REG - International Paper - IP To Create Two Independent Public Companies

International Paper CoAnnouncement

Thu 12:15

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RNS Number : 8139Q  International Paper Company  29 January 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT INCLUDES DISCLOSURES PURSUANT TO THE REQUIREMENTS OF RULES
19.6(B) AND 19.6(C) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 January 2026

INTERNATIONAL PAPER TO CREATE TWO INDEPENDENT PUBLIC COMPANIES

Rule 19.6(b) update and Rule 19.6(c) confirmation with respect to

post-offer intention statements regarding DS Smith plc

Separation of North America and EMEA businesses

International Paper Company (NYSE: IP; LSE: IPC) ("International Paper", "IP"
or the "Company"), a leader in sustainable packaging solutions, today
announced its plan to create two independent, publicly traded companies:
International Paper will be comprised of its current business in North America
including both legacy IP and DS Smith plc ("DS Smith") assets, and the EMEA
Packaging business will be comprised of both legacy DS Smith and IP assets in
EMEA. The separation will create two leading sustainable packaging solutions
companies, each with focused management teams and business models, tailored
investment and capital allocation strategies, and compelling financial
profiles.

Further details on the separation can be found at
https://www.internationalpaper.com/newsroom
(https://www.internationalpaper.com/newsroom) .

Transaction details

The separation is expected to be structured as a spin-off of the combined EMEA
Packaging business to shareholders. International Paper intends to retain a
meaningful ownership stake in the new company. The new company is expected to
be listed on both the London Stock Exchange and the New York Stock Exchange.

The separation is expected to be completed in 12-15 months, subject to the
satisfaction of certain customary conditions, including final approval by the
IP Board of Directors as well as the filing and effectiveness of a
registration statement with the U.S. Securities and Exchange Commission and
the publication of a prospectus approved by the U.K. Financial Conduct
Authority. No assurance can be provided regarding the ultimate timing or
structure of the proposed separation or its eventual completion. Additional
details including capital structure and broader leadership team will be
announced at a later date.

UK Takeover Code - Rule 19.6 disclosures

International Paper acquired DS Smith pursuant to a scheme of arrangement
under Part 26 of the Companies Act 2006 which became effective on 31 January
2025.  In connection with this acquisition, International Paper announces
that, subject to the matters detailed above and below in this announcement
(together with those matters previously announced by International Paper on 23
May 2025, 21 August 2025 and 12 November 2025 pursuant to Rule 19.6(b) of the
Code), it has duly confirmed in writing to the Panel on Takeovers and Mergers
that, in accordance with Rule 19.6(c) of the Code, it has complied with its
post-offer intention statements regarding DS Smith made pursuant to Rules
2.7(c)(viii) and 24.2(a) of the Code, which were originally set out in its
announcement under Rule 2.7 of the Code dated 16 April 2024 and in the scheme
document published on 11 September 2024 (together, the "Offer Documentation").

The post-offer intention statements set out in the Offer Documentation
included statements that: International Paper intended to move quickly to
combine International Paper's and DS Smith's existing businesses; there would
be a combined group board led by the incumbent International Paper leadership
team; and DS Smith's North American manufacturing locations and International
Paper's European manufacturing locations would continue their respective
operations.

The proposed separation of International Paper's North American business and
the EMEA Packaging business as described in this announcement will mean that,
with effect from the completion of the separation: International Paper will be
comprised of its current business in North America including both legacy IP
and DS Smith assets; the EMEA Packaging business (which operates in 30
countries across EMEA) will be comprised of IP's current Packaging Solutions
EMEA business, operating as DS Smith, which includes the combination of legacy
DS Smith and IP assets; Andy Silvernail will continue to serve as Chairman and
CEO of International Paper, Lance Loeffler will remain Chief Financial
Officer, and Tom Hamic will remain Executive Vice President and President,
Packaging Solutions North America; Tim Nicholls will serve as Chief Executive
Officer of the new publicly traded EMEA Packaging company, and David Robbie is
expected to serve as the Chairman of the Board of Directors of the new
company.  As noted above, it is also expected that the holding company of the
EMEA Packaging business will be listed on both the London Stock Exchange and
the New York Stock Exchange.

The person responsible for arranging for the release of this announcement on
behalf of the Company is Joseph R. Saab, Senior Vice President, General
Counsel and Corporate Secretary.

About International Paper

International Paper (NYSE: IP; LSE: IPC) is dedicated to empowering customers,
teammates, and shareowners to thrive by delivering innovative, sustainable
packaging solutions for a changing world. As a trusted leader in corrugated
packaging, we collaborate with partners across industries to protect what
matters most - strengthening supply chains, advancing sustainability, and
creating lasting value for our stakeholders. Discover more at
internationalpaper.com.

For further information please contact:

Media: newsroom@ipaper.com

Investors: Mandi Gilliland; +1-901-419-4595; Michele Vargas, +1-901-419-7287

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