paper, DS Smith and, following the closing of the Acquisition, the combined company at risk of violating sanctions as a result of an existing presence in a newly sanctioned jurisdiction or relationship with a newly sanctioned entity if International Paper, DS Smith and, following the closing of the Acquisition, the combined company fails or is unable to end such presence or relationship in a timely manner.

In addition, International Paper’s and DS Smith’s international operations, and following the closing of the Acquisition, the international operations of the combined company, will be subject to laws related to operations in foreign jurisdictions, including laws prohibiting bribery of government officials and other corrupt practices. Anti-bribery laws such as the U.K. Bribery Act 2010, the Foreign Corrupt Practices Act of 1977, and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining or retaining business. Further, the U.S. Department of The Treasury’s Office of Foreign Assets Control and other non-U.S. government entities maintain economic sanctions targeting various countries, persons and entities. International Paper and DS Smith are and, following the closing of the Acquisition, the combined company will also be subject to the laws and regulations of governmental and regulatory agencies. Failure to comply with domestic or foreign laws could result in various adverse consequences for International Paper, DS Smith and, following the closing of the Acquisition, the combined company, including the imposition of civil or criminal sanctions, reputational damage and the prosecution of executives overseeing international operations.

International Paper and DS Smith are and, following the closing of the Acquisition, the combined company will also continue to be exposed to the translation of the results of overseas subsidiaries into their respective reporting currencies, as well as the impact of currency fluctuations on their commercial transactions denominated in foreign currencies. Adverse movements in foreign exchange rates relating to foreign currency denominated commodities, assets and liabilities, and transactions could have a material impact on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

Material disruptions at one of International Paper’s, DS Smith’s and/or the combined company’s manufacturing facilities could negatively impact financial results.

International Paper and DS Smith each operate facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption. A material disruption at the corporate headquarters of, or a manufacturing facility or key mill of, International Paper, DS Smith and, following the closing of the Acquisition, the combined company, could prevent International Paper, DS Smith and, following the closing of the Acquisition, the combined company from meeting customer demand, reduce sales and/or negatively impact the financial condition of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. Any manufacturing facilities of International Paper, DS Smith and, following the closing of

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the Acquisition, the combined company, or any machines of International Paper, DS Smith and, following the closing of the Acquisition, the combined company within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:

Any such downtime or facility damage could prevent International Paper, DS Smith and, following the closing of the Acquisition, the combined company from meeting production targets, customer demand and satisfying customer requirements, which may necessitate unplanned expenditures, resulting in lower sales and have a negative effect on financial results.

International Paper and DS Smith operate in and, following the closing of the Acquisition, the combined company will operate in a challenging market for talent and may fail to attract and retain qualified personnel, including key management personnel.

The ability of International Paper, DS Smith and, following the closing of the Acquisition, the combined company to operate and grow their businesses depends on their ability to attract and retain employees with the skills necessary to operate and maintain their facilities, produce their products and serve their customers. The market for both hourly workers and salaried workers continues to be competitive, particularly for employees with specialized technical and trade experience. This, along with the current competitive labor market and ongoing inflationary conditions, has led to higher labor costs. The potential impact of the U.S. Federal Trade Commission’s rules prohibiting non-compete clauses in agreements, scheduled to go into effect on September 4,

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2024, could exacerbate the challenging labor market, leading to the inability to retain certain highly specialized and/or senior manager talent and result in increased labor costs. In addition, International Paper and DS Smith rely on, and following the closing of the Acquisition, the combined company will rely on, key executive and management personnel to manage their businesses efficiently and effectively. The loss of key executive and management employees, particularly in a challenging market for attracting and retaining employees, could adversely affect the business of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. Moreover, changing demographics and labor work force trends, including remote work and changing work-life balance expectations, may make it difficult for International Paper, DS Smith and, following the closing of the Acquisition, the combined company to replace retiring or departing employees. The failure to retain and/or recruit additional or substitute senior managers and/or other key employees and a failure to identify and resource for future capability requirements such that there is a gap in skills and knowledge across key business areas, or if higher labor costs and shortages persist, could have a material adverse effect on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

Failure by International Paper, DS Smith and, following the closing of the Acquisition, the combined company to maintain good employee or labor relations may affect their respective operations.

Future developments in relation to the business of International Paper, DS Smith and, following the closing of the Acquisition, the combined company could adversely affect employee or labor relations. Good employee and labor relations depend on the ability to drive innovation, manage change and engage the workforce, and failure to do so could have a material adverse effect on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company. Further, labor disputes or other problems could lead to a substantial interruption to the business of International Paper, DS Smith and, following the closing of the Acquisition, the combined company and have a material adverse effect on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company.

A significant number of International Paper’s employees are represented by unions. International Paper has collective bargaining agreements in place with U.S. and international trade unions. In the United States, International Paper and, following the closing of the Acquisition, the combined company may not be able to successfully negotiate new collective bargaining agreements once International Paper’s current contracts with unions expire without work stoppages or labor difficulties, or International Paper and, following the closing of the Acquisition, the combined company may be unable to renegotiate such contracts on favorable terms. Negotiations between International Paper and the United Steelworkers union (the “USW”) regarding the mill master collective bargaining agreement (which expired August 2023) and related mill joint pension council master agreement (which expired September 2023) resulted in new agreements which will expire August 2027 and September 2027, respectively. Negotiations between International Paper and the USW regarding the converting master collective bargaining agreement (which expired in April 2024) and related converting joint pension council master (which expires September 2024) took place in February 2024 and resulted in new agreements which will expire in April and September 2028, respectively. The USW represents approximately 10,600 employees in International Paper’s mills and converting facilities. In Europe, International Paper has collective agreements in place with trade unions, and also has an agreement in place with a European Works Council, which brings together employee representatives from the different European countries in which International Paper operates and provides a forum for information sharing and consultation. International Paper has experienced limited work stoppages in the past and may experience them in the future. Further, labor organizations may attempt to organize groups of additional employees from time to time, and recent and potential changes in labor laws could make it easier for them to do so.

DS Smith has collective agreements in place with national works councils and trade unions. DS Smith also has an agreement in place with a European Works Council, which brings together employee representatives from

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the different European countries in which DS Smith operates and provides a forum for information sharing and consultation. If there is a substantial change to the terms of any collective bargaining agreements or an agreement acceptable to International Paper, DS Smith or, following the closing of the Acquisition, the combined company cannot be reached at all when the collective agreements are renewed, International Paper, DS Smith or, following the closing of the Acquisition, the combined company could face increased labor costs or disruptions as a result of labor union activity in the future. If International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company experience any extended interruption of operations at any of the relevant facilities as a result of strikes or other work stoppages, or if unions are able to organize additional groups of employees, International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company may experience an increase in operating costs and a reduction in operational flexibility.

Competition and downward pricing pressure in the global packaging industry could negatively impact the financial results of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

International Paper and DS Smith operate in, and following the closing of the Acquisition, the combined company will continue to operate in, a competitive international environment in all operating segments. The products of International Paper and DS Smith compete, and following the closing of the Acquisition, the products of the combined company will compete, with products produced by other forest products companies. Product innovations, manufacturing and operating efficiencies, additional manufacturing capacity, distribution and commercial strategies pursued or achieved by competitors, the increased use of AI and machine learning solutions in the paper industry, and the entry of new competitors could negatively impact the financial results of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. In addition, the products of International Paper and DS Smith compete, and following the closing of the Acquisition, the combined company will compete, with companies that produce substitutes for wood-fibre products, such as plastics and various types of metal. Customer shifts away from wood-fibre products toward such substitute products may adversely affect the business and financial results of International Paper, DS Smith and, following the closing of the Acquisition, the combined company. Further, International Paper and DS Smith depend on and, following the closing of the Acquisition, the combined company will depend on critical suppliers and key customers. An inability to foster these relationships and to manage any material changes in commercial terms and service levels could have a material adverse impact on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

Pricing in the paper and packaging industry can be affected by, among other things, product commoditization, changes in demand, price reductions, entrance of new competitors or capacity, changes in product supply, and the introduction of new products, technologies and equipment, including the use of AI and machine learning solutions. International Paper and DS Smith face significant pressure to reduce per unit costs to achieve commercially acceptable returns. In circumstances where International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company are unable to adjust the relevant cost base sufficiently, pricing pressure could have a material adverse effect on their respective business, financial condition, results of operations and/or future prospects.

International Paper, DS Smith and, following the closing of the Acquisition, the combined company may be unable to realize the expected benefits and costs savings associated with restructuring initiatives.

International Paper and DS Smith restructure portions of their operations from time to time and, following the closing of the Acquisition, it is likely that the combined company will engage in restructuring activities in the future. For example, as previously disclosed in October 2023, International Paper committed to certain strategic actions impacting its Containerboard and Global Cellulose Fibres businesses. Consistent with this initiative, in December 2023, International Paper permanently closed its containerboard mill in Orange, Texas, and permanently ceased production on two of its pulp machines at its mills in Riegelwood, North Carolina, and

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Pensacola, Florida. International Paper recorded charges associated with these actions during the three months ended December 31, 2023.

International Paper, DS Smith and, following the closing of the Acquisition, the combined company may be unable to realize the expected benefits from restructuring initiatives that are or may be undertaken. In particular, restructuring activities may divert the attention of management, disrupt operations and fail to achieve the intended cost and operational benefits. In addition, because International Paper, DS Smith and, following the closing of the Acquisition, the combined company are unable to predict or control market conditions, including changes in the supply and demand for their products, product prices or manufacturing costs, International Paper, DS Smith and/or, following the closing of the Acquisition, the combined company may not be able to predict the appropriate time to undertake restructurings. Further, cash and non-cash charges may be incurred in connection with restructuring activities, which may be material. Moreover, judgment is required to estimate restructuring charges, and these estimates, and the assumptions underlying them, may change as additional information becomes available or facts or circumstances related to restructuring initiatives change.

International Paper, DS Smith and, following the closing of the Acquisition, the combined company may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, spin-offs, capital investments, capital projects and other corporate transactions that are or will be pursued.

Each of International Paper’s, DS Smith’s and, following the closing of the Acquisition, the combined company’s strategy for long-term growth, productivity and profitability depend, in part, on the ability to accomplish prudent acquisitions, joint ventures, divestitures, spin-offs, and other corporate transactions and to realize the benefits expected from such transactions. Ongoing capital investment is also required to expand, maintain and upgrade existing facilities, to develop new facilities and to ensure compliance with new regulatory requirements. The expenditures of International Paper, DS Smith and, following the closing of the Acquisition, the combined company on capital projects could be higher than anticipated, the projects may experience unanticipated disruptions or delays in completing and the desired benefits from those projects may not be achieved, including as a result of a deterioration in macroeconomic conditions, the unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in laws and regulations. International Paper and DS Smith are subject to, and following the closing of the Acquisition, the combined company will be subject to, the risk that the expected benefits from such transactions may not be achieved. This failure could require an impairment charge to be recorded for goodwill or other intangible assets, which could lead to decreased assets and reduced net earnings. Among the benefits expected from potential as well as completed acquisitions and joint ventures are synergies, cost savings, growth opportunities and access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers who place a higher strategic value on such businesses and assets.

Corporate transactions of this nature that International Paper, DS Smith and, following the closing of the Acquisition, the combined company may pursue involve a number of special risks, including with respect to the inability to realize business goals with such transactions as noted above, the focus of management’s attention on these transactions and the assimilation of acquired businesses into existing operations, the demands on financial, operational and information technology systems resulting from acquired businesses, and the possibility of becoming responsible for substantial contingent or unanticipated legal liabilities as the result of acquisitions or other corporate transactions.

Results of legal proceedings could have a material effect on the consolidated financial results of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

Each of International Paper and DS Smith are party to various legal, regulatory and governmental proceedings and other related matters, including with respect to environmental matters. In addition, International Paper and DS Smith are and may become, and following the closing of the Acquisition, the combined company may become, subject to other loss contingencies, both known and unknown, which may relate to past, present

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and future facts, events, circumstances and occurrences. Should an unfavorable outcome occur in connection with the legal, regulatory or governmental proceedings or other loss contingencies of International Paper, DS Smith or, following the closing of the Acquisition, the combined company, or if International Paper, DS Smith or, following the closing of the Acquisition, the combined company, become subject to any such loss contingencies in the future, there could be a material adverse impact on the financial results of International Paper, DS Smith or, following the closing of the Acquisition, the combined company.

For example, certain entities in the DS Smith group and the International Paper group, respectively, were included within a number of companies operating in the paper packaging industry that were subject to a decision by the Italian Competition Authority concerning anti-competitive behavior in Italy. These entities in the DS Smith group and the International Paper group, respectively, are subject to a number of actual and threatened claims for compensation arising out of or relating to the decision by the Italian Competition Authority. Given the early stages of these claims and the intention of both the DS Smith group and the International Paper group to defend robustly against such claims, it is too early to predict with any real degree of certainty the precise overall outcome and ultimate potential liability (if any) that might be incurred in connection therewith, and there can be no guarantee that the aggregate of possible damages against the relevant entities in the DS Smith group and the International Paper group following the closing of the Acquisition could not, together, have a material impact on the combined company’s financial condition.

International Paper and DS Smith are and, following the closing of the Acquisition, the combined company will be subject to risks associated with variable rate debt.

International Paper and DS Smith are, and following the closing of the Acquisition, the combined company will be, subject to interest rate risk associated with short-term cash investments, variable rate debts, supply chain financing and short-term debt. International Paper is also exposed to interest rate risk in relation to its installment notes and loans in the Temple Inland timber monetization special purpose entities. International Paper has variable rate debt in the aggregate amount of approximately $908 million as of June 30, 2024. DS Smith has no variable rate debt as of April 30, 2024. Interest rates rose significantly during 2022 and 2023 and could remain high and volatile in 2024 and beyond. Changes in interest rates impacts the earnings on short-term cash investments, the interest rate payable on variable rate debt and credit agreements, the cost of supply chain financing and the refinance rate on short-term debt of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

The continued growth of International Paper, DS Smith and, following the closing of the Acquisition, the combined company, will depend on their ability to retain existing customers and attract new customers.

The future growth of International Paper, DS Smith and, following the closing of the Acquisition, the combined company, will depend on their ability to retain existing customers, attract new customers as well as make existing customers and new customers increase their volume commitments. There can be no assurance that customers will continue to use their services or that they will be able to continue to attract new volumes at the same rate as in the past.

A customer’s use of International Paper’s, DS Smith’s and, following the closing of the Acquisition, the combined company’s services may decrease for a variety of reasons, including the customer’s level of satisfaction with their products and services, the expansion of business to offer new products and services, the effectiveness of their support services, the pricing of their products and services, the pricing, range and quality of competing products or services, the effects of global economic conditions, regulatory limitations, trust, perception and interest in the paper and packaging industry and in their products and services. Furthermore, the complexity and costs associated with switching to a competitor may not be significant enough to prevent a customer from switching packaging providers.

Any failure by International Paper, DS Smith or, following the closing of the Acquisition, the combined company to retain existing customers, attract new customers, and increase revenue from both new and existing customers could have a material adverse effect on their business, results of operations, financial condition and/or

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future prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of processes, and other investments and innovations without a guarantee that existing customers will be retained and/or new customers will be attracted.

International Paper could be exposed to liability for Brazilian taxes under its agreements with Sylvamo Corporation.

In connection with the spin-off of Sylvamo Corporation (“Sylvamo”), International Paper previously entered into agreements with Sylvamo and its subsidiaries, including among others a tax matters agreement. Under the tax matters agreement, International Paper could have significant payment obligations in connection with certain Brazilian tax matters. Under this agreement, International Paper has agreed to pay 60% of the first $300 million of any liability resulting from the resolution of these Brazilian tax matters (with Sylvamo paying the remaining 40% of the first $300 million of any such liability) and 100% of any liability resulting from the Brazilian tax matters over $300 million. These Brazilian tax matters relate to assessments for the tax years 2007-2015 of approximately $105 million in tax (adjusted for variation in currency exchange rates) and approximately $249 million in interest, penalties, and fees (adjusted for variation in currency exchange rates). Accordingly, the assessments total approximately $354 million (adjusted for variation in currency exchange rates), although interest, penalties and fees continue to accrue over time. Under the tax matters agreement, our potential liability for such assessments would currently be approximately $234 million (adjusted for variation in currency exchange rates). If International Paper were found liable to pay such amounts, this could have an adverse effect on the business, financial condition, results of operations and/or cash flow of International Paper or, following closing of the Acquisition, the combined company.

International Paper’s pension and health care costs are subject to numerous factors which could cause these costs to change.

International Paper has defined benefit pension plans covering substantially all U.S. salaried employees hired prior to July 1, 2004, and substantially all hourly union and non-union employees regardless of hire date. International Paper froze participation for U.S. salaried employees under these plans, including credited service and compensation on or after January 1, 2019; however, the pension freeze does not affect benefits accrued through December 31, 2018. International Paper provides retiree health care benefits to certain former U.S. employees, as well as financial assistance toward the cost of individual retiree medical coverage for certain former U.S. salaried employees. Pension costs are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual market returns on plan assets, changes in general interest rates and in the number of retirees may impact pension costs in future periods. Likewise, changes in assumptions regarding current discount rates and expected rates of return on plan assets could increase pension costs. However, the impact of market fluctuations has been reduced as a result of investments in International Paper’s pension plan asset portfolio which hedge the impact of changes in interest rates on the plan’s funded status. Drivers for fluctuating health costs include unit cost changes, health care utilization by participants, and potential changes in legal requirements and government oversight. If any of these factors cause pension costs or health care benefits to increase in future periods, this could have an adverse effect on the business, financial condition, results of operations and/or cash flow of International Paper or, following closing of the Acquisition, the combined company.

International Paper’s U.S. funded pension plan is currently fully funded on a projected benefit obligation basis; however, the possibility exists that over time International Paper and, following the closing of the Acquisition, the combined company may be required to make cash payments to the plan, reducing the cash available for our business.

International Paper records an asset or a liability associated with its pension plans equal to the surplus of the fair value of plan assets above the benefit obligation or the excess of the benefit obligation over the fair value of

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plan assets. As of June 30, 2024, International Paper had an overfunded U.S. qualified pension asset balance of $171 million. When aggregated with U.S. nonqualified pension obligations, the benefit deficit recorded under the provisions of Accounting Standards Codification 715, “Compensation – Retirement Benefits,” as of June 30, 2024 was $89 million. The amount and timing of future contributions, which could be material, will depend upon a number of factors, including the actual earnings, changes in values of plan assets and changes in interest rates. If benefit obligations under the U.S. qualified pension exceed the value of plan assets by more than permitted under applicable statutory minimum funding requirements, then International Paper and, following closing of the Acquisition, the combined company, may be required to make additional contributions to the U.S. qualified pension. Such contributions may have an adverse effect on International Paper’s and, following closing of the Acquisition, the combined company’s operational results and cash flow.

The funding position of DS Smith’s defined benefit pension scheme in the U.K. is volatile, its investments may not perform in line with expectations and the defined benefit pension scheme is subject to laws and regulations and to agreement with trustees.

DS Smith operates a number of defined benefit and defined contribution pension and other employee benefit plans for its employees around the world. The total net deficit of these plans valued under International Accounting Standard 19 was £25 million as of April 30, 2024. As of April 30, 2024 approximately 85% of the present value of the DS Smith group’s post-retirement obligations related to plans in the U.K.

DS Smith operates a defined benefit scheme in the U.K. (the “DS Smith Group Pension Scheme”). The DS Smith Group Pension Scheme was closed to future accrual with effect from April 30, 2011. The most recent actuarial funding valuation, in line with U.K. legislative requirements that this be done on the “technical provisions” basis, was carried out as of April 30, 2022, and estimated that the shortfall was £26 million. A deficit recovery plan was agreed with the board of trustees of the DS Smith Group Pension Scheme in July 2023 under which DS Smith agreed to make a contribution of £20.6 million in the year ended April 30, 2024, £21 million in the year ended April 30, 2025 and £8.9 million in the year ended April 30, 2026 (in respect of May to September 2025).

The deficit of the DS Smith Group Pension Scheme is dependent on the market value of the assets of that plan and on the value placed on its liabilities. If the market value of the assets declines or the value of the liabilities increases, as of the date of an actuarial funding valuation of the DS Smith Group Pension Scheme, then, following the closing of the Acquisition, the combined company may be required to increase its contributions to the DS Smith Group Pension Scheme. Following the closing of the Acquisition, a variety of factors, including factors outside the combined company’s control, may adversely affect the value of the DS Smith Group Pension Scheme’s assets or liabilities, including interest rates, inflation rates, investment performance, exchange rates, life expectancy assumptions, actuarial data and adjustments and regulatory changes. If these or other internal and external factors were to become unfavorable, or more unfavorable than they currently are, the combined company’s required contributions to the DS Smith Group Pension Scheme and the costs and net liabilities associated with the DS Smith Group Pension Scheme could increase substantially. This may have an adverse effect on the combined company’s operational results and cash flow. Further, following the closing of the Acquisition, if certain statutory requirements are met, the U.K. regulator of work-based pension schemes (the “U.K. Pensions Regulator”) will have the power to issue contribution notices or financial support directions to the combined company (and/or any of its associated companies). The U.K. Pensions Regulator may require additional contributions to be paid into a pension scheme or additional financial support to be made available in respect of such scheme. A U.K. Pensions Regulator enforcement action could have a material adverse impact on the business, financial condition, results of operations and/or future prospects of the combined company following the closing of the Acquisition.

DS Smith also operates various local post-retirement and other employee benefit arrangements for overseas operations, as well as a small U.K. unfunded scheme. The countries where DS Smith operates the most significant defined benefit post-retirement arrangements are France, Belgium, Switzerland, Italy, Portugal and

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Germany. Following the closing of the Acquisition, the combined company will be exposed to the risks associated with such overseas defined benefit schemes, such as currency risk, inflation risk, interest rate risk, investment risk and life expectancy risk. Actions taken by the local regulator (where relevant powers exist), or changes to legislation, could result in stronger local funding requirements for pension schemes, which, following the closing of the Acquisition, could have a material adverse effect on the future cash flow of the combined company.

If the spin-off of Sylvamo Corporation by International Paper were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then International Paper and, following the closing of the Acquisition, the combined company may be subject to significant U.S. federal income taxes.

International Paper received opinions from tax advisors and a private letter ruling from the U.S. Internal Revenue Service (the “IRS”) regarding the qualification of the spin-off of Sylvamo and certain related transactions as a transaction that is generally tax-free for U.S. federal income tax purposes to Sylvamo, International Paper and the International Paper Shareowners who received a distribution of Sylvamo common stock in connection with the spin-off. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, International Paper’s advisors and the IRS relied on certain representations and covenants delivered by International Paper and Sylvamo in rendering such opinions and private letter ruling. If any of the representations or covenants relied upon for the tax opinions or private letter ruling were inaccurate, incomplete or not complied with by International Paper, Sylvamo or any of their respective subsidiaries, the tax opinions and private letter ruling may be invalid and the conclusions reached therein could be jeopardized.

If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated for U.S. federal income tax purposes as a taxable gain to International Paper (determined as of the date of the spin-off). In such event, significant U.S. federal income tax liabilities could be incurred by International Paper or, following closing of the Acquisition, the combined company (as successor). These income tax liabilities may be indemnifiable by Sylvamo pursuant to a tax matters agreement between International Paper and Sylvamo. However, there can be no assurance that Sylvamo would have adequate resources or liquidity if it were required to indemnify International Paper or, following the closing of the Acquisition, the combined company (as successor) for any such tax liability.

Downgrades in the credit ratings of banks issuing certain letters of credit will increase International Paper and, following the closing of the Acquisition, the combined company’s cost of maintaining certain indebtedness and may result in the acceleration of deferred taxes.

International Paper and, following the closing of the Acquisition, the combined company are subject to the risk that a bank with currently issued irrevocable letters of credit supporting installment notes in connection with Temple Inland’s 2007 sales of forestlands, may be downgraded below a required rating. Prior to 2013, certain banks had fallen below the required ratings threshold and were successfully replaced, or waivers were obtained regarding their replacement. As a result of continuing uncertainty in the banking environment, the three letter-of-credit banks currently in place remain subject to risk of downgrade and the number of qualified replacement banks remains limited. The downgrade of one or more of these banks may subject International Paper and, following the closing of the Acquisition, the combined company to additional costs of securing a replacement letter-of-credit bank or could result in an acceleration of payments of up to $485 million in deferred income taxes if replacement banks cannot be obtained.

Uninsured losses or losses in excess of International Paper, DS Smith and, following the closing of the Acquisition, the combined company’s insurance coverage for various risks could have an adverse financial effect on their businesses.

International Paper and DS Smith maintain and, following the closing of the Acquisition, the combined company will maintain, business insurance that International Paper, DS Smith and, following the closing of the

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Acquisition, the combined company consider to be adequate and appropriate for their business and activities. Certain types of risks such as losses due to natural disasters, riots, acts of war or terrorism are, however, either uninsurable or not economically insurable. In addition, even if a loss is insured, International Paper, DS Smith or, following the closing of the Acquisition, the combined company, may be required to pay a significant deductible on any claim for recovery of such loss prior to the insurer being obliged to reimburse the loss, or the amount of the loss may exceed the coverage for the loss. Any uninsured losses could have a material adverse effect on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

International Paper, DS Smith and, following the closing of the Acquisition, the combined company may not be able to adequately secure and protect their intellectual property rights, which could harm their competitive advantage.

Each of International Paper and DS Smith rely and, following the closing of the Acquisition, the combined company will rely, on intellectual property laws to protect their rights to certain aspects of their systems, products and processes including product designs, proprietary technologies, research and concepts. For example, DS Smith’s packaging business owns hundreds of patents covering DS Smith’s designs and products. Trademarks and licenses and their effective management play an important role in protecting intellectual property rights. The actions taken by International Paper, DS Smith and, following the closing of the Acquisition, the combined company to protect their respective proprietary rights may be inadequate to prevent imitation or unauthorized use. The laws of various countries offer different levels of protection for intellectual proprietary rights and there can be no assurance that International Paper’s, DS Smith’s or, following the closing of the Acquisition, the combined company’s intellectual property rights will not be challenged, invalidated, misappropriated or circumvented by third parties. Any of these possibilities could have a material adverse effect on the business, financial condition, results of operations and/or future prospects of International Paper, DS Smith and, following the closing of the Acquisition, the combined company.

International Paper, DS Smith and, following the closing of the Acquisition, the combined company may fail to identify or leverage digital transformation initiatives.

International Paper, DS Smith and, following the closing of the Acquisition, the combined company may fail to identify or leverage digital transformation initiatives in areas from point-of-sale through to manufacture and delivery to customers, or miss the opportunity to meet the demand for smart products. Failure to implement digital and data programs or identify or prioritize the latest digital transformation initiatives may result in International Paper, DS Smith or, following the closing of the Acquisition, the combined company, falling behind their competitors with regards to speed to market, smart products offerings, manufacturing capacity and service levels, each of which could have a material adverse effect on their business, financial condition, results of operations and/or future prospects.

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THE SPECIAL MEETING

We are furnishing this proxy statement to the International Paper Shareowners as part of the solicitation of proxies by the International Paper Board for use at the Special Meeting of the International Paper Shareowners to be held virtually on October 11, 2024 at 11:00 am, Central Time, and at any adjournment, postponement or continuation thereof. This document is first being mailed to the International Paper Shareowners on or about September 12, 2024.

Date, Time and Place

The Special Meeting of International Paper Shareowners will be held virtually on October 11, 2024, starting at 11:00 am, Central Time.

The Special Meeting will be a completely virtual meeting. You can attend the Special Meeting by visiting www.virtualshareholdermeeting.com/IP2024SM, where you will be able to listen to the meeting live and vote your shares online during the meeting. To participate in the Special Meeting, you will need the 16-digit control number on the enclosed proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Special Meeting.

Matters To Be Considered

The purpose of the Special Meeting is for the International Paper Shareowners to consider and vote on the following two proposals.

Record Date; Shares Outstanding and Entitled to Vote

The close of business on September 12, 2024, has been fixed as the record date for determining those International Paper Shareowners entitled to notice of and to vote at the Special Meeting and any adjournment or postponement of the Special Meeting. As of the close of business on September 6, 2024, being the last practicable date prior to filing this proxy statement, there were 347,379,366 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock entitles its holder to one vote at the Special Meeting on all matters properly presented at the meeting.

Quorum

A quorum of International Paper Shareowners is necessary to hold a valid meeting. A quorum will exist at the Special Meeting if at least one-third of the number of votes entitled to be cast upon any question to be considered at the meeting are present in person or by proxy. Holders of shares of Common Stock that are voted to abstain are treated as shares that are represented at the Special Meeting for purposes of determining whether a quorum exists. Broker non-votes do not count for voting purposes, but are considered “present” at the Special Meeting for purposes of determining whether a quorum exists.

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Vote Required

Approval of each of the Share Issuance Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast at the Special Meeting, whether in person or by proxy, provided that a quorum is present. An abstention is not treated as a vote cast against the Share Issuance Proposal or the Adjournment Proposal. Broker non-votes and failures of record holders to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote at the Special Meeting will have no effect on the outcome of the votes for such items, although such failure may contribute to a quorum not being present at such meeting.

The approval of the Share Issuance Proposal is required for International Paper to complete the Acquisition and implement the Share Issuance. If the Share Issuance Proposal is not approved, the Acquisition may not be completed.

Recommendation of the International Paper Board

Based on the reasons for the recommendations discussed below in the section entitled “Information About the DS Smith Acquisition—Reasons for the Acquisition,” the members of the International Paper Board determined that the Offer, the Acquisition and the other matters contemplated by the Offer Announcement and the Co-operation Agreement are advisable and in the best interests of International Paper and the International Paper Shareowners and have authorized and approved the Share Issuance in connection with the Offer and the Acquisition. The International Paper Board therefore recommends that you vote “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

Common Stock Ownership of Directors and Executive Officers

As of September 6, 2024, being the last practicable date prior to the filing of this proxy statement, our directors and executive officers held an aggregate of approximately 0.4% of the shares of Common Stock entitled to vote at the Special Meeting, which represents approximately 0.4% of the voting power necessary to approve the Share Issuance Proposal and the Adjournment Proposal (assuming the vote in person or by proxy of all outstanding shares of Common Stock). International Paper currently expects International Paper’s directors and executive officers to vote their shares of Common Stock in favor of the Share Issuance Proposal and the Adjournment Proposal, but none of International Paper’s directors or executive officers have entered into any agreement obligating them to do so.

How to Vote Your Shares

Shareowners of record may submit a proxy by telephone, via the Internet or by mail, or they may vote by attending the virtual Special Meeting and voting in person.

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If your shares are held in the name of a broker, bank or other nominee, you will receive instructions from the shareowner of record that you must follow for your shares to be voted. Please follow their instructions carefully.

The internet and telephone voting options available to holders of record are designed to authenticate shareowners’ identities, allow shareowners to give their proxy voting instructions and confirm that these instructions have been properly recorded. Proxies submitted via the Internet or by telephone through such a program must be received by 11:59 pm, Eastern Time, on October 10, 2024. Submitting a proxy will not affect your right to vote during the Special Meeting if you decide to attend the Special Meeting.

How to Change Your Vote

If you are the shareowner of record, you may revoke your proxy or change your vote prior to your shares being voted at the Special Meeting in one of the following ways:

Your last vote is the vote that will be counted.

If you have instructed a broker, bank or other nominee to vote your shares, you must follow the directions received from your broker, bank or other nominee if you wish to change your vote.

Counting Your Vote

All properly executed proxies delivered and not properly revoked will be voted at the Special Meeting as specified in such proxies. If you provide specific voting instructions, your shares of Common Stock will be voted as instructed. If you hold shares in your name and sign and return a proxy card or submit a proxy by telephone or via the Internet without giving specific voting instructions, your shares will be voted “FOR” both the Share Issuance Proposal and the Adjournment Proposal.

Proxies solicited may be voted only at the Special Meeting and any adjournment or postponement of the Special Meeting and will not be used for any other meeting.

Solicitation of Proxies

The total expense of this solicitation will be borne by International Paper, including reimbursement paid to brokerage firms and others for their expenses in forwarding material regarding the Special Meeting to beneficial owners. Solicitation of proxies may be made personally, electronically or by telephone by officers and other selected employees of International Paper, who will receive no additional compensation for their services.

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Innisfree M&A Incorporated, our proxy solicitor, will be paid approximately $100,000 for the first two months of service and an additional fee of $50,000 per month thereafter, plus reimbursement of out-of-pocket expenses.

Independent Registered Public Accounting Firm

Representatives of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, are expected to be present at the Special Meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from the International Paper Shareowners.

Adjournment and Postponement

Although it is not currently expected, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any signed proxies received by International Paper in which no voting instructions are provided on such matter will be voted “FOR” the Adjournment Proposal. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow shareowners who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

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INFORMATION ABOUT THE DS SMITH ACQUISITION

The following summary describes certain material terms of, and documents and agreements related to, the Acquisition, including the Offer, the Offer Announcement, and the Co-operation Agreement. This summary is qualified in its entirety by reference to the annexes to this proxy statement, including the Offer Announcement and the Co-operation Agreement, which are attached as Annex I and Annex II to this proxy statement, respectively, and the other documents and agreements that are incorporated herein by reference. We urge you to read this entire proxy statement carefully and in their entirety, as this summary may not contain all of the information that is important to you regarding the Acquisition and related matters.

We urge you to read this entire proxy statement and the annexes to this proxy statement carefully and in their entirety, as this summary may not contain all of the information that is important to you regarding the Acquisition and related matters.

Overview of the Offer

Under the terms of the Offer, holders of DS Smith Shares will be entitled to receive, for each DS Smith Share held, 0.1285 shares of Common Stock. The Offer is to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006, as amended. In connection with the Acquisition, on April 16, 2024, International Paper and DS Smith entered into a Co-operation Agreement that governs certain obligations of the parties with respect to the Offer and the Acquisition.

Based on International Paper’s closing share price on the NYSE of $40.85, and the exchange rate of $1.2645:£1, in each case on March 25, 2024 (being the last practicable date prior to the announcement by DS Smith of a previously disclosed possible offer by International Paper on March 26, 2024), the Offer:

Based on International Paper’s closing share price on the NYSE of $47.11, and the exchange rate of $1.3165:£1 (based on the Bloomberg Generic Composte rate), on September 6, 2024 (being the last practicable date prior to the date of this proxy statement), the Offer:

International Paper is also seeking a secondary listing of the shares of Common Stock on the LSE.

International Paper and DS Smith have agreed to certain arrangements with regard to the payment of dividends and other distributions and returns of capital prior to the scheme of arrangement becoming effective which are in accordance with the existing dividend policies of both International Paper and DS Smith. DS Smith is permitted to declare interim and final dividends for the financial years ended on April 30, 2024 and April 30, 2025 in accordance with its dividend policy and subject to agreed caps of: (i) 12.0 pence per DS Smith share for any final dividend in respect of the financial year ended on April 30, 2024; (ii) 6.2 pence per DS Smith share for any interim dividend in respect of the financial year ended on April 30, 2025; and (iii) 12.3 pence per DS Smith

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share for any final dividend in respect of the financial year ended on April 30, 2025. International Paper is permitted to declare quarterly dividends for the financial year ended on December 31, 2024 and for the first two quarters of the financial year ended on December 31, 2025 in accordance with its dividend policy and subject to an agreed cap of 46.25 cents per International Paper share per quarter. Any other dividends, distributions or returns of capital made by International Paper or DS Smith may result in a reduction of the International Paper share consideration or an equalizing dividend being paid by either International Paper or DS Smith (as applicable).

The closing of the Acquisition is conditioned on the receipt of the Clearances. Additional conditions to the closing of the Acquisition are discussed further below in the section entitled “—The Offer Announcement and the Scheme of Arrangement—Conditions to the Acquisition.”

It is expected that a document setting out the particulars required by section 897 of the UK Companies Act 2006, as amended, will be made available to DS Smith Shareholders at around the same time as the mailing of this proxy statement, as described more fully in the Offer Announcement. We refer to this document as the “Scheme Document.” It is also expected that at around the same time as the mailing of this proxy statement, we will publish a prospectus (the “Prospectus”) in connection with the admission of the shares of Common Stock, including the New International Paper Shares, to the equity shares (international commercial companies secondary listing) category of the Official List and to trading on the Main Market of the LSE. The Acquisition is conditioned on, among other things: (i) approval of the scheme of arrangement by a majority in number of DS Smith Shareholders who are present and vote (either in person or by proxy) at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent not less than 75% in value of the DS Smith Shares voted by those DS Smith Shareholders; (ii) the sanction of the scheme of arrangement by the Court on or before the 22^nd day after the scheduled date of the Court hearing set out in the Scheme Document (or such later date as may be agreed between International Paper and DS Smith and the Court may allow); (iii) the scheme of arrangement becoming effective no later than the Long Stop Date (or such later date agreed by International Paper and DS Smith with the consent of the Panel and as the Court may allow); (iv) approval of the Share Issuance Proposal by the majority of the votes cast at the Special Meeting; (v) the receipt of the Clearances; (vi) confirmation having been received by International Paper that the New International Paper Shares have been approved for listing, subject to official notice of issuance on the NYSE; (vii) acknowledgment having been received by International Paper that the application for admission of the shares of Common Stock, including the New International Paper Shares, has been approved and that the shares of Common Stock will be admitted to trading on the Main Market for listed securities of the LSE; (viii) the Court Meeting and any separate class meeting which may be required by the Court or any adjournment of any such meeting being held on or before the 22^nd day after the expected date of the Court Meeting set out in the Scheme Document (or such later date, if any, as International Paper and DS Smith may agree and the Court may allow); and (ix) the DS Smith General Meeting or any adjournment of that meeting being held on or before the 22^nd day after the scheduled date of the DS Smith General Meeting set out in the Scheme Document (or such later date, if any, as International Paper and DS Smith may agree and the Court may allow).

The Combined Company

Following the closing of the Acquisition, the combined company will be named “International Paper Company.” The combined company’s shares of Common Stock will be primarily listed on the NYSE under the symbol “IP.” When admitted to trading on the LSE, the shares of Common Stock, including the New International Paper Shares, will be listed on the LSE under the symbol “IPC.”

Though it is intended that the combined company would be headquartered in Memphis, Tennessee, USA, at International Paper’s existing headquarters, International Paper intends to maintain key elements of DS Smith’s headquarters functions and is proposing to establish a European headquarters in London, United Kingdom, at DS Smith’s existing headquarters (subject to any required information and consultation with any impacted employees and/or their representatives in accordance with applicable law). Upon the closing of the Acquisition, it

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is intended that the International Paper Board will form the board of directors of the combined company, and up to two DS Smith non-executive directors will be invited to join the board of directors of the combined company.

It is further intended that upon the closing of the Acquisition and subject to any information and consultation procedures required by applicable laws, the combined company will effect an internal reorganization whereby International Paper’s subsidiaries in France (or any other entity owning these French entities) will acquire, directly or indirectly, the French subsidiaries of DS Smith for the purpose of including the eligible subsidiaries in the French tax group headed by International Paper France SAS, in each case, in accordance with Article 223 B c of the French Tax Code and the applicable regulations.

It is intended that International Paper’s Chief Executive Officer, Andrew K. Silvernail, will become the Chief Executive Officer of the combined company. It is further intended that the remainder of the International Paper leadership team will largely remain in place and, following an assessment of the needs of the combined company and the qualifications of DS Smith’s leadership team, certain of DS Smith’s current leadership team may also become part of the leadership team of the combined company.

Following the closing of the Acquisition, Miles Roberts, currently Group Chief Executive of DS Smith, will act as a consultant to the combined company to support the integration to ensure continuity and with a view to help realize the benefits of the Acquisition for both sets of shareholders, for a fixed period of two years (the “Post-Completion Consultancy Role”).

Mr. Roberts is expected to enter into a consultancy agreement with respect to his Post-Completion Consultancy Role, the principal terms of which will include: (i) a monthly fee of £125,000 (exclusive of any applicable VAT), (ii) an opportunity to earn a synergies success fee of up to £1,000,000 (exclusive of any applicable VAT), determined by reference to achievement of the anticipated synergies set out in the Quantified Financial Benefits Statement appended to this proxy statement as Annex IV, with 50% of the earned fee payable within 45 days following the 12-month anniversary of the commencement of the post-completion consultancy agreement, and the remaining 50% payable within 45 days following the end of International Paper’s fiscal quarter in which the Post-Completion Consultancy Role ends, (iii) an opportunity to earn an Acquisition success fee of up to £1,000,000 (exclusive of any applicable VAT), determined based on the overall success of the integration of International Paper and DS Smith and the successful operation of the combined company, with up to 50% of this fee calculated based on the stock price of International Paper and the remaining 50% of the fee determined by International Paper’s CEO in his sole and absolute discretion taking into account other financial and non-financial criteria indicative of the success of the Acquisition and overall business performance, including DS Smith leadership retention, profitable market share growth and customer satisfaction (as measured by relevant metrics such as EBITDA and EBITDA margin growth and net promoter scores), which will be paid within 45 days following the end of International Paper’s fiscal quarter in which the Post-Completion Consultancy Role ends, and (iv) reimbursement for all reasonable travel, hotel and other out-of-pocket expenses.

In addition, the expected consultancy agreement will provide that once the post-completion consultancy agreement has been in place for at least 18 months, either party may terminate the Post-Completion Consultancy Role on two months’ notice. In that event, the determination and payment of the synergies success fee and the Acquisition success fee will continue to operate in accordance with their terms, except that the component of the synergies success fee for the second year of the Post-Completion Consultancy Role will be pro-rated to the end of International Paper’s fiscal quarter in which the Post-Completion Consultancy Role ends (or to the end of the previous fiscal quarter if the role ends during the first month of a fiscal quarter). If notice of termination is given by the combined company, Mr. Roberts will be entitled to receive the balance of the monthly fees that would otherwise have been payable to him for the remainder of the two-year term. The combined company may also terminate the Post-Completion Consultancy Role immediately at any time in certain circumstances, in which case Mr. Roberts would only be entitled to any fees earned and expenses incurred up to the date of termination and would not be entitled to any success fee.

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Information about International Paper

International Paper is a global producer of renewable fibre-based packaging and pulp products with manufacturing operations in North America, Latin America, Europe and North Africa.

We are a New York corporation, incorporated in 1941 as the successor to the New York corporation of the same name organized in 1898. You can learn more about us by visiting our website at www.internationalpaper.com.

In the United States, as of June 30, 2024, the Company operates 23 pulp and packaging mills, 162 converting and packaging plants, 16 recycling plants and three bag facilities. Production facilities as of December 31, 2023 in Canada, Europe, North Africa and Latin America included four pulp and packaging mills, 37 converting and packaging plants and two recycling plants. We operate a packaging products distribution business principally through six branches in Asia. Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to industry capacity and general economic conditions.

For management and financial reporting purposes, our businesses are separated into two segments: Industrial Packaging and Global Cellulose Fibres.

From 2019 through 2023, International Paper’s capital spending approximated $4.6 billion, excluding mergers and acquisitions. These expenditures reflect our continuing efforts to use our capital strategically to improve product quality and environmental performance, as well as lower costs, maintain reliability of operations and deploy strategic capital for capacity expansion. Capital spending in 2023 was approximately $1.1 billion and is expected to be approximately $800 million to $1.0 billion in 2024.

The address of our principal executive office is 6400 Poplar Avenue, Memphis, Tennessee 38197. Our stock is listed for trading on the NYSE under the ticker symbol “IP.”

Information about International Paper Bidco

International Paper Bidco is a newly incorporated English private limited company, and an indirect wholly-owned subsidiary of International Paper, with International Paper Financial Services Inc. (another wholly-owned subsidiary of International Paper) as its sole shareholder. International Paper Bidco has been formed at the direction of International Paper for the purposes of implementing the Acquisition. International Paper Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

The address of International Paper Bidco’s principal executive office is c/o International Paper Company, 6400 Poplar Avenue, Memphis, Tennessee 38197. The address of International Paper Bidco’s registered office is 2 New Bailey, 6 Stanley Street, Salford, Greater Manchester, M3 5GS, United Kingdom.

Information about DS Smith

DS Smith is a leading provider of sustainable paper-based packaging across Europe and North America which is supported by recycling and papermaking operations, which are primarily based in Europe. It plays a central role in the value chain across sectors including e-commerce, fast moving consumer goods and industrials. Through its purpose of “Redefining Packaging for a Changing World” and its Now and Next sustainability strategy, DS Smith is committed to leading the transition to the circular economy, while delivering more circular solutions for its customers and wider society—replacing plastics, taking carbon out of supply chains and providing innovative recycling solutions. Its bespoke box-to-box in 14 days model, design capabilities and innovation strategy sit at the heart of this response. DS Smith operates in 34 countries employing around 29,000 people and is a Strategic Partner of the Ellen MacArthur Foundation.

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Background of the Acquisition

The terms of the Offer Announcement and the Co-operation Agreement are the result of arm’s length negotiations between International Paper and DS Smith. The following is a summary of the events leading up to the release of the Offer Announcement and the execution of the Co-operation Agreement and the key meetings, negotiations, discussions and actions between International Paper and DS Smith and their respective advisors that preceded the release of the Offer Announcement and the execution of the Co-operation Agreement.

As part of International Paper’s ongoing consideration and evaluation of its long-term strategic goals and plans, the International Paper Board and International Paper’s management periodically explore, frequently with the assistance of advisors, strategic options that may be available to International Paper, with the goal of identifying potential opportunities and ultimately, advancing International Paper’s strategy and enhancing shareowner value. The International Paper Board and management recognize that, in the packaging and pulp industry, significant strategic opportunities are rare and often transitory, and therefore International Paper must be knowledgeable about those potential opportunities in order to be in a position to quickly and thoroughly assess and capitalize when such opportunities arise that fit International Paper’s rigorous strategic and financial criteria. Consequently, International Paper regularly reviews, often together with its financial and legal advisors, a broad range of opportunities, including potentially significant strategic investments, joint ventures and business combinations with various companies involved in the packaging and pulp industry, including DS Smith. In addition, from time to time, members from International Paper’s management team, including the Chairman, Chief Executive Officer, Chief Financial Officer, Senior Vice Presidents of our business units, and the Vice President, Strategic Planning, have had informal and preliminary conversations in private meetings, at industry events and elsewhere with senior executives of other companies about potential strategic opportunities, but no specific terms of a potential transaction between such parties were negotiated during these informal communications. Members of International Paper’s management team brief the International Paper Board regarding these opportunities during regularly scheduled and special meetings of the International Paper Board.

The following chronology summarizes the key meetings that led to the release of the Offer Announcement and the signing of the Co-operation Agreement. This chronology does not purport to catalogue every correspondence among members of International Paper and DS Smith. Representatives of International Paper referenced herein included one or more of Mr. Mark S. Sutton, Chairman of the Board of International Paper (as well as Chief Executive Officer of International Paper during this chronology), Mr. Andrew K. Silvernail, the current Chief Executive Officer of International Paper (and Chief Executive Officer-elect during this chronology commencing March 13, 2024), Mr. Timothy S. Nicholls, Chief Financial Officer of International Paper, and Mr. Brian N.G. McDonald, Vice President, Strategic Planning of International Paper. Representatives from DS Smith referenced herein included one or more of Mr. Geoff Drabble, the Chair of the DS Smith Board of Directors, Mr. Miles W. Roberts, Group Chief Executive of DS Smith and Mr. Richard Pike, Group Finance Director of DS Smith.

On February 7, 2024, Mr. Roberts had a telephone call with Mr. Sutton to discuss potential commercial opportunities between the two companies that included a potential combination of either the European operations of the two companies or the entirety of the two companies.

On February 8, 2024, in response to media speculation, DS Smith made an announcement that it had received a preliminary expression of interest from Mondi plc (“Mondi”) regarding a proposed combination with DS Smith. In the announcement, DS Smith clarified that it had not received any formal proposal from Mondi at the time of the announcement, but understood that Mondi was considering making one. As a result, pursuant to the Takeover Code, Mondi was required, by not later than 5:00 p.m. London time on March 7, 2024, either to (i) announce a firm intention to make an offer for DS Smith, or (ii) announce that it did not intend to make an offer.

On February 13, 2024, members from senior management of International Paper presented potential strategic combinations to the International Paper Board, including a potential opportunity relating to DS Smith.

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During this meeting the International Paper Board approved International Paper management continuing to assess the merits of a proposed transaction with DS Smith, including an assessment of potential synergies between the two companies.

On February 15, 2024, International Paper’s financial advisor, BofA Securities and outside counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), discussed a potential business combination with DS Smith with the management team of International Paper, which included Messrs. Sutton and Nicholls, and Mr. Joseph R. Saab, Senior Vice President, General Counsel and Corporate Secretary of International Paper, Mr. McDonald, Ms. Ksenia N. Sosnina, Senior Vice President, Europe, the Middle East & Africa of International Paper and Mr. Steven W. Hieatt, Associate General Counsel of International Paper.

On February 17, 2024, at a special meeting of the International Paper Board, representatives from Skadden gave a presentation regarding the fiduciary duties of the directors of the International Paper Board in connection with a potential combination with DS Smith. At the same meeting, representatives from BofA Securities discussed certain potential benefits associated with a potential combination between International Paper and DS Smith. Representatives of BofA Securities and Skadden also discussed the process involved in pursuing the potential combination, including the application of the rules of the Takeover Code. Following these presentations and discussions, the International Paper Board expressed its support for Company management to approach DS Smith to assess its interest in a business combination.

On February 20, 2024, Messrs. Sutton and Roberts had a telephone call to explore the possibility of a business combination between International Paper and DS Smith and, following this discussion, Mr. Roberts sent materials relating to the areas of potential synergies that may arise out of a business combination between the two companies and the names of DS Smith’s advisors.

Also on February 20, 2024, representatives from BofA Securities and Skadden presented certain requirements of the Takeover Code relevant to a proposed transaction with DS Smith to members of management of International Paper, including Messrs. Sutton, Saab, McDonald, and Hieatt, Ms. Sosnina, and Mr. Mark K. Nellessen, Vice President, Investor Relations of International Paper. Subsequently, on February 23, 2024, representatives from BofA Securities and Skadden presented these Takeover Code requirements to Mr. Nicholls.

On February 21, 2024, Messrs. Sutton and Drabble had a telephone conversation, during which they discussed how a potential combination between International Paper and DS Smith could create value for both of their companies’ respective shareholders.

On February 22, 2024, Mr. Roberts contacted Mr. Sutton via electronic mail to share information with respect to areas of synergies associated with a potential combination between International Paper and DS Smith.

On February 23, 2024, Messrs. Sutton and Drabble had a telephone conversation, during which they discussed further the possibility of a potential combination between International Paper and DS Smith, the consideration for the proposed transaction consisting potentially of shares of Common Stock and a mutual agreement to progress the assessment of the opportunity promptly.

Also on February 23, 2024, Messrs. Sutton and Roberts had a telephone conversation, during which they confirmed the mutual intention to instruct their respective advisors to engage with one another and work collaboratively to progress the assessment of a potential combination between International Paper and DS Smith.

Later on February 23, 2024, DS Smith delivered a draft mutual nondisclosure agreement to International Paper. In the days following this delivery, members from International Paper and DS Smith, as well as Skadden and Slaughter and May, outside UK counsel to DS Smith (“Slaughter and May”), negotiated the terms of this agreement. The mutual non-disclosure agreement was executed on February 27, 2024, which contained, among other things, customary “standstill” provisions applicable to both parties.

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On February 27, 2024, Skadden circulated a draft clean team agreement to Slaughter and May and on March 25, 2024, Slaughter and May circulated a draft joint defense agreement to Skadden. The purpose of these agreements were, respectively, to (i) set out how confidential information that is competitively sensitive can be disclosed, used or shared between DS Smith’s clean team individuals and external advisors and International Paper’s clean team individuals and external advisors, and (ii) ensure that the exchange and/or disclosure of certain materials between the parties, in particular in relation to the antitrust and regulatory workstreams, does not diminish in any way the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available. The parties and their respective advisors negotiated these documents and executed them both on March 27, 2024 and Sullivan & Cromwell LLP, as outside US legal counsel to DS Smith, executed a joinder to the joint defense agreement on April 2, 2024.

On February 28, 2024, an in-person meeting between representatives of International Paper and DS Smith was held to discuss, among other things, the potential benefits of a combination between the two companies and potential synergies arising out of such a combination. The meeting was attended by Mr. Richard Pike, Mr. Alex Manisty, Group Head of Strategy of DS Smith, Mr. Paul Brown, MD Paper Sourcing and Procurement of DS Smith, and a representative from Goldman Sachs International, financial advisor to DS Smith (“Goldman Sachs”), Messrs. McDonald and Hieatt, and Ms. Mary Hopkins, Senior Finance Director, Strategic Projects of International Paper, and representatives of BofA Securities.

Following this meeting, International Paper’s management team, together with BofA Securities, Skadden, and its accountants, continued to further consider a potential transaction with DS Smith.

On March 4, 2024, members from management of International Paper and representatives from BofA Securities and Skadden participated in a meeting held in person and via videoconference, during which members from International Paper’s management team and representatives from BofA Securities and Skadden gave a presentation to members of senior management of International Paper detailing certain potential benefits associated with a potential combination between International Paper and DS Smith.

On March 7, 2024, Mondi and DS Smith jointly announced that they reached an agreement in principle on the key financial terms of a possible all share offer by Mondi for DS Smith. Based on Mondi’s closing share price of 1,381 pence per share on February 7, 2024, the terms represented an implied value of 373 pence per DS Smith share and a premium of 33% to DS Smith’s closing share price of 281 pence per share on February 7, 2024 (being the last business day prior to the possible offer announcement made by Mondi for DS Smith on February 8, 2024). Pursuant to the announcement, the combination between Mondi and DS Smith was conditional on reaching agreement on the other terms and conditions of any offer by Mondi, including with respect to regulatory matters and the completion of confirmatory due diligence to the satisfaction of Mondi and DS Smith. At the request of DS Smith, the Takeover Panel extended the deadline to enable Mondi and DS Smith to continue their discussions relating to a proposed combination, and specified that Mondi must, by no later than 5:00 p.m. London time on April 4, 2024, either (i) announce a firm intention to make an offer for DS Smith or (ii) announce that it does not intend to make an offer for DS Smith.

On March 7, 2024, Messrs. Sutton and Drabble had a telephone conversation, during which Mr. Sutton reiterated International Paper’s desire to negotiate a proposed transaction with DS Smith.

On March 11, 2024, at a meeting of the International Paper Board, Mr. Sutton provided an update relating to the proposed transaction between International Paper and DS Smith.

On March 12, 2024, at a meeting of the International Paper Board, at which representatives from BofA Securities and Skadden were present, members from International Paper’s management team updated the International Paper Board regarding the proposed transaction between International Paper and DS Smith, including the most recent discussions between Messrs. Sutton and Drabble regarding the proposed transaction. At the same meeting, representatives of BofA Securities presented a preliminary financial analysis regarding the

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proposed transaction. Following the presentation by BofA Securities, the International Paper Board discussed and determined the terms of a non-binding proposal that it authorized Mr. Sutton to present to DS Smith (the “Non-Binding Delegation”).

On March 13, 2024, representatives from BofA Securities, on behalf of International Paper, and representatives from Goldman Sachs, on behalf of DS Smith, had a telephone conversation, during which (i) BofA Securities previewed the upcoming submission by International Paper of the Offer Letter (defined below) to DS Smith and (ii) they coordinated the scheduling of a proposed discussion between Messrs. Sutton and Drabble.

On March 14, 2024, Messrs. Sutton and Drabble had a telephone conversation, during which Mr. Sutton presented the key terms of an indicative offer that International Paper would communicate to DS Smith in writing.

Also on March 14, 2024, Mr. Sutton had a telephone conversation with Mr. Roberts, during which Mr. Sutton informed Mr. Roberts that the International Paper Board had appointed Mr. Silvernail to the position of Chief Executive Officer of International Paper, effective May 1, 2024 (or such time as otherwise agreed), but that Mr. Sutton would continue as Chairman of the International Paper Board upon the effectiveness of Mr. Silvernail’s appointment.

Also on March 14, 2024, International Paper delivered an indicative non-binding offer letter (the “Offer Letter”) to DS Smith. The Offer Letter outlined the strategic and financial rationale for a proposed transaction between the two companies, together with the key terms for the proposed transaction, including:

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On March 15, 2024, representatives of Goldman Sachs and BofA Securities, on behalf of DS Smith and International Paper, respectively, had a telephone conversation during which they discussed the Offer Letter, including (i) the background to the proposals from International Paper in the Offer Letter, (ii) coordination matters with respect to International Paper’s due diligence exercise of DS Smith, (iii) the reciprocal due diligence exercise that DS Smith would need to carry out in respect of International Paper, including International Paper’s forecasts for its 2024 financial year and (iv) approach to future management of flowback risk given a potential dual listing of the shares of Common Stock following the closing of the potential transaction.

On March 19, 2024, Mr. Drabble had a telephone conversation with Mr. Sutton, during which Mr. Drabble gave feedback to the Offer Letter, including a proposal that valued each ordinary share of DS Smith at 430 pence expressed as a fixed exchange ratio (instead of 400 pence, as was contemplated in the Offer Letter), in particular due to then-recent fluctuations in International Paper’s stock price, perceived risk of flowback for DS Smith Shareholders and a desire for a further improved offer when compared to the consideration announced by Mondi. This request from DS Smith was further discussed between representatives of BofA Securities and Goldman Sachs on March 19, 2024, and again on March 20, 2024. BofA Securities, acting on behalf, and on the instruction of, International Paper, communicated to Goldman Sachs, that DS Smith’s proposal from March 19, 2024 did not take into account the following key elements: (i) there was already a significant premium implied by the proposal in the Offer Letter which was superior to the proposal announced by Mondi, (ii) a trading price increase in excess of 9% in shares of Common Stock at the end of the trading day on March 19, 2024 had made DS Smith’s counterproposal significantly more valuable than the 430 pence that was originally intended, and (iii) the potential for lower flowback risk (and therefore the ability for a significant number of DS Smith Shareholders to participate in the value creation that would result from the proposed transaction).

On March 20, 2024, Messrs. Sutton and Nicholls, other members of International Paper management, and representatives of Skadden and BofA Securities held a videoconference to further discuss the feedback received from Mr. Drabble on March 19, 2024, which suggested a value for each ordinary share of DS Smith of 430 pence (instead of 400 pence per share, as was contemplated in the Offer Letter) was considered appropriate by the DS Smith Board of Directors. Representatives of BofA Securities presented different pricing scenarios, including the proposed consideration that each DS Smith Shareholder would receive per ordinary share of DS Smith held by it, as proposed by both the Offer Letter and DS Smith’s proposal, and a comparison of various financial ratios and metrics relating to such scenarios.

Later on March 20, 2024, representatives from BofA Securities and representatives from Goldman Sachs, acting on behalf of International Paper and DS Smith, respectively, had a telephone conversation, during which representatives of BofA Securities, on behalf of International Paper (at the direction of Mr. Sutton, acting pursuant to the Non-Binding Offer Delegation) (i) restated the attractiveness of the consideration set out in the Offer Letter, which valued each ordinary share of DS Smith at 400 pence, and the resulting premium, (ii) proposed to fix the exchange ratio for the agreed consideration only prior to announcement of a firm offer (or,

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in the event of a leak, a possible offer), and (iii) emphasized the need to initiate International Paper’s due diligence investigation of DS Smith.

On March 21, 2024, Goldman Sachs, acting on behalf of DS Smith, communicated the following proposal to BofA Securities that: (i) DS Smith was prepared to agree to a consideration, which valued each ordinary share of DS Smith at 430 pence (instead of 400 pence per share, as was contemplated in the Offer Letter), with an exchange ratio to be determined prior to the announcement of a possible or firm offer; and (ii) DS Smith asked International Paper to consider introducing a cash component of 15% of the overall consideration in the proposed transaction (with the remaining 85% to consist of payment in shares of Common Stock). Goldman Sachs also communicated to BofA Securities additional requests from DS Smith, namely DS Smith’s desire: (i) to discuss the likelihood of International Paper obtaining a favorable vote of the International Paper Shareowners in favor of the issuance of shares of Common Stock to be used as consideration in connection with the proposed transaction and (ii) to meet with Mr. Silvernail, who International Paper had publicly announced as its Chief Executive Officer-appointee on March 19, 2024, and, specifically, to hear Mr. Silvernail’s views regarding the proposed transaction.

On March 22, 2024, Messrs. Sutton, Silvernail, and Nicholls, other members of International Paper management, and representatives of Skadden and BofA Securities, held a videoconference to discuss the feedback from DS Smith on March 19, 2024 (namely that the consideration offered to the DS Smith Shareholders should value each ordinary share of DS Smith at 430 pence, and to consider a cash component of 15% of the overall consideration in the proposed transaction). Representatives of BofA Securities presented again different pricing scenarios, including the consideration that each DS Smith Shareholder would receive per ordinary share of DS Smith held by it, as contemplated by the Offer Letter (valuing each ordinary share of DS Smith at 400 pence), DS Smith’s proposal (valuing each ordinary share of DS Smith at 430 pence), and a potential revised proposal by International Paper (valuing each ordinary share of DS Smith at 415 pence), and a comparison of certain financial ratios and metrics relating to such scenarios.

Also on March 22, 2024, BofA Securities, on behalf of International Paper (at the direction of Mr. Sutton, acting pursuant to the Non-Binding Offer Delegation), responded to Goldman Sachs’ proposals from March 21, 2024, indicating International Paper’s willingness to (i) offer an all-share consideration with a headline price of 415 pence per ordinary share of DS Smith (with the exchange ratio to be fixed immediately prior to the announcement of a possible or firm offer, using the mechanism proposed by Goldman Sachs on March 21, 2024) and (ii) consider further the request to include a cash component in the proposed transaction, and that International Paper would be prepared to confirm its position on any cash component upon completion of its due diligence investigation of DS Smith. During the same meeting, BofA Securities also confirmed, at the direction of International Paper, Mr. Sutton’s willingness to discuss the likelihood of International Paper obtaining a favorable vote of the International Paper Shareowners in favor of the issuance of shares of Common Stock to be used as consideration in connection with the proposed transaction and that International Paper would be amenable to introducing Mr. Silvernail to Messrs. Drabble and Roberts.

On March 23, 2024, DS Smith provided International Paper and its advisors with access to a virtual data room containing preliminary due diligence materials, along with responses to International Paper’s initial due diligence requests. On March 23, 2024, International Paper commenced its due diligence of DS Smith, including financial, operational, legal, human resources and accounting due diligence on both corporate and operational levels. These due diligence investigations included numerous discussions between International Paper and DS Smith and their respective advisors, review of the information contained in the virtual data room as well as in-person meetings. The virtual data room was iteratively updated with additional due diligence information responsive to requests for additional information from International Paper and its advisors and documents throughout the ensuing negotiations of the proposed transaction. Furthermore, members of management of International Paper and representatives of BofA Securities and Skadden also provided information about International Paper to DS Smith, including information relating to financial and business, legal, accounting, tax and employee matters. These due diligence investigations continued throughout the period leading up to the release of the Offer Announcement and the signing of the Co-operation Agreement.

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On March 23, 2024 and on March 24, 2024, BofA Securities and Goldman Sachs, acting on behalf of International Paper and DS Smith, respectively, discussed a proposed path towards reaching a firm offer announcement (which also included discussions on a proposed timetable and headline terms).

On March 25, 2024, members of management of International Paper attended a management presentation given by members of management of DS Smith relating to an overview of the DS Smith business and operations, which was followed by a questions and answers session. Representatives from Skadden, Slaughter and May, BofA Securities and Goldman Sachs were also present.

On March 26, 2024, Mr. Sutton had lunch with Mr. Drabble, during which they discussed the strategic and financial rationale for a potential combination of International Paper and DS Smith.

Also on March 26, 2024, representatives from Skadden and Slaughter and May held a videoconference during which the timeline for the proposed transaction from the date of the Offer Announcement until the closing of the proposed transaction was discussed, including with respect to this proxy statement and the Prospectus required to be filed with the FCA in connection with the secondary listing of the shares of Common Stock on the LSE.

Later in the day on March 26, 2024, in response to press rumors and speculation regarding a possible transaction between the companies, DS Smith and International Paper separately issued announcements pursuant to Rule 2.4 of the Takeover Code confirming discussions between the parties with respect to a possible transaction and describing the key terms of the Offer Letter under discussion between the parties, which announcements included a headline price of 415 pence per ordinary share of DS Smith. In these announcements, International Paper and DS Smith each confirmed that the DS Smith Shareholders would receive 0.1285 shares of Common Stock for each ordinary share they own in DS Smith (the “Exchange Ratio”). Based on the International Paper share price of $40.85 at the close of business on March 25, 2024 (being the date prior to the press rumors and speculation between the companies) and £/$ exchange rate of 1.2645 on March 25, 2024, the terms of International Paper’s proposal represented a value of 415 pence per ordinary share of DS Smith and a premium of 48% to DS Smith’s undisturbed share price on February 7, 2024 (being the day prior to the commencement of the offer period in respect of the proposed transaction between International Paper and DS Smith) of 281 pence per ordinary share of DS Smith. Furthermore, in each of the announcements, International Paper and DS Smith each specified that pursuant to the Takeover Code, International Paper would be required either to announce (i) a firm intention to make an offer for DS Smith or (ii) an intent not to make an offer, in either case by 5:00 p.m. London time on April 23, 2024, unless the parties received prior consent from the Takeover Panel to extend the deadline.

On March 27, 2024, members of management of International Paper, including Messrs. Nicholls, McDonald, and Hieatt, and Messrs. Roberts and Pike from DS Smith held a videoconference to enable DS Smith to carry out further due diligence relating to International Paper, during which the parties discussed International Paper’s fiscal year 2023 financial results and International Paper’s then-outlook and proposed direction for the remainder of fiscal year 2024. Representatives from Skadden, BofA Securities and Goldman Sachs were also present.

On March 27, 2024, Slaughter and May circulated a draft Co-operation Agreement to International Paper and its legal advisors, and on March 28, 2024, Skadden circulated a draft of the Offer Announcement to DS Smith and its legal advisors. On April 3, 2024, Skadden delivered a draft of form of Irrevocable Undertaking to be executed by the DS Smith directors who hold shares in DS Smith to Slaughter and May. Some of the terms from the initial draft of the Co-operation Agreement that were discussed and negotiated between the parties and their advisors related to regulatory matters, transaction structure, International Paper’s obligations with respect to approval of the International Paper Shareowners of the Share Issuance, dividends and matters with respect to the interim operating covenants applicable to each party. The parties proceeded to discuss and negotiate the terms of these documents throughout the following weeks.

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From March 27, 2024 through the weeks that followed, members of the management teams of each of International Paper and DS Smith as well as representatives of their respective legal, accounting and financial advisors held multiple discussions for the purpose of discussing the various matters to be completed in order for International Paper to announce definitive terms of a recommended offer to acquire DS Smith, including mutual due diligence, negotiation of governance matters and other transaction terms, analysis of the regulatory and antitrust clearances required for closing of the proposed transaction, this proxy statement and the Prospectus required to be filed in connection with the proposed listing of the shares of Common Stock on the LSE, assessment of potential synergies expected to result from the proposed transaction, disclosure and financial reporting in connection with the proposed transaction, and transaction structuring and tax matters.

From March 27, 2024 until the execution of the Co-operation Agreement and publication of the Offer Announcement on April 16, 2024, representatives of each of International Paper, DS Smith, Skadden, Slaughter and May, Sidley Austin LLP, outside U.S. antitrust counsel to International Paper, Sullivan & Cromwell LLP, BofA Securities and Goldman Sachs, exchanged drafts of the Co-operation Agreement and the Offer Announcement and engaged in negotiations and discussions regarding the terms and conditions of the Co-operation Agreement and the statements in the Offer Announcement, including with respect to the scope of International Paper’s obligations in connection with obtaining regulatory approvals, the interim operating covenants applicable to International Paper, the treatment of DS Smith equity awards, the composition of the board of directors and leadership of the combined company, circumstances under which each party can pay dividends prior to the closing of the proposed transaction, the location of the headquarters of the combined company, the secondary listing of the shares of Common Stock on the LSE, employee and pension matters, reverse termination fees payable in certain circumstances by International Paper, including upon failure to obtain approval of the International Paper Shareowners, failure to obtain necessary regulatory approvals to permit the consummation of the Acquisition or an International Paper Board Recommendation Change. For further discussion of the terms of the transaction documents and the resolution of the above issues, see the section entitled “Information About the DS Smith Acquisition—The Offer Announcement and the Scheme of Arrangement” and “Information About the DS Smith Acquisition—The Co-operation Agreement”. In addition, representatives of each of International Paper, DS Smith, Skadden and Slaughter and May negotiated the terms of the Irrevocable Undertakings. For further discussion of the terms of the Irrevocable Undertakings, see the section entitled “Information About the DS Smith Acquisition—Irrevocable Undertakings”.

On March 28, 2024, Messrs. Sutton and Silvernail had a telephone conversation with Mr. Roberts to introduce Mr. Roberts to Mr. Silvernail, and to provide Mr. Roberts with a status update relating to International Paper’s due diligence of DS Smith, including International Paper’s positive results of that exercise, thereby further supporting International Paper’s belief in the strength of a combination between the two companies. During the conversation, Messrs. Sutton and Silvernail also thanked Mr. Roberts for DS Smith’s continued assistance and openness with International Paper management during the due diligence process, and restated International Paper’s desire to get to the Offer Announcement on an expedited timeline.

On April 3, 2024, Mr. Sutton provided a written update to the International Paper Board on progress towards a firm offer for DS Smith and a draft of the public statement, planned to be issued on April 4, 2024, providing an update on International Paper’s possible offer, including detail on the type and quantum of synergies International Paper believed would arise from the proposed transaction and the associated external verification work and report completed on such expected synergies.

On April 4, 2024, DS Smith announced that the Takeover Panel had agreed to extend the deadline by which Mondi was required either to announce a firm offer for DS Smith or to announce that it did not intend to make an offer from 5:00 p.m. London Time April 4, 2024 to 5:00 p.m. London Time April 23, 2024.

Also on April 4, 2024, members of management of International Paper, including Messrs. McDonald and Hieatt, and Messrs. Roberts and Pike from DS Smith held a videoconference for the purposes of DS Smith to further its reciprocal due diligence relating to International Paper, during which the parties discussed

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International Paper’s fiscal year 2023 financial results and International Paper’s then-outlook and proposed direction for the remainder of fiscal year 2024. Representatives from BofA Securities and Goldman Sachs were also present.

Also on April 4, 2024, International Paper issued a public statement, in which it provided an update on its possible offer for DS Smith, which confirmed that International Paper had made significant progress in due diligence as facilitated by the DS Smith Board of Directors and the DS Smith management team, and that it was well positioned to provide the International Paper Shareowners with more detail on the type and quantum of synergies it believed would arise from the proposed transaction. The statement also included comments from Messrs. Sutton and Silvernail, in which they, among other things, gave their support in favor of a proposed combination between the two companies.

Also on April 4, 2024, Mr. Sutton had a telephone conversation with Mr. Drabble to discuss the status of negotiations, timing and International Paper’s and DS Smith’s respective approval processes in respect of announcement of a firm offer.

On April 5, 2024, Messrs. Sutton, Silvernail, Roberts, Drabble, and Pike held a meeting to introduce Mr. Silvernail to members of management of DS Smith, discuss the merits of the combination, and reaffirm Mr. Silvernail’s support for the combination and International Paper’s willingness to work towards a recommended offer.

On April 8, 2024, members of International Paper’s management provided a detailed update to International Paper Board members on the status of the potential transaction with DS Smith, which included a process and timing update, a review of due diligence matters, a discussion regarding integration and the work to date on potential synergies, a review of material transaction terms, a preliminary timeline for closing of the proposed transaction, and a plan for next steps to get to the announcement of a firm offer for DS Smith. Representatives of BofA Securities were also present at the meeting and provided preliminary financial analysis of the proposed transaction. Representatives from Skadden were also present.

Also on April 8, 2024, Messrs. Sutton and Drabble had a telephone conversation, during which they discussed an update on communications and status with respect to the proposed combination between International Paper and DS Smith, as well as certain key findings resulting from International Paper’s due diligence of DS Smith, and DS Smith’s due diligence investigation of International Paper.

On April 9, 2024, at the instruction of International Paper, representatives from BofA Securities had a telephone discussion with representatives from Goldman Sachs to discuss, among other things, an update on the proposed transaction, including outstanding due diligence requests.

On April 11, 2024, as part of DS Smith’s due diligence exercise that it carried out with respect to International Paper, members of International Paper management, including Messrs. Sutton, Nicholls, McDonald and Hieatt, and representatives from BofA Securities, presented to Messrs. Roberts and Pike of DS Smith and representatives from Goldman Sachs certain financial information relating to International Paper, including (i) the International Paper-DS Smith Forecasts and the International Paper Forecasts (as more fully described below in the section of this proxy statement entitled “Certain Unaudited Prospective Financial Information—Certain DS Smith Unaudited Prospective Financial Information prepared by International Paper” and “Certain Unaudited Prospective Financial Information—Certain International Paper Unaudited Prospective Financial Information”), (ii) International Paper’s fiscal year 2023 results, and (iii) International Paper’s then-outlook and direction for the remainder of fiscal year 2024.

On April 14, 2024, International Paper convened a special meeting of the International Paper Board to review and discuss further the terms of the proposed transaction with DS Smith and related matters. Representatives of BofA Securities and Skadden were in attendance at the meeting. At the meeting, members of

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International Paper’s management team updated the International Paper Board on the status of discussions with DS Smith and reviewed the proposed terms of the proposed transaction with DS Smith. Representatives of BofA Securities reviewed with the International Paper Board BofA Securities’ financial analysis of the Exchange Ratio and delivered to the International Paper Board the oral opinion of BofA Securities, which was confirmed by delivery of a written opinion dated April 14, 2024, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations set forth in the written opinion, the Exchange Ratio provided for in the Acquisition was fair, from a financial point of view, to International Paper (as more fully described below in the section entitled “—Opinion of BofA Securities”). Furthermore, at the meeting, representatives of Skadden and members of International Paper’s management team summarized the Offer Announcement and the Co-operation Agreement that were provided to the members of the International Paper Board in advance of the meeting, as well as certain other legal matters under U.K. and U.S. law pertinent to the International Paper Board’s consideration of the proposed transaction with DS Smith.

Following these discussions, and after consideration of the matters and careful consideration of the information presented by management of International Paper and its legal and financial advisors at the April 14, 2024 meeting as well as at prior meetings of and updates provided to the International Paper Board, as further set forth under “—Reasons for the Acquisition”, and “—Recommendation of the International Paper Board,” the International Paper Board determined, among other things, that the Offer Announcement and the Co-operation Agreement, and the transactions contemplated thereby, were advisable and in the best interests of International Paper and the International Paper Shareowners, approved the Offer Announcement and the Co-operation Agreement and the transactions contemplated thereby, and resolved to recommend that the International Paper Shareowners vote to approve the Share Issuance.

Also on April 14, 2024, Mr. Sutton telephoned Mr. Roberts to inform him of the results of the special meeting of the International Paper Board.

On the morning of April 16, 2024, London time, International Paper and DS Smith announced that International Paper intended to make a recommended offer to acquire the entire issued and to be issued DS Smith Shares pursuant to Rule 2.7 of the Takeover Code and the entry by the parties into the Co-operation Agreement.

Later in the day on April 16, 2024, International Paper filed a Current Report on Form 8-K with the SEC summarizing the terms of the Offer Announcement and the Co-operation Agreement, and attached as exhibits to the Form 8-K, copies of the Offer Announcement, the Co-operation Agreement, a press release relating to the Acquisition, and an investor presentation relating to the Acquisition.

On April 19, 2024, pursuant to Rule 2.8 of the Takeover Code, Mondi announced (the “Mondi Rule 2.8 Announcement”) that after carefully considering a potential combination with DS Smith, and in light of the Offer Announcement, a potential combination with DS Smith would not be in the best interests of its shareholders, and that it would not be making an offer for DS Smith. As a result of the Mondi Rule 2.8 Announcement, pursuant to the Takeover Code, Mondi is unable to make an offer for DS Smith unless, among other things, the Offer Announcement is withdrawn or lapses with the agreement of the DS Smith Board of Directors, if a third party announces a firm intention to make an offer for DS Smith or there has been a material change of circumstances (as determined by the Takeover Panel).

Reasons for the Acquisition

After careful consideration, at a meeting held on April 14, 2024, the International Paper Board determined the Offer Announcement, the Co-operation Agreement and the other transactions contemplated thereby to be in the best interests of International Paper and the International Paper Shareowners and approved the Offer Announcement, the Co-operation Agreement and the other transactions contemplated thereby in all respects, and determined to recommend that the International Paper Shareowners vote “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

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In reaching its decision to approve the Offer, the Acquisition and the other transactions contemplated thereby, and to recommend that the International Paper Shareowners vote “FOR” the Share Issuance Proposal, the International Paper Board consulted with International Paper’s senior management, outside legal counsel, and BofA Securities, and considered a number of factors that it believed supported its determination, including the following material factors (not necessarily in order of importance):

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The International Paper Board also considered a number of potential conflicts, risks and uncertainties of the Acquisition in connection with its deliberation, including, without limitation, the following (not necessarily in order of importance):

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The foregoing discussion of the information and factors considered by the International Paper Board is not intended to be exhaustive, but includes material factors considered by the International Paper Board. In light of the number and wide variety of factors considered in reaching its decision to approve the Acquisition, the Offer and the other transactions contemplated by the Offer Announcement and the Co-operation Agreement, the

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International Paper Board did not quantify or assign any relative weights to the factors considered, and individual directors applied his or her own personal business judgment to the process and may have given different weights to different factors. The International Paper Board considered all these factors as a whole, including discussions with and questioning of International Paper’s senior management and International Paper’s independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

The International Paper Board recommends that the International Paper Shareowners vote “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

This summary of the reasoning of the International Paper Board and other information presented in this section contains information that is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements.”

Recommendation of the International Paper Board

Based on the reasons for the recommendations discussed above in the section entitled “Information About the DS Smith Acquisition—Reasons for the Acquisition,” the International Paper Board determined that the Offer, the Acquisition and the other matters contemplated by the Offer Announcement and the Co-operation Agreement are advisable and in the best interests of International Paper and the International Paper Shareowners and have authorized and approved the Share Issuance in connection with the Offer and the Acquisition. The International Paper Board therefore recommends that you vote “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

Opinion of BofA Securities

International Paper retained BofA Securities to act as a financial advisor to International Paper in connection with the Acquisition. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. International Paper selected BofA Securities to act as a financial advisor to International Paper in connection with the Acquisition on the basis of BofA Securities’ experience in transactions similar to the Acquisition, its reputation in the investment community and its familiarity with International Paper and its business.

On April 14, 2024, at a meeting of the International Paper Board held to evaluate the Acquisition, representatives of BofA Securities delivered to the International Paper Board the oral opinion of BofA Securities, which was confirmed by delivery of a written opinion dated April 14, 2024, to the effect that, as of the date of the opinion and based on and subject to the factors and assumptions set forth in the written opinion, the Exchange Ratio provided for in the Acquisition was fair, from a financial point of view, to International Paper.

The full text of BofA Securities’ written opinion to the International Paper Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex III to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the written opinion. BofA Securities delivered its opinion to the International Paper Board for the benefit and use of the International Paper Board (in its capacity as such) in connection with and for purposes of its evaluation of the Acquisition. BofA Securities expressed no opinion or view as to any terms or other aspects or implications of the Acquisition (other than the Exchange Ratio to the extent expressly specified in such opinion) and no opinion or view was expressed as to the relative merits of the Acquisition in comparison to other strategies or transactions that might be available to International Paper or in which International Paper might engage or as to the underlying business

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decision of International Paper to proceed with or effect the Acquisition. BofA Securities’ opinion does not constitute a recommendation as to how any holder of shares of Common Stock should vote or act in connection with the Acquisition or any related matter.

In connection with rendering its opinion, BofA Securities has, among other things:

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In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the managements of International Paper and DS Smith that they are not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the DS Smith Forecasts, BofA Securities was advised by DS Smith, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of DS Smith as to the future financial performance of DS Smith. With respect to the International Paper-DS Smith Forecasts, the International Paper Forecasts and the Estimated Synergies, BofA Securities assumed, at the direction of International Paper, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of International Paper as to the future financial performance of DS Smith and International Paper and the other matters covered thereby and based on the assessments of the management of International Paper as to the relative likelihood of achieving the future financial results reflected in the DS Smith Forecasts and the International Paper-DS Smith Forecasts, BofA Securities relied, at the direction of International Paper, on the International Paper-DS Smith Forecasts for purposes of its opinion. BofA Securities relied, at the direction of International Paper, on the assessments of the management of International Paper as to International Paper’s ability to achieve the Estimated Synergies and was advised by International Paper, and assumed, that the Estimated Synergies will be realized in the amounts and at the times projected.

BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of DS Smith, International Paper or any other entity, nor did it make any physical inspection of the properties or assets of DS Smith, International Paper or any other entity. BofA Securities did not evaluate the solvency or fair value of DS Smith, International Paper or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of International Paper, that the Acquisition would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Acquisition, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on DS Smith, International Paper or the Acquisition (or the contemplated benefits thereof). BofA Securities also assumed, at the direction of International Paper, that the final executed Offer Announcement and Co-operation Agreement would not differ in any material respect from the Draft Offer Announcement and Draft Co-operation Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Acquisition (other than the Exchange Ratio to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Acquisition, or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the Acquisition or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, to International Paper of the Exchange Ratio provided for in the Acquisition and no opinion or view was expressed with respect to any consideration received in connection with the Acquisition by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Acquisition, or class of such persons, relative to the Exchange Ratio. Furthermore, no opinion or view was expressed as to the relative merits of the Acquisition in comparison to other strategies or transactions that might be available to International Paper or in which International Paper might engage or as to the underlying business decision of International Paper to proceed with or effect the Acquisition.

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In addition, BofA Securities expressed no view or opinion with respect to, and BofA Securities relied, with the consent of International Paper, upon the assessments of representatives of International Paper regarding legal, regulatory, accounting, tax and similar matters relating to International Paper or DS Smith and the Acquisition (including the contemplated benefits thereof) as to which BofA Securities understood that International Paper obtained such advice as it deemed necessary from qualified professionals. BofA Securities expressed no opinion as to what the value of shares of Common Stock actually would be when issued or the prices at which shares of Common Stock or DS Smith Shares would trade at any time, including following announcement or consummation of the Acquisition. In addition, BofA Securities expressed no opinion or recommendation as to how any shareowner should vote or act in connection with the Acquisition or any related matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect BofA Securities’ opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities. Except as described in this summary, International Paper imposed no other instructions or limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The discussion set forth below represents a brief summary of the material financial analyses presented by BofA Securities to the International Paper Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material Company Financial Analyses of DS Smith

Selected Publicly Traded Companies Analysis.

BofA Securities reviewed publicly available financial and stock market information for DS Smith and the following two selected publicly traded paper-based packaging companies:

BofA Securities reviewed, among other information, enterprise values for each of the selected publicly traded companies, and for DS Smith, calculated as equity value based on closing stock prices of the applicable company on April 12, 2024 (the latest day prior to the public announcement of the Offer) plus debt, preferred equity and non-controlling interest (as applicable), and minus cash and cash equivalents (as applicable), as a multiple of estimated calendar year 2024 adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, for the applicable company. Financial data of the selected publicly traded companies and for DS Smith were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of April 12, 2024. The overall low to high calendar year 2024 enterprise value to calendar year 2024 adjusted EBITDA multiples observed for the selected publicly traded companies were 7.3x to 7.4x (with a mean of 7.4x and a median of 7.4x). BofA Securities noted that the enterprise value to calendar year 2024 adjusted EBITDA multiple observed for DS Smith was 7.5x. Based on BofA Securities’ review of the enterprise values to adjusted EBITDA multiples observed for the selected publicly traded companies and on its professional judgment and experience, BofA Securities applied an adjusted EBITDA multiple reference range of 6.5x to 8.5x to the estimates of calendar year 2024 adjusted EBITDA for DS Smith as reflected in the

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International Paper-DS Smith Forecasts, to calculate a range of implied enterprise values for DS Smith. BofA Securities then calculated an implied equity value per share reference range for DS Smith (rounded to the nearest £0.05) by deducting from this range of implied enterprise values an estimate of the net debt of DS Smith as of December 31, 2023, as provided by the management of International Paper, and dividing the results by a number of fully-diluted DS Smith Shares outstanding (based on information provided by the management of DS Smith).

This analysis indicated the following approximate implied equity value reference ranges per share, as compared to the implied value of the Exchange Ratio of £4.15 per ordinary share of DS Smith (calculated as the Exchange Ratio of 0.1285 multiplied by the closing price of Common Stock on March 25, 2024, the day prior to International Paper confirming that it had made a proposal to acquire the entire issued share capital of DS Smith (the “Implied Exchange Ratio Value”)), the closing price per ordinary share of DS Smith as of April 12, 2024, and the closing price per ordinary share of DS Smith on February 7, 2024, which represents the day prior to disclosure of Mondi plc’s offer to acquire the entire issued share capital of DS Smith (the “DS Smith Unaffected Share Price”):

No selected publicly traded company used in this analysis is identical or directly comparable to DS Smith. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which DS Smith was compared.

Selected Precedent Transactions Analysis

BofA Securities reviewed, to the extent publicly available, financial information relating to the following selected transactions involving acquisitions of publicly traded corrugated packaging companies since 2012:

BofA Securities reviewed the enterprise values implied for each target company, calculated as the aggregate consideration payable in the selected transaction, plus debt, preferred equity and non-controlling interest (as applicable), and minus cash and cash equivalents (as applicable) of the target company, as publicly disclosed prior to the announcement of the applicable transaction, as a multiple of estimates of the target company’s adjusted EBITDA for the calendar year in which the applicable transaction was announced and based on publicly available information at that time. Other financial data relating to each of the selected transactions and target companies were derived from the transaction parties’ public filings. The overall low to high enterprise value to adjusted EBITDA multiples of the target companies in the selected transactions were 6.2x to 13.1x.

Based on BofA Securities’ review of the enterprise values to adjusted EBITDA multiples for the selected transactions and on its professional judgment and experience, BofA Securities applied an enterprise value to adjusted EBITDA multiple reference range of 7.5x to 9.5x to the estimates of calendar year 2023 adjusted

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EBITDA for DS Smith as reflected in the International Paper-DS Smith Forecasts, to calculate a range of implied enterprise values for DS Smith. BofA Securities then calculated an implied equity value per share reference range for DS Smith (rounded to the nearest £0.05) by deducting from this range of implied enterprise values an estimate of the net debt of DS Smith as of December 31, 2023, as provided by the management of International Paper, and dividing the results by a number of fully-diluted DS Smith ordinary shares outstanding (based on information provided by the management of DS Smith).

This analysis indicated the following approximate implied equity value reference ranges per share, as compared to the Implied Exchange Ratio Value, the closing price per ordinary share of DS Smith as of April 12, 2024 and the DS Smith Unaffected Share Price:

No selected precedent transaction used in this analysis or the applicable target company is identical or directly comparable to DS Smith or the Acquisition. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics, market conditions and other factors that could affect the acquisition or other values of the companies or transactions to which DS Smith and the Acquisition were compared.

Discounted Cash Flow Analysis

BofA Securities performed a discounted cash flow analysis of DS Smith to calculate a range of implied present values per ordinary share of DS Smith utilizing estimates of the standalone, unlevered, after-tax free cash flows DS Smith was expected to generate over the period from calendar year 2024 through calendar year 2029 based on the International Paper-DS Smith Forecasts. BofA Securities calculated a terminal value for DS Smith by applying an assumed perpetuity growth rate range of 2.00% to 3.00%, reflecting guidance provided by the management of International Paper, to the terminal year unlevered free cash flows. The unlevered free cash flows and the terminal values were discounted to December 31, 2023, utilizing mid-year discounting convention, and using discount rates ranging from 8.00% to 10.00%, which were based on an estimate of DS Smith’s weighted average cost of capital derived using the capital asset pricing model. BofA Securities then calculated an implied equity value per share reference range for DS Smith (rounded to the nearest £0.05) by deducting from this range of present values an estimate of the net debt of DS Smith as of December 31, 2023, as provided by the management of International Paper, and dividing the result by a number of fully-diluted DS Smith Shares outstanding (based on information provided by the management of DS Smith).

This analysis indicated the following approximate implied equity value reference range per ordinary share of DS Smith (rounded to the nearest £0.05) for DS Smith, as compared to the Implied Exchange Ratio Value, the closing price per ordinary share of DS Smith as of April 12, 2024, and the Unaffected Share Price:

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ financial analyses with respect to its opinion but were referenced solely for informational purposes, including, among other things the following:

Discounted Cash Flow Analysis utilizing Estimated Synergies. BofA Securities performed the Discounted Cash Flow Analysis described above under the heading “Summary of Material Company Financial Analyses of

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DS Smith—Discounted Cash Flow Analysis”, utilizing the International Paper-DS Smith Forecasts and taking into account the Estimated Synergies. This analysis indicated the following approximate implied equity value reference range per ordinary share of DS Smith (rounded to the nearest £0.05), as compared to the Implied Exchange Ratio Value, the closing price per ordinary share of DS Smith as of April 12, 2024, and the Unaffected Share Price:

52-Week Trading Range. BofA Securities reviewed the trading range of DS Smith ordinary shares for the 52-week period ended April 12, 2024, which was £2.64 to £4.13.

Wall Street Research Analysts Price Targets. BofA Securities reviewed certain publicly available equity research analyst price targets for the DS Smith Shares available as of April 12, 2024, which indicated a range of £3.10 to £4.00 and a present value of £2.80 to £3.60 when discounted by one year at DS Smith’s estimated mid-point cost of equity of 11.50% derived using the capital asset pricing model.

Premia Paid Analysis. BofA Securities performed an analysis of premia paid based on the 25^th – 75^th percentile of 28 greater than 50% stock deals including a UK public target with an equity value greater than £250 million since 2014 (excluding deals with an unaffected spot premium of less than 10.0%). Based on this review and its professional judgment and experience, BofA Securities applied an illustrative premia reference range of 16.0% to 45.0% to the Unaffected Share Price on February 7, 2024, of £2.81 and the closing price per ordinary share of DS Smith on April 12, 2024, of £4.12, to derive implied equity value reference ranges per ordinary share of DS Smith (rounded to the nearest £0.05) of £3.25 to £4.10.

Summary of Material Company Financial Analyses of International Paper

Selected Publicly Traded Companies Analysis.

BofA Securities reviewed publicly available financial and stock market information for International Paper and the following three selected publicly traded corrugated packaging companies:

BofA Securities reviewed, among other information, enterprise values for each of the selected publicly traded companies, and for International Paper, calculated as equity value based on closing stock prices of the applicable company on April 12, 2024, plus debt, preferred equity and non-controlling interest (as applicable), and minus cash and cash equivalents (as applicable), as a multiple of estimated calendar year 2024 adjusted EBITDA, for the applicable company. Financial data of the selected publicly traded companies and for International Paper were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of April 12, 2024. The overall low to high enterprise value to calendar year 2024 adjusted EBITDA multiples observed for the selected publicly traded companies were 7.6x to 11.4x (with a mean of 8.9x and a median of 7.8x). BofA Securities noted that the enterprise value to calendar year 2024 adjusted EBITDA multiple observed for International Paper was 7.9x.

Based on BofA Securities’ review of the enterprise values to adjusted EBITDA multiples observed for the selected publicly traded companies and on its professional judgment and experience, BofA Securities applied an adjusted EBITDA multiple reference range of 7.5x to 9.5x to the estimates of calendar year 2024 adjusted EBITDA for International Paper as reflected in the International Paper Forecasts, to calculate a range of implied

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enterprise values for International Paper. BofA Securities then calculated an implied equity value per share reference range for International Paper (rounded to the nearest $0.05) by deducting from this range of implied enterprise values an estimate of the net debt of International Paper as of December 31, 2023, as provided by the management of International Paper, and dividing the results by a number of fully-diluted shares of Common Stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of International Paper).

This analysis indicated the following approximate implied equity value reference ranges per share, as compared to the closing price per share of Common Stock as of April 12, 2024:

No selected publicly traded company used in this analysis is identical or directly comparable to International Paper. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which International Paper was compared.

Discounted Cash Flow Analysis

BofA Securities performed a discounted cash flow analysis of International Paper to calculate a range of implied present values per share of Common Stock utilizing estimates of the standalone, unlevered, after-tax free cash flows International Paper was expected to generate over the period from calendar year 2024 through calendar year 2029 based on the International Paper Forecasts. BofA Securities calculated a terminal value for International Paper by applying an assumed perpetuity growth rate range of 2.00% to 3.00%, reflecting guidance provided by the management of International Paper, to the terminal year unlevered free cash flows. The unlevered free cash flows and the terminal values were discounted to December 31, 2023, utilizing mid-year discounting convention, and using discount rates ranging from 7.50% to 9.00%, which were based on an estimate of International Paper’s weighted average cost of capital derived using the capital asset pricing model. BofA Securities then calculated an implied equity value per share reference range for International Paper (rounded to the nearest $0.05) by deducting from this range of present values an estimate of the net debt of International Paper as of December 31, 2023, as provided by the management of International Paper, and dividing the result by a number of fully-diluted shares of Common Stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of International Paper). This analysis indicated the following approximate implied equity value reference range per share (rounded to the nearest $0.05) for International Paper, as compared to the closing price per share of Common Stock as of April 12, 2024:

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ financial analyses with respect to its opinion but were referenced solely for informational purposes, including, among other things the following:

52-Week Trading Range. BofA Securities reviewed the trading range of shares of Common Stock for the 52-week period ended April 12, 2024, which was $29.17 to $40.85.

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Wall Street Research Analysts Price Targets. BofA Securities reviewed certain publicly available equity research analyst price targets for shares of Common Stock as of April 12, 2024 which indicated a range of $36.60 to $43.00 and a present value of $33.40 to $39.25 when discounted by one year at International Paper’s estimated mid-point cost of equity of 9.50%, derived using the capital asset pricing model.

Summary of Material Relative and Pro Forma Financial Analyses

Implied Exchange Ratio Analyses. Utilizing the implied equity value reference ranges for DS Smith and International Paper described above under “—Selected Publicly Traded Companies Analysis” and “—Discounted Cash Flow Analysis” (and, for informational purposes only and not as part of BofA Securities’ financial analyses with respect to its opinion, under “—52 Week Trading Range” and “—Wall Street Research Analysts Price Targets”) for each of DS Smith and International Paper, as applicable, BofA Securities derived the implied exchange ratio by dividing the low end and the high end of the implied equity value reference range derived for DS Smith by the high end and low end of the implied equity value reference range derived for International Paper, respectively, under each of the financial analyses described above. Utilizing this method, BofA Securities calculated the following approximate implied exchange ratio reference ranges:

Has/Gets Analysis

BofA securities performed a Has/Gets Analysis to calculate the theoretical change in value for holders of shares of Common Stock resulting from the Acquisition based on a comparison of (i) the pro forma ownership by holders of shares of Common Stock giving effect to the Acquisition, and (ii) the 100% ownership by holders of shares of Common Stock on a stand-alone basis. For International Paper on a stand-alone basis, BofA Securities used the implied reference range indicated in its discounted cash flow analysis described above under “Summary of Material Company Financial Analyses of International Paper—Discounted Cash Flow Analysis.” BofA Securities then performed the same analysis by calculating the range of implied per share equity values allocable to holders of shares of Common Stock on a pro forma basis, giving effect to the Acquisition, by assuming approximately 66.3% pro forma ownership, based on the number of shares of Common Stock estimated to be issued to holders of DS Smith Shares in the Acquisition, utilizing the results of the standalone discounted cash flow analyses for DS Smith and International Paper described above under “Summary of Material Company Financial Analyses of DS Smith—Discounted Cash Flow Analysis” and under “Summary of Material Company Financial Analyses of International Paper—Discounted Cash Flow Analysis”, and taking into account the Estimated Synergies. BofA Securities calculated the present value of the Estimated Synergies (including after-tax costs to achieve such cost-synergies) as of December 31, 2023 by using a midpoint discount rate range of 8.0% to 10.0%. BofA Securities then compared these implied per share equity value reference ranges to the implied per share equity value reference ranges derived for International Paper on a standalone basis utilizing the results of the standalone discounted cash flow analysis for International Paper described above.

This analysis indicated the following approximate implied pro forma per share equity value reference range for International Paper on a standalone basis and on a pro forma basis:

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Miscellaneous

As noted above, the discussion set forth above represents a brief summary of the material financial analyses presented by BofA Securities to the International Paper Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of International Paper. The estimates of the future performance of International Paper and DS Smith in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, to International Paper of the Exchange Ratio provided for in the Acquisition and were provided to the International Paper Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of International Paper or the shares of Common Stock, or DS Smith or the DS Smith Shares.

The type and amount of consideration payable in the Acquisition was determined through negotiations between International Paper and DS Smith, rather than by any financial advisor, and was approved by the International Paper Board. The decision to enter into the Acquisition was that of the International Paper Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the International Paper Board in its evaluation of the Acquisition and should not be viewed as determinative of the views of the International Paper Board, International Paper’s management or any other party with respect to the Acquisition or the Exchange Ratio.

International Paper has agreed to pay BofA Securities for its services in connection with the Acquisition an aggregate fee of approximately £21.0 million (approximately $26 million (1 GBP = 1.2448 USD as of 4/15/2024 per FactSet as of April 15, 2024)), $2 million of which was payable upon delivery of BofA Securities’ opinion and the remainder of which is payable contingent upon consummation of the Acquisition. International Paper, at its discretion, may also pay to BofA Securities a discretionary fee of £5 million (approximately $6 million (1 GBP = 1.2448 USD as of 4/15/2024 per FactSet as of April 15, 2024)) in connection with the Acquisition. In addition, International Paper has agreed to reimburse certain of BofA Securities’ expenses arising, and to indemnify BofA Securities against certain liabilities that may arise, out of BofA Securities’ engagement.

BofA Securities and its affiliates comprise a full-service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its

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affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of International Paper, DS Smith and certain of their respective affiliates.

As of April 11, 2024, BofA Securities and its affiliates held on a non-fiduciary basis (i) outstanding shares of Common Stock having a market value of approximately $55 million as of such date, representing less than 0.5% of the outstanding shares of Common Stock as of such date, and (ii) outstanding DS Smith Shares having a market value of approximately $291 million as of such date, representing less than 3.7 % of the outstanding DS Smith Shares as of such date.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to International Paper and/or its affiliates, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as lender in connection with certain term loans, commercial loans, credit facilities, commercial leases and trade finance arrangements, (ii) acting as financial advisor in connection with the sale of an interest in Ilim SA and JSC Ilim Group, (iii) having acted as syndicating bank in certain leveraged loan syndications, (iv) providing certain treasury, liquidity and payment products, (v) providing certain foreign exchange services, (vi) providing services in connection with retirement benefits and defined contribution plans, and (vii) providing certain letters of credit. From April 1, 2022, through March 31, 2024, BofA Securities and its affiliates derived aggregate revenues from International Paper and certain of its affiliates of approximately $22 million for corporate and/or investment banking services.

In addition, BofA Securities and its affiliates in the future may provide, investment banking, commercial banking and other financial services to DS Smith and/or its affiliates and in the future may receive compensation for the rendering of these services.

Certain Unaudited Prospective Financial Information

I. Certain DS Smith Unaudited Prospective Financial Information

DS Smith does not, as a matter of course, publicly disclose long-term projections or internal projections of its future financial performance, net sales, earnings, financial condition or other results due to, among other reasons, the uncertainty, inherent unpredictability and subjectivity of the underlying assumptions and estimates. The DS Smith Forecasts are ordinary course internal management forecasts that were prepared in October 2023 and not in connection with the Acquisition or with a view to public disclosure. The DS Smith Forecasts were provided by DS Smith to International Paper upon International Paper’s request on a private, bilateral basis (and subsequently by International Paper to the International Paper Board and BofA Securities) in March 2024 as part of the ordinary course due diligence exercise carried out by International Paper in connection with its evaluation of the Acquisition prior to the Offer Announcement. However, International Paper carried out its own detailed assessment of DS Smith’s prospects and expected financial performance for the purposes of its decision to undertake the Acquisition, as further detailed below.

Certain Limitations on the DS Smith Forecasts

The DS Smith Forecasts have been summarized in this proxy statement for the purposes of ensuring that the International Paper Shareowners have appropriate visibility on the information that was available to the International Paper Board in its decision to approve the Offer Announcement and to undertake the Acquisition. However, the International Paper Board does not consider such DS Smith Forecasts to have been material for such decision. The summary provided in this proxy statement is therefore only being provided for the reasons discussed in this proxy statement, and the DS Smith Forecasts are not included in this proxy statement to, or intended to, induce any International Paper Shareowners to vote in favor of the Share Issuance Proposal, to

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influence any person to make any investment decision with respect to the Share Issuance Proposal or for any other matter whatsoever, including any evaluation of DS Smith’s current or future operational or financial performance by any person. Moreover, given the date at which they were prepared, the DS Smith Forecasts should be evaluated, if at all, in conjunction with DS Smith’s historical financial statements and other information regarding DS Smith contained in this proxy statement. In particular, the DS Smith Forecasts for the fiscal year ended April 30, 2024 are superseded by DS Smith’s actual audited historical financial statements for the fiscal period ended April 30, 2024. The DS Smith Forecasts may also differ from published analyst estimates and forecasts.

As further described below, certain assumptions underlying the DS Smith Forecasts may no longer be valid as of the date of this proxy statement. The directors of the DS Smith Board of Directors accordingly consider that the DS Smith Forecasts are no longer valid as of the date of this proxy statement.

Although a summary of the DS Smith Forecasts is presented with numerical specificity, this information is not factual, reflects numerous estimates and assumptions that are inherently uncertain, may now be outdated and may be beyond the control of DS Smith and should not be relied upon as being necessarily predictive of actual future results. The DS Smith Forecasts are forward-looking statements at the date at which they were prepared in October 2023. Important factors that may affect actual results and cause the DS Smith Forecasts not to be achieved include any inaccuracy of the underlying assumptions thereto (including, among others, those described below under “—Certain Underlying Assumptions”), developments related to pricing cycles and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; the volatility of paper prices, old corrugated containers material and energy prices; reduced supply of raw materials, energy and transportation; cost savings and productivity initiatives; competitive pressures; and the other factors described under the section of the proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements.” The DS Smith Forecasts also reflect assumptions regarding certain business decisions that may change and are susceptible to changes in actual results, revised prospects for DS Smith’s business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the DS Smith Forecasts were prepared in October 2023. In addition, the DS Smith Forecasts may be affected by DS Smith’s ability to achieve proposed initiatives, objectives and targets over the applicable periods. As a result, there can be no assurance that the DS Smith Forecasts will be realized, and actual results may be materially better or worse than those contained in the DS Smith Forecasts. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further heightened given the length of time over which these assumptions apply. Any assumptions and projections in early periods, and any deviations therefrom as a result of the factors outlined above or other factors that may become applicable could have a compounding effect on the difference between the DS Smith Forecasts and actual results for those periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. The inclusion of this information should not be regarded as an indication that International Paper, DS Smith, BofA Securities, their respective representatives or any recipient of this information considered, or now considers, the DS Smith Forecasts to be material information of International Paper or DS Smith or necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such.

The DS Smith Forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Acquisition, including any potential synergies in connection therewith. Except to the extent required by applicable U.S. federal securities laws, neither International Paper nor DS Smith intends, and each expressly disclaims any responsibility, to update or otherwise revise the DS Smith Forecasts to reflect circumstances existing after the respective dates on which they were prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even if any or all of the assumptions underlying the DS Smith Forecasts are shown to be

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inaccurate. Neither International Paper nor DS Smith can give any assurance that, had the DS Smith Forecasts been prepared either as of the date of the Offer Announcement or the date of this proxy statement, similar estimates and assumptions would be used. The DS Smith Forecasts do not take into account all the possible financial and other effects on DS Smith of the Acquisition, the effect on DS Smith of any business or strategic decision or action that has been or will be taken as a result of the Offer Announcement having been made, or the effect of any business or strategic decisions or actions that would likely have been taken if the Offer Announcement had not been made, but which were instead altered, accelerated, postponed or not taken in anticipation of the Acquisition. Further, the DS Smith Forecasts do not take into account the effect on DS Smith of any possible failure of the Acquisition to occur.

The DS Smith Forecasts were not prepared with a view to comply with the published guidelines of the SEC regarding projections, forward-looking statements or pro forma financial information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, Rule 28 of the Takeover Code, U.S. GAAP (and do not include footnote disclosures as may be required by GAAP) or IFRS.

The DS Smith Forecasts have been prepared by, and are the responsibility of, DS Smith’s management. Neither International Paper’s independent registered public accounting firm nor DS Smith’s independent registered public accounting firm, nor any other independent accountants, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying DS Smith Forecasts, nor have they expressed any opinion or any other form of assurance with respect thereto and assume no responsibility for, and disclaim any association with, the DS Smith Forecasts. The reports of DS Smith’s independent registered public accounting firm and International Paper’s independent registered public accounting firm contained or incorporated by reference herein relate to DS Smith’s and International Paper’s historical financial information, respectively. Those reports do not extend to the DS Smith Forecasts and should not be read to do so.

The DS Smith Forecasts include non-IFRS financial measures. There are limitations inherent in non-IFRS financial measures because they exclude charges and credits that are required to be included in an IFRS presentation. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS or U.S. GAAP (as applicable), and non-IFRS financial measures in the DS Smith Forecasts may not be comparable to similarly titled amounts used by other companies or in other contexts. These non-IFRS measures are included in this proxy statement because such information was made available by DS Smith to International Paper, and subsequently by International Paper to the International Paper Board and BofA Securities, and used in connection with the process leading to the Offer Announcement, as described elsewhere in this proxy statement. No reconciliation of non-GAAP financial measures in the DS Smith Forecasts to GAAP measures was created or used in connection with preparing the DS Smith Forecasts and no such reconciliation of non-GAAP financial measures in the DS Smith Forecasts to GAAP measures was relied upon by International Paper, the International Paper Board, or BofA Securities, in connection with the process leading to the Offer Announcement.

None of DS Smith, International Paper nor any of their respective affiliates, directors, officers, advisors or other representatives has made or makes any representation to any International Paper Shareowner or other person regarding the ultimate performance of DS Smith or International Paper compared to the information contained in the DS Smith Forecasts, or any representation that the DS Smith Forecasts will be achieved.

In light of the foregoing factors and the uncertainties inherent in the DS Smith Forecasts, International Paper Shareowners are cautioned not to place undue reliance on the DS Smith Forecasts included in this proxy statement in making a decision regarding the Share Issuance Proposal, as the DS Smith Forecasts may be materially different than actual results.

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Certain Underlying Assumptions

The DS Smith Forecasts reflect numerous assumptions and estimates as to future events made by DS Smith management in October 2023 using information available at the time, including information from both public and non-public sources. Key assumptions to the DS Smith Forecasts include pricing outlooks for DS Smith products; volume; and costs of raw materials, in each case, which are primarily driven by macroeconomic conditions and supply and demand dynamics. In preparing the DS Smith Forecasts, DS Smith management applied, among other things, assumptions relating to the following inputs:

Sales. The projected sales reflected in the DS Smith Forecasts are based on expected pricing and volumes, as further described below.

Pricing. The DS Smith Forecasts reflect forecasts of future pricing trends in third-party, publicly available industry sources (which were not commissioned by either DS Smith or International Paper). DS Smith applied these third-party forecasts in pricing trends for each category of DS Smith’s domestic and export containerboard products, taking into account the phase-in of price changes, including due to contractual agreements at fixed prices, delayed implementation or other price adjustment mechanisms.

Volumes. The volume assumptions used in the DS Smith Forecasts reflect DS Smith’s historical volumes, adjusted using DS Smith management’s estimates of DS Smith’s capacity and downtimes for global corrugated packaging during periods in the DS Smith Forecasts after fiscal year 2024, forecasts of future industry-wide capacity growth and downtimes from third-party, publicly available industry sources (which were not commissioned by either DS Smith or International Paper).

DS Smith’s ability to achieve the sales reflected in the DS Smith Forecasts are subject to the factors that influence the pricing and volume for DS Smith’s business.

Prices for DS Smith’s products are driven by many factors, including macroeconomic conditions, demand for its products and competitive conditions in the industries that DS Smith serves, and DS Smith has little influence over the timing and extent of price changes. For example, the cyclical nature of the packaging industry has historically led to periods of overcapacity where, at times, supply significantly outpaces demand, thereby creating downward pressure on prices for containerboard. As a result, in some instances, there are stretches of excess capacity that lead to significant price cuts in containerboard and downtime. However, at other times, supply tends to lag behind demand causing tightened supply, leading to increased prices. In addition, many of DS Smith’s customer contracts include price adjustment provisions based upon published indices for containerboard that contribute to the setting of selling prices for some of DS Smith’s products. Changes in how these indices are determined or maintained, or other indices are established or maintained, could adversely impact the selling prices for these products.

Volumes tend to fluctuate due to macroeconomic conditions, supply and demand dynamics in the markets DS Smith serves, and due to company and customer specific issues. Demand for corrugated containers and containerboard is primarily driven by the need for (i) packaging products for the transportation of a diverse range of consumer and industrial goods, such as processed and fresh food, agricultural products, beverages, industrial and consumer electronics, chemicals and pharmaceuticals, and (ii) higher value added corrugated products such as those featuring enhanced graphics used for point of sale displays and consumer and shelf-ready packaging. In general, demand for corrugated containers and containerboard is directionally correlated with levels of industrial production, and is impacted by the trends affecting the choice of medium (paper, plastic, wood) used in the packaging of these products. Demand for packaging products has historically been closely correlated to general economic growth and activity. Increased levels of economic growth and activity typically result in higher per capita use of packaging materials, both with respect to transportation of goods and consumer presentation. In addition, consumer spending patterns and preferences play a significant role in demand for paper-based packaging. For example, there has been an acceleration in changing consumer preferences in recent years, particularly around e-commerce penetration and heightened awareness of the impact of packaging on the environment.

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Cost Inflation. DS Smith management applied assumptions regarding future inflation in each category of costs, including energy/chemicals, fibre, freight, labor/wage and other selling, general and administrative expenses, over the period covered by the DS Smith Forecasts, derived from third-party, publicly available macroeconomic indices and forecasts (which were not commissioned by DS Smith or International Paper) and internal estimates.

Productivity Improvements. The DS Smith Forecasts reflect DS Smith’s continued execution of cost savings initiatives and business systems transformation project, including the cost efficiencies resulting from such initiatives and investments beginning in fiscal year 2024.

To generate the estimates for all four fiscal years included in the DS Smith Forecasts, DS Smith management applied its assumptions, including the assumptions described above, to DS Smith’s historical results and metrics.

Leading up to the production of the DS Smith Forecasts and of its provision to International Paper, DS Smith management prepared various drafts of the DS Smith Forecasts. The DS Smith Forecasts were revised at various points during that period due to the passage of time, the availability of additional periods of DS Smith’s actual financial results and changes in market-based assumptions relating to pricing, volumes and the macroeconomic outlook.

Summary of the DS Smith Forecasts

The following is a summary of the DS Smith Forecasts.

II. Certain DS Smith Unaudited Prospective Financial Information prepared by International Paper

In connection with the Acquisition, International Paper’s management independently prepared the International Paper-DS Smith Forecasts. The International Paper-DS Smith Forecasts were not prepared with a view to public disclosure, but are included in this proxy statement because such information was provided by International Paper to the International Paper Board and BofA Securities, and used by International Paper in the process leading to the Offer Announcement being made. The International Paper-DS Smith Forecasts were provided by International Paper to the International Paper Board in connection with its evaluation of the Acquisition. The International Paper-DS Smith Forecasts were also provided by International Paper to BofA Securities and approved by International Paper for BofA Securities’ use and reliance of such forecasts in connection with its financial analyses and opinion to the International Paper Board (see the section of the proxy statement entitled “Opinion of BofA Securities”). The fiscal years for 2024 and 2025 of the International Paper-DS Smith Forecasts were also used by International Paper in connection with its evaluation of the Acquisition.

Certain Limitations on the International Paper-DS Smith Forecasts

The summary of the International Paper-DS Smith Forecasts is not included in this proxy statement in order to induce any International Paper Shareowner to vote in favor of the Share Issuance Proposal or any other matter,

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or to influence any person to make any investment decision with respect to the Share Issuance Proposal. The International Paper-DS Smith Forecasts should be evaluated, if at all, in conjunction with DS Smith’s historical financial statements and other information regarding DS Smith contained in this proxy statement, including those factors described below. The International Paper-DS Smith Forecasts may differ from published analyst estimates and forecasts.

Although a summary of the International Paper-DS Smith Forecasts is presented with numerical specificity, this information is not factual, reflects numerous estimates and assumptions that are inherently uncertain, may be beyond the control of DS Smith, contains forward-looking statements and should not be relied upon as being necessarily predictive of actual future results. Important factors that may affect actual results and cause the International Paper-DS Smith Forecasts not to be achieved include any inaccuracy of the underlying assumptions thereto (including, among others, those described below under “—Certain Underlying Assumptions”); developments related to pricing cycles and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials, energy and transportation; cost savings and productivity initiatives; competitive pressures; and the other factors described under the section of the proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements.” The International Paper-DS Smith Forecasts also reflect assumptions regarding certain business decisions that may change and are susceptible to changes in actual results, revised prospects for DS Smith’s business, the competitive environment and general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the International Paper-DS Smith Forecasts were prepared. In addition, the International Paper-DS Smith Forecasts may be affected by DS Smith’s ability to achieve proposed initiatives, objectives and targets over the applicable periods. As a result, there can be no assurance that the International Paper-DS Smith Forecasts will be realized, and actual results may be materially better or worse than those contained in the International Paper-DS Smith Forecasts. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further heightened given the length of time over which these assumptions apply. Any assumptions and projections in early periods, and any deviations therefrom as a result of the factors outlined above or other factors that may become applicable could have a compounding effect on the difference between the International Paper-DS Smith Forecasts and actual results for those periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. The inclusion of this information should not be regarded as an indication that International Paper, BofA Securities, their respective representatives or any recipient of this information considered, or now considers, the International Paper-DS Smith Forecasts to be material information of International Paper or DS Smith or necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such.

The International Paper-DS Smith Forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Acquisition, including any potential synergies, the Estimated Synergies or costs in connection therewith. Except to the extent required by applicable U.S. federal securities laws, International Paper does not intend, and expressly disclaims any responsibility, to update or otherwise revise the International Paper-DS Smith Forecasts to reflect circumstances existing after the respective dates on which they were prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even if any or all of the assumptions underlying the International Paper-DS Smith Forecasts are shown to be inaccurate. International Paper cannot give any assurance that, had the International Paper-DS Smith Forecasts been prepared as of the date of this proxy statement, similar estimates and assumptions would be used. The International Paper-DS Smith Forecasts do not take into account all possible financial and other effects of the Acquisition on DS Smith, the effect on DS Smith of any business or strategic decision or action that has been or will be taken as a result of the Offer Announcement, or the effect of any business or strategic decisions or actions that would likely have been taken if the Offer Announcement had not been made, but which were instead altered, accelerated, postponed or not taken

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in anticipation of the Acquisition. Further, the International Paper-DS Smith Forecasts do not take into account the effect on DS Smith of any possible failure of the Acquisition to occur.

The International Paper-DS Smith Forecasts were not prepared with a view to comply with the published guidelines of the SEC regarding projections, forward-looking statements or pro forma financial information, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, Rule 28 of the Takeover Code, U.S. GAAP or IFRS.

The International Paper-DS Smith Forecasts have been prepared by, and are the responsibility of, International Paper’s management. They have not been prepared or reviewed by DS Smith or its directors, management or advisors. Neither International Paper’s independent registered public accounting firm nor DS Smith’s independent registered public accounting firm, nor any other independent accountants, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying International Paper-DS Smith Forecasts, nor have they expressed any opinion or any other form of assurance with respect thereto and assume no responsibility for, and disclaim any association with, the International Paper-DS Smith Forecasts. The reports of DS Smith’s independent registered public accounting firm and International Paper’s independent registered public accounting firm contained or incorporated by reference herein relate to DS Smith’s and International Paper’s historical financial information, respectively. Those reports do not extend to the International Paper-DS Smith Forecasts and should not be read to do so.

The International Paper-DS Smith Forecasts include non-IFRS and non-GAAP financial measures. There are limitations inherent in non-IFRS and non-GAAP financial measures because they exclude charges and credits that are required to be included in an IFRS or a GAAP presentation. Non-IFRS and non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS or U.S. GAAP (as applicable), and non-IFRS and non-GAAP financial measures in the International Paper-DS Smith Forecasts may not be comparable to similarly titled amounts used by other companies or in other contexts. These non-IFRS and non-GAAP measures are included in this proxy statement because such information was made available by International Paper to the International Paper Board and BofA Securities, and used in the process leading to the Offer Announcement being made, as described elsewhere in this proxy statement. No reconciliation of non-IFRS or non-GAAP financial measures in the International Paper-DS Smith Forecasts to IFRS or U.S. GAAP (as applicable) measures was created or used in connection with preparing the International Paper-DS Smith Forecasts, and no such reconciliation of non-IFRS and non-GAAP financial measures in the International Paper-DS Smith Forecasts to IFRS or U.S. GAAP (as applicable) measures was relied upon by the International Paper Board, BofA Securities or International Paper, in connection with their respective evaluations of the Acquisition.

Neither International Paper nor any of its affiliates, directors, officers, advisors or other representatives have made or make any representation to any International Paper Shareowner or other person regarding the ultimate performance of DS Smith or International Paper compared to the information contained in the International Paper-DS Smith Forecasts, or any representation that the International Paper-DS Smith Forecasts will be achieved.

In light of the foregoing factors and the uncertainties inherent in the International Paper-DS Smith Forecasts, the International Paper Shareowners are cautioned not to place undue reliance on the International Paper-DS Smith Forecasts included in this proxy statement in making a decision regarding the Share Issuance Proposal, as the International Paper-DS Smith Forecasts may be materially different than actual results.

Certain Underlying Assumptions

The International Paper-DS Smith Forecasts reflect numerous assumptions and estimates as to future events made by International Paper management using information available at the time, including information from

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both public and non-public sources. Key assumptions to the International Paper-DS Smith Forecasts include pricing outlooks for DS Smith products; volume; and costs of raw materials, in each case which are primarily driven by macroeconomic conditions and supply and demand dynamics. In preparing the International Paper-DS Smith Forecasts, International Paper’s management applied, among other things, assumptions relating to the following inputs:

Sales. DS Smith’s ability to achieve the sales reflected in the International Paper-DS Smith Forecasts are subject to the factors that influence the pricing and volume for DS Smith’s business.

Prices for DS Smith’s products are driven by many factors, including macroeconomic conditions, demand for its products and competitive conditions in the industries that DS Smith serves, and DS Smith has little influence over the timing and extent of price changes. For example, the cyclical nature of the packaging industry has historically led to periods of overcapacity where, at times, supply significantly outpaces demand, thereby creating downward pressure on prices for containerboard. As a result, in some instances, there are stretches of excess capacity that lead to significant price cuts in containerboard and downtime. However, at other times, supply tends to lag behind demand causing tightened supply, leading to increased prices. In addition, many of DS Smith’s customer contracts include price adjustment provisions based upon published indices for containerboard that contribute to the setting of selling prices for some of DS Smith’s products. Changes in how these indices are determined or maintained, or other indices are established or maintained, could adversely impact the selling prices for these products.

Volumes tend to fluctuate due to macroeconomic conditions, supply and demand dynamics in the markets DS Smith serves, and due to company and customer specific issues. Demand for corrugated containers and containerboard is primarily driven by the need for (i) packaging products for the transportation of a diverse range of consumer and industrial goods, such as processed and fresh food, agricultural products, beverages, industrial and consumer electronics, chemicals and pharmaceuticals, and (ii) higher value added corrugated products such as those featuring enhanced graphics used for point of sale displays and consumer and shelf-ready packaging. In general, demand for corrugated containers and containerboard is directionally correlated with levels of industrial production, and is impacted by the trends affecting the choice of medium (paper, plastic, wood) used in the packaging of these products. Demand for packaging products has historically been closely correlated to general economic growth and activity. Increased levels of economic growth and activity typically result in higher per capita use of packaging materials, both with respect to transportation of goods and consumer presentation. In addition, consumer spending patterns and preferences play a significant role in demand for paper-based packaging. For example, there has been an acceleration in changing consumer preferences in recent years, particularly around e-commerce penetration and heightened awareness of the impact of packaging on the environment.

Cost Inflation. International Paper management applied assumptions regarding future inflation in each category of costs, including energy/chemicals, fibre, freight, labor/wage and other selling, general and administrative expenses, over the period covered by the International Paper-DS Smith Forecasts, derived from third-party, publicly available macroeconomic indices and forecasts (which were not commissioned by DS Smith or International Paper) and internal estimates.

Productivity Improvements. The International Paper-DS Smith Forecasts reflect DS Smith’s continued execution of cost savings initiatives to the extent they contribute to offsetting certain categories of cost inflation.

To generate the estimates for each of the fiscal years included in the International Paper-DS Smith Forecasts, International Paper management applied its own assumptions, including the assumptions described above, to DS Smith’s historical results and metrics.

Leading up to the production of the International Paper-DS Smith Forecasts and the approval by the International Paper Board of BofA Securities’ use and reliance of such forecasts in the preparation of its financial

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analysis and opinion to the International Paper Board, International Paper management prepared various drafts of the International Paper-DS Smith Forecasts. The International Paper-DS Smith Forecasts were revised at various points during that period due to the passage of time and the availability of additional periods of DS Smith’s actual financial results, transactions (or planned transactions) publicly announced by DS Smith during that period, and changes during that period in market-based assumptions relating to pricing, volumes and macroeconomic outlook. See the section of the proxy statement entitled “Background of the Acquisition.”

Summary of the International Paper-DS Smith Forecasts

The following is a summary of the International Paper-DS Smith Forecasts.

III. Certain International Paper Unaudited Prospective Financial Information

International Paper does not, as a matter of course, publicly disclose long-term projections or internal projections of its future financial performance, earnings, financial condition or other results due to, among other reasons, the uncertainty, inherent unpredictability and subjectivity of the underlying assumptions and estimates. The International Paper Forecasts were prepared by International Paper’s management in March 2024 in connection with the International Paper Board’s evaluation of strategic alternatives, including the continued execution of International Paper’s strategy as a standalone public company or the possible acquisition by International Paper of a third party, including pursuant to the Acquisition.

Certain Limitations on the International Paper Forecasts

The International Paper Forecasts were not prepared with a view to public disclosure, but are included in this proxy statement because such information was provided by International Paper to the International Paper Board and BofA Securities, and used by International Paper in the process leading to the Offer Announcement being made. The International Paper Forecasts were provided to the International Paper Board in connection with its evaluation of the Acquisition, and the International Paper Forecasts were provided to BofA Securities and approved by International Paper for BofA Securities’ use and reliance of such forecasts in connection with its financial analyses and opinion to the International Paper Board (see the section of the proxy statement entitled “Opinion of BofA Securities”).

The summary of the International Paper Forecasts is not included in this proxy statement in order to induce any International Paper Shareowner to vote in favor of the Share Issuance Proposal or any other matter, or to influence any person to make any investment decision with respect to the Share Issuance Proposal. The International Paper Forecasts should be evaluated, if at all, in conjunction with International Paper’s historical financial statements and other information regarding International Paper contained in or incorporated by reference into this proxy statement and the following factors. The International Paper Forecasts may differ from published analyst estimates and forecasts.

Furthermore, when the International Paper Forecasts were prepared:

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The International Paper Forecasts, other than the 2024 International Paper Forecasts, were not reported on by our financial advisor, BofA Securities, or reporting accountants under Rule 28 of the Takeover Code. The 2024 International Paper Forecasts were reported on by Deloitte LLP and BofA Securities as required by the Takeover Panel and in compliance with Rule 28 of the Takeover Code. The reports of Deloitte LLP and BofA Securities are contained in the Scheme Document published on or around the date of this proxy statement.

Notwithstanding the foregoing, in accordance with Rule 28.1(c)(i) of the Takeover Code, the directors of the International Paper Board confirm that the Adjusted EBITDA amounts of the International Paper Forecasts for fiscal years 2025 and 2026 (the “2025 and 2026 International Paper Adjusted EBITDA Forecasts”) remain valid each as a projected profit floor for the relevant financial period as of the date of this proxy statement.

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Although a summary of the International Paper Forecasts is presented with numerical specificity, this information is not factual, reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of International Paper and should not be relied upon as being necessarily predictive of actual future results. The International Paper Forecasts are forward-looking statements. Important factors that may affect actual results and cause the International Paper Forecasts not to be achieved include any inaccuracy of the assumptions underlying the International Paper Forecasts (including, among others, those described below under the section entitled “—Certain Underlying Assumptions”), developments related to pricing cycles and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials, energy and transportation; cost savings and productivity initiatives; competitive pressures; and the other factors described under the section of the proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements.” The International Paper Forecasts also reflect assumptions regarding certain business decisions that may change and are susceptible to changes in actual results, revised prospects for International Paper’s business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the International Paper Forecasts were prepared. In addition, the International Paper Forecasts may be affected by International Paper’s ability to achieve proposed initiatives, objectives and targets over the applicable periods. As a result, there can be no assurance that the International Paper Forecasts will be realized, and actual results may be materially better or worse than those contained in the International Paper Forecasts. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further heightened given the length of time over which these assumptions apply. Any assumptions and projections in early periods, and any deviations therefrom as a result of the factors outlined above or other factors that may become applicable, could have a compounding effect on the difference between the International Paper Forecasts and actual results for those periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. The inclusion of this information should not be regarded as an indication that International Paper, BofA Securities, their respective representatives or any recipient of this information considered, or now considers, the International Paper Forecasts to be material information of International Paper or necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such.

Neither International Paper nor any of its affiliates, directors, officers, advisors or other representatives has made or makes any representation to any International Paper Shareowner or other person regarding the ultimate performance of International Paper compared to the information contained in the International Paper Forecasts, or any representation that the International Paper Forecasts will be achieved.

In light of the foregoing factors and the uncertainties inherent in the International Paper Forecasts, the International Paper Shareowners are cautioned not to place undue reliance on the International Paper Forecasts included in this proxy statement in making a decision regarding the Share Issuance Proposal, as the International Paper Forecasts may be materially different than actual results.

Certain Underlying Assumptions

The International Paper Forecasts reflect numerous assumptions and estimates as to future events made by International Paper management using information available at the time, including information from both public and non-public sources. Key assumptions to the International Paper Forecasts include pricing outlooks for International Paper products; volume; and costs of raw materials, in each case which are primarily driven by macroeconomic conditions and supply and demand dynamics. In preparing the International Paper Forecasts, International Paper management applied, among other things, assumptions relating to the following inputs:

Sales. International Paper’s ability to achieve the sales reflected in the International Paper Forecasts are subject to the factors that influence the pricing and volume for International Paper’s business.

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Prices for International Paper’s products are driven by many factors, including macroeconomic conditions, demand for its products and competitive conditions in the industries that International Paper serves, and International Paper has little influence over the timing and extent of price changes. For example, the cyclical nature of the packaging industry has historically led to periods of overcapacity where, at times, supply significantly outpaces demand, thereby creating downward pressure on prices for containerboard. As a result, in some instances, there are stretches of excess capacity that lead to significant price cuts in containerboard and downtime. However, at other times, supply tends to lag behind demand causing tightened supply, leading to increased prices. In addition, many of International Paper’s customer contracts include price adjustment provisions based upon published indices for containerboard that contribute to the setting of selling prices for some of International Paper’s products. Changes in how these indices are determined or maintained, or other indices are established or maintained, could adversely impact the selling prices for these products.

Volumes tend to fluctuate due to macroeconomic conditions, supply and demand dynamics in the markets International Paper serves, and due to company and customer specific issues. Demand for corrugated containers and containerboard is primarily driven by the need for (i) packaging products for the transportation of a diverse range of consumer and industrial goods, such as processed and fresh food, agricultural products, beverages, industrial and consumer electronics, chemicals and pharmaceuticals, and (ii) higher value added corrugated products such as those featuring enhanced graphics used for point of sale displays and consumer and shelf-ready packaging. In general, demand for corrugated containers and containerboard is directionally correlated with levels of industrial production, and is impacted by the trends affecting the choice of medium (paper, plastic, wood) used in the packaging of these products. Demand for packaging products has historically been closely correlated to general economic growth and activity. Increased levels of economic growth and activity typically result in higher per capita use of packaging materials, both with respect to transportation of goods and consumer presentation. In addition, consumer spending patterns and preferences play a significant role in demand for paper-based packaging. For example, there has been an acceleration in changing consumer preferences in recent years, particularly around e-commerce penetration and heightened awareness of the impact of packaging on the environment. Demand for softwood pulp, including fluff pulp, is primarily driven by the need for (i) wood fibre-based tissue and towel products, (ii) absorbent hygiene products, such as diapers and absorbent pads, and (iii) printing and writing papers. In general, demand for softwood pulp, specifically for tissue and absorbent hygiene products, is directionally correlated with general economic growth and activity.

Cost Inflation. International Paper management applied assumptions regarding future inflation in each category of costs, including energy/chemicals, fibre, freight, labor/wage and other selling, general and administrative expenses, over the period covered by the International Paper Forecasts, derived from third-party, publicly available macroeconomic indices and forecasts (which were not commissioned by International Paper) and internal estimates.

Productivity Improvements. The International Paper Forecasts reflect International Paper’s continued execution of cost savings initiatives and forecasted cost efficiencies resulting from such initiatives and investments beginning in fiscal year 2024.

Impact of Announced Events. The International Paper Forecasts reflect the impact of the closures of International Paper’s containerboard mill in Orange, Texas, and two of its pulp machines – the #20 machine in Riegelwood, North Carolina, and the #4 machine in Pensacola, Florida.

To generate the estimates for each of the fiscal years included in the International Paper Forecasts, International Paper management applied its assumptions, including the assumptions described above, to International Paper’s historical results and metrics.

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Summary of International Paper Forecasts

The following is a summary of the International Paper Forecasts.