FORM OF UNITARY WARRANT FINAL TERMS The Final Terms relating to each issue of Unitary Warrants will contain (without limitation) such of the following information as is applicable in respect of such Unitary Warrants. All references to numbered conditions are to the terms and conditions of the Unitary Warrants set out in Schedule 3 of the Agency Agreement (as defined in the Unitary Warrant Conditions) and reproduced in the Base Prospectus and words and expressions defined in those terms and conditions shall have the same meaning in the applicable Unitary Warrant Final Terms.

MORGAN STANLEY PRODUCTS LIMITED (incorporated with limited liability in the Cayman Islands)

Guaranteed by

(incorporated in Delaware, U.S.A.)

Warrant Programme

The Warrants and the Guarantee have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state in the United States. The Issuer may offer, sell or deliver Warrants only (a) to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) reasonably believed by the Issuer to be qualified institutional buyers (each a QIB) as defined in Rule 144A under the Securities Act (Rule 144A) that are also “qualified purchasers” (QPs) within the meaning of Section 3(c)(7) (Section 3(c)(7)) and as defined in Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended (the 1940 Act) or (b) outside the United States to, or for the account or benefit of, a purchaser that is not a U.S. person in an offshore transaction in compliance with Regulation S under the Securities Act. Each purchaser of Warrants being offered to, or for the account or benefit of a U.S. person is hereby notified that the offer and sale of such Warrants is being made in reliance upon an exemption from the registration requirements of the Securities Act. The Warrants are eligible for purchase by Plans (as defined herein) subject to certain conditions. See “ERISA Considerations for Unitary Warrants” herein.

15,566 American Style Unitary Cash Settled Call Warrants due 31 July 2018 linked to MSCI Daily TR Net Emerging Markets USD Index

This document constitutes the Final Terms relating to the issue of Unitary Warrants described herein. This document constitutes final terms for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the Prospectus Directive).

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 22 September 2016 approved by the Central Bank of Ireland on 22 September 2016 (as supplemented from time to time, the Base Prospectus). These Final Terms contain the final terms of the Unitary Warrants and must be read in conjunction with such Base Prospectus in order to obtain full information on the Issuer and the Unitary Warrants themselves. Copies of such Base Prospectus are available free of charge to the public during normal business hours at the registered office of the Issuer and from the specified office of the Irish Agent or may be downloaded free of charge from http://www.ise.ie/Market-Data- Announcements/Debt/Individual-Debt-Instrument-Data/Dept-Security- Documents/?progID=121&FIELDSORT=docId.

Save as disclosed in “Offering and Sale”, so far as the Issuer is aware, no person involved in the offer of the Unitary Warrants has an interest material to the offer.

All purchasers of the Warrants must provide certain representations to the Dealer in the form of the Master Purchaser Certificate set out as the Appendix attached to the Unitary Warrant Conditions set out in the Base Prospectus.

References herein to numbered Conditions are to the Terms and Conditions of the Unitary Warrants and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms, save as where otherwise expressly provided.

Part A - Information about the Warrants

1.(a) The series number of the Warrants; I2570 1.(b) Whether or not the Warrants are to be consolidated No and form a single series with the warrants of an existing series; 2. Whether the Warrants are Share Warrants or Index Index Warrants relating to MSCI Daily TR Net Warrants or a Basket; Emerging Markets Philippines USD Index with the Bloomberg code NDEUPHF (the Index) 3. Launch Date; 1 July 2017 4. The Issue Date of the Warrants; 7 August 2017 5. Whether the Warrants are American Style American Style Warrants Warrants or European Style Warrants; 6. Whether the Warrants are Call Warrants or Put Call Warrants Warrants; 7. Whether the Warrants are Global Warrants or Global Warrants exchangeable into Definitive Definitive Warrants; Warrants in registered form in limited circumstances as set out in the Conditions 8.(a) If the Warrants are Index Warrants, whether the Outperformance Warrants Warrants are Outperformance Warrants or Market Access Warrants; 8.(b) If the Warrants are Outperformance Warrants, Not applicable whether Upfront Discount is applicable, and if so, Upfront Discount (as a percentage); 8.(c) If the Warrants are Outperformance Warrants, Not applicable whether Daily Accrual is applicable, and if so, the Daily Accrual Rate (as a percentage) (except where Rerate is also applicable, in which case, please see paragraph 8.(d)(i)); 8.(d) If the Warrants are Outperformance Warrants, and Not applicable Upfront Discount or Daily Accrual is applicable, the Commission Rate (as a percentage); 8.(d)(i) If the Warrants are Outperformance Warrants, Not applicable whether Daily Accrual and Rerate are applicable, and if so, the Daily Accrual Rate (as a percentage) in respect of the First Period; 8.(d)(ii) If the Warrants are Outperformance Warrants, Not applicable Daily Accrual and Rerate are applicable, the Rerate Date; 8.(d)(iii) If Rerate is applicable, Default Adjusted Rate (as Not applicable a percentage); 8.(e) If the Warrants are Outperformance Warrants, Not applicable whether Variable Daily Accrual is applicable, and if so, the Variable Daily Accrual Rate (as a percentage); 9. The number of Warrants being issued; 15,566 10.(a) The Issue Price per Warrant (which may be United States Dollars ("USD") 520.0790 subject to adjustment in accordance with Condition 17 or 18 in the case of Index Warrants and Share Warrants, respectively); 10.(b) Currency in which Warrants are to be denominated USD and traded; 11. The Strike Price per Warrant (which may be USD 0.00001 subject to adjustment in accordance with Condition 17 or 18 in the case of Index Warrants and Share Warrants, respectively); 12. The Relevant Jurisdiction of the Warrants; Not applicable 13.(a) If Warrantholder Break Fee is applicable, and if Applicable 0.50% Flat so, the Warrantholder Break Fee Rate and if the Warrantholder Break Fee Rate is Flat or Amortised; 13.(b) If Warrantholder Break Fee Rate is Amortised and Not applicable Day Count Fraction is applicable, the start date

and end date over which Day Count Fraction applies; 14. The Settlement Price per Warrant (which may be Not applicable subject to adjustment in accordance with Condition 17 or 18 in the case of Index Warrants and Share Warrants, respectively); (NB: This must be expressed as a monetary amount in respect of Index Warrants); 15. The Interim Payment Amount or the Basket Not Applicable Dividend Payment Amount (in the case of Basket Warrants); 16. The Applicable Cash Dividend Amount; As defined in Condition 19 17.(a) If the Warrants are Index Warrants, whether Not applicable Commissions applies and if so, the Commissions (as a percentage); 17.(b) If the Warrants are Index Warrants, whether Not applicable Outperformance is applicable, and if so, if Outperformance Average, Outperformance Initial or Outperformance Final is applicable and the Outperformance Rate (as a percentage); 18.(a) The Cash Settlement Amount per Warrant; As specified in Condition 3(b) 18.(b) Whether a Management Fee is applicable, and if Not applicable so the Management Fee Rate (as a percentage); 19.(a) The Settlement Date; As defined in Condition 19 19.(b) The Basket Dividend Payment Date; Not applicable 20.(a) If the Warrants are Index Warrants, the Index Not applicable Initial; 20.(b) If the Warrants are Index Warrants, the Index The Official Closing Level of the Index on the Final; Actual Exercise Date or the Expiration Date (as applicable)

20.(c) If the Warrants are Index Warrants, the Index Not applicable Average; 21. In the case of European Style Warrants, the Not applicable Exercise Date for the Warrants; 22. In the case of American Style Warrants, the From the fourth Business Day following the date Exercise Period in respect of the Warrants; of purchase of the Warrants up to and including 10:00 a.m. Brussels or Luxembourg time as appropriate, depending upon whether the Warrants are held through Euroclear or Clearstream, Luxembourg on the Expiration Date. 23. In the case of American Style Warrants, the 31 July 2018 Expiration Date for the Warrants; 24. In the case of American Style Warrants, whether Yes Automatic Exercise will apply; 25. The Share Amount which shall be applied to Not applicable ascertain the Cash Settlement Amount (as defined in Condition 19) for each Warrant (such Share Amount shall be subject to adjustment in accordance with Condition 18); 26. The applicable Business Day Centre(s) for the Hong Kong, London, New York and purposes of the definition of Business Day in Condition 19; 27. The Spot Exchange Rate for conversion of any As defined in Condition 19 amount into the relevant Settlement Currency for the purposes of determining the Cash Settlement Amount; 28. The Settlement Currency for the payment of the USD Cash Settlement Amount; 29. The Local Currency in respect of the Shares or the Not applicable currency equivalent thereof (if different); 30. Qualified Investor; As defined in Condition 19 31.(a) In the case of American Style Warrants, the One Warrant Minimum Exercise Number; 31.(b) In the case of American Style Warrants, the 15,566 Warrants Maximum Exercise Number; 32.(a) The Minimum Purchase Amount of the Warrants; 1,923 Warrants 32.(b) The Minimum Trading Amount of Warrants; One Warrant 33.(a) For the purposes of Condition 17 (Additional Exchange(s): Index Components Exchange Terms for Index Warrants), details of the Related Exchange(s): All Exchanges Exchange and Related Exchange (if any); 33.(b) For the purposes of Condition 17 (Additional MSCI Terms for Index Warrants), details of the relevant Sponsor; 34. For the purposes of Condition 18 (Additional Not applicable Terms for Share Warrants) details of the Exchange and Related Exchange (if any); 35. Whether Payment Disruption Event is applicable; Yes 36. Details of any certifications required in the Not applicable Exercise Notice; 37.(a) Whether the Warrants are Additional Warrants; No 37.(b) If the Warrants are Additional Warrants, whether Not applicable they are Fungible Additional Warrants or Non- Fungible Additional Warrants; 37.(c) If the Warrants are Non-Fungible Additional Not applicable Warrants, the Original Series; 38. The method of distribution of the Warrants Private placement (syndicated or non-syndicated) including, if any, Non-syndicated the names of any Dealers other than or in addition

to Morgan Stanley & Co. International plc (Additional Dealers); 39. Potential Section 871(m) transaction under the The Issuer believes the Warrants should not be U.S. Internal Revenue Code (Code). subject to withholding under Section 871(m) of the Code.

Responsibility Statement:

The Issuer accepts responsibility for the information contained in these Final Terms. The Guarantor accepts responsibility for the information contained in these Final Terms in relation to itself and the Guarantee. To the best of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained in the Base Prospectus, as completed by these Final Terms in relation to the Warrants, is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of the Guarantor (who has taken all reasonable care to ensure that such is the case), the information contained in the Base Prospectus, in relation to itself and the Guarantee, as completed by these Final Terms in relation to the Warrants, is in accordance with the facts and does not omit anything likely to affect the import of such information.

The information included in these Final Terms with regard to the underlying index (the Information) consists of extracts from or summaries of information in respect of the underlying assets that is publicly available from Bloomberg Financial Markets Information Service and is not necessarily the latest information available. The Issuer only confirms that the Information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the issuer, owner or sponsor, as the case may be, of such underlying assets, no facts have been omitted that would render the reproduced extracts or summaries inaccurate or misleading. The Issuer makes no representation that the Information, any other publicly available information or any other publicly available documents regarding the underlying assets to which the Warrants relate are accurate or complete. There can be no assurance that all events occurring prior to the date of these Final Terms that would affect the trading price of the underlying assets to which the Warrants relate (and therefore the trading price and value of the Warrants) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure or failure to disclose material future events concerning the underlying assets to which the Warrants relate could affect the trading price and value of the Warrants.

The Central Bank of Ireland has approved the Base Prospectus dated 22 September 2016 under Part 7 of the Prospectus (Directive 2003/71/EC) Regulations 2005 as amended (the Regulation) as having been drawn up in accordance with the Regulation and Commission Regulation (EC) No 809/2004 and has further approved the Base Prospectus Supplements dated 18 November 2016 and the Base Prospectus Supplement dated 19 January 2017.

The Issuer does not intend to provide any post-issuance information in relation to any assets and/or underlying in relation to any issue of Warrants constituting securities (as such term is used in the Commission Regulation (EC) No. 809/2004).

Signed on behalf of the Issuer:

By:......

Duly authorised PART B – Other Information

1 Listing and admission to trading

(i) Listing: Ireland

(ii) Admission to trading: The issue of Warrants is conditional upon the Irish Stock Exchange granting listing of the Warrants. Listing of the Warrants on the Irish Stock Exchange is expected to occur on 7 August 2017.

2 Rating

Ratings: The Unitary Warrants to be issued have not been rated.

3 Notification

The Central Bank has provided the competent authority(ies) of Ireland with a certificate of approval attesting that the Base Prospectus dated 22 September 2016, has been drawn up in accordance with the provisions of the Prospectus Directive and Commission Regulation (EC) No 809/2004 and has further approved the Base Prospectus Supplement dated 18 November 2016 and the Base Prospectus Supplement dated 19 January 2017.

4 Interests of natural and legal persons involved in the issue

Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Warrants has an interest material to the offer.

Reasons for the offer, estimated net proceeds and use of proceeds

(i) Reasons for the offer and use of proceeds: See “Use of Proceeds” in the Base Prospectus

(ii) Estimated net proceeds: Not applicable

(iii) Estimated total expenses: Not applicable

5 Details relating to the Underlying Asset(s)

(i) Underlying Asset(s): The Index

(ii) Sponsor of Underlying Asset: MSCI

(iii) ISIN/Security information code relating to NDEUPHF the Underlying Asset(s):

(iv) Description of Underlying Asset(s): Not applicable

(v) Details of where information about the past Bloomberg Financial Markets Information Services and the further performance on the Underlying Asset(s) and its volatility can be obtained:

6 Operational information

(i) ISIN: US61766D2716 (ii) Common Code: 166244463

(iii) Any clearing system(s) other than Euroclear Not Applicable Bank S.A./N.V. and Clearstream Banking S.A. and the relevant identification number(s):

7 Additional Disclosure relating to the Index

(i) Index disclaimer: Not applicable

(ii) Dividend treatment: As determined by the Calculation Agent taking into the account any methodology (if applicable) published by the Sponsor.

(iii) Index performance for the previous three Relevant Period Highest Closing Lowest Closing years: Level (USD) Level (USD)

2014 529.505 398.826 2015 580.316 459.113 2016 564.449 410.289 2017, January 486.198 447.636 2017, February 477.991 467.654 2017, March 479.359 464.763 2017, April 509.308 475.085 2017, May 524.208 502.072 2017, June 530.274 503.506 2017, July (up to 522.253 505.048 and including the Launch Date)

(iv) Index constituents and weights: Index constituents and weights of each constituent as at 31 July 2017:

Index Constituent Bloomberg Weighting Code INC ALI PM 10.85% SM PRIME HOLDINGS INC SMPH PM 10.61% BANCO DE ORO UNIBANK INC BDO PM 8.68% JG SUMMIT HOLDINGS INC JGS PM 8.00% AC PM 7.54% SM INVESTMENTS CORPORATION SM PM 6.82% AEV PM 5.26% URC PM 4.98% CORPORATION PLDT TEL PM 4.97% GT CAPITAL HOLDINGS GTCAP PM 3.71% JOLLIBEE FOODS CORPORATION JFC PM 3.40%a METRO PACIFIC INVESTMENT MPI PM 3.38% BANK OF PHIL ISLANDS BPI PM 2.89% GLO PM 2.47% DMCI HOLDINGS DMC PM 2.25% GROUP AGI PM 2.07% AP PM 2.01% ENERGY DEVELOPMENT EDC PM 1.96% CORPORATION METROPOLITAN BANK &TRUST MBT PM 1.94% MEG PM 1.90% ICTSI INTL CONTAINER ICT PM 1.90% ROBINSONS LAND CORPORATION RLC PM 1.48% CORPORATION SECB PM 0.93%

(v) Closing level of the Index on the Launch USD 520.079 Date: (vi) Information relating to the index The following information is to be included in relation to constituents accounting for a majority of the each such constituent. index, on a weighted basis: (A) AYALA LAND INC (i) AYALA LAND INC is incorporated in Philippines. (ii) The registered office of AYALA LAND INC is at 30/F Tower One Ayala Triangle, Ayala Avenue, City 1226, Philippines. (iii) AYALA LAND INC develops and invests in real estate properties. AYALA LAND INC also operates hotels and provides property management services. (iv) The market capitalisation of AYALA LAND INC as at the Launch Date was PHP 618.448 billion (v) Historical price information for the previous 3 years: The table below shows the range of prices for the Shares of AYALA LAND INC as quoted on Philippine Stock Exchange for the periods specified.

Relevant Period High Price Low Price (PHP) (PHP)

2014 First Quarter 30.50 24.70 Second Quarter 33.30 29.10 Third Quarter 35.30 30.05 Fourth Quarter 35.70 31.30

2015 First Quarter 38.85 33.50 Second Quarter 41.40 36.50 Third Quarter 39.30 32.40 Fourth Quarter 37.60 32.80

2016 First Quarter 37.85 27.20 Second Quarter 40.60 33.55 Third Quarter 42.15 36.65 Fourth Quarter 39.75 30.05

2017 2017, January 36.50 31.25 2017, February 37.95 34.80 2017, March 36.60 33.05 2017, April 36.20 33.15 2017, May 40.95 35.25 2017, June 42.40 38.45 2017, July (up to and including 44.60 39.10 Launch Date

(vi) The closing price of AYALA LAND INC as at the Launch Date was PHP 42.00 (vii) Historical dividend information for the previous 3 years:

Relevant Ex-Date Payable Date Gross Type Amount (PHP) 4 March 2014 21 March 2014 0.20711082 Regular Cash 8 September 26 September 0.20687187 Regular 2014 2014 Cash 3 March 2015 20 March 2015 0.2075 Regular Cash 27 August 2015 16 September 0.2075 Regular 2015 Cash 8 March 2016 23 March 2016 0.238 Regular Cash 30 August 2016 16 September 0.238 Regular 2016 Cash 1 March 2017 22 March 2017 0.24 Regular Cash

(B) SM PRIME HOLDINGS INC (i) SM PRIME HOLDINGS INC is incorporated in Philippines. (ii) The registered office of SM PRIME HOLDINGS INC is at SM corporate Offices Building, A 1000 JW Diokno Boulevard, Pasay City 1300, Philippines. (iii) SM PRIME HOLDINGS INC develops and owns shopping malls. (iv) The market capitalisation of SM PRIME HOLDINGS INC as at the Launch Date was PHP 1.008 trillion. (v) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of SM PRIME HOLDINGS INC as quoted on Philippine Stock Exchange for the periods specified.

Relevant Period High Price Low Price (PHP) (PHP)

2014 First Quarter 15.52 14.10 Second Quarter 17.20 14.56 Third Quarter 18.38 15.05 Fourth Quarter 18.00 15.72

2015 First Quarter 20.60 16.70 Second Quarter 21.35 18.40 Third Quarter 22.50 18.10 Fourth Quarter 23.20 19.90

2016 First Quarter 22.80 18.70 Second Quarter 28.40 21.05 Third Quarter 31.00 26.50 Fourth Quarter 29.35 24.50

2017 2017, January 31.50 27.40 2017, February 30.85 28.70 2017, March 29.80 27.90 2017, April 31.00 28.20 2017, May 33.95 29.65 2017, June 35.20 32.15 2017, July (up to and 35.10 32.70 including Launch Date

(i) The closing price of SM PRIME HOLDINGS INC as at the Launch Date was PHP 34.90 (ii) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (PHP) 12 May 2014 10 June 2014 0.19 Regular Cash 11 May 2015 9 June 2015 0.21 Regular Cash 26 April 2016 12 May 2016 0.23 Regular Cash

(C) BANCO DE ORO UNIBANK INC. (i) BANCO DE ORO UNIBANK INC is incorporated in Philippines. (ii) The registered office of BANCO DE ORO UNIBANK INC is at 7899 Makati Avenue, Makati City 0726, Philippines. (iii) BANCO DE ORO UNIBANK INC. is a full service . BANCO DE ORO UNIBANK INC accepts deposits in local and foreign currencies as well as offers loans and discounts, trade financing, foreign exchange and securities dealing, trust and investment services, cash management services, investment banking and insurance products. (i) The market capitalisation of BANCO DE ORO UNIBANK INC as at the Launch Date was PHP 549.880 billion. (ii) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of BANCO DE ORO UNIBANK INC as quoted on Philippine Stock Exchange for the periods specified.

Relevant Period High Price Low Price (PHP) (PHP)

2014 First Quarter 81.4581 65.9309 Second Quarter 89.3411 80.7414 Third Quarter 94.9787 84.1335 Fourth Quarter 109.0248 88.8634

2015 First Quarter 118.8667 100.3296 Second Quarter 118.4845 100.8074 Third Quarter 105.1072 86.4746 Fourth Quarter 104.1517 93.5454

2016 First Quarter 102.2406 88.9111 Second Quarter 111.4136 92.6854 Third Quarter 114.1846 98.7052 Fourth Quarter 110.6492 98.8008

2017 2017, January 115.50 105.1072 2017, February 119.20 108.50 2017, March 127.50 115.10 2017, April 123.50 116.00 2017, May 124.80 118.80 2017, June 125.00 118.80 2017, July (up to and 125.90 120.00 including Launch Date

(iii) The closing price of BANCO DE ORO UNIBANK INC as at the Launch Date was PHP 125.90 (iv) Historical dividend information for the previous 3 years:

Relevant Ex-Date Payable Date Gross Type Amount (PHP) 21 February 2014 24 March 2014 0.286656 Regular cash 6 June 2014 27 June 2014 0.286656 Regular cash 26 June 2014 25 July 2014 0.859968 Special Cash 8 September 26 September 0.286656 Regular cash 2014 2014 4 December 2014 29 December 0.286656 Regular cash 2014 13 April 2015 24 April 2015 0.286656 Regular cash 8 June 2015 26 June 2015 0.286656 Regular cash 9 July 2015 31 July 2015 0.859968 Special Cash 7 September 25 September 0.286656 Regular cash 2015 2015 7 December 2015 28 December 0.286656 Regular cash 2015 9 March 2016 28 March 2016 0.286656 Regular cash 10 June 2016 27 June 2016 0.286656 Regular cash 12 September 26 September 0.286656 Regular cash 2016 2016 14 December 29 December 0.286656 Regular cash 2016 2016

(D) JG SUMMIT HOLDINGS INC. (vi) JG SUMMIT HOLDINGS INC. is incorporated in Philippines. (vii) The registered office of JG SUMMIT HOLDINGS INC. is 43/F Robinsons- Equitable Tower, ADB Avenue Corner, Poveda Road, Pasig City 1600, Philippines. (viii) JG SUMMIT HOLDINGS INC. operates in the consumer foods, argo-industrial and commodity food products and textiles industries. JG SUMMIT HOLDINGS INC. also invests in real estate, manages hotel and provides apartment management services. In additions JG SUMMIT HOLDINGS INC. provides banking and and invests in telecommunications, petrochemicals and air transportation businesses. (iv) The market capitalisation of JG SUMMIT HOLDINGS INC. as at the Launch Date was PHP 569.446 billion. (v) Historical price information for the previous 3 years: The table below shows the range of prices for the Shares of JG SUMMIT HOLDINGS INC. as quoted on Philippine Stock Exchange for the periods specified.

Relevant Period High Price Low Price (PHP) (PHP)

2014 First Quarter 51.50 37.40 Second Quarter 53.05 46.60 Third Quarter 59.80 49.55 Fourth Quarter 68.90 53.90

2015 First Quarter 72.50 61.85 Second Quarter 76.00 62.80 Third Quarter 74.90 61.00 Fourth Quarter 76.00 66.60

2016 First Quarter 83.00 56.90 Second Quarter 95.25 77.00 Third Quarter 87.65 72.40 Fourth Quarter 79.90 64.50

2017 2017, January 78.00 67.65 2017, February 78.00 71.55 2017, March 83.50 74.00 2017, April 85.00 77.00 2017, May 87.15 78.90 2017, June 84.30 78.00 2017, July (up to and 82.10 76.50 including Launch Date

(i) The closing price of JG SUMMIT HOLDINGS INC. as at the Launch Date was PHP 79.50 (ii) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (PHP) 14 July 2014 12 August 2014 0.20 Regular Cash 22 June 2015 21 July 2015 0.22 Regular Cash 24 June 2016 25 July 2016 0.25 Regular Cash 12 July 2017 10 August 2017 0.23 Regular Cash 12 July 2017 10 August 2017 0.5 Special Cash

(E) AYALA CORPORATION (i) AYALA CORPORATION is incorporated in Philippines. (ii) The registered office of AYALA CORPORATION is at 34/F Tower One Ayala Triangle, Ayala Avenue, Makati City 1226, Philippines. (iii) AYALA CORPORATION, through its subsidiaries, develops real estate properties. AYALA CORPORATION also provides financial services, insurance and information technology and telecommunications services. In addition, AYALA CORPORATION manufactures and sells passenger cars as well as having operations in the food and agriculture industries. (iv) The market capitalisation of AYALA CORPORATION as at the Launch Date was PHP 537.330 billion. (v) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of AYALA CORPORATION as quoted on Philippine Stock Exchange for the periods specified.

Relevant Period High Price Low Price (PHP) (PHP)

2014 First Quarter 582.50 508.00 Second Quarter 660.00 575.00 Third Quarter 747.00 640.00 Fourth Quarter 735.00 648.50

2015 First Quarter 800.00 692.50 Second Quarter 823.50 736.00 Third Quarter 800.00 695.00 Fourth Quarter 793.50 721.00

2016 First Quarter 765.00 600.00 Second Quarter 870.50 723.00 Third Quarter 908.00 833.00 Fourth Quarter 880.50 670.00

2017 2017, January 837.00 722.50 2017, February 818.00 776.50 2017, March 850.00 784.00 2017, April 890.00 840.00 2017, May 893.50 855.00 2017, June 899.00 837.00 2017, July (up to and 902.00 841.00 including Launch Date

(i) The closing price of AYALA CORPORATION as at the Launch Date was PHP 865.00 (ii) Historical dividend information for the previous 3 years:

Relevant Ex-Date Payable Date Gross Type Amount (PHP) 7 July 2014 25 July 2014 2.40 Regular Cash 15 December 2014 3 January 2015 2.40 Regular Cash 6 July 2015 24 July 2015 2.88 Regular Cash 14 December 2015 2 January 2016 2.88 Regular Cash 6 July 2016 24 July 2016 2.88 Regular Cash 13 December 2016 1 January 2017 2.88 Regular Cash

(F) SM INVESTMENTS CORPORATION (i) SM INVESTMENTS CORPORATION is incorporated in Philippines. (ii) The registered office of SM INVESTMENTS CORPORATION is at OneE-Com Center Harbor Drive, Mall of Asia complex CBP-1A, Pasay City 1300, Philippines. (iii) SM INVESTMENTS CORPORATION is an investment holding company. SM INVESTMENTS CORPORATION operates retail business, banking services, real estate and property development. (iv) The market capitalisation of SM INVESTMENTS CORPORATION as at the Launch Date was PHP 972.098 billion. (v) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of SM INVESTMENTS CORPORATION as quoted on Philippine Stock Exchange for the periods specified.

Relevant Period High Price Low Price (PHP) (PHP)

2014 First Quarter 485.3333 453.3333 Second Quarter 556.3333 46.6667 Third Quarter 553.00 512.3333 Fourth Quarter 547.3333 500.6667

2015 First Quarter 622.6667 545.3333 Second Quarter 649.3333 570.00 Third Quarter 622.00 634.00 Fourth Quarter 604.6667 535.6667

2016 First Quarter 670.6667 485.3333 Second Quarter 677.3333 602.6667 Third Quarter 722.00 646.6667 Fourth Quarter 703.00 602.00

2017 2017, January 710.00 635.00 2017, February 701.00 656.00 2017, March 698.00 599.00 2017, April 755.00 694.00 2017, May 800.00 735.00 2017, June 809.50 767.50 2017, July (up to and 807.50 782.00 including Launch Date

(vi) The closing price of SM INVESTMENTS CORPORATION as at the Launch Date was PHP 807.00 (vii) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (PHP) 27 May 2014 26 June 2014 6.893333 Regular Cash 11 May 2015 9 June 2015 7.073333 Regular Cash 6 May 2016 26 May 2016 7.086667 Regular Cash 29 July 2016 18 August 2016 50% Stock dividends

8 Authorisation

The Issuer has obtained all necessary consents, approvals and authorisations in the Cayman Islands in connection with the establishment and the updates of the Programme and the issue of the Warrants. The establishment of the Programme and the issue of the Warrants pursuant to this Base Prospectus dated 22 September 2016 was authorised by resolutions of the board of directors of the Issuer passed on 21 September 2016

The Guarantor has obtained all necessary consents, approvals, and authorisations in connection with the execution, delivery and performance of the Guarantee. 9 Summary

(iv) Issue specific summary: The summary for this series of Warrants is annexed to these Final Terms.

SUMMARY This section comprises a summary in the format, and with the content, required by Article 5(2) of the Prospectus Directive. Summaries are made up of disclosure requirements known as elements (Elements). These Elements are set out in Sections A to E below (and numbered A.1 to E.7). This summary contains all the Elements required for a summary for the type of securities offered under this Base Prospectus and the type of issuer. Because some Elements are not required, there are gaps in the numbering sequence of the Elements. Even though an Element may need to be inserted in the summary because of the type of securities and the type of issuer, it is possible that no relevant information can be given regarding the Element, in which case the Element shall be described as “not applicable”.

Section A – Introduction and warnings A.1 This summary must be read as an introduction to this Base Prospectus. Any decision to invest in the Warrants should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference. Where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of Member States, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid investors when considering whether to invest in the Warrants. A.2 Consent by the Issuer will be required for the use of this Base Prospectus in relation to any subsequent resale or final placement of the Warrants by any financial intermediary. Any consent (if given) by the Issuer shall indicate: (a) the offer period within which any subsequent resale or final placement of the Warrants by such financial intermediary can be made and for which consent to the use of the Base Prospectus is given; and (b) any other conditions which are relevant for the use of the Base Prospectus. Information on the terms and conditions of the offer of the Warrants by the Issuer is to be provided at the time of the offer by the Issuer. Section B – Issuer and Guarantor Issuer

B.1 The legal and Morgan Stanley Asia Products Limited. commercial name of the Issuer B.2 The domicile and The Issuer is an exempted company incorporated with limited liability in the Cayman Islands legal form of the pursuant to the Companies Law (2004 Revision) of the Cayman Islands (as amended from

Issuer, the time to time). legislation under The Issuer is domiciled in the Cayman Islands. which the Issuer operates and its

country of incorporation

B.4b A description of The business of the Guarantor (the ultimate holding company of the Issuer) in the past has any known trends been, and in the future may continue to be, materially affected by many factors, including: affecting the the effect of economic and political conditions and geopolitical events; sovereign risk; the

Issuer and the effect of market conditions, particularly in the global equity, fixed income, currency, credit industries in and commodities markets, including corporate and mortgage (commercial and residential) which it operates lending and commercial real estate markets and energy markets; the impact of current, pending and future legislation (including the Dodd-Frank Wall Street Reform and Consumer

Protection Act (the Dodd-Frank Act)), regulation (including capital, leverage, funding and liquidity requirements), policies (including fiscal and monetary), and legal and regulatory actions in the United States of America (U.S.) and worldwide; the level and volatility of equity, fixed income and commodity prices (including oil prices), interest rates, currency

values and other market indices; the availability and cost of both credit and capital as well as

the credit ratings assigned to the Guarantor’s unsecured short-term and long-term debt; investor, consumer and business sentiment and confidence in the financial markets; the performance and results of the Guarantor’s acquisitions, divestitures, joint ventures, strategic alliances or other strategic arrangements; the Guarantor’s reputation and the general perception of the financial services industry; inflation, natural disasters, pandemics and acts of war or terrorism; the actions and initiatives of current and potential competitors as well as governments, regulators and self-regulatory organizations; the effectiveness of the Guarantor’s risk management policies; technological changes instituted by the Guarantor, its competitors or counterparties and technological risks, including cybersecurity, business continuity and related operational risks); the Guarantor’s ability to provide innovative products and services and execute its strategic objectives; or a combination of these or other factors. In addition, legislative, legal and regulatory developments related to the Guarantor’s businesses are likely to increase costs, thereby affecting results of operations. B.5 Description of the The Issuer has no subsidiaries. It is wholly owned by Morgan Stanley Asia Securities Products Group and the LLC, which is itself a subsidiary of the Guarantor. The Guarantor, a financial holding Issuer’s position company, is a global financial services firm that maintains significant market positions in each within the Group of its business segments – Institutional Securities, Wealth Management and Investment Management. The Guarantor, through its subsidiaries and affiliates (together with the Guarantor, the Group), provides a wide variety of products and services to a large and

diversified group of clients and customers, including corporations, governments, financial institutions and individuals.

B.9 Profit forecast or Not Applicable; the Issuer has chosen not to include a profit forecast or estimate. estimate

B.10 Qualifications in Not Applicable; the auditors’ report contains no such qualifications in respect of the audited the auditors’ reports and financial statements of the Issuer for the years ended 31 December 2015 and 2014. report on the

Issuer’s historical financial information

B.12 Selected financial The selected financial information set out below has been extracted without material adjustment information from the interim report for the half year ended 30 June 2016 and the audited reports and financial statements of the Issuer for the year ended 31 December 2015. relating to the Issuer

Balance Sheet (in U.S.$ ‘000) 31 Dec 2014 31 Dec 2015 30 June 2016 Total assets 10,987,562 6,524,965 3,477,699

Total liabilities and equity 10,987,562 6,524,965 3,477,699

Condensed statement of Six months comprehensive income 31 Dec 31 Dec ended 30 June (in U.S.$ ‘000) 2014 2015 2015 2016

Net gains/ (losses) on financial (5,004) 871 (5,689) 418 instruments classified as held for trading Net gains/ (losses) on financial 5,004 (871) 5,689 (418) instruments designated at fair value through profit or loss Income (net of tax) - - - -

There has been no significant change in the financial or trading position of the Issuer since 30 June 2016, the date of the latest published interim unaudited financial statements of the Issuer and no material adverse change in the prospects of the Issuer since 31 December 2015, the date of the latest published annual audited financial statements of the Issuer.

B.13 Recent material Not Applicable. The Issuer considers that no event particular to itself and which is to a events particular material extent relevant to the evaluation of its solvency has taken place since the publication to the Issuer of its last annual financial statements.

B.14 Extent to which See Element B.5 for information about the Issuer’s position in the Group. the Issuer is The Warrants issued by the Issuer are guaranteed by the Guarantor. The Arranger and Dealer, dependent on which is also an affiliate of the Issuer, arranges and distributes the Warrants that are issued by other entities the Issuer. The Issuer is also reliant on the Guarantor or other members of the Group for the within the Group purposes of entering into hedging transactions to hedge exposures under the Warrants it issues.

B.15 Principal The Issuer’s business consists of the issuance of financial instruments, with a primary focus on activities of the the Asia markets, and the hedging of obligations relating thereto. Issuer B.16 Extent to which The Issuer is wholly owned by Morgan Stanley Asia Securities Products LLC. It is indirectly

the Issuer is owned or controlled by the Guarantor through a number of subsidiaries. directly or

indirectly owned or controlled

B.18 Description and The Guarantor will absolutely, unconditionally and irrevocably guarantee the Issuer’s payment scope of the obligations under each series of Warrants pursuant to a guarantee dated 22 September 2016 (the

Guarantee Guarantee).

B.19 Section B The following items B.1 to B.16 shall relate to the Guarantor as if it were the Issuer: information about the Guarantor

Guarantor

B.1 The legal and Morgan Stanley. commercial name of the Guarantor

B.2 The domicile and The Guarantor was incorporated under the laws of the State of Delaware. As a financial legal form of the holding company, it is regulated by the Board of Governors of the Federal Reserve System Guarantor, the (the Federal Reserve) under the Bank Holding Company Act of 1956, as amended (the BHC legislation under Act). As a major financial services firm that operates through its subsidiaries and affiliates, the which the Guarantor is subject to extensive regulation by U.S. federal and state regulatory agencies and Guarantor securities exchanges and by regulators and exchanges in each of the major markets where it operates and its conducts its business. The Guarantor has its registered office at The Corporation Trust Center, country of 1209 Orange Street, Wilmington, Delaware 19801, U.S.A., and its principal executive office at incorporation 1585 Broadway, New York, New York 10036, U.S.A. The Guarantor conducts its business from its headquarters in and around New York City, its regional offices and branches throughout the United States and its principal offices in London, Tokyo, Hong Kong and other world financial centres. B.4b A description of See B.4b in relation to the Issuer above. any known trends affecting the Guarantor and the industries in which it operates

B.5 Description of the The Guarantor, a financial holding company, is a global financial services firm that maintains Group and the significant market positions in each of its business segments – Institutional Securities, Wealth Guarantor’s Management and Investment Management. The Guarantor, through its subsidiaries and position within affiliates, provides a wide variety of products and services to a large and diversified group of the Group clients and customers, including corporations, governments, financial institutions and individuals. The Guarantor is the parent and financial holding company of the companies in the Group.

B.9 Profit forecast or Not Applicable; the Guarantor has chosen not to include a profit forecast or estimate. estimate

B.10 Qualifications in Not Applicable. The auditors’ report contains no such qualifications in respect of the audited

the auditors’ reports and financial statements of the Guarantor for the years ended 31 December 2015 and report on the 2014. Issuer’s historical financial information B.12 Selected financial The selected financial information set out below has been extracted without material information adjustment from interim report for the half year ended 30 June 2016 and the audited reports relating to the and financial statements of the Guarantor for the year ended 31 December 2015. Guarantor

Consolidated Balance Sheet At 31 Dec 2014 At 31 Dec 2015 At 30 June 2016 (U.S.$ in millions) Total assets 801,510 787,465 828,873 Total liabilities and equity 801,510 787,465 828,873

Consolidated Income Six months Statement 2014 2015 ended 30 June (U.S.$ in millions) 2015 2016 Net revenues 34,275 35,155 19,650 16,701 Income from continuing 3,591 8,495 5,582 4,221 operations before income taxes Net income 3,667 6,279 4,294 2,803

There has been no material adverse change in the prospects of the Guarantor since 31 December 2015, the date of the latest published annual audited financial statements of the Guarantor, nor any significant change in the financial or trading position of the Guarantor since 30 June 2016, the date of the latest published interim unaudited financial statements of the Guarantor.

B.13 Recent material Not Applicable. The Guarantor considers that no event particular to itself and which is to a events particular material extent relevant to the evaluation of its solvency has taken place since the publication to the Guarantor of its last annual financial statements. B.14 Extent to which The Guarantor is a holding company for a number of subsidiary companies (directly or the Guarantor is indirectly) and is dependent on their performance. dependent on other entities within the Group

B.15 Principal The Guarantor, a financial holding company, is a global financial services firm that maintains

activities of the significant market positions in each of its business segments – Institutional Securities, Wealth Guarantor Management and Investment Management. A summary of the activities of each of the

Guarantor’s business segments is as follows:

• Institutional Securities provides investment banking, sales and trading and other services

to corporations, governments, financial institutions, and high-to-ultra high net worth

clients. Investment banking services comprise capital raising and financial advisory

services, including services relating to the underwriting of debt, equity and other securities as well as advice on mergers and acquisitions, restructurings, real estate and project

finance. Sales and trading services include sales, financing and market-making activities in equity securities and fixed income products, including foreign exchange and commodities,

as well as prime brokerage services. Other services include corporate lending activities and credit products, investments and research.

• Wealth Management provides a comprehensive array of financial services and solutions to

individual investors and small-to-medium sized businesses and institutions covering

brokerage and investment advisory services, market-making activities in fixed income securities, financial and wealth planning services, annuity and insurance products, credit and other lending products, banking and retirement plan services. • Investment Management provides a broad range of investment strategies and products that

span geographies, asset classes, and public and private markets, to a diverse group of clients across institutional and intermediary channels. Strategies and products comprise equity, fixed income, liquidity and alternative / other products. Institutional clients include defined benefit/defined contribution , foundations, endowments, government entities, sovereign wealth funds, insurance companies, third-party fund sponsors and corporations. Individual clients are serviced through intermediaries, including affiliated and non-affiliated distributors. B.16 Extent to which The Guarantor is a publicly traded company with a principal listing of its ordinary shares on

the Guarantor is the New York Stock Exchange. directly or As of 21 March 2016, the following entities beneficially own more than 5% of the Guarantor’s indirectly owned common stock: Mitsubishi UFJ Financial Group, Inc. (22.4% holding); State Street (7.1% or controlled holding); T. Rowe Price Associates, Inc. (6.7% holding); BlackRock, Inc (5.3% holding). The percentage holdings are based on the number of common shares as of 21 March 2016. Section C – Securities C.1 Type and class of The Warrants are Unitary Warrants which are also IndexWarrants. Warrants The Warrants will be issued in registered form and will be represented on issue by a Global

Warrant which is exchangeable for Definitive Warrants in the limited circumstances specified in the Global Warrant. The Global Warrant will be deposited with a depositary common to Euroclear Bank S.A./N.A. (Euroclear) and Clearstream Banking, societé anonyme (Clearstream, Luxembourg) with interests in such Global Warrant being traded in the relevant clearing system(s). ISIN: US61766D2716 Common Code: 166244463

C.2 Currencies Subject to compliance with all relevant laws, regulations and directives, Warrants under the Programme may be denominated in any currency or units of exchange and settled in any

deliverable currency. The Issue Price of the Warrants is denominated in USD and will be settled in USD. C.5 A description of The free transfer of the Warrants is subject to the selling restrictions of the United States, the any restrictions European Economic Area (including Austria, Belgium, the Czech Republic, Denmark, on the free Finland, France, Germany, Greece, Hungary, Ireland, Italy, Lichtenstein, Luxembourg, the transferability of Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United the Warrants Kingdom), Australia, the People’s Republic of China (PRC), the Cayman Islands, the Hong Kong Special Administrative Region of the People’s Republic of China (Hong Kong), Kingdom of Bahrain, Indonesia, Japan, Malaysia, Pakistan, the Philippines, Singapore, Sri Lanka, Thailand, the Republic of Korea (South Korea), the Republic of China (Taiwan), the United Arab Emirates and Vietnam. Unitary Warrants shall comply with the selling restrictions applicable to them as set out in the section “Offering and Sale”. The “Additional Selling Restrictions” in respect of Unitary Warrants for which Alternative Provisions are not applicable shall apply, for which the Relevant Jurisdiction is not India. Warrants held in a clearing system must be transferred in accordance with the rules,

procedures and regulations of that clearing system.

C.8 Description of the The Warrants are Unitary Warrants which are also American Style Warrants and Call Warrants

rights attaching to which Automatic Exercise applies. to the Warrants Status: The Warrants constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank pari passu without preference amongst themselves and,

subject to any applicable statutory provisions or judicial order, at least equally with all other present and future direct, unconditional, unsecured and unsubordinated obligations of the Issuer. Guarantee: The Warrants have the benefit of an absolute, unconditional and irrevocable guarantee of payments of obligations of the Issuer by the Guarantor. The Warrants relate to MSCI Daily TR Net Emerging Markets Philippines USD Index with the Bloomberg Code NDEUPHF (the Index). See C.18 for rights relating to Cash Settlement Amounts payable in respect of the Warrants. C.11 Listing and Application is expected to be made by the Issuer (or on its behalf) for the Warrants to be admission to admitted to trading on the Irish Stock Exchange’s regulated market with effect from 7 August trading/ 2017. indication of market where securities will be traded C.15 Effect of value of The Cash Settlement Amount to which the holder of each Warrant is entitled is as set out in underlying C.18. Depending on the value of the underlying Index on the Exercise Date, Actual Exercise instrument(s) on Date or Expiration Date, as the case may be, the Cash Settlement Amount may be a positive amount or it may be zero (although it may not be lower than zero). The value of the Cash value of derivative Settlement Amount is dependent on the performance of the underlying Index; if the Cash securities Settlement Amount is zero, it represents a total loss of the amount paid for the Warrant.

C.16 Expiration/ The Warrants expire on 31 July 2018 maturity date of derivative

securities

C.17 Settlement The Warrants shall be cash-settled through Clearstream, Luxembourg and/or Euroclear. procedure for derivative securities

C.18 Description of The returns on the Warrants shall depend on the performance of the Index.

return on derivative securities The Cash Settlement Amount payable in respect of each Warrant is determined as follows:

If the Warrantholder exercises the Warrants prior to the Expiration Date and Warrantholder Break Fee Rate is specified as Flat in the applicable Final Terms:

Max (0, (Index Final – Strike Price) – (Index Final x Warrantholder Break Fee Rate))

C.19 Description of The Settlement Price of each Warrant is not applicable.

exercise price or final reference price of underlying asset

in relation to derivative securities C.20 Description of The Index is MSCI Daily TR Net Emerging Markets Philippines USD as published by MSCI underlying asset and information relating to it can be found at Bloomberg Financial Markets Information and where Services. information on underlying asset can be found C.21 Listing and Application is expected to be made by the Issuer (or on its behalf) for the Warrants to be admission to admitted to trading on the Irish Stock Exchange’s regulated market with effect from 7 August trading/ 2017. indication of market where securities will be traded

Section D – Risks D.2 Key risks The following key risks affect the Guarantor and, indirectly, the Issuer: regarding the Market Risk: The Guarantor’s results of operations may be materially affected by market Issuer and the fluctuations and by global and economic conditions and other factors. Holding large and Guarantor concentrated positions may expose the Guarantor to losses. These factors may result in losses for a position or portfolio owned by the Guarantor.

Credit Risk: The Guarantor is exposed to the risk that third parties that are indebted to it will not perform their obligations, as well as that a default by a large financial institution could adversely affect financial markets. Such factors give rise to the risk of loss arising when a borrower, counterparty or issuer does not meet its financial obligations to the Guarantor.

Operational Risk: The Guarantor is subject to the risk of loss, or of damage to its reputation, resulting from inadequate or failed processes, people and systems or from external events (e.g. fraud, theft, legal and compliance risks, cyber-attacks or damage to physical assets). The Guarantor may incur operational risk across the full scope of its business activities, including revenue-generating activities (e.g. sales and trading) and support and control groups (e.g. information technology and trade processing).

Liquidity and Funding Risk: Liquidity is essential to the Guarantor’s businesses and the Guarantor relies on external sources to finance a significant portion of its operations. The Guarantor’s borrowing costs and access to the debt capital markets depend significantly on its credit ratings. The Guarantor is a holding company and depends on payments from its subsidiaries. Further, the Guarantor’s liquidity and financial condition have in the past been, and in the future could be, adversely affected by U.S. and international markets and economic conditions. As a result of the foregoing, there is a risk that the Guarantor will be unable to finance its operations due to a loss of access to the capital markets or difficulty in liquidating its assets; or be unable to meet its financial obligations without experiencing significant business disruption or reputational damage that may threaten its viability as a going concern.

Legal, Regulatory and Compliance Risk: The Guarantor is subject to the risk of legal or regulatory sanctions, material financial loss including fines, penalties, judgments, damages and/or settlements, or loss to reputation it may suffer as a result of its failure to comply with laws, regulations, rules, related self-regulatory organisation standards and codes of conduct applicable to its business activities. The Guarantor is also subject to contractual and commercial risk, such as the risk that a counterparty’s performance obligations will be unenforceable. Additionally, the Guarantor is subject to anti-money laundering and terrorist financing rules and regulations. Further, in today’s environment of rapid and possibly transformational regulatory change, the Guarantor also views regulatory change as a component of legal, regulatory and compliance risk.

Risk Management: The Guarantor’s risk management strategies, models and processes may not be fully effective in mitigating its risk exposures in all market environments or against all types of risk.

Competitive Environment: The Guarantor faces strong competition from other financial services firms, which could lead to pricing pressures that could materially adversely affect its revenue and profitability. Further, automated trading markets may adversely affect the Guarantor’s business and may increase competition (for example by putting increased pressure on bid-offer spreads, commissions, markups or comparable fees). Finally, the Guarantor’s ability to retain and attract qualified employees is critical to the success of its business and the failure to do so may materially adversely affect its performance.

International Risk: The Guarantor is subject to numerous political, economic, legal, operational, franchise and other risks as a result of its international operations (including risks of possible nationalisation, expropriation, price controls, capital controls, exchange controls, increased taxes and levies and other restrictive governmental actions, as well as the outbreak of hostilities or political and governmental instability) which could adversely impact its businesses in many ways.

Acquisition, Divestiture and Joint Venture Risk: The Guarantor may be unable to fully capture the expected value from acquisitions, divestitures, joint ventures, minority stakes and strategic alliances.

Risk Relating to the Exercise of Potential Resolution Measures Powers: The application of regulatory requirements and strategies in the United States to facilitate the orderly resolution of large financial institutions may pose a greater risk of loss for the holders of securities issued or guaranteed by Morgan Stanley.

D.6 Key information The Warrants are being issued with the intention that they will be purchased only by on the key risks corporations, partnerships and other entities or individuals having such knowledge and that are specific experience in financial and business matters as to be capable of evaluating the merits and risks to the Warrants of an investment in the Warrants, who are experienced in investing in derivative instruments and who are familiar with secondary market trading in instruments such as the Warrants. Prospective investors should conduct independent investigation and analysis regarding the Warrants and the other assets on which the obligations of the Issuer and the Guarantor to which the value of the Warrants relate as they deem appropriate. The price of the Warrants may fall in value and investors may lose the value of their entire investment if, among other reasons: • the value of the relevant underlying basis of reference does not move in the anticipated direction; • the Issuer and the Guarantor are unable to pay any amounts due under the Warrants; • the price and/or value of the assets underlying the Warrants are influenced by the political, financial and economic stability of the country and/or region in which it is incorporated or has a place of business; • the Guarantor’s credit rating has fallen due to a perception of a fall in the Guarantor’s creditworthiness; or • adjustments to the Warrants made by the Calculation Agent pursuant to the terms of the Warrants. An investment in Warrants linked to an Index is not the same as a direct investment in the securities constituting the Index and is not the same as an investment in a mutual fund or pooled investment entity that invests in securities constituting such Index. Adjustments may be made to the Index by the relevant index sponsor. Any such adjustment may adversely affect the value of the Warrants. If the index sponsor discontinues or suspends calculation of the relevant Index and does not designate a successor index, the Warrants may be cancelled. The Issuer may limit the number of Warrants that are exercisable on any date (other than the final exercise date). The terms of the Warrants may be amended, or the Warrants may be terminated or suspended, in each case by the Issuer, if an Additional Disruption Event has occurred. Investments in Unitary Warrants linked to shares of a non-US Issuer require certain considerations, for example, different accounting treatments and regulations, different securities or commodity trading rules and conventions and different economic environments. Investments in emerging market countries may entail additional risks such as risk of market shutdown, greater governmental involvement in the economy and, in some cases, greater volatility, unpredictability and economic and political instability and higher risk of civil or international conflict or war. Warrantholders will also be exposed to currency exchange rate risks. Investments in emerging markets may involve significant risk of loss. There is a risk that the Issuer may not be able to make payments in respect of the Warrants due to actions taken by a government authority in the Relevant Jurisdiction in which the investor is located. This may cause additional administrative burden or costs on the investor in obtaining any payments due under the Warrants. Section E – Offer E.2b Reason for the The net proceeds of the issue of the Warrants will be used by the relevant Issuer for its general

offer and use of business purposes, including the making of profits and the hedging of certain risks. proceeds E.3 Terms and The Warrants will be offered to investors by the Dealer at an issue price of USD 520.0790 per

Conditions of the Warrant. The minimum number of Warrants that an investor may purchase is 1,923 Warrants. Offer E.4 Interests of So far as the Issuer is aware, no person involved in the offer of the Warrants has an interest

natural and legal material to the offer. persons involved in the issue of the Warrants

E.7 Estimated The Warrants are offered to the investors by the Dealer and the estimated expenses are zero in expenses charged respect of all the Warrants being issued.

to the investor by the Issuer or the Dealer