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Morgan Stanleigh

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XS1625034480 ( en USD )

14/07/2022 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley XS1625034480 en USD 0%, échue

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1 831 000 USD

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Royaume-uni ) , en USD, avec le code ISIN XS1625034480, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2022

OFFERING CIRCULAR FOR NOTES, WARRANTS AND CERTIFICATES
26 June 2023

as issuer and guarantor
(incorporated under the laws of the State of Delaware in the United States of America)
MORGAN STANLEY & CO. INTERNATIONAL PLC
as issuer
(incorporated with limited liability in England and Wales)
MORGAN STANLEY B.V.
as issuer
(incorporated with limited liability in The Netherlands)
MORGAN STANLEY FINANCE LLC
as issuer
(formed under the laws of the State of Delaware in the United States of America)
MORGAN STANLEY FINANCE II LTD
as issuer
(incorporated with limited liability in the Bailiwick of Jersey)
MORGAN STANLEY EUROPE SE
as issuer
(incorporated with limited liability under the laws of Germany)

Regulation S / 144A Program for the Issuance of Notes, Series A and B, Warrants and Certificates
Under the Regulation S / 144A Program for the Issuance of Notes, Series A and B, Warrants and Certificates (the
"Program") described in this Offering Circular (the "Offering Circular"), Morgan Stanley ("Morgan Stanley"),
Morgan Stanley & Co. International plc ("MSI plc" or "MSIP"), Morgan Stanley B.V. ("MSBV"), Morgan Stanley
Finance LLC ("MSFL"), Morgan Stanley Finance II Ltd ("MSFII") and Morgan Stanley Europe SE ("MSESE") or any
of Morgan Stanley's subsidiaries that accedes to the Program (each, an "Additional Issuer" and, together with Morgan
Stanley, MSI plc, MSBV, MSFL, MSFII and MSESE, the "Issuers" and each, an "Issuer") may offer from time to time
Series A Notes and Series B Notes (together, the "Notes") and (with the exception of MSFL and MSFII), Warrants (the
"Warrants") and Certificates (the "Certificates"). The Notes, Warrants and Certificates which are being offered under
this Offering Circular (including, in the case of English Law Notes, as issued under the Issue and Paying Agency
Agreement and, in the case of Warrants and Certificates, as issued under the Securities Agency Agreement (in each case,
as defined below)) shall be referred to collectively as "Program Securities" in this Offering Circular.
References herein to "this Offering Circular" shall, where applicable, be deemed to be references to this Offering
Circular as supplemented from time to time. The specific terms of any Program Securities will be as set forth in this
Offering Circular and (i) completed by the applicable Pricing Supplement prepared in relation to the Program Securities,
or (ii) supplemented, amended and/or replaced to the extent described in the relevant drawdown Listing Particulars (as
defined in the rules of the Global Exchange Market of Euronext Dublin, as revised from time to time, or as defined in the
rules of the GSX Global Market of the Gibraltar Stock Exchange), as the case may be.
The payment of all amounts due in respect of Program Securities issued by MSBV, MSFL, MSFII or an Additional Issuer
will, unless specified otherwise in the appropriate Pricing Supplement or, in the case of an Additional Issuer, in the
accession agreement pursuant to which such Additional Issuer accedes to the Program, be unconditionally and irrevocably
guaranteed by Morgan Stanley (in such capacity, the "Guarantor") pursuant to a guarantee dated as of 26 June 2023 (as
supplemented and/or amended and/or restated and/or replaced from time to time). Payment of amounts due in respect of
Notes, Warrants and Certificates issued by MSI plc is not guaranteed by Morgan Stanley.
Unless otherwise specified in the applicable Pricing Supplement, the Program Securities are not intended to be offered,
sold or otherwise made available and should not be offered, sold or otherwise made available to "retail clients" in the

European Economic Area (the "EEA") as defined in the rules set out in the Markets in Financial Instruments Directive
2014/65/EU, as amended ("MiFID II") or in the United Kingdom (the "UK") as defined in the rules set out in Regulation
(EU) No 2017/565 as it forms part of "retained EU law" as defined in the European Union (Withdrawal) Act 2018 (the
"EUWA"). Prospective investors are referred to the sections headed "PRIIPs / IMPORTANT EEA RETAIL
INVESTORS" and "UK PRIIPs/IMPORTANT UK RETAIL INVESTORS" beginning on on page ix of this Offering
Circular for further information.
As further described below, Program Securities may be sold to a person that is not a U.S. person (within the meaning of
Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act")), in an "offshore
transaction" within the meaning of Regulation S ("Regulation S Securities"). Regulation S Securities will be represented
by interests in a permanent global registered security (each, a "Regulation S Registered Global Instrument"), without
coupons, which will be registered in the name of a nominee for, and shall be deposited on its issue date with a common
depositary on behalf of, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). In addition, Program Securities may be sold in reliance on Rule 144A under the
Securities Act ("Rule 144A"), in addition to Regulation S ("Regulation S/Rule 144A Securities"). Regulation S/Rule
144A Securities will be offered and sold only to "qualified institutional buyers" ("QIBs") within the meaning of Rule
144A or to a person that is not a U.S. person in an offshore transaction. However, any Regulation S/Rule 144A Securities
issued by MSBV may only be sold to QIBs that are also qualified purchasers ("QPs") as defined in Section 2(a)(51) of
the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules thereunder (such
person, a "QIB/QP") or to a person that is not a U.S. person in an offshore transaction. Regulation S/Rule 144A Securities
will be represented by (i) one or more global registered securities (each, a "Regulation S/Rule 144A Registered Global
Instrument" and, together with any Regulation S Registered Global Instrument, the "Registered Global Instruments"),
without coupons, which will be deposited with (1) a custodian for, and registered in the name of Cede & Co. as nominee
for, The Depository Trust Company ("DTC") or (2) a common depository acting on behalf of Euroclear or Clearstream,
Luxembourg and/or any other relevant clearing system on its issue date or (ii) individual registered securities ("Individual
Registered Securities") as identified in the relevant Pricing Supplement. Beneficial interests in Registered Global Instruments
will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Clearstream,
Luxembourg and Euroclear and their participants. Individual Registered Securities will not be eligible for trading on the
facilities of DTC, Euroclear or Clearstream, Luxembourg. The provisions governing the exchange of interests in Registered
Global Instruments for Individual Registered Securities are described in the "Form of Securities" section of this Offering
Circular.
MSBV, MSFL and MSIP may offer and sell Regulation S Securities and/or Regulation S/Rule 144A Securities. All
Regulation S/Rule 144A Securities offered and sold by MSFL and MSIP will be offered and sold only to QIBs and/or
non-U.S. persons in offshore transactions. All Regulation S/Rule 144A Securities offered and sold by MSBV will be
offered and sold only to QIB/QPs and/or to a person that is not a U.S. person in an offshore transaction. Morgan Stanley,
MSFII and MSESE will only offer and sell Regulation S Securities
These Program Securities are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted herein. Investors should be aware that they may be required to bear the financial risks
of this investment for an indefinite period of time.
In addition to the restrictions described above, transfers and resales of Program Securities issued by MSBV are
subject to further conditions and restrictions. As a condition to its acquisition of any such Program Securities,
each purchaser of such Program Securities may be required to execute and deliver to MSBV a purchaser certificate
pursuant to which it will be required to make certain acknowledgements, representations, warranties and
agreements, including, without limitation that (i) such purchaser is a non-U.S. person or, solely in the case of
Regulation S/Rule 144A Program Securities, a QIB/QP (an "MSBV Permitted Transferee") and (ii) it understands
and agrees to comply with the conditions and restrictions set forth in the following paragraph.
A holder of Program Securities issued by MSBV may offer, sell or otherwise transfer such Program Securities
only to (i) MSBV, a Distribution Agent or any of their affiliates or (ii) an MSBV Permitted Transferee. MSBV has
the right to refuse to honour the transfer or pledge of any Program Securities that do not meet the transfer
restrictions and other restrictions and conditions described herein. Each purchaser of such Program Securities
will be deemed to represent and warrant that it agrees to comply with the transfer restrictions and other
restrictions and conditions set forth in this Offering Circular or the Pricing Supplement. Any purported transfer
or pledge of such Program Securities that is in breach, at the time made, of any transfer restrictions or other
restrictions or conditions set forth in this Offering Circular or the Pricing Supplement may be void ab initio. If,
at any time, MSBV determines in good faith that (i) a holder of such Program Securities is in breach, at the time
given, of any of the transfer restrictions or other restrictions or conditions set forth in this Offering Circular or
the Pricing Supplement, (ii) a transfer or attempted or purported transfer of any such Program Securities was
ii

consummated in reliance on an incorrect purchaser certificate from the transferee or purported transferee, (iii) a
transferee failed to deliver to MSBV a purchaser certificate satisfactory in form to it, (iv) the holder of such
Program Securities was in breach of any representation, warranty or agreement contained in the purchaser
certificate or (v) the holder of such Program Securities pledges or attempts or purports to pledge such Program
Securities, MSBV may, in its discretion, consider the acquisition by such person or such pledge void and of no
force and effect, and such acquisition or pledge will not, at the discretion of MSBV, operate to transfer any rights
to the transferee notwithstanding any instructions to the contrary to MSBV or any other intermediary. In
addition, MSBV may require such acquirer or beneficial owner to sell the Program Securities to a non-U.S. person
or QIB/QP. In connection with the foregoing, MSBV may receive a list of participants holding positions in the
Program Securities from one or more book-entry depositaries. For the purposes of the foregoing, references to
holders and purchasers of Program Securities include beneficial owners and purchasers of beneficial interests in
such Program Securities.
This Offering Circular was approved as an offering circular on 26 June 2023 in Switzerland by SIX Exchange
Regulation AG ("SIX Exchange Regulation") in its capacity as Swiss Prospectus Office. The Program Securities
consist of derivative components and do not qualify as units of a collective investment scheme according to the
relevant provisions of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006 ("CISA"), as
amended, and are not registered thereunder. Therefore, the Program Securities are neither governed by the CISA
nor supervised by the Swiss Financial Market Supervisory Authority ("FINMA"). Accordingly, investors do not
have the benefit of the specific investor protection provided under the CISA.
This Offering Circular is valid for 12 months as of 26 June 2023 and may be supplemented from time to time.

MORGAN STANLEY

as Arranger
iii

Important Notices
Warning
This Offering Circular does not constitute a "prospectus" for the purposes of Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of "retained EU law",
as defined in the EUWA (the "UK Prospectus Regulation"), and has been prepared on the basis that no
prospectus shall be required under the Prospectus Regulation or UK Prospectus Regulation for any Program
Securities to be offered and sold under it. This Offering Circular has not been approved or reviewed by any
regulator which is a competent authority under the Prospectus Regulation in the EEA or in any other
jurisdiction.
Approvals
This Offering Circular has been approved by:
(i)
The Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") as base Listing
Particulars pursuant to the listing and admission to trading rules of Euronext Dublin for the purpose
of providing information with regard to the issue of Program Securities hereunder, to be admitted to
the Official List of Euronext Dublin and trading on its Global Exchange Market during the twelve
month period following the date hereof. The Global Exchange Market is the exchange regulated
market of Euronext Dublin and is not a regulated market for the purposes of MiFID II;
(ii)
the Luxembourg Stock Exchange pursuant to the appendices to the Rules and Regulations of the
Luxembourg Stock Exchange, to be admitted to trading on the Luxembourg Stock Exchange's Euro
MTF market and to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's Euro MTF market is not a regulated market for the purposes of MiFID II or Article
2(1)(13A) of Regulation (EU) 600/2014 as it forms part of "retained EU law" as defined in the
EUWA. Pursuant to Part 2 / Chapter 2 / point 206 of the Rules and Regulations of the Luxembourg
Stock Exchange, every significant new factor relating to the information contained in this Offering
Circular, which is capable of affecting the assessment of the Program Securities and arises after the
date hereof, shall be covered by a supplement to this Offering Circular. This Offering Circular
constitutes a prospectus for the purpose of Part IV of the Luxembourg law on prospectuses for
securities dated July 16, 2019;
(iii)
the Gibraltar Stock Exchange (GSX Limited) pursuant to the Listing Code for Debt Securities of the
Gibraltar Stock Exchange, to be listed on the Global Market of the Gibraltar Stock Exchange; and
(iv)
the SIX Exchange Regulation in its capacity as Swiss Prospectus Office within the meaning of the
Swiss Federal Act on Financial Services of 15 June 2018 ("FinSA").
Listing
Applications have been made for the Series A Notes, the Warrants and the Certificates to be:
(i)
admitted to the Official List of Euronext Dublin and trading on its Global Exchange Market. As noted
above, the Global Exchange Market is the exchange regulated market of Euronext Dublin and is not
a regulated market for the purposes of MiFID II;

(ii)
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg
Stock Exchange's Euro MTF market;
(iii)
listed on the Global Market of the Gibraltar Stock Exchange; and
(iv)
admitted to listing and trading on the SIX Swiss Exchange,
in each case during the period from and including the date hereof up to but excluding 26 June 2024.
The applicable Pricing Supplement will specify where the Series A Notes will be listed.
The Series B Notes will not be admitted to listing, trading and/or quotation by any listing authority, stock
exchange and/or quotation system.
i

The applicable Pricing Supplement will specify whether and where the Warrants or the Certificates (as
applicable) will be listed.
The distribution of this Offering Circular and any Pricing Supplement and the offering, sale and
delivery of the Program Securities in certain jurisdictions may be restricted by law. None of the Issuers
is making an offer of the Program Securities in any state or other jurisdiction where the offer is not
permitted. Persons into whose possession the Offering Circular or any Pricing Supplement comes are
required by each Issuer and the Distribution Agents to inform themselves about and to observe any of
those restrictions.
Neither this Offering Circular nor any Pricing Supplement may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which that offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation.
None of the Issuers, the Guarantor or Morgan Stanley & Co. LLC or MSIP as Distribution Agents for
the Program Securities has or will take any action in any country or jurisdiction that would permit a
public offering of the Program Securities or possession or distribution of any offering material in
relation to a public offering in any country or jurisdiction where action for that purpose is required.
Each investor must comply with all applicable laws and regulations in each country or jurisdiction in
or from which the investor purchases, offers, sells or delivers the Program Securities or has in the
investor's possession or distributes this Offering Circular or any accompanying Pricing Supplement.
No action has been or will be taken by any of the Issuers, the Guarantor, the Distribution Agents or any
dealer that would permit a public offering of the Program Securities or possession or distribution of
this Offering Circular or any accompanying Pricing Supplement in any jurisdiction where action for
that purpose is required.
Neither the Offering Circular nor any Pricing Supplement constitutes a recommendation by any Issuer,
the Guarantor, the Distribution Agents or any of them that any recipient of the Offering Circular or
any Pricing Supplement should subscribe for or purchase any Program Securities. Each recipient of
the Offering Circular or any Pricing Supplement will be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the relevant Issuer, the Guarantor, if applicable,
and of the particular terms of any offered Program Securities.
You should rely only on the information contained or incorporated by reference or provided in this
Offering Circular or the relevant Pricing Supplement. None of the Issuers nor the Guarantor has
authorized anyone else to provide you with different or additional information. You should not assume
that the information in this Offering Circular or the relevant Pricing Supplement is accurate as of any
date subsequent to the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented.
Subject to applicable securities laws, effective from the date of commencement of discussions concerning
the offering, you and each of your employees, representatives, or other agents may disclose to any and
all persons, without limitation of any kind, the tax treatment and tax structure of the offering and all
materials of any kind, including opinions or other tax analyses, that the relevant Issuer has provided to
you relating to such tax treatment and tax structure. However, the foregoing does not constitute an
authorization to disclose the identity of any of the Issuers or the Guarantor, or their affiliates, agents or
advisors, or, except to the extent relating to such tax structure or tax treatment, any specific pricing
terms or commercial or financial information.
For a description of certain restrictions on offers, sales and deliveries of Program Securities and on the
distribution of the Offering Circular or any Pricing Supplement and other offering material relating to
the Program Securities, see "Subscription and Sale."
The Offering Circular should be read and construed with any amendment or supplement thereto and
with any other documents incorporated by reference and, in relation to any offering of Program
Securities, should be read and construed together with the relevant Pricing Supplement.
None of the Issuers, the Guarantor, the Distribution Agents or any of their respective representatives is
making any representation to any offeree or purchaser of the Program Securities regarding the legality
of an investment by such offeree or purchaser under appropriate legal investment or similar laws. Each
ii

investor should consult with his own advisers as to the legal, tax, business, financial and related aspects
of a purchase of the Program Securities.
THE PROGRAM SECURITIES, ANY INTEREST THEREIN AND ANY GUARANTEE IN
RESPECT THEREOF, AND THE SECURITIES TO BE DELIVERED ON EXERCISE OR
REDEMPTION OF THE PROGRAM SECURITIES (IF ANY), MAY NOT BE OFFERED, SOLD,
PLEDGED, ASSIGNED, DELIVERED OR OTHERWISE TRANSFERRED, EXERCISED OR
REDEEMED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS
THAT (A) IN THE CASE OF REGULATION S SECURITIES, IT IS ACQUIRING THIS NOTE IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S OR (B) IN THE CASE
OF REGULATION S/RULE 144A SECURITIES, IT IS A QIB (AND, IN THE CASE OF PROGRAM
SECURITIES ISSUED BY MSBV, A QIB/QP OR IT IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S).

In making an investment decision, investors must rely on their own examination of the relevant Issuer
and the Guarantor, if applicable, and the terms of the offering, including the merits and risks involved.
These Program Securities have not been recommended by any United States federal or state securities
commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the
accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal
offense.
Each person receiving this Offering Circular acknowledges that (i) such person has been afforded an
opportunity to request from the relevant Issuer and to review all additional information it considers to
be necessary to verify the accuracy of, or to supplement, the information contained in this Offering
Circular and the relevant Pricing Supplement, (ii) such person has not relied on the Distribution Agents
or any person affiliated with the Distribution Agents in connection with its investigation of the accuracy
of such information or its investment decision, and (iii) no person has been authorized to give any
information or to make any representation concerning any Issuer, the Guarantor or the Program
Securities other than as contained in this Offering Circular or the relevant Pricing Supplement and, if
given or made, any such other information or representation should not be relied upon as having been
authorized by any Issuer, the Guarantor or the Distribution Agents.
MiFID II product governance / target market
The Pricing Supplement in respect of any Program Securities may include a legend entitled "MiFID II
Product Governance" which will outline the target market assessment in respect of the Program Securities
and which channels for distribution of the Program Securities are appropriate. Any person subsequently
offering, selling or recommending the Program Securities (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Program Securities (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
dealer subscribing for any Program Securities is a manufacturer in respect of such Program Securities, but
otherwise neither the dealer(s) nor any of its respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
UK MiFIR product governance / target market
The Pricing Supplement in respect of any Program Securities may include a legend entitled "UK MiFIR
Product Governance" which will outline the target market assessment in respect of the Program Securities
and which channels for distribution of the Program Securities are appropriate. Any person subsequently
offering, selling or recommending the Program Securities (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Program Securities (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
iii

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any dealer subscribing for any Program Securities is a manufacturer in respect of such
Program Securities, but otherwise neither dealer(s) nor any of its respective affiliates will be a manufacturer
for the purpose of the UK MiFIR Product Governance Rules.
Benchmarks Regulation

Interest and/or other amounts payable under the Program Securities may be calculated by reference to certain
reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU)
2016/1011 of the European Parliament and of the Council on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment funds (the "Benchmarks
Regulation") and the Benchmarks Regulation as it forms part of domestic law by virtue of the EUWA (the
"UK Benchmarks Regulation"). If any such reference rate does constitute such a benchmark, the Pricing
Supplement will indicate whether or not the benchmark is provided by an administrator included in the register
of administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmarks
Regulation and whether or not the benchmark is provided by an administrator included in the register of
administrators and benchmarks established and maintained by the United Kingdom Financial Conduct
Authority ("FCA") pursuant to Article 36 (Register of administrators and benchmarks) of the UK Benchmarks
Regulation. Transitional provisions in the Benchmarks Regulation and the UK Benchmarks Regulation may
have the result that the administrator of a particular benchmark is not required to appear in the relevant register
of administrators and benchmarks at the date of the Pricing Supplement. The registration status of any
administrator under the Benchmarks Regulation and the UK Benchmarks Regulation is a matter of public
record and, save where required by applicable law, the Issuer does not intend to update the Pricing Supplement
to reflect any change in the registration status of the administrator.
Responsibility statements
Each of Responsible Persons accepts responsibility for the information contained in this Offering Circular and
the Registration Document dated 9 December 2022 (the "Registration Document") and any supplements
thereto, and to the best of the knowledge of the Responsible Persons (each having taken all reasonable care to
ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts
and does not omit anything likely to affect the import of such information.
"Responsible Person" means:
(i) Morgan Stanley in relation to (A) this Offering Circular which comprises this Offering Circular with the
exception of: (i) the items under the sub-sections entitled "Morgan Stanley & Co. International plc", "Morgan
Stanley B.V.", "Morgan Stanley Finance LLC", "Morgan Stanley Finance II Ltd" and "Morgan Stanley
Europe SE" in the section entitled "Incorporation by Reference" set out at pages 64-76; (ii) the sub-sections
entitled "Selected key financial information relating to MSI plc", "Selected key financial information relating
to MSBV", "Selected key financial information relating to MSFL", "Selected key financial information relating
to MSFII" and "Selected key financial information relating to MSESE" contained in the Overview section set
out on pages 3-4; (iii) the section entitled "Description of Morgan Stanley Finance II Ltd" set out on pages
800-802; (iv) the section entitled "Description of Morgan Stanley Europe SE " set out on pages 816-819 and
(v) Items 1(b)-(f), 2(b)-(f), 3(c), 5(b)-(f), 7-11 and 12(b)-(f) in the section entitled "General Information" set
out at pages 908-914; and (B) the Morgan Stanley registration document (the "Morgan Stanley Registration
Document") which comprises the Registration Document with the exception of (i) Items 6 to 14 in the section
entitled "Information Incorporated by Reference" set out at pages 20-31; and (ii) the sections entitled
"Description of Morgan Stanley & Co. International plc" set out at pages 55-59; "Description of Morgan
Stanley B.V." set out at pages 60-63 and "Description of Morgan Stanley Finance LLC" set out at pages 64-
66;
(ii) MSI plc in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items under the headings "Morgan Stanley", "Morgan Stanley B.V.", "Morgan Stanley Finance LLC",
"Morgan Stanley Finance II Ltd" " and "Morgan Stanley Europe SE" in the section entitled "Incorporation
by Reference" set out at pages 64-76; (ii) the sections entitled "Selected key financial information relating to
Morgan Stanley", "Selected key financial information relating to MSBV", "Selected key financial information
relating to MSFL", "Selected key financial information relating to MSFII" and "Selected key financial
information relating to MSESE" contained in the Overview section set out on pages 3-4; (iii) the section
entitled "Description of Morgan Stanley Finance II Ltd" set out on pages 800-802; (iv) the section entitled
iv

"Description of Morgan Stanley Europe SE " set out on pages 816-819; and (v) Items 1(a) and (c)-(e), 2(a)
and (c)-(e), 3(a)-(b) and (c)(ii)- (iii), 5(a) and (c)-(e), 6, 8-10 and 11(a) and (c)-(e) in the section entitled
"General Information" set out at pages 908-14; and (B) the MSI plc registration"document (the "MSI plc
Registration Document") which comprises the Registration Document with the exception of (i) Items 1 to 5
and 9 to 14 in the section entitled "Information Incorporated by Reference" set out at pages 20-31; and (ii) the
sections entitled "Description of Morgan Stanley" set out at pages 33-54; "Description of Morgan Stanley
B.V." set out at pages 60-63; "Description of Morgan Stanley Finance LLC" set out at pages 64-66; and
"Subsidiaries of Morgan Stanley as of 31 December 2021" set out at page 67;
(iii) MSBV in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items under the headings "Morgan Stanley", "Morgan Stanley & Co. International plc", "Morgan
Stanley Finance LLC", "Morgan Stanley Finance II Ltd" " and "Morgan Stanley Europe SE" in the section
entitled "Incorporation by Reference" set out at pages 64-76; (ii) the sections entitled "Selected key financial
information relating to Morgan Stanley", "Selected key financial information relating to MSI plc", "Selected
key financial information relating to MSFL", "Selected key financial information relating to MSFII" and
"Selected key financial information relating to MSESE" contained in the Overview section set out on pages 3-
4; (iii) the section entitled "Description of Morgan Stanley Finance II Ltd" set out on pages 800-802; (iv) the
section entitled "Description of Morgan Stanley Europe SE " set out on pages 816-819; and (v) Items 1(a)-
(b) and (d)-(e), 2(a)-(b) and (d)-(e), 3(a)-(b) and (c)(i) and (iii), 5(a)-(b) and (d)-(e), 6-7, 9-10 and 11(a)-(b)
and (d)-(e) in the section entitled "General Information" set out at pages 908-14; and (B) the MSBV
registration document (the "MSBV Registration Document") which comprises the Registration Document
with the exception of (i) Items 1 to 8 and 12 to 14 in the section entitled "Information Incorpotated by
Reference" set out at pages 20-31; and (ii) the sections entitled "Description of Morgan Stanley" set out at
pages 33-54; "Description of Morgan Stanley & Co. International plc" set out at pages 55-59; "Description of
Morgan Stanley Finance LLC" set out at pages 64-66; and "Subsidiaries of Morgan Stanley as of 31 December
2021" set out at page 67;
(iv) MSFL in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items under the headings "Morgan Stanley", "Morgan Stanley & Co. International plc", "Morgan
Stanley B.V.", "Morgan Stanley Finance II Ltd" " and "Morgan Stanley Europe SE" in the section entitled
"Incorporated by Reference" set out at pages 64-76; (ii) the sections entitled "Selected key financial
information relating to Morgan Stanley", "Selected key financial information relating to MSI plc", "Selected
key financial information relating to MSBV", "Selected key financial information relating to MSFII" and
"Selected key financial information relating to MSESE" contained in the Overview section set out on pages 3-
4; (iii) the section entitled "Description of Morgan Stanley Finance II Ltd" set out on pages 800-802; (iv) the
section entitled "Description of Morgan Stanley Europe SE " set out on pages 816-819; and (v) Items 1(a)-
(c) and (e), 2(a)-(c) and (e), 3(a)-(b) and (c)(i)- (ii), 5(a)-(c) and (e), 6-8, 10 and 11(a)-(c) and (e) in the section
entitled "General Information" set out at pages 904-18; and (B) the MSFL registration document (the "MSFL
Registration Document") which comprises the Registration Document with the exception of (i) Items 1 to
11 in the section entitled "Information Incorporated by Reference" set out at pages 20-31; and (ii) the sections
entitled "Description of Morgan Stanley" set out at pages 33-54; "Description of Morgan Stanley & Co.
International plc" set out at pages 55-59; "Description of Morgan Stanley B.V." set out at pages 60-63; and
"Subsidiaries of Morgan Stanley as of 31 December 2021" set out at page 67;
(v) MSFII in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items under the headings "Morgan Stanley", "Morgan Stanley & Co. International plc", "Morgan
Stanley B.V.", "Morgan Stanley Finance LLC" " and "Morgan Stanley Europe SE" in the section entitled
"Incorporated by Reference" set out at pages 64-76; (ii) the sections entitled "Selected key financial
information relating to Morgan Stanley", "Selected key financial information relating to MSI plc", "Selected
key financial information relating to MSBV", "Selected key financial information relating to MSFL" and
"Selected key financial information relating to MSESE" contained in the Overview section set out on pages 3-
4; (iii) the section entitled "Description of Morgan Stanley Europe SE " set out on pages 816-819; and (iv)
Items 1(a)-(d), 2(a)-(d), 3(a)-(c), 5(a)-(d), 6-9 and 11(a)-(d) in the section entitled "General Information" set
out at pages 908-14.
(vi) MSESE in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) items under the heading "Morgan Stanley", "Morgan Stanley & Co. International plc", "Morgan Stanley
B.V.", "Morgan Stanley Finance LLC" and "Morgan Stanley Finance II Ltd" in the section entitled
"Incorporated by Reference" set out on pages 64-76; (ii) the sections entitled "Selected key financial
information relating to Morgan Stanley", "Selected key financial information relating to MSI plc", "Selected
key financial information relating to MSBV", "Selected key financial information relating to MSFL" and
v

"Selected key financial information relating to MSFII" contained in the "Overview" section set out on pages
2-4; and (iii) Items 1(a)-(e), 2(a)-(e), 3(a)-(c), 5(a)-(e), 6-10 and 11(a)-(e) in the section entitled "General
Information" set out on pages 908-14.
However, see "No consent given or responsibility taken for any public offerings in the EEA or in the UK"
below.
Offering restrictions in Switzerland
This Offering Circular has been approved in Switzerland by SIX Exchange Regulation in its capacity as Swiss
Prospectus Office within the meaning of FinSA. If and to the extent the Program Securities will be publicly
offered, directly or indirectly, in Switzerland within the meaning of the FinSA or if the Program Securities
shall be admitted to trading on a Swiss trading venue within the meaning of the Swiss Federal Financial Market
Infrastructure Act of 19 June 2015 ("FMIA"), e.g. SIX Swiss Exchange AG (the "SIX Swiss Exchange"), a
prospectus pursuant to the requirements of article 40 et seq. FinSA is required (the Program Securities not
falling into the scope of the requirement to be issued under a prospectus in the sense of the FinSA are
hereinafter referred to as the "FinSA Exempt Program Securities"). Such requirement will be met by an
issuance under (i) a Pricing Supplement prepared on the basis of the pro forma Pricing Supplement in this
Offering Circular that does not specify the Program Securities as FinSA Exempt Program Securities and (ii)
depositing the relevant Pricing Supplement as soon as it is in final form and, in any case, prior to any public
offering in Switzerland or admission to trading in Switzerland of such Program Securities with a Swiss
Prospectus Office in accordance with the requirements of FinSA. The Program Securities other than FinSA
Exempt Program Securities may be publicly offered on the basis of this Offering Circular and the Pricing
Supplement pertaining to the Program Securities in Switzerland in accordance with the requirements of the
FinSA.
As regards FinSA Exempt Program Securities, neither this Offering Circular nor any other offering or
marketing material relating to the Securities constitutes a prospectus pursuant to the FinSA, and neither this
Offering Circular nor any other offering or marketing material relating to the Program Securities may be
publicly distributed or otherwise made publicly available in Switzerland, unless the requirements of FinSA
for such public distribution are complied with. FinSA Exempt Program Securities may only be offered, sold
or advertised, directly or indirectly, in Switzerland if the Program Securities (a) are addressed solely to
investors classified as Professional or Institutional Clients; (b) are addressed to fewer than 500 Retail Clients;
(c) are addressed to investors acquiring securities to the value of at least CHF 100,000; (d) have a minimum
denomination per unit of CHF 100,000; or (e) do not exceed a total value of CHF 8 million over a 12-month
period. All clients other than professional clients (professionelle Kunden) and institutional clients
(institutionelle Kunden), as defined in Article 4 para. 3, 4 and 5 and Article 5 para. 1 and 2 FinSA
("Professional or Institutional Clients"), are retail clients ("Retail Clients"). Professional or Institutional
Clients include: (a) financial intermediaries regulated pursuant to the Swiss Federal Banking Act of 8
November 1934, the Swiss Federal Financial Institutions Act of 15 June 2018 ("FinIA") or the CISA; (b)
regulated insurance undertakings pursuant to the Swiss Federal Insurance Supervision Act of 17 December
2004; (c) foreign financial intermediaries or insurance undertakings subject to a similar prudential supervision
as the financial intermediaries or insurance undertakings pursuant to (a) and (b); (d) central banks; (e) public
entities with professional treasury operations; (f) pension funds and occupational pension schemes with
professional treasury operations; (g) undertakings with professional treasury operations; (h) large companies
that exceed two of the following thresholds: (i) a balance sheet total of CHF 20 million, (ii) turnover of CHF
40 million, and/or (iii) own capital of CHF 2 million; (i) private investment structures for high-net worth
individuals with professional treasury operations; and (j) Opting-out Clients.
An "Opting-out Client" (vermögende Privatkundinnen und -kunden) is a Retail Client who confirms (i) that,
based on the education/professional experience or based on comparable experience in the financial sector,
he/she/it has the necessary knowledge to understand the risks resulting from an investment in the Notes and
who owns, directly or indirectly, eligible financial assets of at least CHF 500,000, or (ii) that he/she/it owns,
directly or indirectly, eligible financial assets of at least CHF 2 million.
The Program Securities are only intended to be publicly offered, directly or indirectly, in Switzerland within
the meaning of FinSA or admitted to trading in Switzerland in accordance with FinSA if the relevant Pricing
Supplement pertaining to the Program Securities is registered with SIX Exchange Regulation in its capacity
as Swiss Prospectus Office pursuant to FinSA as soon as in final form and in any case prior to any public
offering in Switzerland or admission to trading in Switzerland of such Securities in accordance with the
requirements of FinSA. Furthermore, the Program Securities may only be offered to Retail Clients in
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Switzerland if a key investor document (Basisinformationsblatt) in the sense of Article 58 et seq. of FinSA
relating to the Securities (a "FinSA-KID") or a key information document pursuant to the PRIIPs Regulation
has been prepared and provided to the relevant Retail Client.
Offering restrictions in the EEA and in the UK
This Offering Circular has been prepared on the basis that any offer of Program Securities in any Member
State of the EEA or in the UK (each, a "Relevant State") will be made pursuant to an exemption under the
Prospectus Regulation or the UK Prospectus Regulation from the requirement to publish a prospectus for
offers of Program Securities. Accordingly, any person making or intending to make an offer in that Relevant
State of Program Securities which are the subject of an offering contemplated in this Offering Circular as
completed by a Pricing Supplement in relation to the offer of those Program Securities may only do so in
circumstances in which no obligation arises for the relevant Issuer or MSI plc, which may act in whole or in
part through an affiliate thereof, and Morgan Stanley & Co. LLC as distribution agents (the "Distribution
Agents") to publish or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or Article
23 of the UK Prospectus Regulation in relation to such offer. None of the Issuers, the Guarantor or the
Distribution Agents has authorised, nor do they authorise, the making of any offer of Program Securities in
circumstances in which an obligation arises for the Issuer to publish a prospectus in the EEA, in the UK or in
any other jurisdiction.
No consent given or responsibility taken for any public offerings in the EEA or in the UK
None of the Issuers, the Guarantor or the Distribution Agents consents to the use of this Offering Circular (or
any supplement thereto or any Pricing Supplement) by any financial intermediary or any other person for the
purpose of making a public offering of the Program Securities in the EEA or in the UK, and none of the
Issuers, the Guarantor or the Distribution Agents accepts any responsibility for the content of this Offering
Circular to any person with respect to the making of a public offering of the Program Securities by any
financial intermediary or other person or for the actions of such financial intermediary or other person making
such offer. The Issuers, the Guarantor and the Distribution Agents agree and acknowledge that this Offering
Circular may only be used for the purposes for which it has been published, as described further herein.
Rating
Program Securities may or may not be rated. Any credit rating applied for in relation to a tranche of Program
Securities will be specified in the applicable Pricing Supplement.
Information Covenant
To permit compliance with Rule 144A in connection with any resales or other transfers of Regulation S/Rule
144A Securities, each relevant Issuer and, if applicable, the Guarantor, has undertaken to furnish, upon the
request of a holder or beneficial owner of such Program Securities, to such holder, beneficial owner or to a
prospective purchaser designated by holder or beneficial owner, the information required to be delivered under
Rule 144A(d)(4) under the Securities Act if, at the time of the request, the relevant Issuer is neither a reporting
company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE RELEVANT ISSUER AND, WHERE APPLICABLE, THE GUARANTOR AND
THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
Jersey Notices
The Jersey Financial Services Commission (the "Commission") has given, and has not withdrawn, or will
have given prior to the issue of Notes by MSFII and not withdrawn, its consent under Article 4 of the Control
of Borrowing (Jersey) Order 1958 to the issue of Notes by MSFII. The Commission is protected by the Control
of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under
that law. It must be distinctly understood that, in giving this consent, neither the registrar of companies in
Jersey (the "Jersey Registrar") nor the Commission takes any responsibility for the financial soundness of
MSFII or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in
any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
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