INTERNATIONAL PAPER CO /NEW/ : Entry right into a Materials Definitive Settlement, Regulation FD Disclosure, Monetary Statements and Displays (kind 8-Ok)

Merchandise 1.01. Entry right into a Materials Definitive Settlement.

On December 15, 2022, the Firm, performing by Worldwide Paper
Switzerland GmbH
(the “IP Shareholder”), delivered a proposal letter (the “Supply
Letter”) to Pulp Holding Luxembourg S.A.R.L and ILIM Holding Luxembourg S.A.R.L
(the “ILIM Shareholders”), pursuant to the ILIM Shareholders’ proper of first
refusal (the “ROFR”) underneath the shareholders’ settlement in respect of ILIM SA
(“ILIM”) entered into among the many Firm, the IP Shareholder, the ILIM
Shareholders, ILIM, Mr. Zakhar Smushkin, Mr. Mikhail Zingarevich, Mr. Boris
Zingarevich
and Mr. Leonid Eruhimovich on October 4, 2007 (as subsequently
amended and restated) (the “Shareholders Settlement”), whereby the IP Shareholder
supplied its 50% shareholding in ILIM to the ILIM Shareholders.

On January 19, 2023 and January 23, 2023, the ILIM Shareholders delivered an
preliminary acceptance discover and a further acceptance discover (the “Acceptance
Discover”), respectively, whereby the ILIM Shareholders exercised the ROFR
pursuant to the Shareholders Settlement with respect to the 50% shareholding in
ILIM held by the IP Shareholder. Because of this, topic solely to receipt of
regulatory approvals, the IP Shareholder is obligated to promote such shares to the
ILIM Shareholders and the ILIM Shareholders are obligated to buy from the
IP Shareholder such shares (the “Transaction”).

The mixture money consideration with respect to the Transaction is predicted to
be $484 million.

Within the Acceptance Discover, the ILIM Shareholders additionally indicated an curiosity to
buy all the Firm’s shares (constituting a 2.39% stake) in JSC Ilim
Group
for $24 million on phrases and situations to be agreed.

The foregoing abstract of the Transaction doesn’t purport to be full and is
certified in its entirety by reference to the textual content of the Supply Letter, a duplicate
of which will likely be filed as an exhibit to the Firm’s annual report on Kind 10-Ok
for the fiscal 12 months ended December 31, 2022.

Merchandise 7.01. Regulation FD Disclosure.

On January 24, 2023, the Firm issued a press launch asserting the
Transaction described above underneath Merchandise 1.01. A duplicate of the press launch is
hooked up hereto as Exhibit 99.1 and is included by reference into this Merchandise
7.01.

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Merchandise 9.01. Monetary Statements and Displays.


(d) Displays.

Exhibit
  No.       Description

99.1          Press launch of Worldwide Paper Firm dated January 24, 2023
            regarding the Transaction.

104         The duvet web page from this Present Report on Kind 8-Ok, formatted as
            Inline XBRL.

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