MORGAN STANLEY ASIA PRODUCTS LIMITED (Incorporated with Limited Liability in the Cayman Islands)

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.

3,200,000 American Style Unitary Cash Settled Call Warrants due 3 December 2018 linked to a basket of local ordinary shares listed on The National Stock Exchange of India Limited and the BSE Limited

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 23 September 2015 approved by the Central Bank of Ireland on 23 September 2015 (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/app/DeptSecurityDocuments.aspx?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; I2177 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 Basket of Shares relating to the local ordinary Warrants or a Basket; shares of Basket Companies listed on the Shanghai Stock Exchange (the Shares) with the Bloomberg Code MSFLCIN2 (the Basket). The issuer of the local ordinary shares comprising the Basket, shall each be referred to as a “Basket Company” and together as the “Basket Companies”. The Basket Companies comprising the basket are: Ticker Name % Index Weight INFO IS Infosys Ltd 17.13271 Equity HDFC IS Housing 15.84315 Equity Development Finance Corp Ltd RIL IS Reliance 11.15687 Equity Industries Ltd TCS IS Tata Consultancy 9.799008 Equity Services Ltd HUVR IS Hindustan 5.451399 Equity Unilever Ltd MM IS Mahindra & 4.420384 Equity Mahindra Ltd HCLT IS HCL 4.219985 Equity Technologies Ltd BHARTI Bharti Airtel Ltd 3.377852 IS Equity DRRD IS Dr Reddy's 3.342636 Equity Laboratories Ltd WPRO IS Wipro Ltd 3.115954 Equity TTMT IS Tata Motors Ltd 2.877587 Equity APNT IS Asian Paints Ltd 2.13674 Equity ARBP IS Aurobindo 1.901132 Equity Pharma Ltd BPCL IS Bharat Petroleum 1.40725 Equity Corp Ltd DABUR Dabur India Ltd 1.28616 IS Equity GCPL IS Godrej 1.283699 Equity Consumer Products Ltd NEST IS Nestle India Ltd 1.190267 Equity HMCL IS Hero MotoCorp 1.151976 Equity Ltd UPLL IS UPL Ltd 1.034636 Equity TTMT/A Tata Motors Ltd 0.941226 IS Equity APHS IS Apollo Hospitals 0.917739 Equity Enterprise Ltd BHFC IS Bharat Forge Ltd 0.798866 Equity DIVI IS Divi's 0.790919 Equity Laboratories Ltd HNDL IS Hindalco 0.778464 Equity Industries Ltd SIEM IS Siemens Ltd 0.747566 Equity TATA IS Tata Steel Ltd 0.637326 Equity MMFS IS Mahindra & 0.602723 Equity Mahindra Financial Services Ltd PIEL IS Piramal 0.58422 Equity Enterprises Ltd CAIR IS Cairn India Ltd 0.541396 Equity SKB IS GlaxoSmithKline 0.530166 Equity Consumer Healthcare Ltd

3. Launch Date; 3 December 2015 4. The Issue Date of the Warrants; 8 December 2015 5. Whether the Warrants are American Style Warrants American Style 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 Share Warrants, whether the Market Access 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, Daily Not applicable Accrual and Rerate are applicable, the Rerate Date; 8.(d)(iii) If Rerate is applicable, Default Adjusted Rate (as a Not applicable 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; 3,200,000 10.(a) The Issue Price per Warrant (which may be subject United States Dollars (USD), 14.1099 being the to adjustment in accordance with Condition 17 or 18 Issuer’s weighted average execution price (in the in the case of Index Warrants and Share Warrants, Underlying Currency) of the Shares converted into respectively); the Settlement Currency at the Exchange Rate. 10.(b) Currency in which Warrants are to be denominated USD and traded; 11. The Strike Price per Warrant (which may be subject USD0.00001 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; India 13.(a) If Warrantholder Break Fee is applicable, and if so, Not applicable 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 As defined in Condition 19 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; As defined in Condition 19 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 so Not applicable the Management Fee Rate (as a percentage); 19. The Settlement Date; As defined in Condition 19 20.(a) If the Warrants are Index Warrants, the Index Not applicable Initial; 20.(b) If the Warrants are Index Warrants, the Index Final; Not applicable 20.(c) If the Warrants are Index Warrants, the Index Not applicable Average; 21. In the case of European Style Warrants, the Exercise Not applicable Date for the Warrants; 22. In the case of American Style Warrants, the Exercise From the fourth Business Day following the date of Period in respect of the Warrants; 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 3 December 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 One Share per Warrant 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 Mumbai 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 Indian Rupee (INR) 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 3,200,000 Warrants Maximum Exercise Number; 32.(a) The Minimum Purchase Amount of the Warrants; 17,719 Warrants 32.(b) The Minimum Trading Amount of Warrants; One Warrant 33.(a) For the purposes of Condition 17 (Additional Terms Not applicable for Index Warrants), details of the Exchange and Related Exchange (if any); 33.(b) For the purposes of Condition 17 (Additional Terms Not applicable for Index Warrants), details of the relevant Sponsor; 34. For the purposes of Condition 18 (Additional Terms Exchange(s): The National Stock Exchange of for Share Warrants) details of the Exchange and India Limited (NSE) and The BSE Limited (BSE) Related Exchange (if any); Related Exchange(s): All Exchanges 35. Whether Payment Disruption Event is applicable; Yes 36. Details of any certifications required in the Exercise Certification relating to India as indicated in the Notice; form of Exercise Notice in the Agency Agreement. 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, the Non-syndicated names of any Dealers other than or in addition to

Morgan Stanley & Co. International plc (Additional Dealers);

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 shares (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 23 September 2015 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 Supplement dated 4 December 2015.

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

(i) 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 8 December 2015. 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 23 September 2015, has been drawn up in accordance with the provisions of the Prospectus Directive and Commission Regulation (EC) No 809/2004. 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 Basket of Shares

(ii) Issuer of Underlying Asset: Basket of Shares relating to the Shares of: Ticker Name % Index Weight INFO IS Infosys Ltd 17.13271 Equity HDFC IS Housing 15.84315 Equity Development Finance Corp Ltd RIL IS Reliance 11.15687 Equity Industries Ltd TCS IS Tata 9.799008 Equity Consultancy Services Ltd HUVR IS Hindustan 5.451399 Equity Unilever Ltd MM IS Mahindra & 4.420384 Equity Mahindra Ltd HCLT IS HCL 4.219985 Equity Technologies Ltd BHARTI IS Bharti Airtel 3.377852 Equity Ltd DRRD IS Dr Reddy's 3.342636 Equity Laboratories Ltd WPRO IS Wipro Ltd 3.115954 Equity TTMT IS Tata Motors 2.877587 Equity Ltd APNT IS Asian Paints 2.13674 Equity Ltd ARBP IS Aurobindo 1.901132 Equity Pharma Ltd BPCL IS Bharat 1.40725 Equity Petroleum Corp Ltd DABUR IS Dabur India 1.28616 Equity Ltd GCPL IS Godrej 1.283699 Equity Consumer Products Ltd NEST IS Nestle India 1.190267 Equity Ltd HMCL IS Hero 1.151976 Equity MotoCorp Ltd UPLL IS UPL Ltd 1.034636 Equity TTMT/A IS Tata Motors 0.941226 Equity Ltd APHS IS Apollo 0.917739 Equity Hospitals Enterprise Ltd BHFC IS Bharat Forge 0.798866 Equity Ltd DIVI IS Divi's 0.790919 Equity Laboratories Ltd HNDL IS Hindalco 0.778464 Equity Industries Ltd SIEM IS Siemens Ltd 0.747566 Equity TATA IS Tata Steel 0.637326 Equity Ltd MMFS IS Mahindra & 0.602723 Equity Mahindra Financial Services Ltd PIEL IS Piramal 0.58422 Equity Enterprises Ltd CAIR IS Cairn India 0.541396 Equity Ltd SKB IS GlaxoSmith 0.530166 Equity Kline Consumer Healthcare Ltd

(iii) ISIN/Security information code relating to the MSFLCIN2 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: US61764N1809

(ii) Common Code: 133249478 (iii) Any clearing system(s) other than Euroclear Not applicable Bank S.A./N.V. and Clearstream Banking,

société anonyme and the relevant identification number(s): 8 Additional Disclosure relating to the Basket of Shares A. Infosys Limited (“Company A”) (i) Jurisdiction of incorporation: India

(ii) Closing price as at the Launch Date: The closing price of Infosys Limited as at the Launch Date was INR 1057.75 on the NSE and INR 1056.00 on the BSE. (iii) Registered office: The registered office of Infosys Limited is at Electronics City Plot 44 & 97A Hosur Road, Bangalore 560100, India

(iv) Brief description of business of Share Infosys Limited provides IT consulting and software Company: services, including e-business, program management and supply chain solutions. The Group’s services include application development, product co-development, and system implementation and system engineering. Infosys targets businesses specializing in the insurance, banking, telecommunication and manufacturing sectors. (v) Market capitalisation: The market capitalisation of Infosys Limited as at the Launch Date was INR 2.430 trillion.

(vi) Historical price information for the previous 3 The table below shows the range of prices for the Shares years: of Infosys Limited as quoted on The National Stock Exchange of India Limited and The BSE Limited for the periods specified.

Relevant Period High Price Low Price NSE BSE NSE BSE 2012 First Quarter 748.50 747.50 638.06 638.75 Second Quarter 722.19 721.92 549.58 550.00 Third Quarter 662.50 662.16 525.31 525.41 Fourth Quarter 655.05 655.00 515.14 561.28

2013 First Quarter 752.45 752.50 575.88 575.71 Second Quarter 749.89 748.75 546.50 547.50 Third Quarter 797.00 793.17 598.15 598.21 Fourth Quarter 893.75 893.75 750.75 748.50

2014 First Quarter 962.49 961.80 803.99 804.25 Second Quarter 847.00 842.95 720.00 723.50 Third Quarter 948.75 948.24 796.45 797.05 Fourth Quarter 1100.55 1100.25 893.17 900.00

2015 2015, January 1112.50 1111.00 956.53 957.05 2015, February 1168.00 1167.60 1051.00 1051.53 2015, March 1156.95 1156.75 1066.00 1065.00 2015, April 1122.50 1122.00 966.15 966.33 2015, May 1030.95 1030.50 954.00 955.00 2015, June 1032.00 1031.50 968.00 968.50 2015, July 1149.00 1127.75 932.65 932.55 2015, August 1186.20 1186.00 1044.50 1045.00 2015, September 1168.95 1165.35 1052.30 1052.35 2015, October 1219.80 1219.00 1085.20 1087.10 2015, November 1157.60 1155.60 1011.25 1012.25 2015, December 1095.00 1093.05 1049.05 1050.00 (up to and including the Launch Date)

(vii) Historical dividend information for the Relevant Ex- Payable Gross Type Date Date Amount previous 3 years: (INR) 24 May 2012 - 5.50 Final 24 May 2012 - 2.50 Special Cash 18 Oct 2012 22 Oct 2012 3.75 Interim 30 May 2013 17 Jun 2013 6.75 Final 17 Oct 2013 21 Oct 2013 5 Interim 29 May 2014 16 Jun 2014 10.75 Final 16 Oct 2014 20 Oct 2014 7.50 Interim 2 Dec 2014 8 Dec 2014 100.000% Bonus 15 Jun 2015 24 Jun 2015 14.75 Final 15 Jun 2015 22 Jun 2015 100.000% Bonus 16 Oct 2015 21 Oct 2015 10 Interim

(viii) Historical Exchange Rate information for the INR / USD High Low Period Exchange Rate End previous 3 years: 2012 48.6950 57.1550 54.9950 2013 53.1350 68.8250 61.8000 2014 58.4600 63.6763 63.0437 2015 (up to the 61.4050 66.8262 66.6613 Launch Date)

B. Housing Development Finance Corporation Limited (“Company B”) (i) Jurisdiction of incorporation: India

(ii) Closing price as at the Launch Date: The closing price of Housing Development Finance Corporation Limited as at the Launch Date was INR 1200.20 on the NSE and INR 1201.00 on the BSE. (iii) Registered office: The registered office of Housing Development Finance Corporation Limited is at Ramon House HT Parekh Marg, 169 Backbay Reclamation, Mumbai 400 020, India (iv) Brief description of business of Share Housing Development Finance Corporation Ltd. HDFC Company: provides housing finance in India. The Company provides long-term housing loans to low and middle income individuals, as well as to corporations. HDFC also provides construction finance to real estate developers, besides providing lease financing facilities to companies and development authorities for infrastructure and other assets. (v) Market capitalisation: The market capitalisation of Housing Development Finance Corporation Limited as at the Launch Date was INR 1.894 trillion. (vi) Historical price information for the previous 3 The table below shows the range of prices for the Shares years: of Housing Development Finance Corporation Limited as quoted on The National Stock Exchange of India Limited and The BSE Limited for the periods specified.

Relevant Period High Price Low Price NSE BSE NSE BSE 2012 First Quarter 726.20 725.70 641.35 641.25 Second Quarter 692.25 694.00 610.50 610.70 Third Quarter 785.45 785.00 652.10 652.25 Fourth Quarter 882.30 882.00 631.25 732.85

2013 First Quarter 850.90 850.15 750.00 751.10 Second Quarter 931.40 931.00 750.10 750.10 Third Quarter 893.00 893.35 632.20 632.20 Fourth Quarter 864.90 864.00 761.25 761.35

2014 First Quarter 887.00 887.15 755.00 755.60 Second Quarter 1003.40 1002.90 810.00 840.60 Third Quarter 1151.40 1149.90 946.05 947.00 Fourth Quarter 1177.80 1177.00 975.00 975.25

2015 2015, January 1361.85 1360.70 1095.00 1095.00 2015, February 1380.00 1379.00 1208.15 1209.30 2015, March 1402.30 1399.80 1257.45 1257.35 2015, April 1354.15 1345.00 1160.10 1161.80 2015, May 1292.95 1292.80 1147.00 1149.00 2015, June 1314.00 1313.00 1156.00 1156.25 2015, July 1372.40 1370.80 1278.50 1279.30 2015, August 1350.50 1350.50 1093.20 1093.80 2015, September 1244.00 1240.00 1110.10 1113.00 2015, October 1350.00 1350.00 1192.10 1195.30 2015, November 1267.00 1266.65 1157.55 1158.25 2015, December 1233.30 1233.00 1198.05 1199.10 (up to and including the Launch Date)

(vii) Historical dividend information for the Relevant Ex- Payable Date Gross Type Date Amount previous 3 years: (INR) 22 Jun 2012 12 Jul 2012 11 Regular Cash 27 Jun 2013 20 Jul 2013 12.50 Regular Cash 4 Jul 2014 22 Jul 2014 14 Regular Cash 25 Mar 2015 30 Mar 2015 2 Interim 15 Jul 2015 28 Jul 2015 13 Final

C. Reliance Industries Limited (“Company C”) (i) Jurisdiction of incorporation: India

(ii) Closing price as at the Launch Date: The closing price of Reliance Industries Limited as at the Launch Date was INR 977.20 on the NSE and INR 976.80 on the BSE. (iii) Registered office: The registered office of Reliance Industries Limited is at 3/F Maker Chambers IV, 222 Nariman Point, Mumbai, India. (iv) Brief description of business of Share Reliance Industries Ltd. manufactures petrochemicals, Company: synthetic fibers, fiber intermediates, textiles, blended yarn and polyester staple fiber. The Company also owns a petroleum refinery cum petrochemicals complex in Jamnagar, India that produces a wide range of products such as gasoline, superior kerosene oil and liquefied petroleum gas. (v) Market capitalisation: The market capitalisation of Reliance Industries Limited as at the Launch Date was INR 3.165 trillion.

(vi) Historical price information for the previous 3 The table below shows the range of prices for the Shares years: of Reliance Industries Limited as quoted on The National Stock Exchange of India Limited and The BSE Limited for the periods specified.

Relevant Period High Price Low Price NSE BSE NSE BSE 2012 First Quarter 864.70 864.45 687.15 687.55 Second Quarter 762.90 762.40 673.05 673.50 Third Quarter 881.60 881.00 706.65 707.30 Fourth Quarter 862.00 860.40 682.35 761.00

2013 First Quarter 955.00 954.80 764.40 765.00 Second Quarter 873.00 873.00 764.15 765.00 Third Quarter 927.90 927.90 763.90 765.00 Fourth Quarter 926.55 925.00 817.70 818.50

2014 First Quarter 939.80 939.30 793.10 794.00 Second Quarter 1145.25 1142.50 925.00 925.00 Third Quarter 1043.30 1049.90 917.30 918.10 Fourth Quarter 1017.35 1016.20 859.70 859.95

2015 2015, January 934.50 934.25 831.20 831.10 2015, February 943.80 943.10 836.60 837.10 2015, March 909.65 909.00 796.45 796.75 2015, April 944.30 943.80 813.10 814.00 2015, May 915.40 915.50 857.20 857.90 2015, June 1014.10 1013.80 873.65 874.00 2015, July 1067.85 1067.00 983.15 984.30 2015, August 1013.85 1013.20 818.00 819.00 2015, September 899.50 899.00 825.10 825.25 2015, October 974.80 974.00 858.60 858.80 2015, November 992.50 992.00 909.95 910.00 2015, December (up 988.95 988.25 961.25 962.00 to and including the Launch Date)

(vii) Historical dividend information for the Relevant Ex- Payable Gross Type Date Date Amount previous 3 years: (INR) 31 May 2012 8 Jun 2012 8.50 Regular Cash 10 May 2013 7 Jun 2013 9 Regular Cash 16 May 2014 25 Jun 2014 9.50 Regular Cash 8 May 2015 13 Jun 2015 10 Regular Cash

D. Tata Consultancy Services Limited (“Company D”) (i) Jurisdiction of incorporation: India

(ii) Closing price as at the Launch Date: The closing price of Tata Consultancy Services Limited as at the Launch Date was INR 2350.75 on the NSE and INR 2350.85 on the BSE. (iii) Registered office: The registered office of Tata Consultancy Services Limited is at TCS House, Raveline Street Fort, Mumbai 400 001, India. (iv) Brief description of business of Share Tata Consultancy Services, a division of Tata Sons Company: Limited, is a global IT services organization that provides a comprehensive range of IT services to its clients in diverse industries. The Company, caters to finance and banking, insurance, telecommunication, transportation, retail, manufacturing, pharmaceutical, and utility industries. (v) Market capitalisation: The market capitalisation of Tata Consultancy Services Limited as at the Launch Date was INR 4.632 trillion. (vi) Historical price information for the previous 3 The table below shows the range of prices for the Shares of years: Tata Consultancy Services Limited as quoted on The National Stock Exchange of India Limited and The BSE Limited for the periods specified.

Relevant Period High Price Low Price NSE BSE NSE BSE 2012 First Quarter 1280.85 1279.20 1045.30 1047.00 Second Quarter 1295.25 1294.80 1047.65 1046.55 Third Quarter 1439.80 1438.00 1175.20 1175.50 Fourth Quarter 1348.00 1348.00 1055.00 1197.60

2013 First Quarter 1597.60 1598.00 1255.30 1255.00 Second Quarter 1575.00 1575.00 1365.00 1364.00 Third Quarter 2078.80 2075.85 1465.00 1465.25 Fourth Quarter 2258.85 2258.05 1916.70 1911.10

2014 First Quarter 2384.80 2384.20 2011.40 2014.70 Second Quarter 2435.00 2427.00 1999.50 2000.50 Third Quarter 2782.45 2780.00 2335.00 2336.00 Fourth Quarter 2839.70 2834.00 2345.00 2348.25

2015 2015, January 2599.90 2599.05 2407.45 2407.40 2015, February 2730.00 2727.00 2433.00 2436.00 2015, March 2812.10 2810.00 2501.00 2501.65 2015, April 2713.90 2712.00 2401.00 2402.00 2015, May 2648.60 2646.95 2453.70 2456.60 2015, June 2647.10 2644.85 2476.80 2477.00 2015, July 2646.90 2646.65 2455.00 2455.00 2015, August 2752.85 2750.95 2486.00 2485.80 2015, September 2643.70 2641.80 2490.00 2493.90 2015, October 2770.00 2769.00 2455.85 2458.00 2015, November 2547.80 2551.00 2332.50 2333.00 2015, December (up 2378.10 2378.40 2346.50 2347.50 to and including the Launch Date)

(vii) Historical dividend information for the Relevant Payable Date Gross Type Ex-Date Amount previous 3 years: (INR) rd 25 Jan 2012 10 Feb 2012 3 3 Interim 7 Jun 2012 4 Jul 2012 8 Final 7 Jun 2012 4 Jul 2012 8 Special Cash 23 Jul 2012 7 Aug 2012 3 Interim 31 Oct 2012 12 Nov 2012 3 2nd Interim 23 Jan 2013 7 Feb 2013 3 3rd Interim 6 Jun 2013 5 Jul 2013 13 Final 29 Jul 2013 13 Aug 2013 4 Interim 25 Oct 2013 8 Nov 2013 4 2nd Interim 27 Jan 2014 10 Feb 2014 4 3rd Interim 6 Jun 2014 4 Jul 2014 20 Final 28 Jul 2014 8 Aug 2014 5 Interim 28 Jul 2014 8 Aug 2014 40 Special Cash 29 Oct 2014 11 Nov 2014 5 2nd Interim 27 Jan 2015 9 Feb 2015 5 3rd Interim 5 Jun 2015 7 Jul 2015 24 Final 20 Jul 2015 3 Aug 2015 5.50 Interim 23 Oct 2015 30 Oct 2015 5.50 2nd Interim

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 23 September 2015 was authorised by resolutions of the board of directors of the Issuer passed on 18 September 2015.

The Guarantor has obtained all necessary consents, approvals, and authorisations in connection with 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. Section B – Issuer and Guarantor Issuer 22(4)B.1 B.1 The legal and Morgan Stanley Asia Products Limited. 22(9)B.1 22(13)B.1 commercial name of the Issuer 22(4)B.2 22(9)B.2 B.2 The domicile and The Issuer is an exempted company incorporated with limited liability in the Cayman Islands 22(13)B.2

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 22(4)B.4b incorporation

B.4b A description of The business of the Guarantor (being the ultimate holding company of the Issuer) may be

any known trends materially affected by many factors, including: the effect of economic and political conditions A4.5.2.1 affecting the and geopolitical events; the effect of market conditions, particularly in the global equity, fixed A4.5.2.2 Issuer and the income, currency, credit and commodities markets, including corporate and mortgage A4.5.2.3

industries in (commercial and residential) lending and commercial real estate markets and energy markets; the which it operates 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 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 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 and risks and cybersecurity risks (including cyber attacks and business continuity risks); 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. These factors also may have an adverse impact on the Guarantor’s ability to achieve its strategic objectives. B.5 Description of the The Issuer has no subsidiaries. It is wholly owned by Morgan Stanley Asia Securities Products 22(4)B.5

Group and the LLC, which is itself a subsidiary of the Guarantor. The Guarantor is a global financial services

Issuer’s position firm that, through its subsidiaries and affiliates (together with the Guarantor, the Group), provides within the Group a wide variety of products and services to a large and diversified group of clients and customers,

including corporations, governments, financial institutions and individuals.

Not Applicable; the Issuer has chosen not to include a profit forecast or estimate. B.9 Profit forecast or 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 2014 and 2013.

report on the

Issuer’s historical 22(9) B.5 financial 22(13)B.5 information 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 2015 and the audited reports and financial statements relating to the of the Issuer for the year ended 31 December 2014. Issuer Balance Sheet (in U.S.$ ‘000) 31 Dec 2013 31 Dec 2014 30 June 2015 Total assets 7,338,724 10,987,562 17,229,097 Total liabilities and equity 7,338,724 10,987,562 17,229,097

Condensed statement of Six months comprehensive income 31 Dec 31 Dec ended 30 June (in U.S.$ ‘000) 2013 2014 2014 2015 Net gains on financial - - - (5,689) instruments classified as held for trading Net gains on financial - - - 5,689 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 2015 and no material adverse change in the prospects of the Issuer since 31 December 2014, the date of the latest published annual audited accounts of the Issuer. B.13 Recent material Not Applicable. The Issuer considers that no event particular to itself and which is to a material 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 22(4)B.14 of entering into hedging transactions to hedge exposures under the Warrants it issues.

22(9)B.14 22(13)B.14 B.15 Principal activities The Issuer’s business consists of the issuance of financial instruments, with a primary focus on of the Issuer the Asia markets, and the hedging of obligations relating thereto. 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 23 September 2015 (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 in 1981. As a financial legal form of the holding company under the Bank Holding Company Act of 1956, as amended (the BHC Act), it is Guarantor, the subject to the regulation and oversight of the Board of Governors of the Federal Reserve System legislation under (the Federal Reserve). As a major financial services firm, the Guarantor is subject to extensive which the regulation by U.S. federal and state regulatory agencies and securities exchanges and by Guarantor 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 offices 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. The Guarantor operates within the same industry as the any known trends Issuer. affecting the Guarantor and the industries in which it operates

B.5 Description of the The Guarantor is a global financial services firm that, through its subsidiaries and affiliates, 22(4)B.5

Group and the provides a wide variety of products and services to a large and diversified group of clients and

Guarantor’s customers, including corporations, governments, financial institutions and individuals. position within the The Guarantor is the parent and financial holding company of the companies in the Group. Group

Not Applicable; the Guarantor has chosen not to include a profit forecast or estimate. B.9 Profit forecast or 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 2014 and

report on the 2013.

Issuer’s historical 22(9) B.5 financial 22(13)B.5 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 2015 and the audited reports and financial relating to the statements of the Guarantor for the year ended 31 December 2014. Guarantor

Balance Sheet (U.S.$ in 31 Dec 2013 31 Dec 2014 30 June 2015 millions) Total assets 832,702 801,510 825,755 Total liabilities and equity 832,702 801,510 825,755

Consolidated Income Six months Statement 31 Dec 31 Dec ended 30 June (U.S.$ in millions) 2013 2014 2014 2015 Net revenues 32,493 34,275 17,604 19,650 Income from continuing 4,558 3,591 4,302 5,582 operations before income taxes Net income 3,613 3,667 3,501 4,294 There has been no material adverse change in the prospects of the Guarantor since 31 December 2014, the date of the latest published annual audited accounts of the Guarantor, nor any significant change in the financial or trading position of the Guarantor since 30 June 2015.

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 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 22(4)B.14 within the Group

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

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:

22(9)B.14 • Institutional Securities provides financial advisory and capital raising services, including: 22(13)B.14 advice on mergers and acquisitions, restructurings, real estate and project finance; corporate lending; sales, trading, financing and market-making activities in equity and fixed income securities and related products, including foreign exchange and commodities; and investment activities. • Wealth Management provides brokerage and investment advisory services to individual investors and small-to-medium sized businesses and institutions covering various investment alternatives; financial and wealth planning services; annuity and other insurance products; credit and other lending products; cash management services; and retirement services; and engages in fixed income trading, which primarily facilitates clients’ trading or investments in such securities. • Investment Management provides a broad array of investment strategies that span the risk/return spectrum across geographies, asset classes and public and private markets to a diverse group of clients across the institutional and intermediary channels as well as high net worth clients. B.16 Extent to which The Guarantor is a publicly traded company with a principal listing of its ordinary shares on the

the Guarantor is New York Stock Exchange. directly or As of 30 June 2015, the following entities beneficially own more than 5% of the Guarantor’s

indirectly owned common stock: Mitsubishi UFJ Financial Group, Inc. (22.1% holding); State Street Corporation or controlled (7.2% holding); T. Rowe Price Associates, Inc. (5.4% holding). Section C – Securities

A12.4.1.12 C.1 Type and class of The Warrants are Unitary Warrants which are also Warrants relating to a Basket of Shares. Warrants The Warrants will be issued in registered form and will be represented on issue by a Global 22(5)C.1 Warrant which is exchangeable for Definitive Warrants in the limited circumstances specified in 22(12)C.1 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: US61764N1809 Common Code: 133249478

C.2 Currencies Subject to compliance with all relevant laws, regulations and directives, Warrants under the 22(5)C.2 22(12)C.2 Programme may be denominated in any currency or units of exchange and settled in any A5.4.4 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 Provisions are not applicable shall apply, for which the Relevant Jurisdiction is India. Warrants held in a clearing system must be transferred in accordance with the rules, procedures

and regulations of that clearing system. 22(12)C.5 22(5)C.5 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. 22( 5)C.8 A12.4.1.14 the Warrants 22(12)C.8 Status: The Warrants constitute direct, unconditional, unsecured and unsubordinated obligations A12.4.1.7 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 a Basket of Shares relating to the local ordinary shares of the Basket Companies listed on the National Stock Exchange of India (the NSE) and The BSE Limited (the BSE) (the “Shares”) with the Bloomberg Code MSFLCIN2 (the ”Basket”). The issuer of the local ordinary shares comprising the Basket, shall each be referred to as a “Basket Company” and together as the “Basket Companies”. The Basket companies comprising the Basket are: Ticker Name % Index Weight INFO IS Equity Infosys Ltd 17.13271 HDFC IS Equity Housing Development Finance Corp Ltd 15.84315 RIL IS Equity Reliance Industries Ltd 11.15687 TCS IS Equity Tata Consultancy Services Ltd 9.799008 HUVR IS Equity Hindustan Unilever Ltd 5.451399 MM IS Equity Mahindra & Mahindra Ltd 4.420384 HCLT IS Equity HCL Technologies Ltd 4.219985 BHARTI IS Equity Bharti Airtel Ltd 3.377852 DRRD IS Equity Dr Reddy's Laboratories Ltd 3.342636 WPRO IS Equity Wipro Ltd 3.115954 TTMT IS Equity Tata Motors Ltd 2.877587 APNT IS Equity Asian Paints Ltd 2.13674 ARBP IS Equity Aurobindo Pharma Ltd 1.901132 BPCL IS Equity Bharat Petroleum Corp Ltd 1.40725 DABUR IS Equity Dabur India Ltd 1.28616 GCPL IS Equity Godrej Consumer Products Ltd 1.283699 NEST IS Equity Nestle India Ltd 1.190267 HMCL IS Equity Hero MotoCorp Ltd 1.151976 UPLL IS Equity UPL Ltd 1.034636 TTMT/A IS Equity Tata Motors Ltd 0.941226 APHS IS Equity Apollo Hospitals Enterprise Ltd 0.917739 BHFC IS Equity Bharat Forge Ltd 0.798866 DIVI IS Equity Divi's Laboratories Ltd 0.790919 HNDL IS Equity Hindalco Industries Ltd 0.778464 SIEM IS Equity Siemens Ltd 0.747566 TATA IS Equity Tata Steel Ltd 0.637326 MMFS IS Equity Mahindra & Mahindra Financial Services 0.602723 Ltd PIEL IS Equity Piramal Enterprises Ltd 0.58422 CAIR IS Equity Cairn India Ltd 0.541396 SKB IS Equity GlaxoSmithKline Consumer Healthcare Ltd 0.530166

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 8 December 2015. 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 Share 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 Share; if the Cash Settlement Amount is zero, it represents a total loss of the amount paid for the Warrant. C.16 Expiration/ The Warrants expire on 3 December 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 Share. return on The Cash Settlement Amount payable in respect of each Warrant is determined as follows: derivative securities Subject to a minimum of zero, (I) the product of (x) the average of the Settlement Price, expressed in the Settlement Currency, on each of the five Exchange Business Days prior to and including the Actual Exercise Date or Expiration Date, as applicable, and (y) the Share Amount applicable on the Actual Exercise Date or Expiration Date, as applicable, minus (II) the Strike Price. Unless otherwise specified, capitalised terms shall have the following meanings: Actual Exercise Date means in the case of American Style Warrants the date during the Exercise Period on which the Warrant is actually exercised or is deemed to be exercised; Exchange Business Day means any scheduled trading day on which each Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its scheduled closing time; Settlement Currency shall have the meaning specified in the applicable Final Terms; Share Amount shall have the meaning specified in the applicable Final Terms; and Strike Price shall have the meaning specified in the applicable Final Terms. C.19 Description of The Settlement Price of each Warrant shall be exercise price or the Indian Share VWAP for one Share. final reference price of Unless otherwise specified, capitalised terms shall have the following meanings: underlying asset BSE means the BSE Limited; in relation to derivative BSE Quantity means the number of Shares traded on the BSE on the relevant date, as published securities by the BSE; BSE VWAP means the volume weighted average price for the Shares traded on the BSE (as published by Bloomberg Financial Markets Information Service), as determined by the Calculation Agent, after the BSE close on the relevant date; Indian Share VWAP means the volume weighted average price calculated using the following formula:

NSE VWAP NSE Quantity BSE VWAPBSE Quantity NSE Quantity BSE Quantity

NSE means the National Stock Exchange of India Limited; NSE Quantity means the number of Shares traded on the NSE on the relevant date, as published by the NSE; NSE VWAP means the volume weighted average price for the Shares traded on the NSE (as published by Bloomberg Financial Markets Information Service), as determined by the Calculation Agent, after the NSE close on the relevant date;

C.20 Description of The Shares comprising the Basket have been issued by issuers of local ordinary shares listed on underlying asset the NSE and the BSE and information relating to it can be found at Bloomberg Financial Markets and where Information 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 admitted admission to to trading on the Irish Stock Exchange’s regulated market with effect from 8 December 2015. trading/ 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. The Guarantor may Guarantor experience declines in the value of its financial instruments and other losses related to volatile and illiquid market conditions. Holding large and 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, and a default by a large financial institution could adversely affect financial markets generally. Such factors give rise to a 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 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.

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 of reputation 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. This risk also includes contractual and commercial risk, such as the risk that a counterparty’s performance obligations will be unenforceable. 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 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 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. 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 Shares is not directly an investment in the Shares. Warrantholders will not have any rights in relation to the underlying assets nor will it have any recourse to the relevant issuer. Neither the Issuer nor the Guarantor has an ability to control or predict any actions of the issuer of the underlying Shares. The Issuer may limit the number of Warrants that are exercisable on any date (other than the final exercise date). 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

22(5)E.3 E.3 Terms and The Warrants will be offered to investors by the Dealer at an issue price of 14.1099 per Warrant. 22(12)E.3 Conditions of the The minimum number of Warrants that an investor may purchase is 17,719. Offer

22(5)E.4 E.4 Interests of So far as the Issuer is aware, no person involved in the offer of the Warrants has an interest 22(12)E.4 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 22(4)E.7 22(12)E.7 expenses charged respect of all the Warrants being issued. 22(9)E.7 to the investor by the Issuer