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 ASIA 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.

5,210 American Style Unitary Cash Settled Call Warrants due 31 July 2018 linked to MSCI Daily Total Return Net China USD

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; I2571 1.(b) Whether or not the Warrants are to be No consolidated and form a single series with the warrants of an existing series; 2. Whether the Warrants are Share Warrants or Index Warrants relating to MSCI Daily Total Index Warrants or a Basket; Return Net China USD with the Bloomberg Code NDEUCHF (the Index) 3. Launch Date; 31 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, Not applicable and 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 Not applicable (as 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; 5,210 10.(a) The Issue Price per Warrant (which may be United States Dollars (USD), 532.7640 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 USD denominated and traded; 11. The Strike Price per Warrant (which may be USD0.00001 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 Applicable: 0.20% Flat if 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 Not applicable and 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 Not Applicable be 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 Not applicable if 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 Exercise Period in respect of the Warrants; date 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, Yes whether 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 The purposes of the definition of Business Day in People’s Republic of China 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 USD the Cash Settlement Amount; 29. The Local Currency in respect of the Shares or Not Applicable the 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 5,210 Warrants Maximum Exercise Number; 32.(a) The Minimum Purchase Amount of the 1,878 Warrants 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 Yes applicable; 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, Not applicable whether 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 Non-syndicated any, 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 derivative 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.

5 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 6 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 the NDEUCHF 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: 7 Operational information (i) ISIN Code: US61765K5810

(ii) Common Code: 166244471 (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): 8 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 Highest Lowest years: Period Closing Level Closing Level (USD) (USD) 2014 433.753 346.158 2015 541.965 360.819 2016 434.321 312.947 2017, January 420.643 391.856 2017, February 443.953 416.545 2017, March 452.351 430.573 2017, April 456.322 442.508 2017, May 482.293 448.433 2017, June 495.585 479.608 2017, July (up 532.764 485.563 to 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 Code Weighting HOLDINGS LI 700 HK Equity 16.20% (CN) ALIBABA GROUP HLDG BABA UN Equity 12.45% ADR CHINA CONSTRUCTION 939 HK Equity 4.97% BK H 941 HK Equity 4.68% BAIDU ADR BIDU UW Equity 4.39% ICBC H 1398 HK Equity 3.67% H 3988 HK Equity 2.78% H 2318 HK Equity 2.75% JD.COM ADR JD UW Equity 2.10% NETEASE COM ADR NTES UW Equity 1.76% CHINA LIFE 2628 HK Equity 1.67% INSURANCE H CTRIP COM INTL ADR CTRP UW Equity 1.58% CNOOC 883 HK Equity 1.42% CHINA PETRO & CHEM 386 HK Equity 1.38% H YUM CHINA HOLDINGS YUMC UN Equity 0.97% PETROCHINA CO H 857 HK Equity 0.96% CHINA OVERSEAS 688 HK Equity 0.92% LAND &INV CHINA MERCHANTS 3968 HK Equity 0.91% BANK H AGRI BANK OF CHINA 1288 HK Equity 0.87% H CHINA PACIFIC INS GRP 2601 HK Equity 0.83% H CHINA EVERGRANDE 3333 HK Equity 0.81% GROUP AUTOMOBILE 175 HK Equity 0.80% HLDGS NEW ORIENTAL EDU UN Equity 0.76% EDUCAT ADR AAC TECHNOLOGIES 2018 HK Equity 0.70% (CN) CHINA RESOURCES 1109 HK Equity 0.63% LAND CITIC 267 HK Equity 0.63% CHINA UNICOM 762 HK Equity 0.62% PICC PPTY & 2328 HK Equity 0.61% CASUALTY H SUNNY OPTICAL TECH 2382 HK Equity 0.60% CHINA SHENHUA 1088 HK Equity 0.60% ENERGY H BRILLIANCE CHINA 1114 HK Equity 0.54% AUTO 2007 HK Equity 0.53% HLDGS TAL EDUCATION TAL UN Equity 0.51% GROUP ADR CORP 728 HK Equity 0.47% H CSPC 1093 HK Equity 0.47% PHARMACEUTICAL GRP BANK OF 3328 HK Equity 0.46% COMMUNICATIONS H CHINA COMMUNIC 1800 HK Equity 0.42% CONST H CHINA CITIC BANK H 998 HK Equity 0.41% CHINA MINSHENG 1988 HK Equity 0.40% BANK H HENGAN INTL GROUP 1044 HK Equity 0.39% CO SINA CORP SINA UW Equity 0.38% CHINA MENGNIU 2319 HK Equity 0.38% DAIRY CO 6837 HK Equity 0.37% CO H ENN ENERGY 2688 HK Equity 0.37% HOLDINGS CHINA 1918 HK Equity 0.37% HOLDINGS NEW CHINA LIFE INS H 1336 HK Equity 0.36% CO 1099 HK Equity 0.36% H VIPSHOP HOLDINGS VIPS UN Equity 0.35% ADR CHINA TAIPING 966 HK Equity 0.35% INSURANCE CITIC SECURITIES CO H 6030 HK Equity 0.33% 58.COM ADR WUBA UN 0.33% Equity 914 HK Equity 0.32% H GUANGZHOU AUTO 2238 HK Equity 0.32% GROUP H LENOVO GROUP 992 HK Equity 0.32% HOLDINGS 384 HK Equity 0.30% CHINA MERCHANTS 144 HK Equity 0.29% PORT CHINA RESOURCES 291 HK Equity 0.29% BEER ENTERPRISE 371 HK Equity 0.28% WATER BYD CO H 1211 HK Equity 0.28% GREAT WALL MOTOR H 2333 HK Equity 0.28% GUANGDONG 270 HK Equity 0.28% INVESTMENT SINO 1177 HK Equity 0.28% BIOPHARMACEUTICAL FOSUN INTL(CN) 656 HK Equity 0.28% MOMO A ADR MOMO UW 0.27% Equity SHENZHOU 2313 HK Equity 0.27% INTERNATIONAL CRRC CORP H 1766 HK Equity 0.26% 2020 HK Equity 0.26% PRODUCTS CHINA CINDA ASSET 1359 HK Equity 0.26% MGMT H CHINA RESOURCES 836 HK Equity 0.26% POWER LONGFOR PROPERTIES 960 HK Equity 0.26% CO CHINA CO H 2202 HK Equity 0.25% 151 HK Equity 0.24% HLDGS CHINA RESOURCES 1193 HK Equity 0.24% GAS GRP DONGFENG MOTOR 489 HK Equity 0.24% GROUP H HUATAI SECURITIES CO 6886 HK Equity 0.23% H PEOPLE'S INSURANCE 1339 HK Equity 0.23% CO H HAIER ELCTRNCS GRP 1169 HK Equity 0.23% (CN) KUNLUN ENERGY 135 HK Equity 0.23% CHINA EVERBRIGHT 257 HK Equity 0.23% INTL CHINA RAILWAY 390 HK Equity 0.23% GROUP H MINTH GROUP (CN) 425 HK Equity 0.22% CHINA CONCH 586 HK Equity 0.21% VENTURE SMIC 981 HK Equity 0.21% HUANENG POWER INTL 902 HK Equity 0.21% H CHINA GALAXY SEC H 6881 HK Equity 0.21% CGN POWER CO H 1816 HK Equity 0.21% CHINA STATE 3311 HK Equity 0.21% CONSTRUCTION FULLSHARE HOLDINGS 607 HK Equity 0.20% (CN) GF SECURITIES CO H 1776 HK Equity 0.20% WEIBO CORP ADR WB UW Equity 0.19% BEIJING ENTERPRISES 392 HK Equity 0.19% HLDG ZHUZHOU CRRC TIMES 3898 HK Equity 0.19% H CHINA RAILWAY 1186 HK Equity 0.19% CONST H CHINA HUARONG AST 2799 HK Equity 0.18% MGMT H AUTOHOME ADR ATHM UN Equity 0.18% TINGYI HOLDING CORP 322 HK Equity 0.18% (CN) ALUMINUM CORP OF 2600 HK Equity 0.18% CHINA H TRAVELSKY 696 HK Equity 0.18% TECHNOLOGY H NINE DRAGONS PAPER 2689 HK Equity 0.17% BEIJING CPTL INTL AIR 694 HK Equity 0.17% H SHIMAO PROPERTY 813 HK Equity 0.17% HLDGS CHINA LONGYUAN 916 HK Equity 0.17% POWER H JIANGXI COPPER CO H 358 HK Equity 0.16% YY INC ADR YY UW Equity 0.16% ALIBABA PICTURES 1060 HK Equity 0.15% GROUP CHINA MEDICAL 867 HK Equity 0.15% SYSTEM CHINA EVERBRIGHT 165 HK Equity 0.15% ZIJIN MINING GROUP H 2899 HK Equity 0.15% KINGSOFT 3888 HK Equity 0.15% COSCO SHIPPING 1199 HK Equity 0.14% PORTS 338 HK Equity 0.14% PETRO H SUN ART RETAIL 6808 HK Equity 0.14% GROUP WEICHAI POWER CO H 2338 HK Equity 0.13% RURAL 3618 HK Equity 0.13% COMM H ZTE CORP H 763 HK Equity 0.13% HAITIAN INTL HLDGS 1882 HK Equity 0.13% SHANGHAI PHARMA H 2607 HK Equity 0.13% YANZHOU COAL 1171 HK Equity 0.13% MINING H ZHEJIANG 576 HK Equity 0.13% EXPRESSWAY H JIANGSU EXPRESSWAY 177 HK Equity 0.13% CO H SHANGHAI FOSUN 2196 HK Equity 0.13% PHARMA H CHINA NATL BUILDING 3323 HK Equity 0.12% H CHINA JINMAO HLDGS 817 HK Equity 0.12% GROUP FUYAO GLASS IND GRP 3606 HK Equity 0.12% H GUANGZHOU R&F PROP 2777 HK Equity 0.12% H FAR EAST HORIZON 3360 HK Equity 0.12% SINO OCEAN GROUP 3377 HK Equity 0.12% HOLDING AIR CHINA H 753 HK Equity 0.12% SIHUAN PHARMA 460 HK Equity 0.11% HLDGS ALIBABA HEALTH INFO 241 HK Equity 0.11% TECH TSINGTAO BREWERY H 168 HK Equity 0.11% CHINA OILFIELD SVCS 2883 HK Equity 0.11% H SHANDONG WEIGAO 1066 HK Equity 0.11% GROUP H SHANGHAI LUJIAZUI 900932 CG Equity 0.10% B(USD) HUANENG 958 HK Equity 0.10% RENEWABLES H SHANGHAI INDL 363 HK Equity 0.10% HOLDINGS CHINA STH AIRLINES H 1055 HK Equity 0.10% GCL POLY ENERGY 3800 HK Equity 0.10% CHINA EVERBRIGHT 6818 HK Equity 0.09% BANK H GOME ELEC 493 HK Equity 0.09% APPLIANCES SHANGHAI ELECTRIC 2727 HK Equity 0.09% GRP H CHINA COMMU 552 HK Equity 0.09% SERVICES H AVICHINA IND & TECH 2357 HK Equity 0.09% H 3SBIO 1530 HK Equity 0.09% CHONGQING CHANGAN 200625 CS Equity 0.08% AUTO B CHINA POWER INTL 2380 HK Equity 0.08% SOHO CHINA 410 HK Equity 0.08% SINOPEC ENG GROUP 2386 HK Equity 0.08% CO H CHINA COAL ENERGY H 1898 HK Equity 0.07%

(v) Closing level of the Index on the Launch USD 532.764 Date:

(vi) Information relating to the index constituents TENCENT HOLDINGS LIMITED accounting for a majority of the index, on a weighted basis: (a) TENCENT HOLDINGS LIMITED is incorporated in the Cayman Islands.

(b) The registered office of TENCENT HOLDINGS LIMITED is at Tencent Building, Hi-techPark, Kejizhongyi Avenue, Shenzhen 518057, China.

(c) Tencent Holdings Limited, an investment holding company, provides Internet and mobile value-added services (VAS), online advertising services, and e- commerce transactions services to users in the People’s Republic of China, the United States, Europe, and internationally.

(d) The market capitalization of TENCENT HOLDINGS LIMITED as at the Launch Date was Hong Kong Dollars (HKD) 2.977 trillion.

(e) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of TENCENT HOLDINGS LIMITED as quoted on the Hong Kong Stock Exchange for the periods specified:

Relevant Period High Price Low Price (HKD) (HKD) 2014 First Quarter 129.20 96.24 Second Quarter 119.50 93.00 Third Quarter 134.00 112.80 Fourth Quarter 134.90 104.50

2015 First Quarter 151.40 111.30 Second Quarter 171.00 146.60 Third Quarter 157.90 124.00 Fourth Quarter 158.30 131.10

2016 First Quarter 159.90 132.10 Second Quarter 178.50 152.20 Third Quarter 220.80 173.00 Fourth Quarter 218.20 179.60

2017, January 205.60 188.00 2017, February 216.40 200.80 2017, March 230.20 204.20 2017, April 245.00 222.40 2017, May 280.60 241.80 2017, June 288.40 262.80 2017, July (up to and 314.40 260.40 including the Launch Date)

(f) The closing price of TENCENT HOLDINGS LIMITED as at the Launch Date was HKD 313.40 on the Hong Kong Stock Exchange.

(g) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (HKD) 15 May 2014 N/A 5 for 1 Stock Split 16 May 2014 30 May 2014 .24 Final 15 May 2015 29 May 2015 .36 Final 20 May 2016 2 Jun 2016 .47 Final 19 May 2017 2 Jun 2017 .61 Final 18 May 2018 N/A .79 BDVD Forecast

ALIBABA GROUP HOLDING LIMITED

(a) ALIBABA GROUP HOLDING LIMITED is incorporated in the Cayman Islands.

(b) The registered office of ALIBABA GROUP HOLDING LIMITED is at 699 Wang Shang Road, Binjiang District, 310052, China.

(c) Alibaba Group Holding Limited operates as a holding company. Alibaba Group Holding Limited provides internet infrastructure, e-commerce, online financial, and internet content services through its subsidiaries. Alibaba Group Holding offers its products and services worldwide.

(d) The market capitalization of ALIBABA GROUP HOLDING LIMITED as at the Launch Date was USD 396.851 billion.

(e) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of ALIBABA GROUP HOLDING LIMITED as quoted on the New York Stock Exchange for the periods specified:

Relevant Period High Price Low Price (USD) (USD) 2014 First Quarter N/A N/A Second Quarter N/A N/A Third Quarter 99.70 86.62 Fourth Quarter 120.00 82.82

2015 First Quarter 105.33 80.03 Second Quarter 95.06 77.771 Third Quarter 85.38 57.30 Fourth Quarter 86.42 58.20

2016 First Quarter 79.84 59.25 Second Quarter 82.00 73.30 Third Quarter 109.87 77.70 Fourth Quarter 109.00 86.02

2017, January 104.55 88.09 2017, February 105.20 100.03 2017, March 110.44 102.10 2017, April 115.99 106.78 2017, May 126.40 114.00 2017, June 148.29 122.27 2017, July (up to and 160.38 139.50 including the Launch Date)

(f) The closing price of ALIBABA GROUP HOLDING LIMITED as at the Launch Date was USD 154.95 on the New York Stock Exchange.

(g) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (USD) N/A N/A N/A N/A

CHINA CONSTRUCTION BANK CORPORATION

(a) CORPORATION is incorporated in China (BJ).

(b) The registered office of CHINA CONSTRUCTION BANK CORPORATION is at 25 Finance Street, Xicheng District, Beijing 100033, China.

(c) China Construction Bank Corporation provides a comprehensive range of commercial banking products and services to individuals and corporate customers. Its business consists of three principal business segments: corporate banking, personal banking, and treasury operations. China Construction Bank also services infrastructure loans, residential mortgage, and bank cards.

(d) The market capitalization of CHINA CONSTRUCTION BANK CORPORATION as at the Launch Date was HKD 1.638 trillion.

(e) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of CHINA CONSTRUCTION BANK CORPORATION as quoted on the Hong Kong Stock Exchange for the periods specified:

Relevant Period High Price Low Price (HKD) (HKD) 2014 First Quarter 5.90 4.89 Second Quarter 5.88 5.25 Third Quarter 6.00 5.43 Fourth Quarter 6.42 5.34

2015 First Quarter 6.62 6.06 Second Quarter 7.98 6.44 Third Quarter 7.16 5.02 Fourth Quarter 5.95 5.05

2016 First Quarter 5.28 4.31 Second Quarter 5.24 4.50 Third Quarter 6.14 4.98 Fourth Quarter 5.98 5.42

2017, January 5.95 5.69 2017, February 6.47 5.72 2017, March 6.55 6.01 2017, April 6.41 6.08 2017, May 6.54 6.13 2017, June 6.71 6.00 2017, July (up to and 6.58 5.91 including the Launch Date)

(f) The closing price of CHINA CONSTRUCTION BANK CORPORATION as at the Launch Date was HKD 6.50 on the Hong Kong Stock Exchange.

(g) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (RMB) 2 Jul 2014 8 Aug 2014 .30 Final 23 Jun 2015 24 Jul 2015 .301 Final 22 Jun 2016 22 Jul 2016 .274 Final 22 Jun 2017 20 Jul 2017 .278 Final 21 Jun 2018 N/A .29 BDVD Foreca st

CHINA MOBILE LIMITED

(a) CHINA MOBILE LIMITED is incorporated in Hong Kong.

(b) The registered office of CHINA MOBILE LIMITED is at 60/F The Center, 99 Queens Road Central, Central, Hong Kong (SAR).

(c) China Mobile Limited, through its subsidiaries, provides cellular telecommunications and related services in the People’s Republic of China and Hong Kong SAR.

(d) The market capitalization of CHINA MOBILE LIMITED as at the Launch Date was HKD 1.715 trillion.

(e) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of CHINA MOBILE LIMITED as quoted on the Hong Kong Stock Exchange for the periods specified:

Relevant Period High Price Low Price (HKD) (HKD) 2014 First Quarter 80.95 63.65 Second Quarter 78.60 68.60 Third Quarter 102.20 75.45 Fourth Quarter 99.30 87.15

2015 First Quarter 108.50 87.90 Second Quarter 118.00 97.75 Third Quarter 103.80 85.00 Fourth Quarter 97.20 87.05

2016 First Quarter 87.35 79.00 Second Quarter 92.00 83.05 Third Quarter 99.30 86.15 Fourth Quarter 97.50 80.30

2017, January 88.55 81.35 2017, February 89.05 85.50 2017, March 91.30 83.30 2017, April 86.90 82.35 2017, May 87.15 82.60 2017, June 87.20 82.50 2017, July (up to and 84.75 80.00 including the Launch Date)

(f) The closing price of CHINA MOBILE LIMITED as at the Launch Date was HKD 83.75 on the Hong Kong Stock Exchange.

(g) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (HKD) 27 May 2014 23 Jun 2014 1.615 Final 4 Sep 2014 29 Sep 2014 1.54 Interim 4 Jun 2015 30 Jun 2015 1.38 Final 7 Sep 2015 30 Sep 2015 1.525 Interim 2 Jun 2016 24 Jun 2016 1.196 Final 1 Sep 2016 29 Sep 2016 1.489 Interim 2 Jun 2017 28 Jun 2017 1.243 Final 31 Aug 2017 N/A 1.625 BDVD Forecast

BAIDU, INC.

(a) BAIDU, INC. is incorporated in the Cayman Islands.

(b) The registered office of BAIDU, INC. is at Baidu Campus, No 10 Shangdi 10th Street, Haidian, Beijing 100085, China.

(c) Baidu, Inc. operates an Internet search engine. Baidu, Inc. offers algorithmic search, enterprise search, news, MP3, and image searches, voice assistance, online storage, and navigation services. Baidu serves clients globally.

(d) The market Capitalisation of BAIDU, INC. as at the Launch Date was USD 78.515 billion.

(e) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of BAIDU, INC. as quoted on the National Association of Securities Dealers Automated Quotations for the specified periods:

Relevant Period High Price Low Price (USD) (USD) 2014 First Quarter 189.32 144.19 Second Quarter 188.60 140.66 Third Quarter 231.38 176.71 Fourth Quarter 251.99 194.35

2015 First Quarter 234.66 199.70 Second Quarter 223.94 188.60 Third Quarter 210.00 100.00 Fourth Quarter 217.97 135.31

2016 First Quarter 193.70 139.65 Second Quarter 201.00 155.28 Third Quarter 197.79 155.28 Fourth Quarter 187.20 159.57

2017, January 182.99 165.90 2017, February 188.51 171.74 2017, March 178.81 166.00 2017, April 188.54 171.17 2017, May 193.74 174.77 2017, June 192.32 173.52 2017, July (up to and 230.00 179.63 including the Launch Date)

(f) The closing price of BAIDU, INC. as at the Launch Date was USD 226.35 on the National Association of Securities Dealers Automated Quotations.

(g) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (USD)

N/A N/A N/A N/A

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED

(a) INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED is incorporated in China (BJ).

(b) The registered office of INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED is at 55 Fuxingmennei Avenue, Xicheng District, Beijing 100140, China.

(c) Industrial And Commercial Bank of China Limited provides a broad range of personal and corporate commercial banking services all over China. Its businesses include deposit, loan, credit card, fund underwriting and trust, and foreign currency settlement and trading.

(d) The market Capitalisation of INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED as at the Launch Date was HKD 2.200 trillion.

(e) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED as quoted on the Hong Kong Stock Exchange for the specified periods:

Relevant Period High Price Low Price (HKD) (HKD) 2014 First Quarter 5.27 4.33 Second Quarter 5.25 4.56 Third Quarter 5.35 4.82 Fourth Quarter 5.70 4.74

2015 First Quarter 5.90 5.36 Second Quarter 7.10 5.72 Third Quarter 6.35 4.30 Fourth Quarter 5.19 4.43

2016 First Quarter 4.68 3.72 Second Quarter 4.47 3.82 Third Quarter 5.12 4.10 Fourth Quarter 5.05 4.43

2017, January 4.83 4.60 2017, February 5.20 4.68 2017, March 5.27 4.90 2017, April 5.14 4.88 2017, May 5.25 4.93 2017, June 5.43 5.10 2017, July (up to and 5.50 4.83 including the Launch Date)

(f) The closing price of INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED as at the Launch Date was HKD 5.47 on the Hong Kong Stock Exchange.

(g) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (RMB) 12 Jun 2014 18 Jul 2014 .2617 Final 29 Jun 2015 30 Jul 2015 .2554 Final 29 Jun 2016 17 Aug 2016 .2333 Final 3 Jul 2017 2 Aug 2017 .2343 Final 3 Jul 2018 N/A .234 BDVD Forecast

BANK OF CHINA LTD

(a) BANK OF CHINA LTD is incorporated in China (BJ).

(b) The registered office of BANK OF CHINA LTD is at 1 Fuxingmen Nei Dajie, Beijing 100818, China.

(c) Bank of China Ltd provides a complete range of banking and other financial services to individual and corporation customers worldwide. Its services include retail banking, Great Wall credit card and debit card services, consumer credit, foreign currency transaction, corporate banking, settlement and clearing, investment banking, and fund management businesses.

(d) The market Capitalisation of BANK OF CHINA LTD as at the Launch Date was HKD 1.282 trillion.

(e) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of BANK OF CHINA LTD as quoted on the Hong Kong Stock Exchange for the specified periods:

Relevant Period High Price Low Price (HKD) (HKD) 2014 First Quarter 3.61 3.03 Second Quarter 3.77 3.36 Third Quarter 3.77 3.44 Fourth Quarter 4.40 3.42

2015 First Quarter 4.58 4.11 Second Quarter 5.68 4.49 Third Quarter 5.08 3.25 Fourth Quarter 3.88 3.28

2016 First Quarter 3.45 2.83 Second Quarter 3.33 2.90 Third Quarter 3.77 3.01 Fourth Quarter 3.69 3.32

2017, January 3.57 3.40 2017, February 4.08 3.49 2017, March 4.05 3.76 2017, April 3.83 3.61 2017, May 3.95 3.65 2017, June 3.99 3.76 2017, July (up to and 3.91 3.57 including the Launch Date)

(f) The closing price of BANK OF CHINA LTD as at the Launch Date was HKD 3.85 on the Hong Kong Stock Exchange.

(g) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (RMB) 19 Jun 2014 23 Jul 2014 .196 Final 25 Jun 2015 29 Jul 2015 .19 Final 16 Jun 2016 20 Jul 2016 .175 Final 6 July 2017 9 Aug 2017 .168 Final 5 Jul 2018 N/A .177 BDVD Forecast

PING AN INSURANCE (GROUP) COMPANY OF CHINA LIMITED

(a) PING AN INSURANCE (GROUP) COMPANY OF CHINA LIMITED is incorporated in China (GD).

(b) The registered office of PING AN INSURANCE (GROUP) COMPANY OF CHINA LIMITED is at Galaxy Development Center, Fu Hua No 3 Road Futian Dist, Shenzhen 518048, China.

(c) Ping An Insurance (Group) Company of China Limited provides a variety of insurance services. Ping An Insurance (Group) Company of China Limited writes property, casualty, and life insurance products. Ping An Insurance serves customers in Hong Kong.

(d) The market Capitalisation of PING AN INSURANCE (GROUP) COMPANY OF CHINA LIMITED as at the Launch Date was HKD 1.086 trillion.

(e) Historical price information for the previous 3 years:

The table below shows the range of prices for the Shares of PING AN INSURANCE (GROUP) COMPANY OF CHINA LIMITED as quoted on the Hong Kong Stock Exchange for the specified periods:

Relevant Period High Price Low Price (HKD) (HKD) 2014 First Quarter 35.00 29.55 Second Quarter 33.525 27.80 Third Quarter 33.75 29.05 Fourth Quarter 40.00 28.525

2015 First Quarter 47.75 39.15 Second Quarter 62.90 46.40 Third Quarter 52.25 35.00 Fourth Quarter 46.70 38.30

2016 First Quarter 42.75 30.50 Second Quarter 38.80 32.50 Third Quarter 44.15 33.00 Fourth Quarter 43.80 38.00

2017, January 40.90 38.65 2017, February 43.00 39.10 2017, March 44.95 40.90 2017, April 44.70 41.55 2017, May 51.80 42.65 2017, June 53.20 49.75 2017, July (up to and 59.60 51.20 including the Launch Date)

(f) The closing price of PING AN INSURANCE (GROUP) COMPANY OF CHINA LIMITED as at the Launch Date was HKD 57.95 on the Hong Kong Stock Exchange.

(g) Historical dividend information for the previous 3 years:

Relevant Ex- Payable Date Gross Type Date Amount (HKD) 25 Jun 2014 8 Aug 2014 .225 Final 10 Sep 2014 17 Oct 2014 .125 Interim 27 Jul 2015 13 Aug 2015 .25 Final 27 Jul 2015 4 Aug 2015 100.000% Bonus 7 Sep 2015 29 Sep 2015 .18 Interim 5 July 2016 28 Jul 2016 .35 Final 5 Sep 2016 14 Oct 2016 .20 Interim 11 Jul 2017 16 Aug 2017 .55 Final 6 Sep 2017 N/A .23 BDVD Forecast

9 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.

10 Summary 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 time to Issuer, the 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 been, any known trends and in the future may continue to be, materially affected by many factors, including: the effect of affecting the economic and political conditions and geopolitical events; sovereign risk; the effect of market Issuer and the conditions, particularly in the global equity, fixed income, currency, credit and commodities industries in markets, including corporate and mortgage (commercial and residential) lending and commercial which it operates 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 company, is

Issuer’s position a global financial services firm that maintains significant market positions in each of its business within the Group 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. 22( 22( report on the 22( Issuer’s historical

financial 22( 22( information 22( B.12 Selected financial The selected financial information set out below has been extracted without material adjustment from information the interim report for the half year ended 30 June 2016 and the audited reports and financial statements relating to the of the Issuer for the year ended 31 December 2015. 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 material 2 events particular extent relevant to the evaluation of its solvency has taken place since the publication of its last to the Issuer 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 the other entities Issuer. The Issuer is also reliant on the Guarantor or other members of the Group for the purposes within the Group of entering into hedging transactions to hedge exposures under the Warrants it issues.

B.15 Principal activities The Issuer’s business consists of the issuance of financial instruments, with a primary focus on 22

of the Issuer the Asia markets, and the hedging of obligations relating thereto.

22(4

B.16 Extent to which The Issuer is wholly owned by Morgan Stanley Asia Securities Products LLC. It is indirectly 22(9

22(1 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 22 scope of the obligations under each series of Warrants pursuant to a guarantee dated 22 September 2016 (the 22 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 holding legal form of the company, it is regulated by the Board of Governors of the Federal Reserve System (the Federal Guarantor, the Reserve) under the Bank Holding Company Act of 1956, as amended (the BHC Act).. As a major legislation under financial services firm that operates through its subsidiaries and affiliates, the Guarantor is subject which the to extensive regulation by U.S. federal and state regulatory agencies and securities exchanges and Guarantor by regulators and exchanges in each of the major markets where it conducts its business. The operates and its Guarantor has its registered office at The Corporation Trust Center, 1209 Orange Street, country of Wilmington, Delaware 19801, U.S.A., and its principal executive office at 1585 Broadway, New incorporation 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 affiliates, position within the provides a wide variety of products and services to a large and diversified group of clients and

Group 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 adjustment information from interim report for the half year ended 30 June 2016 and the audited reports and financial relating to the 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 2 events particular material extent relevant to the evaluation of its solvency has taken place since the publication of to the Guarantor its last annual financial statements. B.14 Extent to which The Guarantor is a holding company for a number of subsidiary companies (directly or indirectly) the Guarantor is and is dependent on their performance. dependent on other entities

within the Group

B.15 Principal activities The Guarantor, a financial holding company, is a global financial services firm that maintains 22

of the Guarantor significant market positions in each of its business segments – Institutional Securities, Wealth 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 22 trading services include sales, financing and market-making activities in equity securities and 22

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 pensions, 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 22(4 22(9 the Guarantor is New York Stock Exchange. 22(1 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 Index Warrants. 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: US61765K5810 Common Code: 166244471

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 on European Economic Area (including Austria, Belgium, the Czech Republic, Denmark, Finland, the free France, Germany, Greece, Hungary, Ireland, Italy, Lichtenstein, Luxembourg, the Netherlands, transferability of Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom), the Warrants 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

2 2

2 2 A 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 to

rights attaching to which Automatic Exercise applies. 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 Total Return Net China USD with the Bloomberg Code NDEUCHF (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 admitted admission to to trading on the Irish Stock Exchange’s regulated market with effect from 7 August 2017. trading/ 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 C.18. underlying Depending on the value of the underlying Index on the Exercise Date, Actual Exercise Date or instrument(s) on Expiration Date, as the case may be, the Cash Settlement Amount may be a positive amount or it

value of derivative may be zero (although it may not be lower than zero). The value of the Cash Settlement Amount securities is dependent on the performance of the underlying Index; if the Cash Settlement Amount is zero,

it represents a total loss of the amount paid for the Warrant.

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

derivative

securities

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

procedure for 22 derivative 22

securities

C.18 Description of The returns on the Warrants shall depend on the performance of the Index. 22 return on derivative The Cash Settlement Amount payable in respect of each Warrant is determined as follows: securities 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 Total Return Net China USD as published by MSCI and information underlying asset relating to it can be found at Bloomberg Financial Markets Information Services. and where 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 admitted admission to to trading on the Irish Stock Exchange’s regulated market with effect from 7 August 2017. trading/ indication

of market where securities will be traded Section D – Risks

22 D.2 Key risks The following key risks affect the Guarantor and, indirectly, the Issuer: 22 regarding the 22 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.

22 Operational Risk: The Guarantor is subject to the risk of loss, or of damage to its reputation, 22

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 22 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 corporations, on the key risks partnerships and other entities or individuals having such knowledge and experience in financial that are specific to and business matters as to be capable of evaluating the merits and risks of an investment in the the Warrants 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

2 E.2b Reason for the The net proceeds of the issue of the Warrants will be used by the relevant Issuer for its general 2 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 532.7640 per Conditions of the Warrant. The minimum number of Warrants that an investor may purchase is 1,878 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